Intergraph Corporation and Subsidiaries - Page 16

                                                 - 16 -                                                   
            Overdraft Agreement.  Throughout 1985, 1986, and through November                             
            of 1987, the overdraft amount was reported on Nihon Intergraph’s                              
            financial statements as a debt obligation of Nihon Intergraph,                                
            and Nihon Intergraph reported to Japanese tax and regulatory                                  
            authorities that the overdraft amount represented a loan from                                 
            Citibank Tokyo to Nihon Intergraph.  On attachments to                                        
            petitioner's 1985 and 1986 consolidated U.S. Federal income tax                               
            returns and on petitioner's 1985 and 1986 filings with the SEC,                               
            the overdraft amount was reflected as Nihon Intergraph’s debt                                 
            obligation that was guaranteed by Intergraph.  The overdraft                                  
            amount was reflected on Nihon Intergraph’s Japanese tax returns                               
            as a debt obligation of Nihon Intergraph.                                                     
                  Citibank Tokyo looked primarily to Nihon Intergraph for                                 
            payment of the overdraft amount.                                                              
                  In 1985, 1986, and through November of 1987, not just the                               
            form but also the substance of the loan reflects a loan to Nihon                              
            Intergraph.  For example, if the substance of the loan                                        
            constituted a loan made to Intergraph, Intergraph would have had                              
            to reflect and would have so reflected on its financial                                       
            statements a foreign currency exposure with regard to the                                     
            overdraft amount and, in all likelihood, Intergraph would have                                
            repaid the �823,943,385 directly to the creditor (namely, to                                  
            Citibank Tokyo).  Intergraph would not have transferred the                                   
            �823,943,385 into the checking account of Nihon Intergraph, an                                






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