Form FR Y-6 FB BanCorp San Antonio, TX Fiscal Year Ending December 31, FB BANCORP LEI: None San Antonio, TX Incorporated in Nevada 100%

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1 AMENDED

2 Form FR Y-6 FB BanCorp San Antonio, TX Fiscal Year Ending December 31, 2016 Report Item 1: The holding company prepares an annual report for its securities holders and is not registered with the SEC. As specified by the responsible Reserve Bank, copy to be sent under a separate cover. 2a: Organizational Chart FB BANCORP LEI: None San Antonio, TX Incorporated in Nevada 100% FARM BUREAU BANK FSB LEI: None Sparks, NV Federally Chartered 2b: Domestic branch listing provided to the Federal Reserve Bank. 2c: No entity has a Legal Entity Identifier (LEI)

3 Results: A list of branches for your holding company: FB BANCORP ( ) of SAN ANTONIO, 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) FARM BUREAU BANK FSB 2165 GREEN VISTA DRIVE, SUITE 204 SPARKS NV WASHOE UNITED STATES FARM BUREAU BANK FSB OK Full Service SAN ANTONIO BRANCH HENDERSON PASS, SUITE 100 SAN ANTONIO TX BEXAR UNITED STATES FARM BUREAU BANK FSB

4 Report Item 3: Securities holders (1)(a)(b)(c) and (2)(a)(b)(c) Form FR Y-6 FB BanCorp Fiscal Year Ending December 31, 2016 Current securities holders with ownership, control or holdings of 5% or more with power to vote as of fiscal year ending Securities holders not listed in 3(1)(a) through 3(1)(c) that had ownership, control or holdings of 5% or more with power to vote during the fiscal year ending (1)(a) Name City, State, Country (1)(b) Country of Citizenship Or Incorporation (1)(c) Number and Percentage of Each Class of Voting Securities (2)(a) Name City, State, Country (2)(b) Country of Citizenship Or Incorporation (2)(c) Number and Percentage of Each Class of Voting Securities American Federation Washington, DC USA Property Casualty Ins. Co. West Des Moines, IA USA North Carolina Mutual Insurance, Co. Oklahoma Mutual Ins. Co. Oklahoma City, OK USA USA 260, % Class B, Series 1, Common Stock USA 198, % Class B, Series 1, Common Stock USA 273, % Class B, Series 1, Common Stock USA 160, % Class B, Series 1, Common Stock NONE

5 Report Item 4: Insiders (1), (2), (3)(a)(b)(c), and (4)(a)(b)(c) (1) Name City, State, Country William Hileman San Antonio, TX USA (2) Principal Occupation if other than with N/A (3)(a) with Holding Company President and CEO, Director Form FR Y-6 FB BanCorp / Fiscal Year Ending December 31, 2016 (3)(b) with all direct and indirect (include names of President and CEO Bank (3)(c) with Other Businesses (include names of other businesses) Director and Chairman, Good Samaritan Community Services (4)(a) None 4)(b) (includes names of None (4)(c) List names of other companies (includes partnerships) if 25% or more of are held (List names of companies and percentage of held) None Thomas C. Jaeger San Antonio, TX USA N/A Secretary, Treasurer and CFO SVP and CFO Bank Director, Chairman, President and CEO, TTPP, LLC Secretary, Farm Bureau TTPP, LLC None None None None None None Mark A. Cromer San Antonio, TX USA N/A Assistant Secretary SVP, Chief Operations Officer Bank Partner, JACMAC, LLC None None JACMAC, LLC 33.3% John Poe Schertz, TX USA Kelly Hamer New Braunfels, TX USA N/A Assistant Secretary SVP, CRO Bank N/A Assistant Secretary SVP, CBO Bank N/A None None None Partner, KCLA, LLC None None KCLA, LLC 50%

6 Report Item 4: Insiders (1), (2), (3)(a)(b)(c), and (4)(a)(b)(c) (1) Name City, State, Country Jeff Aiken Columbia, TN USA (2) Principal Occupation if other than with (3)(a) with Holding Company Form FR Y-6 FB BanCorp / Fiscal Year Ending December 31, 2016 (3)(b) with all direct and indirect (include names of (3)(c) with Other Businesses (include names of other businesses) Business Executive Director None President, TFBF President, Tennessee Farmers Mutual Insurance Company (4)(a) 4)(b) (includes names of None None None (4)(c) List names of other companies (includes partnerships) if 25% or more of are held (List names of companies and percentage of held) Ronald R. Anderson Ethel, LA USA Farmer Director None President, Louisiana Federation President, Louisiana Marketing Assoc. President, Louisiana Foundation President, Louisiana Ag in the Classroom Foundation None None None

7 Report Item 4: Insiders (1), (2), (3)(a)(b)(c), and (4)(a)(b)(c) (1) Name City, State, Country (2) Principal Occupation if other than with (3)(a) with Holding Company Form FR Y-6 FB BanCorp / Fiscal Year Ending December 31, 2016 (3)(b) with all direct and indirect (include names of (3)(c) with Other Businesses (include names of other businesses) President, Louisiana Enterprises President, Louisiana Investment Corp. (4)(a) 4)(b) (includes names of (4)(c) List names of other companies (includes partnerships) if 25% or more of are held (List names of companies and percentage of held) President, AGRIPAC President, Louisiana Farm Bureau Service Company President, Louisiana Mutual President, Louisiana Brokerage Outlet, Inc. Director, American Federation

8 Report Item 4: Insiders (1), (2), (3)(a)(b)(c), and (4)(a)(b)(c) (1) Name City, State, Country (2) Principal Occupation if other than with (3)(a) with Holding Company Form FR Y-6 FB BanCorp / Fiscal Year Ending December 31, 2016 (3)(b) with all direct and indirect (include names of (3)(c) with Other Businesses (include names of other businesses) (4)(a) 4)(b) (includes names of (4)(c) List names of other companies (includes partnerships) if 25% or more of are held (List names of companies and percentage of held) Director, American Ins. Services Chairman of the Board, Southern Casualty Ins. Co. Director, Southern Life Ins. Co. Director, Southern Casualty Holding Co. Director, South Carolina Farm Bureau Insurance Co. Director, Rural Insurance Agency

9 AMENDED Report Item 4: Insiders (1), (2), (3)(a)(b)(c), and (4)(a)(b)(c) (1) Name City, State, Country (2) Principal Occupation if other than with (3)(a) with Holding Company Form FR Y-6 FB BanCorp / Fiscal Year Ending December 31, 2016 (3)(b) with all direct and indirect (include names of (3)(c) with Other Businesses (include names of other businesses) Director, FL Farm Bureau Insurance Agency, Inc. (4)(a) 4)(b) (includes names of (4)(c) List names of other companies (includes partnerships) if 25% or more of are held (List names of companies and percentage of held) Director, American Agricultural Insurance Co. Director, Louisiana Life and Health Guaranty Russell Boening Floresville, TX USA Hal Tom Buchanan Altus, Oklahoma, USA Dir, LSU Board of Supervisors Farmer/Rancher Director N/A President, Texas & affiliated companies Vice President, Boening Bros Dairy, Inc. Rancher Director None Manger, Farm Bureau Life None None None None None None

10 AMENDED Report Item 4: Insiders (1), (2), (3)(a)(b)(c), and (4)(a)(b)(c) (1) Name City, State, Country (2) Principal Occupation if other than with (3)(a) with Holding Company Form FR Y-6 FB BanCorp / Fiscal Year Ending December 31, 2016 (3)(b) with all direct and indirect (include names of (3)(c) with Other Businesses (include names of other businesses) Director, American Ag Insurance Company Director, American Insurance Services (4)(a) 4)(b) (includes names of (4)(c) List names of other companies (includes partnerships) if 25% or more of are held (List names of companies and percentage of held) James Combs Las Vegas, NV USA President, Oklahoma Farm Bureau & Affiliated Companies Business Owner Chairman None Owner, Combs Bros., LLC Owner, JAC & JILL, LLC President, Nevada Federation Director, American Federation Manager, RC Verde None None 50%- Combs Bros., LLC 100% - JAC & JILL, LLC 50% - RC Verde

11 Report Item 4: Insiders (1), (2), (3)(a)(b)(c), and (4)(a)(b)(c) (1) Name City, State, Country (2) Principal Occupation if other than with (3)(a) with Holding Company Form FR Y-6 FB BanCorp / Fiscal Year Ending December 31, 2016 (3)(b) with all direct and indirect (include names of (3)(c) with Other Businesses (include names of other businesses) (4)(a) 4)(b) (includes names of (4)(c) List names of other companies (includes partnerships) if 25% or more of are held (List names of companies and percentage of held) Vincent Zippy Duvall Washington, D.C. USA Mark Haney Nancy, KY USA Manager, Las Vegas Livestock, LLC Farmer Director None President, American Federation Farmer Director None Director, Southern Life Insurance Co. Director, American Federation Director, American Ag Insurance Company Director, American Insurance Services, Inc. None None None None None None

12 Report Item 4: Insiders (1), (2), (3)(a)(b)(c), and (4)(a)(b)(c) (1) Name City, State, Country (2) Principal Occupation if other than with (3)(a) with Holding Company Form FR Y-6 FB BanCorp / Fiscal Year Ending December 31, 2016 (3)(b) with all direct and indirect (include names of (3)(c) with Other Businesses (include names of other businesses) Director, Capital Investment Corporation (4)(a) 4)(b) (includes names of (4)(c) List names of other companies (includes partnerships) if 25% or more of are held (List names of companies and percentage of held) Director, Pulaski County Farm Bureau Federation Partner, Haney s Appledale Farm President, Kentucky Federation President, Kentucky Development Corporation President, Kentucky Education Foundation

13 Report Item 4: Insiders (1), (2), (3)(a)(b)(c), and (4)(a)(b)(c) (1) Name City, State, Country (2) Principal Occupation if other than with (3)(a) with Holding Company Form FR Y-6 FB BanCorp / Fiscal Year Ending December 31, 2016 (3)(b) with all direct and indirect (include names of (3)(c) with Other Businesses (include names of other businesses) President, Kentucky Investment Corporation (4)(a) 4)(b) (includes names of (4)(c) List names of other companies (includes partnerships) if 25% or more of are held (List names of companies and percentage of held) President, Kentucky Management Corporation President, Kentucky Mutual Insurance Company President, The FB Insurance Company Secretary, Kentucky Insurance Agency, Inc. Secretary, Novusphere Holdings 1943 LLC

14 Report Item 4: Insiders (1), (2), (3)(a)(b)(c), and (4)(a)(b)(c) (1) Name City, State, Country (2) Principal Occupation if other than with (3)(a) with Holding Company Form FR Y-6 FB BanCorp / Fiscal Year Ending December 31, 2016 (3)(b) with all direct and indirect (include names of (3)(c) with Other Businesses (include names of other businesses) President, Farm Income Improvement Foundation (4)(a) 4)(b) (includes names of (4)(c) List names of other companies (includes partnerships) if 25% or more of are held (List names of companies and percentage of held) Craig Hill Milo, IA USA Director, Avizion LLC Director, Avizion Glass LLC Farmer Director None Owner, CAPA Hill Corp. Director & Chairman, FBL Financial Group, Inc. Director & Chairman, Farm Bureau Life Ins. Co. Director & Chairman, Greenfields Life Ins. Co. None None CAPA Hill Corporation 100%

15 Report Item 4: Insiders (1), (2), (3)(a)(b)(c), and (4)(a)(b)(c) (1) Name City, State, Country (2) Principal Occupation if other than with (3)(a) with Holding Company Form FR Y-6 FB BanCorp / Fiscal Year Ending December 31, 2016 (3)(b) with all direct and indirect (include names of (3)(c) with Other Businesses (include names of other businesses) Director & Chairman, FBL Financial Services, Inc. (4)(a) 4)(b) (includes names of (4)(c) List names of other companies (includes partnerships) if 25% or more of are held (List names of companies and percentage of held) Director, Farm Bureau Mutual Holding Co. Director, Farm Bureau Property & Casualty Ins. Co. Director, Western Agricultural Ins. Co. Member, FBL Insurance Brokerage, LLC President, Farm Bureau Management Corp. Director, American Federation

16 Report Item 4: Insiders (1), (2), (3)(a)(b)(c), and (4)(a)(b)(c) (1) Name City, State, Country (2) Principal Occupation if other than with (3)(a) with Holding Company Form FR Y-6 FB BanCorp / Fiscal Year Ending December 31, 2016 (3)(b) with all direct and indirect (include names of (3)(c) with Other Businesses (include names of other businesses) (4)(a) 4)(b) (includes names of (4)(c) List names of other companies (includes partnerships) if 25% or more of are held (List names of companies and percentage of held) President, Iowa Federation President, Iowa Foundation President, Farm Bureau Property Management, Inc. President, Iowa Wetland Mitigation Bank, Inc. Board of Trustees, Council for Agricultural Science and Technology (CAST) Board of Directors, Iowa Nutrient Research and

17 Report Item 4: Insiders (1), (2), (3)(a)(b)(c), and (4)(a)(b)(c) (1) Name City, State, Country (2) Principal Occupation if other than with (3)(a) with Holding Company Form FR Y-6 FB BanCorp / Fiscal Year Ending December 31, 2016 (3)(b) with all direct and indirect (include names of (3)(c) with Other Businesses (include names of other businesses) Education Council (INREC) (4)(a) 4)(b) (includes names of (4)(c) List names of other companies (includes partnerships) if 25% or more of are held (List names of companies and percentage of held) Advisory Board, Iowa State University Plant Science Institute (PSI) Iowa Alliance for Cooperative Business Development (IACBD) Executive Board, College of Ag & Life Sciences (CALS Advisory Council) Board of Directors, Cultivation Corridor Coordinating Committee, GROWMARK, Inc.

18 Report Item 4: Insiders (1), (2), (3)(a)(b)(c), and (4)(a)(b)(c) (1) Name City, State, Country Stephen Hirsch Chillicothe, OH USA (2) Principal Occupation if other than with (3)(a) with Holding Company Form FR Y-6 FB BanCorp / Fiscal Year Ending December 31, 2016 (3)(b) with all direct and indirect (include names of (3)(c) with Other Businesses (include names of other businesses) Farmer Director None Secretary/Treasurer, Hirsch Fruit Farm Inc. Partner, Generation Four, LLC President, Ohio Federation (4)(a) 4)(b) (includes names of (4)(c) List names of other companies (includes partnerships) if 25% or more of are held (List names of companies and percentage of held) None None 98% - Hirsch Fruit Farm, Inc. 25% - Generation Four, LLC John Hoblick Gainesville, FL USA Business Executive/Farmer President, Chillicothe Farmers Market Coop Vice Chairman None President, Hoblick Greens, Inc. President, Ferntrust, Inc. None None None President, Florida Federation President, Florida Enterprises, Inc.

19 Report Item 4: Insiders (1), (2), (3)(a)(b)(c), and (4)(a)(b)(c) (1) Name City, State, Country (2) Principal Occupation if other than with (3)(a) with Holding Company Form FR Y-6 FB BanCorp / Fiscal Year Ending December 31, 2016 (3)(b) with all direct and indirect (include names of (3)(c) with Other Businesses (include names of other businesses) (4)(a) 4)(b) (includes names of (4)(c) List names of other companies (includes partnerships) if 25% or more of are held (List names of companies and percentage of held) President, Florida Marketing Assoc., Inc. President, Florida Holding Corporation President, FFB Investment Corp. President, Agriculture Education Services and Technology, Inc. President, Center for Agriculture Education

20 Report Item 4: Insiders (1), (2), (3)(a)(b)(c), and (4)(a)(b)(c) (1) Name City, State, Country (2) Principal Occupation if other than with (3)(a) with Holding Company Form FR Y-6 FB BanCorp / Fiscal Year Ending December 31, 2016 (3)(b) with all direct and indirect (include names of (3)(c) with Other Businesses (include names of other businesses) President, Florida Scholarship (4)(a) 4)(b) (includes names of (4)(c) List names of other companies (includes partnerships) if 25% or more of are held (List names of companies and percentage of held) Chairman, Florida Political Action Committee Chairman, Florida Federation FEDPAC Director, American Federation Director, Southern Casualty Ins. Co. Director & Vice Chairman, Southern Life Ins. Co.

21 Report Item 4: Insiders (1), (2), (3)(a)(b)(c), and (4)(a)(b)(c) (1) Name City, State, Country (2) Principal Occupation if other than with (3)(a) with Holding Company Form FR Y-6 FB BanCorp / Fiscal Year Ending December 31, 2016 (3)(b) with all direct and indirect (include names of (3)(c) with Other Businesses (include names of other businesses) (4)(a) 4)(b) (includes names of (4)(c) List names of other companies (includes partnerships) if 25% or more of are held (List names of companies and percentage of held) James A. Holte Elk Mound, Wisconsin USA Director, American Agricultural Ins. Co. Farmer Director None Board Member, American Farm Bureau Federation President, Wisconsin. Farm Bureau Federation President, Rural Mutual Ins. Co. Board Member, FBL Life Ins. Co. Board Member, AAIC President, Wisconsin Farm Bureau Service Board Member, AFBIS None None Rivervale Farms LLC, 25% River Country Place LLC, 25%

22 Report Item 4: Insiders (1), (2), (3)(a)(b)(c), and (4)(a)(b)(c) (1) Name City, State, Country Randall Kron Evansville, IN USA (2) Principal Occupation if other than with (3)(a) with Holding Company Form FR Y-6 FB BanCorp / Fiscal Year Ending December 31, 2016 (3)(b) with all direct and indirect (include names of (3)(c) with Other Businesses (include names of other businesses) Farmer Director None President, Indian Inc. United Farm Family Life Ins. Co. United Farm Family Mutual Ins. Co. (4)(a) 4)(b) (includes names of None None None (4)(c) List names of other companies (includes partnerships) if 25% or more of are held (List names of companies and percentage of held) Mike LaPlant Ephrata, WA USA Gerald Long Bainbridge, GA USA UFB Casualty Ins. Co. Farmer Director None President, Washington Farm Bureau Service Co. Director, American Federation Farmer Director None President GFB Companies Director, American Federation None None President, MCL Farms, Ephrata, WA 50% None None None

23 AMENDED Report Item 4: Insiders (1), (2), (3)(a)(b)(c), and (4)(a)(b)(c) (1) Name City, State, Country (2) Principal Occupation if other than with (3)(a) with Holding Company Form FR Y-6 FB BanCorp / Fiscal Year Ending December 31, 2016 (3)(b) with all direct and indirect (include names of (3)(c) with Other Businesses (include names of other businesses) Director, Southern FB Life Ins. Company (4)(a) 4)(b) (includes names of (4)(c) List names of other companies (includes partnerships) if 25% or more of are held (List names of companies and percentage of held) Director, AAIC Stephen A. Osguthorpe Park City, Utah USA Harry L. Ott, Jr. St. Matthews, SC USA Director, GFB Foundation Rancher Director None Owner, Red Pine Land and Livestock Farmer Director None Director, Southern Property Ins. Co. Director, Arkansas Casualty Ins. Co. Director, Florida Casualty Ins. Co. Director, Florida General Ins. Co. None None None None None 100% Harry Ott Farm

24 Report Item 4: Insiders (1), (2), (3)(a)(b)(c), and (4)(a)(b)(c) (1) Name City, State, Country (2) Principal Occupation if other than with (3)(a) with Holding Company Form FR Y-6 FB BanCorp / Fiscal Year Ending December 31, 2016 (3)(b) with all direct and indirect (include names of (3)(c) with Other Businesses (include names of other businesses) (4)(a) 4)(b) (includes names of (4)(c) List names of other companies (includes partnerships) if 25% or more of are held (List names of companies and percentage of held) Director, Mississippi Farm Bureau Casualty Ins. Co. Director, Louisiana Casualty Ins. Co. Director, South Carolina Farm Bureau Ins. Co. Director, Southern Brokerage Co. Director, Florida Ins. Agency, Inc. Director, Rural Ins. Agency

25 Report Item 4: Insiders (1), (2), (3)(a)(b)(c), and (4)(a)(b)(c) (1) Name City, State, Country Paul Pinyan Montgomery, AL USA (2) Principal Occupation if other than with (3)(a) with Holding Company Form FR Y-6 FB BanCorp / Fiscal Year Ending December 31, 2016 (3)(b) with all direct and indirect (include names of (3)(c) with Other Businesses (include names of other businesses) Owner/Operator Harry Ott Farm Business Executive Director None Assistant Secretary/Treasurer Alfa Services, Inc. Secretary/Treasurer FarmPAC Secretary/Treasurer ELECT (4)(a) 4)(b) (includes names of None None None (4)(c) List names of other companies (includes partnerships) if 25% or more of are held (List names of companies and percentage of held) Kevin Rogers Mesa, AZ USA Assistant Secretary/Treasurer Creative Consultants, Inc. Farmer Director None Rogers Brothers Partnership Director, FBL Financial Group, Inc. Director, Farm Bureau Life Ins. Co. None None None

26 Report Item 4: Insiders (1), (2), (3)(a)(b)(c), and (4)(a)(b)(c) (1) Name City, State, Country (2) Principal Occupation if other than with (3)(a) with Holding Company Form FR Y-6 FB BanCorp / Fiscal Year Ending December 31, 2016 (3)(b) with all direct and indirect (include names of (3)(c) with Other Businesses (include names of other businesses) Director, Farm Bureau Mutual (4)(a) 4)(b) (includes names of (4)(c) List names of other companies (includes partnerships) if 25% or more of are held (List names of companies and percentage of held) Director, Farm Bureau Property & Casualty Ins. Co. Director, Farm Bureau Multi-State Services, Inc. Director, Western Agricultural Ins. Co. Director, Cotton Growers Director, National Livestock Show Board Member, Education Farming Company President, Arizona

27 Report Item 4: Insiders (1), (2), (3)(a)(b)(c), and (4)(a)(b)(c) (1) Name City, State, Country Bryan Searle Shelley, ID USA (2) Principal Occupation if other than with (3)(a) with Holding Company Form FR Y-6 FB BanCorp / Fiscal Year Ending December 31, 2016 (3)(b) with all direct and indirect (include names of (3)(c) with Other Businesses (include names of other businesses) Farmer Director None President, Idaho (4)(a) 4)(b) (includes names of None None None (4)(c) List names of other companies (includes partnerships) if 25% or more of are held (List names of companies and percentage of held) Donald Shawcroft Alamosa, CO USA Owner, Double S Farms LLC Rancher Director None John B. Shawcroft Ranches, LLP Director, American Agricultural Ins. Co. Director, American Insurance Services Director, American Federation Director, American Inc. Director, Southern Casualty Ins. Co. None None 31.54% - John B. Shawcroft Ranches, LLP

28 Report Item 4: Insiders (1), (2), (3)(a)(b)(c), and (4)(a)(b)(c) (1) Name City, State, Country (2) Principal Occupation if other than with (3)(a) with Holding Company Form FR Y-6 FB BanCorp / Fiscal Year Ending December 31, 2016 (3)(b) with all direct and indirect (include names of (3)(c) with Other Businesses (include names of other businesses) Director, Colorado (4)(a) 4)(b) (includes names of (4)(c) List names of other companies (includes partnerships) if 25% or more of are held (List names of companies and percentage of held) Director, Colorado Investment Co. Director, Colorado Foundation Director, Colorado Mutual Ins. Co. Director, Centennial Investment Company Director, Farm Bureau Insurance Agency of Colorado, Inc. Director, SL V Health

29 AMENDED Report Item 4: Insiders (1), (2), (3)(a)(b)(c), and (4)(a)(b)(c) (1) Name City, State, Country (2) Principal Occupation if other than with (3)(a) with Holding Company Form FR Y-6 FB BanCorp / Fiscal Year Ending December 31, 2016 (3)(b) with all direct and indirect (include names of (3)(c) with Other Businesses (include names of other businesses) Director, Colorado Choice Health Plans (4)(a) 4)(b) (includes names of (4)(c) List names of other companies (includes partnerships) if 25% or more of are held (List names of companies and percentage of held) J. Joseph Stroble Jackson, MS USA Retired Businessman Director, Mountain States Legal Foundation Director None Treasurer, The River Hills Club None None None

30 Scott VanderWal Volga, SD USA Randy Veach Manila, AR USA Farmer Director None Partner, Custom Truck Accessories, LLP Executive Officer, VanderWal Farms, Inc. Director, Farm Bureau Property and Casualty Ins. Co. Director, Farm Bureau Life Ins. Co. Director, FBL Financial Group Director, American Federation Director and President, South Dakota Farm Bureau Federation Director and Treasurer, U.S. Farmers and Ranchers Alliance Director, American Insurance Services Farmer Director None Owner, Randy Veach Farms None None Custom Truck Accessories, LLP 50% None None Randy Veach Farms Randy Veach, 50%; Thelma Veach, 50%

31 Report Item 4: Insiders (1), (2), (3)(a)(b)(c), and (4)(a)(b)(c) (1) Name City, State, Country (2) Principal Occupation if other than with (3)(a) with Holding Company Form FR Y-6 FB BanCorp / Fiscal Year Ending December 31, 2016 (3)(b) with all direct and indirect (include names of (3)(c) with Other Businesses (include names of other businesses) President, Arkansas Federation (4)(a) 4)(b) (includes names of (4)(c) List names of other companies (includes partnerships) if 25% or more of are held (List names of companies and percentage of held) President, Farm Bureau Mutual Ins. Co. of Arkansas, Inc. Director, American Federation Director, American Agricultural Ins. Co. Director, American Insurance Services Director, Southern Casualty Ins. Co. President & Chairman of the

32 AMENDED Report Item 4: Insiders (1), (2), (3)(a)(b)(c), and (4)(a)(b)(c) (1) Name City, State, Country David M. Winkles, Jr. West Columbia, SC USA (2) Principal Occupation if other than with (3)(a) with Holding Company Form FR Y-6 FB BanCorp / Fiscal Year Ending December 31, 2016 (3)(b) with all direct and indirect (include names of (3)(c) with Other Businesses (include names of other businesses) Board, Southern Life Ins. Co. Retired Farmer Director None Managing Partner, D. M. Winkles, LLC (4)(a) 4)(b) (includes names of (4)(c) List names of other companies (includes partnerships) if 25% or more of are held (List names of companies and percentage of held) None None 33% - D.M. Winkles, LLC Larry Wooten Raleigh, NC USA Farmer Director None President, NC Farm Bureau Federation President, NC Farm Bureau Mutual Insurance Co. Director, American Federation Director, American Ag Insurance Co. Director, American Insurance Services None None None

33 Report Item 4: Insiders (1), (2), (3)(a)(b)(c), and (4)(a)(b)(c) (1) Name City, State, Country (2) Principal Occupation if other than with (3)(a) with Holding Company Form FR Y-6 FB BanCorp / Fiscal Year Ending December 31, 2016 (3)(b) with all direct and indirect (include names of (3)(c) with Other Businesses (include names of other businesses) Director Southern Life Ins. Co. (4)(a) 4)(b) (includes names of (4)(c) List names of other companies (includes partnerships) if 25% or more of are held (List names of companies and percentage of held)

34 FB BanCorp and Consolidated Financial Statements and Supplementary Information December 31, 2016 and 2015

35 FB BanCorp and Table of Contents Consolidated Financial Statements Page Independent Auditor s Report 1 Consolidated Balance Sheets 3 Consolidated Statements of Income and Comprehensive Income 4 Consolidated Statements of Changes in Stockholders Equity 5 Consolidated Statements of Cash Flows 6 Notes to the Consolidated Financial Statements 7 Supplementary Information Independent Auditor s Report on Supplementary Information 34 Consolidating Balance Sheet 35 Consolidating Statement of Income 36

36 Independent Auditor s Report To the Board of Directors and Stockholders FB BanCorp Report on the Financial Statements We have audited the accompanying consolidated financial statements of FB BanCorp and, which comprise the consolidated balance sheet as of December 31, 2016; the related consolidated statements of income, changes in stockholders equity, and cash flows for the year then ended; and the related notes to the consolidated financial statements. Management s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of the consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditor s Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. 1

37 Opinion In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of FB BanCorp and as of December 31, 2016, and the results of their operations and their cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America. Other Matter The consolidated financial statements of FB BanCorp and as of and for the year ended December 31, 2015, were audited by other auditors, whose report dated February 24, 2016, expressed an unmodified opinion on those statements. San Antonio, Texas April 13,

38 FB BanCorp and Consolidated Balance Sheets December 31, 2016 and 2015 (Dollars in Thousands, Except Share Data) Cash and due from banks $ 2,098 $ 1,543 Federal funds sold Cash and cash equivalents 2,218 1,662 Interest-bearing deposits in banks 17,152 18,650 Equity investment 1,000 1,000 Securities to be held to maturity (fair value of $3,049 and $3,035 in 2016 and 2015, respectively) 3,019 3,011 Federal Home Loan Bank stock at cost Loans 788, ,491 Less allowance for loan losses (6,495) (6,125) Net loans 782, ,366 Bank premises and equipment net 5,244 5,301 Deferred tax asset 3,672 4,263 Accrued interest receivable 2,535 2,282 Other assets net 6,204 5,373 $ 823,768 $ 767,184 See notes to consolidated financial statements. Page 3

39 Liabilities Deposits: Demand $ 16,660 $ 12,801 NOW and money market 168, ,330 Time 537, ,435 Total deposits 723, ,566 Subordinated debt 6,380 6,380 Accrued interest payable Accrued pension benefit 2,267 2,329 Other liabilities 15,689 11,586 Total liabilities 747, ,190 Commitments and contingencies (notes 7, 10 and 12) Stockholders Equity Common stock: Class B, Series One $0.001 par value; 25,000,000 shares authorized; 3,175,194 and 3,022,195 shares issued and outstanding, respectively at December 31, 2016 and Class B, Series Two $0.001 par value; 25,000,000 shares authorized; 3,823,381 shares issued and outstanding at December 31, 2016 and Class B, Series Three $0.001 par value; 25,000,000 shares authorized; 715,308 shares issued and outstanding at December 31, 2016 and Preferred stock, 20,000,000 shares authorized: Redeemable preferred stock: Series A $0.001 par value; 250,000 shares authorized; 20,000 shares issued and outstanding; redemption and liquidation value of $200 thousand - - Perpetual preferred stock: Series B $.001 par value; 1,500,000 shares authorized; 875,000 and 500,000 shares issued and outstanding, respectively at December 31, 2016 and 2015; redemption and liquidation value of $8.75 million and $5 million, respectively 1 1 at December 31, 2016 and Series Z $0.001 par value; 12,000 shares authorized; 3,000 and 12,000 shares issued and outstanding, respectively at December 31, 2016 and 2015; redemption and liquidation value $3 million and $12 million, respectively - - at December 31, 2016 and 2015 Surplus 83,798 87,829 Accumulated deficit (7,872) (8,843) Total stockholders equity 75,934 78,994 $ 823,768 $ 767,184

40 FB BanCorp and Consolidated Statement of Income and Comprehensive Income Years Ended December 31, 2016 and 2015 (Dollars in Thousands) Interest and dividend income: Loans including fees $ 32,225 $ 28,982 Equity investment Securities to be held to maturity Interest-bearing deposits in banks Total interest income 32,388 29,094 Interest expense: Deposits: Savings and interest-bearing demand Time 6,447 4,616 Subordinated debt Total interest expense 7,365 5,548 Net interest income 25,023 23,546 Provision for loan losses 5,670 4,837 Net interest income after provision for loan losses 19,353 18,709 Other income: Service charges and net interchange fees 4,222 4,017 Other 4,536 3,311 Total other income 8,758 7,328 Other expenses: Salaries and employee benefits 13,376 12,175 Occupancy and equipment expenses 1,100 1,213 Processing and servicing fees 3,123 3,784 Marketing Professional fees 554 1,202 Other 6,790 5,775 Total other expenses 25,501 24,713 Income before income taxes 2,610 1,324 Income tax expense 1, Net income $ 1,518 $ 1,105 See notes to consolidated financial statements. Page 4

41 FB BanCorp and Consolidated Statements of Changes in Stockholders Equity Years Ended December 31, 2016 and 2015 (Dollars in Thousands, Except Share Data) Series One Class B Common Stock Series Two Series Three Par Par Par Shares Value Shares Value Shares Value Balance at December 31, ,774,056 $ 3 3,823,381 $ 3 715,308 $ 1 Net income year ended December 31, Issuance of preferred stock Issuance of common stock 248, Preferred stock dividend Balance at December 31, ,022, ,823, ,308 1 Net income year ended December 31, Issuance of common stock 152, Issuance of preferred stock Redemption of preferred stock Preferred stock dividend Balance at December 31, ,175,194 $ 3 3,823,381 $ 3 715,308 $ 1 See notes to consolidated financial statements. Page 5

42 Series A Preferred Stock Series B Series Z Par Par Par Accumulated Shares Value Shares Value Shares Value Surplus Deficit Total 20,000 $ ,000 $ - $ 80,935 $ (9,817) $ 71, ,105 1, , ,999-5, ,895-1, (131) (131) 20, , ,000-87,829 (8,843) 78, ,518 1, ,250-1, , ,719-3, (9,000) - (9,000) - (9,000) (547) (547) 20,000 $ - 875,000 $ 1 3,000 $ - $ 83,798 $ (7,872) $ 75,934

43 FB BanCorp and Consolidated Statements of Cash Flows Years Ended December 31, 2016 and 2015 (Dollars in Thousands) Cash Flows From Operating Activities Net income $ 1,518 $ 1,105 Adjustments to reconcile net income to net cash provided by operating activities: Deferred income tax expense 591 (19) Loss on disposal of bank premise and equipment 1 2 Proceeds from sale of loans 81,940 20,831 Gain on sale of loans (241) (146) Provision for loan losses 5,670 4,837 Depreciation Net accretion on securities (14) (14) Net change in: Accrued interest receivable and other assets (1,084) (2,705) Accruals and other liabilities 4,156 3,671 Net cash provided by operating activities 93,079 28,245 Cash Flows From Investing Activities Proceeds from paydowns of Held-to-maturity investment securities 6 9 Net change in Federal Home Loan Bank stock (30) (20) Net increase in loans (145,225) (97,550) Purchase of credit card loans - (458) Recoveries on loans previously charged off Capital expenditures (486) (687) Net cash used in investing activities (144,931) (97,998) Cash Flows From Financing Activities Net changes in: Interest-bearing deposits in banks 1,498 (152) Demand deposits 3,859 (298) NOW and money market deposits (3,728) (1,108) Time deposits 55,357 65,172 Issuance of preferred stock 3,719 5,000 Issuance of common stock 1,250 1,895 Redemption of preferred stock (9,000) - Payment of dividends on preferred stock (547) (131) Net cash provided by financing activities 52,408 70,378 Net increase in cash and cash equivalents Cash and cash equivalents at beginning of year 1,662 1,037 Cash and cash equivalents at end of year $ 2,218 $ 1,662 Schedules of Other Cash Flow Information Interest paid $ 7,250 $ 5,503 Taxes paid $ 501 $ 237 See notes to consolidated financial statements. Page 6

44 FB BanCorp and Notes to the Consolidated Financial Statements 1. Summary of Significant Accounting Policies General FB BanCorp was incorporated under the laws of the state of Nevada on March 9, The Farm Bureau Bank FSB (the Bank ) offers primarily retail banking services to members in 43 states. Products and services are offered through the mail, telephone, Internet, and referrals of Farm Bureau insurance companies and federations agents. The Bank offers credit card, installment, mortgage and equipment loans, and business lines of credit products, along with checking, money market, certificate of deposit ( CD ), negotiable order of withdrawal ( NOW ), and individual retirement account products. Consolidation The consolidated financial statements as of December 31, 2016 and 2015 include the accounts of FB BanCorp and its wholly owned subsidiaries, FB Financial Services Corporation and the Bank, and the Bank s subsidiary, Service Corporation ( FBSC ), and FBSC s subsidiary, Management Service Corporation ( FBMSC ) (collectively, the Company or FB BanCorp ). All significant intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses. New and Recently Issued Accounting Standards Accounting Standards Update ( ASU ) No , an amendment to ASU No , Revenue From Contracts With Customers - In August 2015, the Financial Accounting Standards Board (FASB) issued ASU No , an amendment to ASU No , Revenue Recognition Revenue from Contracts with Customers (Topic 606). This ASU provides guidance on when to recognize revenue from contracts with customers. The objective of this ASU is to eliminate diversity in practice related to this topic and to streamline and enhance revenue recognition requirements. The ASU defines five steps to recognize revenue including, identify the contract with a customer, identify the performance obligations in the contract, determine a transaction price, allocate the transaction price to the performance obligations and then recognize the revenue when or as the entity satisfies a performance obligation. This amended update is effective for annual reporting periods beginning after December 15, 2019, and the Company is currently assessing the potential impact to the consolidated financial statements. ASU No , Financial Instruments Recognition and Measurement of Financial Assets and Liabilities In January 2016, the FASB issued ASU No , Recognition and Measurement of Financial Assets and Financial Liabilities (Topic ). The ASU applies to all entities that hold financial assets or owe financial liabilities and represents the finalization of just one component of the FASB's broader financial instruments project. The most far-reaching ramification of the ASU is Page 7

45 FB BanCorp and Notes to the Consolidated Financial Statements 1. Summary of Significant Accounting Policies (Continued) the elimination of the available-for-sale classification for equity securities and a new requirement to carry those equity securities with readily determinable fair values at fair value through net income. Other notable changes brought about by the ASU involve: (a) applying a practicability exception from fair value accounting to equity securities that do not have a readily determinable fair value, (b) assessing the need for a valuation allowance related to an available-for-sale debt security, (c) applying the fair value option to liabilities and the treatment of changes in fair value attributable to instrument-specific credit risk and (d) adding disclosures and eliminating certain disclosures. This is effective for fiscal years beginning after December 15, 2018, and the Company is currently evaluating the effect the standard will have on the consolidated financial statements. ASU No , Financial Instruments Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments - In June 2016, the FASB issued ASU , Financial Instruments Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which creates a new credit impairment standard for financial instruments. The existing incurred loss model will be replaced with a current expected credit loss (CECL) model for both originated and acquired financial instruments carried at amortized cost and off-balance sheet credit exposures, including loans, loan commitments, held-to-maturity debt securities, financial guarantees, net investment in leases, and most receivables. Recognized amortized cost financial assets will be presented at the net amount expected to be collected through an allowance for credit losses. Expected credit losses on offbalance sheet credit exposures will be recognized through a liability. Expected credit losses on available-for-sale debt securities will also be recognized through an allowance; however, the allowance for an individual available-for-sale debt security will be limited to the amount by which fair value is below amortized cost. Unlike current guidance, which requires certain favorable changes in expected cash flows to be accreted into interest income, both favorable and unfavorable changes in expected credit losses (and therefore the allowance) will be recognized through credit loss expense as they occur. With the exception of purchased financial assets with a more than insignificant amount of credit deterioration since origination, for which the initial allowance will be added to the purchase price of the assets, the initial allowance on financial assets subject to the scope (whether originated or acquired) will be recognized through credit loss expense. Expanded disclosures will also be required. Transition will generally be on a modified retrospective basis, with certain prospective application transition provisions for securities for which other-thantemporary impairment had previously been recognized and for assets that had previously been accounted for in accordance with Subtopic , Receivables Loans and Debt Securities Acquired with Deteriorated Credit Quality. This ASU is effective for the Company in fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company is currently evaluating the impact of adopting this new guidance on the consolidated financial statements. Page 8

46 FB BanCorp and Notes to the Consolidated Financial Statements 1. Summary of Significant Accounting Policies (Continued) Interest-bearing Deposits in Banks Interest-bearing deposits in banks are carried at cost. Investment Securities Debt securities that management has the positive intent and ability to hold to maturity are classified as held to maturity and recorded at amortized cost. Securities not classified as held to maturity or trading, including equity securities with readily determinable fair values, are classified as available for sale and recorded at fair value, with unrealized gains and losses excluded from earnings and reported in other comprehensive income net of income taxes. During the years ended December 31, 2016 and 2015, the Company had no securities classified as trading securities or available for sale securities. Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities. Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method. Declines in the fair value of held-to-maturity and available-for-sale securities are evaluated to determine whether declines in fair value below their amortized cost are other than temporary. In estimating otherthan-temporary impairment losses on debt securities, management considers a number of factors, including, but not limited to, (1) the length of time and the extent to which the fair value has been less than the amortized cost; (2) the financial condition and near-term prospects of the issuer; (3) the current market conditions; and (4) the intent and ability of the Company to not sell the security or whether it is more likely than not the Company will be required to sell the security before its anticipated recovery. Restricted Investment Securities Restricted investment securities include Federal Home Loan Bank ( FHLB ) stock, which is carried at cost on the consolidated balance sheets. These equity securities are restricted, in that they can only be sold back to the respective institution or another member institution at par. Therefore, they are less liquid than other marketable equity securities. The Company views its investment in restricted stock as a long-term investment. Accordingly, when evaluating for impairment, the value is determined based on the ultimate recovery of the par value, rather than recognizing temporary declines in value. No other than temporary write-downs have been recorded on these securities. Equity Investment The Company s equity investment is in the Solomon Hess SBA Loan Fund, LLC (the Fund ). Because the Company owns less than 20% of the Fund and does not exercise significant influence over its operations, the investment has been recorded by the Company at its invested value in the accompanying financial statements Page 9

47 FB BanCorp and Notes to the Consolidated Financial Statements 1. Summary of Significant Accounting Policies (Continued) Loans The Company grants credit card, installment, mortgage, and commercial loans to customers. A substantial portion of the loan portfolio is represented by installment loans throughout the United States. The ability of the Company s debtors to honor their contracts is dependent upon the real estate and general economic conditions in the United States. The Company has lending policies and procedures in place to grant loans to borrowers only after a full evaluation of the credit history and repayment abilities of the borrower. Installment, commercial, and mortgage real estate loans are subject to underwriting standards that evaluate cash flow and fair value of the collateral. Commercial loans are underwritten after evaluating and understanding the borrower s ability to operate profitably. Such evaluations involve reviews of historical and cash flow projections and valuations of collateral provided by the borrower. Most commercial loans are secured by the assets being financed or other available business assets and frequently include a personal guarantee by the principal owners; however, some commercial loans may be made on an unsecured basis. The repayment of commercial loans is substantially dependent on the ability of borrowers to operate their businesses profitably and collect amounts due from their customers. Installment and credit card loans are originated after evaluation of the credit history and repayment ability of the borrower based on current personal income. The repayment of installment and credit card loans can be adversely affected by economic conditions and other factors that impact the borrower s income. Loans that management has the intent and ability to hold for the foreseeable future, or until maturity or payoff, are reported at their outstanding principal balance, adjusted for any charge-offs, the allowance for loan losses, and any deferred fees and costs. Interest income is accrued on the unpaid principal balance. Loan origination fees and costs are deferred and recognized over the life the contractual term of the loan for installment and commercial loans, and the estimated life of the loan account for credit card loans. A loan is considered delinquent when principal and/or interest amounts are not current, in accordance with the contractual loan agreement. The accrual of interest on installment, mortgage, and commercial loans is discontinued at the time the loan is 90 days delinquent. The accrual of interest on credit card loans is not discontinued, but is charged-off at the time the loan is 180 days delinquent. All interest accrued, but not collected, for installment loans that are placed on nonaccrual status or charged off is reversed against interest income. The interest on these loans is accounted for on the cash basis or cost recovery method, until qualifying for return to accrual status. Loans are returned to accrual status when all principal and interest amounts contractually due are brought current and future payments are reasonably assured. Page 10