TY 2013 Form 990

- TIN:

Form990

Department of the Treasury
Internal Revenue Service

Return of Organization Exempt From Income Tax

Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except private foundations)

Do not enter Social Security numbers on this form as it may be made public. By law, the IRS

generally cannot redact the information on the form.

Information about Form 990 and its instructions is at www.IRS.gov/form990.

OMB No. 1545-0047

2013

Open to Public Inspection

A For the 2013 calendar year, or tax year beginning 07-01-2013 , 2013, and ending 06-30-2014

BCheck if applicable: Address change Name change Initial return Terminated Amended return Application pending

CName of organization
HOME NURSING AGENCY AFFILIATES

Doing Business As
HOME NURSING AGENCY HEALTHCARE

Number and street (or P.O. box if mail is not delivered to street address)
201 CHESTNUT AVENUE PO BOX 352

Room/suite

City or town, state or province, country, and ZIP or foreign postal code
ALTOONA, PA166030352

D Employer identification number

25-1518698

E Telephone number

G Gross receipts $ 4,627,728

F Name and address of principal officer:
PHILIP FREEMAN JR
20 SHERATON DRIVE
ALTOONA,PA16601

Tax-exempt status: 501(c)(3) 501(c) ( ) LeftBullet

(insert no.) 4947(a)(1) or 527

Website:

WWW.HOMENURSINGAGENCY.COM

H(a)

Is this a group return for
subordinates? Yes No

H(b)

Are all subordinates
included?

Yes No

If "No," attach a list. (see instructions)

H(c)

Group exemption number MediumBullet

K Form of organization: Corporation Trust Association Other MediumBullet

L Year of formation: 1986

M State of legal domicile: PA

Part I

Summary

1	Briefly describe the organization’s mission or most significant activities: HOME NURSING AGENCY AFFILIATES IS REFERRED TO AS "HNA AFFILIATES" WITHIN THIS FORM 990. FORM 990, PART I, LINE 1 AND PART III, LINE 1 - ORGANIZATION'S MISSION AS PROVIDED IN ITS ARTICLES, THE CORPORATION IS ORGANIZED AND SHALL BE OPERATED EXCLUSIVELY FOR EXEMPT PURPOSES WITHIN THE MEANING OF SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED(OR THE CORRESPONDING PROVISION OF ANY FUTURE UNITED STATES INTERNAL REVENUE LAW)(THE "CODE"), AND, IN FURTHERANCE THEREOF, OPERATING EXCLUSIVELY FOR THE BENEFIT OF AND TO SUPPORT HOME NURSING AGENCY VISITING NURSE ASSOCIATION AND HOME NURSING AGENCY COMMUNITY SERVICES, EACH OF WHICH IS A PENNSYLVANIA NONPROFIT CORPORATION, PROVIDED THAT EACH SUCH CORPORATION IS AN ORGANIZATION DESCRIBED IN SECTION 509(A)(1) OR 509(A)(2) OF THE CODE.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	9
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	3
5	Total number of individuals employed in calendar year 2013 (Part V, line 2a) ......	5	3
6	Total number of volunteers (estimate if necessary) .............	6
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	0
b	Net unrelated business taxable income from Form 990-T, line 34 .........	7b

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........		0
9	Program service revenue (Part VIII, line 2g) .........	3,853,127	3,787,883
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	40,912	74,522
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	2,604	116,601
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	3,896,643	3,979,006
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...		1,132,892
14	Benefits paid to or for members (Part IX, column (A), line 4).....		0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	1,085,274	2,105,422
16a	Professional fundraising fees (Part IX, column (A), line 11e).....		0
b	Total fundraising expenses (Part IX, column (D), line 25) 0
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	2,883,738	3,161,209
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	3,969,012	6,399,523
19	Revenue less expenses. Subtract line 18 from line 12.......	-72,369	-2,420,517
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	9,788,621	7,170,504
21	Total liabilities (Part X, line 26).............	7,058,460	6,710,615
22	Net assets or fund balances. Subtract line 21 from line 20.....	2,730,161	459,889

Part II

Signature Block

Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than officer) is based on all information of which preparer has any knowledge.

Sign Here

	Signature of officer	Date

	Type or print name and title

Paid Preparer Use Only

Print/Type preparer's name

Preparer's signature

Date

Check if
self-employed

PTIN

Firm's name MediumBullet

Firm's EIN MediumBullet

Firm's address MediumBullet

Phone no.

May the IRS discuss this return with the preparer shown above? (see instructions) ............YesNo

For Paperwork Reduction Act Notice, see the separate instructions.

Cat. No. 11282Y

Form 990 (2013)

Page 2

Part III

Statement of Program Service Accomplishments

Check if Schedule O contains a response or note to any line in this Part III ..............

Briefly describe the organization’s mission: HOME NURSING AGENCY AFFILIATES IS REFERRED TO AS "HNA AFFILIATES" WITHIN THIS FORM 990. FORM 990, PART I, LINE 1 AND PART III, LINE 1 - ORGANIZATION'S MISSION AS PROVIDED IN ITS ARTICLES, THE CORPORATION IS ORGANIZED AND SHALL BE OPERATED EXCLUSIVELY FOR EXEMPT PURPOSES WITHIN THE MEANING OF SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED(OR THE CORRESPONDING PROVISION OF ANY FUTURE UNITED STATES INTERNAL REVENUE LAW)(THE "CODE"), AND, IN FURTHERANCE THEREOF, OPERATING EXCLUSIVELY FOR THE BENEFIT OF AND TO SUPPORT HOME NURSING AGENCY VISITING NURSE ASSOCIATION AND HOME NURSING AGENCY COMMUNITY SERVICES, EACH OF WHICH IS A PENNSYLVANIA NONPROFIT CORPORATION, PROVIDED THAT EACH SUCH CORPORATION IS AN ORGANIZATION DESCRIBED IN SECTION 509(A)(1) OR 509(A)(2) OF THE CODE.

Did the organization undertake any significant program services during the year which were not listed on
the prior Form 990 or 990-EZ? ...................... Yes No

If "Yes," describe these new services on Schedule O.

Did the organization cease conducting, or make significant changes in how it conducts, any program services? ............................ Yes No

If "Yes," describe these changes on Schedule O.

Describe the organization’s program service accomplishments for each of its three largest program services, as measured by expenses. Section 501(c)(3) and 501(c)(4) organizations are required to report the amount of grants and allocations to others, the total expenses, and revenue, if any, for each program service reported.


4a	(Code: ) (Expenses $ 2,316,462 including grants of $ ) (Revenue $ 2,174,801 )
	PROVIDES FACILITIES MANAGEMENT AND FACILITIES ACCOUNTING FOR OWNED AND RENTED BUILDINGS OCCUPIED BY HOME NURSING AGENCY AFFILIATES, HOME NURSING AGENCY & VISITING NURSE AGENCY, HOME NURSING AGENCY FOUNDATION, AND HOME NURSING AGENCY COMMUNITY SERVICES OPERATIONS.

4b	(Code: ) (Expenses $ 1,132,892 including grants of $ 1,132,892 ) (Revenue $ )
	THE EXPENSES OF THE HOME NURSING AGENCY AFFILIATES LEADERSHIP AND STRATEGIC ASSISTANCE ARE INCLUDED IN PART IX - STATEMENT OF FUNCTIONAL EXPENSES, COLUMN C - MANAGEMENT AND GENERAL EXPENSES. SEE SCHEDULE O ALSO SEE SCHEDULE I SUPPORTING SERVICES AS WELL AS PROVIDING LEADERSHIP AND STRATEGIC ASSISTANCE TO HOME NURSING AGENCY VISITING NURSE ASSOCIATION, HOME NURSING AGENCY COMMUNITY SERVICES, AND QUALITY FIRST HEALTHCARE, LLC. FORM 990, PART III, LINE 4B HOME NURSING AGENCY SYNOPSIS: SINCE ITS HUMBLE BEGINNINGS IN THE LATE 1960S, HOME NURSING AGENCY HEALTH PROFESSIONALS CONTINUE TO LISTEN AND TRANSFORM THE DELIVERY AND INTEGRATION OF HEALTH CARE THROUGH INNOVATIVE CARE MODELS AND OPERATIONS. THROUGH COLLABORATIONS WITH ALL LEVELS OF COMMUNITY AND CIVIC ORGANIZATIONS COMMINGLED WITH EXCEPTIONAL LEADERSHIP, CLINICAL EXCELLENCE, FORESIGHT, AND ADVANCEMENT OF PERSON-CENTERED SERVICES IN RURAL PENNSYLVANIA, HOME NURSING AGENCY (HNA) IS ONE OF THE NATION'S LARGEST AND MOST DIVERSE NOT-FOR- PROFIT, POST-ACUTE AND COMMUNITY-BASED WELLNESS AGENCIES, AND AFFILIATED WITH THE UPMC COMMUNITY PROVIDER SERVICES ("UPMC") IN JULY 2013. UPMC AND HNA HAVE COME TOGETHER NOT ONLY TO ADVANCE THE HEALTH AND WELFARE IN ALL OF THE COMMUNITIES CURRENTLY SERVED BY HNA, BUT ALSO TO EXPAND EXISTING SERVICES INTO NEW REGIONS IN PENNSYLVANIA. COLLECTIVELY, HOME NURSING AGENCY & VISITING NURSE ASSOCIATION AND HOME NURSING AGENCY COMMUNITY SERVICES DEVOTION TO BEST PRACTICES, ALONG WITH CONSTANT AND TIRELESS FRONT-LINE ADVOCACY AT THE LOCAL, STATE, AND NATIONAL LEVELS, HAVE SECURED BOTH DOLLARS AND CREDIBILITY FOR SERVICES TO SUPPORT AND BENEFIT THE REGION'S MOST VULNERABLE CITIZENS, HEADQUARTERED IN THE HOMES AND COMMUNITY-BASED SITES THROUGHOUT 15 COUNTIES IN PENNSYLVANIA, HNA'S 900+ EMPLOYEES SERVED MORE THAN 23,000 RESIDENTS IN 2013-2014 ALONE WITH REMARKABLE CARE. COMMITTED TO HNA'S CORE PRINCIPLES OF CUSTOMER SATISFACTION, EMPLOYEE SATISFACTION, QUALITY, LEADERSHIP, AND PROFITABLE GROWTH, EMPLOYEES HAVE CREATED A CULTURE OF EXCELLENCE, AND HAVE NAMED HNA AS A BEST PLACE TO WORK IN PA (2004-2010, 2012, AND 2013). QUALITY FIRST HEALTHCARE LLC (QFH) OPERATED A PERSONAL CARE HOME WITH A 75 BED CAPACITY IN BLAIR COUNTY, PA, DURING THE YEAR ENDED JUNE 30, 2014. IN ADDITION, QFH OWNED AMERICAN HOME HEALTH, INC., A HOME HEALTH AGENCY LOCATED IN NORTHEAST OHIO, SERVING 1,000 CLIENTS IN THE 2013-14 FISCAL YEAR.

4c	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4d	Other program services (Describe in Schedule O.)
	(Expenses $ including grants of $ ) (Revenue $ )
4e	Total program service expenses3,449,354

Form 990 (2013)

Page 3

Part IV

Checklist of Required Schedules

Yes

Is the organization described in section 501(c)(3) or 4947(a)(1) (other than a private foundation)? If "Yes," complete Schedule A Click to see attachment

........................

Yes

Is the organization required to complete Schedule B, Schedule of Contributors (see instructions)? ...

Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to candidates for public office? If "Yes," complete Schedule C, Part I..........

Section 501(c)(3) organizations. Did the organization engage in lobbying activities, or have a section 501(h) election in effect during the tax year? If "Yes," complete Schedule C, Part II........

Is the organization a section 501(c)(4), 501(c)(5), or 501(c)(6) organization that receives membership dues, assessments, or similar amounts as defined in Revenue Procedure 98-19? If "Yes," complete Schedule C,
Part III............................

Did the organization maintain any donor advised funds or any similar funds or accounts for which donors have the right to provide advice on the distribution or investment of amounts in such funds or accounts? If "Yes," complete Schedule D, Part I Click to see attachment

........................

Did the organization receive or hold a conservation easement, including easements to preserve open space,
the environment, historic land areas, or historic structures? If "Yes," complete Schedule D, Part II Click to see attachment

...

Did the organization maintain collections of works of art, historical treasures, or other similar assets? If "Yes," complete Schedule D, Part III Click to see attachment

....................

Did the organization report an amount in Part X, line 21 for escrow or custodial account liability; serve as a custodian for amounts not listed in Part X; or provide credit counseling, debt management, credit repair, or debt negotiation services? If "Yes," complete Schedule D, Part IV Click to see attachment

..............

Did the organization, directly or through a related organization, hold assets in temporarily restricted endowments, permanent endowments, or quasi-endowments? If "Yes," complete Schedule D, Part V Click to see attachment

......

If the organization’s answer to any of the following questions is "Yes," then complete Schedule D, Parts VI, VII, VIII, IX, or X as applicable.

Did the organization report an amount for land, buildings, and equipment in Part X, line 10?
If "Yes," complete Schedule D, Part VI. Click to see attachment

...................

11a

Yes

Did the organization report an amount for investments—other securities in Part X, line 12 that is 5% or more of its total assets reported in Part X, line 16? If "Yes," complete Schedule D, Part VII Click to see attachment

.......

11b

Did the organization report an amount for investments—program related in Part X, line 13 that is 5% or more of its total assets reported in Part X, line 16? If "Yes," complete Schedule D, Part VIII Click to see attachment

.......

11c

Did the organization report an amount for other assets in Part X, line 15 that is 5% or more of its total assets reported in Part X, line 16? If "Yes," complete Schedule D, Part IX Click to see attachment

............

11d

Yes

Did the organization report an amount for other liabilities in Part X, line 25? If "Yes," complete Schedule D, Part X Click to see attachment

11e

Yes

Did the organization’s separate or consolidated financial statements for the tax year include a footnote that addresses the organization’s liability for uncertain tax positions under FIN 48 (ASC 740)? If "Yes," complete Schedule D, Part X Click to see attachment

.........................

11f

12a

Did the organization obtain separate, independent audited financial statements for the tax year?
If "Yes," complete Schedule D, Parts XI and XII Click to see attachment

.................

12a

Was the organization included in consolidated, independent audited financial statements for the tax year? If "Yes," and if the organization answered "No" to line 12a, then completing Schedule D, Parts XI and XII is optional Click to see attachment

12b

Yes

Is the organization a school described in section 170(b)(1)(A)(ii)? If "Yes," complete Schedule E....

14a

Did the organization maintain an office, employees, or agents outside of the United States?.....

14a

Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising, business, investment, and program service activities outside the United States, or aggregate foreign investments valued at $100,000 or more? If "Yes," complete Schedule F, Parts I and IV.........

14b

Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or other assistance to or for any foreign organization? If “Yes,” complete Schedule F, Parts II and IV

Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or other assistance to or for foreign individuals? If “Yes,” complete Schedule F, Parts III and IV...

Did the organization report a total of more than $15,000 of expenses for professional fundraising services on Part IX, column (A), lines 6 and 11e? If "Yes," complete Schedule G, Part I (see instructions)....

Did the organization report more than $15,000 total of fundraising event gross income and contributions on Part VIII, lines 1c and 8a? If "Yes," complete Schedule G, Part II............

Did the organization report more than $15,000 of gross income from gaming activities on Part VIII, line 9a? If "Yes," complete Schedule G, Part III...................

20a

Did the organization operate one or more hospital facilities? If "Yes," complete Schedule H....

20a

If "Yes" to line 20a, did the organization attach a copy of its audited financial statements to this return?

20b

Form 990 (2013)

Page 4

Part IV

Checklist of Required Schedules (continued)

Did the organization report more than $5,000 of grants or other assistance to any domestic organization or government on Part IX, column (A), line 1? If “Yes,” complete Schedule I, Parts I and II... Click to see attachment

Yes

Did the organization report more than $5,000 of grants or other assistance to individuals in the United States on Part IX, column (A), line 2? If “Yes,” complete Schedule I, Parts I and III........ Click to see attachment

Did the organization answer "Yes" to Part VII, Section A, line 3, 4, or 5 about compensation of the organization’s current and former officers, directors, trustees, key employees, and highest compensated employees? If "Yes," complete Schedule J....................... Click to see attachment

Yes

24a

Did the organization have a tax-exempt bond issue with an outstanding principal amount of more than $100,000 as of the last day of the year, that was issued after December 31, 2002? If “Yes,” answer lines 24b through 24d and complete Schedule K. If “No,” go to line 25a................ Click to see attachment

24a

Yes

Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception?...

24b

Did the organization maintain an escrow account other than a refunding escrow at any time during the year
to defease any tax-exempt bonds?......................

24c

Did the organization act as an "on behalf of" issuer for bonds outstanding at any time during the year?...

24d

25a

Section 501(c)(3) and 501(c)(4) organizations. Did the organization engage in an excess benefit transaction with a disqualified person during the year? If "Yes," complete Schedule L, Part I........ Click to see attachment

25a

Is the organization aware that it engaged in an excess benefit transaction with a disqualified person in a prior year, and that the transaction has not been reported on any of the organization’s prior Forms 990 or 990-EZ? If "Yes," complete Schedule L, Part I................... Click to see attachment

25b

Did the organization report any amount on Part X, line 5, 6, or 22 for receivables from or payables to any current or former officers, directors, trustees, key employees, highest compensated employees, or disqualified persons? If so, complete Schedule L, Part II.................... Click to see attachment

Did the organization provide a grant or other assistance to an officer, director, trustee, key employee, substantial contributor or employee thereof, a grant selection committee member, or to a 35% controlled entity or family member of any of these persons? If "Yes," complete Schedule L, Part III......... Click to see attachment

Was the organization a party to a business transaction with one of the following parties (see Schedule L, Part IV instructions for applicable filing thresholds, conditions, and exceptions):

A current or former officer, director, trustee, or key employee? If "Yes," complete Schedule L, Part IV .......................... Click to see attachment

28a

A family member of a current or former officer, director, trustee, or key employee? If "Yes,"
complete Schedule L, Part IV..................... Click to see attachment

28b

An entity of which a current or former officer, director, trustee, or key employee (or a family member thereof) was an officer, director, trustee, or direct or indirect owner? If "Yes," complete Schedule L, Part IV... Click to see attachment

28c

Yes

Did the organization receive more than $25,000 in non-cash contributions? If "Yes," complete Schedule M..

Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation contributions? If "Yes," complete Schedule M.............

Did the organization liquidate, terminate, or dissolve and cease operations? If "Yes," complete Schedule N,
Part I...........................

Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If "Yes," complete Schedule N, Part II......................

Did the organization own 100% of an entity disregarded as separate from the organization under Regulations sections 301.7701-2 and 301.7701-3? If "Yes," complete Schedule R, Part I........ Click to see attachment

Was the organization related to any tax-exempt or taxable entity? If "Yes," complete Schedule R, Part II, III, or IV, and Part V, line 1........................ Click to see attachment

Yes

35a

Did the organization have a controlled entity within the meaning of section 512(b)(13)?

35a

If ‘Yes’ to line 35a, did the organization receive any payment from or engage in any transaction with a controlled entity within the meaning of section 512(b)(13)? If "Yes," complete Schedule R, Part V, line 2...

35b

Section 501(c)(3) organizations. Did the organization make any transfers to an exempt non-charitable related organization? If "Yes," complete Schedule R, Part V, line 2............. Click to see attachment

Did the organization conduct more than 5% of its activities through an entity that is not a related organization and that is treated as a partnership for federal income tax purposes? If "Yes," complete Schedule R, Part VI Click to see attachment

Did the organization complete Schedule O and provide explanations in Schedule O for Part VI, lines 11b and 19? Note. All Form 990 filers are required to complete Schedule O. ............

Yes

Form 990 (2013)

Page 5

Part V

Statements Regarding Other IRS Filings and Tax Compliance

Check if Schedule O contains a response or note to any line in this Part V ..............

Yes

Enter the number reported in Box 3 of Form 1096 Enter -0- if not applicable ..

Enter the number of Forms W-2G included in line 1a. Enter -0- if not applicable .

Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gaming (gambling) winnings to prize winners? ..................

Yes

Enter the number of employees reported on Form W-3, Transmittal of Wage and
Tax Statements, filed for the calendar year ending with or within the year covered by this return ..................

If at least one is reported on line 2a, did the organization file all required federal employment tax returns?
Note. If the sum of lines 1a and 2a is greater than 250, you may be required to e-file (see instructions)

Yes

Did the organization have unrelated business gross income of $1,000 or more during the year?...

If “Yes,” has it filed a Form 990-T for this year? If “No” to line 3b, provide an explanation in Schedule O...

At any time during the calendar year, did the organization have an interest in, or a signature or other authority over, a financial account in a foreign country (such as a bank account, securities account, or other financial account)?..........................

If "Yes," enter the name of the foreign country: MediumBullet

See instructions for filing requirements for Form TD F 90-22.1, Report of Foreign Bank and Financial Accounts.

Was the organization a party to a prohibited tax shelter transaction at any time during the tax year?..

Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction?

If "Yes," to line 5a or 5b, did the organization file Form 8886-T? ............

Does the organization have annual gross receipts that are normally greater than $100,000, and did the organization solicit any contributions that were not tax deductible as charitable contributions?...

If "Yes," did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible?........................

Organizations that may receive deductible contributions under section 170(c).

Did the organization receive a payment in excess of $75 made partly as a contribution and partly for goods and services provided to the payor?....................

If "Yes," did the organization notify the donor of the value of the goods or services provided?.....

Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to file Form 8282?...........................

If "Yes," indicate the number of Forms 8282 filed during the year ....

Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefit contract?............................

Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract?..

If the organization received a contribution of qualified intellectual property, did the organization file Form 8899 as required?............................

If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file a Form 1098-C?..........................

Sponsoring organizations maintaining donor advised funds and section 509(a)(3) supporting organizations. Did the supporting organization, or a donor advised fund maintained by a sponsoring organization, have excess business holdings at any time during the year?............

Sponsoring organizations maintaining donor advised funds.

Did the organization make any taxable distributions under section 4966?..........

Did the organization make a distribution to a donor, donor advisor, or related person?.......

Section 501(c)(7) organizations. Enter:

Initiation fees and capital contributions included on Part VIII, line 12 ...

10a

Gross receipts, included on Form 990, Part VIII, line 12, for public use of club facilities

10b

Section 501(c)(12) organizations. Enter:

Gross income from members or shareholders .........

11a

Gross income from other sources (Do not net amounts due or paid to other sources against amounts due or received from them.) ..........

11b

12a

Section 4947(a)(1) non-exempt charitable trusts. Is the organization filing Form 990 in lieu of Form 1041?

12a

If "Yes," enter the amount of tax-exempt interest received or accrued during the year. ....................

12b

Section 501(c)(29) qualified nonprofit health insurance issuers.

Is the organization licensed to issue qualified health plans in more than one state?
Note. See the instructions for additional information the organization must report on Schedule O.

13a

Enter the amount of reserves the organization is required to maintain by the states in which the organization is licensed to issue qualified health plans ....

13b

Enter the amount of reserves on hand ............

13c

14a

Did the organization receive any payments for indoor tanning services during the tax year?.....

14a

If "Yes," has it filed a Form 720 to report these payments? If "No," provide an explanation in Schedule O..

14b

Form 990 (2013)

Page 6

Part VI

Governance, Management, and Disclosure For each "Yes" response to lines 2 through 7b below, and for a "No" response to lines 8a, 8b, or 10b below, describe the circumstances, processes, or changes in Schedule O. See instructions.

Check if Schedule O contains a response or note to any line in this Part VI ..............

Section A. Governing Body and Management

Yes

Enter the number of voting members of the governing body at the end of the tax year .....................

If there are material differences in voting rights among members of the governing body, or if the governing body delegated broad authority to an executive committee or similar committee, explain in Schedule O.

Enter the number of voting members included in line 1a, above, who are independent ...................

Did any officer, director, trustee, or key employee have a family relationship or a business relationship with any other officer, director, trustee, or key employee? .................

Yes

Did the organization delegate control over management duties customarily performed by or under the direct supervision of officers, directors or trustees, or key employees to a management company or other person? .

Did the organization make any significant changes to its governing documents since the prior Form 990 was filed? ...........................

Yes

Did the organization become aware during the year of a significant diversion of the organization’s assets? .

Did the organization have members or stockholders? ................

Yes

Did the organization have members, stockholders, or other persons who had the power to elect or appoint one or more members of the governing body? ....................

Yes

Are any governance decisions of the organization reserved to (or subject to approval by) members, stockholders, or persons other than the governing body? ...................

Yes

Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following:

The governing body? .........................

Yes

Each committee with authority to act on behalf of the governing body? ............

Yes

Is there any officer, director, trustee, or key employee listed in Part VII, Section A, who cannot be reached at the organization’s mailing address? If "Yes," provide the names and addresses in Schedule O.......

Section B. Policies (This Section B requests information about policies not required by the Internal Revenue Code.)

Yes

10a

Did the organization have local chapters, branches, or affiliates? ............

10a

If "Yes," did the organization have written policies and procedures governing the activities of such chapters, affiliates, and branches to ensure their operations are consistent with the organization's exempt purposes?

10b

11a

Has the organization provided a complete copy of this Form 990 to all members of its governing body before filing the form? ............................

11a

Describe in Schedule O the process, if any, used by the organization to review this Form 990. .....

12a

Did the organization have a written conflict of interest policy? If "No," go to line 13.......

12a

Yes

Were officers, directors, or trustees, and key employees required to disclose annually interests that could give rise to conflicts? ..........................

12b

Yes

Did the organization regularly and consistently monitor and enforce compliance with the policy? If "Yes," describe in Schedule O how this was done.......................

12c

Yes

Did the organization have a written whistleblower policy? ...............

Yes

Did the organization have a written document retention and destruction policy? .........

Yes

Did the process for determining compensation of the following persons include a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision?

The organization’s CEO, Executive Director, or top management official ...........

15a

Yes

Other officers or key employees of the organization ................

15b

Yes

If "Yes" to line 15a or 15b, describe the process in Schedule O (see instructions).

16a

Did the organization invest in, contribute assets to, or participate in a joint venture or similar arrangement with a taxable entity during the year? ......................

16a

Yes

If "Yes," did the organization follow a written policy or procedure requiring the organization to evaluate its participation in joint venture arrangements under applicable federal tax law, and take steps to safeguard the organization’s exempt status with respect to such arrangements? ............

16b

Section C. Disclosure

List the States with which a copy of this Form 990 is required to be filed MediumBullet

Section 6104 requires an organization to make its Form 1023 (or 1024 if applicable), 990, and 990-T (501(c)(3)s only) available for public inspection. Indicate how you made these available. Check all that apply.

Own website Another's website Upon request Other (explain in Schedule O)

Describe in Schedule O whether (and if so, how) the organization made its governing documents, conflict of interest policy, and financial statements available to the public during the tax year.

State the name, physical address, and telephone number of the person who possesses the books and records of the organization:
MediumBullet

GREGG LAVERICK20 SHERATON DRIVEALTOONAPA16601 (814) 946-5411

Form 990 (2013)

Page 7

Part VII

Compensation of Officers, Directors,Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors

Check if Schedule O contains a response or note to any line in this Part VII ..............

Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees

1a Complete this table for all persons required to be listed. Report compensation for the calendar year ending with or within the organization’s tax year.
RoundBullet

List all of the organization’s current officers, directors, trustees (whether individuals or organizations), regardless of amount
of compensation. Enter -0- in columns (D), (E), and (F) if no compensation was paid.

List all of the organization’s current key employees, if any. See instructions for definition of "key employee."

List the organization’s five current highest compensated employees (other than an officer, director, trustee or key employee)
who received reportable compensation (Box 5 of Form W-2 and/or Box 7 of Form 1099-MISC) of more than $100,000 from the
organization and any related organizations.

List all of the organization’s former officers, key employees, or highest compensated employees who received more than $100,000
of reportable compensation from the organization and any related organizations.

List all of the organization’s former directors or trustees that received, in the capacity as a former director or trustee of the
organization, more than $10,000 of reportable compensation from the organization and any related organizations.

List persons in the following order: individual trustees or directors; institutional trustees; officers; key employees; highest
compensated employees; and former such persons.

Check this box if neither the organization nor any related organization compensated any current officer, director, or trustee.

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)		(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(1) GERALD MURRAY........................................................................ DIRECTOR	.......................50.00	X		0	733,073	370,611
(2) JOHN LOVELACE........................................................................ DIRECTOR	.......................50.00	X		0	625,089	51,678
(3) DEBORAH BRODINE........................................................................ DIRECTOR	.......................50.00	X		0	548,689	70,677
(4) JEROME SHAFFER........................................................................ DIRECTOR	.......................50.00	X		0	284,810	35,438
(5) ELEANOR MEDVED........................................................................ DIRECTOR	.......................50.00	X		0	242,209	31,035
(6) BRYANT WESLEY........................................................................ ASS'T SECRET	.......................50.00	X	X	0	197,938	17,228
(7) BRUCE ERB........................................................................ DIRECTOR	.......................1.00	X		0	0	0
(8) JOHN J WOLF........................................................................ DIRECTOR	.......................	X		0	0	0
(9) DONALD DEVORRIS........................................................................ DIRECTOR	.......................	X		0	0	0
(10) MORLEY COHN........................................................................ DIRECTOR	.......................1.00	X		0	0	0
(11) DONALD DETWILER........................................................................ DIRECTOR	.......................	X		0	0	0
(12) ALLAN HANCOCK........................................................................ DIRECTOR	.......................	X		0	0	0
(13) ROBERT SCHOLL........................................................................ DIRECTOR	.......................	X		0	0	0
(14) TIMOTHY SISSLER........................................................................ DIRECTOR	.......................	X		0	0	0
(15) BERNARD CREPPAGE........................................................................ CHAIRMAN	1.00 .......................2.00	X	X	0	0	0
(16) JAMES DRENNING........................................................................ DIRECTOR	.......................	X		0	0	0
(17) BARRY HALBRITTER........................................................................ DIRECTOR	.......................	X		0	0	0

Form 990 (2013)

Page 8

Part VII

Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees (continued)

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)			(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(18) MICHAEL ROUTCH........................................................................ SECRETARY	.......................	X	X		0	0	0
(19) ROBERT R PACKER........................................................................ PRESIDENT &	60.00 .......................		X		436,595	0	129,650
(20) GREGG A LAVERICK........................................................................ CFO & TREASU	50.00 .......................		X		247,361	0	137,986
(21) REBECCA A WILLNECKER........................................................................ CHIEF PEOPLE	50.00 .......................			X	195,657	0	9,932

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	1,153,284	2,983,678	228,784

Total number of individuals (including but not limited to those listed above) who received more than $100,000 of reportable compensation from the organization MediumBullet

Yes

Did the organization list any former officer, director or trustee, key employee, or highest compensated employee on line 1a? If "Yes," complete Schedule J for such individual ..............

For any individual listed on line 1a, is the sum of reportable compensation and other compensation from the organization and related organizations greater than $150,000? If "Yes," complete Schedule J for such individual...........................

Yes

Did any person listed on line 1a receive or accrue compensation from any unrelated organization or individual for services rendered to the organization? If "Yes," complete Schedule J for such person ........

Section B. Independent Contractors

Complete this table for your five highest compensated independent contractors that received more than $100,000 of compensation from the organization. Report compensation for the calendar year ending with or within the organization’s tax year.

(A) Name and business address	(B) Description of services	(C) Compensation
CLEAN SERVICE AND SUPPLY, 811 SCOTCH VALLEY ROADHOLLIDAYSBURGPA16648	OFFICE CLEANING	173,319




2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization 1

Form 990 (2013)

Page 9

Part VIII

Statement of Revenue

Check if Schedule O contains a response or note to any line in this Part VIII .............

				(A) Total revenue	(B) Related or exempt function revenue	(C) Unrelated business revenue	(D) Revenue excluded from tax under sections 512-514
1a	Federated campaigns..1a
b	Membership dues....1b
c	Fundraising events....1c
d	Related organizations...1d
e	Government grants (contributions)1e

f	All other contributions, gifts, grants, and similar amounts not included above1f

g	Noncash contributions included in lines 1a-1f:$
h	Total. Add lines 1a-1f.......
			Business Code
2a	RENTAL INCOME		531120	2,174,801	2,174,801
b	MANAGEMENT SERVICES		561000	1,613,082	1,613,082
c
d
e
f	All other program service revenue .
g	Total. Add lines 2a–2f........			3,787,883
3	Investment income (including dividends, interest, and other similar amounts).......			67,710			67,710
4	Income from investment of tax-exempt bond proceeds..
5	Royalties...........
		(i) Real	(ii) Personal
6a	Gross rents
b	Less: rental expenses
c	Rental income or (loss)
d	Net rental income or (loss).......
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory	655,534
b	Less: cost or other basis and sales expenses	648,722
c	Gain or (loss)	6,812
d	Net gain or (loss)..........			6,812			6,812
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ..
	a
b	Less: direct expenses ...b
c	Net income or (loss) from fundraising events..
9a	Gross income from gaming activities. See Part IV, line 19 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from gaming activities...
10a	Gross sales of inventory, less returns and allowances .
	a
b	Less: cost of goods sold ..b
c	Net income or (loss) from sales of inventory..
Miscellaneous Revenue			Business Code
11a	MISCELLANEOUS		900099	116,601	110,356		6,245
b
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......			116,601
12	Total revenue. See Instructions......			3,979,006	3,898,239		80,767

Form 990 (2013)

Page 10

Part IX

Statement of Functional Expenses

Section 501(c)(3) and 501(c)(4) organizations must complete all columns. All other organizations must complete column (A).Check if Schedule O contains a response or note to any line in this Part IX ...............

Do not include amounts reported on lines 6b, 7b, 8b, 9b, and 10b of Part VIII.		(A) Total expenses	(B) Program service expenses	(C) Management and general expenses	(D) Fundraising expenses
1	Grants and other assistance to governments and organizations in the United States. See Part IV, line 21	1,132,892	1,132,892
2	Grants and other assistance to individuals in the United States. See Part IV, line 22
3	Grants and other assistance to governments, organizations, and individuals outside the United States. See Part IV, lines 15 and 16
4	Benefits paid to or for members
5	Compensation of current officers, directors, trustees, and key employees ....	890,253		890,253
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....
7	Other salaries and wages
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	1,108,253		1,108,253
9	Other employee benefits .......	83,061	19	83,042
10	Payroll taxes ...........	23,855		23,855
11	Fees for services (non-employees):
a	Management ......
b	Legal .........	10,894		10,894
c	Accounting ...........	75,917		75,917
d	Lobbying ...........
e	Professional fundraising services. See Part IV, line 17
f	Investment management fees ......	15,557		15,557
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) ........	33,026		33,026
12	Advertising and promotion ....
13	Office expenses .......	248,932	49,736	199,196
14	Information technology ......	1,320	1,320
15	Royalties ..
16	Occupancy ...........	1,809,981	1,763,640	46,341
17	Travel ............	19,384		19,384
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......
19	Conferences, conventions, and meetings ....	2,947		2,947
20	Interest ...........
21	Payments to affiliates .......
22	Depreciation, depletion, and amortization .....	552,041	501,708	50,333
23	Insurance ..............	372,833		372,833
24	Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24e. If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule O.)
a	MISCELLANEOUS	18,377	39	18,338
b
c
d
e	All other expenses
25	Total functional expenses. Add lines 1 through 24e	6,399,523	3,449,354	2,950,169	0
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).

Form 990 (2013)

Page 11


				(A) Beginning of year		(B) End of year
1	Cash–non-interest-bearing .............			200	1	200
2	Savings and temporary cash investments .........			454,098	2	90,998
3	Pledges and grants receivable, net ...........				3
4	Accounts receivable, net .............			492,233	4	840,541
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
				171,835	5
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
					6
7	Notes and loans receivable, net .............			1,547,519	7	1,528,279
8	Inventories for sale or use ..............			1,667	8	1,667
9	Prepaid expenses and deferred charges ..........			774,821	9	612,929
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	8,770,212
b	Less: accumulated depreciation .....	10b	4,782,778	4,509,120	10c	3,987,434
11	Investments—publicly traded securities ..........			1,611,724	11
12	Investments—other securities. See Part IV, line 11 .....			225,404	12	108,456
13	Investments—program-related. See Part IV, line 11 .....				13
14	Intangible assets ...............				14
15	Other assets. See Part IV, line 11 ...........				15
16	Total assets. Add lines 1 through 15 (must equal line 34)......			9,788,621	16	7,170,504
17	Accounts payable and accrued expenses .........			1,485,605	17	661,260
18	Grants payable .................				18
19	Deferred revenue ................				19
20	Tax-exempt bond liabilities .............			2,116,209	20	2,036,249
21	Escrow or custodial account liability. Complete Part IV of Schedule D..				21
22	Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........				22
23	Secured mortgages and notes payable to unrelated third parties ..			300,000	23
24	Unsecured notes and loans payable to unrelated third parties ....				24
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D....................			3,156,646	25	4,013,106
26	Total liabilities. Add lines 17 through 25.........			7,058,460	26	6,710,615
	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............			2,730,161	27	459,889
28	Temporarily restricted net assets ...........				28
29	Permanently restricted net assets ...........				29
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds ........				30
31	Paid-in or capital surplus, or land, building or equipment fund .....				31
32	Retained earnings, endowment, accumulated income, or other funds				32
33	Total net assets or fund balances ...........			2,730,161	33	459,889
34	Total liabilities and net assets/fund balances ........			9,788,621	34	7,170,504

Form 990 (2013)

Page 12

Part XI

Reconcilliation of Net Assets

Check if Schedule O contains a response or note to any line in this Part XI ..............

Total revenue (must equal Part VIII, column (A), line 12) ............

3,979,006

Total expenses (must equal Part IX, column (A), line 25) ............

6,399,523

Revenue less expenses. Subtract line 2 from line 1 ..............

-2,420,517

Net assets or fund balances at beginning of year (must equal Part X, line 33, column (A)) ..

2,730,161

Net unrealized gains (losses) on investments ...............

14,054

Donated services and use of facilities .................

Investment expenses .....................

Prior period adjustments .....................

Other changes in net assets or fund balances (explain in Schedule O) ........

136,191

Net assets or fund balances at end of year. Combine lines 3 through 9 (must equal Part X, line 33, column (B))

459,889

Part XII

Financial Statements and Reporting

Check if Schedule O contains a response or note to any line in this Part XII .............

Yes

Accounting method used to prepare the Form 990: Cash Accrual Other
If the organization changed its method of accounting from a prior year or checked "Other," explain in
Schedule O.

Were the organization’s financial statements compiled or reviewed by an independent accountant?

If ‘Yes,’ check a box below to indicate whether the financial statements for the year were compiled or reviewed on a separate basis, consolidated basis, or both:

Separate basis Consolidated basis Both consolidated and separate basis

Were the organization’s financial statements audited by an independent accountant?

Yes

If ‘Yes,’ check a box below to indicate whether the financial statements for the year were audited on a separate basis, consolidated basis, or both:

Separate basis Consolidated basis Both consolidated and separate basis

If "Yes," to line 2a or 2b, does the organization have a committee that assumes responsibility for oversight of the audit, review, or compilation of its financial statements and selection of an independent accountant?

If the organization changed either its oversight process or selection process during the tax year, explain in Schedule O.

As a result of a federal award, was the organization required to undergo an audit or audits as set forth in the Single Audit Act and OMB Circular A-133?

If "Yes," did the organization undergo the required audit or audits? If the organization did not undergo the required audit or audits, explain why in Schedule O and describe any steps taken to undergo such audits.

Form 990 (2013)

Form 990, Special Condition Description:

Special Condition Description

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE A
(Form 990 or 990EZ)

Department of the Treasury
Internal Revenue Service

Public Charity Status and Public Support

Complete if the organization is a section 501(c)(3) organization or a section 4947(a)(1) nonexempt charitable trust.

Attach to Form 990 or Form 990-EZ. right arrow

See separate instructions.
right arrow

Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public
Inspection

Name of the organization

HOME NURSING AGENCY AFFILIATES

Employer identification number

25-1518698

Part I

Reason for Public Charity Status (All organizations must complete this part.) See instructions.

The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)

A church, convention of churches, or association of churches described in section 170(b)(1)(A)(i).

A school described in section 170(b)(1)(A)(ii). (Attach Schedule E.)

A hospital or a cooperative hospital service organization described in section 170(b)(1)(A)(iii).

A medical research organization operated in conjunction with a hospital described in section 170(b)(1)(A)(iii). Enter the hospital's name, city, and state:

An organization operated for the benefit of a college or university owned or operated by a governmental unit described in

section 170(b)(1)(A)(iv). (Complete Part II.)

A federal, state, or local government or governmental unit described in section 170(b)(1)(A)(v).

An organization that normally receives a substantial part of its support from a governmental unit or from the general public described in section 170(b)(1)(A)(vi). (Complete Part II.)

A community trust described in section 170(b)(1)(A)(vi). (Complete Part II.)

An organization that normally receives: (1) more than 331/3% of its support from contributions, membership fees, and gross

receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of

its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses

acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)

An organization organized and operated exclusively to test for public safety. See section 509(a)(4).

An organization organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2). See section 509(a)(3). Check the box that describes the type of supporting organization and complete lines 11e through 11h.

Type I

Type II

Type III - Functionally integrated

Type III - Non-functionally integrated

By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).

If the organization received a written determination from the IRS that it is a Type I, Type II, or Type III supporting organization, check this box ..................................................

Since August 17, 2006, has the organization accepted any gift or contribution from any of the
following persons?

(i) A person who directly or indirectly controls, either alone or together with persons described in (ii)

Yes

and (iii) below, the governing body of the supported organization? ................

11g(i)

(ii) A family member of a person described in (i) above? ......................

11g(ii)

(iii) A 35% controlled entity of a person described in (i) or (ii) above? ................

11g(iii)

Provide the following information about the supported organization(s).

(i) Name of supported organization	(ii) EIN	(iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions))	(iv) Is the organization in col. (i) listed in your governing document?		(v) Did you notify the organization in col. (i) of your support?		(vi) Is the organization in col. (i) organized in the U.S.?		(vii) Amount of monetary support
(i) Name of supported organization	(ii) EIN		Yes	No	Yes	No	Yes	No	(vii) Amount of monetary support
(A) HOME NURSING AGENCY FOUNDATION	251467014	9	Yes		Yes		Yes		1,132,892
(B) HOME NURSING AGENCY & VISITING NURSE ASSOCIATION	251188570	9	Yes		Yes		Yes		0
(C) HOME NURSING AGENCY COMMUNITY SERVICES	251517533	9	Yes		Yes		Yes		0
Total									1,132,892

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ.

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2013

Page 2

Part II

Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi)
(Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify under Part III. If the organization fails to qualify under the tests listed below, please complete Part III.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2009	(b) 2010	(c) 2011	(d) 2012	(e) 2013	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
2	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3	The value of services or facilities furnished by a governmental unit to the organization without charge..
4	Total. Add lines 1 through 3
5	The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
6	Public support. Subtract line 5 from line 4.

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2009	(b) 2010	(c) 2011	(d) 2012	(e) 2013	(f) Total
7	Amounts from line 4..
8	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...
9	Net income from unrelated business activities, whether or not the business is regularly carried on..
10	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)..
11	Total support (Add lines 7 through 10).

Gross receipts from related activities, etc. (see instructions) ..................

First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization, check this box and stop here................................................. right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2013 (line 6, column (f) divided by line 11, column (f)) .........

Public support percentage for 2012 Schedule A, Part II, line 14 ...............

16a

33 1/3% support test—2013. If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization ....................... right arrow

33 1/3% support test—2012. If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization ..................... right arrow

17a

10%-facts-and-circumstances test—2013. If the organization did not check a box on line 13, 16a, or 16b, and line 14
is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization ..................................................... right arrow

10%-facts-and-circumstances test—2012. If the organization did not check a box on line 13, 16a, 16b, or 17a, and line
15 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly
supported organization ................................................ right arrow

Private foundation. If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions ..................................................... right arrow

Schedule A (Form 990 or 990-EZ) 2013

Page 3

Part III

Support Schedule for Organizations Described in Section 509(a)(2)
(Complete only if you checked the box on line 9 of Part I or if the organization failed to qualify under Part II. If the organization fails to qualify under the tests listed below, please complete Part II.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2009	(b) 2010	(c) 2011	(d) 2012	(e) 2013	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
2	Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
3	Gross receipts from activities that are not an unrelated trade or business under section 513..
4	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5	The value of services or facilities furnished by a governmental unit to the organization without charge..
6	Total. Add lines 1 through 5.
7a	Amounts included on lines 1, 2, and 3 received from disqualified persons...
b	Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c	Add lines 7a and 7b..
8	Public support (Subtract line 7c from line 6.)

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2009	(b) 2010	(c) 2011	(d) 2012	(e) 2013	(f) Total
9	Amounts from line 6...
10a	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
b	Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c	Add lines 10a and 10b.
11	Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.) ..
13	Total support. (Add lines 9, 10c, 11, and 12.)..

First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here............................................. right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2013 (line 8, column (f) divided by line 13, column (f)) .........

Public support percentage from 2012 Schedule A, Part III, line 15 ...............

Section D. Computation of Investment Income Percentage

Investment income percentage for 2013 (line 10c, column (f) divided by line 13, column (f)) ......

Investment income percentage from 2012 Schedule A, Part III, line 17 .............

19a

33 1/3% support tests—2013. If the organization did not check the box on line 14, and line 15 is more than 33 1/3%, and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization ........ right arrow

33 1/3% support tests—2012. If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization ..... right arrow

Private foundation. If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions ..... right arrow

Schedule A (Form 990 or 990-EZ) 2013

Page 4

Part IV

Supplemental Information. Provide the explanations required by Part II, line 10; Part II, line 17a or 17b; and Part III, line 12. Also complete this part for any additional information. (See instructions).

Facts And Circumstances Test

Explanation

Schedule A (Form 990 or 990-EZ) 2013

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

Complete if the organization answered "Yes," to Form 990,
Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b
SchDMd Bullet

Attach to Form 990. SchDMd Bullet

See separate instructions. SchDMd Bullet

Information about Schedule D (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public Inspection

Name of the organization

HOME NURSING AGENCY AFFILIATES

Employer identification number

25-1518698

Part I

Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" to Form 990, Part IV, line 6.

		(a) Donor advised funds	(b) Funds and other accounts
1	Total number at end of year .........
2	Aggregate contributions to (during year) ...
3	Aggregate grants from (during year) .....
4	Aggregate value at end of year ........

Did the organization inform all donors and donor advisors in writing that the assets held in donor advised
funds are the organization's property, subject to the organization's exclusive legal control? ............

Yes No

Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can be
used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit? ...................................

Yes No

Part II

Conservation Easements. Complete if the organization answered "Yes" to Form 990, Part IV, line 7.

Purpose(s) of conservation easements held by the organization (check all that apply).

Preservation of land for public use (e.g., recreation or education) Preservation of an historically important land area

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year.


a	Total number of conservation easements .......................	2a
b	Total acreage restricted by conservation easements ..................	2b
c	Number of conservation easements on a certified historic structure included in (a) .....	2c
d	Number of conservation easements included in (c) acquired after 8/17/06, and not on a historic structure listed in the National Register ....................	2d

Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during
the tax year SchDMd Bullet

Number of states where property subject to conservation easement is located SchDMd Bullet

Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and
enforcement of the conservation easements it holds? .............................

Yes No

Staff and volunteer hours devoted to monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet

Amount of expenses incurred in monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet

Does each conservation easement reported on line 2(d) above satisfy the requirements of section 170(h)(4)(B)(i) and section 170(h)(4)(B)(ii)? .......................................

Yes No

In Part XIII, describe how the organization reports conservation easements in its revenue and expense statement, and
balance sheet, and include, if applicable, the text of the footnote to the organization’s financial statements that describes
the organization’s accounting for conservation easements.

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.
Complete if the organization answered "Yes" to Form 990, Part IV, line 8.

If the organization elected, as permitted under SFAS 116 (ASC 958), not to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide, in Part XIII, the text of the footnote to its financial statements that describes these items.

If the organization elected, as permitted under SFAS 116 (ASC 958), to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide the following amounts relating to these items:

(i)

Revenues included in Form 990, Part VIII, line 1 ........................ SchDMd Bullet

(ii)

Assets included in Form 990, Part X .............................. SchDMd Bullet

If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the
following amounts required to be reported under SFAS 116 (ASC 958) relating to these items:

Revenues included in Form 990, Part VIII, line 1 .......................... SchDMd Bullet

Assets included in Form 990, Part X ............................... SchDMd Bullet

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 52283D

Schedule D (Form 990) 2013

Page 2

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)

Using the organization’s acquisition, accession, and other records, check any of the following that are a significant use of its collection items (check all that apply):

Public exhibition

Loan or exchange programs

Scholarly research

Other

Preservation for future generations

Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIII.

During the year, did the organization solicit or receive donations of art, historical treasures or other similar
assets to be sold to raise funds rather than to be maintained as part of the organization’s collection?........

Yes No

Part IV

Escrow and Custodial Arrangements. Complete if the organization answered "Yes" to Form 990,
Part IV, line 9, or reported an amount on Form 990, Part X, line 21.

Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................

Yes No

If "Yes," explain the arrangement in Part XIII and complete the following table:


c	Beginning balance .................................	1c
d	Additions during the year ..............................	1d
e	Distributions during the year .............................	1e
f	Ending balance ...................................	1f

Did the organization include an amount on Form 990, Part X, line 21? .....................

Yes No

If "Yes," explain the arrangement in Part XIII. Check here if the explanation has been provided in Part XIII ........

Part V

Endowment Funds. Complete if the organization answered "Yes" to Form 990, Part IV, line 10.

		(a)Current year	(b)Prior year	b (c)Two years back	(d)Three years back	(e)Four years back
1a	Beginning of year balance ....
b	Contributions ........
c	Net investment earnings, gains, and losses
d	Grants or scholarships .....
e	Other expenditures for facilities and programs ........
f	Administrative expenses ....
g	End of year balance ......

Provide the estimated percentage of the current year end balance (line 1g, column (a)) held as:

Board designated or quasi-endowment SchDMd Bullet

Permanent endowment SchDMd Bullet

Temporarily restricted endowment SchDMd Bullet

The percentages in lines 2a, 2b, and 2c should equal 100%.

Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes

(i) unrelated organizations ........................

3a(i)

(ii) related organizations ........................

3a(ii)

If "Yes" to 3a(ii), are the related organizations listed as required on Schedule R? .........

Describe in Part XIII the intended uses of the organization's endowment funds.

Part VI

Land, Buildings, and Equipment. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11a. See Form 990, Part X, line 10.

Description of property		(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value
1a	Land .................	640,711		640,711
b	Buildings ................	6,399,387	3,717,528	2,681,859
c	Leasehold improvements ............	1,206,075	631,190	574,885
d	Equipment ................	524,039	434,060	89,979
e	Other .................
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......				3,987,434

Schedule D (Form 990) 2013

Page 3

Part VII

InvestmentsOther Securities. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11b. See Form 990, Part X, line 12.

(a) Description of security or category (including name of security)		(b)Book value	(c) Method of valuation: Cost or end-of-year market value
(1)Financial derivatives
(2)Closely-held equity interests		50,000
Other








Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)		108,456

Part VIII

InvestmentsProgram Related. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11c. See Form 990, Part X, line 13.

(a) Description of investment		(b) Book value	(c) Method of valuation: Cost or end-of-year market value









Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)

Part IX

Other Assets. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11d. See Form 990, Part X, line 15.

(a) Description				(b) Book value









Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........

Part X

Other Liabilities. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11e or 11f. See Form 990, Part X, line 25.

1.(a) Description of liability		(b) Book value
Federal income taxes
DUE TO EXEMPT PARENT UPMC		3,364,748
DUE TO EXEMPT AFFILIATE ENTITY		474,751
PENSION LIABILITY		94,487
ANNUITY LIABILITY		69,120
RESERVES FOR CONTINGENCY		10,000
LIABILITIES-WORKER COMP TRUST



Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)		4,013,106
2. Liability for uncertain tax positions In Part XIII, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC 740). Check here if the text of the footnote has been provided in Part XIII ..................................................

Schedule D (Form 990) 2013

Page 4

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
1	Total revenue, gains, and other support per audited financial statements .......		1
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains on investments ..........	2a
b	Donated services and use of facilities .........	2b
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d .....................		2e
3	Subtract line 2e from line 1.....................		3
4	Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b .	4a
b	Other (Describe in Part XIII.) ...........	4b
c	Add lines 4a and 4b.......................		4c
5	Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......		5

Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return. Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
1	Total expenses and losses per audited financial statements ...........		1
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities ..........	2a
b	Prior year adjustments ..............	2b
c	Other losses ................	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d......................		2e
3	Subtract line 2e from line 1.....................		3
4	Amounts included on Form 990, Part IX, line 25, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b ..	4a
b	Other (Describe in Part XIII.) ............	4b
c	Add lines 4a and 4b.......................		4c
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......		5

Part XIII

Supplemental Information

Provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines 1a and 4; Part lV, lines 1b and 2b;
Part V, line 4; Part X, line 2; Part XI, lines 2d and 4b; and Part XII, lines 2d and 4b. Also complete this part to provide any additional information.

Return Reference	Explanation

Schedule D (Form 990) 2013

Additional Data

Software ID:
Software Version:

- TIN:

Schedule I
(Form 990)

Department of the Treasury
Internal Revenue Service

Grants and Other Assistance to Organizations,
Governments and Individuals in the United States

Complete if the organization answered "Yes," to Form 990, Part IV, line 21 or 22.
lBullet

Attach to Form 990
lBullet

Information about Schedule I (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public
Inspection

Name of the organization
HOME NURSING AGENCY AFFILIATES

Employer identification number
25-1518698

Part I

General Information on Grants and Assistance

Does the organization maintain records to substantiate the amount of the grants or assistance, the grantees' eligibility for the grants or assistance, and
the selection criteria used to award the grants or assistance? ....................................

Yes No

Describe in Part IV the organization's procedures for monitoring the use of grant funds in the United States.

Part II

Grants and Other Assistance to Governments and Organizations in the United States. Complete if the organization answered "Yes" to
Form 990, Part IV, line 21, for any recipient that received more than $5,000. Part II can be duplicated if additional space is needed.

(a) Name and address of organization or government	(b) EIN	(c) IRC Code section if applicable	(e) Amount of non-cash assistance	(f) Method of valuation (book, FMV, appraisal, other)	(g) Description of non-cash assistance	(h) Purpose of grant or assistance
(1) HOME NURSING AGENCY FOUNDATION 201 CHESTNUT AVE ALTOONA,PA16601	25-1467014	501C3	1,132,892	FMV	SECURITIES	CHARITABLE DONATIONS

Enter total number of section 501(c)(3) and government organizations listed in the line 1 table ................ Bullet Image

Enter total number of other organizations listed in the line 1 table ........................ . Bullet Image

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50055P

Schedule I (Form 990) 2013

Page 2

Part III

Grants and Other Assistance to Individuals in the United States. Complete if the organization answered "Yes" to Form 990, Part IV, line 22.
Part III can be duplicated if additional space is needed.

(a)Type of grant or assistance	(b)Number of recipients	(c)Amount of cash grant	(d)Amount of non-cash assistance	(e)Method of valuation (book, FMV, appraisal, other)	(f)Description of non-cash assistance

Part IV

Supplemental Information. Provide the information required in Part I, line 2, Part III, column (b), and any other additional information.

Return Reference	Explanation
SCHEDULE I, PAGE 4, PART IV	HNA AFFILIATES, AS THE PARENT ENTITY OF THE HOME NURSING AGENCY FOUNDATION, CAN MONITOR THE USE OF THE FUNDS FROM THE DONATION OF SECURITIES THROUGH COMMUNICATION WITH THE MEMBERSHIP OF THE FOUNDATION'S BOARD. ALL FUNDS IN THE HOME NURSING AGENCY FOUNDATION ARE USED TO SUPPORT SERVICES PROVIDED BY HOME NURSING AGENCY & VISITING NURSE ASSOCIATION AND HOME NURSING AGENCY COMMUNITY SERVICES WITHIN PENNSYLVANIA.

Return Reference

Explanation

SCHEDULE I, PAGE 4, PART IV

HNA AFFILIATES, AS THE PARENT ENTITY OF THE HOME NURSING AGENCY FOUNDATION, CAN MONITOR THE USE OF THE FUNDS FROM THE DONATION OF SECURITIES THROUGH COMMUNICATION WITH THE MEMBERSHIP OF THE FOUNDATION'S BOARD. ALL FUNDS IN THE HOME NURSING AGENCY FOUNDATION ARE USED TO SUPPORT SERVICES PROVIDED BY HOME NURSING AGENCY & VISITING NURSE ASSOCIATION AND HOME NURSING AGENCY COMMUNITY SERVICES WITHIN PENNSYLVANIA.

Schedule I (Form 990) 2013

Additional Data

Software ID:
Software Version:

- TIN:

Schedule J
(Form 990)

Department of the Treasury
Internal Revenue Service

Compensation Information

For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
SchJMediumBullet

Complete if the organization answered "Yes" to Form 990, Part IV, line 23.
SchJMediumBullet

Attach to Form 990. SchJMediumBullet

See separate instructions.
SchJMediumBullet

Information about Schedule J (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public Inspection

Name of the organization

HOME NURSING AGENCY AFFILIATES

Employer identification number

25-1518698

Part I

Questions Regarding Compensation

Yes

Check the appropiate box(es) if the organization provided any of the following to or for a person listed in Form
990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items.

First-class or charter travel Housing allowance or residence for personal use

Travel for companions Payments for business use of personal residence

Tax idemnification and gross-up payments Health or social club dues or initiation fees

Discretionary spending account Personal services (e.g., maid, chauffeur, chef)

If any of the boxes in line 1a are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all of the expenses described above? If "No," complete Part III to explain....

Yes

Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all
directors, trustees, officers, including the CEO/Executive Director, regarding the items checked in line 1a? ..

Yes

Indicate which, if any, of the following the filing organization used to establish the compensation of the
organization's CEO/Executive Director. Check all that apply. Do not check any boxes for methods
used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III.

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

Form 990 of other organizations Approval by the board or compensation committee

During the year, did any person listed in Form 990, Part VII, Section A, line 1a with respect to the filing organization or a related organization:

Receive a severance payment or change-of-control payment? ................

Participate in, or receive payment from, a supplemental nonqualified retirement plan? .........

Yes

Participate in, or receive payment from, an equity-based compensation arrangement? .........

If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III.

Only 501(c)(3) and 501(c)(4) organizations only must complete lines 5-9.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the revenues of:

The organization? ...........................

Any related organization? .........................

If "Yes," to line 5a or 5b, describe in Part III.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the net earnings of:

The organization? ...........................

Any related organization? .........................

If "Yes," to line 6a or 6b, describe in Part III.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization provide any non-fixed
payments not described in lines 5 and 6? If "Yes," describe in Part III ............

Were any amounts reported in Form 990, Part VII, paid or accured pursuant to a contract that was
subject to the initial contract exception described in Regulations section 53.4958-4(a)(3)? If "Yes," describe
in Part III .............................

If "Yes" to line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50053T

Schedule J (Form 990) 2013

Page 2

Part II

Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use duplicate copies if additional space is needed.

For each individual whose compensation must be reported in Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions, on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.
Note. The sum of columns (B)(i)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and (E) amounts for that individual.

(A) Name and Title		(B) Breakdown of W-2 and/or 1099-MISC compensation			(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation reported as deferred in prior Form 990
(A) Name and Title		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation reported as deferred in prior Form 990
(1)GERALD MURRAYDIRECTOR	(i) (ii)	556,920	167,076	9,077	351,869	18,742	1,103,684
(2)JOHN LOVELACEDIRECTOR	(i) (ii)	319,449	283,000	22,640	39,011	12,667	676,767	13,289
(3)DEBORAH BRODINEDIRECTOR	(i) (ii)	270,606	260,000	18,083	52,923	17,754	619,366	16,937
(4)JEROME SHAFFERDIRECTOR	(i) (ii)	185,606	98,000	1,204	19,040	16,398	320,248
(5)ELEANOR MEDVEDDIRECTOR	(i) (ii)	148,474	93,000	735	14,214	16,821	273,244
(6)BRYANT WESLEYASS'T SECRETARY	(i) (ii)	142,497	55,000	441	11,435	5,793	215,166
(7)ROBERT R PACKERPRESIDENT & CEO	(i) (ii)	381,913	6,283	48,399	125,753	3,897	566,245
(8)GREGG A LAVERICKCFO & TREASURER	(i) (ii)	201,913	3,914	41,534	137,986		385,347
(9)REBECCA A WILLNECKERCHIEF PEOPLE OFFICER	(i) (ii)	178,051	17,210	396	9,932		205,589

Schedule J (Form 990) 2013

Page 3

Part III

Supplemental Information

Provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 3, 4a, 4b, 4c, 5a, 5b, 6a, 6b, 7, and 8, and for Part II.
Also complete this part for any additional information.

Return Reference	Explanation
SCHEDULE J, PART III	DURING THE FISCAL YEAR ENDING JUNE 30, 2014, MS. BRODINE SERVED AS A DIRECTOR FROM FEBRUARY 2014 TO JUNE 2014. HER COMPENSATION INCLUDED HEREIN REPRESENTS COMPENSATION FOR THE ENTIRE CALENDAR YEAR ENDING DECEMBER 31, 2013. MS. BRODINE IS PRESIDENT OF UPMC COMMUNITY PROVIDER SERVICES. DURING THE FISCAL YEAR ENDING JUNE 30, 2014, MR. LOVELACE SERVED AS A DIRECTOR FROM FEBRUARY 2014 TO JUNE 2014. HIS COMPENSATION INCLUDED HEREIN REPRESENTS COMPENSATION FOR THE ENTIRE CALENDAR YEAR ENDING DECEMBER 31, 2013. MR. LOVELACE IS PRESIDENT OF UPMC FOR YOU. DURING THE FISCAL YEAR ENDING JUNE 30, 2014, MS. MEDVED SERVED AS A DIRECTOR FROM FEBRUARY 2014 TO JUNE 2014. HER COMPENSATION INCLUDED HEREIN REPRESENTS COMPENSATION FOR THE ENTIRE CALENDAR YEAR ENDING DECEMBER 31, 2013. MS. MEDVED IS VICE PRESIDENT, WESTERN PHYSHIATRIC INSTITUTE AND CLINIC. DURING THE FISCAL YEAR ENDING JUNE 30, 2014, MR. SHAFFER SERVED AS A DIRECTOR FROM FEBRUARY 2014 TO JUNE 2014. HIS COMPENSATION INCLUDED HEREIN REPRESENTS COMPENSATION FOR THE ENTIRE CALENDAR YEAR ENDING DECEMBER 31, 2013. MR. SHAFFER IS CHIEF FINANCIAL OFFICER OF UPMC COMMUNITY PROVIDER SERVICES. DURING THE FISCAL YEAR ENDED JUNE 30, 2014, MR. WESLEY SERVED AS THE ASSISTANT SECRETARY FROM FEBRUARY 2014 TO JUNE 2014. HIS COMPENSATION INCLUDED HEREIN REPRESENTS COMPENSATION FOR THE ENTIRE CALENDAR YEAR ENDING DECEMBER 31, 2013. MR WESLEY IS SENIOR ASSOCIATE COUNSEL FOR UPMC. MR. MURRAY IS THE PRESIDENT/CHIEF EXECUTIVE OFFICER OF UPMC ALTOONA, AND SERVED AS A DIRECTOR FOR THE FULL FISCAL YEAR ENDING JUNE 30, 2014.

Return Reference

Explanation

SCHEDULE J, PART III

DURING THE FISCAL YEAR ENDING JUNE 30, 2014, MS. BRODINE SERVED AS A DIRECTOR FROM FEBRUARY 2014 TO JUNE 2014. HER COMPENSATION INCLUDED HEREIN REPRESENTS COMPENSATION FOR THE ENTIRE CALENDAR YEAR ENDING DECEMBER 31, 2013. MS. BRODINE IS PRESIDENT OF UPMC COMMUNITY PROVIDER SERVICES. DURING THE FISCAL YEAR ENDING JUNE 30, 2014, MR. LOVELACE SERVED AS A DIRECTOR FROM FEBRUARY 2014 TO JUNE 2014. HIS COMPENSATION INCLUDED HEREIN REPRESENTS COMPENSATION FOR THE ENTIRE CALENDAR YEAR ENDING DECEMBER 31, 2013. MR. LOVELACE IS PRESIDENT OF UPMC FOR YOU. DURING THE FISCAL YEAR ENDING JUNE 30, 2014, MS. MEDVED SERVED AS A DIRECTOR FROM FEBRUARY 2014 TO JUNE 2014. HER COMPENSATION INCLUDED HEREIN REPRESENTS COMPENSATION FOR THE ENTIRE CALENDAR YEAR ENDING DECEMBER 31, 2013. MS. MEDVED IS VICE PRESIDENT, WESTERN PHYSHIATRIC INSTITUTE AND CLINIC. DURING THE FISCAL YEAR ENDING JUNE 30, 2014, MR. SHAFFER SERVED AS A DIRECTOR FROM FEBRUARY 2014 TO JUNE 2014. HIS COMPENSATION INCLUDED HEREIN REPRESENTS COMPENSATION FOR THE ENTIRE CALENDAR YEAR ENDING DECEMBER 31, 2013. MR. SHAFFER IS CHIEF FINANCIAL OFFICER OF UPMC COMMUNITY PROVIDER SERVICES. DURING THE FISCAL YEAR ENDED JUNE 30, 2014, MR. WESLEY SERVED AS THE ASSISTANT SECRETARY FROM FEBRUARY 2014 TO JUNE 2014. HIS COMPENSATION INCLUDED HEREIN REPRESENTS COMPENSATION FOR THE ENTIRE CALENDAR YEAR ENDING DECEMBER 31, 2013. MR WESLEY IS SENIOR ASSOCIATE COUNSEL FOR UPMC. MR. MURRAY IS THE PRESIDENT/CHIEF EXECUTIVE OFFICER OF UPMC ALTOONA, AND SERVED AS A DIRECTOR FOR THE FULL FISCAL YEAR ENDING JUNE 30, 2014.

Schedule J (Form 990) 2013

Additional Data

Software ID:
Software Version:

- TIN:

Schedule K
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Information on Tax Exempt Bonds

Complete if the organization answered "Yes" to Form 990, Part IV, line 24a. Provide descriptions,
explanations, and any additional information in Part VI.
SchKMediumBullet

Attach to Form 990. SchKMediumBullet

See separate instructions.
SchKMediumBullet

Information about Schedule K (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public
Inspection

Name of the organization
HOME NURSING AGENCY AFFILIATES

Employer identification number
25-1518698

Part I

Bond Issues

(a) Issuer name		(b) Issuer EIN	(c) CUSIP #	(d) Date issued	(e) Issue price	(f) Description of purpose	(g) Defeased		(h) On behalf of issuer		(i) Pool financing
(a) Issuer name		(b) Issuer EIN	(c) CUSIP #	(d) Date issued	(e) Issue price	(f) Description of purpose	Yes	No	Yes	No	Yes	No
A	COMMERCIAL TAX EXEMPT MORTGAGE	25-3700143		05-03-2012	2,200,000	FINANCING OF PROPERTY		X		X		X

Part II

Proceeds

	A		B		C		D
	1 Amount of bonds retired . . . . . . . . . . . . . .	163,751
2 Amount of bonds legally defeased . . . . . . . . . . .
3 Total proceeds of issue . . . . . . . . . . . . . .	2,200,000
4 Gross proceeds in reserve funds . . . . . . . . . . . .
5 Capitalized interest from proceeds . . . . . . . . . . .
6 Proceeds in refunding escrows . . . . . . . . . . . .
7 Issuance costs from proceeds . . . . . . . . . . . .	40,007
8 Credit enhancement from proceeds . . . . . . . . . . .
9 Working capital expenditures from proceeds . . . . . . . . .
10 Capital expenditures from proceeds . . . . . . . . . . .	2,159,993
11 Other spent proceeds . . . . . . . . . . . . . .
12 Other unspent proceeds . . . . . . . . . . . . . .
13 Year of substantial completion . . . . . . . . . . . .	2011
	Yes	No	Yes	No	Yes	No	Yes	No
14 Were the bonds issued as part of a current refunding issue? . . . . .		X
15 Were the bonds issued as part of an advance refunding issue? . . . . .		X
16 Has the final allocation of proceeds been made? . . . . . . . .	X
17 Does the organization maintain adequate books and records to support the final allocation of proceeds? . . . . . . . . . . . . . .	X

Part III

Private Business Use

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Was the organization a partner in a partnership, or a member of an LLC, which owned property financed by tax-exempt bonds? . . . . . . .		X
2 Are there any lease arrangements that may result in private business use of bond-financed property? . . . . . . . . .		X

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50193E

Schedule K (Form 990) 2013

Page 2

Part III

Private Business Use (Continued)

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
3a Are there any management or service contracts that may result in private business use of bond-financed property? . . . . . . . . . . . .		X
b If "Yes" to line 3a, does the organization routinely engage bond counsel or other outside counsel to review any management or service contracts relating to the financed property?
c Are there any research agreements that may result in private business use of bond-financed property? . . . . . . . . . . . . . . .		X
d If "Yes" to line 3c, does the organization routinely engage bond counsel or other outside counsel to review any research agreements relating to the financed property?
4 Enter the percentage of financed property used in a private business use by entities other than a section 501(c)(3) organization or a state or local government . .
5 Enter the percentage of financed property used in a private business use as a result of unrelated trade or business activity carried on by your organization, another section 501(c)(3) organization, or a state or local government . . . . . . .
6 Total of lines 4 and 5 . . . . . . . . . . . . .
7 Does the bond issue meet the private security or payment test? . . . . .		X
8a Has there been a sale or disposition of any of the bond financed property to a nongovernmental person other than a 501(c)(3) organization since the bonds were issued?. . . . . . . . . . . . . . . . .		X
b If "Yes" to line 8a, enter the percentage of bond-financed property sold or disposed of.
c If "Yes" to line 8a, was any remedial action taken pursuant to Regulations sections 1.141-12 and 1.145-2? . . . . . . . . . . . . .
9 Has the organization established written procedures to ensure that all nonqualified bonds of the issue are remediated in accordance with the requirements under Regulations sections 1.141-12 and 1.145-2? . . . . . . .	X

Part IV

Arbitrage

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Has the issuer filed Form 8038-T? . . . . .		X
2 If "No" to line 1, did the following apply? . . . .
a Rebate not due yet? . . . . . . . .		X
b Exception to rebate? . . . . . . . .	X
c No rebate due? . . . . . . . .		X
If you checked "No rebate due" in line 2c, provide in Part VI the date the rebate computation was performed
3 Is the bond issue a variable rate issue? . . . .		X
4a Has the organization or the governmental issuer entered into a qualified hedge with respect to the bond issue?		X
b Name of provider . . . . . . . . .
c Term of hedge . . . . . . . . . .
d Was the hedge superintegrated? . . . .
e Was the hedge terminated? . . . . . .

Schedule K (Form 990) 2013

Page 3

Part IV

Arbitrage (Continued)

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
5a Were gross proceeds invested in a guaranteed investment contract (GIC)? . . . . . . . . .		X
b Name of provider . . . . . . . . .
c Term of GIC . . . . . . . . . .
d Was the regulatory safe harbor for establishing the fair market value of the GIC satisfied? . . . . .
6 Were any gross proceeds invested beyond an available temporary period? . . . . . . . .		X
7 Has the organization established written procedures to monitor the requirements of section 148? . . .	X

Part V

Procedures To Undertake Corrective Action

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
Has the organization established written procedures to ensure that violations of federal tax requirements are timely identified and corrected through the voluntary closing agreement program if self-remediation is not available under applicable regulations?

Part VI

Supplemental Information. Provide additional information for responses to questions on Schedule K (see instructions).

Return Reference	Explanation
SCHEDULE K - ADDITIONAL INFORMATION	COMMERCIAL TAX EXEMPT MORTGAGE PART 1 - BOND ISSUES A) ISSUER NAME: BLAIR COUNTY GENERAL AUTHORITY MORTGAGE REVENUE NOTE, SERIES OF 2012 (HOME NURSING AGENY PROJECT) (THE "NOTE") THE BLAIR COUNTY GENERAL AUTHORITY HAS ASSIGNED TO RELIANCE SAVINGS BANK, AS OF MAY 3, 2012, ALL RIGHTS, TITLE AND INTEREST OF THE BLAIR COUNTY GENERAL AUTHORITY IN AND TO THE NOTE, AND ALL PAYMENTS THEREUNDER. HOME NURSING AGENCY AFFILIATES ENTERED INTO A MORTGAGE AND SECURITY AGREEMENT FOR 2,200,000 WITH RELIANCE SAVINGS BANK ON MAY 3, 2012, TO FINANCE THE 2009 PURCHASE OF LAND AND BUILDING, PLUS SUBSEQUENT RENOVATIONS, AT THE ADDRESS OF 20 SHERATON DRIVE, ALTOONA, PA 16601. THE FINAL PAYMENT OF THE MORTGAGE NOTE IS DUE MAY 1, 2032. AS OF JUNE 30, 2014, THE OUTSTANDING BALANCE OF THE HNA AFFILIATES MORTGAGE IS 2,036,249.

Return Reference

Explanation

SCHEDULE K - ADDITIONAL INFORMATION

COMMERCIAL TAX EXEMPT MORTGAGE PART 1 - BOND ISSUES A) ISSUER NAME: BLAIR COUNTY GENERAL AUTHORITY MORTGAGE REVENUE NOTE, SERIES OF 2012 (HOME NURSING AGENY PROJECT) (THE "NOTE") THE BLAIR COUNTY GENERAL AUTHORITY HAS ASSIGNED TO RELIANCE SAVINGS BANK, AS OF MAY 3, 2012, ALL RIGHTS, TITLE AND INTEREST OF THE BLAIR COUNTY GENERAL AUTHORITY IN AND TO THE NOTE, AND ALL PAYMENTS THEREUNDER. HOME NURSING AGENCY AFFILIATES ENTERED INTO A MORTGAGE AND SECURITY AGREEMENT FOR 2,200,000 WITH RELIANCE SAVINGS BANK ON MAY 3, 2012, TO FINANCE THE 2009 PURCHASE OF LAND AND BUILDING, PLUS SUBSEQUENT RENOVATIONS, AT THE ADDRESS OF 20 SHERATON DRIVE, ALTOONA, PA 16601. THE FINAL PAYMENT OF THE MORTGAGE NOTE IS DUE MAY 1, 2032. AS OF JUNE 30, 2014, THE OUTSTANDING BALANCE OF THE HNA AFFILIATES MORTGAGE IS 2,036,249.

Schedule K (Form 990) 2013

Additional Data

Software ID:
Software Version:

- TIN:

Schedule L
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Transactions with Interested Persons

Complete if the organization answered
"Yes" on Form 990, Part IV, lines 25a, 25b, 26, 27, 28a, 28b, or 28c,
or Form 990-EZ, Part V, line 38a or 40b.
MediumBullet

Attach to Form 990 or Form 990-EZ. MediumBullet

See separate instructions.
MediumBullet

Information about Schedule L (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public Inspection

Name of the organization

HOME NURSING AGENCY AFFILIATES

Employer identification number

25-1518698

Part I

Excess Benefit Transactions (section 501(c)(3) and section 501(c)(4) organizations only).
Complete if the organization answered "Yes" on Form 990, Part IV, line 25a or 25b, or Form 990-EZ, Part V, line 40b.

1(a) Name of disqualified person	(c) Description of transaction	(d) Corrected?
1(a) Name of disqualified person	(c) Description of transaction	Yes	No

Enter the amount of tax incurred by organization managers or disqualified persons during the year under section 4958. ........................... Bullet Image

Enter the amount of tax, if any, on line 2, above, reimbursed by the organization ....... Bullet Image

Part II

Loans to and/or From Interested Persons.
Complete if the organization answered "Yes" on Form 990-EZ, Part V, line 38a, or Form 990, Part IV, line 26; or if the organization reported an amount on Form 990, Part X, line 5, 6, or 22

(a) Name of interested person	(b) Relationship with organization	(c) Purpose of loan	(d) Loan to or from the organization?		(e)Original principal amount	(f)Balance due	(g) In default?		(h) Approved by board or committee?		(i)Written agreement?
(a) Name of interested person	(b) Relationship with organization	(c) Purpose of loan	To	From	(e)Original principal amount	(f)Balance due	Yes	No	Yes	No	Yes	No






Total ...... $

Part III

Grants or Assistance Benefitting Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 27.

(a) Name of interested person	(b) Relationship between interested person and the organization	(c) Amount of assistance	(d) Type of assistance	(e) Purpose of assistance

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.

Cat. No. 50056A

Schedule L (Form 990 or 990-EZ) 2013

Page 2

Part IV

Business Transactions Involving Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 28a, 28b, or 28c.

(a) Name of interested person	(b) Relationship between interested person and the organization	(c) Amount of transaction	(d) Description of transaction	(e) Sharing of organization's revenues?
(a) Name of interested person		(c) Amount of transaction	(d) Description of transaction	Yes	No
(1) DONALD DEVORRIS	DIRECTOR	591,367	RENT		No
(2) TIMOTHY SISSLER	DIRECTOR	153,780	MORTGAGE SERVICES		No

Part V

Supplemental Information
Provide additional information for responses to questions on Schedule L (see instructions).

Return Reference	Explanation
SCHEDULE L, PART V	PART IV - THE ITEM IN LINE 1, WITH TRANSACTION AMOUNT OF 591,367, REPRESENTS RENTS PAID TO DONALD DEVORRIS' CORPORATION PART IV - THE ITEM IN LINE 2, WITH TRANSACTION AMOUNT OF 153,780, REPRESENTS MORTGAGE PAYMENTS TO THE EMPLOYER OF TIMOTHY SISSLER.

Schedule L (Form 990 or 990-EZ) 2013

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
MediumBullet

Attach to Form 990 or 990-EZ.
MediumBullet

Information about Schedule O (Form 990 or 990-EZ) and its instructions is at
www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public
Inspection

Name of the organization

HOME NURSING AGENCY AFFILIATES

Employer identification number

25-1518698

Return Reference	Explanation
FORM 990 - ORGANIZATION'S MISSION	HOME NURSING AGENCY AFFILIATES IS REFERRED TO AS "HNA AFFILIATES" WITHIN THIS FORM 990. FORM 990, PART I, LINE 1 AND PART III, LINE 1 - ORGANIZATION'S MISSION AS PROVIDED IN ITS ARTICLES, THE CORPORATION IS ORGANIZED AND SHALL BE OPERATED EXCLUSIVELY FOR EXEMPT PURPOSES WITHIN THE MEANING OF SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED(OR THE CORRESPONDING PROVISION OF ANY FUTURE UNITED STATES INTERNAL REVENUE LAW)(THE "CODE"), AND, IN FURTHERANCE THEREOF, OPERATING EXCLUSIVELY FOR THE BENEFIT OF AND TO SUPPORT HOME NURSING AGENCY VISITING NURSE ASSOCIATION AND HOME NURSING AGENCY COMMUNITY SERVICES, EACH OF WHICH IS A PENNSYLVANIA NONPROFIT CORPORATION, PROVIDED THAT EACH SUCH CORPORATION IS AN ORGANIZATION DESCRIBED IN SECTION 509(A)(1) OR 509(A)(2) OF THE CODE.
FORM 990, PAGE 2, PART III, LINE 4B	SUPPORTING SERVICES AS WELL AS PROVIDING LEADERSHIP AND STRATEGIC ASSISTANCE TO HOME NURSING AGENCY VISITING NURSE ASSOCIATION, HOME NURSING AGENCY COMMUNITY SERVICES, AND QUALITY FIRST HEALTHCARE, LLC. FORM 990, PART III, LINE 4B HOME NURSING AGENCY SYNOPSIS: SINCE ITS HUMBLE BEGINNINGS IN THE LATE 1960S, HOME NURSING AGENCY HEALTH PROFESSIONALS CONTINUE TO LISTEN AND TRANSFORM THE DELIVERY AND INTEGRATION OF HEALTH CARE THROUGH INNOVATIVE CARE MODELS AND OPERATIONS. THROUGH COLLABORATIONS WITH ALL LEVELS OF COMMUNITY AND CIVIC ORGANIZATIONS COMMINGLED WITH EXCEPTIONAL LEADERSHIP, CLINICAL EXCELLENCE, FORESIGHT, AND ADVANCEMENT OF PERSON-CENTERED SERVICES IN RURAL PENNSYLVANIA, HOME NURSING AGENCY (HNA) IS ONE OF THE NATION'S LARGEST AND MOST DIVERSE NOT-FOR- PROFIT, POST-ACUTE AND COMMUNITY-BASED WELLNESS AGENCIES, AND AFFILIATED WITH THE UPMC COMMUNITY PROVIDER SERVICES ("UPMC") IN JULY 2013. UPMC AND HNA HAVE COME TOGETHER NOT ONLY TO ADVANCE THE HEALTH AND WELFARE IN ALL OF THE COMMUNITIES CURRENTLY SERVED BY HNA, BUT ALSO TO EXPAND EXISTING SERVICES INTO NEW REGIONS IN PENNSYLVANIA. COLLECTIVELY, HOME NURSING AGENCY & VISITING NURSE ASSOCIATION AND HOME NURSING AGENCY COMMUNITY SERVICES DEVOTION TO BEST PRACTICES, ALONG WITH CONSTANT AND TIRELESS FRONT-LINE ADVOCACY AT THE LOCAL, STATE, AND NATIONAL LEVELS, HAVE SECURED BOTH DOLLARS AND CREDIBILITY FOR SERVICES TO SUPPORT AND BENEFIT THE REGION'S MOST VULNERABLE CITIZENS, HEADQUARTERED IN THE HOMES AND COMMUNITY-BASED SITES THROUGHOUT 15 COUNTIES IN PENNSYLVANIA, HNA'S 900+ EMPLOYEES SERVED MORE THAN 23,000 RESIDENTS IN 2013-2014 ALONE WITH REMARKABLE CARE. COMMITTED TO HNA'S CORE PRINCIPLES OF CUSTOMER SATISFACTION, EMPLOYEE SATISFACTION, QUALITY, LEADERSHIP, AND PROFITABLE GROWTH, EMPLOYEES HAVE CREATED A CULTURE OF EXCELLENCE, AND HAVE NAMED HNA AS A BEST PLACE TO WORK IN PA (2004-2010, 2012, AND 2013). QUALITY FIRST HEALTHCARE LLC (QFH) OPERATED A PERSONAL CARE HOME WITH A 75 BED CAPACITY IN BLAIR COUNTY, PA, DURING THE YEAR ENDED JUNE 30, 2014. IN ADDITION, QFH OWNED AMERICAN HOME HEALTH, INC., A HOME HEALTH AGENCY LOCATED IN NORTHEAST OHIO, SERVING 1,000 CLIENTS IN THE 2013-14 FISCAL YEAR.
FORM 990, PART VI	FORM 990, PART VI, LINE 12B DIRECTORS ARE REQUIRED TO DISCLOSE CONFLICTS OF INTEREST ANNUALLY THROUGH COMPLETION OF A SPECIFIC QUESTIONAIRE. ALL ORGANIZATION LEADERS, INCLUDING OFFICERS AND KEY EMPLOYEES, HAVE SIGNED A CONFLICT OF INTEREST AGREEMENT, WHICH REQUIRES THEM TO DISCLOSE CONFLICTS AS THEY OCCUR.
FORM 990, PAGE 6, PART VI, LINE 2	MORLEY COHN; JAMES DRENNING BUSINESS RELATIONSHIPS MORLEY COHN; GERALD MURRAY BUSINESS RELATIONSHIPS DONALD DETWILER; DONALD DEVORRIS BUSINESS RELATIONSHIPS ROBERT PACKER; FRAN VAUGHN BUSINESS RELATIONSHIPS GERALD MURRAY; JAMES DRENNING BUSINESS RELATIONSHIPS
FORM 990, PAGE 6, PART VI, LINE 4	EFFECTIVE JANUARY 1, 2014, THE ORGANIZATION'S BOARD OF DIRECTORS AMENDED AND RESTATED THE BYLAWS. THE ARTICLES OF INCORPORATION WERE ALSO MODIFIED TO REFLECT THE SIGNIFICANT CHANGES WHICH INCLUDED: THE SOLE MEMBER OF THE CORPORATION TRANSFERRING FROM UPMC ALTOONA, FORMALLY ALTOONA REGIONAL HEALTH SYSTEM, TO UPMC COMMUNITY PROVIDER SERVICES. REVISIONS TO THE RESERVE POWERS HELD BY THE NEW SOLE MEMBER AND CREATION OF RESERVE POWERS THAT WILL BE MAINTAINED BY UPMC ALTOONA DURING THE INTEGRATIONS PERIOD. THESE REVISIONS ARE DESCRIBED IN 7B.
FORM 990, PAGE 6, PART VI, LINE 6	ARTICLE III, SECTION 3.1 OF THE HOME NURSING AGENCY AFFILIATES BYLAWS INDICATES THAT THE SOLE MEMBER OF THIS CORPORATION IS UPMC COMMUNITY PROVIDER SERVICES.
FORM 990, PAGE 6, PART VI, LINE 7A	ARTICLE III, SECTION 3.2, (G) OF THE HOME NURSING AGENCY AFFILIATES BYLAWS PERMITS UPMC COMMUNITY PROVIDER SERVICES TO APPOINT THE DIRECTORS OF THE CORPORATION (APART FROM EX-OFFICIO DIRECTORS). ARTICLE V, SECTION 5.2 DEFINES THE EX-OFFICIO DIRECTORS AS THE: PRESIDENT AND CEO OF THE CORPORATION. TO SERVE AS AN EX-OFFICIO, NON-VOTING DIRECTOR, AND THE PRESIDENT AND CEO OF UPMC ALTOONA, TO SERVE AS AN EX-OFFICIO, VOTING DIRECTOR. THE BOARD SHALL ALSO INCLUDE THE CHAIRPERSON OF EACH SUPPORTED ORGANIZATION AND THE CHAIRPERSON OF HOME NURSING ASSOCIATION FOUNDATION, WHO ARE ALSO DIRECTORS OF THE RESPECTIVE ORGANIZATION, TO SERVE AS EX-OFFICIO, VOTING DIRECTORS. EXCEPT FOR THE EX-OFFICIO DIRECTORS, DIRECTORS SHALL BE APPOINTED BY UPMC COMMUNITY PROVIDER SERVICES. EACH DIRECTOR APPOINTED BY UPMC COMMUNITY PROVIDER SERVICES SHALL HOLD OFFICE BEGINNING IMMEDIATELY FOLLOWING HIS OR HER APPOINTMENT, AND SHALL SERVE UNTIL REPLACED BY THE UPMC COMMUNITY PROVIDER SERVICES. ARTICLE V, SECTION 5.3 INDICATES THAT EXCEPT FOR EX-OFFICIO DIRECTORS, ALL VACANCIES ON THE BOARD OF DIRECTORS SHALL BE FILLED BY UPMC COMMUNITY PROVIDER SERVICES.
FORM 990, PAGE 6, PART VI, LINE 7B	ARTICLE III OUTLINES THE RIGHTS AND AUTHORITY OF UPMC COMMUNITY PROVIDER SERVICES AS THE SOLE MEMBER: SUBJECT TO THE LIMITATIONS IN ARTICLE IV BELOW DURING THE INTEGRATION PERIOD, THE SOLE MEMBER, ACTING THROUGH THE MEMBER'S REPRESENTATIVE, SHALL HAVE THE POWER TO INITIATE OR TO APPROVE THE FOLLOWING ITEMS BEFORE THEY MAY BE IMPLEMENTED BY THE CORPORATION OR BY ANY CORPORATION SUBSIDIARY: (A)ANY STRATEGIC PLANS AND ANY OPERATING AND CAPITAL BUDGETS OF THE CORPORATION AND EACH CORPORATION SUBSIDIARY (B)AMENDMENTS TO THE CORPORATION'S ARTICLES OR BYLAW OR AMENDMENTS TO THE ARTICLES OR BYLAWS OF EACH CORPORATION SUBSIDIARY (APART FROM A CHANGE OF REGISTERED OFFICE); (C)MERGER, CONSOLIDATION, DISSOLUTION AND SALE OF SUBSTANTIAL ASSETS OF THE CORPORATION OR ANY CORPORATION SUBSIDIARY; (D)INCURRENCE OF INDEBTEDNESS BY THE CORPORATION OR ANY CORPORATION SUBSIDIARY (OTHER THAN TRADE AND/ OR ACCOUNTS PAYABLE ARISING IN THE ORDINARY COURSE OF BUSINESS); (E)THE ESTABLISHMENT, TERMINATION OR WITHDRAWL FROM JOINT VENTURES INVOLVING THE CORPORATION (OR ANY CORPORATION SUBSIDIARY) IN WHICH THE CORPORATION OR ANY CORPORATION SUBSIDIARY, AS APPLICABLE, HAS CONTROLLING INTEREST; (F)THE APPOINTMENT OF THE PRESIDENT OR CHIEF EXECUTIVE OFFICER OF THE CORPORATION AND EACH CORPORATION SUBSIDIARY; (G)THE APPOINTMENT OF THE DIRECTORS OF THE CORPORATION (APART FORM EX- OFFICIO DIRECTORS); (H)ANY PLAN OF DIVISION OF THE CORPORATION; (I)ANY OTHER APPROVALS AND/OR ACTIONS ARE RESERVED TO THE SOLE MEMBER BY VIRTUE OF THESE BYLAWS. ARTICLE IV DESCRIBES THE RESERVE POWERS DURING AN INTEGRATION PERIOD THAT BEGAN ON JUNE 25, 2013 AND EXPIRES FIVE YEARS THEREAFTER: DURING THE INTEGRATION PERIOD, THE DECISIONS AND ACTIONS SPECIFIED IN PARAGRAPHS (A) - (C) BELOW SHALL REQUIRE THE APPROVAL OF BOTH THE ALTOONA DESIGNATED DIRECTORS OF THE UPMC ALTOONA BOARD AND THE SOLE MEMBER. SUCH DECISIONS AND ACTIONS MAY NOT BE TAKEN BY THE CORPORATION WITHOUT THE SEPERATE CONCURRENCE OF THE ALTOONA DESIGNATED DIRECTORS OF THE UPMC ALTOONA BOARD AND THE SOLE MEMBER. THE ALTOONA DESIGNATED DIRECTORS OF THE UPMC ALTOONA BOARD AND THE SOLE MEMBER SHALL TOGETHER HAVE THE POWER AND AUTHORITY TO MAKE ANY SUCH DECISIONS AND INITIATE AND IMPLEMENT ANY SUCH ACTIONS (AND THEY MAY, BUT NEED NOT SEEK, THE CONCURRENCE OF APPROVAL OF THE BOARD OF THE CORPORATION). (A) ANY CHANGE IN THE CORPORATE STRUCTURE OF THE CORPORATION OR THE SUPPORTED ORGANIZATIONS (INCLUDING THROUGH MERGER, CONSOLIDATION, DIVISION, LIQUIDATION, OR CREATION OF PARENT ENTITIES); (B) THE SALE, LEASE, TRANSFER, LICENSE, EXCHANGE OR JOINT VENTURE, OR OTHER DISPOSITION, WHETHER WITHIN THE SYSTEM OR EXTERNAL THERETO, INVOLVING ALL OR SUBSTANTIALLY ALL OF THE ASSETS OR BUSINESS OR SIGNIFICANT PRODUCT LINES OF THE CORPORATION ON THE SUPPORTED ORGANIZATIONS; OR (C) DISCONTINUATION OF ANY LICENSED PROGRAMS OF THE CORPORATION OR THE SUPPORTED ORGANIZATIONS. IF THE ALTOONA DESIGNATED DIRECTORS OF THE UPMC ALTOONA BOARD AND THE SOLE MEMBER FAIL TO AGREE ON ANY OF THE ABOVE MATTERS, THE PROCESS DESCRIBED IN SECTION 10.7 OF THE INTEGRATION AGREEMENT WILL BE FOLLOWED. SECTION 4.2 FOLLOWING THE INTEGRATION PERIOD. AT THE CONCLUSION OF THE INTEGRATION PERIOD, THE POWER TO MAKE DECISIONS WITH RESPECT TO THOSE MATTERS IN SECTION 4.1 ABOVE SHALL VEST EXCLUSIVELY WITH THE SOLE MEMBER, EXCEPT AS EXPRESSLY LIMITED BY THE INTEGRATION AGREEMENT, AND WILL INCLUDE, WITHOUT LIMITATION, THE POWER TO INITIATE ACTIONS BY OR ON BEHALF OF THE CORPORATION. ACCORDINGLY, THE SOLE MEMBER SHALL HAVE THE RIGHTS TO (A) INITIATE THE ACTIONS SPECIFIED IN SECTION 4.1 OR ANY OTHER ACTIONS, (B) CAUSE THE CORPORATION TO TAKE SUCH ACTIONS WITHOUT PRIOR APPROVAL OR CONCURRENCE OF THE CORPORATION'S BOARD OR UPMC ALTOONA'S BOARD, AND (C) APPROVE OR DISAPPROVE ANY ACTIONS OF THE CORPORATION'S BOARD, IN EACH CASE, EXCEPT AS SUCH ACTIONS MAY CONTRAVENE THE INEGRATION AGREEMENT. SECTION 4.3 FURTHER RIGHTS AND AUTHORITY OF UPMC ALTOONA. BOTH DURING AND FOLLOWING THE INTEGRATION PERIOD, THE BOARD OF UPMC ALTOONA WILL RECEIVE REGULAR REPORTS, AND SHALL HAVE THE OPPORTUNITY TO PARTICIPATE IN DISCUSSIONS, CONCERNING THE ACTIVITIES OF THE CORPORATION, AND THE SOLE MEMBER AND THE BOARD OF THE CORPORATION SHALL COMPLY WITH THIS REQUIREMENT. IN PARTICULAR, DURING AND FOLLOWING THE INTEGRATION PERIOD, WITH RESPECT TO THE PROPERTIES, BUSINESS, SERVICES, OPERATIONS AND PLANS OF THE CORPORATION, THE SOLE MEMBER AND THE CORPORATION WILL PROVIDE RELEVANT INFORMATION TO THE BOARD OF UPMC ALTOONA IN ADVANCE, SOLICIT ITS INPUT AND RESPOND TO ITS QUESTIONS, AND ENDEAVOR IN GOOD FAITH TO RECONCILE ANY DIFFERENCES OF VIEWPOINT.
FORM 990, PAGE 6, PART VI, LINE 11B	THE COMPLETED FORM 990 OF HNA AFFILIATES WAS PROVIDED TO THE ATTENDEES OF A MEETING OF THE HOME NURSING AGENCY AFFILIATES BOARD OF DIRECTORS.
FORM 990, PAGE 6, PART VI, LINE 12C	TO FAMILIARIZE THEMSELVES WITH POTENTIAL CONFLICTS, THE HOME NURSING AGENCY CEO, CFO, CHIEF PEOPLE OFFICER, AND THE COMPLIANCE OFFICER REVIEW EACH FORM COMPLETED ANNUALLY BY MEMBERS OF THE BOARDS. ALL BOARD AND COMMITTEE MEETINGS ARE ATTENDED BY AT LEAST ONE PERSON IN THIS GROUP. IF POTENTIAL CONFLICT SURFACES BEFORE OR DURING A MEETING, THEY ARE RESPONSIBLE FOR ENSURING THAT THE CONFLICT IS NOTED AND APPROPRIATE ACTION IS TAKEN.
FORM 990, PAGE 6, PART VI, LINE 15A	EXECUTIVE COMPENSATION FOR THE HOME NURSING AGENCY CEO IS REVIEWED AND ANALYZED BY AN INDEPENDENT CONSULTANT TO DETERMINE REGION AND MARKET CONDITIONS FOR BOTH WAGES AND BENEFITS. RESULTS OF THOSE FINDINGS ARE PRESENTED TO AN EXECUTIVE COMPENSATION COMMITTEE FOR FURTHER REVIEW, ANALYSIS, RECOMMENDATIONS, AND APPROVALS.
FORM 990, PAGE 6, PART VI, LINE 15B	EXECUTIVE COMPENSATION FOR KEY EMPLOYEES IS REVIEWED AND ANALYZED BY AN INDEPENDENT CONSULTANT TO DETERMINE REGION AND MARKET CONDITIONS FOR BOTH WAGES AND BENEFITS. RESULTS OF THOSE FINDINGS ARE PRESENTED TO AN EXECUTIVE COMPENSATION COMMITTEE FOR FURTHER REVIEW, ANALYSIS, RECOMMENDATIONS, AND APPROVALS.
FORM 990, PAGE 6, PART VI, LINE 19	THE ORGANIZATION DOES NOT MAKE ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE TO THE GENERAL PUBLIC. FINANCIAL AND GOVERNANCE INFORMATION IS AVAILABLE IN THE ORGANIZATION'S ANNUAL REPORT AND FORM 990; BOTH OF WHICH ARE AVAILABLE TO THE GENERAL PUBLIC UPON REQUEST.
FORM 990, PART VII	ALL COMPENSATION IS PAID TO PERSONS FOR THEIR OPERATIONAL ROLES TO HNA AFFILIATES, AND NO COMPENSATION IS PAID FOR THEIR ROLE AS A DIRECTOR. FORM 990, PART VII, COMPENSATION: COLUMN B AVERAGE HOURS PER WEEK: THE SOFTWARE USED TO SUBMIT THIS FORM 990 ROUNDS THE AVERAGE HOURS TO A WHOLE NUMBER. BELOW ARE LISTED THE ACTUAL AVERAGE HOURS PER WEEK. THE TIME FRAME IN HIS OR HER POSITION IS ALSO LISTED BELOW. DUE TO THE CORPORATE RESTRUCTURING DESCRIBED IN PART VI, LINE 4, DEBORAH BRODINE, DIRECTOR, FEB - JUNE 2014 - 0.10 HOURS PER WEEK - 50 HOURS RELATED ORG MICHAEL ROUTCH, SECRETARY, FEB - JUNE 2014 - 0.10 HOURS PER WEEK - 0 HOURS RELATED ORG JEROME SHAFFER, DIRECTOR, FEB - JUNE 2014 - 0.10 HOURS PER WEEK - 50 HOURS RELATED ORG BRYANT WESLEY, ASST SECRETARY, FEB - JUNE 2014 - 0.10 HOURS PER WEEK - 50 HOURS RELATED ORG MORLEY COHN, DIRECTOR, JULY 2013 - JAN 2014 - 0.10 HOURS PER WEEK - 1.00 HOURS RELATED ORG BERNARD CREPPAGE, CHAIRMAN, JULY 2013 - JUNE 2014 - 0.80 HOURS PER WEEK - 1.5 HOURS RELATED ORG DONALD DETWILER, DIRECTOR, JULY 2013, JAN 2014 - 0.10 HOURS PER WEEK - 0 HOURS RELATED ORG DONALD DEVORRIS, DIRECTOR, JULY 2013 - JAN 2014 - 0.20 HOURS PER WEEK - 0 HOURS RELATED ORG JAMES DRENNING, DIRECTOR, JULY 2013 - JAN 2014 - 0.30 HOURS PER WEEK - 1.2 HOURS RELATED ORG BRUCE ERB, DIRECTOR, JULY 2013 - JUNE 2014 - 0.40 HOURS PER WEEK - 1.4 HOURS RELATED ORG BARRY HALBRITTER, DIRECTOR, JULY 2013 - JUNE 2014 - 0.20 HOURS PER WEEK - 0.3 HOURS RELATED ORG ALLAN HANCOCK, DIRECTOR, JULY 2013 - JAN 2014 - 0.40 HOURS PER WEEK - 0.5 HOURS RELATED ORG GERALD MURRAY, DIRECTOR, JULY 2013 - JUNE 2014 - 0.20 HOURS PER WEEK - 50 HOURS RELATED ORG ROBERT SCHOLL, DIRECTOR, JULY 2013 - JAN 2014 - 0.20 HOURS PER WEEK - 0 HOURS RELATED ORG TIMOTHY SISSLER, DIRECTOR, JULY 2013 - JAN 2014- 0.20 HOURS PER WEEK - 0 HOURS RELATED ORG JOHN WOLF, DIRECTOR, JULY 2013 - JAN 2014 - 0.10 HOURS PER WEEK - 0 HOURS RELATED ORG GREGG LAVERICK, CFO - 50 HOURS PER WEEK - 0 HOURS RELATED ORG ROBERT PACKER, PRESIDENT & CEO - 60 HOURS PER WEEK - 0 HOURS RELATED ORG REBECCA WILLNECKER, CPO - 50 HOURS PER WEEK - 0 HOURS RELATED ORG JOHN LOVELACE, DIRECTOR , FEB - JUNE 2014 - 0.10 HOURS PER WEEK - 50 HOURS RELATED ORG ELEANOR MEDVED, DIRECTOR, FEB - JUNE 2014 - 0.10 HOURS PER WEEK - 50 HOURS RELATED ORG
FORM 990, PART XI, LINE 9	PENSION OTHER COMPREHENSIVE INCOME 136,191
FORM 990, PART XII	FORM 990, PART XII, LINE 2B - AUDITED FINANCIAL STATEMENTS THE FINANCIAL STATEMENTS OF HNA AFFILIATES ARE CONSOLIDATED INTO AND REPORTED IN THE UPMC AUDITED CONSOLIDATED FINANCIAL STATEMENTS, FOR THE YEAR ENDED JUNE 30, 2014.

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2013

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

Complete if the organization answered "Yes" on Form 990, Part IV, line 33, 34, 35b, 36, or 37.
MediumBullet

Attach to Form 990. MediumBullet

See separate instructions.
MediumBullet

Information about Schedule R (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public Inspection

Name of the organization

HOME NURSING AGENCY AFFILIATES

Employer identification number

25-1518698

Part I

Identification of Disregarded Entities Complete if the organization answered "Yes" on Form 990, Part IV, line 33.

(a) Name, address, and EIN (if applicable) of disregarded entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Total income	(e) End-of-year assets	(f) Direct controlling entity

Part II

Identification of Related Tax-Exempt Organizations Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related tax-exempt organizations during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	(g) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	Yes	No
(1) UPMC SENIOR COMMUNITIES INC 600 GRANT STREET PITTSBURGH,PA15219 25-1574736	SR LIVING	PA	501C3	9	UPMC		No
(2) SENECA PLACE 600 GRANT STREET PITTSBURGH,PA15219 72-1562844	SR LIVING	PA	501C3	9	UPMC SR CO		No
(3) UPMC 600 GRANT STREET PITTSBURGH,PA15219 25-1423657	SUPPORT EX	PA	501C3	11C	NA		No
(4) UPMC LEE 600 GRANT STREET PITTSBURGH,PA15219 25-0613830	INACTIVE	PA	501C3	3	UPMC		No
(5) COMMUNITY PHYSICIAN SERVICES INC 600 GRANT STREET PITTSBURGH,PA15219 25-1722923	INACTIVE	PA	501C3	9	UPMC		No
(6) PITTSBURGH CARE PARTNERSHIP INC 600 GRANT STREET PITTSBURGH,PA15219 25-1753852	ADULT DAYC	PA	501C3	9	UPMC		No
(7) CANTERBURY PLACE 600 GRANT STREET PITTSBURGH,PA15219 25-0965334	SR LIVING	PA	501C3	11A	UPMC SR CO		No
(8) UPMC CENTER FOR HIGH VALUE HEALTHCARE 600 GRANT STREET PITTSBURGH,PA15219 45-2178782	RESEARCH	PA	501C3	7	UPMC		No
(9) CLINICAL CONNECT HIE 600 GRANT STREET PITTSBURGH,PA15219 27-4585032	TECHNOLOGY	PA	501C3	11B	UPMC		No
(10) SHADYSIDE HOSPITAL SUPPORTING FOUNDATION 600 GRANT STREET PITTSBURGH,PA15219 26-0303394	FOUNDATION	PA	501C3	11A	UPMC		No
(11) SHADYSIDE HOSPITAL FOUNDATION 600 GRANT STREET PITTSBURGH,PA15219 25-1290546	FOUNDATION	PA	501C3	11C	UPMC PRESB		No
(12) PASSAVANT HOSPITAL FOUNDATION 600 GRANT STREET PITTSBURGH,PA15219 25-1407815	FOUNDATION	PA	501C3	11B	UPMC		No
(13) UPMC NORTHWEST FOUNDATION 600 GRANT STREET PITTSBURGH,PA15219 25-1483624	FOUNDATION	PA	501C3	11C	NA		No
(14) ST MARGARET FOUNDATION 600 GRANT STREET PITTSBURGH,PA15219 25-1520340	FOUNDATION	PA	501C3	7	UPMC ST MA		No
(15) CHILDRENS HOSPITAL OF PGH FOUNDATION 600 GRANT STREET PITTSBURGH,PA15219 25-1865744	FOUNDATION	PA	501C3	7	UPMC CHP		No
(16) MAGEE-WOMEN RESEARCH INST AND FOUNDATION 600 GRANT STREET PITTSBURGH,PA15219 25-1462311	FOUNDATION	PA	501C3	7	NA		No
(17) KANE COMMUNITY HOSPITAL 4372 ROUTE 6 KANE,PA16735 25-0998168	HOSPITAL	PA	501C3	3	UPMC HAMOT		No
(18) HOME NURSING AGENCY AND VNA 201 CHESTNUT AVE ALTOONA,PA16601 25-1188570	HOMECARE	PA	501C3	9	UPMC		No
(19) HOME NURSING AGENCY COMMUNITY SERVICES 154 LAKEMONT BLVD ALTOONA,PA16601 25-1517533	HOMECARE	PA	501C3	9	UPMC		No
(20) PITTSBURGH LIFETIME CARE COMMUNITY 600 GRANT STREET PITTSBURGH,PA15219 25-1335247	HOMECARE	PA	501C3	9	UPMC SENIO		No
(21) HOME NURSING AGENCY FOUNDATION 201 CHESTNUT AVE ALTOONA,PA16601 25-1467014	FOUNDATION	PA	501C3	11C	UPMC		No
(22) GREAT LAKES PHYSICIAN PRACTICE 600 GRANT STREET PITTSBURGH,PA15219 46-4186362	PHYSICIANS	NY	501C3	3	RHS		No
(23) HAMOT HEALTH FOUNDATION 302 FRENCH ST ERIE,PA16507 25-1400999	FOUNDATION	PA	501C3	11B	UPMC HAMOT		No

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50135Y

Schedule R (Form 990) 2013

Page 2

Part III

Identification of Related Organizations Taxable as a Partnership Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a partnership during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No
(1) SENECA HILLS ASSIST LIVING 600 GRANT STREET 58TH FLOOR PITTSBURGH,PA15219	ASST LIVIN	PA	NA				No			No
(2) ST MARGARET MEDICAL ARTS ASSO 600 GRANT STREET 58TH FLOOR PITTSBURGH,PA15219	MEDICAL OF	PA	NA				No			No
(3) LILIANE S KAUFMANN MOB ASSOC 600 GRANT STREET 58TH FLOOR PITTSBURGH,PA15219	MED OFF BL	PA	NA				No			No
(4) CORE NETWORK LLC 600 GRANT STREET 58TH FLOOR PITTSBURGH,PA15219 25-1786209	HEALTHCARE	PA	NA				No			No
(5) UPMC JEFFERSON REGIONAL HOME 600 GRANT STREET 58TH FLOOR PITTSBURGH,PA15219	HOMECARE	PA	NA				No			No
(6) LIFE HOME CARE LP 600 GRANT STREET 58TH FLOOR PITTSBURGH,PA15219	HOMECARE	PA	NA				No			No
(7) SHADYSIDE MEDICAL CENTERS ASSO 600 GRANT STREET 58TH FLOOR PITTSBURGH,PA15219	MED OFFICE	PA	NA				No			No
(8) CHARTWELL PA LP 600 GRANT STREET 58TH FLOOR PITTSBURGH,PA15219 25-1729714	HOME HEALT	PA	NA				No			No
(9) EPN-HAMOT URGENT CARE LLC 600 GRANT STREET 58TH FLOOR PITTSBURGH,PA15219	URGENT CAR	PA	NA				No			No
(10) LIFE CARE HOME SERVCS NORTHWEST 1647 SASSAFRAS ST PITTSBURGH,PA15219	HOME HEALT	PA	NA				No			No
(11) HAMOT-KCH REAL ESTATE VENTURE 300 STATE STREET ERIE,PA16507	MED OFFICE	PA	NA				No			No
(12) HAMOT SURGERY CENTER 200 STATE STREET ERIE,PA16507	AMBULATORY	PA	NA				No			No
(13) MOUTAIN VIEW MEDICAL ONCOLOGY 600 GRANT STREET 58TH FLOOR PITTSBURGH,PA15219	HEALTHCARE	PA	NA				No			No

Part IV

Identification of Related Organizations Taxable as a Corporation or Trust Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	(i) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	Yes	No
(1) HC PHARMACEY CENTRAL INC 600 GRANT STREET PITTSBURGH,PA15219 23-1364192	PHARMACY	PA	NA	C CORP				No
(2) CHILDREN'S COMMUNITY CARE 600 GRANT STREET PITTSBURGH,PA15219 25-1781887	HEALTHCARE	PA	NA	C CORP				No
(3) UPMC CANCER CENTERS IRELAND LIMITED 6TH FLOOR BEACON HOSPITAL 18 DUBLIN EI	CANCER TR		NA	C CORP				No
(4) UPMC CANCER CENTERS HOLDING COMPANY UPMC CANCER CENTERS HOLDING COMPANY 600 GRANT STREET PITTSBURGH,PA15219 25-1877017	HOLDING CO	PA	NA	C CORP				No
(5) HEMATOLOGY ONCOLOGY ASSOC 600 GRANT STREET PITTSBURGH,PA15219 42-1648357	HEALTHCARE	PA	NA	C CORP				No
(6) ONCOLOGY HEMATOLOGY ASSOC 600 GRANT STREET PITTSBURGH,PA15219 25-1762980	HEALTHCARE	PA	NA	C CORP				No
(7) TRI-STATE NEUROSURGICAL ASSOC 600 GRANT STREET PITTSBURGH,PA15219 25-1458655	HEALTHCARE	PA	NA	C CORP				No
(8) RENAISSANCE FAMILY PRACTICE 600 GRANT STREET PITTSBURGH,PA15219 26-2942406	HEALTHCARE	PA	NA	C CORP				No
(9) UPMC HOLDING COMPANY INC 600 GRANT STREET PITTSBURGH,PA15219 25-1777713	HOLDING CO	PA	NA	C CORP				No
(10) UPMC COVERAGE PRODUCTS INC 600 GRANT STREET PITTSBURGH,PA15219 25-1777710	HOLDING CO	PA	NA	C CORP				No
(11) FREEDOM INSURANCE COMPANY 600 GRANT STREET PITTSBURGH,PA15219 03-0308944	INSURANCE	VT	NA	C CORP				No
(12) TRI-CENTURY INSURANCE CO 600 GRANT STREET PITTSBURGH,PA15219 25-1500739	INSURANCE	PA	NA	C CORP				No
(13) UPMC DNA INC 600 GRANT STREET PITTSBURGH,PA15219 25-1883237	INSURANCE	PA	NA	C CORP				No
(14) UPMC HEALTH BENEFITS INC 600 GRANT STREET PITTSBURGH,PA15219 25-1844144	INSURANCE	PA	NA	C CORP				No
(15) UPMC HEALTH NETWORK INC 600 GRANT STREET PITTSBURGH,PA15219 72-1527566	INSURANCE	PA	NA	C CORP				No
(16) UPMC HEALTH PLAN INC 600 GRANT STREET PITTSBURGH,PA15219 23-2813536	INSURANCE	PA	NA	C CORP				No
(17) UPMC BENEFIT MANAGEMENT SERV 600 GRANT STREET PITTSBURGH,PA15219 25-1769564	WORKERS CO	PA	NA	C CORP				No
(18) UPMC DIVERSIFIED SERVICES INC 600 GRANT STREET PITTSBURGH,PA15219 25-1778454	HOLDING CO	PA	NA	C CORP				No
(19) MONROEVILLE SPECIALTY CLINIC 600 GRANT STREET PITTSBURGH,PA15219 25-1666087	HEALTHCARE	PA	NA	C CORP				No
(20) MEDICAL ARCHIVAL SYSTEMS INC 600 GRANT STREET PITTSBURGH,PA15219 23-2912501	SOFTWARE D	DE	NA	C CORP				No
(21) PRESBY HEALTH RESOURCE MGMT 600 GRANT STREET PITTSBURGH,PA15219 25-1422155	HEALTHCARE	PA	NA	C CORP				No
(22) RX PARTNERS INC 600 GRANT STREET PITTSBURGH,PA15219 25-1801966	PHARMACY	PA	NA	C CORP				No
(23) BIOTRONICS INC 600 GRANT STREET PITTSBURGH,PA15219 25-1843500	EQUIP MAIN	PA	NA	C CORP				No
(24) MEDICAL CENTER PROPERTIES INC 600 GRANT STREET PITTSBURGH,PA15219 25-1796940	REAL ESTAT	PA	NA	C CORP				No
(25) ASKESIS DEVELPOMENT GROUP INC 600 GRANT STREET PITTSBURGH,PA15219 54-1625585	SOFTWARE D	DE	NA	C CORP				No
(26) PANTHER REINSURANCE COMPANY PO BOX 1109 GRAND CAYMAN CJ	INSURANCE		NA	C CORP				No
(27) FORBES INSURANCE COMPANY PO BOX 1109 GRAND CAYMAN CJ	INSURANCE		NA	C CORP				No
(28) CATHEDRAL (RE) INSURANCE COMPANY PO BOX 1109 GRAND CAYMAN CJ	INSURANCE		NA	C CORP				No
(29) UPMC INTERNATIONAL HEALTH UPMC INTERNATIONAL HEALTH 600 GRANT STREET PITTSBURGH,PA15219 84-1706741	INACTIVE	PA	NA	C CORP				No
(30) UPMC IRELAND LIMITED 6TH FLOOR BEACON HOSPITAL DUBLIN 18 EI DUBLIN EI	HEALTHCARE		NA	C CORP				No
(31) UPMC UNITED KINGDOM LTD C/O NAIR CO 11TH FLOOR BRISTON WHITEFRIARSM BS12 LEWIS LEWINS MEAD UK 98-0571026	SOFTWARE		NA	C CORP				No
(32) UPMC CYPRUS HOLDINGS LTD JULIA HOUSE 3 106 NOCOSI THEMISTOCKLES CY	HEALTHCARE		NA	C CORP				No
(33) UPMC BEACON SANDYFORD LIMITED STE 36 BEACON HILL BEACON COURT DUBLIN EI DUBLIN EI	HOSPITAL		NA	C CORP				No
(34) UPMC BCS LIMITED STE 36 BEACON HILL BEACON COURT DUBLIN EI DUBLIN EI	HOLDING CO		NA	C CORP				No
(35) UPMC BMGS LIMITED STE 36 BEAON HILL BEACON COURT DUBLIN EI DUBLIN EI	TRILOGY LE		NA	C CORP				No
(36) UPMC BHSB LIMITED BEACON HILL THE MALL AT BEACON COURT DUBLIN EI DUBLIN EI	HOLDING CO		NA	C CORP				No
(37) UPMC WORK ALLIANCE INC 600 GRANT STREET PITTSBURGH,PA15219 45-2825053	INSURANCE	PA	NA	C CORP				No
(38) EVOLENT HEALTH INC 600 GRANT STREET PITTSBURGH,PA15219 45-3084136	HEALTHCARE	PA	NA	C CORP				No
(39) 21ST CENTURY BIODEFENSE INC 600 GRANT STREET PITTSBURGH,PA15219 26-3806281	INACTIVE	PA	NA	C CORP				No
(40) UPMC CYPRUS LTD JULIA HOUSE 3 106 NOCOSI THEMISTOCKLES CY	HEALTHCARE		NA	C CORP				No
(41) BAYFRONT REGIONAL DEVELOPMENT CORP 300 STATE STREET ERIE,PA16507 25-1401388	RE HOLDING	PA	NA	C CORP				No
(42) BAYSIDE DEVELOPMENT COPR 300 STATE STREET ERIE,PA16507 25-1401386	REAL ESTAT	PA	NA	C CORP				No
(43) UPMC CANADA TECHNOLOGIES LIMITED 600 GRANT STREET PITTSBURGH,PA15219	TECHNOLOGY		NA	C CORP				No
(44) ALLIED ORTHOPEDICS APPLIANCES INC 600 GRANT STREET PITTSBURGH,PA15219 16-1092951	MED APPLIA	PA	NA	C CORP				No
(45) UPMC HEALTH COVERAGE INC 600 GRANT STREET PITTSBURGH,PA15219 46-2824537	HEALTH COV	PA	NA	C CORP				No
(46) UPMC HEALTH OPTIONS INC 600 GRANT STREET PITTSBURGH,PA15219 46-2824626	INSURANCE	PA	NA	C CORP				No
(47) PRODIGO SOLUTIONS INC 600 CRANBERRY WOODS DRIVE CRANBERRY,PA16066 46-3889233	SOFTWARE	PA	NA	C CORP				No
(48) VIA ONCOLOGY LLC 5750 CENTRE AVE STE 500 PITTSBURGH,PA15206 37-1754667	ONCOLOGY	PA	NA	C CORP				No
(49) UPMC COMPLETE CARE INC 5215 CENTRE AVE PITTSBURGH,PA15232 46-3605753	HEALTHCARE	PA	NA	C CORP				No
(50) AMERICAN HOME HEALTH INC 975 CROCKER ROAD SUITE A WESTLAKE,OH44145 31-1521422	HOME HEALT	PA	QFH	C CORP				No

Schedule R (Form 990) 2013

Page 3

Part V

Transactions With Related Organizations Complete if the organization answered "Yes" on Form 990, Part IV, line 34, 35b, or 36.

Note. Complete line 1 if any entity is listed in Parts II, III, or IV of this schedule.

Yes

1 During the tax year, did the orgranization engage in any of the following transactions with one or more related organizations listed in Parts II-IV?

a Receipt of (i) interest (ii) annuities (iii) royalties or (iv) rent from a controlled entity . . . . . . . . . . . . . . . . . . . . . . .

Yes

b Gift, grant, or capital contribution to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

c Gift, grant, or capital contribution from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

d Loans or loan guarantees to or for related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

e Loans or loan guarantees by related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

f Dividends from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

g Sale of assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

h Purchase of assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

i Exchange of assets with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

j Lease of facilities, equipment, or other assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

k Lease of facilities, equipment, or other assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . .

l Performance of services or membership or fundraising solicitations for related organization(s) . . . . . . . . . . . . . . . . . . . .

Yes

m Performance of services or membership or fundraising solicitations by related organization(s) . . . . . . . . . . . . . . . . . . . .

n Sharing of facilities, equipment, mailing lists, or other assets with related organization(s) . . . . . . . . . . . . . . . . . . . . .

Yes

o Sharing of paid employees with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

p Reimbursement paid to related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

q Reimbursement paid by related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

r Other transfer of cash or property to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

s Other transfer of cash or property from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

If the answer to any of the above is "Yes," see the instructions for information on who must complete this line, including covered relationships and transaction thresholds.

(a) Name of related organization	(b) Transaction type (a-s)	(c) Amount involved	(d) Method of determining amount involved
(1) HNA VISITING NURSE ASSOCIATION	A	1,448,804	SQ FOOTAGE
(2) HNA COMMUNITY SERVICES	A	685,580	SQ FOOTAGE
(3) HOME NURSING AGENCY FOUNDATION	A	23,934	SQ FOOTAGE
(4) HNA VISITING NURSE ASSOCIATION	L	1,129,592	% OF EXPENSES
(5) HNA COMMUNITY SERVICES	L	414,949	% OF EXPENSES
(6) HOME NURSING AGENCY FOUNDATION	L	10,615	% OF EXPENSES
(7) HNA VISITING NURSE ASSOCIATION	Q	4,125,760	INVOICES & % OF SALARIES
(8) HNA COMMUNITY SERVICES	Q	1,429,417	INVOICES & % OF SALARIES
(9) QUALITY FIRST HEALTHCARE LLC	Q	30,652	INVOICES & % OF SALARIES
(10) QUALITY FIRST HEALTHCARE LLC	D	1,503,358	PROM. NOTE PRINCIPAL EOY
(11) QUALITY FIRST HEALTHCARE LLC	L	38,269	% OF EXPENSES
(12) QUALITY FIRST HEALTHCARE LLC	A	47,061	% OF PRIME RATE ON O/S
(13) HOME NURSING AGENCY FOUNDATION	B	1,132,892	MARKET VALUE
(14) AMERICAN HOME HEALTH	L	19,656	% OF EXPENSES

Schedule R (Form 990) 2013

Page 4

Part VI

Unrelated Organizations Taxable as a Partnership Complete if the organization answered "Yes" on Form 990, Part IV, line 37.

Provide the following information for each entity taxed as a partnership through which the organization conducted more than five percent of its activities (measured by total assets or gross revenue) that was not a related organization. See instructions regarding exclusion for certain investment partnerships.

(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(e) Are all partners section 501(c)(3) organizations?		(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code V?UBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	Yes	No	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code V?UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Schedule R (Form 990) 2013

Page 5

Part VII

Supplemental Information

Provide additional information for responses to questions on Schedule R (see instructions).

Return Reference	Explanation

Schedule R (Form 990) 2013

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