6-K 1 zk2126754.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 2021
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 2021 Investor Presentation

Third Quarter 2021 Financial Results Raviv Zoller November 4, 2021 President and CEO

Important legal notes 2 Disclaimer and safe harbor for forward-looking statements The information contained herein in this presentation or delivered or to be delivered to you during this 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, its 2021 guidance, 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 subjected to various risks and uncertainties, including those discussed in the "Risk Factors" section and elsewhere in the company’s Annual Report on Form 20-F for the year ended December 31, 2020, and in subsequent filings with the Tel Aviv Stock 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 the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can provide no assurance 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 the company believes to be reliable, have not been independently verified. The company cannot assure such data is accurate or complete.Included in this presentation are certain non-GAAP financial measures, such as adjusted operating income, adjusted operating income margin, adjusted EBITDA, adjusted EBITDA margin, 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 other companies may calculate similarly titled non‑GAAP financial measures differently than ICL Group and 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 the company’s third quarter 2021 press release for the period ended September 30, 2021, 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.

3Q’21 summary Results driven by specialties, with commodity upside Another quarter of specialties results improvementAnother quarter of rising commodity pricesOvercame higher overall costs and global supply chain challenges All four businesses contributed, reporting double-digit growth in sales and EBITDAContinued strengthening cash flow generationRecent Brazilian acquisitions helped balance traditional seasonality of Innovative Ag SolutionsRaising guidance expectations 3

Third quarter 2021 4 Key financial highlights (1) Adjusted operating income and margin, adjusted net income, adjusted EBITDA and margin, and adjusted EPS are non-GAAP financial measures; see reconciliation tables in appendix. US$M 3Q’21 3Q’20 YoY Change Sales $1,790 $1,204 49% Gross profit $689 $365 89% Gross margin 38.5% 30.3% 820 bps Operating income $321 $100 221% Adjusted operating income(1) $315 $106 197% Adjusted operating margin(1) 17.6% 8.8% 879 bps Net income, attributable $225 $54 317% Adjusted net income, attributable(1) $215 $58 271% Adjusted EBITDA(1) $421 $226 86% Adjusted EBITDA margin(1) 23.5% 18.8% 470 bps Diluted earnings per share 17¢ 4¢ 325% Adjusted diluted EPS(1) 17¢ 5¢ 240% Operating cash flow $273 $203 34%

Key financial metrics 5 Outstanding year-over-year improvement (1) Adjusted EBITDA is a non-GAAP financial measure; see reconciliation tables in appendix. Operating Cash Flow Adjusted EBITDA(1) Sales US$M US$M US$B Up 49% YoY Up 86% YoY Up $70M YoY

6 3Q’21 Highlights Innovative Ag Solutions Phosphate Solutions Potash Industrial Products Strong demand across end-markets drove higher sales and profit Record third quarter production at the Dead Sea Record results for specialties, commodities and YPH, with higher volumes and prices Results up both organically and with recent Brazilian acquisitions All divisions delivered double-digit growth in sales and EBITDA Quarterly profit breaks eight-year record

Industrial Products 7 Strong end-market demand Sales US$M EBITDA(1) US$M Key highlights Continued strong demand Clear brine fluid sales improving, with higher oil pricesSpecialty minerals performance remained strongRecord high bromine spot prices in China Majority of production at full capacityRaw material and transportation constraints continuedInvesting in additional capacity and isotanksAnnual maintenance shutdown completed in SeptemberRecord quarterly cash flow +75% +43% (1) Segment EBITDA is a non-GAAP financial measure; see reconciliation tables in appendix.

Potash 8 Market demand strong, with tight supply Key highlights Spot prices continued to increase, with strong global demandRecord third quarter production at Dead SeaWater Authority appeal successfulOptimization of Cabanasses mine continuesPolysulphate sales volume up +90% (1) Segment EBITDA is a non-GAAP financial measure; see reconciliation tables in appendix. Sales US$M EBITDA(1) US$M +79% +39%

Phosphate Solutions 9 Sales US$M EBITDA(1) US$M Key highlights Another quarter of record results for specialties, commodities and YPH joint ventureFood specialties continued to benefit from ICL’s global supply chainSt. Louis alternative protein plant commissioning in DecemberPhosphate fertilizer growth due to higher prices, tight supply and strong demand $148 $655 (1) Segment EBITDA is a non-GAAP financial measure; see reconciliation tables in appendix. Record results, with strong volume and prices Commodity Specialty Commodity Specialty $506 +29% $83 +78%

Innovative Ag Solutions 10 Sales up organically and with recent acquisitions (1) Segment EBITDA is a non-GAAP financial measure; see reconciliation tables in appendix. Sales US$M EBITDA(1) US$M Key highlights Positive momentum continued, with higher pricing, tight supply and increased crop pricesBrazilian acquisitions’ strong performance contributed to significant improvement, helped balance seasonality Specialty agriculture sales growth across all product linesRaw material cost inflation and logistics challenges continued $55 $387 Acquisitions Acquisitions +124% +323%

Innovation Sustainability Partnership 11 Recent impactful events Crossing boundaries to make an impact Expanded into LFP battery technologyInvested in alternative protein start-up through Planet Hub Committed to carbon neutrality by 2050Sustainability linked loanGained Polysulphate organic certification Expanded supply relationshipwith Haldor TopsoeFunded Israeli & Moroccan universities with OCP

Key 3Q’21 takeaways 12 Long-term focus on specialties growth Positive momentum across all businessesMarket dynamics remain strongProgressing against sustainability targetsConfident in ICL’s strong global supply chainContinued good progress executing against strategic plan

Third Quarter 2021 Financial Results Kobi Altman CFO

Third quarter 2021 14 Key financial highlights (1) Adjusted operating income and margin, adjusted net income, adjusted EBITDA and margin, and adjusted EPS are non-GAAP financial measures; see reconciliation tables in appendix. US$M 3Q’21 3Q’20 YoY Change Sales $1,790 $1,204 49% Gross profit $689 $365 89% Gross margin 38.5% 30.3% 820 bps Operating income $321 $100 221% Adjusted operating income(1) $315 $106 197% Adjusted operating margin(1) 17.6% 8.8% 879 bps Net income, attributable $225 $54 317% Adjusted net income, attributable(1) $215 $58 271% Adjusted EBITDA(1) $421 $226 86% Adjusted EBITDA margin(1) 23.5% 18.8% 470 bps Diluted earnings per share 17¢ 4¢ 325% Adjusted diluted EPS(1) 17¢ 5¢ 240% Operating cash flow $273 $203 34%

Potash 15 Close to inflection point (1) Segment EBITDA is a non-GAAP financial measure; see reconciliation tables in appendix. Sales US$M Average realized potash price per ton EBITDA(1) US$M

Pricing across mineral value chain 16 Commodity price upcycle Sources: GMOP and phosphoric acid - CRU Fertilizer Week, as of 9.30.21; Supramax - Simpson Spence Young (SSY), as of October 2021; Sulfur - CRU, as of 9.30.21. GMOP FOB NOLA US$/ton Phosphoric acid CFR contract India US$/ton Sulfur Bulk FOB Middle East Spot US$/ton Supramax Timecharter Average US$/day

Third quarter 2021 17 Sales bridges Note: Numbers rounded to closest million; Other includes intercompany eliminations. Sales US$M Specialty 53%Commodity 47% Sales by segment US$M Acquisitions 46%Organic 54%

Third quarter 2021 18 Profit bridges (1) Adjusted EBITDA is a non-GAAP financial measure; see reconciliation tables in appendix.Note: Numbers rounded to closest million; Other includes intercompany eliminations. Adjusted EBITDA(1) US$M Adjusted EBITDA(1) by segment US$M Specialty 34%Commodity 66% Acquisitions 60%Organic 40%

Financial strength 19 Continued growth in cash flow (1) Free cash flow is a non-GAAP financial measure; see reconciliation tables in appendix. Net debt to adjusted EBITDA improved to 2.0 timesOperating cash flow of $273M vs. $203M in 3Q’20Fourth consecutive quarter of YoY growthFree cash flow(1) of $146 vs. $60M in 3Q’20Sustainability linked loan of €250MReducing direct and indirect Scope 1 and Scope 2 CO₂e emissionsTargeting annual 4% to 5% reduction Adding Together for Sustainability (TfS) qualified vendorsExpanding representation of women in senior management to at least 25%, by end of 2024 Highlights for 3Q’21

Guidance 20 Full year 2021 (1) See guidance and non-GAAP financial measures in appendix. Note: Adjusted EBITDA is a non-GAAP measure, see appendix for calculation. Expect adjusted EBITDA range of $1,450 million to $1,500 million(1) Follows another quarter of strong resultsIncludes Brazilian expansion Raising expectations

Thank you Contact Peggy.ReillyTharp@icl-group.com for more information on ICLView our interactive data tool at https://investors.icl-group.com/interactive-data-tool/default.aspx

Appendix Third Quarter 2021 Financial Results

Results of operations 23 Third quarter and year-to-date 2021 Industrial ProductsUS$M 3Q'21 3Q'20 YTD'21 YTD'20 Segment sales $387 $270 $1,195 $919 Sales to external customers $383 $267 $1,183 $909 Sales to internal customers $4 $3 $12 $10 Segment profit $105 $50 $324 $223 Depreciation and amortization $16 $19 $47 $54 Capital expenditures $18 $16 $49 $61 Segment EBITDA $121 $69 $371 $277 Phosphate SolutionsUS$M 3Q'21 3Q'20 YTD'21 YTD'20 Segment sales $655 $506 $1,823 $1,447 Sales to external customers $630 $488 $1,754 $1,392 Sales to internal customers $25 $18 $69 $55 Segment profit $93 $28 $210 $45 Depreciation and amortization $55 $55 $166 $156 Capital expenditures $53 $56 $172 $180 Segment EBITDA $148 $83 $376 $201 PotashUS$M 3Q'21 3Q'20 YTD'21 YTD'20 Segment sales $436 $313 $1,233 $967 Sales to external customers $310 $224 $860 $703 Sales to internal customers $27 $20 $76 $67 Other and eliminations(1) $99 $69 $297 $197 Segment profit $83 $28 $155 $80 Depreciation and amortization $42 $42 $121 $123 Capital expenditures $63 $76 $200 $192 Segment EBITDA $125 $70 $276 $203 Innovative Ag SolutionsUS$M 3Q'21 3Q'20 YTD'21 YTD'20 Segment sales $387 $173 $865 $568 Sales to external customers $379 $168 $852 $557 Sales to internal customers $8 $5 $13 $11 Segment profit $46 $6 $88 $35 Depreciation and amortization $9 $7 $23 $19 Capital expenditures(2) $6 $4 $15 $11 Segment EBITDA $55 $13 $111 $54 Note: Segment EBITDA is a non-GAAP financial measure; see reconciliation tables.(1) Primarily includes salt produced in the UK and Spain, Polysulphate and Polysulphate-based products, magnesium-based products, and sales of electricity produced in Israel; (2) Not including capital expenditures for the Brazilian acquisitions in the first half of 2021. For further information, see Note 3 to the company’s interim financial statements in the current quarter’s 6-K report.

Industrial Products 24 Third quarter and year-to-date 2021 US$M 3Q Sales YTD Sales 2020 $270 $919 Quantities $72 $181 Prices $44 $78 Exchange rates $1 $17 2021 $387 $1,195 US$M 3Q Segment EBITDA YTD Segment EBITDA 2020 $69 $277 Quantities $39 $84 Prices $44 $78 Exchange rates ($4) ($6) Raw materials ($16) ($36) Energy - $1 Transportation ($7) ($13) Operating and other expenses ($4) ($14) 2021 $121 $371 Note: Segment EBITDA is a non-GAAP financial measure; see reconciliation tables. Industrial Products US$M 3Q’21 3Q’20 YTD’21 YTD’20 Segment sales $387 $270 $1,195 $919 Sales to external customers $383 $267 $1,183 $909 Sales to internal customers $4 $3 $12 $10 Segment profit $105 $50 $324 $223 Depreciation and amortization $16 $19 $47 $54 Capital expenditures $18 $16 $49 $61 Segment EBITDA $121 $69 $371 $277

Potash 25 Third quarter and year-to-date 2021 Note: Segment EBITDA is a non-GAAP financial measure; see reconciliation tables.(1) Primarily includes salt produced in the UK and Spain, Polysulphate and Polysulphate-based products, magnesium-based products, and sales of electricity produced in Israel; (2) Potash average realized price (USD per ton) is calculated by dividing total potash revenue by total sales quantities. The difference between FOB price and average realized price is primarily marine transportation costs. Potash US$M 3Q’21 3Q’20 YTD’21 YTD’20 Segment sales $436 $313 $1,233 $967 Sales to external customers $310 $224 $860 $703 Sales to internal customers $27 $20 $76 $67 Other and eliminations(1) $99 $69 $297 $197 Gross profit $216 $115 $508 $334 Segment profit $83 $28 $155 $80 Depreciation and amortization $42 $42 $121 $123 Capital expenditures $63 $76 $200 $192 Average realized price(2) $317 $220 $285 $231 Segment EBITDA $125 $70 $276 $203 Potash production and sales000s of tons 3Q’21 3Q’20 YTD’21 YTD’20 Production 1,152 1,064 3,326 3,319 Total sales, including internal sales 1,064 1,111 3,287 3,333 Closing inventory 314 401 314 401 US$M 3Q Sales YTD Sales 2020 $313 $967 Quantities $24 $68 Prices $98 $179 Exchange rates $1 $19 2021 $436 $1,233 US$M 3Q Segment EBITDA YTD Segment EBITDA 2020 $70 $203 Quantities ($7) ($6) Prices $98 $179 Exchange rates ($7) ($23) Energy ($4) ($10) Transportation ($32) ($59) Operating and other expenses $7 ($8) 2021 $125 $276

External potash metrics 26 Average market prices and imports Sources: CRU (Fertilizer week Historical Price: October 2021), FAI, Brazil and Chinese customs data. Average prices 3Q’21 3Q’20 YoY Change 2Q’21 QoQ Change Granular potash – BrazilCFR spot US$ per ton $674 $239 182% $383 76% Granular potash – Northwest EuropeCIF spot/contract € per ton $409 $241 70% $256 60% Standard potash – Southeast AsiaCFR spot US$ per ton $449 $240 87% $281 60% Potash imports in millions of tons To Brazil 4.0 3.3 21% 3.0 33% To China 1.5 2.9 -48% 2.0 -25% To India 0.7 1.5 -53% 0.6 19%

Phosphate Solutions 27 Third quarter and year-to-date 2021 Phosphate Solutions US$M 3Q’21 3Q’20 YTD’21 YTD’20 Segment sales $655 $506 $1,823 $1,447 Specialty $346 $292 $968 $844 Commodity $309 $214 $855 $603 Segment profit $93 $28 $210 $45 Specialty $37 $35 $109 $93 Commodity $56 ($7) $101 ($48) Segment EBITDA $148 $83 $376 $201 Specialty $51 $47 $149 $134 Commodity $97 $36 $227 $67 Note: Segment EBITDA is a non-GAAP financial measure; see reconciliation tables. Phosphate Solutions US$M 3Q’21 3Q’20 YTD’21 YTD’20 Segment sales $655 $506 $1,823 $1,447 Sales to external customers $630 $488 $1,754 $1,392 Sales to internal customers $25 $18 $69 $55 Segment profit $93 $28 $210 $45 Depreciation and amortization $55 $55 $166 $156 Capital expenditures $53 $56 $172 $180 Segment EBITDA $148 $83 $376 $201 US$M 3Q Sales YTD Sales 2020 $506 $1,447 Quantities $10 $65 Prices $128 $243 Exchange rates $11 $68 2021 $655 $1,823 US$M 3Q Segment EBITDA YTD Segment EBITDA 2020 $83 $201 Quantities $15 $24 Prices $128 $243 Exchange rates ($4) ($2) Raw materials ($55) ($95) Energy - $1 Transportation ($11) ($22) Operating and other expenses ($8) $26 2021 $148 $376

External phosphate metrics 28 Commodities market Average prices ($/ton) 3Q’21 3Q’20 YoY Change 2Q’21 QoQ Change DAPCFR India spot $643 $338 90% $565 14% TSP GranularCFR Brazil spot $629 $246 156% $527 19% SSPCPT Brazil inland 18% to 20% P2O5 spot $334 $170 96% $250 34% SulfurBulk FOB Adnoc Monthly contract $176 $59 198% $185 (5%) Sources: CRU (Fertilizer week Historical Price:October 2021).

Innovative Ag Solutions 29 Third quarter and year-to-date 2021 Note: Segment EBITDA is a non-GAAP financial measure; see reconciliation tables.(1) Not including capital expenditures for the Brazilian acquisitions in the first half of 2021. For further information, see Note 3 to the company’s interim financial statements in the current quarter’s 6-K report. US$M 3Q Sales YTD Sales 2020 $173 $568 New Brazilian Businesses’ contribution $177 $185 Quantities $15 $48 Prices $14 $22 Exchange rates $8 $42 2021 $387 $865 US$M 3Q Segment EBITDA YTD Segment EBITDA 2020 $13 $54 New Brazilian Businesses’ contribution $33 $28 Quantities $6 $13 Prices $14 $22 Exchange rates - $4 Raw materials ($8) ($11) Transportation ($1) ($1) Operating and other expenses ($2) $2 2021 $55 $111 Innovative Ag Solutions US$M 3Q’21 3Q’20 YTD’21 YTD’20 Segment sales $387 $173 $865 $568 Sales to external customers $379 $168 $852 $557 Sales to internal customers $8 $5 $13 $11 Segment profit $46 $6 $88 $35 Depreciation and amortization $9 $7 $23 $19 Capital expenditures(1) $6 $4 $15 $11 Segment EBITDA $55 $13 $111 $54

Consolidated results analysis 30 Third quarter 2021 US$M Sales Expenses Operating Income EBITDA Notes: 3Q’20 $1,204 ($1,104) $100 Total adjustments 3Q’20* - $6 $6 Adjusted 3Q’20 figures $1,204 ($1,098) $106 $226 New Brazilian Businesses’ contribution $177 ($144) $33 $33 Positive – includes acquisition of Agro Fertiláqua Participações S.A. and Compass Minerals América do Sul S.A. (ADS). Quantities $102 ($56) $46 $46 Positive – higher sales volumes of bromine-based industrial solutions, bromine-based flame retardants, and acids. Prices $286 - $286 $286 Positive – increase in selling prices of phosphate fertilizers, increase in average realized price per ton of potash, record elemental bromine prices in China, and higher selling prices of bromine- and phosphorus-based flame retardants. Exchange rates $21 ($38) ($17) ($17) Negative – appreciation of Israeli shekel and British pound against U.S. dollar.Positive – appreciation of Euro and Chinese yuan against U.S. dollar. Raw materials - ($82) ($82) ($82) Negative – higher prices of sulfur and raw materials used in production of bromine- and phosphorus-based flame retardants. Energy - ($4) ($4) ($4) Transportation - ($51) ($51) ($51) Negative – higher marine transportation costs. Operating and other expenses - ($2) ($2) ($16) Adjusted 3Q’21 figures $1,790 ($1,475) $315 $421 Total adjustments 3Q’21* - $6 $6 3Q’21 $1,790 ($1,469) $321 * See adjustments to reported operating and net income (non-GAAP) in the current quarter’s 6-K report.

Consolidated results analysis 31 Year-to-date 2021 US$M Sales Expenses Operating Income EBITDA Notes: YTD’20 $3,726 ($3,663) $63 Total adjustments YTD’20* - $303 $303 Adjusted YTD’20 figures $3,726 ($3,360) $366 $722 New Brazilian Businesses' contribution $185 ($157) $28 $28 Positive – includes Agro Fertiláqua Participações S.A. and ADS. Quantities $339 ($237) $102 $102 Positive – higher sales volumes of bromine-based industrial solutions, bromine-based flame retardants, acids, and Innovative Ag Solutions products. Prices $522 - $522 $522 Positive – increase in selling prices of phosphate fertilizers and acids, increase in average realized price per ton of potash, record elemental bromine prices in China and higher selling prices of bromine- and phosphorus-based flame retardants. Exchange rates $145 ($180) ($35) ($35) Negative – appreciation of Israeli shekel and British pound against U.S. dollar.Positive – appreciation of Euro and Chinese yuan against U.S. dollar. Raw materials - ($143) ($143) ($143) Negative – higher prices of sulfur and raw materials used in production of bromine- and phosphorus-based flame retardants. Energy - ($8) ($8) ($8) Negative – increase in electricity prices. Transportation - ($96) ($96) ($96) Negative – higher marine transportation costs. Operating and other expenses - - - ($25) Adjusted YTD’21 figures $4,917 ($4,181) $736 $1,067 Total adjustments YTD’21* - $13 $13 YTD’21 $4,917 ($4,168) $749 * See adjustments to reported operating and net income (non-GAAP) in the current quarter’s 6-K report.

Sales by geographic location 32 Third quarter 2021 SalesUS$M Industrial Products Potash Phosphate Solutions Innovative Ag Solutions Other Activities Reconciliations Consolidated 3Q’21 3Q’20 3Q’21 3Q’20 3Q’21 3Q’20 3Q’21 3Q’20 3Q’21 3Q’20 3Q’21 3Q’20 3Q’21 3Q’20 Europe $121 $112 $100 $73 $200 $168 $92 $71 $5 $7 ($23) ($20) $495 $411 Asia $149 $80 $111 $120 $181 $128 $37 $32 - - ($2) - $476 $360 North America $86 $60 $46 $8 $132 $101 $28 $26 - - ($1) ($1) $291 $194 South America $14 $6 $130 $66 $93 $51 $188 $7 - - - ($1) $425 $129 Rest of World $17 $12 $49 $46 $49 $58 $42 $37 $1 $1 ($55) ($44) $103 $110 Total $387 $270 $436 $313 $655 $506 $387 $173 $6 $8 ($81) ($66) $1,790 $1,204

Finance expenses 33 Third quarter and year-to-date 2021 (1) Average liabilities during given quarter.Note: Numbers may not add, due to rounding and set-offs. US$M 3Q’21 3Q’20 YTD’21 YTD’20 Average net debt(1) $3,000 $2,825 $2,870 $2,720 Weighted average interest rate 3.7% 3.7% 3.8% 3.9% Interest expenses $28 $26 $81 $80 Interest capitalization ($4) ($6) ($15) ($18) Interest expenses, net $24 $20 $66 $62 Total hedging and balance sheet revaluation $6 $2 $11 $34 Interest and exchange rate impact on LT liabilities of leasing and employees and other $4 $7 $7 $16 Net financial expenses $34 $29 $84 $112

Adjusted effective tax rate 34 Third quarter and year-to-date 2021 (1) See reconciliation table.Note: Numbers may not add, due to rounding and set-offs. US$M 3Q’21 3Q’20 YTD’21 YTD’20 Adjusted income before tax(1) $281 $79 $653 $258 Normalized tax rate 21% 20% 22% 21% Normalized tax expenses $58 $16 $144 $53 Carryforward losses for which deferred taxes were not recognized and other ($7) ($1) ($3) $6 Exchange rate impact ($2) $1 ($7) $1 Adjusted tax expenses $49 $16 $134 $60 Effective tax rate 17% 20% 21% 23% Tax adjustments ($4) ($2) ($2) ($59) Reported provision for income taxes $45 $14 $132 $1

Reconciliation tables 35 Slide one of two (1) Also includes proceeds from sale of property, plants and equipment (PP&E).Note: Numbers may not add, due to rounding and set-offs. Calculation of segment EBITDA and marginUS$M Industrial Products Potash Phosphate Solutions Innovative Ag Solutions 3Q’21 3Q’20 3Q’21 3Q’20 3Q’21 3Q’20 3Q’21 3Q’20 Segment sales $387 $270 $436 $313 $655 $506 $387 $173 Segment profit $105 $50 $83 $28 $93 $28 $46 $6 Depreciation and amortization $16 $19 $42 $42 $55 $55 $9 $7 Segment EBITDA $121 $69 $125 $70 $148 $83 $55 $13 Segment EBITDA margin 31% 26% 29% 22% 23% 16% 14% 8% Calculation of free cash flow US$M 3Q’21 3Q’20 YTD’21 YTD’20 Cash flow from operations $273 $203 $721 $546 Additions to PP&E, intangible assets, and dividends from equity-accounted investees(1) ($127) ($143) ($422) ($438) Free cash flow $146 $60 $299 $108 Calculation of adjusted income before tax US$M 3Q’21 3Q’20 YTD’21 YTD’20 Adjusted operating income $315 $106 $736 $366 Finance expenses, net ($34) ($29) ($84) ($112) Share in earnings of equity-accounted investees and adjustments to financial expenses - $2 $1 $4 Adjusted income before tax $281 $79 $653 $258

Reconciliation tables 36 Slide two of two (1) See detailed reconciliation table – adjustments to reported operating and net income (non-GAAP) – in corresponding quarters’ earnings release.(2) Quarterly net debt to adjusted EBITDA ratio was calculated by dividing net debt by past four quarters adjusted EBITDA.Note: Numbers may not add, due to rounding and set-offs. Calculation of adjusted EBITDA US$M 3Q’21 2Q’21 1Q’21 4Q’20 3Q’20 FY’20 FY’19 FY’18 Net income attributable to shareholders of the company $225 $140 $135 $65 $54 $11 $475 $1,240 Financing expenses, net $34 $30 $20 $46 $29 $158 $129 $158 Taxes on income $45 $64 $23 $24 $14 $25 $147 $129 Minority and equity profit, net $17 $9 $7 $4 $3 $8 $5 ($8) Operating income $321 $243 $185 $139 $100 $202 $756 $1,519 Minority and equity profit, net ($17) ($9) ($7) ($4) ($3) ($8) ($5) $8 Depreciation and amortization $123 $124 $117 $129 $123 $489 $443 $403 Adjustments(1) ($6) ($7) - $4 $6 $307 $4 ($766) Adjusted EBITDA $421 $351 $295 $268 $226 $990 $1,198 $1,164 Net debt to adjusted EBITDA(2) US$M 3Q’21 Net debt $2,634 Adjusted EBITDA $1,335 Net debt to adjusted EBITDA 2.0

Guidance and non-GAAP financial measures 37 GuidanceThe company only provides guidance on a non-GAAP basis. We do not provide a reconciliation of forward-looking adjusted EBITDA (non-GAAP) to GAAP net income (loss), due to the inherent difficulty in forecasting and quantifying certain amounts necessary for such a reconciliation, in particular because special items, such as restructuring, litigation and other matters, used to calculate projected net income (loss) vary dramatically based on actual events, the company is not able to forecast on a GAAP basis with reasonable certainty all deductions needed in order to provide a GAAP calculation of projected net income (loss) at this time. The amount of these deductions may be material and, therefore, could result in projected GAAP net income (loss) being materially less than projected EBITDA (non-GAAP). Our guidance speaks only as of the date hereof. We undertake no obligation to update any of these forward-looking statements to reflect events or circumstances after the date of this presentation or to reflect actual outcomes, unless required by law.Non-GAAP financial measuresWe disclose in this presentation 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 presents 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 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 in the reconciliation table “Adjustments to reported operating and net income (Non-GAAP)” in our quarterly earnings release, excluding the total tax impact of such adjustments. We calculate our adjusted EBITDA by adding depreciation and amortization back to adjusted operating income. 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 the 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 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, EBITDA and free cash flow may differ from those used by other companies. However, we believe such non-GAAP measures provide useful information to both management and investors by excluding certain expenses management believes are not indicative of our ongoing operations. In particular, for free cash flow, we adjust our CAPEX to include any proceeds from the 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 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 preceding discussion on our financial statements. You should read the preceding discussion together with our financial statements.

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 4, 2021