Investor Presentation • May 7, 2019
Investor Presentation
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Q1 2019 Results Raviv Zoller, President & CEO May 7, 2019


The 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 any transaction in Israel Chemicals Ltd. ("ICL" or "Company") securities or in any securities of its affiliates or subsidiaries.
This presentation and/or other oral or written statements made by ICL 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'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, 2018, 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 be achieved. Except as otherwise required by law, ICL disclaims any intention or obligation to update or revise any forward-looking statements, which speak only as of the date hereof, whether as a result of new information, future events or circumstances or otherwise. Readers, listeners and viewers are cautioned to consider these risks and uncertainties and to not place undue reliance on such information.
Certain market and/or industry data used in this presentation were obtained from internal estimates and studies, where appropriate, as well as from market research and publicly available information. Such information may include data obtained from sources believed to be reliable, however ICL 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 sales excluding divested businesses, adjusted operating income, adjusted operating income excluding divested businesses, adjusted EBITDA excluding divested businesses, Adjusted net income excluding divested businesses, adjusted EPS excluding divested businesses 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 2019 press release for the quarter ended March 31, 2019 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.
See Appendix for a reconciliation of adjusted operating income and adjusted operating income excluding divested businesses to operating income; adjusted net income and adjusted net income excluding divested businesses to net income; net income to adjusted EBITDA excluding divested businesses and adjusted EPS excluding divested businesses .
(1) Adjusted operating income and operating cash flow for Q1 2019 include the impact of the new IFRS 16 accounting standard in the amounts of \$2 million and \$18 million respectively.
(2) Based on Q1 2019 annualized dividend divided by a share price of \$5.19 as of May 3, 2019
| \$ millions | Q1 2019 | Q1 2018 | % change | Q4 2018 | % change |
|---|---|---|---|---|---|
| Sales | 1,415 | 1,404 | 1% | 1,410 | - |
| Sales excluding divested businesses(1) | 1,415 | 1,363 | 4% | 1,410 | - |
| Operating income | 227 | 985 | (77)% | 166 | 37% |
| Adjusted operating income excluding divested businesses(2) |
241 | 146 | 65% | 214 | 13% |
| Adjusted EBITDA excluding divested businesses(2) |
350 | 244 | 43% | 322 | 9% |
| Net income | 139 | 928 | (85)% | 82 | 70% |
| Adjusted net income excluding divested businesses(2) |
150 | 105 | 43% | 124 | 21% |
| EPS(3) (Presented in US dollars) |
0.11 | 0.73 | (85)% | 0.06 | 69% |
| Adjusted EPS (Presented in US dollars) excluding divested businesses(3) |
0.12 | 0.08 | 42% | 0.10 | 21% |
Adjusted operating income, adjusted EBITDA and operating cash flow for Q1 2019 include the impact of the new IFRS 16 accounting standard in the amounts of \$2 million, \$15 million and \$18 million respectively.
(1) Excluding contributions from divested businesses of Fire Safety and Oil Additives (divested in Q1 2018) and of Rovita (divested in Q3 2018)
(2) Adjusted operating income excluding divested businesses, adjusted net income excluding divested businesses and adjusted EBITDA excluding divested businesses are non-GAAP financial measures. See Appendix to this presentation for the appropriate reconciliation tables. (3) EPS and adjusted EPS excluding divested businesses calculated as net income and adjusted net income excluding divested businesses, respectively, divided by weighted-average diluted number of ordinary shares outstanding. See reconciliation table in the appendix of this presentation.
4

(1) Including inter-segment sales
SALES(1)

SEGMENT PROFIT (after G&A allocation(2) )
✓An increase in sales and operating income despite a decrease in potash sales volume due to disruptions in the operations of Israeli Railway Services and the termination of potash production in the UK
✓Strong results on the back of a 13% or \$33 per tonne increase in average realized potash price
✓Potash prices demonstrating resilience despite a relatively slow start of the agriculture season
(1) Including inter-segment sales

(1) Including inter-segment sales
7 (2) Commencing Q1 2019, segment profit is measured based on the operating income after allocation of general & administrative without certain expenses that are not allocated to the operating segments as presented in the reports regularly reviewed by the chief operating decision maker. The comparative data has been restated accordingly. See slide 24 for more information.

(1) Including inter-segment sales
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(1) Adjusted operating income and adjusted EBITDA excluding divested businesses are non-GAAP financial measures. See Appendix to this presentation for reconciliation tables.
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Adjusted operating income is a non-GAAP financial measure. See Q1 2019 6-K and PR for a reconciliation of adjusted operating income to operating income. Numbers may not add due to rounding and set offs. (1) Excluding contributions from divested businesses of Fire Safety and Oil Additives (divested in Q1 2018) and of Rovita (divested in July 2018). See Q1 2019 6-K

| \$ millions | Q1 19 | Q1 18 | FY 2018 |
|---|---|---|---|
| tax(1) Adjusted income before |
206 | 137 | 608 |
| Normalized tax rate | 21% | 21% | 22% |
| Normalized tax expenses | 44 | 29 | 136 |
| Carryforward losses not recorded for tax purposes | 5 | 4 | 17 |
| Exchange rate impact and other items | 5 | - | (17) |
| Adjusted tax expenses | 54 | 33 | 136 |
| Adjusted Effective tax rate |
26% | 24% | 22% |
| Income before tax | 192 | 971 | 1,364 |
| Reported provision for income taxes | 51 | 45 | 129 |
| Item | Net impact | Comments | Q1 2019 Actual |
|---|---|---|---|
| Operating income |
\$2 million | Rent expenses decreased by \$15 million Depreciation increased by \$13 million |
\$241 million |
| EBITDA | \$15 million | Rent expenses decreased by \$15 million | \$350 million |
| Property Plant & Equipment | ~\$300 million | - | \$4,961 million |
| Financial liabilities | ~\$300 million | Net debt increased by ~\$300 million | \$2,527 million (Net debt) |
| Finance expenses | \$6 million | Interest expenses increased by \$2 million Exchange rate differences of \$4 million |
\$35 million |
| Net income | \$3 million | Operating income up by \$2 million Finance expenses up by \$6 million Tax impact of the above: \$1 million |
\$150 million |
| Operating cash flow | \$18 million | Shift of rent payments (included in operating cash flow) to repayment of debt (included in cash flow from financing activities): \$18 million |
\$173 million |





Numbers may not add due to rounding and set offs

Numbers may not add due to rounding and set offs

Numbers may not add due to rounding and set offs

Numbers may not add due to rounding and set offs

| \$ millions | Q1 2019 | Q1 2018 |
|---|---|---|
| Liabilities | 2,820 | 3,400 |
| Interest rate | 4.3% | 3.4% |
| Interest expenses, net of interest income | 30 | 29 |
| Interest capitalization and other | (4) | (6) |
| Interest expenses, net | 26 | 23 |
| Total hedging transactions & balance sheet revaluation | (11) | (8) |
| Exchange rates impact on long-term operating liabilities | 20 | - |
| Net financial expenses | 35 | 15 |
Starting from the first quarter of 2019, ICL's management will measure, and accordingly present in its reports, the results of its business divisions (operating segments) after allocation of general and administrative (G&A) expenses per each division. The purpose of the table below is to assist investors and analysts to prepare accordingly for the publication of the Company's results for the first quarter of 2019. It should be noted that the allocation of G&A expenses with respect to comparison periods was made for convenience purposes only, and changes may occur in the allocation methodology in future periods.
| Operating Income | Q1 2017 | Q2 2017 | Q3 2017 | Q4 2017 | FY 2017 | Q1 2018 | Q2 2018 | Q3 2018 | Q4 2018 | FY 2018 | Q1 2019 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Industrial Products (Bromine) | |||||||||||
| Profit before allocated G&A expenses | 77 | 76 | 77 | 73 | 303 | 78 | 94 | 95 | 83 | 350 | 108 |
| Allocated G&A expenses (income) | 11 | 17 | 14 | 14 | 56 | 12 | 13 | 12 | 13 | 50 | 11 |
| Segment profit | 66 | 59 | 63 | 59 | 247 | 66 | 81 | 83 | 70 | 300 | 97 |
| Potash | |||||||||||
| Profit before allocated G&A expenses | 37 | 61 | 65 | 119 | 282 | 62 | 76 | 97 | 158 | 393 | 98 |
| Allocated G&A expenses (income) | 21 | 21 | 21 | 21 | 84 | 19 | 20 | 19 | 20 | 78 | 19 |
| Segment profit | 16 | 40 | 44 | 98 | 198 | 43 | 56 | 78 | 138 | 315 | 79 |
| Phosphate Solutions | |||||||||||
| Profit before allocated G&A expenses | 37 | 37 | 52 | 23 | 149 | 52 | 55 | 63 | 38 | 208 | 64 |
| Allocated G&A expenses (income) | 26 | 22 | 24 | 24 | 96 | 24 | 24 | 23 | 24 | 95 | 29 |
| Segment profit | 11 | 15 | 28 | (1) | 53 | 28 | 31 | 40 | 14 | 113 | 35 |
| Innovative Ag Solutions | |||||||||||
| Profit before allocated G&A expenses | 20 | 19 | 9 | 8 | 56 | 25 | 23 | 7 | 2 | 57 | 22 |
| Allocated G&A expenses (income) | 7 | 6 | 7 | 7 | 27 | 7 | 7 | 8 | 6 | 28 | 9 |
| Segment profit | 13 | 13 | 2 | 1 | 29 | 18 | 16 | (1) | (4) | 29 | 13 |
| Other & elimination | |||||||||||
| Profit before allocated G&A expenses | 2 | - | (4) | (3) | (5) | (2) | 4 | 2 | (5) | (1) | 12 |
| Allocated G&A expenses (income) | 1 | (1) | (6) | 4 | (2) | 8 | (2) | 1 | (1) | 6 | (5) |
| Segment profit | 1 | 1 | 2 | (7) | (3) | (10) | 6 | 1 | (4) | (7) | 17 |
| ICL | |||||||||||
| Total adjusted operating income before G&A expenses | 173 | 193 | 199 | 220 | 785 | 215 | 252 | 264 | 276 | 1,007 | 304 |
| G&A expenses | 66 | 65 | 60 | 70 | 261 | 70 | 62 | 63 | 62 | 257 | 63 |
| Adjusted operating income - excl. divestments | 107 | 128 | 139 | 150 | 524 | 146 | 190 | 200 | 214 | 750 | 241 |
| Divested businesses' contribution* | 9 | 25 | 76 | 18 | 128 | 5 | (2) | - | - | 3 | - |
| Adjusted operating income | 116 | 153 | 215 | 168 | 652 | 151 | 188 | 200 | 214 | 753 | 241 |
* Divested businesses incl. Fire Safety and P2S5. in 2018 also including Rovita Numbers may not add due to rounding
| Calculation of adjusted income before tax (\$ millions) | Q1 19 | Q1 18 | FY2018 | ||
|---|---|---|---|---|---|
| Adjusted operating income | 241 | 151 | 753 | ||
| Finance expenses | (35) | (15) | (158) | ||
| Share in earnings (losses) of equity-accounted investees and adjustments to financial expenses | - | 1 | 13 | ||
| Adjusted income before tax |
206 | 137 | 608 | ||
| Calculation of adjusted operating income and adjusted operating income excluding divested businesses (\$ millions) |
Q1 19 | Q4 18 | Q3 18 | Q2 18 | Q1 18 |
| Operating income | 227 | 166 | 196 | 172 | 985 |
| Capital gain | - | - | - | (841) | |
| Impairment of assets | - | - | 3 | 16 | - |
| Provision for early retirement and dismissal of employees | - | - | - | - | 7 |
| Provision for legal claims | 14 | 30 | 1 | - | - |
| Provision for closure costs | - | 18 | - | - | - |
| Total adjustments(1) | 14 | 48 | 4 | 16 | (834) |
| Adjusted operating income | 241 | 214 | 200 | 188 | 151 |
| Divested businesses' profit | - | - | - | 2 | (5) |
| Adjusted operating income excluding divested businesses | 241 | 214 | 200 | 190 | 146 |
| Calculation of adjusted net income excluding divestments to net income (\$ millions) | Q1 19 | Q4 18 | Q3 18 | Q2 18 | Q1 18 |
|---|---|---|---|---|---|
| Net income attributable to the shareholders of the Company | 139 | 82 | 129 | 101 | 928 |
| Total adjustments to operating income(1) | 14 | 48 | 4 | 16 | (834) |
| Adjustments to finance expenses(1) | - | 7 | 3 | - | - |
| Total tax impact of the above operating income & finance expenses adjustments(1) | (3) | (13) | (2) | (4) | 12 |
| Contribution from divested businesses | - | - | - | 2 | (1) |
| Total adjusted net income excluding divested businesses - shareholders of the Company |
150 | 124 | 134 | 115 | 105 |
| Weighted-average diluted number of ordinary shares outstanding | 1,282,689 | 1,283,152 | 1,278,780 | 1,278,222 | 1,277,595 |
| Adjusted EPS excluding divestments (US dollar) | 0.12 | 0.10 | 0.10 | 0.09 | 0.08 |
| Calculation of adjusted EBITDA excluding divestments to net income (\$ millions) | Q1 19 | Q4 18 | Q3 18 | Q2 18 | Q1 18 |
| Net income attributable to the shareholders of the Company | 139 | 82 | 129 | 101 | 928 |
| Depreciation and Amortization | 111 | 107 | 94 | 105 | 97 |
| Financing expenses, net | 35 | 66 | 23 | 54 | 15 |
| Taxes on income | 51 | 19 | 45 | 20 | 45 |
| Adjustments(1) | 14 | 48 | 4 | 16 | (834) |
| Contribution from divested businesses | - | - | - | 2 | (7) |
| Adjusted EBITDA excluding divested businesses | 350 | 322 | 295 | 298 | 244 |
(1) See detailed reconciliation table "Adjustments to reported operating and net income (Non-GAAP)" in the Q1 2019 6-K and in the Q2-Q4 2018 PR
We disclose in this Quarterly Report non-IFRS financial measures titled sales excluding divested businesses, adjusted operating income, adjusted operating income excluding divested businesses, adjusted net income attributable to the Company's shareholders excluding divested businesses, adjusted EBITDA excluding divested businesses, adjusted EPS excluding divested businesses and free cash flow. Our management uses sales excluding divested businesses, adjusted operating income, adjusted operating income excluding divested businesses, adjusted net income attributable to the Company's shareholders excluding divested businesses and adjusted EBITDA excluding divested businesses to facilitate operating performance comparisons from period to period and present free cash flow to facilitate a review of our cash flows in periods. We calculate our sales excluding divested businesses by adjusting our sales to exclude results of the divested Fire Safety and Oil Additives business (divested in Q1 2018) and Rovita business (divested in Q3 2018). We calculate our adjusted operating income by adjusting our operating income to add certain items, as set forth in the reconciliation table "Adjustments to reported operating and net income" above. Certain of these items may recur. We calculate our adjusted net income attributable to the Company's shareholders by adjusting our adjusted operating income excluding divested businesses, net income attributable to the Company's shareholders to add certain items, as set forth in the reconciliation table "Adjustments to reported operating and net income (Non-GAAP)", excluding the total tax impact of such adjustments and adjustments attributable to the noncontrolling interests. We calculate our adjusted operating income excluding divested businesses by excluding the results of the divested Fire Safety and Oil Additives business (divested in Q1 2018) and Rovita business (divested in Q3 2018). 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 "Adjustments to reported operating and net income" in the accompanying press release which were adjusted for in calculating the adjusted operating income excluding divested businesses and adjusted net income attributable to the Company's shareholders. Adjusted EPS excluding divested businesses is calculated as adjusted net income excluding divested businesses divided by weighted-average diluted number of ordinary shares outstanding as provided in the reconciliation table under "Calculation of Adjusted EPS". We calculate our free cash flow as our cash flows from operating activities net of our purchase of property, plant, equipment and intangible assets, and adding Proceeds from sale of property, plant and equipment and dividends from equity-accounted investees during such period as presented in the reconciliation table under "Calculation of free cash flow". You should not view sales excluding divested businesses, adjusted operating income, adjusted operating income excluding divested businesses, adjusted net income attributable to the Company's shareholders excluding divested businesses, adjusted EPS excluding divested businesses or adjusted EBITDA excluding divested businesses as a substitute for operating income or net income attributable to the Company's shareholders determined in accordance with IFRS, adjusted EPS excluding divested businesses as a substitute for EPS or free cash flow as a substitute for sales, cash flows from operating activities and cash flows used in investing activities, and you should note that our definitions of adjusted operating income, adjusted net income attributable to the Company's shareholders, adjusted EBITDA excluding divested businesses and free cash flow may differ from those used by other companies. However, we believe sales excluding divested businesses, adjusted operating income, adjusted operating income excluding divested businesses, adjusted net income attributable to the Company's shareholders excluding divested businesses, adjusted EBITDA excluding divested businesses, adjusted EPS excluding divested businesses and free cash flow provide useful information to both management and investors by excluding certain expenses that management believes are not indicative of our ongoing operations , in particular the divested Fire Safety and Oil Additives business (divested in Q1 2018) and the Rovita business (divested in July 2018), as we no longer own these businesses. In particular for free cash flow, we adjust our Capex to include any Proceeds from sale of property, plant and equipment because we believe such amounts offset the impact of our purchase of property, plant, equipment and intangible assets. We further adjust free cash flow to add Dividends from equity-accounted investees because receipt of such dividends affects our residual cash flow. Free cash flow does not reflect adjustment for additional items that may impact our residual cash flow for discretionary expenditures, such as adjustments for charges relating to acquisitions, servicing debt obligations, changes in our deposit account balances that relate to our investing activities and other non-discretionary expenditures. 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 the 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.

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