☐ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscal year ended December 31, |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
Date of event requiring this shell company report _____________________ |
For the transition period from _________________ to _________________. |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Ordinary Shares, par value NIS 1.00 per share | ICL | The New York Stock Exchange |
Title of Class | Number of Shares Outstanding |
Ordinary shares |
Large Accelerated Filer ☒ | Accelerated Filer ☐ | Non-accelerated Filer☐ | |
Emerging Growth Company ☐ |
PART I | Page | ||||
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PART II | |||||
FS-1 |
Bromine | A chemical element used as a basis for a wide variety of uses and compounds, and mainly as a component in flame retardants or fire prevention substances. Unless otherwise stated, the term “bromine” refers to elemental bromine. |
CDP | Carbon Disclosure Project - A non-profit leading organization in the greenhouse gas emissions reporting field. |
CFR | Cost and freight. In a CFR transaction, the prices of goods to the customer includes, in addition to FOB expenses, marine shipping costs and all other costs that arise after the goods leave the seller’s factory gates and up to the destination port. |
CLP | Classification, Labeling and Packaging of Substances and Mixtures– EU regulation. |
CPI | The Consumer Price Index, as published by the Israeli Central Bureau of Statistics. |
CRU | Intelligence Company providing information on global mining, metal and fertilizers market. |
Dead Sea Bromine Company | Dead Sea Bromine Company Ltd., included in Industrial Products segment. |
DAP | Diammonium Phosphate - a fertilizer containing nitrate and phosphorus oxide. |
EPA | US Environmental Protection Agency. |
FAO | The Food and Agriculture Organization of the United Nations. |
FOB | Free |
Fertilizers and Chemicals Ltd., included in Innovative Ag Solutions segment. | |
GHG | Greenhouse gases – air emissions contributing to climate change. |
Granular | Fertilizer having granular particles. |
ICL Boulby | A United Kingdom |
ICL Iberia (Iberpotash) | Iberpotash S.A., a Spanish |
IC | Israel Corporation Ltd. |
ICL Dead Sea (DSW) | Dead Sea Works Ltd., included in Potash segment. |
ICL Dead Sea Magnesium (DSM) | Dead Sea Magnesium Ltd., included in Potash segment. |
ICL Neot Hovav | Subsidiaries in the Neot Hovav area in the south of Israel, including facilities of Bromine Compounds Ltd. Included in Industrial Products segment. |
ICL Rotem | Rotem Amfert Negev Ltd., included in Phosphate Solutions segment. |
IFA | The International Fertilizers Industry Association, an international association of fertilizers manufacturers. |
ILA | Israel Land |
IMF | International Monetary Fund. |
K | The element potassium, one of the three main plant nutrients. |
KNO3 | Potassium Nitrate, soluble fertilizer containing N&P used as a stand-alone product or as a key component of some water-soluble blends. |
KOH | Potassium hydroxide 50% liquid. |
MGA | Merchant grade phosphoric acid. |
MoEP | Israel Ministry of Environmental Protection. |
N | The element nitrogen, one of the three main plant nutrients. |
NPK | Complex fertilizer comprised primarily of 3 primary nutrients (N,P,K). |
NYSE | The New York Stock Exchange. |
P | The element phosphorus, one of the three main plant nutrients, which is also used as a raw material in industry. |
Phosphate | Phosphate rock that contains the element phosphorus. Its concentration is measured in units of P2O5. |
Polyhalite | A mineral marketed by ICL under the brand name Polysulphate™, composed of potash, sulphur, calcium, and magnesium. Used in its natural form as a fully soluble and natural fertilizer, which is also used for organic agriculture and as a raw material for production of fertilizers. |
Polymer | A chemical compound containing a long chain of repeating units linked by a chemical bond and created by polymerization. |
Potash | Potassium chloride (KCl), used as a plant’s main source of potassium. |
P2O5 | Phosphorus pentoxide. |
P2S5 | Phosphorus pentasulfide. |
REACH | Registration, Evaluation, |
Salt | Unless otherwise specified, sodium chloride (NaCl). |
S | Sulphur – a chemical used for the production of sulfuric acid for sulfate and phosphate fertilizers, and other chemical processes. |
Soluble NPK | Soluble fertilizer containing the three basic elements for plant development (nitrogen, phosphorus and potash). |
Standard | Fertilizer having small particles. |
Tami | Tami (IMI) Research and Development Institute Ltd., the central research institute of ICL. |
TASE | Tel Aviv Stock Exchange, Ltd. |
USDA | United States Department of Agriculture. |
WPA | White Phosphoric Acid, purified from MGA. |
Urea | A white granular or prill solid fertilizer containing 46% nitrogen. |
YTH/YPC | The Chinese partner in the Company’s joint venture YPH in China. |
4D | Clean green phosphoric acid, used as a raw material for purification processes. |
PM | Particular matter |
For the Year Ended December 31, | |||||
2018 | 2017 | 2016 | 2015 | 2014 | |
US$ millions, except for the share data |
For the Year Ended December 31, | |||||
2020 | 2019 | 2018 | 2017 | 2016 | |
US$ millions, except for the share data |
Sales | 5,556 | 5,418 | 5,363 | 5,405 | 6,111 | 5,043 | 5,271 | 5,556 | 5,418 | 5,363 |
Gross profit | 1,854 | 1,672 | 1,660 | 1,803 | 2,196 | 1,490 | 1,817 | 1,854 | 1,672 | 1,660 |
Operating income (loss) | 1,519 | 629 | (3) | 765 | 758 | 202 | 756 | 1,519 | 629 | (3) |
Income (loss) before income taxes | 1,364 | 505 | (117) | 668 | 632 | 49 | 628 | 1,364 | 505 | (117) |
Net income (loss) attributable to the shareholders of the Company | 1,240 | 364 | (122) | 509 | 464 | 11 | 475 | 1,240 | 364 | (122) |
Earnings (loss) per share (in dollars) : | ||||||||||
Earnings (loss) per share (in dollars): | ||||||||||
Basic earnings (loss) per share | 0.97 | 0.29 | (0.10) | 0.40 | 0.37 | 0.01 | 0.37 | 0.97 | 0.29 | (0.10) |
Diluted earnings (loss) per share | 0.97 | 0.29 | (0.10) | 0.40 | 0.37 | 0.01 | 0.37 | 0.97 | 0.29 | (0.10) |
Weighted average number of ordinary shares outstanding: | ||||||||||
Basic (in thousands) | 1,277,209 | 1,276,072 | 1,273,295 | 1,271,624 | 1,270,426 | 1,280,026 | 1,278,950 | 1,277,209 | 1,276,072 | 1,273,295 |
Diluted (in thousands) | 1,279,781 | 1,276,997 | 1,273,295 | 1,272,256 | 1,270,458 | 1,280,273 | 1,282,056 | 1,279,781 | 1,276,997 | 1,273,295 |
Dividends declared per common share (in dollars) | 0.18 | 0.13 | 0.18 | 0.28 | 0.67 | |||||
Dividends declared per share (in dollars) | 0.09 | 0.22 | 0.18 | 0.13 | 0.18 |
As at December 31, | |||||
2018 | 2017 | 2016 | 2015 | 2014 | |
US$ millions |
For the Year Ended December 31, | |||||
2020 | 2019 | 2018 | 2017 | 2016 | |
US$ millions |
Statements of Financial Position Data: | ||||||||||
Total assets | 8,776 | 8,714 | 8,552 | 9,077 | 8,348 | 9,664 | 9,173 | 8,776 | 8,714 | 8,552 |
Total liabilities | 4,861 | 5,784 | 5,893 | 5,889 | 5,348 | 5,576 | 5,112 | 4,861 | 5,784 | 5,893 |
Total equity | 3,915 | 2,930 | 2,659 | 3,188 | 3,000 | 4,088 | 4,061 | 3,915 | 2,930 | 2,659 |
Geological and mining conditions and/or effects of prior mining that may not be fully identified/assessed within the available data or that may differ from those based on experience; |
Assumptions concerning future prices of products, operating costs, updates to the statistical model and geological parameters according to past experience and developing practices in this field, mining technology improvements, development costs and reclamation costs; and |
Assumptions concerning future effects of regulation, including the issuance of required permits and taxes imposed by governmental agencies. |
Difficulties and costs associated with complying with a wide variety of complex laws, treaties and regulations, including the U.S. Foreign Corrupt Practices Act (the “FCPA”), the UK. Bribery Act of 2010 and Section 291A of the Israeli Penal Law; |
The imposition of tariffs, exchange controls, trade barriers, new taxes or tax rates or other restrictions, including the current trade dispute between the US and China. |
Mergers, acquisitions, divestitures or other business combinations; |
Future issuances of ordinary shares or other securities; |
ICL Group Limited 33 Amendments to our Articles of Association, excluding provisions of the Articles of Association that were determined by virtue of the Special State Share; and |
Dividend distribution policy. |
Expiration or termination of licenses and/or concessions; |
General stock market conditions; |
Decisions by governmental entities that affect us; |
Variations in our and our competitors’ results of operations; |
Changes in earnings estimates or recommendations by securities analysts; and |
General market conditions and other factors, including factors unrelated to our operating performance. |
In May 2020, the Company completed the sale of Hagesüd Interspice Gewürzwerke GmbH, including related real-estate assets, to Solina Corporate SAS. The sale's consideration is about $35 million, of which about $9 million represent a contingent consideration. The contingent consideration will be received subject to meeting a specific sales target for a subsequent period of 12 months, ending on June 30, 2021. In February 2020, the Company completed the acquisition of Growers Holdings, Inc., an innovator in the field of process and data-driven farming. For further information see "Item 5 – Operating and Financial Review and Prospects – C. Research and Development, Patents and Licenses, etc. – Research and Development". ICL Group Limited 37 In March 2018, the Company completed the sale transaction of the fire safety and oil additives businesses, for a total consideration of $1,010 million, of which $953 million was in cash and $57 million in the form of a long-term loan to a subsidiary of the buyer. In 2017, the Company completed the sale of its holdings in IDE Technologies Ltd., constituting 50% of IDE’s share capital. |
Access to one of the world’s richest, longest‑life and lowest‑cost sources of potash and bromine (the Dead Sea). |
Unique portfolio of mineral assets. ICL benefits from access to the Dead Sea - one of the world’s richest, longest‑life and lowest‑cost resources of potash and bromine. ICL’s access to these resources is based on an exclusive concession from the State of Israel for extraction of minerals from the Dead Sea. ICL also holds licenses to mine potash and salts from underground mines with vast resources in Spain. ICL is the only global producer of polyhalite, a mineral used as fertilizer and consisting potassium, Sulphur, calcium and magnesium. In addition, ICL has access to phosphate rock in the Negev Desert based on mining licenses from the State of Israel and it holds a license for mining phosphates in China. Access to these assets provides ICL with a consistent, reliable supply of raw materials, allowing for large scale-production and supporting ICL’s integrated value chain of specialty, value added products. |
ICL Group Limited 45 Diversification into higher value‑added specialty products leveraging ICL’s integrated business model. ICL’s integrated production processes are based on a synergistic value chain that allows it to both efficiently convert raw materials into value‑added downstream products and to utilize the by‑products. For example, in phosphates, ICL utilizes its backward integration to produce specialty phosphates used in the food industry and for industrial applications. These businesses benefit from higher growth rates, higher margins and lower volatility compared to commodity phosphates. In addition, as a by‑product of the potash production at the Dead Sea, ICL generates brines with the highest bromine concentration globally. ICL’s bromine‑based products serve various industries such as the electronics, construction, oil and gas and automotive industries. |
Leading positions in markets with high entry barriers. ICL obtains leadership positions in many of the key markets in which it operates. It is the clear leader in the bromine market, with 40% of market capacity, about third of production as well as most of the excess capacity in the market. In the potash market the Dead Sea operations has leading competitive positions and according to CRU, the Dead Sea is among the most competitive potash suppliers to China, India and Brazil. ICL also has the largest market share in specialty phosphates in the combined markets of North America, Europe and Latin America and is the sole producer of Polysulphate®. ICL has leadership positions in additional product lines such as phosphorous-based flame retardants, PK fertilizers in Europe and soluble phosphate‑based fertilizers. |
ICL Group Limited 46 Strong cash generation andclosely monitored capital allocation approach. Continuous focus on cash generation, optimization of the capital expenditures (CAPEX) and working capital as well as the implementation of efficiency measures enabled the Company to generate operating cash flow of $804 million in 2020, a decrease of 19% compared to 2019. Despite the year‑over‑year decline related to COVID-19 and lower commodities prices, these cash flows were used in accordance with the Company’s strict approach in connection with allotment of equity, whereby the Company examines, on an ongoing basis, the work plan and its investments. ICL's capital allocation approach balances between driving its long‑term value creation through investments in its growth, providing a solid dividend yield while aiming to maintain an investment grade rating (at least BBB- by S&P and Fitch). On February 12, 2020, the Company’s Board of Directors resolved to extend the Company's dividend policy of a payout ratio of up to 50% of annual adjusted net income, until further notice. In respect to 2020 adjusted net income, the Company declared total dividends in the amount of $129 million, reflecting a dividend yield rate of approximately 2.7% (based on the average share price for the year). See “Item 8 - Financial Information— A. Consolidated Statements and Other Financial Information— Dividend policy”. |
Sub-business line | Product | Primary Applications | Primary End‑Markets |
Flame retardants | Bromine-, Phosphorus- and magnesium-Based Flame Retardants | Electronics, automotive, building and construction, furniture and textiles | |
Industrial solutions | Elemental Bromine | Chemical reagent | Tire manufacturing, pharmaceuticals and agro |
Phosphorus-Based Industrial Compounds | Fire resistant fluids in turbines & power generation hydraulic systems and | Power plants and agro | |
Organic Bromine Compounds | Insecticides, solvents for chemical synthesis and chemical intermediates | Pharmaceuticals and agro | |
Clear Brines | Oil and gas drillings | Oil and gas | |
Merquel | Mercury emission control | Emission control in coal‑fired power plants | |
Bromine‑Based Biocides | Water treatment and disinfection | Swimming pools, cooling towers, paper plants and oil and gas drillings | |
Specialty minerals | Magnesia Products | Pharma and | |
Calcium Carbonate | Supplementals and pharma | Supplementals and pharma | |
Solid | Deicing, food, oil drilling, pharma | Deicing, sodium replacement, KCl for drugs. multivitamins, oil drilling companies, small industrial niche markets |
The relatively low average cost of potash production at the Dead Sea, |
Logistical advantages due to its geographical location, access to nearby ports in Israel and Europe and relative proximity to its customers, which are reflected in particularly competitive marine and overland shipping costs and delivery times. |
Climate advantages due to the hot and dry climate of the Dead Sea that enable the Company to store, at very low cost, a large quantity of potash in an open area thereby allowing it to constantly produce at Sodom at full capacity, independent of fluctuations in global potash demand. |
A strong, efficient and integrated supply chain with in-house access to high quality raw materials, such as phosphate and potash, which is based on an extensive product portfolio and multi-location production. |
Added value production process technology – custom-made formulations to meet our customers’ unique needs. |
Full product portfolio (one-stop shop). |
ICL’s well-known and leading brands. |
• | MagiK - Creating value from by-products. A new product was developed and marketed from a by-products stream that is created as part of magnesium's production process. |
C. ORGANIZATIONAL STRUCTURE |
Property Type | Location | Size (square feet) | Products | Owned/Leased |
Plant | Mishor Rotem, Israel | 27,094,510 | Phosphate Solutions products | Owned on leased land |
Plant | Mishor Rotem, Israel | 10,763,910 | Industrial Products products | Owned on leased land |
Plant | Neot Hovav, Israel | 9,601,591 | Industrial Products products | Owned on leased land |
Plant | Zin, Israel | 8,484,123 | Phosphate Solutions products | Owned on leased land |
Plant | Kiryat Ata, Israel | 6,888,903 | Innovative Ag Solutions products | Leased |
Plant | Oron, Israel | 4,413,348 (not including phosphate reserve) | Phosphate Solutions products | Owned on leased land |
Plant | Sodom, Israel | 13,099,679 (not including ponds and Magnesium factory) | Potash products | Owned on leased land |
Plant | 4,088,800 | Magnesium products (Potash segment) | Owned on leased land | |
Plant | 2,326,060 | Industrial Products products | Owned on leased land | |
Conveyor belt | 1,970,333 | Transportation facility for Potash | Owned on leased land | |
Pumping station | 920,314 | Pumping station for Potash segment | Owned on leased land | |
Plant | 667,362 | Industrial Products products | Owned on leased land | |
Power plant | 645,856 | Power and steam production for Potash segment | Owned on leased land |
Warehouse and loading facility | Ashdod, Israel | 664,133 | Warehouse for Potash and Phosphate Solutions products | Leased |
Headquarters | Beer Sheva, Israel | 191,598 | Company headquarters | Owned and leased |
Plant | Mishor Rotem, Israel | 430,355 | Phosphate Solutions products | Owned on leased land |
Warehouse and loading facility | Eilat, Israel | 152,557 | Warehouse for Potash and Phosphate Solutions products | Leased |
Headquarters | Tel Aviv, Israel | 21,797 | Company headquarters | Leased |
Plant | Catalonia, Spain | 48,491,416 | Mines, manufacturing facilities and warehouses for Potash | Owned |
Port/warehouse | Catalonia, Spain | 866,407 | Potash and salt products | Owned on leased land |
Plant | Totana, Spain | 2,210,261 | Innovative Ag Solutions products | Owned |
Plant | Cartagena, Spain | 209,853 | Innovative Ag Solutions products | Owned |
Warehouse and loading facility | Cartagena, Spain | 184,342 | Storage for Innovative Ag Solutions products | Leased |
Plant | Jiaxing, China | 828,017 | Industrial Products products | Owned on leased land |
Plant | Shandong, China | 692,045 | Industrial Products products | Owned on leased land |
Plant | Kunming, Yunnan, China | 458,394 | Production Plant of Phosphate Solutions | Owned on leased land |
Plant | Lian Yungang, China | 358,793 | Industrial Products products | Owned on leased land |
Headquarters | Shanghai, China | 8,224 | Company headquarters | Leased |
Plant | Kunming, Yunnan, China | 290,420 | Phosphate Solutions products | Owned on leased land |
Pumping station | Kunming, Yunnan, China | 2,231 | A pumping station for Phosphate Solutions | Owned on leased land |
Peat Moor | Nutberry and Douglas Water, United Kingdom | 17,760,451 | Peat mine -Innovative Ag Solutions | Owned |
Plant | Cleveland, United Kingdom | 13,239,609 | Polysulphate products (Potash segment) | Owned |
Warehouse and loading facility | Cleveland, United Kingdom | 2,357,296 | Polysulphate products (Potash segment) | Leased |
Peat Moor | Creca, United Kingdom | 4,305,564 | Peat mine - Innovative Ag Solutions | Owned |
Plant | Nutberry, United Kingdom | 322,917 | Innovative Ag Solutions products | Owned |
Plant | Daventry, United Kingdom | 81,539 | Innovative Ag solutions products | Owned and leased |
Plant | Terneuzen, the Netherlands | 1,206,527 | Industrial Products products | Owned |
Plant & warehouse | Lawford Heath, Rugby | 45,000 | Innovative Ag solutions products | Leased |
Plant | Heerlen, the Netherlands | 481,802 | Innovative Ag solutions products | Owned and leased |
Plant | Amsterdam, the Netherlands | 349,827 | Phosphate Solutions products and logistics center | Owned on leased land |
European Headquarters | Amsterdam, the Netherlands | 59,055 | European Company headquarters | Leased |
Plant | Gallipolis Ferry, West Virginia, United States | 1,742,400 | Industrial Products products | Owned |
Plant | Lawrence, Kansas, United States | 179,689 | Phosphate Solutions products | Owned |
Plant | Carondelet, Missouri, United States | 172,361 | Phosphate Solutions products | Owned |
Plant | North Charleston, South Carolina, United States | 100,000 | Innovative Ag solutions products | Leased |
Plant | Summerville, South Carolina, United States | 40,000 | Innovative Ag solutions products | Leased |
US headquarters | St. Louis, Missouri, United States | 45,595 | US Company headquarters | Leased |
Plant | Ludwigshafen, Germany | 2,534,319 | Phosphate Solutions products and Infrastructure | Leased |
Plant | Ladenburg, Germany | 1,569,764 | Phosphate Solutions products | Owned |
Plant | Bitterfeld, Germany | 514,031 | Industrial Products products | Owned |
Plant | Cajati, Brazil | 413,959 | Phosphate Solutions products | Owned |
Plant | Sao Jose dos Campos, Brazil | Phosphate plant: 137,573 Blending plant: 80,729 | Phosphate Solutions products | Owned on (free of charge) leased land |
Plant | Belgium | 128,693 | Innovative Ag solutions products | Owned |
Plant | Calais, France | 546,290 | Industrial Products products | Owned |
Plant | Bandırma, Turkey | 375,187 | Phosphate Solutions products | Owned |
Plant | Hartberg, Austria | 692,937 | Phosphate Solutions products | Owned |
Plant | Heatherton, Australia | 64,583 | Phosphate Solutions products | Leased |
Out of Israel | Total | ||||
Year Ended December 31, | $ millions | NIS millions | $ millions |
2018 | 71 | *62 | 133 | 4 | 137 |
2017 | 64 | *68 | 132 | 4 | 136 |
2016 | 58 | - | 58 | 9 | 67 |
2020 | 75 | 257 | 2 | 77 |
2019* | 82 | 295 | 3 | 85 |
2018* | 71 | 255 | 4 | 75 |
Year Ended December 31, | |||
2020 | 2019 | 2018 |
Millions of tonnes produced | 6 | 7 | 8 |
Grade (%P2O5 before/after beneficiation) | 26/32 | 26/32 | 26/32 |
Year Ended December 31, | |||
2018 | 2017 | 2016 |
Millions of metric tonnes produced | 8 | 7 | 9 |
Grade (% P2O5 before/after beneficiation) | 26/32 | 26/32 | 26/32 |
Year Ended December 31, | |||
2018 | 2017 | 2016 | |
thousands of metric tonnes | thousands of metric tonnes | thousands of metric tonnes |
Phosphate Rock | 3,550 | 3,332 | 3,947 |
Green Phosphoric Acid | 560 | 575 | 602 |
Fertilizers | 988 | 957 | 890 |
White Phosphoric Acid | 162 | 148 | 161 |
MKP | 70 | 68 | 47 |
Year Ended December 31, | |||
2020 | 2019 | 2018 | |
thousands of tonnes | thousands of tonnes | thousands of tonnes |
Phosphate Rock | 3,090 | 2,807 | 3,550 |
Green Phosphoric Acid | 544 | 567 | 560 |
Fertilizers | 920 | 1,033 | 988 |
White Phosphoric Acid | 171 | 134 | 162 |
Specialty Fertilizers | 70 | 66 | 70 |
Year Ended December 31, | |||
2020* | 2019 | 2018 |
Sallent | |||
Ore processed (in millions of tonnes) | 1 | 1 | 2 |
Grade (% KCl) | 22% | 23% | 23% |
Suria | |||
Ore processed (in millions of tonnes) | 2 | 3 | 2 |
Grade (% KCl) | 25% | 24% | 25% |
Total | |||
Ore processed (in millions of tonnes) | 3 | 4 | 4 |
Year Ended December 31, | |||
2018 | 2017 | 2016 |
Sallent | |||
Ore processed (in millions of metric tonnes) | 2 | 2 | 2 |
Grade (% KCl) | 23% | 23% | 23% |
Suria | |||
Ore processed (in millions of metric tonnes) | 2 | 2 | 2 |
Grade (% KCl) | 25% | 24% | 26% |
Total | |||
Ore processed (in millions of metric tonnes) | 4 | 4 | 4 |
Year Ended December 31, | |||
2018* | 2017 | 2016 |
Potash Ore (millions of metric tonnes) | 1 | 1 | 2 |
Grade (% KCl) | 35% | 36% | 36% |
Grade (% insoluble) | 9% | 11% | 11% |
Year Ended December 31, | |||
2018 | 2017 | 2016 |
Year Ended December 31, | |||
2020 | 2019 | 2018 |
Polyhalite Ore (millions of | 0.7 | 0.6 | 0.4 |
Year Ended December 31, | |||
2020 | 2019 | 2018 |
Millions of tonnes produced | 2.4 | 2.15 | 2.15 |
Grade (%P2O5 before/after beneficiation) | 20.99/28.69 | 20.7/28.98 | 20.7/28.98 |
Year Ended December 31, | |||
2018 | 2017 | 2016 |
Millions of metric tonnes produced | 2.15 | 1.95 | 2.20 |
Grade (% P2O5 before/after beneficiation) | 20.7/28.98 | 21.3/29.6 | 20.4/29.2 |
Year Ended December 31, | |||
2020 | 2019 | 2018 | |
thousands of tonnes | thousands of tonnes | thousands of tonnes |
Phosphate Rock * | 2,044 | 1,946 | 1,725 |
Green Phosphoric Acid | 632 | 637 | 635 |
Fertilizers | 584 | 516 | 584 |
White Phosphoric Acid (TG) | 71 | 64 | 65 |
Specialty Fertilizers | 55 | 46 | 48 |
Year Ended December 31, | |||
2018 | 2017 | 2016 | |
thousands of metric tonnes | thousands of metric tonnes | thousands of metric tonnes |
Phosphate Rock | 1,725 | 1,545 | 1,798 |
Green Phosphoric Acid | 635 | 572 | 617 |
Fertilizers | 621 | 335 | 790 |
White Phosphoric Acid (TG) | 65 | 61 | 37 |
1. | Rotem Field (including the Hatrurim Field) – valid up to the end of 2021; |
2. | Zafir Field (Oron‑Zin) – valid up to the end of 2021; |
Proven (measured) reserves. Reserves for which (1) quantity is computed from information received from explorations, channels, wells and drillings; grade and/or quality are computed from the results of detailed sampling and (2) the sites for inspection, sampling and measurement are spaced so closely to each other so that the geologic character is well defined so the size, shape, depth and mineral content of reserves can be reliably determined. |
Probable (indicated) reserves. Reserves for which quantity and grade and/or quality are computed from information similar to that used for proven (measured) reserves, but the sites for survey, sampling, and measurement are further apart or are otherwise less efficiently spaced. The degree of assurance, although lower than that for proven (measured) reserves, is high enough to assume continuity between points of observation. |
Category | White Phosphate | Low Organic Phosphate | High Organic Phosphate | Bituminous Phosphate | Recoverable Reserves | Average Grade | ||||||
(millions of | (%P2O5) |
Rotem | Proven | - | 10 | - | - | 10 | 26% | Proven | - | 9 | - | 9 | 26% | |
Zin | Proven | - | 16 | 15 | 3 | 34 | 25% | Proven | - | 12 | 15 | 3 | 30 | 25% |
Oron | Proven | 14 | 4 | - | - | 18 | 23% | Proven | 10 | 3.5 | - | 13.5 | 23% | |
Total (Proven) (1) | 14 | 30 | 15 | 3 | 62 | 10 | 25 | 15 | 3 | 53 |
(1) | Amounts may not add up due to rounding. |
Mine | Reserve Category | Millions of tonnes | Average Grade (% KCl) |
Cabanasses | Proven | 28 | 26% |
Probable | 60 | 27% | |
Total Proven and Probable | 88 | 27% | |
Vilafruns | Proven | - | 0% |
Probable | - | 0% | |
Total Proven and Probable | - | 0% | |
Total(1) | Proven and Probable | 88 | 27% |
Category | Low Organic Phosphate | Average Grade | |
(millions of | (% P2O5) |
Block 1 | Proven | 3 | 21% | Proven | 2 | 21% |
Block 2 | Proven | 5 | 21% | Proven | 5 | 21% |
Block 3 | Proven | 30 | 22% | Proven | 28 | 22% |
Block 4 | Proven | 17 | 22% | Proven | 16 | 22% |
Total (Proven) | 55 | 51 |
Year Ended December 31, | $ millions | NIS millions |
2020 | 346 | 1,192 |
2019 | 425 | 1,514 |
2018 | 416 | 1,495 |
Average prices | 2020 | 2019 | VS 2019 |
Granular potash - Brazil | CFR spot ($ per tonne) | 238 | 330 | (28%) |
Granular potash - Northwest Europe | CIF spot/contract (€ per tonne) | 244 | 285 | (14%) |
Standard potash -Southeast Asia | CFR spot ($ per tonne) | 245 | 294 | (17%) |
Potash imports |
To Brazil | million tonnes | 11.0 | 10.2 | 7.8% |
To China | million tonnes | 8.7 | 9.1 | (4%) |
To India | million tonnes | 4.1 | 4.1 | - |
$ per tonne | 1-12/2018 | 1-12/2017 | % vs 2017 |
DAP (Bulk CFR India Spot) | 423 | 363 | 17% |
TSP (Granular Bulk FOB Morocco Spot) | 338 | 277 | 22% |
MAP (Granular Bulk CFR Brazil Spot) | 438 | 369 | 19% |
Phosphate Rock (68-72% BPL) (FOB Morocco Contract) | 91 | 90 | 1% |
$ per tonne | 2020 | 2019 | VS 2019 |
DAP | CFR India Spot | 331 | 361 | (8)% |
TSP | CFR Brazil Spot | 251 | 311 | (19)% |
SSP | CPT Brazil inland 18-20% P2O5 Spot | 177 | 224 | (21)% |
Sulphur | Bulk FOB Adnoc monthly contract | 60 | 88 | (32)% |
For the Year Ended December 31, | |||
2020 | 2019 | 2018 | |
US$ millions |
Operating income | 202 | 756 | 1,519 |
Capital gain (1) | - | - | (841) |
Impairment of assets, provision for site closure and restoration costs (2) | 229 | (3) | 37 |
Provision for early retirement (3) | 78 | - | 7 |
Provision for legal proceedings (4) | - | 7 | 31 |
Total adjustments to operating income | 307 | 4 | (766) |
Adjusted operating income | 509 | 760 | 753 |
Net income attributable to the shareholders of the Company | 11 | 475 | 1,240 |
Total adjustments to operating income | 307 | 4 | (766) |
Adjustments to finance expenses (5) | - | - | 10 |
Total tax impact of the above operating income | (60) | - | (7) |
Total adjusted net income - shareholders of the Company | 258 | 479 | 477 |
For the Year Ended December 31, | |||||
2018 | 2017 | 2016 | 2015 | 2014 | |
US$ millions |
(1) | Capital gain relating to sale of businesses and gain from consolidation and deconsolidation of businesses in 2018, capital gain from the sale of the Fire Safety and Oil Additives (P2S5) businesses. |
(2) | Impairment in value, write down of assets, reversal of impairment loss, provision for prior periods waste removal, provision for assets retirement obligation (ARO) and site restoration and closure costs. In 2018, write-off of Rovita’s assets following its divestment, write-off of an intangible asset regarding a specific R&D project related to ICL’s phosphate-based products and an increase of the provision for the closure and restoration of Sallent site. In 2019, due to an agreement for the sale of assets, a partial reversal of impairment loss related to assets in Germany, which was incurred in 2015, an increase of the provision for the removal of prior periods waste in bromine production facilities in Israel and an increase of the provision for the closure and restoration of Sallent site. In 2020, an impairment and write-off of certain assets in Israel (Rotem Amfert Israel), related to continued low phosphate prices and the discontinuation of the unprofitable production and sale of the phosphate rock activity, which also resulted in an increase in the provision for assets retirement obligation (ARO) as well as an increase in facilities restoration costs. Also reflects an impairment of assets and an increase in the provision for the closure and restoration of Sallent site (Vilafruns) in Spain (ICL Iberia). See also – Notes 12 and 18 to our Audited Financial Statements. |
(3) | Provision for early retirement and dismissal of employees in accordance with the Company’s comprehensive global efficiency plan in its production facilities throughout the group. In 2018, provision relating to the Company’s facility in the United Kingdom (ICL Boulby) due to the transition to sole production of Polysulphate®. In 2020, an increase in the provision related to the headcount reduction plan, which was implemented as part of the Company’s efficiency initiatives and measures, primarily through an early retirement plan for the Israeli production facilities (Rotem Amfert Israel, Bromine Compounds and Dead Sea Magnesium). See also – Note 16 to our Audited Financial Statements. |
(4) | Provision for legal proceedings. In 2018, an increase of a provision in connection with the royalties’ arbitration in Israel relating to prior periods, partly offset by a VAT refund related to prior periods in Brazil (2002-2015). In 2019, an increase of the provision in connection with the finalization of the royalties’ arbitration in Israel relating to prior periods, partly offset by a decrease in the provision relating to legal claim in Spain. See also – Note 18 to our Audited Financial Statements. |
(5) | Interest and linkage expenses. In 2018, increase of provision related to the royalties’ arbitration in Israel. |
Operating income (loss) | 1,519 | 629 | (3) | 765 | 758 |
Impact of employee strike (1) | - | - | - | 248 | 17 |
Capital (gain) loss (2) | (841) | (54) | 1 | (215) | (36) |
Impairment of assets (3) | 19 | 32 | 489 | 90 | 71 |
Provision for early retirement and dismissal of employees (4) | 7 | 20 | 39 | 48 | - |
Provision for legal claims (5) | 31 | 25 | 5 | 38 | 149 |
Provision for historical waste removal and site closure costs (6) | 18 | - | 51 | 20 | - |
Other | - | - | - | - | 1 |
Total adjustments to operating income (loss) | (766) | 23 | 585 | 229 | 202 |
Adjusted operating income | 753 | 652 | 582 | 994 | 960 |
Net income (loss) attributable to the shareholders of the Company | 1,240 | 364 | (122) | 509 | 464 |
Total adjustments to operating income (loss) | (766) | 23 | 585 | 229 | 202 |
Adjustments to finance expenses (7) | 10 | - | 38 | - | 31 |
Total tax impact of the above operating income & finance expenses adjustments | (7) | (4) | (81) | (58) | (64) |
Tax assessment and deferred tax adjustments (8) | - | 6 | 36 | 19 | 62 |
Adjustments attributable to the non-controlling interests | - | - | (5) | - | - |
Total adjusted net income - shareholders of the Company | 477 | 389 | 451 | 699 | 695 |
For the Years Ended December 31, | % Increase (Decrease) | ||
2020 | 2019 | ||
$ millions | $ millions |
Sales | 5,043 | 5,271 | (4)% |
Cost of sales | 3,553 | 3,454 | 3% |
Gross profit | 1,490 | 1,817 | (18)% |
Selling, transport and marketing expenses | 766 | 767 | (0)% |
General and administrative expenses | 232 | 254 | (9)% |
Research and development expenses | 54 | 50 | 8% |
Other expenses | 256 | 30 | 753% |
Other income | (20) | (40) | (50)% |
Operating income | 202 | 756 | (73)% |
Finance expenses, net | 158 | 129 | 22% |
Share in earnings of equity-accounted investees | 5 | 1 | 400% |
Income before income taxes | 49 | 628 | (92)% |
Provision for income taxes | 25 | 147 | (83)% |
Net income | 24 | 481 | (95)% |
Net income attributable to the shareholders of the Company | 11 | 475 | (98)% |
Earnings per share attributable to the shareholders of the Company: | |||
Basic earnings per share (in dollars) | 0.01 | 0.37 | (97)% |
Diluted earnings per share (in dollars) | 0.01 | 0.37 | (97)% |
For the Years Ended December 31, | % Increase (Decrease) | ||
2018 | 2017 | ||
$ millions | $ millions |
Sales | 5,556 | 5,418 | 3% |
Cost of sales | 3,702 | 3,746 | (1)% |
Gross profit | 1,854 | 1,672 | 11% |
Selling, transport and marketing expenses | 798 | 746 | 7% |
General and administrative expenses | 257 | 261 | (2)% |
Research and development expenses | 55 | 55 | - |
Other expenses | 84 | 90 | (7)% |
Other income | (859) | (109) | 688% |
Operating income | 1,519 | 629 | 141% |
Finance expenses, net | 158 | 124 | 27% |
Share in earnings of equity-accounted investees | 3 | - | - |
Income before income taxes | 1,364 | 505 | 170% |
Provision for income taxes | 129 | 158 | (18)% |
Net income | 1,235 | 347 | 256% |
Net income attributable to the shareholders of the Company | 1,240 | 364 | 241% |
Earnings per share attributable to the shareholders of the Company: | |||
Basic earnings per share (in dollars) | 0.97 | 0.29 | 235% |
Diluted earnings per share (in dollars) | 0.97 | 0.29 | 235% |
Sales | Expenses | Operating income | ||
$ millions |
YTD 2017 figures | 5,418 | (4,789) | 629 | |
Total adjustments YTD 2017 * | - | 23 | 23 | |
Adjusted YTD 2017 figures | 5,418 | (4,766) | 652 | |
Divested businesses 2017 | (343) | 221 | (122) | |
Adjusted YTD 2017 figures (excluding divested businesses) | 5,075 | (4,545) | 530 | |
Quantity | (87) | 77 | (10) | |
Price | 419 | - | 419 | |
Exchange rate | 99 | (93) | 6 | |
Raw materials | - | (88) | (88) | |
Energy | - | (2) | (2) | |
Transportation | - | (41) | (41) | |
Operating and other expenses | - | (64) | (64) | |
Adjusted YTD 2018 figures (excluding divested businesses) | 5,506 | (4,756) | 750 | |
Divested businesses 2018 | 50 | (47) | 3 | |
Adjusted YTD 2018 figures | 5,556 | (4,803) | 753 | |
Total adjustments YTD 2018 * | - | 766 | 766 | |
YTD 2018 figures | 5,556 | (4,037) | 1,519 |
YTD 2019 figures | 5,271 | (4,515) | 756 | |
Total adjustments YTD 2019* | - | 4 | 4 | |
Adjusted YTD 2019 figures | 5,271 | (4,511) | 760 | |
Quantity | 117 | (47) | 70 | |
Price | (376) | - | (376) | |
Exchange rates | 31 | (51) | (20) | |
Raw materials | - | 87 | 87 | |
Energy | - | (1) | (1) | |
Transportation | - | 17 | 17 | |
Operating and other expenses | - | (28) | (28) | |
Adjusted YTD 2020 figures | 5,043 | (4,534) | 509 | |
Total adjustments YTD 2020* | - | (307) | (307) | |
YTD 2020 figures | 5,043 | (4,841) | 202 |
- | Sales – |
- | Cost of sales – The cost of sales increased by $99 million compared to 2019. The increase was primarily related to an increase in the sales volumes of potash, most of ICL phosphate specialties products, phosphate fertilizers, specialty agriculture products and phosphorus‑based flame retardants (see 'quantity' above), coupled with the effect of exchange rates fluctuations, mainly from the appreciation of the average exchange rate of the Israeli shekel and the euro against the dollar, which increased operational costs (see ‘Exchange rate’ above), as well as higher operating costs, mainly due to costs related to the COVID-19 pandemic and lower potash production in Spain (see 'Operating and other expenses' above). |
- | Selling and marketing – |
- | General and administrative – |
- | Research and Development – Research and development expenses increased by $4 million compared to 2019, mainly due to the acquisition of Growers Holdings Inc., as part of the Company's goal to further expand and accelerate its digital platform. |
- | Other |
Year Ended December 31, | ||
2020 | 2019 | |
$ millions | $ millions |
Europe | 1,822 | 1,885 |
Asia | 1,432 | 1,423 |
North America | 859 | 910 |
South America | 517 | 668 |
Rest of the world | 413 | 385 |
Total | 5,043 | 5,271 |
Year Ended December 31, | ||
2018 | 2017 | |
$ millions | $ millions |
Europe | 1,970 | 1,918 |
Asia | 1,488 | 1,342 |
North America | 978 | 1,175 |
South America | 712 | 666 |
Rest of the world | 408 | 317 |
Total | 5,556 | 5,418 |
2018 | 2017 | |
$ millions | $ millions |
Total Sales | 1,296 | 1,193 |
Sales to external customers | 1,281 | 1,179 |
Sales to internal customers | 15 | 14 |
Segment profit | 350 | 303 |
Depreciation and Amortization | 63 | 61 |
Capital expenditures | 50 | 49 |
2020 | 2019 | |
$ millions | $ millions |
Segment Sales | 1,255 | 1,318 |
Sales to external customers | 1,242 | 1,307 |
Sales to internal customers | 13 | 11 |
Segment Profit | 303 | 338 |
Depreciation and amortization | 77 | 67 |
Capital expenditures* | 84 | 74 |
Year Ended December 31, | ||
2020 | 2019 | |
$ millions | $ millions |
Europe | 458 | 469 |
Asia | 405 | 399 |
North America | 296 | 351 |
South America | 40 | 55 |
Rest of the world | 43 | 33 |
Total | 1,242 | 1,307 |
Year Ended December 31, | ||
2018 | 2017 | |
$ millions | $ millions |
Europe | 473 | 456 |
Asia | 399 | 351 |
North America | 347 | 327 |
South America | 21 | 18 |
Rest of the world | 41 | 27 |
Total | 1,281 | 1,179 |
Sales | Expenses | Operating income | ||
$ millions |
YTD 2017 figures | 1,193 | (890) | 303 | |||||
YTD 2019 figures | 1,318 | (980) | 338 | |||||
Quantity | 22 | (19) | 3 | (73) | 33 | (40) | ||
Price | 70 | - | 70 | 4 | - | 4 | ||
Exchange rate | 11 | (11) | - | |||||
Exchange rates | 6 | (12) | (6) | |||||
Raw materials | - | (13) | - | (2) | (2) | |||
Energy | - | (2) | - | 2 | 2 | |||
Transportation | - | 1 | - | (2) | (2) | |||
Operating and other expenses | - | (12) | - | 9 | 9 | |||
YTD 2018 figures | 1,296 | (946) | 350 | |||||
YTD 2020 figures | 1,255 | (952) | 303 |
- | Quantity – |
- | Price – |
- | Exchange rate – The unfavorable impact on the segment’s operating income was primarily related to the appreciation of the average |
- |
Operating and other expenses – |
2018 | 2017 | |
$ millions | $ millions |
Total sales | 1,623 | 1,383 |
Potash sales to external customers | 1,280 | 1,119 |
Potash sales to internal customers | 79 | 71 |
Other and eliminations* | 264 | 193 |
Gross profit | 696 | 539 |
Segment profit | 393 | 282 |
Depreciation and Amortization | 141 | 128 |
Capital expenditures | 356 | 270 |
Average realized price (in $)** | 278 | 236 |
2020 | 2019 | |
$ millions | $ millions |
Segment Sales | 1,346 | 1,494 |
Potash sales to external customers | 979 | 1,081 |
Potash sales to internal customers | 95 | 100 |
Other and eliminations* | 272 | 313 |
Gross Profit | 472 | 643 |
Segment Profit | 120 | 289 |
Depreciation and amortization | 166 | 149 |
Capital expenditures** | 296 | 478 |
Average realized price (in $)*** | 230 | 286 |
Year Ended December 31, | ||
2020 | 2019 | |
$ millions | $ millions |
Asia | 431 | 469 |
Europe | 354 | 357 |
South America | 230 | 327 |
North America | 86 | 93 |
Rest of the world | 82 | 84 |
Total | 1,183 | 1,330 |
Year Ended December 31, | ||
2018 | 2017 | |
$ millions | $ millions |
Asia | 518 | 432 |
South America | 406 | 347 |
Europe | 396 | 327 |
North America | 107 | 116 |
Rest of the world | 54 | 36 |
Total | 1,481 | 1,258 |
Sales | Expenses | Operating income | ||
$ millions | $ millions | $ millions |
YTD 2019 figures | 1,494 | (1,205) | 289 | |
Quantity | 110 | (8) | 102 | |
Price | (263) | - | (263) | |
Exchange rates | 5 | (14) | (9) | |
Energy | - | (1) | (1) | |
Transportation | - | 15 | 15 | |
Operating and other expenses | - | (13) | (13) | |
YTD 2020 figures | 1,346 | (1,226) | 120 |
YTD 2017 figures | 1,383 | (1,101) | 282 | |
Quantity | 21 | (25) | (4) | |
Price | 197 | - | 197 | |
Exchange rate | 22 | (27) | (5) | |
Energy | - | (3) | (3) | |
Transportation | - | (32) | (32) | |
Operating and other expenses | - | (42) | (42) | |
YTD 2018 figures | 1,623 | (1,230) | 393 |
- | Quantity – The positive impact on the |
- | Price – The negative impact on the segment’s |
- |
- | Transportation – The positive impact on the segment’s |
- |
Operating and other expenses – |
Thousands of Tonnes |
Production | 4,880 | 4,773 | 4,527 | 4,159 |
Total sales (including internal sales) | 4,895 | 5,039 | 4,666 | 4,130 |
Closing inventory | 385 | 400 | 275 | 414 |
− | Production – Potash production in 2020 was 368 thousand tonnes higher than in the corresponding period last year. Annual record high production at ICL Dead Sea was partially offset by lower production in ICL Iberia, mainly due to operational challenges related to COVID-19 and the closure of Sallent site. |
− |
2018 | 2017 | |
$ millions | $ millions |
Total Sales | 2,099 | 2,037 |
Sales to external customers | 2,001 | 1,938 |
Sales to internal customers | 98 | 99 |
Segment profit | 208 | 149 |
Depreciation and Amortization | 172 | 172 |
Capital expenditures | 180 | 154 |
2020 | 2019 | |
$ millions | $ millions |
Segment Sales | 1,948 | 1,980 |
Sales to external customers | 1,871 | 1,901 |
Sales to internal customers | 77 | 79 |
Segment Profit | 66 | 100 |
Depreciation and amortization | 210 | 177 |
Capital expenditures* | 275 | 326 |
Year Ended December 31, | ||
2018 | 2017 | |
$ millions | $ millions |
Europe | 696 | 730 |
Asia | 465 | 457 |
North America | 405 | 368 |
South America | 264 | 274 |
Rest of the world | 171 | 109 |
Total | 2,001 | 1,938 |
Year Ended December 31, | ||
2020 | 2019 | |
$ millions | $ millions |
Europe | 651 | 698 |
Asia | 468 | 437 |
North America | 371 | 370 |
South America | 227 | 263 |
Rest of the world | 154 | 133 |
Total | 1,871 | 1,901 |
Sales | Expenses | Operating income | ||
$ millions |
YTD 2017 figures | 2,037 | (1,888) | 149 | |
Divested businesses 2017 | (32) | 36 | 4 | |
YTD 2017 figures (excluding divested businesses) | 2,005 | (1,852) | 153 | |
Quantity | (108) | 98 | (10) | |
Price | 142 | - | 142 | |
Exchange rate | 44 | (33) | 11 | |
Raw materials | - | (62) | (62) | |
Energy | - | 1 | 1 | |
Transportation | - | (10) | (10) | |
Operating and other expenses | - | (14) | (14) | |
YTD 2018 figures (excluding divested businesses) | 2,083 | (1,872) | 211 | |
Divested businesses 2018 | 16 | (19) | (3) | |
YTD 2018 figures | 2,099 | (1,891) | 208 |
YTD 2019 figures | 1,980 | (1,880) | 100 | |
Quantity | 63 | (56) | 7 | |
Price | (110) | - | (110) | |
Exchange rates | 15 | (14) | 1 | |
Raw materials | - | 70 | 70 | |
Energy | - | (2) | (2) | |
Transportation | - | 3 | 3 | |
Operating and other expenses | - | (3) | (3) | |
YTD 2020 figures | 1,948 | (1,882) | 66 |
- |
- |
- | Exchange rate – |
- | Raw materials – |
Phosphate rock | ||
Production | 5,006 | 4,877 |
Green phosphoric acid | ||
Used for production of phosphate commodities | 552 | 451 |
Used for production of phosphate specialties | 305 | 281 |
Other | 17 | 28 |
Phosphate fertilizers | ||
Production | 2,304 | 2,094 |
Sales* | 2,269 | 2,291 |
Pure phosphoric acid | ||
Production | 289 | 275 |
2020 | 2019 | |
$ millions | $ millions |
2018 | 2017 | |
$ millions | $ millions |
Total Sales | 741 | 692 |
Sales to external customers | 719 | 671 |
Sales to internal customers | 22 | 21 |
Segment profit | 57 | 56 |
Depreciation and Amortization | 19 | 19 |
Capital expenditures | 15 | 12 |
Segment Sales | 731 | 717 |
Sales to external customers | 715 | 699 |
Sales to internal customers | 16 | 18 |
Segment Profit | 40 | 21 |
Depreciation and amortization | 25 | 21 |
Capital expenditures* | 20 | 30 |
Year Ended December 31, | ||
2020 | 2019 | |
$ millions | $ millions |
Year Ended December 31, | ||
2018 | 2017 | |
$ millions | $ millions |
Europe | 359 | 324 | 332 | 332 |
Asia | 105 | 99 | 126 | 118 |
North America | 97 | 87 | 103 | 95 |
South America | 21 | 22 | 21 | 23 |
Rest of the world | 137 | 139 | 133 | 131 |
Total | 719 | 671 | 715 | 699 |
Sales | Expenses | Operating income | ||
$ millions |
YTD 2017 figures | 692 | (636) | 56 | |
Quantity | 17 | (13) | 4 | |
Price | 13 | - | 13 | |
Exchange rate | 19 | (17) | 2 | |
Raw materials | - | (14) | (14) | |
Energy | - | - | - | |
Transportation | - | - | - | |
Operating and other expenses | - | (4) | (4) | |
YTD 2018 figures | 741 | (684) | 57 |
YTD 2019 figures | 717 | (696) | 21 | |
Quantity | 15 | (11) | 4 | |
Price | (8) | - | (8) | |
Exchange rates | 7 | (6) | 1 | |
Raw materials | - | 19 | 19 | |
Energy | - | - | - | |
Transportation | - | - | - | |
Operating and other expenses | - | 3 | 3 | |
YTD 2020 figures | 731 | (691) | 40 |
- | Quantity – |
- | Price – The negative impact on the segment's operating income was primarily related to a decrease in the selling prices of specialty agriculture products, mainly liquid fertilizers. |
- | Exchange rate – 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. |
- | Raw materials – The positive impact on the segment's |
For the Years Ended December 31, | % Increase (Decrease) | ||
2017 | 2016 | ||
$ millions | $ millions | sales |
Sales | 5,418 | 5,363 | 1% |
Cost of sales | 3,746 | 3,703 | 1% |
Gross profit | 1,672 | 1,660 | 1% |
Selling, transport and marketing expenses | 746 | 722 | 3% |
General and administrative expenses | 261 | 321 | (19)% |
Research and development expenses | 55 | 73 | (25)% |
Other expenses | 90 | 618 | (85)% |
Other income | (109) | (71) | 54% |
Operating income (loss) | 629 | (3) | - |
Finance expenses, net | 124 | 132 | (6)% |
Share in earnings of equity-accounted investees | - | 18 | - |
Income (loss) before income taxes | 505 | (117) | - |
Provision for income taxes | 158 | 55 | 187% |
Net income (loss) | 347 | (172) | - |
Net income (loss) attributable to the shareholders of the Company | 364 | (122) | - |
Earnings (losses) per share attributable to the shareholders of the Company: | |||
Basic earnings (losses) per share (in dollars) | 0.29 | (0.10) | - |
Diluted earnings (losses) per share (in dollars) | 0.29 | (0.10) | - |
YTD 2016 figures | 5,363 | (5,366) | (3) | |
Total adjustments YTD 2016* | - | 585 | 585 | |
Adjusted YTD 2016 figures | 5,363 | (4,781) | 582 | |
Quantity | 52 | (1) | 51 | |
Price | (6) | - | (6) | |
Exchange rate | 9 | (56) | (47) | |
Raw materials | - | 25 | 25 | |
Energy | - | (21) | (21) | |
Transportation | - | (12) | (12) | |
Operating and other expenses | - | 80 | 80 | |
Adjusted YTD 2017 figures | 5,418 | (4,766) | 652 | |
Total adjustments YTD 2017* | - | (23) | (23) | |
YTD 2017 figures | 5,418 | (4,789) | 629 |
Year Ended December 31, | ||
2017 | 2016 | |
$ millions | $ millions |
Europe | 1,918 | 1,863 |
Asia | 1,342 | 1,275 |
North America | 1,175 | 1,141 |
South America | 666 | 588 |
Rest of the world | 317 | 496 |
Total | 5,418 | 5,363 |
2017 | 2016 | |
$ millions | $ millions |
Total Sales | 1,193 | 1,120 |
Sales to external customers | 1,179 | 1,111 |
Sales to internal customers | 14 | 9 |
Segment profit | 303 | 286 |
Depreciation and Amortization | 61 | 52 |
Capital expenditures | 49 | 38 |
Year Ended December 31, | ||
2017 | 2016 | |
$ millions | $ millions |
Europe | 456 | 424 |
Asia | 351 | 301 |
North America | 327 | 330 |
South America | 18 | 24 |
Rest of the world | 27 | 32 |
Total | 1,179 | 1,111 |
YTD 2016 figures | 1,120 | (834) | 286 | |
Quantity | 57 | (21) | 36 | |
Price | 12 | - | 12 | |
Exchange rate | 4 | (16) | (12) | |
Raw materials | (1) | (1) | ||
Energy | (2) | (2) | ||
Transportation | (1) | (1) | ||
Operating and other expenses | (15) | (15) | ||
YTD 2017 figures | 1,193 | (890) | 303 |
2017 | 2016 | |
$ millions | $ millions |
Total sales | 1,383 | 1,338 |
Potash sales to external customers | 1,119 | 1,085 |
Potash sales to internal customers | 71 | 80 |
Other and eliminations* | 193 | 173 |
Gross profit | 539 | 499 |
Segment profit | 282 | 282 |
Depreciation and Amortization | 128 | 127 |
Capital expenditures | 270 | 311 |
Average realized price (in $)** | 236 | 226 |
Year Ended December 31, | ||
2017 | 2016 | |
$ millions | $ millions |
Asia | 432 | 395 |
South America | 347 | 267 |
Europe | 327 | 354 |
North America | 116 | 93 |
Rest of the world | 36 | 104 |
Total | 1,258 | 1,213 |
YTD 2016 figures | 1,338 | (1,056) | 282 | |
Quantity | 1 | 9 | 10 | |
Price | 41 | - | 41 | |
Exchange rate | 3 | (14) | (11) | |
Energy | (11) | (11) | ||
Transportation | (28) | (28) | ||
Operating and other expenses | (1) | (1) | ||
YTD 2017 figures | 1,383 | (1,101) | 282 |
Production | 4,773 | 5,279 |
Total sales (including internal sales) | 5,039 | 5,165 |
Closing inventory | 400 | 666 |
2017 | 2016 | |
$ millions | $ millions |
Total Sales | 2,037 | 2,186 |
Sales to external customers | 1,938 | 2,082 |
Sales to internal customers | 99 | 104 |
Segment profit | 149 | 224 |
Depreciation and Amortization | 172 | 203 |
Capital expenditures | 154 | 237 |
Year Ended December 31, | ||
2017 | 2016 | |
$ millions | $ millions |
Europe | 730 | 697 |
Asia | 457 | 501 |
North America | 368 | 379 |
South America | 274 | 276 |
Rest of the world | 109 | 229 |
Total | 1,938 | 2,082 |
YTD 2016 figures | 2,186 | (1,962) | 224 | |
Quantity | (109) | 73 | (36) | |
Price | (46) | - | (46) | |
Exchange rate | 6 | (33) | (27) | |
Raw materials | 15 | 15 | ||
Energy | (8) | (8) | ||
Transportation | 16 | 16 | ||
Operating and other expenses | 11 | 11 | ||
YTD 2017 figures | 2,037 | (1,888) | 149 |
Phosphate rock | ||
Production | 4,877 | 5,744 |
Green phosphoric acid | ||
Used for production of phosphate commodities | 451 | 645 |
Used for production of phosphate specialties | 281 | 261 |
Other | 28 | 28 |
Phosphate fertilizers | ||
Production | 2,094 | 2,725 |
Sales* | 2,291 | 2,645 |
Pure phosphoric acid | ||
Production | 275 | 266 |
2017 | 2016 | |
$ millions | $ millions |
Total Sales | 692 | 661 |
Sales to external customers | 671 | 632 |
Sales to internal customers | 21 | 29 |
Segment profit | 56 | 55 |
Depreciation and Amortization | 19 | 17 |
Capital expenditures | 12 | 7 |
Year Ended December 31, | ||
2017 | 2016 | |
$ millions | $ millions |
Europe | 324 | 314 |
Asia | 99 | 72 |
North America | 87 | 100 |
South America | 22 | 19 |
Rest of the world | 139 | 127 |
Total | 671 | 632 |
YTD 2016 figures | 661 | (606) | 55 | |
Quantity | 46 | (39) | 7 | |
Price | (12) | - | (12) | |
Exchange rate | (3) | 1 | (2) | |
Raw materials | 12 | 12 | ||
Energy | - | - | ||
Transportation | - | - | ||
Operating and other expenses | (4) | (4) | ||
YTD 2017 figures | 692 | (636) | 56 |
Year Ended December 31, | |||
2018 | 2017 | 2016 | |
$ millions | $ millions | $ millions |
Net cash provided by operating activities | 620 | 847 | 966 |
Net cash provided by (used in) investing activities | 331 | (333) | (800) |
Net cash used in financing activities | (894) | (511) | (239) |
Year Ended December 31, | ||
2020 | 2019 | |
$ millions | $ millions |
Net cash provided by operating activities | 804 | 992 |
Net cash used in investing activities | (583) | (525) |
Net cash used in financing activities | (105) | (490) |
Issuer | European bank (1) | Group of twelve international banks (2) | European bank (3) |
Date of the credit facility | March 2014 | March 2015 | December 2016 |
Date of credit facility termination | March 2019 | March 2023 | May 2025 |
The amount of the credit facility | USD 35 million Euro 100 million | USD 1,200 million | USD 100 million |
Credit facility has been utilized | Euro 40 million | USD 200 million | USD 70 million |
Interest rate | Up to 33% use of the credit: Libor/Euribor + 0.90%. From 33% to 66% use of the credit: Libor/Euribor + 1.15% 66% or more use of the credit: Libor/Euribor + 1.40% | Up to 33% use of the credit: Libor/Euribor + 0.70%. From 33% to 66% use of the credit: Libor/Euribor + 0.80% 66% or more use of the credit: Libor/Euribor + 0.95% | Libor + 0.45% + spread |
Loan currency type | USD and Euro loans | USD and Euro loans | USD loans |
Pledges and restrictions | Financial covenants - see Section D, a cross-default mechanism and a negative pledge. | Financial covenants - see Section D, a cross-default mechanism and a negative pledge. | Financial covenants - see Section D and a negative pledge. |
Non-utilization fee | 0.32% | 0.21% | 0.30% |
Instrument type | Loan date | Original principal (millions) | Currency | Carrying amount ($ millions) | Interest rate | Principal repayment date | Additional information |
Loan-Israeli institutions | November 2013 | 300 | Israeli Shekel | 67 | 4.74% (1) | 2015-2024 (annual installment) | Partially prepaid |
Debentures (private offering) – 3 series | January 2014 | 84 145 46 | U.S Dollar | 84 144 46 | 4.55% 5.16% 5.31% | January 2021 January 2024 January 2026 | |
Loan-international institutions | July 2014 | 27 | Euro | 25 | 2.33% | 2019-2024 | Partially prepaid |
Debentures - Series D | December 2014 | 800 | U.S Dollar | 182 | 4.50% | December 2024 | (2) |
Loan - European Bank | December 2014 | 161 | Brazilian Real | 19 | CDI+1.35% | 2015-2021 (Semiannual installment) | |
Debentures - Series E | April 2016 | 1,569 | Israeli Shekel | 416 | 2.45% | 2021- 2024 (annual installment) | |
Loan - others | April - October, 2016 | 600 | Chinese Yuan Renminbi | 29 | 5.23% | 2019 | (3) |
Loan - Asian Banks | June - October, 2018 | 600 | Chinese Yuan Renminbi | 87 | 4.79% - 5.44% | 2019 | |
Loan - Asian Bank | April 2018 | 400 | Chinese Yuan Renminbi | 58 | CNH Hibor + 0.50% | 2019 | |
Debentures - Series F | May 2018 | 600 | U.S Dollar | 596 | 6.38% | May 2038 | (4) |
Loan - European Bank | December 2018 | 70 | U.S Dollar | 70 | Libor + 0.66% | December 2021 |
Magnesia-based products: development of formulations to fulfill unmet needs in the markets such as eliminating aluminum salt in deodorants, for example, CareMag D, which is already in the market with one leading international company and another in the process of being launched. This product won the bronze medal for innovation in the last In‑Cosmetics International conference, or zinc oxide replacement in several consumer products. |
Continued diversification of product portfolio for meat substitutes. In this context, ICL further developed and intensified its ROVITARIS® alternative protein technology R&D resources in three areas: a new continuous process to produce vegan protein fibers was developed and will be implemented in a dedicated plant in the US in 2021. This product is suited for tender, white meat imitations for chicken and fish replacements; the emulsion technology was successfully transitioned from vegetarian to vegan to emulate hotdogs, cold cuts, etc. The award-winning technology for ROVITARIS® textured proteins was further improved in terms of quality to drive global roll-out outside the US. |
Fyrol® - a brand name for a range of phosphorus-containing flame retardants targeting flexible and rigid polyurethane foam applications. |
Joha® - a global trademark for dairy specialties, which specializes in emulsifying salts for processed cheese. |
Merquel® - a line of inorganic brominated salts which can be used to control mercury emissions from coal power plants. |
Osmocote® - a leading brand in the area of controlled released fertilizers which uses innovative technologies and is used globally by container nursery stocks, pot- plant growers and more. |
Peters® - a brand of water soluble fertilizers, specifically designed for bedding-, pot- and container nursery plants. |
Tari® - a brand in the meat industry as well as in the artisan business which focuses on the production and processing of meat products with functional additives, spices and flavors. |
D. TREND INFORMATION |
Credit from banks and others (not including current maturities) | 556 | 556 | - | - | - |
Trade payables | 715 | 715 | - | - | - |
Other payables | 330 | 330 | - | - | - |
Operating lease obligations | 359 | 50 | 45 | 103 | 161 |
Purchase obligations(1) | 3,033 | 646 | 192 | 606 | 1,589 |
Employee Benefits | 526 | 25 | 80 | 126 | 295 |
Long-term debt and debentures | 2,855 | 152 | 453 | 1,084 | 1,166 |
Total | 8,374 | 2,474 | 770 | 1,919 | 3,211 |
Financial liabilities – derivative instruments utilized for economic hedging | |||||
Foreign currency and interest derivative instruments | 16 | 16 | - | - | - |
Derivative instruments on energy and marine transport | 5 | 4 | 1 | - | - |
21 | 20 | 1 | - | - |
Grant for Year | Offerrees | Grant Date | Type of Equity(2) | Dates of Organs' Approvals | Grant Value (ILS) per Director | Grant Amount per Director | Expiration Date & Vesting Schedule |
2020 | Each of our directors who serve from time to time (excluding the Chairman of the Board & office holders of Israel Corp.) | 23.4.2020 | Restricted Shares | HR & Comp. Committee 3.11.19 & Board – 4.3.20 Shareholders (Annual GM) – 23.4.20 | 310,000 | 25,389 | Vesting: 3 equal tranches, upon 12, 24 and 36 months from 1.1.2020 (and from 16.1.20 for Mrs. Ozer-Armon) |
2020 | Mr. Yoav Doppelt, Executive Chairman of the Board | 1.7.2019 | Options | HR & Comp. Committee & Board – 15.4.19 Shareholders (Extraordinary GM) – 29.5.19 | 3 million | 2,168,675 | Expiration Date: 30.6.2024 Vesting: one-half of the Options vesting upon the lapse of 24 months from Grant Date and one-half upon the lapse of 36 months from the Grant Date |
Grant for Year | Offerrees | Allocation Date | Type of Equity(2) | Dates of Organs' Approvals | Grant Value (ILS) | Grant Amount | Exceptions & Comments | |
2018 | each of our directors who serve from time to time (excluding the Chairman of the Board) | 10.1.2018 | restricted shares | HR & Comp. Committee – 27.11.17 Board – 5.12.17 Shareholders (Annual GM) – 10.1.18 | 310,000 | 22,080 | 1. | Our former board members, Messrs. Geoffery Merszei and Yaacov Dior, whose term of office ended on February 13 and 26, respectively, were entitled to 2,057 and 2,843 Restricted Shares, reflecting their entitlement to the relative portion of the 2018 Grant. |
2. | Dr. Miriam Haran, whose term of office ended in August 2018, was allocated 14,793 restricted shares. | |||||||
3. | Dr. Nadav Kaplan was allocated 5,930 restricted shares on August 20, 2018. | |||||||
4. | Mr. Yoav Doppelt was allocated 758 restricted shares on December 12, 2018. | |||||||
5. | Messrs. Kaufman, Paz and Kabla waived in advance their entitlement to the equity compensation per 2018. | |||||||
2019 | each of our directors who serve from time to time (excluding the Chairman of the Board & Office Holders of IC) | 1.1.2019 | restricted shares | HR & Comp. Committee & Board – 19.6.18 Shareholders (Annual GM) – 20.8.18 | 310,000 | 14,623 |
(1) | The Equity awards are made pursuant to the Company’s Equity Compensation Plan (2014), as amended in June 2016. |
(2) | The shares are subject to restriction pursuant to Section 15C of the Securities Law. |
Details of the Recipient | Payments for services | |||||||
Name | Position | Scope of position | Holding in equity | Base Salary(1) | Compensation (2) | Bonus(3) | Equity based compensation (4) | Total |
US$ thousands | ||||||||
Raviv Zoller (5) | President & CEO since May 14, 2018 | 100% | * | 420 | 1,035 | 523(6) | 433 | 1,991 |
Johanan Locker (7) | Executive Chairman of the Board of Directors | 90% | * | 534 | 750 | 492 | 544 | 1,786 |
Charles Weidhas(9) | Chief Executive Officer, Industrial Products (COO) as of July 2016 | 100% | * | 379 | 855 | 350 | 466 | 1,671 |
Asher Grinbaum (10) | Acting CEO, ICL, between September 2016 to May 14, 2018 | 100% | * | 172 | 477 | 909(11) | 27 | 1,413 |
Kobi Altman(12) | Chief Financial Officer (CFO) as of April 2015 | 100% | * | 391 | 523 | 367 | 467 | 1,357 |
Details of the Recipient | Payments for services | ||||||
Name | Position | Scope of position | Base Salary(1) | Compensation(2) | Bonus (STI)(3) | Equity based compensation (LTI)(4) | Total |
US$ thousands | |||||||
Raviv Zoller(5) | President & Chief Executive Officer | 100% | 672 | 997 | 636 | 1,738 | 3,371 |
Kobi Altman(6) | Chief Financial Officer | 100% | 390 | 534 | 349 | 486 | 1,369 |
Ofer Lifshitz(7) | President of Phosphate Solutions Division | 100% | 338 | 486 | 295 | 428 | 1,209 |
Anat Tal-Ktalav (8) | President of Industrial Products Division | 100% | 276 | 404 | 264 | 428 | 1,096 |
Yoav Doppelt(9) | Executive Chairman of the Board of Directors | - | - | - | - | 1,041 | 1,041 |
(1) | The annual base salary for the officers in the above table Management Voluntary Reduction. |
(2) | The salary items (compensation) |
(3) | The |
(4) | The expense |
(5) | Mr. Zoller’s terms of employment, |
(6) |
Mr. |
(7) | Mr. Lifshitz’s employment agreement provides that: (a) Mr. Lifshitz’s base salary may be updated twice a year according to the rise in the Consumer Price Index in the months that passed since the previous update. Mr. Lifshitz’s monthly base salary, as of December 31, 2020, was approximately NIS 102,060 (approximately $31,700), however, during the six-month period of May-October 2020, Mr. Lifshitz's base salary was reduced by 10% in view of the Management Voluntary Reduction; (b) the employment agreement is for an unlimited period and may be terminated by either party at any time by advance written notice; (c) Mr. Lifshitz is entitled to an advance notice period of 3 months; and (d) Mr. Lifshitz is entitled to all benefits customary in the Company, such as regular provisions for pension and severance, disability fund, Company car. |
(8) | Mrs. Tal-Ktalav’s employment agreement provides that: (a) Mrs. Tal-Ktalav base salary may be updated twice a year according to the rise in the Consumer Price Index in the months that passed since the previous update. Mrs. Tal-Ktalav monthly base salary, as of December 31, 2020, was approximately NIS 83,100 (approximately $25,800). however, during the six-month period of May-October 2020, Mrs. Tal-Ktalav's base salary was reduced by 10% in view of the Management Voluntary Reduction; (b) the employment agreement is for an unlimited period and may be terminated by either party at any time by advance written notice; (c) Mrs. Tal-Ktalav is entitled to an advance notice period of 6 months; and (d) Mrs. Tal-Ktalav is entitled to all benefits customary in the Company, such as regular provisions for pension and severance, disability fund, Company car and gross up. |
(9) | Mr. Yoav Doppelt compensation terms, as approved by our authorized organs, include: (a) LTI in the form of stock options only, at the value of NIS 9 million (approximately $2.8 million) for the years 2019-2021 (NIS 3 million (approximately $933,100) per vesting annum); (b) In the event of termination of Mr. Doppelt's term of office as Executive Chairman of the Board his LTI grants will continue to vest for a period of 12 months following the termination. |
Year of grant | Approval dates | Offeree | Allocation date | Quantity of option warrants | Quantity of restricted shares | NIS exercise price (subject to adjustments) | Quantity of valid option warrants as at February 20, 2019 | Weighted economic value of each option warrant (4) | Fair value of restricted shares | Exercise price of option warrants | Share price | Quantity of option warrants expired as at February 20, 2019 | Notes |
On date immediately preceding allocation (NIS) | as at February 20, 2019 (NIS) | ||||||||||||
2014 | Raviv Zoller | NA | |||||||||||
Johanan Locker | NA | ||||||||||||
Charles Weidhas | September 27, 2014 | 95,129 | 22,250 | 28.71 | 63,418 | 6.57 | 28.09 | 25.289 | 20.2 | 31,711 | Exercise price of the option warrants is 25.2% higher than the share price on February 20, 2019; hence the option warrants are “out of the money”. | ||
Asher Grinbaum(1) | September 27, 2014 | 95,129 | 22,250 | 28.71 | 63,418 | 6.57 | 28.09 | 25.289 | 20.2 | 31,711 | |||
Kobi Altman | NA | ||||||||||||
2015 | Compensation Committee and Board: May 10 and 12, 2015, respectively | Raviv Zoller | NA | Exercise price of the option warrants is 27.8% higher than the share price on February 20, 2019; hence the option warrants are “out of the money”. | |||||||||
Johanan Locker | NA | ||||||||||||
Charles Weidhas | July 8, 2015 | 137,363 | 23,200 | 27.76 | 45,787 | 4.55 | 26.94 | 25.829 | 20.2 | 91,576 | |||
Asher Grinbaum(1) | July 8, 2015 | 137,363 | 23,200 | 27.76 | 45,787 | 4.55 | 26.94 | 25.829 | 20.2 | 91,576 | |||
Kobi Altman | July 8, 2015 | 137,363 | 82,591(2) | 27.76 | 45,787 | 4.55 | 26.94 | 25.829 | 20.2 | 91,576 |
Year of grant | Approval dates | Offeree | Allocation date | Quantity of option warrants | Quantity of restricted shares | NIS exercise price (subject to adjustments) | Quantity of valid option warrants as at February 20, 2019 | Weighted economic value of each option warrant (4) | Fair value of restricted shares | Exercise price of option warrants | Share price | Quantity of option warrants expired as at February 20, 2019 | Notes |
On eve of allocation (NIS) | as at February 20, 2019 (NIS) | ||||||||||||
2016 | Compensation Committee and Board: May 16 and 17, 2016, respectively. Respecting Mr. Locker, general meeting approval: August 29, 2016 | Raviv Zoller | NA | Exercise price of the option warrants is 22.8% lower respecting Mr. Locker, 19.6% lower respecting Mr. Grinbaum and 22.2% lower respecting all others, than the share price on February 20, 2019, hence the option warrants are "in the money". | |||||||||
Johanan Locker | August 29, 2016 | 186,335 | 55,215 | 17.05 | 186,335 | 4.19 | 15.42 | 15.595 | 20.2 | - | |||
Charles Weidhas | June 30, 2016 | 133,747 | 39,632 | 17.05 | 133,747 | 4.83 | 16.3 | 15.716 | 20.2 | - | |||
Asher Grinbaum(1) | February 14, 2017 | 114,065 | 37,592 | 17.22 | 114,065 | 5.83 | 17.69 | 16.233 | 20.2 | - | |||
Kobi Altman | June 30, 2016 | 145,549 | 43,129 | 17.05 | 85,549(5) | 4.83 | 16.3 | 15.716 | 20.2 | - | |||
2017 | Compensation Committee and Board: June 19 and 20, 2017, respectively. Respecting Mr. Locker, general meeting approval: August 2, 2017 | Raviv Zoller | NA | Exercise price of the option warrants is 22% lower respecting Mr. Locker and 28.5% lower respecting all others, than the share price on February 20, 2019, hence the option warrants are "in the money". | |||||||||
Johanan Locker | August 2, 2017 | 164,916 | 52,910 | 16.49 | 164,916 | 5.46 | 17.01 | 15.744 | 20.2 | - | |||
Charles Weidhas | June 20, 2017 | 128,627 | 42,089 | 15.31 | 128,627 | 5.17 | 15.8 | 14.448 | 20.2 | - | |||
Asher Grinbaum(1) (3) | June 20, 2017 | 128,627 | 42,089 | 15.31 | 128,627 | 5.17 | 15.8 | 14.448 | 20.2 | - | |||
Kobi Altman | June 20, 2017 | 128,627 | 42,089 | 15.31 | 128,627 | 5.17 | 15.8 | 14.448 | 20.2 | - |
Year of grant | Approval dates | Offeree | Allocation date | Quantity of option warrants | Quantity of restricted shares | NIS exercise price (subject to adjustments) | Quantity of valid option warrants as at February 20, 2019 | Weighted economic value of each option warrant (4) | Fair value of restricted shares | Exercise price of option warrants | Share price | Quantity of option warrants expired as at February 20, 2019 | Notes |
On eve of allocation (NIS) | as at February 20, 2019 (NIS) | ||||||||||||
2018 | Comp Com & BoD - February 22 and 25, 2018, respectively, general meeting April 24, 2018 | Raviv Zoller | May 14, 2018 | 384,615 | 120,919 | 15.76 | 384,615 | 5.19 | 16.54 | 15.389 | 20.2 | - | Exercise price of the option warrants is 23.8% lower respecting Mr. Zoller, 12.5% lower respecting Mr. Locker and 29.7% lower respecting all others, than the share price on February 20, 2019; hence the option warrants are “in of the money”. |
Comp Com & BoD - June 19, 2018, general meeting August 20, 2018 | Johanan Locker | August 20, 2018(6) | 402,685 | 47,244 | 18.06 | 402,685 | 5.96 | 19.05 | 17.679 | 20.2 | - | ||
Comp Com & BoD – March 5 and 6, 2018, respectively | Charles Weidhas | March 6, 2018 | 140,000 | 43,894 | 14.52 | 140,000 | 4.75 | 15.15 | 14.205 | 20.2 | - | ||
NA | Asher Grinbaum(1) (3) | NA | |||||||||||
Comp Com & BoD – March 5 and 6, 2018, respectively | Kobi Altman | March 6, 2018 | 140,000 | 43,894 | 14.52 | 140,000 | 4.75 | 15.15 | 14.205 | 20.2 | - |
The Articles of Association of the Company and its Israeli subsidiaries include provisions that permit exemption, indemnification and insurance of the liability of officers, all in accordance with the provisions of the |
Number of meetings in reported year | Average Attendance | Number of meetings in reported year | Average Attendance | |
General Board Meetings | 16 | 97% | ||
Board of Directors | 22 | 96% | ||
Audit & Accounting Committee | 13 | 91% | 11 | 97% |
HR & Compensation Committee | 6 | 100% | ||
Financing Committee | 4 | 100% | 2 | 100% |
Operations Committee | 4 | 92% | 2 | 100% |
Compensation Committee | 11 | 100% | ||
Environment Committee | 4 | 94% | ||
Environment, Safety and Public Affairs Committee | 3 | 100% |
2020 | 2019 | 2018 |
Phosphate Solutions | 5,259 | 5,533 | 6,274 | 4,601 | 4,867 | 4,923 |
Potash | 2,855 | 3,109 | 3,196 | 2,491 | 2,541 | 2,524 |
Industrial Products | 1,675 | 1,697 | 1,710 | |||
Industrial Product | 1,654 | 948 | 927 | |||
Innovative Ag Solutions | 1,182 | 1,163 | 1,081 | 994 | 1,651 | 1,606 |
Global functions and headquarters | 1,154 | 1,158 | 1,253 | 1,092 | 1,083 | 1,062 |
Sub Total | 10,832 | 11,090 | 11,042 | |||
Temporary employees | 912 | 1,027 | 1,083 | |||
Total employees | 12,125 | 12,660 | 13,514 | 11,744 | 12,117 | 12,125 |
2020 | 2019 | 2018 |
Israel | 4,672 | 4,673 | 4,861 | 4,401 | 4,507 | 4,431 |
China | 2,467 | 2,413 | 2,816 | 2,048 | 2,064 | 2,068 |
Spain | 1,179 | 1,281 | 1,294 | 868 | 892 | 901 |
USA | 716 | 720 | 707 | |||
Germany | 860 | 1,012 | 1,157 | 697 | 858 | 856 |
UK | 659 | 836 | 827 | 670 | 658 | 644 |
USA | 728 | 817 | 895 | |||
Netherlands | 627 | 626 | 639 | 584 | 584 | 539 |
Brazil | 276 | 280 | 264 | 259 | 262 | 255 |
France | 125 | 125 | 127 | 117 | 119 | 118 |
Other | 532 | 597 | 634 | |||
All other | 472 | 426 | 523 | |||
Sub Total | 10,832 | 11,090 | 11,042 | |||
Temporary employees | 912 | 1,027 | 1,083 | |||
Total employees | 12,125 | 12,660 | 13,514 | 11,744 | 12,117 | 12,125 |
ICL Group Limited 186 | ||||||
August 6, 2014 | Officers and senior employees | 922 | 3 equal tranches: (1) One third on December 1, 2016 (2) One third on December 1, 2017 (3) One third on December 1, 2018 | An issuance for no consideration, under the 2014 Equity Compensation Plan, to 450 ICL officers and senior employees in Israel and overseas. | The value of the restricted shares was determined according to the closing price on the TASE on the most recent trading day preceding the grant date (the date approval of the BOD and/or the date of the approval of the General Meeting where required). | 8.4 |
December 11, 2014 | Former CEO | 86 | An issuance for no consideration, under the 2014 Equity Compensation Plan. | |||
February 26, 2015 | ICL’s Directors (excluding ICL's CEO) | 99 | 3 tranches: (1) 50% will vest August 28, 2015 (2) 25% will vest February 26, 2017 (3) 25% will vest February 26, 2018 | An issuance for no consideration, under the 2014 Equity Compensation Plan, to 11 ICL Directors. | 0.7 | |
May 12, 2015 | Officers and senior employees | 1,194 | 3 equal tranches: (1) one third at the end of 12 months after the grant date (2) one third at the end of 24 months after the grant date (3) one third at the end of 36 months after the grant date | An issuance for no consideration, under the 2014 Equity Compensation Plan, to 550 ICL officers and senior employees in Israel and overseas. | 9.7 | |
June 29, 2015 | Former CEO | 90 | An issuance for no consideration, under the 2014 Equity Compensation Plan. | |||
Former Chairman of the BOD | 68 | |||||
December 23, 2015 | ICL’s Directors (excluding ICL's CEO & Chairman of the BOD) | 121 | 3 equal tranches: (1) One third on December 23, 2016 (2) One third on December 23, 2017 (3) One third on December 23, 2018 | An issuance for no consideration, under the 2014 Equity Compensation Plan, to 8 ICL Directors. | 0.5 |
June 30, 2016 | Officers and senior employees | 990 | 3 equal tranches: (1) one third at the end of 12 months after the grant date (2) one third at the end of 24 months after the grant date (3) one third at the end of 36 months after the grant date | An issuance for no consideration, under the 2014 Equity Compensation Plan, to 90 ICL officers and senior employees in Israel and overseas. | The value of the restricted shares was determined according to the closing price on the TASE on the most recent trading day preceding the grant date (the date approval of the BOD and/or the date of the approval of the General Meeting where required). | 4.8 |
September 5, 2016 | Chairman of the BOD | 55 | An issuance for no consideration, under the 2014 Equity Compensation Plan. | |||
Former CEO | 185 | |||||
January 3, 2017 | ICL’s Directors (excluding ICL's Chairman of the BOD) | 146 | An issuance for no consideration, under the 2014 Equity Compensation Plan, to 8 ICL Directors. The value includes a reduction of 5% from the value of the equity compensation, pursuant to the decision of the directors in March 2016, to reduce their annual compensation for 2016 and 2017. | 0.6 | ||
February 14, 2017 | Former CEO | 38 | An issuance for no consideration, under the 2014 Equity Compensation Plan. | 0.2 | ||
June 20, 2017 | Officers and Senior employees | 2,211 | An issuance for no consideration, under the 2014 Equity Compensation Plan, to 494 ICL officers and senior employees in Israel and overseas. | 10 | ||
August 2, 2017 | Chairman of BOD | 53 | An issuance for no consideration, under the 2014 Equity Compensation Plan. | 0.3 | ||
January 10, 2018 | ICL’s Directors (excluding ICL's CEO & Chairman of the BOD) | 137 | An issuance for no consideration, under the 2014 Equity Compensation Plan, to 7 ICL Directors. | 0.6 |
March 6, 2018 | Officers and senior employees | 1,726 | 3 equal tranches: (1) one third at the end of 12 months after the grant date (2) one third at the end of 24 months after the grant date (3) one third at the end of 36 months after the grant date | An issuance for no consideration, under the 2014 Equity Compensation Plan (as amended). | The value of the restricted shares was determined according to the closing price on the TASE on the most recent trading day preceding the grant date (the date approval of the BOD and/or the date of the approval of the General Meeting where required). | 8 |
May 14, 2018 | CEO | 121 | 0.6 | |||
August 20, 2018 | Chairman of BOD | 47 | 0.2 | |||
ICL’s Directors (excluding ICL's CEO & Chairman of the BOD) | 88 | Acceleration at January 2019. | 0.4 |
Ordinary Shares Beneficially Owned(1) | Special State Share | |||
Shareholders | Number | % | Number | % |
Israel Corporation Ltd.(2) | 587,178,761 | 45.86%** | - | 587,178,758 | 45.85%** | - | - | |
State of Israel(3) | - | - | 1 | 100% | - | - | 1 | 100% |
Johanan Locker | 155,369 | * | - | |||||
Yoav Doppelt | 10,254 | * | - | - | ||||
Avisar Paz | - | * | - | 8,463 | * | - | - | |
Aviad Kaufman | - | * | - | - | * | - | - | |
Sagi Kabla | - | * | - | - | * | - | - | |
Ovadia Eli | 79,199 | * | - | 77,913 | * | - | - | |
Nadav Kaplan | 20,553 | * | - | 13,337 | * | - | - | |
Lior Reitblatt | 95,553 | * | - | 40,292 | * | - | - | |
Reem Aminoach | 36,703 | * | - | 40,292 | * | - | - | |
Ruth Ralbag | 36,703 | * | - | 40,292 | * | - | - | |
Yoav Doppelt | 15,381 | * | - | |||||
Tzipi Ozer Armon | 8,111 | * | - | - | ||||
Raviv Zoller | 120,919 | * | - | 337,023 | * | - | - | |
Kobi Altman | 211,703 | * | - | 1,028,851 | * | - | - | |
Lilach Geva Harel | - | * | - | 422,535 | * | - | - | |
Ilana Fahima | - | * | - | 422,535 | * | - | - | |
Rani Lobenstein | 30,190 | * | - | |||||
Charles Weidhas | 171,065 | * | - | |||||
Ofer Lifshitz | 131,108 | * | - | |||||
Eli Glazer | 163,979 | * | - | |||||
Noam Goldstein | 55,327 | * | - | |||||
Anat Tal-Ktalav | 55,327 | * | - | |||||
Amir Meshulam | 20,793 | * | - | |||||
Eli Amon(8) | 555,272 | * | - | - | ||||
Nitzan Moshe(9) | 136,512 | * | - | - | ||||
Ofer Lifshitz(10) | 1,012,115 | * | - | - | ||||
Anantha Desikan(11) | 435,613 | * | - | - | ||||
Noam Goldstein(12) | 765,855 | * | - | - | ||||
Anat Tal-Ktalav(13) | 858,546 | * | - | - | ||||
Amir Meshulam(14) | 231,163 | * | - | - | ||||
Miri Mishor(15) | 296,747 | * | - | - |
(1) | The percentages shown are based on 1,280,751,147 ordinary shares issued and outstanding as of February 28, 2021 (after excluding shares held by us or our subsidiaries). In accordance with SEC rules, beneficial ownership includes voting or investment power with respect to securities and includes the shares issuable pursuant to options that are exercisable within 60 days of the date of February 28, 2021. Shares issuable pursuant to options are deemed outstanding for computing the percentage of the person holding such options but are not considered outstanding for computing the percentage of any other person. |
(2) | Israel Corp. is a public company listed for trading on the Tel Aviv Stock Exchange (TASE). Based on the information provided by Israel Corp., Millenium Investments Elad Ltd. (“Millenium”) and Mr. Idan Ofer are considered as joint controlling shareholders of Israel Corp., for purposes of the Israeli Securities Law (each of Millenium and Mr. Idan Ofer hold shares in Israel Corp. directly, and Mr. Idan Ofer serves as a director of Millenium and has an indirect interest in it as the beneficiary of the discretionary trust that has indirect control of Millenium, as detailed below). Millenium holds approximately 46.94% of the share capital in Israel Corp., which holds as at December 31, 2020 approx. 45.85% of the voting rights and issued share capital of the Company. Millenium is held by Mashat Investments Ltd. (“Mashat”) and by XT Investments Ltd. (“XT Investments”), with 80% and 20% holding rates in the issued share capital, respectively (It is noted that Mashat granted XT Investments a power of attorney for a fixed period (which is extendable) to vote according to XT's discretion at General Meetings of Millenium in respect of shares constituting 5% of the voting rights in Millenium). Mashat is wholly owned by Ansonia Holdings Singapore B.V. (“Ansonia”) which is incorporated in the Netherlands. Ansonia is a wholly owned subsidiary of Jelany Corporation N.V. (registered in Curaçao), which is a wholly owned subsidiary of the Liberian company, Court Investments Ltd. (“Court”). Court is wholly owned by a discretionary trust, in which Mr. Idan Ofer is the beneficiary. XT Investments is fully held by XT Holdings Ltd. (“XT Holdings”), a private company whose ordinary shares are held in equal shares by Orona Investments Ltd. (which is indirectly controlled by Mr. Ehud Angel) and by Lynav Holdings Ltd., a company that is controlled by a discretionary trust in which Mr. Idan Ofer is the beneficiary. Mr. Ehud Angel holds, among other things, a special share that grants him, inter alia, under certain limitations and for certain issues, an additional vote on the Board of Directors of XT Holdings. In addition, Kirby Enterprises Inc., which is indirectly held by the same trust that holds Mashat, in which, as stated, Mr. Idan Ofer is the beneficiary, holds approximately 0.74% of the share capital of Israel Corp. Furthermore, Mr. Idan Ofer holds directly approximately 3.85% of the share capital of Israel Corp. |
(3) | For a description of the different voting rights held by the holder of the Special State Share, see “Item 10 - Additional Information— B. Memorandum, Articles of Association and Special State Share — The Special State Share.” |
(4) | Includes 80,613 ordinary shares and 256,410 ordinary shares subject to options that are currently exercisable or will be exercisable within 60 days of the date of the table. |
(5) | Includes 112,703 ordinary shares and 916,148 ordinary shares subject to options that are currently exercisable or will be exercisable within 60 days of the date of the table. |
(6) | Includes 422,535 ordinary shares subject to options that are currently exercisable or will be exercisable within 60 days of the date of the table. |
(7) | Includes 422,535 ordinary shares subject to options that are currently exercisable or will be exercisable within 60 days of the date of the table. |
(8) | Includes 55,018 ordinary shares and 500,254 ordinary shares subject to options that are currently exercisable or will be exercisable within 60 days of the date of the table. |
(9) | Includes 28,536 ordinary shares and 107,976 ordinary shares subject to options that are currently exercisable or will be exercisable within 60 days of the date of the table. |
(10) | Includes 110,605 ordinary shares and 901,510 ordinary shares subject to options that are currently exercisable or will be exercisable within 60 days of the date of the table. |
(11) | Includes 55,970 ordinary shares and 379,643 ordinary shares subject to options that are currently exercisable or will be exercisable within 60 days of the date of the table. |
(12) | Includes 51,900 ordinary shares and 713,955 ordinary shares subject to options that are currently exercisable or will be exercisable within 60 days of the date of the table. |
(13) | Includes 87,310 ordinary shares and 771,236 ordinary shares subject to options that are currently exercisable or will be exercisable within 60 days of the date of the table. |
(14) | Includes 19,123 ordinary shares and 212,040 ordinary shares subject to options that are currently exercisable or will be exercisable within 60 days of the date of the table. |
(15) | Includes 41,937 ordinary shares and 254,810 ordinary shares subject to options that are currently exercisable or will be exercisable within 60 days of the date of the table. |
Mergers or other business combinations; |
Certain future issuances of ordinary shares or other securities; and |
Amendments to our Articles of Association, excluding provisions of the Articles of Association that were determined by the Special State Share. |
For the year ended December 31 | |||
2018 | 2017 | 2016 | |
$ millions | $ millions | $ millions |
Sales | 5 | 8 | 35 |
Cost of sales | 19 | 97 | 113 |
Selling, transport and marketing expenses | 7 | 8 | 7 |
Financing expenses (income), net | 3 | (9) | - |
General and administrative expenses | 1 | 1 | 1 |
Management fees to the parent company | 1 | 1 | 1 |
For the year ended December 31 | |||
2020 | 2019 | 2018 | |
$ millions | $ millions | $ millions |
Sales | 3 | 4 | 5 |
Cost of sales | 3 | 8 | 19 |
Selling, transport and marketing expenses | 7 | 10 | 7 |
Financing expenses (income), net | (1) | (1) | 3 |
General and administrative expenses | 1 | 1 | 1 |
Management fees to the parent company | 1 | 1 | 1 |
As at December 31 | ||
2020 | 2019 | |
$ millions | $ millions |
Other current assets | 35 | 27 |
Other current liabilities | 2 | 2 |
As at December 31 | ||
2018 | 2017 | |
$ millions | $ millions |
Other current assets | 28 | 38 |
Other current liabilities | 7 | 191 |
A. | CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION |
1. |
On January 10, 2018, an application for certification of a derivative action was filed by a shareholder of Oil Refineries Ltd. (“Bazan”) with the Tel Aviv-Yafo District Court, against former and current board members of Bazan, OPC Energy Ltd. OPC Rotem Ltd., OPC Hadera Ltd. and the Company, (hereinafter, jointly: the “Additional Companies”), and against Israel Corporation Ltd., Mr. Idan Ofer and Mr. Ehud Angel (the “Application”). |
On January 18, 2018 the Company has been served an application filed by a shareholder (the "Applicant") with the Tel Aviv District Court, seeking the Court’s approval to file suit on behalf of the Company as a derivative action against three current and former officeholders of its subsidiary, Dead Sea Works (“DSW”) (hereinafter: the “Application”). |
1. | According to the announcement issued by the Company on May 10, 2017, ICL Europe Coöperatief U.A. (“ICL Europe”), a subsidiary of the Company, filed a Notice of Arbitration against the Federal Democratic Republic of Ethiopia ("Ethiopia") under the Agreement of Encouragement and Reciprocal Protection of Investments between the Ethiopia and the Kingdom of the Netherlands ("the Ethiopia- Netherlands BIT"). A three-member arbitration tribunal ("Tribunal") was constituted under the Arbitration Rules of the United Nations Commission on International Trade Law ("UNCITRAL Rules") to hear the case, which is being administered by the Permanent Court of Arbitration located in The Hague, the Netherlands. Following ICL Europe's filing of Notice of Arbitration on May 10, 2017 and Ethiopia's response thereto on June 12, 2017, ICL Europe submitted to the Tribunal on June 19, 2018, its Statement of Claim seeking compensation in the amount of $181 million plus interest for damage its claims as a result of Ethiopia's coercive, arbitrary, discriminatory and unlawful conduct, culminating in the imposition without legal basis of a purported tax on ICL Europe's indirectly owned Ethiopian company, Allana Potash Afar Plc, and Ethiopia's violation of multiple provisions of the Ethiopia- Netherlands BIT, including the requirements to accord fair and equitable treatment to ICL Europe's investment, to provide full protection and security to ICL Europe's investment and not to expropriate unlawfully ICL Europe's investment. Ethiopia submitted to the Tribunal on October 19, 2018, |
2. | In August 2019, the Company's subsidiaries: Rotem Amfert Negev Ltd., Dead Sea Works Ltd. and Bromine Compounds Ltd. (the “Applicants”) filed an application to join the Petition (the "Application") that was filed by the Manufacturers Association of Israel with the Be’er Sheva District Court in May 2019 (the “Petition”), on behalf of its members' operations in the Ashdod Port in Israel, including the Applicants, against the decision to approve a plan for the construction of a residential area in proximity to the Ashdod Port and facilities thereof (the "Plan"). The Company's Application was denied by the Court, however, on November 10, 2019, the Court rendered its ruling whereby it accepted the Petition and cancelled the decision to approve the Plan. On December 23, 2019 the Ashdod Municipality and the Ashdod Local Planning and Building Committee have appealed to the Supreme Court (the "Appeal"). On November 29, 2020, the parties to the Appeal reached a settlement agreement by which the district court's ruling will be revoked, the Plan will take effect and the Land Authority undertakes not to market some of the plots in the Plan (those near the port) for residential purposes. The Land Authority has kept the option for planning change of those plots and in such case the parties reserve all rights and claims in respect to such planning change. On the same day the Supreme Court gave effect of a judgment to the settlement agreement entered by the parties. |
◾ | To preserve the character of the Company and its subsidiaries ICL Dead Sea, ICL Rotem, Dead Sea Bromine Company, Bromine Compounds and Tami as Israeli companies whose centers of business and management are in Israel. In our estimation, this condition is met. |
◾ | To monitor the control over minerals and natural resources, for purposes of their efficient development and utilization, including maximum utilization in Israel of the results of investments, research and development. |
◾ | To prevent acquisition of a position of influence in the Company or the foregoing Israeli subsidiaries by hostile entities or entities likely to harm the foreign and security interests of the State of Israel. |
◾ | To prevent acquisition of a position of influence in the Company or the foregoing Israeli subsidiaries or management of such companies, whereby such acquisition or management may create a situation of significant conflicts of interest likely to harm any of the vital interests enumerated above. |
certain financial institutions; |
persons holding ordinary shares as part of a “straddle” or integrated transaction or persons entering into a constructive sale with respect to the ordinary shares; |
tax exempt entities, “individual retirement accounts” or “Roth IRAs": Persons who acquired our ordinary shares pursuant to the exercise of an employee stock option or otherwise as compensation; persons that own or are deemed to own 10% or more of our stock by vote or value; or persons holding our ordinary shares in connection with a trade or business conducted outside of the United States. |
a citizen or individual resident of the United States; |
a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States, any state therein or the District of Columbia; or |
an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source. |
Increase (decrease) in fair value | Fair value | Increase (decrease) in fair value | |||
USD/NIS | $ millions | $ millions | $ millions | $ millions | $ millions |
Type of instrument | Increase of 10% | Increase of 5% | Decrease of 5% | Decrease of 10% |
Cash and cash equivalents | (0.2) | (0.1) | 1.8 | 0.1 | 0.2 | (0.2) | (0.1) | 2.2 | 0.1 | 0.2 |
Short term deposits and loans | 0.0 | 0.1 | 0.0 | |||||||
Trade receivables | (5.5) | (2.9) | 60.2 | 3.2 | 6.7 | (5.3) | (2.8) | 58.0 | 3.1 | 6.4 |
Receivables and debit balances | (1.1) | (0.6) | 11.8 | 0.6 | 1.3 | (0.6) | (0.3) | 6.7 | 0.4 | 0.7 |
Long-term deposits and loans | (0.1) | (0.1) | 1.5 | 0.1 | 0.2 | |||||
Credit from banks and others | 2.8 | 1.4 | (30.3) | (1.6) | (3.4) | 3.3 | 1.7 | (35.8) | (1.9) | (4.0) |
Trade payables | 24.1 | 12.6 | (265.1) | (14.0) | (29.5) | 29.6 | 15.5 | (325.8) | (17.1) | (36.2) |
Other payables | 17.5 | 9.2 | (192.3) | (10.1) | (21.4) | 1.5 | 0.8 | (17.0) | (0.9) | (1.9) |
Long-term loans | 6.6 | 3.5 | (73.0) | (3.8) | (8.1) | 12.4 | 6.5 | (135.9) | (7.2) | (15.1) |
Fixed rate debentures (series E) | 38.8 | 20.3 | (426.8) | (22.5) | (47.4) | |||||
Fixed rate debentures | 67.9 | 35.6 | (747.4) | (39.3) | (83.0) | |||||
Options | (74.8) | (40.9) | (13.8) | 19.1 | 43.4 | (26.1) | (13.6) | 11.2 | 19.2 | 43.9 |
Forward | (32.0) | (16.7) | 1.6 | 18.5 | 39.1 | (39.0) | (20.4) | 8.1 | 22.6 | 47.7 |
Swap | (47.6) | (24.9) | 14.7 | 27.6 | 58.2 | (81.7) | (43.0) | 115.2 | 47.8 | 101.0 |
Total | (71.5) | (39.2) | (909.6) | 17.2 | 39.3 | (38.2) | (20.1) | (1,060.5) | 26.8 | 59.7 |
Increase (decrease) in fair value | Fair value | Increase (decrease) in fair value | |||
EUR/USD | $ millions | $ millions | $ millions | $ millions | $ millions |
Type of instrument | Increase of 10% | Increase of 5% | Decrease of 5% | Decrease of 10% |
Cash and cash equivalents | (1.9) | (1.0) | 21.3 | 1.1 | 2.4 | (1.2) | (0.6) | 12.8 | 0.7 | 1.4 |
Short term deposits and loans | (0.2) | (0.1) | 2.7 | 0.1 | 0.3 | (0.5) | (0.2) | 5.0 | 0.3 | 0.6 |
Trade receivables | (20.2) | (10.6) | 221.9 | 11.7 | 24.7 | (20.7) | (10.8) | 227.4 | 12.0 | 25.3 |
Receivables and debit balances | (1.1) | (0.6) | 11.7 | 0.6 | 1.3 | (3.7) | (1.9) | 40.6 | 2.1 | 4.5 |
Long-term deposits and loans | (0.1) | 1.1 | 0.1 | (0.2) | (0.1) | 2.5 | 0.1 | 0.3 | ||
Credit from banks and others | 15.1 | 7.9 | (166.4) | (8.8) | (18.5) | 6.4 | 3.3 | (70.0) | (3.7) | (7.8) |
Trade payables | 17.1 | 8.9 | (187.6) | (9.9) | (20.8) | 14.9 | 7.8 | (163.5) | (8.6) | (18.2) |
Other payables | 4.2 | 2.2 | (46.0) | (2.4) | (5.1) | 6.2 | 3.2 | (68.0) | (3.6) | (7.6) |
Long-term loans from banks | 0.5 | 0.3 | (5.4) | (0.3) | (0.6) | 3.3 | 1.7 | (35.9) | (1.9) | (4.0) |
Options | 4.6 | 2.1 | 1.3 | (1.8) | (3.7) | 3.8 | 2.1 | (1.5) | (2.8) | (6.1) |
Forward | 9.5 | 4.5 | 2.5 | (4.1) | (7.7) | 13.6 | 7.1 | (0.1) | (7.9) | (16.6) |
Swap | 33.6 | 16.8 | (1.0) | (16.8) | (33.6) | 33.4 | 17.5 | (41.1) | (19.4) | (40.9) |
Total | 61.1 | 30.3 | (143.9) | (30.5) | (61.2) | 55.3 | 29.1 | (91.8) | (32.7) | (69.1) |
Increase (decrease) in fair value | Fair value | Increase (decrease) in fair value | |||
GBP/USD | $ millions | $ millions | $ millions | $ millions | $ millions |
Type of instrument | Increase of 10% | Increase of 5% | Decrease of 5% | Decrease of 10% |
Cash and cash equivalents | (0.4) | (0.2) | 4.4 | 0.2 | 0.5 | (0.5) | (0.2) | 5.0 | 0.3 | 0.6 |
Trade receivables | (5.5) | (2.9) | 60.3 | 3.2 | 6.7 | (3.2) | (1.7) | 35.1 | 1.8 | 3.9 |
Receivables and debit balances | 0.0 | 0.4 | 0.0 | |||||||
Credit from banks and others | 1.7 | 0.9 | (18.7) | (1.0) | (2.1) | 7.7 | 4.0 | (84.7) | (4.5) | (9.4) |
Trade payables | 2.1 | 1.1 | (22.7) | (1.2) | (2.5) | 2.0 | 1.0 | (21.5) | (1.1) | (2.4) |
Other payables | 0.6 | 0.3 | (6.6) | (0.3) | (0.7) | 0.3 | 0.2 | (3.6) | (0.2) | (0.4) |
Long-term loans | 2.0 | 1.1 | (22.3) | (1.2) | (2.5) | |||||
Swap | (6.2) | (3.3) | 5.0 | 3.6 | 7.6 | |||||
Options | (1.3) | (0.6) | (0.1) | 0.4 | 0.8 | (0.8) | (0.4) | 0.4 | 0.5 | 1.1 |
Forward | (3.5) | (1.7) | 0.3 | 1.5 | 2.9 | (2.5) | (1.3) | 0.3 | 1.4 | 3.0 |
Total | (6.3) | (3.1) | 17.3 | 2.8 | 5.6 | (1.2) | (0.6) | (86.3) | 0.6 | 1.5 |
Increase (decrease) in fair value | Fair value | Increase (decrease) in fair value | |||
BRL/USD | $ millions | $ millions | $ millions | $ millions | $ millions |
Type of instrument | Increase of 10% | Increase of 5% | Decrease of 5% | Decrease of 10% |
Cash and cash equivalents | (0.6) | (0.3) | 6.4 | 0.3 | 0.7 |
Trade receivables | (1.9) | (1.0) | 21.4 | 1.1 | 2.4 |
Trade payables | 1.0 | 0.5 | (11.0) | (0.6) | (1.2) |
Long-term deposits and loans | (0.3) | (0.2) | 3.6 | 0.2 | 0.4 |
Other payables | 0.0 | 0.0 | (0.1) | 0.0 | 0.0 |
Long-term loans from banks | 0.8 | 0.4 | (8.9) | (0.5) | (1.0) |
Options | (0.2) | (0.2) | 0.2 | 0.2 | 0.2 |
Forward | 0.1 | 0.0 | 0.0 | (0.1) | (0.1) |
Total | (1.1) | (0.8) | 11.6 | 0.6 | 1.4 |
Increase (decrease) in fair value | Fair value | Increase (decrease) in fair value | |||
CNY/USD | $ millions | $ millions | $ millions | $ millions | $ millions |
Type of instrument | Increase of 10% | Increase of 5% | Decrease of 5% | Decrease of 10% |
Cash and cash equivalents | (5.5) | (2.9) | 60.2 | 3.2 | 6.7 |
Short term investments and deposits | (0.3) | (0.2) | 3.7 | 0.2 | 0.4 |
Trade receivables | (4.6) | (2.4) | 51.1 | 2.7 | 5.7 |
Investments at fair value through other comprehensive income | (12.3) | (6.5) | 135.7 | 7.1 | 15.1 |
Trade payables | 6.0 | 3.2 | (66.3) | (3.5) | (7.4) |
Other payables | 2.4 | 1.2 | (26.0) | (1.4) | (2.9) |
Credit from banks and others | 5.6 | 2.9 | (61.9) | (3.3) | (6.9) |
Long-term loans (CNY) | 5.4 | 2.8 | (59.8) | (3.1) | (6.6) |
Forward | 2.1 | 1.1 | (0.2) | (1.2) | (2.6) |
Total | (1.2) | (0.8) | 36.5 | 0.7 | 1.5 |
Increase (decrease) in fair value | Fair value | Increase (decrease) in fair value | |||
USD/NIS | $ millions | $ millions | $ millions | $ millions | $ millions |
Type of instrument | Increase of 10% | Increase of 5% | Decrease of 5% | Decrease of 10% |
Cash and cash equivalents | (0.3) | (0.2) | 3.7 | 0.2 | 0.4 |
Short term deposits and loans | 0.0 | 0.0 | 0.1 | 0.0 | 0.0 |
Trade receivables | (4.5) | (2.4) | 49.5 | 2.6 | 5.5 |
Receivables and debit balances | (0.3) | (0.1) | 3.1 | 0.2 | 0.3 |
Credit from banks and others | 4.4 | 2.3 | (48.5) | (2.6) | (5.4) |
Trade payables | 22.4 | 11.7 | (246.6) | (13.0) | (27.4) |
Other payables | 4.3 | 2.2 | (47.0) | (2.5) | (5.2) |
Long-term loans | 7.1 | 3.7 | (77.6) | (4.1) | (8.6) |
Fixed rate debentures | 43.3 | 22.7 | (476.5) | (25.1) | (52.9) |
Options | (37.5) | (8.1) | 3.5 | 22.0 | 51.9 |
Forward | (28.1) | (14.7) | 0.4 | 16.3 | 34.4 |
Swap | (51.8) | (27.1) | 57.6 | 30.0 | 63.4 |
Total | (41.0) | (10.0) | (778.3) | 24.0 | 56.4 |
Increase (decrease) in fair value | Fair value | Increase (decrease) in fair value | |||
EUR/USD | $ millions | $ millions | $ millions | $ millions | $ millions |
Type of instrument | Increase of 10% | Increase of 5% | Decrease of 5% | Decrease of 10% |
Cash and cash equivalents | (1.7) | (0.9) | 19.1 | 1.0 | 2.1 |
Short term deposits and loans | (0.1) | 0.0 | 0.6 | 0.0 | 0.1 |
Trade receivables | (16.0) | (8.4) | 176.5 | 9.3 | 19.6 |
Receivables and debit balances | (1.5) | (0.8) | 16.2 | 0.9 | 1.8 |
Long-term deposits and loans | (0.1) | (0.1) | 1.1 | 0.1 | 0.1 |
Credit from banks and others | 8.6 | 4.5 | (95.0) | (5.0) | (10.6) |
Trade payables | 16.2 | 8.5 | (178.5) | (9.4) | (19.8) |
Other payables | 4.0 | 2.1 | (44.0) | (2.3) | (4.9) |
Long-term loans from banks | 6.6 | 3.4 | (72.1) | (3.8) | (8.0) |
Options | 4.2 | 1.9 | 0.2 | (1.8) | (4.3) |
Forward | 6.8 | 3.2 | (0.7) | (2.9) | (5.6) |
Swap | 45.0 | 22.5 | (2.5) | (22.5) | (45.0) |
Total | 72.0 | 35.9 | (179.1) | (36.4) | (74.5) |
Increase (decrease) in fair value | Fair value | Increase (decrease) in fair value | |||
GBP/USD | $ millions | $ millions | $ millions | $ millions | $ millions |
Type of instrument | Increase of 10% | Increase of 5% | Decrease of 5% | Decrease of 10% |
Cash and cash equivalents | (0.4) | (0.2) | 4.4 | 0.2 | 0.5 |
Trade receivables | (3.4) | (1.8) | 37.0 | 1.9 | 4.1 |
Receivables and debit balances | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 |
Credit from banks and others | 1.6 | 0.9 | (18.1) | (1.0) | (2.0) |
Trade payables | 2.0 | 1.0 | (21.8) | (1.1) | (2.4) |
Other payables | 0.3 | 0.2 | (3.7) | (0.2) | (0.4) |
Options | (1.5) | (0.4) | 0.2 | 0.6 | 1.2 |
Forward | (3.6) | (1.7) | 0.4 | 1.5 | 3.0 |
Total | (5.0) | (2.0) | (1.6) | 1.9 | 4.0 |
Increase (decrease) in fair value | Fair value | Increase (decrease) in fair value | |||
GBP/EUR | $ millions | $ millions | $ millions | $ millions | $ millions |
Type of instrument | Increase of 10% | Increase of 5% | Decrease of 5% | Decrease of 10% |
Forward | | | 0.0 | 0.3 | |
Increase (decrease) in fair value | Fair value | Increase (decrease) in fair value | |||
BRL/USD | $ millions | $ millions | $ millions | $ millions | $ millions |
Type of instrument | Increase of 10% | Increase of 5% | Decrease of 5% | Decrease of 10% |
Cash and cash equivalents | (0.5) | (0.2) | 5.0 | 0.3 | 0.6 | (0.5) | (0.3) | 5.9 | 0.3 | 0.7 |
Trade receivables | (2.3) | (1.2) | 25.2 | 1.3 | 2.8 | (2.0) | (1.0) | 22.0 | 1.2 | 2.4 |
Trade payables | 1.0 | 0.5 | (10.9) | (0.6) | (1.2) | 0.8 | 0.4 | (9.2) | (0.5) | (1.0) |
Other payables | 0.2 | 0.1 | (2.2) | (0.1) | (0.2) | 0.0 | 0.0 | (0.3) | 0.0 | 0.0 |
Long-term loans from banks | 1.7 | 0.9 | (19.1) | (1.0) | (2.1) | 1.0 | 0.5 | (11.0) | (0.6) | (1.2) |
Forward | 1.7 | 0.9 | (0.2) | (1.0) | (2.0) | |||||
Total | 0.1 | (2.0) | (0.1) | 1.0 | 0.5 | 7.2 | (0.6) | (1.1) |
Increase (decrease) in fair value | Fair value | Increase (decrease) in fair value | |||
CNY/USD | $ millions | $ millions | $ millions | $ millions | $ millions |
Type of instrument | Increase of 10% | Increase of 5% | Decrease of 5% | Decrease of 10% |
Cash and cash equivalents | (3.4) | (1.8) | 37.2 | 2.0 | 4.1 |
Trade receivables | (6.5) | (3.4) | 71.5 | 3.8 | 7.9 |
Trade payables | 6.5 | 3.4 | (71.9) | (3.8) | (8.0) |
Other payables | 1.8 | 0.9 | (19.4) | (1.0) | (2.2) |
Credit from banks and others | 16.7 | 8.8 | (184.0) | (9.7) | (20.4) |
Forward | (2.6) | (1.4) | (0.1) | 1.5 | 3.2 |
Long-term loans (CNY) | 0.1 | 0.0 | (0.7) | 0.0 | (0.1) |
Total | 12.6 | 6.5 | (167.4) | (7.2) | (15.5) |
Cash and cash equivalents | (0.1) | 1.4 | 0.1 | (3.0) | (1.6) | 33.0 | 1.7 | 3.7 | ||
Short term deposits and loans | 0.0 | 0.1 | 0.0 | |||||||
Trade receivables | (5.9) | (3.0) | 59.0 | 3.0 | 5.9 | (4.4) | (2.3) | 48.0 | 2.5 | 5.3 |
Receivables and debit balances | (3.9) | (2.0) | 39.4 | 2.0 | 3.9 | (3.7) | (1.9) | 40.5 | 2.1 | 4.5 |
Credit from banks and others | 3.3 | 1.6 | (32.7) | (1.6) | (3.3) | |||||
Trade payables | 28.9 | 14.4 | (288.8) | (14.4) | (28.9) | 7.2 | 3.8 | (79.2) | (4.2) | (8.8) |
Other payables | 9.6 | 4.8 | (96.3) | (4.8) | (9.6) | 1.1 | 0.6 | (12.2) | (0.6) | (1.4) |
Long-term loans | 7.8 | 4.1 | (86.0) | (4.5) | (9.6) | |||||
Fixed rate debentures (series E) | 42.8 | 22.4 | (470.9) | (24.8) | (52.3) | |||||
Options | (35.6) | (9.1) | 3.2 | 20.5 | 50.0 | |||||
Credit from banks and others | 4.3 | 2.2 | (46.8) | (2.5) | (5.2) | |||||
Forward | (39.1) | (20.5) | 1.8 | 22.7 | 47.8 | 2.5 | 1.3 | (0.2) | (1.5) | (3.1) |
Swap | (52.9) | (27.4) | 64.0 | 31.7 | 66.2 | |||||
Long-term loans (CNY) | 5.8 | 3.0 | (63.7) | (3.4) | (7.1) | |||||
Total | (45.1) | (14.8) | (806.0) | 29.9 | 70.2 | 9.8 | 5.1 | (80.6) | (5.9) | (12.1) |
Cash and cash equivalents | (1.8) | (0.9) | 17.9 | 0.9 | 1.8 |
Short term deposits and loans | (0.1) | 0.0 | 0.7 | 0.0 | 0.1 |
Trade receivables | (24.6) | (12.3) | 246.4 | 12.3 | 24.6 |
Receivables and debit balances | (0.1) | 0.0 | 0.9 | 0.0 | 0.1 |
Long-term deposits and loans | (0.1) | (0.1) | 1.1 | 0.1 | 0.1 |
Credit from banks and others | 15.8 | 7.9 | (157.6) | (7.9) | (15.8) |
Trade payables | 18.2 | 9.1 | (182.1) | (9.1) | (18.2) |
Other payables | 7.7 | 3.8 | (76.9) | (3.8) | (7.7) |
Long-term loans from banks | 2.9 | 1.4 | (29.0) | (1.4) | (2.9) |
Options | 5.7 | 2.8 | (1.8) | (3.1) | (6.7) |
Forward | 35.0 | 16.6 | (2.6) | (15.0) | (28.7) |
Swap | 5.3 | 2.7 | (0.6) | (2.5) | (5.1) |
Total | 63.9 | 31.0 | (183.6) | (29.5) | (58.4) |
Cash and cash equivalents | (0.7) | (0.3) | 6.7 | 0.3 | 0.7 |
Trade receivables | (4.8) | (2.4) | 47.8 | 2.4 | 4.8 |
Receivables and debit balances | 0.0 | 0.0 | 0.1 | 0.0 | 0.0 |
Credit from banks and others | 2.0 | 1.0 | (20.3) | (1.0) | (2.0) |
Trade payables | 2.3 | 1.2 | (23.0) | (1.2) | (2.3) |
Other payables | 1.5 | 0.7 | (14.7) | (0.7) | (1.5) |
Options | - | - | - | - | - |
Forward | 2.6 | 1.2 | 0.1 | (1.1) | (2.2) |
Total | 2.9 | 1.4 | (3.3) | (1.3) | (2.5) |
Cash and cash equivalents | (0.7) | (0.3) | 6.5 | 0.3 | 0.7 |
Trade receivables | (3.1) | (1.5) | 30.8 | 1.5 | 3.1 |
Trade payables | 1.5 | 0.8 | (15.5) | (0.8) | (1.5) |
Other payables | 0.2 | 0.1 | (1.9) | (0.1) | (0.2) |
Long-term loans from banks | 3.0 | 1.5 | (30.0) | (1.5) | (3.0) |
Total | 0.9 | 0.6 | (10.1) | (0.6) | (0.9) |
Cash and cash equivalents | (2.2) | (1.1) | 21.6 | 1.1 | 2.2 |
Trade receivables | (9.2) | (4.6) | 91.7 | 4.6 | 9.2 |
Trade payables | 8.5 | 4.3 | (85.3) | (4.3) | (8.5) |
Other payables | 2.1 | 1.0 | (20.8) | (1.0) | (2.1) |
Credit from banks and others | 17.3 | 8.7 | (173.3) | (8.7) | (17.3) |
Forward | 3.1 | 1.6 | (0.7) | (1.8) | (3.8) |
Long-term loans (CNY) | 9.8 | 4.9 | (98.1) | (4.9) | (9.8) |
Total | 29.4 | 14.8 | (264.9) | (15.0) | (30.1) |
Increase (decrease) in fair value | Fair value | Increase (decrease) in fair value | |||
$ millions | $ millions | $ millions | $ millions | $ millions | |
Type of instrument | Increase of 1% | Increase of 0.5% | Decrease of 0.5% | Decrease of 1% |
Fixed-USD interest debentures | 77.5 | 40.0 | (1,068.9) | (42.7) | (88.4) | 108.0 | 55.8 | (1,419.1) | (59.8) | (124.0) |
Swap transactions | 7.7 | 3.9 | 0.4 | (4.0) | (8.2) | 5.9 | 3.0 | (13.1) | (3.0) | (6.1) |
NIS/USD swap | 17.6 | 8.9 | 14.7 | (9.1) | (18.4) | 36.6 | 18.8 | 115.2 | (19.5) | (39.5) |
GBP/USD swap | 0.2 | 0.1 | 5.0 | (0.1) | (0.2) | |||||
EUR/USD swap | (0.2) | (0.1) | (1.0) | 0.1 | 0.2 | (0.9) | (0.5) | (41.1) | 0.5 | 1.0 |
Total | 102.8 | 52.8 | (1,054.8) | (55.8) | (115.0) | 149.8 | 77.2 | (1,353.1) | (81.9) | (168.8) |
Increase (decrease) in fair value | Fair value | Increase (decrease) in fair value | |||
$ millions | $ millions | $ millions | $ millions | $ millions | |
Type of instrument | Increase of 1% | Increase of 0.5% | Decrease of 0.5% | Decrease of 1% |
Fixed-USD interest debentures | 58.2 | 29.6 | (1,107.9) | (30.7) | (62.4) | 90.3 | 46.7 | (1,210.9) | (49.9) | (103.4) |
Swap transactions | 10.1 | 5.1 | (2.7) | (5.3) | (10.8) | 6.7 | 3.4 | (6.0) | (3.5) | (7.0) |
NIS/USD swap | 33.1 | 22.4 | 64.0 | (11.7) | (23.6) | 13.4 | 6.8 | 57.4 | (6.9) | (14.0) |
EUR/USD swap | (0.3) | (0.1) | (2.5) | 0.1 | 0.3 | |||||
Total | 101.4 | 57.1 | (1,046.6) | (47.7) | (96.8) | 110.1 | 56.8 | (1,162.0) | (60.2) | (124.1) |
Sensitivity to changes in the shekel interest rate | Increase (decrease) in fair value | Fair value | Increase (decrease) in fair value | ||
$ millions | $ millions | $ millions | $ millions | $ millions | |
Type of instrument | Increase of 1% | Increase of 0.5% | Decrease of 0.5% | Decrease of 1% |
Fixed-interest long-term loan | 1.9 | 0.9 | (135.9) | (1.0) | (1.9) |
Fixed rate debentures | 31.6 | 16.2 | (747.4) | (17.1) | (35.1) |
NIS/USD swap | (42.4) | (22.1) | 115.2 | 23.8 | 49.0 |
Total | (8.9) | (5.0) | (768.1) | 5.7 | 12.0 |
Fixed-interest long-term loan | 2.7 | 1.4 | (73.0) | (1.4) | (2.9) |
Fixed rate debentures (series E) | 14.5 | 7.4 | (426.8) | (7.5) | (15.3) |
NIS/USD swap | (18.5) | (9.4) | 14.7 | 9.6 | 19.5 |
Total | (1.3) | (0.6) | (485.1) | 0.7 | 1.3 |
Sensitivity to changes in the shekel interest rate | Increase (decrease) in fair value | Fair value | Increase (decrease) in fair value | ||
$ millions | $ millions | $ millions | $ millions | $ millions | |
Type of instrument | Increase of 1% | Increase of 0.5% | Decrease of 0.5% | Decrease of 1% |
Fixed-interest long-term loan | 3.7 | 1.9 | (86.0) | (2.0) | (4.0) | 2.5 | 1.2 | (77.6) | (1.3) | (2.6) |
Fixed rate debentures (series E) | 20.1 | 10.2 | (470.9) | (10.5) | (21.3) | 12.3 | 6.2 | (476.5) | (6.4) | (12.8) |
NIS/USD swap | (25.9) | (13.1) | 64.0 | 13.5 | 27.5 | (15.5) | (7.8) | 57.6 | 8.0 | 16.2 |
Total | (2.1) | (1.0) | (492.9) | 1.0 | 2.2 | (0.7) | (0.4) | (496.5) | 0.3 | 0.8 |
Increase (decrease) in fair value | Fair value | Increase (decrease) in fair value | |||
$ millions | $ millions | $ millions | $ millions | $ millions | |
Type of instrument | Increase of 10% | Increase of 5% | Decrease of 5% | Decrease of 10% |
Energy hedges | | | | | |
Increase (decrease) in fair value | Fair value | Increase (decrease) in fair value | |||
$ millions | $ millions | $ millions | $ millions | $ millions | |
Increase of 10% | Increase of 5% | Decrease of 5% | Decrease of 10% |
Energy hedges | | 1.0 | | (1.0) | |
Increase (decrease) in fair value | Fair value | Increase (decrease) in fair value | |||
$ millions | $ millions | $ millions | $ millions | $ millions | |
Type of instrument | Increase of 10% | Increase of 5% | Decrease of 5% | Decrease of 10% |
Marine shipping hedges | | | | | |
Increase (decrease) in fair value | Fair value | Increase (decrease) in fair value | |||
$ millions | $ millions | $ millions | $ millions | $ millions | |
Type of instrument | Increase of 10% | Increase of 5% | Decrease of 5% | Decrease of 10% |
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of our assets; |
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements, in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorization of our management and directors; and |
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. |
2018 | 2017 | |
US$ thousands | US$ thousands |
Audit fees(1) | 4,897 | 5,132 |
Audit-related fees(2) | 192 | 395 |
Tax fees(3) | 1,751 | 1,473 |
Total | 6,840 | 7,000 |
2020 | 2019 | |
US$ thousands | US$ thousands |
Audit fees(1) | 4,739 | 4,595 |
Audit-related fees(2) | 146 | 150 |
Tax fees(3) | 1,643 | 1,788 |
Total | 6,528 | 6,533 |
Majority Independent Board. Under Section 303A.01 of the NYSE Listed Company Manual (the “LCM”), a U.S. domestic listed company, other than a controlled company, must have a majority of independent directors. Six of our ten directors are not considered independent directors under Israeli law whether due to their relationship with the Company, our controlling shareholder or the length of their tenure on our Board of Directors. |
Shareholder Approval of Securities Issuances. Under Section 312.03 of the LCM, shareholder approval is a prerequisite to (a) issuing ordinary shares, or securities convertible into or exercisable for ordinary shares, to a related party, a subsidiary, affiliate or other closely related person of a related party or any company or entity in which a related party has a substantial interest, if the number of ordinary shares to be issued exceeds either 1% of the number of ordinary shares or 1% of the voting power outstanding before the issuance, and (b) issuing ordinary shares, or securities convertible into or exercisable for ordinary shares, if the ordinary share has, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance or the number of ordinary shares to be issued is equal to or in excess of 20% of the number of ordinary shares before the issuance, in each case subject to certain exceptions. We seek shareholder approval for all corporate actions requiring such approval under the requirements of the |
The securities issued amount to 20% or more of the company’s outstanding voting rights before the issuance; |
Some or all of the consideration is other than cash or listed securities or the transaction is not on market terms; and |
The transaction will increase the relative holdings of a 5% shareholder or will cause any person to become, as a result of the issuance, a 5% shareholder. |
By: | /s/ Kobi Altman | |||
Name: | Kobi Altman | |||
Title: | Chief Financial Officer |
ICL Group Ltd. | ||||
By: | /s/ | |||
Name: | ||||
Title: | EVP, Global |
Somekh Chaikin | Telephone | 972 3 684 8000 | |
KPMG Millennium Tower | Fax | 972 3 684 8444 | |
17 Ha'arba'a Street, PO Box 609 | Internet | www.kpmg.co.il | |
Tel Aviv 61006 Israel |
2018 | 2017 | ||
Note | $ millions | $ millions |
Current assets | |||
Cash and cash equivalents | 121 | 83 | |
Short-term investments and deposits | 92 | 90 | |
Trade receivables | 990 | 932 | |
Inventories | 6 | 1,290 | 1,226 |
Assets held for sale | - | 169 | |
Other receivables | 7,14 | 295 | 225 |
Total current assets | 2,788 | 2,725 | |
Non-current assets | |||
Investments in equity-accounted investees | 30 | 29 | |
Investments at fair value through other comprehensive income | 145 | 212 | |
Deferred tax assets | 17 | 122 | 132 |
Property, plant and equipment | 11 | 4,663 | 4,521 |
Intangible assets | 12 | 671 | 722 |
Other non-current assets | 9,14,18 | 357 | 373 |
Total non-current assets | 5,988 | 5,989 | |
Total assets | 8,776 | 8,714 | |
Current liabilities | |||
Short-term credit | 15 | 610 | 822 |
Trade payables | 715 | 790 | |
Provisions | 19 | 37 | 78 |
Liabilities held for sale | - | 43 | |
Other current liabilities | 14,16 | 647 | 595 |
Total current liabilities | 2,009 | 2,328 | |
Non-current liabilities | |||
Long-term debt and debentures | 15 | 1,815 | 2,388 |
Deferred tax liabilities | 17 | 297 | 228 |
Long-term employee liabilities | 18 | 501 | 640 |
Provisions | 19 | 229 | 193 |
Other non-current liabilities | 10 | 7 | |
Total non-current liabilities | 2,852 | 3,456 | |
Total liabilities | 4,861 | 5,784 | |
Equity | 21 | ||
Total shareholders’ equity | 3,781 | 2,859 | |
Non-controlling interests | 134 | 71 | |
Total equity | 3,915 | 2,930 | |
Total liabilities and equity | 8,776 | 8,714 |
2018 | 2017 | 2016 | ||
Note | $ millions | $ millions | $ millions |
Sales | 22 | 5,556 | 5,418 | 5,363 |
Cost of sales | 22 | 3,702 | 3,746 | 3,703 |
Gross profit | 1,854 | 1,672 | 1,660 | |
Selling, transport and marketing expenses | 22 | 798 | 746 | 722 |
General and administrative expenses | 22 | 257 | 261 | 321 |
Research and development expenses | 22 | 55 | 55 | 73 |
Other expenses | 22 | 84 | 90 | 618 |
Other income | 22 | (859) | (109) | (71) |
Operating income (loss) | 1,519 | 629 | (3) | |
Finance expenses | 214 | 229 | 157 | |
Finance income | (56) | (105) | (25) | |
Finance expenses, net | 22 | 158 | 124 | 132 |
Share in earnings of equity-accounted investees | 3 | - | 18 | |
Income (loss) before income taxes | 1,364 | 505 | (117) | |
Provision for income taxes | 17 | 129 | 158 | 55 |
Net income (loss) | 1,235 | 347 | (172) | |
Net loss attributable to the non-controlling interests | (5) | (17) | (50) | |
Net income (loss) attributable to the shareholders of the Company | 1,240 | 364 | (122) | |
Earnings (losses) per share attributable to the shareholders of the Company: | 24 | |||
Basic earnings (losses) per share (in dollars) | 0.97 | 0.29 | (0.10) | |
Diluted earnings (losses) per share (in dollars) | 0.97 | 0.29 | (0.10) | |
Weighted-average number of ordinary shares outstanding: | 24 | |||
Basic (in thousands) | 1,277,209 | 1,276,072 | 1,273,295 | |
Diluted (in thousands) | 1,279,781 | 1,276,997 | 1,273,295 |
2018 | 2017 | 2016 | |
$ millions | $ millions | $ millions |
Net income (loss) | 1,235 | 347 | (172) |
Components of other comprehensive income that will be reclassified subsequently to net income (loss) | |||
Currency translation differences | (95) | 152 | (90) |
Changes in fair value of derivatives designated as a cash flow hedge | - | - | (1) |
Net changes of investments at fair value through other comprehensive income | - | (57) | 17 |
Tax income (expenses) relating to items that will be reclassified subsequently to net income (loss) | - | 5 | (5) |
(95) | 100 | (79) | |
Components of other comprehensive income that will not be reclassified to net income (loss) | |||
Net changes of investments at fair value through other comprehensive income | (58) | - | - |
Actuarial gains (losses) from defined benefit plans | 56 | (17) | (48) |
Tax income (expense) relating to items that will not be reclassified to net income (loss) | (3) | 3 | 8 |
(5) | (14) | (40) | |
Total comprehensive income (loss) | 1,135 | 433 | (291) |
Comprehensive loss attributable to the non-controlling interests | (9) | (13) | (59) |
Comprehensive income (loss) attributable to the shareholders of the Company | 1,144 | 446 | (232) |
2020 | 2019 | ||
Note | $ millions | $ millions |
For the year ended December 31, 2018 | |||||||||
Balance as at January 1, 2018 | 545 | 186 | (333) | 30 | (260) | 2,691 | 2,859 | 71 | 2,930 |
Share-based compensation | 1 | 7 | - | 11 | - | - | 19 | - | 19 |
Dividends | - | - | - | - | - | (241) | (241) | (1) | (242) |
Capitalization of subsidiary debt | - | - | - | - | - | - | - | 73 | 73 |
Comprehensive income (loss) | - | - | (91) | (58) | - | 1,293 | 1,144 | (9) | 1,135 |
Balance as at December 31, 2018 | 546 | 193 | (424) | (17) | (260) | 3,743 | 3,781 | 134 | 3,915 |
Current assets | |||
Cash and cash equivalents | 214 | 95 | |
Short-term investments and deposits | 100 | 96 | |
Trade receivables | 883 | 778 | |
Inventories | 6 | 1,250 | 1,312 |
Other receivables | 7 | 394 | 403 |
Total current assets | 2,841 | 2,684 | |
Non-current assets | |||
Investments at fair value through other comprehensive income | 83 | 111 | |
Deferred tax assets | 15 | 127 | 109 |
Property, plant and equipment | 10 | 5,550 | 5,331 |
Intangible assets | 11 | 670 | 652 |
Other non-current assets | 9,16 | 393 | 286 |
Total non-current assets | 6,823 | 6,489 | |
Total assets | 9,664 | 9,173 | |
Current liabilities | |||
Short-term debt | 13 | 679 | 420 |
Trade payables | 740 | 712 | |
Provisions | 17 | 54 | 42 |
Other payables | 14 | 704 | 587 |
Total current liabilities | 2,177 | 1,761 | |
Non-current liabilities | |||
Long-term debt and debentures | 13 | 2,053 | 2,181 |
Deferred tax liabilities | 15 | 326 | 341 |
Long-term employee liabilities | 16 | 655 | 575 |
Provisions | 17 | 267 | 202 |
Other | 98 | 52 | |
Total non-current liabilities | 3,399 | 3,351 | |
Total liabilities | 5,576 | 5,112 | |
Equity | |||
Total shareholders’ equity | 19 | 3,930 | 3,925 |
Non-controlling interests | 158 | 136 | |
Total equity | 4,088 | 4,061 | |
Total liabilities and equity | 9,664 | 9,173 |
2020 | 2019 | 2018 | ||
Note | $ millions | $ millions | $ millions |
Sales | 20 | 5,043 | 5,271 | 5,556 |
Cost of sales | 20 | 3,553 | 3,454 | 3,702 |
Gross profit | 1,490 | 1,817 | 1,854 | |
Selling, transport and marketing expenses | 20 | 766 | 767 | 798 |
General and administrative expenses | 20 | 232 | 254 | 257 |
Research and development expenses | 20 | 54 | 50 | 55 |
Other expenses | 20 | 256 | 30 | 84 |
Other income | 20 | (20) | (40) | (859) |
Operating income | 202 | 756 | 1,519 | |
Finance expenses | 219 | 220 | 214 | |
Finance income | (61) | (91) | (56) | |
Finance expenses, net | 20 | 158 | 129 | 158 |
Share in earnings of equity-accounted investees | 5 | 1 | 3 | |
Income before income taxes | 49 | 628 | 1,364 | |
Provision for income taxes | 15 | 25 | 147 | 129 |
Net income | 24 | 481 | 1,235 | |
Net income (loss) attributable to the non-controlling interests | 13 | 6 | (5) | |
Net income attributable to the shareholders of the Company | 11 | 475 | 1,240 | |
Earnings per share attributable to the shareholders of the Company: | 22 | |||
Basic earnings per share (in dollars) | 0.01 | 0.37 | 0.97 | |
Diluted earnings per share (in dollars) | 0.01 | 0.37 | 0.97 | |
Weighted-average number of ordinary shares outstanding: | 22 | |||
Basic (in thousands) | 1,280,026 | 1,278,950 | 1,277,209 | |
Diluted (in thousands) | 1,280,273 | 1,282,056 | 1,279,781 |
2020 | 2019 | 2018 | |
$ millions | $ millions | $ millions |
Net income | 24 | 481 | 1,235 |
Components of other comprehensive income that will be reclassified subsequently to net income | |||
Currency translation differences | 118 | (20) | (95) |
Change in fair value of cash flow hedges transferred to the statement of income | (54) | (38) | - |
Effective portion of the change in fair value of cash flow hedges | 53 | 42 | - |
Tax relating to items that will be reclassified subsequently to net income | - | (1) | - |
117 | (17) | (95) | |
Components of other comprehensive income that will not be reclassified to net income | |||
Net changes of investments at fair value through other comprehensive income | 18 | 10 | (58) |
Gains (losses) from defined benefit plans | (15) | (75) | 56 |
Tax relating to items that will not be reclassified to net income | (6) | 10 | (3) |
(3) | (55) | (5) | |
Total comprehensive income | 138 | 409 | 1,135 |
Comprehensive income (loss) attributable to the non-controlling interests | 23 | 4 | (9) |
Comprehensive income attributable to the shareholders of the Company | 115 | 405 | 1,144 |
Attributable to the shareholders of the Company | Non- controlling interests | Total equity | |||||||
Share capital | Share premium | Cumulative translation adjustment | Capital reserves | Treasury shares, at cost | Retained earnings | Total shareholders’ equity | |||
$ millions |
For the year ended December 31, 2017 | |||||||||
Balance as at January 1, 2017 | 544 | 174 | (481) | 79 | (260) | 2,518 | 2,574 | 85 | 2,659 |
Share-based compensation | 1 | 12 | - | 3 | - | - | 16 | - | 16 |
Dividends | - | - | - | - | - | (177) | (177) | (1) | (178) |
Comprehensive income (loss) | - | - | 148 | (52) | - | 350 | 446 | (13) | 433 |
Balance as at December 31, 2017 | 545 | 186 | (333) | 30 | (260) | 2,691 | 2,859 | 71 | 2,930 |
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 |
Attributable to the shareholders of the Company | Non- controlling interests | Total equity | |||||||
Share capital | Share premium | Cumulative translation adjustment | Capital reserves | Treasury shares, at cost | Retained earnings | Total shareholders’ equity | |||
$ millions |
For the year ended December 31, 2016 | |||||||||
Balance as at January 1, 2016 | 544 | 149 | (400) | 93 | (260) | 2,902 | 3,028 | 160 | 3,188 |
Share-based compensation | *- | 25 | - | (10) | - | - | 15 | - | 15 |
Dividends | - | - | - | - | - | (222) | (222) | (4) | (226) |
Changes in equity of equity-accounted investees | - | - | - | (15) | - | - | (15) | - | (15) |
Non-controlling interests in business combinations from prior periods | - | - | - | - | - | - | - | (12) | (12) |
Comprehensive loss | - | - | (81) | 11 | - | (162) | (232) | (59) | (291) |
Balance as at December 31, 2016 | 544 | 174 | (481) | 79 | (260) | 2,518 | 2,574 | 85 | 2,659 |
For the year ended December 31, 2019 | |||||||||
Balance as at January 1, 2019 | 546 | 193 | (424) | (17) | (260) | 3,743 | 3,781 | 134 | 3,915 |
Share-based compensation | - | 5 | - | 7 | - | - | 12 | - | 12 |
Dividends | - | - | - | - | - | (273) | (273) | (2) | (275) |
Comprehensive income | - | - | (18) | 13 | - | 410 | 405 | 4 | 409 |
Balance as at December 31, 2019 | 546 | 198 | (442) | 3 | (260) | 3,880 | 3,925 | 136 | 4,061 |
2018 | 2017 | 2016 | |
$ millions | $ millions | $ millions |
Attributable to the shareholders of the Company | Non- controlling interests | Total equity | |||||||
Share capital | Share premium | Cumulative translation adjustment | Capital reserves | Treasury shares, at cost | Retained earnings | Total shareholders’ equity | |||
$ millions |
Cash flows from operating activities | |||
Net income (loss) | 1,235 | 347 | (172) |
Adjustments for: | |||
Depreciation and amortization | 403 | 390 | 401 |
Impairment of non-current assets | 17 | 28 | 5 |
Exchange rate and interest expenses, net | 35 | 137 | 76 |
Share in earnings of equity-accounted investees, net | (3) | - | (18) |
Loss (gain) from divestiture of businesses | (841) | (54) | 1 |
Capital losses | - | - | 432 |
Share-based compensation | 19 | 16 | 15 |
Deferred tax expenses (income) | 76 | (46) | (2) |
(294) | 471 | 910 | |
Change in inventories | (115) | 57 | 70 |
Change in trade and other receivables | (104) | 21 | 150 |
Change in trade and other payables | (36) | (45) | (90) |
Change in provisions and employee benefits | (66) | (4) | 98 |
Net change in operating assets and liabilities | (321) | 29 | 228 |
Net cash provided by operating activities | 620 | 847 | 966 |
Cash flows from investing activities | |||
Proceeds from deposits, net | (3) | (65) | (198) |
Purchases of property, plant and equipment and intangible assets | (572) | (457) | (632) |
Proceeds from divestiture of businesses net of transaction expenses | * 902 | 6 | 17 |
Proceeds from sale of equity-accounted investee | - | 168 | - |
Dividends from equity-accounted investees | 2 | 3 | 12 |
Proceeds from sale of property, plant and equipment | 2 | 12 | 5 |
Other | - | - | (4) |
Net cash provided by (used in) investing activities | 331 | (333) | (800) |
Cash flows from financing activities | |||
Dividends paid to the Company's shareholders | (241) | (237) | (162) |
Receipt of long-term debt | 1,746 | 966 | 1,278 |
Repayment of long-term debt | (2,115) | (1,387) | (1,365) |
Short-term credit from banks and others, net | (283) | 147 | 14 |
Other | (1) | - | (4) |
Net cash used in financing activities | (894) | (511) | (239) |
Net change in cash and cash equivalents | 57 | 3 | (73) |
Cash and cash equivalents as at the beginning of the year | 83 | 87 | 161 |
Net effect of currency translation on cash and cash equivalents | (24) | (2) | (1) |
Cash and cash equivalents included as part of assets held for sale | 5 | (5) | - |
Cash and cash equivalents as at the end of the year | 121 | 83 | 87 |
For the year ended December 31, 2018 | |||||||||
Balance as at January 1, 2018 | 545 | 186 | (333) | 30 | (260) | 2,691 | 2,859 | 71 | 2,930 |
Share-based compensation | 1 | 7 | - | 11 | - | - | 19 | - | 19 |
Dividends | - | - | - | - | - | (241) | (241) | (1) | (242) |
Capitalization of subsidiary debt | - | - | - | - | - | - | - | 73 | 73 |
Comprehensive income (loss) | - | - | (91) | (58) | - | 1,293 | 1,144 | (9) | 1,135 |
Balance as at December 31, 2018 | 546 | 193 | (424) | (17) | (260) | 3,743 | 3,781 | 134 | 3,915 |
2020 | 2019 | 2018 | |
$ millions | $ millions | $ millions |
For the year ended 31, December | |||
2018 | 2017 | 2016 | |
$ millions | $ millions | $ millions |
Income taxes paid, net of refunds | 56 | 127 | 84 |
Interest paid | 103 | 111 | 112 |
Cash flows from operating activities | |||
Net income | 24 | 481 | 1,235 |
Adjustments for: | |||
Depreciation and amortization | 489 | 443 | 403 |
Impairment of fixed assets (Reversal of) | 90 | (10) | 17 |
Exchange rate, interest and derivative, net | 90 | 110 | 140 |
Loss (profit) from divestiture of businesses | 4 | - | (841) |
Tax expenses | 25 | 147 | 129 |
Change in provisions | 113 | (21) | (66) |
Other | 1 | (1) | 16 |
812 | 668 | (202) | |
Change in inventories | 54 | (72) | (115) |
Change in trade receivables | (89) | 199 | (101) |
Change in trade payables | 84 | (58) | (34) |
Change in other receivables | 5 | 5 | (3) |
Change in other payables | 54 | 4 | (1) |
Net change in operating assets and liabilities | 108 | 78 | (254) |
Interests paid | (109) | (115) | (103) |
Income taxes paid, net of refund | (31) | (120) | (56) |
Net cash provided by operating activities | 804 | 992 | 620 |
Cash flows from investing activities | |||
Proceeds (investments) in deposits, net | 34 | (2) | (3) |
Business combinations | (27) | - | - |
Purchases of property, plant and equipment and intangible assets | (626) | (576) | (572) |
Proceeds from divestiture of businesses net of transaction expenses | 26 | - | 902 |
Dividends from equity-accounted investees | 7 | 3 | 2 |
Proceeds from sale of property, plant and equipment | 3 | 50 | 2 |
Net cash provided by (used in) investing activities | (583) | (525) | 331 |
Cash flows from financing activities | |||
Dividends paid to the Company's shareholders | (118) | (273) | (241) |
Receipt of long-term debt | 1,175 | 657 | 1,746 |
Repayments of long-term debt | (1,133) | (689) | (2,115) |
Repayments of short-term debt, net | (52) | (183) | (283) |
Receipt from transactions in derivatives designated as a cash flow hedge | 24 | - | - |
Other | (1) | (2) | (1) |
Net cash used in financing activities | (105) | (490) | (894) |
Net change in cash and cash equivalents | 116 | (23) | 57 |
Cash and cash equivalents as at the beginning of the year | 95 | 121 | 83 |
Net effect of currency translation on cash and cash equivalents | 3 | (3) | (24) |
Cash and cash equivalents included as part of assets held for sale | - | - | 5 |
Cash and cash equivalents as at the end of the year | 214 | 95 | 121 |
A. | The reporting entity |
B. | Material events in the reporting period |
B. | Material events in the reporting period (cont'd) |
C. | Definitions |
1. | Subsidiary – a company over which the Company has control and the financial statements of which are fully consolidated with the Company's statements as part of the consolidated financial statements. |
2. | Investee company – Subsidiaries, |
3. | Related party – |
A. | Statement of compliance with International Financial Reporting Standards |
B. | Functional and presentation currency |
C. | Basis of measurement |
D. | Operating cycle |
E. | Use of estimates and judgment |
E. | Use of estimates and judgment (cont'd) |
Estimate | Principal assumptions | Possible effects | Reference | |
Concessions, permits and business licenses | Forecast of obtaining renewed concessions, permits and business licenses which constitute the basis for the Company's continued operations and the Company's expectations regarding the holding of the operating assets by it and / or | Impact on the value of the operation, depreciation periods and residual values of related assets. | See Note | |
Recoverable amount of a cash generating unit, among other things, containing goodwill | Expected cash-flow forecasts including estimates of mineral reserves, discount rate, market risk and the forecasted growth rate. | Change in impairment loss. | See Note 12 - impairment testing. | |
Uncertain tax positions | The extent of the certainty that ICL’s tax positions will be accepted | Recognition of additional income tax expenses. | See Note | |
Probability assessment of contingent and environmental liabilities including cost of waste removal/restoration | Whether it is more likely than not that an outflow of economic resources will be required in respect of potential liabilities under the environmental protection laws and legal claims pending against ICL and the estimation of their amounts. The waste removal/ restoration obligations depend on the reliability of the estimates of future removal costs and interpretation of regulations. | Creation, adjustment or reversal of a provision for a claim and/or environmental liability including cost of waste removal/restoration. | ||
See Note | ||||
A. | Basis for Consolidation |
1. | Business combinations |
2. | Subsidiaries |
3. |
Non-controlling interests |
Basis for Consolidation (cont'd) |
4. | Loss of control |
Transactions eliminated in consolidation |
Investment in |
B. | Foreign Currency |
1. | Transactions in foreign currency |
2. | Foreign operations |
B. | Foreign Currency (cont'd) |
2. | Foreign operations (cont'd) |
C. | Financial Instruments |
1. | Non-derivative financial assets (IFRS9) |
C. | Financial Instruments (cont'd) |
1. | Non-derivative financial assets (IFRS9) (cont'd) |
2. | Non-derivative financial liabilities |
3. | Derivative financial instruments |
4. | CPI-linked assets and liabilities not measured at fair value |
5. | Share capital |
D. | Property, plant and equipment |
1. | Recognition and measurement |
2. | Subsequent Costs (after initial recognition) |
3. | Depreciation |
In Years | |
Buildings | 15 - 30 |
Technical equipment and | 5 - 25 |
Dikes and | 20 - 40 |
Other | |
3 - 10 |
D. | Property, plant and equipment (cont'd) |
3. | Depreciation (cont'd) |
E. | Intangible Assets |
1. | Goodwill |
2. | Costs of exploration and evaluation of resources |
3. | Research and development |
4. | Other intangible assets |
5. | Subsequent costs |
6. | Amortization |
E. | Intangible Assets (cont'd) |
6. | Amortization (cont'd) |
In Years | |
Concessions and mining rights – over the balance of the | |
Trademarks | |
Technology / patents | |
Customer relationships | |
Exploration and | |
Computer applications |
F. | Inventories |
F. | Inventories (cont'd) |
G. | Capitalization of Borrowing Costs |
H. | Impairment |
1. | Non-derivative Financial assets |
2. | Non-financial assets |
H. | Impairment (cont'd) |
2. | Non-financial assets (cont'd) |
I. |
1. | Defined contribution plans |
I. | Employee Benefits (cont'd) |
1. | Defined contribution plans (cont'd) |
2. | Defined benefit plans |
(1) Current service costs – the increase in the present value of the liability deriving from employees’ service in the current period; (2) The net financing income (expense) is calculated by multiplying the net defined benefit liability (asset) by the discount rate used for measuring the defined benefit liability, as determined at the beginning of the annual reporting period; (3) Exchange rate differences; (4) Past service costs and plan reduction – the change in the present value of the liability in the current period as a result of a change in post-employment benefits attributed to prior periods. |
3. | Other long-term employee benefits |
4. | Early Retirement Pay |
I. | Employee Benefits (cont'd) |
5. | Short‑term benefits |
6. | Share-based compensation |
J. | Provisions |
(1) | Warranty |
J. | Provisions (cont'd) |
(2) | Provision for environmental costs |
(3) | Restructuring |
(4) | Site restoration |
(5) | Legal claims |
K. | Revenue Recognition |
(a) The parties to the contract have approved the contract and they are committed to satisfying the obligations attributable to them; (b) ICL can identify the rights of each party in relation to the goods that will be transferred; (c) ICL can identify the payment terms for the goods that will be transferred; (d) The contract has a commercial substance (i.e. the risk, timing and amount of the entity’s future cash flows are expected to change as a result of the contract); and (e) It is probable that the consideration, to which ICL is entitled to in exchange for the goods |
K. | Revenue Recognition (cont'd) |
L. | Government grants |
M. | Leases |
M. | Leases (cont'd) |
N. | Financing Income and Expenses |
O. | Taxes on Income |
O. | Taxes on Income (cont'd) |
P. | Earnings per share |
Q. | Transactions with controlling shareholder |
R. | Non-current assets and disposal groups held for sale |
A. | Investments in securities |
B. | Derivatives |
C. | Liabilities in respect of debentures |
D. | Property, plant and equipment of the subsidiaries Dead Sea Works, Dead Sea Bromine and Dead Sea Magnesium in Israel |
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 |
For the year ended December 31, 2018 | |||||||
Sales to external parties | 1,281 | 1,481 | 2,001 | 719 | 74 | - | 5,556 |
Inter-segment sales | 15 | 142 | 98 | 22 | 5 | (282) | - |
Total sales | 1,296 | 1,623 | 2,099 | 741 | 79 | (282) | 5,556 |
Segment profit | 350 | 393 | 208 | 57 | 9 | (7) | 1,010 |
General and administrative expenses | (257) | ||||||
Other income not allocated to the segments | 766 | ||||||
Operating income | 1,519 | ||||||
Financing expenses, net | (158) | ||||||
Share in earnings of equity-accounted investee | 3 | ||||||
Income before income taxes | 1,364 | ||||||
Capital expenditures | 50 | 356 | 180 | 15 | 1 | 3 | 605 |
Depreciation, amortization and impairment | 63 | 141 | 172 | 19 | 4 | 21 | 420 |
Industrial Products | Potash | Phosphate Solutions | Innovative Ag Solutions | Other Activities | Reconciliations | Consolidated | |
$ millions |
For the year ended December 31, 2017 | ||||||||||||||
For the year ended December 31, 2019 | ||||||||||||||
Sales to external parties | 1,179 | 1,258 | 1,938 | 671 | 372 | - | 5,418 | 1,307 | 1,330 | 1,901 | 699 | 34 | - | 5,271 |
Inter-segment sales | 14 | 125 | 99 | 21 | 12 | (271) | - | 11 | 164 | 79 | 18 | 3 | (275) | - |
Total sales | 1,193 | 1,383 | 2,037 | 692 | 384 | (271) | 5,418 | 1,318 | 1,494 | 1,980 | 717 | 37 | (275) | 5,271 |
Segment profit | 303 | 282 | 149 | 56 | 127 | (4) | 913 | 338 | 289 | 100 | 21 | 19 | (7) | 760 |
General and administrative expenses | (261) | |||||||||||||
Other expenses not allocated to the segments | (23) | (4) | ||||||||||||
Operating income | 629 | 756 | ||||||||||||
Financing expenses, net | (124) | (129) | ||||||||||||
Share in earnings of equity-accounted investees | 1 | |||||||||||||
Income before income taxes | 505 | 628 | ||||||||||||
Depreciation, amortization and impairment | 67 | 149 | 177 | 21 | 22 | (3) | 433 | |||||||
Implementation of IFRS 16 | 8 | 95 | 113 | 9 | 105 | 9 | 339 | |||||||
Capital expenditures | 49 | 270 | 154 | 12 | 19 | 3 | 507 | 66 | 383 | 213 | 21 | 4 | 6 | 693 |
Depreciation, amortization and impairment | 61 | 128 | 172 | 19 | 8 | 30 | 418 |
Industrial Products | Potash | Phosphate Solutions | Innovative Ag Solutions | Other Activities | Reconciliations | Consolidated | |
$ millions |
For the year ended December 31, 2018 | |||||||
Sales to external parties | 1,281 | 1,481 | 2,001 | 719 | 74 | - | 5,556 |
Inter-segment sales | 15 | 142 | 98 | 22 | 5 | (282) | - |
Total sales | 1,296 | 1,623 | 2,099 | 741 | 79 | (282) | 5,556 |
Segment profit | 300 | 315 | 113 | 29 | 9 | (13) | 753 |
Other income not allocated to the segments | 766 | ||||||
Operating income | 1,519 | ||||||
Financing expenses, net | (158) | ||||||
Share in earnings of equity-accounted investees | 3 | ||||||
Income before income taxes | 1,364 | ||||||
Depreciation, amortization and impairment | 63 | 141 | 172 | 19 | 4 | 21 | 420 |
Capital expenditures | 50 | 356 | 180 | 15 | 1 | 3 | 605 |
For the year ended December 31, 2016 | |||||||
Sales to external parties | 1,111 | 1,213 | 2,082 | 632 | 325 | - | 5,363 |
Inter-segment sales | 9 | 125 | 104 | 29 | 15 | (282) | - |
Total sales | 1,120 | 1,338 | 2,186 | 661 | 340 | (282) | 5,363 |
Segment profit | 286 | 282 | 224 | 55 | 93 | (37) | 903 |
General and administrative expenses | (321) | ||||||
Other expenses not allocated to the segments | (585) | ||||||
Operating loss | (3) | ||||||
Financing expenses, net | (132) | ||||||
Share in earnings of equity-accounted investees | 18 | ||||||
Loss before income taxes | (117) | ||||||
Capital expenditures | 38 | 311 | 237 | 7 | 1 | 58 | 652 |
Depreciation, amortization and impairment | 52 | 127 | 203 | 17 | 3 | 4 | 406 |
2020 | 2019 | 2018 | ||||
$ millions | % of sales | $ millions | % of sales | $ millions | % of sales |
2018 | 2017 | 2016 | ||||
$ millions | % of sales | $ millions | % of sales | $ millions | % of sales |
China | 806 | 16 | 802 | 15 | 848 | 15 |
USA | 793 | 16 | 840 | 16 | 903 | 16 |
Brazil | 447 | 9 | 581 | 11 | 656 | 12 |
United Kingdom | 336 | 7 | 347 | 7 | 382 | 7 |
Germany | 327 | 6 | 334 | 6 | 365 | 7 |
Israel | 260 | 5 | 241 | 5 | 223 | 4 |
Spain | 243 | 5 | 249 | 5 | 262 | 5 |
France | 238 | 5 | 257 | 5 | 267 | 5 |
India | 194 | 4 | 178 | 3 | 211 | 4 |
Italy | 114 | 2 | 116 | 2 | 125 | 2 |
All other | 1,285 | 25 | 1,326 | 25 | 1,314 | 23 |
Total | 5,043 | 100 | 5,271 | 100 | 5,556 | 100 |
USA | 903 | 16 | 1,091 | 20 | 1,070 | 20 |
China | 848 | 15 | 724 | 13 | 669 | 12 |
Brazil | 656 | 12 | 594 | 11 | 521 | 10 |
United Kingdom | 382 | 7 | 328 | 6 | 306 | 6 |
Germany | 365 | 7 | 378 | 7 | 392 | 7 |
France | 267 | 5 | 265 | 5 | 226 | 4 |
Spain | 262 | 5 | 264 | 5 | 258 | 5 |
Israel | 223 | 4 | 171 | 3 | 237 | 4 |
India | 211 | 4 | 200 | 4 | 199 | 4 |
Australia | 126 | 2 | 85 | 2 | 187 | 3 |
All other | 1,313 | 23 | 1,318 | 24 | 1,298 | 25 |
Total | 5,556 | 100 | 5,418 | 100 | 5,363 | 100 |
C. | Information based on geographical location (cont'd) |
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 |
For the year ended December 31, 2018 | |||||||
Europe | 473 | 459 | 719 | 362 | 49 | (92) | 1,970 |
Asia | 399 | 519 | 481 | 105 | 2 | (18) | 1,488 |
North America | 347 | 107 | 405 | 103 | 24 | (8) | 978 |
South America | 21 | 408 | 264 | 21 | 1 | (3) | 712 |
Rest of the world | 56 | 130 | 230 | 150 | 3 | (161) | 408 |
Total | 1,296 | 1,623 | 2,099 | 741 | 79 | (282) | 5,556 |
Industrial Products | Potash | Phosphate Solutions | Innovative Ag Solutions | Other Activities | Reconciliations | Consolidated | |
$ millions |
For the year ended December 31, 2019 | |||||||
Europe | 469 | 422 | 712 | 336 | 31 | (85) | 1,885 |
Asia | 399 | 470 | 447 | 118 | 1 | (12) | 1,423 |
North America | 353 | 95 | 370 | 95 | - | (3) | 910 |
South America | 56 | 327 | 263 | 23 | - | (1) | 668 |
Rest of the world | 41 | 180 | 188 | 145 | 5 | (174) | 385 |
Total | 1,318 | 1,494 | 1,980 | 717 | 37 | (275) | 5,271 |
For the year ended December 31, 2017 | |||||||
Europe | 456 | 386 | 749 | 326 | 87 | (86) | 1,918 |
Asia | 351 | 433 | 476 | 100 | 3 | (21) | 1,342 |
North America | 327 | 116 | 369 | 94 | 282 | (13) | 1,175 |
South America | 19 | 347 | 277 | 22 | 5 | (4) | 666 |
Rest of the world | 40 | 101 | 166 | 150 | 7 | (147) | 317 |
Total | 1,193 | 1,383 | 2,037 | 692 | 384 | (271) | 5,418 |
C. | Information based on geographical location (cont'd) |
Industrial Products | Potash | Phosphate Solutions | Innovative Ag Solutions | Other Activities | Reconciliations | Consolidated | |
$ millions |
For the year ended December 31, 2016 | ||||||||||||||
For the year ended December 31, 2018 | ||||||||||||||
Europe | 424 | 421 | 717 | 319 | 77 | (95) | 1,863 | 473 | 459 | 719 | 362 | 49 | (92) | 1,970 |
Asia | 301 | 396 | 511 | 74 | 6 | (13) | 1,275 | 399 | 519 | 481 | 105 | 2 | (18) | 1,488 |
North America | 330 | 93 | 380 | 110 | 250 | (22) | 1,141 | 347 | 107 | 405 | 103 | 24 | (8) | 978 |
South America | 25 | 267 | 274 | 19 | 1 | 2 | 588 | 21 | 408 | 264 | 21 | 1 | (3) | 712 |
Rest of the world | 40 | 161 | 304 | 139 | 6 | (154) | 496 | 56 | 130 | 230 | 150 | 3 | (161) | 408 |
Total | 1,120 | 1,338 | 2,186 | 661 | 340 | (282) | 5,363 | 1,296 | 1,623 | 2,099 | 741 | 79 | (282) | 5,556 |
C. | Information based on geographical location (cont'd) |
For the year ended December 31 | |||
2020 | 2019 | 2018 | |
$ millions | $ millions | $ millions |
For the year ended December 31 | |||
2018 | 2017 | 2016 | |
$ millions | $ millions | $ millions |
Israel | 2,636 | 2,815 | 2,841 |
Europe | 2,014 | 2,079 | 2,198 |
North America | 757 | 816 | 831 |
Asia | 643 | 615 | 617 |
South America | 424 | 441 | 163 |
Others | 48 | 47 | 48 |
6,522 | 6,813 | 6,698 | |
Intercompany sales | (1,479) | (1,542) | (1,142) |
Total | 5,043 | 5,271 | 5,556 |
Israel | 2,841 | 2,548 | 2,470 |
Europe | 2,198 | 2,119 | 2,124 |
North America | 831 | 1,045 | 1,045 |
Asia | 617 | 583 | 556 |
Others | 211 | 215 | 218 |
6,698 | 6,510 | 6,413 | |
Intercompany sales | (1,142) | (1,092) | (1,050) |
Total | 5,556 | 5,418 | 5,363 |
For the year ended December 31 | |||
2020 | 2019 | 2018 | |
$ millions | $ millions | $ millions |
For the year ended December 31 | |||
2018 | 2017 | 2016 | |
$ millions | $ millions | $ millions |
Israel* | 105 | 578 | 526 |
North America | 47 | 61 | 74 |
Asia | 64 | 59 | 52 |
Europe** | (50) | 32 | 834 |
Others | 39 | 22 | 29 |
Intercompany eliminations | (3) | 4 | 4 |
Total | 202 | 756 | 1,519 |
Europe* | 834 | (45) | (117) |
Israel | 526 | 475 | 304 |
North America | 74 | 154 | 83 |
Asia | 52 | 8 | (41) |
Others | 29 | 33 | (203) |
Intercompany eliminations | 4 | 4 | (29) |
Total | 1,519 | 629 | (3) |
* | Israel operating income for 2020 includes a loss of $274 million resulting from impairments and the initiation of efficiency initiatives and measures. For further information, see Note 1B. |
As at December 31 | ||
2020 | 2019 | |
$ millions | $ millions |
For the year ended December 31 | ||
2018 | 2017 | |
$ millions | $ millions |
Israel | 3,952 | 3,905 |
Europe | 1,575 | 1,380 |
Asia | 490 | 434 |
North America | 319 | 333 |
Other | 63 | 76 |
Total | 6,399 | 6,128 |
Israel | 3,570 | 3,387 |
Europe | 1,228 | 1,227 |
Asia | 401 | 455 |
North America | 309 | 321 |
Other | 59 | 94 |
Total | 5,567 | 5,484 |
(*) | Mainly consist of property, plant and equipment, intangible assets and non-current inventories. |
As at December 31 | ||
2020 | 2019 | |
$ millions | $ millions |
As at December 31 | ||
2018 | 2017 | |
$ millions | $ millions |
Finished products | 807 | 800 |
Work in progress | 263 | 326 |
Raw materials | 207 | 176 |
Spare parts | 125 | 127 |
Total inventories | 1,402 | 1,429 |
Of which: | ||
Non-current inventories. mainly raw materials (presented in non-current assets) | 152 | 117 |
Current inventories | 1,250 | 1,312 |
Finished products | 772 | 709 |
Work in progress | 258 | 269 |
Raw materials | 216 | 212 |
Spare parts | 143 | 142 |
Total inventories | 1,389 | 1,332 |
Less – non-current inventories. mainly raw materials (presented in non-current assets) | 99 | 106 |
Current inventories | 1,290 | 1,226 |
As at December 31 | ||
2020 | 2019 | |
$ millions | $ millions |
As at December 31 | ||
2018 | 2017 | |
$ millions | $ millions |
Government institutions | 72 | 98 |
Financial asset at amortized cost * | 66 | 67 |
Current tax assets | 65 | 87 |
Investments at fair value through other comprehensive income | 53 | 40 |
Prepaid expenses | 50 | 51 |
Other | 88 | 60 |
394 | 403 |
Government institutions | 108 | 78 |
Current tax assets | 79 | 16 |
Prepaid expenses | 52 | 43 |
Insurance receivables | 1 | 26 |
Other | 55 | 62 |
295 | 225 |
A. | Non-controlling interests in subsidiaries |
As at December 31 | ||
2020 | 2019 | |
$ millions | $ millions |
2018 | 2017 | |
$ millions | $ millions |
Current assets | 149 | 151 |
Non-current assets | 400 | 346 |
Current liabilities | (189) | (150) |
Non-current liabilities | (76) | (103) |
Equity | (284) | (244) |
Current assets | 192 | 197 |
Non-current assets | 318 | 367 |
Current liabilities | 225 | 241 |
Non-current liabilities | 49 | 215 |
Equity | 236 | 108 |
A. | Non-controlling interests in subsidiaries (cont'd) |
For the year ended December 31 | |||
2020 | 2019 | 2018 | |
$ millions | $ millions | $ millions |
2018 | 2017 | 2016 | |
$ millions | $ millions | $ millions |
Sales | 359 | 349 | 387 |
Operating Income | 29 | 23 | - |
Depreciation and amortization | 37 | 41 | 34 |
Operating income before depreciation and amortization | 66 | 64 | 34 |
Net Income (loss) | 23 | 11 | (13) |
Total Comprehensive income | 40 | 8 | 3 |
B. | Business Acquisition and Divestiture |
Sales | 387 | 363 | 377 |
Operating loss | - | (21) | (78) |
Depreciation and amortization | 34 | 34 | 34 |
Operating income (loss) before depreciation and amortization | 34 | 13 | (44) |
Net loss | (13) | (38) | (104) |
Comprehensive income (loss) | 3 | (26) | (126) |
(1) | 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. |
(2) | As part of ICL's goal to further enhance its digital service and accelerate its global development roadmap, in February 2020, the Company acquired Growers Holdings, Inc., an innovator in the field of process and data-driven farming, for a total consideration of $27 million. Growers has developed a platform that processes and analyzes data that is collected manually or through machine-generated farm data into focused plans that enhance decision‑making capabilities for farmers, agronomists and other agro-professionals. |
(3) | As part of the Company's strategy to divest low synergy businesses and non-core business activities, in April 2020, the Company entered into an agreement with Solina Corporate SAS to sell Hagesüd Interspice Gewürzwerke GmbH, including related real-estate assets. The sale's consideration is $35 million, of which $9 million represent a contingent consideration, which according to the Company's estimate, as at December 31, 2020, is part of the sale's consideration. In May 2020, the transaction was completed with no material impact on the Company's financial results. The contingent consideration will be received subject to meeting a specific sales target for a subsequent period of 12 months, ending on June 30, 2021. |
As at December 31 | ||
2020 | 2019 | |
$ millions | $ millions |
As at December 31 | ||
2018 | 2017 | |
$ millions | $ millions |
Non-current inventories | 152 | 117 |
Derivative designated as a cash flow hedge | 115 | 57 |
Surplus in employees' defined benefit plans (1) | 91 | 78 |
Investments in equity-accounted investees | 27 | 29 |
Other | 8 | 5 |
393 | 286 |
(1) | See Note 16. |
Lease rights | 102 | 106 |
Non-current inventories | 99 | 106 |
Surplus in defined benefit plan | 73 | 89 |
Long-term loan | 59 | - |
Derivatives | 15 | 64 |
Other | 9 | 8 |
357 | 373 |
Land | Technical equipment and | Dikes and evaporating ponds | Plants under construction | Other | Right of use asset | Total | |||||||
$ millions |
Cost | ||||||||||||||
Balance as at January 1, 2018 | 844 | 5,788 | 1,888 | 150 | 242 | 898 | 9,810 | |||||||
Balance as at January 1, 2020 | 804 | 6,865 | 1,392 | 765 | 945 | 423 | 11,194 | |||||||
Additions | 42 | 789 | 100 | 5 | 20 | (367) | 589 | 63 | 467 | 21 | (24) | 68 | 80 | 675 |
Disposals | (2) | (19) | - | (2) | (7) | - | (30) | (7) | (34) | - | (7) | (21) | (69) | |
Exit from consolidation | (14) | (5) | - | (6) | (1) | (26) | ||||||||
Translation differences | (23) | (76) | (13) | - | (4) | (16) | (132) | 34 | 126 | 28 | 37 | 3 | 15 | 243 |
Balance as at December 31, 2018 | 861 | 6,482 | 1,975 | 153 | 251 | 515 | 10,237 | |||||||
Balance as at December 31, 2020 | 880 | 7,419 | 1,441 | 778 | 1,003 | 496 | 12,017 | |||||||
Accumulated depreciation | ||||||||||||||
Balance as at January 1, 2018 | 451 | 3,520 | 1,053 | 84 | 181 | - | 5,289 | |||||||
Depreciation for the year | 24 | 234 | 96 | 7 | 12 | - | 373 | |||||||
Balance as at January 1, 2020 | 445 | 3,950 | 666 | - | 760 | 42 | 5,863 | |||||||
Depreciation | 35 | 246 | 47 | - | 66 | 67 | 461 | |||||||
Disposals | (6) | (31) | - | (7) | (15) | (59) | ||||||||
Impairment | 5 | - | 1 | - | 11 | - | 58 | 27 | - | 85 | ||||
Disposals | (1) | (16) | - | (2) | (8) | - | (27) | |||||||
Exit from consolidation | (2) | (4) | - | (4) | - | (10) | ||||||||
Translation differences | (11) | (50) | (10) | - | (1) | - | (72) | 19 | 81 | 23 | - | 2 | 127 | |
Balance as at December 31, 2018 | 468 | 3,693 | 1,139 | 89 | 185 | - | 5,574 | |||||||
Depreciated balance as at December 31, 2018 | 393 | 2,789 | 836 | 64 | 66 | 515 | 4,663 | |||||||
Balance as at December 31, 2020 | 491 | 4,300 | 763 | - | 817 | 96 | 6,467 | |||||||
Depreciated balance as at December 31, 2020 | 389 | 3,119 | 678 | 778 | 186 | 400 | 5,550 |
Land | Technical equipment and | Dikes and evaporating ponds | Plants under construction | Other | Right of use asset | Total | |||||||
$ millions |
Cost | |||||||
Balance as at January 1, 2017 | 763 | 5,408 | 1,715 | 149 | 244 | 879 | 9,158 |
Additions | 42 | 302 | 140 | 7 | 13 | (14) | 490 |
Disposals | (6) | (28) | - | (12) | (17) | - | (63) |
Translation differences | 49 | 136 | 33 | 7 | 9 | 35 | 269 |
Reclassification to assets held for sale | (4) | (30) | - | (1) | (7) | (2) | (44) |
Balance as at December 31, 2017 | 844 | 5,788 | 1,888 | 150 | 242 | 898 | 9,810 |
Accumulated depreciation | |||||||
Balance as at January 1, 2017 | 409 | 3,232 | 944 | 83 | 181 | - | 4,849 |
Depreciation for the year | 23 | 227 | 84 | 7 | 14 | - | 355 |
Impairment | - | 13 | - | - | - | - | 13 |
Disposals | (4) | (23) | - | (12) | (17) | - | (56) |
Translation differences | 24 | 85 | 25 | 7 | 6 | - | 147 |
Reclassification to assets held for sale | (1) | (14) | - | (1) | (3) | - | (19) |
Balance as at December 31, 2017 | 451 | 3,520 | 1,053 | 84 | 181 | - | 5,289 |
Depreciated balance as at December 31, 2017 | 393 | 2,268 | 835 | 66 | 61 | 898 | 4,521 |
Cost | |||||||
Balance as at January 1, 2019 | 861 | 6,635 | 1,376 | 507 | 858 | - | 10,237 |
IFRS 16 initial implementation | - | - | - | - | - | 300 | 300 |
Reclassification of finance lease (2) | - | - | - | - | - | 96 | 96 |
Additions | 17 | 283 | 21 | 261 | 93 | 39 | 714 |
Disposals | (69) | (47) | - | - | (5) | (11) | (132) |
Translation differences | (5) | (6) | (5) | (3) | (1) | (1) | (21) |
Balance as at December 31, 2019 | 804 | 6,865 | 1,392 | 765 | 945 | 423 | 11,194 |
Accumulated depreciation | |||||||
Balance as at January 1, 2019 | 468 | 3,782 | 627 | - | 697 | - | 5,574 |
Depreciation | 36 | 218 | 43 | - | 67 | 51 | 415 |
Disposals | (45) | (44) | - | - | (4) | (9) | (102) |
Reversal of impairment | (10) | - | - | - | - | - | (10) |
Translation differences | (4) | (6) | (4) | - | - | - | (14) |
Balance as at December 31, 2019 | 445 | 3,950 | 666 | - | 760 | 42 | 5,863 |
Depreciated balance as at December 31, 2019 | 359 | 2,915 | 726 | 765 | 185 | 381 | 5,331 |
A. | Composition |
Goodwill | Concessions and mining rights | Trademarks | Technology / patents | Customer relationships | Exploration and evaluation assets | Computer application | Others | Total | |||||||||
$ millions |
Cost | |||||||||
Balance as at January 1, 2020 | 323 | 209 | 86 | 75 | 176 | 44 | 99 | 34 | 1,046 |
Additions | - | - | - | - | - | 2 | 18 | 1 | 21 |
Additions in respect of business combinations | 18 | - | - | - | 1 | - | - | 7 | 26 |
Exit from consolidation | - | - | - | (5) | (10) | - | - | - | (15) |
Translation differences | - | 9 | 6 | 5 | 5 | 2 | 1 | 1 | 29 |
Balance as at December 31, 2020 | 341 | 218 | 92 | 75 | 172 | 48 | 118 | 43 | 1,107 |
Amortization and impairment losses | |||||||||
Balance as at January 1, 2020 | 21 | 70 | 28 | 43 | 114 | 26 | 68 | 24 | 394 |
Amortization | - | 2 | 3 | 4 | 9 | 1 | 7 | 2 | 28 |
Impairment | - | - | - | - | - | 5 | - | - | 5 |
Exit from consolidation | - | - | - | (2) | (3) | - | - | - | (5) |
Translation differences | - | 2 | 3 | 3 | 3 | 2 | 1 | 1 | 15 |
Balance as at December 31, 2020 | 21 | 74 | 34 | 48 | 123 | 34 | 76 | 27 | 437 |
Amortized Balance as at December 31 ,2020 | 320 | 144 | 58 | 27 | 49 | 14 | 42 | 16 | 670 |
Cost | |||||||||
Balance as at January 1, 2018 | 348 | 216 | 91 | 80 | 183 | 39 | 76 | 34 | 1,067 |
Additions | - | - | - | 1 | - | 1 | 13 | 1 | 16 |
Disposals | - | - | - | - | - | - | - | (2) | (2) |
Translation differences | (17) | (6) | (3) | (6) | (5) | (1) | (2) | - | (40) |
Balance as at December 31, 2018 | 331 | 210 | 88 | 75 | 178 | 39 | 87 | 33 | 1,041 |
Amortization and impairment losses | |||||||||
Balance as at January 1, 2018 | 22 | 63 | 24 | 35 | 94 | 25 | 61 | 21 | 345 |
Amortization for the year | - | 5 | 3 | 5 | 10 | 1 | 4 | 2 | 30 |
Impairment | - | - | - | 3 | 3 | - | - | - | 6 |
Disposals | - | - | - | - | - | - | - | (1) | (1) |
Translation differences | - | - | (1) | (4) | (2) | (1) | (2) | - | (10) |
Balance as at December 31, 2018 | 22 | 68 | 26 | 39 | 105 | 25 | 63 | 22 | 370 |
Amortized Balance as at December 31 ,2018 | 309 | 142 | 62 | 36 | 73 | 14 | 24 | 11 | 671 |
A. | Composition (cont’d) |
Goodwill | Concessions and mining rights | Trademarks | Technology / patents | Customer relationships | Exploration and evaluation assets | Computer application | Others | Total | |||||||||
$ millions |
Cost | |||||||||
Balance as at January 1, 2019 | 331 | 210 | 88 | 75 | 178 | 39 | 87 | 33 | 1,041 |
Additions | - | - | - | - | - | 5 | 12 | 1 | 18 |
Translation differences | (8) | (1) | (2) | - | (2) | - | - | - | (13) |
Balance as at December 31, 2019 | 323 | 209 | 86 | 75 | 176 | 44 | 99 | 34 | 1,046 |
Amortization and impairment losses | |||||||||
Balance as at January 1, 2019 | 22 | 68 | 26 | 39 | 105 | 25 | 63 | 22 | 370 |
Amortization | - | 2 | 3 | 5 | 10 | 1 | 5 | 2 | 28 |
Translation differences | (1) | - | (1) | (1) | (1) | - | - | - | (4) |
Balance as at December 31, 2019 | 21 | 70 | 28 | 43 | 114 | 26 | 68 | 24 | 394 |
Amortized Balance as at December 31 ,2019 | 302 | 139 | 58 | 32 | 62 | 18 | 31 | 10 | 652 |
Cost | |||||||||
Balance as at January 1, 2017 | 398 | 205 | 86 | 80 | 214 | 35 | 65 | 76 | 1,159 |
Additions | - | - | - | 3 | - | 1 | 10 | 3 | 17 |
Discontinuance of consolidation | (55) | - | - | - | - | - | - | - | (55) |
Translation differences | 16 | 11 | 7 | 7 | 16 | 3 | 2 | 1 | 63 |
Reclassification to assets held for sale | (11) | - | (2) | (10) | (47) | - | (1) | (46) | (117) |
Balance as at December 31, 2017 | 348 | 216 | 91 | 80 | 183 | 39 | 76 | 34 | 1,067 |
Amortization and impairment losses | |||||||||
Balance as at January 1, 2017 | 21 | 57 | 19 | 34 | 88 | 9 | 57 | 50 | 335 |
Amortization for the year | - | 6 | 3 | 5 | 12 | 1 | 3 | 5 | 35 |
Impairment | - | - | 1 | - | - | 14 | - | - | 15 |
Translation differences | 1 | - | 1 | 3 | 5 | 1 | 2 | 1 | 14 |
Reclassification to assets held for sale | - | - | - | (7) | (11) | - | (1) | (35) | (54) |
- | |||||||||
Balance as at December 31, 2017 | 22 | 63 | 24 | 35 | 94 | 25 | 61 | 21 | 345 |
Amortized Balance as at December 31 ,2017 | 326 | 153 | 67 | 45 | 89 | 14 | 15 | 13 | 722 |
B. | Total book value of intangible assets having defined useful lives and those having indefinite useful lives are as follows: |
As at December 31 | ||
2020 | 2019 | |
$ millions | $ millions |
As at December 31 | ||
2018 | 2017 | |
$ millions | $ millions |
Intangible assets having a defined useful life | 332 | 365 | 317 | 318 |
Intangible assets having an indefinite useful life | 339 | 357 | 353 | 334 |
671 | 722 | 670 | 652 |
A. | Impairment testing for intangible assets with an indefinite useful life |
As at December 31 | ||
2020 | 2019 | |
$ millions | $ millions |
As at December 31 | ||
2018 | 2017 | |
$ millions | $ millions |
Goodwill | ||
Phosphate Solutions | 116 | 123 |
Industrial Products | 94 | 91 |
Innovative Ag. Solutions | 73 | 70 |
Potash | 19 | 18 |
Other | 18 | - |
320 | 302 | |
Trademarks | 33 | 32 |
353 | 334 |
Goodwill | ||
Phosphate Solutions | 127 | 140 |
Industrial Products | 92 | 93 |
Innovative Ag. Solutions | 71 | 73 |
Potash | 19 | 20 |
309 | 326 | |
Trademarks | ||
Industrial Products, United States | 13 | 13 |
Phosphate Solutions, United States | 12 | 12 |
Industrial Products, Europe | 5 | 6 |
30 | 31 | |
339 | 357 |
A. | Impairment testing for intangible assets with an indefinite useful life (cont’d) |
Breakeven nominal after-tax discount rate |
Industrial Products | 16.4% | |||
Potash | 12.7% | |||
Innovative Ag. Solutions | 10.4% | |||
Phosphate Solutions | 10.6% |
B. | Impairment testing for fixed assets |
1. | In order to actively address global market volatility, the continuing trend of economic and business uncertainty and to mitigate the implications of the COVID-19 spread and its impact on the Company's results, several efficiency initiatives and measures were initiated in 2020, which included, among other things, the discontinuation of the unprofitable production and sale of the phosphate rock activity in Rotem Israel, leading to a write-off of fixed assets in the amount of $70 million. |
2. | In the second quarter of 2020, the business and economic uncertainty, the global market volatility, and the continuous trend of low phosphate prices indicated the potential for an impairment in the value of Rotem Israel's non-financial assets. As a result, the Company conducted an examination of Rotem Israel's recoverable amount. The assumptions used to calculate the recoverable amount included a nominal after-tax discount rate of 9% and a long-term growth rate of approximately 2%, reflecting the industries and markets in which the entity operates. |
Included in current assets and liabilities: | ||||
Foreign currency and interest derivative instruments | 13 | (16) | 1 | (3) |
Derivative instruments on energy and marine transport | - | (5) | 4 | - |
13 | (21) | 5 | (3) | |
Included in non-current assets and liabilities: | ||||
Foreign currency and interest derivative instruments | 15 | - | 64 | (3) |
B. | Impairment testing for fixed assets (cont'd) |
3. | In order to actively address global market volatility, the continuing trend of economic and business uncertainty and, specifically, the significant challenges in the work environment at the Spanish site Sallent, the Company decided to accelerate the sites consolidation plan in ICL Iberia by closing the Sallent site (Vilafruns mine) as of June 30, 2020, which led to a write-off in the amount of $12 million attributed to fixed assets. |
A. | Composition |
As at December 31 | ||
2020 | 2019 | |
$ millions | $ millions |
As at December 31 | ||
2018 | 2017 | |
$ millions | $ millions |
Short-term debt | ||
From financial institutions | 296 | 358 |
Current maturities of: | ||
Debentures | 206 | - |
Long-term loans from financial institutions | 90 | 13 |
Lease Liability | 64 | 49 |
Long-term loans from others | 23 | - |
383 | 62 | |
Total Short-Term debt | 679 | 420 |
Long- term debt and debentures | ||
Long term lease liability | 325 | 300 |
Loans from financial institutions | 194 | 408 |
Other loans | 24 | 29 |
543 | 737 | |
Marketable debentures | 1,618 | 1,231 |
Non-marketable debentures | 275 | 275 |
1,893 | 1,506 | |
2,436 | 2,243 | |
Less – current maturities of: | ||
Debentures | 206 | - |
Long-term loans from financial institutions | 90 | 13 |
Lease liability | 64 | 49 |
Long-term loans from others | 23 | - |
383 | 62 | |
Total Long- term debt and debentures | 2,053 | 2,181 |
Short-term credit | ||
From financial institutions | 544 | 635 |
From the parent company | - | 175 |
544 | 810 | |
Current maturities | ||
Long-term loans from financial institutions | 32 | 12 |
Long-term loans from others | 34 | - |
Total Short-Term Credit | 610 | 822 |
Long- term debt and debentures | ||
Loans from financial institutions | 377 | 786 |
Other loans | 35 | 98 |
412 | 884 | |
Less – current maturities | 66 | 12 |
346 | 872 | |
Marketable debentures | 1,195 | 1,241 |
Non-marketable debentures | 274 | 275 |
Total Long- term debt and debentures | 1,815 | 2,388 |
As at December 31 | ||
2018 | 2017 | |
$ millions | $ millions |
Balance as at January 1 | 3,227 | 3,399 |
Changes from financing cash flows | ||
Receipt of long-term debt | 1,746 | 966 |
Repayment of long-term debt | (2,115) | (1,387) |
Repayment of short-term credit, net of receipt | (283) | 147 |
Interest paid | (103) | (111) |
Total net financing cash flows | (755) | (385) |
Effect of changes in foreign exchange rates | (63) | 101 |
Other changes | 33 | 112 |
Balance as at December 31 | 2,442 | 3,227 |
B. | Yearly movement in Credit from Banks and Others (*) |
As at December 31 | ||
2020 | 2019 | |
$ millions | $ millions |
Balance as at January 1 | 2,559 | 2,442 |
Changes from financing cash flows | ||
Receipt of long-term debt | 1,175 | 657 |
Repayment of long-term debt | (1,133) | (689) |
Repayment of short-term debt, net | (52) | (183) |
Interest paid | (109) | (115) |
Receipt from transactions in derivatives designated as a cash flow hedge | 24 | - |
Total net financing cash flows | (95) | (330) |
Initial recognition of lease liability | 80 | 353 |
Interest expenses | 120 | 125 |
Effect of changes in foreign exchange rates | 84 | 48 |
Change in fair value of cash flow hedges | (53) | (42) |
Other changes | (35) | (37) |
Balance as at December 31 | 2,660 | 2,559 |
As at December 31 | ||
2018 | 2017 | |
$ millions | $ millions |
Second year | 17 | 261 |
Third year | 273 | 18 |
Fourth year | 113 | 213 |
Fifth year | 308 | 644 |
Sixth year and thereafter | 1,104 | 1,252 |
1,815 | 2,388 |
C. | Restrictions on the Group relating to the receipt of credit |
Financial Covenants (1) | Financial Ratio Required under the Agreement | Financial Ratio December 31, |
2020 |
Total shareholder's equity | Equity greater than | $3,930 million |
Ratio of | Equal to or greater than 3.5 | 9.3 |
Ratio of the net financial debt to EBITDA | Less than | 2.3 |
Ratio of certain subsidiaries loans to the total assets of the consolidated company | Less than 10% | 4% |
(1) | Examination of compliance with the above‑mentioned financial covenants is |
ICL Group Limited Consolidated Financial Statements 50 |
D. | Sale of receivables under securitization transaction |
Year ended December 31, | |||
2018 | 2017 | 2016 | |
$ millions | $ millions | $ millions |
Carrying amount of the transferred assets | 332 | 331 | 331 |
Fair value of the associated liabilities | 332 | 331 | 331 |
Net position * | - | - | - |
E. | Information on material loans and debentures outstanding as at December 31, 2020: |
Instrument type | Loan date | Original principal (millions) | Currency | Carrying amount ($ millions) | Interest rate | Principal repayment date | Additional information |
Debentures - Series F | May 2018, December 2020 | 693 | U.S. Dollar | 716 | 6.38% | May 2038 | (1) |
Debentures - Series E | April 2016 | 1,569 | Israeli Shekel | 487 | 2.45% | 2021- 2024 (annual installment) | |
Debentures (private offering) – 3 series | January 2014 | 84 145 46 | U.S. Dollar | 84 145 46 | 4.55% 5.16% 5.31% | January 2021 January 2024 January 2026 | |
Debentures - Series G | January/May 2020 | 766 | Israeli Shekel | 232 | 2.40% | December 2034 | |
Debentures - Series D | December 2014 | 184 | U.S. Dollar | 183 | 4.50% | December 2024 | (1) |
Loan - European Bank | July 2020 | 50 | GBP | 68 | 0.79% | May 2021 | |
Loan-Israeli institutions | November 2013 | 207 | Israeli Shekel | 64 | 4.74% | 2015-2024 (annual installment) | Partially repaid |
Loan - Asian Bank | May- June 2020 | 139 | Chinese Yuan | 21 | 4.95%-4.25% | February 2021-March 2023 | |
February-September 2020 | 140 | 21 | 4.87%-4.40% | ||||
Loan - others | April 2019 | 160 | Chinese Yuan | 24 | 4.40%-5.23% | April 2021-March 2022 |
Instrument type | Loan date | Original principal (millions) | Currency | Carrying amount ($ millions) | Interest rate | Principal repayment date | Additional information |
Loan-Israeli institutions | November 2013 | 300 | Israeli Shekel | 67 | 4.74% (1) | 2015-2024 (annual installment) | Partially prepaid |
Debentures (private offering) – 3 series | January 2014 | 84 145 46 | U.S Dollar | 84 144 46 | 4.55% 5.16% 5.31% | January 2021 January 2024 January 2026 | |
Loan-international institutions | July 2014 | 27 | Euro | 25 | 2.33% | 2019-2024 | Partially prepaid |
Debentures - Series D | December 2014 | 800 | U.S Dollar | 182 | 4.50% | December 2024 | (2) |
Loan - European Bank | December 2014 | 161 | Brazilian Real | 19 | CDI+1.35% | 2015-2021 (Semiannual installment) | |
Debentures - Series E | April 2016 | 1,569 | Israeli Shekel | 416 | 2.45% | 2021- 2024 (annual installment) | |
Loan - others | April - October, 2016 | 600 | Chinese Yuan Renminbi | 29 | 5.23% | 2019 | (3) |
Loan - Asian Banks | June - October, 2018 | 600 | Chinese Yuan Renminbi | 87 | 4.79% - 5.44% | 2019 | |
Loan - Asian Bank | April 2018 | 400 | Chinese Yuan Renminbi | 58 | CNH Hibor + 0.50% | 2019 | |
Debentures - Series F | May 2018 | 600 | U.S Dollar | 596 | 6.38% | May 2038 | (4) |
Loan - European Bank | December 2018 | 70 | U.S Dollar | 70 | Libor + 0.66% | December 2021 |
Issuer | European bank (1) | Group of twelve international banks (2) | European bank (3) |
Date of the credit facility | March 2014 | March 2015 | December 2016 |
Date of credit facility termination | March 2019 | March 2023 | May 2025 |
The amount of the credit facility | USD 35 million Euro 100 million | USD 1,200 million | USD 100 million |
Credit facility has been utilized | Euro 40 million | USD 200 million | USD 70 million |
Interest rate | Up to 33% use of the credit: Libor/Euribor + 0.90%. From 33% to 66% use of the credit: Libor/Euribor + 1.15% 66% or more use of the credit: Libor/Euribor + 1.40% | Up to 33% use of the credit: Libor/Euribor + 0.70%. From 33% to 66% use of the credit: Libor/Euribor + 0.80% 66% or more use of the credit: Libor/Euribor + 0.95% | Libor + 0.45% + spread |
Loan currency type | USD and Euro loans | USD and Euro loans | USD loans |
Pledges and restrictions | Financial covenants - see Section D, a cross-default mechanism and a negative pledge. | Financial covenants - see Section D, a cross-default mechanism and a negative pledge. | Financial covenants - see Section D and a negative pledge. |
Non-utilization fee | 0.32% | 0.21% | 0.30% |
E. | Information on material loans and debentures: (cont’d) |
(1) | On January 2, 2020, the Company completed an ILS 380 million (about $118 million) placement of series G unsecured debentures (hereinafter - Series G) in Israel. On May 18, 2020, the Company completed an expansion of Series G debentures in Israel, at the amount of ILS 386 million (about $120 million). |
(2) | The aggregate principal of Series G debentures amounts to ILS 766 million (about $238 million). The principal of Series G shall be payable in thirteen consecutive unequal annual payments, to be paid, on December 30 of each of the years 2022 through 2034, with 64% of the principal to be paid on December 30, 2034. Series G carries an annual coupon of 2.4% paid in semiannual installments on June 30 and December 30 of each year, commencing June 30, 2020. The series G have been rated "ilAA" by Standard & Poor's Maalot rating agency. The interest rate on Series G will increase by 0.25% above the base interest rate for any rating level decrease starting at a rating of "ilA and reaching a maximum cumulative interest rate increase of 1% upon reaching a rating of "ilBBB". |
(3) | On December 3, 2020, the Company completed a private expansion of Series F debentures, at the amount of $93 million par value, carrying an annual coupon of 6.375%, in consideration of $1.29 per $1 par value, amounting to a total consideration of about $120 million. This expansion shall constitute a part of a debenture series previously issued by the Company. The terms of the debentures are identical to the issuance terms of Series F debentures in the first placement thereof. The aggregate principal of Series F debentures following this expansion amounts to about $693 million. The principal of Series F shall be payable in a single payment, to be paid on May 31, 2038. Series F debentures carry an annual coupon of 6.375%, to be paid in semiannual installments, on May 31 and November 30 of each year. |
(4) | In June 2020, the credit rating company Fitch Ratings revised the Company’s rating outlook from “positive” to “stable”, while reaffirming the Company’s international credit rating BBB-. During June 2020, the credit rating agency Standard & Poor’s reaffirmed the Company’s international credit rating, BBB- with a stable rating outlook. Furthermore, Standard & Poor’s Maalot reaffirmed the Company’s local credit rating in Israel, ilAA with a stable rating outlook. |
(5) | On July 2, 2020, the Company engaged in an agreement with the Bank of England, whereby the Company shall be entitled to receive a loan up to an amount of GBP 300 million (about $401 million), carrying an annual interest of SONIA+0.6%. As at December 31, 2020, the Company has borrowed GBP 50 million (about $68 million) that will be repaid on May 18, 2021. |
F. | Credit facilities: |
Issuer | Group of international banks (1) | European bank |
Date of the credit facility | March 2015 | December 2016 |
Date of credit facility termination | March 2025 | May 2024 |
The amount of the credit facility | USD 1,100 million | USD 99 million |
Credit facility has been utilized | - | USD 99 million |
Interest rate | Up to 33% use of the credit: Libor/Euribor + 0.70%. From 33% to 66% use of the credit: Libor/Euribor + 0.80% 66% or more use of the credit: Libor/Euribor + 0.95% | 69 million dollar-Libor + 0.66% 30 million dollar-Libor + 0.80% |
Loan currency type | USD and Euro loans | USD loans |
Pledges and restrictions | Financial covenants - see Section D, a cross-default mechanism and a negative pledge. | Financial covenants - see Section D and a negative pledge. |
Non-utilization fee | 0.21% | 0.00% |
(1) | Some of the banks agreed to extend the maturity of $900 million credit facility from March 2024 to March 2025. As at December 31, 2020, the Company has $1.1 billion of unutilized long-term credit lines. |
G. | Pledges and Restrictions Placed in Respect of Liabilities |
1) | The Group has undertaken various obligations in respect of loans and credit |
2) |
As at December 31, |
As at December 31 | ||
2018 | 2017 | |
$ millions | $ millions |
Employees | 284 | 269 |
Accrued expenses | 85 | 83 |
Governmental (mainly in respect of royalties) (1) | 61 | 67 |
Current tax liabilities | 112 | 88 |
Others | 105 | 88 |
647 | 595 |
As at December 31 | ||
2020 | 2019 | |
$ millions | $ millions |
Employees (1) | 322 | 294 |
Current tax liabilities | 87 | 78 |
Accrued expenses | 76 | 70 |
Governmental (mainly in respect of royalties) | 75 | 67 |
Income received in advance | 17 | 7 |
Derivative designated as an economic hedge | 43 | 8 |
Others | 84 | 63 |
704 | 587 |
(1) | Including post-employment liabilities in the amount of $40 million and $29 million as at December 31, 2020 and 2019 respectively. See note 16. |
A. | Taxation of companies in Israel |
1. | Income tax rate |
2. | Tax benefits under the Israeli Law for the Encouragement of Capital Investments, 1959 (hereinafter – the Encouragement Law) |
A. | Taxation of companies in Israel (cont'd) |
2. | Tax benefits under the Israeli Law for the Encouragement of Capital Investments, 1959 (cont'd) |
1) | Preferred Enterprises located in Development Area A – 7.5%. |
2) | Preferred Enterprises located in the rest of the country – 16%. |
A. | Taxation of companies in Israel (cont'd) |
3. | The Law for the Encouragement of Industry (Taxation), 1969 |
a) | Some of the Company’s Israeli subsidiaries are “Industrial Enterprise”, as defined in the above‑mentioned law. In respect of buildings, machinery and equipment owned and used by any "Industrial Enterprise", the Company is entitled to claim accelerated depreciation as provided by the Income Tax Regulations – Adjustments for Inflation (Depreciation Rates), 1986 which allow accelerated depreciation to any "Industrial Enterprise" as of the tax year in which each asset is first placed in service. |
b) | The Industrial Enterprises owned by some of the Company's Israeli subsidiaries have a common line of production or similar industrial branch activity and, therefore, they file, together with the Company, a consolidated tax return in accordance with Section 23 of the Law for the Encouragement of Industry. Accordingly, each of the said companies is entitled to offset its tax losses against the taxable income of the other companies. |
4. | The Law for Taxation of Profits from Natural Resources |
A. | Taxation of companies in Israel (cont'd) |
4. | The Law for Taxation of Profits from Natural Resources (cont'd) |
1) |
2) |
1) |
2) |
3) | The production and operating costs attributable to a unit of phosphate. |
4. | The Law for Taxation of Profits from Natural Resources (cont'd) |
B. | Taxation of non-Israeli subsidiaries |
Country | Tax rate | Note |
Brazil | 34% | |
Germany | 29% | |
United States | 26% | (1) |
Netherlands | 25% | |
Spain | 25% | |
China | 25% | |
United Kingdom | 19% |
Country | Tax rate | Note |
Brazil | 34% | |
Germany | 29% | |
United States | 26% | (1) |
Netherlands | 25% | (3) |
Spain | 25% | |
China | 25% | |
United Kingdom | 19% | (2) |
(1) | The tax rate different states. |
D. | Tax assessments |
1) | The Company and the main operational companies in Israel (DSW, Rotem, Bromine, DSM, BCL and F&C), along with most of the other companies in Israel, have received final tax assessments up to and including 2011. The main subsidiaries outside of Israel have final tax assessments up to and including 2014. |
2) |
3) | The accepted. |
E. |
E. | Uncertain Tax Position (cont'd) |
F. | Deferred income taxes |
In respect of financial position | In respect of carry forward tax losses | Total | ||||
Depreciable property, plant and equipment and intangible assets | Inventories | Provisions for employee benefits | Other | |||
$ millions |
Balance as at January 1, 2019 | (412) | 26 | 74 | 20 | 117 | (175) |
Changes in 2019: | ||||||
Amounts recorded in the statement of income | (9) | 6 | - | (1) | (63) | (67) |
Amounts recorded to a capital reserve | - | - | 10 | - | - | 10 |
Balance as at December 31, 2019 | (421) | 32 | 84 | 19 | 54 | (232) |
Balance as at January 1, 2020 | ||||||
Amounts recorded in the statement of income | (17) | 6 | 13 | (28) | 60 | 34 |
Amounts recorded to a capital reserve | - | - | (6) | - | (3) | (9) |
Translation differences | (1) | - | 3 | 2 | 4 | 8 |
Balance as at December 31, 2020 | (439) | 38 | 94 | (7) | 115 | (199) |
Balance as at January 1, 2017 | (374) | 45 | 75 | 2 | 99 | (153) |
Changes in 2017: | ||||||
Amounts recorded in the statement of income | 74 | (17) | 1 | 11 | (36) | 33 |
Change in tax rate | 13 | - | - | - | - | 13 |
Amounts recorded to a capital reserve | - | - | 3 | 5 | - | 8 |
Translation differences | (6) | - | 5 | - | 1 | - |
Transfer to the group assets held for sale | 2 | - | - | 1 | - | 3 |
Balance as at December 31, 2017 | (291) | 28 | 84 | 19 | 64 | (96) |
Changes in 2018: | ||||||
Amounts recorded in the statement of income | (123) | (2) | (6) | - | 55 | (76) |
Amounts recorded to a capital reserve | - | - | (3) | 2 | - | (1) |
Translation differences | 2 | - | (1) | (1) | (2) | (2) |
Balance as at December 31, 2018 | (412) | 26 | 74 | 20 | 117 | (175) |
As at December 31 | ||
2020 | 2019 | |
$ millions | $ millions |
As at December 31 | ||
2018 | 2017 | |
$ millions | $ millions |
Euro | 73 | 44 |
British Pound | 17 | 16 |
Israeli Shekels | (280) | (285) |
U.S Dollar | (6) | (1) |
Other | (3) | (6) |
(199) | (232) |
Euro | 22 | 33 |
British Pound | 21 | 22 |
U.S Dollar | (7) | 10 |
Israeli Shekels | (204) | (166) |
Other | (7) | 5 |
(175) | (96) |
For the year ended December 31 | |||
2018 | 2017 | 2016 | |
$ millions | $ millions | $ millions |
Current taxes | 53 | 208 | 68 |
Deferred taxes | 76 | (23) | (45) |
Taxes in respect of prior years | - | (27) | 32 |
129 | 158 | 55 |
G. | Taxes on income included in the income statements |
1. | Composition of income tax expenses (income( |
For the year ended December 31 | |||
2020 | 2019 | 2018 | |
$ millions | $ millions | $ millions |
Current taxes | 70 | 91 | 53 |
Deferred taxes | (43) | 61 | 76 |
Taxes in respect of prior years | (2) | (5) | - |
25 | 147 | 129 |
2. | Theoretical tax |
For the year ended December 31 | |||
2020 | 2019 | 2018 | |
$ millions | $ millions | $ millions |
For the year ended December 31 | |||
2018 | 2017 | 2016 | |
$ millions | $ millions | $ millions |
Income before income taxes, as reported in the statements of income | 49 | 628 | 1,364 |
Statutory tax rate (in Israel) | 23% | 23% | 23% |
Theoretical tax expense | 11 | 144 | 314 |
Add (less) – the tax effect of: | |||
Tax benefits deriving from the Law for Encouragement of Capital Investments net of natural Resources Tax | (6) | (8) | (20) |
Differences deriving from additional deduction and different tax rates applicable to foreign subsidiaries | (4) | (15) | (186) |
Tax on dividend | 2 | 2 | - |
Deductible temporary differences (including carryforward losses) for which deferred taxes assets were not recorded and non–deductible expenses | 14 | 17 | 24 |
Taxes in respect of prior years | (2) | (5) | - |
Differences in measurement basis (mainly ILS/USD) | 10 | 15 | (11) |
Other differences | - | (3) | 8 |
Taxes on income included in the income statements | 25 | 147 | 129 |
Income (loss) before income taxes, as reported in the statements of income | 1,364 | 505 | (117) |
Statutory tax rate (in Israel) | 23% | 24% | 25% |
Theoretical tax expense (income) | 314 | 121 | (29) |
Add (less) – the tax effect of: | |||
Tax benefits deriving from the Law for Encouragement of Capital Investments net of natural Resources Tax | (20) | (4) | (3) |
Differences deriving from additional deduction and different tax rates applicable to foreign subsidiaries (1) | (186) | 23 | (38) |
Income taxes from intercompany dividend distribution | - | 18 | - |
Deductible temporary differences for which deferred taxes assets were not recorded and non–deductible expenses | 24 | 15 | 135 |
Taxes in respect of prior years | - | (27) | 32 |
Impact of change in tax rates | - | (13) | (32) |
Differences in measurement basis (mainly ILS vs USD) | (11) | 18 | 1 |
Other differences | 8 | 7 | (11) |
Taxes on income included in the income statements | 129 | 158 | 55 |
For the year ended December 31 | |||
2018 | 2017 | 2016 | |
$ millions | $ millions | $ millions |
Tax recorded in other comprehensive income | |||
Actuarial gains from defined benefit plan | (3) | 3 | 8 |
Change in investments at fair value through other comprehensive income | - | 5 | (5) |
Taxes in respect of exchange rate differences on equity loan to a subsidiary included in translation adjustment | 2 | (5) | (1) |
Total | (1) | 3 | 2 |
H. | Taxes on income relating to items recorded in equity |
For the year ended December 31 | |||
2020 | 2019 | 2018 | |
$ millions | $ millions | $ millions |
Tax recorded in other comprehensive income | |||
Actuarial gains from defined benefit plan | (6) | 10 | (3) |
Change in investments at fair value through other comprehensive income | - | (1) | - |
Taxes in respect of exchange rate differences on equity loan to a subsidiary included in translation adjustment | (3) | 1 | 2 |
Total | (9) | 10 | (1) |
A. | Composition |
As at December 31 | ||
2020 | 2019 | |
$ millions | $ millions |
As at December 31 | ||
2018 | 2017 | |
$ millions | $ millions |
Fair value of plan assets | 629 | ��583 |
Termination benefits | (158) | (105) |
Defined benefit obligation | (1,075) | (1,004) |
(604) | (526) |
Fair value of plan assets | 518 | 631 |
Termination benefits | (111) | (142) |
Defined benefit obligation | (860) | (1,068) |
(453) | (579) |
As at December 31 | ||
2020 | 2019 | |
$ millions | $ millions |
As at December 31 | ||
2018 | 2017 | |
$ millions | $ millions |
Equity instruments | ||||
With quoted market price | 200 | 197 | 224 | 237 |
Without quoted market price | 40 | 10 | ||
264 | 247 | |||
Debt instruments | ||||
With quoted market price | 164 | 179 | 334 | 307 |
Without quoted market price | 119 | 145 | 3 | 1 |
283 | 324 | 337 | 308 | |
Deposits with insurance companies | 35 | 110 | 28 | 28 |
518 | 631 | 629 | 583 |
B. | Severance Pay |
1. | Israeli companies |
C. | Pension and Early Retirement |
1) | Some of the Group’s employees in and outside of Israel |
2) |
3) | In |
D. | Post-employment retirement benefits |
E. | Movement in net defined benefit obligation and in its components: |
Fair value of plan assets | Defined benefit obligation | Defined benefit obligation, net | ||||
2020 | 2019 | 2020 | 2019 | 2020 | 2019 | |
$ millions | $ millions | $ millions | $ millions | $ millions | $ millions |
Fair value of plan assets | Defined benefit obligation | Defined benefit obligation, net | ||||
2018 | 2017 | 2018 | 2017 | 2018 | 2017 | |
$ millions | $ millions | $ millions | $ millions | $ millions | $ millions |
Balance as at January 1 | 631 | 552 | (1,068) | (934) | (437) | (382) | 583 | 518 | (1,004) | (860) | (421) | (342) |
Income (costs) included in profit or loss: | ||||||||||||
Current service costs | - | - | (24) | (24) | (24) | (24) | - | - | (22) | (21) | (22) | (21) |
Interest income (costs) | 14 | 17 | (26) | (29) | (12) | (12) | ||||||
Interest income (expenses) | 5 | 15 | (14) | (27) | (9) | (12) | ||||||
Past service cost | - | - | 7 | - | 7 | - | - | - | 11 | 5 | 11 | 5 |
Effect of movements in exchange rates, net | (17) | 23 | 37 | (39) | 20 | (16) | 16 | 17 | (34) | (31) | (18) | (14) |
Included in other comprehensive income: | ||||||||||||
Actuarial gains (losses) deriving from changes in financial assumptions | - | - | 71 | (42) | 71 | (42) | ||||||
Other actuarial gains (losses) | (15) | 25 | - | - | (15) | 25 | ||||||
Change in respect to translation differences, net | (19) | 36 | 21 | (65) | 2 | (29) | ||||||
Actuarial losses deriving from changes in financial assumptions | - | - | (24) | (121) | (24) | (121) | ||||||
Other actuarial gains | 9 | 46 | - | - | 9 | 46 | ||||||
Change with respect to translation differences, net | 18 | 9 | (32) | (4) | (14) | 5 | ||||||
Other movements: | ||||||||||||
Benefits paid | (38) | (36) | 73 | 64 | 35 | 28 | ||||||
Conversion to defined contribution plans | (49) | - | 49 | - | - | - | ||||||
Transferred to assets held for sale | - | - | - | 1 | - | 1 | ||||||
Benefits received (paid) | (6) | (32) | 44 | 55 | 38 | 23 | ||||||
Employer contribution | 11 | 14 | - | - | 11 | 14 | 4 | 10 | - | - | 4 | 10 |
Balance as at December 31 | 518 | 631 | (860) | (1,068) | (342) | (437) | 629 | 583 | (1,075) | (1,004) | (446) | (421) |
F. | Actuarial assumptions |
For the year ended December 31 | |||
2020 | 2019 | 2018 | |
% | % | % |
For the year ended December 31 | |||
2018 | 2017 | 2016 | |
% | % | % |
Discount rate as at December 31 | 3.0 | 2.7 | 2.9 | 1.7 | 2.1 | 3.0 |
Future salary increases | 3.3 | 3.2 | 2.6 | 3.4 | 3.2 | 3.3 |
Future pension increase | 2.2 | 2.2 | 2.0 | 2.1 | 2.2 |
G. | Sensitivity analysis |
December | ||||
Decrease 10% | Decrease 5% | Increase 5% | Increase 10% | |
$ millions | $ millions | $ millions | $ millions |
Significant actuarial assumptions | ||||
Salary increase | (19) | (10) | 10 | 19 |
Discount rate | 22 | 11 | (11) | (22) |
Mortality table | 26 | 13 | (13) | (26) |
Significant actuarial assumptions | ||||
Salary increase | 18 | 9 | (9) | (18) |
Discount rate | (32) | (16) | 16 | 32 |
Mortality table | (17) | (9) | 9 | 17 |
H. | The Effect of the plans on the Group's future cash flows |
I. | Long-term incentive plan |
Site restoration and | Legal claims (2) | Other (3) | Total | |
$ millions | $ millions | $ millions | $ millions |
Balance as at January 1, 2020 | 202 | 10 | 32 | 244 |
Provisions recorded during the period | 79 | - | 5 | 84 |
Provisions reversed during the period | (1) | - | (3) | (4) |
Payments during the period | (12) | (1) | (2) | (15) |
Translation differences | 11 | 1 | - | 12 |
Balance as at December 31, 2020 | 279 | 10 | 32 | 321 |
Balance as at January 1, 2018 | 194 | 28 | 49 | 271 |
Provisions recorded during the period (1) | 25 | 2 | - | 27 |
Provisions reversed during the period | (3) | - | (6) | (9) |
Payments during the period | (6) | (11) | - | (17) |
Translation differences | (5) | (1) | - | (6) |
Balance as at December 31, 2018 | 205 | 18 | 43 | 266 |
(1) |
a. | Spain – In June 2018, a new restoration plan for Suria and Sallent sites, which included a plan for handling the salt piles and dismantling of facilities, was approved. The restoration plan for the Suria site is scheduled to run up to 2094, whereas for the Sallent site up to 2070. |
b. | Rotem Israel – as at December 31, 2020, according to the Company's estimation, the provision for the restoration of the mining sites, considering Rotem Israel's operation, amounted to $78 million. The provision is measured based on the present value of the cash flows, which are based on assessing the future expense required for the restoration of the mining sites. The actual costs that may be required may differ, even substantially, from the current provision, as a result of the inherent complexity of such estimation, the Company's future decisions regarding the facilities, and regulatory requirements. |
c. | Bromine Israel (Neot Hovav) – pursuant to the Ministry of Environmental Protection, the Company is required to treat both solid waste of past periods which is stored in a designated defined area on the site's premises, and currently-produced waste created during the ongoing production processes in the plant. Waste treatment is partly conducted through a hydro-bromine acid recovering facility (BRU), operated by the Company. Part of the waste is sent for external designated treatment. As at December 31, 2020, the provision for prior periods waste treatment amounted to about $50 million. In the Company's estimation, based on the information currently available to it, the provision included in its financial statements covers the estimated cost for treating prior periods waste. |
(2) | In 2016, a court decision was received, which determined that ICL Iberia bears responsibility for contamination of the water in certain wells in the Suria and Sallent sites (due to an over concentration of salt). In 2018, claims were received from several owners of the land surrounding the wells, whereby ICL Iberia is required to compensate them for their damages in the aggregate amount of $22 million. Having examined the claimants' allegations, the Company estimated that it is more likely than not that it would be required to compensate the owners in the amount of up to $4 million. The provision in the Company's books reflects this estimate. |
(3) | In 2017, the Israeli Water Law was amended, according to which saline water of the kind produced by Dead Sea plants in the Company's water drilling is charged with water fees. Accordingly, the Company received a charge from the Water Authority in the amount of $31 million for water drawn from all its drillings, including in the concession area between the years 2018-2020. The Company submitted its appeal to the Water Authority, objecting to the charges relating to water drilling within the concession area, which constitutes about 65% of the total charge. It is the Company's view, that such charges should not apply to water drilling within the Dead Sea concession area, for various reasons, most notably the provisions of the Concession Law. The Company believes it is more likely than not that the charges will not apply to the water drilling within the concession area. The Company has a sufficient provision in its books, in immaterial amounts, for the drilling of water outside the concession area. |
A. | Commitments |
(1) | Several of the Group’s subsidiaries have entered into agreements with suppliers for the purchase of raw materials and energy in the ordinary course of business, for various periods ending on December 31, |
(2) | Several of the Group’s subsidiaries have entered into agreements with suppliers for the acquisition of property, plant and equipment. As at December 31, |
(3) | In |
(4) | In 2017, |
(5) |
A. | Commitments (cont'd) |
(5) | (Cont'd) |
In June 2020, the Company entered into a long-term lease agreement with a third party, according to which ICL will lease an office building in Be'er Sheva Israel for a period of 15 years, with a 10-year extension option, at an annual rent of NIS 11 million ($3 million). The lease period is expected to commence in 2024 (at the end of the construction period). |
(7) | The Articles of Association of the Company and its Israeli subsidiaries include provisions that permit exemption, indemnification and insurance of the liability of officers, all in accordance with the provisions of the |
A. | Commitments (cont'd) |
(7) | (Cont'd) |
B. | Concessions |
(1) | Dead Sea Works Ltd. (hereinafter – DSW) |
B. | Concessions (cont'd) |
(1) | Dead Sea Works Ltd. (hereinafter – DSW) (cont'd) |
B. | Concessions (cont'd) |
(1) | Dead Sea Works Ltd. (hereinafter – DSW) (cont'd) |
(2) | Rotem Amfert |
a) | Rotem Field (including the Hatrurim Field) – valid up to the end of 2021. |
b) | Zafir Field (Oron‑Zin) – valid up to the end of 2021. |
B. | Concessions (cont'd) |
(2) | Rotem Amfert Israel (hereinafter – “Rotem Israel”) (cont'd) |
B. | Concessions (cont'd) |
(2) | Rotem Amfert Israel (hereinafter – “Rotem Israel”) (cont'd) |
B. | Concessions (cont'd) |
(2) | Rotem Amfert Israel (hereinafter – “Rotem Israel”) (cont'd) |
B. | Concessions (cont'd) |
(3) | Spain |
B. | Concessions (cont'd) |
(4) | United Kingdom |
A. | The mining rights of a subsidiary in the United Kingdom (hereinafter – ICL Boulby), are based on approximately 114 mining leases and licenses for extracting various minerals, in addition to numerous easements and rights of way from private owners of land under which ICL Boulby operates, and mining rights under the North Sea granted by the British Crown (Crown Estates) |
B. | A UK subsidiary |
(5) | China |
B. | Concessions (cont'd) |
(5) | China (cont'd) |
C. | Contingent liabilities |
(1) | Ecology |
A. | In September 2020, an application for a class action was filed to the district court in Beer Sheva, Israel, against the Company, the Company's subsidiary Rotem Israel and certain Company's present and past office holders, by a number of local residents in the Arava region in the south of Israel (hereinafter – the Applicants). The Applicants claim that discharge, leakage and seepage of sewage from ICL's Zin site, allegedly caused various environmental hazards to the Zin stream, which resulted in damage to various groups in the population of Israel, including: the Israeli public whose property is Zin stream; those who avoided visiting Zin stream due to the environmental hazards; visitors of Zin stream who were exposed to the aforementioned hazards and the residents of the area near Zin stream who were affected by the hazards. Accordingly, the Applicants request several remedies, including restitution and compensation for the damage that they claim was caused to the various groups in a minimum amount of NIS 3 billion (approximately $933 million), the majority of which relates to compensation for claimed consequential damages. In December 2020, the Company filed a request for dismissal the application for approval with respect to the proprietary causes cited, which constitute the main portion of the claimed damage. In January 2021, the court decided to discuss and rule on the Company's motion for dismissal as part of the resolution request for approval. Considering the preliminary stage of the proceeding and lack of precedents of such cases in Israel, there is a difficulty in estimating its outcome. No provision has been recorded in the Company's books. |
B. | In July 2019, an application for approval of a claim as a class action was submitted to the Jerusalem District Court by an Israeli environmental association (hereafter - the Applicant) against 30 defendants, including Fertilizers and Chemicals Ltd., a subsidiary of the Company (hereinafter – the Respondents). The application includes claims relating to air pollution in Haifa Bay (located in northern Israel) and to alleged illness therefrom to the population of the said area. |
C. | Contingent liabilities (cont'd) |
(1) | Ecology (cont'd) |
C. |
D. | In March 2018, an application for certification of a claim as a class action was filed with the District Court in Be’er Sheva by two groups: the first class constituting the entire public in the State of Israel and the |
E. | In connection with the 2017 event of the partial collapse of a dyke in Pond 3, which is used for accumulation of phosphogypsum fluid that is created as part of the production processes in Rotem Israel plants in Israel. To the best of the Company's knowledge, as at the reporting date, the criminal investigation of the event is still underway. The Company is committed to environmental protection, and for years has worked closely with the Israeli environmental protection authorities to maintain the Negev’s nature in the area of its facilities. Several applications for certification of claims as class actions were filed against the Company contending, among other things, that the Company should bear the restoration costs in the long‑term (see item E below). |
C. | Contingent liabilities (cont'd) |
(1) | Ecology (cont'd) |
F. | In July and August 2017, three applications for certification of claims as class actions were filed against the Company, as a result of a partial collapse of the dyke in the evaporation pond of Rotem Amfert Israel, which caused contamination of the Ashalim Stream and its surrounding area. The claimants contend that the Company breached various provisions of environmental laws, including, the provisions of the Law for Prevention of Environmental Hazards, the Water Law, provisions of the Torts Ordinance, a breach of statutory duty and negligence. In the framework of the first application, the Court was requested to instruct the Company to rectify the harm caused as a result of its omissions, in order to prevent recurrence of the damage caused as well as to grant a monetary remedy for non‑pecuniary damages. The monetary remedy was not defined, however, according to the claimants, the amount of the personal claim is NIS 1,000 ($311) for each resident of the State of Israel, which totals approximately 8.68 million persons. |
C. | Contingent liabilities (cont'd) |
(1) | Ecology (cont'd) |
E. | (Cont'd) |
In |
(2) | Increase in the level of the evaporation Pond |
C. | Contingent liabilities (cont'd) |
(2) | Increase in the level of Pond 5 (hereinafter – the Pond) (cont'd) |
(3) | In connection with a principle agreement with a construction contractor, Abengoa, to establish a cogeneration station (EPC) in Sodom Israel, in light of the continued violations by Abengoa and the financial disputes between the parties, the Company notified it of the cancellation of the agreement and the initiation of an arbitration proceeding in accordance with the provisions of the agreement. |
C. | Contingent liabilities (cont'd) |
(3) | (cont'd) |
A. | The subsidiary in Spain (hereinafter – ICL Iberia) |
B. | As part of the arbitration proceeding conducted between a Spanish subsidiary and Akzo Nobel Industrial Chemicals B.V. (currently - Nobian), concerning the termination of the partnership agreement between them, in May 2019, Nobian submitted a statement of claim to the |
C. | Contingent liabilities (cont'd) |
(5) | In connection with the Harmonization Project (one global ERP system), which was discontinued in 2016 by the Company's Board of Directors decision, in December 2018 the Company filed a lawsuit in the Tel Aviv District Court, against IBM Israel, the leading project provider (hereinafter – IBM), in the amount of |
In December 2018, an application for certification of a class action was filed with the Tel Aviv District Court against the Company, Israel Corporation, and office holders, including directors who held office during the said dates which are stated in the application, with respect to the manner in which the IT (the Harmonization) project was managed and terminated. According to the allegations made in the Application, the Company failed to properly report negative developments which occurred on certain dates during the said IT project, |
C. | Contingent liabilities (cont'd) |
In July 2018, an application for certification of a class action was filed with the Central District Court against the Company and its subsidiaries, Rotem Amfert |
C. | Contingent liabilities (cont'd) |
(cont'd) |
(9) |
In addition to the contingent liabilities, as stated above, as at the reporting date, the contingent liabilities regarding the matters of environmental protection and legal claims, which are pending against the Group, are in immaterial amounts. It is noted that part of the above claims is covered by insurance. According to the Company’s estimation, the provisions recognized in its financial statements are sufficient. |
A. | Composition: |
As at December 31, | As at December 31, | |||
Authorized | Issued and paid | Authorized | Issued and paid |
Number of Ordinary shares of Israeli Shekel 1 par value (in millions) | 1,485 | * 1,305 | 1,485 | * 1,303 | 1,485 | * 1,305 | 1,485 | * 1,305 |
Number of Special State share of Israeli Shekel 1 par value | 1 | 1 | 1 | 1 | 1 | 1 |
Number of Outstanding Shares (in millions) |
As at January 1, | |
Issuance of shares | |
As at December 31, | |
Issuance of shares | |
As at December 31, | 1,305 |
B. | Rights conferred by the shares |
1. | The ordinary shares |
2. | The Special State of Israel Share, held by the State of Israel in order to |
- | Sale or transfer of Company assets, which are |
- | Voluntary liquidation, change or reorganization of the organizational structure of ICL or merger (excluding mergers of entities controlled by ICL, directly or indirectly, that would not impair the rights or power of the Government, as holder of the Special State Share). |
- | Any acquisition or holding of 14% or more of the issued share capital of ICL. |
- | The acquisition or holding of 25% or more of the issued share capital of ICL (including augmentation of an existing holding up to 25%), even if there was previously an understanding regarding a holding of less than 25%. |
- | Any percentage of holding of the Company’s shares, which |
B. | Rights conferred by the shares (cont'd) |
C. | Share-based payments |
Grant date | Employees entitled | Number of instruments (thousands) | Issuance's details | Instrument terms | Vesting conditions | Expiration date |
August 6, 2014 | Officers and senior employees | 3,993 | An issuance of non-marketable and non-transferrable options, for no consideration, under the 2014 Equity Compensation | Upon exercise, each option may be converted into one ordinary share of NIS 1 par value of the Company. In case | 3 equal tranches: (1) (2) (3) | Two years from the vesting date. |
December 11, 2014 | Former CEO | 367 | ||||
May 12, 2015 | Officers and senior employees | 6,729 | Upon exercise, each option may be converted into one ordinary share of NIS 1 par value of the Company. | 3 equal tranches: (1) one third at the end of 12 months after the grant date (2) one third at the end of 24 months after the grant date (3) one third at the end of 36 months after the grant date | The first and second tranches is at the end of 36 months after the grant date for the third tranche is at the end of 48 months after the grant date. | |
June 29, 2015 | Former CEO | 530 | ||||
Former chairman of BOD | 404 | |||||
June 30, 2016 | Officers and senior employees | 3,035 | June 30, 2023 | |||
September 5, 2016 | Former chairman of BOD | 186 | ||||
February 14, 2017 | Former CEO | 114 | February 14, 2024 | |||
June 20, 2017 | Officers and senior employees | 6,868 | June 20, 2024 | |||
August 2, 2017 | Former chairman of BOD | 165 |
C. | Share-based payments (cont'd) |
1. | Non-marketable options (cont'd) |
Grant date | Employees entitled | Number of instruments (thousands) | Issuance's details | Instrument terms | Vesting conditions | Expiration date |
March 6, 2018 | Officers and senior employees | 5,554 | An issuance of non-marketable and non-transferrable options, for no consideration, under the 2014 Equity Compensation Plan. | |
Upon exercise, each option may be converted into one ordinary share of NIS 1 par value of the Company. | 3 equal tranches: (1) one third at the end of 12 months after the grant date (2) one third at the end of 24 months after the grant date (3) one third at the end of 36 months after the grant date | March 6, 2025 | ||||
May 14, 2018 | CEO | 385 | May 14, 2025 | |||
August 20, 2018 | 403 | August 20, 2025 | ||||
April 15, 2019 | Officers and senior manager | 13,242 | 2 equal tranches: (1) half at the end of 24 months after the grant date. (2) half at the end of 36 months after the grant date. | 5 years after the grant date | ||
June 27, 2019 | CEO | 3,512 | ||||
May 29, 2019 * | Chairman of BOD | 2,169 | 2 equal tranches: (1) half at the end of 24 months after the issuance date. (2) half at the end of 36 months after the issuance date. | 5 years after the issuance date |
* | The options were issued upon Mr. Doppelt's entry into office on July 1, 2019. |
C. | Share-based payments (cont'd) |
1. | Non-marketable options (cont'd) |
2014 Plan | ||||||
Granted 2014 | Granted 2015 | Granted 2016 | Granted 2017 | Granted 2018 | Granted 2019 |
Share price (in $) | 8.2 | 7.0 | 3.9 | 4.5 | 4.4 | 5.4 |
CPI-linked exercise price (in $) | 8.4 | 7.2 | 4.3 | 4.3 | 4.3 | 5.3 |
Expected volatility: | ||||||
First tranche | 29.40% | 25.40% | 30.51% | 31.88% | 28.86% | 27.85% |
Second tranche | 31.20% | 25.40% | 30.51% | 31.88% | 28.86% | 27.85% |
Third tranche | 40.80% | 28.80% | 30.51% | 31.88% | 28.86% | 27.85% |
Expected life of options (in years): | ||||||
First tranche | 4.3 | 3.0 | 7.0 | 7.0 | 7.0 | 4.4 |
Second tranche | 5.3 | 3.0 | 7.0 | 7.0 | 7.0 | 4.4 |
Third tranche | 6.3 | 4.0 | 7.0 | 7.0 | 7.0 | 4.4 |
Risk-free interest rate: | ||||||
First tranche | (0.17)% | (1.00)% | 0.01% | 0.37% | 0.03% | (0.67)% |
Second tranche | 0.05% | (1.00)% | 0.01% | 0.37% | 0.03% | (0.67)% |
Third tranche | 0.24% | (0.88)% | 0.01% | 0.37% | 0.03% | (0.67)% |
Fair value (in $ millions) | 8.4 | 9.0 | 4.0 | 11.3 | 8.8 | 7.5 |
Weighted average grant date fair value per option (in $) | 1.9 | 1.2 | 1.1 | 1.6 | 1.4 | 1.2 |
Share price (in $) | 8.2 | 7.0 | 3.9 | 4.5 | 4.4 |
CPI-linked exercise price (in $) | 8.4 | 7.2 | 4.3 | 4.3 | 4.3 |
Expected volatility: | |||||
First tranche | 29.40% | 25.40% | 30.51% | 31.88% | 28.86% |
Second tranche | 31.20% | 25.40% | 30.51% | 31.88% | 28.86% |
Third tranche | 40.80% | 28.80% | 30.51% | 31.88% | 28.86% |
Expected life of options (in years): | |||||
First tranche | 4.3 | 3.0 | 7.0 | 7.0 | 7.0 |
Second tranche | 5.3 | 3.0 | 7.0 | 7.0 | 7.0 |
Third tranche | 6.3 | 4.0 | 7.0 | 7.0 | 7.0 |
Risk-free interest rate: | |||||
First tranche | (0.17)% | (1.00)% | 0.01% | 0.37% | 0.03% |
Second tranche | 0.05% | (1.00)% | 0.01% | 0.37% | 0.03% |
Third tranche | 0.24% | (0.88)% | 0.01% | 0.37% | 0.03% |
Fair value (in $ millions) | 8.4 | 9.0 | 4.0 | 11.3 | 8.8 |
Weighted average grant date fair value per option (in $) | 1.9 | 1.2 | 1.1 | 1.6 | 1.4 |
C. | Share-based payments (cont'd) |
1. | Non-marketable options (cont'd) |
Number of options (in millions) | |
2014 Plan |
Balance as at January 1, | |
Movement in 2019: | |
Granted during the year | |
Expired during the year | (3) |
Forfeited during the year | |
Exercised during the year | (1) |
Total options outstanding as at December 31, | 30 |
Movement in 2020: | |
Expired during the year | (2) |
Exercised during the year | (1) |
Total options outstanding as at December 31, | 27 |
C. | Share-based payments (cont'd) |
1. | Non-marketable options (cont'd) |
December 31, 2020 | December 31, 2019 | December 31, 2018 |
Granted 2014 US Dollar | 6.77 | 7.43 | 6.81 | - | 7.15 | 6.77 |
Granted 2015 US Dollar | 6.92 | 7.59 | 6.95 | - | - | 6.92 |
Granted 2016 US Dollar | 4.21 | 4.68 | 4.35 | 4.56 | 4.36 | 4.21 |
Granted 2017 US Dollar | 3.89 | 4.35 | - | 4.17 | 4.01 | 3.89 |
Granted 2018 US Dollar | 3.89 | - | 4.12 | 3.99 | 3.89 | |
Granted 2019 US Dollar | 5.66 | 5.42 | - |
December 31, 2020 | December 31, 2019 | December 31, 2018 |
Number of options exercisable (In Millions) | 11 | 12 | 10 | 11 | 12 | 11 |
Weighted average exercise price in Israeli Shekel | 18.53 | 22.56 | 30.49 | 13.89 | 15.19 | 18.53 |
Weighted average exercise price in US Dollar | 4.94 | 6.51 | 7.93 | 4.32 | 4.40 | 4.94 |
December 31, 2020 | December 31, 2019 | December 31, 2018 |
Range of exercise price in Israeli Shekel | 13.15-18.32 | 13.55-24.71 | 14.26-25.93 | ||
Range of exercise price in US Dollar | 4.09-5.70 | 3.92-7.15 | 3.81-6.92 |
December 31, 2020 | December 31, 2019 | December 31, 2018 |
Average remaining contractual life | 3.58 | 3.85 | 3.90 |
C. | Share-based payments (cont'd) |
2. | Restricted shares |
Grant date | Employees entitled | Number of instruments (thousands) | Vesting conditions (*) | Instrument terms | Additional Information | Fair value at the grant date (Million) |
August 6, 2014 | Officers and senior employees | 922 | 3 equal tranches: (1) one third on December 1, 2016 (2) one third on December 1, 2017 (3) one third on December 1, 2018 | An issuance for no consideration, under the 2014 Equity Compensation Plan. | The value of the restricted shares was determined according to the closing price on the TASE on the most recent trading day preceding the grant date (the approval date of the BOD and/or the date of the approval of the General Meeting where required). | 7.6 |
February 26, 2015 | ICL’s Directors (excluding ICL's CEO) | 99 | 3 tranches: (1) 50% will vest August 28, 2015 (2) 25% will vest February 26, 2017 (3) 25% will vest February 26, 2018 | 0.7 | ||
May 12, 2015 | Officers and senior employees | 1,194 | 3 equal tranches: (1) one third at the end of 12 months after the grant date (2) one third at the end of 24 months after the grant date (3) one third at the end of 36 months after the grant date | 8.8 | ||
June 29, 2015 | Former chairman of the BOD | 68 | ||||
December 23, 2015 | ICL’s Directors (excluding ICL's CEO & Chairman of the BOD) | 121 | 3 equal tranches: (1) one third on December 23, 2016 (2) one third on December 23, 2017 (3) one third on December 23, 2018 | 0.5 | ||
June 30, 2016 | Officers and senior employees | 990 | 3 equal tranches: (1) one third at the end of 12 months after the grant date (2) one third at the end of 24 months after the grant date (3) one third at the end of 36 months after the grant date | 4.1 | ||
September 5, 2016 | Former chairman of BOD | 55 |
August 6, 2014 | Officers and senior employees | 922 | 3 equal tranches: (1) One third on December 1, 2016 (2) One third on December 1, 2017 (3) One third on December 1, 2018 | An issuance for no consideration, under the 2014 Equity Compensation Plan, to 450 ICL officers and senior employees in Israel and overseas. | The value of the restricted shares was determined according to the closing price on the TASE on the most recent trading day preceding the grant date (the date approval of the BOD and/or the date of the approval of the General Meeting where required). | 8.4 |
December 11, 2014 | Former CEO | 86 | An issuance for no consideration, under the 2014 Equity Compensation Plan. | |||
February 26, 2015 | ICL’s Directors (excluding ICL's CEO) | 99 | 3 tranches: (1) 50% will vest August 28, 2015 (2) 25% will vest February 26, 2017 (3) 25% will vest February 26, 2018 | An issuance for no consideration, under the 2014 Equity Compensation Plan, to 11 ICL Directors. | 0.7 | |
May 12, 2015 | Officers and senior employees | 1,194 | 3 equal tranches: (1) one third at the end of 12 months after the grant date (2) one third at the end of 24 months after the grant date (3) one third at the end of 36 months after the grant date | An issuance for no consideration, under the 2014 Equity Compensation Plan, to 550 ICL officers and senior employees in Israel and overseas. | 9.7 | |
June 29, 2015 | Former CEO | 90 | An issuance for no consideration, under the 2014 Equity Compensation Plan. | |||
Former Chairman of the BOD | 68 | |||||
December 23, 2015 | ICL’s Directors (excluding ICL's CEO & Chairman of the BOD) | 121 | 3 equal tranches: (1) One third on December 23, 2016 (2) One third on December 23, 2017 (3) One third on December 23, 2018 | An issuance for no consideration, under the 2014 Equity Compensation Plan, to 8 ICL Directors. | 0.5 |
June 30, 2016 | Officers and senior employees | 990 | 3 equal tranches: (1) one third at the end of 12 months after the grant date (2) one third at the end of 24 months after the grant date (3) one third at the end of 36 months after the grant date | An issuance for no consideration, under the 2014 Equity Compensation Plan, to 90 ICL officers and senior employees in Israel and overseas. | The value of the restricted shares was determined according to the closing price on the TASE on the most recent trading day preceding the grant date (the date approval of the BOD and/or the date of the approval of the General Meeting where required). | 4.8 |
September 5, 2016 | Chairman of the BOD | 55 | An issuance for no consideration, under the 2014 Equity Compensation Plan. | |||
Former CEO | 185 | |||||
January 3, 2017 | ICL’s Directors (excluding ICL's Chairman of the BOD) | 146 | An issuance for no consideration, under the 2014 Equity Compensation Plan, to 8 ICL Directors. The value includes a reduction of 5% from the value of the equity compensation, pursuant to the decision of the directors in March 2016, to reduce their annual compensation for 2016 and 2017. | 0.6 | ||
February 14, 2017 | Former CEO | 38 | An issuance for no consideration, under the 2014 Equity Compensation Plan. | 0.2 | ||
June 20, 2017 | Officers and Senior employees | 2,211 | An issuance for no consideration, under the 2014 Equity Compensation Plan, to 494 ICL officers and senior employees in Israel and overseas. | 10 | ||
August 2, 2017 | Chairman of BOD | 53 | An issuance for no consideration, under the 2014 Equity Compensation Plan. | 0.3 | ||
January 10, 2018 | ICL’s Directors (excluding ICL's CEO & Chairman of the BOD) | 137 | An issuance for no consideration, under the 2014 Equity Compensation Plan, to 7 ICL Directors. | 0.6 |
C. | Share-based payments (cont'd) |
Restricted shares (cont’d) |
Grant date | Employees entitled | Number of instruments (thousands) | Vesting conditions (*) | Instrument terms | Additional Information | Fair value at the grant date (Million) |
January 3, 2017 | ICL’s Directors (excluding ICL's Chairman of the BOD) | 146 | 3 equal tranches: (1) one third at the end of 12 months after the grant date (2) one third at the end of 24 months after the grant date (3) one third at the end of 36 months after the grant date | An issuance for no consideration, under the 2014 Equity Compensation Plan. The value includes a reduction of 5% from the value of the equity compensation, pursuant to the decision of the directors in March 2016, to reduce their annual compensation for 2016 and 2017. | The value of the restricted shares was determined according to the closing price on the TASE on the most recent trading day preceding the grant date (the approval date of the BOD and/or the date of the approval of the General Meeting where required). | 0.6 |
February 14, 2017 | Former CEO | 38 | An issuance for no consideration, under the 2014 Equity Compensation Plan. | 0.2 | ||
June 20, 2017 | Officers and Senior employees | 2,211 | 10 | |||
August 2, 2017 | Former chairman of BOD | 53 | 0.3 | |||
January 10, 2018 | ICL’s Directors (excluding ICL's CEO & Chairman of the BOD) | 137 | 0.6 | |||
March 6, 2018 | Officers and senior employees | 1,726 | 8 | |||
May 14, 2018 | CEO | 121 | 0.6 | |||
August 20, 2018 | Former chairman of BOD | 47 | 0.2 | |||
ICL’s Directors (excluding ICL's CEO & Chairman of the BOD) | 88 | Acceleration at January 2019. | 0.4 | |||
April 23, 2020 | ICL’s Directors (excluding directors who are officers or directors of Israel Corporation Ltd.) | 177 | 3 equal tranches: (1) one third on January 1, 2021 (2) one third on January 1, 2022 (3) one third on January 1,2023 | An issuance for no consideration, under the amended 2014 Equity Compensation Plan. | The value of the restricted shares was determined according to the closing price on the TASE on the most recent trading day preceding the Grant Date (the approval date of the annual General Meeting of shareholders). | 0.6 |
March 6, 2018 | Officers and senior employees | 1,726 | 3 equal tranches: (1) one third at the end of 12 months after the grant date (2) one third at the end of 24 months after the grant date (3) one third at the end of 36 months after the grant date | An issuance for no consideration, under the 2014 Equity Compensation Plan (as amended). | The value of the restricted shares was determined according to the closing price on the TASE on the most recent trading day preceding the grant date (the date approval of the BOD and/or the date of the approval of the General Meeting where required). | 8 |
May 14, 2018 | CEO | 121 | 0.6 | |||
August 20, 2018 | Chairman of BOD | 47 | 0.2 | |||
ICL’s Directors (excluding ICL's CEO & Chairman of the BOD) | 88 | Acceleration at January 2019. | 0.4 |
C. | Share-based payments (cont'd) |
2. | Restricted shares (cont’d) |
D. | Dividends distributed to the Company's Shareholders |
Board of Directors decision date to distribute the dividend | Actual date of distribution of the dividend | Gross amount of the dividend distributed (in millions of $) | Net amount of the distribution (net of the subsidiary’s share) (in millions of $) | Amount of the dividend per share (in $) |
March 15, 2016 | April 18, 2016 | 67 | 67 | 0.05 |
May 17, 2016 | June 22, 2016 | 35 | 35 | 0.03 |
August 9, 2016 | September 27, 2016 | 60 | 60 | 0.05 |
November 22, 2016 | January 4, 2017 | 60 | 60 | 0.05 |
February 14, 2017 | April 4, 2017 | 57 | 57 | 0.04 |
May 9, 2017 | June 20, 2017 | 34 | 32 | 0.03 |
August 2, 2017 | September 13, 2017 | 32 | 32 | 0.02 |
November 7, 2017 | December 20, 2017 | 57 | 56 | 0.04 |
February 13, 2018 | March 14, 2018 | 70 | 69 | 0.05 |
May 10, 2018 | June 20, 2018 | 52 | 51 | 0.04 |
July 31, 2018 | September 4, 2018 | 56 | 56 | 0.04 |
October 31, 2018 | December 19, 2018 | 66 | 65 | 0.05 |
February 5, 2019 (after the reporting date)* | March 13, 2019 | 62 | 61 | 0.05 |
February 13, 2018 | March 14, 2018 | 70 | 69 | 0.05 |
May 10, 2018 | June 20, 2018 | 52 | 51 | 0.04 |
July 31, 2018 | September 4, 2018 | 56 | 56 | 0.04 |
October 31, 2018 | December 19, 2018 | 66 | 65 | 0.05 |
Total 2018 | 244 | 241 | 0.18 | |
February 5, 2019 | March 13, 2019 | 62 | 61 | 0.05 |
May 7, 2019 | June 19, 2019 | 76 | 75 | 0.06 |
July 31, 2019 | September 24, 2019 | 74 | 73 | 0.06 |
November 6, 2019 | December 18, 2019 | 65 | 64 | 0.05 |
Total 2019 | 277 | 273 | 0.22 | |
February 12, 2020 | March 18, 2020 | 23 | 23 | 0.02 |
May 11, 2020 | June 17, 2020 | 30 | 30 | 0.02 |
July 28, 2020 | September 16, 2020 | 36 | 36 | 0.03 |
November 11, 2020 | December 16, 2020 | 29 | 29 | 0.02 |
Total 2020 | 118 | 118 | 0.09 | |
February 11, 2021 (after the reporting date)* | March 16, 2021 | 34 | 34 | 0.03 |
E. | Cumulative translation adjustment |
F. | Capital reserves |
G. | Treasury shares |
1) | During 2008 and 2009 22.4 million shares were acquired by the |
2) | In determining the amount of retained earnings available for distribution as a dividend pursuant to the Israeli Companies Law, |
H. | Retained earnings |
For the year ended December 31 | |||
2020 | 2019 | 2018 | |
$ millions | $ millions | $ millions |
For the year ended December 31 | |||
2018 | 2017 | 2016 | |
$ millions | $ millions | $ millions |
Sales | 5,043 | 5,271 | 5,556 |
Cost of sales | |||
Materials consumed | 1,647 | 1,702 | 1,643 |
Cost of labor | 794 | 766 | 791 |
Depreciation and amortization | 416 | 384 | 384 |
Energy and fuel | 316 | 340 | 349 |
Other(*) | 380 | 262 | 535 |
3,553 | 3,454 | 3,702 |
Sales | 5,556 | 5,418 | 5,363 |
Cost of sales | |||
Materials | 1,643 | 1,504 | 1,546 |
Cost of labor | 791 | 777 | 753 |
Depreciation and amortization | 384 | 363 | 317 |
Energy | 349 | 343 | 315 |
Other | 535 | 759 | 772 |
3,702 | 3,746 | 3,703 |
For the year ended December 31 | |||
2018 | 2017 | 2016 | |
$ millions | $ millions | $ millions |
Selling, transport and marketing expenses | |||
Transport | 553 | 497 | 475 |
Cost of labor | 125 | 122 | 119 |
Other | 120 | 127 | 128 |
798 | 746 | 722 | |
General and administrative expenses | |||
Cost of labor | 172 | 170 | 188 |
Professional Services | 44 | 49 | 77 |
Other | 41 | 42 | 56 |
257 | 261 | 321 | |
Research and development expenses, net | |||
Cost of labor | 38 | 40 | 48 |
Other | 17 | 15 | 25 |
55 | 55 | 73 |
For the year ended December 31 | |||
2018 | 2017 | 2016 | |
$ millions | $ millions | $ millions |
Other income | |||
Capital gain | 841 | 54 | - |
Past service cost | 7 | - | 14 |
Retroactive electricity charges | - | 6 | 16 |
Insurance compensation | - | 30 | 30 |
Other | 11 | 19 | 11 |
Other income recorded in the income statements | 859 | 109 | 71 |
Other expenses | |||
Provision for legal claims | 31 | 31 | 21 |
Impairment of assets | 19 | 32 | 489 |
Provision for historical waste removal and site closure costs | 18 | - | 51 |
Provision for early retirement and dismissal of employees | 7 | 20 | 39 |
Environment related provisions | 1 | 7 | - |
Other | 8 | - | 18 |
�� | |||
Other expenses recorded in the income statements | 84 | 90 | 618 |
For the year ended December 31 | |||
2018 | 2017 | 2016 | |
$ millions | $ millions | $ millions |
Financing income and expenses | |||
Financing income: | |||
Financing income recorded in relation to employee benefits | 7 | - | - |
Net change in fair value of derivative financial instruments | - | 104 | 24 |
Net gain from changes in exchange rates and interest income | 49 | 1 | 1 |
56 | 105 | 25 | |
Financing expenses: | |||
Interest expenses to banks and others | 117 | 120 | 151 |
Financing expenses in relation to employee benefits | - | 38 | 17 |
Banks and finance institutions commissions (mainly commission on early repayment of loans) | 18 | 16 | 4 |
Net change in fair value of derivative financial instruments | 101 | - | - |
Net loss from changes in exchange rates | - | 78 | 7 |
Financing expenses | 236 | 252 | 179 |
Net of borrowing costs capitalized | 22 | 23 | 22 |
214 | 229 | 157 | |
Net financing expenses recorded in the income statements | 158 | 124 | 132 |
For the year ended December 31 | |||
2020 | 2019 | 2018 | |
$ millions | $ millions | $ millions |
Selling, transport and marketing expenses | |||
Land and Marine transportation | 515 | 509 | 553 |
Cost of labor | 134 | 133 | 125 |
Other | 117 | 125 | 120 |
766 | 767 | 798 | |
General and administrative expenses | |||
Cost of labor | 136 | 153 | 172 |
Professional Services | 32 | 42 | 44 |
Other | 64 | 59 | 41 |
232 | 254 | 257 | |
Research and development expenses, net | |||
Cost of labor | 40 | 36 | 38 |
Other | 14 | 14 | 17 |
54 | 50 | 55 |
For the year ended December 31 | |||
2020 | 2019 | 2018 | |
$ millions | $ millions | $ millions |
Other income | |||
Past service cost | 11 | 5 | 7 |
Capital gain | - | 12 | 841 |
Reversal of Impairment of fixed assets | - | 10 | - |
Reversal of provision for legal claims | - | 7 | - |
Other | 9 | 6 | 11 |
Other income recorded in the income statements | 20 | 40 | 859 |
Other expenses | |||
Impairment of fixed assets | 90 | - | 19 |
Provision for historical waste removal and site closure costs | 83 | 7 | 18 |
Provision for early retirement and dismissal of employees | 78 | 5 | 7 |
Provision for legal claims | - | 14 | 31 |
Environment related provisions | - | - | 1 |
Other | 5 | 4 | 8 |
Other expenses recorded in the income statements | 256 | 30 | 84 |
For the year ended December 31 | |||
2020 | 2019 | 2018 | |
$ millions | $ millions | $ millions |
Financing income and expenses | |||
Financing income: | |||
Net gain from change in fair value of derivative designated as cash flow hedge | 54 | 38 | - |
Interest income from banks and others | 7 | 8 | 3 |
Financing income in relation to employee benefits | - | - | 7 |
Net gain from change in fair value of derivative designated as economic hedge | - | 45 | - |
Net gain from changes in exchange rates | - | - | 46 |
61 | 91 | 56 | |
Financing expenses: | |||
Interest expenses to banks and others | 120 | 125 | 117 |
Net loss from changes in exchange rates | 58 | 72 | - |
Financing expenses in relation to employees' benefits | 38 | 39 | - |
Net loss from change in fair value of derivative designated as economic hedge | 23 | - | 101 |
Banks and finance institutions commissions (mainly commission on early repayment of loans) | 4 | 3 | 18 |
Financing expenses | 243 | 239 | 236 |
Net of borrowing costs capitalized | 24 | 19 | 22 |
219 | 220 | 214 | |
Net financing expenses recorded in the income statements | 158 | 129 | 158 |
As at December 31, | |||||
Financial assets | Financial liabilities | ||||
Measured at fair value through the statement of income | Measured at fair value through the statement of comprehensive income | Measured at amortized cost | Measured at fair value through the statement of income | Measured at amortized cost | |
$ millions | $ millions | $ millions | $ millions | $ millions |
Current assets | |||||
Cash and cash equivalents | - | - | 214 | - | - |
Short-term investments and deposits | - | - | 100 | - | - |
Trade receivables | - | - | 883 | - | - |
Other receivables | - | - | 122 | - | - |
Investments at fair value through other comprehensive income | - | 53 | - | - | - |
Foreign currency and interest derivative designated as economic hedge | 24 | - | - | - | - |
Non-current assets | |||||
Foreign currency and interest derivative instruments designated as cash flow hedge | 115 | - | - | - | - |
Investments at fair value through other comprehensive income | - | 83 | - | - | - |
Other non-current asset | - | - | 8 | - | - |
Total financial assets | 139 | 136 | 1,327 | - | - |
Current liabilities | |||||
Short term debt | - | - | - | - | (679) |
Trade payables | - | - | - | - | (740) |
Other current liabilities | - | - | - | - | (156) |
Foreign currency and interest derivative designated as economic hedge | - | - | - | (42) | - |
Energy and marine transport derivative designated as economic hedge | - | - | - | (1) | - |
Non-current liabilities | |||||
Long term debt and debentures | - | - | - | - | (2,053) |
Foreign currency and interest derivative designated as economic hedge | - | - | - | (13) | - |
Foreign currency and interest derivative instruments designated as cash flow hedge | - | - | - | (28) | - |
Other non- current liabilities | - | - | - | - | (53) |
Total financial liabilities | - | - | - | (84) | (3,681) |
Total financial instruments, net | 139 | 136 | 1,327 | (84) | (3,681) |
Cash and cash equivalents | - | - | 121 | - | - |
Short-term investments and deposits | - | - | 92 | - | - |
Trade receivables | - | - | 990 | - | - |
Other receivables | 13 | - | 30 | - | - |
Investments at fair value through other comprehensive income | - | 145 | - | - | - |
Other non-current assets | 15 | - | 66 | - | - |
Total financial assets | 28 | 145 | 1,299 | - | - |
Short term credit | - | - | - | - | (610) |
Trade payables | - | - | - | - | (715) |
Other current liabilities | - | - | - | (21) | (330) |
Long-term debt and debentures | - | - | - | - | (1,815) |
Other non-current liabilities | - | - | - | - | (6) |
Total financial liabilities | - | - | - | (21) | (3,476) |
Total financial instruments, net | 28 | 145 | 1,299 | (21) | (3,476) |
As at December 31, | ||||||
Financial assets | Financial liabilities | |||||
Measured at fair value through the statement of income | Measured at fair value through the statement of comprehensive income | Measured at amortized cost | Measured at fair value through the statement of income | Measured at amortized cost | ||
$ millions | $ millions | $ millions | $ millions | $ millions |
Current assets | |||||
Cash and cash equivalents | - | - | 95 | - | - |
Short-term investments and deposits | - | - | 96 | - | - |
Trade receivables | - | - | 778 | - | - |
Other receivables | - | - | 105 | - | - |
Foreign currency and interest derivative designated as economic hedge | 10 | - | - | - | - |
Energy and marine transport derivative designated as economic hedge | 1 | - | - | - | - |
Investments at fair value through other comprehensive income | - | 40 | - | - | - |
Non-current assets | |||||
Investments at fair value through other comprehensive income | - | 111 | - | - | - |
Foreign currency and interest derivative instruments designated as cash flow hedge | 57 | - | - | - | - |
Other non-current asset | - | - | 6 | - | - |
Total financial assets | 68 | 151 | 1,080 | - | - |
Current liabilities | |||||
Short term debt | - | - | - | - | (420) |
Trade payables | - | - | - | - | (712) |
Other current liabilities | - | - | - | (128) | |
Foreign currency and interest derivative designated as economic hedge | - | - | - | (5) | |
Energy and marine transport derivative designated as economic hedge | - | - | - | (3) | |
Non-current liabilities | |||||
Long term debt and debentures | - | - | - | - | (2,181) |
Foreign currency and interest derivative designated as economic hedge | - | - | - | (6) | |
Other non- current liabilities | - | - | - | - | (38) |
Total financial liabilities | - | - | - | (14) | (3,479) |
Total financial instruments, net | 68 | 151 | 1,080 | (14) | (3,479) |
Cash and cash equivalents | - | - | 83 | - | - |
Short-term investments and deposits | - | - | 90 | - | - |
Trade receivables | - | - | 932 | - | - |
Other receivables | 5 | - | 81 | - | - |
Investments at fair value through other comprehensive income | - | 212 | - | - | - |
Other non-current assets | 64 | - | 9 | - | - |
Total financial assets | 69 | 212 | 1,195 | - | - |
Short term credit | - | - | - | - | (822) |
Trade payables | - | - | - | - | (790) |
Other current liabilities | - | - | - | (3) | (311) |
Long-term debt and debentures | - | - | - | - | (2,388) |
Other non-current liabilities | - | - | - | (3) | (1) |
Total financial liabilities | - | - | - | (6) | (4,312) |
Total financial instruments, net | 69 | 212 | 1,195 | (6) | (4,312) |
As at December 31 | ||
Carrying amount ($ millions) | ||
2020 | 2019 |
As at December 31 | ||
Carrying amount ($ millions) | ||
2018 | 2017 |
Cash and cash equivalents | 214 | 95 |
Short term investments and deposits | 100 | 96 |
Trade receivables | 883 | 778 |
Other receivables | 122 | 105 |
Derivatives | 139 | 68 |
Other non-current assets | 8 | 6 |
1,466 | 1,148 |
Cash and cash equivalents | 121 | 83 |
Short term investments and deposits | 92 | 90 |
Trade receivables | 990 | 932 |
Other receivables | 43 | 86 |
Investments at fair value through other comprehensive income | 145 | 212 |
Other non-current assets | 81 | 73 |
1,472 | 1,476 |
As at December 31 | ||
Carrying amount ($ millions) | ||
2020 | 2019 |
As at December 31 | ||
Carrying amount ($ millions) | ||
2018 | 2017 |
Europe | 330 | 252 |
Asia | 258 | 249 |
North America | 144 | 114 |
South America | 68 | 74 |
Israel | 67 | 72 |
Other | 16 | 17 |
883 | 778 |
Western Europe | 294 | 332 |
Asia | 342 | 293 |
North America | 150 | 131 |
South America | 106 | 70 |
Israel | 72 | 70 |
Other | 26 | 36 |
990 | 932 |
As at December 31 | ||||
2020 | 2019 | |||
Gross | Impairment | Gross | Impairment | |
$ millions | $ millions | $ millions | $ millions |
Not past due | 788 | - | 661 | - |
Past due up to 3 months | 58 | - | 65 | - |
Past due 3 to 12 months | 7 | (1) | 26 | (1) |
Past due over 12 months | 40 | (9) | 29 | (2) |
893 | (10) | 781 | (3) |
As at December 31 | ||||
2018 | 2017 | |||
Gross | Impairment | Gross | Impairment | |
$ millions | $ millions | $ millions | $ millions |
Not past due | 829 | - | 785 | - |
Past due up to 3 months | 114 | - | 125 | - |
Past due 3 to 12 months | 38 | (1) | 23 | (6) |
Past due over 12 months | 12 | (2) | 10 | (5) |
993 | (3) | 943 | (11) |
2020 | 2019 | |
$ millions | $ millions |
2018 | 2017 | |
$ millions | $ millions |
Balance as at January 1 | 11 | 6 | 3 | 3 |
Additional allowance | 1 | 5 | 5 | 2 |
Write offs | (7) | (1) | - | (1) |
Reversals | (1) | - | - | (1) |
Changes due to translation differences | (1) | 1 | 2 | - |
Balance as at December 31 | 3 | 11 | 10 | 3 |
As at December 31, | |||||
Carrying amount | 12 months or less | 1-2 years | 3-5 years | More than 5 years | |
$ millions |
Non-derivative financial liabilities | |||||
Short term credit (not including current maturities) | 544 | 556 | - | - | - |
Trade payables | 715 | 715 | - | - | - |
Other current liabilities | 330 | 330 | - | - | - |
Long-term debt and debentures | 1,881 | 152 | 453 | 1,084 | 1,166 |
3,470 | 1,753 | 453 | 1,084 | 1,166 | |
Financial liabilities – derivative instruments utilized for economic hedging | |||||
Foreign currency and interest derivative instruments | 16 | 16 | - | - | - |
Derivative instruments on energy and marine transport | 5 | 4 | 1 | - | - |
21 | 20 | 1 | - | - |
Non-derivative financial liabilities | |||||
Short term debt (not including current maturities) | 296 | 299 | - | - | - |
Trade payables | 740 | 740 | - | - | - |
Other current liabilities | 156 | 156 | - | - | - |
Long-term debt, debentures and others | 2,489 | 489 | 529 | 859 | 1,559 |
3,681 | 1,684 | 529 | 859 | 1,559 | |
Financial liabilities – derivative instruments | |||||
Foreign currency and interest derivative designated as economic hedge | 55 | 42 | - | - | 13 |
Energy and marine transport derivative designated as economic hedge | 1 | 1 | - | - | - |
Foreign currency and interest derivative designated as cash flow hedge | 28 | - | - | - | 28 |
84 | 43 | - | - | 41 |
As at December 31, | |||||
Carrying amount | 12 months or less | 1-2 years | 3-5 years | More than 5 years | |
$ millions |
Non-derivative financial liabilities | |||||
Short term debt (not including current maturities) | 358 | 361 | - | - | - |
Trade payables | 712 | 712 | - | - | - |
Other current liabilities | 128 | 128 | - | - | - |
Long-term debt and debentures | 2,281 | 157 | 645 | 1,101 | 1,288 |
3,479 | 1,358 | 645 | 1,101 | 1,288 | |
Financial liabilities – derivative instruments utilized for economic hedging | |||||
Foreign currency and interest derivative designated as economic hedge | 11 | 5 | - | - | 6 |
Energy and marine transport derivative designated as economic hedge | 3 | 3 | - | - | - |
14 | 8 | - | - | 6 |
Non-derivative financial liabilities | |||||
Short term credit (not including current maturities) | 810 | 822 | - | - | - |
Trade payables | 790 | 790 | - | - | - |
Other current liabilities | 310 | 310 | - | - | - |
Long-term debt and debentures | 2,400 | 102 | 345 | 1,085 | 1,358 |
4,310 | 2,024 | 345 | 1,085 | 1,358 | |
Financial liabilities – derivative instruments utilized for economic hedging | |||||
Foreign currency and interest derivative instruments | 6 | 3 | - | - | 3 |
As at December 31 | ||
2020 | 2019 | |
$ millions | $ millions |
As at December 31 | ||
2018 | 2017 | |
$ millions | $ millions |
Fixed rate instruments | ||
Financial assets | 165 | 164 |
Financial liabilities | (2,450) | (1,947) |
(2,285) | (1,783) | |
Variable rate instruments | ||
Financial assets | 223 | 100 |
Financial liabilities | (296) | (669) |
(73) | (569) |
Fixed rate instruments: | ||
Financial assets | 151 | 88 |
Financial liabilities | (1,728) | (1,800) |
(1,577) | (1,712) | |
Variable rate instruments | ||
Financial assets | 128 | 97 |
Financial liabilities | (714) | (1,428) |
(586) | (1,331) |
As at December 31, | ||||
Impact on profit (loss) | ||||
Decrease of 1% in interest | Decrease of 0.5% in interest | Increase of 0.5% in interest | Increase of 1% in interest | |
$ millions | $ millions | $ millions | $ millions |
SWAP instruments | ||||
Changes in U.S. Dollar interest | (39) | (19) | 18 | 36 |
Changes in Israeli Shekel interest | 49 | 24 | (22) | (42) |
Changes in Euro interest | (2) | (1) | 1 | 2 |
Changes in U.S Dollar interest | ||||
Non-derivative instruments | (1) | (1) | 1 | 1 |
SWAP instruments | (18) | (9) | 9 | 18 |
(19) | (10) | 10 | 19 | |
Changes in Israeli Shekel interest | ||||
SWAP instruments | 19 | 10 | (10) | (19) |
As at December 31, | ||||
Carrying amount (fair value) | Stated amount | Maturity date | Interest rate range | |
$ millions | $ millions | Years | % |
U.S. Dollar | ||||
SWAP contracts from variable interest to fixed interest | (13) | 150 | 2024 | 2.47%-2.60% |
Israeli Shekel | ||||
SWAP contracts from fixed ILS interest to fixed USD interest | 87 | 701 | 2034 | 2.40%-4.47% |
GBP | ||||
SWAP contracts from variable USD interest to fixed GBP interest. | 5 | 63 | 18/05/2021 | 1-month libor |
Euro | ||||
SWAP contracts from variable USD interest to fixed EUR interest | (41) | 324 | 19/05/2021 | 1-month libor |
U.S Dollar | ||||
SWAP contracts from variable interest to fixed interest | - | 250 | 2019-2024 | 1.7%-2.6% |
Israeli Shekel | ||||
Swap contracts from fixed ILS interest to fixed USD interest | 15 | 486 | 30/3/2024 | 2.45%-4.74% |
Euro | ||||
Swap contracts from variable USD interest to fixed EUR interest | (1) | 334 | 15/2/2019 | 1-month Libor |
As at December 31, | ||||
Carrying amount (fair value) | Stated amount | Maturity date | Interest rate range | |
$ millions | $ millions | Years | % |
U.S. Dollar | ||||
SWAP contracts from variable interest to fixed interest | (6) | 150 | 2024 | 2.47%-2.60% |
Israeli Shekel | ||||
SWAP contracts from fixed ILS interest to fixed USD interest | 57 | 482 | 2024 | 2.45%-4.47% |
Euro | ||||
SWAP contracts from variable USD interest to fixed EUR interest | (3) | 447 | 19/02/2020 | 1-month libor |
U.S Dollar | ||||
SWAP contracts from variable interest to fixed interest | (3) | 350 | 2018-2024 | 1.36% - 2.6% |
Israeli Shekel | ||||
SWAP contracts from fixed ILS interest to fixed USD interest | 64 | 489 | 1/3/2024 | 2.45% - 4.74% |
Euro | ||||
SWAP contracts from variable USD interest to fixed EUR interest | (1) | 51 | 15/8/2018 | 1-month Libor |
As at December 31 | ||
Impact on profit (loss) | ||
2020 | 2019 | |
$ millions | $ millions |
As at December 31 | ||
Impact on profit (loss) | ||
2018 | 2017 | |
$ millions | $ millions |
Non-derivative financial instruments | ||
U.S. Dollar/Euro | (96) | (95) |
U.S. Dollar/Israeli Shekel | 134 | 98 |
U.S. Dollar/British Pound | 2 | (4) |
U.S. Dollar/Chinese Yuan | (1) | (1) |
U.S. Dollar/Turkey Lira | (1) | (1) |
Non-derivative financial instruments | ||
U.S Dollar/Euro | (64) | (9) |
U.S Dollar/Israeli Shekel | 92 | 92 |
U.S Dollar/British Pound | (3) | 3 |
U.S Dollar/Chinese Yuan | (12) | (4) |
U.S Dollar/Turkey Lira | (1) | (1) |
As at December 31, | ||||
Increase 10% | Increase 5% | Decrease 5% | Decrease 10% | |
$ millions | $ millions | $ millions | $ millions |
Euro/ U.S Dollar | ||||||||
Euro/ U.S. Dollar | ||||||||
Forward transactions | 9 | 4 | (4) | (8) | 14 | 7 | (8) | (17) |
Options | 5 | 2 | (2) | (4) | 4 | 2 | (3) | (6) |
SWAP | 34 | 17 | (17) | (34) | 33 | 18 | (19) | (41) |
U.S Dollar/Israeli Shekel | ||||||||
U.S. Dollar/Israeli Shekel | ||||||||
Forward transactions | (32) | (17) | 19 | 39 | (39) | (20) | 23 | 48 |
Options | (75) | (41) | 19 | 43 | (26) | (14) | 19 | 44 |
SWAP | (48) | (25) | 28 | 58 | (82) | (43) | 48 | 101 |
British Pound/U.S Dollar | ||||||||
British Pound/U.S. Dollar | ||||||||
Forward transactions | (4) | (2) | 2 | 3 | (3) | (1) | 1 | 3 |
Options | (1) | - | 1 | (1) | - | 1 | 1 | |
SWAP | (6) | (3) | 4 | 8 | ||||
U.S Dollar/Chinese Yuan Renminbi | ||||||||
U.S. Dollar/Japanese Yen | ||||||||
Forward transactions | (3) | (1) | 2 | 3 | 1 | - | (1) | |
British Pound/Euro | ||||||||
Forward transactions | (4) | (2) | 2 | 4 |
As at December 31, | |||
Carrying amount | Stated amount | Average | |
$ millions | $ millions | exchange rate |
Forward contracts | |||
U.S Dollar/Israeli Shekel | 2 | 352 | 3.7 |
Euro/U.S Dollar | 2 | 86 | 1.2 |
Euro/British Pound | 1 | 19 | 0.9 |
U.S Dollar/British Pound | - | 32 | 1.3 |
U.S Dollar/Chinese Yuan Renminbi | - | 29 | 6.5 |
Other | - | 37 | - |
Currency and interest SWAPs | |||
U.S Dollar/Israeli Shekel | 15 | 486 | 3.7 |
Euro/U.S Dollar | (1) | 334 | 1.1 |
Put options | |||
U.S Dollar/Israeli Shekel | 1 | 695 | 3.6 |
Euro/U.S Dollar | 2 | 45 | 1.2 |
U.S Dollar/Japanese Yen | - | 3 | 114.3 |
U.S Dollar/British Pound | - | 11 | 1.3 |
Call options | |||
U.S Dollar/Israeli Shekel | (15) | 695 | 3.6 |
Euro/U.S Dollar | - | 45 | 1.2 |
U.S Dollar/Japanese Yen | - | 3 | 114.3 |
U.S Dollar/British Pound | - | 11 | 1.3 |
Forward contracts | |||
U.S. Dollar/Israeli Shekel | 8 | 377 | 3.2 |
Euro/U.S. Dollar | - | 150 | 1.2 |
U.S. Dollar/British Pound | - | 27 | 1.4 |
U.S. Dollar/Chinese Yuan Renminbi | - | 23 | 6.6 |
Other | - | 53 | - |
Currency and interest SWAPs | |||
U.S. Dollar/Israeli Shekel | 87 | 701 | 3.7 |
Euro/U.S. Dollar | (41) | 324 | 1.1 |
U.S. Dollar/British Pound | 5 | 63 | 1.3 |
Put options | |||
U.S. Dollar/Israeli Shekel | 13 | 400 | 3.3 |
Euro/U.S. Dollar | - | 47 | 1.2 |
U.S. Dollar/Japanese Yen | - | 2 | 107 |
U.S. Dollar/British Pound | - | 10 | 1.3 |
Call options | |||
U.S. Dollar/Israeli Shekel | (1) | 380 | 3.3 |
Euro/U.S. Dollar | (2) | 47 | 1.2 |
U.S. Dollar/Japanese Yen | - | 2 | 107 |
U.S. Dollar/British Pound | - | 10 | 1.3 |
As at December 31, | |||
Carrying amount | Stated amount | Average | |
$ millions | $ millions | exchange rate |
Forward contracts | |||
U.S. Dollar/Israeli Shekel | - | 309 | 3.5 |
Euro/U.S. Dollar | (1) | 61 | 1.1 |
U.S. Dollar/British Pound | - | 33 | 1.3 |
U.S. Dollar/Chinese Yuan Renminbi | - | 28 | 7.1 |
Other | 4 | 56 | 0.9 |
Currency and interest SWAPs | |||
U.S. Dollar/Israeli Shekel | 57 | 482 | 3.7 |
Euro/U.S. Dollar | (3) | 447 | 1.1 |
Put options | |||
U.S. Dollar/Israeli Shekel | 4 | 600 | 3.4 |
Euro/U.S. Dollar | - | 45 | 1.1 |
U.S. Dollar/Japanese Yen | - | 1 | 108.5 |
U.S. Dollar/British Pound | - | 15 | 1.3 |
Call options | |||
U.S. Dollar/Israeli Shekel | - | 440 | 3.4 |
Euro/U.S. Dollar | 1 | 45 | 1.1 |
Forward contracts | |||
U.S Dollar/Israeli Shekel | 2 | 430 | 3.5 |
Euro/U.S Dollar | (3) | 320 | 1.2 |
Euro/British Pound | - | 20 | 0.9 |
U.S Dollar/British Pound | - | 24 | 1.3 |
U.S Dollar/Chinese Yuan Renminbi | (1) | 33 | 6.7 |
Other | - | 33 | - |
Currency and interest SWAPs | |||
U.S Dollar/Israeli Shekel | 64 | 489 | 3.7 |
Put options | |||
U.S Dollar/Israeli Shekel | 5 | 525 | 3.4 |
Euro/U.S Dollar | - | 63 | 1.2 |
U.S Dollar/Japanese Yen | - | 3 | 115.5 |
Call options | |||
U.S Dollar/Israeli Shekel | (1) | 525 | 3.4 |
Euro/U.S Dollar | (2) | 63 | 1.2 |
U.S Dollar/Japanese Yen | - | 3 | 115.5 |
Balance as at January 1 | 1,279,379 | 1,278,084 | 1,276,238 |
Shares issued during the year | 29 | 98 | 73 |
Shares vested | 618 | 768 | 898 |
Weighted average number of ordinary shares used in computation of the basic earnings per share | 1,280,026 | 1,278,950 | 1,277,209 |
Balance as at January 1 | 1,276,238 | 1,274,298 | 1,272,516 |
Shares issued during the year | 73 | 1,054 | - |
Shares vested | 898 | 720 | 779 |
Weighted average number of ordinary shares used in computation of the basic earnings per share | 1,277,209 | 1,276,072 | 1,273,295 |
For the year ended December 31 | |||
2018 | 2017 | 2016 | |
Shares thousands | Shares thousands | Shares thousands |
For the year ended December 31 | |||
2020 | 2019 | 2018 | |
Shares thousands | Shares thousands | Shares thousands |
Weighted average number of ordinary shares used in the computation of the basic earnings per share | 1,280,026 | 1,278,950 | 1,277,209 |
Effect of stock options and restricted shares | 247 | 3,106 | 2,572 |
Weighted average number of ordinary shares used in the computation of the diluted earnings per share | 1,280,273 | 1,282,056 | 1,279,781 |
Weighted average number of ordinary shares used in the computation of the basic earnings per share | 1,277,209 | 1,276,072 | 1,273,295 |
Effect of stock options and restricted shares | 2,572 | 925 | - |
Weighted average number of ordinary shares used in the computation of the diluted earnings per share | 1,279,781 | 1,276,997 | 1,273,295 |
A. | Parent company and subsidiaries |
A. | Parent company and subsidiaries (cont'd) |
For the year ended December 31 | ||
2020 | 2019 | |
$ millions | $ millions |
Short-term benefits | 9 | 13 |
Post-employment benefits | 1 | 1 |
Share-based payments | 7 | 8 |
Total * | 17 | 22 |
* To interested parties employed by the Company | 3 | 5 |
* To interested parties not employed by the Company | 2 | 1 |
For the year ended December 31 | ||
2018 | 2017 | |
$ millions | $ millions |
Short-term benefits | 11 | 8 |
Post-employment benefits | 1 | 1 |
Share-based payments | 4 | 4 |
Total * | 16 | 13 |
* To interested parties employed by the Company | 5 | 4 |
* To interested parties not employed by the Company | 1 | 1 |
For the year ended December 31 | |||
2020 | 2019 | 2018 | |
$ millions | $ millions | $ millions |
For the year ended December 31 | |||
2018 | 2017 | 2016 | |
$ millions | $ millions | $ millions |
Sales | 3 | 4 | 5 |
Cost of sales | 3 | 8 | 19 |
Selling, transport and marketing expenses | 7 | 10 | 7 |
Financing expenses (income), net | (1) | (1) | 3 |
General and administrative expenses | 1 | 1 | 1 |
Management fees to the parent company | 1 | 1 | 1 |
Sales | 5 | 8 | 35 |
Cost of sales | 19 | 97 | 113 |
Selling, transport and marketing expenses | 7 | 8 | 7 |
Financing expenses (income), net | 3 | (9) | - |
General and administrative expenses | 1 | 1 | 1 |
Management fees to the parent company | 1 | 1 | 1 |
(1) |
On |
(2) | On January 30, 2020, our shareholders approved a new three-year framework transaction for the Company's engagement in directors' and officers' liability insurance policies, starting February 1, 2020 (the "New Framework Transaction"). The insurance policies under the New Framework Transaction shall include a joint primary tier with Israel Corp. with a joint liability cap of up to $20 million, and a separate tier covering the Company alone, with a liability cap of up to $330 million, with a total liability limit of up to $350 million for both tiers. Our directors and officers are beneficiaries of both tiers. Pursuant to the New Framework Agreement, the cost of the annual premium shall not exceed a cap of $10 million for both tiers. The division of the premium amount between the Company and Israel Corp. in the joint tier are 80% to be paid by the Company and 20% by the Israel Corp, and the HR & Compensation Committee and the Board of Directors have the authority to change, from time to time, the premium allocation in respect of the joint tier between the companies, according to the recommendation of the insurers and/or brokers, and provided that such changes will not exceed 25% over the entire transaction period. Deviation from these limits shall require shareholder approval. In accordance with the terms of the New Framework Transaction and the Company's Compensation Policy, the Company's directors’ and officers’ liability insurance policy for 2020, was approved by the Company's authorized organs, effective as of February 1, 2020. The 2020 directors’ and officers’ liability insurance policy includes a liability limit of US$165 million for both tiers (comprised of a limit of $100 million, with an additional coverage Side A (directors and officers only) limit of $65 million). The Company's directors’ and officers’ liability insurance policy for 2020 was extended until March 1, 2021, and the Company is in the final stages of renewing the Company's directors’ and officers’ liability insurance policy for 2021, which is expected to include lower coverage at higher cost due to the current market for these policies. |
In December 2017, the Company, Oil Refineries Ltd. (a public company controlled by Israel |
(5) | In October 2020, the Company and Oil Refineries Ltd. signed individual bridge supply agreements with Tamar Reservoir for the supply of natural gas, following a process of joint negotiations with the supplier and the approval of ICL's general meeting of shareholders. For further information see Note 18. |
As at December 31 | ||
2020 | 2019 | |
$ millions | $ millions |
As at December 31 | ||
2018 | 2017 | |
$ millions | $ millions |
Other current assets | 28 | 38 | 35 | 27 |
Other current liabilities | 7 | 191 | 2 | 2 |
Ownership interest in its subsidiary and investee companies for the year ended December 31 | Ownership interest in its subsidiary and investee companies for the year ended December 31 | |||||
Name of company | Principal location of the company’s activity | 2018 | 2017 | Principal location of the company’s activity | 2020 | 2019 |
ICL Israel Ltd. | Israel | 100.00% | Israel | 100.00% | 100.00% | |
Dead Sea Works Ltd. | Israel | 100.00% | Israel | 100.00% | 100.00% | |
Dead Sea Bromine Company Ltd. | Israel | 100.00% | Israel | 100.00% | 100.00% | |
Rotem Amfert Negev Ltd. | Israel | 100.00% | Israel | 100.00% | 100.00% | |
Mifalei Tovala Ltd. | Israel | 100.00% | Israel | 100.00% | 100.00% | |
Dead Sea Magnesium Ltd. | Israel | 100.00% | Israel | 100.00% | 100.00% | |
Ashli Chemicals (Holland) B.V. | Israel | 100.00% | ||||
Bromine Compounds Ltd. | Israel | 100.00% | Israel | 100.00% | 100.00% | |
Tetrabrom Technologies Ltd.* | Israel | 0.00% | 100.00% | |||
Fertilizers and Chemicals Ltd. | Israel | 100.00% | Israel | 100.00% | 100.00% | |
Iberpotash S.A. | Spain | 100.00% | Spain | 100.00% | 100.00% | |
Fuentes Fertilizantes S.L. | Spain | 100.00% | Spain | 100.00% | 100.00% | |
ICL Europe Coöperatief U.A. | The Netherlands | 100.00% | The Netherlands | 100.00% | 100.00% | |
ICL-IP Europe B.V. | The Netherlands | 100.00% | ||||
ICL Europe B.V. | The Netherlands | 100.00% | 100.00% | |||
ICL IP Terneuzen B.V. | The Netherlands | 100.00% | The Netherlands | 100.00% | 100.00% | |
ICL Fertilizers Europe C.V. | The Netherlands | 100.00% | ||||
ICL Finance B.V. | The Netherlands | 100.00% | The Netherlands | 100.00% | 100.00% | |
Everris International B.V. | The Netherlands | 100.00% | The Netherlands | 100.00% | 100.00% | |
ICL Puriphos B.V. | The Netherlands | 100.00% | The Netherlands | 100.00% | 100.00% | |
ICL-IP America Inc. | United States of America | 100.00% | United States of America | 100.00% | 100.00% | |
ICL Specialty Products Inc. | United States of America | 100.00% | United States of America | 100.00% | 100.00% | |
Everris N.A. Inc. | United States of America | 100.00% | ||||
Phosphorus Derivatives Inc.** | United States of America | 0.00% | 100.00% | |||
Everris NA, Inc. | United States of America | 100.00% | 100.00% | |||
Growers Holdings, Inc. | United States of America | 100.00% | 100.00% | |||
BK Giulini GmbH | Germany | 100.00% | Germany | 100.00% | 100.00% | |
ICL Holding Germany GmbH | Germany | 100.00% | Germany | 100.00% | 100.00% | |
ICL I.P. Bitterfeld GmbH | Germany | 100.00% | ||||
Rovita GmbH | Germany | 100.00% | ||||
ICL Bitterfeld GmbH | Germany | 100.00% | 100.00% | |||
Prolactal GmbH | Austria | 100.00% | Austria | 100.00% | 100.00% | |
Cleveland Potash Ltd. | United Kingdom | 100.00% | United Kingdom | 100.00% | 100.00% | |
Everris Ltd. | United Kingdom | 100.00% | 100.00% | |||
ICL Brasil, Ltda. | Brazil | 100.00% | Brazil | 100.00% | 100.00% | |
ICL (Shanghai) Investment Co. Ltd. | China | 100.00% | ||||
ICL Investment Co. Ltd. | China | 100.00% | 100.00% | |||
Yunnan Phosphate Haikou Co. Ltd. | China | 50.00% | China | 50.00% | 50.00% | |
Sinobrom Compounds Co. Ltd., China | China | 75.00% | ||||
ICL Asia Ltd. | Hong Kong | 100.00% | Hong Kong | 100.00% | 100.00% | |
ICL Trading (HK) Ltd. | Hong Kong | 100.00% | Hong Kong | 100.00% | 100.00% | |
Allana Potash Afar PLC*** | Ethiopia | 100.00% | ||||
Scora S.A.S., France | France | 100.00% | 100.00% |