UI] FEB J1 · OK Full Service 504236 COLLINWOOD BR 107 EAST BROADWAY STREfT COLLINWOOD OK full Service 3691678 LAWRENCE COUNTY BRANCH 2102 NORTH LOCUST AVENUE LAWRENCEBURG ... UNITED

l[oJ lEml m n w m fnl UI] FEB 1 7 2017 J1 FR Y-6

0MB Number 7100-0297 Approval expires September 30, 2018 Page 1 of 2

Board of Governors of the Federal Reserve System

Annual Report of Holding Companies-FR Y-6

Report at the close of business as of the end of fiscal year

This Report is required by law: Section 5(c)(1 )(A) of the Bank Holding Company Act (12 U.S.C. § 1844(c)(1)(A)); sections 8(a) and 13(a) of the International Banking Act (12 U.S.C. §§ 3106(a) and 3108(a)); sections 11(a)(1), 25, and 25A of the Federal Reserve Act (12 U.S.C. §§ 248(a)(1), 602, and 611a); and sec­tions 113,165,312,618, and 809 of the Dodd-Frank Act (12 U.S.C. §§ 5361, 5365, 5412, 1850a(c)(1), and 5468(b)(1)). Return to the appropriate Federal Reserve Bank the original and the number of copies specified.

NOTE: The Annual Report of Holding Companies must be signed by one director of the top-tier holding company. This individual should also be a senior official of the top-tier holding company. In the event that the top-tier holding company does not have an individual who is a senior official and is also a director, the chairman of the board must sign the report. If the holding company is an ESOP/ESOT formed as a corporation or is an LLC, see the General Instructions for the authorized individual who must sign the report. I, CLAUS THORMAEHLEN

Name of the Holding Company Director and Official

CHAIRMAN TIiie of the Holding Company Director and Official

attest that the Annual Report of Holding Companies (including the supporting attachments) for this report date has been pre­pared in confonmance with the instructions issued by the Federal Reserve System and are true and correct to the best of my knowledge and belief.

With respect to information regarding individuals contained in this report, the Reporter certifies that it has the authority to provide this information to the Federal Reserve. The Reporter also certifies that it has the authority, on behalf of each individual, to consent or object to public release of information regarding that individual. The Federal Reserve may assume, in the absence of a request for confidential treatment submitted in accordance with the Board's "Rules Regarding Availability of Information," 12 C.F.R. Part 261, t e ~ rt r QQSj_ individual consent to public release of all

is in th re art co ceming that individual.

Date of Signature

For holding companies []QI registered with the SEC-Indicate status of Annual Report to Shareholders:

~ is included with the FR Y-6 report

D will be sent under separate cover

D is not prepared

For Federal Reserve Bank Use Only

RSSDID I 0~ r 1 <ri C.I.

This report form is to be filed by all top-tier bank holding compa­nies, top-tier savings and loan holding companies, and U.S. inter­mediate holding companies organized under U.S. law, and by any foreign banking organization that does not meet the require­ments of and is not treated as a qualifying foreign banking orga­nization under Section 211.23 of Regulation K (12 C.F.R. § 211.23). (See page one of the general instructions for more detail of who must file.) The Federal Reserve may not conduct or spon­sor, and an organization (or a person) is not required to respond to, an information collection unless it displays a currently valid 0MB control number.

Date of Report (top-tier holding company's fiscal year-end):

December 31, 2016 Month / Day / Year

NIA Reporter's Legal Entity Identifier (LEI) (20-Character LEI Code)

Reporter's Name, Street, and Mailing Address

FCB CORPORATION Legal TIiie of Holding Company

P. 0. BOX 989 (Mailing Address of the Holding Company) Street/ P.O. Box

MANCHESTER TN 37349 -------

City State Zip Code

100 HIGH STREET, MANCHESTER, TN 37355 Physical Location (if different from mailing address)

Person to whom questions about this report should be directed: PENNY WILSON CPA Name

615-373-3771 Area Code I Phone Number/ Extension

615-377-4915 Area Code/ FAX Number

[email protected] E-mail Address

------------TIiie

Address (URL) for the Holding Company's web page

O=No Is confidential treatment requested for any portion of this report submission? .... .... ...... .. ......... ... . . }=YesO In accordance with the General Instructions for this report (check only one),

1. a letter justifying this request is being provided along with the report . .. ... ..... .... ...... .. .. .............. .. .. . .... ..... . D

2. a letter justifying this request has been provided separately ..... .. ........... .. .... . ... . .. ....... . . ... ..... .. .. .... ... . D

NOTE: Information for which confidential treatment is being requested must be provided separately and labeled as "confidential."

Public reporting burden for this information collection is estimated to vary from 1.3 to 101 hours per response, with an average of 5.50 hours per response. including time to gather and maintain data in the required form and to review instructions and complete the information collection. Send comments regarding this burden estimate or any other aspect of this collection of information , including suggestions for reducing this burden to: Secretary, Board of Governors of the Federal Reserve System, 20th and C Streets, NW, Washington, DC 20551 , and to the Office of Management and Budget. Paperwork Reduction Project (7100-0297) , Washington, DC 20503.

12/2016

Form FR Y-6

FCB CORPORATION Manchester, Tennessee

Fiscal Year Ending December 31, 2016

1. The bank holding company does prepare an annual report for its securities holders and is not registered with the SEC. A copy of this report is enclosed.

2. Organization Chart

FCB Corporation

~ Manchester, TN~

100% First National Bank of Manchester 51 % Bank of Waynesboro Manchester, TN l Waynesborl TN

100% FCB Reinsurance Company 100% Waynesboro Holdings, Inc. Manchester, TN Waynesboro, TN

100% First National Mortgage Services, LLC Manchester, TN

2b. Domestic branch listing provided to the Federal Reserve Bank on January 23, 2017.

Please note: All entities are incorporated in the state of Tennessee. Please note: No entities have Legal Entity Identifiers (LEI)

Results: A list of bnnches for your holdin1 com p,any : FCB CORPORATION (108S488I of MANCHESTER, TN.

The data are as of 12/31/2016. Data reflects Information that was received and processed through 01/10/2017.

Reconciliation and Yerjfgtion Steps

1. In the O.ta Action column of each branch row, en ter one or more of the actions specified below

2. If requfrl!d, ent er the date In the Effective cnt e column

Actions

OK: If the branch Information Js correct, enter 'OK' In the Data Action column.

Chan1e: If the branch Information Is Incorrect or Incomplete, revise the data, enter 'Change' In the cnta Action column and the date when this Information first became villld In the Effective cnte column.

Cose: ff a branch trsted w as sold or closed, enter 'Close· In the Data Action column and the sale or closure date In the Eff•ctive Date column ,

Delete: If a branch listed was never ow nl!d by this depository Institut ion, 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 openln1 or acqulsition date ln the Effective cnta column.

If printing this 11st, you may need to adjust your pa1e setup In MS Excel. Try usln1 landscape orientation, pa1e sulln1, and/or lea•I sized paper.

Submission Procedure

When you are fin ished, send a saved copy to your FRB contact. See the detailed Instructions on this site for more information .

If vou are e-malUng this to your FRB contact, put your Institution name, city and state In the subject line of the e•mall.

Note:

To satisfy the FR Y·lO reportinc 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·lO report may be submitted in a hardcopy format or via the FR Y-10 OnHne applfaUon • hnps://ylOonllne.federalreserve.1ov.

• FDIC UNINUM, Office Number, and IO_RS.SO columns are for reference only. Verification or these values Is not required.

Data Action Effectiw Date Branch Service Tvoe Bf"a M h ID RSSD· POPUiar Name St rff't Address iQty

OK Full Service (Head Office! 505831 BANK Of WAYNE.SBORO 201 SOUTH MAIN STREfT WAYNESBORO

OK Full Service 504236 COLLINWOOD BR 107 EAST BROADWAY STREfT COLLINWOOD

OK full Service 3691678 LAWRE NCE COUNTY BRANCH 2102 NORTH LOCUST AVENUE LAWRENCEBURG

OK Full Service 503734 BARLOW BRANCH 716 HIGHWAY 99 WAYNESBORO

OK Full Service /Head Officel 290230 FIRST NATIONAL BANK Of MANCHESTER 100 WEST HIGH STREET MANCHESTER

OK Full Service 29234 HILLSBORO ROAD BRANCH 1814 HILLSBORO ROAD MANCHESTER

OK Full Service 4041430 MURFREESBORO BRANCH 2230 MERCURY BOULEVARD MURFREESBORO

OK Full Service 662435 WOODBURY BRANCH 801 WEST MAIN STREET WOODBURY

State

TN

TN

TN

TN

TN

TN

TN

TN

ZloCode Countv

38485 WAYNE

38450 WAYNE

38464 LAWRENCE

38485 WAYNE

37355 COFFEE

37355 COFFEE

37130 RUTHERFORD

37190 CANNON

C<>untr, FOCUNINUM• Office Number• Head Offk e Head Office ID Rsso• Comments

UNITED STATES 1'62 0 BANK OF WAYNESBORO 505831

UNITED STATES 192568 1 BANK OF WAYNESBORO 505831

UNITED STATES 429747 3 BANK Of WAYNESBORO 505831

UNITED STATES 192569 2 BANK Of WAYNESBORO 505831

UNITED STATES 3204 0 FIRST NATIONAL BANK Of MANCHESTER 290230

UNITED STATES 205704 1 FIRST NATIONAL BANK Of MANCHESTER 290230

UNITED STATES 492508 4 FIRST NATIONAL BANK OF MANCHESTER 290230

UNITED STATES 17954 3 FIRST NATIONAL BANK Of MANCHEffiR 290230

FCB CORPORATION Fiscal Year Ending December 31, 2016

Report Item 3: Securities Holders (l)(a)(b)(c) and (2)(a)(b)(c)

Current Shareholders with ownership, control or holdings of 5% or more with power to vote as of12-31-2016

(l)(a) (l)(b) ( 1 )( C) Name, City, State, Country Citizenship Shares and Percentage

Marion W. Hickerson III USA 42,151-19.45% Nashville, TN, USA

Edith H. Johnson USA 28,836 - 13.31 % Houston, TX, USA

Claus or Lois Thormaehlen USA 15,296 - 7.06% Manchester, TN, USA

Dale J. Jones USA 14,245 - 6.57% Germantown, TN, USA

Donald L. Jones USA 14,245 - 6.57% Hixson, TN, USA

Nancy Gilliam USA 11,704- 5.40% Manchester, TN, USA

Report items (2)( a)(b )( c) are not applicable.

FCB CORPORATION

Fiscal Year Ending December 31, 2016

Report Item 4: Insiders

(1) Names & (2) Principal (3)(a) Title & (3 )(b) Title & (3)(c) Title & Address occupation if other position with Bank position with position with Other

than Bank Holding Holding Company Subsidiaries Businesses Company

Don Jones Retired Director Director-First NIA Hixon, TN, National Bank

USA

Gerald Ewell, Jr. Attorney Director Director -First NIA Manchester, TN, National Bank USA

Edith H. Johnson Retired Director Director - First NIA Houston, TX, USA National Bank

L.A. Teal Real estate & Director Director - First NIA Manchester, TN, farming Secretary National Bank USA

Claus Thormaehlen NIA Director Director - First NIA Manchester, TN, Chairman National Bank and USA Bank of

Waynesboro

George M. Brown Retired Director Director - First NIA Hillsboro, TN, National Bank and USA Bank of

Waynesboro

The title and position with subsidiaries as listed above is the same for the subsidiaries of the subsidiaries. Report item (4)(c) is not applicable. Unless otherwise indicated ownership, if any in any other business is less than 25%.

(4)(a) Percentage of ( 4 )(b) Percentage Voting Shares in of Voting Shares in Bank Holding Subsidiaries Company

6.57% NIA

.65% NIA

13.31 % NIA

2.64% NIA

7.06% 1.05% - Bank of Waynesboro

.88% 1.00% - Bank of Waynesboro

FCB CORPORATION

Fiscal Year Ending December 31, 2016

Report Item 4: Insiders

(1) Names & (2) Principal (3)(a) Title & (3 )(b) Title & (3)(c) Title & Address occupation if other position with Bank position with position with Other

than Bank Holding Holding Company Subsidiaries Businesses Company

Brent Parsley NIA NIA Community NIA Manchester, TN, President - First USA National Bank,

Manchester

Stephen Clay NIA NIA Community NIA Shirley President - First Manchester, TN, National Bank, USA Murfreesboro

Tim Spry NIA NIA President - First NIA Woodbury, TN, National Bank USA

Carla Clay NIA NIA Chief Financial NIA Pelham, TN, USA Officer - First

National Bank

Marion W. Stockbroker NIA Director and NIA Hickerson III Chairman of the Nashville, TN, Board- Bank of USA Waynesboro

Jasper Brewer Retired NIA Director -Bank of NIA Collinwood, TN, Waynesboro USA

The title and position with subsidiaries as listed above is the same for the subsidiaries of the subsidiaries. Rep01t item (4)(c) is not applicable. Unless otherwise indicated ownership, if any in any other business is less than 25%.

(4)(a) Percentage of (4)(b) Percentage Voting Shares in of Voting Shares in Bank Holding Subsidiaries Company

.12% NIA

NIA NIA

.12% NIA

.60% NIA

19.45% 4.55% Bank of Waynesboro

NIA 20.8% - Bank of Waynesboro

FCB CORPORATION

Fiscal Year Ending December 31, 2016

Report Item 4: Insiders

(1) Names & (2) Principal (3)(a) Title & (3)(b) Title & (3)(c) Title & (4)(a) Percentage of (4)(b) Percentage of Address occupation if other position with Bank position with position with Other Voting Shares in Voting Shares in

than Bank Holding Holding Company Subsidiaries Businesses Bank Holding Subsidiaries Company Company

Alton Turnbo, Jr. Mortician NIA Director - Bank of Mortician NIA .08%- Bank of Lawrenceburg, TN, Waynesboro Waynesboro USA

Misty Rogers NIA NIA Executive Vice NIA NIA NIA Lawrenceburg, TN, President and USA Secretary of the

Board- Bank of Waynesboro

Tim Willian1s NIA NIA Executive Vice NIA NIA .06% - Bank of

Lawrenceburg, TN, President - Bank of Waynesboro

USA Waynesboro

Harold Pope Retired NIA Director - Bank of NIA NIA .03% - Bank of Waynesboro, TN, Waynesboro Waynesboro USA

William B. Bryant NIA NIA President & CEO - NIA NIA .33% - Bank of Lawrenceburg, TN, Bank of Waynesboro Waynesboro USA

Nancy Gilliam Retired Director Director - First NIA 5.40% NIA Manchester, TN, National Bank

USA

NIA NIA Vice President - First NIA .01% NIA Mike Bailey National Bank Woodbury, TN, USA

Jeanne Melton Vice President - First NIA Woodbury, TN,

NIA NIA National Bank NIA .09%

USA