##### 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
    March 31, 2007Oro

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

20-1538254(I.R.S. Employer
    Identification No.)103 Powell Court,
    Suite 200
    Brentwood, Tennessee(Address of Principal
    Executive Offices)

37027(Zip
    Code)   (615) 372-8500 (Registrants
    Telephone Number, Including Area Code)
  Not
    Applicable (Former
    name, former address and former fiscal year, if changed since
    last report)
   þ o
  Rule 12b-2
  þ o o
  Rule 12b-2 o þ




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##### 



TABLE
    OF CONTENTS
  
  PART I 
    FINANCIAL INFORMATIONItem 1.


Financial
    Statements

3Item 2.


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

21Item 3.


Quantitative and
    Qualitative Disclosures about Market Risk

45Item 4.


Controls and
    Procedures

45PART II 
    OTHER INFORMATIONItem 1.


Legal
    Proceedings

45Item 1A.


Risk
    Factors

46Item 6.


Exhibits

46Ex-10.1 Form of LifePoint Hospitals, Inc. Nonqualified Stock Option AgreementEx-31.1 Section 302 Certification of the CEOEx-31.2 Section 302 Certification of the CAOEx-32.1 Section 906 Certification of the CEOEx-32.2 Section 906 Certification of the CAO   2




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##### Table of Contents



PART I 
    FINANCIAL INFORMATION  Item 1.
    Financial
    Statements.  LIFEPOINT
    HOSPITALS, INC.
    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    Unaudited
    (In millions, except per share amounts)
  Three Months EndedMarch 31,2006


2007Revenues

$
586.6


$
669.3Salaries and benefits


229.8



260.0Supplies


82.5



93.0Other operating expenses


94.9



116.7Provision for doubtful accounts


67.8



75.6Depreciation and amortization


31.5



33.3Interest expense, net


23.1



26.7529.6



605.3Income from continuing operations
    before minority interests and income taxes


57.0



64.0Minority interests in earnings of
    consolidated entities


0.3



0.3Income from continuing operations
    before income taxes


56.7



63.7Provision for income taxes


22.7



25.9Income from continuing operations


34.0



37.8Discontinued operations, net of
    income taxes:Loss from discontinued operations


(0.4
)


Impairment of assets






(7.9
)Gain (loss) on sale of hospitals


3.8



(0.1
)Income (loss) from discontinued
    operations


3.4



(8.0
)Cumulative effect of change in
    accounting principle, net of income taxes


0.7



Net income

$
38.1


$
29.8Basic earnings (loss) per share:Continuing operations

$
0.62


$
0.67Discontinued operations


0.06



(0.14
)Cumulative effect of change in
    accounting principle


0.01



Net income

$
0.69


$
0.53Diluted earnings (loss) per share:Continuing operations

$
0.61


$
0.67Discontinued operations


0.06



(0.14
)Cumulative effect of change in
    accounting principle


0.01



Net income

$
0.68


$
0.53Weighted average shares and
    dilutive securities outstanding:Basic


55.5



55.8Diluted


56.1



56.8    3




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##### Table of Contents



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


March 31,2006(1)


2007(Unaudited)ASSETSCurrent assets:Cash and cash equivalents

$
12.2


$
32.9Accounts receivable, less
    allowances for doubtful accounts of $326.2 and $381.0 at
    December 31, 2006 and March 31, 2007, respectively


321.8



318.7Inventories


66.6



67.4Assets held for sale


124.7



73.4Prepaid expenses


13.0



13.3Income taxes receivable


11.2



Deferred tax assets


49.2



118.4Other current assets


20.6



29.1619.3



653.2Property and equipment:Land


79.5



78.4Buildings and improvements


1,080.8



1,098.6Equipment


609.0



619.6Construction in progress (estimated
    cost to complete and equip after March 31, 2007 is $96.3)


72.1



66.61,841.4



1,863.2Accumulated depreciation


(472.9
)


(501.5
)1,368.5



1,361.7Deferred loan costs, net


31.1



29.8Intangible assets, net


33.7



36.3Other


4.5



4.5Goodwill


1,581.3



1,586.8$
3,638.4


$
3,672.3LIABILITIES AND
    STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
108.4


$
87.9Accrued salaries


68.7



61.6Income taxes payable






27.4Other current liabilities


126.7



85.1Current maturities of long-term debt


0.5



0.5304.3



262.5Long-term debt


1,668.4



1,655.7Deferred income taxes


120.5



118.3Professional and general liability
    claims and other liabilities


82.3



83.9Long-term income tax liability






53.0Minority interests in equity of
    consolidated entities


12.9



13.0Stockholders 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; 57,365,018 and
    57,734,795 shares issued and outstanding at
    December 31, 2006 and March 31, 2007, respectively


0.6



0.6Capital in excess of par value


1,044.4



1,051.3Unearned ESOP compensation


(6.4
)


(5.6
)Accumulated other comprehensive loss


(9.6
)


(11.0
)Retained earnings


421.0



450.61,450.0



1,485.9$
3,638.4


$
3,672.3     (1)
    
    Derived from audited financial statements.   4




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##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    Unaudited
    (In millions)
  Three Months EndedMarch 31,2006


2007Cash flows from operating
    activities:Net income

$
38.1


$
29.8Adjustments to reconcile net income
    to net cash provided by operating activities:(Income) loss from discontinued
    operations


(3.4
)


8.0Cumulative effect of change in
    accounting principle, net of income taxes


(0.7
)


Stock-based compensation


3.2



3.6ESOP expense (non-cash portion)


2.4



2.2Depreciation and amortization


31.5



33.3Amortization of deferred loan costs


1.3



1.3Minority interests in earnings of
    consolidated entities


0.3



0.3Deferred income taxes


(3.1
)


(18.4
)Reserve for professional and
    general liability claims, net


1.8



(0.5
)Increase (decrease) in cash from
    operating assets and liabilities, net of effects from
    acquisitions and divestitures:Accounts receivable


(9.5
)


(4.1
)Inventories and other current assets


(3.2
)


(11.4
)Accounts payable and accrued
    expenses


(16.9
)


(33.2
)Income taxes payable/receivable


12.9



41.7Other


0.6



1.1Net cash provided by operating
    activities  continuing operations


55.3



53.7Net cash (used in) provided by
    operating activities  discontinued operations


(0.1
)


10.1Net cash provided by operating
    activities


55.2



63.8Cash flows from investing
    activities:Purchase of property and equipment


(50.1
)


(32.0
)Acquisitions, net of cash acquired


(3.5
)


Other


(0.3
)


(0.2
)Net cash used in investing
    activities  continuing operations


(53.9
)


(32.2
)Net cash provided by investing
    activities  discontinued operations


19.9



0.1Net cash used in investing
    activities


(34.0
)


(32.1
)Cash flows from financing
    activities:Proceeds from borrowings


10.0



40.0Payments of borrowings


(10.0
)


(52.4
)Proceeds from exercise of stock
    options


0.3



1.0Proceeds from employee stock
    purchase plans


1.7



0.7Other


(0.5
)


(0.3
)Net cash provided by (used in)
    financing activities


1.5



(11.0
)Change in cash and cash equivalents


22.7



20.7Cash and cash equivalents at
    beginning of period


30.4



12.2Cash and cash equivalents at end of
    period

$
53.1


$
32.9Supplemental disclosure of cash
    flow information:Interest payments

$
25.1


$
28.8Capitalized interest

$
0.1


$
0.7Income taxes paid, net

$
12.7


$
2.4    5




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##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
    CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
    For the Three Months Ended March 31, 2007
    Unaudited
    (In millions)
  AccumulatedCapital in


Unearned


OtherCommon Stock


Excess of


ESOP


Comprehensive


RetainedShares


Amount


Par Value


Compensation


Loss


Earnings


TotalBalance at December 31, 2006


57.4


$
0.6


$
1,044.4


$
(6.4
)

$
(9.6
)

$
421.0


$
1,450.0Comprehensive income:Net income






















29.8



29.8Net change in fair value of
    interest rate swap, net of tax benefit of $0.6


















(1.4
)






(1.4
)Total comprehensive income


























28.4Cumulative impact of change in
    accounting for uncertainty in income taxes (FIN 48)






















(0.2
)


(0.2
)Non-cash ESOP compensation earned










1.6



0.8











2.4Exercise of stock options,
    including tax benefits and other










1.0















1.0Stock activity in connection with
    employee stock purchase plans










0.7















0.7Stock-based
    compensation  nonvested stock










2.2















2.2Stock-based
    compensation  stock options










1.4















1.4Nonvested stock issued to key
    employees, net of forfeitures


0.3























Balance at March 31, 2007


57.7


$
0.6


$
1,051.3


$
(5.6
)

$
(11.0
)

$
450.6


$
1,485.9    6




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##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    March 31, 2007
    Unaudited
  Note 1.
    Basis of
    Presentation  and/or
    Form 10-Q Regulation S-X. Form 10-K
      Note 2.
    Acquisitions  Four
    HCA Hospitals
     7




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##### Table of Contents



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

$
13.0Prepaid expenses


1.6Other current assets


0.7Property and equipment


143.1Other long-term assets


0.1Goodwill


107.4Total assets acquired, excluding
    cash


265.9Accounts payable


0.4Accrued salaries


5.6Other current liabilities


2.2Total liabilities assumed


8.2Net assets acquired

$
257.7    8




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##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 3.
    Discontinued
    Operations  Colorado
    River Medical Center
    Net working capital

$
3.4Property and equipment


4.9Goodwill


3.111.4Income tax benefit


(3.5
)$
7.9   Two
    Former HCA Hospitals
    Smith
    County Memorial Hospital
    Medical
    Center of Southern Indiana and Ashland Regional Medical
    Center
   9




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##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Impact
    of Discontinued Operations
        Three Months EndedMarch 31,2006


2007Revenues

$
13.8


$
29.5Income (loss) before income taxes


(0.6
)


0.4     Current


Property and


IntangibleAssets


Equipment


Assets, Net


TotalBalance at December 31, 2006

$
12.7


$
111.6


$
0.4


$
124.7Sale of Saint Francis


(3.7
)


(38.0
)


(0.2
)


(41.9
)Impairment of Colorado River


(3.8
)


(4.9
)






(8.7
)Other adjustments


(0.7
)










(0.7
)Balance at March 31, 2007

$
4.5


$
68.7


$
0.2


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

$
1,581.3Impairment of Colorado River


(3.1
)Consideration adjustments and
    purchase price allocations for recent acquisitions


8.6Balance at March 31, 2007

$
1,586.8  10




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##### Table of Contents



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


Accumulated


NetClass of Intangible Asset

Amount


Amortization


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

$
21.0


$
(1.7
)

$
19.3Additions


4.1







4.1Amortization expense






(1.1
)


(1.1
)Balance at March 31, 2007

$
25.1


$
(2.8
)

$
22.3Non-competition agreements:Balance at December 31, 2006

$
16.6


$
(4.8
)

$
11.8Additions


0.3







0.3Amortization expense






(0.7
)


(0.7
)Balance at March 31, 2007

$
16.9


$
(5.5
)

$
11.4Indefinite-lived intangible assets:Certificates of need:Balance at December 31, 2006
    and March 31, 2007

$
2.6


$



$
2.6Total intangible assets:Balance at December 31, 2006

$
40.2


$
(6.5
)

$
33.7Additions


4.4







4.4Amortization expense






(1.8
)


(1.8
)Balance at March 31, 2007

$
44.6


$
(8.3
)

$
36.3   Contract-Based
    Physician Minimum Revenue Guarantees
  No. 45-3, FIN 45-3). FIN 45-3,
  Non-Competition
    Agreements
    Certificates
    of Need
   11




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##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Note 5.
    Accounting
    for Uncertainty in Income Taxes    Reclass from current deferred tax
    assets

$
14.4Increase to current deferred tax
    assets


36.9Increase in goodwill


0.5Cumulative impact of change
    recorded in retained earnings


0.2$
52.0       January 1,


March 31,2007


2007Unrecognized tax benefits

$
45.8


$
45.8Accrued interest and penalties


6.2



7.2$
52.0


$
53.0      12




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##### Table of Contents



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




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##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 6.
    Earnings
    (Loss) Per Share    Three MonthsEndedMarch 31,2006


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

$
34.0


$
37.8Income (loss) from discontinued
    operations, net of income taxes


3.4



(8.0
)Cumulative effect of change in
    accounting principle


0.7



$
38.1


$
29.8Denominator:Denominator for basic earnings
    (loss) per share  weighted average shares outstanding


55.5



55.8Effect of dilutive securities:Employee stock benefit plans


0.6



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


56.1



56.8Basic earnings (loss) per share:Continuing operations

$
0.62


$
0.67Discontinued operations


0.06



(0.14
)Cumulative effect of change in
    accounting principle


0.01



Net income

$
0.69


$
0.53Diluted earnings (loss) per share:Continuing operations

$
0.61


$
0.67Discontinued operations


0.06



(0.14
)Cumulative effect of change in
    accounting principle


0.01



Net income

$
0.68


$
0.53   Note 7.
    Recently
    Issued Accounting Pronouncements   14




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##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    available-for-sale
  Note 8.
    Stock-Based
    Compensation    Stock
    Options
     15




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##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Three Months EndedMarch 31,2006

2007Expected volatility

33.0%

25.5%Risk free interest rate (range)

4.38% - 4.69%

4.48% - 5.21%Expected dividends



Average expected term (years)

5.4

5.1Fair value per share of stock
    options granted

$11.11

$10.21       Nonvested
    Stock
         16




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##### Table of Contents



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


2007Nonvested stock

$
1.9


$
2.2Stock options


1.3



1.4Total stock-based compensation
    expense

$
3.2


$
3.6Tax benefits on stock-based
    compensation expense

$
1.2


$
1.4     Note 9.  Long-Term
    Debt
    December 31,


March 31,2006


2007Senior Borrowings:Credit Agreement:Term B Loans

$
1,321.9


$
1,289.4Revolving Loans


110.0



130.01,431.9



1,419.4Subordinated 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


5.8



5.6Total long-term debt


1,668.9



1,656.2Less: current portion


0.5



0.5$
1,668.4


$
1,655.7     Note 10.
    Interest
    Rate Swap   17




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##### Table of Contents



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

Notional AmountNovember 30, 2006 to
    November 30, 2007

$
900.0 millionNovember 30, 2007 to
    November 30, 2008

$
750.0 millionNovember 30, 2008 to
    November 30, 2009

$
600.0 millionNovember 30, 2009 to
    November 30, 2010

$
450.0 millionNovember 30, 2010 to
    May 30, 2011

$
300.0 million       Note 11.
    Contingencies  Americans
    with Disabilities Act Claim
  facility-by-facility
   18




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##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Legal
    Proceedings and General Liability Claims
    Physician
    Commitments
  FIN 45-3,
  Capital
    Expenditure Commitments
       19




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##### Table of Contents



LIFEPOINT
    HOSPITALS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    40-year
    Acquisitions
    Note
    12.  Subsequent Event
   20




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##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.  Form 10-K.
  Overview
    Three MonthsEndedMarch 31,2006


2007Revenues

$
586.6


$
669.3Income from continuing operations

$
34.0


$
37.8Diluted earnings per share from
    continuing operations

$
0.61


$
0.67   Hospital
    Acquisitions
  Business, Form 10-K Form 10-K
  Discontinued
    Operations
    Net working capital

$
3.4Property and equipment


4.9Goodwill


3.111.4Income tax benefit


(3.5
)$
7.9  21




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##### Table of Contents



Three MonthsEndedMarch 31,2006


2007Revenues

$
13.8


$
29.5Loss from discontinued operations

$
(0.4
)

$
Impairment of assets






(7.9
)Gain (loss) on sale of hospitals


3.8



(0.1
)Income (loss) from discontinued
    operations

$
3.4


$
(8.0
)Diluted earnings (loss) per share
    from discontinued operations

$
0.06


$
(0.14
)   Key
    Challenges
    
    Increases in Provision for Doubtful
    Accounts.  We have experienced an increase in our
    provision for doubtful accounts during recent years. These
    increases were the result of an increased number of uninsured
    patients and an increase in co-payments and deductibles from
    healthcare plan design changes. These changes increase
    collection costs and reduce overall cash collections.    Provision forDoubtful Accounts2006


2007First Quarter

$
68.6


$
77.7Second Quarter


60.2



N/AThird Quarter


73.9



N/AFourth Quarter


71.2



N/A$
273.9


$
77.7    22




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##### Table of Contents



Charity andIndigent CareWrite-Offs2006


2007First Quarter

$
6.0


$
16.2Second Quarter


12.2



N/AThird Quarter


11.6



N/AFourth Quarter


16.6



N/A$
46.4


$
16.2     Self-Pay Revenues2006


2007First Quarter

$
73.8


$
80.3Second Quarter


73.3



N/AThird Quarter


88.3



N/AFourth Quarter


75.1



N/A$
310.5


$
80.3     Revenue DaysOutstandingin AccountsReceivable2006


2007March 31


39.6



40.8June 30


40.7



N/ASeptember 30


45.1



N/ADecember 31


43.1



N/A     AdjustedRevenue DaysOutstandingin Accounts Receivable2006


2007March 31


44.7



45.9June 30


45.5



N/ASeptember 30


50.5



N/ADecember 31


48.1



N/A  23




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##### Table of Contents



December 31,


March 31,2006


2007Insured receivables


37.1
%


33.8
%Uninsured receivables (including
    copayments and deductibles)


62.9



66.2100.0
%


100.0
%     December 31,


March 31,2006


20070 to 60 days


49.3
%


47.9
%61 to 150 days


21.3



18.2Over 150 days


29.4



33.9100.0
%


100.0
%     
    Physician Recruitment and
    Retention.  Recruiting and retaining both primary
    care physicians and specialists for our non-urban communities is
    a key to increasing revenues, patient volumes and the value that
    the communities place on our hospitals. The medical staffs at
    our hospitals are typically small and our revenues are
    negatively affected by the loss of physicians. Our management
    believes that continuing to add specialists should help our
    hospitals increase volumes by offering new services. For the
    three months ended March 31, 2007, we recruited 82 new
    admitting physicians, and spent $6.8 million in cash on
    physician recruitment, including physician minimum revenue
    guarantee payments. We plan to recruit approximately 173 new
    admitting physicians during 2007.    AdmittingPhysiciansDecember 31, 2006


2,064Recruited and started


24Departed


(21
)March 31, 2007


2,067   
    Substantial Indebtedness.  Our consolidated
    debt was $1,656.2 million as of March 31, 2007, and we
    incurred $26.7 million of net interest expense during the
    three months ended March 31, 2007. Our substantial
    indebtedness increases our cost of capital, decreases our net
    income and reduces the amount of funds available for operations,
    capital expenditures and future acquisitions. We are in
    compliance with our financial debt covenants as of
    March 31, 2007 and believe we will be in compliance with
    them throughout 2007. It is not our intent to maintain large
    cash balances and we will focus on reducing our indebtedness
    throughout 2007.
    Joint Commission Accreditation.  Our hospitals
    are subject to periodic accreditation surveys by the Joint
    Commission. Recently, the Joint Commission has revised some of
    the standards and scoring guidelines it uses in determining
    accreditation status. The Joint Commission recently inspected
    DRMC and identified a number of requirements for improvement,
    which could result in a denial of accreditation if not
    addressed. We are working collaboratively with the Joint
    Commission to address the requirements for improvement. The
    Joint Commission has indicated that it will issue a final
    determination reflecting DRMCs ultimate accreditation
    status. Until that time, DRMC remains accredited. 24




---



##### Table of Contents




    Medicare Changes.  We have experienced changes
    with respect to governmental reimbursement that are affecting
    our growth. Effective October 1, 2005, Centers for Medicare
    and Medicaid Services (CMS) expanded the post-acute
    transfer policy from 30 diagnosis related groups
    (DRGs) to 182 DRGs resulting in an approximate
    $6.0 million reduction in our Medicare inpatient
    prospective payments for federal fiscal year 2006. CMS
    further expanded the list to 192 DRGS during FFY 2007; however,
    we do not anticipate any material increase in payment reductions
    for 2007. On April 13, 2007, CMS issued its hospital
    inpatient prospective payment system proposed rule for federal
    fiscal year 2008. Among other items, CMS is proposing the
    creation of 745 new Medicare severity DRGs, to replace the
    current 538 DRGs. If this rule is adopted as proposed, we may
    incur significant payment reductions to our Medicare acute
    inpatient hospital reimbursement. Part I, Item 1.
    Business, Sources of Revenuein our
    2006 Annual Report on
    Form 10-K
    contains a detailed discussion of provisions that affect our
    Medicare reimbursement.
    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 other clinical
    positions, we are required to use contract labor to ensure
    adequate patient care. Contract labor generally costs more per
    hour than employed labor. Additionally, we have incurred an
    increase in professional fees for anesthesiology, radiology and
    emergency room services. We have adopted a number of human
    resources strategies in an attempt to improve our ability to
    recruit and retain nursing and other clinical personnel.
    However, we expect that staffing issues related to nurses and
    other clinical personnel will continue in the future.
    Challenges in Professional and General Liability
    Costs.  Professional and general liability costs
    remain a challenge to us, and we expect this pressure to
    continue in the future. 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.
    Increases in Supply Costs.  During the past few
    years, we have experienced an increase in supply costs per
    equivalent admission, especially in the areas of pharmaceutical,
    orthopedic, oncology and cardiac supplies. We participate in a
    group purchasing organization in an attempt to achieve lower
    supply costs from our vendors. Because of the fixed
    reimbursement nature of most governmental and commercial payor
    arrangements, we may not be able to recover supply cost
    increases through increased revenues.
    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-IT for information systems integration pursuant to our
    contractual arrangement for information technology services.  Summary
    Revenue
    Sources
  Business Form 10-K
 25




---



##### Table of Contents



Critical
    Accounting Estimates
    
    it requires assumptions to be made that were uncertain at the
    time the estimate was made; and
    changes in the estimate or different estimates that could have
    been made could have a material impact on our consolidated
    results of operations or financial condition.  Form 10-K
  
    Allowance for doubtful accounts and provision for doubtful
    accounts;
    Revenue recognition/Allowance for contractual discounts;
    Accounting for stock-based compensation;
    Goodwill and accounting for business combinations;
    Professional and general liability claims; and
    Accounting for income taxes.  Critical
    Accounting Estimate Update
  Accounting
    for Income Taxes
   26




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##### Table of Contents



Subsequent
    Event
    Results
    of Operations
  Managements Discussion and Analysis of Financial
    Condition and Results of Operations
  Admissions.
  bps.
  Continuing operations.
  Emergency room visits.
  Equivalent admissions.
  ESOP.
  Medicare case mix index.
  N/A. .
  N/M.
  Outpatient surgeries.
  Same-hospital.
 27




---



##### Table of Contents



Operating
    Results Summary
    Three Months Ended March 31,2006


2007% of





% ofAmount


Revenues


Amount


RevenuesRevenues

$
586.6



100.0
%

$
669.3



100.0
%Salaries and benefits


229.8



39.2



260.0



38.8Supplies


82.5



14.1



93.0



13.9Other operating expenses


94.9



16.1



116.7



17.5Provision for doubtful accounts


67.8



11.6



75.6



11.3Depreciation and amortization


31.5



5.4



33.3



4.9Interest expense, net


23.1



3.9



26.7



4.0529.6



90.3



605.3



90.4Income from continuing operations
    before minority interests and income taxes


57.0



9.7



64.0



9.6Minority interests in earnings of
    consolidated entities


0.3







0.3



0.1Income from continuing operations
    before income taxes


56.7



9.7



63.7



9.5Provision for income taxes


22.7



3.9



25.9



3.8Income from continuing operations

$
34.0



5.8
%

$
37.8



5.7
%   For
    the Quarters Ended March 31, 2006 and 2007
  Revenues
        Three Months Ended





%March 31,


Increase


Increase2006


2007


(Decrease)


(Decrease)Revenues:Same-hospital

$
586.6


$
620.9


$
34.3



5.9
%Two former HCA facilities






47.6



47.6



N/MOther






0.8



0.8



N/M$
586.6


$
669.3


$
82.7



14.1  28




---



##### Table of Contents



ContinuingOperations


Same-Hospital2006


2007


2006


2007Medicare


36.5
%


34.1
%


36.5
%


33.9
%Medicaid


9.3



9.5



9.3



9.6HMOs, PPOs and other private
    insurers


37.3



41.6



37.3



41.1Self-Pay


12.9



11.9



12.9



12.4Other


4.0



2.9



4.0



3.0100.0
%


100.0
%


100.0
%


100.0
%     %Three Months Ended March 31,


Increase


Increase2006


2007


(Decrease)


(Decrease)Admissions:Same-hospital


47,664



47,864



200



0.4
%Continuing operations


47,664



52,601



4,937



10.4Equivalent admissions:Same-hospital


90,752



92,425



1,673



1.8Continuing operations


90,752



100,521



9,769



10.8Revenues per equivalent admission:Same-hospital

$
6,463


$
6,718


$
255



3.9Continuing operations

$
6,463


$
6,658


$
195



3.0Medicare case mix index:Same-hospital


1.25



1.26



0.01



0.8Continuing operations


1.25



1.24



(0.01
)


(0.8
)Average length of stay (days):Same-hospital


4.3



4.3







Continuing operations


4.3



4.3







Inpatient surgeries:Same-hospital


13,534



13,709



175



1.3Continuing operations


13,534



15,086



1,552



11.5Outpatient surgeries:Same-hospital


34,010



34,450



440



1.3Continuing operations


34,010



37,262



3,252



9.6Emergency room visits:Same-hospital


202,416



210,319



7,903



3.9Continuing operations


202,416



226,124



23,708



11.7Outpatient factor:Same-hospital


1.90



1.93



0.03



1.6Continuing operations


1.90



1.91



0.01



0.5  29




---



##### Table of Contents



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





% of


Increase


% Increase2006


Revenues


2007


Revenues


(Decrease)


(Decrease)Salaries and benefits:Salaries and wages

$
173.1



29.5
%

$
198.7



29.7
%

$
25.6



14.8
%Stock-based compensation


3.2



0.5



3.6



0.5



0.4



12.4Employee benefits


38.4



6.6



40.4



6.0



2.0



5.3Contract labor


10.8



1.9



13.4



2.0



2.6



24.3ESOP expense


4.3



0.7



3.9



0.6



(0.4
)


(8.8
)$
229.8



39.2
%

$
260.0



38.8
%

$
30.2



13.2Continuing operations:Man-hours
    per equivalent admission


88.4



N/A



87.5



N/A



(0.9
)


(1.0
)Salaries and benefits per
    equivalent admission

$
2,388



N/A


$
2,462



N/A


$
74



3.1Corporate office salaries and
    benefits

$
10.3



1.8
%

$
11.5



1.7
%

$
1.2



11.4Same-hospital:Salaries and wages

$
166.3



28.4
%

$
176.0



28.3
%

$
9.7



5.8Stock-based compensation


0.9



0.1



0.9



0.1







4.7Employee benefits


37.5



6.4



36.4



5.9



(1.1
)


(2.9
)Contract labor


10.7



1.8



13.3



2.1



2.6



23.9ESOP expense


4.1



0.7



3.4



0.6



(0.7
)


(16.3
)$
219.5



37.4
%

$
230.0



37.0
%

$
10.5



4.8Same-hospital:Man-hours
    per equivalent admission


88.4



N/A



87.2



N/A



(1.2
)


(1.4
)Salaries and benefits per
    equivalent admission

$
2,388



N/A


$
2,477



N/A


$
89



3.7      30




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##### Table of Contents



Supplies
    Three MonthsEndedMarch 31,


Increase


% Increase2006


2007


(Decrease)


(Decrease)Continuing operations:Supplies

$
82.5


$
93.0


$
10.5



12.7
%Supplies as a percentage of
    revenues


14.1
%


13.9
%


(20)bps



N/MSupplies per equivalent admission

$
907


$
928


$
21



2.3
%Same-hospital:Supplies

$
82.5


$
85.1


$
2.6



3.2
%Supplies as a percentage of
    revenues


14.1
%


13.7
%


(40)bps



N/MSupplies per equivalent admission

$
907


$
925


$
18



2.0
%    31




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##### Table of Contents



Other
    Operating Expenses
    Three Months Ended March 31,% of





% of


Increase


% Increase2006


Revenues


2007


Revenues


(Decrease)


(Decrease)Other operating expenses:Professional fees

$
9.6



1.6
%

$
15.1



2.3
%

$
5.5



57.2
%Utilities


11.9



2.0



12.0



1.8



0.1



0.5Repairs and maintenance


11.0



1.9



13.4



2.0



2.4



21.6Rents and leases


5.8



1.0



6.9



1.0



1.1



18.4Insurance


6.5



1.1



5.8



0.9



(0.7
)


(9.4
)Physician recruiting


5.0



0.9



3.8



0.6



(1.2
)


(23.7
)Contract services


26.9



4.6



36.5



5.5



9.6



35.7Non-income taxes


7.6



1.3



9.9



1.5



2.3



30.0Other


10.6



1.7



13.3



1.9



2.7



25.9$
94.9



16.1
%

$
116.7



17.5
%

$
21.8



23.0Corporate office other operating
    expenses

$
5.7



1.0
%

$
7.5



1.1
%

$
1.8



33.0Same-hospital other operating
    expenses:Professional fees

$
9.5



1.6
%

$
13.9



2.2
%


4.4



46.6Utilities


11.7



2.0



11.1



1.8



(0.6
)


(5.2
)Repairs and maintenance


10.9



1.9



12.3



2.0



1.4



12.4Rents and leases


5.2



0.9



5.9



0.9



0.7



13.9Insurance


5.8



0.9



5.3



0.9



(0.5
)


(8.4
)Physician recruiting


5.0



0.9



3.7



0.6



(1.3
)


(26.6
)Contract services


25.6



4.4



30.9



5.0



5.3



20.9Non-income taxes


7.5



1.2



8.4



1.4



0.9



11.7Other


8.0



1.3



9.3



1.5



1.3



15.2$
89.2



15.1
%

$
100.8



16.3
%

$
11.6



12.9    32




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##### Table of Contents



Provision
    for Doubtful Accounts
    Three MonthsEndedMarch 31,


Increase


% Increase2006


2007


(Decrease)


(Decrease)Continuing operations:Provision for doubtful accounts

$
67.8


$
75.6


$
7.8



11.4
%Percentage of revenues


11.6
%


11.3
%


(30)bps



N/MCharity care write-offs

$
6.0


$
14.9


$
8.9



148.7
%Same-hospital:Provision for doubtful accounts

$
67.8


$
70.4


$
2.6



3.8
%Percentage of revenues


11.6
%


11.3
%


(30)bps



N/MCharity care write-offs

$
6.0


$
12.5


$
6.5



107.5
%   Managements Discussion and Analysis of
    Financial Condition and Results of Operations Form 10-K.
  Depreciation
    and Amortization
    Three MonthsEndedMarch 31,


Increase


% Increase2006


2007


(Decrease)


(Decrease)Same-hospital

$
30.9


$
29.8


$
(1.1
)


(3.3
)%Two former HCA facilities






1.7



1.7



N/ACorporate office


0.6



1.8



1.2



214.3$
31.5


$
33.3


$
1.8



5.9    33




---



##### Table of Contents



Interest
    Expense
    Three MonthsEndedMarch 31,


Increase2006


2007


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

$
20.3


$
25.3


$
5.0Province
    71/2% senior
    subordinated notes


0.1



0.1



31/4% convertible
    senior subordinated debentures


1.8



1.8



Other


0.1



0.6



0.522.3



27.8



5.5Amortization of deferred loan costs


1.3



1.3



Less:Discontinued operations interest
    expense allocation


(0.1
)


(1.4
)


(1.3
)Interest income


(0.3
)


(0.3
)


Capitalized interest


(0.1
)


(0.7
)


(0.6
)$
23.1


$
26.7


$
3.6     Provision
    for Income Taxes
    Three MonthsEndedMarch 31,


Increase2006


2007


(Decrease)Provision for income taxes

$
22.7


$
25.9


$
3.2Effective income tax rate


40.0
%


40.7
%


70bps     Liquidity
    and Capital Resources
  Liquidity
     34




---



##### Table of Contents



Three Months EndedMarch 31,2006


2007Net cash flows provided by
    continuing operating activities

$
55.3


$
53.7Less: Purchase of property and
    equipment


(50.1
)


(32.0
)Free operating cash flow


5.2



21.7Acquisitions


(3.5
)


Proceeds from sale of hospitals


19.9



0.1Proceeds from borrowings


10.0



40.0Payments on borrowings


(10.0
)


(52.4
)Proceeds from exercise of stock
    options


0.3



1.0Other


0.9



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


(0.1
)


10.1Net increase in cash and cash
    equivalents

$
22.7


$
20.7     Working
    Capital
    December 31,


March 31,2006


2007Total current assets

$
619.3


$
653.2Total current liabilities


304.3



262.5Net working capital

$
315.0


$
390.7Current ratio


2.04



2.49   Capital
    Expenditures
   35




---



##### Table of Contents



Three Months EndedMarch 31,2006


2007Capital projects

$
30.8


$
22.2Routine


13.7



8.4Information systems


5.6



1.4$
50.1


$
32.0Depreciation expense

$
31.1


$
32.6Ratio of capital expenditures to
    depreciation expense


161.1
%


98.2
%     Debt
    December 31,


Proceeds from


Payments of


March 31,2006


Debt Borrowings


Borrowings


2007Senior Credit Facility:Term B Loans

$
1,321.9


$



$
(32.5
)

$
1,289.4Revolving Loans


110.0



40.0



(20.0
)


130.0Provinces
    71/2% Senior
    Subordinated Notes


6.1











6.1Provinces
    41/4% Convertible
    Subordinated Notes


0.1











0.131/4% Convertible
    Senior Subordinated Debentures


225.0











225.0Other, including capital leases


5.8







(0.2
)


5.6$
1,668.9


$
40.0


$
(52.7
)

$
1,656.2  36




---



##### Table of Contents



December 31,


March 31,


Increase2006


2007


(Decrease)Current portion of long-term debt

$
0.5


$
0.5


$
Long-term debt


1,668.4



1,655.7



(12.7
)Total debt


1,668.9



1,656.2



(12.7
)Total stockholders equity


1,450.0



1,485.9



35.9Total capitalization

$
3,118.9


$
3,142.1


$
23.2Total debt to total capitalization


53.5
%


52.7
%


(80)bpsPercentage of:Fixed rate debt


14.2
%


14.3
%Variable rate debt(a)


85.8



85.7100.0
%


100.0
%Percentage of:Senior debt


86.1
%


86.0
%Subordinated debt


13.9



14.0100.0
%


100.0
%     (a)
    
    Effective November 30, 2006, we entered into an interest
    swap agreement to mitigate our floating rate risk on a portion
    of our outstanding variable rate borrowings which has the effect
    of converting $900.0 million of our variable rate debt to
    an annual fixed rate of 5.585%. The above calculation does not
    consider the effect of our interest rate swap. Our interest rate
    swap has the effect of decreasing our variable rate debt as a
    percentage of our outstanding debt from 85.8% to 31.9% as of
    December 31, 2006 and from 85.7% to 31.4% as of
    March 31, 2007. Please refer to the Capital
    Resources  Interest Rate Swap section below for
    a discussion of our interest rate swap agreement.  Capital
    Resources
  Senior
    Secured Credit Facilities
   37




---



##### Table of Contents



Borrowings
    and Payments
        Letters
    of Credit and Availability
    Interest
    Rates
  and/or
    Covenants
   38




---



##### Table of Contents



Level atMarch 31,Requirement


2007Minimum Interest Coverage Ratio


33.50:1.00



4.46Maximum Total Leverage Coverage
    Ratio


£4.50:1.00



3.36       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
 39




---



##### Table of Contents



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

Notional AmountNovember 30, 2006 to
    November 30, 2007

$
900.0 millionNovember 30, 2007 to
    November 28, 2008

$
750.0 millionNovember 28, 2008 to
    November 30, 2009

$
600.0 millionNovember 30, 2009 to
    November 30, 2010

$
450.0 millionNovember 30, 2010 to
    May 30, 2011

$
300.0 million      40




---



##### 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( −
)


StableJanuary 2007


B2



Ba3



Stable



BB( −
)


Stable



BB( −
)


Stable   Liquidity
    and Capital Resources Outlook
     41




---



##### Table of Contents



Contractual
    Obligations
  Form 10-K.
  Off-Balance
    Sheet Arrangements
    Recently
    Issued Accounting Pronouncements
    Contingencies
    
    Americans with Disabilities Act claim;
    Legal proceedings and general liability claims;
    Physician commitments;
    Capital expenditure commitments; and
    Acquisitions. 42




---



##### Table of Contents



Forward-Looking
    Statements
    
    projections of our revenues, net income, earnings per share,
    capital expenditures, cash flows, debt repayments, interest
    rates, certain operating statistics and data or other financial
    items;
    descriptions of plans or objectives of our management for future
    operations or services, including pending acquisitions and
    divestitures;
    interpretations of Medicare and Medicaid law and their effects
    on our business; and
    descriptions of assumptions underlying or relating to any of the
    foregoing.    
    investment in and integration of our recent acquisitions;
    liabilities associated with and other effects resulting from our
    recent acquisitions;
    future financial performance and condition;
    future liquidity and capital resources;
    future cash flows;
    existing and future debt and equity structure;
    our strategic goals;
    our business strategy and operating philosophy;
    competition with other hospitals companies and other healthcare
    service providers;
    our compliance with federal, state and local regulations;
    our stock compensation arrangements;
    executive compensation;
    our hedging arrangements;
    supply and information technology costs;
    changes in interest rates;
    our plans as to the payment of dividends;
    future acquisitions, dispositions and joint ventures;
    tax-related liabilities;
    industry trends;
    the efforts of insurers and other payors, healthcare providers
    and other to contain healthcare costs;
    reimbursement changes;
    patient volumes and related revenues;
    risk management and insurance;
    recruiting and retention of clinical personnel;
    future capital expenditures;
    expected changes in certain expenses; 43




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##### Table of Contents




    our contractual obligations;
    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
    
    reduction in payments to healthcare providers by government and
    commercial third-party payors, as well as changes in the manner
    in which employers provide healthcare coverage to their
    employees including high deductible plans;
    the possibility of adverse changes in, and requirements of,
    applicable laws, regulations, policies and procedures;
    our ability to manage healthcare risks, including malpractice
    litigation, and the lack of state and federal tort reform;
    the availability, cost and terms of insurance coverage;
    the highly competitive nature of the healthcare business,
    including the competition to recruit and retain physicians and
    other healthcare professionals;
    the ability to attract and retain qualified management and
    personnel;
    the geographic concentration of our operations;
    changes in our operating or expansion strategy;
    the ability to operate and integrate newly acquired facilities
    successfully;
    the availability and terms of capital to fund our business
    strategy;
    changes in our liquidity or the amount or terms of our
    indebtedness and in our debt credit ratings;
    the potential adverse impact of government investigations and
    litigation involving the business practices of healthcare
    providers, including whistleblowers investigations;
    changes in generally accepted accounting principles or practices;
    volatility in the market value of our common stock; 44




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##### Table of Contents




    changes in general economic conditions in the markets we serve;
    our reliance on information technology systems maintained by
    HCA-IT;
    the costs of complying with the Americans with Disabilities Act;
    possible adverse rulings, judgments, settlements and other
    outcomes of pending litigation; and
    those risks and uncertainties described from time to time in our
    filings with the SEC.  Item 3.
    Quantitative
    and Qualitative Disclosures about Market Risk.  Interest
    Rates
    1 4
   Item 4.  Controls
    and Procedures.  Rule 13a-15.
   PART II 
    OTHER INFORMATION  Item 1.
    Legal
    Proceedings.  General.
 45




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##### Table of Contents



Americans with Disabilities Act Claims. facility-by-facility
    Item 1A.
    Risk
    Factors.  Form 10-K.
  Item 6.
    Exhibits.  ExhibitNumber

Description3
.1

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

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

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

Form of
    31/4%
    Convertible Senior Subordinated Debenture due 2025 (included as
    part of Exhibit 4.8 hereto) (incorporated by reference from
    exhibits to LifePoint Hospitals Current Report on
    Form 8-K
    dated August 10, 2005, File
    No. 000-512514
.3

Registration Rights Agreement,
    dated August 10, 2005, between LifePoint Hospitals, Inc.
    and Citigroup Global Markets Inc. as Representatives of the
    Initial Purchasers (incorporated by reference from exhibits to
    LifePoint Hospitals Current Report on
    Form 8-K
    dated August 10, 2005, File
    No. 000-512514
.4

Rights Agreement, dated as of
    April 15, 2005, by and between LifePoint Hospitals, Inc.
    and National City Bank, as Rights Agent (incorporated by
    reference from exhibits to the Registration Statement on
    Form S-8
    filed by Historic LifePoint Hospitals, Inc. on April 15,
    2005, File
    No. 333-124093 46




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##### Table of Contents



ExhibitNumber

Description4
.5

Subordinated Indenture, dated as
    of May 27, 2003, between Province Healthcare Company and
    U.S. Bank Trust National Association, as Trustee
    (incorporated by reference from exhibits to Province Healthcare
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2003, File
    No. 001-31320)4
.6

First Supplemental Indenture to
    Subordinated Indenture, dated as of May 27, 2003, by and
    among Province Healthcare Company and U.S. Bank National
    Association, as Trustee, relating to Province Healthcare
    Companys
    71/2%
    Senior Subordinated Notes due 2013 (incorporated by reference
    from exhibits to Province Healthcare Companys Quarterly
    Report on
    Form 10-Q
    for the quarter ended June 30, 2003, File
    No. 001-313204
.7

Second Supplemental Indenture to
    Subordinated Indenture, dated as of April 1, 2005, by and
    among Province Healthcare Company and U.S. Bank National
    Association, as Trustee (incorporated by reference from exhibits
    to Province Healthcare Companys Current Report on
    Form 8-K
    dated April 5, 2005, File
    No. 001-313204
.8

Indenture, dated as of
    October 10, 2001, between Province Healthcare Company and
    National City Bank, including the forms of Province Healthcare
    Companys
    41/4%
    Convertible Subordinated Notes due 2008 (incorporated by
    reference from exhibits to the Registration Statement on
    Form S-3,
    filed by Province Healthcare Company on December 20, 2001,
    File
    No. 333-756464
.9

First Supplemental Indenture,
    dated as of April 15, 2005, by and among Province
    Healthcare Company, LifePoint Hospitals, Inc. and U.S. Bank
    National Association (as successor in interest to National City
    Bank), as trustee to the Indenture dated as of October 10,
    2001, relating to Province Healthcare Companys
    41/4%
    Convertible Subordinated Notes due 2008 (incorporated by
    reference from exhibits to the Historic LifePoint Hospitals,
    Inc. Current Report on
    Form 8-K
    dated April 15, 2005, File
    No. 000-298184
.10

Indenture, dated August 10,
    2005, between LifePoint Hospitals, Inc. and Citibank, N.A., as
    Trustee (incorporated by reference from exhibits to LifePoint
    Hospitals Current Report on
    Form 8-K
    dated August 10, 2005, File
    No. 000-5125110
.1

Form of LifePoint Hospitals, Inc.
    Nonqualified Stock Option Agreement31
.1

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

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

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

Certification of the Chief
    Accounting Officer of LifePoint Hospitals, Inc. Pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.  47




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##### Table of Contents



SIGNATURES
      By:
    /s/  Gary
    D. Willis       48




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##### Table of Contents



EXHIBIT INDEX
  ExhibitNumber

Description3
.1

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

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

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

Form of
    31/4%
    Convertible Senior Subordinated Debenture due 2025 (included as
    part of Exhibit 4.8 hereto) (incorporated by reference from
    exhibits to LifePoint Hospitals Current Report on
    Form 8-K
    dated August 10, 2005, File
    No. 000-512514
.3

Registration Rights Agreement,
    dated August 10, 2005, between LifePoint Hospitals, Inc.
    and Citigroup Global Markets Inc. as Representatives of the
    Initial Purchasers (incorporated by reference from exhibits to
    LifePoint Hospitals Current Report on
    Form 8-K
    dated August 10, 2005, File
    No. 000-512514
.4

Rights Agreement, dated as of
    April 15, 2005, by and between LifePoint Hospitals, Inc.
    and National City Bank, as Rights Agent (incorporated by
    reference from exhibits to the Registration Statement on
    Form S-8
    filed by Historic LifePoint Hospitals, Inc. on April 15,
    2005, File
    No. 333-1240934
.5

Subordinated Indenture, dated as
    of May 27, 2003, between Province Healthcare Company and
    U.S. Bank Trust National Association, as Trustee
    (incorporated by reference from exhibits to Province Healthcare
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2003, File
    No. 001-31320)4
.6

First Supplemental Indenture to
    Subordinated Indenture, dated as of May 27, 2003, by and
    among Province Healthcare Company and U.S. Bank National
    Association, as Trustee, relating to Province Healthcare
    Companys
    71/2%
    Senior Subordinated Notes due 2013 (incorporated by reference
    from exhibits to Province Healthcare Companys Quarterly
    Report on
    Form 10-Q
    for the quarter ended June 30, 2003, File
    No. 001-313204
.7

Second Supplemental Indenture to
    Subordinated Indenture, dated as of April 1, 2005, by and
    among Province Healthcare Company and U.S. Bank National
    Association, as Trustee (incorporated by reference from exhibits
    to Province Healthcare Companys Current Report on
    Form 8-K
    dated April 5, 2005, File
    No. 001-313204
.8

Indenture, dated as of
    October 10, 2001, between Province Healthcare Company and
    National City Bank, including the forms of Province Healthcare
    Companys
    41/4%
    Convertible Subordinated Notes due 2008 (incorporated by
    reference from exhibits to the Registration Statement on
    Form S-3,
    filed by Province Healthcare Company on December 20, 2001,
    File
    No. 333-756464
.9

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




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##### Table of Contents



ExhibitNumber

Description4
.10

Indenture, dated August 10,
    2005, between LifePoint Hospitals, Inc. and Citibank, N.A., as
    Trustee (incorporated by reference from exhibits to LifePoint
    Hospitals Current Report on
    Form 8-K
    dated August 10, 2005, File
    No. 000-5125110
.1

Form of LifePoint Hospitals, Inc.
    Nonqualified Stock Option Agreement31
.1

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

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

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

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