Hospital Corporation of America and Subsidiaries - Page 58

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          The Transactions Between Parthenon and HCA and the Sister                   
          Subsidiaries Are Insurance Transactions                                     
               Pursuant to the principles of Moline Properties, Inc. v.               
          Commissioner, 319 U.S. 436 (1943), respondent does not contend              
          that Parthenon's separate corporate existence should be ignored             
          for Federal income tax purposes or that Parthenon itself is a               
          sham corporation.  Respondent contends, however, that the                   
          transactions between Parthenon and petitioners during the years             
          in issue, including the issuance of insurance policies and                  
          setting of reserves, were not bona fide insurance transactions              
          and were motivated by tax concerns.                                         
               Respondent contends that petitioners intended to, and did,             
          treat Parthenon as a form of self-insurance to carry out a loss             
          prevention and risk management program for their hospitals.                 
          Respondent concedes that Parthenon was licensed and regulated as            
          a captive insurance company by the State of Tennessee, and that             
          it satisfied the applicable regulatory criteria for operation as            
          a captive insurer.  Respondent, however, maintains that the                 
          regulatory criteria, as well as Blue Cross' annual audits and               
          Continental's annual reviews, were no more than what would be               
          necessary for a self-insurance plan.  Respondent contends that              
          petitioners formed Parthenon as a captive insurance company in              









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