Investor Presentation • Jul 29, 2020
Investor Presentation
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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 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 be achieved. 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 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 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, segment EBITDA margin 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 Q2 2020 press release for the quarter ended June 30, 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.


| Q2 2020 |
Q2 2019 |
% change |
Q1 2020 |
% change |
|
|---|---|---|---|---|---|
| Sales | 1,203 | 1,425 | (16%) | 1,319 | (9%) |
| Operating income |
(169) | 240 | NA | 132 | NA |
| Adjustedoperating income(1) |
128 | 230 | (44%) | 132 | (3%) |
| Adjusted EBITDA(1) | 246 | 340 | (28%) | 250 | (2%) |
| Net income | (168) | 158 | NA | 60 | NA |
| Adjusted net income(1) | 72 | 151 | (52%) | 60 | 20% |
| Operating cash flow |
177 | 239 | (26%) | 166 | 7% |
| Free cash flow(2) | 20 | 99 | (80%) | 28 | (29%) |
1.Adjustedoperating income, adjustedEBITDAand adjusted net income are non-GAAP financial measures. See appendix to this presentation for reconciliationtables.
2.Free cash flow is a non-GAAP financial measure, and consists of cash flow from operations excluding additions to property plant and equipment. See appendix to this presentation for reconciliation tables.
All figures shown in US \$ millions 4

Global economic slowdown related to COVID-19 impacted demand for clear brine fluids and flame retardants
Continued strong performance in specialty minerals due to high demand forsupplements and pharma applications

(1) Segment EBITDA and segment EBITDA margin are non- GAAP financial measures. Segment EBITDA is segment profit net of depreciation and amortization and segment EBITDA margin is segment EBITDA divided by revenue. See appendix to this presentation for reconciliation tables.
Achieved a healthy EBITDA margin of 31%despite 19%decrease in EBITDA
Segment's performance is expected to follow the recovery in global industrial

Record first half potash production at theDeadSea
Average realized price dropped by \$63 per tonne, 22% lower compared to

COVID-19 impact of about \$23 million (ICL Iberia:\$13mnandICLUK:9mn)
Efficiency and cost reduction plans implemented, including shutdown of theVilafrunsmineinSpain
Polysulphate production increased by 38% over Q2 2019 to 184 thousand

(1) Segment EBITDA is a non- GAAP financial measure and is segment profit net of depreciation and amortization . See appendix to this presentation for reconciliation tables.

A 20% increase in operating income for phosphate specialties, coupled with lower cost of raw materials, partially compensated for a large decline in phosphate commodityprices
Solid performance for YPHJV in China with positive operating income
Continued strong demand for food additives
Cost reduction measures taken, including discontinuation of unprofitable phosphate rock production in Israel

(1) Segment EBITDA is a non- GAAP financial measure and is segment profit net of depreciation and amortization . See appendix to this presentation for reconciliation tables.
EBITDA and EBITDA margin increased by 29% and 33%, respectively, due to lower cost of raw materials and internal cost efficiency initiatives

Sales decreased by 3% due to exchange rates and lower sales to the turf and ornamental markets as a result of
Continued sales growth in emerging
Integration of Growers' digital platform

(1) Segment EBITDA and segment EBITDA margin are non- GAAP financial measures. Segment EBITDA is segment profit net of depreciation and amortization and segment EBITDA margin is segment EBITDA divided by revenue. See appendix to this presentation for reconciliation tables.



Multiple locations
~\$2.5B sales Multiple back officesystems
Thousands of end-customers






1.Adjusted EBITDA and adjusted net income are non-GAAP financial measures. See appendix to this presentation for reconciliation tables.
All figures shown in US \$ millions

Numbers may not add due to rounding and set offs

Allfigures shown in US \$ millions


Allfigures shown in US \$ millions Number may not add to rounding and set offs

| Q2 2020 |
|
|---|---|
| Impairment and write-downs of assets |
|
| Rotemsite (Israel) | 175 |
| Vilafruns mine (Spain) |
12 |
| TOTAL IMPAIRMENTS |
187 |
| Early retirement |
|
| Rotemsites | 52 |
| Bromine compounds |
15 |
| Magnesium | 11 |
| TOTAL EARLY RETIREMENT |
78 |
| Discontinuation of operations |
|
| Rotem(Israel) | 22 |
| Vilafruns(Spain) | 10 |
| TOTAL DISCONTINUATION OFOPERATIONS | 32 |
| TOTAL | 297 |
| Tax impact |
(57) |
| TOTALNET | 240 |
Number may not add to rounding and setoffs
All figures shown in US \$millions

Net Debt to EBITDA ratio
Operating cash flow Q2 2020dividend
Fitch and S&P credit rating reaffirmed BBB-
with stable outlook
2.4X
\$177 Mn



Differentiated business model and growth of specialty businesses provides strong support in challenging market conditions
Strong liquidity profile and no significant nearterm principal repayments ensures flexibility to manage and opportunistically grow the business
Continued focus on optimizing operations, achieving cost efficiencies and growing sales of specialty businesses
Expectations for improving commodity price environment and continued growth of specialty businesses despite short-term headwinds


Differentiated business model and growth of specialty businesses provides strong support in challenging market conditions
Continued focus on optimizing operations,
achieving cost efficiencies and growing sales of specialty businesses
POSITIVE OUTLOOK







| 297 | Q2 2020 |
|
|---|---|---|
| Q2 2020 Adjusted |
Adjustments to operating Income (Q2 '20) |
(169) |


| 297 | Q2 2020 |
|
|---|---|---|
| Q2 2020 |
Adjustments | |
| Adjusted | to operating |
|
| income | (169) | |
| (Q2 '20) |


Numbers may not add due to rounding and set offs.All figures shown in US \$ millions



Numbers may not add due to rounding and set offs.All figures shown in US \$ millions




Numbers may not add due to rounding and set offs.All figures shown in US \$ millions

| Q2 2019 |
|
|---|---|
| 17 | 10 |
| Q2 2020 |
Q2 2019 |
|
|---|---|---|
| Liabilities(1) | 2,800 | 2,711 |
| Interest rate | 3.9% | 4.3% |
| Interest expenses |
27 | 29 |
| Interest capitalization |
(6) | (4) |
| Interest expenses, net |
21 | 25 |
| Total hedging transactions, balance sheet revaluation & other |
(7) | 2 |
| Interest & exchange rate impact on long-term liabilities ofleasing and employees |
17 | 10 |
| Net financial expenses |
31 | 37 |
Numbers may not add due to rounding and set offs.All figures shown in US \$ millions
1.Average liabilities during the given quarter

| \$ millions |
Q2 2020 |
Q2 2019 |
|---|---|---|
| Adjusted income before tax(1) |
98 | 194 |
| Normalized tax rate |
20% | 21% |
| Normalized tax expenses |
20 | 40 |
| Carryforward losses not recorded for tax purposes |
6 | 3 |
| Exchange rate impact and other items |
(2) | - |
| Adjusted tax expenses |
24 | 43 |
| Adjusted Effective tax rate |
25% | 22% |
| Tax adjustments |
(57) | (3) |
| Reported provision for income taxes |
(33) | 46 |

Adjusted operating income(1)
Finance expenses
Share in earnings (losses) of equity-accounted investees and adjustments to financial expenses
Adjusted income before tax

| 98 | 194 | |
|---|---|---|
Numbers may not add due to rounding and set offs. All figures shown in US \$ millions

| CalculationofsegmentEBITDAandmargin | IndustrialProducts | Potash | PhosphateSolutions | IAS | ||||
|---|---|---|---|---|---|---|---|---|
| Q2 2020 |
Q2 2019 |
Q2 2020 |
Q2 2019 |
Q2 2020 |
Q2 2019 |
Q2 2020 |
Q2 2019 |
|
| Segment profit | 70 | 93 | 38 | 105 | 8 | 32 | 15 | 12 |
| Depreciation & Amortization |
18 | 16 | 42 | 35 | 52 | 46 | 7 | 5 |
| Segment EBITDA |
88 | 109 | 80 | 140 | 60 | 78 | 22 | 17 |
| Segment EBITDA margin |
31% | 32% | 24% | 32% | 14% | 15% | 11% | 8% |
| NetdebttoadjustedEBITDA(2) | Q2 2020 |
||
|---|---|---|---|
| Netdebt | 2,432 | ||
| AdjustedEBITDA | 1,004 | ||
| Net debt to adjusted EBITDA |
2.4 |
| Calculation of adjustedEBITDA | Q2 2020 |
Q1 2020 |
Q4 2019 |
Q3 2019 |
Q2 2019 |
|---|---|---|---|---|---|
| Net income attributable tothe | (168) | 60 | 48 | 130 | 158 |
| shareholders of theCompany | |||||
| Depreciation andAmortization | 119 | 118 | 113 | 110 | 109 |
| Financing expenses,net | 31 | 52 | 25 | 32 | 37 |
| Taxes onincome | (33) | 20 | 15 | 35 | 46 |
| Adjustments(1) | 297 | - | - | - | (10) |
| AdjustedEBITDA | 246 | 250 | 201 | 307 | 340 |
Numbers may not add due to rounding. All figures shown in US \$ millions
1. See detailed reconciliation table "Adjustments to reported operating and net income (Non-GAAP)" in the corresponding quarters' PR and 6-K 2. Last 4 quarters EBITDA

| Calculation free cash flow |
Q2 2020 |
Q2 2019 |
Q1 2020 |
|
|---|---|---|---|---|
| Cash flow from operations |
177 | 239 | 166 | |
| Additions to property plantand equipment and dividends from equity-accountedinvestees | (157) | (140) | (138) | |
| Free cash flow |
20 | 99 | 28 |
| Calculation of adjusted net income to netincome | Q2 2020 |
Q1 2020 |
Q4 2019 |
Q3 2019 |
Q2 2019 |
|---|---|---|---|---|---|
| Net income attributable to the shareholders of the Company |
(168) | 60 | 48 | 130 | 158 |
| Total adjustments to operatingincome(1) | 297 | (140) | (138) | (140) | (10) |
| Adjustments to financeexpenses(1) | - | - | - | - | |
| Total taximpactoftheaboveoperatingincome&financeexpensesadjustments(1) | (57) | - | - | - | 3 |
| Totaladjustednetincome-shareholdersoftheCompany | 72 | 60 | 48 | 130 | 151 |
| Calculation of adjusted operating income |
Q2 2020 |
Q2 2019 |
Q1 2020 |
|---|---|---|---|
| Operating income | (169) | 240 | 132 |
| Impairment loss(reversal) | 187 | (10) | - |
| Provisionforearlyretirementanddismissalofemployees | 78 | - | - |
| Provisionforpriorperiodswasteremovalandsiterestorationcosts | 32 | - | - |
| Total adjustments(1) | 297 | (106) | - |
| Adjusted operatingincome | 128 | 230 | 123 |
We disclose in this Quarterly Report non-IFRS financial measures titled, adjusted operating income, adjusted net income attributable to the Company's shareholders, adjusted EBITDA, adjusted EPS, segment EBITDA, segment EBITDA margin and free cash flow. Our management uses such non-GAAP measures 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 adjusted operating income by adjusting our operating income to add certain items, as set forth above and in the reconciliation table "Adjustments to reported operating and
net income". Certain of these items may recur. We calculate our adjusted net income attributable to the Company's shareholders by adjusting our adjusted operating income, net income attributable to the Company's shareholders to add certain items, as set forth above and in the reconciliation table "Adjustments to reported operating and net income (Non-GAAP)" in the accompanying press release, 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 adjusted operating income the depreciation and amortization. Adjusted EPS is calculated as adjusted net income divided by weighted-average diluted number of ordinary shares outstanding as provided in the reconciliation table under "Calculation of Adjusted EPS". We calculate our segment EBITDA by adding back to our segment profit the depreciation and amortization for each segment. We calculate our segment EBITDA margin by dividing segment EBITDA by revenue. 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 adjusted operating income, adjusted net income attributable to the Company's shareholders, adjusted EPS or adjusted EBITDA as a substitute for operating income or net income attributable to the Company's shareholders determined in accordance with IFRS, adjusted EPS as a substitute for EPS or free cash flow as a substitute for, 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 and free cash flow may differ from those used by other companies. However, we believe that such non-GAAP measures provide useful information to both management and investors by excluding certain expenses that management believes are not indicative of our ongoing operations. 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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