Form 20-F ☒   Form 40-F ☐

Yes ☐   No  ☒

Yes ☐   No  ☒

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“In the first quarter of 2021, ICL delivered quarterly sales of $1.5 billion for the first time since 2014. We executed on our growth strategy, which resulted in record results across all our specialty businesses. We also saw continued strong cash generation and margin expansion, which was supported by improved market fundamentals," said Raviv Zoller, president and CEO of ICL.

 

"Specifically, our Industrial Products division reported record sales and EBITDA – as it continued to grow, due to a shift to long-term contracts – and saw strong demand returning to most of its end-markets. Phosphate and Food Specialties helped to deliver record sales and EBITDA, which was up more than 60%, following 18 months of steady growth – driven by product innovation and cost efficiencies – as the business continued to shift to specialties. Innovative Ag Solutions also had a remarkable quarter, with double digit growth and higher margins. This business benefitted from our unified sales and marketing organization, as well as from higher volumes and improved product mix. For the first quarter, IAS profitability was greater than for all of 2019, and we are poised for further growth as we expand our footprint in Brazil”, concluded Zoller.

 

Due to improved market conditions, combined with prompt execution in the first quarter of 2021, the probability of the company achieving the high-end of its previous guidance range has risen considerably. As a result, ICL is raising its expectations for full year adjusted EBITDA to a range of $1,090 million to $1,175 million. (1a)

 

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Operating and Financial Review and Prospects

 

About ICL

 ICL Group Limited Q1 2021 Results 2

Financial Figures and Non-GAAP Financial Measures

---

(1)

See “Adjustments to reported Operating and Net income (Non-GAAP)” below.

(2)

See “Adjusted EBITDA and Diluted Adjusted Earnings Per Share for the periods of activity" below.

(3)

See “Condensed consolidated statements of cash flows (unaudited)” to the accompanying financial statements.

We present a discussion in the period-to-period comparisons of the primary drivers of change in the Company’s results of operations. This discussion is based in part on management’s best estimates of the impact of the main trends on its businesses. We have based the following discussion on our financial statements. You should read such discussion together with our financial statements.

 

 

Calculation of adjusted EBITDA was made as follows:

 

---

 

 

***

See "Adjustments to reported Operating and Net income (Non-GAAP)" above.

Calculation of diluted adjusted earnings per share was made as follows:

 

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  ICL Group Limited Q1 2021 Results  5

Statement regarding COVID-19

 

Since the World Health Organization declared the coronavirus (COVID-19) a pandemic in March 2020, and recommended containment and mitigation measures worldwide, the pandemic continued to spread and has introduced significant business and economic uncertainty and volatility to global markets. Accordingly, there has been a significant decline in global economic activity, partially due to preventative measures taken by various governmental organizations around the world. As at the report date, the pandemic continues to cause business and economic uncertainty and volatility in global markets. Certain countries, including India and Brazil, have been experiencing additional waves of outbreaks having an even more severe impact than previous waves. At the same time, there is a recovery trend in the volume of economic activity around the world, depending on the pace of recovery from the pandemic in the various countries. Israel in particular is showing considerable recovery and a significant decrease in COVID-19 infection and morbidity rates, which have led to an almost complete removal of restrictions.

 

 

In the first quarter of 2021, we have not experienced delays in production or distribution, as manufacturing operations in our Israeli facilities continued at full production levels, with ICL Dead Sea achieving a quarterly record level of potash production. In addition, at the Company's sites around the world, production remains largely uninterrupted.

 

Toward the end of 2020 and into the first quarter of 2021, the Industrial Products segment had shown a remarkable recovery in most end markets, achieving an all-time record in quarterly sales and operating income, driven by strong demand for the segment’s products. as for drilling activities, although renewed in several regions, the sharp decline in the demand for oil & gas for transportation and industry resulted in an overall decrease in the demand for and sales of clear brine fluids, which are unlikely to fully recover in 2021.

 

At this stage, the Company continues to respond to the evolving business environment, to adjust to the changing economy and to take the appropriate measures to further enhance operational efficiency. The Company is unable to accurately assess the full future impact of COVID‑19 on its operations, due to, among other factors, the increased volatility in global markets, the uncertainty regarding the duration of the pandemic, the extent of its impact on the markets in which the Company operates and on emerging markets especially, and additional countermeasures that may be taken by governments and central banks.

 

For further information, see “Item 3 - Key Information— D. Risk Factor in the Company's Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission (SEC) on March 2, 2021.

 

Consolidated Results Analysis

---

* See "Adjustments to reported Operating and Net income (Non-GAAP)".

 

-

Quantity – The positive impact on operating income was primarily related to an increase in sales volumes of bromine-based flame retardants, mainly due to commencing production in our new TBBA plant at Neot Hovav, as well as potash, acids and products of our Innovative Ag Solutions Segment. This was partly offset by a decrease in sales volumes of clear brine fluids and phosphate fertilizers.

-

Price – The positive impact on operating income was primarily related to a $7 increase in the average realized price per tonne of potash, compared to the corresponding quarter last year and an increase in the selling prices of phosphate commodities products, FertilizerspluS products and elemental bromine.

-

Exchange rates – The negative impact on operating income was primarily related to the appreciation of the average exchange rate of the Israeli shekel against the dollar, which increased operational costs. The described trend was partly offset by the appreciation of the average exchange rate of the euro and the Chinese yuan against the dollar, which contributed to revenue more than it increased operational costs.

-

Raw materials – The negative impact of raw material prices on operating income was primarily related to higher prices of sulphur consumed during the quarter.

-

Transportation – The negative impact on operating income was primarily related to higher marine transportation costs.

-

Operating and other expenses - The positive impact on operating income was primarily related to positive operational results due to increased production at Rotem Israel and YPH joint venture, cost‑reduction initiatives implemented in 2020, including an efficiency plan for Rotem Israel, as well as a decrease in depreciation expenses. This was partly offset by expenses related to the acquisition and integration of Fertiliaqua.

	1-3/2021		1-3/2020
	$ millions	% of Sales	$ millions	% of Sales

Europe	628	42	560	42
Asia	384	25	308	23
North America	295	20	249	19
South America	109	7	112	8
Rest of the world	94	6	90	8
Total	1,510	100	1,319	100

-

Europe – The increase in sales primarily relates to an increase in sales volumes of Innovative Ag Solutions segment products, bromine- and phosphorus-based flame retardants and polysulphate®, together with the positive impact of the appreciation of the average exchange rate of the euro against the dollar. The increase was partly offset by a decrease in sales volumes of green phosphoric acid.

-

Asia – The increase in sales primarily relates to an increase in sales volumes of bromine‑based flame retardants and acids, an increase in the selling prices of phosphate fertilizers and potash, together with the positive impact of the appreciation of the average exchange rate of the Chinese yuan against the dollar. The increase was partly offset by a decrease in sales volumes of phosphate fertilizers.

-

North America – The increase in sales primarily relates to an increase in sales volumes and selling prices of potash and phosphate fertilizers and an increase in sales volumes of specialty minerals products. The increase was partly offset by a decrease in sales volumes of bromine-based industrial solutions.

-

South America – The decrease in sales primarily relates to a decrease in sales volumes of potash and phosphate fertilizers. This was partly offset by an increase in sales volumes of specialty agriculture products, which includes sales from our recently acquired fertilaqua business.

-

Rest of the world – The increase in sales primarily relates to an increase in sales volumes of turf and ornamental products.

	1-3/2021	1-3/2020	1-12/2020
	$ millions	$ millions	$ millions

Segment Sales	398	364	1,255
Sales to external customers	394	361	1,242
Sales to internal customers	4	3	13
Segment Profit	105	103	303
Depreciation and amortization	17	17	77
Capital expenditures	17	21	84

•

All-time record quarterly sales and operating income, driven by strong demand for the segment’s products, mostly flame retardants for various applications and markets, despite some raw material availability and marine transportation constraints.

•

Sales of elemental bromine increased compared to the first quarter of 2020, mainly due to higher selling prices in China. Market prices for elemental bromine in China continued its upward trend, reaching a record level during the first quarter of 2021, mainly due to limited local production following intensive environmental inspections by local authorities and higher demand.

•

Sales of bromine-based flame retardants increased compared to the corresponding quarter last year, mainly due to higher demand in most market segments. The increase in sales was also supported by several new long-term strategic agreements signed recently.

•

The new TBBA plant in Neot Hovav, Israel, is running at full capacity, earlier than expected.

•

The recovery of oil prices in the first quarter of 2021 led to partial renewal of drilling activities in several areas. However, the sharp decline in demand for oil & gas for transportation and industry, caused by COVID‑19, resulted in significant overall decrease in demand and sales of clear brine fluids compared to the corresponding quarter last year.

•

Phosphorus-based flame retardants sales were higher compared to the corresponding quarter last year, due to recovery in the demand and supply constraints from Chinese producers caused by local environmental regulation, and despite shortage of certain raw materials in Europe and in the US.

•

Specialty minerals business reached a quarterly operating income record, as magnesia- and calcium-based products benefited from strong demand in the food supplements and pharmaceuticals markets and are sold-out, in addition to high sales volumes of MgCl for de‑icing, due to favorable weather conditions in the east coast of the US.

	Sales	Expenses	Operating income
	$ millions

Q1 2020 figures	364	(261)	103
Quantity	20	(16)	4
Price	7	-	7
Exchange rates	7	(8)	(1)
Raw materials	-	(3)	(3)
Energy	-	1	1
Transportation	-	(2)	(2)
Operating and other expenses	-	(4)	(4)
Q1 2021 figures	398	(293)	105

-

Quantity – The positive impact on the segment’s operating income was primarily related to an increase in sales volumes of bromine-based flame retardants, mainly due to commencing production in our new TBBA plant at Neot Hovav. This was partly offset by a decrease in clear brine fluids sales volumes related to the COVID-19 impact.

-

Price – The positive impact on the segment’s operating income was primarily due to record level elemental bromine prices in China and higher selling prices of specialty minerals products.

-

Exchange rates – The unfavorable impact on the segment’s operating income was primarily related to the appreciation of the average exchange rate of the Israeli shekel against the dollar, which increased operational costs. This was partly offset by the appreciation of the average exchange rate of the euro against the dollar, which contributed to the segment's revenue more than it increased operational costs.

	1-3/2021	1-3/2020	1-12/2020
	$ millions	$ millions	$ millions

Segment Sales	385	314	1,346
Potash sales to external customers	254	226	979
Potash sales to internal customers	22	23	95
Other and eliminations*	109	65	272
Gross Profit	138	96	472
Segment Profit	29	14	120
Depreciation and amortization	37	39	166
Capital expenditures	65	61	296
Average realized price (in $)**	257	250	230

**

Potash average realized price (dollar per tonne) is calculated by dividing total potash revenue by total sales quantities. The difference between FOB price and average realized price is primarily due to marine transportation costs.

•

Grain Price Index increased year-over-year, mainly due to an increase in prices of corn, soybean and rice by 26.3%,14.8%, 4%, respectively. The increase in grain prices is mainly a result of strong global demand.

•

The WASDE (World Agricultural Supply and Demand Estimates) report published by the USDA in April 2021 further supports the above mentioned increase in grains prices, while showing a decrease in the expected ratio of the global inventories of grains to annual consumption, to 28.7% for the 2020/21 agriculture year, compared to 30.4% for the 2019/20 agriculture year, and 30.6% for the 2018/19 agriculture year.

•

Increase in grain prices, especially of corn and soybeans, supported higher potash prices during the quarter, especially in the U.S and Brazil. According to CRU, the upward trend in potash prices strengthened toward the end of the quarter and continued into the beginning of the second quarter. For additional information on potash prices and imports in key markets, see ‘Global potash market - average prices and imports’ table below.

•

ICL's average potash realized price per tonne of $257 was 13% higher compared to the fourth quarter of 2020 and 3% higher year-over-year.

•

In April 2021, ICL signed a contract with Indian Potash Limited (IPL), India’s largest importer of potash, to supply an aggregate 600,000 metric tonnes of potash, with mutual options for additional 50,000 metric tonnes, to be supplied through December 2021, at a selling price of $280 per tonne CIFFO (Cost Insurance and Freight Free Out) at the destination port. This price reflects a $50 per tonne increase on the previous contract price. As at the date of this report, the Company has not yet signed a supply contract for 2021 with its customers in China.

•

Achieved record production for the first quarter.

•

Following the completion of the excavation of the ramp connecting the Cabanasses mine with the Suria plant, the Company initiated a site shutdown of about three weeks, starting in the last week of the first quarter, impacting second quarter production, in order to complete the necessary infrastructure work, including the installation of the conveyor belts.

•

As part of the collaboration between ICL's subsidiary in Spain (ICL Iberia) and the government of Catalonia to achieve environmental sustainability goals, the Company has undertaken to carry out restoration of the salt piles in its sites, mainly by processing the material and removing it to the sea via a Collector. In April 2021, the Company signed an agreement with the Catalan Water Agency for the construction and operation of the Collector. For further information, see Note 6 to the Company’s Condensed Consolidated Interim Financial Statements.

•

In March 2021, a final award was rendered in the arbitration proceeding conducted between Iberpotash S.A. ("IBP"), a Spanish subsidiary of ours, and AkzoNobel Industrial Chemicals B.V. ("Nobian"), dismissing Nobians' compensation claims. The Arbitral Tribunal determined that the agreement between IBP and Nobian remains in force, that IBP did not breach the agreement and therefore is not liable to Nobian for any damages, but that only Nobian can determine, within reasonable time and in good faith, whether it prefers to terminate the agreement. For further information, see Note 6 to the Company’s condensed consolidated interim financial statements.

•

Production of Polysulphate® increased by 3% year-over-year to 183 thousand tonnes in the first quarter of 2021, while sales volumes significantly increased by 38% to 188 thousand tonnes year-over-year.

Average prices

Q1 2021

Q1 2020

VS Q1 2020

Q4 2020

VS Q4 2020

Granular potash – Brazil	CFR spot ($ per tonne)	283	245	15.5%	248	14.1%
Granular potash – Northwest Europe	CIF spot/contract (€ per tonne)	235	255	(7.8)%	234	0.4%
Standard potash – Southeast Asia	CFR spot ($ per tonne)	248	258	(3.9)%	240	3.3%
Potash imports
To Brazil	million tonnes	2.2	1.6	37.5%	2.9	(24.1)%
To China	million tonnes	2.6	2.1	23.8%	2.0	29.4%
To India	million tonnes	0.75	0.69	8.7%	1.1	(31.8)%

Thousands of tonnes

1-3/2021

1-3/2020

1-12/2020

Production	1,152	1,145	4,527
Total sales (including internal sales)	1,075	996	4,666
Closing inventory	353	563	275

-

Production – Production in the first quarter of 2021 was 7 thousand tonnes higher year‑over‑year, due to increased production at ICL Dead Sea and in the Suria site of ICL Iberia, partly offset by 100 thousand tonnes due to the closure of the Sallent site at ICL Iberia at the end of the second quarter of 2020. Potash production in the second quarter of 2021 is expected to be impacted by the week-long annual shutdown in ICL Dead Sea, and over two weeks shutdown in ICL Iberia, dedicated to connecting the ramp to the Cabanasas mine.

-

Sales – Quantity of potash sold was 79 thousand tonnes higher year-over-year, primarily due to the increase in potash sales, mainly to China and the U.S. This was partly offset by a decrease in sales to India and Brazil.

	Sales	Expenses	Operating income
	$ millions

Q1 2020 figures	314	(300)	14
Quantity	37	(27)	10
Price	22	-	22
Exchange rates	12	(19)	(7)
Energy	-	1	1
Transportation	-	(9)	(9)
Operating and other expenses	-	(2)	(2)
Q1 2021 figures	385	(356)	29

-

Quantity – The positive impact on the segment’s operating income was primarily related to an increase in sales volumes of potash from the higher-margin ICL Dead Sea site.

-

Price – The positive impact on the segment’s operating income was primarily related to an increase of $7 in the average realized price per tonne of potash year-over-year, as well as an increase in the selling prices of FertilizerpluS products.

-

Exchange rates – The negative impact on the segment’s operating income was primarily related to the appreciation of the average exchange rate of the Israeli shekel against the dollar, which increased operational costs, as well as the appreciation of the average exchange rate of the British pound against the dollar, which increased operational costs more than it contributed to the segment's revenue. This was partly offset by the appreciation of the average exchange rate of the euro against the dollar, which contributed to the segment's revenue more than it increased operational costs.

-

Transportation – The negative impact on the segment’s operating income was primarily related to an increase in marine transportation costs.

	1-3/2021	1-3/2020	1-12/2020
	$ millions	$ millions	$ millions

Segment Sales	545	502	1,948
Sales to external customers	525	483	1,871
Sales to internal customers	20	19	77
Segment Profit	40	9	66
Depreciation and amortization	54	49	210
Capital expenditures	51	61	275

•

Phosphate salts sales were up year-over-year, with higher sales of food grade phosphates partly offset by lower sales of industrial salts.

-

Food grade phosphates: strong volumes in Asia, North America and emerging markets, primarily due to sales shift from the food service sector to the retail sector - related to COVID-19, supported by higher prices.

-

Industrial salts: overall sales of industrial salts were slightly lower year-over-year. Higher sales volumes in China to the body care industry, partly compensated for lower demand in other regions and industries, mainly institutional and industrial cleaning, primarily driven by continued COVID-19 related weakness. Pricing levels remained stable year-over-year.

•

White phosphoric acid (WPA) sales significantly increased year-over-year, driven by higher sales volumes in China and South America and higher sales prices in all regions.

•

Dairy protein sales in the first quarter of 2021 increased year-over-year due to continued focus on expanding the Company’s global leadership position in organic cow and goat ingredients.

•

Phosphate fertilizers prices continued to surge during the first quarter of 2021 following a continuing increase in crops’ prices, driven, among others by food security concerns related to COVID-19 and by China’s efforts to rebuild its hog herds, recovering from the African Swine Fever. Prices in the US continued to increase during the first quarter of 2021 following Mosaic’s petition to the US International Trade Commission (ITC) to impose countervailing duties on phosphates imports from Morocco and Russia. On March 11, 2021, the ITC announced its final decision, ratifying the US Department of Commerce (DOC) February 9, 2021 decision to impose duties of 19.97%, 9.19% and 47.05% on Phosphate imports from OCP, PhosAgro and EuroChem, respectively. Prices of sulphur, one of the main raw materials of phosphate fertilizers, followed the above trend and increased significantly. Marine freight costs have also increased significantly due to worldwide bulk carriers shortage.

•

On April 17, 2021, OCP (Morocco) concluded its second quarter phosphoric acid supply contracts to India at a price of $998 per tonne (CFR 100% P2O5), an increase of $203 per tonne compared to the previous quarter. The accumulated price increase of $408/tonne since the first quarter of 2020 reflects the continuing positive global sentiment in the phosphate commodity market.

$ per tonne

Q1 2021

Q1 2020

VS Q1 2020

Q4 2020

VS Q4 2020

DAP	CFR India Spot	455	302	51%	369	23%
TSP	CFR Brazil Spot	408	252	62%	262	56%
SSP	CPT Brazil inland 18-20% P2O5 Spot	206	185	11%	179	15%
Sulphur	Bulk FOB Adnoc monthly contract	138	44	214%	74	86%

	Sales	Expenses	Operating income
	$ millions

Q1 2020 figures	502	(493)	9
Quantity	(12)	10	(2)
Price	30	-	30
Exchange rates	25	(22)	3
Raw materials	-	(11)	(11)
Energy	-	2	2
Transportation	-	(4)	(4)
Operating and other expenses	-	13	13
Q1 2021 figures	545	(505)	40

-

Quantity – The negative impact on the segment's operating income was primarily related to a decrease in sales volumes of phosphate fertilizers, partly offset by increased sales volumes of higher-margin phosphate specialty products, mainly acids.

-

Price – The positive impact on the segment's operating income was primarily related to an increase in the selling prices of phosphate commodities products.

-

Exchange rates – The positive impact on the segment’s operating income was primarily related to the appreciation of the average exchange rate of the euro and the Chinese yuan against the dollar, which contributed to the segment's revenue more than it increased operational costs. Additionally, the devaluation of the average exchange rate of the Brazilian real against the dollar decreased operational costs. The above trend was partly offset by the appreciation of the average exchange rate of the Israeli shekel against the dollar, which increased operational costs.

-

Raw materials – The negative impact of raw material prices on the segment’s operating income was primarily related to higher prices of Sulphur consumed during the quarter.

-

Operating and other expenses – The positive impact on the segment's operating income was primarily related to positive operational impact due to increased production at Rotem Israel and the YPH joint venture, cost-reduction initiatives implemented in 2020, including an efficiency plan for Rotem Israel.

	01-03/2021	01-03/2020	1-12/2020
	$ millions	$ millions	$ millions

Segment Sales	241	199	731
Sales to external customers	238	196	715
Sales to internal customers	3	3	16
Segment Profit	22	14	40
Depreciation and amortization	7	5	25
Capital expenditures	*4	3	20

•

The segment reached all-time record sales and operating income in the first quarter of 2021. The improved performance is attributed to strong demand and higher sales volumes, favorable exchange rates and product mix, as well as lower costs of raw materials.

•

Sales to the specialty agriculture market increased year-over-year, mainly due to higher sales volumes of straight fertilizers and controlled-release fertilizers, as well as the positive impact of exchange rates. The increase in sales volumes was recorded in most regions, mainly in Europe, China, North America and South America - especially in Brazil.

•

Sales and operating income of the Turf and Ornamental business (T&O) increased to an all‑time quarterly record, mainly due to higher sales volumes and selling prices in most regions, mainly by strong demand in the gardening and landscaping markets.

•

Strategic move into the high growth specialty crop nutrition market in Brazil with a first full quarter of the integration of Fertilaqua and a definitive agreement to acquire Compass Minerals América do Sul S.A., signed on March 24, 2021. The acquisition (expected to be closed by the third quarter of 2021), will position ICL as the leading specialty plant nutrition Company in Brazil, one of the world’s fastest growing agriculture markets. It will also significantly expand ICL’s product portfolio and profitability, while providing further seasonal balance between the Northern and Southern hemispheres. For further information see Note 6 to the Company’s Condensed Consolidated Interim Financial Statements.

	Sales	Expenses	Operating income
	$ millions

Q1 2020 figures	199	(185)	14
Quantity	24	(18)	6
Price	1	-	1
Exchange rates	17	(15)	2
Raw materials	-	3	3
Energy	-	-	-
Transportation	-	-	-
Operating and other expenses	-	(4)	(4)
Q1 2021 figures	241	(219)	22

-

Quantity – The positive impact on the segment's operating income was primarily related to an increase in sales volumes of both specialty agriculture and turf and ornamental products, mainly controlled-release and straight fertilizers.

-

Price – The minor positive impact on the segment's operating income was primarily related to an increase in the selling prices of turf and ornamental products.

-

Exchange rates – The positive impact on the segment’s operating income was primarily related to the appreciation of the average exchange rate of the euro and the Israeli shekel against the dollar, which contributed to the segment's revenue more than it increased operational costs.

	March 31, 2021	March 31, 2020	December 31, 2020
	$ millions	$ millions	$ millions

Current assets
Cash and cash equivalents	157	434	214
Short-term investments and deposits	99	90	100
Trade receivables	1,056	939	883
Inventories	1,195	1,256	1,250
Other receivables	481	412	394
Total current assets	2,988	3,131	2,841
Non-current assets
Investments at fair value through other comprehensive income	-	100	83
Deferred tax assets	136	102	127
Property, plant and equipment	5,531	5,316	5,550
Intangible assets	709	652	670
Other non-current assets	356	247	393
Total non-current assets	6,732	6,417	6,823
Total assets	9,720	9,548	9,664
Current liabilities
Short-term debt	617	606	679
Trade payables	752	757	740
Provisions	54	43	54
Other payables	735	637	704
Total current liabilities	2,158	2,043	2,177
Non-current liabilities
Long-term debt and debentures	2,121	2,353	2,053
Deferred tax liabilities	320	336	326
Long-term employee liabilities	620	522	655
Provisions	262	198	267
Other	75	62	98
Total non-current liabilities	3,398	3,471	3,399
Total liabilities	5,556	5,514	5,576
Equity
Total shareholders’ equity	4,000	3,903	3,930
Non-controlling interests	164	131	158
Total equity	4,164	4,034	4,088
Total liabilities and equity	9,720	9,548	9,664

	For the three-month period ended		For the year ended
	March 31, 2021	March 31, 2020	December 31, 2020
	$ millions	$ millions	$ millions

Sales	1,510	1,319	5,043
Cost of sales	1,015	919	3,553
Gross profit	495	400	1,490
Selling, transport and marketing expenses	229	188	766
General and administrative expenses	62	64	232
Research and development expenses	15	14	54
Other expenses	5	2	256
Other income	(1)	-	(20)
Operating income	185	132	202
Finance expenses	60	73	219
Finance income	(40)	(21)	(61)
Finance expenses, net	20	52	158
Share in earnings of equity-accounted investees	-	1	5
Income before income taxes	165	81	49
Provision for income taxes	23	20	25
Net income	142	61	24
Net income attributable to the non-controlling interests	7	1	13
Net income attributable to the shareholders of the Company	135	60	11
Earnings per share attributable to the shareholders of the Company:
Basic earnings per share (in dollars)	0.11	0.05	0.01
Diluted earnings per share (in dollars)	0.11	0.05	0.01
Weighted-average number of ordinary shares outstanding:
Basic (in thousands)	1,280,700	1,279,647	1,280,026
Diluted (in thousands)	1,282,912	1,280,168	1,280,273

	For the three-month period ended		For the year ended
	March 31, 2021	March 31, 2020	December 31, 2020
	$ millions	$ millions	$ millions

Net income	142	61	24
Components of other comprehensive income that will be reclassified subsequently to net income
Currency translation differences	(64)	(64)	118
Change in fair value of cash flow hedges transferred to the statement of income	29	18	(54)
Effective portion of the change in fair value of cash flow hedges	(37)	(51)	53
Tax relating to items that will be reclassified subsequently to net income	2	8	-
	(70)	(89)	117
Components of other comprehensive income that will not be reclassified to net income
Net changes of investments at fair value through other comprehensive income	28	8	18
Gains (losses) from defined benefit plans	10	18	(15)
Tax relating to items that will not be reclassified to net income	(2)	(5)	(6)
	36	21	(3)
Total comprehensive income (loss)	108	(7)	138
Comprehensive income (loss) attributable to the non-controlling interests	6	(3)	23
Comprehensive income (loss) attributable to the shareholders of the Company	102	(4)	115

	For the three-month period ended		For the year ended
	March 31, 2021	March 31, 2020	December 31, 2020
	$ millions	$ millions	$ millions

Cash flows from operating activities
Net income	142	61	24
Adjustments for:
Depreciation and amortization	117	118	489
Impairment of fixed assets	-	-	90
Exchange rate, interest and derivative, net	53	83	90
Tax expenses	23	20	25
Change in provisions	(21)	(25)	113
Other	2	4	5
	174	200	812
Change in inventories	30	28	54
Change in trade receivables	(147)	(186)	(89)
Change in trade payables	39	71	84
Change in other receivables	(9)	(6)	5
Change in other payables	(12)	28	54
Net change in operating assets and liabilities	(99)	(65)	108
Interests paid	(18)	(20)	(109)
Income taxes received (paid), net of refund	7	(10)	(31)
Net cash provided by operating activities	206	166	804
Cash flows from investing activities
Proceeds from deposits and investments, net	8	12	34
Business combinations	(64)	(27)	(27)
Purchases of property, plant and equipment and intangible assets	(147)	(139)	(626)
Proceeds from divestiture of businesses net of transaction expenses	-	-	26
Other	-	1	10
Net cash used in investing activities	(203)	(153)	(583)
Cash flows from financing activities
Dividends paid to the Company's shareholders	(34)	(23)	(118)
Receipt of long-term debt	310	522	1,175
Repayments of long-term debt	(311)	(143)	(1,133)
Repayments of short-term debt, net	(41)	(9)	(52)
Receipts (payments) from transactions in derivatives designated as a cash flow hedge	14	(16)	24
Other	-	-	(1)
Net cash provided by (used in) financing activities	(62)	331	(105)
Net change in cash and cash equivalents	(59)	344	116
Cash and cash equivalents as at the beginning of the period	214	95	95
Net effect of currency translation on cash and cash equivalents	2	(5)	3
Cash and cash equivalents as at the end of the period	157	434	214

								Non-
	Attributable to the shareholders of the Company							controlling	Total
								interests	equity
			Cumulative		Treasury		Total
	Share	Share	translation	Capital	shares,	Retained	shareholders'
	capital	premium	adjustments	reserves	at cost	earnings	equity
	$ millions

For the three-month period ended March 31, 2021
Balance as at January 1, 2021	546	204	(334)	22	(260)	3,752	3,930	158	4,088
Share-based compensation	-	3	-	(1)	-	-	2	-	2
Dividends	-	-	-	-	-	(34)	(34)	-	(34)
Comprehensive income	-	-	(63)	22	-	143	102	6	108
Balance as at March 31, 2021	546	207	(397)	43	(260)	3,861	4,000	164	4,164

	Attributable to the shareholders of the Company								Non-
									controlling	Total
									interests	equity
			Cumulative		Treasury		Total
	Share	Share	translation	Capital	shares,	Retained	shareholders'
	capital	premium	adjustments	reserves	at cost	earnings	equity
	$ millions

For the three-month period ended March 31, 2020
Balance as at January 1, 2020	546	198	(442)	3	(260)	3,880	3,925	136	4,061
Share-based compensation	-	1	-	2	-	-	3	-	3
Dividends	-	-	-	-	-	(23)	(23)	-	(23)
Divestiture of a subsidiary	-	-	2	-	-	-	2	(2)	-
Comprehensive loss	-	-	(60)	(17)	-	73	(4)	(3)	(7)
Balance as at March 31, 2020	546	199	(500)	(12)	(260)	3,930	3,903	131	4,034

	Attributable to the shareholders of the Company								Non-
									controlling	Total
									interests	equity
			Cumulative		Treasury		Total
	Share	Share	translation	Capital	shares,	Retained	shareholders'
	capital	premium	adjustments	reserves	at cost	earnings	equity
	$ millions

For the year ended December 31, 2020
Balance as at January 1, 2020	546	198	(442)	3	(260)	3,880	3,925	136	4,061
Share-based compensation	-	6	-	2	-	-	8	-	8
Dividends	-	-	-	-	-	(118)	(118)	(1)	(119)
Comprehensive income	-	-	108	17	-	(10)	115	23	138
Balance as at December 31, 2020	546	204	(334)	22	(260)	3,752	3,930	158	4,088

A.

The Reporting Entity

B.

Material events in the reporting period

	Industrial Products	Potash	Phosphate Solutions	Innovative Ag Solutions	Other Activities	Reconciliations	Consolidated
	$ millions

For the three-month period ended March 31, 2021
Sales to external parties	394	346	525	238	7	-	1,510
Inter-segment sales	4	39	20	3	1	(67)	-
Total sales	398	385	545	241	8	(67)	1,510
Segment profit (loss)	105	29	40	22	(2)	(9)	185
Operating income							185
Financing expenses, net							(20)
Income before income taxes							165
Depreciation and amortization	17	37	54	7	-	2	117
Capital expenditures as part of business combination	-	-	-	70	-	-	70
Capital expenditures	17	65	51	4	1	3	141

	Industrial Products	Potash	Phosphate Solutions	Innovative Ag Solutions	Other Activities	Reconciliations	Consolidated
	$ millions

For the three-month period ended March 31, 2020
Sales to external parties	361	271	483	196	8	-	1,319
Inter-segment sales	3	43	19	3	-	(68)	-
Total sales	364	314	502	199	8	(68)	1,319
Segment profit	103	14	9	14	-	(8)	132
Operating income							132
Financing expenses, net							(52)
Share in earnings of equity-accounted investees							1
Income before income taxes							81
Depreciation and amortization	17	39	49	5	7	1	118
Capital expenditures as part of business combination	-	-	-	-	27	-	27
Capital expenditures	21	61	61	3	4	1	151

	Industrial Products	Potash	Phosphate Solutions	Innovative Ag Solutions	Other Activities	Reconciliations	Consolidated
	$ millions

For the year ended December 31, 2020
Sales to external parties	1,242	1,183	1,871	715	32	-	5,043
Inter-segment sales	13	163	77	16	3	(272)	-
Total sales	1,255	1,346	1,948	731	35	(272)	5,043
Segment profit (loss)	303	120	66	40	(5)	(15)	509
Other expenses not allocated to the segments							(307)
Operating income							202
Financing expenses, net							(158)
Share in earnings of equity-accounted investees							5
Income before income taxes							49
Depreciation, amortization and impairment	77	166	210	25	3	98	579
Capital expenditures as part of business combination	-	-	-	-	26	-	26
Capital expenditures	84	296	275	20	6	15	696

	1-3/2021		1-3/2020		1-12/2020
	$ millions	% of sales	$ millions	% of sales	$ millions	% of sales

USA	275	18	232	18	793	16
China	245	16	141	11	806	16
United Kingdom	127	8	116	9	336	7
Germany	95	6	101	8	327	6
Brazil	86	6	94	7	447	9
Spain	82	5	72	5	243	5
France	74	5	65	5	238	5
Israel	63	4	59	4	260	5
Italy	48	3	37	3	114	2
Netherlands	33	2	31	2	95	2
All other	382	27	371	28	1,384	27
Total	1,510	100	1,319	100	5,043	100

	Industrial Products	Potash	Phosphate Solutions	Innovative Ag Solutions	Other Activities	Reconciliations	Consolidated
	$ millions

For the three-month period ended March 31, 2021
Europe	144	180	187	129	7	(19)	628
Asia	130	75	142	41	-	(4)	384
North America	95	57	114	31	1	(3)	295
South America	13	29	58	10	-	(1)	109
Rest of the world	16	44	44	30	-	(40)	94
Total	398	385	545	241	8	(67)	1,510

	Industrial Products	Potash	Phosphate Solutions	Innovative Ag Solutions	Other Activities	Reconciliations	Consolidated
	$ millions

For the three-month period ended March 31, 2020
Europe	127	148	188	107	8	(18)	560
Asia	106	65	108	32	-	(3)	308
North America	107	19	98	26	-	(1)	249
South America	11	34	62	5	-	-	112
Rest of the world	13	48	46	29	-	(46)	90
Total	364	314	502	199	8	(68)	1,319

	Industrial Products	Potash	Phosphate Solutions	Innovative Ag Solutions	Other Activities	Reconciliations	Consolidated
	$ millions

For the year ended December 31, 2020
Europe	458	411	665	334	30	(76)	1,822
Asia	405	433	480	127	1	(14)	1,432
North America	299	86	372	105	2	(5)	859
South America	40	230	227	21	-	(1)	517
Rest of the world	53	186	204	144	2	(176)	413
Total	1,255	1,346	1,948	731	35	(272)	5,043

	March 31, 2021		March 31, 2020		December 31, 2020
	Carrying amount	Fair value	Carrying amount	Fair value	Carrying amount	Fair value
	$ millions	$ millions	$ millions	$ millions	$ millions	$ millions

Loans bearing fixed interest	108	114	72	78	89	96
Debentures bearing fixed interest
Marketable	1,494	1,684	1,339	1,412	1,625	1,870
Non-marketable	193	207	277	283	281	296
	1,795	2,005	1,688	1,773	1,995	2,262

Level 1	March 31, 2021	March 31, 2020	December 31, 2020
	$ millions	$ millions	$ millions

Investments at fair value through other comprehensive income (1)

156

146

136

Level 2	March 31, 2021	March 31, 2020	December 31, 2020
	$ millions	$ millions	$ millions

Derivatives designated as economic hedge, net	(50)	(35)	(32)
Derivatives designated as cash flow hedge, net	67	23	87
	17	(12)	55

Decision date for dividend distribution by the Board of Directors

Actual date of dividend distribution

Distributed amount ($ millions)

Dividend per share ($)

February 11, 2021	March 16, 2021	34	0.03
May 6, 2021(after the reporting date)*	June 16, 2021	67	0.05

1.

On March 24, 2021, the Company entered into a definitive agreement to acquire Compass Minerals America Do Sul S.A. (Hereinafter - Compass Minerals), which includes the South American Plant Nutrition business of Compass Minerals, for a gross consideration of about $418 million (2,297 million Brazilian reals), including a contingent consideration of $16 million and before deduction of a net debt of $109 million. The acquisition is expected to close during the third quarter of 2021, subject to the completion of a carve-out of Compass Mineral’s South American water treatment and chemicals businesses and the fulfilment of customary closing conditions.

2.

On March 18, 2021, an application for a class action was filed with the district court in Tel Aviv against the Company, Israel Corporation Ltd. and the controlling shareholder of Israel Corporation (hereinafter – the Respondents). The Application includes a series of allegations relating, among others, to alleged misleading and violation of the Company’s reporting and disclosure duties to the public under the Israeli Securities Law, 5728-1968, in connection with the implications of the royalties claim filed in 2011 by the State of Israel against its subsidiary, Dead Sea Works Ltd., pursuant to the Dead Sea Concession Law, 5721-1961 and which was conducted between the parties within an arbitration proceeding. The Applicant is a shareholder of the Company, who held Company shares during the allegedly relevant period, on behalf of a represented class including all those who acquired Company shares or Israel Corp. shares from August 17, 2011 and held them until May 27, 2014. According to the Applicant, such a group incurred alleged damages by the Respondents, and accordingly, the Court is requested to rule in favor of the group the entire sum of damage allegedly caused to group members who are shareholders of the Company, at the amount of about NIS 133 million (about $40 million) and to group members who are shareholders of Israel Corp. at the additional amount of NIS 57 million (about $17 million), as of May 27, 2014.

3.

Note 15 to the Annual Financial Statements provides disclosure regarding the Law for Taxation of Profits from Natural Resources in Israel and the Company's tax position. In March 2021, the Israeli Tax Authority (ITA) issued an assessment for the years 2016‑2017, which includes a demand for surplus profit levy, in the amount of about NIS 240 million, not including interest and linkage (about $62 million including interest and linkage and net of Corporate income tax). The Company intends to submit its objection to the ITA. The Company believes it is more likely than not that its position will be accepted.

4.

Note 17 to the Annual Financial Statements provides disclosure regarding the renewal of DSW's water production license for 2021, which includes a reference to the production of drilled saline water and the intention of the Government Authority Director to examine the change in the Company's definition from "Supplier-Producer" to "Consumer-Producer". In March 2021, a decision was made by the Water Authority, whereby DSW does not constitute a 'supplier', as defined in the Water Regulations, and should be considered as a consumer for the purpose of charging water fees, commencing with the production license for 2021.

4.

(cont'd)

5.

As part of the collaboration between ICL's subsidiary in Spain (ICL Iberia) and the government of Catalonia to achieve environmental sustainability goals, the Company has undertaken to carry out restoration of the salt piles in its sites, mainly by processing the material and removing it to the sea via a Collector. In April 2021, the Company signed an agreement with the Catalan Water Agency for the construction and operation of the Collector. The main highlights of the agreement include, among others, the way in which the project will be managed, the financing aspects of the project, the definition of project costs and the determination of the operational maintenance mechanism, including usage costs. Based on the said agreement and the Spanish Water law, it was determined that ICL Iberia's share will be up to 90% of the project's cost (approximately $110 million), to be paid throughout the construction and operation period. The construction period is expected to extend over four years and the operation period is expected to be 25 years.

7.

Note 18 to the Annual Financial Statements provides disclosure regarding the Company's request to the Ministry of Energy for an extension of the Company's oil shale extraction license from May 2021, the expiration date of the license, until the end of 2022, in order to enable the Company to complete the project of replacing the facility with a natural gas-based steam boiler (hereinafter – the Project), which is in accordance with the policy of the Ministry of Energy and the Ministry of Environmental Protection. The oil shale license was not extended and in coordination with the Ministry of Energy, the Company submitted a plan to regulate the license areas in terms of safety and ecology, including removal of exposed oil shales. In April 2021, the Ministry of Energy approved the plan. The Company is working to accelerate the Project in order to ensure the continuity of energy production in Rotem Israel after the exploitation of all the oil shale reserves.

8.

In accordance with the Company's policy regarding the periodic examination of the estimated useful life of Property, Plant and Equipment, in the first quarter of 2021, the Company conducted an examination of the estimated remaining useful life of Property, Plant and Equipment at its facilities in Israel, which was based on the Group's experience, level of maintenance and operation of the facilities over the years. According to the examination, it was found that following the increase in maintenance activity and the implementation of operational excellence processes, the life expectancy of certain Property, Plant and Equipment is higher than their current remaining useful life. Based on the assessment, the estimated useful life of the said assets was extended by 5-10 years, as of January 2021. The impact on the first quarter of 2021, is a reduction in depreciation expenses, with $7 million reflected in earnings and the balance of $6 million as a change in inventory value.

9.

As part of the Company's strategy to expand the specialty fertilizer business and focus on growing markets, in October 2020, the Company entered into an agreement to acquire 100% of the shares of Agro Fertilaqua Participações S.A., one of Brazil's leading specialty plant nutrition companies, for a consideration of $122 million (before deduction of Fertilaqua's net debt of $40 million). In January 2021, the acquisition was completed following the fulfilment of the customary closing conditions. As at the reporting date, the Company has not yet completed Fertilaqua's Purchase Price Allocation (PPA) process.

10.

In April 2021, the Company entered into a definitive agreement with China Sanjiang Fine Chemicals Company Limited to sell Jiaxing ICL Chemical Co. Ltd (ICL Zhapu), which is part of the Industrial Products segment, for a consideration of about $25 million. The closing of the transaction is expected at the end of July 2021. As a result from the sale, the Company expects to recognize a capital gain of about $15 million (upon closing).