ICL Group Ltd.

Foreign Filer Report • May 12, 2020

6-K 1 zk2024394.htm 6-K Licensed to: ZKG Document created using EDGARfilings PROfile 6.5.1.0 Copyright 1995 - 2020 Broadridge

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 2020

Commission File Number: 001-13742

ICL GROUP LTD.

(Exact name of registrant as specified in its charter)

ICL Group Ltd.

Millennium Tower

23 Aranha Street

P.O. Box 20245

Tel Aviv, 61202 Israel

(972-3) 684-4400

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes ☐ No ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes ☐ No ☒

ICL GROUP LTD.

1. Q1 2020 Investor Presentation

Disclaimer and Safe Harbor for Forward-Looking StatementsThe information contained herein in this presentation or delivered or to be delivered to you during our presentation does not constitute an offer, expressed or implied, or a recommendation to do anytransaction in ICL Group Ltd. (“ICL Group” or “Company”) securities or in any securities of its affiliates or subsidiaries.This presentation and/or other oral or written statements made by ICL Group during its presentation or from time to time, may contain forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 and other applicable securities laws. Whenever words such as "believe," "expect," "anticipate," "intend," "plan," "estimate", “predict” or similar expressions are used, the Company is making forward-looking statements. Such forward-looking statements may include, but are not limited to, those that discuss strategies, goals, financial outlooks, corporate initiatives, existing or new products, existing or new markets, operating efficiencies, or other non-historical matters.Because such statements deal with future events and are based on ICL Group’s current expectations, they could be impacted or be subject to various risks and uncertainties, including those discussed in the "Risk Factors" section and elsewhere in our Annual Report on Form 20-F for the year ended December 31, 2019, and in subsequent filings with the Tel Aviv Securities Exchange (TASE) and/or the U.S. Securities and Exchange Commission (SEC). Therefore actual results, performance or achievements of the Company could differ materially from those described in or implied by such forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can provide no assurance that expectations will beachieved. Except as otherwise required by law, ICL Group disclaims any intention or obligation to update or revise any forward-looking statements, which speak only as of the date hereof, whether as a resultof new information, future events or circumstances or otherwise. Readers, listeners and viewers are cautioned to consider these risks and uncertainties and to not place undue reliance on such information.Certain market and/or industry data used in this presentation were obtained from internal estimates and studies, where appropriate, as well as from market research and publicly available information. Such information may include data obtained from sources believed to be reliable, however ICL Group disclaims the accuracy and completeness of such information which is not guaranteed. Internal estimates and studies, which we believe to be reliable, have not been independently verified. We cannot assure that such data is accurate or complete.Included in this presentation are certain non-GAAP financial measures, such as adjusted operating income, adjusted EBITDA, adjusted net income, adjusted EPS, segment EBITDA and free cash flow, designed to complement the financial information presented in accordance with IFRS because management believes such measures are useful to investors. These non-GAAP financial measures should be considered only as supplemental to, and not superior to, financial measures provided in accordance with IFRS. Please refer to our Q1 2020 press release for the quarter ended March 31, 2020 and the appendix to this presentation for a reconciliation of the non-GAAP financial measures included in this presentation to the most directly comparable financial measures prepared in accordance with IFRS. 2

Diversity of business softened impact of low commodity prices Achieved operating income of $132 million, EBITDA(1) of $250 million and operating cash flow of $166 millionRecord business and financial performance of Industrial ProductsStrong performance in phosphate specialtiesLimited impact from COVID-19 pandemic, although more significant impact is expected in the near-term Record first quarter potash production at the Dead Sea following the completion of facilities upgrade in Q4 2019 Well positioned financially with over $1.1 billion of available liquidityDividend of about $30 million approximately 50% of $60 million net income recorded in the quarter, reflects ICL's commitment to shareholders return and balanced capital allocation (1) Adjusted EBITDA is a non-GAAP financial measure. See appendix to this presentation for reconciliation table 3

Safety of employees is top prioritySafety measures implemented in all company sitesImmediate delivery of medical and protective equipment to ICL sites globallyDonating medical and protective equipment as well as services to local communities Limited impact on operations; all sites are operationalExperience acquired in China implemented in all sites globallyIberpotash (Spain) and ICL Boulby (UK) operating at 50- 70% and gradually ramping up Strong liquidity of over $1.1 billion in cash and available credit facilitiesVery limited impact on Q1 2020 financialsSome impact expected in the near termEfficiency and cost reduction measures to mitigate COVID-19 impact 4

Numbers may not add due to rounding and set offs Commodities 1,415 16 16 96 1,319 Q1 2019 sales$ millions Quantities Exchange rates Prices Q1 2020 sales 5

$ millions 350 250 65 Q1 2019 adjusted EBITDA Q1 2020 adjusted EBITDA 1 IAS 7 Industrial Products 23 All other 20 Phosphate Solutions Potash Numbers may not add due to rounding and set offsAdjusted EBITDA is a non-GAAP financial measure. See appendix to this presentation for reconciliation tables. 6 Adjusted EBITDA Segment Contribution

SEGMENT EBITDA (1) 10 113 3 3 3 Quantities Q1 2019 Prices Exchange rates Operating & other expenses Q1 2020 120 Achieved record quarterly operating income driven by strong sales in most products Higher sales of specialty minerals due to high demand for food and pharma applications Signed additional long-termcontracts with Asian customers $ millions (1) Segment EBITDA is a non- GAAP financial measure and is the segment profit net of depreciation and amortization. See appendix to this presentation for reconciliation tables. 7

2 118 51 8 4 Quantities Q1 2019 Prices Exchange rates Operating& other expenses Q1 2020 53 Facilities upgrade in Q4 2019 resulted in record first quarter potash production at the Dead SeaAverage realized price dropped $44 per tonne compared to Q1 2019 Polysulphate production of 177 thousand tonnes, an increase of 34% over Q1 2019 Potash production in Spain resumed after about three weeks of shutdown and is currently at 60% capacity and ramping up Post quarter signing of potash supply contracts with our customers in China for 910 thousand tonnes and an option for additional 490 thousand tonnes $ millions SEGMENT EBITDA (1) (1) Segmented EBITDA is a non-GAAP financial measures and is segment profit net of depreciation and amortization . See appendix to this presentation for reconciliation tables. 8

78 22 4 3 43 58 Q1 2019 Operating Quantities Exchange Prices Q1 2020 rates & other expenses Continued focus on Phosphate Specialties growth partially compensated for a 30% decline in commodity phosphate prices Solid performance for YPH JV in China despite impact of COVID-19 Strong demand for phosphate fertilizers reflected in higher sales volumesStrong demand for food and other phosphate specialtiesPost quarter divestment of Hagesud following strategic decision to divest low synergy businesses $ millions SEGMENT EBITDA (1) 9 (1) Segmented EBITDA is a non-GAAP financial measure. See appendix to this presentation for reconciliation tables. Segment profit net of depreciation and amortization

18 2 4 1 Quantities Q1 2019 Prices Operating & other expenses Q1 2020 19 Stable business and financial performance Decrease in sale of third-party products contributed to value over volume strategy Continued sales growth in emerging markets Completed acquisition of US-based precision agriculture company, Growers Holdings, Inc. $ millions SEGMENT EBITDA (1) 10 (1) Segmented EBITDA is a non-GAAP financial measure. See appendix to this presentation for reconciliation tables. Segment profit net of depreciation and amortization

All of ICL’s manufacturing facilities are up and running; ICL Iberia and ICL UK expected ramp-up to full production by the end of Q2Impact of COVID-19 will mainly be reflected in a near-term decline in demand for clear brine fluids and some flame retardantsCommodity prices are expected to remain low in the near-term. Potash prices are expected to rise following signing of potash supply contract to ChinaAgricultural season is in full swing, and there is good demand for our commodity and specialty fertilizersSpecialty phosphate businesses outlook remains solid. Strategic focus on value-added specialtybusiness provides stability amid weaker commodity environmentStrength of balance sheet provides stability and flexibility to continue to execute strategic initiatives andcapture opportunities 11

$ millions Q1 2020Sales 1,319 Q1 20191,415 % change(7%) Q4 20191,106 % change19% Operating income 132 227 (42%) 88 50% Adjusted EBITDA(1) 250 350 (29%) 201 24% Net income 60 139 (57%) 48 25% EPS (Presented in US $) 0.05 0.11 (55%) 0.04 25% Operating cash flow 166 173 (4%) 212 (22%) 1.Adjusted EBITDA is a non-GAAP financial measure. See appendix to this presentation for reconciliation tables. 13

$US/tonne450400 350300 250 200 Source: CRU Fertilizer Historical Prices April 30 2020 GMOP CFR BrazilGTSP CFR Brazil Q2 2014 Q3 2014 Q4 2014 Q1 2015 Q2 2015 Q3 2015 Q4 2015 Q1 2016 Q2 2016 Q3 2016 Q4 2016 Q1 2017 Q2 2017 Q3 2017 Q4 2017 Q1 2018 Q2 2018 Q3 2018 Q4 2018 Q1 2019 Q2 2019 Q3 2019 Q4 2019 Q1 2020 14

$ millionsLiabilities(1) Interest rate Interest expensesInterest capitalization Net financial expenses 52 35 Interest expenses, net Total hedging transactions, balance sheet revaluation & otherInterest & exchange rate impact on long-term liabilities of leasing and employees Q1 2020 2,6844.0% 26(5) 2144 (13) 26(7) 16 Q1 20192,8204.2% 30(4) Numbers may not add due to roundingAverage liabilities during the given quarter Exchange rate impact ($ million)SalesOperating income Q1’20 vs. Q1’19(16)(12) Main currency Depreciation of the Euro against the US$ Appreciation of ILS against the US$ 15

Total cash balance as of March 31, 2020 amounts to $524 million Net Debt/EBITDA ratio(1) Loans maturities (3) Available credit facilities as of March 31, 2020 amounts to $590 million $ millions Net debt to adjusted EBITDA is calculated as short term credit + long term debt & debentures – cash & cash equivalents – short term investments & deposits, divided by last twelve months adjusted EBITDA. Adjusted EBITDA is a non-GAAP measure. See reconciliation table in the appendix for this presentationNot including ~$300 million leasing liability due to implementation of IFRS16 accounting standardExcluding securities and credit facilities 3.1 Dec 2016 Dec 2017 Dec2018 Dec2019 Mar 2020 2.9 1.9 2.0 2.2 2038 2034 2031-33 2020 2021 2022 2023 2024 2025-30 600 68 19 59 504 122 312 121 74 Gross debt as of March 31, 2020: $2.6bn(2) 16

FINANCIAL STRENGTH DIVERSE, RESILIENT BUSINESSDifferentiated business model and growth of specialty products provides a strong foundationPOSITIVE LONG-TERM OUTLOOKExpectations for improving commodity price environment and continued growth of specialty business despite short-term headwinds Significant liquidity profile and no significant near-term principal repayments ensures flexibility to manage and opportunistically grow the business 17

AוcL 24

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.

/s/ Kobi Altman
Name:	Kobi Altman
Title:	Chief Financial Officer

/s/ Aya Landman
Name:	Aya Landman
Title:	Global Company Secretary

Date: May 12, 2020