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ASM International N.V. Audit Report / Information 2012

Dec 31, 2012

3812_10-k_2012-12-31_74d27b23-d97b-418b-bde1-c502da0d8a04.pdf

Audit Report / Information

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HAPOALIM INTERNATIONAL N.V.

$\frac{1}{2}$

Curaçao

Financial statements for the year ended December 31, 2012

(with independent auditors' report thereon)

$\frac{1}{4}$

Table of contents

Independent auditors' report $2 - 3$
Financial statements
Statement of financial position as at December 31, 2012 4
Statement of comprehensive income for the year ended December 31, 2012 5
Statement of changes in shareholder's equity for the year ended December 31, 2012 6
Statement of cash flows for the year ended December 31, 2012 7
Notes to the financial statements $8 - 22$
Annexes
Annex 1: Detailed listing of time deposits with maturity date and year-end interest rate $23 - 24$
Annex 2: Guaranteed Notes as per December 31, 2012 $25 - 30$

KPMG Accountants B.V. Emancipatie Boulevard 18 P.O. Box 3082 Willemstad Curacao

Telephone Teletax Internet

+599-9 732 5100 +599-9 737 5588 www.kpmg.an

Our ref 13/03-042

To the Management and Board of Supervisory Directors Hapoalim International N.V.

Curaçao

INDEPENDENT AUDITOR'S REPORT

We have audited the accompanying financial statements of Hapoalim International N.V., which comprise the statement of financial position as at December 31, 2012, the statements of comprehensive income, changes in shareholders' equity and cash flows for the year then ended, and notes, comprising a summary of significant accounting policies and other explanatory information.

Management's responsibility for the financial statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor's responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

13.03.042

Opinion

In our opinion, the financial statements give a true and fair view of the financial position of Hapoalim International N.V. as at December 31, 2012, and its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards.

Curaçao, March 15, 2013

KPMG ACCOUNTANTS B.V.

Vesselve

M.L.M. Kesselaer RA

÷,

Financial Statements

Statement of financial position as at December 31

Assets Note 2012 2011
(in US dollars)
Current assets
Cash and cash equivalents 2
Accrued interest receivable 2,695,345 2,597,406
Derivative assets 4 4,073,222
14,000,679
3,276,876
Time Deposits due from related parties 3 138,230,011 2,584,888
158,999,257 220,074,400
228,533,570
Non-current assets
Time deposits due from related parties 3 264,285,738 256, 181, 746
264, 285, 738 256, 181, 746
423,284,995 484,715,316
Liabilities and shareholder's equity Note 2012 2011
(in US dollars)
Current liabilities
Accrued interest payable 3,525,639 2,749,475
Derivative liabilities 4 674,583 13,828,329
Guaranteed notes 5. 151,472,693 208,483,304
Other liabilities 84,127 11,843
Income tax payable 6 90,065 134,500
155,847,107 225, 207, 451
Non-current liabilities
Due to related parties 900,000 900,000
Guaranteed notes 5 264, 369, 154 256,529,401
265,269,154 257,429,401
Shareholder's equity
Share capital 250,000 250,000
Accumulated deficit (2, 513, 030) (2,603,300)
Additional paid-in capital 4,431,764 4,431,764
2,168,734 2,078,464
423,284,995 484,715,316
uração Corporation Company N.V.
Managing Director

Statement of comprehensive income for the year ended December 31

Note 2012 2011
(in US dollars)
Operating income
Net interest income/(expense) 8 835,992 668,235
Net (expenses) from guaranteed notes designated at fair value
through profit or loss (24, 569, 538) 13,611,916
Net income from derivatives 24,569,538 (13,611,916)
Exchange differences (63, 772) 27,817
772,220 696,052
Operating expense
Administrative expenses (634, 657) (412, 159)
Profit before tax
(634, 657) 283,893
Income tax credit/(expense) 6 (47, 293) (46, 500)
Profit/(loss) for the year 90,270 237,393
Other comprehensive income/(loss)
Total comprehensive income/(loss) for the year 90,270 237,393

The accompanying notes form part of the financial statements

Statement of changes in shareholder's equity for the year ended December 31

Share
capital
Accumulated
deficit
Additional
paid-in
capital
Total
(in US dollars)
Balance at December 31, 2010 250,000 (2,840,693) 4,431,764 1,841,071
Profit for the year 237.393 237,393
Total other comprehensive Income
Total comprehensive Income for the year
237,393 237,393
Balance at December 31, 2011 250,000 (2,603,300) 4,431,764 2,078,464
Profit for the year 90,270 90,270
Total other comprehensive Income
Total comprehensive Income for the year
90,270 90,270
Balance at December 31, 2012 250,000 (2,513,030) 4,431,764 2,168,734

At December 31, 2012 the authorized share capital comprised 250 shares (2011: 250) with a par value of USD1,000. All issued shares are fully paid.

2012 2011
(in US dollars)
Net profit 90,270 237,393
Adjustments for:
Accrued income tax 47,293 46,500
Interest income (18, 527, 164) (13,961,450)
Interest expense 17,691,172 13,293,215
Interest received 17,730,818 12,396,451
Interest and commissions paid (16,915,008)
Income tax paid (12, 237, 312)
(Decrease)/increase in other liabilities (91, 728) (238, 754)
Effect of exchange rate fluctuations on cash held 72,284 2,723
Decrease/(increase) in time deposits due from related parties (39, 308)
Net (gain)/loss on investment securities at fair value through 73,740,397 (186, 833, 473)
Profit or loss from derivatives held for risk management 24,569,538 (13,611,916)
Net (gain)/loss on investment securities designated at fair
value through profit or loss from guaranteed notes (24, 569, 538) 13,611,916
Cash flow from operating activities 73,838,334 (187, 334, 015)
Issue of guaranteed notes 168,860,037 260,110,644
Redemption of notes (242, 600, 432) (73,400,938)
Cash flow from financing activities (73,740,395) 186,709,706
Net increase/(decrease) in cash and cash equivalents 97,939 (624, 309)
Cash and cash equivalents at January 1 2,597,406 3,221,715
Cash and cash equivalents at December 31 2,695,345 2,597,406

Statement of cash flows for the year ended December 31

Notes to financial statements December 31

$(1)$ Reporting entity, basis of preparation and significant accounting policies

Reporting entity

Hapoalim International N.V., (the "Company"), a wholly owned subsidiary of Bank Hapoalim B.M., Israel ("Parent Bank"), was incorporated in the Netherlands Antilles under the Commercial Code of the Netherlands Antilles on August 11, 1977 with limited liability for an indefinite period. It was formed to assist the financing of the activities of Bank Hapoalim B.M. Under its Deed of Incorporation, the Company's corporate purposes include the borrowing and lending of money and issue of debt securities.

Basis of preparation

The financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS").

The financial statements were authorized for issue by the Board of Directors on March 15, 2013.

Basis of measurement

The financial statements have been prepared on the historical cost basis except for the following:

  • Derivative financial instruments are measured at fair value, and
  • Guaranteed notes designated at fair value through profit and loss are measured at fair value.

The financial statements are presented in U.S. dollars, which is the Company's functional currency.

The preparation of financial statements in accordance with IFRS requires management to make judgments, estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. In particular, significant areas of estimation uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements are included in the valuation of financial instruments. Management believes that the estimates utilized in preparing these financial statements are reasonable, however actual results could differ from these estimates. Refer to the valuation of the Guaranteed Notes outlined in the significant accounting policies.

Significant accounting policies

Except as described below, the accounting principles applied by the Company in these financial statements are the same as those applied by the Company in its financial statements as at and for the year ended December 31, 2011. With effect from January 1, 2011, the Company applies the following modified or new IFRS and Interpretations of IAS and IFRS:

  • IAS 24 (revised 2009) Related Party Disclosures
  • Amendment to IAS 32 Financial Instruments: Presentation Classification of Rights Issues
  • IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments
  • Improvement to IFRS (May 2010)
  • Amendments to IFRIC 14: IAS 19 The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction - Prepayments of a Minimum Funding Requirement

The above mentioned standards had only an impact on disclosures of the financial statements of the Company.

New and revised standards and interpretations

A number of new standards, amendments to standards and interpretations are not yet effective for the year ended December 31, 2012, and have not been applied in preparing these financial statements.

Planned
application for
Standard/interpretation Effective date the Company
IFRS 9 - Financial Instruments: Measurement and Classification January 1, 2015 Reporting year
2015
IFRS 13 - Fair Value Measurement January 1, 2013 Reporting year
2013
Amendments to IFRS 7: Disclosures – Offsetting Financial
Assets and Financial Liabilities
January 1, 2013 Reporting year
2013
Amendments to IAS 32: Offsetting Financial Assets and Financial
Liabilities
January 1, 2014 Reporting year
2014
Improvements to IFRSs (May 2012) January 1, 2013 Reporting year
2013

Significant accounting policies

The accounting policies set out below have been consistently applied in the Company's financial statements and are consistent with those used in the previous year.

Time deposits due from related parties

Time deposits due from related parties comprise time deposits maintained with the Parent Bank and other related banks. Time deposits are initially measured at fair value i.e. the amount invested. The time deposits are subsequently carried at amortized cost less any write-downs or allowances for recoverability. Interest is recognized using the effective interest rate method. As the terms (e.g. interest rate) of the deposits are adjusted to the market every quarter, the fair value of the deposits approximates the carrying values.

Time deposits are stated at the amount of unpaid principal reduced by an allowance for losses as considered necessary by management. The recoverable amount of the deposits is calculated on a deposit-by-deposit basis by estimating the present value of expected future cash flows, discounted at the original effective interest rate. Interest rate changes on deposits with the Parent Bank are linked to those on the quaranteed floating/fixed rate notes.

Interest

Interest income and expense are recognized in the income statement using the effective interest method. The effective interest rate is the rate that exactly discounts the estimated future cash payments and receipts through the expected life of the financial asset or liability (or, where appropriate, a shorter period) to the carrying amount of the financial asset or liability. The effective interest rate is established on initial recognition of the financial asset and liability and is not revised subsequently. The calculation of the effective interest rate includes all fees and points paid or received discounts or premiums that are an integral part of the effective interest rate. Interest income and expense presented in the income statement include interest on financial assets and liabilities at amortized cost on an effective interest rate basis and related hedged items when interest rate risk is the hedged risk.

Net income from guaranteed notes designated at fair value through profit or loss and from derivatives

Net income from guaranteed notes designated at fair value and from derivatives relates to all realized and unrealized fair value changes from guaranteed notes and non-trading derivatives held for risk management purposes that do not form part of qualifying hedge relationships.

Guaranteed notes

Under the USD 2,500,000,000 Global Medium Term Note Program of the parent bank (the "Program"), the Company may from time to time issue notes in bearer form denominated in any currency agreed between the Issuer and the relevant Dealer. The payments of all amounts due in respect of the Notes will be unconditionally and irrevocably guaranteed by the Parent Bank. The maximum aggregate nominal amount of all Notes from time to time outstanding under the Program will not exceed USD 2,500,000,000.

Notes may be issued on a fully-paid or a partly-paid basis and at an issue price which is at par or at a discount to, or premium over, par. Maturities will be agreed between the Issuer and the relevant Dealer.

Under the Program the following notes may be issued:

Fixed rate notes

Fixed interest will be payable on such date or dates as may be agreed between the Issuer, the Parent Bank and the relevant Dealer (as indicated in the applicable Final Terms) and on redemption and will be calculated on the basis of such Day Count Fraction as may be agreed between the Issuer, the Parent Bank and the relevant Dealer.

Floating Rate Notes

Floating Rate Notes will bear interest at a rate determined either:

  • on the same basis as the floating rate under a notional interest-rate swap transaction
  • on the basis of a reference rate
  • on such other basis as may be agreed between the Issuer, the Bank and the relevant Dealer

Index Linked Redemption Notes

Payments of principal in respect of Index Linked Redemption Notes or of interest in respect of Index Linked Interest Notes will be calculated by reference to such index and/or formula or to changes in the prices of securities or commodities or to such other factors as the Issuer, the Parent Bank and the relevant Dealer may agree (as indicated in the applicable Final Terms).

Floating Rate Notes and Index Linked Interest Notes may also have a maximum interest rate, a minimum interest rate or both (as indicated in the applicable Final Terms).

Dual Currency Notes

Payments (whether in respect of principal or interest and whether at maturity or otherwise) in respect of Dual Currency Notes will be made in such currencies, and based on such rates of exchange, as the Issuer, the Bank and the relevant Dealer may agree (as indicated in the applicable Final Terms).

Zero Coupon Notes

Zero Coupon Notes will be offered and sold at a discount to their nominal amount and will not bear interest other than in the case of late payment.

Redemption

The Final Terms relating to each Tranche of Notes will indicate either that the Notes of such Tranche will have no scheduled maturity (in the case of Undated Subordinated Notes) or will have a stated maturity (in the case of Unsubordinated Notes and Dated Subordinated Notes). The Final Terms will indicate either that the Notes of such Tranche cannot be redeemed prior to their stated maturity (other than in specific installments (see below), if applicable, or for taxation reasons or following an Event of Default) or that such Notes will be redeemable at the option of the Issuer upon giving not less than three nor more than 30 business days' notice and/or the holders of the Notes upon giving not less than 15 nor more than 30 days' irrevocable notice (or such other notice period (if any) as is indicated in the applicable Final Terms) to the holders of the Notes or the Issuer, as the case may be, on a date or dates specified prior to such stated maturity and at a price or prices and on such terms as are indicated in the applicable Final Terms. Notes which have a maturity of less than one year may be subject to restrictions on their denomination and distribution.

Listing

Application has been made for the Notes to be admitted to the Official List of the UK Listing Authority and admitted to trading on the London Stock Exchange. The Notes may also be admitted to listing, trading and/or quotation by such other or further stock exchange(s), listing authority and/or quotation system as may be agreed between the Issuer, the Parent Bank and the relevant Dealer in relation to each Series. The Final Terms relating to each Tranche of Notes will state whether or not and, if so, on which stock exchange(s) or quotation system(s) the Notes are to be listed, traded and/or quoted. Unlisted Notes may also be issued.

Selling restrictions

There are selling restrictions in relation to the United States, the United Kingdom, the former Netherlands Antilles, Israel, Japan, Germany, Switzerland, The Netherlands and such other restrictions as may be required in connection with the offering and sale of a particular Tranche of Notes.

Recognition and derecognition of the guaranteed notes

Guaranteed notes are initially recognized on the trade date at which the Company becomes a party to the contractual provisions of the instrument.

The Company derecognizes the guaranteed notes when its contractual obligations are discharged or cancelled or expire.

Valuation of the guaranteed notes

Guaranteed notes have been designated at fair value through profit or loss.

Fair value has been determined by discounting the expected cash flows using current market interest rates for similar instruments.

All interest payments are accrued over the interest period. In the calculation of the accrued interest the interest barriers on guaranteed notes or structured products are taken into consideration.

The Company enters into Interest Rate Swaps to minimize its exposure to fluctuations in interest rates.

Cash and cash equivalents

Cash and cash equivalents include cash balances and time deposits due from related parties with an original term of less than 90 days and are exclusively placed within the Group.

Derivative assets und liabilities

Interest Rate Swaps and Index Swaps are measured at fair value. Valuation changes are recognized in the profit or loss. The accrued interest on these instruments is shown separately in the statement of financial position. The fair value of a derivative is its net present value based on discounted cash flows taking into account the credit risk of the counterparty and liquidity risk. All derivatives with a positive fair value are shown as an asset. All derivatives with a negative fair value are shown as a liability.

Foreign currency translation

The Company's functional currency is U.S. dollars. Foreign currency transactions are recorded at the rate of exchange prevailing at the date of transaction. On the reporting date monetary assets and liabilities denominated in foreign currency are translated into U.S. dollars at the exchange rates prevailing at the reporting date. The resulting exchange gains and losses are included in profit or loss. The following exchange rates were used:

31.12.2012 31.12.2011
CAD 1.0078 0.9791
EUR 1.3198 1.2961
GBP 1.6257 1.5543
ILS 0.2678 0.2624

Income tax

Under the terms of a ruling by the Inspector of Taxes, the Company is liable for tax at a rate of approximately 3% based on the deemed income on the average principal amounts of guaranteed notes outstanding during the last two years. If and to the extent total notes issued average exceed USD 80,000,000, the percentage will be reduced to 0.5% for the first portion of USD 80,000,000 over the initial USD 80,000,000. The next portions of USD 80,000,000 will follow the same logic (rate of the previous portion divided by two).

Related parties

All time deposits, interest rate swaps and other related financial instruments are with the Parent Bank, subsidiaries or branches from the Parent Bank in the world-wide network. The Parent Bank has also quaranteed the notes issued by the Company. The Company pays a management fee to Bank Hapoalim (Switzerland) Ltd., a subsidiary of the Parent Bank, for management and administrative services. All related party transactions are considered to be at arm's length.

(2) Cash and cash equivalents

Cash and cash equivalents can be specified as follows:

2012 2011
(in US dollars)
Nostro account with Bank Hapoalim (Switzerland) Ltd. in CAD 699.743 679.816
Nostro account with Bank Hapoalim (Switzerland) Ltd. in USD 1,488,810 1,370,613
Nostro account with Bank Hapoalim (Switzerland) Ltd. in EUR 503,939 432.503
Nostro account with Bank Hapoalim (Switzerland) Ltd. in ILS 0 114,474
Nostro account with Bank Hapoalim (Switzerland) Ltd. in GBP 2.853 0
2,695,345 2,597,406

Time deposits due from related parties $(3)$

A summary of time deposits maintained with the parent bank and other related banks are mentioned below:

Time deposits with Parent Bank 402,515,749 476,256,146
(in US dollars)
2012 2011

Detailed listing with maturity date and year-end interest rate are included in annex 1.

Derivative assets and liabilities $\mathbf{A}$

Interest Rate Swaps and Index Swaps

In the normal course of business the Company is party to financial instruments to eliminate its exposure to fluctuations in interest rates, index rates and foreign exchange rates. For these products no actual exchange of principal occurs but the Company is exposed to credit risk to the extent of the fair value of the instrument at the reporting date plus any accrual.

An Interest Rate or an Index Swap is an agreement to exchange streams of interest payments or index points on a notional principal amount. The Company is exposed to credit loss in the event of nonperformance by one of the counter parties to the agreement, notwithstanding the fact that all of the Interest Rate Swap and Index Swap agreements are with the Parent Bank.

For each of the guaranteed notes the Company has entered into an Interest or an Asset Swap with its Parent Bank. In each of the swap agreements, the Company has agreed to pay a floating interest rate in return for receiving a fixed interest or other floating or index-linked return. In each case, the underlying notional amount is the same as the principal of the guaranteed notes.

The applicable dates for the Interest Rate Swap or the Asset Swap are the same as those applying to the underlying Fixed Rate Notes or the structured product.

Interest Rate Swaps

Derivative
assets
2012
Derivative
liabilities
2012
Nominal
amount
2012
(in US dollars)
Fair value of Interest Rate Swaps
for fixed interest notes
418,475 $\bullet\bullet$ 19,790,000
Fair value of Interest Rate Swaps
for structured products
13,582,204 674.583 207, 164, 833
Total 14,000,679 674,583 226,954,833
Derivative
assets
2011
Derivative
liabilities
2011
Nominal
amount
2011
(in US dollars)
Fair value of Interest Rate Swaps
for fixed interest notes
602,940 ۰ 19,790,000
Fair value of Interest Rate Swaps
for structured products
1.981,948 13,828,329 181, 313, 344
Total 2,584,888 13,828,329 201,103,344

$(5)$ Guaranteed notes

These include fixed, floating rate notes and structured notes. Some of these products may be redeemed at the option of the holder or of the Company. The guaranteed notes may also be redeemed at the option of the Company at any time in the event of the imposition of any Curaçao (formerly Netherlands Antilles) or Israeli withholding taxes affecting payments in respect of the products.

The Parent Bank has unconditionally guaranteed the payment of principal and interest of these products.

A summary of the guaranteed notes (designated at fair value through profit and loss) by categories is given as follows:

2012 2011
(in US dollars)
Floating rate notes 175,560,916 175, 152, 802
Fixed rate notes 20,208,475 20,392,940
Notes with interest convertible to fixed or floating 0 $\Omega$
Structured products 220,072,456 269,466,963
415,841,847 465,012,705

A detailed listing of principal amounts of the guaranteed notes together with maturity date, issue date and interest rate for the year is included in annex 2.

(6) Taxes payable

2012 2011
(in US dollars)
Income tax provision beginning of the year 134.500 326.754
Income tax paid during the year (91, 728) (238, 754)
(Credit) charge for the year 47.293 46.500
Income tax provision end of the year 90.065 134,500

Employees $(7)$

The Company had no employees during the years ended December 31, 2012 and 2011. A part of the administration of the Company is outsourced to Bank Hapoalim (Switzerland) Ltd.

$(8)$ Net interest income

2012 2011
(in US dollars)
Interest income
Deposits with related parties 11,926,152 8,850,527
Derivative assets held for hedging purposes 6,601,012 5,110,923
Total interest income 18,527,164 13,961,450
Interest expense
Debt securities issued 12,950,684 11,396,502
Derivative liabilities held for hedging purposes 4,740,488 1,896,713
Total interest expense 17,691,172 13,293,215
Net interest income 835,992 668,235

$(9)$ Risk management

The Company's financial instruments comprise derivatives used for hedging, time deposits, some cash and cash equivalents and guaranteed notes. The main risks arising from Company's activities in the normal course of its business related to the use of financial instruments are:

  • Credit risk
  • Liquidity risk
  • Market risk (foreign currency risk)
  • Interest rate risk
  • Operational risk

This enumeration is not intended to be a comprehensive summary of all risks. This note represents information about the Company's exposure to each of the above mentioned risks. In general, the Company is supervised by the risk management department of Bank Hapoalim (Switzerland) Ltd. Therefore adequate policies and procedures for measuring and managing the risks apply. We refer to the annual report of Bank Hapoalim (Switzerland) Ltd.

As a wholly owned subsidiary of the Parent Bank, all investments are placed within the Hapoalim Group. The risk exposures such as credit and interest risk are hedged within the group. As a result, such risks are considered by the management as insignificant.

Credit risk

Credit risk is the risk of a financial loss to the Company, if a customer or counterparty to financial instruments fails to meet the contractual obligations, and arises principally from the time deposits placed. Due to the nature of the investments and the fact that time deposits are placed only with the Parent Bank, neither general nor individual allowances for impairment losses are established by the Company. Annex 1 shows a detailed listing of time deposits with maturity date and year-end interest rate. All notes are guaranteed by the Parent Bank for a global amount of USD 2,500,000,000 through the Global Medium Term Note Programme

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Head Treasury of the Bank Hapoalim (Switzerland) Ltd. monitors the Company's capital requirements on an ongoing basis to ensure that it has adequate liquid resources available. The financial instruments for liquidity management include derivatives contracts. Generally, these financial instruments represent future commitments to purchase or sell other financial instruments at specific terms at future dates. Each of these financial instruments contain varying degrees of off-balance sheet risk whereby changes in the market value of the securities underlying the financial instrument may exceed the amount recognized in the statement of financial position. The Company maintains trading relationships with counterparties for hedging interest risks; these relationships could result in concentration of credit risk. The loss incurred by the failure of counterparty is generally limited to the net payment to be received by the Company. The Company considers the creditworthiness of each counterparty to a contract in evaluating potential credit risk and only enters into contracts with group companies.

Maturity analysis for financial liabilities

I

Carrying $int O \wedge$
nominal
Gross -
Less than 1 3 months to More than 5
becember 31, 2012 amount outflow) month $1 - 3$ months 1 year $1 - 5$ years vears
in US dollars)
Von-derivative liabilities
Guaranteed notes
415,841,847 515,749
402,5
9,395,000 18,729,400 110, 105, 611 186,932,728 77,353,010
Total 415,841,847 515,749
402
9,395,000 18,729,400 110,105,611 186,932,728 77,353,010
Derivative liabilities
Risk management (674, 583)
Outflow (415, 492) (162) (104, 414) (310, 916)
ntlow 985,030
$\tilde{z}$
124,462 183,084 24,526,394 151,090
Total (674,583) 569,538
24.
124,300 183,084 24,526,394 46'676 (310,916)

page 17

December 31, 2011
In US dollars)
Carrying
amount
Gross nominal
inflow
(outflow)
month
Less than 1
$1 - 3$ months 3 months to
1 year
$1 - 5$ years More than 5
years
Non-derivative liabilities
Guaranteed notes
465,012,705 476,256,146 220,074,400 168,563,401 87,618,345
Total 465.012.705 476,256,146 220,074,400 168,563,401 87,618,345
Derivative liabilities
Risk management
Outflow
Inflow
(13, 828, 329) (15, 263, 858)
1.659.044
(100.657) (13,075,667)
1,415,128
1,988,671) (98.863)
243,916
Total (13, 828, 329) (13,604,814) (100, 657) (11,660,539) (1,988,671) 145,053

Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company's profit or loss or the value of its holdings of financial instruments. The Company is exposed to interest rate risk (see below) and currency risk. The Company's revenues are mainly generated in U.S. dollars as functional currency.

Interest rate risk

Interest risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Interest rate risk arises on interest-bearing financial instruments recognized in the statement of financial position. The Company is exposed to interest risk on the asset side from the time deposits as well as on the liabilities side from the quaranteed notes and the derivatives which are held for hedging purposes. An increase of 100 basis points in interest rates would have decreased profit or loss by USD 0, while a decrease of 100 basis points in interest rates would have increased profit or loss by USD 0 (2011; 0). The risk exposures relating to interest risks are economically hedged within the parent company. We refer to footnote 4 of these notes.

Foreign currency transactions

The Company may enter into transactions denominated in currencies other than its functional currency. Consequently, the Company is exposed to risks that the exchange rate of its currency relative to other foreign currencies may change in a manner that has an adverse effect on the value of that portion of the Company's assets or liabilities denominated in currencies other than U.S. dollars. Due to the small amounts and the low currency risk combined in the time deposits and quaranteed notes, management decided not to actively manage or hedge the currency risks.

In USD FUR CAD GRP
Cash and cash equivalents 503.939 699.743 2,853
Derivative assets 12.886.877 185,603 14,708
Time deposits due from related parties 95.815.626 16.946.232 14,330,916 1,137,990
Derivative liabilities
Guaranteed notes 95.815.626 16.946.232 14,330,916 ,137,990

Exposure to foreign currency risk

Sensitivity analysis

An appreciation of the foreign currencies against the USD at 31 December, 2012 would have increased (decreased) profit or loss by the amounts shown in the table below:

Currency Change in variables Impact on profit or Impact on
– profit – or
loss loss 2011
10% 68.954 58.226
CAD 10% 69.974 67.982
10% 1.288.688
GBF 10% .756

Operational risk

Operational risk is the risk of direct or indirect loss arising from a wide variety of causes associated with the Company's processes, personnel, technology and infrastructure, and from other external factors. It is the Group's objective to manage operational risk so as to balance the avoidance of financial losses and damage to the Company's and in association the Group's reputation with overall cost effectiveness. The Company is integrated in the operational risk management framework of Bank Hapoalim (Switzerland) Ltd. Therefore the Company is supported by the development of overall Group standards for the management of operational risk in the following areas:

  • Compliance with regulatory and other legal requirements
  • Documentation of controls and procedures

  • Requirements for the periodic assessment of operational risk faced, and the adequacy of controls and procedures to address the risk identified

  • Ethical and business standards
  • Training and professional development

(10) Valuation of financial instruments

The Company's accounting policy on fair value measurements is discussed in accounting policy.

The Company categorizes financial instruments measured at fair value using the following fair value hierarchy that reflects the significance of the inputs used in making the measurements:

  • Level 1: Quoted market price (unadjusted) in an active market for an identical instrument.
  • Level 2: Valuation techniques based on observable inputs, either directly (i.e., as prices) or indirectly (i.e., derived from prices). This category includes instruments valued using: quoted market prices prices in active markets for similar instruments; quoted prices for identical or similar instruments in markets that are considered less than active; or other valuation techniques where all significant inputs are directly or indirectly observable from market data.
  • Level 3: Valuation techniques using significant unobservable inputs. This category includes all instruments where the valuation technique includes inputs not based on observable data and the unobservable inputs have a significant effect on the instrument's valuation. This category includes instruments that are valued based on quoted prices for similar instruments where significant unobservable adjustments or assumptions are required to reflect differences between the instruments.

Fair value of financial assets and financial liabilities that are traded in active markets are based on quoted market prices or dealer price quotations. For all other financial instruments the Company determines fair values using valuation techniques provided by the Parent Bank. Widely recognized valuation models for determining the fair value of common and more simple financial instruments like interest rate swaps and notes that use only observable market data and require little management judgment and estimation are in place. Observable prices and model inputs are usually available in the market for listed debt and equity securities, exchange traded derivatives and simple over the counter derivatives like interest rate swaps. Availability of observable market prices and model inputs reduces the need for management judgment and estimation and also reduces the uncertainty associated with determination of fair values. Availability of observable market prices and inputs varies depending on the products and markets and is subject to change based on specific events and general conditions in the financial markets.

The table below analyses financial instruments measured at fair value at the end of the reporting period, by the level in the fair value hierarchy into which the fair value measurement is categorized:

2012 Level 1 Level 2 Level 3 Total
(in US dollars)
Derivative assets 151,349 13.849.330 14,000,679
Derivative liabilities (52, 265) (622.318) (674, 583)
Guaranteed notes $\overline{\phantom{a}}$ (415, 841, 847) (415, 841, 847)
Total 99,084 (402, 614, 835) (402, 515, 751)
2011 Level 1 evel 2 Level 3 Totall
(in US dollars)
Derivative assets
Derivative liabilities
Guaranteed notes
1.018
(172, 792)
$\rightarrow$
2,583,870
(13,655,537)
(465, 012, 705)
2,584,888
(13,828,329)
(465, 012, 705)
Total (171, 774) (476,084,372) (476, 256, 146)

The following table shows a reconciliation from the beginning balances to the ending balances for fair value measurements in Level 3 of the fair value hierarchy:

2012 2011
(in US dollars)
Total as of January 1 (476,084,372) (289, 546, 440)
Total gains and losses recognized in profit or loss included in:
Gains or (losses) on derivative assets 11.265.460 (113.554)
Gains or (losses) on derivative liabilities 13,033,219 (13.326,588)
Gains or (losses) on guaranteed notes (24, 569, 538) 13,611,916
Purchases (168, 860, 037) (260, 110, 644)
Redemption 242,600,433 73,400,938
Disposals 0 $\Omega$
Transfers from Level 3 to Level 2 0 $\Omega$
Total as of December 31 (402, 614, 835) (476,084,372)

In the previous year, the reconciliation from the beginning balances to the ending balances for fair value measurements in Level 3 of the fair value hierarchy did not agree with the amount shown in level 3 of fair value hierarchy for 2011. The previous year has been adjusted accordingly.

Total gains or losses for the year included in profit or loss for assets and liabilities held at the end of the reporting period amounted to 0 (2011:0). The amounts have been accounted as part of net interest income/expense.

Although the Company believes that its estimates of fair value are appropriate, the use of different methodologies or assumptions could lead to different measurements of fair value. For fair value measurements in Level 3, changing one or more of the assumptions used to reasonably possible alternative assumptions would have different effects on indicative prices used by the extraneous counterparty.

(11) Related parties

Against Related parties there are following open positions;

Assets 2012 2011
Amount Amount Counterpart
Cash 2,695,345 2.597.406 Hapoalim (Switzerland) Ltd., Zurich
Deposits 402.515.749 476.256.146 Hapoalim BM, Tel Aviv
Derivative Assets 14,000,679 2.584,888 Hapoalim BM, Tel Aviv
Interest receivable 4,073,222 3,276,876 Hapoalim BM, Tel Aviv

The derivative assets nominal amount is 2012 USD 196,854,833 (2011: USD 62,608,626).

Liabilities

Due to related parties 900.000 900.000 Hapoalim BM, Tel Aviv
Derivatives Liabilities 674.583 13,828,329 Hapoalim BM, Tel Aviv

The derivative liabilities nominal amount is 2012 USD 30,100,000 (2011:USD 138,494,718).

(12) Subsequent event

No material subsequent events to report.

Annexes

Year-end interest rate Principal
Maturity date 2012 2011 2012 2011
$\%$ % USD USD
June 12-15 2017 2.758000 2,480,000
July 12-16 2017 2.777250 1,490,000
August 12-17 2017 2.772750 1,030,000
October 12-19 2017 2.852500 860,000
October 12-21 2017 2.813250 6,130,000
December 12-22 2017 2.709500 1.390.000
April 2019 2019 4.242900 4.148390 29,300,000 29,300,000
July 2020A 2020 0.724400 0.426250 32,600,000 32,600,000
July 2020B 2020 1.566000 1.355000 2,973,010 2,888,345
August 11-8 2021 2.185000 3,250,000
February 11-1 2023 1.481670 8.340,000
March 12-8 2024 2.709500 2,650,000
October 12-20 2024 3.015750 2,050,000
November 11-13 2026 3.142750 3.258060 6,440,000 6,440,000
November 11-15 2026 3.184170 1,150,000
November 11-18 2026 3.293060 3,650,000
December 12-23 2027 2.910000 1,340,000

402,515,749 476,256,146

Principal amount in
Principal
USD per
ssue Currency amount 31.12.2012 Interest rate Type of note Issue date Maturity date Callable
2014B 50,710,000 50,710,000 2.792900 Floating Rate Note Mar-09
8,949,264 3.701000 Floating Rate Note Mar-09
2014C
2015B
2015B
2020A
2020B
88888888 8,880,000
9,980,000
2,390,000
9,980,000 2.829400 Floating Rate Note $Jul-09$ Apr-14
Apr-14
Jul-15
Apr-19
Apr-19
Jul-20
2,408,642 3.668000 Floating Rate Note
38,640,000 38,640,000 3.692900 Floating Rate Note Jul-09
Mar-09
29,300,000
32,600,000
29,300,000 4.242900 Rate Note
-loating
Vlar-09
32,600,000 0.724400 Rate Note
Floating
$JU$ -09
2,950,000 2,973,010 5566000 Floating Rate Note $JU$ $+09$
Subtotal 175,560,916
2014A JSD 19,790,000 19,790,000 4.37700 Fixed Rate Notes Mar-09 Apr-14
Subtotal 19,790,000

Annex 2: Guaranteed Notes as per December 31, 2012

くりへこ
j
Í
ם
המה:
さくらん こうせい
אין המוני
֚֚֚֚֚֚֚֚֡
issue Currency amount
Principal
31.12.2012
USD per
amount in
Principal
Interest rate Type of note Issue date date
Maturity
Callable
ġ
Δ.
ω
SU
000,000 ,000,000 0.000000 Structured Products Dec-09 $Dec-14$
$\dot{g}$
$\frac{\Omega}{\Omega}$
GSU 1,000,000 1,000,000 0.00000 Products
Structured
Dec-09 $Dec-14$
$\dot{8}$
Δ.
GSU 1,720,000 1,720,000 2.700000 Structured Products $Jan-10$ $Jan-13$

$09 - 1$
Ω.
go 1,000,000 1,000,000 0.000000 Structured Products $J$ an-10 $Jan-13$
M
9
0
م
EUR 3,000,000 3,959,400 2.200000 Structured Products Feb-10 Feb-13
$-31 - 2014$
တ်
gsu 8
1,650,
1,650,000 1.550000 Structured Products Feb-11 $Feb-14$
$14TE - 20$
Δ.
EUR 2,640,000 3,484,272 2.500000 Products
Structured
Apr-11 Apr-14
$1 - 67 - 2014$
SP.
asu 1,080,000 1,080,000 1.400000 Structured Products $M$ a $\gamma$ -11 $May-14$
$-7 - 2015$
$\frac{\Omega}{\Omega}$
OSD 1,730,00 1,730,000 1.950000 Structured Products $\frac{1}{2}$ $JU+15$
$-9 - 2014$
co
S
OSU 2,920,000 2,920,000 1.900000 Structured Products $Sep-1$ $Sep-14$ $11-9$
o
S
$1 - 10E - 20$
$\frac{\Omega}{\mathcal{O}}$
EUR 80
2,380,
3,141,124 2.500000 Products
Structured
Oct-1 $Oct-14$
$-11 - 2014$
$\frac{\Omega}{\mathcal{G}}$
GSC 1,200,000 1,200,000 2.000000 Products
Structured
Oct-1 $Oct-14$ ပ္ပ
$-12 - 2014$
$\Omega$
$\omega$
asp 3,540,000 3,540,000 2.200000 Products
Structured
Oct-1 $Oct-14$ $\frac{a}{\infty}$
3-2026
$\overline{\cdot}$
$\frac{\Omega}{\Omega}$
GSD 6,440,000 6,440,000 6.000000 Structured Products Oct-1 Nov-26 $1 - 13$
$\frac{\Omega}{\Omega}$
4
$-14-201$
$\alpha$
n
OSD 1,550,000 1,550,000 2.200000 Structured Products Nov-1 $Nov-14$ $11 - 14$
$\frac{\alpha}{\omega}$
$-17 - 20$
α.
asp 2,890,000 2,890,000 2.200000 Products
Structured
$\frac{1}{2}$ Dec-14 $-1 - 17$
$\Delta$
S

$2 - 1 - 201$
င္တ
EUR 4,820,00 6,361,436 2.750000 Products
Structured
$Jan-12$ $J$ an-1 $12-1$
$\frac{\Omega}{\sqrt{2}}$
$2 - 2 - 2015$
$\frac{\Omega}{\Omega}$
asp 2,200,00 2,200,000 2.000000 Products
Structured
$Jan-12$ $1 - 11$ $12 - 2$
$\frac{a}{\infty}$
m
2-3-201
$\frac{\Omega}{\mathcal{S}}$
OSD 3,365,00 3,365,000 2.000000 Products
Structured
$Jan-12$ $Jan-1$
$2 - 4 - 201$ 1,310,000 1,310,000 1.600000 Products
Structured
$Jan-1$ $Jan-13$
$2 - 5 - 201$
8888
2,000,000 2,000,000 000006 Products
Structured
$Jan-1$ $J$ an-13
$2 - 6 - 201$ 4,160,000 4,160,000 400000 Structured Products Feb-12 $Feb-13$
$2 - 7 - 201$ 3,580,000 3,580,000 1.400000 Products
Structured
Feb-12 Feb-13

$2 - 8 - 202$
$rac{\alpha}{\beta}$
8888888 2,650.000 2,650,000 5.000000 Products
Structured
$Mar-12$ $Maf-24$ $S-P - 12-8$
$-9 - 201$
$\sim$
000
5,530,
5,530,000 1.200000 Products
Structured
Mar-12 Mar-13
$0 - 20$
$\mathbb{T}$

S
80
1,500,
1,500,000 1.300000 Products
Structured
Mar-12 $Mar-13$
$1 - 201$
α.
asp 3,330,000 3,330,000 600000 Products
Structured
Apr-12 Apr-17
2-201
Δ.
asu 2,330,000 2,330,000 2.500000 Products
Structured
$\sqrt{a}$ y 12 $\mathsf{Max}$
3-201
Ω
USD
GBD
530,000
$\mathbf{C}$
2,530,000 2.500000 Products
Structured
$May-12$ Vely
$-14 - 201$
$\alpha$
700.000 ,137,990 2.450000 Products
Structured
$J$ un-12 $Jun-17$

page 26

Principal

I $\ddot{\phantom{a}}$

$\ddot{\phantom{a}}$

$\ddot{\phantom{a}}$

402,515,749 Grand total
207,164,833 Subtotal
$Jun-13$ $km-12$ Structured Products 2.050000 95,815,626 357,788,000 $\frac{0}{10}$ GT 12-2 2013
SP 12-23
GT 12-1
GT 12-2
Apr-13 Apr-12 structured Products 000001.1 13,159,985 13,159,985 gSL
$Dec-27$ Structured Products 1.800000 1,340,000 ,340,000
Structured Products 2.250000 1,390,000 ,390,000
Structured Products 2.500000 6,130,000 6,130,000
SP 12-20 Aug-17
Aug-13
Oct-17
Oct-17
Oec-17
Aug-12
Aug-12
Oct-12
Oct-12
Oec-12
Oec-12
Structured Products 1.740000 2,050,000 2,050,000 SP 12-16-2017
SP 12-17-2017
SP 12-18-2013
SP 12-20-2024
SP 12-21-2017
SP 12-23-2027
SP 12-23-2027
ST 12-1 2013
Structured Products 2.250000 860,000 860,000
Structured Praducts 0.900000 ,130,000 ,130,000
Structured Products 2.250000 000,020 ,030,000
$J$ ul-17 $JU+12$ Structured Products 2.350000 ,490,000 ,490,000
$Jun-17$ $Jun-12$ Structured Products 2.400000 2,480,000 ,480,000 육육육육육육육육 SP 12-15-2017
Callable date
Maturity
Issue date Type of note Interest rate amount in
31.12.2012
USD per
hincipal
amount
Currency ssue

page 27

House

$\overline{\phantom{a}}$

$\overline{r}$

ssue Currency Principal
amount
rincipal amount
in USD per
31.12.2011
ءَ
Interest
rate
Type of note Issue date Maturity date Callable
2014B 50,710,000 50,710,000 2.698390 Floating Rate Note Mar-09 Apr-14
2014C 8,880,000 8,694,408 3.420000 Note
Floating Rate
Mar-09
2015A 9,980,000 9,980,000 2.513250 Note
Floating Rate
Jul-09
2015B 2,390,000 2,340,049 3.441670 Floating Rate Note $JU+09$
2016 88888888 38,640,000 38,640,000 3.598390 Floating Rate Note Mar-09 Apr-14
Jul-15
Apr-19
Apr-19
Jul-20
29,300,000 29,300,000 4.148390 Floating Rate Note Mar-09
2020A 32,600,000 32,600,000 0.426250 Floating Rate Note $JU$ -09
2020B 2,950,000 2,888,345 .355000 Floating Rate Note $JU +09$
Subtota 175,152,802
2014A SSD 19,790,000 19,790,000 4.377 Fixed Rate Notes Mar-09 Apr-14
Subtotal 19,790,000

Annex 2: Guaranteed Notes as per December 31, 2011

Curacac
í
Hapoalim International N.V.
sue
S
Currency Principal
amount
in USD per
Principal amount
31.12.2011
rate
Interest
Type of note Issue date Maturity date Callable
09-06
Ω.
4,410,000 4,410,000 0.000000 Structured Products Oct-09 $Oct-12$
09-07
asp 3,000,000 3,000,000 0.000000 Structured Products $\mathsf{Sep}\text{-}\mathsf{G9}$ $Sep-12$
တ္သ
Ω
asp
asp
1,000,000 1,000,000 0.000000 Structured Products Dec-09 $Dec-14$
တ်
Δ.
ပာ
1,000,000 1,000,000 0.000000 Structured Products $Dec-09$ Dec-14
g

S
asp
asp
1,720,000 1,720,000 1.850000 Products
Structured
$Jan-10$ $Jan-13$ 09-15
o
S
$\dot{\mathcal{Q}}$
Ω.
1,000,000 1,000,000 0.000000 Products
Structured
$Jan-10$ $Jan-13$ SP 09-16
.
Од
σ
EUR 4,000,000 5,184,400 3300000 Structured Products Dec-09 $Dec-12$ SP 09-17
10-03
$\alpha$
EUR 3,000,000 3,888,300 1.850000 Structured Products Feb-10 Feb-13 SP 10-03
1-1T-2023
Ω.
asp 8,340,000 8,340,000 6.250000 Structured Products $Feb-11$ Feb-23 $11-11$
$1 - 2TE - 201$
$\alpha$
EUR 1,000,000 1,296,100 2.300000 Products
Structured
Feb-11 $Feb-14$
$1 - 31 - 201$
$\Omega$
GSD 1,650,000 1,650,000 1.550000 Structured Products $Feb-11$ $Feb-14$
$-4TE - 201$
$\frac{\Omega}{\Omega}$
EUR 2,640,000 3,421,704 2.500000 Structured Products Apr-11 Apr-14
$1 - 5T - 2014$
$\alpha$
OSD 2,820,000 2,820,000 2.050000 Structured Products May-11 May-14 $5P 11-5T$
$-6T-2014$
$\Delta$
asp
asp
1,080,000 1,080,000 1.400000 Products
Structured
$M$ a $\gamma$ -11 May-14
၊ဂ
$1 - 7 - 2011$
$\alpha$
1,730,000 1,730,000 1.950000 Structured Products $Jul-11$ $Ju+15$
$-8-202$
GSU 3,250,000 3,250,000 5.100000 Structured Products Aug-11 Aug-21 $8-11-3$
$1 - 9 - 2014$
USD
EUR
2,920,000 2,920,000 1.700000 Structured Products $Sep-1$ $Sep-14$ $6 - 11 - 3$
$1 - 10E - 2014$
Δ.
2,380,000 3,084,718 2.500000 Structured Products Oct-1 $Oct-14$
$1 - 11 - 2014$
$\Omega$
$\omega$
asp 1,200,000 1,200,000 1.800000 Structured Products $Oct-11$ $Oct-14$ $SP 11-11$
$-12-2014$
ΩL,
S
3,540,000 3,540,000 2.000000 Structured Products $Oct-11$ $Oct-14$ SP 11-12
$-13-2026$
Ω
S
gsu 6,440,000 6,440,000 6.000000 Structured Products $Oct-1$ $Nov-26$ SP 11-13
$-14-2014$
Ω.
GSU 1,550,000 1,550,000 2.000000 Structured Products Nov-11 Nov-14 $SP 11-14$
$-15 - 2026$
$\frac{\Omega}{\Omega}$
GSU 1,150,000 1,150,000 6.100000 Structured Products $\frac{7}{2}$ Nov-26 SP 11-15
$-16E-2014$
တ်
EUR 2,020,000 2,618,122 2.600000 Products
Structured
$Nov-11$ $Nov-14$ SP 11-16E
$-17 - 2014$ asu 2,890,000 2,890,000 2.000000 Products
Structured
Nov-1 Dec-14 SP1117
$-18-2026$ GSU 3,650,000 3,650,000 000000
Structured Products $\frac{1}{2}$ Nov-26 SP11-18
$-19-2012$ OSD 4,980,000 4,980,000 000000 Structured Products Dec-1 $Jun-12$
$-1.2012$
gsp 17,500,000 17,500,000 340000 Structured Products Mar-11 Apr-12 $GT11-1$
$-2 - 201$ $\overline{S}$ 100,000,000 100,000,000 850000 Structured Products $\frac{1}{2}$ $Jun-12$
1-3-2012 SD 85,000,000 85,000,000 .600000 Structured Products $J$ un- $1$ $J$ un-12 $GT11-3$

page 29

$\mathcal{L}^{\mathcal{L}}$

$\frac{1}{2}$

Ssue Currency Principal
amount
incipal amount
in USD per
31.12.2011
ءِ
م
rate
Interest
Type of note Issue date Maturity date Callable
Subtotal 281,313,344
Grand total 476,256,146

$\frac{1}{2}$

CITCO

FOR INTERNAL USE ONLY

AMOUNT OF PROFIT TAX FISCAL YEAR 2011

Neth. Antilles Profit tax

$2.4\%$ x Naf.
$3.0\%$ x Naf.
$5.5\%$ x Naf. $=$
$24.0\%$ x Naf.
$30.0\%$ x Naf. $=$
Nat. O Naf. 0.00
US\$ $0.00\,$