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
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
Date of event requiring this shell company report
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, Company Secretary & Global Compliance
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, 2022 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, 2022
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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; 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 U.S. Securities Act of 1933, as amended (“Securities
Act”), or the U.S. 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, 2022, into US dollars at an exchange rate of NIS 3.519 to $1.00,
the daily representative exchange rate reported by the Bank of Israel as of December 31, 2022. Euro amounts were translated into US dollars
at an exchange rate of €0.938 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 U.S. 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 – Operating and Financial Review and Prospects— 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 European Union, and “British pound” or “£”
are to the legal currency of the United Kingdom. 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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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 |
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 United Kingdom 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 NP
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 on the 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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NPK |
Complex fertilizer comprised primarily of 3 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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P2S5
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Phosphorus pentasulfide. |
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TCFD |
Task Force on Climate-Related Financial Disclosures.
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SASB |
Sustainability Accounting Standards Board. |
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REACH |
Registration, Evaluation, Authorization and Restriction of
Chemicals, a framework within the European Union. |
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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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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, 2022, 2021 and 2020 and the
consolidated statements of financial position as of December 31, 2022, 2021 and 2020 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, 2022, 2021 and 2020. 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:
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For the Year Ended December 31,
| |||
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2022 |
2021 |
2020 | |
|
US$ millions | |||
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Sales |
10,015
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6,955 |
5,043 |
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Gross profit |
5,032
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2,611 |
1,490 |
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Operating income |
3,516
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1,210 |
202 |
|
Income before taxes on income |
3,404
|
1,092 |
49 |
|
Net income attributable to the shareholders of the Company
|
2,159
|
783 |
11 |
|
Earnings per share (in dollars): |
|||
|
Basic earnings per share |
1.68
|
0.61 |
0.01 |
|
Diluted earnings per share |
1.67
|
0.60 |
0.01 |
|
Weighted average number of ordinary shares outstanding:
|
|||
|
Basic (in thousands) |
1,287,304
|
1,282,807 |
1,280,026 |
|
Diluted (in thousands) |
1,289,947
|
1,287,051 |
1,280,273 |
|
Dividends declared per share (in dollars) |
0.91
|
0.21 |
0.09 |
|
For the Year Ended December 31,
| |||
|
2022 |
2021 |
2020 | |
|
US$ millions | |||
|
Statements of Financial Position Data: |
|||
|
Total assets |
11,750
|
11,080 |
9,664 |
|
Total liabilities |
6,037
|
6,344 |
5,576 |
|
Total equity |
5,713
|
4,736 |
4,088 |
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.
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,
| ||||
|
2022 |
2021 |
2020 |
||
|
US$ millions | ||||
|
Operating income |
3,516 |
1,210 |
202 |
|
Divestment related items and transaction costs from acquisitions
(1) |
(29) |
(22) |
- |
|
Legal proceedings, dispute and other settlement expenses
(2) |
22 |
5 |
- |
|
Impairment and disposal of assets, provision for closure
and restoration costs (3) |
- |
1 |
229 |
|
Provision for early retirement |
- |
- |
78 |
|
Total adjustments to operating income |
(7) |
(16) |
307 |
|
Adjusted operating income |
3,509 |
1,194 |
509 |
|
Net income attributable to the shareholders of the Company
|
2,159 |
783 |
11 |
|
Total adjustments to operating income |
(7) |
(16) |
307 |
|
Total tax adjustments (4) |
198 |
57 |
(60) |
|
Total adjusted net income - shareholders of the Company
|
2,350 |
824 |
258 |
ICL
Group Limited 3
| (1) |
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. For 2021, reflects a capital gain related to the
sale of an asset in Israel and the divestment of the Industrial Products segment's Zhapu site in China, partially offset by an earnout
adjustment relating to a divestment in previous years, as well as transaction costs related to acquisitions in Brazil. |
| (2) |
For 2022, reflects mainly the costs of a mediation settlement
regarding claims related to the Ashalim Stream incident. For 2021, reflects settlement costs related to the termination of a partnership
between ICL Iberia and Nobian, as well as reimbursement of arbitration costs related to a potash project in Ethiopia, which was partially
offset by a reversal of a VAT provision following a court ruling in Brazil. |
| (3) |
For 2021, reflects the write-off of a pilot investment in Spain
that did not materialize and an increase in restoration costs, offset by a reversal of impairment due to the strengthening of phosphate
prices. |
| (4) |
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 and the tax impact of adjustments made to operational income. For 2021, the amount
includes tax expenses related to the release of accumulated profits of the Company and certain Israeli subsidiaries that were exempt from
tax until their distribution as a dividend, following a temporary provision to Israel’s Encouragement Law, as well as the tax impact
of adjustments made to operational income. |
B. CAPITALIZATION AND INDEBTEDNESS
Not
Applicable.
C. REASONS FOR THE OFFER AND USE OF
PROCEEDS
Not
Applicable.
ICL
Group Limited 4
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 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. |
| • |
As a leading global specialty minerals company, we are exposed
to various legislative, regulatory and licensing restrictions in the areas of
environmental protection and safety. Related compliance costs and liabilities may adversely affect the results of our operations.
|
| • |
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. |
| • |
Securing the future of phosphate mining operations at Rotem Israel
depends on obtaining several approvals and permits from the authorities in Israel. |
| • |
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 and sales are exposed to volatility in supply and demand, mergers of key producers/customers/suppliers,
expansion of production capacity and competition from some of the world’s largest chemical and mining companies. |
| • |
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
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. |
ICL
Group Limited 5
| • |
We are exposed to risks associated with our international activity,
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 our evaluations 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 adversely affect our business results and financial condition. |
| • |
Due to the nature of our operations, we are exposed to administrative
and legal proceedings, both civil and criminal, including as a result of alleged environmental contamination caused by some of our facilities.
|
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, 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 on 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 are 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 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.
ICL
Group Limited 6
We
mine phosphate rock from phosphate deposits in the Negev desert in accordance with a mining concession from the State of Israel, which
is valid until the end of 2024. In addition, Rotem Israel has two lease agreements in effect until 2024 and 2041,
as well as an additional lease agreement for the Oron plant, which expired in 2017. As of the reporting date, the Company has an agreement
in principle, with the Israel Land Authority - Southern Region, regarding the receipt of a license agreement for Oron plant until the
end of 2025. The license agreement is subject to the approval of the Israel Land Authority management.
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 designated for phosphoric acid production.
The Company is working to promote a plan for mining phosphates in Barir field which is located in the southern part of the South Zohar
deposit in the Negev Desert in Israel. The Company is also working to promote economic alternatives for future phosphate operations at
Rotem Israel and to obtain required permits and approvals, including by conducting pilots to adapt various potential types of phosphate
rock for the Company’s products as part of an effort to utilize and increase existing phosphate reserves. There is no certainty
regarding the timelines for the submission of the plan for the Barir field site, its approval, or further developments in this respect,
nor is there certainty regarding future phosphate rock resources, our pilots’ success and/or by what date they will be achieved.
Failure to obtain such approval or a significant delay in receiving it, or in finding alternative sources of phosphates in Israel, will
have a significant negative impact on our future mining reserves and business.
As a result, our financial condition and results of operations will be adversely affected, even materially. 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 activity in Spain also requires municipal and environmental licenses. If such licenses are not renewed once expired, this would
likely have an impact, possibly in a substantial manner, on the mining activity in certain sites 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
The mineral leases of ICL Boulby, ICL's subsidiary
in the United Kingdom (hereinafter – ICL Boulby), are based on approximately 51 mineral leases and licenses for extracting various
minerals, in addition to numerous easements and rights of way from private owners of land under which ICL Boulby operates, and mineral
lease rights under the North Sea granted by The Crown Estates. The mineral lease rights with The Crown Estates, include provisions to
explore and exploit all targeted and known polyhalite and salt mineral resources of interest to ICL Boulby. Said leases cover a total
area of about 814 square kilometers (onshore leases total around 24 square kilometers and offshore leases from the Crown Estates cover
around 790 square kilometers). For the future the Company only requires a small number of terrestrial mineral areas for ventilation and
dewatering purposes, some of which expired in 2022. The Company is actively engaged in negotiations with approximately 18 private mineral
owners in extend lease terms. Four lease agreements are currently in negotiations and an application has been approved by the Secretary
of State to refer these negotiations to the High Court of Justice in London under the Working Mines Facilities Act Application of 1966
(“the Act”), which, generally, provides for a mechanism to acquire rights over land for mining and extraction. The Company
believes that this demonstrates there are sufficient grounds to resolve the negotiations pursuant to the Company’s position. As
for the remaining fourteen mineral leases, the Company believes that satisfactory terms will be negotiated without having to have recourse
to the Act. Pending the negotiations, the Company continues to operate under the terms of the previous agreements as agreed to with the
contractual partners. Subject to the renewal processes described above, all remaining lease periods, licenses, easements and rights of
way are effective until 2035. Nevertheless, in the event such rights are not obtained,
the mining activity in the UK may be substantially affected as well as 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.
ICL
Group Limited 7
China
YPH,
ICL's subsidiary in China, which is equally owned with Yunnan Phosphate Chemicals Group Corporation Ltd. ("YYTH"), holds two phosphate
mining licenses that were issued in 2015 by the Division of Land and Resources of the Yunnan district in China: (1) a mining license for
the Haikou Mine (hereinafter – Haikou) which the Company operates and which is valid until January 2043; and (2) a mining license
for the Baitacun Mine, which is valid until April 2023. With respect to Baitacun Mine, in 2022, the Company completed a risk survey to
assess the feasibility and profitability of the mining site, and it is currently working to renew its license for an additional ten years.
If Haikou's license is not renewed once expired, this would likely to have an impact, possibly in a substantial manner, on our mining
activity 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
adversely affect our operations and financial condition. 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 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. If the required new 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
adversely affect our operations and financial condition.
ICL
Group Limited 8
Our operations and sales
are exposed to volatility in supply and demand, mergers of key producers/customers/suppliers, expansion of production capacity and competition
from some of the world’s largest chemical and mining companies
In addition to seasonal and cyclical variations,
the Company’s businesses are exposed to fluctuations caused, in part, by factors on the supply side, such as the entry into the
market of new manufacturers and products, mergers of key players (producers/suppliers), expansion of existing manufacturers’ production
capacity, and changes on the demand side, such as mergers or collaborations between key customers. Our competitors include some of the
world’s largest chemical and mining companies, some of which are state‑owned or government‑subsidized. The potential
production capacity is currently greater than the global demand, which affect price levels. As some of our products are commodities available
from several sources, the primary competitive factor with respect to our products is price. The prices of some of our products are influenced
by prices prevailing in the market, while excess supply as compared to demand constitutes a negative factor in the field of commodity
prices such as potash and phosphates, as do low prices in the agricultural sector. Additional competitive factors include product quality,
customer service and technical assistance.
We
continuously monitor our competitive environment and will continue to seek ways to adhere with our strategy. If we are unable to compete
effectively with new producers, 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”.
Moreover,
some of our products are marketed through distributors, mainly as pertains to the activity of our Phosphate Solutions segment and Specialty
Fertilizers business. Any replacement of, or modification to the composition of our distributors might adversely affect our competitive
ability and result in a decrease in sales in certain markets, at least in the short term.
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/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; |
ICL
Group Limited 9
| • |
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.
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 regime in the areas of
environmental protection and safety. It should be noted that 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 the this law’s provisions at the Company’s plants in Rotem Israel,
as well as compliance with the timeframes for implementation of such requirements. 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.
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, 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 earthquakes, extreme temperatures, change in
precipitation, and water levels. 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 impacts on industries and the economy. These impacts may include extreme heat, water availability and quality,
changes to sea level and temperature, increases in the frequencies and intensities of storms and droughts, as well as changes in the availability
of natural resources, which could also result in damage to facilities or equipment.
Natural disasters such as flooding and earthquakes,
as well as 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 its appearance is increasing over the years. Most of the sinkholes develop in the Northern Basin
of the Sea, where 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. While
we have insurance coverage for these types of damage, subject to payment of deductibles, we do not have full property insurance with respect
to all our property/assets, and it may not be sufficient to cover all of these costs.
ICL
Group Limited 10
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.
Another example that could indicate of a chronic
change is the low water levels in the Rhine River in Germany, a key transport route, which experienced water levels too low for transport
barges to operate. Such events may increase our inland transportation costs.
Impacts
of climate-related transition risks include, among other things, policy constraints on emissions, imposition of carbon pricing mechanisms,
water restrictions, land use restrictions or incentives, changing consumer behavior and preferences, and market demand and supply shifts.
Climate change and GHG emissions have been
of increasing concern worldwide. Recent years have been characterized by a substantial increase in the stringency and enforcement of legal
provisions and regulatory requirements in these areas. Current and future legislation
and regulations governing climate change and GHG emissions are transition risks in the short term and beyond.
ICL
Group Limited 11
Carbon taxes and cap-and-trade-emissions schemes are increasingly viewed in global jurisdictions as a way
of pricing carbon – a key policy driver for GHG emissions reductions. 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 proposed in the “Knesset“- the Israeli house of representatives, to be
implemented gradually within the current decade if enacted. Other carbon mechanisms could be enacted in the future. Regulations relating
to GHG emissions are at various stages of consideration by the US federal government as well as in the US states where ICL operates.
Additionally, under the European Green Deal,
the EU recently adopted a Carbon Border Adjustment Mechanism (CBAM) Regulation, which was created to stop carbon leakage from the EU (i.e.,
the risk that EU's carbon emissions reduction regulations will be offset by increases in emissions in jurisdictions with less stringent
regulations), and will apply to some of our operations. The EU CBAM charge will phase in over a period of nine years, beginning in 2026.
Consequently, it is expected that in the short-medium
term, ICL will need to purchase carbon allowances through the specific programs and/or incur additional capital costs for energy and emission
reduction measures. Similarly, carbon taxes could increase the costs of supplied materials and services across the ICL value chain.
We also expect an increase of regulatory disclosure requirements in the foreseeable future that will include
climate risks and opportunities disclosures, GHG emissions and other ESG metrics.
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 operation 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 governmental and nongovernmental
authorities, regarding environmental, social and governance (ESG) matters, including with respect to climate change, GHG emissions, packaging
and waste, sustainable supply chain practices, deforestation, and 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 carbon neutral by 2050 across our Scope 1 and 2 GHG emissions. 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, 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 SEC and EU, reporting frameworks, and other regulators policy makers locally and globally, and such standards 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, 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 12
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, requires regular harvesting of the 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 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.
Rising
of 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 located along the western shoreline of the Pond.
Until
the end of 2020, the preservation of the water level in Pond 5 at its maximum height was conducted through a joint project of the Dead
Sea Preservation Government Company Ltd. and DSW (which financed 39.5% of the project's cost) for construction of coastline defenses,
as part of which the dike along the western beachfront of Pond 5 across from the hotels was raised together with a system for lowering
subterranean water. The construction work with respect to the hotels' coastline was completed, and currently the Dead Sea Preservation
Government Company Ltd. is conducting elevation work in the intermediate area between two hotel complexes. The "Permanent Solution" was
established in the agreement with the Government of Israel in 2012, aiming to provide a defense at least until the end of the current
concession period in 2030.
There
is no guarantee that the said projects for maintaining the Pond’s water level will be at the cost we currently estimate or will
prevent damage to the surrounding infrastructure or to our operations in the Pond. 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.
ICL
Group Limited 13
Any
malfunction 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 turnover is comprised of
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 array of transportation from the seaports, including a port workers’ strike, regulatory restrictions and changes in the rights
of use of seaport facilities, 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 in the
array 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 or
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 sale price of our products. Finding affordable and dependable transportation is important in obtaining our raw materials
and to supply our customers. Higher costs for these transportation services or an interruption or slowdown due to factors including high
demand, high fuel and energy prices, labor disputes, layoffs or other factors might materially and adversely affect the Company’s
operations, its financial condition and results of operations.
In addition, the Company transports hazardous
materials using specialized transport facilities, such as isotanks for the conveyance of bromine. A malfunction in the transportation
of hazardous materials in one of our specialized transport facilities may have an environmental impact and/or cause harm to the welfare
of local residents, and, as a result, expose the Company to lawsuits and/or administrative proceedings or fines, and also lead to a shutdown
of such materials’ transportation systems for a certain period until the cause of such malfunction is discovered and/or for purposes
of preventative maintenance and improvement of the transportation array, and,
as a result, may have a material adverse effect on the Company’s operations,
financial condition and results of operations.
We
are exposed to risks associated with our international sales and operations 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 produce. 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 and Section 291A of the Israeli
Penal Law; |
| • |
Unexpected changes in regulatory environments and increased government
ownership and regulation in the countries in which we operate; |
ICL
Group Limited 14
| • |
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 revenue and operating results and the value of our assets.
Geopolitical
changes such as war or the spread of a pandemic may materially and adversely affect our financial condition and results of operation
In March 2020, the World Health Organization
declared Covid-19 a pandemic. In the following years, the pandemic spread across the globe at varying infection rates introducing significant
business and economic uncertainty and volatility to global markets. Accordingly, there was a significant decline in global economic activity,
in part, due to sporadic preventive measures taken by various governmental organizations around the world, such as travel bans and restrictions,
quarantines, shelter-in-place orders and shutdowns.
The
spread of the Covid-19 pandemic has led us to modify our business practices, including implementing policies, health and safety measures
and procedures to protect our employees in all our facilities and offices. There is no certainty that such measures will be sufficient
to mitigate the risks posed by any pandemic. Furthermore, our ability to perform certain functions may be affected if we are required
to take additional steps.
War, acts of terror 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 to global markets, loss of property, injury to employees, and increased insurance premiums.
The Ukraine-Russia Conflict greatly impacted
global agriculture in 2022 and resulted in elevated grain prices, which – in turn – drove prices higher for crops and livestock.
The global grain stock-to-use ratio ended 2022 at its lowest in more than a decade.
The
extent of the impact of a war or a pandemic on our operational and financial performance will depend on future developments, including,
but not limited to:
| • |
The duration, severity and spread of the war or pandemic and the
actions required by government authorities or other organizations to contain or treat its impact. |
| • |
The duration and severity of the sustained global recession, and
the uncertainty as to when global 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 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. |
ICL
Group Limited 15
| • |
The ability to purchase raw materials in times of shortages resulting
from supply chain disruptions, quarantines, lockdown orders and production shutdowns. |
| • |
Lower demand and/or pricing for our products and a potential global
economic recession could lead to reduced demand in our end markets, particularly bromine compounds. In addition, the significant decline
in crude oil prices and the oil markets’ current ability to absorb excess supplies and rebalance inventory is likely to continue
to result in decreased demand for our clear brine fluids. |
| • |
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
ultimate impact of a war or health epidemic is highly uncertain and subject to change. To the extent that a war or a pandemic 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.
Our
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.
Throughout
2022, we were able to offset higher prices for raw materials. However, as 2022 progressed, end-market demand diverged and like many of
our peers we started working through higher priced inventory. 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, 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, so 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.
In prior years, due to events not in the control of the Company, we encountered uncertainty with respect to the supply of certain energy
resources. For further information, see Note 18 to the Company’s Audited Financial Statements.
ICL
Group Limited 16
While
our plants are prepared to use 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 on our customers increased costs with respect to water, energy and principal raw
materials. 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
As part of our ongoing operation, the Company
is required to execute key projects, which are of great importance to the Company’s continued operation and ability to significantly
improve its competitive position in certain markets. Thus, for example, we are 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, as a result of 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 is needed to return to full production capacity at the 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,
the workers union 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 lead to 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 17
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. Against some of these liabilities, we have
monetary reserves that are invested in financial assets. Changes in life expectancy, changes in capital markets or changes in 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 adversely affect our business results
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 the resulting effective tax rate reflected in our consolidated financial statements may increase over time as a result
of 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 discretion is required in the determination
of the provisions for our tax liability. Considering recent trends in international tax law and OECD recommendations, significant changes
to international tax laws and practices may be adopted by various jurisdictions. Such changes could result in us 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 performing sales activities). Similarly, we are subject to examination by the tax authorities in many different jurisdictions. As
part of such tax examinations, the relevant tax authorities may disagree with the taxable income reported and may also dispute our interpretation
of the applicable tax legislation relating, among other things, to inter-company
agreements.
ICL
Group Limited 18
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.
BEPS
and Pillar and 2 proposed arrangements
The
Base Erosion and Profit Shifting (“BEPS”) project and other initiatives like Pillars 1 and 2 undertaken by the Organization
for Economic Cooperation and Development (“OECD”) may have adverse consequences to our tax liabilities. These initiatives
contemplate changes to numerous international tax principles, national tax incentives and enforce other arrangements like minimum effective
tax liability. These changes, when adopted by individual countries, could adversely affect our provision for income taxes. Countries have
been translating the BEPS recommendations into specific national tax laws and are expected to do so also with respect to Pillar 1 and
2, while in the EU, Pillar 2 is expected to be effective as early as of FY 2024. It remains difficult to predict the magnitude of the
effect of such new rules on our financial results.
Changes
in our evaluations 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 adversely affect our business results
and financial condition
As
part of the preparation and composition of our financial statements, we are required to exercise discretion, make use of evaluations 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, even great 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.
Therefore, this may adversely affect our financial results. For further information, see Note 2 to our Audited Financial Statements.
We
have expanded our business by mergers and acquisitions, as well as by organizational restructuring and various initiatives designed 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.
ICL
Group Limited 19
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 employing several initiatives to improve our existing operations, including initiatives to increase production and reduce
operating costs at our facilities.
If
our initiatives will not succeed, our financial situation and results of business and operations, as well as competitive position, could
be materially and adversely affected.
As
a multinational company, our sales 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, such as operating profit, long-term employee liabilities (IAS 19), lease liabilities (IFRS 16) and
equity, 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, including
in connection with any developments with respect to the LIBOR phase-out period
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, which would increase our financing expenses and adversely affect our results. Such increase in interest rates may also occur as
a result of a downgrade in our credit rating.
ICL
Group Limited 20
Further, a portion of our loans bear variable interest rates based on the short-term London interbank offered
rate for deposits of US dollars (LIBOR) rate for a period of one to twelve months, plus a margin as defined in each loan agreement. In
accordance with recommendations from the Alternative Reference Rates Committee, US. dollar LIBOR is currently being replaced with the
Secured Overnight Financing Rate (“SOFR”), a new index that measures the cost of borrowing cash overnight, backed by the US.
Treasury securities. Given that SOFR is a secured rate backed by government securities, it is a rate that does not take into account bank
credit risk (as is the case with LIBOR). SOFR is therefore likely to be lower than LIBOR and is less likely to correlate with the funding
costs of financial institutions. As a result, parties may seek to adjust the spreads relative to such reference rate in underlying contractual
arrangements. These reforms may cause existing loan agreements using LIBOR to perform differently than in the past or to disappear entirely.
The consequences of these developments with respect to LIBOR cannot be entirely predicted but may result in the level of interest payments
on the portion of our indebtedness that bears interest at variable rates to be affected, which may adversely impact the amount of our
interest payments under such debt. To the extent these interest rates increase, our interest expense will increase, and may adversely
affect our results. See “Item 11 – Quantitative and Qualitative Disclosures about Market Risk — Interest Rate Risk”.
In
anticipation of LIBOR’s phase-out, we initiated discussions with our lenders to negotiate a replacement benchmark for LIBOR. Failure
to reach an agreement on a replacement benchmark, or the failure to reach an agreement that results in an effective interest rate at least
as favorable to us as our current effective interest rates, could result in a significant increase in our debt service obligations, which
could adversely affect our financial condition and results of operations.
We
are 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, in the countries where we operate. We operate and sell 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 21
An interruption, breakdown,
destruction, disruption, security breach or other similar incident with respect to our, or our service providers’, information technology
systems could adversely affect our business
Information technology (IT) systems, including
our hardware, software and telecommunications networks, as well as data centers and other information technology systems of third parties
are critical to the operation of our business and essential to our ability to successfully perform day-to-day operations. Our operations
also depend on the timely maintenance, upgrade and replacement of such systems, as well as pre-emptive expenses to mitigate the risks
of failures. An interruption, breakdown, destruction, disruption, security breach
or other similar incident with respect to our, or our service providers’, information technology systems and/or infrastructure by
authorized or unauthorized persons could adversely affect our business and operations and in some cases even lead to environmental damage
or cause harm or damage to the civilian population located in the vicinity of our production facilities. Moreover, we could experience
business interruption, information or money theft and/or reputational damage as a result of cyber-attacks, security breaches or other
similar incidents, which may compromise our, or our service providers’, systems, lead to data leakage and to disruption of sensitive
production facilities and/or the security thereof, whether internally or at our third-party providers. Our, and some of our service providers’,
systems have been, and are expected to continue to be, the target of malware and other cyber-attacks. Despite our investment in measures
to reduce these risks, we cannot guarantee that these measures will be successful in preventing compromise and/or disruption of our information
systems and related data or that such systems and data held and operated by our service providers will be secure. We have a limited ability
to control the operations and security of the information systems used on our behalf or provided to us by our service providers and may
have limited recourse with such service providers in the event an issue arises. As we become more dependent on information technologies
to conduct our operations, and as the number and sophistication of cyber-attacks increase, the risks associated with cybersecurity increase.
These risks apply both to us, and to third parties on whose systems we rely for the conduct of our business. Cyber threats are persistent
and constantly evolving and include, but are not limited to, installation of malicious software, ransomware, viruses, social engineering
(including phishing attacks), denial of service or other attacks, employee theft or misuse, unauthorized access to data and other security
breaches. Threats may derive from human error, fraud or malice on the part of employees or third parties or may result from accidental
technological failure. Such threats have increased in frequency, scope and potential impact in recent years, which have increased the
difficulty of detecting and successfully defending against them. We may not be able to anticipate all security breaches or other similar
incidents, detect or react to such incidents in a timely manner or adequately remediate any such action. As cyber threats continue to
evolve, we may be required to incur additional expenses in order to enhance our protective measures or to remediate any information security
vulnerability, security breach or other similar incident. Any cyber-attack, interruption, breakdown,
destruction security breach or other similar incident with respect to our information technology systems and/or infrastructure could also
require significant management attention and resources, result in the violation of applicable data privacy and cybersecurity laws and
regulations, subject us to legal liabilities 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.
We
regularly evaluate the need to upgrade and/or replace our information systems to protect our information technology environment,
to stay current on vendor supported products and to improve the efficiency and scope of our systems and information technology capabilities.
The implementation of new systems and information technology could adversely impact our operations by requiring substantial
capital expenditures, diverting management’s attention, and/or causing delays or difficulties in transitioning to new systems. In
addition, our systems implementations may not result in productivity improvements at the levels anticipated. Systems implementation disruption
and any other information technology disruption, if not anticipated and appropriately mitigated, could have an adverse and material
effect on our business.
For
further information on our cybersecurity policies and measures, see “Item 4 - Information on the Company — B. Business Overview
— Cybersecurity.”
ICL
Group Limited 22
Failure to retain and/or
recruit personnel for key operational/professional positions, or to attract additional executive and managerial talent, could 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 management personnel. Any loss of service
of key members of our organization, or any diminution 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 operations, as well as our ability to realize
other aspects of our strategy.
The
Company relies on access to the 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 new sustainability linked loan (SLL) agreement, 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.
ICL
Group Limited 23
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 local 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.
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 could materially and adversely affect our business, financial condition and results
of operations.
ICL
Group Limited 24
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.
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 and areas of production of oil and gas.
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, incidental to any specific prohibitions and/or adjustments required in order to meet regulatory requirements.
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 the 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 of 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.
ICL
Group Limited 25
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.
Securing
the future of our phosphate mining operations at Rotem Israel depends on obtaining several approvals and permits from the authorities
in Israel
Securing
the future of our phosphate mining operations at Rotem Israel depends on obtaining several approvals and permits from the authorities
in Israel, as follows:
| • |
Emissions permit under the Israeli Clean Air Act (hereinafter -
the Law) - In 2021, the Company's emission permit was renewed until September 2023. The permit reflects an updated outline of requirements
by the Israeli Ministry of Environmental Protection (MoEP). Postponement of the execution of a limited number of projects was granted
within the framework of an administrative order under Section 45 of the Law. The Company is experiencing difficulties meeting the execution
schedules of a limited number of projects, and, accordingly, continues to work with the MoEP to find satisfactory solutions, while considering
the uncertainty surrounding Rotem Israel's activity as far as the implementation of long-term projects is concerned. |
| • |
Rotem Israel has two lease agreements in effect until 2024 and 2041
as well as an additional lease agreement for the Oron plant, which expired in 2017. As of the reporting date, the Company has an agreement
in principle, with the Israel Land Authority - Southern Region, regarding the receipt of a license agreement for Oron plant until the
end of 2025. The license agreement is subject to the approval of the Israel Land Authority management. |
| • |
Phosphogypsum storage - In 2021, a new Urban
Building Plan was approved, the main objectives of which are to regulate areas for phosphogypsum storage reservoirs. Following the ambiguity
of the guidelines regarding the calculation of the building permit fees, in April 2022, Israel’s Planning Administration stated
its position that the Company should pay insignificant fees. Following Tamar Regional Council’s rejection of the position, in January
2023, the Company reached principal understandings with the Regional Council regarding the fee amounts, subject to a signed agreement.
|
| • |
Energy Production – As part of the Company’s efforts
to ensure the continuity of energy production in Rotem Israel in accordance with the policy of the Ministry of Energy and the Ministry
of Environmental Protection, in September 2022, the Company began to operate a natural gas-based steam boiler which replaced the existing
energy production facility that utilized oil shale. |
| • |
Finding economically feasible alternatives to continue phosphate
operations in Rotem Israel – According to the Company's assessment, the estimated useful life of Rotem's phosphate rock reserves
in its existing mining areas is limited to a few years. The Company is working to promote economic alternatives for future phosphate operations
at Rotem Israel and to obtain required permits and approvals, including by conducting pilots to adapt various potential types of phosphate
rock for the Company’s products as part of an effort to utilize and increase existing phosphate reserves. |
ICL
Group Limited 26
The
Company estimates that it is more likely than not that it will be able to continue its phosphate operations at Rotem Israel, by obtaining
the approvals and permits required to ensure its future phosphate operations within a time frame that is not expected to materially impact
the Company's results. Nevertheless, there is no certainty as to the success of receiving such approvals and permits, nor is there certainty
regarding future phosphate rock resources and/or by what date they will be received. Failure to obtain them, or a significant delay in
obtaining them, can lead to a material impact on the Company's business, financial position and results of operations.
Our
operations are subject to a crisis in the 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 our customers, as well as the price of credit. In addition, the volatility and uncertainty in the European Union affect
our activities in this market.
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.
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”.
Accidents
occurring during our industrial and mining operations and failure to ensure the safety of 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.
ICL
Group Limited 27
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. We may
also be found liable for claims related to land treatment where mining operations and other activities were conducted, even after such
activities have ceased.
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 who had used our products. 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 operation.
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 phosphate additives for the food industry. Selling ingredients and additives that
will be 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 forces 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.
ICL
Group Limited 28
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, casualty
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 to us 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.
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, our operations may be exposed to war or acts of terror. In addition, we are
exposed to risks of terrorist acts, war and governmental instability in the regions outside Israel where we operate
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, injury to employees, and increased insurance premiums. In addition, 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
as a result of 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
computer and communications networks, and production technologies constitute a basic platform for operational continuity and are also
potential targets for acts of terror. Potential cyber threats can cause damage to systems and plants, data loss, software vulnerability
and external and internal access to sensitive and confidential information. We have implemented a plan for safeguarding and backing up
the information systems. The activities include 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 its goals.
ICL
Group Limited 29
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, Hamas (an Islamist militia and political group in the Gaza Strip) and Hezbollah (an Islamist militia and political
group in Lebanon). Any hostilities involving Israel or the interruption or curtailment of trade within Israel or between Israel and its
trading partners could materially and adversely affect our business, financial condition and results of operations and could also make
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 Israel’s neighbors Egypt and Syria, are affecting the political stability of those countries. This instability
may lead to 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 armed conflict. In addition, Iran has threatened to attack Israel and is widely believed
to be developing nuclear weapons.
In
addition, the assessment is that Iran has a strong influence among parties hostile to Israel in areas that neighbor Israel, such as the
Syrian government, Hamas in Gaza and Hezbollah in Lebanon. 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. Although periods
of significant call‑ups of military reservists which occurred in the past in response to terrorist activities have had no significant
impact on our operations, it is possible that military reserve duty call‑ups will occur in the future, which might disrupt our operations.
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.
ICL
Group Limited 30
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 the vast majority 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.
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”.
ICL
Group Limited 31
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, 2022, 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;
and |
| • |
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, as a result 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 32
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; and |
| • |
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 171 million NIS 1
par value (approximately $49 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 15 million outstanding options for our ordinary
shares that were issued under our incentive and compensation plan. For further information, see Item 6 - Directors, Senior Management
and Employees— E. Share Ownership.
ICL
Group Limited 33
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.
ICL
Group Limited 34
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.
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 file with the SEC 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.
ICL
Group Limited 35
As of December 31, 2022, Israel Corp. holds
approximately 43.16% of our outstanding ordinary shares and approximately 43.98%
of the shareholders' voting rights.
The
following is a list of significant acquisitions and divestitures over the last several years:
| • |
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, we 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. |
| • |
In July 2021, we completed the sale of Jiaxing ICL Chemical Co.
Ltd (ICL Zhapu), which was part of our Industrial Products segment to China Sanjiang Fine Chemicals Company Limited.
|
| • |
In May 2020, we completed the sale of Hagesüd Interspice
Gewürzwerke GmbH, including related real-estate assets, to Solina Corporate SAS. |
| • |
In February 2020, we completed the acquisition of Growers Holdings,
Inc., an innovator in the field of process and data-driven farming. |
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 RD 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. |
ICL
Group Limited 36
| • |
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
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 United Kingdom. |
| • |
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. |
| • |
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 RD 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 RD infrastructure includes 23 RD and Innovation centers around the
world that employ 300 highly experienced personnel who have obtained 770 patents in 220 patent families. ICL's RD 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. |
| • |
A leading distribution network of specialty plant nutrition in
Brazil. |
For the year ended December 31, 2022,
we generated total sales of $10,015 million, operating income of $3,516 million, adjusted operating income of $3,509 million, net income
attributable to the shareholders of the Company of $2,159 million and adjusted net income attributable to the shareholders of the Company
of $2,350 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 to $1,766 million and operating
profit attributable to the segment totaled to $628 million, sales by the
Potash segment totaled to $3,313 million and operating profit attributable
to the segment totaled to $1,822 million, sales by the Phosphate Solutions
segment totaled to $3,106 million and operating profit attributable to the
segment totaled to $777 million, and sales of the Growing Solutions segment
totaled to $2,422 million and operating profit attributable to the segment
totaled to $378 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 37
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 (bromine), Potash, Phosphate Solutions and Growing Solutions. The segments represent
a specific value chain, and we are a leader in each of these segments – either in terms of market share or cost competitiveness.
Our
Industrial Products segment primarily operates the bromine value chain, which includes elemental bromine and bromine compounds for various
industrial applications. This segment also operates several complementary businesses, mainly phosphorous-based flame retardants and additional
Dead Sea minerals for the pharmaceutical, food, oil and gas, and de-icing industries.
The
Potash segment operates our potash value chain and includes primarily potash fertilizers and the magnesium business, a byproduct of potash
production, which produces and sells pure magnesium and magnesium alloys, as well as chlorine and sylvinite.
The
Phosphate Solutions segment is based on our phosphate value chain. It includes specialty phosphate salts and acids for various food and
industrial applications, as well as commodity phosphates, which are used mainly as fertilizers.
The
fourth segment, Growing Solutions, includes our specialty fertilizers business. We are focused on expanding and strengthening our Growing
Solutions offerings, by maximizing its existing capabilities and agronomic expertise. Our stated strategy calls for expansion and global
diversification through opportunistic MA and, accordingly in 2022, we integrated the 2021 acquisitions of Fertiláqua, a Brazilian
specialty crop nutrition company, and the South American Plant Nutrition business from Compass Minerals (hereinafter - ADS). Both acquisitions
have helped position ICL as the leading specialty plant nutrition company in Brazil and balance segment seasonality.
ICL
Group Limited 38
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 are found in numerous products and make consumer goods safer and industrial production more efficient and sustainable.
The largest commercial use of bromine is in flame retardants, which are used by the electronics and components, automotive (including
electric vehicles – EVs), building and construction, as well as furniture and textiles end-markets. 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 39
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. While end-market demand patterns remained primarily stable in 2022, there was an expected
reduction in demand for consumer electronics, following a Covid-related increase in the prior two years. In the second half of 2022, global
inflation and higher interest rates resulted in some uncertainty in the housing end-market. Conversely, demand for oil and gas applications
was influenced by the Ukraine-Russia Conflict. Over the long-term, ICL estimates
bromine demand to remain relatively stable and expects market growth to be primarily linked to above-mentioned market drivers. Additionally,
for the automotive end-market, demand is expected to increase, as the acceptance and use of EVs continue to grow.
Bromine
supply has tightened, as Chinese producers have significantly decreased their bromine production over the past few years, due to resource
depletion, increased environmental-related regulatory pressure, and reduced availability of land for bromine production. This shift, combined
with a shortage of economically viable bromine resources globally, has resulted in higher prices.
Specialty
Phosphates
Our
specialty phosphates business is part of our Phosphate Solutions segment and is 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 its 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 systems.
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 (free from) food products with improved flavor, texture and appearance. An increasingly longer supply chain
and consumer awareness of food waste also drives the 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 40
For
2023, we expect to increase our food-grade WPA production at our YPH in China, in order to serve local food and industrial applications
markets. We also expect to increase our battery grade MAP sales to the
rapidly growing lithium iron phosphate (LFP) battery market in China.
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 and seasonal and affected by factors, such as the weather
in the world’s key agricultural growing regions, fluctuations in planting 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 lines of credit granted to farmers or to 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. Nevertheless,
the common perception, reinforced by the 2020 outbreak of Covid -19, is that the policy of most countries is to ensure an orderly and
high-quality supply of food for their population, and to this end, they encourage
local agricultural production. This perception was enhanced by the Ukraine-Russia Conflict, which resulted in a decrease in availability
of both commodity fertilizers and grains and was exacerbated by the US and European sanctions on Belarusian fertilizers, implemented in
early 2022. Despite any short-term issues, we expect that in the long-term the upward growth trend in the fertilizers market will be maintained.
Global
fertilizer demand is also driven by the supply/demand balance for grains and other agriculture products markets, 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.
ICL
Group Limited 41
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 7.6 billion in 2022 to 9.8 billion
by 2050, according to the Food and Agriculture Organization of the UN (FAO). Currently, developed countries use fertilizers more intensively
than developing countries and, therefore, produce crops at much higher yields. 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 their growth. According to estimates published by
the International Monetary Fund (IMF), GDP per capita in emerging markets and developing economies (current prices) is expected to grow
by 12.3% and 5.1% in 2023 and 2024, respectively.
Declining
Arable Land per Capita. As the world’s
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. Based on data provided by the FAO, the amount of arable land per capita is expected to decrease
from 0.21 hectares per person to 0.18 hectares between 2023 and 2050. New arable land is available only in limited quantities and is concentrated
mainly in Brazil. Therefore, the only viable path to increased crop production is through a yield increase 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 the use of nitrogen fertilizers - together with improved water availability
and better seeds. According to the FAO, world crop production will increase by 23.0% between 2023 and 2050, with most of the growth
expected to be attributed to increase in yields.
Grain
Stock‑to‑Use Ratio. As illustrated by the chart below, starting from the year 2000 and until the 2021/2 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, several years of favorable weather led to a trend of increasing yields,
resulting in an increase in the grain stock-to-use ratio. An increase in the grain stock-to-use ratio generally indicates that grain prices
may decline (due to higher grain supply) and vice versa.
Stocks
are an important market variable, 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
ratios indicate more supply is available, generally leading to lower prices. Conversely, low stock-to-use ratios indicate a tight supply
situation and higher prices.
This
ratio can also be used to indicate whether current and projected stock levels are critical or plentiful. By 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 2022, average prices of rice, soybean, corn and wheat increased by 14.41%, 11%, 10.1% and 5.2%, respectively.
These increases occurred, due to global concerns regarding food security, which were exacerbated by the Ukraine-Russia Conflict. Good
agricultural fundamentals supported the increase in grain prices, mainly in Brazil, where farmers faced high barter ratios. However, as
of the second quarter of 2022, barter ratios began to be eroded in Brazil due to lower crop prices stemming from continued Ukrainian and
Russian exports, which led, in turn, to a decrease in fertilizer prices. This also resulted in increased Brazilian farmers’ affordability
towards the end of 2022.
ICL
Group Limited 42
The
WASDE report, published by the USDA in January of 2023, further supports the above and showed a decrease in the expected ratio of the
global grain inventories to annual consumption, to 27.5% for the 2022/23 agriculture year, compared to 28.3% for the 2021/22 agriculture
year, and 29.2% for the 2020/21 agriculture year.
Specialty
Agriculture
Specialty
fertilizer markets are estimated to be growing at a CAGR of 2.7% from 2021 to 2027, depending on the market segment (Luclntel, 2021),
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), and 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 precision in the 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
in 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.
ICL
Group Limited 43
The
expected market growth of specialty fertilizers is supported by the following global trends:
The
need for an increase in yield 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 specific 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 towards more efficient nutrient solutions,
such as CRFs, water-soluble fertilizers or biostimulants.
As
an example of such restrictions, under its ‘Zero Growth Fertilizers 2020’ plan, China promoted new fertilization technologies,
including the use of controlled release fertilizers and fertigation, among other initiatives. Another regulatory example 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. The EU's ‘Farm to Fork’ strategy has several
ambitious targets, including a reduction in fertilizer nutrient loss while simultaneously maintaining existing soil fertility, as well
as a target calling for 25% of the EU’s agricultural land to be organically farmed by 2030.
To address this significant shift, ICL introduced eqo.x, the first offering in the market to provide a CRF coating, which biodegrades
more rapidly and was specifically designed to meet such EU standards. Eqo.x will help farmers maximize agricultural crop performance while
also limiting environmental impact, by reducing nutrient loss and by increasing nutrient use efficiency (NUE). It will also allow for
increased or similar yields, with reduced fertilizer rates, and 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, since 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 44
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. The Company’s access to these resources is based on an exclusive concession from the State of Israel for extraction
of minerals from the Dead Sea. ICL’s production facilities at the Dead Sea enjoy lower production costs, compared to underground
potash mining operations or bromine extracted from resources with lower mineral concentration. The Dead Sea has high mineral concentration
and 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 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 Pond 5. For further information, see “Item 4 - Information on the Company—
D. Property, Plant and Equipment”.
Negev
Desert: We retain three sites of phosphate open-pit mines (Rotem, Oron, and Zin) in the Negev desert region of southern Israel,
each with its own beneficiation plant. Since 2021, ICL Rotem has operated only two of its phosphate open-pit mines (Rotem and Oron), due
to the discontinuation of its mining activities at Zin in 2020.
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 base 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 the volatility in the commodity markets. See “Item 3 - Key Information—
D. Risk Factors”.
ICL
Group Limited 45
United
Kingdom
We
are currently the only global producer of polyhalite, a unique and organic resource used as fertilizer and naturally consisting of potassium,
sulfur, calcium and magnesium, which ICL markets 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.
Spain
We
hold licenses to mine potash and salts from underground mines with vast resources in Spain. In the first half of 2021, we completed a
project to consolidate two existing mines and processing facilities into one complex, which operates via a ramp instead of a shaft. This
change has increased the mine’s capacity and is expected to contribute to lower costs. The project also expanded the complex’s
processing capacity, along with other improvements, including the construction of a new terminal in the Port of Barcelona, which was completed
in early 2020.
| • |
Diversification into higher value‑added
specialty products leverages our integrated business model. The Company’s integrated production processes are based on a
synergistic value chain which allows us to both efficiently convert raw materials into value‑added downstream products and to utilize
the by‑products. For example, in phosphates, we utilize 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. ICL has leadership positions
in many of the key markets in which it operates. It is the clear leader in the bromine market, with 40% of market capacity, or 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 position and, according to CRU, the Dead Sea is among the most competitive potash suppliers 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 is the sole producer of Polysulphate®. ICL has 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 world‑wide marketing and distribution network, combined with high industry start‑up costs for 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.
|
ICL
Group Limited 46
| • |
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 operating cash flow of
$2,025 million in 2022, an increase of 90% compared to 2021. ICL's capital allocation approach balances its 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- by SP 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 2022 adjusted net income, the Company declared
total dividends in the amount of $1,175 million, reflecting a dividend yield rate of approximately 9.91% (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.
ICL develops leaders with strong experience in their fields and focuses on nurturing and empowering talent through a global platform of
qualification, collaboration and communication, in order to drive change and innovation within the Company.
|
Our
Strategy
Our
strategy is to strengthen or achieve leadership position in each of our business segments - either in terms of market share, value added,
or cost competitiveness – and to grow our businesses to create shareholder value. We do this by leveraging our unique assets and
strategic locations; by maximizing our knowledge of agronomy, chemistry, and customer
requirements; and by taking advantage of our access to Israel’s leading innovation and technology ecosystem. We have identified
several growth engines, including:
Agriculture
– We intend to build global leadership by developing and expanding our portfolio of essential and advanced crop nutrition
products, digital solutions and integrated services, enabling farmers to increase yields and provide for the ever-growing nutritional
needs of the world. Our growth in agriculture is driven by innovation, investment in increasing capacity and MA, and it is supported
by the increasing demand for organic fertilizers, micronutrients, bio stimulants
and other specialty fertilizer solutions, focusing on growing markets.
Food
– We intend to strengthen our global leadership position in phosphate specialties solutions food security, focusing on shelf-life,
sodium reduction, textures, and reduction of food waste. we also expect to capitalize on other sustainability driven food tech opportunities,
such as the alternative protein market, by focusing on food technologies and innovation, and by increasing capacity for food grade solutions.
Growth will be achieved both organically and through MA.
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 RD and business development activities for new and sustainable bromine, phosphate and phosphorous-based
applications, as well as investment in additional capacity, including for EVs.
ICL
Group Limited 47
Our
Company’s 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
ICL’s
global leadership in the bromine industry is driven by our focus on delivering value to our customers rather than increasing volume. We
generate more value by leveraging our unique assets and know-how. The Company also employs targeted innovation, for the development of
new applications, such as new bromine and phosphorus-based flame retardants, magnesia and salt products, as well as other solutions. ICL
leverages its unique logistical advantages and unparalleled experience related to the safety and environmental aspects of its Industrial
Products business.
Potash
ICL
leverages its 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 the Company’s
lower logistics costs due to our facilities’ proximity to both ports and customers. The Company also strives to achieve continuous
optimization of its potash production processes and capacity potential, at ICL
Dead Sea and ICL Iberia to reduce costs and increase efficiency. ICL also strives to optimize synergies of producing magnesium with its
potash and bromine operations at the Dead Sea.
Phosphate
Solutions
ICL
is 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 continue to optimize our production infrastructure
to support growth and margin expansion.
Growing
Solutions
ICL
strives to create global leadership for Growing Solutions by enhancing its global positions in its core markets of specialty agriculture,
ornamental horticulture, turf and landscaping, by targeting high growth markets such as Latin America, India and China. We leverage our
unique RD capabilities and seek MA 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.
At
ICL Boulby, the Company focuses on ramping up the production of Polysulphate and developing the market for this unique fertilizer, as
the world's first and sole supplier.
ICL
Group Limited 48
Culture
ICL
fosters 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 employees well-being is the Company’s
top priority every effort is made to achieve top-tier safety results. Culture at ICL, also means operating with a clear commitment to
create sustainable impact, based on UN SDG's. We strive to be an Employer of Choice by strengthening the Company’s 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 are focusing
on creating sustainable solutions for global challenges. An internal accelerator drives internal ideation and disruptive RD.
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 improving the maturity profile of our debt
portfolio. The Company also strives to optimize capital expenditures and working capital and continuously implement cost efficiencies.
ICL
Group Limited 49
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 phosphorous-based
products. In addition, the segment produces several magnesia, calcium carbonate and salt products.
In 2022, sales of the Industrial Products segment totaled to $1,766 million (including sales to other segments),
an increase of 9% compared to 2021. Sales by the Industrial Products segment constitute approximately 18% of ICL’s total sales,
a decrease of 6% compared to 2021. The segment's operating income totaled to $628 million, an increase of 44% compared to 2021. The Industrial
Products segment's operating income constituted approximately 18% of ICL’s adjusted operating income, a decrease of 19% compared
to 2021. For further information see "Item 3 – Key Information – A. Selected Financial Data – Adjusted to reported operating
and net income (non-GAAP financial measures)" and “Item 5 – Financial Results and Business Overview— A. Operating Results”
and Note 5 to our Audited Financial Statements.
ICL
Group Limited 50
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 small 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 and construction, furniture
and textiles |
|
Industrial solutions |
Elemental Bromine |
Chemical reagent |
Tire manufacturing, pharmaceuticals and agro |
|
Phosphorus-based industrial compounds |
Fire resistant fluids in turbines power generation
hydraulic systems and phosphorus-based inorganic intermediates |
Power plants and agro | |
|
Organic Bromine Compounds |
Insecticides, solvents for chemical synthesis and chemical
intermediates |
Pharmaceuticals and agro | |
|
Clear Brines |
Oil and gas drillings |
Oil and gas | |
|
Merquel |
Mercury emission control |
Emission control in coal‑fired power plants |
|
|
Bromine‑Based biocides |
Water treatment and disinfection |
Cooling towers, paper plants and oil and gas drillings
| |
|
Specialty minerals |
Magnesia Products |
Pharma and Supplementals, transformer steel, catalysts,
fuel and oil additives. |
Supplementals, multivitamins, transformer steel, automotive
rubber and plastic, health care |
|
Calcium Carbonate |
Supplementals and pharma |
Supplementals and pharma | |
|
Solid MgCl2, KCl |
Deicing, food, oil drilling, pharma |
Deicing, sodium replacement, KCl for drugs. multivitamins,
oil drilling companies, small industrial niche markets |
ICL
Group Limited 51
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 polyisocyanurate and polyurethane spray foam); our innovative Bromoquel (replacing ammonia and other
chemicals as more flexible and effective treatment in case of bromine leakage), CareMag® D, a new natural raw material for deodorants;
CDA, for biofilm sustainable, non-toxic treatment that reduces or replaces the use of toxic biocide standard treatment; and FruitMag,
a magnesia-based product which
serves as firming agent for post-harvest treatments to increase the shelf life of citrus fruits.
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 52
In
2022, ICL produced approximately 178 thousand tonnes of elemental bromine out of potential annual maximum production capacity of approximately
280 thousand tonnes. Approximately 78% of the elemental bromine produced is used internally for the production of bromine compounds.
We
increased the capacity of several major bromine compounds, including production at our new TBBA plant at the Neot Hovav site in Israel
and other. Moreover, we are increasing our fleet of bromine Isotanks to meet growing market needs.
Competition
ICL
Industrial Products is the world's largest manufacturer of elemental bromine. Based on internal estimates, in 2022 ICL and its two main
competitors, Albemarle and Lanxess, accounted for the majority of worldwide production of bromine. Chinese and Indian production accounted
for most of the remainder of global production from various sources, including, brine produced from wells, seawater and desalinization
plants. Chinese supply is decreasing mainly due to continued depletion
of brine wells, along with stricter enforcement in recent years by the Chinese
authorities of regulations related to safety and ecology in the chemical industry. Due to these trends, favorable conditions have developed
in the Chinese bromine and bromine compounds market.
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 and some other bromine compounds 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. The need for these logistics presents a barrier of entry to competitors into the global bromine trade.
In
the phosphorus‑based flame retardants market, competition is mainly from Chinese manufacturers operating in their local market and
in markets outside 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. However, the Chinese authorities’ limitations affect the production
and the competitive position of Chinese phosphorus-based flame retardants producers.
The
segment benefits from the following competitive advantages:
The
Dead Sea, where our operations are located, contains the world’s highest bromine concentration, while our bromine compounds facility
at Neot Hovav, Israel, is the largest facility worldwide. As a result, the segment benefits from relatively low production cost 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 security of supply to our customers. In addition, the segment operates
a worldwide marketing, sales, 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 good competitive position in
our target markets.
ICL
Group Limited 53
Raw
Materials and Suppliers
The
principal raw materials used by our Industrial Products segment for the manufacturing of 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 (salt solutions) that are a by‑product of potash production process. The brine is pumped into 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 by‑product 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. The sodium chloride used in the electrolysis process is also a by‑product of potash production in Sodom.
Industrial
Products uses elemental bromine to manufacture bromine compounds at its facilities in Israel, the Netherlands and China. The remainder
of the bromine is sold to third parties. Most bromine compounds are manufactured by a chemical process involving bromine together with
a range of other raw materials, of which the largest is bisphenol A, used to manufacture the bromine-based flame retardant TBBA. Furthermore,
the Industrial Products segment purchases many other raw materials that are required to produce its various products.
ICL
Group Limited 54
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 phosphorous 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.
Industrial
Products 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.
As
part of our strategy to increase our energy consumption from renewable energy sources, the Company has signed several contracts for the
installation of PV panels at its production sites, which will gradually occur in the upcoming years.
ICL
Group Limited 55
Sales,
Marketing and Distribution
Industrial
Products’ principal markets are the US, Western Europe, China, Korea, Japan, and Taiwan. Industrial Products 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. Approximately 70% of our sales in the Industrial Products segment are conducted via long‑term agreements with an initial
term of one year or more. Nevertheless, the Industrial Products segment also sells its products via current orders, close to the date
of supply.
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
Industrial
Products’ operations are not characterized by seasonal fluctuations. However, sales of some of its products do fluctuate between
seasons. Agricultural products are characterized by relatively high sales in the second and third quarters. MgCl2
for de‑icing sales are characterized by relatively higher sales in the first and fourth quarters. The aggregate impact of
these diverse seasonal differences on the Industrial Products segment is not significant.
Natural
Resources Tax in Israel
The
Law for Taxation of Profits from Natural Resources in Israel became effective on January 1, 2016, with respect to our bromine operation.
For further information, see “Item 10 - Additional Information— E. Taxation” and Note 15 to our Audited Financial Statements.
ICL
Group Limited 56
Potash Segment
Our
Potash segment produces and sells mainly potash, salts, magnesium, and electricity. Potash is produced in Israel and Spain using an evaporation
process to extract potash from the Dead Sea at Sodom, Israel,
and conventional mining from an underground mine in Spain. The segment also includes the production and sale of pure magnesium and magnesium
alloys, as well as the production and sale of chlorine. In addition, the segment sells salt products produced at its potash site in Spain.
The segment operates a power plant in Sodom that supplies electricity to ICL companies in Israel (surplus electricity is sold to external
customers) and steam to all facilities at the Sodom site.
In 2022, Potash segment sales totaled $3,313 million (including sales to other segments), an increase of
87% compared to 2021. Total sales of the Potash segment constituted approximately 33% of ICL's total sales, an increase of 26% compared
to 2021. The segment's operating income totaled $1,822 million, an increase of 357% compared to 2021. The segment's total operating income
constituted approximately 52% of ICL’s adjusted operating income, an increase of 19% compared to 2021. For further information,
see "Item 3 – Key Information – A. Selected Financial Data" and “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, 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 the 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 carnallite extraction.
The carnallite, a compound of potassium chloride (KCl) and magnesium chloride mixed with sodium chloride (NaCl), precipitates in some
of the largest solar evaporation ponds in the world. The carnallite is transferred to ICL Dead Sea plants, where a chemical and physical
process breaks down the carnallite crystal into potash using cold crystallization and hot leach technologies. In Spain, we extract potash
by mining sylvinite in an underground mine. Sylvinite is a mixture of varying potash concentrations (KCl) and salt (NaCl), separated by
a flotation process at our production plants near the mine.
ICL
Group Limited 57
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
2022, our potash business produced approximately 4.7 million tonnes of potash. Our potential annual production capacity of potash, once
we complete 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 is usually lower than the potential production capacity due to unplanned downtime, special maintenance operations, non-availability
of raw materials, market conditions, and unexpected events.
ICL
Group Limited 58
Production-related
developments of the Potash business:
Israel
In
2022, ICL Dead Sea reached an all-time annual potash production record of 4,011K
tonnes following the ongoing implementation of processes and operational enhancements.
Spain
Since
June 2020, following an efficiency plan, ICL Iberia consolidated its activities into one site by expanding its Suria production site and
discontinuing mining activity at Sallent. In Addition, in 2021, we completed excavating the ramp connecting Cabanasses mine with the Suria
plant and installed operational equipment and infrastructure. In addition, the capacity increase project at the site’s flotation
plant has been completed and is in the process of being commissioned.
The ramp project and the flotation capacity increase, along with ongoing operational improvement measures
implemented by ICL Iberia are expected to increase production capacity and address operational and geological challenges, which negatively
impacted its production throughout 2022. For further information, see "Item 4 – Information on the Company— D. Property, Plant
and Equipment".
Salt
- In 2015, ICL Iberia and AkzoNobel Industrial Chemicals B.V. signed a partnership agreement to market high-quality vacuum salt and pure
potash. In October 2021, ICL signed an agreement to terminate the partnership, under which the Company purchased Nobian's holding in Sal
Vesta (51%) and Nobian’s share in a joint venture (SOPAA) and settled all additional disputes between the parties.
In
February 2023, Iberpotash signed a sale agreement with Compañía Salinera Salins Ibérica, S.L. for its 100% holding in Sal
Vesta and a long-term take-or-pay supply agreement for all of Iberpotash's vacuum salt production. No significant financial impact is
expected from this transaction.
Collector
– As part of the potash production process, salt is produced as a by-product which is treated using a collector that transports
it from ICL Iberia's sites to the sea. In view of the obsolescence of the current facility, located between the ICL site and Abrera (located
around 50 km from our site and 40 km from Barcelona), in 2021, the Company signed an agreement with the Catalan Water Agency for the construction
and operation of a new collector which will secure the future operations of our production sites, will enable an increase in capacity
and improve our treatment of the existing salt. Based on the said agreement and the Spanish Water law, it was determined that ICL Iberia
will assume up to 90% of the project's cost (approximately $110 million). For further information, see Note 18 to our Audited Financial
Statements.
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 depends mainly on production and 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), Mosaic (US), Uralkali
(Russia), K+S (Germany), QSL (China), EuroChem (Russia), APC (Jordan) and SQM (Chile).
ICL
Group Limited 59
We
believe our Potash business benefits from the following competitive advantages:
| • |
The 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 geographical location, access to
nearby ports in Israel and Europe, and relative proximity to our customers are reflected in particularly competitive marine and overland
shipping costs and delivery times. |
| • |
Climate advantages due to the hot and dry climate of the Dead Sea
enable us to store a large quantity of potash in an open area at a very low cost, thereby allowing us to produce at Sodom at full capacity
constantly, independent 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. |
Raw
Materials and Suppliers
The
Potash segment produces potash in Israel and Spain. Potash does not require additional chemical conversion to be used as a plant‑nutrient
fertilizer. Nevertheless, it can also serve as a raw material for certain specialty fertilizers and other industrial products.
The
other primary utilities used by us to support our potash production are natural gas, steam, electricity, industrial water, and neutralization
materials.
ICL
Group Limited 60
Sales,
Marketing, and Distribution
The
primary markets of our Potash business are Brazil, China, India, Europe, and the US. 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, rather, through current orders proximate to the supply
date, excluding our annual agreements with customers in India, China and with
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 protracted 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 of the 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 the 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
February 2022, ICL signed framework agreements to supply potash to its Chinese customers for three years (2022-2024). Prices for the quantities
to be supplied, according to the framework agreements, will be established in line with the prevailing market prices in China at the relevant
date of supply. The agreed selling price in the contracts is $590 per tonne, $343 per tonne above the previous contracts. As determined
in the agreements, in 2022, ICL supplied an aggregate amount of 656,600 tonnes of potash.
In
March 2022, ICL signed a new long-term supply agreement with Indian Potash Limited (IPL) for 2022-2027, replacing the prior five-year
framework agreement signed in 2019. According to the new framework agreement, ICL committed to supply IPL 600,000 tonnes of potash in
2022 and 600,000 tonnes, plus options for an additional 50,000 tonnes, in 2023. In the following years (2024-2027), ICL will supply 650,000
tonnes plus options for 50,000 additional tonnes per year. Prevailing market prices will determine the agreed selling price under the
new framework agreement with India on the relevant date of supply.
In
August 2022, ICL signed a binding memorandum of understanding ("MOU") with a European customer to supply 300,000 tonnes of potash annually.
The terms of the MOU will be incorporated into a definitive long-term agreement, which will become effective in January 2023, and will
remain effective for two years with an automatic renewal for successive periods of one year each. The price will be based on prevailing
market prices, and mutual understandings agreed with the customer. The product
shall be manufactured and delivered from ICL’s plants in Israel and Spain.
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.
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The
Potash business transports potash from Israel and Spain as follows:
From
Israel to overseas customers by ships (mainly in bulk), leased in the market and 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 handled by truck. The products with overseas destinations
are transported by train and trucks from Súria to the Company's designated facilities located at the port of Barcelona (Spain). From
there, the cargo is loaded onto bulk vessels. 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.
Seasonality
The
seasonal nature of demand for our Potash businesses products is usually characterized by higher sales in the second and third quarters.
However, seasonality was moderated in the past few years due to various influences on sales. The influences include the Covid-19 pandemic,
sanctions against Belarus, Ukraine-Russia Conflict, and increased crop prices. These events forced countries to build up potash stocks
due to supply concerns, especially in Brazil.
Natural
Resources Tax
The
Law for Taxation of Profits from Natural Resources in Israel entered into effect on January 1, 2017, with respect also to our segment
operations at ICL Dead Sea. 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, electricity
surplus (produced in Israel), and more.
Magnesium
The
Potash segment includes magnesium production, operated by Dead Sea Magnesium Ltd., the largest magnesium producer outside China and the
US. The magnesium business produces, markets, and sells pure magnesium, magnesium alloys, and dry carnallite.
Magnesium
is considered the lightest structural metal. One of the main characteristics of magnesium is its high strength-to-weight ratio compared
to other metals – mainly steel and aluminum. Therefore, the primary uses of magnesium are in the aluminum sector, steel sector,
and the casting sector of parts made of magnesium alloys (mainly for the automotive industry).
Production
of magnesium originated from the carnallite gathered from the Dead Sea. During the electrolysis process,
the magnesium chloride present in the carnallite is separated into magnesium metal and chlorine gas.
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.
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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 industrial, food and agriculture markets.
Sales
of the Phosphate Solutions segment in 2022 totaled $3,106 million (including sales to other segments), an increase of 38% compared to
2021. Total sales of the segment constituted approximately 31% of ICL's total sales, a decrease of 1% compared to 2021. Segment operating
income totaled $777 million, an increase of 164% compared to 2021. Total segment operating income constituted approximately 22% of ICL’s
adjusted operating income, a decrease of 2% compared to 2021.
Sales
and operating income of phosphate specialties, in 2022 totaled to $1,788 million and $383 million, reflecting an increase of 33% and 147%,
respectively, compared to 2021. Sales and operating income of phosphate commodities, in 2022 totaled to $1,318 million and $394 million,
reflecting increase of 45% and 183%, respectively, compared to 2021.
For further information, see "Item 3 – Key Information – A. Selected Financial Data",
“Item 5 - Financial Results and Business Overview— A. Operating Results” and Note 5 to our Audited Financial Statements.
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.
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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 food and industrial
applications. Phosphate salts and acids are used in various industrial end markets such as oral care, cleaning products, paints and coatings,
water treatment, asphalt modification, construction, metal treatment, energy storage solutions and others. 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, provides innovative alternative protein solutions
for meat substitute products, and also produces milk proteins and whey proteins for the food ingredients industry.
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-growth plant-based meat alternative market.
In
October 2022, ICL announced that it plans to build a lithium iron phosphate (“LFP”) cathode active material manufacturing
plant in St. Louis, Missouri. This is expected to be the first large-scale LFP material manufacturing plant in the US. The Company was
awarded $197 million by way of a Bipartisan Infrastructure Law funding which is subject to the completion of negotiations with the Department
of Energy. The plant is expected to be operational by 2024 and is expected to produce high-quality LFP material for the global lithium
battery industry using, primarily, a domestic supply chain.
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. Additionally, the Phosphate Solutions
segment produces milk and whey proteins for the food ingredients industry at its facility in Austria.
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The
segment's principal manufacturing plants, distribution centers and marketing companies are set forth in the map below:
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Current
annual potential production capacity is as follows: approximately 3.9 million
tonnes of phosphate rock, approximately 1.97 million tonnes of phosphate
fertilizers, approximately 1.3 million tonnes of green phosphoric acid, approximately 417 thousand tonnes of purified phosphoric acid
and approximately 385 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.
In
2022, the segment produced approximately 4.7 million tonnes of enriched phosphate
rock, about 1.7 million tonnes of phosphate fertilizers, about 1.2 million tonnes of green phosphoric acid, about 338 thousand tonnes
of purified phosphoric acid (as Phosphorus Pentoxide), about 277 thousand tonnes of phosphate salts and about 69 thousand tonnes of food
multi-blends.
Production-related
developments throughout the Phosphate Solutions segment:
Israel
Rotem
Israel presented strong results in 2022 mainly due to improvement in the commodities market and higher prices.
In
addition, Rotem Israel achieved production records in certain product lines such as purified phosphoric acid (176,100
tonnes) and Pekacid (10,508 tonnes).
China
YPH,
an equally owned company controlled by ICL, improves the competitiveness and flexibility of ICL’s phosphate activities as a result
of access to phosphate rock with extensive reserves. The joint manufacturing platform includes activities over the entire value chain.
The performance of YPH continued to improve in 2022 and achieved record results.
ICL launched a new food-grade phosphoric acid plant at YPH,
which commenced operation in 2021 and is planned to add 70 thousand tonnes of food-grade acid production capacity once it is fully ramped-up.
In 2022, the respective production quantity reached around 75% of the capacity.
The plant produces qualified commercial food-grade acid quantities. The new plant strengthens our phosphate specialties operations and
enables additional diversification into higher value-added products.
In
2022, YPH became one of the most dominate phosphate suppliers to the fast-growing LFP industry in Yunnan, China. The Company built and
currently operates a new 70 thousand tonnes MAP 73% battery level minerals plant, specifically serving this attractive market, together
with the existing 60 thousand tonnes plant. This total annual capacity of 130 thousand tonnes, together with the produced technical grade
phosphoric acid and improved green phosphoric acid, created a portfolio that positioned YPH as one of the most important phosphate suppliers
to the battery industry in South China,
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Americas
In
December 2021, ICL opened its alternative-protein facility in St. Louis, Missouri,
US, which produces a plant-based meat substitute for use by food companies, food-service distributors, restaurants and grocery chains.
In
October 2022, ICL announced that it plans to build a LFP cathode active material manufacturing plant in St. Louis. This is expected to
be the first large-scale LFP material manufacturing plant in the US. The Company was awarded $197 million by way of a Bipartisan Infrastructure
Law funding which is subject to the completion of negotiations with the Department of Energy. The plant is expected to be operational
by 2024.
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 multi-national 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, Saudi Arabia, Algeria, Brazil, South Africa, Jordan, Egypt, Australia, the US, Russia, Peru, Tunisia,
Mexico, Kazakhstan, Lithuania, Lebanon, Syria, Togo, Senegal, Israel and others. A major part of the mined phosphate rock is used by manufacturers,
including ICL, mainly 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 Office Chérifien des Phosphates (OCP Group
in Morocco), Polyserve (Egypt), El Nasr Co. for Intermediate Chemicals (NCIC in Egypt), Groupe Chimique Tunisien (GCT in Tunisia), Grupo
Fertinal (Mexico), Agropolychim, (Bulgaria), Lebanon Chemical Company, and various Chinese producers.
Our
Phosphate Solutions segment has a leading global position in the purified phosphoric acid market-based on its in-house technology and
its downstream products, as well as in the food-grade phosphates and dairy proteins 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, Innophos Inc., Prayon S.A, Nutrien,
Adithya Birla, Haifa Chemicals Ltd., FOSFA and various Chinese producers.
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The
Phosphate Solutions segment benefits from the following competitive advantages:
| • |
An integrated value chain that uses phosphate rock mined in Israel
(at Rotem Israel), as well as in China (YPH), to produce green phosphoric acid
which serves mainly as a raw material to produce of the Segment's products and for the production of our Growing Solutions segment's products.
|
| • |
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 Company is a global fertilizer producer that can combine potash
and phosphate fertilizers in the same shipment, which enables us to service smaller customers, particularly in Brazil and the US.
|
| • |
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 better 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.
|
Raw
Materials and Suppliers
The
Phosphate Solutions segment produces most of the raw materials it uses to produce its commodities and specialties products.
The
segment produces 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, different grades of purified phosphoric acid, soda ash,
caustic soda and potassium hydroxide.
For further information regarding sulphur prices during 2022, see “Item 5 - Financial Results and
Business Overview— D. Trend Information”.
For
the dairy protein business, especially in the organic and goat segments, securing high-quality raw materials (whole milk, skimmed milk
and whey) is a key element of operations. A balance between short- and long-term agreements secures supply, while maintaining adaptability
to changing market conditions.
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.
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Sales,
Marketing and Distribution
The
Phosphate Solutions segment sells and markets its products worldwide. The primary markets of phosphate commodities products include China,
Europe, Brazil, the US and Israel. Phosphate specialties products are primarily marketed to industrial, food and commercial customers
in Europe, North America, Asia, South America and Australia. The 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 occur according to 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. These vessels are loaded at designated facilities in the ports of Ashdod on the Mediterranean Sea and Eilat on
the Red Sea. 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 in negotiations between manufacturers and customers and are affected mainly by supply
availability compared to the market demand (which are indirectly influenced also by crop prices), as well as the identity of the customer
and the period of the agreement. Prices for relatively long-term contracts are not necessarily 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,
personnel work closely with customers to tailor the 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 quarter
of the year. In recent years, due to various influences on the timing of sales, such as the Covid-19 pandemic and the Ukraine-Russia Conflict,
the effects of seasonality have been reduced compared to past periods.
The
target markets of phosphate specialties products are not characterized by significant seasonality. However, the fourth quarter of the
year is relatively weak due to the holiday season and customers’ destocking towards the end of the year.
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Natural
Resources Tax
The
Law for Taxation of Profits from Natural Resources in Israel became effective on January 1, 2016, with respect to phosphate operations
at Rotem, Israel. For further information, see “Item 10 - Additional Information— E. Taxation” and Note 15 to our Audited
Financial Statements.
Growing Solutions
Segment
Our
Growing Solutions segment aims to achieve global leadership in specialty fertilization markets by enhancing its global positions in its
core markets of specialty agriculture, FertilizerpluS and ornamental horticulture, turf, and landscaping; targeting high-growth markets
such as Brazil, India and China; leveraging its unique RD capabilities, vast agronomic experience, global footprint, backward integration
to potash and phosphate and chemistry know-how; and by 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 and controlled release fertilizers (CRF), water soluble fertilizers (WSF), liquid fertilizers and
straights (MKP/MAP/PeKacid), soil and foliar micronutrients, secondary nutrients, bio-stimulants, soil conditioners, seed treatment products
and adjuvants.
The
Growing Solutions segment develops, manufactures, markets, and sells fertilizers based primarily on nitrogen, potash (potassium chloride),
and phosphate. It produces water soluble specialty fertilizers in Belgium, Israel, and Spain, liquid fertilizers in Israel, Spain, and
Brazil, straight soluble fertilizers in China and Israel, controlled release fertilizers in the Netherlands, Brazil, and the US, as well
as secondary nutrients, bio-stimulants, soil conditioners, seed treatment product, and adjuvants in Brazil. ICL's specialty fertilizers
business markets its products worldwide, mainly in Europe, Asia, North America, Brazil, and Israel.
In 2022, the sales of the Growing Solutions segment totaled to $2,422 million (including sales to other
segments), an increase of 45% compared to 2021. The sales of the Growing Solutions segment constituted approximately 24% of ICL's total
sales, as in 2021. The segment's operating income totaled to $378 million, an increase of 180% compared to 2021. The Growing Solutions
segment’s operating income constituted approximately 11% of ICL’s adjusted operating income, a decrease of 1% compared
to 2021. For further information, see "Item 3 – Key Information – A. Selected Financial Data – Adjusted to reported
operating and net income (non-GAAP financial measures)" and “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 below presents the different fertilizer product lines. High value products are usually
accompanied by a higher price per tonne. ICL's Growing Solutions segment (Formerly, Innovative Ag Solutions) 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 related to the growing drip irrigation/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 (e.g., urea, potassium, and phosphorus). 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®) and other products. FertilizerpluS
products, which include compounds of phosphorus, sulphur, potassium, magnesium, and calcium, are tailored for various types of soil and
a wide range of crops and are intended to enhance 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 through our Potash segment 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 sulphur (SO3 48%), potash (K2O
14%), calcium (CaO 17%), and magnesium (MgO 6%), which are essential components for the improvement of crops and agricultural products.
Polysulphate® is the basis for many of 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. To develop downstream products, we are expanding the Polysulphate® market by means of, among other things, development
of a wide variety of innovative Polysulphate®-based products.
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We
believe that our FertilizerpluS product line benefits from the following competitive advantages:
| • |
Market position: Currently, we are the sole
producer of Polysulphate® worldwide. |
| • |
Our ability to increase production at a relatively low capital expenditure.
|
| • |
Worldwide production capabilities: ICL Growing Solutions' principal
production facilities include plants in Israel (special compound fertilizers, liquid fertilizers, and soluble fertilizers), Spain (liquid
fertilizers, and soluble NPK fertilizers), the UK (polysulphate, PotashpluS, products for water conservation and peat incorporated in
growing media), Turkey (animal feed), China (compound specialty fertilizers and soluble fertilizers), the Netherlands (controlled‑release
fertilizers and fertilizer blends), Belgium (soluble NPK fertilizers), the US (controlled‑release fertilizers) and Brazil (liquid
fertilizers, water-soluble fertilizers, controlled-release fertilizers, improved efficiency phosphorus fertilizers, secondary nutrients
fertilizers, and micronutrients fertilizers). |
Turf
Ornamental (TO)
Ornamental
Horticulture
The
Ornamental Horticulture market consists of growers of outdoor ornamental plants (nurseries) and pot and bedding plants (greenhouses).
The growers require high quality fertilization programs to grow plants at the quality level required by garden centers, DIY (Do It Yourself)
outlets and retail chains. 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 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
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 of unique, high-quality products. The most important inputs are controlled release
and slow-release fertilizers, grass seeds and plant protection products. Some of these products’ well-known brands are Sierrablen,
Sierraform and ProTurf. Recently, the segment launched a new brand of organic fertilizers named Gronamic. The Segment offers all three
product lines in an integrated program and maintains a dedicated and experienced team of unique professional grass experts, along with
a distribution network serving its key markets, mainly in Europe and Asia.
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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 fertilizing 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 and up to 18 months
compared to regular fertilizers that dissolve in the soil and are immediately available but therefore leach partially into the soil. ICL
Innovative Ag Solutions has leading global and regional brand-name products including Osmocote, Agroblen, Agrocote and AgromasterPolyblen
and Producote. |
| • |
Osmocote is the most 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 field trials to test and
confirm the high reliability of our products. During the past few years, the Company has developed several new technologies, such as “Dual
Coating Technology” (which optimizes the release to ornamental plants) and “E-Max Release Technology” (a new coating
technology with improved release characteristics, mainly for urea) for Ag crops. In September 2022, ICL launched a biodegradable coated
fertilizer technology - eqo.x, controlled release urea designed for open field agriculture. This solution will help farmers to maximize
agricultural crop performance, while also limiting environmental impact by reducing nutrient loss and increasing nutrient use efficiency
(NUE). The eqo.x release technology is the first offering in the market to provide a controlled release fertilizer (CRF) coating for urea
which biodegrades more rapidly and was specifically designed to meet future European fertilizer standards set to go into effect in 2026.
|
| • |
Soluble fertilizers, which are fully water‑soluble, and fully‑soluble
NPK compound fertilizers, are commonly used for fertilization through drip irrigation systems to optimize fertilizer efficiency in the
root zone to maximize yields. These fully soluble fertilizers are also used sometimes for foliar applications. Our well-known brands for
fertigation include Peters, Universol, Fertiflow and more. Our leading brands for foliar application are Agroleaf Liquid, Agroleaf Power
and Nutrivant. ICL develops specific formulations for different applications and circumstances. 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. |
| • |
‘Straight fertilizers’ which are crystalline, free‑flowing
and high purity phosphorus potassium soluble fertilizers such as MKP, MAP and PeKacid. 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. In 2022, we launched a new patented product, NovaPK88,
which is the most concentrated PK soluble fertilizer in the market. The product is highly soluble and ideal for foliar. |
ICL
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| • |
Liquid fertilizers are used for intensive agriculture and are integrated
in irrigation systems (mainly drip systems). Our product line includes mostly tailor‑made formulations designed for specific soil
water/climate conditions and crop needs. |
| • |
Peat, a growing medium for various crops, where generally controlled‑release
fertilizers and plant‑protection products are mixed in. Specific formulations of growing media are designed for specific plant needs,
such as greenhouse bedding plants and outdoor nurseries. A well-known ICL brand is the “Levington” brand. Inclusion of growing
media products in the portfolio in the UK allows ICL to offer an effective total solution to its customers. We intend to use more circular
products and have extended our growing media offerings with Fibagro Advance, a unique and superior 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. |
| • |
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. 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. |
| • |
Seed treatment technologies are used to deliver plant nutrients
and bio-stimulants, with a focus on improved root development, early plant development and nitrogen fixation. Several products and brands
serve the needs of different crops such as ProSelect and Landscaper Pro. |
| • |
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. |
| • |
Polysulphate® and Polysulphate®-based fertilizers, customized
to meet the needs of different crops and soil types, maximize yield and allow more precise and efficient applications. |
| • |
Polysulphate® contributes to and follows the main market trends
in the fields 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. In 2022, the company increased sales and plans to continue this
trend in 2023. |
| • |
PKpluS – a unique combination of phosphate, potash and Polysulphate®.
In 2022, the Company, through our Phosphate Solutions segment, increased PKpluS sales and plans to continue this trend in 2023.
|
| • |
NPKpluS – a unique combination of Nitrogen, phosphate, potash
and Polysulphate®. This product includes all 6 macro nutrients in one granule.
|
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Production
Growing
Solutions segment's principal production facilities include plants in Israel (special compound fertilizers, liquid fertilizers and soluble
fertilizers), Spain (liquid fertilizers, and soluble NPK fertilizers), the UK (products for water conservation and peat incorporated in
growing media), China (compound specialty fertilizers and soluble fertilizers), the Netherlands (controlled‑release fertilizers
and fertilizer blends), Belgium (soluble NPK fertilizers), the US (controlled‑release fertilizers) and Brazil (liquid fertilizers,
water-soluble fertilizers, controlled-release fertilizers, improved efficiency phosphorus fertilizers, secondary nutrients fertilizers
and micronutrients fertilizers).
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 360 thousand tonnes of soluble fertilizers, 800 thousand tonnes of phosphate,
480 thousand tonnes of liquid fertilizers, 200 thousand tonnes of controlled release fertilizers, 400 thousand m3 of growing media and
200 thousand tonnes of micronutrients. 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.
In
2022, we produced about 953 thousand tonnes of Polysulphate®. The production of Polysulphate® in the UK is in a ramp-up stage
and is expected to reach about one million tonnes in 2023 and continue to expand in the coming years. The current annual potential production
capacity of Polysulphate® is above one million tonnes.
Competition
The
global specialty fertilizer market is estimated at approximately $15 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 reginal and local producers. The
market operates mainly on a local basis and most producers sell their products in nearby territories rather than globally. We are considered
one of the largest global players in the specialty fertilizers market, with production plants in Israel, the Netherlands, Belgium, Spain,
the UK, Brazil, the US and China.
The
Capex required to develop new production capacities for existing specialty fertilizer companies is 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, large, professional selling and marketing teams, and customer support capabilities.
In
addition to ICL, other specialty fertilizers companies with a global presence include: SQM, Yara, Haifa and Compo Expert. Other companies,
such as Pursell, Simplot, Nutrien and Koch (USA), Kingenta and Moith (China) and JCAM (Japan), are considered regional players.
ICL
Growing Solution 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 RD and product development capabilities, creating a
strong platform for future growth in controlled-release fertilizers, fertigation, foliar soluble fertilizers, enhanced nutrients, 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 loyalty by distributors. |
| • |
Full product portfolio (one-stop shop). |
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| • |
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 fertilizer business benefits from its backward integration to raw materials produced by the Company, such as KCl,
MGA, GTSP, MKP and polysulphate.
For
most of 2022, there was a significant increase in raw material prices and unstable supply due to global supply chain challenges. We mitigated
these challenges and have taken the appropriate measures to secure timely supply to customers.
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, Israel, the US, India, China, the UK, Australia,
and Brazil. 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 relies 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. Growing Solution segment also has specialized field forces for the Agriculture,
Ornamental Horticulture and Turf Landscape markets supported by specialized marketing teams.
Most
specialty fertilizers business sales are not made by means of contracts or long-term orders, but rather through current orders made close
to the supply date. Accordingly, there is no significant backlog of orders.
Prices
are determined via negotiations between the Company and its customers and are affected mainly by the relationship between market demand
and business production costs, as well as by the identity of the customer and the terms of the agreement.
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.
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Seasonality
The
use and applications of specialty fertilizers are related to the main growing seasons of specialty crops worldwide. The main factors impacting
seasonality are geographical location, crop type, product, and market. While the majority of our specialty fertilizer business serves
markets in the northern hemisphere, where most of the demand for the segment's products is concentrated in the first half of the year,
recent acquisitions of specialty fertilizer assets in Brazil, where demand is mostly concentrated in the second half of the year, somewhat
balances the seasonality that characterized the segment's business.
For
example, some specialty products, such as soluble fertilizers in the Ornamental Horticulture market, are sold and applied throughout the
year with limited seasonality, whereas controlled release fertilizers are sold during the potting season of container nursery stock and
pot plants (before springtime).
Additional
Activities
Our
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. 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
are involved and invested in society and the community, the result of a policy 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) supporting the communities in which we operate, and responding to their individual
needs, while emphasizing the empowerment of community residents and encouraging innovation and social entrepreneurship; and (3) promoting
food security through a variety of products and activities, including supporting local farmers, encouraging sustainable urban agriculture
and supporting local food banks. In addition, ICL works to assist in crisis situations and disasters among the local communities in which
it operates.
Each
of our social investment activities are 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 flagship social projects in the various countries in which we operate.
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"Thinking
Doing" is our social flagship program in Israel, and we operate in nine local municipalities: Dimona, Yeruhem, Beer Sheva, 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 systemic solution for the education system beginning with the teacher and the student, and extending to the classroom,
schools, and education system, while creating e-communities. ICL's support enables 15,000 students in Israel’s Negev region to enjoy
digital accessibility. In 2021, ICL began developing unique joint programs, including the establishment of a digital empowerment center
for women and girls from the Bedouin sector in kaSeifa.
"Lab
0_6" is the social flagship project of ICL in Spain. Working in collaboration with Manresa University, the project makes curiosity
and 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.
Development
of local flagship projects - In 2022, ICL emphasized the development of local flagship projects in the countries where most of
its employees live. Flagship projects were promoted in the US, the Netherlands, Germany and Brazil, and the Company will work to establish
and expand these projects in the coming years.
Support for
public health institutions - During 2020 and 2021, due to the outbreak of Covid-19 and the Company's commitment to support and
improve the resilience of the local communities, ICL worked to support the needs of public health institutions through donations of equipment
and financial contributions. To promote equality and accessibility to medical treatment as well as to reduce disparities, we continued
to provide support and assistance to public health institutions in most of the countries in which we operate.
The
Turkey and Syria earthquake disaster – On February 6, 2023, a powerful earthquake occurred in Turkey and Syria. As a result,
tens of thousands of people were killed, over a hundred thousand people were injured and hundreds of thousands were left homeless. ICL
rallied to provide immediate help and dispatched ICL-IL’s DSW search and rescue team to join rescue efforts. ICL is offering humanitarian
aid to the survivors by way of donations of equipment, food and medicines as well as monetary donations.
The
Moshe Novomieski Potash Company Heritage Site Visitor Center in 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 focuses on 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.
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ICL's
total monetary donations in 2022 amounted to approximately $14.5 million (including the amount
invested in the Visitor Center). In addition, during 2022 ICL contributed, at the Company's expense, about 24,500
hours of volunteer work of its employees. This amount does not include 35,520 hours of volunteer work after working hours, which was encouraged,
organized, and logistically facilitated by ICL.
Environmental,
Health and Safety
Introduction
Our
brand promise is to create impactful solutions for humanity’s sustainability challenges, by leveraging our unique resources and
technological ingenuity. We are committed to the UN’s Sustainable Development Goals.
In
the wake of relevant sustainability megatrends, ICL is aligning its strategic planning to both assess and prepare for possible risks,
as well as to seize material business opportunities. Opportunities for ICL include energy storage solutions (ESS), necessary for the transition
to renewable energy and e-mobility; next generation fertilizers, digital farming/AgTech solutions for precision agriculture; and other
products required for global food security and safety. Our main products and services strengthen global food chain resilience, industrial
efficiency and safety.
ICL
is committed to developing and implementing a comprehensive Environmental, Social and Governance (ESG) strategy by integrating responsible
and sustainable considerations in the conduct of our business activities, including in the manufacture and sale of our products. Our programs
focus on reducing our greenhouse gas emissions, increasing our use of renewable energy, reducing our water consumption while promoting
circular economy activities, supporting communities, and promoting personal environmental responsibility, including volunteering by our
employees.
Our
goals and targets call for increasing our energy efficiency and use of renewable energy, reducing our carbon footprint, managing our raw
material uses, and minimizing our air emissions, water consumption and wastewater output. We aim to increase our re-use of materials and
to recycle hazardous and non-hazardous wastes. We also intend to continue implementing life-cycle analysis processes, as well as integrating
ecological considerations in our mining reclamation processes. ICL also aims to achieve and maintain leading positions in ESG rankings
and indices, as well as to increase transparency and open dialogue with ICL’s 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 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 product requirements. Furthermore, we are required to hold certain environmental permits and licenses,
such as air emission permits and waste discharge permits, all of which aim to protect the health and safety of people and the environment.
To continue our operations, we must comply with the requirements and conditions of these permits and licenses, and to remedy any discrepancies
if 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 environmental, health and safety requirements. This may pose a challenge and present uncertainties regarding our ability to comply
with them and may impact the capital expenditures and operating costs of our Company. Complying with such requirements may require the
adjustment of the Company's 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 evaluate them with respect to their potential impact on our operations.
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We are working to increase the number of our suppliers who have conducted sustainability assessments through
the Together for Sustainability (TfS) initiative and emphasize the personal environmental responsibility of our employees. We are 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. Employees - Promoting Diversity, Inclusion Belonging (DIB)”). We also aim to maintain
transparent communications with regulatory authorities and to engage with the communities in which we operate. Our Company contributes
to initiatives in those communities and is committed to fostering social values with our various stakeholders.
ICL’s CEO and President, Mr. Raviv Zoller serves as a member of the Executive Board of the International
Fertilizer Association (IFA). Mr. Zoller is the representative of the West Asia region and also serves as the Chairman of IFA’s
Sustainability Committee. With our support, we believe that members of the IFA organization will be joining the TfS initiative.
We continue our journey to enhance the Company’s understanding and preparedness regarding climate
related risks and opportunities. This is the second year in which we voluntarily disclosed information according to The Climate-related
Financial Disclosures (TCFD) framework and we intend to continue to advance our relevant knowledge and develop this disclosure in future
years. For further information, see “Item 4 – Information on The Company – B. Business Overview – Task Force on
Climate-related Financial Disclosures (TCFD)" below.
ICL
strives to raise awareness regarding sustainability within the company. In order to accelerate our learning curve, we participate in multiple
sustainability rankings. We leverage the feedback we receive to gain insights and create improvements. Among these, are programs such
as Maala and Entropy, where ICL received very high scores, as well as CDP carbon (Ranked B), Bloomberg Gender-Equality Index (GEI) and
EcoVadis, where ICL received Gold ranking, MSCI (Ranked BB) and Sustainalytics (Ranked 29.6). ICL is also committed to the United Nations
Global Compact initiative.
In
addition, ICL Iberia – Suria was awarded the IFA’s Green Leaf Award, recognizing environmental excellence for underground
mining. In China, YPH was awarded the Green Mine certification (Ranked AAAAA) for excellence in mine planning, operations and mine remediation.
For
further details regarding our ESG practices and performance, see “ICL Corporate Responsibility Report 2021” in our current
Report on Form 6-K (File no. 001-13742) furnished to the SEC on May 31, 2022. 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.
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Sustainability
Sustainable
Solutions
We
focus 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 challenges that humanity is facing, such as providing food security (SDG
2 - Zero Hunger). Our Research Development and Innovation department (RDI) uses the UN Sustainable Development Goals (SDGs) as guiding
principles in its RDI activities.
As
part of its commitment to sustainable development, ICL combines environmental, health and safety criteria with commercial and operational
considerations when developing new products. Potential products are rigorously tested using an internal Sustainability Index for product
development. We also developed a data-driven Impact Assessment Tool for all RDI projects, to support ICL’s actions on tackling
climate change, advancing food security, sustainable agriculture, and contributions to human health, safety and wellbeing. This strategy
component is part of our positive impact product development processes, and we are also implementing circular economy and biomimicry concepts
to reduce our environmental impact.
As
an essential player in the global food supply chain, our goal is to contribute to the effort to achieve Zero Hunger (SDG 2). Our fertilizers
enable the agricultural production of food equivalent approximately to the annual consumption by 150 million people globally, thereby
enhancing food security across the globe. As the global population continues to rise, farmers worldwide are confronted by the constant
need to increase yields while facing land erosion, effects of climate change and other environmental challenges. They must also adapt
to evolving regulations. 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. To improve food security, our company offers
a broad variety of solutions to farmers, including commodity fertilizers, controlled release fertilizers (CRF), bio-stimulants, organic
fertilizers, digital farming/ag-tech solutions and more. Our products enable growers to enhance their yields and improve their crop quality,
while increasing their nutrient use efficiency and reducing farmers’ water consumption. Thereby, reducing carbon intensity across
the food supply value chain (Climate Action -SDG 13). Efficient water conservation products are used to keep water in the root-zone of
crops and turf, through a new technology. Using key brands such as H2Flo and H2Pro, these products significantly reduce traditional irrigation
requirements. ICL Growing Solutions is developing biological bio-stimulants that stimulate plant growth and support stress conditions.
Our Growing Solutions segment also helps farmers to protect the environment by minimizing their losses of nutrients through leaching and
volatilization, and by enabling them to take data-driven decisions through precision agriculture. Our Keep Green product provides protection
against excessive solar radiation to coffee tree leaves, resulting in increased productivity. This year, ICL launched eqo.x, a biodegradable
release technology designed for open field agriculture. The eqo.x release technology is the first product available providing a controlled
release fertilizer (CRF) coating for urea, which biodegrades more rapidly, and it was specifically designed to meet future European fertilizer
standards set to go into effect in 2026. This is a key tool of both the European Farm to Fork strategy and the EU Soil Strategy for 2030,
which aim to reduce nutrient loss by at least 50% by 2030.
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 tradeoffs between yields and environmental impact. The system calculates their 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. In addition, we market alternative protein solutions (plant-based
substitutes). ICL Food Specialties has also joined forces with Protera Biosciences, an AI-driven FoodTech start-up and designer of novel
proteins which are used to develop sustainable, highly functional protein-based ingredients for food manufacturers. In addition, ICL markets
various products, such as the JOHA® emulsifying salts, which enable extended shelf life for food products, and reduction of food
waste. We also recently launched FruitMag, 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.
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We produce numerous products that are used in the pharmaceutical, nutraceutical and food markets, and invest
heavily in RD to develop and manufacture safe, high-purity, high-quality ingredients. Among our many products are active pharmaceutical
ingredients used by pharma manufacturers to treat osteoporosis, ingredients that help to correct and maintain electrolyte balance in the
human body, and a new 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 masks. The 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.
Due to the growing impact of climate change on the agricultural supply chain, we are also increasing our
efforts to reduce our GHG emissions (Climate Action - SDG 13). We sell products and services that support energy storage, which is necessary
in advancing the use of renewable energy in the global economy. With strong demand for electric vehicles (EVs), energy storage is a potentially
significant source of growth for our phosphate-based and bromine-based specialty products. A significant expansion in ICL’s energy
storage portfolio includes its plan to build a lithium iron phosphate (LFP) cathode active material (CAM) manufacturing plant in St. Louis,
Missouri. The plant is expected to be the first large-scale LFP material manufacturing plant in the US and is designed to produce high-quality
LFP material for the global lithium battery industry (Affordable and Clean Energy – SDG 7).
Our
efforts to improve ICL’s 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.
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Circular Economy
'Circular
Economy' and an Integrated Production Value Chain are guiding principles that drive our activities. According to the Circular Economy
approach, industrial production process should shift from a linear process, in which resources and capital pass through the production
chain and eventually become waste, to a closed process where by-products and waste can serve as inputs in new production processes.
To
this end, we are innovating new products from what was previously regarded by us as by-products or waste, as well as working to optimize
our production processes.
Examples
of these new products include:
| • |
MagiK, a fertilization product developed from a by-product stream
of our magnesium production process. |
| • |
Fibagro Advance, 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. |
| • |
Our Phosphate Solution segment is integrating new technologies to
use secondary source phosphate as an alternative to virgin raw materials. There are immediate uses in our production facilities in Europe,
and we are developing future resources for our fertilizer products, including a technology roadmap for recycling and recovery of phosphorus
and nitrogen from secondary sources. |
| • |
At ICL Dead Sea, we have used salt in the rehabilitation of an abandoned
site and the construction of an observatory for use by the public. |
| • |
ICL is one of the co-founders of the PolyStyrene Loop (PSL)
recycling project, in the Netherlands, along with the complete PS value chain, which has introduced a recycling scheme for PolyStyrene
(PS) foams that contain the flame retardant HBCD (Hexabromocyclododecane). The valuable bromine which it contains will be recovered and
re-used in a new polymeric flame-retardant, FR-112P. |
| • |
As part of circular economy efforts in China, the Company develops
a variety of different uses for Phosphogypsum, which is its only by-product that has not yet been fully utilized. In addition to the existing
solutions that were already developed and implemented, the Company has developed, together with local authorities, a solution for old
mine rehabilitation. During 2022, a pilot project was initiated, and utilized more than 4 million cubic meters of phosphogypsum successfully.
|
| • |
Our Ambition Creates Excellence (ACE) program has been expanded
(from the original energy savings ambitious plan) to include the development of a standardized approach for Circular Economy that will
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. |
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ICL’s
sustainability performance: Non-financial KPI’s Sustainability Linked Loan
In
September 2021, our Company obtained a €250 million Sustainability-Linked Loan ("SLL"). The loan is an innovative step forward in
our ongoing sustainability efforts and includes three sustainability performance targets. These targets were designed to align with our
sustainability strategy and goals, and each target will be assessed at specific times during the term of the loan with third-party certification.
As of the reporting date, the relevant annual targets have been achieved.
As
part of this effort, we are targeting reductions in Scope 1 and Scope 2 CO₂e
emissions resulting from our global operations. We are also planning to expand our participation in Together for Sustainability (TfS),
a global initiative dedicated to developing and implementing a global supplier engagement program that assesses and improves sustainability
sourcing practices. In addition, we continue to focus on inclusion, equality and further expansion of female representation among our
senior management. For further information, see “Item 6 - Directors, Senior Management and Employees— D. Employees”
For
further information regarding the 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. In order to sell our products and to operate
our activities and processes, including mineral extraction, production, distribution, marketing and use of products, we must 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 applies as
well 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 an evaluation
process 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 take action to increase their positive
impact and to reduce any negative impacts.
Industrial
production in general, and the chemical and mining industry in particular, require implementing special precautionary measures to maintain
a safe and healthy work environment. ICL's goal is to create a Zero Incident Culture and achieve top-tier safety performance. OMES-EHS
(operational excellence management system) provides the framework to drive operational excellence for industry-leading safety and reliability
performance across the organization. As part of this approach, ICL conducts periodic risk assessments, and external and internal audits
across all its operations, including contractors’ operations. Emergency drills, personnel training and knowledge sharing processes
are part of the annual plans of our sites.
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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. In addition, we invest extensive resources for training and mentoring, as well as other safety measures,
in order to improve occupational safety and health and to prevent accidents and illnesses. Safety targets for improvements are set annually.
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) have occurred. In 2022, the IR was 0.62, representing
a continuous improvement over the past few years.
*
Incident Rate - Lost working days cases, multiplied by 200,000, divided by employees’ work hours. Any injury event with
one or more lost workdays is included in the IR calculation method.
As
part of our proactive approach to EHS, we implemented an operations management system that provides the framework and structure to drive
operational excellence, safety and reliability across our organization (OEMS-EHS - Operational Excellence Management System - Environmental
Health Safety). 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.
We
are a “learning organization” that strives to retain a mindset of learning from both our successes and failures. Analysis
of accidents and “near misses”, as well as reporting of safety hazards, is encouraged and conducted at all ICL 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
the Global EHS VP.
In
recent years, we have implemented advanced technologies to manage EHS events and proactive safety processes globally. We have deployed
specialty software at all our sites and created a mobile EHS application that is used globally for EHS events management, hazard recognition
and various proactive online activities. These processes 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. Both employees
and managers undergo routine EHS training. We have also implemented internal mechanisms to map, track and manage environmental incidents.
Our emergency event management methodology, is supported by a mobile application with a unique module that was developed specifically
for ICL. The module is practiced regularly within the Company, as well as by specified teams of first responders and other regulatory
officials. This enables us to respond quickly to emergency events, as well as to conduct crisis management. Emergency drills, including
surprise drills, are a part of annual work plans and are regularly performed to test and improve readiness for emergency events, such
as earthquakes, leakage of hazardous materials, fire incidents, etc. We continue to enhance our procedures and measures with the goal
of becoming leaders in crisis management, management of workplace hazards and safety practices.
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In
order to prepare for natural disaster and emergency scenarios, ICL has emergency teams, qualified to perform a broad range of first responder
roles, including rescue from ruins and disaster areas following earthquakes. Dozens of volunteers take part in the activity in addition
to their routine duties. The teams are equipped with advanced equipment and practice highly complex rescue and evacuation scenarios.
Following
the severe earthquakes that occurred in Turkey recently, ICL's rescue teams were deployed as first responders. They performed their mission
with professionalism and uncompromising dedication.
In
addition to the above, we are introducing AI technology to support various processes and improve 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.
We
are also implementing a Process Safety Management (PSM) methodology. To accomplish this, we continue to develop and implement policies
and standards guided by the CCPS framework, which include the EU Seveso Directive, OSHA PSM Regulation and UK HSE Control of Major Accidents.
Recently, Israel’s Ministry of Environmental Protection adopted the Seveso risk assessment methodology and is expected to require
it at our relevant facilities. All processes include both employees and contractors.
We have streamlined formal Enterprise Risk Management (ERM) policies and procedures and conducted a comprehensive
risk mapping process throughout our organizational units. Our risk management process is a structured, continuous process, consisting
of both periodic and ongoing activities. Our ERM focuses on process safety at all sites throughout our Company. For further information,
see “Item 4 – Information On The Company — B. Business Overview - Task Force on Climate-related Financial Disclosures
(TCFD)".
We
continuously invest in capital projects towards environmental protection, health and safety and in their proactive management. In 2022,
we invested approximately $170 million on environmental related projects, $80 million of which were allocated to investments in property,
plants and equipment. 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. 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 2023 we will allocate
approximately $191 million for environment-related purposes. For further information, see “Item 3 - Key Information— D. Risk
Factors".
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For
further details on regulatory, environmental, health and safety matters, see our “ICL Corporate Responsibility Report 2021”
(web-report) 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 recognized throughout our value chain and across the globe. Our clients, for example, are exposed to
extreme weather events, stressing food production systems. Our own facilities are identifying their exposure to various climate-related
impacts. It is an increasing concern not only to governments and non-governmental organizations, but also to our stakeholders including
our investors, customers, employees and the general public. In response, we are aligning our actions to meet the accelerating pace of
this change.
We
are witnessing an increasing level of new and tightened global regulation of greenhouse gasses (“GHGs”). Ultimately, these
regulations could impact our operations by requiring us to change our production processes or by increasing our raw-material use, energy
consumption, and production and transportation costs. These regulations will also include increased disclosure of our efforts and costs.
For additional information regarding our climate change– related risk management and GHG emissions, see “Item 3 - Key Information—
D. Risk Factors”.
Task
Force on Climate-related Financial Disclosures (TCFD)
Introduction
ICL
is a leading global specialty minerals company. Our sector can be an important enabler for the transition to a low carbon economy through
development of innovative products and services. The sector is also a major consumer of fossil fuel-derived energy and thus an emitter
of greenhouse gasses with an imperative to transition to net zero. We are committed to identifying, managing, and harnessing the risks
and opportunities that climate change and the low-carbon transition may bring.
ICL
has committed to a 30% reduction of its GHG emissions (Scope 12) by 2030 (vs 2018). So far, we are on track to achieve this goal.
We have also committed to being Net Zero by 2050. ICL’s Board of Directors and senior management adjust the Company’s climate
strategy to align with the aims of the Paris Agreement. As we continue our journey towards a more sustainable future, ICL’s Board
of Directors approved to submit a declaration to the Science Based Targets initiative organization (SBTi), where the Company will commit
to set a decarbonization plan in accordance with the criteria and process of the (SBTi). The initiative drives ambitious climate action
in the private sector by enabling organizations to set science-based emissions reduction targets. Following the declaration, we intend
to initiate a process to prepare and submit our decarbonization plan within the required time frame to the SBTi for their validation.
Consistent
with the approach taken in our first year of reporting under the Task Force on Climate related Financial Disclosures (TCFD) framework,
this section presents our progress with regard to the TCFD disclosures within the four pillars of: Governance, Strategy, Risk Management,
and Metrics and Targets. The Financial Stability Board (FSB) created the TCFD to develop recommendations on the types of information that
companies should disclose to support investors, lenders, and insurance underwriters in appropriately assessing and pricing a specific
set of risks related to climate change.
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In
2021, we began to report on the eleven TCFD recommendations found within Section C of the “Recommendations of the Task Force on
Climate-related Financial Disclosures” published in June 2017. 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. In this, our second year of voluntary TCFD reporting, we further embedded TCFD recommendations by integrating
a ‘bottom-up’ approach to climate-related risks and opportunities identification and verification. We may be required to adjust
our implementation of these TCFD disclosures based on directives from regulators, such as the US Securities and Exchange Commission.
Governance
and Management
Board-level
Oversight of Climate-related Issues
| • |
ICL’s Board of Directors is responsible for setting ICL’s
overall strategic direction, including on sustainability, climate and ESG related matters. The Board views climate change as a material
component of Company strategy. |
| • |
The Board has appointed the Climate, Sustainability and Community
Relations Committee (“CSC Committee”) to oversight climate-related issues, including, climate-change risk assessment and mitigation
plans, installation of renewable energy facilities, site decarbonization plans, implementation of circular economy activities, achieving
water saving targets, implementation of policies relating to environmental impact, etc. The CSC Committee is chaired by Dr. Miriam Haran,
a leading environmental expert with considerable experience in environmental and climate related matters. The CSC Committee includes four
additional directors with significant industrial and risk management experience, including regarding environmental issues. |
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Each
meeting of the CSC Committee includes reviewing updates regarding the Company’s latest ESG related events, ESG risk assessments,
and ESG management systems, as well as policies and regulations when relevant. In addition, the CSC Committee holds annual discussions
regarding, among others, climate risk and mitigation measures, TCFD disclosure, the Company’s ESG Report and ICL’s sustainability
KPI matrix targets.
On
February 27, 2023, our Board of Directors approved to submit a declaration to the SBTi organization, where the Company will commit to
set a decarbonization plan in accordance with the criteria and process of the SBTi. Following the declaration, we intend to complete the
processes to prepare and submit our decarbonization plan within the required time frame to the SBTi for their validation. The Board
approval followed discussion and approval of the GEC on January 23, 2023, and CSC Committee on February 23, 2023.
| • |
The Audit Accounting Committee, as determined in ICL’s
Board Manual, is responsible, among others, for overseeing ICL’s risk management, including monitoring the Company’s activities
to manage and mitigate the identified risks, as well as to ensure the Company’s compliance with relevant regulation. Accordingly,
ICL’s Enterprise Risk Management (“ERM”), which includes climate relating risks’ is discussed on a bi-annual basis,
and any material changes are updated on a regular basis. |
| • |
ICL has a formal and unified Enterprise Risk Management (ERM) policy
and procedures that follow the Committee of Sponsoring Organizations of the Treadway Committee (COSO) risk management methodology, 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 into its formal ERM processes, including into its risk governance structure and in various categories
under the ICL Risk Universe, Physical risks have been integrated on all risk levels. This year, transition risks are assessed at the corporate
and segments levels.
For
further information, including Dr. Haran’s biography and CSC and Audit Accounting Committees meetings frequency see “Item
6 –Directors, Senior Management and Employees— A. Directors and Officers C. Board Practices—Our Board Committees”.
Executive Engagement
| • |
The Global Executive Committee (“GEC”), comprised of
the senior executive management, meets on a weekly basis and is responsible for overseeing the Company’s actions, policies and initiatives,
ensuring that all ICL’s ESG and climate related risks are being appropriately addressed and managed as well as rendering decisions
on various issues including sustainability, climate and ESG matters. |
Our
current Chief Risk Officer (“CRO”) is also our CFO, which, among others, is responsible together with our EVP, Global General
Counsel, and with our President, Potash Division, for implementing ICL’s sustainability and climate related risk assessment policies.
In addition, our CFO CRO is responsible for financial transition related risk, which is also managed within the climate-change risk
assessment. For further information regarding ICL’s senior management see “Item 6 – Directors, Senior Management and
Employees – A. Directors and Officers”.
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| • |
To assist the GEC to better monitor and oversee ICL’s sustainability,
climate and ESG related matters, the GEC has appointed a GEC Sustainability Committee, an advisory committee which convenes on a quarterly
basis. The GEC Sustainability Committee members include: CFO, EVP, Operational Excellence, Energy, and Innovation, President, Potash Division,
EVP, Global General Counsel, EVP, ICL CPO CAPEX, EVP, Chief Innovation and Technology Officer and President, ICL Phosphate Specialty
Solutions Division. |
Management
Oversight
| • |
ICL's TCFD Steering Group, which includes finance, sustainability,
and legal representatives, is responsible for coordinating all of ICL’s climate-change related assessments and reports in accordance
with the Global Risk Management (GRM) and reports periodically to the GEC Sustainability Committee. |
| • |
There are two separate management-level committees: (i) Physical
Risk Committee and (ii) Transition Risk Committee (“Committees”), which are supported by the global sustainability team and
risk management team, for managing 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 to therefore determine mitigating actions to minimize ICL’s exposure to risk according to respective ICL risk appetite.
The chairs of the committees, which report to the TCFD Steering Group, meet on a periodical basis to synchronize their activities.
|
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, ensuring that awareness
of climate-related issues is raised across all our segments, business units, operations and geographic locations. |
Trainings
We
conduct dedicated training sessions on climate, environment sustainability related topics to various business segments and functionaries
across the Company.
Board Oversight
Trainings
An
initial training on TCFD was provided to our Board in February 2022. Additional capacity building was conducted on several occasions throughout
the year. In February 2023, the CSC Committee and Audit Accounting Committee, to which all members of our Board of Directors were
invited, reviewed and discussed ICL’s annual TCFD process and disclosure for 2022, as part of the ongoing training for the Board
level oversight.
Each
quarterly Board meeting opens with a ESG review and discussion on ESG and climate related aspects, as well as monitoring of related KPI’s.
Twice a year, ICL’s Board of Directors conducts off-site Board visits at ICL’s sites. The off-site Board meetings include
a tour of the site in which, among others, environmental, sustainability, climate, safety and other ESG issues are discussed.
Management
Oversight Training
Our
GEC’s ongoing training includes in depth discussions on various climate, sustainability, safety and other ESG issues, as well as
updates on relevant regulatory developments and periodic risk assessments discussions.
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Working Groups
and Stakeholders Trainings
Various ongoing workshops are held for the various working groups accompanied by internal and external
experts. In addition, each year, ICL organizes a global ESG Week that focuses on the environment, safety and health, community and volunteering,
quality assurance, sustainability, legal issues and compliance. The purpose of the event is to promote engagement and knowledge sharing
within the Company. Engagement activities include both on-site workshops and a multi-lingual
virtual platform. The activities on the virtual platform are accessible to ICL employees, visitors and contractors. Further, as part of
implementing a sustainability mindset in our corporate culture, 2022 was declared as the ‘Year of Sustainability’ in ICL.
This is to raise awareness for a large variety of ESG subjects, with multiple initiatives, workshops and activities on related ESG issues
held throughout the year, involving all ICL employees.
Strategy
ICL’s
Board of Directors and senior management adjust the Company’s climate strategy in order to align with the aims of the Paris Agreement.
As we continue our journey towards a more sustainable future, ICL’s Board of Directors approved to submit a declaration to the SBTi
organization, where the Company will commit to set a decarbonization plan in accordance with the criteria and process of the SBTi. Following
the declaration, we intend to complete the processes to submit our decarbonization plan within the required time frame to the SBTi
for their validation.
We
are taking a systematic approach to reduce our GHG emissions across our global operations. ESG KPIs and targets, including climate related
targets, have been embedded in executive measures for success and financial performance-based benefits for key executives.
Informing Current
Strategy and Initiatives
Climate
risks and opportunity factors are incorporated into our business strategy and operations in order to improve our short, medium, and long-term
financial and operational resilience. In alignment with TCFD definitions, 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 as a result of 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.
ICL
continues to innovate, seeking to establish best practices, work to eliminate process inefficiencies and optimize operations to mitigate
greenhouse gas 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. In 2021 this team refocused its efforts on delivering lower carbon solutions
globally, and it is working to implement GHG reduction measures, as well as circular economy and water efficiency measures, as part of
our decarbonization road map. Measures include transitioning to lower carbon fuels for both on-site power generation and process heating,
electrification and increasing energy efficiency through phase out of inefficient production technologies, streamlining production facilities,
and improved efficiency of heat and steam consumption. We also seek opportunities to increase the use of renewable energy as part of ICL’s
fuel mix.
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In
parallel, our Global Procurement Organization (GPO) and Sustainability Unit participate in the effort to purchase electricity produced
by renewable energy, as well as support capital investments to install onsite renewable energy production at ICL’s facilities. This
has led to success in Europe, the US and Brazil, where over 95% of the electricity consumed by our sites in 2022 derived from zero-emission
origins. We are also engaging in extensive training to raise awareness among ICL’s suppliers regarding sustainability, transparency
and carbon emissions reduction, as part of the industry-wide TfS initiative and ICL’s effort to evaluate and reduce its Scope 3
emissions.
We
use ICL’s innovation-building internal accelerator program (called “BIG”) to promote our GHG reduction breakthroughs.
ICL’s Research, Development and Innovation (RDI) organization is establishing 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 and to meet future demands. In the short term, our RDI organization will use its existing infrastructure
to challenge internal and external partners to introduce solutions, such as advanced fertilizers that increase nutrient use efficiency
and reduce water consumption. For longer-term solutions, using our core RDI capabilities, we are developing products that address
market needs and megatrends. Our plant-based protein products as alternatives to meat-based options and Energy Storage Solutions (ESS)
to address electrification and renewable energy trends are two leading examples. Through our Open Innovation platform, we seek collaboration
with entrepreneurs, researchers, innovators, and startups to foster innovation in these areas. Another path is ICL Planet Startup Hub,
an innovation Food Tech and Agtech external accelerator we created to access startups with disruptive technology and help them scale up
and go to market using ICL’s knowledge, experience, and strengths.
Our
global finance teams are integrating 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 and support
proper decision-making processes, along with an increase in the transparency of our ESG performance with rigorous financial methodologies
and metrics. With the proper infrastructure in place, we have been able to take advantage of financial opportunities, such as the Sustainability
Linked Loan (SLL) that we secured in 2021.
Risk and Opportunities
Identified
Climate Change Risks and Opportunities
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 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 for GHG emissions reductions. 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 proposed in the “Knesset“- the Israeli house of representatives, to be implemented gradually
within the current decade if enacted. Other carbon mechanisms could come into play in the future.
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Additionally, under the European Green Deal, the EU recently adopted a Carbon Border Adjustment Mechanism
(CBAM) Regulation, which was created to stop carbon leakage from the EU (i.e., the risk that EU's carbon emissions reduction regulations
will be offset by increases in emissions in jurisdictions with less stringent regulations), and will apply to some of our operations. The
EU CBAM charge will phase in 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.
We
see an increase of regulatory disclosure requirements in the foreseeable future that will include climate risks and opportunities disclosures,
GHG emissions and other ESG metrics.
Consequently,
it is expected that in the short-medium term, ICL will need to purchase carbon allowances through the specific programs and/or incur additional
capital costs for energy and emission reduction measures. Similarly, carbon taxes could increase the costs of supplied materials and services
across the ICL value chain.
Physical
impacts related to Climate change may also have significant impacts on industries and the economy. These impacts may include extreme heat,
water availability and quality, changes to sea level and temperature, increases in the frequencies and intensities of storms and droughts,
as well as changes in the availability of natural resources, which could also result in damage to facilities or equipment. These physical
risks have the potential to financially disrupt operations, upstream raw material supply and downstream distribution. A few ICL’
facilities, including its Dead Sea facilities in Israel, are located in an area that has been impacted by floods in the past. Physical
risk can also occur when transport barges are unable to operate on key waterways. Such events have occurred along the Rhine River where
summer water levels have impeded the transport of raw materials. For further information, see “Item 3 - Key Information— D.
Risk Factors”.
Transition
related opportunities for our specialty businesses are illustrative of current and future opportunities created by ICL’s strategy
relating to climate change. As part of our strategy is to focus on our specialty products, and with standard RD timelines ranging
from 5-15 years, we have successfully responded to some of the transitional risks through our product portfolio. For example, a dedicated
global and multidisciplinary Energy Storage Solutions Unit has been created to focus on maximizing the opportunity of energy storage solutions
needed to support the renewable energy market. As a world-leading mineral producer, ICL has access to bromine, phosphates, and high purity
phosphoric acid for energy storage. ICL plans to build a lithium iron phosphate (LFP) cathode active material (CAM) manufacturing plant
in St. Louis. This is expected to be the first large-scale LFP material manufacturing plant in the United States. [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 consuming less meat. We believe our substitutes are versatile
and can replace animal protein. Recently, ICL Planet Startup Hub, ICL’s AgriFood innovation accelerator platform, invested in Arkeon
GmnH. Arkeon’s patented process harnesses carbon dioxide to make protein – using archaea, without genetic engineering. Archaea,
part of the microbiota of all organisms, naturally feeds on CO2
and transforms these environmental emissions into nutritious protein – meaning the process is not just sustainable, it is also regenerative.
Another example is ICL’s Fibagro Advance, our 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 with a low carbon footprint, replacing peat that is carbon
negative, allowing the discontinuation of peat mining.
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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. 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 the use phase, 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
principals.
To recognize the importance of research and development (RD) for our sector as of December 31, 2022,
we own approximately 770 granted patents in various countries, we describe our strategic research along with our development and innovation
activities as they relate to climate change in the RD section below.
Shaping Future
Strategy
The
ICL TCFD program is designed to complement and augment ICL’s existing climate strategy and associated risk management. ICL has applied
forward-looking scenario analysis to identify physical and transitional climate related risks and opportunities that could have a material
financial impact on its business over short (0-3 years), medium (3-10 years) and long (10+ years) term time frames.
The
Company is also evaluating other climate-related risks for future disclosure. These time horizons are representative of timelines associated
with our short-term climate-related targets, our medium-term 2030 commitments on emissions reduction and discussions for longer-term 2050
climate-related strategies.
During
2021, ICL initiated a high-level climate change scenario analysis to better understand the potential timing and materiality 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.
In
2022, we progressed further in our efforts to better understand the potential impact of climate-related risks and opportunities on the
Company as well as to further embed TCFD recommendations into our public disclosure. We reviewed and updated the ‘top-down’
approach undertaken in our first year in line with our approach to assess risks and opportunities. We introduced 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 Risk Management section below.
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The
following timeframes and scenarios were used in the assessment:
| • |
Physical risks: 2030 and
2050, using the Intergovernmental Panel on Climate Change (IPCC) Representative Concentration Pathway (RCP) 2.6 (low carbon scenario)
and 8.5 (high carbon scenario/business as usual). |
| • |
Transition risks and opportunities:
2025, 2030, 2040 and 2050, using the two scenarios ‘Stated Policies Scenario (STEPS)’ and ‘Sustainable Development
Scenario (SDS)’ developed by the International Energy Agency (IEA). Additional scenario data was obtained from equivalent scenarios
to STEPS/SDS. The IEA scenarios use carbon prices as an input into their modeling. For example, STEPS takes into consideration existing
or planned carbon pricing schemes and SDS assumes that pricing is established in all advanced economies. Additional scenarios by the Network
for Greening the Financial System (NGFS) were applied. |
The
outputs derived from this process resulted in a set of potentially material financial physical risks (Table 1 below) and transition risks
and opportunities (Table 2 below).
Physical Risks:
In
2021 we conducted a preliminary high-level risk and scenario analysis focusing on physical risks aligned with TCFD recommendations. More
detailed analysis was conducted in 2022 using a bottom-up risk assessment approach that covered most of ICL’s production sites globally.
The
bottom-up assessment covered 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 - IPPC RCP
8.5.
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Table
1 identifies potential physical risks that may affect regions in which we operate, including extreme heat, water stress, watercourse and
rainfall flooding and drought in the long term. 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.
Table
1: Physical risks by region under current Baseline (short-term) and RCP 8.5 (2030 and 2050) scenarios
|
Location |
Acute / Chronic |
Type of risk |
Base Line |
Medium-term- 2030 |
Long-term - 2050 |
|
Scoring at Group Level |
|||||
|
Israel |
Acute |
watercourse rainfall flooding. |
[Low] |
[High] |
[High] |
|
Chronic |
Water stress |
[Low] |
[Low] |
[Mid - High] | |
|
Chronic |
Extreme Heat |
[Low - Mid] |
[Mid] |
[High] | |
|
China |
Acute |
watercourse rainfall flooding. |
[Low] |
[Low] |
[Low] |
|
Chronic |
Water stress |
[Low] |
[Low] |
[Low] | |
|
Chronic |
Extreme Heat |
[Low] |
[Low] |
[Low] | |
|
Europe |
Acute |
watercourse rainfall flooding. |
[Low] |
[Low] |
[Low] |
|
Chronic |
Water stress |
[Low] |
[Low] |
[Low] | |
|
Chronic |
Extreme Heat |
[Low] |
[Low] |
[Low] | |
|
North America |
Acute |
watercourse rainfall flooding. |
[Low] |
[Low - Mid] |
[Low - Mid] |
|
Chronic |
Water stress |
[Low] |
[Low] |
[Low] | |
|
Chronic |
Extreme Heat |
[Low] |
[Low] |
[Low] | |
|
South America |
Acute |
watercourse rainfall flooding. |
[Low] |
[Low] |
[Low] |
|
Chronic |
Water stress |
[Low] |
[Low] |
[Low] | |
|
Chronic |
Extreme Heat |
[Low] |
[Low] |
[Low] | |
We
applied watercourse and rainfall flooding 1-100 and 1-1000 flood scenarios. The
impact only materialized in the 1-1000 scenario.
Water
stress in Israel is mitigated due to the development of non-conventional water sources by the Israeli government, such as treated wastewater
and desalination. As a result, water production capacity in Israel exceeds demand, reducing potable water scarcity and water stress risks
in the country.
Mitigation
measures currently adopted by ICL at various sites include but are not limited to, flood management plans, cooling systems and extreme
heat management work protocols, insurance-based solutions (e.g., acute events), emergency response plans, and improved ventilation measures.
However,
it is to be noted that the physical risks in Table 1 do not yet consider those that may arise in the value chain, and which may affect
future demand for products or the availability of supplies.
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Transition
Risks and Opportunities:
As
economies transition towards a low carbon economy, a range of new opportunities and risks are expected to increasingly impact markets
in the form of emission quotas and trading mechanisms, taxes and border taxes on carbon emissions and product carbon footprints, climate-related
mitigation and reputational risks, competition from new low-carbon technologies and emphasis on operational and logistical efficiencies.
Together, these are considered transition risks and opportunities. In 2021, an initial assessment of these risks and opportunities was
conducted, followed by a more detailed analysis in 2022 that reviewed all ICL business segments. The process incorporated exploring potential
transition risks and opportunities for the various business segments. Most notably, our analysis included major market trends and potential
technological challenges and opportunities in the foreseeable future. Our emphasis on product development and investment in innovative,
advanced technologies positions ICL to remain competitive throughout the transition period, with expectations to enhance and benefit from
current strengths in the areas of energy storage for renewable sources, electric mobility, alternative proteins, high-efficiency specialty
fertilizers and low carbon products across our portfolio.
Under plausible scenario modeling, potentially material transition risks and opportunities in the short-medium-
and long-term have been identified and are presented in Table 2.
Table 2: Examples of climate-related transition risks and opportunities for ICL.
|
Transition Risks | |
|
Policy and Legal
• Exposure
to carbon trading schemes, cross-border tax mechanisms and carbon taxes on energy and supplies (see “carbon pricing”)[Short-medium]
|
Reputation
• Increased
stakeholder concerns and activism regarding operational and product-related environmental performance [Short-medium] |
|
Technology
• Increasing
requirements to invest in renewable electricity generation, storage and purchasing, due to external policies and internal targets. [Medium]
• Increased
investment in site operational improvements, such as energy efficiencies and optimization of production processes. [Short-medium]
|
Markets
• Reduced
demand for ICL products used in the fossil fuel industry [Medium-Long]
• Decrease
in market demand for products with high carbon footprints [Medium-Long]
• Increase
in temperature and volatile precipitation, which can impact growing conditions and crop mix or disrupt fieldwork during the planting and
growing seasons, may cause reduced demand for commodity fertilizers, in benefit of specialty fertilizers [Medium] |
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|
Climate-Related Opportunities
| |
|
Markets [Increase revenue]
• Increased
demand for energy storage solutions (including LFP batteries)
• Increased
demand for enhanced efficiency fertilizers
• Increased
demand for low carbon products
• Increased
market demand for meat/dairy substitutes
• Increased
demand for flame retardants in various market segments due to higher global temperatures and electric mobility
• Increased
demand for renewable energy applications (PV and fuel cells) requiring photovoltaic grade phosphoric acid
|
Products and Services [Increase revenue and portfolio value]
• ICL
is increasing focus on energy storage solutions, including bromine, phosphates, and high purity phosphoric acid for energy storage
• ICL’s
products offerings include climate-resilient fertilizers and low carbon fertilizers
• ICL
product offerings include specialty fertilizers and other products that contribute to use-phase efficiencies
• ICL
is developing its alternative proteins portfolio |
|
Resource Efficiency Energy Source [Reduce operating
cost]
• Sourcing
renewable energy
• Increase
in renewable energy generation leading to a reduction in emissions and operating costs
• Increased
electrification of industrial processes leading to a reduction in emissions and operating costs
• ICL’s
dedicated program for operational excellence and resource efficiency
• Adding
state of the art technology and upgrading processes to collect, analyze and manage GHG data from all operations
• Green
hydrogen production in primary location [Long -term] |
Resilience [increased liquidity, strengthening portfolio]
• Investment
into RD for low-carbon fertilizers, as well as meat and dairy substitutes
• Strengthening
our offerings of specialty fertilizers which include low-carbon products, as well as products based on circular economy and products aligned
with life cycle regulation
• Access
to “Green Financing” opportunities
•
Investment in high potential energy storage
solutions (ESS) |
ICL
acknowledges that the application of a scenario analysis to climate related risk is a relatively new and rapidly evolving subject. As
part of our TCFD program, we continue to enhance our analysis capabilities to reflect developments in modeling, policy, emission pathways
and wider stakeholder expectations. The outputs from further scenario analysis work, including carbon price trajectories, will be used
to enhance ICL’s existing business planning processes and informing strategy. They will also be used as an engagement tool to strengthen
the understanding of climate related risks and opportunities within the Company. ICL will continue to integrate climate-related issues
into its regular financial processes.
Risk
Management
The
impact of climate change is being recognized throughout ICL main processes, and we are aligning our responses and actions to meet. the
accelerating pace of climate change. As part of this recognition, ICL has embedded climate-risk assessment into global ERM procedures.
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Identifying
and assessing climate-related risks
ICL
has a process in place to identify risks, areas of impacts, 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 the 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-benchmark and external information on material risks to the industry. This
also included implementation of financial stress-tests models on multiple climate scenarios to evaluate potential financial impact. 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.
New
risks can arise as a result of change within the organization or the occurrence of external factors. All employees and managers are responsible
to contribute to identifying new and emerging risks as soon as practicable, while reporting and escalation will be accomplished according
to the ERM framework. In addition, the Company executes an enterprise risk assessment in order to identify new corporate level and business
segment level risks at least every few years and updates 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 the Company’s response to mitigate a risk at 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)Risk treatment action 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 will also be developed for Tier 2 risks.
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 will be monitored 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
staffing and training practices work as intended. It ensures that managers at all levels are active participants in the risk management
process. ICL will update the Enterprise Risk Management Framework Policy annually. The updated policy will be approved by the Risk-Management
(RM) Committee and the BoD Audit Committee. Changes in the policy are reviewed as part of an annual update. As part of that update, the
Committees examine the effectiveness and quality of policy implementation and summarize the challenges and improvements required for the
policy practice.
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Integrating
climate-risk into overall risk management
ICL
has a formal and uniform Enterprise Risk Management (ERM) policy and procedures that follow the COSO risk management methodology, 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 into its formal ERM processes, including into its risk governance structure and in various categories
under the ICL Risk Universe. Physical risks have been integrated on all risk levels. In 2022, transition risks were assessed at the corporate
and segment levels.
Metrics
and Targets
Metrics
ICL
has committed to reducing annual Scope 1 and 2 GHG emissions by 30% by 2030, compared to the emissions of the 2018 baseline year. ICL’s
2022 Scope 1 2 emissions are 18.1% lower than 2018 emissions, on course to meet the 2030 target successfully.
The
GHG emissions reported below include all direct (“Scope 1”) and indirect energy-related (“Scope 2”) emissions
of the primary known greenhouse gasses, including: CO2,
CH4, N2O
and HFCs/HCFCs and SF6. During previous years reported,
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 purchased electricity, steam, heating and cooling.
The
table below presents ICL’s greenhouse gas emissions for the years 2022, 2021 and 2018 (the baseline year). ICL has followed the
Greenhouse Gas Protocol's Corporate Accounting and Reporting Standard (2004) and Scope 2 Guidance (2015), utilizing the operational control
to set organizational boundaries, in addition to ISO 14064 standard methodologies. An independent assurance process was performed by an
external expert, which included verification and validation in accordance with the ISO 14064-3 standard for greenhouse gas statements.
Scope 1
2 GHG emissions
|
Year 2022 (2)
|
2021 |
Year 2018 (1)
|
2022 VS 2018 | ||
|
Scope 1 |
Tonnes CO2e
(thousands) |
2,126 |
2,158 |
2,220 |
(4.2%) |
|
Scope 2
Market-based |
Tonnes CO2e
(thousands) |
281 |
380 |
720 |
(61%) |
|
Total scope 1+2 GHG emission |
Tonnes CO2e
(thousands) |
2,407 |
2,538 |
2,940 |
(18.1%) |
| (1) |
2018 is the baseline year for ICL’s decarbonization roadmap.
|
| (2) |
On a “same site basis” (excluding facilities acquired
in Brazil during 2021), 2022 Scope 1 and Scope 2 (market-based) emissions were 2,107 and 281 thousand tonnes CO2e, respectively.
|
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*Greenhouse
Gas Emissions - Scope 1 and 2 emissions, in thousands of CO2e tonnes.
An 18.1% reduction in emissions was achieved over the period 2018 to 2022 through multiple actions, including
the commissioning of a the Sodom CHP (Combined Heat and Power) plant, energy efficiency measures and utilization of waste heat in several
facilities globally, decommissioning of fossil fuel-based facilities, such as the PAMA oil shale power plant in Israel and procurement
of renewable energy in Brazil, China, Europe, Israel and the US. Sodom CHP now 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,
both for steam production as well as electricity.
ICL
is in the process of evaluating its Scope 3 emissions in accordance with current best practices while implementing state-of-the-art data
management systems in response to growing expectations of regulatory bodies, investors and customers with regard to Scope 3 emissions
in future disclosures.
RDI
ICL
RDI 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) and climate action (SDG 13) have come into focus.
ICL Open Innovation efforts focus on partnering with entrepreneurs, startups, and researchers to develop next-generation fertilizers for
advanced crop nutrition in response to climate change. Areas of focus include increasing nutrient efficiency, reducing energy intensity
of production and developing sustainable delivery systems. Additionally, we are investing in new applications, such as alternative proteins
and energy storage solutions.
ICL continues to invest in research and development activities to meet many of the challenges posed by
climate change, and, as of December 31, 2022, owns approximately 770 granted patents, some of which are a response to climate change.
Examples of the RD that ICL is currently engaged in include:
| • |
The development of “next generation fertilization” to
promote nutrient use efficiency, biodegradable coatings, nutrient sensing, growth enhancers, nitrogen fixation and soil health.
|
| • |
Food technology developments in food texture improvement, stabilization,
sodium reduction, shelf-life extension and the development of alternative, plant-based proteins, including meat substitutes. |
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| • |
Sustainability focused development of energy storage solutions,
including battery materials, hydrogen carriers for fuel cells, urban mining, and lithium battery recycling. |
| • |
The development of novel materials, including flame retardants,
paints coatings additives, and biocides. |
| • |
Circular economy initiatives, including developments of waste-to-product
solutions, waste recycling and efficiency improvement. |
| • |
ICL’s Industry 4.0 program, develops IOT concepts in manufacturing,
safety and environment, machine learning, and artificial intelligence for manufacturing optimization and product development. |
| • |
ICL’s Digital Agriculture Suite, which aims to leverage ICL’s
digital platforms and data-driven solutions to create an agro-professional community, enabling the sharing of information and knowledge
between growers and agro-professionals, retailers, academia, and food producers to extract the most value from agriculture. In 2022, ICL
launched ICLeaf, a revolutionary diagnostics tool that will provide farmers with a personal prescription for maximizing yields. The tool
measures 10 different elements in a leaf sample and then delivers accurate, real-time feedback, including a recommendation regarding nutrient
use. |
| • |
ICL Planet Startup Hub has made 4 strategic investments in the last
two years, enabling access to new technologies we intend to use to develop and commercialize products and solutions. |
| - |
Plantible and Protera for next-generation functional proteins for
plant-based protein products. |
| - |
Lavie Bio in the area of microbial fertilizers. |
| - |
Arkeon for functional, carbon-negative ingredients for food.
|
| • |
In 2022, we developed a data-driven Impact and evidence assessment
tool for all RDI 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. |
Targets
In
2020, ICL established a decarbonization roadmap to achieve net zero GHG emissions by 2050. The near-term milestone is to reduce Scope
1 and 2 GHG emissions by 30% until 2030, when compared to its 2018 emissions baseline. ICL achieved support of the global effort initiated
by the Paris Agreement to reduce GHG emissions.
ICL’s
Board of Directors approved to submit a declaration to the SBTi organization, where the Company will commit to set a decarbonization plan
in accordance with the criteria and process of the SBTi. The initiative drives ambitious climate action in the private sector by enabling
organizations to set science-based emissions reduction targets. Following the declaration, we intend to complete the processes to submit
our decarbonization plan within the required time frame to the SBTi for their 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 ICL’s Sodom facility to supply ICL’s facilities in Israel, replacing older oil-fired power generation systems.
|
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| • |
Transitioning to the procurement of renewably generated electricity
across all ICL sites, starting with the procurement of renewable electricity for ICL sites in Europe. In 2022, we expanded this initiative
to include our sites in the US, as well as renewable electricity for sites in Israel and in China. |
| • |
Decommissioning its oil shale-based power generation at Rotem (Israel),
in favor of a more efficient gas-fired power plant with significantly lower GHG emissions. |
| • |
Recovery of heat from various chemical reactions to produce zero
emission power for utilization by ICL sites. |
Other
measures in the Decarbonization Roadmap for future implementation include:
| • |
Improved measurement of GHG emissions, including increasing the
accessibility to site-level carbon metrics and analytics for ICL’s 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 ICL’s 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. |
| • |
Planning to install solar photovoltaic (solar PV) electricity generation
systems in all available and appropriate areas within the operational boundaries of ICL sites in Israel, Spain, Germany and other countries.
|
| • |
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. |
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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 the Global Procurement Organization (GPO), Operational Excellence unit and Sustainability unit.
In
recent years, we have invested in transitioning to renewable energy (externally supplied electricity) for most of the electricity consumed
at our European sites. In 2022, this approach was successfully rolled out to the US and Brazil and initiated in Israel and China. ICL’s
energy mix in Brazil, Europe and the US includes more than 95% electricity from renewable energy, which significantly reduced our Scope
2 emissions. We will continue to deepen our approach as the markets for on-site renewable energy, long-term power purchase agreements
and other supply mechanisms continue to mature.
In
addition, we conducted several feasibility studies across Europe and Israel during 2021 to identify which of our site assets are suitable
for Photo-Voltaic (PV) installations, and in 2022, we expanded our assessment also to our North American operations. Our other main sites
- predominantly in Brazil and China-will be assessed in 2023. Broad implementation of PV in Israel is hindered by statutory challenges,
however, there are certain projects that have been approved, and construction has commenced.
In the long-term, we are looking to implement projects that are compatible with our 2050 net zero goal.
As we expect these types of projects to include major infrastructure challenges, we are initiating them now. One of the major projects
that we are currently launching is a PV plant combined with advanced storage solutions and green hydrogen production at our Sodom site.
Green hydrogen is defined as hydrogen produced by hydrolysis of water into hydrogen and oxygen using renewable electricity. The project
is currently undergoing techno-financial analysis.
Natural
Gas
Over
the past decade, we made a strategic transition to replace heavy fossil fuels (fuel oil, kerosene, diesel and shale oil) to power our
largest production plants in Israel with natural gas (NG) The transition is nearly complete. In 2021, Rotem Israel ceased extracting shale
oil minerals and commenced the construction of a new natural gas-based steam boiler, which commenced operations in 2022, thus leading
to a reduction in our emissions of GHG (and other pollutants) at Rotem Israel. The transition to NG has also significantly reduced our
emission of air pollutants (such as NOx and PM) in the areas surrounding our sites.
For
more information regarding our natural gas agreements, see Note 18 to our Audited Financial Statements and "Item 3 – Key Information
- D. Risk Factors".
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Group Limited 105
The
European Energy Efficiency Directive (EED)
In July 2021, the European Commission published a proposal to recast the EU Directive on Energy Efficiency,
aimed at further stimulating efforts to promote energy efficiency and achieve energy savings, in the battle against climate change. This
initiative forms part of the EU’s package of measures aimed at reducing net greenhouse gas emissions by at least 55% by 2030, with
an ultimate objective of becoming climate neutral by 2050. Currently, the EED requires an 0.8% per year energy efficiency improvement
by the end of 2023. As part of the REPowerEU plan (May 2022) to address the ongoing energy crisis, the Commission proposed a targeted
EED amendment, requiring additional 13% of energy savings by 2030.
We
expect that each EU Member State (MS) will develop its own response to the REPowerEU’s changes to the EED, and the Company will
develop plans and strategies to comply with these requirements for all its European operations going forward, including considering the
acceleration of the transition to renewable energy sources.
Air
Quality
Reducing
air emissions is a central goal of our environmental strategy. We are taking steps to reduce air emissions by implementing emission prevention
solutions and switching to cleaner fuels. Our sites regularly monitor their emissions of pollutants to better manage our operations.
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, prevent and reduce air pollution by implementing both prohibitions and obligations, and protect the health and quality of
life of human beings 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 the regulatory principles currently in place in the European Union (EU), specifically the principles
of the IED (The Industrial Emissions Directive) adopted by the EU.
Our
plants in Israel that fall under the definition of Emission Source Subject to Licensing Requirements have received air emission permits.
In the event of deviations from the emission permits’ conditions, we could be subject to administrative enforcement measures, as
well as to criminal liability. Certain restrictions on our operations and significant capital investments may therefore be imposed on
our Company. In order to comply with the emissions permits granted under the Law, we have made significant investments, and will continue
to do so as necessary. As a result, some of ICL’s air emissions have decreased considerably.
| • |
DSW and DSM will implement major dust reduction projects over the
next few years, some of which have already been initiated. Our other production sites in Israel will also increase their efforts to reduce
particle emissions. |
| • |
In 2021, the Company's emission permit at
Rotem Israel was renewed until September 2023. The permit reflects an updated outline of requirements by the Israeli Ministry of Environmental
Protection (MoEP). Postponement in the execution of a limited number of projects was granted within the framework of an administrative
order under Section 45 of the Law. For further information, see Note 18 to our Audited Financial Statements. |
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Group Limited 106
| • |
Rotem Israel is striving to implement the requirements of the permit
through a multi-year plan that includes several significant emissions reduction projects. |
The Company is experiencing difficulties meeting the execution schedules of a limited number of projects,
and, accordingly, continues to work with the MoEP to find satisfactory solutions, while considering the uncertainty surrounding Rotem
Israel's activity as far as the implementation of long-term projects is concerned. For further information, see Note 18 to our Audited
Financial Statements.
Europe
In
Europe, emissions are regulated under the EU IED – Industrial Emission Directive, as well as regional and local regulations. Preventive
measures and Best Available Technology (BAT) are applied. These regulations are translated to national legislation. Emission limit values
for relevant substances are included as part of the authority's approval. Rules guarantee protection of air, soil and water. In addition,
relevant emissions control is carried out by authority inspection through 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.
Americas
Air
emissions in the Americas are managed through 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.
China
Air
emissions in China are regulated in accordance with the Law of the People's Republic of China on the Prevention and Control of Atmospheric
Pollution and the Regulations on the Management of Pollutant Discharge Permits.
| • |
SBCL – In January 2022, according to the guidance of local
authorities, following a bromine leakage on site, production was temporarily halted, and corrective actions were taken. In March 2022,
SBCL resumed production following approval by the authorities. |
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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 in the future across the globe. As water scarcity becomes a pressing global issue due to climate change and other
factors, we expect greater and stricter regulation of water consumption and wastewater quality. 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, most of our major production sites are located in Israel, which due to large investments,
achieved water supply security. The country, though located in a water stressed region, 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 already undertake various water conservation projects, including usage of brackish water and recycling treated wastewater.
We track the consumption of water at our facilities worldwide and promote the implementation of water efficiency projects.
On
the Board level oversight, our CSC Committee is responsible, among other things, for ICL’s water management.
On the executive management level oversight, the Potash Division’s President, 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.
Wastewater,
By-products, Waste Hazardous Waste
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 and take various steps to reduce waste or identify and maximize potential reuse and recycling of relevant
waste. Most of the waste is either directly treated by us or treated by external certified vendors.
Although
we strive to reduce the likelihood of wastewater leakages and unexpected hazardous materials or solid waste releases, we may not always
succeed in preventing such incidents from occurring due to various factors that are outside of our control. In the event of difficulties
in the reuse or disposal of waste generated in our facilities, interruptions or production stoppage may occur and significant costs may
be incurred. If we cannot properly mitigate and reduce the exposure, our operations may be adversely and materially affected.
For
further information, see “Item 3 - Key Information— D. Risk Factors“.
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Israel
Liquid
and solid waste, as well as other emissions, are regulated by multiple regulations.
Our plants in Israel implement waste monitoring and management measures. Each plant is required to inform the authorities on their amount
of waste and their 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,
and also partly by local authorities.
Pursuant
to the conditions set by the MoEP in their Toxins Permits, our 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 large open-air
depot in proximity to DSW’s site. The open-air depot's dimensions (height and area) are limited by statutory requirements. DSW is
examining alternatives for salt storage/treatment. |
| • |
Rotem Israel – The site is implementing a master plan for
wastewater treatment, with the principal goal of reducing effluent quantities. This will be accomplished by converting some effluents
into products, wastewater recycling, reducing water consumption, treatment/neutralization of wastewater and restoration of wastewater
ponds. The plan currently includes additional wastewater streams created by air emission purification processes, as required by the Israeli
Clean Air Law. |
As part of the treatment of liquid and solid waste, the site stores gypsum waste in ponds and piles. In
2021, a new Urban Building Plan was approved, the main objectives of which are to regulate areas for phosphogypsum storage reservoirs.
Regarding the gypsum waste ponds, the new plan allows the use of Pond 5, which has been operating since 2018, until the end of its operational
life, expected in 2024. The Company is working to obtain the necessary approvals for the reuse of Pond 4 to replace Pond 5 upon the end
of its operational life, in parallel with pursuing regulatory approvals to build Pond 6, as indicated in the approved new plan. In addition,
the Company completed the initial planning stage for construction and landscape restoration of gypsum Ponds 1 to 3 that were used by Rotem
Israel in the past. Regarding the gypsum waste piles, according to the regulatory requirements, future expansion of the storage piles
will need to be positioned on new protective infrastructure. Another requirement will be the establishment of restoration methodologies
for these large storage piles. Rotem Israel is experiencing difficulties meeting some of the requirements’ deadlines and is working
with the relevant parties to mitigate the gaps. Furthermore, Rotem Israel is striving to find alternative uses for the gypsum with external
industry partners. For further information, see Note 18 to our Audited Financial Statements.
| • |
Neot Hovav - Pursuant to the requirements of the MoEP, our Neot
Hovav site will be 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 this
waste is partly conducted through a combustion facility (Bromine Recovery Unit), which recovers hydro-bromine acid. Additional waste quantities
are sent to external designated treatment facilities. Our investment plan for waste treatment includes the establishment of a plasma treatment
system. Once the area is cleared, the Company will be required to conduct soil surveys. For further information, see Note 17 to our Audited
Financial Statements. |
| • |
ICL Periclase - The site is working to reduce remnant Magnesia waste
stored in a designated waste area, and to reuse it for the benefit of a circular economy. ICL Periclase is implementing a project that
uses magnesia powder, a non-hazardous material, to fill sinkholes in the Dead Sea region. The project is expected to be completed by the
end of 2023. |
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| • |
ICL Haifa (FC) – Treated wastewater of the site's facilities
flows into the Kishon River, according to a permit issued by the MoEP. To comply with the standards of treating wastewater, the site,
in coordination with the MoEP, has completed a project to channel the treated wastewater underground. |
Following
laboratory tests that were performed at the site, the MoEP raised a concern regarding local underground water pollution. Therefore, ICL
Haifa installed above ground containers for collecting runoff water. The water is then treated at the site’s WWTP.
The
production process of phosphoric acid produced in the 1990’s at a site which has since been shut down has created a by-product in
the form of a gypsum pile which is stored at the site. The Company is working in coordination with the MoEP, and taking the necessary
actions, according to regulatory requirements, including the Toxins Permit issued to the site.
Europe
Liquid
and solid waste and emissions are regulated under the European IED – Industrial Emission Directive. The Company implements waste
monitoring and other management measures. We are obligated to inform the authorities of the results. Wastewater regulations, including
effluent limits, are regulated by states and partly by communities. We are subject to provisions regarding the avoidance of pollution
and conditions for assessing compliance with emission limit values.
Wastewater
is partly pre-treated and sent to municipalities and third parties for final treatment, before discharge, or at levels that can be discharged
to surface waters without treatment. Production processes, in general, do not generate significant volumes of direct solid waste. If solid
waste must be disposed, we strive for treatment in accordance with relevant European requirements.
| • |
ICL Iberia - A multi-year program is underway to restore large salt
piles, while paying close attention to the issue of wastewater drainage and sludge treatment. In April 2021, the Company signed an agreement
with the ACA, Catalan Water Agency, for the construction and operation of a new collector infrastructure. The new collector is required
for the removal of brine water that will be used for restoration, as well as for 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 permitted
according to 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 since been reduced considerably. |
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 wastes are regulated by the Environmental Protection Agency’s (EPA) Resource Conservation and Recovery Act. 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 that of 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 - Effective January 2023, the site entered
a Consent Order with the West Virginia Division of Environmental Protection regarding water discharge. Pursuant to the Order, ICL submitted
a proposed plan and milestone schedule for completion of an additional project by the end of 2023 that has been designed to assure compliance
with WV/NPDES Water Pollution Control Permit No. WV0002496 (the “Permit”). |
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China
According
to the Law of the People's Republic of China on 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.
| • |
YPH: All wastewater at YPH, after physical or chemical treatment,
is reused in the production system with zero discharge. |
Ecological
Impact
We
manage our mineral extraction sites according to local regulations and depend on concessions that are granted to us. Our broad and varied
operations cover the entire lifecycle of our products, from the initial production of raw materials through manufacture of the final product.
This is becoming more challenging as the population grows in proximity to our sites. To try to minimize any unexpected disturbances by
our facilities of their surrounding communities, we have increased our efforts to take precautions and safety measures in our activities,
especially those which involve hazardous materials.
We
aim to minimize the ecological impact of both our mining and production activities, beginning at the initial stage of planning through
the implementation of recommendations and finally by monitoring and minimizing their impact. We continuously implement relevant operational
methodologies and necessary technologies aimed to 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 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 levels over the years has required ICL to reposition its pumping
station northwards in order to enable continued operations in the Dead Sea region, which also enables the existence of tourism infrastructure.
The P-9 pumping station and feeder canal crossing the Tze’elim stream were constructed in order 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. ICL periodically reviews field data and makes adjustments in accordance with the findings.
In June 2022, an unexpected flow of brine was discovered above the ground at the outskirts of the alluvial fan area which, according to
initial tests 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 is continuously acting to rectify any resultant environmental impact to the extent required, including,
at the request of the Israeli Nature and Parks Authority, implementing a project that involves the installation of sealing sheets over
an approximately 2km long section of the 15km feeder canal in the area of the fan (hereinafter - the Project) which is expected to be
completed in the upcoming months. The intermediary actions that have been carried out by the Company to prevent an increased flow of salinity
to the surface have been found to be effective and provide stability until the project is completed. For further information, see “Item
4 – Information on the company — D. Property, Plant and Equipment — Mineral Extraction and Mining Operations- Dead Sea”.
|
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| • |
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. |
| • |
Rotem Israel - In 2017, Rotem experienced an environmental incident
in which acidic phosphogypsum liquid was released into the surrounding environment, including a nature reserve and the nearby Ashalim
Creek (Nahal Ashalim), as a result of a breach in its Number 3 detainment pond. Following the incident, the Israel Nature and Parks Authority
(INPA) closed the nature reserve to the public and several certifications of claims as class actions were later filed against the Company.
We took extensive actions to restore the creek to its prior state, in full cooperation with the relevant authorities and in June 2020,
the Ashalim Creek was reopened for hikers following the satisfactory results of a risk assessment completed in late 2019. To the best
of our knowledge, a criminal investigation of the event is still pending. |
In
December 2022, following a mediation process between Rotem Israel and the INPA, as well as all other applicants, a settlement agreement
was signed between the parties. For further information, see Note 18 to our Audited Financial Statements.
Rotem
Israel is in a process of remediating its gypsum ponds according to an approved engineering remediation plan, which was based on the ‘Florida
Standard’. After reaching an agreement with the authorities regarding the landscape restoration, the Company is in the process of
issuing a building permit.
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.
Part
of the environmental challenges Rotem Israel faces, and handles include environmental class actions against the Company that also pertain
to environmental damages originating in the period that the Company was owned by the Israeli government, prior to its privatization.
| • |
ICL RD Beer Sheva - A soil survey was conducted, the initial
results of which point to small amounts of contamination. ICL will act in accordance with the survey's findings and related MoEP guidelines.
|
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| • |
lCL Periclase - In 2021, brine, a non-hazardous substance, leaked
from a ruptured pipeline in a nature reserve. No significant damage was recorded, and we have concluded the remediation of the area in
coordination with Israel’s Nature and Parks Authority. In the first half of 2023, 3 kilometers of pipelines will be replaced. We
are looking at advanced technology to test pipeline integrity in order to prevent future occurrences. |
| • |
ICL’s new acquisitions in Brazil - Soil surveys were conducted
at the sites and initial results show some immaterial historical soil and groundwater contamination. ICL will act in accordance with the
surveys’ final findings and related regulatory guidelines. |
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 includes 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 migratory birds. Today, due to changes in the land’s use to 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, initially created
as a result of ICL Dead Sea’s excavation activities, has become a salt flat substitute. The lake was created from a rise in groundwater
in the excavated area. Over the past few years, the lake has had relatively good water quality year-round. We have started monitoring
the lake using sensors to continuously measure its water quality. Vegetation was planted in a stable water environment. The lake is now
used as a resting spot for migrating birds and as a nesting site for a wide range of species. |
| • |
Rotem Israel - Since 2016, Rotem Israel has been participating in
academic cooperative research with Ben Gurion University of the Negev which examines 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. This year, following the initial research results, as part of the rehabilitation
process, we are creating micro-topography to diversify the landscape. We also collected seeds from the field to create a seed bank in
order, to contribute to the rehabilitation and recovery of vegetation in reclaimed areas. |
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| • |
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 substances used at our facilities across the world (such as raw materials, etc.) are hazardous substances, as well as some materials
found in our finished products. These substances require government approvals and registration which
are secured and maintained. Relevant safety measures and procedures for storage, use and handling are also implemented and maintained.
In addition, measures are taken to reduce the likelihood of releases of hazardous materials by way of supplier, transporter and vendor
qualification, as well as by training employees, contractors and vendors on the proper handling of these materials. Measures are also
taken to reduce the likelihood and the potential severity of incidents in the event of exposure to hazardous materials. This includes
risk assessment, training, personal protective equipment (PPEs) and other relevant mitigation measures for employees and contractors.
We prepare for hazardous material incidents by means of training emergency teams and acquiring appropriate equipment for dealing with
these types of events.
In
Israel, we produce, store, transport and use materials that are defined as hazardous materials according to the Israeli Hazardous Substances
Law, 1993. Handling such substances requires a special permit for hazardous material from the MoEP ("Toxins Permit") that is renewed annually.
All our Israeli sites have a Toxins Permit, and they operate according to the special conditions defined in these permits. In Europe,
all requirements based on the GHS (Globally Harmonized System of Classification, Labeling and Packaging of Chemicals) are acquired and
maintained.
Limitation
Regulation and Registration of our Products
As a global specialty minerals company, we are subject to multiple rules and regulations in terms of product
safety. We ensure that the substances we produce, and sell, are handled in accordance with all such rules and regulations throughout their
life cycle. These rules and regulations, among other things, impose limitations on the use of specific substances and products, require
us to register and label some of our products. We continuously monitor these rules and regulations and take the necessary operational
measures to ensure that we remain in material compliance with them. For further information, see “Item 3 - Key Information—
D. Risk Factors".
New
European Fertilizer Product Regulation
One
of the future regulatory changes that has an impact on our products is the new European Fertilizing Product Regulation (FPR, formerly
known as NFR), which was published in 2019, and entered in to force on July 2022. 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 focus area 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 until July 2026, for continued sale of controlled release fertilizers. We are actively
undertaking steps to adjust to these new regulations for all relevant products. ICL is already offering a controlled release fertilizer
(CRF) coating for urea, which biodegrades more rapidly, and was specifically designed to meet future European fertilizer standards.
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New
Chinese Polysulphate standard
A
new industry standard for Polysulphate (as a fertilizer) was recently published in China. We are examining how this new standard may affect
the supply of Polysulphate to the Chinese market and the options to meet its requirements.
Chemicals Regulation
and Registration
Europe
and UK
The
EU has established one of the most comprehensive chemical regulatory frameworks in the world known as REACH, a regulation setting up 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, UK REACH.
All
ICL segments have implemented REACH and are registering their chemicals as required by law. We have registered all chemicals relevant
to our businesses in the EU (production and import) as of the date of this Annual Report.
A
number of ICL substances are under REACH evaluation. 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,
ICL and its 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".
| • |
Additional specific products of the Industrial Products segment
are in the process of evaluation under REACH. For some products, there are draft or final decisions by ECHA to perform additional studies,
a process that will take a few years until evaluations are completed. Other products are in the process of evaluation under the Biocides
Products Regulation (BPR). |
| • |
The European Ecodesign E-Display regulation,
published by the European Commission in December 2019, bans the use of halogenated flame retardants in electronic display enclosures.
The regulation has been in force since March 2021. ICL is closely monitoring future developments and is proactively engaged in innovative
chemical design, informative chemical selection tools and end of life solutions to respond to these challenges. |
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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 CSS strives for a toxic-free environment, in which chemicals are manufactured and used in a way that maximizes their societal contribution,
but avoid causing harm to the environment or the population, now and in the future. 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.
We
are carefully monitoring developments related to CSS, in order to be prepared for upcoming regulatory requirements which may affect some
of our products.
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. Under TSCA, certain substances are prioritized by the EPA for its risk assessment. The EPA publishes projected
timelines for prioritized substances and the respective risk evaluation process. Some ICL products, such as TBBA, are under the TSCA evaluation.
We are engaged in collaborative industry consortiums that are responding to EPA reviews, which might entail regulatory decisions on restrictions.
The Washington State Department of Ecology has proposed regulations that will restrict the use of all halogenated
flame retardants in consumer electronic casings. Through NAFRA we are monitoring and responding to US state and regulatory processes that
may impact the use of our flame retardant chemicals. As such we engage with many OEMs and trade associations to reinforce our value
proposition and to create a collective response.
Our efforts have produced notable exemptions for automotive, aerospace, outdoor goods, appliances, and
spare parts. The proposed regulation has been elevated at the WTO, and Korea, China and Japan plan to oppose such regulation.
Canada
Under
our NAFRA banner we have rallied many important OEMs, trade ministries and the public to oppose ECCC's proposed market restrictions
on DecaEthane. The marketplace has voiced strong opposition to the proposed rule even though it contains lengthy compliance timelines
for the automotive, aerospace, and consumer goods industries. The proposed regulation has received notable market pushback and will
be contested at the WTO by Japan, Korea, the US and other countries. The Canadian government has taken note and has delayed any final
decisions till 2024.
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.
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In
January 2019, amendments to South Korea's version of REACH (known as K-REACH) came into force. We completed, on time, the notification
process under K-REACH, which is a prerequisite for the full registration (pre-registration phase), allowing us to continue selling in
South Korea during the transition period, prior to the registration. ICL is working in accordance with the plan established for the registration
of its products, which is in line with the deadlines defined by the regulation.
In
June 2017, Turkey published its version of REACH, called the KKDIK Regulation. According to the KKDIK Regulation, chemicals, in excess
of one ton per year, that are imported and/or manufactured in Turkey, needed to be reported by December 31, 2020, followed by subsequent
full registrations by December 31, 2023. The Company’s Turkish representative notified the Turkish authorities regarding its relevant
substances in a timely manner.
Eurasia
REACH requires companies that manufacture or import substances and mixtures into EAEU (Eurasian Economic Union) countries (Russia, Armenia,
Belarus, Kazakhstan and Kyrgyzstan), in any amounts, to register these substances and mixtures. Although the requirement to notify of
any such substances is on a voluntary basis, it is important for us to participate in this process, in order to ensure that our relevant
substances will be listed in the EAEU repository. We are participating in the inventory build-up process and have submitted relevant substances
for inclusion by the Russian authorities.
Israel
Following
Israel's acceptance to 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. The MoEP proposed that the law will enter into force
on March 1, 2023, but it will give manufacturers and importers until September 1, 2024, to register chemicals. ICL is actively involved,
via the Israel Manufacturers Association, in providing inputs regarding the proposed law. Once this new regulation enters into force,
it is expected that it will have an impact on ICL, importers and manufacturers in Israel, including additional costs and complex administrative
processes.
Industry
associations
ICL
is an actively involved member of a number of industry associations in order to safeguard our products. The most important
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.
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 are in compliance with Responsible Care and Sustainability programs.
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Food
Grade Products Regulations
ICL
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. Specific legal requirements are established through numerous regulations, such as Regulation (EC) No 1333/2008 on
Food Additives and Regulation 231/2012 on Specifications on Food Additives in the EU, and the Food Chemical Codex in the US. In China,
regulation of food grade acid is GB 1886.304-2020. JECFA monographs for CODEX Alimentarius. Novel food regulation 2015/2283 in the
EU relates to alternative proteins and more.
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 ICL and we introduce
appropriate adjustments to our product portfolio as needed, in accordance with the revised requirements.
At
ICL, all food grade products are produced in certified plants for food production – ISO2200 and/or FSSC22000 and/or HACCP in addition
to quality standard ISO 9001. Therefore, all food plants implement quality and food safety systems that are monitored by internal and
external audits. Furthermore, a risk management is performed annually to identify risks and means to mitigate those risks. In any case
of deviation, the relevant authorities are involved and the Company takes the necessary steps to resolve the issue according to Company
Standard Operation Procedures (SOPs). For further information, see “Item 3 - Key Information— D. Risk Factors".
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Business
Licenses and other permits
In
the ordinary course of our Company’s business activities, we hold business licenses, permits and governmental approvals that are
related to environmental, health and safety, and that are 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 in order to continue our current or future operations
throughout the world. ICL strives to comply with the terms and conditions set forth in its business licenses and permits, as applicable,
and in the event of any non-compliance, ICL acts to amend in full coordination with the relevant agencies.
In
2020, our ICL Terneuzen (IPT) site applied to renew its environmental permit. The application was addressed by the relevant local authorities,
and several environmental requirements, including air emissions and wastewater treatment, which will require investments over the next
several years, were imposed on IPT. Our current permit is valid until the new permit is obtained. Local environmental authorities have
updated the SVHC list, and for the materials listed adaptations will be required. IPT continues to work together with the Dutch environmental
authorities to close any relevant gaps, as identified in a gap analysis conducted in 2021. For further information, see “Item 3
- Key Information— D. Risk Factors.”
Cybersecurity
Our
Global IT team handles the operational cybersecurity policies and measures regarding the Group’s global infrastructures, in collaboration
with the plants' engineering and control units. The CISO team under Global IT, consists of a number of highly knowledgeable and experienced
officials.
ICL’s
cyber security strategy resides on three fundamental pillars: (a) plants and operational security, (b) critical assets data protection,
and (c) fraud prevention. For each pillar, there is a program that seeks to reduce the risks identified. All these programs are periodically
reviewed by internal governance structures to assess their effective impact on the Group’s risks. For the purpose of critical plants
protection, we continuously cooperate with the National Cyber Directorate and the National CERT, the Ministry of Energy and the Ministry
of Environmental Protection in Israel.
As
cyberattacks evolve and become more sophisticated, the Group has had to strengthen its prevention and monitorization efforts. As part
of such efforts, ICL routinely reviews, reinforces and tests its security processes and procedures through simulation exercises in the
areas of physical security and cyber security. The outcome of such exercises is an important part of a feedback process designed to improve
the Group’s cybersecurity strategies. In recent years, there were no significant cybersecurity incidents in the Company.
As
part of our ongoing efforts to strengthen our cyber defenses, we conducted a comprehensive Cyber Maturity survey in 2019 in cooperation
with a leading international consulting firm, which was revalidated in 2020, and again in 2022, alongside intrusion drills and instructional
videos (CBT) designed to raise employee awareness. In addition, the Company retained the services of an SOC cyber center operating 24
hours a day, as well as cyber intelligence services. We also conducted a risk assessment of our sensitive IT systems in cooperation with
several leading Israeli and international companies in the field of cyber defense. The Group also tests its continuity plans in order
to improve disaster recovery in instances where an incident or vulnerability threatens the continuity of one or several critical processes,
services or platforms. The Internal Auditor also preforms several audits in the field of cybersecurity each year.
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Other
lines of action also include the adequate training of ICL's management members in the area of cybersecurity and incident management. Periodically
ICL carries out simulation exercises in order to raise the level of awareness and preparedness of certain key personnel. We maintain cybersecurity
and fraud insurance policies. These insurance policies are subject to certain loss limits, deductions and exclusions and we can provide
no assurance that all losses related to a cybersecurity or fraud incident will be covered under our policies.
The
Company invests many resources and efforts over the years in order to improve the reliability of the cybersecurity system and to prevent
cybersecurity incidents, however, 100% protection in the field of cybersecurity cannot be guaranteed.
For
further information, see “Item 3 - Key Information— D. Risk Factors— Significant disruptions in our, or our service
providers’, information technology systems or breaches of our, or our service providers’, information security systems could
adversely affect our business”.
Water
Wells Production Permits
Water
supply to DSW is accomplished via approximately 40 drillings, most of which are located within the concession area. 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, the drillings require a drilling license issued by the Water Authority. 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 light of the Company’s objection to the charges relating to water drilling within
the concession area, in October 2021, 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. For further information, see Note 18 to the Audited Financial Statements.
ICL
Group Limited 120
C. ORGANIZATIONAL STRUCTURE
A
list of our main subsidiaries, including name and country of incorporation or residence is provided in 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 121
D. PROPERTY, PLANT AND EQUIPMENT
The
Company operates production facilities in 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 agreement for Oron plant has been under an extension
process since 2017), 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 owned 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. The Growing Solutions segment also owns
a liquid fertilizer and soluble fertilizer production plant in Totana, owns another plant for mixing solid fertilizers in Los Patohos
and has a concession in Cartagena port until 2024. 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 Potash 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.
Austria:
A dairy protein production plant of the Phosphate Solutions segment at Hartberg (Prolactal) is owned by the Company.
ICL
Group Limited 122
| • |
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.
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.
| • |
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.
Principal
Properties
The
following table sets forth certain additional information regarding ICL’s principal properties as of December 31, 2022:
|
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 |
|
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 |
1,579,066K |
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 |
2,326,060 |
Industrial Products products |
Owned on leased land | |
|
Conveyor belt |
1,970,333 |
Transportation facility for Potash |
Owned on leased land | |
|
Pumping stations |
1,180,496 |
Pumping station for 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 Potash segment |
Owned on leased land |
ICL
Group Limited 123
|
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 |
Owned and 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
|
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 |
9,614,191 |
Phosphate Solutions products |
Leased land |
|
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 |
Owned |
|
Plant |
Cleveland, United Kingdom |
13,239,609 |
Polysulphate products (Growing Solutions segment) |
Owned |
|
Warehouse and loading facility |
Cleveland, United Kingdom |
2,357,296 |
Polysulphate products (Growing Solutions segment) |
Owned on leased land |
ICL
Group Limited 124
|
Peat Moor |
Creca, United Kingdom |
4,305,564 |
Peat mine - Growing Solutions |
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 |
|
European Headquarters |
Amsterdam, the Netherlands |
59,055 |
European Company headquarters |
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 |
172,361 |
Phosphate Solutions products |
Owned |
|
Plant |
North Charleston, South Carolina, United States |
100,000 |
Growing Solutions products |
Leased |
|
Plant |
Summerville, South Carolina, United States |
40,000 |
Growing Solutions products |
Leased |
|
US 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 |
514031 |
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 |
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 |
Bandırma, Turkey |
375,187 |
Growing Solutions products |
Owned |
|
Plant |
Hartberg, Austria |
692,937 |
Phosphate Solutions products |
Owned |
|
Plant |
Heatherton, Australia |
64583 |
Phosphate Solutions products |
Leased |
ICL
Group Limited 125
Mineral
Extraction and Mining Operations
Information
included in this section relates to the mineral extractions and mining operations of ICL for fiscal years 2022 and 2021. This information
was prepared based on, and in some instances is an extract from, the report titled “Technical Report Summary and Resource Estimate”
with an effective date of December 31, 2021 (the “Technical Report Summary”) and prepared for us by our qualified person,
Wardell Armstrong International Ltd (“Wardell”). Wardell has approved and verified the scientific and technical information
included in the Technical Report Summary and reproduced and approved the updated MINERAL RESERVES AND RESOURCES information in this Annual
Report for Fiscal Years 2022 and 2021. Portions of the following information are based upon 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 the Technical Report Summary, which is included as an exhibit to this Annual Report.
Overview
ICL
extracts minerals and conducts mining at ICL Boulby (United Kingdom), ICL Iberia (Spain), ICL Rotem and ICL Dead Sea (both located in
Israel), and YPH (China).
Figure 1: Location of the ICL Operations
ICL
Group Limited 126
ICL’s
mining activities are dependent on concessions, authorizations and permits granted by the governments of the countries in which the mines
are located.
| • |
ICL Rotem has been mining phosphates in the Negev in Israel for
more than sixty years. The mining is conducted in accordance with phosphate mining concession, which is granted from time to time by the
Minister of Energy under the Mines Ordinance, as well as mining authorizations issued by the Israel Lands Authority. The concessions relate
to quarries (phosphate rock), whereas the authorizations cover use of land as active mining areas. |
| • |
ICL Dead Sea (DSW) has 37 evaporation ponds producing potash and
salt, among other chemical products, located on the south-west shore of the Dead Sea’s southern basin in Israel. DSW is in the production
stage and is a wholly owned subsidiary that operates the DSW concession covering 652 sqkm, which is in place until March 31, 2030.
|
| • |
ICL Iberia holds mining rights for two underground potash mines,
Cabanasses and Vilafruns, located in Spain. ICL owns the land on which the Spanish surface facilities are located and the Spanish government
owns the underground mining rights. Cabanasses mine has been in production for more than fifty years, while Vilafruns was put on care
and maintenance in June 2020 following its discontinuation. ICL Iberia is a wholly owned subsidiary that operates Cabanasses (in Suria),
with 126 licenses for the extraction of rock salt and potash covering 693 sqkm. |
| • |
ICL Boulby is an underground polyhalite mine in the production stage,
located in the United Kingdom, of which ICL owns the freehold of approximately 2.04 sqkm of the mineral field, with the remainder based
on leases. Cleveland Potash Limited is a wholly owned subsidiary that operates ICL Boulby, which has 51 mining leases which cover a total
area of 814 sqkm, primarily offshore. |
| • |
YPH, equally owned by ICL and Yunnan Phosphate Chemicals Group Corporation
Ltd. ("YYTH"), and controlled by ICL, owns and operates the Haikou Phosphate Mine and Processing Facility in the Xishan district of China.
YPH holds two phosphate mining licenses, including a mining license for the Haikou Mine covering 9.6 sqkm, which the Company operates
and is in the production stage. |
In
consideration of the concessions, ICL pays royalties and taxes to the
governments of Israel, China, UK and Spain. Below are the royalties' amounts paid with respect to 2022, 2021 and 2020:
|
Israel |
Out of Israel |
Total | ||
|
Year Ended December 31, |
$ millions |
NIS millions |
$ millions | |
•
|
2022 |
95 |
317 |
5 |
100 |
|
2021 |
75 |
242 |
3 |
78 |
|
2020 |
75 |
257 |
3 |
78 |
ICL
Group Limited 127
The
aggregate production data for the properties is summarized in Table 1.
Table 1: Production Data for the Properties
|
Production Data for ICL Boulby
| |||
|
2022 |
2021 |
2020 | |
|
Polyhalite hoisted (kt) |
947
|
784 |
711 |
|
Total Polyhalite Production (kt) |
953
|
789 |
709 |
|
Potash Production at Suria Plant,
ICL Iberia | |||
|
2022 |
2021 |
2020 | |
|
Ore hoisted from Cabanasses mine |
2,928
|
2,534 |
1,874 |
|
Ore hoisted from Vilafruns mine |
-
|
- |
484 |
|
Total (kt) |
2,928
|
2,534 |
2,358 |
|
Head Grade % KCl |
25.3%
|
26.4% |
24.2% |
|
KCl Produced (kt) |
680
|
614 |
518 |
|
Product Grade % KCl |
95.3%
|
95.5% |
95.5% |
|
Potash Production at Sallent Plant,
ICL Iberia | |||
|
2022 |
2021 |
2020 | |
|
Ore hoisted from Vilafruns mine |
-
|
- |
277 |
|
Total (kt) |
-
|
- |
277 |
|
Head Grade % KCl |
-
|
- |
22.4% |
|
KCl Produced (kt) |
-
|
- |
54 |
|
Product grade % KCl |
-
|
- |
95.5% |
|
Total Mine Production of raw ore
at Rotem Israel | |||
|
2022 |
2021 |
2020 | |
|
Tonnes mined (kt) |
4,488
|
4,893 |
6,263 |
|
Grade (%P2O5
before / after Beneficiation) |
26% / 32%
|
26% / 32% |
26% / 32% |
ICL
Group Limited 128
|
Product Produced after processing
at Rotem Israel (kt) | |||
|
2022 |
2021 |
2020 | |
|
Phosphate Rock |
2,170
|
2,431 |
3,090 |
|
Green Phosphoric Acid |
508
|
531 |
544 |
|
Fertilizers |
1,044
|
1,082 |
920 |
|
White Phosphoric Acid |
176
|
168 |
171 |
|
Specialty Fertilizers |
95
|
72 |
70 |
|
DSW Production (kt) |
|||
|
2022 |
2021 |
2020 | |
|
Potash |
4,011
|
3,900 |
3,960 |
|
Compacting plant |
1,561
|
1,858 |
1,707 |
|
Bromine |
178
|
182 |
171 |
|
Cast Mg |
22
|
18 |
18 |
|
Total Mine Production of raw ore
at YPH | |||
|
2022 |
2021 |
2020 | |
|
Tonnes mined (kt) |
3,223
|
2,656 |
2,400 |
|
Grade (% P2O5
before/after beneficiation) |
22% / 28%
|
21% / 28% |
21% / 29% |
|
Product Produced after processing
at YPH (kt) | |||
|
2022 |
2021 |
2020 | |
|
Phosphate Rock * |
2,497
|
2,194 |
2,044 |
|
Green Phosphoric Acid |
676
|
673 |
632 |
|
Fertilizers |
611
|
612 |
584 |
|
White Phosphoric Acid |
94
|
83 |
71 |
|
Specialty Fertilizers |
92
|
76 |
55 |
*
Figures relate to mined tonnes that are partially processed and include enriched crushed rock
ICL
Group Limited 129
Table 2: Estimate Mineral Resources
as of December 31, 2022 (1)
|
Measured Mineral Resources
|
Indicated Mineral Resources
|
Measured + Indicated Mineral Resources
|
Inferred Mineral Resources
| |||||
|
Amount
(Mt) |
Grades/ qualities |
Amount
(Mt) |
Grades/ qualities |
Amount
(Mt) |
Grades/ qualities |
Amount
(Mt) |
Grades/ qualities |
|
|
Commodity: K2O
|
||||||||
|
United Kingdom |
- |
- |
23.4 |
13.4% |
23.4 |
13.4% |
6.9 |
13.5% |
|
Boulby |
- |
- |
23.4
|
13.4% |
23.4
|
13.4% |
6.9 |
13.5% |
|
Total |
- |
- |
23.4 |
13.4% |
23.4 |
13.4% |
6.9 |
13.5% |
|
Commodity: KCl |
||||||||
|
Spain |
85.9 |
26.0% |
58.9 |
25.3% |
144.8 |
25.7% |
294.2 |
27.2% |
|
Cabanasses |
73.3 |
25.1% |
49.5 |
24.0% |
122.8 |
24.7% |
263.5 |
27.0% |
|
Vilafruns |
12.6 |
31.0% |
9.4 |
32.1% |
22.0 |
31.5% |
30.7 |
28.9% |
|
Israel |
225.0 |
20.0% |
1,500.0 |
20.0% |
1,725.0 |
20.0% |
445.0 |
20.0% |
|
Mine/Property DSW |
225.0
|
20.0% |
1,500.0
|
20.0% |
1,725.0
|
20.0% |
445.0
|
20.0% |
|
Total |
310.9 |
21.7% |
1,558.9 |
20.2% |
1,869.8 |
20.4% |
739.2 |
22.9% |
|
Commodity: P2O5
|
||||||||
|
Israel |
265.4 |
27.4% |
10.0 |
26.0% |
275.4 |
27.3% |
- |
- |
|
Rotem |
265.4 |
27.4% |
10.0 |
26.0% |
275.4 |
27.3% |
- |
- |
|
China |
3.0 |
22.3% |
2.3 |
24.0% |
5.3 |
23.0% |
0.2 |
20.0% |
|
YPH |
3.0 |
22.3% |
2.3 |
24.0% |
5.3 |
23.0% |
0.2 |
20.0% |
|
Total |
268.4 |
27.3% |
12.3 |
25.6% |
280.7 |
27.2% |
0.2 |
20.0% |
| (1) |
Mineral Resources are exclusive of Mineral Reserves. |
| (2) |
Mineral Resource estimates are not precise calculations, being dependent
on the interpretation of limited information on the location, shape, and continuity of the occurrence and on available sampling results.
|
| (3) |
All figures in the above table have been rounded to reflect the
relative accuracy of the estimate, and numbers may not sum due to rounding. |
| (4) |
Mineral Resources are classified in accordance with the guidelines
of the Australian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves JORC Code (2012) for ICL Boulby, Cabanasses
and Vilafruns, and the Pan European Reserves and Resources Reporting Committee (PERC) Standard for Reporting of Exploration Results (2021)
for Rotem Israel, DSW and YPH. |
ICL
Group Limited 130
Table 3: Estimated Mineral Reserves
as of December 31, 2022
|
Proven Reserves |
Probable Reserves |
Total Reserves | ||||
|
Amount (Mt) |
Grades/ qualities |
Amount (Mt) |
Grades/ qualities |
Amount (Mt) |
Grades/ qualities |
|
|
Commodity: K2O
|
||||||
|
United Kingdom |
- |
- |
7.6 |
13.5% |
7.6 |
13.5% |
|
ICL Boulby |
- |
- |
7.6 |
13.5% |
7.6 |
13.5% |
|
Total |
- |
- |
7.6 |
13.5% |
7.6 |
13.5% |
|
Commodity: KCl |
||||||
|
Spain |
29.8 |
24.8% |
66.9 |
25.7% |
96.7 |
25.4% |
|
Cabanasses |
29.8 |
24.8% |
66.9 |
25.7% |
96.7 |
25.4% |
|
Vilafruns |
- |
- |
- |
- |
- |
- |
|
Israel |
159.5 |
20.0% |
- |
- |
159.5 |
20.0% |
|
DSW |
159.5 |
20.0% |
- |
- |
159.5 |
20.0% |
|
Total |
189.3 |
20.8% |
66.9 |
25.7% |
256.2 |
22.0% |
|
Commodity: P2O5
|
||||||
|
Israel |
40.1 |
25.9% |
- |
- |
40.1 |
25.9% |
|
Rotem Israel |
40.1 |
25.9% |
- |
- |
40.1 |
25.9% |
|
China |
54.5 |
21.8% |
- |
- |
54.5 |
21.8% |
|
YPH |
54.5 |
21.8% |
- |
- |
54.5 |
21.8% |
|
Total |
94.6 |
23.5% |
- |
- |
94.6 |
23.5% |
| (1) |
The totals contained in the above table have been rounded to reflect
the relative uncertainty of the estimates, and numbers may not sum due to rounding. |
Internal
Controls
Quality
assurance at ICL Boulby, ICL Iberia,
Rotem Israel, 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 reviewing 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 131
ICL
Boulby
Overview
ICL’s
mining operations in the United Kingdom 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 a depth
of about 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 mined 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 132
Mining
Concessions and Lease Agreements
ICL
Boulby owns the freehold of most of the mineral field in and around the mine head, extending for approximately 2.04 sqkm. These freehold
minerals are in the process of being registered at the Land Registry. The remainder of the mineral fields are held on a leasehold basis.
Rents and royalties are paid bi-annually (January and July) and RPI is applied every three years. The next Retail Price Index (RPI) rate
will be applied on January 1, 2024, in accordance with the agreements.
The
parties involved in renewing or obtaining new leases are ICL Boulby, local solicitors and individual landowners who own the mineral rights.
The conditions that must be met to retain the leases are payment of bi-annual fees to the landowners and a royalty payment for minerals
extracted from the property to The Crown Estates.
The mineral leases of ICL Boulby, are based on approximately 51 mineral leases and licenses for extracting
various minerals, in addition to numerous easements and rights of way from private owners of land under which ICL Boulby operates, and
mineral lease rights under the North Sea granted by The Crown Estates. The mineral lease rights with The Crown Estates, include provisions
to explore and exploit all targeted and known polyhalite and salt mineral resources of interest to ICL Boulby. Said leases cover a total
area of about 814 square kilometers (onshore leases total around 24 square kilometers and offshore leases from the Crown Estates cover
around 790 square kilometers). For the future the Company only requires a small number of terrestrial mineral areas for ventilation and
dewatering purposes, some of which expired in 2022. The Company is actively engaged in negotiations with approximately 18 private mineral
owners to extend lease terms. Four lease agreements are currently in negotiations and an application has been approved by the Secretary
of State to refer these negotiations to the High Court of Justice in London under the Working Mines Facilities Act Application of 1966
(“the Act”), which, generally, provides for a mechanism to acquire rights over land for mining and extraction. The Company
believes that this demonstrates there are sufficient grounds to resolve the negotiations pursuant to the Company’s position. As
for the remaining fourteen mineral leases, the Company believes that satisfactory terms will be negotiated without having to have recourse
to the Act. Pending the negotiations, the Company continues to operate under the terms of the previous agreements as agreed to with the
contractual partners. Subject to the renewal processes described above, all remaining lease periods, licenses, easements and rights of
way are effective until 2035.
In
December 2021, the North York Moors Park Authority Planning Committee approved ICL Boulby Mine’s application for the continuation
of polyhalite and salt production for an additional 25 years, commencing 2023 (until 2048). On May 27, 2022, an official Notice of Decision
NYM/2019/0764/MEIA was served under Regulation 63 of the Conservation of Habitats and Species Regulations 2017, which concluded that the
development would not have any Likely Significant Effects on the North York Moors Special Area of Conservation and Special Protection
Area.
Historically,
the renewal of leases has not been problematic, and the Company is confident in the renewal of all land and mineral leases as required
and will receive all government approvals and permits necessary for exploiting all targeted mineral resources.
ICL
Boulby has a preferential right to renew some of its leases as it has the Planning Permission to extract minerals. There is no competitive
bidding process.
The
Company believes that it will obtain the renewal of all government's leases and licenses that are necessary for the reserves in the United
Kingdom.
ICL
Group Limited 133
Operations
ICL
Boulby’s mining operations are situated close to the western limits of polyhalite, potash and salt deposition in the Zechstein Basin
extending inland in the United Kingdom and below the North Sea into Germany. The polyhalite seam is of the Permian Evaporite Series and
is over lain by some 800 meters to 1,300 meters of younger sedimentary rocks. The polyhalite seam comprises two zones (1 and 2) and averages
4 meters in mineable thickness but varies from zero to more than 11 meters in thickness. The access into the polyhalite bed of Zone 1
was established in 2010 from one of its main salt roadways. Zone 2 is under technical review and planned operations in Zone 2 will, over
time, augment and eventually supplant Zone 1.
The
ICL Boulby mine is accessed by two vertical shafts. One shaft hoists Polysulphate® and salt and the other provides man-riding and
service access. Mining is conducted by continuous mining with shuttle cars and by a modified room and pillar method, which is reviewed
annually to ensure optimal efficiency and effectiveness. Supply of electricity to the mining operations in the ICL Boulby mine is mainly
through electricity purchased on the open market from the national electricity company. There is also a power plant on the site that converts
gas into electricity and supplements the electricity supply during peak demand periods.
The
processing plant for Polysulphate® uses simple crushing and screening processes to produce standard and granular products in approximately
a 50:50 ratio. Research is currently underway regarding methods to further enhance the standard products through compaction, granulation,
blending and micronutrient addition which, in combination, is anticipated to deliver high value new fertilizer products into the market.
In addition, a compaction plant produces PotashpluS, a compacted blend of Potash Standard (SMOP) and Poly Standard. In 2022, a total of
953 thousand tonnes of Polysulphate® was produced. In addition, the Company sells immaterial amounts of PotashpluS and salt, which
is a by-product for de-icing purposes.
In
2022 the mine design was changed to enable improved operational efficiencies. This was primarily due to the requirement to increase pillar
sizes for improved geotechnical performance, as well as efficient ventilation
of the working areas. The change in design resulted in a reduction of total mining height from 7 meters to 6 meters due to continuous
miner machine gradient capabilities and no-go area restrictions when milling on retreat. The new design also results in an increase in
inter-panel pillar widths from 16 meters to 40 meters and an increase in intra-panel pillar widths from 8 meters to 27 meters.
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, 2022, 2021 and 2020:
|
2022 |
2021 |
2020 |
|
Polyhalite hoisted (kt) |
947
|
784 |
711 |
|
Total Polyhalite Production (kt) |
953
|
789 |
709 |
Property
Value
As
of December 31, 2022, the overall book value of the property, plant and equipment of ICL Boulby amounted to about $167 million.
ICL
Group Limited 134
Mineral
Resource Estimate
In
ICL Boulby’s mine, the Company believes there are sizable resources for the purpose of continued production of Polysulphate®,
the sale of which in commercial quantities began in 2012. The estimation utilizes assay results from underground exploration drill holes
and face sampling with grade control drilling used to aid the geological modelling of the polyhalite seam. The data is considered adequate
for use in Mineral Resource estimation and is supported by robust quality assurance/quality control (QA/QC) procedures. The geological
model was used to code and composite the drill hole data based on their stratigraphic position within the seam. For Zone 1, two regional
domains were identified: a higher polyhalite grade western region and a lower polyhalite grade eastern region, with further sub domains
established based on population analysis and grade distribution. The boundary between domains were generally treated as soft boundaries.
Mineral Resources are only reported for Zone 1.
Grade
estimation was carried out using Inverse Distance Weighted (Squared). Estimated grades were validated by visual, statistical, and graphical
means on a global and local basis prior to tabulation of the Mineral Resource Estimates. The limited readily available reconciliation
data indicates that the resource model performs well overall when compared to plant production data, however, further work is recommended
to consistently record and make available grade and tonnage information for all stages of the mining, processing, and shipping of materials.
Mineral
Resources were categorized primarily on the search volume used to generate the estimate with additional consideration of drill hole spacing,
geological and grade continuity, data density and orientation. The Resources are defined through an ongoing program of long hole drilling
to provide information for the classification of the Mineral Resources. No Measured Mineral Resources were classified 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).
Indicated Mineral Resources were generally based on a minimum of 3 sample points within a radius of 200 meters. Remaining areas were classified
as Inferred Mineral Resources and these included areas in which the seam position or grade were deemed difficult to predict.
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. In estimating the cut-off
grade, resources and reserves, a two-year average Polysulphate® price of $178 per tonne FOB as of December 31, and operating costs
are used for the assessment of economic potential.
Mineral
Resources are a 6 meters thick horizon optimized for grade (% K) whilst ensuring mining operations are matched to achievable gradients
for excavation.
Mineral Resources and Reserves are reported using a cut-off grade of 10.0% K, or 12.0% K2O
Equivalent, which reflects the current ability to blend, homogenize and upgrade material as part of mine sequencing and processing. The
cut-off grade has been reduced in this statement down from the previous 10.7% K due to experience of mining lower grade blocks in 2021
and 2022 which have been able to be blended and produce saleable product.
Polyhalite,
Halite and Anhydrite are theoretical values calculated from the elemental analysis under the assumption that all elemental K is contained
within Polyhalite.
In
estimating the cut-off grade, resources and reserves, an average of the previous two years’ currency exchange rate of £0.77
per dollar as of December 31, 2022, is used in the assessment of economic potential.
ICL
Group Limited 135
ICL
Boulby – Summary of Polyhalite Mineral Resources at the end of the fiscal year ended December 31, 2022, based on an average of two
years sales Polysulphate® prices used to calculate the resources and reserves: $178 FOB per tonne.
|
Resources |
Cut-off grades
(K2O)
|
Metallurgical recovery
(K2O)
| ||
|
Amount (Mt) |
Grades/qualities (K2O)
| |||
|
Measured mineral resources |
- |
- |
12.0% Equivalent |
100% |
|
Indicated mineral resources |
23.4
|
13.4% | ||
|
Measured + Indicated mineral resources |
23.4 |
13.4% | ||
|
Inferred mineral resources |
6.9 |
13.5% |
| (1) |
Mineral Resources are reported exclusive of any Mineral Reserves.
|
| (2) |
All figures are rounded to reflect the relative accuracy of the
estimate, and numbers may not sum due to rounding. |
| (3) |
Mineral Resources are reported in accordance with the guidelines
of the JORC (2012) Code for Mineral Resources and Ore Reserves. |
| (4) |
There is no metallurgical plant at Boulby. All material mined, after
crushing and screening, is available for sale. |
As
of December 31, 2022, ICL Boulby had 30.3 Mt of mineral resources compared to 41.3 Mt as of December 31, 2021, a decrease of 27%. This
decrease is due to operational factors mainly attributable to operational layout improvements and efficiencies. The Mineral Resources
Estimate for ICL Boulby is based on factors related to geological and grade models and the prospects of eventual economic extraction.
For further discussion of the material assumptions relied upon, please refer to Section 11.2 of the Technical Report Summary filed as
an exhibit to the 2021 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.
The
life of the mine at ICL Boulby is approximately 7.6 years, based on reserves of approximately 7.6 million tonnes (given the annual average
mining rate of around 1 million tonnes). Further work based on the current Mineral Resource of 30.3 Mt is expected to extend the life
of mine beyond 2030.
ICL
Group Limited 136
ICL
Boulby – Summary of Polyhalite Mineral Reserves at the end of the fiscal year ended December 31, 2022,
based on an average of two years Polysulphate® sales price used to calculate the resources and reserves: $178 FOB per tonne.
|
Amount (Mt) |
Grades/qualities
(K2O)
|
Cut-off grades
(K2O)
|
Metallurgical recovery
(K2O)
|
|
Proven mineral reserves |
- |
- |
12.0% Equivalent |
100% |
|
Probable mineral reserves |
7.6 |
13.5% | ||
|
Total mineral reserves |
7.6 |
13.5% |
| (1) |
All figures are rounded to reflect the relative accuracy of the
estimate, and numbers may not sum due to rounding. |
| (2) |
The mineral reserve estimate for the ICL Boulby deposit is classified
in accordance with the JORC (2012) Code for Mineral Resources and Ore Reserves. |
| (3) |
There is no metallurgical plant at ICL Boulby.
All material mined, after crushing and screening, is available for sale. |
As
of December 31, 2022, ICL Boulby had 7.6 Mt of polyhalite mineral reserves, compared to 8.0 Mt as of December 31, 2021, a decrease of
5%. This decrease is mainly due to our continuing mining operations and modifications to mine design described above, which underpin improved
operational efficiencies. The Mineral Reserves 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 Section 12.2 of the Technical Report Summary filed as an exhibit to the 2021 Annual
Report.
Logistics
The
ICL Boulby mine in the United Kingdom is connected by a network of roads running over 11 kilometers southward from the mine entrance,
as well as a network of underground roads extending 17.5 kilometers from the mine entrance in the direction of the North Sea. Approximately
80 kilometers of underground tunnels remain open to support present production. The mine has easy access to the national road and train
transportation routes. The mine uses water approved for industrial use from state authorities. and a stable supply of electricity.
Pursuant
to agreements with the North Yorkshire National Parks 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 Teesdock. ICL Boulby's roads and trains are 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 Teesdock. Most of the Polysulphate® output is used as a
component of agricultural fertilizers, where volumes are exported by sea from the Teesdock seaport to customers overseas and in the UK.
ICL
Group Limited 137
Rock
salt is taken by train to Teesdock and transported by ship or 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 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 which is a part of the Growing Solutions segment (hereinafter – Everris Limited), has peat mines in the UK (Creca,
Nutberry and Douglas Water). Peat is used as a component to produce professional growing media. All sites are owned by Everris Limited.
The current extraction permits are granted by the local authorities and are renewed after examining the renewal applications. The extraction
permits for Nutberry and Douglas Water were granted until the end of 2024 and until 2051 for Creca. Everris Limited is not material to
the Company’s business or financial condition.
ICL
Iberia
Overview
The
Company's potash mining operations in Spain are carried out by ICL Iberia (a wholly owned subsidiary of the Company) and the marine transportation
performed through Trafico de Mercancias (a wholly owned subsidiary of ICL Iberia). ICL Iberia holds mining rights for two underground
potash mines, Cabanasses and Vilafruns. As part of the Company's strategic decision to concentrate its production at the Suria site (Cabanasses
mine), in June 2020, ICL Iberia consolidated its sites and potash production at the Sallent site was discontinued. The Vialfruns 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 Suria, 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
and UTM (WGS84). Furthermore, the Cabanasses mine is 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 1000 meters below the surface.
Potash extraction is conducted by mining sylvinite, found in varying concentrations.
Potash is then separated from salt at a production plant located near the mine. The Cabanasses mine is in the province of Barcelona and
has three access points (including a ramp) and mining is conducted according to a modified room and pillar method. The mine site is served
by roads/railways and is near major highways. Potash in Suria was first discovered
in 1912 and its commercial development began in 1920. ICL purchased the mines in 1998.
ICL
Group Limited 138
Figure 3: Location of Cabanasses and
Vilafruns Mines (Spain)
Mining
Concessions and Lease Agreements
ICL
Iberia conducts its mining activities in Spain pursuant to concessions granted to it by the Spanish government. 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 licenses
for each of 126 different sites that are relevant to current and possible future mining activities. Some of the licenses are valid until
2037 and the remainder are effective until 2067. The concession for the "Reserva Catalana", an additional site where mining did not commence,
expired in 2012. The Company is acting in cooperation with the Spanish Government to obtain a renewal of the concession. According to
the Spanish authorities, the concession period is valid until a final decision is made regarding the renewal.
A
total of 126 licenses 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 part of a renewal process, the Company is required to prepare and present a basic
technical report describing the intended use of the mines. As required by law, the concessions are required to be renewed prior to their
expiration date. 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.
ICL owns all the lands on which the Spanish surface facilities are located. The Spanish government owns
all the underground mining rights and has granted ICL concessions to conduct mining operations under the land. For further information,
see Note 18 to the Audited Financial Statements.
ICL
Group Limited 139
Operations
Extraction
of potash from the Cabanasses underground mine in Spain is carried out by mining sylvinite (a mixture of potash and salt found in varying
potash concentrations). The potash is separated from the salt at the Suria production plant.
The
Cabanasses mine is accessed 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 material haulage is 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 tonnes trackless 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 was
completed in April 2021 and is installed with a conveyor that transports the mined material to the Súria processing plant. In addition
to transporting potash, the conveyor is also used to batch transport some salt mined during development of the underground access tunnels.
The
completion of the decline and installation of the conveyor system has increased the haulage capacity of the ore from the mine to 1,000
tonnes per hour (compared with previous shaft haulage capacity of 400 tonnes per hour). In addition, the decline has improved ventilation
within the mine and air now intakes down both shafts, circulates the working areas and exhausts back out of 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.
The
mineral processing includes crushing, grinding, desliming, froth flotation, drying and compacting. In addition, there is a process for
crystallization of vacuum salt and pure potash. The power utilized by the Spanish mining operations is purchased from third party electric
companies.
As
of the date of this report, the annual production capacity of potash in Spain is approximately 800 thousand tonnes of potash and is expected
to reach a capacity of 1 million tonnes once the Company completes ramp-up and
location adjustments.
In
June 2020, the activity at the Sallent site (Vilafruns mine) was discontinued, which led to a write off in the amount of $12 million attributed
to fixed assets. Due to Vilafruns being placed on a care and maintenance basis with the expectation to vacate the Sallent site, the resources
at this mine have remained static over the past three years. Vilafruns is not considered material to the Company’s business or financial
condition.
ICL
Group Limited 140
Production
The
following table sets forth the amount of the total mine production of potash at the Suria plant in ICL Iberia, for the three years ended
December 31, 2022, 2021 and 2020:
|
Potash Production at Suria Plant
| |||
|
2022 |
2021 |
2020 | |
|
Ore hoisted from Cabanasses mine |
2,928
|
2,534 |
1,874 |
|
Ore hoisted from Vilafruns mine |
-
|
- |
484
|
|
Total (kt) |
2,928
|
2,534 |
2,358 |
|
Head Grade % KCl |
25.3%
|
26.4% |
24.2% |
|
KCl Produced (kt) |
680
|
614 |
518 |
|
Product Grade % KCl |
95.3%
|
95.5% |
95.5% |
| (1) |
Potash at Vilafruns mine was extracted until June 30, 2020.
|
Property
Values
As
of December 31, 2022, the overall book value of the property, plant and equipment of the Cabanasses mine amounted to about $655 million.
The
following table sets forth the amount of the total mine production of potash at the Sallent plant in ICL Iberia, for the three years ended
December 31, 2022, 2021 and 2020. Since June 2020, the activity at the Sallent
site was discontinued and the Vilafruns mine was put into care and maintenance.
|
Potash Production at Sallent Plant
| |||
|
2022 |
2021 |
2020 | |
|
Ore hoisted from Vilafruns mine |
-
|
- |
277 |
|
Total (kt) |
-
|
- |
277 |
|
Head Grade % KCl |
-
|
- |
22.4% |
|
KCl Produced (kt) |
-
|
- |
54 |
|
Product grade % KCl |
-
|
- |
95.5% |
| (1) |
Potash at Vilafruns mine was extracted until June 30, 2020.
|
Property
Values
As
of December 31, 2022, the overall book value of the property, plant and equipment of Sallent site amounted to about $3.4 million, Villafruns
mine has been fully impaired.
Mineral
Resource Estimate
Mineral
Resource classification was set in the block model by ICL Iberia, using wireframe perimeters to outline the extent of mineralisation.
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 also considered by ICL Iberia as non-recoverable.
ICL
Group Limited 141
Measured Mineral Resources are classified based on a drill spacing of 80 - 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.
In
estimating the cut-off grade, resources and reserves, an average of the previous three years’ market prices of $348 FOB per tonne
as of December 31, 2022, and operating costs are used for the assessment of economic potential.
In
estimating the cut-off grade, resources and reserves, an average of the previous three years’ currency exchange rates of €0.89
per dollar as of December 31, 2022, is used in the assessment of economic potential.
Cabanasses
– Summary of Potash Resources at the end of the fiscal year ended December 31, 2022, based on three-year average price used to calculate
the resources and reserves: $348 FOB per tonne.
|
Resources |
|||||
|
Amount
(Mt) |
Grades/qualities
(KCl) |
Cut-off grades
(KCl) |
Metallurgical recovery
(KCl) | ||
|
Measured mineral resources |
73.3 |
25.1% |
10% |
86.5% |
|
Indicated mineral resources |
49.5
|
24.0% | ||
|
Measured + Indicated mineral resources |
122.8 |
24.7% | ||
|
Inferred mineral resources |
263.5 |
27.0% |
| (1) |
Mineral Resources are reported exclusive of any Mineral Reserves.
|
| (2) |
All figures are rounded to reflect the relative accuracy of the
estimate, and numbers may not sum due to rounding. |
| (3) |
Mineral Resources for Cabanasses have been estimated in accordance
with the guidelines of the JORC Code (2012). |
As
of December 31, 2022, Cabanasses had 386.3 Mt of potash mineral resources compared to 465.8 Mt as of December 31, 2021, a decrease of
17% that resulted from engineering studies which confirmed that areas of the Inferred Resources lay within the boundaries of local villages
and the river course and were consequently no longer considered to have reasonable prospects of extraction, as well as an upgrade of prior
Inferred Resources to Indicated Resources and those to Probable Reserves due to a 2022 drilling campaign and subsequent updated mine design.
The
mineral resources estimate for Cabanasses is based on factors related to geological and grade models and the prospects of eventual economic
extraction. For further discussion of the material assumptions relied upon, please refer to Section 11.3 of the Technical Report Summary
filed as an exhibit to the 2021 Annual Report.
ICL
Group Limited 142
Vilafruns
– Summary of Potash Resources at the end of the fiscal year ended December 31, 2022, based on three-year average price used to calculate
the resources and reserves: $348 FOB per tonne.
|
Resources |
||||
|
Amount (Mt) |
Grades/qualities
(KCl) |
Cut-off grades
(KCl) |
Metallurgical recovery
(KCl) | |
|
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) |
Mineral Resources are reported exclusive of any Ore Reserves.
|
| (2) |
All figures are rounded to reflect the relative accuracy of the
estimate, and numbers may not sum due to rounding. |
| (3) |
Mineral Resources for Vilafruns have been estimated in accordance
with the guidelines of the JORC Code (2012). |
As
of December 31, 2022, Vilafruns had 52.7 Mt of potash mineral resources which was unchanged from the 52.7 Mt as of December 31, 2021,
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 eventual economic extraction. For further discussion of the material assumptions
relied upon, please refer to Section 11.3 of the Technical Report Summary filed as an exhibit to the 2021 Annual Report.
Mineral
Reserve Estimate
The parameters used in determining the cut-off grade take into consideration geology (continuity, structure),
mining method, mining dilution, plant utilization, technical feasibility, operating costs, and historical, as well as current product
prices. The calculation involves a computerized geological block model using both the drilling data from the underground drilling campaign
and from the exploratory surface drilling, together with underground drilling work carried out on a regular basis, amounting to around
31,692 meters drilled in 2022. Surface drilling has been conducted at different times over the last decades. The KCI grade is interpolated
using inverse distance method (ID2). Zones that are potentially mineable are defined, considered the thickness, the grade, and the structure
of the ore seams. Modifying factors are based on historic data for “Dilution”, “mining recovery” and “cut-off
grade” of 19% KCl etc. are applied. This data is provided to the Mine Planning Dept. to spatially define the mine planning of access
tunnels to all mineable blocks and then mining fleet activity scheduling to plan the life-of-mine.
The
cut-off grade calculations are made by economists in ICL Iberia's finance department. The calculation considers long-run forecast of selling
prices, costs and expected ore production under the Long-Range-Plan. A conservative approach in the selling prices was chosen.
The proven and probable reserves above the cut-off grade were obtained taking into consideration the mining
method, mining recovery, mining dilution, selective mining, geological conditions and in plant recovery, based on ICL Iberia’s historical
data. 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 treatment plant and are subject to
metallurgical recovery factors. Metallurgical recovery factors consist of historical yield data and are based on the previous ten years.
A processing plant recovery of 86.5% is used an increase from previous years which is due to installation of additional equipment and
upgrades to recovery systems. The incremental increase in recovery is consistent with the current performance and the operational improvements.
The final product is well over 95.5% KCl to avoid quality losses.
ICL
Group Limited 143
Cabanasses
– Summary of Potash Reserves at the end of the fiscal year ended December 31, 2022, based on a three-year average price used to
calculate resources and reserves of $348 FOB per tonne.
|
Amount (Mt) |
Grades/qualities
(KCl) |
Cut-off grades
(KCl) |
Metallurgical recovery
(KCl) |
|
Proven mineral reserves |
29.8 |
24.8% |
19.0% |
86.5% |
|
Probable mineral reserves |
66.9
|
25.7% | ||
|
Total mineral reserves |
96.7 |
25.4% |
| (1) |
All figures are rounded to reflect the relative accuracy of the
estimate, and numbers may not sum due to rounding. |
| (2) |
Mineral Reserves for Cabanasses are classified in accordance with
the guidelines of the JORC Code (2012). |
As
of December 31, 2022, Cabanasses had 96.7 Mt of potash Mineral Reserves compared to 90.6 Mt as of December 31, 2021 net increase of 7%
mainly due to the addition of Probable Reserves (derived from Indicated Resources transferred from Inferred Resources), because of the
exploratory drilling done in 2022.
The
life of the mine at Cabanasses is approximately 22 years, based on reserves of approximately 96.7 million tonnes (given the annual average
mining rate of around 4.5 million tonnes which excludes salt mining for construction of underground infrastructure).
There
are no Mineral Reserves for Vilafruns as of December 31, 2022, which is unchanged as of December 31, 2021, due to the discontinuation
of activity at the Sallent site and Vilafruns mine being put into care and maintenance.
Logistics
ICL
Iberia transports by conveyor belt the excavated ore from the Cabanasses mine to the production plant. The final products potash and salt
are transported from the plant to its customers mainly by trucks and trains to the local market, 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. Most of ICL Iberia's
shipments are made via a terminal it owns at the port of Barcelona (Trafico de Mercancias – Tramer). ICL Iberia owns and maintains
approximately 1.5 kilometers of standard gauge railway at the Suria plant that connect to the regional rail network. In 2022 up to seven
trains left daily with a total payload capacity of 800 tonnes, spread out over about 21 freight cars. The rail route for potash transport
from Suria to the terminal in the port of Barcelona includes a rail route of about 80 kilometers. The production site (Suria) has one
rail load out system for the rail to port transport systems. 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
Group Limited 144
ICL
Iberia owns and operates its own port facilities through its subsidiary, Tráfico de Mercancias, S.A. (Tramer), which consist of bulk
potash and salt storage facilities, including freight car and rail truck conveyor unloading facilities and product storage warehouses.
The
facilities at the port of Barcelona are managed by ICL Iberia’s subsidiary Tramer and comprise an area of 866,407 square feet divided
into three zones.
As
part of the plan for increasing ICL Iberia's production capacity, upgrades are being made to the logistical infrastructure at the Suria
Site and in the Cabanasses mine (entrance decline into the mine, commissioned in 2021), the factories and the Company's berth at the Barcelona
port, in such a manner that will allow production, transport and export of about 2.3 million tonnes of potash and salt per year.
Rotem
Amfert Israel (ICL Rotem)
Overview
Rotem
Amfert Negev Limited (“ICL Rotem/Rotem Israel”), a limited liability company and wholly owned subsidiary of ICL, retains three
sites of phosphate open-pit mines (Rotem, Oron, and Zin) in the Negev desert region
of southern Israel, each with its own beneficiation plant. Since 2021, ICL Rotem has operated only two of its phosphate open-pit
mines (Rotem and Oron), due to the discontinuation of its mining activities at Zin in 2020. The Rotem operation 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 operations lie to the
southeast of the town of Yeruham. Oron is approximately centered on the geographic coordinates: latitude 30°54’00”N and
longitude 35°00’59”E. The Zin operation 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)
ICL
Group Limited 145
Israel
has a well-established and high-quality road network making travel and access within the country, and to the ICL properties, straightforward
and efficient. Rotem is 150 kilometers by road from Ashdod, a Mediterranean port, via Route 258 and Highways 25 and 40. The Zin mine is
located at the end of the current rail network in the Negev desert. It is linked via an internal private haul road to the Oron mine which
is 10 kilometers from Zin. 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 usually handled via Eilat.
Mining
Concessions and Lease Agreements
Rotem
Israel has been mining phosphates in the Negev in Israel for more than sixty years. Mining is conducted in accordance with phosphate mining
concessions, which are granted from time to time by the Ministry of Energy under the Mines Ordinance, by the Supervisor of Mines, as well
as mining authorizations issued by the Israel Lands Authority. The concessions relate to quarries (phosphate rock), whereas the authorizations
cover the use of land as active mining areas.
Historically, two separate mining concessions were held by ICL Rotem for its operations: (1) Rotem Field
(including the Hatrurim Field located 5 kilometers northeast of Rotem), and (2) Zafir Field (Oron and Zin).
In December 2021, the Ministry of Energy granted Rotem Israel an extension to a unified concession (which
includes all Rotem's mining fields) for an additional three years until the end of 2024. The Company has been successful in renewing its
concessions Since 1952.
Rotem
Israel has two lease agreements in effect until 2024 and 2041 and an additional lease agreement of the Oron plant, which expired in 2017.
As of the reporting date, the Company has an agreement in principle, with the
Israel Land Authority - Southern Region, regarding the receipt of a license agreement
for Oron plant until the year 2025, which is subject to the approval of the Israel Land Authority management.
Mining
Royalties
As
part of the terms of the concessions, in respect of mining of phosphate, Rotem
Israel 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, 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, Rotem Israel is required to comply with additional
reporting requirements, in addition to the payment of royalties.
Planning
and Building
Mining
and quarrying activities require a zoning approval of the site based on a plan in accordance with the Israeli Planning and Building Law,
1965. Such plans are updated, as needed, from time to time. As of the reporting date, there are various requests at different stages of
deliberations pending for consideration the planning authorities.
In
2016, the District Board for the Southern District approved a detailed site plan for mining phosphates in the Zin Oron area. This 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
for extension (under the authority of the District Planning Board).
ICL
Group Limited 146
In
addition, part of the Company’s efforts to locate phosphate rock resources in Israel, in January 2022, the Ministry of Energy granted
Rotem Israel an exploration license for phosphate in an area of 263 acres, north of the Oron Concession. In December 2022, following the
completion of a geological survey, the Company received a discovery certificate, which gives it the exclusive right to request a mining
license in that area. The Company is working to apply for a concession for approximately 76.6 acres and activity thereon is expected to
continue at least until 2025. As such, the Company has not accounted for any resources and reserves for the Oron North area. An additional
area, where the Company is working to promote a plan for Phosphate mining, is the Barir field, which is located to the northwest of Rotem.
However, 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 Rotem Israel's royalties, tax, planning and building proceedings, leases, and other matters, and for a description
of certain risks relating to Rotem Israel's concession, see Note 18 to the Audited Financial Statements and “Item 3 - Key Information—
D. Risk Factors”, respectively.
Operations
ICL
currently operates large surface phosphate mining sites at Oron and Rotem, which are in the southern part of Israel in the Negev region.
In addition, the Company has plans to resume mining in Zin mine subject to business requirements. The mineral reserves will be processed
at the Rotem facility.
Each
of the said fields in Israel has a similar layered structure and geological composition, with the phosphate preserved as relatively thin
layers 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 Campanian
(Upper Cretaceous period) phosphate rock deposits of Israel are part of the Mediterranean phosphate belt extending from Turkey, through
Jordan and Israel, and westward through Egypt, Tunisia and Morocco. The Company began operations at Oron in the 1950s and at Rotem and
Zin in the 1970s. These sites are accessible by road and rail.
The
method of mining in the Negev is by the conventional open pit method, using drilling and blasting, hydraulic excavators and rigid dump
trucks or dozers with rippers for overburden removal, and front-end loaders and
trucks for mining phosphate. Each mine site has varying numbers and thicknesses of over burden, inter burden and phosphate rock layers,
so that the size of the mining equipment conforms to the mining sites and the operating requirements. In all the mines, stripping of the
waste material and mining of the phosphate are performed by entirely conventional methods. The Company is committed to continuing restoration
work, as it has done to date, at all its mines.
All
three sites have associated processing plants, which include crushing, grinding and floatation processing methods. The processing plants
at Rotem and Oron are currently operational, while production at Zin was discontinued in 2020. At the Rotem processing plant (located
in Mishor Rotem), additional processing facilities are also present and include two sulphuric acid plants, three green phosphoric acid
plants, a white phosphoric acid plant, three superphosphate plants, two granular fertilizer plants and an MKP plant. Most of the production
is used to produce phosphoric acid and fertilizers.
ICL
Group Limited 147
The
plants in Mishor Rotem are powered primarily from electricity generated by the Company at its sulphuric acid plants, gas combustion from
the national gas network (recently replacing 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.
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 the 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, 2022, 2021 and 2020:
|
Year Ended December 31,
| |||
|
2022 |
2021 |
2020 | |
|
Tonnes mined (kt) |
4,488
|
4,893 |
6,263 |
|
Grade (%P2O5
before / after beneficiation) |
26% / 32%
|
26% / 32% |
26% / 32% |
The
following table sets forth the approximate amounts of product produced after processing by our operations in the Negev Desert for the
three years ended December 31, 2022, 2021 and 2020:
|
Product Produced after processing
at Negev Operations (kt) | |||
|
2022 |
2021 |
2020 | |
|
Phosphate Rock |
2,170
|
2,431 |
3,090 |
|
Green Phosphoric Acid |
508
|
531 |
544 |
|
Fertilizers |
1,044
|
1,082 |
920 |
|
White Phosphoric Acid (WPA) |
176
|
168 |
171 |
|
Specialty Fertilizers |
95
|
72 |
70 |
Property
Values
As
of December 31, 2022, the overall book value of the property, plant and equipment of ICL Rotem, amounted to about $789 million.
Mineral
Resource Estimate
The
reported P2O5
grade is intended for the phosphate rock product, after physical beneficiation (usually dis-aggregation, sieving and sizing), designed
to replicate actual plant performance. The reported grade and tonnages, organic matter and chlorine contents are designated for the in-situ
material.
At
Rotem and Zin, future resources are in the deeper, more steeply dipping, or remote parts of the deposits. They have higher average stripping
ratios and ore haulage distances than do those at the older, smaller, and more compact mining operations at Oron. In general, production
is progressively toward deeper pits.
ICL
Group Limited 148
The
phosphates are classified by ICL Rotem based on levels of organic content (resulting from the presence of micro-organisms and algae) during
formation of the phosphate deposits. The classification is as follows: 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). Areas closest to the center
of the depositional basins are generally associated with highest levels of organic content.
The
organic content of the phosphates dictates the processing methods and final products as follows:
| • |
White phosphate from Oron is typically used for higher added value
products such as white phosphoric acids (WPA) for food applications. |
| • |
Low organic from Rotem is typically used in green (impure) phosphoric
acids for agricultural applications. |
| • |
Significant brown phosphate resources (70 million tonnes) exist
at Oron and pilot trials are on-going to confirm a process route to produce green phosphoric acid from brown phosphate rock. As such,
no Mineral Reserves are currently reported for the brown phosphate. |
| • |
Bituminous phosphates from Rotem are mined
from the deposit and used to produce fertilizers Significant bituminous phosphate resources (150 million tonnes) exist within the deeper
parts of the Rotem deposit. However, these have not been mined due to the presence of thick overburden (10 to 50 meters) which contains
oil shale. The oil shale contains 12% to 21% organic matter and is susceptible to spontaneous combustion when exposed by mining. This
material is therefore not currently mined or stockpiled by ICL Rotem. As such, no Mineral Reserves are currently reported for most of
the bituminous phosphate at Rotem. Research is being undertaken regarding the possibility of stockpiling the overburden using capping.
An additional research to produce green acids and WPA from bituminous phosphate is being undertaken and further testing is required to
confirm if a suitable process route can be found. |
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. Drilling is initially undertaken on 200 to 250 meters spacing and then
infilled on 50 to 70 meter spacing.
In determining these Reserves and resources, a cut-off
grade of 20% to 25% P2O5
was applied, depending on the processing characteristics of the phosphate rock and the existing mineral processing method. The cut-off
grade differs for each mine in accordance with the beneficiation process and enrichment capacity. A cut-off
grade of 20% P2O5
and lower was applied at Oron, after it was proven that the required quality can be reached. A cut-off
grade of 23% P2O5
was applied at Zin, and a cut-off grade of 25% P2O5
was applied at Rotem. The cut-off grade for Oron is lower because the Oron plant
has the appropriate beneficiation process for phosphate rock with limestone, which characterizes the white phosphate and, therefore, the
beneficiation process, through the flotation process, is extremely efficient. The cut-off
grade for the Rotem mine is higher because the beneficiation process has a limited grinding and flotation system, and only medium to high-grade
phosphate can be fed (which is appropriate for the existing reserves at Rotem). The cut-off
grade for Zin is slightly higher than that of Oron because of the presence of marl and clay at Zin, which reduces the efficiency of the
enrichment process.
In
estimating the cut-off grade, resources and reserves, an average of the previous
three years’ market prices and operating costs are used for the assessment of economic potential.
ICL
Group Limited 149
In
estimating the cut-of grade, resources and reserves, an average of the previous three years’ currency exchange rates of NIS 3.34
and €0.89 per dollar as of December 31, 2022 are used in the assessment of economic potential.
Rotem,
Zin, and Oron – Summary of Phosphate Mineral Resources at the end of the fiscal year ended December 31, 2022, based on the following
three-year average FOB Ashdod market prices: $963 per tonne of green phosphoric
acid, $2,019 per tonne for WPA, $1,645 per tonne for MKP, and $206 per tonne for GSSP.
|
Category |
White Phosphate |
Low Organic Phosphate |
High Organic
Bituminous Phosphate |
Total |
Average Grade
(P2O5)
|
Cut-off Grades
(P2O5)
|
Metallurgical Recovery
(P2O5)
| ||
|
(millions of tonnes) |
|||||||||
|
Rotem |
Measured |
- |
- |
156.7 |
156.7 |
27.5% |
25% |
54% |
|
Indicated |
- |
- |
10.0 |
10.0 |
26.0% | |||
|
M + Ind |
- |
- |
166.7 |
166.7 |
27.4% | |||
|
Inferred |
- |
- |
- |
- |
- | |||
|
Zin |
Measured |
- |
3.0 |
35.7 |
38.7 |
26.8% |
23% |
56% |
|
Indicated |
- |
- |
- |
- |
- | |||
|
M + Ind |
- |
3.0 |
35.7 |
38.7 |
26.8% | |||
|
Inferred |
- |
- |
- |
- |
- | |||
|
Oron |
Measured |
- |
- |
70.0 |
70.0 |
27.5% |
20% |
59% |
|
Indicated |
- |
- |
- |
- |
- | |||
|
M + Ind |
- |
- |
70.0 |
70.0 |
27.5% | |||
|
Inferred |
- |
- |
- |
- |
- | |||
|
Total |
Measured |
- |
3.0 |
262.4 |
265.4 |
27.4% |
||
|
Indicated |
- |
- |
10.0 |
10.0 |
26.0% |
|||
|
M + Ind |
- |
3.0 |
272.4 |
275.4 |
27.3% |
|||
|
Inferred |
- |
- |
- |
- |
- |
| (1) |
Mineral Resources are reported exclusive of any Mineral Reserves.
|
| (2) |
All figures are rounded to reflect the relative accuracy of the
estimate, and numbers may not sum due to rounding. |
| (3) |
Mineral Resources for Rotem, Zin, and Oron are classified in accordance
with the Pan European Reserves and Resources Reporting Committee (PERC) Standard for Reporting of Exploration Results (2021).
|
| (4) |
The reported Mineral Resource estimate was constrained by limiting
polygons for the purpose of establishing reasonable prospects of economic extraction based on potential mining, metallurgical and processing
grade parameters identified by mining, metallurgical and processing studies performed to date on the project.
|
As
of December 31, 2022, ICL Rotem had 275.4 Mt of phosphate resources compared to 257.7 Mt as of December 31, 2021, an increase of 7%. The
Company is studying the optimal use of the Mineral Resources for the mines at Rotem, Zin, Oron and the mineral processing plant at Rotem.
It is common during technical and economic studies on Resources and Reserves to reclassify the applicable portion of the Reserves to Resources.
As such, 17.7 Mt of high organic and bituminous Reserves for fertilizer production was reclassified to Resources. The optimization study
and revised Resources and Reserves statement is expected to be ready towards the end of 2023.
ICL
Group Limited 150
The
Mineral Resources estimate for ICL Rotem is based on factors related to geological and grade models and the prospects of eventual economic
extraction. For further discussion of the material assumptions relied upon, please refer to Section 11.4 of the Technical Report Summary
filed as an exhibit to the 2021 Annual Report.
Mineral
Reserve Estimate
For
purposes of determining the cut-off grade, utilization and quantities parameters,
consideration was given to geology factors (continuity, structure), mining methods, mining dilution, plant utilization, technical feasibility,
operating costs, and historical, as well as current product prices. The parameters employed in the calculation are as follows: on site
tonnes (multiplying area by layer thickness and phosphate density), recoverable tonnes (tonnes of mineral which can be mined, taking into
account mining dilution), mineable tonnes (recoverable tonnes from which the tonnes produced are deducted), stripping ratio (the quantity
of waste removed per tonne of phosphate rock mined), planned dilution, cost per tonne for mining, cost per tonne including reclamation,
and unplanned dilution (7%-15% unplanned dilution is taken into account based on the data from the mining operation and the data from
problematic areas). Rotem Israel’s yearly mining plan is not determined by the minimum cut-off
grade, and fluctuations in commodity prices rarely affect its cut-off grade.
The
cut‑off grade calculations come from historical yield data and Rotem’s historical experience with mining. They are calculated
and modeled by its geologists, operation engineers and economists. The calculation takes the ore grade in‑situ, converts it into
extracted ore with ICL Rotem mining methods, and estimates the plant yield depending on the grade. Economic modeling then gives the cut‑off
figures currently used by ICL Rotem.
The proven reserves above the cut‑off grade were obtained from the calculated on‑site resources
taking into consideration the mining method, the rate of mining dilution, and in‑plant recovery, based on ICL Rotem’s historical
data. To convert the resources into reserves, an account is taken separately, of the mining dilution rate, mining method and geological
conditions, including historical yield data, based on the previous five years’ operational data. The mining dilution rate in the
Company's mines in Israel’s southern region is 2.5% and takes into account the continuity of the layers and the geological structure.
The quantity and grade of the calculated reserves are those that are expected to be transferred to the processing plant and are subject
to recovery indices in the utilization plant. Each of the three plants at the mines has been developed over the past few decades for the
optimum upgrading of the phosphate rock to concentrate ore containing typically 31% to 32% P2O5.
The conversion ratio for most of the phosphate layers is 1.8 tonnes for every 1 cubic meter, whereas a conversion ratio of 2.0 tonnes
per cubic meter is used for hard, calcareous beds. These factors are used based on experience and are considered to be reasonable.
The
Company continues to check the adaptation of 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 2023, the Company will further analyze additional types of
phosphate through RD, pilots, plant testing activities and other economic
feasibility assessments.
ICL
Group Limited 151
In
2019, additional areas in the Rotem mine were defined as low organic content. There was also a reassessment of the overburden ratio in
some areas of the mine. In addition, at the Oron mine, more precise mining was utilized. A potential area in Tamar field (part of the
Rotem mine) is being examined for suitable mining methods that could result in future additions to the Company reserves.
| • |
Oron mine: The life of the
mine at Oron is approximately 2.3 years based on a reserve of 6.1 million tonnes of white phosphate and an annual average mining rate
of 2.7 million tonnes white phosphate. The Oron reserves of low organic phosphate can be used as part of the future raw materials for
MGA production at ICL Rotem and for other downstream products. |
| • |
Rotem mine: The life of the
mine at Rotem is approximately 3.9 years based on reserves of nominally 7.0 million tonnes of low organic/low magnesium phosphate
(given the current annual mining volume). The low‑organic, low-magnesium phosphates are suitable for phosphoric acid production.
The annual average mining rate for the low-organic/low-magnesium phosphate at Rotem is 1.8 million tonnes per year. |
| • |
Zin mine: In mid-2020, the
Company discontinued the mining and processing activities at Zin, while the mine restoration at the site continues. When mining restarts,
the life of mine at Zin is expected to be approximately 6.9 years based on a reserve of 12.4 million tonnes of low organic phosphate and
an annual average mining rate of 1.8 Mt. The Zin reserves of low organic phosphate can be used as part of the future raw materials for
MGA production at ICL Rotem and for other downstream products. |
Rotem,
Zin, and Oron – Summary of Phosphate Mineral Reserves at the end of the Fiscal Year Ended December 31, 2022, based on the following
three-year average FOB Ashdod market prices: $963 per tonne of green phosphoric acid, $2,019 per tonne for WPA, $1,645 per tonne for MKP,
and $206 per tonne for GSSP.
|
Category |
White Phosphate |
Low Organic Phosphate |
High Organic Bituminous Phosphate
|
Total (Mt) |
Average Grade
(P2O5)
|
Cut-off Grades
(P2O5)
|
Metallurgical Recovery
(P2O5)
| |
|
(millions of tonnes) | ||||||||
|
Rotem |
Proven |
- |
7.0 |
11.6 |
18.6 |
28.1% |
25.0% |
54% |
|
Probable |
- |
- |
- |
- | ||||
|
Zin |
Proven |
- |
12.4 |
- |
12.4 |
24.8% |
23.0% |
56% |
|
Probable |
- |
- |
- |
- | ||||
|
Oron |
Proven |
6.1 |
3.0 |
- |
9.1 |
23.1% |
20.0% |
59% |
|
Probable |
- |
- |
- |
- | ||||
|
Total |
Proven |
6.1 |
22.4 |
11.6 |
40.1 |
25.9% |
||
|
Probable |
- |
- |
- |
- |
| (1) |
All figures are rounded to reflect the relative accuracy of the
estimate, and numbers may not sum due to rounding. |
| (2) |
Mineral Reserves for Rotem, Zin, and Oron are classified in accordance
with the Pan European Reserves and Resources Reporting Committee (PERC) Standard for Reporting of Exploration Results (2021). |
As
of December 31, 2022, ICL Rotem had 28.5 Mt of white and low organic phosphate reserves (suitable for acid production), compared to 32.5
Mt as of December 31, 2021, a decrease of 12%. This decrease was due to depletion arising from mining at Rotem and Oron.
ICL
Group Limited 152
High
organic bituminous phosphate reserves (suitable for fertilizer production) at Rotem increased from 10Mt to 11.6 Mt (an increase
of 16%) due to additional areas of bituminous (0.6 Mt) and Hatrurim high Mg (1.0 Mt), partially offset by depletion from mining. At Zin
there was a reduction of Reserves due to the transfer from Reserves to Resources, as previously mentioned.
Assumptions
regarding the technical parameter analysis, forecasted product prices, production costs, permitting decisions, or other factors may positively
or negatively affect reserves estimates.
Logistics
Most
of ICL’s products, whether in a solid or liquid state, are transported in bulk from Rotem and Oron by road or rail to either the
Ashdod port or by road to the Eilat port. From Eilat, ICL’s products are transported by ship to markets in Asia Pacific, and from
Ashdod, they are transported by ship to Europe, South America and the US.
Within
the Rotem site, there is a rail loading facility that typically loads up to 30 wagons for each delivery. Approximately 1.35 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 50 thousand
tonnes are transported by road to the port of Eilat.
ICL
Tovala is responsible for transporting phosphate rock between processing facilities in road-going rigid trucks and trailers. Each trailer
has a payload of 40 tonnes. In 2022, about 1.5 million tonnes of phosphate rock were transported from the Oron processing plant 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 at a
distance of 5 kilometers. At the depot, it is loaded into rail cars and then transported to Mishor Rotem.
ICL
Group Limited 153
Dead
Sea Works
Overview
Figure 5 : Location of the DSW, Rotem,
Oron and Zin Properties (Israel)
Dead
Sea Works Ltd (DSW) is located on the south-west shore of the Dead Sea’s southern basin. 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.
Water
from the northern Dead Sea basin is pumped into evaporation ponds, which cause
the carnallite to precipitate out of solution, sink and deposit on the bottom of the ponds. A barge harvests the carnallite and pumps
this solution to processing facilities located at the southern end of the site.
DSW
is located alongside Highway 90 which runs broadly north – 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 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 on 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.
ICL
Group Limited 154
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 are 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. Pursuant to section 24 (b) of the Supplement
to the Concession Law, it is stated that capital investments made during the 10-year period prior to the end of the concession require
the prior consent of the 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 plant will not be unreasonably
delayed or denied. In 2020, an agreement was concluded between the Company and the Israeli 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 Israeli 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, on addition to regular income tax.
For
further information regarding ICL Dead Sea royalties, tax and other matters, see Notes 15 and 18 to our Audited Financial Statements and
“Item 3 - Key Information— D. Risk Factors.
Operations
The
concentration of minerals extracted from the Dead Sea (including potash and bromide), constituting the 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 436 meters
below sea level. As a result, the Dead Sea is divided into two parts: the natural Northern Basin and the Southern Basin where dams and
artificial evaporation ponds have been constructed.
The
production process begins with the pumping of brine from the Northern Basin into the evaporation ponds in the Southern Basin (about 15
kilometers) using the Company’s pumping station. In 2022, ICL pumped approximately 473 million cubic meters of water from the Northern
Basin into the evaporation ponds, of which, approximately 310 million cubic meters of brine were returned at the end of the process to
the Northern Basin. In 2022, the Company produced approximately 4.0 million tonnes of potash from the Dead Sea, as well as 178 thousand
tonnes of bromine, 21.5 thousand tonnes of metal magnesium, 104 thousand tonnes of salt and 137 thousand tonnes of solid magnesium chloride.
ICL
Group Limited 155
Due
to the constant decline in the water level (annual average of over 1 meter which has been recorded in recent years), in 2022, the P-88
pumping station was replaced after 21 years of service drawing water from the Northern Basin. During 2021, all the pumping units were
assembled, work on raising at settling basin to allow for extensive ground settlement was completed, and the new P-9 pumping station began
operating in early 2022.
The
evaporation ponds extend over an area of approximately 150 square kilometers and are divided into two sub systems – 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 in the series of ponds, at approximately 80 square kilometers. 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 prevention of 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 and operate Pond 5, the dyke was raised several
times during the last 50 years. In 2013, a project that aimed to minimize the seepage from the northern dyke was completed. As part of
the project, sheet piles were inserted up to a depth of 33 meters into the ground along a length of 18.6 kilometers. The evaporation processes
give rise to concentration of the 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 the continued evaporation,
the carnallite precipitates. Carnallite is the raw material used for production of potash, metal magnesium and chlorine. The carnallite
is harvested by floating barges and is sent, as slurry, to our production plants. The brine from the end of the carnallite ponds is used
as a raw material in the production of bromine and magnesium chloride.
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. Since the solutions' level maximum height (15.1 meters) was reached at the end of
2021, from 2022 onwards, the solutions' volume in Pond 5 is preserved by way of harvesting the salt ("the Permanent Solution" and/or "the
Salt Harvesting Project").
Rising
of 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 located along the western shoreline of the Pond. Until
the end of 2020, the preservation of the water level in Pond 5 at its maximum height was conducted through a joint project of the Dead
Sea Preservation Government Company Ltd., and DSW (which financed 39.5% of the project's cost), for construction of coastline defenses,
as part of which the dyke along the western beachfront of Pond 5, across from
the hotels, was raised, together with a system for lowering subterranean water.
The construction work with respect to the hotels' coastline was completed and currently the Dead Sea Preservation Government Company Ltd.
is conducting landscaping work in the intermediate area between two hotel complexes.
ICL
Group Limited 156
A
"Permanent Solution" was established in the agreement with the Government of Israel in 2012, aiming to provide a defense at least until
the end of the current concession period in 2030. The purpose of the agreement was, among others, to provide a permanent solution for
the rising water level in Pond 5 and stabilizing it 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, without the Company having violated
its obligations, the Company will be permitted to request raising of the water level above 15.1 meters.
The
Company and the State of Israel bear 80% and 20% respectively, of the cost of the Salt Harvesting Project. However, the State's share
will not exceed NIS 1.4 billion.
In
2015 and 2016, the National Infrastructures Committee and the Israeli Government, respectively, approved National Infrastructures Plan
35A (hereinafter – the Plan), which includes the statutory basis for establishing the Salt Harvesting Project in Pond 5, and construction
of the P-9 pumping station in the Northern Basin of the Dead Sea. As of the reporting date, the water level in Pond 5 remains stable due
to the implementation of the salt harvesting project. In addition, in 2022 the P-9 pumping station commenced operation.
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 constantly 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 continuous 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 from the Jordan river to the Northern basin and evaporation, including
evaporation from the ponds of ICL and Arab Potash Company (APC) for 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 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 sinkholes when they appear.
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 in order to find solutions for preventing or retarding 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. All work is being implemented with full cooperation from 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.
ICL
Group Limited 157
Since
2018, the Company has also been operating a new cogeneration power station in Sodom, Israel. This power station supplies electricity and
steam required to support the production of ICL's plants at the Sodom site and 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
is operating the power station concurrently with the older power station, which will continue to operate on a limited basis as a "hot
back up". Due to the new plant's operation by natural gas, high efficiency and advanced pollution reduction technologies, the new plant
also allows for significant reductions 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, 2022, 2021 and 2020:
|
Production (kt) | |||
|
2022 |
2021 |
2020 | |
|
Potash |
4,011
|
3,900 |
3,960 |
|
Compacting plant |
1,561
|
1,858 |
1,707 |
|
Bromine |
178
|
182 |
171 |
|
Cast Mg |
22
|
18 |
18 |
Property
Value
As
of December 31, 2022, the overall book value of the property, plant and equipment of ICL Dead Sea, as presented in its financial statements,
amounted to about $6 billion, which is based on Replacement Cost accounting (as used assets) and supported by an opinion from an independent
appraiser.
The
Company believes that the applied Replacement Cost Methodology used in the opinion for estimating 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.
ICL
Group Limited 158
Mineral
Resource Estimate
DSW
is not a typical mining operation with a finite Mineral Resource, explored by drilling, that is estimated and classified. It is also not
a typical solution mining operation that would require an assessment of porosity and fluid flow. 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,
given that there are certain engineering, licensing, and environmental constraints. The Mineral Resource estimate is therefore based on
the following steps:
| 1. |
Determination of the pumping rate of brines from the northern Dead
Sea area to the lagoons. |
| 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.
|
| c. |
Ability to predict consistency of split into various products.
|
| 3. |
Determination of Mineral Resource classification is based upon:
|
| a. |
Any variation in supply composition.
|
| b. |
Any variation in return flow of brines to the northern Dead Sea
basin to assess efficiency and consistency of process. |
| c. |
Variation in precipitation of mineral amounts.
|
| d. |
Accuracy of sonar measurements in determining reconciliation.
|
| 4. |
Consideration of the length of extraction license held by ICL
|
| 5. |
Assessment of potential changes to any of the above factors during
the remaining length of the license. |
Mineral
Resources must have reasonable expectations of eventual economic extraction. Therefore, in assessing Mineral Resources for DSW we also
consider the length of the license allowing abstraction of waters from the northern Dead Sea basin to DSW.
It
is also important to consider future external impact on what is a dynamic hydrological system. The primary factor that could impact the
source brines is the continuing descent in the sea level of the northern basin of the Dead Sea and its potential effect on the chemistry
of the Dead Sea water. Water deficit, because of reduced inflow, has the result of changing chemistry of the remaining brine. The concentration
of KCl has increased over time (at an annual rate of +0.05% over 20 years) and the concentration of NaCl has decreased because of halite
deposition in the northern Dead Sea basin. This reduction in water level with associated changes in water chemistry are predicted to continue.
In
estimating the cut-off grade, resources and reserves, an average of the previous three years’ market prices of $369 FOB per tonne
as of December 31, 2022, and operating costs are used for the assessment of economic potential.
In
estimating the cut-off grade, Resources and Reserves, an average of the previous three years’ currency exchange rates of NIS 3.34
per dollar as of December 31, 2022, is used in the assessment of economic potential.
ICL
Group Limited 159
DSW
- Summary of Potash Mineral Resources at the end of the fiscal year ended December 31, 2022, based on a three-year average price used
to calculate the resources and reserves: $369 FOB per tonne.
|
Classification |
Product |
Amount
(Mt) |
Grades/qualities
(KCl) |
Cut-off Grades
(KCl) |
Metallurgical Recovery
(KCl) |
|
Measured |
KCl |
225 |
20% |
n/a |
100% |
|
Indicated |
KCl |
1,500
|
20% | ||
|
Measured + Indicated |
KCl |
1,725 |
20% | ||
|
Inferred |
KCl |
445 |
20% | ||
|
Total |
KCl |
2,170 |
20% |
| (1) |
Potential brine volume is based upon the dynamic brine chemistry,
estimated pumping rate from the Northern Dead Sea Basin multiplied by the potential extraction period until the year 2133. |
| (2) |
Mineral Resources are reported exclusive of any Mineral Reserves.
|
| (3) |
All figures are rounded to reflect the relative accuracy of the
estimate, and numbers may not sum due to rounding. |
| (4) |
Mineral Resources for the DSW are classified in accordance with
the Pan European Reserves and Resources Reporting Committee (PERC) Standard for Reporting of Exploration Results (2021). |
As
of December 31, 2022, DSW had 2,170 million tonnes of potash resources, which
is unchanged since December 31, 2021, as there have been no upgrades of resources
to reserves as no further geological or hydrological studies have been conducted in 2022. The Mineral Resources estimate for DSW is based
on factors related to predictive models following assumed water inflow to the Dead Sea,
as well as the prospects of eventual economic extraction. For further discussion of the material assumptions relied upon, please refer
to Section 11.5 of the Technical Report Summary filed as an exhibit to the 2021 Annual Report.
Mineral
Reserve Estimate
DSW
– Summary of Potash Reserves at the end of the fiscal year ended December 31, 2022, based on a three-year average price used to
calculate the resources and reserves: $369 FOB per tonne.
|
Amount (Mt) |
Grades/qualities (KCl) |
Cut-off grades
(KCl) |
Metallurgical recovery
(KCl) |
|
Proven mineral reserves |
159.5 |
20% |
n/a |
100% |
|
Probable mineral reserves |
- |
- | ||
|
Total mineral reserves |
159.5 |
20% |
| (1) |
All figures are rounded to reflect the relative accuracy of the
estimate, and numbers may not sum due to rounding. |
| (2) |
Mineral Reserves for the DSW are classified in accordance with the
guidelines of the PERC Code (2021). |
As
of December 31, 2022, DSW had 159.5 million tonnes of potash reserves compared to 172 million tonnes as of December 31, 2021, a decrease
of 7% due to ongoing extracting operations. 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, which is assumed to occur
for purposes of calculating the reserves; an extension would increase reserves), or other relevant factors that may positively or negatively
affect the reserve estimate. For further discussion of the material assumptions relied upon, please refer to Section 12.5 of the Technical
Report Summary filed as an exhibit to the 2021 Annual Report.
ICL
Group Limited 160
The
current life of the mine based on the current concession at DSW is nominally 7.25 years (to March 31, 2030) based on the Mineral Reserve
of 159.5 million tonnes and the current annual mining rates. “Mining” is set at 100% recovery and 0% planned dilution.
Logistics
The
potash produced at ICL’s Dead Sea facilities is transported 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, or to the
Eilat port by truck. Metal magnesium is transported by means of containers that are loaded on trucks from the Company's site in Sodom
to the railhead at the Tzefa site. Thereafter, the Company transports the containers to the Haifa/Ashdod ports by means of train.
The
port of Eilat is in the far south of Israel on the Red Sea coast. It is approximately 200 kilometers from Sodom and is accessible by road.
Shipments exiting the Eilat port are to India and Asia Pacific, whereas sales to Europe, South America and the US exit from the Ashdod
port.
YPH
China
Overview
Yunnan
Phosphate Haikou (YPH), ICL's subsidiary in China, which is equally owned with Yunnan Phosphate Chemicals Group Corporation Ltd. ("YYTH"),
holds two phosphate mining licenses that were issued in 2015 by the Division of Land and Resources of the Yunnan district in China: (1)
a mining license for the Haikou Mine (hereinafter – Haikou) which the Company operates and which is valid until January 2043, and
(2) a mining license for the Baitacun Mine, which is valid until April 2023. In 2022, the Company completed a risk survey to assess the
feasibility and profitability of the mining site 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
mine, wherein the mining activities have not yet commenced, is located several kilometers from the Haikou mine.
The
Haikou mine has been in operation since 1966 and the concession block is spread over 9.6 square kilometers. The Haikou mine is divided
into four blocks. The phosphate sources in blocks 1 and 2 have almost been fully depleted. The mining in block 3 began
in 2015 and the mining activities in block 4 began at the end of 2017.
ICL
Group Limited 161
Figure 6 : Location of Haikou Mine
(China)
Mining
Concessions and Lease Agreements
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.
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.
YPC
has undertaken that YPH’s mining rights in the Haikou mine will not be adversely affected by the above-mentioned agreements. It
was decided that YPH should conduct further communications with YPC and Lindu Company for the purpose of protecting its legal rights and
to urge the parties to reach a fair, just, and reasonable solution to this issue as soon as possible.
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 phosphate deposits at both mines 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 less economically significant, varies from 2 to 9 meters and is about 6.1 meters on average. The mining is executed
based on layers and quality thereof. Each layer has 3 quality categories: Grade I (highest grade) 30% P2O5,
Grade II- 24%-30% P2O5
and Grade III- 15%-24% P2O5.
Structurally, the Haikou mine is moderately complex, which requires precision mining that is accomplished through use of relatively small
mining equipment. The phosphate is covered by hard rock layers that require blasting, except for the upper ground level, which is removed
and used for reclamation of the mined areas. The phosphate layers are also partially hard and require blasting.
ICL
Group Limited 162
The
mining in the Haikou Mine is via open mining using conventional methods, by means
of drilling and blasting, hydraulic excavators, mining trucks and tractors for mining phosphates.
Phosphate
ore is trucked to on-site processing facilities, where it is processed to produce
concentrates which are transported to the on-site chemical processing plant (“3 Circle” or “3C”) for processing
into saleable products including fertilizers and phosphoric acids. The 3C chemical plant is part of YPH. The saleable products are transported
by railway to the ports of Fangchengang and QinZhou.
Mining
is undertaken in three stages. In the first stage, mining of the upper ground level is stripped and stored or spread out over mined areas
for purposes of reclamation. In the second stage, drilling, blasting, and stripping of the upper overburden level is executed. In the
third stage, mining of phosphate is performed by drilling and blasting every layer separately (between which an interburden layer exists
with a thickness of 11 meters which is also drilled, blasted and stripped) and the phosphate is then loaded onto trucks and transported
to beneficiation plants. 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 scrubbing. 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. |
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. The upper phosphate layer is in turn overlain by hard siliceous dolomite and the lower
phosphate layer is underlain by dolomite.
Based
on the patches' appearance of the medium and high-grade phosphate, the mining is performed through use of small mining equipment, trucks
with a capacity of 40 tonnes and excavators with a bucket capacity of 3 to 6 cubic meters.
The phosphate is low organic type, and as such it is suitable for phosphoric acid production. Close to
the Haikou mine, there are two beneficiation plants for: flotation and scrubbing.
Separate processing plants are used for each stage of beneficiation and produce a concentrate at a minimum grade of 28.5% P2O5
that is pumped to the 3C chemical processing plant via a 6.5 km pipeline. These facilities are accessible by roads, and the scrubbing
plant is accessible by roads and train. The output of these facilities is designated for the production plants of acids and fertilizers,
located several kilometers from the Haikou mine, which include four sulphuric acid factories, three green phosphoric acid factories, one
factory for manufacture of technical grade white phosphoric acid, one factory for manufacture of food grade white phosphoric acid and
an additional six fertilizer factories. These factories are powered by electricity generated from the sulphuric acid production process,
as well as from the national power network. These facilities have been continuously developed and maintained for the last 40 years and
are in good condition. The access to the production site is also by road and train.
ICL
Group Limited 163
In
2021, the production capacity at Haikou increased due to completion of several projects, including the flotation expansion project.
As of the date of this report, capacity increased to 3.4 million tonnes per year, with a capacity to produce 2.2 million tonnes of concentrate
per year. In addition, there are two tailings storage facilities (TSFs) that include the Flotation TSF, which receives tailings produced
by the flotation plant, and the Gypsum TSF which 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.
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, 2022, 2021 and 2020:
|
Year Ended December 31
| |||
|
2022 |
2021 |
2020 | |
|
Tonnes mined (kt) |
3,223
|
2,656 |
2,400 |
|
Grade (% P2O5
before/after beneficiation) |
22% / 28%
|
21% / 28% |
21% / 29% |
| (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, 2022, 2021 and 2020:
|
Product Produced after processing
at Haikou (kt) | |||
|
2022 |
2021 |
2020 | |
|
Phosphate Rock * |
2,497
|
2,194 |
2,044 |
|
Green Phosphoric Acid |
676
|
673 |
632 |
|
Fertilizers |
611
|
612 |
584 |
|
White Phosphoric Acid |
94
|
83 |
71 |
|
Specialty Fertilizers |
92
|
76 |
55 |
*Figures
relate to mined tonnes that are partially processed and include enriched crushed rock
Property
Value
As
of December 31, 2022, the overall book value of the property, plant and equipment of Haikou amounted to about $306 million.
ICL
Group Limited 164
Mineral
Resource Estimate
In
estimating the cut-off grade, resources and reserves, an average of the previous
three years’ market prices and operating costs are used for the assessment of economic potential.
In
estimating the cut-off grade, reserves and resources, an average of the previous three years’ currency exchange rates of 6.69 RMB
per dollar as of December 31, 2022, is used for the assessment of economic potential.
YPH Haikou – Summary of Phosphate Mineral Resources at the end of the fiscal year ended December
31, 2022, based on the following three-year average market prices used to calculate the resources and reserves: $453 per tonne for green
phosphoric acid (MGA), $1,270 per tonne for white phosphoric acid (WPA), $1,175 per tonne for MKP, $283 per tonne for GTSP, $371 per tonne
for NPS, $312 per tonne for MAP 55% and $698 per tonne for MAP 73%.
|
Measured |
Indicated |
Measured + Indicated |
Inferred |
Cut-off Grades
(P2O5)
|
Metallurgical Recovery
(P2O5)
| |||||
|
Mining Area |
Mt |
(P2O5)
|
Mt |
(P2O5)
|
Mt |
(P2O5)
|
Mt |
(P2O5)
| ||
|
Block 1 and 2 |
0.7 |
23.0% |
0.02 |
22.4% |
0.7 |
23.0% |
- |
- |
15.0% |
89.3% |
|
Block 3 |
1.6 |
22.0% |
2.2 |
24.1% |
3.8 |
23.2% |
- |
- | ||
|
Block 4 |
0.7 |
22.4% |
0.2 |
23.1% |
0.9 |
22.5% |
0.2 |
20.0% | ||
|
Total |
3.0 |
22.3% |
2.3 |
24.0% |
5.3 |
23.0% |
0.2 |
20.0% |
| (1) |
Mineral Resources are reported on a dry in-situ basis and are exclusive
of Mineral Reserves. |
| (2) |
All figures are rounded to reflect the relative accuracy of the
estimate, and numbers may not sum due to rounding. |
| (3) |
Mineral Resources for Haikou are classified in accordance with the
Pan European Reserves and Resources Reporting Committee (PERC) Standard for Reporting of Exploration Results (2021).
|
| (4) |
The reported Mineral Resource estimate was
constrained by limiting polygons for the purpose of establishing reasonable prospects of economic extraction based on potential mining,
metallurgical and processing grade parameters identified by mining, metallurgical and processing studies performed to date on the project.
A minimum cut-off grade of 15% P2O5
has been applied for reporting purposes. |
As
of December 31, 2022, Haikou had 5.46 Mt of phosphate resource which is unchanged since December 31, 2021,
as there have been no upgrades of resources to reserves and no further exploration drilling. The mineral resources estimate for Haikou
is based on factors related to geological and grade models and the prospects of eventual economic extraction. For further discussion of
the material assumptions relied upon, please refer to Section 11.6 of the Technical Report Summary filed as an exhibit to the 2021 Annual
Report.
Mineral
Reserve Estimate
Haikou
mine has 54.5 million tonnes (after deduction of 4.7%: losses 2.8% and dilution 1.9%) of proven reserves of phosphate rock, located in
4 separated blocks (blocks 1-4). The annual average production rate is around 2.45 million tonnes (in 2022 - 3.22 million tonnes were
mined). The proven reserves are sufficient for a mine life of approximately 22 years.
The average quality of phosphate is around 21.8% P2O5
and is divided into 3 grades: Grade I (highest grade) 30% P2O5,
Grade II- 24-30% P2O5
and Grade III- 15-24% P2O5.
Around 20% of the phosphate has 27% P2O5
and is usually 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 processing plant prior to application of metallurgical
recovery. The average metallurgical recovery through the processing plant is 89.3%.
ICL
Group Limited 165
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 (28.5% P2O5),
which is the average quality required to produce phosphoric acid in the Yunnan region. In practice, the Haikou mine can process and use
all the phosphate that exists in the deposit. The phosphate layers’ borders are physically well defined and have low P2O5
content (usually around 5%). All phosphate rock above the cut-off grade is mined.
The
reported Mineral Reserve estimate was constrained by pit designs and includes diluting materials and allowances for losses. All Proven
Reserves were derived from the Measured Mineral Resource classification, and all Probable Reserves were derived from the Indicated Mineral
Resource classification only. 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.
The
following table sets forth the estimated phosphate reserves at the Haikou Mine as of December 31, 2022:
YPH
Haikou – Summary of Phosphate Mineral Reserves, at the end of the fiscal
year ended December 31, 2022, based on the following three-year average market prices used to calculate the resources and reserves: $453
per tonne for green phosphoric acid (MGA), $1,270 per tonne for white phosphoric acid (WPA), $1,175 per tonne for MKP, $283 per tonne
for GTSP, $371 per tonne for NPS, $312 per tonne for MAP 55% and $698 per tonne for MAP 73%.
|
Category |
Low Organic Phosphate
(Mt) |
Average Grade
(P2O5)
|
Cut-off Grade
(P2O5)
|
Metallurgical Recovery
(P2O5)
|
|
Block 1+ 2 |
Proven |
6.1 |
21.8% |
15% |
89.3% |
|
Probable |
- |
- | |||
|
Block 3 |
Proven |
37.3 |
21.9% | ||
|
Probable |
- |
- | |||
|
Block 4 |
Proven |
11.1 |
21.2% | ||
|
Probable |
- |
- | |||
|
Total |
Proven |
54.5 |
21.8% |
||
|
Probable |
- |
- |
| (1) |
All figures are rounded to reflect the relative accuracy of the
estimate, and numbers may not sum due to rounding. |
| (2) |
Mineral Reserves reported on a dry basis delivered to the processing
plant primary crusher. |
| (3) |
Mineral Reserves for Haikou are classified in accordance with the
Pan European Reserves and Resources Reporting Committee (PERC) Standard for Reporting of Exploration Results (2021).
|
As
of December 31, 2022, Haikou had 54.5 Mt phosphate reserves compared to 57.7 Mt as of December 31, 2021, a decrease of 6%. This decrease
was due to depletion from mining. Assumptions regarding the technical parameter analysis, forecasted product prices, production costs,
permitting decisions, or other factors may positively or negatively affect the reserves estimates.
ICL
Group Limited 166
Logistics
YPH
holds the Haikou mine, several factories for production of various types of fertilizers located close to the Haikou mine and two plants
for production of downstream products – one located close to the Haikou mine and the fertilizers factory and the other in proximity
to the Kunming airport.
Most
of the transport of raw materials from the Haikou mine to the acid factories is executed via pipeline (slurry), whereas a small part of
the raw rock is transported by trucks.
Most
of the outputs are sold to the local market in north China and are transported from the fertilizers' factory directly to the customers,
by train or marine shipment, mainly from two exit ports, QinZhou port and Fangchengang,
while a small part of the output sold is transported to customers in the Yunnan region. Fangcheng port and Zhanjiang port are also used
for importing sulphur, in the amount of 622 thousand tonnes per year, subject
to YPH’s demand and existing sources.
Item 4A
– UNRESOLVED STAFF COMMENTS
Not
Applicable.
ICL
Group Limited 167
Item 5
– FINANCIAL RESULTS AND BUSINESS OVERVIEW
A. OPERATING
RESULTS
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 flows, diversify sources
of finance, strengthen our financial position, and optimize efficiency and minimize costs.
The
following table sets forth the total Government Takes (GT) the Company had paid to the State of Israel in 2022, 2021 and 2020:
|
Year Ended December 31, |
$ millions |
NIS millions |
|
2022 |
1,488 |
4,988 |
|
2021 |
507 |
1,636 |
|
2020 |
346 |
1,192 |
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.
In
2022 and 2021, about 3% and 4%, respectively, of our total sales derived from sales in Israel. In 2022 and 2021, about 44% and 49%, 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 2022.
Trends
affecting our operating expenses
Energy expenses accounted for approximately 7% and 6% of our total operating costs in 2022 and 2021, respectively,
a year-over-year increase of approximately 24%. The increase was mainly related to several expenses: electricity expenses in 2022
and 2021 amounted to $195 million and $147 million, respectively, comprising 45% and 42%, respectively, of our total energy expenses.
Natural gas expenses in 2022 and 2021 amounted to $167 million and $131 million, respectively, comprising 39% and 38%, respectively, of
our total energy expenses. Oil and oil products expenses in 2022 and 2021 amounted to $22 million and $17 million, respectively, each
accounting for 5% of our total energy expenses.
ICL is one of the largest natural gas consumers in Israel and has taken 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”.
ICL
Group Limited 168
Marine
transportation expenses in 2022 and 2021 amounted to approximately $371 million and $369 million, respectively, for each year comprising
6% of our total operating costs. The increase is primarily attributed to an increase in marine transportation prices.
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 shekel 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 2022, the Company’s operational results were negatively impacted mainly by the depreciation of the euro against the US dollar,
partially offset by the depreciation of the Israeli shekel and the British pound 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".
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 drives 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 the
developments in the markets in which we operate. See “Item 11 - Quantitative and Qualitative Disclosures about Market Risk”.
Trends
affecting our segments
Tight
supply and demand dynamics led to a sharp increase in global inflation in 2022, mainly driven by soaring energy and food prices. While
inflation moderated somewhat in the fourth quarter of the year, it remains high.
Central banks across the globe increased interest rates as part of their monetary policy to fight inflation.
Aggressive interest rate hikes by the US Federal Reserve also boosted the value of the dollar against most currencies.
The increased cost of living as well as geopolitical tensions have led to a mood of economic pessimism,
uncertainty and tightening of global demand. Growth has tempered and weak economic momentum is expected to continue in the first half
of 2023. The global economy continues to face challenges and the geopolitical situation remains uncertain.
In
downstream markets, geopolitical tensions and extreme weather conditions in some regions tightened global grain stocks to decade lows
in 2022. After a period of soaring prices during the first half of the year, grain prices decreased in the second half of the year, while
remaining elevated and supportive which improved farmers’ sentiment toward the end of the year.
The Ukraine-Russia Conflict which began in February 2022 sent prices higher with costs for energy, crops,
metals, and fertilizers affected by the conflict. Supply was disrupted from Russia, Belarus and Ukraine to Europe and China.
Fertilizer
markets faced uncertainty over the ability of Russian exports to reach international market, exacerbated by a lack of Belarusian potash
(following sanctions implemented in the second half of 2021), as well as by China’s export restrictions on nitrogen and phosphate
and unprecedented natural gas price increases in Europe.
ICL
Group Limited 169
Due
to rapidly increasing prices in the first half of 2022, fertilizer consumers adjusted their buying patterns, delaying, reducing and in
some cases skipping application due to affordability issues. A build-up of stocks in the US and Brazil toward the end of the year, led
to downward pressure on potash and phosphate prices.
Trends affecting Industrial Products segment
The
operations of ICL's Industrial Products segment are largely affected by the levels of activity in the electronics, construction, automotive,
oil drilling, furniture, pharmaceutical, agro, textile and water treatment markets.
In
2022, about 50% of the worldwide use of bromine was for flame retardants, about 20% was for clear brine fluids and the remainder was used
for intermediates, industrial uses, water treatment and other uses.
In
2022, ICL sold approximately 236 thousand tonnes of bromine compounds (decrease of 10% compared to 2021), 57 thousand tonnes of phosphorus
compounds (decrease of 35% compared to 2021), 41 thousand tonnes of magnesia and calcium products (decrease of 5% compared to 2021) and
323 thousand tonnes of Dead Sea salts (decrease of 3% compared to 2021).
In 2022, the Industrial Products segment achieved all-time records of annual sales and operating income,
driven by strong demand for the segment's products, mainly in the first half of 2022, where the segment experienced continued 2021 recovery
with high demand and high selling prices in most markets. This can be attributed to several factors including the record high bromine
price in China, strong demand for bromine-based flame retardants, and the continued recovery in oil prices leading to renewal of drilling
activities. During the second half of 2022, the segment started to experience soften demand in most markets, mainly for flame retardants
driven by global economic slowdown. A trend that is expected to continue into the beginning of 2023.
In
December 2022, ICL launched FruitMag™, a sustainable solution for post-harvest
citrus fruit treatment. This innovative offering is mineral-based and fungicide free. By using a food-grade magnesia product, ICL is able
to eliminate toxic materials and reduces product losses, while increasing shelf life.
Below
are the trends of the business line’s main activities:
Flame
retardants: The first half of 2022 was characterized by high demand across all applications, mainly driven by strong demand in
most end markets such as electronics, building construction, automotive and textile. The second half of 2022 was characterized by
soft demand in all markets mainly for printed circuit boards which is correlated with high inventory level in the electronic market.
Demand
for ICL’s phosphorus-based flame retardants began robustly in the first half of 2022. China authorities allowed the reopening of
some facilities in 2022; along with, the start-up of new facilities to bring Chinese capacity to or near pre-pandemic levels. In addition,
softening demand in the fourth quarter contributed to weak second half 2022 sales.
The trend of pressure exerted by “green” organizations in the area of environmental protection
to reduce the use of bromine-based flame retardants continues. On the other hand, development and commercialization of new sustainable
polymeric or reactive bromine-based flame retardants, along with new fire safety regulations in developing countries and as part of new
growing global trends, are serving to increase the use of these products.
ICL
Group Limited 170
Elemental
bromine: The first half of 2022 was characterized by high demand for elemental bromine mainly for bromine-based flame retardants
and agrochemicals intermediates. During the second half of the year, demand softened following global economic dynamics.
Clear
brine fluids: High oil prices led to recovery and renewal of drilling activities in several global regions and higher year-over-year
demand. The Industrial Products segment enjoyed the advantage of excess capacity and storage capability in the Gulf of Mexico, allowing
it to respond immediately to emerging needs. By the end of 2021, ICL supplied clear brine fluids to the United Arab Emirates, directly
from Israel for the first time. ICL intends to increase its clear brine fluid sales to the Emirates during 2023, as the demand in this
area is expected to grow.
Inorganic
bromides: Demand returned for Mercury emissions control, supported by a shortage of natural gas which resulted in many power plants
in the US and Europe switching back to coal as their primary energy source. In addition, during the first half of 2022, there was increased
demand for HBr for the Purified Terephthalic Acid (PTA) market, mainly in China, following growth in the GDP. Higher BOIs sales were due
to high demand in the agro pharma markets, together with low supply from China.
Phosphorus-based industrial compounds: ICL faced strong demand due
to supply disruptions of the main raw material as well as higher demand, which is attributed to recovery of the aviation sector after
the Covid-19 lockdowns in 2021. In addition, during 2022 there was higher demand for power plants fluids following maintenance shutdowns
that were postponed from 2020 to 2021-2022, which was necessary to cope with the increase of private consumption and the shortage of natural
gas.
Magnesia
and calcium products: Most magnesia and calcium product lines were sold out, due to strong
demand from dietary supplements and pharmaceutical end-markets, and as selling prices continued to increase.
Solid MgCl2: Using MgCl2
as a prime deicer continue to increase moderately. At the beginning of the year, we experienced extremely high sea transportation costs,
which led to non-delivery of MgCl2 to the US, resulting in very low sales during the winter season. Over the year, MgCl2 was transported
by break bulk shipments, which enabled us to meet pre-season sales and accumulate inventory for the next winter.
Pure
and packed KCl: The segment experienced high demand for its KCl for industrial and food
applications, while prices increased significantly due to a shortage of supply.
ICL
Group Limited 171
Trends
affecting the Potash segment
During 2022 rice, soybean, corn, and wheat prices increased by 14.1%, 11.4%, 10.1%, and 5.2%, respectively.
These price increases are derived from the Ukraine-Russia Conflict which commenced in February 2022. In the second half of the year, crop
prices decreased due to exports from Ukraine and Russia but remained at a higher level throughout 2022.
In
addition, the WASDE report, published in January 2023, further supported the above while showing a decrease in the expected ratio of the
global inventories of grains to annual consumption to 27.5% for the 2022/23 agriculture year (compared to 28.3% and 29.2% for the previous
two agriculture years respectively).
Global
potash market - average prices and imports:
|
Average prices |
2022 |
2021 |
VS 2021 |
|
Granular potash – Brazil |
CFR spot
($ per tonne) |
857 |
534 |
60.5% |
|
Granular potash – Northwest Europe |
CIF spot/contract
(€ per tonne) |
793 |
361 |
119.7% |
|
Standard potash – Southeast Asia |
CFR spot
($ per tonne) |
785 |
389 |
101.8% |
|
Potash imports |
||||
|
To Brazil |
million tonnes |
11.1 |
12.6 |
(11.9)% |
|
To China |
million tonnes |
7.9 |
7.6 |
3.9% |
|
To India |
million tonnes |
2.3 |
2.5 |
(8.0)% |
Sources:
CRU (Fertilizer Week Historical Price: January 2023), FAI, Brazil and Chinese customs data.
Potash
prices increased significantly in the first half of 2022 due to a leap in crop prices boosted by global supply concerns related to the
situation with Russia and Belarus. In the first quarter of 2022, new supply contracts were signed at 590 USD/t in India and China with
an increase of $145/t in India and $343/t in China compared with previous contracts. In Asia, up until the end of the second quarter,
the upward trend in prices continued due to tight supply, mainly in China, which continued its imports from Laos by the new cross border
railways, and from Belarus (via Russia).
However,
during the second half of the year, prices decreased due to improved product availability and reduced consumption deriving from market
expectations of a significant future price decrease.
In Brazil and the US, prices began to moderate already in the end of the second quarter, due to the decrease in soybean prices, supported
by the availability of imports from Russia despite its conflict with Ukraine, leading to stocks build-up in Brazil. Toward the end of
2022, prices began to increase in Brazil due to higher demand resulting from improved affordability and firmer prices in China, while
remained bearish in the rest of the world, mainly in southeast Asia.
ICL
Group Limited 172
Magnesium
Trends
In 2022, magnesium production and exports from China increased, easing the global market shortage experienced
in the second half of 2021. Conversely, demand in the aluminum market (in which magnesium is used as a strengthening element) was relatively
soft following global economic uncertainty and increasing energy prices. Demand by the automotive sector was also impacted by global economic
uncertainty. Supply in the US, which imposes anti-dumping duties on China-sourced magnesium, remained tight.
Trends affecting Phosphate Solutions segment
Phosphate
specialties sales amounted to $1,788 million in 2022 approximately 33% higher than 2021 resulting from record sales along the entire phosphates
value chain.
Sales
of phosphate commodities amounted to $1,318 million in 2022, approximately 45% higher than 2021, mostly due to significantly higher market
prices. A significant year-over-year increase in average selling prices of phosphate fertilizers, partly offset by higher raw materials
costs, led to a record operating income of $394 million in 2022, approximately 183% higher than 2021.
In
2022, our phosphate specialties global production footprint enabled it to provide
reliable supply to its customers worldwide despite ongoing supply chain challenges. ICL’s robust and diversified customer portfolio
and the wide geographic reach of its phosphate specialties businesses resulted in record results.
Food
grade phosphates sales were notably higher year-over-year with a continued focus on integrated solutions and next generation product development.
The food and industrial phosphate salts business benefited from higher prices in all regions, also caused by supply chain challenges,
which increased raw material and production costs.
Purified
phosphoric acid (WPA) sales increased year-over-year with higher selling prices in all regions. In addition, the Company’s YPH joint
venture in China experienced growing demand for specialty raw materials used to produce lithium iron phosphate (LFP) batteries and energy
storage solutions. ICL continues to explore ways to expand its presence in this evolving market in Asia, North America and Europe through
capacity expansions and business development. In October 2022, ICL announced that it plans to build a LFP cathode active material manufacturing
plant in St. Louis.
Sales
of dairy proteins increased year-over-year, driven by strong demand for the Segment’s specialty milk powders and other food applications,
including an innovative milk protein which provides better taste and texture in Greek yogurt and other food products. ICL continues to
focus on expanding its global leadership position in the organic cow and goat ingredients market for high-end applications.
In
January 2023, ICL announced it will be the strategic specialty phosphate solutions supplier to General Mills. The long-term agreement
will commence in June 2023 and initially will be focused on supply in North America, with the potential for international expansion.
In
January 2023 ICL announced its AgriFood innovation and investment platform, ICL Planet Startup Hub, investing €2.75 million in Arkeon,
GmbH. The investment will support Arkeon’s innovative and sustainable one-step fermentation bioprocess, which creates completely
customizable protein ingredients by capturing the greenhouse gas carbon dioxide (CO2) and converting it into the 20 proteinogenic amino
acids necessary for human nutrition.
ICL
Group Limited 173
Phosphate
commodity fertilizers prices surged during 2022. During the first half of the year, prices increased due to the continued supply shortage,
mainly from China and Russia, as well as driven by high crop prices. During the second half of the year, prices started to moderate, following
lower demand and affordability. Towards the year's end, price decline gradually stabilized due to improved demand (mainly in Latin America)
supported by better affordability and limited supply from China.
In the US, DAP/MAP prices surged during the first half of the year, as the DAP price position became premium
compared to the Indian market. The price increase was moderated during the second half of the year, adjusting to global price trends,
lower demand and affordability. This moderation was partially affected by local events related to the US market which include, among others,
significant competitor production, weather conditions and the Mississippi River system closure.
In
Brazil, MAP prices surged in the first half of the year, mainly supported by high crop prices and supply uncertainties. During the second
half of the year, this was moderated by notable imports, (from Russia inter alia), which together with lower demand and affordability
resulted in high stock levels. Prices and demand began to recover towards the end of the year.
In
India, DAP prices surged in the first half of the year, due to massive import for the Rabi agricultural season, in light of the global
supply constraints, which was accelerated by the Ukraine-Russia Conflict. In mid-year, prices began to moderate due to the continuation
of imports from Russia, lower DAP subsidy allocations for the 2022/23 agricultural year by the Indian government compared to the previous
year, and supply completion for the Rabi agricultural season. This resulted in increased inventories.
At the end of 2022, ICL signed a phosphoric acid supply contract at a price of 1,175 USD/t CFR 100% P2O5
(for a single cargo of 40,000t solution), a decline of 540 USD/t compared to the mid-year price in the combined supply contract. OCP reported
its European Phosphoric acid contracts for the first quarter of 2023 at $1,230 – 1,280/t CFR 100% P2O5,
marking an average decrease of $73 - $90/t compared to prior agreements.
Global
phosphate commodities market - average prices:
|
Average prices |
$ per tonne |
2022 |
2021 |
VS 2021 |
|
DAP |
CFR India Spot |
876
|
618 |
42% |
|
TSP |
CFR Brazil Spot |
802
|
562 |
43% |
|
SSP |
CPT Brazil inland 18-20% P2O5
Spot |
436
|
297 |
47% |
|
Sulphur |
Bulk FOB Adnoc monthly contract |
280
|
181 |
55% |
Source:
CRU (Fertilizer Week Historical Prices, January 2023).
ICL
Group Limited 174
Trends affecting
Growing Solutions segment
The Growing Solutions segment is active in three main markets: agriculture, FeritilizerpluS and Turf
Ornamental markets. The specialty fertilizers business is characterized by higher efficiency resulting in higher prices and lower quantities
than traditional commodity fertilizers.
Traditional commodity producers continue to expand into the specialty fertilizers markets, offering specialized,
higher value, and price products. Consolidation is another global trend, characterized by mergers of large fertilizer suppliers,
as well as the acquisition of small specialty fertilizer players by the large input players.
Specialty
Agriculture markets:
The
specialty agriculture markets include all open field crops (rice, maize, potatoes, vegetables, fruits etc.), orchards, and greenhouses.
Our offerings for the specialty agriculture sector includes seven main product groups: (1) soluble fertilizers,
which include water-soluble straights (such as MKP, MAP and PeKacid), and water‑soluble NPK (WSNPK); (2) controlled release fertilizers
(CRF); (3) liquid NPKs; (4) seed treatment; (5) biostimulants; (6) adjuvants; and (7) soil conditioners.
Specialty
agriculture markets are constantly growing, driven by global population growth, lack of arable land, and regulations. New regulations,
both local and national, require limiting amounts of fertilizers applied, thus increasing the usage of efficient fertilizer applications.
Examples of such regulation can be found in China’s limitation of nitrogen use and the control of nitrogen leaching in several European
countries. Growth in demand is significant in China, India, and Brazil, while in Europe, growth is more moderate. CRF growth in Europe
is expected to be strong due to the Green Deal / Farm to Fork programs.
During 2022, sales volumes of most specialty agriculture products mildly decreased compared to 2021 due
to a sharp increase in prices affecting growers’ affordability. Selling prices were higher compared to 2021 in most product lines
driven by supply chain constraints and higher raw material prices.
In 2022, the Segment directed its efforts on straight fertilizers’ value over volume. Selling prices
were significantly higher compared to 2021, while sales volumes decreased due to high prices, finance costs, and decreased exports to
Russia and Ukraine. However, the significant increase in selling prices more than compensated for reduced volumes and resulted in a significant
increase in sales.
The
competitive landscape in the soluble fertilizer market continues to evolve, as some commodity-oriented players are strengthening their
positions in specialty fertilizer markets with a full range offering of water-soluble MAP, water-soluble NPK, and NOP. There has been
a substantial increase in the capacity of WSNPK blending in China, encouraged by a government policy to improve fertilizer application
efficiency and reduce total fertilizer consumption. Water soluble fertilizers use is also growing in India due to the increasing installation
of drip irrigation systems. WSNPK is seen as more efficient than traditional commodity fertilizers. In parallel, compound NPK producers
are searching for a new growth engine, which is also fueling the growth of WSNPK capacity.
ICL
Group Limited 175
CRF
markets are growing across the globe, including in China, which has experienced the highest growth as well as increased production capacity
(mainly from Kingenta and Moith), as well as in the US, although the main capacity increase can be found in the lower quality CRFs (produced,
e.g., by Nutrien and Pursell in Alabama). The CRF market in Brazil is growing rapidly due to the specific climate and poor soils. Trials
indicate the economic and environmental benefits of using CRF, but a much wider adoption of CRF by growers is hindered by its price premium
over traditional fertilizers.
As
part of the Company's strategy to be a leader in specialty fertilizer businesses in July 2021, the Company completed the acquisition of
a South American plant nutrition business. This company (named ADS by ICL) offers a broad range of solutions covering all key Brazilian
crops, and, as such, is significantly expanding ICL’s product portfolio and profitability, while providing a further seasonal balance
between the Northern and Southern hemispheres. ICL expects to leverage ADS strong market presence and distribution capabilities to increase
the sales of its products to the Brazilian market, one of the world's fastest-growing agriculture markets.
The
strategic acquisition of this specialty fertilizer business positions ICL as the leading specialty plant nutrition company in Brazil,
one of the world’s fastest-growing agriculture markets.
In
June 2022, ICL announced it signed a long-term agreement with India Potash Limited (IPL) to supply Polysulphate in India through 2026,
with an option for renewal. The five-year term is for an aggregate amount of one million tonnes, with quantities increasing each year
of the agreement. Each shipment will be a minimum of 25,000 tonnes and 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 2022, ICL signed a multi-year, strategic collaboration agreement with Lavie Bio Ltd., according to which it will invest $10 million
in Lavie Bio under a SAFE (simple agreement for future equity). The collaboration will focus on developing novel bio-stimulant products
to enrich fertilizer efficiency. Ag-biologicals are externally applied products used to optimize overall plant and soil health.
In
September 2022, ICL launched a biodegradable coated fertilizer technology, eqo.x, a controlled-release urea designed for open-field agriculture.
This solution will help farmers maximize agricultural crop performance while limiting environmental impact by reducing nutrient loss and
increasing nutrient use efficiency (NUE). The eqo.x release technology is the first offering in the market to provide a controlled release
fertilizer (CRF) coating for urea which biodegrades more rapidly, and it was specifically designed to meet future European fertilizer
standards due to become effective in 2026.
In
October 2022, ICL announced the launch of ICLeaf, a revolutionary diagnostics tool, which will provide farmers with a personal prescription
for maximizing yield. The tool measures 10 elements in a leaf sample and then delivers accurate, real-time feedback and recommendations
regarding nutrient use. ICLeaf is complementary to Crop Advisor, an optimized data-based crop nutrition plan, which provides customized
fertilizer recommendations, based on the type of crop, location, and environmental conditions. This customer-focused solution is supported
by professional agronomists, who offer personal guidance throughout the process.
ICL
Group Limited 176
Turf
and Ornamental Horticulture
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.
During
2022, the segment experienced a positive and stabilized demand in the professional turf market compared to 2021 regarding most product
categories, supported by the golf sector due to increased golfers throughout the year, leading to higher maintenance and new applications.
The
landscape market continued to grow in Europe at the beginning of the year. Through 2022, this market was affected by high inflation rates
and general living costs leading to decreased spending on gardening and landscaping products. This impact was partially mitigated by an
expanding housing market in certain European countries increased the need for new gardens.
In
January 2023, ICL announced the release of our latest sustainable innovation for controlled-release fertilizers: eqo.s® technology.
It's a fully biodegradable coating technology, designed for the professional turf industry to deliver superior turfgrass performance with
improved nutrient release patterns and the highest nutrient use efficiency. In addition to being compliant with future legislation, this
cutting-edge technology offers a new level of environmental efficiency and a substantially faster breakdown of nutrients while leaving
no trace of itself thus making it easier than ever to achieve turf management goals.
There
is a trend of consolidation in distribution channels in the Turf Landscape market.
Ornamental
Horticulture
The
Ornamental Horticulture market includes container nursery growers, potted plants, and bedding plants (greenhouses).
At the beginning of 2022, the ornamental horticulture business experienced continued solid market demand.
This led growers to experience robust sales in the spring of green goods to wholesale and retail markets and garden centers, thereby increasing
the number of ornamental plant growers, and driving a strong increase in demand for specialty inputs, such as controlled-release fertilizers.
In the second half of the year, market demand moderated as consumers decreased their visits to garden centers as high inflation rates
impacted the gardening sector. Steep increases in the cost of raw materials, which increased specialty fertilizers' prices, also impacted
demand toward the end of 2022. The ornamental sector experienced availability and supply challenges, as well as a large increase in input
costs, such as growing media, plastic pots, and specialty fertilizers, which negatively impacted the sector's profitability.
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 ended December 31, 2023, December 31, 2024, and December 31, 2025, are approximately $7 million, $3 million, and $1 million,
respectively. For further information, see Note 19 to our Audited Financial Statements.
In addition, based on the long-term incentive framework (hereinafter – Cash LTI Plan), the expected
total expenses for the next two years are about $25 million. The expenses are subject to achievement of certain financial targets and
can be affected by the change in our share price. For further information, see Note 16 to our Audited Financial Statements.
ICL
Group Limited 177
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 its 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, 2020, filed on March 2, 2021, for reference to discussion of the fiscal year ended December 31, 2020, the earliest of the three fiscal
years presented.
Set
forth below are our results of operations for the years ended December 31, 2022 and 2021.
|
For the Years Ended December 31,
|
%
Increase
(Decrease) | ||
|
2022 |
2021 | ||
|
$ millions |
$ millions |
||
|
Sales |
10,015
|
6,955 |
44% |
|
Cost of sales |
4,983
|
4,344
|
15% |
|
Gross profit |
5,032
|
2,611 |
93% |
|
Selling, transport and marketing expenses |
1,181
|
1,067 |
11% |
|
General and administrative expenses |
291
|
276 |
5% |
|
Research and development expenses |
68
|
64 |
6% |
|
Other expenses |
30
|
57 |
(47)% |
|
Other income |
(54)
|
(63)
|
(14)% |
|
Operating income |
3,516
|
1,210 |
191% |
|
Finance expenses, net |
113
|
122 |
(7)% |
|
Share in earnings of equity-accounted investees |
1
|
4 |
(75)% |
|
Income before taxes on income |
3,404
|
1,092 |
212% |
|
Taxes on income |
1,185
|
260 |
356% |
|
Net income |
2,219
|
832 |
167% |
|
Net income attributable to the shareholders of the Company
|
2,159
|
783 |
176% |
|
Earnings per share attributable to the shareholders of the
Company: |
|||
|
Basic earnings per share (in dollars) |
1.68
|
0.61 |
175% |
|
Diluted earnings per share (in dollars) |
1.67
|
0.60 |
178% |
ICL
Group Limited 178
Results
of operations for the year 2022
|
Sales |
Expenses |
Operating income |
||
|
$ millions |
||||
|
YTD 2021 figures |
6,955
|
(5,745)
|
1,210
|
|
|
Total adjustments YTD 2021* |
- |
(16)
|
(16)
|
|
|
Adjusted YTD 2021 figures |
6,955
|
(5,761)
|
1,194
|
|
|
New Brazilian Business' contribution |
302
|
(248)
|
54
|
 |
|
Quantity |
(430)
|
252
|
(178)
|
 |
|
Price |
3,541
|
- |
3,541
|
|
|
Exchange rates |
(353)
|
260
|
(93)
|
|
|
Raw materials |
- |
(641)
|
(641)
|
|
|
Energy |
- |
(95)
|
(95)
|
|
|
Transportation |
- |
(89)
|
(89)
|
|
|
Operating and other expenses |
- |
(184)
|
(184)
|
|
|
Adjusted YTD 2022 figures |
10,015
|
(6,506)
|
3,509
|
|
|
Total adjustments YTD 2022* |
- |
7
|
7
|
|
|
YTD 2022 figures |
10,015
|
(6,499)
|
3,516
|
*
See "Adjustments to reported operating and net income (non-GAAP)" above.
| - |
Sales
– The Company's sales increased by $3,060 million compared to 2021. The increase was due to a $416 increase in the potash
price (CIF) per tonne year-over-year, as well as an increase in the selling prices of specialty agriculture and FertilizerpluS products,
white phosphoric acid (WPA), phosphate fertilizers, bromine-based industrial solutions and bromine-based flame retardants. In addition,
an increase was recorded in sales volumes of phosphate fertilizers and MAP used as raw material for energy storage solutions, as well
as sales increase of $302 from the acquisition of ADS in mid-2021. This increase was partially offset by lower sales volumes of bromine
and phosphorus-based flame retardants, bromine-based industrial solutions, mainly elemental bromine, as well as Potash, WPA and specialty
agriculture products. This offset was also due to the depreciation of the average exchange rate of the euro, the Chinese yuan and the
British pound against the US dollar. |
| - |
Cost of sales – Cost of sales increased by $639 million
compared to 2021. The increase was due to higher prices of sulphur, raw materials used in the production of industrial solutions and commodity
fertilizers, as well as caustic soda and potassium hydroxide (KOH). In addition, an increase of $208 million due to the acquisition of
ADS, higher energy prices, as well as higher sales volumes of MAP used as raw material for energy storage solutions. The increase was
partially offset by the depreciation of the average exchange rate of the euro, the Chinese yuan and the British pound against the US dollar,
as well as a decrease in sales volumes of specialty agriculture products, bromine and phosphorus-based flame retardants, bromine-based
industrial solutions, mainly elemental bromine. |
| - |
Selling
and marketing – The expenses increased by $114 million compared to 2021, mainly due to higher transportation costs,
the acquisition of ADS in mid-2021, partially offset by favorable impact of the depreciation of the average exchange rate of euro against
the US dollar. |
ICL
Group Limited 179
| - |
General
and administrative – The expenses increased by $15 million compared to 2021, mainly due to higher labor costs, the acquisition
of ADS and donations, partially offset by the depreciation of the average exchange rate of the euro and the Israeli shekel against the
US dollar. |
| - |
Research
and Development – The expenses increased by $4 million compared to 2021, mainly due to higher labor costs. |
| - |
Other income, net –
Other income, net, increased by $18 million compared to 2021. The increase was primarily due to the mediation settlement regarding the
claims on the Ashalim Stream incident. |
Below
is a geographical breakdown of our sales by customer location:
|
Year Ended December 31, |
||
|
2022 |
2021 | |
|
$ millions |
$ millions | |
|
Europe |
2,809
|
2,159 |
|
Asia |
2,743
|
1,876 |
|
South America |
2,315
|
1,305 |
|
North America |
1,577
|
1,186 |
|
Rest of the world |
571
|
429 |
|
Total |
10,015
|
6,955 |
| - |
Europe
– The increase primarily relates to higher sales volumes and selling prices of specialty agriculture and FertilizerpluS products,
bromine-based industrial solutions, salts, as well as higher selling prices of potash, WPA, phosphate fertilizers, phosphate-based food
additives and bromine-based flame retardants. This increase was partially offset by lower sales volume of phosphate fertilizers, potash,
WPA and phosphorous and bromine-based flame retardants, together with the depreciation
of the average exchange rate of the euro and the British pound against the US dollar.
|
| - |
Asia
– The increase primarily relates to higher sales volumes and selling prices of potash, phosphate fertilizers, specialty raw materials
used for energy storage solutions, specialty agriculture and FertlizerpluS products, as well as an increase in selling prices of bromine-based
flame retardants, bromine-based industrial solutions mainly elemental bromine, WPA, phosphate-based food additives and salts, together
with higher sales volume of clear brine fluids. The increase was partially offset by lower sales volumes of bromine-based flame retardants
and elemental bromine, together with the depreciation of the average exchange rate of the Chinese yuan against the US dollar. |
| - |
South
America – The increase primarily relates to higher sales volumes and selling prices of potash, specialty agriculture and
FertilizerpluS products, as well as higher selling prices of phosphate fertilizers, WPA and phosphate-based food additives. This increase
was partially offset by lower sales volumes of clear brine fluids, WPA and phosphate fertilizers. |
ICL
Group Limited 180
| - |
North
America – The increase primarily relates to higher selling prices of potash, phosphate fertilizers, phosphate-based food
additives, WPA, salts, phosphorus and bromine-based flame retardants, and specialty
agriculture products, as well as higher sales volumes of clear brine fluids. The increase was partially offset by lower sales volumes
of phosphorus-based flame retardants, potash and specialty agriculture products. |
| - |
Rest of the world
– The increase primarily relates to higher sales volumes and selling prices of potash, as well as higher selling prices of specialty
agriculture products, elemental bromine and phosphate fertilizers. The increase was partially offset by lower sales volume of specialty
agriculture products. |
Financing
expenses, net
Net
financing expenses in the year ended December 31, 2022, amounted to $113 million, compared to $122 million in the corresponding year,
a decrease of $9 million.
The
decrease was due to provisions for long-term employee benefits and lease revaluation income, which increased by $76 million, due to higher
depreciation of the Israeli shekel against the US dollar compared to 2021. On the other hand, for the same reason, there was an increase
of $59 million in losses from hedging transactions.
Tax
expenses
In
2022, the Company’s reported tax expenses were $1,185 which include prior years’ expenses following a settlement agreement
with the Israeli Tax Authority regarding the surplus profit levy, compared to $260 million in 2021. The Company’s adjusted tax expenses
for 2022 amounted to $987 million, excluding the said prior years expenses, compared to $203 million in 2021, reflecting an effective
tax rate of 29% and 19%, respectively.
The
Company’s higher effective tax rate for 2022 was mainly due to the surplus profit levy. The Company’s relatively low effective
tax rate for the prior year resulted primarily from higher profit deriving from tax jurisdictions with lower effective tax rates.
ICL
Group Limited 181
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.
Results
of operations for the year 2022 – Industrial Products segment
|
2022 |
2021 | |
|
$ millions |
$ millions |
|
Segment Sales |
1,766
|
1,617 |
|
Sales to external customers |
1,737
|
1,601 |
|
Sales to internal customers |
29
|
16 |
|
Segment Operating Income |
628
|
435 |
|
Depreciation and amortization |
61
|
65 |
|
Segment EBITDA |
689
|
500 |
|
Capital expenditures |
90
|
74 |
Below
is a geographical breakdown of our sales to external customers, by customer location:
|
Year Ended December 31, |
||
|
2022 |
2021 | |
|
$ millions |
$ millions | |
|
Asia |
664
|
597 |
|
Europe |
572
|
529 |
|
North America |
395
|
360 |
|
South America |
36
|
62 |
|
Rest of the world |
70
|
53 |
|
Total |
1,737
|
1,601 |
ICL
Group Limited 182
|
Sales |
Expenses |
Operating income |
||
|
$ millions |
||||
|
YTD 2021 figures |
1,617
|
(1,182)
|
435
|
|
|
Quantity |
(274)
|
166
|
(108)
|
|
|
Price |
466
|
- |
466
|
|
|
Exchange rates |
(43)
|
29
|
(14)
|
|
|
Raw materials |
- |
(86)
|
(86)
|
|
|
Energy |
- |
(12)
|
(12)
|
|
|
Transportation |
- |
(24)
|
(24)
|
|
|
Operating and other expenses |
- |
(29)
|
(29)
|
|
|
YTD 2022 figures |
1,766
|
(1,138)
|
628
|
| - |
Quantity –
The negative impact on operating income was primarily related to a decrease in sales volumes of bromine and phosphorus-based flame retardants,
elemental bromine, and specialty minerals. |
| - |
Price – The
positive impact on operating income was mainly due to higher selling prices of bromine and phosphorus-based flame retardants, as well
as bromine based industrial solutions. |
| - |
Exchange rates –
The unfavorable impact on operating income was primarily related to the depreciation of the average exchange rate of the euro against
the US dollar which had a negative impact on sales that exceeded the positive impact on operational costs. |
| - |
Raw materials –
The negative impact on operating income resulted from higher costs of raw materials. |
| - |
Energy - The negative
impact on operating income was due to higher electricity and gas prices. |
| - |
Transportation -
The negative impact on operating income was primarily related to higher marine and inland transportation costs. |
| - |
Operating and other expenses
– The negative impact on operating income was primarily related to higher operational costs and royalty payments. |
ICL
Group Limited 183
Results
of operations for the year 2022 - Potash segment
|
2022 |
2021 | |
|
$ millions |
$ millions |
|
Segment Sales |
3,313
|
1,776 |
|
Potash sales to external customers
|
2,710
|
1,401 |
|
Potash sales to internal customers
|
184
|
94 |
|
Other and eliminations (1) |
419
|
281 |
|
Gross Profit |
2,292
|
870 |
|
Segment Operating Income |
1,822
|
399 |
|
Depreciation and amortization |
166
|
148 |
|
Segment EBITDA |
1,988
|
547 |
|
Capital expenditures |
346
|
270 |
|
Potash price - CIF ($ per tonne) |
682
|
356 |
| (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. |
Below is a geographical breakdown of our Potash segment sales to external customers by customer location:
|
Year Ended December 31, |
||
|
2022 |
2021 | |
|
$ millions |
$ millions | |
|
Asia |
1,008
|
476 |
|
South America |
937
|
465 |
|
Europe |
571
|
360 |
|
North America |
365
|
209 |
|
Rest of the world |
150
|
88 |
|
Total |
3,031
|
1,598 |
ICL
Group Limited 184
|
Sales |
Expenses |
Operating income |
||
|
$ millions |
||||
|
YTD 2021 figures |
1,776
|
(1,377)
|
399
|
|
|
Quantity |
(50)
|
10
|
(40)
|
|
|
Price |
1,664
|
- |
1,664
|
|
|
Exchange rates |
(77)
|
25
|
(52)
|
|
|
Raw materials |
- |
(7)
|
(7)
|
|
|
Energy |
- |
(47)
|
(47)
|
|
|
Transportation |
- |
(7)
|
(7)
|
|
|
Operating and other expenses |
- |
(88)
|
(88)
|
|
|
YTD 2022 figures |
3,313
|
(1,491)
|
1,822
|
| - |
Quantity –
The negative impact on operating income was primarily related to decreased potash and Magnesium sales volumes from the ICL Dead Sea site,
partially offset by higher sales volumes from ICL Iberia. |
| - |
Price – The
positive impact on operating income resulted primarily from an increase of $326 in the potash price (CIF) per tonne year-over-year.
|
| - |
Exchange rates –
The unfavorable impact on operating income was primarily related to the depreciation of the average exchange rate of the euro against
the US dollar, which had a negative impact on sales that exceeded the positive impact on operational costs. |
| - |
Raw materials –
The negative impact on operating income was due to increased costs of raw materials. |
| - |
Energy – The
negative impact on operating income was due to increased electricity, water, and steam prices, mainly in Europe. |
| - |
Transportation
– The negative impact on operating income was due to higher inland transportation costs, partially offset by lower marine costs.
|
| - |
Operating
and other expenses – The negative impact on the operating income was primarily related to higher operational costs, as well
as higher royalty payments due to higher potash prices. |
ICL
Group Limited 185
Potash
– Production and Sales
|
Thousands of Tonnes |
2022 |
2021 |
|
Production |
4,691
|
4,514 |
|
Total sales (including internal sales) |
4,499
|
4,434 |
|
Closing inventory |
547
|
355 |
| - |
Production–
In 2022, potash production was 177 thousand tonnes higher than prior year due to ongoing operational improvements at both ICL Dead Sea
and ICL Iberia, which include, among others, the connection of the ramp to the Cabanasses mine at ICL Iberia. |
| - |
Sales –
The quantity of potash sold in 2022 was 65 thousand tonnes higher than the prior year mainly due to higher sales to India, Brazil and
Asia, partially offset by lower sales to Europe, and the US. |
Results
of operations for the year 2022 – Phosphate Solutions segment
|
2022 |
2021 | |
|
$ millions |
$ millions |
|
Segment Sales |
3,106
|
2,254 |
|
Sales to external customers |
2,851
|
2,087 |
|
Sales to internal customers |
255
|
167 |
|
Segment Operating Income |
777
|
294 |
|
Depreciation and amortization* |
189
|
207 |
|
Segment EBITDA |
966
|
501 |
|
Phosphate specialties EBITDA |
436
|
209 |
|
Phosphate commodities EBITDA |
530
|
292 |
|
Capital expenditures |
259
|
228 |
Below
is a geographical breakdown of our sales to external customers, by customer location:
|
Year Ended December 31, |
||
|
2022 |
2021 | |
|
$ millions |
$ millions | |
|
Asia |
787
|
596 |
|
Europe |
778
|
534 |
|
North America |
654
|
491 |
|
South America |
493
|
342 |
|
Rest of the world |
139
|
124 |
|
Total |
2,851
|
2,087 |
ICL
Group Limited 186
|
Sales |
Expenses |
Operating income |
||
|
$ millions |
||||
|
YTD 2021 figures |
2,254
|
(1,960)
|
294
|
|
|
Quantity |
76
|
(69)
|
7
|
|
|
Price |
911
|
- |
911
|
|
|
Exchange rates |
(135)
|
110
|
(25)
|
|
|
Raw materials |
- |
(364)
|
(364)
|
|
|
Energy |
- |
(16)
|
(16)
|
|
|
Transportation |
- |
(10)
|
(10)
|
|
|
Operating and other expenses |
- |
(20)
|
(20)
|
|
|
YTD 2022 figures |
3,106
|
(2,329)
|
777
|
| - |
Quantity
– The positive impact on operating income was due to strong sales volumes of fertilizers and specialty raw materials used for energy
storage solutions. This was partially offset by lower sales volumes of WPA. |
| - |
Price
– The positive impact on operating income primarily related to higher selling prices of phosphate fertilizers, WPA, phosphate-based
food additive and salts, as well as specialty raw materials used for energy storage solutions in Asia. |
| - |
Exchange
rates - The unfavorable impact on operating income mainly due to the depreciation of the average exchange rate of the euro and
the Chinese yuan against the US dollar, which had a negative impact on sales that exceeded the positive impact on operational costs.
|
| - |
Raw materials –
The negative impact on operating income was due to higher costs of sulphur, as well as potassium hydroxide (KOH) and caustic soda.
|
| - |
Energy – The
negative impact on operating income was due to increased electricity and gas prices, mainly in Europe and North America. |
| - |
Transportation –
The negative impact on operating income resulted primarily from increased inland transportation costs. |
| - |
Operating and other expenses
– The negative impact on operating income was primarily related to higher operational costs and royalty payments. |
ICL
Group Limited 187
Results
of operations for the year 2022 – Growing Solutions segment
|
2022 |
2021 | |
|
$ millions |
$ millions |
|
Segment Sales |
2,422
|
1,670 |
|
Sales to external customers |
2,376
|
1,644 |
|
Sales to internal customers |
46
|
26 |
|
Segment Operating Income |
378
|
135 |
|
Depreciation and amortization |
70
|
62 |
|
Segment EBITDA |
448
|
197 |
|
Capital expenditures |
101
|
74 |
Below
is a geographical breakdown of our sales to external customers, by customer location:
|
Year Ended December 31, |
||
|
2022 |
2021 | |
|
$ millions |
$ millions | |
|
Europe |
873
|
717 |
|
South America |
849
|
435 |
|
Asia |
284
|
206 |
|
North America |
162
|
125 |
|
Rest of the world |
208
|
161 |
|
Total |
2,376
|
1,644 |
ICL
Group Limited 188
|
Sales |
Expenses |
Operating income |
||
|
$ millions |
||||
|
YTD 2021 figures |
1,670
|
(1,535)
|
135
|
|
|
New Brazilian Business' contribution |
302
|
(248)
|
54
|
|
|
Quantity |
(166)
|
129
|
(37)
|
|
|
Price |
712
|
- |
712
|
|
|
Exchange rates |
(96)
|
86
|
(10)
|
|
|
Raw materials |
- |
(373)
|
(373)
|
|
|
Energy |
- |
(21)
|
(21)
|
|
|
Transportation |
- |
(48)
|
(48)
|
|
|
Operating and other expenses |
- |
(34)
|
(34)
|
|
|
YTD 2022 figures |
2,422
|
(2,044)
|
378
|
| - |
New Brazilian businesses
contribution – In July 2021, the Company completed the acquisition of the South American Plant Nutrition business of ADS.
|
| - |
Quantity –
The negative impact on operating income was primarily due to a decrease in sales volumes of specialty agriculture products. |
| - |
Price – The
positive impact on operating income was due to higher selling prices across most business lines, primarily specialty agriculture and FertilizerpluS
products. |
| - |
Exchange rates –
The negative impact on sales was due to depreciation of the average exchange rate of the euro against the US dollar, partially offset
by the positive impact on operational costs due to depreciation of the average exchange rate of the euro and the British pound against
the US dollar. |
| - |
Raw materials –
The negative impact on operating income was primarily related to higher costs of commodity fertilizers, urea and potassium hydroxide (KOH).
|
| - |
Energy – The
negative impact on operating income was due to increased gas and electricity prices, mainly in Europe. |
| - |
Transportation –
The negative impact on operating income resulted from increased marine and inland transportation costs. |
| - |
Operating and other expenses
– The negative impact on operating income was primarily related to higher sales commissions and operational costs. |
ICL
Group Limited 189
B. LIQUIDITY AND CAPITAL RESOURCES
Overview
As
of December 31, 2022, ICL had a balance of $508 million in cash, cash equivalents, short-term investments and deposits. In addition,
the Company has unutilized long‑term credit facilities of $748 million and a securitization agreement in the amount of $300 million,
of which the Company has utilized approximately $233 million of the facility’s framework
Furthermore,
our net financial liabilities were $2,316 million, including $2,312 million of long‑term debt (excluding current maturities) and
short‑term debt of $512 million (including current maturities of
long‑term debt). The long-term debt consists of debentures of $1,404 million together with loans from financial institutions and
lease liabilities of $908 million, while the short‑term debt consists of short-term loans from financial institutions of $313 million
and current maturities of debentures, loans and lease liabilities of $199 million. 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, alternative 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 its 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, 2022, 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 190
Credit Facilities
The
total amount of the Company's securitization facility framework is $300 million. As of December 31, 2022, ICL has utilized approximately
$233 million of the facility’s framework.
In
April 2022, the Company prepaid its MUFG credit facility loan of BRL180 million and terminated its BRL 230 million (about $48 million)
credit facility in Brazil.
In July 2022, the long-term credit facility decreased by $100 million following an agreement on early termination
with one of the banks, a few months prior to its official termination date. The updated total credit facility is $1,100 million, of which
$352 million was utilized as of December 31, 2022. Most banks signed to continue the credit facility agreement, and from March 2023 to
March 2025, the total credit facility will amount to $1 billion. For further information,
see Note 13 to our Audited Financial Statements.
Debentures
In
March 2022, the Company repaid NIS 392 million (approx. $123 million) Series E Bond, as scheduled.
In
December 2022, the Company repaid NIS 15 million (approx. $4 million) Series G Bond, as scheduled.
Ratings and
financial covenants
SP
As
of July 5, 2022, the SP credit rating agency reaffirmed the Company’s international credit rating and senior unsecured rating
of 'BBB-'. In addition, the SP Maalot credit rating agency reaffirmed the Company’s credit rating of 'ilAA' with a stable rating
outlook.
Fitch
Ratings
In
June 2022, 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, 2022, see Note 13 to our Audited Financial Statements.
ICL
Group Limited 191
Sources and
Uses of Cash
The
following table sets forth our cash flow for the periods indicated:
|
Year Ended December 31,
| ||
|
2021 |
2020 | |
|
$ millions |
$ millions | |
|
Net cash provided by operating activities |
2,025
|
1,065 |
|
Net cash used in investing activities |
(754)
|
(579) |
|
Net cash used in financing activities |
(1,303)
|
(244) |
Operating
Activities
Cash
flow provided by operating activities are a significant source of liquidity for the Company. In 2022, cash flow from operating activities
amounted to $2,025 million, compared with $1,065 million last year. This increase is mainly due to stronger results in the current year.
Investing
Activities
Net
cash used in investing activities in 2022 amounted to $754 million, compared to $579 million last year. The increase derives mainly due
to higher purchases of property, plant and equipment in the current year.
Financing
Activities
Net
cash used in financing activities in 2022 amounted to $1,303 million, compared to $244 million last year. This increase is mainly due
to higher dividend payments in the current year.
Principal Capital
Expenditures
ICL
incurred cash capital expenditures of $603 million and $611 million for the years ended December 31, 2022, and 2021, respectively.
These capital expenditures comprise investments in fixed and intangible assets.
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 raise the water level in Pond 5 and
stabilize the water therein at a fixed level by harvesting salt from this pond and transferring it to the northern Dead Sea basin. According
to the agreement with the Israeli government, the planning and execution of the Salt Harvest Project will be performed by DSW. The Company
will bear 80% and the State of Israel will bear 20% of the cost of the Salt Harvest Project. However, the State's share will not exceed
NIS 1.4 billion. Commencing in 2022 and onwards, the solutions volume in Pond 5 will be preserved by way of harvesting the salt.
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, the settlement of Neve Zohar and other infrastructure located
along the western shoreline of Pond 5. 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, and the Dead Sea Preservation Government Company Ltd. is currently conducting elevation work in the intermediate area
between the two hotel complexes. As the solutions' level maximum height (15.1 meters) was reached at the end of 2021, from 2022 the solutions'
volume in Pond 5 has been preserved by harvesting the salt in the pond (See "the Salt Harvest Project” above).
ICL
Group Limited 192
New
P-9 Pumping Station in Sodom. Due to the receding water level in the northern Dead Sea basin, the water line is receding from the
current pumping station. As a result, the Company constructed a new pumping station. The new P-9 pumping station serves as the main brine
intake station for pumping brine from the Dead Sea to the coastal transmission system. The project consisted of a sea base for the pumps,
a bridge to the shore, a shore base, delivery pipes and an open canal. The new P-9 pumping
station commenced operation in January 2022.
New
white phosphoric acid (WPA) facility in YPH. ICL launched a new food-grade phosphoric acid plant at YPH which commenced operation
in 2021 and is planned to add 70 thousand tonnes of food-grade acid production capacity once it is fully ramped-up. In 2022, the respective
production quantity reached around 75% of the capacity. The plant produces qualified commercial food-grade acid quantities. The new plant
strengthens our phosphate specialties operations and enables additional diversification into higher value-added products.
LFP
(lithium-iron-phosphate) battery production in China. In 2021, ICL entered into the fast-growing EV market segment through the
sale of phosphate-based raw materials for the production of LFP batteries in China and it expects to grow that business in the coming
years by increasing production capacity, through global RD collaborations and by moving downstream through innovative solutions.
In 2022, the Company built and currently operates a new 70 thousand tonne MAP 73% battery level minerals plant to specifically serve this
attractive market, together with an existing 60 thousand tonne plant. Total annual capacity of 130 thousand tonnes, together with technical
grade phosphoric acid and improved green phosphoric acid produced by the Company, has created a portfolio that positions YPH as one of
the most important phosphate suppliers to the battery industry in south China.
Consolidation
of production sites and the ramp project in Spain. As of June 2020, the Company consolidated its activities into one site by expanding
its Suria production site and discontinuing mining activity at Sallent. In addition, in 2021 we completed excavating the ramp connecting
the Cabanasses mine with the Suria plant and installing operational equipment and infrastructure. Currently, the ramp project is in the
process of being commissioned. The ramp project and the ongoing improvement measures implemented by ICL Iberia are expected to increase
production capacity and to address operational and geological challenges affecting production.
Production
capacity of TBBA in Neot Hovav. In the face of growing demand for TBBA and the Company’s strategy to engage in long-term
agreements, the Company is working to ensure sufficient level of production. Accordingly, the Company has built a new facility to increase
its TBBA production capacity which has operated at full capacity since the beginning of 2021.
New
alternative-protein fiber production facility. As part of ICL’s efforts to expand its global Food Specialties portfolio,
in December 2021, ICL opened its alternative-protein facility in St. Louis, Missouri, US, which produces a plant-based meat substitute
for use by food companies, food-service distributors, restaurants and grocery chains.
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 regional environmental regulations.
ICL
Group Limited 193
Energy
storage solutions (ESS) in St. Louis. In October 2022, the Company announced it’s a plan to build a lithium iron phosphate
(LFP) cathode active material manufacturing (CAM) plant in St. Louis, Missouri, which is expected to be the first large-scale LFP material
manufacturing facility in the US. The Company was awarded $197 million by way of a Bipartisan Infrastructure Law funding which is subject
to the completion of negotiations with the 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.
The
Company finances its capital expenditures from cash flow from operations and from credit facilities.
C.
RESEARCH AND DEVELOPMENT, INTELLECTUAL PROPERTY AND LICENSES, ETC.
Research
and development
ICL’s
RD and Innovation (RDI) 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 RDI 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 RDI 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 RDI 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.
Circular
economy: waste to product; recycling; efficiency improvement.
Industry
4.0: IOT in manufacturing, safety and environment; machine learning
and artificial intelligence for manufacturing optimization and product development.
Digital
Agriculture:
ICL’s
digital platform continues to evolve in our mission to integrate multiple precision-ag 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 enriching it, thus creating one harmonized data lake with strong AL/ML engines. Those powerful engines enable us to deploy advanced
data-driven solutions that drive real time agronomic decision making like 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.
ICL
Group Limited 194
These
efforts enable ICL to leverage its digital platform and data driven solutions to create an agro-professional community that enables sharing
of information knowledge between all parties: growers and agro-professionals, dealers, retailers and food producers to extract the
most value from agriculture.
Below
are the main areas of the RD activities by segments:
Industrial
Products
| • |
Processes for producing raw materials for
the energy storage field such as LiBr for solid electrolytes or PCl5 for LiPF6 and more are under development. |
| • |
Magnesia based products: Development of formulations to fulfill
unmet needs in the markets. We introduced lately our new formulation FruitMag™
which serves as a firming agent for post-harvest treatment to increase the shelf life of citrus fruits. It is a green natural based formulation
replacing current toxic material used today. We are also marketing a product that enables Aluminum salt free deodorant - for example,
CareMag® D, which is already in the market with several leading international companies. |
| • |
A proprietary Textile recycling process is under advanced process
development. |
| • |
Batteries recycling: Processes for producing precious and valuable
metals from Lithium-Ion batteries. Continued development of bromine-based recycling solutions in parallel to market penetration with existing
technologies. |
| • |
Electronic waste recycling: Processes for
producing valuable metals from different types of electronic waste, such as PCB and catalytic converters. Continued development of bromine-based
recycling solutions parallel to market penetration with existing technologies. |
| • |
Biocides: continued development of new materials for water treatment
and biofilm prevention in industrial water-cooling systems and pulp paper plants. Promotion of the Bactesperse®
technology for pulp paper, reverse osmosis membranes cooling towers. |
| • |
A new product, Bromoquel®,
for safer handling of bromine was developed and implemented in the plants. |
| • |
Energy storage: continued development of bromine-based energy storage
solutions for Br-battery companies, using diverse compounds, and commercialization of the new bromine-based electrolyte. |
| • |
New fire retardants for the textile market were developed and are
in the market development stage. |
Total
RD expenses by the Industrial Products segment in 2022 amounted to about $24
million.
ICL
Group Limited 195
Potash
| • |
Efficiency projects to increase potash production and reduce cost
per tonne at potash and magnesium plants in Sodom. |
| • |
Advancement of research regarding environmental protection, including
the development of methods for treating and reducing effluents. |
| • |
Analysis of alternative methods for increasing the production capacity
of carnallite at our evaporation ponds. |
| • |
Projects focused on floatation and crystallization plants to increase
production capacity in ICL Iberia. |
Total
RD expenses in 2022 in the Potash segment were about $7 million.
Phosphate
Solutions
| • |
The Segment continues to check the adaptation of 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 2023, the Company will further analyze additional types of phosphate including RD, pilots, plant testing activities,
and other economic feasibility assessments. |
| • |
Research regarding environmental protection, including developing
methods to treat and reduce effluents and applications for Phosphogypsum uses. |
| • |
Integration of secondary source Phosphate
technologies (circular economy) for immediate use in our production facilities in Europe and development of future sources for our fertilizer
products, including a technology road map for recycle and recovery of Phosphorous and nitrogen from secondary sources to transform our
products into sustainable fertilizers. |
| • |
Development of fertilizers with higher agronomic
nutrient efficiency (NUE). |
| • |
Development of a new PK fertilizer that is fully water soluble.
|
| • |
The Specialties RD group established a team dedicated to the
scaling up of licensed technology for lithium iron phosphate (LFP) cathode active material. The team was awarded a United States Department
of Energy grant for $197M to establish an LFP Cathode Active Material plant at our St. Louis, USA facility. As part of this grant ICL
will expand its RD activities to next-generation materials in the energy storage solution market.
|
| • |
In addition, the business will introduce a novel Asphalt admixture
that improves asphalt stiffening properties, similar to polyphosphoric acid, but also significantly enhances antistrip properties while
having improved freeze point properties and high flash point. |
| • |
RD Specialties supported further growth in the traditional
markets and application areas of Meat/Poultry/Seafood (MPS), Dairy, and Bakery. We also expanded our footprint in emerging markets, through
sustainable and affordable solutions. New launches include innovative products beyond phosphates for sodium reduction and texture improvement.
|
ICL
Group Limited 196
| • |
The Front-End Innovation group has scouted
more than 300 food tech start-ups to identify disruptive technologies for ICL Phosphate Specialties. Following the first investment in
Protera Biosciences, ICL Planet Startup Hub invested in Plantible Foods, a start-up creating sustainable and highly functional protein
extracted from aquatic plants. The teams continue to seek innovation partners to accelerate decarbonization of the food system.
|
| • |
Continued diversification and development of a product portfolio
for meat substitutes: The ROVITARIS® fresh wet protein fibers commercially produced at the new facility in St. Louis, USA, are suited
for several applications such as tender white meat imitations for chicken and seafood alternatives. Rovitaris® emulsion portfolio
has been expanded as a toolbox to target multiple applications such as cold-cuts, sausages, hot dogs, bacon, and pepperoni substitutes.
A Center of Excellence for alternative proteins technology has been established to innovate next-generation Rovitaris® and other
innovative plant-based solutions including fish-like products. The center will expand ICL’s expertise to serve commercial strategies
for global markets better. |
Total
RD expenses in the Phosphate Solutions segment in 2022 were about $8 million.
Growing
Solutions
The
Growing Solutions segment promotes innovation and the development of new products and services.
Main
RD targets:
| • |
Development of controlled-release fertilizers with a faster biodegradable
coating to meet the regulatory requirements of the EU Fertilizer Product Regulation, expected in July 2026. |
| • |
Development of new bio-stimulant products and fertilizers with embedded
bio-stimulants to boost their performance. |
| • |
Development of biological bio-stimulants that stimulate plant growth
and support stress conditions. |
| • |
Development of liquid and fully soluble fertilizers. |
| • |
Development of products that improve water use efficiency.
|
| • |
Improvement of micronutrients solutions and sulfur fertilizer solutions
|
| • |
Development of tailor-made formulations based on customer requirements.
|
Total
RD expenses in the Growing Solution segment in 2022 were about $16 million.
ICL
Group Limited 197
Circular
Economy
For
the past few years, we have engaged in the Circular Economy. For further information see “Item 4 - Information on the Company—
Environment Social and Governance Practices— Circular Economy”.
Intellectual
property
We believe that our intellectual property is crucial for protecting and developing our business activities.
As of December 31, 2022, ICL has approximately 770 granted patents in
various countries, constituting 220 patent families.
The Company also has over 3,500 registered trademarks worldwide, including inter alia:
| • |
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 198
D. TREND INFORMATION
Trend information is included throughout the other sections of “Item 5 - Financial Results and Business
Overview— A. Operating Results”. In addition, the 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, 2022
and 2021. 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 regarding to estimates that have a significant risk of resulting in a material adjustment to carrying
amounts of assets and liabilities in the next financial year.
ICL
Group Limited 199
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) |
54 |
December 2018 and as CoB since July 2019 |
(1) |
- |
- |
||
|
Aviad Kaufman |
52 |
March 2014 |
(1) |
Financial Expert |
- |
Financing Committee (member) | |
|
Avisar Paz |
66 |
April 2001 |
(1) |
Financial Expert |
- |
Financing Committee (member)
| |
|
Lior Reitblatt |
65 |
November 2017 |
Independent Director |
Independent Director |
Financial Expert
|
Audit Committee Financial Expert |
Audit Accounting Committee (member)
Compensation Committee (member) |
|
Ovadia Eli |
77 |
August 2011 |
(1) |
- |
- |
Climate, Sustainability Community Committee (member)
| |
|
Reem Aminoach |
61 |
March 2017 |
(2) |
Independent Director |
Financial Expert |
- |
Climate, Sustainability Community Committee (member)
|
|
Sagi Kabla |
46 |
February 2016 |
(1) |
Financial Expert |
- |
Financing Committee (Chair)
Climate, Sustainability Community Committee (member)
| |
|
Tzipi Ozer Armon |
57 |
January 2020 |
Independent Director |
Independent Director |
Financial Expert |
- |
- |
|
Gadi Lesin |
55 |
March 2021 |
Independent Director |
Independent Director |
Financial Expert |
Audit Committee Financial Expert |
Audit Accounting Committee (member)
Climate, Sustainability Community Committee (member)
|
|
Dr. Miriam Haran |
73 |
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
|
57 |
January 2022 |
External Director |
Independent Director |
Financial Expert |
Audit Committee Financial Expert |
Audit Accounting Committee (Chair)
Compensation Committee (member)
Financing Committee (member) |
|
Michal Silverberg |
46 |
July 2022 |
(2) |
Independent Director |
Financial Expert |
- |
- |
ICL
Group Limited 200
| (1) |
Messrs. Yoav Doppelt, Aviad Kaufman, Sagi Kabla, Avisar Paz and
Ovadia Eli are not considered independent directors under the above rules by virtue of the positions they hold, or previously held, with
our controlling shareholder or in the Company. |
| (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”.
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 Melisron Ltd. as well as AKVA
Group ASA and previously served as Chairman of OPC Energy Ltd. (TASE: OPC), and
as a director of Zim Integrated Shipping Services 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. Mr. Reitblatt has also previously served,
among other positions, as Chairman of the Board of Life Style Ltd. and member of the board of Office Depot Israel Ltd. 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 201
Ovadia
Eli. Mr. Eli served as the Chairman of the Board of Oil Refineries Ltd for two terms, the first from 1996 to 2003 and the second
from 2015 to August 2021. Mr. Eli also served as Chairman of the Board of the Israel Airports Authority, Israel Military Industry (I.M.I),
Shmanim Besisyim Haifa Ltd. and I.C.P.I. Mr. Eli served as a member of the Board of Directors of Salt Industries Israel Ltd., Shaarei
Ribit Ltd., Zim Integrated Shipping Services Ltd. and OPC Rotem Ltd. Mr. Eli holds a BA degree in Educational Counseling and Bible Studies
from Haifa University and is a graduate of the Lifshitz Teachers College in Jerusalem.
Reem Aminoach. Mr. Aminoach served, until recently, 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 MA. 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., SimilarWeb and Check Point and previously served as a director at IACC. 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.
ICL
Group Limited 202
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. Dr. Haran was
Senior Researcher at A.Y. Laboratories, Researcher at Unikoor Biotechnology, Researcher and Senior Lecturer at the Hebrew University,
and Researcher at Rutgers University in Newark, New Jersey. 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.
Dafna
Gruber. Ms. Gruber currently serves 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 or independent
director of several public companies, including Nova Measuring Instruments Ltd. and Cellbrite Ltd. 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.
ICL
Group Limited 203
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 |
58 |
President Chief Executive Officer |
|
Amir Meshulam(1)
|
46 |
Senior Vice President, Global Internal Auditor |
|
Anantha N. Desikan |
55 |
Executive Vice President, ICL Chief Innovation and Technology
Officer |
|
Aviram Lahav |
63 |
Chief Financial Officer |
|
Elad Aharonson |
49 |
Executive Vice President, ICL Growing Solutions Division
|
|
Ilana Fahima |
57 |
Executive Vice President, Chief People Officer |
|
Lilach Geva-Harel |
46 |
Executive Vice President, Global General Counsel |
|
Meir Mergi |
60 |
President, Potash Division |
|
Miri Mishor |
59 |
Executive Vice President, Global Information Technology
|
|
Noam Goldstein |
62 |
Executive Vice President, Operational Excellence, Energy, and
Innovation |
|
Philip Brown (2)
|
53 |
President, ICL Phosphate Specialty Solutions Division
|
|
Yaniv Kabalek(3)
|
48 |
President, ICL Industrial Products Division |
| (1) |
See C. Board Practices – Internal Auditor. |
| (2) |
In June 2022, Mr. Philip Brown was appointed President, ICL Phosphate
Specialty Solutions Division, replacing Mr. Chris Millington. |
| (3) |
In September 2022, Yaniv Kabalek was appointed President, Industrial
Products Division |
In
July 2022, Anat Tal-Ktalav, our former President, Industrial Products Division, and Nitzan Moshe, our former EVP, Global Operations, were
tragically killed in a car accident in Israel. Following the accident, the former responsibilities of Nitzan Moshe, such as safety, sustainability,
risk management and quality assurance, were divided among Aviram Lahav, Lilach Geva Harel, Meir Mergi and Noam Goldstein
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. Mr. Raviv Zoller was appointed as a member of the board of the International Fertilizer Association (IFA).
Mr. Zoller is the representative of the West Asia region and was elected as Chairman of IFA’s Sustainability Committee. Mr. Zoller
holds a B.A. degree in Economics and Accounting from Tel Aviv University and is a qualified certified public accountant.
ICL
Group Limited 204
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 RD (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. 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, Global General Counsel 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 205
Miri
Mishor. Mrs. Mishor serves as EVP, ICL Information Technology since 2014. Mrs. Mishor joined ICL in 1986 and served in various
positions, including CIO of ICL Industrial Products and VP Information Systems of ICL Fertilizers. 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 for Operational Excellence, Innovation Energy since March 2021. 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 until recently as the president of ICL´s
Potash Division. 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 June 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 was Operations Manager at CP
Kelco, from 1997 to 2006, and served 13 years and 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 AM 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 2007-2012. Mr. Kabalek holds
a BA degree in Economics and an MA degree in Business Administration, both from Ben Gurion University
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.
ICL
Group Limited 206
B. COMPENSATION
Directors Compensation:
The approval of our director’s 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, except in special circumstances and subject to certain conditions, in which case the shareholder approval must be by a special
majority.
Non-Executive
Directors: Effective as of July 1, 2022, 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 per meeting fees), 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.
Cash
compensation and Fees: The per meeting fees vary in accordance to the qualification of the non-executive directors, depending on
whether the director is qualified as an “Expert Director” under the Compensation Regulations. The fees are currently as follows:
|
Expert Directors |
Non-Expert Director | |
|
Fixed Annual Fee |
~NIS 150,000 (approximately $45,000)
| |
|
Per Meeting Fee |
NIS 5,655 (approximately $1,687) |
NIS 4,240 (approximately $1,265) |
Until
July 1, 2022, directors who are office holders of Israel Corp. (other than our Executive Chairman of the Board, Mr. Yoav Doppelt), namely,
Aviad Kaufman and Sagi Kabla, did not receive compensation from the Company for their services as Company directors; instead, their fees
were included in the annual management fees we paid to Israel Corp. pursuant to the management services agreement with Israel Corp. that
was approved by our shareholders effective as of January 1, 2021, for a three year term until December 31, 2023 (the “Management
Agreement”). The Management Agreement was terminated as of July 1, 2022, following which Mr. Kaufman and Mr. Kabla began to be paid
their director cash compensation. Mr. Kabla, Israel Corp.'s Chief Financial Officer, has requested that his director cash compensation
be either assigned and paid directly to Israel Corp. or paid directly to him, as instructed by Israel Corp.
In March 2022, a temporary amendment to the Compensation Regulations was adopted, allowing boards of directors
to adopt criteria for purposes of classifying the participation of directors in meetings held electronically as attendance in person for
purposes of the payment of per meeting fees, during such period that a “public health emergency situation” has been declared
due to the Covid-19 pandemic. Accordingly, on May 25, 2022, the Company's Board of Directors adopted such criteria.
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 entered into with them. For further information, see “Item 6 - Directors,
Senior Management and Employees— C. Board Practices – Insurance and Indemnification”.
ICL
Group Limited 207
The
aggregate compensation paid by us to our non-executive directors for the year ended December 31, 2022, was approximately $824,000. This
amount includes annual and per meeting fees but does not include business travel and expenses reimbursed to directors.
2022
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, 2022 (amounts exclude VAT):
|
Non-executive Director |
Beginning of service in 2022
(if applicable) |
Fixed Annual Fee |
Aggregate Per Meeting Fees |
Other * |
Total |
|
Aviad Kaufman |
July 1, 2022 |
NIS 76,138
(~$22,709) |
NIS 65,576
(~$19,558) |
- |
NIS141,714
(~$42,267) |
|
Avisar Paz |
- |
NIS 152,275
(~$45,417)
|
NIS 121,784
(~$36,323) |
NIS 30,432
(~$9,076) |
NIS 304,491
(~$90,816) |
|
Dafna Gruber |
January 27, 2022 |
NIS 141,277
(~$42,237) |
NIS 192,044
(~$57,278) |
- |
NIS 333,321
(~$99,415) |
|
Gadi Lesin |
- |
NIS 152,275
(~$45,417) |
NIS 172,137
(~$51,341) |
NIS 4,524
(~$1,349) |
NIS 328,936
(~$98,107) |
|
Lior Reitblatt |
- |
NIS 152,275
(~$45,417) |
NIS 195,557
(~$58,326) |
NIS 39,902
(~$11,901) |
NIS 387,734
(~$115,644) |
|
Michal Silberberg |
July 1, 2022 |
NIS 76,138
(~$22,709) |
NIS 57,379
(~$17,114) |
NIS 24,770
(~$7,388) |
NIS 158,287
(~$47,211) |
|
Dr. Miriam Haran |
- |
NIS 152,275
(~$45,417) |
NIS 203,754
(~$60,771) |
- |
NIS 356,029
(~$106,188) |
|
Ovadia Eli |
- |
NIS 114,120
(~$34,037) |
NIS 95,702
(~$28,544) |
NIS 20,187
(~$6,021) |
NIS 230,009
(~$68,602) |
|
Reem Aminoach |
- |
NIS 152,275
(~$45,417) |
NIS 58,550
(~$17,463) |
NIS 12,191
(~$3,636) |
NIS 223,016
(~$66,516) |
|
Sagi Kabla |
July 1, 2022 |
NIS 76,138
(~$22,709) |
NIS 86,654
(~$25,845) |
- |
NIS 162,792
(~$48,554) |
|
Tzipi Ozer-Armon |
- |
NIS 152,275
(~$45,417) |
NIS 117,100
(~$34,926) |
NIS 15,229
(~$4,542) |
NIS 284,604
(~$84,885) |
* Includes business travel and expenses reimbursed to directors as
well as payments in accordance with the Covid-19 criteria that was adopted by the Board of Directors, as described above.
Executive
Chairman of the Board's Compensation: Mr. Doppelt's compensation terms as our Executive Chairman of the Board were approved by
HR Compensation Committee and Board of Directors on January 31, 2022, and February 8, 2022, respectively, and by our shareholders
at the Annual General Meeting held on March 30, 2022. Mr. Doppelt's compensation terms are in effect for three years from July 1, 2022,
concurrently with the date the Management Agreement was terminated.
Commencing
as of July 1, 2022, Mr. Doppelt has been employed by the Company, and his compensation terms are as follows:
| (1) |
Annual cost: Annual
fixed cost of employment of NIS 1,800,000 (approximately $537,000). |
| (2) |
Short-term incentive:
Mr. Doppelt may be entitled to an annual cash bonus, in accordance with the Executive Chairman’s short-term incentive (“STI”)
formula set forth in the Company’s Compensation Policy. Mr. Doppelt’s target STI, which is also his maximum STI payout in
any given year, is NIS 1,200,000 (approximately $341,000). For details regarding Mr. Doppelt’s STI formula as well as for the 2022
STI, see below "Short-Term Incentive - The Annual Bonus Component". |
ICL
Group Limited 208
| (3) |
Termination arrangement:
In the event of termination of Mr. Doppelt's term of office as Executive Chairman of the Board, 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) |
In addition, pursuant to the decision of the HR Compensation
Committee on January 31, 2022, the Board of Directors on February 6, 2022, and our shareholders at the annual general meeting held on
March 30, 2022, Mr. Yoav Doppelt was awarded a three-year LTI award, for the years 2022-2024, in the form of non-marketable options, exercisable
into 1,055,100 Ordinary Shares, at an exercise price of $11.2 per share (or on a cashless basis based for a reduced number of shares pursuant
to a customary “net exercise” formula), with a total value of NIS 9 million (approximately $2.8 million), or NIS 3 million
(approximately $941,000) per vesting annum. For details regarding the Company's equity compensation plans, see Note 19 to our Audited
Financial Statements. |
Equity
(LTI) Grant to the Executive Chairman of the Board:
|
Grant for Year |
Offerree |
Grant Date |
Type of Equity(2)
|
Dates of Governance Bodies' Approvals
|
Grant Value (ILS) |
Amount of Options |
Expiration Date |
|
2022-2024 |
Mr. Yoav Doppelt, Executive Chairman of the Board |
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
|
|
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 (other than in the event of termination for cause). | |||||||
| (1) |
The Equity awards were granted pursuant to the Company’s
Equity Compensation Plan (2014), as amended in June 2016. |
Other
than the agreement with Mr. Doppelt in his capacity as Executive Chairman of the Board, described above, and the acceleration of equity
awards upon termination of director 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.
ICL
Group Limited 209
Senior
Management Compensation
Our Compensation Philosophy: The design and philosophy
of our executive compensation program closely links financial performance and strategy execution 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. Commencing in
2021, our HR Compensation Committee and Board of Directors determined to include ESG performance targets as part of the annual short
term incentive plan of all executive officers, to reflect our commitment to create impactful solutions for humanity’s greatest sustainability
challenges. Accordingly, for the years 2022 and 2023, 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 (“GHG”)
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.
The
aggregate compensation amount incurred to all of the members of our senior management (Global Executive Committee – GEC) as of December
31, 2022, was approximately $16 million for the year 2022. This amount includes an annual provision for pension or other retirement benefits
for our senior management of approximately $1 million.
ICL
Group Limited 210
The
following table and accompanying notes describe the compensation incurred for the year 2022 with respect to the five highest earning senior
officers of ICL for such period.
|
Details of the Recipient |
Payments for services |
||||||
|
Name |
Position |
Scope of position |
Base Salary |
Compensation(1)
|
Bonus (STI)
(2) |
Equity based compensation (LTI)(3)
|
Total |
|
US$ thousands | |||||||
|
Raviv Zoller (4)
|
President Chief Executive Officer |
100% |
756 |
1,094 |
995 |
2,691 |
4,780 |
|
Yoav Doppelt (5)
|
Executive Chairman of the Board |
Invests significant portion
of his time |
226 |
870 |
171 |
1,503 |
2,544 |
|
Aviram Lahav (6)
|
Chief Financial Officer |
100% |
339 |
805 |
425 |
688 |
1,918 |
|
Elad Aharonson (7)
|
President, Growing Solutions Division |
100% |
412 |
577 |
367 |
809 |
1,753 |
|
Anat Tal-Ktalav (Deceased) (8) |
Former President of Industrial Products Division |
- |
177 |
1,026 |
- |
719 |
1,745 |
| (1) |
The salary items (compensation) column set out in the above table
includes 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 the Company's Compensation Policy. |
| (2) |
The annual bonuses (STI awards) to officer holders for 2022, including
the top-five earners in 2022, were approved by our HR Compensation Committee and Board of Directors on February 12, 2023, and February
14, 2023, 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, 2022, 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 211
Five highest earning senior officers' employment terms summary, according to their employment agreements:
|
Senior officer |
Employment terms | |
|
(4) |
Raviv Zoller |
• Base
salary:
- Annual
base salary of NIS 2.4 million (approximately $716,000), indexed to the Israeli Consumer Price Index (CPI). Mr. Zoller’s annual
base in 2022, was NIS 2.53 million (approximately $756,000). - Monthly
base salary of approximately NIS 211,250 (approximately $63,000), as of December 31, 2022;
• STI
– Annual Bonus: See below “Short-Term Incentive - The Annual Bonus Component”.
•
LTI
– Equity:
- In
accordance with Mr. Zoller's employment agreement, as signed on July 3, 2018, and amended in July 2019 ("Mr. Zoller's Employment Agreement"),
Mr. Zoller is entitled to an annual LTI (equity) grant of NIS 4.8 million (approximately $1.4 million), or any other amount per vesting
annum, as determined and approved by the Company's authorized governance bodies, including by the Company's shareholders. For Mr. Zoller
three-year LTI grant for the years 2019-2021, in the form of non-marketable options, with value of NIS 4.8 million (approximately $1.4
million) per vesting annum, see Note 19 to our Audited Financial Statements.
- On
February 6, 2022, February 8, 2022, and March 30, 2022, our HR Compensation Committee, Board of Directors and shareholders, respectively,
approved a three-year LTI award to Mr. Raviv Zoller, for the years 2022-2024, in the form of non-marketable options, with value of NIS
5.5 million (approximately $1.7 million) per vesting annum. For details regarding Mr. Zoller's LTI grant for 2022-2024, 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 indexed to the
Israeli Consumer Price Index (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, study fund,
disability insurance, Company car, gross up, etc., as well as the exemption, insurance and indemnification arrangements applying to the
Company’s office holders. |
|
(5) |
Yoav Doppelt |
• For
details regarding Mr. Doppelt’s compensation terms as our Executive Chairman of the Board, see above ‘Executive Chairman of
the Board's Compensation’, as well as the Short-Term Incentive (Annual Bonus) Component section below. |
|
(6) |
Aviram Lahav |
• Monthly
base salary: NIS 100,000 (approximately $30,000). Mr. Lahav’s base salary may be updated twice a year according to the rise
in the CPI in the months that passed since the previous update.
• 2022
STI: See below "Short-Term Incentive Annual Bonus Component".
• On
February 14 and 16, 2023, our HR and Compensation Committee and Board of Directors, respectively, approved a change to Mr. Lahav’s
compensation mix, such that as of March 2023, Mr. Lahav’s monthly base salary will increase to NIS 120,000 (approximately $36,000)
while his target STI will be reduced from 100% to 75% of his annual base salary.
• 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
2022 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, disability fund, Company car, as well as the exemption, insurance and indemnification
arrangements applying to the Company’s office holders. |
|
Senior officer |
Employment terms | |
|
(7) |
Elad Aharonson |
• Monthly
base salary: NIS 115,000 (approximately $34,000). Mr. Aharonson’s base salary may be updated twice a year according to the
rise in the CPI in the months that passed since the previous update.
• 2022
STI: 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 2022 Financial Statements.
• Termination
arrangements:
- Advance
notice period of 6 months.
- 6
months adjustment period if employment is involuntary terminated during the first two years of his employment.
All other benefits customary in the
Company, such as regular provisions for pension and severance, disability fund, Company car, as well as the exemption, insurance and indemnification
arrangements applying to the Company’s office holders. |
|
(8) |
Anat Tal-Ktalav (Deceased) |
•
Mrs. Tal-Ktalav was killed in
a tragic car accident on July 28, 2022 (“End of Employment Date”). The below compensation terms include the final account
for the end of employment, as approved by our Company’s HR Compensation Committee and Board of Directors on September 14,
2022, in accordance with the Company’s Compensation Policy.
• The
base salary column represents the aggregate base salary paid to Mrs. Tal-Ktalav in 2022 until the End of Employment Date.
• The
Compensation column includes, in addition to the aggregate base salary:
- ICL
collective life insurance payment of approximately NIS 760,000 (approximately $221,000).
- Severance
completion payment of NIS 630,000 (approximately $185,000).
- 12-monthly
salaries termination grant in the aggregate amount of NIS 1.02 million (approximately $295,000).
- Annual
bonus for 2022 (representing the target bonus only) in the amount of NIS 1.02 million (approximately $295,000).
• LTI:
The equity-based compensation amount in the above table reflects the expense that was recognized for Mrs. Tal-Ktalav’s LTI in the
Company’s 2022 Financial Statements, including acceleration of vesting of the first portion (1/3) of the 2022 LTI triennial grant,
as well as extension of the exercise period of all outstanding options until the end of their respective expiration dates.
• Legal
support to the family in the amount of NIS 25,000 (approximately $7,250). |
ICL
Group Limited 212
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 2022 continues 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. The incentive targets continue to be
set as a percentage of salary, with actual payouts based on a performance multiplier dependent on the achievement of predetermined annual
goals. Commencing in 2021, our HR Compensation Committee and Board of Directors resolved to include ESG performance targets as part
of the annual short term incentive plan of all executive officers, to reflect our commitment to create impactful solutions for humanity’s
greatest sustainability challenges. Accordingly, for the years 2022 and 2023, our HR Compensation Committee and Board of Directors
set annual KPI’s for our executive management that incorporate improvement of specific ESG targets, including: health safety
performance (IR improvement targets), environmental performance (water savings, waste reduction, GHG 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. On February 12, 2023, and February 14, 2023, our HR Compensation
Committee and Board of Directors, respectively, approved the annual short-term incentive awards to our office holders for 2022, including
the top-five earners in 2022 among ICL’s senior officers, in accordance with the Company’s Compensation Policy, and according
to the criteria set forth above.
The
Company's Compensation Policy includes a formula for the calculation of the annual bonus for our CEO and Executive Chairman of the Board,
as detailed below. With respect to our other Executive Officers, 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 a qualitative evaluation.
CEO
STI Formula as set forth in the Company’s Compensation Policy:
| • |
The target STI (“STI Target”) for the CEO represents
the conceptual payout amount for 100% performance level (i.e, achieving weighted 100% of all targets) in a given year. The Target STI
for the CEO shall not exceed 120% of the CEO’ annual base salary. |
| • |
80% of the CEO's STI Target will be measured against the performance
level of annual measurable financial and measurable 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, and including ESG targets, as detailed above.
|
| • |
Out of the 80% STI Target, at least 60% of STI Target will be measured
against financial goals that will be included in the annual budget. The other 20% (or less) of STI Target will be measured against other
measurable non-financial goals. The achievement level of each goal, whether measurable financial goals or measurable non-financial goals,
will be measured independently of other goals, according to the rating scale set forth in the Compensation Policy, and then translated
to payout factors. |
ICL
Group Limited 213
| • |
STI Threshold: If
either ICL adjusted operating income and/or adjusted net income actual performance will not meet the threshold performance level (60%
of budget), there will be no payout for the 80% of STI that is measured against measurable financial and measurable non-financial goals.
|
| • |
The remaining 20% of the CEO's STI Target will be measured based
on a qualitative evaluation by the HR Compensation Committee and Board of Directors after receiving a recommendation of the Executive
Chairman of the Board. The maximum payout for this component cannot exceed the higher of three base monthly salaries or 25% of total actual
STI payout. |
| • |
The maximum STI payout for the CEO pursuant to the Compensation
Policy cannot exceed, for any given year, the lower of 130% of the CEO's STI Target for such year or $1.5 million. |
| • |
Mr. Zoller’s STI target as per Mr.
Zoller's Employment Agreement is NIS 2.5 million (approximately $710,000). The maximum STI payout according to Mr. Zoller’s Employment
Agreement is NIS 3.75 million (approximately $1.07 million). |
| • |
In accordance with Mr. Zoller's Employment
Agreement, all compensation items per Mr. Zoller's Employment Agreement, are indexed to the Israeli CPI. |
| • |
For details regarding Mr. Zoller’s STI payout in 2022, see
below. |
Chairman
of the Board (CoB) STI Formula as set forth in the Company’s Compensation Policy:
| • |
The STI Target for the CoB represents the conceptual payout amount
for 100% performance level (i.e., achieving weighted 100% of all targets) in a given year. The STI Target for the CoB shall not exceed
120% of the CoB annual base salary. |
| • |
30% of the CoB's STI Target will be measured against the performance
level of ICL EBITDA; 30% against the performance level of ICL Operating Income; 20% against the performance level of ICL Net Income, and
20% against the performance level of ICL’s Revenues. These goals will be taken from ICL’s budget for the relevant fiscal year,
and each will be measured as adjusted according to the rating scale set forth in the Compensation Policy. |
| • |
Mr. Doppelt’s target STI, which is also his maximum STI payout
in any given year, is NIS 1,200,000 (approximately $341,000). |
| • |
The maximum STI payout for the CoB shall not exceed, for any given
fiscal year, the lower of 150% of the CoB target STI and $1,000,000. |
| • |
STI Threshold: If
either ICL’s adjusted operating income and/or adjusted net income actual performance will not meet the threshold performance level
(60% of budget), there will be no payout for the 80% of STI that is measured against measurable financial and measurable non-financial
goals. |
| • |
For details regarding Mr. Doppelt’s STI payout in 2022, see
below |
Executive
Officers STI requirements as set forth in the Company’s Compensation Policy:
| • |
The maximum STI payout for an Executive Officers, other than the
CEO and Executive Chairman, shall not exceed, for any given fiscal year, the lower of 225% of the Executive Officer’s STI Target
for such year and $1,000,000. |
ICL
Group Limited 214
| • |
For details regarding the highest earners Executive Officers STI
payout in 2022, see below. |
Five-highest
earners STI payout in 2022:
|
Executive Office |
Annual Base |
STI Target % |
STI Target |
Overall score of % target(1)
|
2022 STI Payout |
|
Raviv Zoller |
NIS 2.58 million
(~$0.77 million) |
NA(2)
|
NIS 2.69 million
(~$0.76 million) |
130% |
NIS 3.5 million
(~$1 million)(3)
|
|
Yoav Doppelt |
NIS 1.5 million
(~$0.45 million) |
- |
NIS 1.2 million
(~$0.34 million) |
150% |
NIS 0.6 million
(~$0.17 million)(4)
|
|
Aviram Lahav |
NIS 1.2 million
(~$0.36 million) |
100% |
NIS 1.2 million
(~$0.34 million) |
124.5% |
NIS 1.49 million
(~$0.42 million) |
|
Elad Aharonson |
NIS 1.38 million
(~$0.41 million) |
75% |
NIS 1.35 million
(~$0.4 million) |
124.8% |
NIS 1.29 million
(~$0.37 million) |
|
Anat Tal-Ktalav (Deceased) (5)
|
- |
- |
- |
- |
- |
| (1) |
For all executive officers, other than Mr. Doppelt who has a different
formula as set forth above, this column represents the weighted % score of the measurable financial and non-financial goals (including
ESG targets) and qualitative evaluation. |
| (2) |
Mr. Zoller's STI Target was determined in Mr. Zoller's Employment Agreement as a nominal number only (linked
to the CPI). |
| (3) |
Mr. Zoller’s potential 2022 STI payout was higher than NIS
3.5 million (approximately $995,000), but was capped at 130% of the target bonus, as per the requirements of our Compensation Policy.
|
| (4) |
Mr. Dopplet’s 2022 STI is prorated (50%), according to the
date his updated compensation terms commenced, i.e. as of July 1, 2022. |
| (5) |
For details regarding Mrs. Tal-Ktalav’s final account calculations
following her end of employment, see the five highest earning senior officers' employment terms summary above. |
ICL
Group Limited 215
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 and
Gadi Lesin 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 and Gadi Lesin qualify as independent directors
under the rules applicable to the US companies listed on the NYSE. Messrs. Yoav Doppelt, Aviad Kaufman, Sagi Kabla, Avisar Paz and
Ovadia Eli 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 characteristics: industry experts; 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 directors' vacant position.
ICL
Group Limited 216
Board
Effectiveness Review
During
2020 and 2021, our board of directors underwent an external assessment of the effectiveness of the board of directors, which was conducted
by one of the big four global accounting firms, following which the external consultants presented its analysis and observations and related
recommendations and opportunities to assist the board in achieving increased board effectiveness. The process included (among other things)
a review of the background materials for board meetings and minutes of board meetings, interviews with the chairman of the board, all
other company directors and certain company officers, and a survey regarding board practices that was designed in collaboration with us
and completed on an anonymous basis by the board members. The board effectiveness assessment was conducted by the external consultant
in accordance with a global methodology, and in relation to best practices and international corporate governance standards. The consultants
assessed the board’s governance maturity based on a board maturity model and determined that the board’s governance is at
a high level of maturity. The board of directors analyzed the findings of the assessment and the recommendations and opportunities for
improvement, and created, with the assistance of the external consultants and in collaboration with the Company and its corporate secretary,
a plan for the implementation of the recommendations, most of which have been implemented or are in progress.
Following
the external process for evaluating the effectiveness of our board of directors, as described above, the board has adopted the survey
for future self-assessments of the effectiveness of the board of directors and for year on year comparisons. In February 2022 the board
of directors conducted a periodic review and the conclusions of the periodic self-assessment of the effectiveness of the board and the
conclusions of the self-assessment were presented to the board of directors on June 29, 2022, and have been subsequently implemented.
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.
ICL
Group Limited 217
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 the US law are not identical, it is possible for a director to qualify as one but not necessarily as the other.
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 the 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.
ICL
Group Limited 218
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 first three-year term commenced on July 14,
2021, and Ms. Dafna Gruber, whose first three-year term commenced on January 27, 2022.
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 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 219
|
Committee Name |
Main Responsibilities |
Committee Members |
Number of Meetings in Reported Year
|
Average Attendance |
|
Audit Accounting (1)
Statutory committee
|
-
Identifying 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 auditors
-
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 mitigate the identified risks |
Dafna Gruber (Chair)
Dr. Miriam Haran
Lior Reitblatt
Gadi Lesin
|
9 |
100% |
|
Human Resources Compensation (2)
Statutory committee |
-
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 directors (which require approval by the compensation
committee under the Companies Law)
-
Approving, under
certain circumstances, an exemption from shareholder approval of the 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 |
Dr. Miriam Haran (Chair)
Dafna Gruber
Lior Reitblatt |
9 |
100% |
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Group Limited 220
|
Committee Name |
Main Responsibilities |
Committee Members |
Number of Meetings in Reported Year
|
Average Attendance |
|
Climate, Sustainability
Community Relations (3)
Not statutory committee, advisory only |
- Overseeing
ICL’s climate, sustainability, safety, environment and water management related risks an opportunities, targets, policies and programs
- Overseeing
ICL’s community outreach programs, public relations advocacy
- Overseeing
diversity and inclusion aspects in the Company |
Dr. Miriam Haran (Chair, Environmental Expert))
Ovadia Eli
Reem Aminoach
Sagi Kabla
Gadi Lesin |
3 |
87% |
|
Financing Committee (4)
Not statutory committee, advisory only |
- Overseeing
ICL’s financing and equity management and operations, including loans, equity offerings, hedging, debt and other financing vehicles
|
Sagi Kabla (Chair)
Aviad Kaufman
Avisar Paz
Dafna Gruber |
2 |
100% |
|
Operations Committee (5)
|
- |
- |
1 |
100% |
Board
of Directors Attendance: number of meetings in 2022
– 18; average attendance – 91%
Audit and Accounting Committee
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 Chairman 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 the 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.
| (1) |
Human Resources and Compensation Committee |
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 Chairman 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.
ICL
Group Limited 221
| (2) |
Climate, Sustainability and Community Relations Committee
|
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.
| (3) |
Financing Committee |
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.
| (4) |
Operations Committee |
On
November 16, 2022, our Board of Directors concluded that the responsibilities of our Operations Committee should be discussed at the Board
level and resolved to disband the Operations Committee, effective immediately.
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 time 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 obligated to comply with IIA 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 benchmark. The audits of all the operational sites are preformed 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 222
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, on January 5, 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
DO
Framework Transaction
On
January 30, 2020, the Company’s shareholders approved a three-year framework transaction which enables the Company to purchase,
from time to time, directors’ and officers’ liability insurance policies for a two-tier coverage of directors’ and officers’
liability, including a joint tier with Israel Corp., beginning February 1, 2020 (the "Framework Transaction"). The insurance policies
under the Framework Transaction include a joint primary tier with Israel Corp. with a joint liability cap of up to $20 million, and a
separate tier covering the Company alone, with a liability cap of up to $330 million, with a total liability limit of up to $350 million
for both tiers. Our directors and officers are beneficiaries of both tiers. Pursuant to the Framework Transaction, the cost of the annual
premium shall not exceed a cap of $10 million for both tiers. The division of the premium amount between the Company and Israel Corp.
in the joint tier is 80% to be paid by the Company and 20% by Israel Corp, and the HR Compensation Committee and the Board of Directors
have the authority to change, from time to time, the premium allocation in respect of the joint tier between the companies, according
to the recommendation of the insurers and/or brokers, and provided that such changes will not exceed 25% over the entire transaction period.
Deviation from these limits shall require shareholder approval. In accordance with the terms of the Framework Transaction and the Company's
Compensation Policy, the Company's directors’ and officers’ liability insurance policy for 2022, was approved by the Company's
authorized organs, effective as of March 2022. The 2022 directors’ and officers’ liability insurance policy includes a liability
limit of $150 million for both tiers (comprised of a limit of $40 million, with an additional Side A coverage (directors and officers
only) limit of $110 million). The Company is acting to renew its directors' and officers' liability insurance policy for 2023, effective
as of March 2023, and will approve the renewed directors' and officers' liability insurance policy in accordance with the Israeli Companies
Regulations (Relief in Transactions with Interested Parties), 5760-2000.
Other
Information
We
have not engaged in any arrangements with directors providing for benefits upon termination of employment, with the following exceptions:
(1) 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; and (2) In accordance with the Equity Plan, the board members'
vesting of restricted shares would fully accelerate if the holder thereof ceases to serve as a director of the Company, unless he ceased
to hold office due to those certain circumstances regarding early termination of office or imposition of enforcement measures, as set
forth in section 231-232a and 233(2) of the Companies Law.
ICL
Group Limited 223
D. EMPLOYEES
Breakdown
of Employees by Segments
|
2022 |
2021 |
2020 |
|
Phosphate Solutions |
3,961
|
4,608 |
4,601 |
|
Growing Solutions |
3,792
|
2,406 |
994 |
|
Potash |
2,120
|
2,498 |
2,491 |
|
Industrial Products |
1,624
|
1,595 |
1,654 |
|
Global functions and headquarters |
1,236
|
1,162
|
1,092
|
|
Sub Total |
12,733
|
12,269 |
10,832 |
|
Temporary employees |
886
|
964 |
912 |
|
Total employees |
13,619
|
13,233 |
11,744 |
Geographic
Breakdown of Employees
|
2022 |
2021 |
2020 |
|
Israel |
4,534
|
4,462 |
4,401 |
|
China |
1,999
|
1,977 |
2,048 |
|
Brazil |
1,711
|
1,644 |
259 |
|
Spain |
940
|
872 |
868 |
|
USA |
830
|
772 |
716 |
|
Germany |
717
|
670 |
697 |
|
UK |
715
|
676 |
670 |
|
Netherlands |
612
|
578 |
584 |
|
France |
127
|
122 |
117 |
|
All other |
548
|
496 |
426 |
|
Sub Total |
12,733
|
12,269 |
10,832 |
|
Temporary employees |
886
|
964 |
912 |
|
Total employees |
13,619
|
13,233 |
11,744 |
As
of December 31, 2022, the Company’s workforce was comprised of 13,619 employees compared to 13,233 employees as of December 31,
2021, an increase of 386 employees.
This
increase is mainly due to the growth of the production support departments in Brazil, and Spain, as well as the growth of the sales and
marketing and RD departments in the Growing Solutions segment and in
the Food strategy unit within the Phosphate Solutions segment and in the
Growing Solutions segment.
As the Company continues to focus on targeting long-term growth through its diversified specialty solutions,
it decided to change its managerial structure so that, as of January 2022, the activities of ICL Boulby and other European business components
were allocated from the Potash and Phosphate Solutions segments, respectively, to the Growing Solutions segment. For further information,
see Note 5 to our Audited Financial Statements and “Item 5 – Financial Results and Business Overview— A. Operating Results".
ICL
Group Limited 224
Employment,
Employee Experience Talent Succession
Our
employees in Israel are employed under collective or personal employment agreements. The collective bargaining agreements are negotiated
and renewed from time to time. By law, if a new collective bargaining agreement is not signed, the terms of the original agreement are
extended for an unlimited period, unless one party gives notice to the other of its cancellation. As of the publication date of this Annual
Report, no notice of cancellation had been given for any of the collective bargaining agreements currently in effect at ICL.
The
following subsidiaries in Israel have collective bargaining agreements in force up to the date indicated: DSW, up to September 2022; Mifalei
Tovala, up to December 2022; TAMI, up to December 2022; Dead Sea Magnesium, up to December 2023; Fertilizers and Chemicals,
up to December 2023; Bromine Compounds, up to March 2025 and Rotem Israel, up
to July 2026.
In
2022, the labor agreements for DSW, Periclas, Tovala and Tami were expired. As
of the reporting date, the parties are negotiating their renewal.
Senior
employees in Israel serving in special positions and members of management are employed under personal agreements. These agreements are
not limited in time and may be terminated with advance notice of a few months.
A
small number of employees at ICL’s sites in Israel are employed through employment agencies for short terms. In addition, we have
contracted in Israel with subcontractors for various outsourcing services such as security, packaging, maintenance projects, catering,
cleaning, and other services. In accordance with ICL's Board of Directors' decisions from 2004, contractors who employ workers at ICL’s
plants in Israel are required to provide their employees - who permanently work for ICL - with holiday gifts and other benefits such as
uniforms and meals.
ICL’s
employees outside of Israel are employed according to employment terms prevailing in the countries in which they are employed. A significant
number of overseas employees, primarily in China, Germany, the Netherlands, the UK, Spain, and the US, are employed under collective agreements
and/or arrangements.
Under
Chinese labor law, it is a mandatory requirement for employers to enter personal labor contracts with their employees. As such, the permanent
staff of YPH is employed under respective personal labor contracts. However, under PRC law, employees have the right to establish a labor
union to represent their interests and protect their legal rights. YPH has a labor union which may represent employees negotiating with
their employer for collective agreements regarding remuneration, working hours, work safety, etc. Such collective agreements are mainly
used to benchmark certain working conditions.
ICL
companies in Brazil were recently integrated into one organizational structure. ICL employees in Brazil are covered by a collective bargaining
agreement with the Labor Council that negotiates annual increases collectively between all the companies. Local ICL agreements exist for
each site covering working conditions and benefits. The staff responsible for sales varies according to the company between employees
and independent contractors, based on business needs.
ICL
Group Limited 225
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, experiences, and knowledge bases. Inclusion means welcoming and embracing
colleagues who look, act, and, importantly, think differently. We view Belonging as a human need,
genetically wired in each one of us.
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 (DI) policy, first formulated
in 2020, that will strengthen ICL’s direction and provide a measurement in this area.
In
support of this intention, ICL appointed a Global Diversity, Inclusion, and Belonging Officer in 2020. The role includes responsibility
for developing and implementing a strategy to become a company with an inclusive atmosphere, one in which we can proudly and
genuinely say that we celebrate our diversity. We are committed to becoming a company in which each employee has a true feeling of
belonging, as well as a company dedicated to improving its DI measures.
The
Diversity, Inclusion and Belonging strategy at ICL consists of 5 pillars:
Pillar
1: Hold up a mirror is about measurement and transparency.
| • |
Bloomberg’s Gender-Equality Index 2023 |
We
strive to promote equality at all ICL's facilities worldwide and we are committed to ongoing transparency and developing a diverse and
inclusive workforce.
Bloomberg’s
Gender Equality Index (“GEI") is a standardized reporting framework used globally to acquire comprehensive workplace gender data.
The GEI framework defines a set of metrics used to determine a company’s progress towards equal representation of gender throughout
the levels of the organization, commitment to gender equality goals, policies in place to reduce the impact of familial stresses and responsibilities
on the workplace, and progress towards positive impact on female outside of the employee base. On an annual basis, Bloomberg conducts
systematic outreach to a balanced group of representative stakeholders to help select metrics critical to promoting equity in the workplace
in the current global environment surrounding gender equality.
ICL
Group Limited 226
We
are proud to have been a Bloomberg GEI member since 2019 with a continuously improving score on the GEI, providing our investors and other
stakeholders with greater disclosure of our investments in gender-related practices and policies.
| • |
United Nations Global Compact |
The
UN Global Compact provides a universal language for corporate responsibility and a framework to guide all businesses regardless of size,
complexity or location. The Communication on Progress (CoP) helps ICL, as a global company, to commit to, assess, define, implement, measure,
and communicate its sustainability strategy. 81% of companies attribute progress on their sustainability work to their participation in
UN Global Compact.
ICL
has been a member of UN Global Compact, CoP, since 2021, and an early adaptor
in 2022.
| • |
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 multistakeholder
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.
Furthermore,
ICL has committed to employing 20% females in its overall workforce, which we achieved in 2022, 25% females in senior leadership (T100)
by the end of 2024 (in 2022, the percentage was 23%), and 25% females on ICL’s Board of Directors by 2024 (in 2022, the percentage
was 33%).
ICL
Group Limited 227
See below females in senior leadership (T100)
ICL
Group Limited 228
| • |
Company statistics and trends |
Each
quarter detailed statistics and trends are produced to help ICL focus on those areas that can contribute the most when addressed.
Pillar
2: Understanding by Learning
Various
educational sessions have been offered to all employees worldwide in which they learn to understand their biases and how to change their
way of thinking to act inclusively. Some examples include Unconscious Bias, Understanding Privilege, Cultural Awareness,
Understanding your ICL Colleagues, and Being an Inclusive Leader, in addition
to short knowledge bursts (e-learning) on “Leading Your Team in an Inclusive Manner” or “Running More Inclusive Meetings”.
| • |
Talent Development and Learning |
Shifts
in the world of employment as well as changing employee expectations are driving organizations to approach talent, development, and learning
in a more integrated way. During 2022, we introduced several initiatives around learning and development, based on outcomes from our Employer
of Choice, global survey that measured employee engagement and enablement.
ICL’s
leadership model and values are the core of our business and are implemented in all our development offerings. With the ICL Leadership
Model, we seek to embrace the key qualities and capabilities of an ICL leader, demonstrating and cultivating a “Care, Dare, Grow,
and Winning Spirit” – wherever they are and whatever they do. The model is designed in the shape of ICL’s logo to reflect
that our leadership model is at the heart of who we are as a company.
ICL
Group Limited 229
| • |
From MyCampus@ICL to WeGrow@ICL |
Although
we maintain the broadly accepted and popular “MyCampus@ICL” platform for learning offerings (primarily for our global events
calendar overview and depth information for processes like performance management and ICLeaders), in 2021, we introduced the next generation
of learning at ICL. “WeGrow@ICL” is open source and its curated content is powered by AI and based on an up-to-date skills
profile that provides real-time insights about workforce skills beyond roles (role-based skills, personal skills, and strategic, company-wide
skills). Using WeGrow@ICL we are not only enabling our employees to take their development into their own hands and learn in the flow
of work, we also enable our employees to upskill, reskill and redefine their roles
to better align with their future needs.
Pillar
3: Celebrate Globally
As
part of our 2022 Year of Sustainability, the month of May was dedicated to encouraging diversity. From Monday to Thursday during the month
employees participated in challenges, shared stories, attended round table sessions, took a look in the mirror (personal cultural profile
campaign), became more aware and listened to a guest speaker who discussed Diversity.
Another globally celebrated event is International Women’s Day (#IWD).
Pillar
4: Support from Within
| • |
Global DIB@ICL ambassadors: 60 of our employees worldwide have enrolled
to become ‘Diversity, Inclusion and Belonging Ambassadors whose roles are to amplify initiatives developed for the organization.
|
| • |
Employees Resource Groups: In 2022, one Multicultural and two Female
(Leadership) Employees Resource Groups (ERGs) were promoted and established. The ERGs organized several meetings and initiatives, including
a series of guest lectures by Professor Hanneke Takkenberg from Erasmus University (Rotterdam, the Netherlands) on female leadership.
|
Pillar
5: Act!
We
support global, regional, and local initiatives to encourage and empower a diverse culture and workforce.
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”.
ICL
Group Limited 230
Item 7
– MAJOR SHAREHOLDERS AND RELATED (AND INTERESTED) PARTY TRANSACTIONS
A. MAJOR SHAREHOLDERS
The
following table presents, as of February 26, 2023 (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 231
|
Shareholders |
Ordinary Shares Beneficially Owned(1) |
Special State Share |
|||
|
Number |
% |
Number |
% | ||
|
Israel Corporation Ltd.(2)
|
567,012,091 |
43.98%** |
- |
- |
|
State of Israel (3)
|
- |
- |
1 |
100% |
|
Migdal Insurance Financial Holdings Ltd. (4)
|
74,444,699 |
5.77% |
- |
- |
|
Harel Insurance Investments Financial Services Ltd.
(5) |
69,049,335 |
5.40% |
- |
- |
|
Altshuler Shaham Ltd. (6)
|
64,691,143 |
5% |
- |
- |
|
Yoav Doppelt (7)
|
367,081 |
* |
- |
- |
|
Avisar Paz |
- |
* |
- |
- |
|
Aviad Kaufman |
- |
* |
- |
- |
|
Sagi Kabla |
- |
* |
- |
- |
|
Ovadia Eli (8)
|
64,576 |
* |
- |
- |
|
Lior Reitblatt (9)
|
62,092 |
* |
- |
- |
|
Reem Aminoach (10)
|
62,092 |
* |
- |
- |
|
Tzipi Ozer Armon (11)
|
24,331 |
* |
- |
- |
|
Gadi Lesin |
- |
* |
- |
- |
|
Miriam Haran (12)
|
53,289 |
* |
- |
- |
|
Dafna Gruber |
- |
* |
- |
- |
|
Michal Silverberg |
- |
|||
|
Raviv Zoller (13)
|
647,127 |
* |
- |
- |
|
Aviram Lahav (14)
|
261,640 |
* |
- |
- |
|
Lilach Geva Harel (15)
|
353,864 |
* |
- |
- |
|
Ilana Fahima (16)
|
353,864 |
* |
- |
- |
|
Anantha Desikan (17)
|
367,930 |
* |
- |
- |
|
Noam Goldstein (18)
|
300,851 |
* |
- |
- |
|
Amir Meshulam (19)
|
68,853 |
* |
- |
- |
|
Miri Mishor (20)
|
249,203 |
* |
- |
- |
|
Elad Aharonson (21)
|
245,901 |
* |
- |
- |
|
Meir Mergi (22)
|
245,531 |
* |
- |
- |
|
Yaniv Kabalek |
- |
* |
- |
- |
|
Philip Broun (23)
|
181,789 |
* |
- |
- |
*
Less than 1%
**
For further information, please see section (2) below.
| (1) |
The percentages shown are based on 1,289,178,854 ordinary shares
issued and outstanding as of February 26, 2023 (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 the date of February 26, 2023. 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. |
ICL
Group Limited 232
| (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).
Millenium holds approximately 44.44% of the share capital in Israel Corp., which holds as of December 31, 2022 approximately 43.98% of
the voting rights and approximately 43.16% of the issued share capital, of the Company. |
To
the best of Israel Corp.’s knowledge, Millenium is held by Mashat (Investments) Ltd. (“Mashat”) and by XT Investments
Ltd. (“XT Investments”), with 84.73% and 15.27% holding rates in the issued share capital, respectively. Mashat is wholly
owned by Ansonia Holdings Singapore B.V. (“Ansonia”). Ansonia is a wholly owned subsidiary of Jelany Corporation N.V., which
is wholly owned by Court Investments Ltd. (“Court”). Court is wholly owned by a discretionary trust, in which Mr. Idan Ofer
is the beneficiary. XT Investments is wholly owned by XT Holdings Ltd. (“XT Holdings”). To the best of Israel Corp.’s
knowledge, ordinary shares of XT Holdings are held in equal shares by Orona Investments Ltd. (which is indirectly controlled by Mr. Ehud
Angel) and by Lynav Holdings Ltd. ("Lynav"), which is controlled by a discretionary trust in which Mr. Idan Ofer is the beneficiary. Mr.
Ehud Angel holds, among other things, a special share that grants him, inter alia, under certain limitations and for certain issues, an
additional vote on the Board of Directors of XT Holdings. Lynav also holds directly 1.25% of the issued share capital of Israel Corp.
In addition, Kirby Enterprises Inc., which is to the best of Israel Corp.’s knowledge, indirectly held by the same trust that holds
Mashat, in which, as stated, Mr. Idan Ofer is the beneficiary, holds approximately 0.74% of the issued share capital of Israel Corp. Furthermore,
Mr. Idan Ofer holds directly approximately 3.85% of the issued share capital of Israel Corp.
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, 2022, 73 million ordinary shares have been pledged by Israel Corporation 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 filed by Migdal Insurance Financial Holdings Ltd. (“Migdal”) with the SEC on January 26, 2023. According
to the Schedule 13G, of the 74,444,699 Ordinary Shares reported as beneficially owned by Migdal (i) 74,444,699 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) 7,931,481 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). |
ICL
Group Limited 233
| (5) |
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 17,
2023. According to the Schedule 13G/A, of the 69,049,335 Ordinary Shares reported as beneficially owned by Harel (i) 65,354,709 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) 2,066,576 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) 1,628,576 Ordinary Shares are beneficially
held for its own account. |
| (6) |
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 16, 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) 3,378,702
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. |
| (7) |
Includes 15,381 ordinary shares and 351,700 ordinary shares subject
to options that are currently exercisable or will be exercisable within 60 days of the date of the table. |
| (8) |
Includes 64,576 ordinary shares. |
| (9) |
Includes 62,092 ordinary shares. |
| (10) |
Includes 62,092 ordinary shares. |
| (11) |
Includes 24,331 ordinary shares. |
| (12) |
Includes 53,289 ordinary shares. |
| (13) |
Includes 647,127 ordinary shares subject to options that are currently
exercisable or will be exercisable within 60 days of the date of the table. |
| (14) |
Includes 261,640 ordinary shares subject to options that are currently
exercisable or will be exercisable within 60 days of the date of the table. |
| (15) |
Includes 353,864 ordinary shares subject to options that are currently
exercisable or will be exercisable within 60 days of the date of the table. |
| (16) |
Includes 353,864 ordinary shares subject to options that are currently
exercisable or will be exercisable within 60 days of the date of the table. |
ICL
Group Limited 234
| (17) |
Includes 367,930 ordinary shares subject to options that are currently
exercisable or will be exercisable within 60 days of the date of the table. |
| (18) |
Includes 300,851 ordinary shares subject to options that are currently
exercisable or will be exercisable within 60 days of the date of the table. |
| (19) |
Includes 68,853 ordinary shares subject to options that are currently
exercisable or will be exercisable within 60 days of the date of the table. |
| (20) |
Includes 41,937 ordinary shares and 207,266 ordinary shares subject
to options that are currently exercisable or will be exercisable within 60 days of the date of the table. |
| (21) |
Includes 245,901 ordinary shares subject to options that are currently
exercisable or will be exercisable within 60 days of the date of the table. |
| (22) |
Includes 48,809 ordinary shares and 196,722 ordinary shares subject
to options that are currently exercisable or will be exercisable within 60 days of the date of the table. |
| (23) |
Includes 181,789 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 2022-2024,
in the form of options, approved by the shareholders on March 30, 2022, 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 2022-2024,
in the form of options, approved by the shareholders on March 30, 2022, 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 grant in the form of options, granted in February 2022 to our executive
office holders for the years 2022-2024, see Note 16 and Note 19 to our Audited Financial Statements
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.
ICL
Group Limited 235
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 directors or members of the Audit Committee 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.
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. Following the recommendation of our HR Compensation Committee, the compensation policy must be approved
by our Board of Directors and our shareholders. 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 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 such transaction 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 March 30, 2022, 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 amount 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.
ICL
Group Limited 236
Related
(and Interested) Party Transactions
Registration
Rights Agreement
We
entered into a registration rights agreement with Israel Corp. on September 12, 2014. We obtained shareholder approval of our entry into
this agreement on May 8, 2014. This agreement provides for customary demand, piggyback and shelf registration rights and provides
that we will perform various actions and comply with various requirements to facilitate and promote such registrations, as well as cover
certain expenses of Israel Corp. in connection with any such registration.
Controlling
Shareholder
As
of December 31, 2022, Israel Corp. holds approximately 43.16% of our outstanding ordinary shares and approximately 43.98% 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."
ICL
Group Limited 237
Management Fees
to Controlling Shareholder
Until July 1, 2022, we and our parent company, Israel Corp., were parties to a management services agreement,
which was approved by our Audit and Accounting Committee, Board of Directors and shareholders on November 9, 2020, November 11, 2020,
and January 5, 2021, respectively. Under the management services agreement, Israel Corp. provided to us board member services and ongoing
general consulting services, such as professional, financial, strategic, legal and managerial advice, for an annual management fee of
$1 million plus VAT. For 2022, we paid Israel Corp. management fees about $500 thousand. Such amount includes the overall value of the
cash and equity-based compensation for the service of our directors who are officers or directors of Israel Corp. (except for the separate
compensation arrangement between the Company and our Executive Chairman of the Board, Mr. Yoav Doppelt), for the period of January-July
2022. As of July 1, 2022, the management agreement was terminated by the parties, and thereafter, directors who are officers or directors
of Israel Corp. (other than Mr. Yoav Doppelt), namely Mr. Aviad Kaufman and Mr. Sagi Kabla, began to be paid the Director Cash Compensation.
For further details see “Item 6 - Directors, Senior Management and Employees —B. – Compensation.”
Relationships
with Other Companies
Gas
Purchase Agreement: For details regarding the gas purchase agreement with Energean PLC and the continuous delays in supply of natural
gas pursuant to the agreement following their force majeure announcement, as well as the Bridge Agreement with Tamar Field in Israel,
see Note 18 to our Audited Financial Statements and “Item 3 - Key Information— D. Risk Factors".
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
| |||
|
2022 |
2021 |
2020 | |
|
$ millions |
$ millions |
$ millions | |
|
Sales |
7
|
7 |
3 |
|
Cost of sales |
13
|
6 |
3 |
|
Selling, transport and marketing expenses |
15
|
13 |
7 |
|
Financing expenses (income), net |
-
|
(2) |
(1) |
|
General and administrative expenses |
1
|
1 |
1 |
|
Management fees to the parent company |
1 |
1 |
1 |
The
table below sets forth certain balance sheet information with respect to balances of our related party transactions
|
As of December 31 | ||
|
2022 |
2021 | |
|
$ millions |
$ millions | |
|
Other current assets |
34
|
40 |
|
Other current liabilities |
2
|
4 |
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 239
Item 8
– FINANCIAL INFORMATION
| A. |
CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION
|
The
fixed operating costs for the years ended December 31, 2022, 2021 and 2020 amounted to approximately $2,687 million, $2,465 million and
$2,349 million, respectively. The variable operating costs for the years ended December 31, 2022, 2021 and 2020 amounted to approximately
$3,812 million, $3,279
million and $2,492 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 or 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 US 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
the Economic Competition Law, 1988 (formerly, Restrictive Business Practices Law, 1988), most significantly its prohibition on monopolies
abusing their positions as monopolies. In 2022 and 2021 approximately 3% and 4%, respectively,
of our revenue derived from Israeli sales and, therefore, in our estimation, and without derogating from the legal implications of the
above-mentioned declaration, on the whole, the said declaration does not have a material impact on us. We also have an internal antitrust
compliance program in place.
ICL
Group Limited 240
Legal
Proceedings
Tax Proceedings
For
information regarding our tax proceedings, see Note 15 to our Audited Financial Statements.
Derivative Actions
On
January 10, 2018, an application for certification of a derivative action was filed by a shareholder of Oil Refineries Ltd. (“Bazan”)
with the Tel Aviv-Yafo District Court, against former and current board members of Bazan, OPC Energy Ltd. OPC Rotem Ltd., OPC Hadera Ltd.
and the Company, (hereinafter, jointly: the “Additional Companies”), and against Israel Corp., Mr. Idan Ofer and Mr. Ehud
Angel (the “Application”).
The
Application pertains to gas purchase transactions of the Company, Bazan and OPC, including the intercompany aspects thereof, which include
a 2012 transaction involving Bazan for the purchase of natural gas from the Tamar gas field (the “Tamar Transaction”), as
well as a transaction for the purchase of natural gas from Energean Israel Limited (the “Energean Transaction”). The Company’s
engagement in the Energean Transaction was approved by our shareholders at a general meeting held on February 22, 2018.
The
applicant argues that Bazan should have certified the Tamar Transaction as a "Controlling Shareholder" transaction and that the Company
and OPC enjoyed Bazan's economic advantages in the Energean Transaction and thus must compensate it. On August 7, 2018, all the defendants
filed their responses with the court. On April 15, 2019, the applicant's response was filed. A preliminary hearing was convened on September
15, 2019 and evidentiary hearings convened on July 5, 2020, November 25, 2020,
June 13, 2021, June 21, 2021, July 7, 2021 and December 9, 2021.
Subsequently, the applicant submitted its closing arguments on April 14, 2022 and the Company submitted
its closing arguments on November 20, 2022. The applicant will submit its response to the Company’s closing arguments by March 31,
2023.
Since
the derivative motion was filed on behalf of Bazan, and the applicant did not include any specific amount of damages allegedly caused
by the Company, it is challenging to provide an estimate with regard to the action’s chances and risks. However, we believe that
as long as the factual and circumstantial settings that were provided to us by your company are correct and will be proved in court, the
Company has solid defense arguments that can potentially dismiss the derivative motion.
ICL
Group Limited 241
Other
Claims
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 the Company’s subsidiary, FC, 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 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 move its industrial activity to another site, targeting a 2025 timeline. Insofar as there are budgetary costs, they will be subject
to approval by the government.
As part of the Company's preparation for the government's decision, the Company performed valuations of
the aforementioned 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 about $298 million, not including restoration costs.
As
of December 31, 2022, FC’s depreciated cost of fixed assets (which includes attached assets and land) totaled to $30 million.
Initial discussions have been held between the Company and the government’s representatives. Considering
the preliminary stage of the process, 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 proceeding, which are pending against the Group, see Note 18 to our Audited Financial
Statements.
ICL
Group Limited 242
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 inasmuch 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, 2022 amounted to $5,125 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 243
Item
9 – THE OFFER AND LISTING
A.OFFER
AND LISTING DETAILS
Not
applicable.
B.
PLAN OF DISTRIBUTION
Not
applicable.
C.
MARKETS
Our
ordinary shares are listed on the NYSE and on the TASE under the symbol “ICL.”
D.
SELLING SHAREHOLDERS
Not
applicable.
E.
DILUTION
Not
applicable.
F.
EXPENSES OF THE ISSUE
Not
applicable.
ICL
Group Limited 244
Item 10
– ADDITIONAL INFORMATION
A. SHARE CAPITAL
As of December 31, 2022, our authorized share capital consisted of 1,484,999,999 ordinary shares, par value
NIS 1 per share, of which 1,313,768,690 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, 2022, 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, 2022, 24,589,836
have no voting rights.
As
of December 31, 2022, an additional amount of approximately 15 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 26.28
(about $7.47) per share. The weighted average exercise price of the outstanding
vested options is approximately NIS 15.67 (about $4.45) per share. For further information about the issuance of options and restricted
shares to officers and senior employees and their exercise in 2020-2021, see Note 19 and 16 to our Audited Financial Statements and “Item
6 - Directors, Senior Management and Employees—E. Share Ownership”.
In
2022, approximately 7 million options under our equity compensation plans were exercised into approximately 2 million ordinary shares.
In 2021, approximately 16 million options under our equity compensation plans were exercised into approximately 5 million ordinary shares.
In 2020, approximately 1 million options under our equity compensation plans were exercised into approximately 0.1 million ordinary shares.
B. MEMORANDUM, ARTICLES OF
ASSOCIATION AND SPECIAL STATE SHARE
Our
shareholders adopted the Articles of Association attached as Exhibit 3.2 to our registration statement on Form F-1 (File no. 333-198711)
filed with the SEC on September 12, 2014.
We
incorporate by reference into this Annual Report the description of our Amended and Restated Articles of Association, which became effective
upon the closing of our initial public offering in the Unites States and listing on the NYSE, contained in Exhibit 2.1 of this Annual
Report. Such description sets forth a summary of certain provisions of our Articles of Association as currently in effect.
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 245
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 to the above, 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. |
| ◾ |
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. |
ICL
Group Limited 246
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.
During
the second half of 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 247
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 (foreign or Israeli) taxpayers having taxable income above NIS 663,240 (for 2022) in a certain tax
year will be subject to an additional tax payment at the rate of 3% on the portion of their taxable income for such tax year that is in
excess of such threshold. For this purpose, taxable income includes inter alia taxable capital gains from the sale of our shares and taxable
income from dividend distributions.
ICL
Group Limited 248
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).
As
of January 1, 2017, individuals (both foreign or Israeli) taxpayers having taxable income of above NIS 663,240
NIS (for 2022) in a certain tax year will be subject to an additional tax payment at the rate 3% on the portion of their taxable income
for such tax year that is in excess such threshold.
ICL
Group Limited 249
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 |
ICL
Group Limited 250
| • |
persons holding our ordinary shares in connection with a trade or
business conducted outside of the United States. |
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 United States;
|
| • |
a corporation, or other entity taxable as a corporation, created
or organized in or under the laws of the United States, 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, and US Holders should consult their tax advisers regarding the creditability of foreign
taxes in their particular circumstances. 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.
ICL
Group Limited 251
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 2022. 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.
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.
ICL
Group Limited 252
Information
Reporting and Backup Withholding
Payments of dividends and sales proceeds that are made within the United States 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 253
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 flows 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 the 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.
Most 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, 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.
ICL
Group Limited 254
Transactions
by our subsidiaries in currencies that are not their functional currency expose us to changes in the exchange rates of those currencies
compared with the functional currencies of those companies. Measurement of this type of our exposure is based on the surplus of net income
or expenses in each currency that is not the functional currency of that company.
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 also affected
by rises in the CPI. 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, 2022, the net negative fair value of the derivative instruments with respect to exchange rates was about $16 million,
compared to a positive fair value of $141 million as of December 31, 2021. As a result, in 2022, expense of about $157 million was recorded
with respect to these transactions.
ICL
Group Limited 255
Dry
bulk marine shipping:
As
of December 31, 2022, the fair value of the derivative instruments with respect to dry bulk marine shipping was negative and amounted
to $0.8 million, while as of December 31, 2021 it was positive and amounted to $1.6 million. As a result, in 2022 the Company recognized
expenses of $2.4 million.
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, 2022
|
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) |
1.4 |
0.1 |
0.2 |
|
Trade receivables |
(8.1) |
(4.2) |
88.8 |
4.7 |
9.9 |
|
Receivables and debit balances |
(1.1) |
(0.6) |
12.0 |
0.6 |
1.3 |
|
Credit from banks and others |
2.6 |
1.3 |
(28.1) |
(1.5) |
(3.1) |
|
Trade payables |
33.8 |
17.7 |
(371.9) |
(19.6) |
(41.3) |
|
Other payables |
2.4 |
1.3 |
(26.7) |
(1.4) |
(3.0) |
|
Long-term loans |
15.7 |
8.2 |
(172.3) |
(9.1) |
(19.1) |
|
Fixed rate debentures |
35.9 |
18.8 |
(395.3) |
(20.8) |
(43.9) |
|
Options |
(21.8) |
(11.9) |
(10.2) |
11.2 |
23.7 |
|
Forward |
(66.2) |
(34.7) |
(11.7) |
38.4 |
81.0 |
|
Forward transactions hedge accounting |
(31.0) |
(16.0) |
(14.0) |
18.0 |
38.0 |
|
Swap |
(42.2) |
(22.0) |
23.1 |
25.1 |
53.3 |
|
Total |
(80.1) |
(42.2) |
(904.8) |
45.7 |
97.0 |
ICL
Group Limited 256
|
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 |
(1.6) |
(0.8) |
17.1 |
0.9 |
1.9 |
|
Short term deposits and loans |
(0.2) |
(0.1) |
1.7 |
0.1 |
0.2 |
|
Trade receivables |
(29.9) |
(15.7) |
329.1 |
17.3 |
36.6 |
|
Receivables and debit balances |
(1.7) |
(0.9) |
18.4 |
1.0 |
2.0 |
|
Long-term deposits and loans |
(0.2) |
(0.1) |
2.4 |
0.1 |
0.3 |
|
Credit from banks and others |
11.3 |
5.9 |
(124.2) |
(6.5) |
(13.8) |
|
Trade payables |
20.8 |
10.9 |
(229.0) |
(12.1) |
(25.4) |
|
Other payables |
8.3 |
4.3 |
(90.9) |
(4.8) |
(10.1) |
|
Long-term loans from banks |
26.0 |
13.6 |
(285.9) |
(15.0) |
(31.8) |
|
Long-term loans with variable interest rates |
31.8 |
16.7 |
(349.9) |
(18.4) |
(38.9) |
|
Options |
3.8 |
1.8 |
(0.2) |
(2.3) |
(4.7) |
|
Forward |
13.3
|
5.9
|
(4.3)
|
(8.4)
|
(15.4)
|
|
Total |
81.7 |
41.5 |
(715.7) |
(48.1) |
(99.1) |
|
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 |
(0.7) |
(0.4) |
7.4 |
0.4 |
0.8 |
|
Trade receivables |
(6.6) |
(3.5) |
72.8 |
3.8 |
8.1 |
|
Receivables and debit balances |
(0.1) |
(0.1) |
1.2 |
0.1 |
0.1 |
|
Credit from banks and others |
1.3 |
0.7 |
(14.7) |
(0.8) |
(1.6) |
|
Trade payables |
2.5 |
1.3 |
(27.4) |
(1.4) |
(3.0) |
|
Other payables |
0.1 |
0.1 |
(1.3) |
(0.1) |
(0.1) |
|
Long-term loans |
1.6 |
0.8 |
(17.8) |
(0.9) |
(2.0) |
|
Options |
(1.0) |
(0.4) |
0.0 |
0.4 |
0.8 |
|
Forward |
(0.8)
|
(0.4)
|
0.0
|
0.4
|
0.9
|
|
Total |
(3.7) |
(1.9) |
20.2 |
1.9 |
4.0 |
ICL
Group Limited 257
|
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 |
(2.7) |
(1.4) |
30.1 |
1.6 |
3.3 |
|
Trade receivables |
(28.0) |
(14.7) |
308.3 |
16.2 |
34.3 |
|
Trade payables |
9.3 |
4.9 |
(102.6) |
(5.4) |
(11.4) |
|
Long-term deposits and loans |
(0.7) |
(0.4) |
7.4 |
0.4 |
0.8 |
|
Other payables |
1.4 |
0.7 |
(15.2) |
(0.8) |
(1.7) |
|
Long-term loans from banks |
1.1 |
0.6 |
(12.3) |
(0.6) |
(1.4) |
|
Forward |
10.0
|
5.2
|
1.2
|
(5.8)
|
(12.2)
|
|
Total |
(9.6) |
(5.1) |
216.9 |
5.6 |
11.7 |
|
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 |
(27.8) |
(14.6) |
305.9 |
16.1 |
34.0 |
|
Short term investments and deposits |
(0.2) |
(0.1) |
1.8 |
0.1 |
0.2 |
|
Trade receivables |
(7.1) |
(3.7) |
77.8 |
4.1 |
8.6 |
|
Trade payables |
6.3 |
3.3 |
(68.9) |
(3.6) |
(7.7) |
|
Other payables |
1.3 |
0.7 |
(14.6) |
(0.8) |
(1.6) |
|
Long-term loans (CNY) |
4.1
|
2.1
|
(44.6)
|
(2.3)
|
(5.0)
|
|
Total |
(23.4) |
(12.3) |
257.5 |
13.6 |
28.5 |
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, 2021.
|
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 |
(0.3) |
(0.1) |
3.1 |
0.2 |
0.3 |
|
Trade receivables |
(7.5) |
(3.9) |
82.0 |
4.3 |
9.1 |
|
Receivables and debit balances |
(1.7) |
(0.9) |
18.7 |
1.0 |
2.1 |
|
Trade payables |
37.2 |
19.5 |
(409.7) |
(21.6) |
(45.5) |
|
Other payables |
1.6 |
0.8 |
(17.8) |
(0.9) |
(2.0) |
|
Long-term loans |
17.3 |
9.1 |
(60.3) |
(10.0) |
(21.1) |
|
Fixed rate debentures |
57.8 |
30.3 |
(635.8) |
(33.5) |
(70.6) |
|
Options |
(39.7) |
(18.1) |
13.5 |
25.1 |
54.9 |
|
Forward |
(47.5) |
(24.7) |
1.5 |
27.7 |
58.4 |
|
Swap |
(69.3) |
(36.3) |
118.8 |
40.2 |
84.8 |
|
Total |
(52.1) |
(24.3) |
(886.0) |
32.5 |
70.4 |
ICL
Group Limited 258
|
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 |
(2.1) |
(1.1) |
22.8 |
1.2 |
2.5 |
|
Short term deposits and loans |
0.0 |
0.0 |
0.2 |
0.0 |
0.0 |
|
Trade receivables |
(23.7) |
(12.4) |
260.3 |
13.7 |
28.9 |
|
Receivables and debit balances |
(2.0) |
(1.1) |
22.2 |
1.2 |
2.5 |
|
Long-term deposits and loans |
(0.3) |
(0.2) |
3.6 |
0.2 |
0.4 |
|
Trade payables |
19.7 |
10.3 |
(216.3) |
(11.4) |
(24.0) |
|
Other payables |
6.6 |
3.5 |
(72.6) |
(3.8) |
(8.1) |
|
Long-term loans from banks |
28.2 |
14.8 |
(310.6) |
(16.3) |
(34.5) |
|
Options |
5.6 |
2.7 |
1.7 |
(2.4) |
(5.0) |
|
Forward |
22.1 |
11.0 |
4.3 |
(11.0) |
(22.1) |
|
Total |
54.1 |
27.5 |
(284.4) |
(28.6) |
(59.4) |
|
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 |
(0.5) |
(0.2) |
5.2 |
0.3 |
0.6 |
|
Trade receivables |
(3.7) |
(2.0) |
41.2 |
2.2 |
4.6 |
|
Receivables and debit balances |
(0.1) |
0.0 |
0.8 |
0.0 |
0.1 |
|
Trade payables |
2.6 |
1.4 |
(28.5) |
(1.5) |
(3.2) |
|
Other payables |
0.3 |
0.2 |
(3.8) |
(0.2) |
(0.4) |
|
Options |
(1.2) |
(0.7) |
(0.1) |
0.5 |
1.1 |
|
Forward |
(1.6)
|
(0.8)
|
(0.3)
|
0.8
|
1.6
|
|
Total |
(4.2) |
(2.1) |
14.5 |
2.1 |
4.4 |
ICL
Group Limited 259
|
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 |
(6.9) |
(3.6) |
76.3 |
4.0 |
8.5 |
|
Trade receivables |
(20.2) |
(10.6) |
221.8 |
11.7 |
24.6 |
|
Trade payables |
9.4 |
4.9 |
(103.3) |
(5.4) |
(11.5) |
|
Long-term deposits and loans |
(0.6) |
(0.3) |
6.2 |
0.3 |
0.7 |
|
Other payables |
0.9 |
0.5 |
(10.3) |
(0.5) |
(1.1) |
|
Long-term loans from banks |
0.2 |
0.1 |
(2.3) |
(0.1) |
(0.3) |
|
Forward |
3.4 |
1.8 |
(0.9) |
(2.0) |
(4.2) |
|
Total |
(13.8) |
(7.2) |
187.5 |
8.0 |
16.7 |
|
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 |
(23.9) |
(12.5) |
262.8 |
13.8 |
29.2 |
|
Short term investments and deposits |
(0.3) |
(0.2) |
3.2 |
0.2 |
0.4 |
|
Trade receivables |
(8.2) |
(4.3) |
90.7 |
4.8 |
10.1 |
|
Trade payables |
8.3 |
4.3 |
(90.9) |
(4.8) |
(10.1) |
|
Other payables |
1.4 |
0.7 |
(15.0) |
(0.8) |
(1.7) |
|
Long-term loans (CNY) |
3.2 |
1.7 |
(34.8) |
(1.8) |
(3.9) |
|
Forward |
(4.2)
|
(2.2)
|
0.7
|
2.5
|
5.2
|
|
Total |
(23.7) |
(12.5) |
216.7 |
13.9 |
29.2 |
ICL
Group Limited 260
Interest
Rate Risk
We
have loans bearing variable interest 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, 2022.
|
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 |
66.7 |
34.4 |
(1,101.8) |
(36.5) |
(75.4) |
|
NIS/USD swap |
18.6
|
9.4
|
23.1
|
(9.3)
|
(19.2)
|
|
Total |
85.3 |
43.8 |
(1,078.7) |
(45.8) |
(94.6) |
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, 2021.
|
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 |
98.5 |
50.9 |
(1,302.1) |
(54.4) |
(112.6) |
|
Swap transactions |
4.2 |
2.1 |
(6.5) |
(2.2) |
(4.3) |
|
NIS/USD swap |
28.8 |
14.8 |
118.8 |
(15.6) |
(31.9) |
|
Total |
131.5 |
67.8 |
(1,189.8) |
(72.2) |
(148.8) |
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, 2022.
|
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 |
0.6 |
0.3 |
(172.3) |
(0.3) |
(0.6) |
|
Fixed rate debentures |
15.4 |
7.9 |
(395.3) |
(8.3) |
(17.1) |
|
Forward transactions hedge accounting |
(1.4) |
(0.6) |
(14.0) |
0.6 |
1.4 |
|
NIS/USD swap |
(19.0) |
(9.7) |
23.1 |
10.9 |
22.8 |
|
Total |
(4.4) |
(2.1) |
(558.5) |
2.9 |
6.5 |
ICL
Group Limited 261
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, 2021.
|
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 |
(60.3) |
(0.1) |
(0.1) |
|
Fixed rate debentures |
26.6 |
13.6 |
(635.8) |
(14.4) |
(29.5) |
|
NIS/USD swap |
(35.1) |
(18.1) |
118.8 |
19.2 |
39.4 |
|
Total |
(8.3) |
(4.4) |
(577.3) |
4.7 |
9.8 |
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, 2022.
|
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 |
8.4 |
4.3 |
(285.9) |
(4.4) |
(8.8) |
Marine
Shipping Price Risk
We
ship substantial amounts of goods worldwide using marine shipments. We execute some hedging transactions to reduce a portion of our exposure
to marine bulk shipping prices.
The
table below sets forth the sensitivity of instruments hedging marine shipping price risk to 5% and 10% increases and decreases in marine
shipping prices as of December 31, 2022.
|
Increase (decrease)
in fair value |
Fair value |
Increase (decrease)
in fair value | |||
|
Increase of
10% |
Increase of 5% |
Decrease of 5% |
Decrease of 10% | ||
|
Type of instrument |
$ millions | ||||
|
Marine shipping hedges |
0.6 |
0.4 |
(0.8) |
(0.5) |
(0.6) |
The
table below sets forth the sensitivity of instruments hedging marine shipping price risk to 5% and 10% increases and decreases in marine
shipping prices as of December 31, 2021.
|
Increase (decrease)
in fair value |
Fair value |
Increase (decrease)
in fair value | |||
|
Increase of
10% |
Increase of 5% |
Decrease of 5% |
Decrease of 10% | ||
|
Type of instrument |
$ millions | ||||
|
Marine shipping hedges |
0.8 |
0.4 |
1.6 |
(0.4) |
(0.8) |
ICL
Group Limited 262
Item 12
– DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not
Applicable.
Item 13
– DEFAULTS, DIVIDEND ARRANGEMENTS AND DELINQUENCIES
Not
Applicable.
Item 14
– MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
Not
Applicable.
ICL
Group Limited 263
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.
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, 2022. 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, 2022, ICL’s internal
control over financial reporting is effective based on those criteria.
ICL
Group Limited 264
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, 2022. 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 ETHICS
Our
Board of Directors has adopted a 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 Ethics is available, on our website, www.icl-group.com. We intend to disclose future amendments to our code of ethics,
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 265
Item 16C
– PRINCIPAL ACCOUNTANT FEES AND SERVICES
Somekh
Chaikin, Tel Aviv, Israel (PCAOB ID 1057), a member of KPMG International, has served as our independent registered public accounting
firm for 2022 and 2021. Following are KPMG International's fees for professional services in each of the respective fiscal years:
|
2022 |
2021 | |
|
US$ thousands |
US$ thousands |
|
Audit fees(1) |
4,468
|
4,645 |
|
Audit-related fees(2) |
377
|
148 |
|
Tax fees(3) |
822
|
1,303 |
|
Total |
5,667
|
6,096 |
(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, 2022
and 2021, 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, 2022 and 2021, 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.
Item 16F
– CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
Not
Applicable.
ICL
Group Limited 266
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 267
| • |
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 U.S. 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”.
ICL
Group Limited 268
Item 16H
– MINE SAFETY DISCLOSURE
Not
applicable.
Item 16I –
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not
applicable.
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 269
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, Company Secretary Global Compliance |
Date: February 28, 2023
ICL
Group Limited 270
Consolidated Financial Statements
As of December 31, 2022
|
ICL Group Ltd |
Consolidated Financial Statements as of December 31, 2022
Contents
|
Auditors' Report (PCAOB
|
|
| 1 | |
| 2 | |
| 3 | |
|
4
|
|
| 7 | |
| 8 |
|
|
Somekh Chaikin
|
|
|
|
KPMG Millennium Tower
|
Telephone 972 3 684 8000
|
|
|
17 Ha'arba'a Street, PO Box 609
|
Fax 972 3 684 8444
|
|
|
Tel Aviv 61006 Israel
|
Internet 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, 2022 and 2021, 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, 2022, 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, 2022, 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, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2022, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, 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.
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.
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 with 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.
(signed) Somekh Chaikin
Member Firm of KPMG International
We have served as the Company’s auditor since 2006.
Tel Aviv, Israel
February 27, 2023
Somekh Chaikin, a partnership registered under the Israeli partnership
Ordinance, is the Israeli member firm of KPMG International,
a Swiss cooperative.
Consolidated Statements of Financial Position as of December 31
|
2022
|
2021
|
||
|
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
|
2022
|
2021
|
2020
|
||
|
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
|
2022
|
2021
|
2020
|
|
|
$ 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
|
|||
|
Net changes of investments at fair value through other comprehensive income
|
|
|
|
|
Actuarial gains (losses) 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, 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 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, 2021
|
|||||||||
|
Balance as of January 1, 2021
|
|
|
(
|
|
(
|
|
|
|
|
|
Share-based compensation
|
|
|
|
(
|
|
|
|
|
|
|
Dividends
|
|
|
|
|
|
(
|
(
|
(
|
(
|
|
Comprehensive income
|
|
|
(
|
|
|
|
|
|
|
|
Balance as of December 31, 2021
|
|
|
(
|
|
(
|
|
|
|
|
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, 2020
|
|||||||||
|
Balance as of January 1, 2020
|
|
|
(
|
|
(
|
|
|
|
|
|
Share-based compensation
|
|
|
|
|
|
|
|
|
|
|
Dividends
|
|
|
|
|
|
(
|
(
|
(
|
(
|
|
Comprehensive income
|
|
|
|
|
|
(
|
|
|
|
|
Balance as of December 31, 2020
|
|
|
(
|
|
(
|
|
|
|
|
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
|
2022
|
2021
|
2020
|
|
|
$ millions
|
$ millions
|
$ millions
|
|
Cash flows from operating activities
|
|||
|
Net income
|
|
|
|
|
Adjustments for:
|
|||
|
Depreciation and amortization
|
|
|
|
|
Fixed assets impairment (reversal of)
|
|
(
|
|
|
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
|
(
|
(
|
|
|
Interest paid, net
|
(
|
(
|
(
|
|
Income taxes paid, net of refund
|
(
|
(
|
(
|
|
Net cash provided by operating activities
|
|
|
|
|
Cash flows from investing activities
|
|||
|
Proceeds (payments) from deposits, net
|
(
|
|
|
|
Business combinations
|
(
|
(
|
(
|
|
Purchases of property, plant and equipment and intangible assets
|
(
|
(
|
(
|
|
Proceeds from divestiture of assets and businesses, net of transaction expenses
|
|
|
|
|
Other
|
|
|
|
|
Net cash used in investing activities
|
(
|
(
|
(
|
|
Cash flows from financing activities
|
|||
|
Dividends paid to the Company's shareholders
|
(
|
(
|
(
|
|
Receipt of long-term debt
|
|
|
|
|
Repayments of long-term debt
|
(
|
(
|
(
|
|
Repayments of short-term debt
|
(
|
(
|
(
|
|
Receipts (payments) from transactions in derivatives
|
|
(
|
|
|
Other
|
|
(
|
(
|
|
Net cash used in financing activities
|
(
|
(
|
(
|
|
Net change in cash and cash equivalents
|
(
|
|
|
|
Cash and cash equivalents as of the beginning of the year
|
|
|
|
|
Net effect of currency translation on cash and cash equivalents
|
(
|
|
|
|
Cash and cash equivalents as of the end of the year
|
|
|
|
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, 2021
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. |
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 – Subsidiaries, 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”.
|
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 International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Boards (IASB).
The consolidated financial statements were authorized for issuance by the Company’s Board of Directors on February 27, 2023.
| 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”).
ICL Group Limited Consolidated Financial Statements 8
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 2 - Basis of Preparation of the Financial Statements (cont'd)
| 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, financial instruments measured at fair value through other comprehensive income, 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. |
Classifications
|
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 classifications have no effect on the total profit (loss).
| F. |
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, 2022
Note 2 - Basis of Preparation of the Financial Statements (cont'd)
| F. |
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 financial 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 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, 2022
Note 3 - Significant 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.
ICL recognizes goodwill on an acquisition according to the fair value of the consideration transferred including any amounts recognized in respect of non-controlling interest in the acquiree as well as the fair value at the acquisition date of any pre-existing equity right of ICL in the acquiree, less the net amount of the identifiable assets acquired, and the liabilities assumed.
Costs associated with the acquisition that were incurred by ICL in a business combination such as advisory, legal, valuation and other professional or consulting fees, other than those associated with an issue of debt or equity instruments connected to the business combination, are expensed in the period the services are received.
| 2. |
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.
| 3. |
Non-controlling interests
|
Non-controlling interests comprise of the subsidiary's equity that cannot be attributed, directly or indirectly, to the parent company. Profit or loss and any part of other comprehensive income are allocated to the owners of the Company and the non-controlling interests, even if the result is a negative balance of non-controlling interests.
Measurement on the date of the business combination – Non‑controlling interests that are instruments that give rise to a present ownership interest and entitle the holder to a share of net assets in the event of liquidation, 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.
Transactions with non-controlling interests, while retaining control - are accounted for as equity transactions. Any difference between the consideration paid or received and the change in non‑controlling interests is included in the share of the owners of the company directly in a separate category in equity.
ICL Group Limited Consolidated Financial Statements 11
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 3 - Significant Accounting Policies (cont'd)
| A. |
Basis for Consolidation (cont'd)
|
| 4. |
Loss of control
|
Upon the loss of control, ICL derecognizes the assets and liabilities of the subsidiary, any non-controlling interests and the other components of equity related to the subsidiary. If ICL retains any interest in the previous subsidiary, then such interest is measured at fair value at the date that control is lost. The difference between the sum of the proceeds and fair value of the retained interest, and the derecognized balances is recognized in profit or loss as other income or other expenses. The amounts recognized in capital reserves through other comprehensive income with respect to the same subsidiary are reclassified to profit or loss or to retained earnings.
| 5. |
Transactions eliminated in consolidation
|
Intra-group balances, transactions, unrealized income and expenses and gains and losses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements.
| 6. |
Investment in associated companies and joint ventures
|
Joint ventures are joint arrangements in which ICL has rights to the net assets of the arrangement. Associates and joint ventures are accounted for using the equity method (equity accounted investees) and are recognized initially at cost.
| B. |
Foreign Currency
|
| 1. |
Transactions in foreign currency
|
Transactions in foreign currency are translated to the functional currency based on the exchange rate in effect on the dates of the transactions. Monetary assets and liabilities denominated in foreign currency on the report date are translated into the functional currency based on the exchange rate in effect on that date.
Non‑monetary items denominated in foreign currency measured at historical cost are translated using the exchange rate at the date of the transaction.
| 2. |
Foreign operations
|
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).
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. 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.
ICL Group Limited Consolidated Financial Statements 12
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 3 - Significant Accounting Policies (cont'd)
| B. |
Foreign Currency (cont'd)
|
| 2. |
Foreign operations (cont'd)
|
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.
| C. |
Financial Instruments
|
| 1. |
Non-derivative financial assets (IFRS9)
|
Initial recognition of 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.
Derecognition of financial assets:
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.
Classification of financial assets into categories and the accounting treatment of each category:
Financial assets are classified at initial recognition to one of the following measurement categories: (1) amortized cost; (2) fair value through other comprehensive income – investments in debt instruments; (3) fair value through other comprehensive income – investments in equity instruments; or (4) fair value through profit or loss. The reclassification of the financial assets in subsequent periods will only occur if ICL's changes its financial debt assets business model.
A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated at fair value through profit or loss: (1) It is held within a business model whose objective is to hold assets so as to collect contractual cash flows; and (2) the contractual terms of the financial asset give rise to cash flows representing solely payments of principal and interest on the principal amount outstanding on specified dates. These assets are subsequently measured at amortized cost using the effective interest method. The amortized cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.
ICL Group Limited Consolidated Financial Statements 13
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 3 - Significant Accounting Policies (cont'd)
| C. |
Financial Instruments (cont'd)
|
| 1. |
Non-derivative financial assets (IFRS9) (cont'd)
|
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.
Financial assets at fair value through profit or loss - are subsequently measured at fair value. Net gains or losses, including any interest income or dividend income, are recognized in profit or loss (other than certain derivatives designated as accounting hedging instruments).
Investments in equity instruments at fair value through other comprehensive income - are subsequently measured at fair value. Dividends are recognized as income in profit or loss, unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in other comprehensive income and are never reclassified to profit or loss.
| 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 such cases the entire difference between the amortized cost of the original financial liability and the fair value of the new financial liability is recognized in profit or loss as financing income or expense.
Substantially different terms - if the discounted present value of the cash flows according to the new terms and discounted using the original effective interest rate, is different by at least ten percent (10%) from the discounted present value of the remaining cash flows of the original financial liability. In addition to the aforesaid quantitative criterion, ICL examines, inter alia, whether there have also been changes in various economic parameters inherent in the exchanged debt instruments (e.g. linkage).
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.
ICL Group Limited Consolidated Financial Statements 14
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 3 - Significant Accounting Policies (cont'd)
| C. |
Financial Instruments (cont'd)
|
| 2. |
Non-derivative financial liabilities (cont'd)
|
Offset of financial instruments:
Financial assets and liabilities are offset, and the net amount is presented in the statement of financial position when, and only when, ICL currently has a legal right to offset the amounts and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously.
| 3. |
Derivative financial instruments
|
ICL holds derivative financial instruments in order to reduce exposure to foreign currency risks, marine shipping 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 part, 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. If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated or exercised, then hedge accounting is discontinued. The cumulative gain or loss remains in other comprehensive income and is presented in the hedging reserve in equity until the forecasted transaction occurs or is no longer expected to occur and then is reclassified to the statements of income.
| 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
|
Ordinary shares are classified as equity. 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. Incremental costs directly attributable to an expected issuance of an equity instrument are deducted from the equity upon the initial recognition of the equity instruments or are amortized as financing expenses in the statement of income when the issuance is no longer expected to take place.
Treasury shares - when shares recognized as equity are repurchased by the Group, the amount of the consideration paid, which includes directly attributable costs, net of any tax effects, is recognized as a deduction from equity. 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.
ICL Group Limited Consolidated Financial Statements 15
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 3 - Significant Accounting Policies (cont'd)
| 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 after deducting the related amounts of government grants. 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.
Gains and losses on disposal of a property, plant or equipment item are determined by comparing the proceeds from disposal of the carrying amount of the asset and are recognized net in the income statement.
| 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 a systematic allocation of the depreciable amount of an asset over its estimated useful life. The depreciable amount is the cost of the asset, or other amount substituted for cost, less its residual value. Depreciation of an item of property, plant and equipment begins when the asset is available for its intended use, that is, when it has reached the place and condition required in order that it can be used in the manner contemplated for it by Management.
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, 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 33 years
(2) Mainly 40 years
ICL Group Limited Consolidated Financial Statements 16
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 3 - Significant Accounting Policies (cont'd)
| D. |
Property, plant and equipment (cont'd)
|
| 3. |
Depreciation (cont'd)
|
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 and other current, ongoing maintenance thereof.
| E. |
Intangible Assets
|
| 1. |
Goodwill
|
Goodwill recorded consequent to the acquisition of subsidiaries is presented at cost less accumulated impairment charges, under intangible assets.
| 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. |
Other intangible assets
|
Other 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.
| 4. |
Subsequent costs
|
Subsequent costs are recognized as an intangible asset only when they increase the future economic benefit inherent in the asset for which they were incurred. All other costs are charged to the statement of income as incurred.
| 5. |
Amortization
|
Amortization is a systematic allocation of the amortizable amount of an intangible asset over its useful life. The amortizable amount is the cost of the asset less its residual value. 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.
ICL Group Limited Consolidated Financial Statements 17
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 3 - Significant Accounting Policies (cont'd)
| E. |
Intangible Assets (cont'd)
|
| 5. |
Amortization (cont'd)
|
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.
| 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.
ICL Group Limited Consolidated Financial Statements 18
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 3 - Significant Accounting Policies (cont'd)
| F. |
Inventories (cont'd)
|
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. |
Capitalization of Borrowing Costs
|
A qualifying asset is an asset that requires a significant period of time to prepare for its intended use or sale. Specific and non-specific borrowing costs are capitalized to qualifying assets during the period required for their completion and establishment, until the time when they are ready for their intended use. Other borrowing costs are charged to "financing expenses" in the statement of income as incurred.
| H. |
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 signs indicating impairment in the value of ICL’s non-financial assets, other than inventories and deferred tax assets. If such signs 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.
Assets that cannot be tested individually are grouped together into the smallest group of assets that generate cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit”).
The recoverable amount of an asset or a cash-generating unit is the higher of its value in use or the net selling price (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.
ICL Group Limited Consolidated Financial Statements 19
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 3 - Significant Accounting Policies (cont'd)
| H. |
Impairment (cont'd)
|
| 2. |
Non-financial assets (cont'd)
|
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.
Impairment losses are recognized if the carrying amount of an asset or cash-generating unit exceeds its estimated recoverable amount and are recognized in the statement of income. For operating segments that include goodwill, an impairment loss is recognized when the book value of the operating segment exceeds its recoverable value. Impairment losses in respect of an operating segment are allocated first to reduce the carrying amount of its goodwill and then to reduce the carrying amounts of the other assets of that segment on a proportionate basis.
An impairment loss is allocated between the owners of the Company and the non-controlling interests on the same basis that the profit or loss is allocated.
A loss from impairment in value of goodwill recognized in previous periods is not reversible prospectively. A loss from impairment of other assets recognized in previous periods is examined in future periods to assess whether there are signs indicating that these losses have decreased or no longer exist. A loss from impairment of value is reversed if there is a change in the estimates used to determine the recoverable value, only if the book value of the asset, after reversal of the loss from impairment of value, does not exceed the book value, after deduction of depreciation or amortization, that would have been determined if the loss from impairment of value had not been recognized.
| I. |
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.
| 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. The discount rate for ICL companies operating in countries having a “deep” market for high quality corporate bonds is the yield on such corporate bonds, including Israel.
ICL Group Limited Consolidated Financial Statements 20
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 3 - Significant Accounting Policies (cont'd)
| I. |
Employee Benefits (cont'd)
|
| 1. |
Defined contribution plans (cont'd)
|
The discount rate for ICL companies operating in countries not having a “deep” market for high quality corporate bonds is in accordance with the yield on government bonds – the currency and redemption date of which are similar to the terms binding ICL. The calculations are performed by a qualified actuary using the projected unit credit method
| 2. |
Defined benefit plans
|
When a net asset is created for ICL, the asset is recognized up to the net present value of the available economic benefits in the form of a refund from the plan or by a reduction in future deposits to the plan. An economic benefit in the form of a refund from the plan or a reduction in future deposits will be considered available when it can be realized in the lifetime of the plan or after settlement of the obligation.
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 – the increase in the present value of the liability deriving from employees’ service in the current period; (2) The net financing income (expense) is calculated by multiplying the net defined benefit liability (asset) by the discount rate used for measuring the defined benefit liability, as determined at the beginning of the annual reporting period; (3) Exchange rate differences; (4) Past service costs and plan reduction – the change in the present value of the liability in the current period as a result of a change in post-employment benefits attributed to prior periods.
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. The current interest costs and return on plan assets are recognized as expenses and interest income in the respective financing category. Costs in respect of past services are recognized immediately and without reference to whether the benefits have vested.
| 3. |
Other long-term employee benefits
|
Some of the Company’s employees are entitled to other long-term benefits that do not relate to a post-retirement benefit plan. Actuarial gains and losses are recorded directly to the statement of income in the period in which they arise.
ICL Group Limited Consolidated Financial Statements 21
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 3 - Significant Accounting Policies (cont'd)
| I. |
Employee Benefits (cont'd)
|
| 4. |
Early Retirement Pay
|
Early retirement pay is 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. If benefits are payable more than 12 months after the reporting period, then they are discounted to their present value. The discount rate is the yield at the reporting date on high-quality, index-linked corporate debentures, the denominated currency of which is the payment currency, and that have maturity dates approximating the terms of ICL’s obligations.
| 5. |
Short‑term benefits
|
Obligations for short-term employee benefits are measured on a non-discounted basis, and the expense is recorded at the time the service is provided or upon the actual absence of the employee when the benefit is not accumulated (such as maternity leave).
A provision for short-term employee benefits in respect of cash bonuses or profit-sharing plans is recognized for the amount expected to be paid, when ICL has a current legal or implied obligation and it is possible to reliably estimate the obligation.
Classification of employee benefits is determined based on ICL's expectation with respect to full utilization of the benefits and not based on the date on which the employee is entitled to utilize the benefit.
| 6. |
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.
| J. |
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. The provisions are made by means of discounting the future cash flows at a pre-tax interest rate reflecting the current market estimates of the time value of money and the risks specific to the liability, without considering the Company’s credit risk. ICL reviews its provisions in each reporting period and adjusts if necessary. In order to reflect the length of time that has elapsed, the book value of the provision is adjusted in each period and recognized as financing expenses. In rare cases where it is not possible to estimate the outcome of a potential liability, no provision is recorded in the financial statements.
ICL Group Limited Consolidated Financial Statements 22
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 3 - Significant Accounting Policies (cont'd)
| J. |
Provisions (cont'd)
|
ICL recognizes a reimbursement asset if, and only if, it is virtually certain that the reimbursement will be received if the Company settles the obligation. The amount recognized in respect of the reimbursement does not exceed the amount of the provision.
| (1) |
Warranty
|
A provision for warranty is recognized when the products or services, in respect of which the warranty is provided, are sold. The provision is based on historical data and on a weighting of all possible outcomes according to their probability of occurrence.
| (2) |
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.
| (3) |
Restructuring
|
A provision for restructuring is recognized when ICL has approved a detailed and formal restructuring plan, and the restructuring either has commenced or has been announced publicly. The provision includes direct expenditures caused by the restructuring and necessary for the restructuring, and which are not associated with the continuing activities of ICL.
| (4) |
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.
| (5) |
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.
| K. |
Revenue Recognition
|
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 23
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 3 - Significant Accounting Policies (cont'd)
| K. |
Revenue Recognition (cont'd)
|
Identifying a contract (cont'd)
For the purpose of clause (e) above, ICL takes into consideration its past experience with the customer, the financial stability information over the customer, the status and existence of sufficient collateral and the percentage of advances received.
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.
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.
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.
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.
| L. |
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. Grants that compensate the Group for expenses incurred are presented as a deduction from the corresponding expense. Grants that compensate the Group for the cost of an asset are presented as a deduction from the related assets and are recognized in profit or loss on a systematic basis over the useful life of the asset.
ICL Group Limited Consolidated Financial Statements 24
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 3 - Significant Accounting Policies (cont'd)
| M. |
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. In its assessment of whether an arrangement conveys the right to control the use of an identified asset, ICL assesses whether it has the following two rights throughout the lease term: (a) the right to obtain substantially all the economic benefits from use of the identified asset; and (b) the right to direct the identified asset’s use.
For lease contracts that contain non-lease components, such as services or maintenance, that are related to a lease component, ICL elected to account for the contract as a single lease component without separating the components.
Leased assets and lease liabilities:
Contracts that award ICL control over the use of a leased asset for a period of time in exchange for consideration, are accounted for as leases. Upon initial recognition ICL recognizes a liability at the present value of the balance of future lease payments, and concurrently recognizes a right-of-use asset at the same amount of the lease liability, adjusted for any prepaid or accrued lease payments, plus initial direct costs incurred in respect of the lease. Subsequent to initial recognition, the right-of-use asset is accounted for using the cost model and depreciated over the shorter of the lease term or useful life of the asset.
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.
After lease commencement, a right-of-use asset is measured on a cost basis less accumulated depreciation and accumulated impairment losses. Depreciation is calculated on a straight-line basis over the useful life or contractual lease period, whichever earlier.
ICL Group Limited Consolidated Financial Statements 25
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 3 - Significant Accounting Policies (cont'd)
| M. |
Leases (cont'd)
|
Sale and leaseback:
ICL applies the requirements of IFRS 15 to determine whether an asset transfer is accounted for as a sale. If an asset transfer satisfies the requirements of IFRS 15 to be accounted for as a sale, ICL measures the right-of-use asset arising from the leaseback at the proportion of the previous carrying amount that relates to the right of use retained by ICL. Accordingly, ICL only recognizes the amount of gain or loss that relates to the rights transferred.
If the asset transfer does not satisfy the requirements of IFRS 15 to be accounted for as a sale, the transaction is accounted for as a financing transaction. Insofar as ICL is the seller-lessee of the asset, it continues to recognize the transferred asset and recognizes a financial liability in accordance with IFRS 9, at an amount equal to the transferred proceeds.
| N. |
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, gains on changes in the fair value of financial assets at fair value through profit or loss 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 and interest paid, are presented as part of cash flows from operating activities.
| O. |
Taxes on Income
|
Taxes on income (including surplus profit levy on natural resources) include 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.
Current tax is the expected tax payable (or receivable) on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date. Current taxes also include taxes in respect of prior years and any tax arising from dividends. Current tax assets and liabilities are offset if there is a legally enforceable right and there is intent to settle current tax liabilities and assets on a net basis.
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.
ICL Group Limited Consolidated Financial Statements 26
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 3 - Significant Accounting Policies (cont'd)
| O. |
Taxes on Income (cont'd)
|
Recognition of deferred taxes relates to temporary differences between the book values of the assets and liabilities for purposes of financial reporting and their value for tax purposes. 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. The deferred taxes are measured according to the tax rates expected to apply to the temporary differences at the time they are realized, based on the law that was finally legislated or effectively legislated as of the date of the report. 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 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.
A deferred tax asset is recognized in the books when it is expected that in the future there will be taxable income against which the temporary differences can be utilized. 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.
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.
| P. |
Earnings per share
|
ICL presents basic and diluted earnings per share data for its ordinary share capital. The basic earnings per share are calculated by dividing the income or loss attributable to the holders of the Company’s ordinary shares by the weighted-average number of ordinary shares outstanding during the year, after adjustment in respect of treasury shares. The diluted earnings per share are determined by adjusting the income or loss attributable to the holders of the Company’s ordinary shares and the weighted-average number of ordinary shares outstanding after adjustment in respect of treasury shares and for the effect of restricted shares and options for shares granted to employees.
| Q. |
Transactions with controlling shareholder
|
Assets and liabilities included in a transaction with a controlling shareholder are measured at fair value on the date of the transaction.
ICL Group Limited Consolidated Financial Statements 27
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 3 - Significant Accounting Policies (cont'd)
| R. |
Non-current assets and disposal groups held for sale
|
Non-current assets (or disposal groups composed of assets and liabilities) are classified as held for sale if it is highly probable that they will be recovered primarily through a sale transaction and not through continuing use.
Immediately before classification as held for sale, the assets (or components of the disposal group) are remeasured in accordance with ICL’s accounting policies. Thereafter, the assets (or components of the disposal group) are measured at the lower of their carrying amount and fair value less costs to sell.
Any impairment loss on a disposal group is initially allocated to goodwill, and then to remaining assets on a pro rata basis, except that no loss is allocated to assets that are not in the scope of the measurement requirements of IFRS 5 such as: inventories, financial assets, deferred tax assets and employee benefit assets, which continue to be measured in accordance with ICL’s accounting policies. Impairment losses recognized and subsequent gains or losses on remeasurement, are recognized as profit or loss. Gains are not recognized in excess of any cumulative impairment loss. In subsequent periods, depreciable assets classified as held for sale are not depreciated on a periodic basis.
| S. |
Amendments to standards and interpretations that have not yet been adopted
|
Amendment to IAS 1, Presentation of Financial Statements: disclosure of accounting policies (hereinafter - the amendment)
According to the amendment companies must provide disclosure of their material accounting policies rather than their significant accounting policies. Pursuant to the amendment, accounting policy information is material if, when considered with other information disclosed in the financial statements, it can be reasonably be expected to influence decisions that the users of the financial statements make on the basis of those financial statements. The amendment to IAS 1 also clarifies that accounting policy information is expected to be material if, without it, the users of the financial statements would be unable to understand other material information in the financial statements. The amendment also clarifies that immaterial accounting policy information need not be disclosed.
The amendment is applicable for reporting periods beginning on or after January 1, 2023. The Company is examining the consequences of the amendment on the financial statements with no plans for early adoption.
Amendment to IAS 12, Income Taxes: deferred tax related to assets and liabilities arising from a single transaction (hereinafter - the amendment)
The Amendment narrows the scope of the exemption from recognizing deferred taxes as a result of temporary differences created at the initial recognition of assets and/or liabilities, so that it does not apply to transactions that give rise to equal and offsetting temporary differences. As a result, companies will need to recognize a deferred tax asset or a deferred tax liability for these temporary differences at the initial recognition of transactions that give rise to equal and offsetting temporary differences, such as lease transactions and provisions for decommissioning and restoration
ICL Group Limited Consolidated Financial Statements 28
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 3 - Significant Accounting Policies (cont'd)
| S. |
Amendments to standards and interpretations that have not yet been adopted (cont'd)
|
The amendment is effective for annual periods beginning on or after January 1, 2023, by amending the opening balance of the retained earnings or adjusting a different component of equity in the period the said amendment was adopted. The Company is examining the impact of the amendment on its financial statements with no plans for early adoption.
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 29
Notes to the Consolidated Financial Statements as of December 31, 2022
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 (formerly, Innovative Ag Solutions).
As the Company continues to focus on targeting long-term growth through its diversified specialty solutions, it decided to change its managerial structure so that, as of January 2022, the activities of ICL Boulby and other European business components were allocated from the potash and phosphate solutions segments, respectively, to the Growing Solutions segment. Comparative figures have been restated to reflect the structural change of the reportable segments.
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.
ICL Group Limited Consolidated Financial Statements 30
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 5 - Operating Segments (cont'd)
A. General (cont'd)
1. Information on operating segments: (cont'd)
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 and produces organic milk components and whey proteins for the food ingredients industry.
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, while integrating and generating 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), organic fertilizers, water soluble fertilizers (WSF), liquid fertilizers and straights (MKP/MAP/PeKacid), 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 United States, 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. These activities are not presented as reportable segments as they do not meet the required quantitative thresholds.
ICL Group Limited Consolidated Financial Statements 31
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 5 - Operating Segments (cont'd)
| A. |
General (cont'd)
|
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.
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 32
Notes to the Consolidated Financial Statements as of December 31, 2022
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, 2022
|
|||||||
|
Sales to external parties
|
|
|
|
|
|
|
|
|
Inter-segment sales
|
|
|
|
|
|
(
|
|
|
Total 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 33
Notes to the Consolidated Financial Statements as of December 31, 2022
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, 2021
|
|||||||
|
Sales to external parties
|
|
|
|
|
|
|
|
|
Inter-segment sales
|
|
|
|
|
|
(
|
|
|
Total 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 amortization and impairment
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
|
|
|
|
|
|
|
Capital expenditures as part of business combination
|
|
|
|
|
|
|
|
ICL Group Limited Consolidated Financial Statements 34
Notes to the Consolidated Financial Statements as of December 31, 2022
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, 2020
|
|||||||
|
Sales to external parties
|
|
|
|
|
|
|
|
|
Inter-segment sales
|
|
|
|
|
|
(
|
|
|
Total sales
|
|
|
|
|
|
(
|
|
|
Segment profit (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 35
Notes to the Consolidated Financial Statements as of December 31, 2022
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:
|
2022
|
2021
|
2020
|
||||
|
$
millions
|
% of
sales
|
$
millions
|
% of
sales
|
$
millions
|
% of
sales
|
|
|
Brazil
|
|
|
|
|
|
|
|
China
|
|
|
|
|
|
|
| USA |
|
|
|
|
|
|
| India |
|
|
|
|
|
|
|
United Kingdom
|
|
|
|
|
|
|
|
Germany
|
|
|
|
|
|
|
| Spain |
|
|
|
|
|
|
|
Israel
|
|
|
|
|
|
|
|
France
|
|
|
|
|
|
|
|
Netherlands |
|
|
|
|
|
|
|
All other
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
ICL Group Limited Consolidated Financial Statements 36
Notes to the Consolidated Financial Statements as of December 31, 2022
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, 2022
|
|||||||
|
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, 2021
|
|||||||
|
Europe
|
|
|
|
|
|
(
|
|
|
Asia
|
|
|
|
|
|
(
|
|
|
South America
|
|
|
|
|
|
(
|
|
|
North America
|
|
|
|
|
|
(
|
|
|
Rest of the world
|
|
|
|
|
|
(
|
|
|
Total
|
|
|
|
|
|
(
|
|
ICL Group Limited Consolidated Financial Statements 37
Notes to the Consolidated Financial Statements as of December 31, 2022
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, 2020
|
|||||||
|
Europe
|
|
|
|
|
|
(
|
|
|
Asia
|
|
|
|
|
|
(
|
|
|
North America
|
|
|
|
|
|
(
|
|
|
South America
|
|
|
|
|
|
(
|
|
|
Rest of the world
|
|
|
|
|
|
(
|
|
|
Total
|
|
|
|
|
|
(
|
|
ICL Group Limited Consolidated Financial Statements 38
Notes to the Consolidated Financial Statements as of December 31, 2022
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
|
|||
|
2022
|
2021
|
2020
|
|
|
$millions
|
$millions
|
$millions
|
|
|
Israel
|
|
|
|
|
Europe
|
|
|
|
|
South America
|
|
|
|
|
Asia
|
|
|
|
|
North America
|
|
|
|
|
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
|
|||
|
2022
|
2021
|
2020
|
|
|
$millions
|
$millions
|
$millions
|
|
|
Israel
|
|
|
|
|
Europe
|
|
|
(
|
|
Asia
|
|
|
|
|
South America
|
|
|
|
|
North America
|
|
|
|
|
Other
|
|
|
|
|
Intercompany eliminations
|
(
|
(
|
(
|
|
Total
|
|
|
|
ICL Group Limited Consolidated Financial Statements 39
Notes to the Consolidated Financial Statements as of December 31, 2022
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
|
||
|
2022
|
2021
|
|
|
$ millions
|
$ millions
|
|
|
Israel
|
|
|
|
Europe
|
|
|
|
Asia
|
|
|
|
South America
|
|
|
|
North America
|
|
|
|
Other
|
|
|
|
Total
|
|
|
| (*) |
Mainly consist of property, plant and equipment, intangible assets and non-current inventories.
|
Note 6 – Inventories
|
As of December 31
|
||
|
2022
|
2021
|
|
|
$ 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
|
||
|
2022
|
2021
|
|
|
$ millions
|
$ millions
|
|
|
Government institutions
|
|
|
|
Prepaid expenses
|
|
|
|
Current tax assets
|
|
|
|
Derivative instruments
|
|
|
|
Other
|
|
|
|
|
|
ICL Group Limited Consolidated Financial Statements 40
Notes to the Consolidated Financial Statements as of December 31, 2022
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
|
||
|
2022
|
2021
|
|
|
$ millions
|
$ millions
|
|
|
Current assets
|
|
|
|
Non-current assets
|
|
|
|
Current liabilities
|
(
|
(
|
|
Non-current liabilities
|
(
|
(
|
|
Equity
|
(
|
(
|
|
For the year ended December 31
|
|||
|
2022
|
2021
|
2020
|
|
|
$ millions
|
$ millions
|
$ millions
|
|
|
Sales
|
|
|
|
|
Operating Income
|
|
|
|
|
Depreciation and amortization
|
|
|
|
|
Operating income before depreciation and amortization
|
|
|
|
|
Net Income
|
|
|
|
|
Total Comprehensive income
|
|
|
|
ICL Group Limited Consolidated Financial Statements 41
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 8 - Investments in Subsidiaries (cont'd)
| B. |
Business Acquisition and Divestiture
|
| (1) |
As part of the Company's strategy to divest low synergy businesses and non-core business activities, in March 2022, the Company completed the sale of its |
|
| (2) |
Further to the acquisition of Nobian’s holding in Sal Vesta ( |
Note 9 - Other non-current assets
|
As of December 31
|
||
|
2022
|
2021
|
|
|
$ millions
|
$ millions
|
|
|
Surplus in employees' defined benefit plans (1)
|
|
|
|
Non-current inventories
|
|
|
|
Receivables from equity-accounted investees sale (2)
|
|
|
|
Derivative designated as a cash flow hedge
|
|
|
|
Investments in equity-accounted investees
|
|
|
|
Other
|
|
|
|
|
|
| (1) |
|
|
|
(2) |
See Note 8B(1). |
ICL Group Limited Consolidated Financial Statements 42
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 10 - Property, Plant and Equipment
A. Composition
|
Land and buildings
|
Technical equipment and machinery
|
Dikes and evaporating
ponds
|
Plants under construction
(1)
|
Other
|
Right of use
asset (2)
|
Total
|
|
|
$ millions
|
|||||||
|
Cost
|
|||||||
|
Balance as of January 1, 2022
|
|
|
|
|
|
|
|
|
Additions
|
|
|
|
(
|
|
|
|
|
Disposals
|
(
|
(
|
|
|
|
(
|
(
|
|
Translation differences
|
(
|
(
|
(
|
(
|
(
|
(
|
(
|
|
Balance as of December 31, 2022
|
|
|
|
|
|
|
|
|
Accumulated depreciation
|
|||||||
|
Balance as of January 1, 2022
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
|
|
|
|
|
|
Disposals
|
(
|
(
|
|
|
|
(
|
(
|
|
Translation differences
|
(
|
(
|
(
|
|
(
|
(
|
(
|
|
Balance as of December 31, 2022
|
|
|
|
|
|
|
|
|
Depreciated balance as of December 31, 2022
|
|
|
|
|
|
|
|
(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).
ICL Group Limited Consolidated Financial Statements 43
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 10 - Property, Plant and Equipment (cont'd)
A. Composition (cont'd)
|
Land and buildings
|
Technical equipment and machinery
|
Dikes and evaporating
ponds
|
Plants under construction
(1)
|
Other
|
Right of use asset (2)
|
Total
|
|
|
$ millions
|
|||||||
|
Cost
|
|||||||
|
Balance as of January 1, 2021
|
|
|
|
|
|
|
|
|
Additions in respect of business combinations |
|
|
|
|
|
|
|
|
Additions
|
|
|
|
(
|
|
|
|
|
Disposals
|
(
|
(
|
(
|
|
(
|
(
|
(
|
|
Exit from consolidation |
(
|
(
|
|
|
(
|
(
|
(
|
|
Translation differences
|
(
|
(
|
(
|
(
|
(
|
(
|
(
|
|
Balance as of December 31, 2021
|
|
|
|
|
|
|
|
|
Accumulated depreciation
|
|||||||
|
Balance as of January 1, 2021
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
|
|
|
|
|
|
Reversal of impairment |
|
(
|
|
|
|
|
(
|
|
Disposals
|
(
|
(
|
|
|
(
|
(
|
(
|
|
Exit from consolidation |
(
|
(
|
|
|
|
|
(
|
|
Translation differences
|
(
|
(
|
(
|
|
(
|
(
|
(
|
|
Balance as of December 31, 2021
|
|
|
|
|
|
|
|
|
Depreciated balance as of December 31, 2021
|
|
|
|
|
|
|
|
(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).
ICL Group Limited Consolidated Financial Statements 44
Notes to the Consolidated Financial Statements as of December 31, 2022
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, 2022
|
|
|
|
|
|
|
|
|
| Additions |
|
|
|
|
|
|
|
|
|
Adjustment to PPA (1) |
|
|
|
|
(
|
|
|
|
|
Translation differences
|
(
|
(
|
(
|
(
|
(
|
(
|
(
|
(
|
|
Balance as of December 31, 2022
|
|
|
|
|
|
|
|
|
|
Amortization
|
||||||||
|
Balance as of January 1, 2022
|
|
|
|
|
|
|
|
|
|
Amortization for the year
|
|
|
|
|
|
|
|
|
|
Translation differences
|
(
|
(
|
(
|
(
|
(
|
(
|
(
|
(
|
|
Balance as of December 31, 2022
|
|
|
|
|
|
|
|
|
|
Amortized Balance as of December 31 ,2022
|
|
|
|
|
|
|
|
|
(1)
ICL Group Limited Consolidated Financial Statements 45
Notes to the Consolidated Financial Statements as of December 31, 2022
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, 2021
|
|
|
|
|
|
|
|
|
|
Additions in respect of business combinations |
|
|
|
|
|
|
|
|
|
Additions |
|
|
|
|
|
|
|
|
|
Translation differences
|
(
|
(
|
(
|
(
|
(
|
(
|
(
|
(
|
|
Balance as of December 31, 2021
|
|
|
|
|
|
|
|
|
|
Amortization
|
|
|
|
|
|
|
|
|
|
Balance as of January 1, 2021
|
|
|
|
|
|
|
|
|
|
Amortization for the year
|
|
|
|
|
|
|
|
|
|
Translation differences
|
(
|
|
(
|
(
|
(
|
(
|
(
|
(
|
|
Balance as of December 31, 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortized Balance as of December 31 ,2021
|
|
|
|
|
|
|
|
|
ICL Group Limited Consolidated Financial Statements 46
Notes to the Consolidated Financial Statements as of December 31, 2022
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
|
||
|
2022
|
2021
|
|
|
$ 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 having 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 and not to the cash-generating units, the level of which is lower than the operating segment, as long as the acquired unit is presented in the Company's reportable segments. The examination of impairment of the carrying amount of the goodwill is made 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
|
||
|
2022
|
2021
|
|
|
$ millions
|
$ millions
|
|
|
Goodwill
|
||
|
Phosphate Solutions
|
|
|
|
Industrial Products
|
|
|
|
Growing Solutions |
|
|
|
Potash
|
|
|
|
Other
|
|
|
|
|
|
|
|
Trademarks
|
|
|
|
|
|
ICL Group Limited Consolidated Financial Statements 47
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 12 - Impairment Testing (cont'd)
|
Impairment testing for intangible assets with an indefinite useful life (cont'd)
|
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 things, 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 10.4 % and a long‑term growth rate of 2.6 %, reflecting the industries and markets in which the Company is engaged.
ICL Group Limited Consolidated Financial Statements 48
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 13 - Credit from Banks and Others
| A. |
Composition
|
|
As of December 31
|
||
|
2022
|
2021
|
|
|
$ 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 49
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 13 - Credit from Banks and Others (cont'd)
| B. |
Yearly movement in Credit from Banks and Others (*)
|
|
As of December 31
|
||
|
2022
|
2021
|
|
|
$ millions
|
$ millions
|
|
|
Balance as of January 1
|
|
|
|
Changes from financing cash flows
|
||
|
Additions in respect of business combination |
|
|
|
Receipt of long-term debts
|
|
|
|
Repayment of long-term debt
|
(
|
(
|
|
Repayment of short-term credit
|
(
|
(
|
|
Interest paid
|
(
|
(
|
|
Receipt (payments) from transaction in derivatives
|
|
(
|
|
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, derivatives on loans and debentures, loans and debentures and interest payables.
ICL Group Limited Consolidated Financial Statements 50
Notes to the Consolidated Financial Statements as of December 31, 2022
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). These Agreements replace the prior securitization agreements, which expired in September 2020. The structure and terms of the Agreements are very similar to the prior securitization agreement.
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 does not 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 above financial covenant.
The Acquiring Company finances acquisition of the debts through a loan received from a financial institution that is not affiliated with the Company. The period during which the Subsidiaries are entitled to sell their trade receivables to the Acquiring Company is five years from the closing date of the transaction, both parties have the option, at the end of each year, to notify for the transaction’s cancellation. 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 provided conditions from 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, 2022, utilization of the securitization facility within this framework amounted to $233 million (December 31, 2021 - $180 million).
ICL Group Limited Consolidated Financial Statements 51
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 13 - Credit from Banks and Others (cont'd)
| D. |
Information on material loans and debentures outstanding as of December 31, 2022:
|
|
Instrument type
|
Loan date
|
Original principal
(millions)
|
Currency
|
Carrying amount
($ millions)
|
Interest rate
|
Principal repayment date
|
Additional information
|
|
Debentures - Series F
|
May 2018, December 2020
|
|
US Dollar
|
|
|
|
(3), (4)
|
|
Debentures - Series E
|
April 2016
|
|
Israeli Shekel
|
|
|
2021- 2024
(Annual installment)
|
Partially repaid
(1), (3)
|
|
Debentures (private offering) – 3 series
|
January 2014
|
|
US Dollar
|
|
5.16%
5.31%
|
January 2024
January 2026
|
(3), (4) |
|
Debentures - Series G
|
January/May 2020
|
|
Israeli Shekel
|
|
|
2022- 2034
(Annual installment)
|
(1), (3) |
|
Debentures - Series D
|
December 2014
|
|
US Dollar
|
|
|
|
(3), (4)
|
| SLL |
September 2021
|
|
Euro
|
|
|
(5) | |
|
Loan - European Bank
|
September 2021
|
|
Euro
|
|
|
|
|
|
Loan-Israeli institutions
|
November 2013
|
|
Israeli Shekel
|
|
|
2015-2024
(Annual installment)
|
Partially repaid
|
ICL Group Limited Consolidated Financial Statements 52
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 13 - Credit from Banks and Others (cont'd)
| D. |
Information on material loans and debentures outstanding as of December 31, 2022: (cont'd)
|
Additional Information:
| (1) |
In March 2022, the Company repaid, as scheduled, NIS |
|
| (2) |
In April 2022, the Company prepaid its MUFG credit facility loan of BRL |
|
| (3) |
As of July 5, 2022, 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. |
|
| (4) |
In June 2022, 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. |
|
| (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, 2022, 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 53
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 13 - Credit from Banks and Others (cont'd)
| E. |
Credit facilities:
|
|
Issuer
|
Group of international banks
|
European bank
|
| 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 the credit: Libor/Euribor + 0.70%.
From 33% to 66% use of the credit: Libor/Euribor + 0.80%
66% or more use of the credit: Libor/Euribor + 0.95%
|
Libor + 0.80%
|
|
Loan currency type
|
|
|
|
Pledges and restrictions
|
|
|
|
Non-utilization fee
|
|
|
| (1) |
|
ICL Group Limited Consolidated Financial Statements 54
Notes to the Consolidated Financial Statements as of December 31, 2022
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)
|
Financial Ratio Required under the Agreement
|
Financial Ratio December 31,
2022
|
|
Total shareholder’s equity
|
Equity greater than $2,000 million
|
$
|
|
Ratio of EBITDA to the net interest expenses
|
Equal to or greater than 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, 2022, the Company complies with all of its financial covenants. |
| 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, 2022, the total guarantees provided by the Company were in the amount of $
|
ICL Group Limited Consolidated Financial Statements 55
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 14 – Other Payables
|
As of December 31
|
||
|
2022
|
2021
|
|
|
$ millions
|
$ millions
|
|
|
Employees
|
|
|
|
Current tax liabilities
|
|
|
|
Governmental (mainly in respect of royalties)
|
|
|
|
Accrued expenses
|
|
|
|
Derivative instruments
|
|
|
|
Income received in advance |
|
|
|
Others
|
|
|
|
|
|
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.
Under the “Ireland” track, the Company paid a reduced tax rate of
The part of taxable income entitled to benefits at reduced tax rates is calculated based on the ratio of the “Beneficiary Enterprise” turnover to a company’s total turnover. The turnover attributed to the “Beneficiary Enterprise” is generally calculated according to the increase in the turnover compared to a “base” turnover, which is the average turnover in the three years prior to the election year of the “Beneficiary Enterprise”.
A company having a “Beneficiary Enterprise” that distributes a dividend out of exempt income, will be subject to corporate tax in the year in which the dividend was distributed on the amount distributed (including corporate tax applicable amount due to the distribution) at the tax rate applicable under the Encouragement Law in the year in which the income was generated, had it not been exempt from tax.
ICL Group Limited Consolidated Financial Statements 56
Notes to the Consolidated Financial Statements as of December 31, 2022
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 Enterprises
|
On November 15, 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, which deals with the identification of sources of dividend distributions as of August 15, 2021 (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.
In addition, a temporary provision to the Encouragement Law was published, which was valid until November 14, 2022, offered a reduced tax payment arrangement to companies that have trapped earnings. The eligibility for beneficiary tax rate provided, among others, making investments in the companies' industrial plants over five years, in accordance with the formula set forth in the amendment.
In December 2021, due to the Company's settlement agreement with the Israeli Tax Authorities, regarding tax assessments for the years 2015-2019, and as a result of the Company's decision to apply the said temporary provision, the Company recognized a tax provision for the release of trapped earnings in the total amount of $47 million. Accordingly, no additional tax provision is required in respect of the unreleased trapped earnings which as of December 31, 2022, amounted to about NIS 950 million ($270 million).
| 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 57
Notes to the Consolidated Financial Statements as of December 31, 2022
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, the royalty rate is 5% of the value of the sold quantity produced.
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 58
Notes to the Consolidated Financial Statements as of December 31, 2022
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 (hereinafter – Yield).
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 59
Notes to the Consolidated Financial Statements as of December 31, 2022
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:
| 3) |
Actual price in the sale transaction.
|
| 4) |
A price which will keep an operating profit with the downstream products manufacturer of
|
| 5) |
The production and operating costs attributable to a unit of phosphate.
|
The Company took an alternative tax filing position, according to which, all the Dead Sea minerals should be taxed as a unified mineral under the above-mentioned mechanism as the natural resource that is used by the company is the Dead-Sea brine.
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 March 2021, the ITA issued an assessment for the years 2016-2017, which includes a demand for payment of Surplus Profit Levy, in the amount of approximately $
In June 2022, a settlement agreement was signed with the Israeli Tax Authority, which entered into force on July 26, 2022. The settlement agreement 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.
In the second quarter of 2022, the Company recorded tax expenses for prior years in the amount of $
ICL Group Limited Consolidated Financial Statements 60
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 15 - Taxes on Income (cont'd)
| A. |
Taxation of companies in Israel (cont'd) |
|
| 4. |
Taxation of Profits Natural Resources (cont'd) |
| 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.
| B. |
Taxation of non-Israeli subsidiaries
|
Subsidiaries incorporated outside of Israel are assessed for tax under the tax laws in their countries of residence. The principal tax rates applicable to the major subsidiaries outside Israel are as follows:
|
Country
|
Tax rate
|
Note
|
|
Brazil
|
|
|
|
Germany
|
|
|
|
United States
|
26%
|
(
|
|
Netherlands
|
|
|
|
Spain
|
|
|
|
China
|
|
|
|
United Kingdom
|
|
| (1) |
|
| C. |
Carried forward tax losses
|
As of December 31, 2022, the balances of the carryforward tax losses of subsidiaries for which deferred taxes were recorded, is about $
As of December 31, 2022, the balances of the carryforward tax losses to future years of subsidiaries for which deferred taxes were not recorded, is about $
As of December 31, 2022, the capital losses for tax purposes available for carryforward to future years for which deferred taxes were not recorded is about $
ICL Group Limited Consolidated Financial Statements 61
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 15 - Taxes on Income (cont'd)
| D. |
Tax assessments
|
|
(1)
|
The Company and the main operational companies in Israel (DSW, Rotem, Bromine, DSM, and BCL), have received final tax assessments up to and including 2019. Other companies in Israel received final tax assessments up to and including 2017. The main subsidiaries outside of Israel have final tax assessments up to and including 2015.
|
|
| 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, 2021
|
(
|
|
|
(
|
|
(
|
|
Changes in 2021:
|
||||||
|
Additions in respect of business combinations
|
|
1
|
|
|
|
|
|
Amounts recorded in the statement of income
|
|
|
|
(
|
(
|
(
|
|
Amounts recorded to a capital reserve
|
|
|
(
|
(
|
|
(
|
|
Translation differences
|
|
|
(
|
(
|
(
|
(
|
|
Balance as of December 31, 2021
|
(
|
|
|
(
|
|
(
|
|
Changes in 2022:
|
||||||
|
Amounts recorded in the statement of income
|
(
|
|
|
|
|
(
|
|
Amounts recorded to a capital reserve
|
|
|
(
|
|
|
(
|
|
Translation differences
|
|
|
(
|
|
(
|
(
|
|
Balance as of December 31, 2022
|
(
|
|
|
|
|
(
|
| 2. |
The currencies in which the deferred taxes are denominated:
|
|
As of December
|
||
|
2022
|
2021
|
|
|
$millions
|
$millions
|
|
|
Israeli Shekels
|
(
|
(
|
|
Euro
|
|
|
|
Brazilian Real
|
|
|
|
British Pound
|
|
|
|
U.S Dollar
|
(
|
(
|
|
Other
|
|
|
|
(
|
(
|
ICL Group Limited Consolidated Financial Statements 62
Notes to the Consolidated Financial Statements as of December 31, 2022
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
|
|||
|
2022
|
2021
|
2020
|
|
|
$ millions
|
$ millions
|
$ millions
|
|
|
Current taxes
|
|
|
|
|
Deferred taxes
|
|
|
(
|
|
Taxes in respect of prior years
|
|
|
(
|
|
|
|
|
| 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
|
|||
|
2022
|
2021
|
2020
|
|
|
$ 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 $
ICL Group Limited Consolidated Financial Statements 63
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 15 - Taxes on Income (cont'd)
| G. |
Taxes on income relating to items recorded in equity
|
|
For the year ended December 31
|
|||
|
2022
|
2021
|
2020
|
|
|
$ millions
|
$ millions
|
$ millions
|
|
|
Tax recorded in other comprehensive income
|
|||
|
Actuarial gains from defined benefit plan
|
(
|
(
|
(
|
|
Change in investments at fair value through other comprehensive income
|
|
(
|
|
|
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
|
||
|
2022
|
2021
|
|
|
$ millions
|
$ millions
|
|
|
Fair value of plan assets
|
|
|
|
Termination benefits
|
(
|
(
|
|
Defined benefit obligation
|
(
|
(
|
|
(
|
(
|
Composition of fair value of the plan assets:
|
As of December 31
|
||
|
2022
|
2021
|
|
|
$ 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 64
Notes to the Consolidated Financial Statements as of December 31, 2022
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 a pension payment 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 65
Notes to the Consolidated Financial Statements as of December 31, 2022
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
|
||||
|
2022
|
2021
|
2022
|
2021
|
2022
|
2021
|
|
|
$ 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 2022 is $(135 ) million, compared with $23 million in 2021 and $14 million in 2020.
| F. |
Actuarial assumptions
|
Principal actuarial assumptions as of the reporting date (expressed as weighted averages):
|
For the year ended December 31
|
|||
|
2022
|
2021
|
2020
|
|
|
%
|
%
|
%
|
|
|
Discount rate as of December 31
|
|
|
|
|
Future salary increases
|
|
|
|
|
Future pension increase
|
|
|
|
ICL Group Limited Consolidated Financial Statements 66
Notes to the Consolidated Financial Statements as of December 31, 2022
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 2022
|
||||
|
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 2022 are $39 million (compared with $43 million in 2021 and $39 million in 2020).
The Company estimates that the expected deposits in 2023 to fund defined benefit plans are about $8 million.
As of December 31, 2022, the Company estimates that the life of the defined benefit plans, based on a weighted average, is about 11 years (compared with 13.6 years in 2021).
| I. |
Long-term incentive plan
|
|
|
(1)
|
In February 2023, the Company’s HR & Compensation Committee and the Board of Directors approved a new biennial equity grant for the years 2023-2024 in the form of options exercisable to the Company's ordinary shares. For further information, see Note 19.
|
| (2) |
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 of the grant as of the reporting date is about $
|
ICL Group Limited Consolidated Financial Statements 67
Notes to the Consolidated Financial Statements as of December 31, 2022
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, 2022
|
|
|
|
|
|
Provisions recorded during the year
|
|
|
|
|
|
Provisions reversed during the year
|
(
|
(
|
(
|
(
|
|
Effect of change in discount rate
|
(
|
|
|
(
|
|
Payments during the year |
( |
( |
( |
( |
|
Translation differences
|
( |
|
|
(
|
|
Balance as of December 31, 2022
|
|
|
|
|
| (1) |
|
| a. |
Spain – In 2018, a new 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 2094, and for the Sallent site up to 2075.
|
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, 2022, the total provision for the closure and restoration of the Sallent site amounts to $74 million. The estimation is based on a long-term forecast, covering a period of more than 50 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. |
Rotem Israel – as of December 31, 2022, according to the Company's estimation, the provision for the restoration of the mining sites and waste repositories, for Rotem Israel'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, 2022, the provision for prior periods waste treatment amounted to $
|
ICL Group Limited Consolidated Financial Statements 68
Notes to the Consolidated Financial Statements as of December 31, 2022
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 energy in the ordinary course of business, for various periods ending on December 31, 2036. As of December 31, 2022, the total amount of the commitments is about $
|
| (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, 2022, the subsidiaries have capital expenditures commitments of about $
|
| (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 the salt piles at its 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 main highlights of the agreement include, among other things, guidelines by which the project will be managed, financing aspects of the project, the definition of project costs and determination of the operational maintenance mechanism, including usage costs. Based on said agreement and Spain's water law, it was determined that ICL Iberia will assume up to 90% of the project's cost (approximately $
|
| (4) |
In 2017, the Company entered into a gas purchase agreement with Energean Israel Limited (hereinafter - Energean) who holds a license for the development of the Karish and Tanin gas reservoirs. Under the agreement, Energean is expected to supply the Company with natural gas (NG) at a quantity of up to 13 BCM at a value of $
|
Following Energean announcement of potential expected delays in the supply of NG under the "Force Majeure" clause within the GSPA, in 2020 the Company signed an exclusive agreement with Tamar reservoir to supply the full amount of NG consumed by the Company until December 2022, at a price of about $4 per MMBTU.
After continued delays, in the fourth quarter of 2022, Energean began NG production activities and supply as part of its commissioning phase. In order to ensure sufficient NG for ICL’s facilities, beyond the supplied NG from Energean, the Company signed NG supply agreements with additional market sources, including Leviathan reservoir, which are valid until the end of the first quarter of 2023 and is taking additional measures to further secure its NG supply. The Company believes it is more likely than not that it will obtain sufficient NG for its facilities in Israel until Energean enters commercial production and fully supply the required NG. The Company intends to exercise all its legal rights in connection with Energean's continued delays.
ICL Group Limited Consolidated Financial Statements 69
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 18 - Commitments, Concessions and Contingent Liabilities (cont'd)
|
A. |
Commitments (cont'd) |
| (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
|
| (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, with the approval of its 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, on January 5, 2021, shareholders approved the extension of 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.
| 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 on 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 are 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 70
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 18 - Commitments, Concessions and Contingent Liabilities (cont'd)
|
|
B.
|
Concessions (cont'd)
|
| (1) |
DSW (cont'd) |
Pursuant to section 24 (b) of the Supplement to the Concession Law, it is stated that capital investments made during the 10-year period prior to the end of the concession require the prior consent of the 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 plant will not be unreasonably delayed or denied. In 2020, an agreement was concluded between the Company and the Israeli 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 Israeli Government in accordance with the agreement and obtains investment approvals as required.
In 2015, the 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 in 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 Israeli Ministry of Finance released the final report of the inter-ministry team headed by Mr. Yoel Naveh, former Chief Economist, which includes 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, if 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 work has not yet been completed.
The consolidated Financial Statements were prepared under management's belief 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. The consolidated depreciation expenses in 2022 relating to the assets located within the concession area amounted to about $108 million.
ICL Group Limited Consolidated Financial Statements 71
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 18 - Commitments, Concessions and Contingent Liabilities (cont'd)
| B. |
Concessions (cont'd) |
| (1) |
DSW (cont'd) |
It is expected that the value of the Property, Plant and Equipment at the end of the concession period will change as time passes and as a result of purchase and disposals of assets.
Royalties
In consideration of the concession, DSW pays royalties to the Government of Israel calculated at a rate of 5 % of the value of the products at the plant gate, less certain expenses.
DSW 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 the DSW 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 on the basis of carnallite used for production of magnesium.
| (2) |
Rotem Amfert Israel (hereinafter – “Rotem Israel”) |
Rotem Israel has been mining phosphates in the Negev in Israel for more than sixty years. Mining is conducted in accordance with phosphate mining concessions, which are granted as required by the 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 concessions relate to quarries (phosphate rock), whereas the authorizations cover the use of land as active mining areas.
|
Mining Concessions |
Rotem Israel has a unified mining concession which includes Rotem Field, including Hatrurim, and Zafir Field, including Oron-Zin, until the end of 2024. In order to comply with the concession's provisions, 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, as well as by means of a bank guarantee in the amount of $19 million.
As part of the Company’s efforts to locate phosphate rock resources in Israel, in January 2022, the Ministry of Energy granted Rotem Israel an exploration license for phosphate in an area of 263 acres, north of the Oron Concession. In December 2022, following the completion of a geological survey, the Company received a discovery certificate, which gives it the exclusive right to request a mining license in that area. The Company is working to apply for a concession for approximately 76.6 acres and activity thereon is expected to continue at least until 2025.
|
Lease Agreements
|
||
|
Rotem Israel has two lease agreements in effect until 2024 and 2041 as well as an additional lease agreement for the Oron plant, which expired in 2017. As of the reporting date, the Company has an agreement in principle, with the Israel Land Authority - Southern Region, regarding the receipt of a license agreement for Oron plant until the end of 2025. The license agreement is subject to the approval of the Israel Land Authority management. |
ICL Group Limited Consolidated Financial Statements 72
Notes to the Consolidated Financial Statements as of December 31, 2022
| B. |
Concessions (cont'd) |
| (2) |
Rotem Israel (cont'd) |
Mining Royalties
According to the terms of the concession, Rotem Israel is required to pay royalties to the State of Israel for Phosphate mining.
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. As part of the process of extending the concession which occurred in 2021, an order was issued by the Ministry of Energy to amend the Third Addendum A which is intended to anchor and clarify the basis for calculating the royalties and its components.
|
Planning and Building |
The mining and quarrying activities require a zoning approval of the site based on a plan in accordance with the Israeli Planning and Building Law, 1965. Such plans are updated, as needed. As of the reporting date, there are various requests at different stages of deliberations pending for consideration the planning authorities.
Zin-Oron area - In 2016, the District Board for the Southern District approved a detailed site plan for mining phosphates in the Zin Oron area. This 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 for extension (under the authority of the District Planning Board).
Barir field - The Company is promoting a plan to mine phosphates in 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 the 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 of 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 the NOP 14B, which was formally published later.
In addition, it was decided to establish a team with representatives from Treasury, Health, Transportation, Environmental Protection and Energy ministries (hereinafter – The Inter-ministerial team), which will present to the Housing Cabinet a report that includes health aspects for NOP 14B.
ICL Group Limited Consolidated Financial Statements 73
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 18 - Commitments, Concessions and Contingent Liabilities (cont'd)
| B. |
Concessions (cont'd) |
|
(2) |
Rotem Israel (cont'd) |
In 2018 and 2019, petitions were submitted to the Israeli Supreme Court of Justice by the municipality of Arad and by residents of Bedouin community in the "Arad Valley" against the National Council, the Government of Israel and Rotem Israel, 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 the 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 Israeli 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, approved once again 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 Barir Detailed NOP. 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 continues its discussions with the relevant regulators to ensure the deliberation will be held as soon as possible.
In addition to the procedures described above, securing the future of the phosphate mining operations at Rotem Israel depends among other things, on the following matters:
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• |
Emissions permit under the Israeli Clean Air Act (hereinafter - the Law) - In 2021, the Company's emission permit was renewed until September 2023. The permit reflects an updated outline of requirements by the Israeli Ministry of Environmental Protection (MoEP). Postponement of the execution of a limited number of projects was granted within the framework of an administrative order under Section 45 of the Law. The Company is experiencing difficulties meeting the execution schedules of a limited number of projects, and, accordingly, continues to work with the MoEP to find satisfactory solutions, while considering the uncertainty surrounding Rotem Israel's activity as far as the implementation of long-term projects is concerned. |
|
| • |
Phosphogypsum storage - In 2021, a new Urban Building Plan was approved, the main objectives of which are to regulate areas for phosphogypsum storage reservoirs. Following the ambiguity of the guidelines regarding the calculation of the building permit fees, in April 2022, Israel’s Planning Administration stated its position that the Company should pay insignificant fees. Following Tamar Regional Council’s rejection of the position, in January 2023, the Company reached principal understandings with the Regional Council regarding the fee amounts, subject to a signed agreement. No material impact on the Company's financial results is expected. |
ICL Group Limited Consolidated Financial Statements 74
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 18 - Commitments, Concessions and Contingent Liabilities (cont'd)
|
B. |
Concessions (cont'd) |
| (2) |
Rotem Israel (cont'd) |
|
• |
Energy Production – As part of the Company’s efforts to ensure the continuity of energy production in Rotem Israel in accordance with the policy of the Ministry of Energy and the Ministry of Environmental Protection, in September 2022, the Company began to operate a natural gas-based steam boiler which replaced the existing energy production facility that utilized oil shale.
|
|
|
• |
Finding economically feasible alternatives to continue phosphate operations in Rotem Israel – According to the Company's assessment, the estimated useful life of Rotem's phosphate rock reserves in its existing mining areas is limited to a few years. The Company is working to promote economic alternatives for future phosphate operations at Rotem Israel and to obtain required permits and approvals, including by conducting pilots to adapt various potential types of phosphate rock for the Company’s products as part of an effort to utilize and increase existing phosphate reserves. |
|
|
The Company estimates that it is more likely than not that it will be able to continue its phosphate operations at Rotem Israel, by obtaining the approvals and permits required to ensure its future phosphate operations within a time frame that is not expected to materially impact the Company's results. Nevertheless, there is no certainty as to the success of receiving such approvals and permits, nor is there certainty regarding future phosphate rock resources and/or by what date they will be received. Failure to obtain them, or a significant delay in obtaining them, can lead to a material impact on the Company's business, financial position and results of operations. |
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| (3) |
ICL Iberia – a subsidiary in Spain |
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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. |
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ICL Group Limited Consolidated Financial Statements 75
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 18 - Commitments, Concessions and Contingent Liabilities (cont'd)
|
B. |
Concessions (cont'd) |
| (4) |
United Kingdom |
| A. |
The mineral leases of ICL Boulby, ICL's subsidiary in the United Kingdom (hereinafter – ICL Boulby), are based on approximately 51 mineral leases and licenses for extracting various minerals, in addition to numerous easements and rights of way from private owners of land under which ICL Boulby operates, and mineral lease rights under the North Sea granted by The Crown Estates. The mineral lease rights with The Crown Estates, include provisions to explore and exploit all targeted and known polyhalite and salt mineral resources of interest to ICL Boulby. Said leases cover a total area of about 814 square kilometers (onshore leases total around 24 square kilometers and offshore leases from the Crown Estates cover around 790 square kilometers). For the future the Company only requires a small number of terrestrial mineral areas for ventilation and dewatering purposes, some of which expired in 2022. The Company is actively engaged in negotiations with approximately 18 private mineral owners in extend lease terms. Four lease agreements are currently in negotiations and an application has been approved by the Secretary of State to refer these negotiations to the High Court of Justice in London under the Working Mines Facilities Act Application of 1966 (“the Act”), which, generally, provides for a mechanism to acquire rights over land for mining and extraction. The Company believes that this demonstrates there are sufficient grounds to resolve the negotiations pursuant to the Company’s position. As for the remaining fourteen mineral leases, the Company believes that satisfactory terms will be negotiated without having to have recourse to the Act. Pending the negotiations, the Company continues to operate under the terms of the previous agreements as agreed to with the contractual partners. Subject to the renewal processes described above, all remaining lease periods, licenses, easements and rights of way are effective until 2035.
|
In December 2021, the North York Moors Park Authority Planning Committee approved ICL Boulby's application for the continuation of polyhalite and salt production for an additional 25 years commencing 2023 (until 2048). On May 27, 2022, an official Notice was served under Regulation 63 of the Conservation of Habitats and Species Regulations 2017, which concluded that the development would not have any Likely Significant Effects on the North York Moors Special Area of Conservation and Special Protection Area.
With respect to the mining royalties, ICL Boulby pays royalties of
| B. |
A UK subsidiary which is a part of the Growing Solutions segment (hereinafter – Everris Limited) has peat mines in the UK (Creca, Nutberry and Douglas Water). Peat is used as a component to produce professional growing media. All sites are owned by Everris Limited. The current extraction permits are granted by the local authorities and are renewed after examining the renewal applications. The extraction permits for Nutberry and Douglas Water were granted until the end of 2024, and the permit for Creca was granted until the end of 2051.
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ICL Group Limited Consolidated Financial Statements 76
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 18 - Commitments, Concessions and Contingent Liabilities (cont'd)
| B. |
Concessions (cont'd) |
| (5) |
YPH - China |
|
Mining Concessions |
YPH, ICL's subsidiary in China, which is equally owned with Yunnan Phosphate Chemicals Group Corporation Ltd. ("YYTH"), holds two phosphate mining licenses that were issued in 2015 by the Division of Land and Resources of the Yunnan district in China: (1) a mining license for the Haikou Mine (hereinafter – Haikou) which the Company operates and which is valid until January 2043; and (2) a mining license for the Baitacun Mine, which is valid until April 2023. With respect to Baitacun Mine, in 2022, the Company completed a risk survey to assess the feasibility and profitability of the mining site, and it is currently working to renew its license for an additional ten years.
|
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 (hereinafter – the Daqing Area) and to sell such phosphate rock to any third party at its own discretion.
YPC has undertaken that YPH’s mining right in the Haikou mine will not be adversely affected by the above-mentioned arrangements. It was decided that YPH should conduct further communications with YPC and Lindu Company for the purpose of protecting its legal rights and to urge the parties to reach a fair, just, and reasonable solution to this issue as soon as possible.
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 for 2022 are about $
|
Planning and Building |
The production process at YPH requires the Company to operate gypsum and flotation ponds that accumulate phosphogypsum fluid and other materials formed in the production processes. In 2022, the Company completed the construction of the infrastructure for the expansion of the ponds after, in April of that year, it received an official certification enabling the expansion of the ponds area, which is required as part of YPH’s ongoing operations plan.
ICL Group Limited Consolidated Financial Statements 77
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 18 - Commitments, Concessions and Contingent Liabilities (cont'd)
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|
C.
|
Contingent liabilities
|
| (1) |
Ecology |
| A. |
In 2017, three applications for certification of claims as class actions were filed against the Company, as a result of a partial collapse of a dyke in an evaporation pond at Rotem Amfert Israel which resulted in contamination of the Ashalim Stream and its surrounding area. The claimants contend that the Company breached various provisions of environmental laws, including the provisions of the Law for Prevention of Environmental Hazards, the Water Law, provisions of the Torts Ordinance, a breach of statutory duty and negligence. Within the framework of the first application, the Court was requested to instruct the Company to rectify the harm caused as a result of its omissions in order to prevent recurrence of the damage caused as well as to grant a monetary remedy for non-pecuniary damages. The monetary remedy was not defined, however according to the claimants, the amount of the personal claim is NIS
Within the framework of the second application, the Court was requested to grant a monetary remedy in an amount of no less than NIS
In May 2018, the Nature and Parks Authority (hereinafter – NPA), filed an application for certification of a class action against the Company, Rotem Amfert Israel and past officers of the Company and Rotem Amfert Israel (jointly hereinafter - the Respondents), with respect to the Ashalim incident. According to the NPA, the Respondents, jointly and/or severally, are liable for compensation due to the Ashalim incident, among other things by virtue of the Torts Ordinance and/or unjust profits and by virtue of any other law. In the Application, the Court was requested, among other things, to issue orders, the purpose of which is to take all necessary measures to prevent the recurrence of the environmental hazard, and also to cooperate with the NPA and the State's authorities in order to minimize the ecological and environmental damage in order to allow for the restoration of the nature reserve. Furthermore, the Court was requested to grant monetary relief to the public injured by the ecological and environmental damage, and to grant a monetary relief for the purpose of the restoration of the nature reserve, in the aggregate amount of NIS
In conjunction with the aforesaid application, the NPA filed a motion to strike the three applications mentioned above and to prefer the approval application on its behalf, as it argues that it is the most suitable to serve as the representative plaintiff in a class action in this regard, as its application is detailed and well-established as well as the special status conferred upon it under the Class Actions Law, which allows for specific benefits. |
ICL Group Limited Consolidated Financial Statements 78
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 18 - Commitments, Concessions and Contingent Liabilities (cont'd)
| C. |
Contingent liabilities (cont'd)
|
| (1) |
Ecology (cont'd)
|
| A. |
(Cont'd)
|
|
In November 2018, the Company was notified that all four applicants had agreed to join efforts and manage the class actions in a joint and coordinated manner.
In December 2022, following a mediation process between Rotem Israel and the Israeli Nature and Parks Authority, as well as all other applicants in the aforesaid proceedings, a settlement agreement was signed between the parties. In January 2023, the settlement agreement was submitted to the Israeli court for approval that will conclude the proceedings.
According to the settlement agreement, the total amount of compensation for, among other things, the restoration of the Ashalim Stream and its surroundings, is NIS
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 Rotem Israel 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 reporting date, such investigative materials have not yet been received. Considering the proceedings are in an early stage and even suspended, there is a difficulty in estimating their outcome. |
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| B. |
In June 2022, an unexpected flow of brine was discovered above ground at the outskirts of an alluvial fan area, which, according to initial tests 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 is continuously acting to rectify any resultant environmental impact to the extent required, including, at the request of the Israeli Nature and Parks Authority, implementing a project that involves the installation of sealing sheets over an approximately 2km long section of the 15km feeder canal in the area of the fan (hereinafter - the Project) which is expected to be completed in the upcoming months. The intermediary actions that have been carried out by the Company to prevent an increased flow of salinity to the surface have been found to be effective and provide stability until the project is completed.
As part of a hearing process, the District Manager of the Ministry of Environmental Protection recommended opening an investigation by the Green Police. As of the reporting date, the Company is not aware of any such investigation.
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ICL Group Limited Consolidated Financial Statements 79
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 18 - Commitments, Concessions and Contingent Liabilities (cont'd)
| C. |
Contingent liabilities (cont'd)
|
| (1) |
Ecology (cont'd)
|
| B. |
(Cont'd)
|
|
Considering the preliminary stage of the event, it is a difficult to estimate its outcome. Nevertheless, in the Company’s estimation, no material impact on the Company’s financial statements is expected. |
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| C. |
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 light of the Company’s objection to the charges relating to water drilling within the concession area, in October 2021, 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 said 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 $
| 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, Rotem Israel, and certain of the Company's present and past office-holders 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 whose property is Zin stream; 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
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ICL Group Limited Consolidated Financial Statements 80
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 18 - Commitments, Concessions and Contingent Liabilities (cont'd)
| C. |
Contingent liabilities (cont'd)
|
| (1) |
Ecology (cont'd) |
| D. |
(Cont'd)
|
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
The Company rejects all the said allegations. Considering the preliminary stage of the proceeding and lack of precedents of such cases in Israel, 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.
| 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.
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| F. |
In March 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 of the Bokek stream and the Dead Sea (hereinafter – the Applicants), against the subsidiaries, Rotem Israel and Periclase Dead Sea Ltd. (hereinafter – the Respondents).
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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.
ICL Group Limited Consolidated Financial Statements 81
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 18 - Commitments, Concessions and Contingent Liabilities (cont'd)
| C. |
Contingent liabilities (cont'd)
|
| (1) |
Ecology (cont'd)
|
| F. |
(Cont'd)
|
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
In 2019, the Respondents filed their response, together with three expert opinions, in which they denied all the Applicant's claims. In April 2022, the Be'er Sheva District Court dismiss in limine the application due to statute of limitations and property rights. In June 2022, the plaintiffs filed an appeal to Israel’s Supreme Court against the district court’s decision. It is difficult to estimate the outcome of the appeal at this preliminary stage. 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 |
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| H. |
In December 2021, the Company, along with the State of Israel, received a letter of warning prior to pursuing legal action, by Kibbutz Mitzpe Shalem in Israel, claiming, among others, that they were allegedly responsible for the closure of Mineral Beach in January 2015, as a result of a sinkhole. The Kibbutz claims alleged damages of $
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ICL Group Limited Consolidated Financial Statements 82
Notes to the Consolidated Financial Statements as of December 31, 2022
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 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. Since the solutions' level maximum height (15.1 meters) was reached at the end of 2021, from 2022 onwards, the solutions' volume in Pond 5 is preserved by way of harvesting the salt ("the Permanent Solution" and/or "the Salt Harvesting Project" as described below).
Rising of 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 located along the western shoreline of the Pond.
Until the end of 2020, the preservation of the water level in Pond 5 at its maximum height was conducted through a joint project of the Dead Sea Preservation Government Company Ltd. and DSW (which financed
The "Permanent Solution" was established in the agreement with the Government of Israel in 2012, aiming to provide a defense at least until the end of the current concession period in 2030. The purpose of the agreement was, among others, to provide a permanent solution for raising the water level in Pond 5 and stabilizing 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, without the Company having violated its obligations, the Company will be permitted to request raising of the water level above 15.1 meters.
The Company and the State of Israel bear
In 2015 and 2016, the National Infrastructures Committee and the Israeli Government, respectively, approved National Infrastructures Plan 35A (hereinafter – the Plan), which includes the statutory basis for establishing the Salt Harvesting Project in Pond 5, and construction of the P-9 pumping station in the Northern Basin of the Dead Sea. As of the reporting date, the water level in pond 5 remains stable due to the implementation of the salt harvesting project. In addition, in 2022 the P-9 pumping station commenced operation.
ICL Group Limited Consolidated Financial Statements 83
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 18 - Commitments, Concessions and Contingent Liabilities (cont'd)
| C. |
Contingent liabilities (cont'd)
|
| (3) |
Spain |
|
|
|
ICL Iberia, a subsidiary in Spain (hereinafter – ICL Iberia) operates a potash production center in Suria which require, 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 and as part of an efficiency plan, the Company consolidated its activities into one site by means of expanding the Suria production site and discontinuing mining activities at the Sallent site.
ICL Iberia holds an urban license for the Suria site, followed by 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 allowed for higher volume processing and expanded capacity of the salt mountain at Suria.
In 2022, the Urban Master Plan was modified to allow increased piling capacity of an additional ten million tonnes of salt, enabling the piling of salt in upcoming 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 handling the salt piles and dismantling facilities, is scheduled to continue until 2094.
|
| (4) |
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 within 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 incurred alleged damages by the Respondents, and accordingly, the Court is requested to rule in favor of the group members who are shareholders of the Company, damages in the amount of about NIS
The Company rejects the claims made in the application and, accordingly, in September 2021 filed its response within the framework of the legal proceeding. Considering the preliminary stage of the proceeding it is difficult to estimate its outcome. No provision has been recorded in the Company's financial statements.
|
|
| (5) |
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 $
|
ICL Group Limited Consolidated Financial Statements 84
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 18 - Commitments, Concessions and Contingent Liabilities (cont'd)
| C. |
Contingent liabilities (cont'd)
|
| (5) |
(cont'd) |
|
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 $ |
||
| (6) |
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.
The represented class was defined in the application as all those who acquired the Company's shares at any time during the period commencing June 11, 2015, and who did not sell them until September 29, 2016 (hereinafter – the Applicants). |
The aggregate amount of the claim, for all members of the represented class, is estimated to be between $121 million (about NIS 426 million) for maximal damage, and $8 million (about NIS 26 million), for minimal damage. In 2019, the Company filed its position to the Court denying the allegations made in the application.
In January 2020, the Company filed an application, which was accepted in court, to postpone the proceedings until a verdict is received in its lawsuit against IBM (see item 5 above). The delay was accepted subject to the Company's on-going updates regarding the IBM proceeding. In February 2022, a hearing was held, following which, the court issued interim orders regarding discovery proceedings. In September 2022, the parties announced their agreement to resort to mediation and in December 2022 they agreed on the appointment of a mediator. Considering the preliminary stage of the proceeding, it is difficult to estimate its outcome. No provision has been recorded in the Company's financial statements.
ICL Group Limited Consolidated Financial Statements 85
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 18 - Commitments, Concessions and Contingent Liabilities (cont'd)
| C. |
Contingent liabilities (cont'd)
|
|
(7)
|
In July 2018, an application for certification of a class action was filed with the Central District Court against the Company and its subsidiaries, Rotem Israel and Fertilizers and Chemicals Ltd. (jointly hereinafter – the Defendants). The causes of action are the alleged exploitation of 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 representative plaintiff is a Kibbutz member who grows various plants and trees in his yard and in a nearby orchard. |
|
|
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 NIS |
||
| (8) |
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 86
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 19 – Equity
| A. |
Composition:
|
|
As of December 31, 2022
|
As of December 31, 2021
|
|||
|
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, 2021
|
|
|
Issuance of shares
|
|
|
As of December 31, 2021
|
|
|
Issuance of shares
|
|
|
As of December 31, 2022
|
|
| 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 87
Notes to the Consolidated Financial Statements as of December 31, 2022
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.
|
During the second half of 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 88
Notes to the Consolidated Financial Statements as of December 31, 2022
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 |
|
August 6, 2014
|
Officers and senior employees
|
|
|
|
3 equal tranches:
(1) one third on December 1, 2016
(2) one third on December 1, 2017
(3) one third on December 1, 2018
|
|
|
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 |
|
|
ICL Group Limited Consolidated Financial Statements 89
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 19 – Equity (cont'd)
| C. |
Share-based payments (cont'd)
|
| 1. |
Non-marketable options (cont'd)
|
| Grant date | Employees entitled | Number of instruments (thousands) | Issuance’s details | Instrument terms | Vesting conditions | Expiration date |
|
May 14, 2018
|
CEO
|
|
|
|
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
|
|
|
August 20, 2018
|
Former chairman of BOD
|
|
|
|||
|
April 15, 2019
|
Officers and senior manager
|
|
(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 |
|
|
|||
|
March 30, 2022 |
CEO |
|
||||
|
March 30, 2022 |
Chairman of BOD |
|
|
* The options were issued upon Mr. Doppelt’s entry into office on July 1, 2019.
|
ICL Group Limited Consolidated Financial Statements 90
Notes to the Consolidated Financial Statements as of December 31, 2022
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 2014 |
Granted 2016
|
Granted 2017
|
Granted 2018
|
Granted 2019
|
Granted 2021
|
Granted 2022 |
||||
|
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 91
Notes to the Consolidated Financial Statements as of December 31, 2022
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 2022, 2021, and 2020, the Company recorded expenses of $12 million, $6 million and $8 million, respectively.
The movement in the options are as follows:
|
Number of options (in millions)
|
|
|
Balance as of January 1, 2021
|
|
|
Movement in 2021:
|
|
|
Expired during the year
|
|
|
Exercised during the year
|
(
|
|
Total options outstanding as of December 31, 2021
|
|
|
Movement in 2022:
|
|
|
Granted during the year
|
|
|
Forfeited during the year
|
(
|
|
Exercised during the year
|
(
|
|
Total options outstanding as of December 31, 2022
|
|
Subsequent to the date of the report
In February 2023, the Company’s HR & Compensation Committee and the Board of Directors, approved a new biennial equity grant for the years 2023-2024 in the form of about $
ICL Group Limited Consolidated Financial Statements 92
Notes to the Consolidated Financial Statements as of December 31, 2022
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, 2022
|
December 31, 2021
|
December 31, 2020
|
|
Granted in 2016
|
|
|
|
|
Granted in 2017
|
|
|
|
|
Granted in 2018
|
|
|
|
|
Granted in 2019
|
|
|
|
|
Granted in 2021
|
|||
|
Granted in 2022 |
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, 2022
|
December 31, 2021
|
December 31, 2020
|
|
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, 2022, is NIS 25.45 and $7.23 .
The range of exercise prices for the options outstanding vested at the end of each period is as follows:
|
December 31, 2022
|
December 31, 2021
|
December 31, 2020
|
|
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, 2022
|
December 31, 2021
|
December 31, 2020
|
|
Average remaining contractual life
|
|
|
|
ICL Group Limited Consolidated Financial Statements 93
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 19 – Equity (cont'd)
| C. |
Share-based payments (cont'd)
|
| 2. |
Restricted shares
|
| Grant date | Employees entitled | Number of instruments (thousands) |
Vesting conditions (*)
|
Instrument terms | Additional Information | Fair value at the grant date (Million) |
|
June 20, 2017
|
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
|
|
|
|
|
August 2, 2017
|
Former chairman of BOD
|
|
|
|||
|
January 10, 2018
|
ICL’s Directors (excluding ICL’s CEO & Chairman of the BOD)
|
|
|
|||
|
March 6, 2018
|
Officers and senior employees
|
|
|
|||
|
May 14, 2018
|
CEO
|
|
|
|||
|
August 20, 2018
|
Former chairman of BOD
|
|
|
|||
|
April 23, 2020
|
ICL’s Directors (excluding directors who are officers or directors of Israel Corporation Ltd.)
|
|
3 equal tranches:
(1) one third on January 1, 2021
(2) one third on January 1, 2022
(3) one third on January 1,2023
|
|
|
|
(*) |
Vesting of the Restricted Shares granted to directors would fully accelerate, if the holder ceases to serve as a director of the Company, unless he/she ceased to hold office due to those certain circumstances regarding early termination of office or imposition of enforcement measures, as set forth in Sections 231-232a and 233(2) of the Israeli Companies Law. |
ICL Group Limited Consolidated Financial Statements 94
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 19 – Equity (cont'd)
| D. |
Dividends distributed to the Company’s Shareholders
|
|
The date of Board of Directors’ decision
to distribute
the dividend
|
Actual date of distribution dividend
|
Gross amount of the dividend
distributed
(in millions of $)
|
Amount of the dividend per
share
(in $)
|
|
February 11, 2020 |
|
|
|
|
May 10, 2020 |
|
|
|
|
July 27, 2020 |
|
|
|
|
November 10, 2020 |
|
|
|
|
Total 2020
|
|
|
|
|
February 10, 2021 |
|
|
|
|
May 5, 2021 |
|
|
|
|
July 27, 2021 |
|
|
|
|
November 3, 2021 |
|
|
|
|
Total 2021
|
|
|
|
|
February 8, 2022
|
|
|
|
|
May 10, 2022 |
|
|
|
|
July 26, 2022 |
|
|
|
|
November 8, 2022 |
|
|
|
|
Total 2022 |
|
|
|
| February 14, 2023* |
|
|
(*) The record date is March 1, 2023, and the payment date is March 15, 2023.
ICL Group Limited Consolidated Financial Statements 95
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 19 – Equity (cont'd)
| E. |
Cumulative translation adjustment
|
| 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
|
|
During 2008 and 2009,
|
Note 20 - Details of Income Statement Items
|
For the year ended December 31
|
|||
|
2022
|
2021
|
2020
|
|
|
$ millions
|
$ millions
|
$ millions
|
|
|
Sales
|
|
|
|
|
Cost of sales
|
|||
|
Materials consumed
|
|
|
|
|
Cost of labor
|
|
|
|
|
Energy and fuel |
|
|
|
|
Depreciation and amortization
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
ICL Group Limited Consolidated Financial Statements 96
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 20 - Details of Income Statement Items (cont'd)
|
For the year ended December 31
|
|||
|
2022
|
2021
|
2020
|
|
|
$ 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
|
|
|
|
|
|
|
|
|
For the year ended December 31
|
|||
|
2022
|
2021
|
2020
|
|
|
$ millions
|
$ millions
|
$ millions
|
|
|
Other income
|
|
|
|
|
Profit from divestment |
|
|
|
| Insurance Compensation |
|
|
|
| Capital gain |
|
|
|
|
Reversal of early retirement provision of employees |
|
|
|
| Past service cost |
|
|
|
|
Reversal of provision for legal claims |
|
|
|
|
Reversal of Impairment of fixed assets |
|
|
|
|
Other
|
|
|
|
|
Other income recorded in the income statements
|
|
|
|
|
Other expenses
|
|||
|
Provision for legal claims |
|
|
|
|
Provision for historical waste removal and site closure costs |
|
|
|
|
Transaction costs |
|
|
|
|
Impairment and disposal of assets |
|
|
|
|
Provision for early retirement and dismissal of employees |
|
|
|
|
Other
|
|
|
|
|
Other expenses recorded in the income statements
|
|
|
|
ICL Group Limited Consolidated Financial Statements 97
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 20 - Details of Income Statement Items (cont'd)
|
For the year ended December 31
|
|||
|
2022
|
2021
|
2020
|
|
|
$ 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 98
Notes to the Consolidated Financial Statements as of December 31, 2022
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 99
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 21 - Financial Instruments and Risk Management (cont'd)
B. Groups and measurement bases of financial assets and financial liabilities
|
As of December 31, 2022
|
||||
|
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 100
Notes to the Consolidated Financial Statements as of December 31, 2022
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, 2021
|
||||
|
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
|
|
|
|
|
|
Marine transport 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
|
|
|
(
|
|
|
Non-current liabilities
|
||||
|
Long term debt and debentures
|
|
|
|
(
|
|
Interest derivative instruments designated as economic hedge
|
|
|
(
|
|
|
Other non- current liabilities
|
|
|
|
(
|
|
Total financial liabilities
|
|
|
(
|
(
|
|
Total financial instruments, net
|
|
|
(
|
(
|
ICL Group Limited Consolidated Financial Statements 101
Notes to the Consolidated Financial Statements as of December 31, 2022
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 $6 million through a wholly‑owned captive reinsurance company.
Most of the Company’s customers have been trading with the Company for many years and only rarely have credit losses been incurred by the Company. The financial statements include specific allowance for doubtful debts that appropriately reflect, in Management’s opinion, the credit loss in respect of accounts receivables which are considered doubtful.
(b) Credit risks in respect of deposits
The Company deposits its balance of liquid financial assets in bank deposits and in securities. All the deposits are with a diversified group of leading banks preferably with banks that provide loans to the Company.
ICL Group Limited Consolidated Financial Statements 102
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 21 - Financial Instruments and Risk Management (cont'd)
C. Credit risk (cont'd)
(2) Maximum Exposure to credit risk
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was:
|
As of December 31
|
||
|
Carrying amount ($ millions)
|
||
|
2022
|
2021
|
|
|
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)
|
||
|
2022
|
2021
|
|
|
Asia |
|
|
|
Europe |
|
|
|
South America |
|
|
|
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
|
||||
|
2022
|
2021
|
|||
|
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 103
Notes to the Consolidated Financial Statements as of December 31, 2022
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:
|
2022
|
2021
|
|
|
$ millions
|
$ millions
|
|
Balance as of January 1
|
|
|
|
Additional allowance
|
|
(
|
|
Reversals
|
(
|
(
|
|
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, 2022
|
|||||
|
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 |
|
|
|
|
|
ICL Group Limited Consolidated Financial Statements 104
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 21 - Financial Instruments and Risk Management (cont'd)
D. Liquidity risk (cont'd)
|
As of December 31, 2021
|
|||||
|
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 |
|
|
|
|
|
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.
As part of the global reform in interest rate benchmarks, the Libor GBP settings ceased from January 1, 2022, and replaced by SONIA (GBP) Benchmark. Most US dollar LIBOR settings will continue to be calculated using panel bank submissions until mid-2023.
As of December 31, 2022, USD LIBOR continues to be used as a reference rate and in valuation of instruments with maturities that exceed the expected end date for LIBOR. the Company has USD
As of December 31, 2022, we have not finalized an agreement with the banks regarding the Libor transition effects on loans and derivatives.
ICL Group Limited Consolidated Financial Statements 105
Notes to the Consolidated Financial Statements as of December 31, 2022
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
|
||
|
2022
|
2021
|
|
|
$ 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, 2022
|
||||
|
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 106
Notes to the Consolidated Financial Statements as of December 31, 2022
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, 2022
|
||||
|
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, 2021
|
||||
|
Carrying amount
(fair value) |
Stated
amount
|
Maturity date
|
Interest rate
range
|
|
|
$ millions
|
$ millions
|
Years
|
%
|
|
|
US Dollar
|
||||
|
SWAP contracts from variable interest to fixed interest
|
(
|
|
|
|
|
Israeli Shekel
|
||||
|
SWAP contracts from fixed ILS interest to fixed USD interest
|
|
|
|
|
ICL Group Limited Consolidated Financial Statements 107
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 21 - Financial Instruments and Risk Management (cont'd)
E. Market risk (cont'd)
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.
(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)
|
||
|
2022
|
2021
|
|
|
$ millions
|
$ millions
|
|
|
Non-derivative financial instruments
|
||
|
US Dollar/Euro
|
(
|
(
|
|
US Dollar/Israeli Shekel
|
|
|
|
US Dollar/British Pound
|
(
|
(
|
|
US Dollar/Japanese Yen
|
(
|
|
|
US Dollar/Chinese Yuan
|
|
|
A 10% decrease of the US dollar against the above currencies as of December 31, 2022, would have the same effect but in the opposite direction.
ICL Group Limited Consolidated Financial Statements 108
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 21 - Financial Instruments and Risk Management (cont'd)
E. Market risk (cont'd)
2. Currency risk (cont'd)
(a) Sensitivity analysis (cont'd)
Presented hereunder is a sensitivity analysis of the Company’s foreign currency derivative instruments as of December 31, 2022. 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, 2022
|
||||
|
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 |
( |
( |
|
|
|
Options
|
(
|
(
|
|
|
|
SWAP
|
(
|
(
|
|
|
|
US Dollar/British Pound |
||||
|
Forward transactions |
( |
|
|
|
|
Options |
( |
|
|
|
|
Euro/ US Dollar |
||||
|
Forward transactions
|
|
|
(
|
(
|
|
Options
|
|
|
(
|
(
|
|
Other |
||||
|
Forward transactions
|
|
|
(
|
(
|
ICL Group Limited Consolidated Financial Statements 109
Notes to the Consolidated Financial Statements as of December 31, 2022
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, 2022
|
|||
|
Carrying amount
|
Stated amount
|
Average
|
|
|
$ millions
|
exchange rate |
||
|
Forward contracts
|
|||
|
US Dollar/Israeli Shekel
|
(
|
|
|
|
Euro/US Dollar
|
(
|
|
|
|
US Dollar/Brazilian Real |
|
|
|
| Euro/British Pound |
|
( |
|
|
US Dollar/British Pound
|
|
|
|
|
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
|
|
|
|
|
US Dollar/British Pound
|
|
|
|
|
Call options
|
|||
|
US Dollar/Israeli Shekel
|
|
|
|
|
Euro/US Dollar
|
(
|
|
|
|
US Dollar/Japanese Yen
|
|
|
|
|
US Dollar/British Pound
|
|
|
|
ICL Group Limited Consolidated Financial Statements 110
Notes to the Consolidated Financial Statements as of December 31, 2022
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, 2021
|
|||
|
Carrying amount
|
Stated amount
|
Average
|
|
|
$ millions
|
exchange rate |
||
|
Forward contracts
|
|||
|
US Dollar/Israeli Shekel
|
|
|
|
|
Euro/US Dollar
|
|
|
|
|
US Dollar/Brazilian Real |
( |
|
|
|
US Dollar/British Pound
|
|
|
|
|
US Dollar/Chinese Yuan Renminbi
|
|
|
|
|
Other
|
|
|
|
|
Currency and interest SWAPs
|
|||
|
US Dollar/Israeli Shekel
|
|
|
|
|
Put options
|
|||
|
US Dollar/Israeli Shekel
|
|
|
|
|
Euro/US Dollar
|
|
|
|
|
US Dollar/Japanese Yen
|
|
|
|
|
US Dollar/British Pound
|
|
|
|
|
Call options
|
|||
|
US Dollar/Israeli Shekel
|
(
|
|
|
|
Euro/US Dollar
|
|
|
|
|
US Dollar/Japanese Yen
|
|
|
|
|
US Dollar/British Pound
|
|
|
|
ICL Group Limited Consolidated Financial Statements 111
Notes to the Consolidated Financial Statements as of December 31, 2022
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, 2022
|
||||||||
|
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 112
Notes to the Consolidated Financial Statements as of December 31, 2022
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, 2021
|
||||||||
|
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
|
|
|
|
|
|
|
|
|
|
Cylinder
|
|
|
|
|
|
|
|
|
|
SWAPS – US dollar into Israeli Shekel
|
|
|
|
|
|
|
|
|
|
Total derivative instruments
|
|
|
|
|
|
|
|
|
|
Net exposure
|
(
|
(
|
|
|
|
|
|
(
|
ICL Group Limited Consolidated Financial Statements 113
Notes to the Consolidated Financial Statements as of December 31, 2022
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 against the dollar in respect of principal and interest in certain debentures, loans, labor costs 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, 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 114
Notes to the Consolidated Financial Statements as of December 31, 2022
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, 2022
|
As of December 31, 2021
|
|||
|
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 Shekel, Euro, Brazilian Real and Yuan loans issued 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, 2022 for the Israeli Shekel, Euro, Brazilian Real and Yuan 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 calculation of the present value of the cash flows in respect of the principal and the interest and is discounted at the Libor rate customary in the market 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, 2022, was
|
ICL Group Limited Consolidated Financial Statements 115
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 21 - Financial Instruments and Risk Management (cont'd)
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, 2022
|
As of December 31, 2021
|
|
$ millions
|
$ millions
|
|
Derivatives designated as economic hedge, net
|
(
|
|
|
Derivatives designated as cash flow hedge, net
|
|
|
|
(
|
|
ICL Group Limited Consolidated Financial Statements 116
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 22 - Earnings per Share
Basic earnings per share
Calculation of the basic earnings per share for the year ended December 31, 2022, 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
|
|||
|
2022
|
2021
|
2020
|
|
|
$ 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
|
|||
|
2022
|
2021
|
2020
|
|
|
Shares thousands
|
Shares thousands
|
Shares thousands
|
|
|
Balance as of January 1
|
|
|
|
|
Shares issued during the year
|
|
|
|
|
Shares vested
|
|
|
|
|
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, 2022, 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
|
|||
|
2022
|
2021
|
2020
|
|
|
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 and restricted shares
|
|
|
|
|
Weighted average number of ordinary shares used in the computation of the diluted earnings per share
|
|
|
|
* As of December 31, 2022, the outstanding options in the amount of 7 million, representing 2.6 million shares, were included in the diluted weighted average number of ordinary shares calculation. As of December 31, 2021, all 12 million outstanding options were included. As of December 31, 2020, 27 million options, were not included since they did not have a diluting effect.
ICL Group Limited Consolidated Financial Statements 117
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 22 - Earnings per Share (cont'd)
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.
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
|
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). Millenium holds approximately 44.44 % of the share capital in Israel Corp., which holds as of December 31, 2022 approximately 43.98 % of the voting rights and approximately 43.16 % of the issued share capital, of the Company.
To the best of Israel Corp.’s knowledge, Millenium is held by Mashat (Investments) Ltd. (“Mashat”) and by XT Investments Ltd. (“XT Investments”), with 84.73 % and 15.27 % holding rates in the issued share capital, respectively. Mashat is wholly owned by Ansonia Holdings Singapore B.V. (“Ansonia”). Ansonia is a wholly owned subsidiary of Jelany Corporation N.V., which is wholly owned by Court Investments Ltd. (“Court”). Court is wholly owned by a discretionary trust, in which Mr. Idan Ofer is the beneficiary. XT Investments is wholly owned by XT Holdings Ltd. (“XT Holdings”). To the best of Israel Corp.’s knowledge, ordinary shares of XT Holdings are held in equal shares by Orona Investments Ltd. (which is indirectly controlled by Mr. Ehud Angel) and by Lynav Holdings Ltd. ("Lynav"), which is controlled by a discretionary trust in which Mr. Idan Ofer is the beneficiary. Mr. Ehud Angel holds, among other things, a special share that grants him, inter alia, under certain limitations and for certain issues, an additional vote on the Board of Directors of XT Holdings. Lynav also holds directly 1.25 % of the issued share capital of Israel Corp. In addition, Kirby Enterprises Inc., which is to the best of Israel Corp.’s knowledge, indirectly held by the same trust that holds Mashat, in which, as stated, Mr. Idan Ofer is the beneficiary, holds approximately 0.74 % of the issued share capital of Israel Corp. Furthermore, Mr. Idan Ofer holds directly approximately 3.85 % of the issued share capital of Israel Corp.
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.
ICL Group Limited Consolidated Financial Statements 118
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 23 - Related and Interested Parties (cont'd)
| A. |
Parent company and subsidiaries (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 2022, consists of 27 individuals, of whom 11 are not employed by the company (directors). The Company's key management personnel in 2021, consisted of 22 individuals, of whom 11 were not employed by the Company (directors).
Set forth below are details of the benefits for key management personnel in 2022 and 2021.
|
For the year ended December 31
|
||
|
2022
|
2021
|
|
|
$ 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 119
Notes to the Consolidated Financial Statements as of December 31, 2022
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 120
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 23 - Related and Interested Parties (cont'd)
D. Transactions with related and interested parties
|
For the year ended December 31
|
|||
|
2022
|
2021
|
2020
|
|
|
$ 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 1, 2022, the Company and its parent company, Israel Corp., were parties to a management services agreement, which was approved by the Company’s Audit and Accounting Committee, Board of Directors and shareholders on November 9, 2020, November 11, 2020, and January 5, 2021, respectively. Under the management services agreement, 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) |
On January 30, 2020, the Company’s shareholders approved a -year framework transaction which enables the Company to purchase, from time to time, directors’ and officers’ liability insurance policies for a two-tier coverage of directors’ and officers’ liability, including a joint tier with Israel Corp., beginning February 1, 2020 (the "Framework Transaction"). The insurance policies under the Framework Transaction include a joint primary tier with Israel Corp. with a joint liability cap of up to $
|
ICL Group Limited Consolidated Financial Statements 121
Notes to the Consolidated Financial Statements as of December 31, 2022
Note 23 - Related and Interested Parties (cont'd)
D. Transactions with related and interested parties (cont'd)
The Company’s directors and officers are beneficiaries of both tiers. Pursuant to the Framework Transaction, the cost of the annual premium shall not exceed a cap of $10 million for both tiers. The division of the premium amount between the Company and Israel Corp. in the joint tier is 80 % to be paid by the Company and 20 % by Israel Corp, and the Company’s HR & Compensation Committee and the Board of Directors have the authority to change, from time to time, the premium allocation in respect of the joint tier between the companies, according to the recommendation of the insurers and/or brokers, and provided that such changes will not exceed 25 % over the entire transaction period. Deviation from these limits shall require shareholder approval. In accordance with the terms of the Framework Transaction and the Company's Compensation Policy, the Company's directors’ and officers’ liability insurance policy for 2022, was approved by the Company's authorized organs, effective as of March 2022. For 2022, the directors’ and officers’ liability insurance policy include a liability limit of $150 million for both tiers (comprised of a limit of $40 million, with an additional Side A coverage (directors and officers only) limit of $110 million).
The Company is acting to renew its directors' and officers' liability insurance policy for 2023, effective as of March 2023, and will approve the renewed directors' and officers' liability insurance policy in accordance with the Israeli Companies Regulations (Relief in Transactions with Interested Parties), 5760-2000.
| (3) |
In December 2017, the Company, Oil Refineries Ltd. (a public company controlled by Israel Corp.) 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
|
| (4) |
In October 2020, the Company and Oil Refineries Ltd. 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. For further information see Note 18.
|
E. Balances with related and interested parties
Composition:
|
As of December 31
|
||
|
2022
|
2021
|
|
|
$ millions
|
$ millions
|
|
|
Other current assets
|
|
|
|
Other current liabilities
|
|
|
ICL Group Limited Consolidated Financial Statements 122
Notes to the Consolidated Financial Statements as of December 31, 2022
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
|
2022
|
2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ICL Group Limited Consolidated Financial Statements 123
TABLE OF CONTENTS
Item 1 Identity Of Directors, Senior Management and AdvisorsItem 2 Offer Statistics and Expected TimetableItem 3 Key InformationItem 4 Information on The CompanyItem 4A Unresolved Staff CommentsItem 5 Financial Results and Business OverviewItem 6 Directors, Senior Management and EmployeesItem 7 Major Shareholders and Related (and Interested) Party TransactionsItem 8 Financial InformationItem 9 The Offer and ListingItem 10 Additional InformationItem 11 Quantitative and Qualitative Disclosures About Market RiskItem 12 Description Of Securities Other Than Equity SecuritiesItem 13 Defaults, Dividend Arrangements and DelinquenciesItem 14 Material Modifications To The Rights Of Security Holders and Use Of ProceedsItem 15 Controls and ProceduresItem 16A Audit and Accounting Committee Financial ExpertItem 16B Code Of EthicsItem 16C Principal Accountant Fees and ServicesItem 16D Exemptions From The Listing Standards For Audit CommitteesItem 16E Purchase Of Equity Securities By The Issuer and Affiliated PurchasersItem 16F Change in Registrant S Certifying AccountantItem 16G Corporate GovernanceItem 16H Mine Safety DisclosureItem 16I Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsItem 17 Financial StatementsItem 18 Financial StatementsItem 19 ExhibitsNote 1 GeneralNote 2 - Basis Of Preparation Of The Financial StatementsNote 2 - Basis Of Preparation Of The Financial Statements (cont'd)Note 3 - Significant Accounting PoliciesNote 3 - Significant Accounting Policies (cont'd)Note 4 - Determination Of Fair ValuesNote 5 - Operating SegmentsNote 5 - Operating Segments (cont'd)Note 6 InventoriesNote 6 inNote 7 - Prepaid Expenses and Other ReceivablesNote 8 - Investments in SubsidiariesNote 8 - Investments in Subsidiaries (cont'd)Note 9 - Other Non-current AssetsNote 10 - Property, Plant and EquipmentNote 10 - Property, Plant and Equipment (cont'd)Note 11 - Intangible AssetsNote 11 - Intangible Assets (cont'd)Note 12 - Impairment TestingNote 12 - Impairment Testing (cont'd)Note 13 - Credit From Banks and OthersNote 13 - Credit From Banks and Others (cont'd)Note 14 Other PayablesNote 15 - Taxes on IncomeNote 15 - Taxes on Income (cont'd)Note 16 - Employee BenefitsNote 16 - Employee Benefits (cont'd)Note 17 ProvisionsNote 18 - Commitments, Concessions and Contingent LiabilitiesNote 18 - Commitments, Concessions and Contingent Liabilities (cont'd)Note 18 - Commitments, Concessions and Contingent Liabilities (cont'd) B. Concessions (cont'd) (2) Rotem Israel (cont'd)Note 19 EquityNote 19 Equity (cont'd)Note 20 - Details Of Income Statement ItemsNote 20 - Details Of Income Statement ItemNote 20 - Details Of Income Statement Items (cont'd)Note 21 - Financial Instruments and Risk ManagementNote 21 - Financial Instruments and Risk Management (cont'd)Note 21- Financial Instruments and Risk Management (cont'd)Note 22 - Earnings Per ShareNote 22 - Earnings Per Share (cont'd)Note 23 - Related and Interested PartiesNote 23 - Related and Interested Parties (cont'd)Note 23 - Related and Interested Parties (cont'd) C. Ordinary Transactions That Are Not Exceptional (cont'd)Note 24 Group Main Entities