Beneficial Bancorp 10-Q 29 Oct 15 2015 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2015	Oct. 29, 2015
Document and Entity Information
Entity Registrant Name	Beneficial Bancorp Inc.
Entity Central Index Key	1,615,418
Document Type	10-Q
Document Period End Date	Sep. 30, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		82,914,746
Document Fiscal Year Focus	2,015
Document Fiscal Period Focus	Q3

Condensed Consolidated Statemen

Condensed Consolidated Statements of Financial Condition - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
CASH AND CASH EQUIVALENTS:
Cash and due from banks	$ 48,675	$ 40,684
Overnight Investments	221,334	493,331
Total cash and cash equivalents	270,009	534,015
INVESTMENT SECURITIES:
Available-for-sale, at fair value (amortized cost of $667,377 and $748,858 at September 30, 2015 and December 31, 2014, respectively)	678,520	757,834
Held-to-maturity (estimated fair value of $729,720 and $731,589 at September 30, 2015 and December 31, 2014, respectively)	720,999	727,755
Federal Home Loan Bank stock, at cost	8,786	8,830
Total investment securities	1,408,305	1,494,419
LOANS:	2,756,346	2,421,745
Allowance for loan losses	(47,674)	(50,654)
Net loans	2,708,672	2,371,091
ACCRUED INTEREST RECEIVABLE	14,327	13,383
BANK PREMISES AND EQUIPMENT, Net	77,751	78,957
OTHER ASSETS:
Goodwill	121,973	121,973
Bank owned life insurance	65,001	63,349
Other intangibles	4,865	6,136
Other assets	57,261	68,199
Total other assets	249,100	259,657
TOTAL ASSETS	4,728,164	4,751,522
Deposits:
Non-interest bearing deposits	377,852	369,683
Interest-bearing deposits	2,975,514	3,510,026
Total deposits	3,353,366	3,879,709
Borrowed funds	190,401	190,388
Other liabilities	72,649	70,531
Total liabilities	$ 3,616,416	$ 4,140,628
COMMITMENTS AND CONTINGENCIES (Note 15)
STOCKHOLDERS' EQUITY:
Preferred Stock - $.01 par value; 100,000,000 shares authorized, None issued or outstanding as of September 30, 2015 and December 31, 2014, respectively
Common Stock - $.01 par value 500,000,000 shares authorized, 82,861,313 and 90,809,621 issued and 82,830,717 and 82,698,392 outstanding, as of September 30, 2015 and December 31, 2014, respectively	$ 829	$ 826
Additional paid-in capital	785,682	362,685
Unearned common stock held by employee savings and stock ownership plan	(32,631)	(14,306)
Retained earnings (partially restricted)	378,201	360,058
Accumulated other comprehensive loss	(19,984)	(22,663)
Treasury Stock at cost, 30,596 shares and 8,111,229 shares at September 30, 2015 and December 31, 2014, respectively	(349)	(75,706)
Total stockholders' equity	1,111,748	610,894
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 4,728,164	$ 4,751,522

Condensed Consolidated Stateme3

Condensed Consolidated Statements of Financial Condition (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Condensed Consolidated Statements of Financial Condition
Available-for-sale, amortized cost (in dollars)	$ 667,377	$ 748,858
Investment securities held-to-maturity, estimated fair value	$ 729,720	$ 731,589
Preferred Stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred Stock, shares authorized	100,000,000	100,000,000
Preferred Stock, shares issued	0	0
Preferred Stock, shares outstanding	0	0
Common Stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common Stock, shares authorized	500,000,000	500,000,000
Common Stock, shares issued	82,861,313	90,809,621
Common Stock, shares outstanding	82,830,717	82,698,392
Treasury Stock, shares	30,596	8,111,229

Condensed Consolidated Stateme4

Condensed Consolidated Statements of Income - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
INTEREST INCOME:
Interest and fees on loans	$ 28,344	$ 27,133	$ 82,805	$ 79,792
Interest on overnight investments	167	131	593	510
Interest and dividends on investment securities:
Taxable	7,105	7,098	22,231	22,629
Tax-exempt	334	604	1,226	1,925
Total interest income	35,950	34,966	106,855	104,856
Interest on deposits:
Interest bearing checking accounts	393	408	1,197	1,273
Money market and savings deposits	1,327	1,354	3,968	4,032
Time deposits	1,796	1,942	5,392	5,931
Total	3,516	3,704	10,557	11,236
Interest on borrowed funds	1,277	1,831	3,784	5,442
Total interest expense	4,793	5,535	14,341	16,678
Net interest income	31,157	29,431	92,514	88,178
Provision for loan losses		(1,550)	(3,600)	200
Net interest income after provision for loan losses	31,157	30,981	96,114	87,978
NON-INTEREST INCOME:
Insurance and advisory commission and fee income	1,687	1,761	5,159	5,452
Service charges and other income	3,984	3,330	12,916	11,034
Mortgage banking income	170	211	564	451
Net gain on sale of non-performing commercial loans HFS		1,583		1,583
Net (loss) gain on sale of investment securities	(5)	328	(14)	625
Total non-interest income	5,836	7,213	18,625	19,145
NON-INTEREST EXPENSE:
Salaries and employee benefits	15,673	15,271	47,010	45,064
Occupancy expense	2,137	2,267	7,146	8,321
Depreciation, amortization and maintenance	2,260	2,202	6,735	6,796
Marketing expense	841	727	3,304	2,348
Intangible amortization expense	473	468	1,406	1,402
FDIC insurance	555	723	1,615	2,312
Professional fees	837	1,009	3,689	3,398
Classified loan & other real estate owned related expense	77	398	1,168	1,368
Other	5,440	5,983	16,705	18,484
Total non-interest expense	28,293	29,048	88,778	89,493
Income before income taxes	8,700	9,146	25,961	17,630
Income tax expense	2,865	2,622	7,818	4,059
Net Income	$ 5,835	$ 6,524	$ 18,143	$ 13,571
EARNINGS PER SHARE - Basic (in dollars per share)	$ 0.07	$ 0.08	$ 0.23	$ 0.17
EARNINGS PER SHARE - Diluted (in dollars per share)	$ 0.07	$ 0.08	$ 0.23	$ 0.17
Average common shares outstanding - Basic (in shares)	78,544,306	80,151,399	78,458,062	80,900,002
Average common shares outstanding - Diluted (in shares)	79,334,149	80,852,469	79,163,078	81,574,370

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Condensed Consolidated Statements of Comprehensive Income
Net Income	$ 18,143	$ 13,571
Unrealized gains (losses) on securities:
Unrealized holding gains (losses) on available for sale securities arising during the period (net of deferred tax of $788 and $4,838 for the nine months ended September 30, 2015 and 2014, respectively)	1,363	8,328
Unrealized losses on available-for-sale securities transferred to held-to-maturity during the period (net of deferred tax of $1,990 for the nine months ended September 30, 2014)		(3,426)
Accretion of unrealized losses on available-for-sale securities transferred to held-to-maturity (net of deferred tax of $228 and $185 for the nine months ended September 30, 2015 and 2014, respectively)	394	319
Reclassification adjustment for net losses (gains) on available for sale securities included in net income (net of tax of $5 and $230 for the nine months ended September 30, 2015 and 2014, respectively)	9	(395)
Defined benefit pension plans:
Pension gains, other postretirement and postemployment benefit plan adjustments (net of tax of $688 and $397 for the nine months ended September 30, 2015 and 2014, respectively)	913	402
Total other comprehensive income (loss)	2,679	5,228
Comprehensive income (loss)	$ 20,822	$ 18,799

Condensed Consolidated Stateme6

Condensed Consolidated Statemend of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Condensed Consolidated Statements of Comprehensive Income
Unrealized holding (losses)gains on available-for-sale securities arising during the period, deferred tax	$ 788	$ 4,838
Unrealized losses on available-for-sale securities transferred to held-to-maturity during the period, deferred tax		1,990
Accretion of unrealized losses on available-for-sale securities transferred to held-to-maturity, deferred tax	228	185
Reclassification adjustment for net losses (gains) on available-for-sale securities included in net income, tax	5	230
Pension gains, other postretirement and postemployment benefit plan adjustments, tax	$ 688	$ 397

Condensed Consolidated Stateme7

Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands	Second-step conversion and stock offeringCommon Stock	Second-step conversion and stock offeringAdditional Paid In Capital	Second-step conversion and stock offeringCommon Stock held by KSOP	Second-step conversion and stock offeringTreasury Stock	Second-step conversion and stock offering	Common Stock	Additional Paid In Capital	Common Stock held by KSOP	Retained Earnings	Treasury Stock	Accumulated Other Comprehensive Loss	Total
BALANCE, beginning at Dec. 31, 2013											$ (21,354)
Increase (Decrease) in Stockholders' Equity
Net Income												$ 13,571
Net unrealized losses on AFS securities arising during the period (net of deferred tax of $788)												8,328
Accretion of unrealized losses on AFS securities transferred to HTM during the period (net of deferred tax of $228)											319	319
Reclassification adjustment for net losses on AFS securities included in net income (net of tax of $5)												(395)
Pension, other postretirement and postemployment benefit plan adjustments (net of tax of $688)												402
BALANCE, ending at Sep. 30, 2014											(16,126)
BALANCE, beginning at Dec. 31, 2014						$ 826	$ 362,685	$ (14,306)	$ 360,058	$ (75,706)	(22,663)	610,894
BALANCE, beginning (in shares) at Dec. 31, 2014						90,809,621
Increase (Decrease) in Stockholders' Equity
Net Income									18,143			18,143
KSOP shares committed to be released							598	1,828				2,426
Stock option expense							1,202					1,202
Restricted stock expense							967					967
Stock options exercised						$ 2	1,386					1,388
Stock options exercised (in shares)						148,640
Purchase of treasury stock										(349)		(349)
Net unrealized losses on AFS securities arising during the period (net of deferred tax of $788)											1,363	1,363
Accretion of unrealized losses on AFS securities transferred to HTM during the period (net of deferred tax of $228)											394	394
Reclassification adjustment for net losses on AFS securities included in net income (net of tax of $5)											9	9
Pension, other postretirement and postemployment benefit plan adjustments (net of tax of $688)											913	913
Issuance of common shares	$ 1	$ 494,550	$ (20,153)		$ 474,398
Issuance of common shares (in shares)	50,383,817
Retirement of MHC shares (in shares)	(50,367,473)
Conversion of existing shares at 1.0999 exchange ratio, net of fractional shares (in shares)	(2,063)
Treasury stock retired		$ (75,706)		$ 75,706
Treasury stock retired (in shares)	(8,111,229)
BALANCE, ending at Sep. 30, 2015						$ 829	$ 785,682	$ (32,631)	$ 378,201	$ (349)	$ (19,984)	$ 1,111,748
BALANCE, ending (in shares) at Sep. 30, 2015						82,861,313

Condensed Consolidated Stateme8

Condensed Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) $ in Thousands	Jan. 12, 2015shares	Sep. 30, 2015USD ($)shares	Sep. 30, 2014USD ($)
Net unrealized losses on AFS securities arising during the period, deferred tax		$ 788	$ 4,838
Unrealized losses on available-for-sale securities transferred to held-to-maturity during the period, deferred tax			1,990
Accretion of unrealized losses on available-for-sale securities transferred to held-to-maturity, deferred tax		228	185
Reclassification adjustment for net losses on AFS securities included in net income, tax		5	230
Pension, other post retirement and postemployment benefit plan adjustments, tax		$ 688	$ 397
Second-step conversion and stock offering
Issuance of common shares (in shares) | shares	50,383,817
Exchange ratio	1.0999	1.0999
Second-step conversion and stock offering | Bank's employee savings and stock ownership plan
Issuance of common shares (in shares) | shares	2,015,352	2,015,352
Exchange ratio		1.0999

Condensed Consolidated Stateme9

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
OPERATING ACTIVITIES:
Net Income	$ 18,143	$ 13,571
Adjustment to reconcile net income to net cash provided by operating activities:
Provision for loan losses	(3,600)	200
Depreciation and amortization	4,549	4,532
Intangible amortization	1,406	1,402
Net loss (gain) on sale of investments	14	(625)
Accretion of discount on investments	(382)	(300)
Amortization of premium on investments	4,580	4,460
Gain on sale of residential loans held for sale	(290)	(216)
Net gain on sale of non-performing commercial loans held for sale		(1,583)
Deferred income taxes		1,935
Net loss from disposition of premises and equipment	234	28
Gain on sale of fixed assets held for sale	(83)
Other real estate impairment	4	486
Net gain on sale of other real estate	(217)	(1,315)
Amortization of KSOP	2,426	1,742
Increase in bank owned life insurance	(1,652)	(972)
Stock based compensation	2,169	1,938
Origination of loans held for sale	(13,464)	(9,920)
Proceeds from sale of loans	15,038	33,065
Changes in assets and liabilities:
Accrued interest receivable	(944)	389
Accrued interest payable	(255)	(290)
Income taxes payable	6,861	4,023
Other liabilities	3,974	(2,106)
Other assets	(5,048)	1,572
Net cash provided by operating activities	33,463	52,016
INVESTING ACTIVITIES:
Loans originated or acquired	(823,701)	(513,933)
Principal repayment on loans	488,014	441,124
Purchases of investment securities available for sale	(11,985)	(30,985)
Proceeds from sales of investment securities available for sale		6,496
Proceeds from maturities, calls or repayments of investment securities available for sale	100,815	108,551
Purchases of investment securities held to maturity	(70,247)
Proceeds from maturities, calls or repayments of investment securities held to maturity	75,417	56,603
Net (purchases) sales of money market and mutual funds	(9,352)	4,701
Redemption (purchase) of Federal Home Loan Bank stock	44	1,811
Acquisition of Pye Karr Ambler & Co., Inc., net of cash acquired	(135)
Proceeds from sale other real estate owned	770	5,173
Purchases of premises and equipment	(3,906)	(11,857)
Proceeds from sale of premises and equipment	328	24
Cash used in other investing activities	(329)	(176)
Net cash (used in) provided by investing activities	(254,267)	67,532
FINANCING ACTIVITIES:
Increase in borrowed funds	11,000	12,000
Repayment of borrowed funds	(10,987)	(11,987)
Net decrease in checking, savings and demand accounts	(3,813)	(182,993)
Net decrease in time deposits	(40,441)	(33,849)
Proceeds from the exercise of stock options	1,388	2,453
Excess tax benefit related to stock based compensation awards		68
Purchase of treasury stock	(349)	(28,497)
Net cash used in financing activities	(43,202)	(242,805)
NET DECREASE IN CASH AND CASH EQUIVALENTS	(264,006)	(123,257)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	534,015	355,683
CASH AND CASH EQUIVALENTS, END OF YEAR	270,009	232,426
SUPPLEMENTAL DISCLOSURES OF CASH FLOW AND NON-CASH INFORMATION:
Cash payments for interest	14,596	16,968
Cash payments (refunds) for income taxes	969	(1,970)
Transfers of loans to other real estate owned	424	337
Transfers of securities at fair value from available for sale to held to maturity		$ 152,200
Issuance of common stock funded by stock subscriptions received prior to January 1, 2015, net of offering costs	$ 474,398

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2015
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles in the United States of America (“GAAP”) for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. These financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes thereto contained in the Annual Report on Form 10-K filed by Beneficial Bancorp, Inc. (the “Company” or “Beneficial”) with the U.S. Securities and Exchange Commission on February 26, 2015. The results for the three and nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2015 or any other period. Principles of Consolidation The unaudited interim condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Specifically, the financial statements include the accounts of Beneficial Bank (the “Bank”), the Company’s wholly owned subsidiary, and the Bank’s wholly owned subsidiaries. The Bank’s wholly owned subsidiaries are: (i) Beneficial Advisors, LLC, which offers wealth management services and non-deposit investment products, (ii) Neumann Corporation, a Delaware corporation formed to manage certain investments, (iii) Beneficial Insurance Services, LLC, which provides insurance services to individual and business customers and (iv) BSB Union Corporation, a leasing company. Additionally, the Company has subsidiaries that hold other real estate acquired in foreclosure or transferred from the real estate loan portfolio. All significant intercompany accounts and transactions have been eliminated. Management makes significant operating decisions based upon the analysis of the entire Company and financial performance is evaluated on a company-wide basis. Accordingly, the various financial services and products offered are included in one reportable operating segment: community banking as outlined under guidance in the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC” or “codification”) Topic 280 for Segment Reporting. Use of Estimates in the Preparation of Financial Statements These unaudited interim condensed consolidated financial statements are prepared in conformity with GAAP. The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Significant estimates include the allowance for loan losses, goodwill, other intangible assets, income taxes, postretirement benefits, and the fair value of investment securities. Actual results could differ from those estimates and assumptions.

NATURE OF OPERATIONS

NATURE OF OPERATIONS	9 Months Ended
	Sep. 30, 2015
NATURE OF OPERATIONS
NATURE OF OPERATIONS	NOTE 2 — NATURE OF OPERATIONS The Company is a Maryland corporation that was incorporated in August 2014 to be the successor to Beneficial Mutual Bancorp, Inc. (“Beneficial Mutual Bancorp”) upon completion of the second-step conversion of the Bank from the two-tier mutual holding company structure to the stock holding company structure. Beneficial Savings Bank MHC was the former mutual holding company for Beneficial Mutual Bancorp prior to completion of the second-step conversion. In conjunction with the second-step conversion, each of Beneficial Savings Bank MHC and Beneficial Mutual Bancorp ceased to exist. The second-step conversion was completed on January 12, 2015, at which time the Company sold, for gross proceeds of $503.8 million, a total of 50,383,817 shares of common stock at $10.00 per share, including 2,015,352 shares purchased by the Bank’s employee savings and stock ownership plan. As part of the second-step conversion, each of the existing 29,394,417 outstanding shares of Beneficial Mutual Bancorp common stock owned by persons other than Beneficial Savings Bank MHC was converted into 1.0999 of a share of Company common stock. As a result of the second-step conversion, all share information prior to January 12, 2015 has been subsequently revised to reflect the 1.0999 exchange ratio. The consolidated financial statements include the accounts of the Company, the Bank, a Pennsylvania chartered savings bank, and the Bank’s subsidiaries. Because the Bank’s second-step conversion was completed on January 12, 2015, all financial and other information before that date that is included in this Quarterly Report on Form 10-Q is derived from the consolidated financial statements of Beneficial Mutual Bancorp. The Company owns 100% of the issued and outstanding common stock of the Bank, a Pennsylvania chartered savings bank. The Bank offers a variety of consumer and commercial banking services to individuals, businesses, and nonprofit organizations through 56 offices throughout the Philadelphia and Southern New Jersey area. The Bank is supervised and regulated by the Pennsylvania Department of Banking and Securities and the Federal Deposit Insurance Corporation (the “FDIC”). The Company is regulated by the Board of Governors of the Federal Reserve System the Federal Reserve Board. The deposits of the Bank are insured up to the applicable legal limits by the Deposit Insurance Fund of the FDIC. On October 21, 2015, the Company entered into a Stock Purchase Agreement with Conestoga Bancorp, Inc. (“Conestoga”) and Conestoga Bank, pursuant to which (i) the Company will acquire Conestoga’s ownership interest in Conestoga Bank, and (ii) Conestoga Bank will be subsequently merged with and into Beneficial Bank. Pursuant to the terms of the Stock Purchase Agreement, the Company will acquire all of the outstanding shares of common stock of Conestoga Bank from Conestoga in exchange for a cash payment equal to 160% of the stated book value of Conestoga Bank’s outstanding common stock as of a date specified in the Stock Purchase Agreement, up to an aggregate purchase price not to exceed $105.0 million, excluding the effect of certain change-in-control and severance payments and transaction-related expenses incurred by Conestoga Bank in connection with the transaction, less goodwill and core deposit intangibles (the “Bank Tangible Book Value”). To the extent that the Bank Tangible Book Value exceeds $65.625 million, which would equate to a purchase price in excess of $105.0 million, the Stock Purchase Agreement provides that Conestoga Bank shall declare and pay a dividend to Conestoga on the effective date of the transaction for the amount of the Bank Tangible Book Value in excess of $65.625 million. Conestoga Bank is a locally-managed institution dedicated to providing high quality community banking and commercial lending services with locations in Philadelphia, Delaware, Montgomery, Bucks, Chester and Lehigh Counties. Conestoga Bank has approximately $712 million in assets, $506 million in loans and $530 million in deposits as of June 30, 2015 and serves its customers from fourteen locations. Conestoga Bank also provides equipment financing through its wholly owned subsidiary, Conestoga Equipment Finance and offers Small Business Administration loans to commercial customers. The closing is anticipated to occur during the first or second quarter of 2016, subject to the receipt of all required regulatory approvals and the satisfaction of other customary closing conditions.

CHANGES IN AND RECLASSIFICATION

CHANGES IN AND RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)	9 Months Ended
	Sep. 30, 2015
CHANGES IN AND RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
CHANGES IN AND RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)	NOTE 3 — CHANGES IN AND RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) The following tables present the changes in the balances of each component of accumulated other comprehensive income (“AOCI”) for the nine months ended September 30, 2015 and September 30, 2014. All amounts are presented net of tax. Net unrealized holding gains on available-for-sale Defined benefit (Dollars in thousands) securities pension plan items Total Beginning balance, January 1, 2015 $ $ ) $ ) Changes in other comprehensive loss before reclassifications: Unrealized holding gains on AFS securities — Accretion of unrealized losses on AFS securities transferred to HTM — Amount reclassified from accumulated other comprehensive loss Net current-period other comprehensive income Ending balance, September 30, 2015 $ $ ) $ ) Net unrealized holding gains on available-for-sale Defined benefit (Dollars in thousands) securities pension plan items Total Beginning balance, January 1, 2014 $ ) $ ) $ ) Changes in other comprehensive loss before reclassifications: Unrealized holding gains on AFS securities — Unrealized losses on AFS securities transferred to HTM ) — ) Accretion of unrealized losses on AFS securities transferred to HTM — Amount reclassified from accumulated other comprehensive loss ) Net current-period other comprehensive income Ending balance, September 30, 2014 $ ) $ ) $ ) The following tables present reclassifications out of AOCI by component for the nine months ended September 30, 2015 and September 30, 2014: For the Nine Months Ended September 30, 2015 (Dollars in thousands) Details about accumulated Amount reclassified Affected line item in other comprehensive loss from accumulated other the consolidated statements Components comprehensive loss of operations Unrealized gains and losses on available-for-sale securities $ Net loss on sale of investment securities ) Income tax benefit $ Net of tax Amortization of defined benefit pension items Prior service costs $ )(1) Other non-interest expense Net recognized actuarial losses (1) Other non-interest expense $ Total before tax ) Income tax benefit $ Net of tax (1) These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension cost. See Note 13 - Pension and Other Postretirement Benefits for additional details. For the Nine Months Ended September 30, 2014 (Dollars in thousands) Details about accumulated Amount reclassified Affected line item in other comprehensive loss from accumulated other the consolidated statements components comprehensive loss of operations Unrealized gains and losses on available-for-sale securities $ ) Net gain on sale of investment securities Income tax expense $ ) Net of tax Amortization of defined benefit pension items Transition obligation $ (1) Other non-interest expense Prior service costs )(1) Other non-interest expense Net recognized actuarial losses (1) Other non-interest expense $ Total before tax ) Income tax benefit $ Net of tax (1) These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension cost. See Note 13 - Pension and Other Postretirement Benefits for additional details.

EARNINGS PER SHARE

EARNINGS PER SHARE	9 Months Ended
	Sep. 30, 2015
EARNINGS PER SHARE
EARNINGS PER SHARE	NOTE 4 — EARNINGS PER SHARE The following table presents a calculation of basic and diluted earnings per share for the three and nine months ended September 30, 2015 and 2014. Earnings per share is computed by dividing net income available to common shareholders by the weighted average number of shares of common stock outstanding. The difference between common shares issued and basic average common shares outstanding, for purposes of calculating basic earnings per share, is a result of subtracting unallocated employee stock ownership plan (“ESOP”) shares and unvested restricted stock shares. See Note 14 for further discussion of stock grants. Three Months Ended September 30, Nine Months Ended September 30, (Dollars in thousands, except share and per share amounts) 2015 2014 2015 2014 Basic and diluted earnings per share: Net income $ $ $ $ Basic average common shares outstanding Effect of dilutive securities Dilutive average shares outstanding Net earnings per share Basic $ $ $ $ Diluted $ $ $ $ Anti-dilutive shares are common stock equivalents with weighted average exercise prices in excess of the weighted average market value for the periods presented. For the three and nine months ended September 30, 2015, there were 687 restricted stock grants and 863,172 outstanding options that were anti-dilutive and therefore excluded from the earnings per share calculation. For the three and nine months ended September 30, 2014, there were 734,183 outstanding options that were anti-dilutive and therefore excluded from the earnings per share calculation. As a result of the second-step conversion, the share and per share information for the 2014 periods have been adjusted to reflect the 1.0999 exchange ratio.

INVESTMENT SECURITIES

INVESTMENT SECURITIES	9 Months Ended
	Sep. 30, 2015
INVESTMENT SECURITIES.
INVESTMENT SECURITIES	NOTE 5 — INVESTMENT SECURITIES The amortized cost and estimated fair value of investments in debt and equity securities at September 30, 2015 and December 31, 2014 are as follows: September 30, 2015 Investment Securities Available-for-Sale Gross Gross Estimated Amortized Unrealized Unrealized Fair (Dollars in thousands) Cost Gains Losses Value U.S. Government Sponsored Enterprise (“GSE”) and Agency Notes $ $ $ — $ GNMA guaranteed mortgage certificates — GSE mortgage-backed securities GSE collateralized mortgage obligations Municipal bonds — Corporate securities — Money market and mutual funds — Total $ $ $ $ September 30, 2015 Investment Securities Held-to-Maturity Gross Gross Estimated Amortized Unrealized Unrealized Fair (Dollars in thousands) Cost Gains Losses Value GSE mortgage-backed securities $ $ $ $ GSE collateralized mortgage obligations Municipal bonds — Foreign bonds — Total $ $ $ $ December 31, 2014 Investment Securities Available-for-Sale Gross Gross Estimated Amortized Unrealized Unrealized Fair (Dollars in thousands) Cost Gains Losses Value U.S. Government Sponsored Enterprise (“GSE”) and Agency Notes $ $ $ — $ Ginnie Mae guaranteed mortgage certificates — GSE mortgage-backed securities Collateralized mortgage obligations Municipal bonds — Money market, mutual funds and certificates of deposit — Total $ $ $ $ December 31, 2014 Investment Securities Held-to-Maturity Gross Gross Estimated Amortized Unrealized Unrealized Fair (Dollars in thousands) Cost Gains Losses Value GSE mortgage-backed securities $ $ $ $ Collateralized mortgage obligations Municipal bonds — Foreign bonds — Total $ $ $ $ During the nine months ended September 30, 2015, the Bank sold $270 thousand of mutual funds that resulted in a loss of $14 thousand. The following tables provide information on the gross unrealized losses and fair market value of the Company’s investments with unrealized losses that are not deemed to be other than temporarily impaired, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at September 30, 2015 and December 31, 2014: At September 30, 2015 Less than 12 months 12 months or longer Total Unrealized Unrealized Unrealized (Dollars in thousands) Fair Value Losses Fair Value Losses Fair Value Losses Mortgage-backed securities $ $ $ $ $ $ Collateralized mortgage obligations Subtotal, debt securities $ $ $ $ $ $ Mutual Funds — — Total temporarily impaired securities $ $ $ $ $ $ At December 31, 2014 Less than 12 months 12 months or longer Total Unrealized Unrealized Unrealized (Dollars in thousands) Fair Value Losses Fair Value Losses Fair Value Losses Mortgage-backed securities $ $ $ $ $ $ Collateralized mortgage obligations Subtotal, debt securities $ $ $ $ $ $ Mutual Funds — — Total temporarily impaired securities $ $ $ $ $ $ Management evaluates securities for other-than-temporary impairment (“OTTI”) at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. The Company determines whether the unrealized losses are temporary in accordance with guidance under FASB ASC Topic 320 for Investments - Debt and Equity Securities. The evaluation is based upon factors such as the creditworthiness of the issuers/guarantors, the underlying collateral, if applicable, and the continuing performance of the securities. Management also evaluates other facts and circumstances that may be indicative of an OTTI condition. This includes, but is not limited to, an evaluation of the type of security, length of time and extent to which the fair value has been less than cost, and near-term prospects of the issuer. The likelihood of recovering the Company’s investment, whether the Company has the intent to sell the investment or that it is more likely than not that the Company will be required to sell the investment before recovery is also used to determine the nature of the decline in market value of the securities. The Company records the credit portion of OTTI through earnings based on the credit impairment estimates generally derived from cash flow analyses. The remaining unrealized loss, due to factors other than credit, is recorded in other comprehensive income (“OCI”). The Company had an unrealized loss of $1.3 million related to its GSE mortgage-backed securities as of September 30, 2015. Additionally, the Company had an unrealized loss of $258 thousand on GSE collateralized mortgage obligations and an unrealized loss of $35 thousand on mutual funds as of September 30, 2015. Mortgage-Backed Securities The Company’s investments that were in a loss position for greater than 12 months included GSE mortgage-backed securities with an unrealized loss of 0.4% as of September 30, 2015. The Company’s investments that were in a loss position for less than 12 months included GSE mortgage-backed securities with an unrealized loss of 0.4% as of September 30, 2015. The unrealized loss is due to current interest rate levels relative to the Company’s cost. Because the unrealized losses are due to current interest rate levels relative to the Company’s cost and not credit quality, and because the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell these investments before recovery of its amortized cost, which may be at maturity, the Company does not consider these investments to be other-than temporarily impaired at September 30, 2015. Collateralized Mortgage Obligations (CMOs) The Company’s investments that were in a loss position for greater than 12 months included GSE CMOs with an unrealized loss of 0.6% as of September 30, 2015. The Company’s investments that were in a loss position for less than 12 months included a GSE CMO with an unrealized loss of 0.6% as of September 30, 2015. The unrealized loss is due to current interest rate levels relative to the Company’s cost. Because the unrealized losses are due to current interest rate levels relative to the Company’s cost and not credit quality, and because the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell these investments before recovery of its amortized cost, which may be at maturity, the Company does not consider these investments to be other-than temporarily impaired at September 30, 2015. The following table sets forth the stated maturities of the investment securities at September 30, 2015 and December 31, 2014. Maturities for mortgage-backed securities are dependent upon the rate environment and prepayments of the underlying loans. For purposes of this table they are presented separately. September 30, 2015 December 31, 2014 Amortized Estimated Amortized Estimated (Dollars are in thousands) Cost Fair Value Cost Fair Value Available-for-sale: Due in one year or less $ $ $ $ Due after one year through five years Due after five years through ten years Due after ten years Mortgage-backed securities Money market and mutual funds Total $ $ $ $ Held-to-maturity: Due in one year or less $ $ $ $ Due after one year through five years Due after five years through ten years Due after ten years — — — — Mortgage-backed securities Total $ $ $ $ At September 30, 2015 and December 31, 2014, $89.1 million and $127.1 million, respectively, of securities were pledged to secure municipal deposits. At September 30, 2015 and December 31, 2014, the Company had $344 thousand and $317 thousand, respectively, of securities pledged as collateral on interest rate swaps. At September 30, 2015 and December 31, 2014, the Company held stock in the Federal Home Loan Bank (“FHLB”) of Pittsburgh totaling $8.8 million. The Company accounts for the stock based on guidance which requires that the investment be carried at cost and be evaluated for impairment based on the ultimate recoverability of the par value. The Company evaluated its holdings in FHLB stock at September 30, 2015 and believes its holdings in the stock are ultimately recoverable at par.

LOANS

LOANS	9 Months Ended
	Sep. 30, 2015
LOANS.
LOANS	NOTE 6 — LOANS Loans at September 30, 2015 and December 31, 2014 are summarized as follows: (Dollars in thousands) September 30, 2015 December 31, 2014 Commercial: Commercial real estate $ $ Commercial business loans Commercial construction Total commercial loans Residential: Residential real estate Residential construction Total residential loans Consumer loans: Home equity & lines of credit Personal Education Automobile Total consumer loans Total loans Allowance for losses ) ) Loans, net $ $ As of September 30, 2015, commercial real estate loans include $231.0 million of participations in portfolios of multi-family loans that were entered into during the first nine months of 2015. The Company also purchased $40.6 million of residential real estate loans during the nine months ended September 30, 2015. These loans all met the Company’s underwriting standards and are secured by real estate located within the Company’s market area. Included in the balance of residential loans are approximately $177 thousand and $1.5 million of loans held for sale at September 30, 2015 and December 31, 2014, respectively. These loans are carried at the lower of cost or estimated fair value, on an aggregate basis. Loans held for sale are loans originated by the Bank to be sold to a third party who is under contractual obligation to purchase the loans from the Bank. For the three and nine months ended September 30, 2015, the Bank sold residential mortgage loans with an unpaid principal balance of approximately $5.0 million and $14.7 million, respectively, and recorded mortgage banking income of approximately $170 thousand and $564 thousand, respectively. The Bank retained the related servicing rights for the loans that were sold to Fannie Mae and receives a 25 basis point servicing fee from the purchaser of the loans. Commercial business loans include shared national credits, which are participations in loans or loan commitments of at least $20.0 million that are shared by three or more banks. Included in the shared national credit portfolio are purchased participations and assignments in leveraged lending transactions. Leveraged lending transactions are generally used to support a merger- or acquisition-related transaction, to back a recapitalization of a company’s balance sheet or to refinance debt. When considering a participation in the leveraged lending market, the Company will participate only in first lien senior secured term loans that are highly rated (investment grade) by the rating agencies and that trade in active secondary markets. The Company actively monitors the secondary market for these types of loans to ensure that it maintains flexibility to sell such loans in the event of deteriorating credit quality. To further minimize risk and based on our current capital levels and loan portfolio, the Company has limited the total amount of leveraged loans to $150.0 million with no single obligor exceeding $15.0 million while maintaining single industry concentrations below 30% of the leveraged lending limit. The Company may reevaluate these limits in future periods. The shared national credit loans are typically variable rate with terms ranging from one to seven years. At September 30, 2015, shared national credits totaled $212.1 million, which included $115.3 million of leveraged lending transactions. All of these loans were classified as pass rated as of September 30, 2015 as all payments are current and the loans are performing in accordance with their contractual terms. Allowance for Loan Losses The allowance for loan losses is a valuation allowance for probable losses inherent in the loan portfolio. The Company evaluates the appropriateness of the allowance for loan losses balance on loans on a quarterly basis. When additional allowances are necessary, a provision for loan losses is charged to earnings and, when less allowances are necessary, a credit is taken. As of September 30, 2015, the Company’s methodology for assessing the appropriateness of the allowance for loan losses consists of: (1) a specific valuation allowance on identified problem loans; and (2) a general valuation allowance on the remainder of the loan portfolio. Prior to September 30, 2015, management had established an unallocated reserve that reflected the uncertainties in economic conditions and in identifying triggering events that directly correlated to subsequent loss rates, changes in appraised value of underlying collateral and other risk factors that had not yet manifested themselves in the loss allocation factors or historical loss experience as well as to reflected the margin of imprecision inherent in the underlying assumptions used in the methodology for estimating general losses in the portfolio. As of September 30, 2015, management believes the previously unallocated component of $477 thousand as of June 30, 2015 and $550 thousand as of December 31, 2014 were captured by the underlying assumptions used in the methodology including the nine interagency qualitative factors that were assessed to adjust the allowance based on the incremental risk drives not adequately reflected in the quantitative component of the allowance. The appropriate allowance level is estimated based upon factors and trends identified by the Company at the time the consolidated financial statements are prepared. Management continuously evaluates its allowance methodology. The Company charges-off the collateral or discounted cash flow deficiency on all loans at 90 days past due, except government guaranteed student loans, and all loans rated substandard or worse that are 90 days past due. As a result, no specific valuation allowance was maintained at September 30, 2015 or December 31, 2014. The summary activity in the allowance for loan losses for all portfolios for the nine months ended September 30, 2015 and 2014, and for the year ended December 31, 2014, is as follows: Nine Months Ended Year Ended September 30, December 31, (Dollars in thousands) 2015 2014 2014 Balance, beginning of year $ $ $ Provision for loan losses ) Charge-offs ) ) ) Recoveries Balance, end of period $ $ $ The following table sets forth the activity in the allowance for loan losses by portfolio for the nine months ended September 30, 2015 and the year ended December 31, 2014: COMMERCIAL RESIDENTIAL CONSUMER September 30, 2015 (Dollars in thousands) Real Estate Business Construction Real Estate Construction Home Equity & Equity Lines Personal Education Auto Unallocated Total Allowance for credit losses: Beginning balance $ $ $ $ $ — $ $ $ $ $ $ Charge-offs ) ) — ) — ) ) ) ) — ) Recoveries — — — Provision (credit) ) ) — ) ) ) ) ) Allowance ending balance $ $ $ $ $ — $ $ $ $ $ — $ Allowance ending balance Individually evaluated for impairment $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — Collectively evaluated for impairment — — Total Allowance $ $ $ $ $ — $ $ $ $ $ — $ Financing receivable: Ending balance Individually evaluated for impairment $ $ $ $ $ $ $ $ — $ — $ — $ Collectively evaluated for impairment — — Total Portfolio $ $ $ $ $ $ $ $ $ $ — $ COMMERCIAL RESIDENTIAL CONSUMER December 31, 2014 (Dollars in thousands) Real Estate Business Construction Real Estate Construction Home Equity & Equity Lines Personal Education Auto Unallocated Total Allowance for credit losses: Beginning balance $ $ $ $ $ — $ $ $ $ $ $ Charge-offs ) ) — ) — ) ) ) ) — ) Recoveries — — — Provision (credit) ) ) ) — ) ) — Allowance ending balance $ $ $ $ $ — $ $ $ $ $ $ Allowance ending balance Individually evaluated for impairment $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — Collectively evaluated for impairment — Total Allowance $ $ $ $ $ — $ $ $ $ $ $ Financing receivable: Ending balance Individually evaluated for impairment $ $ $ $ $ $ $ $ — $ — $ — $ Collectively evaluated for impairment — — Total Portfolio $ $ $ $ $ $ $ $ $ $ — $ The provision for loan losses charged to expense is based upon past loan loss experience and an evaluation of estimated losses in the current loan portfolio, including the evaluation of impaired loans under FASB ASC Topic 310 for Loans and Debt Securities. Under FASB ASC Topic 310 for Receivables, for all loan segments a loan is considered to be impaired when, based upon current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan. An insignificant delay or insignificant shortfall in amount of payments does not necessarily result in the loan being identified as impaired. When all or a portion of the loan is deemed uncollectible, the uncollectible portion is charged-off. The measurement is based either on the fair value of the collateral if the loan is collateral dependent, the liquidation value, or the present value of expected future cash flows discounted at the loan’s effective interest rate. Most of the Company’s commercial loans are collateral dependent and, therefore, the Company uses the value of the collateral to measure the loss. Any collateral or discounted cash flow deficiency for loans that are 90 days past due are charged-off. Impairment losses are included in the provision for loan losses. Large groups of homogeneous loans are collectively evaluated for impairment, except for those loans restructured under a troubled debt restructuring. Classified Loans The Bank’s credit review process includes a risk classification of all commercial and residential loans that includes pass, special mention, substandard and doubtful. The classification of a loan may change based on changes in the creditworthiness of the borrower. The description of the risk classifications are as follows: A loan is classified as pass when payments are current and it is performing under the original contractual terms. A loan is classified as special mention when the borrower exhibits potential credit weakness or a downward trend which, if not checked or corrected, will weaken the asset or inadequately protect the Bank’s position. While potentially weak, the borrower is currently marginally acceptable; no loss of principal or interest is envisioned. A loan is classified as substandard when the borrower has a well-defined weakness or weaknesses that jeopardize the orderly liquidation of the debt. A substandard loan is inadequately protected by the current net worth and paying capacity of the obligor, normal repayment from this borrower is in jeopardy, and there is a distinct possibility that a partial loss of interest and/or principal will occur if the deficiencies are not corrected. A loan is classified as doubtful when a borrower has all weaknesses inherent in a loan classified as substandard with the added provision that: (1) the weaknesses make collection of debt in full on the basis of currently existing facts, conditions and values highly questionable and improbable; (2) serious problems exist to the point where a partial loss of principal is likely; and (3) the possibility of loss is extremely high, but because of certain important, reasonably specific pending factors which may work to the advantage and strengthening of the assets, its classification as an estimated loss is deferred until its more exact status may be determined. Pending factors include proposed merger, acquisition, or liquidation procedures, capital injection, perfecting liens and additional refinancing plans. The Company charges-off the collateral or discounted cash flow deficiency on all loans classified as substandard or worse. In all cases, loans are placed on non-accrual when 90 days past due or earlier if collection of principal or interest is considered doubtful. The following tables set forth the amounts and percentage of the portfolio of classified asset categories for the commercial and residential loan portfolios at September 30, 2015 and December 31, 2014: Commercial and Residential Loans Credit Risk Internally Assigned (Dollars in thousands) September 30, 2015 Commercial Commercial Commercial Residential Residential Real Estate Business Construction Real Estate Construction Total Grade Pass $ % $ % $ % $ % $ % $ % Special Mention % % — — % — — % — — % % Substandard % % — % % % % Doubtful — — % — — % — — % — — % — — % — — % Total $ % $ % $ % $ % $ % $ % December 31, 2014 Commercial Commercial Commercial Residential Residential Real Estate Business Construction Real Estate Construction Total Grade Pass $ % $ % $ % $ % $ % $ % Special Mention % % — — % — — % — — % % Substandard % % % % % % Doubtful — — % — — % — — % — — % — — % — — % Total $ % $ % $ % $ % $ % $ % The Bank’s credit review process is based on payment history for all consumer loans. The collateral deficiency on consumer loans is charged-off when they become 90 days delinquent with the exception of education loans which are guaranteed by the U.S. government. The following tables set forth the consumer loan risk profile based on payment activity as of September 30, 2015 and December 31, 2014: Consumer Credit Exposure Credit Risk Profile Based on Payment Activity (Dollars in thousands) September 30, 2015 Home Equity & Lines of Credit Personal Education Auto Total Performing $ % $ % $ % $ % $ % Non-performing % — — % % — — % % Total $ % $ % $ % $ % $ % December 31, 2014 Home Equity & Lines of Credit Personal Education Auto Total Performing $ % $ % $ % $ % $ % Non-performing % — % % — — % % Total $ % $ % $ % $ % $ % Loan Delinquencies and Non-accrual Loans The Company monitors the past due and non-accrual status of loans in determining the loss classification, impairment status and the allowance for loan losses. Generally, all loans past due 90 days or more are put on non-accrual status. Education loans greater than 90 days delinquent continue to accrue interest as they are U.S. government guaranteed with little risk of credit loss. The following tables provide information about delinquent and non-accrual loans in the Company’s portfolio at the dates indicated: Aged Analysis of Past Due and Non-accrual Financing Receivables As of September 30, 2015 Recorded 30-59 60-89 > 90 Investment Days Days Days Total Total >90 Days Past Past Past Past Financing And Non- (Dollars in thousands) Due Due Due Due Current Receivables Accruing Accruing Commercial: Commercial real estate $ % $ — — % $ % $ % $ % $ % $ — $ % Commercial business loans % % % % % % — % Commercial construction — — % — — % — % — % % % — — % Total commercial $ % $ % $ % $ % $ % $ % $ — $ % Residential: Residential real estate $ % $ % $ % $ % $ % $ % $ — $ % Residential construction — — % — — % % — % — — % — % — % Total residential $ % $ % $ % $ % $ % $ % $ — $ % Consumer loans: Home equity & lines of credit $ % $ % $ % $ % $ % $ % $ — $ % Personal % — % — — % % % % — — — % Education % % % % % % — — % Automobile % % — — % % % % — — — % Total consumer $ % $ % $ % $ % $ % $ % $ $ % Total $ % $ % $ % $ % $ % $ % $ $ % Aged Analysis of Past Due and Non-accrual Financing Receivables As of December 31, 2014 Recorded 30-59 60-89 > 90 Investment Days Days Days Total Total >90 Days Past Past Past Past Financing And Non- (Dollars in thousands) Due Due Due Due Current Receivables Accruing Accruing Commercial: Commercial real estate $ % $ — — % $ % $ % $ % $ % $ — $ % Commercial business loans % — — % % % % % — % Commercial construction — — % — — % % % % % — % Total commercial $ % $ — — % $ % $ % $ % $ % $ — $ % Residential: Residential real estate $ % $ % $ % $ % $ % $ % $ — $ % Residential construction — — % — — % % — % — — % — % — % Total residential $ % $ % $ % $ % $ % $ % $ — $ % Consumer loans: Home equity & lines of credit $ % $ % $ % $ % $ % $ % $ — $ % Personal % % — — % % % % — % Education % % % % % % — — % Automobile % % — — % % % % — — — % Total consumer $ % $ % $ % $ % $ % $ % $ $ % Total $ % $ % $ % $ % $ % $ % $ $ % Troubled Debt Restructured Loans The Bank determines whether a restructuring of debt constitutes a troubled debt restructuring (“TDR”) in accordance with guidance under FASB ASC Topic 310 Receivables. The Bank considers a loan a TDR when the borrower is experiencing financial difficulty and the Bank grants a concession that it would not otherwise consider but for the borrower’s financial difficulties. A TDR includes a modification of debt terms or assets received in satisfaction of the debt (including a foreclosure or a deed in lieu of foreclosure) or a combination of types. The Bank evaluates selective criteria to determine if a borrower is experiencing financial difficulty, including the ability of the borrower to obtain funds from sources other than the Bank at market rates. The Bank considers all TDR loans as impaired loans and, generally, they are put on non-accrual status. The Bank will not consider the loan a TDR if the loan modification was made for customer retention purposes and the modification reflects prevailing market conditions. The Bank’s policy for returning a loan to accruing status requires the preparation of a well-documented credit evaluation, which includes the following: · A review of the borrower’s current financial condition in which the borrower must demonstrate sufficient cash flow to support the repayment of all principal and interest including any amounts previously charged-off; · An updated appraisal or home valuation, which must demonstrate sufficient collateral value to support the debt; · Sustained performance based on the restructured terms for at least six consecutive months; and · Approval by the Special Assets Committee, which consists of the Chief Credit Officer, the Chief Financial Officer and other members of senior management. The following table summarizes loans whose terms were modified in a manner that met the definition of a TDR as of September 30, 2015 and 2014. The Company had one accruing TDR in the amount of $150 thousand that was modified during the nine months ended September 30, 2015. September 30, September 30, 2015 2014 (Dollars in thousands) No. of Loans Balance No. of Loans Balance Commercial: Commercial real estate — $ — $ Commercial business loans — — — — Commercial construction — — — — Total commercial — — Residential: Residential real estate Residential construction — — — — Total real estate loans Consumer loans: Home equity & lines of credit Automobile — — Total consumer loans Total loans $ $ The following tables summarize information about TDRs as of and for the nine months ended September 30, 2015 and 2014: For the Nine Months Ended September 30, 2015 (Dollars in thousands, except number of loans) No. of Loans Balance Loans modified during the period in a manner that met the definition of a TDR $ Modifications granted: Reduction of outstanding principal due — — Deferral of principal amounts due Temporary reduction in interest rate Deferral of interest due — — Below market interest rate granted — — Outstanding principal balance immediately before modification Outstanding principal balance immediately after modification Aggregate principal charge-off recognized on TDRs outstanding at period end since origination — — Outstanding principal balance at period end TDRs that re-defaulted subsequent to being modified (in the past twelve months) — — For the Nine Months Ended September 30, 2014 (Dollars in thousands, except number of loans) No. of Loans Balance Loans modified during the period in a manner that met the definition of a TDR — $ — Modifications granted: Reduction of outstanding principal due — — Deferral of principal amounts due — — Temporary reduction in interest rate — — Deferral of interest due — — Below market interest rate granted — — Outstanding principal balance immediately before modification — — Outstanding principal balance immediately after modification — — Aggregate principal charge-off recognized on TDRs outstanding at period end since origination Outstanding principal balance at period end TDRs that re-defaulted subsequent to being modified (in the past twelve months) Impaired Loans Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired. Once a loan is identified as individually impaired, management measures the extent of the impairment in accordance with guidance under FASB ASC Topic 310 for Receivables. The fair value of impaired loans is estimated using one of several methods, including collateral value, liquidation value or discounted cash flows. However, collateral value is predominantly used to assess the fair value of an impaired loan. Those impaired loans not requiring an allowance represent loans for which the fair value of the collateral or expected repayments exceed the recorded investments in such loans. Components of Impaired Loans Impaired Loans Year to date September 30, 2015 (Dollars in thousands) Recorded Investment Unpaid Principal Balance Related Allowance Average Recorded Investment Interest Income Recognized Interest Income Recognized Using Cash Basis Impaired loans with no related specific allowance recorded: Commercial Real Estate $ $ $ — $ $ — $ — Commercial Business — — — Commercial Construction — — — Residential Real Estate — — — Residential Construction — — — Home Equity and Lines of Credit — — — Personal — — — — — Education — — — — — — Auto — — — — — Total Impaired Loans: $ $ $ — $ $ — $ — Commercial $ $ $ — $ $ — $ — Residential — — — Consumer — — — Total $ $ $ — $ $ — $ — The impaired loans table above includes a $150 thousand accruing TDR that was modified during the nine months ended September 30, 2015 and is performing in accordance with its modified terms. Impaired Loans For the Year Ended December 31, 2014 (Dollars in thousands) Recorded Investment Unpaid Principal Balance Related Allowance Average Recorded Investment Interest Income Recognized Interest Income Recognized Using Cash Basis Impaired loans with no related specific allowance recorded: Commercial Real Estate $ $ $ — $ $ — $ — Commercial Business — — — Commercial Construction — — — Residential Real Estate — — — Residential Construction — — — Home Equity and Lines of Credit — — — Personal — — — Education — — — — — — Auto — — — — — Total Impaired Loans: $ $ $ — $ $ — $ — Commercial $ $ $ — $ — — Residential — — — Consumer — — — Total $ $ $ — $ $ — $ — The impaired loans table above includes $2.5 million of accruing TDRs that were modified during 2014 and are performing in accordance with their modified terms. The Company charged-off the collateral or discounted cash flow deficiency on all impaired loans and, as a result, no specific valuation allowance was required for any impaired loans at September 30, 2015. Interest income that would have been recorded for the nine months ended September 30, 2015, had impaired loans been current according to their original terms, amounted to $582 thousand. Non-performing loans (which include non-accrual loans and loans past due 90 days or more and still accruing) at September 30, 2015 and December 31, 2014 amounted to $37.7 million and $39.9 million, respectively, and included $25.1 million and $25.3 million, respectively, of government guaranteed student loans .

GOODWILL AND OTHER INTANGIBLES

GOODWILL AND OTHER INTANGIBLES	9 Months Ended
	Sep. 30, 2015
GOODWILL AND OTHER INTANGIBLES
GOODWILL AND OTHER INTANGIBLES	NOTE 7 — GOODWILL AND OTHER INTANGIBLES The goodwill and other intangible assets arising from acquisitions accounted for in accordance with the accounting guidance in FASB ASC Topic 350 for Intangibles - Goodwill and Other. As of September 30, 2015, the other intangibles consisted of $2.8 million of core deposit intangibles, which are amortized over an estimated useful life of ten years and $2.1 million of customer list intangibles, which are amortized over a estimated remaining life of between four and six years. Goodwill and other intangibles at September 30, 2015 are summarized below. (Dollars in thousands) Goodwill Intangibles Balance at January 1, 2015 $ $ Additions — Amortization — ) Balance at September 30, 2015 $ $ On August 3, 2015, Beneficial Insurance Services, a wholly owned subsidiary of Beneficial Bank, acquired Pye Karr Ambler & Co., Inc., a small insurance brokerage firm located in Jenkintown, Pennsylvania. As a result of this merger, a customer list intangible of $135 thousand was recorded and will be amortized over 4 years. During 2014, management reviewed qualitative factors for the Bank unit including financial performance, market changes and general economic conditions and noted there was not a significant change in any of these factors as compared to 2013. Accordingly, it was determined that it was more likely than not that the fair value of each reporting unit continued to be in excess of its carrying amount as of December 31, 2014. As it relates to Beneficial Insurance Services, LLC, the Company performed an impairment test which estimates the fair value of equity using discounted cash flow analyses as well as guideline company and guideline transaction information. The inputs and assumptions are incorporated in the valuations including projections of future cash flows, discount rates, the fair value of tangible and intangible assets and liabilities, and applicable valuation multiples based on the guideline information. Based on the Company’s latest annual impairment assessment of Beneficial Insurance Services, LLC, management believes that the fair value is in excess of the carrying amount. As a result, management concluded that there was no impairment of goodwill during the year ended December 31, 2014. During the nine months ended September 30, 2015, the Company noted no indicators of impairment as it relates to goodwill or other intangibles.

OTHER ASSETS

OTHER ASSETS	9 Months Ended
	Sep. 30, 2015
OTHER ASSETS.
OTHER ASSETS	NOTE 8 — OTHER ASSETS The following table provides selected information on other assets at September 30, 2015 and December 31, 2014: September 30, December 31, (Dollars in thousands) 2015 2014 Investments in affordable housing and other partnerships $ $ Net deferred tax assets Other real estate Fixed assets held for sale Mortgage servicing rights Prepaid and other assets Total other assets $ $ The Company follows the authoritative guidance under ASC 860-50 - Servicing Assets and Liabilities to account for its mortgage servicing rights (“MSRs”). The Company utilizes the fair value measurement method to value its existing mortgage servicing assets at fair value in accordance with ASC 860-50. Under the fair value measurement method, the Company measures its MSRs at fair value at each reporting date and reports changes in the fair value of its MSRs in earnings in the period in which the changes occur. See Note 18 for further discussion of MSRs.

DEPOSITS

DEPOSITS	9 Months Ended
	Sep. 30, 2015
DEPOSITS
DEPOSITS	NOTE 9 — DEPOSITS Deposits consisted of the following major classifications at September 30, 2015 and December 31, 2014: September 30, % of Total December 31, % of Total (Dollars in thousands) 2015 Deposits 2014 Deposits Non-interest bearing deposits $ % $ % Interest-earning checking accounts % % Stock subscription proceeds deposited in interest bearing account (1) — — % % Municipal checking accounts % % Money market accounts % % Savings accounts % % Certificates of deposit % % Total deposits $ % $ % (1) Additional stock subscription proceeds of $19.1 million were held in escrow in various deposit accounts at December 31, 2014.

BORROWED FUNDS

BORROWED FUNDS	9 Months Ended
	Sep. 30, 2015
BORROWED FUNDS
BORROWED FUNDS	NOTE 10 — BORROWED FUNDS Borrowed funds at September 30, 2015 and December 31, 2014 are summarized as follows: (Dollars in thousands) September 30, 2015 December 31, 2014 FHLB advances $ $ Statutory trust debenture Total borrowed funds $ $ The Company pledges loans to secure its borrowings at the Federal Reserve Bank of Philadelphia. At September 30, 2015 and December 31, 2014, loans in the amount of $240.5 million and $237.8 million, respectively, were pledged to secure the Company’s borrowing capacity at the Federal Reserve Bank of Philadelphia.

REGULATORY CAPITAL REQUIREMENTS

REGULATORY CAPITAL REQUIREMENTS	9 Months Ended
	Sep. 30, 2015
REGULATORY CAPITAL REQUIREMENTS
REGULATORY CAPITAL REQUIREMENTS	NOTE 11 — REGULATORY CAPITAL REQUIREMENTS The Bank is subject to various regulatory capital requirements administered by state and federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. The Dodd-Frank Act required the Federal Reserve Board to promulgate consolidated capital requirements for depository institution holding companies that are no less stringent, both quantitatively and in terms of components of capital, than those applicable to institutions themselves. In early July 2013, the Federal Reserve Board and the Office of the Comptroller of the Currency approved revisions to their capital adequacy guidelines and prompt corrective action rules that implement the revised standards of the Basel Committee on Banking Supervision, commonly called Basel III, and address relevant provisions of the Dodd-Frank Act. “Basel III” refers to two consultative documents released by the Basel Committee on Banking Supervision in December 2009, the rules text released in December 2010, and loss absorbency rules issued in January 2011, which include significant changes to bank capital, leverage and liquidity requirements. In July 2013, the Federal Deposit Insurance Corporation and the Federal Reserve Board approved a new rule that substantially amended the regulatory risk-based capital rules applicable to Beneficial Bank and Beneficial Bancorp. The final rule implements the “Basel III” regulatory capital reforms and changes required by the Dodd-Frank Act. The rules include new risk-based capital and leverage ratios, which became effective on January 1, 2015, and revised the definition of what constitutes “capital” for purposes of calculating those ratios. The new minimum capital level requirements applicable to the Company and the Bank are: (1) a new common equity Tier 1 capital ratio of 4.5%; (2) a Tier 1 capital ratio of 6% (increased from 4%); (3) a total capital ratio of 8% (unchanged from current rules); and (4) a Tier 1 leverage ratio of 4% for all institutions. The rules also establish a “capital conservation buffer” of 2.5% above the new regulatory minimum capital requirements, which must consist entirely of common equity Tier 1 capital and would result in the following minimum ratios: (1) a common equity Tier 1 capital ratio of 7.0%, (2) a Tier 1 capital ratio of 8.5%, and (3) a total capital ratio of 10.5%. The new capital conservation buffer requirement will be phased in beginning in January 2016 at 0.625% of risk-weighted assets and would increase by that amount each year until fully implemented in January 2019. An institution is also subject to limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses if its capital level falls below the buffer amount. These limitations establish a maximum percentage of eligible retained income that could be utilized for such actions. As of September 30, 2015, the Company’s and the Bank’s current capital levels exceed the required capital amounts to be considered “well capitalized” and we believe they also meet the fully-phased in minimum capital requirements, including the related capital conservation buffers, as required by the Basel III capital rules. The following table summarizes the Company’s compliance with applicable regulatory capital requirements as of September 30, 2015: To Be Well Capitalized For Capital Under Prompt Corrective Actual Adequacy Purposes Action Provisions (Dollars in thousands) Capital Amount Ratio Capital Amount Ratio Capital Amount Ratio As of September 30, 2015: Tier 1 Leverage (to average assets) $ % $ % $ % Common Equity Tier 1 Capital (to risk weighted assets) % % % Tier 1 Capital (to risk weighted assets) % % % Total Capital (to risk weighted assets) % % % The following table summarizes the Bank’s compliance with applicable regulatory capital requirements as of September 30, 2015 and December 31, 2014: To Be Well Capitalized For Capital Under Prompt Corrective Actual Adequacy Purposes Action Provisions (Dollars in thousands) Capital Amount Ratio Capital Amount Ratio Capital Amount Ratio As of September 30, 2015: Tier 1 Leverage (to average assets) $ % $ % $ % Common Equity Tier 1 Capital (to risk weighted assets) % % % Tier 1 Capital (to risk weighted assets) % % % Total Capital (to risk weighted assets) % % % As of December 31, 2014: Tier 1 Capital (to average assets) $ % $ % $ % Tier 1 Capital (to risk weighted assets) % % % Total Capital (to risk weighted assets) % % %

INCOME TAXES

INCOME TAXES	9 Months Ended
	Sep. 30, 2015
INCOME TAXES
INCOME TAXES	NOTE 12 — INCOME TAXES For the three months ended September 30, 2015, we recorded a provision for income taxes of $2.9 million, reflecting an effective tax rate of 32.9%, compared to a provision for income taxes of $2.6 million, reflecting an effective tax benefit of 28.7%, for the three months ended September 30, 2014. For the nine months ended September 30, 2015, the Company recorded a provision for income taxes of $7.8 million, reflecting an effective tax benefit of 30.1%, compared to a provision for income taxes of $4.1 million, reflecting an effective tax rate of 23.0%, for the nine months ended September 30, 2014. The increase in income tax expense and the effective tax rate during these periods is due to increased profitability levels and a higher ratio of taxable income compared to tax exempt income for the three and nine months ended September 30, 2015 as compared to the same periods in 2014. The effective income tax rates differ from the statutory rate of 35% principally because of tax-exempt investments, non-taxable income related to bank-owned life insurance, state and local income taxes and tax credits received on affordable housing partnerships. Tax-exempt income, state and local income taxes and federal income tax credits (reduced) increased the effective tax rates by (3.0%), 2.5% and (3.0%) in the effective income tax rate calculation as of September 30, 2015, respectively, and (6.6%), 1.9% and (5.5%) in the effective income tax rate calculation as of September 30, 2014, respectively. As of September 30, 2015, the Company had net deferred tax assets totaling $42.0 million. These deferred tax assets can only be realized if the Company generates sufficient taxable income in the future. If it cannot, a valuation allowance is established. The Company regularly evaluates the reliability of deferred tax asset positions. In determining whether a valuation allowance is necessary, the Company considers the level of taxable income in prior years to the extent that carry backs are permitted under current tax laws, as well as estimates of future pre-tax and taxable income and tax planning strategies that would, if necessary, be implemented. The Company currently maintains a valuation allowance for certain state net operating losses and other-than-temporary impairments that management believes it is more likely than not that such deferred tax assets will not be realized. The Company expects to realize the remaining deferred tax assets over the allowable carry back and/or carry forward periods. Therefore, no valuation allowance is deemed necessary against its remaining federal or remaining state deferred tax assets as September 30, 2015. However, if an unanticipated event occurs that materially changes pre-tax and taxable income in future periods, an increase in the valuation allowance may become necessary and it could be material to the Company’s financial statements.

PENSION AND OTHER POSTRETIREMEN

PENSION AND OTHER POSTRETIREMENT BENEFITS	9 Months Ended
	Sep. 30, 2015
PENSION AND OTHER POSTRETIREMENT BENEFITS
PENSION AND OTHER POSTRETIREMENT BENEFITS	NOTE 13 — PENSION AND OTHER POSTRETIREMENT BENEFITS The Bank has noncontributory defined benefit pension plans covering many of its employees. Additionally, the Company sponsors nonqualified supplemental employee retirement plans for certain participants. The Bank also provides certain postretirement benefits to qualified former employees. These postretirement benefits principally pertain to certain health and life insurance coverage. Information relating to these employee benefits program are included in the tables that follow. Effective June 30, 2008, the defined pension benefits for Bank employees were frozen at the current levels. Additionally, the Bank enhanced its 401(k) Plan and combined it with its Employee Stock Ownership Plan to fund employer contributions. As part of the second-step conversion, the Bank’s employee stock ownership plan purchased 2,015,352 shares to be used to fund future contributions into the plan. The components of net pension cost are as follows: (Dollars in thousands) Pension Benefits Other Postretirement Benefits Three Months Ended September 30, Three Months Ended September 30, 2015 2014 2015 2014 Service cost $ — $ — $ $ Interest cost Expected return on assets ) ) — — Amortization of loss Amortization of prior service cost — — ) ) Amortization of transition obligation — — — Net periodic pension (benefit) cost $ ) $ ) $ $ (Dollars in thousands) Pension Benefits Other Postretirement Benefits Nine Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Service cost $ — $ — $ $ Interest cost Expected return on assets ) ) — — Amortization of loss Amortization of prior service cost — — ) ) Amortization of transition obligation — — — Net periodic pension (benefit) cost $ ) $ ) $ $

STOCK BASED COMPENSATION

STOCK BASED COMPENSATION	9 Months Ended
	Sep. 30, 2015
STOCK BASED COMPENSATION
STOCK BASED COMPENSATION	NOTE 14 — STOCK BASED COMPENSATION Stock-based compensation is accounted for in accordance with FASB ASC Topic 718 for Compensation — Stock Compensation . The Company establishes fair value for its equity awards to determine their cost. The Company recognizes the related expense for employees over the appropriate vesting period, or when applicable, service period, using the straight-line method. However, consistent with the guidance, the amount of stock-based compensation recognized at any date must at least equal the portion of the grant date value of the award that is vested at that date. As a result, it may be necessary to recognize the expense using a ratable method. The Company’s 2008 Equity Incentive Plan (“EIP”) authorizes the issuance of shares of common stock pursuant to awards that may be granted in the form of stock options to purchase common stock (“options”) and awards of shares of common stock (“stock awards”). The purpose of the Company’s stock-based incentive plans is to attract and retain personnel for positions of substantial responsibility and to provide additional incentive to certain officers, directors and employees. In order to fund grants of stock awards under the EIP, the Equity Incentive Plan Trust (the “EIP Trust”) purchased 1,773,463 shares of Company common stock in the open market for approximately $19.0 million during the year ended December 31, 2008. The Company funded the stock purchases. The acquisition of these shares by the EIP Trust reduced the Company’s outstanding additional paid in capital. The EIP shares will generally vest at a rate of 20% over five years. As of September 30, 2015, 928,840 shares were fully vested and 491,723 shares were forfeited. All grants that were issued contain a service condition in order for the shares to vest. Awards of common stock include awards to certain officers of the Company that will vest only if the Company achieves a return on average assets of 1% or if the Company achieves a return on average assets within the top 25% of the SNL index of nationwide thrifts with total assets between $1.0 billion and $10.0 billion nationwide in the fifth full year subsequent to the grant. As a result of the second-step conversion, the 2014 period shares disclosed in this footnote were adjusted to reflect the 1.0999 exchange ratio. Compensation expense related to the stock awards is recognized ratably over the five-year vesting period in an amount which totals the market price of the Company’s stock at the grant date. The expense recognized for the three and nine months ended September 30, 2015 was $354 thousand and $967 thousand, respectively, as compared to $275 thousand and $776 thousand, respectively, for the three and nine months ended September 30, 2014. The following table summarizes the non-vested stock award activity for the nine months ended September 30, 2015: Summary of Non-vested Stock Award Activity Number of Shares Weighted Average Grant Price Non-vested Stock Awards outstanding, January 1, 2015 $ Issued Vested ) Forfeited ) Non-vested Stock Awards outstanding, September 30, 2015 The following table summarizes the non-vested stock award activity for the nine months ended September 30, 2014: Summary of Non-vested Stock Award Activity Number of Shares Weighted Average Grant Price Non-vested Stock Awards outstanding, January 1, 2014 $ Issued Vested ) Forfeited ) Non-vested Stock Awards outstanding, September 30, 2014 The fair value of the 110,609 shares that vested during the nine months ended September 30, 2015 was $1.3 million. The fair value of the 109,192 shares that vested during the nine months ended September 30, 2014 was $1.3 million. The EIP authorizes the grant of options to officers, employees, and directors of the Company to acquire shares of common stock with an exercise price equal to the fair value of the common stock at the grant date. Options expire ten years after the date of grant, unless terminated earlier under the option terms. Options are granted at the then fair market value of the Company’s stock. The options were valued using the Black-Scholes option pricing model. During the nine months ended September 30, 2015, the Company granted 168,825 options compared to 741,882 options granted during the nine months ended September 30, 2014. All options issued contain vesting conditions that require the participant’s continued service. The options generally vest and are exercisable over five years. Compensation expense for the options totaled $386 thousand and $1.2 million, for the three and nine months ended September 30, 2015, respectively, compared to $397 thousand and $1.2 million for the three months and nine months ended September 30, 2014, respectively. A summary of option activity as of September 30, 2015 and changes during the nine month period ended September 30, 2015 is presented below: Number of Options Weighted Exercise Price per Shares January 1, 2015 $ Granted Exercised ) Forfeited ) Expired ) September 30, 2015 A summary of option activity as of September 30, 2014 and changes during the nine month period ended September 30, 2014 is presented below: Number of Options Weighted Exercise Price per Shares January 1, 2014 $ Granted Exercised ) Forfeited ) Expired ) September 30, 2014 The weighted average remaining contractual term was approximately 5.87 years and the aggregate intrinsic value was $12.8 million for options outstanding as of September 30, 2015. As of September 30, 2015, exercisable options totaled 2,135,762 with an average weighted exercise price of $9.57 per share, a weighted average remaining contractual term of approximately 4.62 years, and an aggregate intrinsic value of $7.9 million. The weighted average remaining contractual term was approximately 6.69 years and the aggregate intrinsic value was $7.7 million for options outstanding as of September 30, 2014. As of September 30, 2014, exercisable options totaled 1,837,350 with an average weighted exercise price of $9.68 per share, a weighted average remaining contractual term of approximately 5.02 years, and an aggregate intrinsic value of $3.6 million. Significant weighted average assumptions used to calculate the fair value of the options for the nine months ended September 30, 2015 and 2014 are as follows: For the Nine Months Ended September 30, 2015 2014 Weighted average fair value of options granted $ $ Weighted average risk-free rate of return % % Weighted average expected option life in months Weighted average expected volatility % % Expected dividends $ — $ — As of September 30, 2015, there was $4.0 million of total unrecognized compensation cost related to options and $4.5 million in unrecognized compensation cost related to non-vested stock awards granted under the EIP. As of September 30, 2014, there was $5.2 million of total unrecognized compensation cost related to options and $3.2 million in unrecognized compensation cost related to non-vested stock awards granted under the EIP. The average weighted lives for the option expense were 2.98 and 3.57 years as of September 30, 2015 and September 30, 2014, respectively. The average weighted lives for the stock award expense were 3.57 and 3.42 years at September 30, 2015 and September 30, 2014, respectively.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2015
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 15 — COMMITMENTS AND CONTINGENCIES At September 30, 2015 and December 31, 2014, the Company had outstanding commitments to purchase or originate new loans aggregating $34.2 million and $32.0 million, respectively, commitments to customers on available lines of credit of $275.2 million and $215.4 million, respectively, commitments to fund commercial construction and other advances of $121.3 million and $47.7 million, respectively, and standby letters of credit of $9.9 million and $8.0 million, respectively. Commitments are issued in accordance with the same policies and underwriting procedures as settled loans. The Bank had a reserve for its unfunded commitments of $260 thousand and $211 thousand at September 30, 2015 and December 31, 2014, respectively. Periodically, there have been various claims and lawsuits against the Company, such as claims to enforce liens, condemnation proceedings on properties in which it holds security interests, claims involving the making and servicing of real property loans and other issues incident to its business. The Company is not a party to any pending legal proceedings that it believes would have a material adverse effect on its financial condition, results of operations or cash flows.

RECENT ACCOUNTING PRONOUNCEMENT

RECENT ACCOUNTING PRONOUNCEMENTS	9 Months Ended
	Sep. 30, 2015
RECENT ACCOUNTING PRONOUNCEMENTS
RECENT ACCOUNTING PRONOUNCEMENTS	NOTE 16 — RECENT ACCOUNTING PRONOUNCEMENTS In September 2015, the FASB issued ASU 2015-16: Business Combinations — Simplifying the Accounting for Measurement-Period Adjustments. GAAP requires that during the measurement period, the acquirer retrospectively adjust the provisional amounts recognized at the acquisition date with a corresponding adjustment to goodwill. Those adjustments are required when new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts initially recognized or would have resulted in the recognition of additional assets or liabilities. The acquirer also must revise comparative information for prior periods presented in financial statements as needed, including revising depreciation, amortization, or other income effects as a result of changes made to provisional amounts. To simplify the accounting for adjustments made to provisional amounts recognized in a business combination, the amendments in this update eliminate the requirement to retrospectively account for those adjustments. The amendments in this update require that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The amendments in this update require that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. The amendments in this update require an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. For public business entities, the amendments in this update are effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The amendments in this update should be applied prospectively to adjustments to provisional amounts that occur after the effective date of this update with earlier application permitted for financial statements that have not been issued. The Company intends to comply with the amendments in this update. In August 2015, the FASB issued ASU 2015-14: Revenue from Contracts with Customers — Deferral of the Effective Date. On May 28, 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers. For public business entities, the effective date was for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. In response to stakeholders’ requests to defer the effective date of the guidance in Update 2014-09 and in consideration of feedback received through extensive outreach with preparers, practitioners, and users of financial statements, the Board issued proposed Accounting Standards Update, Revenue from Contracts with Customers: Deferral of the Effective Date. The amendments in this update defer the effective date of Update 2014-09 for all entities by one year. Public business entities should apply the guidance in Update 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company intends to comply with the effective date of this update. In June 2015, the FASB issued ASU 2015-10: Technical Corrections and Improvements. This update contains amendments that will affect a wide variety of Topics in the Codification. The amendments in this update will apply to all reporting entities within the scope of the affected accounting guidance. The amendments generally fall into one of the types of amendments: (i) amendments related to differences between original guidance and the Codification, (ii) guidance clarification and reference corrections, (iii) simplification, and (iv) minor improvements. The amendments in this update represent changes to clarify the Codification, correct unintended application of guidance, or make minor improvements to the Codification that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. Additionally, some of the amendments will make the Codification easier to understand and easier to apply by eliminating inconsistencies, providing needed clarifications, and improving the presentation of guidance in the Codification. Transition guidance varies based on the amendments in this update. The amendments in this update that require transition guidance are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. All other amendments were effective upon the issuance of the update. The Company does not anticipate a material impact to the consolidated financial statements at this time. In April 2015, the FASB issued ASU 2015-5: Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement. The amendments in this update provide guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The guidance will not change GAAP for a customer’s accounting for service contracts. For public business entities, the amendments in this update will be effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. Early adoption is permitted for all entities. The Company evaluated its software agreements and does not anticipate an impact to the consolidated financial statements related to this guidance. In February 2015, the FASB issued ASU 2015-02: Consolidation. The amendments in this update respond to concerns about the current accounting for consolidation of certain legal entities. Entities expressed concerns that current generally accepted accounting principles might require a reporting entity to consolidate another legal entity in situations in which the reporting entity’s contractual rights do not give it the ability to act primarily on its own behalf, the reporting entity does not hold a majority of the legal entity’s voting rights, or the reporting entity is not exposed to a majority of the legal entity’s economic benefits or obligations. Financial statement users asserted that in certain of those situations in which consolidation is ultimately required, deconsolidated financial statements are necessary to better analyze the reporting entity’s economic and operational results. Previously, the FASB issued an indefinite deferral for certain entities to partially address those concerns. However, the amendments in this update rescind that deferral and address those concerns by making changes to the consolidation guidance. The amendments in this update impact all reporting entities involved with limited partnerships or similar entities and require reporting entities to re-evaluate these entities for consolidation. In some cases, consolidation conclusion may change. In other cases, a reporting entity will need to provide additional disclosures if an entity that currently isn’t considered a variable interest entity is considered a variable interest entity under the new guidance. For public business entities, the guidance is effective for annual and interim periods beginning after December 15, 2015. Early adoption is permitted. The Company does not anticipate an impact to the consolidated financial statements related to this guidance. In January 2015, the FASB issued ASU 2015-01: Income Statement: Extraordinary and Unusual Items. The amendment in this update eliminates from GAAP the concept of extraordinary items and the associated disclosure requirements. Subtopic 225-20, Income Statement—Extraordinary and Unusual Items, required that an entity separately classify, present, and disclose extraordinary events and transactions. Presently, an event or transaction is presumed to be an ordinary and usual activity of the reporting entity unless evidence clearly supports its classification as an extraordinary item. Paragraph 225-20-45-2 includes the following two criteria that must both be met for extraordinary classification: (i) unusual nature, and (ii) infrequency of occurrence. If an event or transaction meets the criteria for extraordinary classification, an entity is required to segregate the extraordinary item from the results of ordinary operations and show the item separately in the income statement, net of tax, after income from continuing operations. The entity also is required to disclose applicable income taxes and either present or disclose earnings-per-share data applicable to the extraordinary item. As the Company has not entered into any transactions that would require extraordinary or unusual item disclosure, the Company does not anticipate an impact to the consolidated financial statements related to this guidance. In August 2014, the FASB issued ASU 2014-15: Presentation of Financial Statements — Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The amendments in this update apply to all entities. The amendments in this update provide guidance in GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. In doing so, the amendments should reduce diversity in the timing and content of footnote disclosures. In connection with preparing financial statements for each annual and interim reporting period, an entity’s management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued. Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued. The term probable is used consistently with its use in Topic 450, Contingencies. When management identifies conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern, management should consider whether its plans that are intended to mitigate those relevant conditions or events will alleviate the substantial doubt. The amendments in this update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company does not anticipate a material impact to the consolidated financial statements related to this guidance. Also in August 2014, the FASB issued ASU 2014-14, Receivables — Troubled Debt Restructurings by Creditors: Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure. The amendments in this update affect creditors that hold government guaranteed mortgage loans, including those guaranteed by the Federal Housing Administration and the U.S. Department of Veterans Affairs. The amendments in this update require that a mortgage loan be derecognized and that a separate other receivable be recognized upon foreclosure if the following conditions are met (i) the loan has a government guarantee that is not separable from the loan before foreclosure, (ii) at the time of foreclosure, the creditor has the intent to convey the real estate property to the guarantor and make a claim on the guarantee, and the creditor has the ability to recover under that claim, and (iii) at the time of foreclosure, any amount of the claim that is determined on the basis of the fair value of the real estate is fixed. Upon foreclosure, the separate other receivable should be measured based on the amount of the loan balance (principal and interest) expected to be recovered from the guarantor. The amendments in this update are effective for public business entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2014. The Company adopted the provisions of this guidance during the nine months ended September 30, 2015 and noted no material impact to the consolidated financial statements related to this guidance as the Company has no foreclosed government guaranteed mortgage loans. In June 2014, the FASB issued ASU 2014-12 — Compensation — Stock Compensation: Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period: Current U.S. GAAP does not contain explicit guidance on whether to treat a performance target that could be achieved after the requisite service period as a performance condition that affects vesting or as a nonvesting condition that affects the grant-date fair value of an award. The amendments in this update provide explicit guidance for those awards. For all entities, the amendments are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Early adoption is permitted. At this time, the Company does not believe that it is probable that the performance conditions for any of the outstanding performance based awards will be met. The Company does not anticipate an impact to the consolidated financial statements related to this guidance. Also in June 2014, the FASB issued ASU 2014-11 - Transfers and Servicing: Repurchase-to-Maturity Transaction, Repurchase Financings, and Disclosures: The amendments affect all entities that enter into repurchase-to-maturity transactions or repurchase financings. The amendments change the current accounting outcome by requiring repurchase-to-maturity transactions to be accounted for as secured borrowings. Additionally, the amendments require that in a repurchase financing arrangement the repurchase agreement be accounted for separately from the initial transfer of the financial asset. ASU 2014-11 requires a new disclosure for certain transactions that involve (1) a transfer of a financial asset accounted for as a sale and (2) an agreement with the same transferee entered into in contemplation of the initial transfer that results in the transferor retaining substantially all of the exposure to the economic return on the transferred financial asset throughout the term of the transaction. The accounting changes in this update are effective for public business entities for the first interim or annual period beginning after December 15, 2014. The Company adopted the provisions of this guidance during the nine months ended September 30, 2015 and noted no material impact to the consolidated financial statements related to this guidance as the Company has no such transactions. In May 2014, the FASB issued ASU 2014-09 - Revenue from Contracts with Customers: The objective of this amendment is to clarify the principles for recognizing revenue and to develop a common revenue standard for U.S. GAAP and IFRS. This update affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are in the scope of other standards. This update, as issued, was effective for public companies beginning with the first fiscal year beginning after December 15, 2016, and the interim periods within that fiscal year. As previously discussed, the amendments in this update were deferred for all entities by one year as indicated in ASU 2015-14. The Company is in the process of evaluating the impact of this guidance and does not anticipate a material impact to the consolidated financial statements at this time.

FAIR VALUE OF FINANCIAL INSTRUM

FAIR VALUE OF FINANCIAL INSTRUMENTS	9 Months Ended
	Sep. 30, 2015
FAIR VALUE OF FINANCIAL INSTRUMENTS
FAIR VALUE OF FINANCIAL INSTRUMENTS	NOTE 17 — FAIR VALUE OF FINANCIAL INSTRUMENTS The Company follows authoritative guidance under FASB ASC Topic 820 for Fair Value Measurements and Disclosures which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The definition of fair value under ASC 820 is the exchange price. The guidance clarifies that the exchange price is the price in an orderly transaction between market participants to sell the asset or transfer the liability in the market in which the reporting entity would transact for the asset or liability. The definition focuses on the price that would be received to sell the asset or paid to transfer the liability (an exit price), not the price that would be paid to acquire the asset or received to assume the liability (an entry price). The guidance emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Fair value is based on quoted market prices, when available. If listed prices or quotes are not available, fair value is based on fair value models that use market participant or independently sourced market data which include: discount rate, interest rate yield curves, credit risk, default rates and expected cash flow assumptions. In addition, valuation adjustments may be made in the determination of fair value. These fair value adjustments may include amounts to reflect counter party credit quality, creditworthiness, liquidity and other unobservable inputs that are applied consistently over time. These adjustments are estimated and, therefore, subject to significant management judgment, and at times, may be necessary to mitigate the possibility of error or revision in the model-based estimate of the fair value provided by the model. The methods described above may produce fair value calculations that may not be indicative of the net realizable value. While the Company believes its valuation methods are consistent with other financial institutions, the use of different methods or assumptions to determine fair values could result in different estimates of fair value. FASB ASC Topic 820 for Fair Value Measurements and Disclosures describes three levels of inputs that may be used to measure fair value: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 1 assets and liabilities include debt securities, equity securities and derivative contracts that are traded in an active exchange market as well as certain U.S. Treasury securities that are highly liquid and actively traded in over-the-counter markets. Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets and liabilities include debt securities with quoted market prices that are traded less frequently than exchange traded assets and liabilities. The values of these items are determined using pricing models with inputs observable in the market or can be corroborated from observable market data. This category generally includes U.S. Government and agency mortgage-backed debt securities, corporate debt securities and derivative contracts. Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. Those assets which will continue to be measured at fair value on a recurring basis are as follows at September 30, 2015: Category Used for Fair Value Measurement (Dollars in thousands) Level 1 Level 2 Level 3 Total Assets: Mortgage servicing rights $ — $ — $ $ Investment securities available for sale: U.S. GSE and agency notes — — GNMA guaranteed mortgage certificates — — Collateralized mortgage obligations (“CMOs”) GSE CMOs — — GSE mortgage-backed securities — — Municipal bonds General obligation municipal bonds — — Revenue municipal bonds — — Corporate securities — — Money market funds — — Mutual funds — — Interest rate swap agreements — — Total Assets $ $ $ $ Liabilities: Interest rate swap agreements Total Liabilities $ — $ $ — $ $ — $ $ — $ Those assets which will continue to be measured at fair value on a recurring basis are as follows at December 31, 2014: Category Used for Fair Value Measurement (Dollars in thousands) Level 1 Level 2 Level 3 Total Assets: Mortgage servicing rights $ — $ — $ $ Investment securities available for sale: U.S. GSE and agency notes — — GNMA guaranteed mortgage certificates — — Collateralized mortgage obligations (“CMOs”) GSE CMOs — — GSE mortgage-backed securities — — Municipal bonds General obligation municipal bonds — — Revenue municipal bonds — — Money market funds — — Mutual funds — — Interest rate swap agreements — — Total Assets $ $ $ $ Liabilities: Interest rate swap agreements $ — $ $ — $ Total Liabilities $ — $ $ — $ Level 1 Valuation Techniques and Inputs Included in this category are money market funds, mutual funds and certificates of deposit. To estimate the fair value of these securities, the Company utilizes observable quotations for the indicated security. Level 2 Valuation Techniques and Inputs The majority of the Company’s investment securities are reported at fair value utilizing Level 2 inputs. Prices of these securities are obtained through independent, third-party pricing services. Prices obtained through these sources include market derived quotations and matrix pricing and may include both observable and unobservable inputs. Fair market values take into consideration data such as dealer quotes, new issue pricing, trade prices for similar issues, prepayment estimates, cash flows, market credit spreads and other factors. The Company reviews the output from the third-party providers for reasonableness by considering the pricing consistency among securities with similar characteristics, where available, and comparing values with other pricing sources available to the Company. In general, the Level 2 valuation process uses the following significant inputs in determining the fair value of the different classes of investments: U.S. Government Sponsored Enterprise (GSE) and Agency Notes. Pricing evaluations are based on obtaining relevant trade data, benchmark quotes and spreads and incorporating this information into the evaluation process. Evaluations are generated on either a price or spread basis as determined by the observed market data. For spread-based evaluations, a non-call spread scale is created or an Option Adjusted Spread (OAS) model is incorporated to adjust spreads of issues that have early redemption features. Spreads are calculated continuously throughout the day, as well as “end of day”. GNMA Guaranteed Mortgage Certificates. Pricing evaluations are based on issuer type, coupon and maturity. The Pool specific evaluation model takes into account pool level information supplied directly by the agency. For adjustable rate mortgages, the model takes into account indices, margin, periodic and life caps, next coupon adjustment date and the convertibility of the bond. GSE CMOs. For pricing evaluations, the pricing service, obtains and applies available direct market color (trades, covers, bids, offers and price talk) along with market color for similar bonds and GSE/Agency CMOs in general (including market research). Evaluations of tranches (non-volatile and volatile) are based on IDC’s interpretation of accepted market modeling, trading, and pricing conventions. GSE Mortgage-backed Securities. Included in this category are Fannie Mae and Freddie Mac fixed rate residential mortgage backed securities and Fannie Mae and Freddie Mac Adjustable Rate residential mortgage backed securities. Pricing evaluations are based on issuer type, coupon and maturity. The Pool specific evaluation model takes into account pool level information supplied directly by the GSE. For adjustable rate mortgages, the model takes into account indices, margin, periodic and life caps, next coupon adjustment date and the convertibility of the bond. Tax Exempt General Obligation and Revenue Municipal Bonds. For pricing, the pricing service’s evaluators build internal yield curves, which are adjusted throughout the day based on trades and other pertinent market information. Evaluators apply this information to bond sectors, and individual bond evaluations are then extrapolated. Within a given sector, evaluators have the ability to make daily spread adjustments for various attributes that include, but are not limited to, discounts, premiums, credit, alternative minimum tax (AMT), use of proceeds, and callability. Corporate Securities. Pricing evaluations are based on obtaining relevant trade data, benchmark quotes and spreads and incorporating this information into the evaluation process. Evaluations are generated on either a price or spread basis as determined by the observed market data. For spread-based evaluations, a non-call spread scale is created or an Option Adjusted Spread (OAS) model is incorporated to adjust spreads of issues that have early redemption features. Spreads are calculated continuously throughout the day, as well as “end of day”. Interest Rate Swaps. The Company’s valuation methodology for over-the-counter (“OTC”) derivatives includes an analysis of discount cash flows based on Overnight Index Swap (“OIS”) rates. Fully collateralized trades are discounted using OIS with no additional economic adjustments to arrive at fair value. Uncollateralized or partially-collateralized trades are also discounted at OIS, but include appropriate economic adjustments for funding costs (i.e., a LIBOR-OIS basis adjustment to approximate uncollateralized cost of funds) and credit risk. Level 3 Valuation Techniques and Inputs Mortgage Servicing Rights. The Company determines the fair value of its MSRs by estimating the amount and timing of future cash flows associated with the servicing rights and discounting the cash flows using market discount rates. The valuation includes the application of certain assumptions made by management of the Company, including prepayment projections, and prevailing assumptions used in the marketplace at the time of the valuation. The table below presents all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the nine months ended September 30, 2015 and 2014. Level 3 Investments Only Nine Months Ended September 30, 2015 September 30, 2014 (Dollars in thousands) Mortgage Servicing Rights Mortgage Servicing Rights Balance, January 1, $ $ Additions Payments ) ) Decrease in fair value due to changes in valuation inputs or assumptions ) ) Balance, September 30, $ $ The Company also has assets that, under certain conditions, are subject to measurement at fair value on a non-recurring basis. These include assets that are measured at the lower of cost or market value and had a fair value below cost at the end of the period as summarized below. A loan is impaired when, based on current information, the Company determines that it is probable that the Company will be unable to collect amounts due according to the terms of the loan agreement. The Company’s impaired loans are measured based on the estimated fair value of the collateral if the loans are collateral dependent or based on a discounted cash flow analysis if the loans are not collateral dependent. Assets measured at fair value on a nonrecurring basis are as follows: Balance Transferred YTD (Dollars in thousands) September 30, 2015 Level 1 Level 2 Level 3 Gains/(Losses) Impaired loans $ $ — $ — $ $ ) Other real estate owned — — ) Balance Transferred YTD (Dollars in thousands) September 30, 2014 Level 1 Level 2 Level 3 Gains/(Losses) Impaired loans $ $ — $ — $ $ ) Other real estate owned — — ) In accordance with FASB ASC Topic 825 for Financial Instruments, Disclosures about Fair Value of Financial Instruments, the Company is required to disclose the fair value of financial instruments. The fair value of a financial instrument is the current amount that would be exchanged between willing parties, other than in a distressed sale. Fair value is best determined using observable market prices; however for many of the Company’s financial instruments no quoted market prices are readily available. In instances where quoted market prices are not readily available, fair value is determined using present value or other techniques appropriate for the particular instrument. These techniques involve some degree of judgment, and as a result, are not necessarily indicative of the amounts the Company would realize in a current market exchange. Different assumptions or estimation techniques may have a material effect on the estimated fair value. The following table sets forth the carrying and estimated fair value of the Company’s financial assets and liabilities for the periods indicated: Fair Value of Financial Instruments At September 30, 2015 At December 31, 2014 Estimated Estimated Fair Value Carrying Fair Carrying Fair (Dollars in thousands) Hierarchy Level Amount Value Amount Value Assets: Cash and cash equivalents Level 1 $ $ $ $ Securities available for sale See previous table Securities held to maturity Level 2 FHLB stock Level 3 Loans, net Level 3 Loans held for sale Level 2 Mortgage servicing rights Level 3 Interest rate swaps Level 2 Accrued interest receivable Level 3 Liabilities: Deposits Level 2 Borrowed funds Level 2 Interest rate swaps Level 2 Accrued interest payable Level 2 Cash and Cash Equivalents - For cash and cash equivalents, the carrying amount is a reasonable estimate of fair value. Securities Available for Sale and Held to Maturity - The fair value of investment securities, mortgage-backed securities and collateralized mortgage obligations is based on quoted market prices, dealer quotes, yield curve analysis, and prices obtained from independent pricing services. FHLB Stock - The fair value of FHLB stock is estimated at its carrying value and redemption price of $100 per share. Loans, Net - The fair value of loans is estimated by discounting the future cash flows using the current rate at which similar loans would be made to borrowers with similar credit and for the same remaining maturities. Additionally, to be consistent with the requirements under FASB ASC Topic 820 for Fair Value Measurements and Disclosures, the loans were valued at a price that represents the Company’s exit price or the price at which these instruments would be sold or transferred. Loans Held for Sale - The fair value of loans held for sale is estimated using the current rate at which similar loans would be made to borrowers with similar credit risk and the same remaining maturities. Loans held for sale are carried at the lower of cost or estimated fair value. Mortgage Servicing Rights - The Company determines the fair value of its MSRs by estimating the amount and timing of future cash flows associated with the servicing rights and discounting the cash flows using market discount rates. The valuation included the application of certain assumptions made by management of the Bank, including prepayment projections, and prevailing assumptions used in the marketplace at the time of the valuation. Interest Rate Swaps - The Company’s valuation methodology for OTC derivatives includes an analysis of discount cash flows based on OIS rates. Fully collateralized trades are discounted using OIS with no additional economic adjustments to arrive at fair value. Uncollateralized or partially-collateralized trades are also discounted at OIS, but include appropriate economic adjustments for funding costs (i.e., a LIBOR-OIS basis adjustment to approximate uncollateralized cost of funds) and credit risk. Beginning January 1, 2013, the Company made the changes to better align its inputs, assumptions, and pricing methodologies with those used in its principal market by most dealers and major market participants. These changes in valuation methodology were applied prospectively as a change in accounting estimate and were immaterial to the Company’s financial statements. Accrued Interest Receivable/Payable - The carrying amounts of interest receivable/payable approximate fair value. Deposits - The fair value of checking and money market deposits and savings accounts is the amount reported in the consolidated financial statements. The carrying amount of checking, savings and money market accounts is the amount that is payable on demand at the reporting date. The fair value of time deposits is generally based on a present value estimate using rates currently offered for deposits of similar remaining maturity. Borrowed Funds - The fair value of borrowed funds is based on a present value estimate using rates currently offered. Commitments to Extend Credit and Letters of Credit - The majority of the Company’s commitments to extend credit and letters of credit carry current market interest rates if converted to loans and are not included in the table above. Because commitments to extend credit and letters of credit are generally unassignable by either the Company or the borrower, they only have value to the Company and the borrower. The estimated fair value approximates the recorded net deferred fee amounts, which are not significant. The fair value estimates presented herein are based on pertinent information available to management as of September 30, 2015 and December 31, 2014. Although management is not aware of any factors that would significantly affect the estimated fair value amounts, such amounts have not been comprehensively revalued for purposes of these consolidated financial statements since September 30, 2015 and December 31, 2014 and, therefore, current estimates of fair value may differ significantly from the amounts presented herein.

MORTGAGE SERVICING RIGHTS

MORTGAGE SERVICING RIGHTS	9 Months Ended
	Sep. 30, 2015
MORTGAGE SERVICING RIGHTS
MORTGAGE SERVICING RIGHTS	NOTE 18 — MORTGAGE SERVICING RIGHTS The Company follows the authoritative guidance under ASC 860-50 - Servicing Assets and Liabilities to account for its MSRs. The Company has elected the fair value measurement method to value its existing mortgage servicing assets at fair value in accordance with ASC 860-50. Under the fair value measurement method, the Company records its MSRs on its consolidated statements of financial condition as a component of other assets at fair value with changes in fair value recorded as a component of mortgage banking income in the Company’s consolidated statements of income for each period. As of September 30, 2015 and September 30, 2014, the Company serviced $145.6 million and $151.7 million of residential mortgage loans, respectively. During the three and nine months ended September 30, 2015, the Company recognized servicing fee income of $92 thousand and $280 thousand, respectively, compared to $97 thousand and $291 thousand for the same periods in 2014. The following is an analysis of the activity in the Company’s residential MSRs for the nine months ended September 30, 2015 and 2014: Residential Mortgage Servicing Rights For the Nine Months Ended September 30, Dollars in thousands 2015 2014 Balance, January 1, $ $ Additions Increases (decreases) in fair value due to: Changes in valuation input or assumptions ) ) Paydowns ) ) Balance, September 30, $ $ The Company uses assumptions and estimates in determining the fair value of MSRs. These assumptions include prepayment speeds, discount rates, escrow earnings rates and other assumptions. The assumptions used in the valuation were based on input from buyers, brokers and other qualified personnel, as well as market knowledge. At September 30, 2015, the key assumptions used to determine the fair value of the Company’s MSRs included a lifetime constant prepayment rate equal to 10.53%, a discount rate equal to 9.50% and an escrow earnings credit rate equal to 1.66%. At September 30, 2014, the key assumptions used to determine the fair value of the Company’s MSRs included a lifetime constant prepayment rate equal to 10.39%, a discount rate equal to 9.75% and an escrow earnings credit rate equal to 1.82%. At September 30, 2015 and September 30, 2014, the sensitivity of the current fair value of the residential mortgage servicing rights to immediate 10% and 20% favorable and unfavorable changes in key economic assumptions are included in the following table . Residential Residential Mortgage Servicing Rights Mortgage Servicing Rights (Dollars in thousands) September 30, 2015 September 30, 2014 Fair value of residential mortgage servicing rights $ $ Weighted average life (years) 5.5 years 5.6 years Prepayment speed % % Effect on fair value of a 20% increase $ ) $ ) Effect on fair value of a 10% increase ) ) Effect on fair value of a 10% decrease Effect on fair value of a 20% decrease Discount rate % % Effect on fair value of a 20% increase $ ) $ ) Effect on fair value of a 10% increase ) ) Effect on fair value of a 10% decrease Effect on fair value of a 20% decrease Escrow earnings credit % % Effect on fair value of a 20% increase $ $ Effect on fair value of a 10% increase Effect on fair value of a 10% decrease ) ) Effect on fair value of a 20% decrease ) ) The sensitivity calculations above are hypothetical and should not be considered to be predictive of future performance. As indicated, changes in fair value based on adverse changes in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also, in this table, the effect of an adverse variation in a particular assumption on the fair value of the MSRs is calculated without changing any other assumption; while in reality, changes in one factor may result in changes in another (for example, increases in market interest rates may result in lower prepayments), which may magnify or counteract the effect of the change.

DERIVATIVE FINANCIAL INSTRUMENT

DERIVATIVE FINANCIAL INSTRUMENTS	9 Months Ended
	Sep. 30, 2015
DERIVATIVE FINANCIAL INSTRUMENTS
DERIVATIVE FINANCIAL INSTRUMENTS	NOTE 19 — DERIVATIVE FINANCIAL INSTRUMENTS The Company is a party to derivative financial instruments in the normal course of business to meet the needs of commercial banking customers. These financial instruments have been limited to interest rate swap agreements, which are entered into with counterparties that meet established credit standards and, where appropriate, contain master netting and collateral provisions protecting the party at risk. The Company believes that the credit risk inherent in all of the derivative contracts is minimal based on the credit standards and the netting and collateral provisions of the interest rate swap agreements. The Company executes interest rate swaps with commercial banking customers to facilitate their respective risk management strategies. Those interest rate swaps are simultaneously hedged by offsetting interest rate swaps that the Company executes with a third party, such that the Company minimizes its net risk exposure resulting from such transactions. These derivatives are not designated as hedges and are not speculative. Rather, these derivatives result from a service the Company provides to certain customers. As the interest rate swaps associated with this program do not meet the hedge accounting requirements, changes in the fair value of both the customer swaps and the offsetting swaps are recognized directly in earnings. As of September 30, 2015, the Company had six interest rate swaps with an aggregate notional amount of $24.4 million related to this program. During the three and nine months ended September 30, 2015, the Company recognized a net loss of $13 thousand and of $12 thousand, respectively, compared to a net gain of $1 thousand and a net loss of $26 thousand for the same periods in 2014 related to interest rate swap agreements that are included as a component of services charges and other non-interest income in the Company’s consolidated statements of income. The tables below present the fair value of the Company’s derivative financial instruments as well as their classification on the consolidated statements of financial condition as of September 30, 2015 and December 31, 2014: As of September 30, 2015 Asset derivatives Liability derivatives (Dollars in thousands) Notional amount Fair value (1) Notional amount Fair value (2) Interest rate swap agreements $ $ $ $ Total derivatives $ $ $ $ (1) Included in other assets in our Consolidated Statements of Financial Condition. (2) Included in other liabilities in our Consolidated Statements of Financial Condition. As of December 31, 2014 Asset derivatives Liability derivatives (dollars in thousands) Notional amount Fair value (1) Notional amount Fair value (2) Interest rate swap agreements $ $ $ $ Total derivatives $ $ $ $ (1) Included in other assets in our Consolidated Statements of Financial Condition. (2) Included in other liabilities in our Consolidated Statements of Financial Condition. The following displays offsetting interest rate swap assets and liabilities for the dates presented: Offsetting of Derivative Assets As of September 30, 2015 Gross Amounts of Gross Amounts Offset in the Net Amounts of Assets presented in Gross Amounts Not Offset in the Statement of Financial Condition Recognized Assets (1) Statement of Financial Condition the Statement of Financial Condition Financial Instruments Collateral Received Net Amount Interest rate swaps $ $ — $ $ — $ — $ Offsetting of Derivative Liabilities As of September 30, 2015 Gross Amounts of Gross Amounts Offset in the Net Amounts of Liabilities presented in Gross Amounts Not Offset in the Statement of Financial Condition Recognized Liabilities (1) Statement of Financial Condition the Statement of Financial Condition Financial Instruments Collateral Posted Net Amount Interest rate swaps $ $ — $ $ — $ $ (1) - Balance includes accrued interest receivable/payable and credit valuation adjustments. Offsetting of Derivative Assets As of December 31, 2014 Gross Amounts of Gross Amounts Offset in the Net Amounts of Assets presented in Gross Amounts Not Offset in the Statement of Financial Condition Recognized Assets (1) Statement of Financial Condition the Statement of Financial Condition Financial Instruments Collateral Received Net Amount Interest rate swaps $ $ — $ $ — $ — $ Offsetting of Derivative Liabilities As of December 31, 2014 Gross Amounts of Gross Amounts Offset in the Net Amounts of Liabilities presented in Gross Amounts Not Offset in the Statement of Financial Condition Recognized Liabilities (1) Statement of Financial Condition the Statement of Financial Condition Financial Instruments Collateral Posted Net Amount Interest rate swaps $ $ — $ $ — $ $ ) (1) - Balance includes accrued interest receivable/payable and credit valuation adjustments. The Company has agreements with certain of its derivative counterparties that provide that if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations. The Company also has agreements with certain of its derivative counterparties that provide that if the Company fails to maintain its status as a well or adequately capitalized institution, then the counterparty could terminate the derivative positions and the Company would be required to settle its obligations under the agreements . As of September 30, 2015, the termination value of the interest rate swaps in a liability position was $346 thousand. The Company has minimum collateral posting thresholds with its counterparty. At September 30, 2015, the Company had $344 thousand of securities pledged as collateral on interest rate swaps. If the Company had breached any of these provisions at September 30, 2015 it would have been required to settle its obligation under the agreement at the termination value and could have been required to pay any additional amounts due in excess of amounts previously posted as collateral with the counterparty. The Company had not breached any provisions at September 30, 2015.

SUBSEQUENT EVENT

SUBSEQUENT EVENT	9 Months Ended
	Sep. 30, 2015
SUBSEQUENT EVENT.
SUBSEQUENT EVENT	NOTE 20 — SUBSEQUENT EVENT On October 21, 2015, the Company entered into a Stock Purchase Agreement with Conestoga Bancorp, Inc. (“Conestoga”) and Conestoga Bank, pursuant to which (i) the Company will acquire Conestoga’s ownership interest in Conestoga Bank, and (ii) Conestoga Bank will be subsequently merged with and into Beneficial Bank. Pursuant to the terms of the Stock Purchase Agreement, the Company will acquire all of the outstanding shares of common stock of Conestoga Bank from Conestoga in exchange for a cash payment equal to 160% of the stated book value of Conestoga Bank’s outstanding common stock as of a date specified in the Stock Purchase Agreement, up to an aggregate purchase price not to exceed $105.0 million, excluding the effect of certain change-in-control and severance payments and transaction-related expenses incurred by Conestoga Bank in connection with the transaction, less goodwill and core deposit intangibles (the “Bank Tangible Book Value”). To the extent that the Bank Tangible Book Value exceeds $65.625 million, which would equate to a purchase price in excess of $105.0 million, the Stock Purchase Agreement provides that Conestoga Bank shall declare and pay a dividend to Conestoga on the effective date of the transaction for the amount of the Bank Tangible Book Value in excess of $65.625 million. Conestoga Bank is a locally-managed institution dedicated to providing high quality community banking and commercial lending services with locations in Philadelphia, Delaware, Montgomery, Bucks, Chester and Lehigh Counties. Conestoga Bank has approximately $712 million in assets, $506 million in loans and $530 million in deposits as of June 30, 2015 and serves its customers from fourteen locations. Conestoga Bank also provides equipment financing through its wholly owned subsidiary, Conestoga Equipment Finance and offers Small Business Administration loans to commercial customers. The closing is anticipated to occur during the first or second quarter of 2016, subject to the receipt of all required regulatory approvals and the satisfaction of other customary closing conditions.

SUMMARY OF SIGNIFICANT ACCOUN30

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2015
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles in the United States of America (“GAAP”) for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. These financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes thereto contained in the Annual Report on Form 10-K filed by Beneficial Bancorp, Inc. (the “Company” or “Beneficial”) with the U.S. Securities and Exchange Commission on February 26, 2015. The results for the three and nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2015 or any other period.
Principles of Consolidation	Principles of Consolidation The unaudited interim condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Specifically, the financial statements include the accounts of Beneficial Bank (the “Bank”), the Company’s wholly owned subsidiary, and the Bank’s wholly owned subsidiaries. The Bank’s wholly owned subsidiaries are: (i) Beneficial Advisors, LLC, which offers wealth management services and non-deposit investment products, (ii) Neumann Corporation, a Delaware corporation formed to manage certain investments, (iii) Beneficial Insurance Services, LLC, which provides insurance services to individual and business customers and (iv) BSB Union Corporation, a leasing company. Additionally, the Company has subsidiaries that hold other real estate acquired in foreclosure or transferred from the real estate loan portfolio. All significant intercompany accounts and transactions have been eliminated. Management makes significant operating decisions based upon the analysis of the entire Company and financial performance is evaluated on a company-wide basis. Accordingly, the various financial services and products offered are included in one reportable operating segment: community banking as outlined under guidance in the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC” or “codification”) Topic 280 for Segment Reporting.
Use of Estimates in the Preparation of Financial Statements	Use of Estimates in the Preparation of Financial Statements These unaudited interim condensed consolidated financial statements are prepared in conformity with GAAP. The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Significant estimates include the allowance for loan losses, goodwill, other intangible assets, income taxes, postretirement benefits, and the fair value of investment securities. Actual results could differ from those estimates and assumptions.

CHANGES IN AND RECLASSIFICATI31

CHANGES IN AND RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables)	9 Months Ended
	Sep. 30, 2015
CHANGES IN AND RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Schedule of changes in the balances of each component of accumulated other comprehensive income	Net unrealized holding gains on available-for-sale Defined benefit (Dollars in thousands) securities pension plan items Total Beginning balance, January 1, 2015 $ $ ) $ ) Changes in other comprehensive loss before reclassifications: Unrealized holding gains on AFS securities — Accretion of unrealized losses on AFS securities transferred to HTM — Amount reclassified from accumulated other comprehensive loss Net current-period other comprehensive income Ending balance, September 30, 2015 $ $ ) $ ) Net unrealized holding gains on available-for-sale Defined benefit (Dollars in thousands) securities pension plan items Total Beginning balance, January 1, 2014 $ ) $ ) $ ) Changes in other comprehensive loss before reclassifications: Unrealized holding gains on AFS securities — Unrealized losses on AFS securities transferred to HTM ) — ) Accretion of unrealized losses on AFS securities transferred to HTM — Amount reclassified from accumulated other comprehensive loss ) Net current-period other comprehensive income Ending balance, September 30, 2014 $ ) $ ) $ )
Schedule of reclassifications out of AOCI by component	For the Nine Months Ended September 30, 2015 (Dollars in thousands) Details about accumulated Amount reclassified Affected line item in other comprehensive loss from accumulated other the consolidated statements Components comprehensive loss of operations Unrealized gains and losses on available-for-sale securities $ Net loss on sale of investment securities ) Income tax benefit $ Net of tax Amortization of defined benefit pension items Prior service costs $ )(1) Other non-interest expense Net recognized actuarial losses (1) Other non-interest expense $ Total before tax ) Income tax benefit $ Net of tax (1) These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension cost. See Note 13 - Pension and Other Postretirement Benefits for additional details. For the Nine Months Ended September 30, 2014 (Dollars in thousands) Details about accumulated Amount reclassified Affected line item in other comprehensive loss from accumulated other the consolidated statements components comprehensive loss of operations Unrealized gains and losses on available-for-sale securities $ ) Net gain on sale of investment securities Income tax expense $ ) Net of tax Amortization of defined benefit pension items Transition obligation $ (1) Other non-interest expense Prior service costs )(1) Other non-interest expense Net recognized actuarial losses (1) Other non-interest expense $ Total before tax ) Income tax benefit $ Net of tax (1) These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension cost. See Note 13 - Pension and Other Postretirement Benefits for additional details.

EARNINGS PER SHARE (Tables)

EARNINGS PER SHARE (Tables)	9 Months Ended
	Sep. 30, 2015
EARNINGS PER SHARE
EARNINGS PER SHARE	Three Months Ended September 30, Nine Months Ended September 30, (Dollars in thousands, except share and per share amounts) 2015 2014 2015 2014 Basic and diluted earnings per share: Net income $ $ $ $ Basic average common shares outstanding Effect of dilutive securities Dilutive average shares outstanding Net earnings per share Basic $ $ $ $ Diluted $ $ $ $

INVESTMENT SECURITIES (Tables)

INVESTMENT SECURITIES (Tables)	9 Months Ended
	Sep. 30, 2015
INVESTMENT SECURITIES.
Amortized cost and estimated fair value of investments in debt and equity securities	September 30, 2015 Investment Securities Available-for-Sale Gross Gross Estimated Amortized Unrealized Unrealized Fair (Dollars in thousands) Cost Gains Losses Value U.S. Government Sponsored Enterprise (“GSE”) and Agency Notes $ $ $ — $ GNMA guaranteed mortgage certificates — GSE mortgage-backed securities GSE collateralized mortgage obligations Municipal bonds — Corporate securities — Money market and mutual funds — Total $ $ $ $ September 30, 2015 Investment Securities Held-to-Maturity Gross Gross Estimated Amortized Unrealized Unrealized Fair (Dollars in thousands) Cost Gains Losses Value GSE mortgage-backed securities $ $ $ $ GSE collateralized mortgage obligations Municipal bonds — Foreign bonds — Total $ $ $ $ December 31, 2014 Investment Securities Available-for-Sale Gross Gross Estimated Amortized Unrealized Unrealized Fair (Dollars in thousands) Cost Gains Losses Value U.S. Government Sponsored Enterprise (“GSE”) and Agency Notes $ $ $ — $ Ginnie Mae guaranteed mortgage certificates — GSE mortgage-backed securities Collateralized mortgage obligations Municipal bonds — Money market, mutual funds and certificates of deposit — Total $ $ $ $ December 31, 2014 Investment Securities Held-to-Maturity Gross Gross Estimated Amortized Unrealized Unrealized Fair (Dollars in thousands) Cost Gains Losses Value GSE mortgage-backed securities $ $ $ $ Collateralized mortgage obligations Municipal bonds — Foreign bonds — Total $ $ $ $
Summary of continuous unrealized loss position for periods of less than 12 months and 12 months or longer	At September 30, 2015 Less than 12 months 12 months or longer Total Unrealized Unrealized Unrealized (Dollars in thousands) Fair Value Losses Fair Value Losses Fair Value Losses Mortgage-backed securities $ $ $ $ $ $ Collateralized mortgage obligations Subtotal, debt securities $ $ $ $ $ $ Mutual Funds — — Total temporarily impaired securities $ $ $ $ $ $ At December 31, 2014 Less than 12 months 12 months or longer Total Unrealized Unrealized Unrealized (Dollars in thousands) Fair Value Losses Fair Value Losses Fair Value Losses Mortgage-backed securities $ $ $ $ $ $ Collateralized mortgage obligations Subtotal, debt securities $ $ $ $ $ $ Mutual Funds — — Total temporarily impaired securities $ $ $ $ $ $
Summary of maturities investment securities	September 30, 2015 December 31, 2014 Amortized Estimated Amortized Estimated (Dollars are in thousands) Cost Fair Value Cost Fair Value Available-for-sale: Due in one year or less $ $ $ $ Due after one year through five years Due after five years through ten years Due after ten years Mortgage-backed securities Money market and mutual funds Total $ $ $ $ Held-to-maturity: Due in one year or less $ $ $ $ Due after one year through five years Due after five years through ten years Due after ten years — — — — Mortgage-backed securities Total $ $ $ $

LOANS (Tables)

LOANS (Tables)	9 Months Ended
	Sep. 30, 2015
Loans disclosures
Summary of loans	(Dollars in thousands) September 30, 2015 December 31, 2014 Commercial: Commercial real estate $ $ Commercial business loans Commercial construction Total commercial loans Residential: Residential real estate Residential construction Total residential loans Consumer loans: Home equity & lines of credit Personal Education Automobile Total consumer loans Total loans Allowance for losses ) ) Loans, net $ $
Summary of activity in the allowance for loan losses	Nine Months Ended Year Ended September 30, December 31, (Dollars in thousands) 2015 2014 2014 Balance, beginning of year $ $ $ Provision for loan losses ) Charge-offs ) ) ) Recoveries Balance, end of period $ $ $
Summary of activity in the allowance for loans and recorded investment by loan portfolio	COMMERCIAL RESIDENTIAL CONSUMER September 30, 2015 (Dollars in thousands) Real Estate Business Construction Real Estate Construction Home Equity & Equity Lines Personal Education Auto Unallocated Total Allowance for credit losses: Beginning balance $ $ $ $ $ — $ $ $ $ $ $ Charge-offs ) ) — ) — ) ) ) ) — ) Recoveries — — — Provision (credit) ) ) — ) ) ) ) ) Allowance ending balance $ $ $ $ $ — $ $ $ $ $ — $ Allowance ending balance Individually evaluated for impairment $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — Collectively evaluated for impairment — — Total Allowance $ $ $ $ $ — $ $ $ $ $ — $ Financing receivable: Ending balance Individually evaluated for impairment $ $ $ $ $ $ $ $ — $ — $ — $ Collectively evaluated for impairment — — Total Portfolio $ $ $ $ $ $ $ $ $ $ — $ COMMERCIAL RESIDENTIAL CONSUMER December 31, 2014 (Dollars in thousands) Real Estate Business Construction Real Estate Construction Home Equity & Equity Lines Personal Education Auto Unallocated Total Allowance for credit losses: Beginning balance $ $ $ $ $ — $ $ $ $ $ $ Charge-offs ) ) — ) — ) ) ) ) — ) Recoveries — — — Provision (credit) ) ) ) — ) ) — Allowance ending balance $ $ $ $ $ — $ $ $ $ $ $ Allowance ending balance Individually evaluated for impairment $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — Collectively evaluated for impairment — Total Allowance $ $ $ $ $ — $ $ $ $ $ $ Financing receivable: Ending balance Individually evaluated for impairment $ $ $ $ $ $ $ $ — $ — $ — $ Collectively evaluated for impairment — — Total Portfolio $ $ $ $ $ $ $ $ $ $ — $
Schedule of delinquent and non-accrual loans in the Company's portfolio	Aged Analysis of Past Due and Non-accrual Financing Receivables As of September 30, 2015 Recorded 30-59 60-89 > 90 Investment Days Days Days Total Total >90 Days Past Past Past Past Financing And Non- (Dollars in thousands) Due Due Due Due Current Receivables Accruing Accruing Commercial: Commercial real estate $ % $ — — % $ % $ % $ % $ % $ — $ % Commercial business loans % % % % % % — % Commercial construction — — % — — % — % — % % % — — % Total commercial $ % $ % $ % $ % $ % $ % $ — $ % Residential: Residential real estate $ % $ % $ % $ % $ % $ % $ — $ % Residential construction — — % — — % % — % — — % — % — % Total residential $ % $ % $ % $ % $ % $ % $ — $ % Consumer loans: Home equity & lines of credit $ % $ % $ % $ % $ % $ % $ — $ % Personal % — % — — % % % % — — — % Education % % % % % % — — % Automobile % % — — % % % % — — — % Total consumer $ % $ % $ % $ % $ % $ % $ $ % Total $ % $ % $ % $ % $ % $ % $ $ % Aged Analysis of Past Due and Non-accrual Financing Receivables As of December 31, 2014 Recorded 30-59 60-89 > 90 Investment Days Days Days Total Total >90 Days Past Past Past Past Financing And Non- (Dollars in thousands) Due Due Due Due Current Receivables Accruing Accruing Commercial: Commercial real estate $ % $ — — % $ % $ % $ % $ % $ — $ % Commercial business loans % — — % % % % % — % Commercial construction — — % — — % % % % % — % Total commercial $ % $ — — % $ % $ % $ % $ % $ — $ % Residential: Residential real estate $ % $ % $ % $ % $ % $ % $ — $ % Residential construction — — % — — % % — % — — % — % — % Total residential $ % $ % $ % $ % $ % $ % $ — $ % Consumer loans: Home equity & lines of credit $ % $ % $ % $ % $ % $ % $ — $ % Personal % % — — % % % % — % Education % % % % % % — — % Automobile % % — — % % % % — — — % Total consumer $ % $ % $ % $ % $ % $ % $ $ % Total $ % $ % $ % $ % $ % $ % $ $ %
Summary of loans whose terms were modified in a manner that met the definition of a TDR	September 30, September 30, 2015 2014 (Dollars in thousands) No. of Loans Balance No. of Loans Balance Commercial: Commercial real estate — $ — $ Commercial business loans — — — — Commercial construction — — — — Total commercial — — Residential: Residential real estate Residential construction — — — — Total real estate loans Consumer loans: Home equity & lines of credit Automobile — — Total consumer loans Total loans $ $
Summary of Troubled Debt Restructured Loans	For the Nine Months Ended September 30, 2015 (Dollars in thousands, except number of loans) No. of Loans Balance Loans modified during the period in a manner that met the definition of a TDR $ Modifications granted: Reduction of outstanding principal due — — Deferral of principal amounts due Temporary reduction in interest rate Deferral of interest due — — Below market interest rate granted — — Outstanding principal balance immediately before modification Outstanding principal balance immediately after modification Aggregate principal charge-off recognized on TDRs outstanding at period end since origination — — Outstanding principal balance at period end TDRs that re-defaulted subsequent to being modified (in the past twelve months) — — For the Nine Months Ended September 30, 2014 (Dollars in thousands, except number of loans) No. of Loans Balance Loans modified during the period in a manner that met the definition of a TDR — $ — Modifications granted: Reduction of outstanding principal due — — Deferral of principal amounts due — — Temporary reduction in interest rate — — Deferral of interest due — — Below market interest rate granted — — Outstanding principal balance immediately before modification — — Outstanding principal balance immediately after modification — — Aggregate principal charge-off recognized on TDRs outstanding at period end since origination Outstanding principal balance at period end TDRs that re-defaulted subsequent to being modified (in the past twelve months)
Summary of components of impaired loans	Impaired Loans Year to date September 30, 2015 (Dollars in thousands) Recorded Investment Unpaid Principal Balance Related Allowance Average Recorded Investment Interest Income Recognized Interest Income Recognized Using Cash Basis Impaired loans with no related specific allowance recorded: Commercial Real Estate $ $ $ — $ $ — $ — Commercial Business — — — Commercial Construction — — — Residential Real Estate — — — Residential Construction — — — Home Equity and Lines of Credit — — — Personal — — — — — Education — — — — — — Auto — — — — — Total Impaired Loans: $ $ $ — $ $ — $ — Commercial $ $ $ — $ $ — $ — Residential — — — Consumer — — — Total $ $ $ — $ $ — $ — Impaired Loans For the Year Ended December 31, 2014 (Dollars in thousands) Recorded Investment Unpaid Principal Balance Related Allowance Average Recorded Investment Interest Income Recognized Interest Income Recognized Using Cash Basis Impaired loans with no related specific allowance recorded: Commercial Real Estate $ $ $ — $ $ — $ — Commercial Business — — — Commercial Construction — — — Residential Real Estate — — — Residential Construction — — — Home Equity and Lines of Credit — — — Personal — — — Education — — — — — — Auto — — — — — Total Impaired Loans: $ $ $ — $ $ — $ — Commercial $ $ $ — $ — — Residential — — — Consumer — — — Total $ $ $ — $ $ — $ —
Consumer
Loans disclosures
Schedule of amounts and percentage of the portfolio of classified asset categories	Consumer Credit Exposure Credit Risk Profile Based on Payment Activity (Dollars in thousands) September 30, 2015 Home Equity & Lines of Credit Personal Education Auto Total Performing $ % $ % $ % $ % $ % Non-performing % — — % % — — % % Total $ % $ % $ % $ % $ % December 31, 2014 Home Equity & Lines of Credit Personal Education Auto Total Performing $ % $ % $ % $ % $ % Non-performing % — % % — — % % Total $ % $ % $ % $ % $ %
Commercial and residential loans
Loans disclosures
Schedule of amounts and percentage of the portfolio of classified asset categories	Commercial and Residential Loans Credit Risk Internally Assigned (Dollars in thousands) September 30, 2015 Commercial Commercial Commercial Residential Residential Real Estate Business Construction Real Estate Construction Total Grade Pass $ % $ % $ % $ % $ % $ % Special Mention % % — — % — — % — — % % Substandard % % — % % % % Doubtful — — % — — % — — % — — % — — % — — % Total $ % $ % $ % $ % $ % $ % December 31, 2014 Commercial Commercial Commercial Residential Residential Real Estate Business Construction Real Estate Construction Total Grade Pass $ % $ % $ % $ % $ % $ % Special Mention % % — — % — — % — — % % Substandard % % % % % % Doubtful — — % — — % — — % — — % — — % — — % Total $ % $ % $ % $ % $ % $ %

GOODWILL AND OTHER INTANGIBLES

GOODWILL AND OTHER INTANGIBLES (Tables)	9 Months Ended
	Sep. 30, 2015
GOODWILL AND OTHER INTANGIBLES
Schedule of goodwill and other intangibles	(Dollars in thousands) Goodwill Intangibles Balance at January 1, 2015 $ $ Additions — Amortization — ) Balance at September 30, 2015 $ $

OTHER ASSETS (Tables)

OTHER ASSETS (Tables)	9 Months Ended
	Sep. 30, 2015
OTHER ASSETS.
Schedule of other assets	September 30, December 31, (Dollars in thousands) 2015 2014 Investments in affordable housing and other partnerships $ $ Net deferred tax assets Other real estate Fixed assets held for sale Mortgage servicing rights Prepaid and other assets Total other assets $ $

DEPOSITS (Tables)

DEPOSITS (Tables)	9 Months Ended
	Sep. 30, 2015
DEPOSITS
Schedule of major classifications of deposits	September 30, % of Total December 31, % of Total (Dollars in thousands) 2015 Deposits 2014 Deposits Non-interest bearing deposits $ % $ % Interest-earning checking accounts % % Stock subscription proceeds deposited in interest bearing account (1) — — % % Municipal checking accounts % % Money market accounts % % Savings accounts % % Certificates of deposit % % Total deposits $ % $ % (1) Additional stock subscription proceeds of $19.1 million were held in escrow in various deposit accounts at December 31, 2014.

BORROWED FUNDS (Tables)

BORROWED FUNDS (Tables)	9 Months Ended
	Sep. 30, 2015
BORROWED FUNDS
Schedule of borrowed funds	(Dollars in thousands) September 30, 2015 December 31, 2014 FHLB advances $ $ Statutory trust debenture Total borrowed funds $ $

REGULATORY CAPITAL REQUIREMEN39

REGULATORY CAPITAL REQUIREMENTS (Tables)	9 Months Ended
	Sep. 30, 2015
Summary of bank's actual capital amounts and ratios	To Be Well Capitalized For Capital Under Prompt Corrective Actual Adequacy Purposes Action Provisions (Dollars in thousands) Capital Amount Ratio Capital Amount Ratio Capital Amount Ratio As of September 30, 2015: Tier 1 Leverage (to average assets) $ % $ % $ % Common Equity Tier 1 Capital (to risk weighted assets) % % % Tier 1 Capital (to risk weighted assets) % % % Total Capital (to risk weighted assets) % % %
The Bank
Summary of bank's actual capital amounts and ratios	To Be Well Capitalized For Capital Under Prompt Corrective Actual Adequacy Purposes Action Provisions (Dollars in thousands) Capital Amount Ratio Capital Amount Ratio Capital Amount Ratio As of September 30, 2015: Tier 1 Leverage (to average assets) $ % $ % $ % Common Equity Tier 1 Capital (to risk weighted assets) % % % Tier 1 Capital (to risk weighted assets) % % % Total Capital (to risk weighted assets) % % % As of December 31, 2014: Tier 1 Capital (to average assets) $ % $ % $ % Tier 1 Capital (to risk weighted assets) % % % Total Capital (to risk weighted assets) % % %

PENSION AND OTHER POSTRETIREM40

PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS (Tables)	9 Months Ended
	Sep. 30, 2015
PENSION AND OTHER POSTRETIREMENT BENEFITS
Schedule of components of net pension cost	(Dollars in thousands) Pension Benefits Other Postretirement Benefits Three Months Ended September 30, Three Months Ended September 30, 2015 2014 2015 2014 Service cost $ — $ — $ $ Interest cost Expected return on assets ) ) — — Amortization of loss Amortization of prior service cost — — ) ) Amortization of transition obligation — — — Net periodic pension (benefit) cost $ ) $ ) $ $ (Dollars in thousands) Pension Benefits Other Postretirement Benefits Nine Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Service cost $ — $ — $ $ Interest cost Expected return on assets ) ) — — Amortization of loss Amortization of prior service cost — — ) ) Amortization of transition obligation — — — Net periodic pension (benefit) cost $ ) $ ) $ $

STOCK BASED COMPENSATION (Table

STOCK BASED COMPENSATION (Tables)	9 Months Ended
	Sep. 30, 2015
STOCK BASED COMPENSATION
Summary of non-vested stock award activity	Summary of Non-vested Stock Award Activity Number of Shares Weighted Average Grant Price Non-vested Stock Awards outstanding, January 1, 2015 $ Issued Vested ) Forfeited ) Non-vested Stock Awards outstanding, September 30, 2015 Summary of Non-vested Stock Award Activity Number of Shares Weighted Average Grant Price Non-vested Stock Awards outstanding, January 1, 2014 $ Issued Vested ) Forfeited ) Non-vested Stock Awards outstanding, September 30, 2014
Summary of stock option activity	Number of Options Weighted Exercise Price per Shares January 1, 2015 $ Granted Exercised ) Forfeited ) Expired ) September 30, 2015 Number of Options Weighted Exercise Price per Shares January 1, 2014 $ Granted Exercised ) Forfeited ) Expired ) September 30, 2014
Schedule of weighted average assumptions used to calculate the fair value of the options	For the Nine Months Ended September 30, 2015 2014 Weighted average fair value of options granted $ $ Weighted average risk-free rate of return % % Weighted average expected option life in months Weighted average expected volatility % % Expected dividends $ — $ —

FAIR VALUE OF FINANCIAL INSTR42

FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)	9 Months Ended
	Sep. 30, 2015
FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair value of assets and liabilities measured on a recurring basis	Those assets which will continue to be measured at fair value on a recurring basis are as follows at September 30, 2015: Category Used for Fair Value Measurement (Dollars in thousands) Level 1 Level 2 Level 3 Total Assets: Mortgage servicing rights $ — $ — $ $ Investment securities available for sale: U.S. GSE and agency notes — — GNMA guaranteed mortgage certificates — — Collateralized mortgage obligations (“CMOs”) GSE CMOs — — GSE mortgage-backed securities — — Municipal bonds General obligation municipal bonds — — Revenue municipal bonds — — Corporate securities — — Money market funds — — Mutual funds — — Interest rate swap agreements — — Total Assets $ $ $ $ Liabilities: Interest rate swap agreements Total Liabilities $ — $ $ — $ $ — $ $ — $ Those assets which will continue to be measured at fair value on a recurring basis are as follows at December 31, 2014: Category Used for Fair Value Measurement (Dollars in thousands) Level 1 Level 2 Level 3 Total Assets: Mortgage servicing rights $ — $ — $ $ Investment securities available for sale: U.S. GSE and agency notes — — GNMA guaranteed mortgage certificates — — Collateralized mortgage obligations (“CMOs”) GSE CMOs — — GSE mortgage-backed securities — — Municipal bonds General obligation municipal bonds — — Revenue municipal bonds — — Money market funds — — Mutual funds — — Interest rate swap agreements — — Total Assets $ $ $ $ Liabilities: Interest rate swap agreements $ — $ $ — $ Total Liabilities $ — $ $ — $
Summary of assets measured at fair value on a recurring basis using significant unobservable inputs	Level 3 Investments Only Nine Months Ended September 30, 2015 September 30, 2014 (Dollars in thousands) Mortgage Servicing Rights Mortgage Servicing Rights Balance, January 1, $ $ Additions Payments ) ) Decrease in fair value due to changes in valuation inputs or assumptions ) ) Balance, September 30, $ $
Assets measured at fair value on a nonrecurring basis	Balance Transferred YTD (Dollars in thousands) September 30, 2015 Level 1 Level 2 Level 3 Gains/(Losses) Impaired loans $ $ — $ — $ $ ) Other real estate owned — — ) Balance Transferred YTD (Dollars in thousands) September 30, 2014 Level 1 Level 2 Level 3 Gains/(Losses) Impaired loans $ $ — $ — $ $ ) Other real estate owned — — )
Schedule of carrying and estimated fair value of financial assets and liabilities	Fair Value of Financial Instruments At September 30, 2015 At December 31, 2014 Estimated Estimated Fair Value Carrying Fair Carrying Fair (Dollars in thousands) Hierarchy Level Amount Value Amount Value Assets: Cash and cash equivalents Level 1 $ $ $ $ Securities available for sale See previous table Securities held to maturity Level 2 FHLB stock Level 3 Loans, net Level 3 Loans held for sale Level 2 Mortgage servicing rights Level 3 Interest rate swaps Level 2 Accrued interest receivable Level 3 Liabilities: Deposits Level 2 Borrowed funds Level 2 Interest rate swaps Level 2 Accrued interest payable Level 2

MORTGAGE SERVICING RIGHTS (Tabl

MORTGAGE SERVICING RIGHTS (Tables)	9 Months Ended
	Sep. 30, 2015
MORTGAGE SERVICING RIGHTS
Schedule of residential MSRs	Residential Mortgage Servicing Rights For the Nine Months Ended September 30, Dollars in thousands 2015 2014 Balance, January 1, $ $ Additions Increases (decreases) in fair value due to: Changes in valuation input or assumptions ) ) Paydowns ) ) Balance, September 30, $ $
Schedule of residential MSRs' favorable and unfavorable changes in key economic assumptions	Residential Residential Mortgage Servicing Rights Mortgage Servicing Rights (Dollars in thousands) September 30, 2015 September 30, 2014 Fair value of residential mortgage servicing rights $ $ Weighted average life (years) 5.5 years 5.6 years Prepayment speed % % Effect on fair value of a 20% increase $ ) $ ) Effect on fair value of a 10% increase ) ) Effect on fair value of a 10% decrease Effect on fair value of a 20% decrease Discount rate % % Effect on fair value of a 20% increase $ ) $ ) Effect on fair value of a 10% increase ) ) Effect on fair value of a 10% decrease Effect on fair value of a 20% decrease Escrow earnings credit % % Effect on fair value of a 20% increase $ $ Effect on fair value of a 10% increase Effect on fair value of a 10% decrease ) ) Effect on fair value of a 20% decrease ) )

DERIVATIVE FINANCIAL INSTRUME44

DERIVATIVE FINANCIAL INSTRUMENTS (Tables)	9 Months Ended
	Sep. 30, 2015
DERIVATIVE FINANCIAL INSTRUMENTS
Schedule of fair value of derivative financial instruments and classification on the consolidated statements of condition	As of September 30, 2015 Asset derivatives Liability derivatives (Dollars in thousands) Notional amount Fair value (1) Notional amount Fair value (2) Interest rate swap agreements $ $ $ $ Total derivatives $ $ $ $ (1) Included in other assets in our Consolidated Statements of Financial Condition. (2) Included in other liabilities in our Consolidated Statements of Financial Condition. As of December 31, 2014 Asset derivatives Liability derivatives (dollars in thousands) Notional amount Fair value (1) Notional amount Fair value (2) Interest rate swap agreements $ $ $ $ Total derivatives $ $ $ $ (1) Included in other assets in our Consolidated Statements of Financial Condition. (2) Included in other liabilities in our Consolidated Statements of Financial Condition.
Schedule of offsetting of derivative assets	Offsetting of Derivative Assets As of September 30, 2015 Gross Amounts of Gross Amounts Offset in the Net Amounts of Assets presented in Gross Amounts Not Offset in the Statement of Financial Condition Recognized Assets (1) Statement of Financial Condition the Statement of Financial Condition Financial Instruments Collateral Received Net Amount Interest rate swaps $ $ — $ $ — $ — $ (1) - Balance includes accrued interest receivable/payable and credit valuation adjustments. Offsetting of Derivative Assets As of December 31, 2014 Gross Amounts of Gross Amounts Offset in the Net Amounts of Assets presented in Gross Amounts Not Offset in the Statement of Financial Condition Recognized Assets (1) Statement of Financial Condition the Statement of Financial Condition Financial Instruments Collateral Received Net Amount Interest rate swaps $ $ — $ $ — $ — $ (1) - Balance includes accrued interest receivable/payable and credit valuation adjustments.
Schedule of offsetting of derivative liabilities	Offsetting of Derivative Liabilities As of September 30, 2015 Gross Amounts of Gross Amounts Offset in the Net Amounts of Liabilities presented in Gross Amounts Not Offset in the Statement of Financial Condition Recognized Liabilities (1) Statement of Financial Condition the Statement of Financial Condition Financial Instruments Collateral Posted Net Amount Interest rate swaps $ $ — $ $ — $ $ (1) - Balance includes accrued interest receivable/payable and credit valuation adjustments. Offsetting of Derivative Liabilities As of December 31, 2014 Gross Amounts of Gross Amounts Offset in the Net Amounts of Liabilities presented in Gross Amounts Not Offset in the Statement of Financial Condition Recognized Liabilities (1) Statement of Financial Condition the Statement of Financial Condition Financial Instruments Collateral Posted Net Amount Interest rate swaps $ $ — $ $ — $ $ ) (1) - Balance includes accrued interest receivable/payable and credit valuation adjustments.

SUMMARY OF SIGNIFICANT ACCOUN45

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	9 Months Ended
	Sep. 30, 2015item
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of reportable operating segments	1

NATURE OF OPERATIONS (Details)

NATURE OF OPERATIONS (Details) $ / shares in Units, $ in Millions	Jan. 12, 2015USD ($)$ / sharesshares	Sep. 30, 2015shares	Dec. 31, 2014shares
Existing outstanding common stock shares for conversion		82,830,717	82,698,392
Second-step conversion and stock offering
Gross proceeds from common stock | $	$ 503.8
Issuance of common shares (in shares)	50,383,817
Price per share (in dollars per share) | $ / shares	$ 10
Existing outstanding common stock shares for conversion	29,394,417
Exchange ratio	1.0999	1.0999
Second-step conversion and stock offering | Bank's employee savings and stock ownership plan
Issuance of common shares (in shares)	2,015,352	2,015,352
Exchange ratio		1.0999

NATURE OF OPERATIONS (Details 2

NATURE OF OPERATIONS (Details 2) $ in Thousands	Oct. 21, 2015USD ($)	Sep. 30, 2015USD ($)item	Jun. 30, 2015USD ($)location	Dec. 31, 2014USD ($)
Assets		$ 4,728,164		$ 4,751,522
Deposits		$ 3,353,366		$ 3,879,709
Conestoga Bank | Subsequent Event
Consideration expressed as percentage of tangible book value	160.00%
Limit of Bank Tangible Book Value for payment of dividend under Stock Purchase Agreement	$ 65,625
Conestoga Bank | Subsequent Event | Maximum | Forecast
Cash payment transaction value	$ 105,000
The Bank
Percentage of outstanding common stock		100.00%
Number of offices | item		56
Conestoga Bank
Assets			$ 712,000
Loans			506,000
Deposits			$ 530,000
Number of locations | location			14

CHANGES IN AND RECLASSIFICATI48

CHANGES IN AND RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Changes in the balances of each component of accumulated other comprehensive income
BALANCE, beginning	$ 610,894
Changes in other comprehensive income (loss) before reclassifications:
Unrealized losses on AFS securities transferred to HTM		$ (3,426)
Accretion of unrealized losses on AFS securities transferred to HTM	394	319
Total other comprehensive income (loss)	2,679	5,228
BALANCE, ending	1,111,748
Accumulated Other Comprehensive Loss
Changes in the balances of each component of accumulated other comprehensive income
BALANCE, beginning	(22,663)	(21,354)
Changes in other comprehensive income (loss) before reclassifications:
Amount before reclassifications	1,363	8,328
Unrealized losses on AFS securities transferred to HTM		(3,426)
Accretion of unrealized losses on AFS securities transferred to HTM	394	319
Amount reclassified from accumulated other comprehensive loss	922	7
Total other comprehensive income (loss)	2,679	5,228
BALANCE, ending	(19,984)	(16,126)
Net unrealized holding gains (losses) on available-for-sale securities
Changes in the balances of each component of accumulated other comprehensive income
BALANCE, beginning	2,711	(5,078)
Changes in other comprehensive income (loss) before reclassifications:
Amount before reclassifications	1,363	8,328
Unrealized losses on AFS securities transferred to HTM		(3,426)
Accretion of unrealized losses on AFS securities transferred to HTM	394	319
Amount reclassified from accumulated other comprehensive loss	9	(395)
Total other comprehensive income (loss)	1,766	4,826
BALANCE, ending	4,477	(252)
Defined benefit pension plan items
Changes in the balances of each component of accumulated other comprehensive income
BALANCE, beginning	(25,374)	(16,276)
Changes in other comprehensive income (loss) before reclassifications:
Amount reclassified from accumulated other comprehensive loss	913	402
Total other comprehensive income (loss)	913	402
BALANCE, ending	$ (24,461)	$ (15,874)

CHANGES IN AND RECLASSIFICATI49

CHANGES IN AND RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Details 2) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Reclassifications out of AOCI by component
Net loss (gain) on sale of investment securities	$ 5	$ (328)	$ 14	$ (625)
Income tax (benefit) expense	2,865	2,622	7,818	4,059
Net of tax	$ (5,835)	$ (6,524)	(18,143)	(13,571)
Net unrealized holding gains (losses) on available-for-sale securities
Reclassifications out of AOCI by component
Reclassification after tax			9	(395)
Net unrealized holding gains (losses) on available-for-sale securities | Amount reclassified from accumulated other comprehensive loss
Reclassifications out of AOCI by component
Net loss (gain) on sale of investment securities			14	(625)
Income tax (benefit) expense			(5)	230
Net of tax			9	(395)
Defined benefit pension plan items
Reclassifications out of AOCI by component
Reclassification after tax			913	402
Defined benefit pension plan items | Amount reclassified from accumulated other comprehensive loss
Reclassifications out of AOCI by component
Reclassification before tax			1,601	799
Tax effect of reclassification			(688)	(397)
Reclassification after tax			913	402
Net transition asset or obligation | Amount reclassified from accumulated other comprehensive loss
Reclassifications out of AOCI by component
Reclassification before tax				122
Net prior service cost or credit | Amount reclassified from accumulated other comprehensive loss
Reclassifications out of AOCI by component
Reclassification before tax			(389)	(395)
Net recognized actuarial gains or losses | Amount reclassified from accumulated other comprehensive loss
Reclassifications out of AOCI by component
Reclassification before tax			$ 1,990	$ 1,072

EARNINGS PER SHARE (Details)

EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Basic and diluted earnings per share:
Net income	$ 5,835	$ 6,524	$ 18,143	$ 13,571
Basic average common shares outstanding	78,544,306	80,151,399	78,458,062	80,900,002
Effect of dilutive securities	789,843	701,070	705,016	674,368
Dilutive average shares outstanding	79,334,149	80,852,469	79,163,078	81,574,370
Net earnings per share
Basic	$ 0.07	$ 0.08	$ 0.23	$ 0.17
Diluted	$ 0.07	$ 0.08	$ 0.23	$ 0.17

EARNINGS PER SHARE (Details 2)

EARNINGS PER SHARE (Details 2)	Jan. 12, 2015	Sep. 30, 2015shares	Sep. 30, 2014shares	Sep. 30, 2015shares	Sep. 30, 2014shares
Second-step conversion and stock offering
Anti-dilutive securities disclosures
Stockholders' Equity Note, Stock Split, Conversion Ratio	1.0999			1.0999
Stock Options
Anti-dilutive securities disclosures
Antidilutive securities excluded from computation of earnings per share amount		863,172	734,183	863,172	734,183
Restricted Stock
Anti-dilutive securities disclosures
Antidilutive securities excluded from computation of earnings per share amount		687		687

INVESTMENT SECURITIES (Details)

INVESTMENT SECURITIES (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Amortized cost and estimated fair value of investments in debt and equity securities
Investment securities available-for-sale, amortized cost	$ 667,377		$ 748,858
Investment securities available-for-sale , gross unrealized gain	11,553		12,296
Investment securities available-for-sale , gross unrealized losses	410		3,320
Investment securities available-for-sale, estimated fair value	678,520		757,834
lnvestment securities held-to-maturity, amortized cost	720,999		727,755
Investment securities held-to-maturity , gross unrealized gains	9,892		6,568
Investment securities held-to-maturity , gross unrealized losses	1,171		2,734
Investment securities held-to-maturity, estimated fair value	729,720		731,589
Gains and losses on investments
Gain (loss) on sale on investment	(14)	$ 625
U. S. GSE and agency notes
Amortized cost and estimated fair value of investments in debt and equity securities
Investment securities available-for-sale, amortized cost	6,644		8,538
Investment securities available-for-sale , gross unrealized gain	76		76
Investment securities available-for-sale, estimated fair value	6,720		8,614
GNMA guaranteed mortgage certificates
Amortized cost and estimated fair value of investments in debt and equity securities
Investment securities available-for-sale, amortized cost	4,542		5,038
Investment securities available-for-sale , gross unrealized gain	166		194
Investment securities available-for-sale, estimated fair value	4,708		5,232
GSE mortgage-backed securities
Amortized cost and estimated fair value of investments in debt and equity securities
Investment securities available-for-sale, amortized cost	565,355		641,952
Investment securities available-for-sale , gross unrealized gain	9,614		9,981
Investment securities available-for-sale , gross unrealized losses	209		2,985
Investment securities available-for-sale, estimated fair value	574,760		648,948
lnvestment securities held-to-maturity, amortized cost	677,540		677,501
Investment securities held-to-maturity , gross unrealized gains	8,980		6,202
Investment securities held-to-maturity , gross unrealized losses	1,079		2,507
Investment securities held-to-maturity, estimated fair value	685,441		681,196
Gains and losses on investments
Gross unrealized losses, available-for-sale and held-to-maturity securities	1,300
GSE Collateralized Mortgage Obligations (CMOs)
Amortized cost and estimated fair value of investments in debt and equity securities
Investment securities available-for-sale, amortized cost	35,560
Investment securities available-for-sale , gross unrealized gain	43
Investment securities available-for-sale , gross unrealized losses	166
Investment securities available-for-sale, estimated fair value	35,437
lnvestment securities held-to-maturity, amortized cost	40,709
Investment securities held-to-maturity , gross unrealized gains	787
Investment securities held-to-maturity , gross unrealized losses	92
Investment securities held-to-maturity, estimated fair value	41,404
Gains and losses on investments
Gross unrealized losses, available-for-sale and held-to-maturity securities	258
Collateralized mortgage obligations
Amortized cost and estimated fair value of investments in debt and equity securities
Investment securities available-for-sale, amortized cost			45,494
Investment securities available-for-sale , gross unrealized gain			59
Investment securities available-for-sale , gross unrealized losses			283
Investment securities available-for-sale, estimated fair value			45,270
lnvestment securities held-to-maturity, amortized cost			47,384
Investment securities held-to-maturity , gross unrealized gains			264
Investment securities held-to-maturity , gross unrealized losses			227
Investment securities held-to-maturity, estimated fair value			47,421
Municipal bonds
Amortized cost and estimated fair value of investments in debt and equity securities
Investment securities available-for-sale, amortized cost	30,494		44,378
Investment securities available-for-sale , gross unrealized gain	1,528		1,986
Investment securities available-for-sale, estimated fair value	32,022		46,364
lnvestment securities held-to-maturity, amortized cost	750		870
Investment securities held-to-maturity , gross unrealized gains	80		91
Investment securities held-to-maturity, estimated fair value	830		961
Corporate securities
Amortized cost and estimated fair value of investments in debt and equity securities
Investment securities available-for-sale, amortized cost	11,986
Investment securities available-for-sale , gross unrealized gain	126
Investment securities available-for-sale, estimated fair value	12,112
Money market, mutual funds and certificates of deposit
Amortized cost and estimated fair value of investments in debt and equity securities
Investment securities available-for-sale, amortized cost	12,796		3,458
Investment securities available-for-sale , gross unrealized losses	35		52
Investment securities available-for-sale, estimated fair value	12,761		3,406
Foreign bonds
Amortized cost and estimated fair value of investments in debt and equity securities
lnvestment securities held-to-maturity, amortized cost	2,000		2,000
Investment securities held-to-maturity , gross unrealized gains	45		11
Investment securities held-to-maturity, estimated fair value	2,045		$ 2,011
Mutual funds
Gains and losses on investments
Gross unrealized losses, available-for-sale and held-to-maturity securities	35
Mutual funds | The Bank
Gains and losses on investments
Proceeds from sale of marketable securities	270
Gain (loss) on sale on investment	$ (14)

INVESTMENT SECURITIES (Details

INVESTMENT SECURITIES (Details 2) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Temporarily impaired securities
Fair value of securities in a continuous unrealized loss position less than twelve months	$ 211,147	$ 70,236
Unrealized losses less than twelve months	811	370
Fair value of securities in a continuous unrealized loss position twelve months or longer	155,582	420,377
Unrealized losses twelve months or longer	770	5,684
Fair value of securities in a continuous unrealized loss position	366,729	490,613
Total unrealized losses	1,581	6,054
Mortgage-backed securities
Temporarily impaired securities
Fair value of securities in a continuous unrealized loss position less than twelve months	211,140	38,246
Unrealized losses less than twelve months	810	200
Fair value of securities in a continuous unrealized loss position twelve months or longer	114,907	396,600
Unrealized losses twelve months or longer	478	5,292
Fair value of securities in a continuous unrealized loss position	326,047	434,846
Total unrealized losses	1,288	5,492
Collateralized mortgage obligations
Temporarily impaired securities
Fair value of securities in a continuous unrealized loss position less than twelve months	7	31,990
Unrealized losses less than twelve months	1	170
Fair value of securities in a continuous unrealized loss position twelve months or longer	40,042	22,881
Unrealized losses twelve months or longer	257	340
Fair value of securities in a continuous unrealized loss position	40,049	54,871
Total unrealized losses	258	510
Debt securities
Temporarily impaired securities
Fair value of securities in a continuous unrealized loss position less than twelve months	211,147	70,236
Unrealized losses less than twelve months	811	370
Fair value of securities in a continuous unrealized loss position twelve months or longer	154,949	419,481
Unrealized losses twelve months or longer	735	5,632
Fair value of securities in a continuous unrealized loss position	366,096	489,717
Total unrealized losses	1,546	6,002
Mutual funds
Temporarily impaired securities
Fair value of securities in a continuous unrealized loss position twelve months or longer	633	896
Unrealized losses twelve months or longer	35	52
Fair value of securities in a continuous unrealized loss position	633	896
Total unrealized losses	$ 35	$ 52

INVESTMENT SECURITIES (Detail54

INVESTMENT SECURITIES (Details 3)	Sep. 30, 2015
GSE mortgage-backed securities
Summary of the significant inputs used in estimating potential credit losses for pooled trust preferred securities
Percentage of unrealized loss for securities in unrealized loss position for greater than 12 months	0.40%
Percentage of unrealized loss for securities in unrealized loss position for less than 12 months	0.40%
GSE Collateralized Mortgage Obligations (CMOs)
Summary of the significant inputs used in estimating potential credit losses for pooled trust preferred securities
Percentage of unrealized loss for securities in unrealized loss position for greater than 12 months	0.60%
Percentage of unrealized loss for securities in unrealized loss position for less than 12 months	0.60%

INVESTMENT SECURITIES (Detail55

INVESTMENT SECURITIES (Details 4) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Available-for-sale, amortized cost
Due in one year or less, amortized cost	$ 355	$ 347
Due after one year through five years, amortized cost	4,685	8,268
Due after five years through ten years, amortized cost	24,038	28,870
Due after ten years, amortized cost	20,046	15,431
Mortgage-backed securities, amortized cost	605,457	692,484
Money market and mutual funds, amortized cost	12,796	3,458
Investment securities available-for-sale, amortized cost	667,377	748,858
Available-for-sale, fair value
Due in one year or less, fair value	355	352
Due after one year through five years, fair value	4,838	8,531
Due after five years through ten years, fair value	24,719	29,666
Due after ten years, fair value	20,942	16,429
Mortgage-backed securities, fair value	614,905	699,450
Money market and mutual funds, fair value	12,761	3,406
Investment securities available-for-sale, estimated fair value	678,520	757,834
Held-to-maturity, amortized cost
Due in one year or less, amortized cost	120	1,620
Due after one year through five years, amortized cost	2,505	995
Due after five years through ten years, amortized cost	125	255
Mortgage-backed securities, amortized cost	718,249	724,885
lnvestment securities held-to-maturity, amortized cost	720,999	727,755
Held-to-maturity, fair value
Due in one year or less, fair value	124	1,623
Due after one year through five years, fair value	2,604	1,052
Due after five years through ten years, fair value	147	297
Mortgage-backed securities, fair value	726,845	728,617
Investment securities held-to-maturity, estimated fair value	$ 729,720	$ 731,589

INVESTMENT SECURITIES (Detail56

INVESTMENT SECURITIES (Details 5) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Investment disclosures
Federal Home Loan Bank stock	$ 8,786	$ 8,830
Interest rate swaps
Investment disclosures
Securities pledged as collateral	344	317
Municipal Deposits
Investment disclosures
Securities pledged as collateral	$ 89,100	$ 127,100

LOANS (Details)

LOANS (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015USD ($)	Sep. 30, 2014USD ($)	Sep. 30, 2015USD ($)item	Sep. 30, 2014USD ($)	Dec. 31, 2014USD ($)	Dec. 31, 2013USD ($)
Loans disclosures
Total loans	$ 2,756,346		$ 2,756,346		$ 2,421,745
Allowance for loan losses	(47,674)	$ (51,714)	(47,674)	$ (51,714)	(50,654)	$ (55,649)
Net loans	2,708,672		2,708,672		2,371,091
Loans activity
Mortgage banking income	170	$ 211	564	$ 451
Shared national credits
Loans disclosures
Total loans	212,100		212,100
Loans activity
Minimum loan commitment amount shared by banks	20,000		20,000
Amount of leveraged lending transactions	115,300		$ 115,300
Shared national credits | Minimum
Loans activity
Number of banks which shares amount of loan commitments | item			3
Term of variable rate loans			1 year
Shared national credits | Maximum
Loans activity
Total amount of leveraged loans			$ 150,000
Single obligor leveraged loans amount			$ 15,000
Single industry concentrations (as a percent)			30.00%
Term of variable rate loans			7 years
Commercial
Loans disclosures
Total loans	1,411,937		$ 1,411,937		1,120,976
Commercial | Real estate
Loans disclosures
Total loans	854,528		854,528		609,646
Allowance for loan losses	(19,917)		(19,917)		(18,016)	(22,089)
Loans activity
Amount of loans held that relate to a participation in a portfolio of multi-family loans	231,000		231,000
Commercial | Business loans
Loans disclosures
Total loans	476,874		476,874		442,190
Allowance for loan losses	(17,387)		(17,387)		(18,264)	(19,301)
Commercial | Construction
Loans disclosures
Total loans	80,535		80,535		69,140
Allowance for loan losses	(1,301)		(1,301)		(2,343)	(3,188)
Residential
Loans disclosures
Total loans	721,757		721,757		668,068
Loans activity
Loans held for sale	177,000		177,000		1,500
Residential mortgage loans sold	5,000		14,700
Mortgage banking income	170		$ 564
Servicing fee (as a percent)			0.25%
Residential | Real estate
Loans disclosures
Total loans	721,498		$ 721,498		667,800
Allowance for loan losses	(1,754)		(1,754)		(1,960)	(2,200)
Loans activity
Purchase of loans			40,600
Residential | Construction
Loans disclosures
Total loans	259		259		268
Consumer
Loans disclosures
Total loans	622,652		622,652		632,701
Consumer | Home equity and lines of credit
Loans disclosures
Total loans	230,308		230,308		227,055
Allowance for loan losses	(2,585)		(2,585)		(2,669)	(3,133)
Consumer | Personal
Loans disclosures
Total loans	22,367		22,367		28,668
Allowance for loan losses	(702)		(702)		(1,957)	(2,687)
Consumer | Education
Loans disclosures
Total loans	185,852		185,852		195,185
Allowance for loan losses	(118)		(118)		(285)	(306)
Consumer | Automobile
Loans disclosures
Total loans	184,125		184,125		181,793
Allowance for loan losses	$ (3,910)		$ (3,910)		$ (4,610)	$ (2,195)

LOANS (Details 2)

LOANS (Details 2) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014	Sep. 30, 2015	Jun. 30, 2015	Dec. 31, 2014
Allowance for credit losses:
Balance, beginning of year	$ 50,654	$ 55,649	$ 55,649
Provision (credit) for loan losses	(3,600)	200	200
Charge-offs	(3,405)	(11,419)	(14,529)
Recoveries	4,025	7,284	9,334
Balance, end of period	47,674	51,714	50,654
Allowance for credit losses:
Collectively evaluated for impairment				$ 47,674		$ 50,654
Total Allowance	$ 50,654	55,649	55,649	47,674		50,654
Financing receivables:
Individually evaluated for impairment				33,121		38,152
Collectively evaluated for impairment				2,723,225		2,383,593
Total Portfolio				2,756,346		2,421,745
Collateral or discounted cash flow deficiency for loans, period when charged off	90 days
Unallocated
Allowance for credit losses:
Balance, beginning of year	$ 550	550	550
Provision (credit) for loan losses	(550)
Balance, end of period			550
Allowance for credit losses:
Collectively evaluated for impairment						550
Total Allowance	550	550	550		$ 477	550
Commercial
Financing receivables:
Total Portfolio				1,411,937		1,120,976
Commercial | Real estate
Allowance for credit losses:
Balance, beginning of year	18,016	22,089	22,089
Provision (credit) for loan losses	1,588		(1,381)
Charge-offs	(320)		(5,804)
Recoveries	633		3,112
Balance, end of period	19,917		18,016
Allowance for credit losses:
Collectively evaluated for impairment				19,917		18,016
Total Allowance	18,016	22,089	22,089	19,917		18,016
Financing receivables:
Individually evaluated for impairment				17,062		17,984
Collectively evaluated for impairment				837,466		591,662
Total Portfolio				854,528		609,646
Commercial | Business loans
Allowance for credit losses:
Balance, beginning of year	18,264	19,301	19,301
Provision (credit) for loan losses	(2,523)		(198)
Charge-offs	(684)		(5,338)
Recoveries	2,330		4,499
Balance, end of period	17,387		18,264
Allowance for credit losses:
Collectively evaluated for impairment				17,387		18,264
Total Allowance	18,264	19,301	19,301	17,387		18,264
Financing receivables:
Individually evaluated for impairment				2,474		4,172
Collectively evaluated for impairment				474,400		438,018
Total Portfolio				476,874		442,190
Commercial | Construction
Allowance for credit losses:
Balance, beginning of year	2,343	3,188	3,188
Provision (credit) for loan losses	(1,144)		(1,578)
Recoveries	102		733
Balance, end of period	1,301		2,343
Allowance for credit losses:
Collectively evaluated for impairment				1,301		2,343
Total Allowance	2,343	3,188	3,188	1,301		2,343
Financing receivables:
Individually evaluated for impairment				41		1,419
Collectively evaluated for impairment				80,494		67,721
Total Portfolio				80,535		69,140
Residential
Financing receivables:
Total Portfolio				721,757		668,068
Residential | Real estate
Allowance for credit losses:
Balance, beginning of year	1,960	2,200	2,200
Provision (credit) for loan losses	31		374
Charge-offs	(252)		(702)
Recoveries	15		88
Balance, end of period	1,754		1,960
Allowance for credit losses:
Collectively evaluated for impairment				1,754		1,960
Total Allowance	1,960	2,200	2,200	1,754		1,960
Financing receivables:
Individually evaluated for impairment				11,268		12,003
Collectively evaluated for impairment				710,230		655,797
Total Portfolio				721,498		667,800
Residential | Construction
Financing receivables:
Individually evaluated for impairment				259		268
Total Portfolio				259		268
Consumer
Financing receivables:
Total Portfolio				622,652		632,701
Consumer | Home equity and lines of credit
Allowance for credit losses:
Balance, beginning of year	2,669	3,133	3,133
Provision (credit) for loan losses	284		(482)
Charge-offs	(503)		(180)
Recoveries	135		198
Balance, end of period	2,585		2,669
Allowance for credit losses:
Collectively evaluated for impairment				2,585		2,669
Total Allowance	2,669	3,133	3,133	2,585		2,669
Financing receivables:
Individually evaluated for impairment				2,007		2,184
Collectively evaluated for impairment				228,301		224,871
Total Portfolio				230,308		227,055
Consumer | Personal
Allowance for credit losses:
Balance, beginning of year	1,957	2,687	2,687
Provision (credit) for loan losses	(1,056)		(109)
Charge-offs	(322)		(724)
Recoveries	123		103
Balance, end of period	702		1,957
Allowance for credit losses:
Collectively evaluated for impairment				702		1,957
Total Allowance	1,957	2,687	2,687	702		1,957
Financing receivables:
Individually evaluated for impairment				10		122
Collectively evaluated for impairment				22,357		28,546
Total Portfolio				22,367		28,668
Consumer | Education
Allowance for credit losses:
Balance, beginning of year	285	306	306
Provision (credit) for loan losses	(89)		78
Charge-offs	(78)		(99)
Balance, end of period	118		285
Allowance for credit losses:
Collectively evaluated for impairment				118		285
Total Allowance	285	306	306	118		285
Financing receivables:
Collectively evaluated for impairment				185,852		195,185
Total Portfolio				185,852		195,185
Consumer | Automobile
Allowance for credit losses:
Balance, beginning of year	4,610	2,195	2,195
Provision (credit) for loan losses	(141)		3,496
Charge-offs	(1,246)		(1,682)
Recoveries	687		601
Balance, end of period	3,910		4,610
Allowance for credit losses:
Collectively evaluated for impairment				3,910		4,610
Total Allowance	$ 4,610	$ 2,195	$ 2,195	3,910		4,610
Financing receivables:
Collectively evaluated for impairment				184,125		181,793
Total Portfolio				$ 184,125		$ 181,793

LOANS (Details 3)

LOANS (Details 3) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Amounts and percentage of portfolio
Amount of portfolio	$ 2,756,346	$ 2,421,745
Commercial And Residential Loans
Amounts and percentage of portfolio
Amount of portfolio	$ 2,133,694	$ 1,789,044
Percentage of portfolio	100.00%	100.00%
Commercial
Amounts and percentage of portfolio
Amount of portfolio	$ 1,411,937	$ 1,120,976
Commercial | Real estate
Amounts and percentage of portfolio
Amount of portfolio	$ 854,528	$ 609,646
Percentage of portfolio	100.00%	100.00%
Commercial | Business loans
Amounts and percentage of portfolio
Amount of portfolio	$ 476,874	$ 442,190
Percentage of portfolio	100.00%	100.00%
Commercial | Construction
Amounts and percentage of portfolio
Amount of portfolio	$ 80,535	$ 69,140
Percentage of portfolio	100.00%	100.00%
Residential
Amounts and percentage of portfolio
Amount of portfolio	$ 721,757	$ 668,068
Residential | Real estate
Amounts and percentage of portfolio
Amount of portfolio	$ 721,498	$ 667,800
Percentage of portfolio	100.00%	100.00%
Residential | Construction
Amounts and percentage of portfolio
Amount of portfolio	$ 259	$ 268
Percentage of portfolio	100.00%	100.00%
Pass | Commercial And Residential Loans
Amounts and percentage of portfolio
Amount of portfolio	$ 2,085,509	$ 1,727,886
Percentage of portfolio	98.00%	97.00%
Pass | Commercial | Real estate
Amounts and percentage of portfolio
Amount of portfolio	$ 838,450	$ 579,847
Percentage of portfolio	98.00%	95.00%
Pass | Commercial | Business loans
Amounts and percentage of portfolio
Amount of portfolio	$ 449,695	$ 419,316
Percentage of portfolio	94.00%	95.00%
Pass | Commercial | Construction
Amounts and percentage of portfolio
Amount of portfolio	$ 80,494	$ 66,191
Percentage of portfolio	100.00%	96.00%
Pass | Residential | Real estate
Amounts and percentage of portfolio
Amount of portfolio	$ 716,741	$ 662,394
Percentage of portfolio	99.00%	99.00%
Pass | Residential | Construction
Amounts and percentage of portfolio
Amount of portfolio	$ 129	$ 138
Percentage of portfolio	50.00%	51.00%
Special Mention | Commercial And Residential Loans
Amounts and percentage of portfolio
Amount of portfolio	$ 16,356	$ 19,423
Percentage of portfolio	1.00%	1.00%
Special Mention | Commercial | Real estate
Amounts and percentage of portfolio
Amount of portfolio	$ 6,089	$ 13,795
Percentage of portfolio	1.00%	2.00%
Special Mention | Commercial | Business loans
Amounts and percentage of portfolio
Amount of portfolio	$ 10,267	$ 5,628
Percentage of portfolio	2.00%	1.00%
Substandard | Commercial And Residential Loans
Amounts and percentage of portfolio
Amount of portfolio	$ 31,829	$ 41,735
Percentage of portfolio	1.00%	2.00%
Substandard | Commercial | Real estate
Amounts and percentage of portfolio
Amount of portfolio	$ 9,989	$ 16,004
Percentage of portfolio	1.00%	3.00%
Substandard | Commercial | Business loans
Amounts and percentage of portfolio
Amount of portfolio	$ 16,912	$ 17,246
Percentage of portfolio	4.00%	4.00%
Substandard | Commercial | Construction
Amounts and percentage of portfolio
Amount of portfolio	$ 41	$ 2,949
Percentage of portfolio		4.00%
Substandard | Residential | Real estate
Amounts and percentage of portfolio
Amount of portfolio	$ 4,757	$ 5,406
Percentage of portfolio	1.00%	1.00%
Substandard | Residential | Construction
Amounts and percentage of portfolio
Amount of portfolio	$ 130	$ 130
Percentage of portfolio	50.00%	49.00%

LOANS (Details 4)

LOANS (Details 4) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Amounts and percentage of portfolio
Amount of portfolio	$ 2,756,346	$ 2,421,745
Consumer
Amounts and percentage of portfolio
Amount of portfolio	$ 622,652	$ 632,701
Percentage of portfolio	100.00%	100.00%
Collateral deficiency for loans, period when charged off	90 days
Consumer | Home equity and lines of credit
Amounts and percentage of portfolio
Amount of portfolio	$ 230,308	$ 227,055
Percentage of portfolio	100.00%	100.00%
Consumer | Personal
Amounts and percentage of portfolio
Amount of portfolio	$ 22,367	$ 28,668
Percentage of portfolio	100.00%	100.00%
Consumer | Education
Amounts and percentage of portfolio
Amount of portfolio	$ 185,852	$ 195,185
Percentage of portfolio	100.00%	100.00%
Consumer | Automobile
Amounts and percentage of portfolio
Amount of portfolio	$ 184,125	$ 181,793
Percentage of portfolio	100.00%	100.00%
Performing | Consumer
Amounts and percentage of portfolio
Amount of portfolio	$ 595,873	$ 605,436
Percentage of portfolio	96.00%	96.00%
Performing | Consumer | Home equity and lines of credit
Amounts and percentage of portfolio
Amount of portfolio	$ 228,678	$ 225,197
Percentage of portfolio	99.00%	99.00%
Performing | Consumer | Personal
Amounts and percentage of portfolio
Amount of portfolio	$ 22,367	$ 28,557
Percentage of portfolio	100.00%	100.00%
Performing | Consumer | Education
Amounts and percentage of portfolio
Amount of portfolio	$ 160,703	$ 169,889
Percentage of portfolio	86.00%	87.00%
Performing | Consumer | Automobile
Amounts and percentage of portfolio
Amount of portfolio	$ 184,125	$ 181,793
Percentage of portfolio	100.00%	100.00%
Nonperforming | Consumer
Amounts and percentage of portfolio
Amount of portfolio	$ 26,779	$ 27,265
Percentage of portfolio	4.00%	4.00%
Nonperforming | Consumer | Home equity and lines of credit
Amounts and percentage of portfolio
Amount of portfolio	$ 1,630	$ 1,858
Percentage of portfolio	1.00%	1.00%
Nonperforming | Consumer | Personal
Amounts and percentage of portfolio
Amount of portfolio		$ 111
Nonperforming | Consumer | Education
Amounts and percentage of portfolio
Amount of portfolio	$ 25,149	$ 25,296
Percentage of portfolio	14.00%	13.00%

LOANS (Details 5)

LOANS (Details 5) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 61,301	$ 64,278
Past due, percentage	100.00%	100.00%
Current loans	$ 2,695,045	$ 2,357,467
Current loans, percentage	100.00%	100.00%
Total Portfolio	$ 2,756,346	$ 2,421,745
Loans, percentage	100.00%	100.00%
Recorded Investment Greater Than 90 Days And Accruing	$ 25,149	$ 25,296
Non-Accruing	$ 12,588	$ 14,615
Non-Accruing, percentage	100.00%	100.00%
30-59 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 22,407	$ 21,417
Past due, percentage	100.00%	100.00%
60-89 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 8,314	$ 10,524
Past due, percentage	100.00%	100.00%
Greater than 90 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 30,580	$ 32,337
Past due, percentage	100.00%	100.00%
Commercial
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 4,215	$ 3,337
Past due, percentage	7.00%	6.00%
Current loans	$ 1,407,722	$ 1,117,639
Current loans, percentage	53.00%	47.00%
Total Portfolio	$ 1,411,937	$ 1,120,976
Loans, percentage	51.00%	46.00%
Non-Accruing	$ 2,661	$ 3,878
Non-Accruing, percentage	20.00%	27.00%
Commercial | 30-59 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 3,055	$ 957
Past due, percentage	13.00%	5.00%
Commercial | 60-89 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 200
Past due, percentage	2.00%
Commercial | Greater than 90 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 960	$ 2,380
Past due, percentage	3.00%	7.00%
Commercial | Real estate
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 787	$ 1,168
Past due, percentage	1.00%	2.00%
Current loans	$ 853,741	$ 608,478
Current loans, percentage	32.00%	26.00%
Total Portfolio	$ 854,528	$ 609,646
Loans, percentage	31.00%	25.00%
Non-Accruing	$ 1,058	$ 1,721
Non-Accruing, percentage	8.00%	12.00%
Commercial | Real estate | 30-59 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 558	$ 202
Past due, percentage	2.00%	1.00%
Commercial | Real estate | Greater than 90 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 229	$ 966
Past due, percentage	1.00%	3.00%
Commercial | Business loans
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 3,387	$ 1,767
Past due, percentage	6.00%	3.00%
Current loans	$ 473,487	$ 440,423
Current loans, percentage	18.00%	18.00%
Total Portfolio	$ 476,874	$ 442,190
Loans, percentage	17.00%	18.00%
Non-Accruing	$ 1,562	$ 1,755
Non-Accruing, percentage	12.00%	12.00%
Commercial | Business loans | 30-59 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 2,497	$ 755
Past due, percentage	11.00%	4.00%
Commercial | Business loans | 60-89 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 200
Past due, percentage	2.00%
Commercial | Business loans | Greater than 90 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 690	$ 1,012
Past due, percentage	2.00%	3.00%
Commercial | Construction
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 41	$ 402
Past due, percentage		1.00%
Current loans	$ 80,494	$ 68,738
Current loans, percentage	3.00%	3.00%
Total Portfolio	$ 80,535	$ 69,140
Loans, percentage	3.00%	3.00%
Non-Accruing	$ 41	$ 402
Non-Accruing, percentage		3.00%
Commercial | Construction | Greater than 90 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	41	$ 402
Past due, percentage		1.00%
Residential
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 6,763	$ 5,881
Past due, percentage	11.00%	9.00%
Current loans	$ 714,994	$ 662,187
Current loans, percentage	27.00%	28.00%
Total Portfolio	$ 721,757	$ 668,068
Loans, percentage	26.00%	28.00%
Non-Accruing	$ 8,297	$ 8,768
Non-Accruing, percentage	67.00%	60.00%
Residential | 30-59 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 2,670	$ 1,843
Past due, percentage	12.00%	8.00%
Residential | 60-89 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 526	$ 356
Past due, percentage	6.00%	3.00%
Residential | Greater than 90 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 3,567	$ 3,682
Past due, percentage	12.00%	12.00%
Residential | Real estate
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 6,504	$ 5,613
Past due, percentage	11.00%	9.00%
Current loans	$ 714,994	$ 662,187
Current loans, percentage	27.00%	28.00%
Total Portfolio	$ 721,498	$ 667,800
Loans, percentage	26.00%	28.00%
Non-Accruing	$ 8,038	$ 8,500
Non-Accruing, percentage	65.00%	58.00%
Residential | Real estate | 30-59 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 2,670	$ 1,843
Past due, percentage	12.00%	8.00%
Residential | Real estate | 60-89 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 526	$ 356
Past due, percentage	6.00%	3.00%
Residential | Real estate | Greater than 90 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 3,308	$ 3,414
Past due, percentage	11.00%	11.00%
Residential | Construction
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 259	$ 268
Total Portfolio	259	268
Non-Accruing	$ 259	$ 268
Non-Accruing, percentage	2.00%	2.00%
Residential | Construction | Greater than 90 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 259	$ 268
Past due, percentage	1.00%	1.00%
Consumer
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 50,323	$ 55,060
Past due, percentage	82.00%	85.00%
Current loans	$ 572,329	$ 577,641
Current loans, percentage	20.00%	25.00%
Total Portfolio	$ 622,652	$ 632,701
Loans, percentage	23.00%	26.00%
Recorded Investment Greater Than 90 Days And Accruing	$ 25,149	$ 25,296
Non-Accruing	$ 1,630	$ 1,969
Non-Accruing, percentage	13.00%	13.00%
Consumer | 30-59 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 16,682	$ 18,617
Past due, percentage	75.00%	87.00%
Consumer | 60-89 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 7,588	$ 10,168
Past due, percentage	92.00%	97.00%
Consumer | Greater than 90 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 26,053	$ 26,275
Past due, percentage	85.00%	81.00%
Consumer | Home equity and lines of credit
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 2,240	$ 2,369
Past due, percentage	4.00%	3.00%
Current loans	$ 228,068	$ 224,686
Current loans, percentage	8.00%	10.00%
Total Portfolio	$ 230,308	$ 227,055
Loans, percentage	8.00%	9.00%
Non-Accruing	$ 1,630	$ 1,858
Non-Accruing, percentage	13.00%	12.00%
Consumer | Home equity and lines of credit | 30-59 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 1,200	$ 755
Past due, percentage	5.00%	4.00%
Consumer | Home equity and lines of credit | 60-89 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 136	$ 635
Past due, percentage	2.00%	6.00%
Consumer | Home equity and lines of credit | Greater than 90 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 904	$ 979
Past due, percentage	3.00%	3.00%
Consumer | Personal
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 534	$ 442
Past due, percentage	1.00%	1.00%
Current loans	$ 21,833	$ 28,226
Current loans, percentage	1.00%	1.00%
Total Portfolio	$ 22,367	$ 28,668
Loans, percentage	1.00%	1.00%
Non-Accruing		$ 111
Non-Accruing, percentage		1.00%
Consumer | Personal | 30-59 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 497	$ 308
Past due, percentage	2.00%	1.00%
Consumer | Personal | 60-89 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 37	$ 134
Past due, percentage		1.00%
Consumer | Education
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 44,598	$ 48,957
Past due, percentage	72.00%	76.00%
Current loans	$ 141,254	$ 146,228
Current loans, percentage	4.00%	6.00%
Total Portfolio	$ 185,852	$ 195,185
Loans, percentage	7.00%	8.00%
Recorded Investment Greater Than 90 Days And Accruing	$ 25,149	$ 25,296
Consumer | Education | 30-59 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 12,305	$ 14,743
Past due, percentage	56.00%	69.00%
Consumer | Education | 60-89 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 7,144	$ 8,918
Past due, percentage	87.00%	85.00%
Consumer | Education | Greater than 90 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 25,149	$ 25,296
Past due, percentage	82.00%	78.00%
Consumer | Automobile
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 2,951	$ 3,292
Past due, percentage	5.00%	5.00%
Current loans	$ 181,174	$ 178,501
Current loans, percentage	7.00%	8.00%
Total Portfolio	$ 184,125	$ 181,793
Loans, percentage	7.00%	8.00%
Consumer | Automobile | 30-59 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 2,680	$ 2,811
Past due, percentage	12.00%	13.00%
Consumer | Automobile | 60-89 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 271	$ 481
Past due, percentage	3.00%	5.00%

LOANS (Details 6)

LOANS (Details 6) $ in Thousands	9 Months Ended
	Sep. 30, 2015USD ($)item	Sep. 30, 2014USD ($)item
Summary of loans whose terms were modified in a manner that met the definition of a TDR
Period of sustained performance based on the restructured terms	6 months
Number of accruing TDRs modified during the period	1
Value of accruing TDRs modified during the period | $	$ 150
Number of TDR loans at period end	5	6
Outstanding principal balance of TDR loans at period end | $	$ 776	$ 1,070
Commercial
Summary of loans whose terms were modified in a manner that met the definition of a TDR
Number of TDR loans at period end		2
Outstanding principal balance of TDR loans at period end | $		$ 609
Commercial | Real estate
Summary of loans whose terms were modified in a manner that met the definition of a TDR
Number of TDR loans at period end		2
Outstanding principal balance of TDR loans at period end | $		$ 609
Residential
Summary of loans whose terms were modified in a manner that met the definition of a TDR
Number of TDR loans at period end	4	1
Outstanding principal balance of TDR loans at period end | $	$ 560	$ 76
Residential | Real estate
Summary of loans whose terms were modified in a manner that met the definition of a TDR
Number of TDR loans at period end	4	1
Outstanding principal balance of TDR loans at period end | $	$ 560	$ 76
Consumer
Summary of loans whose terms were modified in a manner that met the definition of a TDR
Number of TDR loans at period end	1	3
Outstanding principal balance of TDR loans at period end | $	$ 216	$ 385
Consumer | Home equity and lines of credit
Summary of loans whose terms were modified in a manner that met the definition of a TDR
Number of TDR loans at period end	1	2
Outstanding principal balance of TDR loans at period end | $	$ 216	$ 372
Consumer | Automobile
Summary of loans whose terms were modified in a manner that met the definition of a TDR
Number of TDR loans at period end		1
Outstanding principal balance of TDR loans at period end | $		$ 13

LOANS (Details 7)

LOANS (Details 7) $ in Thousands	9 Months Ended
	Sep. 30, 2015USD ($)item	Sep. 30, 2014USD ($)item
Summary of troubled debt restructured loans
Number of loans modified	2
Outstanding principal balance of loans modified | $	$ 352
No. of Loans immediately before modification	2
Outstanding principal balance immediately before modification | $	$ 352
No. of Loans immediately after modification	2
Outstanding principal balance immediately after modification | $	$ 352
Aggregate number of loans charge-off recognized on TDRs outstanding at period end since origination		4
Aggregate principal charge-off recognized on TDRs outstanding at period end since origination | $		$ 760
Number of TDR loans at period end	5	6
Outstanding principal balance of TDR loans at period end | $	$ 776	$ 1,070
Number of loans that re-defaulted subsequent to being modified (in the past twelve months)		1
TDRs that re-defaulted subsequent to being modified (in the past twelve months) | $		$ 523
Deferral of principal amounts due
Summary of troubled debt restructured loans
Number of loans modified	1
Outstanding principal balance of loans modified | $	$ 150
Temporary reduction in interest rate
Summary of troubled debt restructured loans
Number of loans modified	1
Outstanding principal balance of loans modified | $	$ 202

LOANS (Details 8)

LOANS (Details 8) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Components of Impaired Loans
Recorded investment	$ 12,738	$ 17,125
Unpaid principal balance	13,921	19,949
Average recorded investment	13,945	32,624
Value of impaired loans that were accruing TDRs that were modified	150,000	2,500
Interest income recognizable as per original terms	582
Nonperforming loans, both nonaccrual and accrual	37,700	39,900
Commercial
Components of Impaired Loans
Recorded investment	2,661	6,338
Unpaid principal balance	2,995	8,390
Average recorded investment	3,706	21,318
Commercial | Real estate
Components of Impaired Loans
Recorded investment	1,058	1,721
Unpaid principal balance	1,058	2,337
Average recorded investment	1,654	10,858
Commercial | Business loans
Components of Impaired Loans
Recorded investment	1,562	3,255
Unpaid principal balance	1,896	4,691
Average recorded investment	1,707	9,061
Commercial | Construction
Components of Impaired Loans
Recorded investment	41	1,362
Unpaid principal balance	41	1,362
Average recorded investment	345	1,399
Residential
Components of Impaired Loans
Recorded investment	8,447	8,768
Unpaid principal balance	9,286	9,513
Average recorded investment	8,512	9,712
Residential | Real estate
Components of Impaired Loans
Recorded investment	8,188	8,500
Unpaid principal balance	8,819	9,037
Average recorded investment	8,249	9,517
Residential | Construction
Components of Impaired Loans
Recorded investment	259	268
Unpaid principal balance	467	476
Average recorded investment	263	195
Consumer
Components of Impaired Loans
Recorded investment	1,630	2,019
Unpaid principal balance	1,640	2,046
Average recorded investment	1,727	1,594
Consumer | Home equity and lines of credit
Components of Impaired Loans
Recorded investment	1,630	1,908
Unpaid principal balance	1,640	1,935
Average recorded investment	1,711	1,335
Consumer | Personal
Components of Impaired Loans
Recorded investment		111
Unpaid principal balance		111
Average recorded investment	13	108
Consumer | Education
Components of Impaired Loans
Nonperforming loans, both nonaccrual and accrual	25,100	25,300
Consumer | Automobile
Components of Impaired Loans
Average recorded investment	$ 3	$ 151

GOODWILL AND OTHER INTANGIBLE65

GOODWILL AND OTHER INTANGIBLES (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Summary of goodwill
Balance at the beginning of the period	$ 121,973
Balance at the end of the period	121,973	$ 121,973
Additional disclosures
Impairment	$ 0
Beneficial Insurance Services, LLC
Additional disclosures
Impairment		$ 0

GOODWILL AND OTHER INTANGIBLE66

GOODWILL AND OTHER INTANGIBLES (Details 2) - USD ($) $ in Thousands	Aug. 03, 2015	Sep. 30, 2015
Goodwill and Other Intangibles
Impairment		$ 0
Summary of intangible assets
Balance at the beginning of the period		6,136
Additions		135
Amortization		(1,406)
Balance at the end of the period		$ 4,865
Core deposit
Goodwill and Other Intangibles
Estimated useful life		10 years
Summary of intangible assets
Balance at the end of the period		$ 2,800
Customer list
Summary of intangible assets
Balance at the end of the period		$ 2,100
Customer list | Minimum
Goodwill and Other Intangibles
Estimated useful life		4 years
Customer list | Maximum
Goodwill and Other Intangibles
Estimated useful life		6 years
Customer list | Beneficial Insurance Services, LLC | Pye Karr Ambler and Co., Inc.
Goodwill and Other Intangibles
Estimated useful life	4 years
Summary of intangible assets
Additions	$ 135

OTHER ASSETS (Details)

OTHER ASSETS (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
OTHER ASSETS:
Investments in affordable housing and other partnerships	$ 9,787	$ 10,131
Net deferred tax assets	41,976	43,685
Other real estate	1,451	1,578
Fixed assets held for sale	179	391
Mortgage servicing rights	1,360	1,403
Prepaid and other assets	2,508	11,011
Total other assets	$ 57,261	$ 68,199

DEPOSITS (Details)

DEPOSITS (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
DEPOSITS
Non-interest bearing deposits	$ 377,852	$ 369,683
Interest-earning checking accounts	674,407	632,345
Stock subscription proceeds deposited in interest bearing account		463,036
Municipal checking accounts	131,110	179,439
Money market accounts	401,477	424,789
Savings accounts	1,125,392	1,126,848
Certificates of deposit	643,128	683,569
Total deposits	$ 3,353,366	$ 3,879,709
Non-interest bearing deposits, percentage	11.30%	9.50%
Interest-earning checking accounts, percentage	20.10%	16.30%
Percentage Of Stock Subscription Deposits Received		11.90%
Municipal checking accounts, percentage	3.90%	4.60%
Money market accounts, percentage	12.00%	11.00%
Savings accounts, percentage	33.50%	29.10%
Certificates of deposit, percentage	19.20%	17.60%
Total deposits, percentage	100.00%	100.00%
Additional stock subscription proceeds held in escrow in various deposit accounts		$ 19,100

BORROWED FUNDS (Details)

BORROWED FUNDS (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Summary of borrowed funds
FHLB advances	$ 165,000	$ 165,000
Statutory trust debenture	25,401	25,388
Borrowed funds	$ 190,401	$ 190,388

BORROWED FUNDS (Details 2)

BORROWED FUNDS (Details 2) - USD ($) $ in Millions	Sep. 30, 2015	Dec. 31, 2014
Federal Reserve Bank borrowings | Federal Reserve Bank Of Philadelphia
Borrowed funds
Loans pledged to secure borrowing capacity	$ 240.5	$ 237.8

REGULATORY CAPITAL REQUIRMENTS

REGULATORY CAPITAL REQUIRMENTS (Details)	9 Months Ended
	Sep. 30, 2015
Summary of regulatory capital requirements and ratios
Common Equity Tier 1 Capital (to risk weighted assets), ratio (as a percent)	37.12%
Tier 1 Capital (to risk weighted assets), ratio (as a percent)	37.86%
Total Capital (to risk weighted assets), ratio (as a percent)	39.12%
Tier 1 Leverage ratio (as a percent)	22.30%
Federal Deposit Corporation And Federal Reserve Board
Summary of regulatory capital requirements and ratios
Tier 1 Capital (to risk weighted assets), ratio (as a percent)	4.00%
Federal Deposit Corporation And Federal Reserve Board | Rules Effective January 1, 2015
Summary of regulatory capital requirements and ratios
Common Equity Tier 1 Capital (to risk weighted assets), ratio (as a percent)	4.50%
Tier 1 Capital (to risk weighted assets), ratio (as a percent)	6.00%
Total Capital (to risk weighted assets), ratio (as a percent)	8.00%
Tier 1 Leverage ratio (as a percent)	4.00%
Federal Deposit Corporation And Federal Reserve Board | Rules Phased in beginning January 2016
Summary of regulatory capital requirements and ratios
Common Equity Tier 1 Capital (to risk weighted assets), ratio (as a percent)	7.00%
Tier 1 Capital (to risk weighted assets), ratio (as a percent)	8.50%
Total Capital (to risk weighted assets), ratio (as a percent)	10.50%
Additional Common Equity Tier 1 (to risk weighted assets), ratio (as a percent)	2.50%
New Capital Conservation Buffer Requirement Beginning Ratio	0.625%

REGULATORY CAPITAL REQUIREMEN72

REGULATORY CAPITAL REQUIREMENTS (Details 2) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Tier 1 Leverage
Tier 1 Leverage, actual, capital amount	$ 1,024,202
Tier 1 Leverage (to average assets), actual, ratio (as a percent)	22.30%
Tier 1 Leverage, for capital adequacy purposes, capital amount	$ 183,706
Tier 1 Leverage (to average assets), for capital adequacy purposes, ratio (as a percent)	4.00%
Tier 1 Leverage, to be well capitalized under prompt corrective action provisions, capital amount	$ 229,633
Tier 1 Leverage (to average assets), to be well capitalized under prompt corrective action provisions, ratio (as a percent)	5.00%
Common Equity Tier 1 Capital
Common Equity Tier 1 Capital, actual, capital amount	$ 1,004,195
Common Equity Tier 1 Capital (to risk weighted assets), ratio (as a percent)	37.12%
Common Equity Tier 1 Capital, for capital adequacy, capital amount	$ 121,735
Common Equity Tier 1 Capital (to risk weighted assets, for capital adequacy purposes, ratio (as a percent)	4.50%
Common Equity Tier 1 Capital, to be well capitalized under prompt corrective action provisions, capital amount	$ 175,839
Common Equity Tier 1 Capital (to risk weighted assets), to be well capitalized under prompt corrective action, ratio (as a percent)	6.50%
Tier 1 Capital
Tier 1 Capital, actual, capital amount	$ 1,024,202
Tier 1 Capital (to risk weighted assets), actual, ratio (as a percent)	37.86%
Tier 1 Capital, for capital adequacy purposes, capital amount	$ 162,313
Tier 1 Capital (to risk weighted assets), for capital adequacy purposes, ratio (as a percent)	6.00%
Tier 1 Capital, to be well capitalized under prompt corrective action provisions, capital amount	$ 216,418
Tier 1 Capital (to risk weighted assets), to be well capitalized under prompt corrective action provisions, ratio (as a percent)	8.00%
Total Capital
Total Capital, actual, capital amount	$ 1,058,258
Total Capital (to risk weighted assets), actual, ratio (as a percent)	39.12%
Total Capital, for capital adequacy purposes, capital amount	$ 216,418
Total Capital (to risk weighted assets), for capital adequacy purposes, ratio (as a percent)	8.00%
Total Capital, to be well capitalized under prompt corrective action provisions, capital amount	$ 270,522
Total Capital (to risk weighted assets), to be well capitalized under prompt corrective action provisions, ratio (as a percent)	10.00%
The Bank
Tier 1 Leverage
Tier 1 Leverage, actual, capital amount	$ 770,537	$ 480,795
Tier 1 Leverage (to average assets), actual, ratio (as a percent)	16.79%	11.05%
Tier 1 Leverage, for capital adequacy purposes, capital amount	$ 183,563	$ 130,520
Tier 1 Leverage (to average assets), for capital adequacy purposes, ratio (as a percent)	4.00%	3.00%
Tier 1 Leverage, to be well capitalized under prompt corrective action provisions, capital amount	$ 229,453	$ 217,534
Tier 1 Leverage (to average assets), to be well capitalized under prompt corrective action provisions, ratio (as a percent)	5.00%	5.00%
Common Equity Tier 1 Capital
Common Equity Tier 1 Capital, actual, capital amount	$ 770,537
Common Equity Tier 1 Capital (to risk weighted assets), ratio (as a percent)	28.53%
Common Equity Tier 1 Capital, for capital adequacy, capital amount	$ 121,525
Common Equity Tier 1 Capital (to risk weighted assets, for capital adequacy purposes, ratio (as a percent)	4.50%
Common Equity Tier 1 Capital, to be well capitalized under prompt corrective action provisions, capital amount	$ 175,537
Common Equity Tier 1 Capital (to risk weighted assets), to be well capitalized under prompt corrective action, ratio (as a percent)	6.50%
Tier 1 Capital
Tier 1 Capital, actual, capital amount	$ 770,537	$ 480,795
Tier 1 Capital (to risk weighted assets), actual, ratio (as a percent)	28.53%	21.17%
Tier 1 Capital, for capital adequacy purposes, capital amount	$ 162,034	$ 90,842
Tier 1 Capital (to risk weighted assets), for capital adequacy purposes, ratio (as a percent)	6.00%	4.00%
Tier 1 Capital, to be well capitalized under prompt corrective action provisions, capital amount	$ 216,045	$ 136,262
Tier 1 Capital (to risk weighted assets), to be well capitalized under prompt corrective action provisions, ratio (as a percent)	8.00%	6.00%
Total Capital
Total Capital, actual, capital amount	$ 804,535	$ 509,460
Total Capital (to risk weighted assets), actual, ratio (as a percent)	29.79%	22.43%
Total Capital, for capital adequacy purposes, capital amount	$ 216,045	$ 181,683
Total Capital (to risk weighted assets), for capital adequacy purposes, ratio (as a percent)	8.00%	8.00%
Total Capital, to be well capitalized under prompt corrective action provisions, capital amount	$ 270,056	$ 227,104
Total Capital (to risk weighted assets), to be well capitalized under prompt corrective action provisions, ratio (as a percent)	10.00%	10.00%

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
INCOME TAXES
Income tax (benefit) expense	$ 2,865	$ 2,622	$ 7,818	$ 4,059
Effective income tax rate (as a percent)	32.90%	(28.70%)	(30.10%)	23.00%
Tax at statutory rate (as a percent)			35.00%	35.00%
Increase/(reduction) in taxes resulting from:
Change in tax rate due to Tax-exempt income (as a percent)			(3.00%)	(6.60%)
Change in tax rate due to State and local income taxes (as a percent)			2.50%	1.90%
Change in tax rate due to Federal income tax credits (as a percent)			(3.00%)	(5.50%)

INCOME TAXES (Details 2)

INCOME TAXES (Details 2) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
INCOME TAXES
Net deferred tax assets	$ 41,976	$ 43,685

PENSION AND OTHER POSTRETIREM75

PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS (Details) - Second-step conversion and stock offering - shares	Jan. 12, 2015	Sep. 30, 2015
Pension and postretirement benefit plans
Issuance of common shares (in shares)	50,383,817
Bank's employee savings and stock ownership plan
Pension and postretirement benefit plans
Issuance of common shares (in shares)	2,015,352	2,015,352

PENSION AND OTHER POSTRETIREM76

PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS (Details 2) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Pension Benefits
Components of net pension cost
Interest cost	$ 960	$ 954	$ 2,876	$ 2,864
Expected return on assets	(1,663)	(1,514)	(4,973)	(4,542)
Amortization of loss	528	336	1,759	1,007
Net periodic pension (benefit) cost	(175)	(224)	(338)	(671)
Other Postretirement Benefits
Components of net pension cost
Service cost	28	32	115	96
Interest cost	196	225	625	676
Amortization of loss	51	22	231	65
Amortization of prior service cost	(130)	(132)	(389)	(395)
Amortization of transition obligation		41		122
Net periodic pension (benefit) cost	$ 145	$ 188	$ 582	$ 564

STOCK BASED COMPENSATION (Detai

STOCK BASED COMPENSATION (Details) $ / shares in Units, $ in Thousands	Jan. 12, 2015	Sep. 30, 2015USD ($)$ / sharesshares	Sep. 30, 2014USD ($)$ / sharesshares	Sep. 30, 2015USD ($)$ / sharesshares	Sep. 30, 2014USD ($)$ / sharesshares	Dec. 31, 2008USD ($)shares
Summary of Non-vested Stock Award Activity
Non-vested Stock Awards outstanding, Beginning balance (in shares)				534,738	566,668
Non-vested Stock Awards outstanding Weighted Average Grant Price, Beginning (in dollars per share) | $ / shares				$ 8.89	$ 8.37
Number of Shares, issued				239,587	150,136
Weighted Average Grant Price, issued (in dollars per share) | $ / shares				$ 11.41	$ 10.77
Number of Shares, vested				(110,609)	(109,192)
Weighted Average Grant Price, vested (in dollars per share) | $ / shares				$ 8.33	$ 7.90
Number of Shares, forfeited				(46,211)	(70,064)
Weighted Average Grant Price, forfeited (in dollars per share) | $ / shares				$ 8.48	$ 10.30
Non-vested Stock Awards outstanding, Ending balance (in shares)		617,505	537,548	617,505	537,548
Non-vested Stock Awards outstanding Weighted Average Grant Price, Ending (in dollars per share) | $ / shares		$ 10	$ 8.89	$ 10	$ 8.89
Fair value of shares vested | $				$ 1,300	$ 1,300
Second-step conversion and stock offering
Summary of Non-vested Stock Award Activity
Exchange ratio	1.0999			1.0999
Stock awards
Stock Based Compensation
Award vesting period				5 years
Award vesting criteria, return on average assets percentage				1.00%
Award vesting criteria, return on average assets percentage ranking compared to SNL index				25.00%
Award vesting criteria, minimum total assets of SNL index entities included | $		$ 1,000,000		$ 1,000,000
Award vesting criteria, maximum total assets of SNL index entities included | $		10,000,000		10,000,000
Compensation expense | $		$ 354	$ 275	$ 967	$ 776
Equity Incentive Plan Trust
Stock Based Compensation
Common stock subscriptions, shares						1,773,463
Common stock subscriptions, value | $						$ 19,000
Equity Incentive Plan Trust | Restricted Stock
Stock Based Compensation
Annual vesting percentage				20.00%
Award vesting period				5 years
Common stock shares, vested		928,840		928,840
Common stock shares, forfeited		491,723		491,723

STOCK BASED COMPENSATION (Det78

STOCK BASED COMPENSATION (Details 2) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Stock Options
Share - based compensation disclosures
Award expiration period			10 years
Award vesting period			5 years
Compensation expense	$ 386	$ 397	$ 1,200	$ 1,200
Summary of stock option activity
Number of Options, Beginning balance (in shares)			3,568,887	3,164,247
Weighted Exercise Price per Shares, Beginning balance (in dollars per share)			$ 9.51	$ 9.20
Options, granted (in shares)			168,825	741,882
Weighted Exercise Price per Shares, granted (in dollars per share)			$ 11.44	$ 10.77
Number of Options, exercised (in shares)			(148,640)	(254,517)
Weighted Exercise Price per Shares, exercised (in dollars per share)			$ 9.33	$ 9.63
Number of Options, forfeited (in shares)			(78,865)	(39,321)
Weighted Exercise Price per Shares, forfeited (in dollars per share)			$ 9.14	$ 8.63
Number of Options, expired (in shares)			(88)	(275)
Weighted Exercise Price per Shares, expired (in dollars per share)			$ 8.90	$ 7.59
Number of Options, Ending balance (in shares)	3,510,119	3,612,016	3,510,119	3,612,016
Weighted Exercise Price per Shares, Ending balance (in dollars per share)	$ 9.62	$ 9.50	$ 9.62	$ 9.50
Options, additional disclosures
Weighted average remaining contractual term of options outstanding			5 years 10 months 13 days	6 years 8 months 9 days
Aggregate intrinsic value of options outstanding	$ 12,800	$ 7,700	$ 12,800	$ 7,700
Exercisable options (in shares)	2,135,762	1,837,350	2,135,762	1,837,350
Average weighted exercise price of exercisable options (in dollars per share)	$ 9.57	$ 9.68	$ 9.57	$ 9.68
Weighted average remaining contractual term of exercisable options			4 years 7 months 13 days	5 years 7 days
Aggregate intrinsic value of exercisable options	$ 7,900	$ 3,600	$ 7,900	$ 3,600
Unrecognized compensation cost related to options	4,000	5,200	$ 4,000	$ 5,200
Period for recognizing unrecognized compensation			2 years 11 months 23 days	3 years 6 months 26 days
Stock awards
Share - based compensation disclosures
Award vesting period			5 years
Compensation expense	354	275	$ 967	$ 776
Options, additional disclosures
Unrecognized compensation cost related non-vested stock awards granted under EIP	$ 4,500	$ 3,200	$ 4,500	$ 3,200
Period for recognizing unrecognized compensation			3 years 6 months 26 days	3 years 5 months 1 day

STOCK BASED COMPENSATION (Det79

STOCK BASED COMPENSATION (Details 3) - $ / shares	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Schedule of Fair Value Option Award
Weighted average fair value of options granted (in dollars per share)	$ 3.99	$ 3.97
Weighted average risk-free rate of return (as a percent)	1.74%	2.04%
Weighted average expected option life	78 months	78 months
Weighted average expected volatility (as a percent)	31.18%	32.67%

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Commitments disclosures
Outstanding commitments to purchase or originate loans	$ 34,200	$ 32,000
Commitments to customers on available lines of credit	275,200	215,400
Commitments to fund commercial construction and other advances	121,300	47,700
Commitments to customer on standby letters of credit	9,900	8,000
Reserve for unfunded commitments	$ 260	$ 211

FAIR VALUE OF FINANCIAL INSTR81

FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Assets:
Mortgage servicing rights	$ 1,360	$ 1,403
Investment securities available-for-sale, estimated fair value	678,520	757,834
U. S. GSE and agency notes
Assets:
Investment securities available-for-sale, estimated fair value	6,720	8,614
GNMA guaranteed mortgage certificates
Assets:
Investment securities available-for-sale, estimated fair value	4,708	5,232
GSE Collateralized Mortgage Obligations (CMOs)
Assets:
Investment securities available-for-sale, estimated fair value	35,437
GSE mortgage-backed securities
Assets:
Investment securities available-for-sale, estimated fair value	574,760	648,948
Corporate securities
Assets:
Investment securities available-for-sale, estimated fair value	12,112
Recurring
Assets:
Mortgage servicing rights	1,360	1,403
Total Assets	680,190	759,389
Liabilities:
Total Liabilities	330	160
Recurring | Interest rate swaps
Assets:
Interest rate swap agreements	310	152
Liabilities:
Interest rate swap agreements	330	160
Recurring | U. S. GSE and agency notes
Assets:
Investment securities available-for-sale, estimated fair value	6,720	8,614
Recurring | GNMA guaranteed mortgage certificates
Assets:
Investment securities available-for-sale, estimated fair value	4,708	5,232
Recurring | GSE Collateralized Mortgage Obligations (CMOs)
Assets:
Investment securities available-for-sale, estimated fair value	35,437	45,270
Recurring | GSE mortgage-backed securities
Assets:
Investment securities available-for-sale, estimated fair value	574,760	648,948
Recurring | General obligation municipal bonds
Assets:
Investment securities available-for-sale, estimated fair value	15,336	29,580
Recurring | Revenue municipal bonds
Assets:
Investment securities available-for-sale, estimated fair value	16,686	16,784
Recurring | Corporate securities
Assets:
Investment securities available-for-sale, estimated fair value	12,112
Recurring | Money market funds
Assets:
Investment securities available-for-sale, estimated fair value	12,128	2,510
Recurring | Mutual funds
Assets:
Investment securities available-for-sale, estimated fair value	633	896
Recurring | Level 1
Assets:
Total Assets	12,761	3,406
Recurring | Level 1 | Money market funds
Assets:
Investment securities available-for-sale, estimated fair value	12,128	2,510
Recurring | Level 1 | Mutual funds
Assets:
Investment securities available-for-sale, estimated fair value	633	896
Recurring | Level 2
Assets:
Total Assets	666,069	754,580
Liabilities:
Total Liabilities	330	160
Recurring | Level 2 | Interest rate swaps
Assets:
Interest rate swap agreements	310	152
Liabilities:
Interest rate swap agreements	330	160
Recurring | Level 2 | U. S. GSE and agency notes
Assets:
Investment securities available-for-sale, estimated fair value	6,720	8,614
Recurring | Level 2 | GNMA guaranteed mortgage certificates
Assets:
Investment securities available-for-sale, estimated fair value	4,708	5,232
Recurring | Level 2 | GSE Collateralized Mortgage Obligations (CMOs)
Assets:
Investment securities available-for-sale, estimated fair value	35,437	45,270
Recurring | Level 2 | GSE mortgage-backed securities
Assets:
Investment securities available-for-sale, estimated fair value	574,760	648,948
Recurring | Level 2 | General obligation municipal bonds
Assets:
Investment securities available-for-sale, estimated fair value	15,336	29,580
Recurring | Level 2 | Revenue municipal bonds
Assets:
Investment securities available-for-sale, estimated fair value	16,686	16,784
Recurring | Level 2 | Corporate securities
Assets:
Investment securities available-for-sale, estimated fair value	12,112
Recurring | Level 3
Assets:
Mortgage servicing rights	1,360	1,403
Total Assets	$ 1,360	$ 1,403

FAIR VALUE OF FINANCIAL INSTR82

FAIR VALUE OF FINANCIAL INSTRUMENTS (Details 2) - Mortgage servicing rights - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Summary of fair value on a recurring basis using unobservable units
Balance at the beginning of the period	$ 1,403	$ 1,524
Additions	108	51
Payments	(129)	(100)
Increase (decrease) in fair value due to changes in valuation inputs or assumptions	(22)	(43)
Balance at the end of the period	$ 1,360	$ 1,432

FAIR VALUE OF FINANCIAL INSTR83

FAIR VALUE OF FINANCIAL INSTRUMENTS (Details 3) - Nonrecurring - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Assets and Liabilities Measured on Nonrecurring Basis
Impaired loans	$ 3,725	$ 2,441
Other real estate owned	424	337
Gains/(Losses) - Impaired Loans	(376)	(24)
Gains (Losses) - Other real estate owned	(16)	(26)
Level 3
Assets and Liabilities Measured on Nonrecurring Basis
Impaired loans	3,725	2,441
Other real estate owned	$ 424	$ 337

FAIR VALUE OF FINANCIAL INSTR84

FAIR VALUE OF FINANCIAL INSTRUMENTS (Details 4) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Assets:
Securities available for sale	$ 678,520	$ 757,834
Securities held to maturity	729,720	731,589
Mortgage servicing rights	1,360	1,403
Accrued interest receivable	$ 14,327	13,383
Fair value of Financial instruments - other disclosures
Redemption price of FHLB (in dollars per share)	$ 100
Carrying Amount
Assets:
Securities available for sale	$ 678,520	757,834
Carrying Amount | Level 1
Assets:
Cash and cash equivalents	270,009	534,015
Carrying Amount | Level 2
Assets:
Securities held to maturity	720,999	727,755
Loans held for sale	177	1,461
Interest rate swaps	310	152
Liabilities:
Deposits.	3,353,366	3,879,709
Borrowed funds	190,401	190,388
Interest rate swaps	330	160
Accrued interest payable	1,488	1,743
Carrying Amount | Level 3
Assets:
FHLB stock	8,786	8,830
Loans, net	2,708,495	2,369,630
Mortgage servicing rights	1,360	1,403
Accrued interest receivable	14,327	13,383
Estimated Fair Value
Assets:
Securities available for sale	678,520	757,834
Estimated Fair Value | Level 1
Assets:
Cash and cash equivalents	270,009	534,015
Estimated Fair Value | Level 2
Assets:
Securities held to maturity	729,720	731,589
Loans held for sale	182	1,538
Interest rate swaps	310	152
Liabilities:
Deposits.	3,355,844	3,884,644
Borrowed funds	192,983	187,864
Interest rate swaps	330	160
Accrued interest payable	1,488	1,743
Estimated Fair Value | Level 3
Assets:
FHLB stock	8,786	8,830
Loans, net	2,765,165	2,418,826
Mortgage servicing rights	1,360	1,403
Accrued interest receivable	$ 14,327	$ 13,383

MORTGAGE SERVICING RIGHTS (Deta

MORTGAGE SERVICING RIGHTS (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
MORTGAGE SERVICING RIGHTS
Residential mortgages serviced	$ 145,600	$ 151,700	$ 145,600	$ 151,700
Servicing fee income	92	97	280	291
Residential MSR's
Balance at the beginning of the period			1,403
Increases/(decreases) in fair value due to
Balance at the end of the period	1,360		1,360
Residential real estate
Residential MSR's
Balance at the beginning of the period			1,403	1,524
Additions			108	51
Increases/(decreases) in fair value due to
Changes in valuation input or assumptions			(22)	(43)
Paydowns			(129)	(100)
Balance at the end of the period	$ 1,360	$ 1,432	$ 1,360	$ 1,432

MORTGAGE SERVICING RIGHTS (De86

MORTGAGE SERVICING RIGHTS (Details 2) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014	Dec. 31, 2013
MORTGAGE SERVICING RIGHTS
Fair value of residential mortgage servicing rights	$ 1,360		$ 1,403
Residential real estate
MORTGAGE SERVICING RIGHTS
Fair value of residential mortgage servicing rights	$ 1,360	$ 1,432	$ 1,403	$ 1,524
Weighted average life	5 years 6 months	5 years 7 months 6 days
Prepayment speed assumption (as a percent)	10.53%	10.39%
Effect on fair value of a 20% increase	$ (100)	$ (105)
Effect on fair value of a 10% increase	(52)	(55)
Effect on fair value of a 10% decrease	54	56
Effect on fair value of a 20% decrease	$ 113	$ 118
Discount rate assumption (as a percent)	9.50%	9.75%
Effect on fair value of a 20% increase	$ (88)	$ (95)
Effect on fair value of a 10% increase	(46)	(50)
Effect on fair value of a 10% decrease	48	52
Effect on fair value of a 20% decrease	$ 100	$ 108
Escrow earnings credit assumption (as a percent)	1.66%	1.82%
Effect on fair value of a 20% increase	$ 33	$ 35
Effect on fair value of a 10% increase	16	17
Effect on fair value of a 10% decrease	(17)	(18)
Effect on fair value of a 20% decrease	$ (35)	$ (36)

DERIVATIVE FINANCIAL INSTRUME87

DERIVATIVE FINANCIAL INSTRUMENTS (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015USD ($)instrument	Sep. 30, 2014USD ($)	Sep. 30, 2015USD ($)instrument	Sep. 30, 2014USD ($)	Dec. 31, 2014USD ($)
Other assets
Fair value of the Company's derivative financial instruments as well as their classification on the consolidated statements of condition
Notional amount, asset derivatives	$ 12,201		$ 12,201		$ 12,608
Fair value of asset derivatives	310		310		152
Other liabilities
Fair value of the Company's derivative financial instruments as well as their classification on the consolidated statements of condition
Notional amount, liability derivatives	12,201		12,201		12,608
Fair value of liability derivatives	330		330		160
Interest rate swaps
Derivative disclosures
Interest rate swap agreements net gain (loss)	(13)	$ 1	(12)	$ (26)
Fair value of the Company's derivative financial instruments as well as their classification on the consolidated statements of condition
Fair value of asset derivatives	326		326		170
Posted collateral	344		344
Interest rate swaps | Other assets
Fair value of the Company's derivative financial instruments as well as their classification on the consolidated statements of condition
Notional amount, asset derivatives	12,201		12,201		12,608
Fair value of asset derivatives	310		310		152
Interest rate swaps | Other liabilities
Fair value of the Company's derivative financial instruments as well as their classification on the consolidated statements of condition
Notional amount, liability derivatives	12,201		12,201		12,608
Fair value of liability derivatives	330		330		$ 160
Termination value of the interest rate swaps	$ 346		$ 346
Interest rate swaps | Not designated as hedging instruments
Derivative disclosures
Number of interest rate derivatives held | instrument	6		6
Notional amount of Interest rate swap	$ 24,400		$ 24,400

DERIVATIVE FINANCIAL INSTRUME88

DERIVATIVE FINANCIAL INSTRUMENTS (Details 2) - Interest rate swaps - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Derivatives
Gross Amounts of Recognized Assets	$ 326	$ 170
Net Amounts of Assets presented in the Statement of Financial Condition	326	170
Gross Amounts Not Offset in the Statement of Financial Condition
Net Amount	$ 326	$ 170

DERIVATIVE FINANCIAL INSTRUME89

DERIVATIVE FINANCIAL INSTRUMENTS (Details 3) - Interest rate swaps - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Derivatives
Gross Amounts of Recognized Liabilities	$ 346	$ 178
Net Amounts of Liabilities Presented in the Statement of Financial Condition	346	178
Gross Amounts Not Offset in the Statement of Financial Condition
Collateral Posted	344	317
Net Amount	$ 2	$ (139)

SUBSEQUENT EVENT90

SUBSEQUENT EVENT $ in Thousands	Oct. 21, 2015USD ($)	Sep. 30, 2015USD ($)	Jun. 30, 2015USD ($)location	Dec. 31, 2014USD ($)
SUBSEQUENT EVENT
Assets		$ 4,728,164		$ 4,751,522
Deposits		$ 3,353,366		$ 3,879,709
Conestoga Bank | Subsequent Event
SUBSEQUENT EVENT
Consideration expressed as percentage of tangible book value	160.00%
Limit of Bank Tangible Book Value for payment of dividend under Stock Purchase Agreement	$ 65,625
Forecast | Maximum | Conestoga Bank | Subsequent Event
SUBSEQUENT EVENT
Cash payment transaction value	$ 105,000
Conestoga Bank
SUBSEQUENT EVENT
Assets			$ 712,000
Loans			506,000
Deposits			$ 530,000
Number of locations | location			14