IHC Group, Inc. - Page 4




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          B.  IHC Health Services, Inc.                                               
               During 1983, IHC organized a nonprofit affiliate, IHC Health           
          Services, Inc. (Health Services).  IHC transferred substantially            
          all of its assets, including its hospital properties, and                   
          substantially all of its liabilities, to Health Services.                   
          Respondent recognized Health Services as an organization                    
          described in section 501(c)(3) that is exempt from taxation                 
          pursuant to section 501(a).                                                 
          Health Services conducted its activities through two                        
          divisions, the hospital division and the physician division,                
          which are described in detail below.                                        
               1.  The Hospital Division                                              
               Health Services’ hospital division comprised 23 hospitals              
          (including 2,644 licensed beds) located in Utah and Idaho.  All             
          Health Services hospitals, with the exception of Primary                    
          Children’s Medical Center (Primary Children’s) and McKay-Dee                
          Institute for Behavioral Medicine (McKay-Dee Institute), were               
          general acute care hospitals that provided inpatient and                    
          outpatient services and varying levels of emergency, ancillary,             
          and specialized services.  The scope of services varied with the            
          size of the hospital and the needs of the particular community.             
          All Health Services hospitals participated in the Medicare and              
          Medicaid programs for inpatient and outpatient hospital services,           
          and for a number of free-standing ambulatory care services such             






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