Foreign Filer Report • May 10, 2018
Foreign Filer Report
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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, 2018
Commission File Number: 001-13742
(Exact name of registrant as specified in its charter)
Israel Chemicals 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 | X | 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 X
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 X
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 Israel Chemicals 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 and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

| March 31, 2018 \$ millions |
March 31, 2017 \$ millions |
December 31, 2017 \$ millions |
|
|---|---|---|---|
| Current assets | |||
| Cash and cash equivalents | 798 | 81 | 83 |
| Short-term investments and deposits | 78 | 38 | 90 |
| Trade receivables | 1,014 | 968 | 932 |
| Inventories | 1,255 | 1,248 | 1,226 |
| Assets held for sale | - | 122 | 169 |
| Other receivables | 296 | 247 | 225 |
| Total current assets | 3,441 | 2,704 | 2,725 |
| Non-current assets | |||
| Investments in equity-accounted investees | 30 | 31 | 29 |
| Investments at fair value through other comprehensive income | 219 | 240 | 212 |
| Deferred tax assets | 123 | 144 | 132 |
| Property, plant and equipment | 4,577 | 4,349 | 4,521 |
| Intangible assets | 732 | 829 | 722 |
| Other non-current assets | 448 | 336 | 373 |
| Total non-current assets | 6,129 | 5,929 | 5,989 |
| Total assets | 9,570 | 8,633 | 8,714 |
|---|---|---|---|
| Current liabilities | |||
| Short-term credit | 642 | 590 | 822 |
| Trade payables | 736 | 695 | 790 |
| Provisions | 59 | 92 | 78 |
| Liabilities held for sale | - | - | 43 |
| Other current liabilities | 689 | 701 | 595 |
| Total current liabilities | 2,126 | 2,078 | 2,328 |
| Non-current liabilities | |||
| Long-term debt and debentures | 2,503 | 2,791 | 2,388 |
| Deferred tax liabilities | 255 | 305 | 228 |
| Long-term employee provisions | 588 | 595 | 640 |
| Provisions | 206 | 174 | 193 |
| Other non-current liabilities | 17 | 9 | 7 |
| Total non-current liabilities | 3,569 | 3,874 | 3,456 |
| Total liabilities | 5,695 | 5,952 | 5,784 |
| Equity | |||
| Total shareholders' equity | 3,804 | 2,603 | 2,859 |
| Non-controlling interests | 71 | 78 | 71 |
| Total equity | 3,875 | 2,681 | 2,930 |
| Total liabilities and equity | 9,570 | 8,633 | 8,714 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
(In millions except per share data)
| For the three-month period ended |
For the year ended |
|||
|---|---|---|---|---|
| March 31, 2018 | March 31, 2017 | |||
| \$ millions | \$ millions | \$ millions | ||
| Sales | 1,404 | 1,295 | 5,418 | |
| Cost of sales | 973 | 937 | 3,746 | |
| Gross profit | 431 | 358 | 1,672 | |
| Selling, transport and marketing expenses | 200 | 180 | 746 | |
| General and administrative expenses | 70 | 66 | 261 | |
| Research and development expenses | 14 | 15 | 55 | |
| Other expenses | 8 | - | 90 | |
| Other income | (846) | (19) | (109) | |
| Operating income | 985 | 116 | 629 | |
| Finance expenses | 40 | 91 | 229 | |
| Finance income | (25) | (77) | (105) | |
| Finance expenses, net | 15 | 14 | 124 | |
| Share in earnings of equity-accounted investees | 1 | 1 | - | |
| Income before income taxes | 971 | 103 | 505 | |
| Provision for income taxes | 45 | 42 | 158 | |
| Net income | 926 | 61 | 347 | |
| Net loss attributable to the non-controlling interests | (2) | (7) | (17) | |
| Net income attributable to the shareholders of the Company | 928 | 68 | 364 |
| Basic earnings per share (in dollars) | 0.73 | 0.05 | 0.29 |
|---|---|---|---|
| Diluted earnings per share (in dollars) | 0.73 | 0.05 | 0.29 |
| Weighted-average number of ordinary shares outstanding: | |||
| Basic (in thousands) | 1,276,349 | 1,276,098 | 1,276,072 |
| Diluted (in thousands) | 1,277,595 | 1,276,975 | 1,276,997 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
| For the three-month period ended |
For the year ended |
||
|---|---|---|---|
| March 31, 2018 | March 31, 2017 | December 31, 2017 |
|
| \$ millions | \$ millions | \$ millions | |
| Net income | 926 | 61 | 347 |
| Components of other comprehensive income that will be reclassified subsequently to net income |
|||
| Currency translation differences | 42 | 30 | 152 |
| Net changes of investments at fair value through other comprehensive income | (2) | (15) | (57) |
| Tax income relating to items that will be reclassified subsequently to net income | - | 4 | 5 |
| 40 | 19 | 100 | |
| Components of other comprehensive income that will not be reclassified to net income | |||
| Actuarial gains (losses) from defined benefit plan | 48 | (4) | (17) |
| Tax income (expense) relating to items that will not be reclassified to net income | (8) | 1 | 3 |
| 40 | (3) | (14) | |
| Total comprehensive income | 1,006 | 77 | 433 |
| Comprehensive loss attributable to the non-controlling interests | - | (7) | (13) |
| Comprehensive income attributable to the shareholders of the Company | 1,006 | 84 | 446 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
3 Israel Chemicals Limited Quarterly Report
| For the three-month period ended | ||||
|---|---|---|---|---|
| March 31, 2018 | March 31, 2017 | December 31, 2017 \$ millions |
||
| \$ millions | \$ millions | |||
| Cash flows from operating activities | ||||
| Net income | 926 | 61 | 347 | |
| Adjustments for: | ||||
| Depreciation and amortization | 97 | 94 | 390 | |
| Impairment | - | - | 28 | |
| Exchange rate and interest expenses, net | - | 57 | 137 | |
| Share in earnings of equity-accounted investees, net | (1) | (1) | - | |
| Gain from divestiture of businesses | (841) | - | (54) | |
| Other capital gains | - | (9) | - | |
| Share-based compensation | 8 | 2 | 16 | |
| Deferred tax expenses (income) | 28 | 13 | (46) | |
| (709) | 156 | 471 |
| Change in trade and other receivables (44) (23) 21 Change in trade and other payables (69) (32) (45) (26) 5 (4) Change in provisions and employee benefits Net change in operating assets and liabilities (181) (22) 29 36 195 847 Net cash provided by operating activities Cash flows from investing activities Investments in shares and proceeds from deposits, net 10 (10) (65) Purchases of property, plant and equipment and intangible assets (127) (106) (457) Proceeds from divestiture of businesses 931 - 6 Proceeds from sale of equity-accounted investee - - 168 Dividends from equity-accounted investees - 3 3 - 12 12 Proceeds from sale of property, plant and equipment 814 (101) (333) Net cash provided by (used in) investing activities Cash flows from financing activities Dividends paid to the Company's shareholders (69) (60) (237) Receipt (repayment) of long-term debt, net 168 (5) (421) Short-term credit from banks and others, net (238) (36) 147 (139) (101) (511) Net cash used in financing activities Net change in cash and cash equivalents 711 (7) 3 Cash and cash equivalents as at the beginning of the period 88 87 87 Net effect of currency translation on cash and cash equivalents (1) 1 (2) - - (5) Cash and cash equivalents included as part of assets held for sale Cash and cash equivalents as at the end of the period 798 81 83 |
Change in inventories | (42) | 28 | 57 |
|---|---|---|---|---|
The accompanying notes are an integral part of these condensed consolidated financial statements.
| For the three-month period ended | For the year ended |
|||
|---|---|---|---|---|
| March 31, 2018 | March 31, 2017 | December 31, 2017 |
||
| \$ millions | \$ millions | \$ millions | ||
| Income taxes paid, net of tax refunds | 29 | 21 | 127 | |
| Interest paid | 22 | 21 | 111 |
| As at | |
|---|---|
| March 31, 2018 | |
| \$ millions | |
| Cash and cash equivalents | 1 |
| Trade and other receivables | 34 |
| Inventories | 59 |
| Property, plant and equipment | 26 |
| Intangible assets | 64 |
| Trade payables and other current liabilities | (28) |
| Deferred tax liabilities | (3) |
| Net assets and liabilities | 153 |
| Consideration received in cash (1) | 965 |
| Income tax paid | (33) |
| Cash disposed of | (1) |
| Net cash inflow | 931 |
(1) The consideration includes a \$12 million VAT payments of the buyer that was paid by the Company in April 2018. In addition to the consideration received in cash, preferred equity certificates in the amount of \$57 million were also received.
| Non | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Attributable to the shareholders of the Company | controlling | Total | |||||||
| interests | equity | ||||||||
| Cumulative | Treasury | Total | |||||||
| Share | Share | translation | Capital | shares, | Retained | shareholders' | |||
| capital | premium | adjustments | reserves | at cost | earnings | equity | |||
| \$ millions | |||||||||
| For the three-month period ended March 31, 2018 |
|||||||||
| Balance as at January 1, 2018 |
545 | 186 | (333) | 30 | (260) | 2,691 | 2,859 | 71 | 2,930 |
| Share-based compensation | - | - | - | 8 | - | - 8 |
- | 8 | |
| Dividends | - | - | - | - | - | (69) | (69) | - | (69) |
| Comprehensive income | - | - | 40 | (2) | - | 968 | 1,006 | - | 1,006 |
| Balance as at March 31, 2018 |
545 | 186 | (293) | 36 | (260) | 3,590 | 3,804 | 71 | 3,875 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
| Non | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Attributable to the shareholders of the Company | controlling | Total | |||||||
| interests | equity | ||||||||
| Cumulative | Treasury | Total | |||||||
| Share | Share | translation | Capital | shares, | Retained | shareholders' | |||
| capital | premium | adjustments | reserves | at cost | earnings | equity | |||
| \$ millions | |||||||||
| For the three-month period ended March 31, 2017 |
|||||||||
| Balance as at January 1, 2017 |
544 | 174 | (481) | 79 | (260) | 2,518 | 2,574 | 85 | 2,659 |
| Share-based compensation | - | - | - | 2 | - | - 2 |
- | 2 | |
| Dividends | - | - | - | - | - | (57) | (57) | - | (57) |
| Comprehensive income (loss) |
- | - | 30 | (11) | - | 65 | 84 | (7) | 77 |
| Balance as at March 31, 2017 |
544 | 174 | (451) | 70 | (260) | 2,526 | 2,603 | 78 | 2,681 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
| Non | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Attributable to the shareholders of the Company | Total | ||||||||
| interests | equity | ||||||||
| Cumulative | Treasury | Total | |||||||
| Share | Share | translation | Capital | shares, | Retained | shareholders' | |||
| capital | premium | adjustments | reserves | at cost | earnings | equity |
| \$ millions | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| For the year ended December 31, 2017 |
|||||||||
| Balance as at January 1, 2017 |
544 | 174 | (481) | 79 | (260) | 2,518 | 2,574 | 85 | 2,659 |
| Share-based compensation | 1 | 12 | - | 3 | - | - | 16 | - | 16 |
| Dividends | - | - | - | - | - | (177) | (177) | (1) | (178) |
| Comprehensive income (loss) |
- | - | 148 | (52) | - | 350 | 446 | (13) | 433 |
| Balance as at December 31, 2017 |
545 | 186 | (333) | 30 | (260) | 2,691 | 2,859 | 71 | 2,930 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
Notes to the condensed consolidated interim financial statements as at March 31, 2018 (Unaudited)
Israel Chemicals Ltd. (hereinafter – the Company), is a leading global specialty minerals group that operates a unique, integrated business model.
The Company competitively extracts certain minerals as raw materials and utilizes sophisticated processing and product formulation technologies to add value to customers in two main end-markets: agriculture and industrial (including food additives).
ICL is a company domiciled and incorporated in Israel, the shares of which are traded on both the Tel-Aviv Stock Exchange (TASE) and the New York Stock Exchange (NYSE). The Company is a subsidiary of Israel Corporation Ltd.
The Company's financial statements are prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board (IASB) and the Company uses IFRS as its generally accepted accounting principles ("GAAP").
The condensed consolidated interim financial statements were prepared in accordance with IAS 34, "Interim Financial Reporting" and do not include all the information required in complete, annual financial statements. These condensed consolidated interim financial statements and notes are unaudited and should be read together with the Company's audited financial statements included in its Annual Report on Form 20-F as at and for the year ended December 31, 2017 (hereinafter – the Annual Financial Statements), as filed with the Securities and Exchange Commission ("SEC").
The accounting policies and assumptions used in preparation of these condensed consolidated interim financial statements are consistent with those used in preparation of the Company's Annual Financial Statements and in the Company's opinion include all the adjustments necessary to fairly present such information. Interim results are not necessarily indicative of the Company's expected results for the entire year.
As from January 1, 2018 the Company initially applies International Financial Reporting Standard 15 (hereinafter in this section - the Standard) which provides guidance on revenue recognition. The Standard establishes two approaches to revenue recognition: at a point in time or over time. The Standard introduces a five step model for analyzing transactions in order to determine the timing of the recognition and the amount of revenue. In addition, the Standard provides new and broader disclosure requirements than those existing today. The Company elected to apply the Standard using the cumulative effect approach.
Notes to the condensed consolidated interim financial statements as at March 31, 2018 (Unaudited)
The implementation of the Standard did not have a material effect on the financial statements, therefore the balance of retained earnings as of January 1, 2018 was not adjusted.
According to the Standard, the Company recognizes revenue when the customer obtains control over the promised goods or services. The revenue is measured according to the amount of the consideration to which the Company expects to be entitled in exchange for the goods or services promised to the customer, other than amounts collected for third parties.
As from the first quarter of 2018, the Company applies IFRS 9 (2014) "Financial Instruments" (hereinafter in this section – the Standard), which replaces IAS 39 "Financial Instruments: Recognition and Measurement" (hereinafter – IAS 39). The Company has chosen to apply the Standard as from January 1, 2018, without revision of the comparative data. Implementation of the Standard did not have a material effect on the financial statements and, therefore, the balance of retained earnings as of January 1, 2018 was not adjusted.
On the initial implementation date, the Company chose to designate the investment in YTH shares at fair value through other comprehensive income (under IAS 39, the investment in YTH shares was classified as an available-for-sale financial asset).
The Company initially recognizes trade receivables and debt instruments issued on the date that they are created. All other financial assets and financial liabilities are recognized initially on the trade date at which time the Company becomes a party to the contractual provisions of the instrument. Generally, a financial asset or financial liability is initially measured at fair value plus, in the case of a financial asset or financial liability not at fair value through profit or loss, transaction costs that are directly attributable to acquisition or issuance of the financial asset or financial liability. A trade receivable that does not include a significant financing component is initially measured at the transaction price.
Financial assets are classified at initial recognition to one of the following measurement categories: amortized cost; fair value through other comprehensive income – investments in debt instruments; fair value through other comprehensive income – investments in equity instruments; or fair value through profit or loss.
Notes to the condensed consolidated interim financial statements as at March 31, 2018 (Unaudited)
A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated at fair value through profit or loss:
It is held as part of a business model whose objective is to hold assets in order to collect the contractual cash flows; and
The contractual terms of the financial asset give rise on specified dates to cash flows representing solely payments of principal and interest on the principal amount outstanding.
In certain cases, on initial recognition of an equity investment that is not held for trading, the Group irrevocably elects to present subsequent changes in the investment's fair value in other comprehensive income. This election is made on an investment-by-investment basis.
All financial assets not classified as measured at amortized cost or fair value through other comprehensive income as described above, as well as financial assets designated at fair value through profit or loss, are measured at fair value through profit or loss. Upon initial recognition, the Group designates financial assets as at fair value through profit or loss if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.
The Group has balances of trade and other receivables and deposits that are held within a business model whose objective is collecting the contractual cash flows. The contractual cash flows of these financial assets represent solely payments of principal and interest that reflects consideration for the time value of money and the credit risk. Accordingly, these financial assets are measured at amortized cost.
At each reporting date, the Group assesses whether financial assets carried at amortized cost and debt instruments at fair value through other comprehensive income are credit-impaired. A financial asset is 'credit-impaired' when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.
Provisions for expected credit losses of financial assets measured at amortized cost are deducted from the gross carrying amount of the financial assets.
Impairment losses related to trade and other receivables, including contract assets, are presented separately in the statement of profit or loss and other comprehensive income. Impairment losses on other financial assets are presented under financing expenses.
Notes to the condensed consolidated interim financial statements as at March 31, 2018 (Unaudited)
ICL is a leading global specialty minerals company that operates a unique, integrated business model. The Company operates via two segments: the Essential Minerals segment and the Specialty Solutions segment.
Essential Minerals Segment – this segment includes three business lines: ICL Potash & Magnesium, ICL Phosphate Commodities and ICL Specialty Fertilizers. The segment targets agriculture markets and constantly focuses on efficiency, process innovation and operational excellence, in order to improve its competitive position.
ICL Potash & Magnesium – ICL Potash & Magnesium extracts potash from the Dead Sea and mines and produces potash and salt from subterranean mines in Spain and the UK. ICL Potash & Magnesium processes the potash into its types and markets it globally and also carries on other intercompany operations not solely related to the potash activities. ICL Potash & Magnesium also mines and produces Polysulphate™ (mined as polyhalite ore) in a subterranean mine in the UK. The magnesium business produces, markets and sells pure magnesium and magnesium alloys, and also produces dry carnallite and related by-products, including chlorine and sylvinite.
ICL Phosphate Commodities – ICL Phosphate Commodities mines and processes phosphate rock from open pit mines – three of which are located in the Negev Desert in Israel while the fourth is situated in the Yunnan province in China. In addition, ICL Phosphate Commodities produces sulphuric acid, fertilizer-grade ("green") phosphoric acid and phosphate fertilizers in its facilities in Israel, China and Europe, mainly used as a raw material for the production of the Company's downstream phosphate value chain and marketed worldwide, primarily in Europe, Brazil, India and China.
ICL Specialty Fertilizers – ICL Specialty Fertilizers produces water soluble specialty fertilizers in the Netherlands and Belgium, liquid fertilizers and soluble fertilizers in Israel and Spain, and controlled-release fertilizers in the Netherlands and the United States. ICL Specialty Fertilizers markets its products worldwide, mainly in Europe, China, North America and Israel.
Specialty Solutions Segment – This segment includes three business lines: ICL Industrial Products, ICL Advanced Additives and ICL Food Specialties. The segment targets industrial markets and concentrates on achieving growth through a highly-tailored customer focus, as well as product innovation and commercial excellence.
ICL Industrial Products – ICL Industrial Products produces bromine out of a solution that is created as a by-product of the KCl production process in Sodom, Israel, as well as bromine-based compounds. ICL Industrial Products uses most of the bromine it produces for self-production of bromine compounds at its production sites in Israel, the Netherlands and China. In addition, ICL Industrial Products produces several grades of KCl, salt, magnesium chloride and magnesia products. ICL Industrial Products is also engaged in the production and marketing of phosphorous-based flame retardants and additional phosphorus-based products.
Notes to the condensed consolidated interim financial statements as at March 31, 2018 (Unaudited)
ICL Advanced Additives – ICL Advanced Additives primarily develops, produces, markets and sells a broad range of acids and specialty phosphates for various applications in a large number of industries, including metal and water treatment, paints and coatings, cleaning materials, oral hygiene, carbonated drinks and asphalt modification. The diverse products and market base support and are consistent with the Company's strategy of increasing production of downstream products with higher added value. ICL Advanced Additives purifies some of the fertilizer-grade phosphoric acid manufactured by ICL Phosphate Commodities and also manufactures thermal phosphoric acid. The purified phosphoric acid and thermal phosphoric acid are used to manufacture downstream products with high added value – phosphate salts and acids – which are used in the various industries mentioned above. During the first quarter of 2018, ICL's fire safety and oil additives (P2S5) businesses were sold. For additional information see "Other Information".
ICL Food Specialties – ICL Food Specialties is a leader in developing and producing functional food ingredients and phosphate additives, which provide texture and stability solutions for the processed meat, poultry, seafood, dairy, beverage and baked goods markets. In addition, the business line produces milk and whey proteins for the food ingredients industry and provides blended, integrated solutions based on dairy proteins and phosphate additives. The business line operates primary production locations in Germany, the United States, Brazil, China, and Austria, which mainly process phosphates, milk, and spices, and also operates blending facilities in Germany, the UK, the United States, Brazil, Argentina and Australia, enabling the production of "customer specific" solutions that meet the requirements of the local market.
Other Activities – business activities that are not reviewed regularly by the organization's chief operating decision maker.
The capital investments made by the segments, for each of the reporting periods, include mainly property, plant and equipment and intangible assets acquired in the ordinary course of business and as part of business combinations.
Segment revenues, expenses and results include inter-segment transfers, which are priced mainly based on transaction prices in the ordinary course of business – this being based on reports that are regularly reviewed by the chief operating decision maker. These transfers are eliminated as part of consolidation of the financial statements. The segment profit is measured based on the operating income, without certain expenses that are not allocated to the operating segments including general and administrative expenses, as it is included in reports that are regularly reviewed by the chief operating decision maker.
Notes to the condensed consolidated interim financial statements as at March 31, 2018 (Unaudited)
| Specialty Solutions Segment |
Essential Minerals Segment |
Other Activities |
Eliminations | Consolidated |
|---|---|---|---|---|
| \$ millions | ||||
For the three-month period ended March 31, 2018
| Inter-segment sales | 18 | 62 | 2 | (82) | - |
|---|---|---|---|---|---|
| Total sales | 659 | 814 | 13 | (82) | 1,404 |
| Segment profit | 131 | 90 | 1 | 222 | |
| General and administrative expenses | (70) | ||||
| Other income not allocated to segments and intercompany eliminations |
833 | ||||
| Operating income | 985 | ||||
| Financing expenses, net | (15) | ||||
| Share in earnings of equity-accounted investee | 1 | ||||
| Income before taxes on income | 971 | ||||
| Capital expenditures | 19 | 93 | - | 112 1 |
|
| Capital expenditures not allocated | 113 | ||||
| Total capital expenditures | |||||
| Depreciation and amortization | 27 | 69 | 1 | 97 | |
| Total depreciation and amortization | 97 | ||||
Notes to the condensed consolidated interim financial statements as at March 31, 2018 (Unaudited)
| Specialty Solutions Segment |
Essential Minerals Segment |
Other Activities |
Eliminations | Consolidated | |
|---|---|---|---|---|---|
| \$ millions | |||||
| For the three-month period ended March 31, 2017 | |||||
| Sales to external parties | 599 | 686 | 10 | - | 1,295 |
| Inter-segment sales | 14 | 48 | 1 | (63) | - |
| Total sales | 613 | 734 | 11 | (63) | 1,295 |
| Segment profit | 115 | 66 | - | 181 | |
| General and administrative expenses | (66) | ||||
| Other unallocated income and intercompany eliminations |
1 | ||||
| Operating income | 116 | ||||
| Financing expenses, net | (14) | ||||
| Share in earnings of equity-accounted investee | 1 | ||||
| Income before taxes on income | 103 | ||||
| Capital expenditures | 12 | 99 | - | 111 | |
| Capital expenditures not allocated | 1 | ||||
| Total capital expenditures | 112 | ||||
| Depreciation and amortization | 28 | 65 | 1 | 94 | |
| Total depreciation and amortization | 94 |
Notes to the condensed consolidated interim financial statements as at March 31, 2018 (Unaudited)
| Specialty Solutions Segment |
Essential Minerals Segment |
Other Activities |
Eliminations | Consolidated |
|---|---|---|---|---|
| \$ millions |
| Sales to external parties | 2,588 | 2,789 | 41 | - | 5,418 |
|---|---|---|---|---|---|
| Inter-segment sales | 62 | 219 | 2 | (283) | - |
| Total sales | 2,650 | 3,008 | 43 | (283) | 5,418 |
| Segment profit | 554 | 359 | 1 | 914 | |
| General and administrative expenses | (261) | ||||
| Other expenses not allocated to segments and intercompany eliminations |
(24) | ||||
| Operating income | 629 | ||||
| Financing expenses, net | (124) | ||||
| Income before taxes on income | 505 | ||||
| Capital expenditures | 80 | 423 | 1 | 504 | |
| Capital expenditures not allocated | 3 | ||||
| Total capital expenditures | 507 | ||||
| Depreciation, amortization and impairment | 111 | 274 | 3 | 388 | |
| Depreciation ,amortization and impairment not allocated | 30 | ||||
| Total depreciation, amortization and impairment | 418 |
Notes to the condensed consolidated interim financial statements as at March 31, 2018 (Unaudited)
| 1-3/2018 | 1-3/2017 | 2017 | ||||
|---|---|---|---|---|---|---|
| \$ millions |
% of sales |
\$ millions |
% of sales |
\$ millions |
% of sales |
|
| Specialty Solutions Segment | ||||||
| Industrial Products | 317 | 22 | 310 | 24 | 1,193 | 22 |
| Advanced Additives | 177 | 13 | 169 | 13 | 877 | 16 |
| Food Specialties | 167 | 12 | 138 | 11 | 596 | 11 |
| 661 | 47 | 617 | 48 | 2,666 | 49 | |
| Essential Minerals Segment | ||||||
| Potash & Magnesium | 353 | 25 | 283 | 22 | 1,383 | 26 |
| Phosphate Commodities | 265 | 19 | 292 | 22 | 1,052 | 19 |
| Specialty Fertilizers | 221 | 16 | 192 | 15 | 692 | 13 |
| 839 | 60 | 767 | 59 | 3,127 | 58 | |
| Other activities and intercompany | ||||||
| sales | (96) | (7) | (89) | (7) | (375) | (7) |
| Total | 1,404 | 100 | 1,295 | 100 | 5,418 | 100 |
| 1-3/2018 | 1-3/2017 | 2017 | |||
|---|---|---|---|---|---|
| \$ millions |
% of sales |
\$ millions |
% of sales |
\$ millions |
% of sales |
| 583 | 42 | 534 | 41 | 1,918 | 35 |
| 334 | 24 | 282 | 22 | 1,342 | 25 |
| 267 | 19 | 294 | 23 | 1,175 | 22 |
| 119 | 8 | 98 | 8 | 666 | 12 |
| 101 | 7 | 87 | 6 | 317 | 6 |
| 1,404 | 100 | 1,295 | 100 | 5,418 | 100 |
Notes to the condensed consolidated interim financial statements as at March 31, 2018 (Unaudited)
E. Sales by Main Countries
| \$ millions |
% of sales |
\$ millions |
% of sales |
\$ millions |
% of sales |
|
|---|---|---|---|---|---|---|
| USA | 245 | 18 | 276 | 21 | 1,091 | 20 |
| China | 166 | 12 | 145 | 11 | 724 | 13 |
| United Kingdom | 117 | 8 | 89 | 7 | 328 | 6 |
| Brazil | 106 | 8 | 77 | 6 | 594 | 11 |
| Germany | 104 | 7 | 98 | 8 | 378 | 7 |
| France | 74 | 5 | 71 | 5 | 265 | 5 |
| Spain | 72 | 5 | 79 | 6 | 264 | 5 |
| Israel | 48 | 3 | 52 | 4 | 171 | 3 |
| Italy | 42 | 3 | 40 | 3 | 121 | 2 |
| India | 40 | 3 | 37 | 3 | 200 | 4 |
| All other | 390 | 28 | 331 | 26 | 1,282 | 24 |
| Total | 1,404 | 100 | 1,295 | 100 | 5,418 | 100 |
Notes to the condensed consolidated interim financial statements as at March 31, 2018 (Unaudited)
The carrying amounts of certain financial assets and financial liabilities, including cash and cash equivalents, short-term deposits and loans, receivables and other debit balances, short-term credit, payables and other credit balances and long-term loans bearing variable interest and other liabilities, correspond to or approximate their fair value.
The following table details the book value and fair value of financial instrument groups presented in the financial statements not in accordance with their fair value:
| March 31, 2018 | March 31, 2017 | December 31, 2017 | ||||
|---|---|---|---|---|---|---|
| Carrying amount \$ millions |
Fair value \$ millions |
Carrying amount \$ millions |
Fair value \$ millions |
Carrying amount \$ millions |
Fair value \$ millions |
|
| Loans bearing fixed interest | 294 | 302 | 285 | 298 | 271 | 279 |
| Debentures bearing fixed interest | ||||||
| Marketable | 1,248 | 1,280 | 1,232 | 1,236 | 1,247 | 1,291 |
| Non-marketable | 278 | 283 | 278 | 279 | 281 | 288 |
| 1,820 | 1,865 | 1,795 | 1,813 | 1,799 | 1,858 |
The following table presents an analysis of the financial instruments measured at fair value, using a valuation method in accordance with the fair value levels in the hierarchy.
Levels definitions:
Level 1: Quoted (unadjusted) prices in an active market for identical instruments.
Level 2: Observed data in the market (directly or indirectly) not included in Level 1 above. Level 3: Inputs that are not based on observable market data.
| March 31, 2018 | |
|---|---|
| Level 2 | |
| \$ millions | |
| Investments at fair value through other comprehensive income (1) | 219 |
| Derivatives used for economic hedging, net | 47 |
| 266 | |
| March 31, 2017 | |
| Level 2 | |
| \$ millions | |
| Investments at fair value through other comprehensive income (1) | 240 |
| Derivatives used for economic hedging, net | 51 |
| 291 | |
| December 31, 2017 Level 2 |
||
|---|---|---|
| \$ millions | ||
| Investments at fair value through other comprehensive income (1) | 212 | |
| Derivatives used for economic hedging, net | 63 | |
| 275 | ||
(1) Investment in 15% of the share capital of YTH, which is subject to a three-year lock-up period as required by Chinese law, which will expire in January 2019. Measurement of the fair value of the discount rate in respect of the lock-up period was calculated by use of the Finnerty 2012 Model and is based on an estimate of the period in which the restriction on marketability applies and a standard deviation of the yield on a YTH share in this period. The impact deriving from a possible and reasonable change in these data items, which are not observed, is not material.
20 Israel Chemicals Limited Quarterly Report
Notes to the condensed consolidated interim financial statements as at March 31, 2018 (Unaudited)
| Grant date | Employees entitled |
Number of instruments (millions) |
Issuance's details | Instrument terms | Vesting conditions | Expiration date |
|---|---|---|---|---|---|---|
| March 6, 2018 | Officers and senior employees |
5.6 | An issuance of non marketable and non transferrable options, for no consideration, under the 2014 Equity Compensation Plan to 509 ICL officers and senior employees in Israel and overseas. |
Upon exercise, each option may be converted into one ordinary share of NIS 1 par value of the Company. |
3 equal tranches: (1) one third at the end of 12 months after the grant date. (2) one third at the end of 24 months after the grant date. (3) one third at the end of 36 months after the grant date. |
March 6, 2025 |
| March 2018 Options Grant | ||||
|---|---|---|---|---|
| Share price | NIS 15.15 (\$4.38)* | |||
| CPI-linked exercise price | NIS 14.52 (\$4.20)* | |||
| Expected volatility | 28.90% | |||
| Expected life of options (in years) | 7 | |||
| Risk-free interest rate | 0.03% | |||
| Total fair value | \$8 million | |||
| Dividend – exercise price | Reduced on the "ex-dividend" date by the amount of the dividend per share |
* The share price and exercise price are translated based on the exchange rate on the grant date for convenience purposes only.
The options issued to the employees in Israel are covered by the provisions of Section 102 of the Israeli Income Tax Ordinance. The issuance will be performed through a trustee under the Capital Gains Track. The fair value of the options was estimated using the Black & Scholes model for pricing options. The exercise price is linked to the CPI that is known on the date of payment, which is the exercise date. In a case of distribution of a dividend by the Company, the exercise price is reduced on the "ex-dividend" date, by the amount of the dividend per share, based on the amount thereof in NIS on the effective date.
The expected volatility was determined on the basis of the historical volatility of the Company's share prices. The risk-free interest rate was determined on the basis of the yield to maturity of shekel-denominated Israeli Government debentures, with a remaining life equal to the anticipated life of the options.
The cost of the embedded benefits of the said plans will be recognized in the income statements over the vesting period.
The cost of grants complying with the Company's policy relating to "Rule 75" (accelerated vesting period for employees which their age plus their years of employments in the Company exceed 75) is recognized in the income statements at the grant day.
Notes to the condensed consolidated interim financial statements as at March 31, 2018 (Unaudited)
| Grant date | Employees entitled |
Number of instruments (millions) |
Vesting conditions | Instrument terms | Additional Information | Fair value at the grant date (\$ millions) |
|
|---|---|---|---|---|---|---|---|
| March 6, 2018 | Officers and senior employees |
1.7 | 3 equal tranches: (1) one third at the end of 12 months after the grant date. (2) one third at the end of 24 months after the grant date. (3) one third at the end of 36 months after the grant date. |
An issuance for no consideration, under the 2014 Equity Compensation Plan. |
The value of the restricted shares was determined according to the closing price on the TASE on the most recent trading day preceding the grant date. |
8 | |
| Dividend Distributions | |||||||
| Decision date for dividend distribution by the Board of Directors | Actual date of dividend Distributed distribution amount (\$ millions) |
Dividend per share (\$) |
|||||
| February 13, 2018 | March 14, 2018 | 70 | 0.05 |
* The dividend will be distributed on June 20, 2018, with a record date for eligibility for the dividend of June 6, 2018.
22 Israel Chemicals Limited Quarterly Report
Notes to the condensed consolidated interim financial statements as at March 31, 2018 (Unaudited)
Simultaneously, NPA filed an application for certification of a class action against the Company, Rotem and past and present officers of the Company and Rotem (jointly hereinafter - the Respondents), respecting to the Ashalim incident. According to NPA, the Respondents, jointly and\or severally, are liable for compensation due to the Ashalim incident, among other things by virtue of tort law, unjust enrichment law and by virtue of any law.
Within the Application the Court was requested, among other things, to issue orders the purpose of which is to take all necessary measures in order to prevent recurrence of the environmental hazard, and also to cooperate with NPA and the State's authorities in order to minimize the ecological and environmental damage and cause the restoration of the nature reserve. Furthermore, the Court is requested to grant monetary relief to the harmed public, due to the ecological and environmental damage, and to grant a monetary relief for purposes of restoration of the nature reserve, collectively in the amount of NIS 397 million (approximately \$110 million).
Notes to the condensed consolidated interim financial statements as at March 31, 2018 (Unaudited)
The Company is reviewing the Application and considering its legal steps. In light of the preliminary stages of the Application and the scarcity of similar precedents, at this stage, there is a difficulty in estimating the outcome of this proceeding.
24 Israel Chemicals Limited Quarterly Report

This announcement contains statements that constitute "forwardlooking statements", many of which can be identified by the use of forwardlooking words such as "anticipate'", "believe", "could", "expect", "should", "plan", "intend", "estimate" and "potential", among others.
Forwardlooking statements appear in a number of places in this announcement and include, but are not limited to, statements regarding our intent, belief or current expectations. Forwardlooking statements are based on our management's beliefs and assumptions and on information currently available to our management. Such statements are subject to risks and uncertainties, and the actual results may differ materially from those expressed or implied in the forwardlooking statements due to various factors, including, but not limited to:
Loss or impairment of business licenses or mining permits or concessions; volatility of supply and demand and the impact of competition; the difference between actual reserves and our reserve estimates; natural disasters; failure to raise the water level in evaporation Pond 5 in the Dead Sea; construction of a new pumping station; disruptions at our seaport shipping facilities or regulatory restrictions affecting our ability to export our products overseas; general market, political or economic conditions in the countries in which we operate; price increases or shortages with respect to our principal raw materials; delays in the completion of major projects by third party contractors and/or termination of engagements with contractors and/or governmental obligations; the inflow of significant amounts of water into the Dead Sea could adversely affect production at our plants; labor disputes, slowdowns and strikes involving our employees; pension and health insurance liabilities; changes to governmental programs or tax benefits, creation of new fiscal or tax related legislation; changes in our evaluations and estimates, which serve as a basis for the recognition and manner of measurement of assets and liabilities; higher tax 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; disruption of our information technology systems or breaches of our data security; failure to retain and/or recruit key personnel; inability to realize expected benefits from our cost reduction program according to the expected timetable; inability to access capital markets on favorable terms; cyclicality of our businesses; changes in demand for our fertilizer products due to a decline in agricultural product prices, lack of available credit, weather conditions, government policies or other factors beyond our control; volatility or crises in the financial markets; cost of compliance with environmental legislative and licensing restrictions; hazards inherent to chemical manufacturing; litigation, arbitration and regulatory proceedings; exposure to third party and product liability claims; insufficiency of insurance coverage; closing of transactions, mergers and acquisitions; war or acts of terror and/or political, economic and military instability in Israel and its region; filing of class actions and derivative actions against the Company, its executives and Board members; and other risk factors discussed under "Item 3 - Key Information— D. Risk Factors" in the Company's Annual Report on Form 20-F filed with the U.S Securities and Exchange Commission on March 7, 2018.
Forwardlooking statements speak only as of the date they are made, and we do not undertake any obligation to update or revise them or any other information contained in this report, whether as a result of new information, future developments or otherwise. You are advised, however, to read any additional disclosures included in the Immediate Reports furnished by the Company to the SEC on Form 6-K.
The attached report for the first quarter of 2018 (hereinafter – "the Quarterly Report") should be read in conjunction with the Annual Report published by the Company on Form 20-F as at and for the year ended December 31, 2017 (hereinafter – "the Annual Report"), including the description of the events occurring subsequent to the date of the statement of financial position, as filed with the U.S. Securities and Exchange Commission. As part of the Quarterly Report, the Company updated the disclosures provided in the Annual Report, to the extent there were material developments since the publication date of the Annual Report, on March 7, 2018, and up to the publication date of the Quarterly Report.
26 Israel Chemicals Limited Q1 2018 Results
We are a leading global specialty minerals company that operates a unique, integrated business model. We extract raw materials and utilize sophisticated processing and product formulation technologies to add value to customers in two key end-markets: agriculture and industrial. Our operations are organized under two segments: the Essential Minerals segment and the Specialty Solutions segment. The Essential Minerals segment includes three business lines: ICL Potash & Magnesium, ICL Phosphate Commodities and ICL Specialty Fertilizers. The Specialty Solutions segment includes three business lines: ICL Industrial Products, ICL Advanced Additives and ICL Food Specialties.
Our operations are organized under two segments: the Essential Minerals segment and the Specialty Solutions segment.
Essential Minerals Segment – this segment targets agriculture markets and constantly focuses on efficiency, process innovation and operational excellence, in order to improve its competitive position. The segment includes three business lines: ICL Potash & Magnesium, ICL Phosphate Commodities and ICL Specialty Fertilizers.
ICL Potash & Magnesium – ICL Potash & Magnesium extracts potash from the Dead Sea and mines and produces potash and salt from subterranean mines in Spain and the UK. ICL Potash & Magnesium processes the potash into its types and markets it globally and also carries on other intercompany operations not solely related to the potash activities. ICL Potash & Magnesium also mines and produces Polysulphate™ (mined as polyhalite ore) in a subterranean mine in the UK. The magnesium business produces, markets and sells pure magnesium and magnesium alloys, and also produces dry carnallite and related by-products, including chlorine and sylvinite.
ICL Phosphate Commodities – ICL Phosphate Commodities mines and processes phosphate rock from open pit mines – three of which are located in the Negev Desert in Israel while the fourth is situated in the Yunnan province in China. In addition, ICL Phosphate Commodities produces sulphuric acid, fertilizer-grade ("green") phosphoric acid and phosphate fertilizers in its facilities in Israel, China and Europe, mainly used as a raw material for the production of the Company's downstream phosphate value chain and marketed worldwide, primarily in Europe, Brazil, India and China.
ICL Specialty Fertilizers – ICL Specialty Fertilizers produces water soluble specialty fertilizers in the Netherlands and Belgium, liquid fertilizers and soluble fertilizers in Israel and Spain, and controlled-release fertilizers in the Netherlands and the United States. ICL Specialty Fertilizers markets its products worldwide, mainly in Europe, China, North America and Israel.
Specialty Solutions Segment – this segment targets industrial markets and concentrates on achieving growth through a highly-tailored customer focus, as well as product innovation and commercial excellence. The segment includes three business lines: ICL Industrial Products, ICL Advanced Additives and ICL Food Specialties.
ICL Industrial Products – ICL Industrial Products produces bromine out of a solution that is created as a by-product of the KCl production process in Sodom, Israel, as well as bromine-based compounds. ICL Industrial Products uses most of the bromine it produces for self-production of bromine compounds at its production sites in Israel, the Netherlands and China. In addition, ICL Industrial Products produces several grades of KCl, salt, magnesium chloride and magnesia products. ICL Industrial Products is also engaged in the production and marketing of phosphorous-based flame retardants and additional phosphorus-based products.
ICL Advanced Additives – ICL Advanced Additives primarily develops, produces, markets and sells a broad range of acids and specialty phosphates for various applications in a large number of industries, including metal and water treatment, paints and coatings, cleaning materials, oral hygiene, carbonated drinks and asphalt modification. The diverse products and market base support and are consistent with the Company's strategy of increasing production of downstream products with higher added value. ICL Advanced Additives purifies some of the fertilizer-grade phosphoric acid manufactured by ICL Phosphate Commodities and also manufactures thermal phosphoric acid. The purified phosphoric acid and thermal phosphoric acid are used to manufacture downstream products with high added value – phosphate salts and acids – which are used in the various industries mentioned above. During the first quarter of 2018, ICL's fire safety and oil additives (P2S5) businesses were sold. For additional information see "Other Information".
ICL Food Specialties – ICL Food Specialties is a leader in developing and producing functional food ingredients and phosphate additives, which provide texture and stability solutions for the processed meat, poultry, seafood, dairy, beverage and baked goods markets. In addition, the business line produces milk and whey proteins for the food ingredients industry and provides blended, integrated solutions based on dairy proteins and phosphate additives. The business line operates primary production locations in Germany, the United States, Brazil, China, and Austria, which mainly process phosphates, milk, and spices, and also operates blending facilities in Germany, the UK, the United States, Brazil, Argentina and Australia, enabling the production of "customer specific" solutions that meet the requirements of the local market.
Other Activities – business activities that are not reviewed regularly by the organization's chief operating decision maker.
| 1-3/2018 | 1-3/2017 | 2017 | ||||
|---|---|---|---|---|---|---|
| \$ millions |
% of sales |
\$ millions |
% of sales |
\$ millions |
% of sales |
|
| Sales | 1,404 | - | 1,295 | - | 5,418 | - |
| Gross profit | 431 | 31 | 358 | 28 | 1,672 | 31 |
| Operating income | 985 | 70 | 116 | 9 | 629 | 12 |
| Adjusted operating income (1) | 151 | 11 | 116 | 9 | 652 | 12 |
| Net income - shareholders of the Company |
928 | 66 | 68 | 5 | 364 | 7 |
| Adjusted net income - shareholders of the Company (1) |
106 | 8 | 68 | 5 | 389 | 7 |
| Adjusted EBITDA (2) | 251 | 18 | 218 | 17 | 1,059 | 20 |
| Cash flows from operating activities | 36 | - | 195 | - | 847 | - |
| Purchases of property, plant and equipment and intangible assets (3) |
127 | - | 106 | - | 457 | - |
(1) See "Adjustments to reported operating and net income" below.
(3) See "Condensed consolidated statements of cash flows (unaudited)" to the accompanying financial statements.
We disclose in this Quarterly Report non-IFRS financial measures titled adjusted operating income, adjusted net income attributable to the Company's shareholders and adjusted EBITDA. Our management uses adjusted operating income, adjusted net income attributable to the Company's shareholders 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" 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" below, excluding the total tax impact of such adjustments and adjustments attributable to the non-controlling interests. We calculate our adjusted EBITDA by adding back to the net income attributable to the Company's shareholders the depreciation and amortization, financing expenses, net, taxes on income and the items presented in the reconciliation table under "Adjusted EBITDA for the periods of activity" below which were adjusted for in calculating the adjusted operating income and adjusted net income attributable to the Company's shareholders.
You should not view adjusted operating income, adjusted net income attributable to the Company's shareholders 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 and adjusted EBITDA may differ from those used by other companies. However, we believe adjusted operating income, adjusted net income attributable to the Company's shareholders and adjusted EBITDA provide useful information to both management and investors by excluding certain expenses 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.
We present a discussion in the period-to-period comparisons of the primary drivers of changes in the Company's results of operations. This discussion is based in part on management's best estimates of the impact of the main trends in its businesses. We have based the following discussion on our financial statements. You should read the following discussion together with our financial statements.
| 1-3/2018 | 1-3/2017 | 2017 | |
|---|---|---|---|
| \$ millions | \$ millions | \$ millions | |
| Operating income | 985 | 116 | 629 |
| Capital gain (1) | (841) | - | (54) |
| Write-down and impairment of assets (2) | - | - | 32 |
| Provision for early retirement and dismissal of employees (3) | 7 | - | 20 |
| Provision for legal claims (4) | - | - | 25 |
| Total adjustments to operating income | (834) | - | 23 |
| Adjusted operating income | 151 | 116 | 652 |
| Net income attributable to the shareholders of the Company | 928 | 68 | 364 |
| Total adjustments to operating income | (834) | - | 23 |
| Adjustments to finance expenses (5) | - | - | - |
| Total tax impact of the above operating income & finance expenses adjustments | 12 | - | (4) |
| Tax assessment and deferred tax adjustments (6) | - | - | 6 |
| Total adjusted net income - shareholders of the Company | 106 | 68 | 389 |
(1) Capital gain from sale of low-synergy businesses. In 2018, capital gain from the sale of the Oil Additives (P2S5) and Fire Safety businesses. In 2017, capital gain from IDE divestiture, additional consideration received regarding earn-out of 2015 divestitures and capital gain from deconsolidation of Allana Afar in Ethiopia.
Calculation of adjusted EBITDA was made as follows:
| 1-3/2018 | 1-3/2017 | 2017 | |
|---|---|---|---|
| \$ millions | \$ millions | \$ millions | |
| Net income attributable to the shareholders of the Company | 928 | 68 | 364 |
| Depreciation and Amortization | 97 | 94 | 390 |
| Financing expenses, net | 15 | 14 | 124 |
| Taxes on income | 45 | 42 | 158 |
| Adjustments* | (834) | - | 23 |
| Total adjusted EBITDA | 251 | 218 | 1,059 |
* See "Adjustments to reported operating and net income" above.
| For the three-month period ended March 31, 2018 |
Essential Minerals segment | Specialty Solutions segment | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Potash & Magnesium |
Phosphate Commodities |
Specialty Fertilizers |
Setoff | Segment Total |
Industrial Products |
Advanced Additives* |
Food Specialties |
Setoff | Segment Total |
|
| \$ millions | \$ millions | |||||||||
| Sales | 353 | 265 | 221 | (25) | 814 | 317 | 177 | 167 | (2) | 659 |
| Business line's profit** | 62 | 6 | 25 | (3) | 90 | 78 | 34 | 18 | 1 | 131 |
| Depreciation & Amortization | 34 | 30 | 5 | - | 69 | 15 | 7 | 5 | - | 27 |
| Capital expenditures | 62 | 30 | 1 | - | 93 | 13 | 3 | 3 | - | 19 |
| For the three-month period ended March 31, 2017 |
Essential Minerals segment | Specialty Solutions segment | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Potash & Magnesium |
Phosphate Commodities |
Specialty Fertilizers |
Setoff | Segment Total |
Industrial Products |
Advanced Additives* |
Food Specialties |
Setoff | Segment Total |
|
| \$ millions | \$ millions | |||||||||
| Sales | 283 | 292 | 192 | (33) | 734 | 310 | 169 | 138 | (4) | 613 |
| Business line's profit** | 37 | 8 | 20 | 1 | 66 | 77 | 25 | 12 | 1 | 115 |
| Depreciation & Amortization | 29 | 32 | 4 | - | 65 | 16 | 8 | 4 | - | 28 |
| Capital expenditures | 58 | 39 | 2 | - | 99 | 9 | 1 | 2 | - | 12 |
| For the year ended December 31, 2017 | Essential Minerals segment | Specialty Solutions segment | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Potash & Magnesium |
Phosphate Commodities |
Specialty Fertilizers |
Setoff | Segment Total |
Industrial Products |
Advanced Additives* |
Food Specialties |
Setoff | Segment Total |
|
| \$ millions | \$ millions | |||||||||
| Sales | 1,383 | 1,052 | 692 | (119) | 3,008 | 1,193 | 877 | 596 | (16) | 2,650 |
| Business line's profit** | 282 | 23 | 56 | (2) | 359 | 303 | 201 | 51 | (1) | 554 |
| Depreciation & Amortization | 128 | 127 | 19 | - | 274 | 61 | 32 | 18 | - | 111 |
| Capital expenditures | 270 | 141 | 12 | - | 423 | 49 | 15 | 16 | - | 80 |
32 Israel Chemicals Limited Q1 2018 Results
Results of operations for the period January – March 2018
| Sales | Expenses | Operating income |
||
|---|---|---|---|---|
| \$ millions | \$ millions | \$ millions | ||
| Q1 2017 figures | 1,295 | (1,179) | 116 | |
| Total adjustments Q1 2017 | - | - | - | |
| Adjusted Q1 2017 figures | 1,295 | (1,179) | 116 | |
| Quantity | (54) | 63 | 9 | |
| Price | 76 | - | 76 | |
| Exchange rate | 87 | (100) | (13) | |
| Raw materials | - | (17) | (17) | |
| Energy | - | (7) | (7) | |
| Transportation | - | (7) | (7) | |
| Operating and other expenses | - | (6) | (6) | |
| Adjusted Q1 2018 figures | 1,404 | (1,253) | 151 | |
| Total adjustments Q1 2018* | - | (834) | (834) | |
| Q1 2018 figures | 1,404 | (419) | 985 |
* See "Adjustments to reported operating and net income" above.
However, improved mix, mainly due to increased share of sales from higher-margin sites at ICL Potash, resulted in a positive contribution to the operating income.
The following table sets forth sales by geographical regions based on the location of the customer:
| 1-3/2018 | 1-3/2017 | |||
|---|---|---|---|---|
| \$ millions |
% of sales |
\$ millions |
% of sales |
|
| Europe | 583 | 42 | 534 | 41 |
| Asia | 334 | 24 | 282 | 22 |
| North America | 267 | 19 | 294 | 23 |
| South America | 119 | 8 | 98 | 8 |
| Rest of the world | 101 | 7 | 87 | 6 |
| Total | 1,404 | 100 | 1,295 | 100 |
Europe – the increase derives mainly from an increase in the selling prices of potash, quantities sold of specialty agriculture products and the positive impact of the upward revaluation of the euro against the dollar.
Asia – the increase derives mainly from an increase in the selling prices and quantities sold of potash, quantities sold of specialty agriculture products, together with an increase in the selling prices of bromine-based industrial products. The increase was partly offset by a decline in phosphate fertilizers quantities sold.
North America – the decrease derives mainly from a decline in clear brine fluids and potash quantities sold.
South America – the increase derives mainly from an increase in potash selling prices and quantities sold.
Rest of the world – the increase derives mainly from an increase in the quantities of dairy protein products sold, which was partly offset by a decrease in potash quantities sold in Israel.
The net reported financing expenses in the first quarter of 2018 amounted to \$15 million, compared with net financing expenses of \$14 million in the corresponding quarter last year. The financing expenses compared with the corresponding quarter last year were impacted mainly by an increase, in the amount of \$4 million, in respect of the change in the fair value of foreign-currency hedging transactions. This increase was mostly offset by a decrease in the interest expenses in respect of provisions for employee benefits.
The tax expenses in the first quarter of 2018 amounted to \$45 million, reflecting an adjusted effective tax rate of about 24%. The Company's tax rate in Q1 2018 was impacted mainly by a decrease in tax rate following the tax reform in the US at the end of 2017 and the devaluation of the shekel against the dollar during the quarter.
Segment revenues, expenses and results include inter-segment transfers, which are priced mainly based on transaction prices in the ordinary course of business – this being based on reports that are regularly reviewed by the chief operating decision maker. These transfers are eliminated as part of consolidation of the financial statements. The segment profit is measured based on the operating income, without certain expenses that are not allocated to the operating segments including general and administrative expenses, as it is included in reports that are regularly reviewed by the chief operating decision maker.
This segment includes three business lines: ICL Industrial Products, ICL Advanced Additives and ICL Food Specialties. The segment targets industrial markets and concentrates on achieving growth through a highlytailored customer focus, product innovation and commercial excellence.
Significant highlights and business environment
Specialty Solutions Segment information as at March 31, 2018 (Unaudited)
Total Advanced Additives sales exceeded the corresponding quarter last year and were supported by several factors:
Global sales of salts and acids increased by approximately 10% compared to the corresponding quarter last year.
Specialty Solutions Segment information as at March 31, 2018 (Unaudited)
| 1-3/2018 | 1-3/2017 \$ millions |
2017 \$ millions |
|
|---|---|---|---|
| \$ millions | |||
| Industrial Products | 317 | 310 | 1,193 |
| Sales to external customers | 314 | 308 | 1,179 |
| Sales to internal customers | 3 | 2 | 14 |
| Advanced Additives* | 177 | 169 | 877 |
| Sales to external customers | 162 | 155 | 824 |
| Sales to internal customers | 15 | 14 | 53 |
| Food Specialties | 167 | 138 | 596 |
| Sales to external customers | 165 | 136 | 585 |
| Sales to internal customers | 2 | 2 | 11 |
| Setoff | (2) | (4) | (16) |
| Total segment sales | 659 | 613 | 2,650 |
| Segment profit | 131 | 115 | 554 |
* The operating results presented herein include the results of ICL's fire safety and oil additives (P2S5) businesses which were sold during Q1 2018. For additional information see "Other Information".
| Sales analysis | Industrial Products |
Advanced Additives* |
Food Specialties | Setoff | Segment Total | |
|---|---|---|---|---|---|---|
| \$ millions | ||||||
| Total sales Q1 2017 | 310 | 169 | 138 | (4) | 613 | |
| Quantity | (17) | (8) | 13 | 2 | (10) | |
| Price | 15 | 7 | 3 | - | 25 | |
| Exchange rate | 9 | 9 | 13 | - | 31 |
| Total sales Q1 2018 |
|---|
| --------------------- |
317 177 167 (2) 659
* The operating results presented herein include the results of ICL's fire safety and oil additives (P2S5) businesses which were sold during Q1 2018. For additional information see "Other Information".
| Segment profit analysis | \$ millions | |
|---|---|---|
| Total operating income Q1 2017 | 115 | |
| Quantity | (9) | |
| Price | 25 | |
| Exchange rate | 2 | |
| Raw materials | (5) | |
| Energy | (1) | |
| Transportation | - | |
| Operating and other (expenses) income | 4 | |
| Total operating income Q1 2018 | 131 |
38 Israel Chemicals Limited Q1 2018 Results
Essential Minerals Segment information as at March 31, 2018 (Unaudited)
This segment includes three business lines: ICL Potash & Magnesium, ICL Phosphate Commodities and ICL Specialty Fertilizers. The segment targets agriculture markets and constantly focuses on efficiency, process innovation and operational excellence.
39 Israel Chemicals Limited Q1 2018 Results
Essential Minerals Segment information as at March 31, 2018 (Unaudited)
A positive impact on demand is expected following the restart of 300,000 – 400,000 tonnes per year of US primary aluminum capacity as announced by Alcoa, Century Aluminum and Magnitude 7. Additionally, GF Linamar, Spartan Lightweight Metals and Shiloh Industries have announced capacity increases in the US, improving the prospects for alloy sales in this premium market. The President Trump/China "Fair Trade" affair could serve to continue this trend.
The average price of phosphate rock (68-72% BPL) in the first quarter of 2018 was \$84 per tonne FOB Morocco, a \$4 per tonne increase compared to the fourth quarter of 2017, but a \$12 per tonne (9%) decrease compared to the first quarter of 2017 (according to CRU - Fertilizer Week Historical Prices, April 5, 2018). No significant change in the business environment of the phosphate rock market is expected.
| 1-3/2018 | 1-3/2017 \$ millions |
2017 \$ millions |
|
|---|---|---|---|
| \$ millions | |||
| Potash & Magnesium | 353 | 283 | 1,383 |
| Sales to external customers | 325 | 253 | 1,258 |
| Sales to internal customers | 28 | 30 | 125 |
| Phosphate Commodities | 265 | 292 | 1,052 |
| Sales to external customers | 216 | 247 | 860 |
| Sales to internal customers | 49 | 45 | 192 |
| Specialty Fertilizers | 221 | 192 | 692 |
| Sales to external customers | 211 | 186 | 671 |
| Sales to internal customers | 10 | 6 | 21 |
| Setoff | (25) | (33) | (119) |
| Total segment sales | 814 | 734 | 3,008 |
| Segment profit | 90 | 66 | 359 |
For additional details regarding potash – see 'Potash – Stand-Alone Activities'.
| Sales analysis | Potash & Magnesium |
Phosphate Commodities |
Specialty Fertilizers |
Setoff | Segment Total | |
|---|---|---|---|---|---|---|
| \$ millions | ||||||
| Total sales Q1 2017 | 283 | 292 | 192 | (33) | 734 | |
| Quantity | 20 | (70) | 10 | 7 | (33) | |
| Price | 31 | 23 | 2 | - | 56 |
| Exchange rate | 19 | 20 | 17 | 1 | 57 | |
|---|---|---|---|---|---|---|
| Total sales Q1 2018 | 353 | 265 | 221 | (25) | 814 |
Price – the increase derives mainly from an increase in potash, phosphoric acid and phosphate fertilizers selling prices.
Exchange rate – the increase derives mainly from the upward revaluation of the euro against the dollar.
| Segment profit analysis | \$ millions | |
|---|---|---|
| Total operating income Q1 2017 | 66 | |
| Quantity | 19 | |
| Price | 56 | |
| Exchange rate | (10) | |
| Raw materials | (15) | |
| Energy | (5) | |
| Transportation | (8) | |
| Operating and other (expenses) income | (13) | |
| Total operating income Q1 2018 | 90 |
Essential Minerals Segment information as at March 31, 2018 (Unaudited)
Phosphate Commodities – Production and Sales
| Thousands of tonnes | 1-3/2018 | 1-3/2017 | 2017 |
|---|---|---|---|
| Phosphate rock | |||
| Production of rock | 1,273 | 1,400 | 4,877 |
| Sales* | 119 | 160 | 498 |
| Phosphate rock used for internal purposes | 1,061 | 1,096 | 4,300 |
| Phosphate fertilizers | |||
| Production | 519 | 570 | 2,094 |
| Sales* | 518 | 649 | 2,291 |
1-3/2018
| Millions of dollars | 1-3/2018 | 1-3/2017 | 2017 |
|---|---|---|---|
| Sales to external customers | 305 | 231 | 1,181 |
| Sales to internal customers * | 34 | 36 | 149 |
| Total sales | 339 | 267 | 1,330 |
| Gross profit | 142 | 84 | 555 |
| Potash business profit | 71 | 41 | 303 |
| Depreciation and amortization | 31 | 27 | 121 |
| Capital expenditures | 57 | 57 | 256 |
| Average potash selling price per tonne - FOB (in \$) | 244 | 216 | 219 |
* Sales to other business lines of ICL including the magnesium business.
The potash stand-alone activities include, among others, Polysulphate produced in a mine in the UK and salt produced in underground mines in UK and Spain.
| Sales analysis | \$ millions | |
|---|---|---|
| Total sales Q1 2017 | 267 | |
| Quantity | 21 | |
| Price | 33 | |
| Exchange rate | 18 | |
| Total sales Q1 2018 | 339 |
| Potash business profit analysis | \$ millions | ||
|---|---|---|---|
| Total operating income Q1 2017 | 41 | ||
| Quantity | 21 | ||
| Price | 33 | ||
| Exchange rate | (6) | ||
| Energy | (2) | ||
| Transportation | (13) | ||
| Operating and other (expenses) income | (3) | ||
| Total operating income Q1 2018 | 71 |
Quantity – an improved mix, due to increased share of sales from higher margin sites, resulted in a positive contribution to the operating income.
Price the increase derives from an increase in potash selling prices.
| Thousands of tonnes | 1-3/2018 | 1-3/2017 | 2017 |
|---|---|---|---|
| Production | 1,160 | 1,057 | 4,773 |
| Sales to external customers | 1,021 | 942 | 4,687 |
| Sales to internal customers | 85 | 72 | 352 |
| Total sales (including internal sales) | 1,106 | 1,014 | 5,039 |
| Closing inventory | 454 | 709 | 400 |
Set forth below are the highlights of the changes in the cash flows in the first quarter of 2018, compared with the corresponding quarter last year:
In the first quarter of 2018, the cash flows provided by operating activities decreased by \$159 million compared with the corresponding quarter last year. This decrease derives mainly from higher sales and production quantities, mainly in ICL Potash, resulting in an increase in the trade receivables and inventory, along with lower cash received from derivative transactions in the amount of \$34 million.
In the first quarter of 2018, the cash flows provided by investing activities increased compared with the cash flows used in the corresponding quarter last year, by \$915 million. This increase derives mainly from the net cash proceeds received from the sale transaction of the Fire Safety and Oil Additives businesses in the amount of \$931 million. The said increase was partly offset due to an increase in the cash flows used for investments in property, plant and equipment, in the amount of \$21 million.
In the first quarter of 2018, there was an increase of \$38 million in the cash flows used in financing activities compared with the corresponding quarter last year. This increase derives mainly from an increase in repayment of short-term credit, in the amount of \$202 million which was offset by an increase in the receipt of long-term debt, net in the amount of \$173 million.
As at March 31, 2018, the net financial liabilities of ICL amounted to \$2,269 million, a decrease of \$768 million compared with December 31, 2017. The decrease of the net financial liabilities derives mostly from the proceeds received from the sale of the Fire Safety and Oil Additives (P2S5) businesses, which were partially offset by dividend payments in the amount of \$69 million and purchases of property, plant and equipment.
The total amount of the securitization framework and credit facility deriving therefrom amounts to \$350 million. As at March 31, 2018, ICL had used \$311 million of the securitization facility.
ICL also has long-term credit facilities of \$2,026 million and €60 million, of which \$1,410 million was unutilized as at March 31, 2018.
On March 21, 2018, "Fitch Ratings" has affirmed the Company's international corporate credit rating at BBB- with a stable outlook. The above-mentioned ratings also apply to the Company's series D debentures.
As at the date of the report, the Company is in compliance with the financial covenants stipulated in its financing agreements.
48 Israel Chemicals Limited Q1 2018 Results
There were no material changes in our critical accounting estimates during the three-month period ended March 31, 2018.
Further to that stated in the Company's Annual Report on Form 20-F for the year ended December 31, 2017, regarding the appointment of Mr. Raviv Zoller as the Company's CEO, on April 29, 2018, the Company announced that Mr. Zoller will assume his position as ICL's CEO on May 14, 2018, and will replace the Company's acting CEO, Mr. Asher Grinbaum.
At the General Meeting of the Company's shareholders held on April 24, 2018, all of the items on the Day's Agenda were approved: 1) the service and employment conditions of the Company's incoming CEO, Mr. Raviv Zoller, and the grant to him of equity compensation in respect of 2018, which will be issued to Mr. Zoller upon his entry into his position, as stated above; 2) a special bonus to the Executive Chairman of the Company's Board of Directors, Mr. Johanan Locker, in respect of 2017; and 3) renewal of the management services agreement with the Company's controlling shareholder, Israel Corporation Ltd.
For a description of the items detailed above – see also the Company's Annual Report on Form 20-F for the year ended December 31, 2017.
On May 9, 2018, the Company's Board of Directors decided, after receiving the recommendation and approval of the Company's Audit Committee from May 8, 2018, to appoint Mr. Amir Meshulam as the Company's new Internal Auditor. The appointment of the new Internal Auditor will take effect on August 1, 2018 or shortly thereafter. The new Internal Auditor will replace the Company's presently serving Internal Auditor, Mr. Shmulik Daniel, who has served in his position since August 2014 and will be leaving on retirement.
In the three-month period ended March 31, 2018, there were no material changes in the risk factors previously disclosed in our Annual Report on Form 20-F for the year ended December 31, 2017.
Reference is made to "Item 11 – Quantitative and Qualitative Disclosures about Market Risks" in our Annual Report on Form 20-F for the year ended December 31, 2017.
49 Israel Chemicals Limited Q1 2018 Results
Further to that stated in the Company's Annual Report on Form 20-F for the year ended December 31, 2017, in connection with an application for certification of a derivative action filed against the Company, the five highest-paid senior Company officers and the members of the Company's Board of Directors, regarding the payment of annual bonuses for the years 2014 and 2015, on April 17, 2018, the applicant filed his reply to the Company's response to the said application for certification of a derivative action. In addition, on May 2, 2018, the Supreme Court accepted the Company's appeal in connection with the District Court's decision to reject the Company's request to submit the report of the Special External Committee established by the Company's Board of Directors for purposes of examining all the aspects arising from the application for certification (the "Special Committee's Report"), and determined that the Special Committee's Report will be submitted as evidence to the District Court. The Supreme Court further ruled that the applicant shall bear a portion of the Company's expenses in connection with its request for appeal.
For further information regarding legal proceedings and other contingencies, see Note 6 to the Company's condensed consolidated interim financial statements as at March 31, 2018.
Completion of sale of the Fire Safety and Oil Additives (P2S5) businesses
Further to the disclosure provided in the Company's Annual Report on Form 20-F for the year ended December 31, 2017, in connection with the agreement for sale of the Company's Fire Safety and Oil Additives (P2S5) businesses to SK Capital, the Company completed the sale transaction on March 28, 2018.
The net cash proceeds received from the sale transaction amounted to \$931 million. The Company recorded a capital gain in its financial statements for the first quarter of 2018, in the amount of \$841 million.
50 Israel Chemicals Limited Q1 2018 Results
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.
Name: Kobi Altman Title: Chief Financial Officer
By: /s/ Lisa Haimovitz
Name: Lisa Haimovitz Title: Senior Vice President, Global General Counsel and Corporate Secretary
Date: May 10, 2018
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