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, 2023 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:
☐ U.S. GAAP
☒ International Financial Reporting Standards as issued by the International Accounting Standards Board
☐ Other
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, 2023
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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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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 approvals and permits from the authorities in Israel to continue
our phosphate mining operations in Rotem Amfert Israel; 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
the 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, 2023, into US dollars at an exchange rate of NIS 3.627 to $1.00,
the daily representative exchange rate reported by the Bank of Israel as of December 31, 2023. Euro amounts were translated into US dollars
at an exchange rate of €0.9 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 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 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 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 having 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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Rotem Israel |
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 the 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 the three main plant nutrients.
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P |
The element phosphorus, one of the three main plant nutrients,
which 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
We
have derived the consolidated statements of income data for the years ended December 31, 2023, 2022 and 2021 and the consolidated
statements of financial position as of December 31, 2023, 2022 and 2021 from our audited consolidated financial statements which have
been prepared in accordance with IFRS, as issued by the IASB for the years ended, December 31, 2023, 2022 and 2021. You should read the
consolidated financial data set forth below in conjunction with our consolidated audited financial statements and related notes and the
information under “Item 5 - Financial Results and Business Overview”,
appearing elsewhere in this Annual Report. Our reporting currency is the US dollar. Our historical results are not necessarily indicative
of our results to be expected in any future period.
ICL
Group Limited 1
Selected
financial data:
|
For the Years Ended December 31,
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2023 |
2022 |
2021 | |
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US$ millions | |||
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Sales |
7,536
|
10,015 |
6,955 |
|
Gross profit |
2,671
|
5,032 |
2,611 |
|
Operating income |
1,141
|
3,516 |
1,210 |
|
Income before taxes on income |
974
|
3,404 |
1,092 |
|
Net income attributable to the shareholders of the Company
|
647
|
2,159 |
783 |
|
Earnings per share (in dollars): |
|||
|
Basic earnings per share |
0.50
|
1.68 |
0.61 |
|
Diluted earnings per share |
0.50
|
1.67 |
0.60 |
|
Weighted average number of ordinary shares outstanding:
|
|||
|
Basic (in thousands) |
1,289,361
|
1,287,304 |
1,282,807 |
|
Diluted (in thousands) |
1,290,668
|
1,289,947 |
1,287,051 |
|
Dividends declared per share (in dollars) |
0.27
|
0.91 |
0.21 |
|
For the Years Ended December 31,
| |||
|
2023 |
2022 |
2021 | |
|
US$ millions | |||
|
Statements of Financial Position Data: |
|||
|
Total assets |
11,627
|
11,750 |
11,080 |
|
Total liabilities |
5,590
|
6,037 |
6,344 |
|
Total equity |
6,037
|
5,713 |
4,736 |
ICL
Group Limited 2
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 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.
ICL
Group Limited 3
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,
| |||
|
2023 |
2022 |
2021 | |
|
US$ millions | |||
|
Operating |