##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2009
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from            to
 Commission file number: 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
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
 o o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 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

19Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk

38Item 4.
    
    Controls and Procedures

38PART II  OTHER INFORMATIONItem 1.
    
    Legal Proceedings
39Item 1A.
    
    Risk Factors

39Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds

39Item 6.
    
    Exhibits

40EX-31.1EX-31.2EX-32.1EX-32.2




---



##### 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 EndedMarch 31,2008
    
    
    2009(as adjusted)Revenues
    
    $
    685.1
    
    
    $
    735.5Salaries and benefits
    
    
    268.0
    
    
    
    286.5Supplies
    
    
    93.3
    
    
    
    99.6Other operating expenses
    
    
    121.0
    
    
    
    132.7Provision for doubtful accounts
    
    
    80.9
    
    
    
    90.2Depreciation and amortization
    
    
    32.1
    
    
    
    35.1Interest expense, net
    
    
    26.9
    
    
    
    25.8622.2
    
    
    
    669.9Income from continuing operations before income taxes
    
    
    62.9
    
    
    
    65.6Provision for income taxes
    
    
    (24.2
    )
    
    
    (25.5
    )Income from continuing operations
    
    
    38.7
    
    
    
    40.1Discontinued operations, net of income taxes:Loss from discontinued operations
    
    
    (1.8
    )
    
    
    (1.1
    )Impairment adjustment
    
    
    2.3
    
    
    
    Income (loss) from discontinued operations
    
    
    0.5
    
    
    
    (1.1
    )Net income
    
    
    39.2
    
    
    
    39.0Less: Net income attributable to noncontrolling interests
    
    
    (0.5
    )
    
    
    (0.6
    )Net income attributable to LifePoint Hospitals, Inc.
    
    $
    38.7
    
    
    $
    38.4Basic earnings (loss) per share attributable to LifePoint Hospitals, Inc. stockholders:Continuing operations
    
    $
    0.71
    
    
    $
    0.76Discontinued operations
    
    
    0.01
    
    
    
    (0.02
    )Net income
    
    $
    0.72
    
    
    $
    0.74Diluted earnings (loss) per share attributable to LifePoint Hospitals, Inc. stockholders:Continuing operations
    
    $
    0.69
    
    
    $
    0.74Discontinued operations
    
    
    0.01
    
    
    
    (0.02
    )Net income
    
    $
    0.70
    
    
    $
    0.72Weighted average shares and dilutive securities outstanding:Basic
    
    
    54.1
    
    
    
    52.2Diluted
    
    
    55.2
    
    
    
    53.1Amounts attributable to LifePoint Hospitals, Inc. stockholders:Income from continuing operations, net of income taxes
    
    $
    38.2
    
    
    $
    39.5Income (loss) from discontinued operations, net of income taxes
    
    
    0.5
    
    
    
    (1.1
    )Net income
    
    $
    38.7
    
    
    $
    38.4
  3




---



##### Table of Contents



LIFEPOINT HOSPITALS, INC.
 CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in millions, except per share amounts)
 December 31,
    
    
    March 31,2008(a)
    
    
    2009(Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    75.7
    
    
    $
    44.5Accounts receivable, less allowances for doubtful accounts of $374.4 and $393.8 at December
31, 2008 and March 31, 2009, respectively
    
    
    315.9
    
    
    
    349.5Inventories
    
    
    69.6
    
    
    
    71.7Assets held for sale
    
    
    21.6
    
    
    
    21.7Prepaid expenses
    
    
    12.0
    
    
    
    12.7Income taxes receivable
    
    
    19.9
    
    
    
    Deferred tax assets
    
    
    103.4
    
    
    
    107.2Other current assets
    
    
    19.2
    
    
    
    21.5637.3
    
    
    
    628.8Property and equipment:Land
    
    
    71.1
    
    
    
    74.9Buildings and improvements
    
    
    1,257.2
    
    
    
    1,323.2Equipment
    
    
    737.9
    
    
    
    763.8Construction in progress (estimated cost to complete and equip after March 31, 2009 is $158.2)
    
    
    39.7
    
    
    
    48.32,105.9
    
    
    
    2,210.2Accumulated depreciation
    
    
    (689.9
    )
    
    
    (722.5
    )1,416.0
    
    
    
    1,487.7Deferred loan costs, net
    
    
    31.3
    
    
    
    29.4Intangible assets, net
    
    
    68.8
    
    
    
    71.3Other
    
    
    10.4
    
    
    
    4.3Goodwill
    
    
    1,516.5
    
    
    
    1,525.2Total assets
    
    $
    3,680.3
    
    
    $
    3,746.7LIABILITIES AND EQUITYCurrent liabilities:Accounts payable
    
    $
    92.3
    
    
    $
    85.8Accrued salaries
    
    
    73.2
    
    
    
    76.6Other current liabilities
    
    
    94.5
    
    
    
    112.0Current maturities of long-term debt
    
    
    1.1
    
    
    
    1.4261.1
    
    
    
    275.8Long-term debt
    
    
    1,392.1
    
    
    
    1,397.8Deferred income taxes
    
    
    146.8
    
    
    
    146.6Professional and general liability claims and other liabilities
    
    
    146.2
    
    
    
    147.4Long-term income tax liability
    
    
    59.4
    
    
    
    58.0Total liabilities
    
    
    2,005.6
    
    
    
    2,025.6Redeemable noncontrolling interests
    
    
    12.8
    
    
    
    12.8Equity:LifePoint Hospitals, Inc. stockholders equity:Preferred stock, $0.01 par value; 10,000,000 shares authorized; no shares issued
    
    
    
    
    
    
    Common stock, $0.01 par value; 90,000,000 shares authorized; 58,787,009 and
59,707,427 shares issued at December 31, 2008 and March 31, 2009,
respectively
    
    
    0.6
    
    
    
    0.6Capital in excess of par value
    
    
    1,219.5
    
    
    
    1,227.5Accumulated other comprehensive loss
    
    
    (28.3
    )
    
    
    (26.9
    )Retained earnings
    
    
    613.9
    
    
    
    652.3Common stock in treasury, at cost, 5,346,156 and 5,416,412 shares at
December 31, 2008 and March 31, 2009, respectively
    
    
    (147.3
    )
    
    
    (148.9
    )Total LifePoint Hospitals, Inc. stockholders equity
    
    
    1,658.4
    
    
    
    1,704.6Noncontrolling interests
    
    
    3.5
    
    
    
    3.7Total equity
    
    
    1,661.9
    
    
    
    1,708.3Total liabilities and equity
    
    $
    3,680.3
    
    
    $
    3,746.7
 
 (a)
    
    Derived from audited consolidated financial statements, as adjusted
(see Note 2).  4




---



##### Table of Contents



LIFEPOINT HOSPITALS, INC.
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited
(In millions)
 Three Months EndedMarch 31,2008
    
    
    2009(as adjusted)Cash flows from operating activities:Net income
    
    $
    39.2
    
    
    $
    39.0Adjustments to reconcile net income to net cash provided by operating activities:(Income) loss from discontinued operations
    
    
    (0.5
    )
    
    
    1.1Stock-based compensation
    
    
    6.4
    
    
    
    5.9ESOP expense (non-cash portion)
    
    
    1.8
    
    
    
    Depreciation and amortization
    
    
    32.1
    
    
    
    35.1Amortization of physician minimum revenue guarantees
    
    
    2.0
    
    
    
    3.1Amortization of convertible debt discounts
    
    
    4.8
    
    
    
    5.1Amortization of deferred loan costs
    
    
    1.8
    
    
    
    1.9Deferred income tax benefit
    
    
    (0.5
    )
    
    
    (6.0
    )Reserve for professional and general liability claims, net
    
    
    1.2
    
    
    
    5.6Increase (decrease) in cash from operating assets and liabilities, net of
effects from acquisitions and divestitures:Accounts receivable
    
    
    (8.6
    )
    
    
    (21.4
    )Inventories and other current assets
    
    
    (3.1
    )
    
    
    0.3Accounts payable and accrued expenses
    
    
    2.8
    
    
    
    (8.8
    )Income taxes payable/receivable
    
    
    23.8
    
    
    
    31.2Other
    
    
    1.5
    
    
    
    (0.2
    )Net cash provided by operating activities  continuing operations
    
    
    104.7
    
    
    
    91.9Net cash used in operating activities  discontinued operations
    
    
    (3.7
    )
    
    
    (1.5
    )Net cash provided by operating activities
    
    
    101.0
    
    
    
    90.4Cash flows from investing activities:Purchase of property and equipment
    
    
    (32.9
    )
    
    
    (43.1
    )Acquisitions, net of cash acquired
    
    
    
    
    
    
    (78.2
    )Net cash used in investing activities  continuing operations
    
    
    (32.9
    )
    
    
    (121.3
    )Net cash used in investing activities  discontinued operations
    
    
    (0.5
    )
    
    
    Net cash used in investing activities
    
    
    (33.4
    )
    
    
    (121.3
    )Cash flows from financing activities:Repurchases of common stock
    
    
    (87.6
    )
    
    
    (1.6
    )Proceeds from exercise of stock options
    
    
    
    
    
    
    1.7Proceeds from employee stock purchase plans
    
    
    0.4
    
    
    
    0.4Distributions to noncontrolling interests
    
    
    (0.3
    )
    
    
    (0.4
    )Capital lease payments and other
    
    
    (0.3
    )
    
    
    (0.4
    )Net cash used in financing activities
    
    
    (87.8
    )
    
    
    (0.3
    )Change in cash and cash equivalents
    
    
    (20.2
    )
    
    
    (31.2
    )Cash and cash equivalents at beginning of period
    
    
    53.1
    
    
    
    75.7Cash and cash equivalents at end of period
    
    $
    32.9
    
    
    $
    44.5Supplemental disclosure of cash flow information:Interest payments
    
    $
    17.1
    
    
    $
    16.2Capitalized interest
    
    $
    0.1
    
    
    $
    0.3Income taxes paid, net
    
    $
    0.9
    
    
    $
    0.5
  5




---



##### Table of Contents



LIFEPOINT HOSPITALS, INC.
 CONDENSED CONSOLIDATED STATEMENT OF EQUITY
For the Three Months Ended March 31, 2009
Unaudited
(In millions)
 LifePoint Hospitals, Inc. StockholdersAccumulatedCapital in
    
    
    OtherCommon Stock
    
    
    Excess of
    
    
    Comprehensive
    
    
    Retained
    
    
    Treasury
    
    
    NoncontrollingShares
    
    
    Amount
    
    
    Par Value
    
    
    Income (loss)
    
    
    Earnings
    
    
    Stock
    
    
    Interests
    
    
    TotalBalance at December 31,
2008 (a)
    
    
    53.4
    
    
    $
    0.6
    
    
    $
    1,219.5
    
    
    $
    (28.3
    )
    
    $
    613.9
    
    
    $
    (147.3
    )
    
    $
    3.5
    
    
    $
    1,661.9Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    38.4
    
    
    
    
    
    
    
    0.6
    
    
    
    39.0Net change in fair value
of interest rate swap,
net of tax provision of
$0.6
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1.4
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1.4Total comprehensive
income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40.4Exercise of stock
options, including tax
benefits of stock-based
awards and other
    
    
    0.2
    
    
    
    
    
    
    
    1.7
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1.7Stock activity in
connection with employee
stock purchase plan
    
    
    
    
    
    
    
    
    
    
    0.4
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.4Stock-based compensation
    
    
    0.8
    
    
    
    
    
    
    
    5.9
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5.9Repurchases of common
stock, at cost
    
    
    (0.1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1.6
    )
    
    
    
    
    
    
    (1.6
    )Cash distributions to
noncontrolling interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.4
    )
    
    
    (0.4
    )Balance at March 31, 2009
    
    
    54.3
    
    
    $
    0.6
    
    
    $
    1,227.5
    
    
    $
    (26.9
    )
    
    $
    652.3
    
    
    $
    (148.9
    )
    
    $
    3.7
    
    
    $
    1,708.3
 
 (a)
    
    Derived from audited consolidated financial statements, as adjusted
(see Note 2).  6




---



##### Table of Contents



LIFEPOINT HOSPITALS, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2009
Unaudited
 Note 1. Basis of Presentation
     Note 2. New Accounting Standards
 SFAS No. 160
  
    
    The Company reclassified a portion of its noncontrolling interests from the
mezzanine section of its accompanying condensed consolidated balance sheets to equity. This reclassification totaled $3.5
and $3.7 million as of December 31, 2008 and March 31, 2009, respectively. Certain of
the Companys noncontrolling interests will continue to be classified in the mezzanine
section of its accompanying condensed consolidated balance sheets as these noncontrolling interests contain potential
redeemable units that do not meet the requirements for classification as equity in
accordance with EITF Topic D-98. These redemption features require the delivery of
cash.
    
    Net income attributable to noncontrolling interests is no longer deducted to arrive
at net income. Instead, net income is attributed to the controlling and noncontrolling
interests in the accompanying condensed consolidated statements of operations. As a
result, net income for the three months ended March 31, 2008 increased by $0.5 million
from net income previously reported. These changes had no impact on
the Companys earnings per
share calculations.
 7




---



##### Table of Contents



LIFEPOINT HOSPITALS, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 FSP APB 14-1
 1 2 1 2  1 4 1 4 1 2 1 4 1 2 1 4
  As Previously
    
    
    
    
    
    As CurrentlyReported
    
    Adjustments
    
    ReportedCondensed consolidated balance sheet as
of December 31, 2008:Long-term debt
    
    $
    1,515.6
    
    
    $
    (123.5
    )
    
    $
    1,392.1Deferred income
taxes
    
    $
    103.1
    
    
    $
    43.7
    
    
    $
    146.8Capital in excess of par value
    
    $
    1,116.3
    
    
    $
    103.2
    
    
    $
    1,219.5Retained earnings
    
    $
    637.3
    
    
    $
    (23.4
    )
    
    $
    613.9Condensed consolidated statement of
operations for the three months ended
March 31, 2008:Interest expense,
net
    
    $
    22.1
    
    
    $
    4.8
    
    
    $
    26.9Provision for income
taxes
    
    $
    25.9
    
    
    $
    (1.7
    )
    
    $
    24.2Net income
(loss)
    
    $
    42.3
    
    
    $
    (3.1
    )
    
    $
    39.2Basic earnings per share
attributable to LifePoint
Hospitals, Inc. stockholders
    
    $
    0.77
    
    
    $
    (0.05
    )
    
    $
    0.72Diluted earnings per share
attributable to LifePoint
Hospitals, Inc. stockholders
    
    $
    0.76
    
    
    $
    (0.06
    )
    
    $
    0.70
  December 31, 2008
    
    
    March 31, 20093 1/2% Notes:Principal
balance
    
    $
    575.0
    
    
    $
    575.0Unamortized
discount
    
    
    (97.4
    )
    
    
    (93.7
    )Net carrying balance
    
    $
    477.6
    
    
    $
    481.3
 8




---



##### Table of Contents



LIFEPOINT HOSPITALS, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 December 31, 2008
    
    
    March 31, 20093 1/4% Debentures:Principal
balance
    
    $
    225.0
    
    
    $
    225.0Unamortized discount
    
    
    (26.1
    )
    
    
    (24.7
    )Net carrying balance
    
    $
    198.9
    
    
    $
    200.3
 1 4 1 2 1 4 1 4 1 2
  Three Months Ended March 31,2008
    
    
    20093 1/2% Notes:Contractual cash interest expense
    
    $
    5.0
    
    
    $
    5.0Non-cash interest expense (discount amortization)
    
    
    3.5
    
    
    
    3.7Total interest expense
    
    $
    8.5
    
    
    $
    8.73 1/4% Debentures:Contractual cash interest expense
    
    $
    1.8
    
    
    $
    1.8Non-cash interest expense (discount amortization)
    
    
    1.3
    
    
    
    1.4Total interest expense
    
    $
    3.1
    
    
    $
    3.2
 SFAS
No. 141(R), Business Combinations, (SFAS No. 141(R))
   9




---



##### Table of Contents



LIFEPOINT HOSPITALS, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 SFAS
No. 157, Fair Value Measurements, (SFAS No. 157)
    SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, an amendment of
FASB Statement No. 133, (SFAS No. 161)
  10




---



##### Table of Contents



LIFEPOINT HOSPITALS, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 FSP
SFAS No. 107-1 and APB 28-1, Interim Disclosures about
Fair Value of Financial Instruments, (FSP
SFAS No. 107-1 and APB 28-1)
  Note 3. Acquisition
    Accounts receivable
    
    $
    12.4Inventories
    
    
    2.1Prepaid expenses and other current assets
    
    
    0.6Property and equipment
    
    
    71.4Goodwill
    
    
    8.6Total assets acquired, excluding cash
    
    
    95.1Accounts payable
    
    
    8.4Accrued salaries
    
    
    3.6Other current liabilities
    
    
    0.5Capital leases
    
    
    1.3Total liabilities assumed
    
    
    13.8Net assets acquired
    
    $
    81.3
  Note 4. Discontinued Operations
   11




---



##### Table of Contents



LIFEPOINT HOSPITALS, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
    Three Months EndedMarch 31,2008
    
    2009Revenues
    
    $
    16.1
    
    
    $
    10.8Loss before income tax benefits
    
    $
    (2.9
    )
    
    $
    (1.7
    )Net loss
    
    $
    (1.8
    )
    
    $
    (1.1
    )
 Note 5. Repurchases of Common Stock
   Note 6. Goodwill and Intangible Assets
 Goodwill
  12




---



##### Table of Contents



LIFEPOINT HOSPITALS, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
  Contract-Based Physician Minimum Revenue Guarantees
   Non-Competition Agreements
  Certificates of Need
  Summary of Intangible Assets
  GrossCarrying
    
    
    Accumulated
    
    
    NetClass of Intangible Asset
    
    Amount
    
    
    Amortization
    
    
    TotalAmortized intangible assets:Contract-based physician minimum revenue guarantees:Balance at December 31, 2008
    
    $
    66.4
    
    
    $
    (16.2
    )
    
    $
    50.2Additions, net of terminations
    
    
    5.9
    
    
    
    
    
    
    
    5.9Amortization expense
    
    
    
    
    
    
    (3.1
    )
    
    
    (3.1
    )Balance at March 31, 2009
    
    $
    72.3
    
    
    $
    (19.3
    )
    
    $
    53.0Non-competition agreements:Balance at December 31, 2008
    
    $
    20.2
    
    
    $
    (8.1
    )
    
    $
    12.1Amortization expense
    
    
    
    
    
    
    (0.3
    )
    
    
    (0.3
    )Balance at March 31, 2009
    
    $
    20.2
    
    
    $
    (8.4
    )
    
    $
    11.8Indefinite-lived intangible assets:Certificates of need:Balance at December 31, 2008 and March 31, 2009
    
    $
    6.5
    
    
    $
    
    
    
    $
    6.5Total intangible assets:Balance at December 31, 2008
    
    $
    93.1
    
    
    $
    (24.3
    )
    
    $
    68.8Additions, net of terminations
    
    
    5.9
    
    
    
    
    
    
    
    5.9Amortization expense
    
    
    
    
    
    
    (3.4
    )
    
    
    (3.4
    )Balance at March 31, 2009
    
    $
    99.0
    
    
    $
    (27.7
    )
    
    $
    71.3
 13




---



##### Table of Contents



LIFEPOINT HOSPITALS, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 Note 7. Stock-Based Compensation
  Stock Options
   Three Months EndedMarch 31,2008
    
    2009Expected volatility
    
    
    32.0
    %
    
    
    40.0
    %Risk free interest rate (range)
    
    
    1.97% - 3.74
    %
    
    
    0.22% - 2.87
    %Expected dividends
    
    
    
    
    
    
    Average expected term (years)
    
    
    5.3
    
    
    
    5.4Fair value per share of stock options granted
    
    $
    8.06
    
    
    $
    7.66
   14




---



##### Table of Contents



LIFEPOINT HOSPITALS, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 Other Stock-Based Awards
     Summary
  Three Months EndedMarch 31,2008
    
    
    2009Other stock-based awards
    
    $
    4.3
    
    
    $
    4.0Stock options
    
    
    2.1
    
    
    
    1.9Total stock-based compensation expense
    
    $
    6.4
    
    
    $
    5.9Tax benefits on stock-based compensation expense
    
    $
    2.6
    
    
    $
    2.5
  15




---



##### Table of Contents



LIFEPOINT HOSPITALS, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 Note 8. Interest Rate Swap
  Notional AmountDate Range
    
    (In millions)November 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
    Balance Sheet Location
    
    December 31, 2008
    
    
    March 31, 2009Derivative
designated as a
hedging instrument
under SFAS No. 133:Interest rate swap
    
    Professional and general liability claims and other liabilities
    
    $
    45.0
    
    
    $
    43.0
  Location of gain (loss)
    
    
    Amount of gain (loss)recognized in Income on
    
    
    recognized in Income onAmount of gain (loss)
    
    
    Derivative (Ineffective
    
    
    Derivative (Ineffectiverecognized in OCI on
    
    
    Portion and Amount
    
    
    Portion and AmountDerivative (Effective
    
    
    Excluded from
    
    
    Excluded fromPortion)
    
    
Effectiveness Testing)
    
    
    Effectiveness Testing)2008
    
    
2009
    
    

    
    
2008
    
    
2009Derivative in SFAS No. 133 cash flow
hedging relationships:Interest rate swap
    
    $
    (11.8
    )
    
    $
    1.4
    
    
    Interest expense, net
    
    $
    (0.6
    )
    
    $
    
 16




---



##### Table of Contents



LIFEPOINT HOSPITALS, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Fair Value
  Note 9. Earnings (Loss) Per Share
  Three Months EndedMarch 31,2008
    
    
    2009Numerator for basic and diluted earnings per share attributable to LifePoint Hospitals,
Inc.:Income from continuing operations
    
    $
    38.7
    
    
    $
    40.1Less: Net income attributable to noncontrolling interests
    
    
    (0.5
    )
    
    
    (0.6
    )Income from
continuing operations attributable to LifePoint Hospitals, Inc. stockholders
    
    
    38.2
    
    
    
    39.5Income (loss) from discontinued operations, net of income taxes
    
    
    0.5
    
    
    
    (1.1
    )Net income attributable to LifePoint Hospitals, Inc.
    
    $
    38.7
    
    
    $
    38.4Denominator:Weighted average
shares outstanding  basic
    
    
    54.1
    
    
    
    52.2Effect of
dilutive securities: stock options and other stock-based awards
    
    
    1.1
    
    
    
    0.9Weighted
average shares outstanding  diluted
    
    
    55.2
    
    
    
    53.1Basic earnings (loss) per share attributable to LifePoint Hospitals, Inc. stockholders:Continuing operations
    
    $
    0.71
    
    
    $
    0.76Discontinued operations
    
    
    0.01
    
    
    
    (0.02
    )Net income
    
    $
    0.72
    
    
    $
    0.74Diluted earnings (loss) per share attributable to LifePoint Hospitals, Inc. stockholders:Continuing operations
    
    $
    0.69
    
    
    $
    0.74Discontinued operations
    
    
    0.01
    
    
    
    (0.02
    )Net income
    
    $
    0.70
    
    
    $
    0.72
 1 2 1 4 1 4 1 2
 17




---



##### Table of Contents



LIFEPOINT HOSPITALS, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Note 10. Contingencies
 Legal Proceedings and General Liability Claims
  Physician Commitments
  Capital Expenditure Commitments
  Acquisitions
  18




---



##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
     Risk
Factors
 Overview
  19




---



##### Table of Contents



Competitive and Regulatory Environment
      20




---



##### Table of Contents



Business Strategy
 ®
      21




---



##### Table of Contents



Additional Growth
   Revenue Sources
     22




---



##### Table of Contents



Other Events
     23




---



##### Table of Contents



Results of Operations
 Managements Discussion
and Analysis of Financial Condition and Results of Operations:
 Acquisition.
 Admissions.
 bps.
 Continuing operations.
 Effective tax rate
 Emergency room visits.
 Equivalent admissions.
 Net revenue days outstanding
 Medicare case mix index.
 N/A. .
 Outpatient surgeries.
 Same-hospital
 24




---



##### Table of Contents



Operating Results Summary
  Three Months Ended March 31,2008
    
    
    2009% of
    
    
    
    
    
    
    % ofAmount
    
    
    Revenues
    
    
    Amount
    
    
    RevenuesRevenues
    
    $
    685.1
    
    
    
    100.0
    %
    
    $
    735.5
    
    
    
    100.0
    %Salaries and benefits
    
    
    268.0
    
    
    
    39.1
    
    
    
    286.5
    
    
    
    38.9Supplies
    
    
    93.3
    
    
    
    13.6
    
    
    
    99.6
    
    
    
    13.5Other operating expenses
    
    
    121.0
    
    
    
    17.7
    
    
    
    132.7
    
    
    
    18.1Provision for doubtful accounts
    
    
    80.9
    
    
    
    11.8
    
    
    
    90.2
    
    
    
    12.3Depreciation and amortization
    
    
    32.1
    
    
    
    4.7
    
    
    
    35.1
    
    
    
    4.8Interest expense, net
    
    
    26.9
    
    
    
    3.9
    
    
    
    25.8
    
    
    
    3.5622.2
    
    
    
    90.8
    
    
    
    669.9
    
    
    
    91.1Income from continuing operations before income taxes
    
    
    62.9
    
    
    
    9.2
    
    
    
    65.6
    
    
    
    8.9Provision for income taxes
    
    
    (24.2
    )
    
    
    (3.5
    )
    
    
    (25.5
    )
    
    
    (3.4
    )Income from continuing operations
    
    
    38.7
    
    
    
    5.7
    
    
    
    40.1
    
    
    
    5.5Less: Net income attributable to noncontrolling interests
    
    
    (0.5
    )
    
    
    (0.1
    )
    
    
    (0.6
    )
    
    
    (0.1
    )Income from continuing operations attributable to
LifePoint Hospitals, Inc.
    
    $
    38.2
    
    
    
    5.6
    %
    
    $
    39.5
    
    
    
    5.4
    %
 For the Three Months Ended March 31, 2008 and 2009
 Revenues
  Three Months EndedMarch 31,
    
    Increase
    
    % Increase2008
    
    2009
    
    (Decrease)
    
    (Decrease)Continuing operations:Revenues
(dollars in
millions)
    
    $
    685.1
    
    
    $
    735.5
    
    
    $
    50.4
    
    
    
    7.4
    %Admissions
    
    
    51,114
    
    
    
    49,519
    
    
    
    (1,595
    )
    
    
    (3.1
    )Equivalent admissions
    
    
    97,270
    
    
    
    98,394
    
    
    
    1,124
    
    
    
    1.2Revenues per equivalent admission
    
    $
    7,042
    
    
    $
    7,475
    
    
    $
    433
    
    
    
    6.1Medicare case mix index
    
    
    1.27
    
    
    
    1.31
    
    
    
    0.04
    
    
    
    3.1Average length of stay (days)
    
    
    4.4
    
    
    
    4.4
    
    
    
    
    
    
    
    Inpatient surgeries
    
    
    13,907
    
    
    
    13,818
    
    
    
    (89
    )
    
    
    (0.6
    )Outpatient surgeries
    
    
    35,270
    
    
    
    36,559
    
    
    
    1,289
    
    
    
    3.7Emergency room visits
    
    
    228,060
    
    
    
    226,688
    
    
    
    (1,372
    )
    
    
    (0.6
    )Outpatient factor
    
    
    1.90
    
    
    
    1.99
    
    
    
    0.09
    
    
    
    4.7
 25




---



##### Table of Contents



Three Months EndedMarch 31,
    
    Increase
    
    % Increase2008
    
    2009
    
    (Decrease)
    
    (Decrease)Same-hospital:Revenues
(dollars in
millions)
    
    $
    685.1
    
    
    $
    714.4
    
    
    $
    29.3
    
    
    
    4.3
    %Admissions
    
    
    51,114
    
    
    
    48,035
    
    
    
    (3,079
    )
    
    
    (6.0
    )Equivalent admissions
    
    
    97,270
    
    
    
    95,782
    
    
    
    (1,488
    )
    
    
    (1.5
    )Revenues per equivalent admission
    
    $
    7,042
    
    
    $
    7,459
    
    
    $
    417
    
    
    
    5.9Medicare case mix index
    
    
    1.27
    
    
    
    1.29
    
    
    
    0.02
    
    
    
    1.6Average length of stay (days)
    
    
    4.4
    
    
    
    4.4
    
    
    
    
    
    
    
    Inpatient surgeries
    
    
    13,907
    
    
    
    13,359
    
    
    
    (548
    )
    
    
    (3.9
    )Outpatient surgeries
    
    
    35,270
    
    
    
    35,233
    
    
    
    (37
    )
    
    
    (0.1
    )Emergency room visits
    
    
    228,060
    
    
    
    220,056
    
    
    
    (8,004
    )
    
    
    (3.5
    )Outpatient factor
    
    
    1.90
    
    
    
    1.99
    
    
    
    0.09
    
    
    
    4.7
  Three MonthsEndedMarch 31,2008
    
    
    2009Medicare
    
    
    32.7
    %
    
    
    30.9
    %Medicaid
    
    
    9.7
    
    
    
    10.2HMOs, PPOs and other private insurers
    
    
    43.2
    
    
    
    43.7Self-Pay
    
    
    11.3
    
    
    
    12.5Other
    
    
    3.1
    
    
    
    2.7100.0
    %
    
    
    100.0
    %
    26




---



##### Table of Contents



Expenses
 Salaries and Benefits
  Three Months Ended March 31,% of
    
    
    
    
    
    % of
    
    Increase
    
    % Increase2008
    
    Revenues
    
    2009
    
    Revenues
    
    (Decrease)
    
    (Decrease)Salaries and
benefits (dollars in millions)
    
    $
    268.0
    
    
    
    39.1
    %
    
    $
    286.5
    
    
    
    38.9
    %
    
    $
    18.5
    
    
    
    6.9
    %Man-hours per equivalent admission
    
    
    90.3
    
    
    
    N/A
    
    
    
    90.5
    
    
    
    N/A
    
    
    
    0.2
    
    
    
    0.2
    %Salaries and benefits per equivalent
admission
    
    $
    2,736
    
    
    
    N/A
    
    
    $
    2,891
    
    
    
    N/A
    
    
    $
    155
    
    
    
    5.7
    %
  Supplies
  Three Months Ended March 31,% of
    
    
    
    
    
    % of
    
    Increase
    
    % Increase2008
    
    Revenues
    
    2009
    
    Revenues
    
    (Decrease)
    
    (Decrease)Supplies (dollars in millions)
    
    $
    93.3
    
    
    
    13.6
    %
    
    $
    99.6
    
    
    
    13.5
    %
    
    $
    6.3
    
    
    
    6.8
    %Supplies per equivalent admission
    
    $
    957
    
    
    
    N/A
    
    
    $
    1,009
    
    
    
    N/A
    
    
    $
    52
    
    
    
    5.4
    %
  27




---



##### Table of Contents



Other Operating Expenses
  Three Months Ended March 31,% of
    
    
    
    
    
    
    % of
    
    
    Increase
    
    
    % Increase2008
    
    
    Revenues
    
    
    2009
    
    
    Revenues
    
    
    (Decrease)
    
    
    (Decrease)Professional fees
    
    $
    15.7
    
    
    
    2.3
    %
    
    $
    16.6
    
    
    
    2.3
    %
    
    $
    0.9
    
    
    
    5.7
    %Utilities
    
    
    12.0
    
    
    
    1.8
    
    
    
    12.8
    
    
    
    1.7
    
    
    
    0.8
    
    
    
    6.1Repairs and maintenance
    
    
    13.7
    
    
    
    2.0
    
    
    
    15.6
    
    
    
    2.1
    
    
    
    1.9
    
    
    
    14.3Rents and leases
    
    
    6.2
    
    
    
    0.9
    
    
    
    7.3
    
    
    
    1.0
    
    
    
    1.1
    
    
    
    17.8Insurance
    
    
    9.8
    
    
    
    1.4
    
    
    
    12.1
    
    
    
    1.6
    
    
    
    2.3
    
    
    
    24.1Physician recruiting
    
    
    4.5
    
    
    
    0.7
    
    
    
    6.3
    
    
    
    0.9
    
    
    
    1.8
    
    
    
    41.1Contract services
    
    
    33.9
    
    
    
    4.9
    
    
    
    35.5
    
    
    
    4.8
    
    
    
    1.6
    
    
    
    4.7Non-income taxes
    
    
    9.9
    
    
    
    1.4
    
    
    
    10.4
    
    
    
    1.4
    
    
    
    0.5
    
    
    
    4.8Other
    
    
    15.3
    
    
    
    2.3
    
    
    
    16.1
    
    
    
    2.3
    
    
    
    0.8
    
    
    
    5.5$
    121.0
    
    
    
    17.7
    %
    
    $
    132.7
    
    
    
    18.1
    %
    
    $
    11.7
    
    
    
    9.7
    %
      28




---



##### Table of Contents



Provision for Doubtful Accounts
  Three Months Ended March 31,% of
    
    
    
    
    
    % of
    
    Increase
    
    % Increase2008
    
    Revenues
    
    2009
    
    Revenues
    
    (Decrease)
    
    (Decrease)Provision for doubtful accounts
    
    $
    80.9
    
    
    
    11.8
    %
    
    $
    90.2
    
    
    
    12.3
    %
    
    $
    9.3
    
    
    
    11.6
    %Related key indicators:Charity care write-offs
    
    $
    13.5
    
    
    
    0.8
    %
    
    $
    12.4
    
    
    
    0.7
    %
    
    $
    (1.1
    )
    
    
    (7.8
    )%Self-pay revenues, net of charity
care write-offs and uninsured
discounts
    
    $
    77.6
    
    
    
    11.3
    %
    
    $
    92.3
    
    
    
    12.5
    %
    
    $
    14.7
    
    
    
    18.9
    %
 Managements Discussion and Analysis of Financial Condition and
Results of Operations
 Depreciation and Amortization
  Interest Expense
  Provision for Income Taxes
  29




---



##### Table of Contents



Net income attributable to noncontrolling interests
  Liquidity and Capital Resources
 Liquidity
   Three Months EndedMarch 31,2008
    
    
    2009Net cash flows provided by continuing operations
    
    $
    104.7
    
    
    $
    91.9Less: Purchase of property and equipment
    
    
    (32.9
    )
    
    
    (43.1
    )Free operating cash flow
    
    
    71.8
    
    
    
    48.8Acquisitions, net of cash acquired
    
    
    
    
    
    
    (78.2
    )Proceeds from exercise of stock options
    
    
    
    
    
    
    1.7Repurchases of common stock
    
    
    (87.6
    )
    
    
    (1.6
    )Other
    
    
    (0.2
    )
    
    
    (0.4
    )Cash flows from operations used in discontinued operations
    
    
    (3.7
    )
    
    
    (1.5
    )Cash flows from investing activities used in discontinued operations
    
    
    (0.5
    )
    
    
    Net decrease in cash and cash equivalents
    
    $
    (20.2
    )
    
    $
    (31.2
    )
   30




---



##### Table of Contents



Capital Expenditures
   Three Months EndedMarch 31,2008
    
    
    2009Capital projects
    
    $
    20.5
    
    
    $
    29.3Routine
    
    
    12.1
    
    
    
    11.5Information systems
    
    
    0.3
    
    
    
    2.3$
    32.9
    
    
    $
    43.1Depreciation expense
    
    $
    31.8
    
    
    $
    34.8Ratio of capital expenditures to depreciation expense
    
    
    103.5
    %
    
    
    123.9
    %
  Debt
  Amortization ofDecember 31,
    
    
    Proceeds from
    
    
    Payments of
    
    
    Convertible Debt
    
    
    
    
    
    
    March 31,2008
    
    
    Borrowings
    
    
    Borrowings
    
    
    Discounts
    
    
    Other (a)
    
    
    2009Senior Secured Credit Facilities:Term B Loans
    
    $
    706.4
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    706.4Revolving Loans
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Province
71⁄2% Senior
Subordinated Notes
    
    
    6.1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6.131⁄4% Debentures
    
    
    225.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    225.031⁄2% Notes
    
    
    575.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    575.0Unamortized
discounts on 31⁄4% Debentures and 31⁄2% Notes
    
    
    (123.5
    )
    
    
    
    
    
    
    
    
    
    
    5.1
    
    
    
    
    
    
    
    (118.4
    )Capital leases
    
    
    4.2
    
    
    
    
    
    
    
    (0.4
    )
    
    
    
    
    
    
    1.3
    
    
    
    5.1$
    1,393.2
    
    
    $
    
    
    
    $
    (0.4
    )
    
    $
    5.1
    
    
    $
    1.3
    
    
    $
    1,399.2
 
 (a)
    
    Represents the assumption of capital lease obligations in connection with the Companys
acquisition of Rockdale effective February 1, 2009. 31




---



##### Table of Contents



December 31,
    
    
    March 31,
    
    
    Increase2008
    
    
    2009
    
    
    (Decrease)Current portion of long-term debt
    
    $
    1.1
    
    
    $
    1.4
    
    
    $
    0.3Long-term debt
    
    
    1,392.1
    
    
    
    1,397.8
    
    
    
    5.7Unamortized discounts of convertible debt instruments (a)
    
    
    123.5
    
    
    
    118.4
    
    
    
    (5.1
    )Total debt, excluding unamortized discounts of
convertible debt instruments
    
    
    1,516.7
    
    
    
    1,517.6
    
    
    
    0.9Total LifePoint Hospitals, Inc. stockholders equity (a)
    
    
    1,658.4
    
    
    
    1,704.6
    
    
    
    46.2Total capitalization
    
    $
    3,175.1
    
    
    $
    3,222.2
    
    
    $
    47.1Total debt to total capitalization
    
    
    47.8
    %
    
    
    47.1
    %
    
    
    (0.7
    )%Percentage of:Fixed rate debt, excluding unamortized discounts of
convertible debt instruments (a)
    
    
    53.4
    %
    
    
    53.5
    %Variable rate debt (b)
    
    
    46.6
    
    
    
    46.5100.0
    %
    
    
    100.0
    %Percentage of:Senior debt
    
    
    46.8
    %
    
    
    46.9
    %Subordinated debt, excluding unamortized discounts of
convertible debt instruments (a)
    
    
    53.2
    
    
    
    53.1100.0
    %
    
    
    100.0
    %
 
 (a)
    
    Effective January 1, 2009, we adopted the provisions of FSP APB 14-1. The adoption of FSP APB
14-1 required us to retrospectively restate prior periods to separately reflect the liability
and equity components of our convertible debt instruments and to recognize interest expense
for the related debt at our market rate of borrowing for non-convertible debt instruments as
opposed to the explicit rate of our convertible debt instruments. Please refer to Note 2 to
our accompanying condensed consolidated financial statements included elsewhere in this report
for an additional discussion of the impact the adoption of FSP APB 14-1 had on our total debt
and stockholders equity.(b)
    
    The above calculation does not consider the effect of our interest rate swap. Our interest
rate swap mitigates a portion of our floating rate risk on our outstanding variable rate
borrowings which converts our variable rate debt to an annual fixed rate of 5.585%. Our
interest rate swap decreases our variable rate debt as a percentage of our outstanding debt
from 46.6% to 7.0% as of December 31, 2008 and from 46.5% to 7.0% as of March 31, 2009. Please
refer to Note 8 to our accompanying consolidated financial
statements included elsewhere in this
report for a discussion of our
interest rate swap agreement. 32




---



##### Table of Contents



Capital Resources
 Senior Secured Credit Facilities
 Terms
  Letters of Credit and Availability
  Interest Rates
   33




---



##### Table of Contents



Covenants
   Level atRequirement
    
    March 31, 2009Minimum Interest Coverage Ratio
    
    ≥
    3.50:1.00
    
    
    
    5.95Maximum Total Leverage Ratio
    
    ≤
    4.00:1.00
    
    
    
    3.13
   3 1 / 2 % Convertible Senior Subordinated Notes due May 15, 2014
 1 2 1 2 1 2 1 2 1 2
 1 2 1 2
 1 2
 1 2 1 2 1 2
 34




---



##### Table of Contents



1 2 1 2
 3 1 /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
 Interest Rate Swap
  35




---



##### Table of Contents



Liquidity and Capital Resources Outlook
    Contractual Obligations
  36




---



##### Table of Contents



Off-Balance Sheet Arrangements
  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.
  
    
    Revenue recognition/Allowance for contractual discounts;
    
    Allowance for doubtful accounts and provision for doubtful accounts;
    
    Goodwill impairment analysis;
    
    Professional and general liability claims;
    
    Accounting for stock-based compensation; and
    
    Accounting for income taxes.
 Recently Issued Accounting Pronouncements
  Contingencies
  
    
    Legal proceedings and general liability claims;
    
    Physician commitments;
    
    Capital expenditure commitments; and
    
    Acquisitions.
 37




---



##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures about Market Risk.
 Interest Rates
  Outstanding Debt
   1 2 1 4
 Carrying Amount
    
    Fair ValueDecember
31,
    

March 31,
    

December 31,
    

March 31,2008
    

2009
    
    2008
    
    2009Term B Loans
    
    $
    706.4
    
    
    $
    706.4
    
    
    $
    586.3
    
    
    $
    651.731/2% Notes, excluding unamortized discount
    
    $
    575.0
    
    
    $
    575.0
    
    
    $
    387.3
    
    
    $
    411.131/4% Debentures, excluding unamortized discount
    
    $
    225.0
    
    
    $
    225.0
    
    
    $
    162.0
    
    
    $
    168.8
 1 4 1 2
 Cash Balances
  
 Item 4. Controls and Procedures.
   38




---



##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings.
  
 Item 1A. Risk Factors.
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
  Total Number
    
    
    Approximateof Shares
    
    
    Dollar ValuePurchased as
    
    
    of Shares thatWeighted
    
    
    Part of a
    
    
    May Yet beTotal Number
    
    
    Average
    
    
    Publicly
    
    
    Purchasedof Shares
    
    
    Price Paid
    
    
    Announced
    
    
    Under thePeriod
    
    Purchased
    
    
    per Share
    
    
    Program
    
    
    Program(In millions)January 1, 2009 to January 31, 2009(a)
    
    
    2,236
    
    
    $
    22.84
    
    
    
    
    
    
    $
    February 1, 2009 to February 28, 2009(a)
    
    
    68,020
    
    
    $
    22.77
    
    
    
    
    
    
    $
    March 1, 2009 to March 31, 2009
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    Total
    
    
    70,256
    
    
    $
    22.77
    
    
    
    
    
    
    $
    
 
 (a)
    
    These relate to shares redeemed for tax withholding purposes upon
vesting of certain previously granted stock awards under the LTIP and
MSPP plans. 39




---



##### Table of Contents



Item 6. Exhibits.
 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).3.3
    
    Amendment No. 1 to the Second Amended and Restated Bylaws of
LifePoint Hospitals, Inc. (incorporated by reference from
exhibits to the LifePoint Hospitals, Inc. Current Report on Form
8-K dated May 20, 2008, File No. 000-51251).4.1
    
    Amended and Restated Rights Agreement (incorporated by reference
from exhibits to the LifePoint Hospitals, Inc. Current Report on
Form 8-K dated February 25, 2009, File No. 000-51251).31.1
    
    Certification of the Chief Executive Officer of LifePoint
Hospitals, Inc. Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.31.2
    
    Certification of the Chief Financial Officer of LifePoint
Hospitals, Inc. Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.32.1
    
    Certification of the Chief Executive Officer of LifePoint
Hospitals, Inc. Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.32.2
    
    Certification of the Chief Financial Officer of LifePoint
Hospitals, Inc. Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
 40




---



##### Table of Contents



SIGNATURES
  LifePoint Hospitals, Inc.By:
    /s/  Michael S. CogginMichael S. CogginChief Accounting Officer
(Principal Accounting Officer)  41




---



##### 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).3.3
    
    Amendment No. 1 to the Second Amended and Restated Bylaws of
LifePoint Hospitals, Inc. (incorporated by reference from
exhibits to the LifePoint Hospitals, Inc. Current Report on Form
8-K dated May 20, 2008, File No. 000-51251).4.1
    
    Amended and Restated Rights Agreement (incorporated by reference
from exhibits to the LifePoint Hospitals, Inc. Current Report on
Form 8-K dated February 25, 2009, File No. 000-51251).31.1
    
    Certification of the Chief Executive Officer of LifePoint
Hospitals, Inc. Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.31.2
    
    Certification of the Chief Financial Officer of LifePoint
Hospitals, Inc. Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.32.1
    
    Certification of the Chief Executive Officer of LifePoint
Hospitals, Inc. Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.32.2
    
    Certification of the Chief Financial Officer of LifePoint
Hospitals, Inc. Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.