UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  x                             Filed by a Party other than the Registrant  ¨

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨ Definitive Proxy Statement

x Definitive Additional Materials

¨ Soliciting Material Pursuant to § 240.14a-12

Health Management Associates, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x	No fee required.
¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
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	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
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	(4)	Date Filed:

This

presentation

is

provided

for

the

recipient

only

and

cannot

be

reproduced

or

shared

without

Health

Management

Associates,

Inc.’s

expressed

consent

©

2013 Health Management Associates, Inc.

Creating Shareholder Value

Presentation by the Health Management Board of Directors

©

2013 Health Management Associates, Inc..

2

Forward-looking statements

This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act

of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking

statements are subject to risks, uncertainties and assumptions and are identified by words such as “expects,”

“estimates,”

“projects,”

“anticipates,”

“believes,”

“intends,”

“plans,”

“may,”

“continues,”

“should,”

“could”

and other similar words. All statements addressing operating performance, events or developments that Health

Management Associates, Inc. (“Health Management”) expects or anticipates will occur in the future, including

but not limited to incurrence of indebtedness, projections of revenue, income or loss, capital expenditures,

earnings per share, debt structure, bad debt expense, capital structure, repayment of indebtedness, the

amount and timing of funds under the meaningful use measurement standard of various HCIT incentive

programs, other financial items and operating statistics, statements regarding the plans and objectives of

management

for

future

operations,

innovations,

or

market

service

development,

statements

regarding

acquisitions,

joint

ventures,

divestitures

and

other

proposed

or

contemplated

transactions

(including

but

not

limited to statements regarding the potential for future acquisitions and perceived benefits of acquisitions),

statements of future economic performance, statements regarding legal proceedings and other loss

contingencies,

statements

regarding

market

risk

exposures,

statements

regarding

the

effects

and/or

interpretations of recently enacted or future health care laws and regulations, statements of the assumptions

underlying or relating to any of the foregoing statements, and other statements that are other than statements

of historical fact, are considered to be “forward-looking statements.”

Because they are forward-looking, such statements should be evaluated in light of important risk factors and

uncertainties. These risk factors and uncertainties are more fully described in Health Management’s most

recent

Annual

Report

on

Form

10-K,

including

under

the

heading

entitled

“Risk

Factors.”

Should

one

or

more

of

these risks or uncertainties materialize, or should any of Health Management’s underlying assumptions prove

incorrect, actual results could vary materially from those currently anticipated. In addition, undue reliance

should not be placed on Health Management’s forward-looking statements. Except as required by law, Health

Management disclaims any obligation to update its risk factors or to publicly announce updates to the forward-

looking statements contained herein to reflect new information, future events or other developments.

©

2013 Health Management Associates, Inc..

3

Additional information

Health Management and its directors and executive officers are deemed to be participants

in the solicitation of consent revocations from Health Management stockholders in

connection with the consent solicitation conducted by Glenview Capital Partners, L.P. and

certain of its affiliates. Health Management filed, on July 19, 2013, a definitive consent

revocation statement with the SEC in response to the consent solicitation conducted by

Glenview Capital Partners, L.P. and certain of its affiliates. STOCKHOLDERS ARE URGED

TO READ THE CONSENT REVOCATION STATEMENT AND ACCOMPANYING WHITE CONSENT

REVOCATION CARD (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY

OTHER RELEVANT DOCUMENTS THAT HEALTH MANAGEMENT WILL FILE WITH THE SEC WHEN

THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

Information about Health Management executive officers and directors, and their direct or

indirect interests, by security holdings or otherwise, is set forth (i) in the definitive

consent revocation statement, (ii) in the proxy statement for Health Management’s 2013

Annual Meeting of Stockholders, which was filed with the SEC on April 4, 2013, and (iii) in

other

materials

to

be

filed

with

the

SEC.

Investors

and

security

holders

may

obtain

free

copies of these documents (when they are available) and other documents filed with the

SEC at the SEC’s web site at www.sec.gov. In addition, the documents filed by Health

Management with the SEC may be obtained free of charge by contacting Health

Management

at

Health

Management,

Attn:

Investor

Relations,

(239)

598-3131.

Health

Management’s filings with the SEC are also available on its website at ir.hma.com.

©

2013 Health Management Associates, Inc..

4

I.

Business Performance Overview

II.

Health Management Board and Governance Drive Value

III.

Strong Operational Performance and Shareholder Returns

IV.

Strategic Positioning for Success

V.

Summary

Agenda

©

2013 Health Management Associates, Inc..

5

I.

Business Performance Overview

*

*

*

*

*

*

*

*

*

*

*

*

*

*

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2013 Health Management Associates, Inc..

6

Health Management has achieved consistent growth and solid business results

despite a challenging and evolving healthcare environment

»

Sustained revenue and adjusted EBITDA growth, and stock performance outpacing

major indices through the past several years, including the financial downturn

»

Outstanding cost structure, operating margins and return on invested capital

»

Comprehensive and aggressive response to regulatory issues

»

Board has consistently delivered value creation initiatives, including special

dividend, accretive acquisitions and strategic partnerships

»

Together Board and management team continue to drive attractive growth/business

development opportunities, operational improvements and the highest-quality

medical care

The Health Management Board is currently engaged in a review of

strategic alternatives and opportunities that should be completed

without distraction

Overview

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2013 Health Management Associates, Inc..

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Leading hospital operator with record of growth and

value creation

•

A focus on non-urban markets

•

71 hospitals in 15 states

•

Located primarily in the southeastern U.S.

•

Strong presence in areas with favorable

demographic trends

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2013 Health Management Associates, Inc..

8

Long-term history of performance and growth

Net Revenue

(1)

(millions)

1

Net Revenue before provision for doubtful accounts

2

See Appendix

SOURCE:  Company Reports

Adjusted EBITDA

(2)

(millions)

©

2013 Health Management Associates, Inc..

9

•

Demonstrated record of strategic actions to create value:

»

Creating efficiencies through scale across 71 hospital locations

»

Successful turnarounds of acquired hospital operations

»

Industry-leading cost structure and financial performance 

»

High quality of care

»

Greater returns than S&P 500 and S&P Health Care indices since December

2007

•

Capital allocation strategy has also supported value creation goals:

»

Completed accretive acquisitions

»

Entered strategic partnerships

»

Returned $10 per share via $2.4 billion special dividend in March 2007

Focused on shareholder value creation

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2013 Health Management Associates, Inc..

10

History of dividend and share repurchases

in millions, 1999-2007

SOURCE:  Company Reports

•

Over several years (1999-2007), Health Management

repurchased over one-half billion in stock

•

In that same period, the company paid $2.6 billion in dividends,

including $2.4 billion in 2007

Share Repurchase

Dividend

$  559.2

$  2,575.7

©

2013 Health Management Associates, Inc..

11

II.

Health Management Board and

Governance Drive Shareholder Value

©

2013 Health Management Associates, Inc..

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Kent P. Dauten –

Managing Director, Keystone Capital

Investor with transactional, capital markets and financial experience

Pascal

J.

Goldschmidt,

MD

–

Senior

VP

for

Medical

Affairs

and

Dean

of

the

University

of

Miami

School

of

Medicine

Distinguished

physician

who

serves

as

head

of

a

major

healthcare

system

and

a

premier

medical

school

Donald E. Kiernan –

Former Chief Financial Officer, SBC Communications

Long-time senior-level financial and accounting executive with diverse expertise

Robert A. Knox –

Senior Managing Director, Cornerstone Equity Investors

Investor with extensive business leadership and investment/financial experience

Vicki

A.

O’Meara

–

Executive

Vice

President

and

President

of

Services

&

Solutions,

Pitney

Bowes

Business leader and attorney, experienced as corporate general counsel and in senior government positions

William J. Schoen –

Chairman of the Board of Directors, Health Management Associates

One of Health Management’s founders and a former CEO with extensive experience in healthcare and the

industrial sector

William C. Steere Jr. –

Chairman Emeritus, Pfizer

Former chairman and CEO of one of the healthcare industry’s leading companies

Randolph W. Westerfield, Ph.D. –

Dean Emeritus, Professor at the University of Southern California

Marshall School  of Business                                   

Distinguished long-time dean and faculty member at prestigious business schools

Board of Directors with history of value creation

Directors were re-elected on May 21 with near-unanimous support, excluding Glenview

Health Management’s Board is comprised of individuals who combine relevant business and

healthcare

experience,

with

exceptional

judgment,

to

create

long-term

value

©

2013 Health Management Associates, Inc..

13

•

All directors independent (except CEO)

•

Separate chairman and CEO, and lead director

•

Annual election of all directors; No staggered Board -

promoting consistency

and longevity; protecting shareholders

•

Shareholders have right to call special meetings, act by written

consent

•

ISS supported management’s “Say on Pay”

resolution, provided strongest

support rating of “Low Concern”

with respect to pay-for-performance and

compensation risk

Health Management’s corporate governance reflects

best practices that promote shareholder interests

•

Health

Management

given

a

QuickScore

Governance Rating of 1 by ISS,

reflecting

lowest risk ratings on scale from 1 to 10. 

Also earned Compensation Pillar

QuickScore

of 1,

lowest risk rating

•

CEO pay was 0.88x median compensation,

per ISS peer group analysis

©

2013 Health Management Associates, Inc..

14

Health Management continues to be led by dynamic, experienced and

accomplished executives at all levels of the organization

»

Corporate-level

executives

with

long

and

successful

track records in the health care industry, leading all of

Health Management’s critical functions

»

Group

Presidents

with

management

teams

oversee

Health Management’s hospital operations in its operating

regions

»

Division

CEOs

and

hospital

CEOs

responsible

for

the

efficient operations of Health Management’s 71 hospitals

and, above all, ensuring quality of care

Executive

leadership

Group

leadership

Hospital

leadership

Deep bench, long-tenured local market leadership

Health Management executives are successfully

navigating the company through an evolving and

challenging healthcare environment

©

2013 Health Management Associates, Inc..

15

III.

Strong Operational Performance and

Shareholder Returns

*

*

*

*

*

*

*

*

*

*

*

*

©

2013 Health Management Associates, Inc..

16

Recent performance reflects growth story

2009

SOURCE: Annual Reports

Continuing Operations

CAGR³

(%)

7,469

6,216

678

Total

revenue¹

($

Millions)

Revenues per AA ($)

Operating

costs²

per

AA

($)

Adjusted

EBITDA³

($

Millions)

8,485

7,095

963

4,050

5,878

1

Net revenue, less  the provision for doubtful accounts

2

Operating costs include salaries and benefits, supplies, rent, and other operating cost line items

3

Compound annual growth rate calculated using 2009 –

2012

2012

Revenues have

been growing…

Margins have  been

preserved…

Adjusted EBITDA

has increased…

©

2013 Health Management Associates, Inc..

17

Strengthening financial profile following $2.4 billion

special dividend to shareholders

Leverage

(Debt/EBITDA)

Interest Coverage

(EBITDA/Interest Expense)

SOURCE:  Company Reports

*Note: Health Management returned $2.4 billion to shareholders via a $10 per share one-time special cash

dividend on March 1, 2007

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2013 Health Management Associates, Inc..

18

Health Management continues to lead in operating

margin vs. peers

EBITDA margin, 2009 -

2012

2012

2011

2010

2009

Percent

SOURCE: Quarterly Reports on Form 10-Q and/or Annual Reports on Form 10-K

*VHS based on FYE 6/30

Peer group excludes HCA given difference in asset and market type

HMA

CFA Level II curriculum, 2013

“EV/EBITDA is a valuation indicator for the

overall company rather than solely its common

stock.”

©

2013 Health Management Associates, Inc..

19

Health Management continues to lead in returns on

invested capital vs. peers

SOURCE: Compustat; ROIC Methodology adopted by Valuation; Independent analyses

Peer group excludes HCA given difference in asset and market type

*Jiang & Koller (2007). How to Choose Between Growth and ROIC. McKinsey on Finance Anthology 2011

ROIC (including goodwill)

2012

2011

2010

2009

Percent, without capitalized operating leases

HMA

“Value-minded executives know that although

growth is good, returns on invested capital (ROIC)

can be an equally –

or still more –

important

indicator of value creation.”

McKinsey on Finance Anthology 2011*

©

2013 Health Management Associates, Inc..

20

Health Management maintains efficient cost structure

vs. peers

2012

SOURCE: Quarterly Reports on Form 10-Q and/or Annual Reports on Form 10-K

Peer group excludes HCA given difference in asset and market type

Average cost per Adjusted

Admission (AA)¹

THC

CYH

HMA

VHS

LPNT

$ 6,305

$ 7,095

$ 10,479

$ 9,964

$ 8,211

1

Cost per AA without a case mix adjustment or local market differences

$ 8,411

Avg

Average

Peer average cost per AA is 19%

higher than Health Management

©

2013  Health Management Associates, Inc..

21

Total return to shareholders based on stock price

(Includes reinvestment of dividends)

Comparison of Cumulative Five Year Total Return

SOURCE: Company reports; prepared by Capital IQ (S&P)

©

2013  Health Management Associates, Inc..

22

IV.

Strategic Positioning for Success

*

*

*

*

*

*

*

*

*

*

*

*

*

*

©

2013  Health Management Associates, Inc..

23

•

Strong presence in growth markets

•

Net beneficiary of healthcare reform

•

Ongoing strategic franchise development via successful acquisitions

•

Expanding clinical and non-acute affiliations position for population

health management

•

Quality clinical programs across portfolio

•

Forward-looking plan for success

Health Management is well-positioned for continued

success in evolving market

©

2013  Health Management Associates, Inc..

24

Strong portfolio presence in growth areas

Note: Includes trends like inpatient to outpatient shifts, epidemiological trends, public policy, etc.

SOURCE: Independent Analysis -

proprietary modeling/methodologies

% CAGR, 2011-2016 Inpatient admissions, growth by county

Health Management

hospitals by

area growth prospects

1.6+

0.8 -

1.6

0 -

0.8

-0.8 -

0

-1.4 -

-0.8

Less than -1.4

12

22

17

15

2

2

©

2013  Health Management Associates, Inc..

25

Net beneficiary of healthcare reform, based on early

view

2016

207

2015

-125

189

-169

-77

175

2014

Government reimbursement

Coverage Shifts

Total Impact in Bold

Annual

impact

on

operating

EBITDA

–Base

Case

1

$ Millions

NOT CUMULATIVE

98

64

38

Impact on EBITDA

1

No expansion in FL, TX,  MS, GA, AL.  Full expansion in all other states

SOURCE: Independent analysis -

proprietary modeling/methodologies

Disclaimer:  projections are not meant to be a definitive, but

a future viewpoint of possible financial impact

Range of impact based on ACA as

originally written -

does not take

into account recent delays of

implementation and state decisions

©

2013 Health Management Associates, Inc..

26

Proven track record of successful partnerships

2009

(in millions)

2010

2011

2012

Net Revenue*

$ 372

$ 845

$ 1,461

EBITDA

$  41

$  75

$    208

*Net Revenue before provision for doubtful accounts

SOURCE:  Company Reports

Growing Revenue & EBITDA  Contribution

©

2013 Health Management Associates, Inc..

27

Bert Fish

Munroe

Bayfront

In exclusive negotiations

Recent Acquisitions

Legend

(in millions)

2011

2012

Net Revenue*

$ 153

$ 657

EBITDA

$    5

$  96

*Net Revenue before provision for doubtful accounts

SOURCE:  Company Reports

Tennova                                                          

Revenue & EBITDA Revenue Contribution

(in millions)

2010

2011

2012

Net Revenue*

$ 118

$ 423

$ 421

EBITDA

$   .4

$  31

$  53

Wuesthoff & Shands                                   

Revenue & EBITDA Contribution

Extending Tennessee franchise

Extending Florida franchise

Enhancing shareholder value through strategic

franchise development

©

2013 Health Management Associates, Inc..

28

Extensive clinical affiliations and non-acute

relationships strengthen population management

Integrated

Healthcare

Organization

•

Clinical Affiliation

•

Ambulatory Care

•

Physician EHR and Practice Management

•

Health Management Home Health Network

•

Alternative Provider Organization

©

2013 Health Management Associates, Inc..

29

•

Completed transaction to partner with the 480-

bed Bayfront Health System in St. Petersburg, FL

•

New Payor Partnership with Florida Blue -

Accountable Provider Organization

•

Signed LOI to Lease 421-bed Munroe Regional

in Ocala, FL

•

Announced Management Services Division

•

Selected to begin exclusive negotiations toward

an agreement to operate 112-bed Bert Fish

Medical Center in New Smyrna Beach, FL

April 2013

May 2013

June 2013

Strong pipeline momentum

©

2013 Health Management Associates, Inc..

30

•

97%* of our hospitals/health systems are accredited by The

Joint Commission and have received Gold Seal of Approval

•

A majority of our hospitals/health systems are Top Performers

on Key Quality Measures

by The Joint Commission

•

27% of our hospitals/health systems have received Chest Pain

Center

Accreditation

by

the

Society

of

Cardiovascular

Patient

Care

or

AHCA

(Florida)

97%

64%

27%

25%

Health Management is a top performer among select investor-owned

organizations in complication rates and core measures

Continually improving quality of care

* 1 hospital applying as replacement facility; 1 hospital recently acquired with no previous TJC accreditation

•

25% of our hospitals/health systems are certified as

Comprehensive/Primary

Stroke

Centers

by

The

Joint

Commission, AHCA (Florida), or OSDH (Oklahoma)

©

2013 Health Management Associates, Inc..

31

The Health Management Board has a forward-looking

plan for success

The Board’s plan responds to the dynamics of today’s healthcare marketplace:

»

Center-led capabilities:

Improving home office capability to take

advantage of scale and improve overall efficiencies and performance

»

Differentiated product/service offerings:

Developing products and

services that align us with payors and providers to improve our

competitive advantage

»

Superior Clinical Care:

Working closely with our physicians and

clinicians to develop our clinical operations to improve efficiencies and

further advance quality of care

»

Market Based Competition:

Creating margin growth by developing next

generation services/capabilities that offer direct value to payors and

patients

»

Non-Core or Inorganic Growth:

Creating and sustaining competitive

advantage through vertical integration to increase service offerings and

broaden clinical capabilities

The Glenview ‘plan’

is unrealistic in today’s environment and would

be detrimental to shareholder value

©

2013 Health Management Associates, Inc..

32

•

Health Management is working steadily to address ongoing regulatory

investigations and related litigation:

»

Represented by world-class legal counsel

»

Cooperating fully with investigations, supported by Board and management

»

Vigorously defending company practices and conduct

»

Not allowing investigations to become a distraction that compromises

quality of care

»

Investigations are similar to what many other hospital companies

have

faced. Health Management is one of the few publicly-traded hospital

companies that has never been subject to a corporate integrity agreement

Government investigations being diligently addressed

©

2013 Health Management Associates, Inc..

33

V.

Summary

*

*

*

*

*

*

*

*

*

*

*

*

*

*

©

2013 Health Management Associates, Inc..

34

Health Management has achieved consistent growth and solid business results

despite a challenging and evolving healthcare environment

»

Sustained revenue and adjusted EBITDA growth, and stock performance

outpacing major indices through the past several years, including during

the financial downturn

»

Outstanding cost structure, operating margins and return on invested

capital

»

Comprehensive and aggressive response to regulatory issues

»

Board has consistently delivered value creation initiatives, including share

repurchases, special dividends, accretive acquisitions and strategic

partnerships

»

Together Board and management team continue to drive attractive

growth/business development opportunities, operational improvements

and the highest-quality medical care

Summary

©

2013 Health Management Associates, Inc..

35

The Health Management Board is comprised of the right group of business leaders at a

challenging time:

»

Board re-elected on May 21 with average approval of 85%, reflecting near unanimous

support (given Glenview withheld votes from all Directors)

»

Directors posses exceptional experience in healthcare, finance, legal and other

areas, as well as deep understanding of Health Management’s opportunities and

challenges

»

Have presided over strong operational results, quality of care and stock

performance

The Board’s record does not

support the wholesale changes Glenview has asked

shareholders to make.  Also consider:

»

Neither Glenview nor its nominees has put forth any real plan for the future

»

Virtually every suggestion made by Glenview is being considered and/or has been 

implemented

»

Glenview proposes handing over management to a restructuring firm that is

unfamiliar with the company

The Health Management Board is engaged in a review of strategic alternatives and

opportunities that should be completed without distraction –

We urge you to reject the Glenview proposals

Health Management Board is providing strong

leadership during a challenging time

©

2013 Health Management Associates, Inc..

36

Appendix

*

*

*

*

*

*

*

*

*

*

*

*

*

*

©

2013 Health Management Associates, Inc..

37

The Health Management Board

William J. Schoen, Chairman

Mr. Schoen has more than 25 years of experience as Health Management’s President, Chief Executive

Officer

and

Chairman.

This

experience

provides

Mr.

Schoen

a

deep

and

unique

understanding

of

Health

Management and the health care industry. Additionally, Mr. Schoen has broad business experience,

having served as chief executive officer or chairman with companies in the consumer products and

banking industries and utilizes this broad experience in reviewing and advising Health Management

with respect to its business plans, budgets, business strategies, commercial and investment banking

relationships, and potential capital markets transactions.

Kent P. Dauten, Audit Committee Chair

Mr. Dauten has over 30 years of experience in the venture capital, private equity and investment

advisory fields. Mr. Dauten has served on Health Management’s board of directors for approximately 30

years,

which

affords

him

valuable

insight

and

perspective

on

its

operations.

Mr.

Dauten

has

extensive

experience leading organizations, dealing with capital market transactions and acquisition matters and

is experienced in overall financial risk identification, assessment and management.

Pascal J. Goldschmidt, M.D.

Dr. Goldschmidt has extensive experience in the health care industry, including experience as the

chief

executive

officer

of

a

health

care

and

hospital

system

and

dean

of

a

premier

medical

school

and

managing physicians and other health care professionals. At a time of substantial and rapid change, Dr.

Goldschmidt

brings

a

comprehensive

and

deep

understanding

of

the

challenges

and

opportunities

in

the industry to Health Management’s board of directors.

©

2013 Health Management Associates, Inc..

38

The Health Management Board, Continued

Donald

E.

Kiernan,

Corporate

Governance

and

Nominating

Committee

Chair

Mr. Kiernan has 20 years of experience as a Certified Public Accountant in private practice, including

management positions with an international public accounting firm, and served in senior leadership

capacities,

including

Treasurer

and

Chief

Financial

Officer,

for

more

than

a

decade

with

a

Fortune

50

company.

He

brings

particular

expertise

in

financial

management,

accounting,

information

technology

and corporate governance to Health Management’s board of directors. Mr. Kiernan has also been a

director of eight public companies over the past 20 years, with service on audit, finance,

compensation and governance committees, giving him important experience and perspective that is

valuable to Health Management’s board of directors.

Robert A. Knox, Lead Director, Compensation Committee Chair

Mr. Knox has significant senior leadership experience and expertise in the investment and financial

services industries. Mr. Knox has broad experience leading significant organizations and has more than

25 years of experience on Health Management’s board of directors, as well as extensive leadership

positions on other boards. This broad experience provides him with critical insight and perspective on

Health Management’s operations.

Vicki A. O’Meara

Ms. O’Meara has substantial legal, operational and governmental experience, as well as expertise in

corporate governance and strategic planning. Ms. O’Meara’s operational experience includes

responsibility for both the profitability of a large operating division and the human resources function

of

a

large

public

company.

Her

experience

in

senior

governmental

leadership

positions

provides

her

with a perspective on legislative process and issues that is valuable to Health Management’s board of

directors given the central role of health care reform in national politics.

©

2013 Health Management Associates, Inc..

39

The Health Management Board, Continued

William C. Steere, Jr.

As

former

Chairman

and

Chief

Executive

Officer

of

Pfizer

Inc.,

a

Fortune

50

company,

Mr.

Steere

is

widely regarded as one of the most distinguished leaders of the pharmaceutical industry, bringing

substantial

expertise

leading

a

large

public

company,

as

well

as

deep

and

comprehensive

knowledge

of, and experience with, the pharmaceutical industry, to Health Management’s board of directors. In

addition, from his board positions with medical institutions such as the New York University Medical

Center and Memorial Sloan-Kettering Cancer Center, Mr. Steere has in-depth knowledge of the health

care industry.

Randolph W. Westerfield, Ph.D.

Dr. Westerfield has extensive financial expertise and broad experience leading organizations, having

served in senior leadership capacities and on the finance faculties of two of the country’s leading

business schools for more than 40 years. Dr. Westerfield’s previous service as a member of the audit

committee of a registered investment company and as a member of the audit committee and the chair

of the compensation committee of another public company gives him important experience and

perspective that is valuable to Health Management’s board of directors.

©

2013  Health Management Associates, Inc..

40

Health Management existing Long Term Debt

Bank Borrowings

Rate

Amount           

(as of 6/30/2013)

Revolving Credit Facility

due 2016

Libor + 2.50%*

$ 150,000,000

Term Loan A due 2016

Libor + 2.50%*

633,369,000

Term Loan B due 2018

Libor + 2.75%*

(Floor .75%)

1,357,805,000

Senior Notes due 2020

7.375%

875,000,000

Senior Notes due 2016

6.125%

400,000,000

Other

Various

280,852,000

Long Term Debt

$ 3,697,026,000

Pro Forma Weighted Average Interest Rate

4.47%

*Fluctuates with Health Management’s leverage ratio

©

2013  Health Management Associates, Inc..

41

Capital allocation -

alternative strategy evaluative

impact

(In 000’s)

Average Variable Debt Outstanding 2012:

$ 2,069,813

Average Fixed Rate Spread:

0.981%

Incremental Interest Expense:

$ 20,306

Per Share:

$ 0.05

©

2013  Health Management Associates, Inc..

42

Adjusted EBITDA

(1)

Adjusted

EBITDA

is

defined

as

consolidated

net

income

before

discontinued

operations,

net

gains

(losses)

on

sales

of

assets,

net

interest

and

other

income,

interest expense, income taxes and depreciation and amortization.  Adjusted EBITDA margin is defined as Adjusted EBITDA divided by net revenue.  Adjusted

EBITDA is not a measure determined in accordance with generally accepted accounting principles in the United States, commonly known as GAAP. 

Nevertheless, Health Management believes that providing non-GAAP information such as Adjusted EBITDA is important for investors and the readers of

Health

Management’s

consolidated

financial

statements

as

it

is

commonly

used

as

an

analytical

indicator

within

the

healthcare

industry

and

Health

Management’s debt facilities contain covenants that use Adjusted EBITDA in their calculations.  Because Adjusted EBITDA is a non-GAAP measure and is

thus susceptible to varying calculations, Adjusted EBITDA, as presented, may not be directly comparable to other similarly titled measures used by other

companies. 

12/31/2012

12/31/2011

12/31/2010

12/31/2009

12/31/2008

Consolidated net income

191,242

$ 

203,925

$ 

172,248

$   

163,941

$ 

184,157

$ 

Adjustments:

    Loss from discontinued operations, net of income taxes

7,617

2,409

13,526

(2,959)

26,358

    Provision for income taxes

102,622

106,071

101,049

82,721

118,580

    (Gains) Losses on sales of assets, net

4,790

1,325

(711)

(1,244)

(169,614)

    Interest and other income, net

(4,552)

(3,096)

(8,086)

(3,752)

(416)

    Interest expense

312,547

222,747

211,673

217,941

245,405

    Gains on early extinguishment of debt, net

(16,202)

(15,194)

    Write-offs of deferred debt issuance costs

-

24,595

-

444

1,497

    Depreciation and amortization

348,941

267,900

241,873

237,534

232,301

Adjusted EBITDA

963,207

825,876

731,572

678,424

623,074

Health Management Associates

Adjusted EBITDA

(1)

2008 through 2012