TY 2018 Form 990

(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)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)
(1) DANIEL HOPP CHAIRMAN	2.0 ................. 2.0	X	X	0	0
(2) MICHAEL TODMAN VICE CHAIR	1.0 ................. 1.0	X	X	0	0
(3) TERRENCE ALLEN SECRETARY	1.0 ................. 1.0	X	X	0	0
(4) DAVID SCHAFFER TREASURER	1.0 ................. 1.0	X	X	0	0
(5) LOREN HAMEL MD PRESIDENT & CEO	15.0 ................. 35.0	X	X	3,169,131	25,007
(6) NICKI BRITTEN DIRECTOR	1.0 ................. 1.0	X		0	0
(7) ANNE BUCKLEITNER DIRECTOR	1.0 ................. 3.0	X		0	0
(8) CHRISTINA FREESE DECKER DIRECTOR	1.0 ................. 1.0	X		0	0
(9) LYNN GRAY MD DIRECTOR	1.0 ................. 0	X		0	0
(10) GEORGE HEENAN MD DIRECTOR	1.0 ................. 0	X		0	0
(11) J DOUGLAS HUGGETT DIRECTOR	1.0 ................. 49.0	X		590,309	21,449
(12) CAREY MARTIN DIRECTOR	1.0 ................. 1.0	X		0	0
(13) ROBERT NOLAN MD DIRECTOR	1.0 ................. 49.0	X		41,172	0
(14) WILLIAM PAYNE DIRECTOR	1.0 ................. 1.0	X		0	0
(15) SCOTT SMITH DIRECTOR	1.0 ................. 2.0	X		0	0
(16) CHRISTINE VANLANDINGHAM DIRECTOR	1.0 ................. 3.0	X		0	0
(17) THOMAS YEAGER DIRECTOR	1.0 ................. 1.0	X		0	0

- 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.
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Attach to Form 990 or Form 990-EZ.
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Go to www.irs.gov/Form990 for the latest information.

OMB No. 1545-0047

2018

Open to Public
Inspection

Name of the organization

Lakeland Regional Health System Inc

Employer identification number

38-2609624

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 12, 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 (Form 990 or 990-EZ).)

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 agricultural research organization described in 170(b)(1)(A)(ix) operated in conjunction with a land-grant college or university or a non-land grant college of agriculture. See instructions. Enter the name, city, and state of the college or university:

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 in lines 12a through 12d that describes the type of supporting organization and complete lines 12e, 12f, and 12g.

Type I. A supporting organization operated, supervised, or controlled by its supported organization(s), typically by giving the supported organization(s) the power to regularly appoint or elect a majority of the directors or trustees of the supporting organization. You must complete Part IV, Sections A and B.

Type II. A supporting organization supervised or controlled in connection with its supported organization(s), by having control or management of the supporting organization vested in the same persons that control or manage the supported organization(s). You must complete Part IV, Sections A and C.

Type III functionally integrated. A supporting organization operated in connection with, and functionally integrated with, its supported organization(s) (see instructions). You must complete Part IV, Sections A, D, and E.

Type III non-functionally integrated. A supporting organization operated in connection with its supported organization(s) that is not functionally integrated. The organization generally must satisfy a distribution requirement and an attentiveness requirement (see instructions). You must complete Part IV, Sections A and D, and Part V.

Check this box if the organization received a written determination from the IRS that it is a Type I, Type II, Type III functionally integrated, or Type III non-functionally integrated supporting organization.

Enter the number of supported organizations ...............................7

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

(i) Name of supported organization	(ii) EIN	(iii) Type of organization (described on lines 1- 10 above (see instructions))	(iv) Is the organization listed in your governing document?		(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)
(i) Name of supported organization	(ii) EIN		Yes	No	(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)
(A) LAKELAND HOSPITALS AT NILES AND ST JOSEPH	382156872	3	Yes		0	0
(B) LAKELAND COMMUNITY HOSPITAL WATERVLIET	381368745	3	Yes		0	0
(C) MERCY MEMORIAL HEALTH SERVICES INC DBA PINE RIDGE A REHABILITATION & NURSIN G CENTER	382748035	9	Yes		0	0
(D) LAKELAND SPECIALTY HOSPITAL AT BERRIEN CENTER	383452303	3	Yes		0	0
(E) LAKELAND HEALTH FOUNDATION NILES	383130558	7	Yes		0	0
(F) LAKELAND HEALTH FOUNDATION BENTON HARBORST JOSEPH	382539929	7	Yes		0	0
(G) HOSPICE AT HOME INC DBA CARING CIRCLE	382416086	7	Yes		0	0
Total 7					0	0

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

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2018

Page 2

Part II

Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv), 170(b)(1)(A)(vi), and 170(b)(1)(A)(ix)
(Complete only if you checked the box on line 5, 7, 8, or 9 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) 2014	(b) 2015	(c) 2016	(d) 2017	(e) 2018	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grant.") ..
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) 2014	(b) 2015	(c) 2016	(d) 2017	(e) 2018	(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 VI.)..
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 section 501(c)(3) organization, check this box and stop here........................................ right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2018 (line 6, column (f) divided by line 11, column (f)) .........

Public support percentage for 2017 Schedule A, Part II, line 14 ...............

16a

33 1/3% support test—2018. 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—2017. 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—2018. 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 VI how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization ..................................................... right arrow

10%-facts-and-circumstances test—2017. 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 VI 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) 2018

Page 3

Part III

Support Schedule for Organizations Described in Section 509(a)(2)
(Complete only if you checked the box on line 10 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) 2014	(b) 2015	(c) 2016	(d) 2017	(e) 2018	(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) 2014	(b) 2015	(c) 2016	(d) 2017	(e) 2018	(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 VI.) ..
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 section 501(c)(3) organization,
check this box and stop here............................................. right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2018 (line 8, column (f) divided by line 13, column (f)) .........

Public support percentage from 2017 Schedule A, Part III, line 15 ...............

Section D. Computation of Investment Income Percentage

Investment income percentage for 2018 (line 10c, column (f) divided by line 13, column (f)) ......

Investment income percentage from 2017 Schedule A, Part III, line 17 .............

19a

331/3% support tests—2018. 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—2017. 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) 2018

Page 4

Part IV

Supporting Organizations

(Complete only if you checked a box on line 12 of Part I. If you checked 12a of Part I, complete Sections A and B. If you checked 12b of Part I, complete Sections A and C. If you checked 12c of Part I, complete Sections A, D, and E. If you checked 12d of Part I, complete Sections A and D, and complete Part V.)

Section A. All Supporting Organizations

Yes

Are all of the organization’s supported organizations listed by name in the organization’s governing documents?
If "No," describe in Part VI how the supported organizations are designated. If designated by class or purpose,
describe the designation. If historic and continuing relationship, explain.

Yes

Did the organization have any supported organization that does not have an IRS determination of status under section 509(a)(1) or (2)? If "Yes," explain in Part VI how the organization determined that the supported organization was described in section 509(a)(1) or (2).

Did the organization have a supported organization described in section 501(c)(4), (5), or (6)? If "Yes," answer (b) and (c) below.

Did the organization confirm that each supported organization qualified under section 501(c)(4), (5), or (6) and satisfied the public support tests under section 509(a)(2)? If "Yes," describe in Part VI when and how the organization made the determination.

Did the organization ensure that all support to such organizations was used exclusively for section 170(c)(2)(B) purposes? If "Yes," explain in Part VI what controls the organization put in place to ensure such use.

Was any supported organization not organized in the United States ("foreign supported organization")? If “Yes” and if you checked 12a or 12b in Part I, answer (b) and (c) below.

Did the organization have ultimate control and discretion in deciding whether to make grants to the foreign supported organization? If “Yes,” describe in Part VI how the organization had such control and discretion despite being controlled or supervised by or in connection with its supported organizations.

Did the organization support any foreign supported organization that does not have an IRS determination under sections 501(c)(3) and 509(a)(1) or (2)? If “Yes,” explain in Part VI what controls the organization used to ensure that all support to the foreign supported organization was used exclusively for section 170(c)(2)(B) purposes.

Did the organization add, substitute, or remove any supported organizations during the tax year? If “Yes,” answer (b) and (c) below (if applicable). Also, provide detail in Part VI, including (i) the names and EIN numbers of the supported organizations added, substituted, or removed; (ii) the reasons for each such action; (iii) the authority under the organization's organizing document authorizing such action; and (iv) how the action was accomplished (such as by amendment to the organizing document).

Type I or Type II only. Was any added or substituted supported organization part of a class already designated in the organization's organizing document?

Substitutions only. Was the substitution the result of an event beyond the organization's control?

Did the organization provide support (whether in the form of grants or the provision of services or facilities) to anyone other than (i) its supported organizations, (ii) individuals that are part of the charitable class benefited by one or more of its supported organizations, or (iii) other supporting organizations that also support or benefit one or more of the filing organization’s supported organizations? If “Yes,” provide detail in Part VI.

Yes

Did the organization provide a grant, loan, compensation, or other similar payment to a substantial contributor (defined in section 4958(c)(3)(C)), a family member of a substantial contributor, or a 35% controlled entity with regard to a substantial contributor? If “Yes,” complete Part I of Schedule L (Form 990 or 990-EZ) .

Did the organization make a loan to a disqualified person (as defined in section 4958) not described in line 7? If “Yes,” complete Part I of Schedule L (Form 990 or 990-EZ).

Was the organization controlled directly or indirectly at any time during the tax year by one or more disqualified persons as defined in section 4946 (other than foundation managers and organizations described in section 509(a)(1) or (2))? If “Yes,” provide detail in Part VI.

Did one or more disqualified persons (as defined in line 9a) hold a controlling interest in any entity in which the supporting organization had an interest? If “Yes,” provide detail in Part VI.

Did a disqualified person (as defined in line 9a) have an ownership interest in, or derive any personal benefit from, assets in which the supporting organization also had an interest? If “Yes,” provide detail in Part VI.

10a

Was the organization subject to the excess business holdings rules of section 4943 because of section 4943(f) (regarding certain Type II supporting organizations, and all Type III non-functionally integrated supporting organizations)? If “Yes,” answer line 10b below.

10a

Did the organization have any excess business holdings in the tax year? (Use Schedule C, Form 4720, to determine whether the organization had excess business holdings).

10b

Schedule A (Form 990 or 990-EZ) 2018

Page 5

Part IV

Supporting Organizations (continued)

Yes

Has the organization accepted a gift or contribution from any of the following persons?

A person who directly or indirectly controls, either alone or together with persons described in (b) and (c) below, the governing body of a supported organization?

11a

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

11b

A 35% controlled entity of a person described in (a) or (b) above? If “Yes” to a, b, or c, provide detail in Part VI.

11c

Section B. Type I Supporting Organizations

Yes

Did the directors, trustees, or membership of one or more supported organizations have the power to regularly appoint or elect at least a majority of the organization’s directors or trustees at all times during the tax year? If “No,” describe in Part VI how the supported organization(s) effectively operated, supervised, or controlled the organization’s activities. If the organization had more than one supported organization, describe how the powers to appoint and/or remove directors or trustees were allocated among the supported organizations and what conditions or restrictions, if any, applied to such powers during the tax year.

Did the organization operate for the benefit of any supported organization other than the supported organization(s) that operated, supervised, or controlled the supporting organization? If “Yes,” explain in Part VI how providing such benefit carried out the purposes of the supported organization(s) that operated, supervised or controlled the supporting organization.

Section C. Type II Supporting Organizations

Yes

Were a majority of the organization’s directors or trustees during the tax year also a majority of the directors or trustees of each of the organization’s supported organization(s)? If “No,” describe in Part VI how control or management of the supporting organization was vested in the same persons that controlled or managed the supported organization(s).

Section D. All Type III Supporting Organizations

Yes

Did the organization provide to each of its supported organizations, by the last day of the fifth month of the organization’s tax year, (i) a written notice describing the type and amount of support provided during the prior tax year, (ii) a copy of the Form 990 that was most recently filed as of the date of notification, and (iii) copies of the organization’s governing documents in effect on the date of notification, to the extent not previously provided?

Yes

Were any of the organization’s officers, directors, or trustees either (i) appointed or elected by the supported organization(s) or (ii) serving on the governing body of a supported organization? If "No," explain in Part VI how the organization maintained a close and continuous working relationship with the supported organization(s).

Yes

By reason of the relationship described in (2), did the organization’s supported organizations have a significant voice in the organization’s investment policies and in directing the use of the organization’s income or assets at all times during the tax year? If "Yes," describe in Part VI the role the organization’s supported organizations played in this regard.

Yes

Section E. Type III Functionally-Integrated Supporting Organizations

Check the box next to the method that the organization used to satisfy the Integral Part Test during the year (see instructions):

The organization satisfied the Activities Test. Complete line 2 below.

The organization is the parent of each of its supported organizations. Complete line 3 below.

The organization supported a governmental entity. Describe in Part VI how you supported a government entity (see instructions)

Activities Test. Answer (a) and (b) below.

Yes

Did substantially all of the organization’s activities during the tax year directly further the exempt purposes of the supported organization(s) to which the organization was responsive? If "Yes," then in Part VI identify those supported organizations and explain how these activities directly furthered their exempt purposes, how the organization was responsive to those supported organizations, and how the organization determined that these activities constituted substantially all of its activities.

Did the activities described in (a) constitute activities that, but for the organization’s involvement, one or more of the organization’s supported organization(s) would have been engaged in? If "Yes," explain in Part VI the reasons for the organization’s position that its supported organization(s) would have engaged in these activities but for the organization’s involvement.

Parent of Supported Organizations. Answer (a) and (b) below.

Did the organization have the power to regularly appoint or elect a majority of the officers, directors, or trustees of each of the supported organizations? Provide details in Part VI.

Yes

Did the organization exercise a substantial degree of direction over the policies, programs and activities of each of its supported organizations? If "Yes," describe in Part VI. the role played by the organization in this regard.

Yes

Schedule A (Form 990 or 990-EZ) 2018

Page 6

Part V

Type III Non-Functionally Integrated 509(a)(3) Supporting Organizations

Check here if the organization satisfied the Integral Part Test as a qualifying trust on Nov. 20, 1970 (explain in Part VI). See instructions. All other Type III non-functionally integrated supporting organizations must complete Sections A through E.

	Section A - Adjusted Net Income		(A) Prior Year	(B) Current Year (optional)
1	Net short-term capital gain	1
2	Recoveries of prior-year distributions	2
3	Other gross income (see instructions)	3
4	Add lines 1 through 3	4
5	Depreciation and depletion	5
6	Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions)	6
7	Other expenses (see instructions)	7
8	Adjusted Net Income (subtract lines 5, 6 and 7 from line 4)	8

	Section B - Minimum Asset Amount		(A) Prior Year	(B) Current Year (optional)
1	Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year):	1
a	Average monthly value of securities	1a
b	Average monthly cash balances	1b
c	Fair market value of other non-exempt-use assets	1c
d	Total (add lines 1a, 1b, and 1c)	1d
e	Discount claimed for blockage or other factors (explain in detail in Part VI):
2	Acquisition indebtedness applicable to non-exempt use assets	2
3	Subtract line 2 from line 1d	3
4	Cash deemed held for exempt use. Enter 1-1/2% of line 3 (for greater amount, see instructions).	4
5	Net value of non-exempt-use assets (subtract line 4 from line 3)	5
6	Multiply line 5 by .035	6
7	Recoveries of prior-year distributions	7
8	Minimum Asset Amount (add line 7 to line 6)	8

	Section C - Distributable Amount		Current Year
1	Adjusted net income for prior year (from Section A, line 8, Column A)	1
2	Enter 85% of line 1	2
3	Minimum asset amount for prior year (from Section B, line 8, Column A)	3
4	Enter greater of line 2 or line 3	4
5	Income tax imposed in prior year	5
6	Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions)	6

Check here if the current year is the organization's first as a non-functionally-integrated Type III supporting organization (see instructions)

Schedule A (Form 990 or 990-EZ) 2018

Page 7

Part V

Type III Non-Functionally Integrated 509(a)(3) Supporting Organizations (continued)

Section D - Distributions		Current Year
1 Amounts paid to supported organizations to accomplish exempt purposes
2 Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity
3 Administrative expenses paid to accomplish exempt purposes of supported organizations
4 Amounts paid to acquire exempt-use assets
5 Qualified set-aside amounts (prior IRS approval required)
6 Other distributions (describe in Part VI). See instructions
7Total annual distributions. Add lines 1 through 6.
8 Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions
9 Distributable amount for 2018 from Section C, line 6
10 Line 8 amount divided by Line 9 amount

Section E - Distribution Allocations (see instructions)		(i) Excess Distributions	(ii) Underdistributions Pre-2018	(iii) Distributable Amount for 2018
1 Distributable amount for 2018 from Section C, line 6
2 Underdistributions, if any, for years prior to 2018 (reasonable cause required-- explain in Part VI). See instructions.
3 Excess distributions carryover, if any, to 2018:
a From 2013.......
b From 2014.......
c From 2015.......
d From 2016.......
e From 2017.......
fTotal of lines 3a through e
g Applied to underdistributions of prior years
h Applied to 2018 distributable amount
i Carryover from 2013 not applied (see instructions)
j Remainder. Subtract lines 3g, 3h, and 3i from 3f.
4Distributions for 2018 from Section D, line 7:
$
a Applied to underdistributions of prior years
b Applied to 2018 distributable amount
c Remainder. Subtract lines 4a and 4b from 4.
5 Remaining underdistributions for years prior to 2018, if any. Subtract lines 3g and 4a from line 2. If the amount is greater than zero, explain in Part VI. See instructions.
6 Remaining underdistributions for 2018. Subtract lines 3h and 4b from line 1. If the amount is greater than zero, explain in Part VI. See instructions.
7 Excess distributions carryover to 2019. Add lines 3j and 4c.
8 Breakdown of line 7:
a Excess from 2014......
b Excess from 2015.....
c Excess from 2016.....
d Excess from 2017.....
e Excess from 2018.....

Schedule A (Form 990 or 990-EZ) (2018)

Schedule A (Form 990 or 990-EZ) 2018

Page 8

Part VI

Supplemental Information. Provide the explanations required by Part II, line 10; Part II, line 17a or 17b; Part III, line 12; Part IV, Section A, lines 1, 2, 3b, 3c, 4b, 4c, 5a, 6, 9a, 9b, 9c, 11a, 11b, and 11c; Part IV, Section B, lines 1 and 2; Part IV, Section C, line 1; Part IV, Section D, lines 2 and 3; Part IV, Section E, lines 1c, 2a, 2b, 3a and 3b; Part V, line 1; Part V, Section B, line 1e; Part V Section D, lines 5, 6, and 8; and Part V, Section E, lines 2, 5, and 6. Also complete this part for any additional information. (See instructions).

Facts And Circumstances Test

Return Reference	Explanation
Schedule A, Part IV, Section D, Line 2	the board of directors for the supporting organization is also the board for one of the supported organizations (Lakeland Hospitals at Niles and St Joseph, Inc.) and at least two board members of Watervliet (a supported organization) and the Board President of Caring Circle (a supported organization) serve on the board of the supporting organization.
Schedule A, Part IV, Section A, Line 6 Support to other supported orgs	LAKELAND REGIONAL HEALTH SYSTEM PROVIDES SERVICES AND SUPPORT TO ORGANIZATIONS WITHIN THE INTEGRATED HEALTH CARE SYSTEM THAT ARE OUTSIDE OF LAKELAND REGIONAL HEALTH SYSTEM'S SUPPORTED ORGANIZATIONS. THE OTHER ORGANIZATIONS LAKELAND REGIONAL HEALTH SYSTEM PROVIDES SERVICES AND SUPPORT TO ARE RELATED ORGANIZATIONS REPORTED ON SCHEDULE R.
Schedule A, Part IV, Section D, Line 3 Supp. Org. Have Significant Voice In Investment Policies	As noted below, investments of cash and/or reserves, whether on an individual basis or as part of a pooled investment strategy, is a reserved power maintained by the supporting organization. The consolidated treasury function is considered a shared service function provided by the supporting organization to each supported organization. As part of that shared service function, the supporting organization controls all investment policies, and directs all investment strategies. This provides many benefits including reduced costs and subject matter expertise to yield greater results. The supported organizations have the ability to provide direction specifically related to their respective assets as it relates to grant making and directing the use of the organization's income or assets.
Schedule A, Part IV, Section E, Line 3a Power To Appoint/Elect Majority of Officer/Director/Trustee	The actions listed below may be unilaterally caused and/or taken by the supporting organization, within its sole and exclusive power and discretion, and shall not be deemed authorized unless and until approved by the supporting organization: -Election and/or removal of the members of the supported organization's Board of Directors pursuant to the nomination, election and removal processes ; -Election and/or removal of the supported organization's Chairperson of the Board of Directors; and -Hiring, discharge, and evaluation of the supported organization's President as delegated by the supporting organization's Board of Directors to the supporting organization's Chief Executive Officer (or designee).
Schedule A, Part IV, Section E, Line 3b Substantial Direction Over Policies/Programs/Activities	The actions listed below may be unilaterally caused and/or taken by the supporting organization, within its sole and exclusive power and discretion, and shall not be deemed authorized unless and until approved by the supporting organization: -Amendment of the Articles of Incorporation or Bylaws of the supported organization; -Election and/or removal of the members of the supported organization's Board of Directors; -Election and/or removal of the supported organization's Chairperson of the Board of Directors; -Hiring, discharge, and evaluation of the supported organization's management; -Adoption of the supported organization's strategic plan; -Adoption of the supported organization's annual operating and capital budgets and any amendments to such budgets; -All capital expenditures by the supported organization not reflected in a budget previously approved by the supporting organization; -All borrowings or guarantees of indebtedness by the supported organization (or any entity controlled by the supported organization through ownership or membership interest); -All lending by the supported organization (or any subsidiary) to persons other than the supporting organization or a subsidiary; -The supported organization's or any subsidiary's investments of cash and/or reserves, whether on an individual basis or as part of a pooled investment strategy; -Any merger or consolidation of the supported organization (or any subsidiary), or any other change in ownership percentages, control, or capital structure; -The creation of any entity controlled, directly or indirectly, by the supported organization; -The sale or transfer of more than ten percent (10%) of the assets of the supported organization (or any subsidiary) to any person or entity not controlled by the supporting organization; -Dissolution of the supported organization or any subsidiary; -The selection, retention, and oversight of the outside auditors for the supported organization (or any subsidiary); and -Any other approval for which supporting organization approval is required by law. In addition to these reserved powers of the supporting organization listed above, the supporting organization has the authority to adopt system-wide policies and procedures.

Schedule A (Form 990 or 990-EZ) 2018

Additional Data

Software ID:	18007697
Software Version:	2018v3.1

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

Complete if the organization answered "Yes," on 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

Go to www.irs.gov/Form990 for the latest information.

OMB No. 1545-0047

2018

Open to Public Inspection

Name of the organization

Lakeland Regional Health System Inc

Employer identification number

38-2609624

Part I

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

		(a) Donor advised funds	(b) Funds and other accounts
1	Total number at end of year .........
2	Aggregate value of contributions to (during year)
3	Aggregate value of 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" on 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 7/25/06, 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, handling of violations, and enforcing conservation easements during the year
SchDMd Bullet

Amount of expenses incurred in monitoring, inspecting, handling of violations, 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" on 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)

Revenue included on 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:

Revenue included on 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) 2018

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" on 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


b	If "Yes," explain the arrangement in Part XIII and complete the following table:		Amount
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, for escrow or custodial account liability? ...

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" on Form 990, Part IV, line 10.

		(a)Current year	(b)Prior year	(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 on 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" on 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" on Form 990, Part IV, line 11a. See Form 990, Part X, line 10.

Description of property		(a) Cost or other basis (investment)	(b) Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value

1a	Land .....	2,000	2,000
b	Buildings ....
c	Leasehold improvements
d	Equipment ....
e	Other .....
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).)..			2,000

Schedule D (Form 990) 2018

Page 3

Part VII

InvestmentsOther Securities. Complete if the organization answered "Yes" on 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........
(3)Other
(A)
(B)
(C)
(D)
(E)
(F)
(G)
(H)
Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)

Part VIII

InvestmentsProgram Related. Complete if the organization answered 'Yes' on 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
(1)LAKELAND CARE, INC.	874,067	C
(2)LAKELAND SPECIALTY HOSPITAL AT BERRIEN CENTER	8,250,000	C
(3)LAKELAND HOSPITALS AT NILES AND ST. JOSEPH, INC.	3,822,319	C
(4)LAKELAND HEALTH ENTERPRISES, INC.	0	C
(5)LAKELAND PERSONAL CARE SERVICES, INC.	1,175,000	C
(6)LAKELAND HEALTH FOUNDATION, BENTON HARBOR/ST. JOSEPH	10,000	C
(7)PHARMACY SHOPPE, INC.	57,500	C
(8)LAKELAND PROFESSIONAL SERVICES	567,100	C
(9)FOUR FLAGS PROPERTIES, INC.	1,170,000	C
Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)	15,925,986

Part IX

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

(a) Description				(b) Book value
(1) INTEREST IN NET ASSETS B.H. FOUNDATION				17,859,805
(2) INTEREST IN NET ASSETS NILES FOUNDATION				695,688
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........				18,555,493

Part X

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

1.(a) Description of liability	(b) Book value
(1) Federal income taxes
DUE TO RELATED PARTIES	313,062
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)	313,062
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) 2018

Page 4

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return Complete if the organization answered 'Yes' on Form 990, Part IV, line 12a.
1	Total revenue, gains, and other support per audited financial statements .......			1	-553,357
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains (losses) 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	-553,357
e	Add lines 2a through 2d .....................			2e	-553,357
3	Subtract line 2e from line 1..................			3	0
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	0
c	Add lines 4a and 4b....................			4c	0
5	Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......			5	0

Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return. Complete if the organization answered 'Yes' on 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	0
e	Add lines 2a through 2d....................			2e	0
3	Subtract line 2e from line 1...................			3	0
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	0
c	Add lines 4a and 4b.....................			4c	0
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......			5	0

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, Part XI, Line 2(d) Other revenues in audited financial statements not in form 990	CHANGE IN INTEREST OF LAKELAND CARE, INC. - -553357

Schedule D (Form 990) 2018

Additional Data

Software ID:	18007697
Software Version:	2018v3.1

- 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" on Form 990, Part IV, line 23.
SchJMediumBullet

Attach to Form 990.
SchJMediumBullet

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2018

Open to Public Inspection

Name of the organization

Lakeland Regional Health System Inc

Employer identification number

38-2609624

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 on 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 .........

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? ..

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 on 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), 501(c)(4), and 501(c)(29) organizations must complete lines 5-9.

For persons listed on 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," on line 5a or 5b, describe in Part III.

For persons listed on 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," on line 6a or 6b, describe in Part III.

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

Were any amounts reported on 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" on 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) 2018

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 on 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 in column (B) reported as deferred on 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)
1LOREN HAMEL MD PRESIDENT & CEO	(i) (ii)	0 ------------- 508,000	0 ------------- 0	0 ------------- 2,661,131	0 ------------- 20,053	0 ------------- 4,954	0 ------------- 3,194,138	0 ------------- 0
2J DOUGLAS HUGGETT DIRECTOR	(i) (ii)	0 ------------- 550,014	0 ------------- 4,247	0 ------------- 36,048	0 ------------- 16,985	0 ------------- 4,464	0 ------------- 611,758	0 ------------- 0
3TIMOTHY CALHOUN VP - FINANCE & CFO	(i) (ii)	0 ------------- 364,832	0 ------------- 36,478	0 ------------- 41,018	0 ------------- 16,628	0 ------------- 7,514	0 ------------- 466,470	0 ------------- 0

Schedule J (Form 990) 2018

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 I, Line 4b Supplemental nonqualified retirement plan	LAKELAND MAINTAINS A 457F NONQUALIFIED DEFERRED COMPENSATION PLAN FOR A SELECT GROUP OF MANAGEMENT AND HIGHLY COMPENSATED EMPLOYEES. THE INDIVIDUALS LISTED IN PART VII WHO PARTICIPATED IN THE PLAN ARE: LOREN HAMEL, MD TIMOTHY CALHOUN

Schedule J (Form 990) 2018

Additional Data

Software ID:	18007697
Software Version:	2018v3.1

- 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 990-EZ or to provide any additional information.
MediumBullet

Attach to Form 990 or 990-EZ.
MediumBullet

Go to www.irs.gov/Form990 for the latest information.

OMB No. 1545-0047

2018

Open to Public
Inspection

Name of the organization

Lakeland Regional Health System Inc

Employer identification number

38-2609624

Return Reference	Explanation
Form 990, Part III, Line 1 BRIEFLY DESCRIBE ORGANIZATION'S MISSION	IN SUPPORT OF ITS MISSION TO PROVIDE EXCELLENT HEALTH AND HEALING SERVICES TO OUR COMMUNITIES, LAKELAND REGIONAL HEALTH SYSTEM, ST. JOSEPH PROVIDES VARIOUS HEALTH-RELATED SERVICES, AT A LOSS, TO THE RESIDENTS OF ITS SERVICE AREA. THE FOLLOWING IS A SUMMARY OF THE LAKELAND COMMUNITY BENEFIT EXPENSES FOR THE YEAR ENDING SEPTEMBER 30, 2019: COMMUNITY BENEFIT - # OF PERSONS SERVED - NET COMMUNITY BENEFIT EXPENSE FINANCIAL ASSISTANCE AT COST - 8,766 - $3,103,121 UNREIMBURSED MEDICAID - 79,746 - $13,346,797 COMMUNITY HEALTH IMPROVEMENT SERVICES AND COMMUNITY BENEFIT OPERATIONS - 35,131 - $2,081,705 HEALTH PROFESSIONALS EDUCATION - 538 - $2,759,847 CASH & IN-KIND DONATIONS TO COMMUNITY GROUPS - 2,541 - $108,542 RESEARCH - 100 - $55,000 COMMUNITY BUILDING ACTIVITIES - 245 - $3,709 TOTAL COMMUNITY BENEFIT - 127,067 - $21,458,721 COMMUNITY HEALTH IMPROVEMENT SERVICES & COMMUNITY BENEFIT OPERATIONS - REPRESENTS ACTIVITIES THAT HELP IMPROVE THE HEALTH AND QUALITY OF LIFE FOR PEOPLE IN THE COMMUNITY. HEALTH PRESENTATIONS INCLUDE: STROKE 101, MY PLATE 101, BABYSITTING WITH CONFIDENCE, EXPECTANT PARENT CLASS, SMOKE FREE LIFE, BABY THINK IT OVER, SENIOR-EXPO, PRE-DIABETES, FALLS PREVENTION AND MEDICATION SAFETY, HEARTSAFE AND MY HEART 101. LAKELAND ALSO HOSTED MANY HEALTH SPEAKER SERIES SUCH AS BACK SURGERY - TYPES, RECOVERY, RISKS AND BENEFITS, EAR NOSE AND THROAT CONDITIONS, MANAGING DEPRESSION OR BIPOLAR DISORDER, WEIGHT LOSS, WHY SEE A RHEUMATOLOGIST FOR EVALUATION OF JOINT PAIN, AND USES OF THE DAVINCI ROBOT. CANCER SCREENINGS INCLUDE: LUNG, PROSTATE, BREAST, SKIN AND COLORECTAL. SUPPORT PROGRAMS INCLUDE: LOOK GOOD...FEEL BETTER, RAINBOWS OF HOPE, PARKINSON'S, BREASTFEEDING, SMOKE FREE LIFE, SOUTHWEST MICHIGAN OSTOMY AND MANY HOSPICE SUPPORTING GROUPS. LAKELAND SUPPORTS PARISH AND SENIOR CENTER NURSES, AND NUMEROUS HEALTH SCREENINGS SUCH AS BONE DENSITY, BLOOD PRESSURE AND CHOLESTEROL. COMMUNITY-BASED CLINICAL SERVICES INCLUDES: THE SANE (SEXUAL ASSAULT NURSE EXAMINER) CLINIC AND THE SICKLE CELL CLINIC. HEALTH CARE SUPPORT SERVICES ENCOMPASS: ASSISTANCE TO ENROLL IN PUBLIC MEDICAL PROGRAMS, THE HEALTH RESOURCE LIBRARY AT NILES, FREE OR DISCOUNTED PRESCRIPTIONS/SUPPLIES, TRANSPORTATION, MEDICAL EQUIPMENT, HOME CARE, HOME INFUSION, CALLSAFE FINANCIAL ASSISTANCE, HARVEST GATHERING FOOD DRIVE, MEALS ON WHEELS, AND CAR SEAT CHECKS.
Form 990, Part III, Line 1 BRIEFLY DESCRIBE ORGANIZATION'S MISSION (CONTINUED)	HEALTH PROFESSIONS EDUCATION - INCLUDES PROVIDING A CLINICAL SETTING FOR UNDERGRADUATE AND GRADUATE STUDENTS. CASH & IN-KIND DONATIONS TO COMMUNITY GROUPS - CASH CONTRIBUTIONS AND IN-KIND DONATIONS ARE DESIGNATED FOR HEALTH CARE RELATED ACTIVITIES PROVIDED BY SOCIAL SERVICE AND COMMUNITY AGENCIES, SUCH AS MEDICAL SUPPORT FOR COMMUNITY EVENTS AND PARTNERS WHO SERVE THE MOST VULNERABLE POPULATIONS. THIS AMOUNT ALSO INCLUDES LEADERSHIP INVOLVEMENT ON COMMUNITY BOARDS THAT SUPPORT ORGANIZATIONS AND THEIR EFFORTS ON BEHALF OF VULNERABLE POPULATIONS. RESEARCH - LAKELAND IS COMMITTED TO INNOVATION BY OFFERING THE MOST ADVANCED, HIGH-QUALITY TREATMENTS AND HEALTH AND HEALING SERVICES TO THE COMMUNITY. AS A RESULT, LAKELAND SPONSORS CLINICAL AND COMMUNITY HEALTH RESEARCH, AS WELL AS STUDIES ON HEALTH CARE DELIVERY. FINANCIAL ASSISTANCE - FREE OR DISCOUNTED CARE THAT LAKELAND OFFERS TO PEOPLE WHO ARE UNABLE TO PAY FOR THEIR OWN CARE AND NOT ELIGIBLE FOR PUBLIC PROGRAMS. COMMUNITY HEALTH IMPROVEMENT SERVICES (E.G. COMMUNITY HEALTH EDUCATION, COMMUNITY BENEFIT OPERATIONS, SUPPORT GROUPS, HEALTH SCREENINGS, REDUCED-FEE CLINICS). HEALTH CARE SUPPORT SERVICES (E.G. COUNSELING, FAMILY SUPPORT SERVICES, FREE OR DISCOUNTED PRESCRIPTIONS/SUPPLIES, IN-HOME SERVICES, MEALS & NUTRITION, AND TRANSPORTATION). LAKELAND ASSESSES THE HEALTH CARE NEEDS OF OUR COMMUNITIES IT SERVES BY CONDUCTING A COMMUNITY HEALTH NEEDS ASSESSMENT EVERY THREE YEARS. THE FIRST STEP IN CONDUCTING THE CHNA IN 2019 WAS TO STRATIFY THE POPULATION ACCORDING TO TWO PROXY INDICATORS OF HEALTH: AGE-ADJUSTED MORTALITY AND LIFE EXPECTANCY. THIS LED TO THE IDENTIFICATION OF SIGNIFICANT HEALTH INEQUITIES ACROSS CENSUS TRACTS IN BERRIEN COUNTY. FOR INSTANCE, BENTON HEIGHTS HAS AN AGE-ADJUSTED MORTALITY RATE THREE TIMES HIGHER THAN SHOREHAM. SIMILARLY, THE LIFE EXPECTANCY OF RESIDENTS IN PARTS OF BENTON HARBOR IS ABOUT NINETEEN YEARS SHORTER THAN THAT OF PEOPLE WHO LIVE IN BERRIEN SPRINGS AND LINCOLN TOWNSHIP. PEOPLE WHO LIVE IN AND AROUND THE CITIES OF BENTON HARBOR AND NILES DIE EARLIER THAN PEOPLE WHO LIVE IN AND AROUND THE CITIES OF ST. JOSEPH, STEVENSVILLE AND BERRIEN SPRINGS. MOREOVER, 75% OF THE CENSUS TRACTS WITH THE HIGHEST DEATH RATES (I.E., THE LOWEST QUARTILE) ARE IN AND AROUND THE CITY OF BENTON HARBOR. THESE FINDINGS OF SIGNIFICANT HEALTH INEQUITIES FORMED THE FOUNDATION UPON WHICH THE PROJECT TEAM PLANNED AND EXECUTED THE CHNA. BY DIRECTING THE DATA COLLECTION PROCESS, THESE FINDINGS HELPED THE PROJECT TEAM ENSURE THAT MEDICALLY UNDERSERVED, LOW-INCOME AND MINORITY POPULATIONS PROVIDED THEIR PERSPECTIVES ON COMMUNITY HEALTH. PLEASE VISIT OUR WEBSITE FOR MORE INFORMATION. HTTPS://WWW.SPECTRUMHEALTHLAKELAND.ORG/HEALTH-WELLNESS/COMMUNITY-HEALTH-AND-WELLNESS/COMMUNITY-HEALTH-NEEDS-ASSESSMENT. COMMUNITY BUILDING ACTIVITIES - PROGRAMS AND SERVICES THAT WHILE NOT DIRECTLY RELATED TO HEALTH CARE, ADDRESS THE ROOT CAUSES OF HEALTH PROBLEMS SUCH AS POVERTY, CRIME, AND ENVIRONMENTAL ISSUES. EXAMPLES ARE PHYSICAL IMPROVEMENTS, ECONOMIC DEVELOPMENT, COMMUNITY SUPPORT, COALITION BUILDING, COMMUNITY HEALTH IMPROVEMENT ADVOCACY, AND WORKFORCE DEVELOPMENT ACTIVITIES. UNREIMBURSED MEDICAID - REPRESENTS THE COST OF CARING FOR PEOPLE COVERED BY MEDICAID MINUS THE AMOUNT LAKELAND RECEIVES FROM THOSE PROGRAMS. FINANCIAL ASSISTANCE - COVERS THE FREE OR DISCOUNTED CARE THAT LAKELAND OFFERS TO THOSE WHO CANNOT AFFORD TO PAY OR ARE NOT ELIGIBLE FOR PUBLIC PROGRAMS.
Form 990, Part VI, Line 15 PROCESS TO ESTABLISH COMPENSATION OF TOP MANAGEMENT OFFICIAL	THE CEO AND SENIOR MANAGEMENT ARE PAID BY A RELATED ORGANIZATION. THE RELATED ORGANIZATION USES THE FOLLOWING PROCESS TO DETERMINE COMPENSATION. AN INDEPENDENT FIRM IS HIRED BY THE BOARD TO DETERMINE COMPENSATION PACKAGES FOR THE CEO AND SENIOR MANAGEMENT ON AN ANNUAL BASIS. THE FIRM PRESENTS COMPARATIVE PAY RANGES AND COMPENSATION RECOMMENDATIONS TO THE GOVERNANCE (COMPENSATION) COMMITTEE FOR THEIR APPROVAL. FOR SENIOR MANAGEMENT, THE CEO CAN PROVIDE INPUT AND RECOMMENDATIONS TO THE GOVERNANCE COMMITTEE. FOR THE CEO'S COMPENSATION, THE GOVERNANCE COMMITTEE PRESENTS THE COMPENSATION PACKAGE TO THE FULL BOARD FOR APPROVAL. WRITTEN CONTRACTS FOR THE CEO ARE APPROVED BY THE FULL BOARD OF DIRECTORS. THE GOVERNANCE COMMITTEE USED THE 2017 COMPENSATION SURVEY DATA TO DETERMINE 2018 COMPENSATION PACKAGES.
Form 990, Part VI, Line 4 Significant changes to organizational documents	EFFECTIVE 10/1/2018, LAKELAND REGIONAL HEALTH SYSTEM, INC. INTEGRATED INTO SPECTRUM HEALTH SYSTEM, WHO BECAME THE SOLE MEMBER OF THE CORPORATION. LAKELAND REGIONAL HEALTH SYSTEM CONTINUES AS THE SUPPORTING ORGANIZATION FOR ALL OF IT'S SUPPORTED ORGANIZATIONS. EFFECTIVE 10/1/18, THE GOVERNING DOCUMENTS WERE AMENDED AND RESTATED TO REFLECT THE INTEGRATION.
Form 990, Part VI, Line 6 Classes of members or stockholders	The membership consists of one (1) class and the only member of the Corporation shall be Spectrum Health System, a Michigan nonprofit corporation (the "System")
Form 990, Part VI, Line 11b Review of form 990 by governing body	A copy of the Form 990 is provided to the Board of Directors prior to filing. The review process for this Form 990 is as follows: 1. Preparation of the return is supervised and reviewed by the Organization's Corporate Tax Manager. 2. A second review is performed by an external CPA firm with expertise in tax-exempt return preparation. 3. The returns are posted to the board portal for review prior to filing (the board portal is available to all board members). 4. The Organization's Vice President, Finance reviews comments or questions received by members of the Board of Directors, if any, to address or to incorporate, as appropriate, into the return prior to filing.
Form 990, Part VI, Line 12c Conflict of interest policy	THE CORPORATE COMPLIANCE DEPARTMENT, IN ACCORDANCE WITH THE CONFLICT OF INTEREST POLICY, ANNUALLY DISTRIBUTES THE CONFLICT OF INTEREST DISCLOSURE SURVEY TO ALL CORPORATE AND SUBSIDIARY ORGANIZATION BOARD MEMBERS, EXECUTIVES AND OTHER LEADERSHIP EMPLOYEES. THE CORPORATE COMPLIANCE DEPARTMENT, THROUGH THE GOVERNANCE COMMITTEE, COMPILES AND ANALYZES SURVEY DATA BY ORGANIZATION, INVESTIGATES, AND REVIEWS POTENTIAL CONFLICTS WITH THE ORGANIZATION'S CEO AND BOARD CHAIR, AND WHEN NECESSARY, RECOMMENDS ACTIONS TO BE TAKEN TO RESOLVE IDENTIFIED CONFLICTS. A COMPLETE REPORT OF ALL CORPORATE AND SUBSIDIARY BOARD MEMBER EXECUTIVE DISCLOSURES, CONFLICTS IDENTIFIED AND ACTIONS TAKEN IS REVIEWED BY THE GOVERNANCE COMMITTEE AND EACH SUBSIDIARY CEO AND BOARD CHAIR RECEIVES A REPORT SPECIFIC TO THEIR ORGANIZATION'S BOARD MEMBERS AND EXECUTIVES. BOARD MEMBERS FAILING TO COMPLETE A DISCLOSURE SURVEY OR INTENTIONALLY FAILING TO REPORT A KNOWN CONFLICT OF INTEREST ARE ASKED TO RESIGN.
Form 990, Part VI, Line 19 Required documents available to the public	THE GOVERNING DOCUMENTS AND THE CONFLICT OF INTEREST POLICY ARE AVAILABLE UPON REQUEST.
Form 990, Part XI, Line 9 Other changes in net assets or fund balances	CHANGE IN INTEREST IN LAKELAND CARE, INC. - -553357;
Form 990, Part XII, Line 2c OVERSIGHT OF AUDIT	THERE HAS BEEN NO CHANGE IN AUDIT OVERSIGHT PROCESS FROM THE PRIOR YEAR.

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

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2018

Additional Data

Software ID:	18007697
Software Version:	2018v3.1

- 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

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2018

Open to Public Inspection

Name of the organization

Lakeland Regional Health System Inc

Employer identification number

38-2609624

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)LAKELAND HOSPITALS AT NILES AND ST JOSEPH INC 1234 NAPIER AVENUE ST JOSEPH,MI49085 38-2156872	PROVIDE A COMPREHENSIVE SYSTEM OF HEALTH CARE TO CITIZENS OF THE COMMUNITY	MI	501(c)(3)	3	LAKELAND REGIONAL HEALTH SYSTEM INC	Yes
(2)LAKELAND SPECIALTY HOSPITAL AT BERRIEN CENTER 1234 NAPIER AVENUE ST JOSEPH,MI49085 38-3452303	LONGTERM HEALTHCARE/HEALING SERVICES	MI	501(c)(3)	3	LAKELAND REGIONAL HEALTH SYSTEM INC	Yes
(3)LAKELAND HEALTH FOUNDATION BENTON HARBORST JOSEPH 1234 NAPIER AVENUE ST JOSEPH,MI49085 38-2539929	PROMOTE AND ASSIST IN PROVIDING HEALTH CARE	MI	501(c)(3)	7	LAKELAND REGIONAL HEALTH SYSTEM INC	Yes
(4)LAKELAND HEALTH FOUNDATION NILES 1234 NAPIER AVENUE ST JOSEPH,MI49085 38-3130558	PROMOTE/ASSIST IN PROVIDING HEALTH CARE SERVICES IN SOUTHWESTERN MICHIGAN	MI	501(c)(3)	7	LAKELAND REGIONAL HEALTH SYSTEM INC	Yes
(5)MERCY MEMORIAL HEALTH SERVICES INC 4368 CLEVELAND AVENUE STEVENSVILLE,MI49127 38-2748035	PROMOTE HOMECARE AND LONG-TERM HEALTHCARE TO PATIENTS IN SOUTHWEST MICHIGAN	MI	501(c)(3)	10	LAKELAND REGIONAL HEALTH SYSTEM INC	Yes
(6)LAKELAND COMMUNITY HOSPITAL - WATERVLIET 400 MEDICAL PARK DRIVE WATERVLIET,MI49098 38-1368745	TO PROVIDE GENERAL HEALTH OF THE COMMUNITY THROUGH EDUCATION AND HEALTHCARE	MI	501(c)(3)	3	LAKELAND REGIONAL HEALTH SYSTEM INC	Yes
(7)HOSPICE AT HOME INC 4025 HEALTH PARK LANE ST JOSEPH,MI49085 38-2416086	TO PROVIDE HOSPICE AND PALLIATIVE CARE TO THE TERMINALLY ILL	MI	501(c)(3)	7	LAKELAND REGIONAL HEALTH SYSTEM INC	Yes
(8)SPECTRUM HEALTH SYSTEM 100 MICHIGAN ST NE MC 498 GRAND RAPIDS,MI49503 38-3382353	MANAGEMENT	MI	501(c)(3)	Type III-FI	na		No
(9)SPECTRUM HEALTH HOSPITALS 100 MICHIGAN ST NE GRAND RAPIDS,MI49503 38-1360529	HEALTHCARE	MI	501(c)(3)	3	SPECTRUM HEALTH SYSTEM		No
(10)NEWAYGO COUNTY GENERAL HOSPITAL ASSOCIATION 212 S SULLIVAN AVENUE FREMONT,MI49412 38-1359517	HEALTHCARE	MI	501(c)(3)	3	SPECTRUM HEALTH SYSTEM		No
(11)MEMORIAL MEDICAL CENTER OF WEST MICHIGAN ONE ATKINSON DRIVE LUDINGTON,MI49431 38-1359266	HEALTHCARE	MI	501(c)(3)	3	SPECTRUM HEALTH SYSTEM		No
(12)MECOSTA COUNTY MEDICAL CENTER 605 OAK STREET BIG RAPIDS,MI49307 38-1368744	HEALTHCARE	MI	501(c)(3)	3	SPECTRUM HEALTH SYSTEM		No
(13)REED CITY HOSPITAL CORPORATION 300 N PATTERSON RD REED CITY,MI49677 38-2770076	HEALTHCARE	MI	501(c)(3)	3	SPECTRUM HEALTH SYSTEM		No
(14)PENNOCK HOSPITAL 1009 WEST GREEN STREET HASTINGS,MI49058 38-1360562	HEALTHCARE	MI	501(c)(3)	3	SPECTRUM HEALTH SYSTEM		No
(15)SPECTRUM HEALTH UNITED 615 S BOWER GREENVILLE,MI48838 38-1358412	HEALTHCARE	MI	501(c)(3)	3	SPECTRUM HEALTH SYSTEM		No
(16)SPECTRUM HEALTH KELSEY 615 S BOWER GREENVILLE,MI48838 38-1297435	HEALTHCARE	MI	501(c)(3)	3	SPECTRUM HEALTH UNITED		No
(17)ZEELAND COMMUNITY HOSPITAL 8333 FELCH STREET ZEELAND,MI49464 38-1411184	HEALTHCARE	MI	501(c)(3)	3	SPECTRUM HEALTH SYSTEM		No
(18)SPECTRUM HEALTH CONTINUING CARE 750 FULLER AVE NE GRAND RAPIDS,MI49503 38-3242232	REHAB/CARE	MI	501(c)(3)	10	SPECTRUM HEALTH SYSTEM		No
(19)SPECTRUM HEALTH CONTINUING CARE CENTER 750 FULLER AVE NE GRAND RAPIDS,MI49503 38-2415333	REHAB/NRS	MI	501(c)(3)	10	SPECTRUM HEALTH CONTINUING CARE		No
(20)SPECTRUM HEALTH WORTH SERVICES 750 FULLER AVE NE GRAND RAPIDS,MI49503 38-2786617	HEALTHCARE	MI	501(c)(3)	10	SPECTRUM HEALTH CONTINUING CARE		No
(21)VISITING NURSE SERVICES OF WESTERN MICHIGAN 750 FULLER AVE NE GRAND RAPIDS,MI49503 38-1359195	HEALTHCARE	MI	501(c)(3)	10	SPECTRUM HEALTH CONTINUING CARE		No
(22)SPECTRUM HEALTH FOUNDATION 100 MICHIGAN ST NE GRAND RAPIDS,MI49503 38-2752328	PHILANTHROPY	MI	501(c)(3)	7	SPECTRUM HEALTH SYSTEM		No
(23)SPECTRUM HEALTH PRIMARY CARE PARTNERS 1840 WEALTHY ST SE GRAND RAPIDS,MI49506 38-1358164	HEALTHCARE	MI	501(c)(3)	3	SPECTRUM HEALTH SYSTEM		No
(24)PRIORITY HEALTH 1231 EAST BELTLINE NE GRAND RAPIDS,MI49525 38-2715520	HMO	MI	501(c)(4)		SPECTRUM HEALTH SYSTEM		No
(25)TRINITY HEALTH PLANS 1231 EAST BELTLINE NE GRAND RAPIDS,MI49525 38-2663747	HMO MGMT	MI	501(c)(4)		PRIORITY HEALTH		No
(26)PRIORITY HEALTH CHOICE INC 1231 EAST BELTLINE NE GRAND RAPIDS,MI49525 32-0016523	HMO (MEDICAID)	MI	501(c)(3)	10	PRIORITY HEALTH		No

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

Cat. No. 50135Y

Schedule R (Form 990) 2018

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	(e) Predominant income(related, unrelated, excluded from tax under sections 512-514)	(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) WEST MICHIGAN ACCOUNTABLE CARE ORGANIZATION LLC 221 MICHIGAN ST NE STE 501 GRAND RAPIDS,MI49503 83-3153113	ACCOUNTABLE CARE ORGANIZATION	MI	SPECTRUM HEALTH SYSTEM	Related				No	0		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	(h) Percentage ownership	(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) LAKELAND HEALTH ENTERPRISES INC 31 NORTH ST JOSEPH AVENUE NILES,MI49120 38-2669798	ACCOUNTING AND BILLING	MI	LAKELAND REGIONAL HEALTH SYSTEM INC	C Corporation	1,097,208	1,932,105	100 %	Yes
(2) PHARMACY SHOPPE INC DBA LAKELAND PHARMACY SHOPPE INC 1234 NAPIER AVENUE ST JOSEPH,MI49085 38-2929090	PHARMACEUTICALS	MI	LAKELAND HEALTH ENTERPRISES INC	C Corporation	87,476	3,321,493	100 %		No
(3) LAKELAND MEDICAL PRACTICES 1234 NAPIER AVENUE ST JOSEPH,MI49085 27-0381199	MEDICAL ADMINISTRATIVE SERVICES	MI	LAKELAND HEALTH ENTERPRISES INC	C Corporation	-10,743,537	17,782,402	100 %		No
(4) SOUTHWESTERN MEDICAL CLINIC PHYSICIANS INC 1234 NAPIER AVENUE ST JOSEPH,MI49085 27-2589359	PHYSICIAN OFFICE	MI	LAKELAND HEALTH ENTERPRISES INC	C Corporation	-184,882	4,680,951	100 %		No
(5) FOUR FLAGS PROPERTIES INC 122 GRANT STREET NILES,MI49120 36-4501639	PROPERTY MANAGEMENT/RENTAL	MI	LAKELAND HEALTH ENTERPRISES INC	C Corporation	717,814	39,649,363	100 %		No
(6) LAKELAND HEALTH VENTURES INC 1234 NAPIER AVENUE ST JOSEPH,MI49085 27-2313790	HOLDING COMPANY	MI	LAKELAND HEALTH ENTERPRISES INC	C Corporation	0	0	100 %		No
(7) LAKELAND PHYSICIAN CARE NETWORK 1234 NAPIER AVENUE ST JOSEPH,MI49085 20-8513031	MEDICAL SERVICES	MI	LAKELAND HEALTH ENTERPRISES INC	C Corporation	-261,905	7,456,998	100 %		No
(8) LAKELAND PERSONAL CARE SERVICES INC 1234 NAPIER AVENUE ST JOSEPH,MI49085 27-2990797	HEALTH CARE SERVICES	MI	LAKELAND HEALTH ENTERPRISES INC	C Corporation	-158,196	55,269	100 %		No
(9) PRIORITY HEALTH INSURANCE COMPANY 1231 EAST BELTLINE NE GRAND RAPIDS,MI49525 20-1529553	INSURANCE	MI	NA	C Corporation					No
(10) PRIORITY HEALTH MANAGED BENEFITS 1231 EAST BELTLINE NE GRAND RAPIDS,MI49525 38-3085182	THIRD PARTY ADMINISTRATOR	MI	NA	C Corporation					No
(11) WEST MICHIGAN HEART 1840 WEALTHY STREET SE GRAND RAPIDS,MI49506 38-2125186	PHYSICIANS	MI	NA	C Corporation					No
(12) SPECTRUM HEALTH PHYSICIAN ALLIANCE 100 MICHIGAN ST NE GRAND RAPIDS,MI49503 37-1655728	PHYSICIANS	MI	NA	C Corporation					No

Schedule R (Form 990) 2018

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

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

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

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

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) .......................

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) .....................

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) ...................

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

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

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

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

Schedule R (Form 990) 2018

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) 2018

Page 5

Part VII

Supplemental Information

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

Return Reference

Explanation

Schedule R, Part II IDENTIFICATION OF RELATED TAX-EXEMPT ORGANIZATIONS:

NAME OF RELATED ORGANIZATION: LAKELAND HEALTH FOUNDATION, NILES PRIMARY ACTIVITY: PRMOTE/ASSIST IN PROVIDING HEALTH CARE SERVICES IN SOUTHESTERN MICHIGAN NAME OF RELATED ORGANIZATION: MERCY MEMORIAL HEALTH SERVICES, INC. PRIMARY ACTIVITY: PROVIDE HOMECARE AND LONG-TERM HEALTHCARE TO PATIENTS IN SOUTHWEST MICHIGAN

Schedule R, Part IV IDENTIFICATION OF RELATED ORGANIZATIONS TAXABLE AS CORP OR TRUST

NAME OF RELATED ORGANIZATION: LAKELAND HEALTH ENTERPRISES, INC. DIRECT CONTROLLING ENTITY: LAKELAND REGIONAL HEALTH SYSTEM, INC. NAME OF RELATED ORGANIZATION: PHARMACY SHOPPE, INC. D/B/A LAKELAND PHARMACY SHOPPE, INC. DIRECT CONTROLLING ENTITY: LAKELAND HELATH ENTERPRISES, INC. NAME OF RELATED ORGANIZATION: LAKELAND MEDICAL PRACTICES DIRECT CONTROLLING ENTITY: LAKELAND HEALTH ENTERPRISES, INC. NAME OF RELATED ORGANIZATION: SOUTHWESTERN MEDICAL CLINIC PHYSICIANS, INC. DIRECT CONTROLLING ENTITY: LAKELAND HEALTH ENTERPRISES, INC. NAME OF ORGANIZATION: FOUR FLAGS PROPERTIES, INC. DIRECT CONTROLLING ENTITY: LAKELAND HEALTH ENTERPRISES, INC. NAME OF RELATED ORGANIZATION: LAKELAND HEALTH VENTURES, INC. DIRECT CONTROLLING ENTITY: LAKELAND HEALTH ENTERPRISES, INC. NAME OF RELATED ORGANIZATION: LAKELAND PHYSICIAN CARE NETWORK DIRECT CONTROLLING ENTITY: LAKELAND HEALTH ENTERPRISES, INC. NAME OF RELATED ORGANIZATION: LAKELAND PERSONAL CARE SERVICES, INC. DIRECT CONTROLLING ENTITY: LAKELAND HEALTH ENTERPRISES, INC.

Schedule R (Form 990) 2018

Additional Data

Software ID:	18007697
Software Version:	2018v3.1

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	0	0
9	Program service revenue (Part VIII, line 2g) .........	0	0
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	0	0
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	0	0
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)	0	0
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	0	0
14	Benefits paid to or for members (Part IX, column (A), line 4).....	0	0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	0	0
16a	Professional fundraising fees (Part IX, column (A), line 11e) .....	0	0
b	Total fundraising expenses (Part IX, column (D), line 25) 0
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	0	0
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	0	0
19	Revenue less expenses. Subtract line 18 from line 12.......	0	0
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	35,036,836	34,483,479
21	Total liabilities (Part X, line 26).............	313,062	313,062
22	Net assets or fund balances. Subtract line 21 from line 20.....	34,723,774	34,170,417

Sign Here

	Signature of officer	Date

	Type or print name and title


4a	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )
	PARENT COMPANY THAT OWNS ORGANIZATIONS WITHIN LAKELAND HEALTH SYSTEM.

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












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












4d	Other program services (Describe in Schedule O.)
	(Expenses $ including grants of $ ) (Revenue $ )
4e	Total program service expenses0

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)...........	0	4,242,940	70,598

(A) Name and business address	(B) Description of services	(C) Compensation





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 0

1	Briefly describe the organization’s mission or most significant activities: LAKELAND REGIONAL HEALTH SYSTEM IS THE PARENT COMPANY FOR LAKELAND HOSPITALS, NURSING HOMES, AND OTHER HEALTH-RELATED SERVICE CORPORATIONS SERVING THE TRI-COUNTY AREA.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	17
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	12
5	Total number of individuals employed in calendar year 2018 (Part V, line 2a) ......	5	0
6	Total number of volunteers (estimate if necessary) .............	6	12
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	0

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)		(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) TIMOTHY CALHOUN VP - FINANCE & CFO	15.0 .......................35.0	X	0	442,328	24,142

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 above		1f

g	Noncash contributions included in lines 1a - 1f:$
h Total. Add lines 1a-1f.......		0

		Business Code
2a
b
c
d
e
f	All other program service revenue.		0	0	0	0
g	Total. Add lines 2a–2f ....		0

3 Investment income (including dividends, interest, and othersimilar amounts) ......
4 Income from investment of tax-exempt bond proceeds
5 Royalties...........
		(ii) Personal	(i) Real
6a	Gross rents
b	Less: rental expenses
c	Rental income or (loss)	0	0
d	Net rental income or (loss)......
		(ii) Other	(i) Securities
7a	Gross amount from sales of assets other than inventory
b	Less: cost or other basis and sales expenses
c	Gain or (loss)	0	0
d	Net gain or (loss).....
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..
Business Code			Miscellaneous Revenue
11a
b
c
d	All other revenue ....			0	0	0	0
e	Total. Add lines 11a–11d ......			0
12	Total revenue. See Instructions......			0	0	0	0

1	Grants and other assistance to domestic organizations and domestic governments. See Part IV, line 21
2	Grants and other assistance to domestic individuals. See Part IV, line 22
3	Grants and other assistance to foreign organizations, foreign governments, and foreign individuals. See Part IV, line 15 and 16.
4	Benefits paid to or for members
5	Compensation of current officers, directors, trustees, and key employees ....
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) ....
9	Other employee benefits .......
10	Payroll taxes ...........
11	Fees for services (non-employees):
a	Management ......
b	Legal .........
c	Accounting ...........
d	Lobbying ...........
e	Professional fundraising services. See Part IV, line 17
f	Investment management fees ......
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O)	0	0	0	0
12	Advertising and promotion ....
13	Office expenses .......
14	Information technology ......
15	Royalties ..
16	Occupancy ...........
17	Travel ............
18	Payments of travel or entertainment expenses for any federal, state, or local public officials .
19	Conferences, conventions, and meetings ....
20	Interest ...........
21	Payments to affiliates .......
22	Depreciation, depletion, and amortization ..
23	Insurance ...
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
b
c
d
e	All other expenses	0	0	0	0
25	Total functional expenses. Add lines 1 through 24e	0	0	0	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).

1	Cash–non-interest-bearing ........				1
2	Savings and temporary cash investments .........				2
3	Pledges and grants receivable, net ......				3
4	Accounts receivable, net .............				4
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L .............
				0	5	0
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	0
7	Notes and loans receivable, net ....				7
8	Inventories for sale or use ........				8
9	Prepaid expenses and deferred charges ......				9
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	2,000
b	Less: accumulated depreciation	10b	0	2,000	10c	2,000
11	Investments—publicly traded securities .				11
12	Investments—other securities. See Part IV, line 11 .....			0	12
13	Investments—program-related. See Part IV, line 11 ..			16,479,343	13	15,925,986
14	Intangible assets ...............				14
15	Other assets. See Part IV, line 11 ...........			18,555,493	15	18,555,493
16	Total assets. Add lines 1 through 15 (must equal line 34)...			35,036,836	16	34,483,479

17	Accounts payable and accrued expenses .....		17
18	Grants payable ...		18
19	Deferred revenue .........		19
20	Tax-exempt bond liabilities .........		20
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..	0	22	0
23	Secured mortgages and notes payable to unrelated third parties ..		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	313,062	25	313,062
26	Total liabilities. Add lines 17 through 25..	313,062	26	313,062

	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets	16,168,281	27	15,614,924
28	Temporarily restricted net assets ...........	18,555,493	28	18,555,493
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 ...........	34,723,774	33	34,170,417
34	Total liabilities and net assets/fund balances ........	35,036,836	34	34,483,479