Hospital Corporation of America and Subsidiaries - Page 4

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          laws of the State of Tennessee.2  HCA maintained its principal              
          offices in Nashville, Tennessee, on the date the petitions were             
          filed.  For each of the years involved in the instant case, HCA             
          and its domestic subsidiaries filed a consolidated Federal                  
          corporate income tax return (consolidated return) on Form 1120              
          with the Director of the Internal Revenue Service Center at                 
          Memphis, Tennessee.                                                         
               Petitioners' primary business is the ownership, operation,             
          and management of hospitals.  In Hospital Corp. of Am. v.                   
          Commissioner, T.C. Memo. 1996-105, we set forth a detailed                  
          description of petitioners' hospital operations, which will not             
          be reiterated here.  We incorporate herein our findings of fact             
          contained in that Memorandum Opinion.  In Hospital Corp. of Am.             
          v. Commissioner, 107 T.C. 73 (1996), issued September 12, 1996,             
          we addressed an accounting issue relating to the sale of the                
          stock involved in the instant opinion.  Except to the extent they           
          apply to the instant opinion, we do not restate below the                   
          findings of fact contained in that Opinion, but we incorporate              
          herein those findings of fact.                                              




          2  On Feb. 10, 1994, HCA was merged with and into Galen                     
          Healthcare, Inc., a subsidiary of Columbia Healthcare Corp. of              
          Louisville, Kentucky, and the subsidiary changed its name to HCA-           
          Hospital Corp. of America.  On that same date, the parent changed           
          its name to Columbia/HCA Healthcare Corp.                                   






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