Intergraph Corporation and Subsidiaries - Page 3

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                  In the early and mid 1980's, Intergraph’s business grew                                 
            rapidly in the United States and in Europe.  Outside the United                               
            States, Intergraph conducted most of its business through foreign                             
            subsidiaries.  Intergraph and its U.S.-based affiliated companies                             
            used the U.S. dollar as its functional currency.                                              
                  On May 14, 1985, Intergraph in Japan organized Nihon                                    
            Intergraph KK (Nihon Intergraph) as a wholly owned, third-tier                                
            subsidiary to market, sell, and service Intergraph's products.                                
            Nihon Intergraph’s principal place of business was located in                                 
            Tokyo, Japan, and Nihon Intergraph used the Japanese yen as its                               
            functional currency.                                                                          
                  The Japanese market constituted the third largest market in                             
            the world for the type of products developed by Intergraph, and a                             
            number of Japanese nationals were hired from Intergraph’s chief                               
            competitor in Japan to manage Nihon Intergraph.  Intergraph                                   
            representatives expected that within Nihon Intergraph's first                                 
            year of operation Nihon Intergraph would be profitable.                                       
                  Upon Nihon Intergraph's organization, Intergraph contributed                            
            to Nihon Intergraph �100 million ($392,000)1 as paid-in capital.                              
                  Nihon Intergraph representatives estimated to personnel at                              
            Citibank Tokyo that Nihon Intergraph would have sales revenue in                              



            11    Unless otherwise indicated, parenthetical references to U.S.                            
            dollars represent references either to Intergraph’s or to Nihon                               
            Intergraph’s historical U.S. dollar cost for the referred-to                                  
            Japanese yen or to the historical U.S. dollar equivalent for the                              
            referred-to Japanese yen.                                                                     



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Last modified: May 25, 2011