ICL Group Files Routine 6-K, Incorporates into S-8

TL;DR

**ICL Group just filed a routine 6-K, mainly for SEC compliance and to update their S-8 registration.**

AI Summary

ICL Group Ltd. filed a Form 6-K on February 28, 2024, for the month of February 2024. This administrative report, identified by Commission File Number 001-13742, states that it shall be incorporated by reference into the company's registration statement on Form S-8, Registration Number 333-205518. The filing primarily serves to update information for an existing employee benefit plan registration. This is a routine compliance filing.

Why It Matters

This filing is a standard administrative step for ICL Group Ltd., ensuring that current information is made available and incorporated into their existing Form S-8, which is typically used for employee stock plans. It reflects ongoing SEC compliance rather than a new material event.

Risk Assessment

Risk Level: low — The filing is purely administrative, detailing the incorporation of a 6-K into an S-8, and does not contain any new material information that would alter the company's risk profile.

Key Numbers

• 001-13742 — Commission File Number (ICL Group's SEC identifier)
• 333-205518 — Registration Number (Form S-8 identifier)

Key Players & Entities

• ICL Group Ltd. (company) — registrant
• United States Securities and Exchange Commission (company) — regulator
• Form 6-K (document) — filing type
• Form S-8 (document) — registration statement type
• 333-205518 (number) — S-8 Registration Number
• 001-13742 (number) — ICL Group Commission File Number
• February 2024 (date) — period of report
• February 28, 2024 (date) — filed as of date

FAQ

Key Financial Figures

• $7,536 m — 2023 Results Delivers annual sales of $7,536 million, with adjusted EBITDA of $1,754 m
• $1,754 m — $7,536 million, with adjusted EBITDA of $1,754 million, and continued strong cash gene
• $818 million — d continued strong cash generation of $818 million Tel Aviv, Israel, February 28, 2024 –
• $7,536 million — 1, 2023. Consolidated annual sales were $7,536 million versus a record $10,015 million in 2022
• $10,015 million — les were $7,536 million versus a record $10,015 million in 2022. Net income was $647 million ve
• $647 million — $10,015 million in 2022. Net income was $647 million versus $2,159 million, while adjusted n
• $2,159 m — 022. Net income was $647 million versus $2,159 million, while adjusted net income was $7
• $715 million — million, while adjusted net income was $715 million versus $2,350 million. Annual adjusted
• $2,350 million — sted net income was $715 million versus $2,350 million. Annual adjusted EBITDA was $1,754 mill
• $1,754 million — 350 million. Annual adjusted EBITDA was $1,754 million versus $4,007 million in 2022. Diluted
• $4,007 million — justed EBITDA was $1,754 million versus $4,007 million in 2022. Diluted earnings per share for
• $0 — iluted earnings per share for 2023 were $0.50, while adjusted diluted EPS was $0.5
• $0.55 — e $0.50, while adjusted diluted EPS was $0.55. Operating cash flow was $1,595 million
• $1,595 million — EPS was $0.55. Operating cash flow was $1,595 million in 2023, while free cash flow was $818
• $357 million — million. For 2023, the Company paid out $357 million in dividends. For the fourth quarter

Filing Documents

• zk2431042.htm (6-K) — 733KB
• image00002.jpg (GRAPHIC) — 20KB
• image00003.jpg (GRAPHIC) — 1KB
• image00004.jpg (GRAPHIC) — 1KB
• 0001178913-24-000733.txt ( ) — 765KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2024 Commission File Number: 001-13742 ICL GROUP LTD. (Exact name of registrant as specified in its charter) ICL Group Ltd. Millennium Tower 23 Aranha Street P.O. Box 20245 Tel Aviv, 61202 Israel (972-3) 684-4400 (Address of principal executive office) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F Form 40-F ICL GROUP LTD. INCORPORATION BY REFERENCE This report on Form 6-K shall be deemed to be incorporated by reference into the registration statement on Form S-8 (Registration Number: 333-205518) of ICL Group Ltd. and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished. In addition, this report on Form 6-K shall be deemed to be incorporated by reference into the Israeli Shelf Prospectus of ICL Group Ltd. filed with the Israel Securities Authority and dated February 28, 2022 (Filing Number: 2022-02-019821) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished. ICL GROUP LTD. 1. Q4 2023 and FY 2023 Results Financial Results and Business Overview December 31, 2023 ICL Group Ltd ICL Reports Fourth Quarter and Full Year 2023 Results Delivers annual sales of $7,536 million, with adjusted EBITDA of $1,754 million, and continued strong cash generation of $818 million Tel Aviv, Israel, February 28, 2024 – ICL (NYSE: ICL) (TASE: ICL), a leading global specialty minerals company, today reported its financial results for the fourth quarter and full year ended December 31, 2023. Consolidated annual sales were $7,536 million versus a record $10,015 million in 2022. Net income was $647 million versus $2,159 million, while adjusted net income was $715 million versus $2,350 million. Annual adjusted EBITDA was $1,754 million versus $4,007 million in 2022. Diluted earnings per share for 2023 were $0.50, while adjusted diluted EPS was $0.55. Operating cash flow was $1,595 million in 2023, while free cash flow was $818 million. For 2023, the Company paid out $357 million in dividends. For the fourth quarter of 2023, consolidated sales were $1,690 million versus $2,091 million. Net income was $67 million, with adjusted net income of $123 million, versus $331 million and $358 million, respectively, for fourth quarter 2022. Adjusted EBITDA in the fourth quarter was $357 million versus $698 million. Fourth quarter diluted earnings per share were $0.05, with adjusted diluted EPS of $0.10, versus $0.25 and $0.28, respectively. Operating cash flow was $415 million in the fourth quarter, while free cash flow was $160 million. "ICL delivered adjusted EBITDA of $1.8 billion and operating cash flow of $1.6 billion, on the backdrop of a record 2022. During 2023, we expanded into additional new end-markets, with the groundbreaking of new advanced facilities and the launch of new innovative products, which will have a long-term impact on growth. We executed against our cost reduction plan and launched further efficiency measures in the fourth quarter, as we continued to respond to challenging market conditions and remained resilient in the face of war," said Raviv Zoller, president and CEO of ICL. "For the year, ICL delivered significant value to shareholders, with $818 million of free cash flow and more than $35 0 million in dividend payments, as we diligently managed the areas under our control, swiftly reacting to changing external conditions. We currently see improving demand in our key end-markets and, while we expect there will be new and continued challenges in 2024, we are looking forward to achieving our goals for the year, including inorganic growth." The Company also announced it is making a change to guidance practices, in order to provide greater transparency for its shareholders. Going forward, the Company will be providing guidance for expected potash sales volumes and EBITDA guidance for all of its business segments other than potash, which will be referred to as specialties-driven business segments. For 2024, the Company expects the specialties-driven segments adjusted EBITDA to be between $0.7 billion to $0.9 billion. For potash, the Company expects 2024 sales volumes to be between 4.6 million metric tons and 4.9 million metric tons. The Company's fourth quarter 2023 Potash segment EBITDA should give a good indication of EBITDA at current prices, and ICL expects every $20 change in the average potash CIF price from current levels to result in a $100 million annual impact to EBITDA (1a). ICL Group Limited Q4 2023 Results 1 Financial Figures and non-GAAP Financial Measures 10-12/2023 10-12/2

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View this 6-K filing on SEC EDGAR