Beneficial Bancorp 10-Q 27 Jul 17 2017 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2017	Jul. 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	Jun. 30, 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		75,934,756
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q2

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
CASH AND CASH EQUIVALENTS:
Cash and due from banks	$ 50,078	$ 45,791
Overnight investments	333,306	241,255
Total cash and cash equivalents	383,384	287,046
INVESTMENT SECURITIES:
Available-for-sale, at fair value (amortized cost of $424,592 and $449,655 at June 30, 2017 and December 31, 2016, respectively)	427,174	451,544
Held-to-maturity (estimated fair value of $539,005 and $597,785 at June 30, 2017 and December 31, 2016, respectively)	540,057	602,529
Federal Home Loan Bank stock, at cost	23,210	21,231
Total investment securities	990,441	1,075,304
LOANS AND LEASES:	4,094,732	4,010,568
Allowance for loan and lease losses	(43,350)	(43,261)
Net loans and leases	4,051,382	3,967,307
ACCRUED INTEREST RECEIVABLE	16,897	16,635
BANK PREMISES AND EQUIPMENT, Net	72,982	75,444
OTHER ASSETS:
Goodwill	169,002	169,125
Bank owned life insurance	80,952	80,664
Other intangibles	3,309	4,446
Other assets	60,614	62,622
Total other assets	313,877	316,857
TOTAL ASSETS	5,828,963	5,738,593
Deposits:
Non-interest bearing deposits	568,391	518,294
Interest-bearing deposits	3,616,645	3,639,894
Total deposits	4,185,036	4,158,188
Borrowed funds	540,432	490,423
Other liabilities	73,291	76,226
Total liabilities	4,798,759	4,724,837
COMMITMENTS AND CONTINGENCIES (Note 17)
STOCKHOLDERS' EQUITY:
Preferred Stock - $.01 par value; 100,000,000 shares authorized, None issued or outstanding as of June 30, 2017 and December 31, 2016
Common Stock - $.01 par value 500,000,000 shares authorized, 84,327,557 and 83,383,917 issued and 75,867,221 and 75,637,684 outstanding, as of June 30, 2017 and December 31, 2016, respectively	843	834
Additional paid-in capital	789,356	772,925
Unearned common stock held by employee savings and stock ownership plan	(28,312)	(29,546)
Retained earnings (partially restricted)	408,162	399,620
Accumulated other comprehensive loss	(24,483)	(25,833)
Treasury Stock at cost, 8,460,336 shares and 7,746,233 shares at June 30, 2017 and December 31, 2016, respectively	(115,362)	(104,244)
Total stockholders' equity	1,030,204	1,013,756
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 5,828,963	$ 5,738,593

CONDENSED CONSOLIDATED STATEME3

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
Available-for-sale, amortized cost (in dollars)	$ 424,592	$ 449,655
Held-to-maturity, estimated fair value (in dollars)	$ 539,005	$ 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	84,327,557	83,383,917
Common Stock, shares outstanding	75,867,221	75,637,684
Treasury Stock, shares	8,460,336	7,746,233

CONDENSED CONSOLIDATED STATEME4

CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
INTEREST INCOME:
Interest and fees on loans and leases	$ 42,211	$ 37,743	$ 83,698	$ 67,733
Interest on overnight investments	897	161	1,426	421
Interest and dividends on investment securities:
Taxable	5,416	6,166	10,773	12,525
Tax-exempt	18	325	40	650
Total interest income	48,542	44,395	95,937	81,329
Interest on deposits:
Interest bearing checking accounts	617	556	1,219	1,022
Money market and savings deposits	1,491	1,503	2,952	2,825
Time deposits	2,310	1,886	4,497	3,515
Total	4,418	3,945	8,668	7,362
Interest on borrowed funds	2,367	1,674	4,737	2,952
Total interest expense	6,785	5,619	13,405	10,314
Net interest income	41,757	38,776	82,532	71,015
Provision for loan and lease losses	750		1,350
Net interest income after provision for loan and lease losses	41,007	38,776	81,182	71,015
NON-INTEREST INCOME:
Insurance and advisory commission and fee income	1,626	1,539	3,719	3,530
Service charges and other income	5,353	4,383	9,451	7,768
Mortgage banking and SBA income	444	101	1,323	73
Net loss on sale of investment securities	(3)	(4)	(6)	(8)
Total non-interest income	7,420	6,019	14,487	11,363
NON-INTEREST EXPENSE:
Salaries and employee benefits	18,557	16,577	37,385	32,394
Occupancy expense	2,538	2,453	5,273	4,745
Depreciation, amortization and maintenance	2,397	2,571	4,813	4,889
Marketing expense	1,039	889	2,141	1,802
Intangible amortization expense	570	558	1,138	1,032
FDIC insurance	438	625	870	1,178
Merger and restructuring charges		8,621		9,459
Professional fees	1,001	1,386	2,212	2,415
Classified loan and other real estate owned related expense	262	173	530	465
Other	7,412	6,200	15,219	12,008
Total non-interest expense	34,214	40,053	69,581	70,387
Income before income taxes	14,213	4,742	26,088	11,991
Income tax expense	4,728	1,994	8,248	4,220
NET INCOME	$ 9,485	$ 2,748	$ 17,840	$ 7,771
EARNINGS PER SHARE - Basic (in dollars per share)	$ 0.13	$ 0.04	$ 0.24	$ 0.11
EARNINGS PER SHARE - Diluted (in dollars per share)	0.13	$ 0.04	0.24	$ 0.10
DIVIDENDS DECLARED PER SHARE	$ 0.06		$ 0.12
Average common shares outstanding - Basic (in shares)	70,630,256	71,197,288	70,337,425	73,679,901
Average common shares outstanding - Diluted (in shares)	71,168,059	72,078,696	70,993,059	74,536,502

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Parenthethical) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Net earnings per share for participating securities, basic	$ 0.13	$ 0.04	$ 0.24	$ 0.11
Net earnings per share for participating securities, diluted	$ 0.13	$ 0.04	$ 0.24	$ 0.10

CONDENSED CONSOLIDATED STATEME6

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Net Income	$ 17,840	$ 7,771
Unrealized gains (losses) on securities:
Unrealized holding gains on available for sale securities arising during the period (net of deferred tax of $250 and $3,167 for the six months ended June 30, 2017 and 2016, respectively)	436	5,495
Accretion of unrealized losses on available-for-sale securities transferred to held-to-maturity (net of deferred tax of $145 and $148 for the six months ended June 30, 2017 and 2016, respectively)	255	256
Reclassification adjustment for net losses on available for sale securities included in net income (net of tax of $2 and $3 for the six months ended June 30, 2017 and 2016, respectively)	4	5
Defined benefit pension plans:
Pension gains, other postretirement and postemployment benefit plan adjustments (net of tax of $465 and $464 for the six months ended June 30, 2017 and 2016, respectively)	655	617
Total other comprehensive income	1,350	6,373
Comprehensive income	$ 19,190	$ 14,144

CONDENSED CONSOLIDATED STATEME7

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Unrealized holding gains on available for sale securities arising during the period, deferred tax	$ 250	$ 3,167
Accretion of unrealized losses on available-for-sale securities transferred to held-to-maturity, deferred tax	145	148
Reclassification adjustment for net losses on available for sale securities included in net income, tax	2	3
Pension gains, other postretirement and postemployment benefit plan adjustments, tax	$ 465	$ 464

CONDENSED CONSOLIDATED STATEME8

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							$ 7,771
Net unrealized gain on AFS securities arising during the period (net of deferred tax of $250)							5,495
Accretion of unrealized losses on AFS securities transferred to HTM during the period (net of deferred tax of $145)						256	256
Reclassification adjustment for net losses on AFS securities included in net income (net of tax of $2)							5
Pension, other postretirement and postemployment benefit plan adjustments (net of tax of $465)							617
BALANCE, ending at Jun. 30, 2016						(17,001)
BALANCE, beginning at Dec. 31, 2016	$ 834	$ 772,925	$ (29,546)	$ 399,620	$ (104,244)	(25,833)	1,013,756
BALANCE, beginning (in shares) at Dec. 31, 2016	83,383,917
Increase (Decrease) in Stockholders' Equity
Net Income				17,840			17,840
Dividends declared ($0.12 per share)				(8,798)			(8,798)
KSOP shares committed to be released		906	1,234				2,140
Stock option expense		547					547
Restricted stock expense		7,162					7,162
Effect of change in accounting principle adoption of ASU 2016-09 stock based compensation | ASU 2016-09				(500)			(500)
Stock options exercised	$ 9	8,879					8,888
Stock options exercised (in shares)	943,640
Purchase of treasury stock including shares withheld to cover tax liabilities					(12,181)		(12,181)
Omnibus 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 $250)						436	436
Accretion of unrealized losses on AFS securities transferred to HTM during the period (net of deferred tax of $145)						255	255
Reclassification adjustment for net losses on AFS securities included in net income (net of tax of $2)						4	4
Pension, other postretirement and postemployment benefit plan adjustments (net of tax of $465)						655	655
BALANCE, ending at Jun. 30, 2017	$ 843	$ 789,356	$ (28,312)	$ 408,162	$ (115,362)	$ (24,483)	$ 1,030,204
BALANCE, ending (in shares) at Jun. 30, 2017	84,327,557

CONDENSED CONSOLIDATED STATEME9

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY (Parenthetical) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
Dividend declared (in dollars per share)	$ 0.12
Net unrealized gain on AFS securities arising during the period, deferred tax	$ 250	$ 3,167
Accretion of unrealized losses on AFS securities transferred to HTM during the period, deferred tax	145	148
Reclassification adjustment for net losses on AFS securities included in net income, tax	2	3
Pension, other postretirement and postemployment benefit plan adjustments, tax	$ 465	$ 464

CONDENSED CONSOLIDATED STATEM10

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
OPERATING ACTIVITIES:
Net income	$ 17,840	$ 7,771
Adjustment to reconcile net income to net cash provided (used in) by operating activities:
Provision for loan and lease losses	1,350
Depreciation and amortization	3,104	3,190
Intangible amortization	1,138	1,032
Net loss on sale of investments	6	8
Accretion of discount on investments	(106)	(155)
Amortization of premium on investments	2,131	2,828
Accretion of acquired loan and lease marks	1,313	293
Gain on sale of loans	(1,186)	(121)
Net loss from disposition of premises and equipment	90	715
Proceeds from sale of fixed assets held for sale		33
Net loss (gain) on sale of other real estate	5	(55)
Amortization of KSOP	2,140	1,753
Increase in bank owned life insurance	(288)	(455)
Stock based compensation	7,209	2,192
Origination of loans held for sale	(9,366)	(7,405)
Proceeds from sale of loans	23,227	6,162
Changes in assets and liabilities:
Accrued interest receivable	(262)	(895)
Accrued interest payable	100	206
Income taxes payable	259	(574)
Other liabilities	(2,174)	8,615
Other assets	87	143
Net cash provided by operating activities	46,617	25,281
INVESTING ACTIVITIES:
Loans and leases originated or acquired	(610,930)	(713,825)
Principal repayment on loans and leases	511,421	374,604
Purchases of investment securities available for sale		(7,500)
Proceeds from sales of investment securities available for sale		59,424
Proceeds from maturities, calls or repayments of investment securities available for sale	40,706	111,701
Proceeds from maturities, calls or repayments of investment securities held to maturity	61,623	52,438
Net purchases from sales of money market and mutual funds	(16,175)	(17,974)
Net purchases of Federal Home Loan Bank stock	(1,979)	(7,338)
Acquisition of Conestoga, net cash acquired		(79,610)
Proceeds from sale of other real estate owned	826	1,065
Purchases of premises and equipment	(733)	(2,139)
Proceeds from sale of premises and equipment		21
Cash provided by other investing activities	196	470
Net cash used in investing activities	(15,045)	(228,663)
FINANCING ACTIVITIES:
Increase in borrowed funds	130,000	320,994
Repayment of borrowed funds	(79,991)	(140,985)
Net increase in checking, savings and demand accounts	43,763	18,921
Net decrease in time deposits	(16,915)	(18,659)
Cash dividend paid to stockholders	(8,798)
Proceeds from the exercise of stock options	11,159	2,534
Cash paid to tax authorities related to stock based compensation awards	(7,046)	(730)
Purchase of treasury stock	(7,406)	(109,123)
Net cash provided by financing activities	64,766	72,952
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	96,338	(130,430)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	287,046	233,920
CASH AND CASH EQUIVALENTS, END OF PERIOD	383,384	103,490
SUPPLEMENTAL DISCLOSURES OF CASH FLOW AND NON-CASH INFORMATION:
Cash payments for interest	13,305	10,108
Cash payments for income taxes	7,987	4,475
Transfers of loans to other real estate owned	$ 166	366
Transfers of bank branches to fixed assets held for sale		501
Acquisition of noncash assets and liabilities
Assets acquired		621,584
Liabilities assumed		$ 589,240

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 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 six months ended June 30, 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 Bank’s 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	6 Months Ended
	Jun. 30, 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”), the Bank’s former mid-tier stock holding company, upon completion of the second-step conversion of the Bank from the 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	6 Months Ended
	Jun. 30, 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 June 30, 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. During the three months ended 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 June 30, 2017 $ The changes to goodwill during 2017 were primarily due to final market values received on assets acquired and adjustments to deferred tax assets. There were no changes to goodwill recorded during the three months ended June 30, 2017.

CHANGES IN AND RECLASSIFICATION

CHANGES IN AND RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)	6 Months Ended
	Jun. 30, 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 six months ended June 30, 2017 and June 30, 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, June 30, 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, June 30, 2016 $ $ ) $ ) The following tables present reclassifications out of AOCI by component for the six months ended June 30, 2017 and June 30, 2016: For the Six Months Ended June 30, 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 investment securities ) Income tax benefit $ Net of tax Amortization of defined benefit pension items Prior service costs $ )(1) Other non-interest expense Net recognized actuarial losses (1) Other non-interest expense $ Total before tax ) Income tax benefit $ Net of tax (1) These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension cost. See Note 15 - Pension and Other Postretirement Benefits for additional details. For the Six Months Ended June 30, 2016 (Dollars in thousands) Details about accumulated Amount reclassified Affected line item in other comprehensive loss from accumulated other the consolidated statements Components comprehensive loss of operations Unrealized gains and losses on available-for-sale securities $ Net loss on sale of investment securities ) Income tax benefit $ Net of tax Amortization of defined benefit pension items 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 15 - Pension and Other Postretirement Benefits for additional details.

EARNINGS PER SHARE

EARNINGS PER SHARE	6 Months Ended
	Jun. 30, 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 and six months ended June 30, 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 six months ended June 30, 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 and six months ended June 30, 2017. See Note 16 for further discussion of stock grants. Three Months Ended Six Months Ended (Dollars in thousands, except share and per share amounts) 2017 2016 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 and six months ended June 30, 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 and six months ended June 30, 2017, there were no stock options that were anti-dilutive. For the six months ended June 30, 2016, there were 2,274,416 restricted stock awards that were antidilutive and therefore excluded from the earnings per share calculation. For the three and six months ended June 30, 2016, there were 161,531 outstanding options that were antidilutive and therefore excluded from the earnings per share calculation.

INVESTMENT SECURITIES

INVESTMENT SECURITIES	6 Months Ended
	Jun. 30, 2017
INVESTMENT SECURITIES
INVESTMENT SECURITIES	NOTE 6 — INVESTMENT SECURITIES The amortized cost and estimated fair value of investments in debt and equity securities at June 30, 2017 and December 31, 2016 are as follows: June 30, 2017 Investment Securities Available-for-Sale Gross Gross Estimated Amortized Unrealized Unrealized Fair (Dollars in thousands) Cost Gains Losses Value Equity Securities $ 250 $ 133 $ — $ 383 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 $ $ $ $ June 30, 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 $ 4,649 $ — $ 4,659 Ginnie Mae guaranteed mortgage certificates — GSE mortgage-backed securities Collateralized mortgage obligations Municipal bonds — Corporate Securities Money market and mutual funds and — Total $ $ $ $ December 31, 2016 Investment Securities Held-to-Maturity Gross Gross Estimated Amortized Unrealized Unrealized Fair (Dollars in thousands) Cost Gains Losses Value GSE mortgage-backed securities $ $ $ $ Collateralized mortgage obligations Municipal bonds — Foreign bonds — Total $ $ $ $ During the six months ended June 30, 2017, the Bank sold $168 thousand of mutual funds that resulted in a loss of $6 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 June 30, 2017 and December 31, 2016: At June 30, 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 U.S. Government Sponsored Enterprise (“GSE”) and Agency Notes $ $ $ — $ — $ $ Mortgage-backed securities Collateralized mortgage obligations Subtotal, debt securities Mutual Funds — — Total $ $ $ $ $ $ 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 $ $ $ $ $ $ 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 $4.9 million related to its GSE mortgage-backed securities as of June 30, 2017. Additionally, the Company had an unrealized loss of $190 thousand on GSE collateralized mortgage obligations, an unrealized loss of $5 thousand on GSE Notes and an unrealized loss of $1 thousand on mutual funds as of June 30, 2017. U.S. Government Sponsored Enterprise (“GSE”) and Agency Notes The Company’s investments that were in a loss position for less than 12 months included GSE Notes with an unrealized loss of 0.1% as of June 30, 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 June 30, 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 0.1% as of June 30, 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 1.0% as of June 30, 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 June 30, 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 0.7% as of June 30, 2017. The Company’s investments that were in a loss position for less than 12 months included GSE CMOs with an unrealized loss of 0.7%. 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 June 30, 2017. The following table sets forth the stated maturities of the investment securities at June 30, 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. June 30, 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 June 30, 2017 and December 31, 2016, $66.6 million and $90.7 million, respectively, of securities were pledged to secure municipal deposits. At June 30, 2017 and December 31, 2016, the Company had $988 thousand and $500 thousand, respectively, of securities pledged as collateral on interest rate swaps.

LOANS

LOANS	6 Months Ended
	Jun. 30, 2017
LOANS
LOANS	NOTE 7 — LOANS Loans at June 30, 2017 and December 31, 2016 are summarized as follows: June 30, 2017 (Dollars in thousands) Originated Acquired Non-Credit Impaired Acquired Total 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 $ $ $ $ December 31, 2016 (Dollars in thousands) Originated Acquired Non- Acquired Total 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 three and six months ended June, 30, 2017, the Company recorded a $360 thousand and $1.0 million net gain on the sale of $4.0 million and $11.3 million, respectively, of guaranteed Small Business Administration (“SBA”) loans that is included in “mortgage banking and SBA income” on the consolidated statements of income. As of June 30, 2017, the Bank retained the $3.6 million outstanding unguaranteed portion of the loans and the related servicing rights for the loans and receives a 1.0% servicing fee from the purchaser of the loans. As of June 30, 2017, the Company had $565 thousand 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. During the three and six months ended June 30, 2017, the Bank sold residential mortgage loans with an unpaid principal balance of approximately $4.8 million and $10.8 million, respectively, and recorded mortgage banking income of approximately $160 thousand and $385 thousand, respectively. During the three and six months ended June 30, 2016, the Bank sold residential mortgage loans with an unpaid principal balance of approximately $2.0 million and $6.0 million, respectively, and recorded mortgage banking income of approximately $101 thousand and $73 thousand, respectively. The mortgage banking income decline during the six months ended June 30, 2016 was the result of a decrease in the fair value of mortgage servicing rights due to an increase in the constant prepayment assumption. Please refer to Note 20 — Servicing Rights for additional information. 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 June 30, 2017, shared national credits totaled $237.2 million, which included $90.3 million of leveraged lending transactions. During the three months ended March 31, 2017, one shared national credit for $9.5 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 June 30, 2017. All other shared national credits were classified as pass rated as of June 30, 2017 as all payments are current and the loans are performing in accordance with their contractual terms. The Company’s accounting policies for shared national credits, including our charge off and reserve policy, are consistent with the significant accounting policies disclosed in our financial statements for our total loan portfolio. The Company underwrites all shared national credits consistent with our underwriting guidelines. All shared national credits are subject to annual reviews where the risk rating of the loan is evaluated. Additionally, the Company obtains quarterly financial information and performs a financial analysis on a regular basis to ensure that the borrower can comply with the financial terms of the loan. The information used in the analysis is provided by the borrower through the agent bank. 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 June 30, 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 June 30, 2017 or December 31, 2016. The summary activity in the allowance for loan losses for all portfolios for the six months ended June 30, 2017 and 2016, and for the year ended December 31, 2016, is as follows: Six Months Ended Year Ended June 30, 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 tables set forth the activity in the allowance for loan losses by portfolio for the six months ended June 30, 2017 and the year ended December 31, 2016: COMMERCIAL RESIDENTIAL CONSUMER June 30, 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 Total Allowance $ $ $ $ $ $ $ $ $ $ Financing receivable: Ending balance Individually evaluated for impairment $ $ $ — $ — $ $ $ $ — $ — $ Collectively evaluated for impairment Acquired non-credit impaired loans (2) — — Acquired credit impaired loans (1) — — — — Total Portfolio $ $ $ $ $ $ $ $ $ $ (1) Acquired credit impaired loans are evaluated on an individual basis. (2) Acquired non-credit impaired loans are evaluated collectively, excluding loans that have subsequently moved to non-accrual status which are individually evaluated for impairment. 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 Total Allowance $ $ $ $ $ $ $ $ $ $ Financing receivable: Ending balance Individually evaluated for impairment $ $ $ — $ — $ $ $ $ — $ — $ Collectively evaluated for impairment Acquired non-credit impaired loans (2) — Acquired credit impaired loans (1) — — — — Total Portfolio $ $ $ $ $ $ $ $ $ $ (1) Acquired credit impaired loans are evaluated on an individual basis. (2) Acquired non-credit impaired loans are evaluated collectively, excluding loans that have subsequently moved to non-accrual status which are individually evaluated for impairment. 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. 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 Company charges-off the collateral or discounted cash flow deficiency on all non-accrual loans. The following tables set forth the amounts and percentage of the portfolio of classified asset categories for the commercial and residential loan portfolios at June 30, 2017 and December 31, 2016: Commercial and Residential Loans Credit Risk Internally Assigned June 30, 2017 (Dollars in thousands) Commercial Real Commercial Small Business Commercial Residential Real Total Grade Pass Originated loans $ % $ % $ % $ % $ % $ % Acquired non-credit impaired loans % % % — % % % Total Pass $ % $ % $ % $ % $ % $ % Special Mention Originated loans — % — % — — % — — % — — % — % Acquired non-credit impaired loans — % — % — — % — — % — — % — % Total Special Mention — % — % — — % — — % — — % — % Substandard Originated loans % — % — — % — — % — % % Acquired non-credit impaired loans — % — % — — % — — % — % — % Acquired credit impaired loans % — % — — % — — % — % — % Total Substandard % — % — — % — — % — % % Doubtful Originated — — % % — — % — — % — — % — % Total Doubtful — — % % — — % — — % — — % — % Total $ % $ % $ % $ % $ % $ % December 31, 2016 (Dollars in thousands) Commercial Real Commercial Small Business Commercial Residential Real Total Grade Pass Originated loans $ % $ % $ % $ % $ % $ % Acquired non-credit impaired loans % % % — % % % Total Pass $ % $ % $ % $ % $ % $ % Special Mention Originated loans % — % — — % — — % — — % — % Acquired non-credit impaired loans — % — % — — % — — % — — % — % Total Special Mention % — % — — % — — % — — % — % Substandard Originated loans — % % — — % — — % — % % Acquired non-credit impaired loans — % — % — — % — — % — % — % Acquired credit impaired loans — % — % — — % — — % — % — % Total Substandard — % % — — % — — % — % % Doubtful Total 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 $9.5 million shared national credit during the six months ended June 30, 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 June 30, 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 June 30, 2017 and December 31, 2016: Commercial and Residential Loans Credit Risk Internally Assigned June 30, 2017 (Dollars in thousands) Home Equity & Personal Education Auto Total Performing Originated loans $ % $ % $ % $ % $ % Acquired non-credit impaired loans % % — — % — — % % Acquired credit impaired loans — % — % — — % — — % — % Total Performing % % % % % Nonperforming Originated loans — % — % % — — % % Acquired non-credit impaired loans — % % — — % — — % — % Acquired credit impaired loans — — % — — % — — % — — % — — % Total Nonperforming — % % % — — % % Total $ % $ % $ % $ % $ % December 31, 2016 (Dollars in thousands) Home Equity & Personal Education Auto Total Performing Originated loans $ % $ % $ % $ % $ % Acquired non-credit impaired loans % % — — % — % % Acquired credit impaired loans — % — % — — % — — % — % Total Performing % % % % % Nonperforming Originated loans — % — % % — — % % Acquired non-credit impaired loans — % — % — — % — — % — % Acquired credit impaired loans — — % — — % — — % — — % — — % Total Nonperforming — % — % % — — % % Total $ % $ % $ % $ % $ % Loans Acquired with Deteriorated Credit Quality The outstanding principal balance and related carrying amount of loans acquired with deteriorated credit quality, for which the Company applies the provisions of ASC 310-30, as of June 30, 2017, are as follows: June 30, (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 Conestoga Bank acquisition date through June 30, 2017: Accretable (Dollars in thousands) Discount Balance, April 14, 2016 $ Accretion ) Balance, June 30, 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 June 30, 2017 Recorded 30-59 60-89 > 90 Investment Days Days Days Total Acquired Total >90 Days Past Past Past Past Credit Financing And Non- (Dollars in thousands) Due Due Due Due Impaired Current Receivables Accruing Accruing (1) 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 $8.9 million of acquired credit impaired loans, which have been recorded at their fair value at acquisition. Aged 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 Acquired Total >90 Days Past Past Past Past Credit Financing And Non- (Dollars in thousands) Due Due Due Due Impaired Current Receivables Accruing Accruing (1) 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 acquired credit impaired loans, 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 June 30, 2017 and 2016. June 30, June 30, 2017 2016 (Dollars in thousands) No. of Loans Balance No. of Loans 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 — — Personal — — Total consumer loans — — Total loans $ $ The following tables summarize information about TDRs as of and for the six months ended June 30, 2017 and 2016: For the Six 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 Six 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 for Receivables. The fair value of impaired loans is estimated using one of several methods, including collateral value, liquidation value or discounted cash flows. However, collateral value is predominantly used to assess the fair value of an impaired loan. Those impaired loans not requiring an allowance represent loans for which the fair value of the collateral or expected repayments exceed the recorded investments in such loans. Components of Impaired Loans Impaired Loans Year to date June 30, 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 — — — Home Equity and Lines of Credit — — — Personal — — — Education — — — — — — Auto — — — — — Total Impaired Loans: $ $ $ — $ $ — $ — Commercial — — — Residential — — — Consumer — — — Total $ $ $ — $ $ — $ — The impaired loans table above does not include $8.9 million of acquired credit impaired loans, 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 June 30, 2017. The increase in impaired loans can be attributed to the downgrade to doubtful and change to non-accrual of a $9.5 million shared national credit during the six months ended June 30, 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 June 30, 2017. Interest income that would have been recorded for the six months ended June 30, 2017, had impaired loans been current according to their original terms, amounted to $545 thousand. Non-performing loans (which include non-accrual loans and loans past due 90 days or more and still accruing) at June 30, 2017 and December 31, 2016 amounted to $37.3 million and $26.9 million, respectively, and included $16.1 million and $14.8 million, respectively, of government guaranteed student loans.

GOODWILL AND OTHER INTANGIBLES

GOODWILL AND OTHER INTANGIBLES	6 Months Ended
	Jun. 30, 2017
GOODWILL AND OTHER INTANGIBLES
GOODWILL AND OTHER INTANGIBLES	NOTE 8 — GOODWILL AND OTHER INTANGIBLES The goodwill and other intangible assets arising from acquisitions are 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 June 30, 2017, the other intangibles consisted of $1.9 million of core deposit intangibles, which are amortized over an estimated useful life of ten years, and $1.4 million of customer list intangibles, which are amortized over an estimated useful life of between four and six years. Goodwill and other intangibles at June 30, 2017 are summarized below. (Dollars in thousands) Goodwill Intangibles Balance at January 1, 2017 $ $ Adjustment for Conestoga Bank ) — Amortization — ) Balance at June 30, 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 six months ended June 30, 2017, the Company noted no indicators of impairment as it relates to goodwill or other intangibles.

OTHER ASSETS

OTHER ASSETS	6 Months Ended
	Jun. 30, 2017
OTHER ASSETS
OTHER ASSETS	NOTE 9 — OTHER ASSETS The following table provides selected information on other assets at June 30, 2017 and December 31, 2016: June 30, 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 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 20 for further discussion of servicing rights.

DEPOSITS

DEPOSITS	6 Months Ended
	Jun. 30, 2017
DEPOSITS
DEPOSITS	NOTE 10 — DEPOSITS Deposits consisted of the following major classifications at June 30, 2017 and December 31, 2016: June 30, % 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	6 Months Ended
	Jun. 30, 2017
BORROWED FUNDS
BORROWED FUNDS	NOTE 11 — BORROWED FUNDS Borrowed funds at June 30, 2017 and December 31, 2016 are summarized as follows: (Dollars in thousands) June 30, December 31, FHLB advances $ $ Statutory trust debenture Total borrowed funds $ $ The Company increased borrowings by $50.0 million during the six months ended June 30, 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, which 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 June 30, 2017 and December 31, 2016, loans in the amount of $2.6 billion and $2.4 billion, respectively, collateralized the Company’s total borrowing capacity with the FHLB of Pittsburgh of $1.9 billion and $1.8 billion, respectively. At June 30, 2017, remaining borrowings available with the FHLB were $1.4 billion. The Company also pledges loans to secure its available borrowing capacity at the Federal Reserve Bank of Philadelphia. At June 30, 2017 and December 31, 2016, loans in the amount of $240.9 million and $265.6 million, respectively, were pledged to secure the Company’s borrowing capacity at the Federal Reserve Bank of Philadelphia of $178.8 million and $192.6 million, respectively.

OTHER LIABILITIES

OTHER LIABILITIES	6 Months Ended
	Jun. 30, 2017
OTHER LIABILITIES
OTHER LIABILITIES	NOTE 12 — OTHER LIABILITIES The following table provides selected information on other liabilities at June 30, 2017 and December 31, 2016: June 30, December 31, (Dollars in thousands) 2017 2016 Accrued pension and other postretirement benefits $ $ Other accrued expenses Mortgage escrow Deferred rent Accrued interest Income taxes payable Other liabilities Total other liabilities $ $

REGULATORY CAPITAL REQUIREMENTS

REGULATORY CAPITAL REQUIREMENTS	6 Months Ended
	Jun. 30, 2017
REGULATORY CAPITAL REQUIREMENTS
REGULATORY CAPITAL REQUIREMENTS	NOTE 13 — 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 June 30, 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 June 30, 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 June 30, 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 June 30, 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 June 30, 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	6 Months Ended
	Jun. 30, 2017
INCOME TAXES
INCOME TAXES	NOTE 14 — INCOME TAXES For the three months ended June 30, 2017, the Company recorded a provision for income taxes of $4.7 million, reflecting an effective tax rate of 33.3%, compared to a provision for income taxes of $2.0 million, reflecting an effective tax rate of 42.0%, for the three months ended June 30, 2016. For the six months ended June 30, 2017, the Company recorded a provision for income taxes of $8.2 million, reflecting an effective tax benefit 31.6%, compared to a provision for income taxes of $4.2 million, reflecting an effective tax rate of 35.2%, for the six months ended June 30, 2016. During the six months ended June 30, 2017, the effective tax rate was lowered as a result of a $1.8 million excess tax benefit 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 June 30, 2017, the Company had net deferred tax assets totaling $43.8 million. These deferred tax assets can only be realized if the Company generates sufficient taxable income in the future. If it cannot, a valuation allowance is established. The Company regularly evaluates the reliability of deferred tax asset positions. In determining whether a valuation allowance is necessary, the Company considers the level of taxable income in prior years to the extent that carry backs are permitted under current tax laws, as well as estimates of future pre-tax and taxable income and tax planning strategies that would, if necessary, be implemented. The Company currently maintains a valuation allowance for certain state net operating losses that management believes it is more likely than not that such deferred tax assets will not be realized. The Company expects to realize the remaining deferred tax assets over the allowable carry back and/or carry forward periods. Therefore, no valuation allowance is deemed necessary against its remaining federal or remaining state deferred tax assets as June 30, 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	6 Months Ended
	Jun. 30, 2017
PENSION AND OTHER POSTRETIREMENT BENEFITS
PENSION AND OTHER POSTRETIREMENT BENEFITS	NOTE 15 — 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 of prior service cost — — ) ) Amortization of transition obligation — — — — Net periodic pension (benefit) cost $ ) $ ) $ $ Pension Benefits Other Postretirement Benefits Six Months Ended Six Months Ended 2017 2016 2017 2016 Service cost $ — $ — $ $ Interest cost Expected return on assets ) ) — — Amortization of loss Amortization of prior service cost — — ) ) Amortization of transition obligation — — — — Net periodic pension (benefit) cost $ ) $ ) $ $

STOCK BASED COMPENSATION

STOCK BASED COMPENSATION	6 Months Ended
	Jun. 30, 2017
STOCK BASED COMPENSATION
STOCK BASED COMPENSATION	NOTE 16 — 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 in equity awards. 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 and six months ended June 30, 2017 was $3.4 million and $6.7 million, respectively, compared to $1.0 million and $1.5 million for the three and six months ended June 30, 2016, respectively. 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 six months ended June 30, 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, June 30, 2017 The following table summarizes the non-vested stock award activity for the six months ended June 30, 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, June 30, 2016 The fair value of the 870,133 shares that vested during the six months ended June 30, 2017 was $13.9 million. The fair value of the 121,078 shares that vested during the six months ended June 30, 2016 was $1.6 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 six months ended June 30, 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 $236 thousand and $526 thousand for the three and six months ended June 30, 2017, respectively, compared to $354 thousand and $771 thousand for the three and six months ended June 30, 2016, respectively. A summary of option activity as of June 30, 2017 and changes during the six month period ended June 30, 2017 is presented below: Number of Options Weighted Exercise January 1, 2017 $ Granted — — Exercised ) Forfeited ) Expired — — June 30, 2017 A summary of option activity as of June 30, 2016 and changes during the six month period ended June 30, 2016 is presented below: Number of Options Weighted Exercise January 1, 2016 $ Granted — — Exercised ) Forfeited ) Expired — — June 30, 2016 The weighted average remaining contractual term was approximately 5.01 years and the aggregate intrinsic value was $10.3 million for options outstanding as of June 30, 2017. As of June 30, 2017, exercisable options totaled 1,480,881 with an average weighted exercise price of $9.49 per share, a weighted average remaining contractual term of approximately 4.46 years, and an aggregate intrinsic value of $8.2 million. The weighted average remaining contractual term was approximately 5.25 years and the aggregate intrinsic value was $9.7 million for options outstanding as of June 30, 2016. As of June 30, 2016, exercisable options totaled 2,262,141 with an average weighted exercise price of $9.45 per share, a weighted average remaining contractual term of approximately 4.53 years, and an aggregate intrinsic value of $7.4 million. As of June 30, 2017, there was $1.3 million of total unrecognized compensation cost related to options and $25.4 million in unrecognized compensation cost related to non-vested stock awards granted. As of June 30, 2016, there was $2.5 million of total unrecognized compensation cost related to options and $36.0 million in unrecognized compensation cost related to non-vested stock awards granted. The average weighted lives for the option expense were 1.73 and 2.41 years as of June 30, 2017 and June 30, 2016, respectively. The average weighted lives for the stock award expense 2.05 and 4.75 years at June 30, 2017 and June 30, 2016, respectively.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2017
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 17 — COMMITMENTS AND CONTINGENCIES At June 30, 2017 and December 31, 2016, the Company had outstanding commitments to purchase or originate new loans or leases aggregating $35.8 million and $162.2 million, respectively, commitments to customers on available lines of credit of $487.3 million and $380.5 million, respectively, commitments to fund commercial construction and other advances of $161.4 million and $135.1 million, respectively, and standby letters of credit of $31.5 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 $316 thousand and $234 thousand at June 30, 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	6 Months Ended
	Jun. 30, 2017
RECENT ACCOUNTING PRONOUNCEMENTS
RECENT ACCOUNTING PRONOUNCEMENTS	NOTE 18 — RECENT ACCOUNTING PRONOUNCEMENTS In May 2017, the FASB issued ASU 2017-09: Compensation —Stock Compensation (Topic 718): Scope of Modification Accounting. The Board is issuing this update to provide clarity and reduce both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718, Compensation—Stock Compensation, to a change to the terms or conditions of a share-based payment award. The amendments in this update affect any entity that changes the terms or conditions of a share-based payment award. The amendments in this update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. To date, the Company has not changed the terms or conditions of a share-based payment award. As a result, the Company does not anticipate an impact to the consolidated financial statements. 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	6 Months Ended
	Jun. 30, 2017
FAIR VALUE OF FINANCIAL INSTRUMENTS
FAIR VALUE OF FINANCIAL INSTRUMENTS	NOTE 19 — 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 June 30, 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 certificates — — 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”. Interest Rate Swaps and Other Contracts. The Company’s valuation methodology for over-the-counter (“OTC”) derivatives includes an analysis of discount cash flows based on Overnight Index Swap (“OIS”) rates. Fully collateralized trades are discounted using OIS with no additional economic adjustments to arrive at fair value. Uncollateralized or partially-collateralized trades are also discounted at OIS, but include appropriate economic adjustments for funding costs (i.e., a LIBOR-OIS basis adjustment to approximate uncollateralized cost of funds) and credit risk. Level 3 Valuation Techniques and Inputs 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 six months ended June 30, 2017 and 2016. For the Six Months Ended June 30, 2017 June 30, 2016 Level 3 Investments Only Mortgage Mortgage Balance, January 1, $ $ Additions Payments ) ) Increase (decrease) in fair value due to changes in valuation inputs or assumptions ) Balance, June 30, $ $ For the Six Months Ended June 30, 2017 June 30, 2016 Level 3 Investments Only SBA Servicing SBA Servicing Balance, January 1, $ $ — Additions Payments ) — Decrease in fair value due to changes in valuation inputs or assumptions ) — Balance, June 30, $ $ The Company also has assets that, under certain conditions, are subject to measurement at fair value on a non-recurring basis. These include assets that are measured at the lower of cost or market value and had a fair value below cost at the end of the period as summarized below. A loan is impaired when, based on current information, the Company determines that it is probable that the Company will be unable to collect amounts due according to the terms of the loan agreement. The Company’s impaired loans are measured based on the estimated fair value of the collateral if the loans are collateral dependent or based on a discounted cash flow analysis if the loans are not collateral dependent. Assets measured at fair value on a nonrecurring basis are as follows: Balance (Dollars in thousands) June 30, 2017 Level 1 Level 2 Level 3 Gains/(Losses) Impaired loans $ $ — $ — $ $ ) Other real estate owned — — — Balance (Dollars in thousands) June 30, 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 (Dollars in thousands) Fair Value Carrying Estimated Carrying Estimated 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: Checking, Money Market & Savings Level 1 Certificates of Deposit 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 June 30, 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 June 30, 2017 and December 31, 2016 and, therefore, current estimates of fair value may differ significantly from the amounts presented herein.

SERVICING RIGHTS

SERVICING RIGHTS	6 Months Ended
	Jun. 30, 2017
SERVICING RIGHTS
SERVICING RIGHTS	NOTE 20 — 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 June 30, 2017 and June 30, 2016, the Company serviced $135.1 million and $141.5 million of residential mortgage loans, respectively. During the three and six months ended June 30, 2017, the Company recognized servicing fee income of $85 thousand and $172 thousand, respectively, compared to $89 thousand and $176 thousand during the three and six months ended June 30, 2016, respectively. The following is an analysis of the activity in the Company’s residential MSRs for the six months ended June 30, 2017 and 2016: Residential Mortgage Servicing Rights For the Six months ended June 30, Dollars in thousands 2017 2016 Balance, January 1, $ $ Additions Increases (decreases) in fair value due to: Changes in valuation input or assumptions ) Paydowns ) ) Balance, June 30, $ $ The Company uses assumptions and estimates in determining the fair value of MSRs. These assumptions include prepayment speeds, discount rates, escrow earnings rates and other assumptions. The assumptions used in the valuation were based on input from buyers, brokers and other qualified personnel, as well as market knowledge. At June 30, 2017, the key assumptions used to determine the fair value of the Company’s MSRs included a lifetime constant prepayment rate equal to 8.04%, a discount rate equal to 9.63% and an escrow earnings credit rate equal to 1.90%. At June 30, 2016, the key assumptions used to determine the fair value of the Company’s MSRs included a lifetime constant prepayment rate equal to 14.96%, a discount rate equal to 9.13% and an escrow earnings credit rate equal to 1.22%. At June 30, 2017 and June 30, 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) June 30, 2017 June 30, 2016 Fair value of residential mortgage servicing rights $ $ Weighted average life (years) 8.0 years 5.1 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 June 30, 2017 and June 30, 2016, the Company serviced $49.0 million and $46.3 million of SBA loans, respectively. During the three and six months ended June 30, 2017, the Company recognized servicing fee income of $113 thousand and $233 thousand, respectively, compared to $90 thousand for both the three and six months ended June 30, 2016. The following is an analysis of the activity in the Company’s SBA servicing rights for the six months ended June 30, 2017 and June 30, 2016: SBA Servicing Rights For the Six months Ended Dollars in thousands June 30, 2017 June 30, 2016 Balance, January 1, 2017 $ $ — Additions Decrease in fair value due to: Changes in valuation input or assumptions ) — Paydowns ) — Balance, June 30, 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 June 30, 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 8.91%, a discount rate equal to 13.13% and servicing expenses per loan of $1 thousand. At June 30, 2016, the key assumptions used to determine the fair value of the Company’s SBA servicing rights included a lifetime constant prepayment rate equal to 8.83%, a discount rate equal to 12.62% and servicing expenses per loan of $1 thousand. At June 30, 2017 and June 30, 2016, the sensitivity of the current fair value of the SBA servicing rights to immediate 10% and 20% favorable and unfavorable changes in key economic assumptions are included in the following table. SBA Servicing Rights SBA Servicing Rights (Dollars in thousands) June 30, 2017 June 30, 2016 Fair value of SBA servicing rights $ $ Weighted average life (years) 5.6 years 5.5 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	6 Months Ended
	Jun. 30, 2017
DERIVATIVE FINANCIAL INSTRUMENTS
DERIVATIVE FINANCIAL INSTRUMENTS	NOTE 21 — 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 June 30, 2017, the Company had 28 interest rate swaps with an aggregate notional amount of $144.8 million related to this program, including 20 interest rate swaps with an aggregate notional value of $71.3 million resulting from the acquisition of Conestoga Bank. During the three and six months ended June 30, 2017, the Company recognized a net loss of $33 thousand and $41 thousand, respectively, compared to a net loss of $6 thousand and $17 thousand for the same periods 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 $9.9 million and a fair value of $7 thousand as of June 30, 2017. During the three months ended June 30, 2017, the Company did not recognize a gain or loss related to the risk participation agreements. During the six months ended June 30, 2017, the Company recognized a net gain of $2 thousand, compared to a net gain of $5 thousand and $28 thousand recognized during the three and six months ended June 30, 2016, respectively, related to the risk participation agreements that are included as a component of services charges and other noninterest 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 June 30, 2017 and December 31, 2016: Asset derivatives Liability derivatives As of June 30, 2017 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. Asset derivatives Liability derivatives As of December 31, 2016 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 June 30, 2017 Gross Amounts Not Offset in the Gross Gross Amounts Net Amounts of Financial Collateral Net Amount Interest rate swaps and risk participation agreements $ $ — $ $ — $ $ Offsetting of Derivative Liabilities As of June 30, 2017 Gross Amounts Not Offset in the Gross Gross Amounts Net Amounts 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 Amounts Not Offset in the Gross Gross Amounts Net Amounts of Financial Collateral Net Amount Interest rate swaps $ $ — $ $ — $ — $ Offsetting of Derivative Liabilities As of December 31, 2016 Gross Amounts Not Offset in the Gross Gross Amounts Net Amounts 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 June 30, 2017, the termination value of the interest rate swaps and risk participation agreements in a liability position was $1.8 million. The Company has minimum collateral posting thresholds with its counterparty. At June 30, 2017, the Company had $988 thousand of securities pledged as collateral on interest rate swaps. Additionally, a counterparty posted collateral on interest rate swaps in the amount of $138 thousand at June 30, 2017. If the Company had breached any of these provisions at June 30, 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 June 30, 2017.

MERGER AND RESTRUCTURING CHARGE

MERGER AND RESTRUCTURING CHARGES	6 Months Ended
	Jun. 30, 2017
MERGER AND RESTRUCTURING CHARGES
MERGER AND RESTRUCTURING CHARGES	NOTE 22 — 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 six months ended June 30, 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 June 30, 2017: (Dollars in thousands) Severance Contract Total Accrued at December 31, 2016 $ $ $ Accrued during the six months — — — Paid during the six months ) ) ) Accrued at June 30, 2017 $ $ $

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2017
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 23 — SUBSEQUENT EVENTS On July 21, 2017, the Company announced a cash dividend of 6 cents per share, payable on or after August 11, 2017, to common shareholders of record at the close of business on August 1, 2017.

SUMMARY OF SIGNIFICANT ACCOUN34

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 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 six months ended June 30, 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 Bank’s 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)	6 Months Ended
	Jun. 30, 2017
ACQUISITION OF CONESTOGA BANK
Schedule of changes in fair value of the net 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 June 30, 2017 $

CHANGES IN AND RECLASSIFICATI36

CHANGES IN AND RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables)	6 Months Ended
	Jun. 30, 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, June 30, 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, June 30, 2016 $ $ ) $ )
Schedule of reclassifications out of AOCI by component	For the Six Months Ended June 30, 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 investment securities ) Income tax benefit $ Net of tax Amortization of defined benefit pension items Prior service costs $ )(1) Other non-interest expense Net recognized actuarial losses (1) Other non-interest expense $ Total before tax ) Income tax benefit $ Net of tax (1) These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension cost. See Note 15 - Pension and Other Postretirement Benefits for additional details. For the Six Months Ended June 30, 2016 (Dollars in thousands) Details about accumulated Amount reclassified Affected line item in other comprehensive loss from accumulated other the consolidated statements Components comprehensive loss of operations Unrealized gains and losses on available-for-sale securities $ Net loss on sale of investment securities ) Income tax benefit $ Net of tax Amortization of defined benefit pension items 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 15 - Pension and Other Postretirement Benefits for additional details.

EARNINGS PER SHARE (Tables)

EARNINGS PER SHARE (Tables)	6 Months Ended
	Jun. 30, 2017
EARNINGS PER SHARE
Schedule of calculation of basic and diluted earnings per share	Three Months Ended Six Months Ended (Dollars in thousands, except share and per share amounts) 2017 2016 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 and six months ended June 30, 2017 do not include unvested restricted stock awards.

INVESTMENT SECURITIES (Tables)

INVESTMENT SECURITIES (Tables)	6 Months Ended
	Jun. 30, 2017
INVESTMENT SECURITIES
Amortized cost and estimated fair value of investments in debt and equity securities	June 30, 2017 Investment Securities Available-for-Sale Gross Gross Estimated Amortized Unrealized Unrealized Fair (Dollars in thousands) Cost Gains Losses Value Equity Securities $ 250 $ 133 $ — $ 383 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 $ $ $ $ June 30, 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 $ 4,649 $ — $ 4,659 Ginnie Mae guaranteed mortgage certificates — GSE mortgage-backed securities Collateralized mortgage obligations Municipal bonds — Corporate Securities Money market and mutual funds and — Total $ $ $ $ December 31, 2016 Investment Securities Held-to-Maturity Gross Gross Estimated Amortized Unrealized Unrealized Fair (Dollars in thousands) Cost Gains Losses Value GSE mortgage-backed securities $ $ $ $ Collateralized mortgage obligations Municipal bonds — Foreign bonds — Total $ $ $ $
Summary of continuous unrealized loss position for periods of less than 12 months and 12 months or longer	At June 30, 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 U.S. Government Sponsored Enterprise (“GSE”) and Agency Notes $ $ $ — $ — $ $ Mortgage-backed securities Collateralized mortgage obligations Subtotal, debt securities Mutual Funds — — Total $ $ $ $ $ $ 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 $ $ $ $ $ $
Summary of maturities investment securities	June 30, 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)	6 Months Ended
	Jun. 30, 2017
LOANS
Summary of loans	June 30, 2017 (Dollars in thousands) Originated Acquired Non-Credit Impaired Acquired Total 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 $ $ $ $ December 31, 2016 (Dollars in thousands) Originated Acquired Non- Acquired Total 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	Six Months Ended Year Ended June 30, 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 June 30, 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 Total Allowance $ $ $ $ $ $ $ $ $ $ Financing receivable: Ending balance Individually evaluated for impairment $ $ $ — $ — $ $ $ $ — $ — $ Collectively evaluated for impairment Acquired non-credit impaired loans (2) — — Acquired credit impaired loans (1) — — — — Total Portfolio $ $ $ $ $ $ $ $ $ $ (1) Acquired credit impaired loans are evaluated on an individual basis. (2) Acquired non-credit impaired loans are evaluated collectively, excluding loans that have subsequently moved to non-accrual status which are individually evaluated for impairment. 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 Total Allowance $ $ $ $ $ $ $ $ $ $ Financing receivable: Ending balance Individually evaluated for impairment $ $ $ — $ — $ $ $ $ — $ — $ Collectively evaluated for impairment Acquired non-credit impaired loans (2) — Acquired credit impaired loans (1) — — — — Total Portfolio $ $ $ $ $ $ $ $ $ $ (1) Acquired credit impaired loans are evaluated on an individual basis. (2) Acquired non-credit impaired loans are evaluated collectively, excluding loans that have subsequently moved to non-accrual status which are individually evaluated for impairment.
Schedule of outstanding principal balance and related carrying amount of loans acquired with deteriorated credit quality	June 30, (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, June 30, 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 June 30, 2017 Recorded 30-59 60-89 > 90 Investment Days Days Days Total Acquired Total >90 Days Past Past Past Past Credit Financing And Non- (Dollars in thousands) Due Due Due Due Impaired Current Receivables Accruing Accruing (1) 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 $8.9 million of acquired credit impaired loans, which have been recorded at their fair value at acquisition. Aged 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 Acquired Total >90 Days Past Past Past Past Credit Financing And Non- (Dollars in thousands) Due Due Due Due Impaired Current Receivables Accruing Accruing (1) 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 acquired credit impaired loans, 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	June 30, June 30, 2017 2016 (Dollars in thousands) No. of Loans Balance No. of Loans 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 — — Personal — — Total consumer loans — — Total loans $ $
Summary of troubled debt restructured loans	For the Six 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 Six 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 June 30, 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 — — — 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	June 30, 2017 (Dollars in thousands) Home Equity & Personal Education Auto Total Performing Originated loans $ % $ % $ % $ % $ % Acquired non-credit impaired loans % % — — % — — % % Acquired credit impaired loans — % — % — — % — — % — % Total Performing % % % % % Nonperforming Originated loans — % — % % — — % % Acquired non-credit impaired loans — % % — — % — — % — % Acquired credit impaired loans — — % — — % — — % — — % — — % Total Nonperforming — % % % — — % % Total $ % $ % $ % $ % $ % December 31, 2016 (Dollars in thousands) Home Equity & Personal Education Auto Total Performing Originated loans $ % $ % $ % $ % $ % Acquired non-credit impaired loans % % — — % — % % Acquired credit impaired loans — % — % — — % — — % — % Total Performing % % % % % Nonperforming Originated loans — % — % % — — % % Acquired non-credit impaired loans — % — % — — % — — % — % Acquired credit impaired loans — — % — — % — — % — — % — — % Total Nonperforming — % — % % — — % % Total $ % $ % $ % $ % $ %
Commercial And Residential Loan
LOANS
Schedule of amounts and percentage of the portfolio of classified asset categories	June 30, 2017 (Dollars in thousands) Commercial Real Commercial Small Business Commercial Residential Real Total Grade Pass Originated loans $ % $ % $ % $ % $ % $ % Acquired non-credit impaired loans % % % — % % % Total Pass $ % $ % $ % $ % $ % $ % Special Mention Originated loans — % — % — — % — — % — — % — % Acquired non-credit impaired loans — % — % — — % — — % — — % — % Total Special Mention — % — % — — % — — % — — % — % Substandard Originated loans % — % — — % — — % — % % Acquired non-credit impaired loans — % — % — — % — — % — % — % Acquired credit impaired loans % — % — — % — — % — % — % Total Substandard % — % — — % — — % — % % Doubtful Originated — — % % — — % — — % — — % — % Total Doubtful — — % % — — % — — % — — % — % Total $ % $ % $ % $ % $ % $ % December 31, 2016 (Dollars in thousands) Commercial Real Commercial Small Business Commercial Residential Real Total Grade Pass Originated loans $ % $ % $ % $ % $ % $ % Acquired non-credit impaired loans % % % — % % % Total Pass $ % $ % $ % $ % $ % $ % Special Mention Originated loans % — % — — % — — % — — % — % Acquired non-credit impaired loans — % — % — — % — — % — — % — % Total Special Mention % — % — — % — — % — — % — % Substandard Originated loans — % % — — % — — % — % % Acquired non-credit impaired loans — % — % — — % — — % — % — % Acquired credit impaired loans — % — % — — % — — % — % — % Total Substandard — % % — — % — — % — % % Doubtful Total Doubtful — — % — — % — — % — — % — — % — — % Total $ % $ % $ % $ % $ % $ %

GOODWILL AND OTHER INTANGIBLES

GOODWILL AND OTHER INTANGIBLES (Tables)	6 Months Ended
	Jun. 30, 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 June 30, 2017 $ $

OTHER ASSETS (Tables)

OTHER ASSETS (Tables)	6 Months Ended
	Jun. 30, 2017
OTHER ASSETS
Schedule of other assets	June 30, 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 Other assets Total other assets $ $

DEPOSITS (Tables)

DEPOSITS (Tables)	6 Months Ended
	Jun. 30, 2017
DEPOSITS
Schedule of major classifications of deposits	June 30, % 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)	6 Months Ended
	Jun. 30, 2017
BORROWED FUNDS
Schedule of borrowed funds	(Dollars in thousands) June 30, December 31, FHLB advances $ $ Statutory trust debenture Total borrowed funds $ $

OTHER LIABILITIES (Tables)

OTHER LIABILITIES (Tables)	6 Months Ended
	Jun. 30, 2017
OTHER LIABILITIES
Schedule of other liabilities	June 30, December 31, (Dollars in thousands) 2017 2016 Accrued pension and other postretirement benefits $ $ Other accrued expenses Mortgage escrow Deferred rent Accrued interest Income taxes payable Other liabilities Total other liabilities $ $

REGULATORY CAPITAL REQUIREMEN45

REGULATORY CAPITAL REQUIREMENTS (Tables)	6 Months Ended
	Jun. 30, 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 June 30, 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 June 30, 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 POSTRETIREM46

PENSION AND OTHER POSTRETIREMENT BENEFITS (Tables)	6 Months Ended
	Jun. 30, 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 of prior service cost — — ) ) Amortization of transition obligation — — — — Net periodic pension (benefit) cost $ ) $ ) $ $ Pension Benefits Other Postretirement Benefits Six Months Ended Six Months Ended 2017 2016 2017 2016 Service cost $ — $ — $ $ Interest cost Expected return on assets ) ) — — Amortization of loss Amortization of prior service cost — — ) ) Amortization of transition obligation — — — — Net periodic pension (benefit) cost $ ) $ ) $ $

STOCK BASED COMPENSATION (Table

STOCK BASED COMPENSATION (Tables)	6 Months Ended
	Jun. 30, 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, June 30, 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, June 30, 2016
Summary of stock option activity	Number of Options Weighted Exercise January 1, 2017 $ Granted — — Exercised ) Forfeited ) Expired — — June 30, 2017 Number of Options Weighted Exercise January 1, 2016 $ Granted — — Exercised ) Forfeited ) Expired — — June 30, 2016

FAIR VALUE OF FINANCIAL INSTR48

FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)	6 Months Ended
	Jun. 30, 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 June 30, 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 certificates — — 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	For the Six Months Ended June 30, 2017 June 30, 2016 Level 3 Investments Only Mortgage Mortgage Balance, January 1, $ $ Additions Payments ) ) Increase (decrease) in fair value due to changes in valuation inputs or assumptions ) Balance, June 30, $ $ For the Six Months Ended June 30, 2017 June 30, 2016 Level 3 Investments Only SBA Servicing SBA Servicing Balance, January 1, $ $ — Additions Payments ) — Decrease in fair value due to changes in valuation inputs or assumptions ) — Balance, June 30, $ $
Assets measured at fair value on a nonrecurring basis	Balance (Dollars in thousands) June 30, 2017 Level 1 Level 2 Level 3 Gains/(Losses) Impaired loans $ $ — $ — $ $ ) Other real estate owned — — — Balance (Dollars in thousands) June 30, 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 (Dollars in thousands) Fair Value Carrying Estimated Carrying Estimated 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: Checking, Money Market & Savings Level 1 Certificates of Deposit 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)	6 Months Ended
	Jun. 30, 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 Six months ended June 30, Dollars in thousands 2017 2016 Balance, January 1, $ $ Additions Increases (decreases) in fair value due to: Changes in valuation input or assumptions ) Paydowns ) ) Balance, June 30, $ $
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) June 30, 2017 June 30, 2016 Fair value of residential mortgage servicing rights $ $ Weighted average life (years) 8.0 years 5.1 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 For the Six months Ended Dollars in thousands June 30, 2017 June 30, 2016 Balance, January 1, 2017 $ $ — Additions Decrease in fair value due to: Changes in valuation input or assumptions ) — Paydowns ) — Balance, June 30, 2017 $ $
Schedule of sensitivity of the current fair value of servicing rights favorable and unfavorable changes in key economic assumptions	SBA Servicing Rights SBA Servicing Rights (Dollars in thousands) June 30, 2017 June 30, 2016 Fair value of SBA servicing rights $ $ Weighted average life (years) 5.6 years 5.5 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 INSTRUME50

DERIVATIVE FINANCIAL INSTRUMENTS (Tables)	6 Months Ended
	Jun. 30, 2017
DERIVATIVE FINANCIAL INSTRUMENTS
Schedule of fair value of derivative financial instruments and classification on the consolidated statements of condition	Asset derivatives Liability derivatives As of June 30, 2017 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. Asset derivatives Liability derivatives As of December 31, 2016 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	As of June 30, 2017 Gross Amounts Not Offset in the Gross Gross Amounts Net Amounts of Financial Collateral Net Amount Interest rate swaps and risk participation agreements $ $ — $ $ — $ $ As of December 31, 2016 Gross Amounts Not Offset in the Gross Gross Amounts Net Amounts of Financial Collateral Net Amount Interest rate swaps $ $ — $ $ — $ — $
Schedule of offsetting of derivative liabilities	As of June 30, 2017 Gross Amounts Not Offset in the Gross Gross Amounts Net Amounts of Financial Collateral Net Amount Interest rate swaps and risk participation agreements $ $ — $ $ — $ $ (1) - Balance includes accrued interest receivable/payable and credit valuation adjustments. As of December 31, 2016 Gross Amounts Not Offset in the Gross Gross Amounts Net Amounts of Financial Collateral Net Amount Interest rate swaps $ $ — $ $ — $ $ (1) - Balance includes accrued interest receivable/payable and credit valuation adjustments.

MERGER AND RESTRUCTURING CHAR51

MERGER AND RESTRUCTURING CHARGES (Tables)	6 Months Ended
	Jun. 30, 2017
MERGER AND RESTRUCTURING CHARGES
Schedule of current merger and restructuring accrual	(Dollars in thousands) Severance Contract Total Accrued at December 31, 2016 $ $ $ Accrued during the six months — — — Paid during the six months ) ) ) Accrued at June 30, 2017 $ $ $

SUMMARY OF SIGNIFICANT ACCOUN52

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Organization (Details)	6 Months Ended
	Jun. 30, 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	Jun. 30, 2017shares	Dec. 31, 2016shares
NATURE OF OPERATIONS
Existing outstanding common stock shares for conversion		75,867,221	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	6 Months Ended
	Jun. 30, 2017item
Percentage of outstanding common stock	100.00%
Number of offices	62

ACQUISITION OF CONESTOGA BANK55

ACQUISITION OF CONESTOGA BANK (Details) - Conestoga Bank - USD ($) $ in Thousands	Apr. 14, 2016	Jun. 30, 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	Jun. 30, 2017	Jun. 30, 2017	Dec. 31, 2016
ACQUISITION OF CONESTOGA BANK
Goodwill resulting from acquisition of Conestoga Bank	$ 47,000		$ 47,029
Effect of adjustments to:
Changes to goodwill recorded during the period		$ 0
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)	(214)
Deferred tax asset		91	91
Total adjustments		$ (123)	$ (123)

CHANGES IN AND RECLASSIFICATI57

CHANGES IN AND RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) - Changes (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2017	Jun. 30, 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	255	$ 256
Total other comprehensive income	1,350	6,373
BALANCE, ending	1,030,204
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	436	5,495
Accretion of unrealized losses on AFS securities transferred to HTM	255	256
Amount reclassified from accumulated other comprehensive loss	659	622
Total other comprehensive income	1,350	6,373
BALANCE, ending	(24,483)	(17,001)
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	436	5,495
Accretion of unrealized losses on AFS securities transferred to HTM	255	256
Amount reclassified from accumulated other comprehensive loss	4	5
Total other comprehensive income	695	5,756
BALANCE, ending	(52)	6,298
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	655	617
Total other comprehensive income	655	617
BALANCE, ending	$ (24,431)	$ (23,299)

CHANGES IN AND RECLASSIFICATI58

CHANGES IN AND RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) - Reclassifications (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Reclassifications out of AOCI by component
Net loss on sale of investment securities	$ 3	$ 4	$ 6	$ 8
Income tax benefit	4,728	1,994	8,248	4,220
Net of tax	$ (9,485)	$ (2,748)	(17,840)	(7,771)
Net unrealized holding gains (losses) on available-for-sale securities
Reclassifications out of AOCI by component
Reclassification after tax			4	5
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 investment securities			6	8
Income tax benefit			(2)	(3)
Net of tax			4	5
Defined benefit pension plan items
Reclassifications out of AOCI by component
Reclassification after tax			655	617
Defined benefit pension plan items | Amount reclassified from accumulated other comprehensive loss
Reclassifications out of AOCI by component
Reclassification before tax			1,120	1,081
Tax effect of reclassification			(465)	(464)
Reclassification after tax			655	617
Net prior service cost or credit | Amount reclassified from accumulated other comprehensive loss
Reclassifications out of AOCI by component
Reclassification before tax			(243)	(243)
Net recognized actuarial gains or losses | Amount reclassified from accumulated other comprehensive loss
Reclassifications out of AOCI by component
Reclassification before tax			$ 1,363	$ 1,324

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		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Basic and diluted earnings per share:
Net Income	$ 9,485	$ 2,748	$ 17,840	$ 7,771
Net income allocated to unvested restricted stock	(362)		(706)
Net income allocated to common shares	$ 9,123	$ 2,748	$ 17,134	$ 7,771
Basic average common shares outstanding	70,630,256	71,197,288	70,337,425	73,679,901
Effect of dilutive securities	537,803	881,408	655,634	856,601
Dilutive average shares outstanding	71,168,059	72,078,696	70,993,059	74,536,502
Net earnings per share, common shares
Basic	$ 0.13	$ 0.04	$ 0.24	$ 0.11
Diluted	0.13	0.04	0.24	0.10
Net earning per share, participating securities
Net earnings per share for participating securities, basic	0.13	0.04	0.24	0.11
Net earnings per share for participating securities, diluted	$ 0.13	$ 0.04	$ 0.24	$ 0.10

EARNINGS PER SHARE - Anti-dilut

EARNINGS PER SHARE - Anti-dilutive Shares (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Stock Options
Anti-dilutive securities disclosures
Antidilutive securities excluded from computation of earnings per share amount	0	161,531	0	161,531
Restricted Stock
Anti-dilutive securities disclosures
Antidilutive securities excluded from computation of earnings per share amount			2,274,416

INVESTMENT SECURITIES - Amortiz

INVESTMENT SECURITIES - Amortized Cost and Estimated Fair Value of Investments, Gains and Losses on Investments (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Amortized cost and estimated fair value of investments in debt and equity securities
Investment securities available-for-sale, amortized cost	$ 424,592		$ 449,655
Investment securities available-for-sale, gross unrealized gains	4,285		4,368
Investment securities available-for-sale, gross unrealized losses	1,703		2,479
Investment securities available-for-sale, estimated fair value	427,174		451,544
Investment securities held-to-maturity, amortized cost	540,057		602,529
Investment securities held-to-maturity, gross unrealized gains	2,314		2,046
Investment securities held-to-maturity, gross unrealized losses	3,366		6,790
Held-to-maturity, estimated fair value	539,005		597,785
Gains and losses on investments
Gain (loss) on sale on investment	(6)	$ (8)
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	3,995		4,649
Investment securities available-for-sale, gross unrealized gains			10
Investment securities available-for-sale, gross unrealized losses	5
Investment securities available-for-sale, estimated fair value	3,990		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	3,431		3,734
Investment securities available-for-sale, gross unrealized gains	117		134
Investment securities available-for-sale, estimated fair value	3,548		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	338,809		374,593
Investment securities available-for-sale, gross unrealized gains	3,453		3,967
Investment securities available-for-sale, gross unrealized losses	1,615		2,026
Investment securities available-for-sale, estimated fair value	340,647		376,534
Investment securities held-to-maturity, amortized cost	510,095		569,319
Investment securities held-to-maturity, gross unrealized gains	2,102		1,850
Investment securities held-to-maturity, gross unrealized losses	3,258		6,522
Held-to-maturity, estimated fair value	508,939		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	18,717
Investment securities available-for-sale, gross unrealized gains	19
Investment securities available-for-sale, gross unrealized losses	82
Investment securities available-for-sale, estimated fair value	18,654
Investment securities held-to-maturity, amortized cost	27,332
Investment securities held-to-maturity, gross unrealized gains	141
Investment securities held-to-maturity, gross unrealized losses	108
Held-to-maturity, estimated fair value	27,365
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	1,781		2,320
Investment securities available-for-sale, gross unrealized gains	95		82
Investment securities available-for-sale, estimated fair value	1,876		2,402
Investment securities held-to-maturity, amortized cost	630		630
Investment securities held-to-maturity, gross unrealized gains	42		50
Held-to-maturity, estimated fair value	672		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	468		155
Investment securities available-for-sale, gross unrealized losses			185
Investment securities available-for-sale, estimated fair value	19,956		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	38,121		21,952
Investment securities available-for-sale, gross unrealized losses	1		9
Investment securities available-for-sale, estimated fair value	38,120		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	29		36
Held-to-maturity, estimated fair value	2,029		$ 2,036
Mutual funds | The Bank
Gains and losses on investments
Proceeds from sale of marketable securities	168
Gain (loss) on sale on investment	$ (6)

INVESTMENT SECURITIES - Tempora

INVESTMENT SECURITIES - Temporarily Impaired Securities (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Temporarily impaired securities
Fair value of securities in a continuous unrealized loss position less than twelve months	$ 476,207	$ 559,086
Unrealized losses less than twelve months	4,880	8,502
Fair value of securities in a continuous unrealized loss position twelve months or longer	37,982	64,344
Unrealized losses twelve months or longer	189	767
Fair value of securities in a continuous unrealized loss position	514,189	623,430
Total unrealized losses	5,069	9,269
U.S. GSE and agency notes
Temporarily impaired securities
Fair value of securities in a continuous unrealized loss position less than twelve months	3,990
Unrealized losses less than twelve months	5
Fair value of securities in a continuous unrealized loss position	3,990
Total unrealized losses	5
Mortgage-backed securities
Temporarily impaired securities
Fair value of securities in a continuous unrealized loss position less than twelve months	469,179	546,662
Unrealized losses less than twelve months	4,854	8,300
Fair value of securities in a continuous unrealized loss position twelve months or longer	15,375	37,672
Unrealized losses twelve months or longer	19	248
Fair value of securities in a continuous unrealized loss position	484,554	584,334
Total unrealized losses	4,873	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	3,038	2,622
Unrealized losses less than twelve months	21	17
Fair value of securities in a continuous unrealized loss position twelve months or longer	22,572	26,471
Unrealized losses twelve months or longer	169	510
Fair value of securities in a continuous unrealized loss position	25,610	29,093
Total unrealized losses	190	527
Debt securities
Temporarily impaired securities
Fair value of securities in a continuous unrealized loss position less than twelve months	476,207	559,086
Unrealized losses less than twelve months	4,880	8,502
Fair value of securities in a continuous unrealized loss position twelve months or longer	37,947	64,143
Unrealized losses twelve months or longer	188	758
Fair value of securities in a continuous unrealized loss position	514,154	623,229
Total unrealized losses	5,068	9,260
Mutual funds
Temporarily impaired securities
Fair value of securities in a continuous unrealized loss position twelve months or longer	35	201
Unrealized losses twelve months or longer	1	9
Fair value of securities in a continuous unrealized loss position	35	201
Total unrealized losses	$ 1	$ 9

INVESTMENT SECURITIES - Unreali

INVESTMENT SECURITIES - Unrealized losses (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Temporarily impaired securities
Unrealized loss	$ 5,069	$ 9,269
GSE mortgage-backed securities
Temporarily impaired securities
Unrealized loss	4,900
GSE collateralized mortgage obligations (CMOs)
Temporarily impaired securities
Unrealized loss	190
U.S. GSE and agency notes
Temporarily impaired securities
Unrealized loss	5
Mutual funds
Temporarily impaired securities
Unrealized loss	$ 1	$ 9

INVESTMENT SECURITIES - U.S. GS

INVESTMENT SECURITIES - U.S. GSE and Agency Notes, Mortgage-Backed Securities and CMOs (Details)	Jun. 30, 2017
U.S. GSE and agency notes
Summary of the significant inputs used in estimating potential credit losses for pooled trust preferred securities
Percentage of unrealized loss for security in unrealized loss position for less than 12 months	0.10%
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	0.10%
Percentage of unrealized loss for security in unrealized loss position for less than 12 months	1.00%
GSE collateralized mortgage obligations (CMOs)
Summary of the significant inputs used in estimating potential credit losses for pooled trust preferred securities
Percentage of unrealized loss for securities in unrealized loss position for greater than 12 months	0.70%
Percentage of unrealized loss for security in unrealized loss position for less than 12 months	0.70%

INVESTMENT SECURITIES - Investm

INVESTMENT SECURITIES - Investment Maturities (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Available-for-sale, amortized cost
Due after one year through five years, amortized cost	$ 5,776	$ 2,320
Due after five years through ten years, amortized cost	19,488	24,136
Mortgage-backed securities, amortized cost	360,957	401,247
Equity securities, amortized cost	250
Money market and mutual funds, amortized cost	38,121	21,952
Investment securities available-for-sale, amortized cost	424,592	449,655
Available-for-sale, fair value
Due after one year through five years, fair value	5,866	2,402
Due after five years through ten years, fair value	19,956	24,116
Mortgage-backed securities, fair value	362,849	403,083
Equity securities, fair value	383
Money market and mutual funds, fair value	38,120	21,943
Investment securities available-for-sale, estimated fair value	427,174	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	537,427	599,899
Investment securities held-to-maturity, amortized cost	540,057	602,529
Held-to-maturity, fair value
Due in one year or less, fair value	626	630
Due after one year through five years, fair value	2,075	2,086
Mortgage-backed securities, fair value	536,304	595,069
Investment securities held-to-maturity, estimated fair value	$ 539,005	$ 597,785

INVESTMENT SECURITIES - Securit

INVESTMENT SECURITIES - Securities Pledges as Collateral (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Interest rate swaps
Investment disclosures
Securities pledged as collateral	$ 988	$ 500
Municipal deposits
Investment disclosures
Securities pledged as collateral	$ 66,600	$ 90,700

LOANS - Summary of Loans by Cla

LOANS - Summary of Loans by Classification (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016	Jun. 30, 2016	Dec. 31, 2015
LOANS
Total loans	$ 4,094,732	$ 4,010,568
Allowance for losses	(43,350)	(43,261)	$ (44,519)	$ (45,500)
Net loans and leases	4,051,382	3,967,307
Originated
LOANS
Total loans	3,682,637	3,528,309
Allowance for losses	(43,350)	(43,261)
Net loans and leases	3,639,287	3,485,048
Acquired Non-Credit Impaired
LOANS
Total loans	403,229	470,496
Net loans and leases	403,229	470,496
Acquired Credit Impaired
LOANS
Total loans	8,866	11,763
Net loans and leases	8,866	11,763
Commercial
LOANS
Total loans	2,582,889	2,446,487
Commercial | Originated
LOANS
Total loans	2,251,689	2,056,109
Commercial | Acquired Non-Credit Impaired
LOANS
Total loans	323,159	379,698
Commercial | Acquired Credit Impaired
LOANS
Total loans	8,041	10,680
Commercial | Real estate
LOANS
Total loans	1,537,798	1,388,396
Allowance for losses	(26,866)	(23,395)		(22,640)
Commercial | Real estate | Originated
LOANS
Total loans	1,387,411	1,218,431
Commercial | Real estate | Acquired Non-Credit Impaired
LOANS
Total loans	143,607	164,569
Commercial | Real estate | Acquired Credit Impaired
LOANS
Total loans	6,780	5,396
Commercial | Business loans
LOANS
Total loans	703,650	694,246
Allowance for losses	(9,039)	(9,923)		(11,856)
Commercial | Business loans | Originated
LOANS
Total loans	590,539	563,047
Commercial | Business loans | Acquired Non-Credit Impaired
LOANS
Total loans	111,850	125,915
Commercial | Business loans | Acquired Credit Impaired
LOANS
Total loans	1,261	5,284
Commercial | Small business leases
LOANS
Total loans	137,150	139,013
Allowance for losses	(681)	(536)
Commercial | Small business leases | Originated
LOANS
Total loans	69,546	49,900
Commercial | Small business leases | Acquired Non-Credit Impaired
LOANS
Total loans	67,604	89,113
Commercial | Construction
LOANS
Total loans	204,291	224,832
Allowance for losses	(2,391)	(3,579)		(2,335)
Commercial | Construction | Originated
LOANS
Total loans	204,193	224,731
Commercial | Construction | Acquired Non-Credit Impaired
LOANS
Total loans	98	101
Residential
LOANS
Total loans	900,948	894,474
Residential | Originated
LOANS
Total loans	849,923	835,896
Residential | Acquired Non-Credit Impaired
LOANS
Total loans	50,666	58,053
Residential | Acquired Credit Impaired
LOANS
Total loans	359	525
Residential | Real estate
LOANS
Total loans	900,948	894,474
Allowance for losses	(1,477)	(1,493)		(1,644)
Residential | Real estate | Originated
LOANS
Total loans	849,923	835,896
Residential | Real estate | Acquired Non-Credit Impaired
LOANS
Total loans	50,666	58,053
Residential | Real estate | Acquired Credit Impaired
LOANS
Total loans	359	525
Consumer
LOANS
Total loans	610,895	669,607
Consumer | Originated
LOANS
Total loans	581,025	636,304
Consumer | Acquired Non-Credit Impaired
LOANS
Total loans	29,404	32,745
Consumer | Acquired Credit Impaired
LOANS
Total loans	466	558
Consumer | Home equity and lines of credit
LOANS
Total loans	240,137	248,953
Allowance for losses	(617)	(1,185)		(2,356)
Consumer | Home equity and lines of credit | Originated
LOANS
Total loans	217,099	223,060
Consumer | Home equity and lines of credit | Acquired Non-Credit Impaired
LOANS
Total loans	22,660	25,477
Consumer | Home equity and lines of credit | Acquired Credit Impaired
LOANS
Total loans	378	416
Consumer | Personal
LOANS
Total loans	19,152	21,863
Allowance for losses	(241)	(372)		(436)
Consumer | Personal | Originated
LOANS
Total loans	12,320	14,458
Consumer | Personal | Acquired Non-Credit Impaired
LOANS
Total loans	6,744	7,263
Consumer | Personal | Acquired Credit Impaired
LOANS
Total loans	88	142
Consumer | Education
LOANS
Total loans	154,681	164,202
Allowance for losses	(125)	(129)		(125)
Consumer | Education | Originated
LOANS
Total loans	154,681	164,202
Consumer | Automobile
LOANS
Total loans	196,925	234,589
Allowance for losses	(1,913)	(2,649)		$ (4,108)
Consumer | Automobile | Originated
LOANS
Total loans	$ 196,925	234,584
Consumer | Automobile | Acquired Non-Credit Impaired
LOANS
Total loans		$ 5

LOANS - General (Details)

LOANS - General (Details) $ in Thousands	3 Months Ended			6 Months Ended		12 Months Ended
	Jun. 30, 2017USD ($)	Mar. 31, 2017loan	Jun. 30, 2016USD ($)	Jun. 30, 2017USD ($)item	Jun. 30, 2016USD ($)	Dec. 31, 2016USD ($)
Loans activity
Gain on sale of loans				$ 1,186	$ 121
LOANS:	$ 4,094,732			4,094,732		$ 4,010,568
Charge-offs				2,495	1,837	4,814
Shared national credits
Loans activity
Minimum loan commitment amount shared by banks	20,000			20,000
LOANS:	237,200			237,200
Amount of leveraged lending transactions	90,300			90,300
Number of loans downgraded to Doubtful and changed to nonaccrual status | loan		1
Loans downgraded to Doubtful and changed to nonaccrual status	9,500			9,500
Charge-offs				0
Individually evaluated for impairment	0			$ 0
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	360			$ 1,000
Sale value of guaranteed SBA loan	4,000			11,300
Small business leases | The Bank
Loans activity
Retained outstanding unguaranteed portion of loans	3,600			$ 3,600
Small business leases | The Bank | Service charges and other income | Guaranteed SBA loans
Loans activity
Servicing fee (as a percent)				1.00%
Residential
Loans activity
Loans held for sale	565			$ 565		2,000
LOANS:	900,948			900,948		$ 894,474
Residential | The Bank
Loans activity
Residential mortgage loans sold	4,800		$ 2,000	10,800	6,000
Mortgage banking income	$ 160		$ 101	$ 385	$ 73
Servicing fee (as a percent)				25.00%

LOANS - Allowance for Loan Loss

LOANS - Allowance for Loan Losses (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended		12 Months Ended
	Jun. 30, 2017	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016	Jun. 30, 2017	Dec. 31, 2016
Allowance for loan losses:
Balance, beginning of year		$ 43,261	$ 45,500	$ 45,500
Provision (credit) for loan losses	$ 750	1,350		485
Charge-offs		(2,495)	(1,837)	(4,814)
Recoveries		1,234	856	2,090
Balance, end of period	43,350	43,350	44,519	43,261
Allowance for loan losses:
Collectively evaluated for impairment					$ 43,350	$ 43,261
Total Allowance	43,350	$ 43,261	45,500	45,500	43,350	43,261
Financing receivables:
Individually evaluated for impairment					41,032	30,477
Collectively evaluated for impairment					3,641,605	3,497,832
Acquired non-credit impaired loans					403,229	470,496
Acquired credit impaired loans					8,866	11,763
Total Portfolio					4,094,732	4,010,568
Collateral or discounted cash flow deficiency for loans, period when charged off		90 days
Commercial
Financing receivables:
Total Portfolio					2,582,889	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		3,459		614
Charge-offs				(134)
Recoveries		12		275
Balance, end of period	26,866	26,866		23,395
Allowance for loan losses:
Collectively evaluated for impairment					26,866	23,395
Total Allowance	26,866	23,395	22,640	22,640	26,866	23,395
Financing receivables:
Individually evaluated for impairment					20,478	17,628
Collectively evaluated for impairment					1,366,933	1,200,803
Acquired non-credit impaired loans					143,607	164,569
Acquired credit impaired loans					6,780	5,396
Total Portfolio					1,537,798	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		(728)		(1,600)
Charge-offs		(173)		(536)
Recoveries		17		203
Balance, end of period	9,039	9,039		9,923
Allowance for loan losses:
Collectively evaluated for impairment					9,039	9,923
Total Allowance	9,039	9,923	11,856	11,856	9,039	9,923
Financing receivables:
Individually evaluated for impairment					12,177	3,668
Collectively evaluated for impairment					578,362	559,379
Acquired non-credit impaired loans					111,850	125,915
Acquired credit impaired loans					1,261	5,284
Total Portfolio					703,650	694,246
Commercial | Small business leases
Allowance for loan losses:
Balance, beginning of year		536
Provision (credit) for loan losses		729		733
Charge-offs		(816)		(292)
Recoveries		232		95
Balance, end of period	681	681		536
Allowance for loan losses:
Collectively evaluated for impairment					681	536
Total Allowance	681	536		536	681	536
Financing receivables:
Collectively evaluated for impairment					69,546	49,900
Acquired non-credit impaired loans					67,604	89,113
Total Portfolio					137,150	139,013
Commercial | Construction
Allowance for loan losses:
Balance, beginning of year		3,579	2,335	2,335
Provision (credit) for loan losses		(1,188)		1,094
Recoveries				150
Balance, end of period	2,391	2,391		3,579
Allowance for loan losses:
Collectively evaluated for impairment					2,391	3,579
Total Allowance	2,391	3,579	2,335	2,335	2,391	3,579
Financing receivables:
Collectively evaluated for impairment					204,193	224,731
Acquired non-credit impaired loans					98	101
Total Portfolio					204,291	224,832
Residential
Financing receivables:
Total Portfolio					900,948	894,474
Residential | Real estate
Allowance for loan losses:
Balance, beginning of year		1,493	1,644	1,644
Provision (credit) for loan losses		84		227
Charge-offs		(114)		(379)
Recoveries		14		1
Balance, end of period	1,477	1,477		1,493
Allowance for loan losses:
Collectively evaluated for impairment					1,477	1,493
Total Allowance	1,477	1,493	1,644	1,644	1,477	1,493
Financing receivables:
Individually evaluated for impairment					7,051	7,874
Collectively evaluated for impairment					842,872	828,022
Acquired non-credit impaired loans					50,666	58,053
Acquired credit impaired loans					359	525
Total Portfolio					900,948	894,474
Consumer
Financing receivables:
Total Portfolio					610,895	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		(454)		(1,033)
Charge-offs		(228)		(411)
Recoveries		114		273
Balance, end of period	617	617		1,185
Allowance for loan losses:
Collectively evaluated for impairment					617	1,185
Total Allowance	617	1,185	2,356	2,356	617	1,185
Financing receivables:
Individually evaluated for impairment					1,248	1,227
Collectively evaluated for impairment					215,851	221,833
Acquired non-credit impaired loans					22,660	25,477
Acquired credit impaired loans					378	416
Total Portfolio					240,137	248,953
Consumer | Personal
Allowance for loan losses:
Balance, beginning of year		372	436	436
Provision (credit) for loan losses		(261)		410
Charge-offs		(94)		(744)
Recoveries		224		270
Balance, end of period	241	241		372
Allowance for loan losses:
Collectively evaluated for impairment					241	372
Total Allowance	241	372	436	436	241	372
Financing receivables:
Individually evaluated for impairment					78	80
Collectively evaluated for impairment					12,242	14,378
Acquired non-credit impaired loans					6,744	7,263
Acquired credit impaired loans					88	142
Total Portfolio					19,152	21,863
Consumer | Education
Allowance for loan losses:
Balance, beginning of year		129	125	125
Provision (credit) for loan losses		59		152
Charge-offs		(63)		(148)
Balance, end of period	125	125		129
Allowance for loan losses:
Collectively evaluated for impairment					125	129
Total Allowance	125	129	125	125	125	129
Financing receivables:
Collectively evaluated for impairment					154,681	164,202
Total Portfolio					154,681	164,202
Consumer | Automobile
Allowance for loan losses:
Balance, beginning of year		2,649	4,108	4,108
Provision (credit) for loan losses		(350)		(112)
Charge-offs		(1,007)		(2,170)
Recoveries		621		823
Balance, end of period	1,913	1,913		2,649
Allowance for loan losses:
Collectively evaluated for impairment					1,913	2,649
Total Allowance	$ 1,913	$ 2,649	$ 4,108	$ 4,108	1,913	2,649
Financing receivables:
Collectively evaluated for impairment					196,925	234,584
Acquired non-credit impaired loans						5
Total Portfolio					$ 196,925	$ 234,589

LOANS - Portfolio Amounts and P

LOANS - Portfolio Amounts and Percentages by Classification (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Amounts and percentage of portfolio
Amount of portfolio	$ 4,094,732	$ 4,010,568
Commercial And Residential Loans
Amounts and percentage of portfolio
Amount of portfolio	$ 3,483,837	$ 3,340,961
Percentage of portfolio	100.00%	100.00%
Commercial
Amounts and percentage of portfolio
Amount of portfolio	$ 2,582,889	$ 2,446,487
Commercial | Real estate
Amounts and percentage of portfolio
Amount of portfolio	$ 1,537,798	$ 1,388,396
Percentage of portfolio	100.00%	100.00%
Commercial | Business loans
Amounts and percentage of portfolio
Amount of portfolio	$ 703,650	$ 694,246
Percentage of portfolio	100.00%	100.00%
Commercial | Small business leases
Amounts and percentage of portfolio
Amount of portfolio	$ 137,150	$ 139,013
Percentage of portfolio	100.00%	100.00%
Commercial | Construction
Amounts and percentage of portfolio
Amount of portfolio	$ 204,291	$ 224,832
Percentage of portfolio	100.00%	100.00%
Residential
Amounts and percentage of portfolio
Amount of portfolio	$ 900,948	$ 894,474
Residential | Real estate
Amounts and percentage of portfolio
Amount of portfolio	$ 900,948	$ 894,474
Percentage of portfolio	100.00%	100.00%
Pass | Commercial And Residential Loans
Amounts and percentage of portfolio
Amount of portfolio	$ 3,433,942	$ 3,292,849
Percentage of portfolio	99.00%	99.00%
Pass | Commercial | Real estate
Amounts and percentage of portfolio
Amount of portfolio	$ 1,507,570	$ 1,364,229
Percentage of portfolio	98.00%	99.00%
Pass | Commercial | Business loans
Amounts and percentage of portfolio
Amount of portfolio	$ 686,603	$ 673,565
Percentage of portfolio	99.00%	99.00%
Pass | Commercial | Small business leases
Amounts and percentage of portfolio
Amount of portfolio	$ 137,150	$ 139,013
Percentage of portfolio	100.00%	100.00%
Pass | Commercial | Construction
Amounts and percentage of portfolio
Amount of portfolio	$ 204,291	$ 224,832
Percentage of portfolio	100.00%	100.00%
Pass | Residential | Real estate
Amounts and percentage of portfolio
Amount of portfolio	$ 898,328	$ 891,210
Percentage of portfolio	100.00%	100.00%
Special Mention | Commercial And Residential Loans
Amounts and percentage of portfolio
Amount of portfolio	$ 10,786	$ 14,914
Special Mention | Commercial | Real estate
Amounts and percentage of portfolio
Amount of portfolio	7,242	$ 9,189
Percentage of portfolio		1.00%
Special Mention | Commercial | Business loans
Amounts and percentage of portfolio
Amount of portfolio	3,544	$ 5,725
Substandard | Commercial And Residential Loans
Amounts and percentage of portfolio
Amount of portfolio	$ 29,639	$ 33,198
Percentage of portfolio	1.00%	1.00%
Substandard | Commercial | Real estate
Amounts and percentage of portfolio
Amount of portfolio	$ 22,986	$ 14,978
Percentage of portfolio	2.00%
Substandard | Commercial | Business loans
Amounts and percentage of portfolio
Amount of portfolio	$ 4,033	$ 14,956
Percentage of portfolio		1.00%
Substandard | Residential | Real estate
Amounts and percentage of portfolio
Amount of portfolio	2,620	$ 3,264
Doubtful | Commercial And Residential Loans
Amounts and percentage of portfolio
Amount of portfolio	9,470
Doubtful | Commercial | Business loans
Amounts and percentage of portfolio
Amount of portfolio	$ 9,470
Percentage of portfolio	1.00%
Originated
Amounts and percentage of portfolio
Amount of portfolio	$ 3,682,637	3,528,309
Originated | Commercial
Amounts and percentage of portfolio
Amount of portfolio	2,251,689	2,056,109
Originated | Commercial | Real estate
Amounts and percentage of portfolio
Amount of portfolio	1,387,411	1,218,431
Originated | Commercial | Business loans
Amounts and percentage of portfolio
Amount of portfolio	590,539	563,047
Originated | Commercial | Small business leases
Amounts and percentage of portfolio
Amount of portfolio	69,546	49,900
Originated | Commercial | Construction
Amounts and percentage of portfolio
Amount of portfolio	204,193	224,731
Originated | Residential
Amounts and percentage of portfolio
Amount of portfolio	849,923	835,896
Originated | Residential | Real estate
Amounts and percentage of portfolio
Amount of portfolio	849,923	835,896
Originated | Pass | Commercial And Residential Loans
Amounts and percentage of portfolio
Amount of portfolio	$ 3,066,517	$ 2,862,984
Percentage of portfolio	88.00%	86.00%
Originated | Pass | Commercial | Real estate
Amounts and percentage of portfolio
Amount of portfolio	$ 1,366,938	$ 1,202,228
Percentage of portfolio	89.00%	87.00%
Originated | Pass | Commercial | Business loans
Amounts and percentage of portfolio
Amount of portfolio	$ 577,942	$ 552,517
Percentage of portfolio	84.00%	82.00%
Originated | Pass | Commercial | Small business leases
Amounts and percentage of portfolio
Amount of portfolio	$ 69,546	$ 49,900
Percentage of portfolio	51.00%	36.00%
Originated | Pass | Commercial | Construction
Amounts and percentage of portfolio
Amount of portfolio	$ 204,193	$ 224,731
Percentage of portfolio	100.00%	100.00%
Originated | Pass | Residential | Real estate
Amounts and percentage of portfolio
Amount of portfolio	$ 847,898	$ 833,608
Percentage of portfolio	94.00%	93.00%
Originated | Special Mention | Commercial And Residential Loans
Amounts and percentage of portfolio
Amount of portfolio	$ 7,520	$ 12,093
Originated | Special Mention | Commercial | Real estate
Amounts and percentage of portfolio
Amount of portfolio	6,679	$ 8,911
Percentage of portfolio		1.00%
Originated | Special Mention | Commercial | Business loans
Amounts and percentage of portfolio
Amount of portfolio	841	$ 3,182
Originated | Substandard | Commercial And Residential Loans
Amounts and percentage of portfolio
Amount of portfolio	$ 18,105	$ 16,928
Percentage of portfolio	1.00%	1.00%
Originated | Substandard | Commercial | Real estate
Amounts and percentage of portfolio
Amount of portfolio	$ 13,794	$ 7,292
Percentage of portfolio	1.00%
Originated | Substandard | Commercial | Business loans
Amounts and percentage of portfolio
Amount of portfolio	$ 2,286	$ 7,348
Percentage of portfolio		1.00%
Originated | Substandard | Residential | Real estate
Amounts and percentage of portfolio
Amount of portfolio	2,025	$ 2,288
Originated | Doubtful | Commercial And Residential Loans
Amounts and percentage of portfolio
Amount of portfolio	9,470
Originated | Doubtful | Commercial | Business loans
Amounts and percentage of portfolio
Amount of portfolio	$ 9,470
Percentage of portfolio	1.00%
Acquired Non-Credit Impaired
Amounts and percentage of portfolio
Amount of portfolio	$ 403,229	470,496
Acquired Non-Credit Impaired | Commercial
Amounts and percentage of portfolio
Amount of portfolio	323,159	379,698
Acquired Non-Credit Impaired | Commercial | Real estate
Amounts and percentage of portfolio
Amount of portfolio	143,607	164,569
Acquired Non-Credit Impaired | Commercial | Business loans
Amounts and percentage of portfolio
Amount of portfolio	111,850	125,915
Acquired Non-Credit Impaired | Commercial | Small business leases
Amounts and percentage of portfolio
Amount of portfolio	67,604	89,113
Acquired Non-Credit Impaired | Commercial | Construction
Amounts and percentage of portfolio
Amount of portfolio	98	101
Acquired Non-Credit Impaired | Residential
Amounts and percentage of portfolio
Amount of portfolio	50,666	58,053
Acquired Non-Credit Impaired | Residential | Real estate
Amounts and percentage of portfolio
Amount of portfolio	50,666	58,053
Acquired Non-Credit Impaired | Pass | Commercial And Residential Loans
Amounts and percentage of portfolio
Amount of portfolio	$ 367,425	$ 429,865
Percentage of portfolio	11.00%	13.00%
Acquired Non-Credit Impaired | Pass | Commercial | Real estate
Amounts and percentage of portfolio
Amount of portfolio	$ 140,632	$ 162,001
Percentage of portfolio	9.00%	12.00%
Acquired Non-Credit Impaired | Pass | Commercial | Business loans
Amounts and percentage of portfolio
Amount of portfolio	$ 108,661	$ 121,048
Percentage of portfolio	15.00%	17.00%
Acquired Non-Credit Impaired | Pass | Commercial | Small business leases
Amounts and percentage of portfolio
Amount of portfolio	$ 67,604	$ 89,113
Percentage of portfolio	49.00%	64.00%
Acquired Non-Credit Impaired | Pass | Commercial | Construction
Amounts and percentage of portfolio
Amount of portfolio	$ 98	$ 101
Acquired Non-Credit Impaired | Pass | Residential | Real estate
Amounts and percentage of portfolio
Amount of portfolio	$ 50,430	$ 57,602
Percentage of portfolio	6.00%	7.00%
Acquired Non-Credit Impaired | Special Mention | Commercial And Residential Loans
Amounts and percentage of portfolio
Amount of portfolio	$ 3,266	$ 2,821
Acquired Non-Credit Impaired | Special Mention | Commercial | Real estate
Amounts and percentage of portfolio
Amount of portfolio	563	278
Acquired Non-Credit Impaired | Special Mention | Commercial | Business loans
Amounts and percentage of portfolio
Amount of portfolio	2,703	2,543
Acquired Non-Credit Impaired | Substandard | Commercial And Residential Loans
Amounts and percentage of portfolio
Amount of portfolio	3,134	5,065
Acquired Non-Credit Impaired | Substandard | Commercial | Real estate
Amounts and percentage of portfolio
Amount of portfolio	2,412	2,290
Acquired Non-Credit Impaired | Substandard | Commercial | Business loans
Amounts and percentage of portfolio
Amount of portfolio	486	2,324
Acquired Non-Credit Impaired | Substandard | Residential | Real estate
Amounts and percentage of portfolio
Amount of portfolio	236	451
Acquired Credit Impaired
Amounts and percentage of portfolio
Amount of portfolio	8,866	11,763
Acquired Credit Impaired | Commercial
Amounts and percentage of portfolio
Amount of portfolio	8,041	10,680
Acquired Credit Impaired | Commercial | Real estate
Amounts and percentage of portfolio
Amount of portfolio	6,780	5,396
Acquired Credit Impaired | Commercial | Business loans
Amounts and percentage of portfolio
Amount of portfolio	1,261	5,284
Acquired Credit Impaired | Residential
Amounts and percentage of portfolio
Amount of portfolio	359	525
Acquired Credit Impaired | Residential | Real estate
Amounts and percentage of portfolio
Amount of portfolio	359	525
Acquired Credit Impaired | Substandard | Commercial And Residential Loans
Amounts and percentage of portfolio
Amount of portfolio	8,400	11,205
Acquired Credit Impaired | Substandard | Commercial | Real estate
Amounts and percentage of portfolio
Amount of portfolio	$ 6,780	5,396
Percentage of portfolio	1.00%
Acquired Credit Impaired | Substandard | Commercial | Business loans
Amounts and percentage of portfolio
Amount of portfolio	$ 1,261	5,284
Acquired Credit Impaired | Substandard | Residential | Real estate
Amounts and percentage of portfolio
Amount of portfolio	$ 359	$ 525

LOANS - Consumer Loan Risk Prof

LOANS - Consumer Loan Risk Profile (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended		12 Months Ended
	Jun. 30, 2017	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Amounts and percentage of portfolio
Amount of portfolio	$ 4,094,732	$ 4,094,732		$ 4,010,568
Charge-offs		2,495	$ 1,837	4,814
Shared national credits
Amounts and percentage of portfolio
Amount of portfolio	237,200	237,200
Loans downgraded to Doubtful and changed to nonaccrual status	9,500	9,500
Charge-offs		0
Individually evaluated for impairment	0	0
Consumer
Amounts and percentage of portfolio
Amount of portfolio	$ 610,895	$ 610,895		$ 669,607
Percentage of portfolio	100.00%	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	$ 240,137	$ 240,137		$ 248,953
Percentage of portfolio	100.00%	100.00%		100.00%
Charge-offs		$ 228		$ 411
Consumer | Personal
Amounts and percentage of portfolio
Amount of portfolio	$ 19,152	$ 19,152		$ 21,863
Percentage of portfolio	100.00%	100.00%		100.00%
Charge-offs		$ 94		$ 744
Consumer | Education
Amounts and percentage of portfolio
Amount of portfolio	$ 154,681	$ 154,681		$ 164,202
Percentage of portfolio	100.00%	100.00%		100.00%
Charge-offs		$ 63		$ 148
Consumer | Automobile
Amounts and percentage of portfolio
Amount of portfolio	$ 196,925	$ 196,925		$ 234,589
Percentage of portfolio	100.00%	100.00%		100.00%
Charge-offs		$ 1,007		$ 2,170
Performing | Consumer
Amounts and percentage of portfolio
Amount of portfolio	$ 593,501	$ 593,501		$ 653,675
Percentage of portfolio	97.00%	97.00%		98.00%
Performing | Consumer | Home equity and lines of credit
Amounts and percentage of portfolio
Amount of portfolio	$ 239,079	$ 239,079		$ 247,944
Percentage of portfolio	100.00%	100.00%		100.00%
Performing | Consumer | Personal
Amounts and percentage of portfolio
Amount of portfolio	$ 18,927	$ 18,927		$ 21,783
Percentage of portfolio	99.00%	99.00%		100.00%
Performing | Consumer | Education
Amounts and percentage of portfolio
Amount of portfolio	$ 138,570	$ 138,570		$ 149,359
Percentage of portfolio	90.00%	90.00%		91.00%
Performing | Consumer | Automobile
Amounts and percentage of portfolio
Amount of portfolio	$ 196,925	$ 196,925		$ 234,589
Percentage of portfolio	100.00%	100.00%		100.00%
Nonperforming | Consumer
Amounts and percentage of portfolio
Amount of portfolio	$ 17,394	$ 17,394		$ 15,932
Percentage of portfolio	3.00%	3.00%		2.00%
Nonperforming | Consumer | Home equity and lines of credit
Amounts and percentage of portfolio
Amount of portfolio	$ 1,058	$ 1,058		$ 1,009
Nonperforming | Consumer | Personal
Amounts and percentage of portfolio
Amount of portfolio	$ 225	$ 225		80
Percentage of portfolio	1.00%	1.00%
Nonperforming | Consumer | Education
Amounts and percentage of portfolio
Amount of portfolio	$ 16,111	$ 16,111		$ 14,843
Percentage of portfolio	10.00%	10.00%		9.00%
Originated
Amounts and percentage of portfolio
Amount of portfolio	$ 3,682,637	$ 3,682,637		$ 3,528,309
Originated | Consumer
Amounts and percentage of portfolio
Amount of portfolio	581,025	581,025		636,304
Originated | Consumer | Home equity and lines of credit
Amounts and percentage of portfolio
Amount of portfolio	217,099	217,099		223,060
Originated | Consumer | Personal
Amounts and percentage of portfolio
Amount of portfolio	12,320	12,320		14,458
Originated | Consumer | Education
Amounts and percentage of portfolio
Amount of portfolio	154,681	154,681		164,202
Originated | Consumer | Automobile
Amounts and percentage of portfolio
Amount of portfolio	196,925	196,925		234,584
Originated | Performing | Consumer
Amounts and percentage of portfolio
Amount of portfolio	$ 563,886	$ 563,886		$ 620,497
Percentage of portfolio	92.00%	92.00%		93.00%
Originated | Performing | Consumer | Home equity and lines of credit
Amounts and percentage of portfolio
Amount of portfolio	$ 216,143	$ 216,143		$ 222,168
Percentage of portfolio	91.00%	91.00%		90.00%
Originated | Performing | Consumer | Personal
Amounts and percentage of portfolio
Amount of portfolio	$ 12,248	$ 12,248		$ 14,386
Percentage of portfolio	65.00%	65.00%		67.00%
Originated | Performing | Consumer | Education
Amounts and percentage of portfolio
Amount of portfolio	$ 138,570	$ 138,570		$ 149,359
Percentage of portfolio	90.00%	90.00%		91.00%
Originated | Performing | Consumer | Automobile
Amounts and percentage of portfolio
Amount of portfolio	$ 196,925	$ 196,925		$ 234,584
Percentage of portfolio	100.00%	100.00%		100.00%
Originated | Nonperforming | Consumer
Amounts and percentage of portfolio
Amount of portfolio	$ 17,139	$ 17,139		$ 15,807
Percentage of portfolio	3.00%	3.00%		2.00%
Originated | Nonperforming | Consumer | Home equity and lines of credit
Amounts and percentage of portfolio
Amount of portfolio	$ 956	$ 956		$ 892
Originated | Nonperforming | Consumer | Personal
Amounts and percentage of portfolio
Amount of portfolio	72	72		72
Originated | Nonperforming | Consumer | Education
Amounts and percentage of portfolio
Amount of portfolio	$ 16,111	$ 16,111		$ 14,843
Percentage of portfolio	10.00%	10.00%		9.00%
Acquired Non-Credit Impaired
Amounts and percentage of portfolio
Amount of portfolio	$ 403,229	$ 403,229		$ 470,496
Acquired Non-Credit Impaired | Consumer
Amounts and percentage of portfolio
Amount of portfolio	29,404	29,404		32,745
Acquired Non-Credit Impaired | Consumer | Home equity and lines of credit
Amounts and percentage of portfolio
Amount of portfolio	22,660	22,660		25,477
Acquired Non-Credit Impaired | Consumer | Personal
Amounts and percentage of portfolio
Amount of portfolio	6,744	6,744		7,263
Acquired Non-Credit Impaired | Consumer | Automobile
Amounts and percentage of portfolio
Amount of portfolio				5
Acquired Non-Credit Impaired | Performing | Consumer
Amounts and percentage of portfolio
Amount of portfolio	$ 29,149	$ 29,149		$ 32,620
Percentage of portfolio	5.00%	5.00%		5.00%
Acquired Non-Credit Impaired | Performing | Consumer | Home equity and lines of credit
Amounts and percentage of portfolio
Amount of portfolio	$ 22,558	$ 22,558		$ 25,360
Percentage of portfolio	9.00%	9.00%		10.00%
Acquired Non-Credit Impaired | Performing | Consumer | Personal
Amounts and percentage of portfolio
Amount of portfolio	$ 6,591	$ 6,591		$ 7,255
Percentage of portfolio	34.00%	34.00%		33.00%
Acquired Non-Credit Impaired | Performing | Consumer | Automobile
Amounts and percentage of portfolio
Amount of portfolio				$ 5
Acquired Non-Credit Impaired | Nonperforming | Consumer
Amounts and percentage of portfolio
Amount of portfolio	$ 255	$ 255		125
Acquired Non-Credit Impaired | Nonperforming | Consumer | Home equity and lines of credit
Amounts and percentage of portfolio
Amount of portfolio	102	102		117
Acquired Non-Credit Impaired | Nonperforming | Consumer | Personal
Amounts and percentage of portfolio
Amount of portfolio	$ 153	$ 153		8
Percentage of portfolio	1.00%	1.00%
Acquired Credit Impaired
Amounts and percentage of portfolio
Amount of portfolio	$ 8,866	$ 8,866		11,763
Acquired Credit Impaired | Consumer
Amounts and percentage of portfolio
Amount of portfolio	466	466		558
Acquired Credit Impaired | Consumer | Home equity and lines of credit
Amounts and percentage of portfolio
Amount of portfolio	378	378		416
Acquired Credit Impaired | Consumer | Personal
Amounts and percentage of portfolio
Amount of portfolio	88	88		142
Acquired Credit Impaired | Performing | Consumer
Amounts and percentage of portfolio
Amount of portfolio	466	466		558
Acquired Credit Impaired | Performing | Consumer | Home equity and lines of credit
Amounts and percentage of portfolio
Amount of portfolio	378	378		416
Acquired Credit Impaired | Performing | Consumer | Personal
Amounts and percentage of portfolio
Amount of portfolio	$ 88	$ 88		$ 142

LOANS - Loans Acquired with Det

LOANS - Loans Acquired with Deteriorated Credit Quality (Details) - USD ($) $ in Thousands	15 Months Ended
	Jun. 30, 2017	Dec. 31, 2016
Loans acquired disclosures
Outstanding principal balance	$ 12,618
Carrying amount	8,866	$ 11,763
Changes in the accretable discount on loans acquired with deteriorated credit quality
Balance at the beginning of the period	1,235
Accretion	(761)
Balance at the end of the period	$ 474

LOANS - Loan Delinquencies and

LOANS - Loan Delinquencies and Non-accrual Loans (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 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	$ 59,709	$ 51,019
Past due, percentage	100.00%	100.00%
Acquired credit impaired loans	$ 8,866	$ 11,763
Current loans	$ 4,026,157	$ 3,947,786
Current loans, percentage	100.00%	100.00%
Total Portfolio	$ 4,094,732	$ 4,010,568
Loans, percentage	100.00%	100.00%
Recorded Investment Greater Than 90 Days And Accruing	$ 16,111	$ 14,843
Non-Accruing	$ 21,164	$ 12,069
Non-Accruing, percentage	100.00%	100.00%
30-59 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 30,345	$ 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	$ 8,126	$ 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	$ 21,238	$ 20,341
Past due, percentage	100.00%	100.00%
Commercial
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 17,653	$ 6,406
Past due, percentage	30.00%	13.00%
Acquired credit impaired loans	$ 8,041	$ 10,680
Current loans	$ 2,557,195	$ 2,429,401
Current loans, percentage	63.00%	61.00%
Total Portfolio	$ 2,582,889	$ 2,446,487
Loans, percentage	63.00%	61.00%
Non-Accruing	$ 13,172	$ 3,240
Non-Accruing, percentage	62.00%	27.00%
Commercial | 30-59 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 12,804	$ 2,907
Past due, percentage	42.00%	13.00%
Commercial | 60-89 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 2,894	$ 2,130
Past due, percentage	35.00%	25.00%
Commercial | Greater than 90 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 1,955	$ 1,369
Past due, percentage	9.00%	7.00%
Commercial | Real estate
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 12,948	$ 833
Past due, percentage	22.00%	2.00%
Acquired credit impaired loans	$ 6,780	$ 5,396
Current loans	$ 1,518,070	$ 1,382,167
Current loans, percentage	38.00%	35.00%
Total Portfolio	$ 1,537,798	$ 1,388,396
Loans, percentage	38.00%	35.00%
Non-Accruing	$ 1,792	$ 1,472
Non-Accruing, percentage	8.00%	12.00%
Commercial | Real estate | 30-59 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 10,671	$ 252
Past due, percentage	35.00%	1.00%
Commercial | Real estate | 60-89 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 1,572	$ 338
Past due, percentage	19.00%	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	$ 705	$ 243
Past due, percentage	3.00%	1.00%
Commercial | Business loans
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 2,359	$ 2,976
Past due, percentage	4.00%	6.00%
Acquired credit impaired loans	$ 1,261	$ 5,284
Current loans	$ 700,030	$ 685,986
Current loans, percentage	17.00%	17.00%
Total Portfolio	$ 703,650	$ 694,246
Loans, percentage	17.00%	17.00%
Non-Accruing	$ 11,380	$ 1,768
Non-Accruing, percentage	54.00%	15.00%
Commercial | Business loans | 30-59 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 579	$ 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	$ 587	$ 997
Past due, percentage	7.00%	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	$ 1,193	$ 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	$ 2,346	$ 2,597
Past due, percentage	4.00%	5.00%
Current loans	$ 134,804	$ 136,416
Current loans, percentage	3.00%	3.00%
Total Portfolio	$ 137,150	$ 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	$ 1,554	$ 1,802
Past due, percentage	5.00%	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	$ 735	$ 795
Past due, percentage	9.00%	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	$ 57
Commercial | Construction
Summary of Aged Analysis of Past Due and Non-accrual Loans
Current loans	$ 204,291	$ 224,832
Current loans, percentage	5.00%	6.00%
Total Portfolio	$ 204,291	$ 224,832
Loans, percentage	5.00%	6.00%
Residential
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 4,610	$ 6,413
Past due, percentage	8.00%	12.00%
Acquired credit impaired loans	$ 359	$ 525
Current loans	$ 895,979	$ 887,536
Current loans, percentage	23.00%	23.00%
Total Portfolio	$ 900,948	$ 894,474
Loans, percentage	22.00%	22.00%
Non-Accruing	$ 6,709	$ 7,740
Non-Accruing, percentage	32.00%	64.00%
Residential | 30-59 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 1,625	$ 2,252
Past due, percentage	5.00%	10.00%
Residential | 60-89 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 222	$ 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	$ 2,763	$ 3,695
Past due, percentage	13.00%	18.00%
Residential | Real estate
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 4,610	$ 6,413
Past due, percentage	8.00%	12.00%
Acquired credit impaired loans	$ 359	$ 525
Current loans	$ 895,979	$ 887,536
Current loans, percentage	23.00%	23.00%
Total Portfolio	$ 900,948	$ 894,474
Loans, percentage	22.00%	22.00%
Non-Accruing	$ 6,709	$ 7,740
Non-Accruing, percentage	32.00%	64.00%
Residential | Real estate | 30-59 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 1,625	$ 2,252
Past due, percentage	5.00%	10.00%
Residential | Real estate | 60-89 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 222	$ 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	$ 2,763	$ 3,695
Past due, percentage	13.00%	18.00%
Consumer
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 37,446	$ 38,200
Past due, percentage	62.00%	75.00%
Acquired credit impaired loans	$ 466	$ 558
Current loans	$ 572,983	$ 630,849
Current loans, percentage	14.00%	16.00%
Total Portfolio	$ 610,895	$ 669,607
Loans, percentage	15.00%	17.00%
Recorded Investment Greater Than 90 Days And Accruing	$ 16,111	$ 14,843
Non-Accruing	$ 1,283	$ 1,089
Non-Accruing, percentage	6.00%	9.00%
Consumer | 30-59 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 15,916	$ 16,923
Past due, percentage	53.00%	77.00%
Consumer | 60-89 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 5,010	$ 6,000
Past due, percentage	62.00%	70.00%
Consumer | Greater than 90 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 16,520	$ 15,277
Past due, percentage	78.00%	75.00%
Consumer | Home equity and lines of credit
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 1,150	$ 2,014
Past due, percentage	2.00%	4.00%
Acquired credit impaired loans	$ 378	$ 416
Current loans	$ 238,609	$ 246,523
Current loans, percentage	6.00%	6.00%
Total Portfolio	$ 240,137	$ 248,953
Loans, percentage	6.00%	6.00%
Non-Accruing	$ 1,058	$ 1,009
Non-Accruing, percentage	5.00%	8.00%
Consumer | Home equity and lines of credit | 30-59 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 765	$ 1,103
Past due, percentage	3.00%	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	$ 130	$ 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	$ 255	$ 409
Past due, percentage	1.00%	2.00%
Consumer | Personal
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 425	$ 646
Past due, percentage	1.00%	1.00%
Acquired credit impaired loans	$ 88	$ 142
Current loans	18,639	$ 21,075
Current loans, percentage		1.00%
Total Portfolio	19,152	$ 21,863
Loans, percentage		1.00%
Non-Accruing	$ 225	$ 80
Non-Accruing, percentage	1.00%	1.00%
Consumer | Personal | 30-59 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 239	$ 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	$ 32	$ 165
Past due, percentage		2.00%
Consumer | Personal | Greater than 90 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 154	$ 25
Past due, percentage	1.00%
Consumer | Education
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 32,660	$ 30,501
Past due, percentage	54.00%	60.00%
Current loans	$ 122,021	$ 133,701
Current loans, percentage	3.00%	3.00%
Total Portfolio	$ 154,681	$ 164,202
Loans, percentage	4.00%	4.00%
Recorded Investment Greater Than 90 Days And Accruing	$ 16,111	$ 14,843
Consumer | Education | 30-59 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 11,999	$ 10,974
Past due, percentage	39.00%	50.00%
Consumer | Education | 60-89 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 4,550	$ 4,684
Past due, percentage	56.00%	54.00%
Consumer | Education | Greater than 90 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 16,111	$ 14,843
Past due, percentage	76.00%	73.00%
Consumer | Automobile
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 3,211	$ 5,039
Past due, percentage	5.00%	10.00%
Current loans	$ 193,714	$ 229,550
Current loans, percentage	5.00%	6.00%
Total Portfolio	$ 196,925	$ 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	$ 2,913	$ 4,390
Past due, percentage	10.00%	20.00%
Consumer | Automobile | 60-89 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 298	$ 649
Past due, percentage	4.00%	8.00%

LOANS - Troubled Debt Restructu

LOANS - Troubled Debt Restructured Loans by Classification (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2017USD ($)item	Jun. 30, 2016USD ($)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	6	11
Outstanding principal balance of TDR loans at period end | $	$ 584	$ 3,738
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	1	4
Outstanding principal balance of TDR loans at period end | $	$ 269	$ 2,640
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	2
Outstanding principal balance of TDR loans at period end | $	$ 269	$ 840
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 | $		$ 1,800
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	5	5
Outstanding principal balance of TDR loans at period end | $	$ 315	$ 501
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	5	5
Outstanding principal balance of TDR loans at period end | $	$ 315	$ 501
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		2
Outstanding principal balance of TDR loans at period end | $		$ 597
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 | $		$ 186
Consumer | Personal
Summary of loans whose terms were modified in a manner that met the definition of a TDR
Number of TDR loans at period end | item		1
Outstanding principal balance of TDR loans at period end | $		$ 411

LOANS - Summary of Troubled Deb

LOANS - Summary of Troubled Debt Restructured Loans (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2017USD ($)item	Jun. 30, 2016USD ($)item
Summary of troubled debt restructured loans
Number of loans modified | item	1	5
Loans modified during the period in a manner that met the definition of a TDR | $	$ 31	$ 3,051
No. of Loans immediately before modification | item	1	5
Outstanding principal balance immediately before modification | $	$ 43	$ 3,051
No. of Loans immediately after modification | item	1	5
Outstanding principal balance immediately after modification | $	$ 31	$ 3,051
Number of TDR loans at period end | item	6	11
Outstanding principal balance of TDR loans at period end | $	$ 584	$ 3,738
Deferral of principal amounts due
Summary of troubled debt restructured loans
Number of loans modified | item		5
Outstanding principal balance of loans modified | $		$ 3,051
Temporary reduction in interest rate
Summary of troubled debt restructured loans
Number of loans modified | item	1
Outstanding principal balance of loans modified | $	$ 31

LOANS - Impaired Loans (Details

LOANS - Impaired Loans (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2017	Dec. 31, 2016
Components of Impaired Loans
Recorded investment	$ 21,164	$ 14,010
Unpaid principal balance	21,974	15,046
Average recorded investment	21,415	14,778
Interest income recognized		94
Acquired credit impaired loans	8,866	11,763
Commercial
Components of Impaired Loans
Recorded investment	13,172	5,181
Unpaid principal balance	13,235	5,244
Average recorded investment	12,899	4,250
Interest income recognized		94
Commercial | Real estate
Components of Impaired Loans
Recorded investment	1,792	1,472
Unpaid principal balance	1,792	1,472
Average recorded investment	1,575	2,191
Acquired credit impaired loans	6,780	5,396
Commercial | Business loans
Components of Impaired Loans
Recorded investment	11,380	3,709
Unpaid principal balance	11,443	3,772
Average recorded investment	11,324	2,047
Interest income recognized		94
Acquired credit impaired loans	1,261	5,284
Commercial | Construction
Components of Impaired Loans
Average recorded investment		12
Residential
Components of Impaired Loans
Recorded investment	6,709	7,740
Unpaid principal balance	7,452	8,672
Average recorded investment	7,287	8,882
Residential | Real estate
Components of Impaired Loans
Recorded investment	6,709
Unpaid principal balance	7,452
Average recorded investment	7,287
Acquired credit impaired loans	359	525
Residential | Construction
Components of Impaired Loans
Recorded investment		7,740
Unpaid principal balance		8,672
Average recorded investment		8,882
Consumer
Components of Impaired Loans
Recorded investment	1,283	1,089
Unpaid principal balance	1,287	1,130
Average recorded investment	1,229	1,646
Consumer | Home equity and lines of credit
Components of Impaired Loans
Recorded investment	1,058	1,009
Unpaid principal balance	1,062	1,050
Average recorded investment	1,050	1,460
Acquired credit impaired loans	378	416
Consumer | Personal
Components of Impaired Loans
Recorded investment	225	80
Unpaid principal balance	225	80
Average recorded investment	176	178
Acquired credit impaired loans	88	142
Consumer | Education
Components of Impaired Loans
Average recorded investment		5
Consumer | Automobile
Components of Impaired Loans
Average recorded investment	$ 3	$ 3

LOANS - Impaired Loans Other In

LOANS - Impaired Loans Other Information (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended		12 Months Ended
	Jun. 30, 2017	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Other information
Charge-offs		$ 2,495	$ 1,837	$ 4,814
Interest income recognizable as per original terms		545
Nonperforming loans, both nonaccrual and accrual	$ 37,300	37,300		26,900
Shared national credits
Other information
Loans downgraded to Doubtful and changed to nonaccrual status	9,500	9,500
Charge-offs		0
Individually evaluated for impairment	0	0
Education | Consumer
Other information
Charge-offs		63		148
Nonperforming loans, both nonaccrual and accrual	$ 16,100	$ 16,100		$ 14,800

GOODWILL AND OTHER INTANGIBLE78

GOODWILL AND OTHER INTANGIBLES - Goodwill (Details) - USD ($) $ in Thousands	Apr. 14, 2016	Jun. 30, 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
Adjustment		$ (123)
Beneficial Insurance Services, LLC
Additional disclosures
Impairment			$ 0

GOODWILL AND OTHER INTANGIBLE79

GOODWILL AND OTHER INTANGIBLES - Intangible Assets and Amortization Expense (Details) $ in Thousands	Apr. 14, 2016USD ($)	Jun. 30, 2017USD ($)
Goodwill and Other Intangibles
Impairment		$ 0
Summary of intangible assets
Balance at the beginning of the period		4,446
Amortization		(1,137)
Balance at the end of the period		$ 3,309
Core deposits
Goodwill and Other Intangibles
Estimated useful life		10 years
Summary of intangible assets
Balance at the end of the period		$ 1,900
Core deposits | Conestoga Bank
Goodwill and Other Intangibles
Intangible value assumption, percent of deposits	0.65
Summary of intangible assets
Intangibles acquired	$ 2,200
Customer list
Summary of intangible assets
Balance at the end of the period		$ 1,400
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	Jun. 30, 2017	Dec. 31, 2016
OTHER ASSETS:
Investments in affordable housing and other partnerships	$ 4,546	$ 5,575
Prepaid assets	3,312	2,493
Net deferred tax assets	43,836	44,789
Other real estate	300	821
Fixed assets held for sale	744	744
Servicing rights	2,347	2,169
Other assets	5,529	6,031
Total other assets	$ 60,614	$ 62,622

DEPOSITS - Deposits by Major Cl

DEPOSITS - Deposits by Major Classification (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
DEPOSITS
Non-interest bearing deposits	$ 568,391	$ 518,294
Interest-earning checking accounts	899,953	930,227
Municipal checking accounts	106,329	125,063
Money market accounts	444,335	444,226
Savings accounts	1,308,429	1,265,864
Certificates of deposit	857,599	874,514
Total deposits	$ 4,185,036	$ 4,158,188
Non-interest bearing deposits, percentage	13.60%	12.50%
Interest-earning checking accounts, percentage	21.50%	22.40%
Municipal checking accounts, percentage	2.50%	3.00%
Money market accounts, percentage	10.60%	10.70%
Savings accounts, percentage	31.30%	30.40%
Certificates of deposit, percentage	20.50%	21.00%
Total deposits, percentage	100.00%	100.00%

BORROWED FUNDS - Summary of Bor

BORROWED FUNDS - Summary of Borrowings (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Summary of borrowed funds
FHLB advances	$ 515,000	$ 465,000
Statutory trust debenture	25,432	25,423
Total borrowed funds	$ 540,432	$ 490,423

BORROWED FUNDS - Loans Pledged

BORROWED FUNDS - Loans Pledged as Collateral (Details) - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Borrowed funds
Amount of increased borrowings	$ 130,000	$ 320,994
FHLB advances
Borrowed funds
Amount of increased borrowings	$ 50,000
Weighted average interest rate	1.98%
Amount of remaining borrowings available with the FHLB	$ 1,400
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	$ 2,600,000		$ 2,400,000
Maximum borrowing capacity of FHLB advances	1,900,000		1,800,000
Federal Reserve Bank borrowings | Federal Reserve Bank Of Philadelphia
Borrowed funds
Loans pledged to secure borrowing capacity	240,900		265,600
Maximum borrowing capacity from Federal Reserve Bank	$ 178,800		$ 192,600

OTHER LIABILITIES - Summary of

OTHER LIABILITIES - Summary of Other Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
OTHER LIABILITIES
Accrued pension and other postretirement benefits	$ 27,454	$ 29,442
Other accrued expenses	11,535	15,066
Mortgage escrow	11,990	10,774
Deferred rent	7,377	7,303
Accrued interest	2,863	2,763
Income taxes payable	363	104
Other liabilities	11,709	10,774
Total other liabilities	$ 73,291	$ 76,226

REGULATORY CAPITAL REQUIREMEN85

REGULATORY CAPITAL REQUIREMENTS - Summary of Requirements (Details)	6 Months Ended
	Jun. 30, 2017	Dec. 31, 2016
Summary of regulatory capital requirements and ratios
Common Equity Tier 1 Capital (to risk weighted assets), ratio (as a percent)	20.88%	21.45%
Tier 1 Capital (to risk weighted assets), ratio (as a percent)	21.47%	22.06%
Total Capital (to risk weighted assets), ratio (as a percent)	22.51%	23.14%
Tier 1 Leverage ratio (as a percent)	16.06%	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 REQUIREMEN86

REGULATORY CAPITAL REQUIREMENTS - Summary of Compliance (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Tier 1 Leverage
Tier 1 Leverage, actual, capital amount	$ 906,469	$ 891,129
Tier 1 Leverage (to average assets), actual, ratio (as a percent)	16.06%	16.15%
Tier 1 Leverage, for capital adequacy purposes, capital amount	$ 225,753	$ 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	$ 282,192	$ 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	$ 881,454	$ 866,540
Common Equity Tier 1 Capital (to risk weighted assets), ratio (as a percent)	20.88%	21.45%
Common Equity Tier 1 Capital, for capital adequacy purposes, capital amount	$ 189,961	$ 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	$ 274,387	$ 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	$ 906,469	$ 891,129
Tier 1 Capital (to risk weighted assets), actual, ratio (as a percent)	21.47%	22.06%
Tier 1 Capital, for capital adequacy purposes, capital amount	$ 253,281	$ 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	$ 337,708	$ 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	$ 950,194	$ 934,624
Total Capital (to risk weighted assets), actual, ratio (as a percent)	22.51%	23.14%
Total Capital, for capital adequacy purposes, capital amount	$ 337,708	$ 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	$ 422,135	$ 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	$ 832,374	$ 814,038
Tier 1 Leverage (to average assets), actual, ratio (as a percent)	14.75%	14.76%
Tier 1 Leverage, for capital adequacy purposes, capital amount	$ 225,711	$ 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	$ 282,138	$ 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	$ 832,374	$ 814,038
Common Equity Tier 1 Capital (to risk weighted assets), ratio (as a percent)	19.74%	20.17%
Common Equity Tier 1 Capital, for capital adequacy purposes, capital amount	$ 189,794	$ 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	$ 274,147	$ 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	$ 832,374	$ 814,038
Tier 1 Capital (to risk weighted assets), actual, ratio (as a percent)	19.74%	20.17%
Tier 1 Capital, for capital adequacy purposes, capital amount	$ 253,058	$ 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	$ 337,411	$ 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	$ 876,040	$ 857,533
Total Capital (to risk weighted assets), actual, ratio (as a percent)	20.77%	21.25%
Total Capital, for capital adequacy purposes, capital amount	$ 337,411	$ 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	$ 421,764	$ 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		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Income tax disclosures
Income tax expense	$ 4,728	$ 1,994	$ 8,248	$ 4,220
Effective income tax rate (as a percent)	33.30%	42.00%	31.60%	35.20%
ASU 2016-09
Income tax disclosures
Excess tax benefit recognized related to exercise of stock options and vesting of stock awards			$ 1,800

INCOME TAXES - Net deferred tax

INCOME TAXES - Net deferred taxes (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
INCOME TAXES
Net deferred tax assets	$ 43,836	$ 44,789

PENSION AND OTHER POSTRETIREM89

PENSION AND OTHER POSTRETIREMENT BENEFITS - Assumptions and Components (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017USD ($)	Jun. 30, 2016USD ($)	Jun. 30, 2017USD ($)employee	Jun. 30, 2016USD ($)
Pension Benefits
Components of net pension cost
Interest cost	$ 845	$ 818	$ 1,690	$ 1,635
Expected return on assets	(1,565)	(1,559)	(3,129)	(3,118)
Amortization of loss	618	623	1,236	1,247
Net periodic pension (benefit) cost	(102)	(118)	$ (203)	(236)
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	$ 72	69
Interest cost	183	179	366	357
Amortization of loss	64	39	127	77
Amortization of prior service cost	(121)	(122)	(243)	(243)
Net periodic pension (benefit) cost	$ 161	$ 130	$ 322	$ 260

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		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Summary of Non-vested Stock Award Activity
Non-vested Stock Awards outstanding, Beginning balance (in shares)			2,960,572	616,505
Non-vested Stock Awards outstanding Weighted Average Grant Price, Beginning (in dollars per share)			$ 13.07	$ 10
Number of Shares, issued			154,753	2,496,433
Weighted Average Grant Price, issued (in dollars per share)			$ 18	$ 13.55
Number of Shares, vested			(870,133)	(121,078)
Weighted Average Grant Price, vested (in dollars per share)			$ 13.11	$ 8.32
Number of Shares, forfeited			(65,976)	(59,494)
Weighted Average Grant Price, forfeited (in dollars per share)			$ 10.22	$ 10.78
Non-vested Stock Awards outstanding, Ending balance (in shares)	2,179,216	2,932,366	2,179,216	2,932,366
Non-vested Stock Awards outstanding Weighted Average Grant Price, Ending (in dollars per share)	$ 13.50	$ 13.07	$ 13.50	$ 13.07
Fair value of shares vested			$ 13,900	$ 1,600
Additional Paid in Capital
STOCK BASED COMPENSATION
Omnibus Equity Plan shares granted from treasury stock, net			(1,063)
Stock awards
STOCK BASED COMPENSATION
Compensation expense	$ 3,400	$ 1,000	$ 6,700	$ 1,500
2016 Omnibus Incentive Plan
STOCK BASED COMPENSATION
Number of shares approved	3,500,000		3,500,000
2016 Omnibus Incentive Plan | Additional Paid in Capital
STOCK BASED COMPENSATION
Omnibus 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		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		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Share - based compensation disclosures
Award expiration period			10 years
Award vesting period			5 years
Compensation expense	$ 236	$ 354	$ 526	$ 771
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)			(943,640)	(237,598)
Weighted Exercise Price per Shares, exercised (in dollars per share)			$ 9.42	$ 9.78
Number of Options, forfeited (in shares)			(11,878)	(103,319)
Weighted Exercise Price per Shares, forfeited (in dollars per share)			$ 9.42	$ 9.86
Number of Options, Ending balance (in shares)	1,928,569	3,081,324	1,928,569	3,081,324
Weighted Exercise Price per Shares, Ending balance (in dollars per share)	$ 9.68	$ 9.57	$ 9.68	$ 9.57
Options, additional disclosures
Weighted average remaining contractual term of options outstanding			5 years 4 days	5 years 3 months
Aggregate intrinsic value of options outstanding	$ 10,300	$ 9,700	$ 10,300	$ 9,700
Exercisable options (in shares)	1,480,881	2,262,141	1,480,881	2,262,141
Average weighted exercise price of exercisable options (in dollars per share)	$ 9.49	$ 9.45	$ 9.49	$ 9.45
Weighted average remaining contractual term of exercisable options			4 years 5 months 16 days	4 years 6 months 11 days
Aggregate intrinsic value of exercisable options	$ 8,200	$ 7,400	$ 8,200	$ 7,400

STOCK BASED COMPENSATION - Unre

STOCK BASED COMPENSATION - Unrecognized Compensation (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Stock Options
Share - based compensation disclosures
Unrecognized compensation cost related to options	$ 1.3	$ 2.5
Period for recognizing unrecognized compensation	1 year 8 months 23 days	2 years 4 months 28 days
Stock awards
Share - based compensation disclosures
Unrecognized compensation cost related non-vested stock awards granted under EIP	$ 25.4	$ 36
Period for recognizing unrecognized compensation	2 years 18 days	4 years 9 months

COMMITMENTS AND CONTINGENCIES -

COMMITMENTS AND CONTINGENCIES - Purchase and Loan Origination Commitments (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2017	Dec. 31, 2016
COMMITMENTS AND CONTINGENCIES
Outstanding commitments to purchase or originate loans or leases	$ 35,800	$ 162,200
Commitments to customers on available lines of credit	487,300	380,500
Commitments to fund commercial construction and other advances	161,400	135,100
Commitments to customer on standby letters of credit	31,500	22,800
Reserve for unfunded commitments	$ 316	$ 234

RECENT ACCOUNTING PRONOUNCEME94

RECENT ACCOUNTING PRONOUNCEMENTS (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Mar. 31, 2017	Jun. 30, 2017
ASU 2016-09
RECENT ACCOUNTING PRONOUNCEMENTS
Cumulative-effect adjustment to retained earnings	$ (500)	$ (500)

FAIR VALUE OF FINANCIAL INSTR95

FAIR VALUE OF FINANCIAL INSTRUMENTS - Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016	Jun. 30, 2016
Assets:
Servicing rights	$ 2,347	$ 2,169
Investment securities available-for-sale, estimated fair value	427,174	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	3,990	4,659
Ginnie Mae guaranteed mortgage certificates
Assets:
Investment securities available-for-sale, estimated fair value	3,548	3,868
GSE collateralized mortgage obligations (CMOs)
Assets:
Investment securities available-for-sale, estimated fair value	18,654
GSE mortgage-backed securities
Assets:
Investment securities available-for-sale, estimated fair value	340,647	376,534
Corporate securities
Assets:
Investment securities available-for-sale, estimated fair value	19,956	19,457
Equity Securities
Assets:
Investment securities available-for-sale, estimated fair value	383
SBA Servicing Rights
Assets:
Servicing rights	807	646	$ 814
Recurring
Assets:
Total Assets	431,326	455,612
Liabilities:
Total Liabilities	1,797	1,852
Recurring | Interest rate swaps
Assets:
Derivative asset	1,805	1,899
Recurring | Interest rate swap agreements and other contracts
Liabilities:
Derivative liability	1,797	1,852
Recurring | U.S. GSE and agency notes
Assets:
Investment securities available-for-sale, estimated fair value	3,990	4,659
Recurring | Ginnie Mae guaranteed mortgage certificates
Assets:
Investment securities available-for-sale, estimated fair value	3,548	3,868
Recurring | GSE collateralized mortgage obligations (CMOs)
Assets:
Investment securities available-for-sale, estimated fair value	18,654	22,681
Recurring | GSE mortgage-backed securities
Assets:
Investment securities available-for-sale, estimated fair value	340,647	376,534
Recurring | General obligation municipal bonds
Assets:
Investment securities available-for-sale, estimated fair value	1,876	2,402
Recurring | Corporate securities
Assets:
Investment securities available-for-sale, estimated fair value	19,956	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	38,085	21,742
Recurring | Mutual funds
Assets:
Investment securities available-for-sale, estimated fair value	35	201
Recurring | Mortgage Servicing Rights
Assets:
Servicing rights	1,540	1,523
Recurring | SBA Servicing Rights
Assets:
Servicing rights	807	646
Recurring | Level 1
Assets:
Total Assets	38,503	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	38,085	21,742
Recurring | Level 1 | Mutual funds
Assets:
Investment securities available-for-sale, estimated fair value	35	201
Recurring | Level 2
Assets:
Total Assets	390,476	431,500
Liabilities:
Total Liabilities	1,797	1,852
Recurring | Level 2 | Interest rate swaps
Assets:
Derivative asset	1,805	1,899
Recurring | Level 2 | Interest rate swap agreements and other contracts
Liabilities:
Derivative liability	1,797	1,852
Recurring | Level 2 | U.S. GSE and agency notes
Assets:
Investment securities available-for-sale, estimated fair value	3,990	4,659
Recurring | Level 2 | Ginnie Mae guaranteed mortgage certificates
Assets:
Investment securities available-for-sale, estimated fair value	3,548	3,868
Recurring | Level 2 | GSE collateralized mortgage obligations (CMOs)
Assets:
Investment securities available-for-sale, estimated fair value	18,654	22,681
Recurring | Level 2 | GSE mortgage-backed securities
Assets:
Investment securities available-for-sale, estimated fair value	340,647	376,534
Recurring | Level 2 | General obligation municipal bonds
Assets:
Investment securities available-for-sale, estimated fair value	1,876	2,402
Recurring | Level 2 | Corporate securities
Assets:
Investment securities available-for-sale, estimated fair value	19,956	19,457
Recurring | Level 3
Assets:
Total Assets	2,347	2,169
Recurring | Level 3 | Mortgage Servicing Rights
Assets:
Servicing rights	1,540	1,523
Recurring | Level 3 | SBA Servicing Rights
Assets:
Servicing rights	$ 807	$ 646

FAIR VALUE OF FINANCIAL INSTR96

FAIR VALUE OF FINANCIAL INSTRUMENTS - Summary of Fair Value on a Recurring Basis Using Unobservable Units (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2017	Jun. 30, 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	83	76
Payments	(114)	(103)
Increase (decrease) in fair value due to changes in valuation inputs or assumptions	48	(183)
Balance at the end of the period	1,540	1,139
SBA Servicing Rights
Summary of fair value on a recurring basis using unobservable units
Balance at the beginning of the period	646
Additions	238	814
Payments	(69)
Increase (decrease) in fair value due to changes in valuation inputs or assumptions	(8)
Balance at the end of the period	$ 807	$ 814

FAIR VALUE OF FINANCIAL INSTR97

FAIR VALUE OF FINANCIAL INSTRUMENTS - Assets and Liabilities Measured on Nonrecurring Basis (Details) - Nonrecurring - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Assets and Liabilities Measured on Nonrecurring Basis
Impaired loans	$ 12,346	$ 3,033
Other real estate owned	166	366
Gains/(Losses) - Impaired loans	(3)	(49)
Level 3
Assets and Liabilities Measured on Nonrecurring Basis
Impaired loans	12,346	3,033
Other real estate owned	$ 166	$ 366

FAIR VALUE OF FINANCIAL INSTR98

FAIR VALUE OF FINANCIAL INSTRUMENTS - Fair Value of Financial Instruments (Details) - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended
	Jun. 30, 2017	Dec. 31, 2016	Jun. 30, 2016
Assets:
Securities available for sale	$ 427,174	$ 451,544
Securities held to maturity	539,005	597,785
Servicing rights	2,347	2,169
Accrued interest receivable	16,897	16,635
Liabilities:
Accrued interest payable	$ 2,863	2,763
Fair value of Financial instruments - other disclosures
Redemption price of FHLB (in dollars per share)	$ 100
SBA Servicing Rights
Assets:
Servicing rights	$ 807	646	$ 814
Carrying Amount
Assets:
Securities available for sale	427,174	451,544
Carrying Amount | Level 1
Assets:
Cash and cash equivalents	383,384	287,046
Carrying Amount | Level 1 | Checking, Money Market, and Savings
Liabilities:
Deposits	3,327,437	3,283,674
Carrying Amount | Level 2
Assets:
Securities held to maturity	540,057	602,529
Loans held for sale	565	1,975
Interest rate swaps	1,805	1,899
Liabilities:
Borrowed funds	540,432	490,423
Accrued interest payable	2,863	2,763
Carrying Amount | Level 2 | Interest rate swap agreements and other contracts
Liabilities:
Derivative liability	1,797	1,852
Carrying Amount | Level 2 | Certificates of deposit
Liabilities:
Deposits	857,599	874,514
Carrying Amount | Level 3
Assets:
FHLB stock	23,210	21,231
Loans and leases, net	4,050,817	3,965,332
Accrued interest receivable	16,897	16,635
Carrying Amount | Level 3 | Mortgage Servicing Rights
Assets:
Servicing rights	1,540	1,523
Carrying Amount | Level 3 | SBA Servicing Rights
Assets:
Servicing rights	807	646
Estimated Fair Value
Assets:
Securities available for sale	427,174	451,544
Estimated Fair Value | Level 1
Assets:
Cash and cash equivalents	383,384	287,046
Estimated Fair Value | Level 1 | Checking, Money Market, and Savings
Liabilities:
Deposits	3,327,437	3,283,674
Estimated Fair Value | Level 2
Assets:
Securities held to maturity	539,005	597,785
Loans held for sale	588	2,009
Interest rate swaps	1,805	1,899
Liabilities:
Borrowed funds	528,830	476,953
Accrued interest payable	2,863	2,763
Estimated Fair Value | Level 2 | Interest rate swap agreements and other contracts
Liabilities:
Derivative liability	1,797	1,852
Estimated Fair Value | Level 2 | Certificates of deposit
Liabilities:
Deposits	853,379	871,275
Estimated Fair Value | Level 3
Assets:
FHLB stock	23,210	21,231
Loans and leases, net	4,070,524	3,969,172
Accrued interest receivable	16,897	16,635
Estimated Fair Value | Level 3 | Mortgage Servicing Rights
Assets:
Servicing rights	1,540	1,523
Estimated Fair Value | Level 3 | SBA Servicing Rights
Assets:
Servicing rights	$ 807	$ 646

SERVICING RIGHTS - Analysis of

SERVICING RIGHTS - Analysis of Residential Mortgage Activity (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Residential MSR's
Balance at the beginning of the period			$ 2,169
Increases (decreases) in fair value due to:
Balance at the end of the period	$ 2,347		2,347
Residential Mortgage Servicing Rights
SERVICING RIGHTS
Balance of loans serviced	135,100	$ 141,500	135,100	$ 141,500
Servicing fee income	85	89	172	176
Residential MSR's
Balance at the beginning of the period			1,523	1,349
Additions			83	76
Increases (decreases) in fair value due to:
Changes in valuation input or assumptions			48	(183)
Paydowns			(114)	(103)
Balance at the end of the period	$ 1,540	$ 1,139	$ 1,540	$ 1,139

SERVICING RIGHTS - Sensitivity

SERVICING RIGHTS - Sensitivity of the Current Fair Value of Residential Mortgage (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016	Dec. 31, 2015
SERVICING RIGHTS
Fair value of servicing rights	$ 2,347		$ 2,169
Residential Mortgage Servicing Rights
SERVICING RIGHTS
Fair value of servicing rights	$ 1,540	$ 1,139	$ 1,523	$ 1,349
Weighted average life (years)	8 years	5 years 1 month 6 days
Prepayment speed assumption (as a percent)	8.04%	14.96%
Effect on fair value of a 20% increase	$ (112)	$ (111)
Effect on fair value of a 10% increase	(58)	(58)
Effect on fair value of a 10% decrease	63	65
Effect on fair value of a 20% decrease	$ 132	$ 139
Discount rate assumption (as a percent)	9.63%	9.13%
Effect on fair value of a 20% increase	$ (133)	$ (70)
Effect on fair value of a 10% increase	(70)	(36)
Effect on fair value of a 10% decrease	76	38
Effect on fair value of a 20% decrease	$ 160	$ 79
Escrow earnings credit assumption (as a percent)	1.90%	1.22%
Effect on fair value of a 20% increase	$ 46	$ 21
Effect on fair value of a 10% increase	23	11
Effect on fair value of a 10% decrease	(23)	(11)
Effect on fair value of a 20% decrease	$ (46)	$ (21)

SERVICING RIGHTS - Analysis 101

SERVICING RIGHTS - Analysis of SBA Activity (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Servicing Rights
Balance at the beginning of the period			$ 2,169
Decreases in fair value due to:
Balance at the end of the period	$ 2,347		2,347
SBA Servicing Rights
SERVICING RIGHTS
Balance of loans serviced	49,000	$ 46,300	49,000	$ 46,300
Servicing fee income	113	90	233	90
Servicing Rights
Balance at the beginning of the period			646
Additions			238	814
Decreases in fair value due to:
Changes in valuation input or assumptions			(8)
Paydowns			(69)
Balance at the end of the period	$ 807	$ 814	$ 807	$ 814

SERVICING RIGHTS - Sensitivi102

SERVICING RIGHTS - Sensitivity of the Current Fair Value of SBA Loans (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
SERVICING RIGHTS
Fair value of servicing rights	$ 2,347		$ 2,169
SBA Servicing Rights
SERVICING RIGHTS
Servicing expenses per loan	1	$ 1
Fair value of servicing rights	$ 807	$ 814	$ 646
Weighted average life (years)	5 years 7 months 6 days	5 years 6 months
Prepayment speed assumption (as a percent)	8.91%	8.83%
Effect on fair value of a 20% increase	$ (47)	$ (46)
Effect on fair value of a 10% increase	(24)	(24)
Effect on fair value of a 10% decrease	26	25
Effect on fair value of a 20% decrease	$ 53	$ 52
Discount rate assumption (as a percent)	13.13%	12.62%
Effect on fair value of a 20% increase	$ (65)	$ (63)
Effect on fair value of a 10% increase	(34)	(33)
Effect on fair value of a 10% decrease	37	36
Effect on fair value of a 20% decrease	$ 78	$ 75

DERIVATIVE FINANCIAL INSTRUM103

DERIVATIVE FINANCIAL INSTRUMENTS - Fair Value of Derivative Financial Instruments (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017USD ($)instrument	Jun. 30, 2016USD ($)	Jun. 30, 2017USD ($)instrument	Jun. 30, 2016USD ($)	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	$ 72,416		$ 72,416		$ 71,844
Fair value of asset derivatives	1,805		1,805		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	82,364		82,364		81,906
Fair value of liability derivatives	1,797		1,797		1,852
Interest rate swaps
Derivative disclosures
Interest rate derivative net gain (loss)	(33)	$ (6)	(41)	$ (17)
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	72,416		72,416		71,844
Fair value of asset derivatives	1,805		1,805		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	72,416		72,416		71,844
Fair value of liability derivatives	$ 1,790		$ 1,790		1,843
Interest rate swaps | Not designated as hedging instruments
Derivative disclosures
Number of interest rate derivatives held | instrument	28		28
Notional amount of derivative	$ 144,800		$ 144,800
Risk participation agreements
Derivative disclosures
Notional amount of derivative	9,900		9,900
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		7
Risk participation agreements | Services charges and other non-interest income
Derivative disclosures
Interest rate derivative net gain (loss)		$ 5	2	$ 28
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	9,948		9,948		10,062
Fair value of liability derivatives	7		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	$ 1,858		$ 1,858
Conestoga Bank | Interest rate swaps | Not designated as hedging instruments
Derivative disclosures
Number of interest rate derivatives held | instrument	20		20
Notional amount of derivative	$ 71,300		$ 71,300

DERIVATIVE FINANCIAL INSTRUM104

DERIVATIVE FINANCIAL INSTRUMENTS - Offsetting Interest Rate Swap Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Interest rate swaps and risk participation agreements
Derivatives
Gross Amounts of Recognized Assets	$ 1,858
Net Amounts of Assets presented in the Statement of Financial Condition	1,858
Gross Amounts Not Offset in the Statement of Financial Condition
Collateral Received	138
Net Amount	$ 1,720
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 INSTRUM105

DERIVATIVE FINANCIAL INSTRUMENTS - Offsetting Interest Rate Swap Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Interest rate swaps and risk participation agreements
Derivatives
Gross Amounts of Recognized Liabilities	$ 1,849
Net Amounts of Liabilities presented in the Statement of Financial Condition	1,849
Gross Amounts Not Offset in the Statement of Financial Condition
Collateral Posted	988
Net Amount	$ 861
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 INSTRUM106

DERIVATIVE FINANCIAL INSTRUMENTS - Other information (Details) $ in Thousands	Jun. 30, 2017USD ($)
Interest rate swaps and risk participation agreements | Other liabilities
Derivative disclosures
Termination value of the interest rate swaps	$ 1,800
Interest rate swaps
Derivative disclosures
Posted collateral	988
Counterparty posted collateral	$ 138

MERGER AND RESTRUCTURING CHA107

MERGER AND RESTRUCTURING CHARGES (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2017USD ($)
Restructuring and Related Cost
Restructuring cost accrued, beginning balance	$ 2,003
Paid during the period	(1,279)
Restructuring cost accrued, ending balance	724
Severance
Restructuring and Related Cost
Restructuring cost accrued, beginning balance	545
Paid during the period	(283)
Restructuring cost accrued, ending balance	262
Contract termination, merger and other costs
Restructuring and Related Cost
Restructuring cost accrued, beginning balance	1,458
Paid during the period	(996)
Restructuring cost accrued, ending balance	$ 462

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - $ / shares	Jul. 21, 2017	Jun. 30, 2017
SUBSEQUENT EVENTS
Dividend announced (in dollars per share)		$ 0.12
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS
Dividend announced (in dollars per share)	$ 0.06