Continued to deliver sequential growth, with sales of $1.8 billion, operating income of $211 million and adjusted EBITDA of $377 million

Raising guidance for specialties-driven businesses

ICL (NYSE:ICL) (TASE: ICL), a leading global specialty minerals company, today reported its financial results for the second quarter ended June 30, 2024. Consolidated sales were $1.75 billion versus $1.87 billion in the prior year. Operating income was $211 million, with adjusted operating income of $225 million, versus $300 million of operating income in the second quarter of last year. Adjusted EBITDA was $377 million versus $441 million. Diluted earnings per share were $0.09, with adjusted diluted EPS of $0.10, versus $0.13 in the second quarter of last year.

"ICL delivered sequentially improving EBITDA for the third consecutive quarter, as we continued to build momentum by focusing on the areas under our control, including the introduction of innovative solutions and continued cost efficiencies, while managing the risks associated with geopolitical uncertainties. All three of our specialties-driven segments were up versus the second quarter of 2023 and contributed to the sequential increase in adjusted EBITDA and margins," said Raviv Zoller, president and CEO of ICL. "While we were ahead of our expectations in the first half of the year, we remain cautious regarding short-term expectations for some of the end markets we serve, including electronics, housing and construction, and food."

The company raised its guidance for full year 2024 and now expects specialties-driven EBITDA of between $0.8 billion to $1.0 billion, an increase from previous guidance of $0.7 billion to $0.9 billion, without any change to expected potash sales volumes. (1a)

Key Financials

Second Quarter 2024

US$M Ex. per share data	2Q'24	1Q'24	2Q'23
Sales	$1,752	$1,735	$1,868
Gross profit	$568	$557	$679
Gross margin	32%	32%	36%
Operating income	$211	$203	$300
Adjusted operating income ⁽¹⁾	$225	$215	$300
Operating margin	12%	12%	16%
Adjusted operating margin ⁽¹⁾	13%	12%	16%
Net income attributable to shareholders	$115	$109	$163
Adjusted net income attributable to shareholders ⁽¹⁾	$126	$118	$163
Adjusted EBITDA ⁽¹⁾⁽²⁾	$377	$362	$441
Adjusted EBITDA margin ⁽¹⁾⁽²⁾	22%	21%	24%
Diluted earnings per share	$0.09	$0.08	$0.13
Diluted adjusted earnings per share ⁽¹⁾	$0.10	$0.09	$0.13
Cash flows from operating activities ⁽³⁾	$316	$279	$433

(1)	Adjusted operating income and margin, adjusted net income attributable to shareholders, adjusted EBITDA and margin, and diluted adjusted earnings per share are non-GAAP financial measures. Please refer to the adjustments table and disclaimer.
(2)	In the first half of 2024, the company's adjusted EBITDA was positively impacted by an immaterial accounting reclassification. Please refer to the 6-K filing for additional details.
(3)	Reclassified - see Note 2 to the company's interim financial statements.

Industrial Products

Second quarter 2024

Sales of $315 million vs. $300 million.
EBITDA of $74 million vs. $74 million.
Third quarter of sequential improvement in EBITDA, with continued focus on cost savings and expanding customer relationships.

Key developments

Flame retardants: Sales increased year-over-year, as higher volumes for brominated solutions were partially offset by lower prices overall, as demand from both the electronics and construction end-markets remained soft.
Elemental bromine: Sales increased year-over-year, as higher volumes offset lower prices.
Oil and gas: Clear brine fluid sales declined versus the prior year, due to inclement weather and a shift in oil rig schedules.
Specialty minerals: Lower prices drove a year-over-year decrease in sales, despite higher volumes.

Potash

Second quarter 2024

Sales of $422 million vs. $582 million.
EBITDA of $118 million vs. $213 million.
Grain Price Index decreased 15.2% year-over-year, with rice up 3.2%, while corn, soybeans and wheat were down 30.1%, 18.0% and 24.7%, respectively. On a sequential basis, the Grain Price Index increased 2.7%, with corn, wheat and rice up 4.5%, 5.3% and 1.7%, respectively, while soy declined 0.5%.

Key developments

Potash price: $300 per ton (CIF).

- Down 7% sequentially and 26% year-over-year.

Potash sales volumes: 1,153 thousand metric tons.

- Decreased by 108 thousand metric tons year-over-year.

ICL Dead Sea

- Stable cost per ton, despite lower production year-over-year

ICL Iberia

- Continued operational improvement, with record second quarter production.

Metal Magnesium

- Lower prices offset higher volumes, as market prices trended lower versus the prior year.

Phosphate Solutions

Second quarter 2024

Sales of $572 million vs. $565 million.
EBITDA of $146 million vs. $129 million.
Second quarter of sequential improvement in sales, with EBITDA up 11% sequentially and 13% year-over-year. Pricing remained firm in the second quarter, however, changing supply dynamics are expected to influence future quarters.

Key developments

White phosphoric acid: Sales declined year-over-year, as increased volumes – especially in Europe and Asia – were unable to offset lower prices globally.
Industrial phosphates: Sales decreased, as improved volumes were offset by weaker pricing.
Food phosphates: Sales decreased, as higher volumes were offset by lower market prices, which reflected reduced raw material input costs.
Battery materials: Increased volumes in China, with U.S. customer innovation and qualification center (CIQC) expected to be completed by year-end.
Commodity phosphates: Sequential sales improvement reflected an increase in volumes, which offset a decrease in prices.
Competition remains elevated across all global markets, as increased availability pressured prices.

Growing Solutions

Second quarter 2024

Sales of $494 million vs. $481 million.
EBITDA of $45 million vs. $22 million.
Year-over-year improvement in sales and EBITDA of 3% and more than 100%, respectively, with second quarter of sequential improvement in both sales and EBITDA.

Key developments

Brazil: Sales declined, but a better mix of higher margin foliar sales drove improved profitability.
Europe: Sales increased, with improved gross profit, as higher quantities and lower raw material costs offset lower prices.
North America: Sales improved year-over-year on higher volumes.
Asia: Sales in China increased, driven by volumes, and as additional production was brought online.
Product trends: Specialty agriculture sales increased versus the prior year, as stronger volumes offset lower prices. Turf and ornamental markets returned to more stable pre-covid demand levels, with higher sales, volumes and gross profit year-over-year. The polysulphate market continued to be challenging, as lower prices impacted profitability.

Financial Items

Financing Expenses

Net financing expenses for the second quarter of 2024 were $33 million, down versus $49 million in the corresponding quarter of last year.

Tax Expenses

Reported tax expenses in the second quarter of 2024 were $48 million, reflecting an effective tax rate of 27%, compared to $84 million in the corresponding quarter of last year, reflecting an effective tax rate of 33%. The lower tax rate reflected a lower surplus profit, mainly due to a decrease in potash prices.

Available Liquidity

ICL's available cash resources, which are comprised of cash and deposits, unutilized revolving credit facility, and unutilized securitization, totaled $1,652 million, as of June 30, 2024.

Outstanding Net Debt

As of June 30, 2024, ICL's net financial liabilities amounted to $2,031 million, a decrease of $64 million compared to December 31, 2023.

Dividend Distribution

In connection with ICL's second quarter 2024 results, the Board of Directors declared a dividend of 4.884 cents per share, or approximately $63 million, versus 6.321 cents per share, or approximately $81 million, in the second quarter of last year. The dividend will be payable on September 18, 2024, to shareholders of record as of September 4, 2024.

About ICL

ICL Group Ltd. is a leading global specialty minerals company, which creates impactful solutions for humanity's sustainability challenges in the food, agriculture and industrial markets. ICL leverages its unique bromine, potash and phosphate resources, its global professional workforce, and its sustainability focused R&D and technological innovation capabilities, to drive the company's growth across its end markets. ICL shares are dual listed on the New York Stock Exchange and the Tel Aviv Stock Exchange (NYSE and TASE: ICL). The company employs more than 12,000 people worldwide, and its 2023 revenue totaled approximately $7.5 billion.

For more information, visit ICL's website at icl-group.com.

To access ICL's interactive CSR report, visit icl-group-sustainability.com.

You can also learn more about ICL on Facebook, LinkedIn, YouTube, X and Instagram.

Guidance

(1a) The company only provides guidance on a non-GAAP basis. The company does not provide a reconciliation of forward-looking adjusted EBITDA (non-GAAP) to GAAP net income (loss), due to the inherent difficulty in forecasting, and quantifying certain amounts that are necessary for such reconciliation, in particular, because special items such as restructuring, litigation, and other matters, used to calculate projected net income (loss) vary dramatically based on actual events, the company is not able to forecast on a GAAP basis with reasonable certainty all deductions needed in order to provide a GAAP calculation of projected net income (loss) at this time. The amount of these deductions may be material, and therefore could result in projected GAAP net income (loss) being materially less than projected adjusted EBITDA (non-GAAP). The guidance speaks only as of the date hereof. The company undertakes no obligation to update any of these forward-looking statements to reflect events or circumstances after the date of this news release or to reflect actual outcomes, unless required by law. The company provides guidance for specialties-driven EBITDA, which includes Industrial Products, Growing Solutions and Phosphate Solutions, as the Phosphate Solutions business is now predominantly specialties focused. For the Potash business, the company is providing sales volume guidance. The company believes this information provides greater transparency, as these new metrics are less impacted by fertilizer commodity prices, given the extreme volatility in recent years.

Non-GAAP Statement

The company discloses in this quarterly report non-IFRS financial measures titled adjusted operating income, adjusted net income attributable to the company's shareholders, diluted adjusted earnings per share, and adjusted EBITDA. Management uses adjusted operating income, adjusted net income attributable to the company's shareholders, diluted adjusted earnings per share, and adjusted EBITDA to facilitate operating performance comparisons from period to period. The company calculates adjusted operating income by adjusting operating income to add certain items, as set forth in the reconciliation table under "Adjustments to reported operating, and net income (non-GAAP)" below. Certain of these items may recur. The company calculates adjusted net income attributable to the company's shareholders by adjusting net income attributable to the company's shareholders to add certain items, as set forth in the reconciliation table under "Adjustments to reported operating, and net income (non-GAAP)" below, excluding the total tax impact of such adjustments. The company calculates diluted adjusted earnings per share by dividing adjusted net income by the weighted-average number of diluted ordinary shares outstanding. Adjusted EBITDA is calculated as net income before financing expenses, net, taxes on income, share in earnings of equity-accounted investees, depreciation and amortization, and certain adjustments presented in the reconciliation table under "Consolidated adjusted EBITDA, and diluted adjusted earnings per share for the periods of activity" below, which were adjusted for in calculating the adjusted operating income.

You should not view adjusted operating income, adjusted net income attributable to the company's shareholders, diluted adjusted earnings per share or adjusted EBITDA as a substitute for operating income or net income attributable to the company's shareholders determined in accordance with IFRS, and you should note that the company's definitions of adjusted operating income, adjusted net income attributable to the company's shareholders, diluted adjusted earnings per share, and adjusted EBITDA may differ from those used by other companies. Additionally, other companies may use other measures to evaluate their performance, which may reduce the usefulness of the company's non-IFRS financial measures as tools for comparison. However, the company believes adjusted operating income, adjusted net income attributable to the company's shareholders, diluted adjusted earnings per share, and adjusted EBITDA provide useful information to both management, and investors by excluding certain items that management believes are not indicative of ongoing operations. Management uses these non-IFRS measures to evaluate the company's business strategies and management performance. The company believes these non‑IFRS measures provide useful information to investors because they improve the comparability of financial results between periods and provide for greater transparency of key measures used to evaluate performance.

The company presents a discussion in the period-to-period comparisons of the primary drivers of change in the company's results of operations. This discussion is based in part on management's best estimates of the impact of the main trends on the company's businesses. The company has based the following discussion on its financial statements. You should read such discussion together with the company's financial statements.

Forward Looking Statements

This announcement contains statements that constitute "forward‑looking statements," many of which can be identified by the use of forward‑looking words such as "anticipate," "believe," "could," "expect," "should," "plan," "intend," "estimate," "strive," "forecast," "targets" and "potential," among others. The company is relying on the safe harbor provided in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, in making such forward-looking statements.

Forward‑looking statements appear in a number of places in this announcement and include, but are not limited to, statements regarding intent, belief or current expectations. Forward‑looking statements are based on management's beliefs and assumptions and on information currently available to management. Such statements are subject to risks and uncertainties and actual results may differ materially from those expressed or implied in the forward‑looking statements due to various factors, including, but not limited to:

Loss or impairment of business licenses or mineral extractions permits or concessions; volatility of supply and demand and the impact of competition; the difference between actual reserves and reserve estimates; natural disasters and cost of compliance with environmental regulatory legislative and licensing restrictions including laws and regulation related to, and physical impacts of climate change and greenhouse gas emissions; failure to "harvest" salt which could lead to accumulation of salt at the bottom of the evaporation Pond 5 in the Dead Sea; litigation, arbitration and regulatory proceedings; disruptions at seaport shipping facilities or regulatory restrictions affecting the ability to export products overseas; changes in exchange rates or prices compared to those the company is currently experiencing; general market, political or economic conditions in the countries in which the company operates; price increases or shortages with respect to principal raw materials; pandemics may create disruptions, impacting sales, operations, supply chain and customers; delays in termination of engagements with contractors and/or governmental obligations; the inflow of significant amounts of water into the Dead Sea which could adversely affect production at the plants; labor disputes, slowdowns and strikes involving employees; pension and health insurance liabilities; changes to governmental incentive programs or tax benefits, creation of new fiscal or tax related legislation; and/or higher tax liabilities; changes in evaluations and estimates, which serve as a basis for the recognition and manner of measurement of assets and liabilities; failure to integrate or realize expected benefits from mergers and acquisitions, organizational restructuring and joint ventures; currency rate fluctuations; rising interest rates; government examinations or investigations; information technology systems or breaches of the company, or its service providers', data security; failure to retain and/or recruit key personnel; inability to realize expected benefits from the company's cost reduction program according to the expected timetable; inability to access capital markets on favorable terms; cyclicality of the businesses; the company is exposed to risks relating to its current and future activity in emerging markets; changes in demand for its fertilizer products due to a decline in agricultural product prices, lack of available credit, weather conditions, government policies or other factors beyond the company's control; disruption of the company, or its service providers', sales of magnesium products being affected by various factors that are not within the company's control; volatility or crises in the financial markets; hazards inherent to mining and chemical manufacturing; the failure to ensure the safety of the company's workers and processes; exposure to third party and product liability claims; product recalls or other liability claims as a result of food safety and food-borne illness concerns; insufficiency of insurance coverage; war or acts of terror and/or political, economic and military instability in Israel and its region, including the current state of war declared in Israel and any resulting disruptions to supply and production chains; filing of class actions and derivative actions against the company, its executives and Board members; closing of transactions, mergers and acquisitions; and other risk factors discussed under "Item 3 - Key Information— D. Risk Factors" in the company's Annual Report on Form 20-F for the year ended December 31, 2023, filed with the U.S. Securities and Exchange Commission (SEC) on March 14, 2024 (the Annual Report).

Forward‑looking statements speak only as of the date they are made, and, except as otherwise required by law, the company does not undertake any obligation to update them in light of new information or future developments or to release publicly any revisions to these statements, targets or goals in order to reflect later events or circumstances or to reflect the occurrence of unanticipated events. Investors are cautioned to consider these risk and uncertainties and to not place undue reliance on such information. Forward-looking statements should not be read as a guarantee of future performance or results and are subject to risks and uncertainties, and the actual results may differ materially from those expressed or implied in the forward-looking statements.

This report for the second quarter of 2024 should be read in conjunction with the Annual Report of 2023 published by the company on Form 20-F and the report for the first quarter of 2024 published by the company, including the description of events occurring subsequent to the date of the statement of financial position, as filed with the U.S. SEC.

Appendix

Condensed Consolidated Statements of Income (Unaudited)

$ millions	Three-months ended		Six-months ended		Year ended
	June 30, 2024	June 30, 2023	June 30, 2024	June 30, 2023	December 31, 2023
Sales	1,752	1,868	3,487	3,984	7,536
Cost of sales	1,184	1,189	2,362	2,459	4,865

Gross profit	568	679	1,125	1,525	2,671

Selling, transport and marketing expenses	280	279	553	543	1,093
General and administrative expenses	64	55	128	123	260
Research and development expenses	14	19	31	37	71
Other expenses	2	36	5	70	128
Other income	(3)	(10)	(6)	(13)	(22)

Operating income	211	300	414	765	1,141

Finance expenses	59	89	119	176	259
Finance income	(26)	(40)	(51)	(83)	(91)
Finance expenses, net	33	49	68	93	168

Share in earnings of equity-accounted investees	-	-	-	-	1

Income before taxes on income	178	251	346	672	974

Taxes on income	48	84	90	211	287

Net income	130	167	256	461	687

Net income attributable to the non-controlling interests	15	4	32	18	40

Net income attributable to the shareholders of the Company	115	163	224	443	647

Earnings per share attributable to the shareholders of the Company:

Basic earnings per share (in dollars)	0.09	0.13	0.17	0.34	0.50

Diluted earnings per share (in dollars)	0.09	0.13	0.17	0.34	0.50

Weighted-average number of ordinary shares outstanding:

Basic (in thousands)	1,289,901	1,289,347	1,289,716	1,289,293	1,289,361

Diluted (in thousands)	1,290,158	1,290,792	1,289,977	1,290,950	1,290,668

Condensed Consolidated Statements of Financial Position as of (Unaudited)

$ millions	June 30, 2024	June 30, 2023	December 31, 2023
Current assets
Cash and cash equivalents	287	372	420
Short-term investments and deposits	109	166	172
Trade receivables	1,429	1,380	1,376
Inventories	1,544	2,006	1,703
Prepaid expenses and other receivables	298	333	363
Total current assets	3,667	4,257	4,034

Non-current assets
Deferred tax assets	147	149	152
Property, plant and equipment	6,285	6,097	6,329
Intangible assets	857	872	873
Other non-current assets	249	209	239
Total non-current assets	7,538	7,327	7,593

Total assets	11,205	11,584	11,627

Current liabilities
Short-term debt	577	674	858
Trade payables	834	893	912
Provisions	49	75	85
Other payables	802	789	783
Total current liabilities	2,262	2,431	2,638

Non-current liabilities
Long-term debt and debentures	1,850	2,117	1,829
Deferred tax liabilities	500	467	489
Long-term employee liabilities	330	362	354
Long-term provisions and accruals	218	236	224
Other	61	61	56
Total non-current liabilities	2,959	3,243	2,952

Total liabilities	5,221	5,674	5,590

Equity
Total shareholders' equity	5,746	5,670	5,768
Non-controlling interests	238	240	269
Total equity	5,984	5,910	6,037

Total liabilities and equity	11,205	11,584	11,627

Condensed Consolidated Statements of Cash Flows (Unaudited)

$ millions	Three-months ended		Six-months ended		Year ended
	June 30, 2024	June 30, 2023	June 30, 2024	June 30, 2023	December 31, 2023
Cash flows from operating activities
Net income	130	167	256	461	687
Adjustments for:
Depreciation and amortization	152	141	299	271	536
Exchange rate, interest and derivative, net	37	30	96	48	24
Tax expenses	48	84	90	211	287
Change in provisions	(11)	(13)	(53)	(28)	(32)
Other	2	2	4	6	29
	228	244	436	508	844

Change in inventories	58	113	109	164	465
Change in trade receivables	26	268	(115)	233	252
Change in trade payables	(55)	(71)	(29)	(108)	(101)
Change in other receivables	(14)	1	4	(5)	26
Change in other payables	(28)	(184)	(18)	(207)	(210)
Net change in operating assets and liabilities	(13)	127	(49)	77	432

Income taxes paid, net of refund	(29)	(105)	(35)	(214)	(253)

*Net cash provided by operating activities ()**	316	433	608	832	1,710

Cash flows from investing activities
Proceeds (payments) from deposits, net	11	(35)	61	(79)	(88)
Purchases of property, plant and equipment and intangible assets	(142)	(170)	(287)	(334)	(780)
Interest received (*)	3	3	10	5	10
Proceeds from divestiture of assets and businesses, net of transaction expenses	3	-	18	3	4
Business combinations	-	-	(22)	-	-
Other	-	-	-	1	1
Net cash used in investing activities	(125)	(202)	(220)	(404)	(853)

Cash flows from financing activities
Dividends paid to the Company's shareholders	(59)	(146)	(120)	(324)	(474)
Receipt of long-term debt	140	95	338	353	633
Repayments of long-term debt	(226)	(228)	(612)	(398)	(836)
Repayments of short-term debt	(18)	(54)	(1)	(17)	(25)
Interest paid (*)	(43)	(45)	(63)	(64)	(125)
Receipts from transactions in derivatives	-	-	3	6	5
Dividend paid to the non-controlling interests	(57)	(15)	(57)	(15)	(15)
Net cash used in financing activities	(263)	(393)	(512)	(459)	(837)

Net change in cash and cash equivalents	(72)	(162)	(124)	(31)	20
Cash and cash equivalents as of the beginning of the period	363	552	420	417	417
Net effect of currency translation on cash and cash equivalents	(4)	(18)	(9)	(14)	(17)
Cash and cash equivalents as of the end of the period	287	372	287	372	420

(*) Reclassified - see Note 2 to the Company's Interim Financial Statements.

Adjustments to Reported Operating and Net Income (non-GAAP)

$ millions	Three-months ended		Six-months ended
	June 30, 2024	June 30, 2023	June 30, 2024	June 30, 2023
Operating income	211	300	414	765
Charges related to the security situation in Israel ⁽¹⁾	14	-	26	-
Write-off of assets and provision for site closure ⁽²⁾	-	-	-	15
Total adjustments to operating income	14	-	26	15
Adjusted operating income	225	300	440	780
Net income attributable to the shareholders of the Company	115	163	224	443
Total adjustments to operating income	14	-	26	15
Total tax adjustments ⁽³⁾	(3)	-	(6)	(3)
Total adjusted net income - shareholders of the Company	126	163	244	455

(1)	For 2024, reflects charges relating to the security situation in Israel.
(2)	For 2023, reflects mainly a write-off of assets related to restructuring at certain sites, including site closures and facility modifications, as part of the Company's global efficiency plan.
(3)	For 2024 and 2023, reflects the tax impact of adjustments made to operating income.

Consolidated EBITDA for the Periods of Activity

$ millions	Three-months ended		Six-months ended
	June 30, 2024	June 30, 2023	June 30, 2024	June 30, 2023
Net income	130	167	256	461
Financing expenses, net	33	49	68	93
Taxes on income	48	84	90	211
Operating income	211	300	414	765
Depreciation and amortization	152	141	299	271
Adjustments ⁽¹⁾	14	-	26	15
Total adjusted EBITDA ⁽²⁾	377	441	739	1,051

(1)	See "Adjustments to Reported Operating and Net income (non-GAAP)" above.
(2)	In the first half of 2024, the Company's adjusted EBITDA was positively impacted by an immaterial accounting reclassification. For further information, see below in our Potash segment results.

Calculation of Segment EBITDA

$ millions	Industrial Products		Potash		Phosphate Solutions ⁽¹⁾		Growing Solutions
	Three-months ended
	June 30, 2024	June 30, 2023	June 30, 2024	June 30, 2023	June 30, 2024 ⁽²⁾	June 30, 2023	June 30, 2024	June 30, 2023
Segment operating income	60	60	60	167	93	73	25	4
Depreciation and amortization	14	14	58	46	53	56	20	18
Segment EBITDA	74	74	118	213	146	129	45	22

(1)	In alignment with the Company's efficiency plan, which includes a change of reporting responsibilities as of January 2024, the results of a non-phosphate related business were allocated from the Phosphate Solutions segment to Other Activities. Comparative figures have been restated to reflect the organizational change in the reportable segments.
(2)	For Q2 2024, Phosphate Specialties comprised $325 million of segment sales, $46 million of operating income, $11 million of D&A and represented $57 million of EBITDA, while Phosphate Commodities comprised $247 million of segment sales, $47 million of operating income, $42 million of D&A and represented $89 million of EBITDA.

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ICL Reports Second Quarter 2024 Results