RETALIX LTD.

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The table below presents principal amounts and related weighted average rates by periods of maturity for our investments in deposits (primarily included in cash and cash equivalents in our consolidated financial reports) and marketable securities held as of December 31, 2005. (In thousands, except percentages) Corporate securities held to maturity bearing fixed interest rate (1) Marketable Securities (1) Dollar linked money market funds and deposits (2) New Israeli Shekels linked Deposits (2) British Pounds Sterling linked Deposits (2) Euro linked deposits (2) Australian Dollars Linked deposits (2) Total * Weighted average yield to maturity ** Weighted average yield as per the performance of 2005 *** Weighted average interest rate **** Weighted average yield Maturity Total 2006 2007-8 2009-10 book value Book value $ 5,104 $ 1,120 $ 936 $ 7,160 $ 7,197 WAYM * 3.37% 5.11% 7.05% 4.05% Book value $ 5,815 - - $ 5,815 $ 5,815 WAY** 5.36% - - 5.36% Book value $ 49,513 - - $ 49,513 $ 49,513 WAIR*** 3.81% - - 3.81% Book value $ 1,502 - - $ 1,502 $ 1,502 WAIR*** 2.39% - - 2.39% Book value $ 2,294 - - $ 2,294 $ 2,294 WAIR*** 4.23% - - 4.23% Book value $ 1,984 - - $ 1,984 $ 1,984 WAIR*** 1.11% - - 1.11% Book value $ 399 - - $ 399 $ 399 WAIR*** 4.25% - - 4.25% 87 Total fair value Book value $ 66,611 $ 1,120 $ 936 $ 68,667 $ 68,704 WAY**** 3.82% 5.11% 7.05% 3.87% (1) Classified in the consolidated financial statements attached herein as marketable securities and marketable debt securities (2) Classified in the consolidated financial statements attached herein as cash and cash equivalents
Foreign Currency Risk The majority of our revenues is denominated in U.S. Dollars and or linked to the U.S. dollar, and our financing is mostly in U.S. dollars, and thus the U.S. dollar is our functional currency. However, some portions of our revenues are denominated in British Pounds Sterling, Euros, Australian Dollars and New Israeli Shekels. This situation exposes us from time to time, to fluctuations between the exchange rates of the dollar and the NIS, the British Pound Sterling, the Euro and the Australian Dollar. We hold most of our financial assets in dollar or dollar linked investment channels. In addition, we tend from time to time, to enter into short-term forward inter-currency transactions in an attempt to maintain a similar level of assets and liabilities in any non-U.S. Dollar currency and thus trying to offset exposures to inter-currency fluctuations. The following table sets forth our non-dollar assets and liabilities as of December 31, 2005: (in thousands) Interest Rate Risk Our interest expenses and income are sensitive to changes in interest rates, as all of our cash reserves and borrowings are subject to interest rate changes. Most of our financial reserves are invested in short term interest-bearing deposits. The interest rate on these deposits as well as the interest rate on most of our borrowings is linked to the London Interbank Offered Rate. The policies under which our exposures to currency and interest rate fluctuations are managed is reviewed and supervised by our board of directors. We manage these exposures by performing ongoing evaluations including on a timely basis. ITEM 12 – DESCRIPTION OF SECURITIES OTHER THEN EQUITY SECURITIES Not applicable. PART II ITEM 13 – DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES Not applicable. ITEM 14 – MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS Not applicable. Currency Israeli Currency Other non-dollar currency Assets $ 17,648 $ 14,503 Liabilities $ 19,122 $ 5,909 88
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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
Page 43 and 44: Direct Sales Our direct sales force
Page 46 and 47: ITEM 5 - OPERATING AND FINANCIAL RE
Page 48: The following table shows the impac
Page 51 and 52: Revenues from on-line application,
Page 54 and 55: Product Sales Product sales primari
Page 56 and 57: Gain Arising from Issuance of Share
Page 58 and 59: 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 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 110 and 111: 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
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RETALIX LTD. NOTES TO CONSOLIDATED
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RETALIX LTD. NOTES TO CONSOLIDATED
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NOTE 15 - SELECTED INCOME STATEMENT
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RETALIX LTD. REPORT OF INDEPENDENT
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Report of Independent Registered Pu
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I, Barry Shaked, certify that: File
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I, Danny Moshaioff, certify that: F
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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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