UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
(Mark One)
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
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OR
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended
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OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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OR
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of event requiring this shell company report
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For the transition period from to .
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Commission File Number: 001-13742
(Exact name of Registrant as specified in its charter)
N/A
(Translation of Registrant’s name into English)
(Jurisdiction of incorporation or organization)
(Address of principal executive offices)
VP, Chief Compliance Officer & Corporate Secretary
Millennium Tower , 23 Aranha St.
Tel-Aviv 6120201 Israel
Tel: +972 (3) 6844440
Tel: +
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
The number of outstanding shares as of December 31, 2024 was:
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Title of Class
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Number of Shares Outstanding
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Ordinary shares
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes ☐ No ☒
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
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Accelerated Filer ☐
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Non-accelerated Filer ☐
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Emerging Growth Company
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If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
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☐
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U.S. GAAP
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Other
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If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the Registrant has elected to follow.
☐ Item 17 ☐ Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes ☐ No ☒
Annual Report
For the Period Ended December 31, 2024
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ICL Group Ltd |
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TABLE OF CONTENTS
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PART I |
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PART II |
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F-1 |
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
Annual Report contains statements that constitute “forward‑looking statements,” many of which can be identified by the
use of forward‑looking words such as “anticipate,” “believe,” “could,” “expect,”
“should,” “plan,” “intend,” “estimate”, "strive", "forecast", "targets" and “potential,”
among others. The Company is relying on the safe harbor provided in Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, in making such forward-looking statements.
Forward‑looking
statements appear in a number of places in this Annual Report and include, but are not limited to, statements regarding our intent, belief
or current expectations. Forward‑looking statements are based on our management’s beliefs and assumptions and on information
currently available to our management. Such statements are subject to risks and uncertainties, and the actual results may differ materially
from those expressed or implied in the forward‑looking statements due to various factors, including, but not limited to, those identified
in “Item 3 - Key Information— D. Risk Factors” in this Annual Report. These risks and uncertainties include factors
relating to:
Loss
or impairment of business licenses or mineral extractions permits or concessions; volatility of supply and demand and the impact of competition;
the difference between actual reserves and our reserve estimates; natural disasters and cost of compliance with environmental regulatory
legislative and licensing restrictions including laws and regulation related to, and physical impacts of climate change and greenhouse
gas emissions; failure to "harvest" salt which could lead to accumulation of salt at the bottom of the evaporation Pond 5 in the Dead
Sea; litigation, arbitration and regulatory proceedings; disruptions at our seaport shipping facilities or regulatory restrictions affecting
our ability to export our products overseas; changes in exchange rates or prices compared to those we are currently experiencing; general
market, political or economic conditions in the countries in which we operate; price increases or shortages with respect to our principal
raw materials; pandemics may create disruptions, impacting our sales, operations, supply chain and customers; delays in termination of
engagements with contractors and/or governmental obligations; the inflow of significant amounts of water into the Dead Sea which could
adversely affect production at our plants; labor disputes, slowdowns and strikes involving our employees; pension and health insurance
liabilities; changes to governmental incentive programs or tax benefits, creation of new fiscal or tax related legislation; and/or higher
tax liabilities; changes in our evaluations and estimates, which serve as a basis for the recognition and manner of measurement of assets
and liabilities; failure to integrate or realize expected benefits from mergers and acquisitions, organizational restructuring and joint
ventures; currency rate fluctuations; rising interest rates; government examinations or investigations; information technology systems
or breaches of our, or our service providers', data security; failure to retain and/or recruit key personnel; inability to realize expected
benefits from our cost reduction program according to the expected timetable; inability to access capital markets on favorable terms;
cyclicality of our businesses; The Company is exposed to risks relating to its current and future activity in emerging markets; changes
in demand for our fertilizer products due to a decline in agricultural product prices, lack of available credit, weather conditions, government
policies or other factors beyond our control; disruption of our, or our service providers', sales of our magnesium products being affected
by various factors that are not within our control; our ability to secure additional resources to continue our phosphate mining operations
at ICL Rotem; volatility or crises in the financial markets; hazards inherent to mining and chemical manufacturing; the failure to ensure
the safety of our workers and processes; exposure to third party and product liability claims; product recalls or other liability claims
as a result of food safety and food-borne illness concerns; insufficiency of insurance coverage; war or acts of terror and/or political,
economic and military instability in Israel and its region; including the current state of war declared in Israel and any resulting disruptions
to our supply and production chains; filing of class actions and derivative actions against the Company, its executives and Board members;
closing of transactions, mergers and acquisitions; and other risk factors discussed under ”Item 3 - Key Information— D. Risk
Factors".
Forward
looking statements speak only as of the date they are made, and, except as otherwise required by law, we do not undertake any obligation
to update them in light of new information or future developments or to release publicly any revisions to these statements, targets or
goals in order to reflect later events or circumstances or to reflect the occurrence of unanticipated events. Investors are cautioned
to consider these risk and uncertainties and to not place undue reliance on such information. Forward-looking statements should not be
read as a guarantee of future performance or results and are subject to risks and uncertainties, and the actual results may differ materially
from those expressed or implied in the forward-looking statements.
CAUTIONARY
NOTE TO INVESTORS REGARDING MINERAL AND RESOURCES ESTIMATES
The
US Securities and Exchange Commission (the “SEC”) adopted final rules in 2018 to amend and modernize the mineral property
disclosure requirements for issuers whose securities are registered with the SEC under the US Securities Act of 1933, as amended (“Securities
Act”), or the US Securities Exchange Act of 1934, as amended (the “Exchange Act”). Pursuant to subpart 1300 of SEC Regulation
S-K, beginning with Fiscal Year 2021, ICL began to present new information with respect to its mining and operation plants in its Annual
Report, including resource and reserve estimates, which differ materially from the reserve estimates presented prior to Fiscal Year 2021
by ICL.
A
Mineral Resource is a reasonable estimate of mineralization, taking into account relevant factors, such as cut-off grade, likely mining
dimensions, location or continuity that, with the assumed and justifiable technical and economic conditions, is likely to, in whole or
in part, become economically extractable. It is not merely an inventory of all mineralization drilled or sampled.” The Mineral Resources
presented in this Annual Report are not Mineral Reserves and do not reflect demonstrated economic viability. The estimates of Mineral
Resources may be materially affected if mining, metallurgical, or infrastructure factors at the corresponding properties change from those
currently assumed by ICL.
Mineral
Reserves are reported as the economically mineable portion of a Measured Mineral Resource and/or Indicated Mineral Resource, and take
into consideration the mining, processing, metallurgical, economic, marketing, legal, environmental, infrastructure, social, and governmental
factors (the “modifying factors”) that may be applicable to the deposit. Mineral Resources that are not Mineral Reserves do
not meet the threshold for reserve modifying factors, such as estimated economic viability, that would allow for conversion to Mineral
Reserves. There is no certainty that all or any part of a Mineral Resource will be converted into a Mineral Reserve. Estimates of Inferred
Mineral Resources have significant geological uncertainty, and it should not be assumed that all or any part of an Inferred Mineral Resource
will be converted to the Measured or Indicated categories.
Figures
related to our mineral and resource estimates are rounded to reflect the relative accuracy of the estimates, and totals may not add correctly.
In addition, the Mineral Resource and Reserve estimates are based on the factors related to the geological and grade models discussed
in “Item 4 ‑ Information on the Company— D. Property, Plant and Equipment,” and the criteria for reasonable prospects
of eventual economic extraction as described therein. The Mineral Resource and Reserve estimates may be affected, positively or negatively,
by additional exploration that expands the geological database and models of the properties described. The Mineral Resource and Reserve
estimates could also be materially affected by any significant changes in the assumptions regarding forecast product prices, mining efficiency,
process recoveries, or production costs. If the price assumptions decrease or the assumed production costs increase, then the cut-off
grade would increase. The potential impacts on the Mineral Resource and Reserve estimates may be material and such estimates may need
to be re-evaluated. The Mineral Resource and Reserve estimates are also based on certain critical assumptions, such as requisite mining
permits continuing to be granted as-needed, tax rates remaining stable, and the absence of additional regulations on the corresponding
properties. Except as described in “Item 4 ‑ Information on the Company— D. Property, Plant and Equipment” and
each Technical Report Summary (defined below), Wardell Armstrong International Ltd (“Wardell”), our qualified persons, are
not aware of any environmental, permitting, legal, title, taxation, socio-economic, marketing, political, or other relevant factors that
could materially affect the Mineral Resource estimates.
INTRODUCTION
The
financial information included in this Annual Report has been prepared in accordance with the International Financial Reporting Standards
(“IFRS”), as issued by the International Accounting Standards Board (“IASB”). None of the financial information
in this Annual Report has been prepared in accordance with accounting principles generally accepted in the US.
This
Annual Report contains translations of certain currencies amounts into US dollars at specified rates solely for your convenience. Unless
otherwise indicated, we have translated NIS amounts as of December 31, 2024, into US dollars at an exchange rate of NIS 3.65 to $1.00,
the daily representative exchange rate reported by the Bank of Israel as of December 31, 2024. Euro amounts were translated into US dollars
at an exchange rate of €0.96 to $1.00.
Market
data and certain industry data used in this Annual Report were obtained from internal reports and studies, where appropriate, as well
as estimates, market research, publicly available information and industry publications, including publications, reports or releases of
the International Monetary Fund (“IMF”), the US Census Bureau, the Food and Agriculture Organization of the United Nations
(“FAO”), the International Fertilizers Association (“IFA”), the United States Department of Agriculture (“USDA”),
the United States Geological Survey, the CRU Group ("CRU") and Fertecon, the Fertilizer Association of India (“FAI”). Industry
publications generally state that the information they include has been obtained from sources believed to be reliable, but that the accuracy
and completeness of such information are not guaranteed. Similarly, internal reports and studies, estimates and market research, which
we believe to be reliable and accurately extracted by us for use in this Annual Report, have not been independently verified. However,
we believe such data is accurate. There is only a limited amount of independent data available about certain aspects of our industry,
market, and competitive position. As a result, some data and information about our market rankings in certain product areas are based
on our good faith estimates, which are derived from our review of internal data and information, information that we obtain from our
customers, and other third-party sources. We believe these internal surveys and management estimates are reliable; however, no independent
sources have verified such surveys and estimates.
In
presenting and discussing our financial position, operating results and net income results, the management uses certain non-IFRS financial
measures. These non-IFRS financial measures should not be viewed in isolation or as alternatives to the equivalent IFRS measures and should
be used in conjunction with the most directly comparable IFRS measures. A discussion of non-IFRS measures included in this Annual Report
and a reconciliation of such measures to the most directly comparable IFRS measures are contained in this Annual Report under “Item
5 – Financial Results and Business Overview — A. Operating Results”.
In
this Annual Report, unless otherwise indicated or the context otherwise requires, all references to “ICL,” the “Group,”
the “Company,” “we,” “our,” “ours,” “us” or similar terms refer to ICL Group
Ltd., together with its consolidated subsidiaries. When we refer to our “parent Company” or to “Israel Corp.,”
we refer to our controlling shareholder, Israel Corporation Ltd. Unless
otherwise indicated or the context otherwise requires, references in this Annual Report to “NIS” are to the legal currency
of Israel, “US dollars”, “$” or “dollars” are to United States dollars, “euro” or “€”
are to the euro, the legal currency of certain countries of the EU, and “British pound” or “£” are to the
legal currency of the UK. See “Item 4 - Information on the Company— A. History and Development of the Company”. We own
or have rights to trademarks or trade names that we use in conjunction with the operation of our business. Solely for convenience, trademarks
and trade names referred to in this Annual Report may appear without the ® or ™ symbols, but such references are not intended
to indicate, in any way, that we will not assert, to the fullest extent of the law, our rights or the rights of the applicable licensor
to these trademarks and trade names. In this Annual Report, we also refer to product names, trademarks, and trade names that are the property
of other companies. Each of the trademarks and trade names of other companies appearing in this Annual Report belongs to its owners. Our
use or display of other companies’ product names, trademarks, or trade names is not intended to and does not imply a relationship
with, or endorsement or sponsorship by us of, the product, trademark, or trade name owner, unless we otherwise indicate.
GLOSSARY
OF SELECTED TERMS
The following
is a glossary of selected terms used in this Annual Report.
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Bromine |
A chemical element used as a basis for a wide variety of
uses and compounds, and mainly as a component in flame retardants or fire prevention substances. Unless otherwise stated, the term “bromine”
refers to elemental bromine. |
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CDP |
Carbon Disclosure Project – A leading non-profit organization
in the greenhouse gas emissions reporting field. |
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CFR |
Cost and Freight. In a CFR transaction, the prices of goods
to a customer include, in addition to FOB expenses, marine shipping costs and all other costs that arise after the goods leave the seller’s
factory gates and up to the destination port. |
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CLP |
Classification, Labeling and Packaging of Substances and
Mixtures– EU regulation. |
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CPI |
The Consumer Price Index, as published by Israeli's Central
Bureau of Statistics. |
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CRU |
Intelligence Company that provides information on global
mining, metal and fertilizers market. |
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ICL ADS |
ICL América do Sul (formerly Compass Minerals América
do Sul S.A.). |
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Dead Sea Bromine |
Dead Sea Bromine Ltd., a subsidiary in the Industrial Products
segment. |
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MAP |
Monoammonium Phosphate, a fertilizer containing nitrate and
phosphorus oxide. |
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GTSP |
Granular Triple Superphosphate, used as fertilizer, a source
of high phosphorus. |
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GSSP |
Granular Single Superphosphate, used as a phosphate fertilizer.
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Green Hydrogen |
Hydrogen produced by splitting water into hydrogen and oxygen
using renewable electricity. |
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DAP |
Diammonium Phosphate - a fertilizer containing nitrate and
phosphorus oxide. |
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EPA |
US Environmental Protection Agency. |
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EU |
European Union. |
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FAO |
The Food and Agriculture Organization of the United Nations.
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FOB |
Free on-Board expenses are expenses for overland transportation,
loading costs and other costs, up to and including the port of origin. In a FOB transaction, the seller pays the FOB expenses, and the
buyer pays the other costs from the port of origin onwards. |
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CPT |
Cost Per Tonne. |
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CIF
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Cost, Insurance, and Freight. In a CIF transaction, the price
of goods includes, as well as FOB expenses, the expenses for insurance, shipping and any other costs that arise after the goods leave
the factory gates and up to the destination port. |
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ICL Haifa (Fertilizers & Chemicals) |
Fertilizers and Chemicals Ltd., a subsidiary in the Growing
Solutions segment. |
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GHG |
Greenhouse Gases – air emissions contributing to climate
change. |
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Granular |
Fertilizer containing granular particles. |
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ICL Boulby |
A UK subsidiary in the Potash segment. |
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ICL Iberia (Iberpotash) |
Iberpotash S.A., a Spanish subsidiary in the Potash
segment. |
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IC |
Israel Corporation Ltd. |
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Indicated Mineral Resource |
That part of a mineral resource for which quantity and grade
or quality are estimated on the basis of adequate geological evidence and sampling. The level of geological certainty associated with
an indicated mineral resource is sufficient to allow a qualified person to apply modifying factors in sufficient detail to support mine
planning and evaluation of the economic viability of the deposit. Because an indicated mineral resource has a lower level of confidence
than the level of confidence of a measured mineral resource, an indicated mineral resource may only be converted to a probable mineral
reserve. |
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Inferred Mineral Resource |
That part of a mineral resource for which quantity and grade
or quality are estimated on the basis of limited geological evidence and sampling. The level of geological uncertainty associated with
an inferred mineral resource is too high to apply relevant technical and economic factors likely to influence the prospects of economic
extraction in a manner useful for evaluation of economic viability. Because an inferred mineral resource has the lowest level of geological
confidence of all mineral resources, which prevents the application of the modifying factors in a manner useful for evaluation of economic
viability, an inferred mineral resource may not be considered when assessing the economic viability of a mining project and may not be
converted to a mineral reserve. |
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DSW |
Dead Sea Works Ltd., a subsidiary in the Potash segment.
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DSM |
Dead Sea Magnesium Ltd., a subsidiary in the Potash
segment. |
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ICL Neot Hovav |
Subsidiaries in the Neot Hovav area in the south of Israel,
including facilities of Bromine Compounds Ltd included in the Industrial Products segment. |
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ICL Rotem |
Rotem Amfert Negev Ltd., a subsidiary in the Phosphate
Solutions segment. |
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IFA |
The International Fertilizers Industry Association, an international
association of fertilizers manufacturers. |
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ILA |
Israel Land Authority. |
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IMF |
International Monetary Fund. |
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K |
The element potassium, one of three main plant nutrients.
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KNO3
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Potassium Nitrate, a soluble fertilizer containing N&P
used as a stand-alone product or as a key component of some water-soluble blends. |
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KOH |
Potassium hydroxide 50% liquid. |
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MGA |
Merchant grade phosphoric acid. |
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Measured Mineral Resource |
That part of a mineral resource for which quantity and grade
or quality are estimated and based on conclusive geological evidence and sampling. The level of geological certainty associated with a
measured mineral resource is sufficient to allow a qualified person to apply modifying factors, as defined in this section, in sufficient
detail to support detailed mine planning and final evaluation of the economic viability of the deposit. Because a measured mineral resource
has a higher level of confidence than the level of confidence of either an indicated mineral resource or an inferred mineral resource,
a measured mineral resource may be converted to a proven mineral reserve or to a probable mineral reserve. |
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Mineral Reserve |
An estimate of tonnage and grade or quality of indicated
and measured mineral resources that, in the opinion of the qualified person, can be the basis of an economically viable project. More
specifically, it is the economically mineable part of a measured or indicated mineral resource, which includes diluting materials and
allowances for losses that may occur when the material is mined or extracted. |
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Mineral Resource |
A concentration or occurrence of material of economic interest
in or on the Earth's crust in such form, grade or quality, and quantity that there are reasonable prospects for economic extraction. A
mineral resource is a reasonable estimate of mineralization, taking into account relevant factors such as cut-off grade, likely mining
dimensions, location or continuity, that, with the assumed and justifiable technical and economic conditions, is likely to, in whole or
in part, become economically extractable. It is not merely an inventory of all mineralization drilled or sampled. |
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MoEP |
Israel Ministry of Environmental Protection. |
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N |
The element nitrogen, one of three main plant nutrients.
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P |
The element phosphorus, one of three main plant nutrients,
that is also used as a raw material in industry. |
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PK |
Complex fertilizer comprised primarily of two primary nutrients
(P.K). |
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NPK |
Complex fertilizer comprised primarily of three primary nutrients
(N.P.K). |
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NYSE |
The New York Stock Exchange. |
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Phosphate |
Phosphate rock that contains the element phosphorus. Its
concentration is measured in units of P2O5.
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Polyhalite |
A mineral marketed by ICL under the brand name Polysulphate™,
composed of potash, sulphur, calcium, and magnesium. Used in its natural form as a fully soluble and natural fertilizer, which is also
used for organic agriculture and as a raw material for production of fertilizers. |
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Probable Mineral Reserve |
The economically mineable part of an Indicated and, in some
cases, a Measured Mineral Resource. Quantity, grade and/or quality of Probable Mineral Reserves are computed from information similar
to that used for Proven Mineral Reserves, but the sites for survey, sampling and measurement are further apart or are otherwise less efficiently
spaced. The degree of assurance, although lower than that for proven reserves, is high enough to assume continuity between points of observation.
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Proven Mineral Reserve |
The economically mineable part of a Measured Mineral Resource.
Proven Mineral Reserve quantities are computed from information received from explorations, channels, wells, and drilling; grade and/or
quality are computed from the results of detailed sampling. The sites for inspection, sampling and measurement for proven reserves are
spaced so closely to each other so that the geologic character is well defined so the size, shape, depth and mineral content of reserves
can be reliably determined. |
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Chlorine |
A chemical, raw material in various productions process.
A byproduct of Dead Sea Magnesium production. |
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Sylvinite |
A byproduct from the production of Magnesium from the raw
material – Carnallite. Transferred to DSW as an additional source for potash production. |
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Polymer |
A chemical compound containing a long chain of repeating
units linked by a chemical bond and created by polymerization. |
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Potash |
Potassium chloride (KCl), used as a plant’s main source
of potassium. |
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P2O5
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Phosphorus pentoxide. |
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TCFD |
Task Force on Climate-Related Financial Disclosures.
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REACH |
Registration, Evaluation, Authorization and Restriction of
Chemicals, a framework within the EU. |
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Reserves |
The part of a mineral deposit that could be economically
and legally extracted or produced at the time of the Mineral Reserve determination. Reserves are divided between “proven reserves”
and “probable reserves”. |
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Salt |
Unless otherwise specified, sodium chloride (NaCl).
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S |
Sulphur – a chemical used for the production of sulfuric
acid for sulfate and phosphate fertilizers, and other chemical processes. |
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Soluble NPK |
Soluble fertilizer containing the three basic elements for
plant development (nitrogen, phosphorus and potash). |
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Standard |
Fertilizer has small particles. |
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Tami |
Tami (IMI) Research and Development Institute Ltd.,
the central research institute of ICL. |
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TASE |
Tel Aviv Stock Exchange, Ltd. |
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USDA |
United States Department of Agriculture. |
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WPA |
White Phosphoric Acid, purified from MGA. |
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UK |
The United Kingdom. |
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Urea |
A white granular or pill solid fertilizer containing 46%
nitrogen. |
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YTH/YPC |
The Chinese partner in the Company’s joint venture
YPH in China. |
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4D |
Clean green phosphoric acid, used as a raw material for purification
processes. |
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PM |
Particular matter. |
Item 1
– IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS
Not
Applicable.
Item 2
– OFFER STATISTICS AND EXPECTED TIMETABLE
Not
Applicable.
Item
3 – KEY INFORMATION
| A. |
SELECTED
FINANCIAL DATA |
Not
Applicable.
| B. |
CAPITALIZATION
AND INDEBTEDNESS |
Not
Applicable.
| C. |
REASONS
FOR THE OFFER AND USE OF PROCEEDS |
Not
Applicable.
ICL
Group Limited 1
D.
RISK FACTORS
Summary
of Risk Factors
Our
business, liquidity, financial condition and results of operations could be adversely affected, and even materially so, if any of the
risks described below occur. As a result, the trading price of our securities could decline, and investors could lose all or part of their
investment. Our actual results could differ materially and adversely from those anticipated, due to certain factors, including the risks
facing the Company as described below and elsewhere in the Annual Report. This Annual Report contains forward‑looking statements
that involve risks and uncertainties, see “Special Note Regarding Forward‑Looking Statements“. Material risks that may
affect our business, operating results and financial condition include, but are not necessarily limited to, those relating to:
| • |
Our mineral extraction operations are dependent on concessions,
licenses and permits granted to us by the respective governments in the countries in which we operate. |
| • |
Our ability to operate and/or expand our production and operating
facilities worldwide is dependent on our receipt of, and compliance
with, permits issued by governmental authorities. A decision by a government authority to deny any of our permit applications may impair
the Company’s business and its operations. |
| • |
Our operations and sales are exposed to high volatility in supply
and demand, pricing fluctuations in commodity markets, expansion of production capacity and competition from some of the world’s
largest chemical and mining companies, as well as mergers of key producer/customer/supplier. |
| • |
Compliance with and changes in environmental laws and regulations
could require us to make substantial capital expenditures and incur costs and liabilities and adversely affect our performance.
|
| • |
We are exposed to risks related to climate change and natural
disasters, impacts of climate-related transition risks, including current and future laws and regulations, as well as other factors resulting
from climate change, which could adversely impact our business, financial condition, results of operations or liquidity. |
| • |
Our operations could be adversely affected by price increases
or shortages with respect to water, energy and our principal raw materials. |
| • |
The accumulation of salt at the bottom of Pond 5, the central
evaporation pond in our solar evaporation ponds system used to extract minerals from the Dead Sea in Israel, requires regular harvesting
of salt to maintain a fixed brine volume and thereby sustain the production capacity of extracted minerals and prevent potential damage
to the foundations and structures of hotels and other buildings situated close to the edge of the pond. |
| • |
We are exposed to risks associated with our international activities,
which could adversely affect our sales to customers as well as our operations and assets in various countries. Some of these factors may
also make it less attractive to distribute cash generated by our operations outside Israel to our shareholders, use cash generated by
our operations in one country to fund our operations or repayments of our indebtedness in another country and support other corporate
purposes or the distribution of dividends. |
| • |
Changes in valuations and estimates, which serve as a basis for
analyzing our contingent liabilities and for the recognition and measurement of assets and liabilities, including provisions for waste
removal and the reclamation of mines, may materially and adversely affect our business, financial condition and results of operations.
|
ICL
Group Limited 2
| • |
Due to the nature of our operations, we may be exposed to the
risk of adverse ecological events, which may result in impacts that exceed the boundaries of our facilities, cause environmental damage
or damage to human health/life and lead to the shutdown of our sites or administrative, civil and/or criminal proceedings. |
| • |
Accidents occurring during our industrial and mining operations,
including failure to ensure the safety of our workers and processes, could adversely affect our business. |
| • |
Geopolitical changes such as war or political sanctions may materially
and adversely affect our business, financial condition and results of operations. |
Risks
Related to Our Business
Our
mineral extraction operations are dependent on concessions, licenses and permits granted to us by the respective governments in the countries
in which we operate
Our
mineral extraction businesses depend on concessions granted to us by the respective governments in the countries in which we operate.
Loss of concessions, licenses and/or permits, as well as material changes to the conditions thereof, including mining
restrictions that may create a gap between the permitted mining rate and the Company's operational mining plans could materially and adversely
affect our business, financial condition and results of operations.
We
extract potash, phosphate, bromine, magnesium and certain other minerals in Israel, potash and salt in Spain, Polysulphate®, salt,
and certain other minerals in the United Kingdom and phosphate in China, pursuant to concessions and permits in those countries.
Israel
Pursuant
to the Israeli Dead Sea Concession Law, 1961 (hereinafter – the Concession Law), as amended in 1986, and the concession deed attached
as an addendum to the Concession Law, DSW was granted a concession to utilize the resources of the Dead Sea and to lease the land required
for its plants in Sodom for a period ending on March 31, 2030. According to the Concession Law, should the government decide to offer
a new concession after the expiration date to another party, it will first offer the new concession to DSW with terms that are no less
attractive than those it may offer to that party. There is no assurance that the Company will continue to hold the concession beyond that
period.
In
accordance with section 24 (a) of the Supplement to the Concession Law, it is stated, among other things, that at the end of the concession
period all the tangible assets located in the concession area will be transferred to the government in exchange for their amortized replacement
value – the value of the assets as if they were purchased as new at the end of the concession period, less their technical depreciation
based on their maintenance condition and the unique characteristics of the Dead Sea area.
There
is no certainty as to the exact manner of interpretation of the provisions of the Concession Law in this context that would be adopted
in a legal proceeding, to the extent such proceeding were to occur. For further information, see Note 18 to our Audited Financial Statements.
We
mine phosphate rock from phosphate deposits in the Negev desert in accordance with a new mining concession from the State of Israel, which
was recently renewed until the end of 2044. As of the reporting date, ICL Rotem has one lease agreement in effect until 2041, as well
as two additional lease agreements, one for the Zin plant which expired in 2024, for which the Company is working on a renewal with the
Israel Land Authority - Southern Region, and additional one for the Oron plant, which expired in 2017. Regarding the Oron plant, the Company
has an agreement in principle with the Israel Land Authority - Southern Region regarding the expected issuance of a lease agreement until
the end of 2025. Following the receipt of the new concession, the Company expects renewed lease agreements to be issued for a period that
coincides with the new concession.
ICL
Group Limited 3
There
is no certainty that these concessions and leases will be extended and/or renewed under the same terms or at all. Failure to renew said
concessions and leases or different terms could materially and adversely affect our business, financial condition and results of operations.
Our
existing phosphate mines in the Negev desert hold limited reserves of phosphate rock suitable for pure phosphoric acid production, needed
to achieve sustainable profitability of ICL Rotem operations. The Company is making efforts to promote suitable alternatives for additional
resources that will secure its future phosphate operations at ICL Rotem. As part of these efforts, the Company continues to advance several
pilot development projects to adapt the usage of different grade types of phosphate rock for the Company’s products as part of an
effort to utilize and increase existing phosphate reserves. In addition, it is working to advance future mining of phosphate rock in other
areas, subject to permits and approvals, such as the Barir field which is located in the southern part of the South Zohar deposit in the
Negev Desert in Israel.
There
is no certainty regarding the extent of future phosphate rock resources in other areas, or that the Company will succeed in obtaining
the required approvals and permits for them, and, even if they are granted, the timing at which they will be received. Also, there is
no certainty that the development of pilot projects will succeed in utilizing and increasing existing phosphate reserves or that they
will be economically viable. Failure to obtain the additional resources, or a significant delay in obtaining them, may lead to discontinued
production at Rotem, and, as a result, to a material impact on the Company's business, financial position and results of operations. For
further information, see “Item 4 ‑ Information on the Company— D. Property, Plant and Equipment”, and Note 18
to our Audited Financial Statements.
Spain
ICL
Iberia was granted mining rights based on legislation of Spain’s Government from 1973 and the regulations accompanying this legislation.
Pursuant to the special mining regulations, ICL Iberia received individual licenses for each of the 126 different sites that are relevant
to current and future mining activities. Some of the licenses are valid until 2037 and the remainder are effective until 2067. Maintaining
mining activities in Spain also requires municipal and environmental licenses. If such licenses are not renewed once expired, this would
likely have an adverse impact, possibly in a material manner, on the mining activities in Spain and the Company’s financial results.
For further information, see “Item 4 - Information on the Company— D. Property, Plant and Equipment”, and Note 18 to
our Audited Financial Statements.
United
Kingdom
ICL
Boulby, ICL's subsidiary in the UK, holds onshore and offshore mineral leases and licenses, allowing for the extraction of diverse minerals,
in addition to numerous easements and rights of way from private landowners. The offshore mineral field is leased from The Crown Estate
on a production royalty basis and includes provisions to explore and exploit all targeted and known polyhalite and salt mineral resources
of interest to ICL Boulby.
ICL
Boulby has been actively engaged in negotiations with the private property owners and recently successfully secured the renewals of most
of the existing lease agreements.
The
renewal of eight of the remaining leases was referred to the High Court of Justice in London for a decision regarding the calculation
mechanism. The Company estimates that the proceedings will be concluded by the end of 2025. These leases, along with two additional leases,
which are still being negotiated, are expected to operate under the terms of the previous leases.
ICL
Group Limited 4
Historically,
the renewal of leases has not been problematic. ICL Boulby believes that all land and mineral leases will be renewed, as required, and
expects to have or obtain all government approvals and permits necessary for exploiting all targeted mineral resources.
Nevertheless,
in the event such rights are not obtained, the mining activities in the UK may be adversely affected and this could have a material impact
on the Company’s financial results. For further information, see “Item 4 - Information on the Company— D. Property,
Plant and Equipment”, and Note 18 to our Audited Financial Statements.
China
YPH,
ICL's subsidiary in China, which is equally owned with Yunnan Phosphate Chemicals Group Corporation Ltd. ("YYTH"), holds a phosphate mining
license that was issued in 2015 by the Division of Land and Resources of the Yunnan district in China for the Haikou Mine (hereinafter
– Haikou) which is valid until January 2043.
If
Haikou's license is not renewed once expired or the Company's required annual mining rate cannot be met due to license limitations, these
would likely to have an adverse impact, possibly in a material manner, on our mining activities in China and the Company’s financial
results. For further information, see “Item 4 - Information on the Company— D. Property, Plant and Equipment”, and Note
18 to our Audited Financial Statements.
Our
ability to operate and/or expand our production and operating facilities worldwide
is dependent on our receipt of, and compliance with, permits issued by governmental authorities. A decision by a government authority
to deny any of our permit applications may impair the Company’s business and its operations
Existing
permits are subject to challenges with respect to their validity, revocation, modification and non‑renewal, including as a result
of environmental events or other unforeseeable occurrences. Any challenge that materializes could lead to significant costs and materially
and adversely affect our business, financial condition and results of operations. In addition, a failure to comply with the terms of our
permits could result in payment of substantial fines and subject the Company and its managers to criminal sanctions.
Furthermore,
our production processes generate byproducts, some of which are saleable while others are to be reused or disposed of as waste. Storage,
transportation, reuse and waste disposal are generally regulated by governmental authorities in the jurisdictions in which we operate.
Permits issued by governmental authorities are contingent on our compliance with relevant regulations. In connection with the phosphogypsum
storage in ICL Rotem, in 2021, a new Urban Building Plan was approved (the 2021 plan), the main objectives of which are to regulate areas
for phosphogypsum storage reservoirs.
Under
the 2021 plan, Pond 5, which has been operational since 2018, is permitted for use until the end of its expected operational life (currently
expected in 2026). The District Committee for Planning and Construction (the Committee) has approved the submission of a plan to reuse
Pond 4 under certain conditions as a replacement for Pond 5 upon the end of its operational life. However, objections were filed by certain
Israeli authorities and private parties. In January 2025, the Committee held a hearing requesting additional information, including from
the Company, before proceeding with deliberations. If the required permits will not be obtained and/or the validity, revocation, modification
or non-renewal of our existing permits occurs as a result of our noncompliance with regulations relating to storage, transportation, reuse
and waste disposal, significant investments may be required and/or production may be interrupted or even ceased, which can materially
and adversely affect our business, financial condition and results of operations.
ICL
Group Limited 5
Our
operations and sales are exposed to high volatility in supply and demand, pricing fluctuations in commodity markets, expansion of production
capacity and competition from some of the world’s largest chemical and mining companies, as well as mergers of key producers/customers/suppliers
In
addition to seasonal and cyclical variations, the Company is exposed to volatility driven by various factors, such as weather conditions,
the entry into the market of new manufacturers and products, mergers of key players (producers/suppliers/customers) and the expansion
of existing manufacturers’ production capacity. Our competitors include some of the world’s largest chemical and mining companies,
some of which are state‑owned or government‑subsidized.
We
continuously monitor our competitive environment and will continue to seek ways to execute our strategy. If we are unable to effectively
adjust to continuously changing competitive conditions our business, financial condition and results of operations could be materially
and adversely affected. For further information, see “Item 4 –
Information on the Company — B. Business Overview”.
Overestimation
of mineral and resource reserves could result in lower-than-expected sales and/or higher than expected costs and may have a material adverse
effect on our business, financial condition and results of operations
We
base our estimates of mineral resources and reserves on engineering, economic and geological data that is compiled and analyzed by our
engineers and geologists. However, resource and reserves estimates are by nature imprecise and rely, to some extent, on statistical inferences
drawn from available drilling data, which may prove unreliable or inaccurate. There are numerous inherent uncertainties in estimating
quantities and qualities of mineral deposits, resources and reserves, as well the quality of the ore, and the costs of mining recoverable
reserves and the economic feasibility thereof, including many factors beyond our control. Estimates of economically feasible commercial
reserves necessarily rely on several factors and assumptions, all of which may vary considerably from the actual results, such as:
| • |
Geological and mining conditions and/or effects of prior mining
that may not be fully identified/assessed within the available data or that may differ from those based on our experience;
|
| • |
Assumptions concerning future prices of products, operating costs,
updates to the statistical model and geological parameters according to past experience and developing practices in this field, mining
technology improvements, development costs and reclamation costs; and |
| • |
Assumptions concerning future effects of regulation, including
the issuance of required permits and taxes imposed by governmental agencies. |
If
these factors and assumptions change, we may need to revise our mineral resource and reserves estimates.
ICL
Group Limited 6
Any
revisions to our previous resource or reserve estimates or inaccuracies in our estimates related to our existing mineral resources and
resource reserves could result in lower-than-expected sales and/or higher than expected costs and may have a material adverse effect on
our business, financial condition and results of operations.
For
further information, see “Item 4 - Information on the Company—
D. Property, Plant and Equipment”.
Compliance
with and changes in environmental laws and regulations could require us to make substantial capital expenditures and incur costs and liabilities
and adversely affect our performance
Our
operations are subject to extensive environmental laws and regulations relating to the protection of the environment, including those
governing the emission or discharge of pollutants into the environment, product use and specifications and the generation, treatment,
storage, transportation, disposal and remediation of solid and hazardous wastes. Violations of applicable environmental laws and regulations,
or of the conditions of permits issued thereunder, can result in substantial penalties, injunctive orders, civil and criminal sanctions,
operating restrictions, permit revocations and/or facility shutdowns, which may have a material adverse effect on our ability to operate
our facilities and accordingly our financial performance. Certain environmental laws make us potentially liable on a strict, joint and
several basis for the investigation and remediation of contamination at, or originating from, facilities that are currently or formerly
owned or operated by us and third-party sites to which we send or have sent materials for disposal or materials for recycling, along with
related natural resources damages.
As
a leading global specialty minerals company, we are significantly affected by the legal provisions and licensing regimes in the areas
of environmental protection and safety. The Company may be exposed to criminal proceedings, fines and significant impairment of the operation
of our facilities as a result of failing to meet the requirements of our emissions permits including the provisions of the Israeli Clean
Air Law, and particularly, regarding the scope of current and future requirements as prescribed by the Israeli Ministry of Environmental
Protection respecting the implementation of this law’s provisions at the Company’s plants in ICL Rotem, as well as compliance
with the timeframes for implementation of such requirements. In January 2024, a new emission permit was issued to ICL Rotem under the
Israeli Clean Air Act (hereinafter - the Law) valid until January 2031. The Company is in active discussions with Israel's Ministry of
Environmental Protection (MoEP) to assure adherence to all stipulations outlined in the permit, including the conditions specified in
an administrative order under Section 45 of the Law, and to achieve satisfactory resolutions to notable timeline execution challenges
for a limited number of projects. In addition, examinations and investigations of our facilities conducted by enforcement authorities
may result in administrative and legal proceedings.
Legislative
and regulatory changes around the world may prohibit or restrict the use of our products, due to environmental protection, or health and
safety considerations. From time to time, various governmental authorities have proposed or implemented bans or other limitations on certain
chemical products. Standards adopted in the future may affect us and change our methods of operation. Furthermore, some of our licenses,
including business licenses and mining licenses must be renewed from time to time. Renewal of such licenses is not certain and may be
made contingent on additional conditions and significant costs. Difficulties in obtaining such licenses could have an adverse effect on
our operations, business and results.
In
addition, new environmental laws and regulations, new interpretations of existing laws and regulations, or increased governmental enforcement
of laws and regulations could require us to make additional unforeseen expenditures.
ICL
Group Limited 7
Due
to the nature of our operations, we may be exposed to the risk of adverse ecological events, which may result in impacts that exceed the
boundaries of our facilities, cause environmental damage or damage to human health/life and lead to the shutdown of our sites or administrative,
civil and/or criminal proceedings
Due
to the nature of our operations, we may be exposed to the risk of adverse ecological events, including incidents like chemical spills,
pollution, leaks, and other types of events that result in the release of hazardous or toxic substances into the environment.
Depending on the toxicity and volume of the substances involved, the impact of such events can extend beyond site boundaries, affecting
nearby ecosystems, water sources, communities and wildlife.
The
long-term consequences of environmental damage can be significant and may require extensive remediation efforts and/or compensation. Such
events could affect not only the employees working in the facility but also people living in the surrounding areas and consequently the
reputation of the company. In the event of a significant ecological incident, regulatory authorities may mandate the temporary or permanent
shutdown of the manufacturing site until safety concerns are addressed. This can result in significant impairment of the operation of
our facilities, financial losses, disruption of operations, and potential long-term reputational damage.
Adverse
ecological events with impacts beyond factory boundaries may also trigger administrative and legal actions. Regulatory bodies may investigate
the incident, and legal proceedings, both civil and criminal, may follow. Fines, penalties, and lawsuits can result from non-compliance
with environmental and safety regulations or adverse impacts to human health or the environment without regard to fault.
We
may also be found liable for claims related to reclamation where mining operations and other activities were conducted, even after such
activities have ceased.
For
information respecting legal proceedings and actions, see Note 18 to our Audited Financial Statements and “Item 8 - Financial Information—
A. Consolidated Statements and Other Financial Information— Legal Proceedings”.
We
are exposed to risks related to physical climate change and natural disasters, impacts of climate-related transition risks, including
current and future laws and regulations, as well as other factors resulting from climate change, which could adversely impact our business,
financial condition, results of operations or liquidity
Climate
change may cause more frequent and severe natural disasters and weather conditions such as extreme temperatures, change in precipitation,
water levels, wildfires and storms. Impacts of climate-related transition risks include, among other things, legal and regulatory changes
and reputational risks expressed by our stakeholders’ perception of our role, accountability and actions taken in relation to a
lower-carbon economy and the like.
Physical
impacts related to climate change may also have significant effects on industries and the economy. Such impacts may include extreme heat,
extended drought durations altering water availability and quality, changes to water level and temperature, increases in the frequencies
and intensities of storms and extreme convective events, which could also result in damage to facilities or equipment. The impacts may
also encompass changes in the availability of natural resources, leading to the disruption of supply chains, such as, but not limited
to, the supply of raw materials to our sites (upstream) or to ICL's ability to transport products to its global customers (downstream).
Such physical risks have the potential to financially disrupt operations through increased costs and business interruptions.
ICL
Group Limited 8
Natural
disasters such as earthquakes, climate related severe events, such as flash floods, and extreme weather conditions and receding
water levels may disrupt our operations, upstream raw material supply and downstream distribution of our products.
In
Israel, some of our plants are located in the Jordan Rift Valley, or Syro-African Depression, a seismically active area. Due to the hydrological
deficit, the water level of the northern basin of the Dead Sea is receding at the rate of over one meter per year, which may require us
to reduce our usage of minerals from the Dead Sea. Furthermore, sinkholes and underground cavities have been discovered in that area,
and their appearances are increasing over the years. Most of the sinkholes develop in the northern basin of the Dead Sea, while there
is little activity by ICL Dead Sea. However, in recent years there has been a steady development of sinkholes around the feeding channel,
through which water is pumped from the northern basin to the southern basin. DSW takes actions to monitor the development of these sinkholes
and to fill them when they appear. The development of sinkholes in areas where we operate, together with a failure to detect and treat
those sinkholes can cause significant damage and could materially and adversely affect our business, financial condition and results of
operations.
In
the Sodom area, where many of the Company’s plants in Israel are located, there are occasional flash floods in the streambeds, which
have led the Company to initiate a major flood protection response plan. While we have insurance coverage (subject to payment of deductibles)
to cover damages from these types of events, we do not have full insurance coverage with respect to all our property/assets, and the insurance
coverage may not be sufficient to cover all related damage.
The
erosion of the Arava stream which flows along the international border between Israel and Jordan and into the Dead Sea, could endanger
the stability of the eastern dikes in the future. Although we designed a project to address these risks, we cannot guarantee that we will
receive the permits to conduct the project or that the project will succeed.
Impacts
of climate-related transition risks include, among other things, policy constraints on emissions, imposition of carbon pricing mechanisms,
water restrictions due to physical stress conditions in the water, land use restrictions or incentives, changing consumer behavior and
preferences, and market demand and supply shifts.
Over
the past several years, climate change and GHG emissions have been of increasing concern worldwide. Laws and regulations that govern climate
change and GHG emissions already have impact ICL's operations and may present transition risks for both the short and long term.
Carbon
taxes and cap-and-trade-emissions schemes are increasingly viewed in global jurisdictions as a way of pricing carbon – a key policy
driver to reduce GHG emissions. Currently, one of ICL Europe's sites, ICL Iberia, is covered by the EU-ETS Emissions Trading System, and
in the UK, ICL Boulby is subject to the UK Emissions Trading Scheme.
In
Israel, a new carbon tax on fossil fuels, including natural gas, has been declared and will come into effect during 2025. It will be implemented
gradually over the course of the current decade. Other carbon mechanisms may be implemented in the future.
Additionally,
under the European Green Deal, the EU adopted a Carbon Border Adjustment Mechanism (CBAM) Regulation in 2023, which was created to stop
carbon leakage from the EU which will apply to some of our operations over a period of nine years, beginning in 2026. Regulations relating
to GHG emissions are at various stages of consideration by the US federal government as well as in some US states.
ICL
Group Limited 9
Consequently,
it is expected that in the short to medium term, ICL will need to purchase carbon allowances through specific programs (such as the EU
and UK ETS) and/or incur additional costs for energy and emission reduction measures. Similarly, carbon taxes or restrictions/taxes on
fossil fuel electricity production could increase our energy costs, as well as the costs of supplied materials and services across the
ICL value chain.
We
are subject to laws and regulations that will require us to disclose information related to climate risks. ICL’s main EU subsidiaries
are expected to report under the EU's Corporate Sustainability Reporting Directive. There is uncertainty regarding the original implementation
deadline and scope. We are actively monitoring the developments to ensure timely compliance with any new requirements. In March 2024,
the SEC issued a ruling requiring disclosure of climate-related risk, which currently has been put on hold. The State of California has
enacted laws requiring disclosure of climate-related risks and GHG emissions and we expect additional jurisdictions to adopt regulatory
disclosure requirements related to climate risks and opportunities disclosures, GHG emissions and other ESG metrics in the foreseeable
future.
The
potential impact of climate change and associated laws and regulations on the Company's operations and business, and those of our customers
and suppliers, is uncertain. The cost of adjustment to and compliance with legislative and regulatory changes regarding climate change
and GHG emissions, and adjustments to the physical impacts of climate change, could materially and adversely affect our business, financial
condition and results of operations and liquidity.
For
further information, see “Item 4 – Information on the Company — B. Business Overview” and Note 18 to our Audited
Financial Statements.
We
may be adversely affected if we cannot meet the goals and commitments that we establish in relation to climate change and other social
and environmental sustainability matters
There
has been an increased focus, including from investors, the general public and governmental and nongovernmental authorities, regarding
environmental, social and governance (ESG) matters, including with respect to climate change, GHG emissions, packaging, waste and circular
economy, sustainable supply chain practices, deforestation, land, energy and water use. This increased awareness with respect to ESG matters,
including climate change, may result in more prescriptive reporting requirements with respect to ESG metrics, an increased expectation
that such metrics will be voluntarily disclosed by companies such as ours, and increased pressure to make commitments, set targets, or
establish goals, and take action to meet them. As a result of this increased focus and our commitment to ESG matters, we have voluntarily
provided disclosure and established targets and goals with respect to various ESG matters, including climate change. For example, we have
made public commitments regarding our intended reduction of carbon emissions, including a reduction of our Scope 1 and 2 GHG emissions
by 30% by 2030 (as compared to 2018) and our goal to be Net zero by 2050 across our Scope 1 and 2 GHG emissions. In addition, in 2022
ICL’s Board approved the submission of a declaration to the SBTi organization, wherein the Company will commit to setting a near-term,
science-based target in accordance with the framework developed by the SBTi organization. In March 2023, SBTi officially confirmed ICL’s
commitment to develop near-term targets in accordance with the criteria and processes of the SBTi. We expect to submit our targets for
validation in line with the timeline criteria set out by SBTi.
Our
ability to achieve these or any other ESG and climate-change related goals or targets is subject to numerous factors and conditions, many
of which are outside our control. Examples of such factors include evolving regulatory requirements affecting sustainability standards
or disclosures or imposing different requirements, the pace of changes in technology, statutory challenges, our ability to promote and
adopt renewable energy including Mega projects in our global operational sites, the availability of requisite financing, the availability
of suppliers that can meet our sustainability and other standards and the emissions performance of others in our value chain. Furthermore,
standards for tracking and reporting such matters continue to evolve. Our selection of voluntary disclosure frameworks and standards,
and the interpretation or application of those frameworks and standards, may change from time to time or differ from those of others.
Methodologies for reporting this data may be updated and previously reported data may be adjusted to reflect improvement in the availability
and quality of third-party data, changing assumptions, changes in the nature and scope of our operations, and other changes in circumstances.
Our processes and controls for reporting sustainability and other matters across our operations and supply chain are evolving along with
multiple disparate standards for identifying, measuring, and reporting sustainability metrics, including sustainability-related disclosures
that may be required by the EU or other jurisdictions, reporting frameworks, other regulators policy makers locally and globally and industry
standards, that may change over time, which could result in significant revisions to our current goals, reported progress in achieving
such goals, or ability to achieve such goals in the future. If we fail to achieve or are perceived to have failed or been delayed in achieving,
or improperly report on our progress toward achieving these goals and commitments or are otherwise alleged to have made climate-related
statements that are incorrect, without support or that constitute so called “greenwashing”, it could negatively affect the
public’s preference for our products or investor confidence in our stock, as well as expose us to government enforcement actions
and private litigation.
ICL
Group Limited 10
The
accumulation of salt at the bottom of Pond 5, the central evaporation pond in our solar evaporation ponds system used to extract minerals
from the Dead Sea in Israel, requires regular harvesting of salt to maintain a fixed brine volume and thereby sustain the production capacity
of extracted minerals and prevent potential damage to the foundations and structures of hotels and other buildings situated close to the
edge of the pond
The
production process of the raw material requires the brine volume in Pond 5 to be preserved. Failure to maintain a constant volume of brine
in Pond 5 could result in a reduction of production capacity.
In
addition, a rise in the water level of Pond 5 above a certain point may cause structural damage to the foundations of hotel buildings
situated close to the water’s edge, to the settlement of Neve Zohar, and to other infrastructure that is located along the western
shoreline of Pond 5. The preservation of the water level in Pond 5 at a maximum height (15.1 meters), which was reached at the end of
2021, was achieved through a joint project of the Dead Sea Preservation Government Company Ltd. and DSW (which financed 39.5% of the project's
cost) by constructing coastline defenses. The project included raising the dyke along the western beachfront of Pond 5 across from the
hotels together with a system to lower subterranean water. Construction work with respect to the hotels' coastline has been completed,
and elevation work in the intermediate area between two hotel complexes has been conducted by the Dead Sea Preservation Government Company
Ltd. and is nearing completion.
Commencing
in 2022, the brine volume in Pond 5 has been preserved through the salt harvesting project ("the Permanent Solution"), the plan for which
was approved by the National Infrastructures Committee and the Israeli Government and includes the construction of the P‑9 pumping
station. As of the reporting date, the water level of Pond 5 has not exceeded its maximum height.
The
Permanent Solution to raise the water level in Pond 5 was established in an agreement with the Government of Israel in 2012, aiming to
provide a solution at least until the end of the current concession period in 2030.
ICL
Group Limited 11
In
2024, due to the security situation in Israel, the harvesting activity of the dredger was temporarily halted. The Company is working to
ensure proper and ongoing activity of its harvesting operations and to augment its ability to address future operational risks.
There
is no guarantee that the said projects for maintaining the Pond’s water level will be carried out without operational setbacks,
or at the cost we currently estimate, or that will prevent damage to the surrounding infrastructure, or to our operations in the Pond.
Operational difficulties, higher cost of the harvesting process or failure to provide solutions and/or any proof of damage caused could
materially and adversely affect our business, financial condition and results of operations.
For
further information see “Item 4 – Information on the Company — D. Property, Plant and Equipment” and Note 18 to
our Audited Financial Statements.
Any
disruption in the transportation systems we use to ship our products and receive raw materials could have a material adverse effect on
our business, financial condition and results of operations
Part
of our sales are bulk products characterized by large quantities. Most of this production quantity is shipped through dedicated facilities
from two seaports in Israel, one seaport in Spain and another seaport in the UK. Any significant disruption to seaport facilities and/or
the routes of transportation from the seaports, including labor strikes, regulatory restrictions and changes in the rights of use of seaport
facilities, including potential disruptions due to geopolitical and security events, may delay or prevent exports of our products to our
customers, which could materially and adversely affect our business, financial condition and results of operations. In addition, any significant
disruption, shortage, or unavailability of transportation to the seaports and between various sites, primarily through trains and trucks,
carrying our products and the raw materials we use in our business, could result in customer dissatisfaction, loss of production or sales
and higher transportation costs, higher insurance premiums, loss of insurance coverage, or higher equipment costs.
We
rely heavily upon truck, rail, tug, barge and ocean freight transportation to obtain the raw materials we need, to distribute raw materials
between our mines and facilities and to deliver our products to our customers. In addition, the cost of transportation is an important
part of the final selling price of our products. Finding affordable and dependable transportation is important in obtaining our raw materials
and supplying products to our customers. Higher costs for these transportation services or an interruption or slowdown due to factors
including extreme demand, high fuel and energy prices, labor disputes, layoffs, or other factors, might materially and adversely affect
the Company’s business, its financial condition and results of operations.
In
addition, the Company transports hazardous materials using specialized transport means, such as isotanks for the transport of bromine.
A malfunction in the transportation of hazardous materials in one of our specialized transport means may have an environmental impact
and/or cause harm to the health and or welfare of those affected, and, as a result, expose the Company to lawsuits and/or administrative
proceedings or fines. This could also lead to a halt in usage of such transportation systems until the cause of such malfunction is discovered
and/or for purposes of preventative maintenance and improvement of the transportation means. During a state of war, the schedule for bromine
transportation and direct loading is conducted according to authorities' guidelines. As a result, such measures may have a material adverse
effect on the Company’s operations, financial condition and results of operations.
ICL
Group Limited 12
We
are exposed to risks associated with our international activities, which could adversely affect our sales to customers as well as our
operations and assets in various countries. Some of these factors may also make it less attractive to distribute cash generated by our
operations outside Israel to our shareholders, use cash generated by our operations in one country to fund our operations or repayments
of our indebtedness in another country and support other corporate purposes or the distribution of dividends
As
a multinational company, we sell in many countries where we do not have production activity. A considerable portion of our production
is designated for export. As a result, we are subject to numerous risks and uncertainties relating to international sales and operations,
including:
| • |
Difficulties and costs associated with complying with a wide variety
of complex laws, treaties and regulations, including the US. Foreign Corrupt Practices Act (the “FCPA”), the UK. Bribery Act
of 2010, Section 291A of the Israeli Penal Law and similar laws in the jurisdictions in which we sell or operate; |
| • |
Unexpected changes in regulatory environments and increased government
ownership and regulation in the countries in which we operate; |
| • |
Political and economic instability, including civil unrest, inflation
and adverse economic conditions resulting from governmental attempts to reduce inflation, such as imposition of higher interest rates
and wage and price controls; |
| • |
Public health crises, such as pandemics and epidemics; and
|
| • |
The imposition of tariffs, exchange controls, trade barriers or
sanctions, new taxes or tax rates or other restrictions, including the current trade dispute between the US and China. |
The
occurrence of any of the above in the countries in which we operate or elsewhere could jeopardize or limit our ability to transact business
there and could materially adversely affect our revenues and operating results and the value of our assets.
Certain
policies and statements of the prior and current Trump administration have given rise to uncertainty regarding the future of international
trade agreements and the United States’ position on international trade. For example, on February 1, 2025, President Trump issued
three executive orders directing the US to impose new tariffs on imports from Canada, Mexico, and China, to take effect on February 4,
2025. On February 3, 2025, President Trump announced his intention to pause these tariffs on Canada and Mexico for the next month. The
tariffs impose an additional 25% ad valorem rate of duty on all imports from Canada and Mexico (other than imports of Canadian energy
resources exports, which are subject to a 10% ad valorem rate of duty) and an additional 10% ad valorem rate of duty on all imports from
China. On March 4, 2025, the new tariffs went into effect.
We
are currently evaluating the potential impact of the imposition of the announced tariffs to our business and financial condition. While
we do not believe that the tariffs will have a material adverse effect upon our results of operations, financial condition, or liquidity,
the actual impact of the new tariffs is subject to a number of factors including the effective date and duration of such tariffs, changes
in the amount, scope and nature of the tariffs in the future, any countermeasures that the target countries may take and any mitigating
actions that may become available.
ICL
Group Limited 13
Geopolitical
changes such as war or political sanctions may materially and adversely affect our business, financial condition and results of operations
War,
and/or governmental instability around the world are likely to negatively impact us. This impact may manifest itself in production delays,
distribution delays, business and economic uncertainty and volatility of global markets, loss of property, injury to employees, political
sanctions and difficulties in obtaining insurance coverage or increased insurance premiums.
In
October 2023, the Israeli government declared a state of war in response to attacks on its civilians in the south of Israel, which escalated
to other areas. The security situation has presented several challenges, including disruptions in supply chains and shipping routes, personnel
shortages due to recurring rounds of mobilization for reserve duty, additional costs to protect Company sites/assets, effects of reluctance
to perform contractual obligations in Israel during hostilities, various bans and limitations on trade and cooperation with Israel related
entities, and fluctuations in foreign currency exchange rates relative to the Israeli shekel. Additionally, regional tensions involving
Houthis attacks and threats to commercial vessels have intensified, disrupting shipping routes and commercial shipping arrangements, leading
to increased shipping costs. For further information, see risk factor “Due to our location in Israel and/or being an Israeli company,
which also operates outside of Israel, our business and operations may be exposed to war or acts of terror”.
The
extent of the impact of a war on our operational and financial performance will depend on future developments, including, but not limited
to:
| • |
The duration, severity and extent of a war, along with the necessary
measures undertaken by government authorities or other organizations to manage and mitigate its effects. |
| • |
The possibility of temporary closures of our facilities or the
facilities of our suppliers, customers, their contract manufacturers, and the possibility of certain industries shutting down. |
| • |
The ability to purchase raw materials in times of shortages resulting
from supply chain disruptions and production shutdowns. |
| • |
The ability of our suppliers, contractors and third-party providers
to meet their obligations to us at previously anticipated costs and timelines without significant disruption. |
| • |
Our ability to continue to meet the manufacturing and supply arrangements
with our customers at previously anticipated costs and timelines without significant disruption. |
| • |
The duration and severity of the sustained global or local recession,
and the uncertainty as to when economy will fully recover. |
| • |
Significant disruption of global financial markets and credit
markets, which may reduce our ability to access capital or our customers’ ability to pay us for past or future purchases, which
could negatively affect our liquidity. |
The
ultimate impact of a war is highly uncertain and subject to change. To the extent that a war may negatively impact our business, results
of operations, liquidity or financial condition, it may also have the effect of increasing many of the other risks described in this “Risk
Factors” section.
ICL
Group Limited 14
The
spread of a pandemic may materially and adversely affect our business, financial condition and results of operations
Spread
of a new pandemic, such as the Covid-19 pandemic, is likely to negatively impact us. This impact may manifest itself in production delays,
disruptions in supply chains, employees’ health as well as business and economic uncertainty and volatility to global markets.
For
example, the Covid-19 pandemic, as declared by the World Health Organization in March 2020, introduced significant business and economic
uncertainty and volatility to global markets. The response to the pandemic led us to modify some of our business practices, health and
safety measures and procedures to protect our employees.
A
pandemic introduces various challenges, including potential disruptions to production and uncertainties regarding global recession and
impacts on financial markets. Concerns encompass facility closures, raw material shortages, and decreased demand for our products. The
ability of suppliers and contractors to meet obligations and maintain timelines adds to the complexities. There is no certainty that our
updated practices will be sufficient to mitigate the risks posed by a pandemic, and therefore may negatively impact our business, results
of operations, liquidity or financial condition. A pandemic may also have the effect of increasing many of the other risks described in
this “Risk Factors” section.
Our
operations, financial condition and results of operations could be adversely affected by price increases or shortages with respect to
water, energy and our principal raw materials
We
use water, energy and various raw materials as inputs and we could be affected by higher costs or shortages of these materials, as well
as by changes in transportation prices. A significant increase in price or shortage of raw materials, inter alia: ammonia, sulphur, WPA
and 4D (which we purchase from third parties) could adversely and materially affect our results of operations, financial position, and
our business.
In
addition, our phosphate facilities use large quantities of water purchased from Mekorot, Israel’s national water company, at prices
set by the government. If these prices rise significantly, our costs will rise as well. In our plants in Sodom, we obtain water from an
independent system that is not part of the national water system. Lack of water at the water sources proximate to the plants or the imposition
of additional costs/charges for water usage would force the Company to obtain water from sources located further away and/or at a higher
cost.
Our
plants consume large amounts of energy. Moreover, energy is a significant component of the shipping costs of a considerable share of our
products. Significant price increases for energy, or energy shortages, would affect shipping costs, as well as production costs and/or
quantities.
The
supply of electricity to our production processes and facilities in Israel is provided by our power station in Sodom and the national
power grid. Our operations in Israel are dependent on these two sources and any significant malfunctions at the power station and/or interruption
of power supply from the national grid in Israel may lead to additional financial liabilities and potential shutdowns at our production
facilities, which could negatively affect ICL's ability to supply its products to both external customers and other ICL's sites using
them as raw materials and reduce revenue from decreased production capacity. In addition, our magnesium plant requires a continuous supply
of electricity, so any interruption in the power supply to the magnesium plant may cause significant damage to our magnesium production
process.
ICL
Group Limited 15
While
our plants are typically capable of using alternative energy sources (fuel oil and/or diesel fuel), failure to obtain NG in a timely manner
or energy shortages stemming from high demand in local markets, export preference and the like, can result in an increase in our energy
costs and/or in production losses, and could adversely and materially affect our business, financial condition and results of operations.
We
can provide no assurance that we will be able to impose increased costs with respect to water, energy and principal raw materials on our
customers. Our inability to impose such cost increases could adversely affect our margins. For further information, see “Item 4
‑ Information on the Company— B. Business Overview” and Note 5 to our Audited Financial Statements.
Completion
of major projects may be dependent on third‑party contractors and/or governmental obligations. Furthermore, termination of engagements
with contractors might entail additional costs
The
Company is required to execute key projects, which are fundamental to the Company’s continued operations and its ability to significantly
improve its competitive position in certain markets. For example, in DSW, a 24-kilometer conveyor system for transferring salt back to
the Northern Basin, is currently undergoing detailed engineering design, and is planned to be commissioned in 2027. In addition, the Company
is working to include a second salt dredger with commissioning planned in 2027. We are also advancing significant investments in projects
to increase our production capacity for our main product lines and in environmental projects. The completion of key projects could also
be dependent on third-party contractors. Situations wherein such contractors encounter financial or operational difficulties, or have
significant disagreements with the Company, could cause a significant delay in the planned timetables for completion of a project and/or
material deviations from its budget and may even jeopardize its completion altogether. This could adversely and even materially affect
our business, financial condition and results of operations.
The
inflow of significant quantities of water into the Dead Sea could adversely affect production at our plants
The
inflow of significant quantities of water into the Dead Sea could adversely affect production at our plants and may alter the composition
of the Dead Sea water in a manner that lowers the concentration of the solution pumped into the evaporation ponds, which may adversely
affect production at ICL plants, our results of operations financial position, and our business. This risk may materialize, among other
things, due to floods, the construction of a canal connecting the Mediterranean Sea with the Dead Sea, the inflow of water from the Sea
of Galilee (Kinneret) to the Dead Sea via the Jordan River, or the construction of a canal from the Red Sea to the Dead Sea.
We
are exposed to the risk of labor disputes, slowdowns and strikes
From
time to time, we experience labor disputes, slowdowns and strikes. A significant portion of our employees are subject to collective labor
agreements, mainly in Israel, China, Germany, United Kingdom, Spain, the Netherlands and Brazil. Prolonged slowdowns or strikes at any
of our plants may disrupt production and result in non-delivery of products already ordered. Also, ramp-up time would be needed to return
to full production capacity at facilities. Due to the interdependence between ICL plants, slowdowns or strikes at any of ICL's plants
may affect the production capacity and/or production costs at other ICL plants. During labor disputes, labor unions may impose certain
sanctions which may include blocking or delaying the transfer of goods through the factory gates. Such disputes may escalate into
a strike. Labor disputes, slowdowns or strikes, as well as the renewal of collective labor agreements, may entail significant costs and
loss of profits, which could adversely, and even materially, affect our operating results and our ability to implement future operational
changes for efficiency purposes.
ICL
Group Limited 16
Some
of our employees have pension and health insurance arrangements that are our responsibility
Some
of our employees have pension and health insurance arrangements that are our responsibility. We have monetary reserves against some of
these liabilities that are invested in financial assets. Changes in life expectancy, capital markets or other parameters by which undertakings
to employees and retirees are calculated, as well as statutory amendments, could increase our net liabilities for these arrangements.
For information about our employee benefits liabilities and composition of plan assets, see Note 16 to our Audited Financial Statements.
The
discontinuation, cancellation or expiration of government incentive programs or tax benefits; entry into force of new or amended legislation
or regulations with respect to additional and/or increased fiscal liabilities to be imposed on us; or imposition of new taxes or changes
to existing tax rates, could all materially and adversely affect our business, financial condition and results of operations
Any
of the following may have a material adverse effect on our operating expenses, effective tax rate and overall business results:
| • |
Some government incentive programs may be discontinued, expire
cancelled or changed. |
| • |
Governments may initiate new legislation or amend existing legislation
in order to impose additional and/or increased fiscal liabilities on our business, such as additional royalties, natural resource taxes
or required investments, as has occurred in Israel, for example, with respect to the Law for Taxation of Profits from Natural Resources.
|
| • |
The applicable tax rates may increase. |
| • |
We may no longer be able to meet the requirements for continuing
to qualify for some incentive programs. |
| • |
Changes in trade agreements between countries, such as in the
trade agreements between the United States and China. |
| • |
Changes in international taxation laws, as may be adopted by several
countries we operate in, or sell to, may result in additional taxes or high tax rates being imposed on our operations. |
Our
tax expenses and resulting effective tax rate reflected in our consolidated financial statements may increase over time due to changes
in corporate income tax rates and/or other changes in tax laws in the various countries in which we operate. We are subject to taxes in
many jurisdictions, including jurisdictions in which we have a limited presence, and we exercise a certain amount of discretion in determining
our provision for tax liability. For instance, we consider ongoing trends in international tax law and follow OECD recommendations, among
them, the BEPS 2.0 and Pilar 2 minimum tax regime which are applicable to our company, as well as to significant changes to international
tax laws and practices that may be adopted by various jurisdictions. These changes could result in our being subject to tax in jurisdictions
in which we currently are not subject to tax (including jurisdictions in which we have limited or no operations other than sales activities).
In addition, our company is subject to examination by tax authorities in numerous jurisdictions. As part of such tax examinations, the
relevant tax authorities may disagree with the taxable income we report and may also dispute our interpretation of applicable tax legislation
relating, among other things, to taxes on natural resources and inter-company agreements.
ICL
Group Limited 17
CFC
taxation
The
Company operates in many countries around the world. Under certain conditions, tax laws in certain countries provide that income from
passive activities (and in certain cases, active activities) from Controlled Foreign Companies ("CFC") shall be considered taxable income
even if not distributed. The conditions include, among other, the ratio between active and passive income and tax rates applied in foreign
countries. Although the Company is acting in accordance with the relevant tax legislation, there is a risk that tax authorities will require
additional tax payments, to the extent that the Company's position regarding meeting the conditions of Controlled Foreign Companies (CFC)
will not be accepted.
Changes
in valuations and estimates, which serve as a basis for analyzing our contingent liabilities and for the recognition and measurement of
assets and liabilities, including provisions for waste removal and the reclamation of mines, may materially and adversely affect our business,
financial condition and results of operations
As
part of the preparation and composition of our financial statements, we are required to exercise discretion, make use of valuations and
estimates and make assumptions that affect, among other things, the amounts of assets and liabilities, income and expenses. When formulating
such estimates, we are required to make assumptions concerning circumstances and events that involve uncertainty, such as, legal claims
pending against ICL. We exercise our discretion based on our past experience, various facts, external factors and reasonable assumptions,
according to the circumstances relevant to each estimate. It should be noted that actual results may differ, and even materially so, from
such estimates which may materially and adversely affect our business, financial condition and results of operations. For further information,
see Note 2 to our Audited Financial Statements.
We
have expanded our business by mergers and acquisitions, as well as by investment in new markets, organizational restructuring and various
initiatives designed to streamline the Company's operations and to increase production capacity and reduce costs of our existing operations.
This could result in a diversion of resources and significant expenses, a disruption of our existing business operations and an adverse
effect on our financial condition and results of operations
Negotiation
processes with respect to potential acquisitions or joint ventures, as well as the integration of acquired or jointly developed businesses,
require management to invest time and resources, in addition to significant financial investments, and we may not be able to realize or
benefit from the potential involved in such opportunities. Future acquisitions could lead to substantial cash expenditures, dilution due
to issuance of equity securities, the incurrence of debt and contingent liabilities, including liabilities for environmental damage caused
by acquired businesses prior to or after the date we acquired them, a decrease in our profit margins, impairment of intangible assets
and goodwill; and increased governmental oversight over the Company’s activity in certain areas. There is no guarantee that businesses
that have been or will be acquired will be successfully integrated with our current businesses and operations, and we may not realize
the anticipated benefits of such acquisitions and even incur losses as a result thereof.
Some
of our partners or potential partners in these business initiatives are governments, governmental bodies or publicly owned companies.
We may face certain risks in connection with our investments in partnerships including, for example, if the needs, desires or intents
of our partners change, if the government changes or if the ownership structure of our partners changes.
In
addition, we are deploying several initiatives to improve our existing operations, including initiatives to increase production and reduce
operating costs at our facilities.
ICL
Group Limited 18
If
our initiatives will not succeed, our business, financial condition and results of operations, as well as competitive position, could
be materially and adversely affected.
As
a multinational company, our financial results may be adversely affected by currency fluctuations and restrictions, as well as by credit
risks
Our
global activities expose us to the impact of currency exchange rate fluctuations. Our financial statements are prepared in US dollars.
Our sales are in a variety of currencies, primarily in US dollars and euros. As a result, we are currently subject to significant foreign
currency risks that affect our financial results and may face greater risks as we enter new markets. We may also be exposed to credit
risks in some of these markets. The imposition of price controls and restrictions on the conversion of foreign currencies could also have
a material adverse effect on our financial results. Part of our operating costs are incurred in currencies other than US dollars, particularly
in euros, NIS, GBP, BRL and RMB. As a result, fluctuations in exchange rates between the currencies in which such costs are incurred and
the US dollar may have a material adverse effect on the results of our operations, the value of the balance sheet items measured in foreign
currencies and our financial condition.
We
use derivative financial instruments and "hedging" measures to manage some of our net exposure to currency exchange rate fluctuations
in the major foreign currencies in which we operate. However, not all of our potential exposure is covered, and certain elements of the
Company’s financial statements are not fully protected against foreign currency exposures. Therefore, our exposure to exchange rate
fluctuations could have a material adverse effect on our financial results.
See
“Item 11 – Quantitative and Qualitative Disclosures about Market Risk — Exchange Rate Risk”.
Because
some of the Company’s liabilities bear interest at variable rates, we are exposed to the risk of interest rate increases that could
materially and adversely affect our business, financial condition and results of operations
A
portion of our liabilities bear interest at variable rates and therefore, we are exposed to the risk stemming from an increase in interest
rates. Such increase in interest rates may also occur as a result of a downgrade in our credit rating.
From
time to time, the Company uses financial instruments including derivatives to hedge this exposure. The Company uses interest rate swap
and cross currency swaps contracts mainly in order to reduce the exposure to cash flow risk in respect of changes in interest rates.
An
increase in interest rates would increase our financing expenses and could materially and adversely affect our business, financial condition
and results of operations.
We
may be exposed to material fines, penalties and other sanctions and other adverse consequences arising out of FCPA investigations and
related matters
We
are required to comply with the US Foreign Corrupt Practices Act (the "FCPA"), the UK Bribery Act and similar anti-corruption laws in
other jurisdictions around the world where we operate. We do business in countries that may be considered as high risk in this regard.
Compliance with these laws has been subject to increasing focus and activity by regulatory authorities, both in the US and elsewhere,
in recent years. Actions by our employees, as well as third party intermediaries acting on our behalf, in violation of such laws, whether
carried out in the US or elsewhere in connection with the conduct of our business, could expose us to significant liability for violations
of the FCPA or other anti-corruption laws and accordingly may have a material adverse effect on our reputation and our business, financial
condition and results of operations.
ICL
Group Limited 19
Any
cyberattack, interruption, breakdown, destruction, disruption, cybersecurity breach or other similar incident with respect to our, or
our vendors’ or service providers’, IT systems, OT systems or infrastructure could adversely affect our business
Our
information technology (IT) systems and operational technology (OT) systems, including our hardware, software and telecommunications networks,
as well as those of our third-party vendors and service providers, are critical to the operation of our business, including our ability
to successfully perform day-to-day operations.
Any
cyberattack, interruption, breakdown, destruction, disruption, cybersecurity breach or other similar incident with respect to our, or
our third-party vendors’ or service providers’, IT systems, OT systems or infrastructure by authorized or unauthorized persons
could materially and adversely affect our business and operations and, in some cases, even lead to environmental damage or other harm
or damage to the civilian population located in the vicinity of our production facilities. We may not be able to anticipate, detect or
react to such incidents in a timely manner or adequately remediate any such incidents. Moreover, such incidents could also disrupt sensitive
production facilities or the security thereof; compromise our, or our third-party vendors’ or service providers’, systems
or networks; result in theft, loss or destruction of information, money or other assets; require significant management attention and
resources; result in the violation of applicable data privacy and cybersecurity laws and regulations; subject us to legal liabilities,
damages, penalties, fines, enforcement actions and notification obligations; negatively impact our reputation among our customers, business
partners and the public, and cause us to incur significant costs, any of which could have a material adverse effect on our business, financial
condition and results of operations.
Our,
and some of our third-party vendors’ and service providers’, systems and networks have been, and are expected to continue
to be, the target of malware and other cyberattacks. Despite our investment in measures to mitigate these risks, we cannot guarantee that
these measures will be successful in preventing any compromise, disruption or failure of our data or our IT systems, OT systems or infrastructure.
We also have a limited ability to control or monitor the operations and security of our third-party vendors and service providers, and
there can be no assurance that the data, IT systems, OT systems or infrastructure owned or controlled by such third parties will be secure.
Furthermore, we may have limited recourse with such third-party vendors or service providers in the event an issue arises. As we become
more dependent on IT systems, OT systems and infrastructure to conduct our operations, and as the number, sophistication and severity
of cyberattacks increase, the risks associated with cybersecurity increases. Additionally, as cybersecurity threats and incidents continue
to evolve, we may be required to incur additional expenses to enhance our protective measures or to remediate any information security
vulnerability, security breach or other similar incident.
These
risks apply to both our operations and to the operations of third parties crucial to our business. Cybersecurity threats and incidents,
characterized by uniqueness, persistence and constant evolution, may be carried out by organized crime, terrorists, hacktivists, nation-states,
state-sponsored organizations or other threat actors with malicious intentions and significant resources and sophistication, any of which
may see their effectiveness enhanced by the increasing use of artificial intelligence (AI). Given the high level of threat and sophistication,
robust defense capabilities and increased resources are imperative, but cannot guarantee complete protection from cybersecurity risks.
These risks encompass various forms, including, but not limited to, installation of malicious software, ransomware, viruses, social engineering
(including phishing attacks and other forms of digital impersonation), denial of service attacks, employee theft or misuse, unauthorized
access to data, software bugs, server malfunctions, software or hardware failure, and other cybersecurity threats and incidents. These
risks may derive from human error, fraud or malice from employees or third parties or accidental technological failure and have increased
in frequency, scope and potential impact in recent years, posing challenges in effective detection, defense, mitigation and remediation.
Notably, these risks have been heightened in connection with ongoing global conflicts and other geopolitical events, and we cannot be
certain how this new risk landscape will impact our operations. When geopolitical conflicts develop, critical infrastructures may be targeted
by nation-states or state-sponsored organizations even if they are not directly involved in the conflict, and there can be no assurance
that our business will not become a potential target.
ICL
Group Limited 20
Our
operations also depend on the timely backups, maintenance, upgrade, software updates and replacement of such systems. While we regularly
evaluate the need to backup, maintain, upgrade, update or replace such systems to protect our operations, stay current on products
offered by our third-party vendors and service providers, and improve the efficiency and scope of our IT and OT capabilities, such
efforts may not result in the productivity or cybersecurity improvements at the levels anticipated or could adversely impact our
operations by requiring substantial capital expenditures, diverting management’s attention, or causing delays, disruptions or difficulties
in transitioning to new systems. Any of the foregoing, if not anticipated or appropriately mitigated, could have an adverse and material
effect on our business, financial condition and results of operations.
Even
though the Company has insurance coverage associated with the foregoing, it may not be sufficient to cover all potential losses. We also
cannot ensure that our existing cybersecurity insurance coverage will be sufficient to cover the successful assertion of one or more large
claims against us, continue to be available on acceptable terms, or at all, or that the insurer will not deny coverage as to any future
claim.
For
further information on our cybersecurity policies and measures, see “Item 16K — Cybersecurity.”
Compliance
with and changes in data privacy and cybersecurity laws and regulations could require us to make substantial capital expenditures and
incur costs and liabilities and adversely affect our performance
In
the ordinary course of business, we collect, use, store, disclose, transfer and otherwise process personal information, including personal
information specific to employees, customers, vendors and other individuals. We may transfer some of this personal information to third
parties with whom we do business, such as our third-party vendors and service providers. Accordingly, we are subject to a variety of stringent
data privacy and cybersecurity laws and regulations at the state, federal and international level, as well as contractual requirements,
industry standards and other obligations related to data privacy and cybersecurity. For example, at the US state level, we are subject
to, among other things, the California Consumer Privacy Act, as amended by the California Privacy Rights Act, which gives California residents
certain rights with respect to their personal information. At the US federal level, we are subject to, among other things, the authority
of the US Federal Trade Commission, which initiates enforcement actions in response to cybersecurity breaches and regulates unfair or
deceptive acts or practices, including with respect to data privacy and cybersecurity. At the international level, we are subject to,
among other things, the EU’s General Data Protection Regulation (the “GDPR”) and, following the withdrawal of the UK
from the EU, the UK General Data Protection Regulation (i.e., a version of the GDPR as implemented into UK law), both of which impose
strict obligations and restrictions concerning the processing of personal data and provide certain individual privacy rights to persons
whose data is processed.
Additionally, our operations are subject to Israeli law, specifically the Israeli Protection of Privacy Law and the Israeli Protection
of Privacy Regulations (Data Security). These legal frameworks establish principles and obligations related to the processing of personal
data within the jurisdiction of Israel, emphasizing lawful processing, data subject rights, and the implementation of robust data security
measures.
ICL
Group Limited 21
The
legal and regulatory environment surrounding data privacy and cybersecurity is rapidly evolving, and such laws and regulations may be
interpreted and applied differently over time and from jurisdiction to jurisdiction, and it is possible that they will be interpreted
and applied in ways that may have a material and adverse impact on our business. While we have implemented certain measures to comply
with applicable data privacy and cybersecurity laws and regulations, as well as contractual requirements, industry standards and other
obligations, such laws and regulations are in some cases relatively new and the interpretation and application of these laws and regulations
are uncertain. Thus, there can be no assurance that our efforts will be deemed compliant with such laws and regulations. As discussed
earlier, we are also subject to the risks of cybersecurity threats or incidents, which may themselves result in a violation of such laws
and regulations and may require us to report certain incidents to affected individuals or the relevant regulatory authorities. Compliance
with these laws and regulations, other similar laws and regulations that may be enacted in the future and other applicable data privacy
and cybersecurity obligations could also cause us to incur substantial costs or require us to change our business practices, including
our data practices, in a manner adverse to our business. Any failure, or perceived failure, by us to comply with applicable data privacy
and cybersecurity obligations could result in enforcement actions, investigations, litigation, imposition of fines or civil or criminal
penalties. We also post public privacy policies and other documentation regarding our collection, use, storage, disclosure, transfer and
other processing of personal information, and any actual or perceived failure to comply with our published privacy policies and other
documentation may carry similar consequences if our published policies and other documentation are found to be deceptive, unfair or misrepresentative
of our actual practices. Any of the foregoing could have a material adverse effect on our business, financial condition and results of
operations.
Failure
to retain and/or recruit personnel for key operational/professional positions, or to attract additional executive and managerial talent,
could materially and adversely affect our business
Given
the complexity of our businesses and their global reach, we rely upon our ability to recruit and retain skilled management and other employees, including
engineers, agronomists, scientists, technical equipment operators, programmers, data scientists, and other employees with special expertise.
Much of our competitive advantage is based on the expertise, experience and know-how of our key personnel. Any loss of service of key
members of our organization, or any reduction in our ability to continue to attract high-quality employees may delay or prevent the achievement
of major business objectives and may have a material adverse effect on our business, financial condition and results of operations.
We
may not succeed in reducing our operating expenses within the framework of various efficiency programs implemented by the Company in its
various sites
To
cope with the challenging business environment prevailing in recent years and the increasing level of competition, we constantly review
our total expenses and cost structure, and accordingly implement, from time to time, various efficiency programs designed to reduce costs.
Such programs are subject to risks and uncertainties, and actual results may differ, even materially, from those planned or expected,
and might adversely affect our business and operations, as well as our ability to realize other aspects of our strategy.
ICL
Group Limited 22
The
Company relies on access to capital markets as it borrows money from various sources to fund its operations and it frequently engages
in refinancing activities
The
level at which the Company is leveraged could affect our ability to obtain additional financing for acquisitions, refinancing of existing
debt, working capital or other purposes, could adversely affect our credit rating, and could make us more vulnerable to industry downturns
and competitive pressures, as well as to interest rate and other refinancing risks. In addition, capital markets have been more volatile
in recent years. Such volatility may adversely affect our ability to obtain financing on favorable terms at times in which we need to
access the capital markets. Our ability to refinance existing debt and meet our debt service obligations will be dependent upon our future
performance and access to capital markets, which will be subject to financial, business and other factors affecting our operations (including
our long-term credit ratings), many of which are beyond our control. Our credit rating may be downgraded, among other things, due to our
future performance, the degree we are leveraged and deterioration of the business environment.
The
instruments relating to our debt contain covenants and, in some cases, require us to meet certain financial ratios. Failure to comply
with financial covenants could result in an event of default under the applicable instrument, which could result in the related debt and
the debt issued under other instruments becoming immediately due and payable. In such event, we would need to raise funds from alternative
sources, which may not be available to us on favorable terms or at all. Alternatively, any such default could require us to sell our assets
or otherwise curtail operations in order to satisfy our obligations to our creditors.
In
September 2021, the Company entered into a sustainability linked loan (SLL) agreement and in April 2023, into a Sustainability-Linked
Revolving Credit Facility Agreement, both of which includes sustainability performance targets, any failure to comply with these targets
or failure to successfully track certain measurements we need to provide pursuant to the SLL, may result in penalties and impede our efforts
to raise funds, which may not be available to us on favorable terms or at all, especially as such loans become increasingly common. For
further information, see Note 13 to our Audited Financial Statements.
The
Company is exposed to risks relating to its current and future activity in emerging markets
We
operate in several emerging markets and may have future activities in additional emerging markets. Activity in these regions is exposed
to the socioeconomic conditions, as well as to the laws and regulations governing the agricultural, food and industrial sectors in these
countries. The additional risks entailed in operating in emerging markets include, but are not limited to, high inflation rates; extreme
fluctuations in exchange rates, martial law, war or civil war; social unrest; organized crime; expropriations and nationalizations; rescindment
of existing licenses, approvals, permits and contracts; frequent and significant changes in taxation policies; restrictions on the use
and trade of foreign currency. Governments in certain jurisdictions often intervene in the country’s economy, and at times even
introduce significant changes to policy and regulations. Changes in the policies governing the food, agricultural and industrial sectors
or changes in political attitudes in the countries wherein we operate could adversely affect our operations or profitability. Our operations
could be affected at various degrees by governmental regulations relating to production limitations, price controls, controls of export,
currency transfer, product imports and supply, taxes and royalties, divesture of property, licenses, approval and permits, environmental
issues, real estate claims by residents, water use and workplace safety. Failure to comply with domestic laws, regulations and procedures
may result in the loss, revocation or divesture of licenses, imposition of additional local oversight of activities or other interests.
We are monitoring the developments and policies in emerging markets in which we operate, and regularly assess their effect on our operations;
however, such developments cannot be accurately anticipated, which, insofar as they occur, could adversely and even materially affect
our activity and/or profitability.
ICL
Group Limited 23
Risks
Related to Our Industry
Sales
of our fertilizer products are subject to the conditions in the agricultural industry
Most
of our fertilizer products are sold to producers of agricultural produce. Fertilizer sales may be adversely affected as a result of a
decline in agricultural produce prices or the availability of credit, or other events that cause farmers to plant less and consequently
reduce their use of fertilizers. For example, periods of high demand, increasing profits and high-capacity utilization tend to lead to
new investment in crops and increased production. This growth increases supply until the market is over‑saturated, leading to declining
prices and declining capacity utilization until the cycle repeats. As a result, the prices and quantities of fertilizer products sold
have been volatile. As potash and phosphate prices and quantities sold have a very significant influence on our business results, low
prices and/or low quantities could cause our results of operations to fluctuate and, potentially, materially deteriorate.
The
prices at which we sell our fertilizer products, and our sales volumes could fall in the event of industry oversupply conditions, which
could have a material adverse effect on our business, financial condition and results of operations. Alternatively, high prices may lead
our customers to delay purchases in anticipation of lower prices in the future, thereby decreasing our sales volumes. These factors could
materially and adversely affect our business, financial condition and results of operations.
In
addition, government policies, and specifically, subsidy levels, may affect the number of agricultural crops and, as a result, sales of
our fertilizer products. Generally, reductions in agricultural subsidies to
the farmer or increases in subsidies to local fertilizer manufacturers in countries where we sell our products have an adverse effect
on our fertilizer business. In addition, the ongoing trade dispute between the US and China may also affect the sales of some of the Company’s
products through continued imposition of existing tariffs or increased tariffs or other trade barriers that may negatively affect our
sales directly and/or indirectly by affecting our customers’ business and operations, which in turn could materially and adversely
affect our business, financial condition and results of operations.
Finally,
the agricultural industry is strongly affected by local weather conditions. Conditions such as heavy storms, long periods of drought,
floods, or extreme seasonal temperatures could affect the local crop’s quality and yield and cause a reduction in the use of fertilizers.
Loss of sales in an agricultural season in a target country as a result of weather‑related events can cause a loss of sales for
the entire year.
Sales
of our Industrial Products and Phosphate Solutions segments’ products are affected by various factors that are not within our control,
including developments in the end markets of industrial materials and
food, legislative changes, recession or economic slowdown and changes in currency exchange rates
Sales
of our Industrial Products and Phosphate Solutions segments’ products are affected by global economic conditions in the markets
in which we operate. For example, our sales may be affected by the slow economic recovery or any reversal thereof in Europe. In addition,
we have significant manufacturing operations in Europe and a large portion of our European sales are in euros, while some of our competitors
are manufacturers located outside Europe whose operational currency is the US dollar. As a result, a strengthening of the euro exchange
rate against the US dollar increases the competitive advantage of these competitors.
ICL
Group Limited 24
The
sales of oil drilling products depend on the extent of operations in the oil drilling market, mainly in deep-sea drilling, which in turn
is dependent on oil prices, and on the decisions of oil companies regarding rates of production.
The
operation of the Phosphate Solutions segment in the food industry is affected by legal provisions and licensing regulations relating to
health. This area is characterized by stringent regulatory requirements that are updated from time to time by enforcement agencies. Adjustments
of our operations to the changes in regulation, including the technological complexity and feasibility of such adjustments, may adversely
affect the sales of our products.
In
addition, the ongoing trade dispute between the US and China may also affect the sales of some of our products through continued imposition
of existing tariffs or increased tariffs or other trade barriers that may negatively affect our sales directly and/or indirectly by affecting
our customers’ business and operations, which could materially and adversely affect our business, financial condition and results
of operations.
Sales
of our magnesium products are affected by various factors that are not within our control, including developments in the end markets of
magnesium, legislative changes, recession or economic slowdown, changes in currency exchange rates, antidumping and countervailing duties
Sales
of our magnesium products are affected by global economic conditions in the markets in which we operate. For example, our sales may be
affected by any economic reversal in the aluminum sector, steel sector, and the casting sector of parts made using magnesium alloys (mainly
for uses in the vehicle industry).
In
addition, environmental regulations, significant changes in the USD against the NIS exchange rate and trade barriers may negatively affect
our sales directly and/or indirectly by affecting our customers’ business and operations, which could materially and adversely affect
our business, financial condition and results of operations.
The
Company’s magnesium activities may be subject to antidumping and countervailing duties on imports of magnesium that are imposed
in order to protect the local producer in the target markets. If such duties are imposed, it may result in difficulties or inability to
sell our magnesium products in these markets and thus negatively affect the Company's magnesium activities economic viability.
Our
operations are subject to a crisis in financial markets
As
a multinational company, ICL's financial results are affected by global economic trends, changes in the terms of trade and financing and
fluctuations of currency exchange rates. A crisis in the financial markets could result in a reduction in the international sources of
credit available for the purpose of financing business operations. The impact of such a crisis might be expressed in terms of availability
of credit to us and the price of credit or reduce our customers’ ability to pay us for past or future purchases.
As
a leading global specialty minerals company, the nature of our activities means that we are inherently exposed to hazards relating to
materials, processes, production and mining
We
are subject to hazards inherent in chemical manufacturing and the related storage and transportation of raw materials, products and waste.
These hazards include explosions, fires, mechanical failures, remediation complications, chemical spills and discharges or releases of
toxic or hazardous substances. During our mining operations, particularly underground mining, additional hazards may occur, such as high
levels of temperature requiring proper ventilation of the mine, high levels of dust which negatively affect the mining operation, flooding
of the mine and others. These hazards can cause severe damage to or destruction of property and equipment, environmental damage, personal
injury and loss of life and may result in suspension of operations and the imposition of civil or criminal penalties.
ICL
Group Limited 25
Our
manufacturing facilities contain sophisticated manufacturing equipment. In the event of a major disruption in the operations of any of
this equipment, we may not be able to resume manufacturing operations for an extended period. The occurrence of material operating problems
at our facilities may have an adverse and even material effect on us, during and after the period of such operational difficulties, and
expose us to significant liabilities and costs, dependent on the continued operation of our production facilities. For example, a malfunction
in the operation of the dredger as part of the salt harvesting activity in DSW, designed to maintain a fixed brine volume at Pond 5, could
harm, and even materially so, the production capacity of extracted minerals, and thereby adversely and materially affect our operations.
For
further information, see “Item 4 – Information on the Company — B. Business Overview”, and Note 18 to our Audited
Financial Statements.
Accidents
occurring during our industrial and mining operations, including failure to ensure the safety of our workers and processes, could adversely
affect our business
Various
occupational hazards are inherent in our industrial and mining operations. Thus, our operations require that we take special precautionary
measures to maintain a safe and healthy work environment. To ensure the safety of workers and others in the Company's facilities, we are
subject to strict occupational health and safety standards, prescribed by local, national and international laws, regulations and standards.
Additionally, we are exposed to operational risks associated with industrial or engineering activities, such as maintenance problems or
equipment failures.
Some
of our manufacturing or marketing activities (and sometimes transportation and storage as well) entail safety risks that we attempt to
minimize but are unable to eliminate. In various countries, including Israel and the US, legislation exists that can impose liability
on us irrespective of our actual intent or negligence. Other laws impose liability on defendants jointly and severally, and sometimes
retroactively, and therefore can cause us to be liable for activities executed jointly with others and at times solely by others. In March
2023, a fatal accident occurred at the Cabanasses mine in Spain, which is still under investigation by local authorities. This incident
was followed by a gradual ramp-up in production due to extraordinary safety measures.
Failure
to implement, or a deviation from our safety measures and standards, or failure to prevent or appropriately respond to a safety-related
incident, or other operational risks, may result in personnel injuries or fatalities, production shutdowns, disruption of operations and
significant legal and financial liabilities. The occurrence of material safety incidents at our facilities could have a material adverse
effect on us, and we may be exposed to substantial liabilities and costs under such circumstances.
For
further information, see “Item 4 – Information on the Company — B. Business Overview “.
We
are exposed to the risk of third‑party and product liability claims
We
are also exposed to risk of liability related to damage caused to third parties by our operations or by our products. We have third‑party
liability insurance for damages caused by our operations and for product liability. However, there is no certainty that this insurance
will fully cover all damage for such liability. Moreover, sale of defective products by us might lead to a recall of products by us or
by our customers. In addition, the sale of defective products, as well as damage caused to third parties, by our activities or our products
may harm our public image and reputation and, as a result, materially and adversely affect our business, financial condition and results
of operations.
ICL
Group Limited 26
Product
recalls or other liability claims as a result of food safety and food-borne illness concerns could materially and adversely affect us
We
develop and produce functional food ingredients and supplements, as well as phosphate additives for the food industry. Selling ingredients,
supplements and additives used in products sold for human consumption involves inherent legal and other risks, including product contamination,
spoilage, product tampering, allergens, or other adulteration. We could decide to, or be required to, recall products due to suspected
or confirmed product contamination, adulteration, misbranding, tampering, or other deficiencies. Product recalls or market withdrawals
could result in significant losses due to their costs, the destruction of product inventory, and lost sales due to the unavailability
of the product for a period of time.
Because
food safety issues could be experienced at the source or by food suppliers or distributors, food safety could, in part, be beyond our
control. Regardless of the source or cause, any report of food-borne illness or other food safety issues such as food tampering or contamination
of products that contain our ingredients or additives could adversely impact our reputation, hindering our ability to renew contracts
on favorable terms or to obtain new business, and have a negative impact on our sales. Even instances of food-borne illness, food tampering
or contamination of products that do not contain our ingredients or additives could result in negative publicity and could negatively
impact our sales.
We
may also suffer losses if our products or operations violate applicable laws or regulations, or if our products cause injury, illness,
or death. A significant product liability or other legal judgment or a related regulatory enforcement action against us, or a significant
product recall, may materially and adversely affect our reputation and profitability. Awards of damages, settlement amounts and fees and
expenses resulting from such claims and the public relations implications of any such claims could have an adverse effect on our business.
The availability and price of insurance to cover claims for damages are subject to market conditions that we do not control, and such
insurance may not cover all the costs of such claims and would not cover damage to our reputation. Moreover, even if a product liability
or fraud claim is unsuccessful, has no merit, or is not pursued, the negative publicity surrounding assertions against our products or
processes could materially and adversely affect our business, financial condition and results of operations.
Our
insurance policies may not be sufficient to cover all actual losses that we may incur in the future
We
maintain, among others, property, environmental, business interruption, cyber, casualty, professional and malpractice insurance policies.
However, we are not fully insured against all potential hazards and risks incidental to our business, including to damages which may be
caused by the negligence of our employees. We are subject to various self‑retentions and deductibles under these insurance policies.
As a result of market conditions, our loss experience and other factors, our premiums, self‑retentions and deductibles for insurance
policies can increase substantially and, in some instances, certain insurance may become unavailable or available only for reduced amounts
of coverage. In addition, significantly increased costs could lead us to decide to reduce, or possibly eliminate, coverage. As a result,
a disruption of the operations at one of our key facilities or a significant casualty could have a material adverse effect on our financial
condition and results of operations. Furthermore, our insurance may not fully cover our expenses related to claims and lawsuits that may
be filed against us, or expenses related to legislation that is being promoted and enacted with adverse effect on us. In addition, it
is possible that there are risks that we did not identify and are thus not covered by the insurance policies acquired by the Company.
ICL
Group Limited 27
Risks
Related to Our Operations in Israel and/or to the Company being an Israeli Company
Due
to our location in Israel and/or being an Israeli company, which also operates outside of Israel, our business and operations may be exposed
to war or acts of terror
War,
acts of terror and/or governmental instability in the regions where we operate are likely to negatively impact us. This impact may manifest
itself in production delays, distribution delays, loss of property, increasing cyber-attacks, injury to employees, political sanctions
and difficulties in obtaining insurance coverage or increased insurance premiums. In addition, the company may face risks relating to
boycotts, sanctions, bans, and other targeted actions due to geopolitical factors associated with its Israeli origin. These actions can
lead to decreased sales and revenue, reputational damage, operational disruptions, and legal challenges.
Our
plants may be targets for terrorist acts due to the chemicals they store. We do not have property insurance against war or acts of terror,
other than compensation from the State of Israel pursuant to Israeli law, which covers only physical property damage, without accounting
for reinstatement values. It is noted that since the construction of our initial facilities in the 1950s, we have never experienced material
business interruptions due to war or acts of terror, but we can provide no assurance that we will not be subject to any such interruptions
in the future.
Our
IT systems, OT systems, and infrastructure, and those of our third-party vendors and service providers constitute a basic platform for
operational continuity and are also potential targets of malware and other cyberattacks. Potential cybersecurity threats and incidents
can cause, among other things, damage to such systems and our plants, data loss, software vulnerability and external and internal access
to sensitive and confidential information, including personal information. We have implemented a plan for safeguarding and backing up
such systems. Such implementation includes separation of our information networks from the computerized process systems, physical protection
of the computer rooms and terminals and training of employees. However, there is no assurance that the Company will successfully accomplish
complete protection from cybersecurity risks. For more information, see “Any cyberattack, interruption, breakdown, destruction,
disruption, cybersecurity breach or other similar incident with respect to our, or our vendors’ or service providers’, IT
systems, OT systems or infrastructure could materially and adversely affect our business”.
In
October 2023, the Israeli government declared a state of war in response to attacks on its civilians in the south of Israel, which escalated
to other areas. The security situation has presented several challenges, including disruptions in supply chains and shipping routes, personnel
shortages due to recurring rounds of mobilization for reserve duty, additional costs to protect Company sites/assets, effects of reluctance
to perform contractual obligations in Israel during hostilities, various bans and limitations on trade and cooperation with Israel related
entities, and fluctuations in foreign currency exchange rates relative to the Israeli shekel. Additionally, regional tensions involving
Houthis attacks and threats to commercial vessels have intensified, disrupting shipping routes and commercial shipping arrangements, leading
to increased shipping and insurance costs.
The
Company continues to take measures to ensure the safety of its employees and business partners, as well as the communities in which it
operates. It has also implemented supportive measures to accommodate employees called for reserve duty, aiming to minimize any potential
impact on its business, and to avoid disruptions to production activities at its facilities in Israel.
The
security situation in the last year has not had a material impact on the Company's business results. However, as the developments related
to the war, as well as its duration, are unpredictable, the Company is unable to estimate the extent of the war’s potential impact
on its future business and results. The Company continuously monitors developments and will take all necessary actions to minimize any
negative consequences to its operations and assets.
ICL
Group Limited 28
The
ultimate impact of a war is highly uncertain and subject to change. To the extent that a war may negatively impact our business, results
of operations, liquidity or financial condition, it may also have the effect of increasing many of the other risks described in this “Risk
Factors” section.
We
conduct operations in Israel and therefore our business, financial condition and results of operations may be materially and adversely
affected by political, economic and military instability in Israel and its region
Our
headquarters, some of our operations, and some of our mining facilities are located in Israel and many of our key employees, directors
and officers are residents of Israel. Accordingly, political, economic and security conditions in Israel and the surrounding region may
directly affect our business. Since the establishment of Israel in 1948, a number of armed conflicts have occurred between Israel and
its Arab neighbors, as well as Iran, Hamas (an Islamist militia and political group in the Gaza Strip), Hezbollah (an Islamist militia
and political group in Lebanon), and additional militant groups. The most recent conflict is the war in the south of Israel, which escalated
to other areas and is still ongoing despite recent cease-fire agreements that may escalate at any time. Any hostilities involving Israel
or the interruption or curtailment of trade within Israel or between Israel and its trading partners, including shipping route disruptions,
could materially and adversely affect our business, financial condition and results of operations and could result in, inter alia, lowering
the credit rating of the State of Israel, making it more difficult for us to raise capital. Recent political uprisings, social unrest
and violence in various countries in the Middle East and North Africa, including some of Israel’s neighbor states, are affecting
the political stability of those countries. This instability may lead to further deterioration of the political relationships that exist
between Israel and these countries and has raised concerns regarding security in the region and the potential for more armed conflict.
In addition, Iran threatens to continue attacking Israel, and is widely believed to be developing nuclear weapons.
Any
armed conflicts, terrorist activities or political instability in the region could materially and adversely affect our business, financial
condition and results of operations. In addition, the political and security situation in Israel may result in parties with whom we have
agreements involving performance in Israel claiming that they are not obligated to comply with their undertakings under those agreements
pursuant to force majeure provisions in such agreements. In addition, because we are an Israeli company, our sales may be subject to economic
boycotts or other sanctions on our products.
Our
operations may be disrupted as a result of the obligation of Israeli citizens to perform military reserve service
Many
Israeli citizens are obligated to perform one month, and in some cases more, of annual military reserve service until the age of 45 (or
older, for reservists with certain occupations) and, in the event of a military conflict, may be called to active duty. In 2024, as a
result of the war in Israel, approximately 15% of ICL employees in Israel were drafted in multiple rounds for army reserve duty. We made
some adjustments to our operations, to meet customer commitments and production requirements without incurring any material impact. Although
periods of significant call‑ups of military reservists have had no material impact on our operations to date, it is possible that
future military reserve duty rounds will adversely disrupt our operations.
ICL
Group Limited 29
It
may be difficult to enforce a US judgment against us and our directors and officers, in Israel or the US, or to serve process on our directors
and officers
We
are incorporated under Israeli law. Many of our directors and executive officers reside outside the US, and most of our assets are located
outside the US. Therefore, a judgment obtained in the US against us or many of our directors and executive officers, including one based
on the civil liability provisions of the US federal securities laws, may not be collectible in the US and may not be enforced by an Israeli
court. It also may be difficult for an investor to effect service of process on these persons in the US or to assert claims under the
US securities laws in original actions instituted in Israel.
Rights
and responsibilities as a shareholder are governed by Israeli law which may differ in some respects from the rights and responsibilities
of shareholders of US companies
We
are incorporated under Israeli law. The rights and responsibilities of the holders of our ordinary shares are governed by our Articles
of Association and Israeli law. These rights and responsibilities differ in some respects from the rights and responsibilities of shareholders
in typical US corporations. In particular, a shareholder of an Israeli company has a duty to act in good faith toward the company and
other shareholders and to refrain from abusing its power in the company, including, among other things, in voting at the general meeting
of shareholders on matters such as amendments to a company’s articles of association, increases in a company’s authorized
share capital, mergers and acquisitions and interested party transactions requiring shareholder approval. In addition, a shareholder who
knows that it possesses the power to determine the outcome of a shareholder vote or to appoint or prevent the appointment of a director
or executive officer in the company has a duty of fairness toward the company. There is limited case law available to assist us in understanding
the implications of these provisions that govern shareholders’ actions.
These
provisions may be interpreted to impose additional obligations and liabilities on holders of our ordinary shares that are not typically
imposed on shareholders of US corporations.
In
light of the Company’s listing for trading on a stock exchange in the US and considering the fact that our parent company is subject
only to the Israeli securities law, we are subject, in certain aspects, to both Israeli law and US law, a fact which may cause us to face
both reporting and legal conflicts.
In
recent years we have seen a significant rise in the filing of class actions in Israel against public companies, including derivative actions
against the company, its executives and Board members
In
recent years we have seen a significant rise in the filing of class actions and derivative actions in Israel against companies, executives
and Board members. While most of such claims are dismissed, companies like ICL are forced to increasingly invest resources, including
monetary expenses and investment of management attention due to these claims. This state of affairs could adversely affect the willingness
of our executives and Board members to make decisions which could have benefitted our business operations. Such legal actions could also
be taken with respect to the validity or reasonableness of the decisions of our Board of Directors.
Due
to the nature of such actions, these claims may be for very high amounts and the costs of defending against such actions may be substantial,
even if the claims are without merit from the outset. In addition, our insurance policies include coverage limitations, are restricted
to certain causes of action and may not cover claims relating to certain types of damages, such as intangible damages, etc.
ICL
Group Limited 30
For
information respecting legal proceedings and actions, see Note 18 to our Audited Financial Statements and “Item 8 - Financial Information—
A. Consolidated Statements and Other Financial Information”.
Risks
Related to Our Ordinary Shares
We
have one key shareholder who is our controlling shareholder. This controlling shareholder may influence decision making with which other
shareholders may disagree
As
of December 31, 2024, the Israel Corporation Ltd. (“Israel Corp.”) holds the controlling interest in the Company.
The
interests of Israel Corp. may differ from the interests of other shareholders. Israel Corp. exercises control over our operations and
business strategy and has sufficient voting power to control many matters requiring approval by our shareholders, including:
| • |
The composition of our Board of Directors (other than external
directors, as described under “Item 6 - Directors, Senior Management and Employees— C. Board Practices”. |
| • |
Mergers, acquisitions, divestitures or other business combinations.
|
| • |
Future issuances of ordinary shares or other securities.
|
| • |
Amendments to our Articles of Association, excluding provisions
of the Articles of Association that were determined by virtue of the Special State Share. |
| • |
Dividend distribution policy. |
In
addition, this concentration of ownership may delay, prevent or deter a change in control, or deprive the investor of a possible premium
for his ordinary shares as part of a sale of our Company. Moreover, because of the Company’s control structure, our shares may be
subject to low tradability, which may hinder the sale and/or exercise of our shares. Furthermore, Israel Corp. may conduct material transactions
in our shares, such as its existing margin loans that are secured by pledges of ICL shares, and/or in their organizational structure,
that we will not be able to influence but that may have a material adverse effect on our share price.
The
existence of a Special State Share gives the State of Israel veto power over transfers of certain assets and shares above certain thresholds,
and may have an anti‑takeover effect
The
State of Israel holds a Special State Share in our Company and in some of our Israeli subsidiaries. The Special State Share entitles the
State of Israel, among other things, to restrict the transfer of certain assets and some acquisitions of shares by any person that would
become a holder of specified amounts of our share capital. Because the Special State Share restricts the ability of a shareholder to gain
control of our Company, the existence of the Special State Share may have an anti‑takeover effect and therefore depress the price
of our ordinary shares. Furthermore, the existence of the Special State Share may prevent us from realizing and developing business opportunities
that may come across. To the best of the Company’s knowledge, during the second half of 2018, an inter-ministerial team was established,
headed by the Ministry of Finance, whose purpose is, among other things, to regulate the authority and supervision in respect of the Special
State Share, as well as reduce the regulatory burden. In January 2019, the work of this team was put on hold until further notice due
to the dissolution of the Knesset and lack of permanent Government. As at the date of the report, the Company is unable to estimate the
implications of this process on the Company, if any, but it is possible that the introduction of an additional array of regulatory provisions,
coupled with strict enforcement, may increase the uncertainty in the management of Company’s operations relating to natural resources
in Israel and may have a material adverse effect on our business, our financial condition and results of operations.
ICL
Group Limited 31
The
market price of our ordinary shares is subject to fluctuation, which could result in substantial losses for our investors
The
stock market in general and the market price of our ordinary shares, in particular, are subject to fluctuation, and changes in our share
price may occur unrelated to our operating performance. The market price of our ordinary shares on the TASE or NYSE has fluctuated in
the past, and we expect it will continue to do so. The market price of our ordinary shares is and will be subject to several factors,
including:
| • |
Expiration or termination of licenses and/or concessions.
|
| • |
General stock market conditions. |
| • |
Decisions by governmental entities that affect us. |
| • |
Variations in our and our competitors’ results of operations.
|
| • |
Changes in earnings estimates or recommendations by securities
analysts. |
| • |
General market conditions and other factors, including factors
unrelated to our operating performance. |
These
factors and any corresponding price fluctuations may materially and adversely affect the market price of our ordinary shares and result
in substantial losses for our investors.
If
equity research analysts issue unfavorable commentary or cease publishing reports about our ordinary shares, the price of our ordinary
shares could decline
The
trading market for our ordinary shares relies in part on the research and reports that equity research analysts publish about us and our
business. The price of our ordinary shares could decline if one or more securities analysts downgrade our ordinary shares or if those
analysts issue other unfavorable commentary or cease publishing reports about us or our business.
Shareholders
may be diluted by the future issuance of additional ordinary shares, among other reasons, for purposes of carrying out future acquisitions,
financing needs, and also as a result of our incentive and compensation plans
As
at the date of this Annual Report, we have approximately 170 million NIS 1 par value (approximately $47 million) shares authorized
but unissued. We may choose to raise substantial equity capital in the future to acquire or invest in businesses, products or technologies
and other strategic relationships and to finance unanticipated working capital requirements to respond to competitive pressures. The issuance
of any additional ordinary shares in the future, or any securities that are exercisable for or convertible into our ordinary shares, will
have a dilutive effect on our shareholders as a consequence of a reduction in percentage ownership.
For
example, as at the date of the report, there are about 23 million outstanding options for our ordinary shares that were issued under our
incentive and compensation plan. For further information, see Note 19 to our Audited Financial Statements and Item 6 - Directors, Senior
Management and Employees—E. Share Ownership.
ICL
Group Limited 32
We
may not be able to maintain our dividend payment
The
Company's dividend distribution policy is that the Company’s dividend distribution rate will be up to 50% of the annual adjusted
net profit. In addition, dividends will be paid as declared by the Board of Directors and may be discontinued at any time. All decisions
regarding dividend distributions are made by the Board of Directors, which considers various factors including our profits, investment
plans, financial position and additional factors as it deems appropriate. Dividend payments are not guaranteed, and our Board of Directors
may decide, in its exclusive discretion, at any time and for whatever reason, not to pay dividends, to reduce the rate of dividends paid,
to pay a special dividend, to modify the dividend payout policy or to adopt a share buyback program.
Our
ordinary shares are traded on different markets which may result in price variations
Our
ordinary shares have been traded on the Tel Aviv Stock Exchange (TASE) since 1992 and have been listed on the New York Stock Exchange
(NYSE) since September 2014. Trading in our ordinary shares on these markets occurs in different currencies (US dollars on the NYSE and
NIS on the TASE) and occurs at different times (resulting from different time zones, different trading days and different public holidays
in the US and Israel). The trading prices of our ordinary shares on these two markets may differ due to these and other factors. Any decrease
in the price of our ordinary shares on one of these markets could cause a decrease in the trading price of our ordinary shares on the
other market.
As
a foreign private issuer, we are permitted to follow certain home country corporate governance practices instead of applicable SEC and
NYSE requirements, which may result in less protection than is afforded to investors under rules applicable to domestic issuers
As
a foreign private issuer, we are permitted to follow certain home country corporate governance practices instead of those otherwise required
by the NYSE for domestic issuers. For instance, we have elected to follow home country practices in Israel with respect to, among other
things, composition and function of the Audit and Finance Committee and other committees of our Board of Directors and certain general
corporate governance matters. In addition, in certain instances we will follow our home country law, instead of NYSE rules applicable
to domestic issuers, which require that we obtain shareholder approval for certain dilutive events, such as an issuance that will result
in a change of control of our Company, certain transactions other than a public offering involving issuances of a 20% or more interest
in our Company and certain acquisitions of the stock or assets of another company. Following our home country corporate governance practices
as opposed to the requirements that would otherwise apply to a US company listed on the NYSE may provide less protection than is afforded
to investors under the NYSE rules applicable to domestic issuers.
In
addition, as a foreign private issuer, we are exempt from the rules and regulations under the US Securities Exchange Act of 1934, as amended
(the “Exchange Act”), related to the furnishing and content of proxy statements and the requirements of Regulation FD (Fair
Disclosure), and our directors, officers and principal shareholders are exempt from the reporting and short‑swing profit recovery
provisions of Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file annual, quarterly and
current reports and financial statements with the SEC as frequently or as promptly as domestic companies whose securities are registered
under the Exchange Act.
The
Company has a history of quarterly fluctuations in the results of its operations due to the seasonal nature of some of its products and
its dependence on the commodities markets. Revenues below seasonal norms may disappoint investors and result in a decline in our share
price
We
have experienced, and expect to continue to experience, fluctuations in our quarterly results of operations due to the mix of products
we sell and the different countries in which we operate. Our sales have historically been stronger in the second and third quarters of
each year. In the past years, we are witnessing changes in seasonal patterns which are reflected in high off-season demand as a result
of governments’ food security strategies and the like, which increases uncertainty regarding future seasonality fluctuations. If,
for any reason, our revenues are below seasonal norms, we may not be able to recover these sales in subsequent periods and our annual
results of operations may not meet expectations. If this occurs, the market price of our ordinary shares could decline.
ICL
Group Limited 33
Item 4 –
INFORMATION ON THE COMPANY
A. HISTORY
AND DEVELOPMENT OF THE COMPANY
Our
legal name is ICL Group Ltd. and our commercial name is ICL. We are a public company and operate as a limited liability company under
the laws of Israel. Our registered headquarters is located at Millennium Tower, 23 Aranha Street, P.O. Box 20245, Tel Aviv 61202,
Israel. The telephone number at our registered office is +972‑3‑684‑4400. Our website address is www.icl‑group.com.
The reference to our website is intended to be an inactive textual reference and the information on, or accessible through, our website
is not intended to be part of this Annual Report.
The
Company is subject to certain of the informational filing requirements of the Exchange Act. Since
the Company is a “foreign private issuer”, it is exempt from the rules and regulations under the
Exchange Act prescribing the furnishing and content of proxy statements, and the officers, directors
and principal shareholders of the Company are exempt from the reporting and “short-swing”
profit recovery provisions contained in Section 16 of the Exchange Act with respect to
their purchase and sale of ordinary shares. In addition, the Company is not required to file reports
and financial statements with the SEC as frequently or as promptly as US public companies
whose securities are registered under the Exchange Act. However, the Company is required
to make certain filings with the SEC, including an Annual Report on Form 20-F containing financial statements audited
by an independent registered public accounting firm. The SEC also maintains a website at http://www.sec.gov
that contains reports and other information that the Company files with or furnishes
electronically to the SEC.
ICL
was established in Israel in 1968 as a government-owned and -operated company in Israel and operates as a limited liability company under
the laws of Israel. In 1975, the shares of certain companies (including, among others, ICL Dead Sea, ICL Rotem, Dead Sea Bromine, Bromine
Compounds and Tami) were transferred to ICL. In 1992, following a decision of the Israeli government to privatize ICL, the State of Israel
published its tender prospectus, 20% of the Company's shares were sold to the public and its shares were registered for trading on the
Tel‑Aviv Stock Exchange (TASE). Prior to our public share issuance, a Special State Share in our Company and our main Israeli subsidiaries
was issued to the State of Israel (for further details regarding the terms of the Special State Share, see “Item 10 - Additional
Information— B. Memorandum, Articles of Association and Special State Share”).
In 1995, the State of Israel sold its controlling interest in the Company (representing approximately 24.9% of our shares) to Israel Corp.,
a publicly traded company on the TASE (ILCO), which was controlled at that time by the Eisenberg family. A majority of the ordinary shares,
held by the State of Israel, were sold during the following years. In 1999, the Ofer Group acquired the Eisenberg family’s shares
in Israel Corp. In 2000, the State of Israel ceased to be a stakeholder in terms of holding any of our ordinary shares, but it retained
its Special State Share. In September 2014, we listed our shares on the New York Stock Exchange, and they are currently traded in Tel
Aviv and in New York.
As
of December 31, 2024, Israel Corp. holds approximately 43.13% of our outstanding ordinary shares and approximately 43.95% of the shareholders'
voting rights.
ICL
Group Limited 34
The
following is a list of significant acquisitions and divestitures over the last several years:
| • |
In July 2024, the Company completed the acquisition of Custom
Ag Formulators (CAF), a North American provider of customized agriculture formulations and products for growers, for a consideration of
approximately $60 million. |
| • |
In February 2024, the Company completed the acquisition of Nitro
1000, a manufacturer, developer and provider of biological crop inputs in Brazil, for a consideration of $30 million. |
| • |
In January 2022, the Company completed the sale of its 50% share
in its joint venture, Novetide Ltd. |
| • |
In January 2021 and in July 2021, the Company completed the acquisitions
of Agro Fertiláqua Participações S.A., one of Brazil's leading specialty plant nutrition companies, and the South American
Plant Nutrition business of Compass Minerals América do Sul S.A. (hereinafter - ADS), respectively. |
For
information about our principal capital expenditures during the last three fiscal years, see “Item 5 - Financial Results and Business
Overview— B. Liquidity and Capital Resources”.
B. BUSINESS
OVERVIEW
Company
Overview
ICL
Group Ltd. is a leading global specialty minerals company, which creates impactful solutions for humanity’s sustainability challenges
in the food, agriculture, and industrial markets. ICL leverages its unique bromine, potash, and phosphate resources, its global professional
workforce, and its sustainability focused R&D and technological innovation capabilities, to drive the Company's growth across its
end markets. The Company’s operations are organized under four segments: Industrial Products (Bromine), Potash, Phosphate Solutions
and Growing Solutions.
Our
principal assets include:
| • |
Access to one of the world’s richest, longest‑life
and lowest‑cost sources of potash and bromine (the Dead Sea). |
| • |
A potash mine and processing facilities in Spain. |
| • |
Bromine compounds processing facilities in Israel, the Netherlands
and China. |
| • |
A unique integrated phosphate value chain that extends from phosphate
rock mines in Israel and in China to value‑added downstream products produced in facilities located in Israel, Europe, the US, Brazil,
Australia and China. Our specialty phosphates serve the food industry by providing texture and stability solutions to the meat, meat alternatives,
poultry, sea food, dairy and bakery markets, as well as numerous other industrial markets, such as metal treatment, water treatment, oral
care, carbonated drinks, asphalt modification, paints and coatings and more. |
| • |
Polysulphate® resources in the UK. |
| • |
Customized, highly effective specialty fertilizers that provide
improved value to the grower, as well as essential nutrition for plant development, optimization of crop yields and reduced environmental
impact. |
ICL
Group Limited 35
| • |
A focused and highly experienced team of technical experts that
develop production processes, new applications, formulations and products for our agricultural and industrial markets. |
| • |
A strong crop nutrition sales and marketing infrastructure that
optimizes distribution channels of commodity, specialty and semi-specialty fertilizers by leveraging its commercial excellence, global
operational efficiency, region-specific knowledge, agronomic and R&D capabilities, logistical assets and customer relationships.
|
| • |
Research & Development and Innovation: We benefit from
our proximity to Israel’s global-leading high-tech and agri-tech eco-system, as well as our vast agronomy and chemistry knowledge
that we have accumulated over decades. Our extensive global R&D infrastructure includes 24 R&D and Innovation centers around the
world that employ 300 highly experienced personnel who have obtained our 707 active patents in 218 patent families. ICL's R&D unit
supports the development of new, innovative products, applications and formulations for each of our operating segments through internal
research, employee ideation and collaborative research with third parties. |
| • |
An extensive global logistics and distribution network with operations
in over 30 countries. |
For
the year ended December 31, 2024, we generated total sales of $6,841 million, operating income of $775 million, adjusted operating
income of $873 million, net income attributable to the shareholders of the Company of $407 million and adjusted net income attributable
to the shareholders of the Company of $484 million. See "Item 5 – Financial Results and Business Overview– A. Operating Results"
and Note 5 to our Audited Financial Statements.
Sales
by the Industrial Products segment totaled $1,239 million and operating profit attributable to the segment totaled $224 million.
Sales by the Potash segment totaled $1,656 million and operating profit attributable to the segment totaled $250 million. Sales by
the Phosphate Solutions segment totaled $2,215 million and operating profit attributable to the segment totaled $358 million.
Sales of the Growing Solutions segment totaled $1,950 million and operating profit attributable to the segment totaled $128 million.
For
a breakdown of sales and a geographic market by segments, see “Item 5 – Financial Results and Business Overview— A.
Operating Results” and Note 5 to our Audited Financial Statements.
ICL
Group Limited 36
Markets
and Industries
General
Our
integrated business model is mainly structured around three mineral value chains – bromine, potash and phosphate. These minerals
are the main raw materials for most of the value-added downstream products in our Company’s portfolio. Our operations are organized
under four reporting segments: Industrial Products, Potash, Phosphate Solutions and Growing Solutions. The segments represent a specific
value chain, and we are leaders in each of these segments – either in terms of market share or cost competitiveness.
Our
Industrial Products segment primarily operates our bromine value chain, which includes elemental bromine and bromine compounds for various
industrial applications, including bromine-based flame retardants used in electronics components. This segment also operates several complementary
businesses, mainly phosphorous-based flame retardants, primarily used in building and construction, and additional Dead Sea minerals for
the pharmaceutical, food, oil and gas, and de-icing industries, among others.
Our
Potash segment operates our potash value chain and includes primarily potash fertilizers and our magnesium business (a byproduct of potash
production), which produces and sells pure magnesium and magnesium alloys, as well as chlorine and sylvinite.
Our
Phosphate Solutions segment is based on our phosphate value chain. It includes specialty phosphate salts and acids used by many different
end-markets for a variety of applications, including food and beverage, pharmaceuticals, oral care, building and construction, paints
and coatings, water treatment, and other industrial applications. Additionally, this segment produces commodity phosphates, which are
used mainly as fertilizers. In 2023, ICL announced a plan to build the first commercial lithium iron phosphate (LFP) facility in the US.
The site is expected to produce cathode active materials (CAM) for LFP batteries, which will be used in electric vehicles (EVs) and for
other energy storage applications. While ICL is already supplying raw materials to the battery materials market from its YPH facility
in China, it intends to expand into CAM, to help meet growing global demand for clean energy. In January 2025, the Company signed a strategic
agreement with Shenzhen Dynanonic Co., Ltd. to establish LFP production in Europe. The new facility is planned to be located at ICL's
Sallent site, in Spain, and will substantially expand the Company’s battery materials business.
Our
fourth segment, Growing Solutions, includes our specialty fertilizers business. This segment strives to enhance its broad portfolio of
solutions and achieve market leadership. In 2021, we expanded our global presence, with two acquisitions in Brazil, which also balanced
the segment's seasonality between the Northern and Southern hemispheres. Additionally, in 2024, ICL acquired a biologicals solutions company
in Brazil and a specialty plant nutrition company in North America. These acquisitions have helped position ICL as the leading specialty
plant nutrition company in Brazil and to expand its global reach overall. Growing Solutions also enhanced its presence in China in 2024,
through a five-year agreement to market specialty water soluble fertilizers with AMP Holdings Group Co. Ltd., one of China's top agricultural
distribution companies.
ICL
Group Limited 37
Industrial
and Food Markets
Our
Industrial Products segment and specialty phosphates business serve various industrial and food markets.
Industrial
Products
Bromine,
a member of the halogen family, is found naturally in seawater, underground brine deposits and other water reservoirs, such as the Dead
Sea. Bromine concentration and extraction methods vary depending upon the source. The lower the concentration of bromine in the brines,
the more difficult and expensive it is to extract. The Dead Sea, which spans Israel and Jordan, is the world’s premier source of
bromine and accounts for approximately half of global supply. The Dead Sea is also the most competitive source of bromine, as it has the
highest concentration, which means the least amount of water must be extracted and evaporated to produce bromine, resulting in lower energy
costs.
ICL's
bromine solutions play an important role in a wide range of products, by enhancing the safety of consumer goods and promoting efficiency
in industrial production. The largest commercial use of bromine is for flame retardants, which are used by a variety of end-markets, including
electronics and related components, automotive – both internal combustion engines (ICE) and electric vehicles (EVs) – and
building and construction, as well as furniture and textiles. Bromine and its derivatives are also used in various other industrial applications,
including rubber production, oil and gas drilling, water purification, and in the pharmaceutical and food industries.
ICL
Group Limited 38
Demand
for products manufactured by our Industrial Products segment is driven by population growth, improved standards of living, greater environmental
and safety awareness, and an increased focus on cost effective industrial production. Increased regulation and environmental awareness
also drive demand for polymeric and reactive bromine- and phosphorus-based flame retardants, which are considered more environmentally
friendly. VeriQuel R100, an innovative, reactive phosphorus flame retardant, is an example of such a product. It was designed for
rigid polyurethane insulation products, and it chemically bonds with the polymer matrix and aligns with stricter global regulations on
environmental safety.
As
bromine prices increased over the past several years, reaching record highs in the first half of 2022, competitive resources that were
traditionally less profitable found it advantageous to return to the market. As additional supply became available, bromine prices declined
and returned to rates not seen in over a decade.
Weakness
in the electronics end-market, which initially emerged toward the end of 2022, persisted into 2024. The building and construction end-markets
were also soft during this period, as inflation and higher interest rates remained elevated on a global basis. However, demand from the
oil and gas industry remained strong, and the Industrial Products division also continued to grow its specialty minerals business, targeting
food, pharma and other end-markets. Over the long-term, ICL estimates bromine demand to remain relatively stable and expects market growth
to be primarily linked to the above-mentioned market drivers. Additionally, demand for flame retardants is expected to keep in pace with
the natural electronics replacement cycle and gradually accelerate, due to expected growth in EVs and energy storage solutions and as
the AI trend strengthens.
Phosphate
Specialties
Our
phosphate specialties business is part of our Phosphate Solutions segment and has been traditionally focused on developing products for
the food and industrial end-markets. These products are centered around the Company's vertical integration into phosphate rock and fertilizer-grade
phosphoric acid, also known as green phosphoric acid, which undergoes a chemical process to become purified phosphoric acid, also referred
to as white phosphoric acid (WPA). As part of our value-add proposition, we produce and market purified acids and phosphate salts, in
addition to commodity phosphates.
In
the food industry, phosphate salts are used as functional food ingredients and provide texture and stability solutions for the processed
meat, poultry, seafood, dairy, beverage, and bakery industries. On the industrial side, ICL's specialty phosphates are found in water
and metal treatment supplies, cleaning and construction materials, paints and coatings, and more.
Specialty phosphates are also found in cola beverages and oral care products.
According
to our estimates, ICL holds a leading position in specialty phosphates in Europe, North America and Latin America, and a worldwide market
share of approximately 20%. Additionally, demand for purified phosphoric acid - a key raw material for water soluble fertilizers - is
expected to continue to increase, driven by rapid growth in fruit and vegetable consumption and changing agricultural production environments.
Similarly, phosphate salts – used in processed meats, cheeses and baked goods – have seen increased consumption in developing
countries.
Consumer
demand for different food products has changed dramatically over the past several decades, driven by higher income per capita, demographic
shifts and lifestyle changes. Longer working hours, changing family structures, increased awareness of nutrition and health issues, and
access to a broader variety of food products have resulted in growing demand for more sophisticated, protein-enriched, unprocessed (clean
label) and non-allergenic food products with improved flavor, texture and appearance. An increasingly longer supply chain and consumer
awareness of food waste also drives demand for longer shelf‑life and food stability. These trends stimulate long‑term demand
for food additives, such as phosphate derivatives and phosphate and protein formulations.
ICL
Group Limited 39
In
2024, ICL opened a new food specialty plant in China, which was designed to help customers easily partner with ICL to create novel and
innovative food offerings tailored to Chinese consumers’ palates. The facility will serve ICL’s established customer base,
while actively pursuing opportunities with new customers in China.
In
2023, we increased our food-grade WPA production at our YPH operation in China, in order to serve local food and industrial applications
markets, as well as our battery grade MAP sales to the rapidly growing lithium iron phosphate (LFP) battery market in China.
In
the US, we are planning to build the first large-scale commercial lithium iron phosphate (LFP) facility, which is expected to help meet
growing demand from the energy storage, EV and clean-energy industries for US-produced-and-sourced essential battery materials. In addition,
we are nearing completion of our Battery Materials Innovation and Qualification Center (BM-IQ) in St. Louis, which will allow us to begin
qualifying battery materials products for customers. The center is currently in the set-up stage and running trial operations.
Agriculture
Markets
Fertilizers
Our
potash and phosphate commodity fertilizers, FertilizerpluS, and specialty fertilizers businesses serve agriculture markets worldwide.
Fertilizers
serve an important role in global agriculture, by providing vital nutrients to increase both crop yield and quality. Nitrogen, phosphorus
and potassium (N, P and K) constitute the three major nutrients required for plant growth, and there are no artificial substitutes for
potassium and phosphorous. Although these nutrients are naturally found in soil, they are depleted over time by farming, which can lead
to declining crop yields and land productivity. To replenish these nutrients, farmers must apply fertilizers.
Each
of these three nutrients plays a different role in plant development and helps crops achieve their growth potential. Potassium and phosphorus
are vital for the plant’s physiological processes, including strengthening cereal stalks, stimulating root development, promoting
leaf and fruit health, and accelerating the growth rate of crops. Potassium also enhances a plant’s ability to withstand drought
and cold, improves the efficient use of nitrogen and other nutrients necessary for plant development, and improves the durability of agricultural
products in storage and transportation, thereby prolonging shelf life.
Short-term
demand for fertilizers is volatile, seasonal and affected by various factors, such as the weather in the world’s key agricultural
growing regions, fluctuations in planting of main crops, agricultural input costs, agricultural product prices, and developments in biotechnology.
Some of these factors are influenced by various countries’ government subsidies and environmental regulations or by the financing
opportunities available to farmers or producers of agriculture inputs. In addition, currency exchange rates, legislation and international
trade policies have an impact on the supply, demand and level of consumption of fertilizers worldwide. Despite any short-term issues,
we expect that the upward growth trend in fertilizer markets will be maintained over the long-term.
ICL
Group Limited 40
Global
fertilizer demand is also driven by the supply/demand balance for grains and other agriculture products, which impacts prices. Supply
of agriculture products is influenced by weather, planted areas and input usage, while demand is primarily influenced by population growth
and dietary changes in the developing world.
Population
and Income Growth per Capita. Historically, growth in global fertilizer consumption has been closely correlated to the growth of
the world’s population, which is expected to grow from 8 billion in 2024 to 9.7 billion by 2050, according to the United Nations
(UN). Economic growth in emerging markets supports food demand and, as a result, fertilizer use. In addition, growth in income per
capita in developing markets is resulting in a shift to more protein rich diets through higher meat consumption, which requires larger
quantities of grain for livestock. According to estimates published by the International Monetary Fund (IMF), GDP per capita in emerging
markets and developing economies (current prices) is expected to remain relatively flat between 2025 and 2026 at roughly 4.2%.
Declining
Arable Land per Capita. As global
population grows, mainly in cities, farmland per capita decreases and more food production is needed from each acre of farmland, which
requires increased yield per planted area. New arable land is available only in limited quantities and is concentrated in a limited number
of areas. Therefore, the only viable path to increased crop production is by increasing yields in developing regions – mainly in
China, India, Russia, Africa and Central America. This can be achieved by optimizing the use of fertilizers - especially improving the
balance in the use of potash, which is underutilized versus nitrogen fertilizers - together with improved water availability and improved
seeds.
Grain
Stock‑to‑Use Ratio. As illustrated by the chart below, from 2000 until the 2014/15 agriculture season pressure on food
demand and unfavorable weather in the main growing areas resulted in low levels of the grain stock to use ratio (a metric index of the
level of carryover stock). Since then, the ratio has shown a significant upward trend, peaking around 2020/21. However, in most recent
years, the ratio has experienced a slight decline, which generally indicates that grain prices may increase (due to lower grain supply)
and vice versa.
Stocks
are an important market variable, which represent inventories at a point in time, and reflect the balance between supply and demand. The
stock-to-use ratio also indicates the level of carryover stock for any given commodity, as a percentage of the total demand or use. High
stock-to-use ratio indicates that more supply is available, generally leading to lower prices. Conversely, low stock-to-use ratio indicates
a tight supply situation and higher prices.
This
ratio also can be used to indicate whether current and projected stock levels are critical or plentiful. Comparing the current year's
stock-to-use ratio with years when carryover stocks were below normal – as well as years when carryover stocks were above normal
– will help provide an estimate as to the direction of the price trend, as well as the probable extent of price changes.
In
2024, average prices of corn, wheat, soy and rice decreased by 27%, 25.6%, 22.5% and 2.5%, respectively. Despite regional weather challenges,
the 2023/24 crop cycle demonstrated strong performance in global commodity crop production. Favorable growing conditions supported soy
and corn yields across the US, while Brazilian soy output exceeded 150 million metric tonnes for the second consecutive year. Additionally,
wheat production in Russia and Ukraine remained stable year-over-year. In India, monsoon rainfall in 2024 exceeded its long-term average,
enhancing the outlook for the summer crop season.
ICL
Group Limited 41
The
WASDE (World Agricultural Supply and Demand Estimates) report, published by the USDA in February of 2025, showed a continued decrease
in the expected ratio of global grain inventories to annual consumption, to 26.5% for the 2024/25 agriculture year (projected), compared
to 28.2% for the 2023/24 agriculture year, and 28.6% for the 2022/23 agriculture year.
ICL
Group Limited 42
Specialty
Agriculture
Specialty
fertilizer markets are estimated to grow at a CAGR of 6.5% from 2025 to 2030, depending on the market segment (Luclntel, 2023), which
is faster than the conventional fertilizer market. Farmers use specialty fertilizers to meet the needs of specific crops, soil types and
climates, to achieve more efficient and effective fertilization, and to maximize yield and quality. Specialty fertilizers allow for more
precise application of the critical foundations for plant development and are generally used for specialty crops - such as fruits and
vegetables, greenhouses and horticulture. In recent years, usage has also expanded to larger specialty field crops. The global increase
in the demand for food is expected to drive a related increase in the use of specialty fertilizers. These fertilizers include enhanced
efficiency fertilizers, such as controlled release fertilizers (CRF), which allow for the precise release of nutrients over time and delayed
or slow-release fertilizers (SRF), which allow for a very slow release of nutrients (nitrogen and potassium only). Other enhanced efficiency
fertilizers include liquid fertilizers, integrated into irrigation systems and in herbicides, and fully water-soluble fertilizers, which
are most commonly used for fertilization by means of drip irrigation systems and foliar spraying.
The
expected market growth of specialty fertilizers is supported by the following global trends:
The
need for an increase in yields and crop quality
Enhanced
efficiency fertilizers, which include CRFs, increase the quality and yield of crops through more efficient crop uptake of nutrients. Many
specialty-fertilizer field trials in various growing regions have already demonstrated the benefits of using new fertilizer technologies
and, as a result, the enhanced efficiency fertilizers category is rapidly growing globally.
Regulatory
pressure and environmental trends
Environmental
regulations can impose restrictions on the level of nutrient usage. This results in a shift toward more efficient nutrient solutions,
such as CRFs, water-soluble fertilizers or biostimulants.
An
example of such regulation is the EU Nitrate Directive, which sets a limit on the amount of nitrates that may be found in the water supply.
Specialty fertilizers, such as CRFs, can optimize the availability of nitrogen to the crop, thereby reducing nitrate levels. To address
sustainability issues, ICL introduced eqo.x, the first offering in the market to provide a CRF coating, which biodegrades rapidly. We
believe that eqo.x will help farmers maximize their agricultural crop performance while also limiting environmental impact. It will also
allow for increased or similar yields, with reduced fertilization rates, and therefore can help reduce the number and amount of nitrogen
applications, while providing consistent and predictable nutrient release.
New
Grower Practices
Grower
practices can have a substantial impact on the growth of the specialty fertilizers market. Fertigation usage is growing, and applying
fertilizers via fertigation systems is much more efficient when using specialty fertilizers. Ongoing improvements in agricultural technology
have resulted in an increase in the usage of drip irrigation and an increase in demand for liquid and water-soluble fertilizers.
All
of the above factors are expected to contribute to an increase in long-term demand for specialty fertilizer solutions.
ICL
Group Limited 43
Competitive
Strengths
We
attribute our business strength to the following competitive advantages:
| • |
Unique portfolio of mineral assets.
Access to these assets provides us with a consistent, reliable supply of raw materials, allows for large scale production, and
supports our integrated value chain of specialty products. |
Israel
Dead
Sea: We benefit from access to the Dead Sea, one of the world’s most abundant, enduring and cost-efficient sources of potash
and bromine. Our access to these resources is based on an exclusive concession from the State of Israel for the extraction of minerals
from the Dead Sea. ICL’s production facilities at the Dead Sea allow for lower production costs, compared to underground potash
mining operations or bromine extracted from sources with lower mineral concentration. The Dead Sea has a high mineral concentration, as
well as virtually unlimited supply, and ICL’s unique solar evaporation production process is less energy intensive. Furthermore,
the Dead Sea’s hot and dry climate allows ICL to store large amounts of potash outdoors at a low cost. This advantage enables ICL
to operate its potash facilities at full production capacity, despite periodic fluctuations in demand, and to react faster in periods
of higher demand. In addition, ICL benefits from lower transportation and logistics costs compared to competitors and has a faster time
to market, due to the geographic proximity of its facilities to seaports and Israel’s location relative to its main geographical
markets – especially the rapidly growing markets of India, China and Brazil. While ICL benefits from these advantages, it incurs
other infrastructure related costs in connection with harvesting salt from its evaporation Pond 5. For further information, see “Item
4 - Information on the Company— D. Property, Plant and Equipment”.
Negev
Desert: We hold a consolidated mining concession for three sites containing phosphate open-pit mines (Rotem, Oron, and Zin) in
the Negev desert region of southern Israel.
China
We
also operate an open pit mine in Haikou, China, using conventional methods, under a phosphate mining license issued in July 2015 by the
Division of Land and Resources of the Yunnan district in China.
The
majority of our phosphate rock production in China, and Israel, is used internally to manufacture phosphate fertilizers and fertilizer-grade
and pure phosphoric acid, with the balance sold to third parties. Our phosphate assets are the foundation of our vast and diversified
specialty phosphates product portfolio and are used in industrial applications, as well as food additives and specialty fertilizers. These
offerings provide additional value to ICL while reducing our exposure to volatility in commodity markets. See “Item 3 - Key Information—
D. Risk Factors”.
United
Kingdom
We
are currently the only global producer of polyhalite, a unique and organic resource used as a fertilizer composed of potassium, sulfur,
calcium and magnesium, and is marketed under the name Polysulphate®. Unlike blended or compound fertilizer, Polysulphate® is
available in its natural state and is mined, crushed, screened and bagged with no additional chemical separation or other industrial processes.
It is also soluble, easily absorbed and a cost-effective answer to crop nutrition, and has the lowest carbon footprint available globally.
ICL
Group Limited 44
Spain
We
hold licenses to mine potash and salts from underground mines with vast resources in Spain. In 2021, we completed the consolidation of
our activities into a single complex which now operates via a ramp instead of a shaft. The implementation of the ramp project, alongside
the expansion of flotation capacity and other efficiency efforts, have facilitated more consistent and reliable operations, which contribute
significantly to our efforts to augment production capacity and to reduce costs.
| • |
Diversification into higher value‑added
specialty products leverages our integrated business model. Our company’s integrated production processes are based on a
synergistic value chain that allows us to both efficiently convert raw materials into value added downstream products and to use the by
products. For example, in phosphates, we use backward integration to produce specialty phosphates for the food industry and for industrial
applications. These businesses benefit from higher growth rates, higher margins and lower volatility compared to commodity phosphates.
In addition, as a by product of the potash production at the Dead Sea, we generate brines with the highest bromine concentration globally.
Our bromine-based products serve various industries such as the electronics, construction, oil and gas, and automotive industries.
|
| • |
Leading positions in markets with
high barriers to entry. We enjoy leadership positions in many of the key markets in which we operate. We are the clear leader in
the bromine market, with approximately one third of global production, as well as most of the excess capacity in the market. In the potash
market, our Dead Sea operations have a leading competitive cost position. According to CRU, the Dead Sea is among the most competitive
potash sources to China, India and Brazil. ICL also has the largest market share in specialty phosphates, in the combined markets of North
America, Europe and Latin America, and we are the sole producer of polyhalite. In addition, we have leadership positions in additional
product lines, such as phosphorous-based flame retardants, PK fertilizers in Europe, and soluble phosphate-based fertilizers.
|
Most
of our businesses rely on natural resources, which are scarce and concentrated in the hands of a few market participants. ICL’s
exclusive concessions, intellectual property – including unique knowledge, technologies, and patents for various products and applications
– and our global marketing and distribution network, combined with significant investments required or new market entrants, add
further significant barriers to entry.
| • |
Strategically located production
and logistics assets. We benefit from the proximity of our facilities, both in Israel and Europe, to developed economies (Western
Europe) and emerging markets (such as China, India and Brazil). In Israel, we ship from two seaports: The Port of Ashdod (with access
to Europe and South America) and the Port of Eilat (with access to Asia, Africa and Oceania). Access to these two ports provides us with
two distinct advantages versus our competitors: (1) lower plant to port, ocean freight, and transportation costs from our ports to our
target markets, which lowers our overall cost structure; and (2) faster time to market, due to our proximity to end markets, which allows
us to opportunistically fill short lead time orders and strengthen our position with our customers. We also operate manufacturing facilities
in each of the markets we serve – Europe, North and South America, and Asia Pacific, in order to serve our global customers on a
regional basis. |
| • |
Strong cash generation and closely
monitored capital allocation approach. A continuous focus on cash generation and the optimization of capital expenditures (CAPEX)
and working capital – as well as the implementation of efficiency measures – enabled us to generate strong operating cash
flow of $1,468 million in 2024. ICL's capital allocation approach balances long term value creation, through investments in its growth,
with its commitment to providing a solid dividend yield, while aiming to maintain an investment grade rating of at least BBB- from S&P
and Fitch. In 2020, the Company’s Board of Directors resolved to extend our dividend policy of a payout ratio of up to 50% of annual
adjusted net income, until further notice. In respect to 2024 adjusted net income, the Company declared total dividends in the amount
of $242 million, reflecting a dividend yield rate of approximately 4.19% (based on the average share price for the year). See “Item
8 - Financial Information— A. Consolidated Statements and Other Financial Information.
|
| • |
Professional expertise and culture
of collaboration and determination. Our operations are managed by an international management team with extensive industry experience.
We develop leaders with strong experience in their fields and focus on nurturing and empowering talent through a global platform of qualification,
collaboration and communication, intended to drive change and innovation within the Company.
|
ICL
Group Limited 45
Our
Strategy
Our
strategy is to achieve or strengthen our leadership position in each of the business segments in which we operate - either in terms of
market share, added value for customers or cost competitiveness – and to grow our businesses to create shareholder value. We do
this by leveraging our unique assets, strategic locations, deep domain expertise, and profound understanding of agronomy, chemistry and
customer needs, as well as by taking advantage of our access to leading global innovation and technology ecosystems. We have identified
several growth engines, including:
Agriculture
– We intend to broaden our global leadership position by developing and enhancing our portfolio of essential and advanced
crop nutrition products, digital solutions and integrated services, thereby enabling farmers to increase yields and to provide for the
ever-growing nutritional needs of the world. Our growth in agriculture is driven by innovation, investment in increasing capacity and
M&A, and supported by the increasing demand for organic fertilizers, micronutrients, bio-stimulants and other specialty fertilizer
solutions, with a focus on growth markets.
Food
– We intend to solidify our global leadership position in food security, focusing on shelf-life, sodium reduction, textures, and
the reduction of food waste. We also expect to capitalize on sustainability driven food-tech opportunities, such as the alternative proteins
market, by focusing on food technologies and innovation, and by increasing capacity for food grade solutions. We intend to achieve this
growth both organically and through M&A.
Industrial
– We intend to strengthen our global leadership in bromine- and phosphate-based specialties solutions by focusing on long-term customer
relationships and by capitalizing on new market opportunities. Growth will be supported by expanded R&D and business development activities
for new and sustainable bromine-, phosphate- and phosphorous-based applications, as well as investment in additional capacity, including
for energy storage solutions.
Our
integrated business model creates significant operational synergies, which are derived from a combination of our unique assets and wide
array of value‑added solutions. Over the years, we have developed a balanced portfolio to support long‑term stability and
growth.
Industrial
Products
Our
global leadership in the bromine industry is augmented by targeted innovation of new applications, such as novel bromine- and phosphorus-based
flame retardants, magnesia and salt products, as well as other solutions. We leverage our unique logistical advantages and unparalleled
experience related to the safety and environmental aspects of our Industrial Products business.
Potash
We
have leveraged our well-positioned potash assets and unique logistical advantages to be among the three most competitive suppliers in
our key target markets, including Brazil, Europe, India, South-East Asia and China. Our cost-competitiveness is driven by our lower logistics
costs due to our facilities’ proximity to both ports and customers. We also strive to achieve continuous optimization of our potash
production processes and capacity potential at ICL Dead Sea and ICL Iberia, to reduce costs and increase efficiency. We also strive to
optimize our potash and bromine operations at the Dead Sea, through the production of magnesium.
ICL
Group Limited 46
Phosphate
Solutions
We
are a global leader in providing phosphate-based solutions to the industrial, food and agriculture end-markets. Our strategy is to continue
to grow in these markets, by increasing our focus on specialty phosphate solutions and other food-tech solutions – based on our
unique global footprint and long-term customer relationships – and by leveraging our backward integration into the phosphate resources
of ICL Rotem in Israel and YPH in China, as well as our extensive know-how and innovation capabilities. We also continue to optimize our
production infrastructure to support growth and margin expansion.
Growing
Solutions
We
strive to create global leadership for Growing Solutions by enhancing its positions in the core markets of specialty agriculture, ornamental
horticulture, and turf and landscape, and by targeting high-growth markets, such as Latin America, India and China. We leverage our unique
R&D capabilities and seek M&A opportunities, as we work to expand our broad product portfolio of specialty plant nutrition products,
including controlled release fertilizers (CRF), water soluble fertilizers (WSF), liquid fertilizers, slow-release fertilizers (SRF), straights
(MAP/MKP/PeKacid), organic fertilizers, micronutrients, biostimulants, soil conditioners, adjuvants, seed treatment and growing media,
to drive additional growth. We are also developing a service portfolio focused on creating global and regional agri-professional solutions,
by leveraging digital innovation.
Culture
We
foster a ’Business Culture of Leadership,' which focuses on creating a leading and sustainable work environment, with a strong commitment
to all stakeholders. Culture at ICL, means 'Doing the Right Thing': safety and employee well-being is our top priority, with every effort
made to achieve top-tier safety results. Culture at ICL also means operating with a clear commitment to create sustainable impact, based
on the UN’s Sustainability Development Goals (SDG). We strive to be an Employer of Choice by strengthening our value proposition
to employees and by promoting ICL’s core values. We also foster an innovation-driven culture, which leverages our technology and
know-how, to better serve our customers and increase their loyalty. To ensure we live up to our values, culture at ICL also means accountability,
transparency and top-tier corporate governance.
Innovation
As
part of our strategic focus to enhance customer value through innovation, we are constantly reviewing our product portfolio and targeting
the creation of sustainable solutions for global challenges. An internal accelerator drives internal ideation and disruptive R&D.
Capital
Structure
Our
growth initiatives are supported by our strong financial position. We are focused on maintaining our solid capital structure and generating
funds for future growth, by preserving our financial leverage at investment grade levels and by improving the maturity profile of our
debt portfolio. We also strive to optimize our capital expenditures and working capital, and to continuously implement cost efficiencies.
ICL
Group Limited 47
Segment
Information
ICL
is a leading multinational company that operates mainly in the areas of fertilizers and specialty minerals, through four segments –
Industrial Products, Potash, Phosphate Solutions and Growing Solutions.
Industrial
Products Segment
Our
Industrial Products segment produces bromine out of a solution as part of the potash production process in Sodom, Israel, as well as bromine‑based
compounds. Industrial Products uses most of the bromine it produces for self‑production of bromine compounds at its production sites
in Israel, the Netherlands and China. Industrial Products is also engaged in the production and marketing of phosphorus-based
products, which are produced in Germany and the US. In addition, the segment produces several magnesia, calcium carbonate and salt products
which are produced in Israel and France.
In
2024, sales of the Industrial Products segment totaled $1,239 million (including sales to other segments), an increase of 1% compared
to 2023. Sales by the Industrial Products segment constitute approximately 18% of ICL’s total sales, an increase of 2% compared
to 2023. The segment's operating income totaled $224 million, an increase of 2% compared to 2023. The Industrial Products segment's operating
income constituted approximately 26% of ICL’s adjusted operating income, an increase of 8% compared to 2023. For further information
“Item 5 – Financial Results and Business Overview— A. Operating Results” and Note 5 to our Audited Financial Statements.
ICL
Group Limited 48
Products
Industrial
Products focuses on three main sub-business lines:
Flame
retardants – Bromine, phosphorus and magnesium-based flame retardants are used in electronics, building and construction,
automotive, textile and furnishing applications. Flame retardants are added to plastics, textiles and other combustible materials to prevent
or inhibit fire or flames and to prevent the spread of fire.
Industrial
solutions – Elemental bromine, bromine compounds and phosphorus compounds are used in a number of industries worldwide, such
as: rubber, pharmaceuticals, electricity, agro and polyester (to produce plastic fabrics and bottles). Clear brine fluids are used to
balance pressure in the oil and gas drilling industry. Bromine‑based biocides are used for treating industrial water.
Specialty
minerals – Specialty minerals include magnesia, calcium carbonate and salt products. The main applications of magnesia products
are dietary supplements and pharma, oil and fuel additives, catalysts and many other applications. The calcium carbonate main applications
are dietary supplements and pharma. The salts include sodium chloride, magnesium chloride and KCl which are mainly used for the food industry,
oil drilling, deicing (MgCl2) and various industrial applications. Due to the uniqueness and high quality/purity of our products, most
of our sales are to niche markets.
The
following table sets forth the principal products of the Industrial Products segment, as well as their primary applications and end‑markets:
|
Sub-business line |
Product |
Primary Applications |
Primary End‑Markets
|
|
Flame retardants |
Bromine, phosphorus and magnesium-Based Flame Retardants
|
Plastic, building materials and textile production
|
Electronics, automotive, building, construction and textiles
|
|
Industrial solutions |
Elemental Bromine |
Chemical reagent |
Tire manufacturing, pharmaceuticals and agro, PTA and flame
retardants |
|
Brominated and Phosphorus compounds |
Raw materials for pharmaceuticals and agro |
Pharmaceuticals and agro | |
|
Industrial services |
Functional fluids, Biocides (Water treatment and disinfection),
Merquel and MBr |
Power plants and other industrial facilities |
|
|
Clear Brines |
Oil and gas drillings |
Oil and gas | |
|
Energy storage |
Brominated electrolytes, Phosphorus based active salt for
electrolytes |
Battery producers | |
|
Specialty minerals |
Magnesia Products |
Pharma and Supplementals, health care, transformer steel, catalysts,
fuel and oil additives. |
Supplementals, multivitamins, transformer steel and health
care |
|
Calcium Carbonate |
Supplementals and pharma |
Supplementals and pharma | |
|
Solid MgCl2, KCl |
Deicing, food, oil drilling, pharma |
De-icing, sodium replacement, KCl for drugs. Multi-vitamins,
oil drilling companies, small industrial niche markets |
ICL
Group Limited 49
Industrial
Products also develops innovative products and new applications for existing products. New products introduced in recent years include,
among others: bromine compounds for energy storage (electrolyte solutions used in flow batteries); VeriQuel®R100 (a phosphorus-based
reactive flame retardant for rigid polyurethane); Bromoquel (replacing ammonia and other chemicals as a more flexible and effective treatment
in the event of bromine leakage), CareMag® D, a new natural raw material for deodorants; CDA, for biofilm sustainable, non-toxic
treatments that reduce or replace the use of toxic biocide standard treatments; and FruitMagTM,
a magnesia-based product which serves as firming agent for post-harvest
treatments to increase the shelf life of citrus fruits; and TextiMag®, a magnesia-based product which is used for body-odor absorption
on textiles.
Production
Our
Industrial Products segment's major manufacturing facilities are located in Israel (production of bromine, bromine compounds, magnesia
and salts products), the Netherlands (bromine compounds), Germany (phosphorus compounds), France (magnesia and calcium carbonate-based
products), the US (phosphorus compounds) and China (bromine compounds).
The
Industrial Products segment's principal manufacturing plants and marketing companies are set forth in the map below:
ICL
Group Limited 50
In
2024, ICL produced approximately 190 thousand tonnes of elemental bromine out of potential annual maximum production capacity of approximately
280 thousand tonnes. Approximately 77% of the elemental bromine produced is used internally for the production of bromine compounds.
Competition
ICL
Industrial Products is the world's largest manufacturer of elemental bromine. Based on internal estimates, in 2024 ICL and its two main
competitors, Albemarle and Lanxess, accounted for the majority of worldwide production of bromine. Chinese and Indian producers accounted
for most of the remainder of global production from various sources.
Lanxess
and Albemarle produce bromine primarily from underground brine sources in the US. Albemarle also has a joint venture with a Jordanian
company to produce bromine and bromine compounds on the Jordanian side of the Dead Sea, sharing the same source of raw materials with
ICL. Lanxess purchases bromine from our Industrial Products segment under a long‑term contract.
The
main barrier to entry into the bromine and bromine compounds markets is access to an economically viable source of bromine in a sufficiently
high concentration. In addition, the bromine business requires complex logistics, including special containers (Isotanks) for the transportation
of bromine.
In
the phosphorus‑based flame retardants market, competition is mainly from Chinese manufacturers operating in their local markets
and in markets outside of China, mainly Europe and the US. Chinese manufacturers have access to a source of high‑quality, low‑cost
phosphorus, which improves their ability to compete in this market. In 2023, ICL, LXS and PCC jointly filed an anti-dumping claim with
the European Commission against imports of tris (2-chloro-1-methylethyl) phosphate (TCPP) from China. In
April 2024, the EU commission applied 60% duties for imported TCPP from China. In addition, in 2024, ICL filed an anti-dumping claim in
the US for imported materials from China.
The
segment benefits from the following competitive advantages:
The
Dead Sea, where our operations are located, contains the world’s highest bromine concentration, and our bromine compounds facility
at Neot Hovav, Israel, is the largest facility worldwide. As a result, the segment benefits from relatively low production costs of elemental
bromine which provides it with a competitive advantage. ICL’s complex logistics system which includes the largest fleet of Isotanks
in the world allowing valuable supply security to our customers. In addition, the segment operates a worldwide marketing, sales and supply
chain network, a range of high‑quality products and a technical support system that works closely with our customers, all of which
provide a strong competitive position in our target markets.
ICL
Group Limited 51
Raw
Materials and Suppliers
The
principal raw materials used by our Industrial Products segment to manufacture its end products are bromine, chlorine, phosphorus and
magnesia. The production process also uses significant amounts of water and energy. The segment produces a significant portion of its
raw materials through operations to extract Dead Sea minerals. For further information on the extraction operations, see “Item 4
- Information on the Company— D. Property, Plant and Equipment”.
Bromine
is produced from end brines, which are salt solutions generated as a byproduct of the potash production process. These brines are transported
to ICL Industrial Products’ plant in Sodom, where bromine is produced in an oxidation process using chlorine and steam.
Chlorine
is produced by electrolysis of sodium chloride and as a byproduct of the metal magnesium production process of Dead Sea Magnesium Ltd.
(“Dead Sea Magnesium”). The electrolysis facility and the magnesium plant are located next to the bromine production facility
in Sodom. Additionally, sodium chloride utilized in the electrolysis process is obtained as a byproduct of potash production in Sodom.
Industrial
Products uses elemental bromine to produce bromine compounds at its facilities in Israel, the Netherlands and China. The surplus bromine
is sold to third party entities. Bromine compounds are primarily manufactured via a chemical process that involves bromine along with
various other raw materials, of which bisphenol A is the most significant. Bisphenol A is utilized in the production of bromine-based
flame retardant TBBA. Additionally, the Industrial Products segment procures many other raw materials essential for the production of
its diverse range of products.
ICL
Group Limited 52
Elemental
phosphorus (P4) is produced in a roasting process from ores,
originating mainly in Central Asia (Kazakhstan), the US, Vietnam and China. The Industrial Products segment uses elemental phosphorus
to produce phosphorus compounds at its factories (mainly phosphorus-based flame retardants). The basic phosphorus compound, POCl3,
is manufactured in a chemical process that combines phosphorus, chlorine and oxygen. The reaction of this compound with a variety of other
raw materials (such as Propylene Oxide) creates commercial phosphorus compounds.
The
Industrial Products segment uses magnesium chloride brine to manufacture magnesia products at its Mishor Rotem facilities in Israel and
MgCl2 flakes and pellets at its facilities in Sodom Israel. In addition, the Industrial Products segment uses KCl from our Potash segment
to manufacture pure and industrial grades of KCl in Sodom.
Industrial
Products maintains raw‑material inventories in quantities that take into account the projected level of production based on consumption,
supply dates, distance from the supplier and other operational and logistic considerations.
ICL
Group Limited 53
As
part of our strategy to increase our energy consumption from renewable energy sources, the Company has signed several contracts for the
installation of photovoltaic ("PV") panels at its production sites, which will be gradually installed in the upcoming years.
Sales,
Marketing and Distribution
Industrial
Products’ principal markets are Western Europe, the US, China, Korea, Japan, and the United Arab Emirates. The Industrial Products
segment sells its products primarily through a network of marketing companies, while a smaller portion of sales is conducted through agents
and distributors throughout the world. Relatively large portion of the segment's sales are conducted via long‑term agreements with
an initial term of one year or more.
Industrial
Products’ policy is to maintain adequate inventory levels, which vary from product to product to ensure orderly supply to customers
in light of their distance from production centers and their demand for inventory availability while optimizing inventory storage costs.
Therefore, a portion of finished product inventories are held in storage facilities in destination countries.
Industrial
Products extends credit terms to its customers according to its credit policy. Sales are generally covered by trade credit risk insurance
or by letters of credit from banks with high credit ratings.
Seasonality
While
the operations of the Industrial Products segment are not characterized by seasonal fluctuations, sales of certain products within the
segment do vary between seasons. Agricultural products are typically experienced higher sales in the second and third quarters, whereas
sales of MgCl2 for de‑icing purposes tend to be higher
in the first and fourth quarters. However, the overall impact of these diverse seasonal differences on the Industrial Products segment
is not significant.
Natural
Resources Tax in Israel
Our
bromine operation in Israel is subject to the Law for Taxation of Profits from Natural Resources, which entered into effect on January
1, 2016. For further information, see “Item 10 - Additional Information— E. Taxation” and Note 15 to our Audited Financial
Statements.
ICL
Group Limited 54
Potash Segment
Our
Potash segment produces and sells mainly potash, salts, magnesium and electricity. We produce potash in Israel, using an evaporation process
to extract potash from the Dead Sea at Sodom, and in Spain, using conventional mining from an underground mine. The segment also produces
and sells pure magnesium, magnesium alloys and chlorine, as well as salt products produced at its potash site in Spain. The segment operates
a power plant in Sodom which supplies electricity and steam to ICL facilities in Israel as well as surplus electricity which is sold to
external customers.
In
2024, our Potash segment sales totaled $1,656 million (including internal sales), a decrease of 24% compared to 2023. Total sales of the
Potash segment constituted approximately 24% of ICL's total sales, a decrease of 5% compared to 2023. The segment's operating income totaled
$250 million, a decrease of 63% compared to 2023. The segment's total operating income constituted approximately 29% of ICL’s adjusted
operating income, a decrease of 26% compared to 2023. For further information, see “Item 5 - Financial Results and Business Overview—
A. Operating Results” and Note 5 to our Audited Financial Statements.
Products
Potash
is the common name for potassium chloride, also known as MOP Muriate of Potash, the most common source of potassium for plants and one
of the three essential nutrients for plant development. Potash assists in the protection of plants from disease and damaging agents, helps
them to adapt to different weather conditions, regulates plant water levels, strengthens plant stems, and strengthens the plant's ability
to absorb nourishing substances. We sell potash for direct application
as a fertilizer and to compound fertilizer manufacturers.
Production
We
produce potash from the Dead Sea and an underground mine in Spain. Our potash production process in Israel is based on the extraction
of carnallite, which is a compound comprising potassium chloride (KCl) and magnesium chloride mixed with sodium chloride (NaCl) precipitates
in some of the largest solar evaporation ponds in the world. Subsequently, the carnallite is transferred to ICL Dead Sea plants, where
a combination of chemical and physical processes break down the carnallite crystals into potash using cold crystallization and hot leach
technologies. In Spain, we extract potash by mining sylvinite from an underground mine. Sylvinite is a mixture of varying concentrations
of potash (KCl) and salt (NaCl), separated by a flotation process at our production plants near the mine.
ICL
Group Limited 55
The
principal production facilities of our Potash business are our plants in Israel and Spain. The manufacturing plants, distribution centers,
and marketing companies of our potash business are set forth in the map below:
In
2024, our potash business produced approximately 4.5 million tonnes of potash. Our potential annual production capacity of potash, once
we achieve the expansion in our Spanish site, is expected to be about 5 million tonnes. The potential production capacity of our
various plants is based on the hourly output of the plants, multiplied by potential hours of operation per year. This calculation assumes
continuous production over the year, 24 hours a day, other than a few days for annual planned maintenance and renovations. Actual
production typically falls short of the potential production capacity due to factors such as unplanned downtime, special maintenance operations,
geologic constraints, raw material unavailability, market conditions, and unexpected events.
Production-related
developments of the Potash business:
Israel
In
2024, production at ICL Dead Sea was 3.7 million tonnes, 119 thousand tonnes lower year-over-year, mainly due to operational challenges
and war-related issues.
Spain
In
2024, the Cabanasas mine and the Suria plant reached all-time production records, pushing their annual throughput to over 800 thousand
tonnes - a 33% increase compared to the previous year. This achievement was driven by process improvements, operational efficiencies and
strong collaboration across various business areas. The Company also invested in automation and digitalization, successfully testing remote
operation of mine equipment for the first time.
ICL
Group Limited 56
Competition
The
potash market is characterized by a relatively small number of manufacturers, some of whom export jointly. The ability to compete in the
potash market is largely determined by factors such as production costs, logistic costs, and logistic capabilities. Moreover, new players
have high entry barriers due to the significant investment and time required to establish potash operations. In addition, this industry
requires appropriate concessions and proximity of production facilities to the mines- For further information, see "Item 3 - Key Information—
D. Risk Factors".
ICL’s
current significant competitors in the international potash market are Nutrien (Canada), Belaruskali (Belarus), Uralkali (Russia), Mosaic
(Canada/Brazil), K+S (Germany/Canada), QSL (China), EuroChem (Russia), Various Laos (Laos) APC (Jordan), SQM (Chile), and others.
We
believe our Potash business benefits from the following competitive advantages:
| • |
A relatively low average cost of potash production at the Dead
Sea, using the sun as a solar energy source in the evaporation process. |
| • |
Logistical advantages due to our strategic geographical location
and access to nearby ports in Israel and Europe, along with our relative proximity to customers, result in highly competitive marine and
overland shipping costs as well as expedited delivery times. |
| • |
Climate advantages, stemming from hot and dry conditions at the
Dead Sea, enable us to store substantial quantities of potash in an open area at minimal cost. This capability allows us to sustain continuous
production in Sodom at full capacity, regardless of fluctuations in global potash demand. |
| • |
Our mine in Spain is one of the few in western Europe, creating
logistics advantages in supplying European customers. |
ICL
Group Limited 57
Raw
Materials and Suppliers
Potash
does not require additional chemical conversion to serve as a plant nutrient fertilizer. Nevertheless, it can also function as a raw material
for certain specialty fertilizers and other industrial products.
The
primary utilities that we use to support our potash production are natural gas, steam, electricity, industrial water, and neutralization
materials.
Sales,
Marketing, and Distribution
The
primary markets of our Potash business are Brazil, China, Europe, the US, and India. Our Potash segment sells its fertilizer products
primarily via a network of ICL sales offices and through agents worldwide.
Most
of our potash sales are not made through contracts or long‑term orders but through current orders proximate to the supply date,
excluding our annual agreements with customers in India, China and a European customer. Accordingly, our Potash segment does not have
a significant backlog of orders.
In
the Indian and Chinese markets, it is customary to conduct negotiations regarding potash contracts, partially through commercial entities
related to the governments of those countries. In other markets, potash is usually imported by many customers. In these markets, we have
trade relations with most major customers.
Potash
prices are determined through negotiations between manufacturers and customers. They are affected mainly by the relationship between market
demand, available supply, and outstanding inventories among suppliers and customers, as well as the customer's identity and the transaction's
timing. As a result, prices for relatively long‑term contracts are not necessarily identical to "spot" prices (current sales orders).
In
August 2024, ICL reached an agreement with IPL, a long-term customer in India, to supply an aggregate of 420,000 metric tonnes of potash,
to be supplied through 2024, at a price in line with the current market price in India. As a result of this agreement, ICL sold the entirety
of its standard and fine potash that it produced in 2024. The agreement is within the framework of a five-year supply agreement with IPL
for the years 2022-2027, which was signed in March 2022.
In
December 2024, as part of ICL's 2025-2027 Chinese framework agreements, ICL signed contracts with its Chinese customers to supply 2,500,000
metric tonnes of potash with mutual options for an additional 960,000 metric tons in aggregate, over the course of the three year-term.
Prices for the quantities to be supplied according to the framework agreements are established in line with prevailing market prices in
China at the relevant date of supply.
For
further information about trends affecting the segment, see Item 5 – "Financial Results and Business Overview– D. Trend Information".
Our
Potash segment grants credit terms to its clients according to customary practices in their locations. The segment's credit sales are
generally covered by trade credit risk insurance or letters of credit from banks with high credit ratings.
ICL
Group Limited 58
The
Potash business transports potash from Israel and Spain as follows:
The
distribution of products from Israel to overseas customers is managed by ships, primarily in bulk, which are leased from the market. These
ships are loaded using designated facilities at the ports of Ashdod on the Mediterranean Sea and Eilat on the Red Sea.
The
distribution of products from Spain to local customers and customers in France is managed by truck. Products destined for overseas destinations
are transported by train and trucks from Súria to the Company's designated facilities located at the port of Barcelona (Spain). Subsequently,
the cargo is loaded onto bulk vessels for shipment. In 2024, ICL Iberia, through its subsidiary Iberpotash, executed a contract signed
in 2019 with the Catalonian Public Railway Agency (FCG), under which FCG supplies railway equipment to enable Iberpotash to carry four
trains with 21 wagons daily from Súria to the Port of Barcelona. This increased transportation capacity allows Iberpotash to optimize
its logistic costs and significantly reduce its carbon footprint.
In
Israel and Spain, short plant-to-port distances and shorter shipping routes to emerging markets give our Potash business a significant
and unique advantage over our main competitors.
In
2024, the security situation in Israel and regional tensions involving Houthi attacks and threats to commercial vessels intensified, disrupting
shipping routes in the Red Sea and commercial shipping arrangements, leading to increased shipping costs. The Company continuously monitors
developments and takes all necessary actions to minimize negative consequences to its operations.
Seasonality
The
seasonal demand for our Potash business products is typically characterized by higher sales in the second and third quarters.
Natural
Resources Tax
Our
segment operations at ICL Dead Sea, Israel, are subject to the Law for Taxation of Profits from Natural Resources, which entered into
effect on January 1, 2017. For further information, see “Item 10 - Additional Information— E. Taxation” and Note 15
to our Audited Financial Statements.
Additional
products
The
Potash segment produces and sells additional products such as magnesium-based products, dehydrated carnallite, chlorine, salt, surplus
electricity (produced in Israel), and more.
Magnesium
The
Potash segment also produces magnesium, through Dead Sea Magnesium Ltd. (“DSM”), the largest magnesium producer outside of
China and the US. The magnesium business produces, markets, and sells pure magnesium, magnesium alloys, chlorine and dry carnallite.
Magnesium
is recognized as the lightest structural metal. One of its primary characteristics is its high strength-to-weight ratio in comparison
to other metals, particularly steel and aluminum. Consequently, magnesium finds extensive application in the aluminum and steel sectors,
as well as in the casting of parts made from magnesium alloys, notably in the automotive industry.
Production
of magnesium originates from carnallite gathered from the Dead Sea. During the electrolysis process, magnesium chloride present in the
carnallite is separated into magnesium metal and chlorine gas.
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Factors
that can reduce production are unexpected breakdowns, special maintenance operations, non-availability of raw materials, and market conditions.
The potential production capacity of our various plants is based on the hourly output of the plants, multiplied by potential hours of
operation per year. This calculation assumes continuous production over the year, 24 hours a day.
Phosphate Solutions
Segment
The
Phosphate Solutions segment (hereinafter, the segment) is based on a phosphate value chain which uses phosphate commodity products, such
as phosphate rock and fertilizer-grade phosphoric acid (“green phosphoric acid”), to produce specialty products with higher
added value. The segment also produces and markets phosphate-based fertilizers. The strategy of the segment is to be a leading provider
of value-added specialty solutions based on phosphate for the battery materials, industrial, food and agriculture markets.
Sales
of the Phosphate Solutions segment in 2024 totaled $2,215 million (including internal sales), a decrease of 6% compared to 2023. Total
sales of the segment constituted approximately 32% of ICL's total sales, an increase of 1% compared to 2023. Segment operating income
totaled $358 million, an increase of 2% compared to 2023. Total segment operating income constituted approximately 41% of ICL’s
adjusted operating income, an increase of 12% compared to 2023.
Sales
and operating income of phosphate specialties in 2024 totaled $1,285 million and $183 million, reflecting a decrease of 8% and 23%, respectively,
compared to 2023. Sales and operating income of phosphate commodities, in 2024 totaled $930 million and $175 million, reflecting a decrease
of 3% and an increase of 56%, respectively, compared to 2023.
For
further information, see “Item 5 - Financial Results and Business Overview— A. Operating Results” and Note 5 to our
Audited Financial Statements.
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Products
The
Phosphate Solutions segment produces a variety of products based on its backward integrated value chain.
Phosphate
rock contains phosphorus, one of the three essential nutrients for plant development, which directly contributes to a wide range of physiological
processes in a plant, such as the production of sugars (including starch), photosynthesis and energy transfer. Phosphorus strengthens
plant stems, stimulates root development, promotes flower formation and accelerates crop development. Phosphate rock can be utilized to
produce phosphoric acid and can be sold as a raw material to other fertilizer producers. ICL's phosphate rock is mined and processed from
open pit mines and undergoes a beneficiation process, after which high-grade multi-purpose phosphate products are created.
Green
phosphoric acid is produced by using beneficiated rock and sulphuric acid (produced by the segment using sulphur acquired from third parties).
Most of the green phosphoric acid is used to produce phosphate-based fertilizers and pure phosphoric acid, and in some cases, is sold
to external customers.
Phosphate
fertilizers are produced by using green phosphoric acid or sulphuric acid, depending on the fertilizer type. The segment manufactures
various types of fertilizers (PK products, GSSP, GTSP and others) for different uses.
The
segment manufactures purified phosphoric acid by purifying green phosphoric acid. Purified phosphoric acid and green phosphoric acid are
used to manufacture downstream products with high added value such as phosphate salts and acids for a wide range of battery materials,
food and industrial applications. Phosphate salts and acids are used in a broad variety of industrial end markets, such as oral care,
cleaning products, paints and coatings, water treatment, asphalt modification, construction, metal treatment and energy storage solutions.
The segment's products for the food industry include functional food ingredients and phosphate additives which provide texture and stability
solutions for processed meat, meat alternatives, poultry, seafood, dairy, beverage and baked goods. In addition, the segment supplies
purified phosphoric acid to our Growing Solutions segment and provides innovative alternative protein solutions for meat substitute and
vegan dairy products.
The
segment owns, develops and commercializes proprietary technologies that support the production of allergen-free plant-based structured
protein systems, called ROVITARIS®, targeting the fast-growing plant-based meat alternative market.
Production
The
Phosphate Solutions segment has a developed production process that includes phosphate rock mining, along with production and purchase
of different grades of phosphoric acid, to produce specialties products and commodities at different facilities around the world.
Phosphate
rock is mined and processed from open pit mines located in the Negev Desert in Israel and in the Yunnan province in China. The segment
produces sulphuric acid, green phosphoric acid and phosphate fertilizers at its facilities in Israel and China. Specialty products are
manufactured at the segment's facilities in Germany, the US, Israel, Brazil, China, the UK and Australia. These facilities enable the
segment to produce customer-specific solutions that meet the requirements of different markets.
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The
segment's principal manufacturing plants, distribution centers and marketing companies are set forth in the map below:
Current
annual potential production capacity is as follows: approximately 4.2 million tonnes of phosphate rock, approximately 1.97 million
tonnes of phosphate fertilizers, approximately 1.3 million tonnes of green phosphoric acid, approximately 423 thousand tonnes of purified
phosphoric acid and approximately 388 thousand tonnes of phosphate salts. The potential production capacity of the various plants is based
on the hourly output of the plants multiplied by the potential hours of operation per year. This calculation assumes continuous production
over the year, 24 hours per day, other than a few days for planned maintenance and renovations. Actual production is usually lower
than potential production capacity due to special maintenance operations, availability of raw materials, market conditions and unplanned
downtime.
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In
2024, the segment produced approximately 5.1 million tonnes of enriched phosphate rock, about 1.6 million tonnes of phosphate fertilizers,
about 1.2 million tonnes of green phosphoric acid, about 324 thousand tonnes of purified phosphoric acid (as Phosphorus Pentoxide), about
254 thousand tonnes of phosphate salts and about 63 thousand tonnes of food multi-blends.
Production-related
developments throughout the Phosphate Solutions segment:
Israel
In
2024, ICL Rotem presented strong results mainly due to improvement in the commodities market and higher prices. In addition, ICL Rotem
achieved production records in certain product lines such as its MKP plant (61,530 tonnes) and Pekacid product line (11,605 tonnes).
China
YPH,
50/50 joint venture company, which is controlled by ICL, improves the competitiveness and flexibility of ICL’s phosphate activities
as a result of its access to phosphate rock with extensive reserves. The joint operation includes activities over the entire value chain.
The performance of YPH continued to improve in 2024 and achieved new record results.
Since 2021, YPH has operated an additional
food-grade phosphoric acid plant, with a production capacity of 70 thousand tonnes of qualified commercial food-grade acid. This plant
has strengthened our phosphate specialties operations and enables additional diversification into higher value-added products.
In addition, the Company operates two MAP
plants, with a total annual capacity of 130 thousand tonnes, for battery minerals and fertilizers. 70 thousand tonnes of the total capacity
derives from a new plant that began operating in 2022.
The
total capacity of MAP for battery level minerals, together with the produced technical grade phosphoric acid and improved green phosphoric
acid, creates a portfolio that positions YPH as one of the most important phosphate suppliers to the battery industry in south China.
In
the third quarter of 2024, ICL opened a new food specialty plant in China, designed to help customers easily partner with ICL to create
novel and innovative food offerings tailored to Chinese consumers’ palates. The facility will manufacture specialty food solutions
in the meat, poultry and seafood segments, such as texturants and marinades, among other offerings, and was built in the thriving Zhangjiagang
Free Trade Zone, which is located in the heart of the Greater Shanghai area.
Americas
In
2023, ICL announced a plan to build the first large-scale commercial lithium iron phosphate (LFP) facility in the US. The plant is expected
to help meet growing demand from the energy storage, EV and clean-energy industries for US-produced-and-sourced essential Battery Materials.
ICL’s investment in the plant was augmented by a $197 million grant from the US Department of Energy. In addition, we are nearing
completion of our Battery Materials Innovation and Qualification Center (BM-IQ) in St. Louis which will allow us to begin qualifying battery
materials products for customers. The center is currently in the set-up stage and running trial operations, in line with the Company’s
execution of its long-term plan to provide commercial solutions for the Battery Materials market in the US.
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Competition
The
competitive characteristics of the Phosphate Solutions segment vary according to the type of products it manufactures and the markets
in which they are sold.
The
commodity phosphates market is extremely competitive, and competitors include multinational companies as well as government-owned companies.
Many producers operate in this market and the main competitive factor is price. The ability to compete in the market is dependent primarily
on access to and the cost of raw materials and production as well as logistic costs. For these reasons, companies located in proximity
to sources of raw materials, ports, and customers benefit from competitive advantages. A key factor in the area of raw materials (in addition
to phosphate rock) is accessibility to, and the price of sulphur and ammonia, which are required to manufacture the main phosphate fertilizers.
Additional factors that affect competition to a certain extent include product quality, range of products, service and the capability
to develop new products that provide unique solutions.
Phosphate
rock mines and phosphate fertilizers production facilities are located in many countries, including Morocco, which possesses the world’s
largest phosphate rock reserves, China, the US, Russia, Jordan, Saudi Arabia, Egypt, Brazil, Tunisia, Peru, Senegal, Israel, Kazakhstan,
Australia, South Africa, Algeria, Vietnam, Togo, Syria, Finland, and others. A major part of the mined phosphate rock is used by manufacturers,
including ICL, to produce downstream phosphate fertilizers (vertically integrated companies), including Triple Superphosphate (TSP).
The
main phosphate fertilizers producers who compete with ICL in the global TSP market include OCP Group (Morocco), Mosaic (Brazil), Polyserve
(Egypt), El Nasr Co. for Intermediate Chemicals (NCIC in Egypt), Groupe Chimique Tunisien (GCT in Tunisia), Grupo Fertinal (Mexico), Innophos
Inc. (Mexico), Agropolychim, (Bulgaria), Lebanon Chemical Company, CMOC (Brazil), EuroChem (Brazil) and various Chinese producers.
Based
on our in-house technology, geographical footprint and product diversification, the Phosphate Solutions segment has a leading global position
in the purified phosphoric acid market and its downstream products, as well as in the food-grade phosphates markets. The segment's competitors
are large and mid-sized international companies serving the chemical and food industries, which conduct manufacturing and marketing activities
in various countries, as well as local companies that serve local markets.
The
primary competitors of the segment in the chemical and food fields are Chemische Fabrik Budenheim KG (Germany), Innophos Inc. (Mexico/US),
Prayon S.A (Belgium/France), Nutrien (US), Adithya Birla (India), Haifa Chemicals Ltd. (Israel), FOSFA (Czechia/Germany) and various Chinese
producers.
The
Phosphate Solutions segment benefits from the following competitive advantages:
| • |
An integrated value chain that uses phosphate rock mined in Israel
(at ICL Rotem), as well as in China (YPH), to produce green phosphoric acid which serves mainly as a raw material to produce the segment's
products and products in our Growing Solutions segment. |
| • |
Logistical advantages due to the segment's geographical location
and diversification, proximity to ports in Israel and Europe and relative proximity to our customers. |
| • |
Our ability as a global fertilizer producer to combine potash
and phosphate fertilizers in the same shipment, which enables us to service smaller customers, particularly in Brazil and the US.
|
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| • |
The segment enjoys a competitive advantage in specialty phosphates
deriving from product features, quality, service, technical application support, a global manufacturing footprint and a very broad product
line. |
| • |
YPH provides an integrative phosphate platform in China with beneficial
access to the Chinese market. In addition, the segment enjoys a competitive cost advantage in its phosphate activities, due to access
to low‑cost phosphate rock with long‑term reserves. |
| • |
The segment has a diversity of integrated solutions that have
been designed specifically to match a customer’s unique needs. |
| • |
Highly qualified R&D capabilities and existing know-how that
facilitate delivering products in areas of global megatrends (e.g. in the Battery Materials market). |
Raw
Materials and Suppliers
The
Phosphate Solutions segment produces most of the raw materials it uses to manufacture its commodities and specialties products.
The
segment mines phosphate rock as the primary raw material for its backward integrated value chain, commencing from the mining of phosphate
rock through the production of green phosphoric acid and up to the production of phosphate-based fertilizers, purified phosphoric acid
and specialty phosphates.
The
primary raw materials acquired from external sources are mainly sulphur, ammonia, lower grades of phosphoric acid, soda ash, caustic soda
and potassium hydroxide.
The
Phosphate Solutions segment maintains inventories of sulphur, phosphate rock, green phosphoric acid, purified phosphoric acid and other
raw materials in quantities that take into consideration projected levels of production based on consumption characteristics, supply timeline,
distance from suppliers and other logistical considerations.
Sales,
Marketing and Distribution
The
Phosphate Solutions segment sells and markets its products worldwide. The primary markets for phosphate commodities products include China,
Europe, the US, Brazil, and Israel. Phosphate specialties products are primarily marketed to industrial, Battery Materials and food customers
in Europe, North America, Asia, South America and Australia. Our marketing network is based mainly on a marketing and sales organization
and, to a lesser extent, on external distributors and sales agents.
The
segment extends credit terms to its customers according to the customary practice in their locations. The segment's sales are generally
covered by trade credit risk insurance or by letters of credit from banks with high credit ratings.
Most
of the segment's sales do not result from long-term orders or contracts but are regularly ordered near to the time of supply. Therefore,
there is no significant order backlog.
The
segment transports its commodity and acids products from Israel to customers overseas by bulk vessels that it charters in the global marine
transportation market. Typically, these vessels are loaded at designated facilities in the ports of Ashdod on the Mediterranean Sea and
Eilat on the Red Sea.
In
2024, the security situation in Israel and regional tensions involving Houthis attacks and threats to commercial vessels intensified,
disrupting shipping routes in the Red Sea and commercial shipping arrangements, leading to increased shipping costs. The Company continuously
monitors developments and is taking all necessary actions to minimize any negative consequences to its operations.
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The
segment also operates special port facilities for bulk loading in the Netherlands and in Germany. YPH sells most of its products in China
and provides a logistical solution for marine shipping outside of China as well.
The
prices of phosphate-based fertilizers are determined by negotiations between manufacturers and customers and are affected mainly by supply
availability compared to market demand (which is also indirectly influenced by crop prices), as well as the identity of the customer and
the duration of the agreement. Prices for relatively long-term contracts are not the same as “spot” prices (current/casual
sales transactions).
Most
sales of phosphate specialties products are made under agreements with terms of one or two years, or through “spot” orders
placed close to the date of supply. For these products, framework agreements exist with specific customers through which customers may
purchase up to the maximum agreed quantities of products during the term.
For
purposes of effective marketing and sale of many of the segment's products, especially food products, technical sales and applications,
the segment's personnel work closely with customers to tailor products to their needs.
The
segment maintains adequate inventories of phosphate specialties products to ensure orderly supply to customers, considering the customers’
distance from the manufacturing locations and their demand for inventory availability, in conjunction with optimization of inventory storage
costs. Therefore, some finished product inventories are stored in destination countries.
Seasonality
The
seasonal nature of demand for phosphate commodities products is usually characterized by higher sales during the second and third quarters
of the year. Since 2023, seasonality has been more pronounced due to a shift towards "just-in-time" purchasing. This is driven by the
easing of global supply chain congestion, an intensification of trade barriers, and the increased cost of capital resulting from higher
interest rates.
The
target markets of phosphate specialties products are not characterized by significant seasonality.
Natural
Resources Tax
The
phosphate operations at Rotem, Israel, are subject to the Law for Taxation of Profits from Natural Resources, which entered into effect
on January 1, 2016. For further information, see “Item 10 - Additional Information— E. Taxation” and Note 15 to our
Audited Financial Statements.
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Growing Solutions
Segment
Our
Growing Solutions segment aims to achieve global leadership in specialty fertilization markets by (1) enhancing its global positions in
its core markets of specialty agriculture, FertilizerpluS and ornamental horticulture, turf, and landscaping; (2) targeting high-growth
markets such as Brazil, India and China; (3) leveraging its unique R&D capabilities, vast agronomic experience, global footprint,
backward integration to potash and phosphate and chemistry know-how; and by (4) integrating and generating synergies from businesses that
it has recently acquired. Our Company continuously works to expand our broad portfolio of specialty plant nutrition, plant stimulation
and plant health solutions, which consists of enhanced efficiency, micronutrients, controlled release fertilizers (CRF), liquid fertilizers,
water soluble fertilizers (WSF) and straights (MKP/MAP/PeKacid), soil and foliar, secondary nutrients, bio-stimulants, soil conditioners,
seed treatment products and adjuvants.
Our
Growing Solutions segment develops, manufactures, markets and sells fertilizers based primarily on nitrogen, potash (potassium chloride)
and phosphate. The segment produces water soluble specialty fertilizers products at its facilities in Israel, Belgium, China, Spain and
the US, liquid fertilizers in Israel, Spain, Brazil and the US, straight soluble fertilizers in China and Israel, controlled release fertilizers
in Brazil, the Netherlands and the US, as well as secondary nutrients, bio-stimulants, soil conditioners, seed treatment products, and
adjuvants in Brazil. ICL's specialty fertilizers business markets its products worldwide, mainly in Brazil, Israel, Europe, Asia and North
America.
In
2024, the sales of the Growing Solutions segment totaled $1,950 million (including sales to other segments), a decrease of 6% compared
to 2023. The sales of the Growing Solutions segment constituted approximately 29% of ICL's total sales, an increase of 1% compared to
2023. The segment's operating income totaled $128 million, an increase of 151% compared to 2023. The Growing Solutions segment’s
operating income constituted approximately 15% of ICL’s adjusted operating income, an increase of 11% compared to 2023. For further
information, see “Item 5 - Financial Results and Business Overview— A. Operating Results” and Note 5 to our Audited
Financial Statements.
Specialty
fertilizers offer improved value to the grower compared to other fertilizers as they are more efficient, maximize yield and quality and
require lower labor costs. The following pyramid presents our different fertilizer product lines. High value products are usually accompanied
by a higher price per tonne. ICL's Growing Solutions segment produces most of ICL's high-value products, except for potassium nitrate
and calcium nitrate.
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Our
Specialty Fertilizers business operates in 3 main markets:
Specialty
Agriculture
This
market includes high-value agricultural crops, such as fruits and vegetables. Enhanced efficiency fertilizers are used and applied mainly
to these crops. The use of specialty fertilizers in row crops, such as sugar cane, corn, and wheat can also be beneficial – subject
to climate and soil conditions. One of the main markets for ICL is the fertigation market, as the use of drip irrigation systems increases
across the globe, mainly in emerging markets, such as China and India. The use of enhanced efficiency fertilizers, such as controlled
release fertilizers, is also growing due to their environmental and economic advantages, although such growth is still dependent on crop
price levels and raw-material prices. In Brazil, the adoption rate of micronutrients, bio-stimulants, and soil conditioners is growing
for a wide range of crops due to rising demand to increase productivity, improve and balance plant nutrition and reduce abiotic stress.
FertilizerpluS
FertilizerpluS
is ICL's premium fertilizers line, based mainly on polyhalite (marketed by the Company as Polysulphate®). Our FertilizerpluS products
encompass a range of compounds including potassium, phosphorus, sulphur, magnesium, and calcium. These products are customized to suit
different soil types and a wide range of crops aiming to augment crop value by improving yields and increasing fertilizer uptake. See
below a list of products that are included in the FertilizerpluS line.
Polyhalite
is a mineral exclusively mined by ICL in an underground mine (ICL Boulby) located in North Yorkshire in the UK and is marketed under the
brand name Polysulphate®. Polysulphate® is used in its natural form as a fully soluble and natural fertilizer, which is also
used for organic agriculture and as a raw material to produce fertilizers. Polysulphate® is composed of potash (K2O
14%), sulphur (SO3 48%), calcium (CaO 17%), and magnesium (MgO 6%), which are essential components for the improvement of crops and agricultural
products. Polysulphate® is the basis for our Company's FertilizerpluS products.
The
Company considers Polysulphate® a unique product for ICL, synergistic with our other raw materials for the purpose of developing
downstream products. We are expanding the Polysulphate® market via development of a wide variety of innovative Polysulphate®-based
products.
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We
believe that the competitive advantages of our FertilizerpluS product line are our market position, as we are currently the sole producer
of Polysulphate® worldwide, and our ability to increase production at a relatively low capital expenditure.
Turf
& Ornamental (T&O)
Ornamental
Horticulture
The
Ornamental Horticulture market is composed of two primary divisions: outdoor ornamental plant growers, known as container nurseries, and
producers of pot and bedding plants operated within greenhouses facilities. The growers require high quality fertilization programs to
grow plants at the quality level required by garden centers, DIY (Do It Yourself) outlets, retail chains and landscapers. The Growing
Solutions segment has a large, specialized sales force that advises growers on the optimal nutrition of plants. It also has a specialized
distributor network in the Ornamental Horticulture market. The segment’s main product lines for this market are CRFs (controlled
release fertilizers) and WSFs (water soluble fertilizers) with well-known brand names, such as Osmocote, Peters and Universol. In specific
markets, such as North America and the UK, a range of unique plant protection products is also included in the recommendations for growing
healthy plants. In the UK, we are a leading growing media supplier providing a complete solution for ornamental growers.
Turf
& Landscape
The
professional turf market includes the following user groups: golf course green keepers, sport field groundsmen, landscapers, contractors
and lawn service providers.
These
groups demand high-quality inputs to secure strong, high-quality turf. They also require an integrated approach to keep turf strong and
maintain its health, without creating an environment that is conducive to the development of disease. There is an environmental need to
limit inputs which requires an integrated approach using unique, high-quality products. The most important inputs are specialty, controlled
release and slow-release, fertilizers, grass seeds, water conservation - and plant protection products. Some of these products’
well-known brands are Greenmaster, Sierrablen, Sierraform, ProTurf and H2Pro. Our Growing Solutions segment offers all product lines in
an integrated program and maintains a dedicated and experienced team of unique professional grass experts, along with a specialized distribution
network serving its key markets, mainly in Europe and Asia.
Products
Specialty
fertilizers are highly effective fertilizers that allow more precise feeding of plants for their major nutrients needs (nitrogen, phosphorous
and potassium) as well as secondary nutrients and micronutrients. These fertilizers allow efficient fertilization through special applications
among others, through drip irrigation systems and foliar spraying, and help growers obtain higher yields and quality. These fertilizers
include, among others, controlled release fertilizers (CRF), slow-release fertilizers (SRF), soluble fertilizers and liquid fertilizers
as follows:
| • |
Controlled‑release fertilizers (CRF) allow accurate release
of nutrients over time. CRFs have a special coating that allows prolonged release of nutrients from over several weeks to 18 months compared
to regular fertilizers that dissolve in the soil and are immediately available but therefore leach partially into the soil. ICL Growing
Solutions offers leading global and regional brand-name products including Osmocote, Agroblen, Agrocote, Agromaster, Polyblen and Producote.
|
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| • |
Osmocote is the most widely known and used controlled‑release
fertilizer by ornamental growers worldwide. The brand is known to deliver high quality ornamental plants due to its consistent release
of nutrients and unique patterned and programmed release technologies. We continue to invest in new technologies as well as in field trials
to test and demonstrate the high reliability and performance of our products. In 2022, ICL presented a faster biodegradable coated fertilizer
technology - eqo.x for Ag, featuring controlled-release urea tailored for open field agriculture. This innovation aims to empower farmers
to optimize crop performance, while minimizing environmental impact through reduced nutrient loss and enhanced nutrient use efficiency
(NUE). In 2023, the segment introduced eqo.s release technology in the professional turf market for turf brands, such as, Sierrablen and
ProTurf. These pioneering release technologies represent the first offering in the market to feature a CRF coating for urea that biodegrades
more rapidly, and they are specifically designed to meet new EU fertilizer standards scheduled to take effect in 2028. |
| • |
Soluble fertilizers, which are fully water‑soluble, are
commonly used for fertilization through drip irrigation systems to optimize fertilizer efficiency in the root zone to maximize yields
and some of them can also be used for foliar applications. Our well-known brands for fertigation include Peters, Universol, Solinure,
Agrolution, Nova, Fertiflow and others. Our leading brands for foliar application are Agroleaf Liquid, Agroleaf Power and Nutrivant. ICL
develops specific formulations for different applications and crops. In South America, products such as Profol, Kellus, Tonus, Translok,
Forcy, Nutritio, Vegetação and Dimi Tônico are used as high technology products for farmers to improve plant nutrition
and physiology through foliar fertilization. There are specific formulations for specific crops, greenhouses and/or open fields, as well
as for different water types. In 2024 we launched a water-soluble fertilizer with humic acid which is expected to improve the absorption
of feed elements at the root. |
| • |
‘Straight fertilizers’ are crystalline, free‑flowing
and high purity phosphorus and potassium soluble fertilizers such as MKP, MAP and PeKacid. Our key brands include NovaPeak, Nova PeKacid
& NovaMAP. PeKacid is a patented product of ICL. It is the only solid, highly acidifying, water-soluble fertigation product that contains
both phosphorus and potassium. The product is ideal for hard water conditions where an acidifying effect is required, as well as for keeping
dripping lines clean. |
| • |
Liquid fertilizers are used for intensive agriculture and are
integrated into irrigation systems (mainly drip systems). Our product line includes mostly tailor‑made formulations designed for
specific soil and water/climate conditions and crop needs. |
| • |
Peat is a growing medium for various crops in which generally
controlled‑release fertilizers and plant‑protection products are mixed in. Specific formulations of growing media are tailored
to meet the requirements of specific plants, including those cultivated in greenhouse bedding plants and outdoor nurseries. One of our
peats is the "Levington” brand, a well-known ICL brand. The integration of growing media products into our UK portfolio enhances
ICL’s ability to offer a holistic and efficient solution to our customers. We are dedicated to adopting more circular products and
expanding our selection of growing media offerings with Fibagro Advance, an outstanding peat alternative manufactured in the UK. This
innovative and advanced woodfibre product is being used as a key component in professional growing media mixes and provides professional
growers with sustainable growing solutions. |
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| • |
Water conservation and soil conditioning products are new product
lines developed by the segment. Water conservation products are used in professional turf to keep water in the root-zone. Our key brands
are H2Flo and H2Pro. These products improve water use efficiency. This new technology is also used in agriculture to allow better water
availability around the root-zone of crops. |
| • |
Bio-stimulants technologies, such as Triplus, Improver, Concorde,
Vegetação and Dimi Tônicoare, are being successfully used by farmers to increase their productivity and alleviate abiotic
stress, such as drought, salinity, and others. |
| • |
Adjuvants are essential to enhance foliar nutrition, herbicides
and crop protection spray. We offer the South American market adjuvant technologies, including Helper, Tensor Max and AD+ as well as various
formulations that address the primary challenges facing farmers, such as drift and run off. |
| • |
Our Polysulphate® and Polysulphate®-based fertilizers,
customized to meet the needs of different crops and soil types, maximize yields and allow more precise and efficient applications.
|
| • |
Polysulphate® contributes to and follows the main market
trends in the field of increased nutrient-use efficiency, low carbon footprint and organic fertilizers.
|
Following
are several examples of Polysulphate®-based products and additional products that are included in the FertilizerpluS line:
| • |
PotashpluS – a compressed mixture of Polysulphate®
and potash. The product includes potassium, sulphur, calcium and magnesium. |
| • |
PKpluS – a unique combination of phosphate, potash and Polysulphate®.
|
| • |
NPKpluS – a unique combination of Nitrogen, phosphate, potash
and Polysulphate®. This product includes all 6 macro nutrients in one granule. |
Production
The
Growing Solutions segment's principal production facilities include plants in Israel (soluble compound fertilizers, liquid fertilizers,
and soluble NPK fertilizers), Spain (liquid fertilizers, and soluble NPK fertilizers), the UK (Polysulphate, PotashpluS, products for
water conservation and peat incorporated in growing media), China (soluble compound fertilizers and soluble NPK fertilizers), the Netherlands
(controlled release fertilizers and fertilizer blends), Belgium (soluble NPK fertilizers), the US (controlled release fertilizers, water
soluble fertilizers and liquid fertilizers) and Brazil (liquid fertilizers, water-soluble fertilizers, bio stimulants, controlled-release
fertilizers, improved efficiency phosphorus fertilizers, secondary nutrients fertilizers, and micronutrients fertilizers).
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The
Growing Solutions segment's main manufacturing plants and marketing companies are indicated in the map below:
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The
segment's annual potential production capacity is approximately 260 thousand tonnes of soluble fertilizers, 800 thousand tonnes of phosphate
Fertilizers, 540 thousand tonnes of liquid fertilizers, 420 thousand tonnes of controlled-release fertilizers, 150 thousand tonnes of
straight fertilizers, 400 thousand m3 of growing media,
as well as 600 thousand tonnes of micronutrients and one million tonnes of Polysulphate®. In 2024, we produced about 721 thousand
tonnes of Polysulphate®.
The
potential production capacity of our various plants is based on the hourly output of the plants, multiplied by potential hours of operation
per year. This calculation assumes continuous production over the year, 24 hours a day, other than a few days for planned maintenance
and renovations. Actual production is usually lower than potential production capacity, due to unplanned downtime, special maintenance
operations, lack of availability of raw materials, market conditions and seasonality in demand.
Production-related
developments throughout the Growing Solutions segment:
In
2023, YPH began production of high-grade bio stimulative liquid fertilizers. This line of products incorporates organic and chemical compositions
with high end raw materials, such as Fulvic acids, amino acids, and other exclusive materials. YPH’s new liquid fertilizers are
a significant upgrade to its product portfolio and solidifying the Company’s position as a leading producer in China’s specialty
fertilizers market.
In
the beginning of 2024, we completed our acquisition of Nitro 1000, a manufacturer, developer and provider of biological crop inputs in
Brazil. This addition of biologicals manufacturing capacity helps to expand the segment’s product offerings, while positioning the
Company to further expand into new and adjacent end-markets. Nitro 1000’s products mainly target soybean, corn and sugar cane crops,
and their application replaces or optimizes the use of fertilizers. These products help farmers increase profitability, as well as offer
more sustainable options.
In
July 2024, we completed our acquisition of Custom Ag Formulators, a manufacturer and provider of liquids and water-soluble fertilizers
with production facilities in California and Georgia. This strategic move not only expands the Company’s product offerings but also
significantly enhances the customer experience in the agricultural sector in the US and allows the Company to address the diverse requirements
of farmers across various growing regions, particularly in the West Coast and Southeast, where crops—and their nutritional needs—can
vary significantly.
In
the fourth quarter of 2024, we completed our acquisition of GreenBest, a UK-based manufacturer that specializes in bespoke fertilizers
and tailored solutions. This acquisition strengthens our position in the Turf and Landscape sector and enhances our presence in the UK
market. GreenBest's expertise in custom manufacturing complements our existing portfolio and capabilities, allowing us to better meet
diverse customer needs.
Competition
The
global specialty fertilizer market is estimated at approximately $20 billion per year, accounting for about 4% of the total fertilizers
market. According to the Company's estimation, the specialty fertilizer market is growing at an average rate of about 5%-7% per year.
The
specialty fertilizers market is diversified, with few global companies and many small to medium-size regional and local producers. We
are considered one of the largest global players in the specialty fertilizers market, with production plants in Brazil, Israel, the Netherlands,
Belgium, Spain, the UK, the US, Germany and China.
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The
Capex needed to develop new production capacities for existing specialty fertilizer companies is generally not considered significant
compared to commodity fertilizer operations. However, barriers of entry for new players include, among others, extensive know-how in chemical
production and agronomy, professional selling and marketing teams, customer support capabilities, as well as registration and regulatory
requirements.
In
addition to ICL, other specialty fertilizers companies with a global presence include: Nutrien Ltd, Wesfarmers Ltd, Industries Qatar QPSC,
Sociedad Quimica y Minera, Yara International and Haifa group. Other companies, such as Pursell, Simplot, Nutrien and Koch (USA), Kingenta
and Moith (China) and JCAM (Japan) are considered regional players.
ICL
Growing Solutions' business benefits from the following competitive advantages:
| • |
A strong, efficient and integrated supply chain with in-house
access to high quality raw materials, mostly phosphate and potash, which is based on an extensive product portfolio and multi-location
production. |
| • |
Unique R&D and product development capabilities, creating
a strong platform for future growth in controlled-release fertilizers, fertigation, foliar soluble fertilizers, bio-stimulants, water
efficiency and innovative, next generation products. |
| • |
Added value production process technology – custom-made
formulations that meet our customers’ unique needs. |
| • |
A highly skilled global agronomic sales team that provides professional
advice and consultation which fosters distributors' loyalty. |
| • |
Full product portfolio (one-stop shop). |
| • |
ICL’s well-known and leading brands. |
| • |
Direct working relationships with farmers (B2C) especially in
Brazil, Israel and India, providing service at the field level and acceleration of the innovation cycle. |
Raw
Materials and Suppliers
The
primary raw materials acquired from external sources are mainly KNO3, SOP, ammonia, NPK granules, Urea, KOH, coating materials, micronutrients
and biostimulants ingredients.
In
addition, our specialty fertilizers business benefits from its backward integration to raw materials produced by the Company, such as
KCl, MGA, GTSP, MKP and polysulphate.
The
segment endeavors to hold inventories of raw materials in quantities that take into consideration projected levels of production, consumption
levels, supply timelines, distance from suppliers and other logistical considerations.
Sales,
Marketing and Distribution
The
primary markets of the Specialty Fertilizers business line are Europe (particularly Spain and the UK), Brazil, China, the US, India, Israel
and Australia. The Specialty Fertilizers business line sells its fertilizer products primarily via a network of its own sales offices
as well as through distributors around the world.
In
general, our business model is based on brand-name, premium specialty products which are marketed by a strong agronomist sales network
at the end user level, while sales are invoiced through distributor-partners that distribute the products. The technical sales force emphasizes
the agronomic advantages of the specialty products to end users (farmers, growers of containerized plants, golf courses, etc.) and provides
advice and training of distributor sales representatives. Our Growing Solution segment also has specialized field forces for the Agriculture,
Ornamental Horticulture and Turf & Landscape markets supported by specialized marketing teams.
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The
majority of specialty fertilizers sales are not facilitated through contracts or long-term orders, but rather through ongoing orders placed
close to the supply date. Consequently, there is usually no significant backlog of orders in this sector.
Prices
are determined via negotiations between the Company and its customers, primary influenced by the interplay between market demand and production
costs, as well as by the customer’s identity and the terms of the agreement.
In
2022, ICL signed a long-term agreement with India Potash Limited (IPL) to supply Polysulphate in India through 2026, with an option for
renewal of the agreement. The five-year term encompasses a total volume of one million tonnes, gradually increasing each year. Shipments
set at a minimum of 25,000 tonnes each will be equally distributed across the calendar year, with prices and payment terms to be fixed
between IPL and ICL from time to time. The availability of Polysulphate is expected to help boost the Government of India’s organic
agriculture program.
In
August 2024, ICL signed a $170 million, five-year agreement with AMP Holdings Group Co. Ltd., a leading agricultural distribution company
in China, to distribute specialty water-soluble fertilizers for drip irrigation in China. This partnership, which includes purchase commitments
and exclusivity clauses, will continue until 2028. The agreement underscores ICL’s strategic push into the Chinese market, where
rising demand for specialty fertilizers is driven by shifts in agricultural practices and the growing adoption of fertigation solutions.
The
Growing Solutions segment grants credit terms to its customers according to customary practices in their respective locations. The segment's
credit sales are generally covered by trade credit risk insurance or letters of credit from banks with high credit ratings.
For
further information about trends affecting the segment, see Item 5 – "Financial Results and Business Overview– D. Trend Information".
Seasonality
The
utilization and applications of specialty fertilizers are aligned with the main growing seasons of specialty crops worldwide. Seasonality
in the specialty fertilizers business is primarily influenced by geographical location and crop type. While the majority of our specialty
fertilizer business serves markets in the northern hemisphere, with demand concentrated in the first half of the year, our acquisitions
of specialty fertilizers assets in Brazil, have shifted this balance. In Brazil, demand is mostly concentrated in the second half of the
year, thus mitigating the seasonality previously observed in the segment's business.
For
instance, certain specialty products, such as soluble fertilizers in the Ornamental Horticulture market, demonstrate consistent sales
and application throughout the year, showing limited seasonality. Conversely, controlled-release fertilizers are typically marketed during
the potting season of container nursery stock and pot plants, which occurs before springtime.
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Other
Activities
Our
business activities include, among other things, ICL’s innovative arm, that develops new products and services, as well as digital
platforms and technological solutions for farmers and agronomists. This category includes Growers and Agmatix, innovative start-ups that
are developing agricultural data processing and analysis capabilities for the future of agriculture. In alignment with the Company’s
efficiency plan, which includes a change of reporting responsibilities as of January 2024, the results of a non-phosphate related business
were allocated from the Phosphate Solutions segment to Other Activities. Comparative figures have been restated to reflect the organizational
change in the reportable segments. These activities are not presented as reportable segments as they do not meet required quantitative
thresholds.
For
further information please see "Item 5 – Financial Results and Business Overview– C. Research and Development, Intellectual
Property and Licenses, etc.".
Social
Investment
We
advance social engagement and investment programs and activities, in accordance with policies formulated and approved by our Board of
Directors.
We
focus our efforts in three main areas: (1) promoting STEM education (science, technology, engineering and mathematics) and encouraging
innovation and excellence in the education system; (2) empowering the communities in which we operate, and responding to their individual
needs, while encouraging social innovation and entrepreneurship; and (3) promoting food security through a variety of means, products
and activities, including supporting local farmers, encouraging sustainable urban agriculture, and supporting local food banks. In addition,
ICL works to assist in disaster relief and crisis situations among our local communities.
Each
of our social investment activities is reviewed by the relevant authorized parties within our organization, according to the type and
amount of the donation.
Core
Projects
We
promote the formation, establishment, and development of social flagship projects in the various countries in which we operate.
"Thinking
Doing" is our social flagship program in Israel, operating in nine local municipalities: Dimona, Yeruham, Beer Sheva, Arad, Ramat
Negev Regional Council, Kaseifa, Mitzpe Ramon, Megilot and the Tamar Regional Council. The program empowers community activities by developing
local entrepreneurship and leadership among the residents, local social organizations and local municipalities' employees. In addition,
the program encourages social entrepreneurship and cooperation to create sustainable communities in the Negev through the establishment
and development of anchor institutions.
ICL
participates in the "Password for Every Student" program in Israel, a project that provides a comprehensive,
consistent solution for the education system, beginning with the teacher and the student, and extending to the classroom, while creating
e-communities. ICL's support enables digital accessibility for 15,000 students in Israel, mostly from the Negev region.
"Lab
0_6" is ICL's social flagship project in Spain. Working in collaboration with Manresa University, the project makes scientific
education accessible from an early age to residents of the Bages county near Barcelona, while sharing and developing pedagogical programs,
training teachers, and mobilizing the community to participate in various activities.
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Escritor
para o Futuro (Writers for the Future) and Sementes do Amanhã (Seeds of Tomorrow) are
ICL’s flagship projects in Brazil. Escritor para o Futuro aims to educate children and promote
a deeper understanding of sustainability and the UN Sustainable Development Goals (SDG). The highlight of the program is the publication
of e-books about sustainability, written by the children themselves. In 2024, 2,100 students and 90 teachers participated in this project,
resulting in the publication of 2,400 e-books on sustainability. Sementes do Amanhã focuses
on promoting sustainability, enhancing food security, and empowering children through the establishment of community gardens and the cultivation
of vegetables in local schools in the São Paulo region. In 2024, 9 schools and 1,300 students participated in this project.
Development
of local flagship projects - In 2024, ICL emphasized the development and expansion of local flagship projects in the countries
where most of our employees live. Additional flagship projects were promoted in the US, the Netherlands and Germany, and the Company will
work to establish and expand these projects in the coming years.
Disaster
Relief – During 2024, several environmental disasters occurred in countries where we operate. Amongst the most severe were
floods in Rio Grande do Sul, Brazil and in Valencia, Spain,
resulting in significant loss of life and massive damage to local towns and civilian infrastructure. ICL mobilized its employees, who
volunteered alongside emergency forces, joining in evacuation and restoration efforts. These volunteers were equipped with essential supplies
and equipment donated by ICL and its employees.
Security
situation in Israel – On October 7, 2023, the Israeli government declared a state of war following an attack on civilians
at its southern border, which escalated to other areas. The Gaza Envelopment residents and Northern frontier residents were evacuated
from their homes, and a massive military reserve mobilization was effectuated. As the war continued and escalated during 2024, ICL continued
its efforts to provide aid to evacuees and other populations in needs, through a variety of means including financial donations, donation
of equipment, and employee volunteering. We also continued to support the Israeli medical and mental health systems and to aid the various
needs of our employees and their families.
The
Moshe Novomieski Potash Company Heritage Site Visitor Center at the Dead Sea, Israel
The
Moshe Novomieski Potash Company Heritage and Visitor Center opened to the public in 2021. The Center is located at the old workers’
compound in Sodom and highlights three main topics: the unique geological conditions that led to the formation of the Dead Sea; the history
of the founding of the Eretz-Israeli Potash Company in pre-state Israel; and ICL’s current activities. The Center was established
and is operated in collaboration with the Council for Preservation of Heritage Sites in Israel, the Jerusalem and Heritage Ministry, Israel’s
Ministry of Education, and others.
ICL's
total monetary donations in 2024 amounted to approximately $8 million. In line with the Company's
policy, no donations were made to political parties. In addition, during 2024, ICL contributed, at the Company's expense, about 56,087
hours of volunteer work of its employees. This does not include 8,186 hours of volunteer work after working hours, which was encouraged,
organized, and logistically facilitated by ICL.
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Environmental,
Health and Safety
Introduction
Our
company is committed to creating impactful solutions for humanity’s sustainability challenges, by leveraging our unique resources
and technological ingenuity. Many of our products and services enhance global food security, industrial efficiency and safety. The UN’s
Sustainable Development Goals (SDGs) are ingrained in our guiding principles and aligned with relevant megatrends.
We
align our strategic planning to capitalize on material business opportunities pertaining to sustainability, as well as to assess and prepare
for sustainability-related risks. Food security is a major global concern, with climate-change increasing the stress on agriculture and
food supply chains requiring adaptation of the sector. A significant portion of ICL’s products and services enhance global food
security. Our products include key minerals, next generation fertilizers, specialty phosphate food solutions, digital farming/AgroTech
solutions for precision agriculture, plant-based proteins and other products required for global food security. Additional opportunities
that we are pursuing include Battery Materials (BM) and related solutions for energy storage and EVs, necessary for the transition to
renewable energy and e-mobility.
We
are committed to developing and implementing a comprehensive Environmental, Social and Governance (ESG) strategy by integrating responsible
and sustainable considerations into our business activities, including in the manufacture and sale of our products. Our goals and targets
call for an increase in energy efficiency and in the use of renewable energy, and reduction of our carbon footprint, air emissions, water
consumption and wastewater output. In addition, we aim to promote Circular Economy, manage our raw material use, increase material re-use
and recycle hazardous and non-hazardous wastes. We will also continue to integrate ecological considerations as part of our mining reclamation
activities. Furthermore, we intend to continue to implement life-cycle analysis processes and monitor the carbon footprint of our products.
ICL promotes personal environmental responsibility among our employees, and supports the communities in which we operate, including through
employee volunteerism. ICL also aims to achieve and maintain leadership in ESG rankings and indices, while enhancing transparency and
fostering an open dialogue with our stakeholders.
Our
company acts proactively to prevent environmental incidents through comprehensive risk management, knowledge sharing and effective maintenance,
as well as by developing, implementing, and maintaining appropriate management systems. We consider safety and health performance as core
values and aim to make every effort to achieve top tier safety results. We are bound by multiple environmental and safety requirements.
Those include, among others, requirements related to climate change, energy efficiency, air quality, liquid and solid waste discharge,
land reclamation, hazardous substances and products. Furthermore, we are required to obtain certain environmental permits and licenses,
such as air emission and waste discharge permits, all of which aim to protect the health and safety of people and the environment. To
conduct our operations, we must comply with the requirements and conditions of these permits and licenses, and to remedy any discrepancies
should we deviate from them.
Beyond
existing environmental, health, and safety requirements which have evolved over time and become more stringent, we may be subject to new
requirements. This may pose a challenge and present uncertainties regarding our ability to comply with them and may impact our capital
expenditures and operating costs. Complying with such requirements may require the adjustment our facilities, production processes and
operations. In addition, these potential new requirements may oblige us to obtain new permits and licenses for our continued operations.
As a result, we strive to monitor the development of any environmental, health, and safety requirements and to evaluate them with respect
to their potential impact on our operations.
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We
are assessing our value chain and working to increase the number of our suppliers who conduct sustainability assessments through the Together
for Sustainability (TfS) initiative. We are also committed to acting ethically and treating our stakeholders fairly. In addition, we seek
to be proactive in our efforts to create a diverse and inclusive workforce. (for further information, see “Item 6 – Directors,
Senior Management and Employees – D. Human Capital - Promoting Diversity, Inclusion & Belonging (DIB)”)
ICL’s
President and CEO, Mr. Raviv Zoller, serves as the Vice Chairman of the International Fertilizer Association (IFA) and Chairman of its
Finance Committee. With our support, we believe that additional members of the IFA organization will join the TfS initiative.
We
continue our journey to enhance our understanding and preparedness regarding climate related risks and opportunities. This is the fourth
year in which we voluntarily disclosed information regarding climate-change risks and opportunities according to the core principles of
the Climate-related Financial Disclosures (TCFD) framework, and we intend to continue to advance our relevant knowledge in future years.
For further information, see “Item 4 – Information on The Company – B. Business Overview – ICL Climate Related
Risk and Opportunity Disclosures" below.
We
strive to establish a culture of sustainability within ICL. To accelerate learning and advancement, we participate in multiple sustainability
rankings. We leverage the feedback we receive to gain insights and create improvements and best practices. Among these are ESG rating
frameworks such as Maala and Entropy, from whom ICL has received very high scores, as well as CDP Climate Change (ranked -A) and CDP Water
(ranked B), and EcoVadis, in which ICL scored 77 points, placing the company in the top 2%, MSCI (BBB) and Sustainalytics (improved rank
of 23). We are also committed to the United Nations Global Compact initiative.
ICL
has been recognized as an Industry Stewardship Champion by the International Fertilizer Association (IFA) for the past several years,
including 2024, reaffirming its commitment to excellence in safety, health, and environmental standards. Agmatix, an ICL company, has
been named to Fortune’s 10th Annual Change the World list which recognizes companies that have had a positive social impact through
activities that are part of their core business strategy. In addition, ICL’s US facilities were recognized by the American Chemistry
Council (ACC) for EHS Performance, and several facilities were awarded Certificates of Excellence and Certificate of Achievement. Our
products have also been recognized for their unique contribution. Such an example is PuraLoop®, the innovative phosphorus fertilizer
produced by ICL through the reaction of 100% SSA (sewage sludge ash) which has been awarded the prestigious Responsible Care Award 2024
by Cefic (European Chemical Industry Council) under the category: Time for Change - Circularity and Climate neutrality.
We
continuously invest in capital projects towards environmental protection, health and safety and in their proactive management. In 2024,
we invested approximately $160 million on environmental related projects, $75 million of which was allocated to investments in property,
plants and equipment. Over the next few years, we intend to invest additional significant capital to further reduce our air emissions,
treat hazardous materials and reduce our overall negative environmental impact. This will include investments that are required to comply
with the Israeli Clean Air Law, European environmental regulations, and other regional environmental regulations. We estimate that in
2025 we will allocate approximately $206 million for environment-related purposes. For further information, see “Item 3 - Key Information—
D. Risk Factors".
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For
further details regarding our ESG practices and performance, see “ICL Corporate Responsibility Report 2023” in our current
Report on Form 6-K (File no. 001-13742) filed with the SEC on June 10, 2024. Our Corporate Responsibility web-report is made publicly
available on our website at www.icl-group.com. Neither the 6-K report nor our website have been incorporated into this Annual Report,
and the reference to our website is intended to be an inactive textual reference. The information found on, or accessible through our
website is not intended to be a part of this Annual Report.
Sustainability
Sustainable
Solutions
ICL
focuses on developing sustainable solutions that increase ICL’s positive global impact through its existing and new products. The
sustainable solutions that we offer are interlinked with the trends in key markets and the challenges that humanity faces.
In
an era defined by a growing global population and escalating environmental challenges, the imperative of ensuring food security (SDG 2
- Zero Hunger) has taken center stage. In addition, we are focused on developing Battery Materials and solutions for energy storage which
are necessary to advance the use of renewable energy in the global economy (Affordable and Clean Energy – SDG 7). Due to the growing
impact of climate change, we are also increasing our efforts to reduce our GHG emissions (Climate Action - SDG 13). Our Research Development
and Innovation department (RD&I) has adopted the UN Sustainable Development Goals (SDGs) as guiding principles in its RD&I activities.
As
part of our commitment to sustainable development, we combine environmental, health and safety criteria with commercial and operational
considerations when developing new products. Potential products are tested using an internal Sustainability Index for product development.
We have also developed a data-driven Impact Assessment Tool for all our RD&I projects to support our efforts to tackle climate change,
enhance food security, develop sustainable agriculture, and improve human health, safety and wellbeing in general. This strategic component
is part of our product development process to create a positive impact. In addition, we are also implementing Circular Economy concepts
as part of our efforts to reduce our environmental impact. These include award winning products such as PuraLoop®, our innovative
phosphorus fertilizer manufactured from reacting 100% SSA (sewage sludge ash), and new products, such as Recytex, an innovative startup
that has developed a patented, eco-efficient recycling solution for breaking down blended textile waste.
As
an essential player in the global food supply chain, our goal is to contribute to the effort of achieving Zero Hunger (SDG 2). Based on
research conducted by an external firm, it was assessed that ICL's products contribute to the enhancement of food security for about 5%
of the world’s population, or approximately 400 million people daily. Our fertilizer production alone has led to a remarkable increase
in agricultural output, yielding approximately 70 million tonnes, equivalent to about 190 billion meals annually and meeting the caloric
needs of around 182 million people every day. Simultaneously, our phosphates products have improved the quality and longevity of 43 million
tonnes of food, equivalent to about 200 billion meals annually, meeting the caloric needs of 210 million people every day.
The
fertilizer industry helps to overcome agricultural challenges by facilitating increased crop yields on existing agricultural land and
preventing excess conversion of natural habitats into agricultural land. This is especially true in an era where global food systems evolve
to meet new challenges and global food demand is projected to increase by 60% by 2050. To enhance global food security, we offer a broad
variety of solutions to farmers, including commodity fertilizers, controlled release fertilizers (CRF), bio-stimulants, organic fertilizers,
digital farming/agricultural technology (Agro-Tech) solutions, plant-based proteins and more.
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Our
products enable growers to enhance their yields and improve their crop quality, while increasing their nutrient use efficiency and reducing
their water consumption, thereby supporting both adaptation and mitigation of climate change. By offering more sustainable alternatives,
we contribute to the reduction of carbon intensity across the food supply value chain (Climate Action -SDG 13). Our Growing Solutions
segment offers CRFs and is developing biological bio-stimulants that stimulate plant growth and support plants in stress conditions. For
example, Bioz, ICL's biostimulants line, is crafted to maximize crop potential and foster sustainable agriculture. Mitigating challenges
from heat, drought, excess solar radiation (Bioz Keep Green) or diseases. Bioz stimulates soil activity, improves nutrient availability,
and reduces stress for enhanced nutrient uptake. Our Growing Solutions segment also helps farmers protect the environment by minimizing
their crops' loss of nutrients through leaching and volatilization. In addition, ICL’s solutions enable farmers to make data-driven
decisions through precision agriculture. ICL also offers organic fertilizers such as Polysulphate®, a cutting-edge natural fertilizer,
which contains sulfur, potassium, magnesium, and calcium for comprehensive crop nutrition, and Nova QuicK-Mg, an organic blend of potassium
and magnesium, which is ideal for magnesium-deficient tropical soils.
To
support our growing efforts to enhance our portfolio, in early 2024, we completed our acquisition of Nitro 1000, a Brazilian manufacturer,
developer and provider of biological crop inputs that replace or optimize the use of fertilizers. In addition, in July 2024, we completed
the acquisition of Custom Ag Formulators (hereinafter - CAF), a North American provider of agriculture formulations and products customized
for growers. CAF offers a diverse assortment of liquid adjuvants and enhanced nutrients, as well as various other specialty products.
For further information, see Note 8 to our Audited Financial Statements.
As
part of our commitment to sustainable agriculture (Clean water and sanitation – SDG 6), we produce efficient water conservation
products that help to retain water in the root-zone of crops and turf through novel technology. Our key brands, H2Flo and H2Pro, significantly
reduce traditional irrigation requirements. We also produce a specialized solution, Nova Complex Optima, a nitrification inhibitor (DMPP)
that prevents groundwater contamination and mitigates the risk of nitrate leaching. This innovative product, tailored to crop nutritional
needs, contributes to sustainable agriculture by slowing ammonium-to-nitrate conversion, preventing nitrogen runoff and enhancing soil
fertility. Additionally, Nova Complex Optima reduces nitrous oxide production. Eqo.x, our ground-breaking biodegradable coated Controlled
Release Fertilizer (CRF) for open-field agriculture, optimizes crop performance with a specialized coating. Achieving up to an 80% increase
in Nutrient Use Efficiency (NUE), eqo.x advances precision agriculture, providing higher or comparable yields with reduced fertilizer
rates. It's the first fertilizer to offer a rapidly biodegrading coating for urea, aligning with upcoming European standards and supporting
sustainable farming practices. ICL is also offering eqo.s®, a patented coating technology that is designed for turfgrass. An additional
product designed to support sustainable practices in farming is pHix-up, a solution that rapidly neutralizes post-feeding rumen acidity
and helps to balance pH levels in cattle, which is crucial for their health. This solution, beyond basic pH control, also boosts milk
production and enhances milk composition.
ICL
is committed to innovation in agriculture and food production and is working with startups and other partners to develop new solutions
that can help produce more food using fewer resources, while reducing the environmental impact of food production. ICL’s innovation
incubator is engaged in identifying startups in the FoodTech and AgroTech industries that can bring real change to the world. Through
its global presence and existing assets, ICL can help startups achieve their goals and boost their sustainability efforts.
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Agmatix,
an essential player within ICL's AgroTech digital solutions, is an agroinformatics company committed to revolutionizing agriculture through
data-driven innovation and was named in Fortune’s 10th Annual Change the World list which recognizes companies that have had a positive
social impact through activities that are part of their core business strategy. The platform is designed to standardize agronomic data
and provides actionable insights that empower agricultural professionals to optimize their field trial research and crop nutrition. Agmatix
was recognized for its AI-driven platform, which helps agrifood companies’ agronomists and suppliers implement environmentally friendly
crop strategies. Agmatix users oversee some 15 million acres of land worldwide, and the company’s new RegenIQ platform allows those
users to receive real-time data and feedback.
GROWERS
is another innovator within ICL's digital solutions in the field of process and data-driven farming. GROWERS is reshaping agriculture
by democratizing advanced technology for every farmer, advisor and buyer. Through their pioneering platform, GROWERS establishes a seamless
connection between farmers and agricultural retailers, granting autonomy and options while maintaining links with trusted retailers.
Through
our Digital Ag solutions, we offer farmers a Plant Nutrition Carbon Footprint Optimization tool that allows them to compare nutrition
plans and consider the trade-offs between yields and environmental impact. The system calculates carbon footprint & GHG emissions
based on various parameters such as field characteristics (soil type, organic matter, pH), environmental conditions, agronomic practices,
crop type, fertilizer type, applications timing, and residue management.
ICL
is committed to continuing its pursuit of innovation, aiming to introduce new solutions to the market that satisfy the evolving needs
of the industry and through these efforts, to position the Company as a leader in the future of agriculture.
In
addition, we market various products, serving the food industry's needs. Our JOHA® emulsifying salts, enables extended shelf life
for food products, reducing food waste. We also market alternative protein solutions (plant-based substitutes). Through a collaboration
with Protera Biosciences, an AI-driven FoodTech start-up, our Food Specialties unit develops novel proteins, offering sustainable, highly
functional protein-based ingredients for food manufacturers. As part of our approach to advance sustainable and innovative solutions in
the food industry, in 2023, ICL Food Specialties, in collaboration with Plantible Foods, launched a Rovitaris Binding Solution powered
by Rubi Protein. In 2024, this innovative ingredient was honored with the Ingredient Idol award at the SupplySide West (SSW) conference
and recognized as the most innovative food ingredient of the year. Another solution in our portfolio is FruitMagTM,
a sustainable, mineral-based and fungicide-free solution for post-harvest citrus fruit treatment. By using a food-grade magnesia product,
ICL eliminates the need to use toxic materials and reduces product losses while increasing shelf life.
We
produce numerous products that are used in the pharmaceutical, nutraceutical and food markets, and invest heavily in R&D to develop
and manufacture safe, high-purity, high-quality ingredients. Among our many products are active pharmaceutical ingredients used by pharmaceutical
manufacturers to treat osteoporosis, ingredients that help to amend and maintain electrolyte balance in the human body, and a line of
100% naturally based personal care products based on magnesium from Dead Sea salts. These include CareMag® D, a deodorant ingredient,
CareMag® B, a baby skin care ingredient, and CareMag® M, a natural-based wash-off mask. These products are approved by COSMOS,
the Cosmetic Organic and Natural Standard which establishes certification requirements for cosmetic products in Europe and is the standard
recognized globally by the cosmetics industry.
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Battery
Material (BM) and related solutions that support energy storage are potentially significant sources of growth for our phosphate-based
and bromine-based specialty products. As they are necessary to advance the use of renewable energy in the global economy (Climate Action
- SDG 13; Affordable and Clean Energy – SDG 7). We continue to expand our energy storage activities and are currently planning the
construction of the first large-scale commercial lithium iron phosphate (LFP) facility in the US. The facility is planned to be operational
in the coming years and will help to meet growing demand from the energy storage, electric vehicle (EV) and clean-energy industries for
US-produced-and-sourced essential battery materials. In addition, in 2024 ICL signed a memorandum of understanding (MOU) with Orbia Advance
Corp., S.A.B. de C.V. (BMV: ORBIA) Fluor & Energy Materials (OF&EM), companies that are expanding their presence in the North
American Battery Materials supply chain. This partnership will allow ICL and Orbia to work together to advance electrification for both
transportation and stationary applications and to bring the production of this critical component to North America. In January 2025, ICL
signed a strategic agreement with Shenzhen Dynanonic Co., Ltd. to establish LFP production in Europe. The new facility is planned to be
located at ICL's Sallent site in Spain and will substantially expand ICL’s Battery Materials business. The project demonstrates
our commitment to developing high-quality solutions for a sustainable supply chain and represents a significant step forward for ICL's
Battery Materials portfolio's entry into the European market.
Our
efforts to improve our impact on the environment are facilitated by innovation and commercial excellence activities (Industry, Innovation
and Infrastructure – SDG 9). We are increasingly more operationally efficient, integrating renewable energy into our fuel mix and
implementing Circular Economy activities, both within our organization and in collaboration with our partners.
Circular Economy
‘Circular
Economy’ and an ‘Integrated Production Value Chain‘ are guiding principles that drive our activities.
We
are actively engaged in the development of sustainable solutions and processes, aligning our operations, products and business models
with principles that contribute to Circular Economy and address resource scarcity. To this end, we design our products to support efficiency,
recyclability and durability, and innovate new products from what was previously regarded by us or the market as by-products or waste,
as well as working to optimize our production processes.
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Examples
of these new processes and solutions:
| • |
In 2024, we launched Recytex, an innovative startup that has developed
a patented, eco-efficient recycling solution to break down blended textile waste, such as polycotton, at scale. Using a mineral-water-based
process, we transform mixed scraps, post-consumer clothing and industrial fabrics into high-purity, reusable fiber components which can
be seamlessly integrated into manufacturing lines to create sustainable yarns and fabrics. By revitalizing textile waste and providing
premium, spin-ready components, Recytex will enable brands to meet sustainability goals and comply with the latest industry regulations,
supporting the transition to a Circular Economy for textiles. |
| • |
We continuously explore new technologies to use secondary source
phosphate as an alternative to virgin raw materials. We are developing future resources for our fertilizer products, including a technology
roadmap for recycling and recovery of phosphorus and nitrogen from secondary sources. |
| • |
PuraLoop® is an innovative phosphorus fertilizer produced
by us through the reaction of 100% SSA (sewage sludge ash). This pioneering fertilizer addresses the critical issue of resource conservation
in agriculture and promotes sustainable farming. It has been recognized by Cefic (European Chemical Industry Council) - Responsible Care
Award 2024 for its exceptional contribution to advancing the Antwerp Declaration. It was also declared a winner in the Time for Change
- Circularity and Climate Neutrality category. |
| • |
Pearl® is a sustainably recycled phosphorus that we produce
that helps to close the phosphorus cycle. It is recovered from high concentrations of phosphorus in diverse water streams, preventing
losses into aquatic environments while preserving finite rock phosphate resources. It is integrated into our premium controlled-release
fertilizer, Sierrablen Plus®. |
| • |
MagiK® is a powerful organic multi-nutrient for crops, used
as an additive in fertilization products. It was developed from a by-product stream of our magnesium production process. |
| • |
Fibagro Advance is a peat-alternative growing media that uses
waste from the timber industry and a thermo-mechanical process to create a unique matrix that improves moisture and nutrient retention.
The product has a lower carbon footprint compared to peat and other peat alternatives. |
Examples
of optimization of ICL’s production processes include:
| • |
Our Ambition Creates Excellence (ACE) program includes the development
of a standardized approach for Circular Economy that is designed to systematically review ICL’s waste streams, by-products and other
outputs from our operations and identify opportunities to develop new and useful products, as well as to optimize our operations.
|
| • |
As part of our Circular Economy efforts in China, we are developing
various uses for Phosphogypsum, the only by-product from our Chinese site that has not yet been fully utilized. In addition to existing
solutions, the Company, in collaboration with local authorities, has developed a solution to rehabilitate an old mine. In 2024, we succeeded
to utilize 7.8 million cubic meters of phosphogypsum. |
| • |
At ICL Dead Sea, salt is used as internal infrastructure in the
rehabilitation of operational roads, construction of wall barriers, as well as in other infrastructure projects. |
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Non-financial
KPI’s & Sustainability Linked Finance
In
April 2023, ICL further expanded its strategic focus on sustainability by entering into a $1,550 million Sustainability-Linked Revolving
Credit Facility Agreement (Sustainability-Linked RCF) with a consortium of twelve international banks.
The
Sustainability-Linked RCF follows ICL’s initial Sustainability-Linked Loan (SLL) dated September 2021. Both the Sustainability-Linked
RCF and the SLL include three Key Performance Indicators (“ESG KPIs”) which have been designed to align with ICL’s sustainability
goals. The ESG KPIs include a reduction in Absolute Scope 1 & 2 GHG Emissions, an increase in the percentage of women in ICL’s
senior management and an increase in the number of valid TfS (Together for Sustainability initiative) scorecards obtained by ICL suppliers.
Each of the KPIs will be assessed regularly during the term of the Sustainability-Linked RCF and SLL, through third-party verification
of performance. As of the reporting date, the relevant annual targets have been achieved. For further information regarding increase in
the percentage of women in senior ICL management, see “Item 6 – Directors, Senior Management and Employees – D. Human
Capital".
For
further information regarding the Sustainability-Linked RCF and SLL, see Note 13 to our Audited Financial Statements.
Health
and Safety
As
a leading global specialty minerals company, we are subject to specific environmental, health and safety requirements under international,
national and local laws, regulations and permits within each jurisdiction in which we operate. To sell our products and to operate our
processes, including mineral extraction, production, distribution, marketing and use of products, we are required to comply with relevant
environmental, health and safety requirements.
ICL
manufactures products that are part of everyday life. Some of our products, if not managed properly, are potentially harmful to the environment
and to the health and safety of those who are exposed to them during their production, transportation, storage or use. This also applies
to effluents, air emissions and other waste streams that are generated during the production of some of our products. These substances
can result in contamination that necessitates remediation, clean up or other responsive actions. Our existing products undergo evaluation
during the various stages of their production process and supply chain, and we also assess the risks of our new products prior to their
launch. We also invest resources to develop sufficient information and data for our products. This enables us to characterize their safety
features with reference to human health hazards and environmental threats. We strive to increase their positive impact and to reduce any
negative impact.
Industrial
production in general, and the chemical and mining industry in particular, require the implementation of special precautionary measures
to maintain a safe and healthy work environment. Safety is one of our fundamental values, and we continuously work towards accident prevention
by fostering a zero-accident culture. Our OEMS-EHS (Operational Excellence Management System) provides the framework that drives operational
excellence for industry-leading safety and reliability performance across our organization. As part of this approach, we conduct periodic
risk assessments, PSM (Process Safety Management) methods and external and internal audits across all our operations, including our contractors’
operations. Emergency drills, personnel training and knowledge sharing processes are part of the annual plans of our sites. Our proactive
program engages our employees and managers to identify risks and work to utilize various measures and technologies. Our efforts have been
recognized with high-ranking grades. For example, ICL’s US facilities were recognized by the American Chemistry Council for Safety
Performance in 2024. Certificates of Excellence were awarded to four facilities and a Certificate of Achievement was awarded to another
facility, a grade of 108 (including a bonus) in the Israeli "Maala" Index.
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To
minimize potential occupational hazards that may occur during our operations, and to help ensure a safe and healthy work environment,
we seek to comply with strict occupational safety and health standards prescribed by local, national and international laws and standards.
The health of our employees and contractors is checked regularly. Mandatory and locally agreed safety equipment is provided to our employees
and requested from our contractors. We regularly monitor our work environment and perform industrial hygiene monitoring as required by
regulations and Company procedures. We set safety targets for improvement annually, and safety KPIs are reported and tracked from all
ICL production sites. One of the KPIs for all executive management is IR (Incident Rates), which is an indication of how many incidents
of lost working days (a measure of severity) occurred. In 2024, the IR was 0.59.
*
Incident Rate - Lost working days cases, multiplied by 200,000, divided by employees’ work hours (not including our offices employees).
Any injury event with one or more lost workdays is included in the IR calculation method.
Following
any severe incident, inspection committees are formed to engage in-depth learning processes, and to enable necessary corrective and preventive
actions to avoid future occurrences. This proactive approach reflects our ongoing commitment to safety and continuous improvement. For
further information, see “Item 3 – Key Information – D. Risk Factors – Accidents occurring during our industrial
and mining operations, and failure to ensure the safety of workers and processes could adversely affect our business.”
We
invest extensive resources in training and mentoring, as well as other safety measures, to improve occupational safety and health as well
as to prevent accidents and occupational illnesses. As part of our proactive approach to EHS, we implemented an operations management
system that provides the framework and structure to drive our operational excellence, safety and reliability across our organization (OEMS-EHS).
We have also adopted Human and Organizational Performance (HOP) principles which focus on early detection and prevention. The principles
aim to develop organizational transparency, as well as to educate and create safety defense mechanisms for employees, processes and the
environment. Moreover, the HOP approach creates dialogue and knowledge sharing within our organization between managers and employees.
HOP workshops are conducted at all our global sites for both managers and employees. Our proactive activities to prevent EHS incidents
are measured by leading (proactive) KPIs.
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We
are a “learning organization” that strives to retain a mindset of learning from both our successes and our failures. Analysis
of events and “near misses”, as well as reporting of EHS hazards, is encouraged and conducted at all our sites. Management
meetings often include a case analysis of a recent EHS incident, including conclusions and corrective actions taken. We also initiate
cross-organizational learning processes on a regular basis to encourage peer learning, including an international learning forum led by
our Global EHS VP.
In
recent years, we have implemented advanced technologies to assist us in managing EHS events and proactive safety processes globally. We
have deployed specialty software at all our sites. The software's modules include lesson learning, shared learning, intake of innovative
ideas arising from the field and additional controls and defenses. A change management module is also part of the assimilated technology.
In addition, we created a mobile EHS application that is used globally for EHS management, hazard recognition, emergency-event management
and various proactive online activities. In 2024, we began to implement a new PTW (permit to work) module for better control of high-risk
tasks. Both employees and managers routinely use these technologies. We have also implemented an application intended to map, track and
manage environmental incidents. This is designed to enable us to respond quickly to emergency events, as well as to conduct crisis management.
Emergency
drills, including surprise drills, are a part of our annual work plans and are regularly performed to test and improve readiness for events
including earthquakes, leakage of hazardous materials, fires, etc. We continue to enhance our procedures and measures with the goal of
becoming leaders in crisis management, management of workplace hazards and EHS practices.
To
prepare for natural disaster and emergency scenarios, we created emergency teams qualified to perform a broad range of first responder
roles, including rescue from ruins and disaster areas following earthquakes. Dozens of volunteers participate in such activities in addition
to their routine duties. Teams are provided with advanced equipment and practice highly complex rescue and evacuation scenarios.
Our
defined Business Continuity Plan (BCP) enables business continuity and quick recovery from various crisis scenarios, minimizing business
disruption and EHS impact.
In
addition, we are introducing AI technology to support various processes and improve our defenses, including the use of robots and drones.
Examples of our use of such technology include “smart” systems for forklifts and trucks, using drones to inspect confined
spaces (which eliminate the need for an employee to enter dangerous surroundings), smart sensors, and more.
PSM
methodology is used to develop and implement policies and standards guided by the CCPS framework, which includes the EU Seveso Directive,
OSHA PSM Regulation and UK HSE Control of Major Accidents. Israel’s Ministry of Environmental Protection has adopted the Seveso
risk assessment methodology, and Israel’s Ministry of Labor recently adopted the OSHA PSM Regulation and is expected to require
it at our relevant facilities. All processes include both employees and contractors.
Our
risk management process is a structured, continuous process, consisting of both periodic and ongoing activities. A comprehensive risk
mapping process was conducted throughout our organizational units, and we have streamlined formal Enterprise Risk Management (ERM) policies
and procedures focusing on process safety at all sites throughout our Company. For further information, see “Item 4 – Information
on The Company — B. Business Overview - ICL Climate Related Risk and Opportunity Disclosures".
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For
further details on regulatory, environmental, health and safety matters, see our “ICL Corporate Responsibility Report 2023”
on our website at www.icl-group.com. The reference to our website is intended to be an inactive textual reference, and the information
on, or accessible through, our website is not intended to be part of this Annual Report.
Climate
Change and Greenhouse Gas Emissions
The
impact of climate change is being increasingly recognized throughout our value chain and across the globe. Our clients, for example, are
exposed to extreme weather events that stress food production systems. Our own facilities are also assessing their exposure to various
climate-related impacts. Climate change is a growing concern not only for governments and non-governmental organizations, but also for
our stakeholders, including investors, customers, employees and the general public. In response, we are aligning our actions to keep pace
with this accelerating change.
We
are witnessing an increasing level of new and tightened global regulation of greenhouse gasses (“GHGs”) which may impact our
operations by requiring changes to our production processes or increasing raw-material use, energy consumption, and production and transportation
costs. These regulations will also require greater disclosure of our efforts and associated costs. For additional information regarding
our climate change–related risk management and GHG emissions, see “Item 3 - Key Information— D. Risk Factors”.
ICL
Climate Related Risk and Opportunity Disclosures
Introduction
As
a leading global specialty minerals company, we understand that our industry can be an important enabler in the transition to a low carbon
economy. We can contribute to this transition by developing innovative products and services as well as by offering solutions designed
to promote sustainable agricultural and other practices, minimize environmental impact and enhance safe economic progress in a more sustainable
manner. As our industry is a major consumer of fossil fuel-derived energy and an emitter of greenhouse gasses, it is imperative for us
to transition to net zero (Scope 1&2). We recognize that climate change has a wide-ranging impact on our operations, supply chains,
and markets. In addition, as a company committed to transparency and responsible reporting, we acknowledge the rapid increase in global
interest in the development of more comprehensive climate-related disclosure. In 2023, the International Sustainability Standards Board
(ISSB) published the first IFRS Sustainability disclosure standards (S1 and S2), while the first set of European Sustainability Reporting
Standards (ESRS) were published by the European Financial Reporting Advisory Group (EFRAG). In March 2024, the SEC issued a rule requiring
disclosure of climate-related risk; however, in April the SEC stayed the rule pending the resolution of lawsuits challenging its validity
and the current US presidential administration and SEC leadership has expressed opposition to the rule, putting its future in doubt. In
addition, the state of California has enacted laws requiring disclosure of climate-related risks, as well as GHG emissions, and we expect
additional jurisdictions to adopt regulatory disclosure requirements relating to climate risks and opportunities disclosures, GHG emissions
and other ESG metrics in the foreseeable future. While disclosure requirements and topics differ among the frameworks, climate-related
disclosures are included in each of the frameworks, demonstrating their importance. For further information, see “Item 3 - Key Information—
D. Risk Factors". In our previous annual report, we aligned our climate risk assessment and reporting with the recommendations of the
Task Force on Climate-related Financial Disclosures (TCFD), which has been the leading climate reporting framework since 2017. While the
TCFD framework has been integrated into the International Sustainability Standards Board (ISSB) standards (IFRS S1 and IFRS S2), we continue
to apply the core principles of TCFD in our voluntary climate disclosures. This ensures consistency and transparency in reporting climate-related
risks and opportunities. We closely monitor the evolution of ISSB and the adoption of additional global climate reporting standards, and
their implications for future reporting. 2024 marks the fourth year that we are reporting climate-related disclosures, guided by the core
principles of the TCFD framework.
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In
2022, we committed to a 30% reduction of our greenhouse gas (GHG) emissions (Scope 1&2) by 2030 (vs. 2018), and we aim to be net zero
by 2050. To date, we are on track to achieve this goal. ICL’s Board and senior management have adjusted the Company’s climate
strategy to align with the Paris Agreement’s goal of limiting global temperature rise well below 2 degrees Celsius above pre-industrial
levels, with efforts aimed at limiting the increase to 1.5 degrees Celsius, to help mitigate climate change impacts. As we continue our
journey towards a more sustainable future, our Board approved the submission of a declaration to the SBTi (Science-Based Targets initiative)
organization, wherein the Company will commit to establish a near-term, science-based target in accordance with the SBTi framework and
to submit our targets for validation to SBTi in March 2025. The SBTi initiative drives ambitious climate action in the private sector
by enabling organizations to set science-based emissions reduction targets in line with the Paris Agreement’s goals.
Building
on our established approach to climate-related reporting, we conducted a screening of material climate-related risks and opportunities
relevant to ICL, highlighted our existing good practices and identified next steps to strengthen our climate-related governance, strategy
and risk management procedures. The following section outlines our progress across four key areas of climate risk and opportunity management:
Governance, Strategy, Risk Management, and Metrics and Targets.
Governance
and Management of Climate Related Risks and Opportunities
Board-level
Oversight of Climate-related Issues
| • |
Climate risk management is an integral part of our overall approach
to ‘Doing the Right Thing, in the Right Way, Every Day’. ICL’s Board is responsible for setting ICL’s overall
strategic direction, including sustainability, climate and ESG related matters. The Board views climate change as a material component
of the Company's strategy. |
| • |
The Board has appointed a Climate, Sustainability and Community
Relations Committee (“CSC Committee”) to oversee climate-related issues, including but not limited to, climate-change risk
assessment and mitigation plans, installation of renewable energy facilities, site decarbonization plans, implementation of Circular Economy
activities, achievement of energy and water savings targets and implementation of various policies related to environmental impact. The
CSC Committee is chaired by Dr. Miriam Haran, a leading environmental expert with substantial experience in environmental and climate-related
matters. The CSC Committee comprises three additional directors on the Board who possess significant industrial and risk management experience,
including experience regarding environmental matters. |
| • |
The CSC Committee convenes quarterly, as scheduled, unless additional
meetings are necessitated for ad hoc purposes. The meetings include review of updates regarding the Company’s latest ESG related
events, as well as changes in underlying regulations, ESG risk assessments and ESG management systems, in addition to review and approval
of policies and procedures when relevant. The CSC Committee also holds annual discussions regarding, among other things, risk mitigation
measures, climate-related risk and opportunity disclosures, the Company’s ESG reporting, and ICL’s sustainability KPI targets.
Progress made on climate-related targets, and adherence to the Company’s GHG decarbonization targets, are also monitored in these
meetings (for more information, refer to the ‘Metrics and Targets’ section below). |
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| • |
In February 2023, the Board approved the submission of a declaration
to the SBTi organization, wherein the Company will commit to set a near-term, science-based target in accordance with the framework developed
by the SBTi. The Board’s approval followed discussion and approval by ICL’s Global Executive Committee (GEC) in January 2023,
and the CSC Committee in February 2023. Following CSC Committee and Board approval, in March 2023, SBTi officially confirmed ICL’s
commitment to develop near-term targets in accordance with the criteria and processes of the SBTi. We expect to submit our targets for
validation to SBTi in March 2025, in line with the timeline criteria set-out by SBTi. |
| • |
The Board’s Audit & Accounting Committee, as determined
in ICL’s Board Manual, is responsible for, among other responsibilities, overseeing ICL’s risk management, including monitoring
our activities to manage and mitigate identified risks, as well as to ensure our compliance with relevant regulations. Accordingly, ICL’s
Enterprise Risk Management (“ERM”), which includes climate related risks, is discussed at least on a bi -annual basis, and
any material changes are updated on a regular basis. |
| • |
ICL’s ERM approach and constituting documents, including
its ERM policy and procedures, follow the risk management methodology of the Committee of Sponsoring Organizations of the Treadway Committee
(COSO). The methodology is defined as “the culture, capabilities, and practices, integrated with strategy setting and its performance,
that organizations rely on to manage risk in creating, preserving, and realizing value”. |
ICL
has integrated climate related risk and opportunities into its formal ERM processes, including the ESG risk management structure and in
various categories under the ICL Risk Universe. Physical and transition risks have been integrated at all risk levels.
For
further information, including additional information regarding Dr. Haran’s biography and the frequency of CSC Committee and the
Audit & Accounting Committee meetings, see “Item 6 – Directors, Senior Management and Employees— A. Directors and
Officers & C. Board Practices—Our Board Committees”.
Management
and Leadership Oversight
| • |
ICL’s Global Executive Committee (“GEC”), comprised
of its senior executive management members, meets on a weekly basis and is responsible for overseeing the Company’s actions, policies
and initiatives designed to ensure that ICL’s material ESG and climate -related risks are being appropriately addressed and managed.
It also renders decisions on various issues including sustainability, climate and ESG matters. This includes the formation of annual budgets,
deliberations regarding major capital and operational expenditures for climate mitigation activities related to low carbon production
products and services, climate -related transactions (including acquisitions, mergers and divestitures) and the implementation of the
climate transition plan. |
| • |
To assist the GEC in better monitoring and overseeing ICL’s
sustainability, climate and ESG related matters, the GEC appointed a GEC Sustainability Committee, an advisory committee which convenes
on a quarterly basis. The GEC Sustainability Committee is chaired by ICL’s EVP, Chief Legal and Sustainability Officer, and is comprised
of the CFO, the EVP, Chief Risk Officer, ICL's Potash Division President, who is also in charge of ICL’s global EHS, the Chief Procurement
& CAPEX Officer, the Chief Innovation and Technology Officer and the ICL's Phosphate Specialty Solutions Division President. Three
separate management-level committees report to the GEC Sustainability Committee on climate related risks. These include: (i) a Physical
Risk Committee and (ii) a Transition Risk Committee. A third committee, an Operational Executive Committee (OEC), is responsible for management,
including measurement, of certain operational matters, including: waste, water management, air quality and pollution, biodiversity and
EHS. All three committees are supported by ICL’s global sustainability and risk management teams, which manage both physical and
transitional climate-related matters. The purpose of these committees is to identify potential climate related risks and opportunities,
assess their impact on ICL’s operational and logistic sites, manage their financial transition, and determine mitigation actions
to minimize ICL’s exposure to risk according to the respective ICL risk appetite. The chairs of the committees meet on a periodical
basis to synchronize their activities. |
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For
further information regarding ICL’s senior management, see “Item 6 – Directors, Senior Management and Employees –
A. Directors and Officers”.
Working Groups
Multiple
stakeholders within the Company are engaged as needed. We apply a ‘bottom-up’ approach to climate-related risk and opportunity
identification and verification to ensure that awareness of climate-related issues is implemented across all our segments, business units,
operations and geographic locations.
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Training
We
conduct dedicated training sessions on climate, the environment and various sustainability-related topics for our executive management
and employees across the Company on a regular basis to ensure that they are updated on the latest developments.
Board Oversight
Trainings
Training
on core TCFD principles and related climate risks and opportunities is provided to our Board on an ongoing basis with additional capability
building sessions conducted on several occasions throughout the year. Update sessions regarding climate-related disclosures and our progress
in that regard are conducted jointly for the CSC Committee and Audit & Accounting Committee on an annual basis, with participation
of all members of our Board.
Each
quarterly Board meeting opens with an ESG review and discussion of ESG and climate-related aspects, as well as monitoring related KPI’s.
Twice a year, the Board conducts off-site Board visits at ICL’s sites. These meetings include a tour of the site and discussion
of, among other topics, environmental, sustainability, climate, safety and other ESG risks and related issues.
Management
Oversight Training
Our
GEC’s continuous training program encompasses comprehensive discussions on a wide array of critical topics including climate action,
sustainability strategies, safety protocols, risk management and various other ESG (Environmental, Social, and Governance) considerations.
This includes training sessions on topics such as scope 1, 2, and 3 emissions, as well as in-depth education on initiatives like the Science-Based
Targets initiative (SBTi). Moreover, the training provides updates on pertinent regulatory changes and facilitates regular discussions
on risk assessments to ensure our leadership remains well-informed and proactive in addressing emerging challenges.
Working Groups
and Stakeholders Trainings
A
variety of ongoing workshops are held for various working groups, accompanied by internal and external experts. In addition, each year
ICL organizes a global ESG Week that focuses on environment, safety and health, community and volunteering, quality assurance, sustainability
and compliance topics. The purpose of the event is to promote engagement and knowledge sharing within the Company, and to increase awareness
of our sustainability goals and guiding principles as well as to implement a culture of sustainability. Since 2023, we have officially
embraced the UN Sustainable Development Goals (SDG’s) as our Company’s guiding principles within our revised code of conduct
and as a reflection of our overall approach to sustainability and ‘Doing the Right Thing, in the Right Way, Every Day’. We
continue to be committed to implement SDGs in all areas of our operations and activities. Engagement activities include both on site and
online workshop trainings, external lectures, and various educational materials.
Executive
Compensation
For
the past several years, ICL’s HR & Compensation Committee and Board of Directors have incorporated ESG performance targets into
the annual short-term incentive plans for executive officers, underscoring a strong commitment to sustainability. This integration ensures
that accountability for achieving ESG objectives that promote our business objectives is embedded within the leadership team. Annual KPIs
for executive management, including in 2023 and 2024, were tied to specific ESG targets and are a key component of the executive compensation
mechanism. These KPIs cover areas critical to our business strategies such as health & safety performance (IR improvement targets),
environmental performance (water savings, waste reduction, greenhouse gas (“GHG”) emissions reduction targets, aimed to eventually
achieve science based targets), suppliers sustainability performance (related to TfS/Ecovadis assessments), climate-change and climate
related disclosures and rankings, diversity and gender equality improvement goals, energy efficiency, sustainable solutions, product carbon
footprints calculations, business ethics, compliance, and more.
For
further information regarding ICL’s senior management, see “Item 6 – Directors, Senior Management and Employees –
B. Compensation”.
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Strategy
In
2022, our Board and senior management adjusted the Company’s climate strategy to align with the aims of the Paris Agreement. As
previously mentioned, in February 2023, the Board approved submitting a declaration to the SBTi organization, wherein the Company will
commit to setting a near-term, science-based target in accordance with the framework developed by the SBTi. Currently, we are in the process
of submitting our near-term targets to SBTi and subsequent validation of these targets by SBTi.
Informing
Current Strategy and Initiatives
Climate
risks and opportunity factors are incorporated into our business strategy and operations to improve our short, medium, and long-term financial
and operational resilience. Physical risks and opportunities are those that occur as a result of climate change manifestations, whether
occurring as chronic long term climatic changes or as acute episodic extreme weather events. Transition risks and opportunities are those
that occur due to the transition to a low carbon economy, including legal and/or regulatory risks such as carbon pricing mechanisms, market
supply and demand, litigation and reputation, and changes in key areas of technology.
To
enhance the resilience of our strategy and business model, ICL integrates scenario analysis into its Enterprise Risk Management (ERM)
framework, evaluating both physical and transition-related risks and opportunities under multiple climate pathways, ICL further strengthened
its climate risk analysis by assessing financial and operational impacts such as carbon pricing, supply chain disruptions, and extreme
weather events.
Climate-related
risks and opportunities are integrated into the organization’s business strategy, key areas are described below:
Products
and Services
To
thrive in a world impacted by climate-change, it is necessary to offer and provide products and services that enhance global food security,
efficiency and safety. ICL is focused on creating new products and services that are designed to promote both climate change mitigation
and adaptation. ICL offers a diverse portfolio of solutions which includes products that enable balanced fertilization, reduce water consumption,
a reduce leaching of fertilizers into water sources, such as CRFs, and bio-stimulants. ICL is at the forefront of AgroTech innovation,
from AI-driven precision farming and regenerative agriculture to carbon utilization and biological solutions. We also offer innovative
food solutions that support food security. Battery Materials (BM) is an emerging business opportunity within our product portfolio, aligned
with our commitment to sustainability and innovation.
Our
fertilizers are designed to support plant growth under challenging climatic conditions, such as drought and heat, by contributing to improved
nutrient availability and soil health. Our product portfolio includes controlled release fertilizers (CRFs) and bio-stimulants that support
plant nutrition and minimize N2O emissions in the use phase, helping reduce GHG emissions and supporting climate change mitigation. Other
products, such as Keep Green, protect coffee tree leaves from excessive solar radiation, thus supporting resilience and adaptation to
climate stress. Additionally, ICL introduced Polysulphate, a multi-nutrient fertilizer requiring no processing and generating no waste
products, with the lowest Global Warming Potential (GWP) calculated value in its category, the product aligns with evolving consumer demand
for low-carbon solutions.
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Alternative
proteins are also part of ICL’s portfolio, and we have invested, among others, in Arkeon, GmbH. The investment supports Arkeon’s
innovative and sustainable one-step fermentation bioprocess which creates customizable protein ingredients by capturing carbon dioxide
(CO2). The resulting alternative proteins are carbon negative and clean-label functional ingredients.
ICL's
diversified product portfolio also includes Battery Materials (BM) and related solutions for Energy Storage and EVs. Transitioning to
renewable energy is a core path to climate-change mitigation, and it depends on broadly implemented energy storage capabilities. We believe
that our phosphate-based and bromine-based specialty products are key in supporting energy storage. In 2023, ICL announced a plan to build
the first large-scale commercial lithium iron phosphate (LFP) facility in the US, and it has continued to develop the Battery Materials
(BM) opportunity, including signing a strategic partnership agreement with Shenzhen Dynanonic Co., Ltd. in January 2025, to establish
lithium iron phosphate (LFP) cathode active material (CAM) production facility in Europe.
Operations
ICL
continues to innovate, seeking to establish best practices, eliminate process inefficiencies and optimize operations to mitigate its GHG
emissions. We have established a dedicated team to implement energy efficiency projects across our plants throughout the world as part
of our Ambition Creates Excellence (ACE) program. Since 2021, this team has focused on delivering lower-carbon solutions, including transitioning
to cleaner energy, electrification, and phasing out of inefficient production technologies. These efforts are key components of ICL’s
decarbonization roadmap, which also includes Circular Economy initiatives, water efficiency measures, and improved heat and steam utilization.
As the Company continues to innovate and refine its approach to effectively decarbonize its activities, it is setting the necessary governance
structure to allow forcross organization processes, including financial evaluation that will support ICL in implementing an effective
and cost-efficient decarbonization roadmap.
As
part of its energy transition strategy, ICL has significantly reduced reliance on heavy fuels over the past decade, replacing them with
natural gas across its major operations. For the past several years, the Company further advanced its renewable energy adoption through
long-term power purchase agreements (PPAs) and the installation of photovoltaic (solar) systems at its operational sites, reaching nearly
95% of procured electricity from low-carbon sources. Beyond these initiatives, ICL has achieved significant GHG emissions reductions through
a range of actions, including the commissioning of a highly efficient Combined Heat and Power (CHP) plant at its Dead Sea facilities,
implementing energy savings and efficiency measures, and utilizing waste heat at various sites globally. Additionally, it has decommissioned
fossil fuel-based facilities, such as its PAMA oil shale power plant in Israel. ICL is also assessing the expansion of the use of waste
heat, as it has already successfully used excess heat in heat recovery systems (HRS) in some of its major production sites.
ICL
is also intensifying efforts to reduce process-related emissions and maximize resource efficiency by utilizing waste heat and energy-related
byproducts. Additional measures include securing strategic renewable energy agreements, advancing low-global-warming-potential materials,
and expanding solar photovoltaic installations across all feasible areas within its sites.
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Supply
Chain
Extreme
climate events can result in disruptions to the supply of required raw materials to our sites (upstream) or to ICL's ability to transport
products to its global customers (downstream), and, as a result, could affect our business. A strategic decision was taken to search for
and identify any additional potential risks of climate-change related disruptions to the transportation of raw materials/products, and
to diversify the means of transportation to assure the continuity of production and product supply to our customers. Additionally, we
expanded our multi-scenario climate risk analysis to include an assessment of physical climate risks affecting key suppliers. The analysis
highlighted potential future climate impacts on supply chain resilience and potential financial risks involved. These insights support
more informed decision-making and resource allocation, positioning ICL well for strengthening its supply chain’s resilience and
maintaining operational continuity amid evolving climate challenges. To maintain resilience, we are also continuously reducing our dependency
on critical, single-source suppliers by creating alternative solutions. For further information, see “Item 3 - Key Information—
D. Risk Factors".
Sustainable
Procurement
We
are engaged in extensive training to raise awareness among ICL’s suppliers regarding sustainability, transparency and carbon emissions
reduction, as part of an industry wide initiative, Together for Sustainability (TfS), that enables collaboration with suppliers through
education, training, and monitoring, aligned with industry-wide goals and ICL’s effort to evaluate and reduce its Scope 3 emissions.
Furthermore, as part of our efforts we are investigating low-carbon and enhanced sustainable sourcing of raw materials as a key part of
our overall strategy. This involves assessing the environmental impacts of upstream supply chains, prioritizing materials with lower carbon
footprints, and collaborating with suppliers to enhance sustainability practices, all aligned with our long-term sustainability goals.
Additionally, we are optimizing logistics and transportation by exploring alternative fuels, electric vehicles, and energy-efficient shipping
practices, to minimize emissions across our value chain.
In
parallel, as a part of our focus and efforts to increase renewable energy in our energy mix, ICL created a cross-organizational team comprising
representatives from our Global Procurement Organization (GPO) and our Operational Excellence and Sustainability experts, who participate
in efforts to procure electricity produced from renewable energy, as well as support capital investments to install onsite renewable energy
production at our facilities. This initiative has been successful, and in 2024, nearly 95% of the electricity procured by our global sites
was derived from low-carbon sources, with many regions exceeding 97%. In Israel, in alignment with our climate strategy, the Company has
entered into long-term power purchase agreements with two Israeli providers of "green electricity". These long-term agreements (15 years)
will enable ICL to purchase more than 175 million kWh of electricity from renewable sources on an annual basis, beginning in 2024. ICL
was an early adopter and one of the first companies in Israel to sign long-term renewable energy contracts, as soon as the relevant regulatory
environment supported it. We will continue to strengthen our efforts, as the markets for on-site renewable energy, long-term power purchase
agreements and other supply mechanisms continue to mature.
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Investment
in R&D
Our
research, development, and innovation (RD&I) activities support ICL's growth strategy. The main objective of these activities is to
enable new product sales and new business creation in the areas of next-generation fertilizers, food technology, e-mobility, novel materials
and digital agriculture. ICL’s RD&I organization establishes both short-term and long-term goals for GHG emissions reduction
technologies. Research, redesign and implementation of low carbon solutions are currently being introduced to mitigate process-based and
product-based emissions, as well as to meet future demand.
Using
our core RD&I capabilities, we are also developing products that address market needs and megatrends. Our Compass Assessment tool
offers guidance and support for new projects. The process includes defining and framing the scope of potential and risk, as well as impact
goals related to specific SDGs. These guide us in the process of developing new products and services. Through our Open Innovation platform,
we seek to collaborate with entrepreneurs, researchers, innovators, and startups to foster innovation in these areas. Another path is
our ICL Planet Startup Hub, a Food Tech and AgroTech external accelerator that we created to access startups with disruptive technologies
and to help them to scale and go to market using ICL’s knowledge, experience and capabilities.
In
the short term, our RD&I organization is using its existing infrastructure to challenge internal and external partners to introduce
solutions. Our efforts also extend to low carbon and climate resilience solutions, Circular Economy activities, energy storage materials
and more, all which are supported by ICL’s industry leading internal accelerator program, “BIG”, that is leveraged to
promote our GHG reduction breakthroughs.
Financial
Planning
Our
global finance teams integrate ESG-related KPIs and GHG emission reduction targets into our financial reporting and planning. This includes
creating the necessary data infrastructure (data quality and data management) and management infrastructure to enable the support for
proper decision-making processes, along with an increase in the transparency of our ESG performance with rigorous financial methodologies
and metrics.
To
further enhance financial resilience, ICL has developed a comprehensive, Company-wide climate risk-stress model. This model evaluates
key parameters such as asset value, stock value, revenue loss from production disruptions, adaptation adjustments, and scenario analysis.
The scenarios include physical risks (baseline, IPCC SSP1-2.6, SSP2-4.5, and SSP5-8.5 from 1995 to 2050) and transition risks (IEA Net
Zero 2050, APS, STEPS, and NGFS scenarios for 2022 to 2050). The model assesses the potential financial impacts of climate events, including
revenue loss, asset damage, stock fluctuations, and associated CAPEX.
Climate
risks are evaluated based on their likelihood and potential impact using a five-tier matrix, with financial impacts categorized as critical,
major, significant, moderate or low. Risks with high magnitude (impact and likelihood) are imbedded into our ERM process and prioritized
for mitigation actions and close monitoring.
Considering
these insights, we integrate ESG-related KPIs and GHG emission reduction targets into financial reporting and planning. This effort includes
the development of robust data infrastructure, focused on data quality, management systems, and transparency, to support effective decision-making
and align with the Company’s sustainability targets.
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Sustainable
finance plays an important role in enabling ICL’s transition to a low-carbon and environmentally sustainable economy. With this
infrastructure in place, we have the potential to leverage financial opportunities to advance our sustainability agenda. In September
2021, ICL secured its first €250 million Sustainability-Linked Loan ("SLL"). The loan was a step forward in ICL’s ongoing
sustainability efforts and includes three sustainability performance targets: a reduction in absolute Scope 1 & 2 GHG emissions, an
increase in the percentage of female executives among senior ICL management and an increase in the number of valid TfS (Together for Sustainability
initiative) scorecards obtained for ICL Group suppliers. These targets were designed to align with our sustainability strategy and goals,
and each will be assessed at specific times during the term of the loan, using third-party certification.
Additionally,
in April 2023, ICL further expanded and increased its commitment to ESG by entering into a Sustainability-Linked Revolving Credit Facility
Agreement between an ICL subsidiary, ICL Finance B.V., as borrower, and a consortium of 12 international banks, for a $1.55B credit facility
("Sustainability-Linked RCF"). The Sustainability-Linked RCF also includes three ESG KPIs mentioned above in connection with the SLL.
Risk and
Opportunities
Identified
Climate Change Risks and Opportunities
Over
the past several years, climate change and GHG emissions have been of increasing concern globally. Laws and regulations that govern climate
change and GHG emissions already have certain impacts on ICL Group’s operations and may present transition risks for both the short
and long term.
Carbon
taxes and cap-and-trade-emissions schemes are increasingly viewed in global jurisdictions as a way of pricing carbon – a key policy
driver to reduce GHG emissions. Currently, one of ICL Europe's sites, ICL Iberia, is covered by the EU-ETS Emissions Trading System, and
in the UK, ICL Boulby is subject to the UK Emissions Trading Scheme. In Israel, a new carbon tax on fossil fuels, including natural gas,
has been declared and will come into effect during 2025. It will be implemented gradually over the course of the current decade. Other
carbon mechanisms may be implemented in the future.
Additionally,
under the European Green Deal, the EU adopted a Carbon Border Adjustment Mechanism (CBAM) regulation in 2023 which was created to stop
carbon leakage from the EU (i.e. the risk that the EU carbon emissions reduction regulations will be offset by increases in emissions
in jurisdictions with less stringent regulations), which will apply to some of our operations. The EU CBAM charges will phase in over
a period of nine years, commencing in 2026. Regulations relating to GHG emissions are also at various stages of consideration by the US
federal government as well as in some US states.
Consequently,
it is expected that in the short to medium term, ICL will need to purchase carbon allowances through specific programs (such as the EU
and UK ETS) and/or incur additional costs for energy and emission reduction measures. Similarly, carbon taxes, or restrictions on fossil
fuel electricity production, could increase our energy costs, as well as the costs of supplied materials and services across the ICL value
chain.
We
are subject to laws and regulations that will require us to disclose information related to climate risks. As of 2026, ICL’s main
EU subsidiaries are expected to report under the EU's Corporate Sustainability Reporting Directive for fiscal year 2025. However, recent
developments in the EU's "Simplification Omnibus" process have introduced uncertainties regarding the original implementation deadline
and scope. These proposed changes are currently under negotiation and require approval from the European Parliament and EU member states.
As a result, the exact timeline for compliance with the Corporate Sustainability Reporting Directive remains uncertain. We are actively
monitoring these developments to ensure timely compliance with any new requirements. In March 2024, the SEC issued a ruling requiring
disclosure of climate-related risk; however, in April the SEC stayed the rule pending the resolution of lawsuits challenging its validity
and the current US presidential administration and SEC leadership have expressed opposition to the rule, putting its future in doubt.
The State of California has enacted laws requiring disclosure of climate-related risks and GHG emissions and we expect additional jurisdictions
to adopt regulatory disclosure requirements related to climate risks and opportunities disclosures, GHG emissions and other ESG metrics
in the foreseeable future.
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Physical
impacts related to climate change may also have significant effects on industries and the economy. These impacts may include extreme heat,
extended drought durations altering water availability and quality, changes to sea level and temperature, increases in the frequencies
and intensities of storms and extreme convective events which could also result in damage to facilities or equipment. The impacts may
also encompass changes in the availability of natural resources, leading to the disruption of supply chains. These physical risks have
the potential to financially disrupt operations through increased costs and business interruptions, upstream raw material supply and downstream
distribution. For example, a few of our Israeli facilities, including our sites at the Dead Sea, are located in an area that has been
impacted by floods in the past, which led to the initiation of a major flood protection response by ICL. Physical risk can also occur
when transport barges are unable to operate on key waterways. Such events have occurred along the Rhine River where, in recent years,
summer water levels have impeded the transport of raw materials. For further information, see “Item 3 - Key Information— D.
Risk Factors”.
Transition-related
opportunities relevant to ICL include products and services that can service multiple needs in terms of climate change. Opportunities
for ICL are relevant with regard to the direct impact of climate change with products available for both mitigation and adaptation, and
with regard to indirect impact with products and services that reduce water use and contribute to a Circular Economy. As part of our strategy
to focus on our specialty products, and with standard R&D timelines ranging from 5-15 years, we have successfully responded to some
of the transitional risks through our product portfolio.
For
example, with respect to climate mitigation, we have created a dedicated global and multidisciplinary Battery Materials (BM) Unit to focus
on maximizing the opportunity of energy storage needed to support the renewable energy market. As a world-leading minerals producer, ICL
has access to bromine, phosphates, and high purity phosphoric acid for energy storage. ICL is planning to build the first large-scale
commercial lithium iron phosphate (LFP) facility in the US, which is expected to be operational in the coming years. In addition, ICL
has signed a strategic agreement with Shenzhen Dynanonic Co., Ltd. intended to establish lithium iron phosphate (LFP) cathode active material
(CAM) production in Europe. [Opportunities: Products & Services].
Another
example is our new meat protein substitutes which were driven by consumer demand [Opportunities: Markets, Products & Services] to
reduce the ecological (carbon and water) footprint by replacing animal protein. In addition, our ICL Planet Startup Hub, ICL’s AgriFood
innovation accelerator platform, invested in Arkeon GmbH whose patented process harnesses carbon dioxide and transforms it into nutritious
protein – a process that is not only sustainable but regenerative.
By
tracking consumer preferences for low carbon footprint products [Opportunities: Markets, Products & Services], we successfully developed
a multi-nutrient fertilizer based on naturally occurring Polysulphate®. Polysulphate® requires no chemical processing, creates
no waste products and has less potential to contribute to global warming than other comparable products.
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With
its low carbon footprint, Polysulphate® is a fertilizer that could help farmers reach their industry or national carbon targets.
We also produce Control Release Fertilizers (CRF) that are highly efficient during their use phase by reducing carbon intensity.
Among
the key strategies to achieve a low carbon future is the transition from linear economic models to circular ones with reduced material
consumption and waste generation. We are working on multiple products and development opportunities to be in line with Circular Economy
principles. In addition to ICL’s Fibagro Advance, our peat alternative growing media that is based on waste from the wood industry,
PuraLoop®, an innovative phosphorus fertilizer manufactured from reacting 100% SSA (sewage sludge ash), has been recognized for its
contribution to advancing Circular Economy. For more information, see Circular Economy.
To
recognize the importance of research and development (R&D) for our sector, ICL owns multiple patents in various countries. We describe
our strategic research along with our development and innovation activities as they relate to climate change in the R&D section below.
Shaping Future
Strategy
ICL's
approach is designed to complement and augment ICL’s existing climate strategy and associated risk management. We have applied a
forward-looking scenario analysis to identify physical and transitional climate related risks and opportunities that could have a material
financial impact on our business over the 2030, 2040 and 2050 timeframes.
These
risks were identified over various timeframes and will be monitored, evaluated and updated as necessary. Time horizons include short-term
(0-3 years), medium-term (3-10 years) and long- term (10+ years) time frames. These time horizons are closely aligned with ICL’s
strategic and financial planning processes, supporting the achievement of short-term climate-related targets, our 2030 commitments for
GHG emissions reduction, and the longer-term goal of achieving net-zero emissions by 2050.
In
2021, ICL initiated a high-level climate change scenario analysis to better understand the potential timing and impact of climate-related
risks and opportunities across ICL’s key geographies and business segments. The assessment was completed using relevance weightings
and climate data to illustrate the trends by key indicators for specific climate scenarios, with consideration of future timeframes.
Since
then, we have consistently progressed in our efforts to better understand the potential impact and appropriate measures to reduce climate-related
risks and capture opportunities for the Company, as well as to further enhance our climate-related disclosures. This year we continued
the ‘top-down’ approach undertaken in earlier years, in line with our approach to assess risks and opportunities. We further
utilize our financial stress tests to evaluate the possible impact of various climate scenarios. We integrated climate-related risks into
our formal ERM processes and applied a ‘bottom-up’ approach to climate-related risk and opportunity identification and verification,
ensuring that awareness of climate-related issues is raised across all our segments, business units, sites and geographic locations. For
further information regarding our risk identification and management, see the Risk Management section below.
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Climate risk
analysis at ICL
ICL's
climate risk assessment utilizes scenario analysis to evaluate potential physical and transition risks across short-, medium-, and long-term
timeframes (2030, 2040, and 2050). A combination of climate scenarios from the Intergovernmental Panel on Climate Change (IPCC) and transition
pathways such as International Energy Agency (IEA) and Network for Greening the Financial System (NGFS) frameworks are used to analyze
the evolution of climate and socio-economic parameters, providing insights into potential future uncertainties and opportunities.
For
physical risks, the analysis is grounded in IPCC scenarios SSP1-2.6, SSP2-4.5, and SSP5-8.5, which
represent low, medium, and high emissions pathways. These scenarios explore the potential impacts of different global warming trajectories,
reflecting a range of possible futures:
| • |
Scenario SSP1-2.6 reflects
a future where physical risks, such as extreme weather events and long-term temperature increases, are minimized compared to other higher
emissions scenarios. |
| • |
Scenario SSP2-4.5 addresses
moderate physical risks, such as the increased frequency and severity of heatwaves, storms, and droughts in the long run. |
| • |
Scenario SSP5-8.5 assumes
a business-as-usual trajectory with limited global mitigation efforts. It reflects severe physical risks in the long term, including frequent
extreme weather events, rising sea levels, and significant ecosystem disruptions. This scenario highlights the need for robust resilience
planning to mitigate catastrophic impacts on operations, infrastructure, and supply chains. |
For
transition risks and opportunities, ICL utilizes six scenarios from two main frameworks: the International
Energy Agency (IEA) and the Network for Greening the Financial System (NGFS). Scenarios used are Net Zero 2050 (IEA, NGFS) that suppose
the achievement of global carbon neutrality and strong transition, STEPS (IEA) and Below 2°C (NGFS) that represent pathways to limiting
global warming, as well as APS (IEA) and Nationally Determined Contributions (NGFS) that evaluate the implications of current pledges
and commitments.
ICL's
scenario selection reflects a strategic approach to explore a wide range of risks and opportunities. The chosen scenarios provide coverage
by representing a spectrum of potential developments, enabling the organization to prepare for both low-probability and high-impact events,
such as extreme physical risks under SSP5-8.5, and more gradual transitions. By examining the interplay between physical and transition
risks, ICL identifies vulnerabilities and dependencies, such as the influence of regulatory shifts in carbon pricing on operational costs
under various scenarios. The combination of quantitative data-driven modeling and qualitative expert-based assessments ensures a scenario
analysis that addresses both types of measurable risks, including CAPEX and OPEX, and less quantifiable factors, such as reputation and
policy shifts.
Since
2021, we have enhanced our methodology for assessing climate risks. The initial high-level analysis aligned with TCFD methodology recommendations
laid the groundwork for more detailed assessments. We later introduced a bottom-up approach to identify site-specific vulnerabilities
across global production sites, with the aim of identifying asset-specific vulnerability and comparability to prior years assessments.
In addition, full coverage of ICL’s assets (including warehouses, offices, and R&D facilities) and operational activities (including
production, manufacturing and plant) were included in the analysis. In 2024, we extended our climate risk assessment to cover additional
aspects of our value chains, incorporating additional assessment of our key suppliers’ exposure to physical climate risks under
different climate scenarios. To enhance preparedness, we conducted capacity-building activities and climate risk awareness training and
education sessions, in parallel with the risk identification and validation process.
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For
the purposes of our reporting, results reflect the impact on most material assets across the geographies where we operate. The bottom-up
assessment included material implications that impacted key operational aspects, including EHS, infrastructure, workforce, production,
raw materials and products. To enhance preparedness, we conducted capacity-building activities and climate risk awareness training and
education sessions, in parallel with the risk identification phase. Climate-related physical risks may be expected to occur under all
scenarios but are more likely to be material under the high carbon scenario - IPCC SSP5-8.5. Our efforts also included integrated evaluations
of direct and indirect carbon costs along ICL’s value chain, opportunities to mitigate emissions through technology, and alignment
with our targets for greenhouse gas emissions reductions.
X. 1. Physical
risk analysis
X.1.1 Physical
risk analysis on ICL’s own operations
Physical
risk analysis on ICL’s operations is conducted in a two-phased process: an exposure analysis, that allows identification of sites
that are in highly exposed locations and a vulnerability analysis, that allows translation of the exposure to climate hazards into business
impacts through the quantification of risk impacts (CAPEX losses, business interruptions).
Table
1 identifies the levels of exposure to potential physical risks that may affect the regions in which we operate, including heat stress,
flood (pluvial, fluvial, tidal), water stress, storms and convective events (such as tornadoes), wildfires and tropical cyclones in the
short to mid (2030) and long (2050) terms. Climate scenarios are not intended to represent a full description of the future, but rather
to highlight central elements of a possible future and may differ over time. Any variation compared to the prior year assessment is due
to updates of financial figures at asset level as well as refinement towards a standardized approach to risk likelihood ratings across
all regions. These changes ensure a more consistent and comparable evaluation of risk, while maintaining alignment with our overall risk
appetite.
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Table
1: Physical risks by region under all considered scenarios over the short – mid (2030) and long-term (2050) time frames.
The
risk level at a certain time horizon is defined using risk likelihood and magnitude. In 2024, we enhanced our likelihood rating methodology
by harmonizing the likelihood rating across our geographies and increasing comparability of the risk assessment. This induced a variance
in our final risk ratings but insured a more comparable risk assessment across our geographies, while minor changes in impacts were observed
(only related to our sites’ financial values) climate indicators were used for the analysis and were classified on a scale from
1 to 5 and embedded in our ERM processes.
Likelihood table for physical risks assessment
(average likelihood across a geography):
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Impact:
The
magnitude of the risk is represented by a score between 1 and 5 aligned with ICL’s risk appetite using climate model vulnerability
output that accounts for both local climate specificities based on the Köppen Geiger climate classification, and the potential resulting
damage caused to the site (destruction of site, equipment, stocks, business interruption). Exposure to climate risk identifies assets
located in hazard-prone areas, but does not include resilience measures, such as desalination for water security or flood-resistant infrastructure.
These factors are instead accounted for in the vulnerability assessment and the quantification of residual risk, which consider adaptive
capacity, preparedness, and mitigation efforts to provide a more complete understanding of overall risk, calculated in accordance with
risk evaluation best practice.
The
following is an impact table for physical risk assessment (The measure represents the most likely impact that would occur if the stated
risk materialized):
Considerations
and outcomes of Physical Risk Assessment
Heat
Stress risk
Heat
stress risk is measured by counting the days each year that surpass specific heat thresholds under future climate scenarios, accounting
not only for temperature levels but also humidity patterns and wind speeds. The financial impacts of heat stress are based on additional
impacts compared to the historical period, i.e. the changes of heat stress compared to the historical impacts on productivity that are
considered integral to current revenue. Residual risk accounts for resilience factors and measures in place such as investments in cooling
machinery, specific equipment (e.g. cooling vests), water cooling and extreme heat management work protocols. The financial impact of
heat increases due to the progressive increase in the number of days that heat stress and temperature rise, in most regions, between 2030
and 2050 across the majority of the warming scenarios considered. ICL closely monitors changes and or developments in the risk environment
over time to ensure its employees’ safety, process efficiency and continuity in the regions most exposed to heat.
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Flood
risk
The
risk related to flooding is calculated as the maximum impact of Pluvial, Fluvial and Tidal flooding events within a 100-year return period.
Financial impact from flooding is assessed in terms of direct impact on potential damage to assets, stock and machinery losses due to
major flooding, as well as indirect impact on business interruptions (rehabilitation, cleaning and reconstruction). Flooding models account
for defenses and topographic specificities, as well as ICL’s adaptation measures. These measures include flood preparation measures
at the Sdom site, creating multiple defense layers to divert floodwaters and protect core facilities from a 500-year flood event, ensuring
protection against any recurring or more frequent events. This includes constructing dams, elevating roads and dykes, installing emergency
gates, and implementing warning systems to monitor and forecast weather changes. These defenses, completed in previous years, have significantly
reduced the potential magnitude of damage to production sites and raw material supplies during severe weather events. Additionally, ICL
has secured annual insurance coverage to protect against natural disasters, including floods, further enhancing its financial resilience.
Water
Stress
At
ICL, we recognize the critical importance of understanding and managing water stress to ensure the sustainability of our operations and
the communities we serve. To comprehensively assess our exposure and vulnerability to water stress across our global sites, we have adopted
Water Risk Atlas global indicators that assess water stress as a ratio of total water withdrawals to available renewable water resources
(without incorporating risk adaptation measures). This year we further focused on operational sites that use freshwater derived from groundwater,
and we adjusted our likelihood assessment method by defining climate indicators based on the harmonizing likelihood consistent across
geographies. For these sites, we analyze both the potential impact of water stress conditions on a business interruption and water caps,
and the impact on an increasing water stress level on water costs. Notable increases in water costs were observed in recent years, driven
by factors such as infrastructure investments including desalination projects, regulatory changes, and the need to address environmental
challenges. Furthermore, costs may increase as a local country incentivizes the use of water resources efficiently and limits consumption
to reduce vulnerability and dependance on groundwater resources.
We
handle water risk model outputs with care, focusing on observed impacts at our sites through annual risk validation. While global water
risk analysis tools offer a useful framework for broad assessments, they can have limitations, as their data, at a catchment or sub-basin
level, may overlook localized water stress at specific industrial sites. Additionally, the indicators reflect both water supply changes
from climate factors and shifting demand under varying socioeconomic and environmental scenarios. For example, water stress is a particular
focus of ICL’s Israel operations. It is also mitigated by the Israeli government by developing non-conventional water sources such
as treated wastewater and desalination. As a result, our risk assessment in Israel decreased to low and medium for the corresponding time
horizons.
Wildfire
risk
The
risk related to wildfire is determined based on the length and the intensity of the Forest Fire Risk Index (FFRI) that relies on measures
of temperature variability, drought parameters and wind speed considerations. Landcover and vegetation surrounding assets are also considered
in the models assessing the vulnerability to fires. The financial impact of fires is assessed in terms of direct impact on asset destruction,
stock and machinery losses due to fire events, as well as indirect impacts on business interruptions (rehabilitation, cleaning and reconstruction).
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Tropical
Cyclone risk
The
risk related to Tropical Cyclones relies on one-minute sustained wind speeds for tropical cyclone events with a return period of 40 years.
As such, these events have a low probability of occurrence and are by default high magnitude events. The financial impacts are based on
damage functions that translate the corresponding wind speeds to asset damage and account for the adaptative measures and controls in
place such as annual maintenance of infrastructure (regular checks of roofs and structures), and water drainage systems. In contrast to
temperature-related hazards, in some locations, tropical cyclones may have higher magnitude levels in lower emission scenarios such as
SSP1-26.
Storm
risks
The
risk related to storms is determined by a measure of the atmospheric instability leading to convective events such as thunderstorms and
tornadoes, as well as wind gust speeds to account for more punctual extreme wind events. The financial impact of wind gusts and convective
events is assessed in terms of direct impact on asset destruction, stock and machinery losses due to high wind speeds, as well as indirect
impacts on business interruptions (rehabilitation, cleaning and reconstruction). Considering ICL’s adaptation measures and controls
in place, the residual annualized risk is medium, across all scenarios and time horizons, except for the long run under scenario SSP5-85,
where higher temperature levels drive more exposure to tornado events for North American assets.
X.1.2 Physical
risks analysis on ICL’s value chain
This
year, the climate risk analysis was extended to incorporate additional assessment of our key suppliers’ exposure to physical climate
risks under different climate scenarios.
The
climate risk assessment was conducted through a structured and systematic approach in coherence with the climate models used for our own
operations risk analysis, encompassing both qualitative and quantitative analyses. The assessment was conducted across our key suppliers
and raw materials. The exposure analyzes was conducted to assess the risks posed by climate change across the three climate scenarios
defined in the previous sections: SSP1-26, SSP2-45, SSP5-85. This involved evaluating the current and future exposure of each location
to various climate risks, such as extreme weather events, temperature changes, flooding events, water stress and wildfires across multiple
time horizons (2030, 2040, 2050). As a part of the risk analysis relevant adaptation and mitigation actions was considered to complete
the vulnerability analysis.
The
assessment allowed us to identify our most exposed suppliers’ production sites that require targeted risk mitigation strategies
and further discussions with suppliers. It also provided insights into the future evolution of climate risks and their potential impact
on supply chain resilience as well as the analysis of the inherent financial exposure associated with climate risks. By proactively addressing
these risks, ICL is better positioned to enhance the resilience of its supply chain to climate change and ensure the continuity of its
operations in the face of evolving climate challenges.
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X.2 Risks
and opportunities in a transitioning economy
As
the global economy shifts towards a more sustainable and lower-carbon future, ICL is navigating through a landscape of evolving regulatory,
market, and technological changes that create new opportunities and risks related to this transition. These are driven by the evolution
of emission quotas and trading mechanisms, internal and cross-border taxes on carbon emissions and product carbon footprints, climate-related
mitigation and reputational consequences, competition from new low-carbon technologies and emphasis on operational and logistic efficiencies.
For
transition risks, both direct and indirect impacts of carbon pricing mechanisms were addressed in our scenario-specific risk analysis,
covering the entire value chain. For opportunities in a transitioning economy, an analysis of the impact of climate change evolution towards
the increased demand for less emissive fertilizer products was performed.
Since
2021, we have enhanced our methodology for assessing climate risks. Our initial high-level analysis, aligned with TCFD methodology recommendations,
laid the foundation for more detailed assessments, in later years the analysis was updated to a full coverage of our business segments,
while most material potential risks and opportunities were assessed and quantified through specific climate scenarios and dedicated impact
models. This year we further updated our climate risk assessment, using the latest releases for carbon price projections from the International
Energy Agency (IEA) and the Network for Greening the Financial System (NGFS), covering potential impacts from 2025 to 2050. The new Israeli
carbon tax was also incorporated into the models, with adjustments made to reflect the updated Israeli carbon prices. Moreover, as part
of our transition opportunities analysis, we conducted a scenario analysis to explore potential trends in a selection of key agronomic
indicators and their possible influence on the demand of our specialty products, providing an indicative scenario-based opportunity assessment.
These
enhancements provide a more comprehensive and up-to-date understanding of ICL’s transition-related risks and opportunities, enabling
the Company to strategically navigate the evolving landscape and to capitalize on emerging opportunities.
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X.2.2 Climate
Transition risks
Utilizing
plausible scenario modeling, we have identified potentially impactful transition risks and opportunities for the short, medium and long-term
which are presented in Table 2 below.
Table
2*: Examples of climate-related transition risks and opportunities for ICL.
|
Transition risks |
Horizon and potential impact
|
Description
|
ICL’s response |
|
Policy &
legal
Carbon pricing mechanisms |
Time horizons: Short,
Medium and Long
Potential impact:
Medium to high, particularly within 2050-time horizon and
ambitious transition scenarios |
Stricter environmental regulations may impose additional
compliance costs and operational constraints:
Regulatory developments in countries or jurisdictions where
we operate, exposure to carbon trading schemes, cross-border tax and adjustment mechanisms, increases in existing carbon pricing, and
carbon taxes on energy and other supplies are expected to lead to increased costs for ICL. Since carbon pricing mechanisms are still in
development in most areas globally, it is expected that the risk exposure will increase over time.
|
In recent years, we have undertaken
proactive measures to reduce our carbon footprint as part of our decarbonization roadmap that includes increasing energy efficiency and
transitioning to lower carbon energy sources. We have already achieved a 25.3% (vs 2018 base year) reduction in Scope 1-2.
Consequently, we are actively improving our understanding
of our GHG emissions' impacts and are actively striving to reduce GHG emissions throughout our value chain enabling us to reduce our exposure
to carbon pricing risks.
This year we further updated our climate
risk assessment, using the latest releases for carbon price projections, on both our direct (Scope 1 & 2) and indirect (Scope 3) emissions,
covering potential impacts from 2025 to 2050. The new Israeli carbon tax was also incorporated into the models, with adjustments made
to reflect the updated Israeli carbon prices.
The analysis outputs will improve
our financial preparedness and planning and foster strategic decision-making to mitigate risks linked with carbon pricing transitions.
|
|
Reputation
Increased stakeholders concern regarding environmental
performance
|
Time horizons: Medium
Potential impact:
Medium to high, in all scenarios |
There has been an increased focus, including from investors,
the public, and governmental and non-governmental authorities, regarding environmental, social and governance (ESG) matters, including
with respect to climate change and GHG emissions. As ICL operates in a carbon intensive sector, increased stakeholder concerns and expectations
regarding operational and product -related environmental performance could have an impact on our reputation (preference for our products
or investor confidence). |
ICL’s commitment to ambitious climate targets is
aligned with the Paris Agreement. Therefore, in recent years we have undertaken proactive measures to reduce our carbon footprint and
actively improved our understanding of our GHG emissions (Scope 1-2-3), coupled with developing low-carbon products and services, raising
awareness and creating the proper governance structure to support climate related risks and opportunities, as well as increasing transparency
throughout our public disclosure and reports. |
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|
Transition risks |
Horizon and potential impact
|
Description
|
ICL’s response |
|
Financial
Financial Climate Alignment |
Time horizons: Medium
Potential impact:
Medium |
Investors are increasingly prioritizing climate-related
risks in their portfolios. Companies that fail to align with low-carbon objectives face reduced access to capital or higher financing
costs. This pressure is driven by external trends in sustainable investing and internal shifts in financial institutions’ policies,
which require greater transparency and climate alignment. |
Sustainable finance plays an important role in enabling
ICL’s transition to a low-carbon and environmentally sustainable economy. Our global finance teams are integrating ESG KPIs and
GHG reduction targets into financial reporting and planning, building the data infrastructure to support decision-making and enhancing
ESG performance transparency with robust financial metrics, creating resilience for short, medium, and long-term horizons. With this infrastructure
in place, ICL is well-positioned to leverage financial opportunities to advance its sustainability agenda, as demonstrated over the past
several years. ICL has integrated sustainability targets into its financial operations, securing a €250 million sustainability-linked
loan and a $1.55 billion sustainability-linked revolving credit facility, which included targets for a reduction in absolute Scope 1 &
2 GHG emissions and additional sustainability related KPIs. For more information see Strategy – Financial Planning. |
|
Technology
Requirements for clean energy |
Time horizons: Short
to Medium
Potential impact:
Low in all scenarios |
We acknowledge that our sector relies heavily on energy,
and as global demand shifts towards greener sources of energy, there is a heightened need to invest in renewable energy procurement. Both
external policies and internal targets drive this imperative. However, transitioning to alternative energy sources may result in increased
operational costs. |
ICL recognizes the necessity of sustainable energy practices.
By entering long term renewable Power Purchase Agreements (PPAs) and utilizing energy attributes certificates (EACs), we will reduce our
Scope 2 emissions, mitigating energy transition risks and strengthening our portfolio to increase operational resilience. |
|
Technology
The ability to Implement direct operational reduction measures
|
Time horizons:
Medium to Long
Potential impact: High
in all scenarios |
Increasing global pressures to reduce GHG emissions highlights
the necessity for companies to upgrade their infrastructure, ensuring adherence to environmental standards and energy efficiency goals.
This could result in increased costs to upgrade and improve our infrastructure, including due to energy efficiencies and optimization
of production processes, to reduce our direct Scope 1 emissions. |
ICL has already initiated a process of addressing this
risk by deploying a team of experts internally (our ACE program) which focuses on identifying initiatives to reduce Scope 1 emissions
through, among others, energy efficiency measures at various ICL sites. In addition, following our commitment to establish science -based
emission reduction targets, we are exploring the possibility of green electricity production and storage at our primary locations, aligning
with our long-term sustainability goals. For further information, please see "Energy" below. |
|
Markets
Reduced demand due to chronic changes in weather patterns
|
Time
horizons: Medium to Long
Potential
impact: Medium |
An increase in the temperature and volatile precipitation,
chronic changes in regional climates which can result in shifts in the average growing season, growing conditions and crop mix, may result
in reduced demand for commodity fertilizers. |
ICL is actively monitoring market trends and weather-related
agricultural growing conditions in response to climate change, while also employing scenario-based models to assess longer terms potential
impacts. We believe our diverse products and services portfolio, which supports precision agriculture and other products that contribute
to plant resilience, will better support farmers in a changing environment. |
*
For more information with regard to ICL’s climate-related risk factors please see Item 3-D Risk factors - climate change and natural
disasters, impacts of climate-related transition risks, including current and future laws and regulations.
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The
impacts and materiality of transition risks for ICL are highly dependent on the scenarios used in the analysis. In higher transition scenarios,
such as the Net Zero pathways, the expected transition risks are significantly higher. This is due to the supposed rapid pace of regulatory
changes and shifting consumption habits aimed at achieving stringent decarbonization targets. Conversely, in more delayed transition scenarios,
the time horizons and resulting risk impacts are reduced compared to higher transition pathways. This variability underscores the importance
of scenario analysis in understanding the potential range of transition risks and their implications.
ICL
operates in multiple geographic locations that have, or are in the process of implementing, Emission Trading Schemes (ETS) or carbon taxes,
as well as applicable Carbon Boarder Adjustment Mechanisms (CBAM) which may impact direct and indirect carbon costs. As part of our analysis,
exposure and vulnerability to transition risks for direct (Scope 1 and 2) and indirect (Scope 3) emissions were examined. For the exposure
analysis, carbon prices across 6 scenarios (IEA: STEPS, APS, Net Zero and NGFS: Below 2˚C, NDCs, Net Zero) were considered while
vulnerability was determined based on projected emissions (per scope) and either coverage rate at site (Scope 1 and 2) or pass-through
rate by emission category (Scope 3). For our externally assured GHG emissions, see Metrics and Targets section below.
Impacts
on direct emissions for ICL are based on defined trajectories at the site level with carbon prices varying from one scenario to another.
The output indicates that carbon price impacts on direct emissions will likely increase under all scenarios in the specified time frames,
as well as evolve over time, as the coverage rates increase for other sites/regions.
In
the current scope of indirect emissions, we included relevant emissions categories where the impact is passed through to product suppliers
and service providers. Purchased goods and services, end-of-life treatment of sold products and upstream transportation and distribution
account for more than two thirds of emissions. In our analysis we also divided the indirect emissions in the relevant categories to differentiate
coverage rates by scenario and time horizon. This assessment excluded the categories where impacts are passed on via mechanisms other
than carbon prices (e.g. reduced demand). As seen with direct emissions, indirect emission impacts on carbon prices vary from one scenario
to another. The output indicates that carbon price impacts on indirect emissions will likely increase under all scenarios in the specified
timeframes, as well as evolve over time, as the indirect emission trajectories mature, and service providers and suppliers are exposed
to more direct carbon pricing impacts.
We
acknowledge that the application of a scenario analysis to climate related risk is a relatively new and rapidly evolving subject. As part
of our voluntary climate related risk and opportunity disclosures program, we continue to enhance our analysis capabilities to reflect
developments in modeling policy, emission pathways and wider stakeholder expectations. The outputs from our further scenario analysis
activities, including carbon price trajectories, will be used to enhance ICL’s existing business planning processes. It will also
be used as an engagement tool to strengthen our understanding of climate related risks and opportunities, in particular, for opportunity
analysis, as scenario-based assessments are a developing practice intended to explore possible futures rather than predict market developments.
As this topic remains under continuous refinement, we recognize the inherent uncertainties in such analysis and will continue to adapt
our approach by integrating the latest scientific research and market insights, ensuring alignment with emerging climate-related trends
and evolving stakeholder expectations. The accuracy of the analysis depends on developments beyond our control, including the development
and commercial adoption of technologies, market trends and supportive governmental policies, and there can be no assurance that these
opportunities will be realized.
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X.2.3 Transition
opportunities
At
ICL, we acknowledge that a transitioning global economy not only presents risks to monitor and mitigate but also possibilities to exploit
climate related opportunities. The identification of these opportunities aims to adapt our business to be in line with a changing world.
This proactive approach not only aligns with global environmental goals but also enhances the Company's competitiveness in emerging markets
driven by climate change. The opportunities we face vary depending on the specific transition scenario assessed. The importance and materiality
of these opportunities are highlighted in the table below.
Table
4 – Transition opportunities for ICL:
|
Transition opportunities |
Horizon and potential impact
|
Description
|
ICL’s response |
|
Markets
Increased market demand for sustainable solutions
|
Time horizon: Medium
to Long
Potential impact:
Medium to High in all scenarios due to changing climate and evolving regulations |
We anticipate several market opportunities arising from
sustainable novel solutions and shifts in the markets driven by climate change which could lead to increased revenue. These new solutions
will also broaden ICL's outlook on new low carbon markets, enhancing our potential for growth and market penetration. |
As a global specialty minerals company, we are actively
exploring new market opportunities for sustainable solutions. Our downstream scenario analysis identified significant potential in several
major global markets for specialty and low-carbon fertilizers, driven by the impact of climate change scenarios on agricultural yields.
Projections for 2030 and 2050 indicated increasing demand due to climate change-induced shifts in agricultural needs. This analysis was
enhanced by incorporating the assessment of climate scenarios' impact on the transition from conventional fertilizers to specialty products.
More-over, the rising demand for electricity storage solutions aligns well with our expanding product portfolio. These emerging opportunities
enable us to expand our market presence and support revenue growth. |
|
Products
& Services
Improved product offerings |
Time horizon: Medium
Potential impact: High
|
We anticipate an increase in consumer demand for products
and services that support climate-change mitigation and adaptation, including specialty fertilizers and energy storage solutions, which
is expected to propel revenue growth. |
Our products and services cater to the emerging needs of
climate-change mitigation and adaptation. Our product portfolio features among others, highly effective specialty fertilizers that facilitate
optimal nutrient release, enabling growers worldwide to reduce their fertilizer usage while simultaneously achieving higher quality crops
and yields with lower environmental impacts. ICL’s CRFs and bio-stimulants support plant nutrition and minimize N2O emission in
the use phase, reducing GHG emissions and supporting climate change mitigation. ICL's expansion in the AgroTech sector is also expected
to improve farming techniques and increase yields with lower environmental impact. Furthermore, climate-change mitigation requires a transition
to alternative energy sources. These, in turn, require energy storage solutions to become mainstream. Therefore, we anticipate an increase
in demand for Energy Storage Solutions (ESS), a necessary step in the transition to renewable energy. Energy storage is a potentially
significant source of growth for our phosphate -based and bromine-based specialty products. Therefore, our focus is on adding such solutions
to our product portfolio, for example, by utilizing phosphate raw materials to produce Lithium Iron Phosphate (LFP). For further information
about our sustainable solutions, see "Strategy – Products and Services" above. |
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|
Transition opportunities |
Horizon and potential impact
|
Description
|
ICL’s response |
|
Resource
Efficiency & Energy Sour
Transition to Sustainable Energy Practices |
Time horizon: Medium
to Long
Potential impact: High
|
Maximizing resource efficiency and transitioning to alternative
energy sources present an opportunity for ICL.
|
ICL has dedicated teams and forums that focus on opportunities
in energy efficiency. By prioritizing these initiatives, we anticipate a reduction in operational costs and our environmental footprint
as renewable energy is projected to be more cost -effective (in part due to lower carbon taxes) compared to fossil fuels. Our strategy
involves.
expanding our renewable energy mix and facilitating a shift
towards heightened electrification across our operations. Furthermore, we continue our efforts to digitize and analyze site level Energy
& GHG data which allows us to improve data quality and management. This supports our journey to become more resource efficient and
to reduce our footprint. Looking ahead, we are exploring the possibility of green electricity production and storage at our primary locations,
aligning with our long-term sustainability goals. |
|
Resilience
Future resilience |
Time horizon: Medium
to Long
Potential impact: Medium
|
We believe that the resilience of our Company can be increased
by implementing initiatives aimed at improving our efficiency, designing innovative production processes, developing new products and
engaging in strategic procurement practices. These efforts will ensure that we maintain our competitive advantage and continue our preparations
for a low-carbon future. |
Our strategic approach to advance sustainable practices
significantly contributes to our resilience. Our research, development and innovation efforts focus on solutions that aim to align with
the UN SDGs. For more information about our sustainable solutions, see Strategy – Investment in R&D. This, in turn, provides
us with a long-term vision to pursue major market opportunities, including innovative climate-resilient solutions that enhance business
resilience. For more information about our sustainable solutions, see Strategy – Products and Services.
In addition, continued innovative practices and improvements
in production efficiency increase the resilience of our operations. For more information about our operations, see Strategy – Operations.
Integrated into our strategy is the focus of our value chain, with both supply chain and sustainable procurement being in scope. For more
information about our supply chain and sustainable procurement, see Strategy – Supply Chain and Strategy – Sustainable Procurement.
Additionally, enhanced access to green financing resulting
from a reduced Company-wide carbon footprint and clear sustainability strategy unlocks additional resources that further bolster our resilience.
For more information, see Strategy –Finance Planning. |
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As
part of our transition opportunities analysis, we conducted a scenario analysis to explore the potential evolution of a selection of key
agronomic indicators, including agricultural and hydrological drought indexes, growing high degree days, and precipitation patterns across
various climate scenarios. Using heatmaps, we identified regions where climate-driven shifts in agronomic conditions may influence input
needs. Given that some of our specialty products—such as advanced fertilizers and bio stimulants—may help mitigate climate-related
risks by increasing crop resilience. This analysis enabled us to conceptually map specific products to the climate change challenge they
may address. By linking specialty solutions to emerging climate challenges, we explored the potential impact of climate scenarios on the
potential adoption of these solutions, and how likely such adoption can accelerate in response to changing conditions. This insights strengthen
our ability to provide support with tailored solutions, ensuring better resilience during evolving climate conditions.
We
acknowledge that the application of a scenario analysis to climate related risks is a relatively new and rapidly evolving subject. As
part of our voluntary climate related risk and opportunity disclosure program, we continue to enhance our analysis capabilities to reflect
developments in modeling policy, emission pathways and wider stakeholder expectations. The outputs from our further scenario analysis
activities, including carbon price trajectories, will be used to enhance ICL’s existing business planning processes. It will also
be used as an engagement tool to strengthen our understanding of climate related risks and opportunities. In particular, for opportunity
analysis, scenario-based assessments are a developing practice intended to explore possible futures rather than predict market developments.
As this topic remains under continuous refinement, we recognize the inherent uncertainties in such analyzes and will continue to adapt
our approach by integrating the latest scientific research and market insights, ensuring alignment with emerging climate-related trends
and evolving stakeholder expectations.
Risk
Management
At
ICL, Enterprise Risk Management (ERM) is ingrained in our corporate DNA and is an essential framework to anticipate and navigate uncertainty,
risk and opportunity. Acknowledging risk's inherent nature in all activities, we prioritize robust risk management as a fundamental element
of good corporate governance. A successful risk management mechanism helps us meet our goals, enhances our decision-making processes,
ensures our robust compliance with regulation and internal policies and provides assurance regarding control effectiveness.
We
recognize the impact of climate change throughout our main processes, and we are aligning our responses and actions to meet the accelerating
pace of climate change. As part of this understanding, we have timely embedded climate-risk assessment into our global ERM procedures.
Identifying
and assessing climate-related risks
We
have implemented a process designed to identify risks, areas of impact, their causes and potential consequences, including climate-related
risks. The aim is to generate a comprehensive list of risks (a risk register) based on those potential events that might prevent, degrade,
or delay the achievement of our Company’s objectives. The risk identification process includes an examination of events which, if
they materialize, may compromise the achievement of the Company's objectives.
Identifying
climate-related risks was accomplished by conducting interviews with key personnel, as well as evaluating climate benchmarks and external
information on material risks to the industry. This also included implementation of financial stress-test models on multiple climate scenarios
to evaluate potential financial impacts. All risks are categorized under a global unified ICL Risk Universe and are evaluated under a
unified metrics scale. The risk description includes capturing possible sources of risk, areas of impact and potential consequences (in
accordance with risk taxonomy). The risks are identified at several levels (corporate, business segments and operational sites) of the
organization. Risk assessment involves applying a rating to a risk, taking into consideration the combination of impact (consequences
of the risk materializing) and its likelihood, considering the effectiveness of existing controls.
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New
risks can arise as a result of change within the organization or the occurrence of external factors. All employees and managers are responsible
for contributing to identifying new and emerging risks as soon as practicable, while reporting and escalation is accomplished according
to an ERM framework. In addition, we execute an enterprise risk assessment to identify new corporate level and business segment level
risks at least every few years and update the Risk Appetite, Risk Register and Risk Universe accordingly.
Managing
climate-related risks
One
of the purposes of the ERM process is to prioritize and determine our response to mitigate a risk to an acceptable level. This includes
identifying, mapping, recording and monitoring treatment actions. Risk treatment actions can have two objectives: reduce the impact (i.e.
mitigate the impact of the event); or reduce the likelihood (i.e. prevent the event from occurring).
Risk
Treatment (mitigation) actions can have two objectives: reduce the impact or reduce the likelihood. Possible risk treatment strategies
include avoid (avoid the risk), mitigate, accept and transfer. Risk mitigation plans are developed for Tier 1 risks, and under specific
circumstances, mitigation plans are also developed for Tier 2 risks.
Tier
1 Risks (High-Level/ Material Risks): The designated risk owners are required to develop a treatment plan aimed at mitigating the impact
or likelihood of the risk. During the development of treatment plans for top risks, we take into consideration factors such as feasibility,
cost effectiveness, required resources, and the timeline for completion. We ensure that any proposed treatment aligns with legal and governance
requirements. The execution of plans is monitored for timeliness. We regularly reassess risk evaluations as an integral part of our monitoring
routines, established in our Global Risk Policy. Tier 2 and Tier 3 Risks (Medium to Low-Level Risks): We established periodic processes
to ensure that we capture significant changes in risk exposure, needing further examination. Monitoring and reviewing risks and treatment
plans ensures that risks are managed efficiently and effectively. Therefore, these are monitored on a regular basis in accordance with
ICL's ERM routines. For example, Tier 1 risks and mitigation plans are monitored by the executive management on a quarterly basis.
An
effectively functioning oversight structure ensures that risk owners are designated on a timely basis, communication plans are both coherent
and capably executed, sufficient resources are allocated to risk management, and that staffing and training practices are effective. It
ensures that managers at all levels are active participants in the risk management process. We update our Enterprise Risk Management Framework
& Policy annually. The updated policy is approved by the Risk-Management (RM) Committee and the Board’s Audit Committee. Changes
in the policy are reviewed as part of an annual review process. As part of that review, the effectiveness and quality of policy implementation
are examined and summarized, including challenges and improvements required.
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Metrics
and Targets
Metrics
The
GHG emissions reported below include all direct (“Scope 1”) and indirect energy-related (“Scope 2”) emissions
of primary known greenhouse gases, including: CO₂, CH₄,
N₂O and HFCs/HCFCs and SF₆.
During the current reporting year, there was no consumption or emissions of PFCs or NF₃.
Direct emissions include emissions from stationary and mobile fuel combustion, refrigerants, non-energy related process emissions and
emissions from onsite wastewater treatment facilities. Indirect energy related emissions include the calculated emissions resulting from
consumption of procured electricity, steam, heating and cooling.
The
table below presents our greenhouse gas emissions for the years 2024 and 2018 (the baseline year). We have followed the World Business
Council for Sustainable Development (WBCSD)/World Resource Institute's (WRI): "GHG Protocol Corporate Accounting and Reporting Standard"
(2004, as updated January 2015); and “GHG Protocol Scope 2 Guidance” (2015), utilizing the operational control approach to
set organizational boundaries, in addition to ISO 14064 standard methodologies. An independent assurance process was performed, which
included Limited Assurance of ICL’s 2024 Total Scope 1 and Total Scope 2 (marked-based and location-based) GHG emissions, in accordance
with the International Standard on Assurance Engagements ISAE 3000 (Revised) ‘Assurance Engagements other than Audits or Reviews
of Historical Financial Information’.
Scope 1 &
2 GHG emissions
|
Year 2024 (2)(3)
|
Year 2023 |
Year 2022 |
Year 2018 (1)
|
2024 VS 2018 | ||
|
Scope 1 |
Tonnes CO2e
(thousands) |
2,131 |
2,102 |
2,126 |
2,220 |
(4.0%) |
|
Scope 2
Market-based |
Tonnes CO2e
(thousands) |
65 |
186 |
281 |
720 |
(90.9%) |
|
Total scope 1+2 GHG emission |
Tonnes CO2e
(thousands) |
2,196 |
2,288 |
2,407 |
2,940 |
(25.3%) |
| (1) |
2018 is the baseline year for ICL’s decarbonization roadmap.
|
| (2) |
On a “same site basis” (excluding facilities acquired
in Brazil during 2021), 2024 Scope 1 and Scope 2 (market-based) emissions were 2,114 and 65 thousand tonnes CO2e,
respectively. |
| (3) |
2024 independent assurance process was performed in accordance
with the International Standard on Assurance Engagements ISAE 3000 (Revised) |
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*Greenhouse
Gas Emissions - Scope 1 and 2 emissions, in thousands of CO2e
tonnes.
The
25.3% reduction in emissions was achieved over the period of 2018 to 2024 through multiple actions, including commissioning our Sodom
CHP (Combined Heat and Power) plant, implementing energy efficiency measures and utilizing waste heat in several facilities globally,
decommissioning fossil fuel-based facilities, such as the PAMA oil shale power plant in Israel, and procuring renewable energy in Brazil,
China, Europe, Israel and the US (this also Included long-term power purchase agreements with renewable energy suppliers). Sodom CHP supplies
most of the electricity and steam consumed by ICL’s sites in Israel, with significantly lower carbon footprints. The electricity
generated is not only far more carbon efficient than electricity supplied by the Israeli grid, but also more efficient than the previous
oil-fired power plant and steam boilers it replaced for the production of steam as well as electricity.
Scope
3
ICL
completed the process of measuring its Scope 3 emissions for the year 2023 in accordance with current best practices while implementing
state-of-the-art data management systems. The process was followed by an external assurance process, thus providing ICL with robust data
infrastructure for further needs.
ICL's
Scope 3, includes all upstream and downstream value chain emissions for primary known greenhouse gases, including CO2, CH4, and N2O, HFCs/HCFCs
and SF6 for the year 2023 (1 January 2023 - 31 December 2023). The assessment utilizes an operational control approach to set organizational
boundaries and applicable standard methodologies. An independent limited assurance engagement was performed in relation to material Scope
3 GHG emissions categories in accordance with ISO 14064-3: 2019 Greenhouse gases – Part 3: Specification with guidance for the verification
and validation of greenhouse gas statements.
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RD&I
Our
RD&I strategy identifies megatrends for future focus and considers the UN SDGs. Consequently, topics such as zero hunger (SDG 2),
affordable and clean energy (SDG 7), responsible consumption and production (SDG 12), climate action (SDG 13) and SDG 15 (Life on Land)
are key focus areas of our Company. ICL Open Innovation efforts focus on partnering with entrepreneurs, startups, and researchers to develop
solutions in response to climate change. Areas of focus include next generation fertilization, food technology, E-mobility/sustainability,
novel materials, Circular Economy, Industry 4.0 (manufacturing optimization) and digital agriculture.
We
continue to invest in research and development activities to meet many of the challenges posed by climate change. These focus on climate-change
mitigation, climate-change adaptation, sustainable water use, and a transition to a Circular Economy. Examples of the R&D in which
ICL is currently engaged include:
| • |
Development of fertilizers with better nutrient-use efficiency
and reduction of emissions. |
| • |
Development of biological bio-stimulants that stimulate plant
growth and provide resilience to various stress conditions. |
| • |
Development of products that improve water use efficiency.
|
| • |
Investigating opportunities to integrate waste streams into our
production processes, fostering a closed-loop Circular Economy and developing future sources for sustainable fertilizer products.
|
| • |
Including integration of secondary source Phosphate technologies
(Circular Economy) for immediate use in our production facilities in Europe and development of future raw material sources for our fertilizer
products, including a technology road map for recycling and recovery of phosphorous and nitrogen from secondary sources to transform our
products into sustainable fertilizers. |
| • |
Continued diversification and development of a product portfolio
of meat substitutes: ICL and Plantible Foods have partnered to launch ROVITARIS® Binding Solution, a revolutionary clean label binding
solution for plant-based meat and seafood applications that may replace most chemically processed binders. |
| • |
Development of a Battery Materials portfolio that includes Lithium
Iron Phosphate (LFP) cathode active material, brominated electrolytes and Phosphorus-based active salts for electrolytes for current generation
and next-generation lithium-ion batteries (Energy Storage Solutions). |
| • |
Our Business Development unit has scouted more than 700
Food tech start-ups to identify disruptive technologies for ICL Phosphate Specialties. Following investments in Protera SAS and Plantible
Foods Inc., ICL Planet Startup Hub invested in Arkeon GmbH, a start-up that converts CO2 into nutritious amino acids and sustainable protein.
We continue to seek innovation partners who transform sustainable food systems. |
| • |
Our Agmatix is pioneering the future of sustainable agriculture
through advanced data and AI-driven solutions. By transforming agronomic and environmental data into actionable insights, Agmatix enhances
crop yields, promotes sustainability, and strengthens crop resilience. Its innovative technology supports global efforts to combat climate
change, drive responsible land use, and ensure food security. |
| • |
We developed a data-driven impact and evidence assessment tool
for all RD&I projects to maximize ICL’s actions on tackling climate change, advancing food security and other contributions
to human health and wellbeing. This decision-making tool is integrated into the product development process. In 2023, we completed six
case studies and incorporated this tool into our new product development process. |
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Targets
In
2020, we established a decarbonization roadmap to achieve net zero GHG emissions (Scope 1&2) by 2050. The near-term milestone is to
reduce Scope 1 and 2 GHG emissions by 30% by 2030, compared to our 2018 emissions baseline. ICL’s 2024 Scope 1 & 2 emissions
were 25.3% lower than our 2018 emissions and on course to meet the 2030 target successfully. ICL supports the global effort initiated
by the Paris Agreement to reduce GHG emissions.
In
2022, ICL’s Board approved the submission of a declaration to the SBTi organization, wherein the Company will commit to setting
a near-term, science-based target in accordance with the framework developed by the SBTi organization. The initiative drives ambitious
climate action in the private sector by enabling organizations to set science-based emissions reduction targets. In March 2023, SBTi officially
confirmed ICL’s commitment to develop near-term targets in accordance with the criteria and processes of the SBTi. We expect to
submit our targets to SBTi for validation in March 2025, in line with the timeline criteria established by SBTi.
Following
the declaration, we intend to complete the process of submitting our near-term targets to SBTi moving past a 30% reduction within the
required time frame for SBTi's validation.
ICL
has already implemented several measures included in its decarbonization roadmap, including:
| • |
Commissioning a high efficiency gas-fired combined heat and power
(CHP) plant at our Sodom facility to supply ICL’s facilities in Israel, replacing older oil-fired power generation systems.
|
| • |
Transitioning to the procurement of renewably generated electricity
across all ICL sites, beginning with the procurement of renewable electricity for ICL sites in Europe and expanding to sites in the US,
Israel, China and Brazil. |
| • |
Decommissioning our oil shale-based power generation at Rotem
(Israel), in favor of a more efficient gas-fired power plant with significantly lower GHG emissions. |
| • |
Recovering heat from various chemical reactions to produce zero
emission power for utilization by ICL sites. |
Other
measures in our Decarbonization Roadmap for future implementation include:
| • |
Improved measurement of GHG emissions, including the increase
of accessibility to site -level carbon metrics and analytics for our operational managers and management through digital dashboards for
up-to-date reporting of emissions at site and product levels. |
| • |
Eliminating or reducing process GHG emissions through changes
to chemical processes and production lines. |
| • |
Converting our remaining production facilities that utilize high
-emitting fossil fuels to energy generated from natural gas, renewable sources and waste heat. |
| • |
Increasing energy efficiency by phasing out inefficient production
technologies, streamlining our production facilities, increasing the efficiency of our consumption of heat and steam, and recovering heat
where possible. |
| • |
Reducing the use of electricity for lighting and air conditioning
by implementing more efficient technologies. |
| • |
Installing solar photovoltaic (solar PV) electricity generation
systems in all available and appropriate areas within the operational boundaries of our sites. |
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| • |
Considering carbon pricing in product development, acquisitions
and capital investment decision-making to raise internal awareness, promote better life cycle operating decisions, and better prepare
our business for future emissions trading schemes. |
| • |
Securing long-term renewable energy power purchase agreements
(PPAs) to expand the share of renewables in ICL’s energy mix globally. |
| • |
Expanding investments in Battery Materials, such as the lithium
iron phosphate (LFP) cathode active material manufacturing plant in the US, supporting the transition to renewable energy. |
| • |
Actively addressing Scope 3 emissions by assessing suppliers,
fostering partnerships for education and emissions reduction, and optimizing logistics operations with alternative fuels, electric vehicles,
and energy-efficient shipping. |
| • |
Strengthening Circular Economy initiatives by maximizing the use
of byproducts and waste heat in production processes to enhance energy efficiency. |
Energy
Our
energy strategy includes continuous emphasis on energy efficiency and process innovation, transition to zero and low emission sources,
and electrification as an enabler for this approach.
Renewable
Energy
As
part of our focus and efforts to increase renewable energy in our energy mix, ICL has a cross-organizational team which consists of representatives
from our Global Energy and Sustainability units and the Global Procurement Organization (GPO).
In
alignment with our climate strategy, this team leads the efforts to procure electricity produced by renewable energy, as well as to install
onsite renewable energy production at our facilities.
By
the end of 2024, we initiated the installation of Photo-Voltaic (PV) systems at several of our sites in Israel, overcoming statutory challenges.
Furthermore, we are advancing feasibility studies to expand our PV installations globally, building on feasibility studies we conducted
across Europe and Israel in 2021 which we expanded to include our North American operations in 2022. Looking ahead, we plan to evaluate
additional key sites, particularly in China in 2025. In addition, the Company has entered into long-term power purchase agreements with
two Israeli companies for “green electricity”.
The
initial implementation phase includes the installation of a high-voltage (HV) line, a substation, and a Battery Electric Storage System
(BESS). while the supply of green electricity relies on third-party vendors.
The
Front-End Engineering Design (FEED) phase commenced in 2024.
These
efforts aim to significantly reduce greenhouse gas emissions at our Sodom site, aligning with our climate strategy as we progress toward
a more sustainable future. For more information see our climate risk and opportunity disclosure.
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Natural
Gas
Over
the past decade, we implemented a strategic decision to replace heavy fossil fuels (fuel oil, kerosene, diesel and shale oil) that power
our largest production plants in Israel with natural gas (NG). In addition, ICL Rotem has ceased to extract shale oil minerals and has
begun to use a new natural gas-based steam boiler resulting in a reduction of our GHG emissions and other pollutants, such as Nox and
PM. For more information regarding our natural gas agreements, see Note 18 to our Audited Financial Statements and "Item 3 – Key
Information - D. Risk Factors".
The
European Energy Efficiency Directive (EED)
In
September 2023, the European Commission adopted the recast Energy Efficiency Directive (EU) 2023/1791, which became effective on October
10, 2023. This directive strengthens the EU's commitment to energy efficiency as a key pillar in combating climate change, supporting
the broader objectives of reducing greenhouse gas emissions by 55% by 2030, and achieving climate neutrality by 2050.
The
directive sets a legally binding target for reducing the EU's total energy consumption by 11.7% by 2030, based on the 2020 reference scenario.
Each Member State is tasked with determining its indicative national contributions using criteria reflective of its energy profile and
economic circumstances. In cases where the aggregated contributions fall short of the EU-wide target, the Commission will apply an Ambition
Gap Mechanism to bridge the deficit.
To
ensure progress, the directive mandates an increase in annual energy savings from the current 0.8% to 1.3% for the years 2024-2025, 1.5%
for 2026-2027, and 1.9% from 2028 onward, averaging 1.49% for the 2024-2030 period.
The
directive also expands energy audit obligations to include SMEs, where significant savings are possible, and mandates energy management
systems for large industrial consumers. Public sector obligations are heightened, including a 1.9% annual reduction in energy consumption
and a 3% renovation requirement for public buildings across all administrative levels.
Member
States have been given until October 2025 to transpose these provisions into national law, aligning with the "Fit for 55" package and
the REPowerEU strategy.
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Air
Quality
Reducing
air emissions is a key goal of our environmental strategy. We are taking actions to reduce air emissions by implementing energy efficiency
and other emission prevention solutions, as well as transitioning to cleaner fuels. Our sites regularly monitor pollutant emissions to
improve operational management practices.
Israel
In
Israel, air emissions from major industrial operations are regulated by the Clean Air Law (hereinafter - the Law), which aims to improve
air quality, preventing and reducing air pollution by implementing both prohibitions and obligations, to protect human health, quality
of life, and the environment. The Law addresses emission sources (including all our production plants in Israel) and is intended to serve
as a platform for implementing regulatory principles similar to those in the European Union (EU), specifically the principles of the IED
(The Industrial Emissions Directive) adopted by the EU.
Our
plants in Israel that are classified as Emission Source Subject to Licensing Requirements have received air emission permits. Any deviations
from the conditions of these permits could result in shutdowns, administrative enforcement measures, or criminal liability. Additionally,
certain restrictions on our operations and new requirements from the Ministry of Environmental Protection (MoEP) may impose significant
capital investments on our Company. To comply with the emissions permits granted under the Law, we have made, and will continue to make,
significant investments as necessary. As a result, some of ICL’s air emissions have decreased considerably.
| • |
DSW successfully completed the installation of the third and final
particles reduction unit (WESP). DSM successfully implemented the second major particle emissions reduction unit, and the final third
unit will be implemented and commence operation in 2025. Our other production sites in Israel are also increasing their efforts to reduce
air emissions. |
| • |
In January 2024, a new emission permit was issued to ICL Rotem
under the Israeli Clean Air Act (hereinafter - the Law) valid until January 2031. ICL Rotem is implementing several significant emissions
reduction projects as required in the permit, according to a multi-year plan. The Company is in active discussions with Israel’s
Ministry of Environmental Protection (MoEP) to assure adherence to all stipulations outlined in the permit, including the conditions specified
in an administrative order under Section 45 of the Law, and to achieve satisfactory resolutions to notable timeline execution challenges
for a limited number of projects. |
Europe
In
Europe, emissions are regulated under the EU IED – Industrial Emission Directive, as well as regional and local regulations. Preventive
measures are applied. These regulations are translated into national legislation. Emission limit values for relevant substances are included
as part of the authority's approval. In addition, relevant emissions control is carried out by authority inspection using independent
technical supervisory associations and by self-inspection. Relevant plants in the EU are subject to the European SEVESO directive which
requires regular safety inspections and reports.
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Americas
Air
emissions in the Americas are managed by operating permits issued by the relevant agency responsible for each individual site. In the
US, air permits are issued under the authority of the US Environmental Protection Agency’s (EPA) Clean Air Act. In Brazil, air emissions
are managed under the site’s operation license issued by the relevant state environmental agency. A new air pollution regulation
is expected to come into force in the near future. Our sites in Brazil are taking the necessary steps to be in line with the upcoming
requirements.
Water
We
regard potable water as a high value natural resource and water conservation is an inherent part of our business culture. We expect potable
water to become scarcer across the globe. As water scarcity becomes a pressing global issue due to climate change and other factors, we
are facing greater and stricter regulation of water consumption and wastewater quality as well as an increase in water related costs.
We also anticipate that we will need to invest in additional resources to enhance our water efficiency and wastewater quality at some
of our plants.
Nevertheless,
many of our major production sites are located in Israel which has achieved water supply security due to large investments. Though located
in a water stressed region, Israel manages its water resources efficiently. Due to institutional and regulatory reforms and significant
development of non-conventional water sources, such as treated wastewater and desalination, water production capacity in Israel exceeds
demand. Accordingly, over the last two decades desalination plants and Reverse Osmosis (RO) plants have become major contributors to the
country’s potable water resources, thereby reducing potable water scarcity and water stress risks in the country. Industrial facilities,
such as our facilities in Sodom, are allowed to use non-potable water where possible.
Our
production facilities globally have undertaken various water conservation projects, including use of brackish water and recycling of treated
wastewater. We track water consumption at our facilities and promote water efficiency projects, particularly in relation to freshwater
use.
In
2023, ICL’s Board approved an ICL Group Water Management Policy. The policy outlines our proactive approach and considerable efforts
to enhance our water efficiency, reduce our impact on water sources, and advance innovative solutions for water usage and wastewater disposal
challenges in the areas in which we operate. Regarding Board-level oversight, our CSC Committee is responsible, among other things, for
ICL’s water management.
Regarding
executive management level oversight, the Potash Division’s president and Head of Global EHS is responsible, among other things,
for ICL’s overall water management.
For
further information about water-related issues in Israel, see Note 18 to our Audited Financial Statements.
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By-products,
Waste, Hazardous Waste and Wastewater
We
track and manage our waste streams and take various steps to reduce waste. We identify and seek to maximize potential reuse and recycling
of relevant waste streams, and are proactive in searching for Circular Economy opportunities. For further information, see the “Circular
Economy” section above. During production processes at our facilities, industrial liquids and solid wastes are produced. Storage,
transportation, reuse and disposal of waste are generally regulated by governmental authorities in the countries in which we operate.
Wastewater quality and quantities must comply with local regulations and with permits at relevant sites. We strive to implement zero discharge
policies where applicable. Various production sites have adapted their treatment systems to the standards applicable to them. We track
and manage our waste streams, continuously taking steps to reduce waste and maximize reuse and recycling. Some of our sites are certified
as zero-waste sites. Most of the waste is either treated internally or by external certified vendors.
Although
we strive to minimize the risk of wastewater leakages and unexpected release of hazardous materials or solid waste, such incidents may
still occur due to factors beyond our control. Difficulties in reuse or disposal of waste generated in our facilities could lead to production
interruptions or stoppages, as well as significant costs. If we cannot effectively mitigate and reduce the exposure, our operations could
be materially and adversely affected.
For
further information, see “Item 3 - Key Information— D. Risk Factors“.
Israel
Liquid
and solid waste, as well as other emissions, are regulated by multiple regulations. Our plants in Israel implement waste monitoring and
other management measures. Each plant is required to inform the authorities regarding their amount of waste and treatment method for every
waste stream under Israel’s PRTR (Pollutant Release and Transfer Register) regulation. Wastewater regulations, including effluent
limits, are regulated by the MoEP, as well as partially by local authorities.
Pursuant
to the conditions set by the MoEP in their Toxins Permits, relevant plants in Israel have conducted historical land contamination surveys
which were submitted to the MoEP.
| • |
ICL Dead Sea (DSW) - Salt by-product is transferred to a reservoir
at DSW’s site. DSW uses salt as infrastructure material in various applications. In addition, DSW is examining alternatives for
salt storage/usage. |
| • |
ICL Rotem – In 2024, the site completed the implementation
of a master plan for wastewater treatment, with the principal goal of reducing effluent quantities. The plan also addressed the treatment
of additional wastewater streams created by air emission purification processes, required by the Israeli Clean Air Law. |
As
part of the treatment of liquid and solid waste, the site stores phosphogypsum waste in ponds and piles. In 2021, a new Urban Building
Plan was approved (the 2021 plan), the main objective of which is to regulate areas for phosphogypsum storage reservoirs.
Regarding
the phosphogypsum waste ponds, under the 2021 plan, Pond 5, which has been operational since 2018, is permitted for use until the end
of its expected operational life (currently expected in 2026). The District Committee for Planning and Construction (the Committee) has
approved the submission of a plan to reuse Pond 4 under certain conditions as a replacement for Pond 5 upon the end of its operational
life. However, objections were filed by certain Israeli authorities and others. In January 2025, the Committee held a hearing requesting
additional information, including from the Company, before proceeding with deliberations. The Company believes that it is more likely
than not that a solution for future phosphogypsum waste treatment will be found.
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Additionally,
ICL Rotem has initiated the restoration of its phosphogypsum ponds 1 to 4, previously used by ICL Rotem, in accordance with building permits
and an approved engineering remediation plan, which was formulated based on the ‘Florida Standard’.
Regarding
the phosphogypsum waste piles, regulatory requirements mandate that any future expansion of the storage piles should be positioned on
new protective infrastructure by the end of 2025. In 2023, the Company submitted its plan for restoration of these large storage piles,
including the adaptation of methodologies required by the various regulators. The plan, along with its schedules, was approved by the
MoEP. Furthermore, ICL Rotem is exploring alternative uses for phosphogypsum in collaboration with external partners.
| • |
Neot Hovav - Pursuant to the requirements of the MoEP, the Neot
Hovav site is required to treat remnant hazardous waste in the coming years. This waste is stored in a designated defined area on the
site's premises in coordination with the MoEP. Some of the currently produced waste is also stored in this area. Treatment of the waste
is partially conducted through a combustion facility (Bromine Recovery Unit), which recovers hydro-bromine acid. Additional waste quantities
are sent to external designated treatment facilities. Once the area is cleared, the Company will be required to conduct a soil survey.
For further information, see Note 17 to our Audited Financial Statements. |
| • |
ICL Haifa (F&C) – The phosphoric acid production line
from the 1990’s, which has since been shut down, resulted in a by-product in the form of a phosphogypsum pile, which is currently
stored on site. The Company is taking the necessary actions, in coordination with the MoEP, to comply with regulatory requirements in
a timely manner, including as stipulated in the Toxins Permit issued to the site. |
In
addition, according to the Company's business license, it was required to provide an alternative to the run-off collection-pond. After
the municipality rejected the Company's application for a construction permit, the Company proposed an alternative plan to the MoEP that
provides for an environmental solution without the need for a permit. In December 2024, the MoEP approved the alternative plan without
altering the implementation schedules. The Company is advancing the execution of the alternative plan, while attempting to align with
the MoEP to regulate the plan's execution timeline.
Europe
Liquid
and solid waste, as well as effluents, are regulated under the European IED – Industrial Emission Directive. The Company implements
waste monitoring and other management measures, the results of which we are obligated to inform the authorities. Wastewater regulations,
including effluent limits, are governed by national and, in some cases, local regulations. We are subject to provisions that aim to prevent
pollution and ensure compliance with effluent limit values.
Wastewater
is partly pre-treated and sent to municipalities and third parties for final treatment, before discharge, or discharged to surface waters
without treatment at appropriate levels. In the event solid waste must be disposed, we strive to treat it in accordance with relevant
European requirements.
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| • |
ICL Iberia - A multi-year program is underway to restore large
salt piles, with focus on wastewater drainage and sludge treatment. In April 2021, the Company signed an agreement with the Catalan Water
Agency (ACA), for the construction and operation of new collector infrastructure. The new collector is essential to remove brine water,
which will be used for both restoration and production. For further information, see Notes 17 and 18 to our Audited Financial Statements.
|
| • |
ICL Boulby - All wastewater leaving our site in the UK is according
to a permit issued by the UK’s Environment Agency. The site's wastewater consists of extracted sea water, mine brines, gathered
surface rainwater and water treated at the onsite sewage plant. Multiple parameter limits are imposed on the site by the wastewater permit
and wastewater amounts have been reduced considerably since ICL Boulby started to exclusively produce Polysulphate and Polysulphate-based
products. |
Americas
Liquid
and solid wastes at our Americas sites are managed in accordance with country and state-specific regulatory requirements. In the US, solid
and hazardous waste are regulated by the Environmental Protection Agency’s (EPA), according to the Resource Conservation and Recovery
Act and analogous US state laws. In Brazil, waste is managed under the site’s operation license issued by the relevant state environmental
agency.
ICL
follows a qualification process for waste vendors who assist us in ensuring that waste is properly profiled, treatment standards are followed,
and disposal processes meet regulatory requirements. Wastewater is managed by site industrial discharge permits from federal, state or
local agencies. Wastewater treatment is mainly focused on chemical treatment through systems that are maintained on a regular basis.
| • |
ICL US Gallipolis Ferry - In January 2023, the site entered into
a Consent Order with the West Virginia Department of Environmental Protection (hereinafter - WV DEP) regarding water discharge, allowing
for the development and execution of a plan to meet permit requirements. Followingr timely execution of the proposed plan and milestone
schedule, we found one milestone to be unfeasible for maintaining permit compliance. As a result, we proactively proposed an alternative
plan which the WV DEP accepted, with certain provisions, in 2024. |
China
According
to the Law of the People's Republic of China regarding the Prevention and Control of Solid Waste Pollution and the National Catalogue
of Hazardous Waste, solid waste is collected, stored and transferred. General industrial solid waste is entrusted for comprehensive utilization
by qualified organizations, and hazardous waste is entrusted for treatment by organizations with a Hazardous Waste Business License issued
by the Department of Ecological Environment of Yunnan Province.
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Ecological
Impact
We manage our mineral extraction sites according
to local regulations and rely on concessions granted to us. Our broad and varied operations cover the entire lifecycle of our products,
from the initial production of raw materials to manufacture of final product. As populations grow near our sites, this has become more
challenging. In order to minimize any unexpected disturbances to surrounding communities, we increased our efforts to implement safety
measures in our activities, especially in regard to those which involve hazardous materials.
We
aim to minimize the ecological impact of both our mining and production activities, beginning at the planning stage through the implementation
of recommendations and finally by monitoring and minimizing their impact. We continuously implement relevant operational methodologies
and necessary technologies aimed at preventing unexpected ecological impact. In the event of an ecological impact, we strive to mitigate
and remediate the impact, in accordance with best practices and regulatory requirements, including coordination with the relevant local
authorities. For further information, see “Item 3 - Key Information— D. Risk Factors ".
It should be noted that our Sodom production
facility is located in the Jordan Rift Valley, or Syro-African Depression, a seismically active area. For further information, see “Item
3 - Key Information— D. Risk Factors ".
| • |
ICL DSW – Due to the negative water balance, the water level in the northern basin of the Dead Sea
is decreasing. The receding water level over the years has required ICL to reposition its pumping station northwards to enable continued
operations in the Dead Sea region. This also enables the existence of tourism infrastructure. The P-9 pumping station and feeder canal,
crossing the Tze’elim stream, were constructed to maintain operational continuity. The Tze’elim stream alluvial fan is one
of the largest and most developed of all the surviving fans in the area, and therefore it is important to preserve it and to protect the
biodiversity existing in this habitat. ICL reached an agreement with environmental authorities and organizations according to which seven
culverts were constructed above the excavated canal to allow flood waters to flow through the original flow channel without damaging the
feeder canal, while maintaining the braided channel fan pattern. The culverts serve as an ecological corridor by providing passageways
for animals. We periodically review field data and make adjustments in accordance with the findings. |
The Company installed sealing sheets over
an approximately 2km long section of the 15km feeder canal in the area of the fan, according to the request of Israel's Nature and Parks
Authority, following an unexpected flow of brine which was discovered above ground at the outskirts of the alluvial fan area. As of the
reporting date, the Company reached an understanding with the MoEP regarding the implementation of its remaining requirements. For further
information, see “Item 4 – Information on the company — D. Property, Plant and Equipment — Mineral Extraction
and Mining Operations- Dead Sea” and Note 18 to our Audited Financial Statements.
| • |
ICL Iberia - ICL Iberia’s past activities have resulted
in the salinization of some water wells in the Suria and Sallent sites. This resulted in compensation claims from owners of land surrounding
the sites. |
| • |
ICL Rotem – |
In
2020, an application for a class action was filed against the Company according to which, discharge, leakage, and seepage of wastewater
from Rotem’s Zin site allegedly resulted in various environmental hazards and damage to the Zin stream. In November 2022, the parties
signed a procedural arrangement to resort to a mediation process in an attempt to settle the dispute outside of court. For further information,
see Note 18 to our Audited Financial Statements.
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In 2018, an application for certification
of a claim as a class action was filed against the Company claiming it allegedly caused continuous, severe and extreme environmental hazards
through pollution of the “Judea group – Zafit formation” groundwater aquifer and the Ein Bokek Spring with industrial
wastewater. In October 2023, Israel's Supreme Court ruled that the application for certification is approved regarding a limited class
constituting visitors to the Bokek stream. In accordance therewith, the application for certification limited to such group will be reviewed
by the District Court. With the renewal of the proceedings in the District Court, the plaintiffs filed a request for interim relief regarding
the restoration of the Bokek stream to which the Court ordered the State to respond. In September 2024, the parties reached a deliberative
arrangement by which the parties will pursue an agreed mechanism for the improvement of the water flow in the reserve. In addition, it
was determined that evidence hearings will be held from May to July 2025. For further information, see Note 18 to our Audited Financial
Statements.
Part
of the environmental challenges that our ICL Rotem site faces and deals with include environmental class actions against the Company that
also pertain to environmental damages originating in the period that ICL was owned by the Israeli government prior to its privatization.
| • |
ICL R&D Beer Sheva - A soil survey was conducted, the results
of which point to soil contamination. ICL is acting in accordance with the survey's findings and related MoEP guidelines. A pilot for
the clearing process of the contaminated soil is expected to begin in 2025. |
| • |
lCL Periclase - In 2023, brine, a non-hazardous substance, leaked
from a ruptured pipeline in a nature reserve. No significant damage was recorded. As a result, several hundred meters of pipes were replaced
during 2023 and 2024, including in the Dead Sea Works area. The company is acting in full coordination with the authorities.
|
| • |
Brazil - After conducting soil surveys at our Brazilian sites,
we identified some immaterial historical soil and groundwater contamination. In response, we are actively engaged in remediation efforts,
while maintaining close cooperation with governmental agencies and local regulators. |
Biodiversity
Biodiversity,
also called biological diversity, is the variety of life found in a place on Earth. A common measure of this variety, called species richness,
is the count of species in an area. We recognize the need to consider environmental factors when using land and managing our operations,
particularly in ecologically sensitive areas, including areas with unique cultural value. We are committed to ongoing consideration of
the impact of our activities on biodiversity in our decision making.
Examples
regarding our management of biodiversity at some of our mining sites include the following:
| • |
ICL DSW - Sodom Saltmarsh Lake. The Ashalim reservoir, located
south of ICL’s Dead Sea site is a wet habitat, situated within a typical arid habitat. It is abundant with rich biological diversity.
ICL Dead Sea, whose excavations in the region created this wet habitat, takes extra measures to preserve it and invests in making this
unique habitat accessible to the public. In the past, the Sodom salt flats area was a resting stop and habitat for migrating birds. Today,
due to changes in the land’s use for agriculture, residential and industrial purposes, almost no salt flats remain. These flats
have unique characteristics with high salinity in the soil and unique species that have adapted to these extreme conditions. The salt
flats in Israel are a rare habitat and have been shrinking over time. The Sodom Saltmarsh Lake has become a salt flat substitute. In recent
years, the lake has maintained relatively good water quality, and we continue to monitor it closely. Additionally, vegetation has also
been planted in a stable water environment to support the ecosystem. The lake now serves as a resting spot for migrating birds and a nesting
site for a wide range of species. We have also invested in additional infrastructure to provide the public with better and safer access
to the Sodom Saltmarsh Lake. |
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| • |
ICL Rotem - Over the last 8 years, ICL Rotem has participated
in academic cooperative research with Ben Gurion University of the Negev, which is examining the ecological and biodiversity effectiveness
of mine reclamation. The parameters being researched include soil chemistry, soil microbiology, vegetation growth potential, abundance,
arthropod animals and remote sensing land analysis. Following the initial research results and as part of the rehabilitation process,
we are creating micro-topography to diversify the landscape. We also created a seed bank from seeds we collected from the field as part
of our contribution to the rehabilitation and recovery of vegetation in reclaimed areas. |
| • |
ICL Boulby - Adjacent to ICL Boulby’s mining facilities,
and within its operational area, are non-developed turfs where important habitats and species flourish. Most notable are the woodlands
at Mines Wood and Ridge Lane Wood, near Dalehouse. These are some of the most wildlife-rich woodlands in the Northeast England/Yorkshire
areas. The woodlands are home to invertebrates, birds and mammals. For over a decade ICL Boulby has worked with the Industry Nature Conservation
Association (INCA) to monitor and manage the wildlife that exists in proximity to the mine. Key to this process is a Site Biodiversity
Action Plan (Site BAP), operated by ICL Boulby within its operational area. The Site BAP is designed to conserve key habitats and species
which live at the site and is assisted by INCA annually. For further information, see “Item 4 – Information on the Company
— D. Property, Plant and Equipment — Mineral Extraction and Mining Operations”. |
Hazardous
Substances
Some of the materials used in our facilities
around the world (such as raw materials, etc.) are hazardous materials, as are some of the materials found in our finished products. These
materials require government approvals and registrations that demonstrate that they are secured and maintained, that appropriate safety
measures and storage procedures are in place, and that procedures for use and handling exist and are implemented, as well as maintained,
according to requirements. In addition, steps are taken to reduce the likelihood of the release of hazardous materials by method and route
of material transportation, certifying transport providers, and meeting transportation requirements by using advanced technological features
to the trucks and trains that transport these materials, as well as training employees, contractors, and suppliers to properly handle
these materials. We take measures to reduce the likelihood and potential severity of incidents in the event of exposure to hazardous materials.
This includes risk assessment, training, personal protective equipment (PPE), and other relevant mitigation measures for employees and
contractors. We prepare for hazardous materials incidents by training emergency teams and purchasing appropriate equipment to deal with
these types of incidents.
We are committed to bringing safe products,
with reduced environmental impact, to market, and we ensure full compliance with all regulations, laws, conventions, statutes and standards
related to chemical management. Accordingly, scientific information is generated on all our products in GLP-certified laboratories using
worldwide testing guidelines (OECD, OPPTS). These includes physic-chemical properties, and toxicological and environmental tests. The
generated data ensures safer chemicals for people and the environment. The data is incorporated into a formal dossier and includes a chemical
safety assessment which is submitted to relevant regulatory authorities for evaluation and approval.
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We are also devoted to communicating accurately
information that reflects the scientific evidence used in making the hazard risk determination. Hazardous products produced or imported
by ICL are classified in accordance with GHS/CLP criteria, and information concerning the classified hazards is transmitted to ICL customers
and employees. The transmittal of information is accomplished by means of comprehensive hazard communication documentation,
including Safety Data Sheets (SDS), labels, letters to customers, declarations, and safety cards for employees. Where required by regulations,
exposure scenarios are also communicated to the value chain. Emergency contacts for all regions appear on all our SDSs and labels.
Safety
and Environmental Stewardship of Chemicals
ICL’s brand promise is to create impactful
solutions for humanity’s sustainability challenges by leveraging our unique resources and technological ingenuity. As stated above,
we are committed to the UN’s SDGs. ICL’s approach to developing new products and services is reflected in the processes that
we are applying. ICL’s RD&I practices have evolved in this perspective over the past few years, from supporting business continuity
to adopting a “Sustainability Index” when developing new products. The index includes a GO/NO-GO decision-making analysis
based on defined environmental criteria in the development of new products. We also incorporate Green Chemistry principles. The index
was developed as a quantitative model for products in development, and its purpose is to set parameters for sustainable products in the
development stage. We combine environmental, health and safety criteria with commercial and operational considerations. Potential products
are rigorously tested using the index for product development. Index methodology is implemented in the R&D units of our Industrial
Products, Phosphate Solutions and Growing Solutions segments. Each segment has its own specific variations to match its specific product
types. Based on rating results, changes are incorporated into the development process. The objective is to develop the most sustainable
products for the specific intended use. Products that are categorized as “NO-GO” are discontinued in the development stage
and are not commercialized.
The next phase of our evolution includes using
the UN SDG’s as conceptual guidelines in our RD&I strategy. Our RD&I unit is embedding impact strategy and criteria. The
unit has developed a data-driven impact assessment tool for all RD&I projects to support ICL’s actions on tackling climate change,
advancing food security, promoting sustainable agriculture and contributing to human health, safety and wellbeing. This strategic component
is part of our positive impact product development processes. We also implement Circular Economy and biomimicry concepts to reduce our
environmental impact, as well as take into consideration eco-design principles and Product Carbon Footprints (PCFs). Through our impact
assessment tool, we scope potential and risk, define and optimize the potential for positive impact, and establish clear and measurable
goals which are monitored and reported.
In addition, we are addressing various Green
Chemistry principles, both in the development of new products, as mentioned above,
and during the use phase of our products. One example is our SAFR®-A Systematic Assessment for Flame Retardants. For certain industrial
products, we recommend best practices for the use of many of our products as part of the service we provide to our clients. The SAFR®
methodology, developed by ICL,
provides an evaluation of flame retardants in their applications, enabling users to select the most sustainable product for the intended
use. SAFR® incorporates an estimated exposure component based on the level of contact to humans and/or the environment and measurable
potential emissions of flame retardants during their use. The assessment of a given flame retardant with SAFR® leads to the identification
of uses that are either recommended, acceptable, or not recommended/an unacceptable hazard,
in which case alternatives should be identified. We are planning to add chemical attributes that identify the best choice for End of Life,
Recyclability and Re-use. This will make the SAFR® tool better equipped to support Circular Economy.
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Group Limited 128
Limitation
Regulation and Registration of our Products
As a global specialty minerals company, we are subject to an
abundance of product safety regulations. We ensure that the substances we produce and sell are managed in full compliance with these regulations
throughout their life cycle. Such regulations, among other requirements, impose limitations on the use of certain substances and products,
and mandate that we register and label some of our products. We continuously monitor rules and regulations,
and take the necessary operational measures to maintain full compliance. For further information, see “Item 3 - Key Information—
D. Risk Factors".
Global
Regulations
Participation
in Industry Associations
We are an active member of several industry associations to
safeguard our products. The most prominent associations include the International Bromine Council (BSEF), which promotes the benefits
of bromine and bromine technologies for society and economy, the North American Flame Retardant Association (NAFRA), which promotes the
benefits of flame retardants in the Americas and Canada, and the Phosphorus, Inorganic and Nitrogen Flame Retardants Association (PINFA),
which works in partnership with stakeholders (NGOs, environmental entities, consumer associations, scientists, regulators, fire safety
experts, user industries, etc.) to ensure the safe use of flame retardant products.
International Fertilizer Association (IFA)
- ICL is actively engaged through the International Fertilizer Association (IFA) and its relevant committees to promote sustainable practices,
innovation, and the responsible use of fertilizers, aiming to advance environmental stewardship, improve agricultural efficiency, and
support the global transition toward more sustainable food production systems. IFA and its members work closely together to address the
industry's most pressing challenges, advocating for the development of sound policies and practices that promote sustainable agriculture
on a global scale. This includes supporting regulatory changes and initiatives that impact fertilizer use, environmental standards, and
agricultural productivity. IFA also collaborates with global organizations, legislators, regulators, and policymakers to ensure that the
industry is aligned with evolving environmental and agricultural regulations. This collaborative approach fosters a unified voice for
the fertilizer industry, helping to shape the future of global food security and environmental sustainability.
ICL
is also a member of the European Chemical Industry Council (CEFIC) and the American Chemistry Council (ACC), where we are members of various
task forces to ensure that we remain in compliance with Responsible Care and Sustainability programs.
As
an active member of the International Association for Soaps (hereinafter - A.I.S.E.), Detergents and Maintenance Products, we are closely
involved in the ongoing revision of Detergents Regulation, monitoring developments, and supporting A.I.S.E.'s position against new phosphorus
(P) limits for industrial/institutional and consumer products.
The
European Commission’s Impact Assessment found such limits unnecessary, noting our sector's minor role in phosphorus releases to
aquatic environments and highlighting that further P reductions could harm product performance and sustainability.
Currently,
proposals from the European Commission, European Parliament, and Council are ready, allowing trilogue negotiations to begin; however,
upcoming European Parliament elections are causing delays. These negotiations began in late 2024, and will potentially conclude in early
2025, with the regulation entering into force later in the year - pending confirmation of the timeline.
In
Brazil, ICL is a member of several associations, some of which are listed below, that aim to discuss with the government and defend the
interests of the fertilizer, inoculant, biological product, and animal and human food industry. All these associations have a government
interface in the discussion of new laws and regulatory guidelines, bringing important updates to their members (for example, regarding
the progress of the Bioinputs law) and defending their interests before regulatory entities.
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| • |
ABISOLOS: Brazilian Association of Plant Nutrition Technology
Industries. The association focuses on defending the interests of foliar and specialty fertilizers industries. It recently expanded its
scope to also operate with adjuvants and biological inputs. |
| • |
ANPII BIO: National association of inoculant producers and importers.
It was created to work with the inoculants industry. It recently expanded its scope to the bioinputs segments, including Biocontrol.
|
| • |
ABIAM: Brazilian Association of Industry and Commerce of Food
Ingredients and Additives. Association focused on defending the interests of the additives industry for use in human food. |
In
Israel, ICL is a member of the Manufacturers Association that aims to discuss and defend the interests of ICL's industrial sites and business.
This association also has a government interface to discuss new laws, regulatory guidelines, and other arrangements, as well as to bring
important updates to its members.
These
collaboration and network activities help us to work and relate to new classifications and regulations in the bromine compounds industry.
The trade associations’ group activities, which include ICL, work diligently, to avoid unnecessary classifications with the help
of additional external experts in the field of toxicology and other respective disciplines.
Micro-plastics
In
September 2023, the European Commission adopted measures that restrict microplastics intentionally added to products under the EU chemical
legislation, REACH, as well as under Regulation (EU) 2023/2055. The new rules will prevent the release into the environment of about half
a million tonnes of microplastics. They will prohibit the sale of microplastics as such, and of products to which microplastics have intentionally
been added and that release such microplastics when used. When duly justified, derogations and transition periods for affected parties
to adjust to the new rules apply.
Our
main products which are subject to these requirements are fertilizers, and, to a lesser extent, other products such as flame retardants.
We are closely observing the changes in requirements to remain in compliance.
ICL
closely monitors new microplastics activities in the US to ensure compliance with any upcoming requirements and obligations.
PFAS
Europe
In February 2023, The European Chemical Agency
(ECHA) published details of a proposed ban on the production, use, sale and import of some 10,000 PFAS. The purpose of the ban is to keep
PFAS out of the environment. However, ECHA has recently acknowledged the importance of PFAS in industrial equipment applications and indicated
that additional sections on these uses will be incorporated into the restriction proposal. The timeline and ultimate outcome of this assessment
remain unclear. The European Commission is intends to present the proposal to Member States formally in 2025. If passed, it would constitute
one of the largest chemical substances bans ever in Europe.
We
are looking to actively replace any potential PFAS uses and have already limited them to a small extent.
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US
A
final ruling under the Toxic Substances Control Act (TSCA) will require all manufacturers (including importers) of PFAS and PFAS-containing
articles in any year since 2011 to report information to the EPA on PFAS uses, production volumes, disposal, exposures, and hazards.
Reporting is due by January 11, 2026. This will be coordinated with the EU requirements to combine the efforts.
Chemicals
Regulation and Registration
Europe
and UK
The
EU has established one of the world’s most comprehensive chemical regulatory frameworks known as REACH, which establishes a framework
for registration, evaluation, authorization and restriction of chemicals in the EU. Chemicals imported or manufactured in the UK are regulated
by a new chemical regulation called UK REACH.
All
our segments have implemented REACH and are registering their chemicals as required by law. We believe that we have registered all chemicals
relevant to our businesses in the EU (production and import) as of the date of this Report. In addition, certain products are in the process
of evaluation under the Biocides Products Regulation (BPR).
A number of ICL substances are ongoing evaluation
under REACH, including specific products from our Industrial Products segment. Some substances have been designated as a ‘Substance
of Very High Concern’ (SVHC), which may lead to certain regulatory restrictions.
ICL
is preparing for this outcome by introducing new, alternative products for those market segments where they are required. In addition,
we and our industry partners are actively involved in the regulatory process to ensure that decisions are made on valid grounds and to
determine where safe use can be proven to safeguard the market where no risk to people or the environment is expected. For further information,
see “Item 3 - Key Information— D. Risk Factors".
| • |
The European Commission’s Ecodesign E-Display regulation,
which has been in force since March 2021, bans the use of halogenated flame retardants in electronic display enclosures. We are closely
monitoring future developments and proactively engaged in innovative chemical design, informative chemical selection tools and end of
life solutions to respond to these challenges. |
| • |
Borate salts and boric acid – Some of our products changed
their classification (SDS, labeling) due to the reproductive classification of concentration limit. The industry has already expressed
a requirement to re-formulate to exclude these salts and ICL is working on respective solutions and replacements. |
| • |
Ammonium Bromide: |
| - |
The final decision by BPR on the use of biocides using ammonium
bromide as a precursor is unknown at this stage. |
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Flame
Retardants
In
March 2023, ECHA released a Regulatory Strategy for Flame Retardants, focusing on halogenated and organophosphorus variants, constituting
70% of the organic flame-retardant market. The strategy prioritizes brominated flame retardants, particularly aromatic ones, for restriction,
following the Restrictions Roadmap. Future assessments will address non-halogen and organophosphorus flame retardants. Aromatic brominated
variants raise concerns due to suspected PBT/vPvB properties, warranting minimized release. Aliphatic brominated and organophosphorus
flame retardants exhibit diverse human and environmental hazards, with ongoing data generation to verify potential risks. Proposed restriction
proposals await conclusive data from ongoing studies. The following assessments of regulatory needs that effects flame retardants were
published by ECHA:
| • |
Tetrabromobisphenol A (TBBPA or TBBA) flame retardant is under
review as part of REACH. The result of the review is that TBBA is classified as a Carcinogen 1B and is, as SVHC, added to the candidate
list for Authorization. The advocacy team is actively working to identify uses that may be exempt from any potential restrictions. Currently,
no uses have been banned, and it appears that the 'reactive' use in PCBs is not within the scope of ECHA. Any proposed restrictions will
take several years to be implemented and enforced. |
| • |
Fyrol PCF (TCPP) – an NTP study concluded that TCPP is a
carcinogen at highly elevated exposures. In response, Europe is moving to classify the chemical as Cat. 1B thus imposing new restrictions
on selected consumer uses. However, in other applications, such as insulation, industry consortiums have calculated large safety margins
for TCPP exposures. Based on its own review, the industry has self-classified TCPP as Cat. 2. Furthermore, discussions concerning the
potential ED (Endocrine disrupter) properties of TCPP are still ongoing, adding another layer of complexity to the regulatory considerations
surrounding this chemical. Denmark has submitted a proposal to ECHA to classify TCPP as Carcinogenic, Reproductive Toxicity and Endocrine
Disrupting Effects (ED). TCPP is expected to be declared as SVHC. |
| • |
Triphenyl Phosphate (TPhP): Triphenyl Phosphate (TPhP) was added
to the SVHC list on 7 November 2024 due to endocrine disrupting properties in the environment. This is expected to be classified according
to the CLP regulations, either authorizing or restricting the substance. Many PFRs and PISs contain TPhP as a by-product formed during
production. While some products with high TPhP levels may face restrictions, we have solutions for certain PFRs and PISs and are actively
working on solutions for others. |
| • |
Decabromodiphenyl Ethane (DBDPE): Sweden has proposed to classify DBDPE as vPvB. If approved,
the next step is adding it to the SVHC list followed by authorization or restriction. In Canada and Australia, DBDPE is also under pressure.
As a result, the future of this substance is very uncertain. |
We
are actively engaging with ECHA and EC through an advocacy approach to understand their information requirements and to provide input
for science-based decision making on any potential restrictions, aiming to avoid or minimize the impact on both ICL as well as the industry
as a whole. In addition, our R&D departments are identifying potential alternative products.
As all chemicals used in flame retardants
are under high pressure, ICL is investigating and investing in several replacement chemicals and products such as Veriquel R100 which
can serve as alternatives to TCPP and TDCP.
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EU
Chemicals Strategy for Sustainability
In
addition to REACH and the various chemical-specific limitations described above, the European Commission has introduced a new Chemicals
Strategy for Sustainability (CSS).
CSS
was launched in October 2020 to provide a new long-term strategy for chemicals related policy, in line with the aims of the EU Green Deal.
The strategy contains around 80 action points, which may have a significant impact on existing or future legislative frameworks such as
CLP (Classification, Labelling and Packaging Regulation) and REACH.
Main
changes introduced by the revision of the CLP:
| • |
Modification of the harmonized classification and labelling
process (legally binding classifications) to prioritize new hazard classes, carry out classifications for groups of substances, increase
the number of dossiers and automatically recognize the classification of substances determined in other regulatory frameworks such as
REACH. |
| • |
CLP new classifications: Endocrine Disruptors (ED for human health
or for the environment), Persistent, Bioaccumulative and Toxic (PBT) & Persistent, Mobile & Toxic (PMT) that will be used to classify
chemicals and introduced in SDSs and on labels. |
| • |
New classification criteria for substances with more than one
constituent, for which the classification criteria of mixtures for certain hazards will be applied, based on the information of their
constituents. |
| • |
Inclusion of new rules in relation to notifications to the
public inventory of classification and labelling. |
| • |
Widespread use of drop-down labels. |
| • |
Specifying formatting requirements for labels with respect
to text font size, line spacing, and background color. |
| • |
Regulation of the use of digital labelling, although
not as an alternative to physical labelling. |
| • |
Expansion of the information to be included in online advertising
and sales. |
| • |
Determination of deadlines for updating labels due to
modifications in classification or other information. |
| • |
Clarification of the responsibility of distributors in the notification
of toxicological data sheets to poison centers. |
ICL
participates in CEFIC Task Forces to collaboratively address the issues in the CSS. In addition, we play a leading role as an active member
of BSEF and PINFA, engaging in discussions with EU authorities, Member States and regulators. Our aim is to prevent flawed regulations
that could undermine our strategic goals within the flame-retardant industry.
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New
European Fertilizer Product Regulation (hereinafter – FPR)
FPR
covers a broad scope of materials, including all types of fertilizers, liming materials, biostimulants, growing media, soil improvers,
inhibitors and other blends of these materials. The new regulation requires fertilizer producers to monitor new contaminating elements
in fertilizer products. In addition, pursuant to FPR, fertilizer producers will have to demonstrate the ability to track their products
to ensure their quality in the production and supply chain. The labelling of fertilizer products will need to change, and conformity assessment
methodologies will need to be updated. Moreover, new tolerance levels for fertilizer contaminants are included in the FPR. One area of
focus is the level of cadmium in fertilizers containing phosphate. In addition, FPR includes very challenging biodegradation requirements
for polymer coatings on controlled release fertilizers. These requirements need to be established by ICL by July 2026 for its continued
sale of controlled release fertilizers. We are actively undertaking steps to adjust to these new regulations for all our relevant products.
The
topic of biodegradable criteria is high on the agenda. Our first biodegradable coating is already on the market (eqo.S/eqo.X). ICL is
working on additional specific coating materials to cover the biodegradability and the polymeric as well as the microplastic impact.
The
delegated act ((EU)2024/2770) related to the biogradability test criteria was published on October 28, 2024. This establishes official
testing criteria for all CMC9 (polymers other than nutrient polymers) having either water retention capacity/wettability properties or
that control water penetration into nutrient particles, to release the nutrients. In response, ICL has initiated the development of additional
biodegradable coatings, expanding its portfolio.
The
US
The
Toxic Substances Control Act of 1976 (TSCA), which was reformed in 2016, addresses the production, importation, use, and disposal of specific
chemicals in the US. The TSCA is administered by the US Environmental Protection Agency (EPA), which regulates the introduction of new
and existing chemicals. Some ICL products, such as TBBA, are under TSCA evaluation. We are engaged in collaborative industry consortiums
that are responding to EPA reviews, which may entail regulatory decisions on restrictions.
The Washington State Department of Ecology
(WA DOE) has moved to regulate TCPP in consumer insulation applications. A final regulatory decision is expected to be issued by June
2025.
We
are also engaged in additional activities, including the following:
| • |
Regarding food ingredients, a US petition exists to increase the
levels of sodium alginate used in plant-based products. This has a positive impact on specific ICL formulas. |
| • |
The FDA has created a proposal to expand its standard of identities
for foods to include salt substitutes. ICL is working on a variety of products to use the approach. |
| • |
The EPA has released final guidance for pesticide submissions
for new outdoor uses that require endangered species act reviews. |
| • |
Like the EU, the US is implementing an Endocrine Disruptor Screening
Program (EDSP) with near-term strategies for implementation. From the experience ICL is gaining in the EU, the preparation of appropriate
data will be assured. The FDA has announced the annual monograph forecast which includes testing procedures for fluoride dentifrice products.
ICL is monitoring the forecast for any impact on its product. |
| • |
California's Proposition 65 proposed sweeping changes related
to warning requirements. |
ICL
Group Limited 134
| • |
Furthermore, we expect numerous anticipated rulemakings for PBTs
and NANO materials and will implement those in our respective strategies. |
Canada
Following
public concern and pushback from various stakeholders, including under our NAFRA banner, the Canadian government has postponed any final
decisions on ECCC's proposed market restrictions on DecaEthane until 2025. The proposal, despite offering extended compliance timelines
for key industries, continues to face strong opposition in the marketplace. Notably, Japan, Korea, the US, and other countries plan to
contest the regulation at the WTO.
Asia
In
addition to REACH requirements in the EU, other countries, including South Korea, Turkey and EAEU (Eurasian Economic Union), have adopted,
or are in the process of adopting, restrictive regulations like REACH which may affect our ability to manufacture and sell certain products
in these countries in the future. We are actively working to ensure compliance within the specified deadlines.
China
In 2021, a new industry standard for Polysulphate
(as a fertilizer) was published in China. ICL has assessed the options to meet these new requirements and the effect of the new standard
on the supply of Polysulphate to the Chinese market.
| • |
In December 2023, ICL’s Polysulphate STD temporary registration
renewal request was rejected. We are in close contact with the Ministry of Agriculture (MoA) regarding the possibility of extending the
registration for an interim period. Despite our efforts, the registration has not been extended. |
| • |
We have initiated the process of registering Polysulphate under
a new category as a soil conditioner. Registration applications were submitted to MARA China in 2024, with decisions expected in 2025.
|
Israel
Following
Israel's acceptance into the OECD in 2010, Israel's MoEP published a draft law to establish a national repository of industrial chemicals
and established processes for risk assessment and management of chemicals in Israel.
We
are actively involved, via the Israel Manufacturers Association, in providing input regarding the proposed law, in order to ensure regulatory
compliance
This
law applies to manufacturing, importing or placement on the market of products in amounts in excess of 10 tonnes. Its impact on ICL, as
well as other importers and manufacturers in Israel, includes additional costs and complex administrative processes.
Ukraine
In
Ukraine a similar chemical requirement, like REACH, was announced. We are closely examining the required data for our respective chemicals
submission.
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Brazil
Bioinputs
Law
On
December 24, 2024, Law No. 15,070/2024 was enacted, regulating bioinputs in Brazil. Bioinputs are defined as products of plant, animal,
or microbial origin, including those derived from biotechnological processes or structurally similar and functionally identical to natural-origin
products used in agriculture, livestock, aquaculture, and forestry, including conventional, organic, and agroecological systems.
Products
classified as inoculants, biofertilizers, biostimulants, and biopesticides were previously regulated by separate laws and will now be
regulated by this new law. Its implementation will depend on additional regulations and continuous collaboration among regulatory bodies,
industry, and producers will be crucial to define the changes and the impacts of these products.
The
law also regulates on-farm production, meaning that rural producers are authorized to produce bio-inputs for their own consumption.
It will be necessary to monitor the dynamics of the business to assess potential economic impacts for the Bio-input Industry
Fertilizers
The
law that regulates fertilizers in Brazil was published in 1980 and includes Decrees and complementary normative published in the 2000s.
A
recent "Self-Control Law" was enacted in December 2022 and its Decree in July 2024. The Self-Control Law implements the Self-Control Plan
(PAC) by increasing the industry’s responsibility throughout the production chain with significant increases in fines in case of
violations. Fertilizer and inoculant industry associations (such as ANDA, ABISOLOS, ABINBIO) have worked with the Ministry of Agriculture
to review the Decrees currently in force with the aim of contributing to a text that is appropriate for national agriculture and the sector's
needs for innovation.
The
new Decree and sub-legal regulations are expected in 2025. However, considering the publication of the Bioinputs Law, the entire text
must be revised again and there is no forecast for a new publication.
Feed
– Products for animal nutrition.
The
law regulating products intended for animal nutrition was published in 1974 and, like fertilizers, was also updated by the Self-Control
Law in 2022.
The
new Decree was published in May 2024 and implements important changes such as the registration of international manufacturers, changes
in the registration of establishments, self-control programs, adjustments to fines in the Self-Control Law, and the like.
Food
Additives
In
2023, ANVISA published a new regulation consolidating the normative on additives for use in food. In this new standard, the description
of the nomenclature of phosphates was changed, but following ICL's defense to ANVISA, the use of internationally approved nomenclatures.
This defense avoided the need to review all of ICL's internal documentation relating to phosphates as well as obsolete printed labeling,
whether from ICL or from customers who use phosphates as additives.
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Group Limited 136
In
parallel, there is a review of the Mercosur standard which, once consolidated (expected for 2025), should promote a new complete review
of the legislation currently in force for additives. ICL, through the industry associations (ABIA and ABIAM), is working to ensure that
the nomenclatures currently used by the Company are considered in this new standard to avoid greater impacts for the Company.
Food
Grade Products Regulations
Our
food additives are strictly regulated by a wide range of legislation and global standards, established by national agencies such as the
European Commission, the US Food and Drug Administration (FDA) and the National Health Commission State & Administration of Market
Supervision in China.
Regulatory
developments in the food sector are dynamic and frequently reviewed and/or assessed by regulators and periodically updated in order to
assure a high level of protection of human life and health. These developments are being closely monitored by us, and we introduce appropriate
adjustments to our product portfolio as needed, in accordance with the revised requirements.
Our
food grade products are produced in plants certified for food production. Therefore, all our food plants implement quality and food safety
systems that are monitored by internal and external audits. For further information, see “Item 3 - Key Information— D. Risk
Factors".
Business
Licenses and other permits
In
the ordinary course of our business activities, we hold business licenses and permits, and receive governmental approvals that are related
to environmental, health and safety, issued by various regulatory agencies to operate our facilities. We may be required to obtain or
renew such licenses, permits, and governmental approvals in the future to continue our current or future operations throughout the world.
We strive to comply with the terms and conditions set forth in our business licenses and permits, as applicable, and in the event of any
non-compliance, we act to alter our activities in full coordination with the relevant agencies.
In
January 2024, ICL Terneuzen (IPT) was granted a new environmental permit, as part of which, IPT is obliged to perform studies and improve
its overall performance. The new permit includes several environmental requirements, including air emissions and wastewater treatment,
which require investment over the next several years. As stipulated in the permit, upon the update of the material listed in the continuously
changing Substances of Very High Concern (SVHC) list, adaptive actions are initiated. The
authorities have approved the three-year compliance plan (SEVESO), with a few minor requirements that are expected to be resolved by the
end of 2025. For further information, see “Item 3 - Key Information— D. Risk Factors.”
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Group Limited 137
Water
Wells Production Permits
ICL
Dead Sea - Water supply to DSW is accomplished via approximately 40 drills, most of which are located within the concession area. The
drills require a drilling license issued by the Water Authority.
The
seven "Ein-Ofarim" drills are located outside the concession area, and DSW is therefore required to sign, from time to time, lease contracts
for limited periods with the Israel Land Authority (ILA). The contracts renewal process is lengthy, and DSW has been working for several
years to renew them. As of today, all seven contacts have been renewed until 2026.
In
addition, at the beginning of every year, the Water Authority issues the Company with a water production license that defines the production
capacity of each drilling.
ICL
Iberia - ICL Iberia's past activities have resulted in the salinization of some water wells in the Suria and Sallent sites. A remediation
plan has been presented to the authorities and actions have begun to be implemented with satisfactory results. For further information,
see note 17 to our Audited Financial Statements.
In
2017, the Israeli Water Law was amended, according to which saline water of the kind produced for Dead Sea plants by the Company's own
water drilling is charged with water fees. In October 2021, as a response to the Company’s objection to the charges relating to
water drilling within the concession area, the Water Authority informed the Company that water fees will not be charged for water production
within the concession area. This decision was based on the opinion of the Ministry of Justice, according to which the royalty's arrangement
established in the Dead Sea Concession Law, 5771-1961, is the sole arrangement for collecting payment for the right to extract water in
the concession area, and, therefore, it is not legally possible to impose additional charges for water fees in addition to the royalties.
In September 2022, the Company was presented with two petitions filed in Israel’s Supreme Court, one by Adam Teva V’Din, and
the second by Lobby 99 Ltd., against the Water Authority, Israel’s Attorney General, the Ministry of Justice, Mekorot Water Company
Ltd. and the Company. For further information, see Note 18 to the Audited Financial Statements.
ICL
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C. ORGANIZATIONAL STRUCTURE
A
list of our main subsidiaries, including name and country of incorporation or residence, is provided as an exhibit to our Form 20-F filed
with the US Securities Exchange Commission, which can be found at www.sec.gov.
ICL
Group Limited 139
D. PROPERTY, PLANT AND EQUIPMENT
The
Company operates production facilities at its worldwide locations, including the following:
| • |
Israel: under the Israeli Dead Sea Concession Law, 1961, as amended
in 1986 (the “Concession Law”), we have lease rights until March 31, 2030, for salt and carnallite ponds, pumping facilities
and productions plants at Sodom. We have other production facilities in Israel, situated on land with a long term lease, including the
Oron and Zin plants at Mishor Rotem of the Phosphate Solutions segment (the lease agreements for the Oron and Zin plants have been under
extension processes, since 2017 and 2023, respectively), production facilities at Naot Hovav of Industrial Products segment (leased until
2027-2075), as well as production, storage and transportation facilities together with chemicals and research laboratories at Kiryat Ata
that belong to the Growing Solutions segment (leased until 2046-2049). We also use warehouse, loading and unloading sites at Ashdod and
Eilat ports (leased until 2030). |
| • |
Europe: |
Germany:
Production plants of the Phosphate Solutions segment are located at Ladenburg. The production plants of the Growing Solutions segment
are located at Ludwigshafen. The production plants of the Industrial Products segment are located at Bitterfeld. All the plants, in addition
to Ludwigshafen, are leased by the Company.
The
Netherlands: Production plants of the Industrial Products segment at Terneuzen are owned by the Company. A facility of the Phosphate Solutions
and Growing Solutions segments in Amsterdam is held under a lease until 2040.
Spain:
Concessions at the potash and salt mines are held under concession agreements described below. Potash and salt production plants, warehouses
and loading and unloading facilities of the Potash segment at Catalonia are owned by the Company. Most of ICL Iberia's shipments are made
via a terminal it owns at the port of Barcelona (Trafico de Mercancias – Tramer).
UK:
Rights to polyhalite and salt mines are held under concession agreements described below. Polyhalite and salt production plants and warehouses
of the Growing Solution segment in Cleveland are owned by the Company. The warehouses and bulk loading and unloading facilities at the
port are leased until 2034. The company owns three peat moors of the Growing Solutions segment and a plant for producing growing media
in Scotland. The Growing Solutions segment also owns a plant in Daventry for producing water conservation and liquid plant nutrition products
along with a fertilizer blending site in Rugby.
Belgium:
The Growing Solutions segment owns a production facility in Grobbendonk for producing water soluble fertilizers.
| • |
North and South America: |
The
US: Production plants of the Industrial Products segment in West Virginia are mainly owned by the Company. The production plants of the
Phosphate Solutions segment in Lawrence, Kansas and St. Louis, Missouri are owned by the Company. The production plants of the Growing
Solutions segment in South Carolina are operated under leases ending in 2025. The production plant in Fresno, California is owned by the
Company and the production plant in Adel, Georgia is under a lease which expires in 2031. These plants support the North America production
of dry and liquid Specialty Fertilizer and Adjuvants.
ICL
Group Limited 140
Brazil:
Production plants of the Phosphate Solutions segment at Sao Jose dos Campos and Cajati are owned by the Company.
Production
plants of the Growing Solutions segment at Suzano I and Suzano II (liquid fertilizers, water-soluble fertilizers, animal nutrition, micronutrients
fertilizers), at Uberlandia (improved efficiency phosphorus fertilizers), at Jacarei I (secondary nutrients fertilizers), at Maua (micronutrients
fertilizers), at Cruz Alta (liquid fertilizers) and at Cidade Ocidental (liquid fertilizers) are owned by the Company. The production
plant at Jacarei II (controlled-release fertilizers) is leased by the Company. The production plant at Cascavel (Biostimulants) is owned
by the Company.
| • |
Asia: |
China
– Phosphate rock mining rights at the Haikou Mine are derived from mining licenses that are described below. YPH's plants are owned
by the Company, some of them located on land that is owned by the Company, while others are situated on leased land. The new plant in
Zhangjiagang which is leased by the company, manufactures products for the Food industry according to the geographical expansion strategy.
| • |
Australia: ICL’s leased plant in Heatherton, Australia,
is a manufacturing site blending Food Phosphate products. |
Principal
Properties
The
following table sets forth certain additional information regarding ICL’s principal properties as of December 31, 2024:
|
Property Type |
Location |
Size (square feet) |
Products |
Owned/Leased |
|
Plant |
Mishor Rotem, Israel |
27,094,510 |
Phosphate Solutions products |
Owned on leased land |
|
Plant |
Mishor Rotem, Israel |
10,763,910 |
Industrial Products products |
Owned on leased land |
|
Plant |
Neot Hovav, Israel |
9,601,591 |
Industrial Products products |
Owned on leased land |
|
Plant |
Zin, Israel |
8,484,123 |
Phosphate Solutions products |
Owned on leased land (on a lease extension process)
|
|
Plant |
Kiryat Ata, Israel |
6,888,903 |
Growing Solutions products |
Leased |
|
Plant |
Oron, Israel |
4,413,348 (not including phosphate reserve) |
Phosphate Solutions products |
Owned on leased land (on a lease extension process)
|
|
Evaportation ponds |
Sodom, Israel |
1,603,823K |
Salt and carnallite ponds |
Lease rights |
|
Plant |
13,099,679 |
Potash products (not including ponds and Magnesium plant)
|
Owned on leased land | |
|
Plant |
4,088,800 |
Magnesium products (Potash segment) |
Owned on leased land | |
|
Plant |
Sodom, Israel |
2,326,060 |
Industrial Products products |
Owned on leased land |
|
Conveyor belt |
1,970,333 |
Transportation facility for Potash |
Owned on leased land |
ICL
Group Limited 141
|
Pumping stations |
Sodom, Israel |
1,180,496 |
Pumping station for the Potash segment |
Owned on leased land |
|
Plant |
667,362 |
Industrial Products products |
Owned on leased land | |
|
Feeding canal |
5,974,980 |
Part of the pumping system for the Potash segment
|
Owned on leased land | |
|
Power plant |
645,856 |
Power and steam production for the Potash segment
|
Owned on leased land | |
|
Warehouse and loading facility |
Ashdod, Israel |
664,133 |
Warehouse for Potash and Phosphate Solutions products
|
Owned on leased land |
|
Headquarters |
Beer Sheva, Israel |
180,954 |
Company headquarters |
Leased |
|
Plant |
Mishor Rotem, Israel |
430,355 |
Phosphate Solutions products |
Owned on leased land |
|
Warehouse and loading facility |
Eilat, Israel |
152,557 |
Warehouse for Potash and Phosphate Solutions' products
|
Owned on leased land |
|
Headquarters |
Tel Aviv, Israel |
21,797 |
Company headquarters |
Leased |
|
Plant |
Catalonia, Spain |
48,491,416 |
Mines, manufacturing facilities and warehouses for Potash
segment |
Owned |
|
Port/warehouse |
Catalonia, Spain |
866,407 |
Potash and salt products |
Owned on leased land |
|
Plant |
Totana, Spain |
2,210,261 |
Growing Solutions products |
Owned |
|
Plant |
Cartagena, Spain |
209,853 |
Growing Solutions products |
Owned |
|
Warehouse and loading facility |
Cartagena, Spain |
184,342 |
Storage for Growing Solutions products |
Leased |
|
Plant |
Shandong, China |
692,045 |
Industrial Products products |
Owned on leased land |
|
Headquarters |
Shanghai, China |
8,224 |
Company headquarters |
Leased |
|
Plant |
Kunming, Yunnan, China |
1,161,593 |
Phosphate Solutions products |
Owned land |
|
Plant |
Kunming, Yunnan, China |
8,447,847 |
Phosphate Solutions products |
Leased land |
|
Plant |
Zhangjiagang, Jiangsu Province, China |
50,342 |
Phosphate Solutions products |
Leased |
|
Pumping station |
Kunming, Yunnan, China |
36,931 |
A pumping station for Phosphate Solutions |
Leased land |
|
Peat Moor |
Nutberry and Douglas Water, United Kingdom |
17,760,451 |
Peat mine (Growing Solutions segment) |
Owned |
|
Plant |
Cleveland, United Kingdom |
13,239,609 |
Polysulphate products (Growing Solutions segment)
|
Owned |
ICL
Group Limited 142
|
Warehouse and loading facility |
Cleveland, United Kingdom |
2,357,296 |
Polysulphate products (Growing Solutions segment)
|
Owned on leased land |
|
Peat Moor |
Creca, United Kingdom |
4,305,564 |
Peat mine (Growing Solutions segment) |
Owned |
|
Plant |
Nutberry, United Kingdom |
322,917 |
Growing Solutions products |
Owned |
|
Plant |
Daventry, United Kingdom |
81,539 |
Growing Solutions products |
Owned and leased |
|
Plant |
Terneuzen, the Netherlands |
1,206,527 |
Industrial Products' products |
Owned |
|
Plant & warehouse |
Lawford Heath, Rugby |
45,000 |
Growing Solutions products |
Leased |
|
Plant |
Heerlen, the Netherlands |
481,802 |
Growing Solutions products |
Owned and leased |
|
Plant |
Amsterdam, the Netherlands |
349,827 |
Growing Solutions products and logistics center |
Owned on leased land |
|
Headquarters |
Amsterdam, the Netherlands |
59,055 |
Company headquarters in Europe |
Leased |
|
Plant |
Gallipolis Ferry, West Virginia, United States |
1,742,400 |
Industrial Products' products |
Owned |
|
Plant |
Lawrence, Kansas, United States |
179,689 |
Phosphate Solutions products |
Owned |
|
Plant |
Carondelet, Missouri, United States |
190,095 |
Phosphate Solutions products |
Owned |
|
Plant |
North Charleston, South Carolina, United States |
100,000 |
Growing Solutions products |
Leased |
|
Plant |
Fresno, California, United States |
92,000 |
Growing Solutions products |
Owned |
|
Headquarters |
St. Louis, Missouri, United States |
35,217 |
US Company headquarters |
Leased |
|
Plant |
Ludwigshafen, Germany |
2,534,319 |
Growing solutions products |
Leased |
|
Plant |
Ladenburg, Germany |
1,569,764 |
Phosphate Solutions products |
Owned |
|
Plant |
Bitterfeld, Germany |
514,031 |
Industrial Products' products |
Owned |
|
Plant |
Cajati, Brazil |
413,959 |
Phosphate Solutions products |
Owned |
|
Plant |
Sao Jose dos Campos, Brazil |
Phosphate plant: 137,573 Blending plant: 80,729 |
Phosphate Solutions products |
Owned on leased land (free of charge) |
|
Plant |
Brazil Cidade Ocidental |
8,275 |
Growing Solutions products |
Owned |
|
Plant |
Brazil Cruz Alta |
7,499 |
Growing Solutions products |
Owned |
|
Plant |
Brazil Jacarei I |
879,248 |
Growing Solutions products |
Owned |
|
Plant |
Brazil Jacarei II |
967,987 |
Growing Solutions products |
Leased |
|
Plant |
Brazil Maua |
968,751 |
Growing Solutions products |
Owned |
|
Plant |
Brazil Suzano I |
3,349,186 |
Growing Solutions products |
Owned |
|
Plant |
Brazil Suzano II |
637,001 |
Growing Solutions products |
Owned |
|
Plant |
City of Cascavel, State of Parana - Brazil |
2,111 |
Growing Solutions products |
Owned |
|
Plant |
Brazil Uberlandia |
263,716 |
Growing Solutions products |
Owned |
|
Plant |
Belgium |
128,693 |
Growing Solutions products |
Owned |
|
Plant |
Calais, France |
546,290 |
Industrial Products' products |
Owned |
|
Plant |
Adel, Georgia, United States |
45,000 |
Growing Solutions products |
Leased |
|
Plant |
Heatherton, Australia |
64,583 |
Phosphate Solutions products |
Leased |
ICL
Group Limited 143
Mineral
Extraction and Mining Operations
Information
included in this section relates to the mineral extraction and mining operations of ICL for fiscal years 2024, 2023 and 2022. This information
was prepared based on, and in some instances is an extract from, the technical report summaries filed for each of our properties, including:
Boulby (UK), Cabanasses and Vilafruns (Spain), Rotem, Oron and Zin (Israel), Dead Sea Works (Israel), and Haikou (China) (each a “Technical
Report Summary”)” with effective dates of December 31, 2024. Each report was prepared for us by our qualified person, Wardell
Armstrong International Ltd (“Wardell” and/or WAI). Wardell has approved and verified the scientific and technical information
included in these reports and reproduced and approved the updated Mineral Reserves and Resources information in this Annual Report for
Fiscal Years 2024, 2023 and 2022. Portions of the following information are based on assumptions, qualifications and procedures that are
not fully described herein. See “Cautionary Note to Investors Regarding Mineral and Resource Estimates.” Reference should
be made to the full text of each Technical Report Summary, which are included as exhibits to this Annual Report.
Overview
ICL
extracts minerals and conducts mining activities at Boulby (UK), Cabanasses (Spain), Rotem (Israel), Dead Sea Works (Israel), and Haikou
(China).
Figure 1: Location of the ICL Operations
ICL
Group Limited 144
ICL’s
mining activities are dependent on concessions, authorizations and permits granted by the governments of the countries in which the mines
are located.
| • |
Rotem Amfert Negev Limited (“ICL Rotem”) is a wholly
owned subsidiary that operates three sites, Rotem, Oron and Zin. ICL Rotem has been mining phosphates in the Negev in Israel for more
than sixty years. Mining is conducted in accordance with a phosphate mining concession that covers an area of 177.8 sqkm, and which is
in effect until December 31, 2044. The concession was granted by Israel’s Ministry of Energy and Infrastructure, under the country’s
Mines Ordinance, in conjunction with mining authorizations, which are subject to the Israel Lands Authority jurisdiction. The concession
relates to quarries (phosphate rock), whereas the authorizations cover the use of land as an active mining area. The Rotem operation is
in the production stage. |
| • |
Dead Sea Works Ltd. (“ICL Dead Sea”) is a wholly owned
subsidiary that operates the Dead Sea concession which covers 652 sqkm, and which is in effect until March 31, 2030. DSW has 37 evaporation
ponds for production of potash, as well as other chemical products, located on the south-west shore of the Dead Sea’s southern basin
in Israel. DSW is in the production stage. |
| • |
ICL Iberia (“ICL Iberia”) is a wholly owned subsidiary
and holds mining rights granted by the Spanish government for two underground potash mines, Cabanasses and Vilafruns, located in Catalonia
in northeast Spain. ICL Iberia owns the land on which these surface facilities are located. The Cabanasses mine is operating and has been
in production for more than fifty years, while Vilafruns was placed on care and maintenance status in June 2020 following its discontinuation.
ICL Iberia holds 126 licenses for the extraction of rock salt and potash covering 693 sqkm, some of which valid until 2037 and the remainder
are effective until 2067. Cabanasses is in the production stage. |
| • |
Cleveland Potash Limited (“ICL Boulby”) is a wholly
owned subsidiary that operates an underground polyhalite mine, Boulby, located in the UK. ICL Boulby owns the freehold of approximately
2.41 sqkm of the mineral field, in addition to 24 onshore and 2 offshore mineral leases which cover a total area of 809.51 sqkm. Boulby
is in the production stage. |
| • |
Yunnan Phosphate Haikou (“YPH”) equally owned by ICL
and Yunnan Yuntianhua Corporation Ltd. ("YYTH"), and controlled by ICL, owns and operates the Haikou Phosphate Mine and processing facilities
in the Xishan district of China. YPH holds a phosphate mining license for the Haikou site covering 9.6 sqkm, which the Company operates
and is valid until January 2043. Haikou is in the production stage. |
For
additional information on each of ICL’s mining activities, please refer to the individual property summaries included below.
In
consideration of the concessions, ICL pays royalties and taxes to the
governments of Israel, Spain, the UK and China. Below are the royalties' amounts paid with respect to 2024, 2023 and 2022:
|
Israel |
Out of Israel |
Total | |
|
Year Ended December 31, |
$ millions | ||
|
2024 |
82 |
9 |
91 |
|
2023 |
170 |
10 |
180 |
|
2022 |
95 |
8 |
103 |
ICL
Group Limited 145
The
aggregated production data for the properties is summarized in Table 1.
Table 1: Production Data for the
Properties
|
Production Data for ICL Boulby
| |||
|
2024 |
2023 |
2022 | |
|
Polyhalite hoisted (kt) |
719
|
1,028 |
947 |
|
Total Polyhalite Production (kt) |
721
|
1,009 |
953 |
|
Potash Production at Súria
Plant, ICL Iberia | |||
|
2024 |
2023 |
2022 | |
|
Ore hoisted from Cabanasses mine |
3,247
|
2,795 |
2,928 |
|
Head Grade % KCl |
26.7%
|
24.3% |
25.3% |
|
KCl Produced (kt) |
802
|
601 |
680 |
|
Product Grade % KCl |
95.5%
|
95.5% |
95.3% |
|
Total Mine Production of Raw Ore
at ICL Rotem | |||
|
2024 |
2023 |
2022 | |
|
Tonnes mined (kt) |
5,808
|
5,770 |
4,488 |
|
Grade (%P2O5
before / after beneficiation) |
23% / 31%
|
25% / 32% |
26% / 32% |
|
Product Produced After Processing
at ICL Rotem (kt) | |||
|
2024 |
2023 |
2022 | |
|
Phosphate Rock* |
2,375
|
2,309 |
2,170 |
|
Green Phosphoric Acid |
503
|
520 |
508 |
|
Fertilizers |
1,024
|
1,033 |
1,044 |
|
White Phosphoric Acid |
154
|
150 |
176 |
|
Specialty Fertilizers |
100
|
78 |
95 |
*
Figures relate to phosphate concentrate produced by the Oron and Rotem beneficiation plants for further processing at Rotem facilities.
|
DSW Production (kt) |
|||
|
2024 |
2023 |
2022 | |
|
Potash |
3,700
|
3,819 |
4,011 |
|
Compacting plant* |
1,764
|
1,737 |
1,561 |
|
Bromine |
190
|
143 |
178 |
|
Cast Mg |
17
|
17 |
22 |
*
Figures relate to granular potash produced from total potash
ICL
Group Limited 146
|
Total Mine Production of Raw Ore
at YPH | |||
|
2024 |
2023 |
2022 | |
|
Tonnes mined (kt) |
3,575
|
3,646 |
3,223 |
|
Grade (% P2O5
before/after beneficiation) |
21% / 28%
|
22% / 28% |
22% / 28% |
|
Product Produced After Processing
at YPH (kt) | |||
|
2024 |
2023 |
2022 | |
|
Phosphate Rock * |
2,715
|
2,657 |
2,497 |
|
Green Phosphoric Acid |
694
|
682 |
676 |
|
Fertilizers |
605
|
609 |
611 |
|
White Phosphoric Acid |
124
|
95 |
94 |
|
Specialty Fertilizers |
152
|
113 |
92 |
*
Figures relate to phosphate concentrate produced by the flotation and scrubbing plants for further processing at the 3C chemical plant.
ICL
Group Limited 147
Aggregated
estimated Mineral Resources for the properties is summarized in Table 2.
Table 2: Estimated Mineral Resources
as of December 31, 2024
|
Measured Mineral Resources
|
Indicated Mineral Resources
|
Measured + Indicated Mineral Resources
|
Inferred Mineral Resources
| |||||||||||||
|
Tonnes
(Mt) |
Grades | Contained Mineral (Mt) | Contained Mineral Attributable to ICL (Mt) |
Tonnes
(Mt) |
Grades | Contained Mineral (Mt) | Contained Mineral Attributable to ICL (Mt) |
Tonnes
(Mt) |
Grades | Contained Mineral (Mt) | Contained Mineral Attributable to ICL (Mt) |
Tonnes
(Mt) |
Grades | Contained Mineral (Mt) | Contained Mineral Attributable to ICL (Mt) | |
|
Commodity: K2O |
||||||||||||||||
|
United Kingdom |
- |
- |
- |
- |
39.8 |
13.6% |
5.4 |
5.4 |
39.8 |
13.6% |
5.4 |
5.4 |
11.5 |
13.5% |
1.6 |
1.6 |
|
Boulby |
- |
- |
- |
- |
39.8 |
13.6% |
5.4 |
5.4 |
39.8 |
13.6% |
5.4 |
5.4 |
11.5 |
13.5% |
1.6 |
1.6 |
|
Total |
- |
- |
- |
- |
39.8 |
13.6% |
5.4 |
5.4 |
39.8 |
13.6% |
5.4 |
5.4 |
11.5 |
13.5% |
1.6 |
1.6 |
|
Commodity: KCl |
||||||||||||||||
|
Spain |
94.3 |
25.8% |
24.3 |
24.3 |
63.2 |
24.9% |
15.7 |
15.7 |
157.5 |
25.5% |
40.1 |
40.1 |
273.3 |
27.6% |
75.3 |
75.3 |
|
Cabanasses |
81.7 |
25.0% |
20.4 |
20.4 |
53.8 |
23.6% |
12.7 |
12.7 |
135.5 |
24.5% |
33.2 |
33.2 |
242.6 |
27.4% |
66.5 |
66.5 |
|
Vilafruns |
12.6 |
31.0% |
3.9 |
3.9 |
9.4 |
32.1% |
3.0 |
3.0 |
22.0 |
31.5% |
6.9 |
6.9 |
30.7 |
28.9% |
8.9 |
8.9 |
|
Israel |
297.9 |
20.8% |
62.0 |
62.0 |
1,642.4 |
21.2% |
348.2 |
348.2 |
1,940.3 |
21.1% |
409.4 |
409.4 |
463.0 |
21.2% |
98.2 |
98.2 |
|
DSW |
297.9 |
20.8% |
62.0 |
62.0 |
1,642.4 |
21.2% |
348.2 |
348.2 |
1,940.3 |
21.1% |
409.4 |
410.2 |
463.0 |
21.2% |
98.2 |
98.2 |
|
Total |
392.2 |
22.0% |
86.3 |
86.3 |
1,705.6 |
21.3% |
363.9 |
363.9 |
2,097.8 |
21.4% |
449.5 |
449.5 |
736.3 |
23.6% |
173.5 |
173.5 |
|
Commodity: P2O5
|
||||||||||||||||
|
Israel |
166.0 |
26.6% |
44.2 |
44.2 |
- |
- |
- |
- |
166.0 |
26.6% |
44.2 |
44.2 |
- |
- |
- |
- |
|
Rotem |
78.5 |
28.8% |
22.6 |
22.6 |
- |
- |
- |
- |
78.5 |
28.8% |
22.6 |
22.6 |
- |
- |
- |
- |
|
Zin |
46.1 |
25.3% |
11.7 |
11.7 |
- |
- |
- |
- |
46.1 |
25.3% |
11.7 |
11.7 |
- |
- |
- |
- |
|
Oron |
41.4 |
24.0% |
9.9 |
9.9 |
- |
- |
- |
- |
41.4 |
24.0% |
9.9 |
9.9 |
- |
- |
- |
- |
|
China |
3.0 |
22.3% |
0.67 |
0.33 |
2.3 |
24.0% |
0.55 |
0.28 |
5.3 |
23.0% |
1.22 |
0.61 |
0.2 |
20.0% |
0.04 |
0.02 |
|
Haikou |
3.0 |
22.3% |
0.67 |
0.33 |
2.3 |
24.0% |
0.55 |
0.28 |
5.3 |
23.0% |
1.22 |
0.61 |
0.2 |
20.0% |
0.04 |
0.02 |
|
Total |
169.0 |
26.6% |
44.9 |
44.5 |
2.3 |
24.0% |
0.55 |
0.28 |
171.3 |
26.5% |
45.4 |
44.8 |
0.2 |
20.0% |
0.04 |
0.02 |
ICL
Group Limited 148
| (1) |
Classification of Mineral Resources is in accordance with the
definitions prescribed under Regulation S-K 1300. |
| (2) |
The point of reference for the Mineral Resources for Boulby, Cabanasses,
Vilafruns, Rotem, Oron, Zin and Haikou is in-situ. The point of reference for Mineral Resources for DSW is contained within the carnallite
ponds following pumping from the northern Dead Sea basin. Mineral Resources are reported exclusive of Mineral Reserves. |
| (3) |
Mineral Resources for Boulby, Cabanasses, Vilafruns, Rotem, Oron,
Zin and DSW are reported on a 100% basis. For the Haikou mine, YPH is a consolidated subsidiary of the Company. The reported tonnages
and grades are on a 100% basis. The contained P2O5
attributable to ICL reflects the Company’s 50% interest. YPH is consolidated into ICL’s financial statements, YYTH owns a
50% minority interest in YPH. |
| (4) |
All figures are rounded to reflect the relative accuracy of the
estimate, and numbers may not sum due to rounding. |
| (5) |
Mineral Resources are estimated using: |
| a. |
Boulby - a two-year average product price of $205/t FOB.
|
| b. |
Cabanasses and Vilafruns - a medium-long term potash price of
$373/t FOB. |
| c. |
DSW - a medium-long term potash price of $320/t FOB. |
| d. |
Rotem, Oron and Zin - an average of the previous two years’
prices of $1,178/t FOB for acid products and $424 /t FOB for fertilizer products. |
| e. |
Haikou - an average of the previous two years’ prices of
$639/t FOB for acid products and $438/t FOB for fertilizer products. |
The
price environment of the above-mentioned products has experienced significant volatility in recent years, which may recur in the future.
ICL
Group Limited 149
Aggregated
estimated Mineral Reserves for the properties is summarized in Table 3.
Table 3: Estimated Mineral Reserves
as of December 31, 2024
|
Proven Reserves |
Probable Reserves |
Total Reserves | ||||||||||
|
Tonnes
(Mt) |
Grades |
Contained Mineral (Mt) |
Contained Mineral Attributable
to ICL (Mt) |
Tonnes
(Mt) |
Grades |
Contained Mineral (Mt) |
Contained Mineral Attributable
to ICL (Mt) |
Tonnes
(Mt) |
Grades |
Contained Mineral (Mt) |
Contained Mineral Attributable
to ICL (Mt) | |
|
Commodity: K2O
|
||||||||||||
|
United Kingdom |
- |
- |
- |
- |
7.4 |
13.9% |
1.0 |
1.0 |
7.4 |
13.9% |
1.0 |
1.0 |
|
ICL Boulby |
- |
- |
- |
- |
7.4 |
13.9% |
1.0 |
1.0 |
7.4 |
13.9% |
1.0 |
1.0 |
|
Total |
- |
- |
- |
- |
7.4 |
13.9% |
1.0 |
1.0 |
7.4 |
13.9% |
1.0 |
1.0 |
|
Commodity: KCl |
||||||||||||
|
Spain |
35.9 |
25.2% |
9.0 |
9.0 |
59.4 |
25.8% |
15.3 |
15.3 |
95.3 |
25.6% |
24.4 |
24.4 |
|
Cabanasses |
35.9 |
25.2% |
9.0 |
9.0 |
59.4 |
25.8% |
15.3 |
15.3 |
95.3 |
25.6% |
24.4 |
24.4 |
|
Vilafruns |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
Israel |
122.7 |
20.6% |
25.3 |
25.3 |
- |
- |
- |
- |
122.7 |
20.6% |
25.3 |
25.3 |
|
DSW |
122.7 |
20.6% |
25.3 |
25.3 |
- |
- |
- |
- |
122.7 |
20.6% |
25.3 |
25.3 |
|
Total |
158.6 |
21.6% |
34.3 |
34.3 |
59.4 |
25.8% |
15.3 |
15.3 |
218.0 |
22.8% |
49.7 |
49.7 |
|
Commodity: P2O5
|
||||||||||||
|
Israel |
80.8 |
24.9% |
20.1 |
20.1 |
- |
- |
- |
- |
80.8 |
24.9% |
20.1 |
20.1 |
|
Rotem |
14.3 |
29.0% |
4.1 |
4.1 |
- |
- |
- |
- |
14.3 |
29.0% |
4.1 |
4.1 |
|
Zin |
3.2 |
26.1% |
0.8 |
0.8 |
- |
- |
- |
- |
3.2 |
26.1% |
0.8 |
0.8 |
|
Oron |
63.3 |
23.9% |
15.1 |
15.1 |
- |
- |
- |
- |
63.3 |
23.9% |
15.1 |
15.1 |
|
China |
44.5 |
21.6% |
9.6 |
4.8 |
- |
- |
- |
- |
44.5 |
21.6% |
9.6 |
4.8 |
|
Haikou |
44.5 |
21.6% |
9.6 |
4.8 |
- |
- |
- |
- |
44.5 |
21.6% |
9.6 |
4.8 |
|
Total |
125.3 |
23.7% |
29.7 |
24.9 |
- |
- |
- |
- |
125.3 |
23.7% |
29.7 |
24.9 |
ICL
Group Limited 150
| (1) |
Classification of Mineral Reserves is in accordance with the definitions
prescribed under Regulation S-K 1300. |
| (2) |
The point of reference for Mineral Reserves for Boulby, Cabanasses
and DSW is defined as the point where ore is delivered to the processing plants. The point of reference for Mineral Reserves for Rotem,
Oron and Haikou is defined as the point where ore is delivered to the beneficiation plants. The point of reference for the Mineral Reserves
for Zin is defined as the point where ore is delivered to the mobile crusher. |
| (3) |
Mineral Reserves for Boulby, Cabanasses, Vilafruns, Rotem, Oron
and Zin are reported on a 100% basis. For Haikou, YPH is a consolidated subsidiary of the Company. The reported tonnages and grades are
on a 100% basis. The contained P2O5
attributable to ICL reflects the Company’s 50% interest. While YPH is consolidated into ICL’s financial statements, YYTH owns
a 50% minority interest in YPH. |
| (4) |
Mineral Reserves are estimated using: |
| a. |
Boulby - a two-year average product price of $205/t FOB.
|
| b. |
Cabanasses and Vilafruns - a medium-long term potash price of
$330/t FOB. |
| c. |
DSW - a two-year average product price of $296/t FOB. |
| d. |
Rotem and Oron - an average of the previous two years’ prices
of $1,178/t FOB for acid products and $424 /t FOB for fertilizer products. |
| e. |
Zin – a two-year average product price of $114/t FOB for
crushed phosphate rock. |
| f. |
Haikou - an average of the previous two years’ prices of
$639/t FOB for acid products and $438/t FOB for fertilizer products. |
The
price environment of the above-mentioned products has experienced significant volatility in recent years, which may recur in the future.
Internal
Controls
Quality
assurance at ICL Boulby, ICL Iberia, ICL Rotem, ICL Dead Sea and YPH, involves the use of standard practice procedures for sample collection
and includes oversight by experienced technical staff during data collection, management, and interpretation. Certain quality control
measures for sample analysis include in-stream sample submittal of standard reference material, blank material, and field duplicate sampling.
For data verification, staff members observed drill hole locations and orientations, inspected drill cores, and compared to logs and analytical
results, observed core intake, visited outcrops, and discussed with on-site geologists, including review of working maps and cross-sections.
In addition, ongoing reconciliation is conducted between resource estimates and production data. Notwithstanding the above, inherent risks
in quality control include potential mislabeling of samples and sample contamination, among others, but the Company maintains a close
and diligent monitoring program of all quality control measures for the collection of both exploration and production data with results
deemed suitable for use in the subsequent estimation of Mineral Resources and Mineral Reserves.
ICL
Group Limited 151
ICL
Boulby
Overview
ICL’s
mining operations in the UK are conducted by its wholly owned subsidiary, Cleveland Potash Limited (ICL Boulby). ICL Boulby is an underground
polyhalite mine on the coastline of northeast England, approximately 340 kilometers north of London and approximately 34 kilometers to
the southeast of the town of Middlesbrough.
The
mine site and shafts are approximately centered at a latitude and longitude of 54°33'05.4"N and 0°49'32.5"W. The ICL Boulby
mine site has a long history of production dating back to 1969 and the mine owns a private rail line spur that connects it with the deep-water
port facilities at Teesport in Middlesbrough. ICL Boulby’s mining operations are mainly conducted under the North Sea at depths
greater than 1,000 meters below the surface. The operations are currently conducted as far as 8 kilometers offshore, subject to mining
leases and mineral extraction licenses described below, while the mineral processing operations are conducted primarily on the surface
on land owned by ICL.
Figure 2: Location of the ICL
Boulby Mine (United Kingdom)
ICL
Group Limited 152
Mining
Concessions and Lease Agreements
ICL
Boulby owns the freehold of approximately 2.41 sqkm of the mines and mineral fields in and around the mine head. These freehold mineral
fields are in the process of being registered at the Land Registry. Additional mineral fields are held on a leasehold basis, including
24 onshore and 2 offshore mineral leases, covering a total area of 809.51 sqkm. As part of an ongoing reduction of nonessential leases,
nine mineral leases were intentionally relinquished during 2024. Rents and royalties are paid bi-annually (January and July), and the
Retail Price Index (RPI) is applied every three years. The next RPI rate will be applied on January 1, 2027, in accordance with the agreements.
ICL
Boulby, holds onshore and offshore mineral leases and licenses, allowing for the extraction of diverse minerals, in addition to numerous
easements and rights of way from private landowners. The offshore mineral field is leased from The Crown Estate on a production royalty
basis and includes provisions to explore and exploit all targeted and known polyhalite and salt mineral resources of interest to ICL Boulby.
ICL
Boulby has been actively engaged in negotiations with the private property owners and recently successfully secured the renewals of three
existing lease agreements. The renewal of eight of the remaining leases was referred to the High Court of Justice in London for a decision
regarding the calculation mechanism. The Company estimates that the proceedings will be concluded by the end of 2025. These leases, along
with two additional leases, which are still being negotiated, are expected to operate under the terms of the previous leases.
In
addition to the leases referred to the High Court of Justice in London and the leases under negotiation, ICL Boulby also holds 11 active
leases with expirations ranging from 2025 to 2048.
Historically,
the renewal of leases has not been problematic. ICL Boulby is confident in the renewal of all land and mineral leases, as required, and
expects to have or obtain all government approvals and permits necessary for exploiting all targeted mineral resources.
In
2022, the North York Moor National Planning Authorities (hereinafter - NYMNPA) granted planning permission for Polyhalite and salt extraction
until 2048. To comply, ICL Boulby was required to produce management plans for NYMNPA approval. As of the reporting date, all required
plans are completed and approved.
For
further information regarding the concessions in the UK including royalties, mineral leases and licenses, and other matters, see Note
18 to the Audited Financial Statements and “Item 3 - Key Information— D. Risk Factors”.
Operations
In
1968, Cleveland Potash Ltd, a newly formed company jointly owned by Imperial Chemical Industries plc (50%), Charter Consolidated Ltd (37.5%)
and Anglo American plc (12.5%), received outline planning permission to construct what became the Boulby mine. Ownership was then transferred
to Anglo American plc, who became the sole operator. Following an asset swap, Cleveland Potash Ltd was transferred to Minorco SA (a majority
owned subsidiary of Anglo American plc). Anglo American plc, through Minorco SA remained the operator until ownership was transferred
to ICL in 2002.
ICL
Group Limited 153
ICL
Boulby’s mining operations are situated close to the western limits of the polyhalite, potash and salt deposition in the Zechstein
Basin extending inland in the UK and below the North Sea into Germany. The polyhalite seam is of the Permian Evaporite Series and is overlain
by some 800 meters to 1,300 meters of younger sedimentary rocks. The polyhalite seam comprises two zones: a western zone (Zone 1), access
to which was established in 2010 from one of the mine's main salt roadways, which is the current focus of mining operations, and an eastern
zone (Zone 2). The polyhalite seam within the main mining areas of Zone 1 averages around 15 meters in thickness. Zone 2 is under technical
review and planned operations in Zone 2 can, over time, augment and eventually supplant Zone 1.
The
ICL Boulby mine is accessed by two vertical shafts. One shaft hoists polyhalite and salt and the other provides man-riding and service
access. Mining is conducted using a modified room and pillar method which is reviewed annually to ensure optimal efficiency and effectiveness.
Mining is completed in two stages. The first is an advance/development stage in which two parallel roadways are excavated 27m apart and
with a maximum width and height of 9 meters and 4.5 meters, respectively. The second stage involves mining on retreat in which additional
tonnes are mined (“milled”) from the floor of the advance roadways (producing a final roadway height of 6 meters), and from
“stubs” mined into the sidewalls of the roadways.
Minerals
(polyhalite and salt) are cut by continuous miner machines and loaded at the working face into shuttle cars. The shuttle cars transport
the minerals to a feeder breaker for loading onto the mine's conveyor belt system, where it is transported to the hoisting shaft. The
minerals are then batch hoisted to the surface. Mining equipment is electrically powered, whilst support/ancillary equipment is primarily
diesel powered.
Polyhalite
hoisted to the surface is conveyed to the mineral processing facilities. Standard and granular Polysulphate® products are produced
using simple crushing and screening processes. In 2024, a total of 721 thousand tonnes of Polysulphate® were produced, which include
Poly Standard for PotashpluS®. Research is currently underway regarding methods to further enhance the standard products through
compaction, granulation, blending and micronutrient addition which, in combination, we anticipate will enable us to deliver new high value
fertilizer products into the market.
In
addition, a compaction plant produces PotashpluS®, a 50:50 blend of Poly Standard and Standard Potash (SMOP). Potash used in PotashpluS®
is imported from ICL's operations in Spain (Cabanasses) and Israel (Dead Sea Works). In 2024, a total of 151 thousand tonnes of PotashpluS®
were produced.
The
Company also sells salt, which is a by-product and is used for de-icing purposes. In 2024, a total of 300 thousand tonnes of salt were
sold.
The
mine uses water sourced from a combination of mains-supplied fresh water (from local utilities) approved for industrial use from state
authorities, mine brine which is pumped from various inflows to storage lagoons in the mine workings, and sea water. The mine has a stable
supply of electricity from the national grid.
ICL
Group Limited 154
Production
The
following table sets forth the amount of total mine production of polyhalite at the Company’s mine in ICL Boulby supplied to the
beneficiation plants, for the three years ended December 31, 2024, 2023 and 2022:
|
2024 |
2023 |
2022 |
|
Polyhalite hoisted (kt) |
719
|
1,028 |
947 |
|
Total Polyhalite Production (kt) |
721
|
1,009 |
953 |
In
2024, polyhalite hoisted tonnes were reduced to allow increased salt hoisting, as a result of increased demand for salt sales.
Property
Value
As
of December 31, 2024, the overall book value of the property, plant and equipment of ICL Boulby amounted to about $174 million. The Boulby
mine uses modern mining, processing and transportation equipment and facilities which are maintained at a good standard.
Mineral
Resource Estimate
The
Company believes there are sizable resources in ICL Boulby's mine for the purpose of continued production of Polysulphate® and PotashpluS®.
Exploration by ICL Boulby is continuously on-going and includes underground exploration drilling and face sampling to provide lithology
and assay information to update the Mineral Resource model. From January 1, 2024 to April 1, 2024 a total of 3 exploration drillholes
for 612 meters were completed. These holes are yet to be sampled. From January 1, 2024 to April 1, 2024, a total of 516 face samples were
completed and 441 of them were assayed. The planned additional exploration by ICL Boulby until the end of the fiscal year is not expected
to materially change the Mineral Resource estimate. Grade control drilling is also undertaken and is used to provide information on the
location of the boundaries of the polyhalite seam.
Mineral
Resource estimation utilizes assay results from underground exploration drillholes and face sampling. Grade control drilling is used to
aid the geological modeling of the polyhalite seam. The data is considered appropriate for use in Mineral Resource estimation and is supported
by robust quality assurance/quality control (QA/QC) procedures.
Exploration
data was used to generate top and base of seam surfaces for polyhalite domains and footwall, hanging wall and mid seam waste units using
semi-implicit modeling. Surfaces were combined to create solid volumes that formed the constraints of a sub-domained block model that
acted as the basis of the Mineral Resource estimate. The P2 and P3 polyhalite seams were further sub-domained into halitic, anhydritic
and high-grade zones based on assessment of ratios of polyhalite to anhydrite, polyhalite to halite and anhydrite to halite in the exploration
samples. A separate sub-domain, Poly East, was created with polyhalite split into high- and low-grade subdomains for a total of eight
sub-domains to control sample selection and grade estimation. Variograms were generated on a seam basis (P2 and P3 polyhalite) after
assessment for grade capping and optimization of estimation parameters. Orientation of search ellipses during grade estimation was controlled
by dynamic anisotropy after assessment of local variation of seam dip.
ICL
Group Limited 155
Grade
estimation was carried out for K, Ca, Mg, Na, Cl and SO4. Estimation primarily used ordinary kriging for the P2 and P3 polyhalite domains.
Inverse Distance Weighted (Squared) was used for grade estimation in the Poly East domain due to the limited and unevenly spaced data
in this area. Estimated grades were validated by visual, statistical, and graphical means on a global and local basis prior to tabulation
of the Mineral Resource estimates. Reconciliation data indicates that the resource model performs well when compared to annual plant production
data.
Mineral
Resources were classified based on geostatistical criteria, including kriging efficiency, with additional consideration of drillhole spacing,
estimation parameters (including estimation search radius dimensions), assessment of geological and grade continuity, survey spacings,
evidence from nearby mining and assessment of data quality. No Measured Mineral Resources were classified primarily due to a lack of closely
spaced drillholes (needed to predict variation in salt content, polyhalite grade and seam position on a production panel basis). Assessment
for the classification of Indicated Mineral Resources generally began with outlining areas where the majority of blocks had a kriging
efficiency of 0.4-1.0 with further consideration of other material factors as previously described. Where grade estimation was not carried
out by ordinary kriging, Indicated Mineral Resources were generally defined within 100m drillhole spacings with a small area defined up
to 150m spacing in the N25E area after consideration of confidence in geological and grade continuity. Remaining areas were classified
as Inferred Mineral Resources and included areas in which the seam position or grade were deemed difficult to predict.
Mineral
Resources consist of a six-meter-thick horizon optimized for grade (% K) while ensuring mining operations are matched to achievable gradients
for excavation. Mineral Resources and Mineral Reserves are reported using a cut-off grade of 12.0% K2O
equivalent, which reflects the current ability to blend, homogenize and upgrade material as part of mine sequencing and processing. K2O
is an equivalent value calculated from the estimated K based on atomic mass and ratio of K in the compound K2O.
The factor used is K2O = K x 1.2046. Polyhalite, halite
and anhydrite are theoretical values calculated from the elemental analysis under the assumption that all elemental K is contained within
Polyhalite.
ICL
Boulby – Summary of Polyhalite Mineral Resources at the end of the fiscal year ended December 31, 2024.
|
Amount (Mt) |
Grades/Qualities (K2O)
|
Cut-off grades (K2O)
|
Metallurgical recovery (K2O)
| |
|
Measured mineral resources |
- |
- |
12% |
100% |
|
Indicated mineral resources |
39.8 |
13.6% |
||
|
Measured + Indicated mineral resources |
39.8 |
13.6% |
||
|
Inferred mineral resources |
11.5 |
13.5% |
| (1) |
Classification of Mineral Resources is in accordance with the
definitions prescribed under Regulation S-K 1300. |
| (2) |
Mineral Resources were estimated by ICL Boulby and reviewed and
accepted by WAI. |
| (3) |
The point of reference for the Mineral Resources is in-situ. Mineral
Resources are reported exclusive of Mineral Reserves |
| (4) |
Mineral Resources are 100% attributable to ICL Boulby. |
| (5) |
All figures are rounded to reflect the relative accuracy of the
estimate, and numbers may not sum due to rounding. |
| (6) |
Mineral Resources are estimated using an average dry density of
2.77 g/cm3. |
| (7) |
Mineral Resources are estimated using a two-year average product
price of $205/t FOB, which includes a range of products, and an exchange rate of £0.79 per dollar. |
ICL
Group Limited 156
As
of December 31, 2024, ICL Boulby had 51.3 Mt of Mineral Resources compared to 48.2 Mt as of December 31, 2023, an increase of 6.4% mainly
due to ongoing exploration in 2024, partially offset by conversion of resources to reserves. The Mineral Resources Estimate for ICL Boulby
is based on factors related to geological and grade models and the prospects of economic extraction. For further discussion of the material
assumptions relied upon, please refer to Section 11 of the Technical Report Summary filed as Exhibit 15.2 to this Annual Report.
Mineral
Reserve Estimate
The
Probable Mineral Reserves are declared only for the Boulby Zone 1 area. The Mineral Reserve estimate has been derived from Indicated Mineral
Resources included within the life of mine plan which have converted to Probable Mineral Reserves by applying Modifying Factors.
ICL
Boulby – Summary of Polyhalite Mineral Reserves at the end of the fiscal year ended December 31, 2024.
|
Amount (Mt) |
Grades/Qualities (K2O)
|
Cut-off grades (K2O)
|
Metallurgical recovery (K2O)
| |
|
Proven mineral reserves |
- |
- |
12% |
100% |
|
Probable mineral reserves |
7.4 |
13.9% |
||
|
Total mineral reserves |
7.4 |
13.9% |
| (1) |
Classification of Mineral Reserves is in accordance with the definitions
prescribed under Regulation S-K 1300. |
| (2) |
Mineral Reserves were estimated by ICL Boulby and reviewed and
accepted by WAI. |
| (3) |
The point of reference for the Mineral Reserves is defined at
the point where ore is delivered to the processing plant. |
| (4) |
Mineral Reserves are 100% attributable to ICL Boulby. |
| (5) |
All figures are rounded to reflect the relative accuracy of the
estimate, and numbers may not sum due to rounding |
| (6) |
A minimum mining width of 6m was used. |
| (7) |
Mineral Reserves are estimated using a two-year average product
price of $205/t FOB, which includes a range of products, and an exchange rate of £0.79 per dollar. |
As
of December 31, 2024, ICL Boulby had 7.4 Mt of polyhalite Mineral Reserves compared to 7.6 Mt as of December 31, 2023, a decrease of 0.2
Mt due to our continuing mining operations, partially offset by conversion of resources to reserves.
Based
on Mineral Reserves of 7.4 million tonnes, the life of mine schedule for ICL Boulby runs from 2025 to 2035 (inclusive). Further work based
on the current Mineral Resource of 51.3 Mt is expected to extend the life of mine.
The
Mineral Reserve Estimate for ICL Boulby may be impacted by additional exploration that could alter the geological database and model of
mineralization. Material assumptions regarding the technical parameter analysis, forecasted product prices, production costs, permitting
decisions, or other factors may positively or negatively affect the reserves estimates. For further discussion of the material assumptions
relied upon, please refer to Section 12 of the Technical Report Summary filed as Exhibit 15.2 to this Annual Report.
ICL
Group Limited 157
Logistics
The
Boulby mine is connected to the national road network and has easy access to train transportation routes. Pursuant to agreements with
the North York Moors National Park Authority, the total transport movements by means of the network of roads to and from site to site
are limited to a maximum of 150 thousand tonnes per year and a maximum of 66 trucks per day (no road movements are allowed on Sundays
or public holidays). This limitation does not interfere with the future production of ICL Boulby considering its commitment to maintain
the rail link to Teeside. ICL Boulby is in full compliance with all the requirements.
The
rail load-out products are transported on an ICL Boulby-owned rail line which extends approximately eight kilometers from the mine entrance
to a junction with the national rail network, and from there the products continue to Teesport, Middlesbrough, via the Network Rail Company,
the owner and operator of the main rail line.
Eight
trains per day transport Polysulphate®, PotashpluS and rock salt to Teeside. Most of the Polysulphate® output is used as a component
of agricultural fertilizers, where volumes are exported by sea from the Teesport seaport to customers overseas and in the UK.
Rock
salt is taken by train to Teeside and transported by ship or directly by trucks to local UK authorities for de-icing roads.
ICL
Boulby leases and operates three principal storage and loading facilities: the Teesdock facility, which is a terminal located at Teesport,
and two additional storage facilities that are connected to the main rail line – Cobra and Ayrton Works in Middlesbrough.
United
Kingdom Concession - Everris
A
UK subsidiary within the Growing Solutions segment (hereinafter – Everris Limited) owns peat mines in the UK (Creca, Nutberry and
Douglas Water). Peat is used as a component in the production of professional growing media. Extraction permits for Creca were granted
until the end of 2051, and the site is currently operative. However, mining activity in Nutberry and Douglas Water ceased in 2024, following
the expiration of their permits. Restoration at these sites has commenced.
ICL
Group Limited 158
ICL
Iberia
Overview
The
Company's potash mining operations in Spain are carried out by ICL Iberia and marine transportation is performed by Trafico de Mercancias
(a wholly owned subsidiary of ICL Iberia). ICL Iberia holds mining rights for two underground potash mines, Cabanasses and Vilafruns,
located in Catalonia in northeast Spain. As part of the Company's strategic decision to concentrate its production at the Súria site
(Cabanasses mine), in June 2020 ICL Iberia consolidated its sites and potash production at the Sallent site (Vilafruns mine) was discontinued.
The Vilafruns mine has been maintained on a care and maintenance basis since June 2020. As a result, the Company operates only at the
Cabanasses mine, which is located in the town of Súria in Catalonia, Spain, approximately 12 kilometers north of the district capital
of Manresa in the Cardener river valley. The Cabanasses mine is approximately centered on the geographic coordinates: latitude 41°50’27”N
and longitude 01°45’07”E. The Vilafruns mine is approximately centered on the geographic coordinates: latitude 41°50’25”N
and longitude 01°52’39”E.
The
mines are located within the Catalan Potash Basin, a sub basin in the northeast of the Ebro Basin which extends along the southern flank
of the Pyrenees through eastern Spain. Sylvinite, consisting of a mixture of potash (sylvite or KCl) and salt of late Eocene age occurs
in two seams (Seams A and B) which are vertically separated by 3 to 6 meters and found at depths of approximately 730 to 1,000 meters
below the surface. At Cabanasses, mining of sylvinite is conducted according to a modified room and pillar method before being transported
by conveyor to the surface. Potash is then separated from salt at a processing plant located near the mine. The mine site is served by
roads/railways and is near major highways. Potash in Súria was first discovered in 1912 and its commercial development began in 1920.
ICL acquired the mines in 1998.
Figure 3: Location of Cabanasses
and Vilafruns Mines (Spain)
ICL
Group Limited 159
Mining
Concessions and Lease Agreements
While
ICL Iberia owns the land on which surface facilities are located, ICL Iberia conducts its mining activities in Spain pursuant to concessions
granted to it by the Spanish government which owns all the underground mining rights. ICL Iberia was granted mining rights based on legislation
of Spain’s government from 1973 and regulations accompanying this legislation. Further to this legislation, the government of the
Catalonia region published special mining regulations whereby ICL Iberia received individual concessions for each of 126 different sites
that are relevant to current and possible future mining activities. Some of the concessions are valid until 2037 and the remainder are
effective until 2067. Although the lease for the "Reserva Catalana", an additional site where mining did not commence, formally expired
in 2012, according to the Spanish authorities, the aforementioned lease agreement remains valid until a final decision is made regarding
the renewal. ICL Iberia currently has no intention of using the “Reserva Catalana” zone in the short to medium-term.
A
total of 126 concessions for the extraction of rock salt and potash awarded to ICL Iberia cover the Cabansses and Vilafruns operations
covering an area of 42,489 hectares (425sqkm) in the province of Barcelona, and 26,809 hectares (268sqkm) in the province of Lerida. As
required by law, the concessions are to be renewed prior to their expiration date. As part of a renewal process, the Company is required
to prepare and present a basic technical report describing the intended use of the mines. If a concession expires, a bidding process will
be initiated. ICL Iberia applies in advance for the renewal of mining concessions and, to date, has experienced no difficulties in renewing
them.
For
further information, see Note 18 to the Audited Financial Statements.
Operations
The
ICL Iberia mines have a long history of operations with commercial development commencing in Súria in 1929 and continuing under various
owners. In 1986, the operations were merged into the state-owned company Súria K. In 1992, the group became Grupo Potasas and privatization
of the operations commenced. Grupo Potasas was purchased by ICL Iberia in 1998.
The
Cabanasses mine is accessible by two shafts and a decline. The potash seams are extracted underground using continuous miner machines
and transported by a series of conveyors to the Súria processing plant, located at the surface, where it is processed to separate
the potash and salt.
The
shafts are used for worker access and ventilation while mined material is transported via the decline. The mining method used to extract
the seams is a modified ‘room and pillar‘ method. The potash seams and salt horizons do not require drilling or blasting and
are mined using electric powered continuous miner machines, equipped with a moveable boom-mounted rotary cutting head. The cuttings are
collected and fed into a conveyor that discharges the mined material to the rear of the machine, where it is loaded into 25 tonne diesel-powered
haul trucks. The trucks haul the material to ore passes where it is vertically transferred to the development level below and an internal
conveyor system transports it to the decline. The five-kilometer decline is installed with a conveyor that transports the mined material
to the Súria processing plant. In addition to transporting sylvinite ore, the conveyor is also used to batch transport some salt
mined during development of the underground access tunnels in the development level.
The
completion of the decline and installation of the conveyor system has increased the haulage capacity of the mined material to 1,000 tonnes
per hour (compared with previous shaft haulage capacity of 400 tonnes per hour). In addition, the decline and the installation of a new
main ventilation fan in 2023 improved ventilation in the mine, and air now intakes down both shafts, circulates within the working areas
and exits out the decline. This increased ventilation has allowed additional continuous miners, haulage trucks and ancillary equipment
to operate within the mine for longer periods of time.
ICL
Group Limited 160
The
mineral processing includes crushing, grinding, desliming, froth flotation, drying and compacting. There are separate warehouses for the
final standard and granular potash products. In addition, there is a vacuum salt plant that produces industrial salt (UVS), specialty
salt (SP Salt) and pure potash, and a rock salt facility that produces salt for de-icing purposes. In 2024, a total of 802 thousand tonnes
of potash product were produced (including 16 thousand tonnes of pure potash). In addition, 406 thousand tonnes of industrial salt, 90
thousand tonnes of specialty salt and 597 thousand tonnes of rock salt were also produced.
The
power utilized by the Spanish mining operations is purchased from third party electric companies and is generally produced from green
energy sources.
Following
the substantial completion of several expansion projects, the annual production capacity of the Súria processing plant is around
1.1 million tonnes of potash product. Mining operations at the Cabanasses mine continue to ramp up to meet the processing plant capacity.
Due
to Vilafruns being placed on a care and maintenance basis in June 2020, and with the expectation that the Sallent site will be vacated,
the resources at this mine have remained static over the past five years. Vilafruns is not considered material to the Company’s
business or financial condition.
Production
The
following table sets forth the amount of the total mine production of potash at the Súria plant in ICL Iberia, for the three years
ended December 31, 2024, 2023 and 2022:
|
Potash Production at Súria
Plant, ICL Iberia | |||
|
2024 |
2023 |
2022 | |
|
Ore hoisted from Cabanasses mine |
3,247
|
2,795 |
2,928 |
|
Head Grade % KCl |
26.7%
|
24.3% |
25.3% |
|
KCl Produced (kt) |
802
|
601 |
680 |
|
Product Grade % KCl |
95.5%
|
95.5% |
95.3% |
Property
Values
As
of December 31, 2024, the overall book value of the property, plant and equipment of the Cabanasses mine amounted to about $569 million.
The Cabanasses mine uses modern mining, processing and transportation equipment and facilities which are maintained at a good standard.
As
of December 31, 2024, the overall book value of the property, plant and equipment related to the surface installations of the Sallent
site amounted to about $3.5 million and the Villafruns mine has been fully impaired.
ICL
Group Limited 161
Mineral
Resource Estimate
Mineral
Resource estimation involves the creation of a computerized geological block model using the drilling data from underground drilling campaigns
and from exploratory surface drilling. At Cabanasses, underground drilling is carried out on a regular basis. From January 1, 2024, to
October 15, 2024, a total of 97 underground exploration drillholes relating to 40,398 meters were completed and used to collect 754 samples
for assaying. The planned additional underground exploration drilling by ICL Iberia from the conclusion of this period to the end of the
fiscal year is not expected to materially change the Mineral Resource estimate. Surface drilling has been conducted at different times
over the last few decades. No surface drilling was undertaken in 2024.
The
KCI grade is interpolated into the block model using an inverse distance method (ID2). Zones that are potentially mineable are defined,
considering the thickness, the grade, and the structure of the sylvinite seams. Mineral Resource classification was established using
wireframe perimeters within the extents of the modelled mineralization. The Mineral Resource classification methodology considers the
confidence in the drillhole data, the geological interpretation, geological continuity, data spacing and orientation, spatial grade continuity
and confidence in the Mineral Resource estimation process. Areas identified as being below a cut-off grade of 10% KCl and areas of low
seam thicknesses are considered by ICL Iberia to not have economic potential and are excluded from the Mineral Resource estimate.
Measured
Mineral Resources are classified based on a drill spacing of 80m – 100m. Indicated Mineral Resources are classified based on a drill
spacing of up to 1,700m and within areas covered by seismic survey. Inferred Mineral Resources include the remaining area of the licenses
and covered by seismic survey with some limited surface drilling.
Cabanasses
– Summary of Potash Resources at the end of the fiscal year ended December 31, 2024.
|
Amount (Mt) |
Grades/
Qualities (KCl) |
Cut-off grades (KCI) |
Metallurgical recovery (KCI)
| |
|
Measured mineral resources |
81.7 |
25.0% |
10% |
86.5% |
|
Indicated mineral resources |
53.8 |
23.6% |
||
|
Measured + Indicated mineral resources |
135.5 |
24.5% |
||
|
Inferred mineral resources |
242.6 |
27.4% |
| (1) |
Classification of Mineral Resources is in accordance with the
definitions prescribed under Regulation S-K 1300. |
| (2) |
Mineral Resources were estimated by ICL Iberia and reviewed and
accepted by WAI. |
| (3) |
The point of reference for Mineral Resources is in-situ. Mineral
Resources are reported exclusive of Mineral Reserves. |
| (4) |
Mineral Resources are 100% attributable to ICL Iberia. |
| (5) |
All figures are rounded to reflect the relative accuracy of the
estimate, and numbers may not sum due to rounding. |
| (6) |
Mineral Resources are estimated using an average dry density of
2.1 t/m3. |
| (7) |
Mineral Resources are estimated using a medium-long term potash
price of $373/t FOB and an exchange rate of €0.91 per US dollar. |
ICL
Group Limited 162
As
of December 31, 2024, Cabanasses had 378.1 Mt of potash Mineral Resources compared to 378.8 Mt as of December 31, 2023, a decrease of
0.2% that resulted primarily from a transfer of prior Inferred Resources to Indicated Resources and those to Probable Reserves due to
a 2024 drilling campaign.
The
Mineral Resources estimate for Cabanasses is based on factors related to geological and grade models, as well as the prospects of economic
extraction. For further discussion of the material assumptions relied upon, please refer to Section 11 of the Technical Report Summary
filed as Exhibit 15.3 to this Annual Report.
Vilafruns
– Summary of Potash Resources at the end of the fiscal year ended December 31, 2024.
|
Amount (Mt) |
Grades/
Qualities (KCl) |
Cut-off grades (KCI) |
Metallurgical recovery (KCI)
| |
|
Measured mineral resources |
12.6 |
31.0% |
10% |
86.5% |
|
Indicated mineral resources |
9.4 |
32.1% |
||
|
Measured + Indicated mineral resources |
22.0 |
31.5% |
||
|
Inferred mineral resources |
30.7 |
28.9% |
| (1) |
Classification of Mineral Resources is in accordance with the
definitions prescribed under Regulation S-K 1300. |
| (2) |
Mineral Resources were estimated by ICL Iberia and reviewed and
accepted by WAI. |
| (3) |
Mineral Resources are reported in-situ and are exclusive of Mineral
Reserves. |
| (4) |
Mineral Resources are 100% attributable to ICL Iberia. |
| (5) |
All figures are rounded to reflect the relative accuracy of the
estimate, and numbers may not sum due to rounding. |
| (6) |
Mineral Resources are estimated using an average dry density of
2.1 t/m3. |
| (7) |
Mineral Resources are estimated using a medium-long term potash
price of $373/t FOB and an exchange rate of €0.91 per US dollar. |
As
of December 31, 2024, Vilafruns had 52.7 Mt of potash Mineral Resources which was unchanged from the 52.7 Mt as of December 31, 2023,
due to the Sallent site being put into care and maintenance in 2020. The Mineral Resources estimate for Vilafruns is based on factors
related to geological and grade models and the prospects of economic extraction. For further discussion of the material assumptions relied
upon, please refer to Section 11 of the Technical Report Summary filed as Exhibit 15.3 to this Annual Report.
Mineral
Reserve Estimate
Mineral
Reserve estimation used the geological block model and application of Modifying Factors based on historic data for “dilution”,
“mining recovery” and “cut-off grade” of 19% KCl etc. This data is provided to the Mine Planning Department to
spatially define the mine planning of access tunnels to all mineable blocks and then mining fleet activity scheduling to plan the life
of the mine.
The
parameters used in determining the cut-off grade take into consideration geology (continuity, structure), mining method, mining recovery,
mining dilution, plant recovery, technical feasibility, operating costs, and historical, as well as forecasted product prices. The cut-off
grade calculations are made by economists in ICL Iberia’s finance department. The calculation considers a medium-to-long-run forecast
of selling prices, costs and expected ore production. A conservative approach to selling prices was used.
ICL
Group Limited 163
The
Proven and Probable Reserves take into consideration the cut-off grade criteria detailed above. The mining recovery and dilution factors,
which are required in the conversion of resources to reserves take into consideration the mining method and the geological conditions
in the mine and consist of historical yield data based on 20 years of operations at the mines. The mining recovery ranges from approximately
25% to 60% by ICL Iberia’s “room and pillar” modified layout. The reserve quantity (in tonnes) and grade are quoted
as those that are expected to be delivered to the processing plant and are subject to metallurgical recovery factors. Metallurgical recovery
factors consist of historical yield data and are based on operational experience. A processing plant recovery of 86.5% is used and is
unchanged from 2022. The final product is 95.5% KCl to avoid quality losses.
Cabanasses
– Summary of Potash Reserves at the end of the fiscal year ended December 31, 2024.
|
Amount (Mt) |
Grades/
Qualities (KCl) |
Cut-off grades (KCI) |
Metallurgical recovery (KCI)
| |
|
Proven mineral reserves |
35.9 |
25.2% |
19% |
86.5% |
|
Probable mineral reserves |
59.4 |
25.8% |
||
|
Total mineral reserves |
95.3 |
25.6% |
| (1) |
Classification of Mineral Reserves is in accordance with the definitions
prescribed under Regulation S-K 1300. |
| (2) |
Mineral Reserves were estimated by ICL Iberia and reviewed and
accepted by WAI. |
| (3) |
The point of reference for the Mineral Reserves is defined at
the point where ore is delivered to the processing plant. |
| (4) |
Mineral Reserves are 100% attributable to ICL Iberia. |
| (5) |
All figures are rounded to reflect the relative accuracy of the
estimate, and numbers may not sum due to rounding. |
| (6) |
A minimum mining width of 5m was used. |
| (7) |
Mineral Reserves are estimated using medium-long term potash price
of $330/t FOB and an exchange rate of €0.91 per US dollar. |
As
of December 31, 2024, Cabanasses had 95.3 Mt of potash Mineral Reserves compared to 96.3 Mt as of December 31, 2023, a net decrease of
1% mainly due to our continuing mining operations, partially offset by conversion of resources to reserves resulting from exploratory
drilling in 2024.
Based
on Mineral Reserves of 95.3 million tonnes the life of mine schedule for Cabanasses runs from 2025 to 2045 (inclusive).
There
are no Mineral Reserves for Vilafruns as of December 31, 2024, which is unchanged since December 31, 2021, due to the discontinuation
of activity at the Sallent site and the Vilafruns mine being put into care and maintenance. For further discussion of the material assumptions
relied upon, please refer to Section 12 of the Technical Report Summary filed as Exhibit 15.3 to this Annual Report.
ICL
Group Limited 164
Logistics
ICL
Iberia transports the excavated ore by conveyor belt from the Cabanasses mine to the Súria processing plant. The final products,
potash and salt, are transported from the Súria processing plant to local customers by trucks, and via railway to Barcelona port
to the overseas markets.
A
designated railway line is used to transport potash and salt from the Súria processing plant to the Barcelona port. ICL Iberia’s
shipments are made via a terminal it owns at the port. In addition, ICL Iberia owns and maintains approximately 1.5 kilometers of standard
gauge railway at the Súria site that connects to the regional rail network. In 2024, up to four trains left daily, each with a total
payload capacity of 840 tonnes, spread over up to 21 freight cars. The rail route for product transport from Súria to the terminal
in the port of Barcelona is about 80 kilometers. The train traction engine and part of the bulk freight car rolling stock is operated
by the owner and operator FGC (Ferrocarrils de la Generalitat de Catalunya).
ICL
Iberia owns and operates its own facilities at the Port of Barcelona through its wholly owned subsidiary, Tráfico de Mercancias,
S.A. (Tramer). The facilities include bulk potash and salt storage warehouses, including freight car and rail truck conveyor unloading
facilities, within an area of 80,492 square meters divided into three zones.
As
part of the plan to increase ICL Iberia’s production capacity, upgrades to logistics infrastructure at the Súria site have
been completed, including the rail load out facilities and the Company’s berth at the Barcelona port, in such a manner that will
allow transport and export of about 2.3 million tonnes of potash and salt products per year.
ICL
Group Limited 165
Rotem
Amfert Israel (ICL Rotem)
Overview
ICL
Rotem, a limited liability company and wholly owned subsidiary of ICL, operates three open-pit phosphate mining sites comprising the Rotem
operation in the Negev Desert region of southern Israel, each with its own beneficiation plant. The Rotem operation includes the large-scale
sites at Oron and Rotem. In addition, in 2024, ICL resumed limited mining activities at Zin. The Rotem site is located approximately 17
kilometers to the south of the town of Arad and east of the town of Dimona, at approximately latitude 31°04’00”N and
longitude 35°11’50”E. The Oron and Zin sites lie to the southeast of the town of Yeruham. The Oron site is approximately
centered on the geographic coordinates of latitude 30°54’00”N and longitude 35°00’59”E. The Zin site
is approximately centered on the geographic coordinates: latitude 30°50’35”N and longitude 35°05’22”E.
These sites are accessible by road and rail.
Figure 4: Location of the Rotem,
Oron, Zin, and DSW Properties (Israel)
Israel
has a well-established and high-quality road network, making travel and access within the country, and to ICL properties, straightforward
and efficient. The Rotem site is 150 kilometers by road from Ashdod, a Mediterranean port, via Route 258 and Highways 25 and 40. The Oron
site is located 30 kilometers southwest of Rotem and is linked to Rotem via Route 206, which joins Highway 25. The Zin site is 10 kilometers
east of Oron and is located at the end of the current rail network in the Negev desert. It is linked to Oron by Route 227 and by an internal
private haul road. All three sites of ICL Rotem are connected by rail to the port of Ashdod on the Mediterranean and by road to the port
of Eilat on the Red Sea. Exports are mainly handled via Ashdod, where ICL has its own dedicated facilities, though exports to Asia Pacific
are typically handled via Eilat.
ICL
Group Limited 166
Mining
Concessions and Lease Agreements
ICL
Rotem has been mining phosphates in the Negev in Israel for more than sixty years. Mining is conducted in accordance with phosphate mining
concession, which is granted as required by Israel’s Ministry of Energy and Infrastructure under the Mines Ordinance, by the Supervisor
of Mines, as well as mining authorizations issued by the Israel Lands Authority (hereinafter – the Authority). The concession relates
to quarries (of phosphate rock), whereas the authorizations cover the use of land as active mining areas.
On
December 29, 2024, ICL Rotem was granted a new mining concession which replaces ICL Rotem’s current mining concession, which was
valid until the end of 2024. The new concession covers an area of 177.8 sqkm and includes the fields of Rotem, including Hatrurim, Zafir
Field, and Oron-Zin, as well as an area of approximately 0.3 sqkm to the north of Oron (“North Oron”), for a period of 20
years, effective January 1, 2025, until December 31, 2044, and only as long as mining can be conducted on a commercially viable basis,
following a competitive process that was held by Israel’s Ministry of Energy and Infrastructure. The Company has also been granted
an exploration license for all the phosphate sites in the New Concession.
As
of the reporting date, ICL Rotem has one lease agreement in effect until 2041, as well as two additional lease agreements, one for the
Zin plant which expired in 2024, for which the Company is working on a renewal with the Israel Land Authority - Southern Region, and additional
one for the Oron plant, which expired in 2017. Regarding the Oron plant, the Company has an agreement in principle with the Israel Land
Authority - Southern Region regarding the expected issuance of a lease agreement until the end of 2025. Following the receipt of the new
concession, the Company expects renewed lease agreements to be issued for a period that coincides with the new concession.
Mining
Royalties
As
part of the terms of the concessions, in respect of mining of phosphate, ICL Rotem is required to pay the State of Israel royalties based
on a calculation as stipulated in the Israeli Mines Ordinance.
In
accordance with the Mines Ordinance (Third Addendum A), the royalty rate for production of phosphates is 5% of the value of the quarried
material.
Under
the terms of the concessions and in order to continue to hold the concession rights, ICL Rotem is required to comply with additional reporting
requirements, in addition to the payment of royalties.
Planning
and Building
The
mining and quarrying activities require a zoning approval of the site based on a plan in accordance with the Israel’s Planning and
Building Law, 1965. Such plans are updated, as needed. As of the reporting date, there are several requests at various stages of deliberation
pending for consideration by planning authorities.
In
2016, the Southern District Committee for Planning and Construction approved a detailed site plan for mining phosphates in the Zin‑Oron
area (hereinafter – the Plan). The Plan, which covers an area of about 350 square kilometers, will permit the continued mining of
phosphate located in the Zin valley and in the Oron valley for a period of 25 years or until the exhaustion of the raw material –
whichever occurs first, with the possibility of an extension (under the authority of the District Planning Board). In addition, as part
of the Plan, the Company is in the final stages of approving a specific mining plan for the northern Oron area, which includes 0.3 square
kilometers.
ICL
Group Limited 167
The
Company is making efforts to promote suitable alternatives for additional resources that will secure its future phosphate operations at
ICL Rotem. As part of these efforts it is working to advance future mining of phosphate rock in other areas, subject to permits and approvals,
such as a plan to mine phosphates in Barir field, which is located in the southern part of the South Zohar deposit in the Negev Desert.
Currently no mining concession exists for this area. There is no certainty regarding the timelines for the submission of the plan, its
approval, or further developments with respect to the Barir field site.
For
further information regarding ICL Rotem’s royalties, planning and building proceedings, leases, and other matters, see Note 18 to
the Audited Financial Statements and “Item 3 - Key Information— D. Risk Factors”.
Operations
In
1952, Negev Phosphate Corporation was founded at Oron. In 1966, Arad Chemical Industries was formed and specialized in the production
of phosphoric acid. Both companies were owned by the Israeli government, which formed a new holding company, Israel Chemicals Ltd. In
1975, Negev Phosphate Corporation and Arad Chemical Industries merged under the Negev Phosphate name. Following this, a new subsidiary
company was created, Rotem Fertilizer Corporation, which began production of fertilizers and phosphoric acid. In 1977, the Zin mine and
beneficiation plant were constructed. In 1982, Israel Chemicals Ltd. acquired Amsterdam Fertilizers (Amfert) and in 1989, Amfert was merged
with Rotem Fertilizer Corporation under the name Rotem Amfert Group. In 1991, Negev Phosphate Corporation and Rotem Amfert Group were
merged under the name Rotem Amfert Negev Ltd., thereby combining all of Israel Chemicals Ltd.’s phosphate operations in the Negev
desert.
Rotem,
Oron and Zin comprise large open pit phosphate sites in the southern part of Israel in the Negev region. ICL Rotem currently operates
large-scale mining operations at Oron and Rotem, while limited mining activities are currently undertaken at Zin. The Company began operations
at Oron in the 1950s and at Rotem and Zin in the 1970s.
The
deposits are part of the Mediterranean phosphate belt extending from Turkey, through Jordan and Israel, and westward through Egypt, Tunisia
and Morocco. The deposits are of Campanian age (83.5 to 71 million years ago) and formed as stratiform sedimentary deposits on an ocean
margin. Each of the said fields in Israel has a similar layered structure and geological composition, with the phosphate preserved as
relatively thin seams along the margins and within the axes of two northeast to southwest trending asymmetrical synclines (basins or trough-shaped
folds). Oron and Rotem lie within a single syncline located northwest of the Zin syncline. The three deposits have been proved over extensive
distances in terms of length (Rotem 10 kilometers, Oron 16 kilometers and Zin 22 kilometers) and width (4 kilometers each).
The
phosphate seams are overlain by overburden consisting of a layer of alluvium and conglomerates, followed by a thick layer of marl and/or
oil shale with a phosphatic-limestone caprock layer below. The thickness of the overburden is generally 10 to 50 meters but can reach
70 meters. The caprock is a consistent marker horizon that defines the contact with the phosphate rock. Three main phosphate seams are
present at Rotem and Oron, while at Zin up to five are present. The seams are typically 1 to 4 meters in thickness. Bands of interburden
up to 1 meter thick are found between the seams and include chert, marl and limestone. Both the caprock and interburden can contain phosphate,
although this is generally of lower grade and considered non-economic. The phosphate deposits are underlain by a sequence of marls, limestone
and chert.
ICL
Group Limited 168
The
method of mining in ICL Rotem is by conventional open pit methods. Mining at Oron and Zin is undertaken by a contractor while Rotem uses
a combination of owner and contractor mining. Overburden is removed using drilling and blasting (where required) or free digging by hydraulic
excavators. Material is loaded into rigid dump trucks and transported to waste dumps, which include mined out areas of the pits where
it is used for on-going restoration works. The phosphate seams are selectively mined using dozers with rippers that make 0.5 meter deep
cuts into the phosphate rock. The phosphate is then pushed by the dozers into small stockpiles for loading by front end loaders or hydraulic
excavators into trucks and transported to the beneficiation plants. Each mine site has varying layers and thicknesses of overburden, interburden
and phosphate rock, so that the size of the mining equipment conforms to the mining sites and the operating requirements. The Company
is committed to ongoing restoration work, as it has done to date, at all of its mine sites.
All
three sites have associated beneficiation plants, which include crushing, grinding and flotation processing methods. The beneficiation
plants at Rotem and Oron are currently operational, while processing operations at the Zin beneficiation plant were discontinued in 2020.
At the Rotem site (located in Mishor Rotem), additional processing facilities are present and include: two sulphuric acid plants, three
green phosphoric acid plants, a white phosphoric acid plant, three superphosphate plants, two granular fertilizer plants, an MKP plant
and a Pekacid plant. Most of the production is used to produce phosphoric acid and fertilizers. The plants at Mishor Rotem are powered
primarily from electricity generated by the Company at its sulphuric acid plants, as well as from gas combustion from the national gas
network (which recently replaced oil shale) and by the national grid. All the power utilized by the Oron beneficiation plant is purchased
from the national grid in Israel. All water used by the site is supplied and approved for industrial use by the state authorities.
The
deposits are classified by ICL Rotem mainly based on the amount of organic material present in the phosphate rock. Central areas of the
deposits are generally associated with higher levels of organics while lower organic contents are generally found towards the deposit
margins. The organic content dictates the processing methods and final products. The following classification of phosphate ores is used:
White (<0.25% organic matter), Low Organic (0.25 to 0.35% organic matter), Brown and High Organic (>0.35 to 1.0% organic matter)
and Bituminous (>1.0% organic matter).
Based
on the availability of these ores, the existing production scenario used by ICL Rotem is as follows:
| • |
White phosphate rock from Oron is mined and processed at the Oron
beneficiation plant and the phosphate concentrate is transported to the Rotem plant for further processing into higher added value products
such as white phosphoric acids for food applications. |
| • |
Low organic phosphate rock from Rotem mine is processed at Rotem
plant to produce green (impure) phosphoric acids for agricultural applications. |
| • |
Bituminous phosphate rock from the center of the Rotem deposit
is mined and used to produce fertilizers at Rotem plant. Further significant bituminous phosphate exists within the deeper parts of the
Rotem deposit, however, only limited mining of this has occurred to date due to the presence of thick overburden (10 to 50 meters) containing
horizons of oil shale. The oil shale contains 12% to 21% organic matter and is susceptible to self-combustion when exposed by mining.
|
ICL
Group Limited 169
The
existing production scenario is planned to continue until 2025 when white phosphate rock at Oron will be mostly depleted. To maintain
current production levels, the following changes to the operation will then be made by ICL Rotem:
| • |
The Oron beneficiation plant will be reconfigured to allow brown
and low organic phosphate rock to be mined and processed at Oron and the phosphate concentrate transported to the Rotem plant for use
in the production of green phosphoric acid. In addition, brown phosphate rock from Oron will be transported by truck to the Rotem beneficiation
plant and used to produce additional green phosphoric acid and fertilizers after 2029. |
| • |
The Rotem beneficiation plant will process bituminous phosphate
rock mined from Rotem and the concentrate used in the production of white phosphoric acid. Overburden containing horizons of oil shale
will be stripped to allow access to the underlying bituminous phosphate rock. An upper limit of around 20% of the total overburden will
be allowed to contain oil shale and this will be transported to designated waste dumps and capped using marl rock. |
| • |
Bituminous phosphate rock from Rotem will also continue to be
used to produce fertilizers. |
| • |
Mining of the available bituminous phosphate rock at Rotem to
produce white phosphoric acid is planned to be completed by the end of 2029 and the remainder of white phosphate at Oron will be used
for specialty fertilizers. |
| • |
Small scale mining at Zin of approximately 0.2 Mtpa of low organic
phosphate rock is planned to continue for the life of mine using in-pit crushing and screening and final processing at the Oron beneficiation
plant. |
The
planned changes to the operation are based on recent pilot plant testwork that included 250 kt of brown phosphate and 180 kt of bituminous
phosphate being successfully processed through the existing plants to produce green and white phosphoric acids, respectively.
For
further information and description of certain risks relating to the mining operation at the Negev Desert, see Note 18 to the Audited
Financial Statements and “Item 3 - Key Information— D. Risk Factors”, respectively.
Production
The
following table sets forth the amount of total mine production of phosphate ore at the Company’s mines in the Negev Desert supplied
to the beneficiation plants for the three years ended December 31, 2024, 2023 and 2022:
|
Year Ended December 31,
|
|
2024 |
2023 |
2022 | |
|
Tonnes mined (kt) |
5,808
|
5,770 |
4,488 |
|
Grade (%P2O5
before / after beneficiation) |
23% / 31%
|
25% / 32% |
26% / 32% |
ICL
Group Limited 170
The
following table sets forth the approximate amounts of products produced after processing by our operations in the Negev Desert for the
three years ended December 31, 2024, 2023 and 2022:
|
Product Produced After Processing
at ICL Rotem (kt) | |||
|
2024 |
2023 |
2022 | |
|
Phosphate Rock* |
2,375
|
2,309 |
2,170 |
|
Green Phosphoric Acid |
503
|
520 |
508 |
|
Fertilizers |
1,024
|
1,033 |
1,044 |
|
White Phosphoric Acid |
154
|
150 |
176 |
|
Specialty Fertilizers |
100
|
78 |
95 |
*
Figures relate to phosphate concentrate produced by the Oron and Rotem beneficiation plants for further processing at the Rotem acid and
fertilizer facilities.
Property
Values
As
of December 31, 2024, the overall book value of the property, plant and equipment of ICL Rotem, amounted to about $856 million. The ICL
Rotem operations use modern mining, processing and transportation equipment and facilities which are maintained at a good standard.
Mineral
Resource Estimate
The
deposits have been extensively explored by surface exploration drilling using rotary percussion methods. Core drilling is occasionally
undertaken when additional geological information is required. Mineral Resources are estimated using lithology and assay information from
exploration drilling. At Oron, a total of 1,931 drillholes for 36,822m have been drilled and produced 4,508 composite samples. At Rotem,
a total of 1,503 drillholes for 68,347m have been drilled and produced 2,791 composite samples. At Zin, a total of 2,126 drillholes for
43,924m have been drilled and produced 5,449 composite samples. All samples were analyzed for P2O5.
Drilling
is initially undertaken on 200 to 250 meters spacing and then infilled on 50 to 70 meters spacing where needed. Rock chip samples or core
samples are logged and collected by ICL Rotem’s geologists and sent to the Oron preparation facility before chemical analysis at
the Rotem laboratory. Chemical analysis includes P2O5
and all potential contaminant elements.
The
ICL Rotem geological department uses geographical information system software and mining software to create geological models for each
of the phosphate deposits based on the drillhole logging information and assay data. Wireframe surfaces are created for each of the phosphate
seams and interburden with further sub-division as required. The models include overburden which is used in the calculation of strip ratios.
Grade
estimation of P2O5
and the contaminant elements within the phosphate seams is undertaken using inverse distance weighting estimation. The geological models
are depleted annually to account for mining.
In
determining the resources and reserves, cut-off grades of 20% to 25% P2O5
were applied, depending on the processing characteristics of the phosphate rock and the existing and planned beneficiation processes.
ICL
Group Limited 171
Rotem,
Zin, and Oron – Summary of Phosphate Mineral Resources at the end of the fiscal year ended December 31, 2024.
|
Category |
White Phosphate |
Low Organic Phosphate |
High Organic & Brown Phosphate
|
Bituminous Phosphate |
Total |
Grades/
Qualities |
Cut-off grades |
Metallurgical recovery |
|
|
(millions of tonnes) |
(P2O5)
| ||||||||
|
Rotem |
Measured |
- |
15.9 |
- |
62.6 |
78.5 |
28.8% |
25% |
54% and 69% |
|
Indicated |
- |
- |
- |
- |
- |
- | |||
|
M + Ind |
- |
15.9 |
- |
62.6 |
78.5 |
28.8% | |||
|
Inferred |
- |
- |
- |
- |
- |
- | |||
|
Zin |
Measured |
- |
11.8 |
10.0 |
24.3 |
46.1 |
25.3% |
23% |
56% |
|
Indicated |
- |
- |
- |
- |
- |
- | |||
|
M + Ind |
- |
11.8 |
10.0 |
24.3 |
46.1 |
25.3% | |||
|
Inferred |
- |
- |
- |
- |
- |
- | |||
|
Oron |
Measured |
1.3 |
- |
7.1 |
33.0 |
41.4 |
24.0% |
20% |
59% and 60% |
|
Indicated |
- |
- |
- |
- |
- |
- | |||
|
M + Ind |
1.3 |
- |
7.1 |
33.0 |
41.4 |
24.0% | |||
|
Inferred |
- |
- |
- |
- |
- |
- | |||
|
Total |
Measured |
1.3 |
27.7 |
17.1 |
119.9 |
166.0 |
26.6% |
||
|
Indicated |
- |
- |
- |
- |
- |
- |
|||
|
M + Ind |
1.3 |
27.7 |
17.1 |
119.9 |
166.0 |
26.6% |
|||
|
Inferred |
- |
- |
- |
- |
- |
- |
| (1) |
Classification of Mineral Resources is in accordance with the
definitions prescribed under Regulation S-K 1300. |
| (2) |
Mineral Resources were estimated by ICL Rotem and reviewed and
accepted by WAI. |
| (3) |
The point of reference for the Mineral Resources is in-situ. Mineral
Resources are reported exclusive of Mineral Reserves. |
| (4) |
Mineral Resources are 100% attributable to ICL Rotem. |
| (5) |
All figures are rounded to reflect the relative accuracy of the
estimate, and numbers may not sum due to rounding. |
| (6) |
Mineral Resources are estimated using average dry densities ranging
from 1.8 to 1.9 t/m3. |
| (7) |
Mineral Resources are estimated using an average of the previous
two years’ prices of $1,178/t FOB for acid products and $424/t FOB for fertilizer products, and exchange rates of NIS 3.58 per US
dollar and €0.91 per US dollar. |
ICL
Group Limited 172
As
of December 31, 2024, ICL Rotem had 166.0 Mt of phosphate resources compared to 275.2 Mt as of December 31, 2023, a decrease of 109.2
Mt which resulted from conversion of resources to reserves based on the planned changes to the operation following successful processing
trials. Additionally, some bituminous phosphate resources at Rotem in areas of thick oil shale overburden were removed from the Mineral
Resource estimate as they are no longer suitable for mining.
The
Mineral Resources estimate for ICL Rotem is based on factors related to geological and grade models and the prospects of economic extraction.
For further discussion of the material assumptions relied upon, please refer to Section 11 of the Technical Report Summary filed as Exhibit
15.4 to this Annual Report.
Mineral
Reserve Estimate
Mineral
Resources are converted to Mineral Reserves by application of Modifying Factors including geological factors (continuity and structure),
mining methods, mining recovery and dilution, beneficiation methods and metallurgical recoveries, technical feasibility, operating costs,
restoration costs and product revenues. These factors are used by ICL Rotem to calculate P2O5
cut-off grades and identify potential mining blocks. The strip ratio of overburden to phosphate rock is also considered when converting
resources to reserves. In addition, an upper limit of around 20% oil shale in the total overburden is used to define the reserves at Rotem.
The
quantity and grade of the calculated reserves are those that are expected to be delivered to the beneficiation plants and are subject
to metallurgical recovery factors. The Oron and Rotem beneficiation plants have been developed over the past few decades for the optimum
upgrading of the phosphate rock to concentrate containing typically 31% to 32% P2O5.
The Zin beneficiation plant will not be used for processing the reserves.
The
existing production scenario used by the operation will continue until the end of 2025, after which the operation will switch to the new
production scenario. Based on this expected scenario, the life of mine of the ICL Rotem operation is as follows:
| • |
Rotem site: The life of
mine at Rotem runs from 2025 to 2029 (inclusive) based on 1.3 Mt of reserves of low organic phosphate that will be mined in 2025 and 13
Mt of reserves of bituminous phosphate for production of fertilizers and white phosphoric acid, with an annual average mining rate of
2.6 Mt in the years 2025-2029. Reserves of bituminous phosphate are only reported for areas in which the total overburden required to
be mined contains a maximum of around 20% oil shale. Significant resources (62.6 Mt) of bituminous phosphate are present beneath an overburden
containing higher amounts of oil shale and the Company plans further technical studies to assess the potential for mining and stockpiling
this overburden |
| • |
Oron site: The life of
mine at Oron runs from 2025 to 2040 (inclusive) based on 3.0 Mt reserves of white phosphate rock, with an annual average mining rate of
0.2 Mt for the years 2025-2040, as well as 60.3 Mt of reserves of brown and low organic phosphate, of which 0.6 Mt will be mined in 2025
and 30 Mt in the years 2026-2040 at an annual average mining rate of 2 Mt. In the years 2030-2040, 29.7 Mt of brown phosphate rock will
be transported to Rotem beneficiation plant for processing to produce additional green phosphoric acid and fertilizers at an annual average
mining rate of 2.7 Mt. |
| • |
Zin site: The life of mine
at Zin runs from 2025 to 2040 (inclusive) based on: reserves of 3.2 Mt low organic phosphate for small-scale product sales (using minor
mining operation equipment located inside the open pit without utilizing the Zin beneficiation plant). Additional resources (11.8 million
tonnes) of low organic phosphate are available at Zin should these be required by the Company in the future. |
According
to the Reserves estimates as of December 31, 2024, ICL Rotem operation is not expected to significantly change until 2029 (inclusive),
at which time ICL Rotem will reassess its production activity in light of market conditions and available alternatives, including the
success of its efforts to increase the reserves for its operations.
Rotem,
Zin, and Oron – Summary of Phosphate Mineral Reserves at the end of the Fiscal Year Ended December 31, 2024.
ICL
Group Limited 173
|
Category |
White Phosphate |
Low Organic Phosphate |
High Organic & Brown Phosphate
|
Bituminous Phosphate |
Total |
Grades/
Qualities |
Cut-off grades |
Metallurgical recovery |
|
|
(millions of tons) |
(P2O5)
| ||||||||
|
Rotem |
Proven |
- |
1.3 |
- |
13.0 |
14.3 |
29.0% |
25% |
54% and 69% |
|
Probable |
- |
- |
- |
- |
- |
- |
|||
|
Zin |
Proven |
- |
3.2 |
- |
- |
3.2 |
26.1% |
23% |
50% |
|
Probable |
- |
- |
- |
- |
- |
- |
|||
|
Oron |
Proven |
3.0 |
2.4 |
57.9 |
- |
63.3 |
23.9% |
20% |
59% and 60% |
|
Probable |
- |
- |
- |
- |
- |
- |
|||
|
Total |
Proven |
3.0 |
6.9 |
57.9 |
13.0 |
80.8 |
24.9% |
||
|
Probable |
- |
- |
- |
- |
- |
- |
| (1) |
Classification of Mineral Reserves is in accordance with the definitions
prescribed under Regulation S-K 1300. |
| (2) |
Mineral Resources were estimated by ICL Rotem and reviewed and
accepted by WAI. |
| (3) |
The point of reference for the Mineral Reserves for Rotem and
Oron is defined at the point where ore is delivered to the beneficiation plants, for Zin it is defined at the point where ore is delivered
to the mobile crusher. |
| (4) |
Mineral Reserves are 100% attributable to ICL Rotem. |
| (5) |
All figures are rounded to reflect the relative accuracy of the
estimate, and numbers may not sum due to rounding |
| (6) |
A minimum mining width of 0.5m was used. |
| (7) |
Mineral Reserves are estimated using an average of the previous
two years’ prices of $1,178/t FOB for acid products and $424/t FOB for fertilizer products and $114/t FOB for phosphate rock from
Zin, and exchange rates of NIS 3.58 per US dollar and €0.91 per US dollar. |
As
of December 31, 2024, ICL Rotem had 80.8 Mt of phosphate reserves compared to 34.6 Mt as of December 31, 2023, an increase of 46.2 Mt
which resulted mainly from conversion of resources to reserves based on the planned changes to the operation following successful processing
trials.
Assumptions
regarding the technical parameter analysis, forecasted product prices, production costs, permitting decisions, or other factors may positively
or negatively affect reserves estimates. For further discussion of the material assumptions relied upon, please refer to Section 12 of
the Technical Report Summary filed as Exhibit 15.4 to this Annual Report.
ICL
Group Limited 174
Logistics
Most
of ICL Rotem’s products, whether in a solid or liquid state, are transported in bulk from Rotem and Oron by road or rail to the
Ashdod port or by road to the Eilat port. Typically, ICL’s products are transported by ship to markets in the Asia Pacific region
from Eilat port, and, to Europe, South America and the US from Ashdod port.
Within
the Rotem site, there is a rail loading facility that typically loads up to 30 wagons for each delivery. Approximately 1.4 million tonnes
of products per year are transported by rail to the Ashdod port, about 250 thousand tonnes by road to the Ashdod port and about 10 thousand
tonnes are transported by road to the port of Eilat.
ICL
Tovala, a wholly owned subsidiary of ICL, is responsible for transporting phosphate concentrate between processing facilities in road-going
rigid trucks and trailers. Each trailer has a payload of 40 tonnes. Around 1.1 million tonnes of phosphate concentrate per year are transported
from the Oron beneficiation plant to the Rotem facilities by truck for additional processing.
From
the Ashdod port, approximately 650 thousand tonnes of sulphur are transported to Rotem each year. Sulphur arrives at the port of Ashdod
from overseas, where it is loaded onto road going trucks and transported to the Company’s sulphur dispatch, situated approximately
5 kilometers from the port. At the depot, it is loaded into rail cars and then transported to Mishor Rotem.
Dead
Sea Works
Overview
Dead
Sea Works (DSW) is located on the south-west shore of the Dead Sea’s southern basin and is operated by ICL Dead Sea, a wholly owned
subsidiary of ICL. It is one of the world’s largest producers and suppliers of potash products, in addition to a range of chemical
products. The main product produced at the plant is muriate of potash (MOP) for use as agricultural fertilizer. DSW has 37 ‘ponds’
covering an area of 146.7 sqkm and associated processing facilities.
The
DSW processing facilities are approximately centered on the geographic coordinates: latitude 31°02’18”N and longitude
35°22’15”E. The Dead Sea region is the lowest point on the earth’s surface.
Figure 5 : Location of the DSW,
Rotem, Oron and Zin Properties (Israel)
ICL
Group Limited 175
Water
from the northern Dead Sea basin is pumped into evaporation ponds, where the mineral carnallite precipitates out of the solution and sinks
as a deposit on the bottom of the ponds. Floating barges with cutter suction dredgers, harvest the carnallite and pump this solution to
processing facilities located at the southern end of the site, where it is processed into potash products. In addition, bromine, metal
magnesium, magnesium chloride and salt are also produced.
DSW
is located alongside Highway, 90 which runs broadly North to – South from the port of Eilat in the south, northwards alongside the
Dead Sea and onwards through Tiberias near the Sea of Galilee in the north of the country. Products from DSW are transferred to either
the port of Ashdod (on the Mediterranean Sea) or the port of Eilat (on the Red Sea).
Mining
Concessions and Lease Agreements
Pursuant
to the Israeli Dead Sea Concession Law, 1961 (hereinafter – the Concession Law), as amended in 1986, and the concession deed attached
as an addendum to the Concession Law, DSW was granted a concession to utilize the resources of the Dead Sea and to lease the land required
for its plants in Sodom for a period ending on March 31, 2030. According to the Concession Law, should the government decide to offer
a new concession after the expiration date to another party, it will first offer the new concession to DSW with terms that are no less
attractive than those it may offer to that party.
The
concession covers a total area of 652 sqkm, including the evaporation ponds that cover an area of 146.7 sqkm.
In
accordance with section 24 (a) of the Supplement to the Concession Law, it is stated, among other things, that at the end of the concession
period all the tangible assets located in the concession area will be transferred to the government in exchange for their amortized replacement
value – the value of the assets as if they were purchased as new at the end of the concession period, less their technical depreciation
based on their maintenance condition and the unique characteristics of the Dead Sea area. As per section 24 (b) of the Supplement to the
Concession Law of the State of Israel, capital investments made within the 10-year period before the end of the concession require prior
consent of the Israeli government, unless they can be fully deducted for tax purposes before the end of the concession period. However,
the government's consent to any fundamental investment that may be necessary for the proper operation of the plants will not be unreasonably
delayed or denied. In 2020, an agreement was concluded between the Company and the government for the purpose of implementing section
24(b). The agreement determines, among other things, the manner of examining new investments and the consent process. In addition, the
agreement determines the Company's commitment to invest in fixed assets, including for preservation and infrastructure, as well as for
ongoing maintenance of the facilities in the concession area (for the period beginning in 2026) and the Company's commitment to continue
production of potassium chloride and elemental bromine (for the period commencing 2028), all subject to the conditions specified in the
agreement. Such commitments do not change the way the Company currently operates. The Company engages with the government in accordance
with the agreement and obtains investment approvals as required.
In
consideration of the concession, DSW pays royalties and lease rentals to the Government of Israel and is subject to the Law for Taxation
of Profits from Natural Resources, in addition to regular income tax.
For
further information regarding ICL Dead Sea royalties, taxes, concessions and other matters, see Notes 15 and 18 to our Audited Financial
Statements and “Item 3 - Key Information— D. Risk Factors.
ICL
Group Limited 176
Operations
In
the early part of the 20th century, the Dead Sea began to attract interest from chemists due to its concentration of minerals. In 1929,
a concession was granted by the British Mandatory government to the newly formed Palestine Potash Company. During the 1930’s, two
processing plants were constructed to extract potash, of these, the plant on the northern Dead Sea basin was destroyed in 1948 during
Israel's War of Independence. In 1952, Dead Sea Works was founded by the Israeli government as a state-owned enterprise based on the remnants
of the Palestine Potash Company. Major expansions of DSW occurred during the following decades under continued ownership by the Israeli
government, which formed a new holding company, Israel Chemicals Limited.
The
concentration of minerals extracted from the Dead Sea (including potash and bromine), constituting raw materials for production, is gradually
increasing due to the hydrological deficit experienced by the Dead Sea over the past 40 years.
ICL’s
extraction of minerals from the Dead Sea begins with an evaporation process facilitated by the hot and dry desert climate of the Dead
Sea region. Due to the hydrological deficit, the sea is declining at a rate of over 1 meter per year and is currently about 440 meters
below sea level. As a result, the Dead Sea is divided into two parts: the natural Northern Basin and the Southern Basin where artificial
evaporation ponds and dams have been constructed.
The
production process begins with the pumping of brine from the Northern Basin into the evaporation ponds in the Southern Basin (a distance
of about 15 kilometers) using the Company’s pumping station. In 2024, ICL pumped approximately 469 million cubic meters of water
from the Northern Basin into the evaporation ponds, of which approximately 318 million cubic meters of brine were returned at the end
of the process to the Northern Basin. In 2024, the Company produced approximately 3.7 million tonnes of potash from the Dead Sea, as well
as 190 thousand tonnes of bromine, 17 thousand tonnes of metal magnesium, 125 thousand tonnes of salt and 111 thousand tonnes of solid
magnesium chloride.
The
evaporation ponds extend over an area of approximately 146.7 square kilometers and are divided into two main subsystems – an array
of ponds for precipitating salt (mineral waste from the production process), and a series of ponds for precipitating carnallite (the target
mineral constituting a raw material for the production of potash).
The
salt pond known as Pond 5 is the largest pond, at approximately 80 square kilometers, and consists of 9 sub-ponds (156, 155/1 to 155/3,
and 154/1 to 154/5). Pond 5 was built during the 1960s by construction of a large dam, where in the center of the dyke surrounding it
a partition (separation clay core) was installed for sealing and preventing potential leakage of solutions. This dam marks the Southern
Basin of the Dead Sea on the Israeli side and allowed the continued existence of the Southern Basin due to the system of pumping stations
and flowing channels that are operated as part of the industrial operational system of the evaporation ponds. In order to continue operation
of Pond 5, the dyke was raised several times during the last 50 years.
The
evaporation processes give rise to concentration of brines and the precipitation of the salt to the floor of the pond. The remaining brines
are rich in potash, magnesium and bromide. These brines are pumped into the systems of other ponds, and, as a result of continued evaporation,
carnallite precipitates. Carnallite (MgCl2KCl(H2O)6),
the raw material used for production of potash, metal magnesium and chlorine, contains around 27% KCl. Within the DSW ponds, salt is also
present and the composition of the pond carnallite is approximately 23% KCl. The carnallite is harvested from the ponds by floating barges
with cutter suction dredgers and is sent, as slurry, to our production plants. The overall grade of the harvested material is around 20%
KCl when accounting for the salt contained in it. The brine from the end of the carnallite ponds is used as a raw material in the production
of bromine and magnesium chloride.
ICL
Group Limited 177
The
rise of the water level of Pond 5 -
Minerals
from the Dead Sea are extracted by way of solar evaporation, whereby salt precipitates onto the bed of Pond 5, located at one of DSW’s
sites. The precipitated salt creates a layer on the Pond 5 bed of approximately 16 million cubic meters per year. The production process
of the raw material requires that a fixed brine volume is preserved in Pond 5. Failure to maintain a constant volume of brine in Pond
5 could result in a reduction of production capacity.
In
addition, a rise in the water level of Pond 5 above a certain point may cause structural damage to the foundations of hotel buildings
situated close to the water’s edge, to the settlement of Neve Zohar, and to other infrastructure that is located along the western
shoreline of Pond 5.
The
preservation of the water level in Pond 5 at a maximum height (15.1 meters), which was reached at the end of 2021, was achieved through
a joint project of the Dead Sea Preservation Government Company Ltd. and DSW (which financed 39.5% of the project's cost) by constructing
coastline defenses. The project included raising the dyke along the western beachfront of Pond 5 across from the hotels together with
a system to lower subterranean water. Construction work with respect to the hotels' coastline has been completed, and elevation work in
the intermediate area between two hotel complexes has been conducted by the Dead Sea Preservation Government Company Ltd. and is nearing
completion.
Commencing
in 2022, the brine volume in Pond 5 has been preserved through the salt harvesting project ("the Permanent Solution"), the plan for which
was approved by the National Infrastructures Committee and the Israeli Government and includes the construction of the P 9 pumping station.
As of the reporting date, the water level of Pond 5 has not exceeded its maximum height. Approximately 8 million tonnes of salt per year
are primarily recovered using an electric powered cutter suction dredger. The Company is working to add a second dredger whose commissioning
is planned for 2027. The salt is contained within a slurry which is pumped to the eastern area of the pond and is deposited on dedicated
stockpiles that are constructed and managed by excavators. After the salt is allowed to dry, the remaining brine solution is returned
to the pond by gravity. The stockpiled salt is eventually transferred back to the Northern Basin using a 24-kilometer conveyor system
(currently undergoing detailed engineering design), which is planned to be commissioned in 2027. In 2024, due to the security situation
in Israel, the harvesting activity of the dredger was temporarily halted. The Company operated alternative excavators to support harvesting
operations. The Company is considering the deployment of a third medium-sized dredger in order to augment its ability to address future
operational risks.
For
further information, see Note 18 to our Audited Financial Statements and “Item 3 - Key Information— D. Risk Factors.
The
receding level of the Dead Sea is not to be confused with the rising water level in Pond 5 discussed above. These two seemingly contradictory
phenomena are occurring simultaneously, as Pond 5 is in the Southern Basin at a higher elevation than the main body of the sea lying to
its North, necessitating a special pumping station to regularly feed the pond with brine. While the brine level of Pond 5 is rising due
to the accumulation of salt on its floor and the pumping of brine from the Northern Basin of the Dead Sea, the water level of the Northern
Basin is receding, due to the reduction of the flow of water from the Jordan river to the Northern basin and evaporation, including evaporation
from the ponds of ICL and those of Arab Potash Company (APC), used in their production processes. As a result of the decline of the Dead
Sea level, sinkholes in the Dead Sea area are occurring with increasing frequency over recent years. Most sinkholes develop in the growing,
dried up part of the Northern Basin of the Sea, where the pumping station and the feeding canal of DSW are located. To protect operational
infrastructure, DSW monitors the area and fills the relevant sinkholes when they appear.
ICL
Group Limited 178
An
additional effect of the decline in the level of the Dead Sea is the erosion of the Arava stream, which flows along the international
border between Israel and Jordan. This erosion could endanger the future stability of the eastern dykes in the array of salt and carnallite
ponds. The Company is analyzing the situation to find solutions to prevent or retard this occurrence in the long term. The Company continues
to conduct ongoing monitoring and activities on site to protect the dykes. As part of these efforts, in 2020 the Company completed the
research phase aimed at gathering information for the detailed planning of a project to prevent the continued erosion of the stream. The
detailed design was completed in 2022, and optimization activities are currently being undertaken by the Company. All activities are being
implemented with full cooperation of the Arab Potash Company. Prior to commencing the project, relevant permits from the authorities are
required due to the project's engineering complexity, proximity to the border, soil instability and the environmental sensitivity of the
entire area. Insofar as it is decided to commence the project, the Company estimates that its completion is likely to take several years.
For
further information, see “Item 3 - Key Information— D. Risk Factors.
The
Company has operated an improved cogeneration power station in Sodom, Israel, since 2018. This power station supplies electricity and
steam required to support production of ICL's plants in Sodom, and it sells its surplus electricity to other ICL companies and external
customers via the national grid in Israel. It has a capacity of about 330 tonnes of steam per hour and about 230 MWh. The Company operates
the power station concurrently with an older power station which continues to operate on a limited basis as a "hot back up". Due to the
new plant's operation by natural gas, as well as its high efficiency and advanced pollution reduction technology, the new plant also allows
for a significant reduction in direct air emissions, including greenhouse gas emissions.
Production
The
following table sets forth the amount of our total production at DSW for the three years ended December 31, 2024, 2023 and 2022:
|
Production (kt) |
|
2024 |
2023 |
2022 | |
|
Potash |
3,700
|
3,819 |
4,011 |
|
Compacting plant* |
1,764
|
1,737 |
1,561 |
|
Bromine |
190
|
143 |
178 |
|
Cast Mg |
17
|
17 |
22 |
*Figures
relate to granular potash produced from total potash
ICL
Group Limited 179
Property
Value
As
of December 31, 2024, the overall book value of the property, plant and equipment of ICL Dead Sea, as presented in its financial statements,
amounted to over $6 billion, which is based on Replacement Cost accounting (as used assets) and is supported by an opinion from an independent
appraiser. The DSW operation uses modern mining, processing and transportation equipment, and facilities which are maintained at a good
standard.
The
Company believes that the applied Replacement Cost Methodology used in the opinion to estimate the fair value coincides with the methodology
mentioned in the Concession Law for future valuation of the Property, Plant and Equipment upon termination of the concession period. Nevertheless,
there could be other interpretations to the manner of implementation of the Concession Law’s provisions or with respect to the valuation
methodology. Therefore, the estimated value with respect to the Concession Law could materially differ from the Company's estimates, even
with respect to the same assets and dates.
Mineral
Resource Estimate
Exploration
by ICL Dead Sea involves the chemical analysis of source brine from the northern Dead Sea basin and the monitoring of changes in brine
concentration during transfer between the various ponds of the operation along with quarterly sonar surveys to determine the thickness
of carnallite on the floor of the ponds. In 2024, a total of 2,080 brine samples were taken and 8,320 results were produced following
chemical analysis.
DSW
is not a typical mining operation that can be explored by drilling. It is also not a typical solution mining operation that would require
an assessment of porosity and fluid flow within a rock mass. However, even though the source of brine is renewed to a certain extent by
inflow to the northern Dead Sea basin, the resource cannot be considered either fully renewable or infinite. The Mineral Resource estimation
process used by ICL Dead Sea involves long-term predictive modeling of brine inflow rates and changes to brine chemical composition based
on the following steps:
| 1. |
Determination of the pumping rate of brines from the northern
Dead Sea area. |
| 2. |
Determination of expected recovery of product based upon:
|
| a. |
Ability to determine composition and consistency of supply.
|
| b. |
Ability to predict consistency of evaporation and mineral precipitation.
|
| 3. |
Determination of Mineral Resource classification is based upon:
|
| a. |
Any variation in the supply rate and composition. |
| b. |
Any variation in the return flow of brines to the northern Dead
Sea basin to assess efficiency and consistency of process. |
| c. |
Variation in the precipitation of mineral amounts. |
| 4. |
Assessment of potential changes to any of the above factors.
|
It
is also important to consider the future external impact on what is a dynamic hydrological system. The primary factor that affects the
source brines is the continuing decrease in the sea level of the northern basin of the Dead Sea and its effect on the chemistry of the
Dead Sea water. A water deficit due to reduced inflow results in changing the chemistry of the remaining brine. The concentration of KCl
has increased over time, and the concentration of NaCl has decreased due to halite deposition in the northern Dead Sea basin. This reduction
in water level with associated changes in water chemistry are predicted to continue and are incorporated in the resource estimation process.
ICL
Group Limited 180
DSW
- Summary of Potash Mineral Resources at the end of the fiscal year ended December 31, 2024.
|
Classification |
Amount (Mt) |
Average Grade (KCl) |
Cut-off grades
(KCl) |
Metallurgical recovery
(KCl) |
|
Measured mineral resources |
297.9 |
20.8% |
0% |
80.4% |
|
Indicated mineral resources |
1,642.4 |
21.2% |
||
|
Measured + Indicated mineral resources |
1,940.3 |
21.1% |
||
|
Inferred mineral resources |
463.0 |
21.2% |
| (1) |
Classification of Mineral Resources is in accordance with the
definitions prescribed under Regulation S-K 1300. |
| (2) |
Mineral Resources were estimated by ICL Dead Sea and reviewed
and accepted by WAI. |
| (3) |
Mineral Resources are reported as being contained within the carnallite
ponds following pumping from the northern Dead Sea basin. |
| (4) |
Mineral Resources are reported on an in-situ basis and are exclusive
of Mineral Reserves. |
| (5) |
Mineral Resources are 100% attributable to ICL Dead Sea.
|
| (6) |
All figures are rounded to reflect the relative accuracy of the
estimate, and numbers may not sum due to rounding. |
| (7) |
Dead Sea Works is a dredging operation, and therefore no minimum
mining width has been applied. |
| (8) |
Mineral Resources are estimated using average dry densities of
1.67 t/m3.for carnallite and 2.16 t/m3 for salt. |
| (9) |
Mineral Resources are estimated using a medium-long term potash
price of $320/t FOB and an exchange rate of NIS 3.58 per US dollar. |
As
of December 31, 2024, DSW had 2,403 million tonnes of potash resources compared to 2,170 million tonnes as of December 31, 2023, an increase
of 10.7% due to an updated production model. For further discussion of the material assumptions relied upon, please refer to Section 11
of the Technical Report Summary filed Exhibit 15.5 to this Annual Report.
ICL
Group Limited 181
Mineral
Reserve Estimate
Mineral
Reserves are estimated based on the annual harvesting rate of material contained within the carnallite ponds by the barges. An average
rate of around 23.4 million tonnes per year (based on a five-year average) is used. Mining factors of 100% mining recovery and 0% mining
dilution are applied. Mineral Reserves are limited by the current concession which expires on March 31, 2030.
DSW
– Summary of Potash Reserves at the end of the fiscal year ended December 31, 2024.
|
Amount (Mt) |
Average Grade (KCl) |
Cut-off grades
(KCl) |
Metallurgical recovery
(KCl) | |
|
Proven mineral reserves |
122.7 |
20.6% |
0% |
80.4% |
|
Probable mineral reserves |
- |
- |
||
|
Total mineral reserves |
122.7 |
20.6% |
| (1) |
Classification of Mineral Reserves is in accordance with the definitions
prescribed under Regulation S-K 1300. |
| (2) |
Mineral Reserves were estimated by ICL Dead Sea and reviewed and
accepted by WAI. |
| (3) |
The point of reference for the Mineral Reserves is defined at
the point where ore is delivered to the processing plant. |
| (4) |
Mineral Reserves are 100% attributable to ICL Dead Sea.
|
| (5) |
All figures are rounded to reflect the relative accuracy of the
estimate, and numbers may not sum due to rounding. |
| (6) |
Dead Sea Works is a dredging operation, and therefore no minimum
mining width has been applied. |
| (7) |
Mineral Reserves are estimated using a two-year average product
price of $296/t FOB and an exchange rate of NIS 3.58 per US dollar. |
As
of December 31, 2024, DSW had 122.7 million tonnes of potash reserves compared to 138.5 million tonnes as of December 31, 2023, a decrease
of 10.4% due to ongoing extracting operations, partially offset by an updated production model. The Mineral Reserves estimate for DSW
may be impacted by material assumptions regarding forecasted product prices, production costs, permitting decisions (most notably the
2030 expiration of the concession; an extension to the concession would increase reserves), or other relevant factors that may positively
or negatively affect the Mineral Reserve estimate. For further discussion of the material assumptions relied upon, please refer to Section
12 of the Technical Report Summary filed as Exhibit 15.5 to this Annual Report.
The
life of mine based on the current concession at DSW is 5.25 years (to March 31, 2030) based on Mineral Reserves of 122.7 million tonnes.
Logistics
The
potash produced at ICL Dead Sea's facilities is transported to the Eilat port by truck or by means of a conveyor belt that was built over
18 kilometers to the railhead located at Tzefa in Mishor Rotem, and from there the output is transported to the Ashdod port by train or
by truck. Other products are transported by truck and train to ports for export.
The
port of Ashdod is in the west of Israel on the Mediterranean Sea coast and approximately 100 kilometers from Mishor Rotem. The port of
Eilat is in the far south of Israel on the Red Sea coast. It is approximately 180 kilometers from DSW and is accessible by road. Typically,
shipments exiting the Eilat port are to India and Asia Pacific, whereas sales to Europe, South America and the US are sent from the Ashdod
port.
ICL
Group Limited 182
YPH
China
Overview
YPH,
ICL's subsidiary in China, which is equally owned with Yunnan Yuntianhua Corporation Ltd. ("YYTH"), holds a phosphate mining license that
was issued in 2015 by the Division of Land and Resources of the Yunnan district in China for the Haikou mine, which the Company operates
and is valid until January 2043. In addition, the Company held an unutilized mining license for the Baitacun deposit which expired in
April 2023. In 2022, the Company completed a risk survey to assess the feasibility and profitability of the Baitacun deposit and is currently
working to renew its license for an additional ten years. As such no Mineral Resources or Mineral Reserves are currently stated for Baitacun.
Haikou
is an open pit mine located to the west of Haikou Town, in the Xishan district, 30 kilometers south of Kunming City. Haikou is approximately
centered on the geographic coordinates: latitude 24°46’33”N and longitude 102°28’29”E. The Baitacun
deposit, where mining activities have not yet commenced, is located approximately 5 kilometers northeast from the Haikou mine.
The
Haikou mine has been in operation since 1966 and the mining license is spread over 9.6 square kilometers. The Haikou mine is divided into
four blocks. The phosphate resources in blocks 1 and 2 have been extensively mined. Mining in block 3 began in 2015, and mining activities
in block 4 began at the end of 2017.
Figure 6: Location of Haikou Mine
(China)
ICL
Group Limited 183
Mining
Concessions and Lease Agreements
With
respect to mining rights, in accordance with China’s "Natural Resources Tax Law", YPH pays royalties of 8% on the selling price,
based on the market price of the rock prior to its processing.
In
2016, a subsidiary of YYTH (hereinafter – YPC) issued a statement whereby in 2010 it entered into agreements with the local authority
of Jinning County, Yunnan Province and Jinning Lindu Mining Development and Construction Co. Ltd. (hereinafter - Lindu Company), according
to which Lindu Company is permitted to mine up to two million tonnes of phosphate rock from a certain area measuring 0.414 square kilometers
within the area of the Haikou mine (hereinafter – the Daqing Area) and to sell such phosphate rock to any third party in its own
discretion. In 2024, an agreement was reached between YPH, Lindu Company and YPC. Under this agreement, Lindu Company will be allowed
to complete its mining activities in the Daqing Area, with a limit of up to 2 million tonnes. In exchange, YPC will compensate YPH by
providing the same quantity and quality of rock that Lindu Company mined within a maximum of five years.
In
2024, YPH acquired the surface rights for an area (hereinafter – the NBTU Area) located in the southwest of the concession. YPH
now holds the surface rights for most of the concession area and in 2025 will continue to work to acquire the surface rights for a remaining
area (hereinafter – the HOM Area) located in the southeast of the concession. YPH believes this will be completed by the end of
2026 and does not affect the right or ability to perform the proposed work on the Property
For
further information regarding the concessions in China including royalties, mining licenses, rights, and other matters, and for a description
of certain risks relating to the operations in China, see Note 18 to the Audited Financial Statements and “Item 3 - Key Information—
D. Risk Factors”, respectively.
Operations
The
Haikou mine was established in 1966 and was most recently owned and operated by YYTH. In 2015, through YPH, ICL entered a joint venture
with YYTH.
The
phosphate deposits at Haikou and Baitacun are part of an extensive marine sedimentary basin of late Precambrian to early Cambrian age.
The deposits occur as seams in which the phosphate is situated in two layers – an upper layer and a lower layer. The thickness of
the upper layer varies from 2.5 to 11 meters and is about 7.6 meters on average, whereas the thickness of the lower layer, which is lower
grade, varies from 2 to 9 meters and is about 6.1 meters on average. The phosphate is of a low organic type, and as such it is suitable
for phosphoric acid production. The mining is executed based on inter-layers and quality thereof. Inter-layers have 3 quality categories:
Grade I (highest grade) > 30% P2O5,
Grade II- 24%-30% P2O5
and Grade III- 15%-24% P2O5.
The
mining in the Haikou mine is via open pit mining using conventional methods by means of drilling and blasting, hydraulic excavators, mining
trucks and tractors for mining phosphates. Mining of the phosphate can be highly selective where required.
ICL
Group Limited 184
Mining
is undertaken in three stages. In the first stage, the upper ground level is stripped and stored or spread out over mined areas for reclamation
purposes. In the second stage, drilling, blasting, and stripping of the upper overburden level is executed (consisting of hard siliceous
dolomite). In the third stage, mining of phosphate is performed by drilling and blasting every inter-layer separately. A layer of interburden
with an average thickness of 11 meters is present between the upper and lower phosphate layers and consists of interbedded phosphate (non-economic)
bearing sandy dolomite, which is also drilled, blasted and removed. The lower phosphate
layer is underlain by dolomite which is not mined. The phosphate layers are mined based on three quality categories:
| • |
Grade I (highest grade) > 30% P2O5
- This category of phosphate is weathered and most of the carbonates have been dissolved. It is soft and easy to mine, requiring no blasting.
However, its occurrence is in small patches, requiring highly selective mining. This category comprises less than 10% of the Haikou deposit
and is fed directly to the scrubbing plant for processing. |
| • |
Grade II 24%-30% P2O5
– Harder phosphate material requiring blasting and crushing prior to further processing at the scrubbing plant. This category comprises
around 25% of the Haikou deposit. |
| • |
Grade III 15%-24% P2O5
– This is the hardest rock and requires blasting, crushing, and grinding before further processing. |
Based
on the patches' appearance of the medium and high-grade phosphate, mining is performed by small mining equipment, trucks with a capacity
of 40 tonnes and excavators with a bucket capacity of 3 to 6 cubic meters.
Phosphate
ore is trucked to on-site processing facilities which include two beneficiation plants, a flotation plant and a scrubbing plant (which
was reconfigured in 2024 to a dry crushing process) where it is processed to produce phosphate concentrate at a minimum grade of 28% P2O5.
The concentrate is then transported to the on-site chemical processing plant (”3C”) for further processing into saleable products
including fertilizers and phosphoric acids. The 3C chemical plant is part of YPH. Additional sources of phosphate ore come from on-site
surface stockpiles and phosphate rock purchased from third parties, which increased from 34 thousand tonnes in 2023 to 416 thousand tonnes
in 2024.
The
flotation plant processes low to medium grade phosphate ore by crushing, grinding and flotation, and produces phosphate concentrate which
is pumped as a slurry to the 3C chemical plant via a 6.5 kilometer pipeline. Flotation processing capacity at Haikou is 3.4 million tonnes
per year, producing approximately 2.2 million tonnes per year of phosphate concentrate.
The
scrubbing plant processes medium to high grade phosphate ore. In 2024, the plant was re-configured to dry crushing and concentrate produced
from medium grade ore is transported to the flotation plant for further beneficiation, while concentrate produced from higher grade ore
is transported to the 3C chemical plant. In 2024, a total of 544 thousand tonnes of concentrate were produced by the scrubbing plant.
In addition, small amounts (41 thousand tonnes in 2024) of high-grade phosphate ore are transported to the 3C chemical plant for dry grinding
and use in production of triple super phosphate (TSP) fertilizer.
The
3C chemical plant includes four sulphuric acid facilities, three green phosphoric acid facilities, one facility for manufacture of technical
grade white phosphoric acid, one factory for manufacture of food grade white phosphoric acid and an additional six fertilizer facilities.
These facilities are powered by electricity generated from the sulphuric acid production process, as well as from the national power network.
Access to the production sites is by road and train.
There
are two tailings storage facilities (TSFs): Flotation TSF and Gypsum TSF. The Flotation TSF receives tailings from the flotation and scrubbing
plants while the Gypsum TSF receives gypsum tailings produced by the 3C chemical plant. In 2022, the Company completed the construction
of infrastructure for the expansion of the TSFs, and in April 2022, it received an official certification enabling the expansion of the
TSF's area, which is required as part of YPH’s ongoing operations plan.
The
Haikou site is well connected to the national road and rail network and is connected to the national grid, with the region being a major
supplier of hydroelectric power. All water used by the site is supplied and approved for industrial use by the state authorities.
ICL
Group Limited 185
Production
The
following table sets forth the amount of total mine production of phosphate ore at the Haikou mine
(and the relevant grade) supplied to the beneficiation plants, for the three years ended December 31, 2024, 2023 and 2022:
|
Total Mine Production of Raw Ore
at YPH | |||
|
2024 |
2023 |
2022 | |
|
Tonnes mined (kt) |
3,575
|
3,646 |
3,223 |
|
Grade (% P2O5 before/after beneficiation) |
21% / 28%
|
22% / 28% |
22% / 28% |
| (1) |
All figures are rounded to reflect the relative accuracy of the
estimate, and numbers may not sum due to rounding. |
The
following table sets forth the approximate amounts of product produced
after processing by the operations at the Haikou mine, for the three
years ended December 31, 2024, 2023 and 2022:
|
Product Produced After Processing
at YPH (kt) | |||
|
2024 |
2023 |
2022 | |
|
Phosphate Rock *
|
2,715
|
2,657 |
2,497 |
|
Green Phosphoric Acid |
694
|
682 |
676 |
|
Fertilizers |
605
|
609 |
611 |
|
White Phosphoric Acid |
124
|
95 |
94 |
|
Specialty Fertilizers |
152
|
113 |
92 |
*
Figures relate to phosphate concentrate produced by the flotation, scrubbing plants for further processing
at the 3C chemical plant.
Property
Value
As
of December 31, 2024, the overall book value of the property, plant and equipment of Haikou amounted to about $289 million.
The Haikou mine uses modern mining, processing and transportation equipment and facilities which are maintained at a good standard.
ICL
Group Limited 186
Mineral
Resource Estimate
Mineral
Resources are estimated using lithology and assay information from exploration drilling and includes a total of 300 drillholes for 23,915m
with 5,252 samples collected and analyzed for P2O5.
Drilling is undertaken on 100 to 150 meters spacing and then infilled on 50 to 100 meters spacing where needed. No exploration drilling
was undertaken in 2024.
The
YPH geological department uses geographical information system software and mining software to create geological models of the phosphate
seams based on drillhole logging information and assay data. Wireframe surfaces of the phosphate seams, subdivided by high, medium and
low-grade domains are created and used as the basis of the Mineral Resource estimate. The model includes overburden which is used in the
calculation of strip ratios. Grade estimation of P2O5
and contaminant elements in the phosphate seams is undertaken using inverse distance weighting estimation. Mineral Resources are constrained
by limiting boundaries as two-dimensional polygons for each of the upper and lower phosphate layers and these are updated annually to
account for depletion by mining.
YPH
Haikou – Summary of Phosphate Mineral Resources at the end of the fiscal year ended December 31, 2024.
|
Amount (Mt) |
Grades/
Qualities (P2O5)
|
Contained P2O5
(Mt) |
Contained P2O5
Attributable to ICL (Mt) |
Cut-off grades (P2O5)
|
Metallurgical recovery (P2O5)
| |
|
Measured mineral resources |
3.0 |
22.3% |
0.67 |
0.33 |
15% |
86.9% |
|
Indicated mineral resources |
2.3 |
24.0% |
0.55 |
0.28 |
||
|
Measured + Indicated mineral resources |
5.3 |
23.0% |
1.22 |
0.61 |
||
|
Inferred mineral resources |
0.2 |
20.0% |
0.04 |
0.02 |
| (1) |
Classification of Mineral Resources is in accordance with the
definitions prescribed under Regulation S-K 1300. |
| (2) |
Mineral Resources were estimated by YPH and reviewed and accepted
by WAI. |
| (3) |
The point of reference for Mineral Resources is defined on an
in-situ basis. Mineral Resources are exclusive of Mineral Reserves. |
| (4) |
YPH is a consolidated subsidiary of ICL. The reported tonnages
and grades are on a 100% basis. The contained P2O5
attributable to ICL reflects the Company’s 50% interest. While YPH is consolidated into ICL’s financial statements, YYTH owns
a 50% minority interest in YPH. |
| (5) |
All figures are rounded to reflect the relative accuracy of the
estimate, and numbers may not sum due to rounding. |
| (6) |
Mineral Resources are estimated using average dry densities ranging
from 2.29 to 2.78 t/m3. |
| (7) |
Mineral Resources are estimated using an average of the previous
two years’ prices of $639/t FOB for acid products and $438/t FOB for fertilizer products and an exchange rate of 7.20 RMB per US
dollar. |
ICL
Group Limited 187
As
of December 31, 2024, Haikou had 5.5 Mt of phosphate resources which was unchanged from the 5.5 Mt as of December 31, 2023 because there
has been no exploration drilling in 2024. The Mineral Resources estimate for Haikou is based on factors related to geological and grade
models and the prospects of economic extraction. For further discussion of the material assumptions relied upon, please refer to Section
11 of the Technical Report Summary filed as Exhibit 15.6 to this Annual Report.
Mineral
Reserve Estimate
The
average quality of phosphate ore at Haikou is around 21.6% P2O5
and is divided into 3 grades: Grade I (highest grade) > 30% P2O5,
Grade II- 24-30% P2O5
and Grade III- 15-24% P2O5.
Phosphate is beneficiated in the scrubbing facility in the flotation plant, or in the grinding facility. The quantities and grades of
the calculated Mineral Reserves are those that are expected to be delivered to the beneficiation plants prior to application of metallurgical
recovery. The average metallurgical recovery through the beneficiation plants is 86.9%.
In
determining these reserves, a cut-off grade of 15% P2O5
was applied in accordance with the flotation plant capability to produce usable concentrate rock (28% P2O5),
which is the average quality required to produce phosphoric acid in the Yunnan region. The boundaries of the phosphate layers are physically
well defined and all phosphate rock above the cut-off grade is mined.
The
reported Mineral Reserve estimate was constrained by mining outlines and includes diluting materials and allowances for losses. The strip
ratio of overburden to phosphate rock is also considered and an upper limit of 2.2 bank cubic meters of overburden per tonne of phosphate
over the life of mine is used. All Proven Reserves were derived from the Measured Mineral Resource classification. The results of the
Mineral Reserve estimate are supported by the outcomes of an economic analysis completed in support of the operational business plan.
Based
on the Company's knowledge, we have all the government approvals and permits that are necessary for the reserves in China.
YPH
Haikou – Summary of Phosphate Mineral Reserves, at the end of the fiscal year ended December 31, 2024.
|
Amount (Mt) |
Grades/
Qualities (P2O5)
|
Contained P2O5
(Mt) |
Contained P2O5
Attributable to ICL (Mt) |
Cut-off grades (P2O5)
|
Metallurgical recovery (P2O5)
| |
|
Proven mineral reserves |
44.5 |
21.6% |
9.6 |
4.8 |
15% |
86.9% |
|
Probable mineral reserves |
- |
- |
- |
- |
||
|
Total mineral reserves |
44.5 |
21.6% |
9.6 |
4.8 |
| (1) |
Classification of Mineral Reserves is in accordance with the definitions
prescribed under Regulation S-K 1300. |
| (2) |
Mineral Reserves were estimated by YPH and reviewed and accepted
by WAI. |
| (3) |
The point of reference for Mineral Reserves is defined at the
point where ore is delivered to the beneficiation plants. |
| (4) |
YPH is a consolidated subsidiary of ICL. The reported tonnages
and grades are on a 100% basis. The contained P2O5
attributable to ICL reflects the Company’s 50% interest. While YPH is consolidated into ICL’s financial statements, YYTH owns
a 50% minority interest in YPH. |
| (5) |
All figures are rounded to reflect the relative accuracy of the
estimate, and numbers may not sum due to rounding. |
| (6) |
A minimum mining width of 1.0m was used. |
| (7) |
Mineral Reserves are estimated using an average of the previous
two years’ prices of $639/t FOB for acid products and $438/t FOB for fertilizer products and an exchange rate of 7.20 RMB per US
dollar. |
ICL
Group Limited 188
As
of December 31, 2024, Haikou had 44.5 Mt of phosphate reserves compared to 50.9 Mt as of December 31, 2023, a decrease of 12.6%, due to
depletion from mining and an updated mining schedule.
Based
on Mineral Reserves of 44.5 million tonnes, the life of mine schedule for Haikou runs from 2025 to 2042 (inclusive) and it assumes a reduction
of the mining rate at Haikou due to a permit requirement. To maintain current production capacity, additional phosphate rock for processing
can be procured from third parties. In addition, the mining concession for the Baitacun deposit is currently in the process of being renewed
by YPH.
Assumptions
regarding the technical parameter analysis, forecasted product prices, production costs, permitting decisions, or other factors may positively
or negatively affect the reserves estimates. For further discussion of the material assumptions relied upon, please refer to Section 12
of the Technical Report Summary filed as Exhibit 15.6 to this Annual Report.
Logistics
YPH
holds the Haikou mine, beneficiation plants, the 3C chemical plant and two plants for production of downstream products – one located
close to the Haikou mine and the other in proximity to the Kunming airport.
Most
of the transport of raw materials from the Haikou mine to the 3C chemical plant is executed via pipeline (slurry), whereas a small part
is transported by trucks.
Most
of the products are sold to the local market in northern China and are transported from the 3C chemical plant directly to customers, by
train or marine shipment, mainly from two exit ports, QinZhou port and Fangchengang, while a small part is transported to customers in
the Yunnan region. Fangcheng port and Zhanjiang port are also used for importing sulphur, in the amount of approximately 630 thousand
tonnes per year, subject to YPH’s demand and existing sources.
Item 4A –
UNRESOLVED STAFF COMMENTS
Not
Applicable.
ICL
Group Limited 189
Item 5 –
FINANCIAL RESULTS AND BUSINESS OVERVIEW
| A. |
OPERATING RESULTS |
The
information included in the discussion and analysis below provides details on the information for the years ended December 31, 2024. and
December 31, 2023. Certain Information related to the year ended December 31, 2022. has not been included. It can be found in the Company's
filing of Form 20-F for the year ended December 31, 2023.
Principal
Factors affecting our Results of Operations and Financial Condition
As
a multinational company our financial results are affected by changes in the demand for basic agricultural products, global economic trends,
changes in terms of trade and financing, and fluctuations in currency exchange rates. As part of our business strategy implementation,
we take steps to adapt our marketing and production policies to evolving global market conditions, improve cash flow, diversify sources
of finance, strengthen our financial position, and optimize efficiency and minimize costs.
In
both 2024 and 2023, approximately 4% of our total sales derived from sales in Israel. In 2024 and 2023, approximately 54% and 52%, respectively,
of our total sales derived from production activities outside of Israel. There is not a single customer on which we are materially dependent,
or that accounted for more than 10% of the Company’s total sales in 2024.
Trends
Affecting Our Operating Expenses
Energy
expenses accounted for approximately 6% of our total operating costs in both 2024 and 2023, reflecting a total decrease of approximately
12% in energy expenses year-over-year. The decrease was mainly related to several expenses: electricity expenses in 2024 and 2023 amounted
to $123 million and $162 million, respectively, comprising 35% and 40%, respectively, of our total energy expenses. Natural gas expenses
in 2024 and 2023 amounted to $169 million and $181 million, respectively, comprising 47% and 45%, respectively, of our total energy expenses.
Oil and oil products expenses in 2024 and 2023 amounted to $17 million and $21 million, respectively, each accounting for 5% of our total
energy expenses.
ICL
is one of the largest natural gas consumers in Israel and has made a strategic decision to use natural gas to power its largest production
plants in Israel. This transition of ICL’s facilities to natural gas from other fossil fuels has significantly reduced air pollutants
in the areas surrounding ICL facilities, reduced the GHG emissions, improved the quality of the output and reduced maintenance expenses.
For further information, including details of the specific natural gas purchasing agreements undertaken by the Company, see Note 18 to
our Audited Financial Statements and “Item 4 - Information on the Company— B. Business Overview”.
Marine
transportation expenses in 2024 and 2023 amounted to approximately $287 million and $269 million, respectively, comprising 5% of our total
operating costs for each year. The increase is primarily attributed to higher marine transportation costs.
Our
financial statements are presented in US dollars. Most of our sales are in US dollars, and the remaining portion is mainly in euros. Part
of our operating expenses in Israel are denominated in Israeli shekels and, consequently, devaluation of the average Israeli shekel exchange
rate against the US dollar has a positive impact on our profitability, while appreciation has the opposite effect. Devaluation of the
average exchange rate of the euro against the US dollar has a negative impact on our profitability, while appreciation has the opposite
impact. On the other hand, devaluation of the euro against the US dollar improves the competitive ability of our subsidiaries whose functional
currency is the euro, compared with competitors whose functional currency is the US dollar. In 2024, the Company’s operational results
were positively impacted mainly by the depreciation of the average exchange rate of the Israeli shekel against the US dollar, as well
as the positive impact of our hedging strategy on operational costs, partially offset by the depreciation of the average exchange rate
of the Brazilian real against the US Dollar. For further information, see “Item 5 – Financial Results and Business Overview—
A. Operating Results” and "Item 11 - Quantitative and Qualitative Disclosures about Market Risk".
ICL
Group Limited 190
We
hedge part of our exposure to the risks described above, which include exposure to sales and operating expenses that are not denominated
in our functional currency. The main exposure derives from operating expenses denominated in NIS and other currencies that are not
the functional currency of our subsidiaries, and exposure to marine transportation prices and energy prices. Our management determines
the extent of our hedging activities based on their estimation of our sales and operating expenses, as well as their expectations of developments
in the markets in which we operate. See “Item 11 - Quantitative and Qualitative Disclosures about Market Risk”.
Trends
affecting our segments
Global
politics, economics, conflicts, and environmental pressures have all impacted the markets in recent years. Following a significant price
drop from their 2022-23 highs, fertilizer and commodity prices moderated throughout 2024. This price moderation has spurred a gradual
increase in global consumption.
Global
inflation continued to ease throughout 2024, following the previous year's contractionary monetary policies implemented by central banks.
This allowed both the US Federal Reserve and the European Central Bank to begin transitioning towards a more accommodative stance, initiating
interest rate reductions. However, despite this cooling trend, inflation persists above pre-pandemic levels in most markets, creating
a challenging business environment where balancing rising wages and input costs remains a key concern. Furthermore, interest rates, while
eased by some central banks, remain elevated, and the pressure on financing is compounded by high debt levels and persistent fiscal deficits.
Despite
surprisingly resilient global growth in 2024, the world economy faces further challenges in 2025. Elevated geopolitical tensions, including
those in the Middle East, risk disrupting energy markets and supply chains, potentially driving inflation higher and dampening economic
activity. Financial markets have reacted to anticipated policy changes following the 2024 elections, and uncertainty surrounding economic
policy, particularly in trade and government spending, has risen. In addition, persistent global trade frictions, weak Chinese demand,
and a slowdown in Europe will create continued uncertainty for the global economy and commodity markets.
For
further information regarding Risks Related to our Industry and Business, see “Item 3 - Key Information— D. Risk Factors”.
ICL
Group Limited 191
Trends
affecting Industrial Products segment
The
operations of ICL's Industrial Products segment are largely affected by levels of activity in the electronics, construction, automotive,
oil drilling, furniture, pharmaceutical, agro, textile and water treatment markets.
In
2024, approximately 47% of the worldwide use of bromine was for flame retardants, about 20% was used for clear brine fluids and the remainder
was used for intermediates, industrial uses, water treatment and other uses.
In
the second half of 2022, the segment began to experience softer demand in most markets, mainly for its flame retardants. This trend continued
throughout 2023 and 2024, mainly due to global economic dynamics and high inventory levels in the value chain.
Below
are the trends of the business lines main activities:
Flame
retardants: 2024 was characterized by low demand across all applications, resulting from soft demand in end markets including the
electronics, building & construction, automotive and textile industries. The low demand in the end markets is mainly attributed to
the economic situation in China and Europe which resulted in low consumption of consumer goods.
Demand
for ICL’s phosphorus-based flame retardants was soft due to the global economic situation, and high Chinese capacity contributed
to lower price levels. In 2023, ICL, LXS and PCC jointly filed an anti-dumping claim with the European Commission against imports of tris(2-chloro-1-methylethyl)
phosphate (TCPP) from China. In April 2024, the EU commission applied 60% duties for imported TCPP from China. In addition, during 2024
ICL filed an anti-dumping claim in the US for imported material from China.
The
pressure of new regulations for plastic additives continues, however new growing global trends, like EV, automation and digitalization,
as well as energy efficient buildings, are serving to increase demand for new flame retardants that comply with the new regulations.
Industrial
solutions: Elemental bromine - 2024 was characterized by soft demand for elemental
bromine, especially for flame retardants and agro markets, due to global economic dynamics. Agro
- demand in agro markets was low due to high inventories in end markets. Industrial
Services - strong demand was recorded for Mercury emissions control, supported by a shortage
of natural gas that led to power plants in the US and Europe reverting to coal as an energy source. In addition, functional fluids experienced
stable demand. Clear brine fluids - The market
experienced high demand in the Gulf of Mexico while the demand in the Eastern Hemisphere was significantly low due to the normal drilling
operations cycle for the oil and gas drilling market. ICL continued to supply clear brine fluids to the United Arab Emirates directly
from Israel.
Specialty
minerals: Magnesia and calcium products - 2024 was characterized by higher
competition in most applications. Solid MgCl2 - There was a moderate decrease in the use
of MgCl2 as a prime de-icer due to a mild winter this year. Pure and packed KCl - Since
the end of 2022, the market has experienced an excess supply of KCl which has significantly increased competition. Consequently, we implemented
a price reduction strategy in 2024 which enabled us to maintain our market share.
ICL
Group Limited 192
Trends
affecting the Potash segment
In
2024, average prices of corn, wheat, soy and rice decreased by 27%, 25.6%, 22.5% and 2.5%, respectively. Despite regional weather challenges,
the 2023/24 crop cycle demonstrated strong performance in global commodity crop production. Favorable growing conditions supported soy
and corn yields across the US, while Brazilian soy output exceeded 150 million metric tonnes for the second consecutive year. Additionally,
wheat production in Russia and Ukraine remained stable year-over-year. In India, the monsoon rainfall in 2024 exceeded its long-term average,
enhancing the outlook for the summer crop season.
Nevertheless,
the WASDE report, published in February 2025, still indicates a decrease in the anticipated ratio of global grain stocks to annual consumption
to 26.5% for the 2024/25 agriculture year, compared to 28.2% and 28.6% for the previous two agricultural years, respectively. This suggests
that any disruption to production would have a significant impact on prices.
Global
potash market - average prices and imports:
|
Average prices |
2024 |
2023 |
VS 2023 | |
|
Granular potash – Brazil |
CFR spot
($ per tonne) |
299 |
392 |
(23.7)% |
|
Granular potash – Northwest Europe |
CIF spot/contract
(€ per tonne) |
349 |
496 |
(29.6)% |
|
Standard potash – Southeast Asia |
CFR spot
($ per tonne) |
294 |
381 |
(22.8)% |
|
Potash imports |
||||
|
To Brazil |
million tonnes |
13.4 |
13.2 |
1.5% |
|
To China |
million tonnes |
12.6 |
11.7 |
7.7% |
|
To India |
million tonnes |
3.1 |
2.8 |
10.7% |
Sources:
CRU (Fertilizer Week Historical Price: December 2024), SIACESP (Brazil), United Port Services (Brazil), FAI (India), Chinese customs data,
Global Trade Tracker (GTT).
In
potash markets, spot prices declined by an additional 20-30% year-over-year across North and South America, Asia, and Europe. This decrease
was driven by favorable supply and demand, as production and shipments in Canada and eastern Europe continued to experience year-over-year
growth, while buyers maintained sufficient inventories in anticipation of their seasons.
In
contract markets, similar trends were observed. An increase in Chinese inventories to 4 million tonnes in the first quarter of 2024 led
to a delay in annual price negotiations. Once Chinese stock levels dropped below 3 million tonnes in July, a new contract was executed
at $273/mt. Shortly thereafter, an agreement was reached with India at an $8 premium, which was subsequently adjusted to a range of $283-285
/mt in the fourth quarter.
Magnesium
Trends
In
2024, demand in the aluminum market, in which magnesium is utilized as a strengthening element, as well as in the automotive sector, was
relatively soft due to global economic uncertainty impacting end consumers.
ICL
Group Limited 193
Trends affecting
Phosphate Solutions segment
Throughout
2024, phosphate fertilizers prices remained stable to firm, with the exception of a brief period of softness late in the first quarter
and early in the second quarter when India attempted to reduce DAP subsidies. This trend was solidly supported by supply and demand fundamentals,
as buyers were concerned over the international availability of Chinese product on one hand, and the limited DAP/MAP stocks in several
key agricultural markets on the other hand. On average, key phosphate pricing benchmarks were 4% higher year-over-year.
In
2024, Chinese DAP averaged $579/mt FOB, reflecting a $22 increase year-over-year and a $60 increase above the five-year average. International
shipments of ammoniated phosphates were restricted in January and February, aimed at securing domestic supplies. This kept international
markets tight, which resulted in high global prices. Since trade picked-up rapidly in the second and third quarters, sentiment and fundamentals
have both improved. By the end of the third quarter, the benchmark had again rebounded above $600/mt, driven by speculations over availability.
These speculations were eventually confirmed, resulting in DAP FOB China ending the year at $615/mt.
In
the US, DAP FOB NOLA traded 3% higher year-over-year, as imports remained firm. Provisional data indicates that nearly 3 million mt of
phosphate fertilizers were imported, the highest since 2018. This increase is attributed to several factors, including the need to replenish
inventories following extensive destocking in 2023, strong farm-level demand, and significant operational challenges relating to storm
and hurricane damage. Since the implementation of Countervailing Duties (CVDs) on Russian and Moroccan products in 2020, import volumes
from both countries have sharply declined. Consequently, in 2024 a third of all processed phosphate originated from Saudi Arabia, with
the remainder derived from Morocco, Mexico, Jordan, Israel, Egypt, Lebanon and others.
In
Brazil, MAP prices increased by 8% year-over-year. During the first half of 2024, buyers faced challenges in securing sufficient MAP/NPS
supplies, particularly from Morocco and Saudi Arabia, resulting in lower import volumes compared to 2023, as well as the five-year historical
average. With domestic soy and corn production remaining robust in 2024, buyers were compelled not only to accept higher prices, but also
to use large quantities of substitute products, such as Superphosphate.
The
DAP market in India experienced significant volatility throughout 2024, primarily driven by government policy changes and supply-demand
dynamics. Initially, reduced government subsidies weighed on first quarter imports, resulting in negative distribution margins. Subsequently,
increased Chinese product availability decreased prices which began to recover as Chinese export inspections slowed. Market conditions
ultimately necessitated higher Indian bids to secure supply from alternative markets, resulting in a significant price increase. These
developments resulted in continued trading beyond the usual seasonal period, supporting prices, alongside a significant rise in Triple
Super Phosphate (TSP) purchases from Morocco.
The
Indian phosphoric acid price ranged between $948/mt and $1,060/mt P2O5
during 2024. Contracts are usually negotiated on a quarterly basis and tend to reflect developments in DAP/MAP prices. For the first quarter
of 2025, the price was agreed at $1,055/mt, reflecting a decrease in DAP prices in January.
Sulphur
FOB Middle East averaged $103/mt in 2024. Although the average was flat year-over-year, the prevailing trend throughout most of the year
was upwards. Having begun 2024 below $80/mt, tighter supply and firm demand in the second half of the year saw the benchmark end the year
at $165/mt.
ICL
Group Limited 194
Global
phosphate commodities market - average prices:
|
Average prices |
$ per tonne |
2024 |
2023 |
VS 2023 |
|
DAP |
CFR India Spot |
587
|
569 |
3% |
|
TSP |
CFR Brazil Spot |
465
|
434 |
7% |
|
SSP |
CPT Brazil inland 18-20% P2O5
Spot |
283
|
290 |
(2)% |
|
Sulphur |
Bulk FOB Adnoc monthly contract |
100
|
104 |
(4)% |
Source:
CRU (Fertilizer Week Historical Prices, January 2025).
In
2024, global phosphate specialties prices experienced high pressure due to overcapacity in the market resulting from new production capacities
coming online as well as lower input costs. Furthermore, slow economic growth rates drove a highly competitive environment on market share
and volumes. By the end of the year, food-grade white phosphoric acid began to stabilize within ranges comparable to those observed three
years ago. Prices for industrial specialties and food products experienced a significant decrease during the year. The Battery Materials
market in China experienced an upward trend in the beginning of the year, with demand stabilizing at elevated levels towards the year's
end. Furthermore, ramp-up of Battery Materials production outside China provided further opportunities.
ICL
Group Limited 195
Trends Affecting
the Growing Solutions Segment
The
Growing Solutions segment operates within the agriculture and Turf & Ornamental markets. Traditional commodity producers continue
to expand into the specialty fertilizers markets, offering specialized, higher value products. The acquisition and merger of small specialty
fertilizer players by larger industry players represents another prominent global trend.
Specialty
Agriculture Markets:
The
Specialty agriculture markets include all open field crops (rice, corn, potatoes, vegetables, fruits etc.), orchards, and greenhouses.
Our
offerings for the specialty agriculture sector include eight main product groups: (1) soluble fertilizers, which include water-soluble
straights (such as MKP, MAP and PeKacid), and water‑soluble NPK (WSNPK); (2) Micronutriants; (3) controlled release fertilizers
(CRF); (4) liquid NPKs; (5) seed treatment; (6) biostimulants; (7) adjuvants; and (8) soil conditioners.
The
specialty agriculture markets are experiencing continuous growth, driven by global population increases, limited arable land and evolving
regulations. New regulations at both local and national levels are imposing restrictions on fertilizer usage, promoting the adoption of
efficient fertilizer application practices. Notable examples include China's nitrogen use restrictions and measures to control nitrogen
leaching in several European countries. Demand is particularly strong in China, India, and Brazil, while Europe is witnessing more moderate
growth. However, the growth of Controlled Release Fertilizers (CRF) in Europe is expected to be robust, supported by initiatives such
as the Green Deal and Farm to Fork programs.
CRF
markets are expanding globally, with significant growth observed in China, where both market demand and production capacity have notably
increased, primarily led by companies like Kingenta and Moith. Additionally, the US market is experiencing growth, although the main capacity
increase is concentrated in lower quality CRFs produced by companies such as Nutrien and Pursell. The CRF market in Brazil is experiencing
rapid growth driven by the unique climate and poor soil quality in the region. Although trials have demonstrated the economic and environmental
advantages of using CRF, broader adoption among growers is impeded by its price premium compared to traditional fertilizers.
In
October 2024, the EU Commission published new biodegradability criteria for coating agents in Controlled Release Fertilizers (CRFs), effective
from October 17, 2028. From this date, all CRFs marketed in the EU must meet these standards. The Company has already developed new types
of controlled-release fertilizers known as eqo.x and eqo.s, innovative CRFs with biodegradable release technology, ensuring compliance
with the new criteria.
During
2024, CRF market prices remained quite stable compared to 2023, mainly due to the relative price stability of raw materials. Notwithstanding
the above, farmer sentiment is somewhat negative due to poor grain prices.
The
soluble fertilizer market's competitive landscape is constantly evolving, with some commodity- oriented players enhancing their presence
in specialty fertilizers. In China, government policy aimed at improving fertilizer application efficiency and reducing overall consumption
have led to a significant increase in WSNPK blending supply. In India, the growing use of water-soluble fertilizers is driven by the widespread
adoption of drip irrigation systems. WSNPK fertilizers are considered more efficient than traditional commodity fertilizers. Consequently,
compound NPK producers are exploring new growth opportunities which also increases WSNPK supply.
ICL
Group Limited 196
The
rising demand for specialty fertilizers in China is driven by the growth of high-value crops, which offer promising returns on investment.
Additionally, significant changes in Chinese farming practices, including extreme weather fluctuations, diverse crop types, and a shrinking
agricultural workforce, have led to increased adoption of drip irrigation. This trend is driving demand for specialty soluble fertilizers,
making China the world's largest market for fertigation.
Turf
and Ornamental Horticulture Markets:
Turf
and Landscape
The
segment’s Turf and Landscape market business serves the professional turf (golf and sports fields) and the landscape and lawn markets.
At
the end of 2023, dealers were reducing inventory levels and limiting their purchases. However, they began to build inventories at the
beginning of 2024 in preparation for the key spring application season. In 2024, the professional turf market experienced increased demand
compared to 2023, with growth observed across most product categories, particularly in the professional sport and golf sector. This growth
was partially driven by an increase in the number of golfers in recent years, resulting in heightened maintenance activities and new applications.
Although the fertilizer application season started late due to cold and wet conditions early in 2024, activity increased from mid-2024
onwards.
The
landscape and lawn service market in Europe was impacted by consumer sentiment throughout 2024. Both high inflation rates during past
years and increased general living costs resulted in reduced spending on gardening and landscaping services. In addition, due to a wet
spring, activities were delayed, resulting in limited applications.
Ornamental
Horticulture
The
Ornamental Horticulture market includes container nursery growers, potted plants, and bedding plants (greenhouses).
During
2024, the ornamental horticulture market encountered a significant increase in demand, particularly in APAC, Europe and North America.
This was driven by a positive outlook on consumer sales of green goods, resulting in higher potting activities. Inventories of inputs
were low at the beginning of 2024 as distributors reduced their expensive inventories towards the end of 2023. To effectively serve the
market in 2024, distributors increased their stock levels, which partially drove demand for specialty fertilizers. However, from August
onwards, demand for green goods in garden centers and retail chains began to slow down, resulting in limited new potting activities.
FertilizerpluS
Markets:
In
2024, demand for FertilizerpluS products, mainly for Polysulphate standard and Polysulphate granular, experienced a decrease compared
to 2023 due to the overall downward trend in commodity prices, mainly potash, as well as a general market tendency for “just-in-time”
purchasing practices. Conversely, downstream FertilizerpluS products, such as Polysulphate Premium and PotashpluS, experienced increased
demand and showed strong performance compared to 2023.
ICL
Group Limited 197
Adjustments
to reported operating and net income (non-GAAP financial measures)
We
disclose in this Annual Report non-IFRS financial measures titled adjusted operating income and adjusted net income attributable to the
Company’s shareholders. Our management uses these adjusted measures to facilitate operating performance comparisons from period
to period. We calculate our adjusted operating income by adding certain items, as set forth in the reconciliation table below. Some of
these items may recur. We calculate our adjusted net income attributable to the Company’s shareholders by adding certain items,
as set forth in the reconciliation table below, excluding the total tax impact of such adjustments.
You
should not view adjusted operating income or adjusted net income attributable to the Company’s shareholders as a substitute for
operating income or net income attributable to the Company’s shareholders as determined in accordance with IFRS, and you should
note that our definitions of adjusted operating income and adjusted net income attributable to the Company’s shareholders may differ
from those used by other companies. Additionally, other companies may use other measures to evaluate their performance, which may reduce
the usefulness of our non-IFRS financial measures as tools for comparison. However, we believe adjusted operating income and adjusted
net income attributable to the Company’s shareholders provide useful information to both management and investors by excluding certain
items that management believes are not indicative of our ongoing operations. Our management uses these non-IFRS measures to evaluate the
Company's business strategies and its management's performance. We believe that these non-IFRS measures provide useful information to
investors because they improve the comparability of our financial results between periods and provide for greater transparency of key
measures used to evaluate our performance.
The
table below reconciles total adjusted operating income and total adjusted net income attributable to the shareholders of the Company,
to the comparable IFRS measures:
|
For the Year Ended December 31,
| ||||
|
2024 |
2023 |
2022 |
||
|
US$ millions | ||||
|
Operating income |
775 |
1,141 |
3,516 |
|
Charges related to the security situation in Israel (1)
|
57
|
14 |
- |
|
Impairment and write-off of assets and provision for site
closure (2) |
35
|
49 |
- |
|
Provision for early retirement (3) |
4
|
16 |
- |
|
Legal proceedings, dispute, and other settlement expenses
(4) |
2 |
(2) |
22 |
|
Divestment related items and transaction costs (5)
|
- |
- |
(29) |
|
Total adjustments to operating income |
98 |
77 |
(7) |
|
Adjusted operating income |
873 |
1,218 |
3,509 |
|
Net income attributable to the shareholders of the Company
|
407
|
647 |
2,159 |
|
Total adjustments to operating income |
98
|
77 |
22 |
|
Total tax adjustments (6) |
(21) |
(9) |
198 |
|
Total adjusted net income - shareholders of the Company
|
484 |
715 |
2,379 |
| (1) |
For 2024 and 2023, reflects charges relating to the security situation
in Israel. |
| (2) |
For 2024, reflects mainly a write-off of assets resulting from
the closure of small sites in Israel and Turkey, and an impairment of assets due to a regulatory decision that mandated the cessation
of a certain project. For 2023, reflects mainly a write-off of assets related to restructuring at certain sites, including site closures
and facility modifications as part of the Company’s global efficiency plan. |
| (3) |
For 2024 and 2023, reflects provisions for early retirement, due
to restructuring at certain sites, as part of the Company’s global efficiency plan |
| (4) |
For 2024, reflects reimbursement of arbitration costs associated
with the Ethiopian potash project. For 2023, reflects a reversal of a legal provision. For 2022, reflects mainly the costs of a mediation
settlement regarding the claims related to the Ashalim Stream incident. |
| (5) |
For 2022, reflects a capital gain related to the sale of an asset
in Israel and the Company’s divestment of a 50%-owned joint venture, Novetide |
| (6) |
For 2024 and 2023, reflects the tax impact of adjustments made
to operating income. For 2022, reflects tax expenses in respect of prior years following a settlement with Israel’s Tax Authority
regarding Israel's surplus profit levy, which outlines understandings for the calculation of the levy, including the measurement of fixed
assets, as well as the tax impact of adjustments made to operating income. |
ICL
Group Limited 198
Results
of Operations
In
our year‑over-year comparisons, we present the primary drivers of change in the Company’s results of operations. This discussion
is based, in part, on management’s best estimates of the main trends' impact on our businesses. We have also based the following
discussion on our financial statements, and as such, you should read such discussion together with them.
We
have elected to omit discussion on the earliest of the three years covered by the consolidated financial statements presented. Refer to
"Item 5 - Financial Results and Business Overview" located in our Form 20-F for the fiscal year ended December 31, 2023, filed on March
14 ,2024, for reference to discussion of the fiscal year ended December 31, 2023, the earliest of the three fiscal years presented.
Set
forth below are our results of operations for the years ended December 31, 2024 and 2023.
|
For the Years Ended December 31,
|
%
Increase
(Decrease) | ||
|
2024 |
2023 | ||
|
$ millions |
$ millions |
||
|
Sales |
6,841
|
7,536 |
(9)% |
|
Cost of sales |
4,585 |
4,865 |
(6)% |
|
Gross profit |
2,256
|
2,671 |
(16)% |
|
Selling, transport and marketing expenses |
1,114
|
1,093 |
2% |
|
General and administrative expenses |
259
|
260 |
(0)% |
|
Research and development expenses |
69
|
71 |
(3)% |
|
Other expenses |
60
|
128 |
(53)% |
|
Other income |
(21) |
(22) |
(5)% |
|
Operating income |
775 |
1,141 |
(32)% |
|
Finance expenses |
181
|
259 |
(30)% |
|
Finance income |
(41) |
(91) |
(55)% |
|
Finance expenses, net |
140
|
168 |
(17)% |
|
Share in earnings of equity-accounted investees |
1 |
1 |
0% |
|
Income before taxes on income |
636
|
974 |
(35)% |
|
Taxes on income |
172 |
287 |
(40)% |
|
Net income |
464
|
687 |
(32)% |
|
Net income attributable to the non-controlling interests
|
57 |
40 |
43% |
|
Net income attributable to the shareholders of the
Company |
407 |
647 |
(37)% |
|
Earnings per share attributable to the shareholders
of the Company: |
|||
|
Basic earnings per share (in dollars) |
0.32 |
0.50 |
(36)% |
|
Diluted earnings per share (in dollars) |
0.32 |
0.50 |
(36)% |
ICL
Group Limited 199
Results
of operations for the Year 2024
|
Sales |
Expenses |
Operating income |
||
|
$ millions |
||||
|
FY 2023 figures |
7,536
|
(6,395)
|
1,141
|
|
|
Total adjustments FY 2023* |
- |
77 |
77 |
|
|
Adjusted FY 2023 figures |
7,536
|
(6,318)
|
1,218
|
|
|
Quantity |
412
|
(233)
|
179
|
 |
|
Price |
(1,050)
|
- |
(1,050)
|
 |
|
Exchange rates |
(57)
|
104
|
47
|
|
|
Raw materials |
- |
334
|
334
|
|
|
Energy |
- |
29
|
29
|
|
|
Transportation |
- |
1
|
1
|
|
|
Operating and other expenses |
- |
115 |
115 |
|
|
Adjusted FY 2024 figures |
6,841
|
(5,968)
|
873
|
|
|
Total adjustments FY 2024* |
- |
(98) |
(98) |
|
|
FY 2024 figures |
6,841 |
(6,066) |
775 |
*
See "Adjustments to reported operating and net income (non-GAAP)" above.
| - |
Sales –
The Company's sales decreased by $695 million compared to 2023. The decrease was due to a $94 decrease in the potash price (CIF) per tonne
year-over-year, as well as a decrease in selling prices of bromine-based industrial solutions, bromine and phosphorous-based flame retardants,
white phosphoric acid (WPA), phosphate-based food additives, salts, specialty agriculture products, as well as FertilizerpluS products.
In addition, a decrease was recorded in sales volumes of clear brine fluids and fertilizers, together with the depreciation of the average
exchange rate of the Brazilian real and the Chinese Yuan against the US dollar. This decrease was partially offset by higher sales volumes
of bromine and phosphorous-based flame retardants, elemental bromine, magnesium, specialty agriculture products, turf and ornamental products,
MAP used as raw material for energy storage solutions and salts, together with higher selling prices of phosphate fertilizers. |
| - |
Cost of sales –
Cost of sales decreased by $280 million compared to 2023. The decrease was due to lower prices of commodity fertilizers, sulphur and caustic
soda, as well as a depreciation of the average exchange rate of the Brazilian real, the Israeli shekel and the Chinese Yuan against the
US dollar, as well as the positive impact of our hedging strategy on operational costs, together with decreased electricity and gas prices.
The decrease was partially offset by higher sales volumes of bromine and phosphorous-based flame retardants, elemental bromine, magnesium,
MAP used as raw material for energy storage solutions, salts, specialty agriculture products and turf and ornamental products. |
| - |
Selling and marketing
– Expenses increased by $21 million compared to 2023, mainly due to higher labor costs, partially offset by the depreciation of
the average exchange rate of the Brazilian real against the US dollar. |
| - |
General and administrative
– Expenses decreased by $1 million compared to 2023, mainly due to the depreciation of the average exchange rate of the Brazilian
Real and the Israeli shekel against the US dollar, partially offset by higher labor costs. |
ICL
Group Limited 200
| - |
Research and Development
– Expenses decreased by $2 million compared to 2023, mainly due to lower labor costs. |
| - |
Other expenses, net –
Other expenses, net, decreased by $67 million compared to 2023. The decrease was primarily due to higher expenses in 2023 associated with
asset write-offs and provisions for early retirement as part of restructuring efforts at specific sites. |
Financing
Expenses, Net
Net
financing expenses for the year ended December 31, 2024, amounted to $140 million compared to $168 million in 2023, a decrease of $28
million. This reduction is primarily due to a decrease of $19 million in losses from net exchange rate differences and hedging transactions,
as well as a decrease of $12 million in interest expenses mainly due to a decrease in net debt.
Tax
Expenses
In
2024, the Company’s reported tax expenses amounted to $172 million, compared to $287 million in 2023, reflecting an effective tax
rate of 27% and 29%, respectively. The Company’s relatively lower effective tax rate for 2024 reflected a lower surplus profit levy
mainly due to a decrease in potash prices.
Government
Takes
The
following table sets forth the total Government Takes (GT) the Company paid to the State of Israel in 2024, 2023 and 2022:
|
Year Ended December 31, |
$ millions |
NIS millions |
|
2024 |
364 |
1,348 |
|
2023 |
652 |
2,399 |
|
2022 |
1,488 |
4,988 |
The
GT include, among others, royalties, leases, dividend withholding tax, payroll taxes and social security and payments relating to taxes,
including advances regarding the Surplus Profit Levy.
Expected
Expenses for Equity and Cash Compensation Plans
Based
on existing grants under the amended 2014 Equity Compensation Plan, the expected total expenses for the periods ending December 31, 2025,
December 31, 2026, and December 31, 2027, are approximately $7 million, $3 million, and $1 million, respectively. For further information,
see Note 19 to our Audited Financial Statements.
In
addition, in 2021, the Company's HR & Compensation Committee and the Board of Directors approved a new Cash LTI plan, according to
which, other senior managers will be awarded a cash incentive in 2025. The fair value at the grant date is about $37 million. The grant
was subject to the achievement of certain financial targets over three years and affected by the change in share price.
ICL
Group Limited 201
Segment
Information
Segment
revenue, expenses and results include inter-segment transfers, which are based on transactions prices in the ordinary course of business.
This is aligned with reports that are regularly reviewed by the Chief Operating Decision Maker. Inter-segment transfers are eliminated
as part of the financial statements' consolidation process.
Industrial
Products segment - Results of operations for the year 2024
|
2024 |
2023 | |
|
$ millions |
$ millions |
|
Segment Sales |
1,239
|
1,227 |
|
Sales to external customers |
1,220
|
1,206 |
|
Sales to internal customers |
19
|
21 |
|
Segment Operating Income |
224
|
220 |
|
Depreciation and amortization |
57
|
57 |
|
Segment EBITDA |
281
|
277 |
|
Capital expenditures |
94
|
91 |
Below
is a geographical breakdown of our sales to external customers, by customer location:
|
Year Ended December 31,
| ||
|
2024 |
2023 | |
|
$ millions |
$ millions | |
|
Asia |
438
|
361 |
|
Europe |
388
|
430 |
|
North America |
327
|
341 |
|
South America |
20
|
23 |
|
Rest of the world |
47 |
51 |
|
Total |
1,220 |
1,206 |
ICL
Group Limited 202
|
Sales |
Expenses |
Operating income |
||
|
$ millions |
||||
|
FY 2023 figures |
1,227
|
(1,007)
|
220
|
|
|
Quantity |
191
|
(114)
|
77
|
|
|
Price |
(177)
|
- |
(177)
|
|
|
Exchange rates |
(2)
|
14
|
12
|
|
|
Raw materials |
- |
14
|
14
|
|
|
Energy |
- |
7
|
7
|
|
|
Transportation |
- |
(1)
|
(1)
|
|
|
Operating and other expenses |
- |
72 |
72 |
|
|
FY 2024 figures |
1,239 |
(1,015) |
224 |
| - |
Quantity –
The positive impact on operating income was primarily related to an increase in sales volumes of bromine and phosphorus-based flame retardants,
elemental bromine and specialty minerals. This impact was partially offset by lower sales volumes of clear brine fluids and phosphorus-based
industrial solutions. |
| - |
Price –
The negative impact on operating income was due to lower selling prices of bromine based industrial solution, bromine and phosphorus-based
flame retardants and specialty minerals. |
| - |
Exchange rates
– The favorable impact on operating income was mainly due to the positive impact on operational costs resulting from the depreciation
of the average exchange rate of the Israeli shekel against the US dollar. |
| - |
Raw materials
– The positive impact on operating income was mainly due to decreased costs of Bisphenol A (BPA). |
| - |
Energy –
The positive impact on operating income was due to lower prices of electricity and gas. |
| - |
Operating and other expenses
– The positive impact on operating income was primarily related to operational efficiencies due to higher production. |
ICL
Group Limited 203
Potash
segment - Results of operations for the year 2024
|
2024 |
2023 | |
|
$ millions |
$ millions |
|
Segment Sales |
1,656
|
2,182 |
|
Potash sales to external customers
|
1,237
|
1,693 |
|
Potash sales to internal customers
|
95
|
129 |
|
Other and eliminations (1) |
324
|
360 |
|
Gross Profit |
650
|
1,171 |
|
Segment Operating Income |
250
|
668 |
|
Depreciation and amortization |
242
|
175 |
|
Segment EBITDA (2) |
492
|
843 |
|
Capital expenditures |
332
|
384 |
|
Potash price - CIF ($ per tonne) |
299
|
393 |
| (1) |
Primarily includes salt produced in Spain, metal magnesium-based
products, chlorine, and sales of excess electricity produced by ICL’s power plant at the Dead Sea in Israel. |
| (2) |
The Potash segment's EBITDA increased by $65 million in 2024 due
to higher depreciation expenses resulting from additions to Property, Plant and Equipment. |
Below
is a geographical breakdown of our sales to external customers by customer location:
|
Year Ended December 31,
| ||
|
2024 |
2023 | |
|
$ millions |
$ millions | |
|
Europe |
405
|
529 |
|
South America |
401
|
523 |
|
Asia |
352
|
539 |
|
North America |
202
|
260 |
|
Rest of the world |
102 |
122 |
|
Total |
1,462 |
1,973 |
ICL
Group Limited 204
|
Sales |
Expenses |
Operating income |
||
|
$ millions |
||||
|
FY 2023 figures |
2,182
|
(1,514)
|
668
|
|
|
Quantity |
47
|
(30)
|
17
|
|
|
Price |
(576)
|
- |
(576)
|
|
|
Exchange rates |
3
|
18
|
21
|
|
|
Raw materials |
- |
2
|
2
|
|
|
Energy |
- |
14
|
14
|
|
|
Transportation |
- |
2
|
2
|
|
|
Operating and other expenses |
- |
102 |
102 |
|
|
FY 2024 figures |
1,656 |
(1,406) |
250 |
| - |
Quantity –
The positive impact on operating income was primarily related to an increase in sales volumes of magnesium, as well as an increase in
sales volumes of potash in Europe, India and the US, partially offset by lower sales volumes of potash in China and Brazil. |
| - |
Price –
The negative impact on operating income resulted primarily from a decrease of $94 in the potash price (CIF) per tonne, year-over-year.
|
| - |
Exchange rates
– The favorable impact on operating income was mainly due to a positive impact on operational costs resulting from the depreciation
of the average exchange rate of the Israeli shekel against the US dollar, as well as the positive impact on sales resulting mainly from
the appreciation of the average exchange rate of the euro against the US dollar. |
| - |
Energy –
The positive impact on operating income was primarily due to decreased electricity and gas prices. |
| - |
Operating and other expenses
– The positive impact on operating income was primarily related to lower operational costs. |
ICL
Group Limited 205
Potash
– Production and Sales
|
Thousands of Tonnes |
2024 |
2023 |
|
Production |
4,502
|
4,420 |
|
Total sales (including internal sales) |
4,556
|
4,683 |
|
Closing inventory |
229
|
284 |
| - |
Production –
Production was 82 thousand tonnes higher year-over-year, mainly due to operational improvements in Spain, which outweighed operational
challenges and war related issues in the Dead Sea. |
| - |
Sales – The
quantity of potash sold was 127 thousand tonnes lower year-over-year, mainly due to decreased sales volumes in China and Brazil, partially
offset by higher sales volumes in Europe, India and the US. |
Phosphate
Solutions segment - Results of operations for the year 2024 (1) (2)
|
2024 |
2023 | |
|
$ millions |
$ millions |
|
Segment Sales |
2,215
|
2,350 |
|
Sales to external customers |
2,049
|
2,141 |
|
Sales to internal customers |
166
|
209 |
|
Segment Operating Income |
358
|
350 |
|
Depreciation and amortization |
191
|
207 |
|
Segment EBITDA |
549
|
557 |
|
Capital expenditures |
340
|
270 |
| (1) |
In alignment with the Company’s efficiency plan, which includes
a change of reporting responsibilities, as of January 2024, the results of a non-phosphate related business were allocated from the Phosphate
Solutions segment to Other Activities. Comparative figures have been restated to reflect the organizational change in the reportable segments.
|
| (2) |
For 2024, Phosphate Specialties accounted for $1,285 million of
segment sales, $183 million of operating income, $48 million of D&A and $231 million of EBITDA, while Phosphate Commodities accounted
for $930 million of segment sales, $175 million of operating income, $143 million of D&A and represented $318 million of EBITDA.
|
Below
is a geographical breakdown of our sales to external customers, by customer location:
|
Year Ended December 31,
| ||
|
2024 |
2023 | |
|
$ millions |
$ millions | |
|
Asia |
594
|
576 |
|
North America |
567
|
613 |
|
Europe |
478
|
482 |
|
South America |
306
|
367 |
|
Rest of the world |
104 |
103 |
|
Total |
2,049 |
2,141 |
ICL
Group Limited 206
|
Sales |
Expenses |
Operating income |
||
|
$ millions |
||||
|
FY 2023 figures |
2,350
|
(2,000)
|
350
|
|
|
Quantity |
79
|
(25)
|
54
|
|
|
Price |
(208)
|
- |
(208)
|
|
|
Exchange rates |
(6)
|
29
|
23
|
|
|
Raw materials |
- |
129
|
129
|
|
|
Energy |
- |
5
|
5
|
|
|
Transportation |
- |
5 |
5 |
|
|
FY 2024 figures |
2,215 |
(1,857) |
358 |
| - |
Quantity –
The positive impact on operating income was due to higher sales volumes of MAP used as raw materials for energy storage solutions, salts
and phosphate-based food additives. This was partially offset by lower sales volumes of phosphate fertilizers and white phosphoric acid
(WPA). |
| - |
Price –
The negative impact on operating income primarily related to lower selling prices of WPA, phosphate-based food additives, salts and MAP
used as raw materials for energy storage solutions. This was partially offset by higher selling prices of phosphate fertilizers.
|
| - |
Exchange rates
– The favorable impact on operating income was mainly due to the positive impact on operational costs resulting from the depreciation
of the average exchange rate of the Israeli shekel and the Chinese yuan against the US dollar, which exceeded the negative impact on sales
resulting from the depreciation of the average exchange rate of the Chinese yuan against the US dollar. |
| - |
Raw materials
– The positive impact on operating income was due to lower costs of sulphur, caustic soda, potassium hydroxide (KOH) and ammonia.
|
| - |
Energy –
The positive impact on operating income was due to decreased gas and electricity prices. |
| - |
Transportation
– The positive impact on operating income was due to a decrease in inland transportation costs. |
ICL
Group Limited 207
Growing
Solutions segment - Results of operations for the year 2024
|
2024 |
2023 | |
|
$ millions |
$ millions |
|
Segment Sales |
1,950
|
2,073 |
|
Sales to external customers |
1,932
|
2,047 |
|
Sales to internal customers |
18
|
26 |
|
Segment Operating Income |
128
|
51 |
|
Depreciation and amortization |
74
|
68 |
|
Segment EBITDA |
202
|
119 |
|
Capital expenditures |
98
|
92 |
Below
is a geographical breakdown of our sales to external customers, by customer location:
|
Year Ended December 31,
| ||
|
2024 |
2023 | |
|
$ millions |
$ millions | |
|
Europe |
727
|
741 |
|
South America |
627
|
752 |
|
Asia |
248
|
255 |
|
North America |
168
|
135 |
|
Rest of the world |
162 |
164 |
|
Total |
1,932 |
2,047 |
ICL
Group Limited 208
|
Sales |
Expenses |
Operating income |
||
|
$ millions |
||||
|
FY 2023 figures |
2,073
|
(2,022)
|
51
|
|
|
Quantity |
79
|
(49)
|
30
|
|
|
Price |
(149)
|
- |
(149)
|
|
|
Exchange rates |
(53)
|
44
|
(9)
|
|
|
Raw materials |
- |
225
|
225
|
|
|
Energy |
- |
5
|
5
|
|
|
Transportation |
- |
(6)
|
(6)
|
|
|
Operating and other expenses |
- |
(19) |
(19) |
|
|
FY 2024 figures |
1,950 |
(1,822) |
128 |
| - |
Quantity –
The positive impact on operating income was primarily related to higher sales volumes of turf and ornamental products and FertilizerpluS
products, as well as specialty agriculture and products. |
| - |
Price –
The negative impact on operating income was due to lower selling prices of specialty agriculture and FertilizerpluS products, as well
as turf and ornamental products. |
| - |
Exchange rates
– The unfavorable impact on operating income was due to the negative impact on sales resulted from the depreciation of the average
exchange rate of the Brazilian real against the US dollar, which exceeded the positive impact on operational costs. |
| - |
Raw materials
– The positive impact on operating income was primarily related to lower costs of commodity fertilizers and potassium hydroxide
(KOH). |
| - |
Energy - The positive
impact on operating income was primarily due to decreased electricity prices. |
| - |
Transportation
- The negative impact on operating income was due to an increase in marine and inland transportation costs. |
| - |
Operating and other expenses
– The negative impact on operating income was primarily related to higher maintenance and operational costs. |
ICL
Group Limited 209
B. LIQUIDITY AND CAPITAL RESOURCES
Overview
As
of December 31, 2024, ICL had a balance of $442 million in cash, cash equivalents, short-term investments and deposits. In addition,
the Company has unutilized long‑term credit facilities of about $1 billion and a securitization agreement in the amount of $300
million, of which the Company has utilized approximately $176 million of the facility.
Furthermore,
our net financial liabilities were $1,851 million, including $1,909 million in long‑term debt (excluding current maturities) and
$384 million in short‑term debt (including current maturities of long‑term debt). The long-term debt consists of debentures
totaling $948 million together with loans from financial institutions and lease liabilities totaling $961 million, while short‑term
debt consists of $276 million in short-term loans from financial institutions and $108 million in current maturities of debentures, loans
and lease liabilities. For more information about the currencies in which the Company's liabilities are denominated and their interest
rates, see Note 13 to our Audited Financial Statements.
We
aim to secure sources of financing for our operating activities and investments while diversifying the sources of financing among various
financial instruments, and between local and international financing entities. The Company's sources of financing are short and long‑term
loans from banks (mainly international banks) and institutional entities in Israel, debentures issued to institutional investors in Israel
and the United States, and securitization of customer receivables. The Company utilizes the various financing facilities according to
our cash flow requirements, their respective costs and market conditions.
We
believe that our sources of liquidity and capital resources, including working capital, are adequate for our current requirements and
business operations and should be adequate to satisfy our anticipated working‑capital requirements during the next twelve months,
along with our capital expenditures and other current corporate needs.
Distributions
of dividends to ICL from its subsidiaries and transfers of funds through certain countries may, under certain circumstances, result in
the creation of tax liabilities. However, taxation on dividend distributions and funds transfers have not had, and are not expected to
have, a material impact on our ability to meet our cash obligations.
As
of December 31, 2024, we had no material off-balance sheet arrangements other than the amounts described in Note 18A to our Audited Financial
Statements.
The
Company’s primary contractual obligations consist of commitments to purchase raw materials and energy in the ordinary course as
well as agreements to secure its gas supply needs. For information about the Company's contractual obligations, see Note 18 to our Audited
Financial Statements.
ICL
Group Limited 210
Credit Facilities
Sustainability-linked
Revolving Credit Facility (RCF)
In
April 2023, the Company entered into a Sustainability-Linked Revolving Credit Facility Agreement between its subsidiary ICL Finance B.V.,
as borrower, and a consortium of twelve international banks for $1,550 million credit facility.
In
April 2024, all the banks agreed to extend the RCF agreement for an additional year which is now due to expire in April 2029. As of December
31, 2024, the Company had utilized about $520 million of its $1,550 million credit facility framework.
Securitization
The
total amount of the Company's committed securitization facility framework is $300 million with an additional $100 million uncommitted.
As of December 31, 2024, ICL had utilized approximately $176 million of the facility’s framework.
Debentures
In
January 2024, the Company repaid $145 million private placement bond, as scheduled.
In
March 2024, the Company repaid NIS 392 million (approximately $110 million) of its Series E Bond, as scheduled.
In
November 2024, the Company repaid $184 million of its series D bond, as scheduled.
In
December 2024, the Company repaid NIS 15 million (approximately $4 million) of its Series G Bond, as scheduled.
Ratings and
financial covenants
S&P
In
July 2024, the S&P credit rating agency reaffirmed the Company’s international credit rating and senior unsecured rating of
'BBB-'. In addition, the S&P Maalot credit rating agency reaffirmed the Company’s credit rating of 'ilAA' with a stable rating
outlook.
Fitch
Ratings
In
June 2024, Fitch Ratings reaffirmed the Company’s long-term issuer default rating and senior unsecured rating at 'BBB-'. The outlook
on the long-term issuer default rating is stable.
Financial
Covenants
For
a description of material financial covenants in the Company’s loan agreements and any potential risk relating to compliance with
them, credit facilities, sale of receivables under securitization transaction and information on material loans and debentures outstanding
as of December 31, 2024, see Note 13 to our Audited Financial Statements.
ICL
Group Limited 211
Sources and
Uses of Cash
The
following table sets forth our cash flow for the periods indicated:
|
Year Ended December 31,
| ||
|
2024 |
2023 | |
|
$ millions |
$ millions | |
|
Net cash provided by operating activities |
1,468
|
1,710 |
|
Net cash used in investing activities |
(694)
|
(853) |
|
Net cash used in financing activities |
(846)
|
(837) |
Operating
Activities
Operating
Activity decreased by $242 million year-over-year mainly due to lower operating results, which was partially offset by income taxes paid.
Investing
Activities
Net
cash used in investing activities decreased by $159 million year-over-year mainly due to proceeds received from deposits and lower payments
for property, plant and equipment. This decrease was partially offset by net cash paid for a business combination.
Financing
Activities
Net
cash used in financing activities slightly increased year-over-year mainly due to changes in the credit facilities, which was partially
offset by lower dividend payments.
Principal
Capital Expenditures
ICL
incurred capital expenditures of $902 million and $873 million for the years ended December 31, 2024, and 2023, respectively, which
include investments in fixed and intangible assets. These amounts non-cash include investments related to lease agreements under IFRS
16 and the capitalization of expenses.
ICL’s
principal capital expenditures over the last three years have consisted of work on the following main projects:
Salt
harvesting in the Dead Sea. The Salt Harvest Project aims to provide a permanent solution to the rising water level of Pond 5 and
preserve the water level at its maximum height (15.1 meters) by harvesting salt from this pond and transferring it to the Dead Sea's northern
basin. According to an agreement with the Israeli government, the planning and execution of the Salt Harvest Project is performed by DSW.
Since 2022, the volume of brines in Pond 5 has been preserved by the Salt Harvest Project. The Company and the State of Israel bear 80%
and 20%, respectively, of the Permanent Solution's cost. However, the State's share will not exceed NIS 1.4 billion.
New
harvesters for DSW. ICL Dead Sea’s raw material plant operates several floating barges that supply Carnallite to the production
plants. In order to ensure continuous operation, the Company initiated a project for the construction of two new harvesters to replace
the older ones. This investment will ensure the standardization of the harvesters' fleet and increase the reliability of the raw-material
supply to production plants to support the Company's production goals.
ICL
Group Limited 212
LFP battery
production in China. The Company operates two MAP plants, with a total annual capacity of 130 thousand tonnes, for battery minerals
and fertilizers. 70 thousand tonnes of the total capacity derives from a new plant that began operating in 2022.
Energy
storage solutions (ESS) in the US. In 2023, ICL announced a plan to build the first large-scale commercial lithium iron phosphate
(LFP) facility in the US. The plant is expected to help meet growing demand from the energy storage, EV and clean-energy industries for
US produced and sourced essential Battery Materials. ICL’s investment in the plant was augmented by a $197 million grant from the
US Department of Energy. The plant is expected to produce high-quality LFP material for the global lithium battery industry using
a primarily domestic supply chain.
New
WSNPK Plant in India. Considering the increased demand for water soluble fertilizers (WSNPK) in India, following the growing use
in drip irrigation systems, the Company has decided to establish a production facility near Pune, India, with a production capacity of
30kt. This facility will produce WSNPK using both local and imported raw materials, ensuring supply continuity and competitive pricing
in this rapidly growing market.
Investment
in EHS related activities. We continuously invest in capital projects related to environmental protection, health and safety and
in their proactive management. Over the next few years, we intend to invest significant capital to further reduce our air emissions, treat
hazardous materials and reduce our overall negative environmental impact. These include investments that are required to comply with the
Israeli Clean Air Law, European environmental regulations and other applicable regional environmental regulations.
Three
emission treatment precipitators. To meet the emissions requirements of the Israeli Clean Air Law, it is essential to upgrade the
system for gas treatment of the carnallite dryers by constructing three wet electrostatic precipitators (one for each dryer). The project
is expected to be completed by the end of 2025.
Raising
the coastal dikes of evaporation Pond 5 at the Dead Sea. The project’s objective was to protect from structural damage to
the foundations and hotel buildings situated close to the water’s edge, to the settlement of Neve Zohar and to other infrastructure
located along the western shoreline of Pond 5. The project included the raising of the dike along the western beachfront of Pond 5 across
from the hotels together with a system for lowering subterranean water. The project was implemented by the Government of Israel, through
the Dead Sea Preservation Government Company Ltd., together with DSW (which financed 39.5% of the project's cost). The construction work
with respect to the hotels' coastline has been completed.
The
Company finances its capital expenditures from cash flow from operations and from credit facilities.
ICL
Group Limited 213
C.
RESEARCH AND DEVELOPMENT, INTELLECTUAL PROPERTY AND LICENSES, ETC.
Research
and development
ICL’s
R&D and Innovation (RD&I) activities are part of our global strategic plan and include product, formulation, and process developments.
The activities include internal research and collaborative research with universities, institutes, and start-ups. Our RD&I aims to
create new products and solutions to address current and future market and customer needs and identify new uses for our core minerals
and derivatives. The Company’s core RD&I activities support each of our business segments. The longer-term strategic projects,
digital platforms, and technological solutions for farmers and agronomists are coordinated at the corporate level.
Fields
of RD&I include:
Next
Generation Fertilization: nutrient use efficiency, biodegradable coatings; nutrient sensing; growth enhancers; nitrogen fixation,
recycled nutrients and soil health.
Food
Technology: texture improvement, stabilization, salt reduction, shelf-life extension and alternative proteins.
E-mobility/Sustainability:
cathode-active materials; electrolytes for batteries; energy storage; hydrogen carriers for fuel cells; lithium battery recycling;
recycling technologies for other materials.
Novel
Materials: flame retardants; paints & coatings additives; biocides; post-harvest solutions.
Circular
economy: waste to product; recycling; efficiency improvement.
Industry
4.0: IOT concepts in manufacturing, safety and environment; machine
learning and AI technologies for manufacturing optimization and product development.
Digital
Agricultural Suite:
ICL’s
Digital Agricultural Suite continues to evolve in our mission to integrate multiple precision agricultural technologies (sensors, imagery,
and others) with additional agronomical research data from multiple partners.
Digital
technology developed by ICL digests data from multiple sources, automatically aggregating, standardizing and processing it to create one
harmonized data lake with powerful AI/machine learning engines. Those powerful engines enable us to deploy advanced data-driven solutions
that drive real-time agronomic decision-making, such as increasing crop yields and farmer's profitability. An increasing number of global
partners are joining our revolutionary digital platform including leading global academic institutions and multinational agriculture companies
solidifying this strong digital foundation with high-quality and highly actionable agronomic data.
Through
these efforts, ICL aims to leverage its digital platform and data-driven solutions to create an agro-professional community that enables
sharing of information and knowledge between growers and agro-professionals, dealers, retailers and food producers to extract the most
value from agriculture.
ICL
Group Limited 214
Below
are the main areas of the R&D activities by segments:
Industrial
Products
| • |
We continue to develop magnesia-based product formulations to
fulfill unmet needs in the markets. We introduced our new formulation, FruitMag™, which serves as a firming agent for post-harvest
treatment of citrus fruits. We are also marketing a product that enables aluminum salt-free deodorant, known as CareMag® D, which
is already being marketed by several leading international companies. We launched a magnesium-based formulation, TextiMag®, designed
to absorb body odors and increase skin wellness with a textile coating. In addition, we are also developing a new formulation package
of skin treatments including face mask, serum and swallowing tablets, all based on magnesium. |
| • |
We are developing brominated electrolytes and phosphorus-based
active salt for electrolytes for battery producers. |
| • |
We are developing and promoting sustainable water treatment products,
such as CDA technology for pulp and paper, reverse osmosis membranes and cooling towers. |
| • |
We are using our Bromoquel® product, a new solution designed
to treat bromine leakage, at our plants and also commercially distributing the product. |
| • |
We are developing a new flame-retardant product for the textile
market which is currently in the market penetration stage. |
| • |
We are continuing to develop "low loss" flame retardants for intensive
computing technologies, such as AI, datacenters and more. We are collaborating with market leaders in this field. |
| • |
We continue to develop battery safety solutions for the lithium-ion
batteries in the EV market. |
| • |
We are continuing our R&D efforts to increase the sustainability
of our flame-retardant portfolio by developing Circular Economy solutions and new sustainable flame retardants. |
Total
R&D expenses by the Industrial Products segment in 2024 amounted to about $16 million.
Potash
| • |
The Potash segment is advancing research regarding environmental
protection, including by developing methods to treat and reduce effluents. |
| • |
The segment is engaged in analyzing alternative methods to increase
production capacity of carnallite at its evaporation ponds, based on renewable energies.
|
| • |
Other initiatives are centered on floatation and crystallization
plants aimed at enhancing production capacity while simultaneously reducing the consumption of industrial water. |
Total
R&D expenses in 2024 in the Potash segment were about $4.5 million.
ICL
Group Limited 215
Phosphate
Solutions
| • |
The segment conducted an analysis of adapting various potential
types of phosphate rock to produce phosphoric acid and its downstream products as part of an effort to utilize and increase existing phosphate
reserves. In 2025, the segment will further analyze additional types of phosphate including by conducting R&D, pilots, plant testing
activities and other economic feasibility assessments. |
| • |
Research was conducted regarding environmental protection, including
developing methods to treat and reduce effluents and applications for Phosphogypsum uses. |
| • |
The segment investigated opportunities to integrate waste steams
into our production processes, fostering a closed-loop circular economy and development of future sources for sustainable fertilizer products.
|
| • |
The segment engaged in developing a new fertilizer product with
microelements that contribute to plant growth. |
| • |
The segment developed a new PK fertilizer designed to be fully
water soluble. |
| • |
The Specialties R&D group established a team dedicated to
scaling up licensed technology for LFP CAM. In 2023, the Company was awarded a US Department of Energy grant for $197 million to establish
an LFP CAM plant at our St. Louis, US, facility, with payments commencing in 2024. As part of this grant, ICL will expand its R&D
activities to include next-generation products for the Battery Materials market. |
| • |
The segment introduced a novel asphalt admixture that improves
asphalt stiffening properties, similar to polyphosphoric acid, but which also significantly enhances antistrip properties with improved
freeze point and high flash point properties. |
| • |
The Specialties R&D group supported further growth in the
traditional markets and application areas of Meat/Poultry/Seafood, Dairy, and Bakery as evidenced by the establishment of three Centers
of Excellence, located in Germany and in the US. We also expanded our footprint in emerging markets through sustainable and affordable
solutions. New launches included innovative products beyond phosphates for clean label and texture improvement. |
| • |
The Front-End Innovation group has scouted over 700 food technology
start-ups globally to identify disruptive technologies for ICL Food Specialties. This rigorous process led to the successful identification
and establishment of a partnership with Japan's largest food tech start-up, DAIZ Engineering. Their patented germination technology significantly
reduces soybean off-flavors and enhances umami and fibrous structure, enabling the production of superior textured soy protein. After
having been proven successful in the Japanese market, this innovation will now be introduced to the EU market through our collaboration,
reinforcing ICL Food Specialties’ commitment to advancing cutting-edge solutions in plant-based meat and seafood alternatives.
|
| • |
The Company continued to diversify and develop its product portfolio
for meat substitutes: ICL Food Specialties and DAIZ Engineering partnered to launch ROVITARIS® SprouTx™, a revolutionary textured
soy protein developed with proprietary seed germination technology. This innovative solution effectively addresses key unmet needs in
taste, texture, and nutrition for plant-based meat and seafood alternatives. The launch at Food Ingredients Europe 2024 in Frankfurt received
widespread positive feedback from industry stakeholders and customers. Building on this strong reception, we anticipate commercializing
ROVITARIS® SprouTx™ in the European market in 2025. |
ICL
Group Limited 216
| • |
In the fourth quarter of 2024, we announced a follow-on investment
in Plantible Foods, an investment which builds upon ICL's initial participation and furthers the strategic collaboration between the two
companies. In October 2023, ICL Food Specialties, in collaboration with Plantible Foods, launched Rovitaris Binding Solution powered by
Rubi Protein. This innovative ingredient was honored with the Ingredient Idol award at the SupplySide West (SSW) conference in November
2024 and recognized as the most innovative food ingredient of the year. |
Total
R&D expenses in the Phosphate Solutions segment in 2024 totaled about $9 million.
Growing
Solutions
The
Growing Solutions segment promotes innovation and the development of new products and services.
Main
R&D targets:
| • |
Development of controlled-release fertilizers with biodegradable
coatings to meet the regulatory requirements of the EU Fertilizer Product standards, which has been delayed from 2026 to 2028. |
| • |
Development of innovative bio-stimulant products, as well as bio-stimulants
embedded or mixed with ICL's fertilizers, designed to enhance their performance and improve the plant resistance to abiotic stresses.
|
| • |
Development internally and externally (e.g. Lavie-Bio, Agrematch,
Plantarcbio) of biological bio-stimulants designed to encourage plant growth and provide resilience to different stress conditions. In
2024, Lavie Bio Ltd. computationally identified over a dozen novel microbrial candidates, which were verified in multiple greenhouse trials.
The Company believes the microbes have commercial viability as a bio-stimulant for soybean and cotton crops grown under extreme weather
conditions, including drought. These microbes meet efficacy, stability, shelf life, and fertilizer compatibility product requirements.
|
| • |
Development of fertilizers designed to enhance nutrient-use efficiency
and reduce emissions. |
| • |
Development of liquid and fully soluble fertilizers. |
| • |
Development of products designed to improve water use efficiency.
|
| • |
Enhancement of micronutrients solutions and sulfur fertilizer
formulations. |
| • |
Integration of secondary source phosphate technologies for immediate
utilization at our production facilities in Europe as part of our Circular Economy approach and the advancement of future sources of our
fertilizer products, including the establishment of a technology roadmap for recycling and recovering phosphorous and nitrogen from secondary
sources to transition our products into sustainable fertilizers. |
| • |
Development of fertilizers with higher agronomic nutrient efficiency.
|
| • |
Development of customized formulations tailored to meet specific
customer requirements. |
ICL
Group Limited 217
Launches:
| • |
As part of the division's expansion of its product portfolio and
deepening its relationship with farmers, in 2024 the Company launched a new bio-stimulants product line to augment its four existing product
lines. |
| • |
Various destinations around the world began to sell the bio-stimulants
product portfolio. Each destination is addressed by realizing the synergy of Brazilian products worldwide, local partnerships with suppliers,
and self-production in various destinations around the world. |
| • |
Recently, the segment launched a new brand of organic fertilizers
named Gronamic. The segment offers all product lines in an integrated program and maintains a dedicated and experienced team of unique
professional grass experts, along with a specialized distribution network that serve its key markets, mainly in Europe and Asia
|
Total
R&D expenses of the Growing Solution segment in 2024 were about $18 million.
Circular
Economy
For
the past few years, we have engaged in the Circular Economy. For further information see “Item 4 - Information on the Company—
Environmental, Health and Safety — Circular Economy”.
Intellectual
property
We
believe that our intellectual property is crucial for protecting and developing our business activities. As of December 31, 2024, ICL
has approximately 707 granted patents in various countries, constituting 218 patent families.
ICL
Group Limited 218
The
Company also has over 3,320 registered trademarks worldwide, including inter alia:
| • |
Eqo®, eqo-x and eqo-s® - a group of brand names for
innovative fast biodegradable controlled-release fertilizers designed to meet new EU fertilizers standards due to take effect in 2026.
|
| • |
Keep Green® - a brand name for a novel biostimulant to protect
plants against excessive sun radiation and temperature. |
| • |
Sulfurgran® - a leading product and brand in the sulfur market
in Brazil. |
| • |
Profol® - a leading foliar nutrition product line and brand
in Brazil. |
| • |
Osmocote® - a leading brand in the area of controlled released
fertilizers which uses innovative technologies and is used globally by container nursery stocks, pot-plant growers and more. |
| • |
Peters® - a brand of water-soluble fertilizers, specifically
designed for bedding-, pot- and container nursery plants. |
| • |
Joha® - a global brand of dairy specialties, which specializes
in emulsifying salts for processed cheese. |
| • |
Tari® - a brand in the meat industry as well as in the artisan
business which focuses on the production and processing of meat products with functional additives, spices and flavors. |
| • |
Brifisol® - a global brand in the meat and seafood industries,
which concentrates in improving texture by adding cryoprotectant for frozen food products such as meat, shrimp, fish filets and more.
|
| • |
Rovitaris® - a brand name for plant-based meat alternatives
that are virtually indistinguishable from their traditional meat counterparts. |
| • |
Fyrol® - a brand name for a range of phosphorus-containing
flame retardants targeting flexible and rigid polyurethane foam applications. |
| • |
Merquel® - a line of inorganic brominated salts which can
be used to control mercury emissions from coal power plants. |
We
do not believe that the loss of any single patent or trademark or group of related patents or trademarks would have a material effect
on our operations or our financial results.
ICL
Group Limited 219
D. TREND INFORMATION
Trend
information is included throughout the other sections of “Item 5 - Financial Results and Business Overview— A. Operating Results”.
In addition, fluctuations in the operating results may continue in the upcoming quarters. Specific material drivers of these trends are
identified in the discussion above with respect to the years ended December 31, 2024 and 2023. Seasonality of our business is included
in “Item 4 - Information on the Company— B. Business Overview” and “Item 3 - Key Information— D. Risk Factors”.
E. CRITICAL ACCOUNTING ESTIMATES
The
preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect
the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ
from these estimates.
The
evaluation of accounting estimates used in the preparation of ICL’s Financial Statements requires the Company's management to make
assumptions regarding interpretations of laws which apply to the Company, circumstances and events involving considerable uncertainty.
The Company's management prepares the estimates based on past experience, various facts, external circumstances, and reasonable assumptions
relating to the pertinent circumstances of each estimate. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions
to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.
Note
2 to our Audited Financial Statements contains a table that sets forth information about assumptions made by ICL with respect to the future
and other reasons for uncertainty with respect to estimates that have a significant risk of resulting in a material adjustment to carrying
amounts of assets and liabilities in future years.
ICL
Group Limited 220
Item 6 –
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
| A. |
DIRECTORS AND OFFICERS |
The
following table lists the names and ages of our directors as of the publication date of this Annual Report. The mailing address of our
directors is c/o ICL Group Ltd., 23 Aranha Street, Millennium Tower, Tel Aviv, 6120201, Israel.
|
Name |
Age |
Commencement date as director
|
Director Qualification |
Financial Expertise |
Membership in Board Committees
| ||
|
Under the Israeli Companies Law
|
Under the NYSE rules |
Under the Israeli Companies Law
|
Under the SEC rules |
||||
|
Yoav Doppelt (Executive Chairman of the Board) |
56 |
December 2018 and as CoB since July 2019 |
(1) |
- |
- |
-
| |
|
Aviad Kaufman |
54 |
March 2014 |
(1) |
Financial Expert |
- |
Financing Committee (member) | |
|
Avisar Paz |
68 |
April 2001 |
(1) |
Independent Director |
Financial Expert |
- |
Financing Committee (member)
|
|
Lior Reitblatt |
67 |
November 2017 |
Independent Director |
Independent Director |
Financial Expert |
Audit Committee Financial Expert |
Audit & Accounting Committee (member)
Compensation Committee (member) |
|
Reem Aminoach |
63 |
March 2017 |
(2) |
Independent Director |
Financial Expert |
- |
-
|
|
Sagi Kabla |
48 |
February 2016 |
(1) |
Financial Expert |
- |
Financing Committee (Chair)
Climate, Sustainability & Community Committee (member)
| |
|
Tzipi Ozer Armon |
59 |
January 2020 |
Independent Director |
Independent Director |
Financial Expert |
- |
- |
|
Gadi Lesin |
57 |
March 2021 |
Independent Director |
Independent Director |
Financial Expert |
Audit Committee Financial Expert |
Audit & Accounting Committee (member)
Climate, Sustainability & Community Committee (member)
|
|
Dr. Miriam Haran |
75 |
July 2021 |
External Director |
Independent Director |
Financial Expert |
Audit Committee Financial Expert |
Audit & Accounting Committee (member)
Compensation Committee (Chair)
Climate, Sustainability & Community Committee (Cahir)
|
|
Dafna Gruber
|
59 |
January 2022 |
External Director |
Independent Director |
Financial Expert |
Audit Committee Financial Expert |
Audit & Accounting Committee (Chair)
Compensation Committee (member)
Financing Committee (member) |
|
Michal Silverberg |
48 |
July 2022 |
(2) |
Independent Director |
Financial Expert |
- |
- |
|
Shalom Shlomo |
47 |
January 2024 |
Independent Director |
Independent Director |
- |
- |
Climate, Sustainability & Community Committee (member)
|
| (1) |
Messrs. Yoav Doppelt, Aviad Kaufman and Sagi Kabla are not considered
independent directors under the above rules by virtue of the positions they hold with our controlling shareholder or in the Company. On
July 18, 2024, the Company’s Board of Directors determined that Mr. Avisar Paz qualifies as an independent director under the New
York Stock Exchange corporate governance standards. Mr. Paz
is not considered independent under Israeli law by virtue of the positions he previously held with our controlling shareholder.
|
| (2) |
Mr. Reem Aminoach and Ms. Michal Silverberg meet all qualifications
under the Companies Law for Independent Director but were not formally classified as ones. |
For
further details see “Item 6 - Directors, Senior Management and Employees — C. Board Practices”.
ICL
Group Limited 221
Yoav
Doppelt. Mr. Doppelt serves as the Chief Executive Officer of Israel Corp. Previously Mr. Doppelt served as the Chief Executive
Officer of Kenon Holdings Ltd., a global company (NYSE: KEN), and Executive Chairman of IC Power Ltd., a power generation company, from
March 2014 to September 2017. Prior thereto, Mr. Doppelt was the founder and Chief Executive Officer of the Ofer Group’s private
equity fund where he was involved in numerous investments in the private equity and technology sectors. Mr. Doppelt has served as the
Chief Executive Officer of XT Investments (formerly known as XT Capital and Ofer Hi-Tech) since 2001. Mr. Doppelt has actively led several
public offerings of equity and debt offerings in the US and Europe, and he has extensive operational and global business experience with
growth companies. Mr. Doppelt also serves as a director of AKVA Group ASA and previously served as Chairman of OPC Energy Ltd. (TASE:
OPC), and as a director of Zim Integrated Shipping Services Ltd. and of Melisron Ltd. Mr. Doppelt holds a BA degree in Economics and Management
from the Technion – Israel Institute of Technology, and an MBA degree from Haifa University.
Aviad
Kaufman. Mr. Kaufman is the Chief Executive Officer of One Globe Business Advisory Ltd, the chairman of Israel Corporation Ltd.,
and a board member of Kenon Holdings Ltd., OPC Energy Ltd. and other private companies, each of which may be associated with Mr. Idan
Ofer. From 2017 until July 2021, Mr. Kaufman served as the Chief Executive Officer of Quantum Pacific (UK) LLP and from 2008 until 2017
as Chief Financial Officer of Quantum Pacific (UK) LLP (and its predecessor Quantum Pacific Advisory Limited). From 2002 until 2007, Mr.
Kaufman fulfilled different senior corporate finance roles at Amdocs Ltd. Previously, Mr. Kaufman held various consultancy positions with
KPMG. Mr. Kaufman is a certified public accountant and holds a BA degree in Accounting and Economics from the Hebrew University in Jerusalem
(with distinction), and a Master’s of Business Administration in Finance from Tel Aviv University.
Avisar
Paz. Mr. Paz served as the Chairman of the Board of Directors of OPC Energy Ltd. until January 3, 2021. Previously, Mr. Paz served
as the Chief Executive Officer of Israel Corp. and prior to that, as the Chief Financial Officer of Israel Corp. Mr. Paz received a BA
degree in Economics and Accounting from Tel-Aviv University and is a certified public accountant in Israel (CPA).
Lior
Reitblatt. Mr. Reitblatt served as Chief Executive Officer and Chairman of the Board of Super-Pharm (Israel) Ltd. for 28 years.
During his tenure, he was extensively involved in the management and marketing of medications and, chemical products for medical preparations,
cosmetics, and toiletries, with a focus on the selection and sorting processes of private label products and products from the chain's
central laboratory. His leadership at Super-Pharm also included overseeing various strategic initiatives in these areas, solidifying his
expertise in both the pharmaceutical and retail sectors. In addition, Mr. Reitblatt has also previously served, among other positions,
as Chairman of the Board of LifeStyle Ltd. and member of the board of Office Depot Israel Ltd. For the past eight years, Mr. Reitblatt
has been serving as the Chairman of the Advisory Board of Amorphical, a company focused on the development of chemical products with an
amorphous structure. In this role, he has played a key part in the development of new products in the field of chemical and pharmaceutical
innovation, further enhancing his managerial experience in these industries. Mr. Reitblatt is a certified public accountant, and holds
a BA degree in Accounting and Economics from Tel Aviv University and an MBA degree from the University of California, Berkeley.
ICL
Group Limited 222
Reem
Aminoach. Mr. Aminoach serves as a director of the Institute for National Security Studies. Until recently, Mr. Aminoach served
as a director of Israel Aerospace Industries and as the founding partner of the accounting firm Shtainmetz Aminoach & Co. In his military
service, Mr. Aminoach, a brigadier general, served as a member of the General Staff Forum of the IDF, Head of Budgets at the Ministry
of Defense, Financial Advisor to the IDF Chief of Staff and Head of the IDF Budget Division. Previously, Mr. Aminoach served as director
at Ofer Investments Ltd. and as director and Chairman of the Audit Committee at Zim Ltd., of the Israel Corp. group. Mr. Aminoach also
served as a member of the Board of Governors of Hadassah Medical Center. Mr. Aminoach is a certified public accountant, and holds a BA
degree in Accounting and Economics, Tel-Aviv University (academic honors, Dean's honor list) and MBA degree in Business Administration,
Tel-Aviv University.
Sagi
Kabla. Mr. Kabla has served as the Chief Financial Officer of Israel Corp. since December 2015. Mr. Kabla previously served as
director of Oil Refineries Ltd and as Senior Executive of Business Development, Strategy and IR at Israel Corp. Prior to joining Israel
Corp., Mr. Kabla held various management roles at KPMG Corporate Finance and M&A. Mr. Kabla holds an MBA degree in Finance from COMAS
and a B.A. degree in Economics and Accounting from Bar-Ilan University and he is qualified as a certified public accountant (Israel).
Tzipi
Ozer-Armon. Ms. Ozer-Armon serves as the Chief Executive Officer of Lumenis Ltd. Before joining Lumenis, she headed the Japanese
market activities of Teva Pharmaceutical Industries Ltd. and served as Senior Vice President of Sales and Marketing at SanDisk. Previously,
Ms. Ozer-Armon also served as VP & General Manager at MSystems. In addition to ICL, Ms. Ozer-Armon is a director at the Strauss Group
Ltd. and Check Point and previously served as a director at SimilarWeb, IACC and Itamar Medical. Ms. Ozer-Armon holds a BA degree, magna
cum laude, in Economics, and an MBA degree in Finance and Marketing from Tel-Aviv University, and she is an AMP graduate of the Harvard
Business School.
Gadi
Lesin. Mr. Lesin served as President and CEO of Strauss Group Ltd. ("Strauss Group"), an international food and beverage company
and the largest food company in Israel, from 2009 to 2018. Mr. Lesin successfully led the Strauss Group through a time of intense economic,
global and social change. Under his leadership, the Strauss Group strengthened its international operations, more than doubled its equity
value, and grew its profits significantly. Mr. Lesin currently serves as a director in ORIAN SH.M. Ltd. and as an external director in
Electra Consumer Products, both companies listed on the TASE. Mr. Lesin holds a BA degree in business management from the Tel Aviv College
of Management and an MBA degree from Ben Gurion University.
Miriam
Haran. Dr. Haran has been involved in environmental management and safety issues for over forty years in various key positions.
Dr. Haran is currently serving as chair of Israel Resource Efficiency Center – a knowledge and consulting center for reducing the
environmental impact of industry by streamlining raw materials, energy, water, etc. She is chair of the Weitz Center for Sustainable Development
and a board member of M.A.I – a major Israeli recycling company of electrical and electronic waste as well as the Chair of the Public
Safety Committee in the Prime Minister's Office. Dr. Haran previously served as Director General, Deputy Director General and Chief Scientist
of Israel’s Ministry of Environmental Protection, as well as the Head of Ono Academic College’s MBA Program in Environmental
Management. Dr. Haran has served in numerous scientific, corporate, and public organizations. She was Chair of the Israel Consumer Council,
Environmental Consultant, Board Member of The Environmental Services Company Ltd. (ESC), Board Member of BGN Technologies Ltd., and Member
of the General Assembly of the Jerusalem Institute for Israel Studies. Significantly, Dr. Haran's research has directly contributed to
fields pertinent to ICL’s business. Her research work at A.Y. Laboratories and Unikoor Biotechnology, as a Researcher involved chemical
research on bromine compounds and biocides, directly relating to the materials ICL has been producing for years. Additionally, her academic
endeavors during her doctoral and postdoctoral studies at the Hebrew University, and at Rutgers University in Newark, New Jersey, consistently
focused on chemical research. Dr. Haran served as an external director of ICL between 2010-2018. Dr. Haran holds a B.Sc. in Natural Sciences
from the Hebrew University of Jerusalem and a PhD in Organic Chemistry from Brandeis University.
ICL
Group Limited 223
Dafna
Gruber. Until recently, Ms. Gruber served as the Chief Financial Officer of Netafim Ltd., a precision irrigation solutions company.
Prior to joining Netafim Ms. Gruber held Chief Financial Officer positions in various companies including Clal Industries from 2015 to
2017, Nice Systems Ltd. from 2007 to 2015, and Alvarion Ltd. from 1999 to 2007. Ms. Gruber currently serves as an external director of
Cellbrite Ltd. and of Check Point. Ms. Gruber is a certified public accountant and holds a BA degree in Accounting and Economics from
Tel Aviv University.
Michal
Silverberg. Ms. Silverberg has served as a Managing Director at the Novartis Venture Fund (“NVF”) since 2017. Prior
to joining NVF and from 2014, Ms. Silverberg served as a Senior Partner at Takeda Ventures and, prior to that and from 2007, Ms. Silverberg
worked at Novo Nordisk in roles of increasing responsibility, including as Senior Director Business Development and New Product Commercialization,
serving as a member of the BioPharm leadership team. Since 1998, Ms. Silverberg has held positions in various sectors of the life science
industry, including in the Office of the Chief Scientist of Israel (the incubator program), venture capital (Ofer Brothers Hi Tech investing
group) and global pharmaceutical and biotech companies, including various positions at MGVS Ltd., an Israeli biotech company, and at OSI
Pharmaceuticals, Inc. in a business development role. Ms. Silverberg currently serves as a director in several private companies. Ms.
Silverberg holds a B.A. degree in economics and business management from Haifa University, Israel, an M.B.A. degree from Tel-Aviv University,
Israel, and a MA degree in Biotechnology from Columbia University, New York.
Shalom
Shlomo. Mr. Shlomo has over twenty years of experience in various leading positions in the public and private sectors. Mr. Shlomo
serves as the chairman of the Haim Avshalom Institute, since May 2023, and as a director of Ashdod Refinery Ltd., an Israeli public company,
since August 2023. As part of his positions in the private sector, Mr. Shlomo provided consulting services to Israeli energy, infrastructure
and telecommunications companies, among others. In addition, Mr. Shlomo served in various senior positions in the public sector, including
as the Israeli Cabinet Secretary from June 2021 until January 2023. Mr. Shlomo holds an LLB degree in law from the Israeli Academic Center
for Law and Business.
ICL
Group Limited 224
The
following table lists the names, ages and positions of our Executive Officers (who are not directors) as of the publication date of this
Annual Report. The address for sending notices is c/o ICL Group Ltd., 23 Aranha Street, Millenium Tower, Tel Aviv, 6120201, Israel.
|
Name |
Age |
Position |
|
Raviv Zoller(1)
|
60 |
President & Chief Executive Officer |
|
Amir Meshulam(2)
|
48 |
Senior Vice President, Global Internal Auditor |
|
Anantha N. Desikan |
57 |
Executive Vice President, ICL Chief Innovation and Technology
Officer |
|
Aviram Lahav |
65 |
Chief Financial Officer |
|
Elad Aharonson(1)
|
51 |
Executive Vice President, ICL Growing Solutions Division
|
|
Ilana Fahima |
59 |
Executive Vice President, Chief People Officer
|
|
Lilach Geva-Harel |
48 |
Executive Vice President, Chief Legal and Sustainability
Officer |
|
Meir Mergi |
62 |
President, ICL Potash Division |
|
Miri Mishor |
61 |
Executive Vice President, Global Information Technology
|
|
Noam Goldstein |
64 |
Executive Vice President, Chief Risk Officer |
|
Philip Brown |
55 |
President, ICL Phosphate Specialty Solutions Division
|
|
Yaniv Kabalek |
50 |
President, ICL Industrial Products Division |
|
Uri Perelman |
44 |
Executive Vice President, ICL Chief Business Development
Officer |
|
Maya Grinfeld |
49 |
Vice President, ICL Marketing and Communication |
| (1) |
As per ICL’s announcements on December 5, 2024, and December
23, 2024, Mr. Zoller will conclude his tenure as ICL’s President and Chief Executive Officer on March 12, 2025 and will be succeeded
by Mr. Elad Aharonson effective as of March 13, 2025. |
| (2) |
See C. Board Practices – Internal Auditor. |
Following
the appointment of Mr. Elad Aharonson as ICL’s President and CEO, and after the date of this report, it was resolved to appoint
Mr. Eli Amon as Acting President of the Growing Solutions Division, replacing Mr. Aharonson, effective as of February 27, 2025 and until
the appointment of a permanent President for the division is completed. Additionally, during the second quarter of 2025, Mr. Nadav Turner,
who served during the past five years as CEO of the YPH joint venture in China, is expected to be appointed President of the Phosphate
Solutions Division, replacing Mr. Phil Brown, who will be leading the development of ICL’s Battery Materials business reporting
directly to the CEO and a member of ICL executive management.
Raviv
Zoller. Mr. Zoller has served as ICL's President and Chief Executive Officer since May 14, 2018. Prior to joining ICL, from 2008,
Mr. Zoller served as the Chief Executive Officer of I.D.I. Insurance Company Ltd. (“Bituach Yashir”), which is listed on the
TASE. In 1999, Mr. Zoller founded Ness Technologies Inc., which began trading on NASDAQ in 2004 and served as its President and Chief
Executive Officer until 2007. Mr. Zoller voluntarily served from 2012 to October 2019 as Chairman of the Ethiopian National Project (ENP),
a non-profit organization. From 2023, Mr. Zoller serves as the Vice Chairman of the board of the International Fertilizer Association
(IFA). Mr. Zoller holds a B.A. degree in Economics and Accounting from Tel Aviv University and is a qualified certified public accountant.
Mr. Zoller's tenure as ICL's President and Chief Executive Officer ends on March12, 2025.
ICL
Group Limited 225
Anantha
N. Desikan. Dr. Anantha Desikan was appointed Chief Innovation & Technology Officer of ICL in November 2018 and was promoted
to EVP in November 2019. Dr. Desikan joined ICL in 2007 and has served in senior commercial and technology management roles including
Senior Vice President of ICL Industrial Products’ Flame Retardants business (2014-2018), President, ICL-IP America (2013-2015) and
VP Global Phosphorous R&D (2007-2013). Prior to joining ICL in 2007, Dr. Desikan held technology management roles at Supresta and
Akzo Nobel. Mr. Desikan holds a Ph.D and M.S degree in Chemical Engineering from Clarkson University, Potsdam, New York, and a B.S. degree
in Chemical Engineering from Coimbatore Institute of Technology, Madras University, India.
Aviram
Lahav. Mr. Lahav serves as ICL CFO since 2022. Mr. Lahav previously held several senior positions as CFO of ADAMA group, a global
agro-chemical company and part of Syngenta Group, and also as CEO of ADAMA Agricultural Solutions. Prior to this experience, he worked
at Delta Galil Industries, moving from group CFO to CEO of the US division and then to global CEO and COO. Mr. Lahav is a certified public
accountant (CPA) as of 1987, holds a BA in economics and finance from the Hebrew Jerusalem University and is a graduate of the Harvard
Business School Advanced Management Program (AMP).
Elad
Aharonson. Mr. Aharonson has been serving as President of ICL’s Growing Solutions since April 2021. Effective March 13, 2025,
Mr. Aharonson will assume the role of President and Chief Executive Officer of ICL. Prior to joining ICL, Mr. Aharonson served at Elbit
Systems since 2004, holding various senior management positions, including Executive Vice President and General Manager at the ISTAR Division
from 2015 to 2021, Executive Vice President and General Manager of its UAS Division, from 2011 to 2015 and Vice President – UAV
Systems, from 2009 to 2011. Mr. Aharonson holds a Law Degree (LL.B.) and
a BBA from the Hebrew University of Jerusalem, Israel.
Ilana
Fahima. Ms. Fahima serves as EVP, Chief People Officer, since November 2018. Prior to joining ICL, Ms. Fahima served as Vice President
HR for Global Quality and Head of Israel HR at Teva Pharmaceutical Industries Ltd. Before joining Teva, Ms. Fahima held several positions
at Maccabi Health Services, among them Regional HR Director and Regional Service Manager. Ms. Fahima holds a BA degree in Social Work
and an MBA degree in Health Care Management, both from Ben Gurion University.
Lilach
Geva-Harel. Mrs. Geva-Harel serves as EVP, Chief Legal and Sustainability Officer since February 1, 2019. Prior to joining ICL,
from 2009 Mrs. Geva-Harel served as Senior Deputy to the Chief Executive Officer and Head of Investments House's Headquarters of Psagot
Investment House Ltd., as well as its General Legal Counsel. Mrs. Geva-Harel was previously a Partner in the Merger & Acquisitions
Department at Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co. Law Offices (GKH). Mrs. Geva-Harel served as a director at REE Automotive
Ltd. (NYSE: REE) a global company. Mrs. Geva-Harel holds an LLB degree and an LLM degree, both from Bar Ilan University and is a member
of the Israel Bar.
Meir
Mergi. Mr. Mergi serves as President of ICL Potash Division since March 2021 (first as Acting President and starting January 2021
as President). From March 2017 to Meir served as SVP, ICL Dead Sea Operations. Prior to that Meir held the position of VP Operations in
the Company's Performance Products Division, based in Germany. From 2010 to 2014, Mr. Mergi served as the CEO of the Dead Sea Magnesium
and before that he held various senior positions in the operations of Dead Sea Magnesium. Meir holds a BSc degree in Materials Engineering
and MBA in Business Management, both from Ben Gurion University.
ICL
Group Limited 226
Miri
Mishor. Mrs. Mishor serves as EVP, ICL Information Technology since 2022. Mrs. Mishor joined ICL in 1986 and served in various
positions, including CIO of ICL Industrial Products, VP Information Systems of ICL Fertilizers and SVP, ICL Information Technology. Mrs.
Mishor holds a B.Sc. degree in Mathematics and Computer Science and a M.Sc. degree in Industrial Management from Ben Gurion University.
Noam
Goldstein. Mr. Noam Goldstein serves as ICL EVP, Chief Risk Officer since January 2024. In this role he is also responsible for
the ICL Energy activities and for the ICL Quality Assurance. Mr. Goldstein joined ICL in 1986 and served in various positions in the Potash
Division, including Vice President of Business Development, CFO in Europe, Vice President of Infrastructure, Senior Vice President Operations
at ICL Dead Sea, and the president of ICL´s Potash Division and until recently as ICL EVP for Operational Excellence, Innovation
& Energy. Mr. Goldstein serves as the Chair of the Chemical, Pharmaceutical, and Environmental Industries Association of the Manufacturers
Association of Israel. Mr. Goldstein holds a B.A. degree in Economics and Business Administration from the Hebrew University of Jerusalem
and a M.A. degree in Economics from Ben Gurion University. Mr. Goldstein is also a graduate of the Heschel Sustainability Leadership Fellowship
Program.
Philip
Brown. Mr. Brown has served as the President of ICL’s Phosphate Specialties Solutions since May 2022 and as Head of ICL Americas
HQs. Mr. Brown joined ICL in 2006 and served in various leading positions in ICL’s Phosphate Business, including SVP Sales and Marketing,
SVP Global Operations, and VP Operations and Supply Chain. Prior to joining ICL, Mr. Brown gained broad chemical industry experience in
two global companies: Celanese (NYSE: CE) and Monsanto Company (NYSE:MON). Mr. Brown currently also serves on the Board of Directors for
the American Chemistry Council (ACC). Mr. Brown holds a BS degree and MS degree in Engineering from Texas A&M University.
Yaniv
Kabalek. Mr. Kabalek has served as President of Industrial Products
Division since September 2022. Since 2001, Mr. Kabalek has served in
several leadership positions at ICL: as Senior VP, Flame Retardants, Business Develop. & Advocacy from 2019-2022; as Senior Vice President,
ICL-IP Regional Sales China/Asia & ICL Asia HQ (located in China) from 2017-2019; as Vice President, ICL-IP Regional Sales China/Asia
(located in HK) from 2014-2017; as Head of Global Marketing Bromine & Isotanks from 2012-2014, as ICL-IP Global Treasury Manager from
2007-2012; and as a financial analyst from 2001-2006. Mr. Kabalek holds
a BA degree in Economics and an MA degree in Business Administration, both from Ben Gurion University.
Uri
Perelman. Mr. Perelman serves as EVP, ICL Chief Business Development Officer since December 2023. Prior to joining ICL, Mr. Perelman
held corporate development leadership roles at Similarweb (NYSE: SMWB) where he served as Chief Corporate Development Officer and at NICE
Inc. (NASDAQ:NICE) where he was the Head of M&A, Partners, and Corporate Development. Prior to NICE, Mr. Perelman was part of the
corporate development team at Orange (NYSE: ORAN) where he led the global commercial department and partnerships worldwide and before
that at Everest Funds, a global hedge fund specializing in activist investing and special situations. Mr. Perelman holds an MBA and a
BA from Tel Aviv University and is a graduate of Berkeley Haas Executive Management program.
Maya
Grinfeld. Ms. Grinfeld serves as VP, ICL Global Marketing & Communications, since September 2019 and is considered an office
holder of the Company since May 2024. Prior roles include VP of Marketing of a leading home design group company-Negev Group from 2017-2019,
Head of the International Marketing at Caesarstone Ltd. (NASDAQ: CSTE) from 2006-2017. In addition, Ms. Grinfeld served as Marketing Manager
at Inclarity from 2000-2005 and as Head of Operations in El Al Israel Airlines (OTC: ELAL/TA: ELAL) from 1997-2000. Ms. Grinfeld holds
a MBA from University of Haifa and a LLB from London Metropolitan University.
ICL
Group Limited 227
Family Relationships
There
are no family relationships between any members of our executive management and our directors.
Arrangements
for Election of Directors and Members of Management
There
are no arrangements or understandings with major shareholders, customers, suppliers or others pursuant to which any of our executive management
or our directors were elected.
B. COMPENSATION
Director
Compensation
Approval
of Director Compensation
The
approval of our directors' compensation is governed by Israeli law. Under the Companies Law requirements, compensation of directors generally
requires the approval of the HR & Compensation Committee, the Board of Directors and the shareholders, in that order. Generally, the
approval of the HR & Compensation Committee and the Board of Directors must be in accordance with the Company’s compensation
policy for officers and directors, as in effect from time to time (the “Compensation Policy”), except in special circumstances
and subject to certain conditions, in which case the shareholder approval must be by a special majority of non-controlling and disinterested
shareholders.
Non-Executive
Director Compensation
Each
of our non-executive directors (including our external directors, within the meaning of the Companies Law) are compensated in accordance
with the regulations promulgated under the Companies Law governing the compensation of external directors (the “Compensation Regulations”).
The Compensation Regulations set minimum and maximum amounts of cash compensation (an annual fee and fee per meeting), depending on the
Company’s shareholders’ equity. Generally, shareholder approval is not required for director compensation payable in cash
(annual and per meeting fees) up to the maximum amounts set forth in Compensation Regulations.
The
non-executive directors’ fee per meeting varies based on the qualifications of the non-executive directors, depending on whether
the director is qualified as an “Expert Director” under the Compensation Regulations. The current fees according to the Compensation
Regulations are as follows:
|
Expert Directors |
Non-Expert Director |
|
|
Fixed Annual Fee |
~NIS 165,000 (approximately $44,600)
|
~NIS 124,000 (approximately $33,500)
|
|
Per Meeting Fee |
~NIS 6,400 (approximately $1,700) |
~NIS 4,800 (approximately $1,300) |
The
Company also covers and/or reimburses its directors for expenses (including travel expenses) incurred in connection with meetings of the
Board of Directors and its committees or performing other services for the Company in their capacity as directors, in accordance with
the Company's Compensation Policy and the Compensation Regulations. Our Board members also benefit from directors' and officers' liability
insurance and indemnification and exemption arrangements. For further information, see “Item 6 - Directors, Senior Management and
Employees— C. Board Practices – Insurance and Indemnification”.
ICL
Group Limited 228
The
aggregate cash compensation paid by us to our non-executive directors for the year ended December 31, 2024, was approximately $0.9 million.
This amount includes annual and per meeting fees but does not include business travel and expenses reimbursed to directors.
2024
Summary of Directors Compensation: The following table sets out the compensation earned by each individual who served as a non-executive
director during the year ended December 31, 2024 (amounts exclude VAT):
|
Non-executive Director |
Fixed Annual Fee |
Aggregate Per Meeting Fees
|
Total |
|
Aviad Kaufman |
NIS 165,041 (~$44,606) |
NIS 130,810 (~$35,354) |
NIS 295,851 (~$79,960) |
|
Avisar Paz |
NIS 165,041 (~$44,606) |
NIS 143,510 (~$38,786) |
NIS 308,551 (~$83,392) |
|
Dafna Gruber |
NIS 165,041 (~$44,606) |
NIS 213,360 (~$57,665) |
NIS 378,401 (~$102,271) |
|
Gadi Lesin |
NIS 165,041 (~$44,606) |
NIS 194,310 (~$52,516) |
NIS 359,351 (~$97,122) |
|
Lior Reitblatt |
NIS 165,041 (~$44,606) |
NIS 199,390 (~$53,889) |
NIS 364,431 (~$98,495) |
|
Michal Silverberg |
NIS 165,041 (~$44,606) |
NIS 109,220 (~$29,519) |
NIS 274,261 (~$74,125) |
|
Dr. Miriam Haran |
NIS 165,041 (~$44,606) |
NIS 217,170 (~$58,695) |
NIS 382,211 (~$103,301) |
|
Reem Aminoach |
NIS 165,041 (~$44,606) |
NIS 91,440 (~$24,714) |
NIS 256,481 (~$69,320) |
|
Sagi Kabla* |
NIS 165,041 (~$44,606) |
NIS 166,370 (~$44,965) |
NIS 331,411 (~$89,571) |
|
Tzipi Ozer-Armon |
NIS 165,041 (~$44,606) |
NIS 101,600 (~$27,459) |
NIS 266,641 (~$72,065) |
|
Shalom Shlomo |
NIS 123,730 (~$33,441) |
NIS 77,112 (~$20,841) |
NIS 200,842 (~$54,282) |
*
Mr. Kabla, Israel Corp.'s Chief Financial Officer, has requested that his director cash compensation be assigned and paid directly to
Israel Corp.
Executive
Chairman of the Board's Compensation
From
July 1, 2022 until March 6, 2025, Mr. Doppelt was entitled to the following cash and equity-based compensation for his service as Executive
Chairman of the Board, as approved by our shareholders at the Annual General Meeting held on March 30, 2022, following approvals by the
HR & Compensation Committee and Board of Directors on January 31, 2022 and February 8, 2022, respectively.
| (1) |
Annual cost of employment:
Annual fixed cost of employment of NIS 1.8 million (approximately $486,000). |
| (2) |
Short-term incentive
(“STI”): An annual cash bonus, in accordance with the Executive Chairman’s STI formula set forth in the Company’s
Compensation Policy. Mr. Doppelt’s target STI, which was his potential maximum STI payout in any given year, could not exceed NIS
1.2 million (approximately $329,000). For details regarding Mr. Doppelt’s STI formula and for his 2024 STI payout, see below "Short-Term
Incentive - The Annual Bonus Component". |
ICL
Group Limited 229
| (3) |
Termination arrangement:
In the event of termination of Mr. Doppelt's term of office as Executive Chairman of the Board, Mr. Doppelt is entitled to a six-month
adjustment period and six-month advance notice period, during both of which he will continue to be entitled to all of his compensation
terms, including STI payouts and continued vesting of his existing long-term incentive (“LTI”) plans. |
| (4) |
Long-term incentive (“LTI”):
On March 30, 2022, Mr. Yoav Doppelt was awarded a three-year LTI award, for the years 2022-2024, in the form of options to purchase 1,055,100
Ordinary Shares, at an exercise price of NIS 35.7 ($9.7) per share (or exercisable on a cashless basis pursuant to a customary “net
exercise” formula), with a total value of NIS 9 million (approximately $2.4 million), or NIS 3 million (approximately $811,000)
per vesting annum. For details regarding the Company's equity compensation plans, see Note 19 to our Audited Financial Statements.
|
Effective
as of March 6, 2025, at an extraordinary general meeting of shareholders held on such date, our shareholders approved the renewal of Mr.
Yoav Doppelt’s compensation terms as the Executive Chairman of the Board for a period of three years, until March 5, 2028, following
approvals by the HR & Compensation Committee on December 31, 2024 and January 6, 2025 and the Board of Directors on January 9, 2025.
The renewed terms are substantially similar to those approved in 2022, other than the adjustment of the amounts approved in 2022 for inflation
up to the present date, and the inclusion of a provision linking all compensation components going forward to the CPI, as well as an additional
update of Mr. Dopplet’s LTI, consistent with the adjustments made in the grants awarded to other Company executives in 2024. The
renewed terms are as follows:
| (1) |
Annual Cost of employment:
NIS 1,963,000 (approximately $530,500), consistent with the amount approved in 2022, adjusted for inflation since then. |
| (2) |
Short term incentive:
Mr. Doppelt is eligible for an annual cash bonus based on the Executive Chairman’s STI formula set forth in the Company’s
Compensation Policy, with a target STI, which is also the maximum potential payout of NIS 1,309,300 (approximately $358,700) per year,
consistent with the terms approved by the shareholders in 2022, adjusted for inflation since then.
|
| (3) |
Termination Arrangement:
Remained unchanged from the previous terms, approved by the shareholders in 2022. |
| (4) |
Other Benefits:
Mr. Doppelt is entitled to additional cash and non-cash benefits similar to those payable to senior executives of the Company, including
but not limited to, pension and severance pay, life insurance (risk), annual vacation days (and redemption of accrued vacation days),
sick days quota, recuperation days and expenses reimbursement. All of Mr. Doppelt’s compensation components, including base salary
and STI, are subject to periodical adjustment in accordance with increases in the CPI, with the baseline being the January 2025 CPI, published
on February 15, 2025, subject to the maximum amounts for each compensation component as set forth in the Compensation Policy. |
Long-term
incentive: On March 6, 2025, Mr. Doppelt was awarded a three-year LTI award, for the years 2025-2027, in the form of options to
purchase 1,973,684 Ordinary Shares, at an exercise price of NIS 21.5 ($5.94) per share (or exercisable on a cashless basis pursuant to
a customary “net exercise” formula), with a total value of NIS 11.25 million (approximately $3 million), or NIS 3.75 million
(approximately $1 million) per vesting annum. For details regarding the Company's equity compensation plans, see Note 19 to our Audited
Financial Statements.
ICL
Group Limited 230
Equity
(LTI) Grants to the Executive Chairman of the Board:
|
Grant for Year |
Grant Date |
Type of Equity |
Dates of Governance Bodies' Approvals
|
Grant Value (NIS) |
Amount of Options |
Expiration Date |
|
2022-2024(1)
|
March 30, 2022 |
Options |
HR & Comp. Committee – 31.1.22 & 6.2.22
Board – 8.2.22
Shareholders (Annual GM) – 30.3.22 |
9 million (3 million per annum) |
1,055,100 |
March 30, 2027
|
|
2025-2027(2)
|
March 6, 2025 |
Options |
HR & Comp. Committee – 31.12.24 & 6.1.25
Board – 9.1.25
Shareholders (Annual GM) – 6.3.25 |
11.25 million (3.75 million per annum) |
1,973,684 |
March 6, 2030 |
|
Vesting Schedule | ||||||
|
The options will vest in three equal tranches, upon each
of the three anniversaries of the grant date. Options fully accelerate if Mr. Doppelt ceases to provide services within 12 months following
a change of control (as defined in the Equity Plan), except in the event of termination for cause. | ||||||
| (1) |
The equity award was granted pursuant to the Company’s
Equity Compensation Plan (2014), as amended in June 2016. |
| (2) |
The equity award was granted pursuant to the Company’s
Equity Compensation Plan (2024). |
Other
than the agreement with Mr. Doppelt in his capacity as Executive Chairman of the Board, described above, including the indemnification,
exemption and insurance arrangements customary in the Company and the described acceleration of equity awards upon termination of his
service under certain circumstances, we do not have any written agreements with any current director providing for benefits upon the termination
of such directors' relationship with us.
Senior
Management Compensation
Our
Compensation Philosophy
The
design and philosophy of our executive compensation program closely links financial performance and strategy execution to resulting awards,
supporting our efforts to attract, motivate and retain the brightest talent with skills across a diverse range of capabilities. An emphasis
on long-term incentives (equity-based compensation) focuses our executives on long-term success and aligns compensation with shareholders’
interests. The compensation structure is designed to support the delivery of financial performance while demonstrating a commitment to
operating safely, reliably and in a manner that is proactively consistent with our Environmental, Social and Governance (ESG) commitments.
ESG performance targets are regularly included as part of the annual short term incentive plan of all executive officers, to reflect our
commitment to create impactful solutions for humanity’s sustainability challenges. Accordingly, for 2024, our HR & Compensation
Committee and Board of Directors set annual key performance indicators (“KPIs”) for our executive management, that incorporate
improvement of specific ESG targets, including: health & safety performance (IR improvement targets), environmental performance (water
savings, waste reduction, greenhouse gas emissions reduction targets, aimed to eventually achieve science based targets, as further detailed
in “Item 4 – Information On The Company — B. Business Overview - Task Force on Climate-related Financial Disclosures
(TCFD)"), suppliers sustainability performance (related to TfS/Ecovadis assessments), climate-change and climate related disclosures and
rankings, diversity and gender equality improvement targets, energy efficiency, green products, product carbon footprints calculations,
and more.
ICL
Group Limited 231
Compensation
and Recoupment Policy
At
the extraordinary general meeting of shareholders held on October 9, 2024, our shareholders approved a new compensation policy for office
holders (the “New Compensation Policy”), for a period of three years, replacing the
previous compensation policy that was approved by our shareholders in March 2022 (the “Previous
Compensation Policy”). The New Compensation Policy contained a few adjustments in comparison to the Previous Compensation
Policy, reflecting the experience that was gained from the implementation of the Previous Compensation Policy since its adoption. A copy
of the New Compensation Policy is attached as Exhibit 4.3 to this Annual Report on Form 20-F. The New Compensation Policy refers, among
other things, to the Compensation Recoupment Policy that was adopted by the Company in 2023, as required under, and in accordance with,
the requirements of Section 10D of the Securities Exchange Act of 1934, as amended, and Section 303A.14 of the NYSE Listed Company Manual.
A copy of the Compensation Recoupment Policy is attached as Exhibit 4.7 to the Company's 2023 Annual Report on Form 20-F.
2024
Senior Management Compensation
The
aggregate compensation amount to all of the members of our senior management (Global Executive Committee – GEC) as of December 31,
2024, was approximately $17 million for the year 2024. This amount includes an annual provision for pension and other retirement benefits
for our senior management of approximately $1 million.
The
following table and accompanying notes describe the compensation incurred for the year 2024 with respect to the five highest earning senior
officers of ICL for such period.
|
Details of the Recipient |
Payments for services |
||||||
|
Name |
Position |
Scope of position |
Base Salary |
Compensation
(1) |
Bonus (STI)
(2) |
Equity based compensation (LTI)(3)
|
Total |
|
US$ thousand | |||||||
|
Raviv Zoller (4)
|
President & Chief Executive Officer |
100% |
850 |
1,818 |
1,118 |
787 |
3,723 |
|
Elad Aharonson (5)
|
President, Growing Solutions Division |
100% |
410 |
586 |
394 |
922 |
1,902 |
|
Aviram Lahav (6)
|
Chief Financial Officer |
100% |
401 |
574 |
378 |
904 |
1,856 |
|
Philip Brown (7)
|
President, ICL Phosphate Specialty Solutions Division
|
100% |
375 |
415 |
598 |
677 |
1,690 |
|
Lilach Geva-Harel (8)
|
EVP, Chief Legal and Sustainability Officer |
100% |
287 |
433 |
303 |
748 |
1,484 |
| (1) |
The salary items (compensation) column in the above table include
all of the following components: base salary, customary social benefits, customary social and related provisions, Company car and reimbursement
of telephone expenses. The compensation is in accordance with both the Previous Compensation Policy and the New Compensation Policy.
|
| (2) |
The annual bonuses (STI awards) to officer holders for 2024, including
the top-five earners in 2024, were approved by our HR & Compensation Committee and Board of Directors on January 20, 2025, and January
22, 2025, respectively. |
| (3) |
The expense for share-based payment compensation is calculated
according to IFRS and is recognized in the Company’s statement of income over the vesting period of each portion. The amounts reported
in this column represent the expense recorded in the Company’s financial statements for the year ended December 31, 2024, with respect
to equity-based compensation granted to the senior officer. For details regarding the Company's equity compensation plans, see Note 19
to our Audited Financial Statements. |
ICL
Group Limited 232
Five
highest earning senior officers' employment terms summary:
|
Senior officer |
Employment terms | |||
|
(4) |
Raviv Zoller |
Mr. Zoller's compensation terms, as
of December 31, 2024, were as follows: | ||
| • | Base salary: | |||
| - | Annual base salary of ~NIS 3.2 million (approximately $880,000), or | |||
| - | Monthly base salary of ~NIS 266,000 (approximately $73,000). | |||
| - | In accordance with the Company's Compensation Policy, the CEO's perquisites for the reporting period totaled ~NIS 0.3 million (approximately $81,000). This amount includes provisions for a company car and related gross-ups, reimbursement of telephone expenses, communication allowances (as newspaper), and meal allowances, and does not include any social benefit-related compensation or customary social related provisions such as pension payments. | |||
| • | STI – Annual Bonus: Target STI of ~NIS 3.5 million (approximately $959,000), and maximum STI of ~NIS 4.56 million (approximately $1.25 million). For information regarding Mr. Zoller’s STI formula, performance and payout in 2024, see below “Short-Term Incentive - The Annual Bonus Component”. | |||
| • | LTI – Equity: Entitlement to an annual LTI (equity) value of NIS 5.5 million (approximately $1.5 million). The equity-based compensation amount in the above table reflects the expense that was recognized for Mr. Zoller’s LTI in the Company’s 2024 Financial Statements. For details regarding Mr. Zoller's equity-based compensation grants, see Note 19 to our Audited Financial Statements; | |||
| • | Termination arrangements: | |||
| - | 12-months advance notice period in case of termination by the Company (not for cause) or 6-months advance notice in case of resignation; | |||
| - | Additional severance equal to the last base salary multiplied by the number of years that Mr. Zoller served as ICL’s President & CEO. | |||
| • | In accordance with Mr. Zoller’s Employment Agreement, all compensation items per Mr. Zoller’s Employment Agreement, are adjusted to the increase in the CPI. | |||
| • | All other cash and non-cash benefits payable to our senior executives pursuant to our policies in effect from time to time, including but not limited to, pension, education fund, disability insurance, Company car, gross up, as well as the exemption, insurance and indemnification arrangements applying to the Company’s office holders. | |||
|
(5) |
Elad Aharonson |
• | Monthly base salary: ~NIS 128,000 (approximately $35,000), as of December 31, 2024, adjusted to increase in the CPI. | |
| • | STI: Target STI of 75% of the annual base salary. For details regarding Mr. Aharonson’s STI performance and payout in 2024, see below “Short-Term Incentive Annual Bonus Component”. | |||
| • | LTI: The equity-based compensation amount in the above table reflects the expense that was recognized for Mr. Aharonson’s LTI in the Company’s 2024 Financial Statements. | |||
| • | Termination arrangements: Advance notice period of 6 months. | |||
| • | All other benefits customary in the Company, such as regular provisions for pension and severance, education fund, disability insurance, Company car, gross up, as well as the exemption, insurance and indemnification arrangements applying to the Company’s office holders. | |||
ICL
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|
Senior officer |
Employment terms | |||
|
(6) |
Aviram Lahav |
• | Monthly base salary: ~NIS 125,000 (approximately $34,000), as of December 31, 2024, adjusted to increase in the CPI. | |
| • |
2024
STI: Target STI of 75% of the annual base salary. For details regarding Mr. Lahav’s STI performance and payout in 2024, see
below "Short-Term Incentive Annual Bonus Component". | |||
| • | LTI: The equity-based compensation amount in the above table reflects the expense that was recognized for Mr. Lahav’s LTI in the Company’s 2024 Financial Statements. | |||
| • |
Termination
arrangements: 6-months advance notice period in case of termination by the Company (not for cause) or 3-months advance notice in
case of resignation. | |||
| • |
All other
benefits customary in the Company, such as regular provisions for pension and severance, education fund, disability insurance, Company
car, gross up, as well as the exemption, insurance and indemnification arrangements applying to the Company’s office holders.
| |||
|
(7) |
Philip Brown |
• | Monthly base salary: ~NIS 114,000 (approximately $31,000), as of December 31, 2024. | |
| • | STI: Target STI of 75% of the annual base salary. For details regarding Mr. Brown’s STI performance and payout in 2024, see below “Short-Term Incentive Annual Bonus Component”. | |||
| • | LTI: The equity-based compensation amount in the above table reflects the expense that was recognized for Mr. Brown’s LTI in the Company’s 2024 Financial Statements. | |||
| • | All other benefits customary in the Company, such as regular provisions for health, retirement and severance, disability arrangement, car allowance, as well as the exemption, insurance and indemnification arrangements applying to the Company’s office holders. | |||
| (8) | Lilach Geva-Harel | •
|
Monthly base salary: ~NIS 98,000 (approximately $27,000), as of December 31, 2024, adjusted to increase in the CPI. | |
| • | STI: Target STI of 75% of the annual base salary. For details regarding Mrs. Geva Harel’s STI performance and payout in 2024, see below “Short-Term Incentive Annual Bonus Component”. | |||
| • | LTI: The equity-based compensation amount in the above table reflects the expense that was recognized for Mrs. Geva Harel’s LTI in the Company’s 2024 Financial Statements. | |||
| • |
Termination
arrangements: Advance notice period of 6 months. | |||
| • | All other benefits customary in the Company, such as regular provisions for pension and severance, education fund, disability insurance, Company car, gross up, as well as the exemption, insurance and indemnification arrangements applying to the Company’s office holders. | |||
ICL
Group Limited 234
Mr.
Elad Aharonson, New President and CEO
On
December 23, 2024, our Board of Directors approved the appointment of Mr. Elad Aharonson as ICL’s new President and CEO, effective
March 13, 2025, succeeding. Mr. Raviv Zoller. On March 6, 2025, our shareholders approved Mr. Aharonson’s compensation terms as
our new President and CEO, following the approval of the HR & Compensation Committee on December 31, 2024 and January 6, 2025, and
the Board of Directors on January 9, 2025. Mr. Aharonson’s compensation terms as President and CEO are as follows:
Annual
base salary. An annual gross base salary of NIS 2,820,000 (approximately $762,000).
STI
award. Mr. Aharonson's target STI, in a given year, which represents the payout amount for achieving a 100% performance level (i.e.,
meeting 100% of all the targets) in such year, will amount to 12 monthly base salaries (which is currently equal to NIS 2,820,000 (approximately
$773,000)). The maximum STI payout for Mr. Aharonson for any given fiscal year may not exceed 15 monthly base salaries (which is currently
equal to NIS 3,525,000 (approximately $966,000)).
Long-Term
Incentive (LTI). Mr. Aharonson is entitled to an LTI award in the form of equity compensation, in the value of NIS 5,520,000 (approximately
$1,492,000) per vesting annum, or any other amount per vesting annum as approved by the Company’s authorized organs, including shareholder
approval by the required majority according to applicable law. For further details regarding Mr. Aharonson's LTI award for the years 2025-2027,
see Note 19 to our Audited Financial Statements.
Notice
Period. Mr. Aharonson will be entitled to advance notice of termination of 12 months in any case of termination of employment (excluding
termination of employment by the Company for cause) (the “Advance Notice Period”). During the Advance Notice Period, Mr. Aharonson
may be required to continue his work for the Company. During the Advance Notice Period, should employer-employee relations remain in effect,
Mr. Aharonson will be entitled to all of his compensation terms, including STI and vesting of any existing LTI awards. Mr. Aharonson may
receive payment in lieu of the advance notice period, including salary and any associated benefits or their equivalent value, but excluding
STI payment, existing LTI vesting and a new LTI grant.
Other
Benefits. Mr. Aharonson is entitled to additional cash and non-cash benefits similar to those payable to senior executives of the
Company pursuant to policies in effect from time to time, including but not limited to, welfare, pension including severance pay, education
fund, life insurance (risk), health insurance, accidents insurance, work disability insurance, birthday and holiday gifts, vacation days
per year (and redemption of accrued vacation days), sick days quota, recuperation days, annual medical examination, professional association
membership fees, meals allowance or its equivalent, newspaper allowance, cellular phone and company car, including gross up, and expenses
reimbursement. Mr. Aharonson is also entitled to the exemption, insurance and indemnification arrangements as customary in the Company.
All components of Mr. Aharonson’s compensation, including base salary, STI awards and LTI entitlement, will be adjusted periodically
in accordance with increases in the CPI, subject to the maximum amounts for each compensation component as set forth in the Compensation
Policy.
ICL
Group Limited 235
Mr.
Raviv Zoller, Departing President and CEO
Mr.
Raviv Zoller will cease to serve as our President and CEO on March 12, 2025. On December 31, 2024, and January 9, 2025, our HR & Compensation
Committee and Board of Directors, respectively, approved Mr. Zoller’s employment termination terms, which are consistent with the
terms of his employment agreement and applicable law. According to these terms, the employment relationship between the Company and Mr.
Zoller will terminate in November 2025, following the conclusion of his accrued vacation and sick days. Upon termination of employment,
Mr. Zoller will receive payment in lieu of 12 months' advance notice, as well as an additional severance payment, in addition to the regular
severance pay, for each year of his employment (including the 12 months advance notice period).
Short
Term Incentive - The Annual Bonus Component
Our
Annual Short Term Incentive Plan is a key element in supporting our pay-for-performance philosophy. Each Executive Officer’s annual
incentive opportunity is determined by performance in certain components, with an emphasis on key operating and financial metrics, including
ESG targets.
The
Annual Incentive Plan for 2024 continued to include strategic metrics at both ICL and operating segment levels to measure and reward initiatives
critical to the longer-term success of the organization. For most of our executive officers, other than for Mr. Zoller (our departing
President and CEO) and Mr. Doppelt (our Executive Chairman of the Board), the STI targets continue to be set as a percentage of salary,
with actual STI payouts based on a performance multiplier dependent on the achievement of predetermined annual goals.
ESG
performance targets are included as part of the annual short term incentive plan of all executive officers, to reflect our commitment
to creating impactful solutions for humanity’s sustainability challenges, including: health & safety performance (IR improvement
targets), environmental performance (water savings, waste reduction and GHG emissions reduction targets, aimed to eventually achieve science-based
targets (SBTi)), suppliers sustainability performance (related to TfS/Ecovadis assessments), climate-change and climate related disclosures
and rankings, diversity and gender equality improvement targets, energy efficiency, green products, product carbon footprints calculations,
and more. On January 20, 2025, and January 22, 2025, our HR & Compensation Committee and Board of Directors, respectively, approved
the payouts of the annual STI awards to our executive officers for 2024, including the top-five earners in 2024 among ICL’s senior
officers, in accordance with the Company’s Compensation Policy, and according to the criteria set forth above.
CEO
STI formula as set forth in the Previous Compensation Policy that was in effect in 2024:
| • |
The target STI (“STI Target”) for the CEO represents
the payout amount for achieving a 100% performance level (i.e., meeting 100% of all targets) in a given year. The STI Target for the CEO
for any given fiscal year may shall not exceed 120% of the CEO’s annual base salary. |
| • |
80% of the CEO's STI Target will be measured against the performance
level of annual measurable financial and non-financial goals determined by the HR & Compensation Committee and the Board of Directors
at the beginning of each fiscal year, as detailed in the Compensation Policy. |
ICL
Group Limited 236
| • |
Out of the 80% STI Target, at least 60% of the STI Target will
be based on financial goals included in the annual budget and the remaining 20% (or less) of the STI Target will be based on other measurable
non-financial goals. The achievement level of each goal, whether measurable financial goals or measurable non-financial goals, will be
assessed independently of other goals, according to the rating scale set forth in the Company’s Compensation Policy, and then translated
into payout factors. The measurable financial goals are calculated based on the figures from ICL's annual reports, as adjusted in accordance
with the pre-defined profit adjustments list in the Compensation Policy (the ”Predefined List”).
|
| • |
If the actual performance of ICL’s operating income and/or
net income, as adjusted according to the Predefined List, does not meet the threshold performance level (60% of budgeted level), there
will be no payout for the 80% portion of the STI award that is based on measurable financial and non-financial goals. |
| • |
The remaining 20% of the CEO's STI Target will be determined based
on a qualitative evaluation by the HR & Compensation Committee and Board of Directors. The maximum payout for this component cannot
exceed three base monthly salaries. |
| • |
The maximum STI payout for the CEO according to the Company's
Compensation Policy cannot exceed, for any given year, the lower of 130% of the CEO's STI Target for such year and $1.5 million.
|
| • |
Mr. Zoller’s STI Target for fiscal year 2024 after adjustment
to the CPI as per his employment agreement, was ~NIS 3.5 million (approximately $959,000), with a maximum STI payout of NIS 4.56 million
(approximately $1.2 million). |
| • |
For details regarding Mr. Zoller’s STI performance and payout
in 2024, see ”Five-highest earners STI performance and payout in 2024” below. |
Executive
Chairman of the Board (CoB) STI Formula as set forth in the Previous Compensation Policy that was in effect in 2024:
| • |
The STI Target for the CoB represents the payout amount for achieving
a 100% performance level (i.e., 100% of all targets) in a given year. The STI Target for the CoB for any given fiscal year may not exceed
120% of the CoB's annual base salary. |
| • |
If the actual performance of ICL’s operating income and/or
net income, as adjusted according to the Predefined List, does not meet the threshold performance level (60% of the budgeted level), no
payout will be made under the CoB STI plan. |
| • |
Of the CoB's STI Targets for any given year, 30% will be based
on the performance level of ICL EBITDA; 30% on the performance level of ICL Operating Income; 20% on the performance level of ICL Net
Income, and 20% on the performance level of ICL’s Revenues. These goals will be derived from ICL’s budget for the relevant
fiscal year, and the achievement level of each goal will be assessed independently, according to the rating scale set forth in the Company's
Compensation Policy and then translated into payout factors. Such financial goals are calculated according to the figures from ICL's annual
reports, as adjusted in accordance with the Predefined List. |
| • |
According to the Compensation Policy, the maximum STI payout for
the CoB shall not exceed, for any given fiscal year, the lower of 150% of the CoB's STI Target and $1 million. |
ICL
Group Limited 237
| • |
Mr. Doppelt’s STI Target for 2024, which was also his potential
maximum STI payout, was NIS 1.2 million (approximately $329,000). |
| • |
Mr. Doppelt’s overall STI score for 2024 representing the
performance against the STI targets for 2024, was 139.5%. His payout was NIS 1.2 million (approximately $329,000), which represents a
100% score and is the maximum STI payment possible under Mr. Doppelt's compensation terms. |
Amendments
to STI formulas of CoB and CEO as set forth in the New Compensation Policy that is in effect commencing 2025
| • |
Pursuant to the New Compensation Policy that was approved by our
shareholders on October 9, 2024, effective as of the STI for 2025, the CEO STI formula has been amended to provide that out of the measurable
80% STI Target, between 50%-100% will be measured against financial goals included in the annual budget for the relevant fiscal year,
and the remaining measurable STI Target will be measured against non-financial measurable goals. The list of financial and non-financial
measurable goals remains unchanged. In addition, the payout factor for non-financial measurable goals for excellent performance by the
CEO has been expanded to a range between 100%-125%. |
| • |
The list of financial goals’ adjustments for purposes of
calculating the STI of the CoB and the CEO for any given year in the New Compensation Policy includes an adjustment for force majeure
events, including pandemics, natural disasters, war (including related geopolitical developments), strikes and shutdowns, general emergency
situations, an offensive event against ICL or against its facilities (including cyber-attacks), etc., that were not considered for purposes
of determining the annual budget. According to shareholders approval, this adjustment applies as of 2024 reporting year period for purposes
of calculating the payout of the STI awards for 2024 for the CoB and the CEO. |
Executive
Officers (other than the CoB and CEO) STI requirements as set forth in the Company’s Previous Compensation Policy that was effect
in 2024:
| • |
With respect to our Executive Officers, other than our CEO and
CoB, the Company's Compensation Policy provides that the annual bonuses may be calculated by measurable financial metrics and/or measurable
non-financial metrics, as pre-determined by our HR & Compensation Committee and Board of Directors, and/or determined based on a qualitative
evaluation. The HR & Compensation Committee and Board of Directors may determine, in any given year, that the STI payout for such
Executive Officers will be granted, in whole or in part, according to a qualitative evaluation of non - measurable items, subject to the
maximum STI payout set forth in the Compensation Policy and described below. |
| • |
The maximum STI payout for such an Executive Officers, other than
the CEO and CoB, shall not exceed, for any given fiscal year, the lower of 225% of the Executive Officer’s STI Target for such year
and $1 million. |
| • |
For details regarding the STI performance and payout to the five
highest earning senior officers of ICL for 2024, see ‘Five-highest earners STI performance and payout in 2024' below. |
ICL
Group Limited 238
Five-highest
earners STI performance and payout in 2024(2)
|
Executive Office |
Annual Base
(1) |
STI Target % |
STI Target |
Overall score of % target (3)
|
2024 STI Payout |
|
Raviv Zoller |
NIS 3.2 million (~$0.88 million) |
NA(4)
|
NIS 3.5 million (~$0.96 million) |
116.6% |
NIS 4.08 million (~$1.12 million) |
|
Elad Aharonson |
NIS 1.5 million (~$0.41 million) |
75% |
NIS 1.2 million (~$0.33 million) |
124.83% |
NIS 1.44 million (~$0.39 million) |
|
Aviram Lahav |
NIS 1.5 million (~$0.41 million) |
75% |
NIS 1.1 million (~$0.30 million) |
122.6% |
NIS 1.38 million (~$0.38 million) |
|
Philip Brown(5)
|
NIS 1.4 million (~$0.38 million) |
75% |
NIS 1.0 million (~$0.28 million) |
123.9% |
NIS 1.27 million (~$0.35 million) |
|
33.33% |
NIS 0.5 million (~$0.125 million)
|
200% |
NIS 0.90 million (~$0.25 million) | ||
|
Lilach Geva Harel |
NIS 1.2 million (~$0.33 million) |
75% |
NIS 0.9 million (~0.25 million) |
125.5% |
NIS 1.11 million (~$0.30 million) |
| (1) |
The Annual Base amounts are as of December 31, 2024. |
| (2) |
The adjustments to the Company’s annual net and operating
income, as specified in “Item 5 – Financial Results and Business Overview– A. Operating Results", for purposes of calculating
the STI threshold and the measurable financials goals for the CEO and the CoB, adhere to the Predefined List in the Company's Compensation
Policy. This includes adjustments for charges related to the security situation in Israel, which as determined by the shareholders, apply
to STI awards for the year ending December 31, 2024, for purposes of calculating the payout of the STI awards for 2024 of the CoB and
the CEO, in order to align the financial measures for purposes of calculating such 2024 STI payouts with the 2024 financial measures reported
by the Company. |
| (3) |
For all executive officers, this column represents the weighted
percentage score of the measurable financial and non-financial goals (including ESG targets) and qualitative evaluation, as applicable.
|
| (4) |
Mr. Zoller's STI Target was determined in Mr. Zoller's Employment
Agreement as a nominal amount, linked to the CPI. |
| (5) |
Mr. Brown STI payout in 2024 (as shown in the table above) includes
his annual STI payment of NIS 1.27 million (approximately $0.35 million), which represents an overall score of 123.9% of his STI targets,
as well as an additional STI for the pre-defined 2024 KPI's, in the amount of NIS 912,500 (approximately $0.25 million). |
ICL
Group Limited 239
C. BOARD
PRACTICES
Board
of Directors
According
to our Articles of Association, we must have no less than seven and no more than twenty directors on our Board of Directors (including
our external directors). Our directors (other than our external directors) are typically elected by our shareholders at our annual general
meeting of shareholders. Our Board of Directors is also authorized to appoint directors to fill vacancies or for any other reason. Each
of our directors, other than our external directors, serves from the date of election or appointment until our next annual meeting of
shareholders. According to our Articles of Association, the majority of our Board of Directors must be both citizens and residents of
Israel. The approval of at least a majority of the voting rights represented at a shareholders’ meeting and voting on the matter
is generally required to remove any of our directors from office (other than external directors as detailed below).
As
of the date of this Annual Report, our Board of Directors consists of twelve directors. In the event of equal votes of our Board of Directors,
our Chairman of the Board has the right to cast the deciding vote.
Dr.
Miriam Haran and Ms. Dafna Gruber serve as “external directors” according to the Companies Law. Messrs. Lior Reitblatt, Gadi
Lesin and Shalom Shlomo and Ms. Tzipi Ozer Armon qualify as independent directors, as defined in the Companies Law. Mses. Tzipi Ozer Armon,
Miriam Haran, Dafna Gruber and Michal Silverberg, as well as Messrs. Reem Aminoach, Lior Reitblatt, Gadi Lesin, Avisar Paz and Shalom
Shlomo qualify as independent directors under the rules applicable to US companies listed on the NYSE. Messrs. Yoav Doppelt, Aviad Kaufman
and Sagi Kabla are not considered independent directors by virtue of the positions they hold, or previously held, with our controlling
shareholder's group. We do not have service agreements with our current directors, excluding our Executive Chairman of the Board, Mr.
Yoav Doppelt.
Board
Composition
The
Company's Board of Directors has adopted an outline for institutionalizing and improving the structure and composition of the Board of
Directors, reflecting, among other things, the Company's ambition to maintain a diverse composition of its board of directors, which represents
diverse backgrounds, expanding skillsets and experience, and encompasses a wide range of special expertise, such as high-level managerial
experience in a complex organization; strong global experience; skills and experience in dealing with complex issues; experience with
strategy setting; experience in managing global businesses, working with emerging markets and business development experience in high-volume
businesses; experience in corporate governance, sustainability and environmental expertise, risk management and regulation, and gender
diversity. The aforementioned outline also includes guiding principles for the appointment of external directors in the Company. In addition,
the Company strives to have a board of directors comprised of directors with the following expertise: industry expertise; corporate governance
expertise; environmental, biodiversity and climate expertise; logistics and operational expertise; safety expertise, etc. Accordingly,
the Company strives to integrate within its board, directors with expertise in such areas, whether with new appointments or upon replacement
of a director's vacant position.
ICL
Group Limited 240
Board
Effectiveness Review
Our
Board of Directors is committed to continuous improvement and recognizes the fundamental role a robust Board of Directors and committee
evaluation process play in ensuring that our Board of Directors maintains optimal composition and functions effectively. In the annual
self-evaluation process, the members of the Board of Directors conduct a confidential assessment of the performance, risk oversight and
composition of the Board and its committees, as relevant. As part of the evaluation process, the Board of Directors reviews the effectiveness
and overall composition of the Board of Directors, including director tenure, board leadership structure, diversity and skill sets, the
quality and scope of the materials distributed in advance of meetings and the board's access to Company executives and operations, to
ensure the Board of Directors serves the best interests of shareholders and positions the Company for future success. After the evaluations,
the board and committees, in conjunction with the corporate secretariat function, work to improve upon any issues presented during the
evaluation process and to identify opportunities that may lead to further improvement. While this formal self-evaluation is conducted
on an annual basis, the evaluation process is an ongoing process throughout the year. Directors continuously share their perspectives,
feedback, and suggestions throughout the year, whether during the board’s executive sessions or otherwise.
New
Directors On-boarding & Directors' Trainings
The
Company has a tailored and robust onboarding program for new directors, aimed to familiarize the new directors with key topics, such as
the board’s structure, governance and responsibilities, the Company’s organizational structure, the Company’s strategic
objectives and key performance indicators (KPIs), the Company’s business environment and market overview, financial reporting and
legal proceedings. The program is formalized and tailored to take into account the unique backgrounds, experiences and expected committee
responsibilities of each new director. The program includes an educational overview of the Company's public disclosures, including website,
regulatory filings, governance documents. investor presentations, annual and long-term budget materials. In addition, we schedule meetings
for the new directors with other directors, key executives and business leaders to gain business insights about the Company, and the culture
of the board and how it operates. Additional onboarding activities (such as site visits) are calendared throughout the year to foster
an ongoing onboarding program.
The
board operates according to annual and long-term plans, which include, among other things, trainings on various issues (such as climate
change, sustainability, governance, compliance, HR & people trends, etc.), in addition to educational sessions on the business environment,
our products, competition view, compliance, and other topics.
External
Directors
As
a public Israeli company, we are required by the Companies Law to have at least two external directors who meet certain independence criteria
to ensure that they are not related to the Company or to our controlling shareholder. The definition of an “external director”
or "independent director" under the Companies Law and the definition of an “independent director” under the NYSE rules are
very similar, and thus, we would generally expect a director who qualifies as one to also qualify as the other. However, since the definitions
provided in Israeli law and US law are not identical, it is possible for a director to qualify as one but not necessarily as the other.
ICL
Group Limited 241
An
external director is required to have either financial and accounting expertise or professional qualifications, as defined in the relevant
regulations promulgated under the Companies Law, and at least one of the external directors is required to have financial and accounting
expertise. Our external directors, Ms. Dafna Gruber and Dr. Miriam Haran, have financial and accounting expertise as defined in such regulations.
An external director is entitled to reimbursement of expenses and compensation as provided in the Compensation Regulations promulgated
under the Companies Law but is otherwise prohibited from receiving any other compensation from us, directly or indirectly, during his
or her term of office and for two years thereafter.
Under
the Companies Law, external directors must be elected at a shareholders’ meeting by a simple majority of the votes cast, provided
that either of the following conditions is met: (i) such majority includes a majority of the votes cast by non‑controlling shareholders
and shareholders who do not have a personal interest in the election (excluding a personal interest that did not result from the shareholder’s
relationship with the controlling shareholder), excluding abstentions, or (ii) the votes cast by non-controlling shareholders and shareholders
who do not have a personal interest in the election opposing the election (excluding a personal interest that did not result from the
shareholder’s relationship with the controlling shareholder) did not exceed 2% of our aggregate voting rights. Generally, external
directors may serve for up to three terms of three years each, and as a company whose shares are traded on the NYSE, our Audit and Accounting
Committee and Board of Directors may nominate external directors for additional three-year terms under certain circumstances for election
by the shareholders by the same majority required for election of an external director as described above. Even if an external director
is not nominated by our Board of Directors for reelection for a second or third term, an external director may be nominated for reelection
for up to two additional three year terms, by (i) one or more shareholders holding at least 1% of our voting rights (provided the external
director is not an "affiliated or competing shareholder", or a relative of such a shareholder, at the time of the appointment, and is
not "affiliated" with such a shareholder at the time of the appointment or within the two years preceding the date of appointment, as
such terms are defined in the Companies Law). In such circumstances, the reelection of the external director requires the approval of
our shareholders by a majority of the votes cast by non‑controlling shareholders and shareholders who do not have a personal interest
in the election (excluding a personal interest that did not result from the shareholder’s relationship with the controlling shareholder
and excluding abstentions) and the votes cast by such shareholders approving the reelection must exceed 2% of our aggregate voting rights;
and (ii) the external director him or herself, in which case the election by the shareholders is by the same majority required for the
initial election of an external director, as described above. The term of office of an external director may be terminated prior to expiration
only by a shareholder vote, by the same threshold required for election, or by a court, but in each case only if the external director
ceases to meet the statutory qualifications for election or if the external director breaches his duty of trust to us.
Under
the Companies Law, each committee of the Board of Directors that exercises power of the Board of Directors must include at least one external
director and all external directors must be members of the Company’s Audit Committee and Compensation Committee.
As
of the date of this Annual Report, we have two external directors: Dr. Miriam Haran, whose second three-year term commenced on July 17,
2024, and Ms. Dafna Gruber, whose second three-year term commenced on January 27, 2025.
ICL
Group Limited 242
Financial
Experts
Our
Board of Directors has resolved that at least three of its members must have financial and accounting expertise, as such term is defined
in regulations promulgated under the Companies Law. Our Board of Directors has further determined, based on qualification statements delivered
to the Company, that ten out of our twelve serving directors meet such financial and accounting expertise requirements. For further details,
see “Item 6 - Directors, Senior Management and Employees — A. Directors and Officers.”
In
addition, our Board of Directors has determined that all members of our Audit and Accounting Committee are financially literate for purposes
of meeting the NYSE rules and are qualified to serve as “audit committee financial experts” as defined by SEC rules.
Alternate
Directors
Our
Articles of Association, consistent with Israeli law, provide that any director may appoint another person who is not a director or serving
as an alternate director (or, in the case of an alternate director for a member of a committee of the Board of Directors, another director,
provided the alternate director does not serve as a member of such committee) to serve as his/her alternate director, subject to the approval
of the Board of Directors. A person who is not qualified to be appointed as an independent director, pursuant to the Companies Law, may
not be appointed as an alternate director of an independent director qualified as such under the Companies Law. The term of an alternate
director can be terminated at any time by the appointing director or the Board of Directors and automatically terminates upon the termination
of the term of the appointing director. An alternate director has the same rights and responsibilities as a director, except for the right
to appoint an alternate director. No alternate director was appointed during the reported period.
Our
Board Committees
Our
Board of Directors has established the following committees, which operate in accordance with written charters or procedures that set
forth, among other things, such committee’s structure, manner of operations, qualification and membership requirements, responsibilities
and authorities.
ICL
Group Limited 243
Audit
and Accounting Committee (Statutory Committee)
Members
Dafna
Gruber (Chair)
Dr.
Miriam Haran
Lior
Reitblatt
Gadi
Lesin
Under
the Companies Law, the Audit Committee must consist of at least three directors who meet certain independence criteria and must include
all of the Company’s external directors. The Chair of the Audit Committee is required to be an external director.
In
addition to meeting the requirements of Israeli law, our Audit and Accounting Committee also complies with the requirements applicable
to US companies that are listed on the NYSE and with SEC rules. All members of our Audit and Accounting Committee are also independent
directors, as such term is defined in SEC rules and the NYSE listing requirements. Our Board of Directors has determined that all the
members of the Audit and Accounting Committee are financially literate as provided in the NYSE rules.
Main
Responsibilities
| • |
Identifying and addressing flaws in the business management of
the Company. |
| • |
Review and approve interested party transactions; determine criteria
for classification and approval of interested party transactions. |
| • |
Establishing whistleblower procedures. |
| • |
Overseeing the Company’s internal audit system and the performance
of its internal auditor. |
| • |
Appointment, compensation, oversight and scope of work assessment
of the Company’s independent accounting firm. |
| • |
Monitoring ICL’s financial statements and the effectiveness
of its internal controls. |
| • |
Ensure the Company’s compliance with legal and regulatory
requirements and adherence to corporate governance best practices. |
| • |
Overseeing ICL’s risk management, including monitoring the
activities to manage and mitigate the identified risks. |
ICL
Group Limited 244
Human
Resources & Compensation Committee (Statutory Committee)
Members
Dr.
Miriam Haran (Chair)
Dafna
Gruber
Lior
Reitblatt
Under
the Companies Law, the Compensation Committee must consist of at least three directors who meet certain independence criteria and include
all of the Company’s external directors, who are required to constitute a majority of its members. The Chair of the Compensation
Committee must be an external director. The members of the Compensation Committee are remunerated for their service in accordance with
the Compensation Regulations governing the compensation of external directors.
All
members of our HR & Compensation Committee are also independent directors as such term is defined in the NYSE listing requirements
and SEC rules.
Main
Responsibilities
| • |
Recommending to the Board of Directors a policy governing the
compensation of officers and directors based on specific criteria. |
| • |
Recommending to the Board of Directors, from time to time, updates
to such compensation policy. |
| • |
Reviewing the implementation of such compensation policy.
|
| • |
Deciding whether to approve transactions with respect to terms
of office and employment of officers and directors (which require approval by the compensation committee under the Companies Law).
|
| • |
Approving, under certain circumstances, an exemption from shareholder
approval of the compensation terms of a candidate for chief executive officer (who meets certain non-affiliation criteria, in accordance
with the provisions of the Companies Law). |
| • |
Overseeing the Company’s bonus and equity plans. |
| • |
Overseeing evaluation of top management and employees. |
| • |
Overseeing succession planning. |
ICL
Group Limited 245
Climate,
Sustainability & Community Relations Committee
Members
Dr.
Miriam Haran (Chair, Environmental Expert)
Sagi
Kabla
Gadi
Lesin
Shalom
Shlomo
Our
Climate, Sustainability and Community Relations Committee is not a statutory committee and is not authorized to exercise any power of
our Board of Directors and has advisory authority only.
Main
Responsibilities
| • |
Overseeing ICL’s climate, sustainability, safety, environment
and water management related risks and opportunities, targets, policies and programs. |
| • |
Overseeing ICL’s community outreach programs, public relations
and advocacy. |
| • |
Overseeing diversity and inclusion aspects in the Company.
|
Financing
Committee
Members
Sagi
Kabla (Chair)
Aviad
Kaufman
Avisar
Paz
Dafna
Gruber
Our
Financing Committee is not a statutory committee and is not authorized to exercise any power of our Board of Directors and has advisory
authority only.
Main
Responsibilities
| • |
Overseeing ICL’s financing and equity management and operations,
including loans, equity offerings, hedging, debt and other financing vehicles. |
ICL
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Board
and Committees attendance in 2024
|
Organ Name |
Number of Meetings in
Reported Year |
Average Attendance |
|
Board of Directors |
19 |
97% |
|
Audit & Accounting Committee |
10 |
100% |
|
Human Resources & Compensation Committee |
6 |
100% |
|
Climate, Sustainability & Community Relations Committee
|
5 |
100% |
|
Financing Committee |
2 |
100% |
Internal
Auditor
Under
the Companies Law, the Board of Directors of a public company is required to appoint an internal auditor pursuant to the recommendation
of the Audit Committee. The role of the internal auditor is to examine, among other things, whether the Company’s actions comply
with applicable law, Company procedures and proper business procedures. Under the Companies Law, the internal auditor may not be an interested
party (as defined in the Companies Law), a director or an officer of the Company, or a relative of any of the foregoing, nor may the internal
auditor be the Company’s independent auditor or a representative thereof.
As
of the date of this Annual Report, our internal auditor is Mr. Amir Meshulam, a certified public accountant in Israel. Mr. Meshulam holds
an LLB degree from the College of Management and is a member of the Israel Bar. Mr. Meshulam’s education, skills and experience
were among the Board of Directors’ considerations in approving the appointment. Mr. Meshulam has served in this position since August
2018. Mr. Meshulam is a Company employee, and reports to the Executive Chairman of the Board of Directors.
Our
internal auditor oversees the work of various internal auditors acting on his behalf throughout the organization.
Our
internal auditor acts in accordance with the defined Internal Audit Charter and is obligated to comply with internal auditors' standards.
Mr. Meshulam holds periodic meetings with the Audit Committee, without management present, as often as deemed necessary, and at least
once a year. In addition, the Internal Auditor holds monthly meetings with our Executive Chairman of the Board and with the Chairman of
the Audit Committee.
The
internal audit's annual and multi-year work plans are risk-based plans. They have been designed based on a global risk assessment, and
were examined against industry standards and benchmarks. The audits of all the operational sites are performed every 3 years, including
examination of various risk areas, such as ethics and compliance, environmental, operational, safety and procedures. The plans are reviewed
and approved by the Audit Committee and the Board of Directors. In addition, a high-level risk assessment is carried out annually and
the audit plan is reassessed and approved.
ICL
Group Limited 247
Insurance
and indemnification
The
Articles of Association of the Company and its Israeli subsidiaries include provisions that permit exemption, indemnification and insurance
of the liability of officers and directors, all in accordance with the provisions of the Companies Law.
The
Company, with the approval of HR & Compensation Committee, the Board of Directors and the shareholders, granted its officers and directors
a letter of exemption and indemnification, and also maintains an insurance policy covering directors' and officers' liability, which is
renewed annually. The directors' and officers' liability insurance and the exemption and indemnity undertaking do not apply to those cases
specified in Section 263 of the Companies Law. The exemption is from liability for damages caused and/or that will be caused, by those
officers and directors as a result of a breach of the duty of care to the Company. Regarding directors who are office holders of Israel
Corp., who may serve from time to time, in January 2021, the shareholders approved to extend the period for exemption and indemnification
entered into with such office holders, for an additional nine years, commencing November 30, 2020, provided that the exemption shall not
apply to liabilities arising in connection with a transaction or resolution in which a controlling shareholder or an office holder, including
an office holder who is other than the office holder party to the agreement, has a personal interest (within the meaning of the Companies
Law). The amount of the indemnification payable by the Company under the letters of indemnification, in addition to amounts received from
an insurance company, if any, for all of the officers and directors on an aggregate basis, for one or more of the events detailed therein,
is limited to $300 million.
D&O
Framework Transaction
The
Company’s directors’ and officers’ liability insurance policies include a two-tier coverage for directors’ and
officers’ liability, comprising of a joint primary tier with Israel Corp. and a separate tier covering the Company alone. Our directors
and officers are beneficiaries of both tiers.
The
Company’s directors’ and officers’ liability insurance policy for 2024 was approved by the Company's authorized organs
in February 2024, in accordance with the Israeli Companies Regulations (Relief in Transactions with Interested Parties), 5760-2000 (the
“Relief Regulations”) and the Company’s Compensation Policy for Office Holders (the “Compensation Policy”)
and was in effect until March 2025. The 2024 directors’ and officers’ liability insurance policy included a liability limit
of $200 million (comprised of a limit of $40 million joint tier with Israel Corp. and additional Side A coverage (directors and officers
only) of $160 million for the Company only).
In
February 2025, the Company's directors’ and officers’ liability insurance policy for 2025 was approved by the Company's authorized
organs, in accordance with the Relief Regulations and the Compensation Policy, effective as of March 2025. The 2025 directors’ and
officers’ liability insurance policy continues to include a liability limit of $200 million for both tiers (comprised of a limit
of $40 million joint with Israel Corp. and additional Side A coverage (directors and officers only) of $160 million for the Company only).
Other
Information
We
have not engaged in any arrangements with directors providing for benefits upon termination of employment, with the following exception:
In the event of termination of Mr. Yoav Doppelt's term of office as Executive Chairman of the Board, he will be entitled to a six-month
adjustment period and six-month advance notice period, during both of which he will continue to be entitled to all of his compensation
terms, including STI payouts and continued vesting of his existing LTI plans.
ICL
Group Limited 248
D. Human Capital
Human
Capital
At
ICL, we acknowledge that our people are fundamental to our success. We strive to create an inclusive, global company culture in which
we attract, develop, and retain high performing, engaged, and diverse talent to deliver on our business strategy.
We
strive to unite our employees towards the common goal of creating impactful solutions for humanity’s greatest sustainability challenges.
We are committed to making a positive impact in the worlds of food, agriculture, and industrial products, and advancing humanity for a
sustainable future. We do so in alignment with our three core values: Ingenuity, Care, and Leadership.
Breakdown
of Employees by Segments
|
2024 |
2023 |
2022 |
|
Phosphate Solutions |
3,765
|
3,970 |
3,961 |
|
Growing Solutions |
3,612
|
3,630 |
3,792 |
|
Potash |
2,063
|
2,092 |
2,120 |
|
Industrial Products |
1,605
|
1,615 |
1,624 |
|
Global functions and headquarters |
1,304 |
1,243 |
1,236 |
|
Sub Total |
12,349 |
12,550 |
12,733 |
|
Temporary employees |
718 |
800 |
886 |
|
Total employees |
13,067 |
13,350 |
13,619 |
*Based
on the managerial structure of the company.
Geographic
Breakdown of Employees
|
2024 |
2023 |
2022 |
|
Israel |
4,507
|
4,548 |
4,534 |
|
China |
1,938
|
1,984 |
1,999 |
|
Brazil |
1,580
|
1,637 |
1,711 |
|
Spain |
879
|
918 |
940 |
|
USA |
853
|
820 |
830 |
|
UK |
693
|
705 |
715 |
|
Germany |
686
|
704 |
717 |
|
Netherlands |
557
|
580 |
612 |
|
France |
124
|
126 |
127 |
|
All other |
532 |
528 |
548 |
|
Sub Total |
12,349 |
12,550 |
12,733 |
|
Temporary employees |
718 |
800 |
886 |
|
Total employees |
13,067 |
13,350 |
13,619 |
As
of December 31, 2024, the Company’s workforce was comprised of 13,067 employees compared to 13,350 employees as of December 31,
2023, a decrease of 283 employees, due to organizational efficiency plans that adapt resources and costs to business requirements.
As
a result of these adjustments, recruitment slowed down along with the rate of growth, which resulted in a moderate decrease in the number
of employees in several regions around the world.
ICL
Group Limited 249
Employer
of Choice
At
ICL, we believe that engaged and effective employees are key to our success. We strive to continue to be an Employer of Choice (EoC) and
a favorable place to work in every region in which we operate. Towards this goal, we conduct an annual survey to assess our strengths
and areas of opportunity, we measure our progress, and define concrete action plans to strengthen our position as an EoC. The surveys
consistently show that our employees are proud to work at ICL, are engaged and motivated, and would recommend ICL as a good place to work.
Our overall average engagement and enablement scores are above high performing as well as manufacturing and hi-tech norms. In 2024, ICL
continued to receive global and local acknowledgement as a great place to work.
Talent
Management
We
believe in empowering employees to grow and develop. Our approach to career development is personalized – it includes ongoing dialogue
regarding performance, understanding career aspirations, access to an advanced digital learning experience platform, an internal portal
to explore job opportunities, and more. With a skills-based approach to development, employees are empowered to build a well-rounded skill
set that will contribute to their overall professional growth and success, not just for a specific role. We encourage employees to further
develop themselves and achieve their career aspirations, which, in turn, drives our overall success.
Leadership
In
an era defined by disruption and rapid change, effective leadership has become crucial. We have embarked on a leadership development journey
with the goal of creating a culture of leadership for all.
In
2024, we continued to invest in the leadership development of one of the most critical layers of the organization – middle management
– through our Rise program's follow up activities. The purpose of this program is to enhance the leadership capabilities and mindset
of middle managers through a global development experience aligned with ICL’s leadership model.
Learning
We
believe in encouraging and enabling continuous, lifelong learning, and empowering individuals through self-directed, personalized learning.
ICL
offers a wide range of learning programs both online and in-person, to meet the diverse needs of our employees. ICL has implemented Degreed,
a digital learning experience platform, that is called internally WeGrow@ICL. The digital platform includes open source, curated learning
content that is powered by artificial intelligence and aims to support continuous learning and skill development.
ICL
encourages employees to leverage WeGrow@ICL to be curious, discover, and share learnings. We have various professional academies such
as Agronomy, Innovation, Operational Excellence, Sales, Human and Organizational Performance (HOP) and more. In addition, the skills profile
feature provides real-time insights about our workforce including role-based skills, personal skills, and company-wide skills.
ICL
Group Limited 250
Winning
At
ICL, we strive to be the best in everything that we do. As part of ICL’s annual theme, 2024 was declared as the “Year of Winning”,
with the goal of leveraging our unique resources, innovative approach, and our exceptional human capital, to take ICL to the next level.
Throughout the year, we carried out a wide variety of initiatives – campaigns, contests, lectures – with the goal of informing
and engaging our employees in the process of making ICL the best it can be.
Employee
Experience & Wellbeing
In
today's business environment, characterized by accelerating turbulence and disruption, employee experience and wellbeing have become more
important than ever. Our goal is to create a positive, meaningful, healthy, and productive environment for employees throughout their
tenure with the organization.
In
2024, we continued to strengthen our Employee Experience Center of Excellence to enable us to design positive experiences at pivotal,
key moments that matter to employees. The results of our Employer of Choice survey provide us with valuable information regarding employee
engagement and enablement that help us improve the overall employee experience. In addition, we are evaluating the integration of Artificial
Intelligence technologies (AI) into our people practices simplifying processes, automate workflows, innovate, and improve the overall
employee experience.
During
this year, we extended our efforts to enhance employee wellbeing through our BeWell@ICL initiative. This included diversifying our offerings
as well as expanding to additional countries, focusing on the European region. Our offering included sport activities and workshops in
various topics, including healthy lifestyle, nutrition, mindfulness, improved work environment and more.
Promoting
Diversity, Inclusion & Belonging (DIB)
At
ICL, Diversity means understanding, accepting, and valuing differences between people, including
those of different races, nationalities, religions, gender, ages, disabilities, sexual orientations, and ethnicities, and those with differences
in education, personalities, life experiences and knowledge base. Inclusion means welcoming and
embracing colleagues who look, act, and think differently. It means a collaborative, supportive and respectful environment that increases
the participation and contribution of all employees. Inclusion is ICL’s attempt to welcome and acknowledge what makes each of its
employees unique. We view Belonging as a human need. At ICL, we understand that we are compelled
to belong and that we are compelled to belong in our own unique way.
With
All our Differences, Becoming Stronger Together
As
part of our Employer of Choice journey, we conducted a global survey to measure employee engagement and enablement, and we have committed
to becoming a more inclusive and attentive organization.
One
of the key milestones in this important journey is committing to ICL’s Diversity and Inclusion (D&I) policy, first formulated
in 2020, that will strengthen ICL’s direction and provide a measurement in this area.
As
an integral part of ICL’s journey toward becoming an Employer of Choice, the Company is deeply committed to fostering a more diverse,
inclusive, and attentive organizational culture. In pursuit of this goal, a Global ICL Diversity, Inclusion, and Belonging (DIB) Officer
was appointed in 2020. This role carries the responsibility of fortifying the Company's foundation by cultivating a DIB culture and enhancing
ICL’s DIB measures.
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Group Limited 251
The
Diversity, Inclusion and Belonging at ICL consists of 5 pillars strategy:
Pillar
1: Take a Stand
Executives
play a critical role in supporting DIB in the workplace, making this pillar a fundamental part of our strategy. Senior
leadership is responsible for setting the tone and direction of Company culture, policies, and practices, and can make or break the success
of DIB at an organizational level. ICL’s senior leadership are excited about and supportive of our DIB initiatives and demonstrate
their contribution and personal commitment. With our executives leading by example, they send the message that DIB work is valued, critical,
and essential for our success.
Pillar
2: Hold up a Mirror
Without
transparency commitment is nothing more than words. When an organization publicly reports its diversity and inclusion metrics, it becomes
more accountable to its employees, customers, and other stakeholders. This transparency can encourage an organization to take concrete
actions to improve its DIB efforts. Data-driven decision-making is essential for effective DIB strategies. By having accurate statistics,
ICL can make informed decisions about where to allocate resources, which programs to implement, and how to address specific challenges
faced by underrepresented groups.
| • |
Bloomberg’s Gender-Equality Index |
Since
2019, ICL has been steadfast in its commitment to gender equality, actively participating in Bloomberg’s Gender Reporting Framework
(“GEI framework”). This global standard assesses our progress in achieving equal gender representation across organizational
levels, commitment to gender equality goals, and the implementation of policies to alleviate familial stresses' impact on the workplace
The framework also evaluates our efforts in making a positive impact on women beyond the employee base. Emphasizing transparency, we showcase
the requested data openly, demonstrating our dedication to accountability and improvement. This commitment reflects our ongoing endeavor
to create a workplace where gender equality is not just an aspiration but a tangible reality.
As
of 2024, ICL is a scored entity on Bloomberg, granting us access to ESG (Environmental, Social, and Governance) Scores via the Bloomberg
Portal. These scores allow us to benchmark our performance against peers, review detailed scoring methodologies, and better understand
our positioning within the industry.
ICL
Group Limited 252
Through
the portal, scored entities can also review and, if necessary, update publicly reported ESG input data points that form the foundation
of their Bloomberg-assigned scores.
ICL’s
performance highlights (calculated as of December 2024) include:
| • |
Overall ESG Score: 5.53, with a percentile ranking of 93.8.
|
| • |
Environmental Score: 5.22, with a percentile ranking of 91.2.
|
| • |
Social Score: 4.01, with a percentile ranking of 76.4. |
| • |
Governance Score: 7.83, with a percentile ranking of 97.8.
|
Notably,
percentile rankings (on a scale of 0 to 100, where 100 is the highest) are available for Overall, Theme, Pillar, and Issue Scores. These
percentiles, computed for each BECS Level 3, enable meaningful comparisons across companies, even when they belong to different peer groups.
| • |
United Nations Global Compact |
In
line with the multi-year strategy of the UN Global Compact, ICL actively champions business awareness and action, aligning with the Sustainable
Development Goals (SDG`s) by 2030. The SDG`s provide a powerful aspiration for global improvement – illustrating the direction we
collectively aim to move towards, and the steps needed to reach our goals. As of 2021, ICL proudly holds the status of an official
business participant of the UN Global Compact and is publicly committed to supporting its principles.
ICL's
dedication extends beyond rhetoric; we are committed to actively practicing responsible business methods. By combining these principles
with collaboration and innovation, ICL is determined to be a catalyst for impactful change in markets and societies. This commitment solidifies
the understanding that at ICL principles and profit coexist harmoniously, contributing to a sustainable and inclusive future for all.
| • |
Women’s Empowerment Principles (WEP) |
The
Women’s Empowerment Principles (WEPs) are a set of principles offering guidance to business on how to promote gender equality and
female empowerment in the workplace, marketplace and community. Established by UN Global Compact and UN Women, the WEPs are informed by
international labor and human rights standards and grounded in the recognition that businesses have a stake in, and responsibility for,
gender equality and female empowerment.
ICL’s
CEO and President signed the WEP in 2021. By joining the WEPs community, the CEO signals a commitment to this agenda at the highest levels
of the Company and to work collaboratively in multi-stakeholder networks to foster business practices that empower females. These include
equal pay for work of equal value, gender-responsive supply chain practices and zero tolerance against sexual harassment in the workplace.
ICL
Group Limited 253
Furthermore,
ICL has committed to:
| • |
33% females in senior leadership (T100) by the end of 2030 (in
2024, the percentage was 27% versus 25% in 2023). |
| • |
45% females on ICL’s Board of Directors by 2028 (in 2024,
the percentage was 33,33% versus 36% in 2023). |
In
accordance with ICL’s ESG strategy and to reflect our commitment, ESG performance targets, including diversity and gender equality
improvement, have been integrated into the incentive plan for all executive officers. The enhancement of diversity and gender equality
is also incorporated into ICL’s senior management compensation policy, aligning with the Company's commitment to fostering an inclusive
workplace.
As
part of a $250 million Sustainability-Linked Loan (SLL) obtained in 2021, ICL included a target of women representing 25% of senior management
by 2024. Subsequently, a $1.55B Sustainability-Linked Revolving Credit Facility (Sustainability-Linked RCF) in 2023 reinforced these goals,
emphasizing female representation in ICL senior management through aligned KPIs.
ICL
Group Limited 254
See
below females in senior leadership (T100)
Pillar
3: Understanding by Learning
Learning
about diversity and inclusion helps individuals develop a deeper awareness and understanding of the various dimensions of diversity, including
race, gender, ethnicity, sexual orientation, age, abilities, and more. This knowledge fosters empathy and reduces unconscious biases.
Furthermore, learning about Diversity and Inclusion is essential for promoting an inclusive culture, mitigating biases, enhancing communication
and collaboration, complying with legal standards, fostering innovation, understanding diverse markets, and developing effective leaders
in an increasingly diverse and interconnected world.
Pillar
4: Support from Within
Employee
Resource Groups (ERGs) are important components of a comprehensive Diversity and Inclusion strategy. They create a sense of community,
provide visibility and support for underrepresented groups, offer professional development opportunities, and contribute to a more inclusive
and vibrant organizational culture.
Through
the RFGs we build a sense of community and belonging for employees by connecting people socially and professionally and encouraging interaction
between employees. Their voice is strong, and the ERGs can address issues within the Company that improve the engagement and sense of
belonging of many.
Pillar
5: Focus on celebrating our global and local differences
Recognizing
and appreciating the contributions of individuals and teams towards the organization's Diversity, Inclusion, and Belonging (DIB) goals.
This fosters a sense of value and pride, enhancing employee motivation and morale. By providing positive reinforcement, it underscores
the organization's commitment to valuing diversity and creating an inclusive workplace.
ICL
Group Limited 255
E. SHARE OWNERSHIP
Share-based
payments to employees
For
information regarding the share-based payments to the Company's employees in the form of non-marketable options and restricted shares
of the Company, and for information regarding under the amended 2014 Equity Compensation Plan and the grants in prior years made under
the said Plan, see Note 19 to our Audited Financial Statements.
For
information with respect to share ownership of members of our Management and Supervisory Boards and our senior management see “Item
7 - Major Shareholders and Related (and Interested) Party Transactions”.
Item 7 –
MAJOR SHAREHOLDERS AND RELATED (AND INTERESTED) PARTY TRANSACTIONS
A. MAJOR SHAREHOLDERS
The
following table presents, as of March 6 2025 (unless otherwise noted below), the beneficial ownership of our ordinary shares by each person
who is known by us to be the beneficial owner of 5% or more of our outstanding ordinary shares and each of our directors and executive
officers. The data presented is based on information provided to us by the holders or disclosed in public regulatory filings.
The
number of ordinary shares beneficially owned by each entity, person, executive officer or director is determined in accordance with the
rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial
ownership includes any shares over which the individual has sole or shared voting power or investment power as well as any shares that
the individual has the right to acquire within 60 days through the exercise of any option, warrant or other right. Except as otherwise
indicated, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with
respect to all common shares held by that person.
Unless
otherwise indicated below, the address for each beneficial owner is c/o ICL Group Ltd., Millennium Tower, 23 Aranha Street, P.O. Box 20245
Tel Aviv, 6120201, Israel.
ICL
Group Limited 256
|
Shareholders |
Ordinary Shares Beneficially Owned(1) |
Special State
Share | ||
|
Number |
% |
Number |
% | |
|
Israel Corporation Ltd. (2) |
567,018,587 |
43. 95%** |
- |
- |
|
State of Israel (3) |
- |
- |
1 |
100% |
|
The Phoenix Holdings Ltd. (4) |
99,513,244 |
7.71% |
- |
- |
|
Migdal Insurance & Financial Holdings Ltd. (5)
|
78,641,356 |
6.10% |
- |
- |
|
Harel Insurance Investments & Financial Services Ltd.
(6) |
70,590,979 |
5.47% |
- |
- |
|
Altshuler Shaham Ltd. (7) |
64,691,143 |
5.01% |
- |
- |
|
Yoav Doppelt (8) |
1,070,481 |
* |
- |
- |
|
Avisar Paz (9) |
25,389 |
* |
- |
- |
|
Aviad Kaufman |
- |
* |
- |
- |
|
Sagi Kabla |
- |
* |
- |
- |
|
Lior Reitblatt (10) |
62,092 |
* |
- |
- |
|
Reem Aminoach (11) |
62,092 |
* |
- |
- |
|
Tzipi Ozer Armon (12) |
24,331 |
* |
- |
- |
|
Gadi Lesin |
- |
* |
- |
- |
|
Miriam Haran (13) |
53,289 |
* |
- |
- |
|
Dafna Gruber |
- |
* |
- |
- |
|
Michal Silverberg |
- |
* |
- |
- |
|
Shalom Shlomo |
- |
* |
- |
- |
|
Raviv Zoller (14) |
1,941,383 |
* |
- |
- |
|
Aviram Lahav (15) |
1,181,538 |
* |
- |
- |
|
Lilach Geva Harel (16) |
977,212 |
* |
- |
- |
|
Ilana Fahima (17) |
977,212 |
* |
- |
- |
|
Anantha Desikan (18) |
858,793 |
* |
- |
- |
|
Noam Goldstein (19) |
671,628 |
* |
- |
- |
|
Amir Meshulam (20) |
298,406 |
* |
- |
- |
|
Miri Mishor (21) |
671,628 |
* |
- |
- |
|
Elad Aharonson (22) |
1,417,216 |
* |
- |
- |
|
Meir Mergi (23) |
888,375 |
* |
- |
- |
|
Yaniv Kabalek (24) |
441,883 |
* |
- |
- |
|
Philip Brown (25) |
999,967 |
* |
- |
- |
|
Uri Perelman (26) |
379,997 |
* |
- |
- |
|
Maya Grinfeld |
- |
* |
- |
- |
*
Less than 1%
**
For further information, please see section (2) below.
ICL
Group Limited 257
| (1) |
The percentages shown are based on 1,290,442,231 ordinary shares
issued and outstanding as of March 6, 2025 (after excluding shares held by us or our subsidiaries). In accordance with SEC rules, beneficial
ownership includes voting or investment power with respect to securities and includes the shares issuable pursuant to options that are
exercisable within 60 days of March 6, 2025. Shares issuable pursuant to options are deemed outstanding for computing the percentage
of the person holding such options but are not considered outstanding for computing the percentage of any other person. |
| (2) |
Israel Corp. is a public company listed for trading on the Tel
Aviv Stock Exchange (TASE). Based on the information provided by Israel Corp., Millenium Investments Elad Ltd. (“Millenium”)
and Mr. Idan Ofer are considered as controlling shareholders jointly of Israel Corp., for purposes of the Israeli Securities Law (each
of Millenium and Mr. Idan Ofer hold shares in Israel Corp. directly, and Mr. Idan Ofer serves as a director of Millenium and has an indirect
interest in it as the beneficiary of the discretionary trust that has indirect control of Millenium, as stated below). As of December
31, 2024, Millenium holds approximately 38.29% of the issued share capital (and 38.66% of the voting rights) in Israel Corp., which holds
as of December 31, 2024, approximately 43.95% of the voting rights and approximately 43.13% of the issued share capital, of the Company.
|
To
the best of Israel Corp.’s knowledge, Millenium is wholly held by Mashat (Investments) Ltd. (“Mashat”). Mashat is wholly
owned by Ansonia Holdings Singapore B.V. (“Ansonia”) which is incorporated in the Netherlands. Ansonia is a wholly owned subsidiary
of Jelany Corporation N.V. (registered in Curaçao), which is wholly owned subsidiary of the Liberian company, Court Investments Ltd.
(“Court”). Court is wholly owned by a discretionary trust, in which Mr. Idan Ofer is the beneficiary. In addition, as of December
31, 2024, Lynav Holdings Ltd. ("Lynav"), which is a company controlled by a discretionary trust in which Mr. Idan Ofer is the beneficiary,
holds directly approximately 9.39% of the issued share capital (and 9.48% of the voting rights) of Israel Corp.. Furthermore, as of December
31, 2024, Mr. Idan Ofer holds directly approximately 0.05% of the issued share capital of Israel Corp (and approximately 0.05% of the
voting rights).
Even
though Israel Corp. holds less than 50% of the Company’s ordinary shares, it still has decisive influence at the general meetings
of the Company’s shareholders and, effectively, it has the power to appoint directors (other than the external directors) and to
exert significant influence with respect to the composition of the Company’s Board of Directors
As
of December 31, 2024, approximately 73 million ordinary shares have been pledged by Israel Corp. to secure certain liabilities, almost
entirely comprised of margin loans with an aggregate outstanding principal amount of $150 million.
| (3) |
For a description of the different voting rights held by the holder
of the Special State Share, see “Item 10 - Additional Information— B. Memorandum, Articles of Association and Special State
Share — The Special State Share.” |
| (4) |
Based solely upon and qualified in its entirety with reference
to a Schedule 13G/A filed by The Phoenix Holdings Ltd. (“Phoenix”), with the SEC on November 14, 2024. According to the Schedule
13G/A, the 99,513,244 Ordinary Shares reported therein are beneficially owned by various direct or indirect, majority or wholly-owned
subsidiaries of Phoenix (the “Phoenix Subsidiaries”). The Phoenix Subsidiaries manage their own funds and/or the funds
of others, including for holders of exchange-traded notes or various insurance policies, members of pension or provident funds, unit holders
of mutual funds, and portfolio management clients. Each of the Phoenix Subsidiaries operates under independent management and makes
its own independent voting and investment decisions. |
ICL
Group Limited 258
| (5) |
Based solely upon and qualified in its entirety with reference
to a Schedule 13G filed by Migdal Insurance & Financial Holdings Ltd. (“Migdal”) with the SEC on February 13, 2025. According
to the Schedule 13G, of the 78,641,356 Ordinary Shares reported as beneficially owned by Migdal (i) 70,938,115 Ordinary Shares are held
for members of the public through, among others, provident funds, mutual funds, pension funds and insurance policies, which are managed
by direct and indirect subsidiaries of Migdal, each of which subsidiaries operates under independent management and makes independent
voting and investment decisions, (ii) 7,703,241 Ordinary Shares are held by companies for the management of funds for joint investments
in trusteeship, each of which operates under independent management and makes independent voting and investment decisions, and (iii) 0
are beneficially held for their own account (Nostro account). |
| (6) |
Based solely upon and qualified in its entirety with reference
to a Schedule 13G/A filed by Harel Insurance Investments & Financial Services Ltd. (“Harel”), with the SEC on January
30, 2024. According to the Schedule 13G/A, of the 70,590,979 Ordinary Shares reported as beneficially owned by Harel (i) 67,917,056 Ordinary
Shares are held for members of the public through, among others, provident funds and/or mutual funds and/or pension funds and/or index-linked
securities and/or insurance policies, which are managed by subsidiaries of Harel, each of which subsidiaries operates under independent
management and makes independent voting and investment decisions, (ii) 1,962,970 Ordinary Shares are held by third-party client accounts
managed by a subsidiary of Harel as portfolio managers, which subsidiary operates under independent management and makes independent investment
decisions and has no voting power in the securities held in such client accounts, and (iii) 710,953 Ordinary Shares are beneficially held
for its own account. |
| (7) |
Based solely upon and qualified in its entirety with reference
to a Schedule 13G filed by Altshuler Shaham Ltd. (“Altshuler”), with the SEC on January 17, 2023. According to the Schedule
13G, of the 64,691,143 Ordinary Shares reported as beneficially owned by Altshuler (i) 61,312,442 Ordinary Shares are held by provident
and pension funds managed by Altshuler Shaham Provident & Pension Funds Ltd., a majority-owned subsidiary of Altshuler, (ii) 3,378,701
Ordinary Shares are held by mutual funds managed by Altshuler Shaham Mutual Funds Management Ltd., a wholly-owned subsidiary of Altshuler;
and (iii) 263,100 Ordinary Shares are held by hedge funds managed by Altshuler Shaham Owl, Limited Partnership, an affiliate of Altshuler-Shaham.
Mr. Gilad Altshuler may be deemed to possess shared investment authority with respect to all of the foregoing Ordinary Shares due to his
indirect 44.81% interest in Altshuler-Shaham, as well as his serving in various investment management capacities for Altshuler-Shaham
and its subsidiaries and affiliates. The foregoing provident and pension funds, mutual funds and hedge funds, are managed for the benefit
of public investors and not for the economic benefit of the foregoing reporting persons. Each of the foregoing reporting persons lack
authority with respect to the voting of all of such Ordinary Shares. |
| (8) |
Includes 15,381 ordinary shares and 1,055,100 ordinary shares
subject to options that are currently exercisable or will be exercisable within 60 days of the date of the table. |
| (9) |
Includes 25,389 ordinary shares. |
| (10) |
Includes 62,092 ordinary shares. |
| (11) |
Includes 62,092 ordinary shares. |
ICL
Group Limited 259
| (12) |
Includes 24,331 ordinary shares. |
| (13) |
Includes 53,289 ordinary shares. |
| (14) |
Includes 1,941,383 ordinary shares subject to options that are
currently exercisable or will be exercisable within 60 days of the date of the table. |
| (15) |
Includes 1,181,538 ordinary shares subject to options that are
currently exercisable or will be exercisable within 60 days of the date of the table. |
| (16) |
Includes 977,212 ordinary shares subject to options that are currently
exercisable or will be exercisable within 60 days of the date of the table. |
| (17) |
Includes 977,212 ordinary shares subject to options that are currently
exercisable or will be exercisable within 60 days of the date of the table. |
| (18) |
Includes 858,793 ordinary shares subject to options that are currently
exercisable or will be exercisable within 60 days of the date of the table. |
| (19) |
Includes 671,628 ordinary shares subject to options that are currently
exercisable or will be exercisable within 60 days of the date of the table. |
| (20) |
Includes 298,406 ordinary shares subject to options that are currently
exercisable or will be exercisable within 60 days of the date of the table. |
| (21) |
Includes 671,628 ordinary shares subject to options that are currently
exercisable or will be exercisable within 60 days of the date of the table. |
| (22) |
Includes 1,417,216 ordinary shares subject to options that are
currently exercisable or will be exercisable within 60 days of the date of the table. |
| (23) |
Includes 888,375 ordinary shares subject to options that are currently
exercisable or will be exercisable within 60 days of the date of the table. |
| (24) |
Includes 441,883 ordinary shares subject to options that are currently
exercisable or will be exercisable within 60 days of the date of the table. |
| (25) |
Includes 999,967 ordinary shares subject to options that are currently
exercisable or will be exercisable within 60 days of the date of the table. |
| (26) |
Includes 379,997 ordinary shares subject to options that are currently
exercisable or will be exercisable within 60 days of the date of the table. |
CoB
LTI: For information regarding the equity-based incentive grant to our Executive Chairman of the Board, Mr. Yoav Doppelt, for the
years 2022-2024 and for the years 2025-2027, in the form of options, approved by the shareholders on March 30, 2022 and on March 6, 2025,
respectively, see Note 19 to our Audited Financial Statements and “Item 6 - Directors, Senior Management and Employees— B.
Compensation”
CEO
LTI: For information regarding the equity-based incentive grant to our Chief Executive Officer, Mr. Raviv Zoller, for the years
2022-2024, in the form of options, approved by the shareholders on March 30, 2022, and for our newly appointed Chief Executive Officer,
Mr. Elad Aharonson, for the years 2025-2027, in the form of options, approved by the shareholders on March 6, 2025 see, Note 19 to our
Audited Financial Statements and “Item 6 - Directors, Senior Management and Employees— B. Compensation”.
Executive
Officers LTI: For information regarding the equity-based grants in the form of options, granted to our executive office holders
in February 2022 for the years 2022-2024 and in April 2024, for the years 2024-2026, see Note 16 and Note 19 to our Audited Financial
Statements.
ICL
Group Limited 260
B. RELATED
(AND INTERESTED) PARTY TRANSACTIONS
Approval
of Related (and Interested) Party Transactions
Approval
of Related (and Interested) Party Transactions
Under
the Companies Law, an interested party transaction may be approved only if it is for the benefit of the company. A transaction that is
not an extraordinary transaction in which a director or officer has a personal interest requires the approval of the Board of Directors,
unless the Articles of Association of the company provide otherwise. Our Articles of Association provide that such a transaction, if it
does not pertain to a director’s or officer’s compensation terms, may be approved by any of our Board of Directors, our Audit
and Accounting Committee, a disinterested director or officer or a person authorized for this purpose by our Board of Directors. If the
transaction is an extraordinary transaction, it must be approved by the Audit and Accounting Committee and the Board of Directors, and,
under certain circumstances, by the shareholders of the Company. An “extraordinary transaction” is a transaction other than
in the ordinary course of business, other than on market terms or that is likely to have a material impact on the company’s profitability,
assets or liabilities.
Pursuant
to the Companies Law, extraordinary transactions with a controlling shareholder and extraordinary transactions in which a controlling
shareholder has a personal interest, require the approval of the Audit Committee, or the Compensation Committee if such transaction is
in connection with the terms of employment or service with the company, the Board of Directors and the shareholders of the company (unless
a relief exists pursuant to the Israeli relief regulations concerning related parties transactions). The shareholder approval must be
by a simple majority of all votes cast, provided that (i) such majority includes a simple majority of the votes cast by shareholders
having no personal interest in the matter (excluding abstentions) or (ii) the total number of votes of shareholders mentioned in
clause (i) above who voted against such transaction does not exceed 2% of the total voting rights in the company, which is referred
to as the “Special Majority.”
The
Companies Law prohibits any director who has a personal interest in an extraordinary transaction from being present at the discussion
and voting on such transaction in the Audit Committee or Board of Directors. Notwithstanding, a director who has a personal interest may
be present at the meeting and vote on the matter if a majority of the members of the Audit Committee or Board of Directors (as the case
may be) have a personal interest in the approval of such transaction. If a majority of the members of the Board of Directors have a personal
interest in the transaction, such transaction also requires shareholder approval.
For
further details regarding related party transactions that were approved in the reporting period, see Note 23 our Audited Financial Statements.
ICL
Group Limited 261
Approval
of Directors and Officer Compensation
Under
the Companies Law, we are required to approve, at least once every three years, a compensation policy with respect to the terms of engagement
of our directors and officers. The compensation policy requires the approval of the board of directors, following recommendation by the
company’s compensation committee, and thereafter by the company’s shareholders. The shareholder approval must be obtained
by a simple majority of all votes cast, provided that (i) such majority includes a simple majority of the votes cast by non‑controlling
shareholders and shareholders having no personal interest in the matter (excluding abstentions) or (ii) the total number of votes
of shareholders mentioned in clause (i) above who voted against the proposal does not exceed 2% of the total voting rights in the
company, which is referred to as the “Special Majority for Compensation.” The
Company’s current Compensation Policy was approved by the shareholders (by the Special Majority for Compensation) on October 9,
2024, following the recommendation of our HR & Compensation Committee and approval by our Board of Directors, and is in effect for
a period of three years.
In
general, the compensation terms of directors, the Chief Executive Officer and any employee or service provider who is considered a controlling
shareholder or a relative of a controlling shareholder, directly or indirectly (including through a company controlled by a controlling
shareholder), must be approved separately by the HR & Compensation Committee, the Board of Directors and the shareholders (in the
case of the Chief Executive Officer by the Special Majority for Compensation, and in the case of a controlling shareholder or relative
thereof or company controlled by a controlling shareholder, by the Special Majority, unless a relief exists pursuant to the Companies
Law or Israeli relief regulations concerning related parties transactions). Generally, shareholder approval is not required for director
compensation payable in cash up to the maximum amounts set forth in the Compensation Regulations governing the compensation of external
directors. Generally, the compensation terms of officers (who are not directors) who report directly to the Chief Executive Officer require
the approval of the HR & Compensation Committee and the Board of Directors, provided that the HR & Compensation Committee may
approve an amendment to an existing arrangement of such an officer if it determines that the amendment is not material compared to the
existing terms of compensation.
For
further details regarding the compensation of ICL officers and directors, see “Item 6.B. (Compensation)“.
ICL
Group Limited 262
Related
(and Interested) Party Transactions
Controlling
Shareholder
As
of December 31, 2024, Israel Corp. holds approximately 43.13% of our outstanding ordinary shares and approximately 43.95% of the voting
rights of our shareholders.
Israel
Corp. exercises control over our operations and business strategy and has sufficient voting
power to control many matters requiring approval by our shareholders, including:
| • |
The composition of our Board of Directors (other than external
directors, as described under “Item 6 - Directors, Senior Management and Employees— C. Board Practices— External Directors”);
|
| • |
Mergers or other business combinations; |
| • |
Certain future issuances of ordinary shares or other securities;
and |
| • |
Amendments to our Articles of Association, excluding provisions
of the Articles of Association that were determined by the Special State Share. |
However,
Israel Corp. does not exercise control with respect to (i) our compensation policy, since it requires shareholder approval by the Special
Majority for Compensation (as described in ”Item 7 - Major Shareholders and Related (and Interested) Party Transactions –
B. Related (and Interested) Party Transactions – Approval of Directors and Officer Compensation”); and (ii) extraordinary
transactions with a controlling shareholder or in which a controlling shareholder has a personal interest (including a private placement
in which a controlling shareholder has a personal interest), and the terms of engagement with a controlling shareholder or a relative
thereof, directly or indirectly (including through a corporation controlled by a controlling shareholder), for the provision of services
to the company and terms of employment or service of a controlling shareholder as an office holder or employment as other than an office
holder, since these must be approved by the Special Majority (as described in ”Item 7 - Major Shareholders and Related (and Interested)
Party Transactions – B. Related (and Interested) Party Transactions – Approval of Related (and Interested) Party Transactions”).
Joint Insurance
For
information regarding the Company's engagement in a directors’ and officers’ liability insurance policy, including with respect
to the joint primary tier with Israel Corp., see "Item 6 – Directors, Senior Management and Employees – C. Board Practices
– Insurance and Indemnification".
Management
Fees to Controlling Shareholder
As
of July 2022, we do not pay management fees to our parent company, Israel Corp., and had terminated the management fees agreement that
had existed between the parties. Instead, we pay director cash compensation to our directors who are officers of Israel Corp. (other than
Mr. Yoav Doppelt), namely Mr. Aviad Kaufman and Mr. Sagi Kabla, and have entered into a separate compensation arrangement with our executive
chairman of the board, Mr. Yoav Doppelt. For further details see “Item 6 - Directors, Senior Management and Employees —B.
– Compensation”.
ICL
Group Limited 263
Relationships
with Other Companies
Gas
Purchase Agreement: For details regarding the gas purchase agreement with Energean PLC, see Note 18 to our Audited Financial Statements
and “Item 3 - Key Information— D. Risk Factors". The negotiations in connection with the Energean Gas Purchase Agreement were
conducted by ICL, jointly with two other Israeli companies affiliated, at that time, with our controlling shareholder Israel Corp.: Oil
Refineries Ltd. (“ORL”), an Israeli company public traded on the TASE and controlled by Israel Corp., and OPC Energy Ltd.,
The negotiations led to separate final agreements between Energean and each company. Due to the joint negotiations, the Energean Gas Purchase
Agreement was approved by our shareholders on February 22, 2018, as an "extraordinary transaction" (as such term is defined in the Israeli
Companies Law), in which our controlling shareholder had a personal interest, by the Special Majority, in accordance with the Israeli
Companies Law (as described in ”Item 7 - Major Shareholders and Related (and Interested) Party Transactions – B. Related (and
Interested) Party Transactions – Approval of Related (and Interested) Party Transactions”). Since 2023, ORL is no longer affiliated
with our controlling shareholder.
Other
Immaterial Transactions in the Ordinary Course of Business: The Company engages, from time to time, in its ordinary course of business,
in various other transactions with related parties, such as for the purchase of marine transportations services, sale of products, purchase
of raw materials for its operations and receipt of banking services. We do not deem these transactions as material to the Company, they
are not viewed as unusual in their nature or conditions and they are all classified as "ordinary" transactions under Israeli law and approved
according to the Company's relevant procedures and any and all applicable laws.
The
table below sets forth certain income statement information with respect to balances of our related party transactions:
|
For the year ended December 31
| |||
|
2024 |
2023 |
2022 | |
|
$ millions |
$ millions |
$ millions | |
|
Sales |
-
|
1 |
7 |
|
Cost of sales |
1
|
1 |
13 |
|
Selling, transport and marketing expenses |
9
|
6 |
15 |
|
Financing income, net |
(2)
|
(1) |
- |
|
General and administrative expenses |
1
|
1 |
1 |
|
Management fees to the parent company |
-
|
- |
1 |
ICL
Group Limited 264
The
table below sets forth certain balance sheet information with respect to balances of our related party transactions:
|
As of December 31 |
||
|
2024 |
2023 | |
|
$ millions |
$ millions | |
|
Other current assets |
41
|
19 |
|
Other current liabilities |
1
|
1 |
For
further information regarding our related party transactions, see Note 23 to our Audited Financial Statements.
Option
Plans
For
a description of the Option Plans see “Item 6 - Directors, Senior Management and Employees—E. Share Ownership” and Note
16 to our Audited Financial Statements.
C. INTERESTS
OF EXPERTS AND COUNSEL
Not
Applicable.
ICL
Group Limited 265
Item 8 –
FINANCIAL INFORMATION
| A. |
CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION
|
Fixed
operating costs for the years ended December 31, 2024, 2023 and 2022 amounted to approximately $2,150 million, $2,010 million and $2,687
million, respectively. The variable operating costs for the years ended December 31, 2024, 2023 and 2022 amounted to approximately $3,916
million, $4,386 million and $3,812 million, respectively. See “Item 18 - Financial Statements”.
Business
Concentration Law
On
December 11, 2013, the Law for Promotion of Competition and Reduction of Concentration, 5774-2013 (the “Concentration Law"),
was enacted, which includes, among other things, provisions requiring regulators to take into account considerations of business concentration
in the overall economy prior to granting rights in areas defined as “essential infrastructure” in Israel to entities defined
as “high‑concentration” entities. The Concentration Law sets forth a list of "rights", including authorization, license,
concession, permit and a contract, in areas classified as “essential infrastructure”, including areas in which we are engaged,
such as quarrying, petroleum refinement, etc. The list of high‑concentration entities was published in accordance with the criteria
provided in the Concentration Law, and ICL and its main subsidiaries in Israel are included therein, as aforesaid. In our estimation,
inclusion of the Company and its main subsidiaries in Israel in the list of high‑concentration entities is not expected to have
a significant adverse effect on us and our financial results. However, in light of the frequent changes in the regulatory environment
in Israel and the existing uncertainty regarding the manner of granting rights in natural resources in a manner other than that provided
in current legal provisions, among other things in relation to the manner of granting a concession for minerals extraction from the Dead
Sea in 2030, as well as in relation to the granting of phosphate mining licenses, under the provisions of the Israel Mining Ordinance,
it is possible that our estimation will prove to be inaccurate.
Price
Monitoring
The
prices of fertilizer‑grade phosphoric acid for local Israeli customers are regulated under the Supervision of Prices for Commodities
and Services Law 1996. The quantity of these products sold in Israel by the Phosphate Solutions segment is not material to ICL.
In
the United States and Brazil, the main markets in which ICL Magnesium sells its products, imports of magnesium and magnesium alloys from
China are subject to anti-dumping duties.
ICL
and some of its subsidiaries have been declared a monopoly in Israel in the following areas: potash, phosphoric acid, sulphuric acid,
ammonia, chemical fertilizers, phosphate fertilizers, phosphates, bromine and bromine compounds. Due to their having been declared monopolies,
ICL and its subsidiaries, with respect to their activities in the aforesaid areas, are subject to limitations set forth in Chapter 4 of
Israel's Economic Competition Law, 1988 (formerly, Restrictive Business Practices Law, 1988), most significantly its prohibition on monopolies
abusing their positions as monopolies. In each of 2024 and 2023 approximately 4% of our revenues derived from Israeli sales and, therefore,
in our estimation, and without derogating from the legal implications of the above-mentioned declaration, overall, the said declaration
does not have a material impact on us. We also have an internal antitrust compliance program in place.
ICL
Group Limited 266
Legal
Proceedings
Tax Proceedings
For
information regarding our tax proceedings, see Note 15 to our Audited Financial Statements.
Derivative
Actions
| A. |
In May 2018, the Company was served with a motion for discovery
and pursual of documents (hereinafter – the Motion), filed with the Tel Aviv District Court, by a shareholder of the Company (hereinafter
– the Movant), as a preliminary proceeding in preparation for the possible filing of an application for certification of a multiple
derivative action against officers of the Company and ICL Rotem who, according to the Movant, caused the alleged damages incurred and
to be incurred by the Company as a result of the Ashalim incident. In 2018, the parties reached an arrangement, according to which, the
legal proceedings will be delayed until the relevant investigation's materials are provided to the Company by the investigating authority.
As of the date of the report, to the best of the Company's knowledge the criminal investigation is still pending. In accordance with the
Court's directive, the parties were required to update, from time to time, on developments concerning the settlement agreement, for the
purpose of determining the continuation of the proceedings in the claim. Considering the proceedings are in an early stage and even suspended,
it is difficult to estimate their outcome. |
| B. |
In July 2023, the Company was served with a motion for discovery
of documents, filed with the Tel Aviv District Court, by a shareholder of the Company (hereinafter – the Applicant), as a preliminary
proceeding in preparation for a possible filing of derivative action against officers of the Company who, according to the Applicant,
allegedly caused damages to the Company in the minimum amount of about $202 million plus linkage and interest, as a result of the decision
to purchase Allana Potash in Ethiopia. In January 2025, the parties submitted a joint request to dismiss the discovery request without
an order for costs. The court confirmed the agreement between the parties. |
| C. |
In October 2023, the Company was served with a motion for discovery
of documents, filed with the Tel Aviv District Court, by a shareholder of the Company (hereinafter – the Applicant), as a preliminary
proceeding in preparation for a possible filing of a derivative action against officers of the Company and/or ICL Rotem, who, according
to the Applicant, allegedly caused damages to the Company, as a result of ICL Rotem’s actions and/or omissions as detailed
in a class action which was filed against ICL Rotem in 2018, regarding pollution of the “Judea group – Zafit formation”
groundwater aquifer and the Ein Bokek spring with industrial wastewater. In October 2024, the Tel Aviv District Court ruled that the applicant
had failed to meet the burden of proof for even a preliminary evidentiary basis, and no evidence had been attached to demonstrate any
concrete violation on behalf of the officers. Therefore, the Court rejected the motion in its ruling and found the applicant liable for
legal expenses. For further information regarding the application for certification of a claim as a class action, see Note 18 to our Audited
Financial Statements. |
ICL
Group Limited 267
Other Legal
Matters
Further
to the summary report of the Inter-Ministry Directors General Committee published in June 2021, in March 2022, a governmental decision
was taken to develop and promote Haifa Bay (hereinafter - the Bay), the objective of which is to lead to the economic-social advancement
of the Bay, in particular, and of the Haifa metropolis, in general, through significant urban development that includes transforming an
industrial complex into an area comprising residences, clean industry and green areas (hereinafter - the Decision).
As
part of the Decision, reference was made to the establishment of an inter-ministerial team to conduct negotiations with companies operating
in the Bay, including ICL’s subsidiary, Fertilizers and Chemicals Ltd. (F&C), with the aim of reaching an understanding to end
petrochemical and chemical industrial activity in the Bay, while maintaining energy security and a regular fuel supply to the economy.
The Decision further states that the demolition of the facilities and infrastructure, as well as the restoration of contaminated land,
will be performed in accordance with guidelines established by the Israeli Ministry of Environmental Protection and subject to prior coordination
with the negotiation team, and that this does not detract from the responsibility of the parties that operated these sites, among other
things, in accordance with environmental protection laws and the "polluter pays" principle. In accordance with the Decision, a negotiation
team was tasked to work with the Company to reach an agreement for evacuation of its facility by the end of 2025. These timelines were
not discussed or agreed upon with the Company. In response, ICL contacted the negotiation team contending that since actual negotiations
have not yet begun and the evacuation of a factory this size, is very complex involving varied significant consequences, completing the
evacuation by the end of 2025 is neither applicable nor realistic.
As
part of the Company's preparation for the government's Decision, in 2022, the Company performed valuations to F&C’s assets,
by an independent appraiser, according to which the value of the attached properties is approximately $270 million according to the Fair
Value method, or approximately $514 million according to the Replacement Cost method (RCN). In addition, the fair value of the land is
approximately $298 million, not including restoration costs.
As
of December 31, 2024, F&C’s depreciated cost of fixed assets (which includes attached assets and land) totaled $23 million.
In
December 2023, the Ministers of the Interior, Construction, and Housing approved the National Outline Plan (NOP) 75 ("Gate of the Bay")
concerning the development of Haifa Bay.
The
Company is unable to assess the manner in which the aforementioned Decision will be implemented, its feasibility and its consequences,
including the expected level of compensation and the required restoration costs.
For
information regarding significant claims and legal proceedings that are pending against the Group, see Note 18 to our Audited Financial
Statements.
ICL
Group Limited 268
Dividend
policy
On
February 12, 2020, our Board of Directors resolved to extend the Company's existing dividend policy until further notice, such that our
dividend distribution rate shall continue to constitute up to 50% of the Company's adjusted annual net profit. According to the extended
policy, dividends will be distributed at a payout ratio of up to 50% of annual adjusted net income, as expected at the date of the decision
regarding the distribution, and subject to applicable law. In addition, dividends will be paid in as much as declared by our Board of
Directors and may be discontinued at any time. Such changes could include either a reduction in the amount of the targeted dividend, or
modification of the calculation formula.
All
decisions respecting dividend distribution are made by our Board of Directors, which considers a variety of factors, including our profits,
ability to pay our debt and obligations, investment plans, financial condition and other factors, as applicable. The distribution of a
dividend is not assured, and our Board of Directors may decide, at its sole discretion, at any time and for any reason, not to distribute
a dividend, to reduce the rate thereof, to distribute a special dividend, to change the dividend distribution policy or to adopt a share
buy-back plan.
Distributable
profits as of December 31, 2024, amounted to $5,504 million. The terms of certain of our existing liabilities require us to maintain a
minimum level of the Company’s equity, which could restrict our ability to pay dividends in the future. See Note 13 to our Audited
Financial Statements for further information regarding covenants in our loan agreements and their impact on our ability to pay dividends.
In addition, the distribution of dividends is limited by Israeli law, which permits the distribution of dividends only out of distributable
profits and only if there is no reasonable concern that such distribution will prevent us from meeting our existing and future obligations
when they become due. Generally, dividends paid by an Israeli company are subject to an Israeli withholding tax. For a discussion of certain
tax considerations affecting dividend payments, see “Item 10 - Additional Information— E. Taxation” and Note 15
to our Audited Financial Reports.
B. SIGNIFICANT CHANGES
To
the best of our knowledge, no significant changes have occurred since the date of our consolidated financial statements, other than as
disclosed in this Annual Report.
ICL
Group Limited 269
Item 9 –
THE OFFER AND LISTING
A.OFFER AND LISTING DETAILS
Our
ordinary shares have been listed on the TASE since 1992. Our ordinary shares commenced trading on the NYSE in September 2014. Our trading
symbol on NYSE and on the TASE is "ICL".
B. PLAN OF DISTRIBUTION
Not
applicable.
C. MARKETS
See
"Offer And Listing Details" above.
D. SELLING SHAREHOLDERS
Not
applicable.
E. DILUTION
Not
applicable.
F. EXPENSES OF THE ISSUE
Not
applicable.
ICL
Group Limited 270
Item 10 –
ADDITIONAL INFORMATION
A. SHARE CAPITAL
As
of December 31, 2024, our authorized share capital consisted of 1,484,999,999 ordinary shares, par value NIS 1 per share, of which 1,314,965,540
ordinary shares were issued and outstanding (including shares held by us or our subsidiaries), and 1 Special State Share, par value NIS
1 per share, issued and outstanding. All of our outstanding shares have been lawfully issued and
are fully paid. As of December 31, 2024, 24,589,836 ordinary shares were held by us or our subsidiaries. Shares acquired by our subsidiaries
prior to February 2000 have both economic rights and voting rights. However, in accordance with Israeli law, ordinary shares issued to
our subsidiaries or purchased by our subsidiaries after February 2000 have economic rights but not voting rights. Shares held by us have
no economic rights or voting rights. Therefore, out of the ordinary shares held by us or our subsidiaries as of December 31, 2024, 24,589,836
have no voting rights.
As
of December 31, 2024, an additional amount of approximately 23 million ordinary shares were issuable upon the exercise of outstanding
options granted to our officers and employees at a weighted average exercise price of approximately NIS 24.46 (about $6.71) per share.
The weighted average exercise price of the outstanding vested options is approximately NIS 30.36 (about $8.33) per share. For further
information about the issuance of options and restricted shares to directors, officers and senior employees and their exercise or vesting
(as the case may be) in 2023-2024, see Note 19 and 16 to our Audited Financial Statements and “Item 6 - Directors, Senior Management
and Employees—E. Share Ownership”.
In
2024, approximately 3 million options under our equity compensation plans were exercised into approximately 0.9 million ordinary shares.
In 2023, approximately 0.85 million options under our equity compensation plans were exercised into approximately 0.3 million ordinary
shares. In 2022, approximately 7 million options under our equity compensation plans were exercised into approximately 2 million ordinary
shares.
B. MEMORANDUM, ARTICLES OF
ASSOCIATION AND SPECIAL STATE SHARE
A
copy of our Amended and Restated Articles of Association is attached as Exhibit 1.2 to this Annual Report. Other than as set forth
below, the information called for by this Item is attached as Exhibit 2.1 to this Annual Report and is incorporated by reference into
this Annual Report.
The
Special State Share
The
State of Israel holds a nontransferable Special State Share in ICL in order to preserve the State’s vital interests. Any change
in the provisions of our Articles of Association relating to the rights attached to the Special State Share requires approval from the
State of Israel. The Special State Share grants its holder the rights described below.
The
sale or transfer of material assets of the Company or the grant of any other rights in such assets, not in the ordinary course of our
business, whether in one transaction or in a series of transactions, shall be invalid, without the consent of the holder of the Special
State Share, who may oppose such a transfer of a material asset only if, in its opinion, such transfer is likely to harm one of the "vital
interests of the State" as such term is defined in the Article of Association and described below. Restrictions are also imposed on voluntary
liquidation, mergers and reorganizations, excluding certain exceptions enumerated in our Articles of Association.
ICL
Group Limited 271
In
addition, without the consent of the holder of the Special State Share, any acquisition or holding of 14% or more of our outstanding share
capital is not valid. In addition, any acquisition or holding of 25% or more of our outstanding share capital (including an increase of
holdings to 25%) is not valid without the consent of the holder of the Special State Share, even if in the past the consent of the holder
of the Special State Share had been obtained for ownership of less than 25%. Our Articles of Association set forth procedures required
to be followed by a person who intends to acquire shares in an amount that would require the approval of the holder of the Special State
Shares. A pledge over shares is treated like an acquisition of shares. As a condition to voting at any shareholder meeting, each interested
party in the Company, including a holder of 5% or more of our outstanding shares, is required to certify in writing that the voting power
derived from the holding of shares does not require the approval of the holder of the Special State Share or that such approval has been
obtained.
In
addition, the consent of the holder of the Special State Share is required for the ownership of any shares that grant their holder the
right, ability or practical potential to appoint, directly or indirectly, 50% or more of our directors, and such appointments will not
be valid as long as such consent has not been obtained.
The
holder of the Special State Share has the right to receive information from us, as provided in our Articles of Association. Our Articles
of Association also provide that the holder of the Special State Share will use this information only to exercise its rights under the
Articles of Association for purposes of protecting the State’s vital interests.
Our
Articles of Association also impose a periodic reporting obligation on us for the benefit of the holder of the Special State Share, regarding
all asset‑related transactions approved by our Board of Directors during the three months prior to the date of the report, any changes
in share capital ownership and any voting agreements among the Company’s shareholders signed during that period.
The
following are the “State’s vital interests” as defined in our Articles of Association for purposes of the Special State
Share:
| ◾ |
To preserve the character of the Company and its subsidiaries,
ICL Dead Sea, ICL Rotem, Dead Sea Bromine Company, Bromine Compounds and Tami, as Israeli companies whose centers of business and management
are in Israel. In our estimation, this condition is met. |
| ◾ |
To monitor the control over minerals and natural resources, for
purposes of their efficient development and utilization, including maximum utilization in Israel of the results of investments, research
and development. |
| ◾ |
To prevent acquisition of a position of influence in the Company
or the foregoing Israeli subsidiaries by hostile entities or entities likely to harm the foreign and security interests of the State of
Israel. |
ICL
Group Limited 272
| ◾ |
To prevent acquisition of a position of influence in the Company
or the foregoing Israeli subsidiaries or management of such companies, whereby such acquisition or management may create a situation of
significant conflicts of interest likely to harm any of the vital interests enumerated above. |
Furthermore,
our headquarters and the ongoing management and control over our business activities must be in Israel. The majority of the members of
our Board of Directors must be citizens and residents of Israel. In general, meetings of our Board of Directors are to take place in Israel.
Other
than the rights enumerated above, the Special State Share does not grant the holder any voting or equity rights.
The
State of Israel also holds a Special State Share in the following ICL subsidiaries: ICL Dead Sea, Dead Sea Bromine Company, ICL Rotem,
Bromine Compounds, Tami and Dead Sea Magnesium. The rights granted by these shares according to the Articles of Association of these subsidiaries
are substantially similar to the rights enumerated above. The full provisions governing the rights of the Special State Share appear in
our Articles of Association and in the Articles of Association of the said subsidiaries and are available for the public’s review.
We report to the State of Israel on an ongoing basis in accordance with the provisions of our Articles of Association.
In
2018, an inter-ministry team was established, headed by the Ministry of Finance, whose purpose is, among other things, to regulate the
authority and supervision in respect of the Special State of Israel Share, as well as reduce the regulatory burden. In 2019, the work
of this team was suspended until further notice due to the dissolution of the Knesset and the lack of permanent government. As of the
date of this report, the Company is unable to estimate when or whether the team will recommence and what are the implications of this
process over the Company, if any. An additional array of regulatory provisions may increase the uncertainty in managing our operations
relating to natural resources in Israel and may have a material adverse effect on our business, our financial condition and results of
operations.
C. MATERIAL CONTRACTS
Except
as otherwise disclosed in this Annual Report, we are not currently, and have not been in the last two years, party to any material contract,
other than contracts entered into in the ordinary course of business.
D. EXCHANGE CONTROLS
There
are currently no Israeli currency control restrictions on the remittance of dividends, interest or other payments with respect to our
ordinary shares to non-residents of Israel or on the proceeds from the sale of the shares, except for shareholders who are subjects of
countries that are, or have been, in a state of war with Israel.
ICL
Group Limited 273
E. TAXATION
Israeli
Tax Considerations
Taxation of companies
in Israel
For
information regarding the taxation of companies in Israel, including issues regarding the income tax rates, tax benefits under the Israeli
Law for the Encouragement of Capital Investments, the Law for the Encouragement of Industry (Taxation) and the Law for Taxation of Profits
from Natural Resources, see Note 15 to our Audited Financial Statements.
Taxation
of Investors
The
following are material Israeli income tax consequences to investors who acquire and dispose of our ordinary shares. That which is stated
below does not purport to be a comprehensive description of all the tax considerations that may be relevant to a particular person’s
decision to acquire and/or dispose of our ordinary shares.
Capital
Gains Tax
Israeli
law generally imposes a capital gains tax on the sale of capital assets by residents of Israel, as defined for Israeli tax purposes, and
on the sale of capital assets located in Israel, including shares of Israeli companies, by non‑residents of Israel, unless a specific
exemption is available or unless a tax treaty between Israel and the shareholder’s country of residence provides otherwise. The
law distinguishes between real gain and inflationary surplus. The inflationary surplus is a portion of the total capital gain that is
equivalent to the increase of the relevant asset’s purchase price which is attributable to the increase in the Israeli Consumer
Price Index or a foreign currency exchange rate between the date of purchase and the date of sale. The real gain is the excess of the
total capital gain over the inflationary surplus.
Israeli
Residents
Generally,
as of January 1, 2012, the tax rate applicable to capital gains derived from a sale of shares, whether listed on a stock market or
not, is the regular corporate tax rate in Israel applicable for Israeli companies, 23% since 2018 and 25% for Israeli individuals, unless
such individual shareholder is considered a “significant shareholder” at any time during the 12‑month period preceding
such sale, in which case the tax rate is 30%. A “significant shareholder” is defined as one who holds, directly or indirectly,
including together with others, at least 10% of any means of control in the company. However, different tax rates will apply to dealers
in securities. Israeli companies are subject to the corporate tax rate on capital gains derived from the sale of listed shares.
As
of January 1, 2017, individual taxpayers (foreign and Israeli) with taxable income in Israel (“taxable income”), exceeding
NIS 721,560 (for 2024) in a certain tax year, will be subject to an additional tax payment of 3% on the portion of their taxable income,
for such tax year, that exceeds such threshold. For this purpose, taxable income includes, inter alia, taxable capital gains from selling
our shares and taxable income from dividend distributions.
As
of January 1, 2025, individual taxpayers (foreign and Israeli) will be subject to an additional tax payment of 2% (on top of the 3% tax
payment mentioned above). This 2% tax will be imposed on the portion of “passive taxable income”, in a given tax year, that
exceeds the threshold of NIS 721,560 (for 2025). For this purpose, “passive taxable income” includes, inter alia,
taxable capital gains from selling our shares and taxable income from dividend distributions.
ICL
Group Limited 274
Non‑Israeli
Residents
Under
the domestic tax law, non‑Israeli residents are generally exempt from Israeli capital gains tax on any gains derived from the sale
of shares of Israeli companies publicly traded on a recognized stock exchange outside Israel, provided such shareholders did not acquire
their shares prior to the company’s initial public offering and the gains did not derive from a permanent establishment of such
shareholders in Israel. However, shareholders that are non‑Israeli corporations will not be entitled to such exemption if Israeli
residents hold an interest of more than 25% in such non‑Israeli corporation or are the beneficiaries or are entitled to 25% or more
of the revenues or profits of such non‑Israeli corporation, whether directly or indirectly.
In
certain instances where our shareholders may be liable to Israeli tax on the sale of their ordinary shares, the payment of the consideration
may be subject to the withholding of Israeli tax at the source.
In
addition, pursuant to the Convention between the US Government of the United States of America and the Israeli government with respect
to taxes on income, as amended, or the US Israel Tax Treaty, the sale, exchange or disposition of ordinary shares by a person who qualifies
as a resident of the United States within the meaning of the US Israel Tax Treaty and who is entitled to claim the benefits afforded to
such person by the US Israel Tax Treaty generally will not be subject to the Israeli capital gains tax unless such person holds, directly
or indirectly, shares representing 10% or more of our voting power during any part of the 12 month period preceding such sale, exchange
or disposition, subject to particular conditions, or the capital gains from such sale, exchange or disposition can be allocated to a permanent
establishment in Israel or is considered to be derived from or sale of Israeli real property interests for purposes of the US Israel Tax
Treaty. If a US investor is not exempt from Israeli taxes under the US Israel Tax Treaty, such US investor may be subject to Israeli tax,
to the extent applicable as described above; however, under the US Israel Tax Treaty, such person may be permitted to claim a credit for
such taxes against the US federal income tax imposed with respect to such sale, exchange or disposition, subject to the limitations in
the US laws applicable to foreign tax credits. The US Israel Tax Treaty does not relate to US state or local taxes.
Taxation
of Dividend Distributions
Israeli
Residents
Israeli
resident individuals are generally subject to Israeli income tax on the receipt of dividends paid on our ordinary shares, other than bonus
shares (share dividends). The tax rate applicable to such dividends is 25% or 30% for a shareholder that is considered a significant shareholder
at any time during the 12‑month period preceding such distribution. Dividends paid from income derived from Approved Enterprises
or Benefited Enterprises are subject to withholding at the rate of 15%. Dividends paid from income derived from Preferred Enterprises
are subject to withholding at the rate of 20%.
Israeli
resident companies are generally exempt from tax on the receipt of dividends paid on our ordinary shares (excluding dividends paid from
income derived from Approved or Benefited Enterprises). For additional information regarding additional tax payment, see Capital Gains
Tax above.
ICL
Group Limited 275
Non‑Israeli
Residents
Non‑residents
of Israel are subject to income tax on income accrued or derived from sources in Israel, including dividends paid by Israeli companies.
On distributions of dividends other than stock dividends, income tax (generally collected by means of withholding) will generally apply
at the rate of 25%, or 30% for a shareholder that is considered a significant shareholder (as defined above) at any time during the 12‑month
period preceding such distribution, unless a different rate is provided in a treaty between Israel and the shareholder’s country
of residence. Dividends paid from income derived from Approved or Benefited Enterprises are subject to withholding at the rate of 15%,
or 4% for Benefited Enterprises in the Ireland Track. Dividends paid from income derived from Preferred Enterprises will be subject to
withholding at the rate of 20%.
Under
the US Israel Tax Treaty, the maximum tax on dividends paid to a holder of ordinary shares who qualifies as a resident of the United States
within the meaning of the US Israel Tax Treaty is 25%. The treaty provides for reduced tax rates on dividends if (a) the shareholder is
a US corporation holding at least 10% of our issued voting power during the part of the tax year that precedes the date of payment of
the dividend and held such minimal percentage during the whole of its prior tax year, and (b) not more than 25% of the Israeli company’s
gross income consists of interest or dividends, other than dividends or interest received from subsidiary corporations or corporations
50% or more of the outstanding voting shares of which is owned by the Israeli company. The reduced treaty rate, if applicable, is 15%
in the case of dividends paid from income derived from Approved, Benefited or Preferred Enterprise or 12.5% otherwise.
Material
US Federal Income Tax Considerations for US Holders
The
following are material US federal income tax consequences to the US Holders described below of owning and disposing of our ordinary shares,
but it does not purport to be a comprehensive description of all the tax considerations that may be relevant to a particular person’s
decision to hold the ordinary shares. This discussion applies only to a US Holder that holds the ordinary shares as capital assets for
US federal income tax purposes. In addition, it does not describe all of the tax consequences that may be relevant in light of a US Holder’s
particular circumstances, including alternative minimum tax consequences, any aspect of the provisions of the Internal Revenue Code of
1986, as amended (the “Code”) commonly known as the Medicare tax and tax consequences applicable to US Holders subject to
special rules, such as:
| • |
certain financial institutions;
|
| • |
dealers or traders in securities that use a mark-to-market method
of tax accounting; |
| • |
persons holding ordinary shares as part of a “straddle”
or integrated transaction or persons entering into a constructive sale with respect to the ordinary shares;
|
| • |
persons whose functional currency for US federal income tax purposes
is not the US dollar; |
| • |
entities classified as partnerships for US federal income tax
purposes; |
| • |
tax exempt entities, “individual retirement accounts”
or “Roth IRAs": |
| • |
persons who acquired our ordinary shares pursuant to the exercise
of an employee stock option or otherwise as compensation; |
| • |
persons that own or are deemed to own 10% or more of our stock
by vote or value; or |
| • |
persons holding our ordinary shares in connection with a trade
or business conducted outside of the US. |
ICL
Group Limited 276
If
an entity that is classified as a partnership for US federal income tax purposes owns ordinary shares, the US federal income tax treatment
of a partner will generally depend on the status of the partner and the activities of the partnership. Partnerships owning ordinary shares
and partners in such partnerships should consult their tax advisers as to the particular US federal tax consequences of owning and disposing
of the ordinary shares.
This
discussion is based on the Code, administrative pronouncements, judicial decisions, the US-Israel Tax Treaty (the “Treaty”)
and final and proposed Treasury regulations, changes to any of which subsequent to the date of this Annual Report may affect the tax consequences
described herein.
For
purposes of this discussion, a “US Holder” is a person who, for US federal income tax purposes, is a beneficial owner of ordinary
shares and is:
| • |
a citizen or individual resident of the US;
|
| • |
a corporation, or other entity taxable as a corporation, created
or organized in or under the laws of the US, any state therein or the District of Columbia; or |
| • |
an estate or trust the income of which is subject to US federal
income taxation regardless of its source. |
US
Holders should consult their tax advisers concerning the US federal, state, local and non-US tax consequences of owning and disposing
of our ordinary shares in their particular circumstances.
This
discussion assumes that we are not, and will not become, a passive foreign investment company, as described below.
Taxation
of Distributions
Distributions
paid on our ordinary shares, other than certain pro rata distributions of ordinary shares, will be treated as dividends to the extent
paid out of our current or accumulated earnings and profits (as determined under US federal income tax principles). Because we do not
calculate our earnings and profits under US federal income tax principles, it is expected that distributions generally will be reported
to US Holders as dividends. Subject to applicable limitations, dividends paid to certain non-corporate US Holders may be taxable at the
favorable tax rates applicable to “qualified dividend income”. Non-corporate US Holders should consult their tax advisers
regarding the availability of these favorable rates on dividends in their particular circumstances. Dividends will not be eligible for
the dividends received deduction generally available to US corporations under the Code. Dividends will generally be included in a US Holder’s
income on the date of receipt. Dividend income will include any amounts withheld
by us in respect of Israeli taxes and will be treated as foreign source income for foreign tax credit purposes. If any dividend is paid
in NIS, the amount of dividend income will be the dividend’s US dollar amount calculated by reference to the exchange rate in effect
on the date of receipt, regardless of whether the payment is in fact converted into US dollars. If the dividend is converted into US dollars
on the date of receipt, a US Holder should not be required to recognize foreign currency gain or loss in respect of the dividend income.
A US Holder may have foreign currency gain or loss if the dividend is converted into US dollars after the date of receipt. Such gain or
loss would generally be treated as US-source ordinary income or loss. Treasury regulations may prohibit US Holders who are not eligible
for the benefits of the Treaty from claiming a foreign tax credit with respect to Israeli income taxes withheld from dividends on ordinary
shares. The rules governing foreign tax credits are complex. For example, Treasury regulations provide that, in the absence of an election
to apply the benefits of an applicable income tax treaty, in order for foreign income taxes to be creditable the relevant foreign income
tax rules must be consistent with certain US federal income tax principles, and we have not determined whether the Israeli income tax
system meets these requirements. The US Internal Revenue Service has released notices that provide relief from certain of the provisions
of the Treasury regulations described above for taxable years ending before the date that a notice or other guidance withdrawing or modifying
the temporary relief is issued (or any later date specified in such notice or other guidance). In lieu of claiming a foreign tax credit,
US Holders may, at their election, deduct foreign taxes, including Israeli taxes, in computing their taxable income, subject to applicable
limitations. An election to deduct foreign taxes instead of claiming foreign tax credits applies to all foreign taxes paid or accrued
in the taxable year. US Holders should consult their tax advisers regarding the creditability or deductibility of Israeli taxes in their
particular circumstances.
ICL
Group Limited 277
Sale
or Other Taxable Disposition of Ordinary Shares
For
US federal income tax purposes, gain or loss realized on the sale or other taxable disposition of our ordinary shares will be capital
gain or loss and will be long term capital gain or loss if the US Holder held the ordinary shares for more than one year. The amount of
the gain or loss will equal the difference between the US Holder’s tax basis in the ordinary shares disposed of and the amount realized
on the disposition, in each case as determined in US dollars. This gain or loss will generally be US source gain or loss for foreign tax
credit purposes. The deductibility of capital losses is subject to limitations.
Passive
Foreign Investment Company Rules
In
general, a non-US corporation will be a “passive foreign investment company” (a “PFIC”) for any taxable year if
(i) 75% or more of its gross income consists of passive income or (ii) 50% or more of the average value of its assets (generally determined
on a quarterly basis) consists of assets that produce, or are held for the production of, passive income. For purposes of the above calculations,
a non-US corporation that directly or indirectly owns at least 25% by value of the shares of another corporation is treated as if it held
its proportionate share of the assets of the other corporation and received directly its proportionate share of the income of the other
corporation. Passive income generally includes dividends, interest, rents, royalties and gains from transactions in commodities (other
than certain active business gains from the sales of commodities).
Based
on the manner in which we operate our business, we believe that we were not a PFIC for 2024. However, because PFIC status depends on the
composition and character of a company’s income and assets and the value of its assets from time to time, there can be no assurance
that we will not be a PFIC for any taxable year.
If
we were a PFIC for any taxable year during which a US Holder held ordinary shares, gain recognized by a US Holder on a sale or other disposition
(including certain pledges) of the ordinary shares would be allocated ratably over the US Holder’s holding period for the ordinary
shares. The amounts allocated to the taxable year of the sale or other disposition and to any year before we became a PFIC would be taxed
as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals
or corporations, as appropriate, for that taxable year, and an interest charge would be imposed on the resulting tax liability for each
such taxable year. Further, to the extent that distributions received by the US Holder in any taxable year in respect of ordinary shares
exceed 125% of the average of the annual distributions received by a US Holder during the preceding three years or the US Holder’s
holding period, whichever is shorter, those excess distributions would be subject to taxation in the same manner.
Certain elections may be available that would result in alternative treatments (such as mark-to-market treatment) of the ordinary shares
in the case that we were a PFIC for any taxable year. US Holders should consult their tax advisers to determine whether any of these
elections would be available and, if so, what the consequences of the alternative treatments would be in their particular circumstances.
ICL
Group Limited 278
If
we were a PFIC for any taxable year during which a US Holder owned ordinary shares, the US Holder generally will be required to file annual
reports on Internal Revenue Service Form 8621. In addition, the favorable tax rates described above with respect to dividends paid to
certain non-corporate US Holders would not apply if we were a PFIC for the taxable year of distribution or the preceding taxable year.
Information
Reporting and Backup Withholding
Payments
of dividends and sales proceeds that are made within the US or through certain US related financial intermediaries generally are subject
to information reporting, and may be subject to backup withholding, unless (i) the US Holder is a corporation or other exempt recipient
or (ii) in the case of backup withholding, the US Holder provides a correct taxpayer identification number and certifies that it is not
subject to backup withholding. Backup withholding is not an additional tax.
The
amount of any backup withholding from a payment to a US Holder will be allowed as a credit against the US Holder’s US federal income
tax liability and may entitle it to a refund, provided that the required information is timely furnished to the Internal Revenue Service.
Certain
US Holders who are individuals (or certain specified entities) may be required to report information relating to their ownership of securities
of non-US issuers, such as our ordinary shares, unless the securities are held in accounts at financial institutions (in which case the
accounts may be reportable if maintained by non-US financial institutions). US Holders should consult their tax advisers regarding their
reporting obligations with respect to the ordinary shares.
F. DIVIDENDS AND PAYING AGENTS
Not
applicable.
G. STATEMENT BY EXPERTS
Not
applicable.
H. DOCUMENTS ON DISPLAY
In
light of the listing of our ordinary shares for trade on the New York Stock Exchange (NYSE) within the framework of an initial public
offering executed in 2014, we are subject to the informational requirements of the US Securities Exchange Act of 1934. Accordingly, we
are required to file or furnish reports and other information with the SEC pursuant to the requirements applying to foreign issuers, including
annual reports on Form 20-F and reports on Form 6-K. The SEC maintains a website that contains reports and other information about issuers,
like us, that file electronically with the SEC. The address of that website is www.sec.gov.
The information on that website is not part of this Annual Report and is not incorporated by reference herein.
I. SUBSIDIARY INFORMATION
The
Company and its subsidiaries do not maintain any direct or indirect connection with Iran or with enemy nations (as defined in the Israel
Trade with the Enemy Ordinance - 1939).
ICL
Group Limited 279
Item 11 –
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Risk
Management
In
the ordinary course of our business activities, we are exposed to various market risks that are not in our control, including fluctuations
in the prices of certain of our products and inputs, currency exchange rates, interest rates, energy prices and marine shipping prices,
that may have an adverse effect on the value of our financial assets and liabilities, future cash flow and profit. As a result of these
market risks, we could suffer a loss due to adverse changes such as the prices of our products or our inputs, foreign exchange rates,
interest rates, energy prices or marine shipping prices.
As
relates to financial assets and financial liabilities in currencies that are not the functional currency of our subsidiaries, our policy
is to try and minimize this exposure as much as possible using various hedging instruments. We do not hedge against some severance pay
liabilities, lease liabilities (IFRS 16) or tax balances as they are long-term exposures. In addition, we do not use hedging instruments
to hedge the prices of our products. As far as hedging against projected income and expenses in currencies that are not in the functional
currency of our subsidiaries, price changes of energy products, marine shipping costs and interest rates, our policy is to hedge part
of the exposure, as described below.
We
regularly monitor the extent of our exposure for various risks described below, and we execute hedging activities according to our hedging
policy with reference to the actual developments and expectations in the various markets.
We
use financial instruments and derivatives for hedging purposes only. These hedging instruments reduce our exposure as described above.
Part of these transactions do not meet the hedging conditions provided in IFRS and therefore they are measured at fair value, and changes
in the fair value are charged immediately to earnings. The counterparties for our derivatives transactions are banks or financial institutes.
We believe the credit risk in respect thereof is small.
For
further information about our hedging activities, see Note 21 to our Audited Financial Statements.
Exchange
Rate Risk
The
US dollar is the principal currency of the business environment in which most of our subsidiaries operate. Most of our activities —
sales, purchase of materials, selling and marketing expenses and financing expenses, as well as the purchase of property, plant and equipment
— are executed in US dollars, and, as a result, we use the US dollar as our functional currency for measurement and reporting of
the Company and most of our subsidiaries.
We
have several consolidated subsidiaries whose functional currencies are their local currency —mainly the Euro, the British Pound,
the Brazilian Real, the Israeli Shekel and the Chinese Yuan.
Set
forth below is a description of our principal exposures in respect of changes in currency exchange rates.
Transactions
by our subsidiaries in currencies that are not their functional currency expose us to changes in the exchange rates of those currencies
compared to the functional currencies of those companies. Measurement of this type of exposure is based on the surplus of net income or
expenses in each currency that is not the functional currency of that company.
ICL
Group Limited 280
Part
of the costs of our inputs in Israel are denominated and paid in NIS. Thus, we are exposed to a strengthening of the NIS exchange rate
against the US dollar (NIS revaluation). This exposure is similar in substance to the exposure described above for transactions in foreign
currencies but is much larger than the other currency exposures.
The
results for tax purposes for the Company and its subsidiaries operating in Israel are measured in NIS. As a result, we are exposed to
the rate of the change in the US dollar exchange rate and the measurement base for tax purposes (the NIS) in respect of these companies.
Our
subsidiaries have severance pay liabilities that are denominated in the local currency, and in Israel they are sometimes affected by rises
in the CPI as well. Our subsidiaries in Israel have reserves to cover part of these liabilities. The reserves are denominated in NIS and
affected by the performance of the funds in which the sums are invested. As a result, we are exposed to changes in the exchange rates
of the US dollar against various local currencies in respect of net liabilities for severance pay. For further information regarding our
hedging policy, see "Item 11 – Quantitative and Qualitative Disclosures about Market Risk– Risk Management".
Our
subsidiaries have financial assets and liabilities that are denominated in or linked to currencies other than their functional currencies.
A surplus of assets over liabilities denominated in currencies that are not the functional currency creates exposure for us in respect
of exchange rate fluctuations.
For
investment in subsidiaries whose functional currency is not the US dollar, the end of period balance sheet accounts of these subsidiary
companies are translated into US dollars based on the exchange rate of the US dollar to the reporting currency of these subsidiaries at
the end of the relevant period. The beginning of period balance sheet balances, as well as capital changes during the period, are translated
into US dollars at the exchange rate at the beginning of the period or on the date of the change in capital, respectively. The differences
arising from the effect of the change in the exchange rate between the US dollar and the currency in which the subsidiary companies report
create exposure. The effects of this exposure are charged directly to equity.
We
examine periodically the extent of the hedging transactions implemented to hedge each of the exposures described above and decide on the
required scope of hedging within the hedging policy framework. We use various financial instruments for our hedging activity, including
derivatives.
Explanations
of the main changes between the periods
Exchange
rate:
As
of December 31, 2024, the net positive fair value of the derivative instruments with respect to exchange rates was about $1 million compared
to a positive fair value of $40 million as of December 31, 2023. As a result, in 2024, an expense of about $39 million was recorded with
respect to these transactions.
ICL
Group Limited 281
The
tables below set forth the sensitivity of our derivative instruments and certain balance sheet items to 5% and 10% increases and decreases
in the exchange rates as of December 31, 2024.
|
Increase (decrease)
in fair value |
Fair value |
Increase (decrease)
in fair value | |||
|
USD/NIS |
Increase of
10% |
Increase of
5% |
Decrease of
5% |
Decrease of
10% | |
|
Type of instrument |
$ millions | ||||
|
Cash and cash equivalents |
(0.1) |
(0.1) |
1.5 |
0.1 |
0.2 |
|
Short term deposits and loans |
0.0 |
0.0 |
0.1 |
0.0 |
0.0 |
|
Trade receivables |
(3.3) |
(1.7) |
36.7 |
1.9 |
4.1 |
|
Receivables and debit balances |
(0.4) |
(0.2) |
4.0 |
0.2 |
0.4 |
|
Long-term deposits and loans |
(0.1) |
0.0 |
0.9 |
0.0 |
0.1 |
|
Credit from banks and others |
1.3 |
0.7 |
(14.8) |
(0.8) |
(1.6) |
|
Trade payables |
37.1 |
19.4 |
(407.9) |
(21.5) |
(45.3) |
|
Other payables |
2.9 |
1.5 |
(31.9) |
(1.7) |
(3.5) |
|
Long-term loans |
10.6 |
5.6 |
(116.8) |
(6.1) |
(13.0) |
|
Fixed rate debentures |
14.7 |
7.7 |
(161.3) |
(8.5) |
(17.9) |
|
Forward |
(65.8) |
(34.0) |
(1.1) |
39.7 |
82.7 |
|
Forward transactions hedge accounting |
(31.0) |
(17.2) |
2.1 |
14.7 |
33.3 |
|
Swap |
(16.6) |
(8.7) |
(2.9) |
9.5 |
20.6 |
|
Total |
(50.7) |
(27.0) |
(691.4) |
27.5 |
60.1 |
|
Increase (decrease)
in fair value |
Fair value |
Increase (decrease)
in fair value | |||
|
EUR/USD |
Increase of
10% |
Increase of
5% |
Decrease of 5% |
Decrease of
10% | |
|
Type of instrument |
$ millions | ||||
|
Cash and cash equivalents |
(1.8) |
(1.0) |
20.3 |
1.1 |
2.3 |
|
Short term deposits and loans |
(0.1) |
0.0 |
0.8 |
0.0 |
0.1 |
|
Trade receivables |
(20.4) |
(10.7) |
224.4 |
11.8 |
24.9 |
|
Receivables and debit balances |
(1.6) |
(0.8) |
17.5 |
0.9 |
1.9 |
|
Long-term deposits and loans |
(0.4) |
(0.2) |
4.7 |
0.2 |
0.5 |
|
Credit from banks and others |
9.4 |
4.9 |
(103.9) |
(5.5) |
(11.5) |
|
Trade payables |
18.2 |
9.6 |
(200.6) |
(10.6) |
(22.3) |
|
Other payables |
4.7 |
2.5 |
(51.8) |
(2.7) |
(5.8) |
|
Long-term loans from banks |
27.3 |
14.3 |
(300.3) |
(15.8) |
(33.4) |
|
Long-term loans with variable interest rates |
46.7 |
24.5 |
(513.7) |
(27.0) |
(57.1) |
|
Options |
2.2 |
0.3 |
1.4 |
(2.9) |
(4.4) |
|
Forward |
18.2 |
8.6 |
2.0 |
(7.9) |
(15.1) |
|
Total |
102.4 |
52.0 |
(899.2) |
(58.4) |
(119.9) |
ICL
Group Limited 282
|
Increase (decrease)
in fair value |
Fair value |
Increase (decrease)
in fair value | |||
|
GBP/USD |
Increase of
10% |
Increase of
5% |
Decrease of
5% |
Decrease of
10% | |
|
Type of instrument |
$ millions | ||||
|
Cash and cash equivalents |
(0.8) |
(0.4) |
9.3 |
0.5 |
1.0 |
|
Trade receivables |
(3.6) |
(1.9) |
39.1 |
2.1 |
4.3 |
|
Receivables and debit balances |
(0.2) |
(0.1) |
1.9 |
0.1 |
0.2 |
|
Credit from banks and others |
0.7 |
0.4 |
(7.9) |
(0.4) |
(0.9) |
|
Trade payables |
2.2 |
1.1 |
(24.0) |
(1.3) |
(2.7) |
|
Other payables |
0.5 |
0.3 |
(5.5) |
(0.3) |
(0.6) |
|
Long-term loans |
1.1 |
0.6 |
(11.9) |
(0.6) |
(1.3) |
|
Options |
(1.0) |
(0.5) |
(0.4) |
0.5 |
0.9 |
|
Forward |
(0.1) |
(0.1) |
(0.1) |
0.1 |
0.1 |
|
Total |
(1.2) |
(0.6) |
0.5 |
0.7 |
1.0 |
|
Increase (decrease)
in fair value |
Fair value |
Increase (decrease)
in fair value | |||
|
BRL/USD |
Increase of
10% |
Increase of
5% |
Decrease of
5% |
Decrease of
10% | |
|
Type of instrument |
$ millions | ||||
|
Cash and cash equivalents |
(6.3) |
(3.3) |
68.9 |
3.6 |
7.7 |
|
Trade receivables |
(27.0) |
(14.1) |
296.9 |
15.6 |
33.0 |
|
Receivables and debit balances |
(0.5) |
(0.2) |
5.2 |
0.3 |
0.6 |
|
Trade payables |
9.4 |
4.9 |
(103.3) |
(5.4) |
(11.5) |
|
Long-term deposits and loans |
(0.5) |
(0.2) |
5.2 |
0.3 |
0.6 |
|
Other payables |
1.1 |
0.6 |
(12.6) |
(0.7) |
(1.4) |
|
Long-term loans from banks |
1.7 |
0.9 |
(18.5) |
(1.0) |
(2.1) |
|
Forward |
1.6 |
0.9 |
0.3 |
(1.0) |
(2.0) |
|
Total |
(20.5) |
(10.5) |
242.1 |
11.7 |
24.9 |
|
Increase (decrease)
in fair value |
Fair value |
Increase (decrease)
in fair value | |||
|
CNY/USD |
Increase of
10% |
Increase of
5% |
Decrease of
5% |
Decrease of
10% | |
|
Type of instrument |
$ millions | ||||
|
Cash and cash equivalents |
(13.7) |
(7.2) |
150.5 |
7.9 |
16.7 |
|
Short term investments and deposits |
(0.5) |
(0.3) |
5.8 |
0.3 |
0.6 |
|
Trade receivables |
(7.3) |
(3.8) |
80.6 |
4.2 |
9.0 |
|
Receivables and debit balances |
0.0 |
0.0 |
0.0 |
0.0 |
0.0 |
|
Trade payables |
5.5 |
2.9 |
(61.0) |
(3.2) |
(6.8) |
|
Other payables |
0.8 |
0.4 |
(8.6) |
(0.5) |
(1.0) |
|
Long-term loans (CNY) |
2.5 |
1.3 |
(27.6) |
(1.5) |
(3.1) |
|
Total |
(12.7) |
(6.7) |
139.7 |
7.2 |
15.4 |
ICL
Group Limited 283
The
tables below set forth the sensitivity of our derivative instruments and certain balance sheet items to 5% and 10% increases and decreases
in the exchange rates as of December 31, 2023.
|
Increase (decrease)
in fair value |
Fair value |
Increase (decrease)
in fair value | |||
|
USD/NIS |
Increase of
10% |
Increase of
5% |
Decrease of
5% |
Decrease of
10% | |
|
Type of instrument |
$ millions | ||||
|
Cash and cash equivalents |
(0.2) |
(0.1) |
2.2 |
0.1 |
0.2 |
|
Short term deposits and loans |
0.0 |
0.0 |
0.1 |
0.0 |
0.0 |
|
Trade receivables |
(6.0) |
(3.1) |
66.0 |
3.5 |
7.3 |
|
Receivables and debit balances |
(1.3) |
(0.7) |
14.0 |
0.7 |
1.6 |
|
Long-term deposits and loans |
(0.1) |
0.0 |
0.9 |
0.0 |
0.1 |
|
Credit from banks and others |
2.7 |
1.4 |
(29.8) |
(1.6) |
(3.3) |
|
Trade payables |
28.0 |
14.7 |
(308.5) |
(16.2) |
(34.3) |
|
Other payables |
2.4 |
1.3 |
(26.8) |
(1.4) |
(3.0) |
|
Long-term loans |
12.0 |
6.3 |
(132.1) |
(7.0) |
(14.7) |
|
Fixed rate debentures |
24.7 |
13.0 |
(272.0) |
(14.3) |
(30.2) |
|
Forward |
(64.2) |
(32.5) |
35.1 |
41.0 |
83.8 |
|
Forward transactions hedge accounting |
(27.8) |
(14.5) |
5.4 |
16.0 |
34.0 |
|
Swap |
(29.5) |
(15.5) |
(4.8) |
17.1 |
36.3 |
|
Total |
(59.3) |
(29.7) |
(650.3) |
37.9 |
77.8 |
|
Increase (decrease)
in fair value |
Fair value |
Increase (decrease)
in fair value | |||
|
EUR/USD |
Increase of
10% |
Increase of
5% |
Decrease of
5% |
Decrease of
10% | |
|
Type of instrument |
$ millions | ||||
|
Cash and cash equivalents |
(0.9) |
(0.5) |
10.1 |
0.5 |
1.1 |
|
Short term deposits and loans |
(0.1) |
(0.1) |
1.5 |
0.1 |
0.2 |
|
Trade receivables |
(23.7) |
(12.4) |
260.5 |
13.7 |
28.9 |
|
Receivables and debit balances |
(2.0) |
(1.0) |
21.9 |
1.2 |
2.4 |
|
Long-term deposits and loans |
(0.4) |
(0.2) |
4.5 |
0.2 |
0.5 |
|
Credit from banks and others |
11.1 |
5.8 |
(122.0) |
(6.4) |
(13.6) |
|
Trade payables |
20.4 |
10.7 |
(224.5) |
(11.8) |
(24.9) |
|
Other payables |
7.5 |
3.9 |
(82.4) |
(4.3) |
(9.2) |
|
Long-term loans from banks |
28.4 |
14.9 |
(312.0) |
(16.4) |
(34.7) |
|
Long-term loans with variable interest rates |
33.5 |
17.5 |
(368.1) |
(19.4) |
(40.9) |
|
Forward |
5.9 |
2.8 |
5.4 |
(2.5) |
(4.8) |
|
Total |
79.7 |
41.4 |
(805.1) |
(45.1) |
(95.0) |
ICL
Group Limited 284
|
Increase (decrease)
in fair value |
Fair value |
Increase (decrease)
in fair value | |||
|
GBP/USD |
Increase of
10% |
Increase of
5% |
Decrease of 5% |
Decrease of
10% | |
|
Type of instrument |
$ millions | ||||
|
Cash and cash equivalents |
(1.3) |
(0.7) |
14.6 |
0.8 |
1.6 |
|
Trade receivables |
(5.3) |
(2.8) |
58.5 |
3.1 |
6.5 |
|
Receivables and debit balances |
(0.1) |
(0.1) |
1.2 |
0.1 |
0.1 |
|
Credit from banks and others |
1.7 |
0.9 |
(18.9) |
(1.0) |
(2.1) |
|
Trade payables |
3.0 |
1.6 |
(33.4) |
(1.8) |
(3.7) |
|
Other payables |
0.2 |
0.1 |
(2.6) |
(0.1) |
(0.3) |
|
Long-term loans |
1.5 |
0.8 |
(16.8) |
(0.9) |
(1.9) |
|
Options |
(0.9) |
(0.4) |
0.1 |
0.4 |
0.8 |
|
Forward |
(0.5) |
(0.2) |
(0.3) |
0.4 |
0.8 |
|
Total |
(1.7) |
(0.8) |
2.4 |
1.0 |
1.8 |
|
Increase (decrease)
in fair value |
Fair value |
Increase (decrease)
in fair value | |||
|
BRL/USD |
Increase of
10% |
Increase of
5% |
Decrease of
5% |
Decrease of
10% | |
|
Type of instrument |
$ millions | ||||
|
Cash and cash equivalents |
(5.9) |
(3.1) |
65.3 |
3.4 |
7.3 |
|
Trade receivables |
(32.3) |
(16.9) |
355.4 |
18.7 |
39.5 |
|
Receivables and debit balances |
(0.1) |
0.0 |
0.6 |
0.0 |
0.1 |
|
Trade payables |
8.2 |
4.3 |
(90.7) |
(4.8) |
(10.1) |
|
Long-term deposits and loans |
(0.6) |
(0.3) |
7.0 |
0.4 |
0.8 |
|
Other payables |
1.3 |
0.7 |
(13.9) |
(0.7) |
(1.5) |
|
Long-term loans from banks |
2.3 |
1.2 |
(25.4) |
(1.3) |
(2.8) |
|
Forward |
1.3 |
0.7 |
(0.2) |
(0.7) |
(1.6) |
|
Total |
(25.8) |
(13.4) |
298.1 |
15.0 |
31.7 |
|
Increase (decrease)
in fair value |
Fair value |
Increase (decrease)
in fair value | |||
|
CNY/USD |
Increase of
10% |
Increase of
5% |
Decrease of
5% |
Decrease of
10% | |
|
Type of instrument |
$ millions | ||||
|
Cash and cash equivalents |
(20.9) |
(10.9) |
229.9 |
12.1 |
25.5 |
|
Short term investments and deposits |
(0.4) |
(0.2) |
4.8 |
0.3 |
0.5 |
|
Trade receivables |
(7.1) |
(3.7) |
77.8 |
4.1 |
8.6 |
|
Receivables and debit balances |
(0.1) |
0.0 |
0.9 |
0.0 |
0.1 |
|
Trade payables |
5.2 |
2.7 |
(56.9) |
(3.0) |
(6.3) |
|
Other payables |
1.0 |
0.5 |
(11.2) |
(0.6) |
(1.2) |
|
Long-term loans (CNY) |
2.9 |
1.5 |
(31.4) |
(1.7) |
(3.5) |
|
Total |
(19.4) |
(10.1) |
213.9 |
11.2 |
23.7 |
ICL
Group Limited 285
Interest
Rate Risk
We
have loans bearing variable interest rates that expose our finance expenses and cash flow to changes in interest rates. With respect to
our fixed‑interest loans, there is exposure to changes in the fair value of the loans due to changes in the market interest rate.
From
time to time, we use some hedging transactions to hedge some of the above exposure. The hedging is implemented by using a fixed interest
range and by hedging variable interest.
The
table below sets forth the sensitivity of certain financial instruments to 0.5% and 1% increases and decreases in the USD interest rate
as of December 31, 2024.
|
Increase (decrease)
in fair value |
Fair value |
Increase (decrease)
in fair value | |||
|
Increase of
1% |
Increase of
0.5% |
Decrease of
0.5% |
Decrease of
1% | ||
|
Type of instrument |
$ millions | ||||
|
Fixed-USD interest debentures |
55.4 |
28.5 |
(787.8) |
(30.2) |
(62.3) |
|
NIS/USD swap |
12.7 |
6.4 |
(2.9) |
(6.8) |
(14.0) |
|
Total |
68.1 |
34.9 |
(790.7) |
(37.0) |
(76.3) |
The
table below sets forth the sensitivity of certain financial instruments to 0.5% and 1% increases and decreases in the USD interest rate
as of December 31, 2023.
|
Increase (decrease)
in fair value |
Fair value |
Increase (decrease)
in fair value |
|||
|
Increase of
1% |
Increase of
0.5% |
Decrease of
0.5% |
Decrease of
1% | ||
|
Type of instrument |
$ millions | ||||
|
Fixed-USD interest debentures |
57.9 |
29.8 |
(1,099.8) |
(31.6) |
(65.2) |
|
NIS/USD swap |
15.1 |
7.8 |
(4.8) |
(8.2) |
(16.7) |
|
Total |
73.0 |
37.6 |
(1,104.6) |
(39.8) |
(81.9) |
The
table below sets forth the sensitivity of certain financial instruments to 0.5% and 1% increases and decreases in the NIS interest rate
as of December 31, 2024.
|
Sensitivity to changes in the shekel interest rate
|
Increase (decrease)
in fair value |
Fair value |
Increase (decrease)
in fair value | ||
|
Increase of
1% |
Increase of
0.5% |
Decrease of
0.5% |
Decrease of
1% | ||
|
Type of instrument |
$ millions | ||||
|
Fixed-interest long-term loan |
- |
- |
(116.8) |
- |
- |
|
Fixed rate debentures |
11.3 |
5.8 |
(161.3) |
(6.0) |
(12.4) |
|
NIS/USD swap |
(13.3) |
(6.8) |
(2.9) |
7.1 |
14.8 |
|
Total |
(2.0) |
(1.0) |
(281.0) |
1.1 |
2.4 |
ICL
Group Limited 286
The
table below sets forth the sensitivity of certain financial instruments to 0.5% and 1% increases and decreases in the NIS interest rate
as of December 31, 2023.
|
Sensitivity to changes in the shekel interest rate
|
Increase (decrease)
in fair value |
Fair value |
Increase (decrease)
in fair value | ||
|
Increase of
1% |
Increase of
0.5% |
Decrease of
0.5% |
Decrease of
1% | ||
|
Type of instrument |
$ millions | ||||
|
Fixed-interest long-term loan |
0.2 |
0.1 |
(132.1) |
(0.1) |
(0.2) |
|
Fixed rate debentures |
12.5 |
6.4 |
(272.0) |
(6.7) |
(13.8) |
|
NIS/USD swap |
(15.1) |
(7.8) |
(4.8) |
8.2 |
16.9 |
|
Total |
(2.4) |
(1.3) |
(408.9) |
1.4 |
2.9 |
The
table below sets forth the sensitivity of certain financial instruments to 0.5% and 1% increases and decreases in the Euro interest rate
as of December 31, 2024.
|
Sensitivity to changes in the Euro interest rate
|
Increase (decrease)
in fair value |
Fair value |
Increase (decrease)
in fair value | ||
|
Increase of
1% |
Increase of
0.5% |
Decrease of
0.5% |
Decrease of
1% | ||
|
Type of instrument |
$ millions | ||||
|
Long-term loans from banks and others |
4.0 |
2.0 |
(271.3) |
(2.0) |
(4.1) |
The
table below sets forth the sensitivity of certain financial instruments to 0.5% and 1% increases and decreases in the Euro interest rate
as of December 31, 2023.
|
Sensitivity to changes in the Euro interest rate
|
Increase (decrease)
in fair value |
Fair value |
Increase (decrease)
in fair value | ||
|
Increase of
1% |
Increase of
0.5% |
Decrease of
0.5% |
Decrease of
1% | ||
|
Type of instrument |
$ millions | ||||
|
Long-term loans from banks and others |
6.5 |
3.3 |
(276.7) |
(3.3) |
(6.7) |
Marine
Shipping Price Risk
We
ship substantial amounts of goods worldwide using marine shipments.
Item 12 –
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not
Applicable.
Item 13 –
DEFAULTS, DIVIDEND ARRANGEMENTS AND DELINQUENCIES
Not
Applicable.
ICL
Group Limited 287
Item 14 –
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
Not
Applicable.
Item 15
– CONTROLS AND PROCEDURES
A. DISCLOSURE CONTROLS AND
PROCEDURES
ICL’s
Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of ICL’s disclosure controls and procedures
(as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this annual report, have concluded that, as of such
date, ICL’s disclosure controls and procedures were effective to ensure that the information required in the reports that it files
or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s
rules and forms, and such information is accumulated and communicated to its management, including its chief executive officer and chief
financial officer, as appropriate to allow timely decisions regarding required disclosure.
B. MANAGEMENT’S ANNUAL
REPORT ON INTERNAL CONTROLS OVER FINANCIAL REPORTING
ICL’s
management is responsible for establishing and maintaining adequate internal control over financial reporting. ICL’s internal control
over financial reporting system was designed by, or under the supervision of, the Chief Executive Officer and Chief Financial Officer,
and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of its consolidated financial statements, for external purposes, in accordance with generally accepted accounting
principles. These include those policies and procedures that:
| • |
pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect transactions and dispositions of our assets; |
| • |
provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements, in accordance with generally accepted accounting principles, and that receipts
and expenditures are being made only in accordance with authorization of our management and directors; and |
| • |
provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. |
Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, effective control
over financial reporting cannot, and does not, provide absolute assurance of achieving our control objectives. Also, projections of, and
any evaluation of effectiveness of the internal controls in future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
ICL
Group Limited 288
Our
management, including our Chief Executive Officer and our Chief Financial Officer, assessed the effectiveness of ICL’s internal
control over financial reporting as of December 31, 2024. In making this assessment, our management used the criteria established in Internal
Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission of 2013 (COSO).
Based on such assessment, our management has concluded that, as of December 31, 2024, ICL’s internal control over financial reporting
is effective based on those criteria.
C. Attestation Report of the
Registered Public Accounting Firm
Somekh
Chaikin, member firm of KPMG International, an independent registered public accounting firm, has audited and reported on the effectiveness
of ICL’s internal controls over financial reporting as of December 31, 2024. See Somekh Chaikin’s attestation report on page
F-2 of this annual report.
D. Changes in internal control
over financial reporting
There
has been no identified change in our internal control over financial reporting in connection with the evaluation required by Rules 13a-15
or 15d-15 that occurred during the period covered by this annual report that has materially affected, or is likely to materially affect,
our internal control over financial reporting.
Item 16A
– AUDIT AND ACCOUNTING COMMITTEE FINANCIAL EXPERT
Our
Board of Directors has determined, based on qualification statements delivered to the Company, that each of the members of our Audit and
Accounting Committee, Dr. Miriam Haran, Ms. Dafna Gruber, Mr. Lior Reitblatt and Mr. Gadi Lesin qualify as audit committee financial experts,
as such term is defined in Item 16A(b) of Form 20-F, are financially literate and are independent directors for the purposes Rule of 10A-3
of the Exchange Act and of NYSE trade listing requirements.
Item 16B
– CODE OF CONDUCT
On
February 5, 2024, Our Company launched a new Code of Conduct that applies to our Board of Directors, senior management, contractors, suppliers
and employees, including our Chief Executive Officer, Chief Financial Officer, Controller and any other persons who perform similar functions
for us. Our Code of Conduct is available, on our website, https://www.icl-group.com/our-code-of-conduct/.
We intend to disclose future amendments to our code of conduct, or any waivers of such code, on our website or in public filings. The
reference to our website is intended to be an inactive textual reference and the information on, or accessible through, our website is
not intended to be part of this Annual Report.
ICL
Group Limited 289
Item 16C
– PRINCIPAL ACCOUNTANT FEES AND SERVICES
Somekh
Chaikin, a member firm of KPMG International, located in Tel Aviv, Israel, PCAOB ID 1057, has served as our independent registered public
accounting firm for 2024 and 2023. The following are Somekh Chaikin's and other KPMG participating firms' fees for professional services
in each of the respective fiscal years:
|
2024 |
2023 | |
|
US$ thousands |
US$ thousands |
|
Audit fees(1)
|
4,356
|
4,321 |
|
Audit-related fees(2)
|
87
|
30 |
|
Tax fees(3)
|
1,651 |
1,262 |
|
Total |
6,094 |
5,613 |
(1)
Audit fees are the aggregate fees billed or expected to be billed for the audit of our annual financial statements. This category also
includes services that are generally provided by the independent accountant, such as consents and review of documents filed with the SEC.
(2)
Audit-related Fees are the aggregate fees billed for assurance and related services rendered during the years ended December 31, 2024
and 2023, that are reasonably related to the performance of the audit and are not reported under audit fees.
(3)
Tax fees are the aggregate fees billed for professional services rendered during the years ended December 31, 2024 and 2023, rendered
for tax compliance, tax advice, and tax planning, assistance with tax audits and appeals.
Audit
Committee’s pre-approval policies and procedures
All
services provided by our independent auditors are approved in advance by either the Audit and Accounting Committee or members thereof,
to whom authority has been delegated, in accordance with the Audit and Accounting Committee's pre-approval procedure respecting such services.
Item 16D
– EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
Not
Applicable.
Item 16E
– PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
Not
Applicable.
ICL
Group Limited 290
Item 16F
– CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
Not
Applicable.
Item 16G
– CORPORATE GOVERNANCE
Corporate
Governance Practices
We
are incorporated in Israel and therefore subject to various corporate governance provisions under the Companies Law and the regulations
promulgated thereunder, relating to such matters as external directors, the audit committee, the compensation committee and the internal
auditor. These are in addition to the requirements of the NYSE and relevant provisions of US securities laws that apply to foreign companies
listed for trading in the US.
As
a foreign private issuer whose shares are listed on the NYSE, we have the option to follow certain corporate governance practices that
apply in the country of incorporation of the foreign company, Israel, rather than those of the NYSE, except to the extent that such laws
would be contrary to US securities laws and provided that we disclose the practices that we are not following and describe the home country
practices which we elected to follow instead. We intend to rely on this “foreign private issuer exemption” with respect to
the following NYSE requirements:
| • |
Majority Independent Board. Under
Section 303A.01 of the NYSE Listed Company Manual (the “LCM”), a US domestic listed company, other than a controlled
company, must have a majority of independent directors. |
| • |
Nominating/Corporate Governance
Committee. Under Section 303A.04 of the LCM, a US domestic listed company, other than a controlled company, must have
a nominating/corporate governance committee composed entirely of independent directors. Our controlling shareholder, Israel Corporation,
has significant control over the appointment of our directors (other than external directors). |
| • |
Equity Compensation Plans.
Under Section 303A.08 of the LCM, shareholders must be given the opportunity to vote on all equity‑compensation plans and material
revisions thereto, with certain limited exemptions as described therein. We follow the requirements of the Companies Law, under which
approval of equity compensation plans and material revisions thereto is within the authority of our HR & Compensation Committee and
the Board of Directors. However, under the Companies Law, the award of any compensation to directors, the Chief Executive Officer or a
controlling shareholder or another person in which a controlling shareholder has a personal interest, including the award of equity-based
compensation, generally requires the approval of the compensation committee, the Board of Directors and the shareholders, in that order.
Under the Companies Law, the compensation of directors and officers is generally required to comply with a shareholder‑approved
compensation policy, which is required, among other things, to include a monetary cap on the value of equity compensation that may be
granted to any director or officer. |
ICL
Group Limited 291
| • |
Shareholder Approval of Securities
Issuances. Under Section 312.03 of the LCM, shareholder approval is a prerequisite to (a) issuing ordinary shares, or
securities convertible into or exercisable for ordinary shares, to a related party, a subsidiary, affiliate or other closely related person
of a related party or any company or entity in which a related party has a substantial interest, if the number of ordinary shares to be
issued exceeds either 1% of the number of ordinary shares or 1% of the voting power outstanding before the issuance, and (b) issuing
ordinary shares, or securities convertible into or exercisable for ordinary shares, if the ordinary share has, or will have upon issuance,
voting power equal to or in excess of 20% of the voting power outstanding before the issuance or the number of ordinary shares to be issued
is equal to or in excess of 20% of the number of ordinary shares before the issuance, in each case subject to certain exceptions. We seek
shareholder approval for all corporate actions requiring such approval in accordance with the requirements of the Companies Law, which
are different from the requirements for seeking shareholder approval under Section 312.03 of the LCM. Under the Companies Law, shareholder
approval is a prerequisite to any extraordinary transaction with a controlling shareholder or in which a controlling shareholder has a
personal interest. Under the Companies Law, shareholder approval is also a prerequisite to a private placement of securities if it will
cause a person to become a controlling shareholder or in case all of the following conditions are met: |
| • |
The securities issued amount to 20% or more of the Company’s
outstanding voting rights before the issuance; |
| • |
Some or all of the consideration is other than cash or listed
securities or the transaction is not on market terms; and |
| • |
The transaction will increase the relative holdings of a 5% shareholder
or will cause any person to become, as a result of the issuance, a 5% shareholder. |
Except
as stated above, we intend to comply with the rules applicable to US companies listed on the NYSE. We may decide in the future to use
additional and/or other foreign private issuer exemptions with respect to some or all of the other NYSE listing requirements. Following
governance practices of our home country, Israel, as opposed to the requirements that would otherwise apply to a company listed on the
NYSE, may provide less protection than is accorded to investors under NYSE listing requirements applicable to domestic issuers. For further
information, see “Item 3 - Key Information— D. Risk Factors”.
Item 16H
– MINE SAFETY DISCLOSURE
Not
applicable.
Item 16I –
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not
applicable.
ICL
Group Limited 292
Item 16J – Insider Trading Policy
We have adopted insider trading policies and procedures governing the purchase, sale, and other dispositions of the Company’s securities by directors, senior management and employees, that are reasonably designed to promote compliance with applicable insider trading laws, rules and regulations, and any applicable listing standards. A copy of our insider trading policy is filed as Exhibit 11.1 to this Annual Report.
Item 16K – Cybersecurity
As cyberattacks evolve and become more sophisticated, ICL has had to strengthen its overall resilience, including its prevention, monitoring, mitigation, and remediation efforts. As part of such efforts, ICL routinely reviews, reinforces, and tests its cybersecurity processes and procedures, including its Cyber business continuity plans, through exercises in the areas of cybersecurity.
The outcome of such exercises is an important part of a feedback process designed to improve ICL’s cybersecurity posture and culture and raise the level of cybersecurity awareness and preparedness of certain key personnel. ICL also retains cybersecurity intelligence services, as well as the services of a security operations center that operates 24 hours a day, as part of our incident management process. We also conduct internal and third-party risk assessments of our information systems and networks in cooperation with several leading Israeli and international companies in the field of cybersecurity. As part of our ongoing efforts to strengthen our cybersecurity defenses, in 2019, we began conducting regular Cyber Maturity surveys approximately every 18 months in cooperation with a leading international consulting firm, the last survey taking place in 2024. In addition, we conduct regular penetration tests, the last of which also took place in 2024. ICL is also part of the critical national infrastructure of Israel, and as such, we continuously monitor communications from and cooperate with Israel’s National Cyber Emergency Response Team (“National CERT”), which is part of (the Israel National Cyber Directorate), as well as Israel’s Ministry of Energy and Ministry of Environmental Protection for the purpose of protecting our two critical plants from a variety of risks, including cybersecurity risks. Our Internal Auditor also performs several audits each year on our cybersecurity programs compliance with ICL’s policies and regulations in the field of cybersecurity. Other lines of action also include our management undergoing periodic training and practical drills in cybersecurity approximately every 18 months. These exercises are designed to simulate real-world cyberattacks, allowing our management to enhance their skills and preparedness in handling potential threats.
Cybersecurity risk management is an integral part of our overall enterprise risk management program, which is overseen by the Board of Directors. As part of its enterprise risk management efforts, the Board of Directors also meets with senior management, including the CISO, to assess and respond to critical business risks, including those that may arise from cybersecurity threats and incidents. The CISO meets with our Global Executive Committee (GEC) quarterly and the Board of Directors annually to review and discuss our technology, cybersecurity, and information security strategies and approve our technology, cybersecurity, and information security plans.
ICL Group Limited 293
Item 17 – FINANCIAL STATEMENTS
See “Item 18 - Financial Statements”.
Item 18 – FINANCIAL STATEMENTS
See page FS-1.
Item 19 – EXHIBITS
We have filed certain exhibits to our Form 20-F filed with the SEC, which are available for perusal at: www.sec.gov.
101.INS | XBRL Instance Document |
101.SCH | XBRL Taxonomy Extension Schema Document |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
101.INS | XBRL Instance Document |
ICL Group Limited 294
SIGNATURE
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
ICL Group Ltd. | |||
By: | /s/ Aviram Lahav | ||
Name: | Aviram Lahav | ||
Title: | Chief Financial Officer | ||
ICL Group Ltd. | |||
By: | /s/ Aya Landman | ||
Name: | Aya Landman | ||
Title: | VP, Chief Compliance Officer & Corporate Secretary | ||
Date: March 13, 2025
ICL Group Limited 295
Consolidated Financial Statements as of December 31, 2024
Contents
F - 1
|
|
Somekh Chaikin
KPMG Millennium Tower
17 Ha'arba'a Street, PO Box 609
Tel Aviv 61006 Israel
|
Telephone
Fax
Internet
|
972 3 684 8000
972 3 684 8444
www.kpmg.co.il
|
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
ICL Group Ltd.
Opinions on the Consolidated Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated statements of financial position of ICL Group Ltd. and subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the "consolidated financial statements"). We also have audited the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards"). Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
F - 2
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
F - 3
Useful lives of the long-lived assets associated with Dead Sea Works Ltd. concession
As discussed in Note 18b (1) to the consolidated financial statements, the concession of Dead Sea Works Ltd. (DSW) will end on March 31, 2030. The consolidated financial statements were prepared based on the Company's assumption that it is more likely than not that DSW will continue to operate its long-lived assets for their remaining useful lives, which extend beyond the term of the current concession period, by obtaining the renewed concession or by operating the assets for an alternative holder.
We identified the evaluation of the useful lives of the long-lived assets associated with DSW's concession (hereinafter – the relevant assets) as a critical audit matter. Specifically, challenging auditor judgment was required to evaluate the Company’s determination that the useful lives of the relevant assets exceed the current concession period due to uncertainty relating to concession renewal and to effects from potential changes of the concession holder. Changes in the estimated useful lives of the relevant assets could have a significant effect on the depreciation expenses of these assets.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of an internal control related to the determination of useful lives of the long-lived assets associated with the Dead Sea Works Ltd. concession. We evaluated the Company's estimate regarding the useful lives of the relevant assets by examining its analysis of potential alternatives of operating the assets for an alternative concession holder, as well as considering relevant publicly available information, such as, the Concession Law and the report released by the Israeli Ministry of Finance regarding the actions that the government may take towards the end of the concession period.
Member Firm of KPMG International
We have served as the Company’s auditor since 2006.
March 12, 2025
Somekh Chaikin, a partnership registered under the Israeli partnership
Ordinance, is the Israeli member firm of KPMG International,
a Swiss cooperative.
F - 4
Consolidated Statements of Financial Position as of December 31
|
2024
|
2023
|
||
|
Note
|
$ millions
|
$ millions
|
|
Current assets
|
|||
|
Cash and cash equivalents
|
|
|
|
|
Short-term investments and deposits
|
|
|
|
|
Trade receivables
|
|
|
|
|
Inventories
|
6
|
|
|
|
Prepaid expenses and other receivables
|
7
|
|
|
|
Total current assets
|
|
|
|
|
Non-current assets
|
|||
|
Deferred tax assets
|
15
|
|
|
|
Property, plant and equipment
|
10
|
|
|
|
Intangible assets
|
11
|
|
|
|
Other non-current assets
|
9,16
|
|
|
|
Total non-current assets
|
|
|
|
|
Total assets
|
|
|
|
|
Current liabilities
|
|||
|
Short-term debt
|
13
|
|
|
|
Trade payables
|
|
|
|
|
Provisions
|
17
|
|
|
|
Other payables
|
14
|
|
|
|
Total current liabilities
|
|
|
|
|
Non-current liabilities
|
|||
|
Long-term debt and debentures
|
13
|
|
|
|
Deferred tax liabilities
|
15
|
|
|
|
Long-term employee liabilities
|
16
|
|
|
|
Long-term provisions and accruals
|
17
|
|
|
|
Other
|
|
|
|
|
Total non-current liabilities
|
|
|
|
|
Total liabilities
|
|
|
|
|
Equity
|
|||
|
Total shareholders’ equity
|
19
|
|
|
|
Non-controlling interests
|
|
|
|
|
Total equity
|
|
|
|
|
Total liabilities and equity
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
ICL Group Limited Annual Report 1
Consolidated Statements of Income for the Year Ended December 31
|
2024
|
2023
|
2022
|
||
|
Note
|
$ millions
|
$ millions
|
$ millions
|
|
Sales
|
20
|
|
|
|
|
Cost of sales
|
20
|
|
|
|
|
Gross profit
|
|
|
|
|
|
Selling, transport and marketing expenses
|
20
|
|
|
|
|
General and administrative expenses
|
20
|
|
|
|
|
Research and development expenses
|
20
|
|
|
|
|
Other expenses
|
20
|
|
|
|
|
Other income
|
20
|
(
|
(
|
(
|
|
Operating income
|
|
|
|
|
|
Finance expenses
|
|
|
|
|
|
Finance income
|
(
|
(
|
(
|
|
|
Finance expenses, net
|
20
|
|
|
|
|
Share in earnings of equity-accounted investees
|
|
|
|
|
|
Income before taxes on income
|
|
|
|
|
|
Taxes on income
|
15
|
|
|
|
|
Net income
|
|
|
|
|
|
Net income attributable to the non-controlling interests
|
|
|
|
|
|
Net income attributable to the shareholders of the Company
|
|
|
|
|
|
Earnings per share attributable to the shareholders of the Company:
|
22
|
|||
|
Basic earnings per share (in dollars)
|
|
|
|
|
|
Diluted earnings per share (in dollars)
|
|
|
|
|
|
Weighted-average number of ordinary shares outstanding:
|
22
|
|||
|
Basic (in thousands)
|
|
|
|
|
|
Diluted (in thousands)
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
ICL Group Limited Annual Report 2
Consolidated Statements of Comprehensive Income for
the Year Ended December 31
the Year Ended December 31
|
2024
|
2023
|
2022
|
|
|
$ millions
|
$ millions
|
$ millions
|
|
Net income
|
|
|
|
|
Components of other comprehensive income that will be reclassified subsequently to net income
|
|||
|
Foreign currency translation differences
|
(
|
|
(
|
|
Change in fair value of cash flow hedges transferred to the statement of income
|
|
|
|
|
Effective portion of the change in fair value of cash flow hedges
|
(
|
(
|
(
|
|
Tax relating to items that will be reclassified subsequently to net income
|
(
|
(
|
|
|
(
|
|
(
|
|
|
Components of other comprehensive income that will not be reclassified to net income
|
|||
|
Actuarial gains from defined benefit plans
|
|
|
|
|
Tax relating to items that will not be reclassified to net income
|
(
|
(
|
(
|
|
|
|
|
|
|
Total comprehensive income
|
|
|
|
|
Comprehensive income attributable to the non-controlling interests
|
|
|
|
|
Comprehensive income attributable to the shareholders of the Company
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
ICL Group Limited Annual Report 3
Consolidated Statements of Changes in Equity
|
Attributable to the shareholders of the Company
|
Non-
controlling interests
|
Total
equity
|
|||||||
|
Share
capital
|
Share
premium
|
Cumulative translation adjustment
|
Capital
reserves
|
Treasury
shares,
at cost
|
Retained
earnings
|
Total
shareholders’ equity
|
|||
|
$ millions
|
|||||||||
|
For the year ended December 31, 2024
|
|||||||||
|
Balance as of January 1, 2024
|
|
|
(
|
|
(
|
|
|
|
|
|
Share-based compensation
|
|
|
|
|
|
|
|
|
|
|
Dividends
|
|
|
|
|
|
(
|
(
|
(
|
(
|
|
Comprehensive income
|
|
|
(
|
|
|
|
|
|
|
|
Balance as of December 31, 2024
|
|
|
(
|
|
(
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
ICL Group Limited Annual Report 4
Consolidated Statements of Changes in Equity (cont'd)
|
Attributable to the shareholders of the Company
|
Non-
controlling interests
|
Total
equity
|
|||||||
|
Share
capital
|
Share
premium
|
Cumulative translation adjustment
|
Capital
reserves
|
Treasury
shares,
at cost
|
Retained
earnings
|
Total
shareholders’ equity
|
|||
|
$ millions
|
|||||||||
|
For the year ended December 31, 2023
|
|||||||||
|
Balance as of January 1, 2023
|
|
|
(
|
|
(
|
|
|
|
|
|
Share-based compensation
|
|
|
|
|
|
|
|
|
|
|
Dividends
|
|
|
|
|
|
(
|
(
|
(
|
(
|
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2023
|
|
|
(
|
|
(
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
ICL Group Limited Annual Report 5
Consolidated Statements of Changes in Equity (cont'd)
|
Attributable to the shareholders of the Company
|
Non-
controlling interests
|
Total
equity
|
|||||||
|
Share
capital
|
Share
premium
|
Cumulative translation adjustment
|
Capital
reserves
|
Treasury
shares,
at cost
|
Retained
earnings |
Total
shareholders’ equity |
|||
|
$ millions
|
|||||||||
|
For the year ended December 31, 2022
|
|||||||||
|
Balance as of January 1, 2022
|
|
|
(
|
|
(
|
|
|
|
|
|
Share-based compensation
|
|
|
|
|
|
|
|
|
|
|
Dividends
|
|
|
|
|
|
(
|
(
|
|
(
|
|
Comprehensive income
|
|
|
(
|
(
|
|
|
|
|
|
|
Balance as of December 31, 2022
|
|
|
(
|
|
(
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
ICL Group Limited Annual Report 6
Consolidated Statements of Cash Flows for the Year Ended December 31
|
2024
|
2023
|
2022
|
|
|
$ millions
|
$ millions
|
$ millions
|
|
Cash flows from operating activities
|
|||
|
Net income
|
|
|
|
|
Adjustments for:
|
|||
|
Depreciation and amortization
|
|
|
|
|
Fixed assets impairment
|
|
|
|
|
Exchange rate, interest and derivative, net
|
|
|
|
|
Tax expenses
|
|
|
|
|
Change in provisions
|
(
|
(
|
(
|
|
Other
|
|
|
(
|
|
|
|
|
|
|
Change in inventories
|
(
|
|
(
|
|
Change in trade receivables
|
|
|
(
|
|
Change in trade payables
|
|
(
|
(
|
|
Change in other receivables
|
|
|
(
|
|
Change in other payables
|
|
(
|
|
|
Net change in operating assets and liabilities
|
|
|
(
|
|
Income taxes paid, net of refund
|
(
|
(
|
(
|
|
Net cash provided by operating activities (*)
|
|
|
|
|
Cash flows from investing activities
|
|||
|
Proceeds (payments) from deposits, net
|
|
(
|
(
|
|
Purchases of property, plant and equipment and intangible assets
|
(
|
(
|
(
|
|
Proceeds from divestiture of assets and businesses, net of transaction expenses
|
|
|
|
|
Interest received (*)
|
|
|
|
|
Business combinations
|
(
|
|
(
|
|
Other
|
|
|
|
|
Net cash used in investing activities
|
(
|
(
|
(
|
|
Cash flows from financing activities
|
|||
|
Dividends paid to the Company's shareholders
|
(
|
(
|
(
|
|
Receipts of long-term debt
|
|
|
|
|
Repayments of long-term debt
|
(
|
(
|
(
|
|
Repayments of short-term debt
|
(
|
(
|
(
|
|
Interest paid (*)
|
(
|
(
|
(
|
|
Receipts (payments) from transactions in derivatives
|
(
|
|
|
|
Dividend paid to the non-controlling interests
|
(
|
(
|
|
|
Net cash used in financing activities
|
(
|
(
|
(
|
|
Net change in cash and cash equivalents
|
(
|
|
(
|
|
Cash and cash equivalents as of the beginning of the period
|
|
|
|
|
Net effect of currency translation on cash and cash equivalents
|
(
|
(
|
(
|
|
Cash and cash equivalents as of the end of the period
|
|
|
|
(*) Reclassification - see Note 3 below.
The accompanying notes are an integral part of these consolidated financial statements.
ICL Group Limited Annual Report 7
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 1 – General
| A. |
The Reporting Entity
|
ICL Group Ltd. (hereinafter – the Company), is a company incorporated and domiciled in Israel. The Company's shares are traded on both the Tel-Aviv Stock Exchange (TASE) and the New York Stock Exchange (NYSE) under the ticker: ICL. The address of the Company’s registered headquarters is 23 Aranha St., Tel Aviv, Israel. The Company is a subsidiary of Israel Corporation Ltd., a public company traded on the TASE under the ticker: ILCO:TA. The State of Israel holds a Special State Share in ICL and in some of its subsidiaries, entitling the State the right to safeguard the State of Israel vital interests. For additional information, see Note 19 - Equity.
The Company, together with its subsidiaries, associated companies and joint ventures (hereinafter - the Group or ICL), is a leading specialty minerals group that operates a unique, integrated business model. The Company competitively extracts certain minerals as raw materials and utilizes processing and product formulation technologies to add value to customers in two main end-markets: agriculture and industrial (including food). ICL’s products are used mainly in agriculture, electronics, food, fuel and gas exploration, water purification and desalination, construction, detergents, cosmetics, pharmaceuticals and automotive.
| B. |
Security situation in Israel
|
In October 2023, the Israeli government declared a state of war in response to attacks on its civilians in the south of Israel, which escalated to other areas. The security situation has presented several challenges, including disruptions in supply chains and shipping routes, personnel shortages due to recurring rounds of mobilization for reserve duty, additional costs to protect Company sites/assets, effects of reluctance to perform contractual obligations in Israel during hostilities, various bans and limitations on trade and cooperation with Israel related entities, and fluctuations in foreign currency exchange rates relative to the Israeli shekel. Additionally, regional tensions involving Houthis attacks and threats to commercial vessels have intensified, disrupting shipping routes and commercial shipping arrangements, leading to increased shipping costs.
The Company continues to take measures to ensure the safety of its employees and business partners, as well as the communities in which it operates. It has also implemented supportive measures to accommodate employees called for reserve duty, aiming to minimize any potential impact on its business, and to avoid disruptions to production activities at its facilities in Israel.
The security situation in the last year has not had a material impact on the Company's business results. However, as the developments related to the war, as well as its duration, are unpredictable, the Company is unable to estimate the extent of the war’s potential impact on its future business and results. The Company continuously monitors developments and will take all necessary actions to minimize any negative consequences to its operations and assets.
| C. |
Definitions
|
| 1. |
Subsidiary – a company over which the Company has control and the financial statements of which are fully consolidated with the Company's statements as part of the consolidated financial statements.
|
| 2. |
Investee company – a subsidiary, including a partnership or joint venture which is accounted for using the equity method.
|
| 3. |
Related party – As in IAS 24 (2009), “Related Party Disclosures”.
|
ICL Group Limited Consolidated Financial Statements 8
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 2 - Basis of Preparation of the Financial Statements
| A. |
Statement of compliance with International Financial Reporting Standards
|
The consolidated financial statements were prepared by ICL in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB).
The consolidated financial statements were authorized for issuance by the Company’s Board of Directors on March 12, 2025.
| B. |
Functional and presentation currency
|
The consolidated financial statements are presented in United States Dollars (“US Dollars”; $), which is the functional currency of the Company and have been rounded to the nearest million, except when otherwise indicated. Items included in the consolidated financial statements of the Company are measured using the currency of the primary economic environment in which the individual entity operates (“the functional currency”).
| C. |
Basis of measurement
|
The consolidated financial statements were prepared using the depreciated historical cost basis except for the following assets and liabilities: Financial instruments measured at fair value through profit or loss, investments in associates, deferred tax assets and liabilities, assets and liabilities in respect of employee benefits. For further information regarding the measurement of assets and liabilities, see Note 3.
| D. |
Operating cycle
|
The Company’s regular operating cycle is up to one year. As a result, the current assets and the current liabilities include items for which the realization is intended and anticipated to take place within one year.
| E. |
Use of estimates and judgment
|
The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
The evaluation of accounting estimates used in the preparation of ICL’s Financial Statements requires the Company's management to make assumptions regarding interpretations of laws which apply to the Company, circumstances and events involving considerable uncertainty. The Company's management prepares the estimates based on past experience, various facts, external circumstances, and reasonable assumptions relating to the pertinent circumstances of each estimate. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.
ICL Group Limited Consolidated Financial Statements 9
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 2 - Basis of Preparation of the Financial Statements (cont'd)
| E. |
Use of estimates and judgment (cont'd)
|
Information about assumptions made by ICL with respect to the future and other reasons for uncertainty with respect to estimates that have a significant risk of resulting in a material adjustment to carrying amounts of assets and liabilities in future years are included in the following table:
|
Estimate
|
Principal assumptions
|
Possible effects
|
Reference
|
|
Concessions, permits and business licenses
|
Forecast of obtaining renewed concessions, permits and business licenses which constitute the basis for the Company's continued operations and the Company's expectations regarding the holding of the operating assets by it and / or by a subsidiary until the end of their useful lives
|
Impact on the value of the operation, depreciation periods and residual values of related assets.
|
See Note 3 – Material Accounting Policies and Note 18 -Concessions.
|
|
Recoverable amount of a cash generating unit, among other things, containing goodwill
|
Expected cash-flow forecasts including estimates of mineral reserves, discount rate, market risk and the forecasted growth rate.
|
Change in impairment valuation.
|
See Note 12 - Impairment Testing.
|
|
Probability assessment of contingent and environmental liabilities including cost of waste removal/ restoration
|
Whether it is more likely than not that an outflow of economic resources will be required in respect of potential liabilities under the environmental protection laws and legal claims pending against ICL and the estimation of their amounts. The waste removal/ restoration obligations depend on the reliability of the estimates of future removal costs and interpretation of regulations.
|
A change in the Company's estimated provisions for a claim and/or environmental liability, including waste removal and restoration.
|
See Note 18 - Contingent Liabilities.
|
ICL Group Limited Consolidated Financial Statements 10
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 3 - Material Accounting Policies
The accounting policies in accordance with IFRS are consistently applied by ICL companies for all the periods presented in these consolidated financial statements.
| A. |
Basis for Consolidation
|
1. Business combinations
ICL implements the acquisition method to all business combinations. The acquisition date is the date on which the acquirer obtains control over the acquiree. Control exists when ICL is exposed or has rights to variable returns from its involvement with the acquiree and it could affect those returns through its power over the acquiree. Substantive rights held by ICL and others are considered when assessing control.
| 1. |
Subsidiaries
|
Subsidiaries are entities controlled by ICL. The financial statements of the subsidiaries are included in the consolidated financial statements from the date control commenced until the date control ceases to exist. The financial statements of subsidiaries have been changed when necessary to align them with ICL's accounting policies. All intercompany balances and transactions have been eliminated in consolidation.
| 2. |
Non-controlling interests
|
Non-controlling interests are measured at the date of the business combination at either fair value, or at their proportionate interest in the identifiable assets and liabilities of the acquiree, on a transaction-by-transaction basis.
| B. |
Foreign Currency
|
The Company’s reporting currency is the USD; however, for most operations located in Europe, South America and Asia, the functional currency is the local currency.
The assets and liabilities of foreign operations, including goodwill and fair value adjustments from acquisition, are translated to USD at exchange rates at the reporting date. The income and expenses of foreign operations are translated to USD at exchange rates at the dates of the transactions. Foreign currency differences are recognized in other comprehensive income and are presented in equity in the foreign currency translation reserve (hereinafter –Translation Reserve) until the foreign entity is sold or liquidated. When a foreign operation is disposed of, the cumulative amount in the Translation Reserve is reclassified to profit or loss as a part of the capital gain or loss on disposal.
When the foreign operation is a non-wholly owned subsidiary of the Company, then the relevant proportionate share of the foreign operation translation difference is allocated to the non-controlling interests.
Generally, foreign currency differences from a monetary item receivable from or payable to a foreign operation, including foreign operations that are subsidiaries, are recognized in profit or loss in the consolidated financial statements. Foreign exchange gains or losses arising from a monetary item receivable from or payable to a foreign operation, the settlement of which is neither planned nor likely in the foreseeable future, are considered to form part of a net investment in a foreign operation and are recognized in other comprehensive income and are presented within equity in the Translation Reserve.
ICL Group Limited Consolidated Financial Statements 11
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 3 - Material Accounting Policies (cont'd)
| C. |
Financial Instruments
|
| 1. |
Non-derivative financial assets
|
ICL initially recognizes trade receivables and debt instruments issued on the date that they are originated and for all other financial assets at the trade date in which ICL becomes a party to the contractual provisions of the instrument. A financial asset is initially measured at fair value plus direct transaction costs and is classified according to ICL’s business model.
ICL has balances of trade and other receivables and deposits that are held within a business model whose objective is collecting contractual cash flows, which represent solely payments of principal and interest (for the time value and the credit risk). Accordingly, these financial assets are measured at amortized cost using the effective interest method.
Derecognition of financial assets occurs when the contractual rights of ICL to the cash flows from the asset expire, or when ICL transfers the rights to receive the contractual cash flows and substantially all the risks and rewards of ownership of the financial asset. When ICL retains substantially all the said risks and rewards, it continues to recognize the financial asset.
| 2. |
Non-derivative financial liabilities
|
Non-derivative financial liabilities include bank overdrafts, loans and borrowings from banks and others, marketable debt instruments, lease liabilities, and trade and other payables.
ICL initially recognizes debt securities issued on the date that they originated. All other financial liabilities are recognized initially on the trade date at which ICL becomes a party to the contractual provisions of the instrument. Subsequent to initial recognition these financial liabilities are measured at amortized cost using the effective interest method. Derecognition of the financial liabilities occur when the obligation of ICL, as specified in the agreement, expires or when it is discharged or cancelled.
Change in terms of debt instruments:
A substantial modification of the terms of an existing financial liability or part of it and an exchange of debt instruments having substantially different terms, between an existing borrower and lender is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability at fair value.
In a non-substantial modification of terms (or exchange) of debt instruments, the new cash flows are discounted using the original effective interest rate, and the difference between the present value of the new financial liability and the present value of the original financial liability is recognized in profit or loss. For further information regarding ICL new RCF, see Note 13.
ICL Group Limited Consolidated Financial Statements 12
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 3 - Material Accounting Policies (cont'd)
| C. |
Financial Instruments (cont'd)
|
| 3. |
Derivative financial instruments
|
ICL holds derivative financial instruments to reduce exposure to foreign currency risks, commodity price risks, energy, marine transportation prices and interest. Derivatives are recognized according to fair value and the changes in value are recorded in the statement of income as financing income or expense, except for derivatives used to hedge cash flows (accounting hedging). The attributable transaction costs are recorded in the statement of income as incurred.
Cash flow hedges:
Changes in the fair value of derivatives used to hedge cash flows, in accordance with the effective portion of the hedge, are recorded through other comprehensive income directly in a hedging reserve. With respect to the non‑effective portion, changes in the fair value are recognized in the statement of income. The amount accumulated in the capital reserve is reclassified and included in the statement of income in the same period as the hedged cash flows affected profit or loss under the same line item in the statement of income as the hedged item.
| 4. |
CPI-linked assets and liabilities not measured at fair value
|
The value of index-linked financial assets and liabilities, which are not measured at fair value, is re‑measured every period in accordance with the actual increase/ decrease in the CPI.
| 5. |
Share capital
|
Incremental costs directly attributable to the issue of ordinary shares and share options are recognized as a deduction from equity, net of any tax effects.
Treasury shares - when shares recognized as equity are repurchased by ICL, the amount of the consideration paid, which includes directly attributable costs, net of any tax effects, is recognized as a deduction from equity. Repurchased shares are classified as treasury shares and are presented in the treasury share reserve. When treasury shares are sold or reissued subsequently, the amount received is recognized as an increase in equity, and the resulting surplus on the transaction is carried to share premium, whereas a deficit on the transaction is deducted from retained earnings.
| D. |
Property, plant and equipment
|
| 1. |
Recognition and measurement
|
Property, plant and equipment in the consolidated statements are presented at cost less accumulated depreciation and provision for impairment. The cost includes expenses that can be directly attributed to the acquisition of the asset, including material maintenance expenditures. The cost of assets that were self-constructed includes the cost of the materials and direct labor, as well as any additional costs that are directly attributable to bringing the asset to the required position and condition so that it will be able to function as management intended, as well as an estimate of the costs to dismantle, remove and restore, where there is an obligation for such, and capitalized borrowing costs.
ICL Group Limited Consolidated Financial Statements 13
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 3 - Material Accounting Policies (cont'd)
| D. |
Property, plant and equipment (cont'd)
|
| 2. |
Subsequent Costs (after initial recognition)
|
The cost of replacing part of an item of property, plant and equipment and other subsequent costs is recognized as part of the book value of the item, if it is expected that the future economic benefit inherent therein will flow to ICL and that its cost can be reliably measured. The book value of the part that was replaced is derecognized. Routine maintenance costs are charged to the statement of income as incurred.
| 3. |
Depreciation
|
Depreciation is recorded in the statement of income according to the straight-line method over the estimated useful life of each significant component of the property, plant and equipment items, including material maintenance expenditures. since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset. Owned land is not depreciated.
The estimated useful life is as follows:
|
In Years
|
|
|
Buildings
|
|
|
Technical equipment and machinery (1)
|
|
|
Dikes and evaporating ponds (2)
|
|
|
Other
|
|
(1) Mainly 35 years
(2) Mainly 43 years
The Company reviews, at least at the end of every reporting year, the estimates regarding the depreciation method, useful lives and the residual value, and adjusts them if appropriate. Over the years, the Company has succeeded to extend the useful lives of part of property, plant and equipment items beyond the original estimated useful life, as a result of investments therein, adoption of new technologies, implementation of operational excellence processes and other current, ongoing maintenance thereof.
| E. |
Intangible Assets
|
Intangible assets with a defined useful life, are measured according to cost less accumulated amortization and accumulated losses from impairment. Intangible assets with indefinite useful lives are measured according to cost less accumulated losses from impairment.
| 1. |
Goodwill
|
Goodwill recorded consequent to the acquisition of subsidiaries is presented at cost less accumulated impairment charges, under intangible assets.
ICL Group Limited Consolidated Financial Statements 14
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 3 - Material Accounting Policies (cont'd)
| E. |
Intangible Assets (cont'd)
|
| 2. |
Research and development
|
Expenditures for research activities are expensed as incurred. Development expenditures are recognized as intangible asset only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and ICL has the intention and sufficient resources to complete development and to use or sell the asset.
| 3. |
Amortization
|
Amortization is recorded in the statement of income according to the straight-line method from the date the assets are available for use, over the estimated useful economic life of the intangible assets, except for customer relationships and geological surveys, which are amortized according to the rate of consumption of the economic benefits expected from the asset based on cash flow forecasts.
Goodwill and intangible assets having an indefinite lifespan are not amortized on a systematic basis but, rather, are examined at least once a year for impairment in value. Internally generated intangible assets are not systematically amortized as long as they are not available for use, i.e., they are not yet on site or in working condition for their intended use. Accordingly, these intangible assets, such as development costs, are tested for impairment at least once a year, until such date as they are available for use.
The estimated useful life is as follows:
|
In Years
|
|
|
Concessions and mining rights – over the remaining duration of the rights granted
|
|
|
Trademarks
|
|
|
Technology / patents
|
|
|
Customer relationships
|
|
|
Computer applications
|
|
ICL periodically examines the estimated useful life of an intangible asset that is not amortized, at least once a year, in order to determine if events and circumstances continue to support the determination that the intangible asset has an indefinite life.
Deferred expenses in respect of geological surveys are amortized over their useful life based on a geological estimate of the amount of the material that will be produced from the mining site.
The estimates regarding the amortization method and useful life are reviewed, at a minimum, at the end of every reporting year and are adjusted where necessary. ICL assesses the useful life of the customer relationships on an ongoing basis, based on an analysis of all the relevant factors and evidence, considering the experience the Company has with respect to recurring orders and churn rates and considering the future economic benefits expected to flow to the Company from these customer relationships.
ICL Group Limited Consolidated Financial Statements 15
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 3 - Material Accounting Policies (cont'd)
| F. |
Inventories
|
Inventories are measured at the lower of cost or net realizable value. The cost of the inventories includes the costs of purchasing the inventories and bringing them to their present location and condition. In the case of work in process and finished goods, the cost includes the proportionate part of the manufacturing overhead based on normal capacity. Net realizable value is the estimated selling price in the ordinary course of business, after deduction of the estimated cost of completion and the estimated costs required to execute the sale.
The cost of the inventories of raw and auxiliary materials, maintenance materials, finished goods and goods in process, is determined mainly according to the “moving average” method.
If the benefit from stripping costs (costs of removing waste produced as part of a mine's mining activities during its production stage) is attributable to inventories, the Company accounts for these stripping costs as inventories. In a case where the benefit is improved access to the quarry, the Company recognizes the costs as a non‑current addition to the asset, provided the criteria presented in IFRIC 20 are met. Inventories which are expected to be sold in a period of more than 12 months from the reporting date are presented as non-current inventories, as part of non-current assets.
| G. |
Impairment
|
| 1. |
Non-derivative financial assets
|
Provision for expected credit losses in respect of a financial asset at amortized cost, including trade receivables, is measured at an amount equal to the full lifetime of expected credit losses. Expected credit losses are a probability-weighted estimate of credit losses. With respect to other debt instruments, provision for expected credit losses is measured at an amount equal to 12-month expected credit losses, unless their credit risk has increased significantly since initial recognition. Provision for such losses in respect of a financial asset at amortized cost, is presented net of the gross book value of the asset.
| 2. |
Non-financial assets
|
In each reporting period, an examination is made with respect to whether there are impairment- indicators relating to the value of ICL’s non-financial assets, other than inventories and deferred tax assets. If such indicators exist, the estimated recoverable amount of the asset is calculated. ICL conducts an annual examination, on the same date, of the recoverable amount of goodwill and intangible assets with indefinite useful lives or those that are not available for use – or more frequently if there are indications of impairment. For further information, see Note 12.
The recoverable amount of an asset or a cash-generating unit is the higher of its value in use or the fair value less cost of disposal. When determining the value in use, ICL discounts the anticipated future cash flows according to an after-tax discount rate that reflects the evaluations of the market's participants regarding the time value of money and the specific risks relating to the asset or to the cash-generating unit, in respect of which the future cash flows expected to derive from the asset or the cash-generating unit were not adjusted.
Assets of the Company's headquarters and administrative facilities do not produce separate cash flows and they serve more than one cash-generating unit. Such assets are allocated to cash-generating units on a reasonable and consistent basis and are examined for impairment as part of the examination of impairment of the cash-generating units to which they are allocated.
ICL Group Limited Consolidated Financial Statements 16
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 3 - Material Accounting Policies (cont'd)
H. Employee Benefits
ICL has several post-employment benefit plans. The plans are funded partly by deposits with insurance companies, financial institutions or funds managed by a trustee. The plans are classified as defined contribution plans and as defined benefit plans. For further information, see Note 16.
| 1. |
Defined contribution plans
|
A post-employment benefit plan under which ICL pays fixed contributions into a separate entity and has no legal or constructive obligation to pay further amounts.
ICL’s obligation to deposit in a defined contribution plan is recorded as an expense in the statement of income in the periods in which the employees provided the services.
Retirement benefit plans that are not defined contribution plans:
ICL’s net obligation is calculated for each plan separately, by estimating the future amount of the benefit to which an employee will be entitled as compensation for services in the current and past periods. The benefit is presented at present value after deducting the fair value of the plan's assets.
| 2. |
Defined benefit plans
|
The movement in the net liability in respect of a defined benefit plan that is recognized in every accounting period in the statement of income is comprised of the following: (1) Current service costs; (2) The net financing income (expense); (3) Exchange rate differences; (4) Past service costs and plan reduction.
The difference, as of the date of the report, between the net liability at the beginning of the year plus the movement in the net liability as detailed above, and the actuarial liability less the fair value of the fund assets at the end of the year, reflects the balance of the actuarial income or expenses recognized in other comprehensive income and is recorded in retained earnings.
| 3. |
Early Retirement Payments
|
Early retirement payments are recognized as an expense and as a liability when ICL has clearly undertaken to pay it, without any reasonable chance of cancellation, in respect of termination of employees, before they reach the customary age of retirement according to a formal, detailed plan. The benefits provided to employees upon voluntary retirement are charged when ICL proposes the plan to the employees, it is expected that the proposal will be accepted, and it is possible to reliably estimate the number of employees that will accept the proposal.
| 4. |
Short‑term benefits
|
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided or upon the actual absence of the employee when the benefit is not accumulated (such as maternity leave).
ICL Group Limited Consolidated Financial Statements 17
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 3 - Material Accounting Policies (cont'd)
H. Employee Benefits (cont'd)
| 5. |
Share-based compensation
|
The fair value on the grant date of share-based compensation awards granted to employees is recognized as a salary expense, with a corresponding increase in equity, over the period that the employees become unconditionally entitled to the awards. The amount recognized as an expense in respect of share-based compensation awards that are conditional upon meeting vesting conditions that are service conditions and non-market performance conditions, is adjusted to reflect the number of awards that are expected to vest.
| I. |
Provisions
|
A provision is recognized when ICL has a present legal or implied obligation, as the result of an event that occurred in the past, that can be reliably estimated, and when it is expected that an outflow of economic benefits will be required in order to settle the obligation. In rare cases where it is not possible to estimate the outcome of a potential liability, no provision is recorded in the financial statements.
| 1. |
Provision for environmental costs
|
ICL recognizes a provision for an existing obligation for prevention of environmental pollution and anticipated provisions for costs relating to environmental restoration stemming from past activities.
Costs for preventing environmental pollution that increase the life expectancy or efficiency of a facility are capitalized to the cost of the property, plant and equipment and are depreciated according to the usual depreciation rates used by ICL.
| 2. |
Site restoration
|
A provision for reclamation and restoration of ICL's sites is recognized when the Company has a legal obligation which could arise, among others, from environmental regulations.
| 3. |
Legal claims
|
A provision for legal claims is recognized when ICL has a present legal or constructive obligation as a result of an event that occurred in the past, if it is more likely than not that an outflow of economic resources will be required to settle the obligation and it can be reliably estimated.
| J. |
Revenue Recognition
|
| 1. |
Identifying a contract
|
ICL accounts for a contract with a customer only when the following conditions are met: (a) The parties to the contract have approved the contract and they are committed to satisfying the obligations attributable to them; (b) ICL can identify the rights of each party in relation to the goods that will be transferred; (c) ICL can identify the payment terms for the goods that will be transferred; (d) The contract has a commercial substance (i.e. the risk, timing and amount of the entity’s future cash flows are expected to change as a result of the contract); and (e) It is probable that the consideration, to which ICL is entitled to in exchange for the goods transferred to the customer, will be collected.
ICL Group Limited Consolidated Financial Statements 18
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 3 - Material Accounting Policies (cont'd)
| J. |
Revenue Recognition (cont'd)
|
| 1. |
Identifying a contract (cont'd)
|
For the purpose of clause (e) above, ICL takes into consideration its past experience with the customer, the customer's financial stability information, the status and existence of sufficient collateral and the percentage of advances received.
| 2. |
Identifying performance obligations
|
ICL is a global specialty minerals and chemicals company engaged in the sale of various goods produced in its different segments of operation. ICL's contracts primarily derived from a single performance obligation to deliver the product specified in the contract. For additional information about the Company's products, see note 5 – Operating Segments.
| 3. |
Determining the transaction price
|
ICL's transaction price is the amount of the consideration specified in the contract with the customer, which it expects to be entitled in exchange for the goods promised to the customer, other than amounts collected for third parties. The variable considerations at ICL, which are mainly trade discounts, commercial returns and volume rebates, have no material impact on the Company's financial statements.
| 4. |
Satisfaction of performance obligation
|
Revenue is recognized at the point in time, when the Company transfers control over promised goods to the customer. The transfer of control over goods to a customer generally takes place upon shipment or when accepted by the customer, as provided for in the sales contract.
| 5. |
Payment terms
|
ICL has various payment terms which are aligned with the acceptable commercial conditions in the relevant markets. ICL's policy is to engage in agreements with payment terms not exceeding one year and applies the practical expedient to not separate a significant financing component where the difference between the time of receiving payment and the time of transferring the goods to the customer is one year or less.
| K. |
Government grants
|
Government grants are recognized initially at fair value when there is reasonable assurance that they will be received, and the Group will comply with the conditions associated with the grant. Unconditional government grants are recognized when the Group is entitled to receive them.
ICL Group Limited Consolidated Financial Statements 19
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 3 - Material Accounting Policies (cont'd)
| L. |
Leases
|
Determining whether an arrangement contains a lease
On the inception date of the lease, ICL determines whether the arrangement is a lease or contains a lease, while examining if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
For lease contracts that contain non-lease components, such as services or maintenance, that are related to a lease component, ICL accounts for the contract as a single lease component without separating the components.
ICL has elected to apply the practical expedient by which short-term leases of up to one year and/or leases in which the underlying asset has a low value, are recognized in profit or loss on a straight-line basis, over the lease term, without recognizing an asset and/or liability in the statement of financial position.
The lease term is the non-cancellable period of the lease plus periods covered by an extension or termination option if it is reasonably certain that the lessee will or will not exercise the option, respectively.
Variable lease payments that depend on an index or a rate, are initially measured using the index or rate existing at the commencement of the lease and are included in the measurement of the lease liability. When the cash flows of future lease payments change as the result of a change in an index or a rate, the balance of the liability is adjusted against the right-of-use asset. Other variable lease payments that are not included in the measurement of the lease liability are recognized in profit or loss in the period in which the event or condition that triggers payment occurs.
| M. |
Financing Income and Expenses
|
Financing income includes income from interest on amounts invested, gains from derivative financial instruments recognized in the statement of income, foreign currency gains and financing income recorded in relation to employee benefits. Interest income is recognized as accrued, using the effective interest method.
Financing expenses include interest on loans received, securitization transaction costs, losses from derivative financial instruments, changes due to the passage of time in liabilities in respect of defined benefit plans for employees less interest income deriving from plan assets of a defined benefit plan for employees and losses from exchange rate differences.
Gains and losses from exchange rate differences and derivative financial instruments are reported on a net basis.
In the consolidated statements of cash flows, interest received is presented as cash flow from investing activities, and interest paid is presented as cash flow used in finance activities. Dividends paid are presented as part of cash flows from financing activity. For further information, see Note 3(P) below.
ICL Group Limited Consolidated Financial Statements 20
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 3 - Material Accounting Policies (cont'd)
| N. |
Taxes on Income
|
Taxes on income (including surplus profit levy on natural resources) contain current and deferred taxes, that are recognized in profit or loss, unless they relate to a business combination or are recognized directly in equity or in other comprehensive income when they relate to items recognized directly in equity or in other comprehensive income.
A provision for uncertain tax positions, including additional tax and interest expenses, is recognized when it is more likely than not that ICL will have to pay the obligation.
The Company does not recognize deferred taxes for the following temporary differences: initial recognition of goodwill and differences deriving from investments in subsidiaries, if it is not expected that they will reverse in the foreseeable future and if ICL controls the date the provision will reverse, whether via sale or distribution of a dividend. Deferred taxes in respect of intra-company transactions in the consolidated financial statements are recorded according to the tax rate applicable to the buying company.
Deferred tax assets are examined at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.
Current and deferred tax assets and liabilities are offset if there is a legally enforceable right and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle on a net basis.
ICL could become liable for additional taxes in the case of distribution of intercompany dividends between ICL's companies. These additional taxes are not included in the financial statements as ICL's companies decided not to cause distribution of a dividend that involves additional taxes to the paying company in the foreseeable future. In cases where an investee company is expected to distribute a dividend involving additional tax, the Company records a reserve for expected additional taxes.
O. Amendments to standards and interpretations that have not yet been adopted
IFRS 18, presentation and disclosure in the financial statements
This standard replaces the international accounting standard IAS 1 Presentation of financial statements. In addition, income statement items will be classified into three defined categories: operating, investment and financing. The standard also includes a requirement to provide a separate disclosure in the financial statements regarding the use of management-defined performance measures ("non-GAAP" measures), and specific instructions were added for the grouping and splitting of items in the financial statements and in the notes. IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027, with an option for early adoption. The Company is examining the effects of the Amendment on the financial statements with no plans for early adoption.
ICL Group Limited Consolidated Financial Statements 21
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 3 - Material Accounting Policies (cont'd)
| O. |
Amendments to standards and interpretations that have not yet been adopted (cont'd)
|
Amendments to IFRS 9, Financial Instruments, and IFRS 7, Financial Instruments: Disclosures
The amendments provide clarifications relating to the date of recognition and derecognition of financial instruments. In accordance with the amendments, an exception is added regarding the timing of derecognizing financial liabilities settled by electronic cash transfers, as well as clarification relating to disclosure requirements for financial instruments with contingent features that are not directly related to changes in the basic risks/cost of the instrument.
The amendments are effective for annual reporting periods beginning on or after January 1, 2026. The Company is examining the effects of the Amendment on the financial statements with no plans for early adoption.
P. Reclassification
The Company made a number of insignificant adjustments to the classification of comparative figures in order to adjust them to the manner of classification in the current financial statements. The said reclassifications have no effect on the total profit (loss).
Nonetheless, commencing with the second quarter of 2024, management decided to reclassify interest received as cash flows from investing activities and interest paid as cash flows from financing activities, instead of under cash provided by operating activities. Management believes that the revised classification provides a more comprehensive view of the financing cost and the nature of financing transactions. Comparative figures have been retrospectively adjusted in the statement of cash flows to reflect this policy change.
ICL Group Limited Consolidated Financial Statements 22
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 4 - Determination of Fair Values
As part of the accounting policies and disclosures, ICL is required to determine the fair value of both financial and non-financial assets and liabilities. The fair values have been determined for measurement and/or disclosure purposes based on the methods described below. Further information about the assumptions made in determining the fair values is disclosed in the notes specific to that asset or liability.
| A. |
Investments in equity securities
|
The fair value of investments in equity instruments classified as fair value through other comprehensive income - investments in equity instruments and as fair value through profit and loss, is determined based on their market price at date of the report.
| B. |
Derivatives
|
The fair value of forward contracts on foreign currency is determined by averaging the exchange rate and the appropriate interest coefficient for the period of the transaction and the relevant currency index. The fair value of interest rate swap contracts is determined by discounting the estimated amount of the future cash flows based on the terms and length of period to maturity of each contract, while using market interest rates of similar instruments at the date of measurement. Future contracts on energy and marine shipping prices are presented at fair value based on quotes of the prices of products on an ongoing basis. The reasonableness of the fair value is examined by comparing it to banks’ quotations.
| C. |
Liabilities in respect of debentures
|
The fair value of liabilities including debentures is determined for disclosure purposes only and is calculated based on the present value of future cash flows in respect of the principal and interest components, discounted at the market rate of interest as of the reporting date. The fair value of marketable debentures is determined based on the stock market prices as of the date of the report.
ICL Group Limited Consolidated Financial Statements 23
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 5 - Operating Segments
A. General
1. Information on operating segments
ICL is a global specialty minerals company operating bromine, potash and phosphate mineral value chains in a unique, integrated business model. Our operations are organized under four segments: Industrial Products, Potash, Phosphate Solutions and Growing Solutions.
Industrial Products – The Industrial Products segment produces bromine derived from a solution that is a by‑product of the potash production process in Sodom, Israel, as well as bromine‑based compounds. Industrial Products uses most of the bromine it produces for its own production of bromine compounds at its production sites in Israel, the Netherlands and China. In addition, the Industrial Products segment produces several grades of salt, magnesium chloride and some other specialty mineral products. Industrial Products is also engaged in the production and marketing of phosphorous-based flame retardants and additional phosphorus‑based products.
Potash – The Potash segment produces and sells primarily potash, salt, magnesium, as well as electricity. Potash is produced in Israel and Spain using an evaporation process to extract potash from the Dead Sea in Israel, and from conventional mining of an underground mine in Spain. The segment also produces and sells pure magnesium and magnesium alloys, as well as chlorine and sylvinite. In addition, the segment sells salt products produced at its potash site in Spain. The Company operates a power plant in Sodom which supplies electricity to ICL companies in Israel (as well as surplus electricity to external customers) and steam to all facilities at the Sodom site.
Phosphate Solutions – The Phosphate Solutions segment is based on a phosphate value chain which uses phosphate commodity products, such as phosphate rock and fertilizer-grade phosphoric acid (“green phosphoric acid”), to produce specialty products with higher added value. The segment also produces and markets phosphate-based fertilizers. Phosphate rock is mined and processed from open pit mines, three of which are located in the Negev Desert in Israel, while the fourth is situated in Yunnan province in China. Sulphuric acid, green phosphoric acid and phosphate fertilizers are also produced in the facilities in Israel and China.
The Phosphate Solutions segment manufactures pure phosphoric acid by purifying green phosphoric acid. Pure phosphoric acid and green phosphoric acid are used to manufacture downstream products with high added value, such as phosphate salts and acids, for a wide range of food and industrial applications. Phosphate salts and acids are used in various industrial end markets such as oral care, cleaning products, paints and coatings, energy storage solutions, water treatment, asphalt modification, construction, metal treatment and more. The segment's products for the food industry include functional food ingredients and phosphate additives which provide texture and stability solutions for processed meat, meat alternatives, poultry, seafood, dairy products, beverages and baked goods. In addition, the segment supplies pure phosphoric acid to ICL’s specialty fertilizers business.
ICL Group Limited Consolidated Financial Statements 24
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 5 - Operating Segments (cont’d)
A. General (cont’d)
1. Information on operating segments (cont'd)
Growing Solutions – The Growing Solutions segment aims to achieve global leadership in plant nutrition markets by enhancing its positions in its core markets of specialty agriculture, ornamental horticulture, turf and landscaping, targeting high-growth markets such as Brazil, India and China, by leveraging its unique R&D capabilities, substantial agronomic experience, global footprint, backward integration to potash, phosphate and polysulphate and chemistry know-how, as well as its ability to integrate and generate synergies from acquired businesses.
ICL is continuously working to expand its broad portfolio of specialty plant nutrition, plant stimulation and plant health solutions, which consists of enhanced efficiency and controlled release fertilizers (CRF), water soluble fertilizers (WSF), liquid fertilizers and straights (MKP/MAP/PeKacid), FertilizerpluS, soil and foliar micronutrients, secondary nutrients, biostimulants, soil conditioners, seed treatment products, and adjuvants.
The Growing Solutions segment develops, manufactures, markets and sells its products globally, mainly in South America, Europe, Asia, North America and Israel. It produces water soluble specialty fertilizers in Belgium, Israel and Spain, organic, ornamental horticulture, turf and landscaping products in the UK and the Netherlands, liquid fertilizers in Israel, Spain and China, straights soluble fertilizers in China and Israel, controlled‑release fertilizers in the Netherlands, Brazil and the US, FertilizerpluS products in the UK, the Netherlands and Germany, as well as secondary nutrients, biostimulants, soil conditioners, seed treatment products, and adjuvants in Brazil.
Other Activities – Other business activities include, among other things, ICL’s innovative arm, promoting innovation, developing new products and services, as well as digital platforms and technological solutions for farmers and agronomists. This category includes Growers and Agmatix, innovative start-ups that are developing agricultural data processing and analysis capabilities for the future of agriculture. In alignment with the Company’s efficiency plan, which includes a change of reporting responsibilities as of January 2024, the results of a non-phosphate related business were allocated from the Phosphate Solutions segment to Other Activities. Comparative figures have been restated to reflect the organizational change in the reportable segments. These activities are not presented as reportable segments as they do not meet the required quantitative thresholds.
2. Segment capital investments
Capital investments made by the segments for each of the reporting periods include mainly property, plant and equipment as well as intangible assets acquired in the ordinary course of business and as part of business combinations.
3. Inter–segment transfers and unallocated income (expenses)
Segment revenue, expenses and results include inter-segment transfers, which are based on transactions prices in the ordinary course of business. This is aligned with reports that are regularly reviewed by the Chief Operating Decision Maker. Inter-segment transfers are eliminated as part of the financial statements' consolidation process.
ICL Group Limited Consolidated Financial Statements 25
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 5 - Operating Segments (cont’d)
A. General (cont’d)
3. Inter–segment transfers and unallocated income (expenses) (cont'd)
The Segment profit is measured based on the operating income, without the allocation of certain expenses to the operating segments, as presented in the reports regularly reviewed by the Chief Operating Decision Maker. This is the basis for analyzing segment results, since management believes that it is the most relevant measure for the assessment of such results.
ICL Group Limited Consolidated Financial Statements 26
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 5 - Operating Segments (cont’d)
B. Operating segment data
|
Industrial Products
|
Potash
|
Phosphate Solutions
|
Growing Solutions
|
Other
Activities
|
Reconciliations
|
Consolidated
|
|
|
$ millions
|
|||||||
|
For the year ended December 31, 2024
|
|||||||
|
Sales to external parties
|
|
|
|
|
|
|
|
|
Inter-segment sales
|
|
|
|
|
|
(
|
|
|
Total sales
|
|
|
|
|
|
(
|
|
|
Cost of sales
|
|
|
|
|
|
(
|
|
|
Segment operating income (loss)
|
|
|
|
|
(
|
(
|
|
|
Other expenses not allocated to the segments
|
(
|
||||||
|
Operating income
|
|
||||||
|
Financing expenses, net
|
(
|
||||||
|
Share in earnings of equity-accounted investees
|
|
||||||
|
Income before income taxes
|
|
||||||
|
Depreciation, amortization and impairment
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
|
|
|
|
|
|
|
Capital expenditures as part of business combination
|
|
|
|
|
|
|
|
ICL Group Limited Consolidated Financial Statements 27
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 5 - Operating Segments (cont’d)
B. Operating segment data (cont'd)
|
Industrial Products
|
Potash
|
Phosphate Solutions
|
Growing Solutions
|
Other
Activities
|
Reconciliations
|
Consolidated
|
|
|
$ millions
|
|||||||
|
For the year ended December 31, 2023
|
|||||||
|
Sales to external parties
|
|
|
|
|
|
|
|
|
Inter-segment sales
|
|
|
|
|
|
(
|
|
|
Total sales
|
|
|
|
|
|
(
|
|
|
Cost of sales
|
|
|
|
|
|
(
|
|
|
Segment operating income (loss)
|
|
|
|
|
(
|
(
|
|
|
Other expenses not allocated to the segments
|
(
|
||||||
|
Operating income
|
|
||||||
|
Financing expenses, net
|
(
|
||||||
|
Share in earnings of equity-accounted investees
|
|
||||||
|
Income before income taxes
|
|
||||||
|
Depreciation and amortization
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
|
|
|
|
|
|
ICL Group Limited Consolidated Financial Statements 28
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 5 - Operating Segments (cont'd)
B. Operating segment data (cont'd)
|
Industrial Products
|
Potash
|
Phosphate Solutions
|
Growing Solutions
|
Other
Activities
|
Reconciliations
|
Consolidated
|
|
|
$ millions
|
|||||||
|
For the year ended December 31, 2022
|
|||||||
|
Sales to external parties
|
|
|
|
|
|
|
|
|
Inter-segment sales
|
|
|
|
|
|
(
|
|
|
Total sales
|
|
|
|
|
|
(
|
|
|
Cost of sales
|
|
|
|
|
|
(
|
|
|
Segment operating income (loss)
|
|
|
|
|
(
|
(
|
|
|
Other income not allocated to the segments
|
|
||||||
|
Operating income
|
|
||||||
|
Financing expenses, net
|
(
|
||||||
|
Share in earnings of equity-accounted investees
|
|
||||||
|
Income before income taxes
|
|
||||||
|
Depreciation and amortization
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
|
|
|
|
|
|
ICL Group Limited Consolidated Financial Statements 29
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 5 - Operating Segments (cont'd)
C. Information based on geographical location
The following table presents the distribution of ICL's sales by geographical location of the customer:
|
2024
|
2023
|
2022
|
||||
|
$
millions
|
% of
sales
|
$
millions
|
% of
sales
|
$
millions
|
% of
sales
|
|
|
Brazil
|
|
|
|
|
|
|
|
USA
|
|
|
|
|
|
|
|
China
|
|
|
|
|
|
|
|
United Kingdom
|
|
|
|
|
|
|
|
Germany
|
|
|
|
|
|
|
|
Spain
|
|
|
|
|
|
|
|
Israel
|
|
|
|
|
|
|
|
France
|
|
|
|
|
|
|
|
India
|
|
|
|
|
|
|
|
Netherlands
|
|
|
|
|
|
|
|
All other
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
ICL Group Limited Consolidated Financial Statements 30
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 5 - Operating Segments (cont'd)
| C. |
Information based on geographical location (cont'd)
|
The following table presents the distribution of the operating segments sales by geographical location of the customer:
|
Industrial Products
|
Potash
|
Phosphate Solutions
|
Growing Solutions
|
Other
Activities
|
Reconciliations
|
Consolidated
|
|
|
$ millions
|
|||||||
|
For the year ended December 31, 2024
|
|||||||
|
Europe
|
|
|
|
|
|
(
|
|
|
Asia
|
|
|
|
|
|
(
|
|
|
South America
|
|
|
|
|
|
(
|
|
|
North America
|
|
|
|
|
|
(
|
|
|
Rest of the world
|
|
|
|
|
|
(
|
|
|
Total
|
|
|
|
|
|
(
|
|
|
Industrial Products
|
Potash
|
Phosphate Solutions
|
Growing Solutions
|
Other
Activities
|
Reconciliations
|
Consolidated
|
|
|
$ millions
|
|||||||
|
For the year ended December 31, 2023
|
|||||||
|
Europe
|
|
|
|
|
|
(
|
|
|
Asia
|
|
|
|
|
|
(
|
|
|
South America
|
|
|
|
|
|
(
|
|
|
North America
|
|
|
|
|
|
(
|
|
|
Rest of the world
|
|
|
|
|
|
(
|
|
|
Total
|
|
|
|
|
|
(
|
|
ICL Group Limited Consolidated Financial Statements 31
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 5 - Operating Segments (cont'd)
| C. |
Information based on geographical location (cont'd)
|
The following table presents the distribution of the operating segments sales by geographical location of the customer: (cont'd)
|
Industrial Products
|
Potash
|
Phosphate Solutions
|
Growing Solutions
|
Other
Activities
|
Reconciliations
|
Consolidated
|
|
|
$ millions
|
|||||||
|
For the year ended December 31, 2022
|
|||||||
|
Europe
|
|
|
|
|
|
(
|
|
|
Asia
|
|
|
|
|
|
(
|
|
|
South America
|
|
|
|
|
|
(
|
|
|
North America
|
|
|
|
|
|
(
|
|
|
Rest of the world
|
|
|
|
|
|
(
|
|
|
Total
|
|
|
|
|
|
(
|
|
ICL Group Limited Consolidated Financial Statements 32
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 5 - Operating Segments (cont'd)
| C. |
Information based on geographical location (cont'd)
|
The following table presents the distribution of the Company’s sales by geographical location of the main facilities from which they were produced.
|
For the year ended December 31
|
|||
|
2024
|
2023
|
2022
|
|
|
$ millions
|
$ millions
|
$ millions
|
|
|
Israel
|
|
|
|
|
Europe
|
|
|
|
|
South America
|
|
|
|
|
North America
|
|
|
|
|
Asia
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
Intercompany sales
|
(
|
(
|
(
|
|
Total
|
|
|
|
The following table presents operating income by geographical location of the assets from which it was produced:
|
For the year ended December 31
|
|||
|
2024
|
2023
|
2022
|
|
|
$ millions
|
$ millions
|
$ millions
|
|
|
Israel
|
|
|
|
|
Asia
|
|
|
|
|
South America
|
|
|
|
|
Europe
|
(
|
|
|
|
North America
|
(
|
|
|
|
Other
|
|
|
|
|
Intercompany eliminations
|
(
|
(
|
(
|
|
Total
|
|
|
|
ICL Group Limited Consolidated Financial Statements 33
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 5 - Operating Segments (cont'd)
C. Information based on geographical location (cont'd)
The following table present the non-current assets by geographical location of the assets (*)
|
As of December 31
|
||
|
2024
|
2023
|
|
|
$ millions
|
$ millions
|
|
|
Israel
|
|
|
|
Europe
|
|
|
|
North America
|
|
|
|
Asia
|
|
|
|
South America
|
|
|
|
Other
|
|
|
|
Total
|
|
|
(*) Mainly consist of property, plant and equipment, intangible assets and non-current inventories.
Note 6 – Inventories
|
As of December 31
|
||
|
2024
|
2023
|
|
|
$ millions
|
$ millions
|
|
|
Finished products
|
|
|
|
Raw materials
|
|
|
|
Work in progress
|
|
|
|
Spare parts
|
|
|
|
Total inventories
|
|
|
|
Of which:
|
||
|
Non-current inventories - mainly raw materials (presented as non-current assets)
|
|
|
|
Current inventories
|
|
|
Note 7 - Prepaid expenses and other receivables
|
As of December 31
|
||
|
2024
|
2023
|
|
|
$ millions
|
$ millions
|
|
|
Government institutions
|
|
|
|
Current tax assets
|
|
|
|
Prepaid expenses
|
|
|
|
Derivative instruments
|
|
|
|
Receivables from equity-accounted investees sale
|
|
|
|
Other
|
|
|
|
|
|
ICL Group Limited Consolidated Financial Statements 34
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 8 - Investments in Subsidiaries
| A. |
Non-controlling interests in subsidiaries
|
The following tables present information with respect to non-controlling interests in a subsidiary, YPH (at the rate of 50 %), before elimination of inter-company transactions. The information includes fair value adjustments that were made on the acquisition date, other than goodwill and presented without adjustments for the ownership rates held by the Company.
|
As of December 31
|
||
|
2024
|
2023
|
|
|
$ millions
|
$ millions
|
|
|
Current assets
|
|
|
|
Non-current assets
|
|
|
|
Current liabilities
|
(
|
(
|
|
Non-current liabilities
|
(
|
(
|
|
Equity
|
(
|
(
|
|
For the year ended December 31
|
|||
|
2024
|
2023
|
2022
|
|
|
$ millions
|
$ millions
|
$ millions
|
|
|
Sales
|
|
|
|
|
Operating Income
|
|
|
|
|
Depreciation and amortization
|
|
|
|
|
Operating income before depreciation and amortization
|
|
|
|
|
Net Income
|
|
|
|
|
Total Comprehensive income
|
|
|
|
B. Business Acquisition and Divestiture
| (1) |
In the beginning of 2024, the Company completed the acquisition of Nitro 1000, a manufacturer, developer and provider of biological crop inputs in Brazil, for a consideration of $
|
| (2) |
In July 2024, the Company completed the acquisition of Custom Ag Formulators (hereinafter - CAF), a North American provider of agriculture formulations and products customized for growers, for a total consideration of $
|
ICL Group Limited Consolidated Financial Statements 35
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 9 – Other non-current assets
|
As of December 31
|
||
|
2024
|
2023
|
|
|
$ millions
|
$ millions
|
|
|
Surplus in employees' defined benefit plans (1)
|
|
|
|
Non-current inventories
|
|
|
|
Receivables from equity-accounted investees sale
|
|
|
|
Long term deposits
|
|
|
|
Investments in equity-accounted investees
|
|
|
|
Derivative designated as a cash flow hedge
|
|
|
|
Other
|
|
|
|
|
|
| (1) |
See Note 16.
|
ICL Group Limited Consolidated Financial Statements 36
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 10 - Property, Plant and Equipment
| A. |
Composition
|
|
Land and buildings
|
Technical equipment and machinery
|
Dikes and evaporating ponds (3)
|
Plants under construction (1)
|
Other
|
Right of use
asset (2)
|
Total
|
|
|
$ millions
|
|||||||
|
Cost
|
|||||||
|
Balance as of January 1, 2024
|
|
|
|
|
|
|
|
|
Additions in respect of business combinations
|
|
|
|
|
|
|
|
|
Additions
|
|
|
|
|
|
|
|
|
Disposals
|
(
|
(
|
(
|
|
(
|
(
|
(
|
|
Translation differences
|
(
|
(
|
(
|
(
|
(
|
(
|
(
|
|
Balance as of December 31, 2024
|
|
|
|
|
|
|
|
|
Accumulated depreciation
|
|||||||
|
Balance as of January 1, 2024
|
|
|
|
|
|
|
|
|
Additions in respect of business combinations
|
|
|
|
|
|
|
|
|
Depreciation (3)
|
|
|
|
|
|
|
|
|
Impairment
|
|
|
|
|
|
|
|
|
Disposals
|
(
|
(
|
(
|
|
(
|
(
|
(
|
|
Translation differences
|
(
|
(
|
(
|
|
(
|
(
|
(
|
|
Balance as of December 31, 2024
|
|
|
|
|
|
|
|
|
Depreciated balance as of December 31, 2024
|
|
|
|
|
|
|
|
| (1) |
The additions are presented net of items whose construction has been completed and therefore have been reclassified to other categories in “property, plant and equipment”.
|
| (2) |
The total additions were recorded against lease liabilities under IFRS 16.
|
| (3) |
Depreciation expenses allocation in the amount of $
|
ICL Group Limited Consolidated Financial Statements 37
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 10 - Property, Plant and Equipment (cont’d)
| A. |
Composition (cont'd)
|
|
Land and buildings
|
Technical equipment and machinery
|
Dikes and evaporating ponds (3)
|
Plants under construction (1)
|
Other
|
Right of use asset (2)
|
Total
|
|
|
$ millions
|
|||||||
|
Cost
|
|||||||
|
Balance as of January 1, 2023
|
|
|
|
|
|
|
|
|
Additions
|
|
|
|
(
|
|
|
|
|
Disposals
|
(
|
(
|
|
(
|
(
|
(
|
(
|
|
Translation differences
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2023
|
|
|
|
|
|
|
|
|
Accumulated depreciation
|
|||||||
|
Balance as of January 1, 2023
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
|
|
|
|
|
|
Disposals
|
(
|
(
|
|
|
(
|
(
|
(
|
|
Translation differences
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2023
|
|
|
|
|
|
|
|
|
Depreciated balance as of December 31, 2023
|
|
|
|
|
|
|
|
| (1) |
The additions are presented net of items for which construction has been completed and, accordingly, were reclassified to other categories in the “property, plant and equipment” section.
|
| (2) |
The total additions were recorded against lease liabilities (IFRS 16).
|
| (3) |
The Company conducted a useful life evaluation of Property, Plant and Equipment at its facilities in Israel. As a result,
|
ICL Group Limited Consolidated Financial Statements 38
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 11 - Intangible Assets
| A. |
Composition
|
|
Goodwill
|
Concessions and mining rights
|
Trademarks
|
Technology / patents
|
Customer relationships
|
Computer
application
|
Others
|
Total
|
|
|
$ millions
|
||||||||
|
Cost
|
||||||||
|
Balance as of January 1, 2024
|
|
|
|
|
|
|
|
|
|
Additions in respect of business combinations
|
|
|
|
|
|
|
|
|
|
Additions
|
|
|
|
|
|
|
|
|
|
Disposals
|
|
|
|
|
|
(
|
(
|
(
|
|
Translation differences
|
(
|
(
|
(
|
(
|
(
|
(
|
(
|
(
|
|
Balance as of December 31, 2024
|
|
|
|
|
|
|
|
|
|
Amortization
|
||||||||
|
Balance as of January 1, 2024
|
|
|
|
|
|
|
|
|
|
Amortization for the year
|
|
|
|
|
|
|
|
|
|
Retirements
|
|
|
|
|
|
(
|
(
|
(
|
|
Translation differences
|
(
|
|
(
|
(
|
(
|
(
|
(
|
(
|
|
Balance as of December 31, 2024
|
|
|
|
|
|
|
|
|
|
Amortized Balance as of December 31 ,2024
|
|
|
|
|
|
|
|
|
ICL Group Limited Consolidated Financial Statements 39
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 11 - Intangible Assets (cont'd)
| A. |
Composition (cont’d)
|
|
|
Goodwill
|
Concessions and mining rights
|
Trademarks
|
Technology / patents
|
Customer relationships
|
Computer
application
|
Others
|
Total
|
|
|
$ millions
|
||||||||
|
Cost
|
||||||||
|
Balance as of January 1, 2023
|
|
|
|
|
|
|
|
|
|
Additions
|
|
|
|
|
|
|
|
|
|
Disposals
|
|
|
|
|
|
(
|
|
(
|
|
Translation differences
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2023
|
|
|
|
|
|
|
|
|
|
Amortization
|
||||||||
|
Balance as of January 1, 2023
|
|
|
|
|
|
|
|
|
|
Amortization for the year
|
|
|
|
|
|
|
|
|
|
Translation differences
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2023
|
|
|
|
|
|
|
|
|
|
-
|
||||||||
|
Amortized Balance as of December 31 ,2023
|
|
|
|
|
|
|
|
|
ICL Group Limited Consolidated Financial Statements 40
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 11 - Intangible Assets (cont'd)
| B. |
Total book value of intangible assets having defined useful lives and those having indefinite useful lives are as follows:
|
|
As of December 31
|
||
|
2024
|
2023
|
|
|
$ millions
|
$ millions
|
|
|
Intangible assets having a defined useful life
|
|
|
|
Intangible assets having an indefinite useful life
|
|
|
|
|
|
Note 12 - Impairment Testing
Impairment testing for intangible assets with an indefinite useful life
Goodwill and intangible assets with an indefinite lifespan are not amortized on a systematic basis but, rather, are examined at least once a year for impairment.
The goodwill is not monitored for internal reporting purposes and, accordingly, it is allocated to the Company’s operating segments. The impairment test of the carrying amount of goodwill is conducted accordingly.
For impairment testing purpose, the trademarks with indefinite useful life were allocated to the cash-generating units, which represent the lowest level within the Company.
The carrying amounts of intangible assets with an indefinite useful life are as follows:
|
As of December 31
|
||
|
2024
|
2023
|
|
|
$ millions
|
$ millions
|
|
|
Goodwill
|
||
|
Phosphate Solutions
|
|
|
|
Industrial Products
|
|
|
|
Growing Solutions
|
|
|
|
Potash
|
|
|
|
Other
|
|
|
|
|
|
|
|
Trademarks
|
|
|
|
|
|
ICL Group Limited Consolidated Financial Statements 41
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 12 - Impairment Testing (cont’d)
Impairment testing for intangible assets with an indefinite useful life (cont’d)
In the third quarter of 2024, the Company conducted its annual impairment test of goodwill and did not identify any impairment. The recoverable amount of the operating segments was determined based on their value in use, which is based on an internal valuation of the discounted future cash flows generated from the continuing operations of the operating segments.
The future cash flow of each operating segment was based on the segment approved five-year plan, which includes segment estimations for revenues, operating income and other factors, such as working capital and capital expenditures. The segments' projections were based, among other on the assumed sales volume growth rates according to long-term expectations, internal selling prices and raw materials prices based on external data sources, when applicable and relevant.
The key assumptions used to calculate the operating segments' recoverable amounts are a nominal after‑tax discount rate of 9.5 % and a long‑term growth rate of 2.45 %, reflecting the industries and markets in which the Company is engaged.
ICL Group Limited Consolidated Financial Statements 42
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 13 - Credit from Banks and Others
| A. |
Composition
|
|
As of December 31
|
||
|
2024
|
2023
|
|
|
$ millions
|
$ millions
|
|
|
Short-term debt
|
||
|
From financial institutions
|
|
|
|
Current maturities of:
|
||
|
Debentures
|
|
|
|
Long-term loans from financial institutions
|
|
|
|
Lease Liability
|
|
|
|
|
|
|
|
Total Short-Term debt
|
|
|
|
Long- term debt and debentures
|
||
|
Long term lease liability
|
|
|
|
Loans from financial institutions
|
|
|
|
|
|
|
|
Marketable debentures
|
|
|
|
Non-marketable debentures
|
|
|
|
|
|
|
|
|
|
|
|
Less – current maturities of:
|
||
|
Debentures
|
|
|
|
Long-term loans from financial institutions
|
|
|
|
Lease liability
|
|
|
|
|
|
|
|
Total Long- term debt and debentures
|
|
|
For further information, see Note 21.
ICL Group Limited Consolidated Financial Statements 43
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 13 - Credit from Banks and Others (cont’d)
| B. |
Yearly movement in Credit from Banks and Others (*)
|
|
As of December 31
|
||
|
2024
|
2023
|
|
|
$ millions
|
$ millions
|
|
|
Balance as of January 1
|
|
|
|
Changes from financing cash flows
|
||
|
Receipt of long-term debts
|
|
|
|
Repayment of long-term debt
|
(
|
(
|
|
Repayment of short-term credit
|
(
|
(
|
|
Interest paid
|
(
|
(
|
|
Receipt from transaction in derivatives, net
|
(
|
|
|
Total net financing cash flows
|
(
|
(
|
|
Initial recognition of lease liability
|
|
|
|
Interest expenses
|
|
|
|
Effect of changes in foreign exchange rates
|
(
|
|
|
Change in fair value of derivatives
|
|
|
|
Other changes
|
(
|
(
|
|
Balance as of December 31
|
|
|
(*) The balance includes Short-term debt, loans and debentures, derivatives on loans and debentures, and interest payables.
ICL Group Limited Consolidated Financial Statements 44
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 13 - Credit from Banks and Others (cont'd)
| C. |
Sale of receivables under securitization transaction
|
In September 2020, the Company and certain subsidiaries (hereinafter – the Subsidiaries) signed a series of agreements regarding a securitization transaction with three international banks (hereinafter – the Lending Banks) for the sale of their trade receivables to a special company which was established specifically for this purpose (hereinafter – the Acquiring Company).
The new securitization agreements were signed with a committed amount of $300 million and an additional uncommitted amount of $100 million, maturing in September 2025 (hereinafter – the Agreements). The Agreements replaced the prior securitization agreements, which expired in September 2020, and have very similar structure and terms.
The Company's policy is to utilize the securitization limit based on its cash flow needs, alternative financing sources and market conditions. According to the Agreements, the Company undertook to comply with a financial covenant according to which the ratio of net debt to EBITDA will not exceed 4.75 . If the Company fails to meet this ratio, the Acquiring Company can discontinue acquiring new trade receivables (without affecting existing acquisitions). As of the reporting date, the Company complies with the financial covenant, as described in 13(E) below.
The Acquiring Company finances acquisition of the debts through a loan received from a financial institution unrelated to the Company. The Subsidiaries are entitled to sell their trade receivables to the Acquiring Company during a period of five years from the closing date of the transaction, with both parties having the option to notify for the transaction's cancellation, at the end of each year. Once the Company has transferred its trade receivables, it no longer has the right to sell them to another party. The selling price of the trade receivables is the amount of the debt sold, less the calculated interest cost based on the expected period between the sale date of the customer debt and its repayment date. Upon acquisition of the debt, the Acquiring Company pays part of the debt price in cash and the remainder in a subordinated note, which is paid after collection of the debt sold. The rate of the cash consideration varies depending on the composition and behavior of the customer portfolio. The Subsidiaries continue to handle the collection of the trade receivables included in the securitization transaction, on behalf of the Acquiring Company.
In addition, the Agreements set several conditions regarding the quality of the customer portfolios, which give the Lending Banks the option of terminating the undertaking or excluding the subsidiaries whose customer portfolios do not meet the conditions set forth in the Agreements.
The trade receivables are fully presented in the Company's statements of financial position and the receipts received from the Acquiring Company are presented as a financial liability under short-term credit. As of December 31, 2024, utilization of the securitization facility within this framework amounted to $176 million (December 31, 2023 - $182 million).
ICL Group Limited Consolidated Financial Statements 45
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 13 - Credit from Banks and Others (cont'd)
| D. |
Information on material loans and debentures outstanding as of December 31, 2024:
|
|
Instrument type
|
Loan date
|
Original principal (millions)
|
Currency
|
Carrying amount
($ millions)
|
Interest rate
|
Principal repayment date
|
Additional information
|
|
Debentures - Series F
|
May 2018, December 2020
|
|
US Dollar
|
|
|
|
(2), (3)
|
|
Debentures - Series G
|
January/May 2020
|
|
Israeli Shekel
|
|
|
(annual installment)
|
Partially repaid
(3), (4)
|
|
Debentures (private offering) – 3 series
|
January 2014
|
|
US Dollar
|
|
|
|
(1)
|
|
Sustainability linked loan (SLL)
|
September 2021
|
|
Euro
|
|
|
|
(5)
|
|
Loan - European Bank
|
September 2021
|
|
Euro
|
|
|
|
ICL Group Limited Consolidated Financial Statements 46
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 13 - Credit from Banks and Others (cont'd)
| D. |
Information on material loans and debentures outstanding as of December 31, 2024: (cont’d)
|
|
Additional Information:
| (1) |
In January 2024, the Company repaid $
|
| (2) |
In June 2024, Fitch Ratings reaffirmed the Company’s long-term issuer default rating and senior unsecured rating at 'BBB-'. The outlook on the long-term issuer default rating is stable.
|
| (3) |
In July 2024, S&P credit rating reaffirmed the Company’s international credit rating and senior unsecured rating of 'BBB-'. In addition, the S&P Maalot credit rating agency reaffirmed the Company’s credit rating of 'ilAA' with a stable rating outlook.
|
| (4) |
In December 2024, the Company repaid NIS
|
| (5) |
The loan includes three sustainability performance targets: (1) an annual 4% to 5% reduction in direct and indirect Scope 1 and Scope 2 CO2 emissions resulting from ICL global operations.(2) Through 2025, the Company is committed to adding a significant number of Tfs (Together for Sustainability) qualified vendors each year who meet criteria of management, environment, health and safety, labor and human rights, ethics, and governance and (3) for female to hold at least
|
| (6) |
As of December 31, 2024, the Company is in compliance with all its financial covenants set forth in its financing agreements. See item F below.
|
ICL Group Limited Consolidated Financial Statements 47
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 13 - Credit from Banks and Others (cont'd)
| E. |
Credit facilities:
|
|
Issuer
|
Group of international banks
|
|
Date of the credit facility
|
|
|
Date of credit facility termination
|
|
|
The amount of the credit facility
|
|
|
Credit facility has been utilized
|
|
|
Interest rate
|
Up to 33% use of credit: Euribor/ SOFR + 0.69%.
From 33% to 66% use of credit: Euribor/ SOFR + 0.89%
66% or more use of credit: Euribor/ SOFR + 1.04%
|
|
Loan currency type
|
|
|
Pledges and restrictions
|
|
|
Non-utilization fee
|
|
| (1) |
In April 2023, the Company entered into a Sustainability-Linked Revolving Credit Facility Agreement between ICL Finance B.V., as borrower, and a consortium of twelve international banks for $
|
| (2) |
In line with ICL’s strategic commitment to sustainability, the Sustainability-Linked RCF follows ICL’s initial Sustainability-Linked Term Loan dated September 2021. The Sustainability-Linked RCF includes three Key Performance Indicators (KPIs) which have been designed to align with ICL’s sustainability goals: a reduction in Absolute Scope 1 & 2 GHG Emissions; an increase in the percentage of female representation among senior ICL management; and an increase in the number of valid TfS (Together for Sustainability initiative) scorecards obtained for ICL Group suppliers. Each of these goals will be assessed regularly during the term of the Sustainability-Linked RCF through third-party verification of ICL’s performance in these areas.
|
ICL Group Limited Consolidated Financial Statements 48
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 13 - Credit from Banks and Others (cont'd)
| F. |
Restrictions on the Group relating to the receipt of credit
|
As part of the loan agreements the Company has signed, various restrictions apply including sustainability performance targets and financial covenants, a cross‑default mechanism and a negative pledge.
Set forth below is information regarding the financial covenants applicable to the Company as part of the loan agreements and the compliance therewith. For the Company’s sustainability performance targets see item D(5) above.
Financial Covenants:
|
Financial Covenants (1)(2)
|
Financial Ratio Required under the Agreement
|
Financial Ratio December 31,
|
|
2024
|
|
Total shareholder's equity
|
Equity above $2,000 million
|
$
|
|
Ratio of EBITDA to the net interest expenses
|
Equal to or above 3.5
|
|
|
Ratio of the net financial debt to EBITDA
|
Less than 3.5
|
|
|
Ratio of certain subsidiaries loans to the total assets of the consolidated company
|
Less than 10%
|
|
| (1) |
The examination of compliance with the financial covenants is based on the Company's consolidated financial statements. As of December 31, 2024, the Company complies with all of its financial covenants.
|
| (2) |
The EBITDA calculation for the financial covenants, which amounted to $
|
| G. |
Pledges and Restrictions Placed in Respect of Liabilities
|
| (1) |
The Company has undertaken various obligations in respect of loans and credit lines from banks, including a negative pledge, whereby the Company committed, among other things, in favor of the lenders, to limit guarantees and indemnities to third parties (other than guarantees in respect of subsidiaries) up to an agreed amount of $
|
| (2) |
As of December 31, 2024, the total guarantees provided by the Company amounted to $
|
ICL Group Limited Consolidated Financial Statements 49
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 14 – Other Payables
|
As of December 31
|
||
|
2024
|
2023
|
|
|
$ millions
|
$ millions
|
|
|
Employees
|
|
|
|
Current tax liabilities
|
|
|
|
Accrued expenses
|
|
|
|
Governmental (mainly in respect of royalties)
|
|
|
|
Income received in advance
|
|
|
|
Derivative instruments
|
|
|
|
Others
|
|
|
|
|
|
| (1) |
Including post-employment liabilities in the amount of $
|
Note 15 - Taxes on Income
| A. |
Taxation of companies in Israel
|
The current and deferred taxes expenses of Israeli entities are booked under the applicable tax rates below:
| 1. |
Income tax rate
|
The Israeli statutory primary income tax rate is 23 %.
| 2. |
Tax benefits under the Israeli Law for the Encouragement of Capital Investments, 1959 (hereinafter – the Encouragement Law)
|
| a) |
Beneficiary Enterprises
|
The production facilities of some of the Company’s subsidiaries in Israel (hereinafter – the Subsidiaries) have received “Beneficiary Enterprise” status under the Encouragement law after Amendment No. 60 to the Law was published in April 2005. The main benefit granted to the Subsidiaries is a preferred tax rate. From the year 2022, “Beneficiary Enterprise” tax benefits to the Subsidiaries have been discontinued.
A company which had a “Beneficiary Enterprise” that distributes a dividend out of exempt income, will be subject to corporate tax in the year in which the dividend is distributed on the amount distributed, at the tax rate applicable under the Encouragement Law in the year in which the exempted income was generated, had it not been exempt from tax. In addition, a withholding tax will be applied at the applicable rate to the distribution.
ICL Group Limited Consolidated Financial Statements 50
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 15 - Taxes on Income (cont'd)
| A. |
Taxation of companies in Israel (cont'd)
|
|
| 2. |
Tax benefits under the Israeli Law for the Encouragement of Capital Investments, 1959 (cont'd)
|
| a) |
Beneficiary Enterprise (cont'd)
|
In November 2021, the Israeli Economic Efficiency Law for the years 2021 and 2022 was published, which consists of numerous legislative amendments and arrangements, including an amendment to Section 74 of the Encouragement Law, (hereinafter - the amendment). The amendment stipulates that in any dividend distribution from companies holding accumulated profits that were exempt from tax until their distribution as a dividend ("trapped earnings"), a certain part of the distribution will be considered a distribution of those trapped earnings, which will be fully taxed upon release.
As of December 31, 2024, the Company's “trapped earnings” balance was about 950 NIS million (approximately $260 million). The Company estimates that its remaining “trapped earnings” are not expected to be distributed and therefore no deferred tax liability accrual was booked.
| b) |
Preferred Enterprises
|
In December 2010, the Israeli Knesset approved the Economic Policy Law for 2011‑2012, whereby the Encouragement law, was amended (hereinafter – the Amendment). The Amendment is effective from January 1, 2011 and its provisions apply to preferred income, derived or accrued by a Preferred Enterprise, as defined in the Amendment, in 2011 and thereafter.
The Amendment does not apply to an Industrial Enterprise that is a mine, or any other facility for production of minerals or a facility for exploration of fuel. Therefore, ICL plants that are defined as mining plants and mineral producers will not be able to take advantage of the tax rates included as part of the Amendment.
The tax rates applicable to Preferred Enterprises in Israel:
| 1) |
Preferred Enterprises located in Development Area A –
|
| 2) |
Preferred Enterprises located in the rest of the country –
|
ICL Group Limited Consolidated Financial Statements 51
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 15 - Taxes on Income (cont'd)
| A. |
Taxation of companies in Israel (cont'd)
|
|
| 2. |
Tax benefits under the Israeli Law for the Encouragement of Capital Investments, 1959 (cont'd)
|
b) Preferred Enterprises (cont'd)
In November 2015, the Knesset passed the Economic Efficiency Law, which expanded the exception to all of the Enterprise’s activities up to the time of the first marketable product (for additional details – see Section 4 below). However, tax benefits to which a Beneficiary Plant was entitled were not cancelled in respect of investments made up to December 31, 2012. Therefore, such plants are able to utilize the tax benefits in respect of such investments, in accordance with the provisions of the old law.
It is further provided in the Amendment that tax will not apply to a dividend distributed out of preferred income to a shareholder that is an Israeli‑resident company. A dividend distributed out of preferred income to a shareholder that is an individual or a foreign resident is subject to tax at a rate of 20%, unless a lower tax rate applies under a relevant treaty for prevention of double taxation.
| 3. |
The Law for the Encouragement of Industry (Taxation), 1969
|
| a) |
Some of the Company’s Israeli subsidiaries are “Industrial Enterprise”, as defined in the abovementioned law. In respect of buildings, machinery and equipment owned and used by any "Industrial Enterprise", the Company is entitled to claim accelerated depreciation as provided by the Income Tax Regulations – Adjustments for Inflation (Depreciation Rates), 1986 which allow accelerated depreciation to any "Industrial Enterprise" as of the tax year in which each asset is first placed in service.
|
| b) |
The Industrial Enterprises owned by some of the Company's Israeli subsidiaries have a common line of production or similar industrial branch activity and, therefore, they file, together with the Company, a consolidated tax return in accordance with Section 23 of the Law for the Encouragement of Industry. Accordingly, each of the said companies is entitled to offset its tax losses against the taxable income of the other companies.
|
| 4. |
Taxation of Profits Natural Resources
|
The government take on natural resources in Israel includes three elements: Royalties, Corporate Income Tax and Surplus Profit Levy. The highlights of the Law are set forth below:
| 4.1 |
Royalties
|
In accordance with the Mines Ordinance, the rate of the royalties, in connection with resources produced from the quarries, will be 5%. For production of phosphates, according to the Mines Ordinance (Third Addendum A), the royalty rate is 5% of the value of the quarried material.
In accordance with the Israeli Dead Sea Concession Law, 1961, the royalty rate for potash, bromine and magnesium is 5% of the value of the sold quantity.
ICL Group Limited Consolidated Financial Statements 52
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 15 - Taxes on Income (cont'd)
| A. |
Taxation of companies in Israel (cont'd)
|
|
| 4. |
Taxation of Profits Natural Resources (cont'd)
|
| 4.2 |
Imposition of Surplus Profit Levy
|
The Law for Taxation of Profits from Natural Resources (hereinafter – the Law), is effective since January 1, 2016. The law is applied for the bromine, phosphate and magnesium minerals from 2016 and for potash from 2017. The tax base, which will be calculated for every mineral separately, is the mineral’s operating income, in accordance with the accounting statement of income, to which certain adjustments will be made.
The taxable profit is based on the first traded product mineral operating income, as adjusted, after a deduction of 5% of the mineral’s year end working capital, and an amount that reflects a yield of 14% on the value of property, plant and equipment used for production and sale of the quarried material.
On the tax base, as stated, a progressive tax will be imposed at a rate to be determined based on the yield in that year. For a yield between 14% and 20%, Natural Resources Tax will be imposed at the rate of 25%, while yield in excess of 20% will be subject to Natural Resources Tax at the rate of 42%. In years in which the Natural Resources Tax base is negative, the negative amount will be carried forward from year to year and will constitute a tax shield in the succeeding tax year. The above computations, including the right to use prior years’ losses, are made separately, without considering setoffs, for each natural resource production and sale activity.
Limitations on the Natural Resources Tax – the Natural Resources Tax will only apply to profits deriving from the actual production and sale of each of the following resources: potash, bromine, magnesium and phosphates, and not to the profits deriving from the downstream industrial activities. Calculation of the Natural Resources Tax will be made separately for every mineral mining concession. Nonetheless, regarding magnesium, it was provided that commencing from 2017, upon sale of Carnalite by DSW to magnesium and reacquisition of a Sylvinite by‑product by DSW, magnesium will charge DSW $100 per tonne of potash, which is produced from the Sylvinite (linked to the CPI).
A mechanism was provided for determination of the market price, with respect to transactions in natural resources executed between related parties in Israel, as well as a mechanism for calculation of the manner for costs allocation between the production and sale of the natural resource, on the one hand, and the downstream activities, on the other hand.
Regarding the bromine resource, the sale price of bromine sold to related parties, in and outside of Israel, who use the bromine for bromine compounds manufacturing activities, shall be, in each tax year, the higher of:
| 1) |
Actual price in the sale transaction.
|
| 2) |
A price which will provide an operating profit for the bromine compounds manufacturer of
|
ICL Group Limited Consolidated Financial Statements 53
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 15 - Taxes on Income (cont'd)
| A. |
Taxation of companies in Israel (cont'd)
|
|
| 4. |
Taxation of Profits Natural Resources (cont'd)
|
| 4.2 |
Imposition of Surplus Profit Levy: (cont'd)
|
Regarding the phosphate resource, the sale price of phosphate sold to related parties for purposes of downstream manufacturing activities shall be, in each tax year, the higher of:
| 1) |
Actual price in the sale transaction.
|
| 2) |
A price which will keep an operating profit with the downstream products manufacturer of
|
| 3) |
The production and operating costs attributable to a unit of phosphate.
|
Amendment number 3 to the Law
In November 2021, Amendment number 3 to the Law was approved by the Israeli Kneset, according to which the arrangement of tax collection will be altered so that companies will be required to pay 75% of the disputed tax, after objecting to a tax assessment by appeal to the district court, and prior to a Court ruling. Prior to this amendment, the full payment of the Surplus Profit Levy in dispute was not required until a Court ruling is rendered.
Assessment agreement - Surplus Profit Levy
In June 2022, a settlement agreement was signed with the Israeli Tax Authority which provides final assessments for the tax years 2016-2020, as well as outlines understandings for the calculation of the surplus profit levy for the years from 2021 onwards. As a result, in 2022 the Company recorded tax expenses for prior years in the amount of about $188 million.
| 4.3 |
Corporate income Tax:
|
The Law for Encouragement of Capital Investments was revised such that the definition of a “Plant for Production of Quarries” will include all the plant’s activities up to production of the first marketable natural resource of potash, bromine, magnesium and phosphates. Accordingly, activities involved with production of the first traded resource will not be entitled to tax benefits under the Law, whereas activities relating to downstream products, such as bromine compounds, acids, fertilizers, etc. will be entitled to tax benefits under the Law.
The Natural Resource Tax will be deductible from the Company's taxable income and the Company will pay the Corporate Tax on the balance as is customary in Israel.
ICL Group Limited Consolidated Financial Statements 54
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 15 - Taxes on Income (cont'd)
| B. |
Taxation of non-Israeli subsidiaries
|
Subsidiaries incorporated outside of Israel are assessed for tax under the tax laws in their countries of residence(3). The principal tax rates applicable to the major subsidiaries outside Israel are as follows:
|
Country
|
Tax rate
|
Note
|
|
Brazil
|
|
|
|
Germany
|
|
|
|
United States
|
|
(1)
|
|
Netherlands
|
|
|
|
Spain
|
|
|
|
China
|
|
|
|
United Kingdom
|
|
(2)
|
| (1) |
The tax rate is an estimated average and includes federal and states tax. Different rate may apply in each specific year, as a result of different allocation of income between the different states.
|
| (2) |
The tax rate in the UK was increased from 19% to 25% since April 1, 2023.
|
| (3) |
In accordance with the legislation of BEPS Pillar 2 which entered into effect in 2024, there are several territories in which the Company operates, where the local tax rate may require a supplement to a minimum taxation of 15%. Based on the Company estimation, no material impact is expected on its results from the above legislation.
|
| C. |
Carried forward tax losses
|
As of December 31, 2024, the balances of the carryforward tax losses of subsidiaries for which deferred taxes were recorded, is about $515 million (December 31, 2023 – about $476 million).
As of December 31, 2024, the balances of the carryforward tax losses to future years of subsidiaries for which deferred taxes were not recorded, is about $263 million (December 31, 2023 – about $206 million).
As of December 31, 2024, the capital losses for tax purposes available for carryforward to future years for which deferred taxes were not recorded is about $159 million (December 31, 2023 – about $152 million).
| D. |
Tax assessment
|
The Company and the main operational companies in Israel, have received final tax assessments up to and including 2019. The main subsidiaries outside of Israel have final tax assessments up to and including 2015 - 2020.
ICL Group Limited Consolidated Financial Statements 55
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 15 - Taxes on Income (cont'd)
| E. |
Deferred income taxes
|
1. The composition of the deferred taxes and the changes therein, are as follows:
|
In respect of financial position
|
In respect
of carry
forward
tax losses
|
Total
|
||||
|
Depreciable
property,
plant and
equipment
and
intangible
assets
|
Inventories
|
Provisions
for
employee
benefits
|
Other
|
|||
|
$ millions
|
||||||
|
Balance as of January 1, 2023
|
(
|
|
|
|
|
(
|
|
Changes in 2023:
|
||||||
|
Amounts recorded in the statement of income
|
(
|
(
|
(
|
(
|
|
(
|
|
Amounts recorded to a capital reserve
|
|
|
(
|
(
|
|
(
|
|
Translation differences
|
(
|
|
|
|
|
|
|
Balance as of December 31, 2023
|
(
|
|
|
|
|
(
|
|
Changes in 2024:
|
||||||
|
Amounts recorded in the statement of income
|
(
|
(
|
|
|
|
|
|
Amounts recorded to a capital reserve
|
|
|
(
|
|
|
(
|
|
Translation differences
|
|
(
|
(
|
(
|
(
|
(
|
|
Balance as of December 31, 2024
|
(
|
|
|
|
|
(
|
2. The currencies in which the deferred taxes are denominated:
|
As of December 31
|
||
|
2024
|
2023
|
|
|
$ millions
|
$ millions
|
|
|
Israeli Shekels
|
(
|
(
|
|
Euro
|
|
|
|
Brazilian Real
|
|
|
|
British Pound
|
|
|
|
U.S Dollar
|
|
|
|
Other
|
|
|
|
(
|
(
|
ICL Group Limited Consolidated Financial Statements 56
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 15 - Taxes on Income (cont'd)
| F. |
Taxes on income included in the income statements
|
| 1. |
Composition of income tax expenses (income)
|
|
For the year ended December 31
|
|||
|
2024
|
2023
|
2022
|
|
|
$ millions
|
$ millions
|
$ millions
|
|
|
Current taxes
|
|
|
|
|
Deferred taxes
|
(
|
|
|
|
Taxes in respect of prior years
|
|
(
|
|
|
|
|
|
* The tax expenses for 2024 derived mainly from the Israeli and Chinese companies.
| 2. |
Theoretical tax
|
Following is a reconciliation of the theoretical tax expense, assuming all income is taxed at the regular tax rates in Israel (see A(2) above) and the tax expense presented in the statements of income:
|
For the year ended December 31
|
|||
|
2024
|
2023
|
2022
|
|
|
$ millions
|
$ millions
|
$ millions
|
|
|
Income before taxes on income, as reported in the statements of income
|
|
|
|
|
Statutory tax rate (in Israel)
|
|
|
|
|
Theoretical tax expense
|
|
|
|
|
Add (less) – the tax effect of:
|
|||
|
Surplus Profit Levy tax
|
|
|
|
|
Reduced tax due to tax benefits
|
(
|
(
|
(
|
|
Differences deriving from additional deduction and different tax rates applicable to foreign subsidiaries
|
(
|
(
|
|
|
Tax on dividend
|
|
|
|
|
Deductible temporary differences and their reversal (including carryforward losses) for which deferred taxes assets were not recorded and non–deductible expenses
|
|
|
(
|
|
Taxes in respect of prior years*
|
|
(
|
|
|
Differences in measurement basis
|
|
|
(
|
|
Other differences
|
|
|
|
|
Taxes on income included in the income statements
|
|
|
|
* For 2022, included the settlement agreement related to surplus profit levy, as described above.
ICL Group Limited Consolidated Financial Statements 57
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 15 - Taxes on Income (cont'd)
| G. |
Taxes on income relating to items recorded in equity
|
|
For the year ended December 31
|
|||
|
2024
|
2023
|
2022
|
|
|
$ millions
|
$ millions
|
$ millions
|
|
|
Tax recorded in other comprehensive income
|
|||
|
Actuarial gains from defined benefit plan
|
(
|
(
|
(
|
|
Change in fair value of hedging derivatives
|
(
|
(
|
|
|
Taxes in respect of exchange rate differences on equity loan to a subsidiary included in translation adjustment
|
|
(
|
(
|
|
Total
|
|
(
|
(
|
Note 16 - Employee Benefits
| A. |
Composition
|
Composition of employee benefits:
|
As of December 31
|
||
|
2024
|
2023
|
|
|
$ millions
|
$ millions
|
|
|
Fair value of plan assets
|
|
|
|
Termination benefits
|
(
|
(
|
|
Defined benefit obligation
|
(
|
(
|
|
(
|
(
|
Composition of fair value of the plan assets:
|
As of December 31
|
||
|
2024
|
2023
|
|
|
$ millions
|
$ millions
|
|
|
Equity instruments
|
||
|
With quoted market price
|
|
|
|
Without quoted market price
|
|
|
|
|
|
|
|
Debt instruments
|
||
|
With quoted market price
|
|
|
|
Without quoted market price
|
|
|
|
|
|
|
|
Deposits with insurance companies
|
|
|
|
|
|
ICL Group Limited Consolidated Financial Statements 58
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 16 - Employee Benefits (cont'd)
| B. |
Severance Pay
|
| 1. |
Israeli companies
|
The labor laws in Israel require the Company to pay severance pay to employees who were dismissed or have retired (including those who left the Company in other specific circumstances). The liability for the payment of severance pay is calculated according to the labor agreements in effect on the basis of salary components which, in the opinion of Company management, create an obligation to pay severance pay.
The Company has two severance pay plans: one plan according to the provisions of section 14 of the Severance Pay Law, which is accounted for as a defined contribution plan; and the other for employees to whom section 14 does not apply, which is accounted for as a defined benefit plan. The Company’s liability in Israel for the payment of severance pay to employees is mostly covered by current deposits in the names of the employees in recognized pension and severance pay funds, and by the acquisition of insurance policies, which are accounted for as plan assets.
| 2. |
Certain subsidiaries outside Israel
|
In countries wherein subsidiaries operate that have no law requiring payment of severance pay, the subsidiaries have not recorded a provision in the financial statements for possible eventual future severance payments to employees, except in cases where part of the activities of the enterprise is discontinued and, as a result, the employees are dismissed.
| C. |
Pension and Early Retirement
|
| (1) |
|
| (2) |
Some subsidiaries have signed plans with funds – and with a pension fund for some of the employees – under which such subsidiaries make current deposits with that fund which releases them from their liability for making pension payments under the labor agreements to their employees upon reaching a retirement age. The amounts funded are not reflected in the statements of financial position, since they are not under the control and management of the subsidiaries.
|
ICL Group Limited Consolidated Financial Statements 59
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 16 - Employee Benefits (cont'd)
| D. |
Post-employment retirement benefits
|
Some of the Company retirees receive, aside from the pension payments from a pension fund, benefits that are primarily holiday gifts and paid vacations. The company’s liability for these costs accrues during the employment period. The Company includes in its financial statements the projected costs in the post-employment period according to an actuarial calculation.
| E. |
Movement in net defined benefit obligation and in its components:
|
|
Fair value of plan assets (*)
|
Defined benefit obligation
|
Defined benefit obligation, net
|
||||
|
2024
|
2023
|
2024
|
2023
|
2024
|
2023
|
|
|
$ millions
|
$ millions
|
$ millions
|
$ millions
|
$ millions
|
$ millions
|
|
|
Balance as of January 1
|
|
|
(
|
(
|
(
|
(
|
|
Income (costs) included in profit or loss:
|
||||||
|
Current service costs
|
|
|
(
|
(
|
(
|
(
|
|
Interest income (expenses)
|
|
|
(
|
(
|
(
|
(
|
|
Past service cost
|
|
|
|
(
|
|
(
|
|
Effect of movements in exchange rates, net
|
(
|
(
|
|
|
|
|
|
Included in other comprehensive income:
|
||||||
|
Actuarial profits (losses) deriving from changes in financial assumptions
|
|
|
|
|
|
|
|
Other actuarial gains
|
(
|
|
|
|
(
|
|
|
Change with respect to translation differences, net
|
(
|
|
|
(
|
|
(
|
|
Other movements:
|
||||||
|
Benefits received (paid)
|
(
|
(
|
|
|
|
|
|
Employer contribution
|
|
|
|
|
|
|
|
Balance as of December 31
|
|
|
(
|
(
|
(
|
(
|
(*) The actual return on plan assets in 2024 is $16 million, compared with $28 million in 2023.
| F. |
Actuarial assumptions
|
Principal actuarial assumptions as of the reporting date (expressed as weighted averages):
|
For the year ended December 31
|
|||
|
2024
|
2023
|
2022
|
|
|
%
|
%
|
%
|
|
|
Discount rate as of December 31
|
|
|
|
|
Future salary increases
|
|
|
|
|
Future pension increase
|
|
|
|
ICL Group Limited Consolidated Financial Statements 60
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 16 - Employee Benefits (cont'd)
| G. |
Sensitivity analysis
|
Assuming all other assumptions remain constant, the following reasonably possible changes affect the defined benefit obligation as of the date of the financial statements in the following manner:
|
December 2024
|
||||
|
Decrease 10%
|
Decrease
5%
|
Increase
5%
|
Increase
10%
|
|
|
$ millions
|
||||
|
Significant actuarial assumptions
|
||||
|
Salary increases
|
(
|
(
|
|
|
|
Discount rate
|
|
|
(
|
(
|
|
Mortality table
|
|
|
(
|
(
|
The assumptions regarding the future mortality rates are based on published statistics and accepted mortality tables.
| H. |
The Effect of the plans on the Company's future cash flows
|
The expenses recorded in respect of defined contribution plans in 2024 are $39 million (compared with $38 million in 2023).
The Company estimates that the expected deposits in 2024 to fund defined benefit plans are about $9 million.
As of December 31, 2024, the Company estimates that the life of the defined benefit plans, based on a weighted average, is about 10 years compared to 11 years weighted average in 2023.
| I. |
Long-term incentive plan
|
| (1) |
At the general meeting of shareholders held on March 6, 2025, the shareholders approved a new three-year equity grant for the years 2025-2027 in the form of about
|
| (2) |
On April 3, 2024, and April 4, 2024, the Company’s HR & Compensation Committee and the Board of Directors, respectively, approved a new three-year equity grant for the years 2024-2026 in the form of about 12 million non-marketable and non-transferable options for no consideration to officers and senior managers. For further information, see Note 19.
|
| (3) |
In November 2021, Company's HR & Compensation Committee and the Board of Directors approved a new Cash LTI plan, according to which, other senior managers will be awarded a cash incentive in 2025, the fair value at the grant date is about $
|
ICL Group Limited Consolidated Financial Statements 61
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 17 – Provisions
| A. |
Composition and changes in the provision
|
|
Site restoration and equipment dismantling (1)
|
Legal claims
|
Other
|
Total
|
|
|
$ millions
|
||||
|
Balance as of January 1, 2024
|
|
|
|
|
|
Provisions recorded during the year
|
|
|
|
|
|
Provisions reversed during the year
|
|
(
|
(
|
(
|
|
Payments during the year
|
(
|
(
|
(
|
(
|
|
Translation differences
|
(
|
(
|
(
|
(
|
|
Balance as of December 31, 2024
|
|
|
|
|
| (1) |
Main items under 'Site restoration and equipment dismantling':
|
| a. |
Spain – In 2018, a restoration plan was approved for the Suria and Sallent sites, which included a plan for handling the salt piles and dismantling of facilities. The restoration plan for the Suria site is scheduled to extend until 2095, and for the Sallent site up to 2072.
|
Estimation of the projected costs for the closure and restoration of the Sallent site – the main portion of the estimated costs for closure and restoration is attributed to restoration of the salt pile. The Company is treating the salt pile, by both utilizing the salt for production and sale for, among others, de-icing purposes, and by processing the material and removing it to the sea via a Collector. As of December 31, 2024, the total provision for the closure and restoration of the Sallent site amounts to $65 million. The estimation is based on a long-term forecast, covering a period of more than 49 years , along with observed estimates and, therefore, the actual costs that may be required to restore the Sallent site may differ, even substantially, from the current provision. In the Company's estimation, the provision in its books reflects the best estimate of the expense required to settle this obligation.
| b. |
ICL Rotem– as of December 31, 2024, according to the Company's estimation, the provision for the restoration of the mining sites and waste repositories, for ICL Rotem's operations, amounted to $
|
| c. |
Bromine Israel (Neot Hovav) – pursuant to the Ministry of Environmental Protection, the Company is required to treat both solid waste of past periods which is stored in a designated defined area on the site's premises, and currently-produced waste created during the ongoing production processes in the plant. Waste treatment is partly conducted through a hydro-bromine acid recovering facility (BRU), operated by the Company. Part of the waste is sent for external designated treatment. As of December 31, 2024, the provision for prior periods waste treatment amounted to $
|
ICL Group Limited Consolidated Financial Statements 62
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 18 - Commitments, Concessions and Contingent Liabilities
| A. |
Commitments
|
| (1) |
Several of the Group’s subsidiaries have entered into agreements with suppliers for the purchase of raw materials and natural gas in the ordinary course of business for various periods ending in 2038. As of December 31, 2024, the total amount of the commitments is approximately $
|
| (2) |
Several of the Group’s subsidiaries have entered into agreements with suppliers for the acquisition of property, plant and equipment. As of December 31, 2024, the subsidiaries’ capital expenditures commitments total approximately $
|
| (3) |
As part of the collaboration between ICL's subsidiary in Spain (ICL Iberia) and the government of Catalonia to achieve environmental sustainability goals, the Company has undertaken to carry out restoration of salt piles at ICL Iberia’s sites, mainly by processing and removing them to the sea via a collector. In 2021, the Company signed an agreement with the Catalan Water Agency for the construction and operation of a collector. The key elements of the agreement include, among other things, guidelines by which the project will be managed, financing aspects related to the project, project costs and a determination of an operational maintenance mechanism, including usage costs. Based on the said agreement and Spain's water law, it was agreed that ICL Iberia will assume up to
|
| (4) |
In 2017, the Company entered into a gas purchase agreement with Energean Israel Limited (hereinafter - Energean), which holds a license to develop the Karish and Tanin gas reservoirs off the shore of Israel. Pursuant to the agreement, Energean will supply the Company with up to 13 BCM of natural gas (NG), valued at $
|
| (5) |
In 2020, the Company entered into a long-term lease agreement with a third party according to which ICL will lease an office building in Be'er Sheva, Israel, for a period of
|
ICL Group Limited Consolidated Financial Statements 63
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 18 - Commitments, Concessions and Contingent Liabilities (cont'd)
| A. |
Commitments (cont'd)
|
|
| (6) |
The Articles of Association of the Company and its Israeli subsidiaries include provisions that permit exemption, indemnification and insurance of liability of officers and directors, all in accordance with the provisions of the Companies Law.
|
The Company, following approval by its HR & Compensation Committee, Board of Directors and shareholders, granted its officers and directors a letter of exemption and indemnification, and also maintains an insurance policy covering directors' and officers' liability which is renewed annually. The directors' and officers' liability insurance and the exemption and indemnity undertaking do not apply to those cases specified in Section 263 of the Companies Law. The exemption is from liability for damages caused and/or that will be caused, by those officers and directors due to a breach of duty to the Company. Regarding directors who are officeholders of Israel Corp., who may serve from time to time, on January 5, 2021, the shareholders approved an extension of the period for exemption and indemnification entered into with such officeholders for an additional nine years commencing November 30, 2020, provided that the exemption shall not apply to liabilities arising in connection with a transaction or resolution in which a controlling shareholder or an officeholder, including an officeholder who is other than the officeholder party to the agreement, has a personal interest (within the meaning of the Companies Law).
The amount of indemnification payable by the Company under the letters of indemnification, in addition to amounts received from an insurance company, if any, for all of the officers and directors on an aggregate basis, for one or more of the events detailed therein, is limited to $300 million.
| B. |
Concessions
|
(1) Dead Sea Works Ltd. (hereinafter – DSW)
Pursuant to the Israeli Dead Sea Concession Law, 1961 (hereinafter – the Concession Law), as amended in 1986, and the concession deed attached as an addendum to the Concession Law, DSW was granted a concession to utilize the resources of the Dead Sea and to lease the land required for its plants in Sodom for a period ending on March 31, 2030. According to the Concession Law, should the government decide to offer a new concession after the expiration date to another party, it will first offer the new concession to DSW with terms that are no less attractive than those it may offer to that party.
In accordance with section 24 (a) of the Supplement to the Concession Law, it is stated, among other things, that at the end of the concession period all the tangible assets located in the concession area will be transferred to the government in exchange for their amortized replacement value – the value of the assets as if they were purchased as new at the end of the concession period, less their technical depreciation based on their maintenance condition and the unique characteristics of the Dead Sea area.
ICL Group Limited Consolidated Financial Statements 64
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 18 - Commitments, Concessions and Contingent Liabilities (cont'd)
| B. |
Concessions (cont'd)
|
| (1) |
DSW (cont'd)
|
As per section 24 (b) of the Supplement to the Concession Law of the State of Israel, capital investments made within the 10-year period before the end of the concession require prior consent of the Israeli government, unless they can be fully deducted for tax purposes before the end of the concession period. However, the government's consent to any fundamental investment that may be necessary for the proper operation of the plants will not be unreasonably delayed or denied.
In 2020, an agreement was concluded between the Company and the government for the purpose of implementing section 24(b). The agreement determines, among other things, the manner of examining new investments and the consent process. In addition, the agreement determines the Company's commitment to invest in fixed assets, including for preservation and infrastructure, as well as for ongoing maintenance of the facilities in the concession area (for the period beginning in 2026) and the Company's commitment to continue production of potassium chloride and elemental bromine (for the period commencing 2028), all subject to the conditions specified in the agreement. Such commitments do not change the way the Company currently operates. The Company engages with the government in accordance with the agreement and obtains investment approvals as required.
In 2015, Israel’s Minister of Finance appointed a team to determine the “governmental activities to be conducted towards the end of the concession period”. The public’s comments regarding this matter were submitted to an inter-ministerial team.
Based on the interim report and its recommendations published in May 2018, and following a public hearing in January 2019, the Israel’s Ministry of Finance released the final report of the inter-ministry team headed by Mr. Yoel Naveh, former Chief Economist, which included a series of guidelines and recommendations regarding the actions that the government should take towards the end of the concession period. Since the report includes guiding principles and a recommendation to establish sub‑teams to implement such principles, the Company is unable to assess the concrete implications of these guidelines and recommendations, or, whether the recommendations will be implemented in practice, as well as the relevant timing of their implementation. In addition, there is no certainty as to how the government will interpret the Concession Law and implement processes accordingly.
In addition, in 2015, the Minister of Finance appointed a team headed by the former Accountant General to evaluate the manner in which, according to the current concession, the replacement value of DSW’s tangible assets would be calculated, assuming that these assets would be returned to the government at the end of the concession period. The determination date of the actual calculation is only at the end of the concession period. As far as the Company is aware, this evaluation was not completed.
On September 16, 2024, a draft report was published by Israel’s Accountant General for public comments regarding the transition of ICL’s existing concession in 2030 and the grant by the State of a new concession in 2030. The draft report is not a binding document, and its conclusions may change following public comments, including comments made by the company, and the receipt of additional information.
ICL Group Limited Consolidated Financial Statements 65
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 18 - Commitments, Concessions and Contingent Liabilities (cont'd)
| B. |
Concessions (cont'd)
|
| (1) |
DSW (cont'd)
|
The draft report recommends maintaining the existing payment regime which is comprised of three ongoing sources of income for the State: royalties, corporate tax and surplus profit levy. It suggests that the State’s annual share should be approximately 50% on a multi-year average basis.
According to the draft report, the tender may incorporate a minimum price, as recommended by the Naveh Report, taking into consideration the Company’s right of first refusal in accordance with Section 25 of the Concession Deed. The minimum price is not specified in the draft. The draft also recommends that the new concession be granted for a period of more than 25 years.
In addition, the draft includes environmental considerations in formulating guidelines for the new concession, including limiting the area of the concession and dealing with infrastructure requirements, as well as specifying required rehabilitation efforts due to long-term environmental considerations. To encourage efficient use of the resources, the draft proposes imposing additional costs and regulatory obligations on the future concession holder, such as payment for quarries and groundwater. It also proposes that the definition of "natural resource" be expanded to include other minerals that may be extracted from the Dead Sea in the future.
In November 2024, the Company submitted its comments as part of the public process.
On March 11, 2025, the State Comptroller published an audit report regarding the State’s regulators oversight over compliance and regulatory aspects of the Dead Sea concession, in the areas of environment and land ("the Report"). The Report includes findings indicating regulatory deficiencies in the State authorities' oversight of the Dead Sea concession. The Report did not directly audit DSW and clarified that the findings do not imply any reduction in DSW’s contributions to the development of the Negev region and the State. The Report emphasizes the intention to guide decision-makers in shaping the future concession agreement towards the end of the current concession in 2030. The Company is currently studying the details of the Report.
The consolidated Financial Statements were prepared under management's assumption that it is more likely than not that DSW will continue to operate the relevant assets for their remaining useful lives, which extends beyond the term of the current concession period, by obtaining a renewed concession or by operating the assets for an alternative holder.
Royalties
In consideration of the concession, DSW pays royalties to the State of Israel calculated at a rate of 5 % of the value of the products at the plant gate, less certain expenses.
DSW has granted a sub‑concession to Dead Sea Bromine Ltd. to produce bromine and its compounds from the Dead Sea, the expiration date of which is concurrent with DSW’s concession. The royalties in respect of the products manufactured by Dead Sea Bromine are received by DSW which then pays them to the State of Israel. Royalties are also paid by Dead Sea Magnesium based on carnallite (the raw material for potash) used in its production of magnesium.
ICL Group Limited Consolidated Financial Statements 66
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 18 - Commitments, Concessions and Contingent Liabilities (cont'd)
| B. |
Concessions (cont'd)
|
(2) Rotem Amfert Israel (hereinafter – “ICL Rotem”)
ICL Rotem has been mining phosphates in the Negev in Israel for more than sixty years. Mining is conducted in accordance with phosphate mining concession, which is granted as required by Israel’s Ministry of Energy under the Mines Ordinance, by the Supervisor of Mines, as well as mining authorizations issued by the Israel Lands Authority (hereinafter – the Authority). The concession relates to quarries (of phosphate rock), whereas the authorizations cover the use of land as active mining areas.
Mining Concession and Licenses
On December 29, 2024, ICL Rotem was granted a new mining concession which includes the fields of Rotem, including Hatrurim, Zafir Field, and Oron-Zin, as well as Oron north, for a period of 20 years, effective January 1, 2025, until December 31, 2044, and only as long as mining can be conducted on a commercially viable basis, following a competitive process that was held by Israel’s Ministry of Energy and Infrastructure. The new concession replaces ICL Rotem’s current mining concession, which was valid until the end of 2024. As in the prior concession, the Company undertook, among other things, to assure that Rotem meets its existing obligations to rehabilitate its mining and plants areas according to outlined requirements attached to the new concession, in addition to a bank guarantee issued by ICL Rotem in the amount of about $16 million.
Recently, a petition was filed with Israel’s Supreme Court in connection with the new concession against the competitive process and the disclosure certificate issued to the Company in connection with this process. Along with the petition, a preliminary request was filed with the Supreme Court for an interim order to freeze the granting of the concession to ICL Rotem until the Supreme Court's final decision. The Supreme Court rejected the preliminary request stating that there is no basis for issuing an interim order. A hearing on the petition is scheduled for May 2025.
Lease Agreements
As of the reporting date, ICL Rotem has one lease agreement in effect until 2041, as well as two additional lease agreements, one for the Zin plant which expired in 2024, for which the Company is working on a renewal with the Israel Land Authority - Southern Region, and additional one for the Oron plant, which expired in 2017. Regarding the Oron plant, the Company has an agreement in principle with the Israel Land Authority - Southern Region regarding the expected issuance of a lease agreement until the end of 2025. Following the receipt of the new concession, the Company expects renewed lease agreements to be issued for a period that coincides with the new concession.
ICL Group Limited Consolidated Financial Statements 67
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 18 - Commitments, Concessions and Contingent Liabilities (cont'd)
| B. |
Concessions (cont'd)
|
| (2) |
ICL Rotem (cont'd)
|
Mining Royalties
According to the terms of the concession, ICL Rotem is required to pay royalties to the State of Israel for mining Phosphate.
In accordance with the Mines Ordinance (Third Addendum A), the royalty rate for production of phosphates is 5 % of the value of the quarried material. In 2021, the Ministry of Energy issued an amendment to the Third Addendum A, which anchors and clarifies the basis for calculating royalty components.
Zoning
The mining and quarrying activities require a zoning approval of the site based on a plan in accordance with Israel’s Planning and Building Law, 1965. Such plans are updated, as needed. As of the reporting date, there are several requests at various stages of deliberation pending for consideration by planning authorities.
Zin-Oron area - In 2016, the Southern District Committee for Planning and Construction approved a detailed site plan for mining phosphates in the Zin‑Oron area (hereinafter – the Plan). The Plan, which covers an area of about 350 square kilometers, will permit the continued mining of phosphate located in the Zin valley and in the Oron valley for a period of 25 years or until the exhaustion of the raw material – whichever occurs first, with the possibility of an extension (under the authority of the District Planning Board). In addition, as part of the Plan, the Company is in the final stages of approving a specific mining plan for the northern Oron area, which includes 0.3 square kilometers.
Rotem's phosphate rock reserves
The Company is promoting a plan to mine phosphates in the Barir field, located in the southern part of the South Zohar deposit in the Negev Desert. In 2015, the National Planning and Building Council (hereinafter – the National Council) approved a Policy Document regarding Mining and Quarrying of Industrial Minerals, which included a recommendation to permit phosphate mining in the South Zohar deposit and to advance a detailed National Outline Plan for the Barir field mining site. According to the recommendation of the National Council, the government’s Housing Cabinet approved the National Outline Plan (hereinafter - NOP 14B).
In 2018, the Minister of Health filed an appeal against the said approval, requiring compliance with the Ministry of Health’s recommendation to conduct a survey regarding the health impact at each site included in NOP 14B. As part of a discussion in the Housing Cabinet regarding the appeal, it was decided, with the consent of the Ministries of Health, Finance and Energy, to remove the appeal and to approve NOP 14B, which was subsequently formally published.
In addition, it was decided to establish a team with representatives from the Treasury, Health, Transportation, Environmental Protection and Energy ministries (hereinafter – The Inter-ministerial Team), which will present a report to the Housing Cabinet that includes health aspects for NOP 14B.
ICL Group Limited Consolidated Financial Statements 68
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 18 - Commitments, Concessions and Contingent Liabilities (cont'd)
| B. |
Concessions (cont'd)
|
| (2) |
ICL Rotem (cont'd)
|
In 2018 and 2019, petitions were submitted to Israel’s Supreme Court by the municipality of Arad and by residents of the Bedouin community in the "Arad Valley" against the National Council, the Government of Israel and ICL Rotem, to revoke the approval of NOP 14B and to order the National Council to discuss the NOP directives, while giving proper weight to the health risk.
In 2020, the Inter-ministerial Team reached an outline agreement regarding the examination of the health aspects of NOP 14B, which, according to the State, constitutes an appropriate response for the review of potential health hazards on which the petitions focus.
In 2021, the Supreme Court of Justice decided to reject the petitions following a preliminary decision by the National Planning and Building Council to incorporate the main points of the outline agreement in the provisions of NOP 14B.
At the end of 2021, the Housing Cabinet re-approved the amended NOP 14B, following which the former Minister for Environmental Protection submitted a request for a government review of past decisions prior to promoting the Detailed NOP for the Barir feild. In accordance with the decision of the Ministry of the Interior, a deliberation of the matter should have been held by July 2022. As of the reporting date, the deliberation has not yet occurred.
The Company held numerous discussions and made multiple written inquiries to the relevant regulators in order to promote the deliberation regarding the advancement of the Detailed NOP for the Barir field.
On February 24, 2025, the Company approached the Government of Israel and the National Planning and Building Council with a pre-emptive request, prior to filing a petition, demanding to advance the Barir Detailed NOP with no delay. This request was submitted due to the Government's failure to advance the plan, as presented by the Government to the Supreme Court, despite the rejection of all petitions against the promotion of this NOP, which was supported by the Israeli government through its relevant ministries, by the Supreme Court.
According to the Company's assessment, the estimated useful life of Rotem's phosphate rock reserves, suited for its specialty products, in its existing mining areas is limited. The Company is making efforts to promote suitable alternatives for additional resources that will secure its future phosphate operations at ICL Rotem. As part of these efforts, the Company continues to advance several pilot development projects, some of which have been successful, to adapt the usage of different grade types of phosphate rock for the Company’s products as part of an effort to utilize and increase existing phosphate reserves. In addition, it is working to advance future mining of phosphate rock in other areas, subject to permits and approvals.
The Company estimates that it is more likely than not that it will be able to continue its phosphate operations at ICL Rotem by obtaining the required additional resources within a time frame that is not expected to materially impact the Company's results. Nevertheless, there is no certainty regarding the extent of future phosphate rock resources in other areas, or that the Company will succeed in obtaining the required approvals and permits for them, and, even if they are granted, the timing at which they will be received. Also, there is no certainty that the development of pilot projects will succeed in utilizing and increasing existing phosphate reserves or that they will be economically viable. Failure to obtain the additional resources, or a significant delay in obtaining them, may lead to discontinued production at Rotem, and, as a result, to a material impact on the Company's business, financial position and results of operations.
ICL Group Limited Consolidated Financial Statements 69
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 18 - Commitments, Concessions and Contingent Liabilities (cont'd)
| B. |
Concessions (cont'd)
|
| (2) |
ICL Rotem (cont'd)
|
Other regulations
| • |
Emission Permit - In January 2024, a new emission permit was issued to ICL Rotem under the Israeli Clean Air Act (hereinafter - the Law) valid until January 2031. The Company is in active discussions with Israel’s Ministry of Environmental Protection (MoEP) to assure adherence to all conditions outlined in the permit, including those specified in an administrative order under Section 45 of the Law, and to achieve satisfactory resolutions to notable timeline execution challenges for a limited number of projects.
|
| • |
Phosphogypsum storage - In 2021, a new Urban Building Plan was approved (the 2021 plan), the main objectives of which are to regulate areas for phosphogypsum storage reservoirs. Due to the ambiguity of the guidelines regarding the calculation of building permit fees, the Company signed a settlement agreement with the Tamar Regional Council in August 2023 which had no material impact on the Company's financial results.
|
Regarding the phosphogypsum waste ponds, under the 2021 plan, Pond 5, which has been operational since 2018, is permitted for use until the end of its expected operational life (currently expected in 2026). The District Committee for Planning and Construction (the Committee) has approved the submission of a plan to reuse Pond 4 under certain conditions as a replacement for Pond 5 upon the end of its operational life. However, objections were filed by certain Israeli authorities and others. In January 2025, the Committee held a hearing requesting additional information, including from the Company, before proceeding with deliberations. The Company believes that it is more likely than not that a solution for future phosphogypsum waste treatment will be found.
| (3) |
ICL Iberia – a subsidiary in Spain
|
ICL Iberia was granted mining rights based on legislation of Spain’s Government from 1973 and the regulations accompanying this legislation. Pursuant to the special mining regulations, ICL Iberia received individual licenses for each of the 126 different sites that are relevant to current and future mining activities. Some of the licenses are valid until 2037 and the remainder are effective until 2067.
ICL Iberia operates a potash production center in Suria which requires, among other things, an environmental mining license and an urban license. Up to 2020, ICL Iberia operated two potash production centers in Suria and Sallent, but as part of an efficiency plan, the Company consolidated its activities into one site by expanding the Suria production site and discontinuing potash production at the Sallent site.
ICL Group Limited Consolidated Financial Statements 70
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 18 - Commitments, Concessions and Contingent Liabilities (cont'd)
| B. |
Concessions (cont'd)
|
| (3) |
ICL Iberia – a subsidiary in Spain (cont'd)
|
ICL Iberia holds an urban license for the Suria site, as well as an environmental mining license that complies with new environmental protection regulations in Spain (Autoritzacio Substantive). In 2021, an updated environmental mining license and an environmental impact assessment, as well as new urban permits were granted, which allows higher volume processing and expanded capacity of the salt mountain at Suria.
In 2022, an Urban Master Plan was modified to allow increased piling capacity of an additional ten million tonnes of salt which will enable piling of salt in future years until the evacuation solution by a new collector is applied. For further information, see Note 18(A)(3) above. The restoration plan for the Suria site, which includes a plan for dealing with the salt piles and dismantling facilities, is scheduled to continue until 2095.
In July 2024, the Urban development Plan was approved, allowing for the application of a work license. An Environmental Impact Assessment (EiA), which was published on December 2, 2024, for public comments, is still in progress. Final approval of the EiA is expected to be issued in the first half of 2025.
| (4) |
United Kingdom
|
| A. |
ICL Boulby, ICL's subsidiary in the UK, holds onshore and offshore mineral leases and licenses, allowing for the extraction of diverse minerals, in addition to numerous easements and rights of way from private landowners. The offshore mineral field is leased from The Crown Estate on a production royalty basis and includes provisions to explore and exploit all targeted and known polyhalite and salt mineral resources of interest to ICL Boulby.
ICL Boulby has been actively engaged in negotiations with the private property owners and has recently secured the renewals of three existing lease agreements.
The renewal of eight of the remaining leases was referred to the High Court of Justice in London for a decision regarding the calculation mechanism. The Company estimates that the proceedings will be concluded by the end of 2025. These leases, along with two additional leases, which are still being negotiated, will continue to operate under the terms of the previous leases.
Historically, the renewal of leases has not been problematic. ICL Boulby believes that all land and mineral leases will be renewed, as required, and expects to have or obtain all government approvals and permits necessary for exploiting all targeted mineral resources.
In 2022, the North York Moor National Planning Authorities (hereinafter - NYMNPA) granted planning permission for Polyhalite and salt extraction until 2048. To comply, ICL Boulby was required to produce management plans for NYMNPA approval. As of the reporting date, all required plans are completed and approved.
With respect to the mining royalties, ICL Boulby pays royalties of
|
ICL Group Limited Consolidated Financial Statements 71
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 18 - Commitments, Concessions and Contingent Liabilities (cont'd)
| B. |
Concessions (cont'd)
|
| (4) |
United Kingdom (cont'd)
|
| B. |
UK subsidiary within the Growing Solutions segment (hereinafter – Everris Limited) owns peat mines in the UK (Creca, Nutberry and Douglas Water). Peat is used as a component in the production of professional growing media. Extraction permits for Creca were granted until the end of 2051, and the site is currently operative. However, mining activity in Nutberry and Douglas Water ceased in 2024, following the expiration of their permits. Restoration at these sites has commenced.
|
| (5) |
YPH - China
|
Mining Concessions
YPH, ICL's subsidiary in China, which is equally owned with Yunnan Yuntianhua Corporation Ltd. ("YYTH"), holds a phosphate mining license that was issued in 2015 by the Division of Land and Resources of the Yunnan district in China for the Haikou Mine (hereinafter – Haikou) which is valid until January 2043.
Grant of Mining Rights to Lindu
In 2016, a subsidiary of YYTH (hereinafter – YPC) issued a statement whereby in 2010 it entered into agreements with the local authority of Jinning County, Yunnan Province, and Jinning Lindu Mining Development and Construction Co. Ltd. (hereinafter - Lindu Company), according to which Lindu Company is permitted to mine up to two million tonnes of phosphate rock from a certain area measuring 0.414 square kilometers within the area of the Haikou mine and to sell such phosphate rock to any third party at its own discretion.
In accordance with a recent settlement reached between the parties, the dispute over the mining rights at the Haikou site has been resolved to the satisfaction of the parties. Pursuant to the settlement, YPH will be compensated by YPC within 3-5 years for the quantity extracted from the mine, up to two million tonnes of phosphate ore, while ensuring fairness and compliance with the contractual obligations.
Natural Resources Royalties
With respect to the mining rights, in accordance with China "Natural Resources Tax Law", YPH pays royalties of 8 % on the selling price based on the market price of the rock prior to its processing. The total royalties paid in 2024 were about $4.3 million.
ICL Group Limited Consolidated Financial Statements 72
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 18 - Commitments, Concessions and Contingent Liabilities (cont'd)
| C. |
Contingent liabilities
|
| (1) |
Ecology
|
| A. |
In June 2022, an unexpected flow of brine was discovered above ground at the outskirts of an alluvial fan area, which, according to initial assessment by the Company, appears to have resulted from a combination of seepage from the feeder canal of ICL Dead Sea’s pumping station P-9 (hereinafter P-9) and unique ground conditions, which, according to the Company's estimation, does not exceed the approved design specifications of P-9. The Company installed sealing sheets over an approximately 2km long section of the 15km feeder canal in the area of the fan, according to the instruction of Israel's Nature and Parks Authority.
|
Following the event, a hearing process was held during which the District Manager of the Ministry of Environmental Protection (MOE) recommended to open an investigation by the Green Police. To the best of the Company’s knowledge, the Green Police initiated an investigation, the results of which cannot be estimated. As of the reporting date, the Company reached an understanding with the MOE regarding the implementation of remaining corrective requirements.
| B. |
In 2017, the Israeli Water Law was amended, according to which saline water of the kind produced for Dead Sea plants by the Company's own water drilling is charged with water fees. In October 2021, as a response to the Company’s objection to the charges relating to water drilling within the concession area, the Water Authority informed the Company that water fees will not be charged for water production within the concession area. This decision was based on the opinion of the Ministry of Justice, according to which the royalties arrangement established in the Dead Sea Concession Law, 5771-1961, is the sole arrangement for collecting payment for the right to extract water in the concession area, and, therefore, it is not legally possible to impose additional charges for water fees in addition to the royalties (hereinafter – the Opinion). In September 2022, the Company was presented with two petitions filed in Israel’s Supreme Court, one by Adam Teva V’Din, and the second by Lobby 99 Ltd., against the Water Authority, Israel’s Attorney General, the Ministry of Justice, Mekorot Water Company Ltd. and the Company.
|
As part of the petitions, the petitioners requested that the Supreme Court rule that the opinion is incorrect and, therefore, the Company should be obliged to pay water fees for water extracted from wells in the concession area in addition to the payment of royalties beginning from the date of the amendment to the Water Law enacted in 2018. Accordingly, the petitioners requested that the Supreme Court order the Water Authority to collect water fees from the Company for the period between 2018-2020, which according to one of the petitioners, allegedly amounts to $24 million. In October 2022, a decision was made to hold a consolidated hearing regarding both petitions. In May 2023, the Supreme Court imposed a conditional order, instructing the State to justify why ICL should not be required to pay water fees for water produced within the concession area. On July 15, 2024, after the State's response was submitted, a hearing was held in which the court requested clarification on certain issues. In November 2024, all parties submitted their response to the Court’s request. The Company rejects the claims made in the petitions and believes it is more likely than not that its position will be accepted.
ICL Group Limited Consolidated Financial Statements 73
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 18 - Commitments, Concessions and Contingent Liabilities (cont'd)
| C. |
Contingent liabilities (cont'd)
|
(1) Ecology (cont'd)
| C. |
In 2021, a decision was rendered by the Israel Water Authority, despite the Company's objection, that the Company's status should be changed to a "Consumer-Producer", as defined in the Water Law, commencing with the Water Authority's production license, issued to the Company for 2021. In December 2023, after the Company’s appeal was rejected by the Water Court, the Company appealed against this decision to the Supreme Court. Following the Israel Water Authority's response to the appeal, a hearing was set for March 2025. The Company has made sufficient provision in its financial statements.
|
Concurrently, in 2022, the Movement for the Quality of Government in Israel (hereinafter - MQG) filed an appeal in which the Water Court was petitioned to compel the Water Authority to apply the change in classification of the Company as early as 2018. In January 2024, the Water Court accepted the Company's request that the procedure regarding the appeal by MQG should be delayed until a final decision is rendered from the Supreme Court on the Company’s appeal relating to the "Consumer-Producer" status. The assessment of the Company is that it is more likely than not that the appeal filed by MQG will be rejected.
| D. |
In 2020, an application for a class action was filed in the Beer Sheva District Court in Israel against the Company, the Company's subsidiary, ICL Rotem, and certain of the Company's present and past officeholders, by a number of local residents in the Arava region in the south of Israel (hereinafter – the Applicants). The Applicants claim that discharge, leakage and seepage of wastewater from ICL's Zin site allegedly caused various environmental hazards to the Zin stream, which resulted in damage to various groups in Israel’s population, including: the Israeli public as the Zin stream property owners; those who avoided visiting Zin stream due to the environmental hazards; visitors of Zin stream who were exposed to the aforementioned hazards and the residents of the area near Zin stream who were affected by the hazards. Accordingly, the Applicants request several remedies, including restitution and compensation for the damage that they claim was caused to the various groups in a minimum amount of NIS
|
In November 2022, the parties signed a procedural arrangement to resort to a mediation process in an attempt to settle the dispute outside of court. The Nature and Parks Authority (hereafter - NPA), which was not a party to the original application, also signed the agreement, and by virtue of it, it joined the mediation process. As a result, all proceedings before the court, including requests for temporary relief, were suspended. As part of the procedural arrangement, the transfer of approximately 3 million NIS from the Company to NPA was made for funding NPA’s rescue operations of palm trees at Neot Zin and Akrabim.
The Company rejects all the said allegations. Considering the preliminary stage of the proceeding and the lack of precedents for such cases in Israel, including the related insurance aspects, and in light of the transition to a mediation procedure, it is difficult to estimate its outcome. No provision has been recorded in the Company's financial statements.
ICL Group Limited Consolidated Financial Statements 74
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 18 - Commitments, Concessions and Contingent Liabilities (cont'd)
| C. |
Contingent liabilities (cont'd)
|
(1) Ecology (cont'd)
| E. |
In July 2019, an application for approval of a claim as a class action was submitted to the Jerusalem District Court by an Israeli environmental association (hereafter - the Applicant) against 30 defendants, including Fertilizers and Chemicals Ltd., a subsidiary of the Company (hereinafter – the Respondents). The application includes claims relating to air pollution in Haifa Bay (located in northern Israel) and to alleged illness therefrom to the population of the said area.
|
Within the framework of the petition, the Applicant requests declarative relief and the establishment of a mechanism for compensation awards, without specifying their amount, or alternatively, for splitting remedies to allow each group member to sue for damages in a separate proceeding. In January 2022, the Company filed its objection to the petition. Considering the limited precedents of such cases in Israel, it is difficult to estimate the outcome of the proceeding. No provision has been recorded in the Company's financial statements.
| F. |
In 2018, an application for certification of a claim as a class action was filed with the Be’er Sheva District Court by two groups: the first class constituting the entire public of the State of Israel and the second-class constituting visitors to the Bokek stream and the Dead Sea (hereinafter – the Applicants), against the Company’s subsidiaries, ICL Rotem and Periclase Dead Sea Ltd. (hereinafter – the Respondents).
|
According to the claim, the Respondents have allegedly caused continuous, severe and extreme environmental hazards through pollution of the “Judea group – Zafit formation” groundwater aquifer (hereinafter – the Aquifer) and the Ein Bokek spring with industrial wastewater, and, in doing so, the Respondents have violated various provisions of property law and environmental protection law, including the provisions of the Law for Prevention of Environmental Hazards and the Water Law, as well as violations relating to the Torts Ordinance – breach of statutory duty, negligence and unjust profits. The leakage began in the 1970’s during which time the Company was government-owned and ended by 2000.
As a result, the Court was requested to order the Respondents to eliminate the proprietary violation in reference to the Aquifer and Bokek stream by restoration thereof and to pay the public compensation in an estimated amount of NIS 1.4 billion (about $435 million).
In April 2022, the Be'er Sheva District Court dismissed in limine the application due to the statute of limitations and property rights. In October 2023, Israel's Supreme Court rendered its ruling in the appeal, dismissing the plaintiffs claim regarding property rights, and therefore dismissing the application for certification of the entire public of the State of Israel, yet accepted the appeal with regards to the statute of limitations claim, and ruled that application for certification is approved regarding a limited class constituting visitors to the Bokek stream. In accordance therewith, the application for certification limited so such group will be reviewed by the District Court.
ICL Group Limited Consolidated Financial Statements 75
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 18 - Commitments, Concessions and Contingent Liabilities (cont'd)
| C. |
Contingent liabilities (cont'd)
|
(1) Ecology (cont'd)
| F. |
(Cont'd)
|
With the renewal of the proceedings in the District Court, the plaintiffs filled a request for interim relief regarding the restoration of the Bokek stream to which the Court ordered the State to respond. In September 2024, the State filed its response to the motions for temporary relief measures. According to the response, a distinction must be made between the question of responsibility and the question of how the remedies for formulating the rehabilitation solutions are being carried out, with the latter not being under the Court’s jurisdiction but rather in the hands of the State’s certified parties. Regarding the question of responsibility, the State supports the plaintiff’s position.
In addition, in September 2024, the parties reached a deliberative arrangement by which the parties will pursue an agreed mechanism for the improvement of the water flow in the reserve. In addition, it was determined that evidence hearings will be held from May to July 2025.
Since the judgement of the Supreme Court mainly addressed preliminary questions, without discussion of the Respondent's responsibility and the amount of the damage, and even explicitly stated that certain questions remained open in the judgment of the District Court and were not decided by the Supreme Court, it is difficult to estimate the proceeding’s outcome. No provision has been recorded in the Company's financial statements.
| G. |
In 2015, a request was filed for certification of a claim as a class action, in the Tel Aviv-Jaffa District Court, against eleven defendants, including a subsidiary, Fertilizers and Chemical Ltd., in respect of claims relating to air pollution in Haifa Bay and for the harm allegedly caused by it to residents of the Haifa Bay area. The amount of the claim is about NIS
|
ICL Group Limited Consolidated Financial Statements 76
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 18 - Commitments, Concessions and Contingent Liabilities (cont'd)
| C. |
Contingent liabilities (cont'd)
|
| (2) |
Increase in the level of the evaporation pond in Sodom (hereinafter – Pond 5)
|
Minerals from the Dead Sea are extracted through solar evaporation, whereby salt precipitates onto the bed of Pond 5, located at one of DSW's sites. The precipitated salt creates a layer on the Pond 5 bed of approximately 15 million cubic meters per year. The production process of the raw material requires the brine volume in Pond 5 to be preserved. Failure to maintain a constant volume of brine in Pond 5 could result in a reduction of production capacity.
In addition, a rise in the water level of Pond 5 above a certain point may cause structural damage to the foundations of hotel buildings situated close to the water’s edge, to the settlement of Neve Zohar, and to other infrastructure that is located along the western shoreline of Pond 5. The preservation of the water level in Pond 5 at a maximum height (15.1 meters), which was reached at the end of 2021, was achieved through a joint project of the Dead Sea Preservation Government Company Ltd. and DSW (which financed 39.5 % of the project's cost) by constructing coastline defenses. The project included raising the dyke along the western beachfront of Pond 5 across from the hotels together with a system to lower subterranean water. Construction work with respect to the hotels' coastline has been completed, and elevation work in the intermediate area between two hotel complexes has been conducted by the Dead Sea Preservation Government Company Ltd. and is nearing completion.
Commencing in 2022, the brine volume in Pond 5 has been preserved through the salt harvesting project ("the Permanent Solution"), the plan for which was approved by the National Infrastructures Committee and the Israeli Government and includes the construction of the P‑9 pumping station. As of the reporting date, the water level of Pond 5 has not exceeded its maximum height.
The Permanent Solution to raise the water level in Pond 5 was established in an agreement with the Government of Israel in 2012, aiming to provide a solution at least until the end of the current concession period in 2030. The purpose of the agreement is to stabilize the pond level at a fixed level by harvesting salt from the pond and transferring it to the Northern Basin of the Dead Sea. According to the agreement, the planning and execution of the Permanent Solution will be performed through the Salt Harvesting Project by DSW. In addition, the agreement stipulates that from January 1, 2017, the water level in the pond will not rise above 15.1 meters. Nevertheless, in the event of a material deviation from the project's timetables resulting from exceptional planning requirements or judicial decisions, without the Company having violated its obligations, the Company will be permitted to request raising the water level.
The Company and the State of Israel bear 80 % and 20 %, respectively, of the cost of the Permanent Solution. However, the State's share will not exceed NIS 1.4 billion.
ICL Group Limited Consolidated Financial Statements 77
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 18 - Commitments, Concessions and Contingent Liabilities (cont'd)
| C. |
Contingent liabilities (cont'd)
|
(3) In March 2021, an application for a class action was filed with the Tel Aviv-Jaffa District Court against the Company, Israel Corporation Ltd. and the controlling shareholder of Israel Corporation (hereinafter – the Respondents). The application includes a series of allegations concerning, among others, alleged misleading and violation of the Company’s reporting and disclosure obligations to the public under the Israeli Securities Law, 5728-1968, relating to the implications of the royalties' claim filed in 2011 by the State of Israel against the Company’s subsidiary, Dead Sea Works Ltd., pursuant to the Dead Sea Concession Law, 5721-1961, which was conducted and concluded through an arbitration proceeding. The applicant is a shareholder of the Company asking to act on behalf of a represented class including all those who acquired Company shares or Israel Corp. shares and held them between August 17, 2011, and May 27, 2014. According to the application, this group allegedly incurred damages by the Respondents, and accordingly, the Court is requested to rule in favor of the group’s members who are shareholders of the Company, and award damages in the amount of about NIS 133 million (about $40 million) and in favor of group members who are shareholders of Israel Corp. an additional amount of NIS 57 million (about $17 million), as of May 27, 2014.
In October 2024, the Tel Aviv District Court rejected this motion, including the applicant’s claim of misleading Company reports, ruling that no damage had been caused, and that the motion’s claims exceeded their statutes of limitations. The Court also ordered the plaintiff to cover part of the Respondents’ expenses, on the grounds that after investigation, the motion was found to be baseless and had multiple difficulties.
(4) In connection with the Harmonization Project (to create one global ERP system) which was discontinued in 2016 by a decision of the Company's Board of Directors, in December 2018, the Company filed a lawsuit in the Tel Aviv District Court against IBM Israel, the leading project provider (hereinafter – IBM), in the amount of $300 million (about a billion NIS) for compensation of damages incurred to the Company due to IBM’s failure to meet its undertakings within the Project, which led to the failure of the Project.
In March 2019, IBM filed its statement of defense, together with a counterclaim against the Company, according to which IBM claims that ICL allegedly refrained from making certain payments, conducted negotiations in bad faith, and terminated the project unilaterally, in a way that harmed IBM's reputation and goodwill and therefore claims an amount of about $53 million (about ILS 170 million), including VAT and interest. In June 2019, the Company filed a statement of defense with respect to the counterclaim in which the Company rejected all of IBM's claims.
In January 2021, IBM filed a request for dismissal including the deletion of the remedies claimed by the Company arising from the termination of the agreement between the parties, which was rejected by the Court in March 2022.
In August 2021, the Company filed a request to delete IBM's statements of claim, on the grounds that IBM acted in order to delay, burden and disrupt a professional expert's work, and thus to impair the documents discovery process. In March 2022, the Court rejected the request.
ICL Group Limited Consolidated Financial Statements 78
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 18 - Commitments, Concessions and Contingent Liabilities (cont'd)
| C. |
Contingent liabilities (cont'd)
|
(4) (cont'd)
In September 2024, a concluding pre-trial hearing was held in which it was decided, among other things, to appoint an expert on behalf of the court. In February 2025, the Court notified that it was considering appointing an expert on its behalf and determined that the parties should submit a joint statement by March 2025, which will include the expert's response to the agreed list of questions.
On March 6, 2025, the parties have notified the Court that they agreed to enter into a mediation process in an attempt to resolve the disputes between them.
Considering the complexity of the claims and in light of the transition to a mediation procedure, it is difficult to estimate the outcome. Nevertheless, the Company believes it is more likely than not that IBM's claims in its counterclaim will be rejected.
(5) In December 2018, an application for certification of a class action was filed with the Tel Aviv District Court against the Company, Israel Corporation, and office holders, including directors who held office during the said dates which are stated in the application, with respect to the manner in which the IT (the Harmonization) project was managed and terminated. According to the allegations made in the application, the Company failed to properly report negative developments which occurred on certain dates during the said IT project, and such failure caused the Company immense financial damages.
In February 2024, following a mediation process, the parties signed an agreement for a non-material amount which was covered in full by insurance. The settlement agreement was approved by the District Court and in July it was granted the force of a judgement.
(6) In July 2018, an application for certification of a class action was filed with the Central District Court against the Company alleging that the Company exploited the Defendants' monopolistic position to charge consumers in Israel excessive and unfair prices for products classified as "solid phosphate fertilizer" between 2011 and 2018, contrary to the provisions of the Restrictive Trade Practices Law, and unjust profits at the expense of the plaintiff and the represented group.
The represented group includes all the consumers who purchased, directly or indirectly, solid phosphate fertilizer products manufactured by the Defendants, or farming produce fertilized with solid phosphate fertilizer or food products that include such farming produce as stated above, in the years 2011-2018 (hereinafter – the Represented Group).
According to the statement of claim, the plaintiff requests, among other things, that the Court rules in his favor and in favor of the Represented Group, awarding them compensation for the damages allegedly caused to them, in the total amount of about $17 million. In January 2024, the parties signed a settlement agreement involving negligible amounts and in February 2024 submitted it to the District Court for approval. In May 2024, the District Court approved the settlement and granted it the force of a judgment.
(7) In addition to the contingent liabilities, as stated above, as of the reporting date the contingent liabilities regarding the matters of environmental protection and legal claims which are pending against the Group are in immaterial amounts. It is noted that part of the above claims is covered by insurance. According to the Company’s estimation, the provisions recognized in its financial statements are sufficient.
ICL Group Limited Consolidated Financial Statements 79
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 19 – Equity
| A. |
Composition:
|
|
As of December 31, 2024
|
As of December 31, 2023
|
|||
|
Authorized
|
Issued and paid
|
Authorized
|
Issued and paid
|
|
|
Number of ordinary shares of Israeli Shekel 1 par value (in millions)
|
|
|
|
|
|
Number of Special State shares of Israeli Shekel 1 par value
|
|
|
|
|
(*) For information regarding the amount of treasury shares, see Note 19.G.
The reconciliation of the number of shares outstanding at the beginning and end of the year is as follows:
|
Number of Outstanding Shares (in millions)
|
|
As of January 1, 2023
|
|
|
Issuance of shares
|
|
|
As of December 31, 2023
|
|
|
Issuance of shares
|
|
|
As of December 31, 2024
|
|
| B. |
Rights conferred by the shares
|
| (1) |
The ordinary shares grant their holders voting rights in General Meetings of the Company, the right to participate in shareholders’ meetings, the right to receive dividends and the right to a share in excess assets upon liquidation of ICL.
|
| (2) |
The Special State of Israel Share, is held by the State of Israel for the purpose of monitoring matters of vital interest to the State of Israel, grants special rights to make decisions, among other things, on the following matters:
|
| - |
Sale or transfer of company assets, which are “essential” to the State of Israel, not in the ordinary course of business.
|
| - |
Voluntary liquidation, change or reorganization of the organizational structure of ICL or merger (excluding mergers of entities controlled by ICL, directly or indirectly, that would not impair the rights or power of the Government, as holder of the Special State Share).
|
| - |
Any acquisition or holding of
|
| - |
The acquisition or holding of
|
ICL Group Limited Consolidated Financial Statements 80
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 19 – Equity (Cont'd)
| B. |
Rights conferred by the shares (cont'd)
|
|
| - |
Any percentage of holding of the Company’s shares, which grants its holder the right, ability or actual possibility to appoint, directly or indirectly, such number of the Company’s directors equal to half or more of the Company’s directors appointed.
|
In 2018, an inter-ministry team was established, headed by the Ministry of Finance, whose purpose is, among other things, to regulate the authority and supervision in respect of the Special State of Israel Share, as well as reduce the regulatory burden. In 2019, the work of this team was suspended until further notice due to the dissolution of the Knesset and lack of permanent Government. The Company is unable to estimate when or whether such team will recommence and what are the implications of this process over the Company, if any.
ICL Group Limited Consolidated Financial Statements 81
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 19 – Equity (cont'd)
| C. |
Share-based payments
|
| 1. |
Non-marketable options
|
|
Grant date
|
Employees entitled
|
Number of instruments (thousands)
|
Issuance's details
|
Instrument terms
|
Vesting conditions
|
Expiration date
|
|
June 30, 2016
|
Officers and senior employees
|
|
|
|
3 equal tranches:
(1) one third at the end of 12 months after the grant date
(2) one third at the end of 24 months after the grant date
(3) one third at the end of 36 months after the grant date
|
|
|
September 5, 2016
|
Former chairman of BOD
|
|
||||
|
February 14, 2017
|
Former CEO
|
|
|
|||
|
June 20, 2017
|
Officers and senior employees
|
|
|
|||
|
August 2, 2017
|
Former chairman of BOD
|
|
||||
|
March 6, 2018
|
Officers and senior employees
|
|
|
|||
|
May 14, 2018
|
CEO
|
|
|
|||
|
August 20, 2018
|
Former chairman of BOD
|
|
|
|||
|
April 15, 2019
|
Officers and senior manager
|
|
2 equal tranches:
(1) half at the end of 24 months after the grant date.
(2) half at the end of 36 months after the grant date.
|
|
||
|
June 27, 2019
|
CEO
|
|
||||
|
May 29, 2019 *
|
Chairman of BOD
|
|
||||
|
June 30, 2021
|
Senior employees
|
|
||||
|
February 8, 2022
|
Senior employees
|
|
3 equal tranches:
(1) one third at the end of 12 months after the grant date
(2) one third at the end of 24 months after the grant date
(3) one third at the end of 36 months after the grant date
|
|||
|
March 30, 2022
|
CEO
|
|
||||
|
March 30, 2022
|
Chairman of BOD
|
|
||||
|
February 14, 2023
|
Senior managers
|
|
||||
|
April 4, 2024
|
Officers and senior managers
|
|
| * |
The options were issued upon Mr. Doppelt's entry into office on July 1, 2019.
|
ICL Group Limited Consolidated Financial Statements 82
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 19 – Equity (cont'd)
| C. |
Share-based payments (cont'd)
|
| 1. |
Non-marketable options (cont'd)
|
|
Additional Information
The options issued to the employees in Israel are covered by the provisions of Section 102 of the Israeli Income Tax Ordinance. The issuance is performed through a trustee under the Capital Gains Track. The exercise price is linked to the known CPI as of the date of payment, which is the exercise date. When the Company distributes a dividend, the exercise price is reduced on the “ex dividend” date, by the amount of the dividend per share (gross), based on the amount in NIS thereof at the effective date.
The fair value of the options granted in 2014, as part of the amended 2014 Equity Compensation Plan, was estimated using the binomial model for pricing options. The fair value of all other options was estimated using the Black & Scholes model for pricing options. The parameters used in applying the models are as follows:
|
2014 Plan
|
||||||||
|
Granted 2016
|
Granted 2017
|
Granted 2018
|
Granted 2019
|
Granted 2021
|
Granted 2022
|
Granted 2023
|
Granted 2024
|
|
|
Share price (in $)
|
|
|
|
|
|
|
|
|
|
CPI-linked exercise price (in $)
|
|
|
|
|
|
|
|
|
|
Expected volatility:
|
||||||||
|
First tranche
|
|
|
|
|
|
|
|
|
|
Second tranche
|
|
|
|
|
|
|
|
|
|
Third tranche
|
|
|
|
|
|
|
|
|
|
Expected life of options (in years):
|
||||||||
|
First tranche
|
|
|
|
|
|
|
|
|
|
Second tranche
|
|
|
|
|
|
|
|
|
|
Third tranche
|
|
|
|
|
|
|
|
|
|
Risk-free interest rate:
|
||||||||
|
First tranche
|
|
|
|
(
|
|
(
|
|
|
|
Second tranche
|
|
|
|
(
|
|
(
|
|
|
|
Third tranche
|
|
|
|
|
|
(
|
|
|
|
Fair value (in $ millions)
|
|
|
|
|
|
|
|
|
|
Weighted average grant date fair value per option (in $)
|
|
|
|
|
|
|
|
|
ICL Group Limited Consolidated Financial Statements 83
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 19 – Equity (cont'd)
| C. |
Share-based payments (cont'd)
|
| 1. |
Non-marketable options (cont'd)
|
|
The expected volatility was determined based on the historical volatility in the Company’s share prices in the Tel-Aviv Stock Exchange.
The expected life of the options was determined according to Management’s estimate of the period in which the employees will hold the options, taking into consideration their position with the Company.
The risk‑free interest rate was determined based on the yield to maturity of shekel‑denominated Israeli Government debentures, with a remaining life equal or similar to the anticipated life of the option.
The cost of the benefit embedded in the options and shares from the amended 2014 Equity Compensation Plan is recognized in the statement of income over the vesting period of each portion. Accordingly, in 2024, 2023, and 2022, the Company recorded expenses of $10 million, $7 million and $12 million, respectively.
The movement in the options are as follows:
|
Number of options (in millions)
|
|
|
Balance as of January 1, 2023
|
|
|
Movement in 2023:
|
|
|
Exercised during the year
|
(
|
|
Total options outstanding as of December 31, 2023
|
|
|
Movement in 2024:
|
|
|
Granted during the year
|
|
|
Exercised during the year
|
(
|
|
Total options outstanding as of December 31, 2024
|
|
Subsequent to the date of the report
At the general meeting of shareholders, held on March 6, 2025, the shareholders approved a new three-year equity grant for the years 2025-2027 in the form of about 4.3 million non-marketable and non-transferable options for no consideration, under the Company’s 2024 Equity Plan, to ICL's newly appointed CEO and the Chairman of the Board. The vesting period of the options will be in three tranches, upon the lapse of 12 months, 24 months and 36 months from the grant date (March 6, 2025, for the Chairman of the Board and March 13, 2025, for the newly appointed CEO). The expiration date will be in March 2030. The aggregate fair value at the grant dates is about $7 million.
ICL Group Limited Consolidated Financial Statements 84
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 19 – Equity (cont'd)
| C. |
Share-based payments (cont'd)
|
| 1. |
Non-marketable options (cont'd)
|
|
The exercise prices for options outstanding at the beginning and end of each period are as follows (in US dollar):
|
December 31, 2024
|
December 31, 2023
|
December 31, 2022
|
|
Granted in 2016
|
|
|
|
|
Granted in 2017
|
|
|
|
|
Granted in 2018
|
|
|
|
|
Granted in 2019
|
|
|
|
|
Granted in 2021
|
|
|
|
|
Granted in 2022
|
|
|
|
|
Granted in 2023
|
|
|
|
|
Granted in 2024
|
|
|
|
The number of outstanding vested options at the end of each period and the weighted average of the exercise price for these options are as follows (*):
|
December 31, 2024
|
December 31, 2023
|
December 31, 2022
|
|
Number of options exercisable (in Millions)
|
|
|
|
|
Weighted average exercise price in Israeli Shekel
|
|
|
|
|
Weighted average exercise price in US Dollar
|
|
|
|
(*) The share price as of December 31, 2024, is NIS 18.00 and $4.94 .
The range of exercise prices for the options outstanding vested at the end of each period is as follows:
|
December 31, 2024
|
December 31, 2023
|
December 31, 2022
|
|
Range of exercise price in Israeli Shekel
|
|
|
|
|
Range of exercise price in US Dollar
|
|
|
|
The average remaining contractual life for the outstanding vested options at the end of each period is as follows:
|
December 31, 2024
|
December 31, 2023
|
December 31, 2022
|
|
Average remaining contractual life
|
|
|
|
ICL Group Limited Consolidated Financial Statements 85
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 19 – Equity (cont’d)
| D. |
Dividends distributed to the Company's Shareholders
|
|
Date of dividend distribution by the Board of Directors
|
Actual date of dividend distribution
|
Gross dividend distributed
($ millions)
|
Dividend per share
(in $)
|
|
February 8, 2022
|
|
|
|
|
May 10, 2022
|
|
|
|
|
July 26, 2022
|
|
|
|
|
November 8, 2022
|
|
|
|
|
Total 2022
|
|
|
|
|
February 14, 2023
|
|
|
|
|
May 9, 2023
|
|
|
|
|
August 8, 2023
|
|
|
|
|
November 7, 2023
|
|
|
|
|
Total 2023
|
|
|
|
|
February 26, 2024
|
|
|
|
|
May 8, 2024
|
|
|
|
|
August 12, 2024
|
|
|
|
|
November 10, 2024
|
|
|
|
|
Total 2024
|
|
|
|
|
February 25, 2025*
|
|
|
|
(*) The record date is March 12, 2025, and the payment date is March 25, 2025.
| E. |
Cumulative translation adjustment
|
The translation reserve includes all translation differences arising from translation of foreign operations’ financial statements.
| F. |
Capital reserves
|
The capital reserves include expenses for share‑based compensation to employees against a corresponding increase in equity (See item C above) and change in investment at fair value through other comprehensive income.
| G. |
Treasury shares
|
In 2008 and 2009, 22.4 million shares were acquired by the Group under a purchase plan, for a total consideration of approximately $258 million. The total shares held by the Group is about 24.5 million.
ICL Group Limited Consolidated Financial Statements 86
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 20 - Details of Income Statement Items
|
For the year ended December 31
|
|||
|
2024
|
2023
|
2022
|
|
|
$ millions
|
$ millions
|
$ millions
|
|
|
Sales
|
|
|
|
|
Cost of sales
|
|||
|
Materials consumed
|
|
|
|
|
Cost of labor
|
|
|
|
|
Energy and fuel
|
|
|
|
|
Depreciation and amortization
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
For the year ended December 31
|
|||
|
2024
|
2023
|
2022
|
|
|
$ millions
|
$ millions
|
$ millions
|
|
|
Selling, transport and marketing expenses
|
|||
|
Land and Marine transportation
|
|
|
|
|
Cost of labor
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
General and administrative expenses
|
|||
|
Cost of labor
|
|
|
|
|
Professional Services
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
Research and development expenses
|
|||
|
Cost of labor
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
ICL Group Limited Consolidated Financial Statements 87
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 20 - Details of Income Statement Items (cont’d)
|
For the year ended December 31
|
|||
|
2024
|
2023
|
2022
|
|
|
$ millions
|
$ millions
|
$ millions
|
|
|
Other income
|
|||
|
Contingent consideration
|
|
|
|
|
Rental Income
|
|
|
|
|
Insurance and energy tax refunds
|
|
|
|
|
Capital gain and profit from divestment
|
|
|
|
|
Employees benefits
|
|
|
|
|
Other
|
|
|
|
|
Other income recorded in the income statements
|
|
|
|
|
Other expenses
|
|||
|
Provision for site closure, restoration costs and efficiency plan
|
|
|
|
|
Doubtful debts
|
|
|
|
|
Financial instrument at fair value
|
|
|
|
|
Provision for legal claims
|
|
|
|
|
Other
|
|
|
|
|
Other expenses recorded in the income statements
|
|
|
|
ICL Group Limited Consolidated Financial Statements 88
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 20 - Details of Income Statement Items (cont’d)
|
For the year ended December 31
|
|||
|
2024
|
2023
|
2022
|
|
|
$ millions
|
$ millions
|
$ millions
|
|
|
Financing income and expenses
|
|||
|
Financing income:
|
|||
|
Net gain from changes in exchange rates
|
|
|
|
|
Financing income in relation to employee benefits
|
|
|
|
|
Interest income from banks and others
|
|
|
|
|
Net gain from change in fair value of derivative designated as economic hedge
|
|
|
|
|
Net gain from change in fair value of derivative designated as cash flow hedge
|
|
|
|
|
|
|
|
|
|
Financing expenses:
|
|||
|
Net loss from change in fair value of derivative designated as economic hedge
|
|
|
|
|
Net loss from change in fair value of derivative designated as cash flow hedge
|
|
|
|
|
Interest expenses to banks and others
|
|
|
|
|
Financing expenses in relation to employees' benefits
|
|
|
|
|
Banks and finance institutions commissions (mainly commission on early repayment of loans)
|
|
|
|
|
Net loss from changes in exchange rates
|
|
|
|
|
Financing expenses
|
|
|
|
|
Net of borrowing costs capitalized
|
|
|
|
|
|
|
|
|
|
Net financing expenses recorded in the income statements
|
|
|
|
ICL Group Limited Consolidated Financial Statements 89
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 21 - Financial Instruments and Risk Management
A. General
The Company has extensive international operations wherein it is exposed to credit, liquidity and market risks (including currency, interest and other price risks). In order to reduce the exposure to these risks, the Company holds financial derivative instruments, (including forward transactions, SWAP transactions, and options) to reduce the exposure to foreign currency risks, commodity price risks, energy and marine transport and interest risks. Furthermore, the Company holds derivative financial instruments to hedge the exposure and changes in the cash flows.
The transactions in derivatives are executed with large Israeli and non-Israeli financial institutions, and therefore Company management believes the credit risk in respect thereof is low.
This Note presents information about the Company's exposure to each of the above risks, and the Company's objectives, policies and processes for measuring and managing risk.
The Company regularly monitor the extent of our exposure and the rate of the hedging transactions for the various risks described below. The Company execute hedging transactions according to our hedging policy with reference to the actual developments and expectations in the various markets.
ICL Group Limited Consolidated Financial Statements 90
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 21 - Financial Instruments and Risk Management (cont'd)
B. Groups and measurement bases of financial assets and financial liabilities
|
As of December 31, 2024
|
||||
|
Financial assets
|
Financial liabilities
|
|||
|
Measured at
fair value
through the
statement of
income
|
Measured at
amortized
cost
|
Measured at
fair value
through the
statement of
income
|
Measured at
amortized cost
|
|
|
$ millions
|
||||
|
Current assets
|
||||
|
Cash and cash equivalents
|
|
|
|
|
|
Short-term investments and deposits
|
|
|
|
|
|
Trade receivables
|
|
|
|
|
|
Other receivables
|
|
|
|
|
|
Foreign currency derivative designated as economic hedge
|
|
|
|
|
|
Foreign currency and interest derivative instruments designated as cash flow hedge
|
|
|
|
|
|
Non-current assets
|
||||
|
Foreign currency and interest derivative instruments designated as cash flow hedge
|
|
|
|
|
|
Other non-current assets
|
|
|
|
|
|
Total financial assets
|
|
|
|
|
|
Current liabilities
|
||||
|
Short term debt
|
|
|
|
(
|
|
Trade payables
|
|
|
|
(
|
|
Other current liabilities
|
|
|
|
(
|
|
Foreign currency derivative designated as economic hedge
|
|
|
(
|
|
|
Foreign currency and interest derivative instruments designated as cash flow hedge
|
|
|
(
|
|
|
Non-current liabilities
|
||||
|
Long term debt and debentures
|
|
|
|
(
|
|
Foreign currency and interest derivative instruments designated as cash flow hedge
|
|
|
(
|
|
|
Other non- current liabilities
|
|
|
|
(
|
|
Total financial liabilities
|
|
|
(
|
(
|
|
Total financial instruments, net
|
|
|
(
|
(
|
ICL Group Limited Consolidated Financial Statements 91
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 21 - Financial Instruments and Risk Management (cont'd)
B. Groups and measurement bases of financial assets and financial liabilities (cont'd)
|
As of December 31, 2023
|
||||
|
Financial assets
|
Financial liabilities
|
|||
|
Measured at
fair value
through the
statement of
income
|
Measured at
amortized
cost
|
Measured at
fair value
through the
statement of
income
|
Measured at
amortized
cost
|
|
|
$ millions
|
||||
|
Current assets
|
||||
|
Cash and cash equivalents
|
|
|
|
|
|
Short-term investments and deposits
|
|
|
|
|
|
Trade receivables
|
|
|
|
|
|
Other receivables
|
|
|
|
|
|
Foreign currency derivative designated as economic hedge
|
|
|
|
|
|
Foreign currency and interest derivative instruments designated as cash flow hedge
|
|
|
|
|
|
Non-current assets
|
||||
|
Foreign currency and interest derivative instruments designated as cash flow hedge
|
|
|
|
|
|
Other non-current assets
|
|
|
|
|
|
Total financial assets
|
|
|
|
|
|
Current liabilities
|
||||
|
Short term debt
|
|
|
|
(
|
|
Trade payables
|
|
|
|
(
|
|
Other current liabilities
|
|
|
|
(
|
|
Foreign currency derivative designated as economic hedge
|
|
|
(
|
|
|
Foreign currency and interest derivative instruments designated as cash flow hedge
|
|
|
(
|
|
|
Non-current liabilities
|
||||
|
Long term debt and debentures
|
|
|
|
(
|
|
Foreign currency and interest derivative instruments designated as cash flow hedge
|
|
|
(
|
|
|
Other non- current liabilities
|
|
|
|
(
|
|
Total financial liabilities
|
|
|
(
|
(
|
|
Total financial instruments, net
|
|
|
(
|
(
|
ICL Group Limited Consolidated Financial Statements 92
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 21 - Financial Instruments and Risk Management (cont'd)
C. Credit risk
(1) General
(a) Customer credit risks
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and it arises mainly from the Company’s receivables from customers and from other receivables as well as from investments in securities.
The Company sells to a wide range and large number of customers, including customers with material credit balances. On the other hand, the Company does not have a concentration of sales to individual customers.
The Company has a regular policy of ensuring the credit risk of its customers by means of purchasing credit insurance with insurance companies, other than sales to government agencies and sales in small amounts. Most of all other sales are executed only after receiving approval of coverage in the necessary amount from an insurance company or other collaterals of a similar level. Part of the Brazilian companies are using uninsured model based on self-disclosure underwriting, with local collateral structure and credit committee policy.
The use of an insurance company as aforementioned ensures that the credit risk is managed professionally and objectively by an expert external party and transfers most of the credit risk to third parties. Nevertheless, the common deductible in credit insurances is 10% (even higher in a small number of cases) thus the Company is still exposed to part of the risk, out of the total
In addition, the Company has an additional deductible cumulative annual amount of approximately $6 million through a wholly‑owned captive reinsurance company.
Most of the Company’s customers have been trading with the Company for many years and only rarely have credit losses been incurred by the Company. The financial statements include specific allowance for doubtful debts that appropriately reflect, in Management’s opinion, the credit loss in respect of accounts receivables which are considered doubtful.
(b) Credit risks in respect of deposits
The Company deposits its balance of liquid financial assets in bank deposits and in securities. All the deposits are with a diversified group of leading banks preferably with banks that provide loans to the Company.
ICL Group Limited Consolidated Financial Statements 93
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 21 - Financial Instruments and Risk Management (cont'd)
C. Credit risk (cont'd)
(2) Maximum Exposure to credit risk
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was:
|
As of December 31
|
||
|
Carrying amount ($ millions)
|
||
|
2024
|
2023
|
|
|
Cash and cash equivalents
|
|
|
|
Short term investments and deposits
|
|
|
|
Trade receivables
|
|
|
|
Other receivables
|
|
|
|
Derivatives
|
|
|
|
Other non-current assets
|
|
|
|
|
|
The maximum exposure to credit risk for trade receivables, at the reporting date by geographic region was:
|
As of December 31
|
||
|
Carrying amount ($ millions)
|
||
|
2024
|
2023
|
|
|
South America
|
|
|
|
Europe
|
|
|
|
Asia
|
|
|
|
North America
|
|
|
|
Israel
|
|
|
|
Other
|
|
|
|
|
|
(3) Aging of debts and impairment losses
The aging of trade receivables at the reporting date was:
|
As of December 31
|
||||
|
2024
|
2023
|
|||
|
Gross
|
Impairment
|
Gross
|
Impairment
|
|
|
$ millions
|
$ millions
|
$ millions
|
$ millions
|
|
|
Not past due
|
|
|
|
(
|
|
Past due up to 3 months
|
|
(
|
|
(
|
|
Past due 3 to 12 months
|
|
(
|
|
(
|
|
Past due over 12 months
|
|
(
|
|
(
|
|
|
(
|
|
(
|
ICL Group Limited Consolidated Financial Statements 94
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 21 - Financial Instruments and Risk Management (cont'd)
C. Credit risk (cont'd)
(3) Aging of debts and impairment losses (cont'd)
The movement in the allowance for doubtful accounts during the year was as follows:
|
2024
|
2023
|
|
|
$ millions
|
$ millions
|
|
Balance as of January 1
|
|
|
|
Additional allowance
|
|
|
|
Changes due to translation differences
|
(
|
|
|
Balance as of December 31
|
|
|
D. Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to timely meet its liabilities, under both normal and stressed conditions, without incurring unwanted losses.
The Company manages the liquidity risk by holding cash balances, short-term deposits and secured bank credit facilities.
The following are the contractual maturities of financial liabilities, including estimated interest payments:
|
As of December 31, 2024
|
|||||
|
Carrying amount
|
12 months or less
|
1-2 years
|
3-5 years
|
More than 5 years
|
|
|
$ millions
|
|||||
|
Non-derivative financial liabilities
|
|||||
|
Short term debt (not including current maturities)
|
|
|
|
|
|
|
Trade payables
|
|
|
|
|
|
|
Other current liabilities
|
|
|
|
|
|
|
Long-term debt, debentures and others
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities – derivative instruments
|
|||||
|
Foreign currency and interest derivative designated as economic hedge
|
|
|
|
|
|
|
Foreign currency and interest derivative designated as cash flow hedge
|
|
|
|
|
|
|
|
|
|
|
|
ICL Group Limited Consolidated Financial Statements 95
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 21 - Financial Instruments and Risk Management (cont'd)
D. Liquidity risk (cont'd)
|
As of December 31, 2023
|
|||||
|
Carrying amount
|
12 months or less
|
1-2 years
|
3-5 years
|
More than 5 years
|
|
|
$ millions
|
|||||
|
Non-derivative financial liabilities
|
|||||
|
Short term debt (not including current maturities)
|
|
|
|
|
|
|
Trade payables
|
|
|
|
|
|
|
Other current liabilities
|
|
|
|
|
|
|
Long-term debt, debentures and others
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities – derivative instruments
|
|||||
|
Foreign currency and interest derivative designated as economic hedge
|
|
|
|
|
|
|
Foreign currency and interest derivative designated as cash flow hedge
|
|
|
|
|
|
|
|
|
|
|
|
E. Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the fair value or future cash flows of a financial instrument.
1. Interest risk
The Company has loans bearing variable interests and therefore its financial results and cash flows are exposed to fluctuations in the market interest rates.
From time to time, the Company uses financial instruments including derivatives in order to hedge this exposure. The Company uses interest rate swap and cross currency swaps contracts mainly in order to reduce the exposure to cash flow risk in respect of changes in interest rates.
ICL Group Limited Consolidated Financial Statements 96
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 21 - Financial Instruments and Risk Management (cont'd)
E. Market risk (cont'd)
1. Interest risk (cont'd)
(a) Interest Rate Profile
Set forth below are details regarding the type of interest on the Company’s non-derivative interest‑bearing financial instruments:
|
As of December 31
|
||
|
2024
|
2023
|
|
|
$ millions
|
$ millions
|
|
|
Fixed rate instruments
|
|
|
|
Financial assets
|
|
|
|
Financial liabilities
|
(
|
(
|
|
(
|
(
|
|
|
Variable rate instruments
|
||
|
Financial assets
|
|
|
|
Financial liabilities
|
(
|
(
|
|
(
|
(
|
(b) Sensitivity analysis for fixed rate instruments
Most of the Company’s instruments bearing fixed interest are not measured at fair value through the statement of income. Therefore, changes in the interest rate will not have any impact on the profit or loss in respect of changes in the value of assets and liabilities bearing fixed interest.
(c) Sensitivity analysis for variable rate instruments
The below analysis assumes that all other variables (except for the interest rate), in particular foreign currency rates, remain constant.
|
As of December 31, 2024
|
||||
|
Impact on profit (loss)
|
||||
|
Decrease of 1% in interest
|
Decrease of 0.5% in interest
|
Increase of 0.5% in interest
|
Increase of 1% in interest
|
|
|
$ millions
|
||||
|
SWAP instruments
|
||||
|
Changes in Israeli Shekel interest
|
|
|
(
|
(
|
ICL Group Limited Consolidated Financial Statements 97
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 21- Financial Instruments and Risk Management (cont'd)
E. Market risk (cont’d)
1. Interest risk (cont’d)
(d) Terms of derivative financial instruments used to hedge interest risk
|
As of December 31, 2024
|
||||
|
Carrying amount
(fair value) |
Stated amount
|
Maturity date
|
Interest rate range
|
|
|
$ millions
|
$ millions
|
Years
|
%
|
|
|
Israeli Shekel
|
||||
|
SWAP contracts from fixed ILS interest to fixed USD interest
|
(
|
|
|
|
|
As of December 31, 2023
|
||||
|
Carrying amount
(fair value) |
Stated amount
|
Maturity date
|
Interest rate range
|
|
|
$ millions
|
$ millions
|
Years
|
%
|
|
|
Israeli Shekel
|
||||
|
SWAP contracts from fixed ILS interest to fixed USD interest
|
(
|
|
|
|
2. Currency risk
The Company is exposed to currency risk with respect to sales, purchases, assets and liabilities that are denominated in a currency other than the functional currency of the Company. The main exposure is the New Israeli Shekel, Euro, British Sterling, Chinese Yuan Brazilian Real and Turkish Lira.
The Company enters foreign currency derivatives – forward exchange transactions and currency options – all in order to protect the Company from the risk that the eventual cash flows, resulting from existing assets and liabilities, and sales and purchases of goods within the framework of firm or anticipated commitments (based on a budget of up to one year), denominated in foreign currency, will be affected by changes in the exchange rates.
ICL Group Limited Consolidated Financial Statements 98
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 21- Financial Instruments and Risk Management (cont'd)
E. Market risk (cont’d)
2. Currency risk (cont'd)
(a) Sensitivity analysis
A 10% increase at the rate of the US dollar against the following currencies would have increased (decreased) profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant.
|
As of December 31,
|
||
|
Impact on profit (loss)
|
||
|
2024
|
2023
|
|
|
$ millions
|
$ millions
|
|
|
Non-derivative financial instruments
|
||
|
US Dollar/Euro
|
(
|
(
|
|
US Dollar/Israeli Shekel
|
|
|
|
US Dollar/British Pound
|
(
|
|
|
US Dollar/Brazilian Real
|
|
|
|
US Dollar/Chinese Yuan
|
|
|
A 10% decrease of the US dollar against the above currencies as of December 31, 2024, would have the same effect but in the opposite direction.
Presented hereunder is a sensitivity analysis of the Company’s foreign currency derivative instruments. Any change in the exchange rates of the principal currencies shown below would have increased (decreased) profit and loss and equity by the amounts shown below. This analysis assumes that all other variables remain constant.
|
As of December 31, 2024
|
||||
|
Increase 10%
|
Increase 5%
|
Decrease 5%
|
Decrease 10%
|
|
|
$ millions
|
||||
|
US Dollar/Brazilian Real
|
||||
|
Forward transactions
|
|
|
(
|
(
|
|
US Dollar/Israeli Shekel
|
||||
|
Forward transactions
|
(
|
(
|
|
|
|
Forward transactions hedge accounting
|
(
|
(
|
|
|
|
SWAP
|
(
|
(
|
|
|
|
US Dollar/British Pound
|
||||
|
Options
|
(
|
(
|
|
|
|
Euro/ US Dollar
|
||||
|
Forward transactions
|
|
|
(
|
(
|
|
Options
|
|
|
(
|
(
|
ICL Group Limited Consolidated Financial Statements 99
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 21 - Financial Instruments and Risk Management (cont'd)
E. Market risk (cont'd)
2. Currency risk (cont'd)
(b) Terms of derivative financial instruments used to reduce foreign currency risk
|
As of December 31, 2024
|
|||
|
Carrying amount
|
Stated amount
|
Average
|
|
|
$ millions
|
exchange rate
|
||
|
Forward contracts
|
|||
|
US Dollar/Israeli Shekel
|
(
|
|
|
|
Euro/US Dollar
|
|
|
|
|
US Dollar/Brazilian Real
|
|
|
|
|
British Pound/Euro
|
|
|
|
|
British Pound/US Dollar
|
|
|
|
|
Euro/Chinese Yuan Renminbi
|
|
|
|
|
Other
|
|
|
|
|
Forward contracts hedge accounting
|
|||
|
US Dollar/Israeli Shekel
|
|
|
|
|
Currency and interest SWAPs
|
|||
|
US Dollar/Israeli Shekel
|
(
|
|
|
|
Put options
|
|||
|
US Dollar/Israeli Shekel
|
|
|
|
|
Euro/US Dollar
|
|
|
|
|
US Dollar/Japanese Yen
|
|
|
|
|
British Pound/US Dollar
|
|
|
|
|
Call options
|
|||
|
US Dollar/Israeli Shekel
|
|
|
|
|
Euro/US Dollar
|
|
|
|
|
US Dollar/Japanese Yen
|
|
|
|
|
British Pound/US Dollar
|
|
|
|
ICL Group Limited Consolidated Financial Statements 100
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 21 - Financial Instruments and Risk Management (cont'd)
E. Market risk (cont'd)
2. Currency risk (cont'd)
(b) Terms of derivative financial instruments used to reduce foreign currency risk (cont’d)
|
As of December 31, 2023
|
|||
|
Carrying amount
|
Stated amount
|
Average exchange rate
|
|
|
$ millions
|
|||
|
Forward contracts
|
|||
|
US Dollar/Israeli Shekel
|
|
|
|
|
Euro/US Dollar
|
|
|
|
|
US Dollar/Brazilian Real
|
|
|
|
|
British Pound/US Dollar
|
|
|
|
|
Euro/Chinese Yuan Renminbi
|
(
|
|
|
|
Other
|
|
|
|
|
Forward contracts hedge accounting
|
|||
|
US Dollar/Israeli Shekel
|
|
|
|
|
Currency and interest SWAPs
|
|||
|
US Dollar/Israeli Shekel
|
(
|
|
|
|
Put options
|
|||
|
US Dollar/Israeli Shekel
|
|
|
|
|
Euro/US Dollar
|
|
|
|
|
US Dollar/Japanese Yen
|
|
|
|
|
British Pound/US Dollar
|
|
|
|
|
Call options
|
|||
|
US Dollar/Israeli Shekel
|
|
|
|
|
Euro/US Dollar
|
|
|
|
|
US Dollar/Japanese Yen
|
|
|
|
|
British Pound/US Dollar
|
|
|
|
ICL Group Limited Consolidated Financial Statements 101
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 21 - Financial Instruments and Risk Management (cont'd)
E. Market risk (cont'd)
2. Currency risk (cont'd)
(c) Linkage terms of monetary balances – in millions of dollars
|
As of December 31, 2024
|
||||||||
|
US Dollar
|
Euro
|
British Pound
|
Israeli Shekel
|
Brazilian Real
|
Chinese Yuan Renminbi
|
Other
|
Total
|
|
|
Non-derivative instruments:
|
||||||||
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
Short term investments and deposits
|
|
|
|
|
|
|
|
|
|
Trade receivables
|
|
|
|
|
|
|
|
|
|
Other receivables
|
|
|
|
|
|
|
|
|
|
Other non-current assets
|
|
|
|
|
|
|
|
|
|
Total financial assets
|
|
|
|
|
|
|
|
|
|
Short-term debt
|
|
|
|
|
|
|
|
|
|
Trade payables
|
|
|
|
|
|
|
|
|
|
Other current liabilities
|
|
|
|
|
|
|
|
|
|
Long term debt, debentures and others
|
|
|
|
|
|
|
|
|
|
Other non-current liabilities
|
|
|
|
|
|
|
|
|
|
Total financial liabilities
|
|
|
|
|
|
|
|
|
|
Total non-derivative financial instruments, net
|
(
|
(
|
|
(
|
|
|
|
(
|
|
Derivative instruments:
|
||||||||
|
Forward transactions
|
|
|
|
|
|
|
|
|
|
Forward transactions hedge accounting
|
|
|
|
|
|
|
|
|
|
Cylinder
|
|
|
|
|
|
|
|
|
|
SWAPS – US dollar into Israeli shekel
|
|
|
|
|
|
|
|
|
|
Total derivative instruments
|
|
|
|
|
|
|
|
|
|
Net exposure
|
(
|
(
|
|
|
|
|
|
(
|
ICL Group Limited Consolidated Financial Statements 102
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 21 - Financial Instruments and Risk Management (cont'd)
E. Market risk (cont'd)
2. Currency risk (cont'd)
(c) Linkage terms of monetary balances – in millions of dollars (cont'd)
|
As of December 31, 2023
|
||||||||
|
US Dollar
|
Euro
|
British Pound
|
Israeli Shekel
|
Brazilian Real
|
Chinese Yuan Renminbi
|
Others
|
Total
|
|
|
Non-derivative instruments:
|
||||||||
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
Short term investments and deposits
|
|
|
|
|
|
|
|
|
|
Trade receivables
|
|
|
|
|
|
|
|
|
|
Other receivables
|
|
|
|
|
|
|
|
|
|
Other non-current assets
|
|
|
|
|
|
|
|
|
|
Total financial assets
|
|
|
|
|
|
|
|
|
|
Short-term debt
|
|
|
|
|
|
|
|
|
|
Trade payables
|
|
|
|
|
|
|
|
|
|
Other current liabilities
|
|
|
|
|
|
|
|
|
|
Long term debt, debentures and others
|
|
|
|
|
|
|
|
|
|
Other non-current liabilities
|
|
|
|
|
|
|
|
|
|
Total financial liabilities
|
|
|
|
|
|
|
|
|
|
Total non-derivative financial instruments, net
|
(
|
(
|
|
(
|
|
|
|
(
|
|
Derivative instruments:
|
||||||||
|
Forward transactions
|
|
|
|
|
|
|
|
|
|
Forward transactions hedge accounting
|
|
|
|
|
|
|
|
|
|
Cylinder
|
|
|
|
|
|
|
|
|
|
SWAPS – US dollar into Israeli shekel
|
|
|
|
|
|
|
|
|
|
Total derivative instruments
|
|
|
|
|
|
|
|
|
|
Net exposure
|
(
|
(
|
|
|
|
|
|
(
|
ICL Group Limited Consolidated Financial Statements 103
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 21 - Financial Instruments and Risk Management (cont'd)
E. Market risk (cont’d)
3. Hedge accounting
The Company is exposed to changes in the exchange rate of the Israeli shekel and euro against the dollar in respect of principal and interest in certain debentures, loans, labor costs, sales and other operating expenses. The Company's risk management strategy is to hedge the changes in cash flows deriving from liabilities, labor costs and other operational costs denominated in Israeli shekels by using derivatives. These exposures are hedged from time to time, according to the assessment of the exposure and inherent risks against which the Company chooses to hedge, in accordance with the Company's risk management strategy.
In view of the above, the Company designated several forward contracts and options transactions for cash flow hedge and applied hedge accounting. These transactions, which include a portion of labor costs and other operational costs denominated in Israeli shekel and sales denominated in euro, are intended to secure the effect of the change in the exchange rate of the dollar against the hedged portion, thereby protecting the Company's operating income from currency fluctuation. The Company applies a 1:1 hedging ratio. The main source of potential ineffectiveness in these hedging ratios is negligible schedule differences between the hedged item and the hedging instrument. As of the date of the hedge transaction, the total balance of the hedged instruments amounted to about $360 million.
ICL Group Limited Consolidated Financial Statements 104
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 21 - Financial Instruments and Risk Management (cont'd)
F. Fair value of financial instruments
The carrying amounts in the books of certain financial assets and financial liabilities, including cash and cash equivalents, investments, short-term deposits and loans, receivables and other debit balances, long-term investments and receivables, short-term credit, payables and other credit balances, long-term loans bearing variable interest and other liabilities, and derivative financial instruments, correspond to or approximate their fair value.
The following table details the book value and the fair value of financial instrument groups presented in the financial statements not in accordance with their fair value:
|
As of December 31, 2024
|
As of December 31, 2023
|
|||
|
Carrying
amount
|
Fair value
|
Carrying
amount
|
Fair value
|
|
|
$ millions
|
$ millions
|
|||
|
Loans bearing fixed interest (1)
|
|
|
|
|
|
Debentures bearing fixed interest
|
||||
|
Marketable (2)
|
|
|
|
|
|
Non-marketable (3)
|
|
|
|
|
|
|
|
|
|
| (1) |
The fair value of the Euro loans bearing fixed interest is based on calculation of the present value of the cash flows in respect of the principal and the interest and is discounted at the market interest rates on the measurement date for similar loans having similar characteristics and is classified as Level 2 in the fair value hierarchy. The average discount interest as of December 31, 2024, for the Euro loans was
|
| (2) |
The fair value of the marketable debentures is based on the quoted stock exchange price and is classified as Level 1 in the fair value hierarchy.
|
| (3) |
The fair value of the non-marketable debentures is based on present value calculation of the cash flows in respect of the principal and interest and is discounted at the market customary SOFR rate for similar loans with similar characteristics and is classified as Level 2 in the fair value hierarchy. The average discount interest as of December 31, 2024, was
|
G. Hierarchy of fair value
The following table presents an analysis of the financial instruments measured by fair value, using the valuation method. (See Note 4).
The following levels were defined:
Level 2: Observed data (directly or indirectly) not included in Level 1 above.
|
Level 2
|
As of December 31, 2024
|
As of December 31, 2023
|
|
$ millions
|
$ millions
|
|
Derivatives designated as economic hedge, net
|
|
|
|
Derivatives designated as cash flow hedge, net
|
|
|
|
|
|
ICL Group Limited Consolidated Financial Statements 105
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 22 - Earnings per Share
Basic earnings per share
Calculation of the basic earnings per share for the year ended December 31, 2024, is based on the earnings allocated to the holders of the ordinary shares divided by the weighted-average number of ordinary shares outstanding, calculated as follows:
|
For the year ended December 31
|
|||
|
2024
|
2023
|
2022
|
|
|
$ millions
|
$ millions
|
$ millions
|
|
|
Earnings attributed to the shareholders of the Company
|
|
|
|
Weighted-average number of ordinary shares in thousands:
|
For the year ended December 31
|
|||
|
2024
|
2023
|
2022
|
|
|
Shares thousands
|
Shares thousands
|
Shares thousands
|
|
|
Balance as of January 1
|
|
|
|
|
Shares issued during the year
|
|
|
|
|
Weighted average number of ordinary shares used in computation of the basic earnings per share
|
|
|
|
Diluted earnings per share
Calculation of the diluted earnings per share for the year ended December 31, 2024, is based on the earnings allocated to the holders of the ordinary shares divided by the weighted-average number of ordinary shares outstanding after adjustment for the number of potential diluted ordinary shares, calculated as follows:
Weighted average number of ordinary shares (diluted) in thousands:
|
For the year ended December 31
|
|||
|
2024
|
2023
|
2022
|
|
|
Shares thousands
|
Shares thousands
|
Shares thousands
|
|
|
Weighted average number of ordinary shares used in the computation of the basic earnings per share
|
|
|
|
|
Effect of stock options*
|
|
|
|
|
Weighted average number of ordinary shares used in the computation of the diluted earnings per share
|
|
|
|
* As of December 31, 2024, 2023 and 2022, number of 23.5 million, 11 million and 7.6 million options, respectively, were not included since they did not have a diluting effect.
The average market value of the Company’s shares, for purposes of calculating the dilutive effect of the stock options, is based on the quoted market prices for the period in which the options were outstanding.
ICL Group Limited Consolidated Financial Statements 106
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 23 - Related and Interested Parties
Related parties within its meaning in IAS 24 (2009), “Related Parties Disclosure”; Interested parties within their meaning in Paragraph 1 of the definition of an “interested party” in Section 1 of the Israeli Securities Law, 1968.
| A. |
Parent company and subsidiaries
|
To the best of Israel Corp.’s knowledge, Millenium is wholly held by Mashat (Investments) Ltd. (“Mashat”). Mashat is wholly owned by Ansonia Holdings Singapore B.V. (“Ansonia”) which is incorporated in the Netherlands. Ansonia is a wholly owned subsidiary of Jelany Corporation N.V. (registered in Curaçao), which is wholly owned subsidiary of the Liberian company, Court Investments Ltd. (“Court”). Court is wholly owned by a discretionary trust, in which Mr. Idan Ofer is the beneficiary. In addition, as of December 31, 2024, Lynav Holdings Ltd. ("Lynav"), which is a company controlled by a discretionary trust in which Mr. Idan Ofer is the beneficiary, holds directly approximately 9.39 % of the issued share capital (and 9.48 % of the voting rights) of Israel Corp. Furthermore, as of December 31, 2024, Mr. Idan Ofer holds directly approximately 0.05 % of the issued share capital of Israel Corp (and approximately 0.05 % of the voting rights).
Even though Israel Corp. holds less than 50 % of the Company’s ordinary shares, it still has decisive influence at the general meetings of the Company’s shareholders and, effectively, it has the power to appoint directors (other than the external directors) and to exert significant influence with respect to the composition of the Company’s Board of Directors.
As of December 31, 2024, approximately 73 million ordinary shares have been pledged by Israel Corp. to secure certain liabilities, almost entirely comprised of margin loans with an aggregate outstanding principal amount of $150 million.
ICL Group Limited Consolidated Financial Statements 107
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 23 - Related and Interested Parties (cont'd)
| B. |
Benefits to key management personnel (including directors)
|
The senior managers, in addition to their salaries, are entitled to non-cash benefits (such as vehicle, mobile etc.). The Group contributes to a post-employment defined benefit plan on their behalf. In accordance with the terms of the plan, the retirement age of senior managers is 67. Senior managers and directors also participate in the Company's incentive and equity remuneration plans (options for Company shares) (see Notes 16 and 19).
The Company's key management personnel in 2024, consists of 26 individuals, of whom 11 are not employed by the Company (directors). The Company's key management personnel in 2023, consisted of 24 individuals, of whom 10 were not employed by the Company (directors).
Set forth below are details of the benefits for key management personnel in 2024 and 2023.
|
For the year ended
December 31
|
||
|
2024
|
2023
|
|
|
$ millions
|
$ millions
|
|
|
Short-term benefits
|
|
|
|
Post-employment benefits
|
|
|
|
Share-based payments
|
|
|
|
Total *
|
|
|
|
* To interested parties employed by the Company
|
|
|
|
* To interested parties not employed by the Company
|
|
|
C. Ordinary transactions that are not exceptional
The Company’s Board of Directors, following the approval of the Audit Committee, decided that a transaction with related and interested parties will be considered a “negligible transaction” for public reporting purposes if all the following conditions have been met:
| (1) |
It is not an “extraordinary transaction” within the meaning thereof in the Companies Law.
|
| (2) |
The effect of each of the parameters listed below is less than one percent (hereinafter – the Negligibility Threshold).
|
For every transaction or arrangement that is tested for the Negligibility Threshold, the parameters will be examined, to the extent they are relevant, on the basis of the Company's condensed or audited consolidated financial statements, as applicable, prior to the transaction, as detailed below:
ICL Group Limited Consolidated Financial Statements 108
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 23 - Related and Interested Parties (cont’d)
C. Ordinary transactions that are not exceptional (cont'd)
Acquisition of assets
Assets ratio – the value of the assets in the transaction divided by total assets.
Sale of assets
Assets ratio – the amount of the assets in the transaction divided by total assets in most recent consolidated balance sheet.
Profit ratio – the profit or loss from the transaction (in absolute value) divided by the annual average of last twelve quarters profit/ loss (in absolute value).
Financial liabilities
Liabilities ratio – loan principle divided by the total liabilities in most recent consolidated balance sheet.
Financing expenses ratio – the expected financing expenses for the specific loan divided by the gross financing expenses in most recent consolidated P&L statement.
Acquisition and sale of products (except fixed assets), services, leases and production inputs
Income ratio – estimated income from the transaction divided by the annual average of total income in last twelve quarterly consolidated P&L statements, or
Production inputs ratio – the aggregate expenses in the transaction divided by the annual average of total expenses in last twelve quarterly consolidated P&L statements.
| (3) |
The transaction is negligible also from a qualitative point of view. For the purpose of this criteria, it shall be examined whether there are special considerations justifying reporting of the transaction, even if it does not meet the quantitative criteria described above.
|
| (4) |
In examining the negligibility of a transaction expected to occur in the future, among other things, the probability of the transaction occurring will be examined.
|
ICL Group Limited Consolidated Financial Statements 109
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 23 - Related and Interested Parties (cont’d)
D. Transactions with related and interested parties
|
For the year ended December 31
|
|||
|
2024
|
2023
|
2022
|
|
|
$ millions
|
$ millions
|
$ millions
|
|
|
Sales
|
|
|
|
|
Cost of sales
|
|
|
|
|
Selling, transport and marketing expenses
|
|
|
|
|
Financing income, net
|
(
|
(
|
|
|
General and administrative expenses
|
|
|
|
|
Management fees to the parent company
|
|
|
|
| (1) |
Until July 2022, the Company and its parent company, Israel Corp., were parties to a management services agreement, pursuant to which Israel Corp. provided to the Company board member services and ongoing general consulting services, such as professional, financial, strategic, legal and managerial advice, for an annual management fee of $
|
| (2) |
The Company’s directors’ and officers’ liability insurance policies include a two-tier coverage for directors’ and officers’ liability, comprising of a joint primary tier with Israel Corp. and a separate tier covering the Company alone. Our directors and officers are beneficiaries of both tiers.
|
The Company’s directors’ and officers’ liability insurance policy for 2024, which was in effect until February 2025, was approved by the Company's authorized organs and included a liability limit of $200 million (comprised of a limit of $40 million joint tier with Israel Corp. and additional Side A coverage (directors and officers only) of $160 million for the Company only).
In February 2025, the Company's directors’ and officers’ liability insurance policy for 2025 was approved by the Company's authorized organs, in accordance with the Relief Regulations and the Compensation Policy and is effective as of March 2025. The 2025 directors’ and officers’ liability insurance policy continue to include a liability limit of $200 million for both tiers (comprised of a limit of $40 million joint with Israel Corp. and additional Side A coverage (directors and officers only) of $160 million for the Company only).
ICL Group Limited Consolidated Financial Statements 110
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 23 - Related and Interested Parties (cont’d)
D. Transactions with related and interested parties (cont'd)
| (3) |
In December 2017, the Company, Oil Refineries Ltd. (hereinafter – "ORL", a public company controlled at that time by Israel Corp., our controlling shareholder) and OPC Energy Ltd. (a public company that is controlled indirectly by one of the Company’s controlling shareholders) signed individual agreements with Energean PLC for the supply of natural gas. Under the agreement between the Company and Energean, the Company will be entitled to acquire up to 13 BCM of natural gas over a period of 15 years, in the total amount of approximately $1.8 billion. As of December 31, 2023, ORL was no longer affiliated with our controlling shareholder. For further information, see Note 18.
|
| (4) |
In October 2020, the Company and ORL signed individual bridge supply agreements with Tamar Reservoir for the supply of natural gas, following a process of joint negotiations with the supplier and the approval of ICL's general meeting of shareholders. As of December 31, 2022, the bridge supply agreement with Tamar reservoir was no longer in effect. As of December 31, 2023, ORL was no longer affiliated with our controlling shareholder. For further information, see Note 18.
|
E. Balances with related and interested parties
Composition:
|
As of December 31
|
||
|
2024
|
2023
|
|
|
$ millions
|
$ millions
|
|
|
Other current assets
|
|
|
|
Other current liabilities (*)
|
|
|
* The balance included transactions with the Company Zim Integrated Shipping Ltd. which is not an interested party from the end of December 2024.
ICL Group Limited Consolidated Financial Statements 111
Notes to the Consolidated Financial Statements as of December 31, 2024
Note 24 – Group Main Entities
|
Ownership interest in its
subsidiary and investee companies
for the year ended December 31
|
|||
|
Name of company
|
Principal location of the
company’s activity
|
2024
|
2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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ICL Investment Co. Ltd.
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ICL Group Limited Consolidated Financial Statements 112
