##### Table of Contents



UNITED STATES
    SECURITIES AND EXCHANGE COMMISSIONWashington, 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
    September 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

(I.R.S. EmployerIncorporation or
    Organization)

Identification No.)103 Powell Court, Suite 200
    Brentwood, Tennessee

37027(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)
   þ o
  non-accelerated 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


25Item 3.

Quantitative and Qualitative Disclosures about
    Market Risk


57Item 4.

Controls and Procedures


57PART II  OTHER INFORMATIONItem 1.

Legal Proceedings


58Item 1A.

Risk Factors


58Item 6.

Exhibits


59EX-10.1 Addendum to the Agreement between GE Healthcare and LifePoint Hospital Holdings, Inc.EX-31.1 Certification of the CEO of LifePoint Hospitals, Inc. Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.EX-31.2 Certification of the CFO of LifePoint Hospitals, Inc. Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.EX-32.1 Certification of the CEO of LifePoint Hospitals, Inc. Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.EX-32.2 Certification of the CFO of LifePoint Hospitals, Inc. Pursuant to Section 906 of the Sarbens-Oxley act of 2002.   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


Nine Months EndedSeptember 30,


September 30,2006


2007


2006


2007Revenues

$
627.3


$
656.2


$
1,768.1


$
1,971.7Salaries and benefits


247.7



260.1



699.8



774.1Supplies


88.1



88.8



246.7



270.9Other operating expenses


108.2



119.8



300.7



357.1Provision for doubtful accounts


67.8



78.7



190.5



233.1Depreciation and amortization


29.6



32.4



76.2



99.3Interest expense, net


28.0



21.9



75.1



73.7569.4



601.7



1,589.0



1,808.2Income from continuing operations before minority interests and
    income taxes


57.9



54.5



179.1



163.5Minority interests in earnings of consolidated entities


0.4



0.5



1.1



1.6Income from continuing operations before income taxes


57.5



54.0



178.0



161.9Provision for income taxes


23.5



22.4



71.6



67.0Income from continuing operations


34.0



31.6



106.4



94.9Discontinued operations, net of income taxes:Income (loss) from discontinued operations


0.3



(3.3
)


(3.4
)


(6.8
)Impairment adjustment (charge)






0.3







(16.1
)Gain (loss) on sale of hospitals


0.6



(0.4
)


4.1



(0.6
)Income (loss) from discontinued operations


0.9



(3.4
)


0.7



(23.5
)Cumulative effect of change in accounting principle, net of
    income taxes










0.7



Net income

$
34.9


$
28.2


$
107.8


$
71.4Basic earnings (loss) per share:Continuing operations

$
0.61


$
0.56


$
1.91


$
1.69Discontinued operations


0.02



(0.06
)


0.02



(0.42
)Cumulative effect of change in accounting principle










0.01



Net income

$
0.63


$
0.50


$
1.94


$
1.27Diluted earnings (loss) per share:Continuing operations

$
0.60


$
0.55


$
1.89


$
1.66Discontinued operations


0.02



(0.06
)


0.02



(0.41
)Cumulative effect of change in accounting principle










0.01



Net income

$
0.62


$
0.49


$
1.92


$
1.25Weighted average shares and dilutive securities outstanding:Basic


55.7



56.4



55.6



56.1Diluted


56.4



57.3



56.2



57.1    3




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##### Table of Contents



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


September 30,2006(1)


2007(Unaudited)ASSETSCurrent assets:Cash and cash equivalents

$
12.2


$
48.5Accounts receivable, less allowances for doubtful accounts of
    $326.2 and $439.4 at December 31, 2006 and
    September 30, 2007, respectively


321.6



308.5Inventories


65.9



68.3Assets held for sale


155.1



Prepaid expenses


12.6



15.3Income taxes receivable


11.2



Deferred tax assets


49.2



150.7Other current assets


20.6



24.7648.4



616.0Property and equipment:Land


76.8



71.8Buildings and improvements


1,061.5



1,201.8Equipment


597.7



648.4Construction in progress (estimated cost to complete and equip
    after September 30, 2007 is $79.7)


72.0



36.31,808.0



1,958.3Accumulated depreciation


(468.6
)


(556.6
)1,339.4



1,401.7Deferred loan costs, net


31.1



40.4Intangible assets, net


33.7



51.4Other


4.5



4.5Goodwill


1,581.3



1,512.2$
3,638.4


$
3,626.2LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
108.4


$
79.3Accrued salaries


68.3



66.5Accrued interest


11.3



13.2Income taxes payable






14.3Other current liabilities


115.8



86.6Current maturities of long-term debt


0.5



0.5304.3



260.4Long-term debt


1,668.4



1,517.0Deferred income taxes


120.5



116.8Professional and general liability claims and other liabilities


82.3



105.9Long-term income tax liability






56.0Minority interests in equity of consolidated entities


12.9



15.7Stockholders 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 58,102,436 shares issued and
    outstanding at December 31, 2006 and September 30,
    2007, respectively


0.6



0.6Capital in excess of par value


1,044.4



1,077.1Unearned ESOP compensation


(6.4
)


(3.8
)Accumulated other comprehensive loss


(9.6
)


(11.7
)Retained earnings


421.0



492.21,450.0



1,554.4$
3,638.4


$
3,626.2     (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


Nine Months EndedSeptember 30,


September 30,2006


2007


2006


2007Cash flows from operating activities:Net income

$
34.9


$
28.2


$
107.8


$
71.4Adjustments to reconcile net income to net cash provided by
    operating activities:(Income) loss from discontinued operations


(0.9
)


3.4



(0.7
)


23.5Cumulative effect of change in accounting principle, net of
    income taxes










(0.7
)


Stock-based compensation


3.7



5.3



9.5



12.5ESOP expense (non-cash portion)


1.9



2.5



6.9



7.2Depreciation and amortization


29.6



32.4



76.2



99.3Amortization of deferred loan costs


1.3



1.9



4.0



4.9Minority interests in earnings of consolidated entities


0.4



0.5



1.1



1.6Deferred income taxes (benefit)


(5.2
)


(17.7
)


(5.4
)


(52.7
)Reserve for professional and general liability claims, net


3.2



(0.1
)


7.3



4.0Increase (decrease) in cash from operating assets and
    liabilities, net of effects from acquisitions and divestitures:Accounts receivable


(58.1
)


(14.2
)


(61.9
)


(14.7
)Inventories and other current assets


(9.7
)


(5.5
)


(15.7
)


(12.7
)Accounts payable and accrued expenses


36.6



(15.3
)


30.9



(28.1
)Income taxes payable


21.3



0.5



13.6



39.2Other


2.2



1.4



2.6



3.2Net cash provided by operating activities  continuing
    operations


61.2



23.3



175.5



158.6Net cash (used in) provided by operating activities 
    discontinued operations


(11.8
)


9.4



(12.6
)


17.0Net cash provided by operating activities


49.4



32.7



162.9



175.6Cash flows from investing activities:Purchase of property and equipment


(39.5
)


(38.5
)


(134.5
)


(111.1
)Acquisitions, net of cash acquired


(20.4
)






(281.0
)


Other


(0.1
)


(0.6
)


(0.7
)


1.2Net cash used in investing activities  continuing
    operations


(60.0
)


(39.1
)


(416.2
)


(109.9
)Net cash provided by investing activities 
    discontinued operations


1.0



34.7



28.6



107.5Net cash used in investing activities


(59.0
)


(4.4
)


(387.6
)


(2.4
)Cash flows from financing activities:Proceeds from borrowings










260.0



615.0Payments of borrowings






(8.4
)


(20.0
)


(765.9
)Proceeds from exercise of stock options






0.4



0.3



12.5Proceeds received for completion of new hospital






14.7







14.7Payment of debt issuance costs


(0.6
)


(0.9
)


(1.0
)


(14.2
)Other


1.1



1.0



2.2



1.0Net cash provided by (used in) financing activities


0.5



6.8



241.5



(136.9
)Change in cash and cash equivalents


(9.1
)


35.1



16.8



36.3Cash and cash equivalents at beginning of period


56.3



13.4



30.4



12.2Cash and cash equivalents at end of period

$
47.2


$
48.5


$
47.2


$
48.5Supplemental disclosure of cash flow information:Interest payments

$
19.0


$
41.9


$
64.0


$
72.1Capitalized interest

$
0.5


$
0.2


$
0.8


$
1.6Income taxes paid, net

$
7.1


$
39.8


$
63.3


$
80.3    5




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##### Table of Contents



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


Unearned


OtherCommon Stock


Excess of


ESOP


Comprehensive


RetainedShares


Amount


Par Value


Compensation


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






















71.4



71.4Net change in fair value of interest rate swap, net of tax
    benefit of $1.3


















(2.1
)






(2.1
)Total comprehensive income


























69.3Cumulative impact of change in accounting for uncertainty in
    income taxes (FIN 48)






















(0.2
)


(0.2
)Non-cash ESOP compensation earned










5.0



2.6











7.6Exercise of stock options, including tax benefits and other


0.4







13.5















13.5Stock activity in connection with employee stock purchase plans










1.7















1.7Stock-based compensation  nonvested stock










7.0















7.0Stock-based compensation  stock options










5.5















5.5Nonvested stock issued to key employees, net of forfeitures


0.3























Balance at September 30, 2007


58.1


$
0.6


$
1,077.1


$
(3.8
)

$
(11.7
)

$
492.2


$
1,554.4    6




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##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 September 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
     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


47.5Total assets acquired, excluding cash


265.9Accounts payable


0.2Accrued salaries


5.6Other current liabilities


2.4Total liabilities assumed


8.2Net assets acquired

$
257.7       Note 3.
    Discontinued
    Operations  Coastal
    Carolina Medical Center (Coastal)
   8




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##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Cash proceeds from sale

$
35.4Less, assets sold:Property and equipment


(28.5
)Intangible assets


(0.5
)Goodwill


(14.1
)Net working capital


0.1(7.6
)Income tax provision


(0.2
)$
(7.8
)   Colorado
    River Medical Center
    Three Months


Nine MonthsEnded


EndedSeptember 30, 2007


September 30, 2007Net working capital

$
0.4


$
(4.1
)Property and equipment






(4.9
)Goodwill






(3.1
)0.4



(12.1
)Income tax (provision) benefit


(0.1
)


3.8$
0.3


$
(8.3
)   Two
    Former HCA Hospitals
   9




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##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Smith
    County Memorial Hospital
    Medical
    Center of Southern Indiana and Ashland Regional Medical
    Center
    Impact
    of Discontinued Operations
        Three Months Ended

Nine Months EndedSeptember 30,

September 30,2006

2007

2006

2007Revenues

$
60.2


$
1.1


$
91.7


$
57.0Income (loss) before income taxes


0.7



(5.4
)


(5.0
)


(10.7
)     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
)


(37.9
)


(0.2
)


(41.8
)Impairment of Colorado River


(4.3
)


(5.1
)






(9.4
)Sale of St. Josephs


(4.7
)


(68.5
)


(0.2
)


(73.4
)Sale of Coastal


(1.4
)


(29.1
)






(30.5
)Balance at September 30, 2007

$



$



$



$
  10




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##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 4.
    Goodwill
    and Intangible Assets    Balance at December 31, 2006

$
1,581.3Impairment related to Colorado River


(3.1
)Sale of Coastal (including impairment of $7.1 million)


(14.1
)Consideration adjustments and adjustments to purchase price
    allocations for acquisitions


(51.9
)Balance at September 30, 2007

$
1,512.2  11




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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


19.9







19.9Impairment related to Coastal


(0.3
)






(0.3
)Amortization expense






(5.1
)


(5.1
)Balance at September 30, 2007

$
40.6


$
(6.8
)

$
33.8Non-competition agreements:Balance at December 31, 2006

$
16.6


$
(4.8
)

$
11.8Additions


0.8







0.8Amortization expense






(1.9
)


(1.9
)Balance at September 30, 2007

$
17.4


$
(6.7
)

$
10.7Indefinite-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 September 30, 2007

$
6.9


$



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

$
40.2


$
(6.5
)

$
33.7Additions


25.2







25.2Impairment related to Coastal


(0.5
)






(0.5
)Amortization expense






(7.0
)


(7.0
)Balance at September 30, 2007

$
64.9


$
(13.5
)

$
51.4   Contract-Based
    Physician Minimum Revenue Guarantees
  No. 45-3, FIN 45-3). FIN 45-3,
 12




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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,


September 30,2007


2007Unrecognized tax benefits

$
45.8


$
47.6Accrued interest and penalties


6.2



8.4$
52.0


$
56.0  13




---



##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
         14




---



##### Table of Contents



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


Nine MonthsEnded


EndedSeptember 30,


September 30,2006


2007


2006


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

$
34.0


$
31.6


$
106.4


$
94.9Income (loss) from discontinued operations, net of income taxes


0.9



(3.4
)


0.7



(23.5
)Cumulative effect of change in accounting principle










0.7



$
34.9


$
28.2


$
107.8


$
71.4Denominator:Denominator for basic earnings (loss) per share 
    weighted average shares outstanding


55.7



56.4



55.6



56.1Effect of dilutive securities:Employee stock benefit plans


0.7



0.9



0.6



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


56.4



57.3



56.2



57.1Basic earnings (loss) per share:Continuing operations

$
0.61


$
0.56


$
1.91


$
1.69Discontinued operations


0.02



(0.06
)


0.02



(0.42
)Cumulative effect of change in accounting principle










0.01



Net income

$
0.63


$
0.50


$
1.94


$
1.27Diluted earnings (loss) per share:Continuing operations

$
0.60


$
0.55


$
1.89


$
1.66Discontinued operations


0.02



(0.06
)


0.02



(0.41
)Cumulative effect of change in accounting principle










0.01



Net income

$
0.62


$
0.49


$
1.92


$
1.25   1 2 1 4 1 2 1 4
 15




---



##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 7.
    Recently
    Issued Accounting Pronouncements      Note 8.
    Change in
    the Companys Chief Financial Officer       16




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##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Note 9.
    Stock-Based
    Compensation    Stock
    Options
     17




---



##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Nine Months EndedSeptember 30,2006

2007Expected volatility

32.8%

27.1%Risk free interest rate (range)

4.38% - 5.17%

3.78% - 5.21%Expected dividends



Average expected term (years)

5.4

4.7Fair value per share of stock options granted

$11.18

$10.26       Nonvested
    Stock
         18




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##### Table of Contents



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


Nine Months EndedSeptember 30,


September 30,2006


2007


2006


2007Nonvested stock

$
2.2


$
3.3


$
5.2


$
7.2Stock options


1.5



2.0



4.3



5.3Total stock-based compensation expense

$
3.7


$
5.3


$
9.5


$
12.5Tax benefits on stock-based compensation expense

$
1.5


$
2.1


$
3.9


$
5.0    19




---



##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 10.
    Long-Term
    Debt    December 31,


September 30,2006


2007Senior Borrowings:Credit Agreement:Term B Loans

$
1,321.9


$
706.0Revolving Loans


110.0



1,431.9



706.0Subordinated 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



5.3Total long-term debt


1,668.9



1,517.5Less: current portion


0.5



0.5$
1,668.4


$
1,517.0   Senior
    Secured Credit Facilities
  1 2
  1 2
  31/2% Convertible
    Senior Subordinated Notes due May 15, 2014
  1 2 1 2 1 2
  1 2 1 2
 20




---



##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  1 2
  1 2 1 2
  1 2
  1 2 1 2 1 2
  1 2 1 2
  Note 11.
    Interest
    Rate Swap   21




---



##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  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       Note 12.
    Commitments
    and Contingencies  Americans
    with Disabilities Act Claim
  facility-by-facility
   22




---



##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Legal
    Proceedings and General Liability Claims
    Physician
    Commitments
  FIN 45-3,
  Capital
    Expenditure Commitments
     23




---



##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Development
    Agreement with the City of Ennis
    Acquisitions
   24




---



##### Table of Contents



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


Nine MonthsEnded


EndedSeptember 30,


September 30,2006


2007


2006


2007Revenues

$
627.3


$
656.2


$
1,768.1


$
1,971.7Income from continuing operations

$
34.0


$
31.6


$
106.4


$
94.9Diluted earnings per share from continuing operations

$
0.60


$
0.55


$
1.89


$
1.66   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



82.2Fourth Quarter


71.2



N/A$
273.9


$
244.5    25




---



##### Table of Contents



Charity andIndigent CareWrite-Offs2006


2007First Quarter

$
6.0


$
16.2Second Quarter


12.2



14.1Third Quarter


11.6



12.0Fourth Quarter


16.6



N/A$
46.4


$
42.3     Self-Pay Revenues2006


2007First Quarter

$
73.8


$
80.3Second Quarter


73.3



87.1Third Quarter


88.3



86.6Fourth Quarter


75.1



N/A$
310.5


$
254.0     Revenue DaysOutstandingin AccountsReceivable2006


2007March 31


39.6



40.8June 30


40.7



41.4September 30


45.1



43.7December 31


43.1



N/A     December 31,


March 31,


June 30,


September 30,2006


2007


2007


2007Insured receivables


37.1
%


33.8
%


32.1
%


31.0
%Uninsured receivables (including copayments and deductibles)


62.9



66.2



67.9



69.0100.0
%


100.0
%


100.0
%


100.0
%  26




---



##### Table of Contents



December 31,


March 31,


June 30,


September 30,2006


2007


2007


20070 to 60 days


49.3
%


47.9
%


45.9
%


43.6
%61 to 150 days


21.3



18.2



18.6



18.3Over 150 days


29.4



33.9



35.5



38.1100.0
%


100.0
%


100.0
%


100.0
%     
    Physician Recruitment and
    Retention.  Recruiting and retaining both primary
    care physicians and specialists for our non-urban communities
    are keys 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. We believe that
    continuing to add specialists should help our hospitals increase
    volumes by offering new services.
    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 $1,517.5 million as of September 30, 2007,
    and we incurred $73.7 million of net interest expense
    during the nine months ended September 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 September 30, 2007, and believe we will be
    in compliance with them throughout the remainder of 2007.
    Medicare Changes  Implementation of Medicare
    Severity Diagnosis-Related Groups.  Changes with
    respect to governmental reimbursement affect our growth. On
    August 1, 2007, the Centers for Medicare and Medicaid
    Services (CMS) issued its hospital inpatient
    prospective payment system final rule for federal fiscal year
    2008. Among other items, the final rule creates 745 new
    severity-adjusted diagnosis-related groups (Medicare
    Severity DRGs or MS-DRGs) to replace
    Medicares current 538 DRGs. Under the final rule, the new
    MS-DRGs will be phased in over a two year period. In addition,
    the final rule also provides for a market basket increase of
    3.3% in fiscal year 2008 for hospitals that report certain
    patient care quality measures and an increase of 1.3% for
    hospitals that do not submit this information. However, to
    offset the effect of the coding and discharge classification
    changes that CMS believes will occur as hospitals implement the
    MS-DRG system, the final rule also reduces Medicare payments to
    hospitals by 1.2% in fiscal year 2008 and 1.8% in both fiscal
    years 2009 and 2010. Subsequently, on September 29, 2007,
    President Bush signed Public Law No:
    110-90,
    effectively decreasing these reductions for federal fiscal years
    2008 and 2009 to 0.6% and 0.9%. CMS plans to conduct a
    look-back beginning in federal fiscal year 2010 and
    make appropriate changes to the reduction percentages based on
    actual claims data. CMS anticipates that the final rule will
    result in an increase in payments to hospitals that serve more
    severely ill patients and a decrease to hospitals that serve
    patients who are less severely ill. Although difficult to
    predict, the implementation of the MS-DRG system and the other
    provisions of the final rule may result in our Medicare acute
    inpatient hospital reimbursement remaining flat in federal
    fiscal year 2008. Part I, Item 1. Business,
    Sources of Revenue in our Annual Report on
    Form 10-K
    for the year ended December 31, 2006, contains a detailed
    discussion of provisions that affect our Medicare reimbursement,
    including the Medicare hospital inpatient, hospital outpatient,
    and inpatient rehabilitation facility prospective payment
    systems. 27




---



##### Table of Contents




    Medicare Changes  Proposed Changes to Medicare
    Hospital Outpatient Prospective Payment
    System.  On July 16, 2007, CMS issued its
    proposed hospital outpatient prospective payment system rule for
    calendar year 2008. Among other items, the proposed rule
    includes a 3.3% market basket update and requires hospitals to
    begin reporting 10 hospital outpatient quality measures.
    Beginning in calendar year 2009, the annual payment update
    factor will be reduced by 2.0 percentage points for
    hospitals that do not report those measures. The final hospital
    outpatient prospective payment system rule for calendar year
    2008 is expected to be released in November 2007.
    Medicare Changes  Inpatient Rehabilitation
    Facility Prospective Payment System.  On
    July 31, 2007, CMS published its Medicare inpatient
    rehabilitation facility prospective payment system final rule
    for federal fiscal year 2008. The final rule increases the
    inpatient rehabilitation facility (IRF) payment rate
    by 3.2% and the high-cost outlier threshold from $5,534 to
    $7,362 for fiscal year 2008. The final rule also continues the
    phase-in of the requirement that at least 75% of an IRFs
    patients have one of 13 designated medical conditions (the
    75% Rule) which has resulted in decreased volume in
    our rehabilitation units.
    Medicaid Changes.  States have adopted, or may
    be considering, legislation designed to reduce coverage and
    program eligibility, enroll Medicaid recipients in managed care
    programs
    and/or
    impose additional taxes on hospitals to help finance or expand
    the states Medicaid systems. Future legislation or other
    changes in the administration or interpretation of government
    health programs could have a material, adverse effect on our
    financial position and results of operations. On May 25,
    2007, CMS issued a final rule entitled Medicaid Program;
    Cost Limit for Providers Operated by Units of Government and
    Provisions to Ensure the Integrity of Federal-State Financial
    Partnership, which was expected to reduce federal Medicaid
    funding by $4 billion over five years. Also on this date,
    President Bush signed into law HR 2206, placing a moratorium on
    this rule for one year. However, when the moratorium expires
    next year, this final rule could significantly impact state
    Medicaid programs and our revenue from such programs.
    Fraud and Abuse Laws.  Participation in the
    Medicare and applicable Medicaid programs is heavily regulated.
    If a hospital fails to comply substantially with the numerous
    laws governing a facilitys activities, the hospitals
    participation in the Medicare
    and/or
    Medicaid programs may be terminated
    and/or civil
    or criminal penalties may be imposed. On July 2, 2007, CMS
    issued a proposed rule (the Physician Rule) that
    would modify a number of the regulations that implement the
    physician self-referral restriction commonly known as the
    Stark Law. On August 27, 2007, CMS issued a
    separate final rule (the Phase III Rule) that
    modified the Stark Law regulations but did not address the
    changes contained in the Physician Rule. Further, in a series of
    notices, CMS indicated its intent to require a group of 500
    hospitals to submit a Disclosure of Financial Relationship
    Report (DFRR) to CMS that contains detailed
    information concerning each hospitals ownership,
    investment, and compensation arrangements with physicians. While
    the Phase III Rule becomes effective on December 4,
    2007, CMS has not yet finalized the Physician Rule or the DFRR
    reporting requirements. These rulemaking activities reflect the
    general trend of increasing governmental scrutiny of the
    financial relationships between hospitals and referring
    physicians under the fraud and abuse laws. We cannot predict
    whether the proposed rules or DFRR will be implemented, or if
    adopted, if they will be adopted in their current forms.
    However, we anticipate that our operations will be subject to
    increasing regulatory requirements and a growing reporting
    burden.
    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. 28




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##### Table of Contents




    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  Information and Technology Services, Inc.
    (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
    Discontinued
    Operations
    Coastal
    Carolina Medical Center
   29




---



##### Table of Contents



Cash proceeds from sale

$
35.4Less, assets sold:Property and equipment


(28.5
)Intangible assets


(0.5
)Goodwill


(14.1
)Net working capital


0.1(7.6
)Income tax provision


(0.2
)$
(7.8
)   Colorado
    River Medical Center
    Three Months


Nine MonthsEnded


EndedSeptember 30,


September 30,2007


2007Net working capital

$
0.4


$
(4.1
)Property and equipment






(4.9
)Goodwill






(3.1
)0.4



(12.1
)Income tax (provision) benefit


(0.1
)


3.8$
0.3


$
(8.3
)   Other
    Disposals
   30




---



##### Table of Contents



Three Months


Nine MonthsEnded


EndedSeptember 30,


September 30,2006


2007


2006


2007Revenues

$
60.2


$
1.1


$
91.7


$
57.0Income (loss) from discontinued operations

$
0.3


$
(3.3
)

$
(3.4
)

$
(6.8
)Impairment adjustment (charge)






0.3







(16.1
)Gain (loss) on sale of hospitals


0.6



(0.4
)


4.1



(0.6
)Income (loss) from discontinued operations

$
0.9


$
(3.4
)

$
0.7


$
(23.5
)Diluted earnings (loss) per share from discontinued operations

$
0.02


$
(0.06
)

$
0.02


$
(0.41
)   Change
    in the Companys Chief Financial Officer
        Summary
    Revenue
    Sources
   31




---



##### Table of Contents



Business Form 10-K
          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
   32




---



##### Table of Contents



Results
    of Operations
  Managements Discussion and Analysis of Financial
    Condition and Results of Operations
  Admissions.
  bps.
  Continuing operations.
  Emergency room visits.
  Equivalent admissions.
  ESOP.
  Medicare case mix index.
  N/A.
  N/M.
  Outpatient surgeries.
  Same-hospital.
 33




---



##### Table of Contents



Operating
    Results Summary
    Three Months Ended September 30,


Nine Months Ended September 30,2006


2007


2006


2007% of





% of





% of





% ofAmount


Revenues


Amount


Revenues


Amount


Revenues


Amount


RevenuesRevenues

$
627.3



100.0
%

$
656.2



100.0
%

$
1,768.1



100.0
%

$
1,971.7



100.0
%Salaries and benefits


247.7



39.5



260.1



39.6



699.8



39.6



774.1



39.3Supplies


88.1



14.0



88.8



13.5



246.7



14.0



270.9



13.7Other operating expenses


108.2



17.3



119.8



18.3



300.7



16.9



357.1



18.1Provision for doubtful accounts


67.8



10.8



78.7



12.0



190.5



10.8



233.1



11.8Depreciation and amortization


29.6



4.7



32.4



5.0



76.2



4.3



99.3



5.1Interest expense, net


28.0



4.5



21.9



3.3



75.1



4.3



73.7



3.7569.4



90.8



601.7



91.7



1,589.0



89.9



1,808.2



91.7Income from continuing operations before minority interests and
    income taxes


57.9



9.2



54.5



8.3



179.1



10.1



163.5



8.3Minority interests in earnings of consolidated entities


0.4







0.5



0.1



1.1







1.6



0.1Income from continuing operations before income taxes


57.5



9.2



54.0



8.2



178.0



10.1



161.9



8.2Provision for income taxes


23.5



3.8



22.4



3.4



71.6



4.1



67.0



3.4Income from continuing operations

$
34.0



5.4
%

$
31.6



4.8
%

$
106.4



6.0
%

$
94.9



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


Increase


% Increase2006


2007


(Decrease)


(Decrease)Admissions


48,490



48,367



(123
)


(0.3
)Equivalent admissions


95,283



97,073



1,790



1.9Revenues per equivalent admission

$
6,577


$
6,757


$
180



2.7Medicare case mix index


1.22



1.24



0.02



1.6Average length of stay (days)


4.2



4.2







Inpatient surgeries


14,810



14,332



(478
)


(3.2
)Outpatient surgeries


36,359



36,418



59



0.2Emergency room visits


219,390



227,315



7,925



3.6Outpatient factor


1.97



2.01



0.04



2.0  34




---



##### Table of Contents



Three Months EndedSeptember 30,2006


2007Medicare


33.1
%


31.8
%Medicaid


9.8



9.7HMOs, PPOs and other private insurers


39.9



42.2Self-Pay


13.5



13.2Other


3.7



3.1100.0
%


100.0
%     Expenses
  Salaries
    and Benefits
    Three Months Ended September 30,% of





% of


Increase


% Increase2006


Revenues


2007


Revenues


(Decrease)


(Decrease)Continuing operations:Salaries and wages

$
190.8



30.4
%

$
201.2



30.7
%

$
10.4



5.4
%Stock-based compensation


3.6



0.6



5.3



0.8



1.7



45.4Employee benefits


38.2



6.1



37.3



5.7



(0.9
)


(2.7
)Contract labor


13.0



2.0



12.4



1.9



(0.6
)


(3.0
)ESOP expense


2.1



0.4



3.9



0.5



1.8



82.9$
247.7



39.5
%

$
260.1



39.6
%

$
12.4



5.0
%Same  hospital:Salaries and wages

$
183.3



29.2
%

$
193.5



29.5
%

$
10.2



5.6
%Stock-based compensation


0.9



0.1



1.7



0.3



0.8



83.9Employee benefits


38.3



6.1



37.2



5.7



(1.1
)


(3.0
)Contract labor


12.5



2.0



12.1



1.8



(0.4
)


(4.5
)ESOP expense


2.0



0.3



3.8



0.6



1.8



87.8$
237.0



37.7
%

$
248.3



37.9
%

$
11.3



4.8
%Man-hours
    per equivalent admission


90.9



N/A



89.6



N/A



(1.3
)


(1.4
)Salaries and benefits per equivalent admission

$
2,473



N/A


$
2,549



N/A


$
76



3.1Corporate office salaries and benefits

$
10.7



1.7
%

$
11.8



1.8
%

$
1.1



10.3
%    35




---



##### Table of Contents



Supplies
    Three MonthsEndedSeptember 30,


Increase


% Increase2006


2007


(Decrease)


(Decrease)Supplies

$
88.1


$
88.8


$
0.7



0.8
%Supplies as a percentage of revenues


14.0
%


13.5
%


(50
) bps


N/MSupplies per equivalent admission

$
921


$
913


$
(8
)


(0.9
)%    36




---



##### Table of Contents



Other
    Operating Expenses
    Three Months Ended September 30,% of





% of


Increase


% Increase2006


Revenues


2007


Revenues


(Decrease)


(Decrease)Continuing operations:Professional fees

$
11.1



1.8
%

$
17.7



2.7
%

$
6.6



59.1
%Utilities


12.0



1.9



12.9



2.0



0.9



7.6Repairs and maintenance


13.3



2.2



14.0



2.1



0.7



5.3Rents and leases


6.4



1.0



7.0



1.1



0.6



8.4Insurance


7.7



1.2



8.7



1.3



1.0



14.9Physician recruiting


4.2



0.7



3.1



0.5



(1.1
)


(26.4
)Contract services


32.3



5.1



31.9



4.9



(0.4
)


(1.3
)Non-income taxes


9.3



1.5



9.5



1.4



0.2



1.7Other


11.9



1.9



15.0



2.3



3.1



26.0$
108.2



17.3
%

$
119.8



18.3
%

$
11.6



10.7
%Same  hospital:Professional fees

$
11.0



1.8
%

$
17.6



2.7
%

$
6.6



59.3
%Utilities


11.8



1.9



12.7



1.9



0.9



7.3Repairs and maintenance


13.1



2.1



13.6



2.1



0.5



3.9Rents and leases


5.9



0.9



6.4



1.0



0.5



10.5Insurance


6.2



1.0



8.5



1.3



2.3



35.7Physician recruiting


4.2



0.7



3.1



0.5



(1.1
)


(26.4
)Contract services


30.7



4.9



29.6



4.5



(1.1
)


(3.6
)Non-income taxes


9.2



1.5



9.3



1.4



0.1



1.7Other


8.4



1.3



12.1



1.8



3.7



43.2$
100.5



16.1
%

$
112.9



17.2
%

$
12.4



12.3
%Corporate office other operating expenses

$
6.9



1.1
%

$
6.9



1.1
%

$





%        37




---



##### Table of Contents



Provision
    for Doubtful Accounts
    Three MonthsEndedSeptember 30,


Increase


% Increase2006


2007


(Decrease)


(Decrease)Provision for doubtful accounts

$
67.8


$
78.7


$
10.9



16.1
%Percentage of revenues


10.8
%


12.0
%


120 bps



N/MCharity care write-offs

$
9.6


$
11.8


$
2.2



22.9
%   Managements Discussion and
    Analysis of Financial Condition and Results of Operations Form 10-K
  Depreciation
    and Amortization
    Three MonthsEndedSeptember 30,


Increase


% Increase2006


2007


(Decrease)


(Decrease)Operating facilities

$
28.1


$
31.2


$
3.1



11.0
%Corporate office


1.5



1.2



(0.3
)


(20.0
)$
29.6


$
32.4


$
2.8



9.5
%    38




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##### Table of Contents



Interest
    Expense
    Three MonthsEndedSeptember 30,


Increase2006


2007


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

$
28.0


$
13.8


$
(14.2
)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






5.0



5.0Other






0.1



0.129.9



20.8



(9.1
)Amortization of deferred loan costs


1.3



1.8



0.5Less:Discontinued operations interest expense allocation


(2.3
)






2.3Interest income


(0.5
)


(0.6
)


(0.1
)Capitalized interest


(0.4
)


(0.1
)


0.3$
28.0


$
21.9


$
(6.1
)   1 2 1 2
  Provision
    for Income Taxes
    Three MonthsEndedSeptember 30,


Increase2006


2007


(Decrease)Provision for income taxes

$
23.5


$
22.4


$
(1.1
)Effective income tax rate


40.8
%


41.4
%


60 bps    39




---



##### Table of Contents



For
    the Nine Months Ended September 30, 2006 and
    2007
  Revenues
          Nine Months EndedSeptember 30,


Increase


% Increase2006


2007


(Decrease)


(Decrease)Admissions


139,503



148,765



9,262



6.6Equivalent admissions


271,333



292,621



21,288



7.8Revenues per equivalent admission

$
6,516


$
6,732


$
216



3.3Medicare case mix index


1.23



1.24



0.01



0.8Average length of stay (days)


4.3



4.2



(0.01
)


(2.3
)Inpatient surgeries


41,643



43,762



2,119



5.1Outpatient surgeries


104,649



110,872



6,223



5.9Emergency room visits


619,105



671,235



52,130



8.4Outpatient factor


1.95



1.97



0.02



1.0     Nine Months EndedSeptember 30,2006


2007Medicare


34.8
%


33.0
%Medicaid


9.9



9.5HMOs, PPOs and other private insurers


38.3



41.7Self-Pay


13.0



12.5Other


4.0



3.3100.0
%


100.0
%  40




---



##### Table of Contents



Expenses
  Salaries
    and Benefits
    Nine Months Ended September 30,% of





% of


Increase


% Increase2006


Revenues


2007


Revenues


(Decrease)


(Decrease)Salaries and benefits:Salaries and wages

$
536.2



30.3
%

$
594.8



30.2
%

$
58.6



10.9
%Stock-based compensation


9.4



0.5



12.5



0.6



3.1



32.2Employee benefits


109.1



6.2



116.5



5.9



7.4



6.8Contract labor


34.4



1.9



38.5



2.0



4.1



11.9ESOP expense


10.7



0.6



11.8



0.6



1.1



10.2$
699.8



39.5
%

$
774.1



39.3
%

$
74.3



10.6Man-hours
    per equivalent admission


90.2



N/A



89.1



N/A



(1.1
)


N/ASalaries and benefits per equivalent admission

$
2,444



N/A


$
2,519



N/A


$
75



3.1Corporate office salaries and benefits

$
33.9



1.9
%

$
33.5



1.7
%

$
(0.4
)


(1.2
)   man-hours
       41




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##### Table of Contents



Supplies
    Nine Months Ended September 30,


Increase


% Increase2006


2007


(Decrease)


(Decrease)Supplies

$
246.7


$
270.9


$
24.2



9.8
%Supplies as a percentage of revenues


14.0
%


13.7
%


(30
) bps


N/MSupplies per equivalent admission

$
909


$
926


$
17



2.0
%     Other
    Operating Expenses
    Nine Months Ended September 30,% of





% of


Increase


% Increase2006


Revenues


2007


Revenues


(Decrease)


(Decrease)Other operating expenses:Professional fees

$
30.6



1.7
%

$
46.4



2.4
%

$
15.8



51.6
%Utilities


34.4



1.9



36.4



1.8



2.0



5.8Repairs and maintenance


36.2



2.0



41.0



2.1



4.8



13.4Rents and leases


17.3



1.0



20.2



1.0



2.9



16.4Insurance


21.7



1.3



26.2



1.3



4.5



21.1Physician recruiting


12.7



0.7



10.4



0.5



(2.3
)


(18.0
)Contract services


86.9



4.9



103.4



5.2



16.5



19.0Non-income taxes


24.7



1.4



28.4



1.4



3.7



14.9Other


36.2



2.0



44.7



2.3



8.5



23.6$
300.7



16.9
%

$
357.1



18.0
%

$
56.4



18.8
%Corporate office other operating expenses

$
20.7



1.2
%

$
24.1



1.2
%

$
3.4



16.4
%      42




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##### Table of Contents



Provision
    for Doubtful Accounts
    Nine Months Ended September 30,


Increase


% Increase2006


2007


(Decrease)


(Decrease)Provision for doubtful accounts

$
190.5


$
233.1


$
42.6



22.4
%Percentage of revenues


10.8
%


11.8
%


100 bps



N/MCharity care write-offs

$
27.6


$
40.1


$
12.5



45.2
%   Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations Form 10-K
  Depreciation
    and Amortization
    Nine Months Ended September 30,


Increase


% Increase2006


2007


(Decrease)


(Decrease)Hospital operations

$
86.2


$
91.9


$
5.7



6.6
%Purchase price allocation adjustments


(13.5
)


3.2



16.7



N/MCorporate office


3.5



4.2



0.7



20.0$
76.2


$
99.3


$
23.1



30.3    43




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##### Table of Contents



Interest
    Expense
    Nine Months Ended September 30,


Increase2006


2007


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

$
70.1


$
61.7


$
(8.4
)Province
    71/2% senior
    subordinated notes


0.3



0.3



31/4%
    convertible senior subordinated debentures


5.5



5.5



31/2%
    convertible senior subordinated notes






6.9



6.9Other


0.7



0.4



(0.3
)76.6



74.8



(1.8
)Amortization of deferred loan costs


3.9



4.9



1.0Less:Discontinued operations interest expense allocation


(3.1
)


(2.5
)


0.6Interest income


(1.5
)


(1.9
)


(0.4
)Capitalized interest


(0.8
)


(1.6
)


(0.8
)$
75.1


$
73.7


$
(1.4
)   1 2 1 2
  Provision
    for Income Taxes
    Nine MonthsEndedSeptember 30,

Increase2006

2007

(Decrease)Provision for income taxes

$
71.6


$
67.0


$
(4.6
)Effective income tax rate


40.2
%


41.4
%


120 bps    44




---



##### Table of Contents



Liquidity
    and Capital Resources
  Liquidity
      Three Months Ended


Nine Months EndedSeptember 30,


September 30,2006


2007


2006


2007Net cash flows provided by continuing operating activities

$
61.2


$
23.3


$
175.5


$
158.6Less: Purchase of property and equipment


(39.5
)


(38.5
)


(134.5
)


(111.1
)Free operating cash flow (deficit)


21.7



(15.2
)


41.0



47.5Acquisitions


(20.4
)






(281.0
)


Proceeds from sale of hospitals


1.0



34.7



28.6



107.5Payment of debt issue costs


(0.6
)


(0.9
)


(1.0
)


(14.2
)Proceeds from borrowings










260.0



615.0Payments on borrowings






(8.4
)


(20.0
)


(765.9
)Proceeds from exercise of stock options






0.4



0.3



12.5Proceeds received for completion of new hospital






14.7







14.7Other


1.0



0.4



1.5



2.2Cash flows from operations (used in) provided by discontinued
    operations


(11.8
)


9.4



(12.6
)


17.0Net change in cash and cash equivalents

$
(9.1
)

$
35.1


$
16.8


$
36.3      45




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##### Table of Contents



Working
    Capital
    December 31,


September 30,2006


2007Total current assets

$
648.4


$
616.0Total current liabilities


304.3



260.4Net working capital

$
344.1


$
355.6Current ratio


2.13



2.37   Capital
    Expenditures
      Three Months


Nine MonthsEnded


EndedSeptember 30,


September 30,2006


2007


2006


2007Capital projects

$
22.8


$
28.0


$
79.1


$
79.6Routine


12.0



9.2



39.1



27.3Information systems


4.7



1.3



16.3



4.2$
39.5


$
38.5


$
134.5


$
111.1Depreciation expense

$
29.2


$
31.9


$
75.1


$
97.4Ratio of capital expenditures to depreciation expense


135.3
%


120.7
%


179.1
%


114.4
%    46




---



##### Table of Contents



Debt
    December 31,


Proceeds from


Payments of


September 30,2006


Borrowings


Borrowings


2007Senior Credit Facility:Term B Loans

$
1,321.9


$



$
(615.9
)

$
706.0Revolving 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







(0.5
)


5.3$
1,668.9


$
615.0


$
(766.4
)

$
1,517.5     December 31,


September 30,


Increase2006


2007


(Decrease)Current portion of long-term debt

$
0.5


$
0.5


$
Long-term debt


1,668.4



1,517.0



(151.4
)Total debt


1,668.9



1,517.5



(151.4
)Total stockholders equity


1,450.0



1,554.4



104.4Total capitalization

$
3,118.9


$
3,071.9


$
(47.0
)Total debt-to-total capitalization


53.5
%


49.4
%


(410
) bpsPercentage of:Fixed rate debt


14.2
%


53.5
%Variable rate debt(*)


85.8



46.5100.0
%


100.0
%Percentage of:Senior debt


86.1
%


46.9
%Subordinated debt


13.9



53.1100.0
%


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 46.5% to nil as of
    September 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 atSeptember 30,Requirement

2007Minimum Interest Coverage Ratio


33.50:1.00



4.70Maximum Total Leverage Coverage Ratio


£4.50:1.00



3.14       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



1 4
  Province
    7
    1/2% Senior
    Subordinated Notes
  1/2 1/2 1/2 1/2 1/2
  Province
    4
    1/4% Convertible
    Subordinated Notes
  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 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;
    Development agreement with the City of Ennis; 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
    
    effective efforts by government and commercial third-party
    payors to reduce healthcare spending, including changes in the
    manner in which payments are made to hospitals or insured
    persons;
    an increase in high deductible health insurance
    plans, and increased co-pays and deductibles;
    continuing increases in bad debt or the cost of
    providing care to uninsured or under-insured persons who are not
    able to pay all or any part of such costs;
    the rising number of uninsured or under-insured individuals in
    the United States;
    a reduction in funding for state Medicaid programs, the
    implementation of cost limits placed on hospitals by Federal
    legislation, and a reduction of Medicaid payments resulting from
    a successful challenge to one or more state Medicaid programs;
    amounts collected from uninsured accounts receivable and the
    adequacy of our reserves for bad debt;
    lower rates of hospital admissions and adjusted admissions;
    periodic changes or reductions in Medicare and Medicaid
    reimbursement payments including the implementation of MS-DRGs
    and proposed changes to the Medicare outpatient prospective
    payment system;
    the increasing relationship of clinical quality to reimbursement
    rates;
    rising operating costs including the increasing cost of hospital
    supplies and medical technology;
    the availability, cost and terms of contractual labor and
    healthcare service providers including nurses and certain
    physicians such as anesthesiologists, radiologists and emergency
    room physicians;
    the ability to recruit and retain independent and employed
    physicians, other healthcare service providers and effective
    management personnel; 55




---



##### Table of Contents




    adverse changes in or requirements of state and federal laws,
    regulations, policies and procedures applicable to the Company;
    increased scrutiny from accreditation agencies such as The Joint
    Commission;
    whether capital expenditures and other aspects of our business
    plan intended, at least in part, to allow our hospitals to
    provide a larger portion of the healthcare services sought by
    residents in our markets will be effective;
    whether we are able to successfully execute strategies to
    significantly grow patient volumes and revenues;
    changes in the Companys operating or expansion strategies
    and, if made, our ability to successfully execute such changed
    strategies;
    the highly competitive nature of the healthcare business,
    including competition from outpatient facilities, physicians on
    the medical staffs of our hospitals, physician offices and
    facilities in larger towns and cities;
    the ability to make acquisitions or divestitures, and to enter
    into joint ventures, on favorable terms and conditions, and to
    successfully integrate and operate acquired facilities;
    the increasing pressure to allow physicians to own a portion of
    our hospitals, and our ability to effectively manage hospitals
    with physician partners;
    the geographic concentration of LifePoints operations and
    changes in general economic conditions in the Companys
    markets;
    the ability to successfully operate and integrate newly-acquired
    and de novo facilities;
    the availability and terms of capital and liquidity to
    fund LifePoints business strategies;
    the Companys substantial indebtedness and changes in
    interest rates, our credit ratings, the amount or terms of our
    indebtedness and our liquidity;
    changes in, or interpretations of, generally accepted accounting
    principles or practices;
    volatility in the market value of LifePoints common stock;
    the ability to successfully manage risks, including those that
    could result in losses to us because we are significantly
    self-insured;
    the availability, cost and terms of insurance coverage;
    malpractice litigation and costs, and the risks associated with
    credentialing decisions and governmental investigations;
    the potential adverse impact of government investigations and
    litigation involving the business practices of healthcare
    providers, including whistleblowers investigations;
    our reliance on information technology systems maintained by HCA
    -IT and the cost and other difficulties associated with
    converting facilities from one information system to another;
    the ability to successfully negotiate and implement our future
    agreements for information technology and systems;
    the costs of complying with the Americans with Disabilities Act
    and related litigation; and
    those other risks and uncertainties described from time to time
    in LifePoints filings with the Securities and Exchange
    Commission 56




---



##### Table of Contents



Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk.  Interest
    Rates
    1 2 1 4
    Item 4.
    Controls
    and Procedures.  Rule 13a-15.
   57




---



##### Table of Contents



PART II 
    OTHER INFORMATION
  Item 1.
    Legal
    Proceedings.  General.
  Americans with Disabilities Act Claim. facility-by-facility
    Item 1A.
    Risk
    Factors.  Form 10-K
  Form 10-K
 58




---



##### Table of Contents



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)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) 59




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##### Table of Contents



ExhibitNumber

Description4
.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

Addendum, dated September 28, 2007, to the Comprehensive
    Service Agreement for Diagnostic Imaging and Biomedical
    Services, between LifePoint Hospital Holdings, Inc. and GE
    Healthcare Technologies.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.  60




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##### Table of Contents



SIGNATURES
      By:
    /s/  Gary
    D. Willis       61




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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) 62




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##### Table of Contents



ExhibitNumber

Description4
.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

Addendum, dated September 28, 2007, to the Comprehensive Service
    Agreement for Diagnostic Imaging and Biomedical Services,
    between LifePoint Hospital Holdings, Inc. and GE Healthcare
    Technologies.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.  63