##### Table of Contents



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

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    September 30, 2006Oro

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

20-1538254(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)103 Powell Court,
    Suite 200
    Brentwood, Tennessee(Address of principal
    executive offices)

37027(Zip Code)   (615) 372-8500
 (Registrants telephone
    number, including area code)
  Not Applicable
 (Former name, former address and
    former fiscal year, if changed since last report)
   þ o
  Rule 12b-2
  Large
    accelerated filer þ
    Accelerated
    filer o
    Non-accelerated
    filer
    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

32Item 3.


Quantitative and Qualitative
    Disclosures about Market Risk

69Item 4.


Controls and Procedures

69PART II 
    OTHER INFORMATIONItem 1.


Legal Proceedings

70Item 1A.


Risk Factors

70Item 6.


Exhibits

70Ex-31.1 Section 302 CertificationEx-31.2 Section 302 CertificationEx-32.1 Section 906 CertificationEx-32.2 Section 906 Certification   2




---



##### 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 30,2005


2006


2005


2006Revenues

$
548.9


$
640.3


$
1,285.3


$
1,799.1Salaries and benefits


221.0



252.3



515.0



712.2Supplies


76.4



88.9



172.4



249.5Other operating expenses


90.5



111.5



214.1



309.0Provision for doubtful accounts


63.5



70.1



127.5



197.5Depreciation and amortization


28.0



30.4



67.8



78.3Interest expense, net


20.4



28.5



38.2



76.2Debt retirement costs


2.1







12.1



Transaction costs


(1.4
)






43.2



500.5



581.7



1,190.3



1,622.7Income from continuing operations
    before minority interests and income taxes


48.4



58.6



95.0



176.4Minority interests in earnings of
    consolidated entities


0.3



0.4



0.8



1.1Income from continuing operations
    before income taxes


48.1



58.2



94.2



175.3Provision for income taxes


17.8



23.7



41.2



70.6Income from continuing operations


30.3



34.5



53.0



104.7Discontinued operations, net of
    income taxes:Income (loss) from discontinued
    operations


(0.5
)


(0.2
)


0.9



(1.7
)Impairment of assets


(0.2
)






(4.9
)


Gain (loss) on sale of hospitals






0.6



(0.7
)


4.1Income (loss) from discontinued
    operations


(0.7
)


0.4



(4.7
)


2.4Cumulative effect of change in
    accounting principle, net of income taxes














0.7Net income

$
29.6


$
34.9


$
48.3


$
107.8Basic earnings (loss) per share:Continuing operations

$
0.55


$
0.62


$
1.09


$
1.88Discontinued operations


(0.01
)


0.01



(0.10
)


0.05Cumulative effect of change in
    accounting principle














0.01Net income

$
0.54


$
0.63


$
0.99


$
1.94Diluted earnings (loss) per share:Continuing operations

$
0.54


$
0.61


$
1.08


$
1.86Discontinued operations


(0.01
)


0.01



(0.10
)


0.05Cumulative effect of change in
    accounting principle














0.01Net income

$
0.53


$
0.62


$
0.98


$
1.92Weighted average shares and
    dilutive securities outstanding:Basic


55.3



55.7



48.4



55.6Diluted


56.2



56.4



49.3



56.2    3




---



##### Table of Contents



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


September 30,2005(1)


2006(Unaudited)ASSETSCurrent assets:Cash and cash equivalents

$
30.4


$
47.2Accounts receivable, less
    allowances for doubtful accounts of $252.9 at December 31,
    2005 and $304.8 at September 30, 2006


256.8



336.5Inventories


56.9



64.9Assets held for sale


22.0



90.4Prepaid expenses


12.0



17.3Deferred tax assets


44.2



55.7Other current assets


11.0



22.1433.3



634.1Property and equipment:Land


64.4



80.0Buildings and improvements


986.9



1,067.7Equipment


540.3



580.5Construction in progress (estimated
    cost to complete and equip after September 30, 2006 is
    $110.3)


77.8



60.21,669.4



1,788.4Accumulated depreciation


(373.1
)


(445.7
)1,296.3



1,342.7Deferred loan costs, net


35.4



32.4Intangible assets, net


4.2



33.2Other


5.5



4.5Goodwill


1,449.9



1,601.4$
3,224.6


$
3,648.3LIABILITIES AND
    STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
85.6


$
102.0Accrued salaries


58.7



68.3Other current liabilities


85.3



139.7Current maturities of long-term debt


0.5



0.9230.1



310.9Long-term debt


1,515.8



1,759.8Deferred income taxes


124.0



73.5Professional and general liability
    claims and other liabilities


60.3



84.9Minority interests in equity of
    consolidated entities


6.6



15.0Stockholders 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; 57,102,882 and
    57,364,259 shares issued and outstanding at
    December 31, 2005 and September 30, 2006, respectively


0.6



0.6Capital in excess of par value


1,053.1



1,038.8Unearned ESOP compensation


(9.7
)


(7.2
)Unearned compensation on nonvested
    stock


(31.0
)


Accumulated other comprehensive loss






(10.6
)Retained earnings


274.8



382.61,287.8



1,404.2$
3,224.6


$
3,648.3     (1)
    
    Derived from audited financial statements.   4




---



##### Table of Contents



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


Nine Months EndedSeptember 30,


September 30,2005


2006


2005


2006Cash flows from operating
    activities:Net income

$
29.6


$
34.9


$
48.3


$
107.8Adjustments to reconcile net income
    to net cash provided by operating activities:Loss (income) from discontinued
    operations


0.7



(0.4
)


4.7



(2.4
)Cumulative effect of change in
    accounting principle, net of income taxes














(0.7
)Stock-based compensation


2.0



3.7



4.2



9.5ESOP expense (non-cash portion)


4.5



2.1



11.0



7.1Depreciation and amortization


28.0



30.4



67.8



78.3Amortization of deferred loan costs


1.1



1.3



2.7



4.0Debt retirement costs


2.1







12.1



Transaction costs


(1.4
)






43.2



Minority interests in earnings of
    consolidated entities


0.3



0.4



0.8



1.1Deferred income taxes (benefit)


(14.7
)


(5.2
)


9.7



(5.4
)Reserve for professional and
    general liability claims, net


(0.2
)


3.2



1.8



7.3Excess tax benefits from employee
    stock plans


0.7







8.9



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


(12.7
)


(60.6
)


(18.6
)


(64.5
)Inventories and other current assets


5.3



(9.9
)


8.7



(15.7
)Accounts payable and accrued
    expenses


5.3



38.4



2.8



34.1Income taxes payable


16.0



21.6



(12.3
)


12.6Other


1.1



2.1



1.1



2.6Net cash provided by operating
    activities  continuing operations


67.7



62.0



196.9



175.7Net cash provided by (used in)
    operating activities  discontinued operations


5.3



(12.6
)


8.5



(12.8
)Net cash provided by operating
    activities


73.0



49.4



205.4



162.9Cash flows from investing
    activities:Purchase of property and equipment


(47.6
)


(39.5
)


(108.0
)


(134.5
)Acquisitions, net of cash acquired


(3.6
)


(20.4
)


(963.3
)


(281.0
)Other


(0.2
)


(0.1
)


(0.8
)


(0.7
)Net cash used in investing
    activities  continuing operations


(51.4
)


(60.0
)


(1,072.1
)


(416.2
)Net cash (used in) provided by
    investing activities  discontinued operations


(0.8
)


1.0



31.7



28.6Net cash used in investing
    activities


(52.2
)


(59.0
)


(1,040.4
)


(387.6
)Cash flows from financing
    activities:Proceeds from borrowings


375.0







1,967.0



260.0Payments of borrowings


(402.6
)






(1,111.8
)


(20.0
)Proceeds from exercise of stock
    options


1.7







43.3



0.3Proceeds from employee stock
    purchase plans


0.3



1.3



1.4



3.0Payment of debt issue costs


(8.9
)


(0.6
)


(40.7
)


(1.0
)Other


(0.1
)


(0.2
)


(3.6
)


(0.8
)Net cash (used in) provided by
    financing activities


(34.6
)


0.5



855.6



241.5Change in cash and cash equivalents


(13.8
)


(9.1
)


20.6



16.8Cash and cash equivalents at
    beginning of period


53.0



56.3



18.6



30.4Cash and cash equivalents at end of
    period

$
39.2


$
47.2


$
39.2


$
47.2Supplemental disclosure of cash
    flow information:Interest payments

$
19.8


$
19.0


$
43.3


$
64.0Capitalized interest

$
1.1


$
0.5


$
2.3


$
0.8Income taxes paid, net

$
15.7


$
7.1


$
35.7


$
63.3    5




---



##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  CONDENSED
    CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
 For the
    Nine Months Ended September 30, 2006
 Unaudited
 (Amounts in millions)
  Unearned


AccumulatedCapital in


Unearned


Compensation


OtherCommon Stock


Excess of


ESOP


on Nonvested


Comprehensive


RetainedShares


Amount


Par Value


Compensation


Stock


Loss


Earnings


TotalBalance at December 31, 2005


57.1


$
0.6


$
1,053.1


$
(9.7
)

$
(31.0
)

$



$
274.8


$
1,287.8Comprehensive income:Net income


























107.8



107.8Net change in fair value of
    interest rate swap, net of tax expense of $5.7






















(10.6
)






(10.6
)Total comprehensive income






























97.2Reclassification of unearned
    compensation on nonvested stock balance upon adoption of
    SFAS No. 123(R)










(31.0
)






31.0











Non-cash ESOP compensation earned










4.9



2.5















7.4Exercise of stock options,
    including tax benefits and other










0.3



















0.3Stock activity in connection with
    employee stock purchase plans










3.0



















3.0Stock-based
    compensation  nonvested stock










4.2



















4.2Stock-based
    compensation  stock options










4.3



















4.3Nonvested stock issued to key
    employees


0.3



























Balance at September 30, 2006


57.4


$
0.6


$
1,038.8


$
(7.2
)

$



$
(10.6
)

$
382.6


$
1,404.2    6




---



##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    September 30, 2006
    Unaudited
  Note 1.
    Basis of
    Presentation  and/or
    Form 10-Q Regulation S-X. Form 10-K
      Note 2.
    Acquisitions  Havasu
    Joint Venture
   7




---



##### Table of Contents



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

$
13.0Prepaid expenses


1.6Other current assets


0.7Property and equipment


128.2Other long-term assets


0.1Goodwill


122.3Total assets acquired, excluding
    cash


265.9Accounts payable


0.4Accrued salaries


5.7Other current liabilities


2.2Total liabilities assumed


8.3Net assets acquired

$
257.6   sale/discontinued
 8




---



##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Business
    Combination with Province Healthcare Company
    one-for-one
  Rule 12g-3(c)
      20-day
 9




---



##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fair value of Company Common Stock
    issued

$
596.0Cash


586.3Fair value of assumed Province
    debt obligations


511.6Severance and Province stock
    option costs


73.8Direct transaction costs


30.5$
1,798.2   No. 99-12). No. 99-12,
      Cash

$
2.7Accounts receivable, net


122.1Inventories


21.0Prepaid expenses


4.6Other current assets


15.6Property and equipment


575.6Other long-term assets


15.8Goodwill


1,175.2Total assets acquired


1,932.6Accounts payable


33.0Accrued salaries


28.1Other current liabilities


41.2Long-term debt


511.6Professional and general liability
    claims and other liabilities


30.1Minority interests in equity of
    consolidated entities


2.0Total liabilities assumed


646.0Net assets acquired

$
1,286.6  10




---



##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Other
    2005 Acquisitions
        Impact
    of Final Valuations of Fixed Assets
    Note 3.
    Discontinued
    Operations  Two
    HCA Hospitals
    Three
    Former Province Hospitals
   11




---



##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Smith
    County Memorial Hospital
    Bartow
    Memorial Hospital
      Impact
    of Discontinued Operations
    Three Months Ended


Nine Months EndedSeptember 30,


September 30,2005


2006


2005


2006Revenues

$
15.8


$
47.3


$
45.4


$
60.7Income (loss) before income taxes


(0.9
)






1.5



(2.4
)    12




---



##### Table of Contents



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


Property andAssets


Equipment


Goodwill


TotalBalance at December 31, 2005

$
1.6


$
14.7


$
5.7


$
22.0Sale of Smith County


(0.3
)


(6.0
)


(5.7
)


(12.0
)Sale of MCSI and Ashland


(1.3
)


(8.7
)






(10.0
)Inclusion of two HCA facilities


7.9



82.5







90.4Balance at September 30, 2006

$
7.9


$
82.5


$



$
90.4   Note 4.
    Goodwill
    and Intangible Assets      Balance at December 31, 2005

$
1,449.9Goodwill acquired as part of
    acquisitions during 2006


130.9Consideration adjustments and
    adjustments to purchase price allocations for 2005 acquisitions


20.6Balance at September 30, 2006

$
1,601.4  13




---



##### Table of Contents



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


Accumulated


NetAmount


Amortization


TotalContract-based physician
    minimum revenue guarantees:Balance at December 31, 2005

$



$



$
Additions


19.0







19.0Amortization expense






(0.8
)


(0.8
)Balance at September 30, 2006

$
19.0


$
(0.8
)

$
18.2Certificates of need:Balance at December 31, 2005

$
1.4


$



$
1.4Additions


1.2







1.2Balance at September 30, 2006

$
2.6


$



$
2.6Non-competition
    agreements:Balance at December 31, 2005

$
5.9


$
(3.1
)

$
2.8Additions


10.8







10.8Adjustments


(0.1
)






(0.1
)Amortization expense






(1.1
)


(1.1
)Balance at September 30, 2006

$
16.6


$
(4.2
)

$
12.4Total intangible
    assets:Balance at December 31, 2005

$
7.3


$
(3.1
)

$
4.2Additions/Adjustments


30.9







30.9Amortization expense






(1.9
)


(1.9
)Balance at September 30, 2006

$
38.2


$
(5.0
)

$
33.2   Contract-based
    Physician Minimum Revenue Guarantees
  No. 45-3, FIN 45-3), FIN 45-3, FIN 45-3 FIN 45-3
  FIN 45-3 FIN 45-3
 14




---



##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  FIN 45-3,
  FIN 45-3
  Three Months


Nine MonthsEnded


EndedSeptember 30,


September 30,2006


2006Increase of income from continuing
    operations before income taxes (included in other operating
    expenses)

$
3.3


$
5.7Provision for income taxes


(1.3
)


(2.3
)Increase of income from continuing
    operations

$
2.0


$
3.4Increase of income per share from
    continuing operations:Basic

$
0.03


$
0.06Diluted

$
0.03


$
0.06   Certificates
    of Need and Non-Competition Agreements
   15




---



##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 5.
    Earnings
    (Loss) Per Share    Three Months


Nine MonthsEnded September 30,


Ended September 30,2005


2006


2005(a)


2006Numerator:Numerator for basic and diluted
    earnings per share  income from continuing operations

$
30.3


$
34.5


$
53.0


$
104.7Income (loss) from discontinued
    operations


(0.7
)


0.4



(4.7
)


2.4Cumulative effect of change in
    accounting principle














0.7$
29.6


$
34.9


$
48.3


$
107.8Denominator:Denominator for basic earnings per
    share  weighted average shares outstanding


55.3



55.7



48.4



55.6Effect of dilutive securities:Employee stock benefit plans


0.9



0.7



0.9



0.6Denominator for diluted earnings
    per share  weighted average shares


56.2



56.4



49.3



56.2Basic earnings (loss) per share:Continuing operations

$
0.55


$
0.62


$
1.09


$
1.88Discontinued operations


(0.01
)


0.01



(0.10
)


0.05Cumulative effect of change in
    accounting principle














0.01Net income

$
0.54


$
0.63


$
0.99


$
1.94Diluted earnings (loss) per share:Continuing operations

$
0.54


$
0.61


$
1.08


$
1.86Discontinued operations


(0.01
)


0.01



(0.10
)


0.05Cumulative effect of change in
    accounting principle














0.01Net income

$
0.53


$
0.62


$
0.98


$
1.92     (a)
    
    The impact of 2.9 million potential weighted average shares
    of common stock, if converted, and interest expense related to
    convertible notes was not included in the computation of diluted
    earnings per share for the nine months ended September 30,
    2005, because the effect would have been anti-dilutive.  Note 6.
    Recently
    Issued Accounting Pronouncements   16




---



##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Note 7.
    Change in
    the Companys Chief Executive Officer and
    Chairman     17




---



##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Note 8.
    Stock-Based
    Compensation     18




---



##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Impact
    of the Adoption of SFAS No. 123(R)
    Three Months


Nine MonthsEnded


EndedSeptember 30,


September 30,2006


2006Reduction of income from
    continuing operations before income taxes (included in salaries
    and benefits)

$
1.5


$
4.3Income tax benefit


(0.5
)


(1.6
)Reduction of income from
    continuing operations

$
1.0


$
2.7Reduction of income per share from
    continuing operations:Basic

$
0.02


$
0.05Diluted

$
0.02


$
0.05      19




---



##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Description
    of Stock-Based Compensation Plans
  1998
    Long-Term Incentive Plan
        Outside
    Directors Stock and Incentive Compensation Plan
   20




---



##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          ESPP
    MSPP
   21




---



##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Stock
    Options
  Change in
    Stock Option Valuation Model
    Valuation
      Nine Months EndedSeptember 30,2005

2006Expected volatility

56.0%

32.8%Risk free interest rate (range)

3.76 - 4.10%

4.38 - 5.17%Expected dividends



Average expected term (years)

4.0

5.4   Population
    Stratification
   22




---



##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Expected
    Volatility
    Risk-Free
    Interest Rate
    Expected
    Dividends
    Pre-Vesting
    Forfeitures
    Post-Vesting
    Cancellations
    Expected
    Term
   23




---



##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Stock
    Option Activity
    WeightedWeighted


Weighted








AverageAverage


Average





Aggregate


RemainingNumber


Exercise


Fair


Total


Intrinsic


ContractualStock Options

of Shares


Price


Value


Fair Value


Value(b)


Term(In millions)


(In millions)


(In years)Outstanding at December 31,
    2005(a)


3,554,804


$
30.01


$
12.26


$
43.6


$
32.3



7.17Exercisable at December 31,
    2005(a)


2,784,822


$
26.61


$
10.27


$
28.6


$
32.3



N/AGranted


904,745



33.23



11.18



10.1



N/A



N/AForfeited (pre-vest cancellation)


277,975



37.83



15.75



4.4



N/A



N/AExercised


20,048



17.32



6.24



0.1



0.3



N/AExpired (post-vest cancellation)


15,790



34.76



14.04



0.2



N/A



N/AVested


224,310



42.62



19.79



4.4



N/A



N/AOutstanding at September 30,
    2006


4,145,736


$
30.23


$
11.81


$
49.0


$
28.8



6.41Exercisable at September 30,
    2006


2,973,294


$
27.84


$
11.00


$
32.7


$
27.2



5.32     (a)
    
    Certain prior period adjustments were made to the amounts at
    December 31, 2005.(b)
    
    The aggregate intrinsic value represents the difference between
    the underlying stocks market price and the stock
    options exercise price.      Nonvested
    Stock
   24




---



##### Table of Contents



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


TotalNumber


Average


Fair


AggregateNonvested Shares

of Shares


Fair Value


Value


Intrinsic Value(In millions)


(In millions)Outstanding at December 31,
    2005(a)


865,034


$
42.76


$
37.0


$
32.4Granted


414,219



33.22



13.8



N/AVested














Forfeited (pre-vest cancellation)


253,674



40.37



10.3



N/AOutstanding at September 30,
    2006


1,025,579


$
39.50


$
40.5


$
36.2     (a)
    
    Certain prior period adjustments were made to the outstanding
    amounts at December 31, 2005.     25




---



##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Comparable
    Disclosures
    Nine MonthsThree Months Ended


EndedSeptember 30,


September 30,2005(d)


2006


2005(d)


2006Net income, as reported in prior
    period(a)

$
29.6






$
48.3Add: Stock-based compensation
    expense included in reported net income, net of income taxes


1.4







6.8Less: Stock-based compensation
    expense determined under fair value based method for all awards,
    net of income taxes(b)


(2.1
)






(15.6
)Net income, including stock-based
    compensation(c)

$
28.9


$
34.9


$
39.5


$
107.8Net income per share:Basic  as reported in
    prior period(a)

$
0.54






$
0.99Basic  including
    stock-based compensation(c)

$
0.52


$
0.63


$
0.82


$
1.94Diluted  as reported in
    prior period(a)

$
0.53






$
0.98Diluted  including
    stock-based compensation(c)

$
0.51


$
0.62


$
0.80


$
1.92     (a)
    
    Net income and net income per share as reported for periods
    prior to January 1, 2006 did not include stock-based
    compensation expense for stock options and the Companys
    ESPP because it did not adopt the recognition provisions of
    SFAS No. 123.(b)
    
    Stock-based compensation expense for periods prior to
    January 1, 2006 is calculated based on the pro forma
    application of SFAS No. 123.(c)
    
    Net income and net income per share including stock-based
    compensation for periods prior to January 1, 2006 are based
    on the pro forma application of SFAS No. 123.(d)
    
    All outstanding stock options as of April 15, 2005, except
    for 28,500 stock options granted in December 2004, and all
    outstanding nonvested stock awards became fully vested on
    April 15, 2005, as a result of the Province Business
    Combination and the change of control provisions in the
    Companys stock-based compensation plans. The estimated pro
    forma after-tax charge the Company would have incurred during
    the nine months ended September 30, 2005 as a result of the
    accelerated vesting of stock options was $4.9 million. In
    addition, as a result of the accelerated vesting of nonvested
    stock awards, the Company recognized an after-tax charge of
    $2.5 million for the nine months ended September 30,
    2005. 26




---



##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 9.
    Long-Term
    Debt    December 31,


September 30,2005


2006Senior Borrowings:Credit Agreement:Term B Loans

$
1,281.9


$
1,321.9Revolving Credit Loans






200.01,281.9



1,521.9Subordinated Borrowings:Province
    71/2% Senior
    Subordinated Notes


6.1



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


0.1



0.131/4% Convertible
    Senior Subordinated Debentures, due 2025


225.0



225.0231.2



231.2Capital leases/other


3.2



7.6Total long-term debt


1,516.3



1,760.7Less: current portion


0.5



0.9$
1,515.8


$
1,759.8   Amendments
    to Senior Secured Credit Facilities
    Revolving
    Credit Loans
    Note 10.
    Interest
    Rate Swap   27




---



##### Table of Contents



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

Notional AmountNovember 15, 2006 to
    November 15, 2007

$
900.0 millionNovember 15, 2007 to
    November 15, 2008

$
750.0 millionNovember 15, 2008 to
    November 15, 2009

$
600.0 millionNovember 15, 2009 to
    November 15, 2010

$
450.0 millionNovember 15, 2010 to
    May 15, 2011

$
300.0 million       Note 11.
    Contingencies  Americans
    with Disabilities Act Claim
  facility-by-facility
   28




---



##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Corporate
    Integrity Agreement
    Legal
    Proceedings and General Liability Claims
    Shareholder
    Lawsuit
      Physician
    Commitments
   29




---



##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  FIN 45-3
  Capital
    Expenditure Commitments
        40-year
    Tax
    Matters
     30




---



##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Acquisitions
   31




---



##### Table of Contents



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


EndedEnded September 30,


September 30,2005


2006


2005


2006Revenues

$
548.9


$
640.3


$
1,285.3


$
1,799.1Income from continuing operations

$
30.3


$
34.5


$
53.0


$
104.7Diluted earnings per share from
    continuing operations

$
0.54


$
0.61


$
1.08


$
1.86   Change
    in the Companys Chief Executive Officer and
    Chairman
        Hospital
    Acquisitions
   32




---



##### Table of Contents



Business Form 10-K Form 10-K
  Havasu
    Joint Venture
    Business
    Combination with Province Healthcare Company
    Impact
    of Final Valuations of Fixed Assets
    Discontinued
    Operations
   33




---



##### Table of Contents



Three Months


Nine MonthsEnded September 30,


Ended September 30,2005


2006


2005


2006Revenues

$
15.8


$
47.3


$
45.4


$
60.7Income (loss) from discontinued
    operations

$
(0.5
)

$
(0.2
)

$
0.9


$
(1.7
)Impairment of assets


(0.2
)






(4.9
)


Gain (loss) on sale of hospitals






0.6



(0.7
)


4.1Income (loss) from discontinued
    operations

$
(0.7
)

$
0.4


$
(4.7
)

$
2.4Diluted earnings (loss) per share
    from discontinued operations

$
(0.01
)

$
0.01


$
(0.10
)

$
0.05   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 Accounts2005


2006First Quarter

$
25.2


$
68.5Second Quarter


45.2



59.9Third Quarter


63.1



74.0Fourth Quarter


63.8



N/A$
197.3


$
202.4    34




---



##### Table of Contents



Charity andIndigent CareWrite-Offs2005


2006First Quarter

$
1.8


$
6.1Second Quarter


6.2



12.1Third Quarter


8.3



11.6Fourth Quarter


9.5



N/A$
25.8


$
29.8     Self-Pay Revenues2005


2006First Quarter

$
26.9


$
74.6Second Quarter


48.4



73.5Third Quarter


72.3



88.3Fourth Quarter


67.6



N/A$
215.2


$
236.4     Revenue DaysOutstandingin AccountsReceivable2005


2006March 31


37.2



39.6June 30


41.0



40.7September 30


42.0



45.1December 31


40.5



N/A   build-up
    December 31,


March 31,


June 30,


September 30,2005


2006


2006


2006Insured receivables


40.6
%


40.1
%


36.1
%


40.7
%Uninsured receivables (including
    copayments and deductibles)


59.4



59.9



63.9



59.3100.0
%


100.0
%


100.0
%


100.0
%  35




---



##### Table of Contents



December 31,


March 31,


June 30,


September 30,2005


2006


2006


20060 to 60 days


51.4
%


51.5
%


48.0
%


53.2
%61 to 150 days


20.9



20.7



21.5



19.4Over 150 days


27.7



27.8



30.5



27.4100.0
%


100.0
%


100.0
%


100.0
%     
    Physician Recruitment and
    Retention.  Recruiting and retaining both primary
    care physicians and specialists for our non-urban communities is
    a key to increasing revenues, patient volumes and the value the
    community places on our hospitals. The medical staffs at our
    hospitals are typically small and our revenues are negatively
    affected by the loss of physicians. Our management believes that
    continuing to add specialists should help our hospitals increase
    volumes by offering new services. For the nine months ended
    September 30, 2006, we recruited 174 new admitting
    physicians, including physicians who have not yet started, and
    spent $19.0 million in cash on physician recruitment.    AdmittingPhysiciansDecember 31, 2005


1,832Recruited and started


120Departed


(55
)Additions from two HCA hospitals
    (acquired effective July 1, 2006)


132September 30, 2006


2,029   
    Substantial Indebtedness.  Our consolidated
    debt was $1,760.7 million as of September 30, 2006,
    and we incurred $76.2 million of net interest expense
    during the nine months ended September 30, 2006. On
    June 1, 2006, we entered into an interest rate swap
    agreement effective as of November 15, 2006 with a maturity
    date of May 15, 2011. The interest rate swap converts a
    portion of our indebtedness to a fixed rate with a decreasing
    notional amount starting at $900.0 million at 5.585%. 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, 2006 and believe we will be
    in compliance with them for the fourth quarter of 2006.
    Medicare Changes.  We are experiencing changes
    with respect to governmental reimbursement that are affecting
    our growth. Effective October 1, 2005, CMS expanded the
    post-acute transfer policy from 30 diagnosis related groups
    (DRGs) to 182 DRGs. We estimate the expansion in the
    post-acute transfer policy results in a quarterly reduction of
    approximately $1.5 million to $2.0 million in our
    Medicare inpatient Prospective Payment System payments. On
    February 8, 2006, President Bush signed the Deficit
    Reduction Act of 2005 (DRA) into law. This law
    includes measures related to quality reporting and
    pay-for-performance,
    the inpatient rehabilitation facility 75% rule and Medicaid
    cuts. Part I, Item 1. Business, Sources
    of Revenuein our 2005 Annual Report on
    Form 10-K
    contains a detailed discussion of provisions that affect our
    Medicare reimbursement.
    Integration of Recently Acquired
    Hospitals.  During 2005 and 2006, we acquired
    numerous hospitals in separate transactions. The process of
    integrating the operations of these hospitals could cause an 36




---



##### Table of Contents



interruption of, or loss of momentum in, the activities of our
    business. However, we are dedicated to devoting significant
    management attention and resources to integrating the business
    practices and operations of our recently acquired hospitals.  
    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 nursing and other clinical personnel.
    When we are unable to staff our nursing and 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 nursing
    and other clinical personnel. However, we expect that staffing
    issues related to nurses and other clinical personnel will
    continue in the future.
    Challenges in Professional and General Liability
    Costs.  In recent years, we have incurred
    favorable loss experience, as reflected in our external
    actuarial reports. We have implemented enhanced risk management
    processes for monitoring professional and general liability
    claims and managing in high-risk areas. Professional and general
    liability costs remain a challenge to us, and we expect this
    pressure to continue in the future.
    Increases in Supply Costs.  During the past few
    years, we have experienced an increase in supply costs as a
    percentage of revenues, 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.
    Start-up
    Costs at Our Two De Novo Hospitals.  Each of our
    two newly-constructed hospitals, Valley View Medical Center
    in Fort Mohave, Arizona and Coastal Carolina Medical Center
    in Hardeeville, South Carolina, has incurred significant
    start-up
    costs and will attempt to build market share over time. In
    addition, we did not receive Medicare certification at Valley
    View Medical Center until April 28, 2006. We could not bill
    Medicare and Medicaid for most services provided at this
    facility for periods prior to the Medicare certification.
    Increases in Information Technology Costs and Costs of
    Integration.  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 Systems, Inc.
    (HCA-IT) for information systems integration
    pursuant to our contractual arrangement for information
    technology services. Recently, the number of hospitals we
    operated increased significantly. This resulted in significant
    increases in information technology costs and we expect that
    such costs will continue to increase significantly as we
    integrate our recent acquisitions onto the HCA-IT systems.  Outlook
      Revenue
    Sources
   37




---



##### 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 and allowance for contractual discounts;
    Goodwill and accounting for business combinations;
    Professional and general liability claims; and
    Accounting for income taxes.  New
    Critical Accounting Estimate
  Accounting
    for Stock-based Compensation
   38




---



##### Table of Contents



Impact of
    the Adoption of SFAS No. 123(R)
    Three Months


Nine MonthsEnded


EndedSeptember 30,


September 30,2006


2006Reduction of income from
    continuing operations before income taxes (included in salaries
    and benefits)

$
1.5


$
4.3Income tax benefit


(0.5
)


(1.6
)Reduction of income from
    continuing operations

$
1.0


$
2.7Reduction of income per share from
    continuing operations:Basic

$
0.02


$
0.05Diluted

$
0.02


$
0.05    39




---



##### Table of Contents



Change in
    Stock Option Valuation Model
     40




---



##### Table of Contents



Valuation
      Nine Months EndedSeptember 30,2005

2006Expected volatility

56.0%

32.8%Risk free interest rate (range)

3.76% - 4.10%

4.38% - 5.17%Expected dividends



Average expected term (years)

4.0

5.4   Population
    Stratification
    Expected
    Volatility
    Risk-Free
    Interest Rate
    Expected
    Dividends
   41




---



##### Table of Contents



Pre-Vesting
    Forfeitures
    Post-Vesting
    Cancellations
    Expected
    Term
    Nonvested
    Stock
       42




---



##### Table of Contents



Comparable
    Disclosures
    Three Months


Nine MonthsEnded


EndedSeptember 30,


September 30,2005(d)


2006


2005(d)


2006Net income, as reported in prior
    period(a)

$
29.6






$
48.3Add: Stock-based compensation
    expense included in reported net income, net of income taxes


1.4







6.8Less: Stock-based compensation
    expense determined under fair value based method for all awards,
    net of income taxes(b)


(2.1
)






(15.6
)Net income, including stock-based
    compensation(c)

$
28.9


$
34.9


$
39.5


$
107.8Net income per share:Basic  as reported in
    prior period(a)

$
0.54






$
0.99Basic  including
    stock-based compensation(c)

$
0.52


$
0.63


$
0.82


$
1.94Diluted  as reported in
    prior period(a)

$
0.53






$
0.98Diluted  including
    stock-based compensation(c)

$
0.51


$
0.62


$
0.80


$
1.92     (a)
    
    Net income and net income per share as reported for periods
    prior to January 1, 2006 did not include stock-based
    compensation expense for stock options and our ESPP because we
    did not adopt the recognition provisions of
    SFAS No. 123.(b)
    
    Stock-based compensation expense for periods prior to
    January 1, 2006 is calculated based on the pro forma
    application of SFAS No. 123.(c)
    
    Net income and net income per share including stock-based
    compensation for periods prior to January 1, 2006 are based
    on the pro forma application of SFAS No. 123.(d)
    
    All outstanding stock options as of April 15, 2005, except
    for 28,500 stock options granted in December 2004, and all
    outstanding nonvested stock awards became fully vested on
    April 15, 2005, as a result of the Province business
    combination and the change of control provisions in our
    stock-based compensation plans. The estimated pro forma
    after-tax charge we would have incurred during the nine months
    ended September 30, 2005 as a result of the accelerated
    vesting of stock options was $4.9 million. In addition, as
    a result of the accelerated vesting of nonvested stock awards,
    we recognized an after-tax charge of $2.5 million for the
    nine months ended September 30, 2005. 43




---



##### Table of Contents



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.
 44




---



##### Table of Contents



Operating
    Results Summary
    Three Months Ended September 30,


Nine Months Ended September 30,2005


2006


2005


2006% of





% of





% of





% ofAmount


Revenues


Amount


Revenues


Amount


Revenues


Amount


RevenuesRevenues

$
548.9



100.0
%

$
640.3



100.0
%

$
1,285.3



100.0
%

$
1,799.1



100.0
%Salaries and benefits


221.0



40.2



252.3



39.4



515.0



40.1



712.2



39.6Supplies


76.4



13.9



88.9



13.9



172.4



13.4



249.5



13.9Other operating expenses


90.5



16.5



111.5



17.4



214.1



16.7



309.0



17.1Provision for doubtful accounts


63.5



11.6



70.1



10.9



127.5



9.9



197.5



11.0Depreciation and amortization


28.0



5.2



30.4



4.8



67.8



5.2



78.3



4.4Interest expense, net


20.4



3.7



28.5



4.4



38.2



3.0



76.2



4.2Debt retirement costs


2.1



0.4











12.1



0.9







Transaction costs


(1.4
)


(0.3
)










43.2



3.4







500.5



91.2



581.7



90.8



1,190.3



92.6



1,622.7



90.2Income from continuing operations
    before minority interests and income taxes


48.4



8.8



58.6



9.2



95.0



7.4



176.4



9.8Minority interests in earnings of
    consolidated entities


0.3







0.4



0.1



0.8



0.1



1.1



0.1Income from continuing operations
    before income taxes


48.1



8.8



58.2



9.1



94.2



7.3



175.3



9.7Provision for income taxes


17.8



3.3



23.7



3.7



41.2



3.2



70.6



3.9Income from continuing operations

$
30.3



5.5
%

$
34.5



5.4
%

$
53.0



4.1
%

$
104.7



5.8
%  45




---



##### Table of Contents



For
    the Quarters Ended September 30, 2005 and
    2006
  Revenues
      Three Months Ended





%September 30,


Increase


Increase2005


2006


(Decrease)


(Decrease)Revenues:Same-hospital

$
548.9


$
595.5


$
46.6



8.5
%Two HCA facilities






44.1



44.1



N/AOther






0.7



0.7



N/A$
548.9


$
640.3


$
91.4



16.6Admissions:Same-hospital


44,450



44,392



(58
)


(0.1
)Continuing operations


44,450



48,952



4,502



10.1Equivalent admissions:Same-hospital


87,741



88,708



967



1.1Continuing operations


87,741



96,664



8,923



10.2Revenues per equivalent admission:Same-hospital

$
6,256


$
6,714


$
458



7.3Continuing operations

$
6,256


$
6,623


$
367



5.9Medicare case mix index:Same-hospital


1.23



1.22



(0.01
)


(0.8
)Continuing operations


1.23



1.21



(0.02
)


(1.6
)Average length of stay (days):Same-hospital


4.2



4.2







Continuing operations


4.2



4.2







Inpatient surgeries:Same-hospital


13,108



13,593



485



3.7Continuing operations


13,108



14,918



1,810



13.8Outpatient surgeries:Same-hospital


34,323



34,062



(261
)


(0.8
)Continuing operations


34,323



36,654



2,331



6.8Emergency room visits:Same-hospital


209,738



209,075



(663
)


(0.3
)Continuing operations


209,738



225,378



15,640



7.5Outpatient factor:Same-hospital


1.97



2.00



0.03



1.5Continuing operations


1.97



1.97







  46




---



##### Table of Contents



Inpatient
    Revenues
    Outpatient
    Revenues
    Other
      ContinuingOperations


Same-Hospital2005


2006


2005


2006Medicare


35.9
%


32.9
%


35.9
%


33.4
%Medicaid


8.5



9.7



8.5



9.7HMOs, PPOs and other private
    insurers


39.2



40.1



39.2



38.8Self-Pay


13.5



13.7



13.5



14.3Other


2.9



3.6



2.9



3.8100.0
%


100.0
%


100.0
%


100.0
%  47




---



##### Table of Contents



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





% of


Increase


% Increase2005


Revenues


2006


Revenues


(Decrease)


(Decrease)Salaries and benefits:Salaries and wages

$
169.7



30.9
%

$
194.4



30.4
%

$
24.7



14.4
%Stock-based compensation


2.1



0.4



3.8



0.6



1.7



72.5Employee benefits


37.1



6.7



38.8



6.1



1.7



4.9Contract labor


7.6



1.4



13.0



2.0



5.4



70.7ESOP expense


4.5



0.8



2.3



0.3



(2.2
)


(49.8
)$
221.0



40.2
%

$
252.3



39.4
%

$
31.3



14.1Continuing operations:Man-hours
    per equivalent admission


92.6



N/A



90.9



N/A



(1.7
)


(1.9
)Salaries and benefits per
    equivalent admission

$
2,388



N/A


$
2,483



N/A


$
95



4.0Corporate office salaries and
    benefits

$
6.5



1.2
%

$
10.7



1.7
%

$
4.2



64.6Same-hospital:Salaries and wages

$
164.7



30.0
%

$
171.7



28.8
%

$
7.0



4.2Stock-based compensation


0.6



0.1



0.9



0.2



0.3



50.0Employee benefits


37.4



6.8



35.8



6.0



(1.6
)


(4.3
)Contract labor


7.5



1.4



12.7



2.2



5.2



69.3ESOP expense


4.2



0.8



1.9



0.3



(2.3
)


(54.8
)$
214.4



39.1
%

$
223.0



37.5
%

$
8.6



4.1Same-hospital:Man-hours
    per equivalent admission


92.6



N/A



90.7



N/A



(1.9
)


(2.1
)Salaries and benefits per
    equivalent admission

$
2,388



N/A


$
2,502



N/A


$
114



4.8      48




---



##### Table of Contents



Managements Discussion and Analysis of Financial
    Condition and Results of Operations
  Supplies
    Three MonthsEnded September 30,


Increase


% Increase2005


2006


(Decrease)


(Decrease)Continuing operations:Supplies

$
76.4


$
88.9


$
12.5



16.3
%Supplies as a percentage of
    revenues


13.9
%


13.9
%


Supplies per equivalent admission

$
816


$
888


$
72



8.8
%Same-hospital:Supplies

$
76.3


$
81.4


$
5.1



6.7
%Supplies as a percentage of
    revenues


13.9
%


13.7
%


(20)bpsSupplies per equivalent admission

$
866


$
916


$
50



5.8
%    49




---



##### Table of Contents



Other
    Operating Expenses
    Three Months Ended September 30,% of





% of


Increase


% Increase2005


Revenues


2006


Revenues


(Decrease)


(Decrease)Other operating expenses:Professional fees

$
8.8



1.6
%

$
11.6



1.8
%

$
2.8



32.6
%Utilities


10.8



2.0



12.4



1.9



1.6



14.1Repairs and maintenance


10.8



2.0



13.4



2.1



2.6



24.5Rents and leases


5.7



1.0



6.6



1.0



0.9



14.8Insurance


4.3



0.8



7.8



1.2



3.5



81.5HCA-IT expense


7.7



1.4



7.9



1.2



0.2



4.4Physician recruiting


6.9



1.3



4.3



0.7



(2.6
)


(37.7
)Contract services


18.7



3.4



25.0



3.9



6.3



33.9Non-income taxes


7.5



1.4



10.4



1.7



2.9



36.5Other


9.3



1.6



12.1



1.9



2.8



33.8$
90.5



16.5
%

$
111.5



17.4
%

$
21.0



23.6Corporate office other operating
    expenses

$
5.5



1.0
%

$
6.9



1.1
%

$
1.4



24.6Same-hospital other operating
    expenses:Professional fees

$
8.7



1.6
%

$
10.9



1.7
%

$
2.2



25.3
%Utilities


10.6



1.9



11.6



1.9



1.0



9.4Repairs and maintenance


10.6



1.9



12.3



2.1



1.7



16.0Rents and leases


5.0



0.9



5.5



0.9



0.5



10.0Insurance


3.5



0.6



5.3



0.9



1.8



51.4HCA-IT expense


7.4



1.4



7.2



1.2



(0.2
)


(2.7
)Physician recruiting


6.9



1.2



4.2



0.7



(2.7
)


(39.1
)Contract services


17.2



3.1



20.6



3.5



3.4



19.8Non-income taxes


7.4



1.4



8.9



1.5



1.5



20.3Other


7.5



1.4



8.2



1.4



0.7



9.3$
84.8



15.4
%

$
94.7



15.8
%

$
9.9



11.5     FIN 45-3
 50




---



##### Table of Contents



Provision
    for Doubtful Accounts
    Three MonthsEnded September 30,


Increase


% Increase2005


2006


(Decrease)


(Decrease)Continuing operations:Provision for doubtful accounts

$
63.5


$
70.1


$
6.6



10.1
%Percentage of revenue


11.6
%


10.9
%


(70)bpsCharity care write-offs

$
7.6


$
9.8


$
2.1



29.2
%Same-hospital:Provision for doubtful accounts

$
63.5


$
66.4


$
2.9



4.6
%Percentage of revenues


11.6
%


11.2
%


(40)bpsCharity care write-offs

$
7.6


$
7.4


$
(0.2
)


(2.6
)%   Managements Discussion and Analysis of
    Financial Condition and Results of Operations form 10-K.
  Depreciation
    and Amortization
      Three MonthsEnded September 30,


Increase


% Increase2005


2006


(Decrease)


(Decrease)Same-hospital

$
27.8


$
27.4


$
(0.4
)


(1.4
)%Two HCA facilities






1.5



1.5



N/ACorporate office


0.2



1.5



1.3



650.0$
28.0


$
30.4


$
2.4



8.9  51




---



##### Table of Contents



Interest
    Expense
    Three MonthsEndedSeptember 30,


Increase2005


2006


(Decrease)Interest expense:Senior credit facility, including
    commitment fees

$
18.0


$
27.8


$
9.8Senior subordinated credit
    agreement


1.5







(1.5
)Province
    71/2% senior
    subordinated notes


0.1



0.1



31/4% convertible
    notes


1.0



1.8



0.8Other


0.3



0.4



0.120.9



30.1



9.2Amortization of deferred loan costs


1.3



1.3



Less:Discontinued operations interest
    expense allocation


(0.3
)


(2.0
)


(1.7
)Interest income


(0.4
)


(0.5
)


(0.1
)Capitalized interest


(1.1
)


(0.4
)


0.7$
20.4


$
28.5


$
8.1     Provision
    for Income Taxes
    Three MonthsEnded September 30,


Increase2005


2006


(Decrease)Provision for income taxes

$
17.8


$
23.7


$
5.9Effective income tax rate


37.1
%


40.7
%


360bps   1 2
 52




---



##### Table of Contents



For
    the Nine Months Ended September 30, 2005 and
    2006
  Revenues
      Nine Months EndedSeptember 30,


Increase


% Increase2005


2006


(Decrease)


(Decrease)Revenues

$
1,285.3


$
1,799.1


$
513.8



40.0
%Admissions


108,796



140,978



32,182



29.6
%Equivalent admissions


213,023



275,471



62,448



29.3
%Revenues per equivalent admission

$
6,034


$
6,531


$
497



8.2
%Medicare case mix index


1.21



1.22



0.01



0.8
%Average length of stay (days)


4.1



4.3



0.2



4.9
%Inpatient surgeries


31,214



41,930



10,716



34.3
%Outpatient surgeries


84,008



105,490



21,482



25.6
%Emergency room visits


497,978



637,410



139,432



28.0
%Outpatient factor


1.96



1.95



(0.01
)


(0.6
)%   Inpatient
    Revenues
    Outpatient
    Revenues
    Other
   53




---



##### Table of Contents



ContinuingOperations2005


2006Medicare


36.8
%


34.8
%Medicaid


9.5



9.8HMOs, PPOs and other private
    insurers


37.5



38.5Self-Pay


12.1



13.0Other


4.1



3.9100.0
%


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





% of


Increase


% Increase2005


Revenues


2006


Revenues


(Decrease)


(Decrease)Salaries and benefits:Salaries and wages

$
394.2



30.7
%

$
546.1



30.4
%

$
151.9



38.5
%Stock-based compensation


4.2



0.3



9.5



0.5



5.3



121.3Employee benefits


89.3



6.9



110.5



6.1



21.2



23.9Contract labor


16.3



1.3



35.1



2.0



18.8



115.9ESOP expense


11.0



0.9



11.0



0.6







0.4$
515.0



40.1
%

$
712.2



39.6
%

$
197.2



38.3Man-hours
    per equivalent admission


90.2



N/A



87.6



N/A



(2.6
)


(2.9
)Salaries and benefits per
    equivalent admission

$
2,248



N/A


$
2,451



N/A


$
203



9.0Corporate office salaries and
    benefits

$
21.9



1.7
%

$
33.9



1.9
%

$
12.0



54.3      54




---



##### Table of Contents



Managements Discussion and
    Analysis of Financial Condition and Results of Operations
  Supplies
    Nine Months EndedSeptember 30,


Increase


% Increase2005


2006


(Decrease)


(Decrease)Supplies

$
172.4


$
249.5


$
77.1



44.6
%Supplies as a percentage of
    revenues


13.4
%


13.9
%


50bpsSupplies per equivalent admission

$
784


$
863


$
79



10.1
%    55




---



##### Table of Contents



Other
    Operating Expenses
    Nine Months Ended September 30,% of





% of


Increase


% Increase2005


Revenues


2006


Revenues


(Decrease)


(Decrease)Other operating expenses:Professional fees

$
19.3



1.5
%

$
31.7



1.8
%

$
12.4



64.7
%Utilities


23.2



1.8



35.4



2.0



12.2



52.1Repairs and maintenance


24.5



1.9



36.7



2.0



12.2



49.7Rents and leases


12.7



1.0



17.8



1.0



5.1



38.5Insurance


13.2



1.0



22.1



1.2



8.9



66.9HCA-IT expense


17.5



1.4



22.0



1.2



4.5



25.8Physician recruiting


15.2



1.2



13.2



0.7



(2.0
)


(12.4
)Contract services


43.8



3.4



67.1



3.7



23.3



53.4Non-income taxes


19.5



1.5



26.2



1.5



6.7



33.9Other


25.2



2.0



36.8



2.0



11.6



46.9$
214.1



16.7
%

$
309.0



17.1
%

$
94.9



44.4Corporate office other operating
    expenses

$
14.5



1.1
%

$
20.7



1.2
%

$
6.2



42.6     FIN 45-3
 56




---



##### Table of Contents



Provision
    for Doubtful Accounts
    Nine Months EndedSeptember 30,


Increase


% Increase2005


2006


(Decrease)


(Decrease)Provision for doubtful accounts

$
127.5


$
197.5


$
70.0



54.9
%Percentage of revenues


9.9
%


11.0
%


110bpsCharity care write-offs

$
15.0


$
28.0


$
12.9



6.3
%   . Managements Discussion and
    Analysis of Financial Condition and Results of Operations, Form 10-K.
  Depreciation
    and Amortization
      Nine Months EndedSeptember 30,


Increase


% Increase2005


2006


(Decrease)


(Decrease)Hospital operations

$
67.2


$
88.3


$
21.1



31.4
%Purchase price allocation
    adjustment






(13.5
)


(13.5
)


N/ACorporate office


0.6



3.5



2.9



525.6$
67.8


$
78.3


$
10.5



15.9  57




---



##### Table of Contents



Interest
    Expense
    Nine MonthsEnded September 30,


Increase2005


2006


(Decrease)Interest expense:Senior credit facility, including
    commitment fees

$
30.9


$
69.6


$
38.7Senior subordinated credit
    agreement


2.1







(2.1
)41/2% convertible
    notes


4.5







(4.5
)Province
    41/4% convertible
    notes


0.3







(0.3
)Province
    71/2% senior
    subordinated notes


0.2



0.3



0.131/4% convertible
    notes


1.0



5.5



4.5Other


0.5



1.2



0.739.5



76.6



37.1Amortization of deferred loan costs


2.8



3.9



1.1Less:Discontinued operations interest
    expense allocation


(0.4
)


(2.1
)


(1.7
)Interest income


(1.4
)


(1.5
)


(0.1
)Capitalized interest


(2.3
)


(0.7
)


1.6$
38.2


$
76.2


$
38.0     Provision
    for Income Taxes
    Nine MonthsEnded September 30,


Increase2005


2006


(Decrease)Provision for income taxes

$
41.2


$
70.6


$
29.4Effective income tax rate


43.8
%


40.3
%


(350
)bps    58




---



##### Table of Contents



Liquidity
    and Capital Resources
  Liquidity
      Three Months Ended


Nine Months EndedSeptember 30,


September 30,2005


2006


2005


2006Net cash flows provided by
    continuing operating activities

$
67.7


$
62.0


$
196.9


$
175.7Less: Purchase of property and
    equipment


(47.6
)


(39.5
)


(108.0
)


(134.5
)Free operating cash flow


20.1



22.5



88.9



41.2Acquisitions


(3.6
)


(20.4
)


(963.3
)


(281.0
)Proceeds from sale of hospitals






1.0



32.5



28.6Proceeds from borrowings


375.0







1,967.0



260.0Payments on borrowings


(402.6
)






(1,111.8
)


(20.0
)Payment of debt issue costs


(8.9
)


(0.6
)


(40.7
)


(1.0
)Proceeds from exercise of stock
    options


1.7







43.3



0.3Other






1.0



(3.0
)


1.5Cash flows from operations
    provided by (used in) discontinued operations


5.3



(12.6
)


8.5



(12.8
)Cash flows from investing
    activities used in discontinued operations


(0.8
)






(0.8
)


Net (decrease) increase in cash
    and cash equivalents

$
(13.8
)

$
(9.1
)

$
20.6


$
16.8   build-up
   59




---



##### Table of Contents



Working
    Capital
    December 31,


September 30,2005


2006Total current assets

$
433.3


$
634.1Total current liabilities


230.1



310.9Net working capital

$
203.2


$
323.2Current ratio


1.88



2.04   Capital
    Expenditures
      Three Months Ended


Nine Months EndedSeptember 30,


September 30,2005


2006


2005


2006Capital projects

$
25.4


$
22.7


$
63.7


$
79.0Routine


15.3



12.0



29.6



39.2Purchase of buildings










3.2



Information systems


6.9



4.8



11.5



16.3$
47.6


$
39.5


$
108.0


$
134.5Depreciation expense (excluding
    purchase price allocation adjustment)

$
27.7


$
30.1


$
67.0


$
90.8Ratio of capital expenditures to
    depreciation expense


171.8
%


131.2
%


161.2
%


148.1
%    60




---



##### Table of Contents



Debt
    December 31,


Proceeds from


Payments of





September 30,2005


Debt Borrowings


Borrowings


Other


2006Senior Credit Facility:Term B Loans

$
1,281.9


$
50.0


$
(10.0
)

$



$
1,321.9Revolving loan






210.0



(10.0
)






200.0Province
    71/2% Senior
    Subordinated Notes


6.1















6.1Province
    41/4% Convertible
    Subordinated Notes


0.1















0.131/4% Convertible
    Senior Subordinated Debentures


225.0















225.0Other, including capital leases


3.2







(0.5
)


4.9



7.6$
1,516.3


$
260.0


$
(20.5
)

$
4.9


$
1,760.7     December 31,


September 30,


Increase2005


2006


(Decrease)Current portion of long-term debt

$
0.5


$
0.9


$
0.4Long-term debt


1,515.8



1,759.8



244.0Total debt


1,516.3



1,760.7



244.4Total stockholders equity


1,287.8



1,404.2



116.4Total capitalization

$
2,804.1


$
3,164.9



360.8Total debt to total capitalization


54.1
%


55.6
%


150bpsPercentage of:Fixed rate debt


15.5
%


13.6
%Variable rate debt


84.5



86.4100.0
%


100.0
%Percentage of:Senior debt


84.8
%


86.9
%Subordinated debt


15.2



13.1100.0
%


100.0
%     Capital
    Resources
  Senior
    Secured Credit Facilities
   61




---



##### Table of Contents



and/or
       62




---



##### Table of Contents



Level atSeptember 30,Requirement


2006Minimum Interest Coverage Ratio


33.50:1.00



4.61Maximum Total Leverage Coverage
    Ratio


£4.75:1.00



3.79           Interest
    Rate Swap
    Notional
    Schedule
  Date Range

Notional AmountNovember 15, 2006 to
    November 15, 2007

$
900.0 millionNovember 15, 2007 to
    November 15, 2008

$
750.0 millionNovember 15, 2008 to
    November 15, 2009

$
600.0 millionNovember 15, 2009 to
    November 15, 2010

$
450.0 millionNovember 15, 2010 to
    May 15, 2011

$
300.0 million    63




---



##### Table of Contents



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








S&P


Fitch RatingsUnsecured


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



StableOctober 2006


B2



Ba3



Stable



BB



Negative



BB



Stable   Province
    71/2% Senior
    Subordinated Notes
  1 2 1 2 1 2
  1 2 1 2 1 2
  1 2 1 2 1 2
 64




---



##### Table of Contents



1 2
  Province
    41/4% Convertible
    Subordinated Notes
  1 4 1 4
  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 1 4
 65




---



##### Table of Contents



Liquidity
    and Capital Resources Outlook
          Contractual
    Obligations
  Form 10-K
  Off-Balance
    Sheet Arrangements
    Recently
    Issued Accounting Pronouncements
   66




---



##### Table of Contents



Contingencies
    
    Claims made under the Americans with Disabilities Act;
    Our Corporate Integrity Agreement;
    Legal proceedings and general liability claims;
    Shareholder lawsuit;
    Physician commitments;
    Capital expenditure commitments;
    Tax matters; and
    Acquisitions.  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
    descriptions of assumptions underlying or relating to any of the
    foregoing.    
    investment in and integration of our recent acquisitions;
    liabilities and other effects associated with our recent
    acquisitions;
    future financial performance and condition;
    future liquidity and capital resources;
    future cash flows;
    existing and future debt and equity structure;
    competition with other hospitals;
    our compliance with federal, state and local regulations;
    our stock compensation arrangements;
    executive compensation;
    our hedging arrangements;
    supply and information technology costs;
    changes in interest rates;
    our payment of dividends;
    future acquisitions and dispositions; 67




---



##### Table of Contents




    de novo facilities;
    tax-related liabilities;
    reimbursement changes;
    patient volumes and related revenues;
    recruiting and retention of clinical personnel;
    future capital expenditures;
    expected changes in certain expenses;
    the completion of projects under construction;
    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; and
    physician recruiting and retention.  Risk Factors Form 10-K Form 10-K and/or Form 10-K
    
    the possibility that problems may arise in successfully
    integrating the businesses of LifePoint Hospitals and Province
    and achieving cost-cutting synergies or the ability to acquire
    hospitals on favorable terms and complete planned capital
    improvements successfully;
    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;
    the ability to manage healthcare risks, including malpractice
    litigation, and the lack of state and federal tort reform;
    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; 68




---



##### Table of Contents




    the ability to attract and retain qualified management and
    personnel;
    the geographic concentration of our hospital operations;
    changes in our operating or expansion strategy;
    the ability to operate and integrate newly acquired facilities
    successfully;
    the availability and terms of capital to fund our business
    strategies;
    changes in our liquidity or the amount or terms of our
    indebtedness and in our credit ratings;
    the potential adverse impact of government investigations and
    litigation involving the business practices of healthcare
    providers, including whistleblowers investigations;
    changes in or intepretations of 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;
    our reliance on information technology systems maintained by
    HCA-IT;
    the costs of complying with the Americans with Disabilities Act;
    possible adverse rulings, judgments, settlements and other
    outcomes of pending litigation; and
    those risks and uncertainties described from time to time in our
    filings with the SEC.  Item 3.
    Quantitative
    and Qualitative Disclosures about Market Risk.  Interest
    Rates
    1 4
    Item 4.
    Controls
    and Procedures.  Rule 13a-15(e) Rule 13a-15
 69




---



##### Table of Contents



PART II 
    OTHER INFORMATION  Item 1.
    Legal
    Proceedings.      Item 1A.
    Risk
    Factors.  Form 10-K.
  Item 6.
    Exhibits.  ExhibitNumber

Description3
.1

Amended and Restated Certificate
    of Incorporation of LifePoint Hospitals, Inc.(a)3
.2

Second Amended and Restated
    By-Laws of LifePoint Hospitals, Inc.(b)4
.1

Indenture, dated August 10,
    2005, between LifePoint Hospitals, Inc. as Issuer and Citibank,
    N.A., as Trustee(c)4
.2

Form of 3.25% Convertible
    Senior Subordinated Debenture due 2025 (included as part of
    Exhibit 4.1)(c)4
.3

Registration Rights Agreement,
    dated August 10, 2005, between LifePoint Hospitals, Inc.
    and Citigroup Global Markets Inc. as Representatives of the
    Initial Purchasers(c)10
.1

ISDA 2002 Master Agreement and
    Schedule to the ISDA 2002 Master Agreement, dated June 1,
    2006, between Citibank, N.A. and LifePoint Hospitals,
    Inc. (d)10
.2

Confirmation, dated June 2,
    2006, between Citibank, N.A. and LifePoint Hospitals, Inc.(d)10
.3

Incremental Facility Amendment
    No. 4 to the Credit Agreement, dated September 8,
    2006, among LifePoint Hospitals, Inc., as borrower, Citicorp
    North America, Inc., as administrative agent and the lenders
    party thereto(e)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. 70




---



##### Table of Contents



ExhibitNumber

Description32
.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.     (a)
    
    Incorporated by reference to exhibits to the Registration
    Statement on Form S-8 dated April 15, 2005 of LifePoint
    Hospitals, Inc. (formerly Lakers Holding Corp.), File
    Number 333-124151(b)
    
    Incorporated by reference to Exhibit 3.2 to the Current
    Report on
    Form 8-K
    dated October 16, 2006 of LifePoint Hospitals, Inc., File
    Number 0-51251.(c)
    
    Incorporated by reference to exhibits to the Current Report on
    Form 8-K
    dated August 10, 2005 of LifePoint Hospitals, Inc., File
    Number 0-51251.(d)
    
    Incorporated by reference to exhibits to the Current Report on
    Form 8-K/A
    dated September 8, 2006 of LifePoint Hospitals, Inc., File
    Number 0-51251.(e)
    
    Incorporated by reference to Exhibit 10.5 to the Current
    Report on
    Form 8-K
    dated September 12, 2006 of LifePoint Hospitals, Inc., File
    Number 0-51251. 71




---



##### Table of Contents



SIGNATURES
      By:
    /s/  Gary
    D. Willis         72




---



##### Table of Contents



EXHIBIT INDEX
  ExhibitNumber

Description3
.1

Amended and Restated Certificate
    of Incorporation of LifePoint Hospitals, Inc.(a)3
.2

Second Amended and Restated
    By-Laws of LifePoint Hospitals, Inc.(b)4
.1

Indenture, dated August 10,
    2005, between LifePoint Hospitals, Inc. as Issuer and Citibank,
    N.A., as Trustee(c)4
.2

Form of 3.25% Convertible
    Senior Subordinated Debenture due 2025 (included as part of
    Exhibit 4.1)(c)4
.3

Registration Rights Agreement,
    dated August 10, 2005, between LifePoint Hospitals, Inc.
    and Citigroup Global Markets Inc. as Representatives of the
    Initial Purchasers(c)10
.1

ISDA 2002 Master Agreement and
    Schedule to the ISDA 2002 Master Agreement, dated June 1,
    2006, between Citibank, N.A. and LifePoint Hospitals,
    Inc. (d)10
.2

Confirmation, dated June 2,
    2006, between Citibank, N.A. and LifePoint Hospitals,
    Inc. (d)10
.3

Incremental Facility Amendment
    No. 4 to the Credit Agreement, dated September 8,
    2006, among LifePoint Hospitals, Inc., as borrower, Citicorp
    North America, Inc., as administrative agent and the lenders
    party thereto (e)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.     (a)
    
    Incorporated by reference to exhibits to the Registration
    Statement on Form S-8 dated April 15, 2005 of LifePoint
    Hospitals, Inc. (formerly Lakers Holding Corp.), File
    Number 333-124151(b)
    
    Incorporated by reference to Exhibit 3.2 to the Current
    Report on
    Form 8-K
    dated October 16, 2006 of LifePoint Hospitals, Inc., File
    Number 0-51251.(c)
    
    Incorporated by reference to exhibits to the Current Report on
    Form 8-K
    dated August 10, 2005 of LifePoint Hospitals, Inc., File
    Number 0-51251(d)
    
    Incorporated by reference to exhibits to the Current Report on
    Form 8-K/A
    dated September 8, 2006 of LifePoint Hospitals, Inc., File
    Number 0-51251.(e)
    
    Incorporated by reference to Exhibit 10.5 to the Current
    Report on
    Form 8-K
    dated September 12, 2006 of LifePoint Hospitals, Inc., File
    Number 0-51251.