<PAGE>   1
 ==============================================================================

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 --------------
                                    FORM 10-Q
                                 --------------

          [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2001

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

               For the transition period from ________ to ________

                         Commission file number 0-29818
                         ------------------------------

                            LifePoint Hospitals, Inc.
             (Exact name of registrant as specified in its charter)


                   Delaware                         52-2165845
         (State or other jurisdiction             (IRS Employer
       of incorporation or organization)        Identification No.)

               103 Powell Court                        37027
              Brentwood, Tennessee                   (Zip Code)
    (Address of principal executive offices)


                                 (615) 372-8500
              (Registrant's telephone number, including area code)

                                 Not Applicable
              (Former name, former address and former fiscal year,
                          if changed since last report)

                             -----------------------

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months, (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.

                                    YES [X]  NO [ ]



<PAGE>   2
                        Commission file number 333-84755
                        --------------------------------

                       LifePoint Hospitals Holdings, Inc.
             (Exact name of registrant as specified in its charter)


                   Delaware                         52-2167869
       (State or other jurisdiction of            (I.R.S. Employer
       incorporation or organization)           Identification No.)


              103 Powell Court
            Brentwood, Tennessee                        37027
    (Address of principal executive offices)          (Zip Code)

                                 (615) 372-8500
              (Registrant's telephone number, including area code)

                                 Not Applicable
              (Former name, former address and former fiscal year,
                          if changed since last report)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.

                                    YES [X]  NO [ ]

         As of April 30, 2001, the number of outstanding shares of Common Stock
of LifePoint Hospitals, Inc. was 38,462,436, and all of the shares of Common
Stock of LifePoint Hospitals Holdings, Inc. were owned by LifePoint Hospitals,
Inc.

===============================================================================





<PAGE>   3

                         Part I:  Financial Information

Item 1:  Financial Statements

                           LIFEPOINT HOSPITALS, INC.

                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   UNAUDITED
                (Dollars in millions, except per share amounts)



<TABLE>
<CAPTION>
                                                                 THREE MONTHS ENDED
                                                                       MARCH 31,
                                                              -----------------------
                                                                2001            2000
                                                              -------         -------
<S>                                                           <C>             <C>
Revenues ...............................................      $ 154.3         $ 136.0

Salaries and benefits ..................................         60.3            55.7
Supplies ...............................................         19.6            17.0
Other operating expenses ...............................         28.4            29.7
Provision for doubtful accounts ........................         12.0             9.1
Depreciation and amortization ..........................          8.1             8.4
Interest expense, net...................................          6.5             7.2
ESOP expense ...........................................          2.6             1.1
Gain on previously impaired assets......................         (0.5)             --
                                                              -------         -------
                                                                137.0           128.2
                                                              -------         -------
Income before minority interests and
 income taxes ..........................................         17.3             7.8
Minority interests in earnings of consolidated
 entities ..............................................          0.6             0.6
                                                              -------         -------
Income before income taxes .............................         16.7             7.2
Provision for income taxes .............................          8.1             3.2
                                                              -------         -------
   Net income ..........................................      $   8.6         $   4.0
                                                              =======         =======
Earnings per share:

   Basic................................................      $  0.26         $  0.13
                                                              =======         =======
   Diluted..............................................      $  0.25         $  0.13
                                                              =======         =======

Shares used in earnings per share calculations (000s):

   Basic ...............................................       32,583          31,184
       Dilutive securities - stock options .............        1,486             838
                                                              -------         -------
   Diluted .............................................       34,069          32,022
                                                              =======         =======

</TABLE>




                             See accompanying notes.






                                       1
<PAGE>   4

                              LIFEPOINT HOSPITALS, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                    UNAUDITED
                 (Dollars in millions, except per share amounts)



<TABLE>
<CAPTION>
                                                                                MARCH 31,         DECEMBER 31,
                                 ASSETS                                           2001                2000
                                 ------                                       -------------       -------------
<S>                                                                             <C>                 <C>
Current assets:
   Cash and cash equivalents ............................................       $  146.6            $   39.7
   Accounts receivable, less allowances for doubtful accounts of $54.9
    at March 31, 2001 and $52.3 at December 31, 2000 ....................           40.9                41.7
   Inventories ..........................................................           14.0                13.9
   Deferred taxes and other current assets ..............................           20.8                22.2
                                                                                --------            --------
                                                                                   222.3               117.5
Property and equipment:
   Land .................................................................            8.7                 8.7
   Buildings and improvements............................................          240.4               236.9
   Equipment ............................................................          248.3               244.9
   Construction in progress (estimated cost to complete and equip
    after March 31, 2001 - $12.9) .......................................           11.6                 9.4
                                                                                --------            --------
                                                                                   509.0               499.9
Accumulated depreciation ................................................         (190.8)             (183.4)
                                                                                --------            --------
                                                                                   318.2               316.5
Intangible assets, net of accumulated amortization of $12.1 at
   March 31, 2001 and $11.3 at December 31, 2000 ........................           53.0                53.8
Other ...................................................................            0.2                 0.2
                                                                                --------            --------
                                                                                $  593.7            $  488.0
                                                                                ========            ========

                          LIABILITIES AND EQUITY
                          ----------------------
Current liabilities:
   Accounts payable .....................................................       $   16.4            $   16.1
   Accrued salaries .....................................................           14.1                13.8
   Other current liabilities ............................................           23.3                11.1
   Current maturities of long-term debt .................................           12.2                11.1
                                                                                --------            --------
                                                                                    66.0                52.1

Long-term debt ..........................................................          255.0               278.3
Deferred taxes ..........................................................           16.8                15.2
Professional liability risks and other liabilities ......................           10.7                 9.4
Minority interests in equity of consolidated entities ...................            4.7                 4.6

Stockholders' equity:
   Preferred stock, $0.01 par value; 10,000,000 shares authorized;
    no shares issued ....................................................             --                  --
   Common stock, $0.01 par value; 90,000,000 shares authorized;
    38,422,820 shares and 34,709,504 shares issued and
    outstanding at March 31, 2001 and December 31, 2000,
    respectively ........................................................            0.4                 0.3
   Capital in excess of par value .......................................          259.1               156.5
   Unearned ESOP compensation ...........................................          (24.9)              (25.7)
   Notes receivable for shares sold to employees ........................           (7.2)               (7.2)
   Retained earnings ....................................................           13.1                 4.5
                                                                                --------            --------
                                                                                   240.5               128.4
                                                                                --------            --------
                                                                                $  593.7            $  488.0
                                                                                ========            ========
</TABLE>





                             See accompanying notes.






                                       2
<PAGE>   5

                            LIFEPOINT HOSPITALS, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    UNAUDITED
                                  (In millions)




<TABLE>
<CAPTION>
                                                                THREE MONTHS ENDED
                                                                       MARCH 31,
                                                              -----------------------
                                                                2001            2000
                                                              -------         -------
<S>                                                           <C>             <C>
Cash flows from operating activities:
    Net income .............................................  $   8.6         $   4.0
    Adjustments to reconcile net income to
     net cash provided by operating activities:
        ESOP expense .......................................      2.6             1.1
        Provision for doubtful accounts ....................     12.0             9.1
        Depreciation and amortization ......................      8.1             8.4
        Minority interests in earnings of consolidated
          entities .........................................      0.6             0.6
        Deferred income taxes (benefit).....................     (0.5)            3.2
        Reserve for professional liability risk ............      1.4             1.0
        Gain on previously impaired assets .................     (0.5)             --
        Increase (decrease) in cash from
         operating assets and liabilities:
           Accounts receivable .............................    (11.2)           (2.9)
           Inventories and other current assets ............      0.1             0.1
           Accounts payable and accrued expenses ...........      7.4            (3.6)
           Income taxes payable ............................      8.7              --
        Other ..............................................      0.3             0.6
                                                              -------         -------
           Net cash provided by operating activities .......     37.6            21.6

Cash flows from investing activities:
    Purchases of property and equipment, net ...............     (9.4)           (7.6)
    Other ..................................................       --            (0.3)
                                                              -------         -------
           Net cash used in investing activities ...........     (9.4)           (7.9)

Cash flows from financing activities:
    Proceeds from stock offering, net ......................    100.4              --
    Repayments of bank debt ................................    (22.2)           (0.3)
    Proceeds from exercise of stock options.................      0.3             0.1
    Other ..................................................      0.2            (0.4)
                                                              -------         -------
           Net cash provided by (used in)
            financing activities ...........................     78.7            (0.6)

Change in cash and cash equivalents ........................    106.9            13.1
Cash and cash equivalents at beginning of period ...........     39.7            12.5
                                                              -------         -------
Cash and cash equivalents at end of period .................  $ 146.6         $  25.6
                                                              =======         =======

Interest payments ..........................................  $   3.1         $   2.7
Income tax payments ........................................  $    --         $    --
</TABLE>






                             See accompanying notes.


                                       3
<PAGE>   6

                            LIFEPOINT HOSPITALS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

          At March 31, 2001, the Company was comprised of 21 general, acute care
hospitals and related health care entities. The entities are located in
non-urban areas in the states of Alabama, Florida, Kansas, Kentucky, Tennessee,
Utah and Wyoming.

         The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with accounting principles generally accepted
in the United States for interim financial information and with the instructions
to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include
all of the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring adjustments) considered necessary
for a fair presentation have been included. Operating results for the three
months ended March 31, 2001 are not necessarily indicative of the results that
may be expected for the year ending December 31, 2001. For further information,
refer to the consolidated financial statements and footnotes thereto included in
the Company's Annual Report on Form 10-K for the year ended December 31, 2000.

         Certain prior year amounts have been reclassified to conform to the
current year presentation.

NOTE 2 - SECONDARY OFFERING

         In March 2001, the Company completed a public offering of 3,680,000
shares of common stock at an offering price of $29.00 per share. Subsequently,
during April and May of 2001, the Company used the proceeds, along with
existing cash, to repay $117.1 million of bank debt which represented the
remaining borrowings outstanding under its existing bank credit agreement as of
March 31, 2001.

NOTE 3 - CONTINGENCIES

  HCA Investigations, Litigation and Indemnification Rights

         HCA - The Healthcare Company ("HCA") has been the subject of various
federal and state investigations, qui tam actions, shareholder derivative and
class action suits, patient/payer actions and general liability claims. These
investigations, actions and claims relate to HCA and its subsidiaries, including
subsidiaries that, prior to the Company's formation as an independent company,
owned the facilities the Company now owns.

         On December 14, 2000, HCA announced that it signed an agreement with
the Department of Justice and four U.S. attorneys' offices resolving all pending
federal criminal issues in the government's investigation. HCA also announced at
this time that it signed a civil settlement agreement with the Department of
Justice resolving civil false claims issues related to DRG coding, outpatient
laboratory and home health. The criminal agreement has been accepted by the
federal district courts. The civil settlement agreement is conditioned on court
approval of the settlement. These agreements relate only to conduct that was the
subject of the federal investigations resolved in the agreements, and HCA has
stated publicly that it continues to discuss civil claims relating to cost
reporting and physician relations with the government.

         Based on our review of documents filed by HCA with the Securities and
Exchange Commission, the agreements with the government do not resolve all qui
tam actions filed by private parties against HCA. Representatives of state
attorneys general have agreed to recommend to state officials that HCA be
released from criminal and civil liability related to the matters covered by the
settlement agreements.



                                       4
<PAGE>   7

         HCA has disclosed that, on March 15, 2001, the Department of Justice
filed a status report setting forth the government's decisions regarding
intervention in existing qui tam actions against HCA and filed formal complaints
for those suits in which the government has intervened. HCA stated that, of the
original 30 qui tam actions, the Department of Justice remains active in eight
actions. The actions are not covered by the settlement agreements.

         In addition, five of the Company's current and former hospitals
received notices in early 2001 from the Health Care Financing Administration
("HCFA"), a United States government agency that runs the Medicare and Medicaid
programs. The notices stated that HCFA was re-opening, for examination, cost
reports for Medicare and Medicaid reimbursement filed by these hospitals for
periods between 1993 and 1998, which pre-dates our spin-off from HCA.

         HCA agreed to indemnify the Company for any losses, other than
consequential damages, arising from the pending governmental investigations of
HCA's business practices prior to the date of the distribution and losses
arising from legal proceedings, present or future, related to the investigation
or actions engaged in prior to the distribution that relate to the
investigation. However, the Company could be held responsible for any claims
that are not covered by the agreements reached with the federal government or
for which HCA is not required to, or fails to, indemnify the Company. The
Company may also be affected by the initiation of additional investigations or
claims against HCA in the future, if any, and the related media coverage.
Therefore, it is possible that the Company's results of operations, financial
position and liquidity in a particular period could be materially, adversely
affected upon the resolution of certain of these contingencies.

  Americans with Disabilities Act Claim

         On January 12, 2001, Access Now, Inc., a disability rights
organization, filed a class action lawsuit against each of the Company's
hospitals alleging non-compliance with the accessibility guidelines under the
Americans with Disabilities Act. The lawsuit, filed in the United States
District Court for the Eastern District of Tennessee, seeks injunctive relief
requiring facility modification, where necessary, to meet the Americans with
Disabilities Act guidelines, along with attorneys fees and costs. The Company is
working with Access Now, Inc. to determine the scope of facility modification
needed to comply with the Act.

  Corporate Integrity Agreement

         In December 2000, the Company entered into a corporate integrity
agreement with the Office of Inspector General and agreed to maintain its
compliance program in accordance with the corporate integrity agreement.
Complying with the compliance measures and reporting and auditing requirements
of the corporate integrity agreement will require additional efforts and costs.
Failure to comply with the terms of the corporate integrity agreement could
subject the Company to significant monetary penalties.

  General Liability Claims

         The Company is, from time to time, subject to claims and suits arising
in the ordinary course of business, including claims for damages for personal
injuries, breach of management contracts, for wrongful restriction of, or
interference with, physicians' staff privileges and employment related claims.
In some of these actions, plaintiffs request punitive or other damages against
the Company which may not be covered by insurance. The Company is currently not
a party to any proceeding which, in management's opinion, would have a material
adverse effect on the Company's business, financial condition or results of
operations.



                                       5
<PAGE>   8

  Physician Commitments

         The Company has committed to provide certain financial assistance
pursuant to recruiting agreements with various physicians practicing in the
communities it serves. In consideration for a physician relocating to one of its
communities and agreeing to engage in private practice for the benefit of the
respective community, the Company may loan certain amounts of money to a
physician, normally over a period of one year, to assist in establishing his or
her practice. The Company has committed to advance amounts of approximately
$11.6 million at March 31, 2001. The actual amount of such commitments to be
subsequently advanced to physicians often depends upon the financial results of
a physician's private practice during the guaranteed period. Generally, amounts
advanced under the recruiting agreements may be forgiven prorata over a period
of 48 months contingent upon the physician continuing to practice in the
respective community. It is management's opinion that amounts actually advanced
and not repaid will not have a material adverse effect on the Company's results
of operations or financial position.

  Acquisitions

         The Company has acquired and will continue to acquire businesses with
prior operating histories. Acquired companies may have unknown or contingent
liabilities, including liabilities for failure to comply with health care laws
and regulations, such as billing and reimbursement, fraud and abuse and similar
anti-referral laws. Although the Company institutes policies intended to conform
practices to its standards following completion of acquisitions, there can be no
assurance that the Company will not become liable for past activities that may
later be asserted to be improper by private plaintiffs or government agencies.
Although the Company generally seeks to obtain indemnification from prospective
sellers covering such matters, there can be no assurance that any such matter
will be covered by indemnification, or if covered, that such indemnification
will be adequate to cover potential losses and fines.

NOTE 4 - SENIOR SUBORDINATED NOTES

         The Company's senior subordinated notes (the "Notes") are guaranteed
jointly and severally on a full and unconditional basis by all of the Company's
operating subsidiaries ("Subsidiary Guarantors"). The Company is a holding
company with no operations apart from its ownership of the Subsidiary
Guarantors. The aggregate assets, liabilities, equity and earnings of the
Subsidiary Guarantors are substantially equivalent to the total assets,
liabilities, equity and earnings of the Company and its subsidiaries on a
consolidated basis.

         Separate financial statements and other disclosures of the wholly owned
Subsidiary Guarantors are not presented because management believes that such
separate financial statements and disclosures would not provide additional
material information to investors.

         At March 31, 2001, only one of the Company's subsidiaries, Dodge City
Healthcare Group, L.P., was not wholly owned, although all assets, liabilities,
equity and earnings of this entity fully and unconditionally, jointly and
severally, guarantee the Notes. The Company owns approximately 70% of the
partnership interests in this mostly owned guarantor subsidiary.

         Presented below is summarized condensed unaudited consolidating
financial information for the Company and its subsidiaries as of March 31, 2001
and December 31, 2000, and for the three months ended March 31, 2001 and 2000
segregating the parent company, the issuer of the Notes (LifePoint Hospitals
Holdings, Inc.), the combined wholly owned Subsidiary Guarantors, the mostly
owned Subsidiary Guarantor and eliminations.



                                       6
<PAGE>   9

                            LIFEPOINT HOSPITALS, INC.
                   CONDENSED CONSOLIDATING STATEMENT OF INCOME
                    FOR THE THREE MONTHS ENDED MARCH 31, 2001
                                  (IN MILLIONS)



<TABLE>
<CAPTION>
                                                                      WHOLLY OWNED    MOSTLY OWNED
                                                        ISSUER OF      GUARANTOR        GUARANTOR                  CONSOLIDATED
                                           PARENT         NOTES       SUBSIDIARIES     SUBSIDIARY   ELIMINATIONS      TOTAL
                                           ------         -----       ------------     ----------   ------------      -----
<S>                                        <C>          <C>           <C>             <C>           <C>             <C>
Revenues .........................         $   --        $   --          $146.4          $  7.9        $   --          $154.3

Salaries and benefits ............             --            --            57.8             2.5            --            60.3
Supplies .........................             --            --            18.6             1.0            --            19.6
Other operating expenses .........             --            --            27.4             1.0            --            28.4
Provision for doubtful accounts ..             --            --            11.4             0.6            --            12.0
Depreciation and amortization ....             --            --             7.7             0.4            --             8.1
Interest expense, net ............             --           7.6            (1.1)             --            --             6.5
Management fees ..................             --            --            (0.2)            0.2            --              --
ESOP expense .....................             --            --             2.5             0.1            --             2.6
Gain on previously impaired assets             --            --            (0.5)             --            --            (0.5)
Equity in earnings of affiliates .           (8.6)        (13.9)             --              --          22.5              --
                                           ------        ------          ------          ------        ------          ------
                                             (8.6)         (6.3)          123.6             5.8          22.5           137.0
                                           ------        ------          ------          ------        ------          ------
Income before minority interests
  and income taxes ...............            8.6           6.3            22.8             2.1         (22.5)           17.3
Minority interests in earnings of
  consolidated entities ..........             --           0.6              --              --            --             0.6
                                           ------        ------          ------          ------        ------          ------
Income before income taxes .......            8.6           5.7            22.8             2.1         (22.5)           16.7
Provision for income taxes .......             --          (2.9)           11.0              --            --             8.1
                                           ------        ------          ------          ------        ------          ------
     Net income ..................         $  8.6        $  8.6          $ 11.8          $  2.1        $(22.5)         $  8.6
                                           ======        ======          ======          ======        ======          ======
</TABLE>






                                       7
<PAGE>   10

                           LIFEPOINT HOSPITALS, INC.
                   CONDENSED CONSOLIDATING STATEMENT OF INCOME
                    FOR THE THREE MONTHS ENDED MARCH 31, 2000
                                 (IN MILLIONS)



<TABLE>
<CAPTION>
                                                                      WHOLLY OWNED    MOSTLY OWNED
                                                        ISSUER OF      GUARANTOR        GUARANTOR                  CONSOLIDATED
                                           PARENT         NOTES       SUBSIDIARIES     SUBSIDIARY   ELIMINATIONS      TOTAL
                                           ------         -----       ------------     ----------   ------------      -----
<S>                                        <C>          <C>           <C>             <C>           <C>             <C>
Revenues ........................         $   --        $   --          $127.8          $  8.2        $   --          $136.0

Salaries and benefits ...........             --            --            53.1             2.6            --            55.7
Supplies ........................             --            --            15.9             1.1            --            17.0
Other operating expenses ........             --            --            28.6             1.1            --            29.7
Provision for doubtful accounts .             --            --             8.5             0.6            --             9.1
Depreciation and amortization ...             --            --             8.0             0.4            --             8.4
Interest expense ................             --           7.2            (0.1)            0.1            --             7.2
Management fees .................             --            --            (0.2)            0.2            --              --
ESOP expense ....................             --            --             1.0             0.1            --             1.1
Equity in earnings of affiliates            (4.0)         (9.3)             --              --          13.3              --
                                          ------        ------          ------          ------        ------          ------
                                            (4.0)         (2.1)          114.8             6.2          13.3           128.2
                                          ------        ------          ------          ------        ------          ------
Income before minority interests
  and income taxes ..............            4.0           2.1            13.0             2.0         (13.3)            7.8
Minority interests in earnings of
  consolidated entities .........             --           0.6              --              --            --             0.6
                                          ------        ------          ------          ------        ------          ------
Income before income taxes ......            4.0           1.5            13.0             2.0         (13.3)            7.2
Provision for income taxes ......             --          (2.5)            5.7              --            --             3.2
                                          ------        ------          ------          ------        ------          ------

     Net income .................         $  4.0        $  4.0          $  7.3          $  2.0        $(13.3)         $  4.0
                                          ======        ======          ======          ======        ======          ======
</TABLE>





                                       8
<PAGE>   11

                            LIFEPOINT HOSPITALS, INC.
                      CONDENSED CONSOLIDATING BALANCE SHEET
                                 MARCH 31, 2001
                                  (IN MILLIONS)



<TABLE>
<CAPTION>
                                                                        WHOLLY OWNED    MOSTLY OWNED
                                                          ISSUER OF      GUARANTOR        GUARANTOR                    CONSOLIDATED
                                           PARENT           NOTES       SUBSIDIARIES     SUBSIDIARY     ELIMINATIONS       TOTAL
                                           ------           -----       ------------     ----------     ------------       -----
<S>                                        <C>            <C>           <C>             <C>             <C>             <C>
              ASSETS

Current assets:
    Cash and cash equivalents .....         $   --          $   --          $146.6         $   --          $    --         $146.6
    Accounts receivable, net ......             --              --            35.8            5.1               --           40.9
    Inventories ...................             --              --            13.0            1.0               --           14.0
    Deferred taxes and other
      current assets ..............             --              --            20.7            0.1               --           20.8
                                            ------          ------          ------         ------          -------         ------
                                                --              --           216.1            6.2               --          222.3
Property and equipment:
    Land ..........................             --              --             8.4            0.3               --            8.7
    Buildings and improvements ....             --              --           230.5            9.9               --          240.4
    Equipment .....................             --              --           237.5           10.8               --          248.3
    Construction in progress ......             --              --            11.6             --               --           11.6
                                            ------          ------          ------         ------          -------         ------
                                                --              --           488.0           21.0               --          509.0
Accumulated depreciation ..........                                         (178.1)         (12.7)              --         (190.8)
                                            ------          ------          ------         ------          -------         ------
                                                --              --           309.9            8.3               --          318.2
Net investment in and advances to
  subsidiaries ....................          240.5           417.6              --             --           (658.1)            --
Intangible assets, net ............             --             8.7            34.2           10.1               --           53.0
Other .............................             --              --             0.2             --               --            0.2
                                            ------          ------          ------         ------          -------         ------
                                            $240.5          $426.3          $560.4         $ 24.6          $(658.1)        $593.7
                                            ======          ======          ======         ======          =======         ======


   LIABILITIES AND EQUITY

Current liabilities
    Accounts payable ..............         $   --          $   --          $ 15.9         $  0.5          $    --         $ 16.4
    Accrued salaries ..............             --              --            14.1             --               --           14.1
    Other current liabilities .....             --             6.6            16.3            0.4               --           23.3
    Current maturities of
      long-term debt ..............             --            12.1             0.1             --               --           12.2
                                            ------          ------          ------         ------          -------         ------
                                                --            18.7            46.4            0.9               --           66.0

Intercompany balances to affiliates             --           (92.6)           85.8            6.8               --             --

Long-term debt ....................             --           255.0              --             --               --          255.0
Deferred taxes ....................             --              --            16.8             --               --           16.8
Professional liability risks and
  other liabilities ...............             --              --            10.7             --               --           10.7

Minority interests in equity of
  consolidated entities ...........             --             4.7              --             --               --            4.7

Stockholders' equity ..............          240.5           240.5           400.7           16.9           (658.1)         240.5
                                            ------          ------          ------         ------          -------         ------
                                            $240.5          $426.3          $560.4         $ 24.6          $(658.1)        $593.7
                                            ======          ======          ======         ======          =======         ======
</TABLE>





                                       9
<PAGE>   12

                           LIFEPOINT HOSPITALS, INC.
                      CONDENSED CONSOLIDATING BALANCE SHEET
                                DECEMBER 31, 2000
                                  (IN MILLIONS)


<TABLE>
<CAPTION>
                                                                        WHOLLY OWNED    MOSTLY OWNED
                                                          ISSUER OF      GUARANTOR        GUARANTOR                   CONSOLIDATED
                                           PARENT           NOTES       SUBSIDIARIES     SUBSIDIARY    ELIMINATIONS       TOTAL
                                           ------           -----       ------------     ----------    ------------       -----
<S>                                        <C>            <C>           <C>             <C>            <C>             <C>
              ASSETS

Current assets:
    Cash and cash equivalents .....         $   --         $   --          $ 39.7          $   --          $    --         $ 39.7
    Accounts receivable, net ......             --             --            36.4             5.3               --           41.7
    Inventories ...................             --             --            12.9             1.0               --           13.9
    Deferred taxes and other
      current assets ..............             --             --            22.1             0.1               --           22.2
                                            ------         ------          ------          ------          -------         ------
                                                --             --           111.1             6.4               --          117.5
Property and equipment:
    Land ..........................             --             --             8.4             0.3               --            8.7
    Buildings and improvements ....             --             --           227.0             9.9               --          236.9
    Equipment .....................             --             --           234.4            10.5               --          244.9
    Construction in progress ......             --             --             9.4              --               --            9.4
                                            ------         ------          ------          ------          -------         ------
                                                --             --           479.2            20.7               --          499.9
Accumulated depreciation ..........             --             --          (170.9)          (12.5)              --         (183.4)
                                            ------         ------          ------          ------          -------         ------
                                                --             --           308.3             8.2               --          316.5
Net investment in and advances to
  subsidiaries ....................          128.4          401.5              --              --           (529.9)            --
Intangible assets, net ............             --            9.1            34.5            10.2               --           53.8
Other .............................             --             --             0.2              --               --            0.2
                                            ------         ------          ------          ------          -------         ------
                                            $128.4         $410.6          $454.1          $ 24.8          $(529.9)        $488.0
                                            ======         ======          ======          ======          =======         ======

        LIABILITIES AND EQUITY

Current liabilities:
    Accounts payable ..............         $   --         $   --          $ 15.6          $  0.5          $    --         $ 16.1
    Accrued salaries ..............             --             --            13.8              --               --           13.8
    Other current liabilities .....             --            2.6             8.2             0.3               --           11.1
    Current maturities of long-term
      debt ........................             --           11.0             0.1              --               --           11.1
                                            ------         ------          ------          ------          -------         ------
                                                --           13.6            37.7             0.8               --           52.1

Intercompany balances to affiliates             --          (14.3)            6.4             7.9               --             --

Long-term debt ....................             --          278.3              --              --               --          278.3
Deferred taxes ....................             --             --            15.2              --               --           15.2
Professional liability risks and
  other liabilities ...............             --             --             9.4              --               --            9.4

Minority interests in equity of
  consolidated entities ...........             --            4.6              --              --               --            4.6

Stockholders' equity ..............          128.4          128.4           385.4            16.1           (529.9)         128.4
                                            ------         ------          ------          ------          -------         ------
                                            $128.4         $410.6          $454.1          $ 24.8          $(529.9)        $488.0
                                            ======         ======          ======          ======          =======         ======
</TABLE>





                                       10
<PAGE>   13

                           LIFEPOINT HOSPITALS, INC.
                 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2001
                                 (IN MILLIONS)


<TABLE>
<CAPTION>
                                                                        WHOLLY OWNED    MOSTLY OWNED
                                                          ISSUER OF      GUARANTOR        GUARANTOR                   CONSOLIDATED
                                              PARENT        NOTES       SUBSIDIARIES     SUBSIDIARY    ELIMINATIONS       TOTAL
                                              ------        -----       ------------     ----------    ------------       -----
<S>                                           <C>         <C>           <C>             <C>            <C>             <C>
Cash flows from operating activities:
   Net income ...........................     $  8.6        $  8.6          $ 11.8          $  2.1        $(22.5)        $  8.6
   Adjustments to reconcile net
     income to net cash provided
     by (used in) operating activities:
      ESOP expense ......................         --            --             2.5             0.1            --            2.6
      Equity in earnings of
        affiliates ......................       (8.6)        (13.9)             --              --          22.5             --
      Provision for doubtful accounts             --            --            11.4             0.6            --           12.0
      Depreciation and amortization .....         --            --             7.7             0.4            --            8.1
      Minority interests in earnings
        of consolidated entities ........         --           0.6              --              --            --            0.6
      Deferred income taxes (benefit) ...         --            --            (0.5)             --            --           (0.5)
      Reserve for professional
         liability risk .................         --            --             1.4              --            --            1.4
      Gain on previously impaired
        assets ..........................         --            --            (0.5)             --            --           (0.5)
      Increase (decrease) in cash
        from operating assets and
        liabilities:
        Accounts receivable .............         --            --           (10.8)           (0.4)           --          (11.2)
        Inventories and other current
          assets ........................         --            --             0.1              --            --            0.1
        Accounts payable and
          accrued expenses ..............         --           4.0             3.3             0.1            --            7.4
        Income taxes payable ............         --            --             8.7              --            --            8.7
      Other .............................         --           0.2             0.1              --            --            0.3
                                              ------        ------          ------          ------        ------         ------
        Net cash provided by (used
          in) operating activities ......         --          (0.5)           35.2             2.9            --           37.6

Cash flows from investing activities:
   Purchases of property and equipment,
     net ................................         --            --            (9.0)           (0.4)           --           (9.4)
   Other ................................         --          (0.5)            0.5              --            --             --
                                              ------        ------          ------          ------        ------         ------
        Net cash used in investing
          activities ....................         --          (0.5)           (8.5)           (0.4)           --           (9.4)

Cash flows from financing activities:
   Proceeds from stock offering, net ....         --         100.4              --              --            --          100.4
   Repayments of bank debt ..............         --         (22.2)             --              --            --          (22.2)
   Distributions ........................         --            --             1.4            (1.4)           --             --
   Proceeds from exercise of stock
     options ............................         --            --             0.3              --            --            0.3
   Increase (decrease) in
     intercompany balances with
     affiliates, net ....................         --         (77.4)           78.5            (1.1)           --             --
   Other ................................         --           0.2              --              --            --            0.2
                                              ------        ------          ------          ------        ------         ------
        Net cash provided by (used
          in) financing activities ......         --           1.0            80.2            (2.5)           --           78.7

Change in cash and cash equivalents .....         --            --           106.9              --            --          106.9
Cash and cash equivalents at
  beginning of period ...................         --            --            39.7              --            --           39.7
                                              ------        ------          ------          ------        ------         ------
Cash and cash equivalents at end
  of period .............................     $   --        $   --          $146.6          $   --        $   --         $146.6
                                              ======        ======          ======          ======        ======         ======
</TABLE>





                                       11
<PAGE>   14

                             LIFEPOINT HOSPITALS, INC.
                 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2000
                                  (IN MILLIONS)



<TABLE>
<CAPTION>
                                                                        WHOLLY OWNED    MOSTLY OWNED
                                                          ISSUER OF      GUARANTOR        GUARANTOR                   CONSOLIDATED
                                               PARENT       NOTES       SUBSIDIARIES     SUBSIDIARY    ELIMINATIONS       TOTAL
                                               ------       -----       ------------     ----------    ------------       -----
<S>                                            <C>            <C>           <C>             <C>            <C>             <C>
Cash flows from operating activities:
   Net income ............................     $ 4.0         $ 4.0         $ 7.3          $ 2.0         $(13.3)        $ 4.0
   Adjustments to reconcile net
     income to net cash provided by
     (used in) operating activities:
      ESOP expense .......................        --            --           1.0            0.1            --            1.1
      Equity in earnings of affiliates ...      (4.0)         (9.3)           --             --          13.3             --
      Provision for doubtful accounts ....        --            --           8.5            0.6            --            9.1
      Depreciation and amortization ......        --            --           8.0            0.4            --            8.4
      Minority interests in earnings
        of consolidated entities .........        --           0.6            --             --            --            0.6
      Deferred income taxes ..............        --            --           3.2             --            --            3.2
      Reserve for professional
        liability risk ...................        --            --           1.0             --            --            1.0
      Increase (decrease) in cash
        from operating assets and
        liabilities:
        Accounts receivable ..............        --            --          (2.7)          (0.2)           --           (2.9)
        Inventories and other current
          assets .........................        --            --           0.1             --            --            0.1
        Accounts payable and accrued
          expenses .......................        --           3.9          (7.6)           0.1            --           (3.6)
      Other ..............................        --            --           0.6             --            --            0.6
                                               -----         -----         -----          -----         -----          -----
        Net cash provided by (used
          in) operating activities .......        --          (0.8)         19.4            3.0            --           21.6

Cash flows from investing activities:
   Purchases of property and
     equipment, net ......................        --            --          (7.6)            --            --           (7.6)
   Other .................................        --          (0.7)          0.4             --            --           (0.3)
                                               -----         -----         -----          -----         -----          -----
        Net cash used in investing
          activities .....................        --          (0.7)         (7.2)            --            --           (7.9)

Cash flows from financing activities:
   Repayments of bank debt ...............        --          (0.3)           --             --            --           (0.3)
   Distributions .........................        --            --           2.1           (2.1)           --             --
   Proceeds from exercise of stock
     options .............................        --            --           0.1             --            --            0.1
   Other .................................        --          (0.4)           --             --            --           (0.4)
   Increase (decrease) in intercompany
     balances with affiliates, net .......        --           2.2          (1.3)          (0.9)           --             --
                                               -----         -----         -----          -----         -----          -----
        Net cash provided by (used in)
         financing activities ............        --           1.5           0.9           (3.0)           --           (0.6)

Change in cash and cash equivalents ......        --            --          13.1             --            --           13.1
Cash and cash equivalents at
  beginning of period ....................        --            --          12.5             --            --           12.5
                                               -----         -----         -----          -----         -----          -----
Cash and cash equivalents at end
  of period ..............................     $  --         $  --         $25.6          $  --         $  --          $25.6
                                               =====         =====         =====          =====         =====          =====
</TABLE>













                                       12
<PAGE>   15

NOTE 5 - BLUEGRASS COMMUNITY HOSPITAL

         Effective January 2, 2001, the Company entered into a two-year lease to
operate Bluegrass Community Hospital, a 25-bed critical access hospital located
in Versailles, Kentucky. The Company has an option to extend the term of the
lease until December 31, 2014 and a separate option to purchase the hospital
between January 1, 2004 and January 1, 2007.












                                       13
<PAGE>   16
ITEM 2: Management's Discussion and Analysis of Financial Condition and Results
        of Operations


         You should be read this discussion together with our unaudited
condensed consolidated financial statements and related notes included elsewhere
in this report.

Overview

         At March 31, 2001, we operated 21 general, acute care hospitals in the
states of Alabama, Florida, Kansas, Kentucky, Tennessee, Utah, and Wyoming.

Forward-Looking Statements

         This report and other materials we have filed or may file with the
Securities and Exchange Commission, as well as information included in oral
statements or other written statements made, or to be made, by us, contain, or
will contain, disclosures which are "forward-looking statements."
Forward-looking statements include all statements that do not relate solely to
historical or current facts and can be identified by the use of words such as
"may," "believe," "will," "expect," "project," "estimate," "anticipate," "plan"
or "continue." These forward-looking statements are based on the current plans
and expectations of our management and are subject to a number of uncertainties
and risks that could significantly affect our current plans and expectations and
future financial condition and results. These factors include, but are not
limited to:

-        the highly competitive nature of the healthcare business including the
         competition to recruit general and specialized physicians;

-        the efforts of insurers, healthcare providers and others to contain
         healthcare costs;

-        possible changes in the Medicare program that may further limit
         reimbursements to healthcare providers and insurers;

-        changes in federal, state or local regulation affecting the healthcare
         industry;

-        the possible enactment of federal or state healthcare reform;

-        the ability to attract and retain qualified management and personnel,
         including physicians and nurses, consistent with our expectations and
         targets;

-        our ability to acquire hospitals on favorable terms;

-        liabilities and other claims asserted against us;

-        uncertainty associated with the newly issued HIPAA regulations;

-        the ability to enter into, renegotiate and renew payor arrangements on
         acceptable terms;

-        the availability and terms of capital to fund our business strategy;

-        implementation of our business strategy and development plans;

-        our ongoing efforts to monitor, maintain and comply with applicable
         laws, regulations, policies and procedures including those required by
         the corporate integrity agreement that we entered into with the
         government in December, 2000;

-        the ability to increase patient volumes and control the costs of
         providing services and supply costs;

-        successful development or license, performance and use of management
         information systems, including software for efficient claims
         processing;

-        limitations placed on us to preserve the tax treatment of the
         distribution of our common stock from HCA;

-        fluctuations in the market value of our common stock;

-        changes in accounting practices;

-        changes in general economic conditions; and

-        other risk factors described in this report.

         As a consequence, current plans, anticipated actions and future
financial conditions and results may differ from those expressed in any
forward-looking statements made by or on behalf of our company. We undertake no
obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise. You are cautioned
not to unduly rely on



                                       14
<PAGE>   17

such forward-looking statements when evaluating the information presented in
this report.

Results of Operations

  Revenue/Volume Trends

         We expect our patient volumes and related revenues to continue to
increase as a result of the following factors:

-        Expanding Service Offerings. We believe our efforts to improve the
         quality and broaden the scope of healthcare services available at our
         facilities will lead to increased patient volumes. Recruiting and
         retaining both general practitioners and specialists for our non-urban
         communities is a key to the success of these efforts. Between the date
         of the distribution of our stock from HCA and March 31, 2001, we
         recruited 163 physicians, of which approximately 61% are specialists.
         Adding new physicians should help increase patient volumes which, in
         turn, should increase revenues. Continuing to add specialists should
         also allow us to grow by offering new services.

-        Improving Managed Care Position. We believe we have been able to
         negotiate contract terms that are generally more favorable for our
         facilities than terms available in urban markets.

-        Aging U.S. Population. In general, the population of the United States
         and of the communities that we serve is aging. At the end of 2000,
         approximately 13% of the U.S. population was 65 years old or older
         compared to 11% of the population at the end of 1980. This aging trend
         is projected to continue so that by 2025, approximately 18% of the U.S.
         population is expected to be older than 65.

         Although we expect our patient volumes to increase, the resulting
revenue will likely be offset in part by the following factors:

-        Revenues from Medicare, Medicaid and Managed Care Plans. We derive a
         significant portion of our revenues from Medicare, Medicaid and managed
         care plans. Admissions related to Medicare, Medicaid and managed care
         plan patients were 91.3% and 90.7% of total admissions for the three
         months ended March 31, 2001 and 2000, respectively. These payors
         receive significant discounts compared to other payors.

-        Efforts to Reduce Payments. Insurance companies, government programs
         (other than Medicare) and employers purchasing health care services for
         their employees also negotiate discounted fees rather than paying
         standard prices. Hospitals generally receive lower payments per patient
         under managed care plans than under traditional indemnity insurance
         plans. In addition, an increasing proportion of our services are
         reimbursed under prospective payment amounts regardless of the cost
         incurred.

-        Growth in Outpatient Services. We expect the growth trend in outpatient
         services to continue. A number of procedures once performed only on an
         inpatient basis have been, and will likely continue to be, converted to
         outpatient procedures. This conversion has occurred through continuing
         advances in pharmaceutical and medical technologies and as a result of
         efforts made by payors to control costs. Generally, the payments we
         receive for outpatient procedures are less than for similar procedures
         performed in an inpatient setting.

           Reductions in Medicare and Medicaid payment levels, the increase in
outpatient services and the patient volume being related to patients
participating in managed care plans will present ongoing challenges for us.
These challenges are exacerbated by our inability to control these trends and
the associated risks. To maintain or improve operating margins in the future, we
must, among other things, increase patient volumes while controlling the costs
of providing services. If we are not able to achieve these improvements and the
trend toward declining reimbursements and payments continues, results of
operations and cash flow will deteriorate.




                                       15
<PAGE>   18

Operating Results Summary

         The following is a summary of results of operations for the three
months ended March 31, 2001 and 2000 (dollars in millions):

<TABLE>
<CAPTION>
                                                THREE MONTHS ENDED MARCH 31,
                                        -------------------------------------------
                                               2001                     2000
                                        -------------------      ------------------
                                                     % OF                   % OF
                                         AMOUNT    REVENUES       AMOUNT   REVENUES
                                        --------   --------      --------  --------
<S>                                     <C>        <C>           <C>       <C>
Revenues ............................    $154.3     100.0%        $136.0     100.0%

Salaries and benefits ...............      60.3      39.1           55.7      41.0
Supplies ............................      19.6      12.7           17.0      12.5
Other operating expenses ............      28.4      18.4           29.7      21.8
Provision for doubtful accounts .....      12.0       7.8            9.1       6.7
                                         ------     -----         ------     -----
                                          120.3      78.0          111.5      82.0
                                         ------     -----         ------     -----

EBITDA (a)                                 34.0      22.0           24.5      18.0

Depreciation and amortization .......       8.1       5.3            8.4       6.1
Interest expense, net ...............       6.5       4.2            7.2       5.3
ESOP expense ........................       2.6       1.7            1.1       0.8
Gain on previously impaired assets ..      (0.5)     (0.4)            --        --
                                         ------     -----         ------     -----

Income before minority interests
 and income taxes ...................      17.3      11.2            7.8       5.8
Minority interests in earnings of
 consolidated entities ..............       0.6       0.4            0.6       0.5
                                         ------     -----         ------     -----
Income before income taxes ..........      16.7      10.8            7.2       5.3
Provision for income taxes ..........       8.1       5.2            3.2       2.3
                                         ------     -----         ------     -----
Net income ..........................    $  8.6       5.6%        $  4.0       3.0%
                                         ======     =====         ======     =====

% changes from prior year:
Revenues .............................               13.4%
Income before income taxes ...........              132.5
Net income ...........................              114.1
Admissions (b) .......................                9.9
Equivalent admissions (c) ............                8.4
Revenues per equivalent admission ....                4.7

Same hospital % changes from prior year (d):
Revenues..............................               11.0%
Admissions (b) .......................                5.8
Equivalent admissions (c) ............                9.0
Revenues per equivalent admission ....                1.8
</TABLE>

---------------

(a)      EBITDA is defined as income before depreciation and amortization,
         interest expense, gain on previously impaired assets, ESOP expense,
         minority interests in earnings of consolidated entities and income
         taxes. EBITDA is commonly used as an analytical indicator within the
         healthcare industry and also serves as a measure of leverage capacity
         and debt service ability. EBITDA should not be considered as a measure
         of financial performance under accounting principles generally accepted
         in the United States and the items excluded from EBITDA are significant
         components in understanding and assessing financial performance. EBITDA
         should not be considered in



                                       16
<PAGE>   19

         isolation or as an alternative to net income, cash flows generated by
         operating, investing or financing activities or other financial
         statement data presented in the condensed consolidated financial
         statements as an indicator of financial performance or liquidity.
         Because EBITDA is not a measurement determined in accordance with
         accounting principles generally accepted in the United States and is
         susceptible to varying calculations, EBITDA as presented may not be
         comparable to other similarly titled measures of other companies.

(b)      Represents the total number of patients admitted (in the facility for a
         period in excess of 23 hours) to our hospitals and is used by
         management and investors as a general measure of inpatient volume.

(c)      Management and investors use equivalent admissions as a general measure
         of combined inpatient and outpatient volume. We compute equivalent
         admissions by multiplying admissions (inpatient volume) by the sum of
         gross inpatient 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.

(d)      Same hospital information excludes the operations of hospitals which we
         either acquired or divested during the periods presented.

 For the Three Months Ended March 31, 2001 and 2000

         Revenues increased 13.4% to $154.3 million for the three months ended
March 31, 2001 compared to $136.0 million for the three months ended March 31,
2000, primarily as a result of an 11.0% increase in same hospital revenues, our
acquisition of two hospitals during fiscal 2000 and the opening of Bluegrass
Community Hospital on January 2, 2001. The increase in revenues was partially
offset by our sale of five hospitals during fiscal 2000. The 11.0% increase in
same hospital revenues resulted primarily from a 5.8% increase in same hospital
inpatient admissions and a 9.0% increase in same hospital equivalent admissions
(adjusted to reflect combined inpatient and outpatient volume).

         Revenues per equivalent admission increased 4.7% primarily as a result
of our acquisition of two hospitals in fiscal 2000 with higher revenues per
equivalent admission compared to our average. The higher revenues per equivalent
admission at one of the acquired hospitals resulted primarily from a low number
of outpatient procedures performed at that hospital as revenues from outpatient
services are generally lower than inpatient services. In addition, the higher
revenues per equivalent admission at the other acquired hospital resulted
primarily from a lower percentage of revenues from managed care plans as
compared to our average. The increase in revenues per equivalent admission was
partially offset by continued increases in managed care admissions as a
percentage of total admissions, which increased to 22.8% for the three months
ended March 31, 2001 compared to 21.4% for the three months ended March 31,
2000.

           Our costs did not increase at the same rate as our revenue. The
increase in volumes and revenues per equivalent admission contributed to the
reduction of our operating expenses as a percent of revenue because we were able
to spread our operating costs over an increased base of revenues.

         Salaries and benefits decreased as a percentage of revenues to 39.1%
for the three months ended March 31, 2001 from 41.0% for the three months ended
March 31, 2000 primarily as a result of improvements in labor productivity and
an increase in revenues per equivalent admission, as discussed above. In
addition, man-hours per equivalent admission decreased 7.7% over the same period
last year. The decrease in salaries and benefits as a percentage of revenues was
partially offset by an 8.2% increase in salaries and benefits per man-hour for
the three months ended March 31, 2001 compared to the three months ended March
31, 2000.

         Supply costs increased as a percentage of revenues to 12.7% for the
three months ended March 31, 2001 from 12.5% for the three months ended March
31, 2000. The cost of supplies per equivalent admission increased 6.3% primarily



                                       17
<PAGE>   20

as a result of increases in the number of surgeries performed by us during the
three months ended March 31, 2001 compared to the three months ended March 31,
2000 as supply costs incurred in connection with surgeries are higher than
supply costs incurred for other procedures. In addition, the increase is
partially due to increases in pharmaceutical costs, other supplies and increases
in new product development costs and general inflation.

         Other operating expenses decreased as a percentage of revenues to 18.4%
for the three months ended March 31, 2001 from 21.8% for the three months ended
March 31, 2000. Other operating expenses consist primarily of contract services,
physician recruitment, professional fees, repairs and maintenance, rents and
leases, utilities, insurance, marketing and non-income taxes. The decrease was
primarily the result of an increase in volumes and revenues per equivalent
admission as discussed above and a decrease in professional fees and contract
services as a percentage of revenues.

         Provision for doubtful accounts increased as a percentage of revenues
to 7.8% for the three months ended March 31, 2001 from 6.7% for the three months
ended March 31, 2000 primarily due to the effect of one of our fiscal 2000
acquisitions. The provision for doubtful accounts as a percentage of revenues at
this hospital was significantly higher than our average.

         Depreciation and amortization expense decreased to $8.1 million for the
three months ended March 31, 2001 from $8.4 million for the three months ended
March 31, 2000 primarily due to certain equipment which was fully depreciated in
fiscal 2000 and the sale of five hospitals during fiscal 2000. This decrease was
partially offset by an increase in depreciation and amortization expense related
to two hospitals we acquired during fiscal 2000.

         Net interest expense decreased to $6.5 million for the three months
ended March 31, 2001 from $7.2 million for the three months ended March 31,
2000. This decrease was primarily because of $0.9 million in interest income
recorded for the three months ended March 31, 2001 resulting from higher cash
balances during the three months ended March 31, 2001 compared to the three
months ended March 31, 2000.

         ESOP expense increased to $2.6 million for the three months ended March
31, 2001 from $1.1 million for the three months ended March 31, 2000. This
increase was primarily because of a higher average fair market value of our
common stock for the three months ended March 31, 2001 compared to the same
period last year. We recognize ESOP expense based on the average fair market
value of the shares committed to be released during the period.

         During the three months ended March 31, 2001, we recorded a $0.5
million pre-tax gain related to the favorable settlement of the sale of a
facility for which we previously recorded an impairment charge.

         Minority interests in earnings of consolidated entities remained
constant at $0.6 million for the three months ended March 31, 2001 and 2000.

         The provision for income taxes increased to $8.1 million for the three
months ended March 31, 2001 compared to $3.2 million for the three months ended
March 31, 2000. These provisions reflect effective income tax rates of 48.4% for
2001 compared to 44.0% for 2000. The increase in the effective rate results from
the increase in the nondeductible portion of ESOP expense.

         Net income increased to $8.6 million for the three months ended March
31, 2001 compared to $4.0 million for the three months ended March 31, 2000
because of the reasons described above.



                                       18
<PAGE>   21

Liquidity and Capital Resources

         We rely on our bank credit facilities and other traditional funding
sources to supplement any cash needs not met by operations. At March 31, 2001,
we had working capital of $156.3 million compared to $65.4 million at December
31, 2000 primarily due to a $100.4 million increase in cash from the net
proceeds of our public offering of 3,680,000 shares of common stock. The
increase in working capital was offset by increases in current maturities of
long-term debt of $1.1 million, an increase in accrued interest of $4.0 million
on our Notes which will be paid in the second quarter of 2001, and a net
increase in income taxes payable of $8.7 million.

         Cash provided by operating activities increased to $37.6 million for
the three months ended March 31, 2001 compared to $21.6 million for the three
months ended March 31, 2000. This increase was primarily due to a higher net
income and increases in working capital, as discussed above.

         Cash used in investing activities increased to $9.4 million during the
three months ended March 31, 2001 compared to $7.9 million in the three months
ended March 31, 2000. The increase was primarily the result of increased capital
expenditures of $9.4 million for the three months ended March 31, 2001 compared
to $7.6 million for the three months ended March 31, 2000. At March 31, 2001,
there were projects under construction that had an estimated additional cost to
complete and equip of approximately $12.9 million. We anticipate that these
projects will be completed over the next fifteen months. We believe our capital
expenditure program is adequate to expand, improve and equip our existing
healthcare facilities. We expect to make total capital expenditures in 2001 of
approximately $40 million, excluding acquisitions.

         Cash provided by financing activities was $78.7 million for the three
months ended March 31, 2001 compared to cash used in financing activities of
$0.6 million for the three months ended March 31, 2000. The increase was
primarily from the net proceeds of $100.4 million from our public offering of
common stock as described above. The increase was partially offset by repayments
of $22.2 million under our bank credit agreement.

          Subsequently, during April and May of 2001, we used the proceeds,
along with existing cash, to repay $117.1 million of bank debt which represented
the remaining borrowings outstanding under our existing bank credit agreement as
of March 31, 2001.

          Management does not consider the sale of any assets to be necessary to
repay our indebtedness or to provide working capital. However, for other
reasons, we may sell facilities in the future from time to time. Management
expects that operations and amounts available under our bank credit agreement
will provide sufficient liquidity for the next twelve months.

          We intend to acquire additional hospitals and are actively seeking
acquisitions. These acquisitions may, however, require additional financing. We
also continually review our capital needs and financing opportunities and may
seek additional financing for our acquisition program or other needs.

          We do not expect to pay dividends on our common stock in the
foreseeable future.

Contingencies

  HCA Investigations, Litigation and Indemnification Rights

          HCA has been the subject of various federal and state investigations,
qui tam actions, shareholder derivative and class action suits, patient/payer
actions and general liability claims. These investigations, actions and claims
relate to HCA and its subsidiaries, including subsidiaries that, prior to our
formation as an independent company, owned the facilities we now own.

         On December 14, 2000, HCA announced that it signed an agreement with
the Department of Justice and four U.S. attorneys' offices resolving all pending
federal criminal issues in the government's investigation. HCA also announced at
this time that it signed a civil settlement agreement with the Department of
Justice resolving civil false claims issues related to DRG coding, outpatient
laboratory and home health. The criminal agreement has been accepted by the
federal district courts. The civil settlement agreement is conditioned on court
approval of the settlement. These agreements relate only to conduct that was the
subject of the federal investigations resolved in the agreements, and HCA has
stated publicly that it




                                       19
<PAGE>   22

continues to discuss civil claims relating to cost reporting and physician
relations with the government.

         Based on our review of documents filed by HCA with the Securities and
Exchange Commission, the agreements with the government do not resolve all qui
tam actions filed by private parties against HCA. Representatives of state
attorneys general have agreed to recommend to state officials that HCA be
released from criminal and civil liability related to the matters covered by the
settlement agreements.

         HCA has disclosed that, on March 15, 2001, the Department of Justice
filed a status report setting forth the government's decisions regarding
intervention in existing qui tam actions against HCA and filed formal complaints
for those suits in which the government has intervened. HCA stated that, of the
original 30 qui tam actions, the Department of Justice remains active in eight
actions. The actions are not covered by the settlement agreements.

         In addition, five of our current and former hospitals received notices
in early 2001 from the Health Care Financing Administration, a United States
government agency that runs the Medicare and Medicaid programs. The notices
stated that HCFA was re-opening, for examination, cost reports for Medicare and
Medicaid reimbursement filed by these hospitals for periods between 1993 and
1998, which pre-dates our spin-off from HCA.

         HCA agreed to indemnify us for any losses, other than consequential
damages, arising from the pending governmental investigations of HCA's business
practices prior to the date of the distribution and losses arising from legal
proceedings, present or future, related to the investigation or actions engaged
in prior to the distribution that relate to the investigation. However, we could
be held responsible for any claims that are not covered by the agreements
reached with the federal government or for which HCA is not required to, or
fails to, indemnify us. We may also be affected by the initiation of additional
investigations or claims against HCA in the future, if any, and the related
media coverage. Therefore, it is possible that our results of operations,
financial position and liquidity in a particular period could be materially,
adversely affected upon the resolution of certain of these contingencies.

  Americans With Disabilities Act Claim

         On January 12, 2001, Access Now, Inc., a disability rights
organization, filed a class action lawsuit against each of our hospitals
alleging non-compliance with the accessibility guidelines under the Americans
with Disabilities Act. The lawsuit, filed in the United States District Court
for the Eastern District of Tennessee, seeks injunctive relief requiring
facility modification, where necessary, to meet the ADA guidelines, along with
attorneys fees and costs. We are working with Access Now to determine the scope
of facility modification needed to comply with the Act.

  Corporate Integrity Agreement

         In December 2000, we entered into a corporate integrity agreement with
the Office of Inspector General and agreed to maintain our compliance program in
accordance with the corporate integrity agreement. Complying with the compliance
measures and reporting and auditing requirements of the corporate integrity
agreement will require additional efforts and costs. Failure to comply with the
terms of the corporate integrity agreement could subject us to significant
monetary penalties.

  General Liability Claims

         We are, from time to time, subject to claims and suits arising in the
ordinary course of business, including claims for damages for personal injuries,
breach of management contracts, for wrongful restriction of, or interference
with,


                                       20
<PAGE>   23
physicians' staff privileges and employment related claims. In certain of these
actions, plaintiffs request punitive or other damages against us which may not
be covered by insurance. We are currently not a party to any proceeding which,
in management's opinion, would have a material adverse effect on our business,
financial condition or results of operations.

  Physician Commitments

        We have committed to provide financial assistance pursuant to recruiting
agreements with various physicians practicing in the communities in which we
serve. In consideration for a physician relocating to one of our communities and
agreeing to engage in private practice for the benefit of the respective
community, we may loan money to a physician, normally over a period of one year,
to assist in establishing his or her practice. We have committed to advance
amounts of approximately $11.6 at March 31, 2001. The actual amount of
commitments to be subsequently advanced to physicians often depends on the
financial results of a physician's private practice during the guaranteed
period. Generally, amounts advanced under the recruiting agreements may be
forgiven prorata over a period of 48 months contingent on the physician
continuing to practice in the respective community. It is management's opinion
that amounts actually advanced and not repaid will not have a material adverse
effect on our results of operations or financial position.

  Acquisitions

        We have acquired and will continue to acquire businesses with prior
operating histories. Acquired companies may have unknown or contingent
liabilities, including liabilities for failure to comply with health care laws
and regulations, such as billing and reimbursement, fraud and abuse and similar
anti-referral laws. Although we institute policies intended to conform practices
to its standards following completion of acquisitions, there can be no assurance
that we will not become liable for past activities that may later be asserted to
be improper by private plaintiffs or government agencies. Although we generally
seek to obtain indemnification from prospective sellers covering these matters,
there can be no assurance that any matter will be covered by indemnification, or
if covered, that the indemnification will be adequate to cover potential losses
and fines.

Inflation

         The health care industry is labor intensive. Wages and other expenses
increase during periods of inflation and when shortages in marketplaces occur.
In addition, suppliers pass along rising costs to us in the form of higher
prices. Our ability to pass on these increased costs is limited because of
increasing regulatory and competitive pressures. In the event we experience
inflationary pressures, results of operations may be materially affected.

Health Care Reform

         In recent years, an increasing number of legislative proposals have
been introduced or proposed to Congress and in some state legislatures. While we
are unable to predict which, if any, proposals for health care reform will be
adopted, there can be no assurance that proposals adverse to our business will
not be adopted.




                                       21
<PAGE>   24

Item 3:  Quantitative and Qualitative Disclosures about Market Risk

         During the three months ended March 31, 2001 there were no material
changes in the quantitative and qualitative disclosures about market risks
presented in the Company's Annual Report on Form 10-K for the year ended
December 31, 2000.

                           Part II: Other Information

Item 6:  Exhibits and Reports on Form 8-K

    (a)  List of Exhibits:



<TABLE>
<CAPTION>
EXHIBIT NUMBER                  DESCRIPTION
--------------                  -----------

<S>               <C>
  3.1             Certificate of Incorporation of LifePoint Hospitals, Inc.
                  Incorporated by reference from the LifePoint Hospitals, Inc.
                  Quarterly Report on Form 10-Q for the quarter ended March 31,
                  1999.

  3.2             Bylaws of LifePoint Hospitals, Inc. Incorporated by reference
                  from the LifePoint Hospitals, Inc. Quarterly Report on Form
                  10-Q for the quarter ended March 31, 1999.

  3.3             Certificate of Incorporation of LifePoint Hospitals
                  Holdings, Inc. Incorporated by reference from the LifePoint
                  Hospitals Holdings, Inc. Annual Report on Form 10-K for the
                  year ended December 31, 1999.

  3.4             Bylaws of LifePoint Hospitals Holdings, Inc. Incorporated by
                  reference from the LifePoint Hospitals Holdings, Inc. Annual
                  Report on Form 10-K for the year ended December 31, 1999.

 10               Amendment No. 1 to Employment Agreement of James M. Fleetwood,
                  Jr.
</TABLE>



    (b) Reports on Form 8-K filed during the three months ended March 31, 2001:

           On January 9, 2001, we furnished information pursuant to Item 9 of
Form 8-K announcing the signing of our Corporate Integrity Agreement with the
Department of Health and Human Services Office of Inspector General; the opening
of Bluegrass Community Hospital; and that our Chairman and Chief Executive
Officer, James M. Fleetwood, Jr., would be speaking at a healthcare conference.

           On January 31, 2001, we furnished information pursuant to Item 9 of
Form 8-K announcing our intention to issue a press release containing our fourth
quarter and year ended December 31, 2000 earnings results on Tuesday, February
6, 2001.

           On February 16, 2001, we filed pursuant to Item 5 of Form 8-K a copy
of our press release on February 6, 2001 containing fourth quarter and year
ended December 31, 2000 earnings results.




                                       22
<PAGE>   25

                                    SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                    LifePoint Hospitals, Inc.



Date:  May 14, 2001                 /s/ Kenneth C. Donahey
                                    -------------------------------------
                                    Kenneth C. Donahey
                                    Executive Vice President &
                                    Chief Financial Officer



                                    LifePoint Hospitals Holdings, Inc.



Date:  May 14, 2001                 /s/ Kenneth C. Donahey
                                    -------------------------------------
                                    Kenneth C. Donahey
                                    Executive Vice President &
                                    Chief Financial Officer




                                       23
<PAGE>   26

                                 EXHIBIT INDEX



<TABLE>
<CAPTION>
EXHIBIT NUMBER                  DESCRIPTION
--------------                  -----------

<S>               <C>
  3.1             Certificate of Incorporation of LifePoint Hospitals, Inc.
                  Incorporated by reference from the LifePoint Hospitals, Inc.
                  Quarterly Report on Form 10-Q for the quarter ended March 31,
                  1999.

  3.2             Bylaws of LifePoint Hospitals, Inc. Incorporated by reference
                  from the LifePoint Hospitals, Inc. Quarterly Report on Form
                  10-Q for the quarter ended March 31, 1999.

  3.3             Certificate of Incorporation of LifePoint Hospitals
                  Holdings, Inc. Incorporated by reference from the LifePoint
                  Hospitals Holdings, Inc. Annual Report on Form 10-K for the
                  year ended December 31, 1999.

  3.4             Bylaws of LifePoint Hospitals Holdings, Inc. Incorporated by
                  reference from the LifePoint Hospitals Holdings, Inc. Annual
                  Report on Form 10-K for the year ended December 31, 1999.

 10               Amendment No. 1 to Employment Agreement of James M. Fleetwood,
                  Jr.
</TABLE>




                                       24