n/a

Board of Governors of the Federal Reserve System

FR Y-6 0MB Number 7100-0297 Approval expires September 30, 2018 Page 1 of 2

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 ESOPIESOT formed as a corporation or is an LLC, see the General Instructions for the authorized individual who must sign the report.

1, B.""B,wb &cicke ...... Name of the Holding Company Director and Official

£ ')(c:c u..h\14.- J; '-<-A3u; d« ... +- 6 C. t 0 Title 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 conformance 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.FR. Part 261 , that the Reporter gfilj_ individual consent to public release of all details in the re art c cerni g that in ividual.

Signature of Holding Company Director and Official

2-.-7 -- /~ Date of Signature

For holding companies aQ1 registered with the SEC-Indicate status of Annual Report to Shareholders :

D is included with the FR Y-6 report

D will be sent under separate cover

6'l is not prepared

For Federal Reserve Bank Use Only

RSSDID ) 68' .3D 5 l C.\.

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):

12 L~il I l, / Month / Day / Year

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

Reporter's Name, Street, and Mailing Address

Legal Title of Holding Co~ 1

:P. O • 8ot. \lo~ (Mailing Address of the Holding Company) Street / P.O . Box

Ma,, cbUkr -rd 3 '13 'f '\ City State Zip Code

~070 H:1h.btaa, Bhicl. MMc.ht§+t:r\N 313.S.S Physical Location (if different from mailing address) 1

zson to WM, questions about this report should be directed:

t'\~i <IYCLS LA.Sb i c./ Name Title

Area Code / Phone Number / Extension

Area Code/ FAX Number

~ tnorti..s. &Jfu." 1) \o9 ... \c:. ,Ctv"":::'v E-mail Address

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

O=No Is confidential treatment requested for any portion of this report submission? .................... . .. .. ..... }=Yes 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 , includ ing time to gather and mainta in data in the requ ired form and to review instructions and complete the information col lection. Send comments regarding this burden estimate or any other aspect of this collect ion 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. 1212016

Form FR Y-6

Coffee County Bancshares , Inc. Manchester, Tennessee

Report Item

1. The bank holding company is not registered with the SEC and the bank holding company does not prepare an annual report for its shareholders.

2 A. Organizational Chart

HOLDING COMPANY

COFFEE COUNTY BANCSHARES, INC. 2070 HILLSBORO BLVD.

MANCHESTER. TENNESSEE

STATE OF INCORPORATION -TENNESSEE LEI= NA

100% I COFFEE COUNTY BANK

2070 HILLSBORO BLVD. - MAIN OFFICE 301 MURFREESBORO HWY. - BRANCH OFFICE

MANCHESTER. TENNESSEE www.coffeecountybank.com

STATE OF INCORPORATION - TENNESSEE LEI= NA

100% I STONE FORT MORTGAGE, INC.

202 WOODBURY HWY. MANCHESTER. TENNESSEE www.stonefortmortgage.com

STATE OF INCORPORATION - TENNESSEE LEI= NA

/ 2 B. Coffee County Bank - Opened August 25, 1975, Main Office located at 2070 Hillsboro Blvd ., Manchester, Coffee, Tennessee, USA, 37355 and one Branch Office located at 301 Murfreesboro Hwy., Manchester, Coffee, Tennessee , USA, 37355. A full service branch. Stone Fort Mortgage, Inc. was chartered January 7, 2016 as a mortgage origination company.

3. A listing of shareholders owning 5 percent or more of outstanding stock is attached.

4. A listing of directors and officers is attached.

Also enclosed are comparative financial statements for the years ended December 31 , 2016 and 2015.

Report Item 3: Securities holders (!) (a)(b) (c) (2) (a)(b)(c)

Form FR Y-6 Coffee County Bancshares, Inc.

Fiscal Year Ending December 31 , 2016

Current security holders with ownership, control or holdings of 5% or more with power to Securities holders not li sted in 3 ( 1) (a) through 3 (I) ( c) that had ownership, control vote as of fiscal year ending 12-31-20 16 or holdings of 5% or more with power to vote during the fiscal year ending

12-31-20 16

( 1) (a) (I) (b) ( l )(c) (2) (a) (2) (b) (2) (c) Name Country of Number and Percentage of ame Country of Number and Percentage of each (City, State, Country) Citi zenship or each class of Voting Securities (City, State, Country) Citizenship or class of Voting Securities

Incorporation Incorporat ion

Daniel Powers USA Common Stock Manchester, TN USA 32.72696 Shares None

12%

Howard Yaden, Jr. USA Common Stock Tullahoma, TN USA 25 .1909 Shares None

9%

James D. Riddle USA Common Stock Manchester, T USA 27 .99970 Shares None

10%

Nancy Davis USA Common Stock Nashville, TN USA 20. 17272 Shares None

7%

Edward Henley USA Common Stock Manchester, TN USA 30.1 3606 Shares None

11 %

Kenneth C. Kirby USA Common Stock Manchester, T USA 22.6 7242 Shares one

8%

Betsy Powers USA Common Stock Manchester, TN USA 33 .45423 Shares None

12%

Report Item 3: Securities holder Page I

Report Item 3: Securities holders (I) (a)(b)(c) (2) (a) (b) (c)

Form FR Y -6 Coffee County Bancshares, Inc.

Fiscal Year Ending December 31 , 2016

Current security holders with ownership, control or holdings of 5% or more with power to Securities holders not listed in 3 (1) (a) through 3 (I) (c) that had ownersh ip, control vote as of fiscal year ending 12-31-2016 or holdings of 5% or more with power to vote during the fiscal year ending

12-31-2016

(I) (a) (I) (b) (l)(c) (2) (a) (2) (b) (2)(c) Name Country of Number and Percentage of ame Country of Number and Percentage of each (City, State, Country) Citizenship or each class of Voting Securities (City, State, Country) Citizenship or class of Voting Securities

Incorporation [ncorporation

Buster Bush USA Common Stock None Manchester, TN USA I 1.50909 Shares

4% -

Glenda G. Bush USA Common Stock None Manchester, TN USA I 0.00000 Shares

4% -

Report Item 3: Securities holders Page I Continued

Report [tern 4: fn siders ( l) (2) (3) (a) (b) (c) and (4) (a) (b) (c)

( !) (2) (3) (a) Name & Address Principal Title & Position

(City, State, Country) Occupation with Bank if other than Holding Co. with Bank Hold ing Co .

James D. Riddle Trucking & Director & Manchester, TN Concrete - Secretary USA

Edward Henley Propane Chairman of the Manchester, T Dealer Board & Director USA

I Director

B. Rush Bricken None Executi ve Vice Tu llahoma, TN President & CEO USA

Report Item 4: Insiders

Coffee County Bancshares, Inc.

(3) (b) Title & Position with Subsidiaries (inc lude names of subsidiaries)

Form FR Y-6 December 31, 2016

(3) ( c) Title & Position with Other Businesses (include names of other businesses)

Director & Secretary President: Riddle Coffee Co unty Bank Trucking & Concrete

Inc. and Superior Redi-Mix Partner: Hunters Co u11 Properties, Murfreesboro Prope11ies, DPR Investments BLR In vestments, Coffee County Ready Mix, CHRR Properties, Klondike Prope11ies , Dark Hollow Farm, Murfreesboro Funeral Home, A & B Properties

Chairman of the President & Owner: Board & Director of Henley Propane, Inc. , Coffee County Bank Owner: Henley Farms

Owner: Hilltop Trailer Court Co-Owner: Hen ley Mini Storai:re

CEO / EV P None Coffee County Bank Director

(4) (a) ( 4) (b) (4) (c) Percentage of Percentage of List Names of other companies Voting Shares Voting Shares (inc ludes partnerships) if25% in Bank Holding in Subsidiaries or more of voting securities Co. (include names of are held (li st names of

subsidiaries) companies & percentage of voting securities held)

10.00% None Riddle Trucking & Concrete Inc. - 50%; DPR Investments -33 .33%; BLR Investments -50%; Coffee County Ready Mix - 25% plus 1/5 of 1/4; CHRR Properties - 25%; Dark Hollow Farms - 33.33%; Murfreesboro Funera l Home-26.6%; A & B Propet1i es -50%

11 % None Henley Propane, Inc. - I 00% Henley Farms - I 00% Hilltop Trailer Court - I 00% Henley Mini-Storage - 50%

3.00% None None

Page 2

Report Item 4: Insiders & Principal Shareholders (I) (2) (3) (a) (b) (c) and (4) (a) (b) (c)

( I) (2) (3) (a) Name & Address Principal Title & Position (City, State, Country) Occupation with Bank Hold ing

if other than Co. with Bank

Dan iel Powers Rea l Estate Vice Chairman & Manchester, TN In vestments Director USA

Kenneth C. Kirby one Director & President Manchester, T USA

Jerry White Automobi le Director Manchester, TN Dea lership USA Owner

Report Item 4: Insiders & Principal Shareholders

Coffee County Bancshares, Inc. Form FR Y-6

December 3 I, 20 16

(3) (b) (3)(c) Title & Position With Title & Position Subsidiaries (include With Other names of subsidiaries) Businesses

(include names of other businesses)

Vice Chairman / Director President: Char-cl Coffee County Bank Apartments ; Owner:

Powers Storage, LLC Powers Real Estate Rentals, Piggy Back Financial Group. Partner: Murfreesboro Funeral Home

Director & President one Coffee County Bank

Director Owner/President: Coffee County Bank Al White Motors, Inc.

Owner/President: White and Company

4) (a) (4) (b) (4) (c) Percentage of Percentage of List names of !Voting Shares Voting Shares other companies in Bank in Subsidiaries (incl udes partnerships) Holding Co. (inc lude names if 25% or more of

of subsidiaries) voting securities are held (list names of companies and percentage of voting securi ties held)

12.00% None Powers Storage, LLC -I 00%; Powers Real Estate Rentals - 50%; Piggy Back Financial Group - 60%; Murfreesboro Funeral Home - 25%

8.00% one None

2.00% None Al White Motors, Inc. -80%; White and Company - I 00%

Page 3

Report Item 4: Ins iders & Principal Shareho lders ( 1) (2) (3) (a) (b) (c) and (4) (a) (b) (c)

(1 ) (2) (3) (a) Name & Address Principal Title & Position

(C ity, State, Country) Occupati on if wi th Bank other than with Hold ing Co. Bank Holding Co.

Betsy Powers Deceased NIA Manc hester, TN USA

Angie D. Monis NIA NIA Tull ahoma, TN USA

Carter Sain NIA NIA Manchester, TN USA

Report 1tem 4: insiders & Pri ncipa l Shareholders Page 4

Coffee County Bancshares, Inc . Form FR Y-6

December 31, 20 16

(3) (b) (3) ( C) Titl e & Position With Title & Pos ition Subsidi aries (include) with other

names of subsid iaries) Businesses (include names of other businesses)

NIA NIA

Cashier IA Coffee County Bank

Chief Commercial NIA Offi cer Coffee County Bank

(4) (a) ( 4) (b) (4) (c) Percentage of Percentage of List names of other Voting Shares Voti ng Shares in companies (inc ludes in Bank Holding Subsidiaries partnerships) if25% or Co. (incl ude names o f more of voting

subs id iar ies) securi ti es arc held (l ist names of companies & percentage of voting securiti es held)

12% No ne NIA

NIA NIA NIA

NIA NIA NIA