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Credit from Banks and Others | 12 Months Ended
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Dec. 31, 2022
Credit From Banks And Others [Abstract] |
Note 13 - Credit from Banks and Others | Note 13 - Credit from Banks and Others
| A. | Composition
| As of December 31
| 2022 | 2021
| $ millions | $ millions
Short-term debt |  |
From financial institutions | 313 | 327
Current maturities of: |  |
Debentures | 116 | 131
Long-term loans from financial institutions | 15 | 56
Lease Liability | 68 | 63
| 199 | 250
Total Short-Term debt | 512 | 577
Long- term debt and debentures |  |
Long term lease liability | 270 | 299
Loans from financial institutions | 721 | 679
| 991 | 978
Marketable debentures | 1,329 | 1,517
Non-marketable debentures | 191 | 191
| 1,520 | 1,708
| 2,511 | 2,686
Less – current maturities of: |  |
Debentures | 116 | 131
Long-term loans from financial institutions | 15 | 56
Lease liability | 68 | 63
| 199 | 250
Total Long- term debt and debentures | 2,312 | 2,436
For further information, see Note 21.
| B. | Yearly movement in Credit from Banks and Others (*)
| As of December 31
| 2022 | 2021
| $ millions | $ millions
Balance as of January 1 | 2,914 | 2,660
Changes from financing cash flows |  |
Additions in respect of business combination | - | 171
Receipt of long-term debts | 1,045 | 1,230
Repayment of long-term debt | (1,181) | (1,120)
Repayment of short-term credit | (21) | (58)
Interest paid | (113) | (112)
Receipt (payments) from transaction in derivatives | 20 | (17)
Total net financing cash flows | (250) | 94
Initial recognition of lease liability | 64 | 37
Interest expenses | 148 | 126
Effect of changes in foreign exchange rates | (97) | (21)
Change in fair value of derivatives | 67 | (24)
Other changes | (33) | 42
Balance as of December 31 | 2,813 | 2,914
(*) The balance includes Short-term debt, derivatives on loans and debentures, loans and debentures and interest payables.
| C. | Sale of receivables under securitization transaction
In September 2020, the Company and certain subsidiaries (hereinafter – the Subsidiaries) signed a series of agreements regarding a securitization transaction with three international banks (hereinafter – the Lending Banks) for the sale of their trade receivables to a special company which was established specifically for this purpose (hereinafter – the Acquiring Company). The new securitization agreements were signed with a committed amount of $300 million and an additional uncommitted amount of $100 million, maturing in September 2025 (hereinafter – the Agreements). These Agreements replace the prior securitization agreements, which expired in September 2020. The structure and terms of the Agreements are very similar to the prior securitization agreement. The Company’s policy is to utilize the securitization limit based on its cash flow needs, alternative financing sources and market conditions. According to the Agreements, the Company undertook to comply with a financial covenant according to which the ratio of net debt to EBITDA will not exceed 4.75. If the Company does not meet this ratio, the Acquiring Company can discontinue acquiring new trade receivables (without affecting existing acquisitions). As of the reporting date, the Company complies with the above financial covenant. The Acquiring Company finances acquisition of the debts through a loan received from a financial institution that is not affiliated with the Company. The period during which the Subsidiaries are entitled to sell their trade receivables to the Acquiring Company is five years from the closing date of the transaction, both parties have the option, at the end of each year, to notify for the transaction’s cancellation. Once the Company has transferred its trade receivables, it no longer has the right to sell them to another party. The selling price of the trade receivables is the amount of the debt sold, less the calculated interest cost based on the expected period between the sale date of the customer debt and its repayment date. Upon acquisition of the debt, the Acquiring Company pays part of the debt price in cash and the remainder in a subordinated note, which is paid after collection of the debt sold. The rate of the cash consideration varies depending on the composition and behavior of the customer portfolio. The Subsidiaries continue to handle the collection of the trade receivables included in the securitization transaction, on behalf of the Acquiring Company. In addition, the Agreements set several conditions regarding the quality of the customer portfolios, which give the Lending Banks the option of terminating the undertaking or excluding the subsidiaries whose customer portfolios do not meet the provided conditions from the Agreements. The trade receivables are fully presented in the Company's statements of financial position and the receipts received from the Acquiring Company are presented as a financial liability under short-term credit. As of December 31, 2022, utilization of the securitization facility within this framework amounted to $233 million (December 31, 2021 - $180 million).
| D. | Information on material loans and debentures outstanding as of December 31, 2022:
Instrument type | Loan date | Original principal (millions) | Currency | Carrying amount ($ millions) | Interest rate | Principal repayment date | Additional information
Debentures - Series F | May 2018, December 2020 | 693 | US Dollar | 714 | 6.38% | May 2038 | (3), (4)
Debentures - Series E | April 2016 | 1,569 | Israeli Shekel | 223 | 2.45% | 2021- 2024 (Annual installment) | Partially repaid (1), (3)
Debentures (private offering) – 3 series | January 2014 | 275 | US Dollar | 145 46 | 5.16% 5.31% | January 2024 January 2026 | (3), (4)
Debentures - Series G | January/May 2020 | 766 | Israeli Shekel | 208 | 2.40% | 2022- 2034 (Annual installment) | (1), (3)
Debentures - Series D | December 2014 | 184 | US Dollar | 184 | 4.50% | December 2024 | (3), (4)
SLL | September 2021 | 250 | Euro | 266 | 0.80% | September 2026 | (5)
Loan - European Bank | September 2021 | 25 | Euro | 27 | 0.95% | June 2025 |
Loan-Israeli institutions | November 2013 | 300 | Israeli Shekel | 40 | 4.74% | 2015-2024 (Annual installment) | Partially repaid
Additional Information:
| (1) | In March 2022, the Company repaid, as scheduled, NIS 392 million (approx. $123 million) of Series E Bond. In December 2022, the Company repaid NIS 15 million (approx. $4 million) of Series G Bond, as scheduled.
| (2) | In April 2022, the Company prepaid its MUFG credit facility loan of BRL180 million and terminated its BRL 230 million (about $48 million) credit facility in Brazil.
| (3) | As of July 5, 2022, the S&P credit rating agency reaffirmed the Company’s international credit rating and senior unsecured rating of 'BBB-'. In addition, the S&P Maalot credit rating agency reaffirmed the Company’s credit rating of 'ilAA' with a stable rating outlook.
| (4) | In June 2022, Fitch Ratings reaffirmed the Company’s long-term issuer default rating and senior unsecured rating at 'BBB-'. The outlook on the long-term issuer default rating is stable.
| (5) | The loan includes three sustainability performance targets: (1) an annual 4% to 5% reduction in direct and indirect Scope 1 and Scope 2 CO2 emissions resulting from ICL global operations. (2) Through 2025, the Company is committed to adding a significant number of Tfs (Together for Sustainability) qualified vendors each year who meet criteria of management, environment, health and safety, labor and human rights, ethics, and governance and (3) for female to hold at least 25% of senior management roles, by the end of 2024. As of December 31, 2022, the Company is in compliance with the relevant sustainability performance targets.
| (6) | As of December 31, 2022, the Company is in compliance with all its financial covenants set forth in its financing agreements. See item F below.
| E. | Credit facilities:
Issuer | Group of international banks | European bank
Date of the credit facility | March 2015 | December 2016
Date of credit facility termination | March 2025 | May 2024
The amount of the credit facility | USD 1,100 million (1) | USD 30 million
Credit facility has been utilized | Euro 330 million | USD 30 million
Interest rate | Up to 33% use of the credit: Libor/Euribor + 0.70%. From 33% to 66% use of the credit: Libor/Euribor + 0.80% 66% or more use of the credit: Libor/Euribor + 0.95% | Libor + 0.80%
Loan currency type | USD and Euro loans | USD loans
Pledges and restrictions | Financial covenants - see Section D, a cross-default mechanism and a negative pledge. | Financial covenants - see Section D and a negative pledge.
Non-utilization fee | 0.21% | -
| (1) | In July 2022, the long-term credit facility decreased by $100 million following an agreement on early termination with one of the banks, a few months prior to the official termination date. The updated total credit facility is $1,100 million. most banks signed on to continue the credit facility agreement, and from March 2023 to March 2025, the total credit facility will amount to $1,000 million.
| F. | Restrictions on the Group relating to the receipt of credit
As part of the loan agreements the Company has signed, various restrictions apply including sustainability performance targets and financial covenants, a cross‑default mechanism and a negative pledge. Set forth below is information regarding the financial covenants applicable to the Company as part of the loan agreements and the compliance therewith. For the Company’s sustainability performance targets see item D(5) above. Financial Covenants:
Financial Covenants (1) | Financial Ratio Required under the Agreement | Financial Ratio December 31, 2022
Total shareholder’s equity | Equity greater than $2,000 million | $5,464 million
Ratio of EBITDA to the net interest expenses | Equal to or greater than 3.5 | 39.79
Ratio of the net financial debt to EBITDA | Less than 3.5 | 0.53
Ratio of certain subsidiaries loans to the total assets of the consolidated company | Less than 10% | 2.69%
| (1) | The examination of compliance with the financial covenants is based on the Company’s consolidated financial statements. As of December 31, 2022, the Company complies with all of its financial covenants.
| G. | Pledges and Restrictions Placed in Respect of Liabilities
| (1) | The Company has undertaken various obligations in respect of loans and credit lines from banks, including a negative pledge, whereby the Company committed, among other things, in favor of the lenders, to limit guarantees and indemnities to third parties (other than guarantees in respect of subsidiaries) up to an agreed amount of $550 million. The Company has also committed to grant loans only to subsidiaries and to associated companies, in which it holds at least 25% of the voting rights. The Company has further committed not to grant any credit, other than in the ordinary course of business, and not to register any charges on its existing and future assets and income. For further information regarding the covenants in respect of these loans and credit lines, see item F above.
| (2) | As of December 31, 2022, the total guarantees provided by the Company were in the amount of $127 million (December 31, 2021 - $93 million).

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