6-K 1 zk2025124.htm 6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2020
Commission File Number: 001-13742
ICL GROUP LTD.
(Exact name of registrant as specified in its charter)
ICL Group Ltd.
Millennium Tower
23 Aranha Street
P.O. Box 20245
Tel Aviv, 61202 Israel
(972-3) 684-4400
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes ☐ No ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes ☐ No ☒

ICL GROUP LTD.

| 1. | Q3 2020 Investor Presentation

Important Legal Notes Disclaimer and Safe Harbor for Forward-Looking StatementsThe information contained herein in this presentation or delivered or to be delivered to you during our presentation does not constitute an offer, expressed or implied, or a recommendation to do any transaction in ICL Group Ltd. (“ICL Group” or “Company”) securities or in any securities of its affiliates or subsidiaries.This presentation and/or other oral or written statements made by ICL Group during its presentation or from time to time, may contain forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 and other applicable securities laws. Whenever words such as "believe," "expect," "anticipate," "intend," "plan," "estimate", “predict” or similar expressions are used, the Company is making forward-looking statements. Such forward-looking statements may include, but are not limited to, those that discuss strategies, goals, financial outlooks, corporate initiatives, existing or new products, existing or new markets, operating efficiencies, or other non-historical matters.Because such statements deal with future events and are based on ICL Group’s current expectations, they could be impacted or be subject to various risks and uncertainties, including those discussed in the "Risk Factors" section and elsewhere in our Annual Report on Form 20-F for the year ended December 31, 2019, and in subsequent filings with the Tel Aviv Securities Exchange (TASE) and/or the U.S. Securities and Exchange Commission (SEC). Therefore actual results, performance or achievements of the Company could differ materially from those described in or implied by such forward-looking statements.Although the Company believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can provide no assurance that expectations will be achieved. Except as otherwise required by law, ICL Group disclaims any intention or obligation to update or revise any forward-looking statements, which speak only as of the date hereof, whether as a result of new information, future events or circumstances or otherwise. Readers, listeners and viewers are cautioned to consider these risks and uncertainties and to not place undue reliance on such information.Certain market and/or industry data used in this presentation were obtained from internal estimates and studies, where appropriate, as well as from market research and publicly available information. Such information may include data obtained from sources believed to be reliable, however ICL Group disclaims the accuracy and completeness of such information which is not guaranteed. Internal estimates and studies, which we believe to be reliable, have not been independently verified. We cannot assure that such data is accurate or complete.Included in this presentation are certain non-GAAP financial measures, such as adjusted operating income, adjusted EBITDA, adjusted net income, adjusted EPS, segment EBITDA, segment EBITDA margin and free cash flow, designed to complement the financial information presented in accordance with IFRS because management believes such measures are useful to investors. Please note that other companies may calculate similarly titled non‑GAAP financial measures differently than ICL Group and that our definitions of these measures may differ from those used by other companies or such companies may use other measures to evaluate their performance, which may reduce the usefulness of our non-GAAP financial measures as tools for comparison. These non-GAAP financial measures should be considered only as supplemental to, and not superior to, financial measures provided in accordance with IFRS. Please refer to our Q3 2020 press release for the quarter ended September 30, 2020 and the appendix to this presentation for a reconciliation of the non-GAAP financial measures included in this presentation to the most directly comparable financial measures prepared in accordance with IFRS. 2

Q3 2020: Resilient Performance Amid COVID-19 and Low Commodity Prices Continuous strong cash generation despite COVID-19 and commodity challenges: operating cash flow and free cash flow of $203 million and $60 million, respectivelyAll operating divisions delivered positive profitabilityRecord potash production at the Dead Sea during first nine months of yearRecord operating income for phosphate specialties and YPH JVStrategic cost reduction initiatives progressing according to planAcquisition of Fertilaqua supports execution of growth strategyQuarterly dividend of $29 million, demonstrates commitment to shareholder returns and balanced capital allocation 3

Key Financial Parameters Adjusted EBITDA(1) Adjusted Net Income(1) Operating Cash Flow 4% 5% 13% 19% 6% 15% Q3 2019 130 Q4 2019 48 Q1 2020 60 Q2 2020 72 Q3 2019 368 Q1 2020 Q4 2019 212 166 Q2 2020 177 % of sales 1.Adjusted EBITDA and adjusted net income are non-GAAP financial measures. See appendix to this presentation for reconciliation tables.All figures shown in US $ millions 28% 4 203 Q3 2020 58 Q3 2020 17% Sales 1,325 Q3 2019 1,106 Q4 2019 1,319 Q1 2020 1,203 Q2 2020 1,204 Q3 2020 5% 4% 18% 19% 20% 307 Q3 2019 201 Q4 2019 250 Q1 2020 246 Q2 2020 226 Q3 2020 19% 23% 10%

Industrial Products Segment SEGMENT EBITDA (1) 105 Global economic slowdown related to COVID-19 impacted demand for clear brine fluids and bromine-based flame retardants $ millions (1) Segment EBITDA is a non-GAAP financial measure and is calculated as segment profit net of depreciation and amortization. See reconciliation tables in the appendix to this presentation. Bromine prices in China increased towards end of quarter Increased sales and market share of phosphorus-based flame retardants 5 6 105 3 2 45 Quantities Q3 2019 Prices Operating and other expenses Q3 2020 69 2 Exchange rates Energy & raw materials Demand for flame retardants recovering, mainly in construction and electronics industries

Potash Segment 66 120 17 2 1 Quantities Q3 2019 Prices Exchange rates Operating& other expenses Q3 2020 On track to achieve record annual potash production at the Dead Sea Average realized price dropped by $64 per tonne, 23% lower than Q3 2019 Sales mix expected to improve in Q4 2020, leading to higher average realized price $ millions SEGMENT EBITDA (1) 70 6 Vilafruns site closure on track Energy & transportation 2 (1) Segment EBITDA is a non-GAAP financial measure and is calculated as segment profit net of depreciation and amortization. See reconciliation tables in the appendix to this presentation.

16 76 16 3 30 Prices Q3 2019 Operating expenses Exchangerates Raw materials Q3 2020 83 $ millions SEGMENT EBITDA (1) Phosphate SolutionsSegment 2 Quantities Improved performance of commodity phosphates due to better sales mix and cost reduction initiatives 7 Record operating income from phosphate specialties Seasonality expected to negatively impact Q4 2020 Record operating income for YPH JV in China (1) Segment EBITDA is a non-GAAP financial measure and is calculated as segment profit net of depreciation and amortization. See reconciliation tables in the appendix to this presentation.

3 4 6 4 Q3 2019 Raw materials Quantities Q3 2020 13 Cost reductions, including lower cost of raw materials, led to significant increase in EBITDA Sales increased by 8%, due to higher sales volumes in most product lines, despite seasonal weakness Generated operating cash flow of $38mn, a 60% improvement over Q3 2019 $ millions SEGMENT EBITDA (1) IAS Segment Operating& other expenses Sales continued to increase in fast-growing emerging markets 8 Prices 4 (1) Segment EBITDA is a non-GAAP financial measure and is calculated as segment profit net of depreciation and amortization. See reconciliation tables in the appendix to this presentation. Signed an agreement to acquire Fertilaqua

Acquisition ofExecuting on our Growth Strategy Executing Growth Strategy in Crop NutritionSignificant foothold for ICL’s Crop Nutrition business in the high growth, high margin Brazilian agriculture marketStrong sales platform and access to a broad customer base to expand ICL’s specialty and commodity fertilizer penetration into the Brazilian marketProvides incremental R&D capabilities to generate additional innovative productsFurther expands ICL’s product portfolio with higher growth, higher margin productsBalance ICL’s crop nutrition sales seasonality Biostimulants company providing plant nutrition, stimulation and soil revitalization solutionsBroad product portfolio of 100+ products spanning full crop lifecycleBase of 500+ customers include ag-input retailers, cooperatives and large farmsActive across all key Brazilian crops including soybean, corn, sugarcane, coffee, fruits & vegetables and other Company info 9

Summary & Outlook Notable achievements despite market challenges: Resilient results amid COVID-19 and commodity challengesContinued solid cash generation fueled by cross-company cost saving initiativesRecord nine months potash production at the Dead SeaRecord operating income for phosphate specialties Record operating income for YPH JV in ChinaContinued improved results for IASAcquisition of Fertilaqua supports execution of growth strategy 10 Improving market conditions and business environment:Demand for bromine-based flame retardants recovering Commodity prices trending higher Solid demand for fertilizers expected to continue

Key Financial Metrics 1.Adjusted operating income, adjusted EBITDA and adjusted net income are non-GAAP financial measures. See reconciliation tables in the appendix to this presentation. 2.Free cash flow is a non-GAAP financial measure. See reconciliation tables in the appendix to this presentation.All figures shown in US $ millions Q3 2020 Q3 2019 % change Q2 2020 % change Sales 1,204 1,325 (9%( 1,203 ~ Operating income 100 201 )50(% )169( NA Adjusted operating income(1) 106 201 (47(% 128 )17%( Adjusted EBITDA(1) 226 307 ) 26%( 246 )8%( Net income 54 130 )58%( )168( NA Adjusted net income(1) 58 130 )55%( 72 )19%( Operating cash flow 203 368 )45%( 177 15% Free cash flow(2) 60 221 )73%( 20 200% 12

Positive Pricing Momentum Across Mineral Value Chains GMOP, CFR Brazil ($/tonne) Elemental bromine, China ($/tonne) 200 220 240 260 280 300 320 340 560 580 600 620 640 660 680 700 4,4004,2004,0003,8003,600 4,600 4,800 5,000 Phosphoric acid contract, CFR India ($/tonne) 13 Sources: CRU, Bloomberg

Numbers may not add due to rounding and set offs Sales Impacted by COVID-19 and Cyclical Low Commodity Prices 21 50 92 Q3 2019 Commodity prices Quantities Exchange rates 2020 3Q 1,204 1,325 All figures shown in US $ millions 14 Industrial Products: (76) Phosphate Solutions: 16IAS: 13 Sales

307 226 18 21 92 16 1. Adjusted EBITDA is a non-GAAP financial measure. See appendix to this presentation for reconciliation tables. Profitability Impacted by Commodity Prices Q3 2019 Prices Quantities Operating and other expenses Raw materials Q3 2020 All figures shown in US $ millions Number may not add to rounding and set offs 2 Energy 15 Adjusted EBITDA (1)

$1.2Bn Strong Cash Generation and Liquidity 16 Free cash flow(2) $60Mn Operating cash flow $203Mn Immediately available liquidity of over Based on last four dividend distributions and LTM average share priceAdjusted EBITDA and free cash flow are non-GAAP financial measures. See appendix to this presentation for reconciliation tables Renewal of $300Mn Securitization$900Mn credit facility extended to 2025No major maturities in the near-termQ3 2020 dividend yield(1) 3.2% Net Debt to adjusted EBITDA(2) 2.6X

Key Takeaways Notable achievements despite market challenges: Resilient results amid COVID-19 and commodity challengesContinued solid cash generation fueled by cross-company cost saving initiativesRecord nine months potash production at the Dead SeaRecord operating income for phosphate specialties Record operating income for YPH JV in ChinaContinued improved results for IASAcquisition of Fertilaqua supports execution of growth strategy 17 Improving market conditions and business environment:Demand for bromine-based flame retardants recovering Commodity prices trending higher Solid demand for fertilizers expected to continueFourth quarter results are expected to reflect the usual end of the year seasonality

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ICL

21 50 92 Q3 2019 Prices Exchange rates Quantities 1,204 1,325 69 13 2 63 1,204 1,325 Q3 2020 sales Numbers may not add due to rounding and set offs. All figures shown in US $ millions Q3 2019 Potash Industrial Products Phosphate Solutions Q3 2020 IAS 21 Q3 2020

Q3 2020 Operating Income Numbers may not add due to rounding and set offs. All figures shown in US $ millions 23 4 8 Q3 2019 IAS Potash Adjustments to operatingincome (Q3 '19) Industrial Products Setoffs & other Phosphate Solutions 106 201 55 6 201 0 38 100 Q3 2019 adjusted Q2 2020 adjusted 6 Adjustments to operatingincome (Q3 ‘20) 3 21 Q3 2019 Quantities Raw materials Adjustments to operatingincome (Q3 '19) Energy & transportation Prices Q3 2020 106 201 18 92 201 0 3 100 Q3 2019 adjusted Q3 2020 adjusted 6 Operating and other expenses Adjustments to operatingincome (Q3 ‘20) Q3 2020 22

6 4 3 3 76 Q3 2019 Q3 2019 Quantities Quantities Exchange rates Prices Prices Exchange rates Q3 2020 Q3 2020 50 270 2 339 45 88 Raw materials, energy & operating and other SEGMENT SALES SEGMENT PROFIT Numbers may not add due to rounding and set offs. All figures shown in US $ millions Q3 2020 Industrial ProductsSales and Segment Profit Analysis 23

17 4 5 1 1 66 Q3 2019 Q3 2019 Quantities Quantities Exchange rates Exchange rates Prices Prices Q3 2020 Q3 2020 28 313 66 376 83 Energy,transportation & other expenses SEGMENT SALES SEGMENT PROFIT Numbers may not add due to rounding and set offs. All figures shown in US $ millions Q3 2020 PotashSales and Segment Profit Analysis 24

506 508 30 12 16 Q3 2019 Q3 2019 Quantities Quantities Exchange rates Exchange rates Prices Prices Q3 2020 Q3 2020 32 16 Q3 2020 Phosphate Solutions Sales and Segment Profit Analysis SEGMENT SALES SEGMENT PROFIT Energy,Transportation& other expenses Numbers may not add due to rounding and set offs. All figures shown in US $ millions 25 30 3 28 5 2 Rawmaterials Phosphate specialty : 34 Phosphate commodity: (6) Phosphate specialty : 30 Phosphate commodity: 2 Phosphate specialty : 295 Phosphate commodity: 211 Phosphate specialty : 290 Phosphate commodity: 218

173 160 13 4 4 Q3 2019 Quantities Exchange rates Prices Q3 2020 SEGMENT SALES SEGMENT PROFIT 4 4 Q3 2019 Quantities Prices Q3 2020 6 6 (2) Raw materials Numbers may not add due to rounding and set offs. All figures shown in US $ millions Q3 2020 Innovative Ag Solutions Sales and Segment Profit Analysis 26 2 Operating and other expenses

Finance Expenses Numbers may not add due to rounding and set offs. All figures shown in US $ millions Average liabilities during the given quarter 27 $ millions Q3 2020 Q3 2019 Liabilities(1) 2,825 2,650 Interest rate 3.7% 4.2% Interest expenses 26 28 Interest capitalization (6) (4) Interest expenses, net 20 24 Total hedging transactions, balance sheet revaluation & other 3 (6) Interest & exchange rate impact on long term liabilities of leasing and employees 6 14 Net financial expenses 29 32

$ millions Q3 2020 Q3 2019 Adjusted income before tax(1) 79 169 Normalized tax rate 20% 21% Normalized tax expenses 16 36 Carryforward losses not recorded for tax purposes (1) (6) Exchange rate impact and other items 1 5 Adjusted tax expenses 16 35 Adjusted effective tax rate 20% 21% Tax adjustments (2) - Reported provision for income taxes 14 35 Effective Tax Rate 1. See calculation in the appendix of this presentation 28 Numbers may not add due to rounding and set offs. All figures shown in US $ millions

Numbers may not add due to rounding. All figures shown in US $ millions See detailed reconciliation table “Adjustments to reported operating and net income (Non-GAAP)” in the corresponding quarters’ PR and 6-K Reconciliation Tables (1/3) 29 Q3 2019 Q3 2020 Calculation of adjusted income before tax 201 106 Adjusted operating income(1) (32) (29) Finance expenses - 1 Share in earnings (losses) of equity-accounted investees and adjustments to financial expenses 169 79 Adjusted income before tax IAS Phosphate Solutions Potash Industrial Products Calculation of segment EBITDA and margin Q3 2019 Q3 2019 Q3 2019 Q3 2019 Q3 2019 Q3 2020 Q3 2019 Q3 2020 (2) 6 32 28 83 28 88 50 Segment profit 5 7 44 55 37 42 17 19 Depreciation and amortization 3 13 76 83 120 70 105 69 Segment EBITDA 2% 8% 15% 16% 32% 22% 31% 26% Segment EBITDA margin

Numbers may not add due to rounding. All figures shown in US $ millions See detailed reconciliation table “Adjustments to reported operating and net income (Non-GAAP)” in the corresponding quarters’ PR and 6-KLast 4 quarters EBITDA Reconciliation Tables (2/3) 30 Q3 2019 Q4 2019 Q1 2020 Q2 2020 Q3 2020 Calculation of adjusted EBITDA 130 48 60 (168) 54 Net income attributable to the shareholders of the Company 110 113 118 119 123 Depreciation and Amortization 32 25 52 31 29 Financing expenses, net 35 15 20 (33) 14 Taxes on income - - - 297 6 Adjustments(1) 307 201 250 246 226 Adjusted EBITDA Q3 2020 Net debt to adjusted EBITDA 2,425 Net debt 923 Adjusted EBITDA 2.6X Net debt to adjusted EBITDA

Reconciliation Tables (3/3) 31 Q2 2020 Q3 2019 Q3 2020 Calculation free cash flow 177 134 59 Cash flow from operations (157) 87 1 Additions to property plant and equipment and dividends from equity-accounted investees(2) 20 221 60 Free cash flow Q2 2019 Q3 2019 Q4 2019 Q1 2020 Q2 2020 Q3 2020 Calculation of adjusted net income to net income 158 130 48 60 (168) 54 Net income attributable to the shareholders of the Company (10) - - - 297 6 Total adjustments to operating income(1) -- - - - - - Adjustments to finance expenses(1) 3 - - - (57) (2) Total tax impact of the above operating income & finance expenses adjustments(1) 151 130 48 60 72 58 Total adjusted net income - shareholders of the Company Q2 2020 Q2 2019 Q3 2020 Calculation of adjusted operating income (169) 201 100 Operating income 187 - 6 Impairment loss (reversal) 78 - - Provision for early retirement and dismissal of employees 32 - - Provision for prior periods waste removal and site restoration costs 297 - 6 Total adjustments 128 201 106 Adjusted operating income Numbers may not add due to rounding. All figures shown in US $ millions See detailed reconciliation table “Adjustments to reported operating and net income (Non-GAAP)” in the corresponding quarters’ PR and 6-KAlso includes proceeds from sale of Property, Plants & Equipment (PP&E)

We disclose in this Quarterly Report non-IFRS financial measures titled, adjusted operating income, adjusted net income attributable to the Company’s shareholders, adjusted EBITDA, adjusted EPS, segment EBITDA, segment EBITDA margin and free cash flow. Our management uses such non-GAAP measures to facilitate operating performance comparisons from period to period and present free cash flow to facilitate a review of our cash flows. We calculate our adjusted operating income by adjusting our operating income to add certain items, as set forth above and in the reconciliation table “Adjustments to reported operating and net income”. Certain of these items may recur. We calculate our adjusted net income attributable to the Company’s shareholders by adjusting our adjusted operating income, net income attributable to the Company’s shareholders to add certain items, as set forth above and in the reconciliation table “Adjustments to reported operating and net income (Non-GAAP)” in the accompanying press release, excluding the total tax impact of such adjustments and adjustments attributable to the non-controlling interests. We calculate our adjusted EBITDA by adding back to the adjusted operating income the depreciation and amortization. Adjusted EPS is calculated as adjusted net income divided by weighted-average diluted number of ordinary shares outstanding as provided in the reconciliation table under “Calculation of Adjusted EPS”. We calculate our segment EBITDA by adding back to our segment profit the depreciation and amortization for each segment. We calculate our segment EBITDA margin by dividing segment EBITDA by revenue. We calculate our free cash flow as our cash flows from operating activities net of our purchase of property, plant, equipment and intangible assets, and adding Proceeds from sale of property, plant and equipment and dividends from equity-accounted investees during such period as presented in the reconciliation table under “Calculation of free cash flow”. You should not view adjusted operating income, adjusted net income attributable to the Company’s shareholders, adjusted EPS or adjusted EBITDA as a substitute for operating income or net income attributable to the Company’s shareholders determined in accordance with IFRS, adjusted EPS as a substitute for EPS or free cash flow as a substitute for, cash flows from operating activities and cash flows used in investing activities, and you should note that our definitions of adjusted operating income, adjusted net income attributable to the Company’s shareholders, adjusted EBITDA and free cash flow may differ from those used by other companies. However, we believe that such non-GAAP measures provide useful information to both management and investors by excluding certain expenses that management believes are not indicative of our ongoing operations. In particular for free cash flow, we adjust our Capex to include any Proceeds from sale of property, plant and equipment because we believe such amounts offset the impact of our purchase of property, plant, equipment and intangible assets. We further adjust free cash flow to add Dividends from equity-accounted investees because receipt of such dividends affects our residual cash flow. Free cash flow does not reflect adjustment for additional items that may impact our residual cash flow for discretionary expenditures, such as adjustments for charges relating to acquisitions, servicing debt obligations, changes in our deposit account balances that relate to our investing activities and other non-discretionary expenditures. 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 the financial results between periods and provide for greater transparency of key measures used to evaluate our performance. We present a discussion in the period-to-period comparisons of the primary drivers of changes in the company’s results of operations. This discussion is based in part on management’s best estimates of the impact of the main trends in its businesses. We have based the following discussion on our financial statements. You should read the following discussion together with our financial statements. Non-GAAP Financial Measures

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

| ICL Group Ltd. |
| By: | /s/ Kobi Altman |
|  | Name: | Kobi Altman |
|  | Title: | Chief Financial Officer |

| ICL Group Ltd. |
| By: | /s/ Aya Landman |
|  | Name: | Aya Landman |
|  | Title: | VP, Company Secretary & Global Compliance |

Date: November 12, 2020