##### Table of Contents



UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 10-Q
   (Mark One)þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    June 30, 2007Oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number:
    000-51251
  
 (Exact name of registrant as
    specified in its charter)
   Delaware

20-1538254(State or Other Jurisdiction
    of
    Incorporation or Organization)

(I.R.S. Employer
    Identification No.)103 Powell Court, Suite 200
    Brentwood, Tennessee(Address of Principal
    Executive Offices)

37027(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)
   þ o
  Rule 12b-2
 þ o o
  Rule 12b-2 o þ




---



##### 



TABLE OF
    CONTENTS
  
  PART
    I  FINANCIAL INFORMATIONItem 1.

Financial
    Statements


3Item 2.

Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations


23Item 3.

Quantitative and
    Qualitative Disclosures about Market Risk


56Item 4.

Controls and
    Procedures


56PART
    II  OTHER INFORMATIONItem 1.

Legal
    Proceedings


57Item 1A.

Risk
    Factors


57Item 4.

Submission of
    Matters to a Vote of Security Holders


58Item 6.

Exhibits


58Ex-10.1 LifePoint Hospitals, Inc. Change in Control Severence PlanEx-10.2 Addendum to the Comprhensive Service Agreement for Diagnostic Imaging and Biomedical ServicesEx-31.1 Section 302 Certification of the CEOEx-31.2 Section 302 Certification of the CFOEx-32.1 Section 906 Certification of the CEOEx-32.2 Section 906 Certification of the CFO   2




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##### Table of Contents



PART I 
    FINANCIAL INFORMATION  Item 1.
    Financial
    Statements.  LIFEPOINT
    HOSPITALS, INC.
  CONDENSED
    CONSOLIDATED STATEMENTS OF OPERATIONS
  Unaudited
 (In
    millions, except per share amounts)
  Three Months Ended


Six Months EndedJune 30,


June 30,2006


2007


2006


2007Revenues

$
560.2


$
654.3


$
1,140.8


$
1,315.5Salaries and benefits


225.0



257.1



452.1



514.0Supplies


76.8



89.7



158.6



182.1Other operating expenses


99.1



123.0



192.5



237.3Provision for doubtful accounts


56.8



81.2



122.7



154.4Depreciation and amortization


16.0



34.4



46.6



66.9Interest expense, net


24.2



25.4



47.1



51.8497.9



610.8



1,019.6



1,206.5Income from continuing operations
    before minority interests and income taxes


62.3



43.5



121.2



109.0Minority interests in earnings of
    consolidated entities


0.4



0.8



0.7



1.1Income from continuing operations
    before income taxes


61.9



42.7



120.5



107.9Provision for income taxes


24.7



18.1



48.1



44.6Income from continuing operations


37.2



24.6



72.4



63.3Discontinued operations, net of
    income taxes:Loss from discontinued operations


(2.1
)


(2.6
)


(3.7
)


(3.5
)Impairment of assets






(8.5
)






(16.4
)(Loss) gain on sale of hospitals


(0.3
)


(0.1
)


3.5



(0.2
)Loss from discontinued operations


(2.4
)


(11.2
)


(0.2
)


(20.1
)Cumulative effect of change in
    accounting principle, net of income taxes










0.7



Net income

$
34.8


$
13.4


$
72.9


$
43.2Basic earnings (loss) per share:Continuing operations

$
0.67


$
0.44


$
1.30


$
1.13Discontinued operations


(0.04
)


(0.20
)






(0.36
)Cumulative effect of change in
    accounting principle










0.01



Net income

$
0.63


$
0.24


$
1.31


$
0.77Diluted earnings (loss) per share:Continuing operations

$
0.66


$
0.43


$
1.29


$
1.11Discontinued operations


(0.04
)


(0.20
)






(0.35
)Cumulative effect of change in
    accounting principle










0.01



Net income

$
0.62


$
0.23


$
1.30


$
0.76Weighted average shares and
    dilutive securities outstanding:Basic


55.6



56.1



55.5



56.0Diluted


56.2



57.2



56.1



57.0    3




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##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  CONDENSED
    CONSOLIDATED BALANCE SHEETS
  (Dollars
    in millions, except per share amounts)
  December 31,


June 30,2006(1)


2007(Unaudited)ASSETSCurrent assets:Cash and cash equivalents

$
12.2


$
13.4Accounts receivable, less
    allowances for doubtful accounts of $326.2 and $409.5 at
    December 31, 2006 and June 30, 2007, respectively


321.6



307.3Inventories


65.9



68.6Assets held for sale


155.1



29.5Prepaid expenses


12.6



15.9Income taxes receivable


11.2



Deferred tax assets


49.2



149.8Other current assets


20.6



19.0648.4



603.5Property and equipment:Land


76.8



71.6Buildings and improvements


1,061.5



1,151.1Equipment


597.7



622.7Construction in progress (estimated
    cost to complete and equip after June 30, 2007 is $87.0)


72.0



75.81,808.0



1,921.2Accumulated depreciation


(468.6
)


(528.9
)1,339.4



1,392.3Deferred loan costs, net


31.1



41.4Intangible assets, net


33.7



47.0Other


4.5



4.9Goodwill


1,581.3



1,519.1$
3,638.4


$
3,608.2LIABILITIES AND
    STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
108.4


$
74.8Accrued salaries


68.3



63.5Accrued interest


11.3



34.4Income taxes payable






16.9Other current liabilities


115.8



80.0Current maturities of long-term debt


0.5



0.5304.3



270.1Long-term debt


1,668.4



1,525.6Deferred income taxes


120.5



138.0Professional and general liability
    claims and other liabilities


82.3



78.9Long-term income tax liability






55.1Minority interests in equity of
    consolidated entities


12.9



15.6Stockholders 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; 57,365,018 and
    58,053,010 shares issued and outstanding at
    December 31, 2006 and June 30, 2007, respectively


0.6



0.6Capital in excess of par value


1,044.4



1,068.9Unearned ESOP compensation


(6.4
)


(4.8
)Accumulated other comprehensive loss


(9.6
)


(3.8
)Retained earnings


421.0



464.01,450.0



1,524.9$
3,638.4


$
3,608.2     (1)
    
    Derived from audited financial statements.   4




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##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    Unaudited
    (In millions)
  Three Months Ended


Six Months EndedJune 30,


June 30,2006


2007


2006


2007Cash flows from operating
    activities:Net income

$
34.8


$
13.4


$
72.9


$
43.2Adjustments to reconcile net income
    to net cash provided by operating activities:Loss from discontinued operations


2.4



11.2



0.2



20.1Cumulative effect of change in
    accounting principle, net of income taxes










(0.7
)


Stock-based compensation


2.6



3.6



5.8



7.2ESOP expense (non-cash portion)


2.6



2.5



5.0



4.7Depreciation and amortization


16.0



34.4



46.6



66.9Amortization of deferred loan costs


1.4



1.7



2.7



3.0Minority interests in earnings of
    consolidated entities


0.4



0.8



0.7



1.1Deferred income taxes


2.9



(16.6
)


(0.2
)


(35.0
)Reserve for professional and
    general liability claims, net


2.3



4.6



4.1



4.1Increase (decrease) in cash from
    operating assets and liabilities, net of effects from
    acquisitions and divestitures:Accounts receivable


6.3



7.0



(3.8
)


(0.5
)Inventories and other current assets


(2.6
)


4.0



(6.0
)


(7.2
)Accounts payable and accrued
    expenses


11.6



20.5



(5.7
)


(12.8
)Income taxes payable/receivable


(21.3
)


(3.5
)


(7.7
)


38.7Other


(0.1
)


0.7



0.4



1.8Net cash provided by operating
    activities  continuing operations


59.3



84.3



114.3



135.3Net cash (used in) provided by
    operating activities  discontinued operations


(1.0
)


(5.2
)


(0.8
)


7.6Net cash provided by operating
    activities


58.3



79.1



113.5



142.9Cash flows from investing
    activities:Purchase of property and equipment


(44.9
)


(40.6
)


(95.0
)


(72.6
)Acquisitions, net of cash acquired


(257.1
)






(260.6
)


Other


(0.3
)


2.0



(0.6
)


1.8Net cash used in investing
    activities  continuing operations


(302.3
)


(38.6
)


(356.2
)


(70.8
)Net cash provided by investing
    activities  discontinued operations


7.7



72.7



27.6



72.8Net cash (used in) provided by
    investing activities


(294.6
)


34.1



(328.6
)


2.0Cash flows from financing
    activities:Proceeds from borrowings


250.0



575.0



260.0



615.0Payments of borrowings


(10.0
)


(705.1
)


(20.0
)


(757.5
)Proceeds from exercise of stock
    options






11.1



0.3



12.1Payment of debt issuance costs






(13.3
)


(0.4
)


(13.3
)Other


(0.5
)


(0.4
)


1.1



Net cash provided by (used in)
    financing activities


239.5



(132.7
)


241.0



(143.7
)Change in cash and cash equivalents


3.2



(19.5
)


25.9



1.2Cash and cash equivalents at
    beginning of period


53.1



32.9



30.4



12.2Cash and cash equivalents at end of
    period

$
56.3


$
13.4


$
56.3


$
13.4Supplemental disclosure of cash
    flow information:Interest payments

$
19.9


$
1.4


$
45.0


$
30.2Capitalized interest

$
0.2


$
0.7


$
0.3


$
1.4Income taxes paid, net

$
43.5


$
38.1


$
56.2


$
40.5    5




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##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
    CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
    For the Six Months Ended June 30, 2007
    Unaudited
    (In millions)
  AccumulatedCapital in


Unearned


OtherCommon Stock


Excess of


ESOP


Comprehensive


RetainedShares


Amount


Par Value


Compensation


Income (Loss)


Earnings


TotalBalance at December 31, 2006


57.4


$
0.6


$
1,044.4


$
(6.4
)

$
(9.6
)

$
421.0


$
1,450.0Comprehensive income:Net income






















43.2



43.2Net change in fair value of
    interest rate swap, net of tax expense of $3.0


















5.8







5.8Total comprehensive income


























49.0Cumulative impact of change in
    accounting for uncertainty in income taxes (FIN 48)






















(0.2
)


(0.2
)Non-cash ESOP compensation earned










3.5



1.6











5.1Exercise of stock options,
    including tax benefits and other


0.4







13.2















13.2Stock activity in connection with
    employee stock purchase plans










0.7















0.7Stock-based
    compensation  nonvested stock










3.8















3.8Stock-based
    compensation  stock options










3.3















3.3Nonvested stock issued to key
    employees, net of forfeitures


0.3























Balance at June 30, 2007


58.1


$
0.6


$
1,068.9


$
(4.8
)

$
(3.8
)

$
464.0


$
1,524.9    6




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##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 June 30, 2007
 Unaudited
  Note 1.
    Basis of
    Presentation  and/or
    Form 10-Q Regulation S-X. Form 10-K
      Note 2.
    Acquisitions  Four
    HCA Hospitals
  155-bed
   7




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##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Inventories

$
13.0Prepaid expenses


1.6Other current assets


0.8Property and equipment


198.0Intangible assets


5.0Goodwill


47.6Total assets acquired, excluding
    cash


266.0Accounts payable


0.2Accrued salaries


5.6Other current liabilities


2.4Total liabilities assumed


8.2Net assets acquired

$
257.8       Note 3.
    Discontinued
    Operations  Coastal
    Carolina Medical Center
    Colorado
    River Medical Center
   8




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##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Three Months


Six MonthsEnded


EndedJune 30, 2007


June 30, 2007Net working capital

$
1.1


$
4.5Property and equipment






4.9Goodwill






3.11.1



12.5Income tax benefit


(0.4
)


(3.9
)$
0.7


$
8.6   Two
    Former HCA Hospitals
    Smith
    County Memorial Hospital
    Medical
    Center of Southern Indiana and Ashland Regional Medical
    Center
    Impact
    of Discontinued Operations
   9




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##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Three Months Ended


Six Months EndedJune 30,


June 30,2006


2007


2006


2007Revenues

$
11.7


$
18.2


$
31.5


$
55.9Loss before income taxes


(3.3
)


(4.2
)


(5.8
)


(5.4
)     Current


Property and


IntangibleAssets


Equipment


Assets, Net


TotalBalance at December 31, 2006

$
14.1


$
140.6


$
0.4


$
155.1Sale of Saint Francis


(3.7
)


(38.0
)


(0.2
)


(41.9
)Impairment of Colorado River


(4.4
)


(5.1
)






(9.5
)Sale of St. Josephs


(4.6
)


(68.5
)


(0.2
)


(73.3
)Net change in balances related to
    held for sale hospitals


(0.5
)


(0.4
)






(0.9
)Balance at June 30, 2007

$
0.9


$
28.6


$



$
29.5   Note 4.
    Goodwill
    and Intangible Assets    Balance at December 31, 2006

$
1,581.3Impairment related to held for
    sale hospitals


(10.2
)Consideration adjustments and
    adjustments to purchase price allocations for acquisitions


(52.0
)Balance at June 30, 2007

$
1,519.1  10




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##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    GrossCarrying


Accumulated


NetClass of Intangible Asset

Amount


Amortization


TotalAmortized intangible assets:Contract-based physician minimum
    revenue guarantees:Balance at December 31, 2006

$
21.0


$
(1.7
)

$
19.3Additions


12.2







12.2Impairment related to Coastal


(0.3
)






(0.3
)Amortization expense






(2.3
)


(2.3
)Balance at June 30, 2007

$
32.9


$
(4.0
)

$
28.9Non-competition agreements:Balance at December 31, 2006

$
16.6


$
(4.8
)

$
11.8Additions


0.8







0.8Amortization expense






(1.4
)


(1.4
)Balance at June 30, 2007

$
17.4


$
(6.2
)

$
11.2Indefinite-lived intangible assets:Certificates of need:Balance at December 31, 2006

$
2.6


$



$
2.6Additions (purchase price
    allocations for acquisitions)


4.5







4.5Impairment related to Coastal


(0.2
)






(0.2
)Balance at June 30, 2007

$
6.9


$



$
6.9Total intangible assets:Balance at December 31, 2006

$
40.2


$
(6.5
)

$
33.7Additions


17.5







17.5Impairment related to Coastal


(0.5
)






(0.5
)Amortization expense






(3.7
)


(3.7
)Balance at June 30, 2007

$
57.2


$
(10.2
)

$
47.0   Contract-Based
    Physician Minimum Revenue Guarantees
  No. 45-3, FIN 45-3). FIN 45-3,
 11




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##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Non-Competition
    Agreements
    Certificates
    of Need
    Note 5.
    Accounting
    for Uncertainty in Income Taxes    Reclassification from current
    deferred tax assets

$
14.4Increase to current deferred tax
    assets


36.9Increase in goodwill


0.5Cumulative impact of change
    recorded in retained earnings


0.2$
52.0       January 1,


June 30,2007


2007Unrecognized tax benefits

$
45.8


$
47.8Accrued interest and penalties


6.2



7.3$
52.0


$
55.1  12




---



##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
         13




---



##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 6.
    Earnings
    (Loss) Per Share    Three Months


Six MonthsEnded


EndedJune 30,


June 30,2006


2007


2006


2007Numerator:Numerator for basic and diluted
    earnings (loss) per share  income from continuing
    operations

$
37.2


$
24.6


$
72.4


$
63.3Loss from discontinued operations,
    net of income taxes


(2.4
)


(11.2
)


(0.2
)


(20.1
)Cumulative effect of change in
    accounting principle










0.7



$
34.8


$
13.4


$
72.9


$
43.2Denominator:Denominator for basic earnings
    (loss) per share  weighted average shares outstanding


55.6



56.1



55.5



56.0Effect of dilutive securities:Employee stock benefit plans


0.6



1.1



0.6



1.0Denominator for diluted earnings
    (loss) per share  weighted average shares


56.2



57.2



56.1



57.0Basic earnings (loss) per share:Continuing operations

$
0.67


$
0.44


$
1.30


$
1.13Discontinued operations


(0.04
)


(0.20
)






(0.36
)Cumulative effect of change in
    accounting principle










0.01



Net income

$
0.63


$
0.24


$
1.31


$
0.77Diluted earnings (loss) per share:Continuing operations

$
0.66


$
0.43


$
1.29


$
1.11Discontinued operations


(0.04
)


(0.20
)






(0.35
)Cumulative effect of change in
    accounting principle










0.01



Net income

$
0.62


$
0.23


$
1.30


$
0.76   1 2 1 4 1 2 1 4
  Note 7.
    Recently
    Issued Accounting Pronouncements   14




---



##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Note 8.
    Change in
    the Companys Chief Financial Officer       15




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##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Note 9.
    Stock-Based
    Compensation    Stock
    Options
        Six Months EndedJune 30,2006

2007Expected volatility

33.0%

25.4%Risk free interest rate (range)

4.38% - 4.99%

4.48% - 5.21%Expected dividends



Average expected term (years)

5.4

5.1Fair value per share of stock
    options granted

$11.09

$10.38    16




---



##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Nonvested
    Stock
           17




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##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Three Months Ended


Six Months EndedJune 30,


June 30,2006


2007


2006


2007Nonvested stock

$
1.1


$
1.7


$
3.0


$
3.9Stock options


1.5



1.9



2.8



3.3Total stock-based compensation
    expense

$
2.6


$
3.6


$
5.8


$
7.2Tax benefits on stock-based
    compensation expense

$
1.0


$
1.5


$
2.2


$
2.9     Note 10.
    Long-Term
    Debt    December 31,


June 30,2006


2007Senior Borrowings:Credit Agreement:Term B Loans

$
1,321.9


$
714.4Revolving Loans


110.0



1,431.9



714.4Subordinated Borrowings:Province
    71/2% Senior
    Subordinated Notes


6.1



6.1Province
    41/4% Convertible
    Subordinated Notes, due 2008


0.1



0.131/2% Convertible
    Senior Subordinated Notes, due 2014






575.031/4% Convertible
    Senior Subordinated Debentures, due 2025


225.0



225.0231.2



806.2Capital leases/other


5.8



5.5Total long-term debt


1,668.9



1,526.1Less: current portion


0.5



0.5$
1,668.4


$
1,525.6   Senior
    Secured Credit Facilities
  1 2
 18




---



##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    1 2
  31/2% Convertible
    Senior Subordinated Notes due May 15, 2014
  1 2 1 2 1 2
  1 2 1 2 1 2
  1 2 1 2
  1 2
  1 2 1 2 1 2
  1 2
 19




---



##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  1 2
  Note 11.
    Interest
    Rate Swap    Notional
    Schedule
  Date Range

Notional AmountNovember 30, 2006 to
    November 30, 2007

$
900.0 millionNovember 30, 2007 to
    November 30, 2008

$
750.0 millionNovember 30, 2008 to
    November 30, 2009

$
600.0 millionNovember 30, 2009 to
    November 30, 2010

$
450.0 millionNovember 30, 2010 to
    May 30, 2011

$
300.0 million      20




---



##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 12.
    Contingencies  Americans
    with Disabilities Act Claim
  facility-by-facility
    Legal
    Proceedings and General Liability Claims
    Physician
    Commitments
   21




---



##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  FIN 45-3,
  Capital
    Expenditure Commitments
        40-year
    Acquisitions
   22




---



##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.  Form 10-K
  Overview
    Three Months


Six MonthsEnded


EndedJune 30,


June 30,2006


2007


2006


2007Revenues

$
560.2


$
654.3


$
1,140.8


$
1,315.5Income from continuing operations

$
37.2


$
24.6


$
72.4


$
63.3Diluted earnings per share from
    continuing operations

$
0.66


$
0.43


$
1.29


$
1.11   Key
    Challenges
    
    Increases in Provision for Doubtful
    Accounts.  We have experienced an increase in our
    provision for doubtful accounts during recent years. These
    increases were the result of an increased number of uninsured
    patients and an increase in co-payments and deductibles from
    healthcare plan design changes. These changes increase
    collection costs and reduce overall cash collections.    Provision forDoubtful Accounts2006


2007First Quarter

$
68.6


$
77.7Second Quarter


60.2



84.6Third Quarter


73.9



N/AFourth Quarter


71.2



N/A$
273.9


$
162.3    23




---



##### Table of Contents



Charity andIndigent CareWrite-Offs2006


2007First Quarter

$
6.0


$
16.2Second Quarter


12.2



14.1Third Quarter


11.6



N/AFourth Quarter


16.6



N/A$
46.4


$
30.3     Self-Pay Revenues2006


2007First Quarter

$
73.8


$
80.3Second Quarter


73.3



87.1Third Quarter


88.3



N/AFourth Quarter


75.1



N/A$
310.5


$
167.4     Revenue DaysOutstandingin AccountsReceivable2006


2007March 31


39.6



40.8June 30


40.7



41.4September 30


45.1



N/ADecember 31


43.1



N/A     AdjustedRevenue DaysOutstandingin Accounts Receivable2006


2007March 31


44.7



45.9June 30


45.5



47.5September 30


50.5



N/ADecember 31


48.1



N/A  24




---



##### Table of Contents



December 31,


March 31,


June 30,2006


2007


2007Insured receivables


37.1
%


33.8
%


32.1
%Uninsured receivables (including
    copayments and deductibles)


62.9



66.2



67.9100.0
%


100.0
%


100.0
%     December 31,


March 31,


June 30,2006


2007


20070 to 60 days


49.3
%


47.9
%


45.9
%61 to 150 days


21.3



18.2



18.6Over 150 days


29.4



33.9



35.5100.0
%


100.0
%


100.0
%     
    Physician Recruitment and
    Retention.  Recruiting and retaining both primary
    care physicians and specialists for our non-urban communities is
    a key to increasing revenues, patient volumes and the value that
    the communities place on our hospitals. The medical staffs at
    our hospitals are typically small, and our revenues are
    negatively affected by the loss of physicians. Our management
    believes that continuing to add specialists should help our
    hospitals increase volumes by offering new services. For the six
    months ended June 30, 2007, we recruited 126 new admitting
    physicians and spent $12.7 million on physician
    recruitment, including physician minimum revenue guarantee
    payments. We plan to recruit approximately 41 additional
    admitting physicians during the second half of 2007.
    Challenges in Professional and General Liability
    Costs.  Professional and general liability costs
    remain a challenge to us, and we expect this pressure to
    continue in the future. Additionally, we have recently
    experienced unfavorable claims development related to
    professional and general liability costs as reflected in our
    external actuarial reports.
    Substantial Indebtedness.  Our consolidated
    debt was $1,526.1 million as of June 30, 2007, and we
    incurred $51.8 million of net interest expense during the
    six months ended June 30, 2007. Our substantial
    indebtedness increases our cost of capital, decreases our net
    income and reduces the amount of funds available for operations,
    capital expenditures and future acquisitions. We are in
    compliance with our financial debt covenants as of June 30,
    2007 and believe we will be in compliance with them throughout
    2007. It is not our intent to maintain large cash balances, and
    we will focus on reducing our indebtedness during the second
    half of 2007.
    The Joint Commission Accreditation.  Our
    hospitals are subject to periodic accreditation surveys by The
    Joint Commission. Effective February 17, 2007, The Joint
    Commission issued a preliminary denial of accreditation with
    respect to DRMC which we are appealing. We are working
    collaboratively with The Joint Commission and other regulatory
    bodies to address the requirements for improvement. DRMC remains
    accredited by The Joint Commission and Medicare certified and
    intends to take such steps as are necessary to retain
    accreditation by The Joint Commission.
    Medicare Changes.  We have experienced changes
    with respect to governmental reimbursement that are affecting
    our growth. Effective October 1, 2005, Centers for Medicare
    and Medicaid Services (CMS) expanded the post-acute
    transfer policy from 30 diagnosis related groups
    (DRGs) to 182 DRGs, resulting in an approximate
    $6.0 million reduction in our Medicare inpatient
    prospective 25




---



##### Table of Contents



payments for federal fiscal year 2006. CMS further expanded the
    list to 192 DRGs during federal fiscal year 2007; however, we do
    not anticipate any material increase in payment reductions for
    2007. On April 13, 2007, CMS issued its hospital inpatient
    prospective payment system proposed rule for federal fiscal year
    2008. Among other items, CMS is proposing the creation of 745
    new Medicare severity DRGs to replace the current 538 DRGs. If
    this rule is adopted as proposed, we may incur significant
    payment reductions to our Medicare acute inpatient hospital
    reimbursement. Part I, Item 1. Business,
    Sources of Revenue in our 2006 Annual Report on
    Form 10-K
    contains a detailed discussion of provisions that affect our
    Medicare reimbursement, including inpatient rehabilitation and
    the 75% Rule.  
    Shortage of Clinical Personnel and Increased Contract Labor
    Usage.  In recent years, many hospitals, including
    some of the hospitals we own, have encountered difficulty in
    recruiting and retaining nurses and other clinical personnel.
    When we are unable to staff our nursing and other clinical
    positions, we are required to use contract labor to ensure
    adequate patient care. Contract labor generally costs more per
    hour than employed labor. Additionally, we have incurred an
    increase in professional fees for anesthesiology, radiology and
    emergency room services. We have adopted a number of human
    resources strategies in an attempt to improve our ability to
    recruit and retain nursing and other clinical personnel.
    However, we expect that staffing issues related to nurses and
    other clinical personnel will continue in the future.
    Increases in Supply Costs.  During the past few
    years, we have experienced an increase in supply costs per
    equivalent admission, especially in the areas of pharmaceutical,
    orthopaedic, oncology and cardiac supplies. We participate in a
    group purchasing organization in an attempt to achieve lower
    supply costs from our vendors. Because of the fixed
    reimbursement nature of most governmental and commercial payor
    arrangements, we may not be able to recover supply cost
    increases through increased revenues.
    Increases in Information Technology Costs and Costs of
    Integration.  Our business depends significantly
    on effective information systems to process clinical and
    financial information. Our acquisition activity requires
    transitions from, and the integration of, various information
    systems that are used by hospitals we acquire. We rely heavily
    on HCA-IT for information systems integration pursuant to our
    contractual arrangement for information technology services.
    Under a contract with a term that will expire on
    December 31, 2009, HCA-IT provides us with financial,
    clinical, patient accounting and network information systems. We
    are currently evaluating all of our information system
    requirements for the periods beyond 2009.  Hospital
    Acquisitions
  Business, Form 10-K Form 10-K
   26




---



##### Table of Contents



Discontinued
    Operations
        Three Months


Six MonthsEnded


EndedJune 30, 2007


June 30, 2007Net working capital

$
1.1


$
4.5Property and equipment






4.9Goodwill






3.11.1



12.5Income tax benefit


(0.4
)


(3.9
)$
0.7


$
8.6       Three Months


Six MonthsEnded


EndedJune 30,


June 30,2006


2007


2006


2007Revenues

$
11.7


$
18.2


$
31.5


$
55.9Loss from discontinued operations

$
(2.1
)

$
(2.6
)

$
(3.7
)

$
(3.5
)Impairment of assets






(8.5
)






(16.4
)(Loss) gain on sale of hospitals


(0.3
)


(0.1
)


3.5



(0.2
)Loss from discontinued operations

$
(2.4
)

$
(11.2
)

$
(0.2
)

$
(20.1
)Diluted loss per share from
    discontinued operations

$
(0.04
)

$
(0.20
)

$



$
(0.35
)  27




---



##### Table of Contents



Change
    in the Companys Chief Financial Officer
        Summary
    Revenue
    Sources
  Business Form 10-K
     28




---



##### Table of Contents



Critical
    Accounting Estimates
    
    it requires assumptions to be made that were uncertain at the
    time the estimate was made; and
    changes in the estimate or different estimates that could have
    been made could have a material impact on our consolidated
    results of operations or financial condition.  Form 10-K
  
    Allowance for doubtful accounts and provision for doubtful
    accounts;
    Revenue recognition/allowance for contractual discounts;
    Accounting for stock-based compensation;
    Goodwill and accounting for business combinations;
    Professional and general liability claims; and
    Accounting for income taxes.  Critical
    Accounting Estimate Update
  Accounting
    for Income Taxes
    Results
    of Operations
  Managements Discussion and Analysis of Financial
    Condition and Results of Operations
  Admissions.
  bps.
 29




---



##### Table of Contents



Continuing operations.
  Emergency room visits.
  Equivalent admissions.
  ESOP.
  Medicare case mix index.
  N/A.
  N/M.
  Outpatient surgeries.
  Same-hospital.
 30




---



##### Table of Contents



Operating
    Results Summary
    Three Months Ended June 30,


Six Months Ended June 30,2006


2007


2006


2007% of





% of





% of





% ofAmount


Revenues


Amount


Revenues


Amount


Revenues


Amount


RevenuesRevenues

$
560.2



100.0
%

$
654.3



100.0
%

$
1,140.8



100.0
%

$
1,315.5



100.0
%Salaries and benefits


225.0



40.2



257.1



39.3



452.1



39.6



514.0



39.1Supplies


76.8



13.7



89.7



13.7



158.6



13.9



182.1



13.8Other operating expenses


99.1



17.6



123.0



18.8



192.5



16.9



237.3



18.1Provision for doubtful accounts


56.8



10.2



81.2



12.4



122.7



10.8



154.4



11.7Depreciation and amortization


16.0



2.9



34.4



5.3



46.6



4.1



66.9



5.1Interest expense, net


24.2



4.3



25.4



3.9



47.1



4.1



51.8



3.9497.9



88.9



610.8



93.4



1,019.6



89.4



1,206.5



91.7Income from continuing operations
    before minority interests and income taxes


62.3



11.1



43.5



6.6



121.2



10.6



109.0



8.3Minority interests in earnings of
    consolidated entities


0.4



0.1



0.8



0.1



0.7







1.1



0.1Income from continuing operations
    before income taxes


61.9



11.0



42.7



6.5



120.5



10.6



107.9



8.2Provision for income taxes


24.7



4.4



18.1



2.8



48.1



4.3



44.6



3.4Income from continuing operations

$
37.2



6.6
%

$
24.6



3.7
%

$
72.4



6.3
%

$
63.3



4.8
%   For
    the Quarters Ended June 30, 2006 and 2007
  Revenues
          Three Months Ended





%June 30,


Increase


Increase2006


2007


(Decrease)


(Decrease)Revenues:Same-hospital

$
560.2


$
603.7


$
43.5



7.8
%Two former HCA hospitals






50.1



50.1



N/MOther






0.5



0.5



N/M$
560.2


$
654.3


$
94.1



16.8  31




---



##### Table of Contents



ContinuingOperations


Same-Hospital2006


2007


2006


2007Medicare


35.4
%


33.3
%


35.4
%


33.1
%Medicaid


10.5



9.4



10.5



9.4HMOs, PPOs and other private
    insurers


37.2



41.3



37.2



40.6Self-Pay


12.7



12.7



12.7



13.4Other


4.2



3.3



4.2



3.5100.0
%


100.0
%


100.0
%


100.0
%     %Three Months Ended June 30,


Increase


Increase2006


2007


(Decrease)


(Decrease)Admissions:Same-hospital


43,727



43,536



(191
)


(0.4
)%Continuing operations


43,727



48,191



4,464



10.2Equivalent admissions:Same-hospital


86,267



87,538



1,271



1.5Continuing operations


86,267



96,121



9,854



11.4Revenues per equivalent admission:Same-hospital

$
6,493


$
6,896


$
403



6.2Continuing operations

$
6,493


$
6,807


$
314



4.8Medicare case mix index:Same-hospital


1.24



1.25



0.01



0.8Continuing operations


1.24



1.24







Average length of stay (days):Same-hospital


4.2



4.2







Continuing operations


4.2



4.2







Inpatient surgeries:Same-hospital


13,389



13,190



(199
)


(1.5
)Continuing operations


13,389



14,459



1,070



8.0Outpatient surgeries:Same-hospital


34,528



34,333



(195
)


(0.6
)Continuing operations


34,528



37,531



3,003



8.7Emergency room visits:Same-hospital


200,960



205,429



4,469



2.2Continuing operations


200,960



221,645



20,685



10.3Outpatient factor:Same-hospital


1.97



2.01



0.04



2.0Continuing operations


1.97



1.99



0.02



1.0  32




---



##### Table of Contents



Expenses
  Salaries
    and Benefits
    Three Months Ended June 30,% of





% of


Increase


% Increase2006


Revenues


2007


Revenues


(Decrease)


(Decrease)Salaries and benefits:Salaries and wages

$
174.5



31.1
%

$
197.4



30.2
%

$
22.9



13.2
%Stock-based compensation


2.6



0.5



3.6



0.5



1.0



38.2Employee benefits


32.6



5.8



39.3



6.0



6.7



20.7Contract labor


10.9



2.0



12.7



2.0



1.8



16.2ESOP expense


4.4



0.8



4.1



0.6



(0.3
)


(7.4
)$
225.0



40.2
%

$
257.1



39.3
%

$
32.1



14.3Continuing operations:Man-hours
    per equivalent admission


91.4



N/A



90.5



N/A



(0.9
)


(1.0
)Salaries and benefits per
    equivalent admission

$
2,470



N/A


$
2,554



N/A


$
84



3.4Corporate office salaries and
    benefits

$
12.9



2.3
%

$
10.2



1.6
%

$
(2.7
)


(20.9
)Same-hospital:Salaries and wages

$
163.6



29.2
%

$
174.4



28.9
%

$
10.8



6.7Stock-based compensation


1.0



0.2



1.2



0.2



0.2



12.7Employee benefits


32.5



5.8



35.3



5.8



2.8



8.8Contract labor


11.0



2.0



12.7



2.1



1.7



15.8ESOP expense


4.1



0.7



3.6



0.6



(0.5
)


(14.8
)$
212.2



37.9
%

$
227.2



37.6
%

$
15.0



7.1Same-hospital:Man-hours
    per equivalent admission


91.4



N/A



90.7



N/A



(0.7
)


(1.0
)Salaries and benefits per
    equivalent admission

$
2,470



N/A


$
2,578



N/A


$
108



4.4        33




---



##### Table of Contents



Supplies
    Three MonthsEndedJune 30,


Increase


% Increase2006


2007


(Decrease)


(Decrease)Continuing operations:Supplies

$
76.8


$
89.7


$
12.9



17.0
%Supplies as a percentage of
    revenues


13.7
%


13.7
%






N/MSupplies per equivalent admission

$
887


$
935


$
48



5.4
%Same-hospital:Supplies

$
76.6


$
82.0


$
5.4



6.8
%Supplies as a percentage of
    revenues


13.7
%


13.6
%


(10
)bps


N/MSupplies per equivalent admission

$
887


$
936


$
49



5.5
%    34




---



##### Table of Contents



Other
    Operating Expenses
    Three Months Ended June 30,% of





% of


Increase


% Increase2006


Revenues


2007


Revenues


(Decrease)


(Decrease)Other operating expenses:Professional fees

$
10.1



1.8
%

$
13.9



2.1
%

$
3.8



37.9
%Utilities


10.6



1.9



11.6



1.8



1.0



9.0Repairs and maintenance


12.0



2.1



13.7



2.1



1.7



15.2Rents and leases


5.2



0.9



6.6



1.0



1.4



25.0Insurance


7.6



1.4



11.7



1.8



4.1



52.8Physician recruiting


3.7



0.7



3.5



0.5



(0.2
)


(4.3
)Contract services


28.1



5.0



35.9



5.5



7.8



27.7Non-income taxes


8.0



1.4



9.4



1.4



1.4



17.7Other


13.8



2.4



16.7



2.6



2.9



20.8$
99.1



17.6
%

$
123.0



18.8
%

$
23.9



24.0Corporate office other operating
    expenses

$
8.2



1.5
%

$
9.5



1.5
%

$
1.3



16.1Same-hospital other operating
    expenses:Professional fees

$
10.0



1.8
%

$
12.5



2.1
%


2.5



25.7Utilities


10.4



1.8



10.8



1.8



0.4



5.3Repairs and maintenance


11.9



2.1



12.7



2.1



0.8



7.7Rents and leases


4.6



0.8



5.5



0.9



0.9



19.9Insurance


6.9



1.2



9.5



1.5



2.6



38.0Physician recruiting


3.7



0.7



3.2



0.5



(0.5
)


(11.0
)Contract services


26.8



4.8



29.3



4.9



2.5



9.8Non-income taxes


7.8



1.4



8.1



1.3



0.3



3.8Other


8.7



1.5



11.4



1.9



2.7



31.0$
90.8



16.1
%

$
103.0



17.0
%

$
12.2



13.5    35




---



##### Table of Contents



Provision
    for Doubtful Accounts
    Three MonthsEndedJune 30,


Increase


% Increase2006


2007


(Decrease)


(Decrease)Continuing operations:Provision for doubtful accounts

$
56.8


$
81.2


$
24.4



43.0
%Percentage of revenues


10.2
%


12.4
%


220
bps


N/MCharity care write-offs

$
12.1


$
13.5


$
1.4



11.6
%Same-hospital:Provision for doubtful accounts

$
56.8


$
75.8


$
19.0



33.3
%Percentage of revenues


10.2
%


12.6
%


240
bps


N/MCharity care write-offs

$
12.1


$
10.5


$
(1.6
)


(13.2
%)   Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations Form 10-K.
  Depreciation
    and Amortization
    Three MonthsEndedJune 30,


Increase


% Increase2006


2007


(Decrease)


(Decrease)Same-hospital

$
15.5


$
28.2


$
12.7



81.9
%Two former HCA hospitals






5.0



5.0



N/ACorporate office


0.5



1.2



0.7



140.0$
16.0


$
34.4


$
18.4



114.3    36




---



##### Table of Contents



Interest
    Expense
    Three MonthsEndedJune 30,


Increase2006


2007


(Decrease)Interest expense:Senior Secured Credit Facilities,
    including commitment fees

$
21.7


$
21.3


$
(0.4
)Province
    71/2% senior
    subordinated notes


0.1



0.1



31/4%
    convertible senior subordinated debentures


1.8



1.8



31/2%
    convertible senior subordinated notes






1.8



1.8Other


0.5



1.0



0.524.1



26.0



1.9Amortization of deferred loan costs


1.3



1.8



0.5Less:Discontinued operations interest
    expense allocation


(0.3
)


(0.8
)


(0.5
)Interest income


(0.7
)


(0.9
)


(0.2
)Capitalized interest


(0.2
)


(0.7
)


(0.5
)$
24.2


$
25.4


$
1.2   1 2 1 2 1 2
  Provision
    for Income Taxes
    Three MonthsEndedJune 30,


Increase2006


2007


(Decrease)Provision for income taxes

$
24.7


$
18.1


$
(6.6
)Effective income tax rate


40.0
%


42.5
%


250
bps    37




---



##### Table of Contents



For
    the Six Months Ended June 30, 2006 and 2007
  Revenues
          Six Months Ended





%June 30,


Increase


Increase2006


2007


(Decrease)


(Decrease)Revenues:Same-hospital

$
1,140.8


$
1,216.5


$
75.7



6.6
%Two former HCA hospitals






97.6



97.6



N/MOther






1.4



1.4



N/M$
1,140.8


$
1,315.5


$
174.7



15.3     ContinuingOperations


Same-Hospital2006


2007


2006


2007Medicare


35.7
%


33.7
%


35.7
%


33.5
%Medicaid


9.9



9.4



9.9



9.5HMOs, PPOs and other private
    insurers


37.5



41.5



37.5



40.9Self-Pay


12.7



12.2



12.7



12.8Other


4.2



3.2



4.2



3.3100.0
%


100.0
%


100.0
%


100.0
%  38




---



##### Table of Contents



%Six Months Ended June 30,


Increase


Increase2006


2007


(Decrease)


(Decrease)Admissions:Same-hospital


91,013



91,006



(7
)



%Continuing operations


91,013



100,398



9,385



10.3Equivalent admissions:Same-hospital


176,110



178,918



2,808



1.6Continuing operations


176,110



195,575



19,465



11.1Revenues per equivalent admission:Same-hospital

$
6,477


$
6,799


$
322



5.0Continuing operations

$
6,477


$
6,726


$
249



3.8Medicare case mix index:Same-hospital


1.24



1.25



0.01



0.8Continuing operations


1.24



1.24







Average length of stay (days):Same-hospital


4.3



4.3







Continuing operations


4.3



4.3







Inpatient surgeries:Same-hospital


26,833



26,784



(49
)


(0.2
)Continuing operations


26,833



29,430



2,597



9.7Outpatient surgeries:Same-hospital


68,290



68,444



154



0.2Continuing operations


68,290



74,454



6,164



9.0Emergency room visits:Same-hospital


399,715



411,899



12,184



3.0Continuing operations


399,715



443,920



44,205



11.1Outpatient factor:Same-hospital


1.94



1.97



0.03



1.5Continuing operations


1.94



1.95



0.01



0.5  39




---



##### Table of Contents



Expenses
  Salaries
    and Benefits
    Six Months Ended June 30,% of





% of


Increase


% Increase2006


Revenues


2007


Revenues


(Decrease)


(Decrease)Salaries and benefits:Salaries and wages

$
345.4



30.3
%

$
393.6



29.9
%

$
48.2



14.0
%Stock-based compensation


5.8



0.5



7.2



0.6



1.4



23.9Employee benefits


70.9



6.2



79.2



6.0



8.3



11.9Contract labor


21.4



1.9



26.1



2.0



4.7



20.8ESOP expense


8.6



0.7



7.9



0.6



(0.7
)


(8.1
)$
452.1



39.6
%

$
514.0



39.1
%

$
61.9



13.7Continuing operations:Man-hours
    per equivalent admission


89.8



N/A



88.9



N/A



(0.9
)


(1.0
)Salaries and benefits per
    equivalent admission

$
2,426



N/A


$
2,504



N/A


$
78



3.2Corporate office salaries and
    benefits

$
23.2



2.0
%

$
21.7



1.6
%

$
(1.5
)


(6.5
)Same-hospital:Salaries and wages

$
327.6



28.7
%

$
348.0



28.6
%

$
20.4



6.2Stock-based compensation


1.9



0.2



2.1



0.2



0.2



8.7Employee benefits


69.9



6.1



71.2



5.8



1.3



2.1Contract labor


21.4



1.9



25.7



2.1



4.3



20.4ESOP expense


8.2



0.7



7.0



0.6



(1.2
)


(15.6
)$
429.0



37.6
%

$
454.0



37.3
%

$
25.0



5.8Same-hospital:Man-hours
    per equivalent admission


89.8



N/A



88.9



N/A



(0.9
)


(1.0
)Salaries and benefits per
    equivalent admission

$
2,426



N/A


$
2,523



N/A


$
97



4.2        40




---



##### Table of Contents



Supplies
    Six MonthsEndedJune 30,


Increase


% Increase2006


2007


(Decrease)


(Decrease)Continuing operations:Supplies

$
158.6


$
182.1


$
23.5



14.8
%Supplies as a percentage of
    revenues


13.9
%


13.8
%


(10
)bps


N/MSupplies per equivalent admission

$
897


$
933


$
36



4.0
%Same-hospital:Supplies

$
158.4


$
166.3


$
7.9



5.0
%Supplies as a percentage of
    revenues


13.9
%


13.7
%


(20
)bps


N/MSupplies per equivalent admission

$
897


$
931


$
34



3.8
%    41




---



##### Table of Contents



Other
    Operating Expenses
    Six Months Ended June 30,% of





% of


Increase


% Increase2006


Revenues


2007


Revenues


(Decrease)


(Decrease)Other operating expenses:Professional fees

$
19.5



1.7
%

$
28.7



2.2
%

$
9.2



47.3
%Utilities


22.4



2.0



23.5



1.8



1.1



4.9Repairs and maintenance


22.9



2.0



27.0



2.1



4.1



18.1Rents and leases


10.9



1.0



13.2



1.0



2.3



21.1Insurance


14.0



1.2



17.5



1.3



3.5



24.5Physician recruiting


8.5



0.7



7.3



0.6



(1.2
)


(13.9
)Contract services


54.6



4.8



71.5



5.4



16.9



31.0Non-income taxes


15.4



1.4



18.9



1.4



3.5



22.8Other


24.3



2.1



29.7



2.3



5.4



2.2$
192.5



16.9
%

$
237.3



18.1
%

$
44.8



23.3Corporate office other operating
    expenses

$
13.8



1.2
%

$
17.0



1.3
%

$
3.2



23.0Same-hospital other operating
    expenses:Professional fees

$
19.3



1.7
%

$
26.1



2.1
%


6.8



35.8Utilities


22.0



1.9



21.8



1.8



(0.2
)


Repairs and maintenance


22.8



2.0



25.0



2.1



2.2



9.8Rents and leases


9.7



0.8



11.2



0.9



1.5



16.2Insurance


12.7



1.1



14.8



1.2



2.1



17.1Physician recruiting


8.4



0.7



6.9



0.6



(1.5
)


(18.5
)Contract services


51.9



4.6



59.4



4.9



7.5



14.5Non-income taxes


15.1



1.3



16.1



1.3



1.0



6.6Other


16.6



1.5



20.3



1.7



3.7



2.2$
178.5



15.6
%

$
201.6



16.6
%

$
23.1



13.0    42




---



##### Table of Contents



Provision
    for Doubtful Accounts
    Six MonthsEndedJune 30,


Increase


% Increase2006


2007


(Decrease)


(Decrease)Continuing operations:Provision for doubtful accounts

$
122.7


$
154.4


$
31.7



25.8
%Percentage of revenues


10.8
%


11.7
%


90bps



N/MCharity care write-offs

$
18.0


$
28.4


$
10.4



57.7
%Same-hospital:Provision for doubtful accounts

$
122.7


$
143.8


$
21.0



17.2
%Percentage of revenues


10.8
%


11.8
%


100bps



N/MCharity care write-offs

$
18.0


$
23.0


$
5.0



27.6
%   Managements Discussion and Analysis of
    Financial Condition and Results of Operations Form 10-K.
  Depreciation
    and Amortization
    Six MonthsEndedJune 30,


Increase


% Increase2006


2007


(Decrease)


(Decrease)Same-hospital

$
45.5


$
57.3


$
11.8



25.8
%Two former HCA hospitals






6.6



6.6



N/MCorporate office


1.1



3.0



1.9



176.0$
46.6


$
66.9


$
20.3



43.6    43




---



##### Table of Contents



Interest
    Expense
    Six MonthsEndedJune 30,


Increase2006


2007


(Decrease)Interest expense:Senior Secured Credit Facilities,
    including commitment fees

$
42.0


$
46.6


$
4.6Province
    71/2% senior
    subordinated notes


0.2



0.2



31/4%
    convertible senior subordinated debentures


3.7



3.7



31/2%
    convertible senior subordinated notes






1.8



1.8Other


0.7



1.6



0.946.6



53.9



7.3Amortization of deferred loan costs


2.6



3.1



0.5Less:Discontinued operations interest
    expense allocation


(0.8
)


(2.5
)


(1.7
)Interest income


(1.0
)


(1.3
)


(0.3
)Capitalized interest


(0.3
)


(1.4
)


(1.1
)$
47.1


$
51.8


$
4.7   1 2 1 2 1 2
  Provision
    for Income Taxes
    Six MonthsEndedJune 30,


Increase2006


2007


(Decrease)Provision for income taxes

$
48.1


$
44.6


$
(3.5
)Effective income tax rate


39.9
%


41.3
%


140bps    44




---



##### Table of Contents



Liquidity
    and Capital Resources
  Liquidity
      Three Months Ended


Six Months EndedJune 30,


June 30,2006


2007


2006


2007Net cash flows provided by
    continuing operating activities

$
59.3


$
84.3


$
114.3


$
135.3Less: Purchase of property and
    equipment


(44.9
)


(40.6
)


(95.0
)


(72.6
)Free operating cash flow


14.4



43.7



19.3



62.7Acquisitions


(257.1
)






(260.6
)


Proceeds from sale of hospitals


7.7



72.7



27.6



72.8Payment of debt issue costs






(13.3
)


(0.4
)


(13.3
)Proceeds from borrowings


250.0



575.0



260.0



615.0Payments on borrowings


(10.0
)


(705.1
)


(20.0
)


(757.5
)Proceeds from exercise of stock
    options






11.1



0.3



12.1Other


(0.8
)


1.6



0.5



1.8Cash flows from operations (used
    in) provided by discontinued operations


(1.0
)


(5.2
)


(0.8
)


7.6Net increase (decrease) in cash
    and cash equivalents

$
3.2


$
(19.5
)

$
25.9


$
1.2      45




---



##### Table of Contents



Working
    Capital
    December 31,


June 30,2006


2007Total current assets

$
648.4


$
603.5Total current liabilities


304.3



270.1Net working capital

$
344.1


$
333.4Current ratio


2.13



2.23   Capital
    Expenditures
      Three Months


Six MonthsEnded


EndedJune 30,


June 30,2006


2007


2006


2007Capital projects

$
25.5


$
30.6


$
56.2


$
50.1Routine


13.4



8.6



27.2



19.6Information systems


6.0



1.4



11.6



2.9$
44.9


$
40.6


$
95.0


$
72.6Depreciation expense

$
15.7


$
33.7


$
45.9


$
65.5Ratio of capital expenditures to
    depreciation expense


286.0
%


120.5
%


207.0
%


110.8
%    46




---



##### Table of Contents



Debt
    December 31,


Proceeds from


Payments of


June 30,2006


Borrowings


Borrowings


2007Senior Credit Facility:Term B Loans

$
1,321.9


$



$
(607.5
)

$
714.4Revolving Loans


110.0



40.0



(150.0
)


Provinces
    71/2% Senior
    Subordinated Notes


6.1











6.1Provinces
    41/4% Convertible
    Subordinated Notes


0.1











0.131/2% Convertible
    Senior Subordinated Notes






575.0







575.031/4% Convertible
    Senior Subordinated Debentures


225.0











225.0Other, including capital leases


5.8







(0.3
)


5.5$
1,668.9


$
615.0


$
(757.8
)

$
1,526.1     December 31,


June 30,


Increase2006


2007


(Decrease)Current portion of long-term debt

$
0.5


$
0.5


$
Long-term debt


1,668.4



1,525.6



(142.8
)Total debt


1,668.9



1,526.1



(142.8
)Total stockholders equity


1,450.0



1,524.9



74.9Total capitalization

$
3,118.9


$
3,051.0


$
(67.9
)Total debt-to-total capitalization


53.5
%


50.0
%


(350
)bpsPercentage of:Fixed rate debt


14.2
%


53.2
%Variable rate debt(*)


85.8



46.8100.0
%


100.0
%Percentage of:Senior debt


86.1
%


47.2
%Subordinated debt


13.9



52.8100.0
%


100.0
%     (*)
    
    Effective November 30, 2006, we entered into an interest
    swap agreement to mitigate our floating rate risk on a portion
    of our outstanding variable rate borrowings, which has the
    effect of converting a portion of our variable rate debt to an
    annual fixed rate of 5.585%. The above calculation does not
    consider the effect of our interest rate swap. Our interest rate
    swap has the effect of decreasing our variable rate debt as a
    percentage of our outstanding debt from 85.8% to 31.9% as of
    December 31, 2006 and from 46.8% to nil as of June 30,
    2007. Please refer to the Capital Resources 
    Interest Rate Swap section below for a discussion of our
    interest rate swap agreement. 47




---



##### Table of Contents



Capital
    Resources
  31/2% Convertible
    Senior Subordinated Notes due May 15, 2014
  1 2 1 2 1 2
  1 2 1 2 1 2
  1 2 1 2
  1 2
  1 2 1 2 1 2
  1 2 1 2
  Senior
    Secured Credit Facilities
   48




---



##### Table of Contents



Borrowings
    and Payments
  1 2
  Letters
    of Credit and Availability
    Interest
    Rates
  and/or
  90-day 90-day
  Covenants
   49




---



##### Table of Contents



Level atJune 30,Requirement


2007Minimum Interest Coverage Ratio


3.50:1.00



4.42Maximum Total Leverage Coverage
    Ratio


4.50:1.00



3.10       31/4% Convertible
    Senior Subordinated Debentures due August 15,
    2025
  1 4 1 4 1 4 1 4
  1 4 1 4 1 4 1 4 1 4 1 4
  1 4 1 4
  1 4 1 4 1 4 1 4
  1 4 1 4
 50




---



##### Table of Contents



Province
    71/2% Senior
    Subordinated Notes
  1/2 1/2 1/2 1/2 1/2
  Province
    41/4% Convertible
    Subordinated Notes
  1/4 1/4
  Interest
    Rate Swap
    Notional
    Schedule
  Date Range

Notional AmountNovember 30, 2006 to
    November 30, 2007

$
900.0 millionNovember 30, 2007 to
    November 28, 2008

$
750.0 millionNovember 28, 2008 to
    November 30, 2009

$
600.0 millionNovember 30, 2009 to
    November 30, 2010

$
450.0 millionNovember 30, 2010 to
    May 30, 2011

$
300.0 million      51




---



##### Table of Contents



Debt
    Ratings
    
    Moodys Investors Service, Inc. (Moodys);
    Standard & Poors Rating Services
    (S&P); and
    Fitch Ratings.      Moodys


S&P


Fitch RatingsSeniorUnsecured


Senior Implied





Issuer





IssuerDate

Issuer Rating


Issuer Rating


Outlook


Rating


Outlook


Rating


OutlookApril 1999














B+



Stable







October 1999






B1



Stable



B+



Stable







February 2001






B1



Positive



B+



Stable







May 2001






Ba3



Stable



B+



Stable







June 2001


B2



Ba3



Stable



BB(
)


Stable







June 2002


B2



Ba3



Stable



BB(
)


Stable







December 2003


B2



Ba3



Stable



BB



Stable







August 2004


B2



Ba3



Negative



BB



Negative







March 2005


B2



Ba3



Stable



BB



Stable







July 2005


B2



Ba3



Stable



BB



Negative







May 2006


B2



Ba3



Stable



BB



Negative



BB(
)


StableJanuary 2007


B2



Ba3



Stable



BB(
)


Stable



BB(
)


StableMay 2007


B2



Ba2



Stable



BB(
)


Stable



BB(
)


Stable   Liquidity
    and Capital Resources Outlook
     52




---



##### Table of Contents



Contractual
    Obligations
  Form 10-K.
  Off-Balance
    Sheet Arrangements
    Recently
    Issued Accounting Pronouncements
    Contingencies
    
    Americans with Disabilities Act claim;
    Legal proceedings and general liability claims;
    Physician commitments;
    Capital expenditure commitments; and
    Acquisitions. 53




---



##### Table of Contents



Forward-Looking
    Statements
    
    projections of our revenues, net income, earnings per share,
    capital expenditures, cash flows, debt repayments, interest
    rates, certain operating statistics and data or other financial
    items;
    descriptions of plans or objectives of our management for future
    operations or services, including pending acquisitions and
    divestitures;
    interpretations of Medicare and Medicaid law and their effects
    on our business; and
    descriptions of assumptions underlying or relating to any of the
    foregoing.    
    investment in and integration of our recent acquisitions;
    liabilities associated with and other effects resulting from our
    recent acquisitions;
    future financial performance and condition;
    future liquidity and capital resources;
    future cash flows;
    existing and future debt and equity structure;
    our strategic goals;
    our business strategy and operating philosophy;
    competition with other hospitals companies and other healthcare
    service providers;
    our compliance with federal, state and local regulations;
    our stock compensation arrangements;
    executive compensation;
    our hedging arrangements;
    supply and information technology costs;
    our plans as to the payment of dividends;
    future acquisitions, dispositions and joint ventures;
    tax-related liabilities;
    industry trends;
    the efforts of insurers and other payors, healthcare providers
    and other to contain healthcare costs;
    reimbursement changes;
    patient volumes and related revenues;
    risk management and insurance;
    recruiting and retention of clinical personnel;
    future capital expenditures;
    expected changes in certain expenses;
    our contractual obligations; 54




---



##### Table of Contents




    the completion of projects under construction;
    changes in our critical accounting estimates;
    claims and legal actions relating to professional liabilities
    and other matters;
    non-GAAP measures;
    the impact and applicability of new accounting
    standards; and
    physician recruiting and retention.  Risk Factors Form 10-K Form 10-K and/or Form 10-K
    
    reduction in payments to healthcare providers by government and
    commercial third-party payors, as well as changes in the manner
    in which employers provide healthcare coverage to their
    employees including high deductible plans;
    the possibility of adverse changes in, and requirements of,
    applicable laws, regulations, policies and procedures;
    our ability to manage healthcare risks, including malpractice
    litigation, and the lack of state and federal tort reform;
    the availability, cost and terms of insurance coverage;
    the highly competitive nature of the healthcare business,
    including the competition to recruit and retain physicians and
    other healthcare professionals;
    the ability to attract and retain qualified management and
    personnel;
    our reliance on contract labor;
    the geographic concentration of our operations;
    changes in our operating or expansion strategy;
    the ability to operate and integrate newly acquired facilities
    successfully;
    the availability and terms of capital to fund our business
    strategy;
    changes in our liquidity or the amount or terms of our
    indebtedness and in our debt credit ratings;
    the potential adverse impact of government investigations and
    litigation involving the business practices of healthcare
    providers, including whistleblowers investigations;
    changes in generally accepted accounting principles or practices;
    volatility in the market value of our common stock; 55




---



##### Table of Contents




    changes in general economic conditions in the markets we serve;
    our reliance on information technology systems maintained by
    HCA-IT;
    the costs of complying with the Americans with Disabilities Act;
    possible adverse rulings, judgments, settlements and other
    outcomes of pending litigation; and
    those risks and uncertainties described from time to time in our
    filings with the SEC.  Item 3.
    Quantitative
    and Qualitative Disclosures about Market Risk.  Interest
    Rates
    1 2 1 4
    Item 4.
    Controls
    and Procedures.  Rule 13a-15.
   56




---



##### Table of Contents



PART II 
    OTHER INFORMATION  Item 1.
    Legal
    Proceedings.  General.
  Americans with Disabilities Act Claim. facility-by-facility
    Item 1A.
    Risk
    Factors.  10-K.
   57




---



##### Table of Contents



Item
    4.
    Submission
    of Matters to a Vote of Security Holders.    Proposal
    1  Election of Directors.
  Votes

VotesFor

WithheldDeWitt Ezell, Jr.


50,818,391



927,883William V. Lapham


50,818,550



927,724     Proposal
    2 
    Ratification
    of the selection of Ernst & Young LLP as our
    independent registered public accounting firm for the year
    ending December 31, 2007.  Votes

Votes

VotesFor

Against

Abstain50,945,670


40,490



760,114     Item 6.
    Exhibits.  ExhibitNumber

Description3
.1

Amended and Restated Certificate
    of Incorporation of LifePoint Hospitals, Inc. (incorporated by
    reference from exhibits to the Registration Statement on
    Form S-8
    filed by Historic LifePoint Hospitals, Inc. on April 15,
    2005, File
    No. 333-124093)3
.2

Second Amended and Restated Bylaws
    of LifePoint Hospitals, Inc. (incorporated by reference from
    exhibits to the LifePoint Hospitals, Inc. Current Report on
    Form 8-K
    dated October 16, 2006, File
    No. 000-51251)4
.1

Form of Specimen Stock Certificate
    (incorporated by reference from exhibits to the Registration
    Statement on
    Form S-4,
    as amended, filed by Historic LifePoint Hospitals, Inc. on
    October 25, 2004, File
    No. 333-119929)4
.2

Form of
    31/4% Convertible
    Senior Subordinated Debenture due 2025 (incorporated by
    reference from exhibits to LifePoint Hospitals Current
    Report on
    Form 8-K
    dated August 10, 2005, File
    No. 000-51251)4
.3

Form of
    31/2% Convertible
    Senior Subordinated Notes due 2014 (incorporated by reference
    from exhibits to LifePoint Hospitals Current Report on
    Form 8-K
    dated May 31, 2007, File
    No. 000-51251)4
.4

Registration Rights Agreement,
    dated August 10, 2005, between LifePoint Hospitals, Inc.
    and Citigroup Global Markets Inc. as Representatives of the
    Initial Purchasers (incorporated by reference from exhibits to
    LifePoint Hospitals Current Report on
    Form 8-K
    dated August 10, 2005, File
    No. 000-51251) 58




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##### Table of Contents



ExhibitNumber

Description4
.5

Rights Agreement, dated as of
    April 15, 2005, by and between LifePoint Hospitals, Inc.
    and National City Bank, as Rights Agent (incorporated by
    reference from exhibits to the Registration Statement on
    Form S-8
    filed by Historic LifePoint Hospitals, Inc. on April 15,
    2005, File
    No. 333-124093)4
.6

Subordinated Indenture, dated as
    of May 27, 2003, between Province Healthcare Company and
    U.S. Bank Trust National Association, as Trustee
    (incorporated by reference from exhibits to Province Healthcare
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2003, File
    No. 001-31320)4
.7

First Supplemental Indenture to
    Subordinated Indenture, dated as of May 27, 2003, by and
    among Province Healthcare Company and U.S. Bank National
    Association, as Trustee, relating to Province Healthcare
    Companys
    71/2% Senior
    Subordinated Notes due 2013 (incorporated by reference from
    exhibits to Province Healthcare Companys Quarterly Report
    on
    Form 10-Q
    for the quarter ended June 30, 2003, File
    No. 001-31320)4
.8

Second Supplemental Indenture to
    Subordinated Indenture, dated as of April 1, 2005, by and
    among Province Healthcare Company and U.S. Bank National
    Association, as Trustee (incorporated by reference from exhibits
    to Province Healthcare Companys Current Report on
    Form 8-K
    dated April 5, 2005, File
    No. 001-31320)4
.9

Indenture, dated as of
    October 10, 2001, between Province Healthcare Company and
    National City Bank, including the forms of Province Healthcare
    Companys
    41/4% Convertible
    Subordinated Notes due 2008 (incorporated by reference from
    exhibits to the Registration Statement on
    Form S-3,
    filed by Province Healthcare Company on December 20, 2001,
    File
    No. 333-75646)4
.10

First Supplemental Indenture,
    dated as of April 15, 2005, by and among Province
    Healthcare Company, LifePoint Hospitals, Inc. and U.S. Bank
    National Association (as successor in interest to National City
    Bank), as trustee to the Indenture dated as of October 10,
    2001, relating to Province Healthcare Companys
    41/4% Convertible
    Subordinated Notes due 2008 (incorporated by reference from
    exhibits to the Historic LifePoint Hospitals, Inc. Current
    Report on
    Form 8-K
    dated April 15, 2005, File
    No. 000-29818)4
.11

Indenture, dated August 10,
    2005, between LifePoint Hospitals, Inc. and Citibank, N.A., as
    Trustee (incorporated by reference from exhibits to LifePoint
    Hospitals Current Report on
    Form 8-K
    dated August 10, 2005, File
    No. 000-51251)4
.12

Indenture, dated May 29,
    2007, between LifePoint Hospitals, Inc. and The Bank of New York
    Trust Company, N.A., as Trustee (incorporated by reference
    from exhibits to LifePoint Hospitals Current Report on
    Form 8-K
    dated May 31, 2007, File
    No. 000-51251).10
.1

LifePoint Hospitals, Inc. Change
    in Control Severance Plan, as amended and restated May 9,
    2006.10
.2

Addendum, dated as of
    June 25, 2007, to the Comprehensive Service Agreement for
    Diagnostic Imaging and Biomedical Services, between LifePoint
    Hospital Holdings, Inc. and GE Healthcare Technologies.10
.3

Agreement to Cooperate and General
    Release, dated as of May 4, 2007, by and between LifePoint
    CSGP, LLC and Michael J. Culotta (incorporated by reference from
    exhibits to LifePoint Hospitals Current Report on
    Form 8-K
    dated May 10, 2007, File
    No. 000-51251).10
.4

Amendment No. 5 to the Credit
    Agreement, dated as of May 11, 2007, by and among LifePoint
    Hospitals, Inc. as borrower, Citicorp North America, Inc., as
    administrative agent and the lender parties thereto
    (incorporated by reference from exhibits to LifePoint
    Hospitals Current Report on
    Form 8-K
    dated May 24, 2007, File
    No. 000-51251).31
.1

Certification of the Chief
    Executive Officer of LifePoint Hospitals, Inc. Pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.31
.2

Certification of the Chief
    Financial Officer of LifePoint Hospitals, Inc. Pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.32
.1

Certification of the Chief
    Executive Officer of LifePoint Hospitals, Inc. Pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.32
.2

Certification of the Chief
    Financial Officer of LifePoint Hospitals, Inc. Pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.  59




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##### Table of Contents



SIGNATURES
      By:
    /s/  Gary
    D. Willis       60




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##### Table of Contents



EXHIBIT INDEX
  ExhibitNumber

Description3
.1

Amended and Restated Certificate
    of Incorporation of LifePoint Hospitals, Inc. (incorporated by
    reference from exhibits to the Registration Statement on
    Form S-8
    filed by Historic LifePoint Hospitals, Inc. on April 15,
    2005, File
    No. 333-124093)3
.2

Second Amended and Restated Bylaws
    of LifePoint Hospitals, Inc. (incorporated by reference from
    exhibits to the LifePoint Hospitals, Inc. Current Report on
    Form 8-K
    dated October 16, 2006, File
    No. 000-51251)4
.1

Form of Specimen Stock Certificate
    (incorporated by reference from exhibits to the Registration
    Statement on
    Form S-4,
    as amended, filed by Historic LifePoint Hospitals, Inc. on
    October 25, 2004, File
    No. 333-119929)4
.2

Form of
    31/4% Convertible
    Senior Subordinated Debenture due 2025 (incorporated by
    reference from exhibits to LifePoint Hospitals Current
    Report on
    Form 8-K
    dated August 10, 2005, File
    No. 000-51251)4
.3

Form of
    31/2% Convertible
    Senior Subordinated Notes due 2014 (incorporated by reference
    from exhibits to LifePoint Hospitals Current Report on
    Form 8-K
    dated May 31, 2007, File
    No. 000-51251).4
.4

Registration Rights Agreement,
    dated August 10, 2005, between LifePoint Hospitals, Inc.
    and Citigroup Global Markets Inc. as Representatives of the
    Initial Purchasers (incorporated by reference from exhibits to
    LifePoint Hospitals Current Report on
    Form 8-K
    dated August 10, 2005, File
    No. 000-51251)4
.5

Rights Agreement, dated as of
    April 15, 2005, by and between LifePoint Hospitals, Inc.
    and National City Bank, as Rights Agent (incorporated by
    reference from exhibits to the Registration Statement on
    Form S-8
    filed by Historic LifePoint Hospitals, Inc. on April 15,
    2005, File
    No. 333-124093)4
.6

Subordinated Indenture, dated as
    of May 27, 2003, between Province Healthcare Company and
    U.S. Bank Trust National Association, as Trustee
    (incorporated by reference from exhibits to Province Healthcare
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2003, File
    No. 001-31320)4
.7

First Supplemental Indenture to
    Subordinated Indenture, dated as of May 27, 2003, by and
    among Province Healthcare Company and U.S. Bank National
    Association, as Trustee, relating to Province Healthcare
    Companys
    71/2% Senior
    Subordinated Notes due 2013 (incorporated by reference from
    exhibits to Province Healthcare Companys Quarterly Report
    on
    Form 10-Q
    for the quarter ended June 30, 2003, File
    No. 001-31320)4
.8

Second Supplemental Indenture to
    Subordinated Indenture, dated as of April 1, 2005, by and
    among Province Healthcare Company and U.S. Bank National
    Association, as Trustee (incorporated by reference from exhibits
    to Province Healthcare Companys Current Report on
    Form 8-K
    dated April 5, 2005, File
    No. 001-31320)4
.9

Indenture, dated as of
    October 10, 2001, between Province Healthcare Company and
    National City Bank, including the forms of Province Healthcare
    Companys
    41/4% Convertible
    Subordinated Notes due 2008 (incorporated by reference from
    exhibits to the Registration Statement on
    Form S-3,
    filed by Province Healthcare Company on December 20, 2001,
    File
    No. 333-75646)4
.10

First Supplemental Indenture,
    dated as of April 15, 2005, by and among Province
    Healthcare Company, LifePoint Hospitals, Inc. and U.S. Bank
    National Association (as successor in interest to National City
    Bank), as trustee to the Indenture dated as of October 10,
    2001, relating to Province Healthcare Companys
    41/4% Convertible
    Subordinated Notes due 2008 (incorporated by reference from
    exhibits to the Historic LifePoint Hospitals, Inc. Current
    Report on
    Form 8-K
    dated April 15, 2005, File
    No. 000-29818)4
.11

Indenture, dated August 10,
    2005, between LifePoint Hospitals, Inc. and Citibank, N.A., as
    Trustee (incorporated by reference from exhibits to LifePoint
    Hospitals Current Report on
    Form 8-K
    dated August 10, 2005, File
    No. 000-51251)4
.12

Indenture, dated May 29,
    2007, between LifePoint Hospitals, Inc. and The Bank of New York
    Trust Company, N.A., as Trustee (incorporated by reference
    from exhibits to LifePoint Hospitals Current Report on
    Form 8-K
    dated May 31, 2007, File
    No. 000-51251).10
.1

LifePoint Hospitals, Inc. Change
    in Control Severance Plan, as amended and restated May 9,
    2006.




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##### Table of Contents



ExhibitNumber

Description10
.2

Addendum, dated as of
    June 25, 2007, to the Comprehensive Service Agreement for
    Diagnostic Imaging and Biomedical Services, between LifePoint
    Hospital Holdings, Inc. and GE Healthcare Technologies.10
.3

Agreement to Cooperate and General
    Release, dated as of May 4, 2007, by and between LifePoint
    CSGP, LLC and Michael J. Culotta (incorporated by reference from
    exhibits to LifePoint Hospitals Current Report on
    Form 8-K
    dated May 10, 2007, File
    No. 000-51251).10
.4

Amendment No. 5 to the Credit
    Agreement, dated as of May 11, 2007, by and among LifePoint
    Hospitals, Inc. as borrower, Citicorp North America, Inc., as
    administrative agent and the lender parties thereto
    (incorporated by reference from exhibits to LifePoint
    Hospitals Current Report on
    Form 8-K
    dated May 24, 2007, File
    No. 000-51251).31
.1

Certification of the Chief
    Executive Officer of LifePoint Hospitals, Inc. Pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.31
.2

Certification of the Chief
    Financial Officer of LifePoint Hospitals, Inc. Pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.32
.1

Certification of the Chief
    Executive Officer of LifePoint Hospitals, Inc. Pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.32
.2

Certification of the Chief
    Financial Officer of LifePoint Hospitals, Inc. Pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.