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First Keystone Corporation

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Sector Financial Services
Industry Banks - Regional
Employees 206
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FY2017 Annual Report · First Keystone Corporation
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FI f S~
Keysto n e
Corporation

FINANCIAL HIGHLIGHTS

(Dollars in thousands, except per share data)  2017 

2016 

2015 

2014 

2013

SUMMARY OF OPERATIONS
Interest income 
Interest expense 
Net interest income 
Provision for loan losses 
Net investment securities gains 
Net income 

PER COMMON SHARE DATA
Net income 
Dividends 

BALANCE SHEET DATA
Total assets 
Total investment securities 
Net loans 
Total deposits 
Total stockholders' equity 

PERFORMANCE RATIOS
Return on average assets 
Return on average equity 
Dividend payout 
Average equity to average assets 

$32,268 
6,548 
25,720 
267 
938 
8,648 

$31,643 
5,282 
26,361 
2,083 
1,764 
9,472 

$ 31,711 
4,966 
26,745 
2,277 
2,131 
9,172 

$ 31,019 
4,452 
26,567 
433 
2,756 
10,211 

$ 30,961
4,954
26,007
1,372
2,900
10,273

$ 1.52 
1.08 

$ 1.68 
1.08 

$  1.64 
1.08 

$  1.84 
1.05 

$  1.87
1.04

$990,121 
350,218 
551,910 
778,146 
116,719 

$984,283 
379,641 
515,025 
725,982 
109,685 

$983,489 
385,267 
509,871 
720,598 
108,438 

$912,353 
348,722 
481,071 
661,562 
106,271 

$901,514
354,770
439,999
690,075
96,351

0.86% 
7.54% 
71.05% 
11.45% 

0.96% 
8.23% 
64.30% 
11.68% 

0.96% 
8.43% 
65.79% 
11.40% 

1.13% 
9.90°/a 
56.95% 
11.45% 

1.23%
10.12%
55.64%
12.10%

2017

DEPOSITS 

# OF NEW CORE ACCOUNTS

NEW CORE DEPOSITS

2016

3,907

2017

4,032

$21.746  $40,128

LOAN BREAKDOWN

DEPOSIT BREAKDOWN

n COMMERCIAL
n MORTGAGES

n HOME EQUITY 
n CONSUMER &OTHER 

CORE DEPOSITS (Checking, Savings &Money Markets)

TIME DEPOSITS (Certificates of Deposits)

73% 

27%  S zot~ ~

Dollars in thousands

INCOME STATEMENT IN GRAPHIC FORM

OTHER INCOME 

$6,~7~  16%

How we used our $38,439 in income:

PROVISIONS FOR LOAN LOSSES 

$267 ~ j

" ~o

COMPONENTS OF OTHER INCOME

OTHER 
NON-INTEREST 
INCOME 
ITEMS 

SERVICE CHARGES &FEES 

TRUST DEPARTMENTINCOME

ATM FEES &DEBIT CARD INCOME

Zo,~

$1,803

$880

2016

$1,786

$840

$1,304

$x,396

Dollars in thousands

TO OUR SHAREHOLDERS

Community Is In Our Name

At First Keystone Community Bank, we are dedicated to supporting healthy local communities. The center
pages of this year's Annual Report to Shareho/ders outlines the many ways in  whicl-i  we support the
communities where we live, work, and play. We contribute dollars, but more importantly, we contribute our
time and our energy, Whether educating schoo/ students, assisting military veterans, raising funds for the
YMCA, he/ping /oca/ economic development agencies or donating to the many charitable organizations in
our community, our goal is to improve the health and prosperity of the communities we serve. Our aim is to
be: First Keystone Community Bank .............the bank for your community.

Financial Highlights

During the fiscal year ended December 31, 2017, First Keystone Corporation had net income of $8,648,000
compared to income of $9,472,000 for the same period in 2016. Net income in 2017 was impacted negatively
by a compressed net interest margin, fewer net gains realized on sales of investment securities, and higher
non-interest expense. A lower provision for loan losses and a lower average tax rate affected net income
positively. Net income per share was $1.52 for 2017, while dividends per share were $1.08.

Interest income for 2017 was $32,268,000 as compared to $31,643,000 in 2016, a 2.0% increase. Interest
income rose as a result of higher average balances in loans and higher yields on the investment portfolio.
At year-end, total loans were $559,397,000, an increase of $37,015,000 or 7.1%. Loan growth was centered
in commercial real estate and commercial and industrial loans, while residential mortgage loans declined
slightly. We will continue to place emphasis on loan growth in 2018 as a primary driver of net interest
income. We have plans to open a loan production office in downtown Bethlehem, in the Lehigh Valley, as a
way to develop additional lending opportunities. We expect the lending office to open during the second
quarter of 2018.

Interest expense grew considerably in 2017 as compared to 2016. Interest expense related to deposits and
short-term borrowings increased as a result of the three increases in short-term interest rates by the Federal
Reserve Bank during 2017. At year-end 2017, total deposits stood at $778,146,000. That is a 7.2% increase,
or $52,164,000, as compared to year-end 2016. Non-interest bearing deposits grew by $11,101,000 or 10.1%.
In order to reduce our dependence on short-term borrowings and municipal deposits, both of which are
sensitive to rising interest rates, our focus will be to continue the growth of core deposits in 2018.

First Keystone added $267,000 to the allowance for loan losses in 2017. During the year, total charge-
offs were $333,000, or 0.06% of average loans. Recoveries totaled $196,000, putting net charge-offs at
$137,000 for the year. This is a strong performance indicator of the strength of the bank's asset quality in
the loan portfolio. While non-performing assets increased during 2017, total impaired loans were lower. A
strong credit culture has and will remain the clear objective of our underwriting process, even as we seek to
grow the loan portfolio in 2018.

Non-interest income, excluding net investment securities gains and gains from life insurance proceeds, a
non-GAAP measure, was $5,233,000 in 2017. This compares favorably to the $5,165,000 in 2016. Trust
department income, service charges and fees and ATM and debit card income all  were higher. Income
on bank owned life insurance and gains on sales of residential mortgages fell. We have several initiatives
underway to grow non-interest income in 2018, principally the addition of residential mortgage lending sales
personnel which is designed to grow both secondary-market mortgage and portfolio mortgage lending.

Non-interest expense increased by 5.8%, or $1,173,000, in 2017 as compared to 2016. Higher salaries and
employee benefits were primarily the result of the addition of sales positions in commercial and residential
lending, as well as a 19.4% increase in medical insurance for employees. Advertising and professional fees
were also higher in 2017.

Income tax expense was lower in 2017 as compared to 2016. During 2017 the corporation recorded $1,455,000
in income tax expense. The effective tax rate for the year was 14.4% as compared to 16.3% in 2016. Income
tax expense was lower due to an increase intax-exempt income from municipal investments in the securities
portfolio and an increase in tax credits from investments in low-income housing partnerships. The Tax Cuts
and Jobs Act of 2017 reduces the company's tax rate from 34% to 21%effective January 1, 2018. We expect
the effective tax rate of the bank to be lower in 2018 as compared to 2017.

At year-end 2017, total assets increased only slightly as compared to year-end 2016. Total assets were
$990,121,000 at December 31, 2017. While loans increased, as noted above, investment securities were lower
at the end of 2017, due to planned reductions in anticipation of loan growth in 2018.

As a result of the increase in deposits at December 31, 2017 as compared to 2016, short-term borrowings
were significantly lower. In addition, during 2017 the bank retired $10,000,000 in long-term borrowings.

As a result of increases in retained earnings, common stock and surplus, total stockholder's equity grew by
$7,034,000, an increase of 6.4%.

During 2017, we paid a dividend of $1.08 per share, the same as in 2016. Based upon the closing share price
on December 31, 2017 of $28.25, this produced a dividend yield of 3.8%.One hundred dollars invested in the
Corporation's stock on December 31, 2007, with dividends reinvested, would have been worth $283.42 as of
December 31, 2017.

The primary role of First Keystone Corporation is to provide a consistent and fair return to you, its owners.
By providing exceptional value to our customers we can ensure that fair return to our shareholders. By
supporting our employees, they deliver our products and services in a way that provides value. And, by
giving back, to strengthen and grow our communities, we get an excellent return on our investment.

u/

Matthew P. Prosseda
President &Chief Executive Officer

FIRST KEYSTONE PUTS COMMUNITY IN BANK

Partnering  with  our  customers  and
prioritizing  their  needs  is  one  of
the  foundations  of  First  Keystone
Community  Bank's  overall  business
philosophy. You could say it is one of our
keystones.

When the word `community' was added
to our title  in 2010, it  emphasized our
focus on providing traditional  banking
services and financial solutions in  our
local communities and neighborhoods.
"Community banks are important to the
economies of the places we serve," said
President and CEO Matthew P. Prosseda.
"Our competitive advantage that sets us
apart is that we are connected to the
local people and understand the needs
of the community. We think of them as
our partners."

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At First Keystone, community means more than sharing a zip code. This is evidenced by the wide
variety of groups and organizations that have benefited from collaborating with First Keystone, such
as the McBride Memorial and Hoyt Libraries; Berwick, Bloomsburg and Stroudsburg YMCAs; Central
Susquehanna Community Foundation and the Women's Giving Circle; Pocono Services for Families
and Children; Berwick Industrial  Development Association (BIDA); Columbia Montour Chamber of
Commerce; Columbia Alliance for Economic Growth, and the Children's Service Center of Wyoming
County.

The Bank also assembled a large "Relay for Life" team, participated in the "Walk to Defeat ALS," and
supported the "Warrior of the C~uarter" program at the Tobyhanna Army Depot, which honors military
veterans from all over Northeastern Pennsylvania. From local community groups like fire companies,
food pantries, animal shelters and little league teams, to more widely known entities such as United Way
and Salvation Army, First Keystone is first in line to lend a helping hand.

Another major element of First Keystone's dedication to its community partnerships centers on education
and fostering the next generation of business and community leaders. Members of the Bank's staff
visited local high schools throughout the 2017 school year to teach students about banking, touching on
topics such as checking and savings accounts, credit and debit cards, and managing debt. This initiative
reached over 1,500 students.

In addition to supporting Junior Achievement of
Northeastern PA, the Danville Child Development
Center,  and  the  "Newspapers  in  Education
Program,"  First  Keystone  annually  sponsors
four  students  to  attend  Pennsylvania  Free
Enterprise Week (PFEW), a residential summer
camp  that  teaches  high  school  juniors  and
seniors  to  understand  and  celebrate  private
enterprise and gets them excited about business,
entrepreneurship, and  career  opportunities  in
Pennsylvania.

In the spring of 2017, First Keystone's executive
staff  spent  many  hours  helping  Bloomsburg
University's team in the nationwide "Community
Bank  Case Study  Competition," facilitated  by
the Conference of State Bank Supervisors. The
competition, which was open to undergraduate
students in all fields of study, was an opportunity
for  students  to  gain  valuable  first-hand
knowledge of the banking industry, as well as the
opportunities and challenges facing community
banks in the 21st century. Bloomsburg University
was one of five finalists among the 33 institutions
that participated.

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pport  worth  causes 
FKCB employees also  su 
themselves. For example, "Denim Day" is held one 
Friday per month, with the proceeds donated to
various local programs. In addition to monetary
donations,  contributions  also  come from  the
dedication of time and service by our employees,
totaling more than 2,100 hours donated in 2017, with one FKCB employee alone volunteering more than
200 hours.

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"Since we obtain most of our core deposits locally and make the majority of our loans to local individuals
and businesses, taking care of the community in the places we live, work and play is very important to
all of us at First Keystone Community Bank," Prosseda said.

True to our mission — "Yesterday's traditions. Tomorrow's vision." —First Keystone Community Bank is
a leader in providing products and services that stress convenience and flexibility, such as bill payment,
mobile banking, remote deposit capture, online account opening, and our Keystone Rewards suite of
accounts featuring high-yield checking and savings accounts.

Experience, stability, and our team of professional bankers makes all  the difference.  By working
together, our mission and our passion is to help our customers reach their financial goals with a wide
range of personal and business banking solutions and expertise. We firmly believe that doing business
this way is essential for mutual success.

"OUR AIM IS TO BE: FIRST KEYSTONE COMMUNITY BANK ....
THE BANK FOR YOUR COMMUNITY."

(First
\Ke stone

COMMUNITY BANK

FIRST KEYSTONE CORPORATION BOARD OF DIRECTORS

DR. JOSEPH B. CONAHAN, JR.  ROBERT E. BULL

Ophthalmologist  Retired Attorney

Bull &Bull LLP

DAVID R. SARACINO  MATTHEW P. PROSSEDA

Retired Vice President &CFO  President &CEO

First Keystone Community Bank  First Keystone Community Bank

JOHN ARNDT  JOHN G. GERLACH

Owner  Retired President
Arndt Insurance Agency  First Keystone Community Bank,

Pocono Division

NANCY J. MARR  DON E. BOWER

Owner/President  President

Marr Development Companies  Don E. Bower, Inc.

ROBERT A. BULL  JEROME F. FABIAN

Chairman  Owner/President
Attorney  Tile Distributors of America, Inc.

Bull &Bull LLP

ROBERT A. BULL
Chairman

OFFICERS

JOHN ARNDT 
Vice Chairman 

MATTHEW P. PROSSEDA
President &Chief Executive Officer

DIANE C.A. ROSLER
Chief Financial Officer

DAVID R. SARACINO 
Secretary 

CHERYL L. WYNINGS  ELAINE A. WOODLAND

Assistant Secretary 

Treasurer

FIRST KEYSTONE COMMUNITY BANK OFFICERS*
ROBERT A. BULL 
Chairman of the Board 

DAVID R. SARACINO
Secretary

JOHN ARNDT 
Vice Chairman 

MATTHEW P. PROSSEDA
President
Chief Executive Officer

DIANE C.A. ROSLER
Senior Vice President
Chief Financial Officer &Cashier

JEFFREY T. WOZNIAK
Senior Vice President
Senior IT Manager &
Information Security Officer

VICE PRESIDENT
JODI L. ALLEY
Loan Operations Manager
LESA A. ANGELL
Retail Banking &Sales Manager
STACIA L. ARNAUD
Commercial Services Officer
ANTHONY P. CARTIGLIA
Commercial Services Officer
CARMELITA A. CLEAVER
Retail Operations Officer
EDGAR A. GOWER, JR.
Commercial Services Officer
BRENDA L. GRASLEY
Consumer Loan Manager
TINA M. GRAY
Community Office Manager
LEE A. HESS
Loan Workout Officer/
Security Officer
JUNE GEORGE
Consumer Loan Underwriter/
Processor
DONNA J. KEEPER
Training/Systems Support Manager
KEVIN KRIEGER
Compliance Officer
JONATHAN LITTLEWOOD
Commercial Services Officer
MARISOL LOPEZ
Regional Branch Administrator
EUGENE W. MORRISON
Commercial Services Officer
MICHAEL REIS
Commerical Services Officer
LEIGHTON B. WALSH
Mortgage Services Manager
LINDA K. YERGES
Human Resource Manager

COLUMBIA-MONTOUR
Michael E. Boone
Adam Bowman
Walter Deacon
Dan W. Hartman
Michael H. Kuziak

EXECUTIVE MANAGEMENT

ELAINE A. WOODLAND
Executive Vice President
Chief Operating Officer
Treasurer

BARBARA J. ROBBINS
Senior Vice President
Deposit Operations
Manager

J. RICHARD PRICE
Senior Vice President
Director of Wealth Management

VICE PRESIDENT
ROBERT A. YOUNG
Loan Review Officer

ASSISTANT VICE PRESIDENT
LAUREN DUANE
Business Deposit Specialist
ELIZABETH GOLL
Assistant Community Office Manager
LAURIE GRADY
Community Office Manager
REBECCA A. HOOPER
Trust Officer
KATHLEEN M. JARSKI
Community Office Manager
BRIAN M. KLINEFELTER
Credit Department Manager
LINDA M. MESHINSKI
Regional Branch Administrator
KIM R. MURREN
Community Office Manager
MARY E. PASCUCCI
Training Director
FRANCES I. SEWARD
Community Office Manager
KIMBERLY S. SHINER
Community Office Manager
SHERRI A. SITLER
Deposit Review Officer
NATALIE J. STACKHOUSE
Accounting Manager
CHERYL L. WYNINGS
Executive Administrative Assistant/
Assistant Secretary
CHRISTOPHER ZLOBIK
Assistant IT Manager

ADVISORY BOARDS

WYOMING VALLEY
Timothy Connolly
Daniel Fierman
Michael Jezewski
Steven Phillips
Edward H. Poggi, III
James V. Reino, Jr.

MATTHEW W. MENSINGER
Senior Vice President
Director of Lending

MARK J.MCDONALD
Senior Vice President
Chief Credit Officer

ASSISTANT CASHIER
SANDRA L. COLE
Community Office Manager
JOHN DOUGHERTY
Community Office Manager
JILLIAN GUENTHER
Fraud Analyst &BSA Officer
HERBERT HARMON, JR.
Facilities Manager
LILIANA HENRICKSON
Community Office Manager
JASON P. HOLLOWAY
Commercial Services Officer
AMANDA JARSKI
Credit Analyst
RACHEL JENNINGS
Post-Closing Document Specialist
STACY GORDNER
Accounting Department Analyst
STEVEN M. KOTCH
Collector
MICHELLE E. KOZAK
Marketing Manager
MARTIN B. LEANDRI
Financial Consultant
ANGELA MACKERT
Community Office Manager
KRISTI A. MCCLINTOCK
Commercial Loan Document Specialist
ASHLEY MILLOWAY
Mortgage Loan Consultant
BONNIE NEVEL
Trainer
LAURIE NUDO
Community Office Manager
KIMBERLY A. VOLKEL
Community Office Manager

'Officers as of December 31, 2017

POCONO COMMUNITY
Richard W. Berkowitz
Richard L. Price, Jr.
William E. Rinehart
Joel D. Rossi
Jacob E. Seip, Jr.

CORPORATE INFORMATION

THE CORPORATION

DIRECT DEPOSIT

First Keystone Corporation is a bank holding
company incorporated under the Pennsylvania
Business Corporation Laws. Its assets consist
primarily of the assets of its wholly-owned
subsidiary, First Keystone Community Bank.

First Keystone Community Bank serves
Columbia, Montour, Luzerne, and Monroe
Counties. The Bank engages in general banking
business and also provides fiduciary services.

CORPORATE HEADQUARTERS

First Keystone Corporation
111 West Front Street
Berwick, Pennsylvania 18603
Telephone: 570-752-3671
Fax: 570-752-4022

NOTICE OF ANNUAL MEETING

The 2018 Annual Meeting of Shareholders will
be held at 10:00 a.m., Eastern Daylight Time, on
Thursday, May 10, 2018 at:

McBride Memorial Library, Community Room
500 Market Street
Berwick, Pennsylvania 18603

ANNUAL REPORT ON FORM 10-K

The Annual Report on Form 10-K as filed with
the Securities and Exchange Commission may
be obtained, without charge, by writing to:

Cheryl Wynings
Investor Relations
P.O. Box 289
Berwick, PA 18603
Telephone: 1-888-759-2266, extension 1175
Locally: 570-752-3671, extension 1175

TRANSFER AGENT AND REGISTRAR

To change or transfer registration of your
stock, report a lost certificate, or other related
inquiries, please contact our transfer agent at:

Computershare
Regular Mail:
P.O. Box 505000
Louisville, KY 40233-5000
United States
Telephone: 1-800-368-5948
Website: computershare.com/investor

Overnight Delivery:
462 South 4th Street, Suite 1600
Louisville, KY 40202
United States

Shareholders may have their cash dividends
deposited directly into the account of their
choice at any banking institution, with no
charge. Additional information and enrollment
materials for direct deposit can be obtained by
calling 1-800-368-5948.

DIVIDEND REINVESTMENT

The Plan, open to residents of Pennsylvania,
provides the opportunity to have dividends
automatically reinvested into First Keystone
Corporation stock. Participants in the Plan
may also elect to make cash contributions to
purchase additional shares of common stock.
For information regarding the Plan, contact the
Plan Administrator at:

Computershare
P.O. Box 505000
Louisville, KY 40233-5000
Telephone: 1-800-368-5948

INVESTOR INFORMATION

Information regarding First Keystone
Corporation is available online at www.
firstkeystonecorporation.com. The website also
includes additional information of interest to
shareholders such as: historical stock prices,
dividend declarations, press releases and
governance documents.
Requests for information or assistance
regarding the corporation should be directed to
Shareholder Relations at

1-888-759-2266, extension 1175
Locally: 570-752-3671, extension 1175

STOCK LISTING

First Keystone Corporation common stock is
traded on OTC Pink under the symbol "FKYS".

STOCK PURCHASE INQUIRIES

The following brokerage firms make a market in
First Keystone Corporation common stock:

RBC Dain Rauscher, 800-223-4207
Janney Montgomery Scott LLC, 800-526-6397
Stifel Nicholaus & Co. Inc., 800-679-5446
Boenning &Scattergood, Inc., 800-883-1212

INDEPENDENT PUBLIC ACCOUNTANTS

Baker Tilly Virchow Krause, LLP
1000 Commerce Park Drive, Suite 430
Williamsport, PA 17701
United States
Telephone: 570-323-6023

OFFICE LOCATIONS

,;
LUZERNE ~a~~as

Kingston

Plymouthl:~.

COLUMBIA

Hanover`Mountain Top

1:Shickshinny

MO TOUR 

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MifflinvillE

~c Ir.
~1CY.N

~  Bloomsburg

~  Danville
`~1 K

MONROE

Mountainhomel:

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1:Swiftwater

Stroudsburg
1:~ i

Brodheadsville

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FIRST KEYSTONE COMMUNITY BANK

MAIN OFFICE 
111 West Front Street 
Berwick, PA 18603 
570-752-3671 

BRIAR CREEK OFFICE
50 Briar Creek Plaza
Berwick, PA 18603
570-802-0541

SCOTT TOWNSHIP OFFICE
2301 Columbia Boulevard
Bloomsburg, PA 17815
570-784-0354

KINGSTON OFFICE
299 Wyoming Avenue
Kingston, PA 18704
570-718-1110

DALLAS OFFICE
2325 Memorial Highway
Dallas, PA 18612
570-674-1030

SALEM TOWNSHIP OFFICE 
400 Fowler Avenue 
Berwick, PA 18603 
570-759-2628 

FREAS AVENUE OFFICE
701 Freas Avenue
Berwick, PA 18603
570-752-1244

NESCOPECK OFFICE
437 West Third Street
Nescopeck, PA 18635
570-759-2767

DANVILLE OFFICE
1049 Bloom Road
Danville, PA 17821
570-275-8000

MIFFLINVILLE OFFICE
133 West Third Street
Mifflinville, PA 18631
570-752-5750

HANOVER TOWNSHIP OFFICE
1540 Sans Souci Highway
Hanover Township, PA 18706
570-825-7352

MOUNTAIN TOP OFFICE
18 North Mountain Boulevard
Mountain Top, PA 18707
570-715-0720

PLYMOUTH OFFICE
463 West Main Street
Plymouth, PA 18651
570-719-1400

SHICKSHINNY OFFICE
107 South Main Street
Shickshinny, PA 18655
570-542-6060

STROUDSBURG OFFICE
559 Main Street
Stroudsburg, PA 18360
570-424-9700

MOUNTAINHOME OFFICE 
1154 Route 390 
Cresco, PA 18326 
570-595-9700 

SWIFTWATER OFFICE 
2070 Route 611 
Swiftwater, PA 18370 
570-839-7880 

BRODHEADSVILLE OFFICE
2022 Route 209
Brodheadsville, PA 18322
570-402-2008

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COMMUNITY BANK

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