6-K 1 zk2227769.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 May 2022
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.
INCORPORATION BY REFERENCE
This report on Form 6-K shall be deemed to be incorporated by reference into the registration statement on Form S-8 (Registration Number: 333-205518) of ICL Group Ltd. and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished. In addition, this report on Form 6-K shall be deemed to be incorporated by reference into the Israeli Shelf Prospectus of ICL Group Ltd. filed with the Israel Securities Authority and dated February 28, 2022 (Filing Number: 2022-02-019821) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

ICL GROUP LTD.

| 1. | Q1 2022 Investor Presentation

First Quarter 2022 Financial Results Raviv Zoller | President and CEO May 11, 2022

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 2022 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, 2021, 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 first quarter 2022 press release for the period ended March 31, 2022, 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.

3 First quarter overview (1) Adjusted EBITDA is a non-GAAP financial measure; see reconciliation tables in appendix. Record sales – up more than $1 billion Adjusted EBITDA(1) crossed $1 billion – all-time record high Record quarterly results for all specialties businesses Another quarter of profitable growth and strong cash generation, with cost efficiency initiatives on-track Strengthened position as consistent and reliable global partner, amidst supply chain challenges Dividend of 23.83 cents per share, or $306.5M, vs. 5.25 cents, or $67M, in 1Q’21 Expanding long-term specialties focus, while benefitting from market upside

Key first quarter financial metrics 4 Substantial year-over-year improvement Operating Cash Flow Adjusted EBITDA(1) US$M US$M Up +$1B YoY Up 232% YoY Up $119M YoY Sales US$B (1) Adjusted EBITDA is a non-GAAP financial measure, and an updated calculation can be found in the reconciliation tables in the appendix.

First quarter 2022 5 Key financial highlights (1) Adjusted operating income and margin, adjusted net income, attributable, adjusted EBITDA and margin, adjusted EPS, and free cash flow are non-GAAP financial measures; see reconciliation tables in appendix. (2) 1Q’22 tax expenses amounted to $211 million, reflecting an effective tax rate of 24%, compared to $23 million in 1Q’21, reflecting an effective tax rate of 14%. US$Mex. per share 1Q’22 1Q’21 YoY Change Sales $2,525 $1,510 67% Gross profit $1,245 $495 152% Gross margin 49.3% 32.8% 1,653 bps Operating income $902 $185 388% Adjusted operating income(1) $880 $185 376% Adjusted operating margin(1) 34.9% 12.3% 2,260 bps Net income, attributable(2) $632 $135 368% Adjusted net income, attributable(1) $613 $135 354% Adjusted EBITDA(1) $1,002 $302 232% Adjusted EBITDA margin(1) 39.7% 20.0% 1,968 bps Diluted earnings per share $0.49 $0.11 345% Adjusted diluted EPS(1) $0.48 $0.11 356% Operating cash flow $325 $206 58% Free cash flow $218 $59 269%

Industrial Products 6 Results driven by higher prices and long-term contracts Sales US$M EBITDA(1) US$M Key highlights Record quarterly sales and EBITDA Market prices for bromine increased year-over-year Over 70% of bromine compound sales under long-term contracts Record phosphorous-based flame retardants results End-market demand mixed (1) Segment EBITDA is a non-GAAP financial measure; see reconciliation tables in appendix. +24% +66%

Potash 7 Strong pricing, amidst reduced supply Key highlights Average realized price per ton increased to $601, up $344 vs. $257 in 1Q’21 and up $114 vs. $487 in 4Q’21 Successful annual maintenance shutdown at Dead Sea Production in Spain increased by 38% to 182,000 tons Strong results for metal magnesium Realigning ICL Boulby under Innovative Ag Solutions (1) Segment EBITDA is a non-GAAP financial measure; see reconciliation tables in appendix. Note: ICL has consolidated its specialty agriculture businesses under Innovative Ag Solutions (IAS). As a result, ICL Boulby and other European business components were allocated from the Potash and Phosphate Solutions segments, respectively, to the IAS segment. The 2021 quarterly and annual restated segment data and 2020 annual restated segment data is available in the appendix. Sales US$M EBITDA(1) US$M +128% +626%

Phosphate Solutions 8 Sales US$M EBITDA(1) US$M Key highlights Record results, as specialty food and industrial sales and EBITDA continued to increase Continued focus on driving long-term specialties profitability YPH delivered record results, with strength in both specialties and commodities Record phosphate fertilizer results, driven by surging prices $247 $798 (1) Segment EBITDA is a non-GAAP financial measure; see reconciliation tables in appendix. Record results for specialties and commodities Commodity Specialty Commodity Specialty $502 $94 +59% +163%

Innovative Ag Solutions 9 Ongoing momentum combined with continued strategy execution (1) Segment EBITDA is a non-GAAP financial measure; see reconciliation tables in appendix. Note: ICL has consolidated its specialty agriculture businesses under Innovative Ag Solutions (IAS). As a result, ICL Boulby and other European business components were allocated from the Potash and Phosphate Solutions segments, respectively, to the IAS segment. The 2021 quarterly and annual restated segment data and 2020 annual restated segment data is available in the appendix. Sales US$M EBITDA(1) US$M Key highlights Record sales and EBITDA Brazilian integration on-track, with results ahead of expectations Good start to turf and ornamental season, with solid distributor demand Record FertilizerpluS (Polysulphate-based) quarterly production and sales volume, combined with ICL Boulby profit contribution +66% +233%

Industrial Food Agriculture 10 Making an impact Continued investments across focus areas Dedicated internal unit and research resources focused on energy storage Monetized intellectual property, through sale of Novetide shares Innovative milk protein product for superior taste and texture Debuted BufferMAX to increase milk fat in cattle Expanding alternative-protein customer pipeline Consolidating and expanding biostimulant product offerings First fertilizer producer to obtain FPR certificate for CRF products

First quarter summary 11 Keeping our eye on the ball Expanding long-term specialties focus, while benefitting from market upside Targeting consistent growth in sales and EBITDA Increasing capacity to enable growth in specialties Investing in R&Dto innovate and expand specialty product portfolio Investing in sustainability Maintaining focus on long-term customer relationships Continuing focus on cash generation Creating and returning valueto shareholders

First Quarter 2022 Financial Results Aviram Lahav CFO

First quarter 2022 13 Key financial highlights (1) Adjusted operating income and margin, adjusted net income, attributable, adjusted EBITDA and margin, adjusted EPS, and free cash flow are non-GAAP financial measures; see reconciliation tables in appendix. (2) 1Q’22 tax expenses amounted to $211 million, reflecting an effective tax rate of 24%, compared to $23 million in 1Q’21, reflecting an effective tax rate of 14%. US$Mex. per share 1Q’22 1Q’21 YoY Change Sales $2,525 $1,510 67% Gross profit $1,245 $495 152% Gross margin 49.3% 32.8% 1,653 bps Operating income $902 $185 388% Adjusted operating income(1) $880 $185 376% Adjusted operating margin(1) 34.9% 12.3% 2,260 bps Net income, attributable(2) $632 $135 368% Adjusted net income, attributable(1) $613 $135 354% Adjusted EBITDA(1) $1,002 $302 232% Adjusted EBITDA margin(1) 39.7% 20.0% 1,968 bps Diluted earnings per share $0.49 $0.11 345% Adjusted diluted EPS(1) $0.48 $0.11 356% Operating cash flow $325 $206 58% Free cash flow $218 $59 269%

14 Macro overview Global growth still strong Inflation soaring worldwide FX dynamics shifting across currencies Ripple effect from conflict in Ukraine Supply chain disruptions Commodity prices surging New and ongoing marketplace disruptions

Pricing across mineral value chain 15 Commodity price upcycle Sources: GMOP and phosphoric acid - CRU Fertilizer Week, as of 3.31.22; Supramax - Simpson Spence Young (SSY), as of March 2022; Sulfur - CRU, as of 3.31.22. 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

First quarter 2022 16 Sales bridges Note: Numbers rounded to closest million; Other includes intercompany eliminations. Sales US$M Specialty 55% Commodity 45% Sales by segment US$M Acquisitions 22% Organic 78% $566 $798

First quarter 2022 17 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 47% Commodity 53% Acquisitions 17% Organic 83% $110 $247 Quantity and Brazil Expansion

Financial strength 18 Continued growth in cash flow (1) Adjusted EBITDA and free cash flow are non-GAAP financial measures; see reconciliation tables in appendix. Net debt to adjusted EBITDA(1) improved to 1.0 Operating cash flow of $325M vs. $206M in 1Q’21 Free cash flow(1) of $218M vs. $59M in 1Q’21 Dividend of 23.83 cents per share vs. 5.25 cents in 1Q’21 Achieved sustainability linked loan goals Highlights for 1Q’22

Guidance 19 Full year 2022 (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 $3,500 million to $3,750 million(1) Of which, EBITDA of specialty businesses to represent between $1,300 million to $1,400 million for FY’22

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

Appendix First Quarter 2022 Financial Results

Segment changes 22 Consolidated specialty agriculture businesses under Innovative Ag Solutions (IAS) (1) Primarily includes salt produced in underground mine in Spain, metal magnesium-based products, and sales of excess electricity produced in Israel. Innovative Ag Solutions Phosphate Solutions Potash US$M US$M US$M 2020 FY 2021 FY'20 1Q 2Q 3Q 4Q FY Segment sales 1,268 349 380 400 647 1,776 Sales to external customers 979 254 296 310 541 1,401 Sales to internal customers 96 22 27 27 18 94 Other and eliminations(1) 193 73 57 63 88 281 Gross profit 472 135 154 209 372 870 Segment operating income 121 29 42 84 244 399 Depreciation & amortization 152 33 38 37 40 148 Segment EBITDA 273 62 80 121 284 547 2020 FY 2021 1Q 2Q 3Q 4Q FY Segment sales 1,816 502 582 599 571 2,254 Sales to external customers 1,663 467 539 554 527 2,087 Sales to internal customers 153 35 43 45 44 167 Segment operating income 88 42 77 88 87 294 Depreciation & amortization 204 52 56 53 46 207 Segment EBITDA 292 94 133 141 133 501 2020 FY 2021 1Q 2Q 3Q 4Q FY Segment sales 1,033 340 334 504 492 1,670 Sales to external customers 1,016 337 331 495 481 1,644 Sales to internal customers 17 3 3 9 11 26 Segment operating income 17 20 21 52 42 135 Depreciation & amortization 45 13 13 15 21 62 Segment EBITDA 62 33 34 67 63 197

Industrial Products 23 First quarter 2022 US$M 1Q Sales 2021 $398 Quantity ($45) Price $149 Exchange rates ($8) 2022 $494 US$M 1Q Segment EBITDA 2021 $122 Quantity ($12) Price $149 Exchange rates ($6) Raw materials ($26) Energy ($3) Transportation ($8) Operating and other expenses ($13) 2022 $203 Note: Segment EBITDA is a non-GAAP financial measure; see reconciliation tables. Industrial Products US$M 1Q’22 1Q’21 Segment sales $494 $398 Sales to external customers $488 $394 Sales to internal customers $6 $4 Segment operating income $188 $105 Depreciation and amortization $15 $17 Segment EBITDA $203 $122

Potash 24 First quarter 2022 Note: Segment EBITDA is a non-GAAP financial measure; see reconciliation tables. (1) Primarily includes salt produced in Spain, metal magnesium-based products and sales of excess 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 1Q’22 1Q’21 Segment sales $795 $349 Sales to external customers $648 $254 Sales to internal customers $43 $22 Other and eliminations(1) $104 $73 Gross profit $523 $135 Segment operating income $410 $29 Depreciation and amortization $40 $33 Segment EBITDA $450 $62 Average realized price(2) $601 $257 Potash production and sales 000s of tons 1Q’22 1Q’21 Production 1,093 1,152 Total sales, including internal sales 1,150 1,075 Closing inventory 298 353 US$M 1Q Sales 2021 $349 Quantity $17 Price $441 Exchange rates ($12) 2022 $795 US$M 1Q Segment EBITDA 2021 $62 Quantity $2 Price $441 Exchange rates ($10) Energy ($11) Transportation ($9) Operating and other expenses ($25) 2022 $450

Phosphate Solutions 25 First quarter 2022 Phosphate Solutions US$M 1Q’22 1Q’21 Segment sales $798 $502 Specialty $437 $294 Commodity $361 $208 Segment operating income $200 $42 Specialty $102 $35 Commodity $98 $7 Segment EBITDA $247 $94 Specialty $115 $48 Commodity $132 $46 Note: Segment EBITDA is a non-GAAP financial measure; see reconciliation tables. (1) For 1Q’22, represents $13 million in specialties and $34 million in commodities. For 1Q’21, represents $13 million in specialties and $39 million in commodities. Phosphate Solutions US$M 1Q’22 1Q’21 Segment sales $798 $502 Sales to external customers $748 $467 Sales to internal customers $50 $35 Segment operating income $200 $42 Depreciation and amortization(1) $47 $52 Segment EBITDA $247 $94 US$M 1Q Sales 2021 $502 Quantity $78 Price $229 Exchange rates ($11) 2022 $798 US$M 1Q Segment EBITDA 2021 $94 Quantity $31 Price $229 Exchange rates ($4) Raw materials ($87) Energy ($2) Transportation ($4) Operating and other expenses ($10) 2022 $247

Innovative Ag Solutions 26 First quarter 2022 Note: Segment EBITDA is a non-GAAP financial measure; see reconciliation tables. US$M 1Q Sales 2021 $340 New Brazilian Businesses’ contribution $125 Quantity ($32) Price $146 Exchange rates ($13) 2022 $566 US$M 1Q Segment EBITDA 2021 $33 New Brazilian Businesses’ contribution $19 Quantity ($9) Price $146 Exchange rates ($1) Raw materials ($59) Energy ($8) Transportation ($5) Operating and other expenses ($6) 2022 $110 Innovative Ag Solutions US$M 1Q’22 1Q’21 Segment sales $566 $340 Sales to external customers $556 $337 Sales to internal customers $10 $3 Segment operating income $93 $20 Depreciation and amortization $17 $13 Segment EBITDA $110 $33

Consolidated results analysis 27 First quarter 2022 US$M Sales Expenses Operating Income EBITDA Notes: 1Q’21 $1,510 ($1,325) $185 Total adjustments 1Q’21(1) - - - Adjusted 1Q’21 figures $1,510 ($1,325) $185 $302 New Brazilian Businesses’ contribution $125 ($109) $16 $19 Positive – includes acquisition of Compass Minerals América do Sul S.A. (ADS) in July 2021. Quantities ($12) $17 $5 $5 Positive – primarily strong sales volumes of acids in most regions and phosphate fertilizers, also an increase in sales volume of potash from the higher-margin ICL Dead Sea site. Negative – lower sales volume of bromine-based industrial solutions, mainly clear brine fluids, bromine- and phosphorus-based flame retardants, as well as lower sales volumes of specialty agriculture and FertilizerpluS products, mainly in Europe. Prices $945 - $945 $945 Positive – primarily an increase of $344 in avg. realized price/ton of potash YoY, increases in selling prices of phosphate fertilizers, acids, bromine- and phosphorous-based flame retardants, bromine-based industrial solution specialty minerals and specialty agriculture and FertilizerpluS products. Exchange rates ($43) $21 ($22) ($22) Negative – primarily depreciation of the Euro against the U.S. dollar, as well as the appreciation of the Israeli shekel against the U.S. dollar. Raw materials - ($153) ($153) ($153) Negative – primarily higher prices of sulfur consumed during the quarter, commodity fertilizers, and raw materials used to produce bromine- and phosphorus-based flame retardants. Energy - ($23) ($23) ($23) Negative – primarily increase in electricity prices, mainly in Europe. Transportation - ($25) ($25) ($25) Negative – higher transportation costs. Operating and other expenses - ($48) ($48) ($46) Negative – higher operational costs, mainly payments of royalties as a result of higher revenue. Adjusted 1Q’22 figures $2,525 ($1,645) $880 $1,002 Total adjustments 1Q’22(1) - $22 $22 1Q’22 $2,525 ($1,623) $902 (1) See adjustments to reported operating and net income (non-GAAP) in the current quarter’s 6-K report.

Reconciliation tables 28 Note: Numbers may not add, due to rounding and set-offs. (1) Average liabilities during given quarter. US$M 1Q’22 1Q’21 Average debt(1) $3,050 $2,825 Annual interest rate 3.8% 3.9% Interest expenses $29 $28 Interest income ($2) ($1) Interest capitalization ($2) ($6) Interest expenses, net $25 $21 Total hedging and balance sheet revaluation $4 ($5) Employee benefits interest and other $5 $4 Net financial expenses $34 $20 US$M 1Q’22 1Q’21 Adjusted operating income $880 $185 Finance expenses, net ($34) ($20) Share in earnings of equity-accounted investees and adjustments to financial expenses - - Adjusted income before tax $846 $165 Tax rate 26% 22% Tax expenses $216 $36 Carryforward losses for which deferred taxes were not recognized and other ($3) ($1) Exchange rate impact ($5) ($12) Adjusted tax expenses $208 $23 Adjusted tax rate 25% 14% Tax adjustments $3 - Reported taxes on income $211 $23 Reported income before taxes $868 $165 Reported effective tax rate 24% 14% Finance expenses, calculation of adjusted income before tax and adjusted effective tax rate

Reconciliation tables 29 Note: Numbers may not add, due to rounding and set-offs. Calculation of segment EBITDA and margin US$M Industrial Products Potash Phosphate Solutions Innovative Ag Solutions 1Q’22 1Q’21 1Q’22 1Q’21 1Q’22 1Q’21 1Q’22 1Q’21 Segment sales $494 $398 $795 $349 $798 $502 $566 $340 Segment operating income $188 $105 $410 $29 $200 $42 $93 $20 Depreciation and amortization $15 $17 $40 $33 $47 $52 $17 $13 Segment EBITDA $203 $122 $450 $62 $247 $94 $110 $33 Segment EBITDA margin 41% 31% 57% 18% 31% 19% 19% 10% Sales US$M 1Q’22 1Q’21 1Q’22 1Q’21 1Q’22 1Q’21 1Q’22 1Q’21 Asia $211 $130 $232 $70 $239 $140 $66 $48 Europe $156 $144 $149 $155 $212 $146 $251 $215 South America $11 $13 $244 $24 $117 $58 $146 $14 North America $97 $95 $100 $56 $170 $114 $49 $32 Rest of World $19 $16 $70 $44 $60 $44 $54 $31 Total $494 $398 $795 $349 $798 $502 $566 $340 Calculation of segment EBITDA and breakout of segment sales by region

Reconciliation tables 30 Note: Numbers may not add, due to rounding and set-offs. (1) See detailed reconciliation table – adjustments to reported operating and net income (non-GAAP) – in corresponding quarters’ earnings release. (2) Adjusted EBITDA under the prior definition for the period ended 3.31.22 and 3.31.21 was $977M and $295M, respectively. (3) Quarterly net debt to adjusted EBITDA ratio is calculated by dividing net debt by past four quarters adjusted EBITDA. (4) Also includes proceeds from sale of property, plants and equipment (PP&E). Calculation of adjusted EBITDA US$M 1Q’22 1Q’21 Net income $657 $142 Financing expenses, net $34 $20 Share in earnings of equity-accounted investees - - Taxes on income $211 $23 Operating income $902 $185 Adjustments(1) ($22) - Depreciation and amortization $122 $117 Adjusted EBITDA(2) $1,002 $302 Net debt to adjusted EBITDA(3) US$M 1Q’22 Net debt $2,376 Adjusted EBITDA $2,320 Net debt to adjusted EBITDA 1.0 Calculation of free cash flow US$M 1Q’22 1Q’21 Cash flow from operations $325 $206 Additions to PP&E, intangible assets, and dividends from equity-accounted investees(4) ($107) ($147) Free cash flow $218 $59 Calculation of adjusted EBITDA, net debt to adjusted EBITDA and free cash flow

Reconciliation tables 31 Note: Numbers may not add, due to rounding and set-offs. (1) See detailed reconciliation table – adjustments to reported operating and net income (non-GAAP) – in corresponding quarters’ earnings release. (2) Adjusted diluted earnings per share is calculated by dividing adjusted net income attributable by weighted-average number of diluted ordinary shares outstanding. Calculation of adjusted net income, attributable and adjusted EPS Calculation of adjusted net income, attributable US$M 1Q’22 1Q’21 Net income, attributable $632 $135 Adjustments(1) ($22) - Total tax adjustments $3 - Adjusted net income, attributable $613 $135 Calculation of adjusted diluted earnings per share US$M, ex. per share data 1Q’22 1Q’21 Adjusted net income, attributable $613 $135 Weighted-average number of diluted ordinary shares outstanding (in thousands) 1,290,965 1,282,912 Adjusted diluted earnings per share(2) $0.48 $0.11

Guidance and non-GAAP financial measures 32 Guidance The 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. Specialties focused businesses are represented by the Industrial Products and Innovative Ag Solutions segments and the specialties part of the Phosphate Solutions segment. We present EBITDA from the phosphate specialties part of the Phosphate Solutions segment, as we believe this information is useful to investors in reflecting the specialty portion of our business Non-GAAP financial measures We disclose in this quarterly report non-IFRS financial measures titled adjusted operating income, adjusted net income attributable to the Company’s shareholders, diluted adjusted earnings per share and adjusted EBITDA. Our management uses adjusted operating income, adjusted net income attributable to the Company’s shareholders, diluted adjusted earnings per share and adjusted EBITDA to facilitate operating performance comparisons from period to period. We calculate our adjusted operating income by adjusting our operating income to add certain items, as set forth in the reconciliation table under “Adjustments to reported operating and net income (non-GAAP)” below. Certain of these items may recur. We calculate our adjusted net income attributable to the Company’s shareholders by adjusting our net income attributable to the Company’s shareholders to add certain items, as set forth in the reconciliation table under “Adjustments to reported operating and net income (non-GAAP)” below, excluding the total tax impact of such adjustments. We calculate our diluted adjusted earnings per share by dividing adjusted net income by the weighted-average number of diluted ordinary shares outstanding. Our adjusted EBITDA is calculated as net income before financing expenses, net, taxes on income, share in earnings of equity-accounted investees, depreciation and amortization and adjust items presented in the reconciliation table under “Consolidated adjusted EBITDA and diluted adjusted Earnings Per Share for the periods of activity” below, which were adjusted for in calculating the adjusted operating income. Commencing with the year 2022, the Company’s “adjusted EBITDA” calculation is no longer adding back “minority and equity income, net. While “minority and equity income, net” reflects the share of an equity investor in one of our owned operations, since adjusted EBITDA measures the Company’s performance as a whole, its operations and its ability to satisfy cash needs before profit is allocated to the equity investor, management believes that adjusted EBITDA before deduction of such item is more reflective. For additional information regarding this adjustment for prior periods, please see the reconciliation table under “Consolidated adjusted EBITDA and diluted adjusted Earnings Per Share for the periods of activity” below. You should not view adjusted operating income, adjusted net income attributable to the Company’s shareholders, diluted adjusted earnings per share or adjusted EBITDA as a substitute for operating income or net income attributable to the Company’s shareholders determined in accordance with IFRS, and you should note that our definitions of adjusted operating income, adjusted net income attributable to the Company’s shareholders, diluted adjusted earnings per share and adjusted EBITDA 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, adjusted net income attributable to the Company’s shareholders, diluted adjusted earnings per share and adjusted EBITDA 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.

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/ 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: May 11, 2022