Metroplex Clinic Physicians Inc.

“Metroplex Clinic Physicians, Inc. (the filing organization) has one member. The sole member of the filing organization is Metroplex Adventist Hospital, Inc. Metroplex Adventist Hospital, Inc. (MAH) is a Texas, not-for-profit corporation that is exempt from federal income tax under Internal Revenue Code (IRC) Section 501(c)(3). There are no other classes of membership in the filing organization.”

“The sole member of the filing organization is MAH. The Board of Directors of the filing organization are appointed by the sole member, MAH, who has the right to elect, appoint or remove any member of the Board of Directors of the filing organization.”

“MAH, as the sole member of the filing organization, has certain reserved powers as set forth in the Bylaws of the filing organization. These reserved powers include the following: a) to approve and disapprove the executive and/or administrative leadership of the filing organization, and their salaries; b) to adopt, amend, restate, and repeal the Articles of Incorporation or Bylaws of the filing organization, and the Medical Staff Bylaws; c) to set limits and terms for the borrowing of funds; d) the sale, exchange, or other disposition of property in excess of five thousand dollars; e) to approve or disapprove the annual operating and capital budgets of the filing organization; f) to direct the placement of funds and capital of the filing organization; g) to establish general guiding policies, to implement quality assessment, improvement and utilization review programs; and h) to approve the appointment of an auditing firm and election of the fiscal year for the filing organization.”

“The filing organization's current year Form 990 was reviewed by the CEO and by the CFO prior to its filing with the IRS. The review conducted by the CEO and the CFO did not include the review of any supporting workpapers that were used in preparation of the current year Form 990, but did include a review of the entire Form 990 and all supporting schedules.”

“The Conflict of Interest Policy of the filing organization applies to members of its Board of Directors and its principal officers (to be known as Interested Persons). In connection with any actual or possible conflicts of interest, any member of the Board of Directors of the filing organization or any principal officer of the filing organization (i.e. Interested Persons) must disclose the existence of any financial interest with the filing organization and must be given the opportunity to disclose all material facts concerning the financial interest/arrangement to the Board of Directors of the filing organization or to any members of a committee with board delegated powers that is considering the proposed transaction or arrangement. Subsequent to any disclosure of any financial interest/arrangement and all material facts, and after any discussion with the relevant Board member or principal officer, the remaining members of the Board of Directors or committee with board delegated powers shall discuss, analyze, and vote upon the potential financial interest/arrangement to determine if a conflict of interest exists. According to the filing organization's Conflict of Interest Policy, an Interested Person may make a presentation to the Board of Directors (or committee with board delegated powers), but after such presentation, shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in a conflict of interest. Each Interested Person, as defined under the filing organization's Conflict of Interest Policy, shall annually sign a statement which affirms that such person has received a copy of the Conflict of Interests policy, has read and understands the policy, has agreed to comply with the policy, and understands that the filing organization is a charitable organization that must primarily engage in activities which accomplish one or more of its exempt purposes. The filing organization's Conflict of Interest Policy also requires that periodic reviews shall be conducted to ensure that the filing organization operates in a manner consistent with its charitable purposes.”

“The filing organization's CEO, other officers and key employees are not compensated by the filing organization. Such individuals are compensated by the related top-tier parent organization of the filing organization. Please see the discussion concerning the process followed by the related top-tier parent organization in determining executive compensation in our response to Schedule J, Line 3.”

“The filing organization is a part of the system of healthcare organizations known as Adventist Health System (AHS). The audited consolidated financial statements of AHS and of the AHS "Obligated Group" are filed annually with the Municipal Securities Rulemaking Board (MSRB). The "Obligated Group" is a group of AHSSHC subsidiaries that are jointly and severally liable under a Master Trust Indenture that secures debt primarily issued on a tax-exempt basis. Unaudited quarterly financial statements prepared in accordance with Generally Accepted Accounting Principles (GAAP) are also filed with MSRB for AHS on a consolidated basis and for the grouping of AHS subsidiaries comprising the "Obligated Group". The filing organization does not generally make its governing documents or conflict of interest policy available to the public.”

“For those officers who devote less than full-time to the filing organization (based upon the average number of hours per week shown in column (B) on page 7 of the return) the compensation amounts shown in columns (E) and (F) on page 7 were provided in conjunction with that person's responsibilities and roles in serving in an executive leadership position within Adventist Health System. Dr. Daniels provides administrative services to Metroplex Adventist Hospital (MAH), the sole member of the filing organization, through Baylor Scott & White Health or one of its affiliated organizations, which are not related organizations. Dr. Frederick also provides administrative services to MAH through Diagnostic Radiology Specialists, PA, an unrelated healthcare provider.”

“The amounts shown in Part VIII Lines 7a and 7c of the Form 990 represent an allocated share of capital gain/(loss) from a system wide, corporate administered, investment program.”

“The parent corporation and sole top-tier member of Metroplex Clinic Physicians, Inc. (the filing organization) is Adventist Health System Sunbelt Healthcare Corporation (AHSSHC). AHSSHC is a Florida, not-for-profit corporation that is exempt from federal income tax under Internal Revenue Code (IRC) Section 501(c)(3). AHSSHC has established a shared service center to centralize the Accounts Payable (A/P) function for all AHSSHC subsidiary organizations. The filing organization has entered "0" in Part V, Line 1a because the filing organization no longer issues Form 1099 returns, rather, all such returns are filed by and under the name and EIN of AHSSHC as the payor subject to the information reporting requirements of Section 6041. The facts and circumstances support a position that AHSSHC, as a payor on behalf of its subsidiary organizations in a shared service environment, will have sufficient management and oversight in connection with the subsidiary organizations' payments to meet the standard set forth in Treas. Reg. Section 1.6041-1(e). AHSSHC will not merely be making payments at the direction of its subsidiary organizations. Accordingly, AHSSHC is considered the payor subject to the information reporting requirements of Section 6041.”

“Professional Fees: Program service expenses 241,371. Management and general expenses 0. Fundraising expenses 0. Total expenses 241,371. Purchased Medical Services: Program service expenses 540. Management and general expenses 0. Fundraising expenses 0. Total expenses 540. Environmental Services: Program service expenses 31. Management and general expenses 0. Fundraising expenses 0. Total expenses 31. Transcription Services: Program service expenses 176. Management and general expenses 0. Fundraising expenses 0. Total expenses 176. Miscellaneous Purchased Services: Program service expenses 2,488. Management and general expenses 0. Fundraising expenses 0. Total expenses 2,488. Billing & Collection Services: Program service expenses 0. Management and general expenses 164,664. Fundraising expenses 0. Total expenses 164,664.”

“Transfer from related organization 3,181,879.”