Village Tower, Ltd. Herring Bancorp, Inc. (Limited Partner) CDR Group LLC (General Partner) Amarillo, TX Formed in Texas. Amarillo, TX Formed in Texas
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1 AMENDED N/A
2 AMENDED Corporate Structure December 31, 2016 HERRING BANCORP, INC. Amarillo, TX Incorporated in Texas Herring Statutory Trust 1 100% Bancorp, Inc. Vernon, TX Formed in Texas One Source Leasing, LLP Herring Bancorp, Inc. (Limited Partner) CDR Group LLC (General Partner) Amarillo, TX Formed in Texas Village Tower, Ltd. Herring Bancorp, Inc. (Limited Partner) CDR Group LLC (General Partner) Amarillo, TX Formed in Texas Financial Payments, LLP. Herring Bancorp, Inc. (Limited Partner) Amarillo, TX Formed in Texas HERRING BANK 100% Bancorp, Inc. Amarillo, TX Incorporated in Texas Herring Financial Services, Inc. 100% Herring Bank (INACTIVE) Amarillo, TX Incorporated in Texas Herring National Company 100% Herring Bank Vernon, TX Incorporated in Texas Livestock Enterprises, LLC Herring Bank (Managing Member) Amarillo, TX Formed in Texas Herring National Company II 100% Herring Bank (INACTIVE) Vernon, TX Incorporated in Texas Herring National Company Azle 100% Herring Bank Azle, TX Incorporated in Texas Herring National Company Seymour 100% Herring Bank Seymour, TX Incorporated in Texas Herring National Compamy Wichita Falls 100% Herring Bank (INACTIVE) Wichita Falls, TX Incorporated in Texas No LEI for any of the above entities is available
3 Results: A list of branches for your depository institution: HERRING BANK (ID_RSSD: ). This depository institution is held by HERRING BANCORP, INC. ( ) of AMARILLO, TX. The data are as of 12/31/2016. Data reflects information that was received and processed through 01/10/2017. Reconciliation and Verification Steps 1. In the Data Action column of each branch row, enter one or more of the actions specified below 2. If required, enter the date in the Effective Date column Actions OK: If the branch information is correct, enter 'OK' in the Data Action column. Change: If the branch information is incorrect or incomplete, revise the data, enter 'Change' in the Data Action column and the date when this information first became valid in the Effective Date column. Close: If a branch listed was sold or closed, enter 'Close' in the Data Action column and the sale or closure date in the Effective Date column. Delete: If a branch listed was never owned by this depository institution, enter 'Delete' in the Data Action column. Add: If a reportable branch is missing, insert a row, add the branch data, and enter 'Add' in the Data Action column and the opening or acquisition date in the Effective Date column. If printing this list, you may need to adjust your page setup in MS Excel. Try using landscape orientation, page scaling, and/or legal sized paper. Submission Procedure When you are finished, send a saved copy to your FRB contact. See the detailed instructions on this site for more information. If you are e mailing this to your FRB contact, put your institution name, city and state in the subject line of the e mail. Note: To satisfy the FR Y 10 reporting requirements, you must also submit FR Y 10 Domestic Branch Schedules for each branch with a Data Action of Change, Close, Delete, or Add. The FR Y 10 report may be submitted in a hardcopy format or via the FR Y 10 Online application * FDIC UNINUM, Office Number, and ID_RSSD columns are for reference only. Verification of these values is not required Data Action Effective Date Branch Service Type Branch ID_RSSD* Popular Name Street Address City State Zip Code County Country FDIC UNINUM* Office Number* Head Office Head Office ID_RSSD* Comments ok Full Service (Head Office) HERRING BANK 2201 CIVIC CIRCLE AMARILLO TX POTTER UNITED STATES HERRING BANK ok Full Service COLORADO SPRINGS BRANCH 3110 NORTH NEVADA AVENUE COLORADO SPRINGS CO EL PASO UNITED STATES HERRING BANK ok Full Service ALTUS BRANCH 721 NORTH MAIN STREET ALTUS OK JACKSON UNITED STATES HERRING BANK ok Full Service ALTUS WAL MART BRANCH NORTH MAIN STREET ALTUS OK JACKSON UNITED STATES HERRING BANK ok Full Service DOWNTOWN BRANCH 400 SOUTH PIERCE STREET AMARILLO TX POTTER UNITED STATES HERRING BANK ok Full Service UNITED BRANCH 5807 S W 45TH STREET AMARILLO TX RANDALL UNITED STATES HERRING BANK ok Full Service AZLE BRANCH 108 INDUSTRIAL AVENUE AZLE TX PARKER UNITED STATES HERRING BANK ok Full Service CLARENDON BRANCH 123 S. KEARNEY CLARENDON TX DONLEY UNITED STATES HERRING BANK ok Full Service GRAND PRAIRIE BRANCH 2317 SOUTH BELT LINE ROAD GRAND PRAIRIE TX DALLAS UNITED STATES HERRING BANK ok Full Service SEYMOUR BRANCH 323 NORTH MAIN STREET SEYMOUR TX BAYLOR UNITED STATES HERRING BANK ok Full Service DOWNTOWN BRANCH 1900 PEASE ST VERNON TX WILBARGER UNITED STATES HERRING BANK ok Limited Service MOBILE BRANCH 1900 PEASE STREET VERNON TX WILBARGER UNITED STATES HERRING BANK ok Full Service Y BRANCH 4102 WILBARGER VERNON TX WILBARGER UNITED STATES HERRING BANK
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5 AMENDED Report Item 4: Insiders (1), (2), (3)(a)(b)(c), and (4)(a)(b)(c) Form FR Y-6 Herring Bancorp, Inc. Fiscal Year Ending December 31, 2016 (1) (2) (3)(a) (3)(b) (3)(c) (4)(a) (4)(b) (4)(c) Names & Address Principal Title & Occupation if Position with other than with Bank Holding Bank Holding Company Company Title & Position with Subsidiaries Title & Position with Other Businesses Percentage of Voting Shares in Bank Holding Company Percentage of Voting Shares in Subsidiaries List names of other companies Campbell Burgess Amarillo, TX USA N/A Director, President, CEO, Vice Chairman Director (Herring Bank), President & Director (Herring Financial Services, Inc.), VP & Director (Herring National Co.) President & Director - Chain C, Inc. Member / Manager of FCCTX, LLC 19.14% N/A N/A Charlotte Griffiths Wales, UK C.C. Burgess Amarillo, TX USA Hotel Owner Director Director (Herring Bank) Secretary - Chain-C, Inc % N/A N/A Investments Director & Chairman Director & Chairman (Herring Bank), Director & Chairman (Herring Financial Services), President & Director (Herring National Co) Owner - Burgess Herring Ranch, Owner - Burgess Y Ranch, Owner - Herring X, Owner - CCB Special Owner - Burgess Oil President - Zircon, Inc. President - Burgess Wheeler President - Herring Cattle Co. Chairman - Texas Panhandle Heritage Foundation 18.82% N/A Burgess Herring Ranch - 100% Burgess Y Ranch - 100% Herring X - 100% Burgess Wheeler - 78% CCB Special - 100% Burgess Oil - 100% Susan Couch Vernon, TX USA Consultant N/A Director (Herring Bank) President & Manager - Couch Consulting & Management, LLC Trustee - The Kelly and Susan Couch Living Trust 8.19% N/A Couch Consulting & Management, LLC - 100% The Kelly and Susan Couch Living Trust - 100% Herring Bank Trust Department Amarillo, TX USA Wealth Management N/A N/A N/A 17.65% N/A N/A Christopher Todd Clark Houston, TX USA Oil & Gas Director N/A Owner - Todd Clark Oil and Gas Investment 0.14% N/A Todd Clark Oil and Gas Investment - 100% Carson Burgess Amarillo, TX USA Airplane Pilot Director N/A Owner - CH Burgess & Co % N/A CH Burgess & Co % Danny Skarda Amarillo, TX USA Jack Hall Amarillo, TX USA Banker Banker Corporate Sec. & Treasurer Vice President / CFO CEO & Director (Herring Bank) N/A 0.14% N/A N/A CFO (Herring Bank) N/A N/A N/A N/A
6 HERRING BANCORP, INC. AND SUBSIDIARIES SEPARATE COMPANY FINANCIAL STATEMENTS AND INDEPENDENT ACCOUNTANT S COMPILATION REPORT December 31, 2016 and 2015
7 HERRING BANCORP, INC. AND SUBSIDIARIES SEPARATE COMPANY FINANCIAL STATEMENTS December 31, 2016 and 2015 Table of Contents INDEPENDENT ACCOUNTANT S COMPILATION REPORT... 1 CORPORATE STRUCTURE... 3 Page SEPARATE COMPANY FINANCIAL STATEMENTS Tab Herring Bancorp, Inc... HBI One Source Leasing Company, LP... OSL Village Tower, Ltd... VT Financial Payments, LP... FP Herring Bank... HB Herring Financial Services, Inc... HFS Herring National Company, Inc (combined)... HNC
8 Board of Directors Herring Bancorp, Inc. and Subsidiaries Amarillo, Texas Independent Accountant s Compilation Report Management is responsible for the accompanying separate company financial statements of Herring Bancorp, Inc. and Subsidiaries, as listed below, which comprise the balance sheets as of December 31, 2016 and 2015 and the related statements of operations and comprehensive income*, changes in stockholders equity*, and cash flows for the years then ended, in accordance with accounting principles generally accepted in the United States of America. We have performed compilation engagements in accordance with Statements on Standards for Accounting and Review Services promulgated by the Accounting and Review Services Committee of the AICPA: Herring Bancorp, Inc.* One Source Leasing Company, LP. Village Tower, Ltd. Financial Payments, LP. Herring Bank* Herring Financial Services, Inc. Herring National Company, Inc., which includes the following disregarded entities: Herring National Company, Inc. Herring National Company II, Inc. Herring National Company Azle, Inc. Herring National Company Seymour, Inc. Herring National Company Wichita Falls, Inc. Management has elected to include the separate company statements of changes in stockholders equity and comprehensive income. We did not audit or review these separate company financial statements nor were we required to perform any procedures to verify the accuracy or completeness of the information provided by management. Accordingly, we do not express an opinion, a conclusion, nor provide any form of assurance on these separate company financial statements.
9 Board of Directors Herring Bancorp, Inc. and Subsidiaries Page 2 Management has elected to omit substantially all the disclosures and the statements of changes in stockholders equity* and the statements of comprehensive income* ordinarily included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America. If the omitted disclosures and statements* were included in the financial statements, they might influence the user s conclusions about the company s financial position, results of operations, and cash flows. Accordingly, the financial statements are not designed for those who are not informed about such matters. Johnson & Sheldon, PLLC Johnson & Sheldon, PLLC March 13, 2017
10 Corporate Structure December 31, 2016 HERRING BANCORP, INC. Amarillo, TX Incorporated in Texas Herring Statutory Trust 1 100% Bancorp, Inc. Vernon, TX Formed in Texas One Source Leasing Company, LLP Herring Bancorp, Inc. (Limited Partner) CDR Group LLC (General Partner) Amarillo, TX Formed in Texas Village Tower, Ltd. Herring Bancorp, Inc. (Limited Partner) CDR Group LLC (General Partner) Amarillo, TX Formed in Texas Financial Payments, LLP. Herring Bancorp, Inc. (Limited Partner) Amarillo, TX Formed in Texas HERRING BANK 100% Bancorp, Inc. Amarillo, TX Incorporated in Texas Herring Financial Services, Inc. 100% Herring Bank (INACTIVE) Amarillo, TX Incorporated in Texas Herring National Company 100% Herring Bank Vernon, TX Incorporated in Texas Livestock Enterprises, LLC Herring Bank (Managing Member) Amarillo, TX Formed in Texas Herring National Company II 100% Herring Bank Vernon, TX Incorporated in Texas Herring National Company Azle 100% Herring Bank Azle, TX Incorporated in Texas Herring National Company Seymour 100% Herring Bank Seymour, TX Incorporated in Texas Herring National Compamy Wichita Falls 100% Herring Bank (INACTIVE) Wichita Falls, TX Incorporated in Texas No LEI for any of the above entities is available
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