Retalix 20F 2011 Annual report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 20-F

o	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 or

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 or

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 or

o	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 000-1021604

RETALIX LTD.

(Exact name of registrant as specified in its charter)

Israel

(Jurisdiction of incorporation or organization)

10 ZARHIN STREET, RA’ANANA 43000, ISRAEL

(Address of principal executive offices)

Hugo Goldman, CFO

Tel: +972-9-776-6631; E-mail: hugo.goldman@retalix.com

10 Zarhin Street, Ra’anana 43000, Israel

(Name, telephone, email and/or facsimile number and address of company contact person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class

Ordinary Shares, par value NIS 1.0 per share

Name of each exchange on which registered

NASDAQ Global Select Market

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

_____________________

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 24,485,946 Ordinary Shares, nominal value NIS 1.00 per share.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

o Yes No x

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

o Yes No x

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

x Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

x Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.

Large Accelerated Filer o Accelerated Filer x Non-Accelerated Filer o

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP x International Financial Reporting Standards o Other o

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:

Item 17 o Item 18 o

If this is an annual report, indicate by check mark whether the registrant is a shell company:

o Yes No x

TABLE OF CONTENTS

		Page

PART I
	Item 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	4
	Item 2. OFFER STATISTICS AND EXPECTED TIMETABLE	4
	Item 3. KEY INFORMATION	4
	Item 4. INFORMATION ON THE COMPANY	22
	Item 4A. UNRESOLVED STAFF COMMENTS	44
	Item 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS	44
	Item 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	66
	Item 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	80
	Item 8. FINANCIAL INFORMATION	83
	Item 9. THE OFFER AND LISTING	84
	Item 10. ADDITIONAL INFORMATION	87
	Item 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	107
	Item 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	110
PART II
	Item 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	110
	Item 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	111
	Item 15. CONTROLS AND PROCEDURES	111
	Item 16A. AUDIT COMMITTEE FINANCIAL EXPERT	112
	Item 16B. CODE OF ETHICS	112
	Item 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES	112
	Item 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	113
	Item 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	113
	Item 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	113
	Item 16G. CORPORATE GOVERNANCE	114
	Item 16H. MINE SAFETY DISCLOSURE	114

PART III
	Item 17. FINANCIAL STATEMENTS	115
	Item 18. FINANCIAL STATEMENTS	115
	Item 19. EXHIBITS	115

PART I

Unless the context otherwise requires, all references in this annual report to “Retalix,” “us,” “we,” and “our” refer to Retalix Ltd. and its consolidated subsidiaries. The information contained in this annual report, including, without limitation, the description of our products is correct as of the date hereof; names and features relating to our products are subject to change from time to time.

Our consolidated financial statements are prepared in United States dollars and in accordance with generally accepted accounting principles in the United States. All references to “dollars” or “$” in this annual report are to United States dollars, and all references to “Shekels” or “NIS” are to New Israeli Shekels. On March 20, 2012, the exchange rate between the NIS and the dollar, as quoted by the Bank of Israel, was NIS 3.749 to $1.00.

Statements in this annual report concerning our business outlook or future economic performance; anticipated revenues, expenses or other financial items; introductions and advancements in development of products, and plans and objectives related thereto; and statements concerning assumptions made or expectations as to any future events, conditions, performance or other matters, are “forward-looking statements” as that term is defined under the Private Securities Litigation Reform Act of 1995 and other U.S. Federal securities laws. We urge you to consider that statements which use the terms “anticipate,” “believe,” “expect,” “plan,” “intend,” “estimate,” and similar expressions are intended to identify forward-looking-statements. Forward-looking statements address matters that are subject to risks, uncertainties and other factors which could cause actual results to differ materially from those in these statements. Factors that could cause or contribute to these differences include, but are not limited to, those set forth under Item 3.D. – “Key Information – Risk Factors”, Item 4 – “Information on the Company” and Item 5 – “Operating and Financial Review and Prospects”, as well as elsewhere in this annual report and in our other filings with the Securities and Exchange Commission, or SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Except as required by applicable law, including the securities laws of the United States, we undertake no obligation to publicly release any update or revision to any forward-looking statements to reflect new information, future events or circumstances, or otherwise after the date hereof.

ITEM 1 – IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2 – OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3 – KEY INFORMATION

A. Selected Financial Data

The selected consolidated statement of income (loss) data set forth below with respect to the years ended December 31, 2007, 2008, 2009, 2010 and 2011 and the selected consolidated balance sheet data set forth below as of December 31, 2007, 2008, 2009, 2010 and 2011 have been derived from our consolidated financial statements that were audited by Kesselman & Kesselman, a member of PricewaterhouseCoopers International Limited. The selected consolidated financial data set forth below should be read in conjunction with “Item 5 – Operating and Financial Review and Prospects” and our consolidated financial statements and notes to those statements for the years 2009, 2010 and 2011 included elsewhere in this annual report. Historical results are not necessarily indicative of the results to be expected in the future.

	Year ended December 31,
	2007			2008			2009			2010		2011
	(in thousands, except share and per share data)

Consolidated statement of income data
Revenues:
Product sales	$	80,511		$	72,907		$	58,145		$	58,000	$	50,933
Services		140,900			148,720			134,248			149,374		185,107
Total revenues		221,411			221,627			192,393			207,374		236,040
Cost of revenues:
Cost of product sales		39,132			45,201			39,560			34,974		31,997
Cost of services		65,281			88,078			74,564			88,526		106,725
Total cost of revenues		104,413			133,279			114,124			123,500		138,722
Gross profit		116,998			88,348			78,269			83,874		97,318
Operating expenses:
Research and development expenses-net		58,653			38,357			28,991			29,657		32,026
Selling and marketing expenses		31,617			23,623			18,776			17,338		26,221
General and administrative expenses		27,539			26,677			21,007			24,635		26,639
Other (income) expenses-net		643			(376	)		(154	)		(181)		(761)
Indirect private placement costs		-			-			1,823			-		-
Impairment of goodwill		-			58,182			-			-		-
Total operating expenses		118,452			146,463			70,443			71,449		84,125
Income (loss) from operations		(1,454	)		(58,115	)		7,826			12,425		13,193
Financial income (expenses)-net		1,032			(1,978	)		1,757			3,509		1,828
Income (loss) before taxes on income		(422	)		(60,093	)		9,583			15,934		15,021
Tax benefit (taxes on income)		435			8,960			(3,494	)		(4,667)		(495)
Share in income (losses) of an associated company		(3	)		54			17			25		38
Net income (loss)		(10	)		(51,079	)		6,106			11,292		14,564
Minority interests in losses (gains) of subsidiaries		(508	)		(537	)		(310	)		(505)		(874)
Net income (loss) attributed to Retalix Ltd.	$	(498	)	$	(51,616	)	$	5,796		$	10,787	$	13,690

Earnings (losses) per share:

Basic	$	(0.02	)	$	(2.55	)	$	0.28		$	0.45	$	0.56

Diluted	$	(0.02	)	$	(2.55	)	$	0.28		$	0.44	$	0.55

Weighted average number of shares used in computation:
Basic		19,851			20,265			20,824			24,102		24,230
Diluted		19,851			20,265			21,020			24,515		24,717

	Year ended December 31,
		2007		2008			2009			2010			2011
	(U.S. $ in thousands)

Consolidated balance sheet data
Cash, Cash equivalents, Deposits and Marketable Securities		$	27,596		$	37,647		$	104,583		$	134,572		$	135,682
Working capital			71,611			83,305			128,910			150,330			146,758
Total assets			288,590			240,792			285,009			304,692			332,080
Total debt			1,055			772			708			267			-
Shareholders' equity			218,518			175,722			215,944			231,076			249,304
Capital stock			172,025			180,815			214,927			218,804			224,179

B. Capitalization and Indebtedness

Not applicable.

C. Reasons for Offer and Use of Proceeds

Not applicable.

D. Risk Factors

The following risk factors, among others, could in the future affect our actual results of operations and could cause our actual results to differ materially from those expressed in forward-looking statements made by us. These forward-looking statements are based on current expectations and we assume no obligation to update this information. You should carefully consider the risks described below and elsewhere in this annual report before making an investment decision. Our business, financial condition or results of operations could be materially adversely affected by any of these risks. The trading price of our ordinary shares could decline due to any of these risks, and you may lose all or part of your investment. The following risk factors are not the only risk factors facing our company. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business.

Risks Related To Our Business

The markets in which we sell our products and services are competitive, and increased competition and industry consolidation could cause us to lose market share, reduce our revenues, and adversely affect our operating results.

The market for retail and distribution food and fuel information systems is highly competitive and is subject to continuous price pressure. A number of companies offer competitive products that address our target markets. In addition, we believe that new market entrants may attempt to develop and acquire retail and distribution food and fuel information systems, and we are likely to compete with new companies in the future. With respect to our Software-as-a-Service, or SaaS, initiatives, in particular, the barriers are relatively low and competition from other established and emerging companies may develop in the future. Some of our existing or potential competitors have greater financial, technical and marketing resources than we have. As a result, these competitors are able to devote greater resources than we can to the development, promotion, sale and support of their products. We also expect to encounter potential customers that, because of existing relationships with our competitors, are committed to the products offered by these competitors. As a result, competitive pressures could cause us to lose market share and require us to reduce our prices and profit margins. This could cause a decline in our revenues and adversely affect our operating results.

Macroeconomic conditions and economic volatility could materially adversely affect the retail food industry, our primary target market. If adverse macroeconomic conditions continue or worsen, our revenues and results of operations could be adversely affected.

Our future growth is critically dependent on increased sales to customers in the retail food industry. We derive the substantial majority of our revenues from the sale of software products and the provision of related services to the retail food industry worldwide, including retailers such as general merchants, supermarkets, convenience stores, fuel chains and restaurants as well as wholesalers and suppliers in this industry. The success of our customers is directly linked to economic conditions in the retail food industry, which in turn are subject to intense competitive pressures, are affected by overall macroeconomic conditions and face shoppers that are increasingly looking for value. During previous economic downturns, the retail food industry experienced significant financial pressures that caused many in the industry to cut expenses and limit investment in projects. This resulted in pricing pressures and more conservative purchasing decisions by customers, including a tendency toward lower-priced products and lower volume of purchases, and a curtailment of capital investment by many of our existing and potential customers, which continued to adversely affect to a certain extent our revenues and results of operations, mainly in the U.S. and Europe.

While we have experienced moderate growth in revenues and earnings and stronger demand in recent quarters, certain markets such as parts of Europe continue to experience weakened or uncertain economic conditions, including the more recent difficulties in the credit markets in the euro zone, and some of our customers, suppliers and partners may continue to be negatively impacted by the global credit markets slowdown. Market conditions may continue to be depressed or may be subject to further deterioration, which could lead to a further reduction in consumer and customer spending overall, and a reduction in our new customer engagements and the size of initial spending commitments under those engagements. This could have an adverse impact on sales of our products and services, as well as increase the credit risk relating to our customers. In addition, a slowdown in buying decisions may extend our sales cycle period and may limit our ability to forecast our flow of new contracts. If such adverse business conditions arise in the future, our business may be harmed.

If we fail to manage changes in personnel effectively, our business could be disrupted, which could harm our operating results.

In the past, there were periods in which we experienced rapid growth in the number of our employees, the size and locations of our physical facilities and the scope of our operations. Any failure to manage growth effectively could disrupt our business and harm operating results. Although in 2008 and most of 2009 we reduced the size of our workforce in response to the prevailing adverse economic conditions, we resumed hiring in the fourth quarter of 2009 and continued to do so throughout 2010 and 2011, and may experience additional growth in the future. Reductions or increases in personnel also entail risks of business disruption and potential adverse effects on our sales and marketing efforts, customer service and research and development activities. These adverse effects could harm our operating results.

If we fail to successfully introduce new or enhanced products to the market, our business and operating results may suffer.

If we are unable to successfully identify, develop or otherwise obtain new products, new features and new services to adequately meet the dynamic needs of our customers, our business and operating results will suffer. The application software market is characterized by:

technological advances in hardware and software development;

evolving standards in computer hardware, software technology and communications infrastructure;

dynamic customer needs; and

new product introductions and enhancements.

For example, in January 2011 we introduced the Retalix 10 Store Suite and since it is a new product, some of its future capabilities are in varying stages of development. While a few of our customers have chosen the current Retalix 10 Store Suite as the solution they implement, there can be no assurance that the full future capabilities of the suite development will be completed successfully, or that many customers will purchase the new Retalix 10 Store Suite. If the Retalix 10 Store Suite does not perform as expected for any reason, is not introduced in a timely manner, or otherwise does not adequately meet the needs of our customers, our revenues and business results may be adversely affected.

Insufficient or slower than anticipated demand for our SaaS and Cloud services could adversely affect our revenue growth.

We have incurred expenses in connection with the development of our SaaS initiatives, including the acquisition of MTXEPS, LLC, or MTXEPS. During January 2012 we further announced that our Retalix 10 suite is cloud ready. If significant demand fails to develop or develops more slowly than we anticipate, we may be unable to recover the expenses we have incurred in the development of these initiatives. Any delay in or failure of the development of significant demand for our SaaS and cloud services could cause our new business initiatives to fail. Even if significant demand does develop for our SaaS and cloud services, the growth of our SaaS and cloud services may erode parts of existing software sales revenue. Any of these factors could adversely affect our revenue growth.

Security breaches and system failures could expose us to liability, harm our business and result in the loss of customers.

We retain sensitive data, including intellectual property, books of record and personally identifiable information, on our networks. It is critical to our business strategy that our infrastructure and other infrastructure we use to host our solutions remain secure, do not suffer system failures and are perceived by customers and partners to be secure and reliable. Despite our security measures, our infrastructure and third party infrastructure we use to host our solutions may be vulnerable to attacks by hackers or other disruptive problems. In particular, our SaaS infrastructure could be vulnerable to security breaches, computer viruses or similar disruptive problems. Our SaaS data centers provide access to and distribution of some of our enterprise software solutions, including our hosted payments management solutions, to our customers. Providing unimpeded access to our SaaS servers is critical to servicing our SaaS customers and providing superior customer service to them. These systems are also subject to telecommunications failures, power loss and various other system failures. Any of these occurrences, whether intentional or accidental, could lead to interruptions, delays or cessation of operation of our SaaS data centers. Any such security breach or system failure may compromise information stored on our networks. Such an occurrence could negatively affect our reputation as a trusted provider of solutions and hosting such solutions by adversely affecting the market’s perception of the security or reliability of our products or services, and with respect to the SaaS application, could cause some of our customers to discontinue subscribing to our SaaS applications.

Sales to large customers represent a significant portion of our revenues, and a significant reduction in sales or services to these customers could significantly reduce our revenues.

Retalix is a leading global provider of innovative software and services to high volume, high complexity retailers, including general merchants, supermarkets, convenience stores, fuel stations, drugstores and department stores. Sales to such retailers and distributors are typically large in size and represent a significant portion of our revenues. A significant reduction in sales and services to any of our large customers could significantly reduce our revenues. This already occurred in the past and it could happen again in the future. We anticipate that sales and services to large customers in any given reporting period will continue to contribute materially to our revenues in the foreseeable future.

The long sales cycle for certain of our products and services could cause revenues and operating results to vary from quarter to quarter, which could cause volatility in our stock price.

We could incur substantial sales and marketing and research and development expenses while customers are evaluating our products and before they place an order with us, if they ever make a purchase at all. Purchases of our solutions are often part of larger information technology infrastructure initiatives on the part of our customers. As a result, these customers typically expend significant effort in evaluating, testing and qualifying our software products. This evaluation process is frequently lengthy and can range from three months to one year or more. We have found that this process is even longer during periods of economic uncertainty, or when we introduce a new product or service, as in the case of the Retalix 10 Store Suite applications that we launched in January 2011. Even after the evaluation process, a potential customer may not purchase our products. In addition, the time required to implement our products can vary significantly with the needs of our customers and generally lasts for several months or more. The implementation process is also subject to delay. We cannot control these delays. As a result, we cannot predict the length of these sales cycles and we cannot control the timing of our sales revenue, and therefore our quarterly operating results have varied in the past and may vary in the future. Long sales cycles also subject us to risks not usually encountered by companies whose products have short sales cycles. These factors include:

the potential cancellation of orders based on customers’ changing budgetary constraints and changing economic conditions;

the shift in orders expected in one quarter to another quarter because of the timing of customers’ procurement decisions;

the unpredictability of internal acceptance reviews;

the size, timing, terms and fluctuations of customer orders and rollout schedules;

the long sales cycle associated with certain of our software products;

the deferral of customer orders in anticipation of new software products or services from us or our competitors;

general economic conditions;

changes in pricing by us or our competitors;

fluctuations in currency exchange rates, and especially the strengthening of the NIS and the Australian Dollar as well as the devaluation of the US Dollar, the Euro and the British Pound;

the uncertainty regarding the adoption of our current and future product and service offerings, including such products as our Retalix 10 Store Suite applications;

technical difficulties with respect to the use of software solutions and services developed by us;

seasonality in customer purchasing and deployment patterns; and

reduced service orders due to reduced product revenues.

These factors could cause our revenues and operating results to vary significantly and unexpectedly from quarter to quarter, which could cause volatility in our stock price.

Our gross margins may vary significantly or decline, adversely affecting our operating results.

Because the gross margins on product revenues from license sales are significantly greater than the gross margins on product revenues from hardware sales and on services revenues, our combined gross margin has fluctuated from quarter to quarter, and it may continue to fluctuate significantly based on our revenue mix between product revenues and services revenues. In addition, since our product revenues are typically comprised of both software license and hardware elements and since the gross margins on license revenues are significantly higher than the gross margins on hardware revenues, our combined gross margin on products revenues in any particular quarter will also depend on our revenue mix between license and hardware revenues. Our operating results in any given quarter may be adversely affected to the extent our gross margins decline due to our generating in that quarter a greater percentage than average of services revenues or a greater percentage than average of hardware revenues. In addition, fixed price contracts for services we provide may expose us to additional risk if the actual costs in connection with such contracts are higher than expected, and therefore reduce our gross margins.

We recorded losses in 2008 and may not be able to sustain profitability.

For the year ended December 31, 2008, we recorded a net loss of $51.6 million. Our 2008 results were adversely impacted by an impairment of goodwill amounting to $58.2 million. Before this impairment charge, we still would have had a net loss in 2008, were it not for a tax benefit. Though we recorded net income for the years ended December 31, 2009, 2010 and 2011, we cannot assure you that we will not report losses in future periods.

Our business will suffer to the extent that we develop new versions of our products based on new software platforms and are not successful in detecting and fixing problems with such software and products, which could harm their ability to achieve market acceptance.

We may develop new versions of our products based on new platforms, such as the product versions based on the Microsoft .NET platform and the J2EE platform, which we developed a number of years ago. The risks of our commitment to new platforms include the following:

the possibility that prospective customers will refrain from purchasing the current versions of our products because they are waiting for new versions;

the possibility that our beta customers with products based on new platforms will not become favorable reference sites;

the possibility that new platforms will not be able to support the multiple sites and heavy data traffic of our largest customers;

the possibility that our development staff will not be able to learn how to efficiently and effectively develop products using new platforms; and

the possibility that we will not be able to transition our customer base to products based on new platforms when these are available.

There can be no assurances that our efforts to develop new products using new platforms will be successful. If the products we develop for new platforms do not achieve market acceptance, it likely will have a material adverse effect on our business, operating results and financial condition.

Our software products might not be compatible with all major hardware and software platforms, which could inhibit sales and harm our business.

Any changes to third-party hardware and software platforms and applications that our products work with could require us to modify our products and could cause us to delay releasing a product until the updated version of that hardware and software platform or application has been released. As a result, customers could delay purchases until they determine how our products will operate with these updated platforms or applications, which could inhibit sales of our products and harm our business. In addition, developing and maintaining consistent software product performance across various technology platforms could place a significant strain on our resources and software product release schedules, which could adversely affect our results of operations. We must continually evaluate new technologies and implement into our products advanced technology. For example, in recent years we have been developing new versions of our products based on the Microsoft .NET platform and the J2EE platform. We cannot assure you that these new versions will be successful. Moreover, if we fail in our product development efforts to accurately address in a timely manner evolving industry standards, new technology advancements or important third-party interfaces or product architectures, sales of our products and services will suffer.

We may have difficulty implementing our products, which could damage our reputation and our ability to generate new business.

Implementation of our software products can be a lengthy process across many different functional and geographic areas of the enterprise, and commitment of resources by our clients is subject to a number of significant risks over which we have little or no control. In particular, this risk applies to: products which are implemented at larger retailers who have multiple divisions requiring multiple implementation projects; products that require the execution of implementation procedures in multiple layers of software, and/or products which offer retailers more deployment options and other configuration choices; and/or customer projects that may involve third party integrators to change business processes concurrent with the implementation of our software. Delays in the implementation of any of our software products, whether by our business partners or us, may result in client dissatisfaction, disputes with our customers, or damage to our reputation or result in cancellation of large projects. Significant problems implementing our software therefore can cause, in addition, delays or prevent us from collecting fees for our software and can damage our ability to generate new business.

Our acquisition of businesses and our failure to successfully integrate these businesses could disrupt our business, dilute your holdings in us and harm our financial condition and operating results.

We have made, and intend to continue to make, strategic acquisitions of complementary companies, products or technologies. For instance, in July 2011 we acquired MTXEPS, a provider of innovative, secure, end-to-end electronic payment software solutions for retailers, delivered via SaaS and in-store models. However, we cannot assure you that suitable acquisition candidates can be located, that acquisitions will be completed with favorable terms (including, for antitrust or other regulatory concerns), or that acquisitions we have made or will make in the future will indeed enhance our portfolio or strengthen our competitive position. Such acquisitions could disrupt our business. In addition, your holdings in our company would be diluted if we issue equity securities in connection with any acquisition, as we did in past acquisitions. Acquisitions involve numerous risks, including:

problems in integration of acquired operations, technologies or products and personnel;

unanticipated or unidentified costs or liabilities, whether or not a proposed acquisition is consummated;

diversion of management's attention;

adverse effects on existing business relationships with suppliers and customers, which could lead to bad debts;

risks associated with entering markets in which we have no or limited prior experience;

potential loss of key employees, particularly those of the acquired organizations; and

potential future write-offs of goodwill recorded as a result of the acquisitions.

Further, products that we acquire from third parties often require significant expenditures of time and resources to upgrade and integrate with our existing product suite. We may not be able to successfully integrate any business, technologies or personnel that we have acquired or that we might acquire in the future, and this could harm our financial condition and operating results.

If we fail to adhere to regulations and security standards imposed by credit card networks, or if our products are not certified or otherwise fail to comply with such regulations and security standards applicable to software and service providers, who provide software and services to retailers (such as payment card industry standards, etc.), our results of operations could be adversely affected.

Our software products are designed to collect, store, and route certain personally identifiable information from the clients of our customers, as well as processing such clients’ payments using payment information. In addition, we may store such information on our servers, in the case of our SaaS and cloud based products and services.

We are required by our customers to meet industry standards imposed by payment systems standards setting organizations such as EMVCo LLC, credit card associations such as Visa, MasterCard, and other credit card associations and standard setting organizations such as PCI SSC, Intermec and the U.K. Cards Association and other local organizations. Furthermore, many of our offerings are subject to the Payment Card Industry Data Security Standards (PCI DSS), which is a multifaceted security standard that is designed to protect credit card account data as mandated by payment card industry entities. Even though we attempt to protect our company through our contracts with our customers and other third-party service providers and in certain cases assess their security controls, we still have limited oversight or control over their actions and practice.

New standards are continually being adopted or proposed as a result of worldwide anti-fraud initiatives, encryption of cardholder data, the increasing need for system compatibility and technology developments such as wireless and wireline IP communication. We cannot be sure that we will be able to design our solutions to comply with future standards or regulations on a timely basis, if at all. Compliance with these standards could increase the cost of developing or producing our products, while non- compliance may harm our reputation or result in customer claims. New products designed to meet any new standards need to be introduced to the market and ordinarily need to be certified by the credit card associations and our customers before being purchased. The certification process is costly and time consuming and increases the amount of time it takes to sell our products. Selling products that are non-compliant may result in fines against us or our customers, which we may be liable to pay.

In addition, even if our products are designed to be compliant, compliance with certain security standards is determined based on our customer’s or service provider's network environment in which our software is installed and, therefore, is dependent upon a number of additional factors such as proper installation of the components of the environment including our systems, compliance of software and system components provided by other vendors, implementation of compliant security processes and business practices and adherence to such processes and practices.

Our business and financial condition could be adversely affected if we do not comply with new or existing industry standards and regulations, or obtain or retain necessary regulatory approval or certifications in a timely fashion, or if compliance results in increasing the cost of our products.

Some of our products contain “open source” software, and any failure to comply with the terms of one or more associated open source licenses could negatively affect our business.

Some of our products are distributed with software licensed by its authors or other third parties under so-called “open source” licenses, including, for example, the Mozilla Public License, the BSD License and the Apache License. Some of those licenses may require as a condition of the license that we make available source code for modifications or derivative works we create based upon, incorporating, or using such open source software, that we provide various notices with our products, and/or that we license such modifications or derivative works under the terms of a particular open source license or other license granting third parties certain rights of further use. The terms of some open source licenses have not been interpreted by any U.S. court or, to our knowledge, any other court, and there is a risk that these licenses could be construed in a manner that could impose unanticipated conditions or restrictions on our ability to market our products. If an author or other third party that distributes such open source software were to allege that we had not complied with the conditions of one or more of those open source licenses, we could be required to incur legal expenses in defending against such allegations, and if our defenses were not successful, we could be enjoined from distribution of the products that contained the open source software and/or required to either make the source code for the open source software available, to grant third parties certain rights of further use of our software, or to remove the open source software from our products, which could disrupt our distribution and sale of some of our products. In addition, if we combine our proprietary software with open source software in a certain manner, we could, under certain open source licenses, be required to release the source code of our proprietary software, which could limit or eliminate our ability to commercialize such software. If an author or other third party that distributes open source software were to obtain a judgment against us based on allegations that we had not complied with the terms of any such open source licenses, we could also be subject to liability for copyright infringement damages and breach of contract for our past distribution of such open source software. Although we take reasonable steps to ensure that our programmers do not include open source software in products and technologies we intend to keep proprietary, we do not exercise complete control over the development efforts of our programmers and we cannot be certain that our programmers have not incorporated open source software into products and technologies we intend to keep proprietary.

We could be exposed to possible liability for supplying inaccurate information to our B2B and SaaS customers, which could result in significant costs, damage our reputation and decreased demand for our products.

The information provided in our B2B and SaaS applications could contain inaccuracies. Dissatisfaction of the providers of this information or our customers with inaccuracies could materially adversely affect our ability to attract suppliers and new customers and retain existing customers. In addition, we may face potential liability for inaccurate information under a variety of legal theories, including defamation, negligence, copyright or trademark infringement and other legal theories based upon the nature, publication or distribution of this information. Claims of this kind could divert management time and attention and could result in significant cost to investigate and defend, regardless of the merits of any of these claims. The filing of any claims of this kind may also damage our reputation and decrease demand for our products.

Errors or defects in our software products could diminish demand for our products, harm our reputation and reduce our operating results.

Our software products are complex and may contain design defects, software errors, or security problems that could be detected at any point in the life of the product. We cannot assure you that software errors, design defects, or security problems will not be found in new products or releases after they have been implemented and used over time with different computer systems and in a variety of applications and environments. This could result in diminished demand for our products, delays in market acceptance and sales, diversion of development resources, harm to our reputation or increased service and warranty costs. In addition, if software errors or design defects in our products cause damage to our customers’ data, we could be subject to liability based on product liability claims. Our agreements with customers that attempt to limit our exposure to product liability claims may not be enforceable in jurisdictions where we operate. Our insurance policies may not provide sufficient protection should a claim be asserted against us. If any of these risks were to occur, our operating results could be adversely affected.

Errors or defects in other vendors’ products with which our products are integrated could adversely affect the market acceptance of our products and expose us to product liability claims from our customers.

Because our products are generally used in systems with other vendors’ products, our products must integrate successfully with these existing systems. As a result, when problems occur in a system, it may be difficult to identify the product that caused the problem. System errors, whether caused by our products or those of another vendor, could adversely affect the market acceptance of our products, and any necessary revisions could cause us to incur significant expenses. Regardless of the source of these errors or defects, we will need to divert the attention of engineering personnel from our product development efforts to address errors or defects detected. These errors or defects could cause us to incur warranty or repair costs, liability claims or lags or delays. Moreover, the occurrence of errors or defects, whether caused by our products or the products of another vendor, may significantly harm our relations with customers, or result in the loss of customers, harm our reputation and impair market acceptance of our products.

We are dependent on key personnel to manage our business, the loss of whom could negatively affect our business.

Our future success depends upon the continued services of our executive officers, and other key sales, marketing, research and development and support personnel. We do not have “key person” life insurance policies covering any of our employees. Any loss of the services of our executive officers or other key personnel could adversely affect our business.

If we are unable to attract, assimilate or retain qualified personnel, our ability to develop, sell and market our products could be adversely impacted.

As our portfolio of products is comprised of complex software products designed to address our customers’ critical business functions, the success of our business and our business operations depends on our ability to attract, train, relocate, motivate and retain highly qualified engineers, software programmers and sales and marketing personnel, as well as other highly qualified personnel, on a global basis. Competition for highly-skilled engineers, IT professionals and sales and marketing personnel is intense in our industry, and we may not be successful in attracting, assimilating or retaining qualified engineers, IT professionals and sales and marketing personnel to fulfill our current or future needs. This could adversely impact our ability to develop, sell and market our products and services, and our ability to meet the needs of our customers. Moreover, if we are successful in winning several new customers or several new large-scale projects in a short period of time, we may be required to rapidly attract and retain additional highly qualified IT professionals. Failure to rapidly attract such appropriate personnel may result in increased retention costs and create difficulties in managing our operations and meeting our commitments to our customers and compete successfully on new business.

Antitrust scrutiny of B2B initiatives may adversely affect our business.

The establishment and operation of B2B initiatives may raise issues under various countries’ antitrust laws. To the extent that antitrust regulators take adverse action with respect to business-to-business e-commerce exchanges or establish rules or regulations governing these exchanges, or that there is a perception that regulators may do any of the foregoing, the establishment and growth of our B2B initiatives may be delayed, which may adversely affect our business.

Because we operate globally, we are subject to additional risks.

We currently offer our software products, professional services and SaaS services in a number of countries and we intend to enter additional geographic markets. Our business is subject to risks that often characterize international markets and may have a material adverse effect on our international operations, which could harm our results of operations and financial condition, including:

potentially weak protection of intellectual property rights;

economic and political instability;

import or export licensing requirements;

partial or non-acceptance of non-localized products;

legal and cultural differences in conduct of business (including trade restrictions and labor and immigration regulations);

difficulties in collecting accounts receivable;

longer payment cycles;

unexpected changes in regulatory requirements and tariffs;

seasonal reductions in business activities in some parts of the world, such as during the summer months in Europe;

fluctuations in exchange rates;

potentially adverse tax consequences; and

difficulties in complying with varied regulatory requirements across jurisdictions.

Our business and operating results could be harmed if we fail to protect and enforce our intellectual property rights.

Any misuse of our technology or the development of competing technology can considerably harm our business. Our portfolio is vastly comprised of software products we developed or acquired over the years, and that we regard as proprietary. While we rely upon a combination of trademarks, contractual rights, trade secret law, copyrights, non-disclosure agreements, licensing arrangements and other methods to protect our intellectual property rights, we currently have one patent application pending and no issued patents protecting our products. In addition, the laws of some countries in which our products are or may be developed, marketed or sold may not protect our products or intellectual property rights, increasing the possibility of piracy of our technology and products. Our competitors could also independently develop technologies that are substantially equivalent or superior to our technology.

Our intellectual property rights protection measures may not be adequate and therefore we may not be able to prevent unauthorized use of our products. It may also be necessary to litigate to enforce our copyrights and other intellectual property rights, to protect our trade secrets or to determine the validity of and scope of the proprietary rights of others. Such litigation can be time consuming, distracting to management, expensive and difficult to predict. Our failure to protect or enforce our intellectual property could have an adverse effect on our business and results of operation.

Our technology may infringe on the intellectual property rights of third parties and we may lose our rights to it, which would harm our business.

We may be subject to infringement claims as the number of products and competitors in our industry segment grows and the functionality of products in different industry segments overlap. It is possible that we will inadvertently violate the intellectual property rights of other parties and that other parties will assert infringement claims against us. If we violate the intellectual property rights of other parties, we may be required to modify our products or intellectual property or obtain a license to permit their continued use. Any future litigation to defend ourselves against allegations that we have infringed the rights of others could result in substantial cost to us, even if we ultimately prevail, and a determination against us in any such litigation could subject us to significant liabilities to other parties and could prevent us from developing, selling or using our products. If we lose any of our rights to our proprietary technology, we may not be able to continue our business.

Our results of operations could be harmed as a result of a strengthening or weakening of the dollar compared to other currencies.

We generate a majority of our revenues in dollars or in dollar-linked currencies, but some of our revenues are generated in other currencies such as the NIS, the Australian Dollar, the British Pound and the Euro. As a result, some of our financial assets are denominated in these currencies, and fluctuations in these currencies could adversely affect our financial results. A considerable amount of our expenses are generated in dollars or in dollar-linked currencies, but a significant portion of our expenses such as salaries or hardware costs are generated in other currencies such as the NIS, the Australian Dollar, the British Pound or the Euro. In addition to our operations in Israel, we are expanding our international operations. Accordingly, we incur and expect to continue to incur additional expenses in non-dollar currencies. As a result, some of our financial liabilities are denominated in these non-dollar currencies. Most of the time, our non-dollar assets are not totally offset by non-dollar liabilities. Due to the foregoing and to the fact that our financial results are measured in dollars, our results could be adversely affected as a result of a strengthening or weakening of the dollar compared to these other currencies. During 2009 and 2010 the dollar depreciated in relation to the NIS, which raised the dollar cost of our Israeli based operations and adversely affected our financial results, while during 2011 the dollar increased in relation to the NIS, which reduced the dollar cost of our Israeli based operations costs. In addition, our results could also be adversely affected if we are unable to guard against currency fluctuations in the future. Accordingly, we have entered and may continue to enter into currency contracts that are either designated for hedging or not purposed to decrease the risk of financial exposure from fluctuations in the exchange rate of the dollar against the NIS or other currencies. These measures, however, may not adequately protect us from future currency fluctuations and, even if they do protect us, involve operational or financing costs we would not otherwise incur.

We may fail to maintain effective internal control in accordance with Section 404 of the Sarbanes-Oxley Act of 2002.

The Sarbanes-Oxley Act of 2002 imposed certain duties on us and our executive officers and directors. Our efforts to comply with the requirements of the Sarbanes-Oxley Act of 2002, and in particular with Section 404 under it, resulted in increased general and administrative expenses and a diversion of management time and attention, and we expect these efforts to require the continued commitment of resources. If we fail to maintain the adequacy of our internal controls, we may not be able to conclude that we have effective internal control over financial reporting. We cannot assure you that we will able to conclude in future years that we have effective internal control over financial reporting. In particular, we are still in the process of implementing an enterprise resource planning, or ERP, system to improve our internal management of our financial operations. This could yet create problems with our planning, integration of data or compatibility with other internal systems. Controls that are considered adequate at one time may become inadequate in the future because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Failure to maintain effective internal control over financial reporting could result in investigations or sanctions by regulatory authorities, and could have a material adverse effect on our operating results, investor confidence in our reported financial information, and the market price of our ordinary shares.

If we encounter problems with our ERP system, this could disrupt our internal operations, increase our costs and adversely affect our financial results or our ability to report our financial results.

Since 2008, we have been implementing an ERP system to improve our internal management of our financial operations. This is intended to result in a more centralized, streamlined planning system featuring more transparent and efficient use of real-time data. We have incurred significant expenses in implementing such system and are in the final stages of such implementation. Investments in new technology are complex and time consuming, may cause unexpected delays due to errors until their correction, may require us to continue incurring expenses and making investments in the system in order to make it more efficient and could create problems with our planning, integration of data or compatibility with other internal systems. This may result in increasing our costs and adversely affecting our financial results or our ability to report our financial results in a timely and accurate manner.

Under ASC 718 “ Compensation – Stock Compensation ”, we are required to record a compensation expense in connection with share-based compensation which significantly reduces our profitability.

Accounting Standard Codification No. 718 requires all share-based payments to employees to be recognized as a compensation expense based on their fair values. During 2009, 2010 and 2011, this accounting standard had a material impact on our results by increasing our expenses, which lowered our reported net income by approximately $2.6 million, $3.9 million and $2.3 million, respectively. Should economic events or our business or operational characteristics change, or should there be a change in the habits of our employees with respect to stock option exercises and forfeitures, future determinations as to fair value may significantly change the value attributed to stock-based compensation and significantly impact our results of operations.

Risks Related To Our Location in Israel

Potential political, economic and military instability in the Middle East may adversely affect our results of operations.

Our principal offices and headquarters are located in Israel. Accordingly, political, economic and military conditions in the Middle East may affect our operations. Ongoing violence between Israel and the neighboring countries, as well as recent instability due to political changes in these countries (such as Egypt and Syria) and the threat to Israel caused by Iran stepping up its efforts to achieve nuclear capability may effect our business, financial conditions and results of operations. Recent political events in Egypt and other countries in the Middle East have shaken the stability of those countries. These circumstances may escalate in the future to violent events which may affect Israel and us, which would likely negatively affect business conditions and adversely affect our results of operations. Furthermore, several countries continue to restrict or ban business with Israel and Israeli companies. These restrictive laws and policies may seriously limit our ability to make sales in those countries.

Our results of operations could be negatively affected by the obligations of our personnel to perform military service.

Our operations could be disrupted by the absence for significant periods of one or more of our executive officers, key employees or a significant number of other employees because of military service. Some of our executive officers and the majority of our male employees in Israel are obligated to perform military reserve duty, which could accumulate annually from several days to up to two months in special cases and circumstances. The length of such reserve duty depends, among other factors, on an individual’s age and prior position in the army. In addition, if a military conflict or war occurs, these persons could be required to serve in the military for extended periods of time. Any disruption in our operations as the result of military service by key personnel could harm our business.

The dollar cost of our operations in Israel will increase to the extent increases in the rate of inflation in Israel are not offset by a devaluation of the NIS in relation to the dollar, which would harm our results of operations.

Since a considerable portion of our expenses, such as employees’ salaries, are linked to an extent to the rate of inflation in Israel, the dollar cost of our operations is influenced by the extent to which any increase in the rate of inflation in Israel is or is not offset by the devaluation of the NIS in relation to the dollar. As a result, we are exposed to the risk that the NIS, after adjustment for inflation in Israel, will appreciate in relation to the dollar. In that event, the dollar cost of our operations in Israel will increase and our dollar-measured results of operations will be adversely affected. During 2011, the value of the dollar increased in relation to the NIS by 7.7%, and inflation increased by 2.2%. We cannot predict whether in the future the NIS will appreciate against the dollar or vice versa. Any increase in the rate of inflation in Israel, unless the increase is offset on a timely basis by a devaluation of the NIS in relation to the dollar, will increase labor and other costs, which will increase the dollar cost of our operations in Israel and harm our results of operations.

We currently participate in or receive tax benefits from government programs. These programs require us to meet certain conditions and these programs and benefits could be terminated or reduced in the future, which could harm our results of operations.

We receive tax benefits under the Israeli Law for Encouragement of Capital Investments, 1959, or the Investments Law and its amendments, with respect to our production facilities that are designated as “Approved Enterprises” or “Benefited Enterprises”. See “Operating Results— Corporate Tax Rate” under Item 5.A of this annual report for additional information concerning our effective corporate tax rate. In order to receive these tax benefits, we are required to comply with certain requirements as described in “Taxation” under Item 10.E below. We believe that we are currently in compliance with these requirements. However, if we fail to meet these requirements, we would be subject to corporate tax in Israel at the regular statutory rate. We could also be required to refund historical tax benefits of up to approximately $11.1 million, not including interest and adjustments for inflation based on the Israeli consumer price index. In addition, an increase in our development activities outside of Israel may be construed as a failure to comply with the Investments Law conditions. There can be no assurance that new benefits will be available, or that existing benefits will be available in the future, at their current level or at any level.

On December 27, 2010, the Israeli parliament approved an amendment to the law dealing with Approved and Benefited Enterprise programs effective as of January 1, 2011. This amendment generally abolishes the previous tax benefit routes that were afforded under the law, specifically the tax-exemption periods previously allowed, and introduces certain new tax benefits for industrial enterprises meeting the criteria of the law. See “Israel Taxation—Law for the Encouragement of Capital Investments, 1959” under Item 10.E of this annual report for additional information.

Although this recent amendment took effect on January 1, 2011, the transitional provisions of its adoption allow the company to defer its adoption to future years. While we do not believe that this amendment will have a material effect on our provision for taxes, it is too early to predict how the new law is to be implemented since tax authority guidance has yet to be released and accepted practice has yet to be established.

Because we received grants from the Office of the Chief Scientist in previous years, we are subject to ongoing restrictions that limit the transferability of our technology and of our right to manufacture outside of Israel, and certain of our large shareholders are required to undertake to observe such restrictions.

We received in previous years royalty-bearing grants from the Office of the Chief Scientist, or OCS, of the Ministry of Industry, Trade and Labor of the Government of Israel. We must pay royalties to the OCS on the revenue derived from the sale of products and technologies, and related services, which incorporate or are based on know-how developed with the grants from the OCS. As of December 31, 2011, our total contingent liability to the OCS in this respect amounted to $4.4 million. According to Israeli law, any products which incorporate or are based on know-how developed with grants from the OCS are usually required to be manufactured in Israel, unless we obtain prior approval of a governmental committee. As a condition to obtaining this approval, we may be required to pay the OCS up to 300% of the grants we received and to repay such grants at a quicker rate. In addition, we are prohibited from transferring to third parties the technology developed with these grants without the prior approval of a governmental committee. Any non-Israeli who becomes a direct holder of 5% or more of our outstanding ordinary shares will be required to notify the OCS and to undertake to observe the law governing the grant programs of the OCS, the principal restrictions of which are the transferability limits described above in this paragraph.

In order to meet specified conditions in connection with the grants and programs of the OCS, we have made representations to the Government of Israel about our Israeli operations. If we fail to meet the conditions related to the grants, including the maintenance of a material presence in Israel, or if there is any material deviation from the representations made by us to the Israeli government, we might be required to refund the grants previously received (together with an adjustment based on the Israeli consumer price index and an interest factor) and would likely be ineligible to receive OCS grants in the future. The inability to receive these grants would result in an increase in our research and development expenses.

Under current Israeli law, we may not be able to enforce covenants not to compete and therefore may be unable to prevent our competitors from benefiting from the expertise of some of our former employees and officers.

Israeli courts have required employers seeking to enforce non-compete undertakings against former employees to demonstrate that the former employee breached an obligation to the employer and thereby caused harm to one of a limited number of legitimate interests of the employer recognized by the courts, such as the confidentiality of certain commercial information or a company’s intellectual property. We currently have non-competition clauses in the employment agreements of most of our employees. The provisions of such clauses prohibit our employees, if they cease working for us, from directly competing with us or working for our competitors. In the event that any of our employees chooses to work for one of our competitors, we may be unable to prevent that competitor from benefiting from the expertise such former employee obtained from us, if we cannot demonstrate to the court that such former employee breached a legitimate interest of ours recognized by a court and that we suffered damage thereby.

It could be difficult to enforce a U.S. judgment against our officers, our directors and us.

Service of process upon us, upon our directors and officers, a substantial number of whom reside outside the United States, may be difficult to obtain within the United States. Furthermore, because our principal assets and a substantial number of our directors and officers are located outside the United States, any judgment obtained in the United States against us or any of our directors and officers may not be collectible within the United States.

Additionally, it may be difficult for you to enforce civil liabilities under the Securities Act of 1933 and the Securities Exchange Act of 1934, or the Exchange Act, in original actions instituted in Israel. Israeli courts may refuse to hear a claim based on a violation of U.S. securities laws because Israel is not the most appropriate forum to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel addressing these matters.

However, subject to specified time limitations and other conditions, Israeli courts may enforce a U.S. final executory judgment in a civil matter, including a monetary or compensatory judgment in a non-civil matter, obtained after due process before a court of competent jurisdiction according to the laws of the state in which the judgment is given and the rules of private international law currently prevailing in Israel.

Provisions of Israeli law could delay, prevent or make difficult a change of control, and therefore depress the price of our shares.

Provisions of Israeli corporate law may have the effect of delaying, preventing or making more difficult a merger with, or acquisition of, us. The Israeli Companies Law – 1999, or the Companies Law, generally provides that, other than in specified exceptions, a merger be approved by the board of directors and a majority of the shares present and voting on the proposed merger at a meeting of shareholders. Upon the request of any creditor of a party to the proposed merger, a court may delay or prevent the merger if it concludes that there is a reasonable concern that as a result of the merger, the surviving company will be unable to satisfy the obligations of the surviving company. Furthermore, a merger may generally not be completed unless at least (i) 50 days have passed since the filing of the merger proposal with the Israeli Registrar of Companies and (ii) 30 days have passed since the merger was approved by the shareholders of each of the parties.

The Companies Law also provides that an acquisition of shares in a public company must be made by means of a tender offer if as a result of the acquisition the purchaser would become a 25% or greater shareholder of the company, unless there is already another 25% or greater shareholder of the company. Similarly, an acquisition of shares must be made by means of a tender offer if as a result of the acquisition the purchaser would become a 45% or greater shareholder of the company, unless there is already a 45% or greater shareholder of the company. In any event, if as a result of an acquisition of shares the acquirer will hold more than 90% of a company’s shares, the acquisition must be made by means of a tender offer for all of the shares. Finally, Israeli tax law treats some acquisitions, such as stock-for-stock exchanges between an Israeli company and a foreign company, less favorably than U.S. tax laws. For example, Israeli tax law may, under certain circumstances, subject a shareholder who exchanges his ordinary shares for shares in another corporation to taxation prior to the sale of the shares received in such stock-for-stock swap. These laws may have the effect of delaying or deterring a change in control of us, thereby limiting the opportunity for shareholders to receive a premium for their shares and possibly affecting the price that some investors are willing to pay for our securities.

The rights and responsibilities of our shareholders are governed by Israeli law and differ in some respects from the rights and responsibilities of shareholders under U.S. law.

We are incorporated under Israeli law. The rights and responsibilities of holders of our ordinary shares are governed by our memorandum of association, our articles of association and by Israeli law. These rights and responsibilities differ in some respects from the rights and responsibilities of shareholders in typical U.S. corporations. In particular, a shareholder of an Israeli company has a duty to act in good faith toward the company and other shareholders and to refrain from abusing his power in the company, including, among other things, in voting at the general meeting of shareholders on certain matters. See “Duties of Shareholders” under Item 10.B of this annual report for additional information concerning this duty.

Risks Related To Our Ordinary Shares

Our stock price has fluctuated and could continue to fluctuate significantly.

The market price for our ordinary shares, as well as the price of shares of other technology companies, has been volatile. Numerous factors, many of which are beyond our control, may cause the market price of our ordinary shares to fluctuate significantly, such as:

fluctuations in our quarterly revenues and earnings and those of our publicly held competitors;

shortfalls in our operating results from levels forecast by securities analysts;

announcements concerning us or our competitors;

changes in pricing policies by us or our competitors;

general market conditions, and changes in market conditions in our industry; and

trading volumes and the general state of the securities markets.

In addition, trading in shares of companies listed on the Nasdaq Stock Market (including the Nasdaq Global Select Market), or Nasdaq, in general and trading in shares of technology companies in particular have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to operating performance. These broad market and industry factors may depress our share price, regardless of our actual operating results. In addition, if we issue additional shares in financings or acquisitions, our shareholders will experience additional dilution and the existence of more shares could decrease the amount that purchasers are willing to pay for our ordinary shares.

Two shareholders may be able to control us.

As of March 20, 2012, the Alpha Group holds an aggregate of 4,803,900 ordinary shares and warrants to purchase an additional 1,250,000 ordinary shares, representing in the aggregate beneficial ownership of 23.5% of our ordinary shares (after giving effect to the exercise of such warrants). The Alpha Group is comprised of the following individuals: Boaz Dotan, Eli Gelman, Nehemia Lemelbaum, Avinoam Naor and Mario Segal. In addition, as of March 20, 2012, Ronex Holdings, Limited Partnership, or Ronex, an affiliate of the FIMI Opportunity Funds, holds 4,471,591 ordinary shares, representing beneficial ownership of 17.4% of our ordinary shares (after giving effect to the exercise of Alpha Group warrants). Furthermore, the Alpha Group and Ronex are parties to a shareholders agreement pursuant to which they have undertaken to elect a board of directors comprised of 11 members, of which six nominees will be designated by the Alpha Group and five nominees will be designated by Ronex. They also have agreed to meet with one another before any shareholder meeting and try to reach a unified position with respect to the principal proposals on the agenda of such meeting. As a result of the shareholders agreement, the Alpha Group and Ronex may be deemed to share beneficial ownership of 10,525,491, or 40.9%, of our outstanding shares (after giving effect to the exercise of Alpha Group warrants). See Item7A below for more information about these shareholders.

If the Alpha Group and Ronex act together, they may likely have the power to control the outcome of matters submitted for the vote of shareholders, including the approval of change in control transactions, as well as other strategic matters and the composition of our management. This may make certain transactions more difficult and result in delaying or preventing a change in control of us unless approved by one or both of them.

Substantial future sales of our ordinary shares may depress our share price.

The Alpha Group is entitled to demand that we register with the SEC resales of 4,803,900 ordinary shares and 1,250,000 ordinary shares underlying warrants, subject to certain conditions and limitations on its registration rights and resale rights. If the Alpha Group or other shareholders sell substantial amounts of our ordinary shares, including shares issued upon the exercise of outstanding warrants or employee options, or if the perception exists that we or our shareholders may sell a substantial number of our ordinary shares, the market price of our ordinary shares may fall. If we issue additional shares in financings or acquisitions, our shareholders will experience additional dilution and the existence of more outstanding shares could reduce the amount purchasers are willing to pay for our ordinary shares. Any substantial sales of our ordinary shares in the public market also might make it more difficult for us to sell equity securities.

Our ordinary shares are traded on more than one market and this may result in price variations.

Our ordinary shares are traded on the Nasdaq and on the Tel Aviv Stock Exchange, or the TASE. Trading in our ordinary shares on these markets is effected in different currencies (dollars on Nasdaq and NIS on the TASE) and at different times (resulting from different time zones, different trading days and different public holidays in the United States and Israel). Consequently, the trading prices of our ordinary shares on these two markets often differ, resulting from the factors described above as well as differences in exchange rates and from political events and economic conditions in the United States and Israel. Any decrease in the trading price of our ordinary shares on one of these markets could cause a decrease in the trading price of our ordinary shares on the other market.

ITEM 4 – INFORMATION ON THE COMPANY

A. History and Development of the Company

We were incorporated on March 5, 1982, under the laws of the State of Israel. Both our legal and commercial name is Retalix Ltd. Our principal offices are located at 10 Zarhin Street, Ra’anana 43000, Israel, and our telephone number is (011) 972-9-776-6600. Our U.S. agent is our subsidiary, Retalix USA Inc., located at 6100 Tennyson Parkway, Suite 150, Plano, Texas 75024, and its telephone number is (469) 241-8400. Our website address is www.retalix.com. The information contained on, or linked from, our website is not a part of this annual report.

Our ordinary shares began trading on the TASE in October 1994 and on the Nasdaq National Market (now the Nasdaq Global Select Market) in July 1998.

During our initial years of operation in the 1980s and the early 1990s we focused on the development and sales of store level software solutions to food retailers. During the second half of the 1990s we expanded our offerings to cover, in addition to solutions designed for the grocery retail industry, also solutions for the fuel and convenience retail industries as well as solutions covering the management of sales operations at the chain level. During this period we also significantly increased our sales internationally and in particular in the United States. During the period from 1999 through 2003, we strengthened our presence internationally, formed our StoreNext initiatives in Israel and the United States, which are designed to create collaborative communities of small retailers, suppliers and manufacturers, and we enriched our offerings with the introduction of web based and mobile solutions. During 2004 and 2005, we widened our offerings to include certain merchandizing and supply-chain management solutions for retailers as well as for suppliers and manufacturers. In 2005, we introduced new sophisticated solutions complementing industry focuses and needs, such as customer loyalty and optimization of ordering. Over the last few years we have developed a number of merchandising applications, most particularly our buying suite (formerly known as Insync). In January 2011, we continued to enhance our store-based offerings with the introduction of our Retalix 10 Store Suite as well as an expanded set of Services offerings to better serve our customers.

Principal Capital Expenditures

We had capital expenditures of $3.0 million in 2009, $2.6 million in 2010 and $5.3 million in 2011. Our capital expenditures in 2009 consisted primarily of the purchase of software and related professional services, computers and peripheral equipment related to the ERP system, amounting to approximately $1.8 million, and our capital expenditures related to building refurbishment, levies, improvements and furniture amounting to approximately $1.2 million. During 2010, we purchased software, computers and peripheral equipment in the amount of $2.1 million that are mostly related to the increased development activity and partly related to our ERP system ongoing implementation. During 2011 we purchased software, computers and peripheral equipment in the amount of $4.1 million that are mostly related to the increased development activity and our headcount growth including also our recent acquisition, and additional capital expenditures of $0.8 million related to leasehold improvements and furniture. In 2012, we expect the purchase of software and related professional services, computers and peripheral equipment, office refurbishment and other expenditures of approximately $4.6 million, of which $3.0 million will be in Israel and $1.6 million will be in the United States. We have financed, and expect to continue to finance, these capital expenditures with cash generated from operations.

B. Business Overview

Overview

We are a leading global provider of innovative software and services for high volume, high complexity retailers, including general merchants, supermarkets, convenience stores, fuel stations, drugstores and department stores. We also may serve other large high volume, high complexity retailers who would benefit from our offerings, retail focus and domain expertise. We design, develop and deliver mission critical software and services solutions to our customers. Spanning the retail and distribution supply chain from the point of sale to the warehouse, our suite of software solutions integrates the information flow across a retailer’s or distributor’s operations, encompassing stores, headquarters and in some cases distribution centers. Our Retalix 10 Store Suite announced in January 2011 enables retailers to manage their businesses, and to interact with their consumers across a multitude of touch-points/channels. Our comprehensive solution suite enables retailers and distributors to better understand their customers, anticipate demand, differentiate their offerings and thus elevate the customer experience. At the same time, we believe we enable our customers to manage their operations more profitably by assisting them to operate more efficiently, flexibly and with an emphasis on quick time to market. Our software solutions also enable retailers to capture and analyze consumer behavior data that can be used to devise and implement more effective targeted promotions and loyalty programs in order to stimulate demand and increase sales. At the same time, our software solutions enable retailers and distributors to reduce shrinkage, inventory and cost of sale. We believe that our deep domain expertise, accumulated experience and focus on developing software and services for our customers only in and focused on the above mentioned retail sector provide us with a competitive advantage in the market.

We sell our solutions through a worldwide direct sales force. Our direct selling efforts are augmented by a combination of channel partners and resellers who enable us to expand our geographical scope and address smaller retailers to whom we do not sell through our direct sales force. Sales to Tier 1 and Tier 2 food retailers, large convenience store chains, major fuel retailers and large and mid-size foodservice, convenience store and grocery distributors have historically represented a substantial majority of our revenues.

We also provide our customers with delivery services to implement and customize our applications to meet specific requirements of our customers and ongoing support and product maintenance services. In addition, we provide system integration services, or SI services, tightly coupled to our product offerings, such as training, project management and testing.

We believe that we are differentiated within the segments within which we operate. This stems from a number of factors including: deep domain expertise based on almost 30 years of activity focused only in the retail segments in which we operate while our main competitors are focused on numerous industry verticals, hardware and more; we have a strong customer base including some of the world’s leading and household name retailers; we have a leading portfolio of products and we have a business model in which we provide a multitude of services that are tightly related to our software solutions.

We are able to serve a large and diverse customer base because we have designed our applications to include multiple levels of functionality that can be adapted to the various sizes and forms of retail operations of our customers.

To date, our software solutions have been installed at approximately 70,000 sites in 51 countries. Our customers include leading supermarket chains, diversified retailers, mass merchants and food service distributors such as Publix, Food Lion, Hannaford Bros., Hy-Vee, K-VA-T, Big Y, Food Services of America, Odom Beverage, Save-A-Lot and Save Mart in the United States; Target Canada Corporation; Tesco, Carrefour, Delhaize, Intermarche, Morrisons, Sainsbury’s, Jumbo and Argos in Europe; Metcash and Woolworths in Australia; large convenience store and fuel retailers, such as the Reitan group in Scandinavia, BP and Coles in Australia, the UK and North America; PetroChina and Reliance in Asia; Casey’s, Husky, Irving Oil, Love’s, Pilot Travel Centers and The Pantry in North America; and large health and beauty retailers such as Walgreens in the United States, and A.S. Watsons in Europe and Asia.

Our Market Opportunity

Background

The retail segments in which we operate today are markets in transformation. There are several trends ongoing in the market which we believe continue to play to our strengths.

The trends include a major shift towards consumers: today’s consumers are better informed, more empowered and as such the shopper dynamics are changing. Retailers need to understand what their consumers expect. The interaction with their consumers happens across many more touchpoints, channels and media (importantly mobile and social networks), at all times of the day, before and after the shopping event and not just in the store as was once the case. Interaction and communication with the consumers need to be highly relevant and timely, and in the channel that best suits their individual preferences.

The competition among high volume, high complexity fast moving consumer goods retailers is as fierce as ever, putting pressure on pricing and operating margins. This is compounded by the fact that most economies in which we operate are emerging from, or in some cases still in the midst of, a major financial crisis. Regulation is becoming more stringent and consumers are changing behavioral patterns – for example an increased focus on “shopping for value”. While a few large retailers have been able to address these changes through economies of scale “everyday low price” strategies, the need for differentiation, innovation, very quick response times and time to market, and reasonable total cost of ownership, or TCO, across all retailers – including the “everyday low price” players – has never been higher.

Competition is causing retailers to seek growth for their business both through continued internationalization and entrance into new retail segments. As such the traditional retail segments are blurring. For example, large food retailers and distributors have expanded their operations beyond their traditional focus on food supermarkets to encompass additional retail formats, such as convenience stores, food service, fuel stations and quick service restaurants, or QSRs (which in turn increased the competition and the needs in the convenience store market which was historically serviced by smaller chains and independent retailers). Further, food retailers have been introducing a significantly wider assortment of non-food goods into their offering. Conversely, large non-food retailers have been ramping up their food offerings, mainly to increase the frequency of consumer visits to their stores.

Retailers and distributors need to be able to convert their customer / market data into actionable knowledge, providing their consumers and suppliers with relevant, in context, optimized offerings and promotions. Pricing and assortment need to be adapted and optimized regularly to respond to competition and to drive sales and margins. To do this retailers require sophisticated retail information systems, ideally being fed by real time transaction and customer data, efficiently executing and tracking their operational tasks, such as order optimization, inventory management, merchandising and pricebook management while at the same time providing visibility into the supply chain processes.

All of the above factors create a multitude of challenges for our customers. Retalix is well positioned to address these challenges.

The software and services needs of our customers and prospects

In order to deal with the changing customer dynamics and fierce competition, our customers need, and Retalix provides, robust, modular, architecturally advanced, information systems.

Currently, there are still numerous retailers, convenience stores, or C-Stores, and fuel players and distributors who are running a complex set of fragmented and poorly integrated legacy information systems, many over a decade old. Such systems are the byproduct of years of delaying implementation of a coherent enterprise-wide information technology, or IT, strategy, favoring patchwork upgrades over comprehensive system revitalization. As a result, many food and fuel retailers and distributors operate information systems that are difficult to adapt to today’s intensely competitive retail and distribution industries. In many cases, these retailers’ and distributors’ existing information systems consist of stand-alone point-of-sale, or POS, systems with little integration to other customer touch-points and/or with their back-office and with no enterprise-wide information system. These systems generally cannot be easily modified to provide cross-enterprise visibility, collaboration and integration, nor can they support the information capture and analysis necessary for reliable forecasting and coordinated purchasing decisions. In addition, in continuing to rely on these legacy systems, retailers and distributors face an increasing frequency of breakdowns and system failures, exposing them to the ongoing cost of expensive maintenance.

Accordingly, many retailers and distributors are seeking to replace their legacy IT systems with modern, integrated retail information that addresses the challenges of today’s market, allow enterprise-wide information flow and enable implementation of sophisticated customer loyalty and promotion strategies. We believe that these replacement systems typically will be based upon a modular, open-systems architecture, or non-proprietary software that can be easily integrated into a retailer’s existing IT infrastructure. Systems meeting such criteria provide retailers and distributors with the flexibility to modify their systems and processes to respond to and manage their changing business environment.

We operate in a large market, wherein we believe, based on our experience and independent industry analyst research, our total addressable market for software and services is between $7 to $8 billion annually and thus, over time, and while the market continues to transform and the competitive pressures are expected to increase, we have ample room for growth.

Our Solutions

We provide software and services to high volume, high complexity retailers and distributors, addressing the following main areas of activity: retail stores and sales channels (including mobile and e-commerce), customer management and marketing, merchandising and logistics and enhancing collaboration between retailers and distributors. Our solutions are designed to deliver a superior shopper experience across the various shopping channels and touch points, while at the same time enabling our customer to achieve brand differentiation, cost efficiencies, fast time to market, and operational flexibility and scalability to support ongoing business transformation and growth, based, to a large extent, on interpretation and insight of the shopper demand. We believe that our solutions differentiate us from other providers of software solutions to retailers and distributors because they combine the following attributes:

Our store and sales channels solutions drive unified and seamless usage and support across multiple retail formats and customer touch points

Our store and sales channels solutions offer retailers the ability to unify the management and deployment of multiple retail formats and customer touch points and channels around a single software engine, or at a single retail site. Retailers can use software solutions to operate different retailing formats such as general merchandize, grocery, health and beauty, fuel, sales, convenience, and QSRs; and to support a variety of consumer service points, such as, but not limited to, customer self-checkout, customer service kiosk, self-scanning, customer scale and pump terminal, as well as additional shopping channels such as e-commerce and mobile (both for the consumer and for the store associates). This assists retailers in attracting new customers and in improving retention of existing customers by providing a superior, unified consumer experience, and enabling quick and consistent delivery of new capabilities to the business. Reduced TCO is another significant benefit, enabled by avoiding costly and lengthy integrations between different in-store solutions, or across multiple sales channels operated with different solutions.

Our innovative next generation solution architecture enables multiple deployment options, driving high level of flexibility and reduced TCO

In response to retailers’ increasing demand for easier deployment, more flexibility in system solution, and reduced TCO, we developed our next generation solutions based on a “thin client” architecture. The concept of “thin client” enables installing software on in-store computers, or remote central servers, with the users running the applications through a standard browser and/or with lighter client applications. Our innovative product architecture enables using a choice between multiple deployment options – “Thick Store” (where each application is installed fully on each applicable computer), “Thin Store” (where applications reside on a central server (or in the “cloud”) and the entire store has “thin” clients accessing the central server), or “Thin” POS (where the POS machines run only a very thin client, and they run off the application server, which resides on the local in-store server, with an option to reside centrally)resides on the store server. This architecture reduces the need for expensive, large footprint hardware and software installations at each store location and/or relevant computer, reduces infrastructure costs and simplifies IT management; it is easier and more cost-effective to upgrade software, hence enabling quicker time to market of new business capabilities and reduced maintenance costs. Additionally, there is significantly greater flexibility and choice for the retailer IT teams, in deploying new systems and combining forms of thin/thick and hybrid within the same store, or same chain according to their infrastructure and business requirements.

Our robust store solutions provide system resiliency and data redundancy

The retail segments that we are targeting are characterized by a highly complex operations and high volume of customer transactions that retailers are required to process quickly and efficiently. We believe that retailers view their POS systems as mission-critical to their operations, as these systems must be continuously functioning to process customer transactions. The malfunction or failure of a retailer’s POS system for even a few minutes could result in substantial loss of sales, as well as significant customer dissatisfaction. Moreover, the data generated in these transactions are equally mission-critical, and the loss of such data could impair a retailer’s internal reporting and accounting systems. As a result, retailers require highly robust and resilient POS solutions that will allow them to continue to operate despite system failures, as well as to avoid the risk of being unable to process customer transactions and the risk of data loss. We have developed a software architecture designed to support the high volume, multiple format environments of the largest Fast Moving Consumer Goods, or FMCG, retailers and distributors, capable of supporting very high volumes of stores and checkout lanes at a high speed, without risk of significant malfunction or failure. Equally important, our software architecture deploys advanced data protection mechanisms for critical data, through numerous mechanisms, including duplication at the store or enterprise levels. For example, in case of system failures, each POS terminal can continue to operate in stand-alone mode, despite the interruption of communications with the store office application, storing all transactions locally, to be transferred to the server level when communications are restored. We believe the adoption of our in-store solutions in leading global large supermarket chains such as Tesco, Sainsbury’s, Delhaize, Morrisons, Publix and Woolworths is a strong testament to the reliability, robustness and resilience of our store solutions.

Our modular solutions can be easily integrated with existing IT infrastructures

The modular nature of our products’ architecture and our tools for building open interfaces to external systems, including software protocol standards such as web services, XML, ARTS, PCI, etc., streamlines the introduction of our solutions into existing IT environments, reducing overall integration costs and enabling easy extensibility. Our customers can purchase systems that fit their current needs and budgets, and then gradually replace legacy products, or add additional modules as their business needs evolve over time. Additionally, our solutions are hardware neutral, capable of working with retail platforms from most major hardware vendors, including IBM, NCR, HP, Fujitsu, Epson, Dell and Wincor-Nixdorf. We are innovative, for example, in providing self-checkout and self-scan software that can be de-coupled from the hardware but that is compatible with the standard hardware, and pre-integrated with our POS and store management store solutions. This modular and open architecture decreases the software integration risks associated with migrating from a retailer’s existing systems to our enterprise and in-store solutions, thereby ensuring quicker time to market and protecting previous IT investments. This also allows the retailers to make separate purchasing decisions for the hardware and the software, thus realizing great savings in hardware costs by being able to bid for the hardware as a standard market commodity.

Our enterprise solutions can be easily customized and localized

Most retailers and distributors require that software products be tailored to fit their specific operational needs. In addition, multi-national retailers which operate in several regions or countries, typically require specific customization per region. Typically, such a requirement demands significant implementation efforts. Our products were designed and built to facilitate customer customization and enhancements with reduced efforts. We offer to meet these needs through a combination of our open and easily extensible solution architecture and throughout our expert customization and delivery services.

Our Product Led Services ensure successful implementations with our expert teams

We provide an extensive offering of strategic, value-added services, ensuring high-quality implementation of our solutions, which include program management, business consulting, testing, automated testing, training, documentation, support, deployment and more. Our product-led services are tightly linked to our software, enable one point of accountability for our customers, and significantly enhance our value proposition as a leading retail solution and service provider (see more detail below in the sections entitled “Our Product Led Services” and “Our Growth Strategy”).

Our solutions provide for both retail operations management and customer marketing and management

While retail enterprise solutions have traditionally focused on sales operations management, our solutions offering also includes sophisticated customer-centric solutions that address the retailer’s marketing needs. Our Customer Management and Marketing Suite (previously known as Retalix Loyalty and Promotions) is a comprehensive set of marketing tools for management of customers, loyalty campaigns, promotions and coupons, as well as advanced analytics. The Customer Management and Marketing tools focus on enhancing consumer retention and influencing consumer spending habits through the use of analysis of rich shopper data, which enable segmentation, and use of personalized and targeted promotional campaigns and sophisticated loyalty programs. Our store and sales channels systems are integrated with Retalix Customer Management and Marketing Suite, enabling fast and simple execution of promotions and loyalty programs at any other consumer touch point (such as self-checkout, self-scanning, mobile devices, customer kiosk, customer portal and so on). This holistic approach of connecting the Customer Management and Marketing Suite with the store and sales channels as well as with the merchandising suite, enables retailers’ marketing departments to devise and execute rich and flexible marketing programs and campaigns, including diverse mass promotions, targeted campaigns and loyalty programs on an enterprise level, that can be easily implemented at the store level and every customer touch point. Moreover, our integrated data analytics capabilities enable retailers to enhance customer experience and increase customer retention and spend, by analyzing customer transactions, gaining valuable customer insight and personalizing promotions for their loyalty program members.

Our demand-driven forecasting and replenishment solutions provide consistent demand data throughout the enterprise and the supply chain

Providing consistent demand data for each item throughout the enterprise, from store replenishment to distribution center forecasting and purchasing, is a key requirement driving reduced shrinkage and spoilage, reduced out-of-stock levels, and increased sales and supply chain efficiency. We believe that our investment in demand “science” (including our Multi-Echelon Demand Driven Replenishment application, based on advanced algorithms that interpret demand and optimize replenishment orders) and the integration of this science throughout our solutions, provide our customers and us with a competitive advantage.

We provide independent and small chain food retailers with access to sophisticated software solutions at an affordable price

Independent and small chain food retailers have many of the same needs and face many of the same challenges as do larger retailers, but lack the managerial, financial and technological capacity to implement the necessary systems to meet them. Our StoreNext business unit in the United States operates enterprise-level applications, such as electronic payments, sales analysis, product and price management, and reporting, on a SaaS basis, meaning that the application is remotely hosted on our centralized servers or “cloud” technology, and are accessed by the retailers over the web or private data lines. Our Connected Services (described below) allow independent retailers and small chains, based on a subscription fee, to use applications that would otherwise be too expensive for them to procure and manage in-house. With access to these applications, smaller retailers can derive operating efficiencies that are similar to those enjoyed by their larger competitors and thus compete with them more effectively. In this regard, in January 2012 we also announced the availability of the Retalix 10 Store Suite on the cloud.

Our software solutions provide proven extensive and expert support for global multi-national operations of leading Tier 1 high volume, high complexity retailers

Our software solutions provide retailers with extensive support, world-class technology and proven expert multi-national software solutions, that enable support of multiple retail environments and formats, languages, currencies, fiscal and legal regulations across multiple countries. We enable global, multi-national retailers to consolidate and standardize IT solutions across multiple retail concepts, brands, and geographic regions, while enjoying the flexibility to use different hardware configurations and deployment options, and comply with local requirements and regulations. We believe that these capabilities provide us with a competitive advantage with leading global, multi-national retailers or with international retailers that are located in multi-lingual countries or that have stores near national borders. They prefer licensing one software solution from a single vendor for all their global estate, which, in addition to standardization, drives quicker time to market of business capabilities and lower overall maintenance costs.

Our Growth Strategy

We operate in a large market, and thus, over time, and while the market continues to transform and the competitive pressures are expected to increase, we believe we have ample room for growth. We strive to provide best in class software products and services targeted at high volume, high complexity, fast moving consumer goods retailers and distributors.

The principal elements of our strategy to achieve our growth objectives are as follows:

We continuously aim to enhance our position as a leading software provider in our space.

We have a track record of innovation in this industry. For example, we believe we were the first company to decouple retail software from its associated hardware. In addition, over the last five years we have introduced, among other products, loyalty, dynamic receipts, “native” self-checkout (again, we believe, being the first in the industry to decouple this software from hardware) and Retalix Purchasing (formerly known as Insync Purchasing). In January 2011 at the National Retailers Federation annual conference, we introduced, our innovative Retalix 10 Store Suite. In January 2012, at the same show, we introduced a range of mobility offerings and announced the availability of the Retalix 10 Store Suite on the cloud. We continue to invest in and drive our existing integrated suite of products. A detailed explanation of our product suite can be found below under “Our Products”.

Enhance our global product led services offering

In 2010, we established the Retalix Global Delivery Group, and the Global SI Services group. The former provides implementation, customization and ongoing support of our products for our customers while the latter introduces a range of services such as automated testing, training, project management, business consulting, deployment and various types of customer support.

Our services (as opposed to those provided by general SIs) are and will be tightly linked to our own software products, leveraging our focused deep domain retail expertise, the fact the we know our products best, can provide a closed loop with our development teams and as such provide advantages in terms of time to market, cost of ownership, quality and service level agreements to our customers.

These product led services, coupled with our global deployment ability, will enable us to further enhance our customer relationships and provide our customers with one point of accountability for the end result.

Continue to target high volume, high complexity FMCG retailers, C-Stores and Fuel and distributors and continue to expand our customer base across geographies

Many FMCG retailers, distributors and major fuel chains continue to operate legacy systems that do not provide all the functionality required to implement and support the new applications and workflow processes that are necessary to compete effectively in today’s markets. We believe that our software and services solutions are well positioned to capitalize on this market opportunity.

Today we are active in North America, Israel, Western Europe (Belgium, France, Italy, UK, Spain), Russia, Scandinavia, APAC (China, Japan, New Zealand, Australia) as well as numerous other countries we entered via the expansions of business with our global customers. We endeavor to penetrate or deepen our presence in additional geographies in both developed and selected, emerging economies around the world.

Continue to penetrate our target markets through the provision of SaaS

Leveraging our ability to support multiple enterprises from a single data center, we offer enterprise level applications on a SaaS basis including, for example, electronic payments, sales analysis, reporting and others. We expect this offering to expand over time to cover additional applications. We provide SaaS in return for a subscription fee. In the case of smaller retailers, SaaS enables these retailers to enjoy many of the benefits of enterprise and back-office applications that were originally designed for larger retailers, without the need to make a significant upfront investment in the systems and personnel required to run these applications in-house. In line with our strategy, we acquired MTXEPS in July 2011.

Continue broadening market penetration through strategic acquisitions

In July 2011, we acquired MTXEPS, a leading provider of innovative, secure, end-to-end electronic payment software solutions for retailers, delivered via SaaS and in-store models. MTXEPS was, prior to its acquisition by us, a privately held, US-based, growing and profitable company with solutions deployed directly, or through partner channels (including us), in over 20,000 stores in North America. This acquisition is aimed at enhancing our market leadership in offering retailers comprehensive, advanced payments solutions across all customer touch points and sales channels, and enhancing our SaaS offering (which is one of our growth engines).

We continue to evaluate opportunities to acquire complementary businesses and technologies in order to improve service to our customers, complement our product offerings, increase our market share, advance our technology, expand our distribution capabilities and penetrate new targeted markets.

Our Products

We offer a broad portfolio of comprehensive, proven software solutions in the areas of Store & Sales Channels, Customer Management and Marketing, Merchandising and Enterprise–level Chain Management, and Supply Chain Execution/Logistics. Our solutions are addressing a spectrum of high volume, high complexity, and leading FMCG retailers worldwide –ranging from large multi-national supermarkets and major convenience store chains, to major fuel retailers, through regional grocers and convenience operators, to local independent grocers, general merchandise/mass merchandise retailers, health and beauty and drugstore retailers and department store retailers as well as wholesalers and distributors. Our products help our customers manage and optimize their operations, differentiate their brand and build their customer loyalty, while providing them with the flexibility and scalability to support ongoing business transformation and growth. Our comprehensive product portfolio is composed of several suites of software products:

The Store and Sales Channels Suite

A suite of extensive, robust, and innovative software solutions that provide retailers with the capability to seamlessly operate and support a wide array of sales channels and customer touch-points. Many of these touch points are in-store but also span sales channels, such as mobile commerce and e-commerce, and include applications such as: retail Point of Sale (POS)/checkout, self-checkout, self-scanning, customer kiosk, customer scale, mobile POS, consumer-operated mobile apps, e-commerce services and more. This suite also includes applications for store operations management, cash and employee management, as well as store level inventory management and replenishment (including dry stock and wet stock).

Our Store and Sales Channels Suite consists of our well known and widely installed “classic” in-store products, such as StoreLine, for the grocery, general merchandise and health & beauty retail segments; and StorePoint for the convenience, fuel retail and Quick Service Restaurant (QSR) market segments, both supporting a wide range of store applications. Our next generation store and sales channels solution and platform - the Retalix 10 Store Suite - was launched publicly in January 2011, and is designed for grocery, convenience, fuel, general merchandise, health and beauty and department store retailers. The Retalix 10 Store Suite, whose earlier versions are already working with leading retailers and in process of deployment with other leading global retailers, such as Tesco, is innovative in its architecture and functionality, and drives a superior and unified shopping experience and increased customer retention and spend, while enabling reduced TCO, and quick time to market of new business capabilities (as provided in more detail below).

In terms of contribution of our various software solutions to our historical revenues, we have derived the substantial majority of our product sales from the sale of our Store and Sales Channels solutions.

Retalix 10 Store Suite

The Retalix 10 Store Suite offers advanced software applications and a unique architecture that seamlessly combines major customer-centric retail functions – customer touch points, store management, targeted promotions and loyalty – into a unified solution, while enabling quicker delivery of new business capabilities, time to market, or TTM, and reducing TCO. The Retalix 10 applications provide extensive retail functionality leveraging Retalix’s 30 years of retail know-how and expertise ranging from easy to use, sophisticated sales customer touch points, stationary or mobile, through extensive store and cash management and inventory management applications. It enables personalization and targeted promotions to be delivered through seamless integration with the Retalix Customer Marketing and Management Suite.

The Retalix 10 Store Suite unifies the management and deployment of in-store system, online storefronts and mobile commerce opportunities, and provides a seamless customer experience across multiple touch points and channels, including POS, self-checkout, self-scanning, customer kiosks, customer scales, fuel, online storefronts and a variety of mobile applications for staff in-store operations or consumer-operated shopping, using devices such as smart phones and tablet computers.

Retalix 10’s unique architecture enables high volume, high complexity retailers to break away from systems requiring integration of disparate ‘silos’ into a unified platform for upmost flexibility, accelerated time-to-market, reduced TCO and enhanced central management capabilities. Retalix 10 features agile development methodologies and easy extensibility, as well as advanced capabilities of flexible deployment alternatives—thin, thick and hybrid - either in the same store or between stores, with servers in the store or at the center. Starting January 2012, Retalix 10 Store Suite is offered as a service from the cloud. With this new service, Retalix continues to be at the forefront of retail trends, providing retailers with innovative solutions combining outstanding retail expertise with cutting-edge technology. Retalix thus provides retailers with the flexibility to deploy the Retalix 10 Store Suite, as a service-on-demand from the cloud, with an option for a subscription payment model. This enables retailers to vary deployment strategies across their brands, formats and geographies with benefits such as simplified management of operations and IT infrastructure, reduced capital expenditures and accelerated time-to-market. Additionally, Retalix 10 is compatible with all retail hardware platforms and a variety of legacy and third-party systems, and provides retailers with the flexibility needed to protect previous IT investments while minimizing the cost of future changes and add-ons.

Retalix 10 Store Suite also enables innovation through seamless integration between the in-store channel and the e-commerce and mobile commerce channels, running with the same core business processes and unified data and enabling enhanced customer retention and spending through the unification of the data, processes and shopper loyalty handling across channels and touch points.

Several leading international retailers have already selected Retalix 10 Store Suite, or are already in process of working with Retalix 10 Store Suite, including Tesco Plc. (operates globally, headquartered in the UK), Shufersal supermarkets (Israel), Printemps department store (France), Target Canada Corporation and an additional leading Tier 0 retailer.

Retalix Mobile Solutions

Retalix offers a comprehensive, innovative set of mobile solutions for retailers that focus on enhancing the shopper engagement and spending, increasing staff effectiveness and productivity, improving customer service and providing a superior overall shopping experience. Our Mobile offering spans applications of mobile marketing, mobile commerce and mobile operations, which are integrated with the Store & Sales channels, Customer Management & Marketing and Merchandising suites, providing a unified user experience across all touch points and channels, with unified data, prices, promotions and business processes.

Mobile Shopper is a set of retailer-branded, smartphone-based applications that retailers can offer to their shoppers to enhance the shopping experience and increase their engagement with their brand. The shoppers can use their personal smartphone to manage their shopping inside and outside the store at any time, to find store locations, manage shopping lists, access product information and pricing, view special offers, access their loyalty status online, scan items, perform payments and more. A unique benefit of the Mobile Shopper is its ability to serve as a store touch-point, completely integrated with the specific store platform and database.

Mobile Operations applications refer to the retailer staff associates at the stores, for whom we offer applications such as Mobile Store Manager and Mobile Inventory Manager (previously known as RPO – Retalix Pocket Office). This includes applications such as price check, remote manager approval, ordering, receiving and stock counting, cashier management and various dashboards/reports that can be operated on smart phones or ruggedized retail handheld devices. Another new staff application is Mobile POS – which gives store staff access to comprehensive POS functionality on the go (including receiving payments), allowing them to serve customers from anywhere in the store to help shorten queues, support sidewalk sales and answer in-aisle queries.

We view mobile solutions as one of the most significant trends in retail technology at this time, an important offering for retailers.

Retalix StoreLine

Retalix StoreLine is a fully integrated, modular, open architecture POS solution for multiple format supermarket and grocery chains, as well as other high-volume, high-complexity fast moving consumer goods retailers. Specifically designed to cater to the high-tier chains that frequently add new formats and additional related services, Retalix StoreLine provides retailers with a comprehensive set of retail operational and management capabilities. StoreLine also offers interfaces to enterprise level systems and to third-party applications as well as to payment service providers. Retalix StoreLine supports additional integrated modules for multiple in-store retail formats, such as: Retalix StoreLine QSR –for in-store quick service restaurants; Retalix Fuel - for supermarkets with adjacent fuel forecourt and RFS (described below); and additional customer touch points such as self checkout; customer scale; customer-service kiosk, and self scanning. In addition, Retalix StoreLine also provides the option of front-office functionality, such as cash and supplier and employee management. Running on the Microsoft Windows operating system, Retalix StoreLine’s client server architecture is hardware neutral, supporting a variety of open and proprietary hardware devices, such as full-screen customer displays, color touch screens, scanners and checkout and scales, as well as standard retail hardware supplied by leading vendors. StoreLine is multi-lingual and supports multi-currency/tax for global deployments. It is well known for its resilience and robustness.

We also provide “lighter” (smaller, prepackaged) versions of Retalix StoreLine software solutions which include ISS45, which is sold and supported by StoreNext USA and Retalix Next, which is distributed by Retalix Israel to independent grocery retailers in Israel.

Retalix Storeline also tightly integrates with our Customer Management and Marketing suite (see below) and select merchandising solutions such as Retalix HQ and Demand-Driven Replenishment (see below).

Retalix provides a well-defined set of migration strategies for retailers who wish to migrate from Storeline (or any other third party POS solution in place) to Retalix 10, which offer retailers significant flexibility and quick time to value: Retailers can deploy any single or several Retalix 10 touch points without having to replace their incumbent POS system – and run the combined integrated side-by-side solution. This enables the retailers to protect their existing IT investments, while being able to introduce significant modernization to their business very early on. Retailers can thus limit risks and costs involved in system evolution with this step-by-step approach.

Retalix StorePoint

Retalix StorePoint is a fully integrated, modular open architecture solution set for the multi-format convenience store and fuel retail segments. By using StorePoint, convenience stores and fuel retailers can use one integrated solution for retail sales (convenience store), fuel sales and food service (QSR) sales. In addition, StorePoint also provides extensive front office and back-office functionality, such as ordering and receiving, inventory management, petroleum inventory (“wet-stock”) management, cash and employee management, as well as specialized functionality for the food service environment, such as menu, recipe and waste management. StorePoint interfaces with various head office systems, allowing central management and decision control for the entire enterprise, and is tightly integrated with Retalix HQC for item/price/assortment/store management and sales reporting. It is also tightly integrated with our Customer Marketing and Management suite and merchandising solutions such as Demand-Driven Replenishment for optimized inventory management and reduced out-of-stocks. Operating on a Windows platform, StorePoint is a pre-integrated, modular solution that allows for easy and cost-effective on-site installation. StorePoint is hardware neutral, supporting a variety of open and proprietary hardware devices, as well as industry-standard forecourt servers. StorePoint is multi-lingual and supports multi-currency/tax for global deployments. It is known for its resilience and robustness and its ability to provide comprehensive functionality for its target sector.

The StorePoint software family supports additional integrated modules such as:

Retalix Fuel – system that supports a variety of fuel payment modes including pre-pay, pay-at-pump, pay-in-store and payment by audio-video-interleave devices, as well as site management configuration and management of sales and wetstock;

Retalix Forecourt Server (RFS)– an innovative software forecourt controller that can serve as a cheaper and a functionally richer option than the traditional hardware-based forecourt controllers, enabling control of fuel pumps, fuel tanks, price polls and other forecourt devices; and

Retalix QSR – touch-screen based, easy-to-use application for selling quick-service food service to match any food service type establishments. Includes the necessary inventory functions defining product tree, waste control, etc. as well as order preparation instructions and interactive kitchen order screens.

The Customer Management and Marketing Suite

This is a customer-centric suite of applications (previously known as Retalix Loyalty and promotions) that focuses on increasing consumer retention and influencing consumer shopping patterns, through the use of segmentation-based promotions and other loyalty marketing programs across the retail enterprise, and across multiple shopping channels and touch-points.

Our extensive Customer Management and Marketing suite includes enterprise level applications for management of customer data, loyalty programs, promotion and coupons management, as well as campaign management. In addition, the Customer Management and Marketing suite offers in-store systems that provide functionality for executing promotional and loyalty programs either at the checkout lane or at other touch points (such as at the self-checkout and self-scanning).

These applications enable retail marketers to devise a rich variety of chain-wide level marketing campaigns, loyalty and promotional programs that can easily be implemented at any channel such as store, e-commerce, mobile, as well as at any relevant customer touch point.

Seamless integration with our Store & Sales Channels and Merchandising suites provides valuable access to customer, transaction, and item data. The aggregated data is analyzed by the Customer Management and Marketing analytics module, shopping patterns and preferences are defined and fine-granulated customer insights are generated – all to be “fed” into the Customer Management and Marketing applications. Extensive applications such as Loyalty Management, Campaign Management, Promotions Management, Coupon Manager, Customer Management and Targeted Marketing enable retail marketers to devise a rich variety of chain-wide level marketing campaigns, loyalty and promotional programs that can be easily implemented at any channel level, such as the store, e-commerce, mobile, as well as at every relevant customer touch point.

The Customer Management and Marketing suite drives the benefits of enhanced customer experience, increased customer engagement, retention spending– all leading to increased sales and a stronger retailer brand loyalty.

It includes several principal modules, as follows:

Customer Management – A powerful foundation enabling acquisition and aggregation of customer data from multiple online and offline sources, as well as data cleansing, standardization and change detection. Data includes, among other, customer demographic details, their preferences and shopping history.

Loyalty Management – A combination of two advanced tools:

Segmentation – tools and rules enabling definition, management and automated maintenance of customer segments, as per demographic and actionable transaction data; and

Accounts - automated and on-demand, business logic-based aggregation of any measurable customer data – including points, savings, store visits, spend and more.

Promotions Management –Integrates with any loyalty, item catalog or store system, then combines all relevant customer attributes – tiers, segments, meters and others – with business logic and marketing scenarios to enable generation of diverse and highly effective promotions. A vast range of promotions can be set up, including single item, single condition, multi condition, ticket total, and more. Promotions include the ability to handle conflicts between promotions offering rewards based on the same item. An extensive selection of reward types is available for the members, such as discounted price, free items, member points and coupons. This module also includes the capability to analyze the effectiveness of the campaigns.

Coupon Manager – A module that enables the retailer to define coupons that are issued by the retailer or externally (booklets, vendor coupons, newspaper coupons). Leveraging sophisticated barcode programming and document editing, the retailer is able to set up the coupon with a barcode, a marketing message and image, and then link it to a redeeming promotion. The coupon will be recognized and activated by Retalix Promotion Engine at the POS or any other customer touch-point.

Targeted Marketing – Provides a single point of management for development and delivery of promotions and coupons to carefully segmented shoppers. Leverages customer loyalty data and intelligence to accurately design, tailor and deliver the right campaign to the right customer at any given time, then analyzes campaign results to gain valuable insight as a means of improving future customer engagements. This module uses template editors to dynamically design messaging including product promotions and loyalty content, to be communicated through a variety of channels, such as email, SMS, coupons etc.

Promotions Engine (PE) - The very heart of Retalix’s Customer Management & Marketing suite, which transforms granular knowledge about customers into actionable promotion data, and leverages advanced algorithms to assure effective execution of all promotional initiatives. A real time in-store component that supports multiple POSs and touch points and provides promotions execution on demand, the PE communicates with the central Customer Management & Marketing software, typically located on the central servers, in order to validate loyalty member cardholders and to obtain customer loyalty information required for the real time personalized reward calculation, at any store and at any touch point.

Customer Portal - Web-based application for shoppers and loyalty club members. It enables retailers to advertise loyalty programs, offers, promotions, newsletters etc. shoppers can use it to update loyalty member personal details and preferences as well as to view their loyalty status (points, tier, visits, savings etc). The Portal is also another channel enabling retailers to provide shoppers with a wide coupon offering, with the ability to select and to add to their electronic wallet to be conveniently redeemed later at the store POS.

Retalix Analytics - A reporting solution based on a set of powerful, web-based components, enabling fast high-performance analysis of shared multidimensional information on a variety of Key Performance Indicators, or KPIs.

The Merchandising and Central Management Suite

We provide a suite of comprehensive, modular software solutions which focuses around assortment, merchandise and inventory management for the retail chain or the retail store. This suite spans a wide set of processes - from analyzing and forecasting the demand, to item purchasing management, and through management of the right assortment to the right stores, including items, pricing and promotions, as well as orders, inventory and replenishment management.

The Merchandising Suite is integrated with our Store and Sales Channel solutions as well as with our Customer Management and Marketing suite, and our Supply Chain Management and Logistics suite, and includes the following solutions:

Item, Assortment, Price and Promotions Management

Extensive functionality of centrally setting and managing the retail chain item catalog, pricebook and assortment – “which items are sold in which prices, and at which stores they are available”. This module includes extensive maintenance of the retailer Master Data Management (MDM) of items, suppliers, store hierarchy etc., as well as distribution mechanisms of this data across the chain.

Promotions Management – a flexible tool for constructing a wide variety of item promotions across the chain, including data management, multiple promotion conflict resolution, mass coupons etc., integrating with powerful online implementation capabilities at the various store touch points and other sales channels.

Inventory Management & Demand-Driven Replenishment Solutions:

Retalix 10 Inventory Management centrally links demand analytics, replenishment and order planning to give retailers continuous, real-time visibility of both operational inventory and financial value across all store and headquarters locations. The solution is used to manage all aspects of a store's inventory activities within the stores, or on an enterprise level through Web-based interface or online mobile/handheld devices. This solution includes transactions such as: stock count, order generation and review, receiving, returns, transfers between stores, adjustments and more. Also included are abilities to calculate perpetual (“theoretical”) inventory, provide financial inventory valuation, and generate extensive reports. Retalix 10 Inventory Management is part of the Retalix 10 Store Suite, is based on its innovative architecture, and is available in both “thin” (centrally based) or “thick” (installed at the store) deployment options.

Retalix Store, a store back-office application, is used in North America by Tier 2 and Tier 3 retailers. It has price management and competitive pricing features, Direct Store Delivery (DSD) management (receiving from suppliers) and reconciliation, inventory management and POS connectivity to most existing POS systems.

Demand-Driven Replenishment (formerly known as Retalix DAX) is a demand forecasting and store replenishment solution, designed specifically for food and fast-moving consumer goods retailers, to optimize inventory management and positions, reduce out-of-stocks, decrease losses from spoilage or damaged goods, and streamline the order process. In addition, Demand Driven Replenishment (DDR) provides a long term store order forecast which is used as input in upstream ordering processes at the distribution centers enabling multi-echelon optimized replenishment, encompassing both distribution centers and stores.

Procurement and Supplier Management Solutions:

Retalix Purchasing Management (formerly “InSync”) - a centralized procurement solution for retailers and wholesalers that handles “just-in-time” turns, promotions, forward buys and purchase orders between retailers/wholesales and suppliers. The solution allows our customers to view and manage transactions, costing, movement and forecasting data and to make immediate decisions for inventory and margin optimization. Functionality includes online continuous replenishment, inventory tracking and evaluation, recommended ordering, multiple product sourcing, and forecasting.

Order Management & Billing (OMB) is an enterprise-wide system for streamlining store/warehouse orders - spanning from order entry (manual or automated) and warehouse integration, through configurable costing and invoice processing back to the store. OMB is integrated with Retalix Purchasing Management and Warehouse Management applications.

Invoice Reconciliation is a fully automated invoice reconciliation system that integrates a retailer’s accounts payable function with purchasing and receiving, allowing confirmation of invoices in advance of payments to suppliers, through the use of electronic data interchange (EDI) and electronic funds transfer (EFT) technology.

HQ- General Chain Management Solutions

Retalix HQ is a retail headquarters system used by Tier 1 through Tier 3 retailers. It has powerful price generation and competitive pricing features, DSD management and reconciliation and POS connectivity to most existing POS systems. Retalix HQ is a client-server solution, and conforms to multiple database types.

Retalix HQ for Convenience Stores and Fuel retailers (HQC) is a Microsoft .NET web-based application that provides large and mid-size convenience store/fuel chains with a comprehensive, modular solution addressing their retail headquarters needs, including item, price and promotions management, store hierarchy and POS keyboards management, store sales journal and audit, inventory document management and alert capabilities and reporting and analysis. HQC is tightly integrated with StorePoint allowing for fully synchronized information flow between the head-office and the stores.

Supply Chain Management and Logistics Suite

Retalix offers a suite of supply chain management and logistics software solutions that provide retailers and distributors a range of applications designed to optimize and manage the flow of goods through complex supply chain networks: from suppliers -- to multi-facility warehouses and distribution centers -- to retail chains. The Retalix software offerings include warehouse management solutions (WMS), transportation management solutions (TMS) and a fully integrated enterprise management application (ERP – Retalix Power Enterprise).

Retalix Warehouse Management (WMS)

Retalix WMS enables companies to manage complex warehouse facility operations efficiently, increase warehouse service levels and reduce operating expenses. Retalix WMS utilizes barcode scanning and wireless RF technologies to reduce errors in receiving, picking and packing, shipping and returns. Voice technology enables further automation of the warehouse for Retalix WMS users with hands-free picking devices. WMS also includes optimal storage management, order fulfillment, product replenishment notification, labor forecasting, task management and advanced real-time inventory control.

Retalix Transportation Management Solutions (TMS)

Retalix TMS solutions include Transportation Optimization, Dock Scheduling and Yard Management. These solutions enable distributors and retailers to integrate and manage every aspect of the transportation process to increase profits, while reducing errors and expenses. Transportation Optimization optimizes inbound and outbound warehouse shipments, reduces transactions and lowers related costs. Dock Scheduling and Yard Management solutions provide centralized scheduling tools to sync with distribution and warehouse schedules to reduce manual process and dramatically improve dock and yard productivity.

Retalix Power Enterprise

Retalix Power Enterprise is a fully integrated ERP application that provides food service distributors and retailers a complete solution to manage and run their business. The wide breadth of modules in Retalix Power Enterprise fall into key business needs: Financials (Accounts Payables, Accounts Receivables, General Ledger) Inventory Management, WMS, Supply Chain, Customer Relationship Management (CRM), Business Intelligence (BI) and e-business. Collectively these modules allow for a seamless flow of information eliminating time-consuming processes, while optimizing inventory levels and warehouse flows, improving cash flows and providing real-time operational reports and views. Retalix Power Enterprise is tightly integrated with a variety of Retalix solutions including WMS, TMS, Power Mobile and Retalix Purchasing.

Retalix Power Mobile Solutions

Our Logistics suite includes tools which automate routine tasks, eliminate paper and improve communication by providing real time data between drivers and central office employees supporting ERP and WMS applications. Retalix Power Sell and Sales Force Automation (SFA) solutions enable salespeople to enter orders remotely and access key customer information through laptops and PDAs. Power Delivery is a proof of delivery tool that confirms orders, accepts and processes returns. Power Vending automates the management of vending machines. These mobile solutions are integrated with Retalix WMS, TMS and Power Enterprise Solutions, and help integrate sales and delivery operations outside the warehouse.

SaaS (Software-As-A-Service) and Cloud

Since 2002, we have been offering enterprise level and store level applications, such as electronic payments, sales analysis, product and price management, demand driven replenishment, loyalty management, reporting, BI, mainly, at the time, to small and medium size (Tier 3 and Tier 4) retailers through a SaaS delivery mechanism. Retalix offers these services with an option of subscription-based services, also known as “pay-as-you-go”.

In the last couple of years, we have been seeing accelerated adoption of high-tier retailers replacing on-premise solutions with SaaS solutions, and we now offer our SaaS solutions to all tier retailers.

We have been expanding our SaaS offering. In July 2011, we acquired MTXEPS, a leading provider of innovative, secure, end-to-end electronic payment software solutions for retailers, delivered via SaaS and in-store models, an acquisition aimed at enhancing our market leadership in offering retailers comprehensive, advanced solutions across all customer touch points and sales channels, and enhancing our SaaS offering. In addition, in early 2012, we launched the Retalix 10 Store Suite as a new Service-On-Demand from the cloud. Our Mobile applications also make extensive use of the cloud.

Our SaaS offering enables retailers of all sizes to simplify their IT infrastructure and operations, reduce maintenance, IT resources and capital expenditure, and enjoy the benefits of per-demand scalability and elasticity, as well as accelerated time-to-market. Additionally, smaller retailers can thus afford access to enterprise applications that have been only accessible to large retailers.

StoreNext Solutions

Our StoreNext solutions are tailored to smaller regional grocery and convenience store chains and independent operators. The StoreNext solution offering set for the Tier 3 and Tier 4 grocery market includes feature rich, robust traditional in-store solutions such as our ISS45 and ScanMaster packaged POS software, both being Windows-based open platform software systems designed for the independent and regional chain grocery sectors in the United States, with configurable functions enabling selection of only the subset of capabilities needed. In the convenience store vertical market, StoreNext offers the Retalix StorePoint system, again tailored and packaged for smaller operators. StoreNext also provides a variety of management and enterprise level applications, such as reporting, electronic payments, sales analysis, product and price management, demand forecasting and store replenishment on a SaaS basis and accessible over the Web or private data lines. StoreNext supplements these offerings with best-of-breed POS and server hardware and peripherals, as well as ancillary solutions, such as self-checkout and loss prevention. StoreNext sells and supports its customers primarily through its reseller channels, covering the United States, Canada and the Caribbean, enabling a wide net of sales and support capabilities. This set of specialized solutions, support and channels enables Retalix to efficiently reach and sell to smaller retailers.

StoreNext Israel offers collaborative solutions that provide retailers, suppliers and other trading partners, with the ability to exchange data and collaborate electronically in order to achieve greater efficiencies throughout the supply chain. Having established this community and facilitating its interaction, StoreNext provides suppliers with aggregated retailer data, as well as aggregated market share and other such information.

Our Product Led Services

Retalix Global Services comprise of two main units:

Delivery services provide configuration and customization services of our products to our customers. These services include solution design and implementation of our products from the initial project phases all the way to going live at our customer’s site. We also provide product customization and configuration services, to assure maximum adaptation to our customer business processes and maximum accommodation of their business logic. Our delivery services enable retailers to enhance their current information systems and to manage upgrades and conversions. We provide custom application development work for customers billed on a project or time and material basis. We monitor our customization projects on a regular basis to determine whether any customized requirements should become part of our product offerings. For example, we have incorporated many changes requested by our tier 1 retail food customers into our POS product offerings.

SI Services, which are structured around six main services practices covering all project life cycle – from business consulting and project initiation, through testing, training, rollout and ongoing support:

SI Testing;

Training and Documentation;

Support Services;

Deployment Services;

Program Management; and

Business Consultancy.

Our SI services delivery and engagement model can range in size and scope to present a flexible model to best fit our customer’s needs from shared delivery through turnkey projects and up to fully managed services. In a shared delivery we accompany and take part in the customer efforts by assigning Retalix experts. Turnkey projects are where we take responsibility over specific service domains or for a specific period, like new version rollout and/or testing/support/training. For fully managed services we take long term responsibility for specific activities (usually a few years). Our SI business is conducted on a global basis, with onsite and offsite capabilities.

Principal Markets and Customers

The following table provides a breakdown by geographical market of our revenues and relative percentages during the last three fiscal years (dollars in thousands):

	2009				2010				2011

Israel	$	21,284	11.1	%	$	24,621	11.9	%	$	25,688	10.9	%
United States	$	112,739	58.6	%	$	110,724	53.4	%	$	123,606	52.4	%
International*	$	58,370	30.3	%	$	72,029	34.7	%	$	86,746	36.7	%

Total	$	192,393	100	%	$	207,374	100	%	$	236,040	100	%
* The International geographical market includes revenues from customers in Europe	$	39,296	20.4	%	$	41,341	19.9	%	$	50,888	21.5	%

See "Operating Results—Comparison of 2009, 2010 and 2011" under Item 5.A of this annual report for a breakdown of our revenues by category of activity.

The following list is a representative sample of companies that purchased an aggregate of at least $200,000 of our products and services in 2010 and 2011 combined.

Grocery	Convenience Stores and Fuel Retailers	Distributors

A.S. Watson (Europe, Asia) Big Y (US) Carrefour (Europe) Blue Square (Israel) Costco (US) Dairy Farm (Hong Kong) Delhaize (Europe) Hannaford Bros. (US) Hy-Vee (US) Intermarche (Europe) Morrisons (UK) Overwaitea (Canada) Sainsbury's (UK) The Southern Co-Op (UK) SaveMart (US) Shoprite Checkers (South Africa) Shuphersal (Israel) Supermarketen B.V. (Netherlands) SuperValu Inc (US) Tesco (Global) Wincor Belgium Woolworths (Australia, South Africa) Zen Nihon (Japan) Coles (Australia) Foodstuffs (Australia) Autogrill (Italy)	BP (Global) Casey's General Stores Inc. (US) Delek (Israel) Husky Oil (Canada) IKEA (Global) Love's (US) Paz (Israel) PetroChina (China) Pilot Corporation (US) Sasol Oil (South Africa) The Pantry (US)	Food Services of America (US) Metcash (Australia) Odom Corp. (US) MassDiscounters (South Africa) Euro Car Parts (UK) Coca Cola Bottlers (Puerto Rico)

Sales and Marketing

We market and sell our products and services through direct sales, distributors and local business partners.

We market and sell our products and services to high tier retailers, convenience store chains and major fuel retailers as well as other FMCG retailers through a direct sales force in the United States, Europe, Asia, Australia, South Africa and Israel, augmented by a combination of channel partners and integrators. In the United States, we target Tier 3 and Tier 4 food retailers indirectly through our channel partners, mainly through our StoreNext initiatives. For Tier 1 and 2 customers we also provide a range of product led services.

Direct Sales

Our direct sales force, consisting of experienced account executives, account managers, technical pre-sales engineers and sales personnel in the field, are located in the United States, Europe, Asia, Australia, South Africa and Israel. Our sales force sells our products and services directly to general merchants, supermarkets, convenience stores, fuel and general merchandise retailers and distributors as well as other FMCG retailers within these regions and also relies on trade shows, promotions and referrals to obtain new customers.

Marketing Alliances

We participate, from time to time, in marketing programs and other forms of cooperation with several companies, including Microsoft, HP, IBM and others.

We work closely and have a partner relationship with Microsoft, where we are considered a Strategic Global independent software vendor, or ISV. We cooperate on both in technological and marketing aspects.

We also cooperate with HP in both technological and marketing aspects.

In 2001, we joined IBM Corporation’s ISV, business partner program designed to promote marketing partnerships between independent software vendors and IBM. We work with IBM on several large accounts, as well as in our StoreNext business in the United States. We are included on IBM’s ISV partner list.

We may also explore additional such relationships with other major players in the future.

Partner Sales

We have or periodically put in place distribution agreements for the sale of some of our products and services with partners in various places around the globe including Australia, Bermuda, Canada, Chile, China, Finland, Greece, the Balkans, Japan, Mexico, New Zealand, Norway, the Philippines, Russia, South Africa, Switzerland, the United Kingdom, the United States and Venezuela. Some of these partners operate regionally in countries in addition to the country in which they are headquartered.

We believe that qualified partners can be an effective sales channel for our products and services in their respective markets sometimes assisting us to overcome language and cultural barriers. We intend to continue to recruit partners and distributors in countries where we have identified sufficient sales potential and a suitable market profile.

Competition

The competition in the market for software solutions and services supporting our customers remains strong but largely constant versus the last few years. Our principal competition in the supermarket and grocery market for in-store solutions has traditionally come from integrated IT vendors such as IBM, NCR and Wincor-Nixdorf (which usually provide their software integrated with their hardware), as well as local or regional software providers. On the enterprise level, our principal competitors are Oracle and SAP, as well as in-house developed solutions. We also experience competition from both independent retail industry focused software vendors such as JDA and Aldata. In addition, we anticipate future competition from new market entrants that develop retail food software solutions. In the convenience store and fuel market, our competition includes Radiant Systems (now part of NCR), Pinnacle Systems, Gilbarco, VeriFone and Wincor-Nixdorf. In the supply chain management markets, our competition includes Manhattan Associates, Oracle, Red Prairie and SAP, as well as companies such as AFS Technologies Inc., Vermont Information Processors and Vormittag Associates Inc. Some competitors, such as Wincor-Nixdorf and IBM, are also our marketing partners in several market sectors or locations.

The market for retail software systems is highly competitive and subject to rapidly changing technology. We believe that the primary competitive factors impacting our business are as follows:

retail and business know-how and expertise;

breadth and innovation of product offerings;

advanced product architecture which enables retailers to cater to their customers seamlessly and efficiently across a multitude of existing and emerging touch points;

product led services business model;

interoperability of solutions and solution components;

suitability for multi-national, multi-concept retailers;

proven track record in the high volume, high complexity segments within which we compete;

established reputation with key customers;

products that balance feature/performance requirements with cost effectiveness;

scope and responsiveness of professional services and technical support;

compatibility with emerging industry standards;

ease of upgrading and ease of use; and

timeliness of new product introductions.

Suppliers

We sell software and hardware manufactured by third parties to some of our customers, such as point of sale and other store-level computer hardware, mobile computer terminals, scanning equipment, printers, equipment used in warehouses, etc. We buy these hardware components from various suppliers including HP, DataLogic, Fujitsu, IBM, LXE, Motorola and Vocollect.

C. Organizational Structure

We have the following subsidiaries and related companies:

Subsidiary	Country of Residence	Proportion of voting power held (%)		Proportion of ownership interest held (%)

Retalix Holdings Inc.	United States		100		100
Retalix USA Inc.(1)	United States		100		100
Retail Control Systems Inc. (1)	United States		100		100
StoreNext Retail Technology LLC (1)	United States		100		100
MTXEPSLLC (1)	United States		100		100
PalmPoint Ltd.	Israel		100		100
Tamar Industries M. R. Electronic (1985) Ltd. (2)	Israel		100		100
StoreAlliance.com Ltd. (3)	Israel		51		51
StoreNext Ltd. (4)	Israel		51		51
TradaNet Electronic Commerce Services Ltd. (4)	Israel		51		51
DemandX Ltd. (4)	Israel		51		51
P.O.S. (Restaurant Solutions) Ltd.	Israel		100		100
Retalix Israel (2009) Ltd. (5)	Israel		100		100
Kohav Orion Advertising and Information Ltd.	Israel		100		100
Retalix (UK) Limited	United Kingdom		100		100
Retalix Italia S.p.A	Italy		100		100
Retalix France SARL	France		100		100
Retalix Australia PTY Ltd.	Australia		100		100
Retalix Japan Ltd.	Japan		100		100
Retalix Technology (Beijing) Co., Ltd.	China		100		100

_____________________

(1)	Held through our wholly-owned subsidiary, Retalix Holdings Inc.
(2)	Holds 26.8% of the issued share capital of StoreAlliance.Com, Ltd. and 100% of the issued share capital of Retalix Israel (2009).
(3)	Including holdings through our wholly-owned subsidiary, Tamar Industries M. R. Electronic (1985) Ltd.
(4)	Wholly owned by our subsidiary, StoreAlliance.com Ltd.
(5)	Held through our wholly-owned subsidiary, Tamar Industries M. R. Electronic (1985) Ltd. (formerly named Net Point Ltd.)

StoreAlliance.com Ltd. is a Retalix subsidiary in which as of December 31, 2011 we held approximately 50.5% interest directly and through one of our wholly owned subsidiaries. In addition there are three other Israeli shareholders in StoreAlliance.com Ltd.: Discount Investment Corporation Ltd.; Isracard, a subsidiary of Bank Hapoalim, one of Israel’s largest banks; and the Central Bottling Company Ltd. (Coca Cola Israel). In addition, approximately 270,000, or the Subsidiary Plan, and 36,000, or the Subsidiary 2004 Plan, ordinary shares of StoreAlliance.com Ltd., or approximately 7.7% and 1%, respectively, of its issued and outstanding share capital, were reserved for issuance upon the exercise of options granted to our StoreAlliance.com Ltd. employees. As of December 31, 2011, 65,000 options under the Subsidiary Plan were exercised, 27,033 options under the Subsidiary 2004 Plan were outstanding and all unexercised options were forfeited. An additional 90,000 ordinary shares of StoreAlliance.com Ltd., or approximately 2.3% of its issued and outstanding share capital, are reserved for issuance upon the exercise of options granted to employees of Coca Cola Israel.

D. Property, Plants and Equipment

Our Israeli corporate headquarters are located in Ra’anana, Israel, where we occupy approximately 9,600 square meters of office space, of which approximately 6,500 square meters represent ownership rights under a long-term lease from the Israel Lands Administration, and approximately 3,100 square meters are leased from other third parties for shorter terms.

In addition to our corporate headquarters in Ra’anana, Israel, we currently lease approximately 50,400 square feet of office space in Plano, Texas that serves as our U.S. headquarters. We also lease offices in Arizona, Kansas, Michigan, Nebraska, Ohio, Oklahoma, Pennsylvania and Texas, as well as in Stevenage, England, Bollengo, Italy, Paris, France, Sydney, Australia, Tokyo, Japan, China (Beijing) and Petah-Tikva, Israel. We believe our facilities are adequate for our current and planned operations.

ITEM 4A – UNRESOLVED STAFF COMMENTS

None.

ITEM 5 – OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion and analysis should be read in conjunction with our audited consolidated financial statements and the related notes to those financial statements included elsewhere in this annual report.

A. Operating Results

Overview

We generate revenues from the sale of licenses and maintenance for our software, SaaS, services (both delivery and SI as described above), and the sale of complementary third party software and computer hardware equipment as well as its related third party maintenance (such as point of sale and other store-level computer hardware, mobile computer terminals, scanning equipment, printers, etc.) mainly to lower tier customers.

In 2011, we executed on the strategy formulated and articulated the previous year. We believe that the strategy is sound. All of the major growth engines that we defined, Retalix 10 Store Suite (which was announced in January 2011); value-added services leveraging our products and retail expertise; new adjacent markets arising from both new geographies and the blurring of the retail segments; and building on our efforts in providing SaaS, contributed to our growth in 2011 and continue to be the foundations for our business looking forward. This contribution came across most territories and business units.

The investments in the above growth engines, as well as other infrastructure, were made and continue to be made, in parallel to our growing revenues and profitability, successfully delivering customer projects and signing new customers.

On a more tactical level, we continue to enhance our sales pipeline and execution of our strategy, by undertaking a combination of the following factors:

a focus on our growth engines;

the enhancement of our customer facing and sales teams;

structured and continuously improved sales process;

a unique and broader offering to the market via the addition of our new services offering; and

the large total addressable market available to Retalix attained by virtue of our new products and services and the blurring of the retail segments.

Application of Critical Accounting Policies and Use of Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The consolidated financial statements include our accounts and the accounts of our subsidiaries.

The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles and does not require management’s judgment in its application, while in other cases, management’s judgment is required in selecting among available alternative accounting standards that allow different accounting treatment for similar transactions.

We believe that the accounting policies discussed below are critical to our financial results and to understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates.

Allocation of expenses

We make estimates and judgments to classify certain expenses to various expense line items in our statement of income. Whether we classify a particular expense as a cost of revenues or as an operating expense affects the amount of our gross profit but does not affect our operating income. Using our time reporting data, which reflects the type and quantity of work performed by our employees in our various business activities, we classify our expenses applying certain guidelines and principles as follows: first, we classify all billable customer work as cost of revenues; second, we classify all research and development work related to our product enhancement activities as research and development expenses. Finally, we classify expenses as sales and marketing or as general and administrative specifically based on their nature. Certain overhead costs are attributed to the various expense line items based on the portion of each cost group's employees in the time reporting data.

Revenue recognition

Our revenue recognition policy is critical because our revenue is a key component of our results of operations. We derive our revenues from the licensing of integrated software products. To some extent we also derive revenues from the sale of complementary third party software and hardware equipment as well as its related third party maintenance. We derive the majority of our revenues from maintenance and other professional services which are principally software changes and enhancements requested by customers, system integration services, SaaS as well as on-line application, information and messaging services, mostly associated with products sold by us and which we classify as revenues from services.

Determining whether and when some of the criteria required to recognize revenue have been satisfied often involves assumptions and judgments that can have a significant impact on the timing and amount of revenue we report. For example, for multiple element arrangements we must make assumptions and judgments in order to allocate the total price among the various elements we must deliver, to determine whether undelivered services are essential to the functionality of the delivered products and services, to determine whether vendor-specific objective evidence of fair value exists for each undelivered element and to determine whether and when each element has been delivered. If we were to change any of these assumptions or judgments, it could cause a material increase or decrease in the amount of revenue that we report in a particular period.

Revenues from sales of software license agreements are recognized when all of the criteria in ASC 985-605, “Software Revenue Recognition”, are met. Revenues from products and license fees are recognized when persuasive evidence of an agreement exists, delivery of the product has occurred, the fee is fixed or determinable, no further obligations exist and collectability is probable.

Revenues from software licenses that require significant customization, integration and installation are recognized based on ASC 605-35, “Construction-type and production-type contracts”, according to which revenues are recognized on a percentage of completion basis. Percentage of completion is determined based on the “Input Method” and when collectability is probable. Upon delivery, if uncertainty exists about customer acceptance, revenue is not recognized until acceptance is provided. Provisions for estimated losses on uncompleted contracts are recognized in the period in which the likelihood of the losses is identified. As of December 31, 2011, no such estimated losses were identified.

Where software license arrangements involve multiple elements, the arrangement consideration is allocated using the residual method. Under the residual method, revenue is recognized for the delivered elements when (1) Vendor Specific Objective Evidence, or VSOE of the fair values of all the undelivered elements exists, and (2) all revenue recognition criteria of ASC 985-605, as amended, are satisfied. Under the residual method, any discount in the arrangement is allocated to the delivered element. Our VSOE of fair value for maintenance is based on a consistent statistical renewal percentage derived from the majority of maintenance renewals. Revenues from maintenance services are recognized ratably over the contractual period or as services are performed.

Certain of the Company’s multiple element arrangements include hardware that functions together with software to provide the essential functionality of the product. Accordingly, such arrangements entered into or materially modified on or after January 1, 2011 are no longer accounted for in accordance with the FASB’s software revenue guidance rather they are accounted for in accordance with the new guidance issued in October 2009 by the Financial Accounting Standards Board, ASU 2009-14 “Certain Revenue Arrangements That Include Software Elements”. Although ASU 2009-14 did not have a material impact to the Company’s financial statements, the amended guidance could be important to the Company in the future due to the integration of Perceptive Software and the anticipated growth of its business. The adoption of ASU 2009-14 did not result in a change in the amounts or timing of revenue recognition for the following Company’s multiple deliverable arrangements that contain software components:

Software included within the equipment component that was considered incidental under the previous guidance and will continue to be accounted for as part of the sale of the equipment under the amended guidance.

Software that was not considered incidental under previews guidance, and does not function together with the non-software components to deliver the equipment’s essential functionality under the new guidance, will continue to be accounted for under the industry-specific software revenue recognition guidance.

For all software revenue arrangements containing software that is “more than incidental” to the product as a whole that were entered into prior to January 1, 2011 and that have not been subsequently materially modified, as well as multiple element software arrangements without hardware, the Company allocates revenue to the delivered elements of the arrangement using the residual method, whereby revenue is allocated to the undelivered elements based on VSOE of fair value of the undelivered elements with the remaining arrangement fee allocated to the delivered elements and recognized as revenue assuming all other revenue recognition criteria are met. If the Company is unable to establish VSOE of fair value for the undelivered elements of the arrangement, revenue recognition is deferred for the entire arrangement until all elements of the arrangement are delivered. However, if the only undelivered element is PCS, the Company recognizes the arrangement fee ratably over the PCS period or over the product's estimated economic life, as applicable.

In April 2010, the FASB issued an amendment to the accounting and disclosure for revenue recognition - milestone method. This amendment, effective for fiscal years beginning on or after June 15, 2010 (early adoption was permitted), provides guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research and development transactions. The adoption of the amendment by us did not have material impact on our consolidated financial statements.

Revenues from professional services that are not bundled or linked to a software sale are recognized as services are performed in accordance with the provisions of ASC 605-20 “Services”.

Hardware sales are recognized on a gross price basis, in accordance with ASC 605-45, 605-45 “Principal Agent Considerations.

In cases where the products are sold to smaller retailers, through resellers, revenues are recognized as the products are supplied to the resellers in accordance with the provisions of ASC 605-15, “Products”. In specific cases where resellers have the right of return or we are required to repurchase the products or in cases when we guarantee the resale value of the products, revenues are recognized as the products are delivered by the resellers.

Revenues from SaaS and on-line application, information and messaging services, are recognized as rendered in accordance with the provisions of ASC 605-20.

Deferred revenue includes transactions for which payment was received from customers, for which revenue has not yet been recognized as well as obligations related to the provision of maintenance services.

The Company recognizes revenues net of Value Added Tax.

Revenue results are difficult to predict, and any shortfall in revenue or delay in recognizing revenue could cause our operating results to vary significantly from quarter to quarter and could result in future operating losses. Should changes in conditions cause management to determine that these guidelines are not met for certain future transactions, revenue recognized for any reporting period could be adversely affected.

Goodwill and Intangible Assets

ASC 350, “Intangibles - Goodwill and Other”, requires that goodwill and intangible assets with an indefinite life be tested for impairment on adoption and at least annually thereafter. Goodwill and intangible assets with an indefinite life are required to be written down when impaired, rather than amortized as previous accounting standards required. Goodwill and intangible assets with an indefinite life are tested for impairment. Goodwill impairment testing is a two-step process. The first step involves comparing the fair value of a company’s reporting units to their carrying amount. If the fair value of the reporting unit is determined to be greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount is determined to be greater than the fair value, the second step must be completed to measure the amount of impairment, if any. Step two calculates the implied fair value of goodwill by deducting the fair value of all tangible and intangible assets, excluding goodwill, of the reporting unit from the fair value of the reporting unit as determined in step one. The implied fair value of the goodwill in this step is compared to the carrying value of goodwill. If the implied fair value of the goodwill is less than the carrying value of the goodwill, an impairment loss equivalent to the difference is recorded.

In September 2011, the FASB amended the guidance for goodwill impairment testing. According to this amendment, an entity has the option to first assess qualitative factors to determine whether it is necessary to perform the current two-step test. If an entity believes, as a result of its qualitative assessment, that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is required. Otherwise, no further testing is required. We have not yet adopted this amendment.

Significant estimates used in the fair value methodologies include estimates of future cash flows, future short-term and long-term growth rates, weighted average cost of capital and estimates of market multiples of the reportable unit.

We allocate the purchase price of acquired companies to the tangible and intangible assets acquired and liabilities assumed, based on their estimated fair values. Such valuations require management to make significant estimations and assumptions, especially with respect to intangible assets.

Critical estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from customer relations, acquired developed technologies and trade names, and values of open contracts. In addition, other factors considered are the brand awareness and the market position of the acquired products and assumptions about the period of time the brand will continue to be used in the combined company’s product portfolio. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable.

If we do not appropriately allocate these components or we incorrectly estimate the useful lives of these components, our computation of depreciation and amortization expense may not appropriately reflect the actual impact of these costs over future periods, which will affect our net income.

Fair values are determined by using a discounted cash flow methodology for each business unit. The discounted cash flow methodology is based on projections of future cash flows, future short-term and long-term growth rates, weighted average cost of capital and estimates of market multiples of the reportable unit. We also consider factors such as historical performance, anticipated market conditions, operating expense trends and capital expenditure requirements. Additionally, the discounted cash flow analysis takes into consideration cash expenditures for further product development. We perform our annual impairment tests in the fourth quarter. In the fourth quarter of 2011, as a result of our analysis, we determined that the fair value of each unit supported its carrying amount. We also conduct a sensitivity analysis to assess whether impairment would occur if certain parameters, such as the unit’s projected growth rate and its weighted average cost of capital, were adversely changed to a reasonable degree based on market conditions and determined that the fair value of each unit supported its carrying amount even under such revised assumptions.

Stock based compensation

ASC 718 “Compensation – Stock Compensation” requires all equity-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. We selected the Black-Scholes option pricing model as the appropriate fair value method for our stock-options awards based on the market value of the underlying shares at the date of grant. We recognize compensation costs using the accelerated vesting attribution method that results in an accelerated recognition of compensation costs in comparison to the straight line method.

In addition, we use historical stock price volatility as the expected volatility assumption required in the Black-Scholes option valuation model. As equity-based compensation expense recognized in our consolidated statements of income is based on awards ultimately expected to vest, such expense has been reduced for estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

We account for equity instruments issued to third party service providers (non-employees) in accordance with the fair value based on an option-pricing model, pursuant to the guidance in ASC No. 505-50 “Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling Goods or Services”.

Accounting for stock based compensation requires significant subjective judgment. Such judgment is implemented in this context in choosing the appropriate pricing model upon which the fair value of stock based compensation is measured as well as a variety of factors involved in the fair value computation, such as volatility, rate of forfeiture, etc.

Should economic events or our business or operational characteristics change, or should there be a change in the habits of our employees with respect to stock option exercises and forfeitures, future determinations as to fair value may change the value attributed to stock based compensation and impact our results of operations.

Tax provision

We operate in a number of countries and, as such, fall under the jurisdiction of a number of tax authorities. We are subject to income taxes in these jurisdictions and we use estimates in determining our provision for income taxes. Deferred tax assets, related valuation allowances and deferred tax liabilities are determined separately by tax jurisdiction. This process involves estimating actual current tax liabilities together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are recorded on our balance sheet. We assess the likelihood that deferred tax assets will be recovered from future taxable income, and a valuation allowance is provided for if it is more likely than not that some portion of the deferred tax assets will not be recognized. Although we believe that our tax estimates are reasonable, the ultimate tax determination involves significant judgment that could become subject to audit by tax authorities in the ordinary course of business. In our opinion, sufficient tax provisions have been included in our consolidated financial statements in respect of the years that have not yet been assessed by tax authorities. On a quarterly basis, we also reassess the amounts recorded for deferred taxes and examine whether any amounts need to be added or released.

Additional discussion of accounting characteristics

Our functional currency

Our consolidated financial statements are prepared in U.S. dollars in accordance with U.S. generally accepted accounting principles. The currency of the primary environment in which we operate is the U.S. dollar. We mainly generate revenues in dollars or in non-dollars currencies linked to the dollar. As a result, the dollar is our functional currency. Transactions and balances originally denominated in dollars are presented at their original amounts. Balances in non-dollar currencies are translated into dollars using historical and current exchange rates for non-monetary and monetary balances, respectively. For non-dollar transactions and other items (stated below) reflected in the statements of income (loss), the following exchange rates are used: (1) for transactions – exchange rates at transaction dates or average rates of the period reported and (2) for other items (derived from non-monetary balance sheet items such as depreciation and amortization, changes in inventories, etc.) – historical exchange rates. Currency transaction gains or losses are carried to financial income or expenses, as appropriate.

The functional currency of Retalix Italia, StoreAlliance.com Ltd., StoreNext Ltd., TradaNet Electronic Commerce Services Ltd., DemandX Ltd., or, collectively, the StoreAlliance group, is their local currency (Euro and New Israeli Shekel, respectively). The financial statements of Retalix Italia are included in our consolidated financial statements translated into dollars in accordance with ASC 830 “Foreign Currency Translation” (“ASC 830”). Accordingly, assets and liabilities are translated at year end exchange rates, while operating results items are translated at average exchange rates during the year. Differences resulting from translation are presented in shareholders’ equity under “accumulated other comprehensive income (loss)”. The financial statements of the StoreAlliance group are included in our consolidated financial statements translated into dollars in accordance with ASC 830. Accordingly, assets and liabilities are translated at year end exchange rates, while income statement items are translated at average exchange rates during the year. Differences resulting from translation are presented in shareholders’ equity under “accumulated other comprehensive income (loss)”.

Sources of Revenue

We derive our revenues from the licensing of integrated software products, and to some extent also from the sale of complementary third party software and hardware equipment, all of which we classify as revenues from product sales. We also derive revenues from maintenance and other services which are principally software changes and enhancements requested by customers and system integration services, all associated with our software products, which we classify as revenues from services. In addition, we provide SaaS and business flow communication services between retailers and suppliers, data analysis and supply chain information services to suppliers as well as manufacturers and on-line application services primarily to small independent retailers. We do business through subsidiaries in the United States, Israel, the United Kingdom, Italy, France, Japan, China and Australia.

Our relationships primarily with our large customers are long-term in nature, as they involve the supply of products that require considerable customer commitment, attention and investment of financial and human resources.

During 2009, 2010 and 2011, none of our customers accounted for 5% or more of our total revenues.

Product Sales

Product sales consist of the sale of software mainly through perpetual license agreements with direct customers, integrators, distributors and dealers as well as third party hardware. Such hardware could typically be point of sale and other store level computer hardware, mobile computer terminals, scanning equipment, printers, optical equipment used in warehouses, etc.

Services

Revenues from services consist of:

Maintenance – consists primarily of technical support and use of help-desk services, dealing primarily with difficulties or failures occurring from erroneous use of software products bugs, etc. In some cases the maintenance includes unspecified upgrades, which are mainly bug fixes. We provide maintenance services primarily based on annual arrangements or, alternatively, through dedicated-team arrangements based on professional personnel fully dedicated to the customer and directed by him primarily in the context of performance of change requests and for relatively long periods of time. In some cases, we provide maintenance services on a per-call basis.

Development/Enhancement services in the form of short-term projects – primarily fixed price or hourly/daily fee arrangements for the enhancement of our products to accommodate the request of a specific customer. Examples to this type of revenue could be the development of a new report, a simple type of a promotion or a simple interface to an external system based on the needs specified by the customer. These projects are small in volume and in most cases take only days to complete. Such services can also be provided in the context of dedicated-team arrangements, where specified amounts of personnel are dedicated to customers, charged to the customer and paid for, on the basis of daily rates.

Development/Enhancement services in the form of long-term projects – consists of relatively significant customizations which are of a longer-term in nature. Such tasks are most commonly performed for existing customers who request relatively complicated enhancements such as complicated promotion programs or complicated customizations required due to new fiscal regulations. Such services can also be provided in the context of dedicated-team arrangements.

SaaS and On-line information services, messaging and application services – including communication and business messaging services between retailers and suppliers, provision of market data analysis and operational supply chain information services to suppliers and manufacturers and a variety of remote on-line retail and operational applications sold to retailers through monthly subscription fee arrangements, also referred to as Connected Services. These revenues were not significant in 2009 and prior years. Most of these services are based on periodic subscription fees and thus are recognized over the service period. Some of these services such as EDI messaging services are charged to customers on the basis of volumes of usage.

System Integration services – designed to deliver strategic, value-added services to ensure the highest possible implementation quality. The SI Services are structured around six main services practices covering all project life cycle, from business consulting and program management, through testing, training, rollout and ongoing support. SI services include: Acceptance Testing and Automated Testing; Training and Documentation; Support (help desk, 1st and 2nd levels); Deployment/rollout; Program Management; and Business Consultancy.

Multiple element agreements

Our sales also consist of multiple element arrangements that in most cases involve the sale of licenses as well as maintenance services and other professional services in regard to the products sold.

Sales to integrators

In some cases, we sell our products and provide our services to integrators to which typical customers outsource their IT activities. In these cases, the integrators are the actual customers in all material respects.

Sales through resellers

We also sell our products, primarily to smaller retailers, through resellers.

Cost of Revenues

Cost of revenues is comprised of the cost of product sales and the cost of services. Furthermore, intangible assets created through purchase price allocations such as customer base and technology are amortized to cost of revenues over their expected periods of life. In addition, generally we are obligated to pay the Israeli government royalties at a rate of 3% to 5% on revenues from specific products resulting from grants, up to a total of 150% of the grants received. These royalties are presented as part of our cost of revenues:

Cost of Product Sales consists of costs mostly related to cost of third party hardware and software licenses and amortization of intangible assets. Historically, our revenues from hardware sales represented a relatively small portion of our overall revenues. However, hardware sales constitute a significant portion of StoreNext USA's revenues, in respect of which cost of product sales reflect the significant hardware costs.

Cost of Services consists of costs directly attributable to service sales, including compensation, travel and overhead costs for personnel providing software support, maintenance, development, system integration, market information, messaging, Connected Services and other services. Because the cost of services is substantially higher, as a percentage of related revenues, than the cost of licenses, our overall gross margins may vary from period to period as a function of the mix of services versus products revenues in such periods. The integration of acquired activities which have higher percentages of revenues from services than product sales, as well as lower gross margins for their service related revenues, caused our cost of services to increase over the years.

Operating Expenses consist of research and development expenses, net, selling and marketing expenses, and general and administrative expenses. In 2009, 2010 and 2011, expenses under ASC 718 resulted in annual compensation expenses of $2.2 million, $3.9 million and $2.3 million, respectively, before taxes.

Research and Development Expenses, Net consist primarily of salaries, outsource, subcontractors, related benefits, depreciation of equipment for software developers and amortization of intangible assets such as technology and customer base acquired as part of acquisitions of companies or business activities. These expenses are net of the amount of grants, if any, received from the Israeli government for research and development activities. Under Israeli law, research and development programs that meet specified criteria and are approved by the Office of the Chief Scientist are eligible for grants of up to 50% of certain approved expenditures of such programs. See “Liquidity and Capital Resources--Grants from the Office of the Chief Scientist” below.

Selling and Marketing Expenses consist primarily of salaries, related benefits, travel, trade shows, public relations and promotional expenses. We compensate our sales force through salaries and incentives. As we continue to focus our efforts on selling our products directly, we also pay commissions to some of our sales personnel.

General and Administrative Expenses consist primarily of salaries, related benefits, professional fees, bad debt allowances and other administrative expenses. In 2009 it included expenses incurred in connection with the process that led to the private placement transaction that was closed in November 2009, which appear in our statement of income in a different line-item called indirect private placement costs. In 2011 it included expenses incurred in connection with the merger and acquisition activities.

Other (Income) Expenses, Net consists primarily of gains or losses with respect to ordinary course dispositions of fixed assets, product line and proceeds resulting from investment in a subsidiary.

Financial Income (Expenses), Net consists primarily of interest earned on bank deposits, tax refunds and securities, interest paid on loans, credit from banks, expenses resulting from, net losses or gains on forward contracts or zero cost cylinders and net losses or gains from the conversion into dollars of monetary balance sheet items denominated in non-dollar currencies.

Share in Income (Losses) of an Associated Company

Share in income (losses) of an associated company represents our share in the income (losses) of Cell-Time Ltd., StoreAlliance.com Ltd., our subsidiary, held 33.3% of Cell-Time’s shares and sold the shares it held for an immaterial amount during the fourth quarter of 2011.

Minority Interests in Losses (Gains) of Subsidiary

Minority interests in losses (gains) of subsidiaries reflect the pro rata minority share attributable to the minority shareholders in losses or gains of our subsidiary, StoreAlliance.com Ltd.

Operating Results

The following table sets forth the percentage relationship of certain statement of operations items to total revenues for the periods indicated:

	Year ended December 31,
	2009			2010			2011

Revenues:
Product sales		30.2	%		28.0	%		21.6	%
Services		69.8			72.0			78.4
Total revenues		100.0			100.0			100.0
Cost of revenues:
Cost of product sales		20.5			16.9			13.6
Cost of services		38.8			42.7			45.2
Total cost of revenues		59.3	%		59.6	%		58.8	%
Gross profit		40.7	%		40.4	%		41.2	%
Operating expenses:
Research and development expenses, net		15.1			14.3			13.6
Selling and marketing expenses		9.7			8.4			11.1
General and administrative expenses		10.9			11.9			11.2
Other income, net					(0.1	)		(0.3	)
Indirect private placement costs		0.9			-

Total operating expenses		36.6			34.5			35.6
Income from operations		4.1			5.9			5.6
Financial income, net		0.9			1.7			0.8
Income before taxes on income		5			7.6			6.4
Taxes on income		(1.8	)		(2.2	)		(0.2	)
Minority interests in gains of subsidiaries		(0.2	)		(0.2	)		(0.4	)
Net income		3	%		5.2	%		5.8	%

Comparison of 2009, 2010 and 2011

Revenues

	Year ended December 31,
	2009		2010		2011		2009			2010			2011			2010 vs. 2009			2011 vs. 2010
	(U.S. $ in millions)						% of total revenues									% Change

Product sales	$	58.1	$	58.0	$	50.9		30	%		28	%		21.6	%		0	%		(12	)%
Services		134.3		149.4		185.1		70	%		72	%		78.4	%		11	%		24	%
Total revenues	$	192.4	$	207.4	$	236		100	%		100	%		100	%		8	%		14	%

Discussion of 2011 Results Compared to 2010

During 2011, our revenue level was higher than 2010, mainly due to significant increases in services sales, primarily due to the moderate improvement of global economic conditions, and especially in the environment where our large customers operate, as well as our expanded service offering and marketing of our services and improvement of our positioning with existing and new customers offset by a decrease in our product sales. Our services business is usually less affected by adverse market conditions because it stems from the on-going needs of customers, while product sales are usually affected more because of a tendency of customers to postpone the purchase of new products during such periods. Product revenues in 2011 consisted of 46% license sales and 54% hardware sales, compared to 48% and 52%, respectively, in 2010. During 2011, our revenues from license sales declined 15% to $23.4 million, compared to $27.7 million in 2010 as a result of the transition into our new integrated product suite offering, Retalix 10, which was launched in January 2011, and while we built the marketing for this product and customers explored the advantages of the product. In 2011, hardware sales declined 9% to $27.5 million, compared to $30.3 million in 2010 as we improved our revenue mix by focusing on software license and service sales over the resale of hardware from other manufacturers.

The increase in services revenues in 2011 was mainly due to the expansion of our global delivery and system integration units bringing new opportunities and service offering through a higher number of contracts with new customers and increased services to existing customers. We have several large customers, with which we have relatively significant dedicated team arrangements, which are based on professional personnel exclusively dedicated to and controlled by these customers and which provide maintenance as well as project-oriented services. As a result, service revenues from these large customers cover both maintenance and project-oriented services, and we do not differentiate between the two. Our total revenues from services in 2011 consisted of 34% from maintenance and 66% from professional services, including all services provided through customer-dedicated personnel arrangements. Revenues from our SaaS offerings are also included with the total services revenues. SaaS is currently a small part of our revenues but we expect it to grow due to new SaaS offerings and marketing of these services and our recent acquisition of MTXEPS. MTXEPS was integrated into our service offering as part of our Global Payments Group and we expected minimal incremental revenue contribution for the remainder of 2011 from the acquisition of MTXEPS due to the timing of the acquisition, integration efforts, and the fact that we were already receiving revenue from a previous partnership agreement with MTXEPS.

Discussion of 2010 Results Compared to 2009

Our product revenues in 2010 consisted of 48% license sales and 52% hardware sales, compared to 42% and 58%, respectively, in 2009. During 2010, our revenues from license sales increased 13% to $27.7 million, compared to $24.5 million in 2009. In 2010, hardware sales declined 11% to $30.3 million, compared to $34 million in 2009.

The increase in services revenues in 2010 was mainly due to higher number of contracts with new customers and increased services to existing customers. Our total revenues from services in 2010 consisted of 41% from maintenance and 59% from professional services, including all services provided through customer-dedicated personnel arrangements as mentioned above.

	Year ended December 31
	2009		2010		2011
	U.S. $ in thousands

Revenues:
U.S		112,739		110,724		123,606
Israel		21,284		24,621		25,688
International*		58,370		72,029		86,746
Total revenues		192,393		207,374		236,040
* The international segment includes revenues from customers in Europe		39,296		41,341		50,888

Discussion of 2011 Results Compared to 2010

We conduct business globally and generate revenues from customers located in three geographical markets: the U.S. region (which includes the United States, Canada and Latin America), International (which includes Europe, Africa, Asia and the Pacific) and Israel. During 2011, our U.S. revenues constituted 52% of total revenues, our international revenues constituted 37% of total revenues, and our Israeli revenues constituted 11% of total revenues, compared to 53%, 35% and 12% in 2010, respectively.

During 2011, our U.S. region revenues increased by 11.6% to approximately $123.6 million, as compared to approximately $110.7 million in 2010. The increase is mainly due to growth in maintenance, professional services and an increase in SaaS revenues and was partially offset by a reduction in hardware revenues, as a result of a change in our revenue mix focus.

During 2011, our international revenues increased by 20.4% to $86.7 million, as compared to $ 72 million in 2010, primarily due to an increase in services we traditionally provided and new service offerings. Our international revenues may fluctuate from period to period in the near term, as these sales are still affected to a great extent by a small number of relatively large customers, as well as a result of currency fluctuations and economic uncertainty in Europe.

During 2011, our Israeli revenues increased by 4.4 % to $ 25.7 million, as compared to $ 24.6 million in 2010. The increase was primarily due to an increase in services we traditionally provided and new service offerings.

During 2011, our total revenue level was higher than that of 2010 and reflected an increase in services, due to the improvement of global economic conditions in many areas we are operating in and increasing sales and marketing efforts supported by innovative product offerings. Our services business stems from long-term relationships with existing customers.

Discussion of 2010 Results Compared to 2009

During 2010, our U.S. revenues constituted 53% of total revenues, our international revenues constituted 35% of total revenues, and our Israeli revenues constituted 12% of total revenues, compared to 59 %, 30 % and 11 % in 2009, respectively.

During 2010, our U.S. region revenues decreased by 2% to approximately $110.7 million, as compared to approximately $112.7 million in 2009. The decrease is mainly due to a reduction in hardware revenues, as a result of a change in our revenue mix focus and the relative market weakness in the United States, offset by increases in maintenance, license revenues and SaaS revenues.

During 2010, our international revenues increased by 24% to $72.0 million, as compared to $ 58.3 million in 2009, primarily due to higher license revenues as well as an increase in services we traditionally provided and new service offerings.

During 2010, our Israeli revenues increased by 15% to $24.6 million, as compared to $ 21.3 million in 2009. The increase was primarily due to an increase in services we traditionally provided and new service offerings.

Cost of Revenues

	Year ended December 31,
	2009		2010		2011		2009			2010			2011			2010 vs. 2009			2011 vs. 2010
	(U.S. $ in millions)						% of corresponding revenues									% Change

Product sales	$	39.6	$	35.0	$	32.0		68	%		60	%		63	%		(11.6	)%		(8.6	)%
Services		74.5		88.5		106.7		56	%		59	%		58	%		18.8			20.6
Total revenues	$	114.1	$	123.5	$	138.7											8.2	%		12.3	%

During 2011, the cost of product sales decreased by 8.6% to $32 million, compared to $35 million in 2010, primarily due to the corresponding decrease in product sales.

During 2011, the cost of services increased by 20.6% to $106.7 million compared to $88.5 million in 2010, primarily due to an increase in the average number of professional services employees and subcontractors as part of the global delivery and system integration units expansion resulting in higher services revenues.

During 2010, the cost of product sales decreased by 11.6% to $35 million, compared to $39.6 million in 2009, primarily due to the increase in license sales and absolute value decrease in the cost of sale of hardware, which was derived from the decrease in hardware sales.

During 2010, the cost of services increased by 18.8% to $88.5 million compared to $74.5 million in 2009, primarily due to an increase in the average number of professional services employees and subcontractors due to a higher services revenues that required more resources, offset by a decrease in costs due to our ongoing efforts to optimize efficiency and decrease our global cost structure.

In 2011, the cost of product sales as a percentage of product sales was 63%, compared to 60% in 2010, due to the lower portion of licenses in our product revenue mix and the higher portion of hardware in the product revenue mix. In 2011, the cost of services as a percentage of service sales decreased to 58%, compared to 59% in 2010, due to the improvement in efficiency in our services support offering. In 2010, the cost of product sales as a percentage of product sales was 60%, compared to 68% in 2009, due to the higher portion of licenses in our product revenue mix and the lower portion of hardware in the product revenue mix. In 2010, the cost of services as a percentage of service sales increased to 59%, compared to 56% in 2009, due to the increased recruitment to support our service offering growth.

Operating Expenses*

	Year ended December 31,															% Change			% Change
	2009		2010		2011		2009			2010			2011			2010vs. 2009			2011 vs. 2010
	(U.S. $ in millions)						% of revenues

Research and development, net	$	29.0	$	29.7	$	32.0		15	%		14	%		14	%		2	%		8	%
Selling and marketing		18.8		17.3		26.2		10			8			11			(8	)		51
General and administrative		21.0		24.6		26.6		11			12			11			17			8

Total operating expenses	$	68.8	$	71.6	$	84.9		36	%		34	%		36	%		4	%		18.6	%

The above table excludes other income or expenses, net and other discrete costs relating to indirect private placement costs.

Our total operating expenses increased as a percentage of revenues from 2010 to 2011 mainly due to increasing in sales and marketing activities with new and existing clients related to introduction of our new Retalix 10 product suite as well as new service offering linked to it, offset by moderate increase in our research and development and general and administrative expenses. Our total operating expenses decreased as a percentage in revenues from 2009 to 2010 mainly due to continuous cost-cutting measures and efficiencies put in place offset by the increase of our average number of employees. For a discussion of the line items on our statement of income called impairment of goodwill, indirect private placement costs, and other income, net, see above under “—Application of Critical Accounting Policies and Use of Estimates—Goodwill and Intangible Assets”, “—Additional Discussion of Accounting Characteristics—Operating Expenses—General and Administrative Expenses”, and “—Additional Discussion of Accounting Characteristics—Operating Expenses—Other (Income) Expenses, Net”, respectively.

Research and Development Expenses, Net consists primarily of salaries and other related expenses for personnel. These expenses are presented net of grants under programs of the Office of the Chief Scientist of the Ministry of Industry, Trade and Labor of the Government of Israel. (For more information, please see the discussion in Item 5.C below under “Grants from the Office of the Chief Scientist”.) Our considerable research and development expenses reflect our investments in developing our next-generation applications and our recently introduced products, adapting these products to large chain environments as well as integrating our acquired supply chain and warehouse management systems into our suite of products. During 2011, due to the relative recovery in global markets we increased our research and development expenses compared with the prior year mainly due to a higher average number of research and development employees, subcontractors and related costs, focusing on the new introduced product suite and other high priority products based on customers' needs. As a result of the above, our research and development expenses for 2011 were higher compared to 2010, and higher in 2010 than 2009. We believe that our research and development expenses are now at an appropriate level, although they may fluctuate in the future in accordance with economic conditions, currency changes and our business needs. We intend to continue to invest considerable resources in research and development as we believe that this is essential to enable us to establish ourselves as a market leader in our fields of operation. We view our research and development efforts as essential to our ability to successfully develop innovative products that address the needs of our customers as the market for enterprise-wide retail software solutions evolves.

Selling and Marketing Expenses. During 2011, and the second half of 2010, after reducing many sales and marketing positions during 2009 and the first half of 2010 as part of our cost efficiency measures, we invested significant resources in sales and marketing efforts to maintain and strengthen relationships with new customers that are added to our customer base and in establishing a presence in new markets mainly in Europe and Asia. Approximately $0.4 million of expenses in 2011, $0.5 million of expenses in 2010 and $0.1 million of expenses in 2009 were attributable to the expense effect stock-based compensation.

General and Administrative Expenses. In 2011, our general and administrative expenses increased in comparison to 2010 mainly due to an increase in professional fees and human resource related costs attributed to the significant increase in headcount offset by a decrease in bad debt expenses due to continued collection improvement. In addition, our general and administrative expenses included expenses incurred in connection with the MTXEPS transaction. In 2010, our general and administrative expenses increased in comparison to 2009 mainly due to an increase in the average number and cost of general and administrative employees and an increase in professional fees offset by a decrease in bad debt expenses due to improved collections, and an overall decrease of days of sales outstanding, or DSO. Approximately $1.4 million of expenses in 2011, approximately $3 million of expenses in 2010 and approximately $0.5 million of expenses in 2009 were attributable to expenses for stock-based compensation.

Financial Income (Expenses), Net

Financial income (expenses), net, totaled approximately $1.8 million of income in 2011, compared to approximately $3.5 million of income in 2010 and compared to approximately $1.8 million of expenses in 2009. During 2011, we recorded lower interest income and gain on derivative financial instruments compared to 2010, in which we recorded significant interest income of approximately $2 million in interest income related to tax refunds and $0.9 million in bank interest related to our market yield bank deposits in comparison to $1.6 million bank deposits interest income and no tax refunds interest income in 2011.

Corporate Tax Rate

The general corporate tax rate in Israel is 26% for the 2009 tax year, 25% for the 2010 tax year and 24% for the 2011 tax year. On December 6, 2011, the “Tax Burden Distribution Law” Legislation Amendments (2011) was published in the official gazette, under which the previously approved gradual decrease in corporate tax was cancelled and the corporate tax rate increased to 25% as from 2012 forward. Our effective consolidated tax rate, however, was 3.3% in 2011, primarily due to significant tax benefits received following a tax assessment closing and reduction in our valuation allowance as a result of higher profitability and improvement in the utilization capability of carried forward losses which we previously thought will expire before utilized. In 2010, our effective consolidated tax rate was 29.3%, primarily due to the high profitability in the company’s subsidiaries which are taxed at a higher tax rate ranging from 30% to 40%. We enjoy lower effective tax rates in Israel primarily because of tax reductions to which we are entitled under the Investments Law, with respect to our investment programs that were granted the status of Approved or Benefited Enterprise under this law. Under our Approved Enterprise investment programs, we are entitled to certain tax exemptions and reductions in the tax rate normally applicable to Israeli companies with respect to income generated from our Approved Enterprise investment programs. We expect to continue to derive a portion of our income from our Approved or Benefited Enterprise investment programs as well as Benefited Enterprises – see further discussion below. The tax benefits for our existing and operating Approved Enterprise or Benefited programs are scheduled to expire by 2022. The period of tax benefits for each capital investment plan expires upon the earlier of 12 years from the Operation / Election Year, or 14 years from the start of the tax year in which approval was received. We cannot assure you that such tax benefits will be available to us in the future at their current levels or at all.

Part of our taxable income in Israel has been tax exempt in recent years due to the Approved or Benefited Enterprise status granted to most of our production facilities. We have decided to permanently reinvest the amount of such tax exempt income and not to distribute it as dividends. Accordingly, no deferred taxes have been provided in respect of such income in the financial statements included in this annual report.

The amount of income taxes that would have been payable had such tax exempt income, earned through December 31, 2011, been distributed as dividends is approximately $11.1 million.

As of December 31, 2011, approximately $44.2 million of our accumulated earnings in Israel were tax-exempt. If we were to distribute this tax-exempt income before our complete liquidation, it would be taxed at the reduced corporate tax rate applicable to these profits (10%-25%, depending on the extent of foreign investment in the company), and an income tax liability of up to approximately $11.1 million would be incurred. Our board of directors has determined that we will not distribute any amounts of our undistributed tax-exempt income as a dividend. We intend to reinvest our tax-exempt income and not to distribute such income as a dividend. Accordingly, no deferred income taxes have been provided on income attributable to our Approved or Benefited Enterprise program as the undistributed tax exempt income is essentially permanent in duration. On April 1, 2005, an amendment to the Investments Law came into effect (including amendment no. 60 thereof, which was adopted in 2008 with retroactive effect), which revised the criteria for investments qualified to receive tax benefits. An eligible investment program under the amendment will qualify for benefits as a Benefited Enterprise (rather than the previous terminology of Approved Enterprise) if it is an industrial facility (as defined in the Investments Law) that will contribute to the economic independence of the Israeli economy and is a competitive facility that contributes to the Israeli gross domestic product. Among other things, the amendment provides tax benefits to both local and foreign investors and simplifies the approval process – the benefited Enterprise routes do not require pre-approval by the Investment Center of the Israeli Ministry of Industry, Trade and Labor, or the Investment Center. The amendment does not apply to investment programs approved on or prior to March 31, 2005. The Investments Law was further amended on December 27, 2010 and alternative benefit tracks to the ones currently in place under the provisions of the Law were set, as described in more details under Item 10.E. below.

As was applied before, tax-exempt income generated under the provisions of the new law will subject us to taxes upon distribution or liquidation.

Net Income Attributable to Controlling Interests. These amounts primarily consisted in 2009, 2010 and 2011 of the minority interests in the gains of StoreAlliance.com Ltd.

B. Liquidity and Capital Resources

We had cash and cash equivalents of approximately $103.7 million, $77.1 million and $38.6 million, as of December 31, 2009, 2010 and 2011, respectively. Our total cash and cash equivalents, short-term bank deposits and short-term and long-term investment in marketable securities, net of short-term bank credit increased to approximately $135.7 million as of December 31, 2011, compared to $134.6 million as of December 31, 2010 and $104.4 million as of December 31, 2009. The increase in 2011 was a result of continued growth of sales, good collection and reduction in Customers DSO, and cost efficiencies measures that were taken offset by the investment of $16.9 million for the MTXEPS acquisition. The increase in 2010 was as a result of increased efforts to collect receivables in parallel to the growth of the sales and significant tax refunds received during the year.

As of December 31, 2011, we held an auction rate security totaling $1 million at par value. During 2011 the auction rate security resumed trading and an observable price was established, increasing its fair value by $0.5 million through other comprehensive income. Historically, the carrying value of auction rate securities approximated fair value due to the frequent resetting of the interest rates. While we continue to earn interest on this investment at the contractual rates, the estimated market value of this auction rate security no longer approximates par value. In previous years, when the auction rate security was associated with failed auction, we estimated the fair value of this auction rate security based, among other things, on the following: (i) the underlying structure of the security; (ii) the present value of future principal and interest payments discounted at rates considered to reflect current market conditions; (iii) consideration of the probabilities of default, auction failure, or repurchase at par for each period; and (iv) estimates of the recovery rates in the event of default for the security. The fair market value of the auction rate security at December 31, 2011 was approximately $0.8 million, a decline of approximately $0.2 million from par value. We continue to monitor the market for auction rate securities and consider its impact (if any) on the fair market value of our investment. If the current market conditions deteriorate, we may be required to record unrealized losses in other comprehensive income or impairment charges in 2012.

Net cash provided by operating activities in 2011 was $20.1 million, compared to net cash provided by operating activities of $33.7 million and $39.4 million in 2010 and 2009, respectively. Changes in net cash provided by operating activities throughout the years are caused primarily due to increases in net income and reductions in receivables as a result of our extensive collection efforts while the reduction in our net cash provided by operating activities in 2011 resulted mainly from the contributions from a tax refund in the previous year.

Net cash used in investing activities in 2011, 2010 and 2009 of approximately $60.7 million, $60.1 million and $0.9 million, respectively, was primarily attributable to significant investment in short term deposits which were held as liquid cash balances before, cash spent on property, plant and equipment and cash invested in or received from the disposition of marketable securities in all three years. Net cash used in investing activities in 2011 includes amount of $16.9 million related to acquisition of the MTXEPS business purchased in consideration of $18.9 million net of cash acquired in the amount of $2 million.

Our capital expenditures (consisting of the purchase of fixed assets and other assets) were $5.3 million, $2.6 million and $3.0 million in 2011, 2010 and 2009, respectively, mostly attributable to purchasing computer and peripheral equipment including software systems and licenses in all three years.

Net cash provided by financing activities in 2011 amounted to approximately $2.8 million, primarily due to the issuance of share capital to employees and non-employees resulting from the exercise of options. Net cash used in financing activities in 2010 amounted to approximately $0.4 million, primarily due to repayment of long term loans. Net cash provided by financing activities in 2009 amounted to approximately $31.4 million, primarily attributable to a private placement of ordinary shares and warrants for net proceeds in the amount of $31.5 million.

Bank Debt

As of December 31, 2011, we had no outstanding bank loans.

Credit Risk

Other than the foreign currency forward contracts described below, we have no significant off-balance-sheet concentration of credit risk, such as foreign exchange contracts, option contracts or other foreign hedging arrangements. We may be subject to concentrations of credit risk from financial balances, consisting principally of cash and cash equivalents, short-term bank deposits, trade and unbilled receivables and investments in marketable securities. We invest the majority of our cash and cash equivalents, short term deposits and marketable securities in U.S. dollar deposits with major Israeli and U.S. banks, mainly Bank Hapoalim and Bank Leumi in Israel and Wells Fargo in the United States. We adhere to an investment policy determined by our Investment Committee and approved by our Board of Directors, which requires investment in US dollar denominated short term deposits of less than one year. We believe that the financial institutions that hold our investments are financially sound, and, accordingly, minimal credit risk exists with respect to these investments. Most of our revenue has historically been generated from a large number of customers. Consequently, the exposure to credit risks relating to trade receivables is limited. Over the last few years we increased our efforts on direct collection of receivables. We generally do not require collateral. An appropriate allowance for doubtful accounts is included in our accounts receivable.

The fair value of the financial instruments included in our working capital is usually identical or close to their carrying value. The fair value of long-term receivables and other long-term liabilities also approximates the carrying value, since they bear interest at rates close to the prevailing market rates.

We take various measures to compensate for the effects of fluctuations in both exchange rates and interest rates. These measures include traditional currency hedging transactions with respect to a portion of our exposure, as well as attempts to maintain a balance between monetary assets and liabilities in each of our principal operating currencies, mainly the U.S. dollar, the NIS, the Euro, the Australian dollar and the British pound, and may include securing our future cash flows from foreign exchange fluctuations. Since 2008, we have increased our use of currency hedging, which together with the effects of currency conversions has resulted in financing income of approximately $0.2 million and $0.7 million in 2011 and 2010, respectively.

We have historically had only limited involvement with derivative financial instruments but have begun to increase our currency hedging. We carry out transactions involving foreign exchange derivative financial instruments (forward exchange contracts and zero cost cylinders). Part of these transactions in 2011 and 2010 qualify for hedge accounting under ASC 815, “Derivatives and Hedging”, while in 2009 we didn’t have any derivatives that qualified for hedge accounting. For information relating to our hedging and other market risks, please see Item 11 “Quantitative and Qualitative Disclosures About Market Risk” below.

As of December 31, 2011, we held an auction rate security, or ARS, totaling $1 million at par value. As explained in note 1d to our audited consolidated financial statements included elsewhere in this annual report, in previous years the ARS was associated with failed auctions and we had determined fair value of this security based on a valuation model. During 2011, the ARS returned to having an active market trading and an observable price was established, increasing its fair value by $0.5 million through other comprehensive income.

Our management believes that our financial reserves will be sufficient to fund our anticipated cash needs for working capital and capital expenditures for at least the next 12 months. Our future capital requirements will depend on many factors, including our rate of revenue growth, the timing and extent of spending to support product development efforts, the expansion of sales and marketing activities, the timing of introductions of new products and enhancements to existing products, the continuing market acceptance of our products and any capital requirements consequent to our ongoing strategic assessment. Although our cash balance has been increasing in recent years and we raised funds in a private placement in the fourth quarter of 2009, to the extent that our existing financial reserves and cash generated from operations are insufficient to fund future investments in, or acquisitions of, complementary businesses, products or technologies, if any, we may need to raise additional funds through public or private equity or debt financing. Such funds may not be available on reasonable terms, if at all, especially if the current uncertainty in the global markets continues.

Impact of Inflation, Devaluation and Fluctuation in Currencies on Results of Operations, Liabilities and Assets

We generate a majority of our revenues in dollars or in dollar-linked currencies, but some of our revenues are generated in other currencies such as the NIS, British Pounds, Australian Dollars or Euros. As a result, some of our financial assets are denominated in these currencies, and fluctuations in these currencies could adversely affect our financial results. A considerable amount of our expenses are generated in dollars or in dollar-linked currencies, but a significant portion of our expenses such as salaries or hardware costs are generated in other currencies such as NIS, British Pounds, Australian Dollars or Euros. In addition to our operations in Israel, we are expanding our international operations. Accordingly, we incur and expect to continue to incur additional expenses in non-dollar currencies. As a result, some of our financial liabilities are denominated in these non-dollar currencies. Most of the time, our non-dollar assets are not totally offset by non-dollar liabilities. Due to the foregoing and to the fact that our financial results are measured in dollars, our results could be adversely affected as a result of a strengthening or weakening of the dollar compared to these other currencies. During 2011, 2010 and 2009 we incurred net non-dollar currency loss of $187,000, a gain of $375,000 and gain of $1,054,000, respectively.

Some portions of our expenses, primarily expenses associated with employee compensation, are denominated in NIS unlinked to the dollar. A devaluation of the NIS in relation to the dollar has the effect of decreasing the dollar value of any asset of ours that consists of NIS or receivables payable in NIS, unless such receivables are linked to the dollar. Such devaluation also has the effect of reducing the dollar amount of any of our expenses or liabilities which are payable in NIS, unless such expenses or payables are linked to the dollar. Conversely, any increase in the value of the NIS in relation to the dollar has the effect of increasing the dollar value of any of our unlinked NIS assets and the dollar amounts of any of our unlinked NIS liabilities and expenses. In addition, some of our expenses, such as salaries for our Israeli based employees, are linked to some extent to the rate of inflation in Israel. An increase in the rate of inflation in Israel that is not offset by a devaluation of the NIS relative to the U.S. dollar can cause the dollar amount of our expenses to increase.

The following table presents information about the rate of inflation in Israel, the rate of devaluation of the NIS against the U.S. dollar, and the rate of inflation in Israel adjusted for the devaluation:

Year Ended December 31,	Israeli Inflation Rate %		NIS Devaluation (Revaluation) Rate against the U.S. dollar %			Israel Inflation Adjusted for the Devaluation of the NIS against the U.S. dollar %

2007		3.4		(9.0	)		12.4
2008		3.8		(1.1	)		4.9
2009		3.9		(0.7	)		4.6
2010		2.7		(6.0	)		8.7
2011		2.2		7.7			(5.7	)

Because exchange rates between the NIS and the dollar fluctuate continuously, exchange rate fluctuations and, in particular, larger periodic devaluations or revaluations may have an impact on our profitability and period-to-period comparisons of our results. We believe that inflation in Israel has not had a material effect on our results of operations but that the recent appreciation of the dollar against the NIS has a material effect on our results of operations.

See further discussion under Item 11 “Quantitative and Qualitative Disclosures About Market Risk” below.

Principal Capital Expenditures

See “Item 4.A History and Development of the Company Principal Capital Expenditures.”

C. Research and Development, Patents and Licenses, Etc.

Research and Development

We believe that our research and development efforts are essential to our ability to successfully develop innovative products that address the needs of our customers as the market for enterprise-wide software solutions evolves. As of December 31, 2011, our research and development staff consisted of 307 employees, of whom 237 were located in Israel and the remaining 70 were located primarily in the United States. See also Item 5.A. Research and Development Expenses, Net.

Proprietary Rights

We have one patent application pending for shopping with a personal device. We have no issued patents. Our success and ability to compete are dependent in part on our proprietary technology. We rely on a combination of copyright, trademark and trade secret laws and non-disclosure agreements to establish and protect our proprietary rights. To date, we have relied primarily on proprietary processes and know-how to protect our intellectual property. Some of our products utilize open source technologies. These technologies are licensed to us on varying license structures but may include the General Public License. This license and others like it pose a potential risk to products that are integrated with these technologies. See further discussion under Item 3.D - “Risk Factors”.

Grants from the Office of the Chief Scientist

Until 2008 we received grants under programs of the Office of the Chief Scientist, or the OCS, of the Ministry of Industry, Trade and Labor of the Government of Israel. In the years 2009, 2010 and 2011, no grants were received. We currently do not expect to receive material grants from the OCS in the near future. This governmental support is conditioned upon our ability to comply with certain applicable requirements and conditions specified in the OCS’s programs, in the OCS rules and in the provisions of the Law for the Encouragement of Research and Development in the Industry, 1984, and the regulations promulgated thereunder, or the Research and Development Law.

Under the Research and Development Law, research and development programs that meet specified criteria and are approved by the research committee of the OCS are eligible for grants of up to 50% of certain approved expenditures of such programs, as determined by said committee.

In exchange, the recipient of such grants is required to pay the OCS royalties from the revenues derived from products incorporating know-how developed within the framework of each such program or derived therefrom (including ancillary services in connection therewith), up to an aggregate of 100% of the dollar-linked value of the total grants received in respect of such program, plus interest. The royalty rates applicable to our programs range from 3% to 3.5%. As of December 31, 2011, the maximum royalties we might be required to pay in the future on account of projects funds by the OCS is $4.4 million.

The Research and Development Law generally requires that the product developed under a program be manufactured in Israel. However, some of the manufacturing volume may be performed outside of Israel, subject to notification to the Chief Scientist in the case of the transfer of up to 10% of a grant recipient’s approved Israeli manufacturing volume outside of Israel, or subject to the approval of the Chief Scientist in the case of the transfer of additional manufacturing volume outside of Israel in excess of 10%. In case of any transfer of manufacturing outside of Israel, the grant recipient is required to pay royalties at an increased rate, which may be substantial, and the aggregate repayment amount is increased up to 300% of the grant, depending on the portion of the total manufacturing volume that is performed outside of Israel. The Research and Development Law further permits the OCS, among other things, to approve the transfer of manufacturing rights outside Israel in exchange for an import of different manufacturing into Israel as a substitute, in lieu of the increased royalties. The Research and Development Law also allows for the approval of grants in cases in which the applicant declares that part of the manufacturing will be performed outside of Israel or by non-Israeli residents and the research committee is convinced that doing so is essential for the execution of the program. This declaration will be a significant factor in the determination of the OCS whether to approve a program and the amount and other terms of benefits to be granted. For example, the increased royalty rate and repayment amount might be required in such cases.

The Research and Development Law also provides that know-how developed under an approved research and development program may not be transferred to third parties in Israel without the approval of the research committee. Such approval is not required for the sale or export of any products resulting from such research or development. The Research and Development Law further provides that the know-how developed under an approved research and development program may not be transferred to any third parties outside Israel, except in certain special circumstances and subject to prior approval. The OCS may approve the transfer of government-funded know-how outside Israel in the following cases: (a) the grant recipient pays a portion of the sale price paid in consideration for such know-how (according to certain formulas); or (b) the grant recipient receives know-how from a third party in exchange for its government-funded know-how; or (c) such transfer of know-how arises in connection with certain types of cooperation in research and development activities.

The Research and Development Law imposes reporting requirements with respect to certain changes in the ownership of a grant recipient. The law requires the grant recipient and its controlling shareholders and non-Israeli interested parties to notify the OCS of any change in control of the recipient or a change in the holdings of the means of control of the recipient that results in a non-Israeli becoming an interested party directly in the recipient and requires the new interested party to undertake to the OCS to comply with the Research and Development Law. For this purpose, “control” is defined as the ability to direct the activities of a company other than any ability arising solely from serving as an officer or director of the company. A person is presumed to have control if such person holds 50% or more of the means of control of a company. “Means of control” refers to voting rights or the right to appoint directors or the chief executive officer. An “interested party” of a company includes a holder of 5% or more of its outstanding share capital or voting rights, its chief executive officer and directors, someone who has the right to appoint its chief executive officer or at least one director, and a company with respect to which any of the foregoing interested parties owns 25% or more of the outstanding share capital or voting rights or has the right to appoint 25% or more of the directors. Accordingly, any non-Israeli who acquires 5% or more of our ordinary shares will be required to notify the OCS that it has become an interested party and to sign an undertaking to comply with the Research and Development Law.

The funds available for OCS grants out of the annual budget of the State of Israel were reduced in the past, and the Israeli authorities have indicated that the government may further reduce or abolish OCS grants in the future. Even if these grants are maintained, we cannot predict what would be the amounts of future grants, if any, that we might receive.

D. Trend Information

We believe that the retail market is a market in transformation. The key trends we have identified are the following:

A shift to focusing on the consumer: value driven, informed and empowered consumers are more vocal than ever in defining how, where, when and how they want to shop;

the need for speed, innovation and differentiation in order to cope with increased competition;

the need for personalization and retention at the consumer level;

competition in the market for software solutions and services supporting our customers remains strong but largely constant versus the last few years;

a blurring of retail segments. For instance, in the search for growth opportunities, food retailers engage in non-food segments and vice versa;

the need for retailers and distributors to be able to convert their customer / market data into actionable knowledge, providing their consumers and suppliers with relevant, in context, optimized offerings and promotions; and

the continued need for operational efficiencies, as evidenced by the market need for SaaS and cloud based solution.

To transform, retailers require sophisticated retail information systems, ideally being fed by real time transaction and customer data, efficiently executing and tracking their operational tasks, such as order optimization, inventory management, merchandising and price-book management while at the same time providing visibility into the supply chain processes. Another aspect of such transformation in the market is that the retailers are looking for modular solutions that can operate, among other things, on the cloud, as well as SaaS solutions.

We believe our strategy, our growth engines (as detailed in Item 4B – “Our Market Opportunity” and below) and a number of other activities we are undertaking, address these key trends and that we are positioned to assist our customers address their highly competitive environments.

Taking into account the above and the key trends driving the future opportunities in retailing, the main growth engines, aimed to enhance our pipeline and increase our sales were defined:

the Retalix 10 Store Suite, which was designed to address our transforming retail market and the trends therein, for instance by using its modular architecture that enables it an option to be deployed on the cloud;

value-added services leveraging our expertise in our products and the market in which we operate;

leveraging our existing market position and expertise to penetrate new adjacent markets arising from and the blurring of the retail segments, as well as new territories; and

leveraging our acquisition of MTXEPS to increase our foothold in providing SaaS solutions and to address the increase need for these type of services.

The investments in the above growth engines, as well as other infrastructure were made, and continue to be made, in parallel to our growing revenues and profitability, successfully delivering customer projects and signing new customers.

E. Off Balance Sheet Arrangements

None.

F. Tabular Disclosure of Contractual Obligations

The following table presents further information relating to our liquidity as of December 31, 2011:

Contractual Obligations (U.S. $ in millions)*	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years

Operating Lease Obligations (with regard to offices, facilities and vehicles)	$	13.4	$	5.7	$	5.9	$	1.8
Contingent consideration in connection with business combination	$	4.3
Severance pay **	$	3.9

Total	$	21.6	$	5.7	$	5.9	$	1.8

*	See also the notes to our audited consolidated financial statements for the year ended December 31, 2011 included elsewhere in this annual report, and in particular, Notes 2, 7 and 8 thereto.
**	Severance pay relates to accrued obligation to employees as required under the labor laws. These obligation are payable only upon termination, retirement or death of the respective employee.

ITEM 6 – DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. Directors and Senior Management

Set forth below is information concerning our executive officers and directors as of March 29, 2012.

Name	Year of Birth	Year Joined	Retalix Position

Avinoam Naor	1948	2009	Chairman of the Board
Yael Andorn	1970	2011	External Director
Gillon Beck	1962	2008	Director
Ishay Davidi	1962	2008	Director
Boaz Dotan	1942	2009	Director
Eli Gelman	1958	2009	Director
David Kostman	1964	2009	Director
Nehemia Lemelbaum	1942	2009	Director
Robert A. Minicucci	1952	2009	Director
Gur Shomron	1952	2009	External Director
Itschak Shrem	1947	2008	Director
Shuky Sheffer	1960	2009	Chief Executive Officer
Hugo Goldman*	1954	2007	Executive Vice President and Chief Financial Officer
Gil Priver	1963	2009	Head of Corporate Development & Alliances
Yoni Stutzen	1951	1994	Executive Vice President, Special Global Sales
Todd Michaud	1965	2010	President, Americas. Division
Isaac Shefer	1957	2008	Executive Vice President, Product Development
Ronen Levkovich	1969	2000	President, Head of International Division
Irit Ben Ari	1949	2010	Head of Global HR

* As of April 19, 2012, Mr. Hugo Goldman will cease to serve as the Chief Financial Officer of the Company, and will continue full-time with the Company until May 15, 2012 and on a consultancy basis thereafter. Ms. Sarit Sagiv shall become the Chief Financial Officer of the Company, effective as of April 19, 2012.

Avinoam Naor has served as a director since November 2009 and as our Chairman of the Board since March 2011. Mr. Naor was a member of the team that founded Amdocs Limited in 1982. At Amdocs Limited, Mr. Naor held the position of Senior Vice President until 1995, when he was appointed President and CEO and held those positions until July 2002. In 1998, he led the initial public offering of Amdocs and listing on the New York Stock Exchange and subsequently headed major acquisitions and secondary offerings. Mr. Naor currently serves as a director of a number of private companies and philanthropic bodies. Mr. Naor is closely involved in several community projects, particularly the battle against road accidents and supporting children and youth at risk. Mr. Naor is founder and current chairman of the Or Yarok Association, an association established in 1997 that leads the public agenda in Israel in all that concerns road safety. In 2002 Mr. Naor established the Oran Foundation for Supporting Youth at Risk. Mr. Naor and a group of private foundations and philanthropic individuals in Israel and abroad established the Shahaf Foundation, which is a Social Investment Fund supporting existing Shahaf communities (social action groups formed in the geo- social periphery) as well as helping the establishment of new Shahaf communities. Since 2008, he has served as a member of the board of directors of the Israel Democracy Institute. Since 2004, Mr. Naor has also served as a member of the board of governors of the Jewish Agency for Israel. Mr. Naor holds a B.Sc. in Computer Sciences from the Technion–Israel Institute of Technology.

Yael Andorn served as special manager at 8 Senior Pension Funds from 2005 to 2011. From 2000 to 2005, Ms. Andorn served as the First Deputy Director General of the Budget Department in the Israeli Ministry of Finance. From 1996 to 2000, she served as the Head of Education and Science Division of the Budget Department in the Israeli Ministry of Finance, and from 1994 to 1996 she served as an economist in the Budget Department in the Israeli Ministry of Finance. From 1993 to 1994, Ms. Andorn served as an Analyst in the Banking Supervision Unit of the Central Bank of Israel. Ms. Andorn serves as an external director of Clal Health Insurance Company Ltd. and as an independent director at El Al Israel Airlines and previously served on the board of directors of Midroog Ltd. (a rating agency affiliated with Moody's), and of the Israel National Lottery and as Head of the Investment Committee of the Teachers Savings Fund. Since January 2012, Ms. Andorn has served as a partner in Plenus, an affiliate in the Viola Group. Ms. Andorn holds a B.A. in Economics and Sociology and an M.B.A. in Finance and Accounting, both from the Hebrew University in Jerusalem, Israel, and in 2004 she attended a program for local authorities and government officials at the Harvard Kennedy School in Cambridge, Massachusetts.

Gillon Beck has served as a director since March 2008. Mr. Beck has been a Senior Partner and director at FIMI Opportunity Funds since 2003. He also serves as a Chairman of Inrom Industries Ltd. and Givon H.R. Ltd., and as a director in Nirlat Paints Ltd. Previously he was a director at TAT Technologies Ltd. (traded on Nasdaq), Metro Motor Marketing Ltd., Orian S.M. Ltd. (traded on the TASE), Bagir Group Ltd., and Merhave-Ceramic and Building Materials Center Ltd. (traded on the TASE), MDT Micro Diamond Technologies Ltd. and TANA Industries and Chairman of Medtechnica Ltd. (traded on the TASE) and other portfolio companies of the FIMI Private Equity Funds. Mr. Beck holds a B.Sc. in Industrial Engineering from the Technion, Israel Institute of Technology, and an MBA in Finance from Bar Ilan University, Israel.

Ishay Davidi has served as a director since March 2008 and served as our Chairman of the Board from August 2008 until January 2010. Mr. Davidi is the Founder and Chief Executive Officer of each of FIMI IV 2007 Ltd., FIMI Opportunity 2005 Ltd., FIMI 2001 Ltd. and First Israel Mezzanine Investors Ltd., the managing general partners of the partnerships constituting the FIMI Private Equity Funds. Mr. Davidi also serves as a director at Scope Metals Group Ltd. (traded on the TASE), Inrom Industries Ltd., and Orian S.M. Ltd. (traded on the TASE) Mr. Davidi holds a B.Sc. in Industrial and Management Engineering from Tel Aviv University, Israel, and an M.B.A. from Bar Ilan University, Israel.

Boaz Dotan has served as a director since November 2009. Mr. Dotan was a member of the team that founded Amdocs Limited in 1982. At Amdocs he held the position of President and Chief Executive Officer until 1995, at which time he was appointed Chairman of the Board of Directors, and served in that capacity until September 1997. Mr. Dotan has been involved in software systems for over 30 years. Prior to joining Amdocs he worked for Bezeq, the Israel Telecommunication Corp. Ltd., as Manager of the Information Systems Division. Mr. Dotan holds a B.Sc. in Mathematics and Statistics from Tel Aviv University, Israel.

Eli Gelman has served as a director since November 2009 and served as our Chairman of the Board from January 2010 through February 2011. Mr. Gelman has served as Chief Executive Officer of Amdocs, since November 12, 2010 and as a director of Amdocs since 2002. He served as Executive Vice President of Amdocs from 2002 until 2007 and as Amdocs’ Chief Operating Officer from October 2006 until April 2008. Prior to October 2002, he was a Senior Vice President of Amdocs, heading U.S. sales and marketing operations and helped spearhead Amdocs’ entry into the customer care and billing systems market. Before that, Mr. Gelman was an account manager for Amdocs’ major European and North American installations, and has led several major software development projects. Mr. Gelman has more than 28 years of experience in the software industry, including more than 20 years with Amdocs. Before joining Amdocs, Mr. Gelman was involved in the development of real-time software systems for communications networks. Mr. Gelman holds a B.Sc. in Electronic Engineering with specialization in Communication and Computers from the Technion-Israel Institute of Technology.

David Kostman has served as a director since November 2009. Mr. Kostman serves as a director of NICE-Systems Ltd. (since July 2008, as well as from 2001 until 2007), as Chairman and Chief Executive Officer of Nanoosh LLC, a restaurant operating company, and as a director of The Selling Source, LLC. From 2006 until 2008, Mr. Kostman served as a Managing Director in the investment banking division of Lehman Brothers, heading the Global Internet Group. From April 2003 until July 2006, Mr. Kostman served as Chief Operating Officer and then Chief Executive Officer of Delta Galil USA, a subsidiary of Delta Galil Industries Ltd., a Nasdaq-listed apparel manufacturer, and from 2000 until 2002, he served as President of the International Division and Chief Operating Officer of VerticalNet, Inc., a Nasdaq-listed internet and software company. From 1994 until 2000, Mr. Kostman worked in the investment banking division of Lehman Brothers, and from 1992 to 1994, he worked in the investment banking division of NM Rothschild & Sons. Mr. Kostman holds an LL.B. from Tel Aviv University, Israel, and an M.B.A. from INSEAD.

Nehemia Lemelbaum has served as a director since November 2009. Mr. Lemelbaum has been a director of Amdocs since December 2001 and CEO of EHYN Holdings Ltd., a family office company. From 1985 until January 2005, he was a Senior Vice President of Amdocs Management Limited. Mr. Lemelbaum joined Amdocs in 1985, with initial responsibility for U.S. operations. Mr. Lemelbaum led Amdocs’ development of graphic products for the yellow pages industry and later led Amdocs’ development of customer care and billing systems, as well as Amdocs’ penetration into that market. Prior to joining Amdocs, he served for nine years with Contahal Ltd., a leading Israeli software company, first as a senior consultant, and later as Managing Director. From 1967 to 1976, Mr. Lemelbaum was employed by the Ministry of Communications of Israel (the organization that predated Bezeq, the Israel Telecommunication Corp. Ltd.), with responsibility for computer technology in the area of business data processing. Mr. Lemelbaum currently invests in various Israeli and international companies and is the co-founder and benefactor of the Ella Institute for the treatment of melanoma in the Sheba Hospital in Israel. Mr. Lemelbaum holds a B.Sc. in Mathematics from the Hebrew University of Jerusalem, Israel.

Robert A. Minicucci has served as a director since November 2009. Mr. Minicucci has been Chairman of the Board of Directors of Amdocs since October 2011 and a director since September 1997. He also serves as the Chairman of the Board of Alliance Data Systems. Since 1993, Mr. Minicucci serves as a General Partner of Welsh, Carson, Anderson & Stowe, a New York-based private equity firm. From 1991 to 1993, Mr. Minicucci served as Senior Vice President and Chief Financial Officer of the First Data Corporation. From 1990 to 1991, he served as Treasurer and Senior Vice President of The American Express Company. From 1979 to 1990, Mr. Minicucci worked at Lehman Brothers as an associate in the Investment Banking Department working in Corporate Finance and Mergers and Acquisitions, and in 1988 he became a Managing Director and had clients that included American Express, Automatic Data Processing, First Data Corporation and Polaroid. Mr. Minicucci holds a B.A. from Amherst College and an M.B.A. from Harvard Business School, in Boston, Massachusetts.

Gur Shomron has served as an external director since July 2009. Since 2004, he has served as the chairman of the board of directors at Fidelis Diagnostics Inc. Mr. Shomron also serves as a director of Z.B.I. Ltd. and several privately held companies. From July 2005 to December 2007 and from May 2008 to December 2010, he served as a director of BluePhoenix Solutions Ltd. From 1996 to 2007, Mr. Shomron served as a director of Mainsoft Corporation, and held several positions including chief executive officer (1996) and chairman of the board (1996-2001). From 2001 to 2003, he served as a venture partner at StageOne Venture Capital Fund. From 1993 to 1995, he served as the president of Foraz R&D Fund. From 1989 to 1995, he served as vice president for business development of Formula Systems Ltd. and from 1976 to 1989, he served as a director and research and development manager of Quality Computers 77 Ltd., which he co-founded.

Itschak Shrem has served as a director since January 2008. Mr. Shrem is the founder of S.R. Accord (formerly Shrem Fudim Group), a banking house publicly traded on the TASE, where he serves as of January 2012 as Chairman and where he has served as a managing director since June 2010. Since October 2010, Mr. Shrem has served as a director of Eden Spring Ltd. Previously, he also served as the Chairman of Leader Holdings and Investments Ltd., Polar Communications Ltd. and various affiliated companies. In 1993, Mr. Shrem founded Polaris (now Pitango) venture capital fund. Prior to that, Mr. Shrem spent 15 years at Clal Industries and Investments Ltd. in various capacities, including Chief Operating Officer responsible for the group’s capital markets and insurance businesses. Mr. Shrem holds a B.A. in Economics from Bar-Ilan University, Israel, and an M.B.A. from Tel-Aviv University, Israel.

Shuky Sheffer joined Retalix in November 2009 and has served as our Chief Executive Officer since January 2010. From 1986 to 2009, Mr. Sheffer worked at Amdocs, most recently as the President of the Emerging Markets Division and member of the executive management. Mr. Sheffer holds a B.A. in Mathematics and Computer Sciences from Tel Aviv University, Israel.

Hugo Goldman has served as our Executive Vice President and Chief Financial Officer since November 2007. From 2006 to 2007, Mr. Goldman served as Chief Financial Officer of AxisMobile. From 2001 to 2005, he served as Chief Financial Officer of VocalTec Communications. From 1983 to 1999, Mr. Goldman spent 16 years at Motorola Semiconductor Products Sector (now Freescale), where he served in a number of roles, including Chief Financial Officer of the Israeli operations. Mr. Goldman is a Certified Public Accountant and began his career at Kesselman & Kesselman (now a member of PricewaterhouseCoopers). Mr. Goldman holds a B.A. in Accounting and Economics from the Tel Aviv University, Israel, and an M.B.A., with distinction, from the University of Bradford, UK.

Gil Priver has served as our Head of Corporate Development & Alliances since November 2009. From 2002 to 2009, he served in various executive roles at Amdocs, most recently as its Head of Corporate Development and Strategy. From 1997 to 2002, Mr. Priver served as vice president for business development at Zeevi Holdings where he was responsible for technology and communications related investments. Mr. Priver holds an LL.B in law from Tel-Aviv University, Israel, and an MBA from INSEAD.

Todd P. Michaud joined Retalix in 2010 as EVP of Sales of Retalix USA and was promoted to President of our Americas Division in 2011. Prior to Retalix, Mr. Michaud served as the President and CEO of Revionics, Inc., a venture-backed provider of predictive analytics for retailers until 2010. Before Revionics, Mr. Michaud was the President and Chief Marketing Officer of IDS LLC, an ERP and supply chain software provider serving the wholesale and retail industries. IDS was acquired by Retalix Ltd. in April 2005 and Mr. Michaud remained with Retalix USA until 2007 as EVP of Sales & Marketing. Mr. Michaud launched his career with 16 formative years at the IBM Corporation as an executive in sales and marketing with a focus on wholesale and retail industries.

Yoni Stutzen has served as our Executive Vice Presidenrt, Special Global Sales, since January 2012, before that as our Executive Vice President in the International Business Unit, and served as our Vice President, International Sales since December 1998. He served as our Vice President, Marketing from August 1994 through December 1998. Mr. Stutzen served as a Marketing Manager for Manof Communications from January 1985 to July 1994 and as international SWIFT systems manager for Bank Hapoalim from January 1980 until December 1984. Mr. Stutzen holds a B.Sc. in Industrial and Management Engineering from the Technion-Israel Institute of Technology.

Isaac Shefer has served as Executive Vice President, Product Development since January 2008. From 1999 to 2006, Mr. Shefer served as the Chief Information Officer of Supersol, Israel’s largest grocery chain. Prior thereto, Mr. Shefer held software development management and project management positions in various organizations in the fields of telecom, manufacturing, distribution, logistics and military. Mr. Shefer holds an M.Sc. in Computer Science from the Johns Hopkins University and is a graduate of Economics and Computer Science from Bar-Ilan University, Israel.

Ronen Levkovich has served as our President, Head of International Division, since January 2010. Prior thereto, he served as our Executive Vice President, Head of International Division since 2006. Prior to joining us, he held project management, sales and marketing, business development and operations management positions in various organizations. He holds a B.A. in Business Administration from the College of Management in Israel and an MBA from the University of Manchester, UK.

Irit Ben Ari joined Retalix in 2010. Prior to joining Retalix, she served as the Head of Global Human Resources at Amdocs from 2004 till 2008, as VP of HR of Creo Israel Ltd. from 2002 till 2004, as Global VP of HR in Gilate Satelite Networks Ltd. from 2000 till 2002 and previous to that held various senior executive positions in the Municipality of Herzliya, John Bryce Systems Ltd. and IBM Israel Ltd. Ms. Ben-Ari holds an MSM degree from the Ben-Gurion University, Israel (in cooperation with the Boston University), an LL.B. from the Tel Aviv University, Israel, and is a member of the Israeli Bar Association.

There are no family relationships among our directors and executive officers.

B. Compensation

The aggregate accrued compensation of all the persons as a group who served in the capacity of a director or an executive officer during the year ended December 31, 2011, was approximately $3.4 million. This amount includes pension, retirement and similar benefits accrued in the aggregate amount of approximately $0.2 million. This does not include stock based compensation effects under ASC 718, amounts expended by us for business travel, professional and business associated dues and business expense reimbursements.

We have an annual performance-based bonus plan for our executive officers, of which between 50% to 60% (based on the individual's position) is based on our results (measured by earnings before interest and taxes, or, EBIT) and/or the relevant business unit (measured by revenue and/or EBIT) and 40% to 50% is based on individual performance. The executives' target bonuses are reviewed and approved by our compensation committee, audit committee and board of directors annually, as is any bonus payment under the plan. In respect of 2011, approximately $0.7 million was expensed to our executive officers pursuant to this bonus plan.

Under our articles of association, no director may be paid any remuneration by us for his services as director except as may be approved pursuant to the provisions of the Companies Law, which generally require the approval of our audit committee, followed by the approval of our board of directors and then the approval of our shareholders.

In 2009 our shareholders approved allowing the payment of fees to our independent directors who serve from time to time (other than our statutory external directors and members of the Alpha Group) in an amount of up to $50,000 per year, subject to approval of our audit committee and board of directors. Our audit committee and board of directors have approved, until decided otherwise, a fee of $25,000 for each such independent director. Our external directors receive annual compensation pursuant to applicable regulations under the Israeli Companies Law of approximately $18,600 each and, in addition, $690 per board meeting or board committee meeting in which they participate, and $420 per such meeting in which they participate by telephone. Our four directors who are members of the Alpha Group are not entitled to director fees but are entitled to management fees pursuant to a management services agreement that we entered into in connection with the private placement with the Alpha Group. See Item 10.C below under "Management Services Agreement."

Our employment agreements with most of our employees located in Israel, including executive officers, provide for standard Israeli benefits, such as managers’ insurance and an educational fund. We make payments under these programs as follows: pension – 5.0% to 6.0% of gross salary; severance pay – 8.33% of gross salary; disability insurance – up to 2.5% of gross salary (all of which are considered part of managers’ insurance); and educational fund – 7.5% of gross salary. The total amount we expensed in 2011 under these arrangements for all executive officers as a group was approximately $0.2 million. During 2011, our directors and executive officers were granted options to purchase an aggregate of 125,000 shares under our stock option plans. The weighted average exercise price of these options is $14.90 per share and each option expires three years from the date of vesting thereof. The options vest over four years from the date of grant, in four equal annual installments.

C. Board Practices

Corporate Governance Practices

We are incorporated in Israel and therefore are subject to various corporate governance practices under the Companies Law relating to such matters as external directors, the audit committee, the internal auditor and approvals of interested party transactions. These matters are in addition to the Nasdaq Listing Rules applicable to companies listed on the Global Select Market, or the Nasdaq Rules, as well as certain provisions of U.S. securities laws. Under the Nasdaq Rules, a foreign private issuer may generally follow its home country rules of corporate governance in lieu of the comparable Nasdaq requirements, except for certain matters such as composition and responsibilities of the audit committee and the independence of its members. For further information, see “Item 16G – Corporate Governance.”

According to the Companies Law and our articles of association, the oversight of the management of our business is vested in our board of directors. The board of directors may exercise all powers and may take all actions that are not specifically granted to our shareholders. As part of its powers, our board of directors may cause us to borrow or secure payment of any sum or sums of money for our purposes, at times and upon terms and conditions as it deems fit, including the grant of security interests in all or any part of our property. Our articles of association provide for a board of directors of not less than three and not more than eleven directors. Each director is elected at the annual general meeting of shareholders and holds office until the election of his successor at the next annual general meeting, except for external directors, who, subject to the provisions of the Companies Law, hold office for one or two three-year terms. In addition, any vacancy on the board of directors, however occurring, including a vacancy resulting from an enlargement of the board of directors, may be filled by a vote of a simple majority of the directors then in office. A director elected thereby may serve on the board of directors until the next annual general meeting. Our officers serve at the discretion of the board of directors.

Our major shareholders, Alpha Group and Ronex, are parties to a shareholders agreement, dated September 3, 2009, or the Shareholders Agreement, which contains arrangements with respect to voting for director nominees of the various parties; this agreement is summarized in a footnote to the ownership table in “Item 7.A Major Shareholders and Related Party Transactions—Major Shareholders” below. Boaz Dotan, Eli Gelman, David Kostman, Nehemia Lemelbaum, Robert A. Minicucci and Avinoam Naor were designated by the Alpha Group, and Gillon Beck, Ishay Davidi and Ischak Shrem were designated by Ronex. The Shareholders Agreement was filed as Exhibit 1 to the Schedule 13D of the Alpha Group on September 10, 2009. The content of the Shareholders Agreement is not incorporated by reference into this annual report on Form 20-F.

According to the Companies Law, a public company’s chairman of the board or a relative thereof may not serve as its chief executive officer, unless otherwise approved by the shareholders for periods of up to three years. The required shareholder approval is a majority of the shares voted on the matter, including at least two-thirds of the shares voted by shareholders who are not controlling or interested shareholders, unless the votes of the opposing non-controlling and non-interested shareholders constitute less than 2% of the voting power of the company (in which case a simple majority of shares voted on the matter will be sufficient). Currently we have a separate chairman and chief executive officer.

Under the Companies Law, our board of directors must determine the minimum number of directors having financial and accounting expertise, as defined in the regulations that our board of directors should have. In determining the number of directors required to have such expertise, the board of directors must consider, among other things, the type and size of the company and the scope and complexity of its operations. Our board of directors has determined that we require at least one director with the requisite financial and accounting expertise, although several of our directors have such expertise.

The Companies Law and Nasdaq Rules require us to appoint an audit committee of the board of directors and permit the creation of other committees. The audit committee, the compensation committee and the investment committee are our regular board committees. Our audit committee serves also as our nominations committee. Our board of directors also creates other committees from time to time on an ad hoc basis.

The board of directors has determined that all of the members of our board of directors, other than Mr. Avi Naor and Mr. Eli Gelman, are “independent directors,” as such term is defined pursuant to Rule 5605(a)(2) of the Nasdaq Stock Market Rules.

Alternate Directors

Our articles of association provide that any director may appoint, by written notice to us, an alternative director for himself, provided that such person meets the qualifications of a director under the Companies Law. A person may not act as an alternate director for more than one director, and a person serving as a director may not serve as an alternate director. Notwithstanding the foregoing, a member of the board of directors may be appointed as an alternate member of any committee of our board of directors, provided that such alternate member is not already a member of such committee. Any alternate director shall have all of the rights and obligations of the director appointing him or her, except the power to appoint an alternate. The alternate director may not act at any meeting at which the director appointing him or her is present. Unless the time period or scope of any such appointment is limited by the appointing director, such appointment is effective for all purposes and for an indefinite time, but expires upon the expiration of the appointing director’s term. To our knowledge, no director currently intends to appoint any person as an alternate director, except if the director is unable to attend a meeting of the board of directors.

External Directors

Under the Companies Law, companies incorporated under the laws of Israel whose shares have been offered to the public in or outside of Israel are required to appoint at least two individuals as external directors. External directors are required to possess professional qualifications as set out in regulations promulgated under the Companies Law. Any individual who is eligible to be appointed as a director may be appointed as an external director, provided that such person, such person’s relative, partner, employer or any entity under the person’s control does not have at the date of appointment, or has not had during the two years preceding the date of appointment, any affiliation with:

the company;

a controlling shareholder of the company or a relative thereof; or

any entity controlled by the company or by its controlling shareholder on the date of the appointment or during the two years preceding such date.

The term affiliation means any of:

an employment relationship;

a business or professional relationship that is not negligible;

control; and

service as an office holder.

No person can serve as an external director if the person’s position or other business creates or may create a conflict of interest with the person’s responsibilities as an external director, or if it may adversely affect his ability to serve as a director. Until the lapse of two years from termination of office, a company or its controlling shareholder may not employ or give any direct or indirect benefit to the former external director.

External directors are elected by a majority vote at a shareholders’ meeting, provided that either:

the majority of shares voted on the matter, including at least a majority of the shares of non-controlling shareholders voted on the matter, vote in favor of election; or

the total number of shares of non-controlling shareholders that voted against the election of the director does not exceed two percent of the aggregate voting rights in the company.

The initial term of an external director is three years and such director may be reappointed for up to two additional three-year terms. Thereafter, he or she may be reelected by our shareholders for additional periods of up to three years each only if the audit committee and the board of directors confirm that, in light of the external director’s expertise and special contribution to the work of the board of directors and its committees, the reelection for such additional period is beneficial to us. Reelection of an external director may be effected through one of the following mechanisms: (1) the board of directors proposed the reelection of the nominee and the election was approved by the shareholders by the majority required to appoint external directors for their initial term; or (2) a shareholder holding 1% or more of the voting rights proposed the reelection of the nominee, and the reelection is approved by a majority of the votes cast by the shareholders of the company, excluding the votes of controlling shareholders and those who have a personal interest in the matter as a result of their relations with the controlling shareholders, provided that the aggregate votes cast in favor of the reelection by such non-excluded shareholders constitute more than 2% of the voting rights in the company. An external director may be removed only in a general meeting, by the same percentage of shareholders as is required for electing an external director, or by a court, and in both cases only if the external director ceases to meet the statutory qualifications for appointment or if he or she has violated the duty of loyalty to us. Each committee of a company’s board of directors that is authorized to carry out a power of the board of directors is required to include at least one external director. One of our external directors, Gur Shomron, commenced a three-year term in July 2009. Our other external director, Yael Andorn, commenced a three-year term in October 2011.

An external director is entitled to compensation as provided in regulations under the Companies Law and is otherwise prohibited from receiving any other compensation, directly or indirectly from us. We do not have, nor do our subsidiaries have, any directors’ service contracts granting to the directors any benefits upon termination of their service in their capacity as directors.

Audit Committee

Under the Companies Law, the board of directors of a public company must appoint an audit committee, comprised of at least three directors, including all of the external directors. The members of the audit committee must satisfy certain independence standards under the Companies Law, and the chairman of the audit committee is required to be an external director. The responsibilities of the audit committee under Israeli law include identifying and examining flaws in the business management of the company and suggesting appropriate course of actions, recommending approval of interested party transactions and assessing the company's internal audit system and the performance of its internal auditor.

Under the Companies Law, an audit committee may not approve an action or a transaction with a related party or with an office holder unless at the time of approval the two external directors are serving as members of the audit committee and at least one of the external directors was present at the meeting in which any approval was granted.

Under the Nasdaq Rules, our audit committee, operating under a written charter, assists the board of directors in fulfilling its responsibility for oversight of the quality and integrity of our accounting, auditing and financial reporting practices and financial statements and the independence qualifications and performance of our independent registered public accounting firm. Our audit committee also has the authority and responsibility to oversee our independent auditors, to recommend for shareholder approval the appointment and, where appropriate, replacement of our independent auditors and to pre-approve audit engagement fees and all permitted non-audit services and fees. Under Israeli law, our shareholders have the authority to appoint and remove our independent auditors. Our audit committee also serves as our nominations committee under the Nasdaq Rules and as our financial statement review committee under the Companies Law.

The members of our audit committee are Gur Shomron (Chairman), Yael Andorn, Robert A. Minicucci and Itschak Shrem, all of whom qualify for such membership pursuant to the applicable rules of the SEC and Nasdaq.

Investment Committee

Our investment committee is authorized to recommend and implement policies with respect to investing our financial reserves based on prevailing financial and economic conditions and our ongoing needs. The members of our investment committee are Nehemia Lemelbaum (Chairman) and Gillon Beck.

Compensation Committee

Our compensation committee, operating under a written charter, is authorized, subject to other approvals that may be required under the Companies Law, to: (1) grant stock options and awards under equity incentive plans and administer said plans, subject to the guidelines set by the board of directors from time to time; (2) approve the compensation of our chief executive officer and other executive officers; and (3) approve broad-based bonuses to employees. The members of our compensation committee are Boaz Dotan (Chairman) and Gur Shomron.

Internal Auditor

Under the Companies Law, our board of directors must appoint an internal auditor proposed by the audit committee. The role of the internal auditor is to examine whether the company’s actions comply with the law, integrity and orderly business procedure. The internal auditor has the right to request that the chairman of the audit committee convene an audit committee meeting, and the latter shall convene such a meeting if he believes that there are grounds to do so. The internal auditor may participate in all audit committee meetings. Under the Companies Law, the internal auditor may not be an interested party, an office holder, or a relative of either, nor may the internal auditor be the company’s independent accountant or its representative. The internal auditor may not be dismissed without the approval of the board of directors after it has received the position of the audit committee and after the internal auditor has been given a reasonable opportunity to be heard by the board of directors and the audit committee. Our internal auditor is Joseph Ginosar of Fahn Kanne Management and Control Ltd. (an affiliate of Grant Thornton).

D. Employees

Set forth are tables presenting breakdowns of the total number of our employees according to category of activity and according to main geographical locations of employment:

	As of December 31,
Category of Activity	2009		2010		2011

Research and Development		312		308		307
Operations		668		763		946
Sales and Marketing		110		105		157
General and Administration		131		153		163
Total		1,221		1,329		1,573
	As of December 31,
Geographical Location	2009		2010		2011

United States		516		481		537
Israel		593		707		870
Europe		83		97		114
Rest of The World		29		44		52
Total		1,221		1,329		1,573

We believe that we have been able to attract talented engineering and other technical personnel. We believe that our relationship with our employees is good and we have not experienced a work stoppage that our future success will depend on a continuing ability to hire, assimilate and retain qualified employees.

Operating globally, we are required to comply with various labor and immigration legislation wherever we operate mainly in Israel, United States, Australia, France, Italy, the United Kingdom and China. In some countries, employees are protected by mandatory collective bargaining agreements and extension orders. For instance, in Israel, certain provisions of the collective bargaining agreements between the Histadrut (General Federation of Labor in Israel) and the Coordination Bureau of Economic Organizations, including the Industrialists Associations, are applicable to our employees by order of the Israeli Ministry of Labor and Welfare. These provisions principally concern cost of living increases, recreation pay and other conditions of employment. To date, compliance with such laws has not been a material burden for us. As the number of our employees increases over time in particular countries, our compliance with such regulations could become more burdensome.

During 2011, we enhanced our workforce around the world, focusing on our operations and sales and marketing personnel, to support the growth in our business and our growth strategy. We continue to focus on proper allocation of resources and implementing efficiency measures.

E. Share Ownership

The following table sets forth the ordinary shares beneficially owned by each of our directors who beneficially owned more than 1% of our issued ordinary shares as of March 20, 2012. None of our officers beneficially owned more than 1% of our issued ordinary shares as of that date.

Name	Number of Ordinary Shares Beneficially Owned			Percentage of Beneficial Ownership

Ishay Davidi		10,525,491	(1)
Boaz Dotan		10,525,491	(2)(3)		40.9	%
Eli Gelman		10,525,491	(2)(4)		40.9	%
Nehemia Lemelbaum		10,525,491	(2)(5)		40.9	%
Avinoam Naor		10,525,491	(2)(6)		40.9	%

(1) Represents the 4,471,591 ordinary shares held by Ronex, which is indirectly controlled by Mr. Davidi (see footnote 5 to the table under Item 7.A below), and the 4,803,900 ordinary shares and the warrants to purchase up to an additional 1,250,000 ordinary shares held by the Alpha Group (see footnotes 3 and 4 to such table). Ronex and Mr. Davidi have disclaimed beneficial ownership of ordinary shares and warrants held by the Alpha Group. Our director Gillon Beck, by virtue of his position as an officer of various FIMI private equity funds, may also be deemed to beneficially own the ordinary shares beneficially owned by Ronex. Mr. Beck has disclaimed beneficial ownership of such shares.

(2) Represents the 4,803,900 ordinary shares and the warrants to purchase up to an additional 1,250,000 ordinary shares held by the Alpha Group, of which each of Mr. Dotan, Mr. Gelman, Mr. Lemelbaum and Mr. Naor are amongst its members (see footnote 3 to the table under Item 7.A below) and the 4,471,591 ordinary shares held by Ronex (see footnote 4 and 5 to such table). Each of Mr. Dotan, Mr. Gelman, Mr. Lemelbaum and Mr. Naor have disclaimed beneficial ownership of the ordinary shares held by Ronex.

(3) Of such securities, Mr. Dotan directly holds 1,050,183 ordinary shares and warrants to purchase 250,000 ordinary shares.

(4) Of such securities, Mr. Gelman directly holds 603,167 ordinary shares and warrants to purchase 250,000 ordinary shares.

(5) Of such securities, Mr. Lemelbaum directly holds 1,050,183 ordinary shares and warrants to purchase 250,000 ordinary shares.

(6) Of such securities, Mr. Naor directly holds 1,050,183 ordinary shares and warrants to purchase 250,000 ordinary shares. In addition, Mr. Naor, by virtue of being our chairman of the board of directors, would have voting rights under the terms of the separation agreement, dated September 3, 2009, with Mr. Barry Shaked’s management company with respect to the ordinary shares, if any, held by Mr. Barry Shaked, our former president and chief executive officer, or his affiliates, to the extent such shares constitute more than 2% of our outstanding share capital until December 31, 2013. To our knowledge, Mr. Shaked and his affiliates do not hold currently more than 2% of our outstanding share capital.

The warrants held by the members of the Alpha Group are fully exercisable and have exercise prices ranging from $9.75 to $12.10 per share and expiration dates ranging from May 2013 to May 2014. Pursuant to oral understandings reached internally among the members of the Alpha Group, all agreements relating to the ordinary shares beneficially owned by any member of the Alpha Group shall be determined by a majority of the five individual members of the Alpha Group. This gives each member of the Alpha Group (including Mr. Mario Segal, who is not a director) shared beneficial ownership with respect to all the ordinary shares of the Alpha Group.

In addition to the information provided in this Item 6.E above, as of March 20, 2012, our executive officers and board members who hold less than 1% of our share capital, held an aggregate of 53,851 ordinary shares, as well as an aggregate of 840,000 options under our equity incentive plans (which are described below). The options have a weighted-average exercise price of $13.52 per share and they expire between 2014 and 2019. Among such options, 520,419 were vested on such date or were scheduled to vest within the following 60 days, constituting, together with the 53,851 shares, beneficial ownership of approximately 2.3% of our outstanding ordinary shares. Except as set forth above, no individual director or executive officer beneficially owned 1% or more of our outstanding ordinary shares on such date.

Our Equity Incentive Plans

Second 1998 Share Option Plan

Our Second 1998 Share Option Plan, or the Second 1998 Plan provides for the granting of incentive share options to employees, subject to shareholder approval pursuant to applicable tax laws, and for the granting of non-statutory options to employees, directors and consultants. Unless terminated sooner or extended, the Second 1998 Plan will terminate automatically in May 2012.

The Second 1998 Plan is administered by our compensation committee, subject to guidelines determined by our board of directors pursuant to applicable law. The compensation committee has the power to determine the terms of the options granted, including the exercise price, the number of shares subject to each option, the exercisability of the option and the form of consideration payable upon such exercise, subject to applicable law. Subject to applicable law and regulations, our board of directors has the authority to amend, suspend or terminate the Second 1998 Plan, provided that no such action may affect any ordinary share previously issued and sold or any option previously granted under the Second 1998 Plan.

Options granted under our Second 1998 Plan are not generally transferable by the optionee, and each option is exercisable during the lifetime of the optionee only by such optionee. Options granted under the Second 1998 Plan must generally be exercised within three months of the end of the optionee’s status as our employee or consultant or within twelve months after such optionee’s termination by death or disability, but in no event later than the expiration of the option’s term. The exercise price of all incentive and nonstatutory share options granted under the Second 1998 Plan must be at least equal to the fair market value of our ordinary shares on the date of grant, except in the event of options granted in connection with certain merger and acquisition transactions. The term of options granted under the Second 1998 Plan may not exceed ten years. Some holders of share options granted under the Second 1998 Plan are entitled to participate in rights offerings that may be made by us to our shareholders.

Our Second 1998 Plan provides that in the event we merge with or into another corporation or sale of substantially all of our assets, each outstanding option will be assumed or an equivalent option will be substituted by the successor corporation. If the successor corporation refuses to assume or substitute for our options as described in the preceding sentence, the options will terminate as of the closing.

On November 19, 2007 our Board of Directors amended the Second 1998 Plan to enable the granting of restricted stock units, or RSUs, under such plan. RSUs are rights to receive our ordinary shares, under certain conditions, for consideration of no more than the underlying ordinary shares’ par value. The other terms and conditions of the Second 1998 Plan that are applicable to options also apply to RSUs, where applicable.

As of March 20, 2012, options to purchase 101,949 ordinary shares were outstanding under the Second 1998 Plan. The options generally vest over a period of three years and have per share exercise prices of $6.00. Following the adoption of the 2009 Plan (described below), our board of directors suspended the use of the Second 1998 Plan for new grants.

2004 Israeli Share Option Plan

Our 2004 Israeli Share Option Plan, or the 2004 Plan, provides for the granting of options to employees, directors and consultants under either Section 102 or Section 3(9) of the Israeli Income Tax Ordinance [New Version], 1961, or the Tax Ordinance. The options granted under the 2004 Plan are all subject to the “capital gains taxation route” under Section 102 of the Tax Ordinance which generally provides for a reduced tax rate of 25% on certain gains realized upon the exercise of options and sale of underlying shares, subject to the fulfillment of certain procedures and conditions including the deposit of such options (or shares issued upon their exercise) for a requisite period of time with a trustee approved by the Israeli tax authorities. For as long as the shares issued upon exercise of such options are registered in the name of the trustee, the voting rights with respect to such shares shall remain with the trustee. Under the “capital gains taxation route,” we are generally not entitled to recognize a deduction for Israeli tax purposes on the gain recognized by the employee upon sale of the shares underlying the options.

The 2004 Plan is administered by our compensation committee, subject to guidelines determined by our board of directors pursuant to applicable law. The compensation committee has the power to determine the terms of the options granted, including the exercise price, the number of shares subject to each option, the exercisability of the option and the form of consideration payable upon such exercise, subject to applicable law. In the event of a merger or sale of substantially all of our assets or stock, our board of directors or compensation committee has discretion as to whether to cause outstanding options to be assumed by the successor company, substituted for successor company options or automatically vested in full. Subject to applicable law and regulations, our board of directors has the authority to amend, suspend or terminate the 2004 Plan, provided that no such action may affect any ordinary share previously issued and sold or any option previously granted under the plan.

Options granted under our 2004 Plan are not generally transferable by the optionee, and each option is exercisable during the lifetime of the optionee only by such optionee. Options granted under the 2004 Plan may generally be exercised by the grantee in circumstances of termination by the grantee until the termination date and in certain circumstances in which the termination was initiated by the employer, within a period of fifteen days following termination, or within six months after such optionee’s termination by death or disability, but in no event later than the expiration of the option’s term and all to the extent that such options are vested at such dates. The term of other options granted under the 2004 Plan may not exceed ten years.

On November 19, 2007 our Board of Directors amended the 2004 Plan to enable the granting of RSUs. The terms and conditions of the 2004 Plan that are applicable to options also generally apply to RSUs, where applicable. The RSUs generally vest over a period of three years. All such RSUs are subject to the “capital gains taxation route” under Section 102 of the Tax Ordinance which may under certain conditions provide for a reduced tax rate of 25% on gains realized upon sale of underlying shares but only with respect to gains reflecting the increase in our ordinary share price from the date of grant onward (other gains will be subject to full marginal tax rates of the grantee, for which we may recognize a deduction for Israeli tax purposes).

As of March 20, 2012, options to purchase 620,000 ordinary shares were outstanding under the 2004 Plan. The options generally vest over a period of three years and have per share exercise prices of $13.34. Following the adoption of the 2009 Plan (described below), our board of directors suspended the use of the 2004 Plan for new grants.

Retalix Ltd. 2009 Share Incentive Plan

Our 2009 Share Incentive Plan, or the 2009 Plan, is substantially similar to the 2004 Plan. It was adopted by the Board of Directors on September 16, 2009 with the intent of making all future grants of equity awards under such plan. The 2009 Plan contains an addendum that sets forth certain terms of incentive stock options or non-qualified options that may be granted to U.S. employees. The 2009 Plan is administered by our compensation committee, subject to guidelines determined by our board of directors pursuant to applicable law. The 2009 Plan has a term of ten years. Commencing in January 2011, our general policy is that options vest in four equal annual tranches on the first, second, third and fourth anniversaries of the date of grant, and each tranche may be exercised, on a cashless basis only, for a period of three years from the vesting date of such tranche. Options granted to tax residents of Israel are subject to the "capital gains route" under the Section 102 of the Israeli Tax Ordinance.

As of March 20, 2012, options to purchase 581,000 ordinary shares were outstanding under the 2009 Plan. The options generally vest over a period of three or four years and have per share exercise prices ranging from $11.62 to $14.90. As of such date, 5,449,110 ordinary shares remain available for future grants of awards under said plan. To the extent that an award granted under any of our equity incentive plans terminates or expires, the ordinary shares subject to the award will again become available for grant under the 2009 Plan.

Stock Option Plan of Subsidiaries

On November 23, 2004, the board of directors of StoreAlliance.com Ltd., one of our subsidiaries, approved an employee stock option plan, or the StoreAlliance Plan. Pursuant to the StoreAlliance Plan, options to purchase 36,000 ordinary shares, NIS 0.01 par value, were granted on December 31, 2004, to certain employees of the subsidiary all subject to the “capital gains taxation route” under Section 102 of the Tax Ordinance. All options granted under the StoreAlliance Plan bear an exercise price of $5.55 per share and vest as follows: 33.33% after the first year, another 33.33% after the second year and another 33.33% after the third year (in cases where the optionee is an employee of Retalix or its subsidiary – provided that the employee is still employed by Retalix or its subsidiary at the date of vesting). In addition, the options are not exercisable prior to: (1) the consummation of an initial public offering of the subsidiary’s securities; (2) a merger of the subsidiary; or (3) seven years from the date of grant.

As of March 20, 2012, options to purchase 27,033 ordinary shares of StoreAlliance.com were outstanding under the StoreAlliance Plan, at an exercise price of $5.55 per share. The rest of the above options were forfeited.

In December 2004, the board of directors of our subsidiary StoreNext USA approved an employee stock option plan, or the StoreNext Plan. Pursuant to the StoreNext Plan, options to purchase up to 1,500,000 shares of StoreNext USA may be granted to employees and service providers of StoreNext or any of its affiliates. The options are generally subject to vesting after seven years of service, subject to acceleration upon the occurrence of certain events, such as (1) the conversion of StoreNext USA from a limited liability company to a C-corporation, (2) the consummation of an initial public offering of StoreNext USA’s securities or (3) a change of control in StoreNext USA (as defined in the option plan). The options expire ten years from grant. In December 2004, StoreNext USA granted options to acquire 1,169,000 of its shares to its employees and directors. These options bear an exercise price of $0.3748 per share, which reflects the market value according to an independent valuation. In addition, in July 2006 additional options to acquire 84,000 of StoreNext USA shares were granted to its employees at an exercise price of $0.9422 a share, which reflects the market value according to the management’s valuation. Through March 20, 2012, 515,500 of these options were forfeited.

ITEM 7 – MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. Major Shareholders

The following table sets forth, as of March 20, 2012 (unless otherwise indicated below), certain information known to us with respect to beneficial ownership of our ordinary shares by each shareholder known by us to be the beneficial owner of five percent or more of our ordinary shares. As of March 20, 2012, 24,486,146 of our ordinary shares were outstanding.

Name	Number of ordinary shares held		Percentage of outstanding ordinary shares (1)(2)

Alpha Group (3)(4)		10,525,491		40.9	%
Ronex Holdings, Limited Partnership (4)(5)		10,525,491		40.9	%
Flatbush Watermill, LLC (6)		3,593,380		14.6	%
Clal Insurance Enterprises Holdings Ltd. and affiliates (7)		1,470,652		6.0	%
Migdal Insurance & Financial Holdings Ltd. (8)		2,007,049		8.2	%
Menora Mivtachim Holdings Ltd. (9)		1,434,986		5.8	%
Delek Group Ltd. (10)		1,272,346		5.2	%

___________________

(1)	Unless otherwise indicated, each person named or included in this table has sole power to vote and sole power to direct the disposition of all shares listed as beneficially owned.

(2)

Amounts include shares that are not currently outstanding but are deemed beneficially owned because of the right to purchase them pursuant to options or warrants exercisable on March 20, 2012, or within 60 days thereafter. Pursuant to SEC rules, shares deemed beneficially owned by virtue of an individual’s right to purchase them are also treated as outstanding when calculating the percent of the class owned by such individual and when determining the percent owned by any group in which the individual is included.

(3)

Represents 4,803,900 ordinary shares and 1,250,000 ordinary shares issuable upon the exercise of warrants held by the members of the Alpha Group and 4,471,591 ordinary shares held by Ronex. The Alpha Group is comprised of Boaz Dotan, Eli Gelman, Nehemia Lemelbaum, Avinoam Naor and Mario Segal. See Item 6.E above for a breakdown of the holdings of the members of the Alpha Group, except for Mario Segal, who directly holds (individually and via a wholly-owned company) 525,092 ordinary shares and 125,000 warrants. Pursuant to oral understandings reached internally among the members of the Alpha Group, all agreements relating to the ordinary shares beneficially owned by any member of the Alpha Group shall be determined by a majority of the five individual members of the Alpha Group. The Alpha Group may be deemed to share beneficial ownership of the 4,471,591 ordinary shares held by Ronex (see footnotes 4 and 5 below) (with respect to which the Alpha Group may be deemed to share voting and dispositive power due to the provisions of the Shareholders Agreement with Ronex described in footnote 4 below). Each member of the Alpha Group has disclaimed beneficial ownership of the ordinary shares of Ronex and each other member of the Alpha Group. The foregoing information is based on a statements of beneficial ownership on Schedule 13D filed by the Alpha Group with the SEC, as last amended on November 23, 2009.

(4)

Pursuant to the Shareholders Agreement, the parties agreed, among other things, to vote all ordinary shares held by them for the election to our board of directors of six directors designated by the Alpha Group and five directors designated by Ronex, including two external directors. The Alpha Group and Ronex each have a right of first offer and a tag along right with respect to any contemplated sale or transfer of ordinary shares representing 5% or more of our outstanding share capital, subject to certain exceptions and permitted transfers. In the event that such sale or transfer will result in either party holding less than 9% of our issued and outstanding share capital, such party must notify the other party of its intentions prior to the consummation of such transaction and if the other party proposes to cause us to adopt takeover defense measures, it will vote in favor, and take all necessary action for implementation, of such proposal prior to the consummation of such transaction. The tag along rights may not be exercised until November 19, 2012 if as a result of the exercise thereof (i) the proposed purchaser will hold 25% or more of our then issued and outstanding share capital and (ii) the Alpha Group and Ronex will jointly hold less than 25% of our then issued and outstanding share capital, in which case the number of ordinary shares sold will be proportionately reduced. The Alpha Group and Ronex undertook to meet regularly and attempt to reach a unified position with respect to principal issues on the agenda of any meeting of our shareholders. The Shareholders Agreement terminates on the earliest to occur of November 19, 2014 and the first date on which either party holds less than 1,100,000 ordinary shares (subject to adjustments). The Shareholders Agreement was filed as Exhibit 1 to the Schedule 13D of the Alpha Group on September 10, 2009. The content of the Shareholders Agreement is not incorporated by reference into this annual report on Form 20-F.

(5)

Represents 4,471,591 ordinary shares held by Ronex and 4,803,900 ordinary shares and the warrants to purchase up to an additional 1,250,000 ordinary shares held by the members of the Alpha Group (see footnotes 3 and 4 above) (with respect to which Ronex may be deemed to share voting and dispositive power due to the provisions of the Shareholders Agreement). Ronex and its affiliates have disclaimed beneficial ownership of ordinary shares and warrants held by the Alpha Group. The information with respect to the holdings of Ronex Holdings, Limited Partnership, or Ronex is based on the beneficial ownership statements on Schedule 13D filed with the SEC by Ronex, and various affiliated FIMI private equity funds, as last amended on November 24, 2009. Based on the information provided in such statements, the members of the group, which share voting and dispositive power with respect to these shares, are: Ronex, Ronex Holdings Ltd., FIMI Opportunity 2005 Ltd., FIMI IV 2007 Ltd., FIMI Israel Opportunity Fund II, Limited Partnership, FIMI Opportunity II Fund, L.P., FIMI Israel Opportunity IV, Limited Partnership, and FIMI Opportunity IV, L.P., Ishay Davidi Management Ltd., Ishay Davidi Holdings Ltd. and Mr. Ishay Davidi, who controls the foregoing entities.

(6)

Flatbush Watermill, a limited liability company organized under the laws of the State of Delaware, is the general partner of FW2, LP and FW3, LP. Flatbush Watermill Management, a limited liability company organized under the laws of the State of Delaware, is the investment manager of FW2 and FW3. Joshua Schwartz is a citizen of the United States whose principal occupation is serving as the Managing Member of each of Flatbush Watermill and Flatbush Watermill Management. Flatbush Watermill Management has the power to dispose and vote the securities held by each of FW2 and FW3. Accordingly, each of Flatbush Watermill, Flatbush Watermill Management and Mr. Schwartz may be deemed to beneficially own the shares owned by each of FW2 and FW3. Each of such entities disclaims beneficial ownership of the securities held by the others except to the extent of such entity's pecuniary interest therein, if any. Each of Mr. Schwartz, Flatbush Watermill and Flatbush Watermill Management share with FW2 the power to vote or direct the vote, and share the power to dispose or to direct the disposition, of 350,000 ordinary shares owned by FW2. Each of Mr. Schwartz, Flatbush Watermill and Flatbush Watermill Management share with FW3 the power to vote or direct the vote, and share the power to dispose or to direct the disposition, of 3,243,380 ordinary shares owned by FW3. The foregoing information is based solely on the Schedule 13D filed with the SEC by Flatbush Watermills LLC and various affiliated parties, as last amended on January 20, 2012.

(7)

Consists of (i) 1,110,733 ordinary shares held for members of the public through, among others, provident funds and/or mutual funds and/or pension funds and/or index-linked notes and/or insurance policies, which are managed by subsidiaries of Clal Insurance Enterprises Holdings Ltd., or Clal, each of which subsidiaries operates under independent management and makes independent voting and investment decisions, (ii) 347,537 ordinary shares beneficially held for Clal’s own account. Consequently, Clal does not admit that it beneficially owns more than the 347,537 ordinary shares beneficially held for its own account and none of its affiliates admits that it is the beneficial owner of any of the foregoing shares, and (iii) 12,382 ordinary shares which are reported as beneficially owned by Clal but are not held for Clal’s own account. Clal, an Israeli public company, is a majority owned subsidiary of IDB Development Corporation Ltd., which in turn is a wholly owned subsidiary of IDB Holding Corporation Ltd., an Israeli public company. These companies may be deemed to be controlled by Mr. Nochi Dankner, Mrs. Shelly Bergman, Mrs. Ruth Manor and Mr. Avraham Livnat. The foregoing information is based solely on a Schedule 13G/A filed with the SEC by Clal and affiliates thereof, on February 14, 2012.

(8)

Consists of ordinary shares held for members of the public through, among others, provident funds, mutual funds, pension funds and insurance policies, which are managed by subsidiaries of Migdal Insurance & Financial Holdings Ltd., or Migdal, according to the following allocation: 1,184,803 ordinary shares are held by profit participating life assurance accounts; 816,598 ordinary shares are held by provident funds and companies that manage provident funds; and 5,648 ordinary shares are held by companies for the management of funds for joint investments in trusteeship, each of which subsidiaries operates under independent management and makes independent voting and investment decisions. Consequently, Migdal does not admit that it is the beneficial owner of any such shares. Migdal is an Israeli public company. The foregoing information is based on a Schedule 13G filed with the SEC by Migdal on February 14, 2012 and information provided by Migdal on March 5, 2012.

(9)

The shares reported as beneficially owned by Menora Mivtachim Holdings Ltd., or Menora Holdings, Menora Mivtachim Insurance Ltd., Menora Mivtachim Finance Ltd., Mivtachim Pensions Ltd., Menora Gemel Ltd. and Menora Mivtachim Mutual Funds, or the Menorah Parties, are held for members of the public through, among others, provident funds, mutual funds, pension funds and insurance policies which are managed by the Menorah Parties, all of which are wholly-owned subsidiaries of Menora Holdings. Each of the Menorah Parties operates under independent management and makes independent voting and investment decisions. Consequently, the Menorah Parties do not admit that any of them is the beneficial owner of any ordinary shares. Menora Holdings is an Israeli public company. Approximately 61.9% of Menora Holdings’ outstanding shares are held directly and indirectly by Menacem Gurevitch and the remaining of the outstanding shares are held by the public. Menora Holdings and Menora Insurance have shared power to vote or direct the vote and the shared power to dispose or direct the disposition of the ordinary shares held of record by Menora Insurance. Menora Holdings, Menora Insurance and Mivtachim Pensions have shared power to vote or direct the vote and the shared power to dispose or direct the disposition of the ordinary shares held of record by Mivtachim Pensions. Menora Holdings and Menora Finance have shared power to vote or direct the vote and the shared power to dispose or direct the disposition of the ordinary shares held of record by Menora Finance. Menora Holdings, Menora Finance and Menora Gemel have shared power to vote or direct the vote and the shared power to dispose or direct the disposition of the ordinary shares held of record by Menora Gemel. Menora Holdings, Menora Finance and Menora Mutual Funds have shared power to vote or direct the vote and the shared power to dispose or direct the disposition of the ordinary shares held of record by Menora Mutual Funds. The foregoing information is based on a Schedule 13D/A filed with the SEC by the Menorah Parties on June 29, 2010 and information provided by the Menora Parties on March 6, 2012.

(10)

The shares reported are beneficially owned by various direct or indirect, majority or wholly-owned subsidiaries of the Phoenix Holding Ltd. The subsidiaries of the Phoenix Holding Ltd. manage their own funds and/or the funds of others, including for holders of exchange-traded notes or various insurance policies, members of pension or provident funds, unit holders of mutual funds, and portfolio management clients. Each of the subsidiaries of the Phoenix Holding Ltd. operates under independent management and makes its own independent voting and investment decisions. The Phoenix Holding Ltd. is an indirect majority-owned subsidiary of Delek Investments and Properties Ltd. Delek Investments and Properties Ltd. is a wholly-owned subsidiary of Delek Group Ltd. The majority of Delek Group Ltd.'s outstanding share capital and voting rights are owned, directly and indirectly, by Itshak Sharon (Tshuva) through private companies wholly-owned by him, and the remainder is held by the public. The foregoing information is based solely on a Schedule 13G/A filed with the SEC by the Delek Group Ltd. on March 1, 2011.

As of June 8, 2009, Ronex beneficially owned 3,253,367 ordinary shares, representing approximately 15.9% of our outstanding shares, and Mr. Barry Shaked beneficially owned 1,424,997 of our ordinary shares (including 391,518 shares issuable upon exercise of options exercisable on or within 60 days of that date), representing approximately 6.9% of our outstanding shares. By virtue of a shareholders agreement among Ronex and Messrs. Barry Shaked and Brian Cooper, each party may have been deemed to beneficially own an aggregate of 5,429,849 ordinary shares held by all the parties, representing approximately 26.1% of our outstanding shares (assuming the exercise of the stock options of Mr. Shaked). Messrs. Shaked and Cooper sold all of their respective ordinary shares on November 19, 2009 and such shareholders agreement was terminated. Except as set forth in footnote 4 above, no major shareholders have any different voting rights.

As of March 20, 2012, 8,378,761 of our ordinary shares were held in the United States, by four record holders with mailing addresses in the United States, owning an aggregate of approximately 34.2% of our outstanding ordinary shares. The number of record holders in the United States is not representative of the number of beneficial holders nor is it representative of where such beneficial holders are resident since many of these ordinary shares were held of record by brokers or other nominees.

B. Related Party Transactions

For a summary of the agreements with the Alpha Group, see Item 10.C of this annual report. Certain of our shareholders have entered into the Shareholders Agreement (see Item 7.A of this annual report).

C. Interests of Experts and Counsel

Not Applicable.

ITEM 8 – FINANCIAL INFORMATION

See Item 18.

Legal Proceedings

In April 2011, a purported class action lawsuit, or the Class Action, was filed in the United States District Court for the Northern District of California against BP West Coast Products LLC, or BP WC, and BP Products North America, Inc. or, together, BP Defendants, and Retalix as co-defendant by Green Desert Oil Group, Inc. and fifteen others, or the Federal Plaintiffs, each of which was purported to be an ARCO, BP or AM/PM franchisee of one or more of the BP Defendants. The complaint alleges, among other things, that the BP Defendants and Retalix failed to act with reasonable care in the manner in which they planned and installed a Point of Sale system with the Federal Plaintiffs, which resulted in damages to the Federal Plaintiffs. The Federal Plaintiffs further requested, among other things, that the court recognize the lawsuit as a valid class action. On November, 14 2011 the Class Action against Retalix was dismissed with prejudice. In December 2011 the Federal Plaintiffs filed a purported notice of appeal of the court's decision to dismiss the claim against Retalix, which appeal was dismissed by the court in January 2012. Retalix moved to certify November 14, 2011 as the date of the dismissal of the claim for purposes of immediate appeal, which the Federal Plaintiffs opposed to. A hearing on Retalix’s motion is scheduled to early April, 2012.

In May 2011, a lawsuit was filed in the Superior Court for the State of California (for the County of Los Angeles, “LA State Court”) against BP WC, Paypoint Electronic Payment Systems, Inc., or PPS, and Retalix as co-defendants by a few dozen named BP WC franchisees, each of which was purported to be an ARCO, BP or AM/PM franchisee of BP WC, or the State Plaintiffs. This complaint comprised, in essence, the same allegations as the Class Action, but its causes of action include, in addition to breach of contract and negligence, constructive fraud. This complaint was amended in September 2011, or the Amended Complaint, such that the sole remaining cause of action against Retalix related to negligence. In addition, in September 2011 a new lawsuit was filed in the LA State Court against BP WC, PPS and Retalix as co-defendants by a few dozen named owners and operators of the BP WC franchisees. Except for the different plaintiffs named in the two complaints, this complaint is substantially the same as the Amended Complaint, with the sole cause of action against Retalix relating to negligence. Retalix filed motions to dismiss in both the Superior Court cases and in January 2012 the actions against Retalix were dismissed without prejudice. However, the Plaintiffs were allowed to file amended complaints, which they did in February 2012, to which Retalix later filed a motion to dismiss. A court hearing on the motion to dismiss is scheduled to early April, 2012.

Other than the aforementioned proceedings, from time to time, we are involved in various routine legal proceedings incidental to the ordinary course of our business. We do not believe that the outcome of these legal proceedings have had in the recent past, or will have (with respect to any pending proceedings), significant effects on our financial position or profitability.

Dividend Policy

Since 1995, we have not paid cash dividends on our ordinary shares, and we do not intend to pay cash dividends in the foreseeable future. Our board of directors is authorized to declare dividends, subject to applicable law. Dividends may be paid only out of profits and other surplus, as defined in the Companies Law, as of the end of the most recent financial statements or as accrued over a period of two years, whichever is higher. Alternatively, if we do not have sufficient profits or other surplus, then permission to effect a distribution can be granted by order of an Israeli court. In any event, a distribution is permitted only if there is no reasonable concern that the dividend will prevent us from satisfying our existing and foreseeable obligations as they become due. Under current Israeli regulations, any cash dividend in Israeli currency paid in respect of ordinary shares purchased by non-residents of Israel with non-Israeli currency may be freely repatriated in such non-Israeli currency.

Significant Changes

Except as described elsewhere in this annual report, no significant change has occurred since the date of the annual financial statements included in this annual report.

ITEM 9 – THE OFFER AND LISTING

A. Offer and Listing Details

Our ordinary shares have been quoted on the Nasdaq Global Select Market (formerly known as the Nasdaq National Market) under the symbol “RTLX” since July 1998. Our ordinary shares have also been quoted on the TASE since November 1994.

The following table sets forth, for the periods indicated, the high and low market prices of our ordinary shares, as reported on the Nasdaq.

	High		Low

2007	$	23.30	$	15.67
2008		18.23		3.24
2009		13.35		5.30
2010		15.25		10.68
2011		16.78		11.63

2010:
First Quarter	$	15.25	$	12.55
Second Quarter		14.31		10.68
Third Quarter		13.14		10.99
Fourth Quarter		14.65		11.53

2011:
First Quarter	$	16.78	$	13.70
Second Quarter		15.50		13.73
Third Quarter		15.60		11.63
Fourth Quarter		16.31		12.65

2012:
First Quarter (through March 20, 2012)	$	18.89	$	15.98

Most recent six months:
September 2011	$	13.95	$	11.63
October 2011	$	15.39	$	12.65
November 2011	$	15.16	$	13.80
December 2011	$	16.31	$	13.91
January 2012	$	18.00	$	15.98
February 2012	$	18.89	$	17.20
March 2012 (through March 20, 2012)	$	17.97	$	16.41

The following table sets forth, for the periods indicated, the high and low market prices in NIS, of our ordinary shares on the TASE.

	High		Low

2007	NIS	93.75		NIS	61.30
2008		60.90			14.55
2009		51.25			22.00
2010		57.25			40.01
2011		62.6			44.42

2010:
First Quarter	NIS	57.25		NIS	47.39
Second Quarter		52.78			40.01
Third Quarter		50.83			43.30
Fourth Quarter		51.84			41.50

2011:
First Quarter	NIS	58.00		NIS	45.00
Second Quarter		51.90			48.10
Third Quarter		52.50			44.42
Fourth Quarter		62.60			48.3

2012:
First Quarter (through March 20, 2012)	NIS	70.2		NIS	60.90


Most recent six months:
September 2011	NIS	51.20	NIS	44.42
October 2011		55.50		48.30
November 2011		56.20		51.39
December 2011		62.60		52.94
January 2012		66.67		60.90
February 2012		70.20		63.50
March 2012 (through March 20, 2012)		67.98		61.38

B. Plan of Distribution

Not applicable.

C. Markets

Our ordinary shares are quoted on Nasdaq under the symbol “RTLX”, and are quoted on the TASE under the symbol “RETALIX”.

D. Selling Shareholders

Not applicable.

E. Dilution

Not applicable.

F. Expenses of the Issue

Not applicable.

ITEM 10 – ADDITIONAL INFORMATION

A. Share Capital

Not applicable.

B. Memorandum and Articles of Association

Our articles of association were last amended on September 26, 2011. The following is a summary description of certain provisions of our amended memorandum of association and articles of association, and certain relevant provisions of the Israel Companies Law which apply to us.

We were first registered with the Israeli Registrar of Companies on March 5, 1982, as a private company. On November 7, 1994, we became a public company, and were assigned Public Company Number 520042029.

Objects and Purposes

Our objects and purposes include a wide variety of business purposes, and are set forth in detail in Section 2 of our memorandum of association, previously filed with the SEC. We are also authorized to donate reasonable sums to charity.

We are authorized to issue 50,000,000 ordinary shares par value NIS 1.00 per share, of which 24,486,146 ordinary shares were outstanding as of March 20, 2012.

Directors

According to our articles of association, our board of directors is to consist of not less than three and not more than eleven directors, such number to be determined by a resolution of our shareholders.

Election of Directors

Directors, other than external directors, are elected by our shareholders at our annual general meeting of shareholders, or, in the event of vacancies, by our board of directors. In the event that any directors are appointed by our board of directors, their appointment is required to be ratified by the shareholders at the next shareholders’ meeting following the appointment. Our shareholders may remove a director from office. There is no requirement that a director own any of our shares or retire at a certain age.

Remuneration of Directors

Remuneration of directors is subject to the approvals required under the Companies Law as described below.

Powers of the Board of Directors

Our board of directors may resolve to take action by a resolution approved by a vote of a simple majority of the directors then in office and lawfully entitled to participate in the meeting and vote on the matter and who are present when such resolutions are put to a vote and voting thereon, provided that a quorum is constituted at the meeting. A quorum at a meeting of our board of directors requires the presence, in person or by any other means of communication by which the directors can hear each other simultaneously, of at least three of the directors then in office and who are lawfully entitled to participate in the meeting and vote on the matters brought before the meeting. Our board of directors may elect one director to serve as the chairman of the board of directors to preside at the meetings of the board of directors, and may also remove such director or a chairman.

The oversight of the management of our business is vested in our board of directors, which may exercise all such powers and do all such acts as we are authorized to exercise and do, and are not, by the provisions of our articles of association or by law, required to be exercised or done by our shareholders. Our board of directors may, in its discretion, cause our company to borrow or secure the payment of any sum or sums of money for the purposes of our company, at such times and upon such terms and conditions in all respects as it deems fit, and, in particular, by the issuance of bonds, perpetual or redeemable debentures, debenture stock, or any mortgages, charges, or other securities on the undertaking or the whole or any part of the our property, both present and future, including our uncalled or called but unpaid capital for the time being.

Dividend and Liquidation Rights

Our board of directors is authorized to declare dividends, subject to applicable law. Dividends on our ordinary shares may be paid only out of profits and other surplus, as defined in the Companies Law, as of the end of the most recent financial statements or as accrued over a period of two years, whichever is higher. Alternatively, if we do not have sufficient profits or other surplus, then permission to effect a distribution can be granted by order of an Israeli court. In any event, a distribution is permitted only if there is no reasonable concern that the dividend will prevent us from satisfying our existing and foreseeable obligations as they become due. Our board of directors is authorized to declare dividends, provided that there is no reasonable concern that the dividend will prevent us from satisfying our existing and foreseeable obligations as they become due. Dividends may be paid in cash or other property.

In the event of our liquidation, after satisfaction of liabilities to creditors, our assets will be distributed to the holders of ordinary shares in proportion to their respective holdings. Dividends and liquidation rights may be affected by the grant of preferential dividends or distribution rights to the holders of a class of shares with preferential rights that may be authorized in the future.

Redeemable Shares

Our articles of association allow us to create redeemable shares, but at the present time, we do not have any redeemable shares.

Fiduciary Duties of Office Holders

The Companies Law imposes a duty of care and a duty of loyalty on all office holders of a company. The duty of care requires an office holder to act with the level of care with which a reasonable office holder in the same position would have acted under the same circumstances.

The duty of care of an office holder includes a duty to use reasonable means to obtain:

information on the advisability of a given action brought for his approval or performed by him by virtue of his position; and

all other important information pertaining to these actions.

The duty of loyalty of an office holder includes a duty to:

refrain from any conflict of interest between the performance of his duties in the company and the performance of his other duties or his personal affairs;

refrain from any activity that is competitive with the company;

refrain from exploiting any business opportunity of the company to receive a personal gain for himself or others; and

disclose to the company any information or documents relating to a company’s affairs which the office holder has received due to his position as an office holder.

Approval of Certain Transactions under Israeli Law

Under the Companies Law, the approvals of the audit committee and the board of directors are required for all compensation arrangements of office holders who are not directors. Under the Companies Law, director’s compensation arrangements require the approval of the audit committee, the board of directors and the shareholders, in that order. However, if the compensation terms of external directors comply with certain provision of the applicable regulations under the Companies Law, then board approval suffices.

The Companies Law requires that an office holder of a company disclose to the company, promptly and in any event no later than the board of directors meeting in which the transaction is first discussed, any personal interest that he may have and all related material information known to him, in connection with any existing or proposed transaction by the company. A personal interest of an office holder includes an interest of a company in which the office holder is, directly or indirectly, a 5% or greater shareholder, director or general manager or in which the office holder has the right to appoint at least one director or the general manager. In the case of an extraordinary transaction, the office holder’s duty to disclose applies also to a personal interest of the office holder’s relative.

Under Israeli law, an extraordinary transaction is a transaction:

other than in the ordinary course of business;

otherwise than on market terms; or

that is likely to have a material impact on the company’s profitability, assets or liabilities.

Under the Companies Law, once an office holder complies with the above disclosure requirements, the board of directors may approve a transaction between the company and an office holder, or a third party in which an office holder has a personal interest. A transaction that is adverse to the company’s interest may not be approved.

If the transaction is an extraordinary transaction, approval of both the audit committee and the board of directors is required. In specific circumstances, shareholder approval may also be required. An office holder who has a personal interest in a transaction that is considered at a meeting of the board of directors or the audit committee generally may not be present at this meeting or vote on this matter, unless a majority of members of the board of directors or the audit committee, as the case may be, has a personal interest. If a majority of the members of the board of directors has a personal interest, shareholder approval is also required.

In addition, under the Companies Law, a private placement of securities requires approval by the board of directors and the shareholders of the company if it will cause a person to become a controlling shareholder or if:

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 shareholder that holds five percent or more of the company’s outstanding share capital or voting rights or that it will cause any person to become, as a result of the issuance, a holder of more than five percent of the company’s outstanding share capital or voting rights.

Changing the Rights Attached to Shares

We may only change the rights of shares with the approval of the holders of a majority of that class of shares present and voting at the separate general meeting called for that class of shares. An enlargement of a class of shares is not considered changing the rights of such class of shares.

Shareholders Meetings

We have two types of shareholders meetings: the annual general meetings and special general meetings. An annual general meeting must be held once in every calendar year, but not more than 15 months after the last annual general meeting. Our board of directors may (and, under the Companies Law, shall, at the request of (1) at least two directors or one quarter of the directors then serving or (2) any one or more shareholders holding at least five percent (5%) of our outstanding ordinary shares) convene a special general meeting whenever it sees fit, at any place within or outside of the State of Israel.

A quorum in a general meeting consists of two or more holders of ordinary shares, present in person or by proxy, and holding shares conferring in the aggregate twenty-five percent (25%) or more of the voting power in our company (or any higher percentage which may be required under applicable rules and regulations). If there is no quorum within half an hour of the time set, the meeting is postponed until the following week, or any other time that the chairman of the board of directors and the shareholders present agree to. At the postponed meeting, any two shareholders present in person or by proxy will constitute a quorum. While the Nasdaq Rules require a quorum for shareholder meetings of at least 33-1/3% of our outstanding ordinary shares, we follow Israeli practice, which requires two or more shareholders holding 25% or more of our outstanding voting power, as provided for above.

Every ordinary share entitles the holder thereof to one vote. A shareholder may vote in person or by proxy, or if the shareholder is a corporate body, by its representative. No cumulative voting is permitted.

Duties of Shareholders

Under the Companies Law, the disclosure requirements which apply to an office holder also apply to a controlling shareholder of a public company. A controlling shareholder is a shareholder who has the ability to direct the activities of a company, including a shareholder that holds 25% or more of the voting rights if no other shareholder owns more than 50% of the voting rights in the company, but excluding a shareholder whose power derives solely from his or her position as a director of the company or any other position with the company. Extraordinary transactions with a controlling shareholder or in which a controlling shareholder has a personal interest, and the engagement of a controlling shareholder as an office holder or employee, require the approval of the audit committee, the board of directors and the shareholders of the company, in that order. The shareholder approval must be by a majority vote, provided that either:

at least a majority of the shares of shareholders who have no personal interest in the transaction and are present and voting, in person, by proxy or by written ballot, at the meeting, vote in favor; or

the votes of shareholders who have no personal interest in the transaction that are voted against the transaction do not represent more than two percent of the voting rights in the company.

Any such extraordinary transaction whose term is longer than three years requires further shareholder approval every three years, unless (with respect to transactions not involving management fees or employment terms) the audit committee approves that a longer term is reasonable under the circumstances.

In addition, under the Companies Law, each shareholder has a duty to act in good faith in exercising his rights and fulfilling his obligations toward the company and other shareholders and to refrain from abusing his power in the company, such as in certain shareholder votes. In addition, specified shareholders have a duty of fairness toward the company. These shareholders include any controlling shareholder, any shareholder who knows that it possesses the power to determine the outcome of a shareholder vote and any shareholder who, pursuant to the provisions of the articles of association, has the power to appoint or to prevent the appointment of an office holder or any other power toward the company. However, the Companies Law does not define the substance of this duty of fairness.

Exculpation, Insurance and Indemnification of Office Holders

Exculpation of Office Holders

Under the Companies Law, an Israeli company may not exempt an office holder from liability with respect to a breach of his duty of loyalty, but may exempt in advance an office holder from his liability to the company, in whole or in part, with respect to a breach of his duty of care (except in connection with distributions to shareholders), provided that the articles of association of the company allow it to do so. Our articles of association do not authorize us to so exempt our office holders.

Insurance of Office Holders

Our articles of association provide that, subject to the provisions of the Companies Law, we may enter into a contract for the insurance of the liability of any of our office holders with respect to an act performed in his capacity of an office holder, for:

a breach of his duty of care to us or to another person;

a breach of his duty of loyalty to us, provided that the office holder acted in good faith and had reasonable cause to assume that his act would not prejudice our interests; or

a financial liability imposed upon him in favor of another person.

Indemnification of Office Holders

Our articles of association provide that we may indemnify an office holder with respect to an act performed in his capacity of an office holder against:

a financial liability imposed on him in favor of another person by any judgment, including a settlement or an arbitration award approved by a court, which indemnification may be approved (i) after the liability has been incurred or (ii) in advance, provided that the undertaking to indemnify is limited to events that the board of directors believes are foreseeable in light of actual operations at the time of providing the undertaking and to a sum or criterion that the board of directors determines to be reasonable under the circumstances;

reasonable litigation expenses, including attorney’s fees, expended by the office holder as a result of an investigation or proceeding instituted against him by a competent authority, provided that such investigation or proceeding concluded without the filing of an indictment against him and either (A) concluded without the imposition of any financial liability in lieu of criminal proceedings or (B) concluded with the imposition of a financial liability in lieu of criminal proceedings but relates to a criminal offense that does not require proof of criminal intent or in connection with a financial sanction;

reasonable litigation expenses, including attorneys’ fees, expended by the office holder or charged to him by a court, in proceedings we institute against him or instituted on our behalf or by another person, a criminal charge from which he was acquitted, or a criminal charge in which he was convicted for a criminal offense that does not require proof of criminal intent; and

certain financial obligations imposed and reasonable litigation expenses incurred by the office holder as a result of an administrative proceeding instituted against him.

In addition, our articles of association provide that the commitment in advance to indemnify an office holder in respect of a financial obligation imposed upon him in favor of another person by a court judgment (including a settlement or an arbitrator’s award approved by court) shall in no event exceed, in the aggregate, a total of indemnification (for all persons we have resolved to indemnify for the matters and circumstances described therein) equal to one quarter (25%) of our total shareholders’ equity at the time of the actual indemnification.

Limitations on Exculpation, Insurance and Indemnification

The Companies Law provides that a company may not exculpate or indemnify an office holder nor enter into an insurance contract which would provide coverage for any monetary liability incurred as a result of any of the following:

a breach by the office holder of his duty of loyalty, unless, with respect to indemnification or insurance coverage, the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company;

a breach by the office holder of his duty of care if the breach was done intentionally or recklessly (as opposed to mere negligence);

any act or omission done with the intent to derive an illegal personal benefit; or

any fine levied against the office holder.

In addition, under the Companies Law, indemnification of, and procurement of insurance coverage for, our office holders must be approved by our audit committee and board of directors and, if the beneficiary is a director, by our shareholders. We have obtained director’s and officer’s liability insurance and have issued indemnification letters to our directors and officers in accordance with the foregoing provisions.

Anti-Takeover Provisions; Mergers and Acquisitions

The Companies Law provides for mergers, provided that each party to the transaction obtains the approval of its board of directors and shareholders. For purposes of the shareholder vote of each party, unless a court rules otherwise, the merger will not be deemed approved if a majority of the shares not held by the other party, or by any person who holds 25% or more of the shares or the right to appoint 25% or more of the directors of the other party, have voted against the merger. Upon the request of a creditor of either party to the proposed merger, the court may delay or prevent the merger if it concludes that there exists a reasonable concern that as a result of the merger the surviving company will be unable to satisfy the obligations of that party. Finally, a merger may not be completed unless at least (i) 50 days have passed since the filing of the merger proposal with the Israeli Registrar of Companies and (ii) 30 days have passed since the merger was approved by the shareholders of each of the parties.

In addition, provisions of the Companies Law that deal with “arrangements” between a company and its shareholders may be used to effect squeeze-out transactions or other types of transactions, including mergers. These provisions generally require that the transaction be approved by a majority of the participating shareholders holding at least 75% of the shares voted on the matter. In addition to shareholder approval, court approval of the transaction is required, which entails further delay.

The Companies Law also provides that an acquisition of shares in a public company must be made by means of a tender offer if as a result of the acquisition the purchaser would become a 25% shareholder of the company, unless there is already another 25% shareholder of the company. Similarly, the Companies Law provides that an acquisition of shares in a public company must be made by means of a tender offer if as a result of the acquisition the purchaser would become a 45% shareholder of the company, unless there is already a 45% shareholder of the company. These requirements do not apply if the acquisition (i) occurs in the context of a private placement by the company that received shareholder approval, (ii) was from a 25% shareholder of the company and resulted in the acquirer becoming a 25% shareholder of the company or (iii) was from a 45% shareholder of the company and resulted in the acquirer becoming a 45% shareholder of the company. The tender offer must be extended to all shareholders, but the offeror is not required to purchase more than 5% of the company’s outstanding shares, regardless of how many shares are tendered by shareholders. The tender offer may be consummated only if (i) at least 5% of the company’s outstanding shares will be acquired by the offeror and (ii) the number of shares tendered in the offer exceeds the number of shares whose holders objected to the offer.

If as a result of an acquisition of shares the acquirer will hold more than 90% of a company’s outstanding shares, the acquisition must be made by means of a tender offer for all of the outstanding shares. If less than 5% of the outstanding shares are not tendered in the tender offer, all the shares that the acquirer offered to purchase will be transferred to it. The law provides for appraisal rights if any shareholder files a request in court within six months following the consummation of a full tender offer, but the acquirer will be entitled to stipulate that tendering shareholders forfeit their appraisal rights. If more than 5% of the outstanding shares are not tendered in the tender offer, then the acquirer may not acquire shares in the tender offer that will cause his shareholding to exceed 90% of the outstanding shares.

Finally, Israeli tax law treats some acquisitions, such as stock-for-stock exchanges between an Israeli company and other company, less favorably than U.S. tax laws. For example, Israeli tax law may, under certain circumstances, subject a shareholder who exchanges his ordinary shares for shares in another corporation, to taxation prior to the sale of the shares received in such stock-for-stock swap.

C. Material Contracts

Management Services Agreement

On November 19, 2009, we entered into a management services agreement, or the Management Agreement, with the Alpha Group. Under the Management Agreement, the Alpha Group provides management services and advises and provides assistance to our management concerning our affairs and business. The Alpha Group is required to devote an aggregate amount of 700 hours per each 12-month period during the term of the Management Agreement, allocated among the members of the Alpha Group.

In consideration of the performance of the management services, we agreed to pay to the Alpha Group an aggregate annual management services fee in the amount of $240,000, plus value added tax pursuant to applicable law, which is allocated among the Alpha Group at their discretion. The management services fee is payable by us quarterly in arrears. We also reimburse the Alpha Group for reasonable out-of-pocket expenses incurred by them in connection with the management services.

The obligations of the members of the Alpha Group under the Management Agreement are several and not joint, to be borne by each of them according to the portion of the management services fee actually received by each such Investor. The Alpha Group is subject to customary confidentiality, intellectual property and non-competition undertakings under the Management Agreement.

The Management Agreement has an initial term of five years and will be automatically renewed for additional successive one-year terms, unless terminated for any reason by any party during any renewal period, upon thirty days' advance written notice to the other party prior to expiration of the relevant renewal term. However, pursuant to a recent amendment to the Companies Law, the Management Agreement is subject to the re-approval of our non-interested shareholders in 2012.

D. Exchange Controls

Exchange Controls and Other Limitations Affecting Security Holders

There are currently no Israeli currency control restrictions on payments of dividends or other distributions with respect to our ordinary shares or the proceeds from the sale of the shares, except for the obligation of Israeli residents to file reports with the Bank of Israel regarding some transactions. However, legislation remains in effect under which currency controls can be imposed by administrative action at any time.

The ownership or voting of our ordinary shares by non-residents of Israel, except with respect to citizens of countries which are in a state of war with Israel, is not restricted in any way by our memorandum of association or articles of association or by the laws of the State of Israel.

E. Taxation

The following is a general summary only and should not be considered as legal or tax advice or relied upon for tax planning purposes. Holders of our ordinary shares should consult their own tax advisors as to the U.S., Israeli or other tax consequences of the purchase, ownership and disposition of our ordinary shares, including, in particular, the effect of any federal, foreign, state or local taxes.

United States Federal Income Tax Consequences

THE FOLLOWING SUMMARY IS INCLUDED HEREIN FOR GENERAL INFORMATION AND IS NOT INTENDED TO BE, AND SHOULD NOT BE CONSIDERED TO BE, LEGAL OR TAX ADVICE, AND CANNOT BE USED FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED IN THE EVENT OF A CHALLENGE BY THE US TAX AUTHORITIES. EACH U.S. HOLDER SHOULD CONSULT WITH HIS OR HER OWN TAX ADVISOR AS TO THE PARTICULAR U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND SALE OF ORDINARY SHARES, INCLUDING THE EFFECTS OF APPLICABLE STATE, LOCAL, FOREIGN OR OTHER TAX LAWS AND POSSIBLE CHANGES IN THE TAX LAWS.

U.S. Federal Income Taxation

Subject to the limitations described in the next paragraph, the following discussion summarizes the material U.S. federal income tax consequences to a “U.S. Holder” arising from the purchase, ownership and sale of the ordinary shares. For this purpose, a “U.S. Holder” is a holder of ordinary shares that is: (1) an individual citizen or resident of the United States, including an alien individual who is a lawful permanent resident of the United States or meets the substantial presence residency test under U.S. federal income tax laws; (2) a corporation (or entity treated as a corporation for U.S. federal income tax purposes) or a partnership (other than a partnership that is not treated as a U.S. person under any applicable U.S. Treasury regulations) created or organized under the laws of the United States or the District of Columbia or any political subdivision thereof; (3) an estate, the income of which is includable in gross income for U.S. federal income tax purposes regardless of source; (4) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have authority to control all substantial decisions of the trust; (5) a trust that has a valid election in effect to be treated as a U.S. person to the extent provided in U.S. Treasury regulations; or (6) any person otherwise subject to U.S. federal income tax on a net income basis in respect of the ordinary shares, if such status as a U.S. Holder is not overridden pursuant to the provisions of an applicable tax treaty.

This summary is for general information purposes only and does not purport to be a comprehensive description of all of the U.S. federal income tax considerations that may be relevant to a decision to purchase our ordinary shares. This summary generally considers only U.S. Holders that will own our ordinary shares as capital assets. Except to the limited extent discussed below, this summary does not consider the U.S. federal income tax consequences to a person that is not a U.S. Holder, not does it describe the rules applicable to determine a taxpayer’s status as a U.S. Holder. This summary is based on the provisions of the Internal Revenue Code of 1986, as amended, or the Code, final, temporary and proposed U.S. Treasury regulations promulgated thereunder, administrative and judicial interpretations thereof, and the U.S./Israel Income Tax Treaty, all as in effect as of the date hereof and all of which are subject to change, possibly on a retroactive basis, and all of which are open to differing interpretations. We will not seek a ruling from the U.S. Internal Revenue Service, or the IRS, with regard to the U.S. federal income tax treatment of an investment in our ordinary shares by U.S. Holders and, therefore, can provide no assurances that the IRS will agree with the conclusions set forth below.

This discussion does not address all of the aspects of U.S. federal income taxation that may be relevant to a particular shareholder based on such shareholder’s particular circumstances and in particular does not discuss any estate, gift, generation-skipping, transfer, state, local or foreign tax considerations. In addition, this discussion does not address the U.S. federal income tax treatment of a U.S. Holder who is: (1) a bank, life insurance company, regulated investment company, or other financial institution or “financial services entity”; (2) a broker or dealer in securities or foreign currency; (3) a person who acquired our ordinary shares in connection with employment or other performance of services; (4) a U.S. Holder that is subject to the U.S. alternative minimum tax; (5) a U.S. Holder that holds our ordinary shares as a hedge or as part of a hedging, straddle, conversion or constructive sale transaction or other risk-reduction transaction for U.S. federal income tax purposes; (6) a tax-exempt entity; (7) real estate investment trusts; (8) a U.S. Holder that expatriates out of the United States or a former long-term resident of the United States; or (9) a person having a functional currency other then the U.S. dollar. This discussion does not address the U.S. federal income tax treatment of a U.S. Holder that owns, directly or constructively, at any time, ordinary shares representing 10% or more of our voting power. Additionally, the U.S. federal income tax treatment of persons who hold ordinary shares through a partnership or other pass-through entity are not considered.

You are encouraged to consult your own tax advisor with respect to the specific U.S. federal and state income tax consequences to you of purchasing, holding or disposing of our ordinary shares, including the effects of applicable state, local, foreign or other tax laws and possible changes in the tax laws.

Distributions on Ordinary Shares

Since 1995, we have not paid cash dividends on our ordinary shares. In the event that we do pay dividends, and subject to the discussion under the heading “Passive Foreign Investment Companies” below, a U.S. Holder will be required to include in gross income as ordinary income the amount of any distribution paid on ordinary shares (including the amount of any Israeli tax withheld on the date of the distribution), to the extent that such distribution does not exceed our current and accumulated earnings and profits, as determined for U.S. federal income tax purposes. The amount of a distribution which exceeds our earnings and profits will be treated first as a non-taxable return of capital, reducing the U.S. Holder’s tax basis for the ordinary shares to the extent thereof, and then capital gain. Corporate holders generally will not be allowed a deduction for dividends received. In general, preferential tax rates not exceeding 15% for “qualified dividend income” and long-term capital gains are applicable for U.S. Holders that are individuals, estates or trusts (these preferential rates are scheduled to expire for taxable years beginning after December 31, 2012, after which time dividends are scheduled to be taxed at ordinary income rates and long-term capital gains are scheduled to be taxed at rates not exceeding 20%). For this purpose, “qualified dividend income” means, inter alia, dividends received from a “qualified foreign corporation.” A “qualified foreign corporation” is a corporation that is entitled to the benefits of a comprehensive tax treaty with the United States which includes an exchange of information program. The IRS has stated that the Israel/U.S. Tax Treaty satisfies this requirement and we believe we are eligible for the benefits of that treaty.

In addition, our dividends will be qualified dividend income if our ordinary shares are readily tradable on Nasdaq or another established securities market in the United States. Dividends will not qualify for the preferential rate if we are treated, in the year the dividend is paid or in the prior year, as a passive foreign investment company, or PFIC. Due to the nature of our operations, we do not believe we are a PFIC. (See discussion below under “Passive Foreign Investment Companies.”) In addition, a U.S. Holder will not be entitled to the preferential rate: (1) if the U.S. Holder has not held our ordinary shares or ADRs for at least 61 days of the 121 day period beginning on the date which is 60 days before the ex-dividend date, or (2) to the extent the U.S. Holder is under an obligation to make related payments on substantially similar property. Any days during which the U.S. Holder has diminished its risk of loss on our ordinary shares are not counted towards meeting the 61-day holding period. Finally, U.S. Holders who elect to treat the dividend income as “investment income” pursuant to Code section 163(d)(4) will not be eligible for the preferential rate of taxation.

The amount of a distribution with respect to our ordinary shares will be measured by the amount of the fair market value of any property distributed, and for U.S. federal income tax purposes, the amount of any Israeli taxes withheld therefrom. (See discussion below under “Taxation of Dividends Applicable to Non-Resident Shareholders.”) Cash distributions paid by us in NIS will be included in the income of U.S. Holders at a U.S. dollar amount based upon the spot rate of exchange in effect on the date the dividend is includible in the income of the U.S. Holder, and U.S. Holders will have a tax basis in such NIS for U.S. federal income tax purposes equal to such U.S. dollar value. If the U.S. Holder subsequently converts the NIS, any subsequent gain or loss in respect of such NIS arising from exchange rate fluctuations will be U.S. source ordinary exchange gain or loss.

Distributions paid by us will generally be foreign source income for U.S. foreign tax credit purposes. Subject to the limitations set forth in the Code, U.S. Holders may elect to claim a foreign tax credit against their U.S. income tax liability for Israeli income tax withheld from distributions received in respect of the ordinary shares. In general, these rules limit the amount allowable as a foreign tax credit in any year to the amount of regular U.S. tax for the year attributable to foreign source taxable income. This limitation on the use of foreign tax credits generally will not apply to an electing individual U.S. Holder whose creditable foreign taxes during the year do not exceed $300, or $600 for joint filers, if such individual’s gross income for the taxable year from non-U.S. sources consists solely of certain passive income. A U.S. Holder will be denied a foreign tax credit with respect to Israeli income tax withheld from dividends received with respect to the ordinary shares if such U.S. Holder has not held the ordinary shares for at least 16 days out of the 31-day period beginning on the date that is 15 days before the ex-dividend date or to the extent that such U.S. Holder is under an obligation to make certain related payments with respect to substantially similar or related property. Any day during which a U.S. Holder has substantially diminished his or her risk of loss with respect to the ordinary shares will not count toward meeting the 16-day holding period. A U.S. Holder will also be denied a foreign tax credit if the U.S. Holder holds the ordinary shares in an arrangement in which the U.S. Holder’s reasonably expected economic profit is insubstantial compared to the foreign taxes expected to be paid or accrued. The rules relating to the determination of the U.S. foreign tax credit are complex, and U.S. Holders should consult with their own tax advisors to determine whether, and to what extent, they are entitled to such credit. U.S. Holders that do not elect to claim a foreign tax credit may instead claim a deduction for Israeli income taxes withheld, provided such U.S. Holders itemize their deductions.

Disposition of Shares

Except as provided under the PFIC rules described below, upon the sale, exchange or other disposition of our ordinary shares, a U.S. Holder will recognize capital gain or loss in an amount equal to the difference between such U.S. Holder’s tax basis for the ordinary shares and the amount realized on the disposition (or its U.S. dollar equivalent determined by reference to the spot rate of exchange on the date of disposition, if the amount realized is denominated in a foreign currency). The gain or loss realized on the sale or exchange or other disposition of ordinary shares will be long-term capital gain or loss if the U.S. Holder has a holding period of more than one year at the time of the disposition.

In general, gain realized by a U.S. Holder on a sale, exchange or other disposition of ordinary shares will generally be treated as U.S. source income for U.S. foreign tax credit purposes. A loss realized by a U.S. Holder on the sale, exchange or other disposition of ordinary shares is generally allocated to U.S. source income. However, U.S. Treasury regulations require such loss to be allocated to foreign source income to the extent specified dividends were received by the taxpayer within the 24-month period preceding the date on which the taxpayer recognized the loss. The deductibility of a loss realized on the sale, exchange or other disposition of ordinary shares is subject to limitations.

Medicare Contribution Tax

For taxable years beginning after December 31, 2012, U.S. Holders who are individuals, estates or trusts will generally be required to pay a new 3.8% Medicare tax on their net investment income (including dividends on and gains from the sale or other disposition of our ordinary shares), or in the case of estates and trusts on their net investment income that is not distributed. In each case, the 3.8% Medicare tax applies only to the extent the U.S. Holder’s total adjusted income exceeds applicable thresholds.

Passive Foreign Investment Companies

Special U.S. federal income tax laws apply to a U.S. Holder who owns shares of a corporation that was (at any time during the U.S. Holder’s holding period) a PFIC. We would be treated as a PFIC for U.S. federal income tax purposes for any tax year if, in such tax year, either:

75% or more of our gross income (including our pro rata share of gross income for any company, U.S. or foreign, in which we are considered to own 25% or more of the shares by value), in a taxable year is passive, or, the Income Test; or

At least 50% of our assets, averaged over the year and generally determined based upon value (including our pro rata share of the assets of any company in which we are considered to own 25% or more of the shares by value), in a taxable year are held for the production of, or produce, passive income, to the Asset Test.

As noted above, under “look-through” rules, the assets and income of some subsidiaries are taken into account in determining whether a foreign company meets the Income Test and/or the Asset Test.

For this purpose, passive income generally consists of dividends, interest, rents, royalties, annuities and income from certain commodities transactions and from notional principal contracts. Cash is treated as generating passive income.

If we are or become a PFIC, each U.S. Holder who has not elected to treat us as a qualified electing fund by making a “QEF election”, or who has not elected to mark the shares to market (as discussed below), would, upon receipt of certain distributions by us and upon disposition of our ordinary shares at a gain, be liable to pay U.S. federal income tax at the then prevailing highest tax rates on ordinary income plus interest on such tax, as if the distribution or gain had been recognized ratably over the taxpayer’s holding period for the ordinary shares. In addition, when shares of a PFIC are acquired by reason of death from a decedent that was a U.S. Holder, the tax basis of such shares would not receive a step-up to fair market value as of the date of the decedent’s death, but instead would be equal to the decedent’s basis if lower, unless all gain were recognized by the decedent. Indirect investments in a PFIC may also be subject to special U.S. federal income tax rules.

The PFIC rules described above would not apply to a U.S. Holder who makes a QEF election for all taxable years that such U.S. Holder has held the ordinary shares while we are a PFIC, provided that we comply with specified reporting requirements. Instead, each U.S. Holder who has made such a QEF election is required for each taxable year that we are a PFIC to include in income such U.S. Holder’s pro rata share of our ordinary earnings as ordinary income and such U.S. Holder’s pro rata share of our net capital gains as long-term capital gain, regardless of whether we make any distributions of such earnings or gain. In general, a QEF election is effective only if we make available certain required information. The QEF election is made on a shareholder-by-shareholder basis and generally may be revoked only with the consent of the IRS. Although we have no obligation to do so, we intend to provide the required information so that U.S. Holders can make QEF elections.

A U.S. Holder of PFIC shares which are traded on qualifying public markets, including the NASDAQ, can elect to mark the shares to market annually, recognizing as ordinary income or loss each year an amount equal to the difference as of the close of the taxable year between the fair market value of the PFIC shares and the U.S. Holder’s adjusted tax basis in the PFIC shares. Losses are allowed only to the extent of net mark-to-market gain previously included income by the U.S. Holder under the election for prior taxable years.

We believe that we were not a PFIC for our 2010 or 2011 taxable years and do not anticipate being a PFIC in 2011. The tests for determining PFIC status, however, are applied annually, and it is difficult to make accurate predictions of future income and assets which are relevant to this determination. Accordingly, there can be no assurance that we will not become a PFIC. U.S. Holders who hold ordinary shares during a period when we are a PFIC will be subject to the foregoing rules, even if we cease to be a PFIC, subject to specified exceptions for U.S. Holders who made a QEF or mark-to-market election. U.S. Holders are strongly urged to consult their tax advisors about the PFIC rules, including tax return filing requirements and the eligibility, manner, and consequences to them of making a QEF or mark-to-market election with respect to our ordinary shares in the event that we qualify as a PFIC.

Information Reporting and Withholding

A U.S. Holder may be subject to backup withholding (currently at a rate of 28%, but scheduled to increase to 31% for taxable years beginning after December 31, 2012) with respect to cash dividends and proceed from a disposition of ordinary shares. In general, back-up withholding will apply only if a U.S. Holder fails to comply with specified identification procedures. Backup withholding will not apply with respect to payments made to designated exempt recipients, such as corporations and tax-exempt organizations. Backup withholding is not an additional tax and may be claimed as a credit against the U.S. federal income tax liability of a U.S. Holder, provided that the required information is timely furnished to the IRS.

Under the Hiring Incentives to Restore Employment Act of 2010 (the “HIRE Act”), some payments made to “foreign financial institutions” in respect of accounts of U.S. stockholders at such financial institutions may be subject to withholding at a rate of 30%. IRS guidance indicates that final regulations will be issued that will provide that such withholding will only apply to distributions paid on or after January 1, 2014, and to other "withholdable payments" (including payments of gross proceeds from a sale or other disposition of our ordinary shares) made on or after January 1, 2015. U.S. Holders should consult their tax advisors regarding the effect, if any, of the HIRE Act on their ownership and disposition of our ordinary shares. See “—Non-U.S. Holders of Ordinary Shares.”

Non-U.S. Holders of Ordinary Shares

Except as provided below, an individual, corporation, estate or trust that is not a U.S. Holder generally will not be subject to U.S. federal income or withholding tax on the payment of dividends on, and the proceeds from the disposition of, our ordinary shares.

A non-U.S. Holder may be subject to U.S. federal income or withholding tax on a dividend paid on our ordinary shares or the proceeds from the disposition of our ordinary shares if: (1) such item is effectively connected with the conduct by the non-U.S. Holder of a trade or business in the United States or, in the case of a non-U.S. Holder that is a resident of a country which has an income tax treaty with the United States, such item is attributable to a permanent establishment or, in the case of gain realized by an individual non-U.S. Holder, a fixed place of business in the United States; (2) in the case of a disposition of our ordinary shares, the individual non-U.S. Holder is present in the United States for 183 days or more in the taxable year of the sale and other specified conditions are met; (3) the non-U.S. Holder is subject to U.S. federal income tax pursuant to the provisions of the U.S. tax law applicable to U.S. expatriates.

In general, non-U.S. Holders will not be subject to backup withholding with respect to the payment of dividends on our ordinary shares if payment is made through a paying agent, or office of a foreign broker outside the United States. However, if payment is made in the United States or by a U.S. related person, non-U.S. Holders may be subject to backup withholding, unless the non-U.S. Holder provides on an applicable Form W-8 (or a substantially similar form) a taxpayer identification number, certifies to its foreign status, or otherwise establishes an exemption. A U.S. related person for these purposes is a person with one or more current relationships with the United States.

The amount of any backup withholding from a payment to a non-U.S. Holder will be allowed as a credit against such holder’s U.S. federal income tax liability and may entitle such holder to a refund, provided that the required information is timely furnished to the IRS.

The HIRE Act may impose withholding taxes on some types of payments made to “foreign financial institutions” and some other non-U.S. entities. Under the HIRE Act, the failure to comply with additional certification, information reporting and other specified requirements could result in withholding tax being imposed on payments of dividends and sales proceeds to U.S. Holders that own ordinary shares through foreign accounts or foreign intermediaries and specified non-U.S. Holders. The HIRE Act imposes a 30% withholding tax on dividends on, and gross proceeds from the sale or other disposition of, ordinary shares paid from the United States to a foreign financial institution or to a foreign nonfinancial entity, unless (1) the foreign financial institution undertakes specified diligence and reporting obligations or (2) the foreign nonfinancial entity either certifies it does not have any substantial U.S. owners or furnishes identifying information regarding each substantial U.S. owner. In addition, if the payee is a foreign financial institution, it generally must enter into an agreement with the U.S. Treasury that requires, among other things, that it undertake to identify accounts held by specified U.S. persons or U.S.-owned foreign entities, annually report certain information about such accounts, and withhold 30% on payments to other specified account holders. IRS guidance indicates that final regulations will be issued that will provide that such withholding will only apply to distributions paid on or after January 1, 2014, and to other "withholdable payments" (including payments of gross proceeds from a sale or other disposition of our ordinary shares) made on or after January 1, 2015. You should consult your tax advisor regarding the HIRE Act.

Taxation of our U.S. Subsidiaries

The following summary describes our organizational structure in the United States and the applicable income taxes.

We operate in the United States through several corporations. Retalix Holdings, Inc., referred to as Retalix USA Holdings, is the U.S. parent, which is wholly-owned by Retalix Ltd. Retalix USA Holdings owns 100% of the stock of several U.S. corporations: Retalix USA Inc.; RCS; and two U.S. limited liability companies, StoreNext USA and MTXEPS LLC. StoreNext USA and MTXEPS are disregarded as entities separate from its owner for U.S. federal income tax purposes. As such, all of StoreNext USA’s and MTXEPS’s results are included in Retalix USA Holdings’ U.S. federal income tax return. Retalix USA Holdings and its wholly-owned subsidiaries have elected to file U.S. federal income tax returns on a consolidated basis. The combined U.S. federal and state income tax rates applicable to Retalix USA Holdings and its subsidiaries are 37% to 40%. Retalix USA Holdings and its subsidiaries are subject to the same U.S. federal income tax rates on capital gain income. Each of Retalix USA Holdings and its subsidiaries are subject to state income/franchise taxes in the states in which they do business. Depending on each state’s requirements, taxes may be imposed on a consolidated, combined or separate company basis. State taxes are imposed on the U.S. taxable income at an approximate rate of 6% after the U.S. federal tax benefit of deducting those state income taxes.

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Israeli Taxation

The following summary describes the current tax structure applicable to companies in Israel, with special reference to its effect on us. It also discusses Israeli tax consequences material to persons purchasing our ordinary shares. To the extent that the summary is based on new tax legislation yet to be judicially or administratively interpreted, we cannot be sure that the views expressed will accord with any future interpretation. The summary is not intended, and should not be construed, as specific professional advice and does not exhaust all possible tax considerations. Accordingly, you should consult your tax advisor as to the particular tax consequences of an investment in our ordinary shares.

General Corporate Tax Structure

Israeli companies are generally subject to corporate tax at the rate of 26% for the 2009 tax year, 25% for the 2010 tax year and 24% for the 2011 tax year. Following an amendment to the Israeli Income Tax Ordinance [New Version], 1961, or the Tax Ordinance, which came into effect on January 1, 2012, the Corporate Tax rate is scheduled to remain at the rate of 25% for future tax years. Israeli companies are generally subject to capital gains tax at the corporate tax rate. However, the effective tax rate payable by a company that derives income from an Approved Enterprise may be considerably less, as further discussed below.

Law for the Encouragement of Capital Investments, 1959

The Law for the Encouragement of Capital Investments, 1959, or the Investments Law, as in effect prior to 2005, provided that upon application to the Investment Center of the Israeli Ministry of Industry (“the Investment Center”), Trade and Labor, a proposed capital investment in eligible facilities may be designated as an Approved Enterprise. See the discussion below regarding an amendment to the Investments Law that came into effect in 2005 and a reform of the Investments Law that came into effect in 2011.

Each certificate of approval for an Approved Enterprise relates to a specific investment program delineated both by its financial scope, including its capital sources, and by its physical characteristics, such as the equipment to be purchased and utilized under the program. The tax benefits derived from any certificate of approval relate only to taxable income derived from growth in manufacturing revenues attributable to the specific Approved Enterprise. If a company has more than one approval or only a portion of its capital investments are approved, its effective tax rate is the result of a weighted combination of the applicable rates. The tax benefits under the law are not available for income derived from products developed and manufactured outside of Israel.

Taxable income of a company derived from an Approved Enterprise is subject to tax at the maximum rate of 25% for the benefit period. This period is ordinarily seven years beginning with the year in which the Approved Enterprise first generates taxable income, and is limited to 12 years from the Year of Operation or 14 years from the start of the tax year in which the approval was obtained, whichever is earlier. A company owning an Approved Enterprise may elect to receive an alternative package of benefits, which allows the company to receive tax exemptions rather than grants. Under the alternative package, the company’s undistributed income derived from an Approved Enterprise will be exempt from tax for a period of between two and ten years from the first year of taxable income, depending on the geographic location of the Approved Enterprise within Israel, and the company will be eligible for the tax benefits under the law for the remainder of the benefit period.

After expiration of the initial tax exemption period, the company is eligible for a reduced corporate tax rate of 10% to 25% for the following five to eight years, depending on the extent of foreign investment in the company (as shown in the table below). The determination of foreign ownership is made on the basis of the lowest level of foreign ownership during the tax year. A company in which more than 25% of the shareholders are non-residents of Israel , defined in the Investment Law as a Foreign Investors Company, may be eligible for benefits for an extended period of up to ten years.

The reduced tax rates and the Tax Exemption Period which apply for the company as described below, are related to a Company located in Development Zone C.

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Percent of Foreign Ownership		Rate of Reduced Tax	Reduced Tax Period	Tax Exemption Period

	0-25%	25%	5 years	2 years
	25-49%	25%	8 years	2 years
	49-74%	20%	8 years	2 years
	74-90%	15%	8 years	2 years
	90-100%	10%	8 years	2 years

The benefits available to an Approved Enterprise are conditional upon compliance with the conditions stipulated in the Investments Law and related regulations and the criteria described in the specific certificate of approval. If a company violates these conditions, in whole or in part, it may be required to refund all or a portion of its tax benefits and any grants received, with interest and adjustments for inflation based on the Israeli consumer price index. These conditions include:

adhering to the business plan contained in the application to the Investment Center;

continuing operations in the relevant geographic area at least 7 years starting the year of operation;

financing at least 30% of the investment in property, plant and equipment with the proceeds of the sale of shares;

reporting immediately of any material change to the company's business, operations, results and ability to perform the Approved Enterprise;

filing regular reports with the Investment Center with respect to the Approved Enterprise;

obtaining the approval of the Investment Center for changes in the ownership of a company;

complying with Israeli intellectual property laws; and

obtaining the approval of the Investment Center for changes in the approved plan as originally presented.

A portion of our production facilities has been granted the status of Approved Enterprise. Income arising from our Approved Enterprise facilities is tax-free under the alternative package of benefits described above (for the first 2 years) and entitled to reduced tax rates (for the next five to years). We have derived, a substantial portion of our income from our Approved Enterprise facilities.

If a company distributes dividends from tax-exempt Approved Enterprise income, the company will be taxed on the otherwise exempt income at the same reduced corporate tax rate that applies to it after the initial exemption period. Distribution of dividends derived from Approved Enterprise income that was taxed at reduced rates, but not tax exempt, does not result in additional tax consequences to the company. Shareholders who receive dividends derived from Approved Enterprise income are generally taxed at a rate of 15% (unless the tax treaty between Israel and the recipient domicile states differently), which is withheld and paid by the company paying the dividend, if the dividend is distributed during the benefits period or within the following 12 years (but the 12-year limitation does not apply to a Foreign Investors Company). We are not obliged to distribute exempt retained profits under the alternative package of benefits, and may generally decide from which source of income to declare dividends. We currently intend to reinvest the amount of our tax-exempt income and not to distribute such income as a dividend.

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Amendment of the Investments Law - 2005

On April 1, 2005, an amendment to the Investments Law came into effect, which revised the criteria for investments qualified to receive tax benefits. An eligible investment program under the alternative package of benefits will qualify for benefits as a Benefited Enterprise (rather than the previous terminology of Approved Enterprise) if it is an industrial facility (as defined in the Investments Law) that will contribute to the economic independence of the Israeli economy and is a competitive facility that contributes to the Israeli gross domestic product. Among other things, the amendment provides tax benefits to both local and foreign investors and simplifies the approval process – the Benefited Enterprise routes do not necessarily require pre-approval by the Investment Center. A company wishing to receive the tax benefits afforded to a Benefited Enterprise is required to select the tax year from which the period of benefits under the Investment Law are to commence by simply notifying the Israeli Tax Authority on the date on which it is obligated to file its tax return for such year or within 12 months of the end of that year, the earlier. In order to be recognized as owning a Benefited Enterprise, a company is required to meet a number of conditions set forth in the amendment, including making a minimum investment in manufacturing assets for the Benefited Enterprise.

Pursuant to the amendment, a company with a Benefited Enterprise is entitled to certain tax benefits, provided that no more than 12 years have passed since the beginning of the year of election under the Investments Law. The tax benefits granted to a Benefited Enterprise are determined, as applicable to us, as described below:

Similar to the currently available alternative route, exemption from corporate tax on undistributed income for a period of two to ten years, depending on the geographic location of the Benefited Enterprise within Israel, and a reduced corporate tax rate of 10% to 25% for the remainder of the benefits period, depending on the level of foreign investment in each year. Benefits may be granted for a term of from seven to ten years, depending on the level of foreign investment in the company. If the company pays a dividend out of income derived from the Benefited Enterprise during the tax exemption period, such income will be subject to corporate tax at the applicable rate (usually, 10%-25%). The company is required to withhold tax at the source at a rate of 15% from any dividends distributed from income derived from the Benefited Enterprise.

Generally, a company that is Abundant in Foreign Investment (as defined in the Investments Law) is entitled to an extension of the benefits period by an additional five years, depending on the rate of its income that is derived in foreign currency.

The amendment changes the definition of “foreign investment” in the Investments Law so that the definition also includes the purchase of shares of a company from another shareholder, provided that the company’s outstanding and paid-up share capital exceeds NIS 5 million. Such changes to the aforementioned definition are retroactive to 2003.

The amendment will apply to programs in which the year of election under the Investments Law is 2004 or later, unless such programs received Approved Enterprise approval from the Investment Center on or prior to March 31, 2005, in which case the amendment provides that the terms and benefits included in any certificate of approval already granted will remain subject to the provisions of the law as they were on the date of such approval. The Company has elected each of the years 2005 and 2009 as its year of election.

Reform of the Investments Law - 2011

On December 29, 2010, the Israeli parliament approved an amendment to the Investments Law, effective as of January 1, 2011, which constitutes a reform of the incentives regime under such law. This amendment revises the objectives of the Investments Law to focus on achieving enhanced growth in the business sector, improving the Israeli industry’s competitiveness in international markets and creating employment and development opportunities in remote areas of Israel. The amendment allows enterprises meeting certain required criteria to enjoy grants as well as tax benefits. The amendment also introduces certain changes to the map of geographic development areas for purposes of the Investments Law, which will take effect in future years.

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The amendment generally abolishes the previous tax benefit routes that were afforded under the Investments Law, specifically the tax-exemption periods previously allowed, and introduces new tax benefits for industrial enterprises meeting the criteria of the law, which include the following:

A reduced corporate tax rate for industrial enterprises, provided that more than 25% of their annual income is derived from export, which will apply to the enterprise’s entire preferred income so that in the tax years 2011-2012 the reduced tax rate will be 10% for preferred income derived from industrial facilities located in development area A and 15% for those located elsewhere in Israel, in the tax years 2013-2014 the reduced tax rate will be 7% for development area A and 12.5% for the rest of Israel, and in the tax year 2015 and onwards the reduced tax rate will be 6% for development area A and 12% for the rest of Israel.

The reduced tax rates will no longer be contingent upon making a minimum qualifying investment in productive assets.

A definition of “preferred income” was introduced into the Investments Law to include certain types of income that are generated by the Israeli production activity of a preferred enterprise.

A reduced dividend withholding tax rate of 15% will apply to dividends paid from preferred income to both Israeli and non-Israeli investors, with an exemption from such withholding tax applying to dividends paid to an Israeli company.

A special tax benefits route will be granted to certain industrial enterprises entitling them to a reduced tax rate of 5% for preferred income derived from industrial facilities located in development area A and 8% for those located elsewhere in Israel, provided certain threshold requirements are met and such enterprise can demonstrate its significant contribution to Israel’s economy and promotion of national market objectives.

The amendment will generally apply to preferred income produced or generated by a Preferred Company (as defined in the Investments Law) commencing from January 1, 2011. The amendment provides various transition provisions which allow, under certain circumstances, to apply the new regime to investment programs previously approved or elected under the Investments Law in its previous form. Although this recent amendment took effect on January 1, 2011, the transitional provisions of its adoption also allow the company to defer its adoption to future years.

Tax Benefits for Research and Development

Israeli tax law allows, under specific conditions, a tax deduction in the year incurred for expenditures, including capital expenditures in scientific research and development projects, if the expenditures are approved by the relevant Israeli government ministry and the research and development is for the promotion of the enterprise. Such of research and development expenditures not so approved are deductible over a three-year period.

Law for the Encouragement of Industry (Taxes), 1969

According to the Law for the Encouragement of Industry (Taxes), 1969, an industrial company is a company resident in Israel, at least 90% of the income of which, in a given tax year, determined in Israeli currency exclusive of income from capital gains, interest, direct real estate tax and dividends, is derived from an industrial enterprise owned by it. An industrial enterprise is defined as an enterprise whose primary activity in a given tax year is industrial production activity. We believe that we currently qualify as an industrial company under this definition.

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Under the law, industrial companies are entitled to the following preferred corporate tax benefits:

Deduction of costs related to the issuance of shares on a stock market over a three-year period for tax purposes;

Amortization of the cost of purchased know-how and patents which are used for the development or advancement of the company over an eight-year period for tax purposes;

The option to file a consolidated tax return with related Israeli industrial companies that satisfy conditions described in the law; and

Accelerated depreciation rates on equipment and buildings.

Our status as an industrial company is not contingent upon the receipt of prior approval from any governmental authority. However, entitlement to certain benefits under the law is conditioned upon receipt of approval from Israeli tax authorities. Also, the Israeli tax authorities may determine that we do not qualify as an industrial company, which would entail the loss of the benefits that relate to this status. In addition, we might not continue to qualify for industrial company status in the future, in which case the benefits described above might not be available to us in the future.

Israeli Transfer Pricing Regulations

On November 29, 2006, Income Tax Regulations (Determination of Market Terms), 2006, promulgated under Section 85A of the Tax Ordinance, came into force. Accordingly, all cross-border transactions carried out between related parties must be conducted on an arm’s length principle basis and will be taxed accordingly.

Capital Gains Tax Applicable to Resident and Non-Resident Shareholders

Israeli law generally imposes a capital gains tax on the sale of capital assets located in Israel, including shares in Israeli resident companies, by both residents and non-residents of Israel, unless a specific exemption is available or unless a treaty between Israel and the country of the non-resident provides otherwise. The law distinguishes between real gain and inflationary surplus. The inflationary surplus is a portion of the total capital gain that is equivalent to the increase of the relevant asset’s purchase price which is attributable to the increase in the Israeli consumer price index or, in certain circumstances, a foreign currency exchange rate, between the date of purchase and the date of sale. The real gain is the excess of the total capital gain over the inflationary surplus.

As of January 1, 2012, the tax rate generally applicable to capital gains derived from the sale of shares, whether listed on a stock market or not, is 25% for Israeli individuals, unless such individual is considered a “significant shareholder” at any time during the 12-month period preceding such sale (i.e., such shareholder holds directly or indirectly, including with others, at least 10% of any means of control in the company), in which case the tax rate will be 30%. Israeli resident companies are subject to tax on capital gains derived from the sale of listed shares at the regular corporate tax rate. However, the foregoing tax rates will not apply to: (i) dealers in securities; and (ii) shareholders who acquired their shares prior to an initial public offering (that may be subject to a different tax arrangement).

Non-Israeli residents are exempt from Israeli capital gains tax on any gains derived from the sale of shares publicly traded on the TASE, provided such gains did not derive from a permanent establishment of such shareholders in Israel, and are exempt from Israeli capital gains tax on any gains derived from the sale of shares of Israeli companies publicly traded on a recognized stock market outside of Israel (including Nasdaq), provided however that such shareholders did not acquire their shares prior to an initial public offering and that such capital gains are not derived from a permanent establishment in Israel. However, non-Israeli corporations will not be entitled to such exemption if Israeli residents (i) have a controlling interest of 25% or more in such non-Israeli corporation, or (ii) are the beneficiaries of or are entitled to 25% or more of the revenues or profits of such non-Israeli corporation, whether directly or indirectly.

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In certain instances where our shareholders may be liable to Israeli tax on the sale of their ordinary shares, the payment of the consideration may be subject to the withholding of Israeli tax at the source.

In addition, under the convention between the United States and Israel concerning taxes on income, as amended, or the U.S.-Israel Tax Treaty, generally, Israeli capital gains tax will not apply to the sale, exchange or disposition of shares by a person who holds the shares as a capital asset and who qualifies as a resident of the United States within the meaning of the U.S.-Israel Tax Treaty, and who is entitled to claim the benefits available under the U.S.-Israel Tax Treaty. However, this exemption will not apply if (i) the treaty U.S. resident holds, directly or indirectly, shares representing 10% or more of our issued voting power during any part of the 12-month period preceding the sale, exchange or disposition, subject to specified conditions, or (ii) the capital gains from such sale, exchange or disposition can be allocated to a permanent establishment in Israel. In this case, the sale, exchange or disposition would be subject to Israeli tax, to the extent applicable. However, under the U.S.-Israel Tax Treaty, the treaty U.S. resident would be permitted to claim a credit for the taxes against the U.S. federal income tax imposed on the sale, exchange or disposition, subject to the limitations in U.S. laws applicable to foreign tax credits. The U.S.-Israel Tax Treaty does not relate to U.S. state or local taxes.

Taxation of Dividends Applicable to Shareholders

Taxation of Israeli Shareholders

Israeli resident individuals are generally subject to Israeli income tax on the receipt of dividends paid on our ordinary shares, other than bonus shares (share dividends) or stock dividends, at the rate of 20%, or 25% for a shareholder that is considered a significant shareholder (within the meaning of the Israeli Income Tax Ordinance, which is a shareholder that holds directly or indirectly, including with others, at least 10% of any means of control in the company) at any time during the 12-month period preceding such distribution. Dividends paid on our ordinary shares to Israeli companies are exempt from such tax, except for dividends distributed from income derived outside of Israel, which are subject to the 25% tax rate.

Taxation of Non-Israeli Shareholders

Non-residents of Israel are subject to Israeli income tax on income accrued or derived from sources in Israel, including passive income such as dividends. As of January 1, 2012, on distributions of dividends by an Israeli company to non Israeli shareholders, other than bonus shares and stock dividends, income tax is applicable at the rate of 25%, or 30% for a shareholder that is considered a significant shareholder at any time during the 12-month period preceding such distribution, unless a different rate is provided in a treaty between Israel and the shareholder’s country of residence. As aforesaid, dividends of income generated by an Approved Enterprise (or Benefited Enterprise) are subject to withholding tax at a rate of 15%.

Under the U.S.-Israel Tax Treaty, the maximum tax on dividends paid to a holder of shares who is a treaty U.S. resident is 25%, or 15% if the dividends are generated by an Approved Enterprise (or Benefited Enterprise). However, if the income out of which the dividend is being paid is not attributable to an Approved Enterprise (or Benefited Enterprise) and not more than 25% of our gross income consists of interest or dividends, then such tax rate is reduced to 12.5% for a non-resident that is a U.S. corporation and holds 10% or more of our issued voting power during the part of the tax year that precedes the date of payment of the dividend and during the whole of its prior tax year.

F. Dividends and Paying Agents

Not applicable.

106

G. Statements by Experts

Not applicable.

H. Documents on Display

We are subject to the informational requirements of the Exchange Act applicable to foreign private issuers and fulfill the obligations with respect to such requirements by filing reports with the SEC. You may read and copy any document we file with the SEC without charge at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. Copies of such material may be obtained by mail from the Public Reference Branch of the SEC at such address, at prescribed rates. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Certain of our SEC filings are also available to the public at the SEC’s website at http://www.sec.gov.

As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as United States companies whose securities are registered under the Exchange Act. We furnish to the SEC quarterly reports on Form 6-K containing unaudited financial information after the end of each of the first three quarters.

I. Subsidiary Information

Not applicable.

ITEM 11 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risks relating to our operations may result primarily from weak economic conditions in the markets in which we sell our products and from changes in exchange rates or in interest rates. The Company's risk management strategy includes the use of derivative financial instruments to reduce the volatility of earnings and cash flows associated with changes in foreign currency exchange rates. ASC 815, "Derivatives and Hedging", or ASC 815, requires the Company to recognize all of its derivative instruments as either assets or liabilities on the balance sheet at fair value.

During 2011 and 2010, due to the increased volatility in the exchange rate of the various currencies that are relevant to our business against the dollar, we increased our use of foreign currency forward contracts and zero cost cylinder contracts for conversion of Australian dollars, British Pounds, Euros and NIS into dollars. Most of these contracts were rolled over a few times since their original closure in recent years.

As of December 31, 2011, we had forty five open contracts, not designated for hedging, for the conversion of such foreign currencies into a total of approximately $16.7 million, the fair value of which as of December 31, 2011 was $483,000. The $483,000 amount reflects the estimated amounts that we would pay to terminate the contracts at the reporting date and which was charged to financial expenses. As of December 31, 2010, we had fifty six open contracts of this nature for the conversion of such foreign currencies into a total of approximately $26.3 million, the fair value of which as of December 31, 2010 was $481,000.

Starting in the fourth quarter of 2010, we entered into derivative instrument arrangements to hedge a portion of anticipated NIS payroll payments. These derivative instruments are designated as cash flow hedges, as defined by ASC 815. For derivative instruments that are designated and qualify as a cash flow hedge (i.e., hedging the exposure to variability in expected future cash flows that is attributable to a particular risk), the effective portion of the gain or loss on the derivative instrument is reported as a component of accumulated other comprehensive income (loss) and reclassified into earnings in the line item associated with the hedged transaction in the period or periods during which the hedged transaction affects earnings. The remaining gain or loss on the derivative instrument in excess of the cumulative change in the present value of future cash flows of the hedged item, if any, is recognized in financial income/expense in the period of change.

107

The effect of derivative instruments designated as cash flow hedging relationships on other comprehensive income (loss) for the year ended December 31, 2011 amounted to ($425,000).

As of December 31, 2011, we had the following open foreign currency forward contracts and zero cost cylinders, all of up to twelve months in term and maturing between January to December 2012:

Sell	Buy
In millions	In millions	Transaction date	Forward date

US Dollar 4.8	NIS 18.0	September-December 2011	January-March 2012
NIS 9.7	$ 2.5	December 2011	January 2012
Euro 6.2	$ 8.4	August-December 2011	January-September 2012
Australian dollar 3.3	$ 3.3	August-December 2011	January-September 2012
British pounds 3.5	$ 5.5	August-December 2011	January-September 2012
US Dollar $27.7	NIS 104.3	September-December 2011	January-November 2012
NIS 104.3	$ 27.7	September-December 2011	January-November 2012

The fair value of these outstanding contracts as of December 31, 2011 reflects an asset in the amount of $0.8 million and a liability of $0.7 million.

Other than foreign exchange derivative financial instruments as described above, we do not use derivative financial instruments in our investment portfolio.

108

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, 2011.

(In thousands, except percentages)

		Maturity and available for sale								Total book value				Total fair value
		2012				2020-36
Corporate securities held to maturity bearing fixed	Book value		$	9			$	199			$	208			$	208
interest rate (1)	WAYM *			13.36	%			3.23	%			3.67	%			3.67	%
Marketable Securities (1)	Book value						$	830			$	830			$	830
	WAY**							5.42	%			5.42	%			5.42	%
Dollar linked money market funds and deposits (2)	Book value		$	114,260								114,260				114,260
	WAIR***			2.17	%							2.17	%			2.17	%
NIS linked Deposits (2)	Book value		$	10,856							$	10,856			$	10,856
	WAIR***			1.64	%							1.64	%			1.64	%
British pounds linked Deposits (2)	Book value		$	1,986							$	1,986			$	1,986
	WAIR***			0.00	%							0.00	%			0.00	%
Euro linked deposits (2)	Book value		$	3,859							$	3,859			$	3,859
	WAIR***			0.00	%							0.00	%			0.00	%
Australian dollars linked deposits (2)	Book value		$	3,582							$	3,582			$	3,582
	WAIR***			4.71	%							4.71	%			4.71	%
Japanese Yen linked deposits (2)	Book value		$	93							$	93			$	93
	WAIR***			0.00	%							0.00	%			0.00	%
South Africa Rand linked deposits (2)	Book value		$	8							$	8			$	8
	WAIR***			0.00	%							0.00	%			0.00	%
Total	Book value		$	134,653			$	1,029			$	135,682			$	135,682
	WAY****			2.10	%			5.00	%			2.12	%			2.12	%

*	Weighted average yield to maturity
**	Weighted average yield as per the performance of 2011
***	Weighted average interest rate
****	Weighted average yield
(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.

109

Foreign Currency Risk

The majority of our revenues is denominated in U.S. Dollars 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, but some of our revenues are generated in other currencies such as NIS, British Pounds, Australian Dollars or Euros. As a result, some of our financial assets are denominated in these currencies, and fluctuations in these currencies could adversely affect our financial results. A considerable amount of our expenses are generated in dollars or in dollar-linked currencies, but a significant portion of our expenses such as salaries or hardware costs are generated in other currencies such as NIS, British Pounds, Australian Dollars or Euros. In addition to our operations in Israel, we are expanding our international operations. Accordingly, we incur and expect to continue to incur additional expenses in non-dollar currencies. As a result, some of our financial liabilities are denominated in these non-dollar currencies. In addition, some of our bank credit is linked to these non-dollar currencies. Most of the time, our non-dollar assets are not totally offset by non-dollar liabilities. Due to the foregoing and to the fact that our financial results are measured in dollars, our results could be adversely affected as a result of a strengthening or weakening of the dollar compared to these other currencies. During 2011, 2010 and 2009 we incurred net non-dollar currency loss of $187,000, gain of $375,000 and loss of $1,054,000, respectively.

We hold most of our financial assets in dollar or dollar linked investment channels. In addition, we may, from time to time, 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, 2011:

(in thousands)

Currency	Israeli currency		Other non-dollar currency

Assets	$	28,582	$	29,911
Liabilities	$	(25,254)	$	(11,906)

Interest Rate Risk

All of our cash reserves and borrowings are subject to interest rate changes, and therefore our interest expenses and income are sensitive to changes in interest rates. Most of our financial reserves are term interest-bearing deposits. The interest rates on these deposits are based on various factors, such as currency and region. The interest rate on our borrowings is linked to LIBOR, which fluctuates. However, the amount of borrowings that we have that is linked to LIBOR is not material to us as a whole, and therefore our exposure to fluctuations in LIBOR rate is not material as well.

The policies under which our exposures to currency and interest rate fluctuations are managed are reviewed and supervised by the investment committee of our board of directors. We manage these exposures by performing ongoing evaluations on a timely basis and revising our strategy as the need arises.

ITEM 12 – DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

We do not have any outstanding American Depositary Shares or American Depositary Receipts.

PART II

ITEM 13 – DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.

110

ITEM 14 – MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

None.

ITEM 15 – CONTROLS AND PROCEDURES

Disclosure controls and procedures

As of December 31, 2011, we performed an evaluation under the supervision and with the participation of our management including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act). Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. There can be no assurance that our disclosure controls and procedures will detect or uncover all failures of persons within Retalix to disclose material information otherwise required to be set forth in our reports. Nevertheless, our disclosure controls and procedures are designed to provide reasonable assurance of achieving the desired control objectives. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at a reasonable level of assurance as of December 31, 2011.

Management’s Annual Report on Internal Control over Financial Reporting

Our management, under the supervision of our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over our financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we assessed the effectiveness of our internal control over financial reporting as of December 31, 2011 based on the framework for Internal Control-Integrated Framework set forth by The Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, our management concluded that as of December 31, 2011, our internal control over financial reporting was effective.

Attestation report of the registered public accounting firm

Kesselman & Kesselman, a member of PricewaterhouseCoopers International Limited, the independent registered public accounting firm that audited our 2011 consolidated financial statements included in this annual report, has issued an attestation report on our internal control over financial reporting. The report appears elsewhere herein.

111

Changes in internal control over financial reporting

We have continued implementing our ERP software system on a company-wide basis to replace our various legacy systems as part of a multi-year program. During 2009, 2010 and 2011, we implemented several significant modules of the ERP system at our principal offices. The implementation of the ERP system represented a change in our internal control over financial reporting. Therefore, as appropriate, as part of our initial roll-out to principal offices, we modified the design and documentation of internal control processes and procedures relating to the implementation of the new system to supplement and complement existing internal control over financial reporting. We performed a design, documentation and testing of internal control processes and procedures relating to the new system relative to our evaluation of our internal control over financial reporting as of December 31, 2011. The initial roll-out focused on implementation of basic system functionality, and as such, we have maintained many of our manual processes and procedures. We believe that over time the new ERP system will strengthen and enhance our internal control over financial reporting as additional phases are implemented. However, there are inherent risks in implementing any new system that could impact our financial reporting.

Except as described above, there were no changes in internal control over financial reporting that occurred during the most recent fiscal year that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

Our board of directors determined that Messrs. Gur Shomron and Robert A. Minicucci, both members of our audit committee, are audit committee financial experts, as defined under the Exchange Act Rules, and are independent in accordance with applicable Exchange Act rules and Nasdaq Rules. The relevant experience of each of them is summarized in Item 6A-"Directors and Senior Management".

ITEM 16B. CODE OF ETHICS

Our board of directors has adopted a Code of Ethics, which applies to all of our employees, in house contractors, agents, officers and directors, including our Chief Executive Officer and Chief Financial Officer. On February 28, 2012, our Board approved various amendments to the code, including introduction of Foreign Corrupt Practices Act (FCPA) related provisions regarding gifts, payment and amenities to government officials and other third parties business partners and provisions regarding protection of our assets (protection of both confidential and proprietary information and physical assets), privacy, health and safety provisions and other provisions. We will provide a copy of our Code of Ethics, free of charge, to any person who requests one. Such requests may be sent to our offices at 10 Zarhin Street, Ra’anana, Israel, Attention: General Counsel.

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Kesselman & Kesselman, a member of PricewaterhouseCoopers International Limited, serves as our principal independent registered public accounting firm. The following table presents the aggregate fees for professional audit services and other services rendered by our principal independent registered public accounting firm in 2010 and 2011:

	Year Ended December 31, (U.S. $ in thousands)
	2010		2011

Audit Fees		750		750
Audit Related Fees		87		34
Tax Fees		50		50
Other Fees		117		49
Total	$	1,004	$	883

112

“Audit Fees” are the aggregate fees billed for the audit of our annual financial statements. This category also includes services that generally the independent registered public accounting firm provides, such as statutory audits including audits required by the Office of the Chief Scientist and other Israeli government institutes, consents and assistance with and review of documents filed with the SEC.

“Audit-Related Fees” are the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit and are not reported under Audit Fees. These fees include mainly accounting consultations regarding the accounting treatment of matters that occur in the regular course of business, implications of new accounting pronouncements, due diligence related to acquisitions and other accounting issues that occur from time to time.

“Tax Fees” are the aggregate fees billed for professional services rendered for tax compliance and tax advice, other than in connection with the audit. Tax compliance involves preparation of original and amended tax returns, tax planning and tax advice.

“Other Fees” are the aggregate fees billed for professional services rendered for accounting processes and procedure review other than in connection with the audit.

Our audit committee has adopted a pre-approval policy for the engagement of our independent registered public accounting firm to perform certain audit and non-audit services. Pursuant to this policy, which is designed to assure that such engagements do not impair the independence of our auditors, the audit committee pre-approves on a specific basis non-audit services in the categories of Audit-Related Services and Tax Services and other services that may be performed by our independent registered public accounting firm, and the maximum pre-approved fees that may be paid as compensation for each pre-approved service in those categories. Any proposed services exceeding the maximum pre-approved fees require specific approval by the audit committee.

With respect to each pre-approved service actually requested to be provided, an executive officer is required to notify the audit committee in writing and state whether, in the executive officer’s view, the provision of such service by the outside auditor would impair its independence. The audit committee has the ultimate authority to determine which services to pre-approve.

ITEM 16D. EXEMPTION FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

None.

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

None.

ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

None.

113

ITEM 16G. CORPORATE GOVERNANCE

The following are the significant ways in which our corporate governance practices differ from those followed by domestic companies under the Nasdaq Rules:

Shareholder Approval. Although the Nasdaq Rules generally require shareholder approval of equity compensation plans and material amendments thereto, we follow Israeli practice, which is to have such plans and amendments approved only by the board of directors, unless such arrangements are for the compensation of directors, in which case they also require the approval of the audit committee and the shareholders.

In addition, rather than follow the Nasdaq Rules requiring shareholder approval for the issuance of securities in certain circumstances, we follow Israeli law, under which a private placement of securities requires approval by our board of directors and shareholders if it will cause a person to become a controlling shareholder (generally presumed at 25% ownership) or if:

the securities issued amount to 20% or more of our 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 shareholder that holds 5% or more of our outstanding share capital or voting rights or that it will cause any person to become, as a result of the issuance, a holder of more than 5% of our outstanding share capital or voting rights.

Shareholder Quorum. While the Nasdaq Rules requires a quorum for shareholder meetings of at least 33-1/3% of our outstanding ordinary shares, we follow Israeli practice, which requires two or more shareholders holding 25% or more of our outstanding voting power. If there is no quorum within half an hour of the time set for the shareholder meeting, the meeting is postponed until the following week, or any other time that the chairman of the board of directors and the shareholders present agree to. At the postponed meeting, any two shareholders present in person or by proxy will constitute a quorum.

Annual Reports. While the Nasdaq Rules generally require that companies send an annual report to shareholders prior to the annual general meeting, we follow the generally accepted business practice for companies in Israel. Specifically, we file annual reports on Form 20-F, which contain financial statements audited by an independent accounting firm, electronically with the SEC and post a copy on our website.

ITEM 16H. MINE SAFETY DISCLOSURE

Not applicable.

114

PART III

ITEM 17 – FINANCIAL STATEMENTS

We have responded to Item 18 in lieu of this item.

ITEM 18 – FINANCIAL STATEMENTS

The Financial Statements required by this item are found at the end of this annual report, beginning on page F-1.

ITEM 19 – EXHIBITS

(a)	Financial Statements

1. Reports of Independent Registered Public Accounting Firm

2. Consolidated Balance Sheets

3. Consolidated Statements of Income

4. Statements of Changes in Shareholders’ Equity

5. Consolidated Statements of Cash Flows

6. Notes to Consolidated Financial Statements

(b)

Exhibits

Exhibit No.	Exhibit

1.1	Memorandum of Association of Registrant, as amended (previously filed on June 15, 2010 as exhibit 1.1 to Retalix's annual report on Form 20-F for the fiscal year ended December 31, 2009 and incorporated herein by reference).

1.2	Articles of Association of Registrant, as amended on September 26, 2011.

4.1	Second 1998 Share Option Plan, as amended (previously filed on July 2, 2008 as exhibit 4.3 to Retalix's annual report on Form 20-F for the fiscal year ended December 31, 2007 and incorporated herein by reference).

4.2	2004 Israeli Share Option Plan, as amended (previously filed on July 2, 2008 as exhibit 4.4 to Retalix's annual report on Form 20-F for the fiscal year ended December 31, 2007 and incorporated herein by reference).

4.3	2009 Share Incentive Plan, as amended (previously filed on April 14, 2011 as exhibit 4.3 to Retalix's annual report on Form 20-F for the fiscal year ended December 31, 2010, and incorporated herein by reference).

4.4	Form of Warrant issued to members of the Alpha Group on November 19, 2009 (previously filed on June 15, 2010 as exhibit 4.7 to Retalix's annual report on Form 20-F for the fiscal year ended December 31, 2009 and incorporated herein by reference).

115

4.5	Management Services Agreement, dated as of November 19, 2009, among Retalix Ltd. and Boaz Dotan, Eli Gelman, Nehemia Lemelbaum, Avinoam Naor, Mario Segal and M.R.S.G. (1999) Ltd. (previously filed on September 21, 2009 as exhibit 99.1(c) to Retalix's Form 6-K and incorporated herein by reference).

4.6	Registration Rights Agreement, dated as of November 19, 2009, among Retalix Ltd. and Boaz Dotan, Eli Gelman, Nehemia Lemelbaum, Avinoam Naor, Mario Segal and M.R.S.G. (1999) Ltd. (previously filed on September 21, 2009 as exhibit 99.1(d) to Retalix's Form 6-K and incorporated herein by reference).

8	Principal Subsidiaries of Retalix Ltd.

12.1	Certification required by Rule 13a-14(a) under the Exchange Act.

12.2	Certification required by Rule 13a-14(a) under the Exchange Act.

13	Certification pursuant to 18 U.S.C. Section 1350 (furnished herewith).

15.1	Consent of Kesselman & Kesselman, a member of PricewaterhouseCoopers International Limited.

101

The following materials from our Annual Report on Form 20-F for the year ended December 31, 2011 formatted in XBRL (eXtensible Business Reporting Language) are furnished herewith: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, and (iii) the Statements of Changes in Shareholders' Equity, (iv) the Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements.

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and has duly caused and authorized the undersigned to sign this annual report on its behalf.

Date: April 4, 2012

RETALIX LTD.

By: /s/ Shuky Sheffer

——————————————

Shuky Sheffer, Chief Executive Officer

Date: April 4, 2012

By: /s/ Hugo Goldman

——————————————

Hugo Goldman, Chief Financial Officer

116

RETALIX LTD.

2011 ANNUAL REPORT

INDEX TO THE FINANCIAL STATEMENTS

	Page

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-2 - F-3
CONSOLIDATED FINANCIAL STATEMENTS:
Balance sheets	F-4 - F-5
Statements of income (loss)	F-6
Statements of changes in equity	F-7
Statements of cash flows	F-8 - F-10
Notes to consolidated financial statements	F-11 - F-48

The amounts are stated in U.S. dollars ($) in thousands.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of

RETALIX LTD.

We have audited the accompanying consolidated balance sheets of Retalix Ltd. (“the Company”) and its subsidiaries as of December 31, 2011 and 2010, and the related consolidated statements of income, of changes in equity and of cash flows for each of the years in the three year period ended December 31, 2011. We also have audited the Company’s internal control over financial reporting as of December 31, 2011, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s Board of Directors and management are responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying ‘Management’s Annual Report on Internal Control over Financial Reporting’. Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. An audit of the financial statements includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also includes performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) 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 of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

F - 2

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company and its subsidiaries as of December 31, 2011 and 2010, and the results of their operations, changes in equity and their cash flows for each of the three years in the period ended December 31, 2011, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2011, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Tel-Aviv, Israel	/s/ Kesselman & Kesselman
April 4, 2012	Certified Public Accountants (Isr.)
	A member firm of PricewaterhouseCoopers International Limited

Kesselman & Kesselman, Trade Tower, 25 Hamered Street, Tel-Aviv 68125, Israel, P.O Box 452 Tel-Aviv 61003 Telephone: +972 -3- 7954555, Fax:+972 -3- 7954556, www.pwc.co.il

F - 3

RETALIX LTD.

CONSOLIDATED BALANCE SHEETS

	December 31
	2011		2010
	U.S. $ in thousands
A s s e t s
CURRENT ASSETS
Cash and cash equivalents		38,644		77,066
Short-term deposits		96,000		55,000
Marketable securities		9		2,012
Accounts receivable
Trade		56,721		55,536
Other		5,234		2,723
Prepaid expenses		4,295		4,436
Inventories		1,407		1,016
Deferred income taxes		4,374		4,572
Total current assets		206,684		202,361
NON-CURRENT ASSETS
Long-term receivables		830		1,099
Long-term prepaid expenses		1,749		879
Long-term investments		1,029		494
Amounts funded in respect of employee rights upon retirement		10,329		12,855
Deferred income taxes		11,385		9,737
Other		200		298
Total non – current assets		25,522		25,362

PROPERTY, PLANT AND EQUIPMENT, net		17,586		15,070
GOODWILL		64,980		50,803

OTHER INTANGIBLE ASSETS, net of accumulated amortization
Customer relationship		13,690		9,748
Other		3,618		1,348
		17,308		11,096
Total assets		332,080		304,692

The accompanying notes are an integral part of these consolidated financial statements.

F - 4

RETALIX LTD.

CONSOLIDATED BALANCE SHEETS

	December 31
	2011		2010
	U.S. $ in thousands (except share data)

Liabilities and equity
CURRENT LIABILITIES
Current maturities of long-term bank loans		-		267
Accounts payable and accruals:
Trade		6,855		6,511
Employees and employee institutions		10,913		8,512
Accrued expenses		14,322		11,175
Other		4,823		2,145
Deferred revenues		19,071		21,366
Total current liabilities		55,984		49,976
LONG-TERM LIABILITIES
Long-term deferred revenues		3,942		2,055
Employee rights upon retirement		14,220		16,392
Deferred income tax liability		270		271
Other tax payables		3,493		476
Total long-term liabilities		21,925		19,194
Total liabilities		77,909		69,170
COMMITMENTS AND CONTINGENT LIABILITIES (Note 8)		-		-

EQUITY
Share capital – Ordinary shares of NIS 1.00 par value (authorized: December 31, 2011 and December 31, 2010 – 50,000,000 shares; issued and outstanding: December 31, 2011 – 24,485,946 shares and December 31, 2010 – 24,160,075 shares, respectively)		6,464		6,375
Additional paid in capital		217,715		212,429
Retained earnings		24,852		11,162
Accumulated other comprehensive income		273		1,110
Total Retalix shareholders’ equity		249,304		231,076
Non-controlling interest		4,867		4,446
Total equity		254,171		235,522
Total liabilities and equity		332,080		304,692

The accompanying notes are an integral part of these consolidated financial statements.

F - 5

RETALIX LTD.

CONSOLIDATED STATEMENTS OF INCOME

	Year ended December 31
	2011			2010			2009
	U.S. $ in thousands (except earnings per share data)
REVENUES:
Product sales		50,933			58,000			58,145
Services		185,107			149,374			134,248
Total revenues		236,040			207,374			192,393
COST OF REVENUES:
Cost of product sales		31,997			34,974			39,560
Cost of services		106,725			88,526			74,564
Total cost of revenues		138,722			123,500			114,124
GROSS PROFIT		97,318			83,874			78,269

OPERATING EXPENSES:
Research and development – net		32,026			29,657			28,991
Selling and marketing		26,221			17,338			18,776
General and administrative		26,639			24,635			21,007
Other income – net		(761	)		(181	)		(154	)
Indirect private placement costs		-			-			1,823
Total operating expenses		84,125			71,449			70,443
INCOME FROM OPERATIONS		13,193			12,425			7,826
FINANCIAL INCOME, net		1,828			3,509			1,757
INCOME BEFORE TAXES ON INCOME		15,021			15,934			9,583
TAX EXPENSES		(495	)		(4,667	)		(3,494	)
INCOME AFTER TAXES ON INCOME		14,526			11,267			6,089
SHARE IN INCOME OF AN ASSOCIATED COMPANY		38			25			17
NET INCOME		14,564			11,292			6,106
NET INCOME ATTRIBUTABLE TO NON – CONTROLLING INTERESTS		(874	)		(505	)		(310	)

NET INCOME ATTRIBUTABLE TO RETALIX LTD.		13,690			10,787			5,796
EARNINGS PER SHARE ATTRIBUTABLE TO RETALIX LTD. – in U.S. $:
Basic		0.56			0.45			0.28
Diluted		0.55			0.44			0.28
WEIGHTED AVERAGE NUMBER OF SHARES USED IN COMPUTATION OF EARNINGS PER SHARE – in thousands:
Basic		24,230			24,102			20,824
Diluted		24,717			24,515			21,020

The accompanying notes are an integral part of these consolidated financial statements.

F - 6

RETALIX LTD.

STATEMENTS OF CHANGES IN EQUITY

	Share capital
	Ordinary shares
	Number of shares in thousands	Amount	Additional paid-in capital	Retained earnings		Accumulated other comprehensive Income		Total Retalix shareholders’ equity		Non-controlling Interest		Total Equity
		U . S . $ I n t h o u s a n d s
BALANCE AT DECEMBER 31, 2008	20,389	5,380	175,435	(5,421	)	328		175,722		3,327		179,049
CHANGES DURING 2009:
Net income				5,796				5,796		310		6,106
Difference from translation of non dollar currency financial statements of a subsidiary and associated company						314		314		49		363
Comprehensive income								6,110		359		6,469
Stock based compensation expenses			2,624					2,624				2,624
Issuance of share capital and warrants, net of $1,414 issuance costs	3,613	953	30,515					31,468				31,468
Issuance of share capital to employees and non- employee resulting from exercise of options	81	20						20				20
BALANCE AT DECEMBER 31, 2009	24,083	6,353	208,574	375		642		215,944		3,686		219,630
CHANGES DURING 2010:
Net Income				10,787				10,787		505		11,292
Differences from translation of non dollar currency financial statements of a subsidiary and associated company						(1	)	(1	)	255		254
Unrealized gains on derivative instruments, net of tax						469		469				469
Comprehensive income								11,255		760		12,015
Stock based compensation expenses			3,855					3,855				3,855
Issuance of share capital to employees resulting from exercise of options	77	22						22				22
BALANCE AT DECEMBER 31, 2010	24,160	6,375	212,429	11,162		1,110		231,076		4,446		235,522
CHANGES DURING 2011:
Net Income				13,690				13,690		874		14,564
Differences from translation of non dollar currency financial statements of a subsidiary and associated company						(473	)	(473	)	(453	)	(926	)
Unrealized gains on investments						530		530				530
Unrealized loss on derivative instruments, net of tax						(894	)	(894	)			(894	)
Comprehensive income								12,853		421		13,274
Stock based compensation expenses			2,326					2,326				2,326
Issuance of share capital to employees resulting from exercise of options	326	89	2,960					3,049				3,049
BALANCE AT DECEMBER 31, 2011	24,486	6,464	217,715	24,852		273		249,304		4,867		254,171

The accompanying notes are an integral part of these consolidated financial statements.

F - 7

(Continued) – 1

RETALIX LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year ended December 31
	2011			2010			2009
	U.S. $ in thousands
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income		14,564			11,292			6,106
Adjustments required to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		6,212			5,989			6,475
Losses from sale of property, plant and equipment		-			21			44
Share in income of an associated company		(38	)		(25	)		(17	)
Stock based compensation expenses		2,326			3,855			2,624
Changes in accrued liability for employee rights upon retirement		(1,328	)		2,243			311
Losses (gains) on amounts funded in respect of employee rights upon retirement		871			(1,365	)		(1,023	)
Deferred income taxes – net		(1,498	)		2,854			3,209
Net decrease (increase) in marketable securities		20			(99	)		162
Other		123			172			13
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable:
Trade (including the non-current portion)		218			(598	)		17,339
Other (including long term other tax receivable)		(4,152	)		6,781			2,190
Increase (decrease) in accounts payable and accruals:
Trade		98			(530	)		(1,653	)
Employees, employee institutions and other		789			(979	)		4,102
Decrease (increase) in inventories		(390	)		472			(456	)
Increase (decrease) in long-term institutions		3,017			-			(636	)
Increase (decrease) in deferred revenues		(720	)		3,638			625

Net cash provided by operating activities – forward		20,112			33,721			39,415

The accompanying notes are an integral part of these consolidated financial statements.

F - 8

(Continued) – 2

RETALIX LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year ended December 31
	2011			2010			2009
	U.S. $ in thousands

Net cash provided by operating activities – brought forward		20,112			33,721			39,415
CASH FLOWS FROM INVESTING ACTIVITIES:
Maturity of marketable debt securities held to maturity		-			180			490
Sales of marketable trading securities		-			-			2,535
Proceeds from (investment in) available-for-sale marketable securities		1,978			(1,679	)		-
Investment in short term deposits		(41,000	)		(55,000	)		-
Business purchased net of cash acquired (a)		(16,930	)		-			-
Proceeds from (investment in) subsidiaries and associated company		130			-			(22	)
Purchase of property, plant, equipment and other assets		(5,273	)		(2,566	)		(2,985	)
Proceeds from sale of property, plant and equipment		-			-			120
Amounts funded in respect of employee rights upon retirement, net		444			(855	)		(913	)
Changes in restricted deposits		-			(179	)		(184	)
Long-term loans collected from employees		-			-			14
Net cash used in investing activities		(60,651	)		(60,099	)		(945	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of long-term bank loans		(273	)		(242	)		(249	)
Issuance of share capital and warrants to shareholders		-			-			31,468
Issuance of share capital to employees and non-employees resulting from exercise of options		3,049			22			20
Short-term loan – net		-			(170	)		170
Net cash provided by (used in) financing activities		2,776			(390	)		31,409
EFFECT OF EXCHANGE RATE CHANGES ON CASH		(659	)		159			250
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(38,422	)		(26,609	)		70,129
BALANCE OF CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR		77,066			103,675			33,546
BALANCE OF CASH AND CASH EQUIVALENTS AT END OF YEAR		38,644			77,066			103,675

The accompanying notes are an integral part of these consolidated financial statements.

F - 9

(Concluded) – 3

RETALIX LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION:

	Year ended December 31
	2011
	U.S. $ in thousands
(a) Acquisition of subsidiaries consolidated for the first time:

Assets and liabilities of the subsidiary at date of acquisition:
Working capital (excluding cash and cash equivalents)		1,501
Fixed assets		(552	)
Long-term liabilities		412
Goodwill arising on acquisition and intangible assets		(22,615	)
		(21,254	)
Less: Earn-out payment		4,324
Net cash paid		(16,930	)

	Year ended December 31
	2011		2010		2009
	U.S. $ in thousands
(b) Supplementary disclosure of cash flow information -
cash paid and received during the year for:

Interest paid		33		194		240
Income tax paid		1,146		2,308		3,215
Income tax returned		528		8,600		4,399

The accompanying notes are an integral part of these consolidated financial statements.

F - 10

RETALIX LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES:

General:

Nature of operations:

Retalix Ltd. (the “Company”), an Israeli corporation whose shares are listed on the Nasdaq Global Select Market (under the symbol “RTLX”) and on the Tel-Aviv Stock Exchange (“TASE”), separately and together with its subsidiaries and an associated company (the “Group”), develops, manufactures and markets integrated enterprise-wide, open software solutions for the sales operations and supply chain management operations of food and fuel retailers, including supermarkets, convenience stores and fuel stations as well as suppliers and manufacturers in the food industry.

As to the Group’s geographical revenues and principal customers, see note 14.

Subsidiary - over which the Company has control and over 50% of the ownership.

Associated company - an investee company (which is not a subsidiary), over which financial and operational policy the Company exerted significant influence until it was sold during 2011.

Accounting principles and use of estimates in the preparation of financial statements:

The financial statements have been prepared in accordance with accounting principles generally accepted (“GAAP”) in the United States of America (“U.S. GAAP”).

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the dates of the financial statements as well as the reported amounts of revenues and expenses during the reporting years. Actual amounts could differ from those estimates.

Accounting principle and estimates used in the preparation of these financial statements were applied on a consistent manner. The Company adopts new accounting standards as they become applicable. See note 1w.

Functional currency:

The currency of the primary economic environment in which the operations of the Company and most of its subsidiaries are conducted is the U.S. dollar (“dollar”; “$”). Most of the Group’s revenues and also most of the Group’s expenses incur in dollars. The Group’s financing is mostly in dollars. Thus, the functional currency of the Group is the dollar.

Transactions and balances originally denominated in dollars are presented at their original amounts. Balances in non-dollar currencies are translated into dollars using historical and current exchange rates for non-monetary and monetary balances, respectively. For non-dollar transactions and other items (stated below) reflected in the statements of income, the following exchange rates are used: (i) for transactions - exchange rates at transaction dates or average rates; and (ii) for other items (derived from non-monetary balance sheet items such as depreciation and amortization, changes in inventories, etc.) - historical exchange rates.

F - 11

RETALIX LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES (continued):

Currency transaction gains or losses are carried to financial income or expenses, as appropriate. The functional currency of a few Israeli subsidiaries and one foreign subsidiary is their local currency (“New Israeli Shekel” (“NIS”) and Euro, respectively). The financial statements of such subsidiaries are included in the consolidation based on translation into dollars in accordance with FASB Accounting Standards Codification (“ASC”) No. 830 “Foreign Currency Matters” (“ASC 830”):

Assets and liabilities are translated at year end exchange rates, while operating results items are translated at average exchange rates during the year. Differences resulting from translation are presented in equity under accumulated other comprehensive income.

The financial statements of the associated company are included in the financial statements of the Company in accordance with the equity method, based on translation into dollars in accordance with ASC 830. The resulting translation adjustments are presented under equity- accumulated other comprehensive income.

Principles of consolidation:

The consolidated financial statements include the accounts of the Company and its majority owned and controlled subsidiaries.

Intercompany balances and transactions have been eliminated in consolidation.

As for goodwill and other intangible assets arising on business combinations, see note 1h below.

Non-controlling interests are included in equity.

Cash equivalents and short term deposits

The Group considers all highly liquid investments, which include short-term bank deposits with an original maturity date of three months or less, that are not restricted as to withdrawal or use, to be cash equivalents.

The Group considers highly liquid investments as short-term bank deposits with an original maturity date of more than three months and up to one year to be classified as short term deposits. The Company has short term deposits with a market interest yield.

Marketable securities and long term investments

Marketable securities consist of debt securities classified as held to maturity and available for sale. The Company accounts for investments in marketable securities classified as held to maturity, trading and available for sale in accordance with FASB ASC No. 320, “Investments – Debt and Equity Securities”.

Investments in certain marketable bonds are classified as held to maturity because the Company has the intent and ability to hold such bonds to maturity and are stated at amortized cost with the addition of computed interest accrued to balance sheet date (such interest represents the computed yield on cost from acquisition to maturity). Interest and amortization of premium discount for debt securities are carried to financial income or expenses.

Investments in bonds and marketable securities that are classified as “available for sale” are stated at market value. The changes in market value of these securities are carried to other comprehensive income and upon its exercise into financial income or expense.

Investments in other bonds and marketable securities that are classified as “trading securities” are stated at market value. The changes in market value of these securities are carried to financial income or expenses.

F - 12

RETALIX LTD

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES (continued):

Factors considered in determining whether a loss is temporary include the length of time and extent to which fair value has been less than the cost basis, the financial condition and near-term prospects of the investee based on the credit rating, and our intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value. In April 2009, the FASB amended the existing guidance on determining whether an impairment for investments in debt securities is other-than temporary. Effective in the second quarter of 2009, if an other-than-temporary impairment exists for debt securities, we separate the other-than-temporary impairment into the portion of the loss related to credit factors, or the credit loss portion, and the portion of the loss that is not related to credit factors, or the non-credit loss portion. The credit loss portion is the difference between the amortized cost of the security and the Companies best estimate of the present value of the cash flows expected to be collected from the debt security. The non-credit loss portion is the residual amount on the other-than-temporary impairment. The credit loss portion is recorded as a charge to earnings, and the non-credit-loss portion is recorded as a separate component of other comprehensive income.

Investment in an associated company

This investment was accounted for by the equity method and included among other non-current assets. During 2011 the Company sold its holding in the associated company.

Inventories

Inventories include hardware products that are included in finished goods and are valued at the lower of cost or market. Cost is determined on a moving average basis.

Property, plant and equipment:

These assets are stated at cost; assets of acquired subsidiaries are included at their fair value at date of acquisition of these subsidiaries.

The assets are depreciated by the straight-line method, on the basis of their estimated useful life.

Annual rates of depreciation are as follows:

	%
Computers and peripheral equipment	15-33
Vehicles	15
Office furniture and equipment	6-25 (mainly 6)
Buildings	4
Land lease rights	3

Leasehold improvements are amortized by the straight line method over the term of the lease, which is shorter than the estimated useful life of the improvements. Land lease rights are amortized by the straight line method over the term of the lease.

F - 13

RETALIX LTD

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES (continued):

Goodwill and other intangible assets

Goodwill is the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations accounted for as purchases. The goodwill is not amortized to earnings, but instead is subject to periodic testing for impairment at least annually in our fourth quarter or between annual tests if certain events or indicators of impairment occur. See note 4a.

Goodwill impairment testing is a two-step process. The first step involves comparing the fair value of a company’s reporting units to their carrying amount. If the fair value of the reporting unit is determined to be greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount is determined to be greater than the fair value, the second step must be completed to measure the amount of impairment, if any. Step two calculates the implied fair value of goodwill by deducting the fair value of all tangible and intangible assets, excluding goodwill, of the reporting unit from the fair value of the reporting unit as determined in step one. The implied fair value of the goodwill in this step is compared to the carrying value of goodwill. If the implied fair value of the goodwill is less than the carrying value of the goodwill, an impairment loss equivalent to the difference is recorded.

Other intangible assets are amortized over a period of one to twenty years, except acquired trademark that is tested for impairment annually (see note 4b).

Impairment in value of long-lived assets

Long lived assets held and used by the Company are reviewed for impairment in accordance with ASC No. 360-10 "Impairment and Disposal of Long Lived Assets" whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. If the sum of the expected future cash flows (undiscounted and without interest charges) of property and equipment is less than the carrying amount of such assets, an impairment loss would be recognized, and the assets would be written down to their estimated fair values.

Contingent consideration

The aggregate consideration for certain of the Company’s acquisitions increases when certain future internal performance goals are later satisfied. Such additional consideration will be paid in cash and are reserved for that purpose.

Contingent consideration arrangements of an acquiree assumed by the acquirer in a business combination are recognized initially at fair value. Any contingent consideration payable is recognized at fair value at the acquisition date. If the contingent consideration is classified as equity, it is not remeasured and settlement is accounted for within equity. Otherwise, subsequent changes to the fair value of the contingent consideration are recognized in the Statement of income. As of December 31, 2011 we have contractual contingent consideration terms in the fair value amount of $4,324,000 related to a recent acquisitions performed by the company during 2011.

F - 14

RETALIX LTD

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES (continued):

Income taxes:

Deferred income taxes are determined by the asset and liability method based on the estimated future tax effects of differences between the financial accounting and the tax bases of assets and liabilities under the applicable tax law. Deferred tax balances are computed using the tax rates expected to be in effect at time when these differences reverse. Valuation allowances in respect of the deferred tax assets are provided when it is more likely than not that all or a portion of the deferred income tax assets will not be realized. See note 10g for additional information regarding the composition of the deferred taxes.

The Company asses its valuation allowance considering different indicators including profitability of the different entities around the world, the ability to utilized the deferred tax over the years assets, effectiveness of carry forward net operating losses limitations in different jurisdictions etc.

Upon the distribution of dividends from the tax-exempt income of “Approved Enterprises” or “Privileged Enterprises“ (see also notes 9c2 and 10g5), the amount distributed will be subject to tax at the rate that would have been applicable had the Company not been exempted from payment thereof. The Company intends to permanently reinvest the amounts of tax exempt income and it does not intend to cause distribution of such dividends. Therefore, no deferred income taxes have been provided in respect of such tax-exempt income.

The Group may incur an additional tax liability in the event of an inter-company dividend distribution from foreign subsidiaries; no additional deferred income taxes have been provided, since it is the Group’s policy not to distribute, in the foreseeable future, dividends which would result in additional tax liability.

Taxes which would apply in the event of disposal of investments in subsidiaries have not been taken into account in computing the deferred income taxes, as it is the Company’s intent and ability to hold these investments, not to realize them.

The Company records accruals for uncertain tax positions. Those accruals are recorded to the extent that the Company concludes that a tax position is not sustainable under a “more-likely-than-not” standard. In addition, the Company classifies interest and penalties recognized in the financial statements relating to uncertain tax positions as part of its income taxes.

Revenue recognition

The Group derives its revenues from the licensing of integrated software products, and to some extent from the sale of complementary computer and other hardware equipment, all of which it classifies as revenues from product sales. The Group also derives revenues from maintenance and other professional services which are principally software changes and enhancements requested by customers as well as various system integration services, on-line application, information and messaging services, mostly associated with products sold by the Group and which it classifies as revenues from services.

Revenues from sales of software license agreements are recognized when all of the criteria in ASC No. 985-605, “Software Revenue Recognition”, are met. Revenues from products are recognized when persuasive evidence of an agreement exists, delivery of the product has occurred, the fee is fixed or determinable, no further obligations exist and collectability is probable.

Revenues from software licenses that require significant customization, integration and installation are recognized on a percentage of completion basis. Percentage of completion is determined based on the “Input Method” when collectability is probable. Provisions for estimated losses on uncompleted contracts are recognized in the period in which the likelihood of the losses is identified. As of December 31, 2011, no such estimated losses were identified.

F - 15

RETALIX LTD

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES (continued):

Where software license arrangements involve multiple elements (mostly software licenses, maintenance and other professional services), the arrangement consideration is allocated using the residual method. Under the residual method, revenue is recognized for the delivered elements when (1) Vendor Specific Objective Evidence (“VSOE”) of the fair values of all the undelivered elements exists, and (2) all revenue recognition criteria are satisfied. Under the residual method, any discount in the arrangement is allocated to the delivered element. The Company’s VSOE of fair value for maintenance is based on a consistent statistical renewal percentage derived from the majority of maintenance renewals. Revenues from maintenance services are recognized ratably over the contractual period or as services are performed.

Revenues from professional services that are not bundled or linked to a software sale are recognized as services are performed.

Hardware sales are recognized on a gross or net price basis, based on their different characteristics in accordance with ASC 605-45, “Principal Agent Considerations”.

Starting January 1, 2011, the Company adopted Accounting Standard Update No. 2009-13, Revenue Recognition (Topic 605) – Multiple-Deliverable Revenue Arrangements ("ASU 2009-13") & Accounting Standard Update No. 2009-14: Certain Revenue Arrangements That Include Software Elements - ("ASU 2009-14").

For all software revenue arrangements containing software that is “more than incidental” to the product as a whole that were entered into prior to January 1, 2011 and that have not been subsequently materially modified, as well as multiple element software arrangements without hardware, the Company allocates revenue to the delivered elements of the arrangement using the residual method, whereby revenue is allocated to the undelivered elements based on VSOE of fair value of the undelivered elements with the remaining arrangement fee allocated to the delivered elements and recognized as revenue assuming all other revenue recognition criteria are met. If the Company is unable to establish VSOE of fair value for the undelivered elements of the arrangement, revenue recognition is deferred for the entire arrangement until all elements of the arrangement are delivered. However, if the only undelivered element is Post Contract Support (“PCS”), the Company recognizes the arrangement fee ratably over the PCS period or over the product's estimated economic life, as applicable.

In cases where the products are sold to smaller retailers, through resellers, revenues are recognized as the products are supplied to the resellers. In specific cases where resellers have a right of return or the Company is required to repurchase the products or in case the Company guarantees the resale value of the products, revenues are recognized as the products are delivered by the resellers.

Revenues from on-line application, information and messaging services, are recognized as rendered.

Deferred revenue includes transactions for which payment was received from customers and revenue which has not yet been recognized as well as obligations related to the provision of maintenance services.

The Company recognizes revenues net of Value Added Tax.

Research and development

Research and development expenses are charged to income as incurred. Participations and grants in respect of research and development expenses are recognized as a reduction of research and development expenses as the related costs are incurred, or as the related milestone is met. Upfront fees received in connection with cooperation agreements are deferred and recognized over the period of the applicable agreements as a reduction of research and development expenses.

F - 16

RETALIX LTD

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES (continued):

Concentration of credit risk

Financial instruments, which potentially subject the Company to credit risk, consist principally of marketable securities, trade receivables (including allowance for doubtful accounts) and interest bearing investments. The cash and cash equivalents as of December 31, 2011 are deposited mainly with leading Israeli and U.S. banks. As of December 31, 2011, the Company has an investment of $830,000 of a security held in ARS (see note 1d). In the opinion of the Company, the credit risk inherent in these balances is remote. In addition, the Company performs on-going credit evaluations of its clients and generally does not require collateral.

Allowance for doubtful accounts

The Company estimated the allowance for doubtful accounts on the basis of rates applied to customer balances in accordance with aging and on the basis of analysis of specific debts which are doubtful of collection. In determining the allowance for doubtful accounts, the Group considers, among other things, its past experience with such customers, the economic environment, the industry in which such customers operate, financial information available on such customers, etc.

Earnings per share (“EPS”)

Basic EPS is computed by dividing net income by the weighted average number of shares outstanding during the year. Diluted EPS reflects the increase in the weighted average number of shares outstanding that would result from the assumed exercise of options, calculated using the treasury-stock method. As to the data used in the per share computation, see note 15(d).

Other comprehensive income

Other comprehensive income, presented in equity, represents change of fair value of derivatives instruments designated for hedging, unrealized gains of investments in security and currency translation adjustments of non-dollar currency financial statements of subsidiaries and of an associated company. The accumulated balance of other comprehensive income at December 31, 2011, 2010 and 2009, is $273,000, $1,110,000 and $642,000, respectively.

Stock based compensation

The Company accounts for stock based compensation to employees in accordance with ASC No. 718, “Compensation – Stock Compensation” (“ASC 718”).

The Company uses historical stock price volatility as the expected volatility assumption required in the Black-Scholes option valuation model. As equity-based compensation expense recognized in the Company's consolidated statement of income is based on awards ultimately expected to vest, such expense has been reduced for estimated forfeitures. ASC 718 requires future forfeitures to be estimated at each balance sheet date.

The Company records as an expense equity instruments issued to third party service providers (non-employees) at fair value based on an option-pricing model, pursuant to the guidance in ASC No. 505-50 (Equity-Based Payments to Non-Employees) “Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling Goods or Services”.

F - 17

RETALIX LTD

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES (continued):

The fair value of the options granted to employees is estimated at the grant date based on the fair value of the award and is recognized as expense ratably over the requisite service period of the award.

The total stock based employee compensation awards costs recognized in the years ended December 31, 2011, 2010 and 2009 income statement were $2,326,000, $3,855,000 and $2,624,000, respectively.

Advertising expenses

These costs are charged to selling and marketing expenses as incurred. Advertising expenses totaled $1,443,000, $1,426,000 and $698,000 in the years ended December 31, 2011, 2010 and 2009, respectively.

Derivative financial instruments

The Company carries out transactions involving foreign currency exchange derivative financial instruments. The transactions are designed to hedge the Company's exposure in currencies other than the dollar. The Company measures those instruments at fair value. If a derivative meets the definition of a cash flow hedge and is so designated, changes in the fair value of the derivative are recognized in other comprehensive income until the hedged item is recognized in earnings. The ineffective portion of a derivative qualified and designated as a hedge is recognized in “financial income - net”. If a derivative does not meet the definition of a hedge, the changes in the fair value are included, as incurred, in the statements of income and included in “financial income - net”.

On January 1, 2010, the Company adopted the updated guidance of ASC 815 with respect to disclosure requirements which changed the disclosure requirements for derivative instruments and hedging activities and require enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under ASC 815 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity's financial position, financial performance, and cash flows.

Fair value measurement

The Company measures fair value and discloses fair value measurements for financial and non-financial assets and liabilities. Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The accounting standard establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below:

Level 1:

Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

Level 2:

Observable prices that are based on inputs not quoted on active markets, but corroborated by market data.

Level 3:

Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

F - 18

RETALIX LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES (continued):

In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and considers counterparty credit risk in its assessment of fair value.

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. For further disclosure, see notes 6 and 13.

Contingencies

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Group but which will only be resolved when one or more future events occur or fail to occur. The Group’s management assesses such contingent liabilities and estimated legal fees, if any, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Group or unasserted claims that may result in such proceedings, the Group’s management evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought. If the assessment of a contingency indicates that it is probable that a loss has been incurred and the amount of the liability can be estimated, then the estimated amount would be recorded as accrued expenses in the Group’s financial statements. If the assessment indicates that a potential loss is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable would be disclosed. Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed.

Recently adopted standards

In April 2010, the FASB issued an amendment to the accounting and disclosure for revenue recognition - milestone method. This amendment, effective for fiscal years beginning on or after June 15, 2010 (early adoption is permitted), provides guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research and development transactions. The adoption of the amendment by the Company did not have a material impact on its consolidated financial statements.

In October 2009, the FASB issued an Accounting Standards Update ("ASU") to ASC 985-605. This ASU No. 2009-13, “Multiple Deliverable Revenue Arrangements” ("ASU 2009-13"), provides guidance on whether multiple deliverables in a revenue arrangement exist, how the arrangement should be separated, and the consideration allocated. Pursuant to ASU 2009-13, when Vendor Specific Objective Evidence or third party evidence for deliverables in an arrangement cannot be determined, a best estimate of the selling price is required to separate deliverables and allocate arrangement consideration, generally, using the relative selling price method. In addition, the residual method of allocating arrangement consideration is no longer permitted under ASU 2009-13.

ASU 2009-13 is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. The adoption of ASU 2009-13 by the Company did not have an impact on its consolidated financial statements.

F - 19

RETALIX LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES (continued):

In October 2009, the FASB issued ASU No. 2009-14 “Certain Revenue Arrangements That Include Software Elements". ASU 2009-14 amends the scope of the software revenue guidance in Topic 985-605 to exclude, inter alia, non-software components of tangible products and software components of tangible products when the software components and non-software components of the tangible product function together to deliver the tangible product’s essential functionality. The Company adopted this guidance on a prospective basis for revenue arrangements entered into, or materially modified, on or after January 1, 2011. The adoption of ASU 2009-14 by the Company did not have an impact on its consolidated financial statements.

Newly issued accounting pronouncements:

In December 2011, the FASB issued an accounting standard update which requires additional disclosures about the nature of an entity’s rights of setoff and related arrangements associated with its financial instruments and derivative instruments. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods therein, with retrospective application required. The Company believes that the adoption will not have a material impact on its consolidated financial statements.

In June 2011, the FASB amended its guidance regarding presentation of comprehensive income. The amendment eliminates the option to present items of other comprehensive income in the statement of changes in equity and requires an entity to present the components of net income and other comprehensive income in either a single continuous statement or in two separate, but consecutive, statements. The Company will adopt this amendment on January 1, 2012.The adoption will change the way the Company presents comprehensive income, as under current guidance, the Company presents comprehensive income within the statement of changes in equity in annual periods.

In May 2011, the FASB issued ASU No. 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (“ASU 2011-04”). ASU 2011-04 changes certain fair value measurement principles and clarifies the application of existing fair value measurement guidance. These amendments include, among others, (1) the application of the highest and best use and valuation premise concepts, (2) measuring the fair value of an instrument classified in a reporting entity’s shareholders’ equity and (3) disclosing quantitative information about the unobservable inputs used within the Level 3 hierarchy.

For public entities, the amendments are effective for interim and annual periods beginning after December 15, 2011 on a prospective basis. The Company will adopt ASU 2011-04 on January 1, 2012 and does not expect ASU 2011-04 to have a material effect on its consolidated financial statements.

F - 20

RETALIX LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 2 – ACQUISITIONS:

The results of the following acquisitions done by the Company to further expand its product offerings and market position are included in the Company’s consolidated statement of income (loss) as of the date of the acquisition of each company.

In July 2011, the Company through its subsidiary Retalix Holdings Inc., acquired substantially all of the assets and certain identified liabilities of MTXEPS LLC, a provider of innovative, secure, end-to-end electronic payment software solutions for retailers delivered via SaaS and in-store models, for $18,950,000 in cash and up to an additional $6,000,000 may be paid over the course of the next two years based on the achievement of certain performance metrics. The acquisition aimed at enhancing our market leadership in offering retailers comprehensive, advanced solutions across all customer touch points and sales channels, and enhancing our SaaS offering. The identified tax deductable intangible assets and goodwill acquired amounted to approximately $22,615,000 and included customer relationships of approximately $7,051,000 to be amortized over an estimated useful life of 10 years, acquired technology of approximately $1,372,000 to be amortized over an estimated useful life of 5 years and Goodwill of approximately $14,192,000. Such goodwill reflects the value of the Company’s expectations for future growth opportunities. Pro-forma information with respect to MTXEPS LLC is not required as it is not material.

NOTE 3 – PROPERTY, PLANT AND EQUIPMENT:

Composition of property, plant and equipment, grouped by major classification is as follows:

	December 31
	2011		2010
	U.S. $ in thousands
Computers and peripheral equipment		24,773		19,960
Land lease rights and buildings		13,162		13,162
Vehicles		102		102
Office furniture and equipment		5,893		5,711
Leasehold improvements		3,000		2,418
		46,930		41,353

Less - accumulated depreciation		29,344		26,283
		17,586		15,070

As to geographical locations, see note 14c.

Depreciation expenses totaled $2,806,000, $2,495,000 and $2,744,000, in the years ended December 31, 2011, 2010 and 2009, respectively.

F - 21

RETALIX LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 4 – GOODWILL AND OTHER INTANGIBLE ASSETS:

Goodwill

The changes in the carrying amount of goodwill for each geographical location are as follows:

	U.S.		Israel		International(Europe)			Total
	U.S $ in thousands

Balance as of January 1, 2010, net (see below)		42,475		3,840		4,488			50,803
Changes in goodwill balance during the year		-		-		-			-
Balance as of December 31, 2010, net		42,475		3,840		4,488			50,803
Goodwill attributed to additional investments in subsidiaries		14,192		-		-			14,192
Differences from translation of non dollar currencies		-		-		(15	)		(15	)
Changes in goodwill balance during the year		-		-		-			-
Balance as of December 31, 2011, net		56,667		3,840		4,473			64,980

The Company identified its various reporting units, which consist of geographical areas, and for which separately identifiable cash flow information is available. The Company uses a valuation model of future discounted cash flows to determine the fair value of the reporting units and whether any impairment of goodwill exists. The Company concluded its annual impairment test and no impairment was identified.

Intangible assets:

The following table presents the components of the Company’s acquired intangible assets:

	Weighted average amortization period		Original amount December 31				Amortized balance December 31
	Weighted average amortization period	2011		2010		2011		2010
	Years		U.S. $ in thousands
Customer relationships	6.2		27,361		24,925		13,690		9,748
Acquired technology	4.6		1,373		10,777		1,258		74
Other identified intangible assets *			2,965		1,787		2,360		1,274
Total			31,699		37,489		17,308		11,096

Including non-amortized portion of $710,000 for acquired tradename and acquired technological knowledge (see paragraph 3).

Intangible assets amortization expenses during 2011 that are attributed to prior years’ acquisitions totaled $2,849,000 and amortization attributed to current year acquisitions totaled $557,000. In the years ended December 31, 2010 and 2009 intangible assets amortization expenses totaled $3,494,000 and $3,731,000, respectively. Intangible assets amortization expenses are classified mainly into Cost of Revenues. Future annual amortization expenses are approximately $4,101,000, $3,843,000, $2,928,000, $1,348,000 and $1,083,000 in 2012, 2013, 2014, 2015 and 2016, respectively.

During 2011, 2010 and 2009, the Company acquired technological knowledge in the Warehouse Management Systems field from Made4Net LLC for $1,178,000, $185,000 and $438,000, respectively, in cash. The Company started amortizing the technological knowledge during 2011 over a period of 5 years once it became operational.

F - 22

RETALIX LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 5 – LONG-TERM LOANS, NET OF CURRENT MATURITIES:

Long- term loans classified by currency of repayment are as follows (the Company had no long-term loans on December 31, 2011):

	Interest rate as of December 31, 2010	December 31
	%	2010
		U.S. $ in thousands
Bank loan -
In EURO	Fixed at 2%		124
Other:
Loan from shareholders of a subsidiary	LIBOR*+ 0.75%		143
			267
Less - current maturities			267
			-

* The $ LIBOR rate as of December 31, 2010 – 0.303%.

NOTE 6 – FAIR VALUE OF FINANCIAL INSTRUMENTS:

Financial items carried at fair value as of December 31, 2011 and 2010 are classified in the tables below in one of the three categories described in note 1u:

	December 31, 2011
	Total		Level 1		Level 2		Level 3
	U.S. $ in thousands

ARS, see below*		830				830
Derivatives-net **		58				58
Contingent consideration in connection with business combination		4,324						4,324
Total		5,212		-		888		4,324

	December 31, 2010
	Total		Level 1		Level 2		Level 3
	U.S. $ in thousands

ARS, see below*		300						300
Government Bonds Securities Available For Sale		1,819		1,819
Derivatives-net **		950				950
Total		3,069		1,819		950		300

* Marketable securities consist of securities classified as available for sale and are recorded at fair value. The fair value of securities is based on current market value (Level 1 input) or observable prices (Level 2 input). When securities do not have an active market or observable prices, fair value is determined using a valuation model (Level 3 input). This model is based on reference to other instruments with similar characteristics, or a discounted cash flow analysis, or other pricing models making use of market inputs and relying as little as possible on entity-specific inputs. The ARS is presented in Other Account receivable.

** Derivatives represent foreign currency forward contracts and cylinders which are valued primarily based on observable inputs including forward and spot prices for currencies. Derivatives are presented gross in Other Account receivable and in Other Current Liabilities.

F - 23

RETALIX LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 6 – FAIR VALUE OF FINANCIAL INSTRUMENTS (continued):

As of December 31, 2010, the Company held in ARS which failed auctions, in an amount of $1 million at par value and maturity in 2036, which is classified as available-for-sale and is recorded at fair value of $300,000 in its books. In recent years this ARS did not have an active market, fair value was determined using a valuation model that considers references to other instruments with similar characteristics, in performance of a Trinominal Discount Model relying as little as possible on entity-specific inputs. Factors considered in determining whether a loss is temporary included the length of time and extent to which fair value has been less than the cost basis, the financial condition and near-term prospects of the investee based on the credit rating, and our intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value. Changes in fair value of the ARS were reflected in other comprehensive income and in 2008 an other than temporary impairment of $700,000 was identified and recorded. During 2011 the Company received a bank quote reflecting an observable price of the ARS increasing its fair value by $530,000 through other comprehensive income.

NOTE 7 – EMPLOYEE RIGHTS UPON RETIREMENT:

Israeli, Italian, U.K. and Australian labor laws generally require payment of severance pay upon dismissal of an employee or upon termination by the employees of employment in certain other circumstances. The severance pay liability of the Israeli companies and one of the Italian subsidiaries in the Group to their employees, which reflects the undiscounted amount of the liability, is based upon the number of years of service and the latest monthly salary, and is partly covered by insurance policies and by regular deposits with recognized severance pay funds. The amounts funded as above are presented among non-current assets. The Israeli companies in the Group may only make withdrawals from the amounts funded for the purpose of paying severance pay.

Some of the Company’s U.S. subsidiaries provide 401(k) plans for the benefit of their employees. Under these plans, contributions are based on a specified percentage of pay.

The Company's agreements with employees in Israel, joining the Company since May 2008 are in accordance with Section 14 of the Severance Pay Law, 1963, whereas, the Company's contributions for severance pay shall be instead of its severance liability. Upon contribution of the full amount of the employee's monthly salary, and release of the policy to the employee, no additional calculations shall be conducted between the parties regarding the matter of severance pay and no additional payments shall be made by the Company to the employee. Further, the related obligation and amounts deposited on behalf of such obligation are not stated on the balance sheet, as they are legally released from obligation to employees once the deposit amounts have been paid.

The severance expenses amounted to $4,148,000, $3,749,000 and $1,441,000 in the years ended December 31, 2011, 2010 and 2009, respectively. The 401(k) plan’s expenses as mentioned in paragraph b. above amounted to $854,000, $772,000 and $748,000 in the years ended December 31, 2011, 2010 and 2009, respectively.

F - 24

RETALIX LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 7 – EMPLOYEE RIGHTS UPON RETIREMENT (continued):

The profits (loss) on the amounts funded totaled $(871,000), $1,365,000 and $1,023,000 in the years ended December 31, 2011, 2010 and 2009, respectively.

Cash flow information regarding the Company’s liability for employee rights upon retirements:

The Company expects to pay $1,248,000 future benefits to its employees during 2012 to 2021 upon their normal retirement age - see breakdown below. The amount was determined based on the employees’ current salary rates and the number of service years that will be accumulated upon the retirement date. These amounts do not include amounts that might be paid to employees that will cease working for the Company before their normal retirement age.

	U.S. $ in thousands
Year ending December 31:
2012		198
2013		171
2014		171
2015		152
2016		142
Thereafter (through 2021)		414
		1,248

NOTE 8 – COMMITMENTS AND CONTINGENT LIABILITIES:

Commitments:

Lease agreements:

The Group has entered into operating lease agreements for the premises it uses; the last lease expires in 2017. In addition, the Company leases vehicles under standard commercial leases for periods of up to three years per vehicle.

The projected charges under the above leases are mainly denominated in U.S. $, at rates in effect as of December 31, 2011, as follows:

	U.S. $ in thousands
Year ending December 31:
2012		5,736
2013		3,722
2014		2,201
2015		1,216
2016		508
		13,383

Office and vehicles lease expenses totaled $6,795,000, $6,166,000 and $6,225,000 in the years ended December 31, 2011, 2010 and 2009, respectively.

F - 25

RETALIX LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 8 – COMMITMENTS AND CONTINGENT LIABILITIES (continued):

Royalty commitments:

The Company and some of its subsidiaries are committed to pay the Government of Israel royalties on revenues derived from certain products, the research and development of which, is partly financed by royalty-bearing Government participations. These funding programs are managed by the Israeli government within the jurisdiction of The Ministry of Commerce and Industry and specifically by the Office of the Chief Scientist. At the time the grants were received, successful development of the related projects was not assured.

In case of failure of a project that was partly financed, the Company is not obligated to pay any such royalties. Under the terms of these funding programs, royalties of 3.5% are payable on sales of products developed under such funding programs, up to 100% of the amount of funding received (dollar linked and bearing annual interest at the LIBOR rate).

Payment of royalties on account of development projects funded as above is conditional upon the ability to generate revenues from products developed under such projects. Accordingly, the Group is not obligated to pay any royalties on account of funded projects which fail to generate revenues.

As of December 31, 2011, the maximum royalty the Company might be required to pay in the future on account of projects funded under the Office of the Chief Scientist is $4,363,000, including interest in the amount of $812,000.

Contingent liabilities:

Lawsuits against the Company and its subsidiaries:

In June 2006, a customer in the U.S (the “customer”) filed in the District Court of Madison County, Nebraska complaint against the Company’s subsidiary, Retalix USA Inc. (“Retalix USA”) and Integrated Distribution Solutions, LLC (“IDS”), in which it asserts claims for misrepresentation and concealment, breach of contract and breach of warranties arising from its contract with IDS. In August, 2006, the action was removed to the U.S. District Court for the District of Nebraska, and IDS filed a motion to compel arbitration and Retalix USA filed a motion to dismiss the complaint on various grounds. In September, 2006, the customer opposed to these motions. In October, 2006, the court granted IDS’s motion to compel arbitration and reserved judgment on Retalix USA’s motion to dismiss the complaint and stayed the federal action, all pending the outcome any arbitration. In February 2007, Retalix USA filed a Demand for Arbitration against the customer with the American Arbitration Association in Dallas, Texas, seeking to recover damages, interest and attorney’s fees in excess of $2.3 million as a result of the customer’s failure to pay for products delivered and services rendered as well as other misconducts. In February 2007, the customer filed a Counterclaim and Demand for Arbitration seeking to recover damages, interest, taxable arbitration costs and attorney’s fees in excess of $9.9 million for breach of contract, breach of warranties and other misconducts. In August 2007, the arbitrators approved a preliminary hearing scheduling order, according to which the parties exchanged discovery requests, written responses and documents. In November 2007 the customer filed a statement of damages alleging total damages in excess of $22 million. In March 2009, the arbitrators awarded Retalix USA $2.5 million in compensatory damages that constitute $1.7 million in revenues and $0.8 million in G&A income that were recorded in the Company’s books. In April 2009, the customer paid the arbitration award amount in full and it is recognized in the Company’s statement of income. In April 2009, the Nebraska federal court affirmed the arbitration award, entered judgment in favor of Retalix USA and against the customer, and dismissed, with prejudice, the customer’s claim against Retalix USA and IDS.

F - 26

RETALIX LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 8 – COMMITMENTS AND CONTINGENT LIABILITIES (continued):

In March 2006, a former employee of one of the Company’s Israeli subsidiaries (“Tamar”), submitted in the Labor Court a claim against the subsidiary for salary, severance, directors insurance and study fund payments. The Company submitted a statement of defense and on September 2011 a verdict was awarded against the subsidiary which awarded the plaintiff a total of $65,000.

In January 2007 as part of the liquidation of Pantin Group Ltd (“Pantin”), the liquidator of Pantin submitted in the district court a claim against the Company, according to which the Company needed to provide sales reports as of December 2006 for certain customers of the Company. Retalix submitted audited sales reports as requested. Settlement has been reached and approved and recorded in the Company’s financial statements on March 2009 in the amount of 25,000 Euro.

In April 2011, a class action was filed in the United States District Court for the Northern District of California against a Company customer and the Company by franchisees of such customer. Most of the allegations in the Class Action Complaint are unrelated to the Company, but the Class Action Complaint also alleges that the Company is liable for negligence, for breach of contract and under California’s Business and Professional Code toward the franchisees because of faulty operation of the Company’s software, which allegedly caused substantial monetary damages. In November 2011, the class action against the Company was dismissed with prejudice, in December 2011 the plaintiffs filled a noticeof appeal and in January 2012, plaintiffs voluntarily dismissed the appeal.

In May 2011, a complaint was filed in the Superior Court of California, County of Los Angeles, against a Company’s customer, the Company and another third party provider by a few dozen of franchisees of the Company’s customer. The Complaint alleges that the Company is liable for contracts and negligence and also for constructive fraud. The Complaint was amended in September 2011 such that the sole remaining cause of action against the Company relates to negligence. In January 2012, the amended Complaint was dismissed without prejudice and the plaintiffs were allowed to file and did file, an amended complaint in such actions. The Company is of the opinion that its exposure due to the claim is not reasonable or probable and expects no impact on the financial statements.

In March 2011, a trustee in bankruptcy for Affiliated Foods Southwest Inc., a former customer of the Retalix, notified the Company of his claim that payments totaling $491,292 by the debtor constituted preferential payments under the bankruptcy code. The Company responded that it disputes the trustee's calculation and claims a set off right in the amount of $1,734,466, among other things. The statutory deadline for filling any such suit was May 2011, but at the trustee's request, the Company offered to enter into a tolling agreement which contemplated extending the deadline for the trustee's action to August 2011. The trustee did not timely accept the Company's offer, but neither did he timely file suit prior to the statutory deadline. Accordingly, the trustee was notified that the Company will assert that he has missed his deadlines. Since then, the trustee has sought three additional extensions of the tolling period and the Company has agreed to extend the tolling period through April 2012, while the parties continue to consider the possibility of settlement, but in all such extensions, the Company has reserved all rights and defenses. By letter dated January 2012, the trustee has reduced his demand to $304,358; however no litigation activity is yet pending on this matter and the Company is of the opinion that its exposure due to the claim is not probable and expects no impact on the financial statements.

The Company and its subsidiaries are also parties to several other claims filed against them totaling approximately $34,000. In addition, the Company and its subsidiaries are parties to several disputes with former or current customers and service providers. These disputes, estimated at a total of $476,000, have not materialized to court claims and some of them are in mediation. The Company is of the opinion that its exposure due to the claims above is not probable to be materialized and thus no provision was recorded in regard to these claims as of December 31, 2011.

F - 27

RETALIX LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 9 – EQUITY:

Share capital:

The Company’s shares confer upon the holders the right to receive notice to participate and vote in the general meetings of the Company and right to receive dividends, if and when declared.

On November 19, 2009, the Company executed a private placement transaction with a group of investors (“Investors”), see note 16. The Company issued to the investors 3,612,804 ordinary shares, constituting 17.7% of the Company’s outstanding share capital (prior to such issuance), and warrants to purchase up to an additional 1,250,000 ordinary shares with an exercise price in the range of $9.75 to $12.10, for gross consideration of approximately $32.9 million. Together with other shares purchased by the investors, including from the Company’s former CEO, following the closing the investors held an aggregate of 20% of the outstanding share capital, and the warrants represent an additional 4.95% of the Company outstanding share capital (after giving effect to the exercise of such warrants on a fully diluted basis).

On September 16, 2009, the Company’s shareholders approved an increase of the Company’s authorized share capital to NIS 50,000,000 divided into 50,000,000 Ordinary Shares.

Stock based compensation:

Company’s Option plans

In March 1998, the Company’s Board of Directors approved the Second 1998 Share Option Plan (the “Second 1998 Plan” or the “US Plan”). Under the Second 1998 Plan (as was amended from time to time) up to 5,000,000 options are available for grant to employees, directors and consultants of the Company, to purchase Ordinary shares of the Company. Each option is exercisable into one ordinary share of the Company. The exercise price of each option under this plan is to be at least equal to the fair value of one Ordinary share at the grant date. Unless terminated earlier, the options will expire starting from December 2011 through January 2014. These options vest over the period of 3 years.

On November 19, 2007, the Company’s Board of Directors amended the U.S. Plan so as to enable the Company to grant Restricted Stock Units (“RSUs”) pursuant to such US Plan. In addition, in November 2007, the Company’s Board of Directors approved an increase of the pool of authorized and unissued Ordinary Shares for the purpose of grant of awards under the Second 1998 Plan by 2,000,000 shares, such that the aggregate pool of reserved shares shall be of 7,000,000 shares. Following the adoption of the 2009 Plan (described below), our board of directors suspended the use of the Second 1998 Plan.

Through December 31, 2011 and 2010, 3,899,893 and 3,614,603 options have been exercised under the Second 1998 Plan at exercise prices ranging between $5.77 and $19.13 per share.

In May 2004, the Company’s Board of Directors approved the 2004 Israeli Share Option Plan (the “Israeli Plan”). Under the Israeli Plan up to 2,000,000 options can be granted to Israeli employees, directors and consultants of the Company to purchase Ordinary shares of the Company. Each option is exercisable into one Ordinary share of the Company. Unless terminated earlier, the options granted to date under the Israeli Plan will expire under the terms of the option agreements in November 2019. These options vest over a period of 3 years.

F - 28

RETALIX LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 9 – EQUITY (continued):

On November 19, 2007, the Company’s Board of Directors amended the Israeli Plan so as to enable to grant of RSUs pursuant to such Israeli Plan.

Through December 31, 2011 and 2010, 323,048 and 307,467 options, respectively have been exercised under the 2004 Israeli Plan at exercise prices ranging between $0.25 and $16.83 per share.

During 2007 through 2010 the Company’s Board of Directors approved to grant up to an aggregate of 329,750 RSUs, at an exercise price of NIS 1.00, pursuant to the Israeli Plan, exercisable into ordinary shares of the Company to Israeli employees of the Company and to US employees. As of December 31, 2011, there are no RSUs which are unvested and 82,413 have been forfeited.

The options and the RSUs granted under the Israeli Plan are all subject to the “capital gains taxation route” under Section 102 of the Income Tax Ordinance [New Version], 1961, which generally provides for a reduced tax rate of 25% on gains realized upon the exercise of options and sale of underlying shares, subject to the fulfillment of certain procedures and conditions. Under the “capital gains taxation route,” the Company is not entitled to recognize a deduction for tax purposes of the gain recognized by the employee upon sale of the shares underlying the options. However, a sale of the shares underlying the RSUs are taxed as working income and is deductible for tax purposes.

Following the adoption of the 2009 Plan (described below), our board of directors suspended the use of the Israeli Plan.

In September 2009, the Company’s Board of Directors approved a new equity incentive plan named the “Retalix Ltd. 2009 Share Incentive Plan” (the “2009 Plan”) and resolved that all new grants of awards shall be made under the 2009 Plan and not the Second 1998 Plan or the Israeli Plan, unless determined otherwise by the Board of Directors. The Board of Directors also increased the total pool of Ordinary Shares available for issuance under all of the Company’s equity incentive plans by 2,000,000 Ordinary Shares. The 2009 Plan is substantially similar to the Israeli Plan, as amended, with the addition of an addendum setting forth certain terms of options that may be granted to U.S. employees and service providers, including incentive stock options (“ISOs”). Currently, the Company may only grant to U.S. grantees nonqualified stock options under the 2009 Plan as the grant of ISOs requires the approval of our shareholders pursuant to applicable tax laws.

As of December 31, 2011, 581,000 options to purchase ordinary shares were outstanding under the 2009 Plan. As of such date, 5,449,110 ordinary shares remain available for future grants of awards under said plan. To the extent that an award granted under any of our equity incentive plans terminates or expires, the ordinary shares subject to the award will again become available for grant under the 2009 Plan.

F - 29

RETALIX LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 9 – EQUITY (continued):

For a description of compensation expense in respect of the Company’s former CEO’s entitlement to options, see note 16.

Following is a summary of the status of the option plans:

	2011			2010			2009
	Number of options and RSUs		Weighted average exercise price	Number of options and RSUs		Weighted average exercise price	Number of options and RSUs		Weighted average exercise price
			U.S. $			U.S. $			U.S. $

Options and RSUs outstanding at beginning of year	1,656,993		12.50	2,113,953		13.62	1,799,924		16.33
Changes during the year:
Granted	268,500		14.73	452,500		13.08	898,898		11.04
Exercised*	(325,871	)	9.35	(75,826	)	0.25	(81,674	)	0.25
Forfeited or expired	(296,673	)	15.99	(833,634	)	16.78	(503,195	)	20.89
Options and RSUs outstanding at end of year**	1,302,949		12.95	1,656,993		12.50	2,113,953		13.62
Options and RSUs vested at year-end	629,450		12.10	785,579		11.94	1,366,714		14.54
Weighted average fair value at grant date of options and RSUs granted during the year			6.4			5.2			6.1

The total intrinsic value of options exercised during the years ended December 31 2011, 2010 and 2009 is $1,935,000, $953,000 and $933,000, respectively.

As of December 31, 2011, there was $1,572,000 of total unrecognized compensation cost (net of forfeitures) related to nonvested share-based compensation arrangements granted under the plans. The weighted average realization period of the above unrecognized compensation cost was 1.63 years.

The fair value of each option granted is estimated on the date of grant using the Black-Scholes option-pricing model. Following are the relevant weighted average assumptions:

	Year ended December 31
	2011	2010	2009
Dividend yield	0%	0%	0%
Expected volatility	49%-57%	55%-58%	48%-66%
Risk free interest rate	0%-2%	1%-2%	1%-2%
Expected holding period (in years)	3-5	3-4	3-6

F - 30

RETALIX LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 9 – EQUITY (continued):

The following table summarizes information about options and RSUs under the Company’s plans outstanding at December 31, 2011:

Exercise price U.S.$	Number of options and RSUs outstanding at December 31, 2011		Aggregate intrinsic value* in U.S. $ In thousands		Number of options and RSUs exercisable at December 31, 2011		Aggregate intrinsic value* in U.S. $ In thousands		Weighted average remaining contractual life (in years) of options and RSUs outstanding		Weighted average remaining contractual life (in years) of exercisable options and RSUs

6.00		101,949		1,039		101,949		1,039		1		1
11.62		50,000		229		16,667		76		2.57		2.57
11.64		15,000		68		5,000		23		2.39		2.39
13.34		620,000		1,767		413,333		1,178		8		8
13.40		42,500		119		14,167		40		2.92		2.92
13.41		225,000		626		75,001		209		2.1		2.1
13.60		3,500		9		-		-		6.78		-
13.63		10,000		26		3,333		9		2.21		2.21
14.49		93,500		159		-		-		6.43		-
14.62		7,500		12		-		-		7.03		-
14.89		10,000		13		-		-		6.68		-
14.90		124,000		160		-		-		6.14		-

		1,302,949		4,227		629,450		2,574		5.65		5.84

Based on the last known closing price of the Company’s Ordinary shares on the Nasdaq Global Select Market as at December 31, 2011, of $16 per share.

Stock option plan of subsidiaries:

In December 2000, a subsidiary’s board of directors approved an employee stock option plan (the “Subsidiary Plan”). Pursuant to the Subsidiary Plan, 270,000 Ordinary shares, of NIS 0.01 par value, of the subsidiary are reserved for issuance upon the exercise of options to be granted to some of the Company’s and of the subsidiary’s employees. In addition, within the context of an investment agreement signed on December 31, 2000, additional options to purchase 90,000 shares each were granted to an investor. On November 23, 2004, the above subsidiary’s board of directors approved an additional employee stock option plan (the “Subsidiary 2004 Plan”). Virtually all of the above mentioned options except those granted to the investor vest as follows: 33.33% after the first year, another 33.33% after the second year and another 33.33% after the third year, (in cases where the optionee is an employee of the Company or its subsidiary - provided that the employee is still the subsidiary’s or the Company’s employee). In addition, all the above options including those granted to the investor are not exercisable prior to: (1) the consummation of an IPO of the subsidiary’s securities, (2) a merger of the subsidiary or (3) seven years from the date of grant. The rights conferred by Ordinary shares obtained upon exercise of the options will be identical to those of the other Ordinary shares of the subsidiary. Any option not exercised within 10 years of grant date, will expire. Some of the options under these plans are subject to the terms stipulated by Section 102 of the Israeli Income Tax Ordinance.

F - 31

RETALIX LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 9 – EQUITY (continued):

During 2001 and 2004, the subsidiary granted the said options to purchase 270,000 and 36,000 shares, respectively, partly at an exercise price per share of NIS 0.01 and an exercise price of $5.55. As of December 31, 2011, the 2001 Subsidiary Plan stock options have expired, and options to purchase 27,033 ordinary shares under the Subsidiary 2004 Plan were outstanding.

In December 2004, the board of directors of another subsidiary (the “Additional Subsidiary”) approved an employee stock option plan (the “Additional Subsidiary Plan”). Pursuant to the Additional Subsidiary Plan, options to purchase up to 1,500,000 shares of the Additional Subsidiary can be granted to its employees, officers and other service provider providing services to the Company or any affiliate. In addition, the Additional Subsidiary Plan stipulates that options granted pursuant to it, are not to be exercised prior to: (1) the conversion of the corporate entity of the Additional Subsidiary from a limited liability company to a C corporation, (2) the consummation of an IPO of the Additional Subsidiary’s securities, (3) a merger or a significant change of control in the Additional Subsidiary or (4) five years from the date of grant. In December 2004, the Additional Subsidiary granted options to acquire 1,169,000 of its shares, of which 639,000 options were granted to its employees, and 530,000 options were granted to employees of sister subsidiary (see note 1r). The options granted bear an exercise price of $0.3748, which reflects the fair value per share according to an independent valuation. Through December 31, 2011, 453,500 of these options were forfeited and the remaining are outstanding. In addition, in July 2006, additional options to acquire 84,000 of the Additional Subsidiary’s shares were granted to its employees at an exercise price of $0.9422 a share, which reflects the market value per share according to management’s valuation. All of these Additional Subsidiary options vest seven years from grant and have full vesting upon an IPO or change of control or upon the administrating committee’s discretion, accelerated vesting in the event of merger, sale, disposition, or initial public offering of the majority interest of the subsidiary. Through December 31, 2011, 62,000 of these options were forfeited and the remaining are outstanding. The Additional Subsidiary Plan terminates ten years from the grant date.

Dividends:

In the event that cash dividends are declared by the Company, such dividends will be paid in Israeli currency. Under current Israeli regulations, any cash dividend in Israeli currency paid in respect of Ordinary shares purchased by non-residents of Israel with non-Israeli currency may be freely repatriated in such non-Israeli currency, at the rate of exchange prevailing at the time of conversion.

The Company’s board of directors is authorized to declare dividends, subject to applicable law. Dividends may be paid only out of profits and other surplus, as defined in the Israeli Companies Law, as of the end of the most recent financial statements or as accrued over a period of two years, whichever is higher. Alternatively, if the Company does not have sufficient profits or other surplus, then permission to effect a distribution can be granted by order of an Israeli court. In any event, a distribution is permitted only if there is no reasonable concern that the dividend will prevent the Company from satisfying the Company’s existing and foreseeable obligations as they become due.

F - 32

RETALIX LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 9 – EQUITY (continued):

Out of the Company’s retained earnings as of December 31, 2011 and 2010, approximately $44,236,000 and $42,936,000 are tax-exempt respectively, due to “Approved Enterprise” or “Privileged Enterprise“ status granted to some of the Company’s facilities – see note 10b. If such tax-exempt income is distributed by cash dividend (including a liquidation dividend), it would be taxed at the reduced corporate tax rate applicable to such profits (25%) and an income tax liability of up to approximately $11,059,000 and $10,734,000 would be incurred as of December 31, 2011 and 2010, respectively. The Company’s board of directors has determined that it will not distribute any amounts of its undistributed tax exempt income as dividends. The Company intends to reinvest the amount of its tax-exempt income. Accordingly, no deferred income taxes have been provided on income attributable to the Company’s “Approved Enterprise” or “Privileged Enterprises” as the undistributed tax exempt income is essentially permanent in duration. See also notes 10b and 10g5.

NOTE 10 – TAXES ON INCOME:

Corporate taxation in Israel:

Tax rates:

Income from other sources in Israel:

The income of the Company and its Israeli subsidiaries (other than income from “Approved Enterprises” or “Privileged Enterprises”, see b. below) is taxed at the corporate tax rate of 26% in 2009, 25% in 2010 and 24% in 2011. On December 6, 2011, the “Tax Burden Distribution Law” Legislation Amendments (2011) was published in the official gazette, under which the previously approved gradual decrease in corporate tax was cancelled. The corporate tax rate increased to 25% as from 2012 and thereafter.

The Company and its Israeli subsidiaries compute their taxable income in accordance with local income tax regulations. Accordingly, the Company’s and its Israeli subsidiaries' taxable income or losses are calculated in New Israeli Shekel. Applying these regulations effect the taxable income as a result of foreign exchange rate tendencies (of NIS against other currencies).

Income of non-Israeli subsidiaries:

Subsidiaries that are incorporated outside of Israel are assessed for tax under the tax laws in their countries of residence. The Company’s U.S. subsidiaries are taxed on a consolidated basis. The enacted statutory tax rates applicable to the Company’s primary subsidiaries outside Israel are as follows:

Companies incorporated in the U.S. – tax rate of 37%-40%.

Company incorporated in Italy – tax rate of 33%.

Companies incorporated in Australia, France, Japan and U.K. – tax rate of 30%-40%.

Tax benefits under the Law for the Encouragement of Capital Investments, 1959 (the “Investment Law”)

The Company has been granted an “Approved Enterprise” or “Privileged Enterprises” status under the Investment Law including Amendment No. 60 thereof, which became effective in April 2005.

The Investment Law empowers the Israeli Investment Center or Israeli Tax Authority to grant Approved or Privileged Enterprise status, respectively, to capital investments in production facilities that meet certain relevant criteria. In general, such capital investments will receive Approved or Privileged Enterprise status if the enterprise is expected to contribute to the development of the productive capacity of the economy, absorption of immigrants, creation of employment opportunities, or improvement in the balance of payments.

F - 33

RETALIX LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 10 – TAXES ON INCOME (continued):

The tax benefits derived from any such Approved or Privileged Enterprise relate only to taxable profits attributable to the specific program of investment to which the status was granted.

In April 2005, a major amendment to the Investment Law came into effect, which is intended to provide expanded tax benefits to local and foreign investors and to simplify the bureaucratic process relating to the approval of investments that qualify under the Investment Law. Under the amendment, certain minimum qualifying investment requirements, time restrictions in which the investment is made and other conditions were established for new Approved Enterprises or expansions. Moreover, with a view to simplifying the bureaucratic process, the amendment provides that, in the event that an investment project meets all of the eligibility criteria under one of the “Alternative Tracks”, a project will automatically qualify for Approved Enterprise taxation benefits under the Investment Law with no need for prior approval from the Investment Center.

The amendment does not apply retroactively to investment programs having an Approved Enterprise approval certificate from the Investment Center issued prior to December 31, 2004 (even when investments under these programs are made after January 1, 2005). The amendment only applies to a new Privileged Enterprise and to a Privileged Enterprise expansion for which the first year of benefits is 2004 or any year thereafter.

The Investment Law was further amended as part of the Economic Policy Law for the years 2011-2012, which was passed in the Israeli Parliament on December 27, 2010 (the “Amendment”). The Amendment was signed at the beginning of January 2011 by the officials authorized by the State of Israel to approve it, and became effective as from January 1, 2011. The Amendment sets alternative benefit tracks to the ones currently in place under the provisions of the Law, as follows: investment grants track designated for enterprises located in national development zone A and two new tax benefits tracks (preferred enterprise and a special preferred enterprise), which provide for application of a unified tax rate to all preferred income of the company, as defined in the Investment Law.

The tax rates at company level, under the Investment Law:

Years	Development Zone A	Other Areas in Israel
"Preferred Enterprise"
2011-2012	10%	15%
2013-2014	7%	12.5%
2015 and thereafter	6%	12%
"Special Preferred Enterprise"
commencing 2011	5%	8%

The benefits granted to the Preferred Enterprises will be unlimited in time, unlike the benefits granted to Special Preferred Enterprises, which will be limited for a period of 10 years. The benefits are granted to companies that qualify under criteria set in the Investment Law; for the most part, those criteria are similar to the criteria that were included in the Investment Law prior to the Amendment.

Under the transitional provisions of the Investment Law, a company will be allowed to continue and enjoy the tax benefits available under the Investment Law prior to its amendment until the end of the period of benefits, as defined in the Investment Law. The Company will be allowed to set the "year of election" no later than tax year 2012, provided that the minimum qualifying investment was made not later than the end of 2010. On each year during the period of benefits, the Company will be able to opt for application of the Amendment, thereby making available to itself the tax rates as above. A company's opting for application of the Amendment is irrecoverable.

F - 34

RETALIX LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 10 – TAXES ON INCOME (continued):

The Amendment was not adopted by the Company as of December 31, 2011. Accordingly, the measurement of the deferred income taxes, was prepared without taking the effects of Capital Investments Amendment into consideration.

The Company is entitled to additional tax benefits as "companies of foreign investors", as defined by the Investment Law.

The main tax benefits available to the Company are:

Reduced tax rates:

In respect of income derived from the Approved or Privileged Enterprises, the Company is entitled to benefits under the Investment Law’s reduced tax rates during a period of seven years from the year in which such enterprises first earn taxable income (limited to twelve years from commencement of production or fourteen years from the date of approval, whichever is earlier).

Overall the Company has ten Approved and Privileged Enterprises.

Income derived from the Approved or Privileged Enterprises is tax exempt during the first two years of the seven-year tax benefit period as above, and is subject to a reduced tax rate of 25% during the remaining five years of benefits.

As of December 31, 2011, the periods of benefits relating to eight of the Approved and Privileged Enterprises of the Company have already expired. The periods of benefits relating to remaining Privileged Enterprise programs will expire in 2017.

In the event of a cash dividend distribution of cash dividends (and for benefitted enterprise – also liquidation dividend) out of income which was tax exempt as above, the Company would have to pay the 25% income taxes in respect of the amount distributed (the amount distributed for this purpose includes the amount of the income taxes that applies as a result of the distribution (see 10g5 below and note 9c2).

Accelerated depreciation:

The Company is entitled to claim accelerated depreciation in respect of equipment used by Approved or Privileged Enterprises during the first five tax years of the operation of these assets.

The entitlement to the above benefits is conditional upon the Company’s fulfillment of the conditions stipulated by the above Investment Law, the regulations published thereunder and the certificates of approval for the specific investments in approved or privileged enterprises. In the event that the Company fails to comply with these conditions, the benefits may be cancelled and the Company may be required to refund the amount of the benefits, in whole or in part, with interest and adjustments for inflation based on the Israeli Consumer Price Index (“Israeli CPI”).

F - 35

RETALIX LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 10 – TAXES ON INCOME (continued):

Measurement of results for tax purposes under the Income Tax (Inflationary Adjustments) Law, 1985 (the “Inflationary Adjustments Law”)

Pursuant to the Inflationary Adjustments Law, the results for tax purposes have been measured through 2007 on a real basis, based on changes in the Israeli CPI. The Israeli companies in the Group are taxed under this law. Under the Israel Income Tax Law (Adjustments for Inflation) (Amendment No. 20), 2008, the provisions of the Inflationary Adjustments Law will no longer apply to the Company in the 2008 tax year and thereafter, and therefore, the results of the Company and its Israeli subsidiaries will be measured for tax purposes in nominal terms.

These financial statements are presented in dollars. The difference between the changes in the Israeli CPI and the exchange rate of the dollar, both on an annual and a cumulative basis causes a difference between taxable income and income reflected in these financial statements. ASC 740-10-25, prohibits the recognition of deferred tax liabilities or assets that arise from differences between the financial reporting and tax bases of assets and liabilities that are remeasured from the local currency into dollars using historical exchange rates, and that result from changes in exchange rates or indexing for tax purposes. Consequently, the abovementioned differences were not reflected in the computation of deferred tax assets and liabilities.

d. Tax benefits under the Law for the Encouragement of Industry (Taxes), 1969:

The Company is an “industrial company” as defined by this law and as such is entitled to certain tax benefits, consisting mainly of accelerated depreciation and the right to claim expenses in connection with issuance of its shares to the public, as well as the amortization of patents and certain other intangible property rights, as a deduction for tax purposes.

e. Carryforward tax losses:

Carryforward tax losses of the Company as of December 31, 2011 and 2010 aggregate approximately $3,601,000 and $22,880,000, respectively.

Carryforward tax losses of certain subsidiaries as of December 31, 2011 and 2010 aggregate approximately $37,161,000 and $46,611,000, respectively.

As of December 31, 2011 and 2010, the Company’s U.S. subsidiaries (which are taxed on a consolidated basis) have U.S. federal net operating loss carryforwards of approximately $37,227,000 and $43,183,000, respectively, which include approximately $5,562,000 relating to excess stock option deductions. The U.S. subsidiaries have state net operating loss carryforwards of approximately $26,482,000, which includes approximately $5,562,000 relating to excess stock option deductions discussed above. Federal and State net operating loss carryforwards of the U.S. subsidiaries expire at various dates from 2015 through 2029. Utilization of the U.S. subsidiaries federal and state net operating losses attributable to acquired subsidiaries, of approximately $28,527,000 and $14,120,000, respectively, are subject to an annual limitation under Internal Revenue Code section 382 determined by multiplying the value of the acquired entity’s stock at the time of acquisition by the applicable long-term tax exempt rate.

F - 36

RETALIX LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 10 – TAXES ON INCOME (continued):

Uncertain tax positions:

The following table summarizes the activity of the Company unrecognized tax benefits:

	Year ended December 31, 2011			Year ended December 31, 2010			Year ended December 31, 2009
	U.S. $ in thousands			U.S. $ in thousands			U.S. $ in thousands
Balance at beginning of year		3,585			3,664			2,672
Increase (decrease) in tax positions for prior years		(2,746	)		(55	)		987
Increase (decrease) in tax positions for current year		2,550			(24	)		5
Balance at End of Year		3,389			3,585			3,664

The amount of net unrecognized tax benefits that, if recognized, would affect the effective tax rate was $3,389,000 and $3,585,000 at December 31, 2011 and 2010, respectively. The total liability in respect of unrecognized tax benefits include accrued potential interest of $104,000 and $1,117,000, respectively. The Company does not expect unrecognized tax expenses to change over the next 12 months.

In years 2011, 2010 and 2009, the Company recognized interest expense (income) related to unrecognized tax benefits in the amounts of ($1,013,000), $227,000 and $98,000, respectively. As of December 31, 2011, the amounts of interest accrued on the balance sheet are $104,000.

Consistent with the provisions of ASC 740-10, the Company presents a liability for unrecognized tax benefits in amount of $3,493,000 as non-current liabilities because payment of cash is not anticipated within one year subsequent to the balance sheet date. This non-current liability is included in the consolidated balance sheet among long-term liabilities.

F - 37

RETALIX LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 10 – TAXES ON INCOME (continued):

Deferred income taxes:

The deferred tax asset in respect of the balances of temporary differences (mostly in respect of carryforward losses) and the related valuation allowance are as follows:

	December 31
	2011			2010
	U.S. $ in thousands
Provided in respect of the following:
Provisions for employee rights		628			826
Deferred revenues		1,443			1,448
Carryforward tax losses		12,583			18,525
Doubtful accounts		1,085			1,516
Research and development		2,997			2,945
Employee stock options and RSUs		2,195			2,349
Non employee stock options		37			239
Depreciable fixed assets		150			138
Goodwill and other intangible assets		4,462			5,003
Other		382			858
		25,962			33,847
Goodwill and other intangible assets		(270	)		(271	)
		25,692			33,576
L e s s- valuation allowance*		(10,203	)		(19,538	)
		15,489			14,038

*	The Company has provided valuation allowances in respect of certain deferred tax assets resulting from tax loss carry forwards and other reserves and allowances due to uncertainty concerning realization of these deferred tax assets.

F - 38

RETALIX LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 10 – TAXES ON INCOME (continued):

The deferred taxes are presented in the balance sheets as follows:

	December 31
	2011			2010
	U.S. $ in thousands

As a current asset		4,374			4,572
As a non-current asset		11,385			9,737
		15,759			14,309
As a non-current liability		(270	)		(271	)
		15,489			14,038

Realization of the deferred tax assets is conditional upon earning a sufficient amount of taxable income in the coming years. The value of the deferred tax assets, however, could decrease in future years if estimates of future taxable income are reduced.

The deferred taxes are computed at the tax rates of 12%- 40%.

As stated in b. above, part of the income of the Company’s income is tax exempt due to the Approved or Privileged Enterprise status granted to most of their production facilities. The Company has decided to permanently reinvest the amount of such tax exempt income and not to distribute it as dividends. Accordingly, no deferred taxes have been provided in respect of such income in these financial statements (see note 9c2).

Income (loss) before taxes on income and income taxes (tax benefit) included in the income statements:

	Year ended December 31
	2011			2010		2009
	U.S. $ in thousands
1) Income (loss) before taxes on income:
Israeli		9,118			10,468		4,523
Non-Israeli		5,903			5,466		5,060
		15,021			15,934		9,583
2) Income taxes (tax benefit) included in the income statements:
Current:
Israeli		2,459			259		336
Non-Israeli		671			674		1,290
		3,130			933		1,626
Previous Years:
Israeli		(1,100	)		918		(1,673	)
Non-Israeli		(39	)		16		256
		(1,139	)		934		(1,417	)
Deferred:
Israeli		4,387			995		3,222
Non-Israeli		(5,883	)		1,805		63
		(1,496	)		2,800		3,285
		495			4,667		3,494

F - 39

RETALIX LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 10 – TAXES ON INCOME (continued):

Following is a reconciliation of the theoretical tax expense, assuming all income is taxed at the regular tax rate applicable to companies in Israel (2011-24%, 2010-25% and 2009-26%) and the actual tax expense:

	Year ended December 31
	2011			2010			2009
	U.S. $ in thousands
Income before taxes on income, as reported in the income statements		15,021			15,934			9,583
Theoretical tax expense		3,605			3,984			2,492

Increase (decrease) in taxes resulting from permanent differences:
Disallowable deductions		248			300			657
Increase in taxes resulting from different tax rates applicable to non - Israeli subsidiaries		747			240			70
Changes in valuation allowance		(9,335	)		1,018			-
Differences between the basis of measurement of income reported for tax purposes and the basis of measurement of income for financial reporting purposes**		4,790			(778	)		(281	)
Prior years tax expenses (benefits)*		597			934			(1,417	)
Decrease in taxes on income resulting from the computation of deferred taxes at a rate which is different from the theoretical rate		(346	)		(336	)		(248	)
Change in corporate tax rates, see a(1) above		(202	)		-			2,290
Increase (decrease) in deferred taxes resulting from different currency rates		391			(695	)		(69	)
Taxes on income for the reported years		495			4,667			3,494

During 2009 the Company concluded its tax assessment for the tax years 2003 through 2004 which reflect the majority of the Company’s tax income. During 2010 the Company performed a negative adjustment to its foreign withholding taxes as a result of low utilization visibility. During 2011 the Company concluded its tax assessment for tax years 2005 through 2009 which reflect the majority of the Company’s tax expenses.

Mainly include difference in basis of measurement between dollars and NIS for Israeli tax purposes and change in provisions.

Tax assessments

The Company has received final tax assessments through the year ended December 31, 2009. Retalix Holdings, Inc. received final tax assessments through the year ended December 31, 2007. Retalix Italia received final assessments through the year ended December 31, 2005. The Israeli subsidiaries received final assessments through the years ended December 31, 2007. Other subsidiaries have not been assessed since incorporation.

F - 40

RETALIX LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 11 – MONETARY BALANCES IN NON-DOLLAR CURRENCIES:

	December 31, 2011
	Israeli currency
	Linked to the Israeli CPI			Unlinked			Other non-dollar currencies
	U.S. $ in thousands

Assets		962			27,620			29,911
Liabilities		(3,898	)		(21,356	)		(11,906	)

NOTE 12 – SUPPLEMENTARY BALANCE SHEET INFORMATION:

		December 31
		2011		2010
		U.S. $ in thousands
a.	Accounts receivable:

	1) Trade:

	Open accounts		62,187		62,180
	Less - allowance for doubtful accounts		5,466		6,644
			56,721		55,536

	During 2011 and 2010 the Company recorded ($244,000) and $498,000 allowance for doubtful expenses and ($933,000) and ($3,078,000) bad debt write-off, respectively.

	2) Other:

	Government departments and agencies		3,057		565
	Pledged deposits and accumulated interest		990		1,003
	Derivative financial instruments		785		950
	Other		402		205
			5,234		2,723

Marketable securities and Long term investments:

Held to maturity bond securities - the amortized cost basis, aggregate fair value and the gross unrealized holding gains and losses are as follows:

	Amortized		Unrealized		Unrealized			Aggregate
	Cost		gains		Losses			fair value
	U. S. $ in thousands
At December 31:
2011		208		-		(73	)		135
2010		387		2		(123	)		266

The bonds mature as follows:

	U.S. $ in thousands

2012		9
2020		199
		208

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RETALIX LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 12 – SUPPLEMENTARY BALANCE SHEET INFORMATION (continued):

ARS – See note 1d and note 1n.

The marketable securities are presented in the balance sheets as follows:

	December 31
	2011		2010
	U.S. $ in thousands

Among current assets:
Available for sale security		-		1,819
Held to maturity corporate bond securities		9		193
		9		2,012
As non-current assets:
Available for sale security		830		300
Held to maturity corporate bond securities		199		194
		1,038		2,506

Long-term receivables

Long-term receivables are composed as follows:

	December 31
	2011			2010
	U.S. $ in thousands
Long-term trade receivables		901			1,175
Less - Unamortized discount*		(71	)		(76	)
		830			1,099

The discount is based on imputed interest of 4%.

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RETALIX LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 13 – DERIVATIVES AND OTHER FINANCIAL INSTRUMENTS:

Fair value of financial instruments:

The fair value of the financial instruments included in the working capital of the Group is usually identical or close to their carrying value. The fair value of long-term receivables, long-term loans and other long-term liabilities also approximates the carrying value, since they bear interest at rates close to the prevailing market rates. The amounts funded in respect of employee rights are stated at surrender value which is closed to its fair value.

The following methods and assumptions were used by the Company in estimating its fair value disclosures for financial instruments:

The carrying amount of cash and cash equivalents, trade receivables and trade payables approximates their fair values due to the short-term maturities of these instruments.

The fair value of short and long-term marketable securities is based on quoted market prices.

The fair value of derivatives generally reflects the estimated amounts that the Company would receive or pay to terminate the contracts at the reporting dates.

As to the fair value of derivatives, see b. below. As to the fair value of marketable debt securities, see note 12b.

b. Derivative financial instruments:

The Company's risk management strategy includes the use of derivative financial instruments to reduce the volatility of earnings and cash flows associated with changes in foreign currency exchange rates.

ASC No. 815, "Derivatives and Hedging" (“ASC 815”), requires the Company to recognize all of its derivative instruments as either assets or liabilities on the balance sheet at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, a company must designate the hedging instrument, based upon the exposure being hedged, as a fair value hedge, cash flow hedge or a hedge of a net investment in a foreign operation.

During 2011 and 2010, the Company entered into several foreign currencies forward and cylinder contracts for conversion of Australian dollar, British Pounds, Euro and NIS into a notional amount in dollars.

As of December 31, 2011, the Company had forty five open contracts, not designated for hedging, for the conversion of such foreign currencies into a total of approximately $16.7 million, the net fair value income of which as of December 31, 2011 is $483,000, which reflects the estimated amounts that the Group would receive for the termination of the contracts at the reporting date and which was recorded to financial income. As of December 31, 2010, the Company had fifty six open contracts of this nature for the conversion of such foreign currencies into a total of approximately $26.3 million, the net fair value income of which as of December 31, 2010 was $481,000.

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RETALIX LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 13 – DERIVATIVES AND OTHER FINANCIAL INSTRUMENTS (continued):

Starting fourth quarter of 2010, the Company entered into derivative instrument arrangements to hedge a portion of anticipated NIS payroll payments. These derivative instruments are designated as cash flow hedges, as defined by ASC 815. The transactions to hedge salary payments are made on denominated amounts that are no more than forecasted cash flows for salaries and benefits according to the Company's budget and on the dates that the cash flows are expected to be paid. Therefore, those transactions are all effective and the results are recorded as payroll expenses at the time that the hedged expense is recorded. The Company does not enter into derivative transactions for trading purposes.

For derivative instruments that are designated and qualify as a cash flow hedge (i.e., hedging the exposure to variability in expected future cash flows that is attributable to a particular risk), the effective portion of the gain or loss on the derivative instrument is reported as a component of accumulated other comprehensive income and reclassified into earnings in the line item associated with the hedged transaction in the period or periods during which the hedged transaction affects earnings. The remaining gain or loss on the derivative instrument in excess of the cumulative change in the present value of future cash flows of the hedged item, if any, is recognized in financial income/expense in the period of change.

	Notional amount				Fair value
	December 31,				December 31,
	2011		2010		2011			2010
	U.S. $ in thousands
Forward contracts to hedge payroll expenses		7,365		12,130		(425	)		469

The following table summarizes activity in accumulated other comprehensive income related to derivatives classified as cash flow hedges held by the Company during the reported years:

	Year Ended
	December 31,
	2011			2010
	U.S. $ in thousands
Balance at beginning of year		469			-
Unrealized gains from derivatives, net of tax		148			469
Reclassifications into earnings from other comprehensive income		(1,042	)		-
Balance at end of year		(425	)		469

The Company currently hedges its exposure to the variability in future cash flows for a maximum period of one year. At December 31, 2011, the Company expects to reclassify all of the net gains on derivative instruments from accumulated other comprehensive income (loss) to earnings during the next twelve months.

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RETALIX LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 13 – DERIVATIVES AND OTHER FINANCIAL INSTRUMENTS (continued):

The fair value of the Company's outstanding derivative instruments at December 31, 2011 and December 31, 2010 is summarized below:

		Fair value of derivatives instruments
		December 31,
	Balance sheet location	2011			2010
Derivative assets:		U.S. $ in thousands

Foreign exchange option contracts			(316	)		-
Foreign exchange forward contracts			374			950

			58			950
Derivative assets	Other receivables		785			950
Derivative liabilities	Other payables		(727	)		-

NOTE 14 – ENTERPRISE-WIDE DISCLOSURE:

The Company's management evaluates the performance of its business and concluded that its unified business is conducted globally by front-end units (product and services offering) and back-end units (research and development). Accordingly the Company concluded that it has one operating segment.

Revenues by geographic market were as follows::

	Year ended December 31
	2011		2010		2009
	U.S. $ in thousands

Revenues:
U.S		123,606		110,724		112,739
Israel		25,688		24,621		21,284
International*		86,746		72,029		58,370
Total revenues		236,040		207,374		192,393

* The international geographic market includes revenues from customers in Europe		50,888		41,341		39,296

F - 45

RETALIX LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 14 – ENTERPRISE-WIDE DISCLOSURE (continued):

Property, Plant and Equipment by geographical location were as follows:

	Depreciated
	balance at
	December 31
	2011		2010
	U.S. $ in thousands

Israel		15,602		14,384
U.S.		1,689		488
International		295		198
		17,586		15,070

Revenues from customer exceeding 10% of total revenues:

In the years ended December 31, 2011, 2010 and 2009, no customer generated revenues in excess of 10% of the Group’s total revenues.

NOTE 15 – SELECTED INCOME STATEMENT DATA:

	Year ended December 31
	2011			2010			2009
	U.S. $ in thousands
a. Financial income (expenses):
Gains on derivative financial instruments – net		406			1,061			398
Non-dollar currency gains (losses) – net		(187	)		(375	)		1,054
Interest income		2,061			3,316			693
Interest and bank commissions expense		(452	)		(493	)		(388	)
		1,828			3,509			1,757

b. Other (income) expenses - net:
Loss (gain) on sale of property and equipment		-			21			44
Gains on sale of product line		(216	)		(202	)		(150	)
Gains on sale of capital investment		(545	)		-			-
Other non-recurring income		-			-			(48	)
		(761	)		(181	)		(154	)

Indirect private placement costs relate to a Private Placement completed in November 2009 that generated $32.9 million dollars proceeds and $1.8 million dollars in indirect expenses for legal, insurance and employees related costs.

F - 46

RETALIX LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 15 – SELECTED INCOME STATEMENT DATA (continued):

Earnings per share (“EPS”):

Following are data relating to the number of shares - basic and diluted used for the purpose of computation of EPS:

	Year ended December 31
	2011		2010		2009
	Number of shares in thousands

Weighted average number of shares issued and outstanding- used in computation of basic earnings per share		24,230		24,102		20,824

Add incremental shares from assumed exercise of options and RSUs		487		413		196
Weighted average number of shares used in computation of diluted earnings per share		24,717		24,515		21,020

For the years ended December 31, 2011, 2010 and 2009 options in the total amount of 281,000, 1,362,514 and 2,991,149, respectively, were not taken into account in computation of diluted earnings per share, because of their anti dilutive effect.

NOTE 16 – RELATED PARTY TRANSACTIONS:

On November 19, 2009, the Company entered into a management services agreement (the “Management Agreement”), with certain investors. Under the Management Agreement, the investors provide management services and advise and provide assistance to the Company management concerning the Company’s affairs and business. The investors are required to devote an aggregate amount of 700 hours per each 12-month period during the term of the Management Agreement, allocated among the investor group members.

In consideration for the performance of the management services, the Company will pay to the investors an aggregate annual management services fee in the amount of $240,000, plus value added tax pursuant to applicable law, which is allocated among the investor group members at their discretion. The management services fee is payable quarterly in arrears. The Company also reimburses the investors for reasonable out-of-pocket expenses incurred by them in connection with the management services.

F - 47

RETALIX LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 16–RELATED PARTY TRANSACTIONS (continued):

Concurrently with the execution of the private placement agreements with the investors on September 3, 2009, the Company entered into a separation agreement with the Company’s former CEO for the termination of his services. The termination date was December 31, 2009. Pursuant to the separation agreement, on the termination date, the Company paid $333,000, representing five months of management fees and a termination bonus, and released the moneys accumulated in the various employee funds maintained by us for the former CEO, which relate to the period he was the Company’s employee. Pursuant to the separation agreement, the Company also paid the annual bonus for the year 2009 and committed to pay the monthly fee during the six-month post-termination period. Our former CEO agreed to extend the non-competition and non-solicitation period under the management agreement from one year to four years in exchange for a payment of $400,000.

Pursuant to the separation agreement, upon the closing of the private placement, the former CEO’s stock options became fully exercisable until their respective expiration dates. For four years following termination, the Company’s former CEO is required to grant the Company’s chairman of the board a voting proxy with respect to his ordinary shares, to the extent that they constitute more than 2.0% of the outstanding ordinary shares.

F - 48

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Retalix (RTLX) Inactive 20-F2011 FY Annual report (foreign)

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