SC TO-I

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(RULE 14d-100)

TENDER OFFER STATEMENT UNDER

SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

HCA INC.

(Name of Subject Company (Issuer))

HCA INC.

(Names of Filing Person (Offeror))

Common Stock, par value $.01 per share

(Title of Class of Securities)

404119109

(CUSIP Number of Class of Securities)

John M. Franck II

Vice President and Corporate Secretary

HCA Inc.

One Park Plaza

Nashville, Tennessee 37203

(615) 344-9551

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copies to:

James H. Cheek, III
J. Allen Overby
Bass, Berry & Sims PLC
315 Deaderick Street, Suite 2700
Nashville, Tennessee 37238
(615) 742-6200 Morton A. Pierce
Jack S. Bodner
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019
(212) 259-8000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$2,501,000,000	$316,876.70

*  Estimated for purposes of calculating the amount of the filing fee only. The amount assumes the purchase of a total of 61,000,000 shares of the outstanding common stock, par value $0.01 per share, at a price per share of $41.00 in cash.

**  The amount of the filing fee equals $126.70 per $1 million of the transaction value and is estimated in accordance with Rule 0-11 under the Securities Exchange Act of 1934.

o  Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: N/A	Filing Party: N/A
Form or Registration No.: N/A	Date Filed: N/A

o  Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

      Check the appropriate boxes below to designate any transactions to which the statement relates:

           o third-party tender offer subject to Rule 14d-1.

           x issuer tender offer subject to Rule 13e-4.

           o going-private transaction subject to Rule 13e-3.

           o amendment to Schedule 13D under Rule 13d-2.

      Check the following box if the filing is a final amendment reporting the results of the tender offer: o

SCHEDULE TO

      This Tender Offer Statement on Schedule TO (“Schedule TO”) is being filed by HCA Inc., a Delaware corporation (“HCA” or the “Company”), pursuant to Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with its offer to purchase for cash up to 61,000,000 shares of its Common Stock, par value $0.01 per share (the “Common Stock”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 13, 2004 (the “Offer to Purchase”), and in the related Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(l)(A) and (a)(l)(B), respectively (which, together with any supplements or amendments thereto, collectively constitute the “Offer”).

      The information in the Offer, including all schedules and annexes thereto, is hereby expressly incorporated herein by reference with respect to Items 1-11 of this Schedule TO, and as set forth below.

Item 1. Summary Term Sheet.

      The information set forth in the Offer to Purchase in the section titled “Summary Term Sheet” is incorporated herein by reference.

Item 2. Subject Company Information.

(a)	The name of the issuer is HCA Inc. The address of HCA’s principal executive offices is One Park Plaza, Nashville, Tennessee 37203. HCA’s telephone number is (615) 344-9551.
(b)	The information set forth in the Offer to Purchase in the sections titled “Introduction” and “Interests of Directors And Executive Officers; Transactions And Arrangements Concerning The Shares” is incorporated herein by reference.
(c)	The information set forth in the Offer to Purchase in the section titled “Price Range Of Shares; Dividends” is incorporated herein by reference.

Item 3. Identity and Background of Filing Person.

(a) The name of the filing person is HCA Inc. HCA is the subject company. The address of HCA’s principal executive offices is One Park Plaza, Nashville, Tennessee 37203. HCA’s telephone number is (615) 344-9551.

      Pursuant to Instruction C to Schedule TO, the following persons are the directors and/or executive officers of HCA:

Name	Position
Jack O. Bovender, Jr.	Chairman of the Board and Chief Executive Officer
C. Michael Armstrong	Director
Magdalena H. Averhoff, M.D.	Director
Richard M. Bracken	President, Chief Operating Officer and Director
Martin Feldstein	Director
Thomas F. Frist, Jr., M.D.	Director
Frederick W. Gluck	Director
Glenda A. Hatchett	Director
Charles O. Holliday, Jr.	Director
T. Michael Long	Director
John H. McArthur	Director
Kent C. Nelson	Director
Frank S. Royal, M.D.	Director
Harold T. Shapiro	Director

Name	Position
David G. Anderson	Senior Vice President — Finance and Treasurer
Victor L. Campbell	Senior Vice President
Rosalyn S. Elton	Senior Vice President — Operations Finance
Charles R. Evans	President — Eastern Group
James A. Fitzgerald, Jr.	Senior Vice President — Supply Chain Operations
V. Carl George	Senior Vice President — Development
R. Samuel Hankins, Jr.	Chief Financial Officer — Outpatient Services Group
Samuel N. Hazen	President — Western Group
Frank M. Houser, M.D.	Senior Vice President — Quality and Medical Director
R. Milton Johnson	Executive Vice President and Chief Financial Officer
Patricia T. Lindler	Senior Vice President — Government Programs
A. Bruce Moore, Jr.	Senior Vice President and Chief Operating Officer — Outpatient Services
William B. Rutherford	Chief Financial Officer — Eastern Group
Richard J. Shallcross	Chief Financial Officer — Western Group
Joseph N. Steakley	Senior Vice President — Internal Audit & Consulting Services
John M. Steele	Senior Vice President — Human Resources
Marilyn B. Tavenner	President — Outpatient Services Group
Beverly B. Wallace	President — Financial Services Group
Robert A. Waterman	Senior Vice President and General Counsel
Noel Brown Williams	Senior Vice President and Chief Information Officer
Alan R. Yuspeh	Senior Vice President — Ethics, Compliance and Corporate Responsibility

      The business address and telephone number of each of the above directors and executive officers is c/o HCA Inc., One Park Plaza, Nashville, Tennessee 37203 and (615) 344-9551.

ITEM 4. Terms of the Transaction.

(a)(1)(i)	The information set forth in the Offer to Purchase in the sections titled “Summary Term Sheet,” “Introduction,” “The Offer — Terms Of The Offer,” and “Purchase Of Shares And Payment Of Purchase Price” is incorporated herein by reference.
(a)(1)(ii)	The information set forth in the Offer to Purchase in the sections titled “Summary Term Sheet,” “Introduction,” “The Offer — Terms Of The Offer” and “The Offer-Source And Amount Of Funds” is incorporated herein by reference.
(a)(1)(iii)	The information set forth in the Offer to Purchase in the sections titled “Summary Term Sheet,” “Introduction,” “The Offer — Terms Of The Offer” and “The Offer — Extension Of The Offer; Termination; Amendment” is incorporated herein by reference.
(a)(1)(iv)	Not applicable.
(a)(1)(v)	The information set forth in the Offer to Purchase in the sections titled “Summary Term Sheet” and “The Offer — Extension Of The Offer; Termination; Amendment” is incorporated herein by reference.

(a)(1)(vi)	The information set forth in the Offer to Purchase in the sections titled “Summary Term Sheet” and “The Offer — Withdrawal Rights” is incorporated herein by reference.
(a)(1)(vii)	The information set forth in the Offer to Purchase in the sections titled “Summary Term Sheet,” “The Offer — Procedures For Tendering Shares” and “The Offer — Withdrawal Rights” is incorporated herein by reference.
(a)(1)(viii)	The information set forth in the Offer to Purchase in the sections titled “Summary Term Sheet” and “The Offer — Purchase Of Shares And Payment Of Purchase Price” is incorporated herein by reference.
(a)(1)(ix)	The information set forth in the Offer to Purchase in the sections titled “Summary Term Sheet,” “Introduction,” and “The Offer — Purchase Of Shares And Payment Of Purchase Price” is incorporated herein by reference.
(a)(1)(x)	The information set forth in the Offer to Purchase in the sections titled “Summary Term Sheet” and “The Offer — Purpose Of The Offer; Certain Effects Of The Offer” is incorporated herein by reference.
(a)(1)(xi)	Not applicable.
(a)(1)(xii)	The information set forth in the Offer to Purchase in the sections titled “Summary Term Sheet,” “The Offer — Procedures For Tendering Shares,” and “The Offer — Certain U.S. Federal Income Tax Consequences” is incorporated herein by reference.
(a)(2)(i-vii)	Not applicable.
(b)	The information set forth in the Offer to Purchase in the section titled “The Offer — Interests Of Directors And Executive Officers; Transactions And Arrangements Concerning The Shares” is incorporated herein by reference.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

(e) The information set forth in the Offer to Purchase in the sections titled “The Offer — Interests Of Directors And Executive Officers; Transactions And Arrangements Concerning The Shares” is incorporated herein by reference.

Item 6. Purposes of the Transaction and Plans or Proposals.

(a)	The information set forth in the Offer to Purchase in the sections titled “Summary Term Sheet” and “The Offer — Purpose Of The Offer; Certain Effects Of The Offer” is incorporated herein by reference.
(b)	The information set forth in the Offer to Purchase in the section titled “The Offer — Purpose Of The Offer; Certain Effects Of The Offer” is incorporated herein by reference.
(c)(1-10)	The information set forth in the Offer to Purchase in the sections titled “Introduction,” “The Offer — Purpose Of The Offer; Certain Effects Of The Offer” and “The Offer — Sources And Amount Of Funds” is incorporated herein by reference.

Item 7. Source and Amount of Funds or Other Consideration.

(a)	The information set forth in the Offer to Purchase in the sections titled “Summary Term Sheet” and “The Offer — Source And Amount Of Funds” is incorporated herein by reference.
(b)	The information set forth in the Offer to Purchase in the sections titled “Summary Term Sheet” and “The Offer — Source And Amount Of Funds” is incorporated herein by reference.

(d) The information set forth in the Offer to Purchase in the sections titled “Summary Term Sheet” and “The Offer — Source And Amount Of Funds” is incorporated herein by reference.

Item 8. Interest in Securities of the Subject Company.

(a)	The information set forth in the Offer to Purchase in the section titled “The Offer — Interests Of Directors And Executive Officers; Transactions And Arrangements Concerning The Shares” is incorporated herein by reference.
(b)	The information set forth in the Offer to Purchase in the section titled “The Offer — Interests Of Directors And Executive Officers; Transactions And Arrangements Concerning The Shares” is incorporated herein by reference.

Item 9. Persons/Assets, Retained, Employed, Compensated or Used.

(a) The information set forth in the Offer to Purchase in the section titled “The Offer — Fees And Expenses” is incorporated herein by reference.

Item 10. Financial Statements.

(a)	The information set forth in the Offer to Purchase in the section titled “The Offer — Certain Financial Information” is incorporated herein by reference.
(b)	The information set forth in the Offer to Purchase in the section titled “The Offer — Certain Financial Information” is incorporated herein by reference.

Item 11. Additional Information

(a)(1)	The information set forth in the Offer to Purchase in the section titled “The Offer — Interests Of Directors And Executive Officers; Transactions And Arrangements Concerning The Shares” is incorporated herein by reference.
(a)(2)	The information set forth in the Offer to Purchase in the section titled “The Offer — Certain Legal Matters; Regulatory Approvals” is incorporated herein by reference.
(a)(3)	The information set forth in the Offer to Purchase in the section titled “The Offer — Certain Legal Matters; Regulatory Approvals” is incorporated herein by reference.
(a)(4)	The information set forth in the Offer to Purchase in the section titled “The Offer — Purpose Of The Offer; Certain Effects Of The Offer” is incorporated herein by reference.
(a)(5)	None.
(b)	The information set forth in the Offer to Purchase and the related Letter of Transmittal, copies of which are filed as Exhibits (a)(l)(A) and (a)(l)(B) hereto, respectively, is incorporated herein by reference.

Item 12. Exhibits.

(a)(1)(A)	Offer to Purchase, dated October 13, 2004.
(a)(1)(B)	Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9).
(a)(1)(C)	Notice of Guaranteed Delivery.
(a)(1)(D)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(E)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

(a)(1)(F)	Form of Letter to Participants in the Amended and Restated HCA Employee Stock Purchase Plan.
(a)(1)(G)	Form of Letter to Participants in the HCA 401(k) Plan.
(a)(2)	None.
(a)(3)	Not applicable.
(a)(4)	Not applicable.
(a)(5)(A)	Press Release dated October 13, 2004, announcing the Offer.
(a)(5)(B)	Press Release dated October 13, 2004, announcing HCA’s preliminary third quarter results.
(a)(5)(C)	Form of Summary Advertisement.
(a)(5)(D)	Letter to Shareholders.
(b)(1)	$2.25 Billion Senior Credit Facilities Commitment Letter, dated October 12, 2004, by and among the Company, J.P. Morgan Securities Inc. and JPMorgan Chase Bank.
(b)(2)	$1.5 Billion Senior Credit Facility Commitment Letter, dated October 12, 2004, by and among the Company, J.P. Morgan Securities Inc., Merrill Lynch & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Arrangers, JPMorgan Chase Bank and Merrill Lynch Capital Corporation as Agents.
(b)(3)	$2.5 Billion Credit Agreement, dated April 30, 2001, among the Company, The Several Banks and Other Financial Institutions (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2001, and incorporated herein by reference).
(b)(4)	First Amendment to the April 2001 $2.5 Billion Credit Agreement dated as of October 14, 2003 (filed as Exhibit 10 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, and incorporated herein by reference).
(d)(1)	Columbia Hospital Corporation Stock Option Plan (filed as Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1990, and incorporated herein by reference).
(d)(2)	Amended and Restated Columbia/HCA Healthcare Corporation 1992 Stock and Incentive Plan (filed as Exhibit 10.7(b) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1998, and incorporated herein by reference).
(d)(3)	First Amendment to Amended and Restated Columbia/HCA Healthcare Corporation 1992 Stock and Incentive Plan (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1999, and incorporated herein by reference).
(d)(4)	Columbia Hospital Corporation Outside Directors Nonqualified Stock Option Plan (filed as Exhibit 28.1 to the Company’s Registration Statement on Form S-8 (File No. 33-55272), and incorporated herein by reference).
(d)(5)	HCA-Hospital Corporation of America 1989 Nonqualified Stock Option Plan, as amended through December 16, 1991 (filed as Exhibit 10 (g) to HCA-Hospital Corporation of America’s Registration Statement on Form S-1 (File No. 33-44906), and incorporated herein by reference).
(d)(6)	HCA-Hospital Corporation of America Nonqualified Initial Option Plan (filed as Exhibit 4.6 to the Company’s Registration Statement on Form S-3 (File No. 33-52379), and incorporated herein by reference).

(d)(7)	Form of Galen Health Care, Inc. 1993 Adjustment Plan (filed as Exhibit 4.15 to the Company’s Registration Statement on Form S-8 (File No. 33-50147), and incorporated herein by reference).
(d)(8)	HCA-Hospital Corporation of America 1992 Stock Compensation Plan (filed as Exhibit 10 (t) to HCA-Hospital Corporation of America’s Registration Statement on Form S-1 (File No. 33-44906), and incorporated herein by reference).
(d)(9)	Columbia/HCA Healthcare Corporation Outside Directors Stock and Incentive Compensation Plan, as amended and restated (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1999, and incorporated herein by reference).
(d)(10)	First Amendment to the Columbia/HCA Healthcare Corporation Outside Directors Stock and Incentive Compensation Plan, as amended and restated September 23, 1999, dated as of May 25, 2000 (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2000, and incorporated herein by reference).
(d)(11)	HCA Inc. Amended and Restated Management Stock Purchase Plan (filed as Exhibit C to the Company’s Proxy Statement for the Annual Meeting of Stockholders on May 27, 2004, and incorporated herein by reference).
(d)(12)	Amended and Restated HCA Employee Stock Purchase Plan.
(d)(13)	HCA Directors’ 2004 Compensation/Fees Policy adopted July 24, 2003 (filed as Exhibit 10.24 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003, and incorporated herein by reference).
(d)(14)	Columbia/HCA Healthcare Corporation 2000 Equity Incentive Plan (filed as Exhibit A to the Company’s Proxy Statement for the Annual Meeting of Shareholders on May 25, 2000, and incorporated herein by reference).
(d)(15)	HCA Inc. 2003 Performance Equity Incentive Program (filed as Exhibit 10 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, and incorporated herein by reference).
(d)(16)	HCA Inc. 2004 Performance Excellence Program (filed as Exhibit 10 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, and incorporated herein by reference).
(d)(17)	Registration Rights Agreement, dated as of March 16, 1989, by and among HCA-Hospital Corporation of America and the persons listed on the signature pages thereto (filed as Exhibit (g)(24) to Amendment No. 3 to the Schedule 13E-3 filed by HCA-Hospital Corporation of America, Hospital Corporation of America and The HCA Profit Sharing Plan on March 22, 1989, and incorporated herein by reference).
(d)(18)	Registration Rights Agreement, dated as of June 28, 2001, between the Company and Canadian Investments LLC, a Delaware limited liability Company (filed as Exhibit 10.2 to the Company’s Registration Statement on Form S-3 (File No. 333-67040), and incorporated herein by reference).
(g)	Not applicable.
(h)	Not applicable.

Item 13. Information Required by Schedule 13E-3.

      Not applicable.

SIGNATURE

      After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

HCA INC.

By:  /s/ R. MILTON JOHNSON

Name:        R. Milton Johnson

Title: Executive Vice President and Chief

                    Financial Officer

Dated: October 13, 2004

EXHIBIT INDEX

Exhibit
No.		Description
	(a)(1)(A)	Offer to Purchase, dated October 13, 2004.
	(a)(1)(B)	Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9).
	(a)(1)(C)	Notice of Guaranteed Delivery.
	(a)(1)(D)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
	(a)(1)(E)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
	(a)(1)(F)	Form of Letter to Participants in the Amended and Restated HCA Employee Stock Purchase Plan.
	(a)(1)(G)	Form of Letter to Participants in the HCA 401(k) Plan.
	(a)(5)(A)	Press Release dated October 13, 2004, announcing the Offer.
	(a)(5)(B)	Press Release dated October 13, 2004, announcing HCA’s preliminary third quarter results.
	(a)(5)(C)	Form of Summary Advertisement.
	(a)(5)(D)	Letter to Shareholders.
	(b)(1)	$2.25 Billion Senior Credit Facilities Commitment Letter, dated October 12, 2004, by and among the Company, J.P. Morgan Securities Inc. and JPMorgan Chase Bank.
	(b)(2)	$1.5 Billion Senior Credit Facility Commitment Letter, dated October 12, 2004, by and among the Company, J.P. Morgan Securities Inc., Merrill Lynch & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Arrangers, JPMorgan Chase Bank and Merrill Lynch Capital Corporation as Agents.
	(b)(3)	$2.5 Billion Credit Agreement, dated April 30, 2001, among the Company, The Several Banks and Other Financial Institutions (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2001, and incorporated herein by reference).
	(b)(4)	First Amendment to the April 2001 $2.5 Billion Credit Agreement dated as of October 14, 2003 (filed as Exhibit 10 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, and incorporated herein by reference).
	(d)(1)	Columbia Hospital Corporation Stock Option Plan (filed as Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1990, and incorporated herein by reference).
	(d)(2)	Amended and Restated Columbia/HCA Healthcare Corporation 1992 Stock and Incentive Plan (filed as Exhibit 10.7(b) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1998, and incorporated herein by reference).
	(d)(3)	First Amendment to Amended and Restated Columbia/HCA Healthcare Corporation 1992 Stock and Incentive Plan (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1999, and incorporated herein by reference).
	(d)(4)	Columbia Hospital Corporation Outside Directors Nonqualified Stock Option Plan (filed as Exhibit 28.1 to the Company’s Registration Statement on Form S-8 (File No. 33-55272), and incorporated herein by reference).
	(d)(5)	HCA-Hospital Corporation of America 1989 Nonqualified Stock Option Plan, as amended through December 16, 1991 (filed as Exhibit 10(g) to HCA-Hospital Corporation of America’s Registration Statement on Form S-1 (File No. 33-44906), and incorporated herein by reference).
	(d)(6)	HCA-Hospital Corporation of America Nonqualified Initial Option Plan (filed as Exhibit 4.6 to the Company’s Registration Statement on Form S-3 (File No. 33-52379), and incorporated herein by reference).
	(d)(7)	Form of Galen Health Care, Inc. 1993 Adjustment Plan (filed as Exhibit 4.15 to the Company’s Registration Statement on Form S-8 (File No. 33-50147), and incorporated herein by reference).

Exhibit
No.		Description
	(d)(8)	HCA-Hospital Corporation of America 1992 Stock Compensation Plan (filed as Exhibit 10(t) to HCA-Hospital Corporation of America’s Registration Statement on Form S-1 (File No. 33-44906), and incorporated herein by reference).
	(d)(9)	Columbia/HCA Healthcare Corporation Outside Directors Stock and Incentive Compensation Plan, as amended and restated (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1999, and incorporated herein by reference).
	(d)(10)	First Amendment to the Columbia/HCA Healthcare Corporation Outside Directors Stock and Incentive Compensation Plan, as amended and restated September 23, 1999, dated as of May 25, 2000 (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2000, and incorporated herein by reference).
	(d)(11)	HCA Inc. Amended and Restated Management Stock Purchase Plan (filed as Exhibit C to the Company’s Proxy Statement for the Annual Meeting of Stockholders on May 27, 2004, and incorporated herein by reference).
	(d)(12)	Amended and Restated HCA Employee Stock Purchase Plan.
	(d)(13)	HCA Directors’ 2004 Compensation/Fees Policy adopted July 24, 2003 (filed as Exhibit 10.24 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003, and incorporated herein by reference).
	(d)(14)	Columbia/HCA Healthcare Corporation 2000 Equity Incentive Plan (filed as Exhibit A to the Company’s Proxy Statement for the Annual Meeting of Shareholders on May 25, 2000, and incorporated herein by reference).
	(d)(15)	HCA Inc. 2003 Performance Equity Incentive Program (filed as Exhibit 10 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, and incorporated herein by reference).
	(d)(16)	HCA Inc. 2004 Performance Excellence Program (filed as Exhibit 10 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, and incorporated herein by reference).
	(d)(17)	Registration Rights Agreement, dated as of March 16, 1989, by and among HCA-Hospital Corporation of America and the persons listed on the signature pages thereto (filed as Exhibit (g)(24) to Amendment No. 3 to the Schedule 13E-3 filed by HCA-Hospital Corporation of America, Hospital Corporation of America and The HCA Profit Sharing Plan on March 22, 1989, and incorporated herein by reference).
	(d)(18)	Registration Rights Agreement, dated as of June 28, 2001, between the Company and Canadian Investments LLC, a Delaware limited liability Company (filed as Exhibit 10.2 to the Company’s Registration Statement on Form S-3 (File No. 333-67040), and incorporated herein by reference).

EX-99.A.1.A

EXHIBIT (a)(1)(A)

Offer to Purchase for Cash

Up to 61,000,000 Shares of its Common Stock

at a Purchase Price not greater than $41.00

nor less than $35.00 per Share

THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, NOVEMBER 10, 2004, UNLESS THE OFFER IS EXTENDED.

     HCA Inc., a Delaware corporation (the “Company” or “HCA”), invites our shareholders to tender up to 61,000,000 shares of our common stock, $0.01 par value per share (the “Shares”), for purchase by us at a price not greater than $41.00 nor less than $35.00 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions described in this Offer to Purchase and the accompanying Letter of Transmittal (which together, as they may be amended or supplemented from time to time, constitute the “Offer”). We will select the lowest purchase price (the “Purchase Price”) that will allow us to buy 61,000,000 Shares or, if a lesser number of Shares is properly tendered, all Shares that are properly tendered and not properly withdrawn. All Shares acquired in the Offer will be acquired at the same price.

     Only Shares properly tendered at prices at or below the Purchase Price selected by us, and not properly withdrawn, will be purchased. However, because of the “odd lot” priority, proration and conditional tender provisions described in this Offer to Purchase, all of the Shares tendered at or below the Purchase Price may not be purchased if more than the number of Shares we seek are properly tendered. Shares tendered but not purchased in the Offer will be returned to the tendering shareholder at our expense promptly following the Expiration Date (as defined in the Introduction). See Section 3.

     We reserve the right, in our sole discretion, to purchase more than 61,000,000 Shares pursuant to the Offer, subject to certain limitations and legal requirements. See Sections 1 and 15.

     THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. HOWEVER, THE OFFER IS SUBJECT TO OTHER CONDITIONS, INCLUDING THE REFINANCING OF OUR EXISTING CREDIT FACILITY AND OBTAINING THE NECESSARY FINANCING FOR THE OFFER PURSUANT TO THE TERMS AND CONDITIONS CONTAINED IN THE COMMITMENT LETTERS AND ON TERMS SATISFACTORY TO US (AS DEFINED IN SECTION 9). See Sections 7 and 9.

     The Shares are listed and traded on the New York Stock Exchange under the symbol “HCA.” On October 12, 2004, the last full trading day before the announcement of the Offer, the last reported sale price of the Shares was $37.37 per Share. Shareholders are urged to obtain current market quotations for the Shares. See Section 8.

     OUR BOARD OF DIRECTORS HAS APPROVED THE OFFER. HOWEVER, NEITHER WE NOR OUR BOARD OF DIRECTORS, THE LEAD DEALER MANAGER, THE DEALER MANAGER, INFORMATION AGENT OR DEPOSITARY ARE MAKING ANY RECOMMENDATION TO YOU AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING YOUR SHARES OR AS TO THE PRICE AT WHICH YOU MAY CHOOSE TO TENDER YOUR SHARES. YOU MUST MAKE YOUR OWN DECISION AS TO WHETHER TO TENDER YOUR SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH YOU WILL TENDER THEM. IN DOING SO, YOU SHOULD READ CAREFULLY THE INFORMATION IN THIS OFFER TO PURCHASE AND IN THE RELATED LETTER OF TRANSMITTAL, INCLUDING THE PURPOSES AND EFFECTS OF THE OFFER. SEE SECTION 2. YOU SHOULD DISCUSS WHETHER TO TENDER YOUR SHARES WITH YOUR BROKER, IF ANY, OR OTHER FINANCIAL ADVISOR.

     OUR DIRECTORS AND EXECUTIVE OFFICERS HAVE ADVISED US THAT THEY DO NOT INTEND TO TENDER SHARES PURSUANT TO THE OFFER. SEE SECTION 12.

     Questions and requests for assistance may be directed to Georgeson Shareholder Communications, Inc., our Information Agent, and Merrill Lynch & Co., our Lead Dealer Manager, in each case at the telephone numbers and addresses set forth on the back cover of this Offer to Purchase. You may request additional copies of the Offer to Purchase and other Offer documents from the Information Agent at the telephone number and address on the back cover of the Offer to Purchase.

Lead Dealer Manager Dealer Manager

Merrill Lynch & Co. JPMorgan

October 13, 2004

IMPORTANT

      If you wish to tender all or any part of your Shares, you must do one of the following before the Offer expires at 12:00 Midnight, New York City time, on Wednesday, November 10, 2004 or any later time to which the Offer may be extended:

•  If you hold certificates in your own name, follow the instructions described in Section 3 carefully, including completing a Letter of Transmittal in accordance with the instructions and delivering it, along with the certificates evidencing your Shares and any other documents required by the Letter of Transmittal, to National City Bank, the Depositary;

•  If your Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, contact the nominee and request that the nominee tender the Shares for you;

•  If you are an institution participating in The Depository Trust Company, which we refer to as the Book-Entry Transfer Facility, tender your Shares according to the procedure for book-entry transfer described in Section 3;

•  If you are a participant in the Amended and Restated HCA Employee Stock Purchase Plan wishing to tender any of your Shares held in the plan, you must follow the separate instructions and procedures described in Section 3, by returning the Instruction Form in the “Letter to Participants in the Amended and Restated HCA Employee Stock Purchase Plan” to Computershare Trust Co., Inc., the administrator of the plan (the “ESPP Plan Administrator”), at least three business days prior to the Expiration Date of the Offer (as defined in the Introduction). If the ESPP Plan Administrator has not received a participant’s instructions at least three business days prior to the expiration date of the Offer (which, unless the Offer is extended, will require you to return the Instruction Form no later than 5:00 p.m., New York City time, on Friday, November 5, 2004), the ESPP Plan Administrator will not tender any Shares held on behalf of that participant; or

•  If you are a participant in the HCA 401(k) Plan wishing to tender any of your equivalent Shares held in the plan, you must follow the separate instructions and procedures described in Section 3, by returning the Instruction Form in the “Letter to Participants in the HCA 401(k) Plan” to U.S. Trust Company, N.A., the independent fiduciary of the 401(k) Plan (the “U.S. Trust”), at least three business days prior to the Expiration Date of the Offer (as defined in the Introduction). If U.S. Trust has not received a participant’s instructions at least three days prior to the expiration date of the Offer (which, unless the Offer is extended, will require you to return the Instruction Form no later than 5:00 p.m., New York City time, on Friday, November 5, 2004), U.S. Trust will not tender any equivalent Shares held on behalf of that participant. Your equivalent Shares are equal to the total market value of your HCA Stock Fund account in your HCA 401(k) Plan divided by the closing market price per share of our common stock on a particular day.

      Any shareholder who desires to tender Shares and whose certificates for the Shares are not immediately available or cannot be delivered to the Depositary or who cannot comply with the procedure for book-entry transfer or whose other required documents cannot be delivered to the Depositary prior to the expiration of the Offer must tender the Shares pursuant to the guaranteed delivery procedure set forth in Section 3.

      TO PROPERLY TENDER SHARES, OTHER THAN SHARES YOU HOLD IN THE AMENDED AND RESTATED HCA EMPLOYEE STOCK PURCHASE PLAN OR THE HCA 401(K) PLAN, YOU MUST VALIDLY COMPLETE THE LETTER OF TRANSMITTAL, INCLUDING THE SECTION RELATING TO THE PRICE AT WHICH YOU ARE TENDERING SHARES.

      If you wish to maximize the chance that your Shares will be purchased at the Purchase Price determined by us, you should check the box in the section on the Letter of Transmittal captioned “Shares Tendered at Price Determined Pursuant to the Offer.” Note that this election could result in your Shares being purchased at the minimum price of $35.00 per Share.

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      We are not making the Offer to, and will not accept any tendered Shares from, shareholders in any jurisdiction where it would be illegal to do so. However, we may, at our discretion, take any actions necessary for us to make the Offer to shareholders in any such jurisdiction.

      WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON OUR BEHALF AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR SHARES OR AS TO THE PURCHASE PRICE AT WHICH YOU MAY CHOOSE TO TENDER YOUR SHARES IN THE OFFER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS OFFER TO PURCHASE AND IN THE RELATED LETTER OF TRANSMITTAL OR TO WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED IN THIS OFFER TO PURCHASE OR IN THE RELATED LETTER OF TRANSMITTAL. IF ANYONE MAKES ANY RECOMMENDATION OR GIVES ANY INFORMATION OR REPRESENTATION, YOU MUST NOT RELY UPON THAT RECOMMENDATION, INFORMATION OR REPRESENTATION AS HAVING BEEN AUTHORIZED BY US, THE LEAD DEALER MANAGER OR THE DEALER MANAGER.

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TABLE OF CONTENTS

SUMMARY TERM SHEET		1
FORWARD-LOOKING STATEMENTS		7
INTRODUCTION		9
THE OFFER		11
1.	Terms Of The Offer	11
2.	Purpose Of The Offer; Certain Effects Of The Offer	13
3.	Procedures For Tendering Shares	16
4.	Withdrawal Rights	22
5.	Purchase Of Shares And Payment Of Purchase Price	23
6.	Conditional Tender Of Shares	24
7.	Conditions Of The Offer	25
8.	Price Range Of Shares; Dividends	27
9.	Source And Amount Of Funds	27
10.	Certain Financial Information	31
11.	Certain Information Concerning Us	34
12.	Interests Of Directors And Executive Officers; Transactions And Arrangements Concerning The Shares	35
13.	Certain Legal Matters; Regulatory Approvals	40
14.	Certain U.S. Federal Income Tax Consequences	40
15.	Extension Of The Offer; Termination; Amendment	45
16.	Fees And Expenses	45
17.	Miscellaneous	46

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SUMMARY TERM SHEET

      We are providing this summary of the terms of the Offer for your convenience. It highlights material information in this Offer to Purchase, but you should realize that it does not describe all of the details of the Offer to the same extent described in this Offer to Purchase. We urge you to read the entire Offer to Purchase and the related Letter of Transmittal because they contain the full details of the Offer. Where helpful, we have included references to the sections of this Offer to Purchase where you will find a more complete discussion.

Who is offering to purchase Shares?

      HCA Inc.

What is the purpose of the Offer?

      Our Board of Directors has reviewed a variety of alternatives for using the Company’s available financial resources with the assistance of management and outside advisors. The Board considered the Company’s capital structure, free cash flow, financial position and dividend policy, the market price of the common stock and the anticipated cost and availability of financing, as well as the Company’s operations, strategy and expectations for the future. The Board believes that increasing the Company’s indebtedness to fund the Offer is a prudent use of the Company’s financial resources and an effective means of providing value to the Company’s shareholders. See Section 2.

What will the purchase price for the Shares be and what will be the form of payment?

      We are conducting the Offer through a procedure commonly called a modified “Dutch” auction. This procedure allows you to select the price within a price range specified by us at which you are willing to sell your Shares. The price range for the Offer is $35.00 to $41.00 per Share. We will select the lowest purchase price (the “Purchase Price”) that will allow us to buy 61,000,000 Shares or, if a lesser number of Shares are properly tendered, all Shares that are properly tendered and not properly withdrawn. For purposes of determining the Purchase Price, those Shares that are tendered by shareholders agreeing to accept the Purchase Price determined in the Offer below will be deemed to be tendered at the minimum price of $35.00. All Shares that we purchase will be purchased at the same price, even if you have selected a lower price, but we will not purchase any Shares above the purchase price we determine. If you wish to maximize the chance that your Shares will be purchased, you should check the box in the section on the Letter of Transmittal indicating that you will accept the purchase price we determine. You should understand that this election could result in your Shares being purchased at the minimum price of $35.00 per Share. If your Shares are purchased in the Offer, you will be paid the Purchase Price, in cash, without interest, promptly after the expiration of the Offer (as defined in the Introduction). Under no circumstances will we pay interest on the Purchase Price, even if there is a delay in making payment. See “Introduction” and Section 1.

How many Shares will be purchased?

      We will purchase 61,000,000 Shares in the Offer, or such lesser number of Shares as are properly tendered. The 61,000,000 Shares represent approximately 12.6% of our outstanding common stock as of September 30, 2004. If more than 61,000,000 Shares are properly tendered, all Shares tendered at or below the Purchase Price will be purchased on a pro rata basis, except for “odd lots” (lots held by beneficial owners of less than 100 Shares, but not including any Shares held in the Amended and Restated HCA Employee Stock Purchase Plan or the HCA 401(k) Plan), which will be purchased on a priority basis. We also expressly reserve the right to purchase additional Shares in an amount equal to up to 2% of the outstanding Shares, and could decide to purchase more Shares, subject to applicable legal requirements. The Offer is not conditioned on any minimum number of Shares being tendered by shareholders. See Section 1.

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How will HCA pay for the Shares?

      We will need a maximum of approximately $2,501,000,000 to purchase 61,000,000 Shares, assuming the price paid per Share is $41.00. We anticipate that we will obtain the funds necessary to purchase Shares tendered in the Offer by borrowing approximately $2,501,000,000 pursuant to the terms and conditions of the Commitment Letters (as defined in Section 9). At the time of the Offer, except as otherwise described herein, the Company does not have any alternative financing arrangements or plans in the event these sources do not provide the funds necessary to fund the Offer. See Section 9.

Can the Offer be extended, amended or terminated and, if so, under what circumstances?

      We can extend or amend the Offer in our sole discretion. If we extend the Offer, we will delay the acceptance of any Shares that have been tendered. See Section 15 for a more detailed discussion of the extension and amendment of the Offer. We can also terminate the Offer under certain circumstances. See Section 7.

How will I be notified if the Offer is extended or amended?

      If the Offer is extended, we will make a public announcement of the extension no later than 9:00 a.m., New York City time, on the first business day after the previously scheduled Expiration Date (as that term is defined in the Introduction). We will announce any amendment to the Offer by making a public announcement of the amendment. See Section 15.

How long do I have to tender my Shares?

      Unless you are a participant in the Amended and Restated HCA Employee Stock Purchase Plan or the HCA 401(k) Plan, you may tender your Shares until the Offer expires. If you are a participant in the Amended and Restated HCA Employee Stock Purchase Plan or the HCA 
401(k) Plan, you may deliver instructions regarding your Shares to the applicable plan administrator at any time until three business days prior to the expiration of the Offer. The Offer will expire on Wednesday, November 10, 2004, at 12:00 Midnight, New York City time, unless we extend the Offer. Therefore, unless the Offer is extended, you will be required to return the Instruction Form no later than 5:00 p.m., New York City time, on Friday, November 5, 2004. We may choose to extend the Offer at any time. We cannot assure you, however, that we will extend the Offer or, if we extend it, for how long. See “Introduction” and Sections 1 and 15.

Are there any conditions to the Offer?

      Yes. Our obligation to accept and pay for your tendered Shares depends upon a number of conditions, including:

•  Obtaining financing prior to the Expiration Date pursuant to the terms and conditions contained in the Commitment Letters and on terms satisfactory to us, which will be sufficient to purchase the Shares pursuant to the Offer, refinance our existing credit facility and pay related fees and expenses;

•  No significant decrease in the price of our common stock, or in the price of equity securities generally, and no significant adverse changes in the U.S. stock markets or credit markets, shall have occurred during the Offer;

•  No legal action shall be pending, or shall have been threatened or taken, that might adversely affect the Offer;

•  No one shall have proposed, announced or made a tender or exchange offer (other than the Offer), merger, business combination or other similar transaction involving us;

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•  No material change in our business, condition (financial or otherwise), assets, income, operations, prospects or stock ownership shall have occurred during the Offer; and

•  No one (including a group) shall have acquired, or proposed to acquire, beneficial ownership of more than 5% of the outstanding Shares (other than anyone who publicly disclosed such ownership in a filing with the Securities and Exchange Commission (the “SEC”) on or before October 12, 2004). In addition, no new group shall have been formed which beneficially owns more than 5% of the outstanding Shares. Finally, no one shall have filed a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, or made a public announcement reflecting an intent to acquire us or any of our subsidiaries or any of our respective assets or securities.

      For more information on conditions to the Offer, see Sections 7 and 9.

Following the Offer, will HCA Inc. continue as a public company?

      The completion of the Offer in accordance with its conditions will not cause HCA to be delisted from the New York Stock Exchange (the “NYSE”) or to stop being subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). See Section 2.

How do I tender my Shares?

      To tender your Shares, prior to 12:00 Midnight, New York City time, on Wednesday, November 10, 2004, unless the Offer is extended:

•  You must deliver the certificate(s) evidencing your Shares and a properly completed and duly executed Letter of Transmittal to the Depositary at the address appearing on the back cover of this Offer to Purchase; or

•  The Depositary must receive a confirmation of receipt of your Shares by book-entry transfer and a properly completed and duly executed Letter of Transmittal or an Agent’s Message, in the case of a book-entry transfer; or

•  The Depositary must receive a confirmation of receipt of your Shares through the Automated Tender Offer Program and specific acknowledgement that you agree to the terms of, and to be bound by, the Letter of Transmittal; or

•  You must comply with the guaranteed delivery procedure outlined in Section 3.

      You may contact the Information Agent, the Lead Dealer Manager or your broker for assistance. The contact information for the Information Agent and Lead Dealer Manager are set forth on the back cover of this Offer to Purchase. See Section 3 and the instructions to the Letter of Transmittal.

      If you are a participant in the Amended and Restated HCA Employee Stock Purchase Plan and you wish to tender any of your Shares held in the plan, you must follow the separate instructions and procedures described in Section 3 by returning the Instruction Form in the “Letter to Participants in the Amended and Restated HCA Employee Stock Purchase Plan” to the ESPP Plan Administrator at least three business days prior to the Expiration Date (as that term is defined in the Introduction) (which, unless the Offer is extended, will require you to return the Instruction Form no later than 12:00 Midnight, New York City time, on Friday, November 5, 2004). If the ESPP Plan Administrator has not received a participant’s instructions at least three business days prior to the Expiration Date, the ESPP Plan Administrator will not tender any Shares held on behalf of that participant.

      If you are a participant in the HCA 401(k) Plan and you wish to tender any of your equivalent Shares held in the plan, you must follow the separate instructions and procedures described in Section 3 by returning the Instruction Form in the “Letter to Participants in the HCA 401(k) Plan” to U.S. Trust at least three business days prior to the Expiration Date (as that term is defined in the Introduction) (which, unless the Offer is extended, will require you to return the Instruction Form no later than 5:00 p.m., New York City time, on Friday, November 5, 2004). If the 401(k) Plan Administrator has not

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received a participant’s instructions at least three business days prior to the Expiration Date, U.S. Trust will not tender any equivalent Shares held on behalf of that participant. Your equivalent Shares are equal to the total market value of your HCA Stock Fund account in the plan divided by the closing market price per share of our common stock on a particular day. Our 401(k) Plan is prohibited from selling equivalent Shares to us for a price that is less than the prevailing market price of our common stock. Accordingly, if a participant elects to tender equivalent Shares at a price that is lower than the closing price of our common stock on the date the Offer expires, the tender price a participant elects will be deemed to have been increased to the closest tender price that is not less than the closing price of our common stock on the NYSE on the date the Offer expires. This could result in a participant’s equivalent Shares not being purchased in the Offer. If the closing price of our common stock on the date the Offer expires is greater than the maximum price available in the Offer, none of the equivalent Shares will be tendered and a participant’s tender will be deemed to have been withdrawn.

Once I have tendered Shares in the Offer, can I withdraw my tendered Shares?

      Yes. You may withdraw your tendered Shares at any time before 12:00 Midnight, New York City time, on Wednesday, November 10, 2004, unless we extend the Offer, in which case you can withdraw your Shares until the expiration of the Offer as extended. Notwithstanding the foregoing, if you are a participant in the Amended and Restated HCA Employee Stock Purchase Plan or the HCA 401(k) Plan, your notice of withdrawal must be received by the applicable plan administrator at least three business days before the Expiration Date in accordance with the instructions set forth in the letters sent separately to the participants in such plans. If we have not accepted for payment the Shares you have tendered to us, you may also withdraw your Shares at any time after 12:00 Midnight, New York City time, on December 10, 2004. See Section 4.

How do I withdraw Shares I previously tendered?

      You must deliver on a timely basis a written or facsimile notice of your withdrawal to the Depositary at the address appearing on the back cover of this Offer to Purchase. Your notice of withdrawal must specify your name, the number of Shares to be withdrawn and the name of the registered holder of the Shares. Some additional requirements apply if the certificates evidencing the Shares to be withdrawn have been delivered to the Depositary or if your Shares have been tendered under the procedure for book-entry transfer set forth in Section 3. Participants in the Amended and Restated HCA Employee Stock Purchase Plan who wish to withdraw their Shares must follow the instructions found in the “Letter to Participants in the Amended and Restated HCA Employee Stock Purchase Plan” sent to them separately. Participants in the HCA 401(k) Plan who wish to withdraw their Shares must follow the instructions found in the “Letter to Participants in the HCA 401(k) Plan” sent to them separately. See Section 4.

In what order will tendered Shares be purchased?

      First, we will purchase Shares from all holders of “odd lots” of less than 100 Shares (not including any Shares held in the Amended and Restated HCA Employee Stock Purchase Plan or the HCA 401(k) Plan) who properly tender all of their Shares at or below the Purchase Price selected by us. Second, after purchasing all Shares from the “odd lot” holders, we will purchase Shares from all other shareholders (including participants in the Amended and Restated HCA Employee Stock Purchase Plan or the HCA 401(k) Plan) who properly tender Shares at or below the Purchase Price selected by us, on a pro rata basis, subject to the conditional tender provisions described in Section 6. Third, if necessary to permit us to purchase 61,000,000 Shares (or such greater number of Shares as we elect to purchase in accordance with applicable SEC rules), Shares conditionally tendered (for which the condition was not initially satisfied) at or below the Purchase Price selected by us will be selected for purchase by random lot, to the extent feasible. To be eligible for purchase by random lot, shareholders whose Shares are conditionally tendered must have tendered all of their Shares. Therefore, all of the Shares that you tender in the Offer may not be purchased even if they are tendered at or below the Purchase Price selected by us. See Section 1.

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Can I tender Shares in the Offer subject to the condition that a specified minimum number of Shares must be purchased?

      Yes, you may tender your Shares subject to this condition by following the procedures described in Section 6.

What do HCA and its Board of Directors think of the Offer?

      Our Board of Directors has approved the Offer. However, neither we nor our Board of Directors, the Lead Dealer Manager, the Dealer Manager, Information Agent or Depositary are making any recommendation as to whether you should tender or refrain from tendering your Shares or at what price you should tender your Shares. You must decide whether to tender your Shares and, if so, how many Shares to tender and the price or prices at which you will tender them. In doing so, you should read carefully the information in this Offer to Purchase and in the related Letter of Transmittal, including the purposes and effects of the Offer. You should discuss whether to tender your Shares with your broker, if any, or other financial advisor. See Section 2.

If I decide not to tender, how will the Offer affect my Shares?

      Shareholders who choose not to tender will own a greater percentage interest in our outstanding common stock following the consummation of the Offer. See Section 2.

Will HCA’s directors and executive officers tender Shares in the Offer?

      Our directors and executive officers have advised us that they do not intend to tender Shares pursuant to the Offer. See Section 12.

When and how will HCA pay me for the Shares I tender?

      We will pay the Purchase Price, in cash, without interest, for the Shares we purchase promptly after the expiration of the Offer. We will pay for the Shares accepted for purchase by depositing the aggregate purchase price with the Depositary promptly after the Expiration Date (as defined in the Introduction) of the Offer. The Depositary will act as your agent and will transmit to you the payment for all of your Shares accepted for payment. See Sections 1 and 5.

What is the recent market price of the Shares?

      On October 12, 2004, the last full trading day before the announcement of the Offer, the last reported price per Share on the NYSE was $37.37. You are urged to obtain current market quotations for your Shares prior to making your decision whether or not to tender pursuant to the Offer. See Section 8.

Will I have to pay brokerage commissions if I tender my Shares?

      If you are a registered shareholder and you tender your Shares directly to the Depositary, you will not incur any brokerage commission. If you hold Shares through a broker, dealer, commercial bank, trust company or other nominee, we urge you to consult your nominee to determine whether any transaction costs may apply. See the Introduction and Section 3.

What are the U.S. federal income tax consequences if I tender my Shares?

      Generally, you will be subject to U.S. federal income taxation when you receive cash from us in exchange for the Shares you tender. Your receipt of cash for your tendered Shares will generally be treated as either (1) a sale or exchange or (2) a dividend. See Section 14.

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Will I have to pay stock transfer tax if I tender my Shares?

      If you instruct the Depositary in the related Letter of Transmittal to make the payment for the Shares to the registered holder, you will not incur any stock transfer tax. See Section 5.

Does the Company intend to repurchase any Shares other than pursuant to the Offer during or after the Offer?

      In connection with its approval of the Offer, our Board of Directors expressly authorized us to acquire, in open market or other repurchase transactions, such additional number of Shares, if any, as is necessary to enable us to repurchase an aggregate of up to $2,501,000,000 in Shares (including the aggregate purchase price paid for the Shares acquired pursuant to the Offer). However, Rule 13e-4(f) under the Exchange Act prohibits us from purchasing any Shares, other than in the Offer, until at least 10 business days after the Expiration Date. Accordingly, any such additional repurchases outside of the Offer may not be consummated until at least 10 business days after the Expiration Date. See Section 2.

Whom do I contact if I have questions about the Offer?

      Questions and requests for assistance may be directed to Georgeson Shareholder Communications, Inc., our Information Agent, and Merrill Lynch & Co., the Lead Dealer Manager, in each case at the telephone numbers and addresses set forth on the back cover of this Offer to Purchase. You may request additional copies of the Offer to Purchase and other Offer documents from the Information Agent at the telephone number and address on the back cover of the Offer to Purchase.

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FORWARD-LOOKING STATEMENTS

      This Offer to Purchase and the documents incorporated by reference in this Offer to Purchase contain certain statements that are not limited solely to historical facts and constitute projections, forecasts or forward-looking statements. These statements may be identified by the use of forward-looking words or phrases, such as “believes,” “expects,” “anticipates,” “intends,” “plans,” “will,” “estimates,” “may,” “could” and “should.” These statements are not guarantees of performance. They are inherently subject to known and unknown risks, uncertainties and assumptions that could cause our future results and shareholder value to differ materially from those expressed in these statements. Our actual actions or results may differ materially from those expected or anticipated in the forward-looking statements. Specific factors that might cause such a difference, include, but are not limited to, the following:

•  The number of Shares tendered and the price at which the Company determines to purchase Shares in the Offer;

•  Availability and cost of adequate financing on terms acceptable to the Company, including the ability of the Company to successfully refinance its existing credit facility and to borrow approximately $2.5 billion pursuant to the terms and conditions of the Commitment Letters and on terms satisfactory to us;

•  Increases in the amount and risk of collectability of uninsured accounts and deductibles and co-pay amounts for insured accounts;

•  The ability to achieve operating and financial targets and achieve expected levels of patient volumes and control the costs of providing services;

•  The highly competitive nature of the health care business;

•  the continuing impact of the recent hurricanes on the Company’s Florida facilities and the ability to obtain recoveries under the Company’s insurance policies;

•  The efforts of insurers, health care providers and others to contain health care costs;

•  Possible changes in the Medicare and Medicaid programs that may impact reimbursements to health care providers and insurers;

•  The ability to attract and retain qualified management and personnel, including affiliated physicians, nurses and medical support personnel;

•  Potential liabilities and other claims that may be asserted against the Company;

•  Fluctuations in the market value of the Company’s common stock;

•  The impact of the Company’s charity care and self-pay discounting policy changes;

•  Changes in accounting practices;

•  Changes in general economic conditions;

•  Future divestitures which may result in charges;

•  Changes in revenue mix and the ability to enter into and renew managed care provider arrangements on acceptable terms;

•  The availability and terms of capital to fund the expansion of the Company’s business;

•  Changes in business strategy or development plans;

•  Delays in receiving payments for services provided;

•  The possible enactment of Federal or state health care reform;

•  The outcome of pending and any future tax audits and litigation associated with the Company’s tax positions;

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•  The outcome of the Company’s continuing efforts to monitor, maintain and comply with appropriate laws, regulations, policies and procedures and the Company’s corporate integrity agreement with the government;

•  Changes in Federal, state or local regulations affecting the health care industry;

•  The ability to successfully integrate the operations of Health Midwest;

•  The ability to develop and implement the payroll and human resources information system within the expected time and cost projections and, upon implementation, to realize the expected benefits and efficiencies; and

•  Other risk factors detailed in the Company’s filings with the SEC.

      We undertake no obligation to make any revision to the forward-looking statements contained in this Offer to Purchase, the accompanying Letter of Transmittal or in any document incorporated by reference into this Offer to Purchase or to update them to reflect events or circumstances occurring after the date of this Offer to Purchase. Notwithstanding any statement in this Offer to Purchase, the accompanying Letter of Transmittal or in any document incorporated by reference into this Offer to Purchase, the safe harbor protections of the Private Securities Litigation Reform Act of 1995 do not apply to statements made in connection with a tender offer.

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INTRODUCTION

To the Holders of our Common Stock:

      HCA Inc., a Delaware corporation, invites our shareholders to tender shares of our common stock, $0.01 par value per share, for purchase by us. We are offering to purchase up to 61,000,000 Shares at a price not greater than $41.00 nor less than $35.00 per Share, net to the seller in cash, without interest.

      We will select the lowest purchase price (the “Purchase Price”) that will allow us to buy 61,000,000 Shares or, if a lesser number of Shares is properly tendered, all Shares that are properly tendered and not properly withdrawn. All Shares acquired in the Offer will be acquired at the same price.

      The Offer is being made upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal, which together, as they may be amended or supplemented from time to time, constitute the Offer. This Offer to Purchase and the related Letter of Transmittal contain important information that should be read carefully before any decision is made with respect to the Offer.

      The Offer will expire at 12:00 Midnight, New York City time, on Wednesday, November 10, 2004, unless extended (such date and time, as the same may be extended, the “Expiration Date”). We may, in our sole discretion, extend the period of time in which the Offer will remain open.

      Only Shares properly tendered at prices at or below the Purchase Price we select and not properly withdrawn will be purchased. However, because of the “odd lot” priority, proration and conditional tender provisions described in this Offer to Purchase, all of the Shares tendered at or below the Purchase Price selected by us will not be purchased if more than the number of Shares we seek are tendered. We will return any Shares tendered at prices in excess of the Purchase Price that we select and Shares we do not purchase because of proration or conditional tenders promptly following the Expiration Date. See Section 3.

      We reserve the right, in our sole discretion, to purchase more than 61,000,000 Shares pursuant to the Offer, subject to certain limitations and legal requirements. See Sections 1 and 15.

      The Offer is not conditioned on any minimum number of Shares being tendered. The Offer is, however, subject to other conditions, including obtaining financing prior to the Expiration Date pursuant to the terms and conditions contained in the Commitment Letters and on terms satisfactory to us, which will be sufficient to purchase the Shares pursuant to the Offer, refinance our existing credit facility and pay related fees and expenses. See Sections 7 and 9.

      OUR BOARD OF DIRECTORS HAS APPROVED THE OFFER. HOWEVER, NEITHER WE NOR OUR BOARD OF DIRECTORS, THE LEAD DEALER MANAGER, THE DEALER MANAGER, INFORMATION AGENT OR DEPOSITARY ARE MAKING ANY RECOMMENDATION TO YOU AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING YOUR SHARES OR AS TO THE PRICE AT WHICH YOU MAY CHOOSE TO TENDER YOUR SHARES. YOU MUST MAKE YOUR OWN DECISION AS TO WHETHER TO TENDER YOUR SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH YOU WILL TENDER THEM. IN DOING SO, YOU SHOULD READ CAREFULLY THE INFORMATION IN THIS OFFER TO PURCHASE AND IN THE RELATED LETTER OF TRANSMITTAL, INCLUDING THE PURPOSES AND EFFECTS OF THE OFFER. SEE SECTION 2. YOU SHOULD DISCUSS WHETHER TO TENDER YOUR SHARES WITH YOUR BROKER, IF ANY, OR OTHER FINANCIAL ADVISOR.

      OUR DIRECTORS AND EXECUTIVE OFFICERS HAVE ADVISED US THAT THEY DO NOT INTEND TO TENDER SHARES PURSUANT TO THE OFFER. SEE SECTION 12.

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      If, at the Expiration Date, more than 61,000,000 Shares (or such greater number of Shares as we may elect to purchase) are properly tendered at or below the Purchase Price and not properly withdrawn, we will buy Shares:

•  First, from all Odd Lot Holders (as defined in Section 1), which excludes any Shares held in the Amended and Restated HCA Employee Stock Purchase Plan or the HCA 401(k) Plan, who properly tender all of their Shares at or below the Purchase Price;

•  Second, on a pro rata basis from all other shareholders (including participants in the Amended and Restated HCA Employee Stock Purchase Plan or the HCA 401(k) Plan)who properly tender their Shares at or below the Purchase Price, other than shareholders who tender conditionally at or below the Purchase Price and whose conditions are not initially satisfied; and

•  Third, by random lot, from shareholders who have tendered their Shares conditionally (for which the condition was not initially satisfied) at or below the Purchase Price.

      See Sections 1 and 6 for additional information concerning priorities and proration procedures.

      The Purchase Price will be paid net to the tendering shareholder in cash, without interest, for all Shares purchased. Tendering shareholders who hold Shares registered in their own name and who tender their Shares directly to the Depositary will not be obligated to pay brokerage commissions, solicitation fees or, subject to Instruction 8 of the Letter of Transmittal, stock transfer taxes on our purchase of Shares in the Offer. Shareholders holding Shares through brokers, dealers, commercial banks, trust companies or other nominees are urged to consult such nominees to determine whether any transaction costs may apply. Also, any tendering shareholder or other payee who fails to complete, sign and return to the Depositary the Substitute Form W-9 that is included as part of the Letter of Transmittal or U.S. Internal Revenue Service (“IRS”) Form W-8BEN obtained from the Depositary, whichever is applicable, may be subject to required United States federal income tax backup withholding equal to 28% of the gross proceeds payable to the tendering shareholder or other payee pursuant to the Offer. See Section 3.

      Participants in the Amended and Restated HCA Employee Stock Purchase Plan may tender any of their Shares held in the plan by following the separate instructions and procedures described in Section 3 and by returning the Instruction Form in the “Letter to Participants in the Amended and Restated HCA Employee Stock Purchase Plan” to the ESPP Plan Administrator at least three business days prior to the Expiration Date (which, unless the Offer is extended, will require you to return the Instruction Form no later than 5:00 p.m., New York City time, on Friday, November 5, 2004). If the ESPP Plan Administrator has not received a participant’s instructions at least three business days prior to the expiration date of the Offer, the ESPP Plan Administrator will not tender any Shares held on behalf of that participant.

      Participants in the HCA 401(k) Plan may tender any of their equivalent Shares held in the plan by following the separate instructions and procedures described in Section 3 and by returning the Instruction Form in the “Letter to Participants in the HCA 401(k) Plan” to U.S. Trust at least three business days prior to the Expiration Date (which, unless the Offer is extended, will require you to return the Instruction Form no later than 5:00 p.m., New York City time, on Friday, November 5, 2004). If U.S. Trust has not received a participant’s instructions at least three business days prior to the expiration date of the Offer, U.S. Trust will not tender any equivalent Shares held on behalf of that participant. Your equivalent Shares are equal to the total market value of your HCA Stock Fund account in the plan divided by the closing market price per share of our common stock on a particular day.

      As of September 30, 2004, we had 482,859,700 issued and outstanding Shares, and 54,413,000 Shares reserved for issuance upon exercise of outstanding stock options under our stock option plans. The 61,000,000 Shares that we are offering to purchase pursuant to the Offer represent approximately 12.6% of our Shares outstanding as of September 30, 2004. The Shares are listed and traded on the NYSE under the symbol “HCA.” On October 12, 2004, the last full trading day before the announcement of the Offer, the last reported sale price of the Shares was $37.37 per Share. Shareholders are urged to obtain current market quotations for the Shares prior to making your decision whether or not to tender pursuant to the Offer. See Section 8.

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THE OFFER

1. Terms Of The Offer

      Upon the terms and subject to the conditions of the Offer, we will purchase 61,000,000 Shares or, if a lesser number of Shares is properly tendered, all Shares that are properly tendered and not properly withdrawn in accordance with Section 4 on or before the Expiration Date, at prices not greater than $41.00 nor less than $35.00 per Share, net to the seller in cash, without interest.

      In accordance with Instruction 5 of the Letter of Transmittal, shareholders desiring to tender Shares must either (1) specify that they are willing to sell their Shares to us at the price determined in the Offer, or (2) specify the price, not greater than $41.00 nor less than $35.00 per Share (in multiples of $0.25), at which they are willing to sell their Shares to us in the Offer. Promptly following the Expiration Date, we will, upon the terms and subject to the conditions of the Offer, determine a single per Share purchase price that we will pay for Shares properly tendered and not properly withdrawn pursuant to the Offer, taking into account the number of Shares tendered and the prices. We will select the lowest purchase price specified by shareholders (the “Purchase Price”) that will allow us to buy 61,000,000 Shares or, if a lesser number of Shares is properly tendered, all Shares that are properly tendered and not properly withdrawn. All Shares purchased in the Offer will be purchased at the same Purchase Price.

      Only Shares properly tendered at prices at or below the Purchase Price and not properly withdrawn will be purchased. However, because of the “odd lot” priority, proration and conditional tender provisions of the Offer, all of the Shares tendered at or below the Purchase Price will not be purchased if more than the number of Shares we seek are properly tendered. All Shares tendered and not purchased in the Offer, including Shares tendered at prices in excess of the Purchase Price and Shares not purchased because of proration or conditional tenders, will be returned to the tendering shareholders at our expense promptly following the Expiration Date.

      We reserve the right to purchase more than 61,000,000 Shares in the Offer, subject to certain limitations and legal requirements. In accordance with applicable regulations of the SEC, we may purchase in the Offer an additional number of Shares not to exceed 2% of the currently outstanding Shares (approximately 9,657,000 Shares) without amending or extending the Offer. See Section 15.

      In the event of an oversubscription of the Offer, Shares tendered at or below the Purchase Price on or before the Expiration Date will be subject to proration, except for Odd Lots (as defined below). The proration period also expires on the Expiration Date.

      If we (1) increase the price that may be paid for Shares above $41.00 per Share or decrease the price that may be paid for Shares below $35.00 per Share, (2) materially increase the Lead Dealer Manager’s fee, (3) increase the number of Shares that we may purchase in the Offer by more than 2% of our outstanding Shares, or (4) decrease the number of Shares that we may purchase in the Offer, then the Offer must remain open for at least 10 business days following the date that notice of the increase or decrease is first published, sent or given in the manner specified in Section 15.

      The Offer is not conditioned on any minimum number of Shares being tendered. The Offer is, however, subject to other conditions, including obtaining financing prior to the Expiration Date pursuant to the terms and conditions contained in the Commitment Letters and on terms satisfactory to us, which will be sufficient to purchase the Shares pursuant to the Offer, refinance our existing credit facility and pay related fees and expenses. See Sections 7 and 9.

      Priority of Purchases. If more than 61,000,000 Shares (or such greater number of Shares as we may elect to purchase) have been properly tendered at prices at or below the Purchase Price selected by us and

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not properly withdrawn on or before the Expiration Date, we will purchase properly tendered Shares on the basis set forth below:

•  First, we will purchase all Shares tendered by any Odd Lot Holder (as defined below), which excludes any Shares held in the Amended and Restated HCA Employee Stock Purchase Plan or the HCA 401(k) Plan, who:

      (1) tenders all Shares owned beneficially or of record by the Odd Lot Holder at a price at or below the Purchase Price selected by us (tenders of less than all of the Shares owned by the Odd Lot Holder will not qualify for this preference); and

      (2) completes the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery;

•  Second, after the purchase of all of the Shares properly tendered by Odd Lot Holders, subject to the conditional tender provisions described in Section 6, we will purchase all other Shares tendered (including participants in the Amended and Restated HCA Employee Stock Purchase Plan or the HCA 401(k) Plan) at prices at or below the Purchase Price on a pro rata basis, with appropriate adjustments to avoid purchases of fractional Shares, based on the ratio of the remaining number of Shares to be purchased by us in the Offer to the number of all Shares tendered (other than those tendered by Odd Lot Holders which are given priority as described above). This ratio will be applied to shareholders tendering their Shares to determine the number of Shares that will be purchased from each tendering shareholder in the Offer; and

•  Third, if necessary to permit us to purchase 61,000,000 Shares, Shares conditionally tendered (for which the condition was not initially satisfied) at or below the Purchase Price selected by us and not properly withdrawn prior to the Expiration Date, will, to the extent feasible, be selected for purchase by random lot. To be eligible for purchase by random lot, shareholders whose Shares are conditionally tendered must have tendered all of their Shares.

      As a result of the foregoing priorities applicable to the purchase of Shares tendered, it is possible that fewer than all of the Shares tendered by a shareholder will be purchased or that, if a tender is conditioned upon the purchase of a specified number of Shares from the tendering shareholder, none of those Shares will be purchased even though those Shares were tendered at prices at or below the Purchase Price.

      Odd Lots. The term “Odd Lots” means all Shares (other than Shares held in the Amended and Restated HCA Employee Stock Purchase Plan or the HCA 401(k) Plan) that are tendered at prices at or below the Purchase Price selected by us (an “Odd Lot Holder”) who owned beneficially or of record as of the close of business on October 13, 2004 and as of the Expiration Date, an aggregate of fewer than 100 Shares and so certified in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery. To qualify for this preference, an Odd Lot Holder must tender all Shares owned by the Odd Lot Holder in accordance with the procedures described in Section 3. Odd Lots will be accepted for payment before any proration of the purchase of other tendered Shares. This preference is not available to partial tenders or to beneficial or record holders of an aggregate of 100 or more Shares, even if these holders have separate accounts or certificates representing fewer than 100 Shares, or with respect to any Shares held in the Amended and Restated HCA Employee Stock Purchase Plan or the HCA 401(k) Plan. By tendering in the Offer, an Odd Lot Holder which holds Shares in its name and tenders its Shares directly to the Depositary would not only avoid the payment of brokerage commissions, but also would avoid any applicable odd lot discounts in a sale of the holder’s Shares. Any Odd Lot Holder wishing to tender all of its Shares in the Offer should complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery.

      We also reserve the right, but will not be obligated, to purchase all Shares properly tendered by any shareholder who tenders any Shares owned beneficially or of record, at or below the Purchase Price and who, as a result of proration, would then own beneficially or of record, an aggregate of fewer than 100 Shares. If we exercise this right, we will increase the number of Shares that we are offering to purchase in

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the Offer by the number of Shares purchased through the exercise of the right, and to the extent required by applicable law, extend the Offer.

      Proration. If proration of tendered Shares is required, we will determine the Proration Factor promptly following the Expiration Date. The “Proration Factor” shall be equal to the ratio of the remaining number of Shares to be purchased by us in the Offer to the number of Shares tendered by all shareholders (including participants in the Amended and Restated HCA Employee Stock Purchase Plan or the HCA 401(k) Plan), other than Odd Lot Holders, at or below the Purchase Price selected by us. Proration will also be subject to the procedures described above under “Priority of Purchases.” Because of the difficulty in determining the number of Shares properly tendered and not properly withdrawn, and because of the Odd Lot procedure described above and the conditional tender procedure described in Section 6, we do not expect that we will be able to announce the final Proration Factor or commence payment for any Shares purchased pursuant to the Offer until approximately seven business days after the Expiration Date. The preliminary results of any proration will be announced by press release promptly after the Expiration Date. After the Expiration Date, shareholders may obtain preliminary proration information from the Information Agent and also may be able to obtain the information from their brokers.

      As described in Section 14, the number of Shares that we will purchase from a shareholder in the Offer may affect the U.S. federal income tax consequences of the purchase to the shareholder and, therefore, may be relevant to a shareholder’s decision whether to tender Shares and whether to condition any tender upon our purchase of a stated number of Shares held by such shareholder. The Letter of Transmittal affords each tendering shareholder the opportunity to designate the order of priority in which Shares tendered are to be purchased in the event of proration.

      This Offer to Purchase and the related Letter of Transmittal will be mailed to record holders of the Shares and will be furnished to brokers, dealers, commercial banks, trust companies and other nominees whose names, or the names of whose nominees, appear on our shareholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of Shares.

2. Purpose Of The Offer; Certain Effects Of The Offer

      Purpose of the Offer. HCA intends to purchase up to 61,000,000 shares of its common stock in the Offer, representing approximately 12.6% of its outstanding shares as of September 30, 2004. In determining to proceed with the Offer, the Board of Directors has reviewed, with the assistance of management and outside advisors, its strategic plan, its use of cash flows from operations for, among other things, capital expenditures, acquisitions, debt repayment, dividends and share repurchases, and a variety of alternatives for using the Company’s available financial resources. The Board of Directors considered, with the assistance of management and outside advisors, the Company’s capital structure, free cash flow, financial position and dividend policy, the anticipated cost and availability of financing and the market price of the common stock, as well as the Company’s operations, strategy and expectations for the future.

      In determining the number of Shares to purchase in the Offer, the Board of Directors considered a broad range of factors, including our financial structure, financial condition and dividend policy, operations, competitive position, resources and prospects, the current market prices of our Shares, our desire for future financial flexibility, the expected availability and cost of financing, and the attractiveness of the Offer to our shareholders. The Board of Directors also considered risks and uncertainties, including the potential for positive and negative developments relating to our business.

      Based on the foregoing, the Board of Directors has determined that increasing the Company’s indebtedness to fund the Offer is a prudent use of the Company’s financial resources and an effective means of providing value to the Company’s shareholders. In particular, the Board of Directors believes the Offer will provide all shareholders with the opportunity to tender all or a portion of their Shares and, thereby, receive a return of capital if they so elect. Conversely, the Offer also affords shareholders the option not to participate and, thereby, to increase their relative percentage interest in the Company and our future results. In addition, the Board of Directors believes the Offer provides shareholders (particularly

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those who, because of the size of their stockholdings, might not be able to sell their Shares without potential disruption to the Share price) with an opportunity to obtain liquidity with respect to all or a portion of their Shares, without potential disruption to the Share price and the usual transaction costs associated with market sales.

      Our Board of Directors has approved the Offer. However, neither we nor our Board of Directors, the Lead Dealer Manager, the Dealer Manager, the Information Agent or the Depositary are making any recommendation to shareholders as to whether to tender or refrain from tendering their Shares or as to the price at which shareholders should tender their Shares, and none of them have authorized any person to make any recommendation. Shareholders are urged to evaluate carefully all information in the Offer, consult with their own investment and tax advisors and make their own decision whether to tender and, if so, how many Shares to tender and the price or prices at which to tender them. We have been advised that our directors and executive officers do not intend to tender their Shares pursuant to the Offer. See Section 12.

      Potential Benefits of the Offer. The Company believes the Offer may provide several benefits to the Company and its shareholders, including:

•  The Offer and related anticipated borrowings will provide a capital structure that makes greater use of financial leverage at expected interest rates, thus making possible improved earnings per share for our continuing shareholders;

•  Capitalizing on pricing in the current bank, public and/or private debt markets that we believe to be attractive;

•  After the Offer is completed, the Company believes that its anticipated financial condition, access to capital and cash flow from operations will allow the Company adequate financial resources to fund future dividends and capital expenditures; and

•  If we complete the Offer, we will return cash to our shareholders who elect to receive a return of capital, while shareholders who do not tender will increase their percentage ownership in the Company.

      Potential Risks and Disadvantages of the Offer. The Offer also presents some potential risks and disadvantages to the Company and its continuing shareholders, including:

•  If we complete the Offer, our indebtedness and interest expense would increase significantly. We believe this will adversely affect our credit rating and increase our financing costs and may adversely affect the terms of our future indebtedness;

•  By increasing our indebtedness, the Offer is expected to reduce our ability to engage in significant cash acquisitions. Increased indebtedness could reduce our ability to cover existing contingent or other future liabilities or otherwise negatively impact our liquidity during periods of increased capital or operating expenses. There can be no assurance that we would be able to raise debt or equity financing in the future;

•  The Offer, if subscribed to in full, will reduce our “public float,” which is the number of Shares owned by non-affiliate shareholders and available for trading in the securities markets. This reduction in our public float could result in a lower stock price and/or reduced liquidity in the trading market for our common stock following completion of the Offer; and

•  In addition, if any Shares are accepted in the Offer, the number of outstanding Shares remaining will decrease and effectively give option holders a greater percentage ownership interest in the Company on a fully-diluted basis.

      Certain Effects of the Offer. Upon the completion of the Offer, non-tendering shareholders will own a greater percentage interest in the Company. Assuming that 61,000,000 Shares are purchased in response to the Offer and that our directors and executive officers do not tender any Shares, the relative percentage of Shares beneficially owned by our directors and executive officers in the aggregate will increase from

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approximately 5.4% to approximately 6.1%. If any of the directors and executive officers ultimately elect to tender Shares in the Offer, their proportional holdings may significantly decrease.

      As further described in Section 9 below, it is anticipated that the Offer will be funded with borrowed money, including a short-term loan facility of approximately $1.5 billion together with approximately $1 billion drawn down under a new credit facility to be entered into in connection with the refinancing of our existing credit facility. While we have obtained commitments for these facilities, these commitments are contingent on the satisfaction of various conditions as further described in Section 9. Accordingly, in addition to the other conditions described in this Offer to Purchase, the Offer will be subject to our obtaining financing prior to the Expiration Date pursuant to the terms and conditions contained in the Commitment Letters and on terms satisfactory to us, which will be sufficient to purchase the Shares pursuant to the Offer, refinance our existing credit facility and pay related fees and expenses. Our current plans to repay this indebtedness are also described in Section 9.

      After the Offer is completed, we believe that our expected cash flow from operations and anticipated access to our credit facility and capital markets will be adequate for our needs. However, our actual experience may differ significantly from our expectations and there can be no assurance that our action in utilizing a significant portion of our financial resources in this manner will not adversely affect our ability to operate our business or pursue opportunities we believe are advantageous to the Company and its shareholders. Future events may adversely and materially affect our business, expenses or prospects and could affect our available cash or the availability and/or cost of external financial resources.

      As of June 30, 2004, the net book value per Share of our common stock was $13.16. Assuming that the 61,000,000 Shares sought to be purchased by us had been acquired on such date at a maximum price of $41.00 per Share, the adjusted net book value per Share as of that date would have been $9.12. See Section 10.

      Non-tendering shareholders will realize a proportionate increase in their relative ownership interest in us and thus in our future earnings and assets, subject to our right to issue additional Shares of common stock and other equity securities in the future. Shareholders may be able to sell non-tendered Shares in the future on the NYSE or otherwise, at a net price significantly higher than the Purchase Price in the Offer. We can give no assurance, however, as to the price at which a shareholder may be able to sell his or her Shares in the future, which may be higher or lower than the Purchase Price paid by us in the Offer.

      In connection with its approval of the Offer, our Board of Directors expressly authorized us to acquire, in open market or other repurchase transactions, such additional number of Shares, if any, as is necessary to enable us to repurchase an aggregate of up to $2,501,000,000 in Shares (including the aggregate purchase price paid for the Shares acquired pursuant to the Offer). However, Rule 13e-4(f) under the Exchange Act prohibits us from purchasing any Shares, other than in the Offer, until at least 10 business days after the Expiration Date. Accordingly, any such additional repurchases outside of the Offer may not be consummated until at least 10 business days after the Expiration Date. Although we currently have no other plans to do so, we may, in the future, decide to purchase additional Shares. Any such purchases may be on the same terms as, or on terms that are more or less favorable to shareholders than, the terms of the Offer.

      Shares that we acquire in the Offer will be restored to the status of authorized but unissued Shares and will be available for us to issue in the future without further shareholder action (except as required by applicable law or NYSE rules) for all purposes, such as issuance under our stock option plans, the acquisition of other businesses or the raising of additional capital for use in our business. We have no current plans for the issuance of Shares purchased in the Offer.

      Our purchase of Shares in the Offer will reduce the number of Shares that might otherwise trade publicly and is likely to reduce the number of our shareholders. This may reduce the volume of trading in our Shares and make it more difficult to buy or sell significant amounts of our Shares without materially affecting the market price. However, even if all 61,000,000 Shares are purchased in the Offer, more than 421,859,000 Shares will remain outstanding. Based upon published guidelines of the NYSE, we do not

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believe that our purchase of Shares in the Offer will cause our remaining Shares to be delisted from the NYSE.

      Our Shares are currently “margin securities” under the rules of the Federal Reserve Board. This has the effect, among other things, of allowing brokers to extend credit to their customers using the Shares as collateral. We believe that, following the purchase of Shares pursuant to the Offer, the Shares will continue to be “margin securities” for purposes of the Federal Reserve Board’s margin regulations.

      Our Shares are registered under the Exchange Act, which requires, among other things, that we furnish information to our shareholders and to the SEC and comply with the SEC’s proxy rules in connection with meetings of our shareholders. We believe that our purchase of Shares in the Offer will not result in the Shares becoming eligible for deregistration under the Exchange Act.

      Except as disclosed in this Offer to Purchase, we currently have no plans, proposals or negotiations underway that relate to or would result in:

•  any extraordinary transaction, such as a merger, reorganization or liquidation, involving us or any of our subsidiaries;

•  any purchase, sale or transfer of an amount of our assets or any of our subsidiaries’ assets which is material to us and our subsidiaries, taken as a whole;

•  any material change in our present dividend rate or policy, our capitalization, indebtedness, corporate structure or business;

•  any change in our present Board of Directors or management or any plans or proposals to change the number or the term of directors (although we may fill vacancies arising on the Board of Directors) or to change any material term of the employment contract of any executive officer;

•  our ceasing to be authorized to be quoted on the NYSE;

•  our common stock becoming eligible for termination of registration under Section 12(g) of the Exchange Act;

•  the suspension of our obligation to file reports under the Exchange Act;

•  the acquisition or disposition by any person of our securities; or

•  any changes in our certificate of incorporation, bylaws or other governing instruments, or other actions that could impede the acquisition of control of us.

3.     Procedures For Tendering Shares

      Proper Tender of Shares. For Shares to be tendered properly in the Offer:

•  the certificates for the Shares, or confirmation of receipt of the Shares under the procedure for book-entry transfer set forth below, together with (a) a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile of the Letter of Transmittal), including any required signature guarantees, (b) an Agent’s Message (as defined below) in the case of a book-entry transfer or (c) the specific acknowledgement in the case of a tender through the Automated Tender Offer Program (as described below) of the Book-Entry Transfer Facility (as defined below), and any other documents required by the Letter of Transmittal, must be received before 12:00 Midnight, New York City time, on the Expiration Date by the Depositary at its address set forth on the back cover of this Offer to Purchase; or

•  the tendering shareholder must comply with the guaranteed delivery procedure set forth below.

      In accordance with Instruction 5 of the Letter of Transmittal, each shareholder desiring to tender Shares in the Offer must either (1) check the box in the section of the Letter of Transmittal captioned “Shares Tendered at Price Determined Pursuant to the Offer” or (2) check one of the boxes in the section of the Letter of Transmittal captioned “Price (in Dollars) per Share at Which Shares are Being

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Tendered,” indicating the price at which Shares are being tendered. A tender of Shares will be proper if, and only if, one of these boxes is checked on the Letter of Transmittal.

      If tendering shareholders wish to maximize the chance that their Shares will be purchased, they should check the box in the section on the Letter of Transmittal captioned “Shares Tendered At Price Determined Pursuant To The Offer.” Note that this election could result in the tendered Shares being purchased at the minimum price of $35.00 per Share.

      If tendering shareholders wish to indicate a specific price (in multiples of $0.25) at which their Shares are being tendered, they must check a box under the section captioned “Price (in Dollars) per Share at Which Shares are Being Tendered.” Tendering shareholders should be aware that this election could mean that none of their Shares will be purchased if they check a box other than the box representing the lowest price. A shareholder who wishes to tender Shares at more than one price must complete separate Letters of Transmittal for each price at which Shares are being tendered. The same Shares cannot be tendered (unless previously properly withdrawn in accordance with the terms of the Offer) at more than one price.

      Odd Lot Holders must tender all of their Shares and also complete the section captioned “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, to qualify for the preferential treatment available to Odd Lot Holders as set forth in Section 1.

      Shareholders holding Shares through brokers, dealers, commercial banks, trust companies or other nominees are urged to consult such nominees to determine whether any transaction costs may apply.

      Participants in the Amended and Restated HCA Employee Stock Purchase Plan who wish to tender some or all of the Shares allocated to their account must follow the instructions in the “Letter to Participants in the Amended and Restated HCA Employee Stock Purchase Plan” furnished separately and return the Instruction Form included therewith to the ESPP Plan Administrator in accordance with those instructions. The Instruction Form must be received by the ESPP Plan Administrator not later than three business days prior to the Expiration Date (which, unless the Offer is extended, will require you to return the Instruction Form no later than 5:00 p.m., New York City time, on Friday, November 5, 2004), or no Shares allocated to the participant’s account will be tendered. Participants in the Amended and Restated HCA Employee Stock Purchase Plan may not use the Letter of Transmittal to tender any of the Shares held in their plan account. Participants in the Amended and Restated HCA Employee Stock Purchase Plan must use the Instruction Form to instruct the ESPP Plan Administrator to tender their Shares in the Amended and Restated HCA Employee Stock Purchase Plan.

      Participants in the Amended and Restated HCA Employee Stock Purchase Plan who also hold Shares outside of the plan will need to follow the instructions above regarding the Letter of Transmittal with respect to Shares held outside the plan and the Instruction Form in the “Letter to Participants in the Amended and Restated HCA Employee Stock Purchase Plan” with respect to Shares held under the Amended and Restated HCA Employee Stock Purchase Plan.

      Participants in the HCA 401(k) Plan who wish to tender some or all of the equivalent Shares allocated to their account must follow the instructions in the “Letter to Participants in the HCA 401(k) Plan” furnished separately and return the Instruction Form included therewith to U.S. Trust in accordance with those instructions. The Instruction Form must be received by U.S. Trust not later than three business days prior to the Expiration Date (which, unless the Offer is extended, will require you to return the Instruction Form no later than 5:00 p.m., New York City time, on Friday, November 5, 2004), or no equivalent Shares allocated to the participant’s account will be tendered. Participants in the HCA 401(k) Plan may not use the Letter of Transmittal to tender any of the equivalent Shares held in their plan account. Participants in the HCA 401(k) Plan must use the Instruction Form to instruct U.S. Trust to tender their equivalent Shares in the HCA 401(k) Plan.

      Participants in the HCA 401(k) Plan who also hold Shares outside of the plan will need to follow the instructions above regarding the Letter of Transmittal with respect to Shares held outside the plan and the

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Instruction Form in the “Letter to Participants in the HCA 401(k) Plan” with respect to equivalent Shares held under the HCA 401(k) Plan.

      Signature Guarantees and Method of Delivery. No signature guarantee is required if:

      (a) The Letter of Transmittal is signed by the registered holder of the Shares (which term, for purposes of this Section 3, will include any participant in The Depository Trust Company (the “Book-Entry Transfer Facility”) whose name appears on a security position listing as the owner of the Shares) tendered and the holder has not completed either the box entitled “Special Delivery Instructions” or the box entitled “Special Payment Instructions” on the Letter of Transmittal; or

      (b) Shares are tendered for the account of a bank, broker, dealer, credit union, savings association or other entity that is a member in good standing of the Securities Transfer Agents Medallion Program or a bank, broker, dealer, credit union, savings association or other entity that is an “eligible guarantor institution,” as the term is defined in Rule 17Ad-15 under the Exchange Act (each of the foregoing constitutes an “Eligible Institution”). See Instruction 1 of the Letter of Transmittal.

      If a certificate for Shares is registered in the name of a person other than the person executing a Letter of Transmittal, or if payment is to be made to (or Shares not purchased or tendered are to be issued to) a person other than the registered holder, then the certificate must be endorsed or accompanied by an appropriate stock power, in either case, signed exactly as the name of the registered holder appears on the certificate, with the signature guaranteed by an Eligible Institution.

      In all cases, payment for Shares tendered and accepted for payment in the Offer will be made only after timely receipt by the Depositary of certificates for the Shares (or a timely confirmation of the book-entry transfer of the Shares into the Depositary’s account at the Book-Entry Transfer Facility as described above), a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile of the Letter of Transmittal), an Agent’s Message, in the case of a book-entry transfer, or the specific acknowledgment, in the case of a tender through the Automated Tender Offer Program, of the Book-Entry Transfer Facility, and any other documents required by the Letter of Transmittal.

      The method of delivery of all documents, including certificates for Shares, the Letter of Transmittal and any other required documents, is at the election and risk of the tendering shareholder. If delivery is by mail, we recommend that shareholders use registered mail with return receipt requested, properly insured. In all cases, sufficient time should be allowed to ensure timely delivery.

      Book-Entry Delivery. The Depositary will establish an account with respect to the Shares for purposes of the Offer at the Book-Entry Transfer Facility within two business days after the date of this Offer to Purchase, and any financial institution that is a participant in the Book-Entry Transfer Facility’s system may make book-entry delivery of the Shares by causing the Book-Entry Transfer Facility to transfer Shares into the Depositary’s account in accordance with the Book-Entry Transfer Facility’s procedures for transfer. Although delivery of Shares may be effected through a book-entry transfer into the Depositary’s account at the Book-Entry Transfer Facility, either (1) a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile of the Letter of Transmittal), with any required signature guarantees, an Agent’s Message in the case of a book-entry transfer or the specific acknowledgment in the case of a tender through the Automated Tender Offer Program of the Book-Entry Transfer Facility, and any other required documents must be transmitted to and received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or before the Expiration Date, or (2) the guaranteed delivery procedure described below must be followed. Delivery of the Letter of Transmittal and any other required documents to the Book-Entry Transfer Facility does not constitute delivery to the Depositary.

      The term “Agent’s Message” means a message transmitted by the Book-Entry Transfer Facility to, and received by, the Depositary and forming a part of a Book-Entry Confirmation, which states that the Book-Entry Transfer Facility has received an express acknowledgement from the participant in the Book-

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Entry Transfer Facility tendering Shares that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that we may enforce such agreement against the participant.

      Participants in the Book-Entry Transfer Facility may tender their Shares in accordance with the Automated Tender Offer Program to the extent it is available to them for the Shares they wish to tender. A shareholder tendering through the Automated Tender Offer Program must expressly acknowledge that the shareholder has received and agreed to be bound by the Letter of Transmittal and that the Letter of Transmittal may be enforced against that shareholder.

      Guaranteed Delivery. If a shareholder desires to tender Shares in the Offer and the certificates evidencing those Shares are not immediately available or cannot be delivered to the Depositary on or before the Expiration Date (or the procedure for book-entry transfer cannot be completed on a timely basis), or if time will not permit all required documents to reach the Depositary on or before the Expiration Date, the Shares still may be tendered, if all of the following conditions are satisfied:

      (1) the tender is made by or through an Eligible Institution;

      (2) the Depositary receives by hand, mail, overnight courier or facsimile transmission, on or before the Expiration Date, a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form we have provided with this Offer to Purchase, including (where required) a guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery;

      (3) the certificates for all tendered Shares, in proper form for transfer (or confirmation of book-entry transfer of the Shares into the Depositary’s account at the Book-Entry Transfer Facility), together with a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile of the Letter of Transmittal), including any required signature guarantees, an Agent’s Message in the case of a book-entry transfer or the specific acknowledgement in the case of a tender through the Automated Tender Offer Program of the Book-Entry Transfer Facility, and any other documents required by the Letter of Transmittal, are received by the Depositary within three NYSE trading days after the date of receipt by the Depositary of the Notice of Guaranteed Delivery; and

      (4) as to any tender of Shares which are to be acquired by employees upon exercise of stock options, the Company itself may elect to guarantee delivery of such Shares if and to the extent such Shares are purchased in the Offer.

      Return of Unpurchased Shares. If any tendered Shares are not purchased, or if less than all Shares evidenced by a shareholder’s certificates are tendered, certificates for unpurchased Shares will be returned promptly after the expiration or termination of the Offer or, in the case of Shares tendered by book-entry transfer at the Book-Entry Transfer Facility, the Shares will be credited to the appropriate account maintained by the tendering shareholder at the Book-Entry Transfer Facility, in each case without expense to the shareholder.

      Procedures for Participants in the Amended and Restated HCA Employee Stock Purchase Plan. A participant in the Amended and Restated HCA Employee Stock Purchase Plan may instruct the ESPP Plan Administrator to tender some or all of the Shares allocated to a participant’s account by completing the Instruction Form in accordance with the instructions in the “Letter to Participants in the Amended and Restated HCA Employee Stock Purchase Plan” furnished separately and returning it to the ESPP Plan Administrator in accordance with those instructions. All documents furnished to shareholders generally in connection with the Offer will be made available to participants whose plan accounts are credited with Shares. Participants in the Amended and Restated HCA Employee Stock Purchase Plan cannot use the Letter of Transmittal to direct the tender of Shares held under the plan, but must use the Instruction Form included in the separate instruction letter sent to them. Participants in the Amended and Restated HCA Employee Stock Purchase Plan who also hold Shares outside of the plan, however, must use the Letter of Transmittal to tender Shares held outside of the plan and must complete the Instruction Form according to the instructions in the “Letter to Participants in the Amended and Restated HCA Employee Stock Purchase Plan” for shares held under the plan.

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      Procedures for Participants in the HCA 401(k) Plan. A participant in the HCA 401(k) Plan may instruct U.S. Trust, the independent fiduciary of the HCA 401(k) Plan, to tender some or all of the equivalent Shares allocated to a participant’s account by completing the Instruction Form in accordance with the instructions in the “Letter to Participants in the HCA 401(k) Plan” furnished separately and returning it to U.S. Trust in accordance with those instructions. A participant’s equivalent Shares are equal to the total market value of a participant’s HCA Stock Fund account in the HCA 401(k) Plan divided by the closing market price per share of our common stock. All documents furnished to shareholders generally in connection with the Offer will be made available to participants whose plan accounts are credited with equivalent Shares. Participants in the HCA 401(k) Plan cannot use the Letter of Transmittal to direct the tender of equivalent Shares held under the plan, but must use the Instruction Form included in the separate instruction letter sent to them. Participants in the HCA 401(k) Plan who also hold Shares outside of the plan, however, must use the Letter of Transmittal to tender Shares held outside of the plan and must complete the Instruction Form according to the instructions in the “Letter to Participants in the HCA 401(k) Plan” for equivalent Shares held under the plan.

      Our 401(k) Plan is prohibited by law from selling equivalent Shares to us for a price that is less than the prevailing market price of our common stock. Accordingly, if a participant elects to tender equivalent Shares at a price that is lower than the closing price of our common stock on the date the Offer expires, the tender price a participant elects will be deemed to have been increased to the closest tender price that is not less than the closing price of our common stock on the NYSE on the date the Offer expires. This could result in a participant’s equivalent Shares not being purchased in the Offer. If the closing price of our common stock on the date the Offer expires is greater than the maximum price available in the Offer, none of the equivalent Shares will be tendered and a participant’s tender will be deemed to have been withdrawn.

      The proceeds received by the 401(k) Plan from any tender of equivalent Shares from a participant’s plan account will be deposited in the participant’s 401(k) Plan and invested in the 401(k) Plan’s Interest Income Fund unless and until the participant allocates the proceeds among the various investment funds under the 401(k) Plan according to such participant’s personal investment strategy.

      Participants in our 401(k) Plan are urged to read the separate “Letter to Participants in the HCA 401(k) Plan” and related materials carefully. This letter contains additional information regarding the potential tax consequences of tendering any equivalent Shares from a participant’s plan account.

      Restricted Shares. Shareholders to whom “restricted” Shares have been issued under our equity compensation plans (such as the “PEP” and “MSPP” plans) will not be able to tender such Shares unless the restrictions on transfer of such Shares (imposed by the terms of the applicable equity incentive plans or by the terms of the award agreement relating to such Shares) have expired. If a shareholder holds certificates representing such Shares on which the restrictions have expired, the participant may tender some or all of such Shares in accordance with procedures for tendering shares described above.

      HCA Stock Options. We are not offering, as part of the Offer, to purchase any stock options outstanding and tenders of stock options will not be accepted. Holders of stock options who wish to participate in the Offer may exercise their stock options and purchase Shares, and then tender the Shares under the Offer, provided that any exercise of a stock option and tender of Shares is in accordance with applicable law and the terms of the applicable plan and option agreements. In no event are any stock options to be delivered to the Depositary in connection with a tender of Shares hereunder. An exercise of a stock option cannot be revoked even if all or a portion of the Shares received upon the exercise or conversion and tendered in the Offer are not purchased in the Offer for any reason.

      Determination of Validity; Rejection of Shares; Waiver of Defects; No Obligation to Give Notice of Defects. All questions as to the number of Shares to be accepted, the Purchase Price to be paid for Shares to be accepted and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by us, in our sole discretion, and our determination will be final and binding on all parties. We reserve the absolute right to reject any or all tenders of any Shares that we determine are not in proper form or the acceptance for payment of or payment for which

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may, in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive any defect or irregularity in any tender with respect to any particular Shares or any particular shareholder, and our interpretation of the terms of the Offer will be final and binding on all parties. No tender of Shares will be deemed to have been properly made until all defects or irregularities have been cured by the tendering shareholder or waived by us. We will not, and none of the Lead Dealer Manager, the Dealer Manager, the Information Agent, the Depositary or any other person will be obligated to, give notice of any defects or irregularities in tenders, nor will any of them incur any liability for failure to give any notice.

      Tendering Shareholder’s Representation and Warranty; Our Acceptance Constitutes an Agreement. A tender of Shares pursuant to any of the procedures described above will constitute the tendering shareholder’s acceptance of the terms and conditions of the Offer, as well as the tendering shareholder’s representation and warranty to us that (1) the shareholder has a “net long position,” within the meaning of Rule 14e-4 promulgated by the SEC under the Exchange Act, in the “shares or equivalent securities at least equal to the shares being tendered” and (2) the tender of Shares complies with Rule 14e-4. It is a violation of Rule 14e-4 for a person, directly or indirectly, to tender Shares for that person’s own account unless, at the time of tender and at the end of the proration period or period during which Shares are accepted by lot (including any extensions thereof), the person so tendering (1) has a net long position equal to or greater than the amount of (a) Shares tendered or (b) other securities convertible into or exchangeable or exercisable for the Shares tendered and will acquire the Shares for tender by conversion, exchange or exercise and (2) will deliver or cause to be delivered the Shares in accordance with the terms of the Offer. Rule 14e-4 provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person. Our acceptance for payment of Shares tendered in the Offer will constitute a binding agreement between the tendering shareholder and us on the terms and conditions of the Offer.

      U.S. Federal Income Tax Backup Withholding. Under the U.S. federal income tax backup withholding rules, unless an exemption applies under the applicable law and regulations, 28% of the gross proceeds payable to a shareholder or other payee pursuant to the Offer must be withheld and remitted to the IRS, unless the shareholder or other payee provides its taxpayer identification number (employer identification number or social security number) to the Depositary (as payor) and certifies under penalties of perjury that the number is correct. Therefore, each tendering shareholder that is a United States Holder (as defined in Section 14) should complete and sign the Substitute Form W-9 included as part of the Letter of Transmittal so as to provide the information and certification necessary to avoid backup withholding unless the shareholder otherwise establishes to the satisfaction of the Depositary that the shareholder is not subject to backup withholding. If a United States Holder does not provide the Depositary with the correct taxpayer identification number, the United States Holder may be subject to penalties imposed by the IRS. If backup withholding results in an overpayment of taxes, a refund may be obtained from the IRS in accordance with its refund procedures. Certain “exempt recipients” (including, among others, all corporations and certain Non-United States Holders (as defined in Section 14)) are not subject to backup withholding. In order for a Non-United States Holder to qualify as an exempt recipient, that shareholder must submit an IRS Form W-8BEN (or successor form), signed under penalties of perjury, attesting to that shareholder’s exempt status. This statement can be obtained from the Depositary. See Instruction 14 of the Letter of Transmittal.

      To prevent U.S. federal income tax backup withholding equal to 28% of the gross payment made to shareholders for Shares purchased pursuant to the Offer, each shareholder that is a United States Holder and does not otherwise establish an exemption from the backup withholding must provide the Depositary with the shareholder’s correct taxpayer identification number and provide other information by completing the Substitute Form W-9 included as part of the Letter of Transmittal.

      Withholding for Non-United States Holders. Even if a Non-United States Holder has provided the required certification to avoid backup withholding, the Depositary will withhold U.S. federal income taxes equal to 30% of the gross payments payable to a Non-United States Holder or his agent unless the Depositary determines that a reduced rate of withholding is available under a tax treaty or that an exemption from withholding is applicable because the gross proceeds are effectively connected with the conduct of a trade of business within the United States (and, if a treaty applies, the gross proceeds are

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generally attributable to the United States permanent establishment maintained by such Non-United States Holder). To obtain a reduced rate of withholding under a tax treaty, a Non-United States Holder must deliver to the Depositary a properly completed and executed IRS Form W-8BEN (or successor form) before the payment is made. To obtain an exemption from withholding on the grounds that the gross proceeds paid pursuant to the Offer are effectively connected with the conduct of a trade or business within the United States, a Non-United States Holder must deliver to the Depositary a properly completed and executed IRS Form W-8ECI (or successor form). A Non-United States Holder that qualifies for an exemption from withholding by delivering IRS Form W-8ECI (or successor form) will generally be required to file a U.S. federal income tax return and generally will be subject to U.S. federal income tax on income derived from the sale of Shares pursuant to the Offer in the manner and to the extent described in Section 14 as if it were a United States Holder, and in the case of a foreign corporation, such income may be subject to the branch profit tax at a rate of 30% (or a lower rate specified in an applicable income tax treaty). The Depositary will determine a shareholder’s status as a Non-United States Holder and eligibility for a reduced rate of, or exemption from, withholding by reference to any outstanding, valid certificates or statements concerning eligibility for a reduced rate of, or exemption from, withholding (e.g., IRS Form W-8BEN (or successor form) or IRS Form W-8ECI (or successor form)) unless facts and circumstances indicate that reliance is not warranted.

      A Non-United States Holder may be eligible to obtain a refund of all or a portion of any tax withheld if the Non-United States Holder meets the “complete termination,” “substantially disproportionate” or “not essentially equivalent to a dividend” tests described in Section 14 that would characterize the exchange as a sale (as opposed to a dividend) with respect to which the Non-United States Holder is not subject to tax or is otherwise able to establish that no tax or a reduced amount of tax is due.

      Non-United States Holders are urged to consult their tax advisors regarding the application of U.S. federal income tax withholding, including eligibility for a withholding tax reduction or exemption, and the refund procedure.

      Lost or Destroyed Certificates. Shareholders whose certificates for part or all of their Shares have been lost, stolen, misplaced or destroyed should promptly notify the Depositary by checking the box immediately following the box entitled “Description of Shares Tendered” in the Letter of Transmittal and indicating the number of Shares so lost, destroyed or stolen, in accordance with Instruction 15 of the Letter of Transmittal. The shareholder will then be instructed as to the steps that must be taken in order to replace the certificates evidencing the lost, destroyed or stolen shares. Shareholders are requested to notify the Depositary immediately in order to permit timely processing of this documentation.

      Certificates for Shares, together with a properly completed Letter of Transmittal and any other documents required by the Letter of Transmittal, must be delivered to the Depositary and not to us. Any documents delivered to us will not be forwarded to the Depositary and will not be deemed to be properly tendered.

4.     Withdrawal Rights

      Shares tendered in the Offer may be withdrawn at any time on or before the Expiration Date and, unless already accepted for payment by us in the Offer, may also be withdrawn at any time after 12:00 Midnight, New York City time, on December 10, 2004. In the event of any modification of the terms of the Offer, additional withdrawal rights will be available and announced. Except as otherwise provided in this Section 4, tenders of Shares pursuant to the Offer are irrevocable.

      For a withdrawal to be effective, a notice of withdrawal specifying (i) the name of the tendering shareholder, (ii) the number of Shares to be withdrawn and (iii) the name of the registered holder of the Shares (if different from that of the person who tendered the Shares) must be in written or facsimile transmission form and must be received in a timely manner by the Depositary at its address set forth on the back cover of this Offer to Purchase. If the certificates for Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, before the release of the certificates, the tendering shareholder must also submit the serial numbers shown on the particular certificates for Shares to be

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withdrawn and the signature(s) on the Notice of Withdrawal must be guaranteed by an Eligible Institution (except in the case of Shares tendered for the account of an Eligible Institution). If Shares have been tendered in accordance with the procedure for book-entry transfers described in Section 3, the Notice of Withdrawal also must specify the name and the number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares and must otherwise comply with the Book-Entry Transfer Facility’s procedures.

      All questions as to the form and validity, including the time of receipt, of any Notice of Withdrawal will be determined by us, in our sole discretion, which determination will be final and binding on all parties. Neither we nor any of the Lead Dealer Manager, the Dealer Manager, Depositary, Information Agent or any other person will be obligated to give notice of any defects or irregularities in any Notice of Withdrawal, nor will any of them incur liability for failure to give such notice.

      Participants in the Amended and Restated HCA Employee Stock Purchase Plan who wish to withdraw their Shares must follow the instructions in the “Letter to Participants in the Amended and Restated HCA Employee Stock Purchase Plan” furnished separately. Participants in the HCA 401(k) Plan who wish to withdraw their Shares must follow the instructions in the “Letter to Participants in the HCA 401(k) Plan” furnished separately.

      Withdrawals may not be rescinded, and any Shares properly withdrawn will be deemed not properly tendered for purposes of the Offer. However, withdrawn Shares may be re-tendered on or before the Expiration Date by again following one of the procedures described in Section 3.

      If we extend the Offer, are delayed in our purchase of Shares or are unable to purchase Shares in the Offer for any reason, then, without prejudice to our rights under the Offer, the Depositary may, subject to applicable law, retain tendered Shares on our behalf, and the Shares may not be withdrawn except to the extent tendering shareholders are entitled to withdrawal rights as described in this Section 4.

      Our reservation of the right to delay payment for Shares that we have accepted for payment is limited by Rule 13e-4(f)(5) under the Exchange Act, which requires that we must pay the consideration offered or return the Shares tendered promptly after termination or withdrawal of the Offer.

5.     Purchase Of Shares And Payment Of Purchase Price

      Promptly following the Expiration Date, we (1) will determine which shareholders tendered Shares at or below the Purchase Price selected by us, and (2) will accept for payment and pay for (and thereby purchase) up to 61,000,000 Shares which are properly tendered at prices at or below the Purchase Price determined by us and not properly withdrawn on or before the Expiration Date. For purposes of the Offer, we will be deemed to have accepted for payment (and therefore purchased), subject to the “odd lot” priority, proration and conditional tender provisions of the Offer, Shares that are properly tendered at or below the Purchase Price selected by us and not properly withdrawn only when, as and if we give oral or written notice to the Depositary of our acceptance of the Shares for payment in the Offer.

      We will accept for payment and pay the per Share Purchase Price for all such Shares promptly after the Expiration Date. In all cases, payment for Shares tendered and accepted for payment in the Offer will be made promptly, but only after timely receipt by the Depositary of certificates for Shares, or of a timely Book-Entry Confirmation of Shares into the Depositary’s account at the Book-Entry Transfer Facility, and a properly completed and duly executed Letter of Transmittal (or manually signed facsimile of the Letter of Transmittal), an Agent’s Message, in the case of a book-entry transfer, or the specific acknowledgement, in the case of a tender through the Automated Tender Offer Program of the Book-Entry Transfer Facility, and any other required documents.

      We will pay for Shares purchased in the Offer by depositing the aggregate purchase price for the Shares with the Depositary, which will act as agent for tendering shareholders for the purpose of receiving payment from us and transmitting payment to the tendering shareholders.

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      In the event of proration, we will determine the Proration Factor and pay for those tendered Shares accepted for payment promptly after the Expiration Date. However, we do not expect to be able to announce the final results of any proration and commence payment for Shares purchased until approximately seven business days after the Expiration Date. Certificates for all Shares tendered and not purchased, including all Shares tendered at prices in excess of the Purchase Price determined by us and Shares not purchased due to proration or conditional tenders will be returned or, in the case of Shares tendered by book-entry transfer, will be credited to the account maintained with the Book-Entry Transfer Facility by the participant who delivered the Shares, to the tendering shareholder at our expense promptly after the Expiration Date or termination of the Offer without expense to the tendering shareholders. We will not pay interest on the Purchase Price for any reason, including but not limited to, by reason of any delay in making payment. In addition, if certain events occur, we may not be obligated to purchase Shares in the Offer. See Sections 7 and 9.

      We will pay all stock transfer taxes, if any, payable on the transfer to us of Shares purchased in the Offer. If, however, payment of the Purchase Price is to be made to, or (in the circumstances permitted by the Offer) if unpurchased Shares are to be registered in the name of, any person other than the registered holder, or if tendered certificates are registered in the name of any person other than the person signing the Letter of Transmittal, the amount of all stock transfer taxes, if any (whether imposed on the registered holder or the other person), payable on account of the transfer to the person will be deducted from the Purchase Price unless satisfactory evidence of the payment of the stock transfer taxes, or exemption from payment of the stock transfer taxes, is submitted. See Instruction 8 of the Letter of Transmittal.

      Any tendering shareholder or other payee who fails to complete fully, sign and return to the Depositary the Substitute Form W-9 included with the Letter of Transmittal may be subject to required U.S. federal income tax backup withholding of 28% of the gross proceeds paid to the shareholder or other payee in the Offer. See Section 3. Also see Section 14 regarding U.S. federal income tax consequences for shareholders that are Non-United States Holders.

6.     Conditional Tender Of Shares

      Under certain circumstances and subject to the exceptions for Odd Lot Holders described in Section 1, we may prorate the number of Shares purchased in the Offer. As discussed in Section 14, the number of Shares to be purchased from a particular shareholder may affect the tax treatment of the purchase to the shareholder and the shareholder’s decision whether to tender. The conditional tender alternative is made available so that a shareholder may seek to structure the purchase of Shares from the shareholder in the Offer in such a manner that it will be treated as a sale of such Shares by the shareholder, rather than the payment of a dividend to the shareholder, for U.S. federal income tax purposes. Accordingly, a shareholder may tender Shares subject to the condition that a specified minimum number of the shareholder’s Shares tendered must be purchased if any Shares tendered are purchased. Each shareholder is urged to consult with his or her own tax advisor.

      If you wish to make a conditional tender you must indicate this in the box captioned “Conditional Tender” in the Letter of Transmittal and, if applicable, the Notice of Guaranteed Delivery. In this box in the Letter of Transmittal and the Notice of Guaranteed Delivery, you must calculate and appropriately indicate the minimum number of Shares that must be purchased from you if any are to be purchased. After the Offer expires, if more than 61,000,000 Shares (or such greater number of Shares as we may elect to purchase, subject to applicable law) are properly tendered and not properly withdrawn and we must prorate our acceptance of and payment for tendered Shares, we will calculate a preliminary proration percentage based upon all Shares properly tendered, conditionally or unconditionally. If the effect of this preliminary proration would be to reduce the number of Shares to be purchased from any shareholder below the minimum number specified by that shareholder, the conditional tender will automatically be regarded as withdrawn and will be returned as promptly as practicable after the Expiration Date, unless chosen by lot for reinstatement as discussed in the next paragraph.

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      After giving effect to these withdrawals, we will accept the remaining Shares properly tendered, conditionally or unconditionally, on a pro rata basis, if necessary. If we are able to purchase all of the remaining tendered Shares and the number of Shares that we would purchase would be below 61,000,000, then, to the extent feasible, we will select enough of the conditional tenders that would otherwise have been deemed withdrawn to permit us to purchase 61,000,000 Shares. In selecting these conditional tenders, we will select by random lot and will select only from shareholders who tendered all of their Shares. Upon selection by lot, if any, we will limit our purchase in each case to the designated minimum number of Shares to be purchased.

7.     Conditions Of The Offer

      Notwithstanding any other provision of the Offer, we will not be required to accept for payment, purchase or pay for Shares tendered, and we may terminate or amend the Offer or may postpone the acceptance for payment of, or the purchase of and the payment for Shares tendered, subject to the rules under the Exchange Act, if at any time on or after October 13, 2004 and on or before the Expiration Date any of the following events have occurred (or have been determined by us to have occurred) that, in our reasonable judgment and regardless of the circumstances giving rise to the event or events (including any action or omission to act by us), makes it inadvisable to proceed with the Offer or with acceptance for payment:

•  we are or will be unable prior to the Expiration Date to obtain financing pursuant to the terms and conditions contained in the Commitment Letters and on terms satisfactory to us, which will be sufficient to purchase the Shares pursuant to the Offer, refinance our existing credit facility and pay related fees and expenses;

•  there is pending, or has been threatened or instituted, any action, suit or proceeding by any government or governmental, regulatory or administrative agency, authority or tribunal or by any other person, domestic, foreign or supranational, before any court, authority, agency or other tribunal that directly or indirectly:

      (a) challenges or seeks to make illegal, or to delay or otherwise directly or indirectly to restrain, prohibit or otherwise affect the making of the Offer, the acquisition of some or all of the Shares in the Offer or otherwise relates in any manner to the Offer; or

      (b) in our reasonable judgment, could materially and adversely affect our and our subsidiaries’ business, condition (financial or otherwise), assets, income, operations or prospects, taken as a whole, or otherwise materially impair in any way the contemplated future conduct of our business or any of our subsidiaries’ business or materially impair the contemplated benefits of the Offer to us;

•  there has been any action threatened, instituted, pending or taken, including any settlement, or any approval withheld, or any law, statute, rule, regulation, judgment, order or injunction threatened, invoked, proposed, sought, promulgated, enacted, entered, amended, enforced, applicable or deemed to be applicable to the Offer or to us or any of our subsidiaries, including any settlement, by any court, government or governmental, regulatory or administrative authority, agency or tribunal, domestic, foreign or supranational, that, in our reasonable judgment, could directly or indirectly:

      (a) make the acceptance for payment of, or payment for, some or all of the Shares illegal, or otherwise restrict or prohibit consummation of the Offer;

      (b) delay or restrict our ability, or render us unable, to accept for payment or pay for some or all of the Shares;

      (c) materially impair the contemplated benefits of the Offer to us; or

      (d) materially and adversely affect our and our subsidiaries’ business, condition (financial or otherwise), assets, income, operations or prospects, taken as a whole, or otherwise materially impair in any way the contemplated future conduct of our or any of our subsidiaries’ business;

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•  there has occurred any of the following:

      (a) any general suspension of trading in, or limitation on prices for, securities in any U.S. national securities exchange or in the over-the-counter market;

      (b) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, whether or not mandatory;

      (c) the commencement of a war, armed hostilities or other international or national calamity, including an act or acts of terrorism, directly or indirectly involving the United States;

      (d) any limitation, whether or not mandatory, by any governmental, regulatory or administrative agency or authority on, or any event that, in our reasonable judgment, could materially affect the extension of credit by banks or other lending institutions in the United States;

      (e) any significant decrease in the market price of our common stock or in the market prices of equity securities generally in the United States, any significant increase in the interest rate, distribution rate or other significant change in the terms for debt security offerings in the U.S., or any changes in the general political, market, economic or financial conditions in the United States or abroad that could have, in our reasonable judgment, a material adverse effect on our and our subsidiaries’ business, condition (financial or otherwise), income, operations or prospects, taken as a whole, or on the trading in the Shares, or the proposed financing for the Offer, or on the benefits of the Offer to us; or

      (f) in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof;

•  a tender or exchange offer for any or all of our Shares (other than the Offer), or any merger, acquisition proposal, business combination or other similar transaction with or involving us or any subsidiary, has been proposed, announced or made by any person or has been publicly disclosed;

•  we learn that:

      (a) any entity, “group” (as that term is used in Section 13(d)(3) of the Exchange Act) or person has acquired or proposes to acquire beneficial ownership of more than 5% of our outstanding Shares, whether through the acquisition of stock, the formation of a group, the grant of any option or right, or otherwise (other than as and to the extent disclosed in a Schedule 13D or Schedule 13G filed with the SEC on or before October 12, 2004); or

      (b) any entity, group or person who has filed a Schedule 13D or Schedule 13G with the SEC on or before October 12, 2004 has acquired or proposes to acquire, whether through the acquisition of stock, the formation of a group, the grant of any option or right, or otherwise (other than by virtue of the Offer), beneficial ownership of an additional 2% or more of our outstanding Shares;

•  any person, entity or group has filed a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, reflecting an intent to acquire us or any of our Shares or has made a public announcement reflecting an intent to acquire us or any of our subsidiaries or any of our respective assets or securities, other than in connection with a transaction authorized by our Board of Directors;

•  any change or changes have occurred or are threatened in our or our subsidiaries’ business, condition (financial or otherwise), assets, income, operations, prospects or stock ownership that, in our reasonable judgment, has a material adverse effect on us or our subsidiaries, taken as a whole, or the benefits of the Offer to us; or

•  the consummation of the Offer and the purchase of the Shares may cause our common stock to be delisted from the NYSE or to be eligible for deregistration under the Exchange Act.

      The conditions referred to above are for our sole benefit and may be asserted by us regardless of the circumstances (including any action or omission to act by us) giving rise to any condition, and may be

26

waived by us, in whole or in part, at any time and from time to time in our reasonable discretion, except for those conditions dependent upon compliance with applicable law. Our failure at any time to exercise any of the foregoing rights will not be deemed a waiver of any right, and each such right will be deemed an ongoing right that may be asserted at any time and from time to time. In certain circumstances, if we waive any of the conditions described above, we may be required to extend the Offer. Any determination by us concerning the events described above will be final and binding on all parties.

8.     Price Range Of Shares; Dividends

      Our common stock is listed for trading on the NYSE under the symbol “HCA.” The following table sets forth, for the fiscal quarters indicated, the high and low sales prices per Share as reported on the NYSE and dividends declared.

						Cash
						Dividend
		High		Low		Declared
FISCAL YEAR ENDED DECEMBER 31, 2002
	First quarter	$	44.45	$	37.35	$	0.02
	Second quarter	$	52.05	$	43.30	$	0.02
	Third quarter	$	48.61	$	39.62	$	0.02
	Fourth quarter	$	51.98	$	36.21	$	0.02
FISCAL YEAR ENDED DECEMBER 31, 2003
	First quarter	$	44.45	$	37.00	$	0.02
	Second quarter	$	41.36	$	27.30	$	0.02
	Third quarter	$	40.05	$	31.60	$	0.02
	Fourth quarter	$	43.45	$	35.11	$	0.02
FISCAL YEAR ENDED DECEMBER 31, 2004
	First quarter	$	46.60	$	38.98	$	0.02
	Second quarter	$	43.24	$	38.00	$	0.13
	Third quarter	$	42.30	$	36.44	$	0.13
	Fourth quarter (through October 12, 2004)	$	38.77	$	36.50		N/A

      On October 12, 2004, the last full trading day before the announcement of the Offer, the last reported sale price of the Shares as reported on the NYSE was $37.37. We urge shareholders to obtain current market quotations for the Shares.

      In January 2004, our Board of Directors approved an increase in our quarterly dividend from $0.02 per Share to $0.13 per Share. The Board of Directors declared the initial $0.13 per share dividend payable on June 1, 2004 to shareholders of record on May 1, 2004. The declaration and payment of future dividends by HCA will depend upon many factors, including our earnings, financial position, business needs, capital and surplus and regulatory considerations.

9. Source And Amount Of Funds

      Assuming that the maximum 61,000,000 Shares are tendered in the Offer at a price between $35.00 and $41.00 per share, the aggregate purchase price will range from approximately $2,135,000,000 to $2,501,000,000. We expect that our fees and expenses for the Offer, including structuring and arrangement fees for the credit and loan facilities described below, will be approximately $10 million, which we expect to pay from cash on hand.

      We intend to obtain the funds necessary to purchase Shares tendered in the Offer with net proceeds of a $1.5 billion term loan facility together with approximately $1 billion funded pursuant to a new $2.25 billion credit facility as further described below. While we have obtained commitments for these facilities, these commitments are contingent on the satisfaction of various conditions as further described

27

below. Accordingly, as discussed in Section 7, in addition to the other conditions described in this Offer to Purchase, the Offer will be subject to our obtaining financing prior to the Expiration Date pursuant to the terms and conditions contained in the Commitment Letters, and on terms satisfactory to us, that will be sufficient to purchase the Shares pursuant to the Offer, refinance our existing credit facility and pay related fees and expenses. We do not have alternative financing plans.

      JPMorgan Commitment Letter. The following summary of the material terms of the Commitment Letter, dated as of October 12, 2004, from J.P. Morgan Securities Inc. and JPMorgan Chase Bank to the Company (the “JPMorgan Commitment Letter”) is qualified in its entirety by the terms of the actual JPMorgan Commitment Letter, which is filed as an exhibit to the Issuer Tender Offer Statement on Schedule TO. The following summary may not contain all of the information about the JPMorgan Commitment Letter that is important to you. We encourage you to read the JPMorgan Commitment Letter carefully and in its entirety.

      JPMorgan Chase Bank has committed, subject to the terms and conditions set forth in the JPMorgan Commitment Letter, to provide up to $2.25 billion in financing to the Company, consisting of two facilities (the “JPMorgan Facilities”): a senior term loan facility in an aggregate principal amount of $500 million (the “JPMorgan Term Facility”) and a senior revolving credit facility (including a competitive bid facility similar to the one provided in the Company’s existing bank credit facility) in an aggregate principal amount of $1.75 billion (the “JPMorgan Revolving Facility”). The JPMorgan Facilities will be used to refinance outstanding indebtedness under the existing bank credit facility of the Company and for general corporate purposes (including but not limited to the redemption or purchase of outstanding securities of the Company).

      The JPMorgan Term Facility will provide for a five year maturity and will amortize in non-ratable quarterly installments in years two through five. The JPMorgan Revolving Facility will provide for a five year maturity. Interest on the outstanding balances under the JPMorgan Revolving Facility is payable, at the Company’s option, at an alternate base rate (or ABR as that term is defined in the JPMorgan Commitment Letter), or at the London Interbank Offered Rate (“LIBOR”), plus a margin ranging from 0.400% to 1.000%, depending on the long-term unsecured debt rating of the Company. Interest on the outstanding balances under the JPMorgan Term Facility is payable, at the Company’s option, at an alternate base rate (or ABR as that term is defined in the JPMorgan Commitment Letter) plus a margin ranging from 0.000% to 0.250%, or at LIBOR plus a margin ranging from 0.500% to 1.250%, depending on the long-term unsecured debt rating of the Company.

      The Company may make optional prepayments of loans under the JPMorgan Facilities, in whole or in part, in minimum amounts of $5 million, without premium or penalty, and subject to the reimbursement of lenders’ redeployment costs in the case of a prepayment of LIBOR borrowings on a day other than the last day of the relevant interest period for that borrowing.

      JPMorgan Chase Bank’s obligation to make the loans described above is subject to customary conditions precedent and, among others:

•  the repayment and termination of the existing bank credit facility of the Company;

•  there shall not have occurred or become known to JPMorgan Chase Bank any condition or change in the financial condition of the Company and its subsidiaries taken as a whole that is material and adverse;

•  JPMorgan Chase Bank not becoming aware of any information or other matter affecting the Company and its subsidiaries taken as a whole that is material and adverse and is inconsistent with any such information or other matter disclosed to it prior to the date of the JPMorgan Commitment Letter;

•  A minimum long-term unsecured debt rating from Standard & Poor’s Rating Group and Moody’s Investor Service of at least BB+ and Ba2, respectively (with a stable outlook);

•  the absence of any continuing default under the definitive loan documents; and

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•  the accuracy of all representations and warranties made in the definitive loan documents, including the absence of a material adverse change in the business or assets or in the condition, financial or otherwise, of the Company and its subsidiaries, on a consolidated basis;

      The terms of the JPMorgan Facilities will provide for customary representations and warranties and negative and affirmative covenants, and will also include customary events of default such as payment defaults, cross-defaults to other indebtedness of the Company, bankruptcy and insolvency, and a change in control.

      JPMorgan Chase Bank and J.P. Morgan Securities Inc. have the ability to syndicate, before or after the consummation of the Offer, the JPMorgan Facilities to a group of financial institutions, in consultation with the Company. We currently intend to repay amounts borrowed under the JPMorgan Facilities from the anticipated net proceeds from the sale of notes to be offered in one or more public or private offerings, and/or from available cash flow or the proceeds of other borrowings from time to time.

      We expect that any undrawn funds under the JPMorgan Facilities, following the consummation of the Offer and the repayment of amounts required to terminate our existing credit facility, will be generally available to meet our business needs.

      JPMorgan/Merrill Commitment Letter. The following summary of the material terms of the Commitment Letter, dated as of October 12, 2004, from J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, JPMorgan Chase Bank and Merrill Lynch Capital Corporation to the Company (the “JPMorgan/Merrill Commitment Letter” and, together with the JPMorgan Commitment Letter, the “Commitment Letters”), is qualified in its entirety by the terms of the actual JPMorgan/Merrill Commitment Letter, which is filed as an exhibit to the Issuer Tender Offer Statement on Schedule TO. The following summary may not contain all of the information about the JPMorgan/Merrill Commitment Letter that is important to you. We encourage you to read the JPMorgan/Merrill Commitment Letter carefully and in its entirety.

      JPMorgan Chase Bank and Merrill Lynch Capital Corporation have each individually committed, subject to the terms and conditions set forth in the JPMorgan/Merrill Commitment Letter, to provide to the Company fifty percent of a senior term loan facility of up to $1.5 billion (the “JPMorgan/Merrill Term Facility”). The JPMorgan/Merrill Term Facility will be used to finance the consummation of the Offer.

      The JPMorgan/Merrill Term Facility will provide for a six month maturity. Interest on the outstanding balances under the JPMorgan/Merrill Term Facility is payable, at the Company’s option, at an alternate base rate (or ABR as that term is defined in the JPMorgan/Merrill Commitment Letter) or at LIBOR, in each case plus the margin applicable to such loans under the JPMorgan Term Facility as of the date of closing of the JPMorgan/Merrill Term Facility.

      The terms of the JPMorgan/Merrill Term Facility will provide for customary mandatory prepayment provisions.

      The Company may make optional prepayments of loans under the JPMorgan/ Merrill Term Facility, in whole or in part, without premium or penalty, and subject to the reimbursement of lenders’ redeployment costs in the case of a prepayment of LIBOR borrowings on a day other than the last day of the relevant interest period for that borrowing.

      JPMorgan Chase Bank’s and Merrill Lynch Capital Corporation’s obligations to make the loans described above are subject to customary conditions precedent and, among others:

•  the execution and delivery of definitive documentation for the JPMorgan Facilities;

•  the repayment and termination of the existing bank credit facility of the Company (or, as an alternative to satisfaction of this condition and the preceding one, the amendment of the existing bank credit facility in a manner mutually satisfactory to the Company, JPMorgan Chase Bank and Merrill Lynch Capital Corporation);

29

•  there shall not have occurred or become known to JPMorgan Chase Bank and Merrill Lynch Capital Corporation any condition or change in the financial condition of the Company and its subsidiaries taken as a whole that is material and adverse;

•  JPMorgan Chase Bank and Merrill Lynch Capital Corporation not becoming aware of any information or other matter affecting the Company and its subsidiaries taken as a whole that is material and adverse and is inconsistent with any such information or other matter disclosed to them prior to the date of the JPMorgan/Merrill Commitment Letter;

•  A minimum long-term unsecured debt rating from Standard & Poor’s Rating Group and Moody’s Investor Service of at least BB+ and Ba2, respectively (with a stable outlook);

•  the absence of any continuing default under the definitive loan documents; and

•  the accuracy of all representations and warranties made in the definitive loan documents, including the absence of a material adverse change in the business or assets or in the condition, financial or otherwise, of the Company and its subsidiaries, on a consolidated basis.

      The terms of the JPMorgan/Merrill Term Facility will provide for customary representations and warranties and negative and affirmative covenants, and will also include customary events of default such as payment defaults, cross-defaults to other indebtedness of the Company, bankruptcy and insolvency, and a change in control.

      JPMorgan Chase Bank, J.P. Morgan Securities Inc., Merrill Lynch Capital Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated have the ability to syndicate, before or after the consummation of the Offer, the JPMorgan/Merrill Facility to a group of financial institutions, in consultation with the Company. We currently intend to repay amounts borrowed under the JPMorgan/Merrill Term Facility from the anticipated net proceeds from the sale of notes to be offered in one or more public or private offerings, and/or from available cash flow or the proceeds of other borrowings from time to time.

      General. We will incur increased indebtedness in connection with the Offer and, as a result, will be more leveraged. Increased leverage could have certain material adverse effects on us, including, but not limited to, the following: (i) our credit rating is expected to be reduced; (ii) our ability to obtain additional financing in the future for acquisitions, working capital, capital expenditures, and general corporate or other purposes could be impaired, or any such financing may not be available on terms favorable to us; (iii) a substantial portion of our cash flow could be required for debt service and, as a result, might not be available for our operations or other purposes; (iv) any substantial decrease in net operating cash flows or any substantial increase in expenses could make it difficult for us to meet our debt service requirements or force us to modify our operations or sell assets; (v) our ability to withstand competitive pressures may be decreased; and (vi) our level of indebtedness may make us more vulnerable to economic downturns, and reduce our flexibility in responding to changing business, regulatory and economic conditions.

      Our ability to repay expected borrowings under the proposed JPMorgan Facilities and the JPMorgan/Merrill Facility, and to meet our other debt or contractual obligations (including compliance with applicable financial covenants) will depend upon our ability to realize anticipated net proceeds from the sale of notes we expect to offer in one or more public or private offerings, and upon our future performance and our cash flow from operations, both of which are subject to prevailing economic conditions and financial, business and other known and unknown risks and uncertainties, certain of which are beyond our control. These factors include, without limitation, those described in this Offer to Purchase under “Forward-Looking Statements.”

      Management believes that cash flows from operations, amounts available under the proposed JPMorgan Facilities and the JPMorgan/Merrill Facility and the Company’s anticipated access to public and private debt markets are sufficient to meet the Company’s expected liquidity needs.

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10. Certain Financial Information

      Historical Financial Information. We incorporate by reference the financial statements and notes thereto on pages F-1 through F-34 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2003. In addition, we incorporate by reference the financial information included in Item 1 (beginning on page 3) of our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2004 and June 30, 2004. You should refer to Section 11 for instructions on how you can obtain copies of our SEC filings, including filings that contain our financial statements.

      Summary Historical Consolidated Financial Data. The following table sets forth our summary historical consolidated financial data for the years ended December 31, 2003, 2002 and 2001 and the six-month periods ended June 30, 2004 and 2003, certain selected ratios for the years ended December 31, 2003, 2002 and 2001 and the twelve-month periods ended June 30, 2004 and 2003, and our financial position at June 30, 2004. This financial data has been derived from, and should be read in conjunction with, our audited consolidated financial statements and the related notes filed as part of our Annual Report on Form 10-K for the year ended December 31, 2003 and the unaudited condensed consolidated financial statements and the related notes filed as part of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2004. Financial data for the six-month periods ended June 30, 2004 and 2003 and at June 30, 2004, and the selected ratios are unaudited and, in the opinion of our management, include all adjustments, consisting only of normally recurring adjustments, necessary for a fair presentation of the data. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the entire year.

		Six Months Ended June 30,				Year Ended December 31,
		2004		2003		2003		2002		2001
		(Unaudited)
		(Dollars in millions, except per share amounts)
Income Statement Data:
	Revenues	$	11,770	$	10,740	$	21,808	$	19,729	$	17,953
	Interest expense		271		237		491		446		536
	Reported net income		697		709		1,332		833		886
	Adjusted net income(a)		697		709		1,332		833		955
Basic earnings per share:
	Reported net income	$	1.44	$	1.39	$	2.66	$	1.63	$	1.69
	Goodwill amortization, net of income taxes		—		—		—		—		0.13
	Adjusted net income	$	1.44	$	1.39	$	2.66	$	1.63	$	1.82
Diluted earnings per share;
	Reported net income	$	1.41	$	1.37	$	2.61	$	1.59	$	1.65
	Goodwill amortization, net of income taxes		—		—		—		—		0.13
	Adjusted net income	$	1.41	$	1.37	$	2.61	$	1.59	$	1.78
Shares used in earnings per share calculations (in thousands):
	Basic		484,943		508,995		501,799		511,824		524,112
	Diluted		493,941		518,374		510,874		525,219		538,177

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		Six Months Ended June 30,						Year Ended December 31,
		2004			2003			2003			2002			2001
		(Unaudited)
		(Dollars in millions, except per share amounts)
Operating Data:
	Number of hospitals at end of period(b)		183			184			184			173			178
	Number of licensed beds at end of period(c)		41,930			42,152			42,108			39,932			40,112
	Admissions(d)		840,800			813,500			1,635,200			1,582,800			1,564,100
	Equivalent admissions(e)		1,236,800			1,192,600			2,405,400			2,339,400			2,311,700
	Average length of stay(f)		5.0			5.0			5.0			5.0			4.9
	Average daily census(g)		23,115			22,362			22,234			21,509			21,160
Percentage Change from Prior Year:
	Revenues		9.6	%		9.9	%		10.5	%		9.9	%		7.7	%
	Admissions(d)		3.4			1.9			3.3			1.2			0.7
	Equivalent admissions(e)		3.7			1.2			2.8			1.2			0.5
	Revenue per equivalent admission		5.7			8.6			7.5			8.6			7.2

		Twelve
		Months
		Ended						Year Ended
		June 30,						December 31,
		2004			2003			2003			2002			2001
		(Unaudited)
Selected Ratios:
	Ratio of earnings to fixed charges		4.2	x		3.5	x		4.4	x		3.6	x		3.4	x
	Ratio of total debt to total capitalization(h)		55	%		56	%		56	%		52	%		56	%

		At June 30, 2004
		(Unaudited)
		(Dollars in millions,
		except per share amounts)
Financial Position:
	Assets	$	21,179
	Working capital		1,599
	Long-term debt, including amounts due within one year		8,671
	Minority interests in equity of consolidated entities		726
	Stockholders’ equity		6,343
	Book value per common share		13.16

(a)	Adjusted net income is defined as reported net income adjusted to exclude amortization expense (and any related tax effects) related to goodwill for periods prior to January 1, 2002.
(b)	Excludes seven facilities at June 30, 2004, six facilities at June 30, 2003, seven facilities at December 31, 2003, six facilities at December 31, 2002, and six facilities at December 31, 2001 that are not consolidated (accounted for using the equity method) for financial reporting purposes.
(c)	Licensed beds are those beds for which a facility has been granted approval to operate from the applicable state licensing agency.
(d)	Represents the total number of patients admitted to our hospitals. Management and certain investors use admissions as a general measure of inpatient volume.
(e)	Management and certain investors use equivalent admissions as a general measure of combined inpatient and outpatient volume. Equivalent admissions are computed by multiplying admissions (inpatient volume) by the sum of gross inpatient

32

	revenue and gross outpatient revenue and then dividing the resulting amount by gross inpatient revenue. The equivalent admissions computation “equates” outpatient revenue to the volume measure (admissions) used to measure inpatient volume, resulting in a general measure of combined inpatient and outpatient volume.
(f)	Represents the average number of days admitted patients stay in our hospitals.
(g)	Represents the average number of patients in our hospital beds each day.
(h)	Total capitalization includes total debt, minority interests in equity of consolidated entities, Company-obligated mandatorily redeemable securities of affiliates holding solely Company securities and stockholders’ equity.

     Summary Unaudited Pro Forma Consolidated Financial Data. The following table sets forth summary unaudited pro forma consolidated financial data for the year ended December 31, 2003 and the six-month period ended June 30, 2004, certain ratios for the year ended December 31, 2003 and the twelve month period ended June 30, 2004 and our financial position at June 30, 2004. This summary unaudited pro forma consolidated financial data gives effect to the purchase of Shares pursuant to the Offer as if such purchase had occurred at the dates indicated. This information should be read in conjunction with Summary Historical Consolidated Financial Data and our audited consolidated financial statements and the related notes filed as part of our Annual Report on Form 10-K for the year ended December 31, 2003 and the unaudited condensed consolidated financial statements and the related notes filed as part of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2004. This summary unaudited pro forma consolidated financial data is not necessarily indicative of either our financial position or results of operations, which actually would have been attained, had the purchase of Shares pursuant to the Offer and the related refinancing been completed at the dates indicated, or, will be achieved in the future. This summary unaudited pro forma consolidated financial data has been included herein for informational and comparative purposes only. We have included the summary unaudited pro forma consolidated financial data solely for the purpose of providing shareholders with information that may be useful for purposes of considering and evaluating the Offer. Our future results are subject to prevailing economic and industry specific conditions and financial, business and other known and unknown risks and uncertainties, certain of which are beyond our control. These factors include, without limitation, those described in this Offer under “Forward-Looking Statements.”

      The pro forma amounts have been calculated assuming that we complete the Offer for 61,000,000 Shares at a price of $41.00 per share. The Offer is expected to be financed by borrowing approximately $2.5 billion pursuant to the terms and conditions contained in the Commitment Letters.

		Six Months Ended				Year Ended
		June 30, 2004				December 31, 2003
		Historical		Pro Forma(a)		Historical		Pro Forma(a)
		(Dollars in millions, except per share amounts)
Income Statement Data:
	Revenues	$	11,770	$	11,770	$	21,808	$	21,808
	Interest expense(b)		271		342		491		634
	Net income		697		653		1,332		1,243
Per Share Data:
	Basic earnings per share	$	1.44	$	1.54	$	2.66	$	2.82
	Diluted earnings per share	$	1.41	$	1.51	$	2.61	$	2.76
Shares used in earnings per sharecalculations (in thousands):
	Basic		484,943		423,943		501,799		440,799
	Diluted		493,941		432,941		510,874		449,874

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			Twelve Months Ended						Year Ended
			June 30, 2004						December 31, 2003
			Historical			Pro Forma(c)			Historical			Pro Forma(c)
Other Data:
	Ratio of earnings to fixed charges			4.2	x		3.3	x		4.4	x		3.5	x
	Ratio of total debt to total
		capitalization		55	%		71	%		56	%		72	%

		At June 30, 2004(e)
		Historical		Pro Forma
		(Dollars in millions,
		except per share
		amounts)
Balance Sheet Data:
	Assets	$	21,179	$	21,179
	Working capital		1,599		99
	Long-term debt, including amounts due within one year		8,671		11,172
	Minority interests in equity of consolidated entities		726		726
	Stockholder’s equity		6,343		3,842
	Book value per common share		13.16		9.12

(a)	Pro forma data is presented giving effect to the Offer as of January 1, 2003.
(b)	Pro forma interest expense has been computed under the assumption that a $1.500 billion interim credit facility and a $1.001 billion draw under the revolving facility component of the bank credit facility will be used to finance the Offer. The $1.500 billion interim credit facility has a six-month term and is assumed to be refinanced with the expected proceeds from public debt issuances.
	A fixed interest rate of 7.25% has been used to compute pro forma interest expense on the public debt issuance that is assumed to refinance the $1.500 billion interim credit facility for the January 1, 2003 through June 30, 2004 period. The $1.001 billion revolving credit facility is subject to a variable interest rate and an interest rate of 3.40% has been used to compute pro forma interest expense for the January 1, 2003 through June 30, 2004 period.
	If the actual interest rates vary from the rates that have been assumed, a 25 basis points variance causes an approximate $6.25 million change to annual interest expense.
(c)	Pro forma income statement data is presented giving effect to the transaction as of January 1, 2003 and pro forma balance sheet data is presented giving effect to the transaction at the respective balance sheet dates.
(d)	Total capitalization includes total debt, minority interests in equity of consolidated entities and stockholders’ equity.
(e)	Pro forma data is presented giving effect to the transaction as of June 30, 2004.

11. Certain Information Concerning Us

      General. HCA Inc. is one of the leading health care services companies in the United States. At June 30, 2004, we owned and operated 183 hospitals, comprised of 175 general, acute care hospitals, seven psychiatric hospitals and one rehabilitation hospital. We also operated an additional seven hospitals through joint ventures, which are accounted for using the equity method. In addition, at June 30, 2004, we owned and operated 82 freestanding surgery centers, and operated an additional nine surgery centers through joint ventures, which are accounted for using the equity method. The Company’s facilities are located in 23 states, England and Switzerland.

      HCA’s primary objective is to provide the communities it serves a comprehensive array of quality health care services in the most cost-effective manner possible. Our general, acute care hospitals typically provide a full range of services to accommodate such medical specialties as internal medicine, general surgery, cardiology, oncology, neurosurgery, orthopedics and obstetrics, as well as diagnostic and emergency services. Outpatient and ancillary health care services are provided by our general, acute care hospitals and through our freestanding surgery centers, diagnostic centers, and rehabilitation facilities. Our psychiatric hospitals provide a full range of mental health care services through inpatient, partial hospitalization and outpatient settings.

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      The Company was incorporated in Nevada in January 1990 and reincorporated in Delaware in September 1993. HCA’s principal executive offices are located at One Park Plaza, Nashville, Tennessee 37203, and its telephone number is (615) 344-9551.

      Where You Can Find More Information. We are subject to the informational filing requirements of the Exchange Act, and, accordingly, are obligated to file reports, statements and other information with the SEC relating to our business, financial condition and other matters. Information, as of particular dates, concerning our directors and officers, their remuneration, stock options granted to them, the principal holders of our securities and any material interest of these persons in transactions with us is required to be disclosed in proxy statements distributed to our shareholders and filed with the SEC. We also have filed an Issuer Tender Offer Statement on Schedule TO (the “Schedule TO”) with the SEC that includes additional information relating to the Offer. These reports, statements and other information can be inspected and copied at the public reference facilities maintained by the SEC, at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. Copies of this material may also be obtained by mail, upon payment of the SEC’s customary charges, from the Public Reference Section of the SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. The SEC also maintains a website on the Internet at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC, including the Schedule TO and the documents incorporated therein by reference. You may obtain information about the Public Reference Room by calling the SEC for more information at 1-800-SEC-0330.

      Incorporation by Reference. The rules of the SEC allow us to “incorporate by reference” information into this document, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The following documents contain important information about us:

•  Annual Report on Form 10-K for the fiscal year ended December 31, 2003, as filed on March 12, 2004;

•  Definitive Proxy Statement on Form 14A filed on April 13, 2004;

•  Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004, as filed on May 6, 2004;

•  Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004, as filed on August 6, 2004; and

•  Current Report on Form 8-K, as filed on October 13, 2004.

      We incorporate by reference the above documents. All documents we subsequently file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Offer to Purchase and prior to the termination of this Offer shall also be deemed to be incorporated by reference into this Offer to Purchase and to be a part hereof from the date of filing such document.

      You can obtain any of the documents incorporated by reference in this document from us or from the SEC’s website at the address described above. Documents incorporated by reference are available from us without charge, excluding any exhibits to those documents. You can obtain documents incorporated by reference in this Offer to Purchase by requesting them in writing or by telephone from us at One Park Plaza, Nashville, Tennessee 37203, Attention: John M. Franck II, telephone number (615) 344-9551. Please be sure to include your complete name and address in your request.

12. Interests Of Directors And Executive Officers; Transactions And Arrangements Concerning The Shares

      Beneficial Ownership. As of September 30, 2004, we had 482,859,700 issued and outstanding Shares and 54,413,000 Shares reserved for issuance upon exercise of all outstanding stock options. The 61,000,000 Shares that we are offering to purchase in the Offer represent approximately 12.6% of the Shares outstanding on September 30, 2004.

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      As of September 30, 2004, our directors and executive officers as a group (35 persons) beneficially owned 25,898,118 Shares (including 7,799,431 Shares issuable upon exercise of options which are or will become exercisable within 60 days of September 30, 2004), or 5.4% of the total outstanding Shares of our common stock on that date. Our directors and executive officers have advised us that they do not intend to tender Shares in the Offer. The following table sets forth, as to each director or executive officer (i) the number of Shares and percentage beneficially owned as of September 30, 2004 (including Shares issuable upon exercise of stock options); (ii) the number of Shares currently proposed to be tendered in the Offer; and (iii) assuming our purchase of 61,000,000 Shares in the Offer, the number of Shares being retained and the percentage which such Shares would represent of the resulting outstanding Shares.

		Shares Beneficially
		Owned					Shares		Shares Retained
							To Be
Name and Position		Number			Percent		Tendered		Number		Percent
Jack O. Bovender, Jr.			1,598,362	(2)		*		0		1,598,362		*
	Chairman of the Board
	and Chief Executive Officer
C. Michael Armstrong			9,463	(3)		*		0		9,463		*
	Director
Magdalena H. Averhoff, M.D.			33,826	(4)		*		0		33,826		*
	Director
Richard M. Bracken			861,647	(5)		*		0		861,647		*
	President, Chief
	Operating Officer and Director
Martin Feldstein			12,907	(6)		*		0		12,907		*
	Director
Thomas F. Frist, Jr., M.D.			16,845,723	(7)		3.5		0		16,845,723		4.0
	Director
Frederick W. Gluck			56,842	(8)		*		0		56,842		*
	Director
Glenda A. Hatchett			40,850	(9)		*		0		40,850		*
	Director
Charles O. Holliday, Jr.			17,830	(10)		*		0		17,830		*
	Director
T. Michael Long			50,833	(11)		*		0		50,833		*
	Director
John H. McArthur			31,550	(12)		*		0		31,550		*
	Director
Kent C. Nelson			49,215	(13)		*		0		49,215		*
	Director
Frank S. Royal, M.D.			139,368	(14)		*		0		139,368		*
	Director
Harold T. Shapiro			33,428	(15)		*		0		33,428		*
	Director
David G. Anderson			293,423	(16)		*		0		293,423		*
	Senior Vice President —
	Finance and Treasurer
Victor L. Campbell			874,889	(17)		*		0		874,889		*
	Senior Vice President
Rosalyn S. Elton			282,686	(18)		*		0		282,686		*
	Senior Vice President —
	Operations Finance

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		Shares Beneficially
		Owned					Shares		Shares Retained
							To Be
Name and Position		Number			Percent		Tendered		Number		Percent
Charles R. Evans			176,880	(19)		*		0		176,880		*
	President — Eastern Group
James A. Fitzgerald, Jr.			124,910	(20)		*		0		124,910		*
	Senior Vice President —
	Supply Chain Operations
V. Carl George			408,314	(21)		*		0		408,314		*
	Senior Vice President —
	Development
R. Samuel Hankins, Jr.			88,844	(22)		*		0		88,844		*
	Chief Financial Officer
	Outpatient Services Group
Samuel N. Hazen			529,619	(23)		*		0		529,619		*
	President — Western Group
Frank M. Houser, M.D.			484,890	(24)		*		0		484,890		*
	Senior Vice President —
	Quality and Medical Director
R. Milton Johnson			351,151	(25)		*		0		351,151		*
	Executive Vice President
	and Chief Financial Officer
Patricia T. Lindler			270,546	(26)		*		0		270,546		*
	Senior Vice President —
	Government Programs
A. Bruce Moore, Jr.			450,412	(27)		*		0		450,412		*
	Senior Vice President and
	Chief Operating Officer —
	Outpatient Services
William B. Rutherford			291,843	(28)		*		0		291,843		*
	Chief Financial Officer —
	Eastern Group
Richard J. Shallcross			200,966	(29)		*		0		200,966		*
	Chief Financial Officer —
	Western Group
Joseph N. Steakley			254,551	(30)		*		0		254,551		*
	Senior Vice President —
	Internal Audit & Consulting Services
John M. Steele			139,523	(31)		*		0		139,523		*
	Senior Vice President —
	Human Resources
Marilyn B. Tavenner			44,865	(32)		*		0		44,865		*
	President — Outpatient
	Services Group
Beverly B. Wallace			195,734	(33)		*		0		195,734		*
	President — Financial
	Services Group
Robert A. Waterman			265,642	(34)		*		0		265,642		*
	Senior Vice President
	and General Counsel

37

Shares Beneficially

Owned

Shares

Shares Retained

To Be

Name and Position

Number

Percent

Tendered

Number

Percent

Noel Brown Williams

346,712

(35)

*

0

346,712

*

Senior Vice President

and Chief Information Officer

Alan R. Yuspeh

39,874

(36)

*

0

39,874

*

Senior Vice President —

Ethics, Compliance and

Corporate Responsibility

(1)	Includes Shares issuable upon exercise of options which are, or will become, exercisable within 60 days of October 13, 2004.
(2)	Includes 1,408,160 Shares issuable upon exercise of options and 108 shares beneficially owned in employee benefit plans but not voted by participant.
(3)	Includes 1,799 Shares issuable upon exercise of options.
(4)	Includes 19,723 Shares issuable upon exercise of options.
(5)	Includes 758,952 Shares issuable upon exercise of options and 6,668 Shares beneficially owned in employee benefit plans but not voted by participant.
(6)	Includes 6,496 Shares issuable upon exercise of options.
(7)	Includes 11,420 Shares issuable upon exercise of options and 20,330 Shares beneficially owned in employee benefit plans but not voted by participant. Also includes 5,569,844 Shares with respect to which Dr. Frist has sole voting and investment power and 11,244,129 Shares with respect to which Dr. Frist has shared voting and investment power. Does not include 45,498 shares owned by Mrs. Frist on her own behalf, with respect to which Dr. Frist disclaims beneficial ownership.
(8)	Includes 39,009 Shares issuable upon exercise of options.
(9)	Includes 29,754 Shares issuable upon exercise of options.

(10)	Includes 11,126 Shares issuable upon exercise of options.
(11)	Includes 39,009 Shares issuable upon exercise of options.
(12)	Includes 21,509 Shares issuable upon exercise of options.
(13)	Includes 39,009 Shares issuable upon exercise of options.
(14)	Includes 39,009 Shares issuable upon exercise of options.
(15)	Includes 24,195 Shares issuable upon exercise of options.
(16)	Includes 260,140 Shares issuable upon exercise of options and 3,924 Shares beneficially owned in employee plans but not voted by participant.
(17)	Includes 614,661 Shares issuable upon exercise of options and 9,566 Shares beneficially owned in employee plans but not voted by participant. Also includes 3,780 Shares over which Mr. Campbell has shared voting and dispositive power, and 45,492 Shares owned of record by Mr. Campbell’s wife and 150 Shares owned of record by Mr. Campbell’s daughter of which he may be deemed the beneficial owner.
(18)	Includes 248,075 Shares issuable upon exercise of options and 295 Shares beneficially owned in employee plans but not voted by participant.
(19)	Includes 154,750 Shares issuable upon exercise of options and 61 Shares beneficially owned in employee plans but not voted by participant.
(20)	Includes 106,939 Shares issuable upon exercise of options and 3,475 Shares beneficially owned in employee plans but not voted by participant. Also includes 946 Shares owned of record by Mr. Fitzgerald’s wife of which he may be deemed the beneficial owner.

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(21)	Includes 367,530 Shares issuable upon exercise of options and 13,884 Shares beneficially owned in employee benefit plans but not voted by participant.
(22)	Includes 74,185 Shares issuable upon exercise of options.
(23)	Includes 473,916 Shares issuable upon exercise of options and 1,902 Shares beneficially owned in employee benefit plans but not voted by participant.
(24)	Includes 451,884 Shares issuable upon exercise of options and 179 Shares beneficially owned in employee benefit plans but not voted by participant. Also includes 1,760 Shares owned of record by Dr. Houser’s daughter of which he may be deemed the beneficial owner.
(25)	Includes 319,514 Shares issuable upon exercise of options and 979 Shares beneficially owned in employee benefit plans but not voted by participant.
(26)	Includes 249,338 Shares issuable upon exercise of options and 61 Shares beneficially owned in employee benefit plans but not voted by participant.
(27)	Includes 396,214 Shares issuable upon exercise of options and 2,981 Shares beneficially owned in employee benefit plans but not voted by participant. Also includes 1,811 Shares owned of record by Mr. Moore’s children of which he may be deemed the beneficial owner.
(28)	Includes 252,772 Shares issuable upon exercise of options and 1,093 Shares beneficially owned in employee benefit plans but not voted by participant.
(29)	Includes 164,582 Shares issuable upon exercise of options.
(30)	Includes 234,350 Shares issuable upon exercise of options and 108 Shares beneficially owned in employee benefit plans but not voted by participant. Also includes 1,500 Shares owned of record by Mr. Steakley’s children of which he may be deemed the beneficial owner.
(31)	Includes 124,042 Shares issuable upon exercise of options and 577 Shares beneficially owned in employee benefit plans but not voted by participant.
(32)	Includes 31,250 Shares issuable upon exercise of options.
(33)	Includes 174,806 Shares issuable upon exercise of options and 2,863 Shares beneficially owned in employee benefit plans but not voted by participant.
(34)	Includes 202,749 Shares issuable upon exercise of options and 108 Shares beneficially owned in employee benefit plans but not voted by participant.
(35)	Includes 325,669 Shares issuable upon exercise of options. Also includes 1,000 Shares owned of record by an IRA account of which Ms. Williams may be deemed the beneficial owner, and 225 Shares owned of record by Ms. Williams’s children of which she may be deemed the beneficial owner.
(36)	Includes 33,750 Shares issuable upon exercise of options and 108 Shares beneficially owned in employee benefit plans but not voted by participant.

      If we purchase 61,000,000 Shares and if our directors and executive officers do not tender any Shares, the percentage ownership of Shares beneficially held by our directors and executive officers will increase to approximately 6.1% of the outstanding common stock.

      The number of Shares actually tendered prior to the Expiration Date, and the conditions attached thereto, may be modified. The address for each of our directors and executive officers is One Park Plaza, Nashville, Tennessee 37203, telephone number (615) 344-9551.

      Certain Transactions. Based on our records and on information provided to us by our directors, executive officers, associates and subsidiaries, neither we nor any of our associates or subsidiaries nor, to the best of our knowledge, any of our or our subsidiaries’ directors, executive officers or controlling persons, nor any associates or subsidiaries of any of the foregoing, has effected any transactions involving the Shares during the 60 days prior to October 13, 2004, except for (1) the sale by Alan R. Yuspeh of 2,500 Shares owned individually by him in an open market sale at a price of $39.23 on September 8, 2004,

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and (2) a gift by Thomas F. Frist, Jr., M.D., of 559 Shares owned individually by him to his granddaughter on September 9, 2004.

      Rule 10b5-1 Trading Plans. Each of Patricia T. Lindler and Noel Brown Williams have entered into a Rule 10b5-1 Trading Plan with UBS Financial Services Inc. with respect to options to purchase 40,000 shares and 50,000 shares, respectively, pursuant to which UBS Financial Services has agreed to effect sales of shares on behalf of Ms. Lindler and Ms. Williams, respectively, in accordance with specific instructions set forth in such plans. Each such Rule 10b5-1 Plan terminates by its terms on December 31, 2004.

      Other Agreements. Jack O. Bovender, Jr. has entered into a margin loan agreement with respect to Shares owned by Mr. Bovender which are held in a brokerage account with Goldman, Sachs & Co. Also, Richard M. Bracken has pledged 56,158 Shares to Merrill Lynch to collateralize a personal loan.

      Other Agreements Involving the Company’s Securities. Except for (i) outstanding options or other awards pursuant to the Company’s equity benefits plans to purchase Shares granted to certain employees, including executive officers, as further described in Note 13 to the Company’s financial statements contained in the Company’s Annual Report on Form 10-K filed for the year ended December 31, 2003 or in our latest proxy statement, and (ii) outstanding notes, bank debt and related loan agreements, credit facilities, indentures and similar agreements as further described in Note 10 to the Company’s financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, and except as otherwise described herein, neither the Company nor any affiliate nor, to the Company’s knowledge, any of the Company’s executive officers or directors, nor associate of the foregoing persons, is a party to any agreement, arrangement, understanding or relationship with the Company or any other person relating, directly or indirectly, to any of the Company’s securities.

      For more information regarding the terms our equity incentive plans and debt and certain other agreements, we refer you to entire text of the documents filed as Exhibits (d)(1) through (d)(18) to the Schedule TO filed by the Company on October 13, 2004, as the same may be amended from time to time, which are incorporated herein by reference.

13.     Certain Legal Matters; Regulatory Approvals

      We are not aware of any license or regulatory permit material to our business that might be adversely affected by our acquisition of Shares as contemplated in the Offer or of any approval or other action by any government or governmental, administrative or regulatory authority or agency, domestic, foreign or supranational, that would be required for our acquisition or ownership of Shares as contemplated by the Offer. Should any approval or other action be required, we currently contemplate that we will seek that approval or other action. We cannot predict whether we will be required to delay the acceptance for payment of or payment for Shares tendered in the Offer pending the outcome of any such matter. There can be no assurance that any approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that the failure to obtain the approval or other action might not result in adverse consequences to our business. Our obligations under the Offer to accept for payment and pay for Shares are subject to certain conditions. See Section 7.

14.     Certain U.S. Federal Income Tax Consequences

      The following discussion is a summary of certain U.S. federal income tax consequences to our shareholders of an exchange of Shares for cash pursuant to the Offer. This discussion is general in nature and does not discuss all aspects of U.S. federal income taxation that may be relevant to a particular shareholder in light of the shareholder’s particular circumstances, or to certain types of shareholders subject to special treatment under U.S. federal income tax laws (such as insurance companies, tax-exempt organizations, regulated investment companies, real estate investment trusts, United States Holders, as defined below, whose “functional currency” is not the United States dollar, partnerships or other entities treated as partnerships for federal income tax purposes, persons holding Shares as part of a hedging, integrated, conversion or constructive sale transaction or a straddle, financial institutions, brokers, dealers in securities or currencies and traders that elect to mark-to-market their securities). In addition, the

40

discussion does not consider the effect of any alternative minimum taxes or foreign, state, local or other tax laws, or any U.S. tax considerations (e.g., estate or gift tax) other than U.S. federal income tax considerations, that may be applicable to particular shareholders. Further, this summary assumes that shareholders hold their Shares as “capital assets” (generally, property held for investment) within the meaning of section 1221 of the Internal Revenue Code of 1986, as amended (the “Code”) and generally assumes that they did not receive their Shares as compensation from the Company.

      If a partnership or other entity treated as a partnership for U.S. federal income tax purposes holds Shares, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. A partnership holding Shares and partners in such partnership should consult their tax advisors about the U.S. federal income tax consequences of an exchange of Shares for cash pursuant to the Offer.

      This summary is based on the Code and applicable U.S. Treasury regulations, rulings, administrative pronouncements and judicial decisions thereunder as of the date hereof, all of which are subject to change or differing interpretations at any time with possible retroactive effect.

      We have not sought, nor will we seek, any ruling from the IRS with respect to the matters discussed below. There can be no assurances that the IRS will not take a different position concerning tax consequences of the sale of Shares to the Company pursuant to the Offer or that any such position would not be sustained.

      As used herein, a “United States Holder” means a beneficial owner of Shares that is (1) a citizen or resident of the United States, (2) a corporation or other entity taxed as a corporation created or organized in or under the laws of the United States or any political subdivision thereof, (3) an estate the income of which is subject to United States federal income taxation regardless of its source or (4) a trust if (x) the administration of the trust is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust, or (y) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person.

      As used herein, a “Non-United States Holder” means a beneficial owner of Shares that is not a United States Holder.

      Each Holder is advised to consult its own tax advisor to determine the federal, state, local, foreign and other tax consequences to it of the Offer.

      Consequences to United States Holders. An exchange of Shares for cash pursuant to the Offer will be a taxable transaction to the United States Holder for U.S. federal income tax purposes. If the receipt of cash by a United States Holder in exchange for the tender of Shares pursuant to the Offer is treated as a sale or exchange (as described below) of such Shares for U.S. federal income tax purposes, the United States Holder will recognize capital gain or loss equal to the difference between (1) the amount of cash received by the United States Holder for such Shares and (2) the United States Holder’s “adjusted tax basis” for such Shares at the time of the sale. Generally, a United States Holder’s adjusted tax basis for the Shares will be equal to the cost of the Shares to the United States Holder. This gain or loss will be characterized as long-term capital gain or loss if the United States Holder’s holding period for the Shares that were sold exceeds one year as of the date of purchase by us in the Offer. In the case of a United States Holder that is an individual, trust or estate, the maximum rate of U.S. federal income tax applicable to net capital gain on Shares held for more than one year is 15%. A United States Holder’s ability to deduct capital losses may be limited. A United States Holder must calculate gain or loss separately for each block of Shares (generally, shares acquired at the same cost in a single transaction) we purchase from the United States Holder under the Offer.

      A United States Holder’s exchange of Shares for cash pursuant to the Offer will be treated as a sale or exchange of the Shares for federal income tax purposes pursuant to Section 302 of the Code if the sale:

•  results in a “complete termination” of the shareholder’s stock interest in us under Section 302(b)(3) of the Code;

41

•  is a “substantially disproportionate” redemption with respect to the shareholder under Section 302(b)(2) of the Code; or

•  is “not essentially equivalent to a dividend” with respect to the shareholder under Section 302(b)(1) of the Code.

      In determining whether any of these tests have been met, a United States Holder must take into account not only the Shares that the shareholder actually owns, but also the Shares that it constructively owns within the meaning of Section 318 of the Code (as modified by Section 302(c) of the Code). Under the constructive ownership rules of Section 318 of the Code, a shareholder will be considered to own those Shares owned, directly or indirectly, by certain members of the shareholder’s family and certain entities (such as corporations, partnerships, trusts and estates) in which the shareholder has an equity interest, as well as Shares the shareholder has an option to purchase.

      One of the following tests must be satisfied with respect to the United States Holder in order for the exchange of Shares for cash to be treated as a sale or exchange by that shareholder for federal income tax purposes. Due to the factual nature of these tests, shareholders should consult their tax advisers to determine whether the purchase of their Shares in the Offer qualifies for sale or exchange treatment in their particular circumstances.

      Satisfaction of the “complete termination” and “substantially disproportionate” exceptions is dependent upon compliance with the respective objective tests set forth in Section 302(b)(3) and Section 302(b)(2) of the Code, respectively. A distribution to a shareholder will result in a “complete termination” of the shareholder’s equity interest in us if either (1) all of the Shares actually and constructively owned by the shareholder are exchanged pursuant to the Offer or (2) all of the Shares actually owned by the shareholder are exchanged pursuant to the Offer and the shareholder is eligible to waive, and effectively waives, the attribution of Shares constructively owned by the shareholder in accordance with the procedures described in Section 302(c)(2) of the Code. United States Holders wishing to satisfy the “complete termination” test through waiver of attribution in accordance with the procedures described in Section 302(c)(2) of the Code should consult their tax advisors concerning the mechanics and desirability of such a waiver. A distribution to a shareholder will be “substantially disproportionate” if the percentage of the outstanding Shares actually and constructively owned by the shareholder immediately following the exchange of Shares pursuant to the Offer is less than 80% of the percentage of the outstanding Shares actually and constructively owned by the shareholder immediately before the exchange (treating as outstanding all Shares purchased in the Offer from the particular shareholder and all other shareholders).

      A distribution to a shareholder is “not essentially equivalent to a dividend” if it results in a “meaningful reduction” in the shareholder’s stock interest in us. Whether a shareholder meets this test will depend on the shareholder’s particular facts and circumstances. The IRS has indicated that even a small reduction in the percentage interest of a shareholder whose relative stock interest in a publicly held corporation is minimal and who exercises no control over corporate affairs should constitute a “meaningful reduction.” Shareholders should consult their tax advisers as to the application of this test to their particular circumstances.

      Contemporaneous dispositions or acquisitions of Shares by a shareholder or related individuals or entities may be deemed to be part of a single integrated transaction and may be taken into account in determining whether any of the three tests under Section 302(b) of the Code has been satisfied. Each shareholder should be aware that because proration may occur in the Offer, even if all the Shares actually and constructively owned by a shareholder are tendered pursuant to the Offer, fewer than all of such Shares may be purchased by us. Thus, proration may affect whether the surrender by a shareholder pursuant to the Offer will meet any of the three tests under Section 302 of the Code.

      If a United States Holder’s receipt of cash attributable to an exchange of shares for cash pursuant to the Offer does not meet one of the tests of Section 302 of the Code described above, then the full amount of cash received by the United States Holder with respect to our purchase of Shares under the Offer will

42

be treated as a distribution to the United States Holder with respect the United States Holder’s Shares and will be treated as ordinary dividend income to the United States Holder to the extent of our current or accumulated earnings and profits as determined under U.S. federal income tax principles. To the extent that the amount of the distribution exceeds our current and accumulated earnings and profits, the excess first will be treated as a return of capital that will reduce the United States Holder’s adjusted tax basis in the Shares exchanged in the Offer. Any amount remaining after the United States Holder’s adjusted tax basis has been reduced to zero will be taxable to the United States Holder as capital gain. Any such gain will be long-term capital gain if the United States Holder has held the Shares for more than one year at the time of the exchange. A dividend received by a corporate United States Holder may be (1) eligible for a dividends-received deduction (subject to applicable exceptions and limitations) and (2) subject to the “extraordinary dividend” provisions of Section 1059 of the Code. Corporate shareholders should consult their own tax advisors regarding (1) whether a dividends-received deduction will be available to them, and (2) the application of Section 1059 of the Code to the ownership and disposition of their Shares.

      Pursuant to the Jobs and Growth Tax Relief Reconciliation Act of 2003, the maximum tax rate for “qualified dividend income” was reduced from 38.6% to 15% for tax years 2003 through 2008. Qualified dividend income generally includes dividends paid to most domestic non-corporate taxpayers by domestic C corporations and certain qualified foreign corporations. In general, to qualify for the reduced tax rate on qualified dividend income, a shareholder must hold our shares for more than 60 days during the 121-day period beginning on the date that is 60 days before the date of purchase by us in the Offer. Any receipt of cash by a United States Holder that is treated as dividend income other than qualified income will be taxed as ordinary income at a maximum rate of 35%.

      Consequences to Non-United States Holders. See Section 3 with respect to the application of U.S. federal income tax withholding to payments made to Non-United States Holders.

      Gain realized by a Non-United States Holder on an exchange of Shares for cash pursuant to the Offer generally will not be subject to U.S. federal income tax if the sale is treated as a sale or exchange for tax purposes pursuant to the tests of Section 302 of the Code described above unless (1) such gain is effectively connected with the conduct by such Non-United States Holder of a trade or business in the United States (and, if a treaty applies, the gain is generally attributable to the United States permanent establishment maintained by such Non-United States Holder), (2) in the case of gain realized by a Non-United States Holder that is an individual, such Non-United States Holder is present in the United States for 183 days or more in the taxable year of the sale or redemption and certain other conditions are met or (3) our Shares constitute a United States real property interest and the Non-United States Holder held, actually or constructively, at any time during the five-year period preceding the exchange more than 5% of our Shares. Our Shares will constitute a United States real property interest with respect to a Non-United States Holder if we are or have been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of (i) the period during which the Non-United States Holder held Shares or (ii) the 5-year period ending on the date the Non-United States Holder exchanges Shares pursuant to the Offer.

      If a Non-United States Holder does not satisfy any of the Section 302 tests explained above, the full amount received by the Non-United States Holder with respect to our purchase of Shares under the Offer will be treated as a distribution to the Non-United States Holder with respect to the Non-United States Holder’s Shares. The treatment, for U.S. federal income tax purposes, of such distribution as a dividend, a tax-free return of capital or as a capital gain from the sale of Shares will be determined in the manner described above (see “Certain U.S. Federal Income Tax Consequences — Consequences to United States Holders.”). To the extent that amounts received by a Non-United States Holder with respect to our purchase of Shares under the Offer are treated as dividends, such dividends will generally be subject to withholding of United States federal income tax at the rate of 30% or such lower rate as may be specified by an applicable income tax treaty, provided we have received proper certification of the application of such income tax treaty. Non-United States Holders should consult their tax advisors regarding their entitlement to benefits under an applicable income tax treaty and the manner of claiming the benefits of

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such treaty. A Non-United States Holder that is eligible for a reduced rate of U.S. federal withholding tax under an income tax treaty may obtain a refund or credit of any excess amounts withheld by filing an appropriate claim for a refund with the IRS. Amounts treated as dividends that are effectively connected with a Non-United States Holder’s conduct of a trade or business in the United States or, if provided in an applicable income tax treaty, dividends that are attributable to a permanent establishment in the United States, are not subject to the U.S. withholding tax, but are instead taxed in the manner applicable to U.S. persons, as described above. In that case, we will not have to withhold U.S. federal withholding tax if the Non-United States Holder complies with applicable certification and disclosure requirements. In addition, dividends received by a foreign corporation that are effectively connected with the conduct of a trade or business in the United States may be subject to a branch profits tax at a 30% rate, or a lower rate specified in an applicable income tax treaty.

      United States Federal Income Tax Backup Withholding. See Section 3 with respect to the U.S. federal income tax backup withholding requirements.

      U.S. Federal Income Tax Considerations for Holders of Employee Stock Purchase Plan Shares and 401(k) Plan Shares

      Employee Stock Purchase Plan. If a participant in the Company’s Amended and Restated Employee Stock Purchase Plan (the “ESPP”) tenders and sells Shares in the Offer that were acquired under the ESPP, then the participant generally will be treated for U.S. federal income tax purposes as having received ordinary compensation income with respect to a portion of the proceeds he or she receives. The amount of such ordinary compensation income depends upon the price at which Shares are sold in the Offer and how long the Shares acquired under the ESPP were held by the participant prior to the date of purchase by us in the Offer. If the Shares tendered and sold are held by the participant for two years or less from the date the option to acquire such Shares under the ESPP was granted (“Grant Date”), then the amount of ordinary compensation income will be an amount equal to the excess, if any, of the fair market value of the Shares on the date the Shares were acquired under the ESPP over the price that the participant paid for the Shares. If the Shares tendered and sold are held by the participant for more than two years from the Grant Date, then the amount of the ordinary compensation income will be an amount equal to the lesser of: (a) the excess, if any, of the fair market value of the Shares on the date of purchase by us in the Offer over the amount originally paid for such Shares, or (b) the excess, if any, of the fair market value of the Shares on the Grant Date over the exercise price per Share. The amount of ordinary compensation income that a participant recognizes upon tender of his or her shares under the ESPP will be subject to ordinary income and employment taxes and will be included on the participant’s year 2004 Form W-2.

      Proceeds received as a result of the tender and sale of Shares in the Offer acquired by a participant under the ESPP to the extent not treated as ordinary compensation income as described above (“noncompensation proceeds”) generally will be treated either as (a) the proceeds of an exchange of the Shares, resulting in recognition of capital gain or loss, as the case may be, or (b) a distribution to the participant from the Company, treated as dividend income to the extent of the Company’s earnings and profits. For a more complete summary of the treatment of noncompensation proceeds, please refer to the description of the treatment of proceeds to United States Holders generally under the section captioned “Certain U.S. Federal Income Tax Consequences – Consequences to United States Holders.”

      401(k) Plan. The HCA 401(k) Plan is a tax exempt trust and, therefore, no income, gain or loss will be recognized by a participant upon the tender or sale of Shares credited to his or her account under the HCA 401(k) Plan. However, by tendering and selling the Shares a participant may be giving up special tax consequences applicable to employer securities upon distribution of such Shares from the HCA 401(k) Plan. Please refer to the Letter to Participants in the HCA 401(k) Plan sent to HCA 401(k) Plan participants together with this Offer to Purchase for a description of these tax consequences.

      The tax discussion set forth above is included for general information only. You are urged to consult with your tax advisor to determine the particular tax consequences to you of the Offer, including the applicability and effect of state, local and foreign tax laws.

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15. Extension Of The Offer; Termination; Amendment.

      We expressly reserve the right, in our sole discretion, at any time and from time to time, and regardless of whether or not any of the events set forth in Section 7 have occurred or are deemed by us to have occurred, to extend the period of time the Offer is open and delay acceptance for payment of, and payment for, any Shares by giving oral or written notice of the extension to the Depositary and making a public announcement of the extension. We also expressly reserve the right, in our sole discretion, to terminate the Offer and reject for payment and not pay for any Shares not theretofor accepted for payment or paid for or, subject to applicable law, to postpone payment for Shares upon the occurrence of any of the conditions specified in Section 7 by giving oral or written notice of the termination or postponement to the Depositary and making a public announcement of the termination or postponement. Our reservation of the right to delay payment for Shares that we have accepted for payment is limited by Rule 13e-4(f)(5) under the Exchange Act, which requires that we must pay the consideration offered or return the Shares tendered promptly after termination or withdrawal of the Offer. Subject to compliance with applicable law, we further reserve the right, in our sole discretion, and regardless of whether any of the events set forth in Section 7 have occurred or are deemed by us to have occurred, to amend the Offer in any respect (including, without limitation, by decreasing or increasing the consideration offered in the Offer to holders of Shares or by decreasing or increasing the number of Shares being sought in the Offer). Amendments to the Offer may be made at any time and from time to time by public announcement of the amendment. In the case of an extension, the amendment must be issued no later than 9:00 a.m., New York City time, on the first business day after the last previously scheduled or announced Expiration Date. Any public announcement made pursuant to the Offer will be disseminated promptly to shareholders in a manner reasonably designed to inform shareholders of the change. Without limiting the manner in which we may choose to make a public announcement, except as required by applicable law (including Rule 13e-4(e)(3) under the Exchange Act), we will have no obligation to publish, advertise or otherwise communicate any public announcement other than by issuing a press release to the Dow Jones News Service or comparable service. If we materially change the terms of the Offer or the information concerning the Offer, or if we waive a material condition of the Offer, we will extend the Offer to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(3) under the Exchange Act. These rules provide that the minimum period during which an offer must remain open following material changes in the terms of the offer or information concerning the offer (other than a change in price or a change in percentage of securities sought) will depend on the facts and circumstances, including the relative materiality of the terms or information.

      If:

      (a) we increase or decrease the price to be paid for Shares, materially increase the Lead Dealer Manager’s fee or increase or decrease the number of Shares being sought in the Offer and, in the event of an increase in the number of Shares being sought, the increase exceeds 2% of the outstanding Shares of our common stock, and

      (b) the Offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day from, and including, the date that notice of an increase or decrease is first published, sent or given in the manner specified in this Section 15, then, in each case, the Offer will be extended until the expiration of a period of 10 business days from the date of notice of the increase or decrease. For purposes of the Offer, a “business day” means any day other than a Saturday, Sunday or Federal holiday and consists of the time period from 12:01 a.m. through 12:00 Midnight, New York City time.

16. Fees And Expenses

      We have retained Merrill Lynch & Co. to act as the Lead Dealer Manager in connection with the Offer. Merrill Lynch & Co. will receive, for these services, a reasonable and customary fee. We also have agreed to reimburse Merrill Lynch & Co. and J.P. Morgan Securities Inc., the Dealer Manager, for reasonable out-of-pocket expenses incurred in connection with the Offer, including fees and expenses of

45

counsel, and to indemnify Merrill Lynch & Co. and J.P. Morgan Securities Inc. against liabilities in connection with the Offer, including liabilities under the federal securities laws.

      We have retained Georgeson Shareholder Communications, Inc. to act as Information Agent and National City Bank to act as Depositary in connection with the Offer. The Information Agent may contact holders of Shares by mail, telephone, telegraph and personal interviews and may request brokers, dealers, commercial banks, trust companies and other nominee shareholders to forward materials relating to the Offer to beneficial owners. The Information Agent and the Depositary will each receive reasonable and customary compensation for their respective services, will be reimbursed by us for reasonable out-of-pocket expenses and will be indemnified against certain liabilities in connection with the Offer, including liabilities under the federal securities laws.

      We will not pay any fees or commissions to brokers, dealers or other persons (other than fees to the Lead Dealer Manager and the Information Agent as described above) for soliciting tenders of Shares pursuant to the Offer. Shareholders holding Shares through brokers, dealers, commercial banks, trust companies or other nominees are urged to consult such nominees to determine whether transaction costs may apply. We will, however, upon request, reimburse brokers, dealers, commercial banks and trust companies for customary mailing and handling expenses incurred by them in forwarding the Offer and related materials to the beneficial owners of Shares held by them as a nominee or in a fiduciary capacity. No broker, dealer, commercial bank or trust company has been authorized to act as our agent or the agent of the Lead Dealer Manager, the Dealer Manager, the Information Agent or the Depositary for purposes of the Offer. We will pay or cause to be paid all stock transfer taxes, if any, on our purchase of Shares except as otherwise provided in Instruction 8 in the Letter of Transmittal.

17. Miscellaneous

      We are not aware of any jurisdiction where the making of the Offer is not in compliance with applicable law. If we become aware of any jurisdiction where the making of the Offer or the acceptance of Shares pursuant to the Offer is not in compliance with any valid applicable law, we will make a good faith effort to comply with the applicable law. If, after a good faith effort, we cannot comply with the applicable law, the Offer will not be made to, nor will tenders be accepted from or on behalf of, the holders of Shares residing in that jurisdiction. In any jurisdiction where the securities, “blue sky” or other laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on our behalf by the Lead Dealer Manager or one or more registered brokers or dealers licensed under the laws of the jurisdiction.

      Pursuant to Rule 13e-4 promulgated under the Exchange Act, we have filed with the SEC an Issuer Tender Offer Statement on Schedule TO, which contains additional information relating to the Offer. The Schedule TO, including the exhibits and any amendments thereto, may be examined, and copies may be obtained, at the same places and in the same manner set forth in Section 11 with respect to information concerning us.

      Tendering shareholders should rely only on the information contained in this document or to which we have referred them. We have not authorized anyone to provide tendering shareholders with information or to make any representation on behalf of us in connection with the Offer other than those contained in this Offer to Purchase or in the related Letter of Transmittal. If given or made, tendering shareholders should not rely on that information or representation as having been authorized by us or the Dealer Managers.

HCA Inc.

October 13, 2004

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      Manually signed facsimile copies of the Letter of Transmittal will be accepted. The Letter of Transmittal and certificates for Shares and any other required documents should be sent or delivered by each shareholder or the shareholder’s broker, dealer, commercial bank, trust company or nominee to the Depositary at one of its addresses set forth below. To confirm delivery of Shares, shareholders are directed to contact the Depositary.

The Depositary for the Offer is:

NATIONAL CITY BANK

By Mail:	By Courier:	By Hand:
P.O. Box 859208 Braintree, MA 02185-9208	161 Bay State Drive Braintree, MA 02184 By Facsimile Transmission: (781) 380-3388	Corporate Trust Operations Locator 5352 Third Floor — North Annex 4100 West 150 (th) Street Cleveland, Ohio 44135

      Any questions or requests for assistance may be directed to the Information Agent or the Lead Dealer Manager at their addresses and telephone numbers below. Requests for additional copies of this Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery may be directed to the Information Agent at its telephone number or address set forth below. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

The Information Agent for the Offer is:

17 State Street — 10th Floor

New York, NY 10004

Banks and Brokers Call (212) 440-9800

All others call Toll-Free (888) 264-7052

The Lead Dealer Manager for the Offer is:

Merrill Lynch & Co.

4 World Financial Center

New York, New York 10080

Telephone: (609) 818-8000

Toll-Free: (866) 536-5503

EX-99.A.1.B

EXHIBIT (a)(1)(B)

LETTER OF TRANSMITTAL

To Tender Shares of Common Stock

Pursuant to the

HCA Inc.

Offer to Purchase For Cash

Up to 61,000,000 Shares of its Common Stock

at a Purchase Price not greater than $41.00

nor less than $35.00 per Share

THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, NOVEMBER 10, 2004, UNLESS THE OFFER IS EXTENDED.

The Depositary for the Offer is:

NATIONAL CITY BANK

By Mail:	By Courier:	By Hand:
P.O. Box 859208 Braintree, MA 02185-9208	161 Bay State Drive Braintree, MA 02184 By Facsimile Transmission: (781) 380-3388	Corporate Trust Operations Locator 5352 Third Floor — North Annex 4100 West 150(th) Street Cleveland, Ohio 44135

      DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.

      PLEASE READ THIS LETTER OF TRANSMITTAL, INCLUDING THE ACCOMPANYING INSTRUCTIONS, CAREFULLY BEFORE CHECKING ANY BOX BELOW.

DESCRIPTION OF SHARES TENDERED
(SEE INSTRUCTIONS 3 AND 4)
Name(s) and Address(es) of Registered Holder(s)
(Please fill in, if blank, exactly as name(s)	Shares Tendered
appear(s) on Certificate(s))	(Attach additional signed list if necessary)
		Number of
		Shares	Number
	Certificate	Represented by	of Shares
	Number(s)(1)	Certificate(s)(1)	Tendered(2)
	Total Shares Tendered
(1) Need not be completed if Shares are tendered by book-entry transfer.
(2) If you desire to tender fewer than all Shares evidenced by any certificates listed above, please indicate in this column the number of Shares you wish to tender. Otherwise, all Shares evidenced by such certificates will be deemed to have been tendered. See Instruction 4.

o  Check here if certificate(s) have been lost, destroyed or mutilated. See Instruction 15. Number of Shares represented by lost, destroyed or mutilated certificates: 

      Indicate in this box the order (by certificate number) in which Shares are to be purchased in event of proration* (attach additional signed list if necessary): See Instruction 10.

1st:  2nd:  3rd:  4th:  5th: 

*  If you do not designate an order, in the event less than all Shares tendered are purchased due to proration, Shares will be selected for purchase by the Depositary. See Instruction 10.

      This Letter of Transmittal is to be used only if (a) certificates for Shares (as defined below) are to be forwarded herewith or (b) a tender of Shares is being made concurrently by book-entry transfer to the account maintained by the Depositary at The Depository Trust Company (the “Book Entry Transfer Facility”) pursuant to Section 3 of the Offer to Purchase. You must sign this Letter of Transmittal in the appropriate space provided below and complete the Substitute Form W-9 set forth below. See Instruction 2.

      Your attention is directed in particular to the following:

      1. If you want to retain your Shares, you do not need to take any action.

      2. If you want to participate in the Offer (as defined below) and wish to maximize the chance of having HCA Inc. (the “Company”) accept for payment all the Shares you are tendering hereby, you should check the box marked “Shares Tendered at Price Determined Pursuant to the Offer” below and complete the other portions of this Letter of Transmittal as appropriate.

      3. If you wish to select a specific price at which you will be tendering your Shares, you should select one of the boxes in the section captioned “Price (in Dollars) per Share at Which Shares are Being Tendered” below and complete the other portions of this Letter of Transmittal as appropriate.

      IN ANY EVENT, YOUR BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE MAY BE DIRECTED TO THE INFORMATION AGENT OR THE LEAD DEALER MANAGER AT THEIR ADDRESSES OR TELEPHONE NUMBERS SET FORTH AT THE END OF THIS LETTER OF TRANSMITTAL. REQUESTS FOR ADDITIONAL COPIES OF THE OFFER TO PURCHASE OR THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE INFORMATION AGENT AT THE ADDRESS OR TELEPHONE NUMBER SET FORTH AT THE END OF THIS LETTER OF TRANSMITTAL.

      THIS LETTER OF TRANSMITTAL MAY NOT BE USED TO TENDER SHARES HELD IN THE COMPANY’S AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN OR 401(K) PLAN. INSTEAD, YOU MUST USE THE SEPARATE TENDER “INSTRUCTION FORMS” INCLUDED WITH THE LETTERS SENT SEPARATELY TO PARTICIPANTS IN THOSE PLANS, AS APPLICABLE.

2

NOTE: SIGNATURE MUST BE PROVIDED BELOW.

PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY.

      Shareholders who desire to tender Shares pursuant to the Offer and who cannot deliver their certificates for their Shares (or who are unable to comply with the procedures for book-entry transfer on a timely basis) and all other documents required by this Letter of Transmittal to the Depositary on or before the Expiration Date (as defined in the Offer to Purchase) may tender their Shares according to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. See Instruction 2. Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Depositary.

o  CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE DEPOSITARY’S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY TRANSFER FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):

Name of Tendering Institution:

Account Number:

Transaction Code Number:

o  CHECK HERE IF CERTIFICATES FOR TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING:

Name of Registered Owner(s):

Date of Execution of Notice of Guaranteed Delivery:

Name of Institution which Guaranteed Delivery:

ODD LOTS

(SEE INSTRUCTION 9)

      To be completed only if the Shares are being tendered by or on behalf of a person owning beneficially or of record, as of the close of business on October 13, 2004 and who continues to own beneficially or of record as of the Expiration Date, an aggregate of fewer than 100 Shares. The undersigned either (check one box):

o  was the beneficial or record owner of, as of the close of business on October 13, 2004 and continues to own beneficially or of record as of the Expiration Date, an aggregate of fewer than 100 Shares, all of which are being tendered; or

o  is a broker, dealer, commercial bank, trust company or other nominee that (a) is tendering for the beneficial owner(s) thereof, Shares with respect to which it is record holder and (b) believes, based upon representations made to it by such beneficial owner(s), that each such person was the beneficial or record owner of, as of the close of business on October 13, 2004, and continues to own beneficially or of record as of the Expiration Date, an aggregate of fewer than 100 Shares and is tendering all of such Shares.

      In addition, the undersigned is tendering Shares either (check one box):

o  at the Purchase Price (as defined below), as the same shall be determined by the Company in accordance with the terms of the Offer (Persons checking this box need not indicate the price per Share below); or

o  at the price per Share indicated below under “Price (in Dollars) per Share at Which Shares are Being Tendered” in this Letter of Transmittal.

3

NOTE: SIGNATURES MUST BE PROVIDED BELOW.

PLEASE READ THE INSTRUCTIONS

SET FORTH IN THIS LETTER OF TRANSMITTAL CAREFULLY.

To National City Bank:

      The undersigned hereby tenders to HCA Inc., a Delaware corporation (the “Company”), the above described shares of the Company’s common stock, par value $0.01 per share (the “Shares”), at the price per Share indicated in this Letter of Transmittal, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Company’s Offer to Purchase, dated October 13, 2004 (the “Offer to Purchase”), receipt of which is hereby acknowledged, and in this Letter of Transmittal (which together, as they may be amended or supplemented from time to time, constitute the “Offer”).

      Subject to and effective upon acceptance for payment of the Shares tendered hereby in accordance with the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to all of the Shares that are being tendered hereby, and orders the registration of all such Shares if tendered by book-entry transfer and hereby irrevocably constitutes and appoints the Depositary as the true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that said Depositary also acts as the agent of the Company) with respect to such Shares with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to:

      (a) deliver certificate(s) for such Shares or transfer ownership of such Shares on the account books maintained by any of the Book-Entry Transfer Facilities, together in either such case with all accompanying evidences of transfer and authenticity, to, or upon the order of, the Company upon receipt by the Depositary, as the undersigned’s agent, of the aggregate Purchase Price with respect to such Shares;

      (b) present certificates for such Shares for cancellation and transfer on the Company’s books; and

      (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares, subject to the next paragraph, all in accordance with the terms of the Offer.

      The undersigned hereby represents and warrants to the Company that:

      (a) the undersigned understands that tenders of Shares pursuant to any one of the procedures described in Section 3 of the Offer to Purchase and in the instructions hereto will constitute the undersigned’s acceptance of the terms and conditions of the Offer, including the undersigned’s representation and warranty that:

      (i) the undersigned has a net long position in Shares or equivalent securities at least equal to the Shares tendered within the meaning of Rule 14e-4 under the Securities Exchange Act of 1934, as amended, and

      (ii) such tender of Shares complies with Rule 14e-4;

      (b) the undersigned has full power and authority to tender, sell, assign and transfer the Shares tendered hereby and, when and to the extent the Company accepts such Shares for purchase, the Company will acquire good, marketable and unencumbered title to them, free and clear of all security interests, liens, charges, encumbrances, conditional sales agreements or other obligations relating to their sale or transfer, and not subject to any adverse claim;

      (c) on request, the undersigned will execute and deliver any additional documents the Depositary or the Company deems necessary or desirable to complete the assignment, transfer and purchase of the Shares tendered hereby; and

      (d) the undersigned has read and agrees to all of the terms of the Offer.

4

      All authorities conferred or agreed to be conferred in this Letter of Transmittal shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and legal representatives of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable.

      The name(s) and address(es) of the registered holder(s) should be printed above, if they are not already printed above, exactly as they appear on the certificates representing Shares tendered hereby. The certificate numbers, the number of Shares represented by such certificates and the number of Shares that the undersigned wishes to tender, should be set forth in the appropriate boxes above. The price at which such Shares are being tendered should be indicated in the box below.

      The undersigned understands that the Company will, upon the terms and subject to the conditions of the Offer, determine a single per Share price (not greater than $41.00 nor less than $35.00 per Share), net to the seller in cash (the “Purchase Price”), that it will pay for Shares properly tendered and not properly withdrawn on or before the Expiration Date pursuant to the Offer, taking into account the number of Shares so tendered and the prices (in multiples of $0.25) specified by tendering shareholders. The undersigned understands that the Company will select the lowest Purchase Price that will allow it to buy 61,000,000 Shares or such lesser number of Shares as are properly tendered at prices not greater than $41.00 nor less than $35.00 per Share and not properly withdrawn) pursuant to the Offer. The undersigned understands that all Shares properly tendered on or before the Expiration Date at prices at or below the Purchase Price and not properly withdrawn will be purchased at the Purchase Price, upon the terms and subject to the conditions of the Offer, including its proration provisions, and that the Company will return all other Shares not purchased pursuant to the Offer, including Shares tendered at prices greater than the Purchase Price and not withdrawn prior to the Expiration Date and Shares not purchased because of proration.

      The undersigned recognizes that, under certain circumstances set forth in the Offer to Purchase, the Company may terminate or amend the Offer or may postpone the acceptance for payment of, or the payment for, Shares tendered or may accept for payment fewer than all of the Shares tendered hereby. In any such event, the undersigned understands that certificate(s) for any Shares delivered herewith but not tendered or not purchased will be returned to the undersigned at the address indicated above, unless otherwise indicated under the “Special Payment Instructions” or “Special Delivery Instructions” below. The undersigned recognizes that the Company has no obligation, pursuant to the Special Payment Instructions, to transfer any certificate for Shares from the name of its registered holder, or to order the registration or transfer of Shares tendered by book-entry transfer, if the Company purchases none of the Shares represented by such certificate or tendered by such book-entry transfer.

      The undersigned understands that acceptance of Shares by the Company for payment will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Offer.

      The check for the aggregate net purchase price for such of the Shares tendered hereby as are purchased will be issued to the order of the undersigned and mailed to the address indicated above, unless otherwise indicated under the Special Payment Instructions or the Special Delivery Instructions below.

5

Shares Tendered at Price Determined Pursuant to the Offer

o  I want to maximize the chance of having the Company accept for purchase all the Shares I am tendering (subject to the possibility of proration). Accordingly, by checking this one box instead of one of the price boxes below, I hereby tender Shares at, and am willing to accept, the Purchase Price resulting from the Offer process. This action could result in receiving a price as low as $35.00 per Share.

OR

o  Price (in Dollars) per Share at Which Shares are Being Tendered

o $35.00	o $36.25	o $37.50	o $38.75	o $40.00
o $35.25	o $36.50	o $37.75	o $39.00	o $40.25
o $35.50	o $36.75	o $38.00	o $39.25	o $40.50
o $35.75	o $37.00	o $38.25	o $39.50	o $40.75
o $36.00	o $37.25	o $38.50	o $39.75	o $41.00

IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED, THERE IS

NO PROPER TENDER OF SHARES OF COMMON STOCK

Conditional Tender

      A tendering shareholder may condition his or her tender of Shares upon the Company purchasing a specified minimum number of the Shares tendered by the tendering shareholder, all as described in Section 6 of the Offer to Purchase. Unless at least that minimum number of Shares indicated below is purchased by the Company from the tendering shareholder pursuant to the terms of the Offer, none of the Shares tendered by the tendering shareholder will be purchased. It is the tendering shareholder’s responsibility to calculate that minimum number of Shares that must be purchased from the tendering shareholder if any are purchased, and each shareholder is urged to consult his or her own tax advisor. Unless this box has been checked and a minimum specified, the tender will be deemed unconditional.

o The minimum number of Shares that must be purchased from the tendering shareholder, if any are purchased, is:                     Shares.

      If, because of proration, the minimum number of Shares designated will not be purchased, the Company may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering shareholder must have tendered all of his or her Shares and, if true, checked the following box:

o The tendered Shares represent all Shares held by the undersigned.

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SPECIAL PAYMENT INSTRUCTIONS

(See Instructions 1, 4, 7, 8 and 10)

      To be completed ONLY if the check for the purchase price with respect to Shares purchased is to be issued in the name of someone other than the undersigned, if certificates for any Shares not tendered or not accepted for payment are to be issued in the name of someone other than the undersigned or if any Shares tendered hereby and delivered by book-entry transfer that are not accepted for payment are to be returned by credit to an account maintained at a Book-Entry Transfer Facility other than the account indicated above.

Issue check and/or stock certificates to:

Name(s):

(Please Print)

Address:

(Include Zip Code)

(Taxpayer Identification or Social Security Number)

(See Substitute Form W-9)

o Credit Shares delivered by book-entry transfer and not purchased to the Book-Entry Transfer Facility account.

(Account Number)

SPECIAL DELIVERY INSTRUCTIONS

(See Instructions 1, 4, 7 and 10)

      To be completed ONLY if certificates for any Shares not tendered or not accepted for payment and/or the check for the purchase price of any Shares accepted for payment is to be sent to someone other than the undersigned or to the undersigned at an address other than that shown under “Description of the Shares Tendered.” Mail check and/or stock certificates to:

Name:

(Please Print)

Address:

(Include Zip Code)

7

IMPORTANT

SHAREHOLDERS SIGN HERE

AND COMPLETE SUBSTITUTE FORM W-9 INCLUDED HEREIN

SIGN HERE

X

X

(Signature(s) of Owner(s))

Name(s):

(Please Print)

Name of Firm:

(Please Print)

Capacity (full title):

(See Instruction 7)

Address:

(Include Zip Code)

Area Code and Telephone Number:

Taxpayer Identification or Social Security Number:

(See Substitute Form W-9)

Dated: ______________________________ , 2004

(Must be signed by registered holder(s) exactly as name(s) appear(s) on stock certificate(s) or on a security position listing or by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 7.)

Guarantee of Signatures

(See Instructions 1 and 7)

FOR USE BY FINANCIAL INSTITUTIONS ONLY.

FINANCIAL INSTITUTIONS: PLEASE MEDALLION

GUARANTEE IN SPACE BELOW.

Authorized Signature(s):

Name(s):

Name of Firm:

(Please Print)

Address:

(Include Zip Code)

Area Code and Telephone Number:

Dated: ______________________________ , 2004

8

INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

      1. Guarantee of Signatures. No signature guarantee is required if either: (a) this Letter of Transmittal is signed by the registered holder of the Shares (which term, for purposes of this document, shall include any participant in the Book-Entry Transfer Facility whose name appears on a security position listing as the owner of such Shares) exactly as the name of the registered holder appears on the certificate tendered with this Letter of Transmittal and payment and delivery are to be made directly to such owner unless such owner has completed either the box entitled “Special Payment Instructions” or “Special Delivery Instructions” above; or (b) such Shares are tendered for the account of a member in good standing of the Security Transfers Agents Medallion Program, the New York Stock Exchange Medallion Signature Guarantee Program or the Stock Exchange Medallion Program (each such entity, an “Eligible Institution”). In all other cases, an Eligible Institution must guarantee all signatures on this Letter of Transmittal. See Instruction 7.

      2. Delivery of Letter of Transmittal and Certificates; Guaranteed Delivery Procedures. This Letter of Transmittal is to be used only if certificates for Shares are delivered with it to the Depositary (or such certificates will be delivered pursuant to a Notice of Guaranteed Delivery previously sent to the Depositary) or if a tender for Shares is being made concurrently pursuant to the procedure for tender by book-entry transfer set forth in Section 3 of the Offer to Purchase. Certificates for all physically tendered Shares or confirmation of a book-entry transfer into the Depositary’s account at the Book-Entry Transfer Facility of Shares tendered electronically, together in each case with a properly completed and duly executed Letter of Transmittal or duly executed and manually signed facsimile of it, or an Agent’s Message, in the case of a book-entry transfer, and any other documents required by this Letter of Transmittal, should be mailed or delivered to the Depositary at the appropriate address set forth herein and must be delivered to the Depositary on or before the Expiration Date (as defined in the Offer to Purchase). Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Depositary.

      Shareholders whose certificates are not immediately available or who cannot deliver certificates for their Shares and all other required documents to the Depositary on or before the Expiration Date, or whose Shares cannot be delivered on a timely basis pursuant to the procedures for book-entry transfer, must, in any such case, tender their Shares by or through any Eligible Institution by properly completing and duly executing and delivering a Notice of Guaranteed Delivery (or facsimile of it) and by otherwise complying with the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. Pursuant to such procedure, certificates for all physically tendered Shares or book-entry confirmations, as the case may be, as well as a properly completed and duly executed Letter of Transmittal (or facsimile of it), or an Agent’s Message, in the case of a book-entry transfer, and all other documents required by this Letter of Transmittal, must be received by the Depositary within three NYSE trading days after receipt by the Depositary of such Notice of Guaranteed Delivery, all as provided in Section 3 of the Offer to Purchase.

      The Notice of Guaranteed Delivery may be delivered by hand or transmitted by facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in such Notice. For Shares to be tendered validly pursuant to the guaranteed delivery procedure, the Depositary must receive the Notice of Guaranteed Delivery on or before the Expiration Date.

      THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES FOR SHARES, IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY.

      The Company will not accept any alternative, conditional or contingent tenders, nor will it purchase any fractional Shares, except as expressly provided in the Offer to Purchase. All tendering shareholders, by execution of this Letter of Transmittal (or a facsimile of it), waive any right to receive any notice of the acceptance of their tender.

9

      3. Inadequate Space. If the space provided in the box captioned “Description of Shares Tendered” is inadequate, the certificate numbers and/or the number of Shares should be listed on a separate signed schedule and attached to this Letter of Transmittal.

      4. Partial Tenders and Unpurchased Shares. (Not applicable to shareholders who tender by book-entry transfer.) If fewer than all of the Shares evidenced by any certificate are to be tendered, fill in the number of Shares that are to be tendered in the column entitled “Number of Shares Tendered,” in the box captioned “Description of Shares Tendered.” In such case, if any tendered Shares are purchased, a new certificate for the remainder of the Shares (including any Shares not purchased) evidenced by the old certificate(s) will be issued and sent to the registered holder(s), unless otherwise specified in either the “Special Payment Instructions” or “Special Delivery Instructions” box on this Letter of Transmittal, as soon as practicable after the Expiration Date. Unless otherwise indicated, all Shares represented by the certificate(s) listed and delivered to the Depositary will be deemed to have been tendered.

      5. Indication of Price at Which Shares are Being Tendered. For Shares to be properly tendered at a minimum price per share, the shareholder MUST check the box indicating the price per Share at which such holder is tendering Shares under “Price (in Dollars) per Share at Which Shares are Being Tendered” on this Letter of Transmittal. CHECK ONE BOX ONLY. IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED, THERE IS NO PROPER TENDER OF SHARES. A shareholder wishing to tender portions of such holder’s Share holdings at different prices must complete a separate Letter of Transmittal for each price at which such holder wishes to tender each such portion of such holder’s Shares. The same Shares cannot be tendered (unless previously properly withdrawn as provided in Section 4 of the Offer to Purchase) at more than one price. For Shares to be properly tendered at a price per Share determined pursuant to the Offer, the shareholder MUST check the box under the heading “Shares Tendered at Price Determined Pursuant to the Offer.”

      6. Conditional Tender. As described in Sections 1 and 6 of the Offer to Purchase, shareholders may condition their tenders on all or a minimum number of their tendered Shares being purchased.

      To make a conditional tender, a shareholder must indicate this in the box captioned “Conditional Tender” in this Letter of Transmittal or, if applicable, the Notice of Guaranteed Delivery. In the box in this Letter of Transmittal or the Notice of Guaranteed Delivery, a shareholder must calculate and appropriately indicate the minimum number of Shares that must be purchased from the tendering shareholder if any are to be purchased.

      As discussed in Sections 1 and 6 of the Offer to Purchase, proration may affect whether the Company accepts conditional tenders and may result in Shares tendered pursuant to a conditional tender at or below the Purchase Price not being purchased if the minimum number of Shares would not be purchased. If, because of proration, the minimum number of Shares designated will not be purchased, the Company may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, a shareholder must have tendered all his or her Shares and checked the box so indicating. Upon the selection by lot, if any, the Company will limit its purchase in each case to the designated minimum number of Shares.

      All tendered Shares will be deemed unconditionally tendered unless the “Conditional Tender” box is completed.

      7. Signatures on Letter of Transmittal, Stock Powers and Endorsements.

      (a) If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate(s) without any change whatsoever;

      (b) If the Shares are registered in the names of two or more joint holders, each such holder must sign this Letter of Transmittal;

10

      (c) If any tendered Shares are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal (or facsimiles of it) as there are different registrations of certificates;

      (d) When this Letter of Transmittal is signed by the registered holder(s) of the Shares listed and transmitted hereby, no endorsement(s) of certificate(s) representing such Shares or separate stock power(s) are required unless payment is to be made or the certificate(s) for Shares not tendered or not purchased are to be issued to a person other than the registered holder(s). Signature(s) on such certificate(s) must be guaranteed by an Eligible Institution. If this Letter of Transmittal is signed by a person other than the registered holder(s) of the certificate(s) listed, or if payment is to be made or their certificate(s) for Shares not tendered or not purchased are to be issued to a person other than the registered holder(s), the certificate(s) must be endorsed or accompanied by appropriate stock power(s), in either case signed exactly as the name(s) of the registered holder(s) appears on the certificate(s), and the signature(s) on such certificate(s) or stock power(s) must be guaranteed by an Eligible Institution. See Instruction 1; and

      (e) If this Letter of Transmittal or any certificate(s) or stock power(s) are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and must submit proper evidence satisfactory to the Company of their authority so to act.

      8. Stock Transfer Taxes. Except as provided in this Instruction 8, no stock transfer tax stamps or funds to cover such stamps need accompany this Letter of Transmittal. The Company will pay any stock transfer taxes payable on the transfer to it of Shares purchased pursuant to the Offer. If, however:

      (a) Payment of the Purchase Price for Shares tendered hereby and accepted for purchase is to be made to any person other than the registered holder(s);

      (b) Shares not tendered or not accepted for purchase are to be registered in the name(s) of any person(s) other than the registered holder(s); or

      (c) Tendered certificates are registered in the name(s) of any person(s) other than the person(s) signing this Letter of Transmittal;

then the Depositary will deduct from such Purchase Price the amount of any stock transfer taxes (whether imposed on the registered holder, such other person or otherwise) payable on account of the transfer to such person, unless satisfactory evidence of the payment of such taxes or any exemption therefrom is submitted.

      9. Odd Lots. As described in Section 1 of the Offer to Purchase, if the Company is to purchase fewer than all Shares tendered on or before the Expiration Date and not properly withdrawn, the Shares purchased first will consist of all Shares properly tendered by any shareholder who owned beneficially or of record, as of the close of business on October 13, 2004 and as of the Expiration Date, an aggregate of fewer than 100 Shares (not including any shares held in the Amended and Restated HCA Employee Stock Purchase Plan or the HCA 401(k) Plan), and who tenders all of such holder’s Shares at or below the Purchase Price (an “Odd Lot Holder”). This preference will not be available unless the box captioned “Odd Lots” is completed.

      10. Special Payment and Delivery Instructions. If certificate(s) for Shares not tendered or not purchased and/or check(s) are to be issued in the name of a person other than the signer of the Letter of Transmittal or if such certificates and/or checks are to be sent to someone other than the person signing the Letter of Transmittal or to the signer at a different address, the boxes captioned “Special Payment Instructions” and/or “Special Delivery Instructions” on this Letter of Transmittal should be completed as applicable and signatures must be guaranteed as described in Instruction 1.

      11. Irregularities. All questions as to the number of Shares to be accepted, the price to be paid therefor and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by the Company in its sole discretion, which determinations shall be

11

final and binding on all parties. The Company reserves the absolute right to reject any or all tenders of Shares it determines not to be in proper form or the acceptance of which or payment for which may, in the opinion of the Company’s counsel, be unlawful. The Company also reserves the absolute right to waive any defect or irregularity in any tender with respect to any particular Shares or any particular shareholder, and the Company’s interpretation of the terms of the Offer (including these instructions) will be final and binding on all parties. No tender of Shares will be deemed to be properly made until all defects and irregularities have been cured by the tendering shareholder or waived by the Company. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as the Company shall determine. None of the Company, the Lead Dealer Manager (as defined in the Offer to Purchase), the Dealer Manager (as defined in the Offer to Purchase), the Depositary, the Information Agent (as defined in the Offer to Purchase) or any other person is or will be obligated to give notice of any defects or irregularities in tenders and none of them will incur any liability for failure to give any such notice.

      12. Questions and Requests for Assistance and Additional Copies. Questions and requests for assistance may be directed to the Information Agent or the Lead Dealer Manager at their addresses and telephone numbers set forth at the end of this Letter of Transmittal. Requests for additional copies of the Offer to Purchase, the Notice of Guaranteed Delivery and this Letter of Transmittal may be obtained from the Information Agent at the address and telephone number set forth at the end of this Letter of Transmittal or from your broker, dealer, commercial bank, trust company or other nominee.

      13. Substitute Form W-9 and Form W-8. Under the U.S. federal income tax backup withholding rules, unless an exemption applies under applicable law and regulations, 28% of the gross proceeds payable to a shareholder or other payee pursuant to the Offer must be withheld and remitted to the U.S. Internal Revenue Service (“IRS”), unless the shareholder or other payee provides its taxpayer identification number (employer identification number or social security number) to the Depositary (as payor) and certifies under penalty of perjury that such number is correct. Therefore, each tendering shareholder should complete and sign the Substitute Form W-9 included as part of this Letter of Transmittal so as to provide the information and certification necessary to avoid backup withholding, unless such shareholder otherwise establishes to the satisfaction of the Depositary that it is not subject to backup withholding. If the Depositary is not provided with the correct taxpayer identification number (“TIN”), the tendering shareholder also may be subject to a penalty imposed by the IRS. The box in part 3 of the form should be checked if the tendering shareholder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 3 is checked and the Depositary is not provided with a TIN prior to the payment of the Purchase Price, the Depositary will withhold 28% on all such payments of the Purchase Price. If the tendering shareholder provides the Depositary with a certified TIN within 60 days, the amount withheld shall be refunded by the Depositary. If withholding results in an overpayment of taxes, a refund may be obtained. Certain “exempt recipients” (including, among others, all corporations and certain Non-United States Holders (as defined below)) are not subject to these backup withholding and information reporting requirements. In order for a Non-United States Holder to qualify as an exempt recipient, that shareholder must submit an IRS Form W-8BEN (or successor form), signed under penalties of perjury, attesting to that shareholder’s exempt status. Such statement can be obtained from the Depositary.

      14. Withholding on Non-United States Holders. Even if a Non-United States Holder has provided the required certification to avoid backup withholding, the Depositary will withhold U.S. federal income taxes equal to 30% of the gross payments payable to a Non-United States Holder or his agent unless the Depositary determines that a reduced rate of withholding is available pursuant to a tax treaty or that an exemption from withholding is applicable because such gross proceeds are effectively connected with the conduct of a trade or business within the United States. In general, a “Non-United States Holder” is any shareholder that for U.S. federal income tax purposes is not (i) a citizen or resident of the United States, (ii) a corporation created or organized in or under the laws of the United States or any State or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income taxation regardless of the source of such income or (iv) a trust (a) if a court within the United States is able to exercise primary supervision over the administration of the trust and (b) one or more U.S. persons have

12

the authority to control all of substantial decisions of the trust. In order to obtain a reduced rate of withholding pursuant to a tax treaty, a Non-United States Holder must deliver to the Depositary before the payment a properly completed and executed IRS Form W-8BEN (or successor form). In order to obtain an exemption from withholding on the grounds that the gross proceeds paid pursuant to the Offer are effectively connected with the conduct of a trade or business within the United States, a Non-United States Holder must deliver to the Depositary a properly completed and executed IRS Form W-8ECI (or successor form). The Depositary will determine a shareholder’s status as a Non-United States Holder and eligibility for a reduced rate of, or an exemption from, withholding by reference to outstanding, valid certificates or statements concerning eligibility for a reduced rate of, or exemption from, withholding (e.g., IRS Form W-8BEN (or successor form) or IRS Form W-8ECI (or successor form)) unless facts and circumstances indicate that such reliance is not warranted. A Non-United States Holder may be eligible to obtain a refund of all or a portion of any tax withheld if such Non-United States Holder meets the “complete termination,” “substantially disproportionate” or “not essentially equivalent to a dividend” test described in Section 14 of the Offer to Purchase or is otherwise able to establish that no tax or a reduced amount of tax is due. Non-United States Holders are urged to consult their own tax advisors regarding the application of U.S. federal income tax withholding, including eligibility for a withholding tax reduction or exemption, and the refund procedure.

      15. Lost, Destroyed or Stolen Certificates. If any certificate(s) representing Shares has been lost, destroyed or stolen, the shareholder should promptly notify the Depositary by checking the box immediately following the box entitled “Description of Shares Tendered” and indicating the number of Shares so lost, destroyed or stolen. The shareholder will then be instructed by the transfer agent as to the steps that must be taken in order to replace the certificate. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen certificates have been followed.

IMPORTANT:

      TO TENDER SHARES PURSUANT TO THE OFFER, THIS LETTER OF TRANSMITTAL (OR A MANUALLY SIGNED FACSIMILE HEREOF) TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES, OR, IN THE CASE OF A BOOK-ENTRY TRANSFER, AN AGENT’S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO 12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, NOVEMBER 10, 2004, AND EITHER CERTIFICATES FOR TENDERED SHARES MUST BE RECEIVED BY THE DEPOSITARY OR SHARES MUST BE DELIVERED PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER, IN EACH CASE PRIOR TO THE EXPIRATION DATE, OR THE TENDERING SHAREHOLDERS MUST COMPLY WITH THE PROCEDURES FOR GUARANTEED DELIVERY.

13

IMPORTANT TAX INFORMATION

Purpose of Substitute Form W-9

      To prevent backup withholding on payments that are made to a shareholder with respect to Shares purchased pursuant to the Offer, the shareholder is required to notify the Depositary of such shareholder’s correct taxpayer identification number by completing the form contained herein certifying that the taxpayer identification number provided on Substitute Form W-9 is correct (or that such shareholder is awaiting a taxpayer identification number).

What Number to Give the Depositary

      The shareholder is required to give the Depositary the social security number or employer identification number of the record owner of the Shares. If the Shares are in more than one name or are not in the name of the actual owner, consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional guidance on which number to report.

PAYOR’S NAME:
National City Bank
SUBSTITUTE FORM W-9 Department of the Internal Revenue Service Payor’s Request for Taxpayer Identification Number (“TIN”)	Part 1 — PLEASE PROVIDE YOUR TIN IN THE BOX AT THE RIGHT AND CERTIFY BY SIGNING AND DATING BELOW. Name: Business Name Please check appropriate box o  Individual/Sole Proprietor o  Corporation o  Partnership  o Other ------------------------------------- Address City, State, Zip Code	Social Security Number OR Employer Identification Number For Payees exempt from back- up withholding, check the Exempt box below. o  Exempt
	Part 2 — Certification Under penalties of perjury, I certify that: (1) The number shown on this form is my correct TIN (or I am waiting for a number to be issued to me); (2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and (3) I am a U.S. person (including a U.S. resident alien).	Part 3 — AWAITING TINo Please complete the Certificate of Awaiting Taxpayer Identification Number below.
	Certification Instructions— You must cross out item (2) of Part 2 above if you have been
	notified by the IRS that you are currently subject to backup withholding be report all interest and dividends on your tax return.  However, if after b you were subject to backup withholding, you received another notification f longer subject to backup withholding, do not cross out item (2). (Also see enclosed guidelines.)	cause you have failed to eing notified by the IRS that rom the IRS that you were no the instructions in the
	Signature:	Date:

14

NOTE:  FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO AN OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED PART 3 OF THE SUBSTITUTE FORM W-9 AND ARE AWAITING YOUR TIN.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

      I certify under penalty of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 28% of all payments to be made to me thereafter will be withheld until I provide a number.

Signature: ______________________________  Date: _________________________ , 2004

15

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number to Give the Payor. Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payor.

		Give the name and
For this type of account:		SOCIAL SECURITY
		number of:
1.	An individual’s account	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
4.	a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee(1)
	b. So-called trust account that is not a legal or valid trust under state law	The actual owner(1)
5.	Sole proprietorship or single-owner LLC	The owner(3)
6.	Sole proprietorship or single-owner LLC	The owner(3)
7.	A valid trust, estate, or pension trust	The legal entity(4)
8.	Corporation or LLC electing corporate status on IRS Form 8832	The corporation
9.	Association, club, religious, charitable, educational or other tax-exempt organization	The organization
10.	Partnership or multi-member LLC	The partnership
11.	A broker or registered nominee	The broker or nominee
12.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity

(1)	List first and circle the name of the person whose number you furnish. If only one person on a joint account has a Social Security number, that person’s number must be furnished.
(2)	Circle the minor’s name and furnish the minor’s social security number.
(3)	Owner must show his individual name or business name, as the case may be, but may also enter his business or “DBA” name. Owner may use either owner’s social security number or owner’s employer identification number.
(4)	List first and circle the name of the legal trust, estate or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

Note:  If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

16

Resident alien individuals:

If you are a resident alien individual and you do not have, and are not eligible to get, a Social Security number, your taxpayer identification number is your individual taxpayer identification number (“ITIN”) as issued by the Internal Revenue Service. Enter it on the portion of the Substitute Form W-9 where the Social Security number would otherwise be entered. If you do not have an ITIN, see “Obtaining a Number” below.

Name:

If you are an individual, generally provide the name shown on your social security card. However, if you have changed your last name, for instance, due to marriage, without informing the Social Security Administration of the name change, please enter your first name and both the last name shown on your social security card and your new last name.

Obtaining a Number:

If you do not have a taxpayer identification number, obtain IRS Form SS-5, Application for a Social Security Card (for individuals), or IRS Form SS-4, Application for Employer Identification Number (for businesses and all other entities), at the local office of the Social Security Administration or the IRS and apply for a number. Resident alien individuals who are not eligible to get a Social Security number and need an ITIN should obtain IRS Form W-7, Application for IRS Individual Taxpayer Identification Number, from the IRS.

Payees and Payments Exempt from Backup Withholding:

The following is a list of payees exempt from backup withholding and for which no information reporting is required. For interest and dividends, all listed payees are exempt except the payee in item (9). For broker transactions, payees listed in items (1) through (13) and a person registered under the Investment Advisers Act of 1940 who regularly acts as a broker are exempt. For barter exchange transactions and patronage dividends, payees listed in (1) through (5) are exempt. Payments subject to reporting under sections 6041 and 6041A are generally exempt from backup withholding only if made to payees described in items (1) through (7). Unless otherwise indicated, all “section” references are to sections of the Internal Revenue Code of 1986, as amended (the “Code”).

(1)	An organization exempt from tax under section 501(a), or an IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2).
(2)	The United States or any of its agencies or instrumentalities.
(3)	A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities.
(4)	A foreign government or any of its political subdivisions, agencies or instrumentalities.
(5)	An international organization or any of its agencies or instrumentalities.
(6)	A corporation.
(7)	A foreign central bank of issue.
(8)	A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.
(9)	A futures commission merchant registered with the Commodity Futures Trading Commission.

(10)	A real estate investment trust.
(11)	An entity registered at all times during the tax year under the Investment Company Act of 1940.
(12)	A common trust fund operated by a bank under section 584(a).
(13)	A financial institution.
(14)	A middleman known in the investment community as a nominee or custodian.
(15)	A trust exempt from tax under section 664 or described in section 4947.

Payments of dividends and patronage dividends not generally subject to backup withholding include the following:

•  Payments to nonresident aliens subject to withholding under section 1441.

•  Payments to partnerships not engaged in a trade or business in the U.S. and which have at least one nonresident partner.

•  Payments of patronage dividends where the amount received is not paid in money.

•  Payments made by certain foreign organizations.

•  Section 404(k) distributions made by an ESOP.

Payments of interest not generally subject to backup withholding include the following:

•  Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of your trade or business and you have not provided your correct taxpayer identification number to the payor.

•  Payments of tax-exempt interest (including exempt-interest dividends under section 852).

•  Payments described in section 6049(b)(5) to non-resident aliens.

•  Payments on tax-free covenant bonds under section 1451.

•  Payments made by certain foreign organizations.

•  Payments of mortgage or student loan interest to you.

Exempt payees described above should file Substitute Form W-9 to avoid possible erroneous backup withholding. File this form with the Payor; furnish your taxpayer identification number; indicate that you are exempt on the face of the form, sign and date the form and return it to the Payor. If you are a non-resident alien or a foreign entity not subject to backup withholding, file with Payor the appropriate completed Internal Revenue Service Form W-8 (or successor form).

   Certain payments other than interest, dividends and patronage dividends, that are not subject to information reporting are also not subject to backup withholding. For details, see Sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N of the Code and the Treasury regulations promulgated thereunder.

   Privacy Act Notice— Section 6109 requires most recipients of dividend, interest, or other payments to give their correct taxpayer identification numbers to payors who must report the payments to the IRS. The IRS uses the numbers for identification purposes and to verify the accuracy of tax returns. The IRS also may provide this information to the Department of Justice for civil and criminal litigation and to cities, states, and the District of Columbia to carry out their tax laws. The IRS may also disclose this information to other countries under a tax treaty, or to Federal and state agencies to enforce Federal nontax criminal laws and to combat terrorism. Payors must be given the numbers whether or not recipients are required to file tax returns. Payors must generally withhold tax from payments of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payor. The current rate of such withholding tax is 28%. Certain penalties may also apply.

Penalties

(1) Penalty for failure to furnish taxpayer identification number— If you fail to furnish your correct taxpayer identification number to a payor, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for false information with respect to withholding— If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500.

(3) Criminal Penalty for falsifying information— Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX

CONSULTANT OR THE INTERNAL REVENUE SERVICE.

17

     MANUALLY SIGNED FACSIMILE COPIES OF THE LETTER OF TRANSMITTAL WILL BE ACCEPTED. THE LETTER OF TRANSMITTAL, CERTIFICATES FOR SHARES AND ANY OTHER REQUIRED DOCUMENTS SHOULD BE SENT OR DELIVERED BY EACH SHAREHOLDER OF HCA INC. OR SUCH SHAREHOLDER’S BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE TO THE DEPOSITARY AT ONE OF ITS ADDRESSES SET FORTH ON THE FIRST PAGE.

      Questions and requests for assistance may be directed to the Information Agent or the Lead Dealer Manager at the telephone numbers and addresses listed below and requests for additional copies of the Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and other tender offer materials may be directed to the Information Agent at its telephone number and address listed below, and will be furnished promptly at HCA Inc.’s expense. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

The Information Agent for the Offer is:

17 State Street — 10th Floor

New York, NY 10004

Banks and Brokers Call (212) 440-9800

All others call Toll-Free (888) 264-7052

The Lead Dealer Manager for the Offer is:

Merrill Lynch & Co.

4 World Financial Center
New York, New York 10080
Telephone: (609) 818-8000
Toll-Free (866) 536-5503

EX-99.A.1.C

EXHIBIT (a)(1)(C)

NOTICE OF GUARANTEED DELIVERY

of Shares of Common Stock

Pursuant to the

HCA Inc.

Offer to Purchase For Cash

Up to 61,000,000 Shares of its Common Stock

at a Purchase Price not greater than $41.00

nor less than $35.00 per Share

            THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, NOVEMBER 10, 2004, UNLESS THE OFFER IS EXTENDED.

      As set forth under Section 3 of the Offer to Purchase (as defined below), this form (or a facsimile hereof) must be used to accept the Offer (as defined below) if:

      (i) certificates representing shares of common stock, par value $0.01 per share (the “Shares”), of HCA Inc., a Delaware corporation (the “Company”), cannot be delivered to National City Bank, the Depositary, prior to 12:00 Midnight, New York City time, on Wednesday, November 10, 2004, unless extended (such date and time, as the same may be extended, the “Expiration Date”);

      (ii) the procedure for book-entry transfer set forth in Section 3 of the Company’s Offer to Purchase, dated October 13, 2004 (the “Offer to Purchase”), cannot be completed on a timely basis; or

      (iii) the Letter of Transmittal (or a facsimile thereof) and all other required documents cannot be delivered to the Depositary on or before the Expiration Date.

      This Notice of Guaranteed Delivery, properly completed and executed, may be delivered by hand to the Depositary, or transmitted by telegram, facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution (as defined in the Offer to Purchase) in the form set forth herein. See the guaranteed delivery procedures described under Section 3 of the Offer to Purchase.

The Depositary for the Offer is:

NATIONAL CITY BANK

By Mail:	By Courier:	By Hand:
P.O. Box 859208 Braintree, MA 02185-9208	161 Bay State Drive Braintree, MA 02184 By Facsimile Transmission: (781) 380-3388	Corporate Trust Operations Locator 5352 Third Floor — North Annex 4100 West 150(th) Street Cleveland, Ohio 44135

      DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

      THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN “ELIGIBLE INSTITUTION” UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.

Ladies and Gentlemen:

      The undersigned hereby tenders to the Company, at the price per Share indicated in this Notice of Guaranteed Delivery, upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal (which together, as they may be amended or supplemented from time to time, constitute the “Offer”), receipt of which is hereby acknowledged, the number of Shares set forth below pursuant to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase.

Odd Lots

      To be completed only if the Shares are being tendered by or on behalf of a person owning beneficially or of record, as of the close of business on October 13, 2004 and who continues to own beneficially or of record as of the Expiration Date, an aggregate of fewer than 100 Shares. The undersigned either (check one box):

o  was the beneficial or record owner of, as of the close of business on October 13, 2004, and continues to own beneficially or of record as of the Expiration Date, an aggregate of fewer than 100 Shares, all of which are being tendered; or

o  is a broker dealer, commercial bank, trust company, or other nominee that (a) is tendering for the beneficial owner(s) thereof, Shares with respect to which it is record holder and (b) believes, based upon representations made to it by such beneficial owner(s), that each such person was the beneficial or record owner of, as of the close of business on October 13, 2004, and continues to own beneficially or of record as of the Expiration Date, an aggregate of fewer than 100 Shares and is tendering all of such Shares.

      In addition, the undersigned is tendering Shares either (check one box):

o  at the Purchase Price (as defined below), as the same shall be determined by the Company in accordance with the terms of the Offer (persons checking this box need not indicate the price per Share below); or

o  at the price per Share indicated below under “Price (in Dollars) per Share at Which Shares are Being Tendered”.

Conditional Tender

      A tendering shareholder may condition his or her tender of Shares upon the Company purchasing a specified minimum number of the Shares tendered by the tendering shareholder, all as described in Section 6 of the Offer to Purchase. Unless at least that minimum number of Shares indicated below is purchased from the tendering shareholder by the Company pursuant to the terms of the Offer, none of the Shares tendered by the tendering shareholder will be purchased. It is the tendering shareholder’s responsibility to calculate that minimum number of Shares that must be purchased from the tendering shareholder if any are purchased, and each shareholder is urged to consult his or her own tax advisor. Unless this box has been checked and a minimum specified, the tender will be deemed unconditional.

o  The minimum number of Shares that must be purchased from the tendering shareholder, if any are purchased, is:                      Shares.

2

      If, because of proration, the minimum number of Shares designated will not be purchased, the Company may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering shareholder must have tendered all of his or her Shares and, if true, checked the following box:

o  The tendered Shares represent all Shares held by the undersigned.

Shares Tendered at Price Determined Pursuant to the Offer

o  I want to maximize the chance of having the Company accept for purchase all of the Shares I am tendering (subject to the possibility of proration). Accordingly, by checking this one box instead of one of the price boxes below, I hereby tender Shares at, and am willing to accept, the Purchase Price resulting from the Offer process. This action could result in receiving a price as low as $35.00 per Share.

OR

o  Price (in Dollars) per Share at Which Shares are Being Tendered

o $35.00	o $36.25	o $37.50	o $38.75	o $40.00
o $35.25	o $36.50	o $37.75	o $39.00	o $40.25
o $35.50	o $36.75	o $38.00	o $39.25	o $40.50
o $35.75	o $37.00	o $38.25	o $39.50	o $40.75
o $36.00	o $37.25	o $38.50	o $39.75	o $41.00

IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED,

THERE IS NO PROPER TENDER OF SHARES OF COMMON STOCK.

(PLEASE TYPE OR PRINT)

Signature(s):

Name(s) of Record Holder(s):

Number of Shares:

Certificate Number(s) (If Available):

Dated: , 2004

Address(es):

(Include Zip Code)

Area Code and Telephone Number(s):

Taxpayer Identification or Social Security Number:

Check box if Shares will be tendered by book-entry transfer: o

THE GUARANTEE ON THE FOLLOWING PAGE MUST BE COMPLETED.

3

GUARANTEE

(NOT TO BE USED FOR SIGNATURE GUARANTEES)

          The undersigned is a member in good standing of the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Guarantee Program or the Stock Exchange Medallion Program (each such entity, an “Eligible Institution”) and represents that: (a) the above-named person(s) “own(s)” the Shares tendered hereby within the meaning of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended, and (b) such tender of Shares complies with Rule 14e-4, and guarantees that the Depositary will receive (i) certificates of the Shares tendered hereby in proper form for transfer, or (ii) confirmation that the Shares tendered hereby have been delivered pursuant to the procedure for book-entry transfer set forth in Section 3 of the Offer to Purchase into the Depositary’s account at The Depository Trust Company together with a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof), or an Agent’s Message, in the case of a book-entry transfer, and any other documents required by the Letter of Transmittal, all within three NYSE trading days after the date the Depositary receives this Notice of Guaranteed Delivery.

Name of Firm:

Address:

(Include Zip Code)

Area Code and Telephone No.:

Authorized Signature:

Name:

(Please Print or Type)

Title:

Date:

NOTE: DO NOT SEND CERTIFICATES FOR THE SHARES WITH THIS NOTICE.

CERTIFICATES SHOULD BE SENT ONLY WITH YOUR LETTER OF TRANSMITTAL.

4 EX-99.A.1.D 5 g91199exv99waw1wd.htm EX-99.A.1.D FORM OF LETTER TO BROKERS

EXHIBIT (a)(1)(D)

Offer to Purchase for Cash

Up to 61,000,000 Shares of its Common Stock

at a Purchase Price not greater than $41.00

nor less than $35.00 per Share

THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, NOVEMBER 10, 2004, UNLESS THE OFFER IS EXTENDED.

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

      HCA Inc., a Delaware corporation (the “Company”), has announced an offer to purchase for cash up to 61,000,000 shares (or such lesser number of shares as are properly tendered and not properly withdrawn) of its common stock, par value $0.01 per share (the “Shares”), at a price not greater than $41.00 nor less than $35.00 per Share net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in its Offer to Purchase, dated October 13, 2004 (the “Offer to Purchase”), and in the related Letter of Transmittal (which together, as they may be amended or supplemented from time to time, constitute the “Offer”).

      For your information and for forwarding to your clients for whom you hold Shares registered in your name or in the name of your nominee, we are enclosing the following documents:

      1. Offer to Purchase, dated October 13, 2004;

      2. Letter to Clients which may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Offer;

      3. Letter of Transmittal for your use and for the information of your clients (including the Substitute Form W-9 and Guidelines For Certification of Taxpayer Identification Number On Substitute Form W-9);

      4. Notice of Guaranteed Delivery to be used to accept the Offer if the Share certificates and all other required documents cannot be delivered to the Depositary on or before the Expiration Date or if the procedure for book-entry transfer cannot be completed on a timely basis;

      5. Letter from the Company to its shareholders; and

      6. Return envelope addressed to National City Bank, the Depositary, for your use only.

      WE URGE YOU TO CONTACT YOUR CLIENTS PROMPTLY. THE OFFER, WITHDRAWAL RIGHTS AND PRORATION RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, NOVEMBER 10, 2004, UNLESS THE OFFER IS EXTENDED.

      THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE OFFER. HOWEVER, NEITHER THE COMPANY, ITS BOARD OF DIRECTORS, THE LEAD DEALER MANAGER, THE DEALER MANAGER, INFORMATION AGENT OR THE DEPOSITARY ARE MAKING ANY RECOMMENDATION TO SHAREHOLDERS AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING THEIR SHARES. EACH SHAREHOLDER MUST MAKE THE DECISION WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES AND AT WHAT PRICE OR PRICES SHARES SHOULD BE TENDERED. OUR DIRECTORS AND OFFICERS HAVE ADVISED US THAT THEY DO NOT INTEND TO TENDER SHARES PURSUANT TO THE OFFER.

      No fees or commissions will be payable by the Company to brokers, dealers or other persons for soliciting tenders of Shares pursuant to the Offer other than fees paid to the Lead Dealer Manager, the Dealer Manager, the Information Agent or the Depositary as described in the Offer to Purchase. The Company, however, upon request, will reimburse you for customary mailing and handling expenses incurred by you in forwarding any of the enclosed materials to the beneficial owners of Shares held by you as a nominee or in a fiduciary capacity. The Company will pay or cause to be paid any stock transfer taxes applicable to its purchase of Shares, except as otherwise provided in Instruction 8 of the Letter of Transmittal.

      Any inquiries you may have with respect to the Offer should be addressed to Merrill Lynch & Co., the Lead Dealer Manager, or to Georgeson Shareholder Communications, Inc., the Information Agent, at their respective addresses and telephone numbers set forth on the back cover of the Offer to Purchase.

      Additional copies of the enclosed material may be obtained from the Information Agent at (888) 264-7052.

Very truly yours,

HCA Inc.

Enclosures

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE AN APPOINTMENT OF YOU OR ANY OTHER PERSON AS AN AGENT OF THE COMPANY OR ANY OF ITS AFFILIATES, THE LEAD DEALER MANAGER, THE DEALER MANAGER, THE INFORMATION AGENT OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.

2 EX-99.A.1.E 6 g91199exv99waw1we.htm EX-99.A.1.E FORM OF LETTER TO CLIENTS

EXHIBIT (a)(1)(E)

Offer to Purchase for Cash

Up to 61,000,000 Shares of its Common Stock

at a Purchase Price not greater than $41.00

nor less than $35.00 per Share

THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, NOVEMBER 10, 2004, UNLESS THE OFFER IS EXTENDED.

October 13, 2004

To Our Clients:

      Enclosed for your consideration are the Offer to Purchase, dated October 13, 2004, and the related Letter of Transmittal (which together, as they may be amended or supplemented from time to time, constitute the “Offer”) in connection with the Offer by HCA Inc., a Delaware corporation (the “Company”), to purchase 61,000,000 shares (or such lesser number of shares as are properly tendered and not properly withdrawn) of its common stock, par value $0.01 per share (the “Shares”), at a price not greater than $41.00 nor less than $35.00 per Share net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer.

      The Company will determine the price per Share, not greater than $41.00 nor less than $35.00 per Share, net to the seller in cash (the “Purchase Price”), that it will pay for Shares properly tendered pursuant to the Offer, taking into account the number of Shares so tendered and the prices specified by tendering shareholders. The Company will select the lowest Purchase Price that will allow it to buy 61,000,000 Shares (or such lesser number of Shares as are properly tendered at prices not greater than $41.00 nor less than $35.00 per Share). All Shares properly tendered on or before the Expiration Date at prices at or below the Purchase Price and not properly withdrawn will be purchased at the Purchase Price, upon the terms and subject to the conditions of the Offer, including the odd lot, proration and conditional tender provisions of the Offer. All Shares acquired in the Offer will be acquired at the same Purchase Price. Shares tendered at prices greater than the Purchase Price and Shares not purchased because of proration and conditional tenders will be returned at the Company’s expense to the shareholders who tendered such Shares. The Company reserves the right, in its sole discretion, to purchase more than 61,000,000 Shares pursuant to the Offer. See Sections 1 and 15 of the Offer to Purchase.

      If the number of Shares validly tendered and not properly withdrawn on or before the Expiration Date is less than or equal to 61,000,000 Shares (or such greater number of Shares as the Company may elect to purchase pursuant to the Offer), the Company will, upon the terms and subject to the conditions of the Offer, purchase at the Purchase Price all Shares so tendered.

      THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE OFFER. HOWEVER, NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS, THE LEAD DEALER MANAGER, THE DEALER MANAGER, INFORMATION AGENT OR DEPOSITARY ARE MAKING ANY RECOMMENDATION TO SHAREHOLDERS AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING THEIR SHARES. EACH SHAREHOLDER MUST MAKE THE DECISION WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES AND AT WHAT PRICE OR PRICES SHARES SHOULD BE TENDERED. OUR DIRECTORS AND OFFICERS HAVE ADVISED US THAT THEY DO NOT INTEND TO TENDER SHARES PURSUANT TO THE OFFER.

      We are the owner of record of Shares held for your account. As such, we are the only ones who can tender your Shares, and then only pursuant to your instructions. We are sending you the Letter of Transmittal for your information only; you cannot use it to tender Shares we hold for your account.

      Please instruct us as to whether you wish us to tender any or all of the Shares we hold for your account on the terms and subject to the conditions of the Offer.

      We call your attention to the following:

      1. You may tender Shares at prices not greater than $41.00 nor less than $35.00 per Share as indicated in the attached Instruction Form, net to you in cash.

      2. The Offer is not conditioned on any minimum number of Shares being tendered. The Offer is, however, subject to certain other conditions set forth in the Offer to Purchase, including the refinancing of our existing credit facility and obtaining the necessary financing for the Offer pursuant to the terms and conditions contained in the Commitment Letters (as defined in the Offer to Purchase) and on terms satisfactory to the Company.

      3. The Offer, withdrawal rights and proration period will expire at 12:00 Midnight, New York City time, on Wednesday, November 10, 2004, unless the Company extends the Offer.

      4. The Offer is for 61,000,000 Shares, constituting approximately 12.6% of the Shares outstanding as of September 30, 2004.

      5. Tendering shareholders who are registered holders will not be obligated to pay any brokerage commissions or solicitation fees to the Lead Dealer Manager, the Dealer Manager, Depositary, Information Agent or the Company or, subject to Instruction 8 of the Letter of Transmittal, stock transfer taxes on the Company’s purchase of Shares pursuant to the Offer.

      6. If you held beneficially or of record, as of the close of business on October 13, 2004, and continue to hold as of the Expiration Date, an aggregate of fewer than 100 Shares, and you instruct us to tender on your behalf all such Shares at or below the Purchase Price before the Expiration Date and check the box captioned “Odd Lots” in the attached Instruction Form, the Company, upon the terms and subject to the conditions of the Offer, will accept all such Shares for purchase before proration, if any, of the purchase of other Shares properly tendered at or below the Purchase Price.

      7. If you wish to condition your tender upon the purchase of all Shares tendered or upon the Company’s purchase of a specified minimum number of the Shares which you tender, you may elect to do so and thereby avoid possible proration of your tender. If, because of proration, the minimum number of Shares designated will not be purchased, the Company may accept conditional tenders by random lot, if necessary. To elect such a condition complete the section below captioned “Conditional Tender.”

      8. If you wish to tender portions of your Shares at different prices, you must complete a separate Instruction Form for each price at which you wish to tender each such portion of your Shares. We must submit separate Letters of Transmittal on your behalf for each such price you will accept for each such portion tendered.

      If you wish to have us tender any or all of your Shares, please so instruct us by completing, executing, detaching and returning to us the attached Instruction Form. An envelope to return your Instruction Form to us is enclosed. If you authorize us to tender your Shares, we will tender all such Shares unless you specify otherwise on the attached Instruction Form.

      YOUR INSTRUCTION FORM SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF ON OR BEFORE THE EXPIRATION DATE OF THE OFFER. THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, NOVEMBER 10, 2004, UNLESS THE COMPANY EXTENDS THE OFFER.

      As described in Section 1 of the Offer to Purchase, if more than 61,000,000 Shares (or such greater number of Shares as the Company may elect to purchase) have been properly tendered at or below the Purchase Price and not

2

properly withdrawn prior to the Expiration Date, the Company will purchase tendered Shares on the basis set forth below:

•  First, the Company will purchase all Shares tendered by any Odd Lot Holder who:

      (1) tenders all Shares owned beneficially or of record by the Odd Lot Holder at a price at or below the Purchase Price selected by the Company (tenders of less than all of the Shares owned by the Odd Lot Holder will not qualify for this preference); and

      (2) completes the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery.

•  Second, after the purchase of all of the Shares properly tendered by Odd Lot Holders, subject to the conditional tender provisions described in Section 6 in the Offer to Purchase, the Company will purchase all other Shares tendered at prices at or below the Purchase Price on a pro rata basis, with appropriate adjustments to avoid purchases of fractional Shares, determined by dividing the remaining number of Shares to be purchased by the Company in the Offer by the number of all Shares tendered (other than by Odd Lot Holders given priority as described above); and

•  Third, if necessary to permit the Company to purchase 61,000,000 Shares, Shares conditionally tendered (for which the condition was not initially satisfied) at or below the Purchase Price selected by the Company and not properly withdrawn prior to the Expiration Date, will, to the extent feasible, be selected for purchase by random lot. To be eligible for purchase by random lot, shareholders whose Shares are conditionally tendered must have tendered all of their Shares.

      The Offer is being made to all holders of Shares. The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares of common stock of the Company residing in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the laws of that jurisdiction.

INSTRUCTION FORM

INSTRUCTIONS FOR TENDER OF SHARES OF HCA INC.

Please tender to HCA Inc. (the “Company”), on (our)(my) behalf, the number of Shares indicated below, which are beneficially owned by (us)(me) and registered in your name, upon terms and subject to the conditions contained in the Offer to Purchase of the Company dated October 13, 2004, and the related Letter of Transmittal, the receipt of both of which is acknowledged.

NUMBER OF SHARES TO BE TENDERED:                                SHARES*

*  Unless otherwise indicated above, if you complete and return this form, all of the Shares we hold for your account will be tendered.

Odd Lots

o  By checking this box the undersigned represents that the undersigned owned beneficially or of record as of the close of business on October 13, 2004, and continues to own beneficially or of record as of the Expiration Date, an aggregate of fewer than 100 Shares and is tendering all of such Shares.

      In addition, the undersigned is tendering Shares either (check one box):

o  At the Purchase Price, as the same shall be determined by the Company in accordance with the terms of the Offer (persons checking this box need not indicate the price per Share below); or

o  At the price per Share indicated below under “Price (in Dollars) per Share at Which Shares are Being Tendered.”

3

Shares Tendered at Price Determined Pursuant to the Offer

o  I want to maximize the chance of having the Company accept for purchase all the Shares I am tendering (subject to the possibility of proration). Accordingly, by checking this one box instead of one of the price boxes below, I hereby tender Shares at, and am willing to accept, the Purchase Price resulting from the Offer process. This action could result in receiving a price as low as $35.00 per Share.

OR

o  Price (in Dollars) per Share at Which Shares are Being Tendered

      (Shareholders who desire to tender Shares at more than one price must complete a separate Instruction Form for each price at which Shares are to be tendered.)

o $35.00	o $36.25	o $37.50	o $38.75	o $40.00
o $35.25	o $36.50	o $37.75	o $39.00	o $40.25
o $35.50	o $36.75	o $38.00	o $39.25	o $40.50
o $35.75	o $37.00	o $38.25	o $39.50	o $40.75
o $36.00	o $37.25	o $38.50	o $39.75	o $41.00

IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED, THERE IS NO PROPER TENDER OF SHARES.

THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY.

4

Conditional Tender

      A tendering shareholder may condition his or her tender of Shares upon the Company purchasing a specified minimum number of the Shares tendered by the tendering shareholder, all as described in Section 6 of the Offer to Purchase. Unless at least that minimum number of Shares indicated below is purchased from the tendering shareholder by the Company pursuant to the terms of the Offer, none of the Shares tendered by the tendering shareholder will be purchased. It is the tendering shareholder’s responsibility to calculate that minimum number of Shares that must be purchased from the tendering shareholder if any are purchased, and each shareholder is urged to consult his or her own tax advisor. Unless this box has been checked and a minimum specified, the tender will be deemed unconditional.

o  The minimum number of Shares that must be purchased from the tendering shareholder, if any are purchased, is: ________________ Shares.

      If, because of proration, the minimum number of Shares designated will not be purchased, the Company may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering shareholder must have tendered all of his or her Shares and, if true, checked the following box:

o  The tendered Shares represent all Shares held by the undersigned.

Signatures(s):

(Please Print)

Name(s):

Taxpayer Identification or Social Security Number:

Address(es):

(Including Zip Code)

Area Code/Phone Number:

Date:

5 EX-99.A.1.F 7 g91199exv99waw1wf.htm EX-99.A.1.F FORM OF LETTER TO ESPP

EXHIBIT (a)(1)(F)

Offer to Purchase for Cash

Up to 61,000,000 Shares of its Common Stock

at a Purchase Price not greater than $41.00

nor less than $35.00 per Share

THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, NOVEMBER 10, 2004, UNLESS THE OFFER IS EXTENDED.

To Participants in the Amended and Restated HCA Employee Stock Purchase Plan:

      HCA Inc. (the “Company”) has announced an offer to purchase for cash up to 61,000,000 shares (or such lesser number of shares as are properly tendered and not properly withdrawn) of its common stock, $0.01 par value per share (the “Shares”), at a price not greater than $41.00 nor less than $35.00 per Share, net to the seller in cash, without interest (the “Offer”). The Offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal, which are enclosed, as amended or supplemented from time to time. As a participant in the Amended and Restated HCA Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”), you may tender Shares that are held in your Employee Stock Purchase Plan account at Computershare Trust Co., Inc. (the “ESPP Plan Administrator”).

      If you do not wish to tender any portion of the Shares in your Employee Stock Purchase Plan account, you do not need to take any action. If you would like to tender some or all of the Shares held in your Employee Stock Purchase Plan account in response to the Offer, you must follow the instructions set forth below.

      The Offer. The Company will select the lowest purchase price (the “Purchase Price”) that will allow it to purchase 61,000,000 Shares, or such lesser number of Shares as are properly tendered and not properly withdrawn pursuant to the Offer. The Company will pay the same Purchase Price for all Shares purchased in the Offer. All Shares properly tendered at prices at or below the Purchase Price and not properly withdrawn will be purchased, subject to the conditions of the Offer and the “odd lot,” proration and conditional tender provisions described in the Offer to Purchase.

      If more than the number of Shares the Company seeks are properly tendered prior to 12:00 Midnight, New York City time, on Wednesday, November 10, 2004, unless the Company, in its sole discretion, shall have extended the period of time during which Offer will remain open (the latest time and date at which the Offer shall expire is the “Expiration Date”), the Company will buy Shares first from all of the Company’s holders of “odd lots” of less than 100 Shares (not including any Shares held in the Employee Stock Purchase Plan or the HCA 401(k) Plan, which will not have priority) who properly tender all of their Shares at or below the Purchase Price selected by the Company. Second, after purchasing all Shares from the “odd lot” holders, the Company will purchase Shares from all other shareholders (including participants in the Employee Stock Purchase Plan and the HCA 401(k) Plan) who properly tender Shares at or below the Purchase Price selected by the Company, on a pro rata basis, subject to the conditional tender provisions described in Section 6 of the Offer to Purchase. Third, if necessary to permit the Company to purchase 61,000,000 Shares, Shares conditionally tendered (for which the condition was not initially satisfied) at or below the Purchase Price will, to the extent feasible, be selected for purchase by random lot. To be eligible for purchase by random lot, shareholders whose Shares are conditionally tendered must have tendered all of their Shares. See Sections 1 and 6 of the Offer to Purchase.

      Shares tendered at prices greater than the purchase price that is determined by the Company and Shares not purchased because of proration or conditional tenders will be returned promptly following the expiration of the Offer.

      The Company reserves the right, in its sole discretion, to purchase more than 61,000,000 Shares pursuant to the Offer, subject to compliance with applicable law.

      Because the terms and conditions of the Letter of Transmittal will govern the tender of the Shares held in accounts under the Employee Stock Purchase Plan, you should read the Letter of Transmittal carefully. The Letter of Transmittal, however, is furnished to you for your information only and cannot be used by you to tender Shares that are held in your Employee Stock Purchase Plan account. If you hold Shares outside of the Employee Stock Purchase Plan and wish to tender those Shares as well as Shares held in your Employee Stock Purchase Plan account, you must comply with the procedures described in the Letter of Transmittal and the Offer to Purchase for your Shares outside of the Employee Stock Purchase Plan, and submit an Instruction Form for Shares you hold in your Employee Stock Purchase Plan account. You must use the attached Instruction Form to properly tender Shares that are held in your Employee Stock Purchase Plan account. You should also read the Offer to Purchase carefully before making any decision regarding the Offer.

      Tendering Shares. To instruct the ESPP Plan Administrator to tender any or all of the Shares held in your Employee Stock Purchase Plan account, you must complete the Instruction Form set forth below and return it to the ESPP Plan Administrator.

      Please note the following:

      1. We have been advised that if the ESPP Plan Administrator has not received your Instruction Form at least three business days before the expiration of the Offer, the ESPP Plan Administrator will not tender any Shares held in your Employee Stock Purchase Plan account. The Offer, withdrawal rights and proration period will expire at 12:00 Midnight, New York City time, on Wednesday, November 10, 2004, unless the expiration date of the Offer is extended. Consequently, your Instruction Form must be received by the ESPP Plan Administrator no later than 5:00 p.m., New York City time, on Friday, November 5, 2004, unless the Offer is extended by the Company.

      2. Shares held in your Employee Stock Purchase Plan account may be tendered at prices not greater than $41.00 nor less than $35.00 per Share.

      3. The Offer is for up to 61,000,000 Shares, constituting approximately 12.6% of the outstanding Shares of the Company as of September 30, 2004. The Offer is not conditioned on any minimum number of Shares being tendered. The Offer is, however, subject to other conditions described in the Offer to Purchase, including the refinancing of our existing credit facility and obtaining the necessary financing for the Offer pursuant to the terms and conditions contained in the Commitment Letters (as defined in the Offer to Purchase) and on terms satisfactory to the Company.

      4. The Company’s Board of Directors has approved the making of the Offer. However, neither the Company nor the Company’s Board of Directors nor the ESPP Plan Administrator is making any recommendation whether you should tender or refrain from tendering your Shares or at what purchase price you should choose to tender your Shares. You must make your own decision as to whether to tender your Shares and, if so, how many Shares to tender and the price or prices at which you will tender them. The Company’s directors and executive officers have informed the Company that they do not intend to tender Shares pursuant to the Offer.

      5. Tendering shareholders will not be obligated to pay any brokerage fees or commissions or solicitation fees to tender their Shares held in their Employee Stock Purchase Plan account. Except as described in the Letter of Transmittal, tendering shareholders will not be obligated to pay any stock transfer taxes on the transfer of Shares pursuant to the Offer.

      6. As more fully described in the Offer to Purchase, tenders will be deemed irrevocable unless timely withdrawn. If you instruct the ESPP Plan Administrator to tender the Shares held in your Employee Stock Purchase Plan account, and you subsequently decide to change your instructions or withdraw your tender of Shares, you may do so by submitting a new Instruction Form. However, the new Instruction Form will be effective only if it is received by the ESPP Plan Administrator at the address listed below, on or before 5:00 p.m., New York City time, on Friday, November 5, 2004, three business days before the expiration of the Offer, unless the Offer is extended. The Offer is scheduled to expire at 12:00 Midnight, New York City time, on

2

Wednesday, November 10, 2004. Upon receipt of a timely submitted, new Instruction Form, your previous Instruction Form to tender the Shares will be deemed canceled. If your new Instruction Form directed the ESPP Plan Administrator to withdraw from tender the Shares held in your Employee Stock Purchase Plan account, you may later re-tender those Shares by submitting a new Instruction Form so long as it is received by the ESPP Plan Administrator on or before three business days before the expiration of the Offer.

      7. If a participant in the Employee Stock Purchase Plan tenders and sells Shares in the Offer that were acquired under the Employee Stock Purchase Plan, then the participant generally will be treated for federal income tax purposes as having received ordinary compensation income with respect to a portion of the proceeds he or she receives. The amount of such ordinary compensation income depends upon the price at which Shares are sold in the Offer and how long the Shares acquired under the Employee Stock Purchase Plan were held by the participant prior to the date of purchase by us in the Offer. If the Shares tendered and sold are held by the participant for two years or less from the date the option to acquire such Shares under the Employee Stock Purchase Plan was granted (“Grant Date”), then the amount of ordinary compensation income will be an amount equal to the excess, if any, of the fair market value of the Shares on the date the Shares were acquired under the Employee Stock Purchase Plan over the price that the participant paid for the Shares. If the Shares tendered and sold are held by the participant for more than two years from the Grant Date, then the amount of the ordinary compensation income will be an amount equal to the lesser of: (a) the excess, if any, of the fair market value of the Shares on the date of purchase by us in the Offer over the amount originally paid for such Shares, or (b) the excess, if any, of the fair market value of the Shares on the Grant Date over the exercise price per Share. The amount of ordinary compensation income that a participant recognizes upon tender of his or her shares under the Employee Stock Purchase Plan will be subject to ordinary income and employment taxes and will be included on the participant’s year 2004 Form W-2.

      Proceeds received as a result of the tender and sale of Shares in the Offer acquired by a participant under the Employee Stock Purchase Plan to the extent not treated as ordinary compensation income as described above (“noncompensation proceeds”) generally will be treated either as (a) the proceeds of an exchange of the Shares, resulting in recognition of capital gain or loss, as the case may be, or (b) a distribution to the participant from the Company, treated as dividend income to the extent of the Company’s earnings and profits. For a more complete summary of the treatment of noncompensation proceeds, please refer to the description of the treatment of proceeds to United States Holders generally under the section of the Offer to Purchase captioned “The Offer — Certain U.S. Federal Income Tax Consequences — Consequences to United States Holders.”

      Unless you direct the ESPP Plan Administrator on the attached Instruction Form to tender the Shares held in your Employee Stock Purchase Plan account, no Shares will be tendered.

      If you wish to tender your Shares, complete the Information Form and return it to the ESPP Plan Administrator at one of the addresses or the fax number listed below:

COMPUTERSHARE TRUST CO., INC.

By Mail:	By Facsimile Transmission:	By Hand or Overnight Courier:
c/o Computershare Trust Company of New York Wall Street Station P.O. Box 1010 New York, NY 10268-1010	(312) 601-6701	c/o Computershare Trust Company of New York Wall Street Plaza 88 Pine Street, 19th Floor New York, NY 10005
For Confirmation Only Telephone:
	(877) 277-9778

3

HCA EMPLOYEE STOCK PURCHASE PLAN

INSTRUCTION FORM

Computershare to affix a label

here with the name, address,

account number and share amounts

of each participant

      Please indicate the number of Shares you wish to tender from your account. Check only one box. If more than one box is checked or if no box is checked, the Shares will not be properly tendered.

o  Tender __________ Shares.

o  Tender all Shares. Please note that by checking this box you are also authorizing the tender of any additional Shares that may be purchased for your account in the Employee Stock Purchase Plan prior to the Expiration Date.

      The method of delivery of this document is at the option and risk of the tendering shareholder. In all cases, sufficient time should be allowed to assure delivery.

PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES

ARE BEING TENDERED (SEE INSTRUCTION 5 TO THE LETTER OF TRANSMITTAL)

BOX A

SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE TENDER OFFER

(SEE INSTRUCTION 5 TO THE LETTER OF TRANSMITTAL)

          o     I want to maximize the chance of having the Company accept for purchase all of the Shares that I am tendering (subject to the possibility of proration). Accordingly, by checking this box instead of one of the boxes in Box B, I hereby tender Shares at, and am willing to accept, the purchase price determined by the Company in accordance with the terms of the Offer. This action could result in receiving a price per Share as low as $35.00.

4

BOX B

SHARES TENDERED AT PRICE DETERMINED BY SHAREHOLDER

(SEE INSTRUCTION 5 TO THE LETTER OF TRANSMITTAL)

By checking one of the boxes below instead of the box under Box A, “Shares Tendered at Price Determined Pursuant to the Tender Offer,” I hereby tender Shares at the price checked. This action could result in none of the Shares being purchased if the purchase price determined by the Company for the Shares is less than the price checked below. A shareholder who desires to tender Shares held in their Employee Stock Purchase Plan account at more than one price must complete a separate Instruction Form for each price at which Shares are tendered. The same Shares cannot be tendered, unless previously properly withdrawn as provided in Section 4 of the Offer to Purchase, at more than one price.

          Price (in Dollars) per Share at Which Shares are Being Tendered. Check the appropriate box to indicate the tender price, not to be less than $35.00 and not to exceed $41.00.

o $35.00	o $36.25	o $37.50	o $38.75	o $40.00
o $35.25	o $36.50	o $37.75	o $39.00	o $40.25
o $35.50	o $36.75	o $38.00	o $39.25	o $40.50
o $35.75	o $37.00	o $38.25	o $39.50	o $40.75
o $36.00	o $37.25	o $38.50	o $39.75	o $41.00

          Check the appropriate box above or, alternatively, check the box below under Box A, “Shares Tendered at Prices Determined Under the Tender Offer.” Unless you check the box under Box A, if you do not check one and only one of the boxes above, you will not have validly tendered your Shares.

YOU WILL NOT HAVE VALIDLY TENDERED YOUR SHARES UNLESS

YOU COMPLETE ONE AND ONLY ONE OF BOX A OR BOX B

Signature of Participant:	Dated:	, 2004
Social Security Number:
Daytime Telephone Number: (     )
	Please print name and address above

5

CONDITIONAL TENDER

(SEE INSTRUCTION 6 TO THE LETTER OF TRANSMITTAL)

      A shareholder may tender Shares subject to the condition that a specified minimum number of the shareholder’s Shares tendered pursuant to this Instruction Form must be purchased by the tendering shareholder if any Shares tendered are purchased, all as described in the Offer to Purchase, particularly in Section 6 thereof. Unless the minimum number of Shares indicated below is purchased from the tendering shareholder by the Company in the Offer, none of the Shares tendered by such shareholder will be purchased. It is the responsibility of the tendering shareholder to calculate that minimum number of Shares that must be purchased from the tendering shareholder if any are purchased, and the Company urges shareholders to consult their own tax advisor before completing this section. Unless this box has been checked and a minimum specified, the tender will be deemed unconditional.

o  Minimum number of Shares that must be purchased from the tendering shareholder, if any are purchased is:

____________________ Shares.

      If, because of proration, the minimum number of Shares designated will not be purchased, the Company may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering shareholder must have tendered all of his or her Shares and, if true, checked the following box:

o  The tendered Shares represent all Shares held by the undersigned.

NOTE: THIS INSTRUCTION FORM MUST BE COMPLETED AND SIGNED IF SHARES HELD IN THE EMPLOYEE STOCK PURCHASE PLAN ARE TO BE TENDERED. IF THE FORM IS NOT SIGNED, THE DIRECTION INDICTED WILL NOT BE ACCEPTED. PLEASE RETURN THIS INSTRUCTION FORM TO THE AGENT OF THE STOCK PURCHASE PLAN, USING THE PREADDRESSED REPLY ENVELOPE PROVIDED OR VIA FAX OR VIA OVERNIGHT DELIVERY AS INDICATED IN YOUR MATERIALS. YOUR INSTRUCTION FORM MUST BE RECEIVED BY THE ESPP PLAN ADMINISTRATOR BY 5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, NOVEMBER 5, 2004.

YOUR DECISION WHETHER OR NOT TO HAVE YOUR PLAN SHARES TENDERED WILL BE KEPT CONFIDENTIAL.

6

IMPORTANT TAX INFORMATION

Purpose of Substitute Form W-9

      To prevent backup withholding on payments that are made to a shareholder with respect to Shares purchased pursuant to the Offer, the shareholder is required to notify the Depositary of such shareholder’s correct taxpayer identification number by completing the form contained herein certifying that the taxpayer identification number provided on Substitute Form W-9 is correct (or that such shareholder is awaiting a taxpayer identification number).

What Number to Give the Depositary

      The shareholder is required to give the Depositary the social security number or employer identification number of the record owner of the Shares. If the Shares are in more than one name or are not in the name of the actual owner, consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional guidance on which number to report.

PAYOR’S NAME:
Computershare Trust Co., Inc.
SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service Payor’s Request for Taxpayer Identification Number (“TIN”)	Part 1 — PLEASE PROVIDE YOUR TIN IN THE BOX AT THE RIGHT AND CERTIFY BY SIGNING AND DATING BELOW. Name: Business Name Please check appropriate box o  Individual/Sole Proprietor o  Corporation o  Partnership  o Other Address City, State, Zip Code	Social Security Number OR Employer Identification Number For Payees exempt from back- up withholding, check the Exempt box below. o  Exempt
	Part 2 — Certification Under penalties of perjury, I certify that: (1) The number shown on this form is my correct TIN (or I am waiting for a number to be issued to me); (2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and (3) I am a U.S. person (including a U.S. resident alien).	Part 3 — AWAITING TINo Please complete the Certificate of Awaiting Taxpayer Identification Number below.
	Certification Instructions  — You must cross out item (2) of Part 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding, you received another notification from the IRS that you were no longer subject to backup withholding, do not cross out item (2). (Also see the instructions in the enclosed guidelines.)
	Signature:	Date:

7

NOTE:  FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO AN OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

      YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED PART 3 OF THE SUBSTITUTE FORM
W-9 AND ARE AWAITING YOUR TIN.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

      I certify under penalty of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 28% of all payments to be made to me thereafter will be withheld until I provide a number.

Signature: ______________________________  Date: _________________________ , 2004

8

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number to Give the Payor.

      Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payor.

For this type of account:
		Give the name and SOCIAL
		SECURITY number of:
1.	An individual’s account	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
4.	a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee(1)
	b. So-called trust account that is not a legal or valid trust under state law	The actual owner(1)
5.	Sole proprietorship or single-owner LLC	The owner(3)
6.	Sole proprietorship or single-owner LLC	The owner(3)
7.	A valid trust, estate, or pension trust	The legal entity(4)
8.	Corporation or LLC electing corporate status on IRS Form 8832	The corporation
9.	Association, club, religious, charitable, educational or other tax-exempt organization	The organization
10.	Partnership or multi-member LLC	The partnership
11.	A broker or registered nominee	The broker or nominee
12.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity

(1)	List first and circle the name of the person whose number you furnish. If only one person on a joint account has a Social Security number, that person’s number must be furnished.
(2)	Circle the minor’s name and furnish the minor’s social security number.
(3)	Owner must show his individual name, but may also enter his business or “DBA” name. Owner may use either owner’s social security number or owner’s employer identification number.
(4)	List first and circle the name of the legal trust, estate or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

Note:  If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

      Resident alien individuals: If you are a resident alien individual and you do not have, and are not eligible to get, a Social Security number, your taxpayer identification number is your individual taxpayer identification number (“ITIN”) as issued by the Internal Revenue Service. Enter it on the portion of the Substitute Form W-9 where the Social Security number would otherwise be entered. If you do not have an ITIN, see “Obtaining a Number” below.

Name:

      If you are an individual, generally provide the name shown on your social security card. However, if you have changed your last name, for instance, due to marriage, without informing the Social Security Administration of the name change, please enter your first name and both the last name shown on your social security card and your new last name.

9

Obtaining a Number:

If you do not have a taxpayer identification number, obtain IRS Form SS-5, Application for a Social Security Card (for individuals), or IRS Form SS-4, Application for Employer Identification Number (for businesses and all other entities), at the local office of the Social Security Administration or the IRS and apply for a number. Resident alien individuals who are not eligible to get a Social Security number and need an ITIN should obtain IRS Form W-7, Application for IRS Individual Taxpayer Identification Number, from the IRS.

Payees and Payments Exempt from Backup Withholding:

The following is a list of payees exempt from backup withholding and for which no information reporting is required. For interest and dividends, all listed payees are exempt except the payee in item (9). For broker transactions, payees listed in items (1) through (13) and a person registered under the Investment Advisers Act of 1940 who regularly acts as a broker are exempt. For barter exchange transactions and patronage dividends, payees listed in (1) through (5) are exempt. Payments subject to reporting under sections 6041 and 6041A are generally exempt from backup withholding only if made to payees described in items (1) through (7). Unless otherwise indicated, all “section” references are to sections of the Internal Revenue Code of 1986, as amended (the “Code”).

(1)	An organization exempt from tax under section 501(a), or an IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2).
(2)	The United States or any of its agencies or instrumentalities.
(3)	A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities.
(4)	A foreign government or any of its political subdivisions, agencies or instrumentalities.
(5)	An international organization or any of its agencies or instrumentalities.
(6)	A corporation.
(7)	A foreign central bank of issue.
(8)	A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.
(9)	A futures commission merchant registered with the Commodity Futures Trading Commission.

(10)	A real estate investment trust.
(11)	An entity registered at all times during the tax year under the Investment Company Act of 1940.
(12)	A common trust fund operated by a bank under section 584(a).
(13)	A financial institution.
(14)	A middleman known in the investment community as a nominee or custodian.
(15)	A trust exempt from tax under section 664 or described in section 4947.

  Payments of dividends and patronage dividends not generally subject to backup withholding include the following:

•  Payments to nonresident aliens subject to withholding under section 1441.

•  Payments to partnerships not engaged in a trade or business in the U.S. and which have at least one nonresident partner.

•  Payments of patronage dividends where the amount received is not paid in money.

•  Payments made by certain foreign organizations.

•  Section 404(k) distributions made by an ESOP.

  Payments of interest not generally subject to backup withholding include the following:

•  Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of your trade or business and you have not provided your correct taxpayer identification number to the payor.

•  Payments of tax-exempt interest (including exempt-interest dividends under section 852).

•  Payments described in section 6049(b)(5) to non-resident aliens.

•  Payments on tax-free covenant bonds under section 1451.

•  Payments made by certain foreign organizations.

•  Payments of mortgage or student loan interest to you.

Exempt payees described above should file Substitute Form W-9 to avoid possible erroneous backup withholding. File this form with the Payor; furnish your taxpayer identification number; indicate that you are exempt on the face of the form, sign and date the form and return it to the Payor. If you are a non-resident alien or a foreign entity not subject to backup withholding, file with Payor the appropriate completed Internal Revenue Service Form W-8 (or successor form).

  Certain payments other than interest, dividends and patronage dividends, that are not subject to information reporting are also not subject to backup withholding. For details, see Sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N of the Code and the Treasury regulations promulgated thereunder.

  Privacy Act Notice — Section 6109 requires most recipients of dividend, interest, or other payments to give their correct taxpayer identification numbers to payors who must report the payments to the IRS. The IRS uses the numbers for identification purposes and to verify the accuracy of tax returns. The IRS also may provide this information to the Department of Justice for civil and criminal litigation and to cities, states, and the District of Columbia to carry out their tax laws. The IRS may also disclose this information to other countries under a tax treaty, or to Federal and state agencies to enforce Federal nontax criminal laws and to combat terrorism. Payors must be given the numbers whether or not recipients are required to file tax returns. Payors must generally withhold tax from payments of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payor. The current rate of such withholding tax is 28%. Certain penalties may also apply.

Penalties

(1) Penalty for failure to furnish taxpayer identification number — If you fail to furnish your correct taxpayer identification number to a payor, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for false information with respect to withholding — If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500.

(3) Criminal Penalty for falsifying information — Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX

CONSULTANT OR THE INTERNAL REVENUE SERVICE.

10 EX-99.A.1.G 8 g91199exv99waw1wg.htm EX-99.A.1.G FORM OF LETTER TO 401(K) PLAN PARTICIPANTS

EXHIBIT (a)(1)(G)

U.S. TRUST

IMMEDIATE ATTENTION REQUIRED

October 13, 2004

Re: HCA 401(k) Plan

Dear Plan Participant:

      HCA Inc. (the “Company”) has initiated an offer (the “Offer”) to purchase up to 61,000,000 shares of the Company’s common stock at a price of not greater than $41.00 nor less than $35.00 per share. The Company is making this Offer to all shareholders and wishes to extend this Offer to participants in the Company’s 401(k) Plan who invest a portion of their account in the Company’s common stock through the HCA Stock Fund.

      If a portion of your account is invested in the Company’s common stock through the HCA Stock Fund, you have the right to tender (that is, offer to sell to the Company) some or all of your HCA Stock Fund balance by tendering the corresponding equivalent shares of the Company’s common stock (the “Equivalent Shares”), in accordance with the enclosed documents. The number of Equivalent Shares you own is calculated by dividing the market value of your HCA Stock Fund balance by the New York Stock Exchange closing price of the Company’s common stock on a particular day.

      To exercise this right, you must complete the enclosed Instruction Form and return it to U. S. Trust Company, N.A., an independent fiduciary of the 401(k) Plan (“U. S. Trust”), by 5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, NOVEMBER 5, 2004, unless the Offer is extended by the Company.

      If your tender is accepted, proceeds from the sale will be deposited into your 401(k) Plan account and invested in the Plan’s Interest Income Fund unless and until you reallocate the proceeds based on your personal investment strategy.

Your Tender Decision

      The decision whether to tender some or all of your Equivalent Shares is yours alone, and neither U.S. Trust nor the Company is recommending that you tender or refrain from tendering your Equivalent Shares. In making your decision, you should consider your personal investment and retirement goals and whether the total return on your 401(k) Plan investments is likely to be greater by retaining your Equivalent Shares or by tendering Equivalent Shares and reinvesting the sale proceeds (if the tender is accepted). On one hand, by selling a portion of your Equivalent Shares, you may give up some value if the Company’s stock appreciates faster than the alternative funds in which you invest the tender proceeds. On the other hand, the Offer provides you with an opportunity to diversify your holdings in the Company’s stock at a price potentially above the current trading price.

Important Documents Enclosed

      Enclosed are Offer documents and an Instruction Form that require your immediate attention. The “Letter To Participants in the HCA 401(k) Plan” summarizes the Offer, your rights under the 401(k) Plan and the procedures for completing the Instruction Form. You should also review the more detailed explanation of the transaction provided in the other tender offer materials enclosed with this letter, including the Offer to Purchase and the related Letter of Transmittal. It is important that you read the enclosed documents carefully before you make a decision whether or not to tender any of your Equivalent Shares.

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Important Dates and Times

October 13, 2004	HCA initiates offer to shareholders
5:00 p.m., NYC Time, November 5, 2004	Deadline to return your Instruction Form if you wish to tender your Equivalent Shares (unless the Offer is extended)
Midnight, NYC Time, November 10, 2004	The Offer and your withdrawal rights expire (unless the Offer is extended)

      Note: If you choose to tender some or all of your Equivalent Shares, your ability to sell your interest in the HCA Stock Fund in respect of those Equivalent Shares, and your rights to receive loans or distributions relating to that portion of your interest in the HCA Stock Fund, will be restricted for a short time beginning on the day prior to the expiration of the Offer. The enclosed “Letter to Participants in the HCA 401(k) Plan” explains these restrictions, and we urge you to read it carefully before making any decision.

Deadline

      To tender any of your Equivalent Shares, you must return the enclosed Instruction Form to U. S. Trust so that it is received by U. S. Trust no later than 5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, NOVEMBER 5, 2004, unless the Offer is extended by the Company. This deadline is necessary for U.S. Trust to have sufficient time to process your completed Instruction Form before the offer expires. The Offer itself is scheduled to expire at 12:00 midnight, New York City Time, on Wednesday, November 10, 2004, unless extended by the Company.

      If you do not wish to tender any of your Equivalent Shares, you do not need to take any action. However, unless you direct U. S. Trust on the enclosed Instruction Form, NONE of your Equivalent Shares will be tendered.

Confidentiality

      Your tender instructions to U. S. Trust are strictly confidential. U. S. Trust will not disclose whether you tendered any portion of your Equivalent Shares unless required to do so by law. You should feel free to tender or not tender, as you think best.

Questions?

      LifeTimes Connection will not be able to answer your questions regarding this tender offer. If you have any questions or comments concerning the procedure for completing or returning your tender offer Instruction Form, please contact U. S. Trust at 1-800-535-3093, between the hours of 11:30 a.m. and 7:30 p.m., New York City Time, Monday through Friday. Your telephone call or other communication will be kept confidential.

Sincerely,

U. S. TRUST COMPANY, N.A.

Independent Fiduciary for the HCA 401(k) Plan

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Offer to Purchase for Cash

Up to 61,000,000 Shares of its Common Stock

at a Purchase Price not greater than $41.00

nor less than $35.00 per Share

THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, NOVEMBER 10, 2004, UNLESS THE OFFER IS EXTENDED

To Participants in the HCA 401(k) Plan:

      HCA Inc. (the “Company”) has announced an offer to purchase for cash up to 61,000,000 shares (or such lesser number of shares as are properly tendered and not properly withdrawn) of its common stock, $0.01 par value per share (the “Shares”), at a price not greater than $41.00 nor less than $35.00 per Share, net to the seller in cash, without interest (the “Offer”). The Offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal, which are enclosed, as amended or supplemented from time to time.

      As a participant in the HCA 401(k) Plan (the “401(k) Plan”), a portion of your 401(k) Plan account may be invested in the Company’s common stock through the HCA Stock Fund. In accordance with this Offer, you may tender (in other words, offer to sell to the Company) some or all of your HCA Stock Fund balance by tendering the corresponding equivalent shares of the Company’s common stock (the “Equivalent Shares”).

      The number of Equivalent Shares you own can be determined by dividing the market value of your HCA Stock Fund balance by the New York Stock Exchange closing price of the Company’s common stock on a particular day. You may determine the number of Equivalent Shares in your 401(k) Plan account from time to time either through the Internet at www.hcabenefits.com or by calling LifeTimes Connection at (800) 566-4114. Please note that the number of Equivalent Shares credited to your 401(k) Plan account may change prior to the expiration of the Offer period as a result of additional 401(k) and matching contributions being made, as well as by any investment changes you may make.

      If you do not wish to tender any portion of your Equivalent Shares, you do not need to take any action. If you would like to tender some or all of your Equivalent Shares in response to the Offer, you must complete the Instruction Form included with this document and return it to U.S. Trust Company, N.A., the independent fiduciary of the 401(k) Plan charged with supervising the Offer process (“U.S. Trust”), at the address or fax number provided below so that U.S. Trust receives it no later than 5:00 p.m., New York City time, on Friday, November 5, 2004, unless the Offer is extended by the Company.

      The Offer. The Company will select the lowest purchase price (the “Purchase Price”) that is produced by the tender offer process (within the range of share prices specified above) that will allow it to purchase 61,000,000 Shares, or such lesser number of Shares as are properly tendered and not properly withdrawn pursuant to the Offer. The Company will pay the same Purchase Price for all Shares purchased in the Offer. All Shares properly tendered at prices at or below the Purchase Price and not properly withdrawn will be purchased, subject to the conditions of the Offer and the “odd lot,” proration and conditional tender provisions described in the Offer to Purchase. The Company reserves the right, in its sole discretion, to purchase more than 61,000,000 Shares pursuant to the Offer, subject to compliance with applicable law.

      Providing Tender Instructions. In order to tender any portion of your Equivalent Shares, you must return the enclosed Instruction Form to U.S. Trust at the address or fax number provided so that it is received no later than 5:00 p.m., New York City time, on Friday, November 5, 2004. U.S. Trust will work with the Tabulation Agent for the Offer to collect and tabulate all Instruction Forms received for 401(k) Plan participants. Based on the properly completed Instruction Forms received by the deadline, all participant instructions will be combined and submitted in one or more Letters of Transmittal, as necessary, on behalf of all 401(k) Plan participants who timely elected to tender a portion of their Equivalent Shares.

      Because the terms and conditions of the Letter of Transmittal will govern the tender of Equivalent Shares held in accounts under the 401(k) Plan, you should read the Letter of Transmittal carefully. The Letter of Transmittal, however, is furnished to you for your information only and cannot be used by you to tender Equivalent Shares that are held in your 401(k) Plan account. You must use the attached Instruction Form to properly tender Equivalent Shares that are held in your 401(k) Plan account. If you hold Shares outside of the 401(k) Plan and wish to tender those Shares as well as Equivalent Shares held in your 401(k) Plan account, you must comply with the procedures described in the Letter of Transmittal and the Offer to Purchase for your Shares outside of the 401(k) Plan, and submit an Instruction Form for Equivalent Shares you hold in your 401(k) Plan account. You should also read the Offer to Purchase carefully before making any decision regarding the Offer.

      Please note the following:

      1. If U.S. Trust has not received your Instruction Form at least three business days before the expiration of the Offer, U.S. Trust will not tender any Equivalent Shares held in your 401(k) Plan account. The Offer, withdrawal rights and proration period will expire at 12:00 Midnight, New York City time, on Wednesday, November 10, 2004, unless the expiration date of the Offer is extended. Consequently, to allow time for processing, your Instruction Form must be received by U.S. Trust no later than 5:00 p.m., New York City time, on Friday, November 5, 2004, unless the Offer is extended by the Company.

      2. If you want to tender Equivalent Shares from your 401(k) Plan account, you must specify on the Instruction Form what percentage of your HCA Stock Fund balance and the corresponding Equivalent Shares you wish to tender and at what price you want to tender such Equivalent Shares.

      3. Equivalent Shares held in your 401(k) Plan account may be tendered at prices not greater than $41.00 nor less than $35.00 per Share. However, the 401(k) Plan is prohibited by law from selling Equivalent Shares to the Company for a price that is less than the prevailing market price of the Company’s common stock. Accordingly, if you elect to tender Equivalent Shares at a price that is lower than the closing price of the Company’s common stock on the date the Offer expires, the tender price you elect will be deemed to have been increased to the closest tender price that is not less than the closing price of the Company’s common stock on the New York Stock Exchange on the date the Offer expires. This could result in the selected percentage of your Equivalent Shares not being purchased in the Offer. If the closing price of the Company’s common stock on the date the Offer expires is greater than the maximum price available in the Offer, none of the Equivalent Shares will be tendered and your tender will be deemed to have been withdrawn.

      4. The Offer is for up to 61,000,000 Shares, constituting approximately 12.6% of the outstanding Shares of the Company as of September 30, 2004. The Offer is not conditioned on any minimum number of Shares being tendered. The Offer is, however, subject to other conditions described in the Offer to Purchase, including the refinancing of our existing credit facility and obtaining the necessary financing for the Offer pursuant to the terms and conditions contained in the Commitment Letters (as defined in the Offer to Purchase) and on terms satisfactory to the Company.

      5. The Company’s Board of Directors has approved the making of the Offer. However, neither the Company nor the Company’s Board of Directors nor U.S. Trust is making any recommendation whether you should tender or refrain from tendering your Equivalent Shares or at what purchase price you should choose to tender your Equivalent Shares. You must make your own decision as to whether to tender your Equivalent Shares and, if so, how many Equivalent Shares to tender and the price or prices at which you will tender them. The Company’s directors and executive officers have informed the Company that they do not intend to tender Shares pursuant to the Offer.

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      6. Tendering participants will not be obligated to pay any brokerage fees or commissions or solicitation fees to tender their Equivalent Shares. Tendering participants will not be obligated to pay any stock transfer taxes on the transfer of Equivalent Shares pursuant to the Offer.

      7. As more fully described in the Offer to Purchase, tenders will be deemed irrevocable unless timely withdrawn. If you instruct U.S. Trust to tender the Equivalent Shares held in your 401(k) Plan account, and you subsequently decide to change your instructions or withdraw your tender of Equivalent Shares, you may do so by submitting a new Instruction Form. However, the new Instruction Form will be effective only if it is received by U.S. Trust, on or before 5:00 p.m., New York City time, on Friday, November 5, 2004, three business days before the expiration of the Offer, unless the offer is extended. The Offer is scheduled to expire at 12:00 Midnight, New York City time, on Wednesday, November 10, 2004. Upon receipt of a timely submitted, new Instruction Form, your previous Instruction Form to tender Equivalent Shares will be deemed canceled. If your new Instruction Form directed U.S. Trust to withdraw from tender the Equivalent Shares held in your 401(k) Plan account, you may later re-tender those Equivalent Shares by submitting a new Instruction Form so long as it is received by U.S. Trust on or before three business days before the expiration of the Offer.

      8. Contributions to the HCA Stock Fund may continue throughout the Offer. FOR ADMINISTRATIVE PURPOSES, PARTICIPANTS WHO DIRECT THE TENDER OF ALL OR A PORTION OF THEIR EQUIVALENT SHARES WILL NOT BE ABLE TO DIRECT THE DISPOSITION OF THE TENDERED PORTION OF THEIR EQUIVALENT SHARES, OR REQUEST A LOAN OR DISTRIBUTION THAT RELATES TO THE TENDERED PORTION OF THEIR EQUIVALENT SHARES, AT ANY TIME FROM THE BEGINNING OF THE BUSINESS DAY PRIOR TO THE EXPIRATION DATE OF THE OFFER (i.e., NOVEMBER 9, 2004, UNLESS THE OFFER IS EXTENDED) UNTIL 5:00 P.M., NEW YORK CITY TIME, ON THE BUSINESS DAY FOLLOWING THE DATE THE COMPANY GIVES ORAL OR WRITTEN NOTICE TO THE DEPOSITARY OF ITS ACCEPTANCE OF SHARES FOR PAYMENT IN THE OFFER.

PARTICIPANTS WHOSE TENDER OFFER IS ACCEPTED BY THE COMPANY WILL CONTINUE TO BE PROHIBITED FROM DIRECTING THE DISPOSITION OF THE TENDERED PORTION OF THEIR EQUIVALENT SHARES, AND WILL BE PROHIBITED FROM REQUESTING A LOAN OR DISTRIBUTION THAT RELATES TO THE TENDERED PORTION OF THEIR EQUIVALENT SHARES, UNTIL THE 401(k) PLAN RECEIVES THE PROCEEDS FROM THE TENDER OFFER AND COMPLETES THE TRANSFER OF THE TENDERED PORTION OF THE EQUIVALENT SHARES INTO THE HCA INTEREST INCOME FUND.

YOU SHOULD EVALUATE THE APPROPRIATENESS OF YOUR CURRENT INVESTMENT DECISIONS IN LIGHT OF THE FOREGOING LIMITATIONS.

PARTICIPANTS WHO SUBMIT A TENDER OFFER FOR ONLY A PORTION OF THEIR EQUIVALENT SHARES WILL ONLY BE SUBJECT TO THE LIMITATIONS DESCRIBED ABOVE AS THEY RELATE TO THE TENDERED PORTION OF THEIR EQUIVALENT SHARES.

PARTICIPANTS WHO DO NOT SUBMIT A TENDER OFFER FOR ANY PORTION OF THEIR EQUIVALENT SHARES WILL NOT BE SUBJECT TO THE LIMITATIONS DESCRIBED ABOVE.

      9. If you tender Equivalent Shares and such shares are accepted, the tender proceeds will be deposited into your 401(k) Plan account and invested in the 401(k) Plan’s Interest Income Fund unless and until you allocate the proceeds among the various investment funds under the 401(k) Plan according to your personal investment strategy.

      10. While you will not recognize any immediate tax gain or loss as a result of the Offer or the sale of Equivalent Shares in the Offer, the tax treatment of future withdrawals by you or distributions to you from the 401(k) Plan may be adversely affected by a tender and sale of Equivalent Shares within the 401(k) Plan. Specifically, under current federal income tax rules, if you receive a lump sum distribution from a 401(k) Plan including shares of the Company’s stock that have increased in value from the price at which they were acquired by the 401(k) Plan, under certain circumstances you may have the option of not paying tax on this increase in value, which is called “net unrealized appreciation,” until you sell those shares. When the shares of the

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Company’s stock are sold, any gain up to the amount of the untaxed net unrealized appreciation is taxed as long-term capital gain rather than at ordinary income tax rates, which will apply to all other distributions from the 401(k) Plan and which may be a higher rate for certain participants. If Equivalent Shares credited to your individual 401(k) Plan account are purchased by the Company in the Offer, you will no longer be able to take advantage of this tax benefit with respect to the shares of the Company’s stock purchased by the Company in the Offer (unless you elect to reinvest in the HCA Stock Fund within 90 days after the purchase). You can find additional tax information relating to the Offer in the Offer to Purchase. You are further advised to consult with your tax advisor concerning your decision to participate in the Offer.

      Unless you direct U.S. Trust on the attached Instruction Form to tender the Equivalent Shares held in your 401(k) Plan account, no Equivalent Shares will be tendered.

      If you wish to tender your Equivalent Shares, complete the Instruction Form and return it to U.S. Trust at one of the addresses or the fax number listed below:

U.S. Trust

By Mail:	By Facsimile Transmission:	By Hand or Overnight Courier:
U.S. Trust c/o Computershare Trust Company of New York Wall Street Station P.O. Box 1010 New York, NY 10268-1010	(312) 601-6700 For Confirmation Only Telephone: (888) 277-8364	U.S. Trust c/o Computershare Trust Company of New York Wall Street Plaza 88 Pine Street, 19th Floor New York, NY 10005

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HCA 401(k) Plan

INSTRUCTION FORM

      Computershare to affix label with

participant’s name, address, account number

and Equivalent Shares

STEP 1

Indicate a percentage (from 1% to 100%):

      I wish to tender _______________% of my HCA Stock Fund balance and the corresponding Equivalent Shares held in my HCA 401(k) Plan account.

STEP 2

Check one Option below. If you choose Option B, you must also check a box to indicate your tender price.

o Option A*

o Option B*

Check this Option if you want to maximize the chance of having the Company accept for purchase all of the percentage of your Equivalent Shares shown in Step 1(subject to the possibility of proration). Accordingly, by checking this box, you are tendering the percentage of your Equivalent Shares shown in Step 1 and are willing to accept the purchase price determined by the Company in accordance with the terms of the Offer. You understand that this action could result in receiving a price per Equivalent Share as low as $35.00.

By checking one of the boxes below, you are tendering the percentage of your Equivalent Shares shown in Step 1 at the price checked. You are also indicating that you understand this action could result in none of your Equivalent Shares being purchased if the purchase price determined by the Company is less than the price checked below. You may only check one of the boxes below. Price (in Dollars) Per Equivalent Share Tender price is not to be less than $35.00 or exceed $41.00. o  $35.00   o $36.25   o $37.50   o $38.75   o $40.00 o  $35.25   o $36.50   o $37.75   o $39.00   o $40.25 o  $35.50   o $36.75   o $38.00   o $39.25   o $40.50 o  $35.75   o $37.00   o $38.25   o $39.50   o $40.75 o  $36.00   o $37.25   o $38.50   o $39.75   o $41.00

* Please note that the 401(k) Plan is prohibited by law from selling Equivalent Shares to the Company for a price that is less than the prevailing market price of the Company’s common stock. Accordingly, if you elect to tender Equivalent Shares at a price that is lower than the closing price of the Company’s common stock on the date the Offer expires, the tender price you elect will be deemed to have been increased to the closest tender price that is not less than the closing price of the Company’s common stock on the New York Stock Exchange on the date the Offer expires. This could result in the selected percentage of your Equivalent Shares not being purchased in the Offer. If the closing price of the Company’s common stock on the date the Offer expires is greater than the maximum price available in the Offer, none of the Equivalent Shares will be tendered and your tender will be deemed to have been withdrawn.

STEP 3

Sign this form and provide the following information.

Participant Signature	Date
Social Security Number	Daytime Telephone Number

      The method of delivery of this document is at the option and risk of the tendering participant.

In all cases, sufficient time should be allowed to assure timely delivery.

5 EX-99.A.5.A 9 g91199exv99waw5wa.htm EX-99.A.5.A PRESS RELEASE ANNOUNCING THE OFFER

EXHIBIT (a)(5)(A)

For Immediate Release

INVESTOR CONTACT:	MEDIA CONTACT:
Mark Kimbrough	Jeff Prescott
(615) 344-2688	(615) 344-5708

HCA Inc. Announces

Offer to Repurchase up to 61,000,000 of its Shares

      NASHVILLE, Tenn., October 13, 2004 — HCA (NYSE: HCA) announced today that its Board of Directors has approved the initiation of a modified “Dutch” auction tender offer to purchase up to 61,000,000 shares of its outstanding common stock at a price not greater than $41.00 nor less than $35.00 per share net to the seller in cash, without interest. The tender offer is expected to commence on October 13, 2004 and to expire, unless extended, at 12:00 midnight, New York City time, on Wednesday, November 10, 2004.

      In the tender offer, shareholders will have the opportunity to tender some or all of their shares at a price within the $35.00 to $41.00 price range. Based on the number of shares tendered and the prices specified by the tendering shareholders, HCA will determine the lowest per share price within the range that will enable it to buy 61,000,000 shares, or such lesser number of shares as are properly tendered. If shareholders holding in the aggregate more than 61,000,000 shares properly tender their shares at or below the determined price per share, HCA will purchase shares tendered by such shareholders, at the determined price per share, on a pro rata basis, as will be specified in the offer to purchase relating to the tender offer that will be distributed to shareholders. Shareholders whose shares are purchased in the tender offer will be paid the determined price per share, net in cash, without interest, promptly following the expiration of the tender offer period, as it may be extended. HCA will return all shares not purchased to the shareholders tendering such shares free of charge after the expiration of the tender offer, as it may be extended. The tender offer will not be contingent upon any minimum number of shares being tendered. The tender offer will be subject to a number of other terms and conditions, including the financing condition described below, as will be specified in the offer to purchase.

      “The tender offer we are announcing today is consistent with the Company’s commitment to enhancing shareholder value and reflects our confidence in the long-term future of HCA,” stated Jack O. Bovender, Jr., HCA Chairman and CEO. “The tender offer represents an opportunity for the Company to deliver value to shareholders who elect to tender their shares, while at the same time increasing the proportional ownership of non-tendering shareholders in HCA. We believe the Company possesses the financial strength to successfully complete the tender offer and the related borrowings without jeopardizing future capital investments in our existing hospitals and communities.”

      “With the assistance of management and outside advisors, our Board has undertaken a review of the Company’s strategic plan, its use of cash flows from operations for, among other things, capital expenditures, acquisitions, debt repayment, dividends and share repurchases, and a variety of alternatives for using the Company’s available financial resources. Based upon its review, the Board determined that increasing the Company’s financial leverage to fund the tender offer is a prudent use of our financial resources and an effective means of providing value to our shareholders,” Bovender continued.

      HCA has obtained a commitment letter from JPMorgan for $2.25 billion in credit facilities, a portion of which will be used to finance the tender offer. In addition, HCA has obtained a commitment letter from JPMorgan and Merrill Lynch for a $1.5 billion short-term loan facility which will also be used to finance the tender offer. Accordingly, the tender offer will be conditioned upon receipt of this financing pursuant to the terms and conditions contained in the commitment letters and on terms satisfactory to HCA on or prior to the expiration date of the tender offer and other customary conditions.

      HCA’s Board of Directors has approved the tender offer because it has concluded that increasing the Company’s indebtedness to fund the tender offer is a prudent use of HCA’s financial resources and an effective means of providing value to HCA’s shareholders. However, none of HCA, its Board of Directors, the lead dealer manager, the dealer manager, the information agent or the depositary is making any recommendation to shareholders as to whether to tender or refrain from tendering their shares into the tender offer. Shareholders must decide how many shares they will tender, if any, and the price within the stated range at which they will offer their shares.

      Merrill Lynch & Co. is the Company’s financial advisor. The lead dealer manager for the tender offer is Merrill Lynch & Co., the dealer manager is J.P. Morgan Securities Inc., the information agent is Georgeson Shareholder Communications, Inc., and the depositary is National City Bank. The offer to purchase, letter of transmittal and related documents will be mailed to shareholders of record and will also be made available for distribution to beneficial owners of HCA common stock.

      This press release is for informational purposes only and is not an offer to buy, or the solicitation of an offer to sell, any shares. The full details of the tender offer, including complete instructions on how to tender shares, along with the letter of transmittal and related materials, are expected to be mailed to shareholders on October 13, 2004. Shareholders should read carefully the offer to purchase, the letter of transmittal and the other related materials when they are available because they will contain important information. Shareholders may obtain free copies (when available) of the offer to purchase and other documents that will be filed by HCA with the Securities and Exchange Commission (the “SEC”) at the SEC’s web site at www.sec.gov or from the information agent, Georgeson Shareholder Communications, Inc., at (888) 264-7052. Shareholders are urged to read these materials carefully prior to making any decision with respect to the tender offer.

Cautionary Note Regarding Forward-looking Statements

      This press release contains forward-looking statements based on current management expectations, including statements regarding the Company’s objectives and expectations regarding the benefits that the tender offer may provide to the Company and its shareholders.

      Those forward-looking statements include all statements other than those made solely with respect to historical fact. Numerous risks, uncertainties and other factors may cause actual results to differ materially from those expressed in any forward-looking statements. These factors include, but are not limited to (i) the number of shares tendered and the price at which the Company determines to purchase shares in the tender offer, (ii) the availability and cost of adequate financing on terms acceptable to the Company, including the ability of the Company to successfully refinance its existing credit facility and to borrow approximately $2.5 billion pursuant to the terms and conditions of the Commitment Letters and on terms satisfactory to HCA, (iii) increases in the amount and risk of collectability of uninsured accounts and deductibles and co-pay amounts for insured accounts, (iv) the ability to achieve operating and financial targets and achieve expected levels of patient volumes and control the costs of providing services, (v) the highly competitive nature of the health care business, (vi) the continuing impact of the hurricanes on the Company’s Florida facilities and the ability to obtain recoveries under the Company’s insurance policies, (vii) the efforts of insurers, health care providers and others to contain health care costs, (viii) possible changes in the Medicare and Medicaid programs that may impact reimbursements to health care providers and insurers, (ix) the ability to attract and retain qualified management and personnel, including affiliated physicians, nurses and medical support personnel, (x) potential liabilities and other claims that may be asserted against the Company, (xi) fluctuations in the market value of the Company’s common stock, (xii) the impact of the Company’s charity care and self-pay discounting policy changes, (xiii) changes in accounting practices, (xiv) changes in general economic conditions, (xv) future divestitures which may result in charges, (xvi) changes in revenue mix and the ability to enter into and renew managed care provider arrangements on acceptable terms, (xvii) the availability and terms of capital to fund the expansion of the Company’s business, (xviii) changes in business strategy or development plans, (xix) delays in receiving payments for services provided, (xx) the possible enactment of Federal or state health care reform, (xxi) the outcome of pending and any future tax audits and litigation associated with the Company’s tax positions, (xxii) the outcome of the Company’s continuing efforts to monitor, maintain

and comply with appropriate laws, regulations, policies and procedures and the Company’s corporate integrity agreement with the government, (xxiii) changes in Federal, state or local regulations affecting the health care industry, (xxiv) the ability to successfully integrate the operations of Health Midwest, (xxv) the ability to develop and implement the payroll and human resources information system within the expected time and cost projections and, upon implementation, to realize the expected benefits and efficiencies, and (xxvi) other risk factors detailed in the Company’s filings with the SEC. Many of the factors that will determine the Company’s future results are beyond the ability of the Company to control or predict. In light of the significant uncertainties inherent in the forward-looking statements contained herein, readers should not place undue reliance on forward-looking statements, which reflect management’s views only as of the date hereof. The Company undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. Notwithstanding any statement in this press release, the safe harbor protections of the Private Securities Litigation Reform Act of 1995 do not apply to statements made in connection with a tender offer.

EX-99.A.1.D

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EX-99.A.1.E

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EX-99.A.1.F

EX-99.A.1.F FORM OF LETTER TO ESPP

EX-99.A.1.G

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EX-99.A.5.A

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EX-99.A.5.B

EXHIBIT (a)(5)(B)

[HCA LOGO] news

FOR IMMEDIATE RELEASE

Investor Contact:	Media Contact:
Mark Kimbrough	Jeff Prescott
(615) 344-2688	(615) 344-5708

HCA Previews Third Quarter Results
Quantifies Negative Impact from Hurricanes in Third Quarter
Announces $2.5 Billion Share Repurchase Authorization
Provides Earnings Guidance for 2005

Nashville, Tenn., October 13, 2004 – HCA (NYSE: HCA) expects its earnings for the third quarter ended September 30, 2004 to range from approximately $222 million to $232 million, or $0.46 to $0.48 per diluted share. The quarterly results include an estimated adverse financial impact from hurricanes Charley, Frances, Ivan and Jeanne of approximately $40 million or $0.05 per diluted share. Third quarter results also include an asset impairment charge of approximately $12 million, or $0.02 per diluted share, associated with the planned closure of San Jose Medical Center, San Jose, CA. In addition, the quarter’s operating results were adversely affected by a softness in net revenue primarily due to a decline in the growth rate of net revenue per equivalent admission and a continued decline in the collectability percentage of uninsured accounts receivable.

“HCA’s financial and property losses from the four hurricanes pale in comparison to the personal devastation experienced by millions of Florida residents,” stated Jack O. Bovender, Jr., Chairman and CEO of HCA. “Our HCA colleagues, medical staffs, and volunteers in our forty Florida hospitals displayed exceptional courage and dedication in the face of personal danger and loss. No words can adequately express our admiration for their efforts or our appreciation for all they have done.”

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Announcement of $2.5 Billion Share Repurchase

The Company also announced in a separate release this morning that the Board has approved a share repurchase of up to $2.5 billion in the form of a modified “Dutch” auction tender offer to purchase up to 61 million shares of the Company’s common stock at a price not greater than $41.00 nor less than $35.00 per share. The tender offer is expected to commence on October 13, 2004 and to expire, unless extended, at 12:00 midnight, New York City time, on November 10, 2004.

“The tender offer we are announcing today is consistent with the Company’s commitment to enhancing shareholder value and reflects our confidence in the long-term future of HCA,” stated Bovender. “The tender offer represents an opportunity for the Company to deliver value to shareholders who elect to tender their shares, while at the same time increasing the proportional ownership of non-tendering shareholders in HCA. We believe the Company possesses the financial strength to successfully complete the tender offer and the related borrowings without jeopardizing future capital investments in our existing hospitals and communities.”

“With the assistance of management and outside advisors, our Board has undertaken a review of the company’s strategic plan, its use of cash flows from operations for, among other things, capital expenditures, acquisitions, debt repayment, dividends and share repurchases, and a variety of alternatives for using the Company’s available financial resources. Based upon its review, the Board determined that increasing the Company’s financial leverage to fund the tender offer is a prudent use of our financial resources and an effective means of providing value to our shareholders,” concluded Bovender.

Preliminary Third Quarter Results

While the Company expects to report actual results for its third quarter on or about October 22, 2004, preliminary results indicate that net income per diluted share will range from $0.46 to $0.48 for the quarter ended September 30, 2004, compared to $0.61 per diluted share for the prior year’s third quarter.

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For the third quarter, the Company expects to report an increase in consolidated revenues of approximately 5.9 percent to $5.8 billion. Same facility admissions increased approximately 0.9 percent and same facility equivalent admissions increased approximately 1.1 percent in the third quarter.

Preliminary results indicate revenue per equivalent admission for the third quarter increased approximately 4.7 percent, as compared to the prior year’s third quarter. The Company’s Medicare outlier payments in the third quarter of 2004 were $36 million less than the prior year’s third quarter. For the six months ended June 30, 2004, revenue per equivalent admission had risen 5.7 percent compared to the same period of 2003. In the third quarter, revenue per equivalent admission growth was negatively impacted by a decreasing reimbursement from our managed care portfolio due to a shift in product mix to lower paying plans and a decreasing number of managed care patients, as well as movement of some uninsured patients into Medicaid.

The Company’s provision for doubtful accounts for the third quarter is expected to approximate $688 million or 11.9 percent of revenues, compared to $566 million or 10.3 percent of revenues in the prior year’s third quarter. The provision for doubtful accounts includes the results of the Company’s quarterly “hindsight” analysis and reflects continued deterioration of collectability of self-pay accounts receivable.

On a same facility basis, uninsured admissions increased approximately 7.2 percent and uninsured emergency room visits increased 11.4 percent in the third quarter of 2004, compared to the prior year’s third quarter. Uninsured admissions represented 4.9 percent of total same facility admissions in the third quarter compared to 4.6 percent in the third quarter of 2003 and uninsured emergency room visits presented 20.8 percent of total same facility emergency room visits in the quarter compared to 19.1 percent last year.

For the quarter, the Company expects to report salaries and benefits, as a percent of revenues, of 40.6 percent; supply costs of 16.7 percent; other operating expenses of 17.0 percent; gains on investments of $24 million and equity in earnings of affiliates of $49 million.

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Impact of Hurricanes on the Third Quarter

During the third quarter of 2004, virtually all of HCA’s 40 Florida hospitals and 28 surgery centers encountered disruption as the state coped with successive hurricanes Charley, Frances, Ivan and Jeanne. The effects of hurricane-related power outages, physician and patient dislocation due to evacuations, cancelled inpatient and outpatient surgeries, loss of ICU admissions/days, cancelled outpatient visits, employee assistance, preparation costs for facilities that were bracing for impact, transfers of patients between hospitals, and property damage and repairs are estimated to have cost the Company approximately $40 million or $0.05 per diluted share, net of estimated recoveries from its insurers of approximately $15 million. The Company is insured for property damage and business interruption with a 5 percent per location deductible and a $10 million overall corporate deductible.

The Company incurred direct costs, such as building repairs associated with the hurricanes, of approximately $38 million, ($20 million at two facilities: West Florida Hospital in Pensacola and Fawcett Memorial Hospital in Port Charlotte), business interruption of approximately $15 million and indirect costs such as employee assistance, meals, supplies and debris removal of approximately $2 million.

Hurricane Charley, which made landfall at Punta Gorda, FL, and impacted approximately 14 HCA hospitals, resulted in the Company’s 238-bed Fawcett Memorial Hospital, Port Charlotte, FL having to evacuate all patients and cease accepting new admissions for four days during the quarter, although the emergency room remained open. The hospital has had only limited capacity available due to damage to its third and fourth floors for much of August and September. Gulf Coast Hospital, a 120-bed hospital located in Fort Myers, FL, was closed on August 13 with extensive damage. Gulf Coast Hospital reopened on October 11, 2004.

Hurricane Frances’ path impacted approximately 32 of the Company’s hospitals in Florida and Georgia causing property damage, significant power outages and dislocation of medical staff and general population. The Company’s 101-bed Raulerson Hospital located in Okeechobee, FL was evacuated in advance of the hurricane due to concerns of potential flooding and was partially closed for approximately six days.

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Hurricane Ivan, the third storm to impact Florida and surrounding Alabama, Louisiana and Mississippi coasts, caused significant damage at the Company’s 531-bed West Florida Hospital, Pensacola, FL. The adjacent West Florida Medical Clinic, which housed approximately 94 physicians on the medical staff of West Florida Hospital, was totally devastated. The Company is working with the clinic staff in an effort to provide alternative physician office space until the clinic can be repaired. While Ivan’s path directly impacted only five HCA hospitals, operations were disrupted on the west coast of Florida, the panhandle of Florida, Louisiana, Georgia and Mississippi, due to the uncertainty of where the hurricane would make landfall.

Hurricane Jeanne, the latest hurricane to hit Florida, made landfall at Port St. Lucie on September 26, 2004. The storm’s path impacted approximately 17 of the Company’s hospitals. All of these hospitals continued to operate, although some on emergency generators. Many of the hospitals and physician office buildings received structural and water damage from the hurricane.

The Company’s 28 surgery centers located in Florida experienced disruption due to the storms as scheduled surgical procedures were postponed or canceled in anticipation of the hurricane’s impact. Following landfall of the hurricanes, power outages and property damage delayed the opening of many surgery centers. In the month of September, surgical volume for HCA’s Florida surgery centers decreased 13.2 percent to 6,484 surgeries compared to 7,468 surgeries in September 2003.

HCA’s Florida operations comprise approximately 25 percent of the Company’s revenue. Operating results for the Florida facilities during the month of September diminished as Florida prepared for the arrival and responded to the aftermath of the storms. September results for the Company’s Florida hospitals include a reduction in admissions of 0.3 percent as compared to the prior year’s September. For the eight months ended August 31, 2004, admissions in our Florida hospitals increased 2.8 percent. Florida hospital revenues totaled $462 million in September 2004 compared to $454 million in September 2003, an increase of only 1.8 percent. For the eight months ended August 31, 2004, our Florida hospitals revenues grew 8.9 percent.

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Revised 2004 and Initial 2005 Earnings Guidance

The Company now believes that its 2004 earnings will range from $2.40 to $2.45 per diluted share. Fourth quarter earnings are expected to approximate $0.52 to $0.57 per diluted share, which includes an estimated adverse financial impact of approximately $15 million, pretax, due to the effects of the recent hurricanes.

The Company’s newly issued earnings guidance for 2005 is an anticipated range of $2.75 to $2.90 per diluted share. Included in the guidance for 2005 is an estimated $0.14 to $0.21 per diluted share benefit from the $2.5 billion share repurchase (fewer shares outstanding partially offset by higher interest expense), which will vary depending on the final results of the tender offer. While the Company is unable to specifically estimate the longer-term impact of the hurricanes’ residual effects, the Company’s 2005 earnings guidance range reflects continuing physician dislocation and general economic disruption in some of its Florida markets and potential reduction in seasonal volumes.

Investor Conference Call Today

HCA will host a conference call for investors today at 9:00 am CDT (10:00 am EDT). The call in number is 888-525-6276. The replay number, available beginning at 1:00 pm CDT today until 12:00 midnight on October 16, is 888-203-1112, confirmation code 822588. Interested investors may also access a live audio broadcast of the call, via webcast. The broadcast will be available on a replay basis beginning this afternoon and through the next year. The webcast may be accessed at: http://www.firstcallevents.com/service/ajwz410275236gf12.html.

Final Third Quarter Results Expected October 22

The Company expects to report final results for the third quarter on or about October 22, 2004.

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This document is neither an offer to purchase nor a solicitation of an offer to sell shares of HCA’s common stock. The tender offer referred to herein is made only through an Offer to Purchase, a Letter of Transmittal and other related materials, as they may be amended or supplemented from time to time. Investors and security holders are strongly advised to read the Offer to Purchase, the Letter of Transmittal and other related materials because they

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contain important information. Investors and security holders may obtain a free copy of the Offer to Purchase, the Letter of Transmittal and other related materials on the SEC’s web site at: http://www.sec.gov. The Offer to Purchase, the Letter of Transmittal and other related materials may also be obtained for free by directing such requests to the Information Agent at the address and telephone number on the back cover of the Offer to Purchase.

This press release contains forward-looking statements based on current management expectations. Those forward-looking statements include all statements regarding our estimated results of operations for the third quarter ended September 30, 2004, which are subject to finalization, and in future periods and all statements other than those made solely with respect to historical fact. Numerous risks, uncertainties and other factors may cause actual results to differ materially from those expressed in any forward-looking statements. These factors include, but are not limited to (i) the number of shares tendered and the price at which the Company determines to purchase shares in the tender offer, (ii) availability and cost of adequate financing on terms acceptable to the Company, including the ability of the Company to successfully refinance its existing credit facility and to borrow approximately $2.5 billion pursuant to the terms and conditions of the commitment letters and on terms satisfactory to us, (iii) increases in the amount and risk of collectability of uninsured accounts and deductibles and co-pay amounts for insured accounts, (iv) the ability to achieve operating and financial targets and achieve expected levels of patient volumes and control the costs of providing services, (v) the highly competitive nature of the health care business, (vi) the continuing impact of the hurricanes on the Company’s Florida facilities and the ability to obtain recoveries under the Company’s insurance policies, (vii) the efforts of insurers, health care providers and others to contain health care costs, (viii) possible changes in the Medicare and Medicaid programs that may impact reimbursements to health care providers and insurers, (ix) the ability to attract and retain qualified management and personnel, including affiliated physicians, nurses and medical support personnel, (x) potential liabilities and other claims that may be asserted against the Company, (xi) fluctuations in the market value of the Company’s common stock, (xii) the impact of the Company’s charity care and self-pay discounting policy changes, (xiii) changes in accounting practices, (xiv) changes in general economic conditions, (xv) future divestitures which may result in charges, (xvi) changes in revenue mix and the ability to enter into and renew managed care provider arrangements on acceptable terms, (xvii) the availability and terms of capital to fund the

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expansion of the Company’s business, (xviii) changes in business strategy or development plans, (xix) delays in receiving payments for services provided, (xx) the possible enactment of Federal or state health care reform, (xxi) the outcome of pending and any future tax audits and litigation associated with the Company’s tax positions, (xxii) the outcome of the Company’s continuing efforts to monitor, maintain and comply with appropriate laws, regulations, policies and procedures and the Company’s corporate integrity agreement with the government, (xxiii) changes in Federal, state or local regulations affecting the health care industry, (xxiv) the ability to successfully integrate the operations of Health Midwest, (xxv) the ability to develop and implement the payroll and human resources information system within the expected time and cost projections and, upon implementation, to realize the expected benefits and efficiencies, and (xxvi) other risk factors detailed in the Company’s filings with the SEC. Many of the factors that will determine the Company’s future results are beyond the ability of the Company to control or predict. In light of the significant uncertainties inherent in the forward-looking statements contained herein, readers should not place undue reliance on forward-looking statements, which reflect management’s views only as of the date hereof. The Company undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

All references to “Company” and “HCA” as used throughout this document refer to HCA Inc. and its affiliates.

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EX-99.A.5.C

EXHIBIT (a)(5)(C)

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase, dated October 13, 2004, and the related Letter of Transmittal, and any amendments or supplements to the Offer to Purchase or Letter of Transmittal, which are being distributed to registered holders of Shares. The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares of common stock of the Company residing in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the laws of that jurisdiction. In any jurisdiction where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of HCA Inc. by Merrill Lynch, Pierce, Fenner & Smith Incorporated, the Lead Dealer Manager, and J.P. Morgan Securities Inc., the Dealer Manager, or by one or more registered brokers or dealers registered under that jurisdiction’s laws.

Notice of Offer to Purchase for Cash

Up to 61,000,000 Shares of its Common Stock

at a Purchase Price not greater than $41.00

nor less than $35.00 per Share

THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, NOVEMBER 10, 2004, UNLESS THE OFFER IS EXTENDED.

       HCA Inc., a Delaware corporation (the “Company”), is offering to purchase for cash up to 61,000,000 shares (or such lesser number of shares as are properly tendered and not properly withdrawn) of its common stock, par value $0.01 per share (the “Shares”), upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 13, 2004 (the “Offer to Purchase”), and in the related Letter of Transmittal (which together, as they may be amended and supplemented from time to time, constitute the “Offer”).

      The Company is inviting its shareholders to tender their Shares at prices specified by the tendering shareholders that are not greater than $41.00 nor less than $35.00 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions of the Offer. The Offer is not conditioned on any minimum number of Shares being tendered. The Offer is, however, subject to other conditions set forth in Section 7 of the Offer to Purchase and in the related Letter of Transmittal, including the refinancing of our existing credit facility and obtaining the necessary financing for the Offer pursuant to the terms and conditions contained in the Commitment Letters and on terms satisfactory to us (as defined in the Offer to Purchase).

      The Company’s Board of Directors has approved the Offer. However, neither the Company nor its Board of Directors, the Lead Dealer Manager, the Dealer Manager, Information Agent or Depositary (each as defined below) are making any recommendation to the Company’s shareholders as to whether to tender or refrain from tendering their Shares or as to the price or prices at which shareholders may choose to tender their Shares. Shareholders must make their own decision as to whether to tender their Shares and, if so, how many Shares to tender and the price or prices at which such Shares should be tendered. The Company’s directors and executive officers have advised HCA that they do not intend to tender Shares pursuant to the Offer.

      In accordance with Instruction 5 of the Letter of Transmittal, shareholders desiring to tender Shares must either (1) specify that they are willing to sell their Shares to the Company at the price determined in the Offer, or (2) specify the price, not greater than $41.00 nor less than $35.00 per Share, at which they are willing to sell their Shares to the Company in the Offer. Shareholders must follow the procedures set forth in Section 3 of the Offer to Purchase and in the Letter of Transmittal (or, in the case of shareholders tendering Shares held in an account under the Amended and Restated HCA Employee Stock Purchase Plan or the HCA 401(k) Plan, must follow the

procedures set forth in the “Letter to Participants in the Amended and Restated HCA Employee Stock Purchase Plan” and the “Letter to Participants in the HCA 401(k) Plan,” respectively).

      The Company will, upon the terms and subject to the conditions of the Offer, determine the price per Share, not greater than $41.00 nor less than $35.00 per Share, that it will pay for Shares properly tendered under the Offer, taking into account the number of Shares so tendered and the prices specified by tendering shareholders. The Company will select the lowest purchase price (the “Purchase Price”) that will allow it to purchase 61,000,000 Shares, or such lesser number of Shares as are properly tendered and not properly withdrawn pursuant to the Offer. All Shares properly tendered and not properly withdrawn prior to 12:00 Midnight, New York City time, on Wednesday, November 10, 2004 (the “Expiration Date,” unless the Company, in its sole discretion, extends the period of time during which the Offer will remain open, in which event the term “Expiration Date” shall refer to the latest time and date at which the Offer, as so extended by the Company, shall expire), at prices at or below the Purchase Price will be purchased at the Purchase Price, upon the terms and subject to the conditions of the Offer, including the “odd lot,” proration and conditional tender provisions.

      Under no circumstances will interest be paid on the Purchase Price for the Shares, regardless of any delay in making payment for the Shares. All Shares acquired in the Offer will be acquired at the same Purchase Price regardless of whether the shareholder selected a lower price. The Company reserves the right, in its sole discretion, to purchase more than 61,000,000 Shares under the Offer subject to certain limitations and legal requirements. For purposes of the Offer, the Company will be deemed to have accepted for payment (and therefore purchased) Shares properly tendered and not withdrawn, subject to the “odd lot,” proration and conditional tender provisions of the Offer, only when, as and if the Company gives oral or written notice to National City Bank, the Depositary of the Offer, of its acceptance for payment of such Shares under the Offer.

      Payment for Shares tendered and accepted for payment under the Offer will be made only after timely receipt by the Depositary of certificates for such Shares or a timely confirmation of a book-entry transfer of such Shares into the Depositary’s account at the “Book-Entry Transfer Facility” (as defined in the Offer to Purchase), a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile of the Letter of Transmittal), an Agent’s Message (as defined in the Offer to Purchase) in the case of a book-entry transfer, or the specific acknowledgement in the case of a tender through the Automated Tender Offer Program of the Book-Entry Transfer Facility (as defined in the Offer to Purchase) and any other documents required by the Letter of Transmittal.

      Upon the terms and subject to the conditions of the Offer, if at the Expiration Date more than 61,000,000 Shares (or such greater number of Shares as the Company may elect to purchase) are properly tendered at or below the Purchase Price and not withdrawn, the Company will purchase 61,000,000 Shares, such Shares to be purchased: first, from all of the Company’s holders of “odd lots” of less than 100 Shares (not including any Shares held in the Amended and Restated HCA Employee Stock Purchase Plan or the HCA 401(k) Plan, which will not have priority) who properly tender all of their Shares at or below the Purchase Price selected by the Company; second, after purchasing all Shares from the “odd lot” holders, from all other shareholders (including participants in the Amended and Restated HCA Employee Stock Purchase Plan and the HCA 401(k) Plan) who properly tender Shares at or below the Purchase Price selected by the Company, on a pro rata basis, subject to the conditional tender provisions described in Section 6 of the Offer to Purchase; and third, if necessary to permit the Company to purchase 61,000,000 Shares, to the extent feasible, by random lot out of Shares conditionally tendered (for which the condition was not initially satisfied) at or below the purchase price selected by the Company. To be eligible for purchase by random lot, shareholders whose Shares are conditionally tendered must have tendered all of their Shares. See Sections 1 and 6 of the Offer to Purchase.

      The Company expressly reserves the right, in its sole discretion, at any time and from time to time, to extend the period of time during which the Offer is open and thereby delay acceptance for payment of, and payment for, any Shares by giving oral or written notice of such extension to the Depositary and making a public announcement thereof no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. During any such extension, all Shares previously tendered and not properly withdrawn will remain subject to the Offer and to the right of a tendering shareholder to withdraw such shareholder’s Shares.

      Tenders of Shares under the Offer are irrevocable, except that tendered Shares may be withdrawn at any time prior to the Expiration Date and, unless previously accepted for payment by the Company under the Offer prior to

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such withdrawal, may also be withdrawn at any time after 12:00 Midnight, New York City time, on December 10, 2004. For withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover of the Offer to Purchase. Any such notice of withdrawal must specify the name of the tendering shareholder, the number of Shares to be withdrawn and the name of the registered holder of such Shares. If the certificates for Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, before the release of such certificates, the serial numbers shown on such certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an “Eligible Institution” (as defined in the Offer to Purchase), unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedure for book-entry transfer set forth in the Offer to Purchase, any notice of withdrawal also must specify the name and the number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares and must otherwise comply with such Book-Entry Transfer Facility’s procedures. All questions as to the form and validity of any notice of withdrawal, including the time of receipt, will be determined by the Company, in its sole discretion, whose determination will be final and binding. None of the Company, National City Bank, as the Depositary, Georgeson Shareholder Communications, Inc., as the Information Agent, Merrill Lynch & Co., as the Lead Dealer Manager, and JPMorgan, as the Dealer Manager, or any other person will be under any duty to give notification of any defects or irregularities in any tender or notice of withdrawal or incur any liability for failure to give any such notification.

      In certain circumstances, some tendering shareholders whose Shares are purchased in the Offer may be treated for U.S. federal tax purposes as having received an amount taxable as a distribution or dividend rather than as recognizing a capital gain or loss. Shareholders are strongly encouraged to read the Offer to Purchase for additional information regarding the U.S. federal tax consequences of participating in the Offer.

      The information required to be disclosed by Rule 13e-4(d)(1) under the Securities Exchange Act of 1934, as amended, is contained in the Offer to Purchase and is incorporated herein by reference.

      The Offer to Purchase and the related Letter of Transmittal are being mailed to record holders of Shares whose names appear on the Company’s shareholder list and will be furnished to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the shareholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of Shares.

      The Offer to Purchase and the related Letter of Transmittal contain important information. Shareholders should read them carefully before making any decision regarding the Offer.

      Any questions or requests for assistance may be directed to the Information Agent or the Lead Dealer Manager at the respective telephone numbers and addresses set forth below. Additional copies of the Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery may be obtained from the Information Agent at the address and telephone number set forth below and will be promptly furnished by the Company at its expense. Shareholders may also contact their broker, dealer, commercial bank, trust company or nominee for assistance concerning the Offer. To confirm delivery of Shares, shareholders are directed to contact the Depositary.

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The Information Agent for the Offer is:

17 State Street — 10th Floor

New York, NY 10004

Banks and Brokers Call (212) 440-9800

All others call Toll-Free (888) 264-7052

The Lead Dealer Manager For The Offer Is:

Merrill Lynch & Co.

4 World Financial Center
New York, New York 10080
Telephone: (609) 818-8000
Toll-Free: (866) 536-5503

October 13, 2004

4 EX-99.A.5.D 12 g91199exv99waw5wd.htm EX-99.A.5.D LETTER TO SHAREHOLDERS

EXHIBIT (a)(5)(D)

October 13, 2004

To Our Shareholders:

      HCA Inc. is offering to purchase up to 61,000,000 shares of our common stock from you, in each case at a price within the range of $41.00 to $35.00 per share, net to the seller in cash, without interest.

      Holders of common stock are invited to tender their shares to us through a procedure commonly referred to as a modified “Dutch” auction tender offer. This procedure allows you to select the price within the range of $41.00 and $35.00 per share at which you are willing to sell your shares to us. Our common stock was trading at $37.37 per share as of the close of the market on October 12, 2004, the day before we announced the offer.

      Based on the number of shares tendered and the prices specified by our shareholders, we will determine the lowest single per share price that will allow us to purchase up to 61,000,000 shares (or such lesser amount of shares as are properly tendered and not properly withdrawn). We will pay the selected price for all shares of common stock tendered at or below that price. All shares which you tender but which we do not purchase will be returned to you promptly after the expiration of the tender offer.

      If you tender your shares directly to National City Bank, the Depositary for the offer, you will not have to pay the brokerage fee that you would pay if you sold your shares on the open market. This opportunity to sell shares without paying any brokerage fee is valuable to smaller shareholders for whom such fees can be relatively high. We believe the offer also provides our larger shareholders (particularly those who, because of the size of their stockholdings, might not be able to sell their shares without potential disruption to the share price) with an opportunity to obtain liquidity with respect to all or a portion of their Shares, without potential disruption to the share price and the usual transaction costs associated with market sales.

      Any shareholder whose shares are properly tendered directly to National City Bank, the Depositary for the offer, and purchased in the offer will receive the net purchase price in cash, without interest, promptly after the expiration of the offer.

      Our Board of Directors, with the assistance of management and outside advisors, considered and approved the offer because it concluded that increasing the Company’s indebtedness to fund the tender offer is a prudent use of the Company’s financial resources and an effective means of providing value to the Company’s shareholders. However, neither we nor the Board of Directors, the Lead Dealer Manager (as defined below), the Dealer Manager, the Information Agent (as defined below) or the Depositary are making any recommendation to you as to whether to tender or refrain from tendering shares or as to the purchase price or prices at which you may choose to tender your shares. Our directors and executive officers have advised us that they do not intend to tender shares pursuant to the offer. You must make your own decision regarding whether to accept this offer and, if so, how many shares to tender and at what price.

      The offer is explained in detail in the enclosed Offer to Purchase and Letter of Transmittal. This letter is only a summary, and I encourage you to read these documents carefully before making any decision with respect to the offer. The instructions on how to tender shares are explained in detail in the accompanying materials.

      The offer will expire at 12:00 Midnight, New York City time, on Wednesday, November 10, 2004, unless we extend the offer. Questions and requests for assistance may be directed to Georgeson Shareholder Communications, Inc., our Information Agent, and Merrill, Lynch & Co., our Lead Dealer Manager, in each case at the telephone numbers and addresses set forth on the back cover of the Offer to Purchase. You may request additional copies of the Offer to Purchase and other Offer documents from the Information Agent at the telephone number and address on the back cover of the Offer to Purchase.

Very truly yours,

/s/ JACK O. BOVENDER, JR.

Jack O. Bovender, Jr.

Chief Executive Officer

EX-99.B.1 13 g91199exv99wbw1.htm EX-99.B.1 SENIOR CREDIT FACILITIES COMMITMENT LETTER

EXHIBIT (b)(1)

October 12, 2004

$2,250,000,000 Senior Credit Facilities

Commitment Letter

HCA Inc.
One Park Plaza
Nashville, Tennessee 37203

Attention:  David G. Anderson
Senior Vice President, Finance & Treasurer

Gentlemen:

     You have requested J.P. Morgan Securities Inc., (“JPMorgan”), and JPMorgan Chase Bank (“JPMCB”) to structure and arrange with HCA Inc., a Delaware corporation (the “Borrower”), the syndication of a $1,750,000,000 revolving credit facility and a $500,000,000 term loan facility (collectively, the “Facilities”) to be used for refinancing the existing outstandings under the Credit Agreement, dated as of April 30, 2001, among the Borrower, the Banks (as defined therein), the Co-Agents (as defined therein), the Senior Managing Agents (as defined therein), the Managing Agents (as defined therein), the Lead Managers (as defined therein) and the Agent (as defined therein) and for general corporate purposes (including but not limited to the redemption or purchase of outstanding securities of the Borrower), and for JPMCB to provide the entire amount of the Facilities.

     JPMorgan is pleased to advise you that it is willing to act as exclusive advisor, lead arranger and bookrunner for the Facilities.

     Furthermore, JPMCB is pleased to advise you of its commitment to provide the entire amount of the Facilities upon the terms and subject to the conditions set forth or referred to in this commitment letter (the “Commitment Letter”) and in the Statement of Terms and Conditions relating to the Facilities attached hereto as Exhibit A (the “Term Sheet”). It is agreed that JPMorgan will act as the sole and exclusive advisor, lead arranger and bookrunner, and that JPMCB will act as the sole and exclusive administrative agent, for the Facilities, and each will, in such capacities, perform the duties and exercise the authority customarily performed and exercised by it in such roles.

     JPMCB intends to syndicate the Facilities to a group of financial institutions identified by JPMCB and JPMorgan, in consultation with you (together with JPMCB, the “Lenders”), and to commence such syndication efforts promptly.

     We intend to syndicate the Facilities to the Lenders identified by us in consultation with you. You agree to participate with JPMorgan in arranging the syndicate and, in connection therewith, to provide JPMorgan and the other Lenders, promptly upon request, with all information reasonably deemed necessary by them and reasonably available to you to complete the syndication successfully. At the request of JPMorgan, you agree to assist in the preparation of an information package and presentation. You agree to coordinate any other financing by you and your affiliates with the syndication of the Facilities. You further agree to make appropriate officers and representatives of the Borrower and its subsidiaries available to participate in information meetings for potential syndicate members and participants at such times and places as JPMorgan may reasonably request. You will use your good faith efforts to enable the syndication to benefit from your existing banking relationships. Except as otherwise agreed to among the parties hereto, you agree that no Lender will receive any compensation of any kind for its participation in the Facilities, except as expressly provided for in this letter or in the Fee Letter referred to below.

     You represent and warrant that (a) all information (other than information described in the following clause (b)), taken as a whole, which has been or is hereafter made available to JPMCB by you or any of your representatives in connection with the transactions contemplated hereby is and will be complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made and (b) all financial projections, financial statements or other materials describing the structure of the proposed transactions that have been or are hereafter prepared by you and made available to JPMCB or any other participant in the Facilities have been or will be prepared in good faith based upon assumptions reasonably believed by the Borrower to be reasonable (it being understood that projections are subject to significant uncertainties and contingencies, many of which are beyond your control, and that no assurance is or can be given that any projections will be realized). In arranging and syndicating the Facilities, JPMCB will be using and relying on such information and projections without independent verification thereof.

     JPMCB’s commitment to provide, and JPMorgan’s agreement to arrange for the syndication of, the Facilities is based upon (i) the assumption that there shall not have occurred or become known to us after the date hereof any condition or change in the financial condition of the Borrower and its subsidiaries taken as a whole that is material and adverse, (ii) our not becoming aware after the date hereof of any information or other matter affecting the Borrower and its subsidiaries taken as a whole that is material and adverse and is inconsistent with any such information or other matter disclosed to us prior to the date hereof and (iii) the other conditions set forth or referred to in the Term Sheet. For the avoidance of doubt, our knowledge as of the date hereof shall include information and other matters contained in filings by the Borrower with the Securities and Exchange Commission prior to the date hereof.

     The documentation for the Facilities shall be negotiated by and among JPMorgan, JPMCB and you and contain the terms and conditions set forth in the Term Sheet and such other

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related terms and conditions as shall be reasonably satisfactory in all respects to JPMorgan, JPMCB and you.

     The reasonable out-of-pocket costs and expenses of JPMorgan and JPMCB (including, without limitation, the reasonable fees and expenses of counsel to JPMCB and JPMorgan’s syndication and other reasonable out-of-pocket expenses) arising in connection with the preparation, execution and delivery of this letter and the definitive financing agreements shall be for your account. You further agree to indemnify and hold harmless JPMCB and each director, officer, employee, affiliate and agent thereof (each, an “Indemnified Person”) against, and to reimburse each Indemnified Person, upon its demand, for, any losses, claims, damages, liabilities or other expenses (“Losses”) to which such Indemnified Person may become subject insofar as such Losses arise out of or in any way relate to or result from this letter, the syndication and financing contemplated hereby, including, without limitation, Losses consisting of reasonable legal or other expenses incurred in connection with investigating, defending or participating in any legal proceeding relating to any of the foregoing (whether or not such Indemnified Person is a party thereto); provided that the foregoing will not apply to any Losses to the extent they result from the gross negligence, bad faith or willful misconduct of such Indemnified Person. Your obligations under this paragraph with respect to periods prior to termination shall remain effective whether or not definitive financing documentation is executed and notwithstanding any termination of this letter. No Indemnified Person shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the Facilities.

     You acknowledge that JPMorgan and its affiliates (the term “JPMorgan” as used below in this paragraph being understood to include such affiliates) may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which you may have conflicting interests. JPMorgan will not use non-public or confidential information obtained from you by virtue of this transaction or its other relationships with you in connection with the performance by JPMorgan of services for other companies, and JPMorgan will not furnish any such information to other companies. You also acknowledge that JPMorgan has no obligation to use in connection with this transaction, or to furnish to you, non-public or confidential information obtained from other companies.

     This letter shall not be assignable by you without the prior written consent of JPMorgan and JPMCB (and any purported assignment without such consent shall be null and void), is intended to be solely for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto and the Indemnified Persons. JPMorgan and JPMCB may share information obtained in connection with this letter with their affiliates, and each may perform its agreements or fulfill its commitment hereunder in conjunction with such affiliates. Any such affiliate shall be entitled to the benefits and be subject to the terms of this letter. This letter may not be amended or waived except by an instrument in writing signed by you, JPMorgan and JPMCB. This letter may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this letter by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

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     The provisions of this letter are supplemented as set forth in a separate fee letter dated the date hereof from us to you (the “Fee Letter”) and are subject to the terms of such Fee Letter. By executing this letter, you acknowledge that this letter and the Fee Letter are the only agreements among JPMorgan, JPMCB and you with respect to the Facilities at this time and set forth the entire understanding of the parties with respect thereto. Neither this letter nor the Fee Letter may be changed except pursuant to a writing signed by each of the parties hereto. This letter shall be governed by, and construed in accordance with, the laws of the State of New York.

     This letter is delivered to you on the understanding that neither this letter, the Fee Letter nor any of their terms or substance shall be disclosed by you, directly or indirectly, to any other person without the prior written consent of JPMorgan or JPMCB except (i) to your employees, agents and advisors who are directly involved in the consideration of this matter, (ii) after your acceptance hereof, this letter and its terms and conditions may be disclosed in filings with the Securities and Exchange Commission and other applicable regulatory authorities and stock exchanges, in proxy and other materials disseminated to stockholders and in connection with any rating agency review (it being understood that you will not disclose the Fee Letter pursuant to this clause (ii)) or (iii) with notice to JPMorgan or JPMCB, as may be compelled to be disclosed in a judicial or administrative proceeding or as otherwise required by law, rule or regulation. Notwithstanding the foregoing, you may issue a press release or make other public disclosures of the existence and aggregate amount of the commitments hereunder.

     If you are in agreement with the foregoing, please sign and return to us the enclosed copies of this letter and the Fee Letter by 5:00 P.M., New York City time, on October 13, 2004. This letter, and the commitments and agreements contained herein, will terminate on November 22, 2004, unless extended or unless definitive documentation with respect to the Facilities has been executed and delivered. It is understood and acknowledged that this letter and the Fee Letter remain subject to approval by your Board of Directors.

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     We appreciate your working with us on this transaction and look forward to its successful completion.

Very truly yours, J.P. MORGAN SECURITIES INC.
By:	/s/ Andrew T. Brode
	Name:	Andrew T. Brode
	Title:	Vice President

JPMORGAN CHASE BANK
By:	/s/ Dawn Lee Lum
	Name:	Dawn Lee Lum
	Title:	Vice President

Accepted and agreed to as of
the date first written above:

HCA INC.
By:	/s/ Keith M. Giger
		Name: Keith M. Giger
		Title: Vice President-Finance

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Exhibit A

HCA INC.

$2,250,000,000 Senior Credit Facilities

Statement of Terms and Conditions

BORROWER:	HCA Inc., a Delaware corporation (the “Borrower”).
AMOUNT AND TYPE OF FACILITIES:	Five-year revolving credit facility (the “Revolving Facility”) in the amount of $1,750,000,000.
	Five-year term loan facility (the “Term Loan Facility”; together with the Revolving Facility, the “Facilities”) in an aggregate principal amount of $500,000,000. The Term Loan Facility shall be repayable in 16 consecutive quarterly installments, commencing on March 31, 2006 and ending on the date that is five years after the Closing Date, in an aggregate amount for each 12-month period set forth below equal to the amount set forth opposite such period (with installments during each such period being equal in amount):

Period	Principal Amount
Year 1		—
Year 2	$	50,000,000
Year 3	$	75,000,000
Year 4	$	125,000,000
Year 5	$	250,000,000

PURPOSE:	For refinancing the existing outstandings under the Credit Agreement (the “Existing Credit Agreement”), dated as of April 30, 2001, among the Borrower, the Banks (as defined therein), the Co-Agents (as defined therein), the Senior Managing Agents (as defined therein), the Managing Agents (as defined therein), the Lead Managers (as defined therein) and the Agent (as defined therein), and for general corporate purposes (including but not limited to the redemption or purchase of outstanding securities of the Borrower).
SOLE ADVISOR, LEAD ARRANGER AND BOOKRUNNER:	JPMorgan Securities Inc. (“JPMorgan”)
ADMINISTRATIVE AGENT:	JPMorgan Chase Bank (“JPMCB”).

LENDERS:	A syndicate of banks and other financial institutions including JPMCB, arranged by JPMorgan (collectively, the “Lenders”).
AVAILABILITY:	The proceeds of the Term Loan Facility will be advanced in a single drawing on the Closing Date. The Revolving Facility shall be available on a revolving basis during the period commencing on the Closing Date and ending on the fifth anniversary thereof (the “Revolving Termination Date”).
LETTERS OF CREDIT:	A portion of the Revolving Facility not in excess of $250,000,000 shall be available for the issuance of letters of credit (the “Letters of Credit”) by JPMCB (in such capacity, the “Issuing Lender”). No Letter of Credit shall have an expiration date after the earlier of (a) one year after the date of issuance and (b) five business days prior to the Revolving Termination Date, provided that any Letter of Credit with a one-year tenor may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (b) above).
	Drawings under any Letter of Credit shall be reimbursed by the Borrower (whether with its own funds or with the proceeds of Revolving Loans) on the next succeeding business day following notice to the Borrower of such drawing. To the extent that the Borrower does not so reimburse the Issuing Lender, the Lenders under the Revolving Facility shall be irrevocably and unconditionally obligated to reimburse the Issuing Lender on a pro rata basis.
COMPETITIVE LOANS:	The Borrower shall have the option to request that the Lenders bid for loans (“Competitive Loans”) bearing interest at a stated rate or a margin over the eurodollar rate, with specified maturities ranging from 7 to 360 days. Each Lender shall have the right, but not the obligation, to submit bids at its discretion. The Borrower, by notice given four business days in advance in the case of eurodollar rate bids and one business day in advance in the case of stated rate bids, shall specify the proposed date of borrowing, the interest period, the amount of the Competitive Loan and the maturity date thereof, the interest rate basis to be used by the Lenders in bidding and such other terms as the Borrower may specify. The Agent shall advise the Lenders of the terms of the Borrower’s notice, and, subject to acceptance by the Borrower, bids shall be allocated to each Lender in ascending order from the lowest bid to the highest bid acceptable to the Borrower. While Competitive Loans are outstanding, the available commitments under the Revolving Facility shall be reduced by the aggregate amount of such outstanding Competitive Loans.

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FEES AND INTEREST RATES:	As set forth on Annex I.
NOTICE OF BORROWING:	The Borrower must provide notice to the Agent prior to any proposed borrowing under the Facilities as follows:
	Eurodollar Loans: three business days
	ABR Loans: same business day
OPTIONAL PREPAYMENTS:	ABR Loans may be prepaid at any time without penalty. Eurodollar Loans may be prepaid on the last day of the relevant interest period or at any time, subject to “breakage cost” reimbursement. Partial prepayments of Loans shall be in minimum amounts of $5,000,000 or a whole multiple of $1,000,000 in excess thereof.
RESERVE REQUIREMENTS; YIELD PROTECTION:	The rate quoted as Eurodollar Rate will be grossed-up for the maximum reserve requirements then in effect for eurocurrency liabilities. In addition, the definitive financing agreement will contain customary provisions relating to increased costs, capital adequacy protection, withholding and other taxes and illegality. Such provisions will be substantially similar to those set forth in the Existing Credit Agreement.
REPRESENTATIONS AND WARRANTIES; CONDITIONS PRECEDENT; AFFIRMATIVE AND NEGATIVE COVENANTS; EVENTS OF DEFAULT:	Substantially similar to those set forth in the Existing Credit Agreement except that the ratio of consolidated total debt to consolidated total capitalization will be mutually agreed.
CONDITIONS PRECEDENT:	The availability of the Facilities will be conditioned upon conditions substantially similar to those in the Existing Credit Agreement and satisfaction of the following conditions precedent as of the Closing Date:

(a) The Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that the Existing Credit Agreement shall have been terminated (other than any outstanding letters of credit which will roll over into the new facility); and

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(b) A minimum long-term unsecured debt rating for the Borrower from S&P and Moody’s of at least BB+ and Ba2, respectively (with a stable outlook).

ASSIGNMENTS AND PARTICIPATIONS:	The Borrower may not assign its rights or obligations under the Facilities without the prior written consent of the Lenders.
	The Lenders shall be permitted to sell participations in loans, notes and commitments; provided that, such Lender’s obligations under the Facilities shall remain unchanged. Participations shall be subject to further qualifications substantially similar to those in the Existing Credit Agreement.
	The Lenders shall be permitted to assign all or any part of their respective rights or obligations (or Notes, if applicable) under the facilities; provided that, in the case of an assignment to a bank which is not a Lender or an affiliate of a Lender, such assignment is subject to the consent of both the Borrower (unless an Event of Default has occurred and is continuing) and the Agent (which consent shall not be unreasonably withheld); and provided further that, in the case of assignment to bank which is not a Lender or an affiliate of a Lender, (i) such assignment is subject to a minimum amount of $2,500,000 or such lesser amount as may be agreed upon by the Borrower and the Agent and (ii) the transferor Lender shall retain a minimum Commitment after giving effect to such assignment of $5,000,000 or such lesser amount as may be agreed upon by the Borrower and the Agent. Assignees will have all the rights and obligations of the assignor Lender. Each assignment will be subject to the payment of a service fee payable by the assignee and/or the assignor to the Agent. The voting rights for participants will be limited to changes in amount, tenor and rate.
EXPENSES:	All reasonable legal, syndication, and out-of-pocket expenses of JPMorgan, JPMCB and their counsel, Simpson Thacher & Bartlett LLP, are for the account of the Borrower.
CLOSING DATE:	The date on which the definitive agreements have been executed and delivered and the proceeds of the Term Loan Facility have been advanced to or for the account of the Borrower, which is expected to be not later than November 19, 2004.
GOVERNING LAW:	State of New York.

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ANNEX I

INTEREST AND CERTAIN FEES

Interest Rate Options:	The Borrower may elect that the Loans (other than Competitive Loans) comprising each borrowing bear interest at a rate per annum equal to (i) the ABR plus the Applicable Margin or (ii) the Eurodollar Rate plus the Applicable Margin.
	As used herein:
	“ABR” means the highest of (i) the rate of interest publicly announced by JPMCB as its prime rate in effect at its principal office in New York City (the “Prime Rate”), (ii) the secondary market rate for three-month certificates of deposit (adjusted for statutory reserve requirements) plus 1% and (iii) the federal funds effective rate from time to time plus 0.5%.
	“Applicable Margin” means a percentage determined in accordance with the pricing grid attached hereto as Annex I-A.
	“Eurodollar Rate” means the rate (adjusted for statutory reserve requirements for eurocurrency liabilities) for eurodollar deposits for a period equal to one, two, three or six months (as selected by the Borrower) (or nine or twelve months with the consent of the Lenders) appearing on Page 3750 of the Telerate screen.
Interest Payment Dates:	In the case of Loans bearing interest based upon the ABR (“ABR Loans”), quarterly in arrears.
	In the case of Loans bearing interest based upon the Eurodollar Rate (“Eurodollar Loans”), on the last day of each relevant interest period and, in the case of any interest period longer than three months, on each successive date three months after the first day of such interest period.
Facility Fees:	The Borrower shall pay a facility fee calculated at a rate per annum determined in accordance with the pricing grid attached hereto as Annex I-A on the average daily total Revolving Facility, payable quarterly in arrears.
Letter of Credit Fees:	The Borrower shall pay a fee on all outstanding Letters of Credit at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Loans under the Revolving Facility on the face amount of each such Letter of Credit. Such fee shall be shared ratably among the

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	Lenders participating in the Revolving Facility and shall be payable quarterly in arrears.
	A fronting fee equal to 0.125% per annum on the face amount of each Letter of Credit shall be payable quarterly in arrears to the Issuing Lender for its own account. In addition, customary administrative, issuance, amendment, payment and negotiation charges shall be payable to the Issuing Lender for its own account.
Default Rate:	At any time when the Borrower is in default in the payment of any amount of principal due under the Facilities, any such amount shall bear interest at 2% above the rate otherwise applicable thereto. Any overdue interest or other amount payable shall bear interest at 2% above the rate applicable to ABR Loans, in each case from the date of such non-payment until paid in full.
Rate and Fee Basis:	All per annum rates shall be calculated on the basis of a year of 360 days (or 365/366 days, in the case of ABR Loans the interest rate on which is then based on the Prime Rate) for actual days elapsed.

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ANNEX I-A

PRICING GRID

Revolving Facility

	Level I			Level II			Level III			Level IV			Level V
Applicable Margin:
ABR Loans		0.000	%		0.000	%		0.000	%		0.000	%		0.000	%
Eurodollar Loans		0.400	%		0.500	%		0.600	%		0.800	%		1.000	%
Applicable Margin for Facility Fee:		0.100	%		0.125	%		0.150	%		0.200	%		0.250	%

Term Loan Facility

	Level I			Level II			Level III			Level IV			Level V
Applicable Margin:
ABR Loans		0.000	%		0.000	%		0.000	%		0.000	%		0.250	%
Eurodollar Loans		0.500	%		0.625	%		0.750	%		1.000	%		1.250	%

     The Applicable Margin shall not be less than that for Level IV or, if Level V otherwise would be applicable, then that for Level V, for the period beginning on the Closing Date and ending on the date that is six months after the Closing Date.

     Level I Period: any period during which the publicly announced ratings by S&P and Moody’s of the then current senior unsecured, non-credit enhanced, long-term indebtedness of the Borrower that has been publicly issued are BBB+ or better and Baa1 or better, respectively.

     Level II Period: any period during which the publicly announced ratings by S&P and Moody’s of the then current senior unsecured, non-credit enhanced, long-term indebtedness of the Borrower that has been publicly issued are BBB and Baa2, respectively.

     Level III Period: any period during which the publicly announced ratings by S&P and Moody’s of the then current senior unsecured, non-credit enhanced, long-term indebtedness of the Borrower that has been publicly issued are BBB- and Baa3, respectively.

     Level IV Period: any period during which the publicly announced ratings by S&P and Moody’s of the then current senior unsecured, non-credit enhanced, long-term indebtedness of the Borrower that has been publicly issued are BB+ and Ba1, respectively.

     Level V Period: any period during which the publicly announced ratings by S&P and Moody’s of the then current senior unsecured, non-credit enhanced, long-term indebtedness of

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the Borrower that has been publicly issued is equal to or below BB or unrated and equal to or below Ba2 or unrated, as the case may be.

provided, that if on any day the ratings by S&P and Moody’s do not coincide for any rating category and the Level differential is (x) one level, then the higher rating will be the applicable Level; (y) two or more levels, the Level that is one level higher than the lowest rating will be the applicable Level.

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EX-99.A.5.D

exv99waw5wd

EX-99.B.1

exv99wbw1

EX-99.B.2

EXHIBIT (b)(2)

J.P. MORGAN SECURITIES INC.
JPMORGAN CHASE BANK
270 Park Avenue
New York, New York 10017 MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
MERRILL LYNCH CAPITAL CORPORATION
4 World Financial Center
New York, New York 10080

October 12, 2004

$1,500,000,000 Senior Credit Facility

Commitment Letter

HCA Inc.
One Park Plaza
Nashville, Tennessee 37203

Attention: David G. Anderson
Senior Vice President, Finance & Treasurer

Gentlemen:

     You have requested J.P. Morgan Securities Inc., (“JPMorgan”) and Merrill Lynch & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (collectively, “ML”; together with JPMorgan, the “Arrangers”) and JPMorgan Chase Bank (“JPMCB”) and Merrill Lynch Capital Corporation (“Merrill”; together with JPMCB, the “Agents”) to structure and arrange with HCA Inc., a Delaware corporation (the “Borrower”), a term loan facility of up to $1,500,000,000 (the “Facility”) to be used to finance a share repurchase of up to $2,501,000,000 of the Borrower’s outstanding shares in a tender offer (the “Transaction”) and related fees, costs and expenses, and JPMCB and Merrill, together, to provide the entire amount of the Facility. References herein to the “Transaction” shall include the financings described herein and all other transactions related to the Transaction.

     JPMorgan and ML are pleased to advise you that they are willing to act as joint lead arrangers and joint bookrunners for the Facility and each of JPMCB and Merrill are pleased to advise you of its several commitment to provide one-half of the entire amount of the Facility upon the terms and subject to the conditions set forth or referred to in this commitment letter (this “Commitment Letter”) and in the Statement of Terms and Conditions relating to the Facility attached hereto as Exhibit A (the “Term Sheet”).

     JPMCB and Merrill reserve the right, up until or after the close of this Facility, to syndicate the Facility to a group of financial institutions identified by JPMorgan, JPMCB, ML and Merrill, in consultation with you (together with JPMCB and Merrill, the “Lenders”). It is agreed that JPMorgan and ML will act as joint lead arrangers and joint bookrunners, and that JPMCB will act as the sole and exclusive administrative agent, for the Facility, and each will, in such capacities, perform the duties and exercise the authority customarily performed and exercised by it in such roles.

     We may syndicate the Facility to certain Lenders identified by us in consultation with you. You agree to participate with JPMorgan and ML in arranging the syndicate and, in connection therewith, to provide JPMorgan and ML and the other Lenders, promptly upon request, with all information reasonably deemed necessary by them and reasonably available to you to complete the syndication successfully. At the request of JPMorgan and ML, you agree to assist in the preparation of an information package and presentation. You agree to coordinate any other financing by you and your affiliates with the syndication of the Facility. You further agree to make appropriate officers and representatives of the Borrower and its subsidiaries available to participate in information meetings for potential syndicate members and participants at such times and places as JPMorgan and ML may reasonably request. You will use your good faith efforts to enable the syndication to benefit from your existing banking relationships. Except as otherwise agreed to among the parties hereto, you agree that no Lender will receive any compensation of any kind for its participation in the Facility, except as expressly provided for in this letter or in the Fee Letter referred to below.

     You represent and warrant that (a) all information (other than information described in the following clause (b)), taken as a whole, which has been or is hereafter made available to JPMCB and Merrill by you or any of your representatives in connection with the transactions contemplated hereby is and will be complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made and (b) all financial projections, financial statements or other materials describing the structure of the proposed transactions that have been or are hereafter prepared by you and made available to JPMCB, Merrill or any other participant in the Facility have been or will be prepared in good faith based upon assumptions reasonably believed by the Borrower to be reasonable (it being understood that projections are subject to significant uncertainties and contingencies, many of which are beyond your control, and that no assurance is or can be given that any projections will be realized). In arranging and syndicating the Facility, JPMCB and Merrill will be using and relying on such information and projections without independent verification thereof.

     JPMCB’s and Merrill’s commitment to provide, and JPMorgan’s and ML’s agreement to arrange for the syndication of, the Facility is based upon (i) the assumption that there shall not have occurred or become known to us after the date hereof any condition or change in the financial condition of the Borrower and its subsidiaries taken as a whole that is material and adverse, (ii) our not becoming aware after the date hereof of any information or other matter affecting the Borrower and its subsidiaries taken as a whole that is material and adverse and is inconsistent with any such information or other matter disclosed to us prior to the date hereof and (iii) the other conditions set forth or referred to in the Term Sheet. For the avoidance of doubt, our knowledge as of the date hereof shall include information and other

2

matters contained in filings by the Borrower with the Securities and Exchange Commission prior to the date hereof.

     The documentation for the Facility shall be negotiated by and among JPMorgan, JPMCB, ML, Merrill and you and contain the terms and conditions set forth in the Term Sheet and such other related terms and conditions as shall be reasonably satisfactory in all respects to JPMorgan, JPMCB, ML, Merrill and you.

     The reasonable out-of-pocket costs and expenses of JPMorgan, JPMCB, ML and Merrill (including, without limitation, the reasonable fees and expenses of counsel to JPMCB, JPMorgan, ML and Merrill’s syndication and other reasonable out-of-pocket expenses) arising in connection with the preparation, execution and delivery of this letter and the definitive financing agreements shall be for your account. You further agree to indemnify and hold harmless JPMCB and Merrill and each director, officer, employee, affiliate and agent thereof (each, an “Indemnified Person”) against, and to reimburse each Indemnified Person, upon its demand, for, any losses, claims, damages, liabilities or other expenses (“Losses”) to which such Indemnified Person may become subject insofar as such Losses arise out of or in any way relate to or result from this letter, the syndication and financing contemplated hereby, including, without limitation, Losses consisting of reasonable legal or other expenses incurred in connection with investigating, defending or participating in any legal proceeding relating to any of the foregoing (whether or not such Indemnified Person is a party thereto); provided that the foregoing will not apply to any Losses to the extent they result from the gross negligence, bad faith or willful misconduct of such Indemnified Person. Your obligations under this paragraph with respect to periods prior to termination shall remain effective whether or not definitive financing documentation is executed and notwithstanding any termination of this letter. No Indemnified Person shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the Facility.

     You acknowledge that JPMorgan and its affiliates and ML and its affiliates (the terms “JPMorgan” and “ML” as used below in this paragraph being understood to include such affiliates) may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which you may have conflicting interests. JPMorgan and ML will not use non-public or confidential information obtained from you by virtue of this transaction or its other relationships with you in connection with the performance by JPMorgan and ML of services for other companies, and JPMorgan and ML will not furnish any such information to other companies. You also acknowledge that JPMorgan and ML have no obligation to use in connection with this transaction, or to furnish to you, non-public or confidential information obtained from other companies.

     This letter shall not be assignable by you without the prior written consent of JPMorgan, JPMCB, ML and Merrill (and any purported assignment without such consent shall be null and void), is intended to be solely for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto and the Indemnified Persons. JPMorgan, JPMCB, ML and Merrill may share information obtained in connection with this letter with their affiliates, and each may perform its agreements or fulfill its commitment hereunder in conjunction with such affiliates. Any such affiliate shall

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be entitled to the benefits and be subject to the terms of this letter. This letter may not be amended or waived except by an instrument in writing signed by you, JPMorgan, JPMCB, ML and Merrill. This letter may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this letter by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

     The provisions of this letter are supplemented as set forth in a separate fee letter dated the date hereof from us to you (the “Fee Letter”) and are subject to the terms of such Fee Letter. By executing this letter, you acknowledge that this letter and the Fee Letter are the only agreements among JPMorgan, JPMCB, ML, Merrill and you with respect to the Facility at this time and set forth the entire understanding of the parties with respect thereto. Neither this letter nor the Fee Letter may be changed except pursuant to a writing signed by each of the parties hereto. This letter shall be governed by, and construed in accordance with, the laws of the State of New York.

     This letter is delivered to you on the understanding that neither this letter, the Fee Letter nor any of their terms or substance shall be disclosed by you, directly or indirectly, to any other person without the prior written consent of JPMorgan, JPMCB, ML or Merrill except (i) to your employees, agents and advisors who are directly involved in the consideration of this matter, (ii) after your acceptance hereof, this letter and its terms and conditions may be disclosed in filings with the Securities and Exchange Commission and other applicable regulatory authorities and stock exchanges, in proxy and other materials disseminated to stockholders and in connection with any rating agency review (it being understood that you will not disclose the Fee Letter pursuant to this clause (ii)) or (iii) with notice to JPMorgan, JPMCB, ML or Merrill, as may be compelled to be disclosed in a judicial or administrative proceeding or as otherwise required by law, rule or regulation. Notwithstanding the foregoing, you may issue a press release or make other public disclosures of the existence and aggregate amount of the commitments hereunder.

     If you are in agreement with the foregoing, please sign and return to us the enclosed copies of this letter and the Fee Letter by 5:00 P.M., New York City time, on October 13, 2004. This letter, and the commitments and agreements contained herein, will terminate on November 22, 2004, unless extended or unless definitive documentation with respect to the Facility has been executed and delivered. It is understood and acknowledged that this letter and the Fee Letter remain subject to approval by your Board of Directors.

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     We appreciate your working with us on this transaction and look forward to its successful completion.

	Very truly yours,
	J.P. MORGAN SECURITIES INC.
	By: /s/ Andrew T. Brode
	Name: Andrew T. Brode
	Title: Vice President
	JPMORGAN CHASE BANK
	By: /s/ Dawn Lee Lum
	Name: Dawn Lee Lum
	Title: Vice President
	MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
	By: /s/ Sarang Gadkari
	Name: Sarang Gadkari
	Title: Director
	MERRILL LYNCH CAPITAL CORPORATION
	By: /s/ Sarang Gadkari
	Name: Sarang Gadkari
	Title: Vice President
Accepted and agreed to as of the date first written above:
HCA INC.
By: /s/ Keith M. Giger
Name: Keith M. Giger
Title: Vice President-Finance

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Exhibit A

HCA INC.

$1,500,000,000 Senior Credit Facility

Statement of Terms and Conditions

BORROWER:	HCA Inc., a Delaware corporation (the “Borrower”).
AMOUNT AND TYPE OF FACILITY:	Six-month term loan facility (the “Term Loan Facility”) in an aggregate principal amount of up to $1,500,000,000. The Term Loan Facility shall be repayable in full and will end on the date that is six months after the Closing Date (as defined below).
PURPOSE:	For financing a share repurchase of up to $2,501,000,000 of the Borrower’s outstanding shares in a tender offer (the “Tender Offer”) and related fees, costs and expenses.
JOINT LEAD ARRANGERS AND JOINT BOOKRUNNERS:	JPMorgan Securities Inc. (“JPMorgan”) and Merrill Lynch & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (collectively, “ML”; and together with JPMorgan, the “Arrangers”).
ADMINISTRATIVE AGENT:	JPMorgan Chase Bank (“JPMCB”).
SYNDICATION AGENT:	Merrill Lynch Capital Corporation (“Merrill”).
LENDERS:	A syndicate of banks and other financial institutions including JPMCB and Merrill, arranged by the Arrangers in consultation with the Borrower (collectively, the “Lenders”).
AVAILABILITY:	The proceeds of the Term Loan Facility will be advanced in a single drawing on the Closing Date.
FEES AND INTEREST RATES:	As set forth on Annex I.
OPTIONAL PREPAYMENTS:	ABR Loans may be prepaid at any time without penalty. Eurodollar Loans may be prepaid on the last day of the relevant interest period or at any time, subject to “breakage cost” reimbursement.

MANDATORY PREPAYMENTS:	Mandatory prepayments customary in bridge facilities including, upon (i) issuance of debt or equity in the capital markets, subject to certain exceptions to be agreed upon and (ii) asset sales in an amount to be agreed upon.
RESERVE REQUIREMENTS; YIELD PROTECTION:	The rate quoted as Eurodollar Rate will be grossed-up for the maximum reserve requirements then in effect for eurocurrency liabilities. In addition, the definitive financing agreement will contain customary provisions relating to increased costs, capital adequacy protection, withholding and other taxes and illegality. Such provisions will be substantially similar to those set forth in the Credit Agreement, dated as of April 30, 2001 (the “Existing Credit Agreement”).
REPRESENTATIONS AND WARRANTIES; CONDITIONS PRECEDENT; AFFIRMATIVE AND NEGATIVE COVENANTS; EVENTS OF DEFAULT:	Substantially similar to those set forth in the Existing Credit Agreement, except that the ratio of consolidated total debt to consolidated total capitalization will be mutually agreed.
CONDITIONS PRECEDENT	The availability of the Term Loan Facility will be conditioned upon conditions substantially similar to those in the Existing Credit Agreement and satisfaction of the following conditions precedent as of the Closing Date (as defined below):

(a)	The Borrower shall have accepted for purchase, shares that have been tendered to it pursuant to the Tender Offer, substantially in accordance with the draft of the Offer to Purchase, dated October ___, 2004;
(b)	Execution and delivery of definitive financing agreements and related documentation for the contemplated $2,250,000,000 of senior credit facilities that will, among other things, refinance the credit facilities provided pursuant to the Existing Credit Agreement;
(c)	The Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that the Existing Credit Agreement shall have been terminated (other than

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	any outstanding letters of credit which will roll over into the new facility) (provided, however, that as an alternative to conditions (b) and (c), the Borrower is permitted to amend its Existing Credit Agreement in a mutually satisfactory manner); and
(d)	A minimum long-term unsecured debt rating from S&P and Moody’s of at least BB+ and Ba2, respectively (with a stable outlook).

ASSIGNMENTS AND PARTICIPATIONS:	The Borrower may not assign its rights or obligations under the Term Loan Facility without the prior written consent of the Lenders.
	The Lenders shall be permitted to sell participations in loans, notes and commitments; provided that, such Lender’s obligations under the Term Loan Facility shall remain unchanged. Participations shall be subject to further qualifications substantially similar to those in the Existing Credit Agreement.
	The Lenders shall be permitted to assign all or any part of their respective rights or obligations (or Notes, if applicable) under the Term Loan Facility; provided that, in the case of an assignment to a bank which is not a Lender or an affiliate of a Lender, such assignment is subject to the consent of both the Borrower (unless an Event of Default has occurred and is continuing) and the Agent (which consent shall not be unreasonably withheld); and provided further that, in the case of assignment to bank which is not a Lender or an affiliate of a Lender, (i) such assignment is subject to a minimum amount of $2,500,000 or such lesser amount as may be agreed upon by the Borrower and the Agent and (ii) the transferor Lender shall retain a minimum Commitment after giving effect to such assignment of $5,000,000 or such lesser amount as may be agreed upon by the Borrower and the Agent. Assignees will have all the rights and obligations of the assignor Lender. Each assignment will be subject to the payment of a service fee payable by the assignee and/or the assignor to the Agent. The voting rights for participants will be limited to changes in amount, tenor and rate.
EXPENSES:	All reasonable legal, syndication, and out-of-pocket expenses of JPMorgan, JPMCB, ML and Merrill and their counsel, Simpson Thacher & Bartlett LLP, are for the account of the Borrower.

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CLOSING DATE:	The date on which the definitive agreements have been executed and delivered and the proceeds of the Term Loan Facility have been advanced to or for the account of the Borrower, which is expected to be not later than November 19, 2004.
GOVERNING LAW:	State of New York.

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ANNEX I

INTEREST AND CERTAIN FEES

Interest Rate Options:	The Borrower may elect that the Loans comprising each borrowing bear interest at a rate per annum equal to (i) the ABR plus the Applicable Margin or (ii) the Eurodollar Rate plus the Applicable Margin.
	As used herein:
	“ABR” means the highest of (i) the rate of interest publicly announced by JPMCB as its prime rate in effect at its principal office in New York City (the “Prime Rate”), (ii) the secondary market rate for three-month certificates of deposit (adjusted for statutory reserve requirements) plus 1% and (iii) the federal funds effective rate from time to time plus 0.5%.
	“Applicable Margin” for the term loans, the rates per annum corresponding to the applicable margins for Eurodollar Loans and for ABR Loans, respectively, pursuant to the term loan facility constituting a part of the $2,250,000,000 of senior credit facilities described above, as such margins are in effect on the Closing Date.
	“Eurodollar Rate” means the rate (adjusted for statutory reserve requirements for eurocurrency liabilities) for eurodollar deposits for a period equal to one, two, three or six months (as selected by the Borrower) appearing on Page 3750 of the Telerate screen.
Interest Payment Dates:	In the case of Loans bearing interest based upon the ABR (“ABR Loans”), quarterly in arrears.
	In the case of Loans bearing interest based upon the Eurodollar Rate (“Eurodollar Loans”), on the last day of each relevant interest period and, in the case of any interest period longer than three months, on each successive date three months after the first day of such interest period.
Default Rate:	At any time when the Borrower is in default in the payment of any amount of principal due under the Term Loan Facility, any such amount shall bear interest at 2% above the rate otherwise applicable thereto. Any overdue interest or other amount payable shall bear interest at 2% above the rate applicable to ABR Loans, in each case from the date of such non-payment until paid in full.

Rate and Fee Basis: All per annum rates shall be calculated on the basis of a year of 360 days (or 365/366 days, in the case of ABR Loans the interest rate on which is then based on the Prime Rate) for actual days elapsed.

EX-99.D.12

EXHIBIT (d)(12)

As Amended and Restated

Effective April 1, 2003

HCA EMPLOYEE STOCK PURCHASE PLAN

Article 1.      Purpose

          The HCA Employee Stock Purchase Plan (the “Plan”) is intended as an incentive and to encourage stock ownership by all eligible employees of HCA Inc. (the “Company”) and Participating Subsidiaries so that they may share in the prospects of the Company by acquiring or increasing their proprietary interest in the Company. The Plan is designed to encourage eligible employees to remain in the employ of the Company. It is intended that options issued pursuant to this Plan shall constitute options issued pursuant to an “employee stock purchase plan” within the meaning of Section 423 of the Code, as amended, which qualify for favorable Federal income tax treatment. The Plan is intended to comply with the provisions of Section 423 of the Code, including the requirement of Section 423(b)(5) of the Code that all employees granted options to purchase Common Stock under the Plan have the same rights and privileges with respect to such options.

Article 2.      Eligible Employees

          All employees of the Company or any of its Participating Subsidiaries who have completed two months of employment (as determined in accordance with Section 1.421-7(h)(2) of the Treasury Regulations) with the Company or any of its Subsidiaries shall be eligible to receive options under this Plan to purchase the Company’s Common Stock. Persons who have been so employed for two months or more on the Commencement Date of a Payment Period shall receive their options as of the first business day of such Payment Period. In no event may an employee be granted an option if such employee, immediately after the option is granted, owns stock representing 5% or more of the total combined voting power or value of all classes of stock of the Company. For purposes of determining stock ownership under this paragraph, the rules of Section 424(d) of the Code shall apply.

Article 3.      Stock Subject to the Plan

          The total number of shares of Common Stock of the Company that may be issued pursuant to the Plan is 25,000,000 shares, which may consist, in whole or in part, of unissued shares or treasury shares.

Article 4.      Payment Periods and Stock Options

          The six-month periods, December 1 to May 31 and June 1 to November 30, are Payment Periods during which payroll deductions will be accumulated under the Plan. Each Payment Period includes only regular pay days falling within it.

          Two times each year, on the first business day of each Payment Period, the Company will grant to each eligible employee who is then a participant in the Plan an option to purchase on the last business day of such Payment Period, at the Option Price hereinafter provided for, such number of shares of the Common Stock of the Company reserved for the purpose of the Plan which equals the number of whole or fractional shares whose purchase price does not exceed 10% of the employee’s Covered Compensation during the Payment Period divided by the price as determined below, subject to the limitations set forth below, on condition that such employee remains eligible to participate in the Plan as provided herein. The participant shall be entitled to exercise such options as granted only to the extent of his or her accumulated payroll deductions through the last month of a Payment Period. The Option Price for each Payment Period shall be the lesser of (i) 85% of the Closing Market Price of the Company’s Common Stock on the first business day of the Payment Period, or (ii) 85% of the Closing Market Price of the Company’s Common Stock on the last business day of the Payment Period.

          For purposes of this Plan, the term “business day” means a day on which there is trading in the Company’s Common Stock on the New York Stock Exchange, or any other exchange upon which the Company’s Common Stock is then traded.

          No employee shall be granted an option which permits his or her rights to purchase Common Stock under the Plan and any similar plans of the Company or any Subsidiary to accrue at a rate which exceeds $25,000 of fair market value of such Common Stock (determined at the time such option is granted) for each calendar year in which such option is outstanding at any time.

          Subject to the other limits of the Plan, the maximum number of shares of Common Stock which may be purchased by any participant for a Payment Period shall be 1,500 shares.

Article 5.      Exercise of Option

          Each eligible employee who continues to be a participant in the Plan on the date that is five business days prior to the third Friday of the last month of a Payment Period shall be deemed to have irrevocably stated his or her intention to exercise his or her option on the last business day of such Payment Period and shall be deemed to have purchased from the Company the number of such whole or fractional shares of Common Stock reserved for the purposes of the Plan as his or her accumulated payroll deductions during such Payment Period will pay for at such option price. If a participant is not an employee on the date that is five business days prior to the third Friday of the last month of a Payment Period, he or she shall not be entitled to exercise his or her option.

Article 6.      Authorization for Entering Plan

          An employee may enter the Plan by filling out, signing and delivering to the Company’s Human Resources Department an Authorization in the form and manner satisfactory to the Company:

A.	stating the whole percentage of Covered Compensation to be deducted regularly from his or her pay; and
B.	authorizing the purchase of stock for him or her in each Payment Period in accordance with the terms of the Plan.

          Such Authorization must be received by the Company’s Human Resources Department no later than the third Friday of the last month of a Payment Period in order to be effective for the following Payment Period.

          The Company will accumulate and hold for the employee’s account the amounts deducted from his or her pay. No interest will be paid on such amounts.

Article 7.      Amount of Payroll Deductions

          An employee may authorize payroll deductions in a whole percentage amount not less than 1% but not more than 10% of his or her Covered Compensation received during the Payment Period.

Article 8.      Change in Payroll Deductions

          Payroll deductions may be increased or decreased only at the beginning of a Payment Period. A new Authorization will be required and must be received by the Company’s Human Resources Department no later than the third Friday of the last month of a Payment Period in order to be effective for the following Payment Period.

          Once each Payment Period a participant may cease making contributions by delivering an Authorization to the Company’s Human Resources Department no later than five business days prior to the third Friday of the last month of the Payment Period. Unless the participant who ceases contributions also withdraws from the Plan pursuant to Article 9 or terminates employment pursuant to Article 13, contributions accumulated during such Payment Period will be applied to the purchase of Common Stock. The participant shall be eligible to recommence contributions on the Commencement Date for the next Payment Period.

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Article 9.      Withdrawal from the Plan

          An employee may withdraw from the Plan, in whole but not in part, at any time by delivering an Authorization to the Company’s Human Resources Department indicating such employee’s intent to withdraw. If such Authorization is received at least five business days prior to the third Friday of the last month of a Payment Period, the Company will promptly refund the entire balance of the Participant’s contributions accumulated during such Payment Period. If contributions are withdrawn in this manner, further contributions during that Payment Period will be discontinued in the same manner as provided in Article 8, and the participant shall become eligible to recommence contributions on the next Commencement Date. If an employee’s Authorization is received after the date which is five days prior to the third Friday of the last month of the Payment Period, but before the end of a Payment Period, contributions will be stopped as soon as practicable and contributions accumulated during such Payment Period will be applied to the purchase of Common Stock.

          An employee who withdraws from the Plan is like an employee who has never entered the Plan. To re-enter, he or she must file a new Authorization by the third Friday of the last month of a Payment Period which cannot, however, become effective before the beginning of the next Payment Period following his or her withdrawal.

Article 10.     Establishment of Brokerage Account

          By enrolling in the Plan, each participating employee will be deemed to have authorized the establishment of a brokerage account in his or her name at a securities brokerage firm to be approved by the Committee or the Company.

Article 11.     Issuance of Stock; Fractional Shares

          Stock purchased under the Plan will be held in an account in the name of the employee, or if his or her Authorization so specifies, in the name of the employee and another person of legal age as joint tenants with rights of survivorship, unless prohibited by state law. Certificates will be issued, at the employee’s request and expense, only for whole numbers of shares. Fractional interests in shares will be carried forward in an employee’s account until such time as they equal one full share, or until the termination of an employee’s brokerage account, whereupon an amount equal to the value of such fractional interest shall be paid in cash to the employee.

Article 12.     No Transfer or Assignment of Employee’s Rights

          An employee’s rights under the Plan are the employee’s alone and may not be transferred, assigned to or availed of by any other person. Any option granted to an employee may be exercised only by him or her.

Article 13.     Termination of Employee’s Rights

          Any employee whose employment with the Company (including any Participating Subsidiary) is terminated during the Payment Period because of retirement, discharge, death or for any other reason shall cease being a participant immediately and shall have no further rights under the Plan. The balance of that participant’s contributions shall be refunded to such participant as soon as practical after his or her termination and the option granted to such participant shall be null and void. Notwithstanding the foregoing, if the participant’s employment is terminated after the date that is five business days prior to the third Friday of the last month of the Payment Period, the participant’s option for that Payment Period shall be valid and his or her contributions shall be applied to the purchase of Common Stock, but such participant shall have no rights during the following Payment Period.

          If an employee’s payroll deductions are interrupted by any legal process, the employee will be treated as if he or she terminated employment on the date that the interruption occurs.

          An employee who is transferred to a Subsidiary or other affiliate of the Company which is not a Participating Subsidiary shall either cease making contributions to the Plan and have contributions accumulated during the Payment Period applied to purchase Common Stock, as provided in Article 8, or withdraw from the Plan, as provided in Article 9.

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Article 14.     Termination and Amendments to the Plan

          The Plan may be terminated at any time by the Committee. It will terminate in any case when all of the shares of Common Stock reserved pursuant to Article 3 have been purchased. If at any time shares of stock reserved pursuant to Article 3 remain available for purchase but not in sufficient number to satisfy all then unfilled purchase requirements, the available shares shall be apportioned among participants in proportion to their respective contributions for the Payment Period and the Plan shall then terminate. Upon such termination or any other termination of the Plan, all contributions not used to purchase stock will be refunded.

          The Committee also reserves the right to amend the Plan from time to time in any respect; provided, however, that no amendment shall be effective without prior approval of the stockholders of the Company, which would (a) except as provided in Article 21 increase the number of shares of Common Stock to be offered above or (b) change the class of employees eligible to receive options under the Plan.

Article 15.     Limitations on Sale of Stock Purchased Under the Plan

          The Plan is intended to provide Common Stock for investment and not for resale. The Company does not, however, intend to restrict or influence any employee in the conduct of his or her own affairs. An employee may, therefore, sell stock purchased under the Plan at any time he or she chooses; provided, however, that because of certain federal income tax requirements, each employee will agree by entering the Plan, to give the Company prompt written notice of any such stock disposed of within (i) two years after the date of grant of the applicable option or (ii) one year after the transfer of such stock to such employee showing the number of such shares disposed. An appropriate legend requiring such notice shall be placed on the certificates of Common Stock issued hereunder. The employee assumes the risk of any market fluctuations in the price of such stock.

Article 16.     Company’s Payment of Expenses Related to the Plan

          The Company will bear the costs of administering and carrying out the Plan.

Article 17.     Participating Subsidiaries

          If the stock of a United States corporation is acquired by the Company or a Participating Subsidiary so that the acquired corporation becomes a Subsidiary, or if a United States Subsidiary is created, the United States Subsidiary in either case shall automatically become a Participating Subsidiary and its employees shall become eligible to participate in the Plan on the first Commencement Date after the acquisition or creation of the Subsidiary, as the case may be. In the case of an acquisition, credit shall be given to employees of the acquired Subsidiary for service with such corporation prior to the acquisition for purposes of satisfying the requirement of Article 2 of two months continuous employment. Notwithstanding the foregoing, the Committee may by appropriate resolutions (i) provide that the acquired or newly created Subsidiary shall not be a Participating Subsidiary, (ii) specify that the acquired or newly created Subsidiary will become a Participating Subsidiary on a Commencement Date other than the first Commencement Date after the acquisition or creation, or (iii) attach any condition whatsoever (including denial of credit for prior service) to eligibility of the employees of the acquired or newly created Subsidiary, except to the extent such condition would not comply with Section 423 of the Code.

          If the stock of a foreign corporation is acquired by the Company or a Participating Subsidiary so that the acquired corporation becomes a foreign Subsidiary, or if a foreign Subsidiary is created, the foreign Subsidiary in either case shall become a Participating Subsidiary only if it is designated by the Committee to participate in the Plan.

          For the purpose of determining the Participating Subsidiaries on the Effective Date, all Subsidiaries of the Company shall be deemed to have been acquired on the Effective Date and the rules set forth in this Article 17 shall be applied to such Subsidiaries as of the Effective Date.

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Article 18.     Administration of the Plan

          The Plan shall be administered by the Committee. Acts by a majority of the Committee, or acts reduced to or approved in writing by a majority of the members of the Committee, shall be the valid acts of the Committee.

          The interpretation and construction by the Committee of any provisions of the Plan or of any option granted under it shall be final. The Committee may from time to time adopt such rules and regulations for carrying out the Plan as it may deem best. No member of the Board of Directors or the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any option granted under it.

Article 19.     Optionees Not Stockholders

          Neither the granting of an option to an employee nor the deductions from his or her pay shall constitute such employee the owner of the shares covered by an option until such shares have been purchased by him or her.

Article 20.     Application of Funds

          The proceeds received by the Company from the sale of Common Stock pursuant to options granted under the Plan will be used for general corporate purposes.

Article 21.     Changes in Capital

          If the Common Stock of the Company subject to the Plan shall at any time be changed or exchanged by declaration of a stock dividend, stock split, spinoff, combination of shares, recapitalization, merger, consolidation or other corporate reorganization or change in corporate structure, the number and kind of shares subject to this Plan, the Option Price and the maximum number of shares which may be purchased for any Payment Period shall be appropriately and equitably adjusted by the Committee to reflect the change in capitalization of the Company. The existence of the Plan or options hereunder shall not in any way prevent any transaction described herein and no holder of an option shall have the right to prevent such transaction.

Article 22.     Company’s Rights

          The rights and powers of the Company or any Participating Subsidiary shall not be affected in any way by its participation in this Plan, including but not limited to the right or power of the Company or any Participating Subsidiary to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge or to consolidate or to dissolve, liquidate or sell, or transfer all or any part of its business or assets.

Article 23.     Limit on Liability

          No liability whatsoever shall attach to or be incurred by any past, present or future shareholders, officers or directors, as such, of the Company or any Participating Subsidiary, under or by reason of any of the terms, conditions or agreements contained in this Plan or implied therein, and any and all liabilities of any and all rights and claims against the Company, a Participating Subsidiary, or any shareholder, officer or director, as such, whether arising at common law or in equity or created by statute or constitution or otherwise, pertaining to this Plan, are hereby expressly waived and released by every participant as a part of the consideration for any benefits under this Plan; provided, however, no waiver shall occur, solely by reason of this Article 23 of any right which is not susceptible to advance waiver under applicable law.

Article 24.     Approval of Stockholders

          The Plan became effective upon approval of the Company’s stockholders at the Annual Meeting of Stockholders in May 1993. The Plan began operation on January 1, 1993. The Plan was amended and restated, effective June 1, 2001, upon approval of the Company’s stockholders at the Annual Meeting of Stockholders in May 2001. This amendment and restatement, effected solely to reflect the name change of the Company, was approved by the Board of Directors on January 30, 2003.

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APPENDIX A

DEFINITIONS

          As used in this Plan, the following words and phrases shall have the meanings specified below:

          1.      Authorization. A form submitted by an employee to the Company’s Human Resources Department which (i) authorizes payroll deductions as provided in Article 7 or Article 8, (ii) authorizes the cessation of payroll deductions as provided in Article 8, or (iii) states the intent of the employee to withdraw from the Plan as provided in Article 9.

          2.      Board of Directors. The Board of Directors of HCA Inc.

          3.      Closing Market Price. The closing price of the Common Stock as reported in the consolidated trading of the New York Stock Exchange listed securities; provided that if there should be any material alteration in the present system of reporting sales prices of such Common Stock, or if such Common Stock should no longer be listed on the New York Stock Exchange, the market value of the Common Stock as of a particular date shall be determined in such a method as shall be specified by the Committee.

          4.      Code. The Internal Revenue Code of 1986, as amended from time to time.

          5.      Commencement Date. The first day of each Payment Period.

          6.      Committee. The Compensation Committee of the Board of Directors or whatever other committee may be delegated by the Board of Directors the authority to administer the Plan.

          7.      Common Stock. Those shares of common stock of the Company which are reserved pursuant to Article 3 for issuance upon the exercise of options granted under this Plan.

          8.      Covered Compensation. Amounts paid to a participant constituting base compensation for services including shift or other regular compensatory premiums, and payments in substitution for base pay such as vacation, holiday, and sick pay, but not including overtime, bonuses or short-term or long-term disability payments. Covered Compensation shall not include any distributions from a plan of deferred compensation, any income realized with respect to a stock option or with respect to the grant of shares of stock (including income realized when any such shares become freely transferable or are no longer subject to a substantial risk of forfeiture). Covered Compensation shall include elective deferrals to a qualified plan under Section 401(k) of the Code, salary reduction contributions to a cafeteria plan under Section 125 of the Code, and elective deferrals to a nonqualified deferred compensation plan.

          9.      Effective Date. April 1, 2003.

          10.     Option Price. The price per share of Common Stock to be charged to participants for each Payment Period as provided in Article 4.

          11.     Participating Subsidiary. A Subsidiary whose employees are eligible to participate in the Plan as provided in Article 17.

          12.     Payment Period. Successive periods of six (6) months (i) commencing on June 1 and ending on November 30 and (ii) commencing on December 1 and ending on May 31.

          13.     Plan. The HCA Employee Stock Purchase Plan, as amended and restated.

          14.     Subsidiary. Any United States or foreign corporation (other than the Company) in an unbroken chain of corporations beginning with HCA Inc. if, at the time of the granting of the option, each of the corporations other than the last corporation in the unbroken chain owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

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