##### 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
    March 31, 2008oro

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(State or Other Jurisdiction
    of
    Incorporation or Organization)

20-1538254(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
  Large accelerated
    filer þ

Accelerated
    filer o

Non-accelerated
    filer o

Smaller reporting
    company o(Do not check if a smaller reporting company)   Rule 12b-2 o þ




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##### 



TABLE OF
    CONTENTS
  PART I  FINANCIAL
    INFORMATIONItem 1.

Financial Statements


3Item 2.

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


18Item 3.

Quantitative and Qualitative Disclosures about
    Market Risk


41Item 4.

Controls and Procedures


42PART II  OTHER
    INFORMATIONItem 1.

Legal Proceedings


43Item 1A.

Risk Factors


43Item 2.

Unregistered Sales of Securities and Use of
    Proceeds


44Item 6.

Exhibits


45Ex-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 EndedMarch 31,2007


2008Revenues

$
661.2


$
699.9Salaries and benefits


256.8



275.4Supplies


92.2



95.5Other operating expenses


114.6



125.3Provision for doubtful accounts


73.1



82.7Depreciation and amortization


32.5



33.3Interest expense, net


26.4



22.5595.6



634.7Income from continuing operations before minority interests and
    income taxes


65.6



65.2Minority interests in earnings of consolidated entities


0.3



0.7Income from continuing operations before income taxes


65.3



64.5Provision for income taxes


26.5



24.8Income from continuing operations


38.8



39.7Discontinued operations, net of income taxes:Loss from discontinued operations


(1.0
)


(0.2
)Impairment (charge) adjustment


(7.9
)


2.3Loss on sale of hospitals


(0.1
)


(Loss) income from discontinued operations


(9.0
)


2.1Net income

$
29.8


$
41.8Basic earnings (loss) per share:Continuing operations

$
0.69


$
0.73Discontinued operations


(0.16
)


0.04Net income

$
0.53


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

$
0.68


$
0.72Discontinued operations


(0.15
)


0.04Net income

$
0.53


$
0.76Weighted average shares and dilutive securities outstanding:Basic


55.8



54.1Diluted


56.8



55.2    3




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##### Table of Contents



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


March 31,2007(1)


2008(Unaudited)ASSETSCurrent assets:Cash and cash equivalents

$
53.1


$
32.9Accounts receivable, less allowances for doubtful accounts of
    $376.3 and $389.0 at December 31, 2007 and March 31,
    2008, respectively


304.5



318.3Inventories


69.3



69.0Prepaid expenses


12.4



14.4Income taxes receivable


27.9



3.9Deferred tax assets


113.6



124.5Other current assets


20.6



21.0601.4



584.0Property and equipment:Land


72.8



72.7Buildings and improvements


1,219.6



1,237.3Equipment


674.1



693.1Construction in progress (estimated cost to complete and equip
    after March 31, 2008 is $89.7)


34.1



22.32,000.6



2,025.4Accumulated depreciation


(582.9
)


(612.7
)1,417.7



1,412.7Deferred loan costs, net


38.6



36.8Intangible assets, net


52.4



57.3Other


4.4



4.3Goodwill


1,512.0



1,512.0$
3,626.5


$
3,607.1LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
95.6


$
96.3Accrued salaries


66.7



66.5Other current liabilities


98.7



90.0Current maturities of long-term debt


0.5



0.5261.5



253.3Long-term debt


1,516.9



1,516.6Deferred income taxes


113.2



103.3Professional and general liability claims and other liabilities


120.0



140.0Long-term income tax liability


55.5



70.9Minority interests in equity of consolidated entities


15.2



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; 58,101,477 and 58,570,912 shares issued at
    December 31, 2007 and March 31, 2008, respectively


0.6



0.6Capital in excess of par value


1,084.9



1,092.7Unearned ESOP compensation


(3.1
)


(2.3
)Accumulated other comprehensive loss


(19.8
)


(31.6
)Retained earnings


522.8



564.6Common stock in treasury, at cost, 1,356,487 and
    4,354,267 shares at December 31, 2007 and
    March 31, 2008, respectively


(41.2
)


(116.6
)1,544.2



1,507.4$
3,626.5


$
3,607.1     (1)
    
    Derived from audited financial statements.   4




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LIFEPOINT
    HOSPITALS, INC.
  CONDENSED
    CONSOLIDATED STATEMENTS OF CASH FLOWS
    Unaudited
    (In millions)
  Three Months EndedMarch 31,2007


2008Cash flows from operating activities:Net income

$
29.8


$
41.8Adjustments to reconcile net income to net cash provided by
    operating activities:Loss (income) from discontinued operations


9.0



(2.1
)Stock-based compensation


3.6



6.4ESOP expense (non-cash portion)


2.2



1.8Depreciation and amortization


32.5



33.3Amortization of deferred loan costs


1.3



1.8Minority interests in earnings of consolidated entities


0.3



0.7Deferred income taxes (benefit)


(18.4
)


1.3Reserve for professional and general liability claims, net


(0.5
)


1.1Increase (decrease) in cash from operating assets and
    liabilities, net of effects from divestitures:Accounts receivable


(7.5
)


(8.6
)Inventories and other current assets


(11.2
)


(3.2
)Accounts payable and accrued expenses


(33.2
)


3.8Income taxes payable/receivable


42.3



22.6Other


1.2



4.4Net cash provided by operating activities  continuing
    operations


51.4



105.1Net cash provided by (used in) operating activities 
    discontinued operations


12.4



(4.1
)Net cash provided by operating activities


63.8



101.0Cash flows from investing activities:Purchase of property and equipment


(31.7
)


(33.4
)Other


(0.2
)


(0.3
)Net cash used in investing activities  continuing
    operations


(31.9
)


(33.7
)Net cash used in investing activities  discontinued
    operations


(0.2
)


Net cash used in investing activities


(32.1
)


(33.7
)Cash flows from financing activities:Proceeds from borrowings


40.0



Payments of borrowings


(52.4
)


Proceeds from exercise of stock options


1.0



Proceeds from employee stock purchase plans


0.7



0.4Purchases of treasury stock






(87.6
)Other


(0.3
)


(0.3
)Net cash used in financing activities


(11.0
)


(87.5
)Change in cash and cash equivalents


20.7



(20.2
)Cash and cash equivalents at beginning of period


12.2



53.1Cash and cash equivalents at end of period

$
32.9


$
32.9Supplemental disclosure of cash flow information:Interest payments

$
28.8


$
17.1Capitalized interest

$
0.7


$
0.1Income taxes paid, net

$
2.4


$
0.9    5




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##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  CONDENSED
    CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
 For the Three Months Ended March 31, 2008
 Unaudited
 (In millions)
  AccumulatedCapital in


Unearned


OtherCommon Stock


Excess of


ESOP


Comprehensive


Retained


TreasuryShares


Amount


Par Value


Compensation


Loss


Earnings


Stock


TotalBalance at December 31, 2007


56.7


$
0.6


$
1,084.9


$
(3.1
)

$
(19.8
)

$
522.8


$
(41.2
)

$
1,544.2Comprehensive income:Net income






















41.8







41.8Net change in fair value of interest rate swap, net of tax
    benefit of $6.7


















(11.8
)










(11.8
)Total comprehensive income






























30.0Non-cash ESOP compensation earned










1.0



0.8















1.8Stock activity in connection with employee stock purchase plans










0.4



















0.4Stock-based compensation  nonvested stock










4.3



















4.3Stock-based compensation  stock options










2.1



















2.1Nonvested stock issued to key employees, net of forfeitures


0.5



























Purchases of treasury stock, at cost


(3.0
)






















(75.4
)


(75.4
)Balance at March 31, 2008


54.2


$
0.6


$
1,092.7


$
(2.3
)

$
(31.6
)

$
564.6


$
(116.6
)

$
1,507.4    6




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##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 March 31, 2008
 Unaudited
  Note 1.
    Basis of
    Presentation    Form 10-Q Regulation S-X. Form 10-K.
      Note 2.
    Share
    Repurchase Program    Note 3.
    Stock-Based
    Compensation   7




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##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Stock
    Options
        Three Months EndedMarch 31,2007

2008Expected volatility

25.5%

32.0%Risk free interest rate (range)

4.48%  5.21%

1.97%  3.74%Expected dividends



Average expected term (years)

5.1

5.3Fair value per share of stock options granted

$10.21

$8.06       Nonvested
    Stock
   8




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##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
              2007


2008Nonvested stock

$
2.2


$
4.3Stock options


1.4



2.1Total stock-based compensation expense

$
3.6


$
6.4Tax benefits on stock-based compensation expense

$
1.4


$
2.6    9




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##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 4.
    Earnings
    (Loss) Per Share    Three Months EndedMarch 31,2007


2008Numerator:Numerator for basic and diluted earnings (loss) per
    share  income from continuing operations

$
38.8


$
39.7(Loss) income from discontinued operations, net of income taxes


(9.0
)


2.1$
29.8


$
41.8Denominator:Denominator for basic earnings (loss) per share 
    weighted average shares outstanding


55.8



54.1Effect of dilutive securities:Employee stock benefit plans


1.0



1.1Denominator for diluted earnings (loss) per share 
    weighted average shares


56.8



55.2Basic earnings (loss) per share:Continuing operations

$
0.69


$
0.73Discontinued operations


(0.16
)


0.04Net income

$
0.53


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

$
0.68


$
0.72Discontinued operations


(0.15
)


0.04Net income

$
0.53


$
0.76   1 2 1 2 1 4 1 4 1 4 1 2
  Note 5.
    Goodwill
    and Intangible Assets   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, 2007

$
44.0


$
(8.8
)

$
35.2Additions


7.3







7.3Amortization expense






(2.1
)


(2.1
)Balance at March 31, 2008

$
51.3


$
(10.9
)

$
40.4Non-competition agreements:Balance at December 31, 2007

$
17.3


$
(7.0
)

$
10.3Amortization expense






(0.3
)


(0.3
)Balance at March 31, 2008

$
17.3


$
(7.3
)

$
10.0Indefinite-lived intangible assets:Certificates of need:Balance at December 31, 2007 and March 31, 2008

$
6.9


$



$
6.9Total intangible assets:Balance at December 31, 2007

$
68.2


$
(15.8
)

$
52.4Additions


7.3







7.3Amortization expense






(2.4
)


(2.4
)Balance at March 31, 2008

$
75.5


$
(18.2
)

$
57.3   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 6.
    Discontinued
    Operations  Impact
    of Discontinued Operations
                Three Months EndedMarch 31,2007

2008Revenues

$
37.6


$
1.3Loss before income taxes


(1.2
)


(0.3
)  12




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##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Impairment
      Three Months EndedMarch 31,2007


2008Property and equipment

$
(3.4
)

$
Net working capital


(4.9
)


3.6Goodwill


(3.1
)


(11.4
)


3.6Income tax benefit (provision)


3.5



(1.3
)$
(7.9
)

$
2.3   Note 7.
    Interest
    Rate Swap    13




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##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Notional AmountDate Range

(In millions)November 30, 2006 to November 30, 2007

$
900.0November 30, 2007 to November 28, 2008

$
750.0November 28, 2008 to November 30, 2009

$
600.0November 30, 2009 to November 30, 2010

$
450.0November 30, 2010 to May 30, 2011

$
300.0   FAS 157-2,
          Note 8.
    Recently
    Issued Accounting Pronouncements   14




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##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
         15




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##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 9.
    Contingencies  Americans
    with Disabilities Act Claim
      Legal
    Proceedings and General Liability Claims
    Physician
    Commitments
    Capital
    Expenditure Commitments
   16




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##### Table of Contents



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




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##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.  Form 10-K.
  Overview
      Three Months EndedMarch 31,2007


2008Revenues

$
661.2


$
699.9Income from continuing operations

$
38.8


$
39.7Diluted earnings per share from continuing operations

$
0.68


$
0.72   Key
    Challenges
    
    Inpatient Volumes.  We have experienced
    diminutive growth in our inpatient volumes at most of our
    facilities during the past twelve months. This was the result of
    physician attrition in several of our markets, lack of disease
    across our markets, the closure of certain unprofitable service
    lines at a few of our hospitals and the long-term industry trend
    of inpatient services shifting to outpatient services. We will
    focus on adding or further emphasizing service lines that are
    needed in our communities.    Admissions2007


2008First Quarter


52,207



52,358Second Quarter


48,191



N/AThird Quarter


48,367



N/AFourth Quarter


47,990



N/A196,755



52,358   
    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. 18




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##### Table of Contents



Provision forDoubtful Accounts2007


2008First Quarter

$
77.7


$
82.2Second Quarter


84.6



N/AThird Quarter


82.2



N/AFourth Quarter


79.6



N/A$
324.1


$
82.2     charity/indigent
    Charity andIndigent CareWrite-Offs2007


2008First Quarter

$
16.2


$
13.7Second Quarter


14.1



N/AThird Quarter


12.0



N/AFourth Quarter


11.4



N/A$
53.7


$
13.7     Self-Pay Revenues2007


2008First Quarter

$
80.3


$
91.3Second Quarter


87.1



N/AThird Quarter


86.6



N/AFourth Quarter


82.7



N/A$
336.7


$
91.3  19




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##### Table of Contents



Revenue DaysOutstandingIn AccountsReceivable2007


2008March 31


40.8



41.3June 30


41.4



N/ASeptember 30


43.7



N/ADecember 31


43.1



N/A     December 31,


March 31,2007


2008Insured receivables


33.2
%


34.9
%Uninsured receivables (including co-payments and deductibles)


66.8



65.1100.0
%


100.0
%     December 31,


March 31,2007


20080 to 60 days


45.1
%


48.2
%61 to 150 days


19.9



17.6Over 150 days


35.0



34.2100.0
%


100.0
%     
    Physician Recruitment and
    Retention.  Recruiting, attracting 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. We
    believe that continuing to add primary care physicians and
    specialists should help our hospitals increase volumes by
    offering new services. Physician attrition is also a challenge
    for us.
    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 experienced unfavorable claims
    development results recently, which are reflected in our
    professional and general liability costs.
    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. We have adopted a number of human
    resources strategies in an attempt to improve our ability to
    recruit and retain nurses and other clinical personnel. However,
    we expect that staffing issues related to nurses and other
    clinical personnel will continue in the future. Additionally, we
    have incurred an increase in professional fees primarily for
    anesthesiology, hospitalists, fees for on-call coverage for
    physicians, and emergency room services. Our expense for
    professional fees paid to hospital-based physicians has
    increased as the shortage of these physicians becomes more acute. 20




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##### Table of Contents




    Indebtedness.  Our consolidated debt was
    $1,517.1 million as of March 31, 2008, and we incurred
    $22.5 million of net interest expense during the three
    months ended March 31, 2008. Our indebtedness 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
    March 31, 2008 and believe we will be in compliance with
    them throughout 2008.
    Medicare Changes  Hospital Inpatient Prospective
    Payment System.  Changes with respect to
    governmental reimbursement affect our revenues and earnings. On
    August 1, 2007, the Centers for Medicare and Medicaid
    Services (CMS) issued its hospital inpatient
    prospective payment system (IPPS) final rule for
    Federal Fiscal year (FFY 2008), which began on
    October 1, 2007. Among other items, the final rule created
    745 new severity-adjusted diagnosis-related groups
    (Medicare Severity DRGs or MS-DRGs) to
    replace Medicares previous 538 DRGs. The new MS-DRGs are
    being phased-in over a two-year period. In addition, the final
    rule also provided for a market basket increase of 3.3% in FFY
    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 reduced Medicare payments to hospitals by 1.2% in FFY
    2008 and 1.8% in both FFY 2009 and 2010. Subsequently, on
    September 29, 2007, President Bush signed Public Law
    No. 110-90,
    effectively decreasing these reductions for FFY 2008 and 2009 to
    0.6% and 0.9%. CMS has announced that it plans to conduct a
    look-back beginning in FFY 2010 and to make
    appropriate changes to the reduction percentages based on actual
    claims data. 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 to
    increasing slightly in FFY 2008.  No. 110-90,
  
    Medicare Changes  Medicare Hospital Outpatient
    Prospective Payment System.  On November 1,
    2007, CMS issued its final hospital outpatient prospective
    payment system rule for calendar year 2008. Among other
    provisions, this includes a 3.3% market basket update and
    requires hospitals to begin reporting seven 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. 21




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
    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 FFY 2008. The final rule increased the inpatient
    rehabilitation facility (IRF) payment rate by 3.2%
    and the high-cost outlier threshold from $5,534 to $7,362 for
    FFY 2008. The final rule also continued the phase-in of the
    requirement that at least 75% of an IRFs patients have one
    of 13 designated medical conditions, which has resulted in
    decreased volume in our rehabilitation units. However, the
    Medicare, Medicaid and SCHIP Extension Act of 2007
    (MMSEA), enacted on December 29, 2007,
    permanently froze the compliance threshold at 60% effective for
    cost reporting periods beginning on or after July 1, 2006,
    and allows co-morbid conditions to count toward this threshold.
    MMSEA also set the IRF prospective payment system rate increase
    factor for FFYs 2008 and 2009 at 0%, effective for discharges
    beginning on or after April 1, 2008. On April 21,
    2008, CMS issued its IRF prospective payment system proposed
    rule for FFY 2009. In addition to implementing the changes
    required by MMSEA, the proposed rule would also set the outlier
    threshold for FFY 2009 at $9,191 and would update the IRF
    prospective payment systems case mix group relative
    weights and average length of stay values using FFY 2006
    information. CMS anticipates that the proposed rule would
    decrease aggregate IRF payments by $20.0 million in FFY
    2009.
    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 $4.0 billion over five years. On the same date,
    President Bush signed into law HR 2206, which placed a
    moratorium on the implementation of this rule for one year.
    However, when the moratorium expires this year, this final rule
    could significantly impact state Medicaid programs and our
    revenue from these programs.
    NPI Implementation.  To improve the efficiency
    of the national healthcare system, the Health Insurance
    Portability and Accountability Act of 1996 (HIPAA)
    required the Department of Health and Human Services
    (HHS) to adopt regulations that, among other things,
    established a uniform set of national standards for electronic
    healthcare transactions. As part of those regulations, HHS
    adopted a requirement that all covered healthcare providers
    obtain and use a National Provider Indentifier (NPI)
    in all covered electronic healthcare transactions, which
    includes the electronic submission of healthcare claims. The NPI
    is intended to replace the multiple legacy or
    existing Medicare, Medicaid, and private third party payor
    provider numbers healthcare providers are currently required to
    use. CMS has been phasing in the use of the NPI in the Medicare
    program over the past several months. However, beginning
    May 23, 2008, CMS will require all Medicare claims to be
    submitted under the providers NPI and will no longer
    accept claims that contain the providers existing Medicare
    provider number. Some providers have encountered difficulties
    and have had their claims rejected by the Medicare payment
    system for issues relating to the implementation of the NPI. We
    cannot predict if any of our facilities will experience any
    payment delays or issues when the Medicare program fully
    implements the use of the NPI on May 23, 2008. If our
    facilities experience payment delays as a result of the
    implementation of the NPI, our cash flows could be materially
    adversely affected.
    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, orthopedic, 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. 22




---



##### Table of Contents




    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 negotiating with HCA-IT to extend the HCA-IT
    agreement beyond 2009.
    Summary.  Each of our challenges are
    intensified by our inability to control related trends and the
    associated risks. Therefore, our actual results may differ from
    our expectations. To maintain or improve operating margins in
    the future, we must, among other things, increase patient
    volumes by developing service lines in response to needs in our
    respective communities.  Hospital
    Acquisitions
  Properties Form 10-K
  Discontinued
    Operations
              Three Months EndedMarch 31, 20082007


2008Revenues

$
37.6


$
1.3Loss from discontinued operations

$
(1.0
)

$
(0.2
)Impairment (charge) adjustment


(7.9
)


2.3Loss on sale of hospitals


(0.1
)


Income (loss) from discontinued operations

$
(9.0
)

$
2.1Diluted (loss) earnings per share from discontinued operations

$
(0.15
)

$
0.04  23




---



##### Table of Contents



Impairment
      Three Months EndedMarch 31,2007


2008Property and equipment

$
(3.4
)

$
Net working capital


(4.9
)


3.6Goodwill


(3.1
)


(11.4
)


3.6Income tax benefit (provision)


3.5



(1.3
)$
(7.9
)

$
2.3   Revenue
    Sources
  Business,
      Form 10-K
     24




---



##### 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
    Results
    of Operations
  Managements Discussion and Analysis of Financial
    Condition and Results of Operations:
  Admissions.
  bps.
  Continuing operations.
  Emergency room visits.
  Equivalent admissions.
 25




---



##### Table of Contents



ESOP.
  Medicare case mix index.
  N/A.
  N/M.
  Outpatient surgeries.
 26




---



##### Table of Contents



Operating
    Results Summary
    Three Months Ended March 31,2007


2008% of





% ofAmount


Revenues


Amount


RevenuesRevenues

$
661.2



100.0
%

$
699.9



100.0
%Salaries and benefits


256.8



38.8



275.4



39.4Supplies


92.2



13.9



95.5



13.6Other operating expenses


114.6



17.4



125.3



17.9Provision for doubtful accounts


73.1



11.1



82.7



11.8Depreciation and amortization


32.5



4.9



33.3



4.8Interest expense, net


26.4



4.0



22.5



3.2595.6



90.1



634.7



90.7Income from continuing operations before minority interests and
    income taxes


65.6



9.9



65.2



9.3Minority interests in earnings of consolidated entities


0.3







0.7



0.1Income from continuing operations before income taxes


65.3



9.9



64.5



9.2Provision for income taxes


26.5



4.0



24.8



3.5Income from continuing operations

$
38.8



5.9
%

$
39.7



5.7
%   For
    the Three Months Ended March 31, 2007 and
    2008
  Revenues
      %Three Months Ended March 31,


Increase


Increase2007


2008


(Decrease)


(Decrease)Admissions


52,207



52,358



151



0.3
%Equivalent admissions


99,454



99,533



79



0.1Revenues per equivalent admission

$
6,649


$
7,031


$
382



5.7Medicare case mix index


1.25



1.27



0.02



1.6Average length of stay (days)


4.3



4.4



0.1



2.3Inpatient surgeries


14,971



14,264



(707
)


(4.7
)Outpatient surgeries


36,923



35,950



(973
)


(2.6
)Emergency room visits


222,275



234,066



11,791



5.3Outpatient factor


1.91



1.90



(0.01
)


(0.5
)  27




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##### Table of Contents



Three Months EndedMarch 31,2007


2008Medicare


34.6
%


32.9
%Medicaid


9.9



9.8HMOs, PPOs and other private insurers


40.4



41.3Self-Pay


11.9



13.0Other


3.2



3.0100.0
%


100.0
%   Expenses
  Salaries
    and Benefits
    Three Months Ended March 31,% of





% of


Increase


% Increase2007


Revenues


2008


Revenues


(Decrease)


(Decrease)Salaries and benefits:Salaries and wages

$
196.2



29.7
%

$
212.0



30.3
%

$
15.8



8.1
%Stock-based compensation


3.6



0.5



6.4



0.9



2.8



79.4Employee benefits


39.9



6.0



43.3



6.2



3.4



8.3Contract labor


13.3



2.0



11.9



1.7



(1.4
)


(10.3
)ESOP expense


3.8



0.6



1.8



0.3



(2.0
)


(51.4
)$
256.8



38.8
%

$
275.4



39.4
%

$
18.6



7.3
%Man-hours
    per equivalent admission


87.4



N/A



88.6



N/A



1.2



1.4
%Salaries and benefits per equivalent admission

$
2,456



N/A


$
2,600



N/A


$
144



5.9
%        28




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##### Table of Contents



Supplies
    Three Months EndedMarch 31,


Increase


% Increase2007


2008


(Decrease)


(Decrease)Supplies

$
92.2


$
95.5


$
3.3



3.6
%Supplies as a percentage of revenues


13.9
%


13.6
%


(30
)bps


N/MSupplies per equivalent admission

$
930


$
967


$
37



4.0
%     Other
    Operating Expenses
    Three Months Ended March 31,% of





% of


Increase


% Increase2007


Revenues


2008


Revenues


(Decrease)


(Decrease)Professional fees

$
14.8



2.2
%

$
16.6



2.4
%

$
1.8



11.9
%Utilities


11.9



1.8



12.4



1.8



0.5



4.2Repairs and maintenance


13.3



2.0



14.1



2.0



0.8



6.1Rents and leases


6.7



1.0



6.5



0.9



(0.2
)


(3.7
)Insurance


5.9



0.9



9.9



1.4



4.0



69.5Physician recruiting


3.7



0.6



4.7



0.7



1.0



23.5Contract services


35.7



5.4



34.9



5.0



(0.8
)


(2.2
)Non-income taxes


9.5



1.4



10.0



1.4



0.5



4.9Other


13.1



2.1



16.2



2.3



3.1



24.2$
114.6



17.4
%

$
125.3



17.9
%

$
10.7



9.3
%      29




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##### Table of Contents



Provision
    for Doubtful Accounts
    Three MonthsEndedMarch 31,


Increase

% Increase2007


2008


(Decrease)

(Decrease)Provision for doubtful accounts

$
73.1


$
82.7


$ 9.6


13.1
%Percentage of revenues


11.1
%


11.8
%

70bps


N/MCharity care write-offs

$
14.8


$
13.6


$(1.2)


(8.5
)Percentage of revenues


0.9
%


0.8
%

(10)bps


N/M   Managements Discussion and Analysis of Financial
    Condition and Results of Operations Form 10-K.
  Depreciation
    and Amortization
   30




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##### Table of Contents



Interest
    Expense
    Three Months EndedMarch 31,


Increase2007


2008


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

$
25.3


$
11.2


$
(14.1
)Province
    71/2% Senior
    Subordinated Notes


0.1



0.1



31/4% Debentures


1.8



1.8



31/2% Notes






5.0



5.0Interest rate swap (including ineffective portion)


0.5



2.8



2.3Other


0.1



0.3



0.227.8



21.2



(6.6
)Amortization of deferred loan costs


1.3



1.8



0.5Less:Discontinued operations interest expense allocation


(1.7
)


(0.1
)


1.6Interest income


(0.3
)


(0.3
)


Capitalized interest


(0.7
)


(0.1
)


0.6$
26.4


$
22.5


$
(3.9
)   1 2 1 2
  Provision
    for Income Taxes
    Three Months EndedMarch 31,

Increase2007

2008

(Decrease)Provision for income taxes

$
26.5


$
24.8


$
(1.7
)Effective income tax rate


40.6
%


38.4
%


(220
)bps    31




---



##### Table of Contents



Liquidity
    and Capital Resources
  Liquidity
      Three Months Ended March 31,2007


2008Net cash flows provided by continuing operating activities

$
51.4


$
105.1Less: Purchase of property and equipment


(31.7
)


(33.4
)Free operating cash flow


19.7



71.7Proceeds from borrowings


40.0



Payments on borrowings


(52.4
)


Repurchase of common stock






(87.6
)Other


1.0



(0.2
)Cash flows from operations provided by (used in) discontinued
    operations


12.4



(4.1
)Net increase (decrease) in cash and cash equivalents

$
20.7


$
(20.2
)      32




---



##### Table of Contents



Working
    Capital
    December 31,


March 31,2007


2008Total current assets

$
601.4


$
584.0Total current liabilities


261.5



253.3Net working capital

$
339.9


$
330.7Current ratio


2.3



2.3   Capital
    Expenditures
      Three Months Ended March 31,2007


2008Capital projects

$
21.9


$
21.8Routine


8.4



11.3Information systems


1.4



0.3$
31.7


$
33.4Depreciation expense

$
31.8


$
33.0Ratio of capital expenditures to depreciation expense


99.7
%


101.2
%     Debt
    December 31,


Proceeds from


Payments of


March 31,2007


Borrowings


Borrowings


2008Senior Secured Credit Facilities:Term B Loans

$
706.0


$



$



$
706.0Revolving Loans














Province
    71/2% Senior
    Subordinated Notes


6.1











6.1Province
    41/4% Convertible
    Subordinated Notes


0.1











0.131/2% Notes


575.0











575.031/4% Debentures


225.0











225.0Other, including capital leases


5.2







(0.3
)


4.9$
1,517.4


$



$
(0.3
)

$
1,517.1  33




---



##### Table of Contents



December 31,


March 31,


Increase2007


2008


(Decrease)Current portion of long-term debt

$
0.5


$
0.5


$
Long-term debt


1,516.9



1,516.6



(0.3
)Total debt


1,517.4



1,517.1



(0.3
)Total stockholders equity


1,544.2



1,507.4



(36.8
)Total capitalization

$
3,061.6


$
3,024.5


$
(37.1
)Total debt to total capitalization


49.6
%


50.2
%


60
bpsPercentage of:Fixed rate debt


53.5
%


53.5
%Variable rate debt(*)


46.5



46.5100.0
%


100.0
%Percentage of:Senior debt


46.9
%


46.9
%Subordinated debt


53.1



53.1100.0
%


100.0
%     (*)
    
    Our interest rate swap mitigates our floating rate risk on our
    outstanding variable rate borrowings which converts 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 decreases our variable rate debt as
    a percentage of our outstanding debt from 46.5% to zero as of
    December 31, 2007 and March 31, 2008. Please refer to
    the Capital Resources  Interest Rate
    Swap section below for a discussion of our interest rate
    swap agreement.  Capital
    Resources
  31/2% Convertible
    Senior Subordinated Notes due May 15, 2014
  1 2 1 2 1 2 Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations 1 2 Form 10-K 1 2
  Senior
    Secured Credit Facilities
  Terms
   34




---



##### Table of Contents



1 2
    Borrowings
    and Payments
    Letters
    of Credit and Availability
    Interest
    Rates
  and/or
  90-day 90-day
  Covenants
   35




---



##### Table of Contents



Level atMarch 31,Requirement


2008Minimum Interest Coverage Ratio


33.50:1.00



5.32Maximum Total Leverage Ratio


£4.25:1.00



3.30       31/4% Convertible
    Senior Subordinated Debentures due August 15,
    2025
  1 4 1 4 1 4 Managements Discussion and Analysis of Financial
    Condition and Results of Operations 1 4 Form 10-K 1 4
  Province
    7
    1/2% Senior
    Subordinated Notes
  1 2 1 2 1 2 1 2 1 2
  Province
    41/4% Convertible
    Subordinated Notes
  1 4
  Interest
    Rate Swap
    36




---



##### Table of Contents



Notional AmountDate Range

(In millions)November 30, 2006 to November 30, 2007

$
900.0November 30, 2007 to November 28, 2008

$
750.0November 28, 2008 to November 30, 2009

$
600.0November 30, 2009 to November 30, 2010

$
450.0November 30, 2010 to May 30, 2011

$
300.0   FAS 157-2,
          Debt
    Ratings
  Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations,
  Liquidity
    and Capital Resources Outlook
   37




---



##### Table of Contents



Contractual
    Obligations
  Form 10-K.
  Off-Balance
    Sheet Arrangements
   38




---



##### Table of Contents



Recently
    Issued Accounting Pronouncements
    Contingencies
    
    Americans with Disabilities Act claim;
    Legal proceedings and general liability claims;
    Physician commitments;
    Capital expenditure commitments; and
    Acquisitions.  Forward-Looking
    Statements
  and/or
  
    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 acquisitions, divestitures,
    business strategies and initiatives;
    interpretations of Medicare and Medicaid law and their effects
    on our business; and
    descriptions of assumptions underlying or relating to any of the
    foregoing.    
    future financial performance and condition;
    future liquidity and capital resources;
    repurchases of our common stock;
    future cash flows;
    existing and future debt and equity structure;
    compliance with debt covenants;
    our strategic goals;
    our business strategy and operating philosophy;
    supply and information technology costs;
    changes in interest rates;
    our plans as to the payment of dividends;
    future acquisitions, dispositions and joint ventures;
    industry and general economic trends;
    the efforts of insurers and other payors, healthcare providers
    and others to contain healthcare costs;
    reimbursement changes; 39




---



##### Table of Contents




    governmental budgetary challenges at the federal level and in
    the states where we operate;
    patient volumes and related revenues;
    recruiting and retention of clinical personnel;
    future capital expenditures;
    expected changes in certain expenses;
    the impact of 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;
    staffing issues relating to nurses and other clinical
    personnel; 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; 40




---



##### Table of Contents




    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;
    changes in general economic conditions in the markets we serve;
    ability to add or further emphasize service lines that are
    needed in our communities;
    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
    Outstanding
    Debt
    1 4 1 2
    Cash
    Balances
   41




---



##### Table of Contents



Item 4.  Controls
    and Procedures.  Rule 13a-15
   42




---



##### Table of Contents



PART II 
    OTHER INFORMATION  Item 1.
    Legal
    Proceedings.  General.
  Americans with Disabilities Act Claim.
    Item 1A.
    Risk
    Factors.  Form 10-K.
 43




---



##### Table of Contents



Item 2.
    Unregistered
    Sales of Securities and Use of Proceeds.    ApproximateTotal Number


Dollar Valueof Shares


of Shares thatPurchased as


May Yet beWeighted


Part of a


PurchasedTotal Number


Average


Publicly


Under theof Shares


Price Paid


Announced


Program(1)Period

Purchased


per Share


Program(1)


(In millions)January 1, 2008 to January 31, 2008














February 1, 2008 to February 29, 2008


1,865,280


$
25.12



1,865,280


$
62.0March 1, 2008 to March 31, 2008


1,132,500


$
25.20



1,132,500


$
33.4Total


2,997,780


$
25.15



2,997,780


$
33.4    (1)
    
    In November 2007, the Companys Board of Directors
    authorized the repurchase of up to $150.0 million of
    outstanding shares of the Companys common stock either in
    the open market or through privately negotiated transactions,
    subject to market conditions, regulatory constraints and other
    factors, to utilize excess cash flow after its capital
    expenditure needs have been satisfied. The Company is not
    obligated to repurchase any specific number of shares under the
    program. The program expires on November 26, 2008, but may
    be extended, suspended or discontinued at any time prior to the
    expiration date. As of March 31, 2008, the Company had
    repurchased in the aggregate, approximately 4.4 million
    shares at an aggregate purchase price, including commissions, of
    approximately $116.6 million. These shares have been
    designated by the Company as treasury stock 44




---



##### Table of Contents



Item 6.
    Exhibits.  ExhibitNumber

Description3
.1

Amended and Restated Certificate (incorporated by reference from
    exhibits to the Registration Statement on
    Form S-8
    filed on April 19, 2005, File
    No. 333-124093).3
.2

Second Amended and Restated Bylaws (incorporated by reference
    from exhibits to the LifePoint Hospitals, Inc. Current Report on
    Form 8-K
    dated October 16, 2006, 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 Accounting 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 Accounting Officer of LifePoint
    Hospitals, Inc. Pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002.  45




---



##### Table of Contents



SIGNATURES
      By: /s/  Gary
    D. Willis       46




---



##### Table of Contents



EXHIBIT INDEX
  ExhibitNumber

Description3
.1

Amended and Restated Certificate of Incorporation (incorporated
    by reference from exhibits to the Registration Statement on
    Form S-8
    filed on April 19, 2005, File
    No. 333-124093).3
.2

Second Amended and Restated Bylaws (incorporated by reference
    from exhibits to the LifePoint Hospitals, Inc. Current Report on
    Form 8-K
    dated October 16, 2006, 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 Accounting 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 Accounting Officer of LifePoint
    Hospitals, Inc. Pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002.