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Equity (Tables) | 12 Months Ended
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Dec. 31, 2018
Notes to Consolidated Financial Statements [Abstract] |
Composition of equity | A. Composition:
| As at December 31, 2018 | As at December 31, 2017
| Authorized | Issued and paid | Authorized | Issued and paid
Number of Ordinary shares of Israeli Shekel 1 par value (in millions) | 1,485 | * 1,305 | 1,485 | * 1,303
Number of Special State share of Israeli Shekel 1 par value | 1 | 1 | 1 | 1
(*) For information regarding the amount of treasury shares, see Note 21.G.(1).
Reconciliation of the number of shares outstanding | The reconciliation of the number of shares outstanding at the beginning and at the end of the year is as follows:
| Number of Outstanding Shares (in millions)
As at January 1, 2017 | 1,301
Issuance of shares | 2
As at December 31, 2017 | 1,303
Issuance of shares | 2
As at December 31, 2018 | 1,305
As at December 31, 2018, the number of shares reserved for issuance under the Company’s option plans was 18 million.
Share-based payments to employees, non-marketable options | 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 | 3,993 | An issuance of non-marketable and non-transferrable options, for no consideration, under the 2014 Equity Compensation Plan, to 450 ICL officers and senior employees in Israel and overseas. | Upon exercise, each option may be converted into one ordinary share of NIS 1 par value of the Company. In case of on the exercise date the closing price of an ordinary share is higher than twice the exercise price (the “Share Value Cap”), the number of the exercised shares will be reduced so that the product of the exercised shares actually issued to an offeree multiplied by the share closing price will equal to the product of the number of exercised options multiplied by the Share Value Cap. | 3 equal tranches: (1) One third on December 1, 2016 (2) One third on December 1, 2017 (3) One third on December 1, 2018 | Two years from the vesting date.
December 11, 2014 | Former CEO | 367 | An issuance of non-marketable and non-transferrable options, for no consideration, under the 2014 Equity Compensation Plan.
May 12, 2015 | Officers and senior employees | 6,729 | An issuance of non-marketable and non-transferrable options, for no consideration, under the 2014 Equity Compensation Plan, to 550 ICL officers and senior employees in Israel and overseas. | Upon exercise, each option may be converted into one ordinary share of NIS 1 par value of the Company. | 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 | The first and second tranches is at the end of 36 months after the grant date for the third tranche is at the end of 48 months after the grant date.
June 29, 2015 | Former CEO | 530 | An issuance of non-marketable and non-transferrable options, for no consideration, under the 2014 Equity Compensation Plan.
Former Chairman of BOD | 404
June 30, 2016 | Officers and senior employees | 3,035 | An issuance of non-marketable and non-transferrable options, for no consideration, under the 2014 Equity Compensation Plan, to 90 ICL officers and senior employees in Israel and overseas. | June 30, 2023
September 5, 2016 | Former CEO | 625 | An issuance of non-marketable and non-transferrable options, for no consideration, under the 2014 Equity Compensation Plan.
Chairman of BOD | 186
February 14, 2017 | Former CEO | 114 | An issuance of non-marketable and non-transferrable options, for no consideration, under the 2014 Equity Compensation Plan. | February 14, 2024
June 20, 2017 | Officers and senior employees | 6,868 | An issuance of non-marketable and non-transferrable options, for no consideration, under the 2014 Equity Compensation Plan to 498 ICL officers and senior employees in Israel and overseas. | June 20, 2024
August 2, 2017 | Chairman of BOD | 165 | An issuance of non-marketable and non-transferrable options, for no consideration, under the 2014 Equity Compensation Plan.
Note 21 – Equity (cont'd) C. Share-based payments to employees (cont'd) Non-marketable options (cont'd)
Grant date | Employees entitled | Number of instruments (thousands) | Issuance's details | Instrument terms | Vesting conditions | Expiration date
March 6, 2018 | Officers and senior employees | 5,554 | An issuance of non-marketable and non-transferrable options, for no consideration, under the 2014 Equity Compensation Plan (as amended) to 508 ICL officers and senior employees in Israel and overseas, ICL CEO and Chairman of the BOD. | Upon exercise, each option may be converted into one ordinary share of NIS 1 par value of the Company. | 3 equal tranches: (1) one third at the end of 12 months after the grant date (2) one third at the end of 24 months after the grant date (3) one third at the end of 36 months after the grant date | March 6, 2025
May 14, 2018 | CEO | 385 | May 14, 2025
August 20, 2018 | Chairman of BOD | 403 | August 20, 2025
Share-based payments to employees, non-marketable options, grants parameters | The fair value of the options granted in 2014, as part of 2014 equity compensation plan, was estimated using the binomial model for pricing options. The grants in 2015, 2016, 2017 and 2018 under the 2014 Equity Compensation Plan were estimated using the Black & Scholes model for pricing options. The parameters used in applying the models are as follows:
| 2014 Plan
| Granted 2014 | Granted 2015 | Granted 2016 | Granted 2017 | Granted 2018
Share price (in $) | 8.2 | 7.0 | 3.9 | 4.5 | 4.4
CPI-linked exercise price (in $) | 8.4 | 7.2 | 4.3 | 4.3 | 4.3
Expected volatility: |  |  |  |  |
First tranche | 29.40% | 25.40% | 30.51% | 31.88% | 28.86%
Second tranche | 31.20% | 25.40% | 30.51% | 31.88% | 28.86%
Third tranche | 40.80% | 28.80% | 30.51% | 31.88% | 28.86%
Expected life of options (in years): |  |  |  |  |
First tranche | 4.3 | 3.0 | 7.0 | 7.0 | 7.0
Second tranche | 5.3 | 3.0 | 7.0 | 7.0 | 7.0
Third tranche | 6.3 | 4.0 | 7.0 | 7.0 | 7.0
Risk-free interest rate: |  |  |  |  |
First tranche | (0.17%) | (1.00%) | 0.01% | 0.37% | 0.03%
Second tranche | 0.05% | (1.00%) | 0.01% | 0.37% | 0.03%
Third tranche | 0.24% | (0.88%) | 0.01% | 0.37% | 0.03%
Fair value (in $ millions) | 8.4 | 9.0 | 4.0 | 11.3 | 8.8
Weighted average grant date fair value per option (in $) | 1.9 | 1.2 | 1.1 | 1.6 | 1.4
Share-based payments to employees, non-marketable options, movement in the options | The movement in the options during 2018 and 2017 are as follows:
| Number of options (in millions)
| 2014 Plan
Balance as at January 1, 2017 | 14
Movement in 2017: |
Granted during the year | 7
Forfeited during the year | (1)
Total options outstanding as at December 31, 2017 | 20
Movement in 2018: |
Granted during the year | 6
Expired during the year | (6)
Forfeited during the year | (1)
Exercised during the year | (1)
Total options outstanding as at December 31, 2018 | 18
Share-based payments to employees, non-marketable options, exercise price | The exercise prices for options outstanding at the beginning and end of each period are as follows:
| December 31, 2018 | December 31, 2017 | December 31, 2016
Granted 2014 US Dollar | 6.77 | 7.43 | 6.81
Granted 2015 US Dollar | 6.92 | 7.59 | 6.95
Granted 2016 US Dollar | 4.21 | 4.68 | 4.35
Granted 2017 US Dollar | 3.89 | 4.35 | -
Granted 2018 US Dollar | 3.89 | - | -
Share-based payments to employees, non-marketable options, number of options vested | The number of outstanding vested options at the end of each period and the weighted average exercise price for these options are as follows (*):
| December 31, 2018 | December 31, 2017 | December 31, 2016
Number of options exercisable (In Millions) | 11 | 12 | 10
Weighted average exercise price in Israeli Shekel | 18.53 | 22.56 | 30.49
Weighted average exercise price in US Dollar | 4.94 | 6.51 | 7.93
(*) The share price as of December 31, 2018 is NIS 21.20 and $5.66.
Share-based payments to employees, non-marketable options, range of exercise prices | The range of exercise prices for the options outstanding vested at the end of each period are as follows:
| December 31, 2018 | December 31, 2017 | December 31, 2016
Range of exercise price in Israeli Shekel | 14.26-25.93 | 15.01-26.3 | 16.59-40.78
Range of exercise price in US Dollar | 3.81-6.92 | 4.33-7.59 | 4.31-10.61
Share-based payments to employees, non-marketable options, average remaining contractual life | The average remaining contractual life for the outstanding vested options at the end of each period are as follows:
| December 31, 2018 | December 31, 2017 | December 31, 2016
Average remaining contractual life | 3.90 | 2.60 | 2.40
Share-based payments to employees, restricted shares | Restricted shares
Grant date | Employees entitled | Number of instruments (thousands) | Vesting conditions (*) | Instrument terms | Additional Information | Fair value at the grant date (Million)
August 6, 2014 | Officers and senior employees | 922 | 3 equal tranches: (1) One third on December 1, 2016 (2) One third on December 1, 2017 (3) One third on December 1, 2018 | An issuance for no consideration, under the 2014 Equity Compensation Plan, to 450 ICL officers and senior employees in Israel and overseas. | The value of the restricted shares was determined according to the closing price on the TASE on the most recent trading day preceding the grant date (the date approval of the BOD and/or the date of the approval of the General Meeting where required). | 8.4
December 11, 2014 | Former CEO | 86 | An issuance for no consideration, under the 2014 Equity Compensation Plan.
February 26, 2015 | ICL’s Directors (excluding ICL's CEO) | 99 | 3 tranches: (1) 50% will vest August 28, 2015 (2) 25% will vest February 26, 2017 (3) 25% will vest February 26, 2018 | An issuance for no consideration, under the 2014 Equity Compensation Plan, to 11 ICL Directors. | 0.7
May 12, 2015 | Officers and senior employees | 1,194 | 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 | An issuance for no consideration, under the 2014 Equity Compensation Plan, to 550 ICL officers and senior employees in Israel and overseas. | 9.7
June 29, 2015 | Former CEO | 90 | An issuance for no consideration, under the 2014 Equity Compensation Plan.
Former Chairman of the BOD | 68
December 23, 2015 | ICL’s Directors (excluding ICL's CEO & Chairman of the BOD) | 121 | 3 equal tranches: (1) One third on December 23, 2016 (2) One third on December 23, 2017 (3) One third on December 23, 2018 | An issuance for no consideration, under the 2014 Equity Compensation Plan, to 8 ICL Directors. | 0.5
(*) The vesting date is subject to the employee entitled continuing to be employed by the Company and the directors continuing to serve in their positions on the vesting date, unless they ceased to hold office due to certain circumstances set forth in sections 231-232a and 233(2) of the Israeli Companies Law. Note 21 – Equity (cont'd) C. Share-based payments to employees (cont'd) Restricted shares (cont’d)
Grant date | Employees entitled | Number of instruments (thousands) | Vesting conditions (*) | Instrument terms | Additional Information | Fair value at the grant date (Million)
June 30, 2016 | Officers and senior employees | 990 | 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 | An issuance for no consideration, under the 2014 Equity Compensation Plan, to 90 ICL officers and senior employees in Israel and overseas. | The value of the restricted shares was determined according to the closing price on the TASE on the most recent trading day preceding the grant date (the date approval of the BOD and/or the date of the approval of the General Meeting where required). | 4.8
September 5, 2016 | Chairman of the BOD | 55 | An issuance for no consideration, under the 2014 Equity Compensation Plan.
Former CEO | 185
January 3, 2017 | ICL’s Directors (excluding ICL's Chairman of the BOD) | 146 | An issuance for no consideration, under the 2014 Equity Compensation Plan, to 8 ICL Directors. The value includes a reduction of 5% from the value of the equity compensation, pursuant to the decision of the directors in March 2016, to reduce their annual compensation for 2016 and 2017. | 0.6
February 14, 2017 | Former CEO | 38 | An issuance for no consideration, under the 2014 Equity Compensation Plan. | 0.2
June 20, 2017 | Officers and Senior employees | 2,211 | An issuance for no consideration, under the 2014 Equity Compensation Plan, to 494 ICL officers and senior employees in Israel and overseas. | 10
August 2, 2017 | Chairman of BOD | 53 | An issuance for no consideration, under the 2014 Equity Compensation Plan. | 0.3
January 10, 2018 | ICL’s Directors (excluding ICL's CEO & Chairman of the BOD) | 137 | An issuance for no consideration, under the 2014 Equity Compensation Plan, to 7 ICL Directors. | 0.6
(*) The vesting date is subject to the employee entitled continuing to be employed by the Company and the directors continuing to serve in their positions on the vesting date, unless they ceased to hold office due to certain circumstances set forth in sections 231-232a and 233(2) of the Israeli Companies Law. Note 21 – Equity (cont'd) C. Share-based payments to employees (cont'd) Restricted shares (cont’d)
Grant date | Employees entitled | Number of instruments (thousands) | Vesting conditions (*) | Instrument terms | Additional Information | Fair value at the grant date (Million)
March 6, 2018 | Officers and senior employees | 1,726 | 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 | An issuance for no consideration, under the 2014 Equity Compensation Plan (as amended). | The value of the restricted shares was determined according to the closing price on the TASE on the most recent trading day preceding the grant date (the date approval of the BOD and/or the date of the approval of the General Meeting where required). | 8
May 14, 2018 | CEO | 121 | 0.6
August 20, 2018 | Chairman of BOD | 47 | 0.2
ICL’s Directors (excluding ICL's CEO & Chairman of the BOD) | 88 | Acceleration at January 2019. | 0.4
(*) The vesting date is subject to the employee entitled continuing to be employed by the Company and the directors continuing to serve in their positions on the vesting date, unless they ceased to hold office due to certain circumstances set forth in sections 231-232a and 233(2) of the Israeli Companies Law.
Dividends distributed to the Company's Shareholders | D. Dividends distributed to the Company's Shareholders
Board of Directors decision date to distribute the dividend | Actual date of distribution of the dividend | Gross amount of the dividend distributed (in millions of $) | Net amount of the distribution (net of the subsidiary’s share) (in millions of $) | Amount of the dividend per share (in $)
March 15, 2016 | April 18, 2016 | 67 | 67 | 0.05
May 17, 2016 | June 22, 2016 | 35 | 35 | 0.03
August 9, 2016 | September 27, 2016 | 60 | 60 | 0.05
November 22, 2016 | January 4, 2017 | 60 | 60 | 0.05
February 14, 2017 | April 4, 2017 | 57 | 57 | 0.04
May 9, 2017 | June 20, 2017 | 34 | 32 | 0.03
August 2, 2017 | September 13, 2017 | 32 | 32 | 0.02
November 7, 2017 | December 20, 2017 | 57 | 56 | 0.04
February 13, 2018 | March 14, 2018 | 70 | 69 | 0.05
May 10, 2018 | June 20, 2018 | 52 | 51 | 0.04
July 31, 2018 | September 4, 2018 | 56 | 56 | 0.04
October 31, 2018 | December 19, 2018 | 66 | 65 | 0.05
February 5, 2019 (after the reporting date)* | March 13, 2019 | 62 | 61 | 0.05
(*) The record date is February 28, 2019 and the payment date is March 13, 2019.

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