Beneficial Bancorp 10-Q 27 Apr 17 2017 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2017	Apr. 27, 2017
Document and Entity Information
Entity Registrant Name	Beneficial Bancorp Inc.
Entity Central Index Key	1,615,418
Document Type	10-Q
Document Period End Date	Mar. 31, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		76,549,851
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q1

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
CASH AND CASH EQUIVALENTS:
Cash and due from banks	$ 45,777	$ 45,791
Overnight investments	374,302	241,255
Total cash and cash equivalents	420,079	287,046
INVESTMENT SECURITIES:
Available-for-sale, at fair value (amortized cost of $436,535 and $449,655 at March 31, 2017 and December 31, 2016, respectively)	438,467	451,544
Held-to-maturity (estimated fair value of $554,853 and $597,785 at March 31, 2017 and December 31, 2016, respectively)	559,441	602,529
Federal Home Loan Bank stock, at cost	23,231	21,231
Total investment securities	1,021,139	1,075,304
LOANS AND LEASES:	4,056,262	4,010,568
Allowance for loan and lease losses	(43,095)	(43,261)
Net loans and leases	4,013,167	3,967,307
ACCRUED INTEREST RECEIVABLE	16,715	16,635
BANK PREMISES AND EQUIPMENT, Net	74,302	75,444
OTHER ASSETS:
Goodwill	169,002	169,125
Bank owned life insurance	79,891	80,664
Other intangibles	3,878	4,446
Other assets	63,646	62,622
Total other assets	316,417	316,857
TOTAL ASSETS	5,861,819	5,738,593
Deposits:
Non-interest bearing deposits	539,987	518,294
Interest-bearing deposits	3,678,869	3,639,894
Total deposits	4,218,856	4,158,188
Borrowed funds	540,427	490,423
Other liabilities	72,570	76,226
Total liabilities	4,831,853	4,724,837
COMMITMENTS AND CONTINGENCIES (Note 16)
STOCKHOLDERS' EQUITY:
Preferred Stock - $.01 par value; 100,000,000 shares authorized, None issued or outstanding as of March 31, 2017 and December 31, 2016
Common Stock - $.01 par value 500,000,000 shares authorized, 84,207,404 and 83,383,917 issued and 76,504,853 and 75,637,684 outstanding, as of March 31, 2017 and December 31, 2016, respectively	842	834
Additional paid-in capital	784,245	772,925
Unearned common stock held by employee savings and stock ownership plan	(28,929)	(29,546)
Retained earnings (partially restricted)	403,093	399,620
Accumulated other comprehensive loss	(25,345)	(25,833)
Treasury Stock at cost, 7,702,551 shares and 7,746,233 shares at March 31, 2017 and December 31, 2016, respectively	(103,940)	(104,244)
Total stockholders' equity	1,029,966	1,013,756
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 5,861,819	$ 5,738,593

CONDENSED CONSOLIDATED STATEME3

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
Available-for-sale, amortized cost (in dollars)	$ 436,535	$ 449,655
Held-to-maturity, estimated fair value (in dollars)	$ 554,853	$ 597,785
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	84,207,404	83,383,917
Common Stock, shares outstanding	76,504,853	75,637,684
Treasury Stock, shares	7,702,551	7,746,233

CONDENSED CONSOLIDATED STATEME4

CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Thousands		3 Months Ended
		Mar. 31, 2017	Mar. 31, 2016
INTEREST INCOME:
Interest and fees on loans and leases		$ 41,487	$ 29,990
Interest on overnight investments		529	259
Interest and dividends on investment securities:
Taxable		5,356	6,360
Tax-exempt		22	325
Total interest income		47,394	36,934
Interest on deposits:
Interest bearing checking accounts		602	466
Money market and savings deposits		1,461	1,322
Time deposits		2,187	1,628
Total		4,250	3,416
Interest on borrowed funds		2,370	1,278
Total interest expense		6,620	4,694
Net interest income		40,774	32,240
Provision for loan and lease losses		600
Net interest income after provision for loan and lease losses		40,174	32,240
NON-INTEREST INCOME:
Insurance and advisory commission and fee income		2,093	1,990
Service charges and other income		4,099	3,385
Mortgage banking and SBA income (loss)		879	(28)
Net loss on sale of investment securities		(3)	(4)
Total non-interest income		7,068	5,343
NON-INTEREST EXPENSE:
Salaries and employee benefits		18,828	15,817
Occupancy expense		2,735	2,293
Depreciation, amortization and maintenance		2,416	2,317
Marketing expense		1,102	913
Intangible amortization expense		568	474
FDIC insurance		432	553
Merger and restructuring charges			838
Professional fees		1,211	1,029
Classified loan and other real estate owned related expense		268	292
Other		7,807	5,807
Total non-interest expense		35,367	30,333
Income before income taxes		11,875	7,250
Income tax expense		3,520	2,227
NET INCOME		$ 8,355	$ 5,023
EARNINGS PER SHARE - Basic (in dollars per share)	[1]	$ 0.11	$ 0.07
EARNINGS PER SHARE - Diluted (in dollars per share)	[1]	0.11	$ 0.07
DIVIDENDS DECLARED PER SHARE		$ 0.06
Average common shares outstanding - Basic (in shares)		70,041,340	76,162,515
Average common shares outstanding - Diluted (in shares)		70,822,040	76,993,671
[1]	*Net earnings per share for both common shares and participating securities

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Net income	$ 8,355	$ 5,023
Unrealized gains (losses) on securities:
Unrealized holding gains on available for sale securities arising during the period (net of deferred tax of $15 and $2,519 for the three months ended March 31, 2017 and 2016, respectively)	25	4,370
Accretion of unrealized losses on available-for-sale securities transferred to held-to-maturity (net of deferred tax of $75 and $76 for the three months ended March 31, 2017 and 2016, respectively)	132	131
Reclassification adjustment for net (gains) losses on available for sale securities included in net income (net of tax of $1 for both the three months ended March 31, 2017 and 2016)	2	3
Defined benefit pension plans:
Pension gains, other postretirement and postemployment benefit plan adjustments (net of tax of $232 for both the three months ended March 31, 2017 and 2016)	329	308
Total other comprehensive income	488	4,812
Comprehensive income	$ 8,843	$ 9,835

CONDENSED CONSOLIDATED STATEME6

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Unrealized holding gains on available-for-sale securities arising during the period, deferred tax	$ 15	$ 2,519
Accretion of unrealized losses on available-for-sale securities transferred to held-to-maturity, deferred tax	75	76
Reclassification adjustment for net (gains) losses on available-for-sale securities included in net income, tax	1	1
Pension gains, other postretirement and postemployment benefit plan adjustments, tax	$ 232	$ 232

CONDENSED CONSOLIDATED STATEME7

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY - USD ($) $ in Thousands	Common Stock	Additional Paid in Capital	Common Stock held by KSOP	Retained Earnings	Treasury Stock	Accumulated Other Comprehensive Loss	Total
BALANCE, beginning at Dec. 31, 2015						$ (23,374)
Increase (Decrease) in Stockholders' Equity
Net income							$ 5,023
Net unrealized gain on AFS securities arising during the period (net of deferred tax of $15)							4,370
Accretion of unrealized losses on AFS securities transferred to HTM during the period (net of deferred tax of $75)						131	131
Reclassification adjustment for net gains on AFS securities included in net income (net of tax of $1)							3
Pension, other post retirement and postemployment benefit plan adjustments (net of tax of $232)							308
BALANCE, ending at Mar. 31, 2016						(18,562)
BALANCE, beginning at Dec. 31, 2015						(23,374)
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
Increase (Decrease) in Stockholders' Equity
Net income				8,355			8,355
Dividends declared ($0.06 per share)				(4,382)			(4,382)
KSOP shares committed to be released		501	617				1,118
Stock option expense		311					311
Restricted stock expense		3,722					3,722
Effect of change in accounting principle adoption of ASU 2016-09 stock based compensation | ASU 2016-09				(500)			(500)
Stock options exercised	$ 8	7,849					7,857
Stock options exercised (in shares)	823,487
Purchase of treasury stock including shares withheld to cover tax liabilities					(759)		(759)
Equity Plan shares granted from treasury stock, net		(1,063)			1,063
Net unrealized gain on AFS securities arising during the period (net of deferred tax of $15)						25	25
Accretion of unrealized losses on AFS securities transferred to HTM during the period (net of deferred tax of $75)						132	132
Reclassification adjustment for net gains on AFS securities included in net income (net of tax of $1)						2	2
Pension, other post retirement and postemployment benefit plan adjustments (net of tax of $232)						329	329
BALANCE, ending at Mar. 31, 2017	$ 842	$ 784,245	$ (28,929)	$ 403,093	$ (103,940)	$ (25,345)	$ 1,029,966
BALANCE, ending (in shares) at Mar. 31, 2017	84,207,404

CONDENSED CONSOLIDATED STATEME8

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
Dividend declared (in dollars per share)	$ 0.06
Net unrealized gain on AFS securities arising during the period, deferred tax	$ 15	$ 2,519
Accretion of unrealized losses on AFS securities transferred to HTM during the period, deferred tax	75	76
Reclassification adjustment for net gains on AFS securities included in net income, tax	1	1
Pension, other postretirement and postemployment benefit plan adjustments, tax	$ 232	$ 232

CONDENSED CONSOLIDATED STATEME9

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
OPERATING ACTIVITIES:
Net income	$ 8,355	$ 5,023
Adjustment to reconcile net income to net cash provided by operating activities:
Provision for loan and lease losses	600
Depreciation and amortization	1,574	1,517
Intangible amortization	568	474
Net loss on sale of investments	3	4
Accretion of discount on investments	(54)	(74)
Amortization of premium on investments	1,206	1,444
Gain on sale of loans	(718)	(84)
Net loss from disposition of premises and equipment	3	46
Net gain on sale of other real estate		(53)
Amortization of KSOP	1,118	855
Decrease (Increase) in bank owned life insurance	773	(268)
Stock based compensation	3,533	830
Origination of loans held for sale	(4,444)	(2,891)
Proceeds from sale of loans	14,019	4,158
Changes in assets and liabilities:
Accrued interest receivable	(80)	(496)
Accrued interest payable	67	(281)
Income taxes receivable	2,931	703
Other liabilities	(6,094)	(1,442)
Other assets	(2,313)	648
Net cash provided by operating activities	21,047	10,113
INVESTING ACTIVITIES:
Loans and leases originated or acquired	(310,022)	(368,828)
Principal repayment on loans and leases	254,775	156,673
Proceeds from maturities, calls or repayments of investment securities available for sale	20,972	87,355
Proceeds from maturities, calls or repayments of investment securities held to maturity	42,545	22,625
Net purchases of money market and mutual funds	(8,007)	(8,406)
Net purchases of Federal Home Loan Bank stock	(2,000)
Proceeds from sale of other real estate owned	620	868
Purchases of premises and equipment	(435)	(868)
Cash provided by other investing activities	150	219
Net cash used in investing activities	(1,402)	(110,362)
FINANCING ACTIVITIES:
Increase in borrowed funds	130,000	5,008
Repayment of borrowed funds	(79,996)	(5,003)
Net increase in checking, savings and demand accounts	64,998	54,916
Net (decrease) increase in time deposits	(4,330)	3,651
Cash dividend paid to stockholders	(4,382)
Proceeds from the exercise of stock options	9,952	1,503
Cash paid to tax authorities related to stock based compensation awards	(2,854)	(530)
Purchase of treasury stock in open market		(81,451)
Net cash provided by (used in) financing activities	113,388	(21,906)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	133,033	(122,155)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	287,046	233,920
CASH AND CASH EQUIVALENTS, END OF PERIOD	420,079	111,765
SUPPLEMENTAL DISCLOSURES OF CASH FLOW AND NON-CASH INFORMATION:
Cash payments for interest	6,553	4,975
Cash payments for income taxes	589	1,533
Transfers of loans to other real estate owned	$ 144	$ 366

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2017
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles in the United States of America (“GAAP”) for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. These financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes thereto contained in the Annual Report on Form 10-K filed by Beneficial Bancorp, Inc. (the “Company” or “Beneficial”) with the U.S. Securities and Exchange Commission on February 27, 2017. The results for the three months ended March 31, 2017 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2017 or any other period. Principles of Consolidation The unaudited interim condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Specifically, the financial statements include the accounts of Beneficial Bank (the “Bank”), the Company’s wholly owned subsidiary, and the Bank’s wholly owned subsidiaries. The Bank’s wholly owned subsidiaries include: (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 (formerly BSB Union Corporation), an equipment leasing company. Additionally, the Bank has subsidiaries that hold other real estate acquired in foreclosure or transferred from the real estate loan portfolio. All significant intercompany accounts and transactions have been eliminated. 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 included in one reportable operating segment: community banking as outlined under guidance in the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC” or “codification”) Topic 280 for Segment Reporting. Use of Estimates in the Preparation of Financial Statements These unaudited interim condensed consolidated financial statements are prepared in conformity with GAAP. The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Significant estimates include the allowance for loan losses, goodwill, other intangible assets, income taxes, postretirement benefits, and the fair value of investment securities. Actual results could differ from those estimates and assumptions.

NATURE OF OPERATIONS

NATURE OF OPERATIONS	3 Months Ended
	Mar. 31, 2017
NATURE OF OPERATIONS
NATURE OF OPERATIONS	NOTE 2 — NATURE OF OPERATIONS The Company is a Maryland corporation that was incorporated in August 2014 to be the successor to Beneficial Mutual Bancorp, Inc. (“Beneficial Mutual Bancorp”) upon completion of the second-step conversion of the Bank from the two-tier mutual holding company structure to the stock holding company structure. Beneficial Savings Bank MHC was the former mutual holding company for Beneficial Mutual Bancorp prior to completion of the second-step conversion. Upon the completion of 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. The consolidated financial statements include the accounts of the Company, the Bank, a Pennsylvania chartered savings bank, and the Bank’s subsidiaries. The Company owns 100% of the issued and outstanding common stock of the Bank. The Bank offers a variety of consumer and commercial banking services to individuals, businesses, and nonprofit organizations through 62 offices throughout the Philadelphia and Southern New Jersey area. The Bank is supervised and regulated by the Pennsylvania Department of Banking and Securities and the Federal Deposit Insurance Corporation (the “FDIC”). The Company is regulated by the Board of Governors of the Federal Reserve System. The deposits of the Bank are insured up to the applicable legal limits by the Deposit Insurance Fund of the FDIC.

ACQUISITION OF CONESTOGA BANK

ACQUISITION OF CONESTOGA BANK	3 Months Ended
	Mar. 31, 2017
ACQUISITION OF CONESTOGA BANK
ACQUISITION OF CONESTOGA BANK	NOTE 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 and 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 subsequently merged Conestoga Bank 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 March 31, 2017. 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 $47.0 million, which will not be amortizable and is not deductible for tax purposes. The Company allocated the total balance of goodwill to its banking reporting unit. As of March 31, 2017, the Company finalized its fair value estimates related to the 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-K for the year ended December 31, 2016: Goodwill Conestoga Bank reported as of December 31, 2016 $ Effect of adjustments to: Loans and leases ) Deferred tax asset Total adjustments ) Adjusted goodwill Conestoga Bank as of March 31, 2017 $ The changes to goodwill during the three months ended March 31, 2017 are primarily due to final market values received on assets acquired and adjustments to deferred tax assets.

CHANGES IN AND RECLASSIFICATION

CHANGES IN AND RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)	3 Months Ended
	Mar. 31, 2017
CHANGES IN AND RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
CHANGES IN AND RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)	NOTE 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 three months ended March 31, 2017 and March 31, 2016. All amounts are presented net of tax. Net unrealized holding gains on available-for-sale Defined benefit (Dollars in thousands) securities pension plan items Total Beginning balance, January 1, 2017 $ ) $ ) $ ) Changes in other comprehensive loss before reclassifications: Unrealized holding gains on AFS securities — Accretion of unrealized losses on AFS securities transferred to HTM — Amount reclassified from accumulated other comprehensive loss Net current-period other comprehensive income Ending balance, March 31, 2017 $ ) $ ) $ ) Net unrealized holding gains on 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 gains on AFS securities — Accretion of unrealized losses on AFS securities transferred to HTM — Amount reclassified from accumulated other comprehensive loss Net current-period other comprehensive income Ending balance, March 31, 2016 $ $ ) $ ) The following tables present reclassifications out of AOCI by component for the three months ended March 31, 2017 and March 31, 2016: For the Three Months Ended March 31, 2017 (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 AFS securities ) Income tax benefit $ Net of tax Amortization/(accretion) of defined benefit pension items Prior service costs $ )(1) Other non-interest expense Net recognized actuarial losses (1) Other non-interest expense $ Total before tax ) Income tax benefit $ Net of tax (1) These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension cost. See Note 14 - Pension and Other Postretirement Benefits for additional details. For the Three Months Ended March 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 AFS securities ) Income tax benefit $ Net of tax Amortization/(accretion) of defined benefit pension items Prior service costs $ )(1) Other non-interest expense Net recognized actuarial losses (1) Other non-interest expense $ Total before tax ) Income tax benefit $ Net of tax (1) These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension cost. See Note 14 - Pension and Other Postretirement Benefits for additional details.

EARNINGS PER SHARE

EARNINGS PER SHARE	3 Months Ended
	Mar. 31, 2017
EARNINGS PER SHARE
EARNINGS PER SHARE	NOTE 5 — EARNINGS PER SHARE The following table presents a calculation of basic and diluted earnings per share for the three months ended March 31, 2017 and 2016. 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 savings and stock ownership plan (“KSOP”) shares and unvested restricted stock shares. Since the Company paid dividends during the three months ended March 31, 2017, the Company was required to use the two-class method for 2017 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 is 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 three months ended March 31, 2017. See Note 15 for further discussion of stock grants. For the Three Months Ended (Dollars in thousands, except share and per share amounts) 2017 2016 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 three months ended March 31, 2017 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 three months ended March 31, 2017, there were no stock options that were anti-dilutive. For the three months ended March 31, 2016, there were 185,544 outstanding options that were anti-dilutive and therefore excluded from the earnings per share calculation.

INVESTMENT SECURITIES

INVESTMENT SECURITIES	3 Months Ended
	Mar. 31, 2017
INVESTMENT SECURITIES
INVESTMENT SECURITIES	NOTE 6 — INVESTMENT SECURITIES The amortized cost and estimated fair value of investments in debt and equity securities at March 31, 2017 and December 31, 2016 are as follows: March 31, 2017 Investment Securities Available-for-Sale Gross Gross Estimated Amortized Unrealized Unrealized Fair (Dollars in thousands) Cost Gains Losses Value Equity Securities $ $ $ — $ U.S. Government Sponsored Enterprise (“GSE”) and Agency Notes — Ginnie Mae guaranteed mortgage certificates — GSE mortgage-backed securities GSE collateralized mortgage obligations Municipal bonds — Corporate securities — Money market and mutual funds — Total $ $ $ $ March 31, 2017 Investment Securities Held-to-Maturity Gross Gross Estimated Amortized Unrealized Unrealized Fair (Dollars in thousands) Cost Gains Losses Value GSE mortgage-backed securities $ $ $ $ GSE collateralized mortgage obligations Municipal bonds — Foreign bonds — Total $ $ $ $ December 31, 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 and mutual funds — 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 $ $ $ $ During the three months ended March 31, 2017, the Bank sold $88 thousand of mutual funds that resulted in a loss of $3 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 March 31, 2017 and December 31, 2016: At March 31, 2017 Less than 12 months 12 months or longer Total Unrealized Unrealized Unrealized (Dollars in thousands) Fair Value Losses Fair Value Losses Fair Value Losses Mortgage-backed securities $ $ $ $ $ $ Collateralized mortgage obligations Subtotal, debt securities $ $ $ $ $ $ Mutual Funds — — Total temporarily impaired securities $ $ $ $ $ $ At December 31, 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 $ $ $ $ $ $ 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 $8.6 million related to its GSE mortgage-backed securities as of March 31, 2017. Additionally, the Company had an unrealized loss of $377 thousand on GSE collateralized mortgage obligations and an unrealized loss of $4 thousand on mutual funds as of March 31, 2017. 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 0.3% as of March 31, 2017. 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 1.6% as of March 31, 2017. 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 March 31, 2017. 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 1.5% as of March 31, 2017. The Company’s investments that were in a loss position for less than 12 months included GSE CMOs with an unrealized loss of 0.5%. 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 March 31, 2017. The following table sets forth the stated maturities of the investment securities at March 31, 2017 and December 31, 2016. 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. March 31, 2017 December 31, 2016 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 Equity 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 March 31, 2017 and December 31, 2016, $96.7 million and $90.7 million, respectively, of securities were pledged to secure municipal deposits. At March 31, 2017 and December 31, 2016, the Company had $630 thousand and $500 thousand, respectively, of securities pledged as collateral on interest rate swaps.

LOANS

LOANS	3 Months Ended
	Mar. 31, 2017
LOANS
LOANS	NOTE 7 — LOANS Loans at March 31, 2017 and December 31, 2016 are summarized as follows: (Dollars in thousands) March 31, December 31, 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 $ $ During the quarter ended March, 31, 2017, the Company recorded a $668 thousand net gain on the sale of $7.3 million of guaranteed Small Business Administration (“SBA”) loans that is included in “mortgage banking and SBA income” on the consolidated statements of income. The Bank retained the $2.4 million unguaranteed portion of the loans and the related servicing rights for the outstanding balance of the loans and receives a 1.0% servicing fee from the purchaser of the loans. As of March 31, 2017, the Company had $421 thousand of residential loans held for sale compared to $2.0 million of residential loans held for sale at December 31, 2016. These loans are carried at the lower of cost or estimated fair value, on an aggregate basis. Loans held for sale are loans originated by the Bank to be sold to a third party who is under contractual obligation to purchase the loans from the Bank. For the three months ended March 31, 2017, the Bank sold residential mortgage loans with an unpaid principal balance of approximately $6.0 million, and recorded mortgage banking income of approximately $225 thousand. For the three months ended March 31, 2016, the Bank sold residential mortgage loans with an unpaid principal balance of approximately $19.5 million, and recorded mortgage banking income of approximately $854 thousand. The Bank retained the related servicing rights for the loans that were sold to Fannie Mae and receives a 25 basis point servicing fee from the purchaser of the loans. Commercial loans include shared national credits, which are participations in loans or loan commitments of at least $20.0 million that are shared by three or more banks. Included in the shared national credit portfolio are purchased participations and assignments in leveraged lending transactions. Leveraged lending transactions are generally used to support a merger- or acquisition-related transaction, to back a recapitalization of a company’s balance sheet or to refinance debt. When considering a participation in the leveraged lending market, the Company will participate only in first lien senior secured term loans that are highly rated (investment grade) by the rating agencies and that trade in active secondary markets. The Company actively monitors the secondary market for these types of loans to ensure that it maintains flexibility to sell such loans in the event of deteriorating credit quality. To further minimize risk and based on our current capital levels and loan portfolio, the Company has limited the total amount of leveraged loans to $150.0 million with no single obligor exceeding $15.0 million while maintaining single industry concentrations below 30% of the leveraged lending limit. The Company may reevaluate these limits in future periods. The shared national credit loans are typically variable rate with terms ranging from one to seven years. At March 31, 2017, shared national credits totaled $200.3 million, which included $75.4 million of leveraged lending transactions. During the quarter ended March 31, 2017, one shared national credit for $9.6 million was downgraded to doubtful and changed to non-accrual status based on the results of a shared national credit examination performed by regulators during the first quarter of 2017. The Company has reviewed the status of this shared national credit and determined that no charge-off or specific reserves were required as of March 31, 2017. All other shared national credits were classified as pass rated as of March 31, 2017 as all payments are current and the loans are performing in accordance with their contractual terms. Allowance for Loan Losses The allowance for loan losses is a valuation allowance for probable losses inherent in the loan portfolio. The Company evaluates the appropriateness of the allowance for loan losses balance on loans on a quarterly basis. When additional allowances are necessary, a provision for loan losses is charged to earnings and, when less allowances are necessary, a credit is taken. As of March 31, 2017, 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. 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 March 31, 2017 or December 31, 2016. The summary activity in the allowance for loan losses for all portfolios for the three months ended March 31, 2017 and 2016, and for the year ended December 31, 2016, is as follows: Three Months Ended Year Ended March 31, December 31, (Dollars in thousands) 2017 2016 2016 Balance, beginning of year $ $ $ Provision for loan losses — Charge-offs ) ) ) Recoveries Balance, end of period $ $ $ The following table sets forth the activity in the allowance for loan losses by portfolio for the three months ended March 31, 2017 and the year ended December 31, 2016: COMMERCIAL RESIDENTIAL CONSUMER March 31, 2017 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 (1) — — — — — — — — — — Total Allowance $ $ $ $ $ $ $ $ $ $ Financing receivable: Ending balance Individually evaluated for impairment $ $ $ — $ — $ $ $ $ — $ — $ Collectively evaluated for impairment Loans acquired with deteriorated quality (1) — — — — Total Portfolio $ $ $ $ $ $ $ $ $ $ (1) Loans acquired with deteriorated credit quality are evaluated on an individual basis. 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 (1) — — — — — — — — — — Total Allowance $ $ $ $ $ $ $ $ $ $ Financing receivable: Ending balance Individually evaluated for impairment $ $ $ — $ — $ $ $ $ — $ — $ Collectively evaluated for impairment Loans acquired with deteriorated quality (1) — — — — Total Portfolio $ $ $ $ $ $ $ $ $ $ (1) Loans acquired with deteriorated credit quality are evaluated on an individual basis. The provision for loan losses charged to expense is based upon past loan loss experience and an evaluation of estimated losses in the current loan portfolio, including the evaluation of impaired loans under FASB ASC Topic 310 for Loans and Debt Securities. Under FASB ASC Topic 310 for Receivables, for all loan segments a loan is considered to be impaired when, based upon current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan. An insignificant delay or insignificant shortfall in amount of payments does not necessarily result in the loan being identified as impaired. When all or a portion of the loan is deemed uncollectible, the uncollectible portion is charged-off. The measurement is based either on the fair value of the collateral if the loan is collateral dependent, the liquidation value, or the present value of expected future cash flows discounted at the loan’s effective interest rate. Most of the Company’s commercial loans are collateral dependent and, therefore, the Company uses the value of the collateral to measure the loss. Any collateral or discounted cash flow deficiency for loans that are 90 days past due are charged-off. Impairment losses are included in the provision for loan losses. Large groups of homogeneous loans are collectively evaluated for impairment, except for those loans restructured under a troubled debt restructuring. Classified Loans The Bank’s credit review process includes a risk classification of all commercial and residential loans that includes pass, special mention, substandard and doubtful. The classification of a loan may change based on changes in the creditworthiness of the borrower. The description of the risk classifications are as follows: A loan is classified as pass when payments are current and it is performing under the original contractual terms. A loan is classified as special mention when the borrower exhibits potential credit weakness or a downward trend which, if not checked or corrected, will weaken the asset or inadequately protect the Bank’s position. While potentially weak, the borrower is currently marginally acceptable; no loss of principal or interest is envisioned. A loan is classified as substandard when the borrower has a well-defined weakness or weaknesses that jeopardize the orderly liquidation of the debt. A substandard loan is inadequately protected by the current net worth and paying capacity of the obligor, normal repayment from this borrower is in jeopardy, and there is a distinct possibility that a partial loss of interest and/or principal will occur if the deficiencies are not corrected. A loan is classified as doubtful when a borrower has all weaknesses inherent in a loan classified as substandard with the added provision that: (1) the weaknesses make collection of debt in full on the basis of currently existing facts, conditions and values highly questionable and improbable; (2) serious problems exist to the point where a partial loss of principal is likely; and (3) the possibility of loss is extremely high, but because of certain important, reasonably specific pending factors which may work to the advantage and strengthening of the assets, its classification as an estimated loss is deferred until its more exact status may be determined. Pending factors include proposed merger, acquisition, or liquidation procedures, capital injection, perfecting liens and additional refinancing plans. The Company charges-off the collateral or discounted cash flow deficiency on all loans classified as substandard or worse. In all cases, loans are placed on non-accrual when 90 days past due or earlier if collection of principal or interest is considered doubtful. The following tables set forth the amounts and percentage of the portfolio of classified asset categories for the commercial and residential loan portfolios at March 31, 2017 and December 31, 2016: Commercial and Residential Loans Credit Risk Internally Assigned (Dollars in thousands) March 31, 2017 Commercial Commercial Small Business Commercial Residential Real Estate Business Leases Construction Real Estate Total Grade Pass $ % $ % $ % $ % $ % $ % Special Mention % % — — % — — % — — % % Substandard % % — — % — — % — % % Doubtful — — % % — — % — — % — — % — % Total $ % $ % $ % $ % $ % $ % December 31, 2016 Commercial Commercial Small Business Commercial Residential Real Estate Business Leases 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 increase in doubtful loans can be attributed to the downgrade to doubtful and change to non-accrual of a $9.6 million shared national credit. The Company has reviewed the status of this shared national credit and determined that no charge off or specific reserves were required as of March 31, 2017. Non-performing consumer loans include loans on non-accrual status and education loans that are greater than 90 days delinquent. The following tables set forth the consumer loan risk profile based on payment activity as of March 31, 2017 and December 31, 2016: Consumer Credit Exposure Credit Risk Profile Based on Payment Activity (Dollars in thousands) March 31, 2017 Home Equity & Lines of Personal Education Auto Total Performing $ % $ % $ % $ % $ % Non-performing % % % — — % % Total $ % $ % $ % $ % $ % December 31, 2016 Home Equity & Lines of Personal Education Auto Total Performing $ % $ % $ % $ % $ % Non-performing — % — % % — — % % Total $ % $ % $ % $ % $ % 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 March 31, 2017, are as follows: March 31, (Dollars in thousands) 2017 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 March 31, 2017: Accretable (Dollars in thousands) Discount Balance, April 14, 2016 $ Accretion ) Balance, March 31, 2017 $ Loan Delinquencies and Non-accrual Loans The Company monitors the past due and non-accrual status of loans in determining the loss classification, impairment status and the allowance for loan losses. Generally, all loans past due 90 days or more are put on non-accrual status. Education loans greater than 90 days delinquent continue to accrue interest as they are U.S. government guaranteed with little risk of credit loss. The following tables provide information about delinquent and non-accrual loans in the Company’s portfolio at the dates indicated: Aged Analysis of Past Due and Non-accrual Financing Receivables As of March 31, 2017 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 $9.6 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, 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. Troubled Debt Restructured Loans The Bank determines whether a restructuring of debt constitutes a troubled debt restructuring (“TDR”) in accordance with guidance under FASB ASC Topic 310 Receivables. The Bank considers a loan a TDR when the borrower is experiencing financial difficulty and the Bank grants a concession that it would not otherwise consider but for the borrower’s financial difficulties. A TDR includes a modification of debt terms or assets received in satisfaction of the debt (including a foreclosure or a deed in lieu of foreclosure) or a combination of types. The Bank evaluates selective criteria to determine if a borrower is experiencing financial difficulty, including the ability of the borrower to obtain funds from sources other than the Bank at market rates. The Bank considers all TDR loans as impaired loans and, generally, they are put on non-accrual status. The Bank will not consider the loan a TDR if the loan modification was made for customer retention purposes and the modification reflects prevailing market conditions. The Bank’s policy for returning a loan to accruing status requires the preparation of a well-documented credit evaluation, which includes the following: · A review of the borrower’s current financial condition in which the borrower must demonstrate sufficient cash flow to support the repayment of all principal and interest including any amounts previously charged-off; · An updated appraisal or home valuation, which must demonstrate sufficient collateral value to support the debt; · Sustained performance based on the restructured terms for at least six consecutive months; and · Approval by the Special Assets Committee, which consists of the Chief Credit Officer, the Chief Financial Officer and other members of senior management. The following table summarizes loans whose terms were modified in a manner that met the definition of a TDR as of March 31, 2017 and 2016. March 31, March 31, 2017 2016 (Dollars in thousands) No. of Balance No. of Balance Commercial: Commercial real estate $ — $ — Commercial business loans — — Total commercial — — Residential: Residential real estate Total real estate loans Consumer loans: Home equity & lines of credit — — Total consumer loans — — Total loans $ $ The following tables summarize information about TDRs as of and for the three months ended March 31, 2017 and 2016: For the Three Months 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 — — 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 Three Months 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 — — 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 Receivables. The fair value of impaired loans is estimated using one of several methods, including collateral value, liquidation value or discounted cash flows. However, collateral value is predominantly used to assess the fair value of an impaired loan. Those impaired loans not requiring an allowance represent loans for which the fair value of the collateral or expected repayments exceed the recorded investments in such loans. Components of Impaired Loans Impaired Loans Year to Date March 31, 2017 (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 — — — Residential Construction — — — Home Equity and Lines of Credit — — — Personal — — — — — — Education — — — — — — Auto — — — — — — Total Impaired Loans: $ $ $ — $ $ — $ — Commercial — — — Residential — — — Consumer — — — Total $ $ $ $ $ $ The impaired loans table above does not include $9.6 million of loans acquired with deteriorated credit quality, which have been recorded at their fair value at acquisition. 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 Construction — — — — — Residential Real Estate — — — — — — Residential Construction — — — Home Equity and Lines of Credit — — — Personal — — — Education — — — — — Auto — — — — — Total Impaired Loans: $ $ $ — $ $ $ — Commercial — — Residential — — — Consumer — — — Total $ $ $ — $ $ $ — 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 March 31, 2017. The increase in impaired loans can be attributed to the downgrade to doubtful and change to non-accrual of a $9.6 million shared national credit. The Company has reviewed the status of this shared national credit and determined that no charge off or specific reserves were required as of March 31, 2017. Interest income that would have been recorded for the three months ended March 31, 2017, had impaired loans been current according to their original terms, amounted to $302 thousand. Non-performing loans (which include non-accrual loans and loans past due 90 days or more and still accruing) at March 31, 2017 and December 31, 2016 amounted to $40.7 million and $27.7 million, respectively, and included $16.8 million and $14.8 million, respectively, of government guaranteed student loans.

GOODWILL AND OTHER INTANGIBLES

GOODWILL AND OTHER INTANGIBLES	3 Months Ended
	Mar. 31, 2017
GOODWILL AND OTHER INTANGIBLES
GOODWILL AND OTHER INTANGIBLES	NOTE 8 — GOODWILL AND OTHER INTANGIBLES The goodwill and other intangible assets arising from acquisitions accounted for in accordance with the accounting guidance in FASB ASC Topic 350 Intangibles - Goodwill and Other. The Company recorded goodwill of $47.0 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 March 31, 2017, the other intangibles consisted of $2.4 million of core deposit intangibles, which are amortized over an estimated useful life of ten years, and $1.5 million of customer list intangibles, which are amortized over an estimated useful life of between four and six years. Goodwill and other intangibles at March 31, 2017 are summarized below. (Dollars in thousands) Goodwill Intangibles Balance at January 1, 2017 $ $ Adjustment for Conestoga Bank ) — Amortization — ) Balance at March 31, 2017 $ $ 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 the banking unit continued to be in excess of its carrying amount as of December 31, 2016. 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. Although we concluded that no impairment of goodwill existed for Beneficial Insurance Services, LLC, Beneficial Insurance Services, LLC has experienced declining revenues and profitability over the past few years and any further declines in financial performance for Beneficial Insurance Services, LLC could result in potential goodwill impairment in future periods. During the three months ended March 31, 2017, the Company noted no indicators of impairment as it relates to goodwill or other intangibles.

OTHER ASSETS

OTHER ASSETS	3 Months Ended
	Mar. 31, 2017
OTHER ASSETS
OTHER ASSETS	NOTE 9 — OTHER ASSETS The following table provides selected information on other assets at March 31, 2017 and December 31, 2016: March 31, December 31, (Dollars in thousands) 2017 2016 Investments in affordable housing and other partnerships $ $ Prepaid assets Net deferred tax assets Other real estate Fixed assets held for sale Servicing rights Prepaid and other assets Total other assets $ $ The Company follows the authoritative guidance under ASC 860-50 - Servicing Assets and Liabilities to account for its servicing rights. The Company utilizes the fair value measurement method to value its servicing rights at fair value in accordance with ASC 860-50. Under the fair value measurement method, the Company measures its servicing rights at fair value at each reporting date and reports changes in the fair value of its servicing rights in earnings in the period in which the changes occur. See Note 19 for further discussion of servicing rights.

DEPOSITS

DEPOSITS	3 Months Ended
	Mar. 31, 2017
DEPOSITS
DEPOSITS	NOTE 10 — DEPOSITS Deposits consisted of the following major classifications at March 31, 2017 and December 31, 2016: March 31, % of Total December 31, % of Total (Dollars in thousands) 2017 Deposits 2016 Deposits Non-interest bearing deposits $ % $ % Interest-earning checking accounts % % Municipal checking accounts % % Money market accounts % % Savings accounts % % Certificates of deposit % % Total deposits $ % $ %

BORROWED FUNDS

BORROWED FUNDS	3 Months Ended
	Mar. 31, 2017
BORROWED FUNDS
BORROWED FUNDS	NOTE 11 — BORROWED FUNDS Borrowed funds at March 31, 2017 and December 31, 2016 are summarized as follows: (Dollars in thousands) March 31, December 31, FHLB advances $ $ Statutory trust debenture Total borrowed funds $ $ The Company increased borrowings by $50.0 million during the three months ended March 31, 2017 to replace higher cost brokered certificates of deposit and to fund organic loan growth. The incremental borrowing amount resulted from previously entered into forward-starting advances with the FHLB in 2015 and 2016 and have a weighted average interest rate of 1.98% and a weighted average life of 3.4 years. The Company’s borrowing capacity with the FHLB of Pittsburgh is collateralized by loans. At March 31, 2017 and December 31, 2016, loans in the amount of $2.5 billion and $2.4 billion, respectively, collateralized the Company’s total borrowing capacity with the FHLB of Pittsburgh of $1.8 billion at both period ends. At March 31, 2017, remaining borrowings available with the FHLB were $1.3 billion. The Company also pledges loans to secure its available borrowing capacity at the Federal Reserve Bank of Philadelphia. At March 31, 2017 and December 31, 2016, loans in the amount of $262.3 million and $265.6 million, respectively, were pledged to secure the Company’s borrowing capacity at the Federal Reserve Bank of Philadelphia of $192.1 million and $192.6 million, respectively.

REGULATORY CAPITAL REQUIREMENTS

REGULATORY CAPITAL REQUIREMENTS	3 Months Ended
	Mar. 31, 2017
REGULATORY CAPITAL REQUIREMENTS
REGULATORY CAPITAL REQUIREMENTS	NOTE 12 — REGULATORY CAPITAL REQUIREMENTS The Company and the Bank are 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 Company’s and 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 assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The 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 March 31, 2017, 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 March 31, 2017 and December 31, 2016: To Be Well For Capital Under Prompt Actual Adequacy Purposes Action Provisions (Dollars in thousands) Capital Ratio Capital Ratio Capital Ratio As of March 31, 2017: 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, 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) % % % The following table summarizes the Bank’s compliance with applicable regulatory capital requirements as of March 31, 2017 and December 31, 2016: To Be Well For Capital Under Prompt Actual Adequacy Purposes Action Provisions (Dollars in thousands) Capital Ratio Capital Ratio Capital Ratio As of March 31, 2017: 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, 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) % % %

INCOME TAXES

INCOME TAXES	3 Months Ended
	Mar. 31, 2017
INCOME TAXES
INCOME TAXES	NOTE 13 — INCOME TAXES For the three months ended March 31, 2017, we recorded a provision for income taxes of $3.5 million, reflecting an effective tax rate of 29.6%, compared to a provision for income taxes of $2.2 million, reflecting an effective tax rate of 30.7%, for the three months ended March 31, 2016. During the three months ended March 31, 2017, the effective tax rate was lowered as a result of the excess tax benefit recognized of $1.1 million related to the exercise of stock options and the vesting of stock awards in accordance with the revised standards associated with accounting for stock based compensation. Previously, this benefit was recorded as a component of additional paid in capital. As of March 31, 2017, the Company had net deferred tax assets totaling $44.4 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 March 31, 2017. However, if an unanticipated event occurs that materially changes pre-tax and taxable income in future periods, an increase in the valuation allowance may become necessary and it could be material to the Company’s financial statements.

PENSION AND OTHER POSTRETIREMEN

PENSION AND OTHER POSTRETIREMENT BENEFITS	3 Months Ended
	Mar. 31, 2017
PENSION AND OTHER POSTRETIREMENT BENEFITS
PENSION AND OTHER POSTRETIREMENT BENEFITS	NOTE 14 — PENSION AND OTHER POSTRETIREMENT BENEFITS The Bank has noncontributory defined benefit pension plans covering many of its employees. Additionally, the Company sponsors nonqualified supplemental employee retirement plans for certain participants. The Bank also provides certain postretirement benefits to qualified former employees. These postretirement benefits principally pertain to certain health and life insurance coverage. Information relating to these employee benefits program are included in the tables that follow. Effective June 30, 2008, the defined pension benefits for Bank employees were frozen at the current levels. Additionally, the Bank enhanced its 401(k) Plan and combined it with its Employee Stock Ownership Plan to fund employer contributions. Conestoga Bank had a defined benefit pension plan covering less than twenty employees. The Bank intends on combining this plan, which had been frozen by Conestoga Bank, into the Bank’s existing defined benefit pension plan. The components of net pension cost are as follows: (Dollars in thousands) Pension Benefits Other Postretirement Benefits Three Months Ended Three Months Ended 2017 2016 2017 2016 Service cost $ — $ — $ $ Interest cost Expected return on assets ) ) — — Amortization of loss Amortization/(accretion) of prior service cost — — ) ) Net periodic pension (benefit) cost $ ) $ ) $ $

STOCK BASED COMPENSATION

STOCK BASED COMPENSATION	3 Months Ended
	Mar. 31, 2017
STOCK BASED COMPENSATION
STOCK BASED COMPENSATION	NOTE 15 — 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 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. Under the 2016 Plan, the Company has granted 2,442,064 of restricted stock awards to employees, officers and directors, which reduced the Company’s outstanding additional paid in capital by $32.1 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. Restricted stock awards include performance awards granted to certain officers of the Company that will vest only if the Company exceeds threshold goals related to credit quality, return on average assets and total shareholder return. 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 three months ended March 31, 2017 was $3.2 million compared to $413 thousand for the three months ended March 31, 2016. The increase in expense in 2017 as compared to 2016 was primarily the result of the 2016 Omnibus Incentive Plan shares granted during the second quarter of 2016. The following table summarizes the non-vested stock award activity for the three months ended March 31, 2017: Summary of Non-vested Stock Award Activity Number of Weighted Non-vested Stock Awards outstanding, January 1, 2017 $ Issued Vested ) Forfeited ) Non-vested Stock Awards outstanding, March 31, 2017 The following table summarizes the non-vested stock award activity for the three months ended March 31, 2016: Summary of Non-vested Stock Award Activity Number of Weighted Non-vested Stock Awards outstanding, January 1, 2016 $ Issued Vested ) Forfeited ) Non-vested Stock Awards outstanding, March 31, 2016 The fair value of the 118,656 shares that vested during the three months ended March 31, 2017 was $2.0 million. The fair value of the 99,738 shares that vested during the three months ended March 31, 2016 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. The Company did not grant any options during the three months ended March 31, 2017 and 2016. All options issued contain vesting conditions that require the participant’s continued service. The options generally vest and are exercisable over five years. Compensation expense for the options totaled $290 thousand for the three months ended March 31, 2017, compared to $417 thousand for the three months ended March 31, 2016. A summary of option activity as of March 31, 2017 and changes during the three month period ended March 31, 2017 is presented below: Number of Options Weighted Exercise January 1, 2017 $ Granted — — Exercised ) Forfeited ) Expired — — March 31, 2017 A summary of option activity as of March 31, 2016 and changes during the three month period ended March 31, 2016 is presented below: Number of Options Weighted Exercise January 1, 2016 $ Granted — — Exercised ) Forfeited ) Expired — — March 31, 2016 The weighted average remaining contractual term was approximately 4.95 years and the aggregate intrinsic value was $13.1 million for options outstanding as of March 31, 2017. As of March 31, 2017, exercisable options totaled 1,601,034 with an average weighted exercise price of $9.42 per share, a weighted average remaining contractual term of approximately 4.43 years, and an aggregate intrinsic value of $10.5 million. The weighted average remaining contractual term was approximately 5.52 years and the aggregate intrinsic value was $13.4 million for options outstanding as of March 31, 2016. As of March 31, 2016, exercisable options totaled 2,306,651 with an average weighted exercise price of $9.49 per share, a weighted average remaining contractual term of approximately 4.75 years, and an aggregate intrinsic value of $9.7 million. As of March 31, 2017, there was $1.5 million of total unrecognized compensation cost related to options and $28.7 million in unrecognized compensation cost related to non-vested stock awards granted. As of March 31, 2016, there was $3.1 million of total unrecognized compensation cost related to options and $6.4 million in unrecognized compensation cost related to non-vested stock awards granted. The average weighted lives for the option expense were 1.92 and 2.59 years as of March 31, 2017 and March 31, 2016, respectively. The average weighted lives for the stock award expense were 2.27 and 3.90 years at March 31, 2017 and March 31, 2016, respectively.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2017
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 16 — COMMITMENTS AND CONTINGENCIES At March 31, 2017 and December 31, 2016, the Company had outstanding commitments to purchase or originate new loans aggregating $41.0 million and $162.2 million, respectively, commitments to customers on available lines of credit of $431.8 million and $380.5 million, respectively, commitments to fund commercial construction and other advances of $133.1 million and $135.1 million, respectively, and standby letters of credit of $26.8 million and $22.8 million, respectively. Commitments are issued in accordance with the same policies and underwriting procedures as settled loans. The Bank had a reserve for its unfunded commitments of $287 thousand and $234 thousand at March 31, 2017 and December 31, 2016, respectively. Periodically, there have been various claims and lawsuits against the Company, such as claims to enforce liens, condemnation proceedings on properties in which it holds security interests, claims involving the making and servicing of real property loans and other issues incident to its business. The Company is not a party to any pending legal proceedings that it believes would have a material adverse effect on its financial condition, results of operations or cash flows.

RECENT ACCOUNTING PRONOUNCEMENT

RECENT ACCOUNTING PRONOUNCEMENTS	3 Months Ended
	Mar. 31, 2017
RECENT ACCOUNTING PRONOUNCEMENTS
RECENT ACCOUNTING PRONOUNCEMENTS	NOTE 17 — RECENT ACCOUNTING PRONOUNCEMENTS In March 2017, the FASB issued ASU 2017-08: Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities. This Accounting Standards update amends guidance on the amortization period of premiums on certain purchased callable debt securities. Specifically, the amendments shorten the amortization period of premiums on certain purchased callable debt securities to the earliest call date. The amendments affect all entities that hold investments in callable debt securities that have an amortized cost basis in excess of the amount that is repayable by the issuer at the earliest call date. For public business entities, the amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company does not currently hold any callable debt securities with a premium. As a result, the Company does not anticipate an impact to the consolidated financial statements. Also in March 2017, the FASB issued ASU 2017-07: Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. Topic 715, Compensation—Retirement Benefits, requires an entity to present net periodic pension cost and net periodic postretirement benefit cost as a net amount that may be capitalized as part of an asset where appropriate. Users have communicated that the service cost component generally is analyzed differently from the other components of net periodic pension cost and net periodic postretirement benefit cost. To improve the consistency, transparency, and usefulness of financial information for users, the amendments in this update require that an employer report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The amendments in this update are effective for public business entities for annual periods beginning after December 15, 2017, including interim periods within those annual periods. The Company’s current accounting treatment and presentation of net periodic pension cost and net periodic postretirement benefit cost is consistent with the provisions in ASU-2017. As a result, the Company does not anticipate an impact to the consolidated financial statements. 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. 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 adopted the provisions of this update during the quarter ended March 31, 2017. For the quarter ended March 31, 2017, the Company made a policy election at the entity level to account for forfeitures of share-based payments by recognizing forfeitures of awards as they occur. This change was made because management does not anticipate significant future forfeitures of stock based awards. The impact of this change in accounting principle was accounted for using a modified retrospective transition method that included a cumulative-effect adjustment of $500 thousand to retained earnings. Also during the quarter ended March 31, 2017, the Company elected to prospectively present excess tax benefits associated with stock based compensation awards as an operating activity in the statement of cash flows. 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.

FAIR VALUE OF FINANCIAL INSTRUM

FAIR VALUE OF FINANCIAL INSTRUMENTS	3 Months Ended
	Mar. 31, 2017
FAIR VALUE OF FINANCIAL INSTRUMENTS
FAIR VALUE OF FINANCIAL INSTRUMENTS	NOTE 18 — 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 March 31, 2017: 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 — — Equity 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, 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 $ — $ $ — $ Level 1 Valuation Techniques and Inputs Included in this category are equity securities, money market funds, and mutual funds. 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 ICE Data Services 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 three months ended March 31, 2017 and 2016. Level 3 Investments Only For the Three Months Ended (Dollars in thousands) March 31, 2017 March 31, 2016 Mortgage Mortgage Balance, January 1, $ $ Additions Payments ) ) Decrease in fair value due to changes in valuation inputs or assumptions ) Balance, March 31, $ $ Level 3 Investments Only For the Three (Dollars in thousands) SBA Servicing Balance, January 1, $ Additions Payments ) Decrease in fair value due to changes in valuation inputs or assumptions ) Balance, March 31, $ The Company also has assets that, under certain conditions, are subject to measurement at fair value on a non-recurring basis. These include assets that are measured at the lower of cost or market value and had a fair value below cost at the end of the period as summarized below. A loan is impaired when, based on current information, the Company determines that it is probable that the Company will be unable to collect amounts due according to the terms of the loan agreement. The Company’s impaired loans are measured based on the estimated fair value of the collateral if the loans are collateral dependent or based on a discounted cash flow analysis if the loans are not collateral dependent. Assets measured at fair value on a nonrecurring basis are as follows: Balance (Dollars in thousands) March 31, 2017 Level 1 Level 2 Level 3 Gains/(Losses) Impaired loans $ $ — $ — $ $ — Other real estate owned — — — Balance (Dollars in thousands) March 31, 2016 Level 1 Level 2 Level 3 Gains/(Losses) Impaired loans $ $ — $ — $ $ ) Other real estate owned — — — In accordance with FASB ASC Topic 825 for Financial Instruments, Disclosures about Fair Value of Financial Instruments, the Company is required to disclose the fair value of financial instruments. The fair value of a financial instrument is the current amount that would be exchanged between willing parties, other than in a distressed sale. Fair value is best determined using observable market prices; however for many of the Company’s financial instruments no quoted market prices are readily available. In instances where quoted market prices are not readily available, fair value is determined using present value or other techniques appropriate for the particular instrument. These techniques involve some degree of judgment, and as a result, are not necessarily indicative of the amounts the Company would realize in a current market exchange. Different assumptions or estimation techniques may have a material effect on the estimated fair value. The following table sets forth the carrying and estimated fair value of the Company’s financial assets and liabilities for the periods indicated: Fair Value of Financial Instruments At 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 and leases, 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 and other contracts 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. Beginning January 1, 2013, the Company made the changes to better align its inputs, assumptions, and pricing methodologies with those used in its principal market by most dealers and major market participants. These changes in valuation methodology were applied prospectively as a change in accounting estimate and were immaterial to the Company’s financial statements. Accrued Interest Receivable/Payable - The carrying amounts of interest receivable/payable approximate fair value. Deposits - The fair value of checking and money market deposits and savings accounts is the amount reported in the consolidated financial statements. The carrying amount of checking, savings and money market accounts is the amount that is payable on demand at the reporting date. The fair value of time deposits is generally based on a present value estimate using rates currently offered for deposits of similar remaining maturity. Borrowed Funds - The fair value of borrowed funds is based on a present value estimate using rates currently offered. Commitments to Extend Credit and Letters of Credit - The majority of the Company’s commitments to extend credit and letters of credit carry current market interest rates if converted to loans and are not included in the table above. Because commitments to extend credit and letters of credit are generally unassignable by either the Company or the borrower, they only have value to the Company and the borrower. The estimated fair value approximates the recorded net deferred fee amounts, which are not significant. The fair value estimates presented herein are based on pertinent information available to management as of March 31, 2017 and December 31, 2016. 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 March 31, 2017 and December 31, 2016 and, therefore, current estimates of fair value may differ significantly from the amounts presented herein.

SERVICING RIGHTS

SERVICING RIGHTS	3 Months Ended
	Mar. 31, 2017
SERVICING RIGHTS
SERVICING RIGHTS	NOTE 19 — 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 March 31, 2017 and March 31, 2016, the Company serviced $136.8 million and $139.2 million of residential mortgage loans, respectively. During both the three months ended March 31, 2017 and March 31, 2016, the Company recognized servicing fee income of $87 thousand. The following is an analysis of the activity in the Company’s residential MSRs for the three months ended March 31, 2017 and 2016: Residential Mortgage Servicing Rights For the Three Months Ended March 31, Dollars in thousands 2017 2016 Balance, January 1, $ $ Additions Increases (decreases) in fair value due to: Changes in valuation input or assumptions ) Paydowns ) ) Balance, March 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 March 31, 2017, the key assumptions used to determine the fair value of the Company’s MSRs included a lifetime constant prepayment rate equal to 7.62%, a discount rate equal to 9.75% and an escrow earnings credit rate equal to 2.03%. At March 31, 2016, the key assumptions used to determine the fair value of the Company’s MSRs included a lifetime constant prepayment rate equal to 13.13%, a discount rate equal to 9.38% and an escrow earnings credit rate equal to 1.35%. At March 31, 2017 and March 31, 2016, the sensitivity of the current fair value of the residential mortgage servicing rights to immediate 10% and 20% favorable and unfavorable changes in key economic assumptions are included in the following table. Residential Residential Mortgage Servicing Rights Mortgage Servicing Rights (Dollars in thousands) March 31, 2017 March 31, 2016 Fair value of residential mortgage servicing rights $ $ Weighted average life (years) 8.3 years 4.7 years Prepayment speed % % Effect on fair value of a 20% increase $ ) $ ) Effect on fair value of a 10% increase ) ) Effect on fair value of a 10% decrease Effect on fair value of a 20% decrease Discount rate % % Effect on fair value of a 20% increase $ ) $ ) Effect on fair value of a 10% increase ) ) Effect on fair value of a 10% decrease Effect on fair value of a 20% decrease Escrow earnings credit % % Effect on fair value of a 20% increase $ $ Effect on fair value of a 10% increase Effect on fair value of a 10% decrease ) ) Effect on fair value of a 20% decrease ) ) The sensitivity calculations above are hypothetical and should not be considered to be predictive of future performance. As indicated, changes in fair value based on adverse changes in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also, in this table, the effect of an adverse variation in a particular assumption on the fair value of the MSRs is calculated without changing any other assumption; while in reality, changes in one factor may result in changes in another (for example, increases in market interest rates may result in lower prepayments), which may magnify or counteract the effect of the change. SBA Loans 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 March 31, 2017 the Company serviced $47.9 million of SBA loans. During the three months ended March 31, 2017, the Company recognized servicing fee income of $120 thousand. The following is an analysis of the activity in the Company’s SBA loan servicing rights for the three months ended March 31, 2017: SBA Servicing Rights Dollars in thousands For the Three Months Ended Balance, January 1, 2017 $ Additions Increases (decreases) in fair value due to: Changes in valuation input or assumptions ) Paydowns ) Balance, March 31, 2017 $ 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 March 31, 2017, the key assumptions used to determine the fair value of the Company’s SBA servicing rights included a lifetime constant prepayment rate equal to 8.93%, a discount rate equal to 13.25% and servicing expenses per loan of $1 thousand. At March 31, 2017, 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) March 31, 2017 Fair value of SBA servicing rights $ Weighted average life (years) 5.4 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	3 Months Ended
	Mar. 31, 2017
DERIVATIVE FINANCIAL INSTRUMENTS
DERIVATIVE FINANCIAL INSTRUMENTS	NOTE 20 — 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 primarily include interest rate swap agreements, which are entered into with counterparties that meet established credit standards and, where appropriate, contain master netting and collateral provisions protecting the party at risk. The Company believes that the credit risk inherent in all of the derivative contracts is minimal based on the credit standards and the netting and collateral provisions of the interest rate swap agreements. The Company executes interest rate swaps with commercial banking customers to facilitate their respective risk management strategies. Those interest rate swaps are simultaneously hedged by offsetting interest rate swaps that the Company executes with a third party, such that the Company minimizes its net risk exposure resulting from such transactions. These derivatives are not designated as hedges and are not speculative. Rather, these derivatives result from a service the Company provides to certain customers. As the interest rate swaps associated with this program do not meet the hedge accounting requirements, changes in the fair value of both the customer swaps and the offsetting swaps are recognized directly in earnings. As of March 31, 2017, the Company had 30 interest rate swaps with an aggregate notional amount of $151.6 million related to this program, including 20 interest rate swaps with an aggregate notional value of $72.0 million resulting from the acquisition of Conestoga Bank. During the three months ended March 31, 2017, the Company recognized a net loss of $8 thousand compared to a net loss of $10 thousand for the same period in 2016 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 $10.0 million and a fair value of $7 thousand as of March 31, 2017. During the three months ended March 31, 2017, the Company recognized a net gain of $2 thousand 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 tables below present the fair value of the Company’s derivative financial instruments as well as their classification on the consolidated statements of financial condition as of March 31, 2017 and December 31, 2016: As of March 31, 2017 Asset derivatives Liability derivatives (Dollars in thousands) Notional 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. As of December 31, 2016 Asset derivatives Liability derivatives (dollars in thousands) Notional 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. The following displays offsetting interest rate swap assets and liabilities for the dates presented: Offsetting of Derivative Assets As of March 31, 2017 Gross Gross Amounts Net Amounts of Gross Amounts Not Offset in the Recognized Statement of the Statement of Financial Collateral Net Amount Interest rate swaps and risk participation agreements $ $ — $ $ — $ — $ Offsetting of Derivative Liabilities As of March 31, 2017 Gross Gross Amounts Net Amounts of Gross Amounts Not Offset in the 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 As of December 31, 2016 Gross Gross Amounts Net Amounts of Gross Amounts Not Offset in the Recognized Statement of the Statement of Financial Collateral Net Amount Interest rate swaps $ $ — $ $ — $ — $ Offsetting of Derivative Liabilities As of December 31, 2016 Gross Gross Amounts Net Amounts of Gross Amounts Not Offset in the 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 March 31, 2017, the termination value of the interest rate swaps and risk participation agreements in a liability position was $2.0 million. The Company has minimum collateral posting thresholds with its counterparty. At March 31, 2017, the Company had $630 thousand of securities pledged as collateral on interest rate swaps. Additionally, a counterparty posted collateral on interest rate swaps in the amount of $785 thousand at March 31, 2017. If the Company had breached any of these provisions at March 31, 2017 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 March 31, 2017.

MERGER AND RESTRUCTURING CHARGE

MERGER AND RESTRUCTURING CHARGES	3 Months Ended
	Mar. 31, 2017
MERGER AND RESTRUCTURING CHARGES
MERGER AND RESTRUCTURING CHARGES	NOTE 21 — MERGER AND RESTRUCTURING CHARGES In connection with the closing of the acquisition of Conestoga Bank during the second quarter of 2016, 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. These charges are included in merger and restructuring charges, a component of non-interest expense, within the unaudited condensed consolidated statements of operations. During the three months ended March 31, 2017, the Company did not accrue any additional merger and restructuring charges related to the acquisition of Conestoga Bank and the Bank’s cost reduction plan. A schedule of the current merger and restructuring accrual is summarized below as of March 31, 2017: (Dollars in thousands) Severance Contract termination, Total Accrued at December 31, 2016 $ $ $ Accrued during the three months — — — Paid during the three months ) ) ) Accrued at March 31, 2017 $ $ $

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2017
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 22 — SUBSEQUENT EVENTS On April 21, 2017, the Company declared a cash dividend of 6 cents per share, payable on or after May 11, 2017, to common shareholders of record at the close of business on May 1, 2017.

SUMMARY OF SIGNIFICANT ACCOUN32

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2017
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles in the United States of America (“GAAP”) for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. These financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes thereto contained in the Annual Report on Form 10-K filed by Beneficial Bancorp, Inc. (the “Company” or “Beneficial”) with the U.S. Securities and Exchange Commission on February 27, 2017. The results for the three months ended March 31, 2017 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2017 or any other period.
Principles of Consolidation	Principles of Consolidation The unaudited interim condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Specifically, the financial statements include the accounts of Beneficial Bank (the “Bank”), the Company’s wholly owned subsidiary, and the Bank’s wholly owned subsidiaries. The Bank’s wholly owned subsidiaries include: (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 (formerly BSB Union Corporation), an equipment leasing company. Additionally, the Bank has subsidiaries that hold other real estate acquired in foreclosure or transferred from the real estate loan portfolio. All significant intercompany accounts and transactions have been eliminated. 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 included in one reportable operating segment: community banking as outlined under guidance in the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC” or “codification”) Topic 280 for Segment Reporting.
Use of Estimates in the Preparation of Financial Statements	Use of Estimates in the Preparation of Financial Statements These unaudited interim condensed consolidated financial statements are prepared in conformity with GAAP. The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Significant estimates include the allowance for loan losses, goodwill, other intangible assets, income taxes, postretirement benefits, and the fair value of investment securities. Actual results could differ from those estimates and assumptions.

ACQUISITION OF CONESTOGA BANK (

ACQUISITION OF CONESTOGA BANK (Tables)	3 Months Ended
	Mar. 31, 2017
ACQUISITION OF CONESTOGA BANK
Schedule of fair value of assets acquired and liabilities assumed	Goodwill Conestoga Bank reported as of December 31, 2016 $ Effect of adjustments to: Loans and leases ) Deferred tax asset Total adjustments ) Adjusted goodwill Conestoga Bank as of March 31, 2017 $

CHANGES IN AND RECLASSIFICATI34

CHANGES IN AND RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables)	3 Months Ended
	Mar. 31, 2017
CHANGES IN AND RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Schedule of changes in the balances of each component of accumulated other comprehensive income	Net unrealized holding gains on available-for-sale Defined benefit (Dollars in thousands) securities pension plan items Total Beginning balance, January 1, 2017 $ ) $ ) $ ) Changes in other comprehensive loss before reclassifications: Unrealized holding gains on AFS securities — Accretion of unrealized losses on AFS securities transferred to HTM — Amount reclassified from accumulated other comprehensive loss Net current-period other comprehensive income Ending balance, March 31, 2017 $ ) $ ) $ ) Net unrealized holding gains on 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 gains on AFS securities — Accretion of unrealized losses on AFS securities transferred to HTM — Amount reclassified from accumulated other comprehensive loss Net current-period other comprehensive income Ending balance, March 31, 2016 $ $ ) $ )
Schedule of reclassifications out of AOCI by component	For the Three Months Ended March 31, 2017 (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 AFS securities ) Income tax benefit $ Net of tax Amortization/(accretion) of defined benefit pension items Prior service costs $ )(1) Other non-interest expense Net recognized actuarial losses (1) Other non-interest expense $ Total before tax ) Income tax benefit $ Net of tax (1) These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension cost. See Note 14 - Pension and Other Postretirement Benefits for additional details. For the Three Months Ended March 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 AFS securities ) Income tax benefit $ Net of tax Amortization/(accretion) of defined benefit pension items Prior service costs $ )(1) Other non-interest expense Net recognized actuarial losses (1) Other non-interest expense $ Total before tax ) Income tax benefit $ Net of tax (1) These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension cost. See Note 14 - Pension and Other Postretirement Benefits for additional details.

EARNINGS PER SHARE (Tables)

EARNINGS PER SHARE (Tables)	3 Months Ended
	Mar. 31, 2017
EARNINGS PER SHARE
Schedule of calculation of basic and diluted earnings per share	For the Three Months Ended (Dollars in thousands, except share and per share amounts) 2017 2016 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 three months ended March 31, 2017 do not include unvested restricted stock awards.

INVESTMENT SECURITIES (Tables)

INVESTMENT SECURITIES (Tables)	3 Months Ended
	Mar. 31, 2017
INVESTMENT SECURITIES
Amortized cost and estimated fair value of investments in debt and equity securities	March 31, 2017 Investment Securities Available-for-Sale Gross Gross Estimated Amortized Unrealized Unrealized Fair (Dollars in thousands) Cost Gains Losses Value Equity Securities $ $ $ — $ U.S. Government Sponsored Enterprise (“GSE”) and Agency Notes — Ginnie Mae guaranteed mortgage certificates — GSE mortgage-backed securities GSE collateralized mortgage obligations Municipal bonds — Corporate securities — Money market and mutual funds — Total $ $ $ $ March 31, 2017 Investment Securities Held-to-Maturity Gross Gross Estimated Amortized Unrealized Unrealized Fair (Dollars in thousands) Cost Gains Losses Value GSE mortgage-backed securities $ $ $ $ GSE collateralized mortgage obligations Municipal bonds — Foreign bonds — Total $ $ $ $ December 31, 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 and mutual funds — 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 $ $ $ $
Summary of continuous unrealized loss position for periods of less than 12 months and 12 months or longer	At March 31, 2017 Less than 12 months 12 months or longer Total Unrealized Unrealized Unrealized (Dollars in thousands) Fair Value Losses Fair Value Losses Fair Value Losses Mortgage-backed securities $ $ $ $ $ $ Collateralized mortgage obligations Subtotal, debt securities $ $ $ $ $ $ Mutual Funds — — Total temporarily impaired securities $ $ $ $ $ $ At December 31, 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 $ $ $ $ $ $
Summary of maturities investment securities	March 31, 2017 December 31, 2016 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 Equity 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)	3 Months Ended
	Mar. 31, 2017
LOANS
Summary of loans	(Dollars in thousands) March 31, December 31, 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 loan losses	Three Months Ended Year Ended March 31, December 31, (Dollars in thousands) 2017 2016 2016 Balance, beginning of year $ $ $ Provision for loan losses — Charge-offs ) ) ) Recoveries Balance, end of period $ $ $
Summary of activity in the allowance for loans and recorded investment by loan portfolio	COMMERCIAL RESIDENTIAL CONSUMER March 31, 2017 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 (1) — — — — — — — — — — Total Allowance $ $ $ $ $ $ $ $ $ $ Financing receivable: Ending balance Individually evaluated for impairment $ $ $ — $ — $ $ $ $ — $ — $ Collectively evaluated for impairment Loans acquired with deteriorated quality (1) — — — — Total Portfolio $ $ $ $ $ $ $ $ $ $ (1) Loans acquired with deteriorated credit quality are evaluated on an individual basis. 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 (1) — — — — — — — — — — Total Allowance $ $ $ $ $ $ $ $ $ $ Financing receivable: Ending balance Individually evaluated for impairment $ $ $ — $ — $ $ $ $ — $ — $ Collectively evaluated for impairment Loans acquired with deteriorated quality (1) — — — — Total Portfolio $ $ $ $ $ $ $ $ $ $ (1) Loans acquired with deteriorated credit quality are evaluated on an individual basis.
Schedule of outstanding principal balance and related carrying amount of loans acquired with deteriorated credit quality	March 31, (Dollars in thousands) 2017 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, March 31, 2017 $
Schedule of delinquent and non-accrual loans in the Company's portfolio	Aged Analysis of Past Due and Non-accrual Financing Receivables As of March 31, 2017 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 $9.6 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, 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.
Summary of loans whose terms were modified in a manner that met the definition of a TDR	March 31, March 31, 2017 2016 (Dollars in thousands) No. of Balance No. of Balance Commercial: Commercial real estate $ — $ — Commercial business loans — — Total commercial — — Residential: Residential real estate Total real estate loans Consumer loans: Home equity & lines of credit — — Total consumer loans — — Total loans $ $
Summary of Troubled Debt Restructured Loans	For the Three Months 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 — — 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 Three Months 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 — — Outstanding principal balance immediately before modification — — Outstanding principal balance immediately after modification — — Aggregate principal charge-off recognized on TDRs outstanding at period end since origination — — Outstanding principal balance at period end TDRs that re-defaulted subsequent to being modified (in the past twelve months) — —
Summary of components of impaired loans	Impaired Loans Year to Date March 31, 2017 (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 — — — Residential Construction — — — Home Equity and Lines of Credit — — — Personal — — — — — — Education — — — — — — Auto — — — — — — Total Impaired Loans: $ $ $ — $ $ — $ — Commercial — — — Residential — — — Consumer — — — Total $ $ $ $ $ $ Impaired Loans For the Year Ended December 31, 2016 (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 — — — — — — Residential Construction — — — 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	Consumer Credit Exposure Credit Risk Profile Based on Payment Activity (Dollars in thousands) March 31, 2017 Home Equity & Lines of Personal Education Auto Total Performing $ % $ % $ % $ % $ % Non-performing % % % — — % % Total $ % $ % $ % $ % $ % December 31, 2016 Home Equity & Lines of 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	Commercial and Residential Loans Credit Risk Internally Assigned (Dollars in thousands) March 31, 2017 Commercial Commercial Small Business Commercial Residential Real Estate Business Leases Construction Real Estate Total Grade Pass $ % $ % $ % $ % $ % $ % Special Mention % % — — % — — % — — % % Substandard % % — — % — — % — % % Doubtful — — % % — — % — — % — — % — % Total $ % $ % $ % $ % $ % $ % December 31, 2016 Commercial Commercial Small Business Commercial Residential Real Estate Business Leases Construction Real Estate Total Grade Pass $ % $ % $ % $ % $ % $ % Special Mention % % — — % — — % — — % — % Substandard % % — — % — — % % % Doubtful — — % — — % — — % — — % — — % — — % Total $ % $ % $ % $ % $ % $ %

GOODWILL AND OTHER INTANGIBLES

GOODWILL AND OTHER INTANGIBLES (Tables)	3 Months Ended
	Mar. 31, 2017
GOODWILL AND OTHER INTANGIBLES
Schedule of goodwill and other intangibles	(Dollars in thousands) Goodwill Intangibles Balance at January 1, 2017 $ $ Adjustment for Conestoga Bank ) — Amortization — ) Balance at March 31, 2017 $ $

OTHER ASSETS (Tables)

OTHER ASSETS (Tables)	3 Months Ended
	Mar. 31, 2017
OTHER ASSETS
Schedule of other assets	March 31, December 31, (Dollars in thousands) 2017 2016 Investments in affordable housing and other partnerships $ $ Prepaid assets Net deferred tax assets Other real estate Fixed assets held for sale Servicing rights Prepaid and other assets Total other assets $ $

DEPOSITS (Tables)

DEPOSITS (Tables)	3 Months Ended
	Mar. 31, 2017
DEPOSITS
Schedule of major classifications of deposits	March 31, % of Total December 31, % of Total (Dollars in thousands) 2017 Deposits 2016 Deposits Non-interest bearing deposits $ % $ % Interest-earning checking accounts % % Municipal checking accounts % % Money market accounts % % Savings accounts % % Certificates of deposit % % Total deposits $ % $ %

BORROWED FUNDS (Tables)

BORROWED FUNDS (Tables)	3 Months Ended
	Mar. 31, 2017
BORROWED FUNDS
Schedule of borrowed funds	(Dollars in thousands) March 31, December 31, FHLB advances $ $ Statutory trust debenture Total borrowed funds $ $

REGULATORY CAPITAL REQUIREMEN42

REGULATORY CAPITAL REQUIREMENTS (Tables)	3 Months Ended
	Mar. 31, 2017
Summary of bank's actual capital amounts and ratios	To Be Well For Capital Under Prompt Actual Adequacy Purposes Action Provisions (Dollars in thousands) Capital Ratio Capital Ratio Capital Ratio As of March 31, 2017: 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, 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) % % %
The Bank
Summary of bank's actual capital amounts and ratios	To Be Well For Capital Under Prompt Actual Adequacy Purposes Action Provisions (Dollars in thousands) Capital Ratio Capital Ratio Capital Ratio As of March 31, 2017: 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, 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) % % %

PENSION AND OTHER POSTRETIREM43

PENSION AND OTHER POSTRETIREMENT BENEFITS (Tables)	3 Months Ended
	Mar. 31, 2017
PENSION AND OTHER POSTRETIREMENT BENEFITS
Schedule of components of net pension cost	(Dollars in thousands) Pension Benefits Other Postretirement Benefits Three Months Ended Three Months Ended 2017 2016 2017 2016 Service cost $ — $ — $ $ Interest cost Expected return on assets ) ) — — Amortization of loss Amortization/(accretion) of prior service cost — — ) ) Net periodic pension (benefit) cost $ ) $ ) $ $

STOCK BASED COMPENSATION (Table

STOCK BASED COMPENSATION (Tables)	3 Months Ended
	Mar. 31, 2017
STOCK BASED COMPENSATION
Summary of non-vested stock award activity	Summary of Non-vested Stock Award Activity Number of Weighted Non-vested Stock Awards outstanding, January 1, 2017 $ Issued Vested ) Forfeited ) Non-vested Stock Awards outstanding, March 31, 2017 Summary of Non-vested Stock Award Activity Number of Weighted Non-vested Stock Awards outstanding, January 1, 2016 $ Issued Vested ) Forfeited ) Non-vested Stock Awards outstanding, March 31, 2016
Summary of stock option activity	Number of Options Weighted Exercise January 1, 2017 $ Granted — — Exercised ) Forfeited ) Expired — — March 31, 2017 Number of Options Weighted Exercise January 1, 2016 $ Granted — — Exercised ) Forfeited ) Expired — — March 31, 2016

FAIR VALUE OF FINANCIAL INSTR45

FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)	3 Months Ended
	Mar. 31, 2017
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 March 31, 2017: 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 — — Equity 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, 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 $ — $ $ — $
Summary of assets measured at fair value on a recurring basis using significant unobservable inputs	Level 3 Investments Only For the Three Months Ended (Dollars in thousands) March 31, 2017 March 31, 2016 Mortgage Mortgage Balance, January 1, $ $ Additions Payments ) ) Decrease in fair value due to changes in valuation inputs or assumptions ) Balance, March 31, $ $ For the Three (Dollars in thousands) SBA Servicing Balance, January 1, $ Additions Payments ) Decrease in fair value due to changes in valuation inputs or assumptions ) Balance, March 31, $
Assets measured at fair value on a nonrecurring basis	Balance (Dollars in thousands) March 31, 2017 Level 1 Level 2 Level 3 Gains/(Losses) Impaired loans $ $ — $ — $ $ — Other real estate owned — — — Balance (Dollars in thousands) March 31, 2016 Level 1 Level 2 Level 3 Gains/(Losses) Impaired loans $ $ — $ — $ $ ) Other real estate owned — — —
Schedule of carrying and estimated fair value of financial assets and liabilities	Fair Value of Financial Instruments At 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 and leases, 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 and other contracts Level 2 Accrued interest payable Level 2

SERVICING RIGHTS (Tables)

SERVICING RIGHTS (Tables)	3 Months Ended
	Mar. 31, 2017
Residential Mortgage Servicing Rights
SERVICING RIGHTS
Schedule of analysis of the activity in the company's servicing rights	Residential Mortgage Servicing Rights For the Three Months Ended March 31, Dollars in thousands 2017 2016 Balance, January 1, $ $ Additions Increases (decreases) in fair value due to: Changes in valuation input or assumptions ) Paydowns ) ) Balance, March 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) March 31, 2017 March 31, 2016 Fair value of residential mortgage servicing rights $ $ Weighted average life (years) 8.3 years 4.7 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 Servicing Rights Dollars in thousands For the Three Months Ended Balance, January 1, 2017 $ Additions Increases (decreases) in fair value due to: Changes in valuation input or assumptions ) Paydowns ) Balance, March 31, 2017 $
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) March 31, 2017 Fair value of SBA servicing rights $ Weighted average life (years) 5.4 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 INSTRUME47

DERIVATIVE FINANCIAL INSTRUMENTS (Tables)	3 Months Ended
	Mar. 31, 2017
DERIVATIVE FINANCIAL INSTRUMENTS
Schedule of fair value of derivative financial instruments and classification on the consolidated statements of condition	As of March 31, 2017 Asset derivatives Liability derivatives (Dollars in thousands) Notional 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. As of December 31, 2016 Asset derivatives Liability derivatives (dollars in thousands) Notional 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.
Schedule of offsetting of derivative assets	Offsetting of Derivative Assets As of March 31, 2017 Gross Gross Amounts Net Amounts of Gross Amounts Not Offset in the Recognized Statement of the Statement of Financial Collateral Net Amount Interest rate swaps and risk participation agreements $ $ — $ $ — $ — $ Offsetting of Derivative Assets As of December 31, 2016 Gross Gross Amounts Net Amounts of Gross Amounts Not Offset in the Recognized Statement of the Statement of Financial Collateral Net Amount Interest rate swaps $ $ — $ $ — $ — $
Schedule of offsetting of derivative liabilities	Offsetting of Derivative Liabilities As of March 31, 2017 Gross Gross Amounts Net Amounts of Gross Amounts Not Offset in the 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 Liabilities As of December 31, 2016 Gross Gross Amounts Net Amounts of Gross Amounts Not Offset in the Recognized Statement of the Statement of Financial Collateral Net Amount Interest rate swaps $ $ — $ $ — $ $ (1) Balance includes accrued interest receivable/payable and credit valuation adjustments.

MERGER AND RESTRUCTURING CHAR48

MERGER AND RESTRUCTURING CHARGES (Tables)	3 Months Ended
	Mar. 31, 2017
MERGER AND RESTRUCTURING CHARGES
Schedule of current merger and restructuring accrual	(Dollars in thousands) Severance Contract termination, Total Accrued at December 31, 2016 $ $ $ Accrued during the three months — — — Paid during the three months ) ) ) Accrued at March 31, 2017 $ $ $

SUMMARY OF SIGNIFICANT ACCOUN49

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Organization (Details)	3 Months Ended
	Mar. 31, 2017item
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of reportable operating segments	1

NATURE OF OPERATIONS (Details)

NATURE OF OPERATIONS (Details) $ / shares in Units, $ in Millions	Jan. 12, 2015USD ($)$ / sharesshares	Mar. 31, 2017shares	Dec. 31, 2016shares
NATURE OF OPERATIONS
Existing outstanding common stock shares for conversion		76,504,853	75,637,684
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
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

NATURE OF OPERATIONS - The Bank

NATURE OF OPERATIONS - The Bank (Details) - The Bank	3 Months Ended
	Mar. 31, 2017item
Percentage of outstanding common stock	100.00%
Number of offices	62

ACQUISITION OF CONESTOGA BANK52

ACQUISITION OF CONESTOGA BANK (Details) - Conestoga Bank - USD ($) $ in Thousands	Apr. 14, 2016	Mar. 31, 2017
ACQUISITION OF CONESTOGA BANK
Cash payment transaction value	$ 105,000
Excess of consideration paid over the net assets recorded as goodwill	$ 47,000	$ 47,029

ACQUISITION OF CONESTOGA BANK -

ACQUISITION OF CONESTOGA BANK - Change in fair value from amounts originally reported (Details) - Conestoga Bank - USD ($) $ in Thousands	Apr. 14, 2016	Mar. 31, 2017	Dec. 31, 2016
ACQUISITION OF CONESTOGA BANK
Goodwill resulting from acquisition of Conestoga Bank	$ 47,000	$ 47,029
As Previously Reported
ACQUISITION OF CONESTOGA BANK
Goodwill resulting from acquisition of Conestoga Bank			$ 47,152
Adjustment
Effect of adjustments to:
Loans and leases		(214)
Deferred tax asset		91
Total adjustments		$ (123)

CHANGES IN AND RECLASSIFICATI54

CHANGES IN AND RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) - Changes (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Changes in the balances of each component of accumulated other comprehensive income
BALANCE, beginning	$ 1,013,756
Changes in other comprehensive loss before reclassifications:
Accretion of unrealized losses on AFS securities transferred to HTM	132	$ 131
Total other comprehensive income	488	4,812
BALANCE, ending	1,029,966
Accumulated Other Comprehensive Loss
Changes in the balances of each component of accumulated other comprehensive income
BALANCE, beginning	(25,833)	(23,374)
Changes in other comprehensive loss before reclassifications:
Unrealized holding gains on AFS securities	25	4,370
Accretion of unrealized losses on AFS securities transferred to HTM	132	131
Amount reclassified from accumulated other comprehensive loss	331	311
Total other comprehensive income	488	4,812
BALANCE, ending	(25,345)	(18,562)
Net unrealized holding gains (losses) on available-for-sale securities
Changes in the balances of each component of accumulated other comprehensive income
BALANCE, beginning	(747)	542
Changes in other comprehensive loss before reclassifications:
Unrealized holding gains on AFS securities	25	4,370
Accretion of unrealized losses on AFS securities transferred to HTM	132	131
Amount reclassified from accumulated other comprehensive loss	2	3
Total other comprehensive income	159	4,504
BALANCE, ending	(588)	5,046
Defined benefit pension plan items
Changes in the balances of each component of accumulated other comprehensive income
BALANCE, beginning	(25,086)	(23,916)
Changes in other comprehensive loss before reclassifications:
Amount reclassified from accumulated other comprehensive loss	329	308
Total other comprehensive income	329	308
BALANCE, ending	$ (24,757)	$ (23,608)

CHANGES IN AND RECLASSIFICATI55

CHANGES IN AND RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) - Reclassifications (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Reclassifications out of AOCI by component
Net loss on sale of AFS securities	$ 3	$ 4
Income tax benefit	3,520	2,227
Net of tax	(8,355)	(5,023)
Net unrealized holding gains (losses) on available-for-sale securities
Reclassifications out of AOCI by component
Reclassification after tax	2	3
Net unrealized holding gains (losses) on available-for-sale securities | Amount reclassified from accumulated other comprehensive loss
Reclassifications out of AOCI by component
Net loss on sale of AFS securities	3	4
Income tax benefit	(1)	(1)
Net of tax	2	3
Defined benefit pension plan items
Reclassifications out of AOCI by component
Reclassification after tax	329	308
Defined benefit pension plan items | Amount reclassified from accumulated other comprehensive loss
Reclassifications out of AOCI by component
Reclassification before tax	561	540
Tax effect of reclassification	(232)	(232)
Reclassification after tax	329	308
Net prior service cost or credit | Amount reclassified from accumulated other comprehensive loss
Reclassifications out of AOCI by component
Reclassification before tax	(121)	(122)
Net recognized actuarial gains or losses | Amount reclassified from accumulated other comprehensive loss
Reclassifications out of AOCI by component
Reclassification before tax	$ 682	$ 662

EARNINGS PER SHARE - Net Earnin

EARNINGS PER SHARE - Net Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
		Mar. 31, 2017	Mar. 31, 2016
Basic and diluted earnings per share:
Net income		$ 8,355	$ 5,023
Net income allocated to unvested restricted stock		(345)
Net income allocated to common shares		$ 8,010	$ 5,023
Basic average common shares outstanding		70,041,340	76,162,515
Effect of dilutive securities		780,700	831,156
Dilutive average shares outstanding		70,822,040	76,993,671
Net earnings per share
Basic	[1]	$ 0.11	$ 0.07
Diluted	[1]	$ 0.11	$ 0.07
[1]	*Net earnings per share for both common shares and participating securities

EARNINGS PER SHARE - Anti-dilut

EARNINGS PER SHARE - Anti-dilutive Shares (Details) - shares	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Stock Options
Anti-dilutive securities disclosures
Antidilutive securities excluded from computation of earnings per share amount	0	185,544

INVESTMENT SECURITIES - Amortiz

INVESTMENT SECURITIES - Amortized Cost and Estimated Fair Value of Investments, Gains and Losses on Investments (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Amortized cost and estimated fair value of investments in debt and equity securities
Investment securities available-for-sale, amortized cost	$ 436,535		$ 449,655
Investment securities available-for-sale, gross unrealized gains	4,342		4,368
Investment securities available-for-sale, gross unrealized losses	2,410		2,479
Investment securities available-for-sale, estimated fair value	438,467		451,544
Investment securities held-to-maturity, amortized cost	559,441		602,529
Investment securities held-to-maturity, gross unrealized gains	1,950		2,046
Investment securities held-to-maturity, gross unrealized losses	6,538		6,790
Held-to-maturity, estimated fair value	554,853		597,785
Gains and losses on investments
Gain (loss) on sale on investment	(3)	$ (4)
Equity Securities
Amortized cost and estimated fair value of investments in debt and equity securities
Investment securities available-for-sale, amortized cost	250
Investment securities available-for-sale, gross unrealized gains	133
Investment securities available-for-sale, estimated fair value	383
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	4,294		4,649
Investment securities available-for-sale, gross unrealized gains	6		10
Investment securities available-for-sale, estimated fair value	4,300		4,659
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	3,582		3,734
Investment securities available-for-sale, gross unrealized gains	125		134
Investment securities available-for-sale, estimated fair value	3,707		3,868
GSE mortgage-backed securities
Amortized cost and estimated fair value of investments in debt and equity securities
Investment securities available-for-sale, amortized cost	356,469		374,593
Investment securities available-for-sale, gross unrealized gains	3,722		3,967
Investment securities available-for-sale, gross unrealized losses	2,162		2,026
Investment securities available-for-sale, estimated fair value	358,029		376,534
Investment securities held-to-maturity, amortized cost	527,920		569,319
Investment securities held-to-maturity, gross unrealized gains	1,791		1,850
Investment securities held-to-maturity, gross unrealized losses	6,405		6,522
Held-to-maturity, estimated fair value	523,306		564,647
GSE collateralized mortgage obligations (CMOs)
Amortized cost and estimated fair value of investments in debt and equity securities
Investment securities available-for-sale, amortized cost	20,722
Investment securities available-for-sale, gross unrealized gains	18
Investment securities available-for-sale, gross unrealized losses	244
Investment securities available-for-sale, estimated fair value	20,496
Investment securities held-to-maturity, amortized cost	28,891
Investment securities held-to-maturity, gross unrealized gains	88
Investment securities held-to-maturity, gross unrealized losses	133
Held-to-maturity, estimated fair value	28,846
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
Investment securities available-for-sale, gross unrealized gains			20
Investment securities available-for-sale, gross unrealized losses			259
Investment securities available-for-sale, estimated fair value			22,681
Investment securities held-to-maturity, amortized cost			30,580
Investment securities held-to-maturity, gross unrealized gains			110
Investment securities held-to-maturity, gross unrealized losses			268
Held-to-maturity, estimated fair value			30,422
Municipal bonds
Amortized cost and estimated fair value of investments in debt and equity securities
Investment securities available-for-sale, amortized cost	1,775		2,320
Investment securities available-for-sale, gross unrealized gains	98		82
Investment securities available-for-sale, estimated fair value	1,873		2,402
Investment securities held-to-maturity, amortized cost	630		630
Investment securities held-to-maturity, gross unrealized gains	48		50
Held-to-maturity, estimated fair value	678		680
Corporate securities
Amortized cost and estimated fair value of investments in debt and equity securities
Investment securities available-for-sale, amortized cost	19,488		19,487
Investment securities available-for-sale, gross unrealized gains	240		155
Investment securities available-for-sale, gross unrealized losses			185
Investment securities available-for-sale, estimated fair value	19,728		19,457
Money market and mutual funds
Amortized cost and estimated fair value of investments in debt and equity securities
Investment securities available-for-sale, amortized cost	29,955		21,952
Investment securities available-for-sale, gross unrealized losses	4		9
Investment securities available-for-sale, estimated fair value	29,951		21,943
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	23		36
Held-to-maturity, estimated fair value	2,023		$ 2,036
Mutual funds | The Bank
Gains and losses on investments
Proceeds from sale of marketable securities	88
Gain (loss) on sale on investment	$ (3)

INVESTMENT SECURITIES - Tempora

INVESTMENT SECURITIES - Temporarily Impaired Securities (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Temporarily impaired securities
Fair value of securities in a continuous unrealized loss position less than twelve months	$ 512,259	$ 559,086
Unrealized losses less than twelve months	8,544	8,502
Fair value of securities in a continuous unrealized loss position twelve months or longer	39,924	64,344
Unrealized losses twelve months or longer	404	767
Fair value of securities in a continuous unrealized loss position	552,183	623,430
Total unrealized losses	8,948	9,269
Mortgage-backed securities
Temporarily impaired securities
Fair value of securities in a continuous unrealized loss position less than twelve months	508,781	546,662
Unrealized losses less than twelve months	8,526	8,300
Fair value of securities in a continuous unrealized loss position twelve months or longer	15,455	37,672
Unrealized losses twelve months or longer	41	248
Fair value of securities in a continuous unrealized loss position	524,236	584,334
Total unrealized losses	8,567	8,548
Corporate securities
Temporarily impaired securities
Fair value of securities in a continuous unrealized loss position less than twelve months		9,802
Unrealized losses less than twelve months		185
Fair value of securities in a continuous unrealized loss position		9,802
Total unrealized losses		185
Collateralized mortgage obligations
Temporarily impaired securities
Fair value of securities in a continuous unrealized loss position less than twelve months	3,478	2,622
Unrealized losses less than twelve months	18	17
Fair value of securities in a continuous unrealized loss position twelve months or longer	24,355	26,471
Unrealized losses twelve months or longer	359	510
Fair value of securities in a continuous unrealized loss position	27,833	29,093
Total unrealized losses	377	527
Debt securities
Temporarily impaired securities
Fair value of securities in a continuous unrealized loss position less than twelve months	512,259	559,086
Unrealized losses less than twelve months	8,544	8,502
Fair value of securities in a continuous unrealized loss position twelve months or longer	39,810	64,143
Unrealized losses twelve months or longer	400	758
Fair value of securities in a continuous unrealized loss position	552,069	623,229
Total unrealized losses	8,944	9,260
Mutual funds
Temporarily impaired securities
Fair value of securities in a continuous unrealized loss position twelve months or longer	114	201
Unrealized losses twelve months or longer	4	9
Fair value of securities in a continuous unrealized loss position	114	201
Total unrealized losses	$ 4	$ 9

INVESTMENT SECURITIES - Unreali

INVESTMENT SECURITIES - Unrealized losses (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Temporarily impaired securities
Total unrealized losses	$ 8,948	$ 9,269
GSE mortgage-backed securities
Temporarily impaired securities
Total unrealized losses	8,600
GSE collateralized mortgage obligations (CMOs)
Temporarily impaired securities
Total unrealized losses	377
Mutual funds
Temporarily impaired securities
Total unrealized losses	$ 4	$ 9

INVESTMENT SECURITIES - Mortgag

INVESTMENT SECURITIES - Mortgage-Backed Securities and CMOs (Details)	Mar. 31, 2017
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	0.30%
Percentage of unrealized loss for security in unrealized loss position for less than 12 months	1.60%
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	1.50%
Percentage of unrealized loss for security in unrealized loss position for less than 12 months	0.50%

INVESTMENT SECURITIES - Investm

INVESTMENT SECURITIES - Investment Maturities (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Available-for-sale, amortized cost
Due after one year through five years, amortized cost	$ 6,069	$ 2,320
Due after five years through ten years, amortized cost	19,488	24,136
Mortgage-backed securities, amortized cost	380,773	401,247
Equity securities, amortized cost	250
Money market and mutual funds, amortized cost	29,955	21,952
Investment securities available-for-sale, amortized cost	436,535	449,655
Available-for-sale, fair value
Due after one year through five years, fair value	6,173	2,402
Due after five years through ten years, fair value	19,728	24,116
Mortgage-backed securities, fair value	382,232	403,083
Equity securities, fair value	383
Money market and mutual funds, fair value	29,951	21,943
Investment securities available-for-sale, estimated fair value	438,467	451,544
Held-to-maturity, amortized cost
Due in one year or less, amortized cost	625	625
Due after one year through five years, amortized cost	2,005	2,005
Mortgage-backed securities, amortized cost	556,811	599,899
Investment securities held-to-maturity, amortized cost	559,441	602,529
Held-to-maturity, fair value
Due in one year or less, fair value	628	630
Due after one year through five years, fair value	2,073	2,086
Mortgage-backed securities, fair value	552,152	595,069
Investment securities held-to-maturity, estimated fair value	$ 554,853	$ 597,785

INVESTMENT SECURITIES - Securit

INVESTMENT SECURITIES - Securities Pledges as Collateral (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Interest rate swaps
Investment disclosures
Securities pledged as collateral	$ 630	$ 500
Municipal deposits
Investment disclosures
Securities pledged as collateral	$ 96,700	$ 90,700

LOANS - Summary of Loans by Cla

LOANS - Summary of Loans by Classification (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016	Mar. 31, 2016	Dec. 31, 2015
LOANS
Total loans	$ 4,056,262	$ 4,010,568
Allowance for losses	(43,095)	(43,261)	$ (45,234)	$ (45,500)
Net loans and leases	4,013,167	3,967,307
Commercial
LOANS
Total loans	2,515,488	2,446,487
Commercial | Real estate
LOANS
Total loans	1,479,403	1,388,396
Allowance for losses	(24,504)	(23,395)		(22,640)
Commercial | Business loans
LOANS
Total loans	656,222	694,246
Allowance for losses	(10,261)	(9,923)		(11,856)
Commercial | Small business leases
LOANS
Total loans	136,392	139,013
Allowance for losses	(571)	(536)
Commercial | Construction
LOANS
Total loans	243,471	224,832
Allowance for losses	(3,193)	(3,579)		(2,335)
Residential
LOANS
Total loans	896,054	894,474
Residential | Real estate
LOANS
Total loans	896,054	894,474
Allowance for losses	(1,474)	(1,493)		(1,644)
Consumer
LOANS
Total loans	644,720	669,607
Consumer | Home equity and lines of credit
LOANS
Total loans	245,910	248,953
Allowance for losses	(826)	(1,185)		(2,356)
Consumer | Personal
LOANS
Total loans	20,209	21,863
Allowance for losses	(262)	(372)		(436)
Consumer | Education
LOANS
Total loans	159,504	164,202
Allowance for losses	(132)	(129)		(125)
Consumer | Automobile
LOANS
Total loans	219,097	234,589
Allowance for losses	$ (1,872)	$ (2,649)		$ (4,108)

LOANS - General (Details)

LOANS - General (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2017USD ($)itemloan	Mar. 31, 2016USD ($)	Dec. 31, 2016USD ($)
Loans activity
Gain on sale of loans	$ 718	$ 84
LOANS:	4,056,262		$ 4,010,568
Shared national credits
Loans activity
Minimum loan commitment amount shared by banks	20,000
LOANS:	200,300
Amount of leveraged lending transactions	$ 75,400
Number of loans downgraded to Doubtful and changed to nonaccrual status | loan	1
Loans downgraded to Doubtful and changed to nonaccrual status	$ 9,600
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
Small business leases | Guaranteed SBA loans
Loans activity
Gain on sale of loans	$ 668
Sale value of guaranteed SBA loan	$ 7,300
Small business leases | Service charges and other income | Guaranteed SBA loans
Loans activity
Servicing fee (as a percent)	1.00%
Small business leases | The Bank
Loans activity
Retained unguaranteed portion of loans	$ 2,400
Residential
Loans activity
Loans held for sale	421		2,000
LOANS:	896,054		$ 894,474
Residential | The Bank
Loans activity
Residential mortgage loans sold	6,000	19,500
Mortgage banking income	$ 225	$ 854
Servicing fee (as a percent)	25.00%

LOANS - Allowance for Loan Loss

LOANS - Allowance for Loan Losses (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016	Mar. 31, 2017	Dec. 31, 2016
Allowance for loan losses:
Balance, beginning of year	$ 43,261	$ 45,500	$ 45,500
Provision (credit) for loan losses	600		485
Charge-offs	(1,394)	(742)	(4,814)
Recoveries	628	476	2,090
Balance, end of period	43,095	45,234	43,261
Allowance for loan losses:
Collectively evaluated for impairment				$ 43,095	$ 43,261
Total Allowance	$ 43,261	45,500	45,500	43,095	43,261
Financing receivables:
Individually evaluated for impairment				42,054	33,489
Collectively evaluated for impairment				4,004,657	3,965,412
Loans acquired with deteriorated quality				9,551	11,667
Total Portfolio				4,056,262	4,010,568
Collateral or discounted cash flow deficiency for loans, period when charged off	90 days
Commercial
Financing receivables:
Total Portfolio				2,515,488	2,446,487
Commercial | Real estate
Allowance for loan losses:
Balance, beginning of year	$ 23,395	22,640	22,640
Provision (credit) for loan losses	1,109		614
Charge-offs			(134)
Recoveries			275
Balance, end of period	24,504		23,395
Allowance for loan losses:
Collectively evaluated for impairment				24,504	23,395
Total Allowance	23,395	22,640	22,640	24,504	23,395
Financing receivables:
Individually evaluated for impairment				17,205	18,321
Collectively evaluated for impairment				1,454,627	1,364,679
Loans acquired with deteriorated quality				7,571	5,396
Total Portfolio				1,479,403	1,388,396
Commercial | Business loans
Allowance for loan losses:
Balance, beginning of year	9,923	11,856	11,856
Provision (credit) for loan losses	401		(1,600)
Charge-offs	(71)		(536)
Recoveries	8		203
Balance, end of period	10,261		9,923
Allowance for loan losses:
Collectively evaluated for impairment				10,261	9,923
Total Allowance	9,923	11,856	11,856	10,261	9,923
Financing receivables:
Individually evaluated for impairment				14,742	4,608
Collectively evaluated for impairment				640,271	684,354
Loans acquired with deteriorated quality				1,209	5,284
Total Portfolio				656,222	694,246
Commercial | Small business leases
Allowance for loan losses:
Balance, beginning of year	536
Provision (credit) for loan losses	483		733
Charge-offs	(489)		(292)
Recoveries	41		95
Balance, end of period	571		536
Allowance for loan losses:
Collectively evaluated for impairment				571	536
Total Allowance	536		536	571	536
Financing receivables:
Collectively evaluated for impairment				136,392	139,013
Total Portfolio				136,392	139,013
Commercial | Construction
Allowance for loan losses:
Balance, beginning of year	3,579	2,335	2,335
Provision (credit) for loan losses	(386)		1,094
Recoveries			150
Balance, end of period	3,193		3,579
Allowance for loan losses:
Collectively evaluated for impairment				3,193	3,579
Total Allowance	3,579	2,335	2,335	3,193	3,579
Financing receivables:
Collectively evaluated for impairment				243,471	224,832
Total Portfolio				243,471	224,832
Residential
Financing receivables:
Total Portfolio				896,054	894,474
Residential | Real estate
Allowance for loan losses:
Balance, beginning of year	1,493	1,644	1,644
Provision (credit) for loan losses	25		227
Charge-offs	(57)		(379)
Recoveries	13		1
Balance, end of period	1,474		1,493
Allowance for loan losses:
Collectively evaluated for impairment				1,474	1,493
Total Allowance	1,493	1,644	1,644	1,474	1,493
Financing receivables:
Individually evaluated for impairment				8,575	9,129
Collectively evaluated for impairment				887,195	884,916
Loans acquired with deteriorated quality				284	429
Total Portfolio				896,054	894,474
Consumer
Financing receivables:
Total Portfolio				644,720	669,607
Consumer | Home equity and lines of credit
Allowance for loan losses:
Balance, beginning of year	1,185	2,356	2,356
Provision (credit) for loan losses	(246)		(1,033)
Charge-offs	(152)		(411)
Recoveries	39		273
Balance, end of period	826		1,185
Allowance for loan losses:
Collectively evaluated for impairment				826	1,185
Total Allowance	1,185	2,356	2,356	826	1,185
Financing receivables:
Individually evaluated for impairment				1,335	1,344
Collectively evaluated for impairment				244,182	247,193
Loans acquired with deteriorated quality				393	416
Total Portfolio				245,910	248,953
Consumer | Personal
Allowance for loan losses:
Balance, beginning of year	372	436	436
Provision (credit) for loan losses	(227)		410
Charge-offs	(79)		(744)
Recoveries	196		270
Balance, end of period	262		372
Allowance for loan losses:
Collectively evaluated for impairment				262	372
Total Allowance	372	436	436	262	372
Financing receivables:
Individually evaluated for impairment				197	87
Collectively evaluated for impairment				19,918	21,634
Loans acquired with deteriorated quality				94	142
Total Portfolio				20,209	21,863
Consumer | Education
Allowance for loan losses:
Balance, beginning of year	129	125	125
Provision (credit) for loan losses	39		152
Charge-offs	(36)		(148)
Balance, end of period	132		129
Allowance for loan losses:
Collectively evaluated for impairment				132	129
Total Allowance	129	125	125	132	129
Financing receivables:
Collectively evaluated for impairment				159,504	164,202
Total Portfolio				159,504	164,202
Consumer | Automobile
Allowance for loan losses:
Balance, beginning of year	2,649	4,108	4,108
Provision (credit) for loan losses	(598)		(112)
Charge-offs	(510)		(2,170)
Recoveries	331		823
Balance, end of period	1,872		2,649
Allowance for loan losses:
Collectively evaluated for impairment				1,872	2,649
Total Allowance	$ 2,649	$ 4,108	$ 4,108	1,872	2,649
Financing receivables:
Collectively evaluated for impairment				219,097	234,589
Total Portfolio				$ 219,097	$ 234,589

LOANS - Portfolio Amounts and P

LOANS - Portfolio Amounts and Percentages by Classification (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Amounts and percentage of portfolio
Amount of portfolio	$ 4,056,262	$ 4,010,568
Commercial And Residential Loans
Amounts and percentage of portfolio
Amount of portfolio	$ 3,411,542	$ 3,340,961
Percentage of portfolio	100.00%	100.00%
Commercial
Amounts and percentage of portfolio
Amount of portfolio	$ 2,515,488	$ 2,446,487
Commercial | Real estate
Amounts and percentage of portfolio
Amount of portfolio	$ 1,479,403	$ 1,388,396
Percentage of portfolio	100.00%	100.00%
Commercial | Business loans
Amounts and percentage of portfolio
Amount of portfolio	$ 656,222	$ 694,246
Percentage of portfolio	100.00%	100.00%
Commercial | Small business leases
Amounts and percentage of portfolio
Amount of portfolio	$ 136,392	$ 139,013
Percentage of portfolio	100.00%	100.00%
Commercial | Construction
Amounts and percentage of portfolio
Amount of portfolio	$ 243,471	$ 224,832
Percentage of portfolio	100.00%	100.00%
Residential
Amounts and percentage of portfolio
Amount of portfolio	$ 896,054	$ 894,474
Residential | Real estate
Amounts and percentage of portfolio
Amount of portfolio	$ 896,054	$ 894,474
Percentage of portfolio	100.00%	100.00%
Pass | Commercial And Residential Loans
Amounts and percentage of portfolio
Amount of portfolio	$ 3,346,422	$ 3,292,849
Percentage of portfolio	98.00%	98.00%
Pass | Commercial | Real estate
Amounts and percentage of portfolio
Amount of portfolio	$ 1,443,761	$ 1,364,229
Percentage of portfolio	98.00%	98.00%
Pass | Commercial | Business loans
Amounts and percentage of portfolio
Amount of portfolio	$ 629,877	$ 673,565
Percentage of portfolio	97.00%	97.00%
Pass | Commercial | Small business leases
Amounts and percentage of portfolio
Amount of portfolio	$ 136,392	$ 139,013
Percentage of portfolio	100.00%	100.00%
Pass | Commercial | Construction
Amounts and percentage of portfolio
Amount of portfolio	$ 243,471	$ 224,832
Percentage of portfolio	100.00%	100.00%
Pass | Residential | Real estate
Amounts and percentage of portfolio
Amount of portfolio	$ 892,921	$ 891,210
Percentage of portfolio	100.00%	99.00%
Special Mention | Commercial And Residential Loans
Amounts and percentage of portfolio
Amount of portfolio	$ 25,309	$ 14,914
Percentage of portfolio	1.00%
Special Mention | Commercial | Real estate
Amounts and percentage of portfolio
Amount of portfolio	$ 18,141	$ 9,189
Percentage of portfolio	1.00%	1.00%
Special Mention | Commercial | Business loans
Amounts and percentage of portfolio
Amount of portfolio	$ 7,168	$ 5,725
Percentage of portfolio	1.00%	1.00%
Substandard | Commercial And Residential Loans
Amounts and percentage of portfolio
Amount of portfolio	$ 30,217	$ 33,198
Percentage of portfolio	1.00%	2.00%
Substandard | Commercial | Real estate
Amounts and percentage of portfolio
Amount of portfolio	$ 17,501	$ 14,978
Percentage of portfolio	1.00%	1.00%
Substandard | Commercial | Business loans
Amounts and percentage of portfolio
Amount of portfolio	$ 9,583	$ 14,956
Percentage of portfolio	1.00%	2.00%
Substandard | Residential | Real estate
Amounts and percentage of portfolio
Amount of portfolio	$ 3,133	$ 3,264
Percentage of portfolio		1.00%
Doubtful | Commercial And Residential Loans
Amounts and percentage of portfolio
Amount of portfolio	9,594
Doubtful | Commercial | Business loans
Amounts and percentage of portfolio
Amount of portfolio	$ 9,594
Percentage of portfolio	1.00%

LOANS - Consumer Loan Risk Prof

LOANS - Consumer Loan Risk Profile (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Amounts and percentage of portfolio
Amount of portfolio	$ 4,056,262	$ 4,010,568
Shared national credits
Amounts and percentage of portfolio
Amount of portfolio	200,300
Loans downgraded to Doubtful and changed to nonaccrual status	9,600
Consumer
Amounts and percentage of portfolio
Amount of portfolio	$ 644,720	$ 669,607
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	$ 245,910	$ 248,953
Percentage of portfolio	100.00%	100.00%
Consumer | Personal
Amounts and percentage of portfolio
Amount of portfolio	$ 20,209	$ 21,863
Percentage of portfolio	100.00%	100.00%
Consumer | Education
Amounts and percentage of portfolio
Amount of portfolio	$ 159,504	$ 164,202
Percentage of portfolio	100.00%	100.00%
Consumer | Automobile
Amounts and percentage of portfolio
Amount of portfolio	$ 219,097	$ 234,589
Percentage of portfolio	100.00%	100.00%
Performing | Consumer
Amounts and percentage of portfolio
Amount of portfolio	$ 626,200	$ 653,675
Percentage of portfolio	97.00%	98.00%
Performing | Consumer | Home equity and lines of credit
Amounts and percentage of portfolio
Amount of portfolio	$ 244,479	$ 247,944
Percentage of portfolio	99.00%	100.00%
Performing | Consumer | Personal
Amounts and percentage of portfolio
Amount of portfolio	$ 19,925	$ 21,783
Percentage of portfolio	99.00%	100.00%
Performing | Consumer | Education
Amounts and percentage of portfolio
Amount of portfolio	$ 142,699	$ 149,359
Percentage of portfolio	89.00%	91.00%
Performing | Consumer | Automobile
Amounts and percentage of portfolio
Amount of portfolio	$ 219,097	$ 234,589
Percentage of portfolio	100.00%	100.00%
Nonperforming | Consumer
Amounts and percentage of portfolio
Amount of portfolio	$ 18,520	$ 15,932
Percentage of portfolio	3.00%	2.00%
Nonperforming | Consumer | Home equity and lines of credit
Amounts and percentage of portfolio
Amount of portfolio	$ 1,431	$ 1,009
Percentage of portfolio	1.00%
Nonperforming | Consumer | Personal
Amounts and percentage of portfolio
Amount of portfolio	$ 284	80
Percentage of portfolio	1.00%
Nonperforming | Consumer | Education
Amounts and percentage of portfolio
Amount of portfolio	$ 16,805	$ 14,843
Percentage of portfolio	11.00%	9.00%

LOANS - Loans Acquired with Det

LOANS - Loans Acquired with Deteriorated Credit Quality (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Loans acquired disclosures
Outstanding principal balance	$ 13,495
Carrying amount	9,551	$ 11,667
Changes in the accretable discount on loans acquired with deteriorated credit quality
Balance at the beginning of the period	1,235
Accretion	(613)
Balance at the end of the period	$ 622

LOANS - Loan Delinquencies and

LOANS - Loan Delinquencies and Non-accrual Loans (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
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	$ 47,537	$ 51,019
Past due, percentage	100.00%	100.00%
Current loans	$ 4,008,725	$ 3,959,549
Current loans, percentage	100.00%	100.00%
Total Portfolio	$ 4,056,262	$ 4,010,568
Loans, percentage	100.00%	100.00%
Recorded Investment Greater Than 90 Days And Accruing	$ 16,805	$ 14,843
Non-Accruing	$ 23,930	$ 12,069
Non-Accruing, percentage	100.00%	100.00%
Loans acquired with deteriorated quality	$ 9,551	$ 11,667
30-59 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 15,973	$ 22,082
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	$ 7,778	$ 8,596
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	$ 23,786	$ 20,341
Past due, percentage	100.00%	100.00%
Commercial
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 7,030	$ 6,406
Past due, percentage	15.00%	13.00%
Current loans	$ 2,508,458	$ 2,440,081
Current loans, percentage	63.00%	62.00%
Total Portfolio	$ 2,515,488	$ 2,446,487
Loans, percentage	62.00%	61.00%
Non-Accruing	$ 15,500	$ 3,240
Non-Accruing, percentage	65.00%	27.00%
Commercial | 30-59 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 1,706	$ 2,907
Past due, percentage	10.00%	13.00%
Commercial | 60-89 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 2,500	$ 2,130
Past due, percentage	32.00%	25.00%
Commercial | Greater than 90 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 2,824	$ 1,369
Past due, percentage	12.00%	7.00%
Commercial | Real estate
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 1,481	$ 833
Past due, percentage	3.00%	2.00%
Current loans	$ 1,477,922	$ 1,387,563
Current loans, percentage	38.00%	36.00%
Total Portfolio	$ 1,479,403	$ 1,388,396
Loans, percentage	37.00%	35.00%
Non-Accruing	$ 1,793	$ 1,472
Non-Accruing, percentage	7.00%	12.00%
Loans acquired with deteriorated quality	$ 7,571	$ 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	$ 171	$ 338
Past due, percentage	2.00%	4.00%
Commercial | Real estate | Greater than 90 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 1,310	$ 243
Past due, percentage	6.00%	1.00%
Commercial | Business loans
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 3,775	$ 2,976
Past due, percentage	8.00%	6.00%
Current loans	$ 652,447	$ 691,270
Current loans, percentage	16.00%	17.00%
Total Portfolio	$ 656,222	$ 694,246
Loans, percentage	16.00%	17.00%
Non-Accruing	$ 13,707	$ 1,768
Non-Accruing, percentage	58.00%	15.00%
Loans acquired with deteriorated quality	$ 1,209	$ 5,284
Commercial | Business loans | 30-59 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 374	$ 853
Past due, percentage	2.00%	4.00%
Commercial | Business loans | 60-89 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 1,949	$ 997
Past due, percentage	25.00%	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	$ 1,452	$ 1,126
Past due, percentage	6.00%	6.00%
Commercial | Small business leases
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 1,774	$ 2,597
Past due, percentage	4.00%	5.00%
Current loans	$ 134,618	$ 136,416
Current loans, percentage	3.00%	3.00%
Total Portfolio	$ 136,392	$ 139,013
Loans, percentage	3.00%	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	$ 1,332	$ 1,802
Past due, percentage	8.00%	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	$ 380	$ 795
Past due, percentage	5.00%	9.00%
Commercial | Small business leases | Greater than 90 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 62
Commercial | Construction
Summary of Aged Analysis of Past Due and Non-accrual Loans
Current loans	$ 243,471	$ 224,832
Current loans, percentage	6.00%	6.00%
Total Portfolio	$ 243,471	$ 224,832
Loans, percentage	6.00%	6.00%
Residential
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 5,279	$ 6,413
Past due, percentage	11.00%	12.00%
Current loans	$ 890,775	$ 888,061
Current loans, percentage	23.00%	22.00%
Total Portfolio	$ 896,054	$ 894,474
Loans, percentage	23.00%	22.00%
Non-Accruing	$ 7,202	$ 7,740
Non-Accruing, percentage	30.00%	64.00%
Residential | 30-59 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 1,300	$ 2,252
Past due, percentage	8.00%	10.00%
Residential | 60-89 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 252	$ 466
Past due, percentage	3.00%	5.00%
Residential | Greater than 90 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 3,727	$ 3,695
Past due, percentage	16.00%	18.00%
Residential | Real estate
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 5,279	$ 6,413
Past due, percentage	11.00%	12.00%
Current loans	$ 890,775	$ 888,061
Current loans, percentage	23.00%	22.00%
Total Portfolio	$ 896,054	$ 894,474
Loans, percentage	23.00%	22.00%
Non-Accruing	$ 7,202	$ 7,740
Non-Accruing, percentage	30.00%	64.00%
Loans acquired with deteriorated quality	$ 284	$ 429
Residential | Real estate | 30-59 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 1,300	$ 2,252
Past due, percentage	8.00%	10.00%
Residential | Real estate | 60-89 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 252	$ 466
Past due, percentage	3.00%	5.00%
Residential | Real estate | Greater than 90 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 3,727	$ 3,695
Past due, percentage	16.00%	18.00%
Consumer
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 35,228	$ 38,200
Past due, percentage	74.00%	75.00%
Current loans	$ 609,492	$ 631,407
Current loans, percentage	14.00%	16.00%
Total Portfolio	$ 644,720	$ 669,607
Loans, percentage	15.00%	17.00%
Recorded Investment Greater Than 90 Days And Accruing	$ 16,805	$ 14,843
Non-Accruing	$ 1,228	$ 1,089
Non-Accruing, percentage	5.00%	9.00%
Consumer | 30-59 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 12,967	$ 16,923
Past due, percentage	82.00%	77.00%
Consumer | 60-89 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 5,026	$ 6,000
Past due, percentage	65.00%	70.00%
Consumer | Greater than 90 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 17,235	$ 15,277
Past due, percentage	72.00%	75.00%
Consumer | Home equity and lines of credit
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 1,413	$ 2,014
Past due, percentage	3.00%	4.00%
Current loans	$ 244,497	$ 246,939
Current loans, percentage	6.00%	6.00%
Total Portfolio	$ 245,910	$ 248,953
Loans, percentage	6.00%	6.00%
Non-Accruing	$ 1,038	$ 1,009
Non-Accruing, percentage	4.00%	8.00%
Loans acquired with deteriorated quality	$ 393	$ 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	$ 941	$ 1,103
Past due, percentage	6.00%	5.00%
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	$ 158	$ 502
Past due, percentage	2.00%	6.00%
Consumer | Home equity and lines of credit | Greater than 90 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 314	$ 409
Past due, percentage	1.00%	2.00%
Consumer | Personal
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 289	$ 646
Past due, percentage	1.00%	1.00%
Current loans	$ 19,920	$ 21,217
Current loans, percentage		1.00%
Total Portfolio	20,209	$ 21,863
Loans, percentage		1.00%
Non-Accruing	$ 190	$ 80
Non-Accruing, percentage	1.00%	1.00%
Loans acquired with deteriorated quality	$ 94	$ 142
Consumer | Personal | 30-59 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 127	$ 456
Past due, percentage	1.00%	2.00%
Consumer | Personal | 60-89 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 46	$ 165
Past due, percentage	1.00%	2.00%
Consumer | Personal | Greater than 90 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 116	$ 25
Consumer | Education
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 30,853	$ 30,501
Past due, percentage	64.00%	60.00%
Current loans	$ 128,651	$ 133,701
Current loans, percentage	3.00%	3.00%
Total Portfolio	$ 159,504	$ 164,202
Loans, percentage	4.00%	4.00%
Recorded Investment Greater Than 90 Days And Accruing	$ 16,805	$ 14,843
Consumer | Education | 30-59 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 9,541	$ 10,974
Past due, percentage	60.00%	50.00%
Consumer | Education | 60-89 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 4,507	$ 4,684
Past due, percentage	58.00%	54.00%
Consumer | Education | Greater than 90 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 16,805	$ 14,843
Past due, percentage	71.00%	73.00%
Consumer | Automobile
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 2,673	$ 5,039
Past due, percentage	6.00%	10.00%
Current loans	$ 216,424	$ 229,550
Current loans, percentage	5.00%	6.00%
Total Portfolio	$ 219,097	$ 234,589
Loans, percentage	5.00%	6.00%
Consumer | Automobile | 30-59 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 2,358	$ 4,390
Past due, percentage	15.00%	20.00%
Consumer | Automobile | 60-89 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 315	$ 649
Past due, percentage	4.00%	8.00%

LOANS - Troubled Debt Restructu

LOANS - Troubled Debt Restructured Loans by Classification (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2017USD ($)item	Mar. 31, 2016USD ($)item
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	7	6
Outstanding principal balance of TDR loans at period end | $	$ 2,370	$ 709
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	3
Outstanding principal balance of TDR loans at period end | $	$ 2,077
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	1
Outstanding principal balance of TDR loans at period end | $	$ 276
Commercial | Business loans
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	2
Outstanding principal balance of TDR loans at period end | $	$ 1,801
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	5
Outstanding principal balance of TDR loans at period end | $	$ 293	$ 515
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	5
Outstanding principal balance of TDR loans at period end | $	$ 293	$ 515
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
Outstanding principal balance of TDR loans at period end | $		$ 194
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
Outstanding principal balance of TDR loans at period end | $		$ 194

LOANS - Summary of Troubled Deb

LOANS - Summary of Troubled Debt Restructured Loans (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2017USD ($)item	Mar. 31, 2016USD ($)item
LOANS
Number of TDR loans at period end | item	7	6
Outstanding principal balance of TDR loans at period end | $	$ 2,370	$ 709
Number of loans that re-defaulted subsequent to being modified (in the past twelve months) | item	2
TDRs that re-defaulted subsequent to being modified (in the past twelve months) | $	$ 1,801

LOANS - Impaired Loans (Details

LOANS - Impaired Loans (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Components of Impaired Loans
Recorded investment	$ 23,930	$ 14,010
Unpaid principal balance	24,774	15,046
Average recorded investment	20,391	14,778
Interest income recognized		94
Loans acquired with deteriorated quality	9,551	11,667
Commercial
Components of Impaired Loans
Recorded investment	15,500	5,181
Unpaid principal balance	15,564	5,244
Average recorded investment	11,656	4,250
Interest income recognized		94
Commercial | Real estate
Components of Impaired Loans
Recorded investment	1,793	1,472
Unpaid principal balance	1,793	1,472
Average recorded investment	1,445	2,191
Loans acquired with deteriorated quality	7,571	5,396
Commercial | Business loans
Components of Impaired Loans
Recorded investment	13,707	3,709
Unpaid principal balance	13,771	3,772
Average recorded investment	10,211	2,047
Interest income recognized		94
Loans acquired with deteriorated quality	1,209	5,284
Commercial | Construction
Components of Impaired Loans
Average recorded investment		12
Residential
Components of Impaired Loans
Recorded investment	7,202	7,740
Unpaid principal balance	7,982	8,672
Average recorded investment	7,566	8,882
Residential | Real estate
Components of Impaired Loans
Recorded investment	7,202
Unpaid principal balance	7,982
Average recorded investment	7,566
Loans acquired with deteriorated quality	284	429
Residential | Construction
Components of Impaired Loans
Recorded investment	1,038	7,740
Unpaid principal balance	1,038	8,672
Average recorded investment	1,027	8,882
Consumer
Components of Impaired Loans
Recorded investment	1,228	1,089
Unpaid principal balance	1,228	1,130
Average recorded investment	1,169	1,646
Consumer | Home equity and lines of credit
Components of Impaired Loans
Recorded investment	190	1,009
Unpaid principal balance	190	1,050
Average recorded investment	142	1,460
Loans acquired with deteriorated quality	393	416
Consumer | Personal
Components of Impaired Loans
Recorded investment		80
Unpaid principal balance		80
Average recorded investment		178
Loans acquired with deteriorated quality	$ 94	142
Consumer | Education
Components of Impaired Loans
Average recorded investment		5
Consumer | Automobile
Components of Impaired Loans
Average recorded investment		$ 3

LOANS - Impaired Loans Other In

LOANS - Impaired Loans Other Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Other information
Interest income recognizable as per original terms	$ 302
Nonperforming loans, both nonaccrual and accrual	40,700	$ 27,700
Shared national credits
Other information
Loans downgraded to Doubtful and changed to nonaccrual status	9,600
Education | Consumer
Other information
Nonperforming loans, both nonaccrual and accrual	$ 16,800	$ 14,800

GOODWILL AND OTHER INTANGIBLE75

GOODWILL AND OTHER INTANGIBLES - Goodwill (Details) - USD ($) $ in Thousands	Apr. 14, 2016	Mar. 31, 2017	Dec. 31, 2016
Summary of goodwill
Balance at the beginning of the period		$ 169,125
Balance at the end of the period		169,002	$ 169,125
Additional disclosures
Impairment		0
Conestoga Bank
Summary of goodwill
Goodwill acquired	$ 47,000	47,029
Adjustments to goodwill		$ (123)
Beneficial Insurance Services, LLC
Additional disclosures
Impairment			$ 0

GOODWILL AND OTHER INTANGIBLE76

GOODWILL AND OTHER INTANGIBLES - Intangible Assets and Amortization Expense (Details) $ in Thousands	Apr. 14, 2016USD ($)	Mar. 31, 2017USD ($)
Goodwill and Other Intangibles
Impairment		$ 0
Summary of intangible assets
Balance at the beginning of the period		4,446
Amortization		(568)
Balance at the end of the period		$ 3,878
Core deposits
Goodwill and Other Intangibles
Estimated useful life		10 years
Summary of intangible assets
Balance at the end of the period		$ 2,400
Core deposits | Conestoga Bank
Goodwill and Other Intangibles
Intangible value assumption, percent of deposits	0.65
Summary of intangible assets
Additions	$ 2,200
Customer list
Summary of intangible assets
Balance at the end of the period		$ 1,500
Customer list | Minimum
Goodwill and Other Intangibles
Estimated useful life		4 years
Customer list | Maximum
Goodwill and Other Intangibles
Estimated useful life		6 years

OTHER ASSETS - Summary of Other

OTHER ASSETS - Summary of Other Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
OTHER ASSETS:
Investments in affordable housing and other partnerships	$ 5,216	$ 5,575
Prepaid assets	3,054	2,493
Net deferred tax assets	44,375	44,789
Other real estate	346	821
Fixed assets held for sale	744	744
Servicing rights	2,392	2,169
Prepaid and other assets	7,519	6,031
Total other assets	$ 63,646	$ 62,622

DEPOSITS - Deposits by Major Cl

DEPOSITS - Deposits by Major Classification (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
DEPOSITS
Non-interest bearing deposits	$ 539,987	$ 518,294
Interest-earning checking accounts	922,691	930,227
Municipal checking accounts	132,042	125,063
Money market accounts	447,528	444,226
Savings accounts	1,306,424	1,265,864
Certificates of deposit	870,184	874,514
Total deposits	$ 4,218,856	$ 4,158,188
Non-interest bearing deposits, percentage	12.80%	12.50%
Interest-earning checking accounts, percentage	21.90%	22.40%
Municipal checking accounts, percentage	3.10%	3.00%
Money market accounts, percentage	10.60%	10.70%
Savings accounts, percentage	31.00%	30.40%
Certificates of deposit, percentage	20.60%	21.00%
Total deposits, percentage	100.00%	100.00%

BORROWED FUNDS - Summary of Bor

BORROWED FUNDS - Summary of Borrowings (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Summary of borrowed funds
FHLB advances	$ 515,000	$ 465,000
Statutory trust debenture	25,427	25,423
Total borrowed funds	$ 540,427	$ 490,423

BORROWED FUNDS - Loans Pledged

BORROWED FUNDS - Loans Pledged as Collateral (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Borrowed funds
Amount of increased borrowings	$ 130,000	$ 5,008
FHLB advances
Borrowed funds
Amount of increased borrowings	$ 50,000
Weighted average interest rate	1.98%
Amount of remaining borrowings available with the FHLB	$ 1,300
FHLB advances | Weighted average
Borrowed funds
Life of debt	3 years 4 months 24 days
FHLB advances | FHLB Pittsburgh
Borrowed funds
Loans pledged to secure borrowing capacity	$ 2,500,000		$ 2,400,000
Maximum borrowing capacity of FHLB advances	1,800,000		1,800,000
Federal Reserve Bank borrowings | Federal Reserve Bank Of Philadelphia
Borrowed funds
Loans pledged to secure borrowing capacity	262,300		265,600
Maximum borrowing capacity from Federal Reserve Bank	$ 192,100		$ 192,600

REGULATORY CAPITAL REQUIREMEN81

REGULATORY CAPITAL REQUIREMENTS - Summary of Requirements (Details)	3 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Summary of regulatory capital requirements and ratios
Common Equity Tier 1 Capital (to risk weighted assets), ratio (as a percent)	21.37%	21.45%
Tier 1 Capital (to risk weighted assets), ratio (as a percent)	21.97%	22.06%
Total Capital (to risk weighted assets), ratio (as a percent)	23.03%	23.14%
Tier 1 Leverage ratio (as a percent)	16.18%	16.15%
Federal Deposit Corporation And Federal Reserve Board
Summary of regulatory capital requirements and ratios
Tier 1 Capital (to risk weighted assets), ratio (as a percent)	4.00%
Federal Deposit Corporation And Federal Reserve Board | Rules Effective January 1, 2015
Summary of regulatory capital requirements and ratios
Common Equity Tier 1 Capital (to risk weighted assets), ratio (as a percent)	4.50%
Tier 1 Capital (to risk weighted assets), ratio (as a percent)	6.00%
Total Capital (to risk weighted assets), ratio (as a percent)	8.00%
Tier 1 Leverage ratio (as a percent)	4.00%
Federal Deposit Corporation And Federal Reserve Board | Rules Phased in beginning January 2016
Summary of regulatory capital requirements and ratios
Common Equity Tier 1 Capital (to risk weighted assets), ratio (as a percent)	7.00%
Tier 1 Capital (to risk weighted assets), ratio (as a percent)	8.50%
Total Capital (to risk weighted assets), ratio (as a percent)	10.50%
Additional Common Equity Tier 1 (to risk weighted assets), ratio (as a percent)	2.50%
New Capital Conservation Buffer Requirement Beginning Ratio	0.625%

REGULATORY CAPITAL REQUIREMEN82

REGULATORY CAPITAL REQUIREMENTS - Summary of Compliance (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Tier 1 Leverage
Tier 1 Leverage, actual, capital amount	$ 906,550	$ 891,129
Tier 1 Leverage (to average assets), actual, ratio (as a percent)	16.18%	16.15%
Tier 1 Leverage, for capital adequacy purposes, capital amount	$ 224,167	$ 220,715
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	$ 280,209	$ 275,893
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	$ 881,540	$ 866,540
Common Equity Tier 1 Capital (to risk weighted assets), ratio (as a percent)	21.37%	21.45%
Common Equity Tier 1 Capital, for capital adequacy purposes, capital amount	$ 185,663	$ 181,769
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	$ 268,180	$ 262,555
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	$ 906,550	$ 891,129
Tier 1 Capital (to risk weighted assets), actual, ratio (as a percent)	21.97%	22.06%
Tier 1 Capital, for capital adequacy purposes, capital amount	$ 247,551	$ 242,359
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	$ 330,068	$ 323,145
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	$ 949,990	$ 934,624
Total Capital (to risk weighted assets), actual, ratio (as a percent)	23.03%	23.14%
Total Capital, for capital adequacy purposes, capital amount	$ 330,068	$ 323,145
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	$ 412,585	$ 403,931
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	$ 822,245	$ 814,038
Tier 1 Leverage (to average assets), actual, ratio (as a percent)	14.68%	14.76%
Tier 1 Leverage, for capital adequacy purposes, capital amount	$ 224,074	$ 220,639
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	$ 280,093	$ 275,799
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	$ 822,245	$ 814,038
Common Equity Tier 1 Capital (to risk weighted assets), ratio (as a percent)	19.95%	20.17%
Common Equity Tier 1 Capital, for capital adequacy purposes, capital amount	$ 185,454	$ 181,615
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	$ 267,878	$ 262,333
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	$ 822,245	$ 814,038
Tier 1 Capital (to risk weighted assets), actual, ratio (as a percent)	19.95%	20.17%
Tier 1 Capital, for capital adequacy purposes, capital amount	$ 247,272	$ 242,154
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	$ 329,696	$ 322,872
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	$ 865,627	$ 857,533
Total Capital (to risk weighted assets), actual, ratio (as a percent)	21.00%	21.25%
Total Capital, for capital adequacy purposes, capital amount	$ 329,696	$ 322,872
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	$ 412,121	$ 403,590
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 - Provision for In

INCOME TAXES - Provision for Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Income tax disclosures
Income tax expense	$ 3,520	$ 2,227
Effective income tax rate (as a percent)	29.60%	30.70%
ASU 2016-09
Income tax disclosures
Excess tax benefit recognized related to exercise of stock options and vesting of stock awards	$ 1,100

INCOME TAXES - Net deferred tax

INCOME TAXES - Net deferred taxes (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
INCOME TAXES
Net deferred tax assets	$ 44,375	$ 44,789

PENSION AND OTHER POSTRETIREM85

PENSION AND OTHER POSTRETIREMENT BENEFITS - Assumptions and Components (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2017USD ($)employee	Mar. 31, 2016USD ($)
Pension Benefits
Components of net pension cost
Interest cost	$ 845	$ 818
Expected return on assets	(1,565)	(1,559)
Amortization of loss	618	623
Net periodic pension (benefit) cost	$ (102)	(118)
Pension Benefits | Conestoga Bank | Maximum
Pension and postretirement benefit plans
Number of employees covered under benefit pension plan | employee	20
Other Postretirement Benefits
Components of net pension cost
Service cost	$ 35	34
Interest cost	183	179
Amortization of loss	64	39
Amortization/(accretion) of prior service cost	(121)	(122)
Net periodic pension (benefit) cost	$ 161	$ 130

STOCK BASED COMPENSATION - Equi

STOCK BASED COMPENSATION - Equity Incentive Plan and Non-Vested Stock Award Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Summary of Non-vested Stock Award Activity
Non-vested Stock Awards outstanding, Beginning balance (in shares)	2,960,572	616,505	616,505
Non-vested Stock Awards outstanding Weighted Average Grant Price, Beginning (in dollars per share)	$ 13.07	$ 10	$ 10
Number of Shares, issued	154,753	222,017
Weighted Average Grant Price, issued (in dollars per share)	$ 18	$ 12.69
Number of Shares, vested	(118,656)	(99,738)
Weighted Average Grant Price, vested (in dollars per share)	$ 9.82	$ 8.47
Number of Shares, forfeited	(65,976)	(21,066)
Weighted Average Grant Price, forfeited (in dollars per share)	$ 10.22	$ 9.89
Non-vested Stock Awards outstanding, Ending balance (in shares)	2,930,693	717,718	2,960,572
Non-vested Stock Awards outstanding Weighted Average Grant Price, Ending (in dollars per share)	$ 13.53	$ 11.05	$ 13.07
Fair value of shares vested	$ 2,000	$ 1,300
Additional Paid in Capital
Stock Based Compensation
Equity Plan shares granted from treasury stock, net	(1,063)
Stock awards
Stock Based Compensation
Compensation expense	$ 3,200	$ 413
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			$ (32,100)
2016 Omnibus Incentive Plan | Restricted Stock
Stock Based Compensation
Number of shares granted from treasury stock			2,442,064
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

STOCK BASED COMPENSATION - Stoc

STOCK BASED COMPENSATION - Stock Options (Details) - Stock Options - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Share - based compensation disclosures
Award expiration period	10 years
Award vesting period	5 years
Compensation expense	$ 290	$ 417
Summary of stock option activity
Number of Options, Beginning balance (in shares)	2,884,087	3,422,241
Weighted Exercise Price per Shares, Beginning balance (in dollars per share)	$ 9.59	$ 9.59
Number of Options, exercised (in shares)	(823,487)	(140,178)
Weighted Exercise Price per Shares, exercised (in dollars per share)	$ 9.54	$ 10.05
Number of Options, forfeited (in shares)	(11,878)	(26,290)
Weighted Exercise Price per Shares, forfeited (in dollars per share)	$ 9.42	$ 9.72
Number of Options, Ending balance (in shares)	2,048,722	3,255,773
Weighted Exercise Price per Shares, Ending balance (in dollars per share)	$ 9.61	$ 9.57
Options, additional disclosures
Weighted average remaining contractual term of options outstanding	4 years 11 months 12 days	5 years 6 months 7 days
Aggregate intrinsic value of options outstanding	$ 13,100	$ 13,400
Exercisable options (in shares)	1,601,034	2,306,651
Average weighted exercise price of exercisable options (in dollars per share)	$ 9.42	$ 9.49
Weighted average remaining contractual term of exercisable options	4 years 5 months 5 days	4 years 9 months
Aggregate intrinsic value of exercisable options	$ 10,500	$ 9,700

STOCK BASED COMPENSATION - Unre

STOCK BASED COMPENSATION - Unrecognized Compensation (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Stock Options
Share - based compensation disclosures
Unrecognized compensation cost related to options	$ 1.5	$ 3.1
Period for recognizing unrecognized compensation	1 year 11 months 1 day	2 years 7 months 2 days
Stock awards
Share - based compensation disclosures
Unrecognized compensation cost related non-vested stock awards granted under EIP	$ 28.7	$ 6.4
Period for recognizing unrecognized compensation	2 years 3 months 7 days	3 years 10 months 24 days

COMMITMENTS AND CONTINGENCIES -

COMMITMENTS AND CONTINGENCIES - Purchase and Loan Origination Commitments (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Commitments disclosures
Outstanding commitments to purchase or originate loans	$ 41,000	$ 162,200
Commitments to customers on available lines of credit	431,800	380,500
Commitments to fund commercial construction and other advances	133,100	135,100
Commitments to customer on standby letters of credit	26,800	22,800
Reserve for unfunded commitments	$ 287	$ 234

RECENT ACCOUNTING PRONOUNCEME90

RECENT ACCOUNTING PRONOUNCEMENTS (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2017USD ($)
ASU 2016-09
New accounting pronouncements
Cumulative-effect adjustment to retained earnings	$ (500)

FAIR VALUE OF FINANCIAL INSTR91

FAIR VALUE OF FINANCIAL INSTRUMENTS - Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Assets:
Servicing rights	$ 2,392	$ 2,169
Investment securities available-for-sale, estimated fair value	438,467	451,544
Interest rate swaps
Assets:
Derivative asset		1,952
U.S. GSE and agency notes
Assets:
Investment securities available-for-sale, estimated fair value	4,300	4,659
Ginnie Mae guaranteed mortgage certificates
Assets:
Investment securities available-for-sale, estimated fair value	3,707	3,868
GSE collateralized mortgage obligations (CMOs)
Assets:
Investment securities available-for-sale, estimated fair value	20,496
GSE mortgage-backed securities
Assets:
Investment securities available-for-sale, estimated fair value	358,029	376,534
Corporate securities
Assets:
Investment securities available-for-sale, estimated fair value	19,728	19,457
Equity Securities
Assets:
Investment securities available-for-sale, estimated fair value	383
SBA Servicing Rights
Assets:
Servicing rights	796	646
Recurring
Assets:
Total Assets	442,784	455,612
Liabilities:
Total Liabilities	1,883	1,852
Recurring | Interest rate swaps
Assets:
Derivative asset	1,925	1,899
Recurring | Interest rate swap agreements and other contracts
Liabilities:
Derivative liability	1,883	1,852
Recurring | U.S. GSE and agency notes
Assets:
Investment securities available-for-sale, estimated fair value	4,300	4,659
Recurring | Ginnie Mae guaranteed mortgage certificates
Assets:
Investment securities available-for-sale, estimated fair value	3,707	3,868
Recurring | GSE collateralized mortgage obligations (CMOs)
Assets:
Investment securities available-for-sale, estimated fair value	20,496	22,681
Recurring | GSE mortgage-backed securities
Assets:
Investment securities available-for-sale, estimated fair value	358,029	376,534
Recurring | General obligation municipal bonds
Assets:
Investment securities available-for-sale, estimated fair value	1,873	2,402
Recurring | Corporate securities
Assets:
Investment securities available-for-sale, estimated fair value	19,728	19,457
Recurring | Equity Securities
Assets:
Investment securities available-for-sale, estimated fair value	383
Recurring | Money market funds
Assets:
Investment securities available-for-sale, estimated fair value	29,837	21,742
Recurring | Mutual funds
Assets:
Investment securities available-for-sale, estimated fair value	114	201
Recurring | Mortgage Servicing Rights
Assets:
Servicing rights	1,596	1,523
Recurring | SBA Servicing Rights
Assets:
Servicing rights	796	646
Recurring | Level 1
Assets:
Total Assets	30,334	21,943
Recurring | Level 1 | Equity Securities
Assets:
Investment securities available-for-sale, estimated fair value	383
Recurring | Level 1 | Money market funds
Assets:
Investment securities available-for-sale, estimated fair value	29,837	21,742
Recurring | Level 1 | Mutual funds
Assets:
Investment securities available-for-sale, estimated fair value	114	201
Recurring | Level 2
Assets:
Total Assets	410,058	431,500
Liabilities:
Total Liabilities	1,883	1,852
Recurring | Level 2 | Interest rate swaps
Assets:
Derivative asset	1,925	1,899
Recurring | Level 2 | Interest rate swap agreements and other contracts
Liabilities:
Derivative liability	1,883	1,852
Recurring | Level 2 | U.S. GSE and agency notes
Assets:
Investment securities available-for-sale, estimated fair value	4,300	4,659
Recurring | Level 2 | Ginnie Mae guaranteed mortgage certificates
Assets:
Investment securities available-for-sale, estimated fair value	3,707	3,868
Recurring | Level 2 | GSE collateralized mortgage obligations (CMOs)
Assets:
Investment securities available-for-sale, estimated fair value	20,496	22,681
Recurring | Level 2 | GSE mortgage-backed securities
Assets:
Investment securities available-for-sale, estimated fair value	358,029	376,534
Recurring | Level 2 | General obligation municipal bonds
Assets:
Investment securities available-for-sale, estimated fair value	1,873	2,402
Recurring | Level 2 | Corporate securities
Assets:
Investment securities available-for-sale, estimated fair value	19,728	19,457
Recurring | Level 3
Assets:
Total Assets	2,392	2,169
Recurring | Level 3 | Mortgage Servicing Rights
Assets:
Servicing rights	1,596	1,523
Recurring | Level 3 | SBA Servicing Rights
Assets:
Servicing rights	$ 796	$ 646

FAIR VALUE OF FINANCIAL INSTR92

FAIR VALUE OF FINANCIAL INSTRUMENTS - Summary of Fair Value on a Recurring Basis Using Unobservable Units (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Mortgage Servicing Rights
Summary of fair value on a recurring basis using unobservable units
Balance at the beginning of the period	$ 1,523	$ 1,349
Additions	43	20
Payments	(63)	(50)
Decrease in fair value due to changes in valuation inputs or assumptions	93	(182)
Balance at the end of the period	1,596	$ 1,137
SBA Servicing Rights
Summary of fair value on a recurring basis using unobservable units
Balance at the beginning of the period	646
Additions	157
Payments	(4)
Decrease in fair value due to changes in valuation inputs or assumptions	(3)
Balance at the end of the period	$ 796

FAIR VALUE OF FINANCIAL INSTR93

FAIR VALUE OF FINANCIAL INSTRUMENTS - Assets and Liabilities Measured on Nonrecurring Basis (Details) - Nonrecurring - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2017
Assets and Liabilities Measured on Nonrecurring Basis
Impaired loans	$ 1,358	$ 13,520
Other real estate owned	366	144
Gains/(Losses) - Impaired loans	(33)
Level 3
Assets and Liabilities Measured on Nonrecurring Basis
Impaired loans	1,358	13,520
Other real estate owned	$ 366	$ 144

FAIR VALUE OF FINANCIAL INSTR94

FAIR VALUE OF FINANCIAL INSTRUMENTS - Fair Value of Financial Instruments (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Assets:
Securities available for sale	$ 438,467	$ 451,544
Securities held to maturity	554,853	597,785
Servicing rights	2,392	2,169
Accrued interest receivable	$ 16,715	16,635
Fair value of Financial instruments - other disclosures
Redemption price of FHLB (in dollars per share)	$ 100
SBA Servicing Rights
Assets:
Servicing rights	$ 796	646
Carrying Amount
Assets:
Securities available for sale	438,467	451,544
Carrying Amount | Level 1
Assets:
Cash and cash equivalents	420,079	287,046
Carrying Amount | Level 2
Assets:
Securities held to maturity	559,441	602,529
Loans held for sale	421	1,975
Interest rate swaps	1,925	1,899
Liabilities:
Deposits	4,218,856	4,158,188
Borrowed funds	540,427	490,423
Accrued interest payable	2,829	2,763
Carrying Amount | Level 2 | Interest rate swap agreements and other contracts
Liabilities:
Derivative liability	1,883	1,852
Carrying Amount | Level 3
Assets:
FHLB stock	23,231	21,231
Loans and leases, net	4,012,746	3,967,307
Accrued interest receivable	16,715	16,635
Carrying Amount | Level 3 | Mortgage Servicing Rights
Assets:
Servicing rights	1,596	1,523
Carrying Amount | Level 3 | SBA Servicing Rights
Assets:
Servicing rights	796	646
Estimated Fair Value
Assets:
Securities available for sale	438,467	451,544
Estimated Fair Value | Level 1
Assets:
Cash and cash equivalents	420,079	287,046
Estimated Fair Value | Level 2
Assets:
Securities held to maturity	554,853	597,785
Loans held for sale	421	2,009
Interest rate swaps	1,925	1,899
Liabilities:
Deposits	4,215,303	4,154,949
Borrowed funds	527,527	476,953
Accrued interest payable	2,829	2,763
Estimated Fair Value | Level 2 | Interest rate swap agreements and other contracts
Liabilities:
Derivative liability	1,883	1,852
Estimated Fair Value | Level 3
Assets:
FHLB stock	23,231	21,231
Loans and leases, net	4,017,570	3,969,172
Accrued interest receivable	16,715	16,635
Estimated Fair Value | Level 3 | Mortgage Servicing Rights
Assets:
Servicing rights	1,596	1,523
Estimated Fair Value | Level 3 | SBA Servicing Rights
Assets:
Servicing rights	$ 796	$ 646

SERVICING RIGHTS - Analysis of

SERVICING RIGHTS - Analysis of Residential Mortgage Activity (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Residential MSR's
Balance at the beginning of the period	$ 2,169
Increase/(decrease) in fair value due to
Balance at the end of the period	2,392
Residential Mortgage Servicing Rights
SERVICING RIGHTS
Balance of loans serviced	136,800	$ 139,200
Servicing fee income	87	87
Residential MSR's
Balance at the beginning of the period	1,523	1,349
Additions	43	20
Increase/(decrease) in fair value due to
Changes in valuation input or assumptions	93	(182)
Paydowns	(63)	(50)
Balance at the end of the period	$ 1,596	$ 1,137

SERVICING RIGHTS - Sensitivity

SERVICING RIGHTS - Sensitivity of the Current Fair Value of Residential Mortgage (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016	Dec. 31, 2015
SERVICING RIGHTS
Fair value of servicing rights	$ 2,392		$ 2,169
Residential Mortgage Servicing Rights
SERVICING RIGHTS
Fair value of servicing rights	$ 1,596	$ 1,137	$ 1,523	$ 1,349
Weighted average life (years)	8 years 3 months 18 days	4 years 8 months 12 days
Prepayment speed assumption (as a percent)	7.62%	13.13%
Effect on fair value of a 20% increase	$ (113)	$ (97)
Effect on fair value of a 10% increase	(58)	(50)
Effect on fair value of a 10% decrease	63	55
Effect on fair value of a 20% decrease	$ 132	$ 114
Discount rate assumption (as a percent)	9.75%	9.38%
Effect on fair value of a 20% increase	$ (142)	$ (65)
Effect on fair value of a 10% increase	(75)	(33)
Effect on fair value of a 10% decrease	82	36
Effect on fair value of a 20% decrease	$ 173	$ 73
Escrow earnings credit assumption (as a percent)	2.03%	1.35%
Effect on fair value of a 20% increase	$ 50	$ 25
Effect on fair value of a 10% increase	25	12
Effect on fair value of a 10% decrease	(25)	(11)
Effect on fair value of a 20% decrease	$ (50)	$ (24)

SERVICING RIGHTS - Analysis o97

SERVICING RIGHTS - Analysis of SBA Activity (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2017USD ($)
Servicing Rights
Balance at the beginning of the period	$ 2,169
Increases (decreases) in fair value due to:
Balance at the end of the period	2,392
SBA Servicing Rights
SERVICING RIGHTS
Balance of loans serviced	47,900
Servicing fee income	120
Servicing Rights
Balance at the beginning of the period	646
Additions	157
Increases (decreases) in fair value due to:
Changes in valuation input or assumptions	(3)
Paydowns	(4)
Balance at the end of the period	$ 796

SERVICING RIGHTS - Sensitivit98

SERVICING RIGHTS - Sensitivity of the Current Fair Value of SBA Loans (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
SERVICING RIGHTS
Fair value of servicing rights	$ 2,392	$ 2,169
SBA Servicing Rights
SERVICING RIGHTS
Servicing expenses per loan	1
Fair value of servicing rights	$ 796	$ 646
Weighted average life (years)	5 years 4 months 24 days
Prepayment speed assumption (as a percent)	8.93%
Effect on fair value of a 20% increase	$ (46)
Effect on fair value of a 10% increase	(24)
Effect on fair value of a 10% decrease	25
Effect on fair value of a 20% decrease	$ 51
Discount rate assumption (as a percent)	13.25%
Effect on fair value of a 20% increase	$ (64)
Effect on fair value of a 10% increase	(33)
Effect on fair value of a 10% decrease	36
Effect on fair value of a 20% decrease	$ 75

DERIVATIVE FINANCIAL INSTRUME99

DERIVATIVE FINANCIAL INSTRUMENTS - Fair Value of Derivative Financial Instruments (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2017USD ($)instrument	Mar. 31, 2016USD ($)	Dec. 31, 2016USD ($)
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	$ 75,782		$ 71,844
Fair value of asset derivatives	1,925		1,899
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	85,787		81,906
Fair value of liability derivatives	1,883		1,852
Interest rate swaps
Derivative disclosures
Interest rate derivative net gain (loss)	(8)	$ (10)
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			1,952
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	75,782		71,844
Fair value of asset derivatives	1,925		1,899
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	75,782		71,844
Fair value of liability derivatives	$ 1,876		1,843
Interest rate swaps | Not designated as hedging instruments
Derivative disclosures
Number of interest rate derivatives held | instrument	30
Notional amount of derivative	$ 151,600
Risk participation agreements
Derivative disclosures
Notional amount of derivative	10,000
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	7
Risk participation agreements | Services charges and other non-interest income
Derivative disclosures
Interest rate derivative net gain (loss)	2
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	10,005		10,062
Fair value of liability derivatives	7		$ 9
Interest rate swaps and risk participation agreements
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	$ 1,994
Conestoga Bank | Interest rate swaps | Not designated as hedging instruments
Derivative disclosures
Number of interest rate derivatives held | instrument	20
Notional amount of derivative	$ 72,000

DERIVATIVE FINANCIAL INSTRUM100

DERIVATIVE FINANCIAL INSTRUMENTS - Offsetting Interest Rate Swap Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Interest rate swaps and risk participation agreements
Derivatives
Gross Amounts of Recognized Assets	$ 1,994
Net Amounts of Assets presented in the Statement of Financial Condition	1,994
Gross Amounts Not Offset in the Statement of Financial Condition
Net Amount	$ 1,994
Interest rate swaps
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

DERIVATIVE FINANCIAL INSTRUM101

DERIVATIVE FINANCIAL INSTRUMENTS - Offsetting Interest Rate Swap Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Interest rate swaps and risk participation agreements
Derivatives
Gross Amounts of Recognized Liabilities	$ 1,953
Net Amounts of Liabilities presented in the Statement of Financial Condition	1,953
Gross Amounts Not Offset in the Statement of Financial Condition
Collateral Posted	630
Net Amount	$ 1,323
Interest rate swaps
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

DERIVATIVE FINANCIAL INSTRUM102

DERIVATIVE FINANCIAL INSTRUMENTS - Other information (Details) $ in Thousands	Mar. 31, 2017USD ($)
Interest rate swaps and risk participation agreements | Other liabilities
Derivative disclosures
Termination value of the interest rate swaps	$ 2,000
Interest rate swaps
Derivative disclosures
Posted collateral	630
Counterparty posted collateral	$ 785

MERGER AND RESTRUCTURING CHA103

MERGER AND RESTRUCTURING CHARGES (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2017USD ($)
Restructuring and Related Cost
Restructuring cost accrued, beginning balance	$ 2,003
Paid during the period	(763)
Restructuring cost accrued, ending balance	1,240
Severance
Restructuring and Related Cost
Restructuring cost accrued, beginning balance	545
Paid during the period	(125)
Restructuring cost accrued, ending balance	420
Contract termination, merger and other costs
Restructuring and Related Cost
Restructuring cost accrued, beginning balance	1,458
Paid during the period	(638)
Restructuring cost accrued, ending balance	$ 820

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - $ / shares	Apr. 21, 2017	Mar. 31, 2017
SUBSEQUENT EVENT
Dividend declared (in dollars per share)		$ 0.06
Subsequent event
SUBSEQUENT EVENT
Dividend declared (in dollars per share)	$ 0.06