Beneficial Bancorp 10-K 27 Feb 17 2016 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2016	Feb. 27, 2017	Jun. 30, 2016
Document and Entity Information
Entity Registrant Name	Beneficial Bancorp Inc.
Entity Central Index Key	1,615,418
Document Type	10-K
Document Period End Date	Dec. 31, 2016
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float			$ 980.7
Entity Common Stock, Shares Outstanding		76,196,581
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	FY

CONSOLIDATED STATEMENTS OF FINA

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
CASH AND CASH EQUIVALENTS:
Cash and due from banks	$ 45,791	$ 43,978
Overnight investments	241,255	189,942
Total cash and cash equivalents	287,046	233,920
INVESTMENT SECURITIES:
Available-for-sale, at fair value (amortized cost of $449,655 and $650,439 at December 31, 2016 and 2015, respectively)	451,544	655,162
Held-to-maturity (estimated fair value of $597,785 and $695,290 at December 31, 2016 and 2015, respectively)	602,529	696,310
Federal Home Loan Bank stock, at cost	21,231	8,786
Total investment securities	1,075,304	1,360,258
LOANS:	4,010,568	2,941,446
Allowance for loan losses	(43,261)	(45,500)
Net loans	3,967,307	2,895,946
ACCRUED INTEREST RECEIVABLE	16,635	14,298
BANK PREMISES AND EQUIPMENT, Net	75,444	73,213
OTHER ASSETS:
Goodwill	169,125	121,973
Bank owned life insurance	80,664	64,827
Other intangibles	4,446	4,389
Other assets	62,622	57,871
Total other assets	316,857	249,060
TOTAL ASSETS	5,738,593	4,826,695
Deposits:
Non-interest bearing deposits	518,294	409,232
Interest-bearing deposits	3,639,894	3,042,691
Total deposits	4,158,188	3,451,923
Borrowed funds	490,423	190,405
Other liabilities	76,226	68,821
Total liabilities	4,724,837	3,711,149
COMMITMENTS AND CONTINGENCIES (Note 20)
STOCKHOLDERS' EQUITY:
Preferred Stock - $.01 par value; 100,000,000 shares authorized, None issued or outstanding as of December 31, 2016 and December 31, 2015
Common Stock - $.01 par value 500,000,000 shares authorized, 83,383,917 and 82,949,191 issued and 75,637,684 and 82,918,595 outstanding, as of December 31, 2016 and 2015, respectively	834	829
Additional paid-in capital	772,925	787,503
Unearned common stock held by employee savings and stock ownership plan	(29,546)	(32,014)
Retained earnings (partially restricted)	399,620	382,951
Accumulated other comprehensive loss	(25,833)	(23,374)
Treasury Stock at cost, 7,746,233 shares and 30,596 shares at December 31, 2016 and 2015, respectively	(104,244)	(349)
Total stockholders' equity	1,013,756	1,115,546
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 5,738,593	$ 4,826,695

CONSOLIDATED STATEMENTS OF FIN3

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
Available-for-sale, amortized cost (in dollars)	$ 449,655	$ 650,439
Held-to-maturity, estimated fair value (in dollars)	$ 597,785	$ 695,290
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	83,383,917	82,949,191
Common Stock, shares outstanding	75,637,684	82,918,595
Treasury Stock, shares	7,746,233	30,596

CONSOLIDATED STATEMENTS OF INCO

CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
INTEREST INCOME:
Interest and fees on loans	$ 147,690	$ 111,879	$ 106,432
Interest on overnight investments	935	758	712
Interest and dividends on investment securities:
Taxable	24,002	29,151	29,710
Tax-exempt	1,166	1,551	2,451
Total interest income	173,793	143,339	139,305
Interest on deposits:
Interest bearing checking accounts	2,218	1,615	1,783
Money market and savings deposits	5,751	5,280	5,376
Time deposits	7,722	7,156	7,819
Total	15,691	14,051	14,978
Interest on borrowed funds	7,185	5,066	6,903
Total interest expense	22,876	19,117	21,881
Net interest income	150,917	124,222	117,424
Provision for loan losses	485	(3,600)	200
Net interest income after provision for loan losses	150,432	127,822	117,224
NON-INTEREST INCOME:
Insurance and advisory commission and fee income	6,719	6,796	7,004
Service charges and other income	18,421	16,780	14,992
Mortgage banking income	854	727	583
Net gain on sale of non-performing commercial loans HFS			1,583
Net gain (loss) on sale of investment securities	1,811	(19)	621
Total non-interest income	27,805	24,284	24,783
NON-INTEREST EXPENSE:
Salaries and employee benefits	68,515	62,970	60,226
Occupancy expense	9,786	9,201	10,390
Depreciation, amortization and maintenance	9,942	9,026	8,951
Marketing expense	4,404	3,806	2,802
Intangible amortization expense	2,190	1,883	1,870
FDIC insurance	2,055	2,142	2,850
Merger and restructuring charges	8,765	753
Professional fees	5,342	4,449	3,972
Classified loan & other real estate owned related expense	1,103	1,192	1,915
Other	27,022	23,066	25,275
Total non-interest expense	139,124	118,488	118,251
Income before income taxes	39,113	33,618	23,756
Income tax expense	13,644	10,725	5,723
NET INCOME	$ 25,469	$ 22,893	$ 18,033
NET EARNINGS PER SHARE - Basic (in dollars per share)	$ 0.34	$ 0.29	$ 0.22
NET EARNINGS PER SHARE - Diluted (in dollars per share)	0.34	$ 0.29	$ 0.22
DIVIDENDS DECLARED PER SHARE	$ 0.12
Average common shares outstanding - Basic (in shares)	71,902,158	78,513,929	80,701,991
Average common shares outstanding - Diluted (in shares)	72,632,437	79,276,984	81,379,981

CONSOLIDATED STATEMENTS OF COMP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Net income	$ 25,469	$ 22,893	$ 18,033
Unrealized gains (losses) on securities:
Unrealized holding (losses) gains on available for sale securities arising during the period (net of deferred tax of $1,048, $1,564, and $6,465 for the years ended December 31, 2016, 2015, and 2014, respectively)	(1,804)	(2,705)	11,160
Unrealized losses on available-for sale securities transferred to held-to-maturity during the period (net of deferred tax of $1,990 for the year ended December 31, 2014)			(3,426)
Accretion of unrealized losses on available-for-sale securities transferred to held-to-maturity (net of deferred tax of $303, $303, and $269 for the years ended December 31, 2016, 2015, and 2014, respectively)	506	524	449
Reclassification adjustment for net losses (gains) on available for sale securities included in net income (net of tax of $5, $7, and $227 for the years ended December 31, 2016, 2015, and 2014, respectively)	9	12	(394)
Defined benefit pension plans:
Pension (losses) gains, other postretirement and postemployment benefit plan adjustments (net of tax of $201, $936, and $4,904 for the years ended December 31, 2016, 2015, and 2014, respectively)	(1,170)	1,458	(9,098)
Total other comprehensive loss	(2,459)	(711)	(1,309)
Comprehensive income	$ 23,010	$ 22,182	$ 16,724

CONSOLIDATED STATEMENTS OF COM6

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Unrealized holding (losses) gains on available-for-sale securities arising during the period, deferred tax	$ 1,048	$ 1,564	$ 6,465
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	303	303	269
Reclassification adjustment for net losses (gains) on available-for-sale securities included in net income, tax	5	7	227
Pension (losses) gains, other postretirement and postemployment benefit plan adjustments, tax	$ 201	$ 936	$ 4,904

CONSOLIDATED STATEMENTS OF CHAN

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S 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 Income (Loss)	Total
BALANCE, beginning at Dec. 31, 2013							$ 823	$ 356,963	$ (16,102)	$ 342,025	$ (47,209)	$ (21,354)	$ 615,146
BALANCE, beginning (in shares) at Dec. 31, 2013							90,520,348
Increase (Decrease) in Stockholders' Equity
Net income										18,033			18,033
KSOP shares committed to be released (includes net tax liability of $186 and $185 for 2015 and 2014, respectively)								291	1,796				2,087
Stock option expense (includes tax benefit of $191 and $119 for 2016 and 2015, respectively)								1,562					1,562
Restricted stock shares (includes tax benefit of $170 and $8 for 2016 and 2015, respectively)								1,047					1,047
Stock options exercised (includes tax benefit of $59 for 2014)							$ 3	2,822					2,825
Stock options exercised (in shares)							289,273
Purchase of treasury stock											(28,497)		(28,497)
Net unrealized gain (losses) on AFS securities arising during the year (net of deferred tax of $1048, $1,564, and $6,465 for 2016, 2015 and 2014, respectively)												11,160	11,160
Unrealized losses on AFS securities transferred to HTM during the year (net of deferred tax of $1,990 for 2014)												(3,426)	(3,426)
Accretion of unrealized losses on AFS securities transferred to HTM during the period (net of deferred tax of $303, $303, and $269 for 2016, 2015, and 2014, respectively)												449	449
Reclassification adjustment for net gains on AFS securities included in net income (net of tax of $5, $7, and $227 for the years ended December 31, 2016, 2015, and 2014, respectively)												(394)	(394)
Pension, other postretirement and postemployment benefit plan adjustments (net of tax of $201, $936, and 4,904 for 2016, 2015, and 2014, respectively)												(9,098)	(9,098)
BALANCE, ending at Dec. 31, 2014							$ 826	362,685	(14,306)	360,058	(75,706)	(22,663)	610,894
BALANCE, ending (in shares) at Dec. 31, 2014							90,809,621
Increase (Decrease) in Stockholders' Equity
Net income										22,893			22,893
KSOP shares committed to be released (includes net tax liability of $186 and $185 for 2015 and 2014, respectively)								626	2,445				3,071
Stock option expense (includes tax benefit of $191 and $119 for 2016 and 2015, respectively)								1,602					1,602
Restricted stock shares (includes tax benefit of $170 and $8 for 2016 and 2015, respectively)								1,442					1,442
Stock options exercised (includes tax benefit of $59 for 2014)							$ 2	2,304					2,306
Stock options exercised (in shares)							236,518
Purchase of treasury stock	[1]										(349)		(349)
Net unrealized gain (losses) on AFS securities arising during the year (net of deferred tax of $1048, $1,564, and $6,465 for 2016, 2015 and 2014, respectively)												(2,705)	(2,705)
Accretion of unrealized losses on AFS securities transferred to HTM during the period (net of deferred tax of $303, $303, and $269 for 2016, 2015, and 2014, respectively)												524	524
Reclassification adjustment for net gains on AFS securities included in net income (net of tax of $5, $7, and $227 for the years ended December 31, 2016, 2015, and 2014, respectively)												12	12
Pension, other postretirement and postemployment benefit plan adjustments (net of tax of $201, $936, and 4,904 for 2016, 2015, and 2014, respectively)												1,458	1,458
Beneficial Mutual Saving Bank MHC shares sold in public offering, including 2,015,352 shares purchased by the ESOP, net of offering costs		$ 1	$ 494,550	$ (20,153)		$ 474,398
Beneficial Mutual Saving Bank MHC shares sold in public offering, including 2,015,352 shares purchased by the ESOP, net of offering costs (in shares)		50,383,817
Retirement of MHC shares (in shares)		(50,367,473)
Fractional shares resulting from conversion of existing shares at 1.0999 exchange ratio (in shares)		(2,063)
Treasury stock retired			$ (75,706)		$ 75,706
Treasury stock retired (in shares)		(8,111,229)
BALANCE, ending at Dec. 31, 2015							$ 829	787,503	(32,014)	382,951	(349)	(23,374)	1,115,546
BALANCE, ending (in shares) at Dec. 31, 2015							82,949,191
Increase (Decrease) in Stockholders' Equity
Net income										25,469			25,469
Dividends Declared ($0.12 per share)										(8,800)			(8,800)
KSOP shares committed to be released (includes net tax liability of $186 and $185 for 2015 and 2014, respectively)								1,303	2,468				3,771
Stock option expense (includes tax benefit of $191 and $119 for 2016 and 2015, respectively)								1,555					1,555
Restricted stock shares (includes tax benefit of $170 and $8 for 2016 and 2015, respectively)								7,694					7,694
Stock options exercised (includes tax benefit of $59 for 2014)							$ 5	4,147					4,152
Stock options exercised (in shares)							434,726
Purchase of treasury stock											(133,172)		(133,172)
Equity plan shares granted from treasury stock, net								(29,277)			29,277
Net unrealized gain (losses) on AFS securities arising during the year (net of deferred tax of $1048, $1,564, and $6,465 for 2016, 2015 and 2014, respectively)												(1,804)	(1,804)
Accretion of unrealized losses on AFS securities transferred to HTM during the period (net of deferred tax of $303, $303, and $269 for 2016, 2015, and 2014, respectively)												506	506
Reclassification adjustment for net gains on AFS securities included in net income (net of tax of $5, $7, and $227 for the years ended December 31, 2016, 2015, and 2014, respectively)												9	9
Pension, other postretirement and postemployment benefit plan adjustments (net of tax of $201, $936, and 4,904 for 2016, 2015, and 2014, respectively)												(1,170)	(1,170)
BALANCE, ending at Dec. 31, 2016							$ 834	$ 772,925	$ (29,546)	$ 399,620	$ (104,244)	$ (25,833)	$ 1,013,756
BALANCE, ending (in shares) at Dec. 31, 2016							83,383,917
[1]	Represents shares that were withheld subject to restricted stock awards,under the Beneficial Bancorp,Inc 2008 Equity Incentive Plan, as payment of taxes upon the vesting of restricted awards.

CONSOLIDATED STATEMENTS OF CHA8

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY (Parenthetical) $ in Thousands	12 Months Ended
	Dec. 31, 2016USD ($)$ / shares	Dec. 31, 2015USD ($)shares	Dec. 31, 2014USD ($)
Dividend declared (in dollars per share) | $ / shares	$ 0.12
KSOP shares committed to be released, tax liability		$ 186	$ 185
Stock option expense, tax benefit	$ 191	119
Restricted stock expense, tax benefit	170	8
Stock options exercised. tax benefit			59
Net unrealized losses on AFS securities arising during the year, deferred tax	1,048	1,564	6,465
Unrealized losses on AFS securities transferred to HTM during the year, deferred tax			1,990
Accretion of unrealized losses on AFS securities transferred to HTM during the year, deferred tax	303	303	269
Reclassification adjustment for net gains on AFS securities included in net income, tax	5	7	227
Pension, other postretirement and postemployment benefit plan adjustments, tax	$ 201	$ 936	$ 4,904
Second-step conversion and stock offering
Exchange ratio	1.0999	1.0999	1.0999
Second-step conversion and stock offering | Bank's employee savings and stock ownership plan
Beneficial Mutual Saving Bank MHC shares sold in public offering, including 2,015,352 shares purchased by the ESOP, net of offering costs (in shares) | shares		2,015,352

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
OPERATING ACTIVITIES:
Net income	$ 25,469	$ 22,893	$ 18,033
Adjustment to reconcile net income to net cash provided by operating activities:
Provision for loan losses	485	(3,600)	200
Depreciation and amortization	6,482	6,079	5,946
Intangible amortization and impairment	2,190	1,883	1,870
Net (gain) loss on sale of investments	(1,811)	19	(621)
Accretion of discount on investments	(369)	(463)	(419)
Amortization of premium on investments	5,633	5,979	5,844
Gain on sale of residential loans held for sale	(305)	(360)	(271)
Net gain on sale of non-performing commercial loans held for sale			(1,583)
Deferred income taxes	6,064	6,184	5,314
Net loss from disposition of premises and equipment	987	314	176
Proceeds from the sale of fixed assets held for sale	535	(146)	(122)
Other real estate impairment	16	4	949
Net gain on sale of other real estate	(180)	(232)	(1,485)
Amortization of KSOP	3,771	3,257	2,087
Increase in bank owned life insurance	(1,507)	(1,478)	(1,886)
Stock based compensation expense	8,888	2,917	2,609
Origination of loans held for sale	(21,507)	(18,412)	(14,366)
Proceeds from sale of loans	19,836	19,050	38,352
Changes in assets and liabilities:
Accrued interest receivable	(1,216)	(915)	616
Accrued interest payable	1,034	(15)	(463)
Income taxes (receivable) payable	(808)	2,256	4,794
Other liabilities	5,395	(400)	(889)
Other assets	4,072	(3,901)	3,063
Net cash provided by operating activities	63,154	40,913	67,748
INVESTING ACTIVITIES:
Loans originated or acquired	(1,418,712)	(1,199,318)	(711,443)
Principal repayment on loans	866,828	677,345	603,905
Purchases of investment securities available for sale	(7,500)	(11,985)	(30,985)
Proceeds from sales of investment securities available for sale	61,248		6,504
Proceeds from maturities, calls or repayments of investment securities available for sale	206,637	125,758	142,908
Purchases of investment securities held to maturity	(23,808)	(70,247)	(122,809)
Proceeds from maturities, calls or repayments of investment securities held to maturity	115,329	99,596	74,437
Net (purchases) sales of money market and mutual funds	(565)	(17,962)	14,867
(Purchase) Redemption of Federal Home Loan Bank stock	(12,138)	44	8,587
Proceeds from the sale of other securities	2,584
Acquisition of Conestoga, net of cash acquired	(79,610)
Acquisition of Pye Karr Ambler & Co., Inc., net of cash acquired		(135)
Proceeds from sale of other real estate owned	2,116	1,008	5,496
Purchases of premises and equipment	(3,328)	(4,548)	(14,597)
Proceeds from sale of premises and equipment	21	2,870	24
Cash provided by (used in) other investing activities	432	162	(349)
Net cash used in investing activities	(290,466)	(397,412)	(23,455)
FINANCING ACTIVITIES:
Increase in borrowed funds	495,993	11,000	12,000
Repayment of borrowed funds	(195,975)	(10,983)	(71,982)
Net increase (decrease) in checking, savings and demand accounts	114,505	107,787	(196,850)
Stock subscription deposits received			463,036
Net increase (decrease) in time deposits	3,374	(53,484)	(46,493)
Cash dividend paid to stockholders	(8,800)
Proceeds from the exercise of stock options	4,152	2,306	2,766
Excess tax benefit related to stock based compensation awards	361	127	59
Purchase of treasury stock	(133,172)	(349)	(28,497)
Net cash provided by financing activities	280,438	56,404	134,039
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	53,126	(300,095)	178,332
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	233,920	534,015	355,683
CASH AND CASH EQUIVALENTS, END OF YEAR	287,046	233,920	534,015
SUPPLEMENTAL DISCLOSURES OF CASH FLOW AND NON-CASH INFORMATION:
Cash payments for interest	21,842	19,132	22,344
Cash payments (refunds) for income taxes	7,771	2,304	(4,261)
Transfers of loans to other real estate owned	363	441	273
Transfers of bank branches to fixed assets held for sale		744	391
Transfers of securities at fair value from available for sale to held to maturity			152,200
Contribution to pension plan	351	351	$ 351
Acquisition of noncash assets and liabilities
Assets acquired	649,880
Liabilities assumed	$ 589,255
Issuance of common stock funded by stock subscriptions received prior to January 1, 2015, net of offering costs		$ 474,398

NATURE OF OPERATIONS

NATURE OF OPERATIONS	12 Months Ended
	Dec. 31, 2016
NATURE OF OPERATIONS
NATURE OF OPERATIONS	1. NATURE OF OPERATIONS The Company is a Maryland corporation and owns 100% of the 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 63 offices throughout the Philadelphia and Southern New Jersey area. The Bank is supervised and regulated by the Department and the FDIC. The Company is regulated by 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. The Company that was incorporated in August 2014 to be the successor to 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.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2016
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Basis of Presentation — The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Specifically, the financial statements include the accounts of 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) Beneficial Equipment Finance Corporation, a business equipment leasing company. Additionally, the Company has subsidiaries that hold other real estate acquired in foreclosure or transferred from the commercial real estate loan portfolio. All significant intercompany accounts and transactions have been eliminated. The various services and products support each other and are interrelated. 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 aggregated into one reportable operating segment: community banking as 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 consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“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 disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. The 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. Investment Securities — The Company classifies and accounts for debt and equity securities as follows: Held-to-Maturity — Debt securities that management has the positive intent and ability to hold to maturity are classified as “held-to-maturity” and are recorded at amortized cost. Premiums are amortized and discounts are accreted using the interest method over the estimated remaining term of the underlying security. Available-for-Sale — Debt securities that will be held for indefinite periods of time, including equity securities with readily determinable fair values, that may be sold in response to changes to market interest or prepayment rates, needs for liquidity, and changes in the availability of and the yield of alternative investments, are classified as “available-for-sale” and recorded at fair value, with unrealized gains and losses excluded from earnings and reported net of tax in other comprehensive income. Realized gains and losses on the sale of investment securities are recorded as of trade date and reported in the consolidated statements of income and determined using the adjusted cost of the specific security sold. The Company determines whether any 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 other-than-temporary impairment (“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. In accordance with accounting guidance for equity securities, the Company evaluates its securities portfolio for other-than-temporary impairment throughout the year. Each investment that has an estimated fair value less than the book value is reviewed on a quarterly basis by management. Management considers at a minimum the following factors that, both individually or in combination, could indicate that the decline is other-than-temporary: (1) the length of time and the extent to which the fair value has been less than book value, (2) the financial condition and the near-term prospects of the issuer, and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. Among other factors that are considered in determining the Company’s intent and ability to maintain an investment is a review of the capital adequacy, interest rate risk profile and liquidity position of the Company. Declines in the fair value of held-to-maturity and available-for-sale securities below their cost that are deemed to be other-than-temporary are reflected in earnings as realized losses. Accounting guidance for debt securities requires the Company to assess whether the loss existed by considering whether (1) the Company has the intent to sell the security, (2) it is more likely than not that it will be required to sell the security before recovery, or (3) it does not expect to recover the entire amortized cost basis of the security. The guidance requires the Company to bifurcate the impact on securities where impairment in value was deemed to be other than temporary between the component representing credit loss and the component representing loss related to other factors. The portion of the fair value decline attributable to credit loss must be recognized through a charge to earnings. The difference between the fair market value and the credit loss is recognized in other comprehensive income. The Company invests in Federal Home Loan Bank of Pittsburgh (“FHLB”) stock as required to support borrowing activities, as detailed in Note 14 to these consolidated financial statements. Although FHLB stock is an equity interest in a FHLB, it does not have a readily determinable fair value because its ownership is restricted and it lacks a market. FHLB stock can be sold back only at its par value of $100 per share and only to the FHLBs or to another member institution. The Company evaluates this investment for impairment on the ultimate recoverability of the par value rather than by recognizing temporary declines in value. The Company reports its investment in FHLB stock at cost in the consolidated statements of financial condition. The Company reviews FHLB stock for impairment based on guidance from FASB ASC Topic 320 for Investments — Debt and Equity Securities and FASB ASC Topic 942 for Financial Services — Depository and Lending and has concluded that its investment is not impaired. Loans and Leases — The Company’s loan and lease portfolio consists of commercial loans and leases, residential loans and consumer loans. Commercial loans and leases include commercial real estate loans, commercial construction loans, commercial business loans, and small business commercial leases. Residential loans include residential mortgage loans secured primarily by first liens on one-to four-family residential properties. Consumer loans consist primarily of home equity loans and lines of credit, personal loans, automobile loans and education loans. Loan balances are stated at their principal balances, net of unamortized fees and costs. Interest on loans is calculated based upon the principal amount outstanding. Loan fees and certain direct loan origination costs are deferred and recognized as a yield adjustment over the life of the loans using the interest method. Generally, loans are placed on non-accrual status when the loan becomes 90 days delinquent and any collateral or discounted cash flow deficiency is charged-off. Unsecured consumer loans are typically charged-off when they become 90 days past due. In all cases, loans are placed on non-accrual or charged-off at an earlier date if collection of principal or interest is considered doubtful. Government guaranteed student loans greater than 90 days continue to accrue interest as they are government guaranteed with little risk of credit loss. When a loan is determined to be impaired, it is placed on non-accrual status and all interest that had been accrued and not collected is reversed against interest income. Payments received on non-accrual loans are applied to principal balances until paid in full and then to interest income. 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; · Approval by the Special Assets Committee which consists of the Chief Credit Officer, the Chief Financial Officer and other members of senior management. Allowance for Loan and Lease Losses — The allowance for loan and lease losses is determined by management based upon portfolio segment, past experience, evaluation of estimated loss and impairment in the loan portfolio, current economic conditions and other pertinent factors. Management also considers risk characteristics by portfolio segments including, but not limited to, renewals and real estate valuations. The allowance for loan and lease losses is maintained at a level that management considers appropriate to provide for estimated losses and impairment based upon an evaluation of known and inherent risk in the loan portfolio. Loan impairment is evaluated based on the fair value of collateral or estimated net realizable value. While management uses the best information available to make such evaluations, future adjustments to the allowance may be necessary if economic conditions differ substantially from the assumptions used in making the evaluations. The allowance for loan and lease losses is established through a provision for loan losses charged to expense which is based upon past loan and loss experience and an evaluation of estimated losses in the current loan portfolio, including the evaluation of impaired loans. In addition, the FDIC and the Department, as an integral part of their examination process, periodically review our allowance for loan and lease losses and may require us to increase our provision for loan losses or recognize further loan charge-offs. Under the accounting guidance FASB ASC Topic 310 for Receivables , 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 present value of expected future cash flows discounted at the loan’s effective interest rate, or the fair value of the collateral if the loan is collateral-dependent. Impairment losses are included in the provision for loan losses. Troubled Debt Restructurings — The Company considers a loan a TDR when the borrower is experiencing financial difficulty and the Company has granted 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 (which may include foreclosure or deed in lieu of foreclosure) or a combination of types. The Company 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 Company considers all TDR loans that are on non-accrual status to be impaired loans. The Company evaluates all TDR loans for impairment on an individual basis in accordance with ASC 310. We will not consider a loan a TDR if the loan modification was a result of a customer retention program. Loans Acquired With Deteriorated Credit Quality — The Company accounts for loans acquired with deteriorated credit quality in accordance with the provisions included in FASB ASC 310-30 Loans and Debt Securities Acquired with Deteriorated Credit Quality . For these loans, the Company determined that there is evidence of deterioration in credit quality since the origination of the loan and that it was probable, at the acquisition date, that the Company will be unable to collect all contractually required payments receivable. These loans are recorded at fair value, at the acquisition date, reflecting the present value of the amounts expected to be collected. Subsequently, the Company evaluates loans acquired with deteriorated credit quality individually for further impairment on a quarterly basis. Loans Acquired Without Deteriorated Credit Quality — The Company accounts for loans acquired without deteriorated credit quality in accordance with the provisions included in FASB ASC 310-20 Receivables. These loans are recorded at fair value, at the acquisition date, and are subsequently reviewed on a quarterly basis to evaluate whether the remaining fair value mark is sufficient to cover expected losses over the remaining life of the loan portfolios. Mortgage Banking Activities — The Company originates mortgage loans held for investment and for sale. At origination, mortgage loans are identified as either held for sale or held for investment. Mortgage loans held for sale are carried at the lower of cost or market, determined on a net aggregate basis. The Company originates residential mortgage loans for sale primarily to institutional investors, such as Fannie Mae. The Company retains the mortgage servicing rights (“MSRs”) for the loans sold to Fannie Mae. The Company elected the fair value measurement method to value its existing MSRs 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. SBA Loan Servicing — The Company sells guaranteed portion of certain Small Business Administration (“SBA”) loans to third parties and retains servicing rights and receives servicing fees. All such transfers are accounted for as sales. While the Company may retain a portion of certain sold SBA loans, its continuing involvement in the portion of the loan that was sold is limited to certain servicing responsibilities. When the contractual servicing fees on loans sold with servicing retained are expected to be more than adequate compensation to a servicer for performing the servicing, a capitalized servicing asset is recognized. The Company accounts for the transfers and servicing of financial assets in accordance with ASC 860, Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities. Bank Premises and Equipment — Bank premises and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using a straight-line method over the estimated useful lives of 10 to 40 years for buildings and three to 20 years for furniture, fixtures and equipment. Leasehold improvements are amortized using the straight-line method over the terms of the respective leases or the useful lives of the respective assets, whichever is less. Real Estate Owned — Real estate owned includes properties acquired by foreclosure or deed in-lieu of foreclosure and premises no longer used in operations. These assets are initially recorded at the lower of carrying value of the loan or estimated fair value less selling costs at the time of foreclosure and at the lower of the new cost basis or fair value less selling costs thereafter. Losses arising from foreclosure transactions are charged against the allowance for loan losses. The amounts recoverable from real estate owned could differ materially from the amounts used in arriving at the net carrying value of the assets at the time of foreclosure because of future market factors beyond the control of the Company. Costs relating to the development and improvement of real estate owned properties are capitalized to the extent realizable and supported by the fair value of the property less selling costs and other costs relating to holding the property that are charged to expense. Real estate owned is periodically evaluated for impairment and reductions in carrying value are recognized in the Company’s consolidated statements of operations as “classified loan and other real estate owned related expense.” Income Taxes — Deferred income taxes are recognized for the tax consequences of “temporary differences” by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. A deferred tax liability is recognized for temporary differences that will result in taxable amounts in future years. A deferred tax asset is recognized for temporary differences that will result in deductible amounts in future years and for carryforwards. A valuation allowance is recognized if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax asset will not be realized. The Company accounts for uncertain tax positions in accordance with FASB ASC Topic 740 for Income Taxes . The guidance clarifies the accounting and reporting for income taxes where interpretation of the tax law may be uncertain. The FASB prescribes a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of income tax uncertainties with respect to positions taken or expected to be taken in income tax returns. The uncertain tax liability for uncertain tax positions was zero at December 31, 2016 and December 31, 2015. Goodwill and Other Intangibles — Net assets of companies acquired in purchase transactions are recorded at fair value at the date of acquisition and, as such, the historical cost basis of individual assets and liabilities are adjusted to reflect their fair value. Finite lived intangibles are amortized on an accelerated or straight-line basis over the period benefited. In accordance with FASB ASC Topic 350 for Intangibles — Goodwill and Other , goodwill is not amortized but is reviewed for potential impairment on an annual basis, or if events or circumstances indicate a potential impairment, at the reporting unit level. The Company’s review for impairment includes an assessment of qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value, including goodwill. If it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value, including goodwill, the first step of the two-step quantitative goodwill impairment test is performed, which compares the fair value of the reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired. However, if the carrying amount of the reporting unit exceeds its fair value, an additional procedure must be performed. That additional procedure compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. An impairment loss is recorded to the extent that the carrying amount of goodwill exceeds its implied fair value. Other intangible assets subject to amortization are evaluated for impairment in accordance with applicable accounting guidance. An impairment loss will be recognized if the carrying amount of the intangible asset is not recoverable and exceeds fair value. The carrying amount of the intangible is considered not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use of the asset. The other intangibles are amortizing intangibles, which primarily consist of core deposit intangibles which are amortized over an estimated useful life of ten years. Cash Surrender Value of Life Insurance — The Company funds the purchase of insurance policies on the lives of certain officers and employees of the Company. The Company has recognized any change in cash surrender value of life insurance in non-interest income in the Company’s consolidated statements of operations. The Company has recognized insurance costs in non-interest expense in the Company’s consolidated statements of operations. Comprehensive Income — The Company presents a separate financial statement of comprehensive income that includes amounts from transactions and other events excluded from the Company’s consolidated statements of operations and recorded directly to retained earnings. Pension and Other Postretirement Benefits — The Company currently provides certain postretirement benefits to qualified retired employees. These postretirement benefits principally pertain to health insurance coverage and life insurance. The cost of such benefits is accrued during the years the employee provides service. 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 benefits associated with these arrangements and plans are earned over a service period, and the Company estimates the amount of expense applicable to each plan or contract. The estimated obligations for the plans and contracts are reflected as liabilities on the Company’s consolidated statements of condition. Employee Savings and Stock Ownership Plan (“KSOP”) — The Company accounts for its KSOP based on guidance set forth in FASB ASC Topic 715 for Compensation — Retirement Benefits . Shares are released to participants proportionately as the loan is repaid. If the Company declares a dividend, the dividends on the allocated shares would be recorded as dividends and charged to retained earnings. Dividends declared on common stock held by the KSOP and not allocated to the account of a participant can be used to repay the loan. Allocation of shares to the KSOP participants is contingent upon the repayment of the loan to the Company. Stock Based Compensation — The Company accounts for stock awards and stock options granted to employees and directors based on guidance set forth in FASB ASC Topic 718 for Compensation — Stock Compensation . The Company recognizes the related expense for the options and awards over the service period using the straight-line method. Earnings Per Share — The Company uses the two-class method to calculate earnings per share as the unvested restricted stock issued under the Company’s equity incentive plans are participating shares with nonforfeitable rights to dividends. Under the two-class method, earnings per common share are computed by dividing the sum of distributed earnings to common shareholders and undistributed earnings allocated to common shareholders by the weighted average number of common shares outstanding for the period. In applying the two-class method, undistributed earnings are allocated to both common shares and participating securities based on the number of weighted average shares outstanding during the period. Diluted earnings per share reflect additional common shares that would have been outstanding if options on common shares had been exercised, as well as any adjustment to income that would result from the assumed issuance. Potential common shares that may be issued by the Company relate solely to outstanding stock options, and are determined using the treasury stock method. The effects of options to issue common stock are excluded from the computation of diluted earnings per share in periods in which the effect would be antidilutive. Cash and Cash Equivalents — For purposes of the consolidated statements of cash flows, cash and cash equivalents include cash and balances due from banks, interest bearing deposits and federal funds sold. Recent Accounting Pronouncements In January 2017, the FASB issued ASU 2017-04: Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. To simplify the subsequent measurement of goodwill, this update eliminates Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, under the amendments in this update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. An entity should apply the amendments in this Update on a prospective basis. A public business entity that is a U.S. Securities and Exchange Commission (SEC) filer should adopt the amendments in this update for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company does not anticipate a material impact to the consolidated financial statements at this time. Also in January 2017, the FASB issued ASU 2017-03: Accounting Changes and Error Corrections (Topic 250) and Investments—Equity Method and Joint Ventures (Topic 323). The amendments in this update add and amend SEC paragraphs pursuant to the SEC Staff Announcements at the September 22, 2016 and November 17, 2016 Emerging Issues Task Force (EITF) meetings. The Company does not anticipate a material impact to the consolidated financial statements at this time. Also in January 2017, the FASB issued ASU 2017-01: Business Combinations (Topic 805), Clarifying the Definition of a Business. The amendments in this update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments in this update affect all reporting entities that must determine whether they have acquired or sold a business. Public business entities should apply the amendments in this update to annual periods beginning after December 15, 2017, including interim periods within those periods. The Company intends to comply with the effective date of this update and does not anticipate an impact to the consolidated financial statements at this time. In December 2016, the FASB issued ASU 2016-20: Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. The amendments in this update cover a variety of Topics in the Codification related to the new revenue recognition standard (Accounting Standards Update No. 2014-09). The amendments in this update represent changes to make minor corrections or 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. The Company does not anticipate a material impact to the consolidated financial statements. Also in December 2016, the FASB issued ASU 2016-19: Technical Corrections and Improvements. The amendments in this update cover a wide range of Topics in the Codification. The amendments in this update represent changes to make corrections or 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. The Company does not anticipate a material impact to the consolidated financial statements. In November 2016, the FASB issued ASU 2016-18: Statement of Cash Flows (Topic 230): Restricted Cash, a consensus of the FASB Emerging Issues Task Force. Stakeholders indicated that diversity exists in the classification and presentation of changes in restricted cash on the statement of cash flows under Topic 230, Statement of Cash Flows. This update addresses that diversity. The amendments in this update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this update apply to all entities that have restricted cash or restricted cash equivalents and are required to present a statement of cash flows under Topic 230. The Company evaluated the amendments of this update and does not anticipate an impact to the consolidated financial statements. In August 2016, the FASB issued ASU 2016-15: Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. Stakeholders indicated that there is diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230, Statement of Cash Flows, and other Topics. This update addresses the following eight cash flow issues: Debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies (COLIs) (including bank-owned life insurance policies (BOLIs)); distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. The amendments in this update apply to all entities, including both business entities and not-for-profit entities that are required to present a statement of cash flows under Topic 230. The amendments in this update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company does not anticipate a material impact to the consolidated financial statements at this time. In June 2016, the FASB issued ASU 2016-13: Financial Instruments —Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. Topic 326 amends guidance on reporting credit losses for assets held at amortized cost basis and available for sale debt securities. For assets held at amortized cost basis, Topic 326 eliminates the probable initial recognition threshold in current GAAP and, instead, requires an entity to reflect its current estimate of all expected credit losses. For available for sale debt securities, credit losses should be measured in a manner similar to current GAAP, however Topic 326 will require that credit losses be presented as an allowance rather than as a write-down. This update affects entities hold

ACQUISITION OF CONESTOGA BANK

ACQUISITION OF CONESTOGA BANK	12 Months Ended
	Dec. 31, 2016
ACQUISITION OF CONESTOGA BANK
ACQUISITION OF CONESTOGA BANK	3. ACQUISITION OF CONESTOGA BANK On April 14, 2016, Beneficial completed the acquisition of Conestoga Bank. Pursuant to the terms of the Stock Purchase Agreement, dated October 21, 2015, between the Company, Conestoga Bancorp, Inc. (“Conestoga”) and Conestoga Bank, the Company acquired Conestoga’s ownership interest in Conestoga Bank for a cash payment of $105.0 million and Conestoga Bank subsequently merged with and into Beneficial Bank. The results of Conestoga Bank’s operations are included in the Company’s unaudited condensed Consolidated Statements of Operations for the period beginning on April 15, 2016, the date of the acquisition, through December 31, 2016. During the year ended December 31, 2016, the Company recorded $7.2 million of merger and other restructuring charges as a result of the completion of the transaction. The acquisition of Conestoga Bank increased the Company’s market share in southeastern Pennsylvania and provided Beneficial with a number of new branches. The acquisition of Conestoga Bank was accounted for using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed and consideration paid were recorded at their estimated fair values as of the acquisition date. The excess of consideration paid over the fair value of net assets acquired was recorded as goodwill in the amount of approximately $47.2 million, which will not be amortizable and is not deductible for tax purposes. The Company allocated the total balance of goodwill to its banking segment. The fair values listed below are preliminary estimates and are subject to adjustment. While they are not expected to be materially different than those shown, any material adjustments to the estimates will be reflected, retroactively, as of the date of the acquisition. In connection with the acquisition of Conestoga Bank, the consideration paid, and the fair value of identifiable assets acquired and liabilities assumed as of the date of acquisition are summarized in the following table: (In thousands) Consideration Paid Cash paid to Conestoga Bank $ Change in control payments Value of consideration Assets acquired: Cash and due from banks $ Investment securities FHLB stock Loans and leases Premises and equipment Bank owned life insurance Core deposit intangible Real estate owned Accrued interest receivable Deferred tax asset Other assets Total assets Liabilities assumed: Deposits $ Accrued interest payable Other liabilities Total liabilities Net assets acquired Goodwill resulting from acquisition of Conestoga Bank $ The following table details the changes in fair value of the net assets acquired and liabilities assumed as of April 14, 2016 from the amounts originally reported in the Company’s Form 10-Q for the quarterly period ended September 30, 2016: Goodwill Conestoga Bank Reported as of September 30, 2016 $ Effect of adjustments to: Loans and leases ) Real estate owned Deferred tax asset Premises and equipment Other assets Other liabilities Total adjustments ) Adjusted goodwill Conestoga Bank as of December 31, 2016 $ The changes to goodwill during the three months ended December 31, 2016 are primarily due to final market values received on assets acquired and adjustments to acquired deferred tax assets based on filing final tax returns. In many cases, the fair values of assets acquired and liabilities assumed were determined by estimating the cash flows expected to result from those assets and liabilities and discounting them at appropriate market rates. The most significant category of assets for which this procedure was used was acquired loans. The excess of expected cash flows above the fair value of the majority of loans will be accreted to interest income over the remaining lives of the loans in accordance with FASB ASC 310-20. Certain loans, for which specific credit-related deterioration was identified, are recorded at fair value, reflecting the present value of the amounts expected to be collected. Income recognition on these loans is based on a reasonable expectation of the timing and amount of cash flows to be collected. The timing of the sale of loan collateral was estimated for acquired loans deemed impaired and considered collateral dependent. For these collateral dependent impaired loans, the excess of the future expected cash flow over the present value of the future expected cash flow represents the accretable yield, which will be accreted into interest income over the estimated liquidation period using the effective interest method. The following table details the loans that are accounted for in accordance with FASB ASC 310-30 as of April 14, 2016: (Dollars in thousands) Contractually required principal and interest at acquisition $ Contractual cash flows not expected to be collected (nonaccretable difference) Expected cash flows at acquisition Interest component of expected cash flows (accretable discount) Fair value of acquired loans accounted for under FASB ASC 310-30 $ Acquired loans not subject to the requirements of FASB ASC 310-30 are recorded at fair value. The fair value mark on each of these loans will be accreted into interest income over the remaining life of the loan. The following table details loans that are not accounted for in accordance with FASB ASC 310-30 as of April 14, 2016: (Dollars in thousands) Contractually required principal and interest at acquisition $ Contractual cash flows not expected to be collected (credit mark) Expected cash flows at acquisition Interest rate premium mark Fair value of acquired loans not accounted for under FASB ASC 310-30 $ In accordance with GAAP, there was no carryover of the allowance for loan losses that had been previously recorded by Conestoga Bank. In connection with the acquisition of Conestoga Bank, the Company acquired an investment portfolio with a fair value of $59.4 million. All investment securities were subsequently sold at fair value. In connection with the acquisition of Conestoga Bank, the Company recorded a net deferred income tax asset of $12.5 million related to Conestoga Bank’s net operating loss carryforward, as well as other tax attributes of the acquired company, along with the tax effects of fair value adjustments resulting from applying the acquisition method of accounting. The fair value of savings and transaction deposit accounts acquired from Conestoga Bank provide value to the Company as a source of stable and low cost funds. The fair value of the core deposit intangible (“CDI”) was determined based on a discounted cash flow analysis. To calculate cash flows, deposit account servicing costs (net of deposit fee income) and interest expense on deposits were compared to the cost of alternative funding sources available to the Company. The life of the deposit base and projected deposit attrition rates were determined using Beneficial’s historical deposit data. The CDI was valued at $2.2 million or 0.65% of deposits. The intangible asset is being amortized on an accelerated basis over ten years. Amortization for the year ended December 31, 2016 was $289 thousand. Certificates of deposit accounts were valued by comparing the contractual cost of the portfolio to an alternative deposit portfolio bearing current market rates. The portfolio was segregated into pools based on remaining maturity. For each pool, the projected cash flows from maturing certificates were then calculated based on contractual rates and prevailing market rates. The valuation adjustment for each pool is equal to the present value of the difference of these two cash flows, discounted at the assumed market rate for a certificate with a corresponding maturity. This valuation adjustment was valued at $588 thousand and is being amortized in line with the expected cash flows driven by maturities of these deposits over the next five years. Amortization for the year ended December 31, 2016 was $408 thousand. Direct costs related to the acquisition of Conestoga Bank were expensed as incurred. During the year ended December 31, 2016, the Company incurred $7.2 million in acquisition integration expenses related to the acquisition, including $3.3 million of professional fees and third party vendor contract termination expenses, $1.6 million of facility expenses, $1.2 million of severance expenses, and $1.1 million of other acquisition expenses. The following table presents actual operating results attributable to Conestoga Bank since the April 14, 2016 acquisition date through December 31, 2016. This information does not include purchase accounting adjustments or acquisition integration costs. (Dollars in thousands) Conestoga Bank Net interest income $ Non-interest income Non-interest expense ) Income taxes ) Net income $ The following table presents unaudited pro forma information as if the acquisition of Conestoga Bank had occurred on January 1, 2015. This pro forma information gives effect to certain adjustments, including purchase accounting fair value adjustments, amortization of core deposit and other intangibles and related income tax effects. Acquisition costs expensed by Beneficial Bank of $7.2 million and Conestoga Bank of $947 thousand were estimated to have been incurred during the year ended December 31, 2015. The pro forma information does not necessarily reflect the results of operations that would have occurred had the acquisition of Conestoga Bank occurred at the beginning of 2015. Expected cost savings are not reflected in the pro forma amounts. Pro forma For the Year Ended (Dollars in thousands) December 31, 2016 December 31, 2015 Net interest income $ $ Provision for loan loss ) Non-interest income Non-interest expense ) ) Income taxes ) ) Net income $ $ Net earnings per share Basic $ $ Diluted $ $ Net earnings per share Basic Diluted

CHANGES IN AND RECLASSIFICATION

CHANGES IN AND RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)	12 Months Ended
	Dec. 31, 2016
CHANGES IN AND RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
CHANGES IN AND RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)	4. 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 year ended December 31, 2016. All amounts are presented net of tax. Net unrealized holding gains available-for-sale Defined benefit (Dollars in thousands) securities pension plan items Total Beginning balance, January 1, 2016 $ $ ) $ ) Changes in other comprehensive loss before reclassifications: Unrealized holding losses on AFS securities ) — ) Accretion of unrealized losses on AFS securities transferred to HTM — Pension, other postretirement and postemployment benefit plan adjustments — ) ) Amount reclassified from accumulated other comprehensive loss Net current-period other comprehensive loss ) ) ) Ending balance, December 31, 2016 $ ) $ ) $ ) The following table presents reclassifications out of AOCI by component for the year ended December 31, 2016: For the Year Ended December 31, 2016 (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 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 17 - Pension and Other Postretirement Benefits for additional details. The following table presents the changes in the balances of each component of AOCI for the year ended December 31, 2015. All amounts are presented net of tax. Net unrealized holding gains 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 — Pension, other postretirement and postemployment benefit plan adjustments — Amount reclassified from accumulated other comprehensive loss Net current-period other comprehensive (loss) income ) ) Ending balance, December 31, 2015 $ $ ) $ ) The following table presents reclassifications out of AOCI by component for the year ended December 31, 2015: For the Year Ended December 31, 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 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 17 - Pension and Other Postretirement Benefits for additional details. The following table presents the changes in the balances of each component of AOCI for the year ended December 31, 2014. All amounts are presented net of tax. Net unrealized holding gains 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 — Pension, other postretirement and postemployment benefit plan adjustments — ) ) Amount reclassified from accumulated other comprehensive loss ) Net current-period other comprehensive income (loss) ) ) Ending balance, December 31, 2014 $ $ ) $ ) The following table presents reclassifications out of AOCI by component for the year ended December 31, 2014: For the Year Ended December 31, 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 17 - Pension and Other Postretirement Benefits for additional details.

EARNINGS PER SHARE

EARNINGS PER SHARE	12 Months Ended
	Dec. 31, 2016
EARNINGS PER SHARE
EARNINGS PER SHARE	5. EARNINGS PER SHARE The following table presents a calculation of basic and diluted earnings per share for the years ended December 31, 2016, 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 (“KSOP”) shares and unvested restricted stock shares. Since the Company paid dividends during the year ended December 31, 2016, the Company was required to use the two-class method for 2016 to calculate earnings per share as the unvested restricted stock issued under the Company’s equity incentive plans are participating shares with nonforfeitable rights to dividends. Under the two-class method, earnings per common share are computed by dividing the sum of distributed earnings to common shareholders and undistributed earnings allocated to common shareholders by the weighted average number of common shares outstanding for the period. In applying the two-class method, undistributed earnings are allocated to both common shares and participating securities based on the number of weighted average shares outstanding during the period. Net earnings per share for both common shares and participating securities is the same for the years ended December 31, 2016, 2015, and 2014. See Note 19 to these consolidated financial statements for further discussion of stock grants. EPS Summary For the Year Ended (Dollars in thousands, except share and per share amounts) 2016 2015 2014 Basic and diluted earnings per share: Net income $ $ $ Net income allocated to unvested restricted stock ) — — Net income allocated to common shares $ $ $ Basic average common shares outstanding Effect of dilutive securities (1) Dilutive average shares outstanding Net earnings per share Basic $ $ $ Diluted $ $ $ (1) - Dilutive securities for the year ended December 31, 2016 do not include unvested restricted stock awards. 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 year ended December 31, 2016, there were 2,750 outstanding options that were anti-dilutive and therefore excluded from the earnings per share calculation. For the year ended December 31, 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 year ended December 31, 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 year ended December 31, 2014 has been adjusted to reflect the 1.0999 exchange ratio.

CASH AND DUE FROM BANKS

CASH AND DUE FROM BANKS	12 Months Ended
	Dec. 31, 2016
CASH AND DUE FROM BANKS
CASH AND DUE FROM BANKS	6. CASH AND DUE FROM BANKS The Bank is required to maintain average reserve balances in accordance with federal requirements. Cash and due from banks in the consolidated statements of financial condition include $21.5 million and $16.4 million at December 31, 2016 and 2015, respectively, relating to this requirement. Cash and due from banks includes fiduciary funds of $584 thousand and $476 thousand at December 31, 2016 and 2015, respectively, relating to insurance services.

INVESTMENT SECURITIES

INVESTMENT SECURITIES	12 Months Ended
	Dec. 31, 2016
INVESTMENT SECURITIES
INVESTMENT SECURITIES	7. INVESTMENT SECURITIES The amortized cost and estimated fair value of investments in debt and equity securities at December 31, 2016, and 2015 are as follows: December 31, 2016 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 securities — GSE mortgage-backed securities Collateralized mortgage obligations Municipal bonds — Corporate Securities Money market, mutual funds and certificates of deposit — Total $ $ $ $ December 31, 2016 Investment Securities Held-to-Maturity Gross Gross Estimated Amortized Unrealized Unrealized Fair Cost Gains Losses Value GSE mortgage-backed securities $ $ $ $ Collateralized mortgage obligations Municipal bonds — Foreign bonds — Total $ $ $ $ December 31, 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 $ $ $ — $ Ginnie Mae guaranteed mortgage securities — GSE mortgage-backed securities Collateralized mortgage obligations Municipal bonds — Corporate Bonds — Money market, mutual funds and certificates of deposit — Total $ $ $ $ December 31, 2015 Investment Securities Held-to-Maturity Gross Gross Estimated Amortized Unrealized Unrealized Fair Cost Gains Losses Value GSE mortgage-backed securities $ $ $ $ Collateralized mortgage obligations Municipal bonds — Foreign bonds — Total $ $ $ $ During the year ended December 31, 2016, the Company sold its investment in stock held in a financial institution that was acquired and recorded a $1.8 million gain and also received proceeds from the sale of $356 thousand of mutual funds that resulted in a loss of $14 thousand. During the year ended December 31, 2015, the Bank received proceeds from the sale of $360 thousand of mutual funds that resulted in a loss of $19 thousand. During 2014, the Bank received proceeds from the sale of mortgage-backed securities of $6.5 million and other securities of $364 thousand that resulted in an aggregate net gain of $621 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 December 31, 2016 and 2015: At December 31, 2016 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 $ $ $ $ $ $ Corporate Securities — — Collateralized mortgage obligations Subtotal, debt securities $ $ $ $ $ $ Mutual Funds — — Total temporarily impaired securities $ $ $ $ $ $ At December 31, 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 $ $ $ $ $ $ Corporate 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 or as 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 $8.5 million related to its GSE mortgage-backed securities as of December 31, 2016. Additionally, the Company had an unrealized loss of $527 thousand on GSE collateralized mortgage obligations, an unrealized loss of $185 thousand on corporate securities and an unrealized loss of $9 thousand on mutual funds as of December 31, 2016. 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 0.7% as of December 31, 2016. 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 1.5% as of December 31, 2016. 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 December 31, 2016. 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 1.9% as of December 31, 2016. 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 December 31, 2016. 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 December 31, 2016. Corporate Securities The Company’s investments that were in a loss position for less than 12 months included investment-grade rated subordinated debt issued by financial institutions with an unrealized loss of 1.9% as of December 31, 2016. 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 December 31, 2016. The following table sets forth the stated maturities of the investment securities at December 31, 2016 and 2015. 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. December 31, 2016 December 31, 2015 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 December 31, 2016 and December 31, 2015, $90.7 million and $75.7 million, respectively, of securities were pledged to secure municipal deposits. At December 31, 2016 and December 31, 2015, the Company had $500 thousand and $458 thousand, respectively, of securities pledged as collateral on interest rate swaps.

LOANS

LOANS	12 Months Ended
	Dec. 31, 2016
LOANS
LOANS	8. LOANS Major classifications of loans at December 31, 2016 and 2015 are summarized as follows: December 31, 2016 2015 Commercial: Commercial real estate $ $ Commercial business loans Commercial small business leases — Commercial construction Total commercial loans Residential: Residential real estate Total residential loans Consumer loans: Home equity & lines of credit Personal Education Automobile Total consumer loans Total loans Allowance for losses ) ) Loans, net $ $ On April 14, 2016, the Company acquired $518.3 million of loans and leases in connection with the acquisition of Conestoga Bank. During 2016, the Company entered into $117.5 million of participations in a portfolio of multi-family loans that are included in commercial real estate loans. 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 $2.0 million and $1.2 million of loans held for sale at December 31, 2016, and December 31, 2015, respectively. These loans are carried at the lower of cost or estimated fair value, on an aggregate basis. Residential loans held for sale are loans originated by the Bank to be sold to a third party under contractual obligation to purchase the loans from the Bank. For the years ended December 31, 2016 and December 31, 2015, the Bank sold residential mortgage loans with an unpaid principal balance of approximately $19.5 million and $18.7 million, respectively, and recorded mortgage banking income of approximately $854 thousand and $727 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. During the year ended December 31, 2014, the Company sold a total of $23.6 million of non-performing commercial loans, which resulted in a $1.7 million net charge-off and a $1.6 million gain. There were no sales of non-performing commercial loans during the years ended December 31, 2016 and 2015. 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%. 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 December 31, 2016, shared national credits totaled $234.1 million, which included $95.6 million of leveraged lending transactions. At December 31, 2015, shared national credits totaled $222.4 million, which included $113.7 million of leveraged lending transactions. All of these loans were classified as pass rated as of December 31, 2016 as all payments are current and the loans are performing in accordance with their contractual terms. In the ordinary course of business, the Company has granted loans to executive officers and directors and their affiliates amounting to $263 thousand and $245 thousand at December 31, 2016 and 2015, respectively. The amount of payoffs and repayments with respect to such loans during the years ended December 31, 2016, and 2015 totaled $8 thousand and $56 thousand, respectively. There was one related party loan granted during the year ended December 31, 2016 and 2015. 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 December 31, 2016, 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 December 31, 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 December 31, 2016 and 2015, management believes the previously unallocated component of $550 thousand as of December 31, 2014 was 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 December 31, 2016 or December 31, 2015. The following tables set forth the activity in the allowance for loan losses by portfolio for the years ended December 31, 2016, 2015 and 2014: COMMERCIAL RESIDENTIAL CONSUMER December 31, 2016 Real Business Small Construction Real Home Personal Education Auto Total Allowance for loan losses: Beginning balance $ $ $ — $ $ $ $ $ $ $ Charge-offs ) ) ) — ) ) ) ) ) ) Recoveries — Provision (credit) ) ) ) Allowance ending balance $ $ $ $ $ $ $ $ $ $ Allowance ending balance Individually evaluated for impairment $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — Collectively evaluated for impairment Loans acquired with deteriorated quality — — — — — — — — — Total Allowance $ $ $ $ $ $ $ $ $ $ Financing receivable: Ending balance Individually evaluated for impairment $ $ $ — $ — $ $ $ $ — $ — $ Collectively evaluated for impairment Loans acquired with deteriorated quality — — — — Total Portfolio $ $ $ $ $ $ $ $ $ $ CONSUMER COMMERCIAL RESIDENTIAL Home December 31, 2015 Real Business Construction Real Equity 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 $ $ $ $ $ $ $ $ $ — $ CONSUMER COMMERCIAL RESIDENTIAL Home December 31, 2014 Real Business Construction Real Equity 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 on non-accrual status. In all cases, loans (except for government-guaranteed education 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 December 31, 2016 and December 31, 2015: Commercial and Residential Loans Credit Risk Internally Assigned (Dollars in thousands) December 31, 2016 Commercial Commercial Small Business Commercial Residential Real Estate Business Leases Construction Real Estate Total Grade Pass $ % $ % $ % $ % $ % $ % Special Mention % % — — % — — % — — % $ — % Substandard % % — — % — — % % $ % Doubtful — — % — — % — — % — — % — — % — — % Total $ % $ % $ % $ % $ % $ % December 31, 2015 Commercial Commercial Commercial Residential Real Estate Business Construction Real Estate 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 December 31, 2016 and December 31, 2015: Consumer Credit Exposure Credit Risk Profile Based on Payment Activity (Dollars in thousands) December 31, 2016 Home Equity & Lines of Credit Personal Education Auto Total Performing $ % $ % $ % $ % $ % Non-performing — % — % % — — % $ % Total $ % $ % $ % $ % $ % December 31, 2015 Home Equity & Lines of Credit Personal Education Auto Total Performing $ % $ % $ % $ % $ % Non-performing % — — % % — — % % Total $ % $ % $ % $ % $ % Loans Acquired with Deteriorated Credit Quality The outstanding principal balance and related carrying amount of loans acquired with deteriorated credit quality, for which the Company applies the provisions of ASC 310-30, as of December 31, 2016, are as follows: 2016 Outstanding principal balance $ Carrying amount The following table presents changes in the accretable discount on loans acquired with deteriorated credit quality, for which the Company applies the provisions of ASC 310-30, since the April 14, 2016 acquisition date through December 31, 2016: Accretable (Dollars in thousands) Discount Balance, April 14, 2016 $ Accretion ) Balance, December 31, 2016 $ 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 in determining the allowance for loan losses. Generally, all loans past due 90 days 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: Analysis of Past Due and Non-accrual Financing Receivables As of December 31, 2016 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 small business leases % % — — % % % % — — — % Commercial construction — — % — — % — — % — — % % % — — — % Total commercial $ % $ % $ % $ % $ % $ % $ — $ % Residential: Residential real estate $ % $ % $ % $ % $ % $ % $ — $ % Total residential $ % $ % $ % $ % $ % $ % $ — $ % Consumer loans: Home equity & lines of credit $ % $ % $ % $ % $ % $ % $ — $ % Personal % % — % % % % — % Education % % % % % % — — % Automobile % % — — % % % % — — — % Total consumer $ % $ % $ % $ % $ % $ % $ $ % Total $ % $ % $ % $ % $ % $ % $ $ % (1) Non-accruing loans do not include $11.7 million of loans acquired with deteriorated credit quality, which have been recorded at their fair value at acquisition. Analysis of Past Due and Non-accrual Financing Receivables As of December 31, 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 $ % $ % $ % $ % $ % $ % $ — $ % 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 they 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 December 31, 2016, 2015, and 2014. The Company had three accruing TDRs in the amount of $1.9 million which were modified during the year ended December 31, 2016. The Company had one and four accruing TDRs in the amount of $150 thousand and $2.5 million, which were modified during the years ended December 31, 2015 and 2014, respectively. December 31, December 31, December 31, 2016 2015 2014 (Dollars in thousands) No. of Loans Balance No. of Loans Balance No. of Loans Balance Commercial: Commercial real estate $ — $ — $ Commercial business loans — — Commercial construction — — — — Total Commercial — — Residential: Residential real estate Total real estate loans Consumer loans: Home equity & lines of credit — — Personal — — — — Total consumer loans — — Total loans $ $ $ The following tables summarize information about TDRs as of and for the years ended December 31, 2016, 2015 and 2014: For the Year Ended (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 — — Release of collateral — — 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 Year Ended (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 — — Release of collateral — — 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 Year Ended (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 — — Release of collateral — — 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 For the Year Ended December 31, 2016 (Dollars in thousands) Recorded Unpaid Related Average Interest Interest Impaired loans with no related specific allowance recorded: Commercial Real Estate $ $ $ — $ $ — $ — Commercial Business — — Commercial small business leases — — — — — Commercial Construction — — — — — — Residential Real Estate — — — Home Equity and Lines of Credit — — — Personal — — — Education — — — — — Auto — — — — — Total Impaired Loans: $ $ $ — $ $ $ — Commercial — — Residential — — — Consumer — — — Total $ $ $ — $ $ $ — The impaired loans table above includes accruing TDRs in the amount of $1.9 million that were modified during 2016 and are performing in accordance with their modified terms. The interest income disclosed above relates to accruing TDRs. Impaired Loans For the Year Ended December 31, 2015 (Dollars in thousands) Recorded Unpaid Related Average Interest Interest Impaired loans with no related specific allowance recorded: Commercial Real Estate $ $ $ — $ $ — $ — Commercial Business — — — Commercial Construction — — — Residential Real Estate — — Home Equity and Lines of Credit — — — Personal — — — — — Education — — — — — — Auto — — — — — Total Impaired Loans: $ $ $ — $ $ $ — Commercial — — — Residential — — Consumer — — — Total $ $ $ — $ $ $ — The impaired loans table above includes $150 thousand of accruing TDRs that were modified during 2015 and are performing in accordance with their modified terms. The interest income disclosed above relates to accruing TDRs. Impaired Loans For the Year Ended December 31, 2014 (Dollars in thousands) Recorded Unpaid Related Average Interest Interest Impaired loans with no related specific allowance recorded: Commercial Real Estate $ $ $ — $ $ — $ — Commercial Business — — Commercial Construction — — Residential Real Estate — — — 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 interest income disclosed above relates to accruing TDRs. 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 December 31, 2016 or December 31, 2015. Interest income that would have been recorded for the year ended December 31, 2016, had impaired loans been current according to their original terms, amounted to $817 thousand. Interest income that would have been recorded for the year ended December 31, 2015, had impaired loans been current according to their original terms, amounted to approximately $820 thousand.

ACCRUED INTEREST RECEIVABLE

ACCRUED INTEREST RECEIVABLE	12 Months Ended
	Dec. 31, 2016
ACCRUED INTEREST RECEIVABLE
ACCRUED INTEREST RECEIVABLE	9. ACCRUED INTEREST RECEIVABLE The following table provides information on accrued interest receivable at December 31, 2016 and 2015. 2016 2015 (Dollars in thousands) Amount % of Total Amount % of Total Interest-bearing deposits $ % $ % Investment securities % % Loans % % Total accrued interest receivable $ % $ %

BANK PREMISES AND EQUIPMENT

BANK PREMISES AND EQUIPMENT	12 Months Ended
	Dec. 31, 2016
BANK PREMISES AND EQUIPMENT
BANK PREMISES AND EQUIPMENT	10. BANK PREMISES AND EQUIPMENT Premises and equipment at December 31, 2016 and 2015: (Dollars in thousands) 2016 2015 Land $ $ Bank premises Furniture, fixtures and equipment Leasehold improvements Construction in progress Total Accumulated depreciation and amortization ) ) Total $ $ Depreciation and amortization expense amounted to $6.4 million and $6.1 million for the years ended December 31, 2016 and 2015, respectively.

GOODWILL AND OTHER INTANGIBLES

GOODWILL AND OTHER INTANGIBLES	12 Months Ended
	Dec. 31, 2016
GOODWILL AND OTHER INTANGIBLES
GOODWILL AND OTHER INTANGIBLES	11. GOODWILL AND OTHER INTANGIBLES The goodwill and other intangible assets arising from acquisitions is accounted for in accordance with the accounting guidance in FASB ASC Topic 350 for Intangibles — Goodwill and Other. During the year ended December 31, 2016, the Company recorded goodwill of $47.2 million and core deposit intangibles of $2.2 million, or 0.65% of core deposits, in connection with the acquisition of Conestoga Bank. As of December 31, 2016, the other intangibles consisted of $2.9 million of core deposit intangibles, which are amortized over an estimated useful life of ten years, and $1.6 million of customer list intangibles, which are amortized over an estimated remaining life of between four and six years. 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 2016, 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 2015. 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, 2016. During 2016, the Company made a voluntary change in the method of applying an accounting principle related to the timing of the annual goodwill impairment assessment, as it relates to Beneficial Insurance Services, LLC, from December 31 st to September 30 th . Management made this decision based on the time intensive nature of the goodwill impairment assessment for Beneficial Insurance Services, LLC. Management does not consider this change in impairment testing date to be a material change in application of an accounting principle. As it relates to Beneficial Insurance Services, LLC, the Company performed an impairment test as of September 30, 2016 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, 2016. Goodwill and other intangibles at December 31, 2016 and December 31, 2015 are summarized as follows: (Dollars in thousands) Goodwill Core Deposit Customer Balance at January 1, 2016 $ $ $ Adjustments: Additions — Amortization — ) ) Balance at December 31, 2016 $ $ $ (Dollars in thousands) Goodwill Core Deposit Customer Balance at January 1, 2015 $ $ $ Adjustments: Additions — — Amortization — ) ) Balance at December 31, 2015 $ $ $ The following tables summarize amortizing intangible assets at December 31, 2016 and 2015: 2016 2015 (Dollars in thousands) Gross Accumulated Net Gross Accumulated Net Amortizing Intangibles: Core Deposits $ $ ) $ $ $ ) $ Customer Relationships ) ) Total Amortizing Intangibles $ $ ) $ $ $ ) $ Aggregate amortization expense was $2.2 million and $1.9 million for the years ended December 31, 2016 and 2015, respectively. Amortization expense for the next five years and thereafter is expected to be as follows: (Dollars in thousands) Year Expense 2017 $ 2018 2019 2020 2021 2022 and thereafter

OTHER ASSETS

OTHER ASSETS	12 Months Ended
	Dec. 31, 2016
OTHER ASSETS
OTHER ASSETS	12. OTHER ASSETS The following table provides selected information on other assets at December 31, 2016 and 2015: December 31, December 31, (Dollars in thousands) 2016 2015 Investments in affordable housing and other partnerships $ $ Prepaid assets Net deferred tax assets Other real estate Fixed assets held for sale Servicing rights All other assets Total other assets $ $ During the year ended December 31, 2016, the Company recorded a net deferred tax asset of $12.5 million related to the acquisition of Conestoga Bank. The Company follows the authoritative guidance under ASC 860-50 — Servicing Assets and Liabilities to account for its servicing rights. The Company has elected the fair value measurement method to value its servicing assets at fair value in accordance with ASC 860-50. Under the fair value measurement method, the Company measures its loan servicing rights at fair value at each reporting date and reports changes in the fair value of its loan servicing rights in earnings in the period in which the changes occur. See Note 24 to these consolidated financial statements.

DEPOSITS

DEPOSITS	12 Months Ended
	Dec. 31, 2016
DEPOSITS
DEPOSITS	13. DEPOSITS Deposits consisted of the following major classifications at December 31, 2016 and 2015: % of Total % of Total (Dollars in thousands) 2016 Deposits 2015 Deposits Non-interest bearing deposits $ % $ % Interest-earning checking accounts % % Municipal checking accounts % % Money market accounts % % Savings accounts % % Certificates of deposit % % Total deposits $ % $ % On April 14, 2016, the Company acquired $588.4 million of deposits in connection with the acquisition of Conestoga Bank. Time deposit accounts outstanding at December 31, 2016 mature as follows: (Dollars in thousands) Year Balance 2017 $ 2018 2019 2020 2021 2022 and thereafter The aggregate amount of certificates of deposit accounts in denominations of $100 thousand or more totaled $176.0 million, $122.6 million and $133.3 million at December 31, 2016, December 31, 2015 and 2014, respectively. The FDIC has permanently raised deposit insurance per account owner to $250 thousand for all types of accounts.

BORROWED FUNDS

BORROWED FUNDS	12 Months Ended
	Dec. 31, 2016
BORROWED FUNDS
BORROWED FUNDS	14. BORROWED FUNDS A summary of borrowings is as follows: December 31, (Dollars in thousands) 2016 2015 FHLB advances $ $ Statutory trust debenture Total borrowings $ $ Advances from the FHLB that bear fixed interest rates with remaining periods until maturity are summarized as follows: December 31, (Dollars in thousands) 2016 2015 Due in one year or less $ $ Due after one year through five years Total FHLB advances $ $ Included as “FHLB advances” at December 31, 2016 and 2015 in the above table are FHLB advances whereby the FHLB has the option at predetermined times to convert the fixed interest rate to an adjustable rate tied to the London Interbank Offered Rate (“LIBOR”). If the FHLB converts the interest rate, the Company would have the option to prepay these advances without penalty. These advances are included in the periods in which they mature. At December 31, 2016, $20.0 million, or 4.3% of the FHLB advances, are convertible at the option of the FHLB. FHLB advances are collateralized under a blanket collateral lien agreement. The Bank is a member of the FHLB system, which consists of 11 regional Federal Home Loan Banks. The FHLB provides a central credit facility primarily for member institutions. At December 31, 2016, the Bank had a maximum borrowing capacity from the FHLB of Pittsburgh of $1.8 billion of which we had $465.0 million in outstanding advances and $125.0 million in future dated advances outstanding with the FHLB of Pittsburgh. The balance remaining of $1.2 billion is our unused borrowing capacity with the FHLB of Pittsburgh at December 31, 2016. The Bank, as a member of the FHLB of Pittsburgh, is required to acquire and hold shares of capital stock in that FHLB. The Bank was in compliance with requirements for FHLB of Pittsburgh with an investment of $21.2 million at December 31, 2016. The weighted average interest rates of the borrowings during the years ended December 31, 2016 and 2015 were as follows: 2016 2015 Weighted average interest rate during period: Federal Home Loan Bank advances % % Federal Home Loan Bank overnight borrowings Federal Reserve Bank of Philadelphia overnight borrowings Statutory Trust Debenture Other The Bank entered into two future borrowing arrangements with the FHLB of Pittsburgh to borrow $50.0 million and $75.0 million, respectively, at a fixed interest rate during the period from February 2017 through February 2021 and the period from March 2017 through March 2020, respectively, to replace existing borrowings that will mature during these periods, as well as, to manage future interest rate volatility by locking into fixed borrowing rates. There was no impact to the Company’s financial condition, results of operations or cash flows for the year ended December 31, 2016. As of December 31, 2016, the Bank also has a $192.6 million borrowing capacity with the Federal Reserve Bank. The Company pledges loans to secure its borrowing capacity at the Federal Reserve Bank of Philadelphia. Loans totaling $265.6 million and $235.8 million were pledged to secure borrowings at December 31, 2016 and 2015, respectively. There were no outstanding borrowings with the Federal Reserve Bank at December 31, 2016 and 2015. At December 31, 2016 and 2015, the Bank had no outstanding repurchase agreements. The Company assumed FMS Financial’s obligation to the FMS Statutory Trust II (the “Trust”) as part of the acquisition of FMS Financial on July 13, 2007. The Company’s debentures to the Trust as of December 31, 2016 were $25.8 million. The fair value of the debenture was recorded as of the acquisition date at $25.3 million. The difference between market value and the face value of the Company’s debenture is being amortized as interest expense over the expected life of the debt. The Trust issued $25.8 million of floating rate capital securities and $759 thousand of common securities to the Company. The Trust’s capital securities are fully guaranteed by the Company’s debenture to the Trust. The Company’s investment in the capital securities is included in “all other assets” in other assets on the Company’s consolidated statements of financial condition. As of December 31, 2016, the rate was 2.54% based on 3 Month LIBOR plus a 1.58% margin. The debentures are now redeemable at the Company’s option. The redemption of the debentures would result in the mandatory redemption of the Trust’s capital and common securities at par. The statutory trust debenture is wholly owned by the Company, however under accounting guidance, it is not a consolidated entity because the Company is not the primary beneficiary.

REGULATORY CAPITAL REQUIREMENTS

REGULATORY CAPITAL REQUIREMENTS	12 Months Ended
	Dec. 31, 2016
REGULATORY CAPITAL REQUIREMENTS
REGULATORY CAPITAL REQUIREMENTS	15. 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 started to be phased in beginning in January 2016 at 0.625% of risk-weighted assets and will 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 December 31, 2016, 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 December 31, 2016 and December 31, 2015: To Be Well Capitalized Under Prompt For Capital Corrective Actual Adequacy Purposes Action Provisions (Dollars in thousands) Capital Ratio Capital Ratio Capital Ratio As of December 31, 2016: 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, 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 December 31, 2016 and 2015: To Be Well Capitalized Under Prompt For Capital Corrective Actual Adequacy Purposes Action Provisions (Dollars in thousands) Capital Ratio Capital Ratio Capital Ratio As of December 31, 2016: 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, 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) % % %

INCOME TAXES

INCOME TAXES	12 Months Ended
	Dec. 31, 2016
INCOME TAXES
INCOME TAXES	16. INCOME TAXES The Company files a consolidated federal income tax return. The provision for income taxes for the years ended December 31, 2016, 2015, and 2014 includes the following: (Dollars in thousands) 2016 2015 2014 Current federal taxes $ $ $ ) Current state and local taxes Deferred federal and state taxes Total $ $ $ A reconciliation from the expected federal income tax expense computed at the statutory federal income tax rate to the actual income tax expense included in the consolidated statements of income is as follows: 2016 2015 2014 Tax at statutory rate $ % $ % $ % Increase/(reduction) in taxes resulting from: Tax-exempt income ) ) ) ) ) ) State and local income taxes Employee benefit programs ) ) ) ) ) ) Federal income tax credits ) ) ) ) ) ) Valuation allowances — charitable contributions — — — — ) ) Valuation allowances — state and local income taxes/OTTI ) ) ) ) Section 162(m): Limit on Compensation — — — — Other Total $ % $ % $ % Items that give rise to significant portions of the deferred tax accounts at December 31, 2016 and 2015 are as follows: (Dollars in thousands) 2016 2015 Deferred tax assets: Reserve for bad debts $ $ Pension and postretirement liabilities (ASC 715) Federal income tax credits Deferred compensation State net operating loss carryover / state credits Purchase accounting adjustments Lease accounting OREO Available-for-sale securities — Accrued expenses and other Less: Valuation Allowance ) ) Total Deferred tax liabilities: Available-for-sale securities — Pension and postretirement benefits Intangibles Premises and equipment Prepaid expenses and deferred loan costs Mortgage servicing rights and other Total Net deferred tax assets $ $ As of December 31, 2016, the Company had net deferred tax assets totaling $44.8 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 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 December 31, 2016. 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. As of December 31, 2016, the Company had state and local net operating loss carryovers of $18.4 million resulting in deferred tax assets of $426 thousand. These state and local net operating loss carryovers begin to expire after December 31, 2016 if not utilized. A valuation allowance of $426 thousand for these deferred tax assets had been recorded as of December 31, 2016 as management believes it is more likely than not that such deferred tax assets will not be realized. As of December 31, 2015, management maintained a valuation allowance of $154 thousand related to a deferred tax asset associated with the write down of certain equity securities. This $154 thousand valuation allowance was reversed during the year ended December 31, 2016 following the sale of the securities. During the years ended December 31, 2016 and 2015, $539 thousand in net deferred tax assets and $318 thousand of net deferred tax liabilities, respectively, were recorded as adjustments to other comprehensive income tax accounts. During the year ended December 31, 2016, the Company recorded $12.5 million of net deferred tax assets as part of the acquisition of Conestoga Bank. As of December 31, 2016, the Company also had an alternative minimum tax credit carryover of $2.1 million which has an indefinite life. The Company accounts for uncertain tax positions in accordance with FASB ASC Topic 740 for Income Taxes. The guidance clarifies the accounting and reporting for income taxes where interpretation of the tax law may be uncertain. The FASB prescribes a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of income tax uncertainties with respect to positions taken or expected to be taken in income tax returns. The uncertain tax liability for uncertain tax positions was zero at December 31, 2016 and December 31, 2015. The tax year 2015 remains subject to examination by the IRS. The 2012 through 2015 tax years remain subject to examination by various state and local taxing authorities. For 2016, the Bank’s maximum federal income tax rate was 35%. The Company recognizes, when applicable, interest and penalties related to unrecognized tax positions in the provision for income taxes in the consolidated statement of income. No interest or penalties were incurred during the years ended December 31, 2016 and 2015. Pursuant to accounting guidance, the Company is not required to provide deferred taxes on its tax loan loss reserve as of December 31, 1987. As of December 31, 2016 and 2015, the Company had unrecognized deferred income taxes of approximately $2.3 million with respect to this reserve. This reserve could be recognized as taxable income and create a current and/or deferred tax liability using the income tax rates then in effect if one of the following occur: (1) the Bank’s retained earnings represented by this reserve are used for distributions in liquidation or for any other purpose other than to absorb losses from bad debts; (2) the Bank fails to qualify as a Bank, as provided by the Internal Revenue Code; or (3) there is a change in federal tax law.

PENSION AND OTHER POSTRETIREMEN

PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS	12 Months Ended
	Dec. 31, 2016
PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS
PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS	17. PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS 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. See Note 18 to these consolidated financial statements. During 2014, the Company adopted the new mortality tables reflecting longer life expectancy published by the Society of Actuaries on October 27, 2014. These revised tables resulted in an increase in our pension plan’s projected benefit obligation of approximately $5.7 million as of December 31, 2014. In 2016, this scale was updated to MP-2016. During 2016, the Company revised its method for estimating the service cost and interest cost components of the net periodic benefit cost. Previously, these were estimated using a single weighted-average discount rate derived from the Citigroup Above Median Curve, the yield curve used to measure the benefit obligation. Now, the service cost and interest cost are estimated more precisely by discounting the projected cash flows with their corresponding spot rates on the Citigroup Above Median Curve. The Company has accounted for this as a change in accounting estimate affected by a change in accounting principle and have therefore accounted for it prospectively. This change in estimate reduced the net periodic benefit cost by $656 thousand in 2016. In conjunction with the acquisition of Conestoga Bank, the Company recorded a $280 thousand acquired pension liability at fair value as of December 31, 2016. The Company intends to merge this pension plan into the Bank’s consolidated pension plan. The following tables present a reconciliation of beginning and ending balances of benefit obligations and assets at December 31, 2016 and 2015: Pension Other Postretirement Benefits Benefits (Dollars in thousands) 2016 2015 2016 2015 Change in Benefit Obligation Benefit obligation at beginning of year $ $ $ $ Business combination — — — Service cost — — Interest cost Participants’ contributions — — Actuarial loss/(gain) ) ) Benefits paid ) ) ) ) Benefit obligation at end of year $ $ $ $ Change in Assets Fair value of assets at beginning of year $ $ $ — $ — Business combination — — — Actual gain/(loss) return on assets ) — — Employer contribution Participants’ contributions — — Expense ) ) — — Benefits paid ) ) ) ) Fair value of assets at end of year $ $ $ — $ — The following table presents a reconciliation of the funded status of the pension and postretirement benefits at December 31, 2016 and 2015. Other Pension Postretirement (Dollars in thousands) 2016 2015 2016 2015 Projected benefit obligation $ $ $ $ Fair value of plan assets — — Accrued pension cost $ $ $ $ The Company’s pension benefits funding policy is to contribute annually an amount, as determined by consulting actuaries and approved by the Retirement Plan Committee, which can be deducted for federal income tax purposes, if required. In both 2016 and 2015, $351 thousand was contributed to the pension plans under the Bank’s funding policy. The following table presents the amounts recognized in accumulated other comprehensive income for pension and postretirement benefits at December 31, 2016 and 2015. Other Pension Postretirement (Dollars in thousands) 2016 2015 2016 2015 Net loss $ $ $ $ Prior service cost — — ) ) The Company’s total accumulated pension benefit obligations at December 31, 2016 and December 31, 2015 were $96.7 million and $94.3 million, respectively. The accumulated pension obligation equals the projected benefit obligation as a result of the freeze in pension benefits effective June 30, 2008. Significant assumptions used to calculate the net periodic pension cost and obligation as of December 31, 2016, 2015, and 2014 are as follows: Pension Benefits Other Postretirement 2016 2015 2014 2016 2015 2014 Consolidated Pension Plan Discount rate for periodic pension cost % % % Discount rate for benefit obligation % % % Expected long-term rate of return on plan assets % % % Beneficial Bank Plans Discount rate for periodic pension cost % % % Discount rate for benefit obligation % % % Expected long-term rate of return on plan assets — — — FMS Plan Discount rate for periodic pension cost % % % Discount rate for benefit obligation % % % Expected long-term rate of return on plan assets — — — The components of net pension cost are as follows: Pension Benefits Other Postretirement Benefits (Dollars in thousands) 2016 2015 2014 2016 2015 2014 Component of Net Periodic Benefit Service cost $ — $ — $ — $ $ $ Interest cost Expected return on assets ) ) ) — — — Amortization of transition obligation — — — Amortization of prior service cost — — — ) ) ) Recognized net actuarial loss Net periodic pension (benefit) cost $ ) $ ) $ ) $ $ $ As of December 31, 2016, the health care trend initial rate was 7.5 percent for all participants, which is projected to reach an ultimate trend rate of 5.0 percent as of December 31, 2027 and remain level thereafter. The impact of a 1.0 percent increase and decrease in assumed health care cost trend for each future year would be as follows: (Dollars in thousands) 1.0% 1.0% Accumulated postretirement benefit obligation $ $ ) Service and interest cost ) The estimated net loss for the pension benefits that will be amortized from accumulated other comprehensive income into net periodic pension costs over the next fiscal year is $2.5 million. There is no estimated transition that will be amortized from accumulated other comprehensive income into periodic pension cost over the next fiscal year. The net loss and prior service cost for postretirement benefits that will be amortized from accumulated other comprehensive income into periodic pension cost over the next fiscal year are $242 thousand and ($486) thousand, respectively. Future benefit payments for all pension and postretirement plans are estimated to be paid as follows: (Dollars in thousands) Pension Benefits Other Postretirement Benefits $ $ 2022-2026 2022-2026 The fair values of all pension and postretirement plan assets at December 31, 2016 and 2015 by asset category are as follows: Category Used for Fair Value Measurement December 31, 2016 December 31, 2015 (Dollars in thousands) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Mutual Funds: Large cap $ $ — $ — $ $ $ — $ — $ Mid cap — — — — — — Small cap — — — — International — — — — Global Managed Volatility — — — — US Managed Volatility — — — — Fixed Income — — — — U.S. Government Agencies — — — — Accrued Income — — — — Total $ — — $ $ $ — $ — $ As of December 31, 2016 and 2015, pension and postretirement plan assets were comprised of investments in equity and fixed income mutual funds. The Bank’s consolidated pension plan investment policy provides that assets are to be managed over a long-term investment horizon to ensure that the chances and duration of investment losses are carefully weighed against the long-term potential for asset appreciation. The primary objective of managing a plan’s assets is to improve the plan’s funded status. A secondary financial objective is, where possible, to minimize pension expense volatility. The Company’s pension plan allocates assets based on the plan’s funded status to risk management and return enhancement asset classes. The risk management class is comprised of a long duration fixed income fund while the return enhancement class consists of equity and other fixed income funds. Asset allocation ranges are generally 40% to 80% for risk management and 20% to 60% for return enhancement when the funded status is less than 110%, and 50% to 90% in risk management and 10% to 50% for return enhancement when the funded status reaches 110%, subject to the discretion of the Bank’s Retirement Plan Committee. Also, a small portion is maintained in cash reserves when appropriate. Weighted average asset allocations in plan assets at December 31, 2016 and December 31, 2015 were as follows: Pension December 31, 2016 2015 Domestic equity securities % % Fixed Income % % U.S. Government Agencies % % International equity securities % % Accrued income % % Total % % The Company provides life insurance benefits to eligible employees under an endorsement split-dollar life insurance program. At December 31, 2016 and 2015, $20.9 million and $20.8 million, respectively, in cash surrender value relating to this program were recognized in “other assets” in the Company’s consolidated statements of financial condition. The Company recognizes a liability for future benefits applicable to endorsement split-dollar life insurance arrangements that provide death benefits postretirement. These liabilities totaled $5.1 million and $4.8 million at December 31, 2016 and 2015, respectively, and are included in the postretirement tables above.

EMPLOYEE SAVINGS AND STOCK OWNE

EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN	12 Months Ended
	Dec. 31, 2016
EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN
EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN	18. EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN In connection with its initial public offering, the Company implemented an Employee Stock Ownership Plan (“ESOP”), which provides retirement benefits for substantially all full-time employees who were employed at the date of the initial public offering and are at least 21 years of age. Other salaried employees will be eligible after they have completed one year of service and have attained the age of 21. The Company makes annual contributions to the ESOP equal to the ESOP’s debt service or equal to the debt service less the dividends received by the ESOP on unallocated shares. Shares purchased by the ESOP were acquired using funds provided by two loans from the Company and accordingly the cost of those shares is shown as a reduction of stockholders’ equity. As previously discussed, 2,015,352 shares were purchased by the Plan to be used to fund future contributions into the Plan in conjunction with the second step conversion. In connection with the purchase of the shares during the second-step stock offering on January 12, 2015, the Plan borrowed $20.2 million from the Bancorp at a fixed interest rate of 3.25% with a thirty-year term to fund the purchase of 2,015,352 shares. As of July 1, 2008, the ESOP was merged with the Company’s 401(k) plans to form the Employee Savings and Stock Ownership Plan (“KSOP”). The Company accounts for the KSOP based on guidance from FASB ASC Topic 718 for Compensation — Stock Compensation . Shares are released as the loan is repaid. 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. The balance of the 2008 loan to the KSOP as of December 31, 2016 was $15.0 million compared to $16.9 million at December 31, 2015. The balance of the 2015 loan to the KSOP as of December 31, 2016 was $19.3 million compared to $19.8 million as of December 31, 2015. All full-time employees and certain part-time employees are eligible to participate in the KSOP if they meet prescribed service criteria. Shares will be allocated and released based on the KSOP’s plan document. While the KSOP is one plan, the two separate components of the 401(k) Plan and ESOP remain. Under the KSOP, the Company makes basic contributions and matching contributions. The Bank makes additional contributions for certain employees based on age and years of service. The Company may also make discretionary contributions under the KSOP. Each participant’s account is credited with shares of the Company’s stock or cash based on compensation earned during the year in which the contribution was made. Dividends declared on common stock held by the ESOP which have not been allocated to the account of a participant can be used to repay the loan. During the year ended December 31, 2016, the Company used dividends declared and paid of $379 thousand to repay the loans. There were no dividends declared and paid during the year ended December 31, 2015. Allocation of shares to the participants is contingent upon the repayment of a loan to the Company. The allocated shares in the KSOP related to the 2008 loan were 2,368,523 and 2,170,971 as of December 31, 2016 and December 31, 2015, respectively. The allocated shares in the KSOP related to the 2015 loan were 132,121 and 64,941 as of December 31, 2016 and December 31, 2015, respectively. The suspense shares available related to the 2008 loan were 1,178,404 as of December 31, 2016 and 1,375,956 as of December 31, 2015. The suspense shares available related to the 2015 loan were 1,883,231 as of December 31, 2016 and 1,950,411 as of December 31, 2015. The suspense shares are the shares that are unearned and are available to be allocated. The market values of the unearned shares were $56.3 million and $44.3 million as of December 31, 2016 and 2015, respectively. The Company recorded a related expense of approximately $3.8 million, $3.3 million and $2.4 million, respectively, for contributions to the KSOP for years ended December 31, 2016, 2015 and 2014. The increase in expense during 2015 was primarily due to additional expense recognized in connection with the purchase of the shares during the second-step stock offering.

STOCK BASED COMPENSATION

STOCK BASED COMPENSATION	12 Months Ended
	Dec. 31, 2016
STOCK BASED COMPENSATION
STOCK BASED COMPENSATION	19. 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. At the annual meeting of stockholders held on April 21, 2016, the stockholders of the Company approved the 2016 Omnibus Incentive Plan (‘the 2016 Plan”). The 2016 Plan provides for the issuance or delivery of 3.5 million shares of Beneficial Bancorp, Inc. stock. During 2016, the Company granted 2,307,311 of restricted stock awards to employees, officers and directors, which reduced the Company’s net outstanding additional paid in capital by $29.3 million and also reduced the balance of treasury stock. The restricted stock awards granted to directors vest generally over a 12 to 31 month period and the restricted stock awards granted to employees and officers vest over a three year period. Upon the adoption of the 2016 Plan, the Company’s 2008 Equity Incentive Plan (“EIP”) was terminated. However, outstanding awards under the 2008 EIP remain in effect in accordance with their original terms. Compensation expense related to the stock awards is recognized ratably over the vesting period in an amount which totals the market price of the Company’s stock at the grant date. The expense recognized for the years ended December 31, 2016, 2015 and 2014 totaled $7.6 million, $1.3 million and $1.0 million, respectively. The increase in expense in 2016 was primarily the result of $5.9 million of expense recorded for the shares granted under the 2016 Omnibus Incentive Plan. The following table summarizes the non-vested stock award activity for the year ended December 31, 2016: Summary of Non-vested Stock Award Activity Number of Weighted Average Non-vested Stock Awards outstanding, January 1, 2016 $ Issued Vested ) Forfeited ) Non-vested Stock Awards outstanding, December 31, 2016 The following table summarizes the non-vested stock award activity for the year ended December 31, 2015: Summary of Non-vested Stock Award Activity Number of Weighted Non-vested Stock Awards outstanding, January 1, 2015 $ Issued Vested ) Forfeited ) Non-vested Stock Awards outstanding, December 31, 2015 The fair value of the 122,067 shares that vested during the year ended December 31, 2016 was $1.6 million. The fair value of the 110,609 shares that vested during the year ended December 31, 2015 was $1.3 million. The 2008 EIP authorized 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 year ended December 31, 2016, the Company did not grant any options compared to 168,825 options granted during the year ended December 31, 2015. All options require the participant’s continued service. The options generally vest and are exercisable over five years. Compensation expense for the options totaled $1.4 million for the year ended December 31, 2016 compared to $1.6 million for each of the years ended December 31, 2015 and 2014, respectively. A summary of option activity as of December 31, 2016 and changes during the twelve month period is presented below: Number of Options Weighted Exercise January 1, 2016 $ Granted — — Exercised ) Forfeited ) Expired ) December 31, 2016 A summary of option activity as of December 31, 2015 and changes during the twelve month period is presented below: Number of Options Weighted Exercise January 1, 2015 $ Granted Exercised ) Forfeited ) Expired ) December 31, 2015 The weighted average remaining contractual term was approximately 4.74 years and the aggregate intrinsic value was $25.4 million for options outstanding as of December 31, 2016. The weighted average remaining contractual term was approximately 5.69 years and the aggregate intrinsic value was $12.7 million for options outstanding as of December 31, 2015. The weighted average remaining contractual term was approximately 6.45 years and the aggregate intrinsic value was $5.9 million for options outstanding as of December 31, 2014. As of December 31, 2016, exercisable options totaled 2,069,854 with an average weighted exercise price of $9.46 per share, a weighted average remaining contractual term of approximately 3.94 years, and an aggregate intrinsic value of $18.5 million. As of December 31, 2015, exercisable options totaled 2,047,884 with an average weighted exercise price of $9.53 per share, a weighted average remaining contractual term of approximately 4.44 years, and an aggregate intrinsic value of $7.8 million. As of December 31, 2014, exercisable options totaled 1,802,593 with an average weighted exercise price of $9.69 per share, a weighted average remaining contractual term of approximately 4.76 years, and an aggregate intrinsic value of $2.6 million. During the year ended December 31, 2016, the Company did not grant any options. Significant weighted average assumptions used to calculate the fair value of the options for the years ended December 31, 2015 and 2014 are as follows: For the Year Ended December 31, 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 December 31, 2016, there was $1.9 million of total unrecognized compensation cost related to options and $30.2 million in unrecognized compensation cost related to non-vested stock awards granted. As of December 31, 2015, there was $3.6 million of total unrecognized compensation cost related to options and $4.1 million in unrecognized compensation cost related to non-vested stock awards granted. The average weighted lives for the option expense were 2.05 and 2.78 years as of December 31, 2016 and December 31, 2015, respectively. The average weighted lives for the stock award expense were 2.48 and 3.38 years at December 31, 2016 and December 31, 2015, respectively.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 2016
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	20. COMMITMENTS AND CONTINGENCIES The Company leases a number of offices as part of its regular business operations. Rental expense under such leases aggregated $5.8 million, $5.1 million and $5.8 million for the years ended December 31, 2016, 2015 and 2014, respectively. At December 31, 2016, the Company was committed under non-cancelable operating lease agreements for minimum rental payments to lessors as follows: (Dollars in thousands) 2017 $ 2018 2019 2020 2021 Thereafter $ In the normal course of business, there are various outstanding commitments and contingent liabilities, such as commitments to extend credit, which are not reflected in the consolidated financial statements. The Company has established specific reserves related to loan commitments that are not material to the Company. At December 31, 2016 and 2015, the Company had outstanding commitments to purchase or originate new loans or leases aggregating approximately $162.2 million and $40.4 million, respectively, and commitments to customers on available lines of credit of $380.5 million and $290.4 million, respectively, commitments to fund commercial construction and other advances of $135.1 million and $136.9 million, respectively, and standby letters of credit of $22.8 million and $17.6 million, respectively. Commitments are issued in accordance with the same policies and underwriting procedures as settled loans. The Bank had a reserve for its commitments and contingencies of $234 thousand and $275 thousand at December 31, 2016 and December 31, 2015, respectively. Periodically, there have been various claims and lawsuits against the Bank, 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 Bank 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.

FAIR VALUE OF FINANCIAL INSTRUM

FAIR VALUE OF FINANCIAL INSTRUMENTS	12 Months Ended
	Dec. 31, 2016
FAIR VALUE OF FINANCIAL INSTRUMENTS
FAIR VALUE OF FINANCIAL INSTRUMENTS	21. 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 December 31, 2016: Category Used for Fair Value Measurement (Dollars in thousands) Level 1 Level 2 Level 3 Total Assets: Mortgage servicing rights $ — $ — $ $ SBA servicing rights — — Investment securities available for sale: U.S. GSE and agency notes — — Ginnie Mae guaranteed mortgage securities — — Collateralized mortgage obligations (“CMOs”) GSE CMOs — — GSE mortgage-backed securities — — Municipal bonds General obligation municipal bonds — — Corporate securities — — Money market funds — — Mutual funds — — Interest rate swap agreements — — Total Assets $ $ $ $ Liabilities: Interest rate swap agreements and other contracts $ — $ $ — $ Total Liabilities $ — $ $ — $ Those assets which will continue to be measured at fair value on a recurring basis are as follows at December 31, 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 — — Ginnie Mae guaranteed mortgage securities — — 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 $ — $ $ — $ 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”. Ginnie Mae 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 Interactive Data’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”. Level 3 Valuation Techniques and Inputs Servicing Rights. The Company determines the fair value of its servicing rights 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 year ended December 31, 2016 and 2015. For the Year Ended December 31, 2016 December 31, 2015 Level 3 Investments Only Mortgage Servicing Mortgage Servicing Balance, January 1, $ $ Additions Payments ) ) Increase (decrease) in fair value due to changes in valuation inputs or assumptions ) Balance, December 31, $ $ For the Year Ended December 31, 2016 Level 3 Investments Only SBA Servicing Balance, January 1, 2016 $ — Additions Payments ) Decrease in fair value due to changes in valuation inputs or assumptions ) Balance, December 31, 2016 $ 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: (Dollars in thousands) Balance Level 1 Level 2 Level 3 Gain/(Losses) Impaired loans $ $ — $ — $ $ ) Other real estate owned — — — (Dollars in thousands) Balance Level 1 Level 2 Level 3 Gain/(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 At 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 SBA 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 and Leases, Net - The fair value of loans and leases is estimated by discounting the future cash flows using the current rate at which similar loans and leases 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 and leases 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. Servicing Rights - The Company determines the fair value of its servicing rights 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 and Other Contracts - 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. 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 December 31, 2016 and December 31, 2015. 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 December 31, 2016 and December 31, 2015 and, therefore, current estimates of fair value may differ significantly from the amounts presented herein.

MERGER AND RESTRUCTURING CHARGE

MERGER AND RESTRUCTURING CHARGES	12 Months Ended
	Dec. 31, 2016
MERGER AND RESTRUCTURING CHARGES
MERGER AND RESTRUCTURING CHARGES	22. MERGER AND RESTRUCTURING CHARGES In connection with the closing of the acquisition of Conestoga Bank, the Company announced the implementation of an expense management reduction program following a comprehensive review of the Company’s and Bank’s operating cost structure. Under the expense management reduction program, the Bank reduced salary and benefits expense. Employees whose positions were eliminated as a result of the reduction in force received severance packages, which included outplacement services. During the year ended December 31, 2016, the Company accrued approximately $7.2 million, net, of merger and restructuring charges related to the acquisition of Conestoga Bank and $1.6 million related to the Bank’s cost reduction plan. These charges are included in merger and restructuring charges, a component of non-interest expense, within the unaudited condensed consolidated statements of operations. A schedule of the current merger and restructuring accrual is summarized below as of December 31, 2016: (Dollars in thousands) Severance Contract termination, Total Accrued at December 31, 2015 $ — $ — $ — Accrued during the year Paid during the year ) ) ) Accrued at December 31, 2016 $ $ $

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2016
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	23. RELATED PARTY TRANSACTIONS At December 31, 2016 and 2015, certain directors, executive officers, principal holders of the Company’s common stock, associates of such persons, and affiliated companies of such persons were indebted, including undrawn commitments to lend, to the Bank in the aggregate amount of $263 thousand and $245 thousand, respectively. Please refer to Note 8 for further information. There were no commitments to lend to related parties at December 31, 2016 and 2015. The commitments are in the form of loans and guarantees for various business and personal interests. This indebtedness was incurred in the ordinary course of business on substantially the same terms, including interest rate and collateral, as those prevailing at the time of comparable transactions with unrelated parties. This indebtedness does not involve more than the normal risk of repayment or present other unfavorable features. None of the Company’s affiliates, officers, directors or employees have an interest in or receive remuneration from any special purpose entities or qualified special purpose entities which the Company transacts business. The Company maintains a written policy and procedures covering related party transactions. These procedures cover transactions such as employee-stock purchase loans, personal lines of credit, residential secured loans, overdrafts, letter of credit and increases in indebtedness. Such transactions are subject to the Bank’s normal underwriting and approval procedures. Prior to the loan closing, the Bank’s Senior Loan Committee must approve and determine whether the transaction requires approval from or a post notification be sent to the Company’s Board of Directors.

SERVICING RIGHTS

SERVICING RIGHTS	12 Months Ended
	Dec. 31, 2016
SERVICING RIGHTS
SERVICING RIGHTS	24. SERVICING RIGHTS The Company sells certain residential mortgage loans and the guaranteed portion of certain Small Business Administration (“SBA”) loans to third parties and retains servicing rights and receives servicing fees. All such transfers are accounted for as sales. When the Company sells a residential mortgage loan, it does not retain any portion of that loan and its continuing involvement in such transfers is limited to certain servicing responsibilities. While the Company may retain a portion of certain sold SBA loans, its continuing involvement in the portion of the loan that was sold is limited to certain servicing responsibilities. When the contractual servicing fees on loans sold with servicing retained are expected to be more than adequate compensation to a servicer for performing the servicing, a capitalized servicing asset is recognized. The Company accounts for the transfers and servicing of financial assets in accordance with ASC 860, Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities. Residential Mortgage Loans The Company has elected the fair value measurement method to value its mortgage servicing rights (“MSRs”). 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 recorded as a component of mortgage banking income in the Company’s consolidated statements of income for each period. As of December 31, 2016 and December 31, 2015, the Company serviced $139.2 million and $142.2 million of residential mortgage loans, respectively. Servicing loans for others consists of collecting mortgage payments, maintaining escrow accounts, disbursing payments to investors, and processing foreclosures. During the years ended December 31, 2016, 2015 and 2014, the Company recognized $350 thousand, $371 thousand, and 386 thousand of servicing fee income, respectively. The Company had fiduciary responsibility for related escrow and custodial funds aggregating approximately $2.0 million at both December 31, 2016 and 2015. The following is an analysis of the activity in the Company’s residential MSRs for the years ended December 31, 2016, 2015 and 2014: Residential Mortgage Servicing Rights For the Year Ended December 31, (Dollars in thousands) 2016 2015 2014 Balance, January 1, $ $ $ Additions Increase/(decrease) in fair value due to changes in valuation input or assumptions ) ) Paydowns ) ) ) Balance, December 31, $ $ $ 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 December 31, 2016, the key assumptions used to determine the fair value of the Company’s MSRs included a lifetime constant prepayment rate equal to 8.39%, a discount rate equal to 9.63% and an escrow earnings credit rate equal to 1.60%. At December 31, 2015, the key assumptions used to determine the fair value of the Company’s MSRs included a lifetime constant prepayment rate equal to 9.54%, a discount rate equal to 9.75% and an escrow earnings credit rate equal to 1.54%. 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 for the periods indicated: Residential Residential Mortgage Servicing Rights Mortgage Servicing Rights (Dollars in thousands) December 31, 2016 December 31, 2015 Fair value of residential mortgage servicing rights $ $ Weighted average life (years) 7.8 years 5.8 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 mortgage servicing rights 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. SBA Loans As a result of the acquisition of Conestoga Bank, the Company acquired a $44.5 million SBA loan servicing portfolio. The Company has elected the fair value measurement method to value its SBA loan servicing rights. Under the fair value measurement method, the Company records its SBA loan servicing asset on its consolidated statements of financial condition as a component of other assets at fair value with changes recorded as a component of other non-interest income in the Company’s consolidated statements of income for each period. As of December 31, 2016 the Company serviced $42.4 million of SBA loans. During the year ended December 31, 2016, the Company recognized $287 thousand of servicing fee income. At December 31, 2016, SBA loan servicing rights totaled $646 thousand and were included in “other assets” in the Company’s consolidated statements of financial condition. The following is an analysis of the activity in the Company’s SBA loan servicing rights for the year ended December 31, 2016: SBA Loan Servicing Rights Dollars in thousands For the year ended December 31, 2016 Balance, January 1, 2016 $ — Additions Increases (decreases) in fair value due to: Changes in valuation input or assumptions ) Paydowns ) Balance, December 31, 2016 $ The Company uses assumptions and estimates in determining the fair value of SBA servicing rights. 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 December 31, 2016, the key assumptions used to determine the fair value of the Company’s SBA servicing rights included a lifetime constant prepayment rate equal to 8.97%, a discount rate equal to 13.13% and servicing expenses per loan of $1 thousand. At December 31, 2016, the sensitivity of the current fair value of the SBA servicing rights to immediate 10% and 20% favorable and unfavorable changes in key economic assumptions are included in the following table. SBA Servicing Rights (Dollars in thousands) December 31, 2016 Fair value of SBA servicing rights $ Weighted average life (years) 5.2 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 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 SBA servicing rights 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	12 Months Ended
	Dec. 31, 2016
DERIVATIVE FINANCIAL INSTRUMENTS
DERIVATIVE FINANCIAL INSTRUMENTS	25. 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, which the Company implemented during the first quarter of 2012. 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 December 31, 2016, the Company had 28 interest rate swaps with an aggregate notional amount of $143.7 million related to this program, including 20 interest rate swaps with an aggregate notional value of $72.6 million resulting from the acquisition of Conestoga Bank. During the year ended December 31, 2016, the Company recognized a net gain of $798 thousand compared to a net loss of $4 thousand for the year ended December 31, 2015 and a net loss of $33 thousand for the year ended December 31, 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. Under certain circumstances, when the Company purchases a portion of a commercial loan that has an existing interest rate swap, it enters a Risk Participation Agreement with the counterparty and assumes the credit risk of the loan customer related to the swap. The Company has entered into risk participation agreements with a notional value of $10.1 million and a fair value of $9 thousand as of December 31, 2016. During the year ended December 31, 2016, the Company recognized a net gain of $51 thousand related to the risk participation agreements that are included as a component of services charges and other non-interest income in the Company’s consolidated statements of income. The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the consolidated statements of condition as of December 31, 2016 and December 31, 2015: Asset derivatives Liability derivatives As of December 31, 2016 Notional amount Fair value (1) Notional Fair value (2) Interest rate swap agreements $ $ $ $ Risk participation 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. Asset derivatives Liability derivatives As of December 31, 2015 Notional Fair value (1) Notional 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 Gross Gross Amounts Net Amounts of Gross Amounts Not Offset in the As of December 31, 2016 Recognized Statement of the Statement of Financial Collateral Net Amount Interest rate swaps and risk participation agreements $ $ — $ $ — $ — $ Offsetting of Derivative Liabilities Gross Gross Amounts Net Amounts of Gross Amounts Not Offset in the As of December 31, 2016 Recognized Statement of the Statement of Financial Collateral Net Amount Interest rate swaps and risk participation agreements $ $ — $ $ — $ $ (1) - Balance includes accrued interest receivable/payable and credit valuation adjustments. Offsetting of Derivative Assets Gross Gross Amounts Net Amounts of Gross Amounts Not Offset in the As of December 31, 2015 Recognized Statement of the Statement of Financial Collateral Net Amount Interest rate swaps $ $ — $ $ — $ — $ Offsetting of Derivative Liabilities Gross Gross Amounts Net Amounts of Gross Amounts Not Offset in the As of December 31, 2015 Recognized Statement of the Statement of Financial Collateral 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 December 31, 2016 and December 31, 2015, the termination value of the interest rate swaps in a liability position was $1.9 million and $218 thousand, respectively. The Company has minimum collateral posting thresholds with its counterparty. The Company posted $500 thousand and $458 thousand of securities as collateral on interest rate swaps at December 31, 2016 and December 31, 2015, respectively. Additionally, a counterparty posted collateral on interest rate swaps in the amount of $968 thousand as of December 31, 2016. Counterparties were not required to post collateral on interest rate swaps as of December 31, 2015. If the Company had breached any of these provisions at December 31, 2016 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 December 31, 2016.

PARENT COMPANY FINANCIAL INFORM

PARENT COMPANY FINANCIAL INFORMATION	12 Months Ended
	Dec. 31, 2016
PARENT COMPANY FINANCIAL INFORMATION
PARENT COMPANY FINANCIAL INFORMATION	26. PARENT COMPANY FINANCIAL INFORMATION Beneficial Bancorp, Inc. CONDENSED STATEMENTS OF FINANCIAL CONDITION — PARENT COMPANY ONLY December 31, (Dollars in thousands) 2016 2015 ASSETS Cash on deposit at the Bank $ $ Interest-bearing deposit at the Bank Investment in the Bank Investment in Statutory Trust Receivable from the Bank Other assets TOTAL ASSETS $ $ LIABILITIES AND SHAREHOLDERS’ EQUITY LIABILITIES: Accrued and other liabilities $ $ Accrued interest payable Statutory Trust Debenture Total liabilities COMMIITMENTS AND CONTINGENCIES STOCKHOLDERS’ EQUITY Preferred Stock - $.01 par value; 100,000,000 shares authorized, none issued or outstanding as of December 31, 2016 and 2015 — — Common Stock - $.01 par value 500,000,000 shares authorized, 83,383,917 and 82,949,191 issued and 75,367,684 and 82,918,595 outstanding, as of December 31, 2016 and 2015, respectively. Additional paid-in capital Unearned common stock held by employee savings and stock ownership plan ) ) Retained earnings (partially restricted) Accumulated other comprehensive loss ) ) Treasury Stock at cost, 7,746,233 shares and 30,596 shares at December 31, 2016 and 2015, respectively ) ) Total stockholders’ equity TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ $ Beneficial Bancorp, Inc. CONDENSED STATEMENTS OF OPERATIONS — PARENT COMPANY ONLY December 31, (Dollars in thousands) 2016 2015 2014 INCOME Interest on interest-bearing deposits with the Bank. $ $ $ Realized gain on securities — — Other income Total income EXPENSES Expenses paid to the Bank Interest expense Other expenses Total expenses Income (Loss) before income tax expense (benefit) and equity in undistributed net income of affiliates ) Income tax expense (benefit) ) Equity in undistributed net income of the Bank Net income $ $ $ Beneficial Bancorp, Inc. CONDENSED STATEMENTS OF COMPREHENSIVE INCOME — PARENT COMPANY ONLY For the Year Ended (Dollars in thousands) December 31, For the Years Ended December 31, 2016, 2015 and 2014 2016 2015 2014 Net Income $ $ $ Other comprehensive income, net of tax: Unrealized gains (losses) on securities: Unrealized holding (losses) gains on available for sale securities arising during the period (net of deferred tax of $1,048, $1,564, and $6,465 for the years ended December 31, 2016, 2015, and 2014, respectively) ) ) Unrealized losses on available-for sale securities transferred to held-to-maturity during the period (net of deferred tax of $1,990 for the year ended December 31, 2014) — — ) Accretion of unrealized losses on available-for-sale securities transferred to held-to-maturity (net of deferred tax of $303, $303, and $269 for the years ended December 31, 2016, 2015, and 2014, respectively) Reclassification adjustment for net losses (gains) on available for sale securities included in net income (net of tax of $5, $7, and $227 for the years ended December 31, 2016, 2015, and 2014, respectively) ) Defined benefit pension plans: Pension (losses) gains, other postretirement and postemployment benefit plan adjustments (net of tax of $201, $936, and $4,904 for the years ended December 31, 2016, 2015, and 2014, respectively) ) ) Total other comprehensive loss ) ) ) Comprehensive income $ $ $ Beneficial Bancorp, Inc. CONDENSED STATEMENTS OF CASH FLOW — PARENT COMPANY ONLY (Dollars in thousands) 2016 2015 2014 OPERATING ACTIVITIES: Net income $ $ $ Adjustments to reconcile net income to net cash provided by operating activities: Equity in undistributed net earnings of subsidiaries ) ) ) Gain on sale of securities ) — — Accrued interest payable — Dividend from the Bank — — Net intercompany transactions Amortization of debt premium on debenture Changes in assets and liabilities that (used) provided cash: Other liabilities ) ) Other assets ) Net cash provided by operating activities INVESTING ACTIVITIES: Proceeds from the sale of securities — — Cash paid in business combination ) — — Net change in money market securities — — Net cash (used) provided by investing activities ) — FINANCING ACTIVITIES: Stock subscription deposits received — — Net second-step proceeds transferred to the Bank — ) — Purchase of treasury stock ) ) ) Cash dividend paid to stockholders ) — — Proceeds from exercise of stock options Excess tax benefit related to stock based compensation awards Net cash (used) provided by financing activities ) ) NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS ) ) CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR CASH AND CASH EQUIVALENTS, END OF YEAR $ $ $ SUPPLEMENTAL DISCLOSURES OF CASH FLOW AND NON-CASH INFORMATION: Cash payments for interest $ $ $ Cash payments of income taxes — —

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2016
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 27 — SUBSEQUENT EVENTS On January 26, 2017, Beneficial Bancorp declared a cash dividend of 6 cents per share, payable on or after February 23, 2017, to common shareholders of record at the close of business on February 13, 2017.

SUMMARY OF SIGNIFICANT ACCOUN37

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2016
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation and Basis of Presentation	Principles of Consolidation and Basis of Presentation — The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Specifically, the financial statements include the accounts of 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) Beneficial Equipment Finance Corporation, a business equipment leasing company. Additionally, the Company has subsidiaries that hold other real estate acquired in foreclosure or transferred from the commercial real estate loan portfolio. All significant intercompany accounts and transactions have been eliminated. The various services and products support each other and are interrelated. 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 aggregated into one reportable operating segment: community banking as 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 consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“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 disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. The 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.
Investment Securities	Investment Securities — The Company classifies and accounts for debt and equity securities as follows: Held-to-Maturity — Debt securities that management has the positive intent and ability to hold to maturity are classified as “held-to-maturity” and are recorded at amortized cost. Premiums are amortized and discounts are accreted using the interest method over the estimated remaining term of the underlying security. Available-for-Sale — Debt securities that will be held for indefinite periods of time, including equity securities with readily determinable fair values, that may be sold in response to changes to market interest or prepayment rates, needs for liquidity, and changes in the availability of and the yield of alternative investments, are classified as “available-for-sale” and recorded at fair value, with unrealized gains and losses excluded from earnings and reported net of tax in other comprehensive income. Realized gains and losses on the sale of investment securities are recorded as of trade date and reported in the consolidated statements of income and determined using the adjusted cost of the specific security sold. The Company determines whether any 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 other-than-temporary impairment (“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. In accordance with accounting guidance for equity securities, the Company evaluates its securities portfolio for other-than-temporary impairment throughout the year. Each investment that has an estimated fair value less than the book value is reviewed on a quarterly basis by management. Management considers at a minimum the following factors that, both individually or in combination, could indicate that the decline is other-than-temporary: (1) the length of time and the extent to which the fair value has been less than book value, (2) the financial condition and the near-term prospects of the issuer, and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. Among other factors that are considered in determining the Company’s intent and ability to maintain an investment is a review of the capital adequacy, interest rate risk profile and liquidity position of the Company. Declines in the fair value of held-to-maturity and available-for-sale securities below their cost that are deemed to be other-than-temporary are reflected in earnings as realized losses. Accounting guidance for debt securities requires the Company to assess whether the loss existed by considering whether (1) the Company has the intent to sell the security, (2) it is more likely than not that it will be required to sell the security before recovery, or (3) it does not expect to recover the entire amortized cost basis of the security. The guidance requires the Company to bifurcate the impact on securities where impairment in value was deemed to be other than temporary between the component representing credit loss and the component representing loss related to other factors. The portion of the fair value decline attributable to credit loss must be recognized through a charge to earnings. The difference between the fair market value and the credit loss is recognized in other comprehensive income. The Company invests in Federal Home Loan Bank of Pittsburgh (“FHLB”) stock as required to support borrowing activities, as detailed in Note 14 to these consolidated financial statements. Although FHLB stock is an equity interest in a FHLB, it does not have a readily determinable fair value because its ownership is restricted and it lacks a market. FHLB stock can be sold back only at its par value of $100 per share and only to the FHLBs or to another member institution. The Company evaluates this investment for impairment on the ultimate recoverability of the par value rather than by recognizing temporary declines in value. The Company reports its investment in FHLB stock at cost in the consolidated statements of financial condition. The Company reviews FHLB stock for impairment based on guidance from FASB ASC Topic 320 for Investments — Debt and Equity Securities and FASB ASC Topic 942 for Financial Services — Depository and Lending and has concluded that its investment is not impaired.
Loans and Leases	Loans and Leases — The Company’s loan and lease portfolio consists of commercial loans and leases, residential loans and consumer loans. Commercial loans and leases include commercial real estate loans, commercial construction loans, commercial business loans, and small business commercial leases. Residential loans include residential mortgage loans secured primarily by first liens on one-to four-family residential properties. Consumer loans consist primarily of home equity loans and lines of credit, personal loans, automobile loans and education loans. Loan balances are stated at their principal balances, net of unamortized fees and costs. Interest on loans is calculated based upon the principal amount outstanding. Loan fees and certain direct loan origination costs are deferred and recognized as a yield adjustment over the life of the loans using the interest method. Generally, loans are placed on non-accrual status when the loan becomes 90 days delinquent and any collateral or discounted cash flow deficiency is charged-off. Unsecured consumer loans are typically charged-off when they become 90 days past due. In all cases, loans are placed on non-accrual or charged-off at an earlier date if collection of principal or interest is considered doubtful. Government guaranteed student loans greater than 90 days continue to accrue interest as they are government guaranteed with little risk of credit loss. When a loan is determined to be impaired, it is placed on non-accrual status and all interest that had been accrued and not collected is reversed against interest income. Payments received on non-accrual loans are applied to principal balances until paid in full and then to interest income. 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; · Approval by the Special Assets Committee which consists of the Chief Credit Officer, the Chief Financial Officer and other members of senior management.
Allowance for Loan and Lease Losses	Allowance for Loan and Lease Losses — The allowance for loan and lease losses is determined by management based upon portfolio segment, past experience, evaluation of estimated loss and impairment in the loan portfolio, current economic conditions and other pertinent factors. Management also considers risk characteristics by portfolio segments including, but not limited to, renewals and real estate valuations. The allowance for loan and lease losses is maintained at a level that management considers appropriate to provide for estimated losses and impairment based upon an evaluation of known and inherent risk in the loan portfolio. Loan impairment is evaluated based on the fair value of collateral or estimated net realizable value. While management uses the best information available to make such evaluations, future adjustments to the allowance may be necessary if economic conditions differ substantially from the assumptions used in making the evaluations. The allowance for loan and lease losses is established through a provision for loan losses charged to expense which is based upon past loan and loss experience and an evaluation of estimated losses in the current loan portfolio, including the evaluation of impaired loans. In addition, the FDIC and the Department, as an integral part of their examination process, periodically review our allowance for loan and lease losses and may require us to increase our provision for loan losses or recognize further loan charge-offs. Under the accounting guidance FASB ASC Topic 310 for Receivables , 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 present value of expected future cash flows discounted at the loan’s effective interest rate, or the fair value of the collateral if the loan is collateral-dependent. Impairment losses are included in the provision for loan losses.
Troubled Debt Restructurings	Troubled Debt Restructurings — The Company considers a loan a TDR when the borrower is experiencing financial difficulty and the Company has granted 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 (which may include foreclosure or deed in lieu of foreclosure) or a combination of types. The Company 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 Company considers all TDR loans that are on non-accrual status to be impaired loans. The Company evaluates all TDR loans for impairment on an individual basis in accordance with ASC 310. We will not consider a loan a TDR if the loan modification was a result of a customer retention program.
Loans Acquired With Deteriorated Credit Quality	Loans Acquired With Deteriorated Credit Quality — The Company accounts for loans acquired with deteriorated credit quality in accordance with the provisions included in FASB ASC 310-30 Loans and Debt Securities Acquired with Deteriorated Credit Quality . For these loans, the Company determined that there is evidence of deterioration in credit quality since the origination of the loan and that it was probable, at the acquisition date, that the Company will be unable to collect all contractually required payments receivable. These loans are recorded at fair value, at the acquisition date, reflecting the present value of the amounts expected to be collected. Subsequently, the Company evaluates loans acquired with deteriorated credit quality individually for further impairment on a quarterly basis.
Loans Acquired Without Deteriorated Credit Quality	Loans Acquired Without Deteriorated Credit Quality — The Company accounts for loans acquired without deteriorated credit quality in accordance with the provisions included in FASB ASC 310-20 Receivables. These loans are recorded at fair value, at the acquisition date, and are subsequently reviewed on a quarterly basis to evaluate whether the remaining fair value mark is sufficient to cover expected losses over the remaining life of the loan portfolios.
Mortgage Banking Activities	Mortgage Banking Activities — The Company originates mortgage loans held for investment and for sale. At origination, mortgage loans are identified as either held for sale or held for investment. Mortgage loans held for sale are carried at the lower of cost or market, determined on a net aggregate basis. The Company originates residential mortgage loans for sale primarily to institutional investors, such as Fannie Mae. The Company retains the mortgage servicing rights (“MSRs”) for the loans sold to Fannie Mae. The Company elected the fair value measurement method to value its existing MSRs 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.
SBA Loan Servicing	SBA Loan Servicing — The Company sells guaranteed portion of certain Small Business Administration (“SBA”) loans to third parties and retains servicing rights and receives servicing fees. All such transfers are accounted for as sales. While the Company may retain a portion of certain sold SBA loans, its continuing involvement in the portion of the loan that was sold is limited to certain servicing responsibilities. When the contractual servicing fees on loans sold with servicing retained are expected to be more than adequate compensation to a servicer for performing the servicing, a capitalized servicing asset is recognized. The Company accounts for the transfers and servicing of financial assets in accordance with ASC 860, Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities.
Bank Premises and Equipment	Bank Premises and Equipment — Bank premises and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using a straight-line method over the estimated useful lives of 10 to 40 years for buildings and three to 20 years for furniture, fixtures and equipment. Leasehold improvements are amortized using the straight-line method over the terms of the respective leases or the useful lives of the respective assets, whichever is less.
Real Estate Owned	Real Estate Owned — Real estate owned includes properties acquired by foreclosure or deed in-lieu of foreclosure and premises no longer used in operations. These assets are initially recorded at the lower of carrying value of the loan or estimated fair value less selling costs at the time of foreclosure and at the lower of the new cost basis or fair value less selling costs thereafter. Losses arising from foreclosure transactions are charged against the allowance for loan losses. The amounts recoverable from real estate owned could differ materially from the amounts used in arriving at the net carrying value of the assets at the time of foreclosure because of future market factors beyond the control of the Company. Costs relating to the development and improvement of real estate owned properties are capitalized to the extent realizable and supported by the fair value of the property less selling costs and other costs relating to holding the property that are charged to expense. Real estate owned is periodically evaluated for impairment and reductions in carrying value are recognized in the Company’s consolidated statements of operations as “classified loan and other real estate owned related expense.”
Income Taxes	Income Taxes — Deferred income taxes are recognized for the tax consequences of “temporary differences” by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. A deferred tax liability is recognized for temporary differences that will result in taxable amounts in future years. A deferred tax asset is recognized for temporary differences that will result in deductible amounts in future years and for carryforwards. A valuation allowance is recognized if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax asset will not be realized. The Company accounts for uncertain tax positions in accordance with FASB ASC Topic 740 for Income Taxes . The guidance clarifies the accounting and reporting for income taxes where interpretation of the tax law may be uncertain. The FASB prescribes a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of income tax uncertainties with respect to positions taken or expected to be taken in income tax returns. The uncertain tax liability for uncertain tax positions was zero at December 31, 2016 and December 31, 2015.
Goodwill and Other Intangibles	Goodwill and Other Intangibles — Net assets of companies acquired in purchase transactions are recorded at fair value at the date of acquisition and, as such, the historical cost basis of individual assets and liabilities are adjusted to reflect their fair value. Finite lived intangibles are amortized on an accelerated or straight-line basis over the period benefited. In accordance with FASB ASC Topic 350 for Intangibles — Goodwill and Other , goodwill is not amortized but is reviewed for potential impairment on an annual basis, or if events or circumstances indicate a potential impairment, at the reporting unit level. The Company’s review for impairment includes an assessment of qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value, including goodwill. If it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value, including goodwill, the first step of the two-step quantitative goodwill impairment test is performed, which compares the fair value of the reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired. However, if the carrying amount of the reporting unit exceeds its fair value, an additional procedure must be performed. That additional procedure compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. An impairment loss is recorded to the extent that the carrying amount of goodwill exceeds its implied fair value. Other intangible assets subject to amortization are evaluated for impairment in accordance with applicable accounting guidance. An impairment loss will be recognized if the carrying amount of the intangible asset is not recoverable and exceeds fair value. The carrying amount of the intangible is considered not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use of the asset. The other intangibles are amortizing intangibles, which primarily consist of core deposit intangibles which are amortized over an estimated useful life of ten years.
Cash Surrender Value of Life Insurance	Cash Surrender Value of Life Insurance — The Company funds the purchase of insurance policies on the lives of certain officers and employees of the Company. The Company has recognized any change in cash surrender value of life insurance in non-interest income in the Company’s consolidated statements of operations. The Company has recognized insurance costs in non-interest expense in the Company’s consolidated statements of operations.
Comprehensive Income	Comprehensive Income — The Company presents a separate financial statement of comprehensive income that includes amounts from transactions and other events excluded from the Company’s consolidated statements of operations and recorded directly to retained earnings.
Pension and Other Postretirement Benefits	Pension and Other Postretirement Benefits — The Company currently provides certain postretirement benefits to qualified retired employees. These postretirement benefits principally pertain to health insurance coverage and life insurance. The cost of such benefits is accrued during the years the employee provides service. 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 benefits associated with these arrangements and plans are earned over a service period, and the Company estimates the amount of expense applicable to each plan or contract. The estimated obligations for the plans and contracts are reflected as liabilities on the Company’s consolidated statements of condition.
Employee Savings and Stock Ownership Plan ("KSOP")	Employee Savings and Stock Ownership Plan (“KSOP”) — The Company accounts for its KSOP based on guidance set forth in FASB ASC Topic 715 for Compensation — Retirement Benefits . Shares are released to participants proportionately as the loan is repaid. If the Company declares a dividend, the dividends on the allocated shares would be recorded as dividends and charged to retained earnings. Dividends declared on common stock held by the KSOP and not allocated to the account of a participant can be used to repay the loan. Allocation of shares to the KSOP participants is contingent upon the repayment of the loan to the Company.
Stock Based Compensation	Stock Based Compensation — The Company accounts for stock awards and stock options granted to employees and directors based on guidance set forth in FASB ASC Topic 718 for Compensation — Stock Compensation . The Company recognizes the related expense for the options and awards over the service period using the straight-line method.
Earnings Per share	Earnings Per Share — The Company uses the two-class method to calculate earnings per share as the unvested restricted stock issued under the Company’s equity incentive plans are participating shares with nonforfeitable rights to dividends. Under the two-class method, earnings per common share are computed by dividing the sum of distributed earnings to common shareholders and undistributed earnings allocated to common shareholders by the weighted average number of common shares outstanding for the period. In applying the two-class method, undistributed earnings are allocated to both common shares and participating securities based on the number of weighted average shares outstanding during the period. Diluted earnings per share reflect additional common shares that would have been outstanding if options on common shares had been exercised, as well as any adjustment to income that would result from the assumed issuance. Potential common shares that may be issued by the Company relate solely to outstanding stock options, and are determined using the treasury stock method. The effects of options to issue common stock are excluded from the computation of diluted earnings per share in periods in which the effect would be antidilutive.
Cash and Cash Equivalents	Cash and Cash Equivalents — For purposes of the consolidated statements of cash flows, cash and cash equivalents include cash and balances due from banks, interest bearing deposits and federal funds sold.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In January 2017, the FASB issued ASU 2017-04: Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. To simplify the subsequent measurement of goodwill, this update eliminates Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, under the amendments in this update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. An entity should apply the amendments in this Update on a prospective basis. A public business entity that is a U.S. Securities and Exchange Commission (SEC) filer should adopt the amendments in this update for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company does not anticipate a material impact to the consolidated financial statements at this time. Also in January 2017, the FASB issued ASU 2017-03: Accounting Changes and Error Corrections (Topic 250) and Investments—Equity Method and Joint Ventures (Topic 323). The amendments in this update add and amend SEC paragraphs pursuant to the SEC Staff Announcements at the September 22, 2016 and November 17, 2016 Emerging Issues Task Force (EITF) meetings. The Company does not anticipate a material impact to the consolidated financial statements at this time. Also in January 2017, the FASB issued ASU 2017-01: Business Combinations (Topic 805), Clarifying the Definition of a Business. The amendments in this update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments in this update affect all reporting entities that must determine whether they have acquired or sold a business. Public business entities should apply the amendments in this update to annual periods beginning after December 15, 2017, including interim periods within those periods. The Company intends to comply with the effective date of this update and does not anticipate an impact to the consolidated financial statements at this time. In December 2016, the FASB issued ASU 2016-20: Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. The amendments in this update cover a variety of Topics in the Codification related to the new revenue recognition standard (Accounting Standards Update No. 2014-09). The amendments in this update represent changes to make minor corrections or 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. The Company does not anticipate a material impact to the consolidated financial statements. Also in December 2016, the FASB issued ASU 2016-19: Technical Corrections and Improvements. The amendments in this update cover a wide range of Topics in the Codification. The amendments in this update represent changes to make corrections or 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. The Company does not anticipate a material impact to the consolidated financial statements. In November 2016, the FASB issued ASU 2016-18: Statement of Cash Flows (Topic 230): Restricted Cash, a consensus of the FASB Emerging Issues Task Force. Stakeholders indicated that diversity exists in the classification and presentation of changes in restricted cash on the statement of cash flows under Topic 230, Statement of Cash Flows. This update addresses that diversity. The amendments in this update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this update apply to all entities that have restricted cash or restricted cash equivalents and are required to present a statement of cash flows under Topic 230. The Company evaluated the amendments of this update and does not anticipate an impact to the consolidated financial statements. In August 2016, the FASB issued ASU 2016-15: Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. Stakeholders indicated that there is diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230, Statement of Cash Flows, and other Topics. This update addresses the following eight cash flow issues: Debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies (COLIs) (including bank-owned life insurance policies (BOLIs)); distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. The amendments in this update apply to all entities, including both business entities and not-for-profit entities that are required to present a statement of cash flows under Topic 230. The amendments in this update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company does not anticipate a material impact to the consolidated financial statements at this time. In June 2016, the FASB issued ASU 2016-13: Financial Instruments —Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. Topic 326 amends guidance on reporting credit losses for assets held at amortized cost basis and available for sale debt securities. For assets held at amortized cost basis, Topic 326 eliminates the probable initial recognition threshold in current GAAP and, instead, requires an entity to reflect its current estimate of all expected credit losses. For available for sale debt securities, credit losses should be measured in a manner similar to current GAAP, however Topic 326 will require that credit losses be presented as an allowance rather than as a write-down. This update affects entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. The amendments in this update are effective for fiscal years beginning after December 15, 2019. The Company is in the process of evaluating the impact of this guidance but expects that the impact will likely be material to the consolidated financial statements. In May 2016, the FASB issued ASU 2016-12: Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients. The amendments in this update address narrow-scope improvements to the guidance on collectability, noncash consideration, and completed contracts at transition. Additionally, the amendments in this update provide a practical expedient for contract modifications at transition and an accounting policy election related to the presentation of sales taxes and other similar taxes collected from customers. The amendments in this update affect the guidance in Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), which is not yet effective. The Company does not anticipate a material impact to the consolidated financial statements at this time. In April 2016, the FASB issued ASU 2016-10: Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. The amendments in this update clarify the following two aspects of Topic 606: (a) identifying performance obligations; and (b) the licensing implementation guidance. The amendments do not change the core principle of the guidance in Topic 606. The effective date and transition requirements for the amendments in this update are the same as the effective date and transition requirements in Topic 606. The Company does not anticipate a material impact to the consolidated financial statements at this time. In March 2016, the FASB issued ASU 2016-09: Compensation —Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The Board is issuing this update as part of its initiative to reduce complexity in accounting standards. The areas for simplification in this update involve several aspects of the accounting for employee share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Some of the areas for simplification apply only to nonpublic entities. In addition, the amendments in this update eliminate the guidance in Topic 718 that was indefinitely deferred shortly after the issuance of FASB Statement No. 123 (revised 2004), Share-Based Payment. For public business entities, the amendments in this update are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The Company evaluated the impact of this guidance and does not anticipate a material impact to the consolidated financial statements at this time. Also in March 2016, the FASB issued ASU 2016-08: Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net). The amendments in this update clarify the implementation guidance included in Topic 606 on principal versus agent considerations. The effective date and transition requirements for the amendments in this update are the same as the effective date and transition requirements in Topic 606. The Company does not anticipate a material impact to the consolidated financial statements at this time. Also in March 2016, the FASB issued ASU 2016-07: Investments —Equity Method and Joint Ventures (Topic 323). To simplify the accounting for equity method investments, the amendments in this update eliminate the requirement in Topic 323 that an entity retroactively adopt the equity method of accounting if an investment qualifies for use of the equity method as a result of an increase in the level of ownership or degree of influence. The amendments require that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. The amendments in this update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. The Company has not identified significant changes in the level of its ownership in its investments in limited partnerships. As a result, the Company does not anticipate an impact to the consolidated financial statements. Also in March 2016, the FASB issued ASU 2016-05: Derivatives and Hedging (Topic 815): Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships. The term novation refers to replacing one counterparty to a derivative instrument with a new counterparty. That change occurs for a variety of reasons, including financial institution mergers, intercompany transactions, an entity exiting a particular derivatives business or relationship, an entity managing against internal credit limits, or in response to laws or regulatory requirements. The amendments in this update clarify that a change in the counterparty to a derivative instrument that has been designated as a hedging instrument under Topic 815, does not, in and of itself, require dedesignation of that hedging relationship provided that all other hedge accounting criteria continue to be met. For public business entities, the amendments in this update are effective for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. The Company does not designate any of its derivative instruments as a heading relationship. As a result, the Company does not anticipate an impact to the consolidated financial statements. Also in March 2016, the FASB issued ASU 2016-04: Liabilities —Extinguishments of Liabilities (Subtopic 405-20): Recognition of Breakage for Certain Prepaid Stored-Value Products. When an entity sells a prepaid stored-value product (such as gift cards, telecommunication cards, and traveler’s checks), it recognizes a financial liability for its obligation to provide the product holder with the ability to purchase goods or services at a third-party merchant. When a prepaid stored-value product goes unused wholly or partially for an indefinite time period, the amount that remains on the product is referred to as breakage. There currently is diversity in the methodology used to recognize breakage. Subtopic 405-20 includes derecognition guidance for both financial liabilities and nonfinancial liabilities, and Topic 606, Revenue from Contracts with Customers, includes authoritative breakage guidance but excludes financial liabilities. The amendments in this update provide a narrow scope exception to the guidance in Subtopic 405-20 to require that breakage be accounted for consistent with the breakage guidance in Topic 606. The amendments in this update are effective for public business entities for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Earlier application is permitted, including adoption in an interim period. The Company does not anticipate a material impact to the consolidated financial statements at this time.

ACQUISITION OF CONESTOGA BANK (

ACQUISITION OF CONESTOGA BANK (Tables)	12 Months Ended
	Dec. 31, 2016
ACQUISITION OF CONESTOGA BANK
Schedule of fair value of assets acquired and liabilities assumed	(In thousands) Consideration Paid Cash paid to Conestoga Bank $ Change in control payments Value of consideration Assets acquired: Cash and due from banks $ Investment securities FHLB stock Loans and leases Premises and equipment Bank owned life insurance Core deposit intangible Real estate owned Accrued interest receivable Deferred tax asset Other assets Total assets Liabilities assumed: Deposits $ Accrued interest payable Other liabilities Total liabilities Net assets acquired Goodwill resulting from acquisition of Conestoga Bank $ Goodwill Conestoga Bank Reported as of September 30, 2016 $ Effect of adjustments to: Loans and leases ) Real estate owned Deferred tax asset Premises and equipment Other assets Other liabilities Total adjustments ) Adjusted goodwill Conestoga Bank as of December 31, 2016 $
Schedule of actual operating results	(Dollars in thousands) Conestoga Bank Net interest income $ Non-interest income Non-interest expense ) Income taxes ) Net income $
Schedule of pro forma information	Pro forma For the Year Ended (Dollars in thousands) December 31, 2016 December 31, 2015 Net interest income $ $ Provision for loan loss ) Non-interest income Non-interest expense ) ) Income taxes ) ) Net income $ $ Net earnings per share Basic $ $ Diluted $ $ Net earnings per share Basic Diluted
Loans acquired - not subject to FASB ASC 310-30
ACQUISITION OF CONESTOGA BANK
Schedule of fair value of acquired loans	The following table details loans that are not accounted for in accordance with FASB ASC 310-30 as of April 14, 2016: (Dollars in thousands) Contractually required principal and interest at acquisition $ Contractual cash flows not expected to be collected (credit mark) Expected cash flows at acquisition Interest rate premium mark Fair value of acquired loans not accounted for under FASB ASC 310-30 $
Loans acquired - accounted for in accordance with FASB ASC 310-30
ACQUISITION OF CONESTOGA BANK
Schedule of fair value of acquired loans	The following table details the loans that are accounted for in accordance with FASB ASC 310-30 as of April 14, 2016: (Dollars in thousands) Contractually required principal and interest at acquisition $ Contractual cash flows not expected to be collected (nonaccretable difference) Expected cash flows at acquisition Interest component of expected cash flows (accretable discount) Fair value of acquired loans accounted for under FASB ASC 310-30 $

CHANGES IN AND RECLASSIFICATI39

CHANGES IN AND RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables)	12 Months Ended
	Dec. 31, 2016
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 available-for-sale Defined benefit (Dollars in thousands) securities pension plan items Total Beginning balance, January 1, 2016 $ $ ) $ ) Changes in other comprehensive loss before reclassifications: Unrealized holding losses on AFS securities ) — ) Accretion of unrealized losses on AFS securities transferred to HTM — Pension, other postretirement and postemployment benefit plan adjustments — ) ) Amount reclassified from accumulated other comprehensive loss Net current-period other comprehensive loss ) ) ) Ending balance, December 31, 2016 $ ) $ ) $ ) Net unrealized holding gains 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 — Pension, other postretirement and postemployment benefit plan adjustments — Amount reclassified from accumulated other comprehensive loss Net current-period other comprehensive (loss) income ) ) Ending balance, December 31, 2015 $ $ ) $ ) Net unrealized holding gains 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 — Pension, other postretirement and postemployment benefit plan adjustments — ) ) Amount reclassified from accumulated other comprehensive loss ) Net current-period other comprehensive income (loss) ) ) Ending balance, December 31, 2014 $ $ ) $ )
Schedule of reclassifications out of AOCI by component	For the Year Ended December 31, 2016 (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 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 17 - Pension and Other Postretirement Benefits for additional details. For the Year Ended December 31, 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 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 17 - Pension and Other Postretirement Benefits for additional details. For the Year Ended December 31, 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 17 - Pension and Other Postretirement Benefits for additional details.

EARNINGS PER SHARE (Tables)

EARNINGS PER SHARE (Tables)	12 Months Ended
	Dec. 31, 2016
EARNINGS PER SHARE
EARNINGS PER SHARE	For the Year Ended (Dollars in thousands, except share and per share amounts) 2016 2015 2014 Basic and diluted earnings per share: Net income $ $ $ Net income allocated to unvested restricted stock ) — — Net income allocated to common shares $ $ $ Basic average common shares outstanding Effect of dilutive securities (1) Dilutive average shares outstanding Net earnings per share Basic $ $ $ Diluted $ $ $ (1) - Dilutive securities for the year ended December 31, 2016 do not include unvested restricted stock awards.

INVESTMENT SECURITIES (Tables)

INVESTMENT SECURITIES (Tables)	12 Months Ended
	Dec. 31, 2016
INVESTMENT SECURITIES
Amortized cost and estimated fair value of investments in debt and equity securities	December 31, 2016 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 securities — GSE mortgage-backed securities Collateralized mortgage obligations Municipal bonds — Corporate Securities Money market, mutual funds and certificates of deposit — Total $ $ $ $ December 31, 2016 Investment Securities Held-to-Maturity Gross Gross Estimated Amortized Unrealized Unrealized Fair Cost Gains Losses Value GSE mortgage-backed securities $ $ $ $ Collateralized mortgage obligations Municipal bonds — Foreign bonds — Total $ $ $ $ December 31, 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 $ $ $ — $ Ginnie Mae guaranteed mortgage securities — GSE mortgage-backed securities Collateralized mortgage obligations Municipal bonds — Corporate Bonds — Money market, mutual funds and certificates of deposit — Total $ $ $ $ December 31, 2015 Investment Securities Held-to-Maturity Gross Gross Estimated Amortized Unrealized Unrealized Fair 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 December 31, 2016 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 $ $ $ $ $ $ Corporate Securities — — Collateralized mortgage obligations Subtotal, debt securities $ $ $ $ $ $ Mutual Funds — — Total temporarily impaired securities $ $ $ $ $ $ At December 31, 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 $ $ $ $ $ $ Corporate Securities — — Collateralized mortgage obligations Subtotal, debt securities $ $ $ $ $ $ Mutual Funds — — Total temporarily impaired securities $ $ $ $ $ $
Summary of maturities investment securities	December 31, 2016 December 31, 2015 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)	12 Months Ended
	Dec. 31, 2016
LOANS
Summary of loans	December 31, 2016 2015 Commercial: Commercial real estate $ $ Commercial business loans Commercial small business leases — Commercial construction Total commercial loans Residential: Residential real estate 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 loans and recorded investment by loan portfolio	COMMERCIAL RESIDENTIAL CONSUMER December 31, 2016 Real Business Small Construction Real Home Personal Education Auto Total Allowance for loan losses: Beginning balance $ $ $ — $ $ $ $ $ $ $ Charge-offs ) ) ) — ) ) ) ) ) ) Recoveries — Provision (credit) ) ) ) Allowance ending balance $ $ $ $ $ $ $ $ $ $ Allowance ending balance Individually evaluated for impairment $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — Collectively evaluated for impairment Loans acquired with deteriorated quality — — — — — — — — — Total Allowance $ $ $ $ $ $ $ $ $ $ Financing receivable: Ending balance Individually evaluated for impairment $ $ $ — $ — $ $ $ $ — $ — $ Collectively evaluated for impairment Loans acquired with deteriorated quality — — — — Total Portfolio $ $ $ $ $ $ $ $ $ $ CONSUMER COMMERCIAL RESIDENTIAL Home December 31, 2015 Real Business Construction Real Equity 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 $ $ $ $ $ $ $ $ $ — $ CONSUMER COMMERCIAL RESIDENTIAL Home December 31, 2014 Real Business Construction Real Equity 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 outstanding principal balance and related carrying amount of loans acquired with deteriorated credit quality	2016 Outstanding principal balance $ Carrying amount
Schedule of changes in the accretable discount on loans acquired with deteriorated credit quality	Accretable (Dollars in thousands) Discount Balance, April 14, 2016 $ Accretion ) Balance, December 31, 2016 $
Schedule of delinquent and non-accrual loans in the Company's portfolio	Analysis of Past Due and Non-accrual Financing Receivables As of December 31, 2016 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 small business leases % % — — % % % % — — — % Commercial construction — — % — — % — — % — — % % % — — — % Total commercial $ % $ % $ % $ % $ % $ % $ — $ % Residential: Residential real estate $ % $ % $ % $ % $ % $ % $ — $ % Total residential $ % $ % $ % $ % $ % $ % $ — $ % Consumer loans: Home equity & lines of credit $ % $ % $ % $ % $ % $ % $ — $ % Personal % % — % % % % — % Education % % % % % % — — % Automobile % % — — % % % % — — — % Total consumer $ % $ % $ % $ % $ % $ % $ $ % Total $ % $ % $ % $ % $ % $ % $ $ % (1) Non-accruing loans do not include $11.7 million of loans acquired with deteriorated credit quality, which have been recorded at their fair value at acquisition. Analysis of Past Due and Non-accrual Financing Receivables As of December 31, 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 $ % $ % $ % $ % $ % $ % $ — $ % 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	December 31, December 31, December 31, 2016 2015 2014 (Dollars in thousands) No. of Loans Balance No. of Loans Balance No. of Loans Balance Commercial: Commercial real estate $ — $ — $ Commercial business loans — — Commercial construction — — — — Total Commercial — — Residential: Residential real estate Total real estate loans Consumer loans: Home equity & lines of credit — — Personal — — — — Total consumer loans — — Total loans $ $ $
Summary of Troubled Debt Restructured Loans	For the Year Ended (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 — — Release of collateral — — 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 Year Ended (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 — — Release of collateral — — 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 Year Ended (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 — — Release of collateral — — 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 For the Year Ended December 31, 2016 (Dollars in thousands) Recorded Unpaid Related Average Interest Interest Impaired loans with no related specific allowance recorded: Commercial Real Estate $ $ $ — $ $ — $ — Commercial Business — — Commercial small business leases — — — — — Commercial Construction — — — — — — Residential Real Estate — — — Home Equity and Lines of Credit — — — Personal — — — Education — — — — — Auto — — — — — Total Impaired Loans: $ $ $ — $ $ $ — Commercial — — Residential — — — Consumer — — — Total $ $ $ — $ $ $ — Impaired Loans For the Year Ended December 31, 2015 (Dollars in thousands) Recorded Unpaid Related Average Interest Interest Impaired loans with no related specific allowance recorded: Commercial Real Estate $ $ $ — $ $ — $ — Commercial Business — — — Commercial Construction — — — Residential Real Estate — — 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 Unpaid Related Average Interest Interest Impaired loans with no related specific allowance recorded: Commercial Real Estate $ $ $ — $ $ — $ — Commercial Business — — Commercial Construction — — Residential Real Estate — — — Home Equity and Lines of Credit — — Personal — — — Education — — — — — — Auto — — — — — Total Impaired Loans: $ $ $ — $ $ $ — Commercial — — Residential — — — Consumer — — Total $ $ $ — $ $ $ —
Consumer
LOANS
Schedule of amounts and percentage of the portfolio of classified asset categories	Credit Risk Profile Based on Payment Activity (Dollars in thousands) December 31, 2016 Home Equity & Lines of Credit Personal Education Auto Total Performing $ % $ % $ % $ % $ % Non-performing — % — % % — — % $ % Total $ % $ % $ % $ % $ % December 31, 2015 Home Equity & Lines of Credit Personal Education Auto Total Performing $ % $ % $ % $ % $ % Non-performing % — — % % — — % % Total $ % $ % $ % $ % $ %
Commercial And Residential Loan
LOANS
Schedule of amounts and percentage of the portfolio of classified asset categories	Credit Risk Internally Assigned (Dollars in thousands) December 31, 2016 Commercial Commercial Small Business Commercial Residential Real Estate Business Leases Construction Real Estate Total Grade Pass $ % $ % $ % $ % $ % $ % Special Mention % % — — % — — % — — % $ — % Substandard % % — — % — — % % $ % Doubtful — — % — — % — — % — — % — — % — — % Total $ % $ % $ % $ % $ % $ % December 31, 2015 Commercial Commercial Commercial Residential Real Estate Business Construction Real Estate Total Grade Pass $ % $ % $ % $ % $ % Special Mention % % — — % — — % % Substandard % % — % % % Doubtful — — % — — % — — % — — % — — % Total $ % $ % $ % $ % $ %

ACCRUED INTEREST RECEIVABLE (Ta

ACCRUED INTEREST RECEIVABLE (Tables)	12 Months Ended
	Dec. 31, 2016
ACCRUED INTEREST RECEIVABLE
Schedule of information on accrued interest receivable	2016 2015 (Dollars in thousands) Amount % of Total Amount % of Total Interest-bearing deposits $ % $ % Investment securities % % Loans % % Total accrued interest receivable $ % $ %

BANK PREMISES AND EQUIPMENT (Ta

BANK PREMISES AND EQUIPMENT (Tables)	12 Months Ended
	Dec. 31, 2016
BANK PREMISES AND EQUIPMENT
Schedule of components of premises and equipment	(Dollars in thousands) 2016 2015 Land $ $ Bank premises Furniture, fixtures and equipment Leasehold improvements Construction in progress Total Accumulated depreciation and amortization ) ) Total $ $

GOODWILL AND OTHER INTANGIBLES

GOODWILL AND OTHER INTANGIBLES (Tables)	12 Months Ended
	Dec. 31, 2016
GOODWILL AND OTHER INTANGIBLES
Schedule of goodwill and other intangibles	(Dollars in thousands) Goodwill Core Deposit Customer Balance at January 1, 2016 $ $ $ Adjustments: Additions — Amortization — ) ) Balance at December 31, 2016 $ $ $ (Dollars in thousands) Goodwill Core Deposit Customer Balance at January 1, 2015 $ $ $ Adjustments: Additions — — Amortization — ) ) Balance at December 31, 2015 $ $ $
Schedule of amortizing intangible assets	2016 2015 (Dollars in thousands) Gross Accumulated Net Gross Accumulated Net Amortizing Intangibles: Core Deposits $ $ ) $ $ $ ) $ Customer Relationships ) ) Total Amortizing Intangibles $ $ ) $ $ $ ) $
Schedule of expected amortization expense	(Dollars in thousands) Year Expense 2017 $ 2018 2019 2020 2021 2022 and thereafter

OTHER ASSETS (Tables)

OTHER ASSETS (Tables)	12 Months Ended
	Dec. 31, 2016
OTHER ASSETS
Schedule of other assets	December 31, December 31, (Dollars in thousands) 2016 2015 Investments in affordable housing and other partnerships $ $ Prepaid assets Net deferred tax assets Other real estate Fixed assets held for sale Servicing rights All other assets Total other assets $ $

DEPOSITS (Tables)

DEPOSITS (Tables)	12 Months Ended
	Dec. 31, 2016
DEPOSITS
Schedule of major classifications of deposits	% of Total % of Total (Dollars in thousands) 2016 Deposits 2015 Deposits Non-interest bearing deposits $ % $ % Interest-earning checking accounts % % Municipal checking accounts % % Money market accounts % % Savings accounts % % Certificates of deposit % % Total deposits $ % $ %
Schedule of time deposit accounts outstanding	(Dollars in thousands) Year Balance 2017 $ 2018 2019 2020 2021 2022 and thereafter

BORROWED FUNDS (Tables)

BORROWED FUNDS (Tables)	12 Months Ended
	Dec. 31, 2016
BORROWED FUNDS
Schedule of borrowed funds	December 31, (Dollars in thousands) 2016 2015 FHLB advances $ $ Statutory trust debenture Total borrowings $ $
Schedule of advances from the FHLB that bear fixed interest rates with remaining periods until maturity	December 31, (Dollars in thousands) 2016 2015 Due in one year or less $ $ Due after one year through five years Total FHLB advances $ $
Schedule of weighted average interest rates of borrowings	2016 2015 Weighted average interest rate during period: Federal Home Loan Bank advances % % Federal Home Loan Bank overnight borrowings Federal Reserve Bank of Philadelphia overnight borrowings Statutory Trust Debenture Other

REGULATORY CAPITAL REQUIREMEN49

REGULATORY CAPITAL REQUIREMENTS (Tables)	12 Months Ended
	Dec. 31, 2016
Summary of bank's actual capital amounts and ratios	To Be Well Capitalized Under Prompt For Capital Corrective Actual Adequacy Purposes Action Provisions (Dollars in thousands) Capital Ratio Capital Ratio Capital Ratio As of December 31, 2016: 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, 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 Under Prompt For Capital Corrective Actual Adequacy Purposes Action Provisions (Dollars in thousands) Capital Ratio Capital Ratio Capital Ratio As of December 31, 2016: 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, 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) % % %

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
	Dec. 31, 2016
INCOME TAXES
Schedule of provision for income taxes	(Dollars in thousands) 2016 2015 2014 Current federal taxes $ $ $ ) Current state and local taxes Deferred federal and state taxes Total $ $ $
Schedule of income tax reconciliation	2016 2015 2014 Tax at statutory rate $ % $ % $ % Increase/(reduction) in taxes resulting from: Tax-exempt income ) ) ) ) ) ) State and local income taxes Employee benefit programs ) ) ) ) ) ) Federal income tax credits ) ) ) ) ) ) Valuation allowances — charitable contributions — — — — ) ) Valuation allowances — state and local income taxes/OTTI ) ) ) ) Section 162(m): Limit on Compensation — — — — Other Total $ % $ % $ %
Schedule of significant portions of the deferred tax accounts	(Dollars in thousands) 2016 2015 Deferred tax assets: Reserve for bad debts $ $ Pension and postretirement liabilities (ASC 715) Federal income tax credits Deferred compensation State net operating loss carryover / state credits Purchase accounting adjustments Lease accounting OREO Available-for-sale securities — Accrued expenses and other Less: Valuation Allowance ) ) Total Deferred tax liabilities: Available-for-sale securities — Pension and postretirement benefits Intangibles Premises and equipment Prepaid expenses and deferred loan costs Mortgage servicing rights and other Total Net deferred tax assets $ $

PENSION AND OTHER POSTRETIREM51

PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS (Tables)	12 Months Ended
	Dec. 31, 2016
PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS
Schedule of changes in benefit obligations and plan assets of pension and postretirement benefits	Pension Other Postretirement Benefits Benefits (Dollars in thousands) 2016 2015 2016 2015 Change in Benefit Obligation Benefit obligation at beginning of year $ $ $ $ Business combination — — — Service cost — — Interest cost Participants’ contributions — — Actuarial loss/(gain) ) ) Benefits paid ) ) ) ) Benefit obligation at end of year $ $ $ $ Change in Assets Fair value of assets at beginning of year $ $ $ — $ — Business combination — — — Actual gain/(loss) return on assets ) — — Employer contribution Participants’ contributions — — Expense ) ) — — Benefits paid ) ) ) ) Fair value of assets at end of year $ $ $ — $ —
Schedule of reconciliation of the funded status of the pension and postretirement benefits	Other Pension Postretirement (Dollars in thousands) 2016 2015 2016 2015 Projected benefit obligation $ $ $ $ Fair value of plan assets — — Accrued pension cost $ $ $ $
Schedule of amounts recognized in accumulated other comprehensive income of the pension and postretirement benefits	Other Pension Postretirement (Dollars in thousands) 2016 2015 2016 2015 Net loss $ $ $ $ Prior service cost — — ) )
Schedule of significant assumptions used to calculate the net periodic pension cost and obligation	Pension Benefits Other Postretirement 2016 2015 2014 2016 2015 2014 Consolidated Pension Plan Discount rate for periodic pension cost % % % Discount rate for benefit obligation % % % Expected long-term rate of return on plan assets % % % Beneficial Bank Plans Discount rate for periodic pension cost % % % Discount rate for benefit obligation % % % Expected long-term rate of return on plan assets — — — FMS Plan Discount rate for periodic pension cost % % % Discount rate for benefit obligation % % % Expected long-term rate of return on plan assets — — —
Schedule of components of net pension cost	Pension Benefits Other Postretirement Benefits (Dollars in thousands) 2016 2015 2014 2016 2015 2014 Component of Net Periodic Benefit Service cost $ — $ — $ — $ $ $ Interest cost Expected return on assets ) ) ) — — — Amortization of transition obligation — — — Amortization of prior service cost — — — ) ) ) Recognized net actuarial loss Net periodic pension (benefit) cost $ ) $ ) $ ) $ $ $
Effect of one-percentage-point increase or decrease on total of service and interest cost components	(Dollars in thousands) 1.0% 1.0% Accumulated postretirement benefit obligation $ $ ) Service and interest cost )
Schedule of expected future benefit payments	(Dollars in thousands) Pension Benefits Other Postretirement Benefits $ $ 2022-2026 2022-2026
Schedule of fair value of plan assets	Category Used for Fair Value Measurement December 31, 2016 December 31, 2015 (Dollars in thousands) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Mutual Funds: Large cap $ $ — $ — $ $ $ — $ — $ Mid cap — — — — — — Small cap — — — — International — — — — Global Managed Volatility — — — — US Managed Volatility — — — — Fixed Income — — — — U.S. Government Agencies — — — — Accrued Income — — — — Total $ — — $ $ $ — $ — $
Schedule of weighted average asset allocations	Pension December 31, 2016 2015 Domestic equity securities % % Fixed Income % % U.S. Government Agencies % % International equity securities % % Accrued income % % Total % %

STOCK BASED COMPENSATION (Table

STOCK BASED COMPENSATION (Tables)	12 Months Ended
	Dec. 31, 2016
STOCK BASED COMPENSATION
Summary of non-vested stock award activity	Summary of Non-vested Stock Award Activity Number of Weighted Average Non-vested Stock Awards outstanding, January 1, 2016 $ Issued Vested ) Forfeited ) Non-vested Stock Awards outstanding, December 31, 2016 Summary of Non-vested Stock Award Activity Number of Weighted Non-vested Stock Awards outstanding, January 1, 2015 $ Issued Vested ) Forfeited ) Non-vested Stock Awards outstanding, December 31, 2015
Summary of stock option activity	Number of Options Weighted Exercise January 1, 2016 $ Granted — — Exercised ) Forfeited ) Expired ) December 31, 2016 Number of Options Weighted Exercise January 1, 2015 $ Granted Exercised ) Forfeited ) Expired ) December 31, 2015
Schedule of weighted average assumptions used to calculate the fair value of the options	For the Year Ended December 31, 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 $ — $ —

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Tables)	12 Months Ended
	Dec. 31, 2016
COMMITMENTS AND CONTINGENCIES
Minimum rental payments to lessors under non-cancelable operating lease agreements	(Dollars in thousands) 2017 $ 2018 2019 2020 2021 Thereafter $

FAIR VALUE OF FINANCIAL INSTR54

FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)	12 Months Ended
	Dec. 31, 2016
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 December 31, 2016: Category Used for Fair Value Measurement (Dollars in thousands) Level 1 Level 2 Level 3 Total Assets: Mortgage servicing rights $ — $ — $ $ SBA servicing rights — — Investment securities available for sale: U.S. GSE and agency notes — — Ginnie Mae guaranteed mortgage securities — — Collateralized mortgage obligations (“CMOs”) GSE CMOs — — GSE mortgage-backed securities — — Municipal bonds General obligation municipal bonds — — Corporate securities — — Money market funds — — Mutual funds — — Interest rate swap agreements — — Total Assets $ $ $ $ Liabilities: Interest rate swap agreements and other contracts $ — $ $ — $ Total Liabilities $ — $ $ — $ Those assets which will continue to be measured at fair value on a recurring basis are as follows at December 31, 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 — — Ginnie Mae guaranteed mortgage securities — — 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 $ — $ $ — $
Summary of assets measured at fair value on a recurring basis using significant unobservable inputs	For the Year Ended December 31, 2016 December 31, 2015 Level 3 Investments Only Mortgage Servicing Mortgage Servicing Balance, January 1, $ $ Additions Payments ) ) Increase (decrease) in fair value due to changes in valuation inputs or assumptions ) Balance, December 31, $ $ For the Year Ended December 31, 2016 Level 3 Investments Only SBA Servicing Balance, January 1, 2016 $ — Additions Payments ) Decrease in fair value due to changes in valuation inputs or assumptions ) Balance, December 31, 2016 $
Assets measured at fair value on a nonrecurring basis	(Dollars in thousands) Balance Level 1 Level 2 Level 3 Gain/(Losses) Impaired loans $ $ — $ — $ $ ) Other real estate owned — — — (Dollars in thousands) Balance Level 1 Level 2 Level 3 Gain/(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 At 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 SBA 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

MERGER AND RESTRUCTURING CHAR55

MERGER AND RESTRUCTURING CHARGES (Tables)	12 Months Ended
	Dec. 31, 2016
MERGER AND RESTRUCTURING CHARGES
Schedule of current merger and restructuring accrual	(Dollars in thousands) Severance Contract termination, Total Accrued at December 31, 2015 $ — $ — $ — Accrued during the year Paid during the year ) ) ) Accrued at December 31, 2016 $ $ $

SERVICING RIGHTS (Tables)

SERVICING RIGHTS (Tables)	12 Months Ended
	Dec. 31, 2016
Residential Mortgage Servicing Rights
SERVICING RIGHTS
Schedule of analysis of the activity in the company's servicing rights	Residential Mortgage Servicing Rights For the Year Ended December 31, (Dollars in thousands) 2016 2015 2014 Balance, January 1, $ $ $ Additions Increase/(decrease) in fair value due to changes in valuation input or assumptions ) ) Paydowns ) ) ) Balance, December 31, $ $ $
Schedule of sensitivity of the current fair value of servicing rights favorable and unfavorable changes in key economic assumptions	Residential Residential Mortgage Servicing Rights Mortgage Servicing Rights (Dollars in thousands) December 31, 2016 December 31, 2015 Fair value of residential mortgage servicing rights $ $ Weighted average life (years) 7.8 years 5.8 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 ) )
SBA Servicing Rights
SERVICING RIGHTS
Schedule of analysis of the activity in the company's servicing rights	SBA Loan Servicing Rights Dollars in thousands For the year ended December 31, 2016 Balance, January 1, 2016 $ — Additions Increases (decreases) in fair value due to: Changes in valuation input or assumptions ) Paydowns ) Balance, December 31, 2016 $
Schedule of sensitivity of the current fair value of servicing rights favorable and unfavorable changes in key economic assumptions	SBA Servicing Rights (Dollars in thousands) December 31, 2016 Fair value of SBA servicing rights $ Weighted average life (years) 5.2 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

DERIVATIVE FINANCIAL INSTRUME57

DERIVATIVE FINANCIAL INSTRUMENTS (Tables)	12 Months Ended
	Dec. 31, 2016
DERIVATIVE FINANCIAL INSTRUMENTS
Schedule of fair value of derivative financial instruments and classification on the consolidated statements of condition	Asset derivatives Liability derivatives As of December 31, 2016 Notional amount Fair value (1) Notional Fair value (2) Interest rate swap agreements $ $ $ $ Risk participation 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. Asset derivatives Liability derivatives As of December 31, 2015 Notional Fair value (1) Notional 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	Gross Gross Amounts Net Amounts of Gross Amounts Not Offset in the As of December 31, 2016 Recognized Statement of the Statement of Financial Collateral Net Amount Interest rate swaps and risk participation agreements $ $ — $ $ — $ — $ Gross Gross Amounts Net Amounts of Gross Amounts Not Offset in the As of December 31, 2015 Recognized Statement of the Statement of Financial Collateral Net Amount Interest rate swaps $ $ — $ $ — $ — $
Schedule of offsetting of derivative liabilities	Gross Gross Amounts Net Amounts of Gross Amounts Not Offset in the As of December 31, 2016 Recognized Statement of the Statement of Financial Collateral Net Amount Interest rate swaps and risk participation agreements $ $ — $ $ — $ $ (1) - Balance includes accrued interest receivable/payable and credit valuation adjustments. Gross Gross Amounts Net Amounts of Gross Amounts Not Offset in the As of December 31, 2015 Recognized Statement of the Statement of Financial Collateral Net Amount Interest rate swaps $ $ — $ $ — $ $ ) (1) - Balance includes accrued interest receivable/payable and credit valuation adjustments.

PARENT COMPANY FINANCIAL INFO58

PARENT COMPANY FINANCIAL INFORMATION (Tables) - Beneficial Bancorp, Inc.	12 Months Ended
	Dec. 31, 2016
PARENT COMPANY FINANCIAL INFORMATION
Schedule of condensed statements of financial condition - Parent Company only	December 31, (Dollars in thousands) 2016 2015 ASSETS Cash on deposit at the Bank $ $ Interest-bearing deposit at the Bank Investment in the Bank Investment in Statutory Trust Receivable from the Bank Other assets TOTAL ASSETS $ $ LIABILITIES AND SHAREHOLDERS’ EQUITY LIABILITIES: Accrued and other liabilities $ $ Accrued interest payable Statutory Trust Debenture Total liabilities COMMIITMENTS AND CONTINGENCIES STOCKHOLDERS’ EQUITY Preferred Stock - $.01 par value; 100,000,000 shares authorized, none issued or outstanding as of December 31, 2016 and 2015 — — Common Stock - $.01 par value 500,000,000 shares authorized, 83,383,917 and 82,949,191 issued and 75,367,684 and 82,918,595 outstanding, as of December 31, 2016 and 2015, respectively. Additional paid-in capital Unearned common stock held by employee savings and stock ownership plan ) ) Retained earnings (partially restricted) Accumulated other comprehensive loss ) ) Treasury Stock at cost, 7,746,233 shares and 30,596 shares at December 31, 2016 and 2015, respectively ) ) Total stockholders’ equity TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ $
Schedule of condensed statements of operations - Parent Company only	December 31, (Dollars in thousands) 2016 2015 2014 INCOME Interest on interest-bearing deposits with the Bank. $ $ $ Realized gain on securities — — Other income Total income EXPENSES Expenses paid to the Bank Interest expense Other expenses Total expenses Income (Loss) before income tax expense (benefit) and equity in undistributed net income of affiliates ) Income tax expense (benefit) ) Equity in undistributed net income of the Bank Net income $ $ $
Schedule of condensed statements of comprehensive income - Parent Company only	For the Year Ended (Dollars in thousands) December 31, For the Years Ended December 31, 2016, 2015 and 2014 2016 2015 2014 Net Income $ $ $ Other comprehensive income, net of tax: Unrealized gains (losses) on securities: Unrealized holding (losses) gains on available for sale securities arising during the period (net of deferred tax of $1,048, $1,564, and $6,465 for the years ended December 31, 2016, 2015, and 2014, respectively) ) ) Unrealized losses on available-for sale securities transferred to held-to-maturity during the period (net of deferred tax of $1,990 for the year ended December 31, 2014) — — ) Accretion of unrealized losses on available-for-sale securities transferred to held-to-maturity (net of deferred tax of $303, $303, and $269 for the years ended December 31, 2016, 2015, and 2014, respectively) Reclassification adjustment for net losses (gains) on available for sale securities included in net income (net of tax of $5, $7, and $227 for the years ended December 31, 2016, 2015, and 2014, respectively) ) Defined benefit pension plans: Pension (losses) gains, other postretirement and postemployment benefit plan adjustments (net of tax of $201, $936, and $4,904 for the years ended December 31, 2016, 2015, and 2014, respectively) ) ) Total other comprehensive loss ) ) ) Comprehensive income $ $ $
Schedule of condensed statements of cash flow - Parent Company only	(Dollars in thousands) 2016 2015 2014 OPERATING ACTIVITIES: Net income $ $ $ Adjustments to reconcile net income to net cash provided by operating activities: Equity in undistributed net earnings of subsidiaries ) ) ) Gain on sale of securities ) — — Accrued interest payable — Dividend from the Bank — — Net intercompany transactions Amortization of debt premium on debenture Changes in assets and liabilities that (used) provided cash: Other liabilities ) ) Other assets ) Net cash provided by operating activities INVESTING ACTIVITIES: Proceeds from the sale of securities — — Cash paid in business combination ) — — Net change in money market securities — — Net cash (used) provided by investing activities ) — FINANCING ACTIVITIES: Stock subscription deposits received — — Net second-step proceeds transferred to the Bank — ) — Purchase of treasury stock ) ) ) Cash dividend paid to stockholders ) — — Proceeds from exercise of stock options Excess tax benefit related to stock based compensation awards Net cash (used) provided by financing activities ) ) NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS ) ) CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR CASH AND CASH EQUIVALENTS, END OF YEAR $ $ $ SUPPLEMENTAL DISCLOSURES OF CASH FLOW AND NON-CASH INFORMATION: Cash payments for interest $ $ $ Cash payments of income taxes — —

NATURE OF OPERATIONS - The Bank

NATURE OF OPERATIONS - The Bank (Details) - The Bank	12 Months Ended
	Dec. 31, 2016item
Percentage of outstanding common stock	100.00%
Number of offices	63

NATURE OF OPERATIONS (Details)

NATURE OF OPERATIONS (Details) $ / shares in Units, $ in Millions	Jan. 12, 2015USD ($)$ / sharesshares	Dec. 31, 2016shares	Dec. 31, 2015shares	Dec. 31, 2014
NATURE OF OPERATIONS
Existing outstanding common stock shares for conversion		75,637,684	82,918,595
Second-step conversion and stock offering
NATURE OF OPERATIONS
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	1.0999	1.0999
Bank's employee savings and stock ownership plan | Second-step conversion and stock offering
NATURE OF OPERATIONS
Issuance of common shares (in shares)	2,015,352		2,015,352

SUMMARY OF SIGNIFICANT ACCOUN61

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Organization (Details)	12 Months Ended
	Dec. 31, 2016segment$ / shares
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of reportable operating segments | segment	1
Federal Home Loan Bank - Par value (in dollars per share) | $ / shares	$ 100

SUMMARY OF SIGNIFICANT ACCOUN62

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Financing Receivable (Details)	12 Months Ended
	Dec. 31, 2016
LOANS
Period of delinquency for classification of loans to non-accrual status	90 days
Minimum
LOANS
Period of sustained performance based on the restructured terms	6 months
Education | Minimum
LOANS
Period of past due of government guaranteed loans that continue to accrue interest on loans	90 days
Consumer
LOANS
Period of past due for charge-off loans	90 days

SUMMARY OF SIGNIFICANT ACCOUN63

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - PP&E and Taxes (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Income Taxes
Uncertain tax liability for uncertain tax positions	$ 0	$ 0
Building | Minimum
Premises and equipment
Estimated useful lives	10 years
Building | Maximum
Premises and equipment
Estimated useful lives	40 years
Furniture, fixtures and equipment | Minimum
Premises and equipment
Estimated useful lives	3 years
Furniture, fixtures and equipment | Maximum
Premises and equipment
Estimated useful lives	20 years

SUMMARY OF SIGNIFICANT ACCOUN64

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Goodwill and Other Intangibles (Details)	12 Months Ended
	Dec. 31, 2016
Core deposits
Goodwill and Other Intangibles
Intangible assets amortization period based on an accelerated basis	10 years

ACQUISITION OF CONESTOGA BANK -

ACQUISITION OF CONESTOGA BANK - Purchase consideration and Merger expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Apr. 14, 2016	Dec. 31, 2016	Dec. 31, 2015
ACQUISITION OF CONESTOGA BANK
Merger and other restructuring charges			$ 8,765	$ 753
Excess of consideration paid over the net assets recorded as goodwill			47,152
Conestoga Bank
ACQUISITION OF CONESTOGA BANK
Cash payment transaction value		$ 105,000
Merger and other restructuring charges			7,200
Excess of consideration paid over the net assets recorded as goodwill	$ 47,152	$ 47,152	$ 47,200

ACQUISITION OF CONESTOGA BANK66

ACQUISITION OF CONESTOGA BANK - Fair value of assets acquired and liabilities assumed (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Apr. 14, 2016	Dec. 31, 2016
Liabilities assumed:
Goodwill resulting from acquisition of Conestoga Bank			$ 47,152
Conestoga Bank
Consideration Paid
Cash paid to Conestoga Bank		$ 105,000
Change in control payments		2,777
Value of consideration		107,777
Assets acquired:
Cash and due from banks		28,167
Investment securities		59,424
FHLB stock		307
Loans and leases		518,348
Premises and equipment		6,979
Bank owned life insurance		14,330
Real estate owned		1,087
Accrued interest receivable		1,121
Deferred tax asset	$ 12,500	12,536	12,500
Other assets		5,334
Total assets		649,880
Liabilities assumed:
Deposits		588,386
Accrued interest payable		131
Other liabilities		738
Total liabilities		589,255
Net assets acquired		60,625
Goodwill resulting from acquisition of Conestoga Bank	$ 47,152	47,152	$ 47,200
Core deposits | Conestoga Bank
Assets acquired:
Core deposit intangible		$ 2,247

ACQUISITION OF CONESTOGA BANK67

ACQUISITION OF CONESTOGA BANK - Change in fair value from amounts originally reported (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Sep. 30, 2016	Apr. 14, 2016	Dec. 31, 2016
ACQUISITION OF CONESTOGA BANK
Goodwill resulting from acquisition of Conestoga Bank				$ 47,152
Conestoga Bank
ACQUISITION OF CONESTOGA BANK
Goodwill resulting from acquisition of Conestoga Bank	$ 47,152		$ 47,152	47,200
Effect of adjustments to:
Loans and leases			518,348
Real estate owned			1,087
Deferred tax asset	12,500		12,536	12,500
Premises and equipment			6,979
Other assets			5,334
Other liabilities			(738)
Total adjustments			$ 60,625
Conestoga Bank | As Previously Reported
ACQUISITION OF CONESTOGA BANK
Goodwill resulting from acquisition of Conestoga Bank		$ 47,302
Conestoga Bank | Adjustment
Effect of adjustments to:
Loans and leases	(2,013)			(2,013)
Real estate owned	306			306
Deferred tax asset	1,495			1,495
Premises and equipment	27			27
Other assets	16			16
Other liabilities	19			19
Total adjustments	$ (150)			$ (150)

ACQUISITION OF CONESTOGA BANK68

ACQUISITION OF CONESTOGA BANK - Loans in accordance with FASB ASC 310-30 (Details) - Conestoga Bank - Loans acquired - accounted for in accordance with FASB ASC 310-30 $ in Thousands	Apr. 14, 2016USD ($)
Loans acquired disclosures
Contractually required principal and interest at acquisition	$ 20,975
Contractual cash flows not expected to be collected (nonaccretable difference)	5,952
Expected cash flows at acquisition	15,023
Interest component of expected cash flows (accretable discount)	1,235
Fair value of acquired loans	$ 13,788

ACQUISITION OF CONESTOGA BANK69

ACQUISITION OF CONESTOGA BANK - Loans not subject to FASB ASC 310-30 (Details) - Conestoga Bank - Loans acquired - not subject to FASB ASC 310-30 $ in Thousands	Apr. 14, 2016USD ($)
Loans acquired disclosures
Contractually required principal and interest at acquisition	$ 507,815
Contractual cash flows not expected to be collected (credit mark)	8,260
Expected cash flows at acquisition	499,555
Interest rate premium mark	5,005
Fair value of acquired loans	$ 504,560

ACQUISITION OF CONESTOGA BANK70

ACQUISITION OF CONESTOGA BANK - Other information (Details) $ in Thousands	Apr. 14, 2016USD ($)	Dec. 31, 2016USD ($)	Dec. 31, 2015USD ($)
ACQUISITION OF CONESTOGA BANK
Amortization value of intangible asset		$ 2,200	$ 1,900
Core deposits
ACQUISITION OF CONESTOGA BANK
Intangible assets amortization period based on an accelerated basis		10 years
Amortization value of intangible asset		$ 1,787	$ 1,499
Conestoga Bank
ACQUISITION OF CONESTOGA BANK
Investment portfolio, at fair value	$ 59,400
Net deferred income tax asset	12,536	$ 12,500
Certificate of deposit valuation adjustment	588
Certificate of deposit valuation adjustment amortization period		5 years
Amortization of certificate of deposit valuation adjustment		$ 408
Acquisition integration expenses		7,200
Conestoga Bank | Professional fees and contract termination expenses
ACQUISITION OF CONESTOGA BANK
Acquisition integration expenses		3,300
Conestoga Bank | Facility expenses
ACQUISITION OF CONESTOGA BANK
Acquisition integration expenses		1,600
Conestoga Bank | Severance
ACQUISITION OF CONESTOGA BANK
Acquisition integration expenses		1,200
Conestoga Bank | Other merger expenses
ACQUISITION OF CONESTOGA BANK
Acquisition integration expenses		$ 1,100
Conestoga Bank | Core deposits
ACQUISITION OF CONESTOGA BANK
Value of intangible acquired	$ 2,247
Intangible value assumption, percent of deposits	0.65	0.65
Intangible assets amortization period based on an accelerated basis		10 years
Amortization value of intangible asset		$ 289

ACQUISITION OF CONESTOGA BANK71

ACQUISITION OF CONESTOGA BANK - Actual operating results of Conestoga Bank (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Actual operating results
Net interest income		$ 150,917	$ 124,222	$ 117,424
Non-interest income		27,805	24,284	24,783
Non-interest expense		(139,124)	(118,488)	(118,251)
Income taxes		(13,644)	(10,725)	(5,723)
NET INCOME		$ 25,469	$ 22,893	$ 18,033
Conestoga Bank
Actual operating results
Net interest income	$ 16,697
Non-interest income	963
Non-interest expense	(6,511)
Income taxes	(3,902)
NET INCOME	$ 7,247

ACQUISITION OF CONESTOGA BANK72

ACQUISITION OF CONESTOGA BANK - Pro forma information (Details) - Conestoga Bank - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Business acquisition, pro forma information
Net interest income	$ 157,396	$ 149,264
Provision for loan loss	(572)
Provision for loan gain		2,300
Non-interest income	29,769	29,879
Non-interest expense	(138,700)	(148,219)
Income taxes	(16,763)	(11,628)
Net income	$ 31,130	$ 21,596
Net earnings per share
Basic (in dollars per share)	$ 0.42	$ 0.28
Diluted (in dollars per share)	$ 0.42	$ 0.27
Net earnings per share
Basic	71,902,158	78,513,929
Diluted	72,632,437	79,276,984
Conestoga Bank
ACQUISITION OF CONESTOGA BANK
Pro forma acquisition costs		$ 947
Beneficial Bancorp, Inc.
ACQUISITION OF CONESTOGA BANK
Pro forma acquisition costs		$ 7,200

CHANGES IN AND RECLASSIFICATI73

CHANGES IN AND RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) - Changes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Changes in the balances of each component of accumulated other comprehensive income
BALANCE, beginning	$ 1,115,546	$ 610,894	$ 615,146
Changes in other comprehensive loss before reclassifications:
Unrealized losses on AFS securities transferred to HTM			(3,426)
Accretion of unrealized losses on AFS securities transferred to HTM	506	524	449
Total other comprehensive loss	(2,459)	(711)	(1,309)
BALANCE, ending	1,013,756	1,115,546	610,894
Accumulated Other Comprehensive Income (Loss)
Changes in the balances of each component of accumulated other comprehensive income
BALANCE, beginning	(23,374)	(22,663)	(21,354)
Changes in other comprehensive loss before reclassifications:
Amount before reclassifications	(1,804)	(2,705)	11,160
Unrealized losses on AFS securities transferred to HTM			(3,426)
Accretion of unrealized losses on AFS securities transferred to HTM	506	524	449
Pension, other postretirement and postemployment plan adjustments	(2,926)	165	(9,781)
Amount reclassified from accumulated other comprehensive loss	1,765	1,305	289
Total other comprehensive loss	(2,459)	(711)	(1,309)
BALANCE, ending	(25,833)	(23,374)	(22,663)
Net unrealized holding gains (losses) on available-for-sale securities
Changes in the balances of each component of accumulated other comprehensive income
BALANCE, beginning	542	2,711	(5,078)
Changes in other comprehensive loss before reclassifications:
Amount before reclassifications	(1,804)	(2,705)	11,160
Unrealized losses on AFS securities transferred to HTM			(3,426)
Accretion of unrealized losses on AFS securities transferred to HTM	506	524	449
Amount reclassified from accumulated other comprehensive loss	9	12	(394)
Total other comprehensive loss	(1,289)	(2,169)	7,789
BALANCE, ending	(747)	542	2,711
Defined benefit pension plan items
Changes in the balances of each component of accumulated other comprehensive income
BALANCE, beginning	(23,916)	(25,374)	(16,276)
Changes in other comprehensive loss before reclassifications:
Pension, other postretirement and postemployment plan adjustments	(2,926)	165	(9,781)
Amount reclassified from accumulated other comprehensive loss	1,756	1,293	683
Total other comprehensive loss	(1,170)	1,458	(9,098)
BALANCE, ending	$ (25,086)	$ (23,916)	$ (25,374)

CHANGES IN AND RECLASSIFICATI74

CHANGES IN AND RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) - Reclassifications (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Reclassifications out of AOCI by component
Net (gain) loss on sale of investment securities	$ (1,811)	$ 19	$ (621)
Income tax expense (benefit)	13,644	10,725	5,723
Net of tax	(25,469)	(22,893)	(18,033)
Net unrealized holding gains (losses) on available-for-sale securities
Reclassifications out of AOCI by component
Reclassification after tax	9	12	(394)
Net unrealized holding gains (losses) on available-for-sale securities | Amount reclassified from accumulated other comprehensive loss
Reclassifications out of AOCI by component
Net (gain) loss on sale of investment securities	14	19	(621)
Income tax expense (benefit)	(5)	(7)	227
Net of tax	9	12	(394)
Defined benefit pension plan items
Reclassifications out of AOCI by component
Reclassification after tax	1,756	1,293	683
Defined benefit pension plan items | Amount reclassified from accumulated other comprehensive loss
Reclassifications out of AOCI by component
Reclassification before tax	2,058	2,123	1,051
Tax effect of reclassification	(302)	(830)	(368)
Reclassification after tax	1,756	1,293	683
Net transition asset or obligation | Amount reclassified from accumulated other comprehensive loss
Reclassifications out of AOCI by component
Reclassification before tax	17	208	164
Net prior service cost or credit | Amount reclassified from accumulated other comprehensive loss
Reclassifications out of AOCI by component
Reclassification before tax	(485)	(518)	(526)
Net recognized actuarial gains or losses | Amount reclassified from accumulated other comprehensive loss
Reclassifications out of AOCI by component
Reclassification before tax	$ 2,526	$ 2,433	$ 1,413

EARNINGS PER SHARE - Net Earnin

EARNINGS PER SHARE - Net Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Basic and diluted earnings per share:
NET INCOME	$ 25,469	$ 22,893	$ 18,033
Net income allocated to unvested restricted stock	(812)
Net income allocated to common shares	$ 24,657	$ 22,893	$ 18,033
Basic average common shares outstanding	71,902,158	78,513,929	80,701,991
Effect of dilutive securities	730,279	763,055	677,990
Dilutive average shares outstanding	72,632,437	79,276,984	81,379,981
Net earnings per share
Basic	$ 0.34	$ 0.29	$ 0.22
Diluted	$ 0.34	$ 0.29	$ 0.22

EARNINGS PER SHARE - Anti-dilut

EARNINGS PER SHARE - Anti-dilutive Shares (Details)	Jan. 12, 2015	Dec. 31, 2016shares	Dec. 31, 2015shares	Dec. 31, 2014shares
Stock Options
Anti-dilutive securities disclosures
Antidilutive securities excluded from computation of earnings per share amount		2,750	863,172	734,183
Restricted Stock
Anti-dilutive securities disclosures
Antidilutive securities excluded from computation of earnings per share amount			687
Second-step conversion and stock offering
Anti-dilutive securities disclosures
Exchange ratio	1.0999	1.0999	1.0999	1.0999

CASH AND DUE FROM BANKS (Detail

CASH AND DUE FROM BANKS (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
CASH AND DUE FROM BANKS
Cash and due from banks related to federal requirements	$ 21,500	$ 16,400
Cash and due from banks, fiduciary funds related to federal requirements	$ 584	$ 476

INVESTMENT SECURITIES - Amortiz

INVESTMENT SECURITIES - Amortized Cost and Estimated Fair Value of Investments, Gains and Losses on Investments (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Amortized cost and estimated fair value of investments in debt and equity securities
Investment securities available-for-sale, amortized cost	$ 449,655	$ 650,439
Investment securities available-for-sale, gross unrealized gains	4,368	7,658
Investment securities available-for-sale, gross unrealized losses	2,479	2,935
Investment securities available-for-sale, estimated fair value	451,544	655,162
Investment securities held-to-maturity, amortized cost	602,529	696,310
Investment securities held-to-maturity, gross unrealized gains	2,046	3,607
Investment securities held-to-maturity, gross unrealized losses	6,790	4,627
Held-to-maturity, estimated fair value (in dollars)	597,785	695,290
Gains and losses on investments
Gain (loss) on sale on investment	1,811	(19)	$ 621
The Bank
Gains and losses on investments
Gain (loss) on sale on investment			621
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	4,649	6,107
Investment securities available-for-sale, gross unrealized gains	10	2
Investment securities available-for-sale, estimated fair value	4,659	6,109
Ginnie Mae guaranteed mortgage certificates
Amortized cost and estimated fair value of investments in debt and equity securities
Investment securities available-for-sale, amortized cost	3,734	4,395
Investment securities available-for-sale, gross unrealized gains	134	146
Investment securities available-for-sale, estimated fair value	3,868	4,541
GSE mortgage-backed securities
Amortized cost and estimated fair value of investments in debt and equity securities
Investment securities available-for-sale, amortized cost	374,593	543,687
Investment securities available-for-sale, gross unrealized gains	3,967	5,963
Investment securities available-for-sale, gross unrealized losses	2,026	2,379
Investment securities available-for-sale, estimated fair value	376,534	547,271
Investment securities held-to-maturity, amortized cost	569,319	654,803
Investment securities held-to-maturity, gross unrealized gains	1,850	3,042
Investment securities held-to-maturity, gross unrealized losses	6,522	4,335
Held-to-maturity, estimated fair value (in dollars)	564,647	653,510
Collateralized mortgage obligations
Amortized cost and estimated fair value of investments in debt and equity securities
Investment securities available-for-sale, amortized cost	22,920	32,717
Investment securities available-for-sale, gross unrealized gains	20	37
Investment securities available-for-sale, gross unrealized losses	259	397
Investment securities available-for-sale, estimated fair value	22,681	32,357
Investment securities held-to-maturity, amortized cost	30,580	38,757
Investment securities held-to-maturity, gross unrealized gains	110	456
Investment securities held-to-maturity, gross unrealized losses	268	292
Held-to-maturity, estimated fair value (in dollars)	30,422	38,921
Municipal bonds
Amortized cost and estimated fair value of investments in debt and equity securities
Investment securities available-for-sale, amortized cost	2,320	30,146
Investment securities available-for-sale, gross unrealized gains	82	1,510
Investment securities available-for-sale, estimated fair value	2,402	31,656
Investment securities held-to-maturity, amortized cost	630	750
Investment securities held-to-maturity, gross unrealized gains	50	69
Held-to-maturity, estimated fair value (in dollars)	680	819
Corporate securities
Amortized cost and estimated fair value of investments in debt and equity securities
Investment securities available-for-sale, amortized cost	19,487	11,986
Investment securities available-for-sale, gross unrealized gains	155
Investment securities available-for-sale, gross unrealized losses	185	126
Investment securities available-for-sale, estimated fair value	19,457	11,860
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	21,952	21,401
Investment securities available-for-sale, gross unrealized losses	9	33
Investment securities available-for-sale, estimated fair value	21,943	21,368
Foreign bonds
Amortized cost and estimated fair value of investments in debt and equity securities
Investment securities held-to-maturity, amortized cost	2,000	2,000
Investment securities held-to-maturity, gross unrealized gains	36	40
Held-to-maturity, estimated fair value (in dollars)	2,036	2,040
Mortgage-backed securities | The Bank
Gains and losses on investments
Proceeds from sale of marketable securities			6,500
Other debt securities | The Bank
Gains and losses on investments
Proceeds from sale of marketable securities			$ 364
Mutual funds | The Bank
Gains and losses on investments
Proceeds from sale of marketable securities	356	360
Gain (loss) on sale on investment	$ (14)	$ (19)

INVESTMENT SECURITIES - Tempora

INVESTMENT SECURITIES - Temporarily Impaired Securities (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Temporarily impaired securities
Fair value of securities in a continuous unrealized loss position less than twelve months	$ 559,086	$ 604,322
Unrealized losses less than twelve months	8,502	5,445
Fair value of securities in a continuous unrealized loss position twelve months or longer	64,344	150,506
Unrealized losses twelve months or longer	767	2,117
Fair value of securities in a continuous unrealized loss position	623,430	754,828
Total unrealized losses	9,269	7,562
Mortgage-backed securities
Temporarily impaired securities
Fair value of securities in a continuous unrealized loss position less than twelve months	546,662	588,681
Unrealized losses less than twelve months	8,300	5,296
Fair value of securities in a continuous unrealized loss position twelve months or longer	37,672	113,146
Unrealized losses twelve months or longer	248	1,418
Fair value of securities in a continuous unrealized loss position	584,334	701,827
Total unrealized losses	8,548	6,714
Corporate securities
Temporarily impaired securities
Fair value of securities in a continuous unrealized loss position less than twelve months	9,802	11,860
Unrealized losses less than twelve months	185	126
Fair value of securities in a continuous unrealized loss position	9,802	11,860
Total unrealized losses	185	126
Collateralized mortgage obligations
Temporarily impaired securities
Fair value of securities in a continuous unrealized loss position less than twelve months	2,622	3,781
Unrealized losses less than twelve months	17	23
Fair value of securities in a continuous unrealized loss position twelve months or longer	26,471	36,819
Unrealized losses twelve months or longer	510	666
Fair value of securities in a continuous unrealized loss position	29,093	40,600
Total unrealized losses	527	689
Debt securities
Temporarily impaired securities
Fair value of securities in a continuous unrealized loss position less than twelve months	559,086	604,322
Unrealized losses less than twelve months	8,502	5,445
Fair value of securities in a continuous unrealized loss position twelve months or longer	64,143	149,965
Unrealized losses twelve months or longer	758	2,084
Fair value of securities in a continuous unrealized loss position	623,229	754,287
Total unrealized losses	9,260	7,529
Mutual funds
Temporarily impaired securities
Fair value of securities in a continuous unrealized loss position twelve months or longer	201	541
Unrealized losses twelve months or longer	9	33
Fair value of securities in a continuous unrealized loss position	201	541
Total unrealized losses	$ 9	$ 33

INVESTMENT SECURITIES - Unreali

INVESTMENT SECURITIES - Unrealized losses (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Temporarily impaired securities
Total unrealized losses	$ 9,269	$ 7,562
GSE mortgage-backed securities
Temporarily impaired securities
Total unrealized losses	8,500
GSE collateralized mortgage obligations (CMOs)
Temporarily impaired securities
Total unrealized losses	527
Corporate securities
Temporarily impaired securities
Total unrealized losses	185	126
Mutual funds
Temporarily impaired securities
Total unrealized losses	$ 9	$ 33

INVESTMENT SECURITIES - Mortgag

INVESTMENT SECURITIES - Mortgage-Backed Securities and CMOs (Details)	Dec. 31, 2016
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	0.70%
Percentage of unrealized loss for security in unrealized loss position for less than 12 months	1.50%
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	1.90%
Percentage of unrealized loss for security in unrealized loss position for less than 12 months	0.60%
Corporate securities
Summary of the significant inputs used in estimating potential credit losses for pooled trust preferred securities
Percentage of unrealized loss for security in unrealized loss position for less than 12 months	1.90%

INVESTMENT SECURITIES - Investm

INVESTMENT SECURITIES - Investment Maturities (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Available-for-sale, amortized cost
Due after one year through five years, amortized cost	$ 2,320	$ 8,696
Due after five years through ten years, amortized cost	24,136	39,543
Mortgage-backed securities, amortized cost	401,247	580,799
Money market and mutual funds, amortized cost	21,952	21,401
Investment securities available-for-sale, amortized cost	449,655	650,439
Available-for-sale, fair value
Due after one year through five years, fair value	2,402	9,025
Due after five years through ten years, fair value	24,116	40,600
Mortgage-backed securities, fair value	403,083	584,169
Money market and mutual funds, fair value	21,943	21,368
Investment securities available-for-sale, estimated fair value	451,544	655,162
Held-to-maturity, amortized cost
Due in one year or less, amortized cost	625	120
Due after one year through five years, amortized cost	2,005	2,505
Due after five years through ten years, amortized cost		125
Mortgage-backed securities, amortized cost	599,899	693,560
Investment securities held-to-maturity, amortized cost	602,529	696,310
Held-to-maturity, fair value
Due in one year or less, fair value	630	123
Due after one year through five years, fair value	2,086	2,592
Due after five years through ten years, fair value		144
Mortgage-backed securities, fair value	595,069	692,431
Investment securities held-to-maturity, estimated fair value	$ 597,785	$ 695,290

INVESTMENT SECURITIES - Securit

INVESTMENT SECURITIES - Securities Pledges as Collateral (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Interest rate swaps
Investment disclosures
Securities pledged as collateral	$ 500	$ 458
Municipal deposits
Investment disclosures
Securities pledged as collateral	$ 90,700	$ 75,700

LOANS - Summary of Loans by Cla

LOANS - Summary of Loans by Classification (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
LOANS
Total loans	$ 4,010,568	$ 2,941,446	$ 2,421,745
Allowance for loan losses	(43,261)	(45,500)	(50,654)	$ (55,649)
Net loans	3,967,307	2,895,946
Commercial
LOANS
Total loans	2,446,487	1,583,851
Commercial | Real estate
LOANS
Total loans	1,388,396	971,086	609,646
Allowance for loan losses	(23,395)	(22,640)	(18,016)	(22,089)
Commercial | Business loans (includes leases)
LOANS
Total loans		496,313	442,190
Allowance for loan losses		(11,856)	(18,264)	(19,301)
Commercial | Business loans
LOANS
Total loans	694,246	496,313
Allowance for loan losses	(9,923)	(11,856)
Commercial | Small business leases
LOANS
Total loans	139,013
Allowance for loan losses	(536)
Commercial | Construction
LOANS
Total loans	224,832	116,452	69,140
Allowance for loan losses	(3,579)	(2,335)	(2,343)	(3,188)
Residential
LOANS
Total loans	894,474	735,724
Residential | Real estate
LOANS
Total loans	894,474	735,724	668,068
Allowance for loan losses	(1,493)	(1,644)	(1,960)	(2,200)
Consumer
LOANS
Total loans	669,607	621,871
Consumer | Home equity and lines of credit
LOANS
Total loans	248,953	231,808	227,055
Allowance for loan losses	(1,185)	(2,356)	(2,669)	(3,133)
Consumer | Personal
LOANS
Total loans	21,863	20,640	28,668
Allowance for loan losses	(372)	(436)	(1,957)	(2,687)
Consumer | Education
LOANS
Total loans	164,202	181,646	195,185
Allowance for loan losses	(129)	(125)	(285)	(306)
Consumer | Automobile
LOANS
Total loans	234,589	187,777	181,793
Allowance for loan losses	$ (2,649)	$ (4,108)	$ (4,610)	$ (2,195)

LOANS - General (Details)

LOANS - General (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2016USD ($)loanitem	Dec. 31, 2015USD ($)loan	Dec. 31, 2014USD ($)	Apr. 14, 2016USD ($)
Loans activity
Mortgage banking income	$ 854	$ 727	$ 583
Sale of loans	19,836	19,050	38,352
Charge-offs	4,814	6,302	14,529
Gain on sale of loans	305	360	271
LOANS:	4,010,568	2,941,446	2,421,745
Conestoga Bank
Loans activity
Loans acquired				$ 518,348
Management and affiliated entities
RELATED PARTY TRANSACTIONS
Aggregate amount due from executive officers and directors and affiliates of the entity	263	245
Amount of payoffs and repayments with respect to related party loans	$ 8	$ 56
Number Of Related Party Loans Receivable Granted | loan	1	1
The Bank | Management and affiliated entities
RELATED PARTY TRANSACTIONS
Aggregate amount due from executive officers and directors and affiliates of the entity	$ 263	$ 245
Shared national credits
Loans activity
Minimum loan commitment amount shared by banks	20,000
LOANS:	234,100	222,400
Amount of leveraged lending transactions	$ 95,600	113,700
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 activity
LOANS:	$ 2,446,487	1,583,851
Commercial | Nonperforming
Loans activity
Sale of loans	0	0	23,600
Charge-offs			1,700
Gain on sale of loans			1,600
Commercial | Real estate
Loans activity
Amount of loans entered into that relate to a participation in a portfolio of multi-family loans	117,500
Charge-offs	134	2,333	5,804
LOANS:	1,388,396	971,086	609,646
Commercial | Business loans (includes leases)
Loans activity
Charge-offs		703	5,338
LOANS:		496,313	442,190
Commercial | Business loans
Loans activity
Charge-offs	536
LOANS:	694,246	496,313
Commercial | Small business leases
Loans activity
Charge-offs	292
LOANS:	139,013
Commercial | Construction
Loans activity
LOANS:	224,832	116,452	69,140
Residential
Loans activity
Loans held for sale	2,000	1,200
LOANS:	894,474	735,724
Residential | The Bank
Loans activity
Residential mortgage loans sold	19,500	18,700
Mortgage banking income	$ 854	727
Servicing fee (as a percent)	0.25%
Residential | Real estate
Loans activity
Charge-offs	$ 379	283	702
LOANS:	894,474	735,724	668,068
Consumer
Loans activity
LOANS:	669,607	621,871
Consumer | Nonperforming
Loans activity
LOANS:	15,932	24,535
Consumer | Home equity and lines of credit
Loans activity
Charge-offs	411	584	180
LOANS:	248,953	231,808	227,055
Consumer | Home equity and lines of credit | Nonperforming
Loans activity
LOANS:	1,009	1,635
Consumer | Personal
Loans activity
Charge-offs	744	505	724
LOANS:	21,863	20,640	28,668
Consumer | Personal | Nonperforming
Loans activity
LOANS:	80
Consumer | Education
Loans activity
Charge-offs	148	120	99
LOANS:	164,202	181,646	195,185
Consumer | Education | Nonperforming
Loans activity
LOANS:	14,843	22,900
Consumer | Automobile
Loans activity
Charge-offs	2,170	1,774	1,682
LOANS:	$ 234,589	$ 187,777	$ 181,793

LOANS - Allowance for Loan Loss

LOANS - Allowance for Loan Losses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Allowance for loan losses:
Balance, beginning of year	$ 45,500	$ 50,654	$ 55,649
Charge-offs	(4,814)	(6,302)	(14,529)
Recoveries	2,090	4,748	9,334
Provision (credit)	485	(3,600)	200
Balance, end of period	43,261	45,500	50,654
Allowance for loan losses:
Collectively evaluated for impairment				$ 43,261	$ 45,500	$ 50,654
Total Allowance	$ 45,500	50,654	55,649	43,261	45,500	50,654
Financing receivables:
Individually evaluated for impairment				33,489	35,173	38,152
Collectively evaluated for impairment				3,965,412	2,906,273	2,383,593
Loans acquired with deteriorated quality				11,667
Total Portfolio				4,010,568	2,941,446	2,421,745
Collateral or discounted cash flow deficiency for loans, period when charged off	90 days
Unallocated
Allowance for loan losses:
Balance, beginning of year		550	550
Provision (credit)		(550)
Balance, end of period			550
Allowance for loan losses:
Collectively evaluated for impairment						550
Total Allowance		550	550			550
Commercial
Financing receivables:
Total Portfolio				2,446,487	1,583,851
Commercial | Real estate
Allowance for loan losses:
Balance, beginning of year	$ 22,640	18,016	22,089
Charge-offs	(134)	(2,333)	(5,804)
Recoveries	275	647	3,112
Provision (credit)	614	6,310	(1,381)
Balance, end of period	23,395	22,640	18,016
Allowance for loan losses:
Collectively evaluated for impairment				23,395	22,640	18,016
Total Allowance	22,640	18,016	22,089	23,395	22,640	18,016
Financing receivables:
Individually evaluated for impairment				18,321	17,943	17,984
Collectively evaluated for impairment				1,364,679	953,143	591,662
Loans acquired with deteriorated quality				5,396
Total Portfolio				1,388,396	971,086	609,646
Commercial | Business loans (includes leases)
Allowance for loan losses:
Balance, beginning of year	11,856	18,264	19,301
Charge-offs		(703)	(5,338)
Recoveries		2,759	4,499
Provision (credit)		(8,464)	(198)
Balance, end of period		11,856	18,264
Allowance for loan losses:
Collectively evaluated for impairment					11,856	18,264
Total Allowance	11,856	18,264	19,301		11,856	18,264
Financing receivables:
Individually evaluated for impairment					2,287	4,172
Collectively evaluated for impairment					494,026	438,018
Total Portfolio					496,313	442,190
Commercial | Business loans
Allowance for loan losses:
Balance, beginning of year	11,856
Charge-offs	(536)
Recoveries	203
Provision (credit)	(1,600)
Balance, end of period	9,923	11,856
Allowance for loan losses:
Collectively evaluated for impairment				9,923
Total Allowance	11,856	11,856		9,923	11,856
Financing receivables:
Individually evaluated for impairment				4,608
Collectively evaluated for impairment				684,354
Loans acquired with deteriorated quality				5,284
Total Portfolio				694,246	496,313
Commercial | Small business leases
Allowance for loan losses:
Charge-offs	(292)
Recoveries	95
Provision (credit)	733
Balance, end of period	536
Allowance for loan losses:
Collectively evaluated for impairment				536
Total Allowance	536			536
Financing receivables:
Collectively evaluated for impairment				139,013
Total Portfolio				139,013
Commercial | Construction
Allowance for loan losses:
Balance, beginning of year	2,335	2,343	3,188
Recoveries	150	102	733
Provision (credit)	1,094	(110)	(1,578)
Balance, end of period	3,579	2,335	2,343
Allowance for loan losses:
Collectively evaluated for impairment				3,579	2,335	2,343
Total Allowance	2,335	2,343	3,188	3,579	2,335	2,343
Financing receivables:
Individually evaluated for impairment					41	1,419
Collectively evaluated for impairment				224,832	116,411	67,721
Total Portfolio				224,832	116,452	69,140
Residential
Financing receivables:
Total Portfolio				894,474	735,724
Residential | Real estate
Allowance for loan losses:
Balance, beginning of year	1,644	1,960	2,200
Charge-offs	(379)	(283)	(702)
Recoveries	1	16	88
Provision (credit)	227	(49)	374
Balance, end of period	1,493	1,644	1,960
Allowance for loan losses:
Collectively evaluated for impairment				1,493	1,644	1,960
Total Allowance	1,644	1,960	2,200	1,493	1,644	1,960
Financing receivables:
Individually evaluated for impairment				9,129	12,890	12,271
Collectively evaluated for impairment				884,916	722,834	655,797
Loans acquired with deteriorated quality				429
Total Portfolio				894,474	735,724	668,068
Consumer
Financing receivables:
Total Portfolio				669,607	621,871
Consumer | Home equity and lines of credit
Allowance for loan losses:
Balance, beginning of year	2,356	2,669	3,133
Charge-offs	(411)	(584)	(180)
Recoveries	273	173	198
Provision (credit)	(1,033)	98	(482)
Balance, end of period	1,185	2,356	2,669
Allowance for loan losses:
Collectively evaluated for impairment				1,185	2,356	2,669
Total Allowance	2,356	2,669	3,133	1,185	2,356	2,669
Financing receivables:
Individually evaluated for impairment				1,344	2,002	2,184
Collectively evaluated for impairment				247,193	229,806	224,871
Loans acquired with deteriorated quality				416
Total Portfolio				248,953	231,808	227,055
Consumer | Personal
Allowance for loan losses:
Balance, beginning of year	436	1,957	2,687
Charge-offs	(744)	(505)	(724)
Recoveries	270	153	103
Provision (credit)	410	(1,169)	(109)
Balance, end of period	372	436	1,957
Allowance for loan losses:
Collectively evaluated for impairment				372	436	1,957
Total Allowance	436	1,957	2,687	372	436	1,957
Financing receivables:
Individually evaluated for impairment				87	10	122
Collectively evaluated for impairment				21,634	20,630	28,546
Loans acquired with deteriorated quality				142
Total Portfolio				21,863	20,640	28,668
Consumer | Education
Allowance for loan losses:
Balance, beginning of year	125	285	306
Charge-offs	(148)	(120)	(99)
Provision (credit)	152	(40)	78
Balance, end of period	129	125	285
Allowance for loan losses:
Collectively evaluated for impairment				129	125	285
Total Allowance	125	285	306	129	125	285
Financing receivables:
Collectively evaluated for impairment				164,202	181,646	195,185
Total Portfolio				164,202	181,646	195,185
Consumer | Automobile
Allowance for loan losses:
Balance, beginning of year	4,108	4,610	2,195
Charge-offs	(2,170)	(1,774)	(1,682)
Recoveries	823	898	601
Provision (credit)	(112)	374	3,496
Balance, end of period	2,649	4,108	4,610
Allowance for loan losses:
Collectively evaluated for impairment				2,649	4,108	4,610
Total Allowance	$ 4,108	$ 4,610	$ 2,195	2,649	4,108	4,610
Financing receivables:
Collectively evaluated for impairment				234,589	187,777	181,793
Total Portfolio				$ 234,589	$ 187,777	$ 181,793

LOANS - Portfolio Amounts and P

LOANS - Portfolio Amounts and Percentages by Classification (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Amounts and percentage of portfolio
Amount of portfolio	$ 4,010,568	$ 2,941,446	$ 2,421,745
Commercial And Residential Loans
Amounts and percentage of portfolio
Amount of portfolio	$ 3,340,961	$ 2,319,575
Percentage of portfolio	100.00%	100.00%
Commercial
Amounts and percentage of portfolio
Amount of portfolio	$ 2,446,487	$ 1,583,851
Commercial | Real estate
Amounts and percentage of portfolio
Amount of portfolio	$ 1,388,396	$ 971,086	609,646
Percentage of portfolio	100.00%	100.00%
Commercial | Business loans
Amounts and percentage of portfolio
Amount of portfolio	$ 694,246	$ 496,313
Percentage of portfolio	100.00%
Commercial | Small business leases
Amounts and percentage of portfolio
Amount of portfolio	$ 139,013
Percentage of portfolio	100.00%
Commercial | Business loans (includes leases)
Amounts and percentage of portfolio
Amount of portfolio		$ 496,313	442,190
Percentage of portfolio		100.00%
Commercial | Construction
Amounts and percentage of portfolio
Amount of portfolio	$ 224,832	$ 116,452	69,140
Percentage of portfolio	100.00%	100.00%
Residential
Amounts and percentage of portfolio
Amount of portfolio	$ 894,474	$ 735,724
Residential | Real estate
Amounts and percentage of portfolio
Amount of portfolio	$ 894,474	$ 735,724	$ 668,068
Percentage of portfolio	100.00%	100.00%
Pass | Commercial And Residential Loans
Amounts and percentage of portfolio
Amount of portfolio	$ 3,292,849	$ 2,272,821
Percentage of portfolio	98.00%	98.00%
Pass | Commercial | Real estate
Amounts and percentage of portfolio
Amount of portfolio	$ 1,364,229	$ 953,761
Percentage of portfolio	98.00%	98.00%
Pass | Commercial | Business loans
Amounts and percentage of portfolio
Amount of portfolio	$ 673,565
Percentage of portfolio	97.00%
Pass | Commercial | Small business leases
Amounts and percentage of portfolio
Amount of portfolio	$ 139,013
Percentage of portfolio	100.00%
Pass | Commercial | Business loans (includes leases)
Amounts and percentage of portfolio
Amount of portfolio		$ 473,653
Percentage of portfolio		95.00%
Pass | Commercial | Construction
Amounts and percentage of portfolio
Amount of portfolio	$ 224,832	$ 116,411
Percentage of portfolio	100.00%	100.00%
Pass | Residential | Real estate
Amounts and percentage of portfolio
Amount of portfolio	$ 891,210	$ 728,996
Percentage of portfolio	99.00%	99.00%
Special Mention | Commercial And Residential Loans
Amounts and percentage of portfolio
Amount of portfolio	$ 14,914	$ 15,190
Percentage of portfolio		1.00%
Special Mention | Commercial | Real estate
Amounts and percentage of portfolio
Amount of portfolio	$ 9,189	$ 6,465
Percentage of portfolio	1.00%	1.00%
Special Mention | Commercial | Business loans
Amounts and percentage of portfolio
Amount of portfolio	$ 5,725
Percentage of portfolio	1.00%
Special Mention | Commercial | Business loans (includes leases)
Amounts and percentage of portfolio
Amount of portfolio		$ 8,725
Percentage of portfolio		2.00%
Substandard | Commercial And Residential Loans
Amounts and percentage of portfolio
Amount of portfolio	$ 33,198	$ 31,564
Percentage of portfolio	2.00%	1.00%
Substandard | Commercial | Real estate
Amounts and percentage of portfolio
Amount of portfolio	$ 14,978	$ 10,860
Percentage of portfolio	1.00%	1.00%
Substandard | Commercial | Business loans
Amounts and percentage of portfolio
Amount of portfolio	$ 14,956
Percentage of portfolio	2.00%
Substandard | Commercial | Business loans (includes leases)
Amounts and percentage of portfolio
Amount of portfolio		$ 13,935
Percentage of portfolio		3.00%
Substandard | Commercial | Construction
Amounts and percentage of portfolio
Amount of portfolio		$ 41
Substandard | Residential | Real estate
Amounts and percentage of portfolio
Amount of portfolio	$ 3,264	$ 6,728
Percentage of portfolio	1.00%	1.00%

LOANS - Consumer Loan Risk Prof

LOANS - Consumer Loan Risk Profile (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Amounts and percentage of portfolio
Amount of portfolio	$ 4,010,568	$ 2,941,446	$ 2,421,745
Consumer
Amounts and percentage of portfolio
Amount of portfolio	$ 669,607	$ 621,871
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	$ 248,953	$ 231,808	227,055
Percentage of portfolio	100.00%	100.00%
Consumer | Personal
Amounts and percentage of portfolio
Amount of portfolio	$ 21,863	$ 20,640	28,668
Percentage of portfolio	100.00%	100.00%
Consumer | Education
Amounts and percentage of portfolio
Amount of portfolio	$ 164,202	$ 181,646	195,185
Percentage of portfolio	100.00%	100.00%
Consumer | Automobile
Amounts and percentage of portfolio
Amount of portfolio	$ 234,589	$ 187,777	$ 181,793
Percentage of portfolio	100.00%	100.00%
Performing | Consumer
Amounts and percentage of portfolio
Amount of portfolio	$ 653,675	$ 597,336
Percentage of portfolio	98.00%	96.00%
Performing | Consumer | Home equity and lines of credit
Amounts and percentage of portfolio
Amount of portfolio	$ 247,944	$ 230,173
Percentage of portfolio	100.00%	99.00%
Performing | Consumer | Personal
Amounts and percentage of portfolio
Amount of portfolio	$ 21,783	$ 20,640
Percentage of portfolio	100.00%	100.00%
Performing | Consumer | Education
Amounts and percentage of portfolio
Amount of portfolio	$ 149,359	$ 158,746
Percentage of portfolio	91.00%	87.00%
Performing | Consumer | Automobile
Amounts and percentage of portfolio
Amount of portfolio	$ 234,589	$ 187,777
Percentage of portfolio	100.00%	100.00%
Nonperforming | Consumer
Amounts and percentage of portfolio
Amount of portfolio	$ 15,932	$ 24,535
Percentage of portfolio	2.00%	4.00%
Nonperforming | Consumer | Home equity and lines of credit
Amounts and percentage of portfolio
Amount of portfolio	$ 1,009	$ 1,635
Percentage of portfolio		1.00%
Nonperforming | Consumer | Personal
Amounts and percentage of portfolio
Amount of portfolio	80
Nonperforming | Consumer | Education
Amounts and percentage of portfolio
Amount of portfolio	$ 14,843	$ 22,900
Percentage of portfolio	9.00%	13.00%

LOANS - Loans Acquired with Det

LOANS - Loans Acquired with Deteriorated Credit Quality (Details) $ in Thousands	9 Months Ended
	Dec. 31, 2016USD ($)
Loans acquired disclosures
Outstanding principal balance	$ 16,651
Carrying amount	11,667
Changes in the accretable discount on loans acquired with deteriorated credit quality
Balance at the beginning of the period	1,235
Accretion	(463)
Balance at the end of the period	$ 772

LOANS - Loan Delinquencies and

LOANS - Loan Delinquencies and Non-accrual Loans (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Summary of Aged Analysis of Past Due and Non-accrual Loans
Threshold period past due upon which loans are put into non-accrual status	90 days
Loans past due	$ 51,019	$ 59,344
Past due, percentage	100.00%	100.00%
Current loans	$ 3,959,549	$ 2,882,102
Current loans, percentage	100.00%	100.00%
Total Portfolio	$ 4,010,568	$ 2,941,446	$ 2,421,745
Loans, percentage	100.00%	100.00%
Recorded Investment Greater Than 90 Days And Accruing	$ 14,843	$ 22,900
Non-Accruing	$ 12,069	$ 14,768
Non-Accruing, percentage	100.00%	100.00%
Loans acquired with deteriorated quality	$ 11,667
30-59 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 22,082	$ 18,819
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	$ 8,596	$ 11,549
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	$ 20,341	$ 28,976
Past due, percentage	100.00%	100.00%
Commercial
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 6,406	$ 1,518
Past due, percentage	13.00%	2.00%
Current loans	$ 2,440,081	$ 1,582,333
Current loans, percentage	62.00%	55.00%
Total Portfolio	$ 2,446,487	$ 1,583,851
Loans, percentage	61.00%	54.00%
Non-Accruing	$ 3,240	$ 3,448
Non-Accruing, percentage	27.00%	23.00%
Commercial | 30-59 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 2,907	$ 143
Past due, percentage	13.00%	1.00%
Commercial | 60-89 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 2,130	$ 803
Past due, percentage	25.00%	7.00%
Commercial | Greater than 90 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 1,369	$ 572
Past due, percentage	7.00%	2.00%
Commercial | Real estate
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 833	$ 800
Past due, percentage	2.00%	1.00%
Current loans	$ 1,387,563	$ 970,286
Current loans, percentage	36.00%	34.00%
Total Portfolio	$ 1,388,396	$ 971,086	609,646
Loans, percentage	35.00%	33.00%
Non-Accruing	$ 1,472	$ 2,029
Non-Accruing, percentage	12.00%	14.00%
Loans acquired with deteriorated quality	$ 5,396
Commercial | Real estate | 30-59 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 252
Past due, percentage	1.00%
Commercial | Real estate | 60-89 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 338	$ 800
Past due, percentage	4.00%	7.00%
Commercial | Real estate | Greater than 90 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 243
Past due, percentage	1.00%
Commercial | Business loans (includes leases)
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due		$ 677
Past due, percentage		1.00%
Current loans		$ 495,636
Current loans, percentage		17.00%
Total Portfolio		$ 496,313	442,190
Loans, percentage		17.00%
Non-Accruing		$ 1,378
Non-Accruing, percentage		9.00%
Commercial | Business loans (includes leases) | 30-59 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due		$ 143
Past due, percentage		1.00%
Commercial | Business loans (includes leases) | 60-89 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due		$ 3
Commercial | Business loans (includes leases) | Greater than 90 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due		$ 531
Past due, percentage		2.00%
Commercial | Business loans
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 2,976
Past due, percentage	6.00%
Current loans	$ 691,270
Current loans, percentage	17.00%
Total Portfolio	$ 694,246	$ 496,313
Loans, percentage	17.00%
Non-Accruing	$ 1,768
Non-Accruing, percentage	15.00%
Loans acquired with deteriorated quality	$ 5,284
Commercial | Business loans | 30-59 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 853
Past due, percentage	4.00%
Commercial | Business loans | 60-89 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 997
Past due, percentage	12.00%
Commercial | Business loans | Greater than 90 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 1,126
Past due, percentage	6.00%
Commercial | Small business leases
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 2,597
Past due, percentage	5.00%
Current loans	$ 136,416
Current loans, percentage	3.00%
Total Portfolio	$ 139,013
Loans, percentage	3.00%
Commercial | Small business leases | 30-59 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 1,802
Past due, percentage	8.00%
Commercial | Small business leases | 60-89 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 795
Past due, percentage	9.00%
Commercial | Construction
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due		41
Current loans	$ 224,832	$ 116,411
Current loans, percentage	6.00%	4.00%
Total Portfolio	$ 224,832	$ 116,452	69,140
Loans, percentage	6.00%	4.00%
Non-Accruing		$ 41
Commercial | Construction | Greater than 90 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due		41
Residential
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 6,413	$ 5,980
Past due, percentage	12.00%	10.00%
Current loans	$ 888,061	$ 729,744
Current loans, percentage	22.00%	25.00%
Total Portfolio	$ 894,474	$ 735,724
Loans, percentage	22.00%	25.00%
Non-Accruing	$ 7,740	$ 9,685
Non-Accruing, percentage	64.00%	65.00%
Residential | 30-59 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 2,252	$ 1,075
Past due, percentage	10.00%	8.00%
Residential | 60-89 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 466	$ 338
Past due, percentage	5.00%	3.00%
Residential | Greater than 90 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 3,695	$ 4,567
Past due, percentage	18.00%	16.00%
Residential | Real estate
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 6,413	$ 5,980
Past due, percentage	12.00%	10.00%
Current loans	$ 888,061	$ 729,744
Current loans, percentage	22.00%	25.00%
Total Portfolio	$ 894,474	$ 735,724	668,068
Loans, percentage	22.00%	25.00%
Non-Accruing	$ 7,740	$ 9,685
Non-Accruing, percentage	64.00%	65.00%
Loans acquired with deteriorated quality	$ 429
Residential | Real estate | 30-59 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 2,252	$ 1,075
Past due, percentage	10.00%	8.00%
Residential | Real estate | 60-89 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 466	$ 338
Past due, percentage	5.00%	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	$ 3,695	$ 4,567
Past due, percentage	18.00%	16.00%
Consumer
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 38,200	$ 51,846
Past due, percentage	75.00%	88.00%
Current loans	$ 631,407	$ 570,025
Current loans, percentage	16.00%	20.00%
Total Portfolio	$ 669,607	$ 621,871
Loans, percentage	17.00%	21.00%
Recorded Investment Greater Than 90 Days And Accruing	$ 14,843	$ 22,900
Non-Accruing	$ 1,089	$ 1,635
Non-Accruing, percentage	9.00%	12.00%
Consumer | 30-59 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 16,923	$ 17,601
Past due, percentage	77.00%	91.00%
Consumer | 60-89 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 6,000	$ 10,408
Past due, percentage	70.00%	90.00%
Consumer | Greater than 90 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 15,277	$ 23,837
Past due, percentage	75.00%	82.00%
Consumer | Home equity and lines of credit
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 2,014	$ 1,840
Past due, percentage	4.00%	3.00%
Current loans	$ 246,939	$ 229,968
Current loans, percentage	6.00%	8.00%
Total Portfolio	$ 248,953	$ 231,808	227,055
Loans, percentage	6.00%	8.00%
Non-Accruing	$ 1,009	$ 1,635
Non-Accruing, percentage	8.00%	12.00%
Loans acquired with deteriorated quality	$ 416
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	$ 1,103	$ 762
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	$ 502	$ 141
Past due, percentage	6.00%	1.00%
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	$ 409	$ 937
Past due, percentage	2.00%	3.00%
Consumer | Personal
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 646	$ 220
Past due, percentage	1.00%
Current loans	$ 21,217	$ 20,420
Current loans, percentage	1.00%	1.00%
Total Portfolio	$ 21,863	$ 20,640	28,668
Loans, percentage	1.00%	1.00%
Non-Accruing	$ 80
Non-Accruing, percentage	1.00%
Loans acquired with deteriorated quality	$ 142
Consumer | Personal | 30-59 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 456	$ 209
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	$ 165	$ 11
Past due, percentage	2.00%
Consumer | Personal | Greater than 90 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 25
Consumer | Education
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 30,501	$ 46,363
Past due, percentage	60.00%	79.00%
Current loans	$ 133,701	$ 135,283
Current loans, percentage	3.00%	5.00%
Total Portfolio	$ 164,202	$ 181,646	195,185
Loans, percentage	4.00%	6.00%
Recorded Investment Greater Than 90 Days And Accruing	$ 14,843	$ 22,900
Consumer | Education | 30-59 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 10,974	$ 13,536
Past due, percentage	50.00%	70.00%
Consumer | Education | 60-89 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 4,684	$ 9,927
Past due, percentage	54.00%	86.00%
Consumer | Education | Greater than 90 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 14,843	$ 22,900
Past due, percentage	73.00%	79.00%
Consumer | Automobile
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 5,039	$ 3,423
Past due, percentage	10.00%	6.00%
Current loans	$ 229,550	$ 184,354
Current loans, percentage	6.00%	6.00%
Total Portfolio	$ 234,589	$ 187,777	$ 181,793
Loans, percentage	6.00%	6.00%
Consumer | Automobile | 30-59 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 4,390	$ 3,094
Past due, percentage	20.00%	16.00%
Consumer | Automobile | 60-89 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 649	$ 329
Past due, percentage	8.00%	3.00%

LOANS - Troubled Debt Restructu

LOANS - Troubled Debt Restructured Loans by Classification (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2016USD ($)item	Dec. 31, 2015USD ($)item	Dec. 31, 2014USD ($)item
Summary of loans whose terms were modified in a manner that met the definition of a TDR
Number of accruing TDRs modified during the period | item	3	1	4
Value of accruing TDRs modified during the period | $	$ 1,900	$ 150	$ 2,500
Number of TDR loans at period end | item	10	7	9
Outstanding principal balance of TDR loans at period end | $	$ 3,006	$ 881	$ 3,742
Minimum
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
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 | item	6		4
Outstanding principal balance of TDR loans at period end | $	$ 2,709		$ 3,215
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 | item	3		2
Outstanding principal balance of TDR loans at period end | $	$ 770		$ 755
Commercial | Business loans (includes leases)
Summary of loans whose terms were modified in a manner that met the definition of a TDR
Number of TDR loans at period end | item	3		1
Outstanding principal balance of TDR loans at period end | $	$ 1,939		$ 1,500
Commercial | Construction
Summary of loans whose terms were modified in a manner that met the definition of a TDR
Number of TDR loans at period end | item			1
Outstanding principal balance of TDR loans at period end | $			$ 960
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 | item	4	6	2
Outstanding principal balance of TDR loans at period end | $	$ 297	$ 679	$ 228
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 | item	4	6	2
Outstanding principal balance of TDR loans at period end | $	$ 297	$ 679	$ 228
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 | item		1	3
Outstanding principal balance of TDR loans at period end | $		$ 202	$ 299
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 | item		1	2
Outstanding principal balance of TDR loans at period end | $		$ 202	$ 287
Consumer | Personal
Summary of loans whose terms were modified in a manner that met the definition of a TDR
Number of TDR loans at period end | item			1
Outstanding principal balance of TDR loans at period end | $			$ 12

LOANS - Summary of Troubled Deb

LOANS - Summary of Troubled Debt Restructured Loans (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2016USD ($)item	Dec. 31, 2015USD ($)item	Dec. 31, 2014USD ($)item
Summary of troubled debt restructured loans
Number of loans modified | item	6	4	5
Loans modified during the period in a manner that met the definition of a TDR | $	$ 2,709	$ 477	$ 2,945
No. of Loans immediately before modification | item	6	4	5
Outstanding principal balance immediately before modification | $	$ 2,709	$ 498	$ 4,390
No. of Loans immediately after modification | item	6	4	5
Outstanding principal balance immediately after modification | $	$ 2,709	$ 477	$ 2,945
Aggregate number of loans charge-off recognized on TDRs outstanding at period end since origination | item		3	5
Aggregate principal charge-off recognized on TDRs outstanding at period end since origination | $		$ 117	$ 2,119
Number of TDR loans at period end | item	10	7	9
Outstanding principal balance of TDR loans at period end | $	$ 3,006	$ 881	$ 3,742
Number of loans that re-defaulted subsequent to being modified (in the past twelve months) | item	1		1
TDRs that re-defaulted subsequent to being modified (in the past twelve months) | $	$ 43		$ 475
Deferral of principal amounts due
Summary of troubled debt restructured loans
Number of loans modified | item	6	3	4
Outstanding principal balance of loans modified | $	$ 2,709	$ 279	$ 1,445
Temporary reduction in interest rate
Summary of troubled debt restructured loans
Number of loans modified | item		1	1
Outstanding principal balance of loans modified | $		$ 198	$ 1,500

LOANS - Impaired Loans (Details

LOANS - Impaired Loans (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Components of Impaired Loans
Recorded investment	$ 14,010	$ 14,917	$ 17,125
Unpaid principal balance	15,046	15,768	19,949
Average recorded investment	14,778	13,945	32,624
Interest income recognized	94	8	175
Value of impaired loans that were accruing TDRs that were modified and are performing in accordance with modified terms	1,900	150	2,500
Interest income recorded on accruing TDR's		8
Interest income recognizable as per original terms	817	820
Small business leases
Components of Impaired Loans
Average recorded investment	12
Commercial
Components of Impaired Loans
Recorded investment	5,181	3,448	6,338
Unpaid principal balance	5,244	3,448	8,390
Average recorded investment	4,250	3,706	21,318
Interest income recognized	94		173
Commercial | Real estate
Components of Impaired Loans
Recorded investment	1,472	2,029	1,721
Unpaid principal balance	1,472	2,029	2,337
Average recorded investment	2,191	1,654	10,858
Commercial | Business loans (includes leases)
Components of Impaired Loans
Recorded investment		1,378	3,255
Unpaid principal balance		1,378	4,691
Average recorded investment		1,707	9,061
Interest income recognized			132
Commercial | Business loans
Components of Impaired Loans
Recorded investment	3,709
Unpaid principal balance	3,772
Average recorded investment	2,047
Interest income recognized	94
Commercial | Construction
Components of Impaired Loans
Recorded investment		41	1,362
Unpaid principal balance		41	1,362
Average recorded investment		345	1,399
Interest income recognized			41
Residential
Components of Impaired Loans
Recorded investment	7,740	9,834	8,768
Unpaid principal balance	8,672	10,675	9,513
Average recorded investment	8,882	8,513	9,712
Interest income recognized		8
Residential | Real estate
Components of Impaired Loans
Recorded investment	7,740	9,834	8,768
Unpaid principal balance	8,672	10,675	9,513
Average recorded investment	8,882	8,513	9,712
Interest income recognized		8
Consumer
Components of Impaired Loans
Recorded investment	1,089	1,635	2,019
Unpaid principal balance	1,130	1,645	2,046
Average recorded investment	1,646	1,726	1,594
Interest income recognized			2
Consumer | Home equity and lines of credit
Components of Impaired Loans
Recorded investment	1,009	1,635	1,908
Unpaid principal balance	1,050	1,645	1,935
Average recorded investment	1,460	1,711	1,335
Interest income recognized			2
Consumer | Personal
Components of Impaired Loans
Recorded investment	80		111
Unpaid principal balance	80		111
Average recorded investment	178	12	108
Consumer | Education
Components of Impaired Loans
Average recorded investment	5
Consumer | Automobile
Components of Impaired Loans
Average recorded investment	$ 3	$ 3	$ 151

ACCRUED INTEREST RECEIVABLE (De

ACCRUED INTEREST RECEIVABLE (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
ACCRUED INTEREST RECEIVABLE
Total accrued interest receivable	$ 16,635	$ 14,298
Total accrued interest receivable (as a percent)	100.00%	100.00%
Interest-bearing deposits
ACCRUED INTEREST RECEIVABLE
Total accrued interest receivable	$ 50	$ 22
Total accrued interest receivable (as a percent)	0.30%	0.20%
Investment securities
ACCRUED INTEREST RECEIVABLE
Total accrued interest receivable	$ 2,521	$ 3,133
Total accrued interest receivable (as a percent)	15.20%	21.90%
Loans
ACCRUED INTEREST RECEIVABLE
Total accrued interest receivable	$ 14,064	$ 11,143
Total accrued interest receivable (as a percent)	84.50%	77.90%

BANK PREMISES AND EQUIPMENT (De

BANK PREMISES AND EQUIPMENT (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Premises and equipment
Total, gross	$ 112,372	$ 106,312
Accumulated depreciation and amortization	(36,928)	(33,099)
Total, net	75,444	73,213
Depreciation and amortization expense	6,482	6,079	$ 5,946
Land
Premises and equipment
Total, gross	19,703	18,517
Building
Premises and equipment
Total, gross	55,147	50,430
Furniture, fixtures and equipment
Premises and equipment
Total, gross	20,742	20,910
Leasehold improvements
Premises and equipment
Total, gross	16,355	15,223
Construction in progress
Premises and equipment
Total, gross	$ 425	$ 1,232

GOODWILL AND OTHER INTANGIBLE96

GOODWILL AND OTHER INTANGIBLES - Goodwill (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Apr. 14, 2016	Dec. 31, 2016
Summary of goodwill
Balance at the beginning of the period			$ 121,973
Goodwill acquired			47,152
Balance at the end of the period	$ 169,125		169,125
Conestoga Bank
Summary of goodwill
Goodwill acquired	$ 47,152	$ 47,152	47,200
Beneficial Insurance Services, LLC
Additional disclosures
Impairment			$ 0

GOODWILL AND OTHER INTANGIBLE97

GOODWILL AND OTHER INTANGIBLES - Intangible Assets and Amortization Expense (Details) $ in Thousands	Aug. 03, 2015USD ($)	Dec. 31, 2016USD ($)	Dec. 31, 2015USD ($)	Dec. 31, 2016USD ($)	Apr. 14, 2016	Dec. 31, 2015USD ($)
Summary of intangible assets
Balance at the beginning of the period		$ 4,389
Amortization		(2,200)	$ (1,900)
Balance at the end of the period		4,446	4,389
Summary of amortizing intangible assets
Gross				$ 36,556		$ 34,309
Accumulated Amortization				(32,110)		(29,920)
Net		$ 4,389	4,389	4,446		4,389
Expected amortization expense
2,017				1,563
2,018				796
2,019				728
2,020				655
2,021				232
2022 and thereafter				472
Core deposits
Goodwill and Other Intangibles
Estimated useful life		10 years
Summary of intangible assets
Balance at the beginning of the period		$ 2,423	3,922
Additions		2,247
Amortization		(1,787)	(1,499)
Balance at the end of the period		2,883	2,423
Summary of amortizing intangible assets
Gross				26,170		23,923
Accumulated Amortization				(23,287)		(21,500)
Net		$ 2,423	3,922	$ 2,883		2,423
Core deposits | Conestoga Bank
Goodwill and Other Intangibles
Intangible value assumption, percent of deposits				0.65	0.65
Estimated useful life		10 years
Summary of intangible assets
Additions		$ 2,200
Amortization		(289)
Customer relationships intangible
Summary of intangible assets
Balance at the beginning of the period		1,966	2,214
Additions			135
Amortization		(403)	(383)
Balance at the end of the period		1,563	1,966
Summary of amortizing intangible assets
Net		1,966	2,214	$ 1,563		1,966
Customer relationships
Summary of intangible assets
Balance at the beginning of the period		1,966
Balance at the end of the period		1,563	1,966
Summary of amortizing intangible assets
Gross				10,386		10,386
Accumulated Amortization				(8,823)		(8,420)
Net		$ 1,966	$ 1,966	$ 1,563		$ 1,966
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 | Pye Karr Ambler and Co., Inc. | Beneficial Insurance Services, LLC
Goodwill and Other Intangibles
Estimated useful life	4 years
Summary of intangible assets
Additions	$ 135

OTHER ASSETS - Summary of Other

OTHER ASSETS - Summary of Other Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Apr. 14, 2016	Dec. 31, 2015
OTHER ASSETS:
Investments in affordable housing and other partnerships	$ 5,575		$ 9,317
Prepaid assets	2,493		2,120
Net deferred tax assets	44,789		37,778
Other real estate	821		1,276
Fixed assets held for sale	744		744
Servicing rights	2,169		1,349
All other assets	6,031		5,287
Total other assets	62,622		$ 57,871
Conestoga Bank
Other assets disclosures
Deferred tax asset	$ 12,500	$ 12,536

DEPOSITS - Deposits by Major Cl

DEPOSITS - Deposits by Major Classification (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Apr. 14, 2016	Dec. 31, 2015
Deposit liabilities disclosures
Non-interest bearing deposits	$ 518,294		$ 409,232
Interest-earning checking accounts	930,227		757,719
Municipal checking accounts	125,063		132,642
Money market accounts	444,226		389,403
Savings accounts	1,265,864		1,132,842
Certificates of deposit	874,514		630,085
Total deposits	$ 4,158,188		$ 3,451,923
Non-interest bearing deposits, percentage	12.50%		11.80%
Interest-earning checking accounts, percentage	22.40%		22.00%
Municipal checking accounts, percentage	3.00%		3.80%
Money market accounts, percentage	10.70%		11.30%
Savings accounts, percentage	30.40%		32.80%
Certificates of deposit, percentage	21.00%		18.30%
Total deposits, percentage	100.00%		100.00%
Conestoga Bank
Deposit liabilities disclosures
Acquired deposits		$ 588,386

DEPOSITS - Deposits by Maturity

DEPOSITS - Deposits by Maturity (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
DEPOSITS
2,017	$ 456,829
2,018	159,926
2,019	86,421
2,020	108,126
2,021	63,120
2022 and thereafter	92
Aggregate certificates of deposit accounts in denominations of $100 thousand dollars or more	176,000	$ 122,600	$ 133,300
FDIC deposit insurance per account owner	$ 250

BORROWED FUNDS - Summary of Bor

BORROWED FUNDS - Summary of Borrowings (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Summary of borrowed funds
FHLB advances	$ 465,000	$ 165,000
Statutory trust debenture	25,423	25,405
Total borrowings	$ 490,423	$ 190,405

BORROWED FUNDS - Summary of FHL

BORROWED FUNDS - Summary of FHLB Advances and Repurchase Agreements (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Advances from the FHLB that bear fixed interest rates with remaining periods until maturity
Due in one year or less	$ 75,000	$ 70,000
Due after one year through five years	390,000	95,000
Total FHLB advances	$ 465,000	$ 165,000

BORROWED FUNDS - FHLB Advances

BORROWED FUNDS - FHLB Advances (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2016USD ($)agreementitem	Dec. 31, 2015USD ($)
FHLB Advances disclosures
FHLB advances, convertible	$ 20,000
FHLB advances, convertible (as a percent)	4.30%
Federal Home Loan Bank stock	$ 21,231	$ 8,786
FHLB advances
FHLB Advances disclosures
Number of regional Federal Home Loan Banks | item	11
The Bank | FHLB Pittsburgh
FHLB Advances disclosures
Number of future borrowing agreements | agreement	2
The Bank | FHLB Pittsburgh | FHLB advances
FHLB Advances disclosures
Maximum borrowing capacity of FHLB advances	$ 1,800,000
Outstanding borrowings of FHLB advances	465,000
Future dated advances	125,000
Remaining borrowing capacity of FHLB advances	1,200,000
Federal Home Loan Bank stock	21,200
The Bank | FHLB Pittsburgh | FHLB advances | Future borrowing arrangement from February 2017 through February 2021
FHLB Advances disclosures
Outstanding borrowings of FHLB advances	50,000
The Bank | FHLB Pittsburgh | FHLB advances | Future borrowing arrangement from March 2017 through March 2020
FHLB Advances disclosures
Outstanding borrowings of FHLB advances	$ 75,000

BORROWED FUNDS - Weighted Avera

BORROWED FUNDS - Weighted Average Interest Rates (Details)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
FHLB advances
Borrowed funds
Federal Home Loan Bank advances, weighted average interest rate for the year (as a percent)	2.04%	2.76%
Federal Home Loan Bank overnight borrowings
Borrowed funds
Weighted average interest rate for the year (as a percent)	0.62%	0.35%
Federal Reserve Bank borrowings | Federal Reserve Bank Of Philadelphia
Borrowed funds
Weighted average interest rate for the year (as a percent)	1.01%	0.75%
Statutory Trust Debenture | FMS Statutory Trust II
Borrowed funds
Weighted average interest rate for the year (as a percent)	2.40%	2.00%
Other debt securities
Borrowed funds
Weighted average interest rate for the year (as a percent)	0.79%	0.60%

BORROWED FUNDS - Loans Pledged

BORROWED FUNDS - Loans Pledged as Collateral (Details) - USD ($) $ in Millions	Dec. 31, 2016	Dec. 31, 2015
Borrowed funds
Maximum borrowing capacity from Federal Reserve Bank (FRB)	$ 192.6
Federal Reserve Bank borrowings
Borrowed funds
Outstanding borrowing	0	$ 0
Federal Reserve Bank borrowings | Federal Reserve Bank Of Philadelphia
Borrowed funds
Loans pledged to secure borrowing capacity	$ 265.6	$ 235.8

BORROWED FUNDS - Statutory Trus

BORROWED FUNDS - Statutory Trust Debenture (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Jul. 13, 2007
FMS Statutory Trust II
Borrowed funds
Floating rate capital securities issued by a trust to the Company	$ 25,800
Common stock issued by a trust to the Company	759
Repurchase Agreements
Borrowed funds
Outstanding repurchase agreements	0	$ 0
Statutory Trust Debenture | FMS Statutory Trust II
Borrowed funds
Debt, before amortization	$ 25,800
Fair value of debt			$ 25,300
Interest rate at end of period (as a percent)	2.54%
Variable rate basis	3 Month LIBOR
Margin (as a percent)	1.58%

REGULATORY CAPITAL REQUIREME107

REGULATORY CAPITAL REQUIREMENTS - Summary of Requirements (Details)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Summary of regulatory capital requirements and ratios
Tier 1 Leverage ratio (as a percent)	16.15%	22.38%
Common Equity Tier 1 Capital (to risk weighted assets), ratio (as a percent)	21.45%	33.36%
Tier 1 Capital (to risk weighted assets), ratio (as a percent)	22.06%	34.13%
Total Capital (to risk weighted assets), ratio (as a percent)	23.14%	35.38%
Federal Deposit Corporation And Federal Reserve Board
Summary of regulatory capital requirements and ratios
Common Equity 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
Tier 1 Leverage ratio (as a percent)	4.00%
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%
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 REQUIREME108

REGULATORY CAPITAL REQUIREMENTS - Summary of Compliance (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Tier 1 Leverage
Tier 1 Leverage, actual, capital amount	$ 891,129	$ 1,036,850
Tier 1 Leverage (to average assets), actual, ratio (as a percent)	16.15%	22.38%
Tier 1 Leverage, for capital adequacy purposes, capital amount	$ 220,715	$ 185,332
Tier 1 Leverage (to average assets), for capital adequacy purposes, ratio (as a percent)	4.00%	4.00%
Tier 1 Leverage, to be well capitalized under prompt corrective action provisions, capital amount	$ 275,893	$ 231,665
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	$ 866,540	$ 1,013,680
Common Equity Tier 1 Capital (to risk weighted assets), ratio (as a percent)	21.45%	33.36%
Common Equity Tier 1 Capital, for capital adequacy, capital amount	$ 181,769	$ 136,722
Common Equity Tier 1 Capital (to risk weighted assets, for capital adequacy purposes, ratio (as a percent)	4.50%	4.50%
Common Equity Tier 1 Capital, to be well capitalized under prompt corrective action provisions, capital amount	$ 262,555	$ 197,487
Common Equity Tier 1 Capital (to risk weighted assets), to be well capitalized under prompt corrective action, ratio (as a percent)	6.50%	6.50%
Tier 1 Capital
Tier 1 Capital, actual, capital amount	$ 891,129	$ 1,036,850
Tier 1 Capital (to risk weighted assets), actual, ratio (as a percent)	22.06%	34.13%
Tier 1 Capital, for capital adequacy purposes, capital amount	$ 242,359	$ 182,296
Tier 1 Capital (to risk weighted assets), for capital adequacy purposes, ratio (as a percent)	6.00%	6.00%
Tier 1 Capital, to be well capitalized under prompt corrective action provisions, capital amount	$ 323,145	$ 243,061
Tier 1 Capital (to risk weighted assets), to be well capitalized under prompt corrective action provisions, ratio (as a percent)	8.00%	8.00%
Total Capital
Total Capital, actual, capital amount	$ 934,624	$ 1,074,952
Total Capital (to risk weighted assets), actual, ratio (as a percent)	23.14%	35.38%
Total Capital, for capital adequacy purposes, capital amount	$ 323,145	$ 243,061
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	$ 403,931	$ 303,826
Total Capital (to risk weighted assets), to be well capitalized under prompt corrective action provisions, ratio (as a percent)	10.00%	10.00%
The Bank
Tier 1 Leverage
Tier 1 Leverage, actual, capital amount	$ 814,038	$ 780,713
Tier 1 Leverage (to average assets), actual, ratio (as a percent)	14.76%	16.86%
Tier 1 Leverage, for capital adequacy purposes, capital amount	$ 220,639	$ 185,183
Tier 1 Leverage (to average assets), for capital adequacy purposes, ratio (as a percent)	4.00%	4.00%
Tier 1 Leverage, to be well capitalized under prompt corrective action provisions, capital amount	$ 275,799	$ 231,479
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	$ 814,038	$ 780,713
Common Equity Tier 1 Capital (to risk weighted assets), ratio (as a percent)	20.17%	25.74%
Common Equity Tier 1 Capital, for capital adequacy, capital amount	$ 181,615	$ 136,514
Common Equity Tier 1 Capital (to risk weighted assets, for capital adequacy purposes, ratio (as a percent)	4.50%	4.50%
Common Equity Tier 1 Capital, to be well capitalized under prompt corrective action provisions, capital amount	$ 262,333	$ 197,187
Common Equity Tier 1 Capital (to risk weighted assets), to be well capitalized under prompt corrective action, ratio (as a percent)	6.50%	6.50%
Tier 1 Capital
Tier 1 Capital, actual, capital amount	$ 814,038	$ 818,758
Tier 1 Capital (to risk weighted assets), actual, ratio (as a percent)	20.17%	25.74%
Tier 1 Capital, for capital adequacy purposes, capital amount	$ 242,154	$ 182,018
Tier 1 Capital (to risk weighted assets), for capital adequacy purposes, ratio (as a percent)	6.00%	6.00%
Tier 1 Capital, to be well capitalized under prompt corrective action provisions, capital amount	$ 322,872	$ 242,691
Tier 1 Capital (to risk weighted assets), to be well capitalized under prompt corrective action provisions, ratio (as a percent)	8.00%	8.00%
Total Capital
Total Capital, actual, capital amount	$ 857,533	$ 780,713
Total Capital (to risk weighted assets), actual, ratio (as a percent)	21.25%	26.99%
Total Capital, for capital adequacy purposes, capital amount	$ 322,872	$ 242,691
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	$ 403,590	$ 303,364
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 - Components of Pr

INCOME TAXES - Components of Provision for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Components of provision for income taxes
Current federal taxes	$ 6,033	$ 3,271	$ (128)
Current state and local taxes	1,547	1,270	537
Deferred federal and state taxes	6,064	6,184	5,314
Total	$ 13,644	$ 10,725	$ 5,723

INCOME TAXES - Effective Income

INCOME TAXES - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Effective income tax rate reconciliation, amount
Tax at statutory rate	$ 13,689	$ 11,766	$ 8,315
Change in taxes due to Tax-exempt income	(971)	(1,015)	(1,362)
Change in taxes due to State and local income taxes	1,446	1,094	799
Change in taxes due to Employee benefit programs	(17)	(360)	(477)
Change in taxes due to Federal income tax credits	(994)	(1,000)	(1,349)
Change in taxes due to Valuation allowances - charitable contributions			(269)
Change in taxes due to Valuation allowances - state and local income taxes/OTTI	(692)	(102)	58
Section 162(m): Limit on Compensation	664
Other	519	342	8
Total	$ 13,644	$ 10,725	$ 5,723
Effective income tax rate reconciliation, percent
Tax at statutory rate (as a percent)	35.00%	35.00%	35.00%
Change in tax rate due to Tax-exempt income (as a percent)	(2.48%)	(3.02%)	(5.73%)
Change in tax rate due to State and local income taxes (as a percent)	3.70%	3.25%	3.36%
Change in tax rate due to Employee benefit programs (as a percent)	(0.04%)	(1.07%)	(2.01%)
Change in tax rate due to Federal income tax credits (as a percent)	(2.54%)	(2.97%)	(5.68%)
Change in tax rate due to Valuation allowances (reversals) - charitable contributions (as a percent)			(1.13%)
Valuation allowances - state and local income taxes/OTTI (as a percent)	(1.77%)	(0.30%)	0.24%
Section 162(m): Limit on Compensation (as a percent)	1.70%
Other (as a percent)	1.31%	1.01%	0.04%
Total (as a percent)	34.88%	31.90%	24.09%

INCOME TAXES - Deferred Tax (De

INCOME TAXES - Deferred Tax (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Deferred tax assets:
Reserve for bad debts	$ 15,818	$ 16,638
Pension and postretirement liabilities (ASC 715)	13,402	13,603
Federal income tax credits	2,085	3,879
Deferred compensation	8,995	6,969
State net operating loss carryover/state credits	426	964
Purchase accounting adjustments	9,561	1,568
Lease accounting	1,175	1,017
OREO	161	633
Available-for-sale securities	427
Accrued expenses and other	3,744	3,740
Deferred tax assets, gross	55,794	49,011
Less: Valuation Allowance	(426)	(1,118)
Total	55,368	47,893
Deferred tax liabilities:
Available-for-sale securities		313
Pension and postretirement benefits	5,278	5,168
Intangibles	1,961	1,909
Premises and equipment	257	413
Prepaid expenses and deferred loan costs	2,293	1,821
Mortgage servicing rights and other	790	491
Total deferred tax liabilities	10,579	10,115
Net deferred tax assets	$ 44,789	$ 37,778

INCOME TAXES - Operating Loss a

INCOME TAXES - Operating Loss and Tax Credit Carryforwards (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Apr. 14, 2016
Operating loss and tax credit carryforwards
Net deferred tax assets recorded as adjustments to other comprehensive income tax accounts	$ 539
Net deferred tax liabilities recorded as adjustments to other comprehensive income tax accounts		$ 318
Uncertain tax liability for uncertain tax positions	$ 0	$ 0
Tax at statutory rate (as a percent)	35.00%	35.00%	35.00%
Interest and penalties incurred related to unrecognized tax positions	$ 0	$ 0
Unrecognized Deferred Income Taxes	2,300	$ 2,300
Alternative minimum tax credit
Operating loss and tax credit carryforwards
Tax credits carryover	2,100
Conestoga Bank
Operating loss and tax credit carryforwards
Deferred tax asset	$ 12,500			$ 12,536
Beneficial Bancorp, Inc. | Maximum
Operating loss and tax credit carryforwards
Tax at statutory rate (as a percent)	35.00%
State and local
Operating loss and tax credit carryforwards
Net operating loss carryovers	$ 18,400
Deferred tax assets	426
Valuation allowance	426
Federal
Operating loss and tax credit carryforwards
Valuation allowance	$ 0

INCOME TAXES - Valuation Allowa

INCOME TAXES - Valuation Allowance (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Income taxes
Valuation allowance	$ 426	$ 1,118
Deferred Tax Assets Related To Write Down Of Equity Securities
Income taxes
Valuation allowance		$ 154

PENSION AND OTHER POSTRETIRE114

PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS - Summary of Benefit Obligation and Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2016	Dec. 31, 2015
Pension and postretirement benefit plans
Reduction in net periodic benefit cost				$ 656
Change in Assets
Fair value of assets at beginning of year	$ 88,040
Fair value of assets at end of year	91,666	$ 88,040
Reconciliation of funded status of defined benefit plan
Fair value of plan assets	88,040	88,040		91,666	$ 88,040
Pension Benefits
Change in Benefit Obligation
Increase in pension plan projected benefit obligation			$ 5,700
Benefit obligation at beginning of year	94,277	100,747
Business combination	1,291
Interest cost	3,416	3,835	3,820
Actuarial loss/(gain)	1,588	(6,656)
Benefits paid	(3,915)	(3,649)
Benefit obligation at end of year	96,657	94,277	100,747
Change in Assets
Fair value of assets at beginning of year	88,040	93,337
Business combination	957
Actual gain/(loss) return on assets	6,828	(1,457)
Employer contribution	351	351
Expense	(595)	(542)
Benefits paid	(3,915)	(3,649)
Fair value of assets at end of year	91,666	88,040	93,337
Reconciliation of funded status of defined benefit plan
Projected benefit obligation	94,277	100,747	100,747	96,657	94,277
Fair value of plan assets	88,040	93,337	93,337	91,666	88,040
Accrued pension cost				4,991	6,237
Amounts recognized in accumulated other comprehensive income
Net loss				34,338	35,085
Other Postretirement Benefits
Change in Benefit Obligation
Benefit obligation at beginning of year	21,419	23,851
Service cost	128	154	129
Interest cost	726	827	892
Participants' contributions	78	80
Actuarial loss/(gain)	1,377	(2,175)
Benefits paid	(1,391)	(1,318)
Benefit obligation at end of year	22,337	21,419	23,851
Change in Assets
Employer contribution	1,313	1,238
Participants' contributions	78	80
Benefits paid	(1,391)	(1,318)
Reconciliation of funded status of defined benefit plan
Projected benefit obligation	$ 21,419	$ 23,851	$ 23,851	22,337	21,419
Accrued pension cost				22,337	21,419
Amounts recognized in accumulated other comprehensive income
Net loss				5,180	3,965
Prior service cost				(1,044)	$ (1,530)
Conestoga Bank
Pension and postretirement benefit plans
Acquired pension liability at fair value				$ 280

PENSION AND OTHER POSTRETIRE115

PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS - Assumptions and Components (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Pension Benefits
Components of net pension cost
Interest cost	$ 3,416	$ 3,835	$ 3,820
Expected return on assets	(6,284)	(6,632)	(6,056)
Recognized net actuarial loss	2,382	2,346	1,342
Net periodic pension (benefit) cost	(486)	$ (451)	$ (894)
Amounts that will be amortized from accumulated other comprehensive income (loss) in next fiscal year
Estimated net loss	2,500
Estimated transition	0
Estimated future benefit payments for all pension and postretirement plans
2,017	3,987
2,018	4,095
2,019	4,215
2,020	4,359
2,021	4,491
2022-2026	$ 24,694
Pension Benefits | Consolidated Plans
Significant assumptions used to calculate the net periodic pension cost and obligation
Discount rate for periodic pension cost (as a percent)	4.25%	3.90%	4.80%
Discount rate for benefit obligation (as a percent)	4.12%	4.25%	3.90%
Expected long-term rate of return on plan assets (as a percent)	7.25%	7.25%	7.25%
Other Postretirement Benefits
Components of net pension cost
Service cost	$ 128	$ 154	$ 129
Interest cost	726	827	892
Amortization of transition obligation	17	208	164
Amortization of prior service cost	(485)	(518)	(526)
Recognized net actuarial loss	144	87	71
Net periodic pension (benefit) cost	$ 530	$ 758	$ 730
Assumed health care cost trend rates
Initial health care costs trend rate for participants over the age of 65 (as a percent)	7.50%
Projected ultimate health care costs trend rate in 2027 (as a percent)	5.00%
Effect of one-percentage point change in assumed health-care cost trend rates
Effect of one-percentage point increase on accumulated postretirement benefit obligation	$ 503
Effect of one-percentage point decrease on accumulated postretirement benefit obligation	(569)
Effect of one-percentage point increase on service and interest cost	24
Effect of one-percentage point decrease on service and interest cost	(28)
Amounts that will be amortized from accumulated other comprehensive income (loss) in next fiscal year
Estimated transition	242
Prior service cost	(486)
Estimated future benefit payments for all pension and postretirement plans
2,017	1,332
2,018	1,328
2,019	1,270
2,020	1,253
2,021	1,266
2022-2026	$ 6,744
Other Postretirement Benefits | The Bank
Significant assumptions used to calculate the net periodic pension cost and obligation
Discount rate for periodic pension cost (as a percent)	4.27%	3.90%	4.80%
Discount rate for benefit obligation (as a percent)	4.04%	4.25%	3.90%
Other Postretirement Benefits | FMS Plans
Significant assumptions used to calculate the net periodic pension cost and obligation
Discount rate for periodic pension cost (as a percent)	3.43%	3.90%	4.80%
Discount rate for benefit obligation (as a percent)	3.31%	4.25%	3.90%

PENSION AND OTHER POSTRETIRE116

PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS - Fair Values of Pension and Postretirement Plan Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Pension and postretirement benefit plans
Assets	$ 91,666	$ 88,040
Large cap
Pension and postretirement benefit plans
Assets	9,700	9,434
Mid cap
Pension and postretirement benefit plans
Assets	72
Small cap
Pension and postretirement benefit plans
Assets	3,170	2,462
International
Pension and postretirement benefit plans
Assets	6,413	6,581
Global Managed Volatility
Pension and postretirement benefit plans
Assets	6,565	6,303
US Managed Volatility
Pension and postretirement benefit plans
Assets	3,846	4,319
Fixed Income
Pension and postretirement benefit plans
Assets	50,862	47,947
U. S. Government Agencies
Pension and postretirement benefit plans
Assets	10,879	10,831
Accrued income
Pension and postretirement benefit plans
Assets	159	163
Level 1
Pension and postretirement benefit plans
Assets	91,666	88,040
Level 1 | Large cap
Pension and postretirement benefit plans
Assets	9,700	9,434
Level 1 | Mid cap
Pension and postretirement benefit plans
Assets	72
Level 1 | Small cap
Pension and postretirement benefit plans
Assets	3,170	2,462
Level 1 | International
Pension and postretirement benefit plans
Assets	6,413	6,581
Level 1 | Global Managed Volatility
Pension and postretirement benefit plans
Assets	6,565	6,303
Level 1 | US Managed Volatility
Pension and postretirement benefit plans
Assets	3,846	4,319
Level 1 | Fixed Income
Pension and postretirement benefit plans
Assets	50,862	47,947
Level 1 | U. S. Government Agencies
Pension and postretirement benefit plans
Assets	10,879	10,831
Level 1 | Accrued income
Pension and postretirement benefit plans
Assets	$ 159	$ 163

PENSION AND OTHER POSTRETIRE117

PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS - Asset Allocations (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Pension Benefits
Pension and postretirement benefit plans
Actual weighted average asset allocations in plan assets	100.00%	100.00%
Recognized liability for future benefits	$ 96,657	$ 94,277	$ 100,747
Pension Benefits | Equity Securities
Pension and postretirement benefit plans
Actual weighted average asset allocations in plan assets	18.30%	18.40%
Pension Benefits | Fixed Income
Pension and postretirement benefit plans
Actual weighted average asset allocations in plan assets	55.50%	54.50%
Pension Benefits | U. S. Government Agencies
Pension and postretirement benefit plans
Actual weighted average asset allocations in plan assets	11.90%	12.30%
Pension Benefits | International equity securities
Pension and postretirement benefit plans
Actual weighted average asset allocations in plan assets	14.20%	14.60%
Pension Benefits | Accrued income
Pension and postretirement benefit plans
Actual weighted average asset allocations in plan assets	0.10%	0.20%
Funded status less than 110% | Equity Securities
Pension and postretirement benefit plans
Target weighted average asset allocations in plan assets, minimum	20.00%
Target weighted average asset allocations in plan assets, maximum	60.00%
Funded status less than 110% | Fixed Income
Pension and postretirement benefit plans
Target weighted average asset allocations in plan assets, minimum	40.00%
Target weighted average asset allocations in plan assets, maximum	80.00%
Funded status at 110% | Equity Securities
Pension and postretirement benefit plans
Target weighted average asset allocations in plan assets, minimum	10.00%
Target weighted average asset allocations in plan assets, maximum	50.00%
Funded status at 110% | Fixed Income
Pension and postretirement benefit plans
Target weighted average asset allocations in plan assets, minimum	50.00%
Target weighted average asset allocations in plan assets, maximum	90.00%
Endorsement split-dollar life insurance program
Pension and postretirement benefit plans
Cash surrender value recognized in other assets	$ 20,900	$ 20,800
Recognized liability for future benefits	$ 5,100	$ 4,800

EMPLOYEE SAVINGS AND STOCK O118

EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN (Details) $ in Thousands	Jan. 12, 2015USD ($)shares	Dec. 31, 2016USD ($)loanshares	Dec. 31, 2015USD ($)shares	Dec. 31, 2014USD ($)
Employee savings and stock ownership plan
Repayment of loans		$ 195,975	$ 10,983	$ 71,982
Dividends declared		8,800
Dividends paid		8,800
ESOP related expenses		$ 3,771	3,257	2,087
ESOP
Employee savings and stock ownership plan
Number of loans | loan		2
Dividends declared		$ 379	0
Dividends paid		$ 379	0
ESOP | Full-time employees employed at date of IPO
Employee savings and stock ownership plan
Eligibility age required to receive retirement benefits		21 years
ESOP | Other salaried employees
Employee savings and stock ownership plan
Eligibility age required to receive retirement benefits		21 years
Eligibility service period required to receive retirement benefits		1 year
KSOP
Employee savings and stock ownership plan
Market value of the unearned shares		$ 56,300	44,300
ESOP related expenses		3,800	3,300	$ 2,400
2008 KSOP
Employee savings and stock ownership plan
Loan receivable from ESOP		$ 15,000	$ 16,900
Allocated shares | shares		2,368,523	2,170,971
Number of suspense shares | shares		1,178,404	1,375,956
2015 KSOP
Employee savings and stock ownership plan
Loan receivable from ESOP		$ 19,300	$ 19,800
Allocated shares | shares		132,121	64,941
Number of suspense shares | shares		1,883,231	1,950,411
Second-step conversion and stock offering
Employee savings and stock ownership plan
Issuance of common shares (in shares) | shares	50,383,817
Exchange ratio	1.0999	1.0999	1.0999	1.0999
Bank's employee savings and stock ownership plan | Second-step conversion and stock offering
Employee savings and stock ownership plan
Issuance of common shares (in shares) | shares	2,015,352		2,015,352
Plan borrowed amount	$ 20,200
Fixed interest rate	3.25%
Maturity period	30 years

STOCK BASED COMPENSATION - Equi

STOCK BASED COMPENSATION - Equity Incentive Plan and Non-Vested Stock Award Activity (Details) $ / shares in Units, $ in Thousands	Jan. 12, 2015	Dec. 31, 2016USD ($)$ / sharesshares	Dec. 31, 2015USD ($)$ / sharesshares	Dec. 31, 2014USD ($)$ / sharesshares
Summary of Non-vested Stock Award Activity
Non-vested Stock Awards outstanding, Beginning balance (in shares)		616,505	534,738
Non-vested Stock Awards outstanding Weighted Average Grant Price, Beginning (in dollars per share) | $ / shares		$ 10	$ 8.89
Number of Shares, issued		2,529,328	239,587
Weighted Average Grant Price, issued (in dollars per share) | $ / shares		$ 13.54	$ 11.41
Number of Shares, vested		(122,067)	(110,609)
Weighted Average Grant Price, vested (in dollars per share) | $ / shares		$ 8.32	$ 8.33
Number of Shares, forfeited		(63,194)	(47,211)
Weighted Average Grant Price, forfeited (in dollars per share) | $ / shares		$ 10.85	$ 8.54
Non-vested Stock Awards outstanding, Ending balance (in shares)		2,960,572	616,505	534,738
Non-vested Stock Awards outstanding Weighted Average Grant Price, Ending (in dollars per share) | $ / shares		$ 13.07	$ 10	$ 8.89
Fair value of shares vested | $		$ 1,600	$ 1,300
Additional Paid in Capital
Stock Based Compensation
Equity plan shares granted from treasury stock, net | $		$ (29,277)
Second-step conversion and stock offering
Stock Based Compensation
Exchange ratio	1.0999	1.0999	1.0999	1.0999
Stock awards
Stock Based Compensation
Compensation expense | $		$ 7,600	$ 1,300	$ 1,000
2016 Omnibus Incentive Plan
Stock Based Compensation
Number of shares approved		3,500,000
2016 Omnibus Incentive Plan | Additional Paid in Capital
Stock Based Compensation
Equity plan shares granted from treasury stock, net | $		$ 29,300
2016 Omnibus Incentive Plan | Restricted Stock | Employees, officers and directors
Stock Based Compensation
Number of shares granted from treasury stock		2,307,311
2016 Omnibus Incentive Plan | Restricted Stock | Directors | Minimum
Stock Based Compensation
Award vesting period		12 months
2016 Omnibus Incentive Plan | Restricted Stock | Directors | Maximum
Stock Based Compensation
Award vesting period		31 months
2016 Omnibus Incentive Plan | Restricted Stock | Employees and officers
Stock Based Compensation
Award vesting period		3 years
2016 Omnibus Incentive Plan | Stock awards
Stock Based Compensation
Compensation expense | $		$ 5,900

STOCK BASED COMPENSATION - Stoc

STOCK BASED COMPENSATION - Stock Options (Details) - Stock Options - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Share - based compensation disclosures
Award expiration period	10 years
Award vesting period	5 years
Compensation expense	$ 1.4	$ 1.6	$ 1.6
Summary of stock option activity
Number of Options, Beginning balance (in shares)	3,422,241	3,568,887
Weighted Exercise Price per Shares, Beginning balance (in dollars per share)	$ 9.59	$ 9.51
Options, granted (in shares)	0	168,825
Weighted Exercise Price per Shares, granted (in dollars per share)		$ 11.44
Number of Options, exercised (in shares)	(434,726)	(236,518)
Weighted Exercise Price per Shares, exercised (in dollars per share)	$ 9.55	$ 9.75
Number of Options, forfeited (in shares)	(103,319)	(78,865)
Weighted Exercise Price per Shares, forfeited (in dollars per share)	$ 9.86	$ 9.14
Number of Options, expired (in shares)	(109)	(88)
Weighted Exercise Price per Shares, expired (in dollars per share)	$ 8.90	$ 8.90
Number of Options, Ending balance (in shares)	2,884,087	3,422,241	3,568,887
Weighted Exercise Price per Shares, Ending balance (in dollars per share)	$ 9.59	$ 9.59	$ 9.51
Options, additional disclosures
Weighted average remaining contractual term of options outstanding	4 years 8 months 27 days	5 years 8 months 9 days	6 years 5 months 12 days
Aggregate intrinsic value of options outstanding	$ 25.4	$ 12.7	$ 5.9
Exercisable options (in shares)	2,069,854	2,047,884	1,802,593
Average weighted exercise price of exercisable options (in dollars per share)	$ 9.46	$ 9.53	$ 9.69
Weighted average remaining contractual term of exercisable options	3 years 11 months 9 days	4 years 5 months 9 days	4 years 9 months 4 days
Aggregate intrinsic value of exercisable options	$ 18.5	$ 7.8	$ 2.6

STOCK BASED COMPENSATION - Weig

STOCK BASED COMPENSATION - Weighted Average Assumptions of Options Granted (Details) - $ / shares	12 Months Ended
	Dec. 31, 2015	Dec. 31, 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%

STOCK BASED COMPENSATION - Unre

STOCK BASED COMPENSATION - Unrecognized Compensation (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Stock Options
Share - based compensation disclosures
Unrecognized compensation cost related to options	$ 1.9	$ 3.6
Period for recognizing unrecognized compensation	2 years 18 days	2 years 9 months 11 days
Stock awards
Share - based compensation disclosures
Unrecognized compensation cost related non-vested stock awards granted under EIP	$ 30.2	$ 4.1
Period for recognizing unrecognized compensation	2 years 5 months 23 days	3 years 4 months 17 days

COMMITMENTS AND CONTINGENCIES -

COMMITMENTS AND CONTINGENCIES - Lease and Purchase and Loan Origination Commitments (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
COMMITMENTS AND CONTINGENCIES
Rental expense under leases	$ 5,800	$ 5,100	$ 5,800
Minimum rental payments to lessors under non-cancelable operating lease agreements
2,017	6,533
2,018	6,050
2,019	5,656
2,020	5,674
2,021	5,005
Thereafter	30,199
Minimum rental payments	59,117
Commitments disclosures
Outstanding commitments to purchase or originate loans or leases	162,200	40,400
Commitments to customers on available lines of credit	380,500	290,400
Commitments to fund commercial construction and other advances	135,100	136,900
Commitments to customer on standby letters of credit	22,800	17,600
Reserve for unfunded commitments	$ 234	$ 275

FAIR VALUE OF FINANCIAL INST124

FAIR VALUE OF FINANCIAL INSTRUMENTS - Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Assets:
Investment securities available-for-sale, estimated fair value	$ 451,544	$ 655,162
Interest rate swaps
Assets:
Derivative asset		206
U.S. GSE and agency notes
Assets:
Investment securities available-for-sale, estimated fair value	4,659	6,109
Ginnie Mae guaranteed mortgage certificates
Assets:
Investment securities available-for-sale, estimated fair value	3,868	4,541
GSE mortgage-backed securities
Assets:
Investment securities available-for-sale, estimated fair value	376,534	547,271
Corporate securities
Assets:
Investment securities available-for-sale, estimated fair value	19,457	11,860
SBA Servicing Rights
Assets:
Servicing rights	646
Recurring
Assets:
Servicing rights		1,349
Total Assets	455,612	656,701
Liabilities:
Total Liabilities	1,852	202
Recurring | Interest rate swaps
Assets:
Derivative asset	1,899	190
Liabilities:
Derivative liability		202
Recurring | Interest rate swap agreements and other contracts
Liabilities:
Derivative liability	1,852
Recurring | U.S. GSE and agency notes
Assets:
Investment securities available-for-sale, estimated fair value	4,659	6,109
Recurring | Ginnie Mae guaranteed mortgage certificates
Assets:
Investment securities available-for-sale, estimated fair value	3,868	4,541
Recurring | GSE collateralized mortgage obligations (CMOs)
Assets:
Investment securities available-for-sale, estimated fair value	22,681	32,357
Recurring | GSE mortgage-backed securities
Assets:
Investment securities available-for-sale, estimated fair value	376,534	547,271
Recurring | General obligation municipal bonds
Assets:
Investment securities available-for-sale, estimated fair value	2,402	14,968
Recurring | Revenue municipal bonds
Assets:
Investment securities available-for-sale, estimated fair value		16,688
Recurring | Corporate securities
Assets:
Investment securities available-for-sale, estimated fair value	19,457	11,860
Recurring | Money market funds
Assets:
Investment securities available-for-sale, estimated fair value	21,742	20,827
Recurring | Mutual funds
Assets:
Investment securities available-for-sale, estimated fair value	201	541
Recurring | Mortgage Servicing Rights
Assets:
Servicing rights	1,523
Recurring | SBA Servicing Rights
Assets:
Servicing rights	646
Recurring | Level 1
Assets:
Total Assets	21,943	21,368
Recurring | Level 1 | Money market funds
Assets:
Investment securities available-for-sale, estimated fair value	21,742	20,827
Recurring | Level 1 | Mutual funds
Assets:
Investment securities available-for-sale, estimated fair value	201	541
Recurring | Level 2
Assets:
Total Assets	431,500	633,984
Liabilities:
Total Liabilities	1,852	202
Recurring | Level 2 | Interest rate swaps
Assets:
Derivative asset	1,899	190
Liabilities:
Derivative liability		202
Recurring | Level 2 | Interest rate swap agreements and other contracts
Liabilities:
Derivative liability	1,852
Recurring | Level 2 | U.S. GSE and agency notes
Assets:
Investment securities available-for-sale, estimated fair value	4,659	6,109
Recurring | Level 2 | Ginnie Mae guaranteed mortgage certificates
Assets:
Investment securities available-for-sale, estimated fair value	3,868	4,541
Recurring | Level 2 | GSE collateralized mortgage obligations (CMOs)
Assets:
Investment securities available-for-sale, estimated fair value	22,681	32,357
Recurring | Level 2 | GSE mortgage-backed securities
Assets:
Investment securities available-for-sale, estimated fair value	376,534	547,271
Recurring | Level 2 | General obligation municipal bonds
Assets:
Investment securities available-for-sale, estimated fair value	2,402	14,968
Recurring | Level 2 | Revenue municipal bonds
Assets:
Investment securities available-for-sale, estimated fair value		16,688
Recurring | Level 2 | Corporate securities
Assets:
Investment securities available-for-sale, estimated fair value	19,457	11,860
Recurring | Level 3
Assets:
Servicing rights		1,349
Total Assets	2,169	$ 1,349
Recurring | Level 3 | Mortgage Servicing Rights
Assets:
Servicing rights	1,523
Recurring | Level 3 | SBA Servicing Rights
Assets:
Servicing rights	$ 646

FAIR VALUE OF FINANCIAL INST125

FAIR VALUE OF FINANCIAL INSTRUMENTS - Summary of Fair Value on a Recurring Basis Using Unobservable Units (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Mortgage Servicing Rights
Summary of fair value on a recurring basis using unobservable units
Balance at the beginning of the period	$ 1,349	$ 1,403
Additions	210	139
Payments	(199)	(184)
Increase (decrease) in fair value due to changes in valuation inputs or assumptions	163	(9)
Balance at the end of the period	1,523	$ 1,349
SBA Servicing Rights
Summary of fair value on a recurring basis using unobservable units
Additions	835
Payments	(74)
Increase (decrease) in fair value due to changes in valuation inputs or assumptions	(115)
Balance at the end of the period	$ 646

FAIR VALUE OF FINANCIAL INST126

FAIR VALUE OF FINANCIAL INSTRUMENTS - Assets and Liabilities Measured on Nonrecurring Basis (Details) - Nonrecurring - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Assets and Liabilities Measured on Nonrecurring Basis
Impaired loans	$ 4,296	$ 6,258
Other real estate owned	363	441
Gains/(Losses) - Impaired loans	(55)	(45)
Level 3
Assets and Liabilities Measured on Nonrecurring Basis
Impaired loans	4,296	6,258
Other real estate owned	$ 363	$ 441

FAIR VALUE OF FINANCIAL INST127

FAIR VALUE OF FINANCIAL INSTRUMENTS - Fair Value of Financial Instruments (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Assets:
Securities available for sale	$ 451,544	$ 655,162
Securities held to maturity	597,785	695,290
Accrued interest receivable	$ 16,635	14,298
Fair value of Financial instruments - other disclosures
Redemption price of FHLB (in dollars per share)	$ 100
SBA Servicing Rights
Assets:
Servicing rights	$ 646
Carrying Amount
Assets:
Securities available for sale	451,544	655,162
Carrying Amount | Level 1
Assets:
Cash and cash equivalents	287,046	233,920
Carrying Amount | Level 2
Assets:
Securities held to maturity	602,529	696,310
Loans held for sale	1,975	1,183
Interest rate swaps	1,899	190
Liabilities:
Deposits	4,158,188	3,451,923
Borrowed funds	490,423		$ 190,405
Derivative liability	1,852	202
Accrued interest payable	2,763	1,728
Carrying Amount | Level 3
Assets:
FHLB stock	21,231	8,786
Loans, net	3,965,332	2,894,763
Accrued interest receivable	16,635	14,298
Carrying Amount | Level 3 | Mortgage Servicing Rights
Assets:
Servicing rights	1,523	1,349
Carrying Amount | Level 3 | SBA Servicing Rights
Assets:
Servicing rights	646
Estimated Fair Value
Assets:
Securities available for sale	451,544	655,162
Estimated Fair Value | Level 1
Assets:
Cash and cash equivalents	287,046	233,920
Estimated Fair Value | Level 2
Assets:
Securities held to maturity	597,785	695,290
Loans held for sale	2,009	1,210
Interest rate swaps	1,899	190
Liabilities:
Deposits	4,154,949	3,453,135
Borrowed funds	476,953	184,048
Derivative liability	1,852	202
Accrued interest payable	2,763	1,728
Estimated Fair Value | Level 3
Assets:
FHLB stock	21,231	8,786
Loans, net	3,969,172	2,917,053
Accrued interest receivable	16,635	14,298
Estimated Fair Value | Level 3 | Mortgage Servicing Rights
Assets:
Servicing rights	1,523	$ 1,349
Estimated Fair Value | Level 3 | SBA Servicing Rights
Assets:
Servicing rights	$ 646

MERGER AND RESTRUCTURING CHA128

MERGER AND RESTRUCTURING CHARGES (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2016USD ($)
Restructuring and Related Cost
Accrued during the year	$ 8,765
Paid during the year	(6,762)
Restructuring cost accrued, ending balance	2,003
Severance
Restructuring and Related Cost
Accrued during the year	2,727
Paid during the year	(2,182)
Restructuring cost accrued, ending balance	545
Contract termination, merger and other costs
Restructuring and Related Cost
Accrued during the year	6,038
Paid during the year	(4,580)
Restructuring cost accrued, ending balance	1,458
Conestoga Bank
Restructuring and Related Cost
Accrued during the year	7,200
Expense management reduction program
Restructuring and Related Cost
Accrued during the year	$ 1,600

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details) $ in Thousands	Dec. 31, 2016USD ($)item	Dec. 31, 2015USD ($)
Related Party Transactions
Commitments to lend to related parties	$ 0	$ 0
Management and affiliated entities
Related Party Transactions
Aggregate amount due from executive officers and directors and affiliates of the entity	$ 263	245
Number of management and affiliated entities having interest in or receives remuneration from special purpose entities or from qualified special purpose entities | item	0
The Bank | Management and affiliated entities
Related Party Transactions
Aggregate amount due from executive officers and directors and affiliates of the entity	$ 263	$ 245

SERVICING RIGHTS - Analysis of

SERVICING RIGHTS - Analysis of Residential Mortgage Activity (Details) - Residential Mortgage Servicing Rights - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
SERVICING RIGHTS
Balance of loans serviced	$ 139,200	$ 142,200
Servicing fee income	350	371	$ 386
Related escrow and custodial funds for which the entity has a fiduciary responsibility	2,000	2,000
Residential MSR's
Balance at the beginning of the period	1,349	1,403	1,524
Additions	210	139	92
Increase/(decrease) in fair value due to
Changes in valuation input or assumptions	163	(9)	(69)
Paydowns	(199)	(184)	(144)
Balance at the end of the period	$ 1,523	$ 1,349	$ 1,403

SERVICING RIGHTS - Sensitivity

SERVICING RIGHTS - Sensitivity of the Current Fair Value of Residential Mortgage (Details) - Residential Mortgage Servicing Rights - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
SERVICING RIGHTS
Fair value of servicing rights	$ 1,523	$ 1,349	$ 1,403	$ 1,524
Weighted average life (years)	7 years 9 months 18 days	5 years 9 months 18 days
Prepayment speed assumption (as a percent)	8.39%	9.54%
Effect on fair value of a 20% increase	$ (113)	$ (98)
Effect on fair value of a 10% increase	(59)	(51)
Effect on fair value of a 10% decrease	64	54
Effect on fair value of a 20% decrease	$ 134	$ 112
Discount rate assumption (as a percent)	9.63%	9.75%
Effect on fair value of a 20% increase	$ (130)	$ (98)
Effect on fair value of a 10% increase	(68)	(51)
Effect on fair value of a 10% decrease	74	54
Effect on fair value of a 20% decrease	$ 155	$ 114
Escrow earnings credit assumption (as a percent)	1.60%	1.54%
Effect on fair value of a 20% increase	$ 38	$ 35
Effect on fair value of a 10% increase	19	17
Effect on fair value of a 10% decrease	(19)	(17)
Effect on fair value of a 20% decrease	$ (38)	$ (35)

SERVICING RIGHTS - Analysis 132

SERVICING RIGHTS - Analysis of SBA Activity (Details) - SBA Servicing Rights - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2016	Apr. 14, 2016
SERVICING RIGHTS
Balance of loans serviced		$ 42,400
Servicing fee income	$ 287
Servicing rights	646	646
Servicing Rights
Additions	835
Increases (decreases) in fair value due to:
Changes in valuation input or assumptions	(115)
Paydowns	(74)
Balance at the end of the period	646
Other assets
SERVICING RIGHTS
Servicing rights	646	$ 646
Increases (decreases) in fair value due to:
Balance at the end of the period	$ 646
Conestoga Bank
SERVICING RIGHTS
Acquired loans value			$ 44,500

SERVICING RIGHTS - Sensitivi133

SERVICING RIGHTS - Sensitivity of the Current Fair Value of SBA Loans (Details) - SBA Servicing Rights $ in Thousands	12 Months Ended
	Dec. 31, 2016USD ($)
SERVICING RIGHTS
Servicing expenses per loan	$ 1
Fair value of servicing rights	$ 646
Weighted average life (years)	5 years 2 months 12 days
Prepayment speed assumption (as a percent)	8.97%
Effect on fair value of a 20% increase	$ (37)
Effect on fair value of a 10% increase	(19)
Effect on fair value of a 10% decrease	20
Effect on fair value of a 20% decrease	$ 41
Discount rate assumption (as a percent)	13.13%
Effect on fair value of a 20% increase	$ (50)
Effect on fair value of a 10% increase	(26)
Effect on fair value of a 10% decrease	28
Effect on fair value of a 20% decrease	$ 59

DERIVATIVE FINANCIAL INSTRUM134

DERIVATIVE FINANCIAL INSTRUMENTS - Fair Value of Derivative Financial Instruments (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2016USD ($)instrument	Dec. 31, 2015USD ($)	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	$ 71,844	$ 12,066
Fair value of asset derivatives	1,899	190
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	81,906	12,066
Fair value of liability derivatives	1,852	202
Interest rate swaps
Derivative disclosures
Interest rate derivative net gain (loss)	798	(4)	$ (33)
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		206
Posted collateral	500	458
Counterparty posted collateral	968	0
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	71,844	12,066
Fair value of asset derivatives	1,899	190
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	71,844	12,066
Fair value of liability derivatives	1,843	202
Termination value of the interest rate swaps	$ 1,900	$ 218
Interest rate swaps | Not designated as hedging instruments
Derivative disclosures
Number of interest rate derivatives held | instrument	28
Notional amount of derivative	$ 143,700
Risk participation agreements
Derivative disclosures
Notional amount of derivative	10,100
Fair value of the Company's derivative financial instruments as well as their classification on the consolidated statements of condition
Fair value of liability derivatives	9
Risk participation agreements | Services charges and other non-interest income
Derivative disclosures
Interest rate derivative net gain (loss)	51
Risk participation agreements | 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	10,062
Fair value of liability derivatives	$ 9
Conestoga Bank | Interest rate swaps | Not designated as hedging instruments
Derivative disclosures
Number of interest rate derivatives held | instrument	20
Notional amount of derivative	$ 72,600

DERIVATIVE FINANCIAL INSTRUM135

DERIVATIVE FINANCIAL INSTRUMENTS - Offsetting Interest Rate Swap Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Interest rate swaps and risk participation agreements
Derivatives
Gross Amounts of Recognized Assets	$ 1,952
Net Amounts of Assets presented in the Statement of Financial Condition	1,952
Gross Amounts Not Offset in the Statement of Financial Condition
Net Amount	$ 1,952
Interest rate swaps
Derivatives
Gross Amounts of Recognized Assets		$ 206
Net Amounts of Assets presented in the Statement of Financial Condition		206
Gross Amounts Not Offset in the Statement of Financial Condition
Net Amount		$ 206

DERIVATIVE FINANCIAL INSTRUM136

DERIVATIVE FINANCIAL INSTRUMENTS - Offsetting Interest Rate Swap Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Interest rate swaps and risk participation agreements
Derivatives
Gross Amounts of Recognized Liabilities	$ 1,905
Net Amounts of Liabilities presented in the Statement of Financial Condition	1,905
Gross Amounts Not Offset in the Statement of Financial Condition
Collateral Posted	500
Net Amount	$ 1,405
Interest rate swaps
Derivatives
Gross Amounts of Recognized Liabilities		$ 218
Net Amounts of Liabilities presented in the Statement of Financial Condition		218
Gross Amounts Not Offset in the Statement of Financial Condition
Collateral Posted		458
Net Amount		$ (240)

PARENT COMPANY FINANCIAL INF137

PARENT COMPANY FINANCIAL INFORMATION - Condensed Statements of Financial Condition (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
ASSETS
Other assets	$ 62,622	$ 57,871
TOTAL ASSETS	5,738,593	4,826,695
LIABILITIES:
Statutory Trust Debenture	25,423	25,405
Total liabilities	4,724,837	3,711,149
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred Stock - $.01 par value; 100,000,000 shares authorized, none issued or outstanding as of December 31, 2015 and 2014
Common Stock - $.01 par value 500,000,000 shares authorized, 83,383,917 and 82,949,191 issued and 75,637,684 and 82,918,595 outstanding, as of December 31, 2016 and 2015, respectively.	834	829
Additional paid-in capital	772,925	787,503
Unearned common stock held by employee savings and stock ownership plan	(29,546)	(32,014)
Retained earnings (partially restricted)	399,620	382,951
Accumulated other comprehensive loss	(25,833)	(23,374)
Treasury Stock at cost, 7,746,233 shares and 30,596 shares at December 31, 2016 and 2015, respectively	(104,244)	(349)
Total stockholders' equity	1,013,756	1,115,546	$ 610,894	$ 615,146
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	5,738,593	4,826,695
Beneficial Bancorp, Inc.
ASSETS
Investment in Statutory Trust	774	774
Other assets	2,722	3,926
TOTAL ASSETS	1,039,367	1,141,160
LIABILITIES:
Accrued and other liabilities	159	185
Accrued interest payable	29	24
Statutory Trust Debenture	25,423	25,405
Total liabilities	25,611	25,614
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred Stock - $.01 par value; 100,000,000 shares authorized, none issued or outstanding as of December 31, 2015 and 2014
Common Stock - $.01 par value 500,000,000 shares authorized, 83,383,917 and 82,949,191 issued and 75,637,684 and 82,918,595 outstanding, as of December 31, 2016 and 2015, respectively.	834	829
Additional paid-in capital	772,925	787,503
Unearned common stock held by employee savings and stock ownership plan	(29,546)	(32,014)
Retained earnings (partially restricted)	399,620	382,951
Accumulated other comprehensive loss	(25,833)	(23,374)
Treasury Stock at cost, 7,746,233 shares and 30,596 shares at December 31, 2016 and 2015, respectively	(104,244)	(349)
Total stockholders' equity	1,013,756	1,115,546
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	1,039,367	1,141,160
Beneficial Bancorp, Inc. | The Bank
ASSETS
Cash on deposit at the Bank	16,666	4,574
Interest-bearing deposit at the Bank	56,222	246,415
Investment in the Bank	962,089	884,815
Receivable from the Bank	$ 894	$ 656

PARENT COMPANY FINANCIAL INF138

PARENT COMPANY FINANCIAL INFORMATION - Condensed Statements of Financial Condition (Parenthetical) (Details) - $ / shares	Dec. 31, 2016	Dec. 31, 2015
Additional Disclosure
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	83,383,917	82,949,191
Common Stock, shares outstanding	75,637,684	82,918,595
Treasury Stock, shares	7,746,233	30,596
Beneficial Bancorp, Inc.
Additional Disclosure
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	83,383,917	82,949,191
Common Stock, shares outstanding	75,367,684	82,918,595
Treasury Stock, shares	7,746,233	30,596

PARENT COMPANY FINANCIAL INF139

PARENT COMPANY FINANCIAL INFORMATION - Condensed Statements of Operations (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
INCOME
Interest on interest-bearing deposits with the Bank	$ 935	$ 758	$ 712
EXPENSES
Interest expense	22,876	19,117	21,881
Other expenses	27,022	23,066	25,275
Income tax expense (benefit)	13,644	10,725	5,723
NET INCOME	25,469	22,893	18,033
Beneficial Bancorp, Inc.
INCOME
Realized gain on securities	1,825
Other income	18	30	14
Total income	2,384	1,154	106
EXPENSES
Interest expense	610	508	490
Other expenses	483	468	374
Total expenses	1,250	1,139	1,018
Income (Loss) before income tax expense (benefit) and equity in undistributed net income of affiliates	1,134	15	(912)
Income tax expense (benefit)	397	5	(319)
Equity in undistributed net income of the Bank	24,732	22,883	18,626
NET INCOME	25,469	22,893	18,033
Beneficial Bancorp, Inc. | The Bank
INCOME
Interest on interest-bearing deposits with the Bank	541	1,124	92
EXPENSES
Expenses paid to the Bank	$ 157	$ 163	$ 154

PARENT COMPANY FINANCIAL INF140

PARENT COMPANY FINANCIAL INFORMATION - Condensed Statements of Comprehensive Income (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Parent company financial information
Net income	$ 25,469	$ 22,893	$ 18,033
Unrealized gains (losses) on securities:
Unrealized holding (losses) gains on available for sale securities arising during the period (net of deferred tax of $1,048, $1,564, and $6,465 for the years ended December 31, 2016, 2015, and 2014, respectively)	(1,804)	(2,705)	11,160
Unrealized losses on available-for sale securities transferred to held-to-maturity during the period (net of deferred tax of $1,990 for the year ended December 31, 2014)			(3,426)
Accretion of unrealized losses on available-for-sale securities transferred to held-to-maturity (net of deferred tax of $303, $303, and $269 for the years ended December 31, 2016, 2015, and 2014, respectively)	506	524	449
Reclassification adjustment for net losses (gains) on available for sale securities included in net income (net of tax of $5, $7, and $227 for the years ended December 31, 2016, 2015, and 2014, respectively)	9	12	(394)
Defined benefit pension plans:
Pension (losses) gains, other postretirement and postemployment benefit plan adjustments (net of tax of $201, $936, and $4,904 for the years ended December 31, 2016, 2015, and 2014, respectively)	(1,170)	1,458	(9,098)
Total other comprehensive loss	(2,459)	(711)	(1,309)
Comprehensive income	23,010	22,182	16,724
Beneficial Bancorp, Inc.
Parent company financial information
Net income	25,469	22,893	18,033
Unrealized gains (losses) on securities:
Unrealized holding (losses) gains on available for sale securities arising during the period (net of deferred tax of $1,048, $1,564, and $6,465 for the years ended December 31, 2016, 2015, and 2014, respectively)	(1,804)	(2,705)	11,160
Unrealized losses on available-for sale securities transferred to held-to-maturity during the period (net of deferred tax of $1,990 for the year ended December 31, 2014)			(3,426)
Accretion of unrealized losses on available-for-sale securities transferred to held-to-maturity (net of deferred tax of $303, $303, and $269 for the years ended December 31, 2016, 2015, and 2014, respectively)	506	524	449
Reclassification adjustment for net losses (gains) on available for sale securities included in net income (net of tax of $5, $7, and $227 for the years ended December 31, 2016, 2015, and 2014, respectively)	9	12	(394)
Defined benefit pension plans:
Pension (losses) gains, other postretirement and postemployment benefit plan adjustments (net of tax of $201, $936, and $4,904 for the years ended December 31, 2016, 2015, and 2014, respectively)	(1,170)	1,458	(9,098)
Total other comprehensive loss	(2,459)	(711)	(1,309)
Comprehensive income	$ 23,010	$ 22,182	$ 16,724

PARENT COMPANY FINANCIAL INF141

PARENT COMPANY FINANCIAL INFORMATION - Condensed Statements of Comprehensive Income (Parenthetical) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Parent company financial information
Unrealized holding (losses) gains on available-for-sale securities arising during the period, deferred tax	$ 1,048	$ 1,564	$ 6,465
Unrealized losses on available-for sale securities transferred to held-to-maturity during the period, deferred tax			1,990
Accretion of unrealized losses on AFS securities transferred to HTM during the year, deferred tax	303	303	269
Reclassification adjustment for net losses (gains) on available for sale securities included in net income, tax	5	7	227
Pension (losses) gains, other postretirement and postemployment benefit plan adjustments, tax	201	936	4,904
Beneficial Bancorp, Inc.
Parent company financial information
Unrealized holding (losses) gains on available-for-sale securities arising during the period, deferred tax	1,048	1,564	6,465
Unrealized losses on available-for sale securities transferred to held-to-maturity during the period, deferred tax			1,990
Accretion of unrealized losses on AFS securities transferred to HTM during the year, deferred tax	303	303	269
Reclassification adjustment for net losses (gains) on available for sale securities included in net income, tax	5	7	227
Pension (losses) gains, other postretirement and postemployment benefit plan adjustments, tax	$ 201	$ 936	$ 4,904

PARENT COMPANY FINANCIAL INF142

PARENT COMPANY FINANCIAL INFORMATION - Condensed Statements of Cash Flow (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
OPERATING ACTIVITIES:
Net income	$ 25,469	$ 22,893	$ 18,033
Adjustment to reconcile net income to net cash provided by operating activities:
Accrued interest payable	1,034	(15)	(463)
Changes in assets and liabilities that (used) provided cash:
Other liabilities	5,395	(400)	(889)
Other assets	4,072	(3,901)	3,063
Net cash provided by operating activities	63,154	40,913	67,748
INVESTING ACTIVITIES:
Proceeds from the sale of securities	2,584
Cash paid in business combination	(79,610)
Net change in money market securities	(565)	(17,962)	14,867
Net cash used in investing activities	(290,466)	(397,412)	(23,455)
FINANCING ACTIVITIES:
Stock subscription deposits received			463,036
Purchase of treasury stock	(133,172)	(349)	(28,497)
Cash dividend paid to stockholders	(8,800)
Proceeds from the exercise of stock options	4,152	2,306	2,766
Excess tax benefit related to stock based compensation awards	361	127	59
Net cash provided by financing activities	280,438	56,404	134,039
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	53,126	(300,095)	178,332
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	233,920	534,015	355,683
CASH AND CASH EQUIVALENTS, END OF YEAR	287,046	233,920	534,015
SUPPLEMENTAL DISCLOSURES OF CASH FLOW AND NON-CASH INFORMATION:
Cash payments for interest	21,842	19,132	22,344
Cash payments of income taxes	7,771	2,304	(4,261)
Beneficial Bancorp, Inc.
OPERATING ACTIVITIES:
Net income	25,469	22,893	18,033
Adjustment to reconcile net income to net cash provided by operating activities:
Equity in undistributed net earnings of subsidiaries	(24,732)	(22,883)	(18,626)
Gain on sale of securities	(1,825)
Accrued interest payable	5	3
Net intercompany transactions	12,420	18,281	3,658
Amortization of debt premium on debenture	18	17	18
Changes in assets and liabilities that (used) provided cash:
Other liabilities	(26)	47	(120)
Other assets	445	2,785	(1,956)
Net cash provided by operating activities	61,774	21,143	1,007
INVESTING ACTIVITIES:
Proceeds from the sale of securities	2,584
Cash paid in business combination	(105,000)
Net change in money market securities			12
Net cash used in investing activities	(102,416)		12
FINANCING ACTIVITIES:
Stock subscription deposits received			463,036
Purchase of treasury stock	(133,172)	(349)	(28,497)
Cash dividend paid to stockholders	(8,800)
Proceeds from the exercise of stock options	4,152	2,306	2,766
Excess tax benefit related to stock based compensation awards	361	127	59
Net cash provided by financing activities	(137,459)	(245,109)	437,364
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(178,101)	(223,966)	438,383
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	250,989	474,955	36,572
CASH AND CASH EQUIVALENTS, END OF YEAR	72,888	250,989	474,955
SUPPLEMENTAL DISCLOSURES OF CASH FLOW AND NON-CASH INFORMATION:
Cash payments for interest	597	494	$ 472
Cash payments of income taxes		27
Beneficial Bancorp, Inc. | The Bank
Adjustment to reconcile net income to net cash provided by operating activities:
Dividend from the Bank	$ 50,000
FINANCING ACTIVITIES:
Net second-step proceeds transferred to the Bank		$ (247,193)

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - $ / shares	Jan. 26, 2017	Dec. 31, 2016
SUBSEQUENT EVENT
Dividend declared (in dollars per share)		$ 0.12
Subsequent event
SUBSEQUENT EVENT
Dividend declared (in dollars per share)	$ 0.06