ICL Group (ICL) 2025 Conference Summary Industry Overview - **Industry**: Chemicals, specifically focusing on agricultural products, specialty chemicals, and battery materials - **Company**: ICL Group, a global specialty phosphate company with diverse operations across various regions including the U.S., China, Israel, Europe, and Brazil Key Points and Arguments Market Trends - **Pricing Trends**: Market pricing trends are gradually improving across the majority of end markets, with agriculture fundamentals remaining stable [3][4] - **Revenue Composition**: 70% of ICL's revenue is derived from specialty products, providing stability amidst market fluctuations [4] Specialty Products - **Industrial Products**: The bromine and bromine derivatives segment is involved in construction and electronics, with construction currently soft but showing signs of potential recovery [5][6] - **Phosphate Specialties**: There has been excess supply leading to pricing pressure, but an uptick in pricing is expected in the second half of the year due to excess capacity coming online [7] - **Crop Nutrition**: Strong demand and a good supply-demand balance are noted, particularly as Brazil enters its planting season [7][8] Fertilizer Market Dynamics - **Fertilizer Prices**: Fertilizer prices remain elevated, with concerns about farmer economics deteriorating, leading to potential demand destruction or substitution with cheaper alternatives [9][10] - **Tariff Impact**: ICL is insulated from tariff issues due to its global production footprint, with minor impacts noted but not significant [13][14] Potash Demand - **Demand Outlook**: Strong demand for potash is anticipated in the near term, with new contracts at higher prices expected to drive growth [15][17] - **Production Adjustments**: Adjustments in production projections were made due to geopolitical conflicts affecting operations in Israel, but recovery is expected in the second half of the year [17] Battery Materials Market - **Interest in EV Market**: ICL is monitoring the battery materials market closely, particularly for electric vehicles (EVs) and energy storage, with plans for capital allocation based on customer demand [18][20] Bromine Market Insights - **Market Stability**: Prices for bromine are stabilizing, with long-term contracts providing a buffer against market volatility [22][23] - **Demand in Electronics**: The electronics market is slowly recovering, with potential growth linked to AI and server demands [24] Specialty Product Priorities - **Focus Areas**: ICL is prioritizing investments in biologicals, enhanced efficiency fertilizers, and functional ingredients for both traditional and alternative food markets [26][28] - **Acquisitions**: Recent acquisitions in Brazil and Israel aim to strengthen capabilities in biological fertilizers and functional ingredients [27][30] Innovation and R&D - **Pipeline Innovations**: Innovations in crop nutrition, such as biodegradable fertilizers and improved nitrogen use efficiency, are being commercialized [33][34] - **Collaborations**: ICL is leveraging external collaborations to enhance its product offerings in the alternative protein space [34][35] Financial Strategy - **Free Cash Flow Management**: ICL aims to maintain a healthy balance sheet, balancing maintenance and growth capital expenditures with M&A activities [37][39] - **M&A Focus**: The company is focused on bolt-on acquisitions to enhance existing businesses rather than transformational M&A [39] Overall Sentiment - **Transformation Success**: ICL has successfully transformed from a commodity-based company to one where 70% of revenue comes from specialty products, with ongoing investments aimed at improving margins and customer value [41][42] Additional Important Insights - **Regional Variability**: Market sentiment and demand can vary significantly by region, particularly in agriculture [4][12] - **Long-term Growth**: The company is optimistic about long-term growth prospects across its various segments, particularly in specialty products and innovations [17][41]

FORM 6-K Filing Information [Report Details](index=1&type=section&id=Report%20Details) This section provides the standard SEC Form 6-K filing details for ICL Group Ltd. for the month of August 2025 - Form 6-K filed for the month of August 2025 by ICL Group Ltd. (Commission File Number: 001-13742)[2](index=2&type=chunk) [Incorporation by Reference](index=2&type=section&id=Incorporation%20by%20Reference) This Form 6-K report is incorporated by reference into ICL Group Ltd.'s registration statement on Form S-8 and its Israeli Shelf Prospectus - The report is incorporated by reference into the registration statement on Form S-8 (Registration Number: 333-205518) and the Israeli Shelf Prospectus (Filing Number: 2022-02-019821)[4](index=4&type=chunk) Q2 2025 Results Overview [Financial Highlights](index=5&type=section&id=Financial%20Highlights) ICL reported increased sales of **$1.8 billion** in Q2 2025, up approximately **$80 million** year-over-year, but operating income, adjusted EBITDA, and adjusted diluted EPS all decreased compared to the prior year Q2 2025 Key Financial Highlights (YoY) | Metric | Q2 2025 ($ millions) | Q2 2024 ($ millions) | Change ($ millions) | | :------------------- | :------------------- | :------------------- | :------------------ | | Sales | 1,800 | 1,720 (implied) | +80 | | Operating Income | 181 | 211 | (30) | | Adjusted EBITDA | 351 | 377 | (26) | | Adjusted Diluted EPS | 0.09 | 0.10 | (0.01) | [CEO Commentary & Outlook](index=5&type=section&id=CEO%20Commentary%20%26%20Outlook) The CEO highlighted year-over-year and sequential sales growth, primarily driven by specialties-focused businesses, while reiterating full-year 2025 specialties-driven EBITDA guidance and updating potash sales volume guidance - ICL delivered year-over-year and sequential sales increases in Q2, led by specialties-driven businesses (Industrial Products, Phosphate Solutions, Growing Solutions)[9](index=9&type=chunk) - Potash segment sales were lower year-over-year due to lower quantities and 2024 contract prices for India and China, but Q3 sales are expected to improve with increased 2025 contract and spot prices[9](index=9&type=chunk) 2025 Guidance Updates | Metric | Guidance | | :-------------------------- | :------------------------------------ | | Specialties-driven EBITDA (FY 2025) | $0.95 billion to $1.15 billion (reiterated) | | Potash Sales Volumes (FY 2025) | 4.3 million to 4.5 million metric tons (updated) | Financial Results and Business Overview [About ICL](index=6&type=section&id=About%20ICL) ICL Group Ltd. is a global specialty minerals company that provides sustainable solutions for food, agriculture, and industrial markets, leveraging its unique mineral resources and R&D capabilities - ICL Group Ltd. is a leading global specialty minerals company, creating impactful solutions for humanity's sustainability challenges in the food, agriculture, and industrial markets[11](index=11&type=chunk) - The company leverages its unique bromine, potash, and phosphate resources, global professional workforce, and sustainability-focused R&D and technological innovation capabilities[11](index=11&type=chunk) ICL Company Overview | Metric | Value | | :---------------------- | :---------- | | Stock Exchange Listings | NYSE, TASE (ICL) | | Employees Worldwide | >12,000 | | 2024 Revenues | ~$7 billion | [Financial Figures and Non-GAAP Financial Measures](index=6&type=section&id=Financial%20Figures%20and%20Non-GAAP%20Financial%20Measures) This section presents key consolidated financial figures for Q2 and H1 2025, including both IFRS and non-GAAP measures, along with detailed reconciliations and explanations of the non-GAAP metrics used by management to assess performance Consolidated Financial Highlights (Q2 & H1 2025 vs. 2024) | Metric ($ millions) | 4-6/2025 | 4-6/2024 | 1-6/2025 | 1-6/2024 | 1-12/2024 | | :------------------------------------------ | :------- | :------- | :------- | :------- | :-------- | | Sales | 1,832 | 1,752 | 3,599 | 3,487 | 6,841 | | Gross profit | 554 | 568 | 1,114 | 1,125 | 2,256 | | Operating income | 181 | 211 | 366 | 414 | 775 | | Adjusted operating income | 201 | 225 | 409 | 440 | 873 | | Net income attributable to the Company's shareholders | 93 | 115 | 184 | 224 | 407 | | Adjusted net income attributable to the Company's shareholders | 110 | 126 | 220 | 244 | 484 | | Diluted earnings per share (in dollars) | 0.07 | 0.09 | 0.14 | 0.17 | 0.32 | | Diluted adjusted earnings per share (in dollars) | 0.09 | 0.10 | 0.17 | 0.19 | 0.38 | | Adjusted EBITDA | 351 | 377 | 710 | 739 | 1,469 | | Cash flows from operating activities | 269 | 316 | 434 | 608 | 1,468 | | Purchases of property, plant and equipment and intangible assets | 202 | 142 | 392 | 287 | 713 | [Non-GAAP Measures Explanation](index=7&type=section&id=Non-GAAP%20Measures%20Explanation) ICL utilizes non-IFRS financial measures such as adjusted operating income, adjusted net income, diluted adjusted EPS, and adjusted EBITDA to provide a clearer view of period-to-period operating performance by excluding items not indicative of ongoing operations - Management uses adjusted operating income, adjusted net income, diluted adjusted EPS, and adjusted EBITDA to facilitate operating performance comparisons from period to period[15](index=15&type=chunk) - These non-IFRS measures exclude certain items management believes are not indicative of ongoing operations, aiming to improve comparability and transparency for investors[16](index=16&type=chunk) [Adjustments to Reported Operating and Net Income](index=8&type=section&id=Adjustments%20to%20Reported%20Operating%20and%20Net%20Income) This section details the specific adjustments made to IFRS operating and net income to derive non-GAAP figures, including charges related to the security situation in Israel, asset impairments, and provisions for early retirement Adjustments to Operating and Net Income ($ millions) | Adjustment Category | 4-6/2025 | 4-6/2024 | 1-6/2025 | 1-6/2024 | 1-12/2024 | | :------------------------------------------------ | :------- | :------- | :------- | :------- | :-------- | | Operating income (IFRS) | 181 | 211 | 366 | 414 | 775 | | Charges related to the security situation in Israel | 15 | 14 | 25 | 26 | 57 | | Impairment and write-off of assets and provision for site closure | 5 | - | 5 | - | 35 | | Fire incident at Ashdod Port | - | - | 4 | - | - | | Provision for early retirement | - | - | 9 | - | 4 | | Legal proceedings | - | - | - | - | 2 | | **Total adjustments to operating income** | **20** | **14** | **43** | **26** | **98** | | **Adjusted operating income** | **201** | **225** | **409** | **440** | **873** | | Net income attributable to the shareholders of the Company (IFRS) | 93 | 115 | 184 | 224 | 407 | | Total adjustments to operating income | 20 | 14 | 43 | 26 | 98 | | Total tax adjustments | (3) | (3) | (7) | (6) | (21) | | **Total adjusted net income - shareholders of the Company** | **110** | **126** | **220** | **244** | **484** | [Consolidated Adjusted EBITDA and Diluted Adjusted EPS](index=9&type=section&id=Consolidated%20Adjusted%20EBITDA%20and%20Diluted%20Adjusted%20EPS) This section provides the detailed reconciliation of net income to adjusted EBITDA and the calculation of diluted adjusted earnings per share, outlining the specific adjustments made Adjusted EBITDA Calculation ($ millions) | Metric | 4-6/2025 | 4-6/2024 | 1-6/2025 | 1-6/2024 | 1-12/2024 | | :---------------------------------------- | :------- | :------- | :------- | :------- | :-------- | | Net income | 108 | 130 | 214 | 256 | 464 | | Financing expenses, net | 13 | 33 | 50 | 68 | 140 | | Taxes on income | 60 | 48 | 102 | 90 | 172 | | Less: Share in earnings of equity-accounted investees | - | - | - | - | (1) | | Operating income | 181 | 211 | 366 | 414 | 775 | | Depreciation and amortization | 150 | 152 | 301 | 299 | 596 | | Adjustments | 20 | 14 | 43 | 26 | 98 | | **Total adjusted EBITDA** | **351** | **377** | **710** | **739** | **1,469** | Diluted Adjusted EPS Calculation | Metric | 4-6/2025 | 4-6/2024 | 1-6/2025 | 1-6/2024 | 1-12/2024 | | :---------------------------------------------------------------- | :------- | :------- | :------- | :------- | :-------- | | Adjusted net income - shareholders of the Company ($ millions) | 110 | 126 | 220 | 244 | 484 | | Weighted-average number of diluted ordinary shares outstanding (in thousands) | 1,292,096 | 1,290,158 | 1,291,450 | 1,289,977 | 1,290,039 | | **Diluted adjusted earnings per share (in dollars)** | **0.09** | **0.10** | **0.17** | **0.19** | **0.38** | [External Factors](index=10&type=section&id=External%20Factors) This section addresses the potential business and financial impacts of new US tariffs and the ongoing security situation in Israel, including regional tensions and supply chain disruptions [Impact of New US Tariffs](index=10&type=section&id=Impact%20of%20New%20US%20Tariffs) ICL is actively monitoring existing and potential US tariffs, but currently does not anticipate a material adverse effect on its operations, financial condition, or liquidity, though the actual impact remains uncertain - ICL is monitoring US tariffs but does not believe they will have a material adverse effect on its results, financial condition, or liquidity based on the current status[26](index=26&type=chunk) - The actual impact remains uncertain and depends on factors such as effective date, duration, scope, magnitude, potential countermeasures, and mitigating actions[26](index=26&type=chunk) [Security Situation in Israel](index=10&type=section&id=Security%20Situation%20in%20Israel) The ongoing security situation in Israel, including a **12-day** state of war in June 2025, has caused supply chain disruptions, personnel shortages, increased costs, and trade limitations, with future effects remaining uncertain - The security situation in Israel, including a **12-day** declared state of war in June 2025, has led to disruptions in supply chains, shipping routes, personnel shortages due to reserve duty, and additional costs for site protection[27](index=27&type=chunk) - Regional tensions, including Houthi attacks, have intensified, disrupting shipping routes and increasing commercial shipping costs[27](index=27&type=chunk) - While the security situation has not had a material impact on business results to date, its future effects remain uncertain due to the unpredictable nature and duration of the conflict[29](index=29&type=chunk) [Results Analysis for the Period April – June 2025](index=11&type=section&id=Results%20Analysis%20for%20Q2%202025) Operating income for Q2 2025 was negatively impacted by lower sales volumes, higher raw material costs, and increased operational expenses, partially offset by price increases and favorable exchange rates, while net financing expenses decreased and tax expenses increased [Operating Income Drivers](index=11&type=section&id=Operating%20Income%20Drivers) Q2 2025 operating income was negatively affected by lower sales volumes of potash and bromine-based flame retardants, higher raw material costs, and increased operational costs, partially offset by higher prices and favorable exchange rates Q2 2025 Operating Income Drivers ($ millions) | Driver | Impact on Operating Income | | :-------------------------- | :------------------------- | | Quantity | (20) | | Price | 94 | | Exchange rates | 1 | | Raw materials | (37) | | Energy | 2 | | Transportation | 9 | | Operating and other expenses | (73) | - Negative impact on operating income primarily due to lower sales volumes of potash, FertilizerpluS products, and bromine-based flame retardants, partially offset by higher sales volumes of specialty agriculture products, clear brine fluids, phosphorus-based flame retardants, and phosphate fertilizers[32](index=32&type=chunk) - Positive impact on operating income primarily driven by a **$33** year-over-year increase in the potash price (CIF) per tonne, along with higher selling prices of phosphate fertilizers, specialty agriculture products, and phosphorus-based flame retardants[32](index=32&type=chunk) [Net Financing Expenses](index=12&type=section&id=Net%20Financing%20Expenses) Net financing expenses decreased by **$20 million** in Q2 2025 compared to Q2 2024, primarily due to favorable exchange rate differences and a reduction in net interest expenses Net Financing Expenses (Q2 YoY) | Metric | Q2 2025 ($ millions) | Q2 2024 ($ millions) | Change ($ millions) | | :--------------------- | :------------------- | :------------------- | :------------------ | | Net financing expenses | 13 | 33 | (20) | - The decrease in net financing expenses is primarily due to exchange rate differences net of hedging transactions, as well as a **$3 million** decrease in net interest expenses[33](index=33&type=chunk) [Tax Expenses](index=12&type=section&id=Tax%20Expenses) Reported tax expenses increased to **$60 million** in Q2 2025 from **$48 million** in Q2 2024, with the effective tax rate rising to **36%** (adjusted **34%**) from **27%**, mainly due to the appreciation of the Israeli shekel against the US dollar Tax Expenses and Effective Tax Rate (Q2 YoY) | Metric | Q2 2025 ($ millions) | Q2 2024 ($ millions) | Effective Tax Rate Q2 2025 | Effective Tax Rate Q2 2024 | | :-------------------- | :------------------- | :------------------- | :------------------------- | :------------------------- | | Reported Tax Expenses | 60 | 48 | 36% | 27% | | Adjusted Tax Expenses | 63 | 51 | 34% | 27% | - The Company's relatively high effective tax rate in the quarter was primarily due to the appreciation of the Israeli shekel against the US dollar during the period[34](index=34&type=chunk) [Results Analysis for H1 2025](index=13&type=section&id=Results%20Analysis%20for%20H1%202025) Operating income for H1 2025 was positively impacted by price increases and reduced transportation costs, but negatively affected by higher operating and raw material costs, and unfavorable exchange rates, while net financing expenses decreased and tax expenses increased [Operating Income Drivers](index=13&type=section&id=Operating%20Income%20Drivers) H1 2025 operating income saw positive impacts from increased sales volumes, higher selling prices, and reduced transportation costs, partially offset by higher raw material and operational expenses H1 2025 Operating Income Drivers ($ millions) | Driver | Impact on Operating Income | | :-------------------------- | :------------------------- | | Quantity | 4 | | Price | 73 | | Exchange rates | (2) | | Raw materials | (25) | | Energy | (1) | | Transportation | 26 | | Operating and other expenses | (106) | - Positive impact on operating income primarily related to an increase in sales volumes of phosphate fertilizers, specialty agriculture products, phosphorus-based flame retardants, WPA, industrial salts, and food specialties[37](index=37&type=chunk) - Positive impact on operating income primarily driven by a **$6** year-over-year increase in the price of potash (CIF) per tonne, along with an increase in selling prices of phosphate fertilizers, specialty agriculture products, and FertilizerpluS products[37](index=37&type=chunk) [Net Financing Expenses](index=14&type=section&id=Net%20Financing%20Expenses) Net financing expenses decreased by **$18 million** in H1 2025 compared to H1 2024, primarily due to favorable exchange rate differences and a reduction in net interest expenses Net Financing Expenses (H1 YoY) | Metric | H1 2025 ($ millions) | H1 2024 ($ millions) | Change ($ millions) | | :--------------------- | :------------------- | :------------------- | :------------------ | | Net financing expenses | 50 | 68 | (18) | - The reduction is primarily due to exchange rate differences net of hedging transactions, as well as a **$4 million** decrease in net interest expenses[38](index=38&type=chunk) [Tax Expenses](index=14&type=section&id=Tax%20Expenses) Reported tax expenses increased to **$102 million** in H1 2025 from **$90 million** in H1 2024, with the effective tax rate rising to **32%** (adjusted **30%**) from **26%**, mainly due to the appreciation of the Israeli shekel against the US dollar Tax Expenses and Effective Tax Rate (H1 YoY) | Metric | H1 2025 ($ millions) | H1 2024 ($ millions) | Effective Tax Rate H1 2025 | Effective Tax Rate H1 2024 | | :-------------------- | :------------------- | :------------------- | :------------------------- | :------------------------- | | Reported Tax Expenses | 102 | 90 | 32% | 26% | | Adjusted Tax Expenses | 109 | 96 | 30% | 26% | - The Company's relatively high effective tax rate for this period was primarily impacted by the appreciation of the Israeli shekel against the US dollar[39](index=39&type=chunk) Segment Information [Industrial Products](index=15&type=section&id=Industrial%20Products) The Industrial Products segment experienced a slight increase in sales year-over-year for Q2 and H1 2025, primarily driven by higher prices offsetting lower volumes, with operating income decreasing in Q2 but remaining stable for H1 [Results of Operations and Key Indicators](index=15&type=section&id=Results%20of%20Operations%20and%20Key%20Indicators) Industrial Products segment sales increased slightly in Q2 and H1 2025, while operating income and EBITDA saw minor declines in Q2 but remained relatively stable for H1, with consistent capital expenditures Industrial Products Segment Financials ($ millions) | Metric | 4-6/2025 | 4-6/2024 | 1-6/2025 | 1-6/2024 | 1-12/2024 | | :---------------------- | :------- | :------- | :------- | :------- | :-------- | | Segment Sales | 319 | 315 | 663 | 650 | 1,239 | | Segment Operating Income | 54 | 60 | 116 | 119 | 224 | | Segment EBITDA | 69 | 74 | 145 | 146 | 281 | | Capital expenditures | 16 | 19 | 34 | 35 | 94 | [Highlights and Business Environment](index=15&type=section&id=Highlights%20and%20Business%20Environment) Elemental bromine and bromine-based flame retardant sales declined due to lower volumes and weak demand, while phosphorus-based flame retardants and clear brine fluids sales increased due to higher volumes and prices - Elemental bromine sales declined slightly year-over-year, with higher prices partially offsetting lower volumes mainly driven by continued subdued demand in the bromine-based flame retardants market[44](index=44&type=chunk) - Sales of phosphorus-based flame retardants increased year-over-year, supported by both higher volumes and prices, following the imposition of duties on Chinese imports of TCPP, especially in the US[44](index=44&type=chunk) - Clear brine fluids sales increased year-over-year, primarily due to higher volumes in North America, which enabled ICL to maintain its leading position in this market[44](index=44&type=chunk) [Q2 2025 Operating Income Drivers](index=16&type=section&id=Q2%202025%20Operating%20Income%20Drivers) Q2 2025 operating income for Industrial Products was negatively impacted by lower volumes of bromine-based flame retardants and elemental bromine, and higher operational expenses, partially offset by higher selling prices and decreased raw material costs Industrial Products Q2 2025 Operating Income Drivers ($ millions) | Driver | Impact on Operating Income | | :-------------------------- | :------------------------- | | Quantity | (6) | | Price | 19 | | Exchange rates | - | | Raw materials | 2 | | Energy | (1) | | Transportation | (3) | | Operating and other expenses | (17) | - Negative impact on operating income primarily driven by lower sales volumes of bromine-based flame retardants and elemental bromine, partially offset by increased sales volumes of clear brine fluids and phosphorus-based flame retardants[45](index=45&type=chunk) - Positive impact on operating income mainly attributable to higher selling prices of elemental bromine, bromine- and phosphorus-based flame retardants, as well as specialty minerals[46](index=46&type=chunk) [H1 2025 Operating Income Drivers](index=17&type=section&id=H1%202025%20Operating%20Income%20Drivers) H1 2025 operating income for Industrial Products was positively influenced by higher selling prices of phosphorus-based flame retardants, specialty minerals, and elemental bromine, as well as decreased raw material costs, with negative impacts from increased transportation and operational expenses Industrial Products H1 2025 Operating Income Drivers ($ millions) | Driver | Impact on Operating Income | | :-------------------------- | :------------------------- | | Quantity | (2) | | Price | 14 | | Exchange rates | (1) | | Raw materials | 6 | | Energy | (1) | | Transportation | (5) | | Operating and other expenses | (14) | - Positive impact on operating income primarily related to higher selling prices of phosphorus-based flame retardants, specialty minerals and elemental bromine[47](index=47&type=chunk) - Positive impact on operating income was driven by decreased raw materials costs[48](index=48&type=chunk) [Potash](index=18&type=section&id=Potash) The Potash segment experienced decreased sales and operating income in Q2 and H1 2025 due to lower production and sales volumes, primarily in China, Brazil, and the US, despite an increase in potash prices, with geopolitical unrest impacting production [Results of Operations and Key Indicators](index=18&type=section&id=Results%20of%20Operations%20and%20Key%20Indicators) Potash segment sales, gross profit, and operating income decreased in Q2 and H1 2025, while capital expenditures increased and the average CIF potash price rose significantly Potash Segment Financials ($ millions) | Metric | 4-6/2025 | 4-6/2024 | 1-6/2025 | 1-6/2024 | 1-12/2024 | | :-------------------------- | :------- | :------- | :------- | :------- | :-------- | | Segment Sales | 383 | 422 | 788 | 845 | 1,656 | | Gross Profit | 133 | 157 | 269 | 326 | 650 | | Segment Operating Income | 52 | 60 | 108 | 122 | 250 | | Capital expenditures | 89 | 63 | 153 | 129 | 332 | | Potash price - CIF ($ per tonne) | 333 | 300 | 316 | 310 | 299 | [Highlights and Business Environment](index=18&type=section&id=Highlights%20and%20Business%20Environment) Potash CIF price increased by **11%** year-over-year in Q2 2025, supported by decreasing global grain inventories, and ICL signed new potash supply agreements with India and China for 2025 - ICL's potash price (CIF) per tonne was **$333** in the second quarter, reflecting an **11%** increase compared to both the first quarter and year-over-year[53](index=53&type=chunk) - The WASDE report showed a continued decrease in the expected ratio of global inventories of grains to consumption to **25.7%** for the 2025/26 agriculture year, compared to **26.5%** for 2024/25 and **28.2%** for 2023/24[53](index=53&type=chunk) - ICL signed contracts to supply **400,000 mt** (with an option for **100,000 mt**) of potash to IPL in India at **$349/tonne**, and **750,000 mt** (with an option for **340,000 mt**) to Chinese customers at **$346/tonne** for 2025[53](index=53&type=chunk) [Global Potash Market - Average Prices and Imports](index=19&type=section&id=Global%20Potash%20Market%20-%20Average%20Prices%20and%20Imports) Global potash prices in key regions showed significant year-over-year and quarter-over-quarter increases in Q2 2025, while imports to Brazil remained stable, increased to China, but significantly decreased to India Global Potash Average Prices ($ per tonne) | Average prices | 4-6/2025 | 4-6/2024 | VS Q2 2024 | 1-3/2025 | VS Q1 2025 | | :-------------------------------- | :------- | :------- | :--------- | :------- | :--------- | | Granular potash – Brazil (CFR spot) | 357 | 311 | 14.8% | 321 | 11.2% | | Granular potash – Northwest Europe (CIF spot/contract) | 354 | 348 | 1.7% | 338 | 4.7% | | Standard potash – Southeast Asia (CFR spot) | 343 | 292 | 17.5% | 307 | 11.7% | Potash Imports (million tonnes) | Potash imports | 4-6/2025 | 4-6/2024 | VS Q2 2024 | 1-3/2025 | VS Q1 2025 | | :------------- | :------- | :------- | :--------- | :------- | :--------- | | To Brazil | 4.1 | 4.1 | 0.0% | 2.8 | 46.4% | | To China | 2.8 | 2.6 | 7.7% | 3.6 | (22.2)% | | To India | 0.3 | 0.9 | (66.7)% | 0.8 | (62.5)% | [Potash Production and Sales](index=19&type=section&id=Potash%20Production%20and%20Sales) Potash production and total sales volumes decreased year-over-year in both Q2 and H1 2025, primarily due to operational challenges and war-related issues at the Dead Sea, leading to lower sales in key markets Potash Production and Sales (Thousands of tonnes) | Metric | 4-6/2025 | 4-6/2024 | 1-6/2025 | 1-6/2024 | 1-12/2024 | | :-------------------------------- | :------- | :------- | :------- | :------- | :-------- | | Production | 957 | 1,108 | 2,019 | 2,238 | 4,502 | | Total sales (including internal sales) | 971 | 1,153 | 2,074 | 2,237 | 4,556 | | Closing inventory | 174 | 285 | 174 | 285 | 229 | - Q2 production decreased by **151 thousand tonnes** year-over-year, mainly due to operational challenges and war-related issues at the Dead Sea. Sales decreased by **182 thousand tonnes** year-over-year, mainly due to reduced production, impacting sales in China, Brazil, and the US[56](index=56&type=chunk) [Q2 2025 Operating Income Drivers](index=20&type=section&id=Q2%202025%20Operating%20Income%20Drivers) Q2 2025 operating income for Potash was negatively impacted by lower sales volumes in China, Brazil, and the US, and higher maintenance/operational costs, partially offset by a significant increase in potash prices and reduced marine transportation costs Potash Q2 2025 Operating Income Drivers ($ millions) | Driver | Impact on Operating Income | | :-------------------------- | :------------------------- | | Quantity | (19) | | Price | 19 | | Exchange rates | 1 | | Transportation | 7 | | Operating and other expenses | (16) | - Negative impact on operating income primarily due to lower potash sales volumes in China, Brazil, and the US, partially offset by higher potash sales volumes in Europe and India[58](index=58&type=chunk) - Positive impact on operating income primarily driven by a **$33** year-over-year increase in the potash price (CIF) per tonne[58](index=58&type=chunk) [H1 2025 Operating Income Drivers](index=21&type=section&id=H1%202025%20Operating%20Income%20Drivers) H1 2025 operating income for Potash was negatively impacted by decreased sales volumes of magnesium and potash in China and the US, lower prices for several products, and higher maintenance/operational costs, with positive contributions from reduced transportation costs Potash H1 2025 Operating Income Drivers ($ millions) | Driver | Impact on Operating Income | | :-------------------------- | :------------------------- | | Quantity | (12) | | Price | (4) | | Exchange rates | - | | Raw materials | 1 | | Energy | (4) | | Transportation | 21 | | Operating and other expenses | (16) | - Negative impact on operating income primarily related to a decrease in sales volumes of magnesium, as well as a decrease in potash sales volumes in China and the US, partially offset by higher potash sales volumes mainly in Europe and Brazil[60](index=60&type=chunk) - Positive impact on operating income was primarily due to reduced inland and marine transportation costs, primarily to Brazil, China, and the US[60](index=60&type=chunk) [Phosphate Solutions](index=22&type=section&id=Phosphate%20Solutions) The Phosphate Solutions segment reported increased sales in Q2 and H1 2025, driven by significantly strengthened phosphate prices and higher sales volumes, despite higher raw material costs, with operating income remaining stable or slightly increasing [Results of Operations and Key Indicators](index=22&type=section&id=Results%20of%20Operations%20and%20Key%20Indicators) Phosphate Solutions segment sales increased in Q2 and H1 2025, while operating income and EBITDA remained relatively stable, and capital expenditures increased year-over-year Phosphate Solutions Segment Financials ($ millions) | Metric | 4-6/2025 | 4-6/2024 | 1-6/2025 | 1-6/2024 | 1-12/2024 | | :---------------------- | :------- | :------- | :------- | :------- | :-------- | | Segment Sales | 637 | 572 | 1,210 | 1,131 | 2,215 | | Segment Operating Income | 90 | 93 | 181 | 177 | 358 | | Segment EBITDA | 134 | 146 | 273 | 277 | 549 | | Capital expenditures | 84 | 71 | 155 | 123 | 340 | [Highlights and Business Environment](index=22&type=section&id=Highlights%20and%20Business%20Environment) Phosphate prices strengthened significantly in Q2 2025 due to strong demand and reduced Chinese DAP/MAP availability, supporting fertilizer demand, and ICL submitted a funding application for a battery materials plant in Spain - Phosphate prices strengthened significantly during the second quarter of 2025, averaging **18%** higher quarter-over-quarter and **31%** higher year-over-year, supported by firm demand, reduced Chinese DAP and MAP availability, and tariff-related risks[64](index=64&type=chunk) - In the US, corn planting reached **95.2 million acres**, approximately **5%** higher year-over-year, supporting fertilizer demand and leading to a rise in DAP FOB NOLA prices[64](index=64&type=chunk) - ICL submitted a funding application to the European Innovation Fund in April 2025, as part of its expected plan to build a battery materials plant in Spain[65](index=65&type=chunk) [Global Phosphate Commodities Market - Average Prices](index=23&type=section&id=Global%20Phosphate%20Commodities%20Market%20-%20Average%20Prices) Average prices for DAP, TSP, SSP, and Sulphur all increased significantly year-over-year and quarter-over-quarter in Q2 2025, with Indian phosphoric acid prices also increasing for Q3 2025 Global Phosphate Commodities Average Prices ($ per tonne) | Average prices | 4-6/2025 | 4-6/2024 | VS Q2 2024 | 1-3/2025 | VS Q1 2025 | | :------------------------------------------ | :------- | :------- | :--------- | :------- | :--------- | | DAP (CFR India Bulk Spot) | 723 | 527 | 37% | 635 | 14% | | TSP (CFR Brazil Bulk Spot) | 564 | 425 | 33% | 500 | 13% | | SSP (CPT Brazil inland 18-20% Bulk Spot P2O5) | 312 | 281 | 11% | 281 | 11% | | Sulphur (Bulk FOB Adnoc monthly Bulk contract) | 286 | 84 | 240% | 183 | 56% | - Indian phosphoric acid prices for the third quarter were agreed at **$1,258/mt P2O5**, an increase of **$105** compared to the second quarter of 2025[66](index=66&type=chunk) [Q2 2025 Operating Income Drivers](index=24&type=section&id=Q2%202025%20Operating%20Income%20Drivers) Q2 2025 operating income for Phosphate Solutions was positively impacted by higher sales volumes and increased selling prices of phosphate fertilizers, along with reduced transportation costs, largely offset by higher sulphur costs and increased operational expenses Phosphate Solutions Q2 2025 Operating Income Drivers ($ millions) | Driver | Impact on Operating Income | | :-------------------------- | :------------------------- | | Quantity | 8 | | Price | 23 | | Exchange rates | 4 | | Raw materials | (23) | | Energy | (2) | | Transportation | 6 | | Operating and other expenses | (19) | - Positive impact on operating income due to higher sales volumes of phosphate fertilizers, food specialties, white phosphoric acid, industrial salts, and MAP used as a raw material for energy storage solutions[67](index=67&type=chunk) - Positive impact on operating income primarily related to higher selling prices of phosphate fertilizers, partially offset by lower selling prices of food specialties, white phosphoric acid, and industrial salts[68](index=68&type=chunk) [H1 2025 Operating Income Drivers](index=25&type=section&id=H1%202025%20Operating%20Income%20Drivers) H1 2025 operating income for Phosphate Solutions was positively impacted by higher sales volumes of phosphate fertilizers and other specialty products, increased selling prices, and reduced transportation costs, partially offset by higher sulphur costs and increased operational expenses Phosphate Solutions H1 2025 Operating Income Drivers ($ millions) | Driver | Impact on Operating Income | | :-------------------------- | :------------------------- | | Quantity | 22 | | Price | 17 | | Exchange rates | 4 | | Raw materials | (14) | | Energy | (2) | | Transportation | 9 | | Operating and other expenses | (32) | - Positive impact on operating income due to higher sales volumes of phosphate fertilizers, white phosphoric acid, industrial salts, and food specialties[70](index=70&type=chunk) - Positive impact on operating income primarily related to higher selling prices of phosphate fertilizers and MAP used as a raw material for energy storage solutions, partially offset by lower selling prices of white phosphoric acid, food specialties, and industrial salts[71](index=71&type=chunk) [Growing Solutions](index=26&type=section&id=Growing%20Solutions) The Growing Solutions segment achieved increased sales and operating income in Q2 and H1 2025, driven by higher volumes and favorable pricing in specialty agriculture and turf & ornamental products, despite higher raw material costs [Results of Operations and Key Indicators](index=26&type=section&id=Results%20of%20Operations%20and%20Key%20Indicators) Growing Solutions segment sales, operating income, and EBITDA all increased significantly in Q2 and H1 2025, with capital expenditures remaining stable Growing Solutions Segment Financials ($ millions) | Metric | 4-6/2025 | 4-6/2024 | 1-6/2025 | 1-6/2024 | 1-12/2024 | | :---------------------- | :------- | :------- | :------- | :------- | :-------- | | Segment Sales | 540 | 494 | 1,035 | 973 | 1,950 | | Segment Operating Income | 35 | 25 | 63 | 48 | 128 | | Segment EBITDA | 56 | 45 | 103 | 87 | 202 | | Capital expenditures | 16 | 19 | 35 | 34 | 98 | [Highlights and Business Environment](index=26&type=section&id=Highlights%20and%20Business%20Environment) Specialty Agriculture sales increased due to higher volumes, favorable pricing, and acquisitions, while Turf and Ornamental sales grew due to higher prices and acquisitions, and FertilizerpluS sales decreased due to lower European volumes - Specialty Agriculture (SA) sales increased year-over-year due to higher volumes (US, Europe, India), favorable pricing (Brazil micronutrients), and the July 2024 acquisition of Custom Ag Formulators (CAF)[76](index=76&type=chunk) - Turf and Ornamental (T&O) sales increased year-over-year, driven mainly by growth in Europe, higher prices (Ornamental Horticulture), and the acquisition of GreenBest[76](index=76&type=chunk) - FertilizerpluS sales decreased year-over-year, mainly due to lower sales volumes in Europe, partially offset by higher selling prices of PK Plus in Europe and granular Polysulphate in the US, as well as increased volumes in India[76](index=76&type=chunk) [Q2 2025 Operating Income Drivers](index=27&type=section&id=Q2%202025%20Operating%20Income%20Drivers) Q2 2025 operating income for Growing Solutions was positively impacted by higher sales volumes and selling prices of specialty agriculture products, partially offset by higher raw material and operational costs Growing Solutions Q2 2025 Operating Income Drivers ($ millions) | Driver | Impact on Operating Income | | :-------------------------- | :------------------------- | | Quantity | 5 | | Price | 36 | | Exchange rates | - | | Raw materials | (23) | | Energy | 5 | | Transportation | (1) | | Operating and other expenses | (12) | - Positive impact on operating income primarily related to higher sales volumes of specialty agriculture products, partially offset by lower sales volumes of FertilizerpluS products[77](index=77&type=chunk) - Negative impact on operating income primarily related to higher costs of commodity fertilizers, sulphur and nitrogen[79](index=79&type=chunk) [H1 2025 Operating Income Drivers](index=28&type=section&id=H1%202025%20Operating%20Income%20Drivers) H1 2025 operating income for Growing Solutions was positively impacted by higher sales volumes and selling prices of specialty agriculture and FertilizerpluS products, and decreased energy prices, partially offset by unfavorable exchange rates, higher raw material costs, and increased operational costs Growing Solutions H1 2025 Operating Income Drivers ($ millions) | Driver | Impact on Operating Income | | :-------------------------- | :------------------------- | | Quantity | 9 | | Price | 50 | | Exchange rates | (2) | | Raw materials | (28) | | Energy | 6 | | Transportation | 1 | | Operating and other expenses | (21) | - Positive impact on operating income primarily related to higher sales volumes of specialty agriculture products, partially offset by lower sales volumes of FertilizerpluS products[80](index=80&type=chunk) - Unfavorable impact on operating income mainly due to the depreciation of the average exchange rate of the Brazilian real against the US dollar, partially offset by the appreciation of the average exchange rate of the euro against the US dollar[81](index=81&type=chunk) Liquidity and Capital Resources [Source and Uses of Cash](index=29&type=section&id=Source%20and%20Uses%20of%20Cash) In Q2 2025, cash flow from operating activities decreased, while cash used in investing activities increased due to higher capital expenditures, and net cash provided by financing activities significantly improved Cash Flow Summary (Q2 YoY) | Metric | Q2 2025 ($ millions) | Q2 2024 ($ millions) | Change ($ millions) | | :---------------------------------------- | :------------------- | :------------------- | :------------------ | | Net cash provided by operating activities | 269 | 316 | (47) | | Net cash used in investing activities | 212 | 125 | 87 | | Net cash provided by (used in) financing activities | 198 | (263) | 461 | - The decrease in operating cash flow was mainly due to exchange rate, interest, and derivatives, partially offset by changes in working capital[82](index=82&type=chunk) - The increase in net cash used in investing activities was mainly due to higher payments for property, plant, and equipment[83](index=83&type=chunk) [Outstanding Net Debt](index=29&type=section&id=Outstanding%20Net%20Debt) ICL's net financial liabilities increased to **$2,214 million** as of June 30, 2025, up by **$363 million** from December 31, 2024, including an expansion of its Series G debentures Net Financial Liabilities | Metric | June 30, 2025 ($ millions) | December 31, 2024 ($ millions) | Change ($ millions) | | :---------------------- | :------------------------- | :----------------------------- | :------------------ | | Net financial liabilities | 2,214 | 1,851 | 363 | - In May 2025, the Company completed an expansion of its Series G debentures in Israel, in the amount of NIS **850 million** (approximately **$236 million**), bringing the total outstanding principal to NIS **1,570 million** (approximately **$436 million**)[86](index=86&type=chunk) [Credit Facilities](index=29&type=section&id=Credit%20Facilities) The Sustainability-linked Revolving Credit Facility (RCF) was extended to April 2030, with the facility amount reducing to **$1,400 million** effective April 2029, and ICL utilized **$903 million** of the RCF and **$182 million** of its **$300 million** committed securitization facility as of June 30, 2025 - The Sustainability-Linked Revolving Credit Facility (RCF) was extended by eleven participating banks for an additional year until April 2030, with the credit facility amount becoming **$1,400 million** effective April 2029[87](index=87&type=chunk) Credit Facility Utilization (as of June 30, 2025) | Facility | Total Framework ($ millions) | Utilized ($ millions) | | :--------------- | :--------------------------- | :-------------------- | | RCF | 1,550 (reducing to 1,400) | 903 | | Securitization | 300 (committed) + 100 (uncommitted) | 182 | [Credit Ratings](index=30&type=section&id=Credit%20Ratings) Fitch Ratings and S&P credit rating agencies reaffirmed ICL's long-term issuer default rating and senior unsecured rating at '**BBB-**' with a stable outlook in May and July 2025, respectively, with S&P Maalot also reaffirming '**ilAA**' with a stable outlook - Fitch Ratings reaffirmed ICL's long-term issuer default rating and senior unsecured rating at '**BBB-**' with a stable outlook in May 2025[90](index=90&type=chunk) - S&P credit rating agency reaffirmed ICL's international credit rating and senior unsecured rating of '**BBB-**' with a stable rating outlook in July 2025. S&P Maalot reaffirmed '**ilAA**' with a stable rating outlook[91](index=91&type=chunk) [Financial Covenants](index=30&type=section&id=Financial%20Covenants) As of June 30, 2025, ICL was in compliance with all financial covenants stipulated in its financing agreements - As of June 30, 2025, the Company was in compliance with all of its financial covenants stipulated in its financing agreements[92](index=92&type=chunk) Other Information [Critical Accounting Estimates](index=30&type=section&id=Critical%20Accounting%20Estimates) There were no material changes in critical accounting estimates in Q2 or H1 2025 compared to the Annual Report on Form 20-F for 2024 - No material changes in critical accounting estimates were disclosed in the six and three-month periods ended June 30, 2025, compared to the Annual Report on Form 20-F for the year ended December 31, 2024[93](index=93&type=chunk) [Board of Directors and Senior Management Updates](index=30&type=section&id=Board%20of%20Directors%20and%20Senior%20Management%20Updates) Several key management appointments were made in Q2 2025, including new Presidents for the Growing Solutions, Phosphate Solutions, and Potash & Global ESH Divisions, and the Board established a new committee for regulatory matters - Mr. Nir Ilani was appointed as President of the Growing Solutions Division, effective June 1, 2025[94](index=94&type=chunk) - Mr. Nadav Turner assumed the role of President of the Phosphate Solutions Division, effective May 1, 2025, with the Battery Materials Business remaining part of this division[95](index=95&type=chunk) - Mr. Ilan Barkai was appointed President of the Potash & Global ESH Division, effective May 1, 2025[96](index=96&type=chunk) - The Board resolved to establish a new committee focused on regulatory matters, including preparedness for significant regulatory changes and the processes for allocating a new Dead Sea concession in 2030[98](index=98&type=chunk) [Risk Factors](index=31&type=section&id=Risk%20Factors) No material changes to risk factors were disclosed in Q2 or H1 2025 compared to the Annual Report on Form 20-F for 2024 - No material changes in the risk factors were disclosed in the six and three-month periods ended June 30, 2025, compared to the Annual Report on Form 20-F for the year ended December 31, 2024[100](index=100&type=chunk) [Quantitative and Qualitative Exposures stemming from Market Risks](index=31&type=section&id=Quantitative%20and%20Qualitative%20Exposures%20stemming%20from%20Market%20Risks) This section refers readers to the detailed disclosures on market risks provided in the company's 2024 Annual Report on Form 20-F - For further information regarding quantitative and qualitative disclosures about market risks, reference is made to 'Item 11 – Quantitative and Qualitative Disclosures about Market Risks' in the Annual Report on Form 20-F for the year ended December 31, 2024[101](index=101&type=chunk) [Legal Proceedings](index=31&type=section&id=Legal%20Proceedings) Updates on legal proceedings include a petition to the Israel's Supreme Court regarding the Barir Detailed National Outline Plan, an objection filed against the mining plan for the northern Oron area, and the state's intention to initiate legislative procedures for the Dead Sea concession - On July 9, 2025, the Company submitted a petition to the Israel's Supreme Court to advance the Barir Detailed National Outline Plan (NOP)[174](index=174&type=chunk) - On June 30, 2025, a petition was filed with the Be'er Sheva District Court objecting to the District Committee for Planning and Construction's approval of the mining plan for the northern Oron area[174](index=174&type=chunk) - The state intends to initiate legislative procedures and publish a draft bill of law during the second half of 2025, outlining terms and arrangements related to the future Dead Sea concession after 2030[172](index=172&type=chunk) [Forward-looking Statements](index=31&type=section&id=Forward-looking%20Statements) This section provides a standard disclaimer regarding forward-looking statements, highlighting their inherent risks and uncertainties and stating that the company does not undertake to update them - This report contains statements that constitute 'forward-looking statements,' identifiable by words such as 'anticipate,' 'believe,' 'expect,' and 'plan,' which are subject to risks and uncertainties[103](index=103&type=chunk)[104](index=104&type=chunk) - Actual results may differ materially from those expressed or implied due to various factors, including changes in exchange rates, the ongoing security situation in Israel, volatility of supply and demand, and regulatory restrictions[104](index=104&type=chunk) - The company does not undertake any obligation to update forward-looking statements in light of new information or future developments or to release publicly any revisions to these statements[105](index=105&type=chunk) Consolidated Financial Statements (Unaudited) [Condensed Consolidated Statements of Financial Position](index=34&type=section&id=Condensed%20Consolidated%20Statements%20of%20Financial%20Position) The condensed consolidated statements of financial position show an increase in total assets and total liabilities as of June 30, 2025, compared to December 31, 2024, with a slight increase in total equity Condensed Consolidated Statements of Financial Position ($ millions) | Metric | June 30, 2025 | June 30, 2024 | December 31, 2024 | | :---------------------- | :------------ | :------------ | :---------------- | | Total current assets | 4,235 | 3,667 | 3,586 | | Total non-current assets | 8,140 | 7,538 | 7,735 | | **Total assets** | **12,375** | **11,205** | **11,321** | | Total current liabilities | 2,426 | 2,262 | 2,328 | | Total non-current liabilities | 3,681 | 2,959 | 3,006 | | **Total liabilities** | **6,107** | **5,221** | **5,334** | | Total equity | 6,268 | 5,984 | 5,987 | [Condensed Consolidated Statements of Comprehensive Income](index=35&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income) Net income for Q2 2025 was **$108 million**, down from **$130 million** in Q2 2024, and for H1 2025, net income was **$214 million**, down from **$256 million** in H1 2024, while sales increased in both periods Condensed Consolidated Statements of Comprehensive Income ($ millions) | Metric | 4-6/2025 | 4-6/2024 | 1-6/2025 | 1-6/2024 | 1-12/2024 | | :------------------------------------------ | :------- | :------- | :------- | :------- | :-------- | | Sales | 1,832 | 1,752 | 3,599 | 3,487 | 6,841 | | Operating income | 181 | 211 | 366 | 414 | 775 | | Net income | 108 | 130 | 214 | 256 | 464 | | Net income attributable to the shareholders of the Company | 93 | 115 | 184 | 224 | 407 | | Diluted earnings per share (in dollars) | 0.07 | 0.09 | 0.14 | 0.17 | 0.32 | [Condensed Consolidated Statements of Cash Flows](index=37&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash provided by operating activities decreased in Q2 and H1 2025, net cash used in investing activities increased significantly, and net cash provided by financing activities showed a substantial positive change compared to prior year periods Condensed Consolidated Statements of Cash Flows ($ millions) | Metric | 4-6/2025 | 4-6/2024 | 1-6/2025 | 1-6/2024 | 1-12/2024 | | :---------------------------------------- | :------- | :------- | :------- | :------- | :-------- | | Net cash provided by operating activities | 269 | 316 | 434 | 608 | 1,468 | | Net cash used in investing activities | (212) | (125) | (404) | (220) | (694) | | Net cash provided by (used in) financing activities | 198 | (263) | 203 | (512) | (846) | | Net change in cash and cash equivalents | 255 | (72) | 233 | (124) | (72) | | Cash and cash equivalents as of the end of the period | 582 | 287 | 582 | 287 | 327 | [Condensed Consolidated Statements of Changes in Equity](index=39&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Equity) Total equity increased to **$6,268 million** as of June 30, 2025, from **$5,987 million** at the beginning of the year, primarily driven by comprehensive income, partially offset by dividend distributions Total Equity ($ millions) | Metric | June 30, 2025 | January 1, 2025 | | :----------- | :------------ | :-------------- | | Total equity | 6,268 | 5,987 | - Comprehensive income attributable to the shareholders of the Company was **$391 million** for the six-month period ended June 30, 2025[119](index=119&type=chunk) - Dividends paid to the Company's shareholders totaled **$107 million** for the six-month period ended June 30, 2025[119](index=119&type=chunk) Notes to the Condensed Consolidated Interim Financial Statements [Note 1 – General](index=42&type=section&id=Note%201%20%E2%80%93%20General) This note provides general information about ICL Group Ltd., its incorporation, stock exchange listings, and its business model as a global specialty minerals company, also reiterating the impact of the security situation in Israel [The Reporting Entity](index=42&type=section&id=The%20Reporting%20Entity) ICL Group Ltd. is an Israeli-domiciled company, dual-listed on NYSE and TASE, operating as a leading specialty minerals group with an integrated business model across agriculture and industrial markets - ICL Group Ltd. is a company incorporated and domiciled in Israel, with shares traded on both the Tel-Aviv Stock Exchange (TASE) and the New York Stock Exchange (NYSE) under the ticker: ICL[123](index=123&type=chunk) - The Company, together with its subsidiaries, is a leading specialty minerals group that operates a unique, integrated business model, adding value to customers in agriculture and industrial markets[124](index=124&type=chunk) [Events during the reporting period](index=42&type=section&id=Events%20during%20the%20reporting%20period) The ongoing security situation in Israel, including a **12-day** state of war in June 2025, has caused supply chain disruptions, personnel shortages, increased costs, and trade limitations, but has not had a material impact on business results to date, though future effects remain uncertain - In October 2023, the Israeli government declared a state of war, with tensions intensifying and culminating in a **12-day** declared state of war in June 2025, which concluded with a ceasefire[125](index=125&type=chunk) - The security situation has presented challenges including disruptions in supply chains and shipping routes, personnel shortages due to reserve duty, additional costs to protect Company sites/assets, and fluctuations in foreign currency exchange rates[125](index=125&type=chunk) - While the security situation has not had a material impact on business results to date, its future effects remain uncertain due to the unpredictable nature and duration of the conflict[127](index=127&type=chunk) [Note 2 – Significant Accounting Policies](index=43&type=section&id=Note%202%20%E2%80%93%20Significant%20Accounting%20Policies) This note outlines the basis of preparation for the unaudited interim financial statements, confirming adherence to IFRS and consistency with annual statements, and mentions reclassifications and upcoming amendments to IFRS standards [Basis of Preparation](index=43&type=section&id=Basis%20of%20Preparation) The condensed consolidated interim financial statements are unaudited, prepared in accordance with IFRS (IAS 34), and should be read in conjunction with the 2024 Annual Financial Statements, with consistent accounting policies - The Company's financial statements are prepared in accordance with International Financial Reporting Standards ('IFRS') as issued by the International Accounting Standards Board (IASB)[129](index=129&type=chunk) - These condensed consolidated interim financial statements are unaudited and prepared in accordance with IAS 34, 'Interim Financial Reporting,' and should be read together with the Company's audited financial statements included in its Annual Report on Form 20-F for the year ended December 31, 2024[130](index=130&type=chunk) [Reclassifications](index=43&type=section&id=Reclassifications) Insignificant reclassifications were made in comparative figures to align with current financial statements, with no effect on total profit or loss - The Company made a number of insignificant reclassifications in comparative figures to adjust them to the manner of classification in the current financial statements, with no effect on the total profit (loss)[132](index=132&type=chunk) [Amendments to standards and interpretations that have not yet been adopted](index=43&type=section&id=Amendments%20to%20standards%20and%20interpretations%20that%20have%20not%20yet%20been%20adopted) Amendments to IFRS 9 and IFRS 7, effective January 1, 2026, clarify recognition/derecognition of financial instruments and disclosure requirements, with ICL examining effects and not planning early adoption - Amendments to IFRS 9, Financial Instruments, and IFRS 7, Financial Instruments: Disclosures, provide clarifications relating to the date of recognition and derecognition of financial instruments and disclosure requirements[133](index=133&type=chunk) - The amendments are effective for annual reporting periods beginning on or after January 1, 2026. The Company is examining the effects and has no plans for early adoption[134](index=134&type=chunk) [Note 3 - Operating Segments](index=44&type=section&id=Note%203%20-%20Operating%20Segments) This note provides detailed financial and operational information for ICL's four operating segments: Industrial Products, Potash, Phosphate Solutions, and Growing Solutions, including sales, operating income, and capital expenditures, broken down by geographical location [General Information on Operating Segments](index=44&type=section&id=General%20Information%20on%20Operating%20Segments) ICL operates four segments: Industrial Products, Potash, Phosphate Solutions, and Growing Solutions, each focusing on specific mineral value chains and markets, with other activities including innovation and digital platforms - ICL is a global specialty minerals company operating bromine, potash and phosphate mineral value chains in a unique, integrated business model, with operations organized under four segments: Industrial Products, Potash, Phosphate Solutions and Growing Solutions[136](index=136&type=chunk) - Industrial Products produces bromine and bromine-based compounds; Potash produces potash, salt, magnesium, and electricity; Phosphate Solutions produces phosphate-based specialty products and fertilizers; and Growing Solutions focuses on plant nutrition and health solutions[137](index=137&type=chunk)[138](index=138&type=chunk)[139](index=139&type=chunk)[142](index=142&type=chunk) - Other business activities include ICL's innovative arm, promoting innovation, developing new products and services, as well as digital platforms and technological solutions for farmers and agronomists[145](index=145&type=chunk) [Operating Segment Data](index=46&type=section&id=Operating%20Segment%20Data) This section provides detailed financial data for each operating segment, including sales, cost of sales, segment operating income (loss), depreciation and amortization, and capital expenditures for Q2, H1, and FY 2024 Operating Segment Data (Q2 2025, $ millions) | Segment | Sales to external parties | Total sales | Segment operating income (loss) | Depreciation and amortization | Capital expenditures | | :------------------ | :------------------------ | :---------- | :------------------------------ | :---------------------------- | :------------------- | | Industrial Products | 315 | 319 | 54 | 15 | 16 | | Potash | 347 | 383 | 52 | 63 | 89 | | Phosphate Solutions | 589 | 637 | 90 | 44 | 84 | | Growing Solutions | 534 | 540 | 35 | 21 | 16 | | Other Activities | 47 | 47 | (2) | 4 | 3 | | Reconciliations | - | (94) | (28) | 3 | 6 | | **Consolidated** | **1,832** | **1,832** | **201** | **150** | **214** | Operating Segment Data (H1 2025, $ millions) | Segment | Sales to external parties | Total sales | Segment operating income (loss) | Depreciation, amortization and impairment | Capital expenditures | | :------------------ | :------------------------ | :---------- | :------------------------------ | :---------------------------------------- | :------------------- | | Industrial Products | 653 | 663 | 116 | 29 | 34 | | Potash | 705 | 788 | 108 | 125 | 153 | | Phosphate Solutions | 1,125 | 1,210 | 181 | 92 | 155 | | Growing Solutions | 1,025 | 1,035 | 63 | 40 | 35 | | Other Activities | 91 | 92 | (5) | 8 | 4 | | Reconciliations | - | (189) | (54) | 7 | 21 | | **Consolidated** | **3,599** | **3,599** | **409** | **301** | **402** | [Information based on geographical location](index=51&type=section&id=Information%20based%20on%20geographical%20location) This section details the distribution of operating segment sales by geographical location of the customer for Q2, H1 2025, and FY 2024, showing Brazil, USA, and China as the largest markets Sales by Geographical Location (Q2 2025, $ millions) | Region | Sales | % of sales | | :------------- | :---- | :--------- | | Brazil | 367 | 20 | | USA | 331 | 18 | | China | 259 | 14 | | United Kingdom | 88 | 5 | | Spain | 86 | 5 | | Israel | 80 | 4 | | Germany | 76 | 4 | | France | 60 | 3 | | India | 50 | 3 | | Austria | 41 | 2 | | All other | 394 | 22 | | **Total** | **1,832** | **100** | Sales by Geographical Location (H1 2025, $ millions) | Region | Sales | % of sales | | :------------- | :---- | :--------- | | Brazil | 622 | 17 | | USA | 649 | 18 | | China | 549 | 15 | | United Kingdom | 199 | 6 | | Spain | 168 | 5 | | Israel | 146 | 4 | | Germany | 159 | 4 | | France | 133 | 4 | | India | 97 | 3 | | Austria | 76 | 2 | | All other | 801 | 22 | | **Total** | **3,599** | **100** | [Note 4 – Loans, Financial Instruments and Risk Management](index=55&type=section&id=Note%204%20%E2%80%93%20Loans%2C%20Financial%20Instruments%20and%20Risk%20Management) This note details the fair value of financial instruments, fair value hierarchy, foreign currency risks, and recent developments in debentures, including the expansion of Series G debentures [Fair value of financial instruments](index=55&type=section&id=Fair%20value%20of%20financial%20instruments) The carrying amounts of most financial assets and liabilities approximate their fair value, with detailed figures for fixed-interest loans and debentures showing a slight discount for fair value Carrying Amount and Fair Value of Fixed-Interest Financial Instruments ($ millions) | Instrument | June 30, 2025 (Carrying) | June 30, 2025 (Fair Value) | December 31, 2024 (Carrying) | December 31, 2024 (Fair Value) | | :-------------------------------- | :----------------------- | :------------------------- | :--------------------------- | :----------------------------- | | Loans bearing fixed interest | 382 | 367 | 287 | 271 | | Debentures bearing fixed interest (Marketable) | 1,136 | 1,100 | 909 | 845 | | Debentures bearing fixed interest (Non-marketable) | 47 | 47 | 47 | 47 | | **Total** | **1,565** | **1,514** | **1,243** | **1,163** | [Fair value hierarchy](index=55&type=section&id=Fair%20value%20hierarchy) The fair value of derivatives used for economic and cash flow hedges is presented using Level 2 valuation methods (observed data) Fair Value of Derivatives (Level 2, $ millions) | Derivative Type | June 30, 2025 | June 30, 2024 | December 31, 2024 | | :---------------------------------------- | :------------ | :------------ | :---------------- | | Derivatives used for economic hedge, net | 64 | 3 | 1 | | Derivatives designated as cash flow hedge, net | 44 | (18) | - | | **Total** | **108** | **(15)** | **1** | [Foreign currency risks](index=55&type=section&id=Foreign%20currency%20risks) ICL is exposed to Israeli shekel exchange rate changes against the US dollar for debentures, loans, labor costs, and operating expenses, and uses derivatives to hedge these cash flow changes - The Company is exposed to changes in the exchange rate of the Israeli shekel against the US dollar in respect of principal and interest in certain debentures, loans, labor costs and other operating expenses[164](index=164&type=chunk) - ICL's risk management strategy is to hedge the changes in cash flow deriving from liabilities, labor costs, and other operational costs denominated in shekels by using derivatives[164](index=164&type=chunk) [Developments in the reporting period (Debentures)](index=56&type=section&id=Developments%20in%20the%20reporting%20period%20(Debentures)) In May 2025, ICL expanded its Series G debentures in Israel by NIS **850 million** (**$236 million**), bringing the total outstanding principal to NIS **1,570 million** (**$436 million**), with repayment scheduled through 2034 at a **2.4%** annual interest rate - In May 2025, the Company completed an expansion of its Series G debentures in Israel, in the amount of NIS **850 million** (approximately **$236 million**)[166](index=166&type=chunk) - Following the expansion, the total outstanding principal of the Series G debentures amounts to NIS **1,570 million** (approximately **$436 million**), with repayment in ten consecutive but unequal annual installments from 2025 through 2034 at a nominal annual interest rate of **2.4%**[166](index=166&type=chunk) [Note 5 – Long Term Compensation Plans and Dividend Distributions](index=56&type=section&id=Note%205%20%E2%80%93%20Long%20Term%20Compensation%20Plans%20and%20Dividend%20Distributions) This note details new equity grants for the CEO, Chairman, and senior managers under the 2024 Equity Compensation Plan, a new cash long-term incentive plan, and recent dividend distributions [Share based payments - non-marketable options](index=56&type=section&id=Share%20based%20payments%20-%20non-marketable%20options) New triennial equity grants of non-marketable options were approved for the CEO, Chairman, and senior managers in 2025, vesting over three years, with an aggregate fair value of approximately **$15 million** - Shareholders approved a new three-year equity grant (2025-2027) for the CEO and the Chairman of the Board, consisting of about **4.3 million** non-marketable options with an aggregate fair value of about **$7 million**[169](index=169&type=chunk) - Additional triennial equity grants of **1.2 million** and **3.2 million** non-marketable options were approved for two senior managers and certain officers/senior managers, with aggregate fair values of about **$1.7 million** and **$6.3 million**, respectively[169](index=169&type=chunk) [Cash long-term incentive plan](index=56&type=section&id=Cash%20long-term%20incentive%20plan) A new Cash Long-Term Incentive (LTI) plan was approved in June 2025, awarding certain senior managers a **$39 million** cash incentive in 2028, contingent on financial targets and share price changes - In June 2025, a new Cash Long-Term Incentive (LTI) plan was approved, under which certain senior managers will be awarded a cash incentive of **$39 million** in 2028[168](index=168&type=chunk) - The cash incentive is subject to the achievement of

Financial Performance - Total sales reached $1.8 billion, with specialties-driven sales accounting for $1.5 billion[4] - Adjusted EBITDA was $351 million[4] - Adjusted diluted EPS stood at $009[4] - Operating cash flow amounted to $269 million[4] - Specialties-driven EBITDA reached $259 million[4] Segment Performance - **Industrial Products:** Sales were $319 million, with an EBITDA of $69 million, resulting in a 22% EBITDA margin[7] - **Potash:** Sales were $383 million, with an EBITDA of $115 million, leading to a 30% EBITDA margin The average potash CIF price was $333 per ton[12, 15] - **Phosphate Solutions:** Sales were $637 million, with an EBITDA of $134 million, resulting in a 21% EBITDA margin Phosphate Specialties sales were $336 million with $51 million EBITDA, while Phosphate Commodities sales were $301 million with $83 million EBITDA[17, 19] - **Growing Solutions:** Sales were $540 million, with an EBITDA of $56 million, resulting in a 10% EBITDA margin[21] Guidance and Outlook - The company maintains its specialties-driven EBITDA guidance between $095 billion and $115 billion for the full year 2025[57] - Potash sales volumes are updated to be between 43 million metric tons and 45 million metric tons[57] - The expected annual tax rate is approximately 30%[57]

Core Insights - Evogene Ltd. has successfully completed the divestiture of the majority of its ag-biologicals subsidiary, Lavie Bio Ltd., to ICL Group Ltd., which includes the transfer of Evogene's MicroBoost AI for AG platform [1][2][4] - The transaction encompasses Lavie Bio's proprietary Biology Driven Design technology platform, microbial bank, advanced development programs, and current commercial products, along with core personnel transferring to ICL [2][4] - Existing strategic partnerships and commercial agreements of Lavie Bio will remain under its ownership, potentially generating future revenues for its shareholders [3] Company Strategy - The divestment aligns with Evogene's broader corporate strategy to unlock the intrinsic value of its subsidiaries and technology [4] - ICL aims to enhance its position in the global ag-biologicals market by integrating Lavie Bio's capabilities with its own R&D expertise and sales network, thereby advancing sustainable agricultural solutions [4] Technological Overview - Evogene utilizes three technological engines: MicroBoost AI, ChemPass AI, and GeneRator AI, focusing on the discovery and development of products based on microbes, small molecules, and genetic elements respectively [5] - The company aims to revolutionize life-science product development by leveraging big data and artificial intelligence to increase success rates while reducing development time and costs [5]

Core Viewpoint - ICL Group Ltd reported a decline in profits for the first quarter of 2025, with adjusted earnings per share beating estimates despite lower overall sales [1][2]. Financial Performance - ICL recorded profits of $91 million or 7 cents per share, down from $109 million or 8 cents in the same quarter last year [1]. - Adjusted earnings per share were 9 cents, surpassing the Zacks Consensus Estimate of 8 cents [1]. - Sales increased approximately 2% year-over-year to $1,767 million, slightly missing the Zacks Consensus Estimate of $1,770.3 million [1]. Segment Performance - Sales in the Industrial Products segment rose roughly 3% year-over-year to $344 million, driven by improved volumes in flame retardants [2]. - The Potash segment saw a decline of around 4% year-over-year to $405 million, impacted by lower potash prices [3]. - Sales in the Phosphate Solutions segment increased approximately 3% year-over-year to $573 million, supported by strength in commodities [3]. - The Growing Solutions segment's sales grew around 3% year-over-year to $495 million, with increases in Brazil, North America, and Asia, partially offset by a decrease in Europe [4]. Financial Position - At the end of the quarter, ICL had cash and cash equivalents of $312 million, down about 14% year-over-year [5]. - Long-term debt was reported at $1,856 million, a decrease of nearly 1% year-over-year [5]. - Net cash provided by operating activities was $165 million for the quarter [5]. Guidance - ICL expects the EBITDA for specialties-driven segments to be between $0.95 billion and $1.15 billion for 2025 [6]. - For potash, the company anticipates sales volumes to be between 4.5 million metric tons and 4.7 million metric tons in 2025 [6]. Stock Performance - ICL's shares have increased by 37.4% over the past year, significantly outperforming the Zacks Fertilizers industry's growth of 5.3% [7].

Core Insights - ICL Group reported quarterly earnings of $0.09 per share, exceeding the Zacks Consensus Estimate of $0.08 per share, with a year-over-year comparison showing no change in earnings [1] - The company achieved an earnings surprise of 12.50% for the quarter, following a previous surprise of 33.33% [1][2] - ICL Group's revenues for the quarter were $1.77 billion, slightly missing the Zacks Consensus Estimate by 0.19%, but showing an increase from $1.74 billion year-over-year [2] Earnings Performance - Over the last four quarters, ICL Group has surpassed consensus EPS estimates four times [2] - The current consensus EPS estimate for the upcoming quarter is $0.10, with projected revenues of $1.84 billion, and for the current fiscal year, the estimate is $0.39 on revenues of $7.07 billion [7] Stock Performance - ICL Group shares have increased approximately 36.4% since the beginning of the year, significantly outperforming the S&P 500's gain of 1.3% [3] - The stock currently holds a Zacks Rank of 3 (Hold), indicating expected performance in line with the market in the near future [6] Industry Outlook - The Fertilizers industry, to which ICL Group belongs, is currently ranked in the top 9% of over 250 Zacks industries, suggesting a favorable outlook [8] - Historical data indicates that the top 50% of Zacks-ranked industries outperform the bottom 50% by a factor of more than 2 to 1 [8]

Financial Data and Key Metrics Changes - Sales for Q1 2025 were $1,767 million, up 2% year over year and up 10% sequentially, indicating solid strategic execution [6] - Consolidated adjusted EBITDA was $359 million, with specialties driven EBITDA of $262 million, up 7% year over year and 4% sequentially [7] - Specialties driven EBITDA margin improved by approximately 70 basis points to 19% compared to the same quarter last year [7] Business Line Data and Key Metrics Changes - Industrial Products sales were $344 million, up 3% year over year, with EBITDA of $76 million, up 6% and an EBITDA margin of 22%, an increase of 60 basis points [10] - Potash division reported sales of $405 million and EBITDA of $118 million, with average potash price at $300 CIF per ton, down year over year but up $15 per ton sequentially [12] - Phosphate Solutions division had sales of $573 million, up 3%, and EBITDA of $139 million, increasing 6% with an EBITDA margin of 24% [14] - Growing Solutions division sales were $495 million, up 3% year over year, with EBITDA of $47 million, increasing 12% [16] Market Data and Key Metrics Changes - Global industrial production growth was 2.9% in Q1 2025, with a forecasted easing to 3.1% for the remainder of the year [23] - Grain price index increased slightly, with corn, wheat, and soybean prices improving, particularly corn which saw the largest gains [24] - Potash prices increased approximately 9% sequentially, while phosphate prices grew around 4% [25] Company Strategy and Development Direction - The company aims to leverage regional production to drive global growth with a local focus, emphasizing customized solutions for specific customer needs [8] - The strategy includes maintaining a focus on specialty businesses to differentiate from commodity-based peers and maximizing potash sales volumes by prioritizing high-price markets [35][36] - Innovation and operational enhancements are key focuses for future growth, alongside an acquisition strategy to expand regional presence [37][38] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism regarding improving market pricing trends and strengthening fertilizer fundamentals, despite a timing gap between published and realized prices [7] - The company is monitoring global tariff and trade situations and developing mitigation responses, with expectations of minimal impact from potential tariffs [34] - The leadership transition is not expected to shift the overall strategy, with continued emphasis on growth in specialty businesses [35] Other Important Information - The company ended the quarter with available resources of approximately $1,500 million and a net debt to adjusted EBITDA ratio of 1.2 times [32] - A dividend of $55 million was distributed, resulting in a trailing twelve-month dividend yield of 3.5% [32] Q&A Session Summary Question: Insights on potash trade flows and pricing impact - Management noted that while Eurasian players have indicated production challenges, their actual output often exceeds expectations, making it difficult to predict market tightness [49] - The company cautioned that while prices are improving, they are still fulfilling lower-rate contracts with China and India, which may delay benefits from rising prices [50] Question: Mix shift in Brazil and growing solutions - Management highlighted strong B2B and B2C business in Brazil, with specialty growth driven by previous acquisitions, similar trends were noted in North America [53]

Financial Data and Key Metrics Changes - Sales for Q1 2025 were $1,767 million, up 2% year over year and up 10% quarter over quarter [6] - Consolidated adjusted EBITDA was $359 million, with specialties driven EBITDA of $262 million, up 7% year over year and 4% quarter over quarter [7] - Specialties driven EBITDA margin improved by approximately 70 basis points to 19% compared to the first quarter of last year [7] Business Line Data and Key Metrics Changes - Industrial Products sales were $344 million, up 3% year over year, with EBITDA of $76 million, up 6% [9] - Potash division reported sales of $405 million and EBITDA of $118 million, with average potash price at $300 CIF per ton, down year over year but up $15 per ton from the previous quarter [11] - Phosphate Solutions division had sales of $573 million, up 3%, and EBITDA of $139 million, with an EBITDA margin of 24% [13] - Growing Solutions division sales were $495 million, up 3% year over year, with EBITDA of $47 million, an increase of 12% [16] Market Data and Key Metrics Changes - Inflation rates were stable in the U.S. and EU, while Brazil saw a 30 basis point increase; China experienced a slight negative inflation of 0.1% year over year [20] - Grain price index increased slightly, with corn, wheat, and soybean prices improving; corn saw the largest quarterly gain [23] - Potash prices increased approximately 9% sequentially, while phosphate prices grew by about 4% [24] Company Strategy and Development Direction - The company aims to drive growth in specialty businesses to differentiate from commodity-based peers and maximize potash sales volumes [34] - Innovation remains a key focus, with plans to develop new products and solutions for existing and new clients [36] - The acquisition strategy continues, with recent acquisitions enhancing regional market presence and local production capabilities [37] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about improving market prices and stable supply, but cautioned about the impact of fulfilling lower-priced contracts with China and India [49] - The company maintains its 2025 guidance, expecting EBITDA for specialties driven divisions to be between $950 million to $1,150 million [32] - There is an expectation for higher potash prices, but the company has not made guidance concessions for potential tariffs [33] Other Important Information - The company ended the quarter with available resources of approximately $1,500 million and a net debt to adjusted EBITDA ratio of 1.2 times [31] - A recent management change in the Phosphate Solutions division aims to maintain market share and target geographic expansion [15] Q&A Session Summary Question: Insights on potash trade flows and pricing impact - Management noted that Eurasian players have been inconsistent in their production claims, making it difficult to predict market tightness and pricing impacts [48] Question: More details on the mix shift in Brazil and growing solutions - Brazil's B2B and B2C businesses are performing well, with strong specialty growth attributed to previous acquisitions [52]

Financial Highlights - Total sales reached $1.8 billion[7] - Adjusted EBITDA was $359 million[7] - Specialties-driven sales accounted for $1.4 billion[7] - Specialties-driven EBITDA was $262 million with a margin of 19%, up approximately 70 bps year-over-year[7] - Operating cash flow amounted to $165 million[7] - Adjusted diluted EPS stood at $0.09[7] Segment Performance - Industrial Products sales increased from $335 million to $344 million, with EBITDA rising from $72 million to $76 million, and EBITDA margin increasing from 21% to 22%[10] - Potash sales decreased from $423 million to $405 million, with EBITDA decreasing from $124 million to $118 million, maintaining an EBITDA margin of 29%[15] - Phosphate Solutions sales increased from $559 million to $573 million, with EBITDA rising from $131 million to $139 million, and EBITDA margin increasing from 23% to 24%[20] - Growing Solutions sales increased from $479 million to $495 million, with EBITDA rising from $42 million to $47 million, maintaining an EBITDA margin of 9%[24] Guidance and Outlook - The company maintains its full-year 2025 guidance for specialties-driven EBITDA to be between $0.95 billion and $1.15 billion[60] - Potash sales volumes are expected to be between 4.5 million mt and 4.7 million mt[60] - The company anticipates an annual tax rate of approximately 30%[60]

[FORM 6-K Filing Information](index=1&type=section&id=FORM%206-K%20Filing%20Information) [Report Details](index=1&type=section&id=Report%20Details) This section identifies the document as a Form 6-K report filed by ICL Group Ltd. for the month of May 2025, indicating its status as a foreign private issuer - The document is a Form 6-K report filed by ICL Group Ltd. for May 2025, under Commission File Number: 001-13742[1](index=1&type=chunk)[2](index=2&type=chunk) [Incorporation by Reference](index=2&type=section&id=Incorporation%20by%20Reference) The report on Form 6-K is incorporated by reference into ICL Group Ltd.'s Form S-8 registration statement (333-205518) and its Israeli Shelf Prospectus (2022-02-019821), becoming part of these documents unless superseded by subsequent filings - This Form 6-K is incorporated by reference into the registration statement on Form S-8 (Registration Number: 333-205518) and the Israeli Shelf Prospectus (Filing Number: 2022-02-019821)[4](index=4&type=chunk) [Q1 2025 Results Overview](index=3&type=section&id=Q1%202025%20Results%20Overview) [Headline Summary](index=5&type=section&id=Headline%20Summary) ICL Group reported increased sales of $1.8 billion in Q1 2025 year-over-year, with adjusted EBITDA of $359 million and adjusted diluted EPS of $0.09, while operating income decreased to $185 million and net income attributable to shareholders was $91 million Q1 2025 Key Financial Highlights (YoY) | Metric | Q1 2025 ($ millions) | Q1 2024 ($ millions) | Change (%) | | :-------------------------------- | :------------------- | :------------------- | :--------- | | Consolidated Sales | 1,800 | 1,700 | 5.9% | | Operating Income | 185 | 203 | (8.8%) | | Adjusted Operating Income | 208 | 215 | (3.3%) | | Net Income Attributable to Shareholders | 91 | 109 | (16.6%) | | Adjusted Net Income | 110 | 118 | (6.8%) | | Adjusted EBITDA | 359 | 362 | (0.8%) | | Diluted EPS | 0.07 | 0.08 | (12.5%) | | Adjusted Diluted EPS | 0.09 | 0.09 | 0.0% | [CEO Commentary & Full Year Guidance](index=5&type=section&id=CEO%20Commentary%20%26%20Full%20Year%20Guidance) ICL's CEO, Elad Aharonson, highlighted sequential increases in Q1 sales, adjusted EBITDA, and EPS, driven by specialties-focused businesses, and the company reiterates its full-year 2025 guidance for specialties-driven EBITDA and Potash sales volumes - ICL delivered sequential increases in Q1 sales, adjusted EBITDA, and EPS, primarily led by specialties-driven businesses (Industrial Products, Phosphate Solutions, Growing Solutions) which reported year-over-year growth in sales and EBITDA, mainly due to higher volumes[10](index=10&type=chunk) - Potash segment experienced lower year-over-year prices due to annual 2024 contracts with China and India being at lower rates than current market prices[10](index=10&type=chunk) Full Year 2025 Guidance | Metric | Guidance | | :---------------------- | :----------------------------------- | | Specialties-driven EBITDA | $0.95 billion to $1.15 billion | | Potash Sales Volumes | 4.5 million to 4.7 million metric tons | [Financial Results and Business Overview](index=6&type=section&id=Financial%20Results%20and%20Business%20Overview) [Basis of Preparation & About ICL](index=6&type=section&id=Basis%20of%20Preparation%20%26%20About%20ICL) This section clarifies that the financial review is based on unaudited interim condensed consolidated financial statements prepared under IFRS, and introduces ICL Group Ltd. as a global specialty minerals company focused on sustainable solutions - The Financial Results and Business Overview is based on unaudited interim condensed consolidated financial statements for Q1 2025, prepared in accordance with IFRS and IAS 34[11](index=11&type=chunk) - ICL Group Ltd. is a leading global specialty minerals company, creating solutions for sustainability challenges in food, agriculture, and industrial markets, utilizing bromine, potash, and phosphate resources[12](index=12&type=chunk) - ICL's shares are dual-listed on the NYSE and TASE (ICL), with 2024 revenues totaling approximately **$7 billion** and over 12,000 employees worldwide[12](index=12&type=chunk) [Financial Figures and Non-GAAP Financial Measures](index=6&type=section&id=Financial%20Figures%20and%20Non-GAAP%20Financial%20Measures) This section presents key financial figures for Q1 2025, Q1 2024, and full-year 2024, including both IFRS and non-IFRS measures, and explains their calculation and management's rationale for their use Key Financial Figures (Q1 2025 vs. Q1 2024 and FY 2024) | Metric ($ millions) | 1-3/2025 | % of Sales | 1-3/2024 | % of Sales | 1-12/2024 | % of Sales | | :------------------------------------------ | :------- | :--------- | :------- | :--------- | :-------- | :--------- | | Sales | 1,767 | - | 1,735 | - | 6,841 | - | | Gross profit | 560 | 32 | 557 | 32 | 2,256 | 33 | | Operating income | 185 | 10 | 203 | 12 | 775 | 11 | | Adjusted operating income (1) | 208 | 12 | 215 | 12 | 873 | 13 | | Net income attributable to shareholders | 91 | 5 | 109 | 6 | 407 | 6 | | Adjusted net income attributable to shareholders (1) | 110 | 6 | 118 | 7 | 484 | 7 | | Diluted earnings per share (in dollars) | 0.07 | - | 0.08 | - | 0.32 | - | | Diluted adjusted earnings per share (in dollars) (2) | 0.09 | - | 0.09 | - | 0.38 | - | | Adjusted EBITDA (2) | 359 | 20 | 362 | 21 | 1,469 | 21 | | Cash flows from operating activities (3) | 165 | - | 292 | - | 1,468 | - | | Purchases of property, plant and equipment and intangible assets (3) | 190 | - | 145 | - | 713 | - | [Non-GAAP Measures Explanation](index=7&type=section&id=Non-GAAP%20Measures%20Explanation) ICL's management uses non-IFRS financial measures to compare operating performance across periods, excluding certain items not indicative of ongoing operations, providing useful information for evaluating business strategies and management performance - Management uses adjusted operating income, adjusted net income, diluted adjusted EPS, and adjusted EBITDA to facilitate operating performance comparisons and evaluate business strategies[18](index=18&type=chunk)[19](index=19&type=chunk) - Adjusted operating income and net income exclude certain items like charges related to security situations, impairments, and early retirement provisions[18](index=18&type=chunk) - Adjusted EBITDA is calculated as net income before financing expenses, taxes, equity-accounted investees' earnings, depreciation, amortization, and specific adjustments[18](index=18&type=chunk) [Adjustments to Reported Operating and Net Income (non-GAAP)](index=8&type=section&id=Adjustments%20to%20Reported%20Operating%20and%20Net%20Income%20(non-GAAP)) This section details the specific adjustments made to IFRS operating and net income to arrive at non-GAAP figures for Q1 2025, Q1 2024, and full-year 2024, including charges related to the security situation in Israel, fire incidents, and provisions for early retirement Adjustments to Operating and Net Income ($ millions) | Item | 1-3/2025 | 1-3/2024 | 1-12/2024 | | :------------------------------------------ | :------- | :------- | :-------- | | Operating income | 185 | 203 | 775 | | Charges related to security situation in Israel | 10 | 12 | 57 | | Impairment and write-off of assets and provision for site closure | - | - | 35 | | Fire incident at Ashdod Port | 4 | - | - | | Provision for early retirement | 9 | - | 4 | | Legal proceedings | - | - | 2 | | **Total adjustments to operating income** | **23** | **12** | **98** | | **Adjusted operating income** | **208** | **215** | **873** | | Net income attributable to shareholders | 91 | 109 | 407 | | Total adjustments to operating income | 23 | 12 | 98 | | Total tax adjustments | (4) | (3) | (21) | | **Total adjusted net income - shareholders** | **110** | **118** | **484** | - Adjustments for Q1 2025 include **$10 million** for security situation in Israel, **$4 million** for Ashdod Port fire, and **$9 million** for early retirement provisions[23](index=23&type=chunk)[24](index=24&type=chunk)[25](index=25&type=chunk) [Consolidated Adjusted EBITDA and Diluted Adjusted EPS](index=9&type=section&id=Consolidated%20Adjusted%20EBITDA%20and%20Diluted%20Adjusted%20EPS) This section provides the reconciliation for Adjusted EBITDA and diluted adjusted Earnings Per Share, showing the calculation from net income by adding back financing expenses, taxes, depreciation, amortization, and other specific adjustments Adjusted EBITDA Calculation ($ millions) | Item | 1-3/2025 | 1-3/2024 | 1-12/2024 | | :-------------------------- | :------- | :------- | :-------- | | Net income | 106 | 126 | 464 | | Financing expenses, net | 37 | 35 | 140 | | Taxes on income | 42 | 42 | 172 | | Depreciation and amortization | 151 | 147 | 596 | | Adjustments (1) | 23 | 12 | 98 | | **Total adjusted EBITDA** | **359** | **362** | **1,469** | Diluted Adjusted EPS Calculation ($ millions, except per share) | Item | 1-3/2025 | 1-3/2024 | 1-12/2024 | | :------------------------------------------ | :------- | :------- | :-------- | | Net income attributable to shareholders | 91 | 109 | 407 | | Adjustments (1) | 23 | 12 | 98 | | Total tax adjustments | (4) | (3) | (21) | | **Adjusted net income - shareholders** | **110** | **118** | **484** | | Weighted-average diluted ordinary shares outstanding (thousands) | 1,290,944 | 1,290,362 | 1,290,039 | | **Diluted adjusted earnings per share ($)** | **0.09** | **0.09** | **0.38** | [Recent Developments](index=10&type=section&id=Recent%20Developments) [Impact of New United States Tariffs](index=10&type=section&id=Impact%20of%20New%20United%20States%20Tariffs) ICL is monitoring potential US tariffs and their impact, but currently does not anticipate a material adverse effect on its operations, financial condition, or liquidity, though the actual impact remains uncertain - ICL is actively monitoring current and potential US tariffs but does not believe they will have a material adverse effect on its results, financial condition, or liquidity[33](index=33&type=chunk) - The actual impact of tariffs remains uncertain, depending on effective dates, duration, scope changes, countermeasures, and mitigating actions[33](index=33&type=chunk) [Security Situation in Israel](index=10&type=section&id=Security%20Situation%20in%20Israel) The ongoing security situation in Israel since October 2023 has caused supply chain disruptions, personnel shortages, and increased costs, with intensified regional tensions affecting shipping, though not materially impacting Q1 2025 results - The security situation in Israel has caused supply chain and shipping route disruptions, personnel shortages due to reserve duty mobilization, and increased costs for site protection[34](index=34&type=chunk) - Regional tensions, including Houthi attacks, have intensified, disrupting shipping and increasing costs[34](index=34&type=chunk) - The security situation has not had a material impact on Q1 2025 business results, but future impacts are unpredictable[36](index=36&type=chunk) [Results analysis for the period January – March 2025](index=11&type=section&id=Results%20analysis%20for%20the%20period%20January%20%E2%80%93%20March%202025) [Operating Income Drivers](index=11&type=section&id=Operating%20Income%20Drivers) Operating income for Q1 2025 was $185 million, down from $203 million in Q1 2024, primarily due to lower prices, unfavorable exchange rates, and higher operating expenses, partially offset by higher sales volumes, lower raw material costs, and reduced transportation expenses Operating Income Drivers (Q1 2025 vs. Q1 2024, $ millions) | Driver | Sales | Expenses | Operating income | | :------------------------ | :---- | :------- | :--------------- | | Q1 2024 figures | 1,735 | (1,532) | 203 | | Quantity | 89 | (65) | 24 | | Price | (21) | - | (21) | | Exchange rates | (36) | 33 | (3) | | Raw materials | - | 12 | 12 | | Energy | - | (3) | (3) | | Transportation | - | 17 | 17 | | Operating and other expenses | - | (33) | (33) | | Adjusted Q1 2025 figures | 1,767 | (1,559) | 208 | | Total adjustments Q1 2025* | - | (23) | (23) | | Q1 2025 figures | 1,767 | (1,582) | 185 | - Positive impact on operating income from higher sales volumes of specialty agriculture products, potash, phosphate fertilizers, WPA, industrial salts, and phosphorus-based flame retardants[39](index=39&type=chunk) - Negative impact from lower potash prices (**$24/tonne** YoY), lower selling prices of WPA, food specialties additives, industrial salts, and bromine-based flame retardants[39](index=39&type=chunk) [Financing expenses, net](index=12&type=section&id=Financing%20expenses%2C%20net) Net financing expenses increased by $2 million to $37 million in Q1 2025, primarily due to higher expenses from net exchange rate differences and hedging transactions, partially offset by a decrease in net interest expenses - Net financing expenses increased to **$37 million** in Q1 2025 from **$35 million** in Q1 2024[40](index=40&type=chunk) - The increase was mainly due to **$4 million** higher expenses from net exchange rate differences and hedging transactions, partially offset by a **$2 million** decrease in net interest expenses[40](index=40&type=chunk) [Tax expenses](index=12&type=section&id=Tax%20expenses) Reported tax expenses remained stable at $42 million in Q1 2025 and Q1 2024, with effective tax rates of 28% and 25% respectively, the lower rate in Q1 2024 attributed to higher profit from jurisdictions with lower tax rates Tax Expenses and Effective Tax Rate | Metric | Q1 2025 | Q1 2024 | | :------------------ | :------ | :------ | | Reported Tax Expenses | $42 million | $42 million | | Effective Tax Rate | 28% | 25% | - The relatively low effective tax rate in Q1 2024 was mainly due to higher profit derived from tax jurisdictions with lower effective tax rates[41](index=41&type=chunk) [Segment Performance](index=13&type=section&id=Segment%20Performance) [Industrial Products](index=13&type=section&id=Industrial%20Products) The Industrial Products segment reported increased sales and operating income in Q1 2025, driven by higher volumes of elemental bromine and phosphorus-based flame retardants, partially offset by lower prices for bromine-based products and increased transportation costs - The Industrial Products segment produces bromine, bromine-based compounds, salts, magnesium chloride, magnesia-based products, phosphorus-based products, and functional fluids[43](index=43&type=chunk) [Results of operations and key indicators](index=13&type=section&id=Results%20of%20operations%20and%20key%20indicators_Industrial%20Products) Industrial Products segment sales increased to $344 million in Q1 2025 from $335 million in Q1 2024, with operating income rising to $62 million from $59 million, and segment EBITDA also increasing to $76 million Industrial Products Segment Key Indicators ($ millions) | Metric | 1-3/2025 | 1-3/2024 | 1-12/2024 | | :------------------------ | :------- | :------- | :-------- | | Segment Sales | 344 | 335 | 1,239 | | Sales to external customers | 338 | 331 | 1,220 | | Segment Operating Income | 62 | 59 | 224 | | Segment EBITDA | 76 | 72 | 281 | | Capital expenditures | 18 | 16 | 94 | [Highlights and business environment](index=13&type=section&id=Highlights%20and%20business%20environment_Industrial%20Products) Elemental bromine sales increased due to higher volumes, phosphorus-based flame retardant sales grew with higher prices and volumes, particularly in Europe and the US, while clear brine fluids sales decreased due to increased competition - Elemental bromine sales increased year-over-year, driven by higher volumes, partially offset by lower prices[46](index=46&type=chunk) - Phosphorus-based flame retardant sales increased year-over-year due to higher prices and volumes, mainly in Europe and the US, influenced by duties on Chinese imports[46](index=46&type=chunk) - Clear brine fluids sales decreased year-over-year due to higher competition in Africa and Asia, resulting in lower volumes[46](index=46&type=chunk) [Operating Income Drivers](index=14&type=section&id=Operating%20Income%20Drivers_Industrial%20Products) The positive impact on operating income was primarily from increased sales volumes of bromine- and phosphorus-based flame retardants and elemental bromine, partially offset by lower selling prices of bromine-based products and higher transportation costs Industrial Products Operating Income Drivers (Q1 2025 vs. Q1 2024, $ millions) | Driver | Sales | Expenses | Operating income | | :------------------------ | :---- | :------- | :--------------- | | Q1 2024 figures | 335 | (276) | 59 | | Quantity | 17 | (13) | 4 | | Price | (5) | - | (5) | | Exchange rates | (3) | 2 | (1) | | Raw materials | - | 4 | 4 | | Transportation | - | (2) | (2) | | Operating and other expenses | - | 3 | 3 | | Q1 2025 figures | 344 | (282) | 62 | - Positive impact on operating income from increased sales volumes of bromine- and phosphorus-based flame retardants, as well as elemental bromine[47](index=47&type=chunk) - Negative impact on operating income due to lower selling prices of bromine-based flame retardants and bromine-based industrial solutions[48](index=48&type=chunk) [Potash](index=15&type=section&id=Potash) The Potash segment reported a decrease in sales and operating income in Q1 2025, primarily due to lower potash prices year-over-year, despite higher sales volumes in Brazil and China, and lower production volumes due to operational challenges - The Potash segment produces and sells potash, salts, magnesium, and electricity from operations in Israel (Dead Sea) and Spain (underground mine)[50](index=50&type=chunk) [Results of operations and key indicators](index=15&type=section&id=Results%20of%20operations%20and%20key%20indicators_Potash) Potash segment sales decreased to $405 million in Q1 2025 from $423 million in Q1 2024, with operating income declining to $56 million from $62 million, and segment EBITDA decreasing to $118 million Potash Segment Key Indicators ($ millions, except price) | Metric | 1-3/2025 | 1-3/2024 | 1-12/2024 | | :------------------------ | :------- | :------- | :-------- | | Segment Sales | 405 | 423 | 1,656 | | Potash sales to external customers | 305 | 306 | 1,237 | | Segment Operating Income | 56 | 62 | 250 | | Segment EBITDA | 118 | 124 | 492 | | Capital expenditures | 64 | 66 | 332 | | Potash price - CIF ($ per tonne) | 300 | 324 | 299 | [Highlights and business environment](index=15&type=section&id=Highlights%20and%20business%20environment_Potash) ICL's potash price (CIF) was $300/tonne in Q1 2025, 5% higher QoQ but 7% lower YoY, while the Grain Price Index rose by 1% and the projected global grains stock-to-use ratio decreased, indicating firm agricultural demand - ICL's potash price (CIF) was **$300 per tonne** in Q1 2025, **5% higher** than Q4 2024 but **7% lower** year-over-year[53](index=53&type=chunk) - The Grain Price Index increased by **1%** in Q1 2025, with corn, wheat, and soy prices rising[53](index=53&type=chunk) - The projected global grains stock-to-use ratio decreased to **26%** for the 2025/26 agriculture year, indicating tightening supply[53](index=53&type=chunk) [Additional Segment Information](index=16&type=section&id=Additional%20Segment%20Information_Potash) Global potash market prices showed mixed trends, with Brazil CFR spot prices up 7.7% YoY and Northwest Europe CIF spot/contract prices down 8.6% YoY, while potash imports to India significantly increased and China's imports decreased, and production was lower YoY due to operational challenges Global Potash Market - Average Prices ($ per tonne) | Average prices | Type | 1-3/2025 | 1-3/2024 | VS Q1 2024 | 10-12/2024 | VS Q4 2024 | | :------------------------ | :--------- | :------- | :------- | :--------- | :--------- | :--------- | | Granular potash – Brazil | CFR spot | 321 | 298 | 7.7% | 288 | 11.5% | | Granular potash – Northwest Europe | CIF spot/contract | 338 | 370 | (8.6)% | 338 | 0.0% | | Standard potash – Southeast Asia | CFR spot | 307 | 309 | (0.6)% | 292 | 5.1% | Potash Imports (million tonnes) | Potash imports | 1-3/2025 | 1-3/2024 | VS Q1 2024 | 10-12/2024 | VS Q4 2024 | | :--------------- | :------- | :------- | :--------- | :--------- | :--------- | | To Brazil | 2.8 | 2.6 | 7.7% | 2.9 | (3.4)% | | To China | 3.6 | 3.8 | (5.3)% | 3.4 | 5.9% | | To India | 0.8 | 0.4 | 100.0% | 1.2 | (33.3)% | - Potash production was **1,062 thousand tonnes** in Q1 2025, down **69 thousand tonnes** year-over-year due to operational challenges[55](index=55&type=chunk) - Total sales (including internal) increased to **1,103 thousand tonnes**, up **19 thousand tonnes** year-over-year[56](index=56&type=chunk) [Operating Income Drivers](index=17&type=section&id=Operating%20Income%20Drivers_Potash) The negative impact on operating income was primarily due to a $24/tonne decrease in potash CIF price year-over-year, partially offset by higher sales volumes of potash in Brazil and China, and lower marine and inland transportation costs Potash Operating Income Drivers (Q1 2025 vs. Q1 2024, $ millions) | Driver | Sales | Expenses | Operating income | | :------------------------ | :---- | :------- | :--------------- | | Q1 2024 figures | 423 | (361) | 62 | | Quantity | 8 | (1) | 7 | | Price | (23) | - | (23) | | Exchange rates | (3) | 2 | (1) | | Raw materials | - | 1 | 1 | | Energy | - | (4) | (4) | | Transportation | - | 14 | 14 | | Q1 2025 figures | 405 | (349) | 56 | - Negative impact on operating income primarily resulted from a **$24 decrease** in potash price (CIF) per tonne, year-over-year[58](index=58&type=chunk) - Positive impact from increased sales volumes of potash in Brazil and China, and lower marine and inland transportation costs, especially to Brazil and the US[57](index=57&type=chunk)[58](index=58&type=chunk) [Phosphate Solutions](index=18&type=section&id=Phosphate%20Solutions) The Phosphate Solutions segment reported increased sales and operating income in Q1 2025, driven by higher sales volumes of phosphate fertilizers, white phosphoric acid (WPA), and industrial salts, along with lower ammonia costs, despite lower selling prices for some specialty products and higher sulphur costs - The Phosphate Solutions segment operates ICL's phosphate value chain, producing phosphate-based specialty products and fertilizers from phosphate rock and fertilizer-grade phosphoric acid[59](index=59&type=chunk) [Results of operations and key indicators](index=18&type=section&id=Results%20of%20operations%20and%20key%20indicators_Phosphate%20Solutions) Phosphate Solutions segment sales increased to $573 million in Q1 2025 from $559 million in Q1 2024, with operating income rising to $91 million from $84 million, and segment EBITDA increasing to $139 million Phosphate Solutions Segment Key Indicators ($ millions) | Metric | 1-3/2025 | 1-3/2024 | 1-12/2024 | | :------------------------ | :------- | :------- | :-------- | | Segment Sales | 573 | 559 | 2,215 | | Sales to external customers | 536 | 517 | 2,049 | | Segment Operating Income | 91 | 84 | 358 | | Segment EBITDA | 139 | 131 | 549 | | Capital expenditures | 71 | 52 | 340 | - In Q1 2025, Phosphate Specialties accounted for **$324 million** of segment sales and **$39 million** of operating income, while Phosphate Commodities accounted for **$249 million** of segment sales and **$52 million** of operating income[60](index=60&type=chunk) [Highlights and business environment](index=18&type=section&id=Highlights%20and%20business%20environment_Phosphate%20Solutions) Phosphate fertilizer prices were stable to higher in Q1 2025, driven by firm global demand, limited Chinese exports, and rising raw material costs, particularly sulphur, while ICL signed a strategic agreement to establish LFP production in Europe and commissioned its Battery Materials Innovation and Qualification Center in the US - Phosphate fertilizers prices were stable to higher in Q1 2025, with global demand remaining firm and supply impacted by China's trade restrictions and higher raw material costs (sulphur)[61](index=61&type=chunk) - US phosphate imports remained firm ahead of spring planting, with DAP FOB NOLA ending Q1 at **$680/mt**, up **$43/mt** from the previous quarter[61](index=61&type=chunk) - ICL signed a strategic agreement with Shenzhen Dynanonic Co., Ltd. in January 2025 to establish LFP production in Europe, and commissioned its Battery Materials Innovation and Qualification Center (BMIQ) in the US in early April[62](index=62&type=chunk)[63](index=63&type=chunk) [Additional Segment Information](index=19&type=section&id=Additional%20Segment%20Information_Phosphate%20Solutions) Global phosphate commodity prices showed increases, with DAP CFR India spot stable, TSP CFR Brazil spot up 18% YoY, and SSP CPT Brazil inland up 2% YoY, while Sulphur FOB Middle East prices surged by 144% YoY to $183/mt, ending Q1 at $280/mt due to strong demand and limited supply Global Phosphate Commodities Market - Average Prices ($ per tonne) | Average prices | 1-3/2025 | 1-3/2024 | VS Q1 2024 | 10-12/2024 | VS Q4 2024 | | :------------------------------------ | :------- | :------- | :--------- | :--------- | :--------- | | DAP CFR India Bulk Spot | 635 | 591 | 7% | 637 | (0)% | | TSP CFR Brazil Bulk Spot | 500 | 425 | 18% | 500 | 0% | | SSP CPT Brazil inland 18-20% P2O5 Bulk Spot | 281 | 276 | 2% | 270 | 4% | | Sulphur Bulk FOB Adnoc monthly Bulk contract | 183 | 75 | 144% | 139 | 32% | - Indian phosphoric acid prices settled at **$1,055/mt P2O5** for Q1 2025 and increased to **$1,153/mt P2O5** for Q2 2025[65](index=65&type=chunk) - Sulphur FOB Middle East ended Q1 at **$280/mt**, up **$115/mt** from end of 2024, driven by firm demand, limited supply, and tariff concerns[65](index=65&type=chunk) [Operating Income Drivers](index=20&type=section&id=Operating%20Income%20Drivers_Phosphate%20Solutions) Operating income was positively impacted by higher sales volumes of phosphate fertilizers, WPA, industrial salts, and food specialties additives, along with lower ammonia costs, partially offset by lower selling prices for WPA, food specialties additives, and industrial salts, as well as higher costs for sulphur and caustic soda, and increased maintenance expenses Phosphate Solutions Operating Income Drivers (Q1 2025 vs. Q1 2024, $ millions) | Driver | Sales | Expenses | Operating income | | :------------------------ | :---- | :------- | :--------------- | | Q1 2024 figures | 559 | (475) | 84 | | Quantity | 25 | (11) | 14 | | Price | (6) | - | (6) | | Exchange rates | (5) | 5 | - | | Raw materials | - | 9 | 9 | | Transportation | - | 3 | 3 | | Operating and other expenses | - | (13) | (13) | | Q1 2025 figures | 573 | (482) | 91 | - Positive impact on operating income from higher sales volumes of phosphate fertilizers, white phosphoric acid (WPA), industrial salts, and food specialties additives[67](index=67&type=chunk) - Negative impact from lower selling prices of WPA, food specialties additives, and industrial salts, and higher costs of sulphur and caustic soda[67](index=67&type=chunk) [Growing Solutions](index=21&type=section&id=Growing%20Solutions) The Growing Solutions segment reported increased sales and operating income in Q1 2025, driven by higher volumes and prices in specialty agriculture and turf and ornamental products, despite lower FertilizerpluS sales volumes, unfavorable exchange rates, and higher raw material and operational costs - The Growing Solutions segment aims for global leadership in plant nutrition, expanding its portfolio of specialty plant nutrition, plant stimulation, and plant health solutions[68](index=68&type=chunk) [Results of operations and key indicators](index=21&type=section&id=Results%20of%20operations%20and%20key%20indicators_Growing%20Solutions) Growing Solutions segment sales increased to $495 million in Q1 2025 from $479 million in Q1 2024, with operating income rising to $28 million from $23 million, and segment EBITDA increasing to $47 million Growing Solutions Segment Key Indicators ($ millions) | Metric | 1-3/2025 | 1-3/2024 | 1-12/2024 | | :------------------------ | :------- | :------- | :-------- | | Segment Sales | 495 | 479 | 1,950 | | Sales to external customers | 491 | 474 | 1,932 | | Segment Operating Income | 28 | 23 | 128 | | Segment EBITDA | 47 | 42 | 202 | | Capital expenditures | 19 | 15 | 98 | [Highlights and business environment](index=21&type=section&id=Highlights%20and%20business%20environment_Growing%20Solutions) Specialty Agriculture sales increased due to higher volumes and prices, Turf and Ornamental sales also grew, while FertilizerpluS sales decreased, and ICL acquired Lavie Bio in April to expand its ag-biologicals offerings - Specialty Agriculture (SA) sales increased year-over-year due to higher volumes (Europe, US, China, Brazil) and higher prices (Brazil), partially offset by exchange rate fluctuations[71](index=71&type=chunk) - Turf and Ornamental (T&O) sales increased year-over-year, driven by higher prices and volumes, mainly CRF in Europe[71](index=71&type=chunk) - ICL acquired Lavie Bio in April, a leading ag-biologicals company, to expand its Growing Solutions product offerings and target new markets[71](index=71&type=chunk) [Operating Income Drivers](index=22&type=section&id=Operating%20Income%20Drivers_Growing%20Solutions) Operating income was positively impacted by higher sales volumes and selling prices of specialty agriculture and turf and ornamental products, partially offset by unfavorable exchange rates, higher costs for commodity fertilizers and potassium hydroxide (KOH), and increased maintenance and operational expenses Growing Solutions Operating Income Drivers (Q1 2025 vs. Q1 2024, $ millions) | Driver | Sales | Expenses | Operating income | | :------------------------ | :---- | :------- | :--------------- | | Q1 2024 figures | 479 | (456) | 23 | | Quantity | 27 | (23) | 4 | | Price | 14 | - | 14 | | Exchange rates | (25) | 23 | (2) | | Raw materials | - | (5) | (5) | | Energy | - | 1 | 1 | | Transportation | - | 2 | 2 | | Operating and other expenses | - | (9) | (9) | | Q1 2025 figures | 495 | (467) | 28 | - Positive impact on operating income from higher sales volumes of specialty agriculture and turf and ornamental products, and higher selling prices across these categories and FertilizerpluS[72](index=72&type=chunk)[73](index=73&type=chunk) - Negative impact from unfavorable exchange rates (depreciation of Brazilian real and euro against US dollar), higher costs of commodity fertilizers and potassium hydroxide (KOH), and increased maintenance and operational costs[73](index=73&type=chunk)[74](index=74&type=chunk)[75](index=75&type=chunk) [Liquidity and Capital Resources](index=23&type=section&id=Liquidity%20and%20Capital%20Resources) [Source and Uses of Cash](index=23&type=section&id=Source%20and%20Uses%20of%20Cash) Net cash provided by operating activities decreased to $165 million in Q1 2025 from $292 million in Q1 2024, mainly due to changes in working capital, while net cash used in investing activities increased to $192 million, and net cash provided by financing activities was $5 million, a significant change from $249 million used in the prior year Cash Flow Summary ($ millions) | Cash Flow Type | Q1 2025 | Q1 2024 | | :-------------------------------- | :------ | :------ | | Net cash provided by operating activities | 165 | 292 | | Net cash used in investing activities | (192) | (95) | | Net cash provided by (used in) financing activities | 5 | (249) | - Decrease in operating cash flow mainly due to changes in working capital[77](index=77&type=chunk) - Increase in cash used in investing activities primarily due to lower proceeds from deposits and higher payments for property, plant and equipment[78](index=78&type=chunk) [Outstanding Net Debt](index=23&type=section&id=Outstanding%20Net%20Debt) As of March 31, 2025, ICL's net financial liabilities increased by $142 million to $1,993 million compared to December 31, 2024, and the Board of Directors authorized consideration of a potential expansion of Series G Debentures through a public offering in Israel - ICL's net financial liabilities amounted to **$1,993 million** as of March 31, 2025, an increase of **$142 million** from December 31, 2024[80](index=80&type=chunk) - The Company's Board of Directors authorized consideration of a potential expansion of its existing Series G Debentures through a public offering in Israel[81](index=81&type=chunk) [Credit Facilities](index=23&type=section&id=Credit%20Facilities) ICL's Sustainability-linked Revolving Credit Facility (RCF) of $1,550 million was extended until April 2029, and further extended to April 2030 for $1,400 million by eleven banks, with approximately $541 million of the RCF and $251 million of the $300 million committed securitization facility utilized as of March 31, 2025 - The **$1,550 million** Sustainability-Linked Revolving Credit Facility (RCF) was extended until April 2029 in April 2024[82](index=82&type=chunk) - Subsequent to the report date, in April 2025, the RCF was further extended by eleven banks until April 2030, with the credit facility amount becoming **$1,400 million** effective April 2029[83](index=83&type=chunk) - As of March 31, 2025, ICL utilized approximately **$541 million** of the RCF and **$251 million** of its **$300 million** committed securitization facility[82](index=82&type=chunk)[84](index=84&type=chunk) [Ratings and Financial Covenants](index=24&type=section&id=Ratings%20and%20Financial%20Covenants) Fitch Ratings and S&P credit rating agency reaffirmed ICL's long-term issuer default rating and senior unsecured rating at 'BBB-' with a stable outlook in June and July 2024, respectively, and the company was in compliance with all financial covenants as of March 31, 2025 - Fitch Ratings reaffirmed ICL's long-term issuer default rating and senior unsecured rating at **'BBB-'** with a stable outlook in June 2024[86](index=86&type=chunk) - S&P credit rating agency reaffirmed ICL's international credit rating and senior unsecured rating of **'BBB-'** and S&P Maalot credit rating of **'ilAA'** with a stable outlook in July 2024[87](index=87&type=chunk) - As of March 31, 2025, the Company was in compliance with all its financial covenants[88](index=88&type=chunk) [Corporate Governance & Other Disclosures](index=24&type=section&id=Corporate%20Governance%20%26%20Other%20Disclosures) [Critical Accounting Estimates](index=24&type=section&id=Critical%20Accounting%20Estimates) There were no material changes in the critical accounting estimates during the three-month period ended March 31, 2025, compared to those disclosed in the Annual Report on Form 20-F for 2024 - No material changes in critical accounting estimates were reported for Q1 2025[89](index=89&type=chunk) [Board of Directors and Senior Management Updates](index=24&type=section&id=Board%20of%20Directors%20and%20Senior%20Management%20Updates) Key leadership changes include the appointment of Mr. Elad Aharonson as President & CEO, succeeding Mr. Raviv Zoller, and new presidents for the Growing Solutions Division (Mr. Nir Ilani) and Phosphate Solutions Division (Mr. Nadav Turner), with Mr. Ilan Barkai appointed President of the Potash & Global ESH Division - Mr. Elad Aharonson was appointed President & CEO effective March 13, 2025, succeeding Mr. Raviv Zoller[90](index=90&type=chunk)[91](index=91&type=chunk) - Mr. Nir Ilani was appointed President of the Growing Solutions Division, effective June 1, 2025[92](index=92&type=chunk) - Mr. Nadav Turner was appointed President of the Phosphate Solutions Division, effective May 1, 2025, and Mr. Ilan Barkai was appointed President of the Potash & Global ESH Division, also effective May 1, 2025[93](index=93&type=chunk)[94](index=94&type=chunk) [Risk Factors](index=25&type=section&id=Risk%20Factors) No material changes were reported in the risk factors previously disclosed in the Annual Report on Form 20-F for the year ended December 31, 2024 - No material changes in risk factors were reported for Q1 2025[96](index=96&type=chunk) [Quantitative and Qualitative Exposures stemming from Market Risks](index=25&type=section&id=Quantitative%20and%20Qualitative%20Exposures%20stemming%20from%20Market%20Risks) For information regarding market risks, reference is made to 'Item 11 – Quantitative and Qualitative Disclosures about Market Risks' in the Annual Report on Form 20-F for the year ended December 31, 2024 - Reference is made to the Annual Report on Form 20-F for detailed disclosures about market risks[97](index=97&type=chunk) [Legal Proceedings](index=25&type=section&id=Legal%20Proceedings) Further information on legal proceedings and other contingencies can be found in Note 6 to the Company's Interim Financial Statements - Further information on legal proceedings and other contingencies is available in Note 6 of the Interim Financial Statements[98](index=98&type=chunk) [Forward-looking Statements](index=25&type=section&id=Forward-looking%20Statements) This report contains forward-looking statements, identified by words like 'anticipate' and 'expect,' which are based on management's beliefs and assumptions and are subject to various risks and uncertainties, with actual results potentially differing materially - The report contains forward-looking statements based on management's beliefs and assumptions, subject to risks and uncertainties[99](index=99&type=chunk)[100](index=100&type=chunk) - Risks include changes in exchange rates, supply/demand volatility, natural disasters, regulatory restrictions, general market conditions, raw material prices, labor disputes, and geopolitical instability in Israel[100](index=100&type=chunk) - Forward-looking statements speak only as of their date, and the company undertakes no obligation to update them[101](index=101&type=chunk) [Consolidated Financial Statements (Unaudited)](index=26&type=section&id=Consolidated%20Financial%20Statements%20(Unaudited)) [Condensed Consolidated Statements of Financial Position](index=27&type=section&id=Condensed%20Consolidated%20Statements%20of%20Financial%20Position) The condensed consolidated statements of financial position show total assets of $11,691 million as of March 31, 2025, an increase from $11,321 million at December 31, 2024, with total liabilities increasing to $5,568 million and total equity growing to $6,123 million Condensed Consolidated Statements of Financial Position ($ millions) | Item | March 31, 2025 | March 31, 2024 | December 31, 2024 | | :-------------------------------- | :------------- | :------------- | :---------------- | | **Current assets** | | | | | Cash and cash equivalents | 312 | 363 | 327 | | Trade receivables | 1,497 | 1,492 | 1,260 | | Inventories | 1,629 | 1,630 | 1,626 | | **Total current assets** | **3,836** | **3,907** | **3,586** | | **Non-current assets** | | | | | Property, plant and equipment | 6,526 | 6,285 | 6,462 | | Intangible assets | 918 | 897 | 869 | | **Total non-current assets** | **7,855** | **7,579** | **7,735** | | **Total assets** | **11,691** | **11,486** | **11,321** | | **Current liabilities** | | | | | Short-term debt | 570 | 623 | 384 | | Trade payables | 1,031 | 914 | 1,002 | | **Total current liabilities** | **2,603** | **2,440** | **2,328** | | **Non-current liabilities** | | | | | Long-term debt and debentures | 1,856 | 1,883 | 1,909 | | **Total non-current liabilities** | **2,965** | **3,002** | **3,006** | | **Total liabilities** | **5,568** | **5,442** | **5,334** | | **Total equity** | **6,123** | **6,044** | **5,987** | [Condensed Consolidated Statements of Income](index=28&type=section&id=Condensed%20Consolidated%20Statements%20of%20Income) The condensed consolidated statements of income show sales of $1,767 million for Q1 2025, up from $1,735 million in Q1 2024, with operating income decreasing to $185 million from $203 million, and net income attributable to shareholders at $91 million, down from $109 million Condensed Consolidated Statements of Income ($ millions, except per share) | Item | March 31, 2025 | March 31, 2024 | December 31, 2024 | | :------------------------------------------ | :------------- | :------------- | :---------------- | | Sales | 1,767 | 1,735 | 6,841 | | Cost of sales | 1,207 | 1,178 | 4,585 | | Gross profit | 560 | 557 | 2,256 | | Operating income | 185 | 203 | 775 | | Finance expenses, net | 37 | 35 | 140 | | Income before taxes on income | 148 | 168 | 636 | | Taxes on income | 42 | 42 | 172 | | Net income | 106 | 126 | 464 | | Net income attributable to shareholders | 91 | 109 | 407 | | Diluted earnings per share ($) | 0.07 | 0.08 | 0.32 | [Condensed Consolidated Statements of Comprehensive Income](index=29&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income) The condensed consolidated statements of comprehensive income report total comprehensive income of $185 million for Q1 2025, a significant increase from $66 million in Q1 2024, primarily driven by positive foreign currency translation differences Condensed Consolidated Statements of Comprehensive Income ($ millions) | Item | March 31, 2025 | March 31, 2024 | December 31, 2024 | | :------------------------------------------ | :------------- | :------------- | :---------------- | | Net income | 106 | 126 | 464 | | Foreign currency translation differences | 90 | (58) | (247) | | Effective portion of change in fair value of cash flow hedges | (18) | (5) | (2) | | **Total comprehensive income** | **185** | **66** | **248** | | Comprehensive income attributable to shareholders | 169 | 53 | 197 | [Condensed Consolidated Statements of Cash Flows](index=30&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) The condensed consolidated statements of cash flows show net cash provided by operating activities of $165 million in Q1 2025, down from $292 million in Q1 2024, with net cash used in investing activities increasing to $192 million, while financing activities provided $5 million, a reversal from $249 million used in the prior year Condensed Consolidated Statements of Cash Flows ($ millions) | Item | March 31, 2025 | March 31, 2024 | December 31, 2024 | | :------------------------------------------ | :------------- | :------------- | :---------------- | | Net cash provided by operating activities | 165 | 292 | 1,468 | | Net cash used in investing activities | (192) | (95) | (694) | | Net cash provided by (used in) financing activities | 5 | (249) | (846) | | Net change in cash and cash equivalents | (22) | (52) | (72) | | Cash and cash equivalents as of end of period | 312 | 363 | 327 | [Condensed Consolidated Statements of Changes in Equity](index=31&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Equity) The condensed consolidated statements of changes in equity show total equity increasing to $6,123 million as of March 31, 2025, from $5,987 million at January 1, 2025, primarily driven by comprehensive income, partially offset by dividends paid Condensed Consolidated Statements of Changes in Equity (Q1 2025, $ millions) | Item | Balance as of Jan 1, 2025 | Share-based compensation | Dividends | Comprehensive income | Balance as of Mar 31, 2025 | | :------------------------------------------ | :------------------------ | :----------------------- | :-------- | :------------------- | :------------------------- | | Total shareholders' equity | 5,724 | 3 | (52) | 169 | 5,844 | | Non-controlling interests | 263 | - | - | 16 | 279 | | **Total equity** | **5,987** | **3** | **(52)** | **185** | **6,123** | Condensed Consolidated Statements of Changes in Equity (Q1 2024, $ millions) | Item | Balance as of Jan 1, 2024 | Share-based compensation | Dividends | Comprehensive income | Balance as of Mar 31, 2024 | | :------------------------------------------ | :------------------------ | :----------------------- | :-------- | :------------------- | :------------------------- | | Total shareholders' equity | 5,768 | 2 | (61) | 53 | 5,762 | | Non-controlling interests | 269 | - | - | 13 | 282 | | **Total equity** | **6,037** | **2** | **(61)** | **66** | **6,044** | [Notes to the Condensed Consolidated Interim Financial Statements](index=33&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Interim%20Financial%20Statements) [Note 1 – General](index=33&type=section&id=Note%201%20%E2%80%93%20General) This note provides general information about ICL Group Ltd., including its incorporation in Israel, dual listing on NYSE and TASE, and its status as a subsidiary of Israel Corporation Ltd., also detailing the ongoing security situation in Israel and its potential impacts [The Reporting Entity](index=33&type=section&id=The%20Reporting%20Entity) ICL Group Ltd. is an Israeli-domiciled company, dual-listed on NYSE and TASE, and a subsidiary of Israel Corporation Ltd., with the State of Israel holding a Special State Share to safeguard vital interests, and ICL operating as a leading specialty minerals group serving agriculture and industrial markets - ICL Group Ltd. is incorporated and domiciled in Israel, with shares traded on NYSE and TASE (ICL)[117](index=117&type=chunk) - The State of Israel holds a Special State Share in ICL to safeguard vital interests[117](index=117&type=chunk) - ICL is a leading specialty minerals group with an integrated business model, serving agriculture and industrial end-markets[118](index=118&type=chunk) [Events during the reporting period](index=33&type=section&id=Events%20during%20the%20reporting%20period) The security situation in Israel since October 2023 has caused supply chain disruptions, personnel shortages, increased protection costs, and regional tensions affecting shipping, with ICL implementing mitigation measures and not seeing a material effect on Q1 2025 results, though future impacts are unpredictable - The security situation in Israel has led to supply chain disruptions, personnel shortages, additional costs for site protection, and intensified regional tensions affecting commercial shipping[119](index=119&type=chunk) - ICL has taken measures to ensure employee safety and minimize business impact, including supporting employees called for reserve duty[120](index=120&type=chunk) - The security situation has not had a material impact on Q1 2025 business results, but the extent of future impact is unpredictable[121](index=121&type=chunk) [Note 2 – Significant Accounting Policies](index=34&type=section&id=Note%202%20%E2%80%93%20Significant%20Accounting%20Policies) This note outlines the basis of preparation for the interim financial statements, confirming adherence to IFRS and IAS 34, details reclassifications made in comparative figures for interest received and paid in cash flows, and mentions amendments to IFRS 9 and IFRS 7 not yet adopted [Basis of Preparation](index=34&type=section&id=Basis%20of%20Preparation) The condensed consolidated interim financial statements are prepared in accordance with IFRS and IAS 34, consistent with the accounting policies used in the Annual Financial Statements, and are unaudited, not including all information required for complete annual statements - Financial statements are prepared in accordance with IFRS as issued by the IASB and IAS 34, 'Interim Financial Reporting'[122](index=122&type=chunk)[123](index=123&type=chunk) - These interim statements are unaudited and should be read with the Company's audited Annual Report on Form 20-F for 2024[123](index=123&type=chunk) [Reclassifications](index=34&type=section&id=Reclassifications) Insignificant reclassifications were made to comparative figures to align with current financial statements, with no effect on total profit, and effective Q2 2024, interest received and paid were retrospectively reclassified to investing and financing activities, respectively - Insignificant reclassifications were made in comparative figures, with no effect on total profit[125](index=125&type=chunk) - Effective Q2 2024, interest received was reclassified to investing activities and interest paid to financing activities, retrospectively adjusted for comparative figures[126](index=126&type=chunk) [Amendments to standards and interpretations that have not yet been adopted](index=34&type=section&id=Amendments%20to%20standards%20and%20interpretations%20that%20have%20not%20yet%20been%20adopted) Amendments to IFRS 9 and IFRS 7, clarifying recognition and derecognition dates for financial instruments and disclosure requirements, are effective for annual reporting periods beginning on or after January 1, 2026, and the Company is evaluating their effects without plans for early adoption - Amendments to IFRS 9 and IFRS 7, clarifying recognition/derecognition of financial instruments and disclosure requirements, are effective for annual periods beginning January 1, 2026[127](index=127&type=chunk)[128](index=128&type=chunk) - The Company is examining the effects of these amendments and has no plans for early adoption[128](index=128&type=chunk) [Note 3 – Operating Segments](index=35&type=section&id=Note%203%20%E2%80%93%20Operating%20Segments) This note provides detailed information on ICL's four operating segments: Industrial Products, Potash, Phosphate Solutions, and Growing Solutions, including their business descriptions, financial performance data, and geographical sales distribution, and explains the basis for segment reporting and inter-segment transfers [General](index=35&type=section&id=General_Operating%20Segments) ICL's operations are organized into four segments: Industrial Products, Potash, Phosphate Solutions, and Growing Solutions, with other activities including innovation and digital platforms, and segment results include inter-segment transfers based on ordinary course transaction prices - ICL operates four segments: Industrial Products, Potash, Phosphate Solutions, and Growing Solutions[130](index=130&type=chunk) - Industrial Products focuses on bromine and phosphorus-based products; Potash on potash, salt, magnesium, and electricity; Phosphate Solutions on phosphate value chain from rock to specialty products and fertilizers; Growing Solutions on specialty plant nutrition and health solutions[131](index=131&type=chunk)[132](index=132&type=chunk)[133](index=133&type=chunk)[134](index=134&type=chunk)[136](index=136&type=chunk)[137](index=137&type=chunk) - Segment revenue, expenses, and results include inter-segment transfers based on ordinary course transaction prices, which are eliminated during consolidation[141](index=141&type=chunk) [Operating segment data](index=37&type=section&id=Operating%20segment%20data) This section presents detailed financial data for each operating segment, including sales, cost of sales, operating income (loss), depreciation, amortization, and capital expenditures for Q1 2025, Q1 2024, and full-year 2024, and includes reconciliations to consolidated figures Operating Segment Data (Q1 2025, $ millions) | Item | Industrial Products | Potash | Phosphate Solutions | Growing Solutions | Other Activities | Reconciliations | Consolidated | | :------------------------------------------ | :------------------ | :----- | :------------------ | :---------------- | :--------------- | :-------------- | :----------- | | Sales to external parties | 338 | 358 | 536 | 491 | 44 | - | 1,767 | | Total sales | 344 | 405 | 573 | 495 | 45 | (95) | 1,767 | | Cost of sales | 228 | 269 | 397 | 364 | 40 | (91) | 1,207 | | Segment operating income (loss) | 62 | 56 | 91 | 28 | (3) | (26) | 208 | | Depreciation, amortization and impairment | 14 | 62 | 48 | 19 | 4 | 4 | 151 | | Capital expenditures | 18 | 64 | 71 | 19 | 1 | 15 | 188 | Operating Segment Data (Q1 2024, $ millions) | Item | Industrial Products | Potash | Phosphate Solutions | Growing Solutions | Other Activities | Reconciliations | Consolidated | | :------------------------------------------ | :------------------ | :----- | :------------------ | :---------------- | :--------------- | :-------------- | :----------- | | Sales to external parties | 331 | 367 | 517 | 474 | 46 | - | 1,735 | | Total sales | 335 | 423 | 559 | 479 | 46 | (107) | 1,735 | | Cost of sales | 225 | 254 | 391 | 363 | 42 | (97) | 1,178 | | Segment operating income (loss) | 59 | 62 | 84 | 23 | (3) | (10) | 215 | | Depreciation and amortization | 13 | 62 | 47 | 19 | 4 | 2 | 147 | | Capital expenditures | 16 | 66 | 52 | 15 | 1 | 5 | 155 | [Information based on geographical location](index=40&type=section&id=Information%20based%20on%20geographical%20location) This section provides a breakdown of operating segment sales by geographical location of the customer for Q1 2025, Q1 2024, and full-year 2024, with Europe, Asia, and North America representing the largest sales regions for ICL Sales by Geographical Location (Q1 2025, $ millions) | Region | Industrial Products | Potash | Phosphate Solutions | Growing Solutions | Other Activities | Reconciliations | Consolidated | | :-------------- | :------------------ | :----- | :------------------ | :---------------- | :--------------- | :-------------- | :----------- | | Europe | 103 | 149 | 136 | 228 | 33 | (34) | 615 | | Asia | 118 | 74 | 172 | 65 | 4 | (6) | 427 | | North America | 104 | 47 | 141 | 57 | 1 | (3) | 347 | | South America | 5 | 86 | 81 | 112 | - | (2) | 282 | | Rest of the world | 14 | 49 | 43 | 33 | 7 | (50) | 96 | | **Total** | **344** | **405** | **573** | **495** | **45** | **(95)** | **1,767** | Sales by Geographical Location (Q1 2024, $ millions) | Region | Industrial Products | Potash | Phosphate Solutions | Growing Solutions | Other Activities | Reconciliations | Consolidated | | :-------------- | :------------------ | :----- | :------------------ | :---------------- | :--------------- | :-------------- | :----------- | | Europe | 104 | 169 | 143 | 235 | 31 | (43) | 639 | | Asia | 110 | 76 | 160 | 61 | 10 | (5) | 412 | | North America | 98 | 61 | 137 | 44 | 1 | (1) | 340 | | South America | 4 | 59 | 69 | 100 | - | - | 232 | | Rest of the world | 19 | 58 | 50 | 39 | 4 | (58) | 112 | | **Total** | **335** | **423** | **559** | **479** | **46** | **(107)** | **1,735** | [Note 4 – Loans, Financial Instruments and Risk Management](index=43&type=section&id=Note%204%20%E2%80%93%20Loans%2C%20Financial%20Instruments%20and%20Risk%20Management) This note details the fair value of financial instruments, including fixed-interest loans and debentures, presents an analysis of financial instruments measured at fair value using a Level 2 hierarchy, and discusses the company's exposure to foreign currency risks and its hedging strategy [Fair value of financial instruments](index=43&type=section&id=Fair%20value%20of%20financial%20instruments) The carrying amounts of most financial assets and liabilities approximate their fair value, with fixed-interest loans and debentures showing a slight difference where fair value is generally lower than the carrying amount Fair Value of Financial Instruments ($ millions) | Item | March 31, 2025 (Carrying amount) | March 31, 2025 (Fair value) | March 31, 2024 (Carrying amount) | March 31, 2024 (Fair value) | December 31, 2024 (Carrying amount) | December 31, 2024 (Fair value) | | :-------------------------- | :------------------------------- | :-------------------------- | :------------------------------- | :-------------------------- | :---------------------------------- | :-------------------------- | | Loans bearing fixed interest | 297 | 283 | 329 | 289 | 287 | 271 | | Debentures bearing fixed interest: | | | | | | | | Marketable | 918 | 866 | 1,111 | 1,006 | 909 | 845 | | Non-marketable | 47 | 46 | 47 | 44 | 47 | 47 | | **Total** | **1,262** | **1,195** | **1,487** | **1,339** | **1,243** | **1,163** | [Fair value hierarchy](index=43&type=section&id=Fair%20value%20hierarchy) Financial instruments measured at fair value are analyzed using a Level 2 valuation method, which relies on observed data, with derivatives used for economic hedge and cash flow hedge showing a net negative fair value of $45 million as of March 31, 2025 - Financial instruments measured at fair value use a Level 2 valuation method, based on observed data[152](index=152&type=chunk)[153](index=153&type=chunk) Fair Value of Derivatives (Level 2, $ millions) | Item | March 31, 2025 | March 31, 2024 | December 31, 2024 | | :------------------------------------------ | :------------- | :------------- | :---------------- | | Derivatives used for economic hedge, net | (26) | 13 | 1 | | Derivatives designated as cash flow hedge, net | (19) | (8) | - | | **Total** | **(45)** | **5** | **1** | [Foreign currency risks](index=43&type=section&id=Foreign%20currency%20risks) ICL is exposed to Israeli shekel exchange rate changes against the US dollar, affecting debentures, loans, labor costs, and operating expenses, and the company employs derivatives to hedge these cash flow exposures based on risk assessment and its risk management strategy - ICL is exposed to changes in the exchange rate of the Israeli shekel against the US dollar, impacting debentures, loans, labor costs, and operating expenses[155](index=155&type=chunk) - The Company's risk management strategy involves hedging these exposures using derivatives, based on assessment of inherent risks[155](index=155&type=chunk) [Note 5 – Long Term Compensation Plans and Dividend Distributions](index=44&type=section&id=Note%205%20%E2%80%93%20Long%20Term%20Compensation%20Plans%20and%20Dividend%20Distributions) This note details the approval of new equity-based compensation plans for the CEO, Chairman, and senior managers, involving non-marketable options with three-tranche vesting, and outlines dividend distributions, including a $52 million dividend paid in March 2025 and a $55 million dividend declared for June 2025 [Share based payments - non-marketable options](index=44&type=section&id=Share%20based%20payments%20-%20non-marketable%20options) Shareholders approved a new three-year equity grant (2025-2027) of approximately 4.3 million non-marketable options to the newly appointed CEO and Chairman, with a fair value of about $7 million, and an additional 1.2 million options for two senior managers, both vesting in three tranches - Shareholders approved a new three-year equity grant (2025-2027) of **~4.3 million** non-marketable options to the CEO and Chairman, with an aggregate fair value of about **$7 million**[159](index=159&type=chunk) - An additional **1.2 million** non-marketable options were approved for two senior managers, with a fair value of about **$1.7 million**[159](index=159&type=chunk) - All options have a vesting period in three tranches over 12, 24, and 36 months from the grant date[159](index=159&type=chunk) [Dividend distributions](index=44&type=section&id=Dividend%20distributions) A dividend of $52 million ($0.04 per share) was distributed on March 25, 2025, and the Board of Directors authorized a further dividend of $55 million ($0.04 per share) to be distributed on June 18, 2025 Dividend Distributions | Decision date | Actual distribution date | Distributed amount ($ millions) | Dividend per share ($) | | :-------------- | :----------------------- | :------------------------------ | :--------------------- | | Feb 25, 2025 | Mar 25, 2025 | 52 | 0.04 | | May 18, 2025 | Jun 18, 2025 | 55 | 0.04 | [Note 6 – Provisions, Contingencies and Other Matters](index=45&type=section&id=Note%206%20%E2%80%93%20Provisions%2C%20Contingencies%20and%20Other%20Matters) This note provides updates on legal proceedings, including the Supreme Court's rejection of a petition against ICL Rotem's new mining concession and the postponement of a hearing on the Israel Water Authority's decision regarding the Company's status to January 2026 - On May 7, 2025, the Supreme Court rejected a petition against ICL Rotem's new mining concession[160](index=160&type=chunk) - The hearing on the Company's appeal regarding the Israel Water Authority's decision to change its status to a 'Consumer-Producer' has been postponed to January 2026[160](index=160&type=chunk) [SIGNATURE](index=46&type=section&id=SIGNATURE)