RETALIX LTD.

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RETALIX LTD. CONSOLIDATED STATEMENTS OF CASH FLOWS SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION: (c) Supplemental information on investing activities not involving cash flows: The accompanying notes are an integral part of the consolidated financial statements. F-9 (Continued) - 3 Year ended December 31 2005 2004 2003 U.S. $ in thousands (a) Supplementary disclosure of cash flow information - Fair value of assets acquired and liabilities assumed of subsidiaries and activities acquired at the date of acquisition: Working capital (excluding cash and cash equivalents) (1,441) (2,716) - Deferred revenues 10,677 1,822 - Deferred income taxes (396) (728) - Property plant and equipment, net (1,867) (699) - Amounts funded in respect of employee rights upon retirement - (9) - Accrued liability for employee rights upon retirement - 1,711 - Long-term loan - 1,469 - Short- term bank credit 2,230 - - Minority interests in subsidiary - 141 - Goodwill and other intangible assets arising on acquisition (84,211) (21,013) - Issuance of the Company’s share capital 23,863 5,410 - Increase in account payable- other 833 831 - (b) Supplementary disclosure of cash flow information - cash paid during the period for: (50,312) (13,781) - Interest 1,895 861 1,123 Income tax 4,236 1,818 1,328 1) On April 1, 2005, the Company acquired substantially all of the assets of Integrated Distribution Solutions Inc. (“IDS”), in consideration for cash, as well as the issuance of share capital of the Company in the total amount of approximately $ 6,882,000. 2) On April 1, 2005, the Company acquired approximately 73.4% of the issued and outstanding shares (on an as-converted-to-common-stock basis) of TCI Solutions Inc. (“TCI”), in consideration for cash, as well as the issuance of share capital of the Company in the total amount of approximately $ 16,980,000. 3) During 2004, the Company acquired 100% of the shares of OMI International, Inc. in consideration for the issuance of share capital of the Company in the total amount of $5,410,000. 4) In February 2004, the Company’s subsidiary in the U.K. acquired the supply chain management distribution activities of OMI International Ltd. These activities were acquired in consideration for cash, as well as the issuance of share capital of the Company in the total amount of approximately $ 590,000.
RETALIX LTD. CONSOLIDATED STATEMENTS OF CASH FLOWS (c) Supplemental information on investing activities not involving cash flows (continued): The accompanying notes are an integral part of the consolidated financial statements. F-10 (Concluded) - 4 5) In the year ended December 31, 2003, the Company acquired shares from minority shareholders of a subsidiary in consideration for the issuance of share capital of the Company in the total amount of approximately $ 138,000. 6) In the year ended December 31, 2003, the Company recorded $ 79,000 as capital surplus resulting from issuance of share capital of a newly formed associated company to a third party.
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UNITED STATES SECURITIES AND EXCHAN
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PART I TABLE OF CONTENTS Item 1. ID
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PART II PART III G. Statement by Ex
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ITEM 3 - KEY INFORMATION A. Selecte
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the uncertainty regarding the adopt
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changing customer needs; and frequ
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If we are unsuccessful in establish
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Antitrust scrutiny of e-marketplace
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The dollar cost of our operations i
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It could be difficult to enforce a
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ITEM 4 - INFORMATION ON THE COMPANY
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Our Market Opportunity The customer
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Our solutions provide for both reta
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Leverage our integrated suite of pr
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Enterprise Headquarters Solutions:
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Retalix HQC - Retalix HQ for C-Stor
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• Ordering, receiving • Load ba
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StoreLine.net StoreLine.net is a th
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create and sustain customer interes
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The Retalix InSync Solution Portfol
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Customers Our software has been dep
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Direct Sales Our direct sales force
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ITEM 5 - OPERATING AND FINANCIAL RE
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The following table shows the impac
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Revenues from on-line application,
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Product Sales Product sales primari
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Gain Arising from Issuance of Share
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The increase in cost of product sal
Page 60 and 61: SFAS No. 154. In May 2005, the FASB
Page 62 and 63: The following table presents inform
Page 64 and 65: D. Trend Information Trends we iden
Page 66 and 67: Yoni Stutzen has served as our Exec
Page 68 and 69: The Companies Law and Nasdaq listin
Page 70 and 71: D. Employees Set forth are tables p
Page 72 and 73: Options granted under our Second 19
Page 74 and 75: ITEM 7 - MAJOR SHAREHOLDERS AND REL
Page 76 and 77: PalmPoint In December 2002, a legal
Page 78 and 79: The following table sets forth, for
Page 80 and 81: The oversight of the management of
Page 82 and 83: A quorum in a general meeting consi
Page 84 and 85: In addition, provisions of the Comp
Page 86 and 87: The amount of a distribution with r
Page 88 and 89: Backup Withholding A U.S. holder ma
Page 90 and 91: The benefits available to an approv
Page 92 and 93: Generally, up until the 2006 tax ye
Page 94 and 95: The table below presents principal
Page 96 and 97: ITEM 15 - CONTROLS AND PROCEDURES P
Page 98 and 99: Our audit committee has adopted a p
Page 100 and 101: SIGNATURES The registrant hereby ce
Page 102 and 103: REPORT OF INDEPENDENT REGISTERED PU
Page 104 and 105: RETALIX LTD. CONSOLIDATED BALANCE S
Page 106 and 107: RETALIX LTD. STATEMENTS OF CHANGES
Page 108 and 109: RETALIX LTD. CONSOLIDATED STATEMENT
Page 112 and 113: NOTE 1 - SIGNIFICANT ACCOUNTING POL
Page 114 and 115: RETALIX LTD NOTES TO CONSOLIDATED F
Page 116 and 117: RETALIX LTD. NOTES TO CONSOLIDATED
Page 122 and 123: NOTE 2 - ACQUISITIONS (continued):
Page 124 and 125: NOTE 2 - ACQUISITIONS (continued):
Page 126 and 127: NOTE 4 - GOODWILL AND OTHER INTANGI
Page 128 and 129: NOTE 6 - OTHER LIABILITIES: RETALIX
Page 134 and 135: NOTE 9 - SHAREHOLDERS’ EQUITY (co
Page 136 and 137: NOTE 9 - SHAREHOLDERS’ EQUITY (co
Page 138 and 139: NOTE 10 - TAXES ON INCOME (continue
Page 148 and 149: NOTE 15 - SELECTED INCOME STATEMENT
Page 150 and 151: RETALIX LTD. REPORT OF INDEPENDENT
Page 152 and 153: Report of Independent Registered Pu
Page 154 and 155: I, Barry Shaked, certify that: File
Page 156 and 157: I, Danny Moshaioff, certify that: F
Page 158 and 159: Certification Pursuant to Section 9
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Consent of Independent Registered P
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Retalix Holdings, Inc. Plano, Texas
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RETALIX LTD.

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