ICL(ICL) - 2025 Q2 - Quarterly Report

FORM 6-K Filing Information Report Details 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] Incorporation by Reference 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] Q2 2025 Results Overview Financial Highlights 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 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] - 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] 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 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] - The company leverages its unique bromine, potash, and phosphate resources, global professional workforce, and sustainability-focused R&D and technological innovation capabilities[11] ICL Company Overview | Metric | Value | | :---------------------- | :---------- | | Stock Exchange Listings | NYSE, TASE (ICL) | | Employees Worldwide | >12,000 | | 2024 Revenues | ~$7 billion | Financial Figures and Non-GAAP Financial Measures This section presents key consolidated financial figures for Q2 and H1 2025, including both IFRS and non-GAAP measures, along with detailed reconciliations and explanations of the non-GAAP metrics used by management to assess performance Consolidated Financial Highlights (Q2 & H1 2025 vs. 2024) | Metric ($ 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 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] - These non-IFRS measures exclude certain items management believes are not indicative of ongoing operations, aiming to improve comparability and transparency for investors[16] Adjustments to Reported Operating and Net Income 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 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 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 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] - The actual impact remains uncertain and depends on factors such as effective date, duration, scope, magnitude, potential countermeasures, and mitigating actions[26] Security Situation in Israel 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] - Regional tensions, including Houthi attacks, have intensified, disrupting shipping routes and increasing commercial shipping costs[27] - 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] Results Analysis for the Period April – June 2025 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 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] - 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] Net Financing Expenses 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] Tax Expenses 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] Results Analysis for H1 2025 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 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] - 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] Net Financing Expenses 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] Tax Expenses 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] Segment Information Industrial Products 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 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 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] - 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] - 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] Q2 2025 Operating Income Drivers 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] - 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] H1 2025 Operating Income Drivers 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] - Positive impact on operating income was driven by decreased raw materials costs[48] 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 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 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] - 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] - 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 $346/tonne for 2025[53] Global Potash Market - Average Prices and Imports Global potash prices in key regions showed significant year-over-year and quarter-over-quarter increases in Q2 2025, while imports to Brazil remained stable, increased to China, but significantly decreased to India Global Potash Average Prices ($ 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 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] Q2 2025 Operating Income Drivers 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] - Positive impact on operating income primarily driven by a $33 year-over-year increase in the potash price (CIF) per tonne[58] H1 2025 Operating Income Drivers H1 2025 operating income for Potash was negatively impacted by decreased sales volumes of magnesium and potash in China and the US, lower prices for several products, and higher maintenance/operational costs, with positive contributions from reduced transportation costs Potash H1 2025 Operating Income Drivers ($ 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] - Positive impact on operating income was primarily due to reduced inland and marine transportation costs, primarily to Brazil, China, and the US[60] Phosphate Solutions 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 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 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] - 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] - 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] Global Phosphate Commodities Market - Average Prices 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 $105 compared to the second quarter of 2025[66] Q2 2025 Operating Income Drivers Q2 2025 operating income for Phosphate Solutions was positively impacted by higher sales volumes and increased selling prices of phosphate fertilizers, along with reduced transportation costs, largely offset by higher sulphur costs and increased operational expenses Phosphate Solutions Q2 2025 Operating Income Drivers ($ 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] - 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] H1 2025 Operating Income Drivers 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] - 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] Growing Solutions 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 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 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] - 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] - 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] Q2 2025 Operating Income Drivers 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] - Negative impact on operating income primarily related to higher costs of commodity fertilizers, sulphur and nitrogen[79] H1 2025 Operating Income Drivers 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] - 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] Liquidity and Capital Resources Source and Uses of Cash 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] - The increase in net cash used in investing activities was mainly due to higher payments for property, plant, and equipment[83] Outstanding Net Debt 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] Credit Facilities 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 $1,400 million effective April 2029[87] Credit Facility Utilization (as of June 30, 2025) | Facility | Total Framework ($ millions) | Utilized ($ millions) | | :--------------- | :--------------------------- | :-------------------- | | RCF | 1,550 (reducing to 1,400) | 903 | | Securitization | 300 (committed) + 100 (uncommitted) | 182 | Credit Ratings 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] - 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] Financial Covenants 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] Other Information Critical Accounting Estimates 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] Board of Directors and Senior Management Updates 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] - 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] - Mr. Ilan Barkai was appointed President of the Potash & Global ESH Division, effective May 1, 2025[96] - 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] Risk Factors 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] Quantitative and Qualitative Exposures stemming from Market Risks 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] Legal Proceedings 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] - 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] - 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] Forward-looking Statements 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][104] - 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] - 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] Consolidated Financial Statements (Unaudited) Condensed Consolidated Statements of Financial Position 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 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 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 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] - Dividends paid to the Company's shareholders totaled $107 million for the six-month period ended June 30, 2025[119] Notes to the Condensed Consolidated Interim Financial Statements Note 1 – General 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 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] - 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] Events during the reporting period 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] - 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] - 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] Note 2 – Significant Accounting Policies 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 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] - 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] 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] Amendments to standards and interpretations that have not yet been adopted 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] - 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] Note 3 - Operating Segments 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 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] - 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][138][139][142] - 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] Operating Segment Data 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 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 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 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 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 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] - 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] Developments in the reporting period (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] - 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] Note 5 – Long Term Compensation Plans and Dividend Distributions 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 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] - 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] Cash long-term incentive plan 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] - The cash incentive is subject to the achievement of