6-K 1 zk2431435.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 2024
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 ☐

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 and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.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(Filing Number: 2022-02-019821) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.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 2024 Investor Presentation

First Quarter2024 Financial Results Raviv Zoller | President and CEO May 9, 2024

Important legal notes Disclaimer and safe harbor for forward-looking statements This presentation contains statements that constitute “forward‑looking statements,” many of which can be identified by the use of forward‑looking words such as “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “estimate,” “strive,” “forecast,” “targets” and “potential,” among others. The company is relying on the safe harbor provided in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, in making such forward-looking statements. Forward‑looking statements appear in a number of places in this announcement and include, but are not limited to, statements regarding intent, belief or current expectations. Forward‑looking statements are based on management’s beliefs and assumptions and on information currently available to management. Such statements are subject to risks and uncertainties and actual results may differ materially from those expressed or implied in the forward‑looking statements due to various factors, including, but not limited to: Loss or impairment of business licenses or mineral extractions permits or concessions; volatility of supply and demand and the impact of competition; the difference between actual reserves and reserve estimates; natural disasters and cost of compliance with environmental regulatory legislative and licensing restrictions including laws and regulation related to, and physical impacts of climate change and greenhouse gas emissions; failure to "harvest" salt which could lead to accumulation of salt at the bottom of the evaporation Pond 5 in the Dead Sea; litigation, arbitration and regulatory proceedings; disruptions at seaport shipping facilities or regulatory restrictions affecting the ability to export products overseas; changes in exchange rates or prices compared to those the company is currently experiencing; general market, political or economic conditions in the countries in which the company operates; price increases or shortages with respect to principal raw materials; pandemics may create disruptions, impacting sales, operations, supply chain and customers; delays in termination of engagements with contractors and/or governmental obligations; the inflow of significant amounts of water into the Dead Sea which could adversely affect production at the plants; labor disputes, slowdowns and strikes involving employees; pension and health insurance liabilities; changes to governmental incentive programs or tax benefits, creation of new fiscal or tax related legislation; and/or higher tax liabilities; changes in evaluations and estimates, which serve as a basis for the recognition and manner of measurement of assets and liabilities; failure to integrate or realize expected benefits from mergers and acquisitions, organizational restructuring and joint ventures; currency rate fluctuations; rising interest rates; government examinations or investigations; information technology systems or breaches of the company, or its service providers', data security; failure to retain and/or recruit key personnel; inability to realize expected benefits from the company’s cost reduction program according to the expected timetable; inability to access capital markets on favorable terms; cyclicality of the businesses; the company is exposed to risks relating to its current and future activity in emerging markets; changes in demand for its fertilizer products due to a decline in agricultural product prices, lack of available credit, weather conditions, government policies or other factors beyond the company’s control; disruption of the company, or its service providers', sales of magnesium products being affected by various factors that are not within the company’s control; volatility or crises in the financial markets; hazards inherent to mining and chemical manufacturing; the failure to ensure the safety of the company’s workers and processes; exposure to third party and product liability claims; product recalls or other liability claims as a result of food safety and food-borne illness concerns; insufficiency of insurance coverage; war or acts of terror and/or political, economic and military instability in Israel and its region, including the current state of war declared in Israel and any resulting disruptions to supply and production chains; filing of class actions and derivative actions against the company, its executives and Board members; closing of transactions, mergers and acquisitions; and other risk factors discussed under ”Item 3 - Key Information— D. Risk Factors" in the company's Annual Report on Form 20-F for the year ended December 31, 2023, filed with the U.S. Securities and Exchange Commission (SEC) on March 14, 2024 (the Annual Report). Forward‑looking statements speak only as of the date they are made, and, except as otherwise required by law, the company does not undertake any obligation to update them in light of new information or future developments or to release publicly any revisions to these statements, targets or goals in order to reflect later events or circumstances or to reflect the occurrence of unanticipated events. Investors are cautioned to consider these risk and uncertainties and to not place undue reliance on such information. Forward-looking statements should not be read as a guarantee of future performance or results and are subject to risks and uncertainties, and the actual results may differ materially from those expressed or implied in the forward-looking statements. This report for the first quarter of 2024 should be read in conjunction with the Annual Report of 2023 published by the company on Form 20-F, as of and for the year ended December 31, 2023, including the description of events occurring subsequent to the date of the statement of financial position, as filed with the U.S. SEC. 2

Sales of $1,735M and adjusted EBITDA(1) of $362M – up sequentially Adjusted diluted EPS(1) of $0.09, with quarterly dividend of ~$0.05 per share Limited impact of war-related disruptions and maintained good production levels Maintained focus on cash generation Continued execution of cost savings and efficiency efforts Remained focused on specialties-driven product portfolio innovation and expansion Global demand stabilized, as key end-markets showing signs of recovery (1) Adjusted EBITDA and adjusted diluted EPS are non-GAAP financial measures; please see appendix for additional details. 3 First quarter results Solid sequential quarterly improvement

Key financial highlights 4 US$M US$M (1) Adjusted EBITDA and margin, adjusted diluted EPS and free cash flow are non-GAAP financial measures; see reconciliation tables in appendix. Note: Specialties-driven sales includes Industrial Products, Phosphate Solutions and Growing Solutions; see appendix for additional details. In 2024, ICL moved its Prolactal business from Phosphate Solutions to Other. As a result, historical segment data has been restated. Specialties-driven results Free cash flow(1) US$ Adjusted diluted EPS(1) US$M US$M Sales Operating cash flow US$M Adjusted EBITDA(1) 29% 21% 21% 1Q’23 4Q’23 1Q’24 Sales EBITDA 20% 16% 18%

Key developments Sequential quarterly improvement – sales up +10%, EBITDA up ~30%, on higher volumes Softness continued in electronics and construction end-markets Clear brine fluid demand remained stable Specialty minerals results up sequentially EU Commission imposed anti-dumping measures on phosphorous-based imports from China in April Note: Segment EBITDA and margin are non-GAAP financial measures; please see appendix for additional details. 5 Industrial Products US$M EBITDA US$M Sales 21% 19% 29%

Total sales volume of 1,084kmt versus 1,179kmt in 4Q’23 and 963kmt in 1Q’23 Successful annual Dead Sea maintenance completed in March Strong production execution in Spain, on track for FY production goals Average potash CIF price per ton of $324 – down vs. $345 in 4Q’23 and $541 in 1Q’23 Potash demand robust – high levels of potassium deficiency in soil a clear threat to yields Note: Segment EBITDA and margin are non-GAAP financial measures; please see appendix for additional details. 6 Potash 29% 35% 50% US$M EBITDA US$M Sales Key developments

Key developments Sequential quarterly sales increased on higher volumes Stable commodity pricing and lower raw material costs supported results Continued strong results at YPH China Signed three new MOUs for NA battery materials expansion Weighing technological/business opportunities to advance long-term battery material goals, leveraging customer IQ center Notes: Segment EBITDA and margin are non-GAAP financial measures; please see appendix for additional details. In 2024, ICL moved its Prolactal business from Phosphate Solutions to Other. As a result, historical segment data has been restated. For 1Q’24, Phosphate Specialties comprised $320M of segment sales, $44M of operating income, $12M of D&A and represented $56M of EBITDA, while Phosphate Commodities comprised $239M of segment sales, $40M of operating income, $35M of D&A and represented $75M of EBITDA. 7 Phosphate Solutions 23% 27% 25% US$M EBITDA US$M Sales

Sequential quarterly EBITDA improvement North America up YoY, while Asia improved sequentially Slower start in Brazil vs. prior year, with soft start to spring in Europe Successfully launched ~10 new global products, with focus on North America, Brazil and China Strategic leadership transition in Europe Note: Segment EBITDA and margin are non-GAAP financial measures; please see appendix for additional details. 8 Growing Solutions 9% 3% 8% US$M EBITDA US$M Sales Key developments

Quarterly highlights Continued focus on innovation and sustainability Third plant nutrition innovation center accredited in Brazil Acquisition of Brazilian biologicals company, Nitro 1000 Battery materials customer innovation and qualification center (CIQC) on track Introduced multiple new product launches Added capacity for specialty fertilizer solutions Improvement in Sustainalytics ESG risk rating CDP climate change rating improved to A- Repositioned Prolactal dairy protein business Harvard HBS Case recognized ICL’s internal innovation engine 9

First Quarter 2024 Financial Results Aviram Lahav CFO

11 Inflation generally stable Interest rates elevated but steady Geopolitical situation increasingly tense Global outlook to improve in 2H’24 Grain prices trended lower Farmer sentiment moderated Commodity fertilizer prices declined Freight rates remain elevated Macro overview

Inflation Rate Global industrial production YoY change Sources: Inflation – Bloomberg, as of 3.31.24. Interest rates – Global-rates.com, as of 4.11.24. Global industrial production – Oxford Economics, CRU, as of April 2024. U.S. housing starts – Bloomberg, as of 4.23.24. 12 Global indicators U.S. housing starts in thousands Interest rates Percentage

Key market metrics | fertilizers Farmer sentiment Index Inputs US$ Supramax Timecharter Average US$/day Sources: Grain Price Index – CRU, as of 3.31.24. Farmer sentiment – Purdue/CME Ag Economy Barometer, as of 3.31.24. gMOP (US$/st) and phosphoric acid (US$/ton) – CRU, as of 3.31.24. Supramax - Hudson Shipping, as of 3.29.24. 13 Grain Price Index US¢/bushel

Key market metrics | energy storage and EVs WPA demand ‘000s mt P2O5 Technical MAP demand ‘000s mt Global LFP phosphate demand ‘000s mt P2O5 (1) Includes eShips, consumer electronics, low-speed electric vehicles (LSEV), electric vertical take-off and landing (eVTOL), and two-wheelers. Sources: NA LFP CAM demand – IHS, SMM, WoodMac, interviews with market participants, and Roland Berger, as of December 2023. Phosphate demand for battery sector – CRU, 2024 forecast. 14 North American LFP CAM demand ‘000s mt 29 133 227 403 589 (1)

15 Sales bridge First quarter 2024 Notes: Numbers rounded to closest million; Other includes intercompany eliminations. Sales by segment US$M Sales US$M

16 Profit bridge First quarter 2024 (1) Adjusted EBITDA is a non-GAAP financial measure; please see reconciliation tables in appendix.Notes: Numbers rounded to closest million; Other includes intercompany eliminations. Adjusted EBITDA(1) by segment US$M Adjusted EBITDA(1) US$M

17 MOP industry cost curve Cash costs US$/t, excluding royalties, FOB load port Potash ASP US$ Sources: Cost curve – data shown for 2023 and used with permission of CRU International Ltd. 2024, all rights reserved. Potash ASP – Visible Alpha, as of 5.8.24. 0 10 20 30 40 50 Production Mt $500 $400 $300 $200 $100 $0 ICL DSW Potash costs and prices Leading positions

18 Bromine industry cost curve Bromine concentration Bromine quality and costs Leading positions Sources: Right graph – Weizmann Institute of Science; left graph – internal calculations. Sea Water(China, Japan) Underground Wells (China) Salt Lake (India) Underground Wells (USA) Dead Sea(Israel, Jordan) 0.06 to 0.11 0.1 to 0.2 2.5 to 4.5 3.5 to 5.5 10.0 to 12.0 China & Japan ICL Jordan Arkansas, U.S. India kT 700 400 300 200 100 500 600 Djibouti g/L Relative production cost

19 Highlights Reduced SG&A sequentially by ~5% Savings and efficiency efforts continued Effective cash conversion Available resources of $1.7B Net debt to adjusted EBITDA(1) of 1.3 Quarterly dividend distribution of $59M, for 3.9% yield Note: Available cash resources as of 3.31.24 and comprised of cash and deposits, unutilized revolving credit facility, and unutilized securitization. Dividend yield shown on TTM basis. (1) Net debt to adjusted EBITDA (as of 3.31.24) is a non-GAAP financial measures; please see appendix for additional details. Driving efficiencies and delivering shareholder returns Financial overview

20 Specialties-driven EBITDA(1) of $0.7B to $0.9B Potash sales volumes of 4.6M to 4.9M metric tons Expected tax rate of approximately 30% Full year 2024 Reiterating guidance (1) Specialties-driven EBITDA includes Industrial Products, Phosphate Solutions and Growing Solutions and is a non-GAAP measure; please see appendix for additional details.

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 2024

Phosphate Solutions(2) US$M 1Q’24 4Q’23 1Q’23 Segment sales $559 $515 $675 Segment operating income $84 $85 $119 Segment operating margin 15% 17% 18% Depreciation and amortization $47 $54 $52 Segment EBITDA $131 $139 $171 Segment EBITDA margin 23% 27% 25% Calculation of segment EBITDA First quarter of 2024 Industrial Products US$M 1Q’24 4Q’23 1Q’23 Segment sales $335 $299 $361 Segment operating income $59 $39 $90 Segment operating margin 18% 13% 25% Depreciation and amortization $13 $17 $15 Segment EBITDA $72 $56 $105 Segment EBITDA margin 21% 19% 29% Growing Solutions US$M 1Q’24 4Q’23 1Q’23 Segment sales $479 $478 $564 Segment operating income $23 ($5) $32 Segment operating margin 5% (1%) 6% Depreciation and amortization $19 $20 $13 Segment EBITDA $42 $15 $45 Segment EBITDA margin 9% 3% 8% Potash(1) US$M 1Q’24 4Q’23 1Q’23 Segment sales $423 $474 $600 Segment operating income $62 $122 $254 Segment operating margin 15% 26% 42% Depreciation and amortization $62 $46 $44 Segment EBITDA $124 $168 $298 Segment EBITDA margin 29% 35% 50% (1) A reclassification of an immaterial provision in 3Q’23 resulted in slight shift in 1Q’23 historical sales. In 1Q’24, adjusted EBITDA was positively impacted by an immaterial accounting reclassification. Please refer to the 6-K filing for additional details. (2) For 1Q’24, Phosphate Specialties comprised $320M of segment sales, $44M of operating income, $12M of D&A and represented $56M of EBITDA, while Phosphate Commodities comprised $239M of segment sales, $40M of operating income, $35M of D&A and represented $75M of EBITDA. In 2024, ICL moved its Prolactal business from Phosphate Solutions to Other and, as a result, historical segment data has been restated. Note: Numbers may not add, due to rounding and set-offs. 23

Segment results analysis First quarter of 2024 Segment Sales US$M Industrial Products Potash(1) Phosphate Solutions(2) Growing Solutions 1Q’23 $361 $600 $675 $564 Quantity $55 $74 ($18) $33 Price ($81) ($254) ($93) ($126) Exchange rates - $3 ($5) $8 1Q’24 $335 $423 $559 $479 Segment EBITDA US$M Industrial Products Potash(1) Phosphate Solutions(2) Growing Solutions 1Q’23 $105 $298 $171 $45 Quantity $24 $32 ($3) $9 Price ($81) ($254) ($93) ($126) Exchange rates $6 $9 $7 $1 Raw materials $7 $2 $38 $98 Energy $2 $13 $3 $2 Transportation $3 ($3) $1 - Operating and other expenses $6 $27 $7 $13 1Q’24 $72 $124 $131 $42 24 (1) A reclassification of an immaterial provision in 3Q’23 resulted in slight shift in 1Q’23 historical sales. In 1Q’24, adjusted EBITDA was positively impacted by an immaterial accounting reclassification. Please refer to the 6-K filing for additional details. (2) For 1Q’24, Phosphate Specialties comprised $320M of segment sales, $44M of operating income, $12M of D&A and represented $56M of EBITDA, while Phosphate Commodities comprised $239M of segment sales, $40M of operating income, $35M of D&A and represented $75M of EBITDA. In 2024, ICL moved its Prolactal business from Phosphate Solutions to Other and, as a result, historical segment data has been restated. Note: Numbers may not add, due to rounding and set-offs.

Reconciliation tables Calculation of adjustments for first quarter of 2024 Adjusted EBITDA US$M 1Q’24 4Q’23 1Q’23 Net income $126 $84 $294 Financing expenses, net $35 $33 $44 Taxes on income $42 $33 $127 Less: Share in earnings of equity-accounted investees - ($1) - Operating income $203 $149 $465 Depreciation and amortization $147 $146 $130 Adjustments(1) $12 $62 $15 Adjusted EBITDA $362 $357 $610 Free cash flow US$M 1Q’24 4Q’23 1Q’23 Cash flow from operations $279 $415 $382 Additions to PP&E, intangible assets, and dividends from equity-accounted investees(2) ($145) ($255) ($162) Free cash flow $134 $160 $220 Adjusted NI and diluted EPS US$M, ex. per share 1Q’24 4Q’23 1Q’23 Net income, attributable $109 $67 $280 Adjustments(1) $12 $62 $15 Total tax adjustments ($3) ($6) ($3) Adjusted net income, attributable $118 $123 $292 Weighted-average number of diluted ordinary shares outstanding in millions 1,290 1,291 1,291 Adjusted diluted EPS $0.09 $0.10 $0.23 Net debt to adjusted EBITDA(3) US$M 1Q’24 Net debt $1,847 Adjusted EBITDA $1,463 Net debt to adjusted EBITDA 1.3 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) Also includes proceeds from sale of property, plants and equipment (PP&E). (3) Net debt to adjusted EBITDA ratio is calculated by dividing net debt, without securitization, by past four quarters adjusted EBITDA. 25

Guidance and non-GAAP financial measures Guidance: The company only provides guidance on a non-GAAP basis. The company does 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 that are necessary for such 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 adjusted EBITDA (non-GAAP). The guidance speaks only as of the date hereof. The company undertakes no obligation to update any of these forward-looking statements to reflect events or circumstances after the date of this news release or to reflect actual outcomes, unless required by law. The company provides guidance for specialties-driven adjusted EBITDA, which includes Industrial Products, Growing Solutions and Phosphate Solutions, as the Phosphate Solutions business is now predominantly specialties focused. For the Potash business, the company is providing sales volume guidance. The company believes this information provides greater transparency, as these new metrics are less impacted by fertilizer commodity prices, given the extreme volatility in recent years. Non-GAAP financial measures: The company discloses 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. 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. The company calculates adjusted operating income by adjusting 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. The company calculates adjusted net income attributable to the company’s shareholders by adjusting 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. The company calculates diluted adjusted earnings per share by dividing adjusted net income by the weighted-average number of diluted ordinary shares outstanding. 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 certain adjustments 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. 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 the company’s 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 the company’s non-IFRS financial measures as tools for comparison. However, the company believes 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 ongoing operations. Management uses these non-IFRS measures to evaluate the company's business strategies and management performance. The company believes these non‑IFRS measures provide useful information to investors because they improve the comparability of financial results between periods and provide for greater transparency of key measures used to evaluate performance. The company presents a discussion in the period-to-period comparisons of the primary drivers of change 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 on the company’s businesses. The company has based the following discussion on its financial statements. You should read such discussion together with the company’s financial statements. 26

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, Chief Compliance Officer & Corporate Secretary

Date: May 9, 2024