Beneficial Bancorp 10-K 28 Feb 18 2017 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($) $ in Billions	12 Months Ended
	Dec. 31, 2017	Feb. 28, 2018	Jun. 30, 2017
Document and Entity Information
Entity Registrant Name	Beneficial Bancorp Inc.
Entity Central Index Key	1,615,418
Document Type	10-K
Document Period End Date	Dec. 31, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float			$ 1.1
Entity Common Stock, Shares Outstanding		75,493,162
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	FY

CONSOLIDATED STATEMENTS OF FINA

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
CASH AND CASH EQUIVALENTS:
Cash and due from banks	$ 45,048	$ 45,791
Overnight Investments	512,567	241,255
Total cash and cash equivalents	557,615	287,046
INVESTMENT SECURITIES:
Available-for-sale, at fair value (amortized cost of $309,333 and $449,655 at December 31, 2017 and 2016, respectively)	310,308	451,544
Held-to-maturity (estimated fair value of $533,425 and $597,785 at December 31, 2017 and 2016, respectively)	537,302	602,529
Federal Home Loan Bank stock, at cost	23,210	21,231
Total investment securities	870,820	1,075,304
LOANS AND LEASES:	4,034,130	4,010,568
Allowance for loan and lease losses	(43,267)	(43,261)
Net loans and leases	3,990,863	3,967,307
ACCRUED INTEREST RECEIVABLE	17,512	16,635
BANK PREMISES AND EQUIPMENT, Net	70,573	75,444
OTHER ASSETS:
Goodwill	169,002	169,125
Bank owned life insurance	80,172	80,664
Other intangibles	2,884	4,446
Other assets	39,387	62,622
Total other assets	291,445	316,857
TOTAL ASSETS	5,798,828	5,738,593
Deposits:
Non-interest bearing deposits	563,185	518,294
Interest-bearing deposits	3,587,308	3,639,894
Total deposits	4,150,493	4,158,188
Borrowed funds	540,439	490,423
Other liabilities	73,006	76,226
Total liabilities	4,763,938	4,724,837
COMMITMENTS AND CONTINGENCIES (Note 21)
STOCKHOLDERS' EQUITY:
Preferred Stock - $.01 par value; 100,000,000 shares authorized, None issued or outstanding as of December 31, 2017 and December 31, 2016
Common Stock - $.01 par value 500,000,000 shares authorized, 84,503,580 and 83,383,917 issued and 75,829,537 and 75,637,684 outstanding, as of December 31, 2017 and 2016, respectively	845	834
Additional paid-in capital	799,658	772,925
Unearned common stock held by employee savings and stock ownership plan	(27,078)	(29,546)
Retained earnings (partially restricted)	405,497	399,620
Accumulated other comprehensive loss	(26,127)	(25,833)
Treasury Stock at cost, 8,674,043 shares and 7,746,233 shares at December 31, 2017 and 2016, respectively	(118,497)	(104,244)
Total Beneficial Bancorp Inc. stockholders' equity	1,034,298	1,013,756
Noncontrolling Interest	592
Total Equity	1,034,890	1,013,756
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 5,798,828	$ 5,738,593

CONSOLIDATED STATEMENTS OF FIN3

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
Available-for-sale, amortized cost (in dollars)	$ 309,333	$ 449,655
Held-to-maturity, estimated fair value (in dollars)	$ 533,425	$ 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	84,503,580	83,383,917
Common Stock, shares outstanding	75,829,537	75,637,684
Treasury Stock, shares	8,674,043	7,746,233

CONSOLIDATED STATEMENTS OF INCO

CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
INTEREST INCOME:
Interest and fees on loans and leases	$ 172,404	$ 147,690	$ 111,879
Interest on overnight investments	4,330	935	758
Interest and dividends on investment securities:
Taxable	21,058	24,002	29,151
Tax-exempt	76	1,166	1,551
Total interest income	197,868	173,793	143,339
Interest on deposits:
Interest bearing checking accounts	2,442	2,218	1,615
Money market and savings deposits	5,981	5,751	5,280
Time deposits	9,698	7,722	7,156
Total	18,121	15,691	14,051
Interest on borrowed funds	9,879	7,185	5,066
Total interest expense	28,000	22,876	19,117
Net interest income	169,868	150,917	124,222
Provision for loan and lease losses	3,118	485	(3,600)
Net interest income after provision for loan losses	166,750	150,432	127,822
NON-INTEREST INCOME:
Insurance and advisory commission and fee income	7,124	6,719	6,796
Service charges and other income	19,543	18,421	16,780
Mortgage banking and SBA income	2,105	854	727
Net (loss) gain on sale of investment securities	(7)	1,811	(19)
Total non-interest income	28,765	27,805	24,284
NON-INTEREST EXPENSE:
Salaries and employee benefits	75,225	68,515	62,970
Occupancy expense	10,336	9,786	9,201
Depreciation, amortization and maintenance	9,507	9,942	9,026
Marketing expense	4,684	4,404	3,806
Intangible amortization expense	1,563	2,190	1,883
FDIC insurance	1,744	2,055	2,142
Merger and restructuring charges		8,765	753
Professional fees	4,606	5,342	4,449
Classified loan & other real estate owned related expense	1,136	1,103	1,192
Other	29,996	27,022	23,066
Total non-interest expense	138,797	139,124	118,488
Income before income taxes	56,718	39,113	33,618
Income tax expense	32,794	13,644	10,725
CONSOLIDATED NET INCOME	23,924	25,469	22,893
Less: Net income attributable to noncontrolling interest	(8)
NET INCOME ATTRIBUTABLE TO BENEFICIAL BANCORP INC.	$ 23,932	$ 25,469	$ 22,893
NET EARNINGS PER SHARE - Basic (in dollars per share)	$ 0.33	$ 0.34	$ 0.29
NET EARNINGS PER SHARE - Diluted (in dollars per share)	0.32	0.34	$ 0.29
DIVIDENDS DECLARED PER SHARE	$ 0.24	$ 0.12
Average common shares outstanding - Basic (in shares)	70,574,037	71,902,158	78,513,929
Average common shares outstanding - Diluted (in shares)	71,301,286	72,632,437	79,276,984

CONSOLIDATED STATEMENTS OF COMP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Consolidated Net Income	$ 23,924	$ 25,469	$ 22,893
Net loss attributable to noncontrolling interest	(8)
Net Income attributable to Beneficial Bancorp, Inc.	23,932	25,469	22,893
Securities available for sale and transferred securities:
Unrealized holding losses on available for sale securities arising during the period (net of deferred tax of $336, $1,048, and $1,564 for the years ended December 31, 2017, 2016, and 2015, respectively)	(585)	(1,804)	(2,705)
Accretion of unrealized losses on available-for-sale securities transferred to held-to-maturity (net of deferred tax of $291, $303, and $303 for the years ended December 31, 2017, 2016, and 2015, respectively)	501	506	524
Reclassification adjustment for net losses on available for sale securities included in net income (net of tax of $2, $5, and $7 for the years ended December 31, 2017, 2016, and 2015, respectively)	5	9	12
Cash flow hedge:
Unrealized gain on cash flow hedge arising during the period (net of deferred tax of $335 for the year ended December 31, 2017)	587
Defined benefit pension plans:
Pension (losses) gains, other postretirement and postemployment benefit plan adjustments (net of tax of $436, $201, and $936 for the years ended December 31, 2017, 2016, and 2015, respectively)	(802)	(1,170)	1,458
Total other comprehensive loss	(294)	(2,459)	(711)
Comprehensive income	$ 23,638	$ 23,010	$ 22,182

CONSOLIDATED STATEMENTS OF COM6

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Unrealized holding losses on available for sale securities arising during the period, deferred tax	$ 336	$ 1,048	$ 1,564
Accretion of unrealized losses on available-for-sale securities transferred to held-to-maturity, deferred tax	291	303	303
Reclassification adjustment for net losses on available for sale securities included in net income, tax	2	5	7
Unrealized gain on cash flow hedge arising during the period, deferred tax	335
Pension (losses) gains, other postretirement and postemployment benefit plan adjustments, deferred tax	$ 436	$ 201	$ 936

CONSOLIDATED STATEMENTS OF CHAN

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Second-step conversion and stock offeringCommon Stock	Second-step conversion and stock offeringAdditional Paid in Capital	Second-step conversion and stock offeringCommon Stock held by KSOP	Second-step conversion and stock offeringTreasury Stock	Second-step conversion and stock offering	Total Beneficial Bancorp Inc. Stockholders' Equity	Common Stock	Additional Paid in Capital	Common Stock held by KSOP	Retained Earnings	Treasury Stock	Accumulated Other Comprehensive Income (Loss)	Noncontrolling Interest	Total
BALANCE, beginning at Dec. 31, 2014							$ 826	$ 362,685	$ (14,306)	$ 360,058	$ (75,706)	$ (22,663)		$ 610,894
BALANCE, beginning (in shares) at Dec. 31, 2014							90,809,621
Increase (Decrease) in Stockholders' Equity
Net Income										22,893				22,893
Net Income														22,893
KSOP shares committed to be released (includes net tax liability of $186 for 2015)								626	2,445					3,071
Stock option expense (includes tax benefit of $191 and $119 for 2016 and 2015, respectively)								1,602						1,602
Restricted stock expense (includes tax benefit of $170 and $8 for 2016 and 2015, respectively)								1,442						1,442
Stock options exercised							$ 2	2,304						2,306
Stock options exercised (in shares)							236,518
Purchase of treasury stock including shares withheld to cover tax liabilities											(349)			(349)
Net unrealized losses on AFS securities arising during the year (net of deferred tax of $336, $1,048, $1,564 for 2017, 2016 and 2015 respectively)												(2,705)		(2,705)
Accretion of unrealized losses on AFS securities transferred to HTM during the year (net of deferred tax of $291, $303, and $303 for 2017, 2016, and 2015, respectively)												524		524
Reclassification adjustment for net gains (lossess) on AFS securities included in net income (net of tax of $2, $5, and $7 for the years ended December 31, 2017, 2016, and 2015, respectively)												12		12
Pension, other postretirement and postemployment benefit plan adjustments (net of tax of $436, $201 and $936 for 2017, 2016, and 2015, respectively)												1,458		1,458
Beneficial Mutual Saving Bank MHC shares sold in public offering, including 2,015,352 shares purchased by the ESOP, net of offering costs	$ 1	$ 494,550	$ (20,153)		$ 474,398
Beneficial Mutual Saving Bank MHC shares sold in public offering, including 2,015,352 shares purchased by the ESOP, net of offering costs (in shares)	50,383,817
Retirement of MHC shares (in shares)	(50,367,473)
Fractional shares resulting from conversion of existing shares at 1.0999 exchange ratio (in shares)	(2,063)
Treasury stock retired		$ (75,706)		$ 75,706
Treasury stock retired (in shares)	(8,111,229)
BALANCE, ending at Dec. 31, 2015							$ 829	787,503	(32,014)	382,951	(349)	(23,374)		1,115,546
BALANCE, ending (in shares) at Dec. 31, 2015							82,949,191
Increase (Decrease) in Stockholders' Equity
Net Income										25,469				25,469
Net Income														25,469
Dividends declared ($0.24 and $0.12 per share for 2017 and 2016, respectively)										(8,800)				(8,800)
KSOP shares committed to be released (includes net tax liability of $186 for 2015)								1,303	2,468					3,771
Stock option expense (includes tax benefit of $191 and $119 for 2016 and 2015, respectively)								1,555						1,555
Restricted stock expense (includes tax benefit of $170 and $8 for 2016 and 2015, respectively)								7,694						7,694
Stock options exercised							$ 5	4,147						4,152
Stock options exercised (in shares)							434,726
Purchase of treasury stock including shares withheld to cover tax liabilities											(133,172)			(133,172)
Omnibus Equity Plan shares granted from treasury stock, net								(29,277)			29,277
Net unrealized losses on AFS securities arising during the year (net of deferred tax of $336, $1,048, $1,564 for 2017, 2016 and 2015 respectively)												(1,804)		(1,804)
Accretion of unrealized losses on AFS securities transferred to HTM during the year (net of deferred tax of $291, $303, and $303 for 2017, 2016, and 2015, respectively)												506		506
Reclassification adjustment for net gains (lossess) on AFS securities included in net income (net of tax of $2, $5, and $7 for the years ended December 31, 2017, 2016, and 2015, respectively)												9		9
Pension, other postretirement and postemployment benefit plan adjustments (net of tax of $436, $201 and $936 for 2017, 2016, and 2015, respectively)												(1,170)		(1,170)
BALANCE, ending at Dec. 31, 2016						$ 1,013,756	$ 834	772,925	(29,546)	399,620	(104,244)	(25,833)		1,013,756
BALANCE, ending (in shares) at Dec. 31, 2016							83,383,917
Increase (Decrease) in Stockholders' Equity
Net Income						23,932				23,932			$ (8)	23,932
Net Income														23,924
Dividends declared ($0.24 and $0.12 per share for 2017 and 2016, respectively)						(17,555)				(17,555)				(17,555)
KSOP shares committed to be released (includes net tax liability of $186 for 2015)						4,246		1,778	2,468					4,246
Stock option expense (includes tax benefit of $191 and $119 for 2016 and 2015, respectively)						965		965						965
Restricted stock expense (includes tax benefit of $170 and $8 for 2016 and 2015, respectively)						14,196		14,196						14,196
Effect of change in accounting principle adoption of ASU 2016-09 stock based compensation | ASU 2016-09						(500)				(500)				(500)
Stock options exercised						10,679	$ 11	10,668						10,679
Stock options exercised (in shares)							1,119,663
Purchase of treasury stock including shares withheld to cover tax liabilities						(15,127)					(15,127)			(15,127)
Omnibus Equity Plan shares granted from treasury stock, net								(874)			874
Contribution from noncontrolling shareholders													600	600
Net unrealized losses on AFS securities arising during the year (net of deferred tax of $336, $1,048, $1,564 for 2017, 2016 and 2015 respectively)						(585)						(585)		(585)
Accretion of unrealized losses on AFS securities transferred to HTM during the year (net of deferred tax of $291, $303, and $303 for 2017, 2016, and 2015, respectively)						501						501		501
Reclassification adjustment for net gains (lossess) on AFS securities included in net income (net of tax of $2, $5, and $7 for the years ended December 31, 2017, 2016, and 2015, respectively)						5						5		5
Unrealized gain on cash flow hedge arising during the period (net of deferred tax of $335)						587						587		587
Pension, other postretirement and postemployment benefit plan adjustments (net of tax of $436, $201 and $936 for 2017, 2016, and 2015, respectively)						(802)						(802)		(802)
BALANCE, ending at Dec. 31, 2017						$ 1,034,298	$ 845	$ 799,658	$ (27,078)	$ 405,497	$ (118,497)	$ (26,127)	$ 592	$ 1,034,890
BALANCE, ending (in shares) at Dec. 31, 2017							84,503,580

CONSOLIDATED STATEMENTS OF CHA8

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) $ in Thousands	12 Months Ended
	Dec. 31, 2017USD ($)$ / shares	Dec. 31, 2016USD ($)$ / shares	Dec. 31, 2015USD ($)shares
Dividend declared (in dollars per share) | $ / shares	$ 0.24	$ 0.12
KSOP shares committed to be released, tax liability			$ 186
Stock option expense, tax benefit		$ 191	119
Restricted stock expense, tax benefit	$ 1,564	(170)	8
Net unrealized gain on AFS securities arising during the period, deferred tax	336	1,048	1,564
Accretion of unrealized losses on AFS securities transferred to HTM during the period, deferred tax	291	303	303
Reclassification adjustment for net losses (gains) on available for sale securities included in net income, tax	2	5	7
Unrealized gain on cash flow hedge arising during the period, deferred tax	335
Pension, other postretirement and postemployment benefit plan adjustments, tax	$ 436	$ 201	$ 936
Second-step conversion and stock offering
Exchange ratio	1.0999		1.0999
Second-step conversion and stock offering | Bank's employee savings and stock ownership plan
Beneficial Mutual Saving Bank MHC shares sold in public offering, including 2,015,352 shares purchased by the ESOP, net of offering costs (in shares) | shares			2,015,352

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
OPERATING ACTIVITIES:
Consolidated net income	$ 23,924	$ 25,469	$ 22,893
Net loss attributable to noncontrolling interest	(8)
Net income attributable to Beneficial Bancorp, Inc.	23,932	25,469	22,893
Adjustment to reconcile net income to net cash provided by operating activities:
Provision for loan and lease losses	3,118	485	(3,600)
Depreciation and amortization	6,132	6,482	6,079
Intangible amortization and impairment	1,563	2,190	1,883
Net loss (gain) on sale of investments	7	(1,811)	19
Accretion of discount on investments	(197)	(369)	(463)
Amortization of premium on investments	3,891	5,633	5,979
Gain on sale of residential loans held for sale	(1,917)	(305)	(360)
Accretion of acquired loan and lease marks	4,353	1,112	735
Deferred income taxes	20,996	6,064	6,184
Net loss from disposition of premises and equipment	417	987	314
Proceeds from the sale of fixed assets held for sale	524	535	(146)
Other real estate impairment	146	16	4
Net gain on sale of other real estate	(24)	(180)	(232)
Amortization of KSOP	4,246	3,771	3,257
Decrease (increase) in bank owned life insurance	492	(1,507)	(1,478)
Stock based compensation expense	14,661	8,888	2,917
Origination of loans held for sale	(15,823)	(21,507)	(18,412)
Proceeds from sale of loans	37,230	19,836	19,050
Changes in assets and liabilities:
Accrued interest receivable	(877)	(1,216)	(915)
Accrued interest payable	276	1,034	(15)
Income taxes (receivable) payable	(839)	(808)	2,256
Other liabilities	(3,761)	5,395	(400)
Other assets	841	4,072	(3,901)
Net cash provided by operating activities	99,387	64,266	41,648
INVESTING ACTIVITIES:
Loans and leases originated or acquired	(1,195,889)	(1,418,712)	(1,199,318)
Principal repayment on loans and leases	1,145,137	865,716	676,610
Purchases of investment securities available for sale	(4,000)	(7,500)	(11,985)
Proceeds from sales of investment securities available for sale		61,248
Proceeds from maturities, calls or repayments of investment securities available for sale	137,690	206,637	125,758
Purchases of investment securities held to maturity	(40,031)	(23,808)	(70,247)
Proceeds from maturities, calls or repayments of investment securities held to maturity	103,785	115,329	99,596
Net sales (purchases) of money market and mutual funds	5,447	(565)	(17,962)
(Purchase) redemption of Federal Home Loan Bank stock	(1,979)	(12,138)	44
Proceeds from the sale of other securities		2,584
Acquisition of Conestoga, net of cash acquired		(79,610)
Acquisition of Pye Karr Ambler & Co., Inc., net of cash acquired			(135)
Proceeds from sale other real estate owned	959	2,116	1,008
Purchases of premises and equipment	(1,678)	(3,328)	(4,548)
Proceeds from sale of premises and equipment		21	2,870
Cash provided by other investing activities	832	432	162
Net cash provided by (used in) investing activities	150,273	(291,578)	(398,147)
FINANCING ACTIVITIES:
Increase in borrowed funds	135,000	495,993	11,000
Repayment of borrowed funds	(84,984)	(195,975)	(10,983)
Net increase in checking, savings and demand accounts	10,119	114,505	107,787
Net (decrease) increase in time deposits	(17,814)	3,374	(53,484)
Cash dividend paid to stockholders	(17,555)	(8,800)
Contribution from non-controlling shareholders, net	592
Proceeds from exercise of stock options	13,198	4,683	2,442
Excess tax benefit related to stock based compensation awards		361	127
Cash paid to tax authorities related to stock based compensation awards	(7,297)	(1,051)	(485)
Purchase of treasury stock	(10,350)	(132,652)
Net cash used in financing activities	20,909	280,438	56,404
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	270,569	53,126	(300,095)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	287,046	233,920	534,015
CASH AND CASH EQUIVALENTS, END OF YEAR	557,615	287,046	233,920
SUPPLEMENTAL DISCLOSURES OF CASH FLOW AND NON-CASH INFORMATION:
Cash payments for interest	27,724	21,842	19,132
Cash payments for income taxes	12,637	7,771	2,304
Transfers of loans to other real estate owned	$ 189	363	441
Transfers of bank branches to fixed assets held for sale			744
Contribution to pension plan		351	351
Acquisition of noncash assets and liabilities
Assets acquired		649,880
Liabilities acquired		$ 589,255
Issuance of common stock funded by stock subscriptions received prior to January 1, 2015, net of offering costs			$ 474,398

NATURE OF OPERATIONS

NATURE OF OPERATIONS	12 Months Ended
	Dec. 31, 2017
NATURE OF OPERATIONS
NATURE OF OPERATIONS	1. NATURE OF OPERATIONS The Company is a Maryland corporation and owns 100% of the outstanding common stock of the Bank, a Pennsylvania chartered savings bank. The Bank offers a variety of consumer and commercial banking services to individuals, businesses, and nonprofit organizations through 61 offices throughout the Philadelphia and Southern New Jersey area. The Bank is supervised and regulated by the Department and the FDIC. The Company is regulated by the Federal Reserve Board. The deposits of the Bank are insured up to the applicable legal limits by the Deposit Insurance Fund of the FDIC. The Company that was incorporated in August 2014 to be the successor to Beneficial Mutual Bancorp upon completion of the second-step conversion of the Bank from the two-tier mutual holding company structure to the stock holding company structure. Beneficial Savings Bank MHC was the former mutual holding company for Beneficial Mutual Bancorp prior to completion of the second-step conversion. In conjunction with the second-step conversion, each of Beneficial Savings Bank MHC and Beneficial Mutual Bancorp ceased to exist. The second-step conversion was completed on January 12, 2015, at which time the Company sold, for gross proceeds of $503.8 million, a total of 50,383,817 shares of common stock at $10.00 per share, including 2,015,352 shares purchased by the Bank’s employee savings and stock ownership plan. As part of the second-step conversion, each of the existing 29,394,417 outstanding shares of Beneficial Mutual Bancorp common stock owned by persons other than Beneficial Savings Bank MHC was converted into 1.0999 of a share of Company common stock. As a result of the second-step conversion, all share information prior to January 12, 2015 has been subsequently revised to reflect the 1.0999 exchange ratio.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2017
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Basis of Presentation — The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Specifically, the financial statements include the accounts of the Bank, the Company’s wholly owned subsidiary, and the Bank’s wholly owned subsidiaries. The Bank’s wholly owned subsidiaries are: (i) Beneficial Advisors, LLC, which offers wealth management services and non-deposit investment products, (ii) Neumann Corporation, a Delaware corporation formed to manage certain investments, (iii) Beneficial Insurance Services, LLC, which provides insurance services to individual and business customers (iv) Beneficial Equipment Finance Corporation, a business equipment leasing company and (v) Neumann Finance Company, a majority owned subsidiary, formed to originate small business leases. Additionally, the Company has subsidiaries that hold other real estate acquired in foreclosure or transferred from the commercial real estate loan portfolio. All significant intercompany accounts and transactions have been eliminated. The various services and products support each other and are interrelated. Management makes significant operating decisions based upon the analysis of the entire Company and financial performance is evaluated on a company-wide basis. Accordingly, the various financial services and products offered are aggregated into one reportable operating segment: community banking as under guidance in the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC” or “codification”) Topic 280 for Segment Reporting. Use of Estimates in the Preparation of Financial Statements — These consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. The significant estimates include the allowance for loan losses, goodwill, other intangible assets, income taxes, postretirement benefits, and the fair value of investment securities. Actual results could differ from those estimates and assumptions. Investment Securities — The Company classifies and accounts for debt and equity securities as follows: Held-to-Maturity — Debt securities that management has the positive intent and ability to hold to maturity are classified as “held-to-maturity” and are recorded at amortized cost. Premiums are amortized and discounts are accreted using the interest method over the estimated remaining term of the underlying security. Available-for-Sale — Debt securities that will be held for indefinite periods of time, including equity securities with readily determinable fair values, that may be sold in response to changes to market interest or prepayment rates, needs for liquidity, and changes in the availability of and the yield of alternative investments, are classified as “available-for-sale” and recorded at fair value, with unrealized gains and losses excluded from earnings and reported net of tax in other comprehensive income. Realized gains and losses on the sale of investment securities are recorded as of trade date and reported in the consolidated statements of income and determined using the adjusted cost of the specific security sold. The Company determines whether any unrealized losses are temporary in accordance with guidance under FASB ASC Topic 320 for Investments — Debt and Equity Securities . The evaluation is based upon factors such as the creditworthiness of the issuers/guarantors, the underlying collateral, if applicable, and the continuing performance of the securities. Management also evaluates other facts and circumstances that may be indicative of an other-than-temporary impairment (“OTTI”) condition. This includes, but is not limited to, an evaluation of the type of security, length of time and extent to which the fair value has been less than cost, and near-term prospects of the issuer. In accordance with accounting guidance for equity securities, the Company evaluates its securities portfolio for other-than-temporary impairment throughout the year. Each investment that has an estimated fair value less than the book value is reviewed on a quarterly basis by management. Management considers at a minimum the following factors that, both individually or in combination, could indicate that the decline is other-than-temporary: (1) the length of time and the extent to which the fair value has been less than book value, (2) the financial condition and the near-term prospects of the issuer, and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. Among other factors that are considered in determining the Company’s intent and ability to maintain an investment is a review of the capital adequacy, interest rate risk profile and liquidity position of the Company. Declines in the fair value of held-to-maturity and available-for-sale securities below their cost that are deemed to be other-than-temporary are reflected in earnings as realized losses. Accounting guidance for debt securities requires the Company to assess whether the loss existed by considering whether (1) the Company has the intent to sell the security, (2) it is more likely than not that it will be required to sell the security before recovery, or (3) it does not expect to recover the entire amortized cost basis of the security. The guidance requires the Company to bifurcate the impact on securities where impairment in value was deemed to be other than temporary between the component representing credit loss and the component representing loss related to other factors. The portion of the fair value decline attributable to credit loss must be recognized through a charge to earnings. The difference between the fair market value and the credit loss is recognized in other comprehensive income. The Company invests in Federal Home Loan Bank of Pittsburgh (“FHLB”) stock as required to support borrowing activities, as detailed in Note 14 to these consolidated financial statements. Although FHLB stock is an equity interest in a FHLB, it does not have a readily determinable fair value because its ownership is restricted and it lacks a market. FHLB stock can be sold back only at its par value of $100 per share and only to the FHLBs or to another member institution. The Company evaluates this investment for impairment on the ultimate recoverability of the par value rather than by recognizing temporary declines in value. The Company reports its investment in FHLB stock at cost in the consolidated statements of financial condition. The Company reviews FHLB stock for impairment based on guidance from FASB ASC Topic 320 for Investments — Debt and Equity Securities and FASB ASC Topic 942 for Financial Services — Depository and Lending and has concluded that its investment is not impaired. Loans and Leases — The Company’s loan and lease portfolio consists of commercial loans and leases, residential loans and consumer loans. Commercial loans and leases include commercial real estate loans, commercial construction loans, commercial business loans, shared national credits and small business commercial leases. Residential loans include residential mortgage loans secured primarily by first liens on one-to four-family residential properties. Consumer loans consist primarily of home equity loans and lines of credit, personal loans, automobile loans and education loans. Loan balances are stated at their principal balances, net of unamortized fees and costs. Interest on loans is calculated based upon the principal amount outstanding. Loan fees and certain direct loan origination costs are deferred and recognized as a yield adjustment over the life of the loans using the interest method. Generally, loans are placed on non-accrual status when the loan becomes 90 days delinquent and any collateral or discounted cash flow deficiency is charged-off. Unsecured consumer loans are typically charged-off when they become 90 days past due. In all cases, loans are placed on non-accrual or charged-off at an earlier date if collection of principal or interest is considered doubtful. Government guaranteed student loans greater than 90 days continue to accrue interest as they are government guaranteed with little risk of credit loss. When a loan is determined to be impaired, it is placed on non-accrual status and all interest that had been accrued and not collected is reversed against interest income. Payments received on non-accrual loans are applied to principal balances until paid in full and then to interest income. The Bank’s policy for returning a loan to accruing status requires the preparation of a well documented credit evaluation which includes the following: · A review of the borrower’s current financial condition in which the borrower must demonstrate sufficient cash flow to support the repayment of all principal and interest including any amounts previously charged-off; · An updated appraisal or home valuation which must demonstrate sufficient collateral value to support the debt; · Sustained performance based on the restructured terms for at least six consecutive months; · Approval by the Special Assets Committee which consists of the Chief Credit Officer, the Chief Financial Officer and other members of senior management. Allowance for Loan and Lease Losses — The allowance for loan and lease losses is determined by management based upon portfolio segment, past experience, evaluation of estimated loss and impairment in the loan portfolio, current economic conditions and other pertinent factors. Management also considers risk characteristics by portfolio segments including, but not limited to, renewals and real estate valuations. The allowance for loan and lease losses is maintained at a level that management considers appropriate to provide for estimated losses and impairment based upon an evaluation of known and inherent risk in the loan portfolio. Loan impairment is evaluated based on the fair value of collateral or estimated net realizable value. While management uses the best information available to make such evaluations, future adjustments to the allowance may be necessary if economic conditions differ substantially from the assumptions used in making the evaluations. The allowance for loan and lease losses is established through a provision for loan losses charged to expense which is based upon past loan and loss experience and an evaluation of estimated losses in the current loan portfolio, including the evaluation of impaired loans. In addition, the FDIC and the Department, as an integral part of their examination process, periodically review our allowance for loan and lease losses and may require us to increase our provision for loan losses or recognize further loan charge-offs. Under the accounting guidance FASB ASC Topic 310 for Receivables , a loan is considered to be impaired when, based upon current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan. An insignificant delay or insignificant shortfall in amount of payments does not necessarily result in the loan being identified as impaired. When all or a portion of the loan is deemed uncollectible, the uncollectible portion is charged-off. The measurement is based either on the present value of expected future cash flows discounted at the loan’s effective interest rate, or the fair value of the collateral if the loan is collateral-dependent. Impairment losses are included in the provision for loan losses. Troubled Debt Restructurings — The Company considers a loan a TDR when the borrower is experiencing financial difficulty and the Company has granted a concession that it would not otherwise consider but for the borrower’s financial difficulties. A TDR includes a modification of debt terms or assets received in satisfaction of the debt (which may include foreclosure or deed in lieu of foreclosure) or a combination of types. The Company evaluates selective criteria to determine if a borrower is experiencing financial difficulty including the ability of the borrower to obtain funds from sources other than the Bank at market rates. The Company considers all TDR loans that are on non-accrual status to be impaired loans. The Company evaluates all TDR loans for impairment on an individual basis in accordance with ASC 310. We will not consider a loan a TDR if the loan modification was a result of a customer retention program. Loans Acquired With Deteriorated Credit Quality — The Company accounts for loans acquired with deteriorated credit quality in accordance with the provisions included in FASB ASC 310-30 Loans and Debt Securities Acquired with Deteriorated Credit Quality . For these loans, the Company determined that there is evidence of deterioration in credit quality since the origination of the loan and that it was probable, at the acquisition date, that the Company will be unable to collect all contractually required payments receivable. These loans are recorded at fair value, at the acquisition date, reflecting the present value of the amounts expected to be collected. Subsequently, the Company evaluates loans acquired with deteriorated credit quality individually for further impairment on a quarterly basis. Loans Acquired Without Deteriorated Credit Quality — The Company accounts for loans acquired without deteriorated credit quality in accordance with the provisions included in FASB ASC 310-20 Receivables. These loans are recorded at fair value, at the acquisition date, and are subsequently reviewed on a quarterly basis to evaluate whether the remaining fair value mark is sufficient to cover expected losses over the remaining life of the loan portfolios. Mortgage Banking Activities — The Company originates mortgage loans held for investment and for sale. At origination, mortgage loans are identified as either held for sale or held for investment. Mortgage loans held for sale are carried at the lower of cost or market, determined on a net aggregate basis. The Company originates residential mortgage loans for sale primarily to institutional investors, such as Fannie Mae. The Company retains the mortgage servicing rights (“MSRs”) for the loans sold to Fannie Mae. The Company elected the fair value measurement method to value its existing MSRs at fair value in accordance with ASC 860-50 . Under the fair value measurement method, the Company measures its MSRs at fair value at each reporting date and reports changes in the fair value of its MSRs in earnings in the period in which the changes occur. SBA Loan Servicing — The Company sells guaranteed portion of certain Small Business Administration (“SBA”) loans to third parties and retains servicing rights and receives servicing fees. All such transfers are accounted for as sales. While the Company may retain a portion of certain sold SBA loans, its continuing involvement in the portion of the loan that was sold is limited to certain servicing responsibilities. When the contractual servicing fees on loans sold with servicing retained are expected to be more than adequate compensation to a servicer for performing the servicing, a capitalized servicing asset is recognized. The Company accounts for the transfers and servicing of financial assets in accordance with ASC 860, Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities. Bank Premises and Equipment — Bank premises and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using a straight-line method over the estimated useful lives of 10 to 40 years for buildings and three to 20 years for furniture, fixtures and equipment. Leasehold improvements are amortized using the straight-line method over the terms of the respective leases or the useful lives of the respective assets, whichever is less. Real Estate Owned — Real estate owned includes properties acquired by foreclosure or deed in-lieu of foreclosure and premises no longer used in operations. These assets are initially recorded at the lower of carrying value of the loan or estimated fair value less selling costs at the time of foreclosure and at the lower of the new cost basis or fair value less selling costs thereafter. Losses arising from foreclosure transactions are charged against the allowance for loan losses. The amounts recoverable from real estate owned could differ materially from the amounts used in arriving at the net carrying value of the assets at the time of foreclosure because of future market factors beyond the control of the Company. Costs relating to the development and improvement of real estate owned properties are capitalized to the extent realizable and supported by the fair value of the property less selling costs and other costs relating to holding the property that are charged to expense. Real estate owned is periodically evaluated for impairment and reductions in carrying value are recognized in the Company’s consolidated statements of operations as “classified loan and other real estate owned related expense.” Income Taxes — Deferred income taxes are recognized for the tax consequences of “temporary differences” by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. A deferred tax liability is recognized for temporary differences that will result in taxable amounts in future years. A deferred tax asset is recognized for temporary differences that will result in deductible amounts in future years and for carryforwards. A valuation allowance is recognized if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax asset will not be realized. The Company accounts for uncertain tax positions in accordance with FASB ASC Topic 740 for Income Taxes . The guidance clarifies the accounting and reporting for income taxes where interpretation of the tax law may be uncertain. The FASB prescribes a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of income tax uncertainties with respect to positions taken or expected to be taken in income tax returns. The uncertain tax liability for uncertain tax positions was zero at December 31, 2017 and December 31, 2016. The passage of H.R. 1 on December 22, 2017 lowered the federal corporate tax rate to 21% from 35%. Under ASC 740, the effects of changes in tax rates and laws on deferred tax balances are recorded as a component of income tax expense related to continuing operations for the period in which the law was enacted, even if the assets and liabilities related to items of accumulated other comprehensive income. The Company re-measured its net deferred tax assets at the current 21% federal corporate tax rate and, as a result, the Company recorded a one-time charge of $13.1 million of income tax expense during the year ended December 31, 2017. In addition, the FASB recently added a narrow-scope project on the reclassification of certain tax effects stranded in accumulated OCI and instructed the FASB staff to draft an exposure draft that would require the amounts to be reclassified to retained earnings. As of December 31, 2017, the Company had $5.0 million of tax effects stranded in accumulated OCI as a result of the passage of H.R. 1. The Company intends to comply with the final FASB guidance and will reclassify the amount stranded in accumulated OCI to retained earnings in the period the new guidance become effective. Goodwill and Other Intangibles — Net assets of companies acquired in purchase transactions are recorded at fair value at the date of acquisition and, as such, the historical cost basis of individual assets and liabilities are adjusted to reflect their fair value. Finite lived intangibles are amortized on an accelerated or straight-line basis over the period benefited. In accordance with FASB ASC Topic 350 for Intangibles — Goodwill and Other , goodwill is not amortized but is reviewed for potential impairment on an annual basis, or if events or circumstances indicate a potential impairment, at the reporting unit level. The Company’s review for impairment includes an assessment of qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value, including goodwill. If it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value, including goodwill, the first step of the two-step quantitative goodwill impairment test is performed, which compares the fair value of the reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired. However, if the carrying amount of the reporting unit exceeds its fair value, an additional procedure must be performed. That additional procedure compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. An impairment loss is recorded to the extent that the carrying amount of goodwill exceeds its implied fair value. Other intangible assets subject to amortization are evaluated for impairment in accordance with applicable accounting guidance. An impairment loss will be recognized if the carrying amount of the intangible asset is not recoverable and exceeds fair value. The carrying amount of the intangible is considered not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use of the asset. The other intangibles are amortizing intangibles, which primarily consist of core deposit intangibles which are amortized over an estimated useful life of ten years. Cash Surrender Value of Life Insurance — The Company funds the purchase of insurance policies on the lives of certain officers and employees of the Company. The Company has recognized any change in cash surrender value of life insurance in non-interest income in the Company’s consolidated statements of operations. The Company has recognized insurance costs in non-interest expense in the Company’s consolidated statements of operations. Comprehensive Income — The Company presents a separate financial statement of comprehensive income that includes amounts from transactions and other events excluded from the Company’s consolidated statements of operations and recorded directly to retained earnings. Pension and Other Postretirement Benefits — The Company currently provides certain postretirement benefits to qualified retired employees. These postretirement benefits principally pertain to health insurance coverage and life insurance. The cost of such benefits is accrued during the years the employee provides service. The Bank has noncontributory defined benefit pension plans covering many of its employees. Additionally, the Company sponsors nonqualified supplemental employee retirement plans for certain participants. The benefits associated with these arrangements and plans are earned over a service period, and the Company estimates the amount of expense applicable to each plan or contract. The estimated obligations for the plans and contracts are reflected as liabilities on the Company’s consolidated statements of condition. Employee Savings and Stock Ownership Plan (“KSOP”) — The Company accounts for its KSOP based on guidance set forth in FASB ASC Topic 715 for Compensation — Retirement Benefits . Shares are released to participants proportionately as the loan is repaid. If the Company declares a dividend, the dividends on the allocated shares would be recorded as dividends and charged to retained earnings. Dividends declared on common stock held by the KSOP and not allocated to the account of a participant can be used to repay the loan. Allocation of shares to the KSOP participants is contingent upon the repayment of the loan to the Company. Stock Based Compensation — The Company accounts for stock awards and stock options granted to employees and directors based on guidance set forth in FASB ASC Topic 718 for Compensation — Stock Compensation . The Company recognizes the related expense for the options and awards over the service period using the straight-line method. Earnings Per Share — The Company uses the two-class method to calculate earnings per share as the unvested restricted stock issued under the Company’s equity incentive plans are participating shares with nonforfeitable rights to dividends. Under the two-class method, earnings per common share are computed by dividing the sum of distributed earnings to common shareholders and undistributed earnings allocated to common shareholders by the weighted average number of common shares outstanding for the period. In applying the two-class method, undistributed earnings are allocated to both common shares and participating securities based on the number of weighted average shares outstanding during the period. Diluted earnings per share reflect additional common shares that would have been outstanding if options on common shares had been exercised, as well as any adjustment to income that would result from the assumed issuance. Potential common shares that may be issued by the Company relate solely to outstanding stock options, and are determined using the treasury stock method. The effects of options to issue common stock are excluded from the computation of diluted earnings per share in periods in which the effect would be antidilutive. Cash and Cash Equivalents — For purposes of the consolidated statements of cash flows, cash and cash equivalents include cash and balances due from banks, interest bearing deposits and federal funds sold. Recent Accounting Pronouncements In February 2018, the FASB issued ASU 2018-02: Income Statement — Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The amendments in this update allow for a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the passage of H.R. 1. The amendments in this update also require certain disclosures about stranded tax effects. Upon adoption of the ASU, an entity will be required to disclose a description of the accounting policy for releasing income tax effects from accumulated other comprehensive income. The amendments in this update are effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption of the amendments in this update is permitted, including adoption in any interim period, (1) for public business entities for reporting periods for which financial statements have not yet been issued and (2) for all other entities for reporting periods for which financial statements have not yet been made available for issuance. The amendments in this update should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in H.R. 1 is recognized. As of December 31, 2017, the Company had $5.0 million of tax benefits stranded in accumulated OCI as a result of the passage of H.R. 1. The Company intends to comply with the amendments in this update and will reclassify the amount stranded in accumulated OCI to retained earnings in the first quarter of 2018. In August 2017, the FASB issued ASU 2017-12: Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. The purpose of this updated guidance is to better align a company’s financial reporting for hedging activities with the economic objectives of those activities. ASU 2017-12 is effective for public business entities for fiscal years beginning after December 15, 2018, with early adoption, including adoption in an interim period, permitted. The Company plans to adopt ASU 2017-12 on January 1, 2019. ASU 2017-12 requires a modified retrospective transition method in which the Company will recognize the cumulative effect of the change on the opening balance of each affected component of equity in the statement of financial position as of the date of adoption. While the Company continues to assess all potential impacts of the standard, the Company currently expects adoption to have an immaterial impact to the consolidated financial statements. 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. The amendments in this update are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. 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: Intangi

ACQUISITION OF CONESTOGA BANK

ACQUISITION OF CONESTOGA BANK	12 Months Ended
	Dec. 31, 2017
ACQUISITION OF CONESTOGA BANK
ACQUISITION OF CONESTOGA BANK	3. ACQUISITION OF CONESTOGA BANK On April 14, 2016, Beneficial completed the acquisition of Conestoga Bank. Pursuant to the terms of the Stock Purchase Agreement, dated October 21, 2015, between the Company, Conestoga Bancorp, Inc. (“Conestoga”) and Conestoga Bank, the Company acquired Conestoga’s ownership interest in Conestoga Bank for a cash payment of $105.0 million and Conestoga Bank subsequently merged with and into Beneficial Bank. The results of Conestoga Bank’s operations are included in the Company’s unaudited condensed Consolidated Statements of Operations for the period beginning on April 15, 2016, the date of the acquisition, through December 31, 2017. During the year ended December 31, 2016, the Company recorded $7.2 million of merger and other restructuring charges as a result of the completion of the transaction. The acquisition of Conestoga Bank increased the Company’s market share in southeastern Pennsylvania and provided Beneficial with a number of new branches. The acquisition of Conestoga Bank was accounted for using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed and consideration paid were recorded at their estimated fair values as of the acquisition date. The excess of consideration paid over the fair value of net assets acquired was recorded as goodwill in the amount of approximately $47.0 million, which will not be amortizable and is not deductible for tax purposes. The Company allocated the total balance of goodwill to its banking segment. The fair values listed below are preliminary estimates and are subject to adjustment. While they are not expected to be materially different than those shown, any material adjustments to the estimates will be reflected, retroactively, as of the date of the acquisition. In connection with the acquisition of Conestoga Bank, the consideration paid, and the fair value of identifiable assets acquired and liabilities assumed as of the date of acquisition are summarized in the following table: (In thousands) Consideration Paid Cash paid to Conestoga Bank $ Change in control payments Value of consideration Assets acquired: Cash and due from banks $ Investment securities FHLB stock Loans and leases Premises and equipment Bank owned life insurance Core deposit intangible Real estate owned Accrued interest receivable Deferred tax asset Other assets Total assets Liabilities assumed: Deposits $ Accrued interest payable Other liabilities Total liabilities Net assets acquired Goodwill resulting from acquisition of Conestoga Bank $ 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 December 31, 2017 $ The changes to goodwill during 2017 were primarily due to final market values received on assets acquired and adjustments to deferred tax assets recorded during the quarter ended March 31, 2017. There were no changes to goodwill recorded during the quarters ended June 30, 2017, September 30, 2017, or December 31, 2017. In many cases, the fair values of assets acquired and liabilities assumed were determined by estimating the cash flows expected to result from those assets and liabilities and discounting them at appropriate market rates. The most significant category of assets for which this procedure was used was acquired loans. The excess of expected cash flows above the fair value of the majority of loans will be accreted to interest income over the remaining lives of the loans in accordance with FASB ASC 310-20. Certain loans, for which specific credit-related deterioration was identified, are recorded at fair value, reflecting the present value of the amounts expected to be collected. Income recognition on these loans is based on a reasonable expectation of the timing and amount of cash flows to be collected. The timing of the sale of loan collateral was estimated for acquired loans deemed impaired and considered collateral dependent. For these collateral dependent impaired loans, the excess of the future expected cash flow over the present value of the future expected cash flow represents the accretable yield, which will be accreted into interest income over the estimated liquidation period using the effective interest method. The following table details the loans that are accounted for in accordance with FASB ASC 310-30 as of April 14, 2016: (Dollars in thousands) Contractually required principal and interest at acquisition $ Contractual cash flows not expected to be collected (nonaccretable difference) Expected cash flows at acquisition Interest component of expected cash flows (accretable discount) Fair value of acquired loans accounted for under FASB ASC 310-30 $ Acquired loans not subject to the requirements of FASB ASC 310-30 are recorded at fair value. The fair value mark on each of these loans will be accreted into interest income over the remaining life of the loan. The following table details loans that are not accounted for in accordance with FASB ASC 310-30 as of April 14, 2016: (Dollars in thousands) Contractually required principal and interest at acquisition $ Contractual cash flows not expected to be collected (credit mark) Expected cash flows at acquisition Interest rate premium mark Fair value of acquired loans not accounted for under FASB ASC 310-30 $ In accordance with GAAP, there was no carryover of the allowance for loan losses that had been previously recorded by Conestoga Bank. In connection with the acquisition of Conestoga Bank, the Company acquired an investment portfolio with a fair value of $59.4 million. All investment securities were subsequently sold at fair value. In connection with the acquisition of Conestoga Bank, the Company recorded a net deferred income tax asset of $12.4 million, which was prior to the passage of H.R. 1, related to Conestoga Bank’s net operating loss carryforward, as well as other tax attributes of the acquired company, along with the tax effects of fair value adjustments resulting from applying the acquisition method of accounting. The fair value of savings and transaction deposit accounts acquired from Conestoga Bank provide value to the Company as a source of stable and low cost funds. The fair value of the core deposit intangible (“CDI”) was determined based on a discounted cash flow analysis. To calculate cash flows, deposit account servicing costs (net of deposit fee income) and interest expense on deposits were compared to the cost of alternative funding sources available to the Company. The life of the deposit base and projected deposit attrition rates were determined using Beneficial’s historical deposit data. The CDI was valued at $2.2 million or 0.65% of deposits. The intangible asset is being amortized on an accelerated basis over ten years. Amortization for the year ended December 31, 2017 was $380 thousand. Certificates of deposit accounts were valued by comparing the contractual cost of the portfolio to an alternative deposit portfolio bearing current market rates. The portfolio was segregated into pools based on remaining maturity. For each pool, the projected cash flows from maturing certificates were then calculated based on contractual rates and prevailing market rates. The valuation adjustment for each pool is equal to the present value of the difference of these two cash flows, discounted at the assumed market rate for a certificate with a corresponding maturity. This valuation adjustment was valued at $588 thousand and is being amortized in line with the expected cash flows driven by maturities of these deposits over the next five years. Amortization for the year ended December 31, 2017 was $114 thousand. Direct costs related to the acquisition of Conestoga Bank were expensed as incurred. During the year ended December 31, 2016, the Company incurred $7.2 million in acquisition integration expenses related to the acquisition, including $3.3 million of professional fees and third party vendor contract termination expenses, $1.6 million of facility expenses, $1.2 million of severance expenses, and $1.1 million of other acquisition expenses. The following table presents actual operating results attributable to Conestoga Bank since the April 14, 2016 acquisition date through December 31, 2016. This information does not include purchase accounting adjustments or acquisition integration costs. (Dollars in thousands) Conestoga Bank Net interest income $ Non-interest income Non-interest expense ) Income taxes ) Net income $ The following table presents unaudited pro forma information as if the acquisition of Conestoga Bank had occurred on January 1, 2015. This pro forma information gives effect to certain adjustments, including purchase accounting fair value adjustments, amortization of core deposit and other intangibles and related income tax effects. Acquisition costs expensed by Beneficial Bank of $7.2 million and Conestoga Bank of $947 thousand were estimated to have been incurred during the year ended December 31, 2016. The pro forma information does not necessarily reflect the results of operations that would have occurred had the acquisition of Conestoga Bank occurred at the beginning of 2015. Expected cost savings are not reflected in the pro forma amounts. Pro forma (Dollars in thousands) December 31, 2016 December 31, 2015 Net interest income $ $ Provision for loan loss ) Non-interest income Non-interest expense ) ) Income taxes ) ) Net income $ $ Net earnings per share Basic $ $ Diluted $ $ Net earnings per share Basic Diluted

CHANGES IN AND RECLASSIFICATION

CHANGES IN AND RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME LOSS	12 Months Ended
	Dec. 31, 2017
CHANGES IN AND RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME LOSS
CHANGES IN AND RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME LOSS	4. CHANGES IN AND RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME LOSS The following tables present the changes in the balances of each component of accumulated other comprehensive income (“AOCI”) for the year ended December 31, 2017. All amounts are presented net of tax. Net unrealized holding gains Defined benefit available-for-sale pension plan Cash Flow (Dollars in thousands) securities items Hedge Total Beginning balance, January 1, 2017 $ ) $ ) $ — $ ) Changes in other comprehensive loss before reclassifications: Unrealized holding losses on AFS securities ) — — ) Accretion of unrealized losses on AFS securities transferred to HTM — — Pension, other postretirement and postemployment benefit plan adjustments — ) — ) Unrealized gain on cash flow hedge — — Amount reclassified from accumulated other comprehensive loss — Net current-period other comprehensive (loss) income ) ) ) Ending balance, December 31, 2017 $ ) $ ) $ $ ) The following table presents reclassifications out of AOCI by component for the year ended December 31, 2017: For the Year Ended December 31, 2017 (Dollars in thousands) Details about accumulated Amount reclassified Affected line item in Unrealized gains and losses on available-for-sale securities $ Net loss on sale of investment securities ) Income tax benefit $ Net of tax Amortization of defined benefit pension items Transition obligation $ (1) Other non-interest expense Prior service costs )(1) Other non-interest expense Net recognized actuarial losses (1) Other non-interest expense $ Total before tax ) Income tax benefit $ Net of tax (1) These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension cost. See Note 18 - Pension and Other Postretirement Benefits for additional details. The following table presents the changes in the balances of each component of AOCI for the year ended December 31, 2016. All amounts are presented net of tax. (Dollars in thousands) Net unrealized Defined benefit Total Beginning balance, January 1, 2016 $ $ ) $ ) Changes in other comprehensive loss before reclassifications: Unrealized holding losses on AFS securities ) — ) Accretion of unrealized losses on AFS securities transferred to HTM — Pension, other postretirement and postemployment benefit plan adjustments — ) ) Amount reclassified from accumulated other comprehensive loss Net current-period other comprehensive loss ) ) ) Ending balance, December 31, 2016 $ ) $ ) $ ) The following table presents reclassifications out of AOCI by component for the year ended December 31, 2016: For the Year Ended December 31, 2016 (Dollars in thousands) Details about accumulated Amount reclassified Affected line item in Unrealized gains and losses on available-for-sale securities $ Net loss on sale of investment securities ) Income tax benefit $ Net of tax Amortization of defined benefit pension items Transition obligation $ (1) Other non-interest expense Prior service costs )(1) Other non-interest expense Net recognized actuarial losses (1) Other non-interest expense Total before tax ) Income tax benefit $ Net of tax (1) These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension cost. See Note 18 - Pension and Other Postretirement Benefits for additional details. The following table presents the changes in the balances of each component of AOCI for the year ended December 31, 2015. All amounts are presented net of tax. (Dollars in thousands) Net unrealized Defined benefit Total Beginning balance, January 1, 2015 $ $ ) $ ) Changes in other comprehensive loss before reclassifications: Unrealized holding gains on AFS securities ) — ) Unrealized losses on AFS securities transferred to HTM Accretion of unrealized losses on AFS securities transferred to HTM — Pension, other postretirement and postemployment benefit plan adjustments — Amount reclassified from accumulated other comprehensive loss Net current-period other comprehensive income (loss) ) ) Ending balance, December 31, 2015 $ $ ) $ ) The following table presents reclassifications out of AOCI by component for the year ended December 31, 2015: For the Year Ended December 31, 2015 (Dollars in thousands) Details about accumulated Amount reclassified Affected line item in Unrealized gains and losses on available-for-sale securities $ Net loss on sale of investment securities ) Income tax benefit $ Net of tax Amortization of defined benefit pension items Transition obligation $ (1) Other non-interest expense Prior service costs )(1) Other non-interest expense Net recognized actuarial losses (1) Other non-interest expense Total before tax ) Income tax benefit $ Net of tax (1) These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension cost. See Note 18 - Pension and Other Postretirement Benefits for additional details.

EARNINGS PER SHARE

EARNINGS PER SHARE	12 Months Ended
	Dec. 31, 2017
EARNINGS PER SHARE
EARNINGS PER SHARE	5. EARNINGS PER SHARE The following table presents a calculation of basic and diluted earnings per share for the years ended December 31, 2017, 2016, and 2015. Earnings per share is computed by dividing net income available to common shareholders by the weighted average number of shares of common stock outstanding. The difference between common shares issued and basic average common shares outstanding, for purposes of calculating basic earnings per share, is a result of subtracting unallocated employee stock ownership plan (“KSOP”) shares and unvested restricted stock shares. Since the Company paid dividends during the years ended December 31, 2017 and 2016, the Company was required to use the two-class method for 2017 and 2016 to calculate earnings per share as the unvested restricted stock issued under the Company’s equity incentive plans are participating shares with nonforfeitable rights to dividends. Under the two-class method, earnings per common share are computed by dividing the sum of distributed earnings to common shareholders and undistributed earnings allocated to common shareholders by the weighted average number of common shares outstanding for the period. In applying the two-class method, undistributed earnings are allocated to both common shares and participating securities based on the number of weighted average shares outstanding during the period. Net earnings per share for both common shares and participating securities is the same for the years ended December 31, 2017, 2016, and 2015. See Note 20 to these consolidated financial statements for further discussion of stock grants. (Dollars in thousands, except share and per share For the Year Ended amounts) 2017 2016 2015 Basic and diluted earnings per share: Net income attributable to Beneficial Bancorp, Inc. $ $ $ 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 years ended December 31, 2017 and 2016 do not include unvested restricted stock awards. Anti-dilutive shares are common stock equivalents with weighted average exercise prices in excess of the weighted average market value for the periods presented. For the year ended December 31, 2017, there were no outstanding options that were anti-dilutive. For the year ended December 31, 2016, there were 2,750 outstanding options that were anti-dilutive and therefore excluded from the earnings per share calculation. For the year ended December 31, 2015, there were 687 restricted stock grants and 863,172 outstanding options that were anti-dilutive and therefore excluded from the earnings per share calculation.

CASH AND DUE FROM BANKS

CASH AND DUE FROM BANKS	12 Months Ended
	Dec. 31, 2017
CASH AND DUE FROM BANKS
CASH AND DUE FROM BANKS	6. CASH AND DUE FROM BANKS The Bank is required to maintain average reserve balances in accordance with federal requirements. Cash and due from banks in the consolidated statements of financial condition include $22.1 million and $21.5 million at December 31, 2017 and 2016, respectively, relating to this requirement. Cash and due from banks includes fiduciary funds of $422 thousand and $584 thousand at December 31, 2017 and 2016, respectively, relating to insurance services.

INVESTMENT SECURITIES

INVESTMENT SECURITIES	12 Months Ended
	Dec. 31, 2017
INVESTMENT SECURITIES
INVESTMENT SECURITIES	7. INVESTMENT SECURITIES The amortized cost and estimated fair value of investments in debt and equity securities at December 31, 2017, and 2016 are as follows: December 31, 2017 Investment Securities Available-for-Sale Gross Gross Estimated Amortized Unrealized Unrealized Fair (Dollars in thousands) Cost Gains Losses Value Equity Securities $ $ $ — $ U.S. Government Sponsored Enterprise (“GSE”) and Agency Notes — Ginnie Mae guaranteed mortgage securities — GSE mortgage-backed securities GSE collateralized mortgage obligations Municipal bonds — Corporate Securities — Money markets and mutual funds — Total $ $ $ $ December 31, 2017 Investment Securities Held-to-Maturity Gross Gross Estimated Amortized Unrealized Unrealized Fair Cost Gains Losses Value GSE mortgage-backed securities $ $ $ $ GSE & Agency collateralized mortgage obligations — Municipal bonds — Foreign bonds — Total $ $ $ $ December 31, 2016 Investment Securities Available-for-Sale Gross Gross Estimated Amortized Unrealized Unrealized Fair (Dollars in thousands) Cost Gains Losses Value U.S. Government Sponsored Enterprise (“GSE”) and Agency Notes $ $ $ — $ Ginnie Mae guaranteed mortgage securities — GSE mortgage-backed securities Collateralized mortgage obligations Municipal bonds — Corporate Securities Money market, mutual funds and certificates of deposit — Total $ $ $ $ December 31, 2016 Investment Securities Held-to-Maturity Gross Gross Estimated Amortized Unrealized Unrealized Fair Cost Gains Losses Value GSE mortgage-backed securities $ $ $ $ Collateralized mortgage obligations Municipal bonds — Foreign bonds — Total $ $ $ $ During the year ended December 31, 2017, the Bank received proceeds from the sale of $795 thousand of mutual funds that resulted in a loss of $7 thousand. During the year ended December 31, 2016, the Company sold its investment in stock held in a financial institution that was acquired and recorded a $1.8 million gain and also received proceeds from the sale of $356 thousand of mutual funds that resulted in a loss of $14 thousand. During 2015, the Bank received proceeds from the sale of $360 thousand of mutual funds that resulted in a loss of $19 thousand. The following tables provide information on the gross unrealized losses and fair market value of the Company’s investments with unrealized losses that are not deemed to be other than temporarily impaired, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at December 31, 2017 and 2016: At December 31, 2017 Less than 12 months 12 months or longer Total Unrealized Unrealized Unrealized (Dollars in thousands) Fair Value Losses Fair Value Losses Fair Value Losses U.S. Government Sponsored Enterprise (“GSE”) and Agency Notes $ $ $ — $ — $ $ Mortgage-backed securities Collateralized mortgage obligations Subtotal, debt securities $ $ $ $ $ $ Mutual Funds — — Total temporarily impaired securities $ $ $ $ $ $ At December 31, 2016 Less than 12 months 12 months or longer Total Unrealized Unrealized Unrealized (Dollars in thousands) Fair Value Losses Fair Value Losses Fair Value Losses Mortgage-backed securities $ $ $ $ $ $ Corporate Securities — — Collateralized mortgage obligations Subtotal, debt securities $ $ $ $ $ $ Mutual Funds — — Total temporarily impaired securities $ $ $ $ $ $ Management evaluates securities for other-than-temporary impairment (“OTTI”) at least on a quarterly basis or as economic or market concerns warrant such evaluation. The Company determines whether the unrealized losses are temporary in accordance with guidance under FASB ASC Topic 320 for Investments - Debt and Equity Securities. The evaluation is based upon factors such as the creditworthiness of the issuers/guarantors, the underlying collateral, if applicable, and the continuing performance of the securities. Management also evaluates other facts and circumstances that may be indicative of an OTTI condition. This includes, but is not limited to, an evaluation of the type of security, length of time and extent to which the fair value has been less than cost, and near-term prospects of the issuer. The likelihood of recovering the Company’s investment, whether the Company has the intent to sell the investment or that it is more likely than not that the Company will be required to sell the investment before recovery is also used to determine the nature of the decline in market value of the securities. The Company records the credit portion of OTTI through earnings based on the credit impairment estimates generally derived from cash flow analyses. The remaining unrealized loss, due to factors other than credit, is recorded in other comprehensive income (“OCI”). The Company had an unrealized loss of $5.8 million related to its GSE mortgage-backed securities as of December 31, 2017. Additionally, the Company had an unrealized loss of $1.1 million on GSE & Agency collateralized mortgage obligations, an unrealized loss of $35 thousand on GSE Notes and an unrealized loss of $4 thousand on mutual funds as of December 31, 2017. Mortgage-Backed Securities The Company’s investments that were in a loss position for greater than 12 months included GSE mortgage-backed securities with an unrealized loss of 1.9% as of December 31, 2017. The Company’s investments that were in a loss position for less than 12 months included GSE mortgage-backed securities with an unrealized loss of 0.7% as of December 31, 2017. The unrealized loss is due to current interest rate levels relative to the Company’s cost. Because the unrealized losses are due to current interest rate levels relative to the Company’s cost and not credit quality, and because the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell these investments before recovery of its amortized cost, which may be at maturity, the Company does not consider these investments to be other-than temporarily impaired at December 31, 2017. Collateralized Mortgage Obligations (CMOs) The Company’s investments that were in a loss position for greater than 12 months included GSE CMOs with an unrealized loss of 1.6% as of December 31, 2017. The Company’s investments that were in a loss position for less than 12 months included GSE & Agency CMOs with an unrealized loss of 1.4%. The unrealized loss is due to current interest rate levels relative to the Company’s cost. Because the unrealized losses are due to current interest rate levels relative to the Company’s cost and not credit quality, and because the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell these investments before recovery of its amortized cost, which may be at maturity, the Company does not consider these investments to be other-than temporarily impaired at December 31, 2017. US GSE & 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 1.0% as of December 31, 2017. The unrealized loss is due to current interest rate levels relative to the Company’s cost. Because the unrealized losses are due to current interest rate levels relative to the Company’s cost and not credit quality, and because the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell these investments before recovery of its amortized cost, which may be at maturity, the Company does not consider these investments to be other-than temporarily impaired at December 31, 2017. The following table sets forth the stated maturities of the investment securities at December 31, 2017 and 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. December 31, 2017 December 31, 2016 Amortized Estimated Amortized Estimated (Dollars are in thousands) Cost Fair Value Cost Fair Value Available-for-sale: Due in one year or less $ — $ — $ — $ — Due after one year through five years Due after five years through ten years Due after ten years — — — — Mortgage-backed securities Equity Securities Money market and mutual funds Total $ $ $ $ Held-to-maturity: Due in one year or less $ $ $ $ Due after one year through five years Due after five years through ten years — — — — Due after ten years — — — — Mortgage-backed securities Total $ $ $ $ At December 31, 2017 and December 31, 2016, $78.1 million and $90.7 million, respectively, of securities were pledged to secure municipal deposits. At December 31, 2017 the Company had no securities pledged as collateral on interest rate swaps and at December 31, 2016, the Company had $500 thousand of securities pledged as collateral on interest rate swaps.

LOANS

LOANS	12 Months Ended
	Dec. 31, 2017
LOANS
LOANS	8. LOANS Major classifications of loans at December 31, 2017 and 2016 are summarized as follows: December 31, 2017 (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 $ $ $ $ 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 year ended December 31, 2017, the Company recorded a $1.6 million net gain on the sale of $17.8 million of guaranteed Small Business Administration (“SBA”) loans that is included in “mortgage banking and SBA income” on the consolidated statements of income. As of September 30, 2017, the Bank retained the $5.6 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. Included in the balance of residential loans are approximately $245 thousand and $2.0 million of loans held for sale at December 31, 2017, and December 31, 2016, respectively. These loans are carried at the lower of cost or estimated fair value, on an aggregate basis. Residential loans held for sale are loans originated by the Bank to be sold to a third party under contractual obligation to purchase the loans from the Bank. For the years ended December 31, 2017 and December 31, 2016, the Bank sold residential mortgage loans with an unpaid principal balance of approximately $17.6 million and $19.5 million, respectively, and recorded mortgage banking income of approximately $734 thousand and $854 thousand, respectively. The Bank retained the related servicing rights for the loans that were sold to Fannie Mae and receives a 25 basis point servicing fee from the purchaser of the loans. Commercial business loans include shared national credits, which are participations in loans or loan commitments of at least $20.0 million that are shared by three or more banks. Included in the shared national credit portfolio are purchased participations and assignments in leveraged lending transactions. Leveraged lending transactions are generally used to support a merger- or acquisition-related transaction, to back a recapitalization of a company’s balance sheet or to refinance debt. When considering a participation in the leveraged lending market, the Company will participate only in first lien senior secured term loans that are highly rated (investment grade) by the rating agencies and that trade in active secondary markets. The Company actively monitors the secondary market for these types of loans to ensure that it maintains flexibility to sell such loans in the event of deteriorating credit quality. To further minimize risk and based on our current capital levels and loan portfolio, the Company has limited the total amount of leveraged loans to $150.0 million with no single obligor exceeding $15.0 million while maintaining single industry concentrations below 30%. The Company may reevaluate these limits in future periods. The shared national credit loans are typically variable rate with terms ranging from one to seven years. At December 31, 2017, shared national credits totaled $199.5 million, which included $77.3 million of leveraged lending transactions. During the first quarter of 2017, one shared national credit for $9.6 milion was downgraded to doubtful and changed to non-accrual status based on the results of a shared national credit examination performed by regulators. This loan continued to make payments in 2017 and, at December 31, 2017, had an $8.0 million outstanding balance. Management has established a $1.5 million specific valuation allowance to cover risk associated with this loan as of December 31, 2017. All other shared national credits were classified as pass rated as of December 31, 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. In the ordinary course of business, the Company has granted loans to executive officers and directors and their affiliates amounting to $255 thousand and $263 thousand at December 31, 2017 and 2016, respectively. The amount of payoffs and repayments with respect to such loans during both the years ended December 31, 2017, and 2016 totaled $8 thousand. There was one related party loan granted during the year ended December 31, 2016. Allowance for Loan Losses The allowance for loan losses is a valuation allowance for probable losses inherent in the loan portfolio. The Company evaluates the appropriateness of the allowance for loan losses balance on loans on a quarterly basis. When additional allowances are necessary, a provision for loan losses is charged to earnings and, when less allowances are necessary, a credit is taken. As of December 31, 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 generally 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 of December 31, 2017, the Company maintained a $1.5 million specific valuation allowance for the previously mentioned shared national credit. No specific valuation allowance was maintained at December 31, 2016. The following tables set forth the activity in the allowance for loan losses by portfolio for the years ended December 31, 2017, 2016 and 2015: COMMERCIAL RESIDENTIAL CONSUMER December 31, 2017 Real Business Small Construction Real Home Personal Education Auto Total Allowance for loan losses: Beginning balance $ $ $ $ $ $ $ $ $ $ Charge-offs ) ) ) — ) ) ) ) ) ) Recoveries — Provision (credit) ) ) ) ) ) Allowance ending balance $ $ $ $ $ $ $ $ $ $ Allowance ending balance Individually evaluated for impairment $ — $ $ — $ — $ — $ — $ — $ — $ — $ Collectively evaluated for impairment 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. COMMERCIAL RESIDENTIAL CONSUMER December 31, 2015 Real Business Construction Real Home Personal Education Auto Unallocated Total Allowance for credit losses: Beginning balance $ $ $ $ $ $ $ $ $ $ Charge-offs ) ) — ) ) ) ) ) — ) Recoveries — — Provision (credit) ) ) ) ) ) ) ) Allowance ending Balance $ $ $ $ $ $ $ $ $ — $ Allowance ending balance Individually evaluated for impairment $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — Collectively evaluated for impairment $ — $ Total Allowance $ $ $ $ $ $ $ $ $ — $ Financing receivable: Ending balance Individually evaluated for impairment $ $ $ $ $ $ $ — $ — $ — $ Collectively evaluated for impairment — 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 December 31, 2017 and December 31, 2016: Commercial and Residential Loans Credit Risk Internally Assigned (Dollars in thousands) December 31, 2017 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 $ % $ % $ % $ % $ % $ % During the year, one shared national credit for $7.9 million was downgraded to doubtful and changed to non-accrual status based on the results of a shared national credit examination performed by regulators. Management has established a $1.5 million specific valuation allowance to cover risk associated with this loan as of December 31, 2017 December 31, 2016 (Dollars in thousands) Commercial Real Commercial Small Business Commercial Residential 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. 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 September 30, 2017 and December 31, 2016: Consumer and Residential Loans Credit Risk Internally Assigned (Dollars in thousands) December31, 2017 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 December 31, 2017 and December 31, 2016, are as follows: 2017 2016 Outstanding principal balance $ $ Carrying amount The following table presents changes in the accretable discount on loans acquired with deteriorated credit quality, for which the Company applies the provisions of ASC 310-30, for the years ended December 31, 2017 and December 31, 2016: Accretable (Dollars in thousands) Discount Balance, April 14, 2016 $ Accretion ) Balance, December 31, 2016 Accretion ) Balance, December 31, 2017 $ Loan Delinquencies and Non-accrual Loans The Company monitors the past due and non-accrual status of loans in determining the loss classification, impairment status and in determining the allowance for loan losses. Generally, all loans past due 90 days are put on non-accrual status. Education loans greater than 90 days delinquent continue to accrue interest as they are U.S. government guaranteed with little risk of credit loss. The following tables provide information about delinquent and non-accrual loans in the Company’s portfolio at the dates indicated: Analysis of Past Due and Non-accrual Financing Receivables As of December 31, 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 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 $6.6 million of loans acquired with deteriorated credit quality, 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 $11.8 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 they would not otherwise consider but for the borrower’s financial difficulties. A TDR includes a modification of debt terms or assets received in satisfaction of the debt (including a foreclosure or a deed in lieu of foreclosure) or a combination of types. The Bank evaluates selective criteria to determine if a borrower is experiencing financial difficulty, including the ability of the borrower to obtain funds from sources other than the Bank at market rates. The Bank considers all TDR loans as impaired loans and, generally, they are put on non-accrual status. The Bank will not consider the loan a TDR if the loan modification was made for customer retention purposes and the modification reflects prevailing market conditions. The Bank’s policy for returning a loan to accruing status requires the preparation of a well-documented credit evaluation which includes the following: · A review of the borrower’s current financial condition in which the borrower must demonstrate sufficient cash flow to support the repayment of all principal and interest including any amounts previously charged-off; · An updated appraisal or home valuation which must demonstrate sufficient collateral value to support the debt; · Sustained performance based on the restructured terms for at least six consecutive months; and · Approval by the Special Assets Committee which consists of the Chief Credit Officer, the Chief Financial Officer and other members of senior management. The following table summarizes loans whose terms were modified in a manner that met the definition of a TDR as of December 31, 2017, 2016, and 2015. The Company had two accruing TDRs in the amount of $1.5 million which were modified during the year ended December 31, 2017. The Company had three accruing TDRs and one accruing TDR in the amount of $1.9 million and $150 thousand, which were modified during the years ended December 31, 2016 and 2015, respectively. December 31, December 31, December 31, 2017 2016 2015 (Dollars in thousands) No. of Loans Balance No. of Loans Balance No. of Loans Balance Commercial: Commercial real estate $ $ — $ — Commercial business loans — — Commercial construction — — — — — — Total Commercial — — Residential: Residential real estate Total real estate loans Consumer loans: Home equity & lines of credit — — Personal — — — — — — Total consumer loans — — Total loans $ $ $ The following tables summarize information about TDRs as of and for the years ended December 31, 2017, 2016 and 2015: For the Year Ended (Dollars in thousands, except number of loans) No. of Loans Balance Loans modified during the period in a manner that met the definition of a TDR $ Modifications granted: Reduction of outstanding principal due — — Deferral of principal amounts due Temporary reduction in interest rate Deferral of interest due — — Below market interest rate granted — — Release of collateral — — Outstanding principal balance immediately before modification Outstanding principal balance immediately after modification Aggregate principal charge-off recognized on TDRs outstanding at period end since origination Outstanding principal balance at period end TDRs that re-defaulted subsequent to being modified (in the past twelve months) For the Year Ended (Dollars in thousands, except number of loans) No. of Loans Balance Loans modified during the period in a manner that met the definition of a TDR $ Modifications granted: Reduction of outstanding principal due — — Deferral of principal amounts due Temporary reduction in interest rate — — Deferral of interest due — — Below market interest rate granted — — Release of collateral — — Outstanding principal balance immediately before modification Outstanding principal balance immediately after modification Aggregate principal charge-off recognized on TDRs outstanding at period end since origination Outstanding principal balance at period end TDRs that re-defaulted subsequent to being modified (in the past twelve months) For the Year Ended (Dollars in thousands, except number of loans) No. of Loans Balance Loans modified during the period in a manner that met the definition of a TDR $ Modifications granted: Reduction of outstanding principal due — — Deferral of principal amounts due Temporary reduction in interest rate Deferral of interest due — — Below market interest rate granted — — Release of collateral — — Outstanding principal balance immediately before modification Outstanding principal balance immediately after modification Aggregate principal charge-off recognized on TDRs outstanding at period end since origination Outstanding principal balance at period end TDRs that re-defaulted subsequent to being modified (in the past twelve months) — — Impaired Loans Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired. Once a loan is identified as individually impaired, management measures the extent of the impairment in accordance with guidance under FASB ASC Topic 310 for Receivables . The fair value of impaired loans is estimated using one of several methods, including collateral value, liquidation value or discounted cash flows. However, collateral value is predominantly used to assess the fair value of an impaired loan. Those impaired loans not requiring an allowance represent loans for which the fair value of the collateral or expected repayments exceed the recorded investments in such loans. Components of Impaired Loans Impaired Loans For the Year Ended December 31, 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: $ $ $ — $ $ $ — Impaired loans with a related specific allowance recorded: Commercial Business $ $ $ $ $ — $ — Total impaired loans with a related specific allowance recorded: $ $ $ $ $ — $ — Total Impaired Loans: Commercial $ $ $ $ $ $ — Residential — — — Consumer — — — Total $ $ $ $ $ $ — The impaired loans table above includes accruing TDRs in the amount of $1.5 million that were modified during 2017 and are performing in accordance with their modified terms. The interest income disclosed above relates to accruing TDRs. Impaired Loans For the Year Ended December 31, 2016 (Dollars in thousands) Recorded Unpaid Related Average Interest Interest Impaired loans with no related specific allowance recorded: Commercial Real Estate $ $ $ — $ $ — $ — Commercial Business — — Commercial small business leases — — — — — Commercial Construction — — — — — — Residential Real Estate — — — Home Equity and Lines of Credit — — — Personal — — — Education — — — — — Auto — — — — — Total Impaired Loans: $ $ $ — $ $ $ — Commercial — — Residential — — — Consumer — — — Total $ $ $ — $ $ $ — The impaired loans table above includes $1.9 million of accruing TDRs that were modified during 2016 and are performing in accordance with their modified terms. The interest income disclosed above relates to accruing TDRs. Impaired Loans For the Year Ended December 31, 2015 (Dollars in thousands) Recorded Unpaid Related Average Interest Interest Impaired loans with no related specific allowance recorded: Commercial Real Estate $ $ $ — $ $ — $ — Commercial Business — — — Commercial Construction — — — Residential Real Estate — — Home Equity and Lines of Credit — — — Personal — — — — — Education — — — — — — Auto — — — — — Total Impaired Loans: $ $ $ — $ $ $ — Commercial — — — Residential — — Consumer — — — Total $ $ $ — $ $ $ — The impaired loans table above includes $150 thousand of accruing TDRs that were modified during 2015 and are performing in accordance with their modified terms. The interest income disclosed above relates to accruing TDRs. Generally, the Company will charged-off the collateral or discounted cash flow deficiency on all impaired loans. The Company determined that a $1.5 million specific valuation allowance for the previously mentioned shared national credit was required as of December 31, 2017. The Company determined that no specific valuation allowance for any impaired loans was required as of December 31, 2016. Interest income that would have been recorded for the year ended December 31, 2017 and 2016, had impaired loans been current according to their original terms, amounted to $1.3 million and $817 thousand, respectively.

ACCRUED INTEREST RECEIVABLE

ACCRUED INTEREST RECEIVABLE	12 Months Ended
	Dec. 31, 2017
ACCRUED INTEREST RECEIVABLE
ACCRUED INTEREST RECEIVABLE	9. ACCRUED INTEREST RECEIVABLE The following table provides information on accrued interest receivable at December 31, 2017 and 2016. 2017 2016 (Dollars in thousands) Amount % of Total Amount % of Total Interest-bearing deposits $ % $ % Investment securities % % Loans % % Total accrued interest receivable $ % $ %

BANK PREMISES AND EQUIPMENT

BANK PREMISES AND EQUIPMENT	12 Months Ended
	Dec. 31, 2017
BANK PREMISES AND EQUIPMENT
BANK PREMISES AND EQUIPMENT	10. BANK PREMISES AND EQUIPMENT Premises and equipment at December 31, 2017 and 2016: (Dollars in thousands) 2017 2016 Land $ $ Bank premises Furniture, fixtures and equipment Leasehold improvements Construction in progress Total Accumulated depreciation and amortization ) ) Total $ $ Depreciation and amortization expense amounted to $6.1 million and $6.4 million for the years ended December 31, 2017 and 2016, respectively.

GOODWILL AND OTHER INTANGIBLES

GOODWILL AND OTHER INTANGIBLES	12 Months Ended
	Dec. 31, 2017
GOODWILL AND OTHER INTANGIBLES
GOODWILL AND OTHER INTANGIBLES	11. GOODWILL AND OTHER INTANGIBLES The goodwill and other intangible assets arising from acquisitions is accounted for in accordance with the accounting guidance in FASB ASC Topic 350 for Intangibles — Goodwill and Other. 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 December 31, 2017, the other intangibles consisted of $1.7 million of core deposit intangibles, which are amortized over an estimated useful life of ten years, and $1.2 million of customer list intangibles, which are amortized over an estimated remaining life of between four and six years. During 2017, 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 2016. Accordingly, it was determined that it was more likely than not that the fair value of banking unit continued to be in excess of its carrying amount as of December 31, 2017. During 2016, the Company made a voluntary change in the method of applying an accounting principle related to the timing of the annual goodwill impairment assessment, as it relates to Beneficial Insurance Services, LLC, from December 31 st to September 30 th . Management made this decision based on the time intensive nature of the goodwill impairment assessment for Beneficial Insurance Services, LLC. Management does not consider this change in impairment testing date to be a material change in application of an accounting principle. As it relates to Beneficial Insurance Services, LLC, the Company performed an impairment test as of September 30, 2017 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, 2017. Goodwill and other intangibles at December 31, 2017 and December 31, 2016 are summarized as follows: (Dollars in thousands) Goodwill Core Deposit Customer Balance at January 1, 2017 $ $ $ Adjustments: Adjustment for Conestoga Bank ) — — Amortization — ) ) Balance at December 31, 2017 $ $ $ (Dollars in thousands) Goodwill Core Deposit Customer Balance at January 1, 2016 $ $ $ Adjustments: Additions — Amortization — ) ) Balance at December 31, 2016 $ $ $ The following tables summarize amortizing intangible assets at December 31, 2017 and 2016: 2017 2016 (Dollars in thousands) Gross Accumulated Net Gross Accumulated Net Amortizing Intangibles: Core Deposits $ $ ) $ $ $ ) $ Customer Relationships ) ) Total Amortizing Intangibles $ $ ) $ $ $ ) $ Aggregate amortization expense was $1.6 million and $2.2 million for the years ended December 31, 2017 and 2016, respectively. Amortization expense for the next five years and thereafter is expected to be as follows: (Dollars in thousands) Year Expense 2018 2019 2020 2021 2022 2023 and thereafter

OTHER ASSETS

OTHER ASSETS	12 Months Ended
	Dec. 31, 2017
OTHER ASSETS
OTHER ASSETS	12. OTHER ASSETS The following table provides selected information on other assets at December 31, 2017 and 2016: December 31, December 31, (Dollars in thousands) 2017 2016 Investments in affordable housing and other partnerships $ $ Prepaid assets Net deferred tax assets Other real estate Fixed assets held for sale — Servicing rights All other assets Total other assets $ $ During the year ended December 31, 2017, the Company recorded a one- time $14.1 million reduction in the valuation of its net deferred tax assets related to the enactment of H.R. 1 and its impact on the re-measurement of our net deferred tax assets due to the reduction in the corporate income tax rate to 21% from 35%. The Company follows the authoritative guidance under ASC 860-50 — Servicing Assets and Liabilities to account for its servicing rights. The Company has elected the fair value measurement method to value its servicing assets at fair value in accordance with ASC 860-50. Under the fair value measurement method, the Company measures its loan servicing rights at fair value at each reporting date and reports changes in the fair value of its loan servicing rights in earnings in the period in which the changes occur. See Note 25 to these consolidated financial statements.

DEPOSITS

DEPOSITS	12 Months Ended
	Dec. 31, 2017
DEPOSITS
DEPOSITS	13. DEPOSITS Deposits consisted of the following major classifications at December 31, 2017 and 2016: % of Total % 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 $ % $ % Time deposit accounts outstanding at December 31, 2017 mature as follows: (Dollars in thousands) Year Balance 2018 $ 2019 2020 2021 2022 2023 and thereafter The aggregate amount of certificates of deposit accounts in denominations of $100 thousand or more totaled $182.6 million, $176.0 million and $122.6 million at December 31, 2017, December 31, 2016 and 2015, respectively. The FDIC has permanently raised deposit insurance per account owner to $250 thousand for all types of accounts.

BORROWED FUNDS

BORROWED FUNDS	12 Months Ended
	Dec. 31, 2017
BORROWED FUNDS
BORROWED FUNDS	14. BORROWED FUNDS A summary of borrowings is as follows: December 31, (Dollars in thousands) 2017 2016 FHLB advances $ $ Statutory trust debenture Total borrowings $ $ Advances from the FHLB that bear fixed interest rates with remaining periods until maturity are summarized as follows: December 31, (Dollars in thousands) 2017 2016 Due in one year or less $ $ Due after one year through five years Total FHLB advances $ $ The Company increased borrowings by $50.0 million during the year ended December 31, 2017 to replace higher cost brokered certificates of deposit and to fund organic loan growth. The new borrowings resulted from previously entered into forward-starting advances with the FHLB in 2015 and 2016, which include a $50.0 million advance with an interest rate of 1.60% that matures in February 2021 and a $75.0 million advance with an interest rate of 2.24% that matures in March 2020. The Bank is a member of the FHLB system, which consists of 11 regional Federal Home Loan Banks. The FHLB provides a central credit facility primarily for member institutions. At December 31, 2017, the Bank had a maximum borrowing capacity from the FHLB of Pittsburgh of $2.0 billion of which we had $515.0 million in outstanding advances and $20.0 million in future dated advances outstanding with the FHLB of Pittsburgh. The balance remaining of $1.5 billion is our unused borrowing capacity with the FHLB of Pittsburgh at December 31, 2017. The Bank, as a member of the FHLB of Pittsburgh, is required to acquire and hold shares of capital stock in that FHLB. The Bank was in compliance with requirements for FHLB of Pittsburgh with an investment of $23.2 million at December 31, 2017. The weighted average interest rates of the borrowings during the years ended December 31, 2017 and 2016 were as follows: 2017 2016 Weighted average interest rate during period: Federal Home Loan Bank advances % % Federal Home Loan Bank overnight borrowings Federal Reserve Bank of Philadelphia overnight borrowings Statutory Trust Debenture Other The Bank entered into a future borrowing arrangement with the FHLB of Pittsburgh to borrow $20.0 million at a fixed interest rate during the period from January 2018 through January 2022 to replace an existing borrowing that will mature during this period, as well as, to manage future interest rate volatility by locking into a fixed borrowing rate. There was no impact to the Company’s financial condition, results of operations or cash flows for the year ended December 31, 2017. As of December 31, 2017, the Bank also has a $146.2 million borrowing capacity with the Federal Reserve Bank. The Company pledges loans to secure its borrowing capacity at the Federal Reserve Bank of Philadelphia. Loans totaling $193.6 million and $265.6 million were pledged to secure borrowings at December 31, 2017 and 2016, respectively. There were no outstanding borrowings with the Federal Reserve Bank at December 31, 2017 and 2016. At December 31, 2017 and 2016, the Bank had no outstanding repurchase agreements. The Company assumed FMS Financial’s obligation to the FMS Statutory Trust II (the “Trust”) as part of the acquisition of FMS Financial on July 13, 2007. The Company’s debentures to the Trust as of December 31, 2017 were $25.8 million. The fair value of the debenture was recorded as of the acquisition date at $25.3 million. The difference between market value and the face value of the Company’s debenture is being amortized as interest expense over the expected life of the debt. The Trust issued $25.8 million of floating rate capital securities and $759 thousand of common securities to the Company. The Trust’s capital securities are fully guaranteed by the Company’s debenture to the Trust. The Company’s investment in the capital securities is included in “all other assets” in other assets on the Company’s consolidated statements of financial condition. As of December 31, 2017, the rate was 3.17% based on 3 Month LIBOR plus a 1.58% margin. The debentures are now redeemable at the Company’s option. The redemption of the debentures would result in the mandatory redemption of the Trust’s capital and common securities at par. The statutory trust debenture is wholly owned by the Company, however under accounting guidance, it is not a consolidated entity because the Company is not the primary beneficiary.

OTHER LIABILITIES

OTHER LIABILITIES	12 Months Ended
	Dec. 31, 2017
OTHER LIABILITIES
OTHER LIABILITIES	15. OTHER LIABILITIES The following table provides selected information on other liabilities at December 31, 2017 and December 31, 2016: December 31, 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	12 Months Ended
	Dec. 31, 2017
REGULATORY CAPITAL REQUIREMENTS
REGULATORY CAPITAL REQUIREMENTS	16. REGULATORY CAPITAL REQUIREMENTS The Bank is subject to various regulatory capital requirements administered by state and federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. The Dodd-Frank Act required the Federal Reserve Board to promulgate consolidated capital requirements for depository institution holding companies that are no less stringent, both quantitatively and in terms of components of capital, than those applicable to institutions themselves. In early July 2013, the Federal Reserve Board and the Office of the Comptroller of the Currency approved revisions to their capital adequacy guidelines and prompt corrective action rules that implement the revised standards of the Basel Committee on Banking Supervision, commonly called Basel III, and address relevant provisions of the Dodd-Frank Act. “Basel III” refers to two consultative documents released by the Basel Committee on Banking Supervision in December 2009, the rules text released in December 2010, and loss absorbency rules issued in January 2011, which include significant changes to bank capital, leverage and liquidity requirements. In July 2013, the Federal Deposit Insurance Corporation and the Federal Reserve Board approved a new rule that substantially amended the regulatory risk-based capital rules applicable to Beneficial Bank and Beneficial Bancorp. The final rule implements the “Basel III” regulatory capital reforms and changes required by the Dodd-Frank Act. The rules include new risk-based capital and leverage ratios, which became effective on January 1, 2015, and revised the definition of what constitutes “capital” for purposes of calculating those ratios. The new minimum capital level requirements applicable to the Company and the Bank are: (1) a new common equity Tier 1 capital ratio of 4.5%; (2) a Tier 1 capital ratio of 6% (increased from 4%); (3) a total capital ratio of 8% (unchanged from current rules); and (4) a Tier 1 leverage ratio of 4% for all institutions. The rules also establish a “capital conservation buffer” of 2.5% above the new regulatory minimum capital requirements, which must consist entirely of common equity Tier 1 capital and would result in the following minimum ratios: (1) a common equity Tier 1 capital ratio of 7.0%, (2) a Tier 1 capital ratio of 8.5%, and (3) a total capital ratio of 10.5%. The new capital conservation buffer requirement started to be phased in beginning in January 2016 at 0.625% of risk-weighted assets and will increase by that amount each year until fully implemented in January 2019. An institution is also subject to limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses if its capital level falls below the buffer amount. These limitations establish a maximum percentage of eligible retained income that could be utilized for such actions. As of December 31, 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 December 31, 2017 and December 31, 2016: To Be Well For Capital Under Prompt Actual Adequacy Purposes Action Provisions (Dollars in thousands) Capital Ratio Capital Ratio Capital Ratio As of December 31, 2017: Tier 1 Leverage (to average assets) $ % $ % $ % Common Equity Tier 1 Capital (to risk weighted assets) % % % Tier 1 Capital (to risk weighted assets) % % % Total Capital (to risk weighted assets) % % % As of December 31, 2016: Tier 1 Leverage (to average assets) $ % $ % $ % Common Equity Tier 1 Capital (to risk weighted assets) % % % Tier 1 Capital (to risk weighted assets) % % % Total Capital (to risk weighted assets) % % % The following table summarizes the Bank’s compliance with applicable regulatory capital requirements as of December 31, 2017 and 2016: To Be Well For Capital Under Prompt Actual Adequacy Purposes Action Provisions (Dollars in thousands) Capital Ratio Capital Ratio Capital Ratio As of December 31, 2017: Tier 1 Leverage (to average assets) $ % $ % $ % Common Equity Tier 1 Capital (to risk weighted assets) % % % Tier 1 Capital (to risk weighted assets) % % % Total Capital (to risk weighted assets) % % % As of December 31, 2016: Tier 1 Leverage (to average assets) $ % $ % $ % Common Equity Tier 1 Capital (to risk weighted assets) % % % Tier 1 Capital (to risk weighted assets) % % % Total Capital (to risk weighted assets) % % %

INCOME TAXES

INCOME TAXES	12 Months Ended
	Dec. 31, 2017
INCOME TAXES
INCOME TAXES	17. INCOME TAXES The Company files a consolidated federal income tax return. The provision for income taxes for the years ended December 31, 2017, 2016, and 2015 includes the following: (Dollars in thousands) 2017 2016 2015 Current federal taxes $ $ $ Current state and local taxes Deferred federal and state taxes Total $ $ $ A reconciliation from the expected federal income tax expense computed at the statutory federal income tax rate to the actual income tax expense included in the consolidated statements of income is as follows: 2017 2016 2015 Tax at statutory rate $ % $ % $ % Increase/(reduction) in taxes resulting from: Tax-exempt income ) ) ) ) ) ) State and local income taxes Employee benefit programs ) ) ) ) ) ) Federal income tax credits ) ) ) ) ) ) Valuation allowances — state and local income taxes/OTTI ) ) ) ) Section 162(m): Limit on Compensation — — Other ) ) Subtotal $ % $ % $ % Impact of change in tax law — — — — Total $ % $ % $ % Items that give rise to significant portions of the deferred tax accounts at December 31, 2017 and 2016 are as follows: (Dollars in thousands) 2017 2016 Deferred tax assets: Reserve for bad debts $ $ Pension and postretirement liabilities (ASC 715) Federal income tax credits — Deferred compensation State net operating loss carryover / state credits Purchase accounting adjustments Lease accounting OREO Premises and equipment — Available-for-sale securities Accrued expenses and other Less: Valuation Allowance ) ) Total Deferred tax liabilities: Pension and postretirement benefits Intangibles Premises and equipment — Prepaid expenses and deferred loan costs Mortgage servicing rights and other Total Net deferred tax assets $ $ The passage of H.R. 1 on December 22, 2017 lowered the federal corporate tax rate to 21% from 35%. Under ASC 740, the effects of changes in tax rates and laws on deferred tax balances are recorded as a component of income tax expense related to continuing operations for the period in which the law was enacted, even if the assets and liabilities related to items of accumulated other comprehensive income. The Company re-measured its net deferred tax assets at the current 21% federal corporate tax rate and, as a result, the Company recorded a one-time charge of $13.1 million of income tax expense during the year ended December 31, 2017. In addition, the FASB issued ASU 2018-02 related to the reclassification of certain tax effects stranded in accumulated OCI that would require the amounts to be reclassified to retained earnings. As of December 31, 2017, the Company had $5.0 million of tax effects stranded in accumulated OCI as a result of the passage of H.R. 1. The Company intends to comply with the final FASB guidance and will reclassify the amount stranded in accumulated OCI to retained earnings in the first quarter of 2018. As of December 31, 2017, the Company had net deferred tax assets totaling $23.0 million. These deferred tax assets can only be realized if the Company generates sufficient taxable income in the future. If it cannot, a valuation allowance is established. The Company regularly evaluates the reliability of deferred tax asset positions. In determining whether a valuation allowance is necessary, the Company considers the level of taxable income in prior years to the extent that carry backs are permitted under current tax laws, as well as estimates of future pre-tax and taxable income and tax planning strategies that would, if necessary, be implemented. The Company currently maintains a valuation allowance for certain state net operating losses that management believes it is more likely than not that such deferred tax assets will not be realized. The Company expects to realize the remaining deferred tax assets over the allowable carry back and/or carry forward periods. Therefore, no valuation allowance is deemed necessary against its remaining federal or remaining state deferred tax assets as December 31, 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. As of December 31, 2017, the Company had state and local net operating loss carryovers of $15.3 million resulting in deferred tax assets of $608 thousand. These state and local net operating loss carryovers begin to expire after December 31, 2017 if not utilized. A valuation allowance of $608 thousand for these deferred tax assets had been recorded as of December 31, 2017 as management believes it is more likely than not that such deferred tax assets will not be realized. During the years ended December 31, 2017 and 2016, $727 thousand in net deferred tax liabilities and $539 thousand of net deferred tax assets, respectively, were recorded as adjustments to other comprehensive income tax accounts. The Company accounts for uncertain tax positions in accordance with FASB ASC Topic 740 for Income Taxes. The guidance clarifies the accounting and reporting for income taxes where interpretation of the tax law may be uncertain. The FASB prescribes a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of income tax uncertainties with respect to positions taken or expected to be taken in income tax returns. The uncertain tax liability for uncertain tax positions was zero at December 31, 2017 and December 31, 2016. The tax year 2016 remains subject to examination by the IRS. The 2013 through 2016 tax years remain subject to examination by various state and local taxing authorities. For 2017, the Bank’s maximum federal income tax rate was 35%. The Company recognizes, when applicable, interest and penalties related to unrecognized tax positions in the provision for income taxes in the consolidated statement of income. No interest or penalties were incurred during the years ended December 31, 2017 and 2016. Pursuant to accounting guidance, the Company is not required to provide deferred taxes on its tax loan loss reserve as of December 31, 1987. As of December 31, 2017 and 2016, the Company had unrecognized deferred income taxes of approximately $1.4 million with respect to this reserve. This reserve could be recognized as taxable income and create a current and/or deferred tax liability using the income tax rates then in effect if one of the following occur: (1) the Bank’s retained earnings represented by this reserve are used for distributions in liquidation or for any other purpose other than to absorb losses from bad debts; (2) the Bank fails to qualify as a Bank, as provided by the Internal Revenue Code; or (3) there is a change in federal tax law.

PENSION AND OTHER POSTRETIREMEN

PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS	12 Months Ended
	Dec. 31, 2017
PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS
PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS	18. PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS The Bank has noncontributory defined benefit pension plans covering many of its employees. Additionally, the Company sponsors nonqualified supplemental employee retirement plans for certain participants. The Bank also provides certain postretirement benefits to qualified former employees. These postretirement benefits principally pertain to certain health and life insurance coverage. Information relating to these employee benefits program are included in the tables that follow. Effective June 30, 2008, the defined pension benefits for Bank employees were frozen at the current levels. Additionally, the Bank enhanced its 401(k) Plan and combined it with its Employee Stock Ownership Plan to fund employer contributions. See Note 19 to these consolidated financial statements. During 2014, the Company adopted the new mortality tables reflecting longer life expectancy published by the Society of Actuaries on October 27, 2014. These revised tables resulted in an increase in our pension plan’s projected benefit obligation of approximately $5.7 million as of December 31, 2014. In 2017, this scale was updated to MP-2017. During 2016, the Company revised its method for estimating the service cost and interest cost components of the net periodic benefit cost. Previously, these were estimated using a single weighted-average discount rate derived from the Citigroup Above Median Curve, the yield curve used to measure the benefit obligation. Now, the service cost and interest cost are estimated more precisely by discounting the projected cash flows with their corresponding spot rates on the Citigroup Above Median Curve. The Company has accounted for this as a change in accounting estimate affected by a change in accounting principle and have therefore accounted for it prospectively. This change in estimate reduced the net periodic benefit cost by $656 thousand in 2016. In conjunction with the acquisition of Conestoga Bank, the Company recorded a $280 thousand acquired pension liability at fair value as of December 31, 2016. The following tables present a reconciliation of beginning and ending balances of benefit obligations and assets at December 31, 2017 and 2016: Pension Other Postretirement Benefits Benefits (Dollars in thousands) 2017 2016 2017 2016 Change in Benefit Obligation Benefit obligation at beginning of year $ $ $ $ Business combination — — — Service cost — — Interest cost Participants’ contributions — — Actuarial loss/(gain) Benefits paid ) ) ) ) Benefit obligation at end of year $ $ $ $ Change in Assets Fair value of assets at beginning of year $ $ $ — $ — Business combination — — — Actual gain/(loss) return on assets — — Employer contribution Participants’ contributions — — Expense ) ) — — Benefits paid ) ) ) ) Fair value of assets at end of year $ $ $ — $ — The following table presents a reconciliation of the funded status of the pension and postretirement benefits at December 31, 2017 and 2016: Other Pension Postretirement (Dollars in thousands) 2017 2016 2017 2016 Projected benefit obligation $ $ $ $ Fair value of plan assets — — Accrued pension cost $ $ $ $ The Company’s pension benefits funding policy is to contribute annually an amount, as determined by consulting actuaries and approved by the Retirement Plan Committee, which can be deducted for federal income tax purposes, if required. During 2017, $293 thousand was contributed to the pension plans under the Bank’s funding policy compared to $351 thousand during 2016. The following table presents the amounts recognized in accumulated other comprehensive income for pension and postretirement benefits at December 31, 2017 and 2015. Pension Other (Dollars in thousands) 2017 2016 2017 2016 Net loss $ $ $ $ Prior service cost — — ) ) The Company’s total accumulated pension benefit obligations at December 31, 2017 and December 31, 2016 were $101.9 million and $96.7 million, respectively. The accumulated pension obligation equals the projected benefit obligation as a result of the freeze in pension benefits effective June 30, 2008. Significant assumptions used to calculate the net periodic pension cost and obligation as of December 31, 2017, 2016, and 2015 are as follows: Pension Benefits Other Postretirement 2017 2016 2015 2017 2016 2015 Consolidated Pension Plan Discount rate for periodic pension cost % % % Discount rate for benefit obligation % % % Expected long-term rate of return on plan assets % % % Beneficial Bank Plans Discount rate for periodic pension cost % % % Discount rate for benefit obligation % % % FMS Plan Discount rate for periodic pension cost % % % Discount rate for benefit obligation % % % The components of net pension cost are as follows: (Dollars in thousands) Pension Benefits Other Postretirement Benefits Cost 2017 2016 2015 2017 2016 2015 Service cost $ — $ — $ — $ $ $ Interest cost Expected return on assets ) ) ) — — — Amortization of transition obligation — — — Amortization of prior service cost — — — ) ) ) Recognized net actuarial loss Net periodic pension (benefit) cost $ ) $ ) $ ) $ $ $ As of December 31, 2017, the health care trend initial rate was 7.25 percent for all participants, which is projected to reach an ultimate trend rate of 5.00 percent as of December 31, 2027 and remain level thereafter. The impact of a 1.0 percent increase and decrease in assumed health care cost trend for each future year would be as follows: (Dollars in thousands) 1.0% 1.0% Accumulated postretirement benefit obligation $ $ ) Service and interest cost ) The estimated net loss for the pension benefits that will be amortized from accumulated other comprehensive income into net periodic pension costs over the next fiscal year is $2.2 million. There is no estimated transition that will be amortized from accumulated other comprehensive income into periodic pension cost over the next fiscal year. The net loss and prior service cost for postretirement benefits that will be amortized from accumulated other comprehensive income into periodic pension cost over the next fiscal year are $369 thousand and ($486) thousand, respectively. Future benefit payments for all pension and postretirement plans are estimated to be paid as follows: (Dollars in thousands) Pension Benefits Other Postretirement Benefits $ $ 2023-2027 2023-2027 The fair values of all pension and postretirement plan assets at December 31, 2017 and 2016 by asset category are as follows: Category Used for Fair Value Measurement December 31, 2017 December 31, 2016 (Dollars in thousands) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Mutual Funds: Large cap $ $ — $ — $ $ $ — $ — $ Mid cap — — — — Small cap — — — — International — — — — Global Managed Volatility — — — — US Managed Volatility — — — — Fixed Income — — — — U.S. Government Agencies — — — — Accrued Income — — — — Total $ $ — $ — $ $ $ — $ — $ As of December 31, 2017 and 2016, pension and postretirement plan assets were comprised of investments in equity and fixed income mutual funds. The Bank’s consolidated pension plan investment policy provides that assets are to be managed over a long-term investment horizon to ensure that the chances and duration of investment losses are carefully weighed against the long-term potential for asset appreciation. The primary objective of managing a plan’s assets is to improve the plan’s funded status. A secondary financial objective is, where possible, to minimize pension expense volatility. The Company’s pension plan allocates assets based on the plan’s funded status to risk management and return enhancement asset classes. The risk management class is comprised of a long duration fixed income fund while the return enhancement class consists of equity and other fixed income funds. Asset allocation ranges are generally 40% to 80% for risk management and 20% to 60% for return enhancement when the funded status is less than 110%, and 50% to 90% in risk management and 10% to 50% for return enhancement when the funded status reaches 110%, subject to the discretion of the Bank’s Retirement Plan Committee. Also, a small portion is maintained in cash reserves when appropriate. Weighted average asset allocations in plan assets at December 31, 2017 and December 31, 2016 were as follows: Pension December 31, 2017 2016 Domestic equity securities % % Fixed Income % % U.S. Government Agencies % % International equity securities % % Accrued income % % Total % % The Company provides life insurance benefits to eligible employees under an endorsement split-dollar life insurance program. At both December 31, 2017 and 2016, $20.9 million in cash surrender value relating to this program was recognized in “other assets” in the Company’s consolidated statements of financial condition. The Company recognizes a liability for future benefits applicable to endorsement split-dollar life insurance arrangements that provide death benefits postretirement. These liabilities totaled $4.9 million and $5.1 million at December 31, 2017 and 2016, respectively, and are included in the postretirement tables above.

EMPLOYEE SAVINGS AND STOCK OWNE

EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN	12 Months Ended
	Dec. 31, 2017
EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN
EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN	19. EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN In connection with its initial public offering, the Company implemented an Employee Stock Ownership Plan (“ESOP”), which provides retirement benefits for substantially all full-time employees who were employed at the date of the initial public offering and are at least 21 years of age. Other salaried employees will be eligible after they have completed one year of service and have attained the age of 21. The Company makes annual contributions to the ESOP equal to the ESOP’s debt service or equal to the debt service less the dividends received by the ESOP on unallocated shares. Shares purchased by the ESOP were acquired using funds provided by two loans from the Company and accordingly the cost of those shares is shown as a reduction of stockholders’ equity. As previously discussed, 2,015,352 shares were purchased by the Plan to be used to fund future contributions into the Plan in conjunction with the second step conversion. In connection with the purchase of the shares during the second-step stock offering on January 12, 2015, the Plan borrowed $20.2 million from the Bancorp at a fixed interest rate of 3.25% with a thirty-year term to fund the purchase of 2,015,352 shares. As of July 1, 2008, the ESOP was merged with the Company’s 401(k) plans to form the Employee Savings and Stock Ownership Plan (“KSOP”). The Company accounts for the KSOP based on guidance from FASB ASC Topic 718 for Compensation — Stock Compensation . Shares are released as the loan is repaid. The balance of the 2008 loan to the KSOP as of December 31, 2017 was $13.0 million compared to $15.0 million as of December 31, 2016. The balance of the 2015 loan to the KSOP as of December 31, 2017 was $18.9 million compared to $19.3 million as of December 31, 2016. All full-time employees and certain part-time employees are eligible to participate in the KSOP if they meet prescribed service criteria. Shares will be allocated and released based on the KSOP’s plan document. While the KSOP is one plan, the two separate components of the 401(k) Plan and ESOP remain. Under the KSOP, the Company makes basic contributions and matching contributions. The Bank makes additional contributions for certain employees based on age and years of service. The Company may also make discretionary contributions under the KSOP. Each participant’s account is credited with shares of the Company’s stock or cash based on compensation earned during the year in which the contribution was made. Dividends declared on common stock held by the ESOP which have not been allocated to the account of a participant can be used to repay the loan. During the year ended December 31, 2017, the Company used dividends declared of $711 thousand to repay the loans compared to $379 thousand for the year ended December 31, 2016. Allocation of shares to the participants is contingent upon the repayment of a loan to the Company. The allocated shares in the KSOP related to the 2008 loan were 2,566,075 and 2,368,523 as of December 31, 2017 and December 31, 2016, respectively. The allocated shares in the KSOP related to the 2015 loan were 199,301 and 132,121 as of December 31, 2017 and December 31, 2016, respectively. The suspense shares available related to the 2008 loan were 980,852 as of December 31, 2017 and 1,178,404 as of December 31, 2016. The suspense shares available related to the 2015 loan were 1,816,051 as of December 31, 2017 and 1,883,231 as of December 31, 2016. The suspense shares are the shares that are unearned and are available to be allocated. The market values of the unearned shares were $46.0 million and $56.3 million as of December 31, 2017 and 2016, respectively. The Company recorded a related expense of approximately $4.2 million, $3.8 million and $3.3 million, respectively, for contributions to the KSOP for years ended December 31, 2017, 2016 and 2015.

STOCK BASED COMPENSATION

STOCK BASED COMPENSATION	12 Months Ended
	Dec. 31, 2017
STOCK BASED COMPENSATION
STOCK BASED COMPENSATION	20. STOCK BASED COMPENSATION Stock-based compensation is accounted for in accordance with FASB ASC Topic 718 for Compensation — Stock Compensation. The Company establishes fair value for its equity awards to determine their cost. The Company recognizes the related expense for employees over the appropriate vesting period, or when applicable, service period, using the straight-line method. However, consistent with the guidance, the amount of stock-based compensation recognized at any date must at least equal the portion of the grant date value of the award that is vested at that date. As a result, it may be necessary to recognize the expense using a ratable method. At the annual meeting of stockholders held on April 21, 2016, the stockholders of the Company approved the 2016 Omnibus Incentive Plan (‘the 2016 Plan”). The 2016 Plan provides for the issuance or delivery of 3.5 million shares of Beneficial Bancorp, Inc. stock. Under the 2016 Plan, the Company has granted 2,462,064 of restricted stock awards to employees, officers and directors, of which 27,238 shares have been forfeited as of December 31, 2017. The net impact to the Company’s outstanding additional paid in capital as of December 31, 2017 was a reduction of $30.2 million as well as a reduction in the balance of treasury stock. The restricted stock awards granted to directors vest generally over a 12 to 31 month period and the restricted stock awards granted to employees and officers vest over a three year period. Upon the adoption of the 2016 Plan, the Company’s 2008 Equity Incentive Plan (“EIP”) was terminated. However, outstanding awards under the 2008 EIP remain in effect in accordance with their original terms. Compensation expense related to the stock awards is recognized ratably over the vesting period in an amount which totals the market price of the Company’s stock at the grant date. The expense recognized for the years ended December 31, 2017, 2016 and 2015 totaled $13.7 million, $7.6 million and $1.3 million, respectively. The increases in expense in 2017 and 2016 were primarily the result of $12.6 million and $5.9 million, respectively, of expense recorded for the shares granted under the Company’s 2016 Omnibus Incentive Plan. The following table summarizes the non-vested stock award activity for the year ended December 31, 2017: Summary of Non-vested Stock Award Activity Number of Weighted Non-vested Stock Awards outstanding, January 1, 2017 $ Issued Vested ) Forfeited ) Non-vested Stock Awards outstanding, December 31, 2017 The following table summarizes the non-vested stock award activity for the year ended December 31, 2016: Summary of Non-vested Stock Award Activity Number of Weighted Non-vested Stock Awards outstanding, January 1, 2016 $ Issued Vested ) Forfeited ) Non-vested Stock Awards outstanding, December 31, 2016 The fair value of the 904,019 shares that vested during the year ended December 31, 2017 was $14.4 million. The fair value of the 122,067 shares that vested during the year ended December 31, 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. During the year ended December 31, 2017 and 2016, the Company did not grant any options. All options require the participant’s continued service. The options generally vest and are exercisable over five years. Compensation expense for the options totaled $945 thousand for the year ended December 31, 2017 compared to $1.4 million and $1.6 million for the year ended December 31, 2016 and 2015, respectively. A summary of option activity as of December 31, 2017 and changes during the twelve month period is presented below: Number of Options Weighted Exercise January 1, 2017 $ Granted — — Exercised ) Forfeited ) Expired — — December 31, 2017 A summary of option activity as of December 31, 2016 and changes during the twelve month period is presented below: Number of Options Weighted Exercise January 1, 2016 $ Granted — — Exercised ) Forfeited ) Expired ) December 31, 2016 The weighted average remaining contractual term was approximately 4.47 years and the aggregate intrinsic value was $11.8 million for options outstanding as of December 31, 2017. The weighted average remaining contractual term was approximately 4.74 years and the aggregate intrinsic value was $25.4 million for options outstanding as of December 31, 2016. The weighted average remaining contractual term was approximately 5.69 years and the aggregate intrinsic value was $12.7 million for options outstanding as of December 31, 2015. As of December 31, 2017, exercisable options totaled 1,309,807 with an average weighted exercise price of $9.39 per share, a weighted average remaining contractual term of approximately 3.96 years, and an aggregate intrinsic value of $9.2 million. As of December 31, 2016, exercisable options totaled 2,069,854 with an average weighted exercise price of $9.46 per share, a weighted average remaining contractual term of approximately 3.94 years, and an aggregate intrinsic value of $18.5 million. As of December 31, 2015, exercisable options totaled 2,047,884 with an average weighted exercise price of $9.53 per share, a weighted average remaining contractual term of approximately 4.44 years, and an aggregate intrinsic value of $7.8 million. During the years ended December 31, 2017 and 2016, the Company did not grant any options. Significant weighted average assumptions used to calculate the fair value of the options for the year ended December 31, 2015 are as follows: For the Year Ended 2015 Weighted average fair value of options granted $ Weighted average risk-free rate of return % Weighted average expected option life in months Weighted average expected volatility % Expected dividends $ — As of December 31, 2017, there was $784 thousand of total unrecognized compensation cost related to options and $18.2 million in unrecognized compensation cost related to non-vested stock awards granted. As of December 31, 2016, there was $1.9 million of total unrecognized compensation cost related to options and $30.2 million in unrecognized compensation cost related to non-vested stock awards granted. The average weighted lives for the option expense were 1.43 and 2.05 years as of December 31, 2017 and December 31, 2016, respectively. The average weighted lives for the stock award expense were 1.61 and 2.48 years at December 31, 2017 and December 31, 2016, respectively.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 2017
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	21. COMMITMENTS AND CONTINGENCIES The Company leases a number of offices as part of its regular business operations. Rental expense under such leases aggregated $6.1 million, $5.8 million and $5.1 million for the years ended December 31, 2017, 2016 and 2015, respectively. At December 31, 2017, the Company was committed under non-cancelable operating lease agreements for minimum rental payments to lessors as follows: (Dollars in thousands) 2018 $ 2019 2020 2021 2022 Thereafter $ In the normal course of business, there are various outstanding commitments and contingent liabilities, such as commitments to extend credit, which are not reflected in the consolidated financial statements. The Company has established specific reserves related to loan commitments that are not material to the Company. At December 31, 2017 and 2016, the Company had outstanding commitments to purchase or originate new loans or leases aggregating approximately $29.4 million and $162.2 million, respectively, and commitments to customers on available lines of credit of $443.1 million and $380.5 million, respectively, commitments to fund commercial construction and other advances of $159.3 million and $135.1 million, respectively, and standby letters of credit of $29.4 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 commitments and contingencies of $124 thousand and $234 thousand at December 31, 2017 and December 31, 2016, respectively. The Company and its Directors have been named in a lawsuit filed in Maryland state circuit court regarding compensation levels of Directors in connection with equity awards granted in the second quarter of 2016 under the 2016 Omnibus Incentive Plan. The defendants believe the lawsuit, alleging breach of fiduciary duty and unjust enrichment under Maryland law, is without merit and intend to vigorously defend it. Periodically, there have been other various claims and lawsuits against the Bank, such as claims to enforce liens, condemnation proceedings on properties in which it holds security interests, claims involving the making and servicing of real property loans and other issues incident to its business. The Bank is not a party to any pending legal proceedings that it believes would have a material adverse effect on its financial condition, results of operations or cash flows.

FAIR VALUE OF FINANCIAL INSTRUM

FAIR VALUE OF FINANCIAL INSTRUMENTS	12 Months Ended
	Dec. 31, 2017
FAIR VALUE OF FINANCIAL INSTRUMENTS
FAIR VALUE OF FINANCIAL INSTRUMENTS	22. FAIR VALUE OF FINANCIAL INSTRUMENTS The Company follows authoritative guidance under FASB ASC Topic 820 for Fair Value Measurements and Disclosures which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The definition of fair value under ASC 820 is the exchange price. The guidance clarifies that the exchange price is the price in an orderly transaction between market participants to sell the asset or transfer the liability in the market in which the reporting entity would transact for the asset or liability. The definition focuses on the price that would be received to sell the asset or paid to transfer the liability (an exit price), not the price that would be paid to acquire the asset or received to assume the liability (an entry price). The guidance emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Fair value is based on quoted market prices, when available. If listed prices or quotes are not available, fair value is based on fair value models that use market participant or independently sourced market data which include: discount rate, interest rate yield curves, credit risk, default rates and expected cash flow assumptions. In addition, valuation adjustments may be made in the determination of fair value. These fair value adjustments may include amounts to reflect counter party credit quality, creditworthiness, liquidity and other unobservable inputs that are applied consistently over time. These adjustments are estimated and, therefore, subject to significant management judgment, and at times, may be necessary to mitigate the possibility of error or revision in the model-based estimate of the fair value provided by the model. The methods described above may produce fair value calculations that may not be indicative of the net realizable value. While the Company believes its valuation methods are consistent with other financial institutions, the use of different methods or assumptions to determine fair values could result in different estimates of fair value. FASB ASC Topic 820 for Fair Value Measurements and Disclosures describes three levels of inputs that may be used to measure fair value: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 1 assets and liabilities include debt securities, equity securities and derivative contracts that are traded in an active exchange market as well as certain U.S. Treasury securities that are highly liquid and actively traded in over-the-counter markets. Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets and liabilities include debt securities with quoted market prices that are traded less frequently than exchange traded assets and liabilities. The values of these items are determined using pricing models with inputs observable in the market or can be corroborated from observable market data. This category generally includes U.S. Government and agency mortgage-backed debt securities, corporate debt securities and derivative contracts. Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. Those assets which will continue to be measured at fair value on a recurring basis are as follows at December 31, 2017: Category Used for Fair Value Measurement (Dollars in thousands) Level 1 Level 2 Level 3 Total Assets: Mortgage servicing rights $ — $ — $ $ SBA servicing rights — — Investment securities available for sale: U.S. GSE and agency notes — — Ginnie Mae guaranteed mortgage securities — — GSE collateralized mortgage obligations (“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 money market funds, mutual funds and certificates of deposit. To estimate the fair value of these securities, the Company utilizes observable quotations for the indicated security. Level 2 Valuation Techniques and Inputs The majority of the Company’s investment securities are reported at fair value utilizing Level 2 inputs. Prices of these securities are obtained through independent, third-party pricing services. Prices obtained through these sources include market derived quotations and matrix pricing and may include both observable and unobservable inputs. Fair market values take into consideration data such as dealer quotes, new issue pricing, trade prices for similar issues, prepayment estimates, cash flows, market credit spreads and other factors. The Company reviews the output from the third-party providers for reasonableness by considering the pricing consistency among securities with similar characteristics, where available, and comparing values with other pricing sources available to the Company. In general, the Level 2 valuation process uses the following significant inputs in determining the fair value of the different classes of investments: U.S. Government Sponsored Enterprise (GSE) and Agency Notes . Pricing evaluations are based on obtaining relevant trade data, benchmark quotes and spreads and incorporating this information into the evaluation process. Evaluations are generated on a price, yield or spread basis as determined by the observed market data. Spreads and yields 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 collect and analyze market data to determine how it should be applied to bonds within their assigned sectors. Bonds are adjusted throughout the day based on trades and other pertinent market information. Evaluators apply this information to individual bond evaluations and then extrapolate from the adjusted bond to the same issuer, the same sector and beyond when appropriate. 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 a price, yield or spread basis as determined by the observed market data. Spreads and yields are calculated continuously throughout the day, as well as “end of day”. Equities. For a regular price on listed securities (NYSE, NASDAQ, AMEX), ICE Data Services uses the last trade on any exchange where the security trades during regular trading hours. If the issue does not trade, the last bid from any exchange is used. If there is no trade or bid, the last trade or bid from the previous day is used, or the last day where there was a bid or trade, going back up to 90 days, is used. If there were no bids or trades in the last 90 days, an error message is returned by ICE Data Services. Level 3 Valuation Techniques and Inputs Servicing Rights. The Company determines the fair value of its servicing rights by estimating the amount and timing of future cash flows associated with the servicing rights and discounting the cash flows using market discount rates. The valuation includes the application of certain assumptions made by management of the Company, including prepayment projections, and prevailing assumptions used in the marketplace at the time of the valuation. The table below presents all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the year ended December 31, 2017 and 2016. Level 3 Investments Only For the Year Ended December 31, 2017 December 31, 2016 (Dollars in thousands) Mortgage Servicing Mortgage Servicing Balance, January 1, $ $ Additions Payments ) ) Increase (decrease) in fair value due to changes in valuation inputs or assumptions Balance, December 31, $ $ Level 3 Investments Only For the Year Ended December 31, 2017 December 31, 2016 (Dollars in thousands) SBA Servicing SBA Servicing Balance, January 1, $ $ — Additions Payments ) ) Decrease in fair value due to changes in valuation inputs or assumptions ) ) Balance, December 31, $ $ The Company also has assets that, under certain conditions, are subject to measurement at fair value on a non-recurring basis. These include assets that are measured at the lower of cost or market value and had a fair value below cost at the end of the period as summarized below. A loan is impaired when, based on current information, the Company determines that it is probable that the Company will be unable to collect amounts due according to the terms of the loan agreement. The Company’s impaired loans are measured based on the estimated fair value of the collateral if the loans are collateral dependent or based on a discounted cash flow analysis if the loans are not collateral dependent. Assets measured at fair value on a nonrecurring basis are as follows: (Dollars in thousands) Balance Level 1 Level 2 Level 3 Gain/(Losses) Impaired loans $ — — $ $ ) Other real estate owned — — — (Dollars in thousands) Balance Level 1 Level 2 Level 3 Gain/(Losses) Impaired loans $ $ — $ — $ $ ) Other real estate owned — — — In accordance with FASB ASC Topic 825 for Financial Instruments, Disclosures about Fair Value of Financial Instruments, the Company is required to disclose the fair value of financial instruments. The fair value of a financial instrument is the current amount that would be exchanged between willing parties, other than in a distressed sale. Fair value is best determined using observable market prices; however for many of the Company’s financial instruments no quoted market prices are readily available. In instances where quoted market prices are not readily available, fair value is determined using present value or other techniques appropriate for the particular instrument. These techniques involve some degree of judgment, and as a result, are not necessarily indicative of the amounts the Company would realize in a current market exchange. Different assumptions or estimation techniques may have a material effect on the estimated fair value. The following table sets forth the carrying and estimated fair value of the Company’s financial assets and liabilities for the periods indicated: Fair Value of Financial Instruments At At Estimated Estimated Fair Value Carrying Fair Carrying Fair (Dollars in thousands) Hierarchy Level Amount Value Amount Value Assets: Cash and cash equivalents Level 1 $ $ $ $ Securities available for sale See previous table Securities held to maturity Level 2 FHLB stock Level 3 Loans 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 2 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. Accrued Interest Receivable/Payable - The carrying amounts of interest receivable/payable approximate fair value. Deposits - The fair value of checking and money market deposits and savings accounts is the amount reported in the consolidated financial statements. The carrying amount of checking, savings and money market accounts is the amount that is payable on demand at the reporting date. The fair value of time deposits is generally based on a present value estimate using rates currently offered for deposits of similar remaining maturity. Borrowed Funds - The fair value of borrowed funds is based on a present value estimate using rates currently offered. Commitments to Extend Credit and Letters of Credit - The majority of the Company’s commitments to extend credit and letters of credit carry current market interest rates if converted to loans and are not included in the table above. Because commitments to extend credit and letters of credit are generally unassignable by either the Company or the borrower, they only have value to the Company and the borrower. The estimated fair value approximates the recorded net deferred fee amounts, which are not significant. The fair value estimates presented herein are based on pertinent information available to management as of December 31, 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 December 31, 2017 and December 31, 2016 and, therefore, current estimates of fair value may differ significantly from the amounts presented herein.

MERGER AND RESTRUCTURING CHARGE

MERGER AND RESTRUCTURING CHARGES	12 Months Ended
	Dec. 31, 2017
MERGER AND RESTRUCTURING CHARGES
MERGER AND RESTRUCTURING CHARGES	23. 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 year ended December 31, 2017, the Company did not accrue any additional merger and restructuring charges related to the acquisition of Conestoga Bank and the Bank’s cost reduction plan. A schedule of the current merger and restructuring accrual is summarized below as of December 31, 2017: (Dollars in thousands) Severance Contract termination, Total Accrued at December 31, 2016 $ $ $ Accrued during the year — — — Paid during the year ) ) ) Accrued at December 31, 2017 $ $ $

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2017
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	24. RELATED PARTY TRANSACTIONS At December 31, 2017 and 2016, certain directors, executive officers, principal holders of the Company’s common stock, associates of such persons, and affiliated companies of such persons were indebted, including undrawn commitments to lend, to the Bank in the aggregate amount of $255 thousand and $263 thousand, respectively. Please refer to Note 8 for further information. There were no commitments to lend to related parties at December 31, 2017 and 2016. The commitments are in the form of loans and guarantees for various business and personal interests. This indebtedness was incurred in the ordinary course of business on substantially the same terms, including interest rate and collateral, as those prevailing at the time of comparable transactions with unrelated parties. This indebtedness does not involve more than the normal risk of repayment or present other unfavorable features. None of the Company’s affiliates, officers, directors or employees have an interest in or receive remuneration from any special purpose entities or qualified special purpose entities which the Company transacts business. The Company maintains a written policy and procedures covering related party transactions. These procedures cover transactions such as employee-stock purchase loans, personal lines of credit, residential secured loans, overdrafts, letter of credit and increases in indebtedness. Such transactions are subject to the Bank’s normal underwriting and approval procedures. Prior to the loan closing, the Bank’s Senior Loan Committee must approve and determine whether the transaction requires approval from or a post notification be sent to the Company’s Board of Directors.

SERVICING RIGHTS

SERVICING RIGHTS	12 Months Ended
	Dec. 31, 2017
SERVICING RIGHTS
SERVICING RIGHTS	25. SERVICING RIGHTS The Company sells certain residential mortgage loans and the guaranteed portion of certain Small Business Administration (“SBA”) loans to third parties and retains servicing rights and receives servicing fees. All such transfers are accounted for as sales. When the Company sells a residential mortgage loan, it does not retain any portion of that loan and its continuing involvement in such transfers is limited to certain servicing responsibilities. While the Company may retain a portion of certain sold SBA loans, its continuing involvement in the portion of the loan that was sold is limited to certain servicing responsibilities. When the contractual servicing fees on loans sold with servicing retained are expected to be more than adequate compensation to a servicer for performing the servicing, a capitalized servicing asset is recognized. The Company accounts for the transfers and servicing of financial assets in accordance with ASC 860, Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities. Residential Mortgage Loans The Company has elected the fair value measurement method to value its mortgage servicing rights (“MSRs”). Under the fair value measurement method, the Company records its MSRs on its consolidated statements of financial condition as a component of other assets at fair value with changes recorded as a component of mortgage banking income in the Company’s consolidated statements of income for each period. As of December 31, 2017 and December 31, 2016, the Company serviced $132.5 million and $139.2 million of residential mortgage loans, respectively. Servicing loans for others consists of collecting mortgage payments, maintaining escrow accounts, disbursing payments to investors, and processing foreclosures. During the years ended December 31, 2017, 2016 and 2015, the Company recognized $338 thousand, $350 thousand, and $371 thousand of servicing fee income, respectively. The Company had fiduciary responsibility for related escrow and custodial funds aggregating approximately $2.0 million at both December 31, 2017 and 2016. The following is an analysis of the activity in the Company’s residential MSRs for the years ended December 31, 2017, 2016 and 2015: Residential Mortgage Servicing Rights For the Year Ended December 31, (Dollars in thousands) 2017 2016 2015 Balance, January 1, $ $ $ Additions Increases (decreases) in fair value due to: Changes in valuation input or assumptions ) Paydowns ) ) ) Balance, December 31, $ $ $ The Company uses assumptions and estimates in determining the fair value of MSRs. These assumptions include prepayment speeds, discount rates, escrow earnings rates and other assumptions. The assumptions used in the valuation were based on input from buyers, brokers and other qualified personnel, as well as market knowledge. At December 31, 2017, the key assumptions used to determine the fair value of the Company’s MSRs included a lifetime constant prepayment rate equal to 7.92%, a discount rate equal to 9.63% and an escrow earnings credit rate equal to 2.13%. At December 31, 2016, the key assumptions used to determine the fair value of the Company’s MSRs included a lifetime constant prepayment rate equal to 8.39%, a discount rate equal to 9.63% and an escrow earnings credit rate equal to 1.60%. The sensitivity of the current fair value of the residential MSRs to immediate 10% and 20% favorable and unfavorable changes in key economic assumptions are included in the following table for the periods indicated: Residential Residential Mortgage Servicing Rights Mortgage Servicing Rights (Dollars in thousands) December 31, 2017 December 31, 2016 Fair value of residential mortgage servicing rights $ $ Weighted average life (years) 8.1 years 7.8 years Prepayment speed % % Effect on fair value of a 20% increase $ ) $ ) Effect on fair value of a 10% increase ) ) Effect on fair value of a 10% decrease Effect on fair value of a 20% decrease Discount rate % % Effect on fair value of a 20% increase $ ) $ ) Effect on fair value of a 10% increase ) ) Effect on fair value of a 10% decrease Effect on fair value of a 20% decrease Escrow earnings credit % % Effect on fair value of a 20% increase $ $ Effect on fair value of a 10% increase Effect on fair value of a 10% decrease ) ) Effect on fair value of a 20% decrease ) ) The sensitivity calculations above are hypothetical and should not be considered to be predictive of future performance. As indicated, changes in fair value based on adverse changes in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also, in this table, the effect of an adverse variation in a particular assumption on the fair value of the mortgage servicing rights is calculated without changing any other assumption; while in reality, changes in one factor may result in changes in another (for example, increases in market interest rates may result in lower prepayments), which may magnify or counteract the effect of the change. SBA Loans The Company has elected the fair value measurement method to value its SBA loan servicing rights. Under the fair value measurement method, the Company records its SBA loan servicing asset on its consolidated statements of financial condition as a component of other assets at fair value with changes recorded as a component of other non-interest income in the Company’s consolidated statements of income for each period. As of December 31, 2017 and December 31, 2016 the Company serviced $50.9 million and $42.4 million of SBA loans, respectively. During the years ended December 31, 2017 and 2016, the Company recognized $466 thousand and $287 thousand of servicing fee income, respectively. At December 31, 2017 and December 31, 2016, SBA loan servicing rights totaled $785 thousand and $646 thousand, respectively, and were included in “other assets” in the Company’s consolidated statements of financial condition. The following is an analysis of the activity in the Company’s SBA loan servicing rights for the years ended December 31, 2017 and 2016: SBA Servicing Rights For the Year ended December 31, Dollars in thousands 2017 2016 Balance, January 1, $ $ — Additions Decreases in fair value due to: Changes in valuation input or assumptions ) ) Paydowns ) ) Balance, December 31, $ $ The Company uses assumptions and estimates in determining the fair value of SBA servicing rights. These assumptions include prepayment speeds, discount rates, escrow earnings rates and other assumptions. The assumptions used in the valuation were based on input from buyers, brokers and other qualified personnel, as well as market knowledge. At December 31, 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 8.85%, a discount rate equal to 13.13% and servicing expenses per loan of $1 thousand. At December 31, 2016, the key assumptions used to determine the fair value of the Company’s SBA servicing rights included a lifetime constant prepayment rate equal to 8.97%, a discount rate equal to 13.13% and servicing expenses per loan of $1 thousand. At December 31, 2017 and 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) December 31, 2017 December 31, 2016 Fair value of SBA servicing rights $ $ Weighted average life (years) 5.3 years 5.2 years Prepayment speed % % Effect on fair value of a 20% increase $ ) $ ) Effect on fair value of a 10% increase ) ) Effect on fair value of a 10% decrease Effect on fair value of a 20% decrease Discount rate % % Effect on fair value of a 20% increase $ ) $ ) Effect on fair value of a 10% increase ) ) Effect on fair value of a 10% decrease Effect on fair value of a 20% decrease The sensitivity calculations above are hypothetical and should not be considered to be predictive of future performance. As indicated, changes in fair value based on adverse changes in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also, in this table, the effect of an adverse variation in a particular assumption on the fair value of the SBA servicing rights is calculated without changing any other assumption; while in reality, changes in one factor may result in changes in another (for example, increases in market interest rates may result in lower prepayments), which may magnify or counteract the effect of the change.

DERIVATIVE FINANCIAL INSTRUMENT

DERIVATIVE FINANCIAL INSTRUMENTS	12 Months Ended
	Dec. 31, 2017
DERIVATIVE FINANCIAL INSTRUMENTS
DERIVATIVE FINANCIAL INSTRUMENTS	26. DERIVATIVE FINANCIAL INSTRUMENTS The Company is a party to derivative financial instruments in the normal course of business to meet the needs of commercial banking customers. These financial instruments have been limited to interest rate swap agreements, which are entered into with counterparties that meet established credit standards and, where appropriate, contain master netting and collateral provisions protecting the party at risk. The Company believes that the credit risk inherent in all of the derivative contracts is minimal based on the credit standards and the netting and collateral provisions of the interest rate swap agreements. The Company executes interest rate swaps with commercial banking customers to facilitate their respective risk management strategies. Those interest rate swaps are simultaneously hedged by offsetting interest rate swaps that the Company executes with a third party, such that the Company minimizes its net risk exposure resulting from such transactions. These derivatives are not designated as hedges and are not speculative. Rather, these derivatives result from a service the Company provides to certain customers, which the Company implemented during the first quarter of 2012. As the interest rate swaps associated with this program do not meet the hedge accounting requirements, changes in the fair value of both the customer swaps and the offsetting swaps are recognized directly in earnings. As of December 31, 2017, the Company had 26 interest rate swaps with an aggregate notional amount of $137.6 million related to this program. During the year ended December 31, 2017, the Company recognized a net loss of $39 thousand compared to a net gain of $798 thousand for the year ended December 31, 2016 and a net loss of $4 thousand for the year ended December 31, 2015 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 $8.0 million and a fair value of $4 thousand as of December 31, 2017. During the year ended December 31, 2017, the Company recognized a net gain of $5 thousand compared to a net gain of $51 thousand for the year ended December 31, 2016 related to the risk participation agreements that are included as a component of services charges and other non-interest income in the Company’s consolidated statements of income. The table below presents the fair value of the Company’s derivative financial instruments not designated as hedging instruments as well as their classification on the consolidated statements of condition as of December 31, 2017 and December 31, 2016: As of December 31, 2017 Asset derivatives Liability derivatives (dollars in thousands) Notional Fair value (1) Notional Fair value (2) Interest rate swap agreements $ $ $ $ Risk participation agreements — — Total derivatives $ $ $ $ (1) Included in other assets in our Consolidated Statements of Financial Condition. (2) Included in other liabilities in our Consolidated Statements of Financial Condition. As of December 31, 2016 Asset derivatives Liability derivatives (dollars in thousands) Notional Fair value (1) Notional Fair value (2) Interest rate swap agreements $ $ $ $ Risk participation agreements — — Total derivatives $ $ $ $ (1) Included in other assets in our Consolidated Statements of Financial Condition. (2) Included in other liabilities in our Consolidated Statements of Financial Condition. The following displays offsetting interest rate swap assets and liabilities for the dates presented: Offsetting of Derivative Assets As of December 31, 2017 Gross Gross Amounts Net Amounts of Gross Amounts Not Offset in the Recognized Statement of the Statement of Financial Collateral Net Amount Interest rate swaps and risk participation agreements $ $ — $ $ — $ $ Offsetting of Derivative Liabilities As of December 31, 2017 Gross Gross Amounts Net Amounts of Gross Amounts Not Offset in the Recognized Statement of the Statement of Financial Collateral Net Amount Interest rate swaps and risk participation agreements $ $ — $ $ — $ — $ (1) - Balance includes accrued interest receivable/payable and credit valuation adjustments. Offsetting of Derivative Assets As of December 31, 2016 Gross Gross Amounts Net Amounts of Gross Amounts Not Offset in the Recognized Statement of the Statement of Financial Collateral Net Amount Interest rate swaps and risk participation agreements $ $ — $ $ — $ $ Offsetting of Derivative Liabilities As of December 31, 2016 Gross Gross Amounts Net Amounts of Gross Amounts Not Offset in the Recognized Statement of the Statement of Financial Collateral Net Amount Interest rate swaps and risk participation agreements $ $ — $ $ — $ $ (1) - Balance includes accrued interest receivable/payable and credit valuation adjustments. The Company has agreements with certain of its derivative counterparties that provide that if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations. The Company also has agreements with certain of its derivative counterparties that provide that if the Company fails to maintain its status as a well or adequately capitalized institution, then the counterparty could terminate the derivative positions and the Company would be required to settle its obligations under the agreements. As of December 31, 2017 and December 31, 2016, the termination value of the interest rate swaps in a liability position was $1.8 million and $1.9 million, respectively. The Company has minimum collateral posting thresholds with its counterparty. The Company was not required to post collateral on interest rate swaps as of December 31, 2017. The Company posted $500 thousand of securities as collateral on interest rate swaps at December 31, 2016. Additionally, as of December 31, 2017 and December 31, 2016, the counterparties posted collateral on interest rate swaps in the amount of $1.3 million and $968 thousand, respectively. If the Company had breached any of these provisions at December 31, 2017 it would have been required to settle its obligation under the agreement at the termination value and could have been required to pay any additional amounts due in excess of amounts previously posted as collateral with the counterparty. The Company had not breached any provisions at December 31, 2017. Cash Flow Hedges of Interest Rate Risk The Company’s objectives in using interest rate derivatives designated as cash flow hedges are to add stability to interest expense on borrowings and to manage its exposure to interest rate movements. To accomplish these objectives, the Company has entered into one forward starting interest rate swap with a notional amount of $200.0 million with a commercial bank effective April 1, 2019 and maturing April 1, 2024 as part of its interest rate risk management strategy. This interest rate swap is designated as a cash flow hedge and involves the receipt of variable rate amounts from the counterparty in exchange for the Company making fixed interest payments. For derivatives designated as cash flow hedges, the effective portion of changes in the fair value of the derivative is initially reported in other comprehensive income (outside of earnings), net of tax, and subsequently reclassified to earnings when the hedged transaction affects earnings, and the ineffective portion of changes in the fair value of the derivative is recognized directly in earnings. The Company assesses the effectiveness of each hedging relationship by comparing the changes in cash flows of the derivative hedging instrument with the changes in cash flows of the designated hedged transactions. The Company did not recognize any hedge ineffectiveness in earnings during the period ended December 31, 2017. The table below presents the fair value of the Company’s derivative financial instruments designated as hedging instruments as well as their classification on the consolidated statements of condition as of December 31, 2017: As of December 31, 2017 Asset derivatives (dollars in thousands) Notional Fair value (1) Interest rate swap agreements $ $ Total derivatives $ $ (1) Included in other assets in our Consolidated Statements of Financial Condition. The Company estimated that none of the existing gains that are reported in accumulated other comprehensive income at December 31, 2017 are expected to be reclassified into earnings within the next twelve months. The table below presents the pre-tax net gains of the Company’s cash flow hedge for the period ended December 31, 2017 and where they were recorded in our Consolidated Statements of Financial Condition. For the year ended December 31, 2017 (dollars in thousands) Amount of Gain Amount of Gain Interest rate swap agreements $ $ — Total derivatives $ $ —

PARENT COMPANY FINANCIAL INFORM

PARENT COMPANY FINANCIAL INFORMATION	12 Months Ended
	Dec. 31, 2017
PARENT COMPANY FINANCIAL INFORMATION
PARENT COMPANY FINANCIAL INFORMATION	27. PARENT COMPANY FINANCIAL INFORMATION Beneficial Bancorp, Inc. CONDENSED STATEMENTS OF FINANCIAL CONDITION — PARENT COMPANY ONLY December 31, (Dollars in thousands) 2017 2016 ASSETS Cash on deposit at the Bank $ $ Interest-bearing deposit at the Bank Investment in the Bank Investment in Statutory Trust Investment securities available-for-sale — Receivable from the Bank Other assets TOTAL ASSETS $ $ LIABILITIES AND SHAREHOLDERS’ EQUITY LIABILITIES: Accrued and other liabilities $ $ Accrued interest payable Statutory Trust Debenture Total liabilities COMMIITMENTS AND CONTINGENCIES STOCKHOLDERS’ EQUITY Preferred Stock - $.01 par value; 100,000,000 shares authorized, none issued or outstanding as of December 31, 2017 and 2016 — — Common Stock - $.01 par value 500,000,000 shares authorized, 84,503,580 and 83,383,917 issued and 75,829,537 and 75,637,684 outstanding, as of December 31, 2017 and 2016, respectively. Additional paid-in capital Unearned common stock held by employee savings and stock ownership plan ) ) Retained earnings (partially restricted) Accumulated other comprehensive loss ) ) Treasury Stock at cost, 8,674,043 shares and 7,746,233 shares at December 31, 2017 and 2016, respectively ) ) Total stockholders’ equity TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ $ Beneficial Bancorp, Inc. CONDENSED STATEMENTS OF OPERATIONS — PARENT COMPANY ONLY December 31, (Dollars in thousands) 2017 2016 2015 INCOME Interest on interest-bearing deposits with the bank $ $ $ Realized gain on securities available-for-sale securities — — Other income Total income EXPENSES Expenses paid to the Bank Interest expense Other expenses Total expenses (Loss) Income before income tax (benefit) expense and equity in undistributed net income of affiliates ) Income tax (benefit) expense ) Equity in undistributed net income of the Bank Net income $ $ $ Beneficial Bancorp, Inc. CONDENSED STATEMENTS OF COMPREHENSIVE INCOME — PARENT COMPANY ONLY (Dollars in thousands) For the Years Ended December 31, 2017, 2016 and 2015 For the Year Ended December 31, 2017 2016 2015 Net Income $ $ $ Other comprehensive income, net of tax: Securities available for sale and transferred securities: Unrealized holding losses on available for sale securities arising during the period (net of deferred tax of $336, $1,048, and $1,564 for the years ended December 31, 2017, 2016, and 2015, respectively) ) ) ) Accretion of unrealized losses on available-for-sale securities transferred to held-to-maturity (net of deferred tax of $291, $303, and $303 for the years ended December 31, 2017, 2016, and 2015, respectively) Reclassification adjustment for net losses on available for sale securities included in net income (net of tax of $2, $5, and $7 for the years ended December 31, 2017, 2016, and 2015, respectively) Cash flow hedge: Unrealized gain on cash flow hedge arising during the period (net of deferred tax of $335 for the year ended December 31, 2017) — — Defined benefit pension plans: Pension (losses) gains, other postretirement and postemployment benefit plan adjustments (net of tax of $436, $201, and $936 for the years ended December 31, 2017, 2016, and 2015, respectively) ) ) Total other comprehensive loss ) ) ) Comprehensive income $ $ $ See accompanying notes to the consolidated financial statements. Beneficial Bancorp, Inc. CONDENSED STATEMENTS OF CASH FLOW — PARENT COMPANY ONLY (Dollars in thousands) 2017 2016 2015 OPERATING ACTIVITIES: Net income $ $ $ Adjustments to reconcile net income/(loss) to net cash provided by operating activities: Equity in undistributed net earnings of subsidiaries ) ) ) Investment securities gains — ) Accrued interest payable Dividend from the Bank — Net intercompany transactions Amortization of debt premium on debenture Changes in assets and liabilities that provided (used) cash: Other liabilities ) Other assets ) Net cash provided by operating activities INVESTING ACTIVITIES: Sales of investment in available-for-sale securities — — Cash paid in business combination — ) — Net cash used in investing activities — ) — FINANCING ACTIVITIES: Net second-step proceeds transferred to the Bank — — ) Purchase of treasury stock ) ) — Cash dividend paid to stockholders ) ) — Proceeds from exercise of stock options Cash paid to tax authorities related to stock based compensation awards ) ) ) Excess tax benefit related to stock based compensation awards — Net cash used in financing activities ) ) ) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ) ) CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR CASH AND CASH EQUIVALENTS, END OF YEAR $ $ $ SUPPLEMENTAL DISCLOSURES OF CASH FLOW AND NON-CASH INFORMATION: Cash payments for interest $ $ $ Cash payments of income taxes — —

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2017
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	28. SUBSEQUENT EVENTS On January 25, 2018, the Company declared its seventh consecutive quarterly cash dividend of $0.06 per share. Additionally the Company declared a special dividend of $0.25 per share given our high capital levels and expected benefit to future earnings as a result of H.R. 1. Both dividends were payable on or after February 15, 2018, to common shareholders of record at the close of business on February 5, 2018.

SUMMARY OF SIGNIFICANT ACCOUN38

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2017
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation and Basis of Presentation	Principles of Consolidation and Basis of Presentation — The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Specifically, the financial statements include the accounts of the Bank, the Company’s wholly owned subsidiary, and the Bank’s wholly owned subsidiaries. The Bank’s wholly owned subsidiaries are: (i) Beneficial Advisors, LLC, which offers wealth management services and non-deposit investment products, (ii) Neumann Corporation, a Delaware corporation formed to manage certain investments, (iii) Beneficial Insurance Services, LLC, which provides insurance services to individual and business customers (iv) Beneficial Equipment Finance Corporation, a business equipment leasing company and (v) Neumann Finance Company, a majority owned subsidiary, formed to originate small business leases. Additionally, the Company has subsidiaries that hold other real estate acquired in foreclosure or transferred from the commercial real estate loan portfolio. All significant intercompany accounts and transactions have been eliminated. The various services and products support each other and are interrelated. Management makes significant operating decisions based upon the analysis of the entire Company and financial performance is evaluated on a company-wide basis. Accordingly, the various financial services and products offered are aggregated into one reportable operating segment: community banking as under guidance in the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC” or “codification”) Topic 280 for Segment Reporting.
Use of Estimates in the Preparation of Financial Statements	Use of Estimates in the Preparation of Financial Statements — These consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. The significant estimates include the allowance for loan losses, goodwill, other intangible assets, income taxes, postretirement benefits, and the fair value of investment securities. Actual results could differ from those estimates and assumptions.
Investment Securities	Investment Securities — The Company classifies and accounts for debt and equity securities as follows: Held-to-Maturity — Debt securities that management has the positive intent and ability to hold to maturity are classified as “held-to-maturity” and are recorded at amortized cost. Premiums are amortized and discounts are accreted using the interest method over the estimated remaining term of the underlying security. Available-for-Sale — Debt securities that will be held for indefinite periods of time, including equity securities with readily determinable fair values, that may be sold in response to changes to market interest or prepayment rates, needs for liquidity, and changes in the availability of and the yield of alternative investments, are classified as “available-for-sale” and recorded at fair value, with unrealized gains and losses excluded from earnings and reported net of tax in other comprehensive income. Realized gains and losses on the sale of investment securities are recorded as of trade date and reported in the consolidated statements of income and determined using the adjusted cost of the specific security sold. The Company determines whether any unrealized losses are temporary in accordance with guidance under FASB ASC Topic 320 for Investments — Debt and Equity Securities . The evaluation is based upon factors such as the creditworthiness of the issuers/guarantors, the underlying collateral, if applicable, and the continuing performance of the securities. Management also evaluates other facts and circumstances that may be indicative of an other-than-temporary impairment (“OTTI”) condition. This includes, but is not limited to, an evaluation of the type of security, length of time and extent to which the fair value has been less than cost, and near-term prospects of the issuer. In accordance with accounting guidance for equity securities, the Company evaluates its securities portfolio for other-than-temporary impairment throughout the year. Each investment that has an estimated fair value less than the book value is reviewed on a quarterly basis by management. Management considers at a minimum the following factors that, both individually or in combination, could indicate that the decline is other-than-temporary: (1) the length of time and the extent to which the fair value has been less than book value, (2) the financial condition and the near-term prospects of the issuer, and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. Among other factors that are considered in determining the Company’s intent and ability to maintain an investment is a review of the capital adequacy, interest rate risk profile and liquidity position of the Company. Declines in the fair value of held-to-maturity and available-for-sale securities below their cost that are deemed to be other-than-temporary are reflected in earnings as realized losses. Accounting guidance for debt securities requires the Company to assess whether the loss existed by considering whether (1) the Company has the intent to sell the security, (2) it is more likely than not that it will be required to sell the security before recovery, or (3) it does not expect to recover the entire amortized cost basis of the security. The guidance requires the Company to bifurcate the impact on securities where impairment in value was deemed to be other than temporary between the component representing credit loss and the component representing loss related to other factors. The portion of the fair value decline attributable to credit loss must be recognized through a charge to earnings. The difference between the fair market value and the credit loss is recognized in other comprehensive income. The Company invests in Federal Home Loan Bank of Pittsburgh (“FHLB”) stock as required to support borrowing activities, as detailed in Note 14 to these consolidated financial statements. Although FHLB stock is an equity interest in a FHLB, it does not have a readily determinable fair value because its ownership is restricted and it lacks a market. FHLB stock can be sold back only at its par value of $100 per share and only to the FHLBs or to another member institution. The Company evaluates this investment for impairment on the ultimate recoverability of the par value rather than by recognizing temporary declines in value. The Company reports its investment in FHLB stock at cost in the consolidated statements of financial condition. The Company reviews FHLB stock for impairment based on guidance from FASB ASC Topic 320 for Investments — Debt and Equity Securities and FASB ASC Topic 942 for Financial Services — Depository and Lending and has concluded that its investment is not impaired.
Loans and Leases	Loans and Leases — The Company’s loan and lease portfolio consists of commercial loans and leases, residential loans and consumer loans. Commercial loans and leases include commercial real estate loans, commercial construction loans, commercial business loans, shared national credits and small business commercial leases. Residential loans include residential mortgage loans secured primarily by first liens on one-to four-family residential properties. Consumer loans consist primarily of home equity loans and lines of credit, personal loans, automobile loans and education loans. Loan balances are stated at their principal balances, net of unamortized fees and costs. Interest on loans is calculated based upon the principal amount outstanding. Loan fees and certain direct loan origination costs are deferred and recognized as a yield adjustment over the life of the loans using the interest method. Generally, loans are placed on non-accrual status when the loan becomes 90 days delinquent and any collateral or discounted cash flow deficiency is charged-off. Unsecured consumer loans are typically charged-off when they become 90 days past due. In all cases, loans are placed on non-accrual or charged-off at an earlier date if collection of principal or interest is considered doubtful. Government guaranteed student loans greater than 90 days continue to accrue interest as they are government guaranteed with little risk of credit loss. When a loan is determined to be impaired, it is placed on non-accrual status and all interest that had been accrued and not collected is reversed against interest income. Payments received on non-accrual loans are applied to principal balances until paid in full and then to interest income. The Bank’s policy for returning a loan to accruing status requires the preparation of a well documented credit evaluation which includes the following: · A review of the borrower’s current financial condition in which the borrower must demonstrate sufficient cash flow to support the repayment of all principal and interest including any amounts previously charged-off; · An updated appraisal or home valuation which must demonstrate sufficient collateral value to support the debt; · Sustained performance based on the restructured terms for at least six consecutive months; · Approval by the Special Assets Committee which consists of the Chief Credit Officer, the Chief Financial Officer and other members of senior management.
Allowance for Loan and Lease Losses	Allowance for Loan and Lease Losses — The allowance for loan and lease losses is determined by management based upon portfolio segment, past experience, evaluation of estimated loss and impairment in the loan portfolio, current economic conditions and other pertinent factors. Management also considers risk characteristics by portfolio segments including, but not limited to, renewals and real estate valuations. The allowance for loan and lease losses is maintained at a level that management considers appropriate to provide for estimated losses and impairment based upon an evaluation of known and inherent risk in the loan portfolio. Loan impairment is evaluated based on the fair value of collateral or estimated net realizable value. While management uses the best information available to make such evaluations, future adjustments to the allowance may be necessary if economic conditions differ substantially from the assumptions used in making the evaluations. The allowance for loan and lease losses is established through a provision for loan losses charged to expense which is based upon past loan and loss experience and an evaluation of estimated losses in the current loan portfolio, including the evaluation of impaired loans. In addition, the FDIC and the Department, as an integral part of their examination process, periodically review our allowance for loan and lease losses and may require us to increase our provision for loan losses or recognize further loan charge-offs. Under the accounting guidance FASB ASC Topic 310 for Receivables , a loan is considered to be impaired when, based upon current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan. An insignificant delay or insignificant shortfall in amount of payments does not necessarily result in the loan being identified as impaired. When all or a portion of the loan is deemed uncollectible, the uncollectible portion is charged-off. The measurement is based either on the present value of expected future cash flows discounted at the loan’s effective interest rate, or the fair value of the collateral if the loan is collateral-dependent. Impairment losses are included in the provision for loan losses.
Troubled Debt Restructurings	Troubled Debt Restructurings — The Company considers a loan a TDR when the borrower is experiencing financial difficulty and the Company has granted a concession that it would not otherwise consider but for the borrower’s financial difficulties. A TDR includes a modification of debt terms or assets received in satisfaction of the debt (which may include foreclosure or deed in lieu of foreclosure) or a combination of types. The Company evaluates selective criteria to determine if a borrower is experiencing financial difficulty including the ability of the borrower to obtain funds from sources other than the Bank at market rates. The Company considers all TDR loans that are on non-accrual status to be impaired loans. The Company evaluates all TDR loans for impairment on an individual basis in accordance with ASC 310. We will not consider a loan a TDR if the loan modification was a result of a customer retention program.
Loans Acquired With Deteriorated Credit Quality	Loans Acquired With Deteriorated Credit Quality — The Company accounts for loans acquired with deteriorated credit quality in accordance with the provisions included in FASB ASC 310-30 Loans and Debt Securities Acquired with Deteriorated Credit Quality . For these loans, the Company determined that there is evidence of deterioration in credit quality since the origination of the loan and that it was probable, at the acquisition date, that the Company will be unable to collect all contractually required payments receivable. These loans are recorded at fair value, at the acquisition date, reflecting the present value of the amounts expected to be collected. Subsequently, the Company evaluates loans acquired with deteriorated credit quality individually for further impairment on a quarterly basis.
Loans Acquired Without Deteriorated Credit Quality	Loans Acquired Without Deteriorated Credit Quality — The Company accounts for loans acquired without deteriorated credit quality in accordance with the provisions included in FASB ASC 310-20 Receivables. These loans are recorded at fair value, at the acquisition date, and are subsequently reviewed on a quarterly basis to evaluate whether the remaining fair value mark is sufficient to cover expected losses over the remaining life of the loan portfolios.
Mortgage Banking Activities	Mortgage Banking Activities — The Company originates mortgage loans held for investment and for sale. At origination, mortgage loans are identified as either held for sale or held for investment. Mortgage loans held for sale are carried at the lower of cost or market, determined on a net aggregate basis. The Company originates residential mortgage loans for sale primarily to institutional investors, such as Fannie Mae. The Company retains the mortgage servicing rights (“MSRs”) for the loans sold to Fannie Mae. The Company elected the fair value measurement method to value its existing MSRs at fair value in accordance with ASC 860-50 . Under the fair value measurement method, the Company measures its MSRs at fair value at each reporting date and reports changes in the fair value of its MSRs in earnings in the period in which the changes occur.
SBA Loan Servicing	SBA Loan Servicing — The Company sells guaranteed portion of certain Small Business Administration (“SBA”) loans to third parties and retains servicing rights and receives servicing fees. All such transfers are accounted for as sales. While the Company may retain a portion of certain sold SBA loans, its continuing involvement in the portion of the loan that was sold is limited to certain servicing responsibilities. When the contractual servicing fees on loans sold with servicing retained are expected to be more than adequate compensation to a servicer for performing the servicing, a capitalized servicing asset is recognized. The Company accounts for the transfers and servicing of financial assets in accordance with ASC 860, Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities.
Bank Premises and Equipment	Bank Premises and Equipment — Bank premises and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using a straight-line method over the estimated useful lives of 10 to 40 years for buildings and three to 20 years for furniture, fixtures and equipment. Leasehold improvements are amortized using the straight-line method over the terms of the respective leases or the useful lives of the respective assets, whichever is less.
Real Estate Owned	Real Estate Owned — Real estate owned includes properties acquired by foreclosure or deed in-lieu of foreclosure and premises no longer used in operations. These assets are initially recorded at the lower of carrying value of the loan or estimated fair value less selling costs at the time of foreclosure and at the lower of the new cost basis or fair value less selling costs thereafter. Losses arising from foreclosure transactions are charged against the allowance for loan losses. The amounts recoverable from real estate owned could differ materially from the amounts used in arriving at the net carrying value of the assets at the time of foreclosure because of future market factors beyond the control of the Company. Costs relating to the development and improvement of real estate owned properties are capitalized to the extent realizable and supported by the fair value of the property less selling costs and other costs relating to holding the property that are charged to expense. Real estate owned is periodically evaluated for impairment and reductions in carrying value are recognized in the Company’s consolidated statements of operations as “classified loan and other real estate owned related expense.”
Income Taxes	Income Taxes — Deferred income taxes are recognized for the tax consequences of “temporary differences” by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. A deferred tax liability is recognized for temporary differences that will result in taxable amounts in future years. A deferred tax asset is recognized for temporary differences that will result in deductible amounts in future years and for carryforwards. A valuation allowance is recognized if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax asset will not be realized. The Company accounts for uncertain tax positions in accordance with FASB ASC Topic 740 for Income Taxes . The guidance clarifies the accounting and reporting for income taxes where interpretation of the tax law may be uncertain. The FASB prescribes a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of income tax uncertainties with respect to positions taken or expected to be taken in income tax returns. The uncertain tax liability for uncertain tax positions was zero at December 31, 2017 and December 31, 2016. The passage of H.R. 1 on December 22, 2017 lowered the federal corporate tax rate to 21% from 35%. Under ASC 740, the effects of changes in tax rates and laws on deferred tax balances are recorded as a component of income tax expense related to continuing operations for the period in which the law was enacted, even if the assets and liabilities related to items of accumulated other comprehensive income. The Company re-measured its net deferred tax assets at the current 21% federal corporate tax rate and, as a result, the Company recorded a one-time charge of $13.1 million of income tax expense during the year ended December 31, 2017. In addition, the FASB recently added a narrow-scope project on the reclassification of certain tax effects stranded in accumulated OCI and instructed the FASB staff to draft an exposure draft that would require the amounts to be reclassified to retained earnings. As of December 31, 2017, the Company had $5.0 million of tax effects stranded in accumulated OCI as a result of the passage of H.R. 1. The Company intends to comply with the final FASB guidance and will reclassify the amount stranded in accumulated OCI to retained earnings in the period the new guidance become effective.
Goodwill and Other Intangibles	Goodwill and Other Intangibles — Net assets of companies acquired in purchase transactions are recorded at fair value at the date of acquisition and, as such, the historical cost basis of individual assets and liabilities are adjusted to reflect their fair value. Finite lived intangibles are amortized on an accelerated or straight-line basis over the period benefited. In accordance with FASB ASC Topic 350 for Intangibles — Goodwill and Other , goodwill is not amortized but is reviewed for potential impairment on an annual basis, or if events or circumstances indicate a potential impairment, at the reporting unit level. The Company’s review for impairment includes an assessment of qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value, including goodwill. If it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value, including goodwill, the first step of the two-step quantitative goodwill impairment test is performed, which compares the fair value of the reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired. However, if the carrying amount of the reporting unit exceeds its fair value, an additional procedure must be performed. That additional procedure compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. An impairment loss is recorded to the extent that the carrying amount of goodwill exceeds its implied fair value. Other intangible assets subject to amortization are evaluated for impairment in accordance with applicable accounting guidance. An impairment loss will be recognized if the carrying amount of the intangible asset is not recoverable and exceeds fair value. The carrying amount of the intangible is considered not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use of the asset. The other intangibles are amortizing intangibles, which primarily consist of core deposit intangibles which are amortized over an estimated useful life of ten years.
Cash Surrender Value of Life Insurance	Cash Surrender Value of Life Insurance — The Company funds the purchase of insurance policies on the lives of certain officers and employees of the Company. The Company has recognized any change in cash surrender value of life insurance in non-interest income in the Company’s consolidated statements of operations. The Company has recognized insurance costs in non-interest expense in the Company’s consolidated statements of operations.
Comprehensive Income	Comprehensive Income — The Company presents a separate financial statement of comprehensive income that includes amounts from transactions and other events excluded from the Company’s consolidated statements of operations and recorded directly to retained earnings.
Pension and Other Postretirement Benefits	Pension and Other Postretirement Benefits — The Company currently provides certain postretirement benefits to qualified retired employees. These postretirement benefits principally pertain to health insurance coverage and life insurance. The cost of such benefits is accrued during the years the employee provides service. The Bank has noncontributory defined benefit pension plans covering many of its employees. Additionally, the Company sponsors nonqualified supplemental employee retirement plans for certain participants. The benefits associated with these arrangements and plans are earned over a service period, and the Company estimates the amount of expense applicable to each plan or contract. The estimated obligations for the plans and contracts are reflected as liabilities on the Company’s consolidated statements of condition.
Employee Savings and Stock Ownership Plan ("KSOP")	Employee Savings and Stock Ownership Plan (“KSOP”) — The Company accounts for its KSOP based on guidance set forth in FASB ASC Topic 715 for Compensation — Retirement Benefits . Shares are released to participants proportionately as the loan is repaid. If the Company declares a dividend, the dividends on the allocated shares would be recorded as dividends and charged to retained earnings. Dividends declared on common stock held by the KSOP and not allocated to the account of a participant can be used to repay the loan. Allocation of shares to the KSOP participants is contingent upon the repayment of the loan to the Company.
Stock Based Compensation	Stock Based Compensation — The Company accounts for stock awards and stock options granted to employees and directors based on guidance set forth in FASB ASC Topic 718 for Compensation — Stock Compensation . The Company recognizes the related expense for the options and awards over the service period using the straight-line method.
Earnings Per share	Earnings Per Share — The Company uses the two-class method to calculate earnings per share as the unvested restricted stock issued under the Company’s equity incentive plans are participating shares with nonforfeitable rights to dividends. Under the two-class method, earnings per common share are computed by dividing the sum of distributed earnings to common shareholders and undistributed earnings allocated to common shareholders by the weighted average number of common shares outstanding for the period. In applying the two-class method, undistributed earnings are allocated to both common shares and participating securities based on the number of weighted average shares outstanding during the period. Diluted earnings per share reflect additional common shares that would have been outstanding if options on common shares had been exercised, as well as any adjustment to income that would result from the assumed issuance. Potential common shares that may be issued by the Company relate solely to outstanding stock options, and are determined using the treasury stock method. The effects of options to issue common stock are excluded from the computation of diluted earnings per share in periods in which the effect would be antidilutive.
Cash and Cash Equivalents	Cash and Cash Equivalents — For purposes of the consolidated statements of cash flows, cash and cash equivalents include cash and balances due from banks, interest bearing deposits and federal funds sold.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In February 2018, the FASB issued ASU 2018-02: Income Statement — Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The amendments in this update allow for a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the passage of H.R. 1. The amendments in this update also require certain disclosures about stranded tax effects. Upon adoption of the ASU, an entity will be required to disclose a description of the accounting policy for releasing income tax effects from accumulated other comprehensive income. The amendments in this update are effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption of the amendments in this update is permitted, including adoption in any interim period, (1) for public business entities for reporting periods for which financial statements have not yet been issued and (2) for all other entities for reporting periods for which financial statements have not yet been made available for issuance. The amendments in this update should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in H.R. 1 is recognized. As of December 31, 2017, the Company had $5.0 million of tax benefits stranded in accumulated OCI as a result of the passage of H.R. 1. The Company intends to comply with the amendments in this update and will reclassify the amount stranded in accumulated OCI to retained earnings in the first quarter of 2018. In August 2017, the FASB issued ASU 2017-12: Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. The purpose of this updated guidance is to better align a company’s financial reporting for hedging activities with the economic objectives of those activities. ASU 2017-12 is effective for public business entities for fiscal years beginning after December 15, 2018, with early adoption, including adoption in an interim period, permitted. The Company plans to adopt ASU 2017-12 on January 1, 2019. ASU 2017-12 requires a modified retrospective transition method in which the Company will recognize the cumulative effect of the change on the opening balance of each affected component of equity in the statement of financial position as of the date of adoption. While the Company continues to assess all potential impacts of the standard, the Company currently expects adoption to have an immaterial impact to the consolidated financial statements. 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. The amendments in this update are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. 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 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. The Company evaluated the impact of this guidance and determined there was no significant impact to the consolidated financial statements. In February 2016, the FASB issued its new lease accounting guidance in ASU 2016-02: Leases (Topic 842). Under the new guidance, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. Public business entities should apply the amendments in ASU 2016-02 for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted for all public business entities upon issuance. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company is in the process of evaluating the impact of this guidance and anticipates an impact to the consolidated financial statements with regard to the Company’s operating lease agreements. In May 2014, the FASB issued ASU 2014-09 - Revenue from Contracts with Customers (Topic 606) and subsequent updates. This ASU clarifies the principles for recognizing revenue and develops a common standard for U.S. GAAP and International Financial Reporting Standards. The ASU establishes a core principle that requires an entity to identify the contract(s) with a customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract and recognize revenue when (or as) the entity satisfies a performance obligation. The ASU provides for improved disclosure requirements that require entities to disclose sufficient of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company adopted the guidance effective January 1, 2018 using the modified retrospective method. The Company’s revenue is the sum of net interest income and non-interest income. The scope of the guidance excludes nearly all net interest income as well as many other revenues for financial assets and liabilities including loans, leases, securities, and derivatives. The Company completed its review and determined that the majority of non-interest income revenue streams are within the scope of the new standard. Non-interest income streams that are out of scope of the new standard include BOLI, sales of investment securities, mortgage banking activities, and certain items within service charges and other income. Management reviewed contracts related to service charges on deposits, investment advisory commissions and fee income, insurance commission and fee income and certain items within other service charges and other income. The Company evaluated the impact of this ASU on the Company’s various revenue streams and, upon adoption on January 1, 2018 and going forward, does not anticipate a material impact to the consolidated financial statements. The Company is in the process of evaluating changes that may be necessary to applicable disclosures of disaggregation of total revenue, information about performance obligations, information about key judgments and estimates and policy decisions regarding revenue recognition.

ACQUISITION OF CONESTOGA BANK (

ACQUISITION OF CONESTOGA BANK (Tables)	12 Months Ended
	Dec. 31, 2017
ACQUISITION OF CONESTOGA BANK
Schedule of fair value of assets acquired and liabilities assumed	(In thousands) Consideration Paid Cash paid to Conestoga Bank $ Change in control payments Value of consideration Assets acquired: Cash and due from banks $ Investment securities FHLB stock Loans and leases Premises and equipment Bank owned life insurance Core deposit intangible Real estate owned Accrued interest receivable Deferred tax asset Other assets Total assets Liabilities assumed: Deposits $ Accrued interest payable Other liabilities Total liabilities Net assets acquired Goodwill resulting from acquisition of Conestoga Bank $ Goodwill Conestoga Bank reported as of December 31, 2016 $ Effect of adjustments to: Loans and leases ) Deferred tax asset Total adjustments ) Adjusted goodwill Conestoga Bank as of December 31, 2017 $
Schedule of actual operating results	(Dollars in thousands) Conestoga Bank Net interest income $ Non-interest income Non-interest expense ) Income taxes ) Net income $
Schedule of pro forma information	Pro forma (Dollars in thousands) December 31, 2016 December 31, 2015 Net interest income $ $ Provision for loan loss ) Non-interest income Non-interest expense ) ) Income taxes ) ) Net income $ $ Net earnings per share Basic $ $ Diluted $ $ Net earnings per share Basic Diluted
Loans acquired - not subject to FASB ASC 310-30
ACQUISITION OF CONESTOGA BANK
Schedule of fair value of acquired loans	(Dollars in thousands) Contractually required principal and interest at acquisition $ Contractual cash flows not expected to be collected (credit mark) Expected cash flows at acquisition Interest rate premium mark Fair value of acquired loans not accounted for under FASB ASC 310-30 $
Acquired Credit Impaired
ACQUISITION OF CONESTOGA BANK
Schedule of fair value of acquired loans	(Dollars in thousands) Contractually required principal and interest at acquisition $ Contractual cash flows not expected to be collected (nonaccretable difference) Expected cash flows at acquisition Interest component of expected cash flows (accretable discount) Fair value of acquired loans accounted for under FASB ASC 310-30 $

CHANGES IN AND RECLASSIFICATI40

CHANGES IN AND RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME LOSS (Tables)	12 Months Ended
	Dec. 31, 2017
CHANGES IN AND RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME LOSS
Schedule of changes in the balances of each component of accumulated other comprehensive income	Net unrealized holding gains Defined benefit available-for-sale pension plan Cash Flow (Dollars in thousands) securities items Hedge Total Beginning balance, January 1, 2017 $ ) $ ) $ — $ ) Changes in other comprehensive loss before reclassifications: Unrealized holding losses on AFS securities ) — — ) Accretion of unrealized losses on AFS securities transferred to HTM — — Pension, other postretirement and postemployment benefit plan adjustments — ) — ) Unrealized gain on cash flow hedge — — Amount reclassified from accumulated other comprehensive loss — Net current-period other comprehensive (loss) income ) ) ) Ending balance, December 31, 2017 $ ) $ ) $ $ ) (Dollars in thousands) Net unrealized Defined benefit Total Beginning balance, January 1, 2016 $ $ ) $ ) Changes in other comprehensive loss before reclassifications: Unrealized holding losses on AFS securities ) — ) Accretion of unrealized losses on AFS securities transferred to HTM — Pension, other postretirement and postemployment benefit plan adjustments — ) ) Amount reclassified from accumulated other comprehensive loss Net current-period other comprehensive loss ) ) ) Ending balance, December 31, 2016 $ ) $ ) $ ) (Dollars in thousands) Net unrealized Defined benefit Total Beginning balance, January 1, 2015 $ $ ) $ ) Changes in other comprehensive loss before reclassifications: Unrealized holding gains on AFS securities ) — ) Unrealized losses on AFS securities transferred to HTM Accretion of unrealized losses on AFS securities transferred to HTM — Pension, other postretirement and postemployment benefit plan adjustments — Amount reclassified from accumulated other comprehensive loss Net current-period other comprehensive income (loss) ) ) Ending balance, December 31, 2015 $ $ ) $ )
Schedule of reclassifications out of AOCI by component	For the Year Ended December 31, 2017 (Dollars in thousands) Details about accumulated Amount reclassified Affected line item in Unrealized gains and losses on available-for-sale securities $ Net loss on sale of investment securities ) Income tax benefit $ Net of tax Amortization of defined benefit pension items Transition obligation $ (1) Other non-interest expense Prior service costs )(1) Other non-interest expense Net recognized actuarial losses (1) Other non-interest expense $ Total before tax ) Income tax benefit $ Net of tax (1) These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension cost. See Note 18 - Pension and Other Postretirement Benefits for additional details. For the Year Ended December 31, 2016 (Dollars in thousands) Details about accumulated Amount reclassified Affected line item in Unrealized gains and losses on available-for-sale securities $ Net loss on sale of investment securities ) Income tax benefit $ Net of tax Amortization of defined benefit pension items Transition obligation $ (1) Other non-interest expense Prior service costs )(1) Other non-interest expense Net recognized actuarial losses (1) Other non-interest expense Total before tax ) Income tax benefit $ Net of tax (1) These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension cost. See Note 18 - Pension and Other Postretirement Benefits for additional details. For the Year Ended December 31, 2015 (Dollars in thousands) Details about accumulated Amount reclassified Affected line item in Unrealized gains and losses on available-for-sale securities $ Net loss on sale of investment securities ) Income tax benefit $ Net of tax Amortization of defined benefit pension items Transition obligation $ (1) Other non-interest expense Prior service costs )(1) Other non-interest expense Net recognized actuarial losses (1) Other non-interest expense Total before tax ) Income tax benefit $ Net of tax (1) These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension cost. See Note 18 - Pension and Other Postretirement Benefits for additional details.

EARNINGS PER SHARE (Tables)

EARNINGS PER SHARE (Tables)	12 Months Ended
	Dec. 31, 2017
EARNINGS PER SHARE
Schedule of calculation of basic and diluted earnings per share	(Dollars in thousands, except share and per share For the Year Ended amounts) 2017 2016 2015 Basic and diluted earnings per share: Net income attributable to Beneficial Bancorp, Inc. $ $ $ 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 years ended December 31, 2017 and 2016 do not include unvested restricted stock awards.

INVESTMENT SECURITIES (Tables)

INVESTMENT SECURITIES (Tables)	12 Months Ended
	Dec. 31, 2017
INVESTMENT SECURITIES
Amortized cost and estimated fair value of investments in debt and equity securities	December 31, 2017 Investment Securities Available-for-Sale Gross Gross Estimated Amortized Unrealized Unrealized Fair (Dollars in thousands) Cost Gains Losses Value Equity Securities $ $ $ — $ U.S. Government Sponsored Enterprise (“GSE”) and Agency Notes — Ginnie Mae guaranteed mortgage securities — GSE mortgage-backed securities GSE collateralized mortgage obligations Municipal bonds — Corporate Securities — Money markets and mutual funds — Total $ $ $ $ December 31, 2017 Investment Securities Held-to-Maturity Gross Gross Estimated Amortized Unrealized Unrealized Fair Cost Gains Losses Value GSE mortgage-backed securities $ $ $ $ GSE & Agency collateralized mortgage obligations — Municipal bonds — Foreign bonds — Total $ $ $ $ December 31, 2016 Investment Securities Available-for-Sale Gross Gross Estimated Amortized Unrealized Unrealized Fair (Dollars in thousands) Cost Gains Losses Value U.S. Government Sponsored Enterprise (“GSE”) and Agency Notes $ $ $ — $ Ginnie Mae guaranteed mortgage securities — GSE mortgage-backed securities Collateralized mortgage obligations Municipal bonds — Corporate Securities Money market, mutual funds and certificates of deposit — Total $ $ $ $ December 31, 2016 Investment Securities Held-to-Maturity Gross Gross Estimated Amortized Unrealized Unrealized Fair Cost Gains Losses Value GSE mortgage-backed securities $ $ $ $ Collateralized mortgage obligations Municipal bonds — Foreign bonds — Total $ $ $ $
Summary of continuous unrealized loss position for periods of less than 12 months and 12 months or longer	At December 31, 2017 Less than 12 months 12 months or longer Total Unrealized Unrealized Unrealized (Dollars in thousands) Fair Value Losses Fair Value Losses Fair Value Losses U.S. Government Sponsored Enterprise (“GSE”) and Agency Notes $ $ $ — $ — $ $ Mortgage-backed securities Collateralized mortgage obligations Subtotal, debt securities $ $ $ $ $ $ Mutual Funds — — Total temporarily impaired securities $ $ $ $ $ $ At December 31, 2016 Less than 12 months 12 months or longer Total Unrealized Unrealized Unrealized (Dollars in thousands) Fair Value Losses Fair Value Losses Fair Value Losses Mortgage-backed securities $ $ $ $ $ $ Corporate Securities — — Collateralized mortgage obligations Subtotal, debt securities $ $ $ $ $ $ Mutual Funds — — Total temporarily impaired securities $ $ $ $ $ $
Summary of maturities investment securities	December 31, 2017 December 31, 2016 Amortized Estimated Amortized Estimated (Dollars are in thousands) Cost Fair Value Cost Fair Value Available-for-sale: Due in one year or less $ — $ — $ — $ — Due after one year through five years Due after five years through ten years Due after ten years — — — — Mortgage-backed securities Equity Securities Money market and mutual funds Total $ $ $ $ Held-to-maturity: Due in one year or less $ $ $ $ Due after one year through five years Due after five years through ten years — — — — Due after ten years — — — — Mortgage-backed securities Total $ $ $ $

LOANS (Tables)

LOANS (Tables)	12 Months Ended
	Dec. 31, 2017
LOANS
Summary of loans	December 31, 2017 (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 $ $ $ $ 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 loans and recorded investment by loan portfolio	COMMERCIAL RESIDENTIAL CONSUMER December 31, 2017 Real Business Small Construction Real Home Personal Education Auto Total Allowance for loan losses: Beginning balance $ $ $ $ $ $ $ $ $ $ Charge-offs ) ) ) — ) ) ) ) ) ) Recoveries — Provision (credit) ) ) ) ) ) Allowance ending balance $ $ $ $ $ $ $ $ $ $ Allowance ending balance Individually evaluated for impairment $ — $ $ — $ — $ — $ — $ — $ — $ — $ Collectively evaluated for impairment 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. COMMERCIAL RESIDENTIAL CONSUMER December 31, 2015 Real Business Construction Real Home Personal Education Auto Unallocated Total Allowance for credit losses: Beginning balance $ $ $ $ $ $ $ $ $ $ Charge-offs ) ) — ) ) ) ) ) — ) Recoveries — — Provision (credit) ) ) ) ) ) ) ) Allowance ending Balance $ $ $ $ $ $ $ $ $ — $ Allowance ending balance Individually evaluated for impairment $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — Collectively evaluated for impairment $ — $ Total Allowance $ $ $ $ $ $ $ $ $ — $ Financing receivable: Ending balance Individually evaluated for impairment $ $ $ $ $ $ $ — $ — $ — $ Collectively evaluated for impairment — 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	2017 2016 Outstanding principal balance $ $ Carrying amount
Schedule of changes in the accretable discount on loans acquired with deteriorated credit quality	Accretable (Dollars in thousands) Discount Balance, April 14, 2016 $ Accretion ) Balance, December 31, 2016 Accretion ) Balance, December 31, 2017 $
Schedule of delinquent and non-accrual loans in the Company's portfolio	Analysis of Past Due and Non-accrual Financing Receivables As of December 31, 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 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 $6.6 million of loans acquired with deteriorated credit quality, 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 $11.8 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	December 31, December 31, December 31, 2017 2016 2015 (Dollars in thousands) No. of Loans Balance No. of Loans Balance No. of Loans Balance Commercial: Commercial real estate $ $ — $ — Commercial business loans — — Commercial construction — — — — — — Total Commercial — — Residential: Residential real estate Total real estate loans Consumer loans: Home equity & lines of credit — — Personal — — — — — — Total consumer loans — — Total loans $ $ $
Summary of troubled debt restructured loans	For the Year Ended (Dollars in thousands, except number of loans) No. of Loans Balance Loans modified during the period in a manner that met the definition of a TDR $ Modifications granted: Reduction of outstanding principal due — — Deferral of principal amounts due Temporary reduction in interest rate Deferral of interest due — — Below market interest rate granted — — Release of collateral — — Outstanding principal balance immediately before modification Outstanding principal balance immediately after modification Aggregate principal charge-off recognized on TDRs outstanding at period end since origination Outstanding principal balance at period end TDRs that re-defaulted subsequent to being modified (in the past twelve months) For the Year Ended (Dollars in thousands, except number of loans) No. of Loans Balance Loans modified during the period in a manner that met the definition of a TDR $ Modifications granted: Reduction of outstanding principal due — — Deferral of principal amounts due Temporary reduction in interest rate — — Deferral of interest due — — Below market interest rate granted — — Release of collateral — — Outstanding principal balance immediately before modification Outstanding principal balance immediately after modification Aggregate principal charge-off recognized on TDRs outstanding at period end since origination Outstanding principal balance at period end TDRs that re-defaulted subsequent to being modified (in the past twelve months) For the Year Ended (Dollars in thousands, except number of loans) No. of Loans Balance Loans modified during the period in a manner that met the definition of a TDR $ Modifications granted: Reduction of outstanding principal due — — Deferral of principal amounts due Temporary reduction in interest rate Deferral of interest due — — Below market interest rate granted — — Release of collateral — — Outstanding principal balance immediately before modification Outstanding principal balance immediately after modification Aggregate principal charge-off recognized on TDRs outstanding at period end since origination Outstanding principal balance at period end TDRs that re-defaulted subsequent to being modified (in the past twelve months) — —
Summary of components of impaired loans	Impaired Loans For the Year Ended December 31, 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: $ $ $ — $ $ $ — Impaired loans with a related specific allowance recorded: Commercial Business $ $ $ $ $ — $ — Total impaired loans with a related specific allowance recorded: $ $ $ $ $ — $ — 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 small business leases — — — — — Commercial Construction — — — — — — Residential Real Estate — — — Home Equity and Lines of Credit — — — Personal — — — Education — — — — — Auto — — — — — Total Impaired Loans: $ $ $ — $ $ $ — Commercial — — Residential — — — Consumer — — — Total $ $ $ — $ $ $ — Impaired Loans For the Year Ended December 31, 2015 (Dollars in thousands) Recorded Unpaid Related Average Interest Interest Impaired loans with no related specific allowance recorded: Commercial Real Estate $ $ $ — $ $ — $ — Commercial Business — — — Commercial Construction — — — Residential Real Estate — — Home Equity and Lines of Credit — — — Personal — — — — — Education — — — — — — Auto — — — — — Total Impaired Loans: $ $ $ — $ $ $ — Commercial — — — Residential — — Consumer — — — Total $ $ $ — $ $ $ —
Consumer
LOANS
Schedule of amounts and percentage of the portfolio of classified asset categories	Credit Risk Internally Assigned (Dollars in thousands) December31, 2017 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	Credit Risk Internally Assigned (Dollars in thousands) December 31, 2017 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 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 $ % $ % $ % $ % $ % $ %

ACCRUED INTEREST RECEIVABLE (Ta

ACCRUED INTEREST RECEIVABLE (Tables)	12 Months Ended
	Dec. 31, 2017
ACCRUED INTEREST RECEIVABLE
Schedule of information on accrued interest receivable	2017 2016 (Dollars in thousands) Amount % of Total Amount % of Total Interest-bearing deposits $ % $ % Investment securities % % Loans % % Total accrued interest receivable $ % $ %

BANK PREMISES AND EQUIPMENT (Ta

BANK PREMISES AND EQUIPMENT (Tables)	12 Months Ended
	Dec. 31, 2017
BANK PREMISES AND EQUIPMENT
Schedule of components of premises and equipment	(Dollars in thousands) 2017 2016 Land $ $ Bank premises Furniture, fixtures and equipment Leasehold improvements Construction in progress Total Accumulated depreciation and amortization ) ) Total $ $

GOODWILL AND OTHER INTANGIBLES

GOODWILL AND OTHER INTANGIBLES (Tables)	12 Months Ended
	Dec. 31, 2017
GOODWILL AND OTHER INTANGIBLES
Schedule of goodwill and other intangibles	(Dollars in thousands) Goodwill Core Deposit Customer Balance at January 1, 2017 $ $ $ Adjustments: Adjustment for Conestoga Bank ) — — Amortization — ) ) Balance at December 31, 2017 $ $ $ (Dollars in thousands) Goodwill Core Deposit Customer Balance at January 1, 2016 $ $ $ Adjustments: Additions — Amortization — ) ) Balance at December 31, 2016 $ $ $
Schedule of amortizing intangible assets	2017 2016 (Dollars in thousands) Gross Accumulated Net Gross Accumulated Net Amortizing Intangibles: Core Deposits $ $ ) $ $ $ ) $ Customer Relationships ) ) Total Amortizing Intangibles $ $ ) $ $ $ ) $
Schedule of expected amortization expense	(Dollars in thousands) Year Expense 2018 2019 2020 2021 2022 2023 and thereafter

OTHER ASSETS (Tables)

OTHER ASSETS (Tables)	12 Months Ended
	Dec. 31, 2017
OTHER ASSETS
Schedule of other assets	December 31, December 31, (Dollars in thousands) 2017 2016 Investments in affordable housing and other partnerships $ $ Prepaid assets Net deferred tax assets Other real estate Fixed assets held for sale — Servicing rights All other assets Total other assets $ $

DEPOSITS (Tables)

DEPOSITS (Tables)	12 Months Ended
	Dec. 31, 2017
DEPOSITS
Schedule of major classifications of deposits	% of Total % 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 $ % $ %
Schedule of time deposit accounts outstanding	(Dollars in thousands) Year Balance 2018 $ 2019 2020 2021 2022 2023 and thereafter

BORROWED FUNDS (Tables)

BORROWED FUNDS (Tables)	12 Months Ended
	Dec. 31, 2017
BORROWED FUNDS
Schedule of borrowed funds	December 31, (Dollars in thousands) 2017 2016 FHLB advances $ $ Statutory trust debenture Total borrowings $ $
Schedule of advances from the FHLB that bear fixed interest rates with remaining periods until maturity	December 31, (Dollars in thousands) 2017 2016 Due in one year or less $ $ Due after one year through five years Total FHLB advances $ $
Schedule of weighted average interest rates of borrowings	2017 2016 Weighted average interest rate during period: Federal Home Loan Bank advances % % Federal Home Loan Bank overnight borrowings Federal Reserve Bank of Philadelphia overnight borrowings Statutory Trust Debenture Other

OTHER LIABILITIES (Tables)

OTHER LIABILITIES (Tables)	12 Months Ended
	Dec. 31, 2017
OTHER LIABILITIES
Schedule of other liabilities	December 31, 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 REQUIREMEN51

REGULATORY CAPITAL REQUIREMENTS (Tables)	12 Months Ended
	Dec. 31, 2017
REGULATORY CAPITAL REQUIREMENTS
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 December 31, 2017: Tier 1 Leverage (to average assets) $ % $ % $ % Common Equity Tier 1 Capital (to risk weighted assets) % % % Tier 1 Capital (to risk weighted assets) % % % Total Capital (to risk weighted assets) % % % As of December 31, 2016: Tier 1 Leverage (to average assets) $ % $ % $ % Common Equity Tier 1 Capital (to risk weighted assets) % % % Tier 1 Capital (to risk weighted assets) % % % Total Capital (to risk weighted assets) % % %
The Bank
REGULATORY CAPITAL REQUIREMENTS
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 December 31, 2017: Tier 1 Leverage (to average assets) $ % $ % $ % Common Equity Tier 1 Capital (to risk weighted assets) % % % Tier 1 Capital (to risk weighted assets) % % % Total Capital (to risk weighted assets) % % % As of December 31, 2016: Tier 1 Leverage (to average assets) $ % $ % $ % Common Equity Tier 1 Capital (to risk weighted assets) % % % Tier 1 Capital (to risk weighted assets) % % % Total Capital (to risk weighted assets) % % %

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
	Dec. 31, 2017
INCOME TAXES
Schedule of provision for income taxes	(Dollars in thousands) 2017 2016 2015 Current federal taxes $ $ $ Current state and local taxes Deferred federal and state taxes Total $ $ $
Schedule of income tax reconciliation	2017 2016 2015 Tax at statutory rate $ % $ % $ % Increase/(reduction) in taxes resulting from: Tax-exempt income ) ) ) ) ) ) State and local income taxes Employee benefit programs ) ) ) ) ) ) Federal income tax credits ) ) ) ) ) ) Valuation allowances — state and local income taxes/OTTI ) ) ) ) Section 162(m): Limit on Compensation — — Other ) ) Subtotal $ % $ % $ % Impact of change in tax law — — — — Total $ % $ % $ %
Schedule of significant portions of the deferred tax accounts	(Dollars in thousands) 2017 2016 Deferred tax assets: Reserve for bad debts $ $ Pension and postretirement liabilities (ASC 715) Federal income tax credits — Deferred compensation State net operating loss carryover / state credits Purchase accounting adjustments Lease accounting OREO Premises and equipment — Available-for-sale securities Accrued expenses and other Less: Valuation Allowance ) ) Total Deferred tax liabilities: Pension and postretirement benefits Intangibles Premises and equipment — Prepaid expenses and deferred loan costs Mortgage servicing rights and other Total Net deferred tax assets $ $

PENSION AND OTHER POSTRETIREM53

PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS (Tables)	12 Months Ended
	Dec. 31, 2017
PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS
Schedule of changes in benefit obligations and plan assets of pension and postretirement benefits	Pension Other Postretirement Benefits Benefits (Dollars in thousands) 2017 2016 2017 2016 Change in Benefit Obligation Benefit obligation at beginning of year $ $ $ $ Business combination — — — Service cost — — Interest cost Participants’ contributions — — Actuarial loss/(gain) Benefits paid ) ) ) ) Benefit obligation at end of year $ $ $ $ Change in Assets Fair value of assets at beginning of year $ $ $ — $ — Business combination — — — Actual gain/(loss) return on assets — — Employer contribution Participants’ contributions — — Expense ) ) — — Benefits paid ) ) ) ) Fair value of assets at end of year $ $ $ — $ —
Schedule of reconciliation of the funded status of the pension and postretirement benefits	Other Pension Postretirement (Dollars in thousands) 2017 2016 2017 2016 Projected benefit obligation $ $ $ $ Fair value of plan assets — — Accrued pension cost $ $ $ $
Schedule of amounts recognized in accumulated other comprehensive income of the pension and postretirement benefits	Pension Other (Dollars in thousands) 2017 2016 2017 2016 Net loss $ $ $ $ Prior service cost — — ) )
Schedule of significant assumptions used to calculate the net periodic pension cost and obligation	Pension Benefits Other Postretirement 2017 2016 2015 2017 2016 2015 Consolidated Pension Plan Discount rate for periodic pension cost % % % Discount rate for benefit obligation % % % Expected long-term rate of return on plan assets % % % Beneficial Bank Plans Discount rate for periodic pension cost % % % Discount rate for benefit obligation % % % FMS Plan Discount rate for periodic pension cost % % % Discount rate for benefit obligation % % %
Schedule of components of net pension cost	(Dollars in thousands) Pension Benefits Other Postretirement Benefits Cost 2017 2016 2015 2017 2016 2015 Service cost $ — $ — $ — $ $ $ Interest cost Expected return on assets ) ) ) — — — Amortization of transition obligation — — — Amortization of prior service cost — — — ) ) ) Recognized net actuarial loss Net periodic pension (benefit) cost $ ) $ ) $ ) $ $ $
Effect of one-percentage-point increase or decrease on total of service and interest cost components	(Dollars in thousands) 1.0% 1.0% Accumulated postretirement benefit obligation $ $ ) Service and interest cost )
Schedule of expected future benefit payments	(Dollars in thousands) Pension Benefits Other Postretirement Benefits $ $ 2023-2027 2023-2027
Schedule of fair value of plan assets	Category Used for Fair Value Measurement December 31, 2017 December 31, 2016 (Dollars in thousands) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Mutual Funds: Large cap $ $ — $ — $ $ $ — $ — $ Mid cap — — — — Small cap — — — — International — — — — Global Managed Volatility — — — — US Managed Volatility — — — — Fixed Income — — — — U.S. Government Agencies — — — — Accrued Income — — — — Total $ $ — $ — $ $ $ — $ — $
Schedule of weighted average asset allocations	Pension December 31, 2017 2016 Domestic equity securities % % Fixed Income % % U.S. Government Agencies % % International equity securities % % Accrued income % % Total % %

STOCK BASED COMPENSATION (Table

STOCK BASED COMPENSATION (Tables)	12 Months Ended
	Dec. 31, 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, December 31, 2017 Summary of Non-vested Stock Award Activity Number of Weighted Non-vested Stock Awards outstanding, January 1, 2016 $ Issued Vested ) Forfeited ) Non-vested Stock Awards outstanding, December 31, 2016
Summary of stock option activity	Number of Options Weighted Exercise January 1, 2017 $ Granted — — Exercised ) Forfeited ) Expired — — December 31, 2017 Number of Options Weighted Exercise January 1, 2016 $ Granted — — Exercised ) Forfeited ) Expired ) December 31, 2016
Schedule of weighted average assumptions used to calculate the fair value of the options	For the Year Ended 2015 Weighted average fair value of options granted $ Weighted average risk-free rate of return % Weighted average expected option life in months Weighted average expected volatility % Expected dividends $ —

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Tables)	12 Months Ended
	Dec. 31, 2017
COMMITMENTS AND CONTINGENCIES
Minimum rental payments to lessors under non-cancelable operating lease agreements	(Dollars in thousands) 2018 $ 2019 2020 2021 2022 Thereafter $

FAIR VALUE OF FINANCIAL INSTR56

FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)	12 Months Ended
	Dec. 31, 2017
FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair value of assets and liabilities measured on a recurring basis	Those assets which will continue to be measured at fair value on a recurring basis are as follows at December 31, 2017: Category Used for Fair Value Measurement (Dollars in thousands) Level 1 Level 2 Level 3 Total Assets: Mortgage servicing rights $ — $ — $ $ SBA servicing rights — — Investment securities available for sale: U.S. GSE and agency notes — — Ginnie Mae guaranteed mortgage securities — — GSE collateralized mortgage obligations (“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 Year Ended December 31, 2017 December 31, 2016 (Dollars in thousands) Mortgage Servicing Mortgage Servicing Balance, January 1, $ $ Additions Payments ) ) Increase (decrease) in fair value due to changes in valuation inputs or assumptions Balance, December 31, $ $ For the Year Ended December 31, 2017 December 31, 2016 (Dollars in thousands) SBA Servicing SBA Servicing Balance, January 1, $ $ — Additions Payments ) ) Decrease in fair value due to changes in valuation inputs or assumptions ) ) Balance, December 31, $ $
Assets measured at fair value on a nonrecurring basis	(Dollars in thousands) Balance Level 1 Level 2 Level 3 Gain/(Losses) Impaired loans $ — — $ $ ) Other real estate owned — — — (Dollars in thousands) Balance Level 1 Level 2 Level 3 Gain/(Losses) Impaired loans $ $ — $ — $ $ ) Other real estate owned — — —
Schedule of carrying and estimated fair value of financial assets and liabilities	Fair Value of Financial Instruments At At Estimated Estimated Fair Value Carrying Fair Carrying Fair (Dollars in thousands) Hierarchy Level Amount Value Amount Value Assets: Cash and cash equivalents Level 1 $ $ $ $ Securities available for sale See previous table Securities held to maturity Level 2 FHLB stock Level 3 Loans 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 2 Certificates of Deposit Level 2 Borrowed funds Level 2 Interest rate swaps and other contracts Level 2 Accrued interest payable Level 2

MERGER AND RESTRUCTURING CHAR57

MERGER AND RESTRUCTURING CHARGES (Tables)	12 Months Ended
	Dec. 31, 2017
MERGER AND RESTRUCTURING CHARGES
Schedule of current merger and restructuring accrual	(Dollars in thousands) Severance Contract termination, Total Accrued at December 31, 2016 $ $ $ Accrued during the year — — — Paid during the year ) ) ) Accrued at December 31, 2017 $ $ $

SERVICING RIGHTS (Tables)

SERVICING RIGHTS (Tables)	12 Months Ended
	Dec. 31, 2017
Residential Mortgage Servicing Rights
SERVICING RIGHTS
Schedule of analysis of the activity in the company's servicing rights	Residential Mortgage Servicing Rights For the Year Ended December 31, (Dollars in thousands) 2017 2016 2015 Balance, January 1, $ $ $ Additions Increases (decreases) in fair value due to: Changes in valuation input or assumptions ) Paydowns ) ) ) Balance, December 31, $ $ $
Schedule of sensitivity of the current fair value of servicing rights favorable and unfavorable changes in key economic assumptions	Residential Residential Mortgage Servicing Rights Mortgage Servicing Rights (Dollars in thousands) December 31, 2017 December 31, 2016 Fair value of residential mortgage servicing rights $ $ Weighted average life (years) 8.1 years 7.8 years Prepayment speed % % Effect on fair value of a 20% increase $ ) $ ) Effect on fair value of a 10% increase ) ) Effect on fair value of a 10% decrease Effect on fair value of a 20% decrease Discount rate % % Effect on fair value of a 20% increase $ ) $ ) Effect on fair value of a 10% increase ) ) Effect on fair value of a 10% decrease Effect on fair value of a 20% decrease Escrow earnings credit % % Effect on fair value of a 20% increase $ $ Effect on fair value of a 10% increase Effect on fair value of a 10% decrease ) ) Effect on fair value of a 20% decrease ) )
SBA servicing rights
SERVICING RIGHTS
Schedule of analysis of the activity in the company's servicing rights	SBA Servicing Rights For the Year ended December 31, Dollars in thousands 2017 2016 Balance, January 1, $ $ — Additions Decreases in fair value due to: Changes in valuation input or assumptions ) ) Paydowns ) ) Balance, December 31, $ $
Schedule of sensitivity of the current fair value of servicing rights favorable and unfavorable changes in key economic assumptions	SBA Servicing Rights SBA Servicing Rights (Dollars in thousands) December 31, 2017 December 31, 2016 Fair value of SBA servicing rights $ $ Weighted average life (years) 5.3 years 5.2 years Prepayment speed % % Effect on fair value of a 20% increase $ ) $ ) Effect on fair value of a 10% increase ) ) Effect on fair value of a 10% decrease Effect on fair value of a 20% decrease Discount rate % % Effect on fair value of a 20% increase $ ) $ ) Effect on fair value of a 10% increase ) ) Effect on fair value of a 10% decrease Effect on fair value of a 20% decrease

DERIVATIVE FINANCIAL INSTRUME59

DERIVATIVE FINANCIAL INSTRUMENTS (Tables)	12 Months Ended
	Dec. 31, 2017
Schedule of fair value of derivative financial instruments as well as their classification on the consolidated statements of financial condition	As of December 31, 2017 Asset derivatives Liability derivatives (dollars in thousands) Notional Fair value (1) Notional Fair value (2) Interest rate swap agreements $ $ $ $ Risk participation agreements — — Total derivatives $ $ $ $ (1) Included in other assets in our Consolidated Statements of Financial Condition. (2) Included in other liabilities in our Consolidated Statements of Financial Condition. As of December 31, 2016 Asset derivatives Liability derivatives (dollars in thousands) Notional Fair value (1) Notional Fair value (2) Interest rate swap agreements $ $ $ $ Risk participation agreements — — Total derivatives $ $ $ $ (1) Included in other assets in our Consolidated Statements of Financial Condition. (2) Included in other liabilities in our Consolidated Statements of Financial Condition.
Schedule of offsetting of derivative assets	Offsetting of Derivative Assets As of December 31, 2017 Gross Gross Amounts Net Amounts of Gross Amounts Not Offset in the Recognized Statement of the Statement of Financial Collateral Net Amount Interest rate swaps and risk participation agreements $ $ — $ $ — $ $ Offsetting of Derivative Assets As of December 31, 2016 Gross Gross Amounts Net Amounts of Gross Amounts Not Offset in the Recognized Statement of the Statement of Financial Collateral Net Amount Interest rate swaps and risk participation agreements $ $ — $ $ — $ $
Schedule of offsetting of derivative liabilities	Offsetting of Derivative Liabilities As of December 31, 2017 Gross Gross Amounts Net Amounts of Gross Amounts Not Offset in the Recognized Statement of the Statement of Financial Collateral Net Amount Interest rate swaps and risk participation agreements $ $ — $ $ — $ — $ (1) - Balance includes accrued interest receivable/payable and credit valuation adjustments. Offsetting of Derivative Liabilities As of December 31, 2016 Gross Gross Amounts Net Amounts of Gross Amounts Not Offset in the Recognized Statement of the Statement of Financial Collateral Net Amount Interest rate swaps and risk participation agreements $ $ — $ $ — $ $ (1) - Balance includes accrued interest receivable/payable and credit valuation adjustments.
Schedule of pre-tax net gains (losses) of the company's cash flow hedges	For the year ended December 31, 2017 (dollars in thousands) Amount of Gain Amount of Gain Interest rate swap agreements $ $ — Total derivatives $ $ —
Cash Flow Hedges
Schedule of fair value of derivative financial instruments as well as their classification on the consolidated statements of financial condition	As of December 31, 2017 Asset derivatives (dollars in thousands) Notional Fair value (1) Interest rate swap agreements $ $ Total derivatives $ $ (1) Included in other assets in our Consolidated Statements of Financial Condition.

PARENT COMPANY FINANCIAL INFO60

PARENT COMPANY FINANCIAL INFORMATION (Tables) - Beneficial Bancorp, Inc.	12 Months Ended
	Dec. 31, 2017
PARENT COMPANY FINANCIAL INFORMATION
Schedule of condensed statements of financial condition - Parent Company only	December 31, (Dollars in thousands) 2017 2016 ASSETS Cash on deposit at the Bank $ $ Interest-bearing deposit at the Bank Investment in the Bank Investment in Statutory Trust Investment securities available-for-sale — Receivable from the Bank Other assets TOTAL ASSETS $ $ LIABILITIES AND SHAREHOLDERS’ EQUITY LIABILITIES: Accrued and other liabilities $ $ Accrued interest payable Statutory Trust Debenture Total liabilities COMMIITMENTS AND CONTINGENCIES STOCKHOLDERS’ EQUITY Preferred Stock - $.01 par value; 100,000,000 shares authorized, none issued or outstanding as of December 31, 2017 and 2016 — — Common Stock - $.01 par value 500,000,000 shares authorized, 84,503,580 and 83,383,917 issued and 75,829,537 and 75,637,684 outstanding, as of December 31, 2017 and 2016, respectively. Additional paid-in capital Unearned common stock held by employee savings and stock ownership plan ) ) Retained earnings (partially restricted) Accumulated other comprehensive loss ) ) Treasury Stock at cost, 8,674,043 shares and 7,746,233 shares at December 31, 2017 and 2016, respectively ) ) Total stockholders’ equity TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ $
Schedule of condensed statements of operations - Parent Company only	December 31, (Dollars in thousands) 2017 2016 2015 INCOME Interest on interest-bearing deposits with the bank $ $ $ Realized gain on securities available-for-sale securities — — Other income Total income EXPENSES Expenses paid to the Bank Interest expense Other expenses Total expenses (Loss) Income before income tax (benefit) expense and equity in undistributed net income of affiliates ) Income tax (benefit) expense ) Equity in undistributed net income of the Bank Net income $ $ $
Schedule of condensed statements of comprehensive income - Parent Company only	For the Year Ended December 31, 2017 2016 2015 Net Income $ $ $ Other comprehensive income, net of tax: Securities available for sale and transferred securities: Unrealized holding losses on available for sale securities arising during the period (net of deferred tax of $336, $1,048, and $1,564 for the years ended December 31, 2017, 2016, and 2015, respectively) ) ) ) Accretion of unrealized losses on available-for-sale securities transferred to held-to-maturity (net of deferred tax of $291, $303, and $303 for the years ended December 31, 2017, 2016, and 2015, respectively) Reclassification adjustment for net losses on available for sale securities included in net income (net of tax of $2, $5, and $7 for the years ended December 31, 2017, 2016, and 2015, respectively) Cash flow hedge: Unrealized gain on cash flow hedge arising during the period (net of deferred tax of $335 for the year ended December 31, 2017) — — Defined benefit pension plans: Pension (losses) gains, other postretirement and postemployment benefit plan adjustments (net of tax of $436, $201, and $936 for the years ended December 31, 2017, 2016, and 2015, respectively) ) ) Total other comprehensive loss ) ) ) Comprehensive income $ $ $
Schedule of condensed statements of cash flow - Parent Company only	(Dollars in thousands) 2017 2016 2015 OPERATING ACTIVITIES: Net income $ $ $ Adjustments to reconcile net income/(loss) to net cash provided by operating activities: Equity in undistributed net earnings of subsidiaries ) ) ) Investment securities gains — ) Accrued interest payable Dividend from the Bank — Net intercompany transactions Amortization of debt premium on debenture Changes in assets and liabilities that provided (used) cash: Other liabilities ) Other assets ) Net cash provided by operating activities INVESTING ACTIVITIES: Sales of investment in available-for-sale securities — — Cash paid in business combination — ) — Net cash used in investing activities — ) — FINANCING ACTIVITIES: Net second-step proceeds transferred to the Bank — — ) Purchase of treasury stock ) ) — Cash dividend paid to stockholders ) ) — Proceeds from exercise of stock options Cash paid to tax authorities related to stock based compensation awards ) ) ) Excess tax benefit related to stock based compensation awards — Net cash used in financing activities ) ) ) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ) ) CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR CASH AND CASH EQUIVALENTS, END OF YEAR $ $ $ SUPPLEMENTAL DISCLOSURES OF CASH FLOW AND NON-CASH INFORMATION: Cash payments for interest $ $ $ Cash payments of income taxes — —

NATURE OF OPERATIONS - The Bank

NATURE OF OPERATIONS - The Bank (Details) - The Bank	12 Months Ended
	Dec. 31, 2017item
NATURE OF OPERATIONS
Percentage of outstanding common stock	100.00%
Number of offices	61

NATURE OF OPERATIONS (Details)

NATURE OF OPERATIONS (Details) $ / shares in Units, $ in Millions	Jan. 12, 2015USD ($)$ / sharesshares	Dec. 31, 2017shares	Dec. 31, 2015shares	Dec. 31, 2016shares
NATURE OF OPERATIONS
Existing outstanding common stock shares for conversion		75,829,537		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	1.0999	1.0999
Bank's employee savings and stock ownership plan | Second-step conversion and stock offering
NATURE OF OPERATIONS
Issuance of common shares (in shares)	2,015,352		2,015,352

SUMMARY OF SIGNIFICANT ACCOUN63

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Organization (Details)	12 Months Ended
	Dec. 31, 2017segment$ / shares
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of reportable operating segments | segment	1
Federal Home Loan Bank - Par value (in dollars per share) | $ / shares	$ 100

SUMMARY OF SIGNIFICANT ACCOUN64

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Financing Receivable (Details)	12 Months Ended
	Dec. 31, 2017
LOANS
Period of delinquency for classification of loans to non-accrual status	90 days
Minimum
LOANS
Period of sustained performance based on the restructured terms	6 months
Education | Minimum
LOANS
Period of past due of government guaranteed loans that continue to accrue interest on loans	90 days
Consumer
LOANS
Period of past due for charge-off loans	90 days

SUMMARY OF SIGNIFICANT ACCOUN65

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - PP&E and Taxes (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Income Taxes
Uncertain tax liability for uncertain tax positions		$ 0	$ 0
Tax at statutory rate (as a percent)		35.00%	35.00%	35.00%
One-time charge to income tax expense related to remeasurement of deferred tax assets		$ 13.1
ASU 2018-02
Income Taxes
Tax effects stranded in accumulated OCI to be reclassified to retained earnings		$ 5
Forecast
Income Taxes
Tax at statutory rate (as a percent)	21.00%
Bank premises | Minimum
Premises and equipment
Estimated useful lives		10 years
Bank premises | Maximum
Premises and equipment
Estimated useful lives		40 years
Furniture, fixtures and equipment | Minimum
Premises and equipment
Estimated useful lives		3 years
Furniture, fixtures and equipment | Maximum
Premises and equipment
Estimated useful lives		20 years

SUMMARY OF SIGNIFICANT ACCOUN66

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Goodwill and Other Intangibles (Details)	12 Months Ended
	Dec. 31, 2017
Core deposit intangible
Goodwill and Other Intangibles
Intangible assets amortization period based on an accelerated basis	10 years

SUMMARY OF SIGNIFICANT ACCOUN67

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Recent Accounting Pronouncements (Details) $ in Millions	12 Months Ended
	Dec. 31, 2017USD ($)
ASU 2018-02
Recent Accounting Pronouncements
Tax Cuts And Jobs Act Of 2017 Tax Effects Stranded In Accumulated Aoci To Be Reclassified To Retained Earnings	$ 5

ACQUISITION OF CONESTOGA BANK -

ACQUISITION OF CONESTOGA BANK - Purchase consideration and Merger expenses (Details) - USD ($) $ in Thousands	Apr. 14, 2016	Dec. 31, 2016	Dec. 31, 2015
ACQUISITION OF CONESTOGA BANK
Merger and restructuring charges		$ 8,765	$ 753
Excess of consideration paid over the net assets recorded as goodwill		47,152
Conestoga Bank
ACQUISITION OF CONESTOGA BANK
Cash payment transaction value	$ 105,000
Merger and restructuring charges		$ 7,200
Excess of consideration paid over the net assets recorded as goodwill	$ 47,029

ACQUISITION OF CONESTOGA BANK69

ACQUISITION OF CONESTOGA BANK - Fair value of assets acquired and liabilities assumed (Details) - USD ($) $ in Thousands	Apr. 14, 2016	Dec. 31, 2016
Liabilities assumed:
Goodwill resulting from acquisition of Conestoga Bank		$ 47,152
Conestoga Bank
Consideration Paid
Cash paid to Conestoga Bank	$ 105,000
Change in control payments	2,777
Value of consideration	107,777
Assets acquired:
Cash and due from banks	28,167
Investment securities	59,424
FHLB stock	307
Loans and leases	518,562
Premises and equipment	6,979
Bank owned life insurance	14,330
Real estate owned	1,087
Accrued interest receivable	1,121
Deferred tax asset	12,445
Other assets	5,334
Total assets	650,003
Liabilities assumed:
Deposits	588,386
Accrued interest payable	131
Other liabilities	738
Total liabilities	589,255
Net assets acquired	60,748
Goodwill resulting from acquisition of Conestoga Bank	47,029
Core deposit intangible | Conestoga Bank
Assets acquired:
Core deposit intangible	$ 2,247

ACQUISITION OF CONESTOGA BANK70

ACQUISITION OF CONESTOGA BANK - Change in fair value from amounts originally reported (Details) - USD ($) $ in Thousands	Apr. 14, 2016	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Dec. 31, 2016	Dec. 31, 2015
ACQUISITION OF CONESTOGA BANK
Goodwill, Acquired During Period					$ 47,152
Effect of adjustments to:
Goodwill		$ 169,002			169,125	$ 121,973
Conestoga Bank
ACQUISITION OF CONESTOGA BANK
Goodwill, Acquired During Period	$ 47,029
Effect of adjustments to:
Loans and leases	518,562
Deferred tax asset	12,445
Total adjustments	$ 60,748
Goodwill		47,029
Changes to goodwill recorded during the period		0	$ 0	$ 0
Conestoga Bank | As Previously Reported
ACQUISITION OF CONESTOGA BANK
Goodwill, Acquired During Period					$ 47,152
Conestoga Bank | Adjustment
Effect of adjustments to:
Loans and leases		(214)
Deferred tax asset		91
Total adjustments		$ (123)

ACQUISITION OF CONESTOGA BANK71

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

ACQUISITION OF CONESTOGA BANK72

ACQUISITION OF CONESTOGA BANK - Loans not subject to FASB ASC 310-30 (Details) - Conestoga Bank - Loans acquired - not subject to FASB ASC 310-30 $ in Thousands	Apr. 14, 2016USD ($)
Loans acquired disclosures
Contractually required principal and interest at acquisition	$ 507,815
Contractual cash flows not expected to be collected (credit mark)	8,046
Expected cash flows at acquisition	499,769
Interest rate premium mark	5,005
Fair value of acquired loans	$ 504,774

ACQUISITION OF CONESTOGA BANK73

ACQUISITION OF CONESTOGA BANK - Other information (Details) $ in Thousands	Apr. 14, 2016USD ($)	Dec. 31, 2017USD ($)	Dec. 31, 2016USD ($)
ACQUISITION OF CONESTOGA BANK
Amortization value of intangible asset		$ 1,600	$ 2,200
Core deposit intangible
ACQUISITION OF CONESTOGA BANK
Intangible assets amortization period based on an accelerated basis		10 years
Amortization value of intangible asset		$ 1,160	1,787
Conestoga Bank
ACQUISITION OF CONESTOGA BANK
Investment portfolio, at fair value	$ 59,400
Net deferred income tax asset	12,445
Certificate of deposit valuation adjustment	588
Certificate of deposit valuation adjustment amortization period		5 years
Amortization of certificate of deposit valuation adjustment		$ 114
Acquisition integration expenses			7,200
Conestoga Bank | Professional fees and contract termination expenses
ACQUISITION OF CONESTOGA BANK
Acquisition integration expenses			3,300
Conestoga Bank | Facility expenses
ACQUISITION OF CONESTOGA BANK
Acquisition integration expenses			1,600
Conestoga Bank | Severance
ACQUISITION OF CONESTOGA BANK
Acquisition integration expenses			1,200
Conestoga Bank | Other merger expenses
ACQUISITION OF CONESTOGA BANK
Acquisition integration expenses			$ 1,100
Conestoga Bank | Core deposit intangible
ACQUISITION OF CONESTOGA BANK
Value of intangible acquired	$ 2,247
Intangible value assumption, percent of deposits	0.65	0.65
Intangible assets amortization period based on an accelerated basis		10 years
Amortization value of intangible asset		$ 380

ACQUISITION OF CONESTOGA BANK74

ACQUISITION OF CONESTOGA BANK - Actual operating results of Conestoga Bank (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Actual operating results
Net interest income		$ 169,868	$ 150,917	$ 124,222
Non-interest income		28,765	27,805	24,284
Non-interest expense		(138,797)	(139,124)	(118,488)
Income taxes		(32,794)	(13,644)	(10,725)
NET INCOME ATTRIBUTABLE TO BENEFICIAL BANCORP INC.		$ 23,932	$ 25,469	$ 22,893
Conestoga Bank
Actual operating results
Net interest income	$ 16,697
Non-interest income	963
Non-interest expense	(6,511)
Income taxes	(3,902)
NET INCOME ATTRIBUTABLE TO BENEFICIAL BANCORP INC.	$ 7,247

ACQUISITION OF CONESTOGA BANK75

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

CHANGES IN AND RECLASSIFICATI76

CHANGES IN AND RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME LOSS - Changes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
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	501	$ 506	$ 524
Total other comprehensive loss	(294)	(2,459)	(711)
BALANCE, ending	1,034,298	1,013,756
Accumulated Other Comprehensive Income (Loss)
Changes in the balances of each component of accumulated other comprehensive income
BALANCE, beginning	(25,833)	(23,374)	(22,663)
Changes in other comprehensive loss before reclassifications:
Unrealized holding gains (looses) on AFS securities	(585)	(1,804)	(2,705)
Accretion of unrealized losses on AFS securities transferred to HTM	501	506	524
Pension, other postretirement and postemployment benefit plan adjustments	(2,142)	(2,926)	165
Unrealized gain on cash flow hedge	587
Amount reclassified from accumulated other comprehensive loss	1,345	1,765	1,305
Total other comprehensive loss	(294)	(2,459)	(711)
BALANCE, ending	(26,127)	(25,833)	(23,374)
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	2,711
Changes in other comprehensive loss before reclassifications:
Unrealized holding gains (looses) on AFS securities	(585)	(1,804)	(2,705)
Accretion of unrealized losses on AFS securities transferred to HTM	501	506	524
Amount reclassified from accumulated other comprehensive loss	5	9	12
Total other comprehensive loss	(79)	(1,289)	(2,169)
BALANCE, ending	(826)	(747)	542
Defined benefit pension plan items
Changes in the balances of each component of accumulated other comprehensive income
BALANCE, beginning	(25,086)	(23,916)	(25,374)
Changes in other comprehensive loss before reclassifications:
Pension, other postretirement and postemployment benefit plan adjustments	(2,142)	(2,926)	165
Amount reclassified from accumulated other comprehensive loss	1,340	1,756	1,293
Total other comprehensive loss	(802)	(1,170)	1,458
BALANCE, ending	(25,888)	$ (25,086)	$ (23,916)
Cash Flow Hedge
Changes in other comprehensive loss before reclassifications:
Unrealized gain on cash flow hedge	587
Total other comprehensive loss	587
BALANCE, ending	$ 587

CHANGES IN AND RECLASSIFICATI77

CHANGES IN AND RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME LOSS - Reclassifications (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Reclassifications out of AOCI by component
Net loss on sale of investment securities	$ 7	$ (1,811)	$ 19
Income tax expense (benefit)	32,794	13,644	10,725
Net of tax	(23,932)	(25,469)	(22,893)
Net unrealized holding gains (losses) on available-for-sale securities
Reclassifications out of AOCI by component
Reclassification after tax	5	9	12
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	7	14	19
Income tax expense (benefit)	(2)	(5)	(7)
Net of tax	5	9	12
Defined benefit pension plan items
Reclassifications out of AOCI by component
Reclassification after tax	1,340	1,756	1,293
Defined benefit pension plan items | Amount reclassified from accumulated other comprehensive loss
Reclassifications out of AOCI by component
Reclassification before tax	2,068	2,058	2,123
Tax effect of reclassification	(728)	(302)	(830)
Reclassification after tax	1,340	1,756	1,293
Net transition asset or obligation | Amount reclassified from accumulated other comprehensive loss
Reclassifications out of AOCI by component
Reclassification before tax	73	17	208
Net prior service cost or credit | Amount reclassified from accumulated other comprehensive loss
Reclassifications out of AOCI by component
Reclassification before tax	(486)	(485)	(518)
Net recognized actuarial gains or losses | Amount reclassified from accumulated other comprehensive loss
Reclassifications out of AOCI by component
Reclassification before tax	$ 2,481	$ 2,526	$ 2,433

EARNINGS PER SHARE - Net Earnin

EARNINGS PER SHARE - Net Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Basic and diluted earnings per share:
Net Income attributable to Beneficial Bancorp, Inc.	$ 23,932	$ 25,469	$ 22,893
Net income allocated to unvested restricted stock	(827)	(812)
Net income allocated to common shares	$ 23,105	$ 24,657	$ 22,893
Basic average common shares outstanding	70,574,037	71,902,158	78,513,929
Effect of dilutive securities	727,249	730,279	763,055
Dilutive average shares outstanding	71,301,286	72,632,437	79,276,984
Net earnings per share
Basic	$ 0.33	$ 0.34	$ 0.29
Diluted	$ 0.32	$ 0.34	$ 0.29

EARNINGS PER SHARE - Anti-dilut

EARNINGS PER SHARE - Anti-dilutive Shares (Details) - shares	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Stock Options
Anti-dilutive securities disclosures
Antidilutive securities excluded from computation of earnings per share amount	0	2,750	863,172
Restricted Stock
Anti-dilutive securities disclosures
Antidilutive securities excluded from computation of earnings per share amount			687

CASH AND DUE FROM BANKS (Detail

CASH AND DUE FROM BANKS (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
CASH AND DUE FROM BANKS
Cash and due from banks related to federal requirements	$ 22,100	$ 21,500
Cash and due from banks, fiduciary funds related to federal requirements	$ 422	$ 584

INVESTMENT SECURITIES - Amortiz

INVESTMENT SECURITIES - Amortized Cost and Estimated Fair Value of Investments, Gains and Losses on Investments (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Amortized cost and estimated fair value of investments in debt and equity securities
Investment securities available-for-sale, amortized cost	$ 309,333	$ 449,655
Investment securities available-for-sale, gross unrealized gains	3,331	4,368
Investment securities available-for-sale, gross unrealized losses	2,356	2,479
Investment securities available-for-sale, estimated fair value	310,308	451,544
Investment securities held-to-maturity, amortized cost	537,302	602,529
Investment securities held-to-maturity, gross unrealized gains	733	2,046
Investment securities held-to-maturity, gross unrealized losses	4,610	6,790
Held-to-maturity, estimated fair value	533,425	597,785
Gains and losses on investments
Net gain (loss) on sale of investments	(7)	1,811	$ (19)
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	160
Investment securities available-for-sale, estimated fair value	410
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	3,488	4,649
Investment securities available-for-sale, gross unrealized gains		10
Investment securities available-for-sale, gross unrealized losses	35
Investment securities available-for-sale, estimated fair value	3,453	4,659
Ginnie Mae guaranteed mortgage securities
Amortized cost and estimated fair value of investments in debt and equity securities
Investment securities available-for-sale, amortized cost	2,980	3,734
Investment securities available-for-sale, gross unrealized gains	108	134
Investment securities available-for-sale, estimated fair value	3,088	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	245,926	374,593
Investment securities available-for-sale, gross unrealized gains	2,378	3,967
Investment securities available-for-sale, gross unrealized losses	2,164	2,026
Investment securities available-for-sale, estimated fair value	246,140	376,534
Investment securities held-to-maturity, amortized cost	472,259	569,319
Investment securities held-to-maturity, gross unrealized gains	677	1,850
Investment securities held-to-maturity, gross unrealized losses	3,668	6,522
Held-to-maturity, estimated fair value	469,268	564,647
GSE & Agency collateralized mortgage obligations (CMOs)
Amortized cost and estimated fair value of investments in debt and equity securities
Investment securities available-for-sale, amortized cost	14,910
Investment securities available-for-sale, gross unrealized gains	17
Investment securities available-for-sale, gross unrealized losses	153
Investment securities available-for-sale, estimated fair value	14,774
Investment securities held-to-maturity, amortized cost	63,038
Investment securities held-to-maturity, gross unrealized losses	942
Held-to-maturity, estimated fair value	62,096
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	1,792	2,320
Investment securities available-for-sale, gross unrealized gains	74	82
Investment securities available-for-sale, estimated fair value	1,866	2,402
Investment securities held-to-maturity, amortized cost	505	630
Investment securities held-to-maturity, gross unrealized gains	32	50
Held-to-maturity, estimated fair value	537	680
Corporate Securities
Amortized cost and estimated fair value of investments in debt and equity securities
Investment securities available-for-sale, amortized cost	23,489	19,487
Investment securities available-for-sale, gross unrealized gains	594	155
Investment securities available-for-sale, gross unrealized losses		185
Investment securities available-for-sale, estimated fair value	24,083	19,457
Money markets and mutual funds
Amortized cost and estimated fair value of investments in debt and equity securities
Investment securities available-for-sale, amortized cost	16,498
Investment securities available-for-sale, gross unrealized losses	4
Investment securities available-for-sale, estimated fair value	16,494
Foreign bonds
Amortized cost and estimated fair value of investments in debt and equity securities
Investment securities held-to-maturity, amortized cost	1,500	2,000
Investment securities held-to-maturity, gross unrealized gains	24	36
Held-to-maturity, estimated fair value	1,524	2,036
Money market, mutual funds and certificates of deposit
Amortized cost and estimated fair value of investments in debt and equity securities
Investment securities available-for-sale, amortized cost		21,952
Investment securities available-for-sale, gross unrealized losses		9
Investment securities available-for-sale, estimated fair value		21,943
Mutual Funds | The Bank
Gains and losses on investments
Proceeds from sale of marketable securities	795	356	360
Net gain (loss) on sale of investments	$ (7)	$ (14)	$ (19)

INVESTMENT SECURITIES - Tempora

INVESTMENT SECURITIES - Temporarily Impaired Securities (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Temporarily impaired securities
Fair value of securities in a continuous unrealized loss position less than twelve months	$ 438,434	$ 559,086
Unrealized losses less than twelve months	3,297	8,502
Fair value of securities in a continuous unrealized loss position twelve months or longer	196,012	64,344
Unrealized losses twelve months or longer	3,669	767
Fair value of securities in a continuous unrealized loss position	634,446	623,430
Total unrealized losses	6,966	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	3,453
Unrealized losses less than twelve months	35
Fair value of securities in a continuous unrealized loss position	3,453
Total unrealized losses	35
Mortgage-backed securities
Temporarily impaired securities
Fair value of securities in a continuous unrealized loss position less than twelve months	378,645	546,662
Unrealized losses less than twelve months	2,488	8,300
Fair value of securities in a continuous unrealized loss position twelve months or longer	175,947	37,672
Unrealized losses twelve months or longer	3,344	248
Fair value of securities in a continuous unrealized loss position	554,592	584,334
Total unrealized losses	5,832	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	55,928	2,622
Unrealized losses less than twelve months	770	17
Fair value of securities in a continuous unrealized loss position twelve months or longer	20,065	26,471
Unrealized losses twelve months or longer	325	510
Fair value of securities in a continuous unrealized loss position	75,993	29,093
Total unrealized losses	1,095	527
Debt securities
Temporarily impaired securities
Fair value of securities in a continuous unrealized loss position less than twelve months	438,026	559,086
Unrealized losses less than twelve months	3,293	8,502
Fair value of securities in a continuous unrealized loss position twelve months or longer	196,012	64,143
Unrealized losses twelve months or longer	3,669	758
Fair value of securities in a continuous unrealized loss position	634,038	623,229
Total unrealized losses	6,962	9,260
Mutual Funds
Temporarily impaired securities
Fair value of securities in a continuous unrealized loss position less than twelve months	408
Unrealized losses less than twelve months	4
Fair value of securities in a continuous unrealized loss position twelve months or longer		201
Unrealized losses twelve months or longer		9
Fair value of securities in a continuous unrealized loss position	408	201
Total unrealized losses	$ 4	$ 9

INVESTMENT SECURITIES - Unreali

INVESTMENT SECURITIES - Unrealized losses (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Temporarily impaired securities
Unrealized loss	$ 6,966	$ 9,269
GSE mortgage-backed securities
Temporarily impaired securities
Unrealized loss	5,800
U.S. GSE and agency notes
Temporarily impaired securities
Unrealized loss	35
Mutual Funds
Temporarily impaired securities
Unrealized loss	$ 4	$ 9

INVESTMENT SECURITIES - Mortgag

INVESTMENT SECURITIES - Mortgage-Backed Securities and CMOs (Details)	Dec. 31, 2017
GSE mortgage-backed securities
Summary of the significant inputs used in estimating potential credit losses for pooled trust preferred securities
Percentage of unrealized loss for securities in unrealized loss position for greater than 12 months	1.90%
Percentage of unrealized loss for security in unrealized loss position for less than 12 months	0.70%
GSE & Agency collateralized mortgage obligations (CMOs)
Summary of the significant inputs used in estimating potential credit losses for pooled trust preferred securities
Percentage of unrealized loss for securities in unrealized loss position for greater than 12 months	1.60%
Percentage of unrealized loss for security in unrealized loss position for less than 12 months	1.40%
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	1.00%

INVESTMENT SECURITIES - Investm

INVESTMENT SECURITIES - Investment Maturities (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Available-for-sale, amortized cost
Due after one year through five years, amortized cost	$ 5,280	$ 2,320
Due after five years through ten years, amortized cost	23,489	24,136
Mortgage-backed securities, amortized cost	263,816	401,247
Equity securities, amortized cost	250
Money market and mutual funds, amortized cost	16,498	21,952
Investment securities available-for-sale, amortized cost	309,333	449,655
Available-for-sale, fair value
Due after one year through five years, fair value	5,319	2,402
Due after five years through ten years, fair value	24,083	24,116
Mortgage-backed securities, fair value	264,002	403,083
Equity securities, fair value	410
Money market and mutual funds, fair value	16,494	21,943
Investment securities available-for-sale, estimated fair value	310,308	451,544
Held-to-maturity, amortized cost
Due in one year or less, amortized cost	125	625
Due after one year through five years, amortized cost	1,880	2,005
Mortgage-backed securities, amortized cost	535,297	599,899
Investment securities held-to-maturity, amortized cost	537,302	602,529
Held-to-maturity, fair value
Due in one year or less, fair value	127	630
Due after one year through five years, fair value	1,934	2,086
Mortgage-backed securities, fair value	531,364	595,069
Investment securities held-to-maturity, estimated fair value	$ 533,425	$ 597,785

INVESTMENT SECURITIES - Securit

INVESTMENT SECURITIES - Securities Pledges as Collateral (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Interest rate swap agreements
Investment disclosures
Securities pledged as collateral	$ 0	$ 500
Municipal deposits
Investment disclosures
Securities pledged as collateral	$ 78,100	$ 90,700

LOANS - Summary of Loans by Cla

LOANS - Summary of Loans by Classification (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
LOANS
Total loans	$ 4,034,130	$ 4,010,568	$ 2,941,446
Allowance for losses	(43,267)	(43,261)	(45,500)	$ (50,654)
Net loans and leases	3,990,863	3,967,307
Originated
LOANS
Total loans	3,677,232	3,528,309
Allowance for losses	(43,267)	(43,261)
Net loans and leases	3,633,965	3,485,048
Acquired Non-Credit Impaired
LOANS
Total loans	350,257	470,496
Net loans and leases	350,257	470,496
Acquired Credit Impaired
LOANS
Total loans	6,641	11,763
Net loans and leases	6,641	11,763
Commercial
LOANS
Total loans	2,539,898	2,446,487
Commercial | Originated
LOANS
Total loans	2,255,732	2,056,109
Commercial | Acquired Non-Credit Impaired
LOANS
Total loans	277,894	379,698
Commercial | Acquired Credit Impaired
LOANS
Total loans	6,272	10,680
Commercial | Real estate
LOANS
Total loans	1,581,922	1,388,396	971,086
Allowance for losses	(28,205)	(23,395)	(22,640)	(18,016)
Commercial | Real estate | Originated
LOANS
Total loans	1,448,226	1,218,431
Commercial | Real estate | Acquired Non-Credit Impaired
LOANS
Total loans	128,659	164,569
Commercial | Real estate | Acquired Credit Impaired
LOANS
Total loans	5,037	5,396
Commercial | Business loans
LOANS
Total loans	670,089	694,246	496,313
Allowance for losses	(10,519)	(9,923)	(11,856)	(18,264)
Commercial | Business loans | Originated
LOANS
Total loans	568,241	563,047
Commercial | Business loans | Acquired Non-Credit Impaired
LOANS
Total loans	100,613	125,915
Commercial | Business loans | Acquired Credit Impaired
LOANS
Total loans	1,235	5,284
Commercial | Small business leases
LOANS
Total loans	141,254	139,013
Allowance for losses	(961)	(536)
Commercial | Small business leases | Originated
LOANS
Total loans	92,632	49,900
Commercial | Small business leases | Acquired Non-Credit Impaired
LOANS
Total loans	48,622	89,113
Commercial | Construction
LOANS
Total loans	146,633	224,832	116,452
Allowance for losses	(963)	(3,579)	(2,335)	(2,343)
Commercial | Construction | Originated
LOANS
Total loans	146,633	224,731
Commercial | Construction | Acquired Non-Credit Impaired
LOANS
Total loans		101
Residential
LOANS
Total loans	943,573	894,474
Residential | Originated
LOANS
Total loans	897,052	835,896
Residential | Acquired Non-Credit Impaired
LOANS
Total loans	46,414	58,053
Residential | Acquired Credit Impaired
LOANS
Total loans	107	525
Residential | Real estate
LOANS
Total loans	943,573	894,474	735,724
Allowance for losses	(838)	(1,493)	(1,644)	(1,960)
Residential | Real estate | Originated
LOANS
Total loans	897,052	835,896
Residential | Real estate | Acquired Non-Credit Impaired
LOANS
Total loans	46,414	58,053
Residential | Real estate | Acquired Credit Impaired
LOANS
Total loans	107	525
Consumer
LOANS
Total loans	550,659	669,607
Consumer | Originated
LOANS
Total loans	524,448	636,304
Consumer | Acquired Non-Credit Impaired
LOANS
Total loans	25,949	32,745
Consumer | Acquired Credit Impaired
LOANS
Total loans	262	558
Consumer | Home equity & lines of credit
LOANS
Total loans	228,109	248,953	231,808
Allowance for losses	(491)	(1,185)	(2,356)	(2,669)
Consumer | Home equity & lines of credit | Originated
LOANS
Total loans	208,191	223,060
Consumer | Home equity & lines of credit | Acquired Non-Credit Impaired
LOANS
Total loans	19,712	25,477
Consumer | Home equity & lines of credit | Acquired Credit Impaired
LOANS
Total loans	206	416
Consumer | Personal
LOANS
Total loans	17,271	21,863	20,640
Allowance for losses	(255)	(372)	(436)	(1,957)
Consumer | Personal | Originated
LOANS
Total loans	10,978	14,458
Consumer | Personal | Acquired Non-Credit Impaired
LOANS
Total loans	6,237	7,263
Consumer | Personal | Acquired Credit Impaired
LOANS
Total loans	56	142
Consumer | Education
LOANS
Total loans	147,582	164,202	181,646
Allowance for losses	(121)	(129)	(125)	(285)
Consumer | Education | Originated
LOANS
Total loans	147,582	164,202
Consumer | Automobile
LOANS
Total loans	157,697	234,589	187,777
Allowance for losses	(914)	(2,649)	$ (4,108)	$ (4,610)
Consumer | Automobile | Originated
LOANS
Total loans	$ 157,697	234,584
Consumer | Automobile | Acquired Non-Credit Impaired
LOANS
Total loans		$ 5

LOANS - General (Details)

LOANS - General (Details) $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
	Mar. 31, 2017USD ($)loan	Sep. 30, 2017USD ($)	Dec. 31, 2017USD ($)item	Dec. 31, 2016USD ($)loan	Dec. 31, 2015USD ($)
Loans activity
Gain on sale of loans			$ 1,917	$ 305	$ 360
Total loans			4,034,130	4,010,568	2,941,446
Specific valuation allowance			41,767	43,261	45,500
Management and affiliated entities
RELATED PARTY TRANSACTIONS
Aggregate amount due from executive officers and directors and affiliates of the entity			255	263
Amount of payoffs and repayments with respect to related party loans			8	$ 8
Number of related party loans receivable granted | loan				1
The Bank | Management and affiliated entities
RELATED PARTY TRANSACTIONS
Aggregate amount due from executive officers and directors and affiliates of the entity			255	$ 263
Shared national credits
Loans activity
Minimum loan commitment amount shared by banks			20,000
Total loans			199,500
Amount of leveraged lending transactions			$ 77,300
Number of loans downgraded to Doubtful and changed to non-accrual status	1		1
Loans downgraded to Doubtful	$ 9,600		$ 7,900
Loan outstanding balance			8,000
Specific valuation allowance			$ 1,500	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			$ 1,600
Sale value of guaranteed SBA loan			17,800
Small business leases | The Bank
Loans activity
Retained outstanding unguaranteed portion of loans		$ 5,600
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			245	2,000
Total loans			$ 943,573	894,474
Residential | The Bank
Loans activity
Servicing fee (as a percent)			0.25%
Residential mortgage loans sold			$ 17,600	19,500
Mortgage banking income			734	854
Residential | Real estate
Loans activity
Total loans			943,573	894,474	735,724
Specific valuation allowance			838	1,493	1,644
Commercial
Loans activity
Total loans			2,539,898	2,446,487
Commercial | Real estate
Loans activity
Total loans			1,581,922	1,388,396	971,086
Specific valuation allowance			28,205	23,395	$ 22,640
Commercial | Small business leases
Loans activity
Total loans			141,254	139,013
Specific valuation allowance			$ 961	$ 536

LOANS - Allowance for Loan Loss

LOANS - Allowance for Loan Losses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Allowance for Loan Losses
Collateral or discounted cash flow deficiency for loans, period when charged off	90 days
Specific valuation allowance				$ 41,767	$ 43,261	$ 45,500
Allowance for loan losses:
Balance, beginning of year	$ 43,261	$ 45,500	$ 50,654
Charge-offs	(5,476)	(4,814)	(6,302)
Recoveries	2,364	2,090	4,748
Provision (credit)	3,118	485	(3,600)
Balance, end of period	43,267	43,261	45,500
Allowance for loan losses:
Individually evaluated for impairment				1,500
Collectively evaluated for impairment				41,767	43,261	45,500
Total Allowance	43,261	45,500	50,654	43,267	43,261	45,500
Financing receivables:
Individually evaluated for impairment				39,964	30,477	35,173
Collectively evaluated for impairment				3,637,268	3,497,832	2,849,877
Acquired non-credit impaired loans				350,257	470,496	56,298
Acquired credit impaired loans				6,641	11,763	98
Total Portfolio				4,034,130	4,010,568	2,941,446
Shared national credits
Allowance for Loan Losses
Specific valuation allowance				1,500	0
Allowance for loan losses:
Collectively evaluated for impairment				1,500	0
Financing receivables:
Total Portfolio				199,500
Unallocated
Allowance for loan losses:
Balance, beginning of year			550
Provision (credit)			(550)
Allowance for loan losses:
Total Allowance			550
Commercial
Financing receivables:
Total Portfolio				2,539,898	2,446,487
Commercial | Real estate
Allowance for Loan Losses
Specific valuation allowance				28,205	23,395	22,640
Allowance for loan losses:
Balance, beginning of year	23,395	22,640	18,016
Charge-offs	(470)	(134)	(2,333)
Recoveries	24	275	647
Provision (credit)	5,256	614	6,310
Balance, end of period	28,205	23,395	22,640
Allowance for loan losses:
Collectively evaluated for impairment				28,205	23,395	22,640
Total Allowance	23,395	22,640	18,016	28,205	23,395	22,640
Financing receivables:
Individually evaluated for impairment				19,336	17,628	17,943
Collectively evaluated for impairment				1,428,890	1,200,803	936,746
Acquired non-credit impaired loans				128,659	164,569	16,397
Acquired credit impaired loans				5,037	5,396
Total Portfolio				1,581,922	1,388,396	971,086
Commercial | Business loans
Allowance for Loan Losses
Specific valuation allowance				9,019	9,923	11,856
Allowance for loan losses:
Balance, beginning of year	9,923	11,856	18,264
Charge-offs	(525)	(536)	(703)
Recoveries	38	203	2,759
Provision (credit)	1,083	(1,600)	(8,464)
Balance, end of period	10,519	9,923	11,856
Allowance for loan losses:
Individually evaluated for impairment				1,500
Collectively evaluated for impairment				9,019	9,923	11,856
Total Allowance	9,923	11,856	18,264	10,519	9,923	11,856
Financing receivables:
Individually evaluated for impairment				13,091	3,668	2,287
Collectively evaluated for impairment				555,150	559,379	490,578
Acquired non-credit impaired loans				100,613	125,915	3,448
Acquired credit impaired loans				1,235	5,284
Total Portfolio				670,089	694,246	496,313
Commercial | Small business leases
Allowance for Loan Losses
Specific valuation allowance				961	536
Allowance for loan losses:
Balance, beginning of year	536
Charge-offs	(1,776)	(292)
Recoveries	444	95
Provision (credit)	1,757	733
Balance, end of period	961	536
Allowance for loan losses:
Collectively evaluated for impairment				961	536
Total Allowance	536	536		961	536
Financing receivables:
Collectively evaluated for impairment				92,632	49,900
Acquired non-credit impaired loans				48,622	89,113
Total Portfolio				141,254	139,013
Commercial | Construction
Allowance for Loan Losses
Specific valuation allowance				963	3,579	2,335
Allowance for loan losses:
Balance, beginning of year	3,579	2,335	2,343
Recoveries	1	150	102
Provision (credit)	(2,617)	1,094	(110)
Balance, end of period	963	3,579	2,335
Allowance for loan losses:
Collectively evaluated for impairment				963	3,579	2,335
Total Allowance	3,579	2,335	2,343	963	3,579	2,335
Financing receivables:
Individually evaluated for impairment						41
Collectively evaluated for impairment				146,633	224,731	116,411
Acquired non-credit impaired loans					101
Total Portfolio				146,633	224,832	116,452
Residential
Financing receivables:
Total Portfolio				943,573	894,474
Residential | Real estate
Allowance for Loan Losses
Specific valuation allowance				838	1,493	1,644
Allowance for loan losses:
Balance, beginning of year	1,493	1,644	1,960
Charge-offs	(246)	(379)	(283)
Recoveries	28	1	16
Provision (credit)	(437)	227	(49)
Balance, end of period	838	1,493	1,644
Allowance for loan losses:
Collectively evaluated for impairment				838	1,493	1,644
Total Allowance	$ 1,493	1,644	1,960	838	1,493	1,644
Financing receivables:
Individually evaluated for impairment				6,062	7,874	12,890
Collectively evaluated for impairment				890,990	828,022	691,243
Acquired non-credit impaired loans				46,414	58,053	31,493
Acquired credit impaired loans				107	525	98
Total Portfolio				943,573	894,474	735,724
Consumer
Allowance for Loan Losses
Collateral or discounted cash flow deficiency for loans, period when charged off	90 days
Financing receivables:
Total Portfolio				550,659	669,607
Consumer | Home equity & lines of credit
Allowance for Loan Losses
Specific valuation allowance				491	1,185	2,356
Allowance for loan losses:
Balance, beginning of year	$ 1,185	2,356	2,669
Charge-offs	(356)	(411)	(584)
Recoveries	311	273	173
Provision (credit)	(649)	(1,033)	98
Balance, end of period	491	1,185	2,356
Allowance for loan losses:
Collectively evaluated for impairment				491	1,185	2,356
Total Allowance	1,185	2,356	2,669	491	1,185	2,356
Financing receivables:
Individually evaluated for impairment				1,375	1,227	2,002
Collectively evaluated for impairment				206,816	221,833	224,846
Acquired non-credit impaired loans				19,712	25,477	4,960
Acquired credit impaired loans				206	416
Total Portfolio				228,109	248,953	231,808
Consumer | Personal
Allowance for Loan Losses
Specific valuation allowance				255	372	436
Allowance for loan losses:
Balance, beginning of year	372	436	1,957
Charge-offs	(167)	(744)	(505)
Recoveries	330	270	153
Provision (credit)	(280)	410	(1,169)
Balance, end of period	255	372	436
Allowance for loan losses:
Collectively evaluated for impairment				255	372	436
Total Allowance	372	436	1,957	255	372	436
Financing receivables:
Individually evaluated for impairment				100	80	10
Collectively evaluated for impairment				10,878	14,378	20,630
Acquired non-credit impaired loans				6,237	7,263
Acquired credit impaired loans				56	142
Total Portfolio				17,271	21,863	20,640
Consumer | Education
Allowance for Loan Losses
Specific valuation allowance				121	129	125
Allowance for loan losses:
Balance, beginning of year	129	125	285
Charge-offs	(120)	(148)	(120)
Provision (credit)	112	152	(40)
Balance, end of period	121	129	125
Allowance for loan losses:
Collectively evaluated for impairment				121	129	125
Total Allowance	129	125	285	121	129	125
Financing receivables:
Collectively evaluated for impairment				147,582	164,202	181,646
Total Portfolio				147,582	164,202	181,646
Consumer | Automobile
Allowance for Loan Losses
Specific valuation allowance				914	2,649	4,108
Allowance for loan losses:
Balance, beginning of year	2,649	4,108	4,610
Charge-offs	(1,816)	(2,170)	(1,774)
Recoveries	1,188	823	898
Provision (credit)	(1,107)	(112)	374
Balance, end of period	914	2,649	4,108
Allowance for loan losses:
Collectively evaluated for impairment				914	2,649	4,108
Total Allowance	$ 2,649	$ 4,108	$ 4,610	914	2,649	4,108
Financing receivables:
Collectively evaluated for impairment				157,697	234,584	187,777
Acquired non-credit impaired loans					5
Total Portfolio				$ 157,697	$ 234,589	$ 187,777

LOANS - Portfolio Amounts and P

LOANS - Portfolio Amounts and Percentages by Classification (Details) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2017USD ($)loan	Dec. 31, 2017USD ($)item	Dec. 31, 2016USD ($)	Dec. 31, 2015USD ($)
Amounts and percentage of portfolio
Amount of portfolio		$ 4,034,130	$ 4,010,568	$ 2,941,446
Specific valuation allowance		$ 41,767	43,261	45,500
Collateral deficiency for loans, period when charged off		90 days
Commercial And Residential Loans
Amounts and percentage of portfolio
Amount of portfolio		$ 3,483,471	$ 3,340,961
Percentage of portfolio		100.00%	100.00%
Shared national credits
Amounts and percentage of portfolio
Amount of portfolio		$ 199,500
Number of loans downgraded to Doubtful and changed to non-accrual status	1	1
Loans downgraded to Doubtful	$ 9,600	$ 7,900
Specific valuation allowance		1,500	$ 0
Commercial
Amounts and percentage of portfolio
Amount of portfolio		2,539,898	2,446,487
Commercial | Real estate
Amounts and percentage of portfolio
Amount of portfolio		$ 1,581,922	$ 1,388,396	971,086
Percentage of portfolio		100.00%	100.00%
Specific valuation allowance		$ 28,205	$ 23,395	22,640
Commercial | Business loans
Amounts and percentage of portfolio
Amount of portfolio		$ 670,089	$ 694,246	496,313
Percentage of portfolio		100.00%	100.00%
Specific valuation allowance		$ 9,019	$ 9,923	11,856
Commercial | Small business leases
Amounts and percentage of portfolio
Amount of portfolio		$ 141,254	$ 139,013
Percentage of portfolio		100.00%	100.00%
Specific valuation allowance		$ 961	$ 536
Commercial | Construction
Amounts and percentage of portfolio
Amount of portfolio		$ 146,633	$ 224,832	116,452
Percentage of portfolio		100.00%	100.00%
Specific valuation allowance		$ 963	$ 3,579	2,335
Residential
Amounts and percentage of portfolio
Amount of portfolio		943,573	894,474
Residential | Real estate
Amounts and percentage of portfolio
Amount of portfolio		$ 943,573	$ 894,474	735,724
Percentage of portfolio		100.00%	100.00%
Specific valuation allowance		$ 838	$ 1,493	$ 1,644
Consumer
Amounts and percentage of portfolio
Amount of portfolio		$ 550,659	$ 669,607
Percentage of portfolio		100.00%	100.00%
Collateral deficiency for loans, period when charged off		90 days
Pass | Commercial And Residential Loans
Amounts and percentage of portfolio
Amount of portfolio		$ 3,435,827	$ 3,292,849
Percentage of portfolio		100.00%	99.00%
Pass | Commercial | Real estate
Amounts and percentage of portfolio
Amount of portfolio		$ 1,561,089	$ 1,364,229
Percentage of portfolio		99.00%	99.00%
Pass | Commercial | Business loans
Amounts and percentage of portfolio
Amount of portfolio		$ 645,184	$ 673,565
Percentage of portfolio		96.00%	99.00%
Pass | Commercial | Small business leases
Amounts and percentage of portfolio
Amount of portfolio		$ 141,254	$ 139,013
Percentage of portfolio		100.00%	100.00%
Pass | Commercial | Construction
Amounts and percentage of portfolio
Amount of portfolio		$ 146,633	$ 224,832
Percentage of portfolio		100.00%	100.00%
Pass | Residential | Real estate
Amounts and percentage of portfolio
Amount of portfolio		$ 941,667	$ 891,210
Percentage of portfolio		100.00%	100.00%
Special Mention | Commercial And Residential Loans
Amounts and percentage of portfolio
Amount of portfolio		$ 12,510	$ 14,914
Special Mention | Commercial | Real estate
Amounts and percentage of portfolio
Amount of portfolio		6,262	$ 9,189
Percentage of portfolio			1.00%
Special Mention | Commercial | Business loans
Amounts and percentage of portfolio
Amount of portfolio		$ 6,248	$ 5,725
Percentage of portfolio		1.00%
Substandard | Commercial And Residential Loans
Amounts and percentage of portfolio
Amount of portfolio		$ 27,181	$ 33,198
Percentage of portfolio			1.00%
Substandard | Commercial | Real estate
Amounts and percentage of portfolio
Amount of portfolio		$ 14,571	$ 14,978
Percentage of portfolio		1.00%
Substandard | Commercial | Business loans
Amounts and percentage of portfolio
Amount of portfolio		$ 10,704	$ 14,956
Percentage of portfolio		2.00%	1.00%
Substandard | Residential | Real estate
Amounts and percentage of portfolio
Amount of portfolio		$ 1,906	$ 3,264
Doubtful | Commercial And Residential Loans
Amounts and percentage of portfolio
Amount of portfolio		7,953
Doubtful | Commercial | Business loans
Amounts and percentage of portfolio
Amount of portfolio		$ 7,953
Percentage of portfolio		1.00%
Originated
Amounts and percentage of portfolio
Amount of portfolio		$ 3,677,232	3,528,309
Originated | Commercial
Amounts and percentage of portfolio
Amount of portfolio		2,255,732	2,056,109
Originated | Commercial | Real estate
Amounts and percentage of portfolio
Amount of portfolio		1,448,226	1,218,431
Originated | Commercial | Business loans
Amounts and percentage of portfolio
Amount of portfolio		568,241	563,047
Originated | Commercial | Small business leases
Amounts and percentage of portfolio
Amount of portfolio		92,632	49,900
Originated | Commercial | Construction
Amounts and percentage of portfolio
Amount of portfolio		146,633	224,731
Originated | Residential
Amounts and percentage of portfolio
Amount of portfolio		897,052	835,896
Originated | Residential | Real estate
Amounts and percentage of portfolio
Amount of portfolio		897,052	835,896
Originated | Consumer
Amounts and percentage of portfolio
Amount of portfolio		524,448	636,304
Originated | Pass | Commercial And Residential Loans
Amounts and percentage of portfolio
Amount of portfolio		$ 3,126,067	$ 2,862,984
Percentage of portfolio		91.00%	86.00%
Originated | Pass | Commercial | Real estate
Amounts and percentage of portfolio
Amount of portfolio		$ 1,436,514	$ 1,202,228
Percentage of portfolio		91.00%	87.00%
Originated | Pass | Commercial | Business loans
Amounts and percentage of portfolio
Amount of portfolio		$ 554,813	$ 552,517
Percentage of portfolio		83.00%	82.00%
Originated | Pass | Commercial | Small business leases
Amounts and percentage of portfolio
Amount of portfolio		$ 92,632	$ 49,900
Percentage of portfolio		66.00%	36.00%
Originated | Pass | Commercial | Construction
Amounts and percentage of portfolio
Amount of portfolio		$ 146,633	$ 224,731
Percentage of portfolio		100.00%	100.00%
Originated | Pass | Residential | Real estate
Amounts and percentage of portfolio
Amount of portfolio		$ 895,475	$ 833,608
Percentage of portfolio		95.00%	93.00%
Originated | Special Mention | Commercial And Residential Loans
Amounts and percentage of portfolio
Amount of portfolio		$ 7,689	$ 12,093
Originated | Special Mention | Commercial | Real estate
Amounts and percentage of portfolio
Amount of portfolio		5,779	$ 8,911
Percentage of portfolio			1.00%
Originated | Special Mention | Commercial | Business loans
Amounts and percentage of portfolio
Amount of portfolio		1,910	$ 3,182
Originated | Substandard | Commercial And Residential Loans
Amounts and percentage of portfolio
Amount of portfolio		11,075	$ 16,928
Percentage of portfolio			1.00%
Originated | Substandard | Commercial | Real estate
Amounts and percentage of portfolio
Amount of portfolio		$ 5,933	$ 7,292
Percentage of portfolio		1.00%
Originated | Substandard | Commercial | Business loans
Amounts and percentage of portfolio
Amount of portfolio		$ 3,565	$ 7,348
Percentage of portfolio		1.00%	1.00%
Originated | Substandard | Residential | Real estate
Amounts and percentage of portfolio
Amount of portfolio		$ 1,577	$ 2,288
Originated | Doubtful | Commercial And Residential Loans
Amounts and percentage of portfolio
Amount of portfolio		7,953
Originated | Doubtful | Commercial | Business loans
Amounts and percentage of portfolio
Amount of portfolio		$ 7,953
Percentage of portfolio		1.00%
Acquired Non-Credit Impaired
Amounts and percentage of portfolio
Amount of portfolio		$ 350,257	470,496
Acquired Non-Credit Impaired | Commercial
Amounts and percentage of portfolio
Amount of portfolio		277,894	379,698
Acquired Non-Credit Impaired | Commercial | Real estate
Amounts and percentage of portfolio
Amount of portfolio		128,659	164,569
Acquired Non-Credit Impaired | Commercial | Business loans
Amounts and percentage of portfolio
Amount of portfolio		100,613	125,915
Acquired Non-Credit Impaired | Commercial | Small business leases
Amounts and percentage of portfolio
Amount of portfolio		48,622	89,113
Acquired Non-Credit Impaired | Commercial | Construction
Amounts and percentage of portfolio
Amount of portfolio			101
Acquired Non-Credit Impaired | Residential
Amounts and percentage of portfolio
Amount of portfolio		46,414	58,053
Acquired Non-Credit Impaired | Residential | Real estate
Amounts and percentage of portfolio
Amount of portfolio		46,414	58,053
Acquired Non-Credit Impaired | Consumer
Amounts and percentage of portfolio
Amount of portfolio		25,949	32,745
Acquired Non-Credit Impaired | Pass | Commercial And Residential Loans
Amounts and percentage of portfolio
Amount of portfolio		$ 309,760	$ 429,865
Percentage of portfolio		9.00%	13.00%
Acquired Non-Credit Impaired | Pass | Commercial | Real estate
Amounts and percentage of portfolio
Amount of portfolio		$ 124,575	$ 162,001
Percentage of portfolio		8.00%	12.00%
Acquired Non-Credit Impaired | Pass | Commercial | Business loans
Amounts and percentage of portfolio
Amount of portfolio		$ 90,371	$ 121,048
Percentage of portfolio		13.00%	17.00%
Acquired Non-Credit Impaired | Pass | Commercial | Small business leases
Amounts and percentage of portfolio
Amount of portfolio		$ 48,622	$ 89,113
Percentage of portfolio		34.00%	64.00%
Acquired Non-Credit Impaired | Pass | Commercial | Construction
Amounts and percentage of portfolio
Amount of portfolio			$ 101
Acquired Non-Credit Impaired | Pass | Residential | Real estate
Amounts and percentage of portfolio
Amount of portfolio		$ 46,192	$ 57,602
Percentage of portfolio		5.00%	7.00%
Acquired Non-Credit Impaired | Special Mention | Commercial And Residential Loans
Amounts and percentage of portfolio
Amount of portfolio		$ 4,821	$ 2,821
Acquired Non-Credit Impaired | Special Mention | Commercial | Real estate
Amounts and percentage of portfolio
Amount of portfolio		483	278
Acquired Non-Credit Impaired | Special Mention | Commercial | Business loans
Amounts and percentage of portfolio
Amount of portfolio		$ 4,338	2,543
Percentage of portfolio		1.00%
Acquired Non-Credit Impaired | Substandard | Commercial And Residential Loans
Amounts and percentage of portfolio
Amount of portfolio		$ 9,727	5,065
Acquired Non-Credit Impaired | Substandard | Commercial | Real estate
Amounts and percentage of portfolio
Amount of portfolio		3,601	2,290
Acquired Non-Credit Impaired | Substandard | Commercial | Business loans
Amounts and percentage of portfolio
Amount of portfolio		$ 5,904	2,324
Percentage of portfolio		1.00%
Acquired Non-Credit Impaired | Substandard | Residential | Real estate
Amounts and percentage of portfolio
Amount of portfolio		$ 222	451
Acquired Credit Impaired
Amounts and percentage of portfolio
Amount of portfolio		6,641	11,763
Acquired Credit Impaired | Commercial
Amounts and percentage of portfolio
Amount of portfolio		6,272	10,680
Acquired Credit Impaired | Commercial | Real estate
Amounts and percentage of portfolio
Amount of portfolio		5,037	5,396
Acquired Credit Impaired | Commercial | Business loans
Amounts and percentage of portfolio
Amount of portfolio		1,235	5,284
Acquired Credit Impaired | Residential
Amounts and percentage of portfolio
Amount of portfolio		107	525
Acquired Credit Impaired | Residential | Real estate
Amounts and percentage of portfolio
Amount of portfolio		107	525
Acquired Credit Impaired | Consumer
Amounts and percentage of portfolio
Amount of portfolio		262	558
Acquired Credit Impaired | Substandard | Commercial And Residential Loans
Amounts and percentage of portfolio
Amount of portfolio		6,379	11,205
Acquired Credit Impaired | Substandard | Commercial | Real estate
Amounts and percentage of portfolio
Amount of portfolio		5,037	5,396
Acquired Credit Impaired | Substandard | Commercial | Business loans
Amounts and percentage of portfolio
Amount of portfolio		1,235	5,284
Acquired Credit Impaired | Substandard | Residential | Real estate
Amounts and percentage of portfolio
Amount of portfolio		$ 107	$ 525

LOANS - Consumer Loan Risk Prof

LOANS - Consumer Loan Risk Profile (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Amounts and percentage of portfolio
Amount of portfolio	$ 4,034,130	$ 4,010,568	$ 2,941,446
Consumer
Amounts and percentage of portfolio
Amount of portfolio	$ 550,659	$ 669,607
Percentage of portfolio	100.00%	100.00%
Consumer | Home equity & lines of credit
Amounts and percentage of portfolio
Amount of portfolio	$ 228,109	$ 248,953	231,808
Percentage of portfolio	100.00%	100.00%
Consumer | Personal
Amounts and percentage of portfolio
Amount of portfolio	$ 17,271	$ 21,863	20,640
Percentage of portfolio	100.00%	100.00%
Consumer | Education
Amounts and percentage of portfolio
Amount of portfolio	$ 147,582	$ 164,202	181,646
Percentage of portfolio	100.00%	100.00%
Consumer | Automobile
Amounts and percentage of portfolio
Amount of portfolio	$ 157,697	$ 234,589	$ 187,777
Percentage of portfolio	100.00%	100.00%
Performing | Consumer
Amounts and percentage of portfolio
Amount of portfolio	$ 534,916	$ 653,675
Percentage of portfolio	97.00%	98.00%
Performing | Consumer | Home equity & lines of credit
Amounts and percentage of portfolio
Amount of portfolio	$ 226,863	$ 247,944
Percentage of portfolio	99.00%	100.00%
Performing | Consumer | Personal
Amounts and percentage of portfolio
Amount of portfolio	$ 16,926	$ 21,783
Percentage of portfolio	98.00%	100.00%
Performing | Consumer | Education
Amounts and percentage of portfolio
Amount of portfolio	$ 133,430	$ 149,359
Percentage of portfolio	90.00%	91.00%
Performing | Consumer | Automobile
Amounts and percentage of portfolio
Amount of portfolio	$ 157,697	$ 234,589
Percentage of portfolio	100.00%	100.00%
Nonperforming | Consumer
Amounts and percentage of portfolio
Amount of portfolio	$ 15,743	$ 15,932
Percentage of portfolio	3.00%	2.00%
Nonperforming | Consumer | Home equity & lines of credit
Amounts and percentage of portfolio
Amount of portfolio	$ 1,246	$ 1,009
Percentage of portfolio	1.00%
Nonperforming | Consumer | Personal
Amounts and percentage of portfolio
Amount of portfolio	$ 345	80
Percentage of portfolio	2.00%
Nonperforming | Consumer | Education
Amounts and percentage of portfolio
Amount of portfolio	$ 14,152	$ 14,843
Percentage of portfolio	10.00%	9.00%
Originated
Amounts and percentage of portfolio
Amount of portfolio	$ 3,677,232	$ 3,528,309
Originated | Consumer
Amounts and percentage of portfolio
Amount of portfolio	524,448	636,304
Originated | Consumer | Home equity & lines of credit
Amounts and percentage of portfolio
Amount of portfolio	208,191	223,060
Originated | Consumer | Personal
Amounts and percentage of portfolio
Amount of portfolio	10,978	14,458
Originated | Consumer | Education
Amounts and percentage of portfolio
Amount of portfolio	147,582	164,202
Originated | Consumer | Automobile
Amounts and percentage of portfolio
Amount of portfolio	157,697	234,584
Originated | Performing | Consumer
Amounts and percentage of portfolio
Amount of portfolio	$ 509,046	$ 620,497
Percentage of portfolio	92.00%	93.00%
Originated | Performing | Consumer | Home equity & lines of credit
Amounts and percentage of portfolio
Amount of portfolio	$ 207,036	$ 222,168
Percentage of portfolio	90.00%	90.00%
Originated | Performing | Consumer | Personal
Amounts and percentage of portfolio
Amount of portfolio	$ 10,883	$ 14,386
Percentage of portfolio	63.00%	67.00%
Originated | Performing | Consumer | Education
Amounts and percentage of portfolio
Amount of portfolio	$ 133,430	$ 149,359
Percentage of portfolio	90.00%	91.00%
Originated | Performing | Consumer | Automobile
Amounts and percentage of portfolio
Amount of portfolio	$ 157,697	$ 234,584
Percentage of portfolio	100.00%	100.00%
Originated | Nonperforming | Consumer
Amounts and percentage of portfolio
Amount of portfolio	$ 15,402	$ 15,807
Percentage of portfolio	3.00%	2.00%
Originated | Nonperforming | Consumer | Home equity & lines of credit
Amounts and percentage of portfolio
Amount of portfolio	$ 1,155	$ 892
Percentage of portfolio	1.00%
Originated | Nonperforming | Consumer | Personal
Amounts and percentage of portfolio
Amount of portfolio	$ 95	72
Percentage of portfolio	1.00%
Originated | Nonperforming | Consumer | Education
Amounts and percentage of portfolio
Amount of portfolio	$ 14,152	$ 14,843
Percentage of portfolio	10.00%	9.00%
Acquired Non-Credit Impaired
Amounts and percentage of portfolio
Amount of portfolio	$ 350,257	$ 470,496
Acquired Non-Credit Impaired | Consumer
Amounts and percentage of portfolio
Amount of portfolio	25,949	32,745
Acquired Non-Credit Impaired | Consumer | Home equity & lines of credit
Amounts and percentage of portfolio
Amount of portfolio	19,712	25,477
Acquired Non-Credit Impaired | Consumer | Personal
Amounts and percentage of portfolio
Amount of portfolio	6,237	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	$ 25,608	$ 32,620
Percentage of portfolio	5.00%	5.00%
Acquired Non-Credit Impaired | Performing | Consumer | Home equity & lines of credit
Amounts and percentage of portfolio
Amount of portfolio	$ 19,621	$ 25,360
Percentage of portfolio	9.00%	10.00%
Acquired Non-Credit Impaired | Performing | Consumer | Personal
Amounts and percentage of portfolio
Amount of portfolio	$ 5,987	$ 7,255
Percentage of portfolio	35.00%	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	$ 341	125
Acquired Non-Credit Impaired | Nonperforming | Consumer | Home equity & lines of credit
Amounts and percentage of portfolio
Amount of portfolio	91	117
Acquired Non-Credit Impaired | Nonperforming | Consumer | Personal
Amounts and percentage of portfolio
Amount of portfolio	$ 250	8
Percentage of portfolio	1.00%
Acquired Credit Impaired
Amounts and percentage of portfolio
Amount of portfolio	$ 6,641	11,763
Acquired Credit Impaired | Consumer
Amounts and percentage of portfolio
Amount of portfolio	262	558
Acquired Credit Impaired | Consumer | Home equity & lines of credit
Amounts and percentage of portfolio
Amount of portfolio	206	416
Acquired Credit Impaired | Consumer | Personal
Amounts and percentage of portfolio
Amount of portfolio	56	142
Acquired Credit Impaired | Performing | Consumer
Amounts and percentage of portfolio
Amount of portfolio	262	558
Acquired Credit Impaired | Performing | Consumer | Home equity & lines of credit
Amounts and percentage of portfolio
Amount of portfolio	206	416
Acquired Credit Impaired | Performing | Consumer | Personal
Amounts and percentage of portfolio
Amount of portfolio	$ 56	$ 142

LOANS - Loans Acquired with Det

LOANS - Loans Acquired with Deteriorated Credit Quality (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2017	Dec. 31, 2015
Loans acquired disclosures
Outstanding principal balance	$ 16,747	$ 9,741
Carrying amount	11,763	6,641	$ 98
Changes in the accretable discount on loans acquired with deteriorated credit quality
Balance at the beginning of the period	1,235	772
Accretion	(463)	(597)
Balance at the end of the period	$ 772	$ 175

LOANS - Loan Delinquencies and

LOANS - Loan Delinquencies and Non-accrual Loans (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
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	$ 48,752	$ 51,019
Past due, percentage	100.00%	100.00%
Acquired credit impaired loans	$ 6,641	$ 11,763
Current loans	$ 3,978,737	$ 3,947,786
Current loans, percentage	100.00%	100.00%
Total Portfolio	$ 4,034,130	$ 4,010,568	$ 2,941,446
Loans, percentage	100.00%	100.00%
Recorded Investment Greater Than 90 Days And Accruing	$ 14,152	$ 14,843
Non-Accruing	$ 20,521	$ 12,069
Non-Accruing, percentage	100.00%	100.00%
Acquired credit impaired loans	$ 6,641	$ 11,763	98
30-59 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 18,801	$ 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	$ 10,352	$ 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	$ 19,599	$ 20,341
Past due, percentage	100.00%	100.00%
Commercial
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 9,423	$ 6,406
Past due, percentage	19.00%	13.00%
Acquired credit impaired loans	$ 6,272	$ 10,680
Current loans	$ 2,524,203	$ 2,429,401
Current loans, percentage	63.00%	61.00%
Total Portfolio	$ 2,539,898	$ 2,446,487
Loans, percentage	63.00%	61.00%
Non-Accruing	$ 13,101	$ 3,240
Non-Accruing, percentage	64.00%	27.00%
Commercial | 30-59 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 3,457	$ 2,907
Past due, percentage	19.00%	13.00%
Commercial | 60-89 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 3,568	$ 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	$ 2,398	$ 1,369
Past due, percentage	13.00%	7.00%
Commercial | Real estate
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 3,922	$ 833
Past due, percentage	8.00%	2.00%
Acquired credit impaired loans	$ 5,037	$ 5,396
Current loans	$ 1,572,963	$ 1,382,167
Current loans, percentage	39.00%	35.00%
Total Portfolio	$ 1,581,922	$ 1,388,396	971,086
Loans, percentage	38.00%	35.00%
Non-Accruing	$ 3,273	$ 1,472
Non-Accruing, percentage	16.00%	12.00%
Acquired credit impaired loans	$ 5,037	$ 5,396
Commercial | Real estate | 30-59 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 719	$ 252
Past due, percentage	4.00%	1.00%
Commercial | Real estate | 60-89 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 1,304	$ 338
Past due, percentage	13.00%	4.00%
Commercial | Real estate | Greater than 90 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 1,899	$ 243
Past due, percentage	10.00%	1.00%
Commercial | Business loans
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 3,466
Past due, percentage	7.00%
Acquired credit impaired loans	$ 1,235
Current loans	$ 665,388
Current loans, percentage	17.00%
Total Portfolio	$ 670,089	$ 694,246	496,313
Loans, percentage	17.00%
Non-Accruing	$ 9,828
Non-Accruing, percentage	48.00%
Acquired credit impaired loans	$ 1,235	5,284
Commercial | Business loans | 30-59 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 1,291
Past due, percentage	7.00%
Commercial | Business loans | 60-89 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 1,680
Past due, percentage	16.00%
Commercial | Business loans | Greater than 90 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 495
Past due, percentage	3.00%
Commercial | Small business leases
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 2,035	$ 2,597
Past due, percentage	4.00%	5.00%
Current loans	$ 139,219	$ 136,416
Current loans, percentage	3.00%	3.00%
Total Portfolio	$ 141,254	$ 139,013
Loans, percentage	4.00%	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	$ 1,447	$ 1,802
Past due, percentage	8.00%	8.00%
Commercial | Small business leases | 60-89 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 584	$ 795
Past due, percentage	6.00%	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	$ 4
Commercial | Business loans (includes leases)
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due		$ 2,976
Past due, percentage		6.00%
Acquired credit impaired loans		$ 5,284
Current loans		$ 685,986
Current loans, percentage		17.00%
Total Portfolio		$ 694,246
Loans, percentage		17.00%
Non-Accruing		$ 1,768
Non-Accruing, percentage		15.00%
Commercial | Business loans (includes leases) | 30-59 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due		$ 853
Past due, percentage		4.00%
Commercial | Business loans (includes leases) | 60-89 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due		$ 997
Past due, percentage		12.00%
Commercial | Business loans (includes leases) | Greater than 90 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due		$ 1,126
Past due, percentage		6.00%
Commercial | Construction
Summary of Aged Analysis of Past Due and Non-accrual Loans
Current loans	$ 146,633	$ 224,832
Current loans, percentage	4.00%	6.00%
Total Portfolio	$ 146,633	$ 224,832	116,452
Loans, percentage	4.00%	6.00%
Residential
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 5,478	$ 6,413
Past due, percentage	11.00%	12.00%
Acquired credit impaired loans	$ 107	$ 525
Current loans	$ 937,988	$ 887,536
Current loans, percentage	24.00%	23.00%
Total Portfolio	$ 943,573	$ 894,474
Loans, percentage	23.00%	22.00%
Non-Accruing	$ 5,829	$ 7,740
Non-Accruing, percentage	28.00%	64.00%
Residential | 30-59 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 2,132	$ 2,252
Past due, percentage	11.00%	10.00%
Residential | 60-89 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 1,113	$ 466
Past due, percentage	11.00%	5.00%
Residential | Greater than 90 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 2,233	$ 3,695
Past due, percentage	11.00%	18.00%
Residential | Real estate
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 5,478	$ 6,413
Past due, percentage	11.00%	12.00%
Acquired credit impaired loans	$ 107	$ 525
Current loans	$ 937,988	$ 887,536
Current loans, percentage	24.00%	23.00%
Total Portfolio	$ 943,573	$ 894,474	735,724
Loans, percentage	23.00%	22.00%
Non-Accruing	$ 5,829	$ 7,740
Non-Accruing, percentage	28.00%	64.00%
Acquired credit impaired loans	$ 107	$ 525	98
Residential | Real estate | 30-59 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 2,132	$ 2,252
Past due, percentage	11.00%	10.00%
Residential | Real estate | 60-89 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 1,113	$ 466
Past due, percentage	11.00%	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	$ 2,233	$ 3,695
Past due, percentage	11.00%	18.00%
Consumer
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 33,851	$ 38,200
Past due, percentage	70.00%	75.00%
Acquired credit impaired loans	$ 262	$ 558
Current loans	$ 516,546	$ 630,849
Current loans, percentage	13.00%	16.00%
Total Portfolio	$ 550,659	$ 669,607
Loans, percentage	14.00%	17.00%
Recorded Investment Greater Than 90 Days And Accruing	$ 14,152	$ 14,843
Non-Accruing	$ 1,591	$ 1,089
Non-Accruing, percentage	8.00%	9.00%
Consumer | 30-59 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 13,212	$ 16,923
Past due, percentage	70.00%	77.00%
Consumer | 60-89 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 5,671	$ 6,000
Past due, percentage	54.00%	70.00%
Consumer | Greater than 90 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 14,968	$ 15,277
Past due, percentage	76.00%	75.00%
Consumer | Home equity & lines of credit
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 1,723	$ 2,014
Past due, percentage	4.00%	4.00%
Acquired credit impaired loans	$ 206	$ 416
Current loans	$ 226,180	$ 246,523
Current loans, percentage	6.00%	6.00%
Total Portfolio	$ 228,109	$ 248,953	231,808
Loans, percentage	6.00%	6.00%
Non-Accruing	$ 1,246	$ 1,009
Non-Accruing, percentage	6.00%	8.00%
Acquired credit impaired loans	$ 206	$ 416
Consumer | Home equity & lines of credit | 30-59 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 856	$ 1,103
Past due, percentage	5.00%	5.00%
Consumer | Home equity & lines of credit | 60-89 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 285	$ 502
Past due, percentage	3.00%	6.00%
Consumer | Home equity & lines of credit | Greater than 90 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 582	$ 409
Past due, percentage	3.00%	2.00%
Consumer | Personal
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 550	$ 646
Past due, percentage	1.00%	1.00%
Acquired credit impaired loans	$ 56	$ 142
Current loans	16,665	$ 21,075
Current loans, percentage		1.00%
Total Portfolio	17,271	$ 21,863	20,640
Loans, percentage		1.00%
Non-Accruing	$ 345	$ 80
Non-Accruing, percentage	2.00%	1.00%
Acquired credit impaired loans	$ 56	$ 142
Consumer | Personal | 30-59 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 198	$ 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	$ 118	$ 165
Past due, percentage	1.00%	2.00%
Consumer | Personal | Greater than 90 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 234	$ 25
Past due, percentage	1.00%
Consumer | Education
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 27,301	$ 30,501
Past due, percentage	56.00%	60.00%
Current loans	$ 120,281	$ 133,701
Current loans, percentage	3.00%	3.00%
Total Portfolio	$ 147,582	$ 164,202	181,646
Loans, percentage	4.00%	4.00%
Recorded Investment Greater Than 90 Days And Accruing	$ 14,152	$ 14,843
Consumer | Education | 30-59 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 8,328	$ 10,974
Past due, percentage	44.00%	50.00%
Consumer | Education | 60-89 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 4,821	$ 4,684
Past due, percentage	46.00%	54.00%
Consumer | Education | Greater than 90 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 14,152	$ 14,843
Past due, percentage	72.00%	73.00%
Consumer | Automobile
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 4,277	$ 5,039
Past due, percentage	9.00%	10.00%
Current loans	$ 153,420	$ 229,550
Current loans, percentage	4.00%	6.00%
Total Portfolio	$ 157,697	$ 234,589	$ 187,777
Loans, percentage	4.00%	6.00%
Consumer | Automobile | 30-59 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 3,830	$ 4,390
Past due, percentage	20.00%	20.00%
Consumer | Automobile | 60-89 Days Past Due
Summary of Aged Analysis of Past Due and Non-accrual Loans
Loans past due	$ 447	$ 649
Past due, percentage	4.00%	8.00%

LOANS - Troubled Debt Restructu

LOANS - Troubled Debt Restructured Loans by Classification (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2017USD ($)item	Dec. 31, 2016USD ($)item	Dec. 31, 2015USD ($)item
Summary of loans whose terms were modified in a manner that met the definition of a TDR
Number of accruing TDRs modified during the period | item	2	3	1
Value of accruing TDRs modified during the period | $	$ 1,500	$ 1,900	$ 150
Number of TDR loans at period end | item	12	10	7
Outstanding principal balance of TDR loans at period end | $	$ 9,895	$ 3,006	$ 881
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	5	6
Outstanding principal balance of TDR loans at period end | $	$ 9,499	$ 2,709
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	3
Outstanding principal balance of TDR loans at period end | $	$ 1,242	$ 770
Commercial | Business loans (includes leases)
Summary of loans whose terms were modified in a manner that met the definition of a TDR
Number of TDR loans at period end | item	4	3
Outstanding principal balance of TDR loans at period end | $	$ 8,257	$ 1,939
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	4	6
Outstanding principal balance of TDR loans at period end | $	$ 330	$ 297	$ 679
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	4	6
Outstanding principal balance of TDR loans at period end | $	$ 330	$ 297	$ 679
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		1
Outstanding principal balance of TDR loans at period end | $	$ 66		$ 202
Consumer | Home equity & 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	2		1
Outstanding principal balance of TDR loans at period end | $	$ 66		$ 202

LOANS - Summary of Troubled Deb

LOANS - Summary of Troubled Debt Restructured Loans (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2017USD ($)item	Dec. 31, 2016USD ($)item	Dec. 31, 2015USD ($)item
Summary of troubled debt restructured loans
Number of loans modified | item	8	6	4
Loans modified during the period in a manner that met the definition of a TDR | $	$ 9,643	$ 2,709	$ 477
No. of Loans immediately before modification | item	8	6	4
Outstanding principal balance immediately before modification | $	$ 9,680	$ 2,709	$ 498
No. of Loans immediately after modification | item	8	6	4
Outstanding principal balance immediately after modification | $	$ 9,643	$ 2,709	$ 477
Aggregate number of loans charge-off recognized on TDRs outstanding at period end since origination | item			3
Aggregate principal charge-off recognized on TDRs outstanding at period end since origination | $			$ 117
Number of TDR loans at period end | item	12	10	7
Outstanding principal balance of TDR loans at period end | $	$ 9,895	$ 3,006	$ 881
Number of loans that re-defaulted subsequent to being modified (in the past twelve months) | item	1	1
TDRs that re-defaulted subsequent to being modified (in the past twelve months) | $	$ 59	$ 43
Deferral of principal amounts due
Summary of troubled debt restructured loans
Number of loans modified | item	6	6	3
Outstanding principal balance of loans modified | $	$ 8,371	$ 2,709	$ 279
Temporary reduction in interest rate
Summary of troubled debt restructured loans
Number of loans modified | item	2		1
Outstanding principal balance of loans modified | $	$ 1,272		$ 198

LOANS - Impaired Loans (Details

LOANS - Impaired Loans (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Components of Impaired Loans
Recorded investment, with no related specific allowance	$ 14,047,000	$ 14,010,000	$ 14,917,000
Unpaid principal balance, with no related specific allowance	14,987,000	15,046,000	15,768,000
Related allowance, with a related specific allowance	1,500,000
Average recorded investment, with no related specific allowance	12,883,000	14,778,000	13,945,000
Interest income recognized, with no related specific allowance	70,000	94,000	8,000
Recorded investment, with a related specific allowance	7,953,000
Unpaid principal balance, with a related specific allowance	7,953,000
Average recorded investment, with a related specific allowance	8,954,000
Recorded investment	22,000,000
Unpaid principal balance	22,940,000
Average recorded investment	21,837,000
Interest income recognized	70,000
Value of impaired loans that were accruing TDRs that were modified and are performing in accordance with modified terms	1,500,000	1,900	150,000
Interest income recognizable as per original terms	1,300,000	817,000
Specific valuation allowance	41,767,000	43,261,000	45,500,000
Shared national credits
Components of Impaired Loans
Specific valuation allowance	1,500,000	0
Commercial
Components of Impaired Loans
Recorded investment, with no related specific allowance		5,181,000	3,448,000
Unpaid principal balance, with no related specific allowance		5,244,000	3,448,000
Related allowance, with a related specific allowance	1,500,000
Average recorded investment, with no related specific allowance		4,250,000	3,706,000
Interest income recognized, with no related specific allowance		94,000
Recorded investment	14,580,000
Unpaid principal balance	14,773,000
Average recorded investment	13,648,000
Interest income recognized	70,000
Commercial | Business loans (includes leases)
Components of Impaired Loans
Recorded investment, with no related specific allowance		3,709,000	1,378,000
Unpaid principal balance, with no related specific allowance		3,772,000	1,378,000
Average recorded investment, with no related specific allowance		2,047,000	1,707,000
Interest income recognized, with no related specific allowance		94,000
Commercial | Real estate
Components of Impaired Loans
Recorded investment, with no related specific allowance	4,515,000	1,472,000	2,029,000
Unpaid principal balance, with no related specific allowance	4,548,000	1,472,000	2,029,000
Average recorded investment, with no related specific allowance	2,515,000	2,191,000	1,654,000
Interest income recognized, with no related specific allowance	56,000
Specific valuation allowance	28,205,000	23,395,000	22,640,000
Commercial | Business loans
Components of Impaired Loans
Recorded investment, with no related specific allowance	2,112,000
Unpaid principal balance, with no related specific allowance	2,272,000
Related allowance, with a related specific allowance	1,500,000
Average recorded investment, with no related specific allowance	2,179,000
Interest income recognized, with no related specific allowance	14,000
Recorded investment, with a related specific allowance	7,953,000
Unpaid principal balance, with a related specific allowance	7,953,000
Average recorded investment, with a related specific allowance	8,954,000
Specific valuation allowance	9,019,000	9,923,000	11,856,000
Commercial | Construction
Components of Impaired Loans
Recorded investment, with no related specific allowance			41,000
Unpaid principal balance, with no related specific allowance			41,000
Average recorded investment, with no related specific allowance			345,000
Specific valuation allowance	963,000	3,579,000	2,335,000
Commercial | Small business leases
Components of Impaired Loans
Average recorded investment, with no related specific allowance		12,000
Specific valuation allowance	961,000	536,000
Residential
Components of Impaired Loans
Recorded investment, with no related specific allowance		7,740,000	9,834,000
Unpaid principal balance, with no related specific allowance		8,672,000	10,675,000
Average recorded investment, with no related specific allowance		8,882,000	8,513,000
Interest income recognized, with no related specific allowance			8,000
Recorded investment	5,829,000
Unpaid principal balance	6,546,000
Average recorded investment	6,834,000
Residential | Real estate
Components of Impaired Loans
Recorded investment, with no related specific allowance	5,829,000	7,740,000	9,834,000
Unpaid principal balance, with no related specific allowance	6,546,000	8,672,000	10,675,000
Average recorded investment, with no related specific allowance	6,834,000	8,882,000	8,513,000
Interest income recognized, with no related specific allowance			8,000
Specific valuation allowance	838,000	1,493,000	1,644,000
Consumer
Components of Impaired Loans
Recorded investment, with no related specific allowance		1,089,000	1,635,000
Unpaid principal balance, with no related specific allowance		1,130,000	1,645,000
Average recorded investment, with no related specific allowance		1,646,000	1,726,000
Recorded investment	1,591,000
Unpaid principal balance	1,621,000
Average recorded investment	1,355,000
Consumer | Home equity & lines of credit
Components of Impaired Loans
Recorded investment, with no related specific allowance	1,246,000	1,009,000	1,635,000
Unpaid principal balance, with no related specific allowance	1,276,000	1,050,000	1,645,000
Average recorded investment, with no related specific allowance	1,109,000	1,460,000	1,711,000
Specific valuation allowance	491,000	1,185,000	2,356,000
Consumer | Personal
Components of Impaired Loans
Recorded investment, with no related specific allowance	345,000	80,000
Unpaid principal balance, with no related specific allowance	345,000	80,000
Average recorded investment, with no related specific allowance	240,000	178,000	12,000
Specific valuation allowance	255,000	372,000	436,000
Consumer | Education
Components of Impaired Loans
Average recorded investment, with no related specific allowance		5,000
Specific valuation allowance	121,000	129,000	125,000
Consumer | Automobile
Components of Impaired Loans
Average recorded investment, with no related specific allowance	6,000	3,000	3,000
Specific valuation allowance	$ 914,000	$ 2,649,000	$ 4,108,000

ACCRUED INTEREST RECEIVABLE (De

ACCRUED INTEREST RECEIVABLE (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
ACCRUED INTEREST RECEIVABLE
Total accrued interest receivable	$ 17,512	$ 16,635
Total accrued interest receivable (as a percent)	100.00%	100.00%
Interest-bearing deposits
ACCRUED INTEREST RECEIVABLE
Total accrued interest receivable	$ 231	$ 50
Total accrued interest receivable (as a percent)	1.30%	0.30%
Investment securities
ACCRUED INTEREST RECEIVABLE
Total accrued interest receivable	$ 2,183	$ 2,521
Total accrued interest receivable (as a percent)	12.50%	15.20%
Loans
ACCRUED INTEREST RECEIVABLE
Total accrued interest receivable	$ 15,098	$ 14,064
Total accrued interest receivable (as a percent)	86.20%	84.50%

BANK PREMISES AND EQUIPMENT (De

BANK PREMISES AND EQUIPMENT (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Premises and equipment
Total, gross	$ 111,345	$ 112,372
Accumulated depreciation and amortization	(40,772)	(36,928)
Total, net	70,573	75,444
Depreciation and amortization expense	6,132	6,482	$ 6,079
Land
Premises and equipment
Total, gross	19,703	19,703
Bank premises
Premises and equipment
Total, gross	55,714	55,147
Furniture, fixtures and equipment
Premises and equipment
Total, gross	19,086	20,742
Leasehold improvements
Premises and equipment
Total, gross	16,095	16,355
Construction in progress
Premises and equipment
Total, gross	$ 747	$ 425

GOODWILL AND OTHER INTANGIBLE99

GOODWILL AND OTHER INTANGIBLES - Goodwill (Details) $ in Thousands	Apr. 14, 2016USD ($)	Dec. 31, 2017USD ($)	Dec. 31, 2016USD ($)	Dec. 31, 2015USD ($)
Goodwill disclosures
Goodwill acquired			$ 47,152
Other intangibles		$ 2,884	4,446
Conestoga Bank
Goodwill disclosures
Goodwill acquired	$ 47,029
Beneficial Insurance Services, LLC
Goodwill disclosures
Impairment		0
Core deposit intangible
Goodwill disclosures
Intangibles acquired			2,247
Other intangibles		$ 1,723	2,883	$ 2,423
Estimated useful life		10 years
Core deposit intangible | Conestoga Bank
Goodwill disclosures
Intangibles acquired		$ 2,200
Intangible value assumption, percent of deposits	0.65	0.65
Estimated useful life		10 years
Customer relationships intangible
Goodwill disclosures
Other intangibles		$ 1,161	$ 1,563	$ 1,966
Minimum | Customer list
Goodwill disclosures
Estimated useful life		4 years
Maximum | Customer list
Goodwill disclosures
Estimated useful life		6 years

GOODWILL AND OTHER INTANGIBL100

GOODWILL AND OTHER INTANGIBLES - Intangible Assets and Amortization Expense (Details) - USD ($) $ in Thousands	Apr. 14, 2016	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2017	Dec. 31, 2016
Summary of goodwill
Balance at the beginning of the period		$ 169,125	$ 121,973
Goodwill acquired			47,152
Balance at the end of the period		169,002	169,125
Summary of intangible assets
Balance at the beginning of the period		4,446
Amortization		(1,600)	(2,200)
Balance at the end of the period		2,884	4,446
Summary of amortizing intangible assets
Gross				$ 36,556	$ 36,556
Accumulated Amortization				(33,672)	(32,110)
Net		4,446	4,446	2,884	4,446
Expected amortization expense
2,018				796
2,019				728
2,020				655
2,021				232
2,022				179
2023 and thereafter				294
Conestoga Bank
Summary of goodwill
Goodwill acquired	$ 47,029
Adjustment		(123)
Balance at the end of the period		47,029
Core deposit intangible
Summary of intangible assets
Balance at the beginning of the period		2,883	2,423
Additions			2,247
Amortization		(1,160)	(1,787)
Balance at the end of the period		1,723	2,883
Summary of amortizing intangible assets
Gross				26,170	26,170
Accumulated Amortization				(24,447)	(23,287)
Net		2,883	2,423	1,723	2,883
Core deposit intangible | Conestoga Bank
Summary of intangible assets
Additions		2,200
Amortization		(380)
Customer relationships intangible
Summary of intangible assets
Balance at the beginning of the period		1,563	1,966
Amortization		(402)	(403)
Balance at the end of the period		1,161	1,563
Summary of amortizing intangible assets
Net		1,563	1,966	1,161	1,563
Customer relationships
Summary of intangible assets
Balance at the beginning of the period		1,563
Balance at the end of the period		1,161	1,563
Summary of amortizing intangible assets
Gross				10,386	10,386
Accumulated Amortization				(9,225)	(8,823)
Net		$ 1,563	$ 1,563	$ 1,161	$ 1,563

OTHER ASSETS - Summary of Other

OTHER ASSETS - Summary of Other Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
OTHER ASSETS:
Investments in affordable housing and other partnerships		$ 4,053	$ 5,575
Prepaid assets		2,691	2,493
Net deferred tax assets		22,975	44,789
Other real estate		189	821
Fixed assets held for sale			744
Servicing rights		2,341	2,169
All other assets		7,138	6,031
Total other assets		39,387	$ 62,622
Other assets disclosures
Reduction in valuation of net deferred tax assets related to enactment of H.R. 1		$ 14,100
Corporate income tax (in percent)		35.00%	35.00%	35.00%
Forecast
Other assets disclosures
Corporate income tax (in percent)	21.00%

DEPOSITS - Deposits by Major Cl

DEPOSITS - Deposits by Major Classification (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
DEPOSITS
Non-interest bearing deposits	$ 563,185	$ 518,294
Interest-earning checking accounts	898,263	930,227
Municipal checking accounts	123,697	125,063
Money market accounts	419,773	444,226
Savings accounts	1,288,875	1,265,864
Certificates of deposit	856,700	874,514
Total deposits	$ 4,150,493	$ 4,158,188
Non-interest bearing deposits, percentage	13.60%	12.50%
Interest-earning checking accounts, percentage	21.60%	22.40%
Municipal checking accounts, percentage	3.00%	3.00%
Money market accounts, percentage	10.10%	10.70%
Savings accounts, percentage	31.10%	30.40%
Certificates of deposit, percentage	20.60%	21.00%
Total deposits, percentage	100.00%	100.00%

DEPOSITS - Deposits by Maturity

DEPOSITS - Deposits by Maturity (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
DEPOSITS
2,018	$ 441,423
2,019	135,841
2,020	156,012
2,021	73,038
2,022	50,384
2023 and thereafter	2
Aggregate certificates of deposit accounts in denominations of $100 thousand dollars or more	182,600	$ 176,000	$ 122,600
FDIC deposit insurance per account owner	$ 250

BORROWED FUNDS - Summary of Bor

BORROWED FUNDS - Summary of Borrowings (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Summary of borrowed funds
FHLB advances	$ 515,000	$ 465,000
Statutory trust debenture	25,439	25,423
Total borrowed funds	$ 540,439	$ 490,423

BORROWED FUNDS - Summary of FHL

BORROWED FUNDS - Summary of FHLB Advances and Repurchase Agreements (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Advances from the FHLB that bear fixed interest rates with remaining periods until maturity
Due in one year or less	$ 20,000	$ 75,000
Due after one year through five years	495,000	390,000
Total FHLB advances	$ 515,000	$ 465,000

BORROWED FUNDS - FHLB Advances

BORROWED FUNDS - FHLB Advances (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2017USD ($)item	Dec. 31, 2016USD ($)
FHLB Advances disclosures
Federal Home Loan Bank stock	$ 23,210	$ 21,231
FHLB advances
FHLB Advances disclosures
Number of regional Federal Home Loan Banks | item	11
The Bank | FHLB Pittsburgh | FHLB advances
FHLB Advances disclosures
Maximum borrowing capacity of FHLB advances	$ 2,000,000
Outstanding borrowings of FHLB advances	515,000
Future dated advances	20,000
Amount of remaining borrowings available with the FHLB	1,500,000
Federal Home Loan Bank stock	23,200
The Bank | FHLB Pittsburgh | FHLB advances | Future borrowing arrangement from January 2018 through January 2022
FHLB Advances disclosures
Outstanding borrowings of FHLB advances	$ 20,000

BORROWED FUNDS - Weighted Avera

BORROWED FUNDS - Weighted Average Interest Rates (Details)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
FHLB advances
Borrowed funds
Federal Home Loan Bank advances, weighted average interest rate for the year (as a percent)	1.72%	2.04%
Federal Home Loan Bank overnight borrowings
Borrowed funds
Weighted average interest rate for the year (as a percent)	1.08%	0.62%
Federal Reserve Bank borrowings | Federal Reserve Bank Of Philadelphia
Borrowed funds
Weighted average interest rate for the year (as a percent)	1.50%	1.01%
Statutory Trust Debenture | FMS Statutory Trust II
Borrowed funds
Weighted average interest rate for the year (as a percent)	2.92%	2.40%
Other debt securities
Borrowed funds
Weighted average interest rate for the year (as a percent)	1.38%	0.79%

BORROWED FUNDS - Loans Pledged

BORROWED FUNDS - Loans Pledged as Collateral (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Borrowed funds
Amount of increased borrowings	$ 135,000	$ 495,993	$ 11,000
FHLB advances	515,000	465,000
Available unused borrowing capacity from Federal Reserve Bank	146,200
FHLB advances
Borrowed funds
Amount of increased borrowings	50,000
FHLB advance maturing February 2021
Borrowed funds
FHLB advances	$ 50,000
Weighted average interest rate	1.60%
FHLB advance maturing March 2020
Borrowed funds
FHLB advances	$ 75,000
Weighted average interest rate	2.24%
Federal Reserve Bank borrowings
Borrowed funds
Outstanding borrowings	$ 0	0
Federal Reserve Bank borrowings | Federal Reserve Bank Of Philadelphia
Borrowed funds
Loans pledged to secure borrowing capacity	$ 193,600	$ 265,600

BORROWED FUNDS - Statutory Trus

BORROWED FUNDS - Statutory Trust Debenture (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Jul. 13, 2007
FMS Statutory Trust II
Borrowed funds
Floating rate capital securities issued by a trust to the Company	$ 25,800
Common stock issued by a trust to the Company	759
Repurchase Agreements
Borrowed funds
Outstanding repurchase agreements	0	$ 0
Statutory Trust Debenture | FMS Statutory Trust II
Borrowed funds
Debt, before amortization	$ 25,800
Fair value of debt			$ 25,300
Interest rate at end of period (as a percent)	3.17%
Variable rate basis	3 Month LIBOR
Margin (as a percent)	1.58%

OTHER LIABILITIES - Summary of

OTHER LIABILITIES - Summary of Other Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
OTHER LIABILITIES
Accrued pension and other postretirement benefits	$ 27,888	$ 29,442
Other accrued expenses	14,351	15,066
Mortgage escrow	10,952	10,774
Deferred rent	7,425	7,303
Accrued interest	3,039	2,763
Income taxes payable		104
Other liabilities	9,351	10,774
Total other liabilities	$ 73,006	$ 76,226

REGULATORY CAPITAL REQUIREME111

REGULATORY CAPITAL REQUIREMENTS - Summary of Requirements (Details)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Summary of regulatory capital requirements and ratios
Common Equity Tier 1 Capital (to risk weighted assets), ratio (as a percent)	22.12%	21.45%
Tier 1 Capital (to risk weighted assets), ratio (as a percent)	22.76%	22.06%
Total Capital (to risk weighted assets), ratio (as a percent)	23.84%	23.14%
Tier 1 Leverage ratio (as a percent)	16.19%	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 REQUIREME112

REGULATORY CAPITAL REQUIREMENTS - Summary of Compliance (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Tier 1 Leverage
Tier 1 Leverage, actual, capital amount	$ 914,552	$ 891,129
Tier 1 Leverage (to average assets), actual, ratio (as a percent)	16.19%	16.15%
Tier 1 Leverage, for capital adequacy purposes, capital amount	$ 225,909	$ 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	$ 282,387	$ 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	$ 889,113	$ 866,540
Common Equity Tier 1 Capital (to risk weighted assets), ratio (as a percent)	22.12%	21.45%
Common Equity Tier 1 Capital, for capital adequacy purposes, capital amount	$ 180,841	$ 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	$ 261,215	$ 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	$ 914,552	$ 891,129
Tier 1 Capital (to risk weighted assets), actual, ratio (as a percent)	22.76%	22.06%
Tier 1 Capital, for capital adequacy purposes, capital amount	$ 241,121	$ 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	$ 321,495	$ 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	$ 958,013	$ 934,624
Total Capital (to risk weighted assets), actual, ratio (as a percent)	23.84%	23.14%
Total Capital, for capital adequacy purposes, capital amount	$ 321,495	$ 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	$ 401,869	$ 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	$ 816,461	$ 814,038
Tier 1 Leverage (to average assets), actual, ratio (as a percent)	14.46%	14.76%
Tier 1 Leverage, for capital adequacy purposes, capital amount	$ 225,870	$ 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	$ 282,337	$ 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	$ 816,461	$ 814,038
Common Equity Tier 1 Capital (to risk weighted assets), ratio (as a percent)	20.34%	20.17%
Common Equity Tier 1 Capital, for capital adequacy purposes, capital amount	$ 180,662	$ 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	$ 260,956	$ 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	$ 816,461	$ 814,038
Tier 1 Capital (to risk weighted assets), actual, ratio (as a percent)	20.34%	20.17%
Tier 1 Capital, for capital adequacy purposes, capital amount	$ 240,882	$ 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	$ 321,177	$ 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	$ 859,852	$ 857,533
Total Capital (to risk weighted assets), actual, ratio (as a percent)	21.42%	21.25%
Total Capital, for capital adequacy purposes, capital amount	$ 321,177	$ 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	$ 401,471	$ 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 - Components of Pr

INCOME TAXES - Components of Provision for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Components of provision for income taxes
Current federal taxes	$ 10,087	$ 6,033	$ 3,271
Current state and local taxes	1,711	1,547	1,270
Deferred federal and state taxes	20,996	6,064	6,184
Total	$ 32,794	$ 13,644	$ 10,725

INCOME TAXES - Effective Income

INCOME TAXES - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Effective income tax rate reconciliation, amount
Tax at statutory rate	$ 19,851	$ 13,689	$ 11,766
Change in taxes due to Tax-exempt income	(694)	(971)	(1,015)
Change in taxes due to State and local income taxes	2,249	1,446	1,094
Change in taxes due to Employee benefit programs	(2,001)	(17)	(360)
Change in taxes due to Federal income tax credits	(920)	(994)	(1,000)
Change in taxes due to Valuation allowances - state and local income taxes/OTTI	75	(692)	(102)
Section 162(m): Limit on Compensation	1,186	664
Other	(93)	519	342
Subtotal	19,653	13,644	10,725
Impact of change in tax law	13,141
Total	$ 32,794	$ 13,644	$ 10,725
Effective income tax rate reconciliation, percent
Tax at statutory rate (as a percent)	35.00%	35.00%	35.00%
Change in tax rate due to Tax-exempt income (as a percent)	(1.22%)	(2.48%)	(3.02%)
Change in tax rate due to State and local income taxes (as a percent)	3.97%	3.70%	3.25%
Change in tax rate due to Employee benefit programs (as a percent)	(3.53%)	(0.04%)	(1.07%)
Change in tax rate due to Federal income tax credits (as a percent)	(1.62%)	(2.54%)	(2.97%)
Valuation allowances - state and local income taxes/OTTI (as a percent)	(0.13%)	1.77%	0.30%
Section 162(m): Limit on Compensation (as a percent)	2.09%	1.70%
Other (as a percent)	(0.17%)	1.31%	1.01%
Subtotal (as a percent)	34.65%	34.88%	31.90%
Impact of change in tax law (as a percent)	23.17%
Total (as a percent)	57.82%	34.88%	31.90%

INCOME TAXES - Deferred Tax (De

INCOME TAXES - Deferred Tax (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Deferred tax assets:
Reserve for bad debts		$ 9,086	$ 15,818
Pension and postretirement liabilities (ASC 715)		8,217	13,402
Federal income tax credits			2,085
Deferred compensation		4,803	8,995
State net operating loss carryover/state credits		1,764	426
Purchase accounting adjustments		2,860	9,561
Lease accounting		772	1,175
OREO		117	161
Premises and equipment		222
Available-for-sale securities		84	427
Accrued expenses and other		1,936	3,744
Deferred tax assets, gross		29,861	55,794
Less: Valuation Allowance		(608)	(426)
Total		29,253	55,368
Deferred tax liabilities:
Pension and postretirement benefits		3,169	5,278
Intangibles		1,201	1,961
Premises and equipment			257
Prepaid expenses and deferred loan costs		1,416	2,293
Mortgage servicing rights and other		492	790
Total deferred tax liabilities		6,278	10,579
Net deferred tax assets		$ 22,975	$ 44,789
Tax at statutory rate (as a percent)		35.00%	35.00%	35.00%
One-time charge to income tax expense related to remeasurement of deferred tax assets		$ 13,100
ASU 2018-02
Deferred tax liabilities:
Tax effects stranded in accumulated OCI to be reclassified to retained earnings		$ 5,000
Forecast
Deferred tax liabilities:
Tax at statutory rate (as a percent)	21.00%

INCOME TAXES - Operating Loss a

INCOME TAXES - Operating Loss and Tax Credit Carryforwards (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Operating loss and tax credit carryforwards
Net deferred tax liabilities recorded as adjustments to other comprehensive income tax accounts	$ 727
Net deferred tax assets recorded as adjustments to other comprehensive income tax accounts		$ 539
Uncertain tax liability for uncertain tax positions	$ 0	$ 0
Tax at statutory rate (as a percent)	35.00%	35.00%	35.00%
Interest and penalties incurred related to unrecognized tax positions	$ 0	$ 0
Unrecognized Deferred Income Taxes	1,400	$ 1,400
State and local
Operating loss and tax credit carryforwards
Net operating loss carryovers	15,300
Deferred tax assets	608
Valuation allowance	608
Federal
Operating loss and tax credit carryforwards
Valuation allowance	$ 0

PENSION AND OTHER POSTRETIRE117

PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS - Summary of Benefit Obligation and Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2017	Dec. 31, 2016
Pension and postretirement benefit plans
Reduction in net periodic benefit cost						$ 656
Change in Assets
Fair value of assets at beginning of year	$ 91,666
Fair value of assets at end of year	99,197	$ 91,666
Reconciliation of funded status of defined benefit plan
Fair value of plan assets	91,666	91,666			$ 99,197	91,666
Pension Benefits
Change in Benefit Obligation
Increase in pension plan projected benefit obligation				$ 5,700
Benefit obligation at beginning of year	96,657	94,277
Business combination		1,291
Interest cost	3,365	3,416	$ 3,835
Actuarial loss/(gain)	5,958	1,588
Benefits paid	(4,069)	(3,915)
Benefit obligation at end of year	101,911	96,657	94,277
Change in Assets
Fair value of assets at beginning of year	91,666	88,040
Business combination		957
Actual gain/(loss) return on assets	11,815	6,828
Employer contribution	293	351
Expense	(606)	(595)
Benefits paid	(4,069)	(3,915)
Fair value of assets at end of year	99,099	91,666	88,040
Reconciliation of funded status of defined benefit plan
Projected benefit obligation	96,657	94,277	94,277		101,911	96,657
Fair value of plan assets	91,666	88,040	88,040		99,099	91,666
Accrued pension cost					2,812	4,991
Amounts recognized in accumulated other comprehensive income
Net loss					33,055	34,338
Other Postretirement Benefits
Change in Benefit Obligation
Benefit obligation at beginning of year	22,337	21,419
Service cost	121	128	154
Interest cost	738	726	827
Participants' contributions	94	78
Actuarial loss/(gain)	1,430	1,377
Benefits paid	(1,437)	(1,391)
Benefit obligation at end of year	23,283	22,337	21,419
Change in Assets
Employer contribution	1,343	1,313
Participants' contributions	94	78
Benefits paid	(1,437)	(1,391)
Reconciliation of funded status of defined benefit plan
Projected benefit obligation	$ 22,337	$ 21,419	$ 21,419		23,283	22,337
Accrued pension cost					23,283	22,337
Amounts recognized in accumulated other comprehensive income
Net loss					6,360	5,180
Prior service cost					$ (559)	(1,044)
Conestoga Bank
Pension and postretirement benefit plans
Acquired pension liability at fair value						$ 280

PENSION AND OTHER POSTRETIRE118

PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS- Assumptions and Components (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Pension Benefits
Components of net pension cost
Interest cost	$ 3,365	$ 3,416	$ 3,835
Expected return on assets	(6,269)	(6,284)	(6,632)
Recognized net actuarial loss	2,302	2,382	2,346
Net periodic pension (benefit) cost	(602)	$ (486)	$ (451)
Amounts that will be amortized from accumulated other comprehensive income (loss) in next fiscal year
Estimated net loss	2,200
Estimated transition	0
Estimated future benefit payments for all pension and postretirement plans
2,018	4,447
2,019	4,629
2,020	5,002
2,021	5,628
2,022	4,954
2023-2027	$ 29,714
Pension Benefits | Consolidated Plans
Significant assumptions used to calculate the net periodic pension cost and obligation
Discount rate for periodic pension cost (as a percent)	4.12%	4.25%	3.90%
Discount rate for benefit obligation (as a percent)	3.59%	4.12%	4.25%
Expected long-term rate of return on plan assets (as a percent)	7.00%	7.25%	7.25%
Other Postretirement Benefits
Components of net pension cost
Service cost	$ 121	$ 128	$ 154
Interest cost	738	726	827
Amortization of transition obligation	73	17	208
Amortization of prior service cost	(486)	(485)	(518)
Recognized net actuarial loss	179	144	87
Net periodic pension (benefit) cost	$ 625	$ 530	$ 758
Assumed health care cost trend rates
Initial health care costs trend rate for participants over the age of 65 (as a percent)	7.25%
Projected ultimate health care costs trend rate in 2027 (as a percent)	5.00%
Effect of one-percentage point change in assumed health-care cost trend rates
Effect of one-percentage point increase on accumulated postretirement benefit obligation	$ 771
Effect of one-percentage point decrease on accumulated postretirement benefit obligation	(779)
Effect of one-percentage point increase on service and interest cost	32
Effect of one-percentage point decrease on service and interest cost	(31)
Amounts that will be amortized from accumulated other comprehensive income (loss) in next fiscal year
Estimated transition	369
Prior service cost	(486)
Estimated future benefit payments for all pension and postretirement plans
2,018	1,354
2,019	1,279
2,020	1,240
2,021	1,244
2,022	1,256
2023-2027	$ 6,613
Other Postretirement Benefits | The Bank
Significant assumptions used to calculate the net periodic pension cost and obligation
Discount rate for periodic pension cost (as a percent)	4.04%	4.27%	3.90%
Discount rate for benefit obligation (as a percent)	3.56%	4.04%	4.25%
Other Postretirement Benefits | FMS Plans
Significant assumptions used to calculate the net periodic pension cost and obligation
Discount rate for periodic pension cost (as a percent)	3.31%	3.43%	3.90%
Discount rate for benefit obligation (as a percent)	3.09%	3.31%	4.25%

PENSION AND OTHER POSTRETIRE119

PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS - Fair Values of Pension and Postretirement Plan Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Pension and postretirement benefit plans
Assets	$ 99,197	$ 91,666
Large cap
Pension and postretirement benefit plans
Assets	10,063	9,700
Mid cap
Pension and postretirement benefit plans
Assets	74	72
Small cap
Pension and postretirement benefit plans
Assets	2,910	3,170
International
Pension and postretirement benefit plans
Assets	6,776	6,413
Global Managed Volatility
Pension and postretirement benefit plans
Assets	7,027	6,565
US Managed Volatility
Pension and postretirement benefit plans
Assets	3,768	3,846
Fixed Income
Pension and postretirement benefit plans
Assets	55,722	50,862
U. S. Government Agencies
Pension and postretirement benefit plans
Assets	12,600	10,879
Accrued income
Pension and postretirement benefit plans
Assets	257	159
Level 1
Pension and postretirement benefit plans
Assets	99,197	91,666
Level 1 | Large cap
Pension and postretirement benefit plans
Assets	10,063	9,700
Level 1 | Mid cap
Pension and postretirement benefit plans
Assets	74	72
Level 1 | Small cap
Pension and postretirement benefit plans
Assets	2,910	3,170
Level 1 | International
Pension and postretirement benefit plans
Assets	6,776	6,413
Level 1 | Global Managed Volatility
Pension and postretirement benefit plans
Assets	7,027	6,565
Level 1 | US Managed Volatility
Pension and postretirement benefit plans
Assets	3,768	3,846
Level 1 | Fixed Income
Pension and postretirement benefit plans
Assets	55,722	50,862
Level 1 | U. S. Government Agencies
Pension and postretirement benefit plans
Assets	12,600	10,879
Level 1 | Accrued income
Pension and postretirement benefit plans
Assets	$ 257	$ 159

PENSION AND OTHER POSTRETIRE120

PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS - Asset Allocations (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Pension Benefits
Pension and postretirement benefit plans
Actual weighted average asset allocations in plan assets	100.00%	100.00%
Recognized liability for future benefits	$ 101,911	$ 96,657	$ 94,277
Pension Benefits | Equity Securities
Pension and postretirement benefit plans
Actual weighted average asset allocations in plan assets	16.80%	18.30%
Pension Benefits | Fixed Income
Pension and postretirement benefit plans
Actual weighted average asset allocations in plan assets	56.10%	55.50%
Pension Benefits | U. S. Government Agencies
Pension and postretirement benefit plans
Actual weighted average asset allocations in plan assets	12.80%	11.90%
Pension Benefits | International equity securities
Pension and postretirement benefit plans
Actual weighted average asset allocations in plan assets	14.00%	14.20%
Pension Benefits | Accrued income
Pension and postretirement benefit plans
Actual weighted average asset allocations in plan assets	0.30%	0.10%
Funded status less than 110% | Equity Securities
Pension and postretirement benefit plans
Target weighted average asset allocations in plan assets, minimum	20.00%
Target weighted average asset allocations in plan assets, maximum	60.00%
Funded status less than 110% | Fixed Income
Pension and postretirement benefit plans
Target weighted average asset allocations in plan assets, minimum	40.00%
Target weighted average asset allocations in plan assets, maximum	80.00%
Funded status at 110% | Equity Securities
Pension and postretirement benefit plans
Target weighted average asset allocations in plan assets, minimum	10.00%
Target weighted average asset allocations in plan assets, maximum	50.00%
Funded status at 110% | Fixed Income
Pension and postretirement benefit plans
Target weighted average asset allocations in plan assets, minimum	50.00%
Target weighted average asset allocations in plan assets, maximum	90.00%
Endorsement split-dollar life insurance program
Pension and postretirement benefit plans
Cash surrender value recognized in other assets	$ 20,900	$ 20,900
Recognized liability for future benefits	$ 4,900	$ 5,100

EMPLOYEE SAVINGS AND STOCK O121

EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN (Details) $ in Thousands	Jan. 12, 2015USD ($)shares	Dec. 31, 2017USD ($)loanshares	Dec. 31, 2016USD ($)shares	Dec. 31, 2015USD ($)shares
Employee savings and stock ownership plan
Repayment of loans		$ 84,984	$ 195,975	$ 10,983
Dividends declared		17,555	8,800
ESOP related expenses		$ 4,246	3,771	3,257
ESOP
Employee savings and stock ownership plan
Number of loans | loan		2
Dividends declared		$ 711	379
ESOP | Full-time employees employed at date of IPO
Employee savings and stock ownership plan
Eligibility age required to receive retirement benefits		21 years
ESOP | Other salaried employees
Employee savings and stock ownership plan
Eligibility age required to receive retirement benefits		21 years
Eligibility service period required to receive retirement benefits		1 year
KSOP
Employee savings and stock ownership plan
Market value of the unearned shares		$ 46,000	56,300
ESOP related expenses		4,200	3,800	$ 3,300
2008 KSOP
Employee savings and stock ownership plan
Loan receivable from ESOP		$ 13,000	$ 15,000
Allocated shares | shares		2,566,075	2,368,523
Number of suspense shares | shares		980,852	1,178,404
2015 KSOP
Employee savings and stock ownership plan
Loan receivable from ESOP		$ 18,900	$ 19,300
Allocated shares | shares		199,301	132,121
Number of suspense shares | shares		1,816,051	1,883,231
Second-step conversion and stock offering
Employee savings and stock ownership plan
Issuance of common shares (in shares) | shares	50,383,817
Bank's employee savings and stock ownership plan | Second-step conversion and stock offering
Employee savings and stock ownership plan
Issuance of common shares (in shares) | shares	2,015,352			2,015,352
Plan borrowed amount	$ 20,200
Fixed interest rate	3.25%
Maturity period	30 years

STOCK BASED COMPENSATION - Equi

STOCK BASED COMPENSATION - Equity Incentive Plan and Non-Vested Stock Award Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
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	2,529,328
Weighted Average Grant Price, issued (in dollars per share)	$ 18	$ 13.54
Number of Shares, vested	(904,019)	(122,067)
Weighted Average Grant Price, vested (in dollars per share)	$ 13.10	$ 8.32
Number of Shares, forfeited	(79,334)	(63,194)
Weighted Average Grant Price, forfeited (in dollars per share)	$ 10.66	$ 10.85
Non-vested Stock Awards outstanding, Ending balance (in shares)	2,131,972	2,960,572	616,505
Non-vested Stock Awards outstanding Weighted Average Grant Price, Ending (in dollars per share)	$ 13.51	$ 13.07	$ 10
Fair value of shares vested	$ 14,400	$ 1,600
Additional Paid in Capital
STOCK BASED COMPENSATION
Omnibus Equity Plan shares granted from treasury stock, net	(874)	(29,277)
Stock awards
STOCK BASED COMPENSATION
Compensation expense	$ 13,700	7,600	$ 1,300
2016 Omnibus Incentive Plan
STOCK BASED COMPENSATION
Number of shares approved	3,500,000
2016 Omnibus Incentive Plan | Additional Paid in Capital
STOCK BASED COMPENSATION
Omnibus Equity Plan shares granted from treasury stock, net	$ (30,200)
2016 Omnibus Incentive Plan | Restricted Stock
STOCK BASED COMPENSATION
Number of shares granted from treasury stock	2,462,064
Number of shares granted from treasury stock, since forfeited	27,238
2016 Omnibus Incentive Plan | Restricted Stock | Directors | Minimum
STOCK BASED COMPENSATION
Award vesting period	12 months
2016 Omnibus Incentive Plan | Restricted Stock | Directors | Maximum
STOCK BASED COMPENSATION
Award vesting period	31 months
2016 Omnibus Incentive Plan | Restricted Stock | Employees and officers
STOCK BASED COMPENSATION
Award vesting period	3 years
2016 Omnibus Incentive Plan | Stock awards
STOCK BASED COMPENSATION
Compensation expense	$ 12,600	$ 5,900

STOCK BASED COMPENSATION - Stoc

STOCK BASED COMPENSATION - Stock Options (Details) - Stock Options - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Share - based compensation disclosures
Award expiration period	10 years
Award vesting period	5 years
Compensation expense	$ 945	$ 1,400	$ 1,600
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
Options, granted (in shares)	0	0
Number of Options, exercised (in shares)	(1,119,663)	(434,726)
Weighted Exercise Price per Shares, exercised (in dollars per share)	$ 9.54	$ 9.55
Number of Options, forfeited (in shares)	(37,175)	(103,319)
Weighted Exercise Price per Shares, forfeited (in dollars per share)	$ 9.78	$ 9.86
Number of Options, expired (in shares)		(109)
Weighted Exercise Price per Shares, expired (in dollars per share)		$ 8.90
Number of Options, Ending balance (in shares)	1,727,249	2,884,087	3,422,241
Weighted Exercise Price per Shares, Ending balance (in dollars per share)	$ 9.62	$ 9.59	$ 9.59
Options, additional disclosures
Weighted average remaining contractual term of options outstanding	4 years 5 months 19 days	4 years 8 months 27 days	5 years 8 months 9 days
Aggregate intrinsic value of options outstanding	$ 11,800	$ 25,400	$ 12,700
Exercisable options (in shares)	1,309,807	2,069,854	2,047,884
Average weighted exercise price of exercisable options (in dollars per share)	$ 9.39	$ 9.46	$ 9.53
Weighted average remaining contractual term of exercisable options	3 years 11 months 16 days	3 years 11 months 9 days	4 years 5 months 9 days
Aggregate intrinsic value of exercisable options	$ 9,200	$ 18,500	$ 7,800

STOCK BASED COMPENSATION - Weig

STOCK BASED COMPENSATION - Weighted Average Assumptions of Options Granted (Details)	12 Months Ended
	Dec. 31, 2015$ / shares
Schedule of Fair Value Option Award
Weighted average fair value of options granted (in dollars per share)	$ 3.99
Weighted average risk-free rate of return (as a percent)	1.74%
Weighted average expected option life in months	78 months
Weighted average expected volatility (as a percent)	31.18%

STOCK BASED COMPENSATION - Unre

STOCK BASED COMPENSATION - Unrecognized Compensation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Stock Options
Share - based compensation disclosures
Unrecognized compensation cost related to options	$ 784	$ 1,900
Period for recognizing unrecognized compensation	1 year 5 months 5 days	2 years 18 days
Stock awards
Share - based compensation disclosures
Unrecognized compensation cost related non-vested stock awards granted under EIP	$ 18,200	$ 30,200
Period for recognizing unrecognized compensation	1 year 7 months 10 days	2 years 5 months 23 days

COMMITMENTS AND CONTINGENCIES -

COMMITMENTS AND CONTINGENCIES - Purchase and Loan Origination Commitments (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
COMMITMENTS AND CONTINGENCIES
Rental expense under leases	$ 6,100	$ 5,800	$ 5,100
Minimum rental payments to lessors under non-cancelable operating lease agreements
2,018	6,200
2,019	6,206
2,020	6,212
2,021	5,337
2,022	5,388
Thereafter	27,890
Minimum rental payments	57,233
COMMITMENTS AND CONTINGENCIES
Outstanding commitments to purchase or originate new loans or leases	29,400	162,200
Commitments to customers on available lines of credit	443,100	380,500
Commitments to fund commercial construction and other advances	159,300	135,100
Commitments to customer on standby letters of credit	29,400	22,800
Reserve for unfunded commitments	$ 124	$ 234

FAIR VALUE OF FINANCIAL INST127

FAIR VALUE OF FINANCIAL INSTRUMENTS - Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Assets:
Servicing rights	$ 2,341	$ 2,169
Investment securities available-for-sale, estimated fair value	310,308	451,544
U.S. GSE and agency notes
Assets:
Investment securities available-for-sale, estimated fair value	3,453	4,659
Ginnie Mae guaranteed mortgage securities
Assets:
Investment securities available-for-sale, estimated fair value	3,088	3,868
GSE & Agency collateralized mortgage obligations (CMOs)
Assets:
Investment securities available-for-sale, estimated fair value	14,774
GSE mortgage-backed securities
Assets:
Investment securities available-for-sale, estimated fair value	246,140	376,534
Corporate Securities
Assets:
Investment securities available-for-sale, estimated fair value	24,083	19,457
Equity Securities
Assets:
Investment securities available-for-sale, estimated fair value	410
SBA servicing rights
Assets:
Servicing rights	785	646
Recurring
Assets:
Total Assets	315,362	455,612
Liabilities:
Total Liabilities	1,778	1,852
Recurring | Interest rate swap agreements
Assets:
Derivative asset	2,713	1,899
Recurring | Interest rate swap agreements and other contracts
Liabilities:
Derivative liability	1,778	1,852
Recurring | U.S. GSE and agency notes
Assets:
Investment securities available-for-sale, estimated fair value	3,453	4,659
Recurring | Ginnie Mae guaranteed mortgage securities
Assets:
Investment securities available-for-sale, estimated fair value	3,088	3,868
Recurring | GSE collateralized mortgage obligations (CMOs)
Assets:
Investment securities available-for-sale, estimated fair value	14,774	22,681
Recurring | GSE mortgage-backed securities
Assets:
Investment securities available-for-sale, estimated fair value	246,140	376,534
Recurring | General obligation municipal bonds
Assets:
Investment securities available-for-sale, estimated fair value	1,866	2,402
Recurring | Corporate Securities
Assets:
Investment securities available-for-sale, estimated fair value	24,083	19,457
Recurring | Equity Securities
Assets:
Investment securities available-for-sale, estimated fair value	410
Recurring | Money market funds
Assets:
Investment securities available-for-sale, estimated fair value	16,086	21,742
Recurring | Mutual Funds
Assets:
Investment securities available-for-sale, estimated fair value	408	201
Recurring | Mortgage servicing rights
Assets:
Servicing rights	1,556	1,523
Recurring | SBA servicing rights
Assets:
Servicing rights	785	646
Recurring | Level 1
Assets:
Total Assets	16,904	21,943
Recurring | Level 1 | Equity Securities
Assets:
Investment securities available-for-sale, estimated fair value	410
Recurring | Level 1 | Money market funds
Assets:
Investment securities available-for-sale, estimated fair value	16,086	21,742
Recurring | Level 1 | Mutual Funds
Assets:
Investment securities available-for-sale, estimated fair value	408	201
Recurring | Level 2
Assets:
Total Assets	296,117	431,500
Liabilities:
Total Liabilities	1,778	1,852
Recurring | Level 2 | Interest rate swap agreements
Assets:
Derivative asset	2,713	1,899
Recurring | Level 2 | Interest rate swap agreements and other contracts
Liabilities:
Derivative liability	1,778	1,852
Recurring | Level 2 | U.S. GSE and agency notes
Assets:
Investment securities available-for-sale, estimated fair value	3,453	4,659
Recurring | Level 2 | Ginnie Mae guaranteed mortgage securities
Assets:
Investment securities available-for-sale, estimated fair value	3,088	3,868
Recurring | Level 2 | GSE collateralized mortgage obligations (CMOs)
Assets:
Investment securities available-for-sale, estimated fair value	14,774	22,681
Recurring | Level 2 | GSE mortgage-backed securities
Assets:
Investment securities available-for-sale, estimated fair value	246,140	376,534
Recurring | Level 2 | General obligation municipal bonds
Assets:
Investment securities available-for-sale, estimated fair value	1,866	2,402
Recurring | Level 2 | Corporate Securities
Assets:
Investment securities available-for-sale, estimated fair value	24,083	19,457
Recurring | Level 3
Assets:
Total Assets	2,341	2,169
Recurring | Level 3 | Mortgage servicing rights
Assets:
Servicing rights	1,556	1,523
Recurring | Level 3 | SBA servicing rights
Assets:
Servicing rights	$ 785	$ 646

FAIR VALUE OF FINANCIAL INST128

FAIR VALUE OF FINANCIAL INSTRUMENTS - Summary of Fair Value on a Recurring Basis Using Unobservable Units (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Mortgage servicing rights
Summary of fair value on a recurring basis using unobservable units
Balance at the beginning of the period	$ 1,523	$ 1,349
Additions	156	210
Payments	(184)	(199)
Increase (decrease) in fair value due to changes in valuation inputs or assumptions	61	163
Balance at the end of the period	1,556	1,523
SBA servicing rights
Summary of fair value on a recurring basis using unobservable units
Balance at the beginning of the period	646
Additions	378	835
Payments	(20)	(74)
Increase (decrease) in fair value due to changes in valuation inputs or assumptions	(219)	(115)
Balance at the end of the period	$ 785	$ 646

FAIR VALUE OF FINANCIAL INST129

FAIR VALUE OF FINANCIAL INSTRUMENTS - Assets and Liabilities Measured on Nonrecurring Basis (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Assets and Liabilities Measured on Nonrecurring Basis
Impaired loans	$ 22,000
Nonrecurring
Assets and Liabilities Measured on Nonrecurring Basis
Impaired loans	14,876	$ 4,296
Other real estate owned	189	363
Gains/(Losses) - Impaired loans	(30)	(55)
Nonrecurring | Level 3
Assets and Liabilities Measured on Nonrecurring Basis
Impaired loans	14,876	4,296
Other real estate owned	$ 189	$ 363

FAIR VALUE OF FINANCIAL INST130

FAIR VALUE OF FINANCIAL INSTRUMENTS - Fair Value of Financial Instruments (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Assets:
Securities available for sale	$ 310,308	$ 451,544
Securities held to maturity	533,425	597,785
Servicing rights	2,341	2,169
Accrued interest receivable	17,512	16,635
Liabilities:
Accrued interest payable	$ 3,039	2,763
Fair value of Financial instruments - other disclosures
Redemption price of FHLB (in dollars per share)	$ 100
SBA servicing rights
Assets:
Servicing rights	$ 785	646
Carrying Amount
Assets:
Securities available for sale	310,308	451,544
Carrying Amount | Level 1
Assets:
Cash and cash equivalents	557,615	287,046
Carrying Amount | Level 2
Assets:
Securities held to maturity	537,302	602,529
Loans held for sale	245	1,975
Interest rate swaps	2,713	1,899
Liabilities:
Borrowed funds	540,439	490,423
Accrued interest payable	3,039	2,763
Carrying Amount | Level 2 | Interest rate swap agreements and other contracts
Liabilities:
Derivative liability	1,778	1,852
Carrying Amount | Level 2 | Checking, Money Market & Savings
Liabilities:
Deposits	3,293,793	3,283,674
Carrying Amount | Level 2 | Certificates of Deposit
Liabilities:
Deposits	856,700	874,514
Carrying Amount | Level 3
Assets:
FHLB stock	23,210	21,231
Loans and leases, net	3,990,618	3,965,332
Accrued interest receivable	17,512	16,635
Carrying Amount | Level 3 | Mortgage servicing rights
Assets:
Servicing rights	1,556	1,523
Carrying Amount | Level 3 | SBA servicing rights
Assets:
Servicing rights	785	646
Estimated Fair Value
Assets:
Securities available for sale	310,308	451,544
Estimated Fair Value | Level 1
Assets:
Cash and cash equivalents	557,615	287,046
Estimated Fair Value | Level 2
Assets:
Securities held to maturity	533,425	597,785
Loans held for sale	249	2,009
Interest rate swaps	2,713	1,899
Liabilities:
Borrowed funds	536,011	476,953
Accrued interest payable	3,039	2,763
Estimated Fair Value | Level 2 | Interest rate swap agreements and other contracts
Liabilities:
Derivative liability	1,778	1,852
Estimated Fair Value | Level 2 | Checking, Money Market & Savings
Liabilities:
Deposits	3,293,793	3,283,674
Estimated Fair Value | Level 2 | Certificates of Deposit
Liabilities:
Deposits	849,556	871,275
Estimated Fair Value | Level 3
Assets:
FHLB stock	23,210	21,231
Loans and leases, net	3,992,226	3,969,172
Accrued interest receivable	17,512	16,635
Estimated Fair Value | Level 3 | Mortgage servicing rights
Assets:
Servicing rights	1,556	1,523
Estimated Fair Value | Level 3 | SBA servicing rights
Assets:
Servicing rights	$ 785	$ 646

MERGER AND RESTRUCTURING CHA131

MERGER AND RESTRUCTURING CHARGES (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2017USD ($)
Restructuring and Related Cost
Restructuring cost accrued, beginning balance	$ 2,003
Paid during the year	(1,641)
Restructuring cost accrued, ending balance	362
Severance
Restructuring and Related Cost
Restructuring cost accrued, beginning balance	545
Paid during the year	(394)
Restructuring cost accrued, ending balance	151
Contract termination, merger and other costs
Restructuring and Related Cost
Restructuring cost accrued, beginning balance	1,458
Paid during the year	(1,247)
Restructuring cost accrued, ending balance	$ 211

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details) $ in Thousands	Dec. 31, 2017USD ($)item	Dec. 31, 2016USD ($)
Related Party Transactions
Commitments to lend to related parties	$ 0	$ 0
Management and affiliated entities
Related Party Transactions
Aggregate amount due from executive officers and directors and affiliates of the entity	$ 255	263
Number of management and affiliated entities having interest in or receives remuneration from special purpose entities or from qualified special purpose entities | item	0
The Bank | Management and affiliated entities
Related Party Transactions
Aggregate amount due from executive officers and directors and affiliates of the entity	$ 255	$ 263

SERVICING RIGHTS - Analysis of

SERVICING RIGHTS - Analysis of Residential Mortgage Activity (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
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	2,341	$ 2,169
Residential Mortgage Servicing Rights
SERVICING RIGHTS
Balance of loans serviced	132,500	139,200
Servicing fee income	338	350	$ 371
Related escrow and custodial funds for which the entity has a fiduciary responsibility	2,000	2,000
Residential MSR's
Balance at the beginning of the period	1,523	1,349	1,403
Additions	156	210	139
Increases/(decreases) in fair value due to:
Changes in valuation input or assumptions	61	163	(9)
Paydowns	(184)	(199)	(184)
Balance at the end of the period	$ 1,556	$ 1,523	$ 1,349

SERVICING RIGHTS - Sensitivity

SERVICING RIGHTS - Sensitivity of the Current Fair Value of Residential Mortgage (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
SERVICING RIGHTS
Fair value of servicing rights	$ 2,341	$ 2,169
Residential Mortgage Servicing Rights
SERVICING RIGHTS
Fair value of servicing rights	$ 1,556	$ 1,523	$ 1,349	$ 1,403
Weighted average life (years)	8 years 1 month 6 days	7 years 9 months 18 days
Prepayment speed assumption (as a percent)	7.92%	8.39%
Effect on fair value of a 20% increase	$ (113)	$ (113)
Effect on fair value of a 10% increase	(59)	(59)
Effect on fair value of a 10% decrease	64	64
Effect on fair value of a 20% decrease	$ 133	$ 134
Discount rate assumption (as a percent)	9.63%	9.63%
Effect on fair value of a 20% increase	$ (136)	$ (130)
Effect on fair value of a 10% increase	(72)	(68)
Effect on fair value of a 10% decrease	78	74
Effect on fair value of a 20% decrease	$ 164	$ 155
Escrow earnings credit assumption (as a percent)	2.13%	1.60%
Effect on fair value of a 20% increase	$ 51	$ 38
Effect on fair value of a 10% increase	26	19
Effect on fair value of a 10% decrease	(26)	(19)
Effect on fair value of a 20% decrease	$ (52)	$ (38)

SERVICING RIGHTS - Analysis 135

SERVICING RIGHTS - Analysis of SBA Activity (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 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	2,341	$ 2,169
SBA servicing rights
SERVICING RIGHTS
Balance of loans serviced	50,900	42,400
Servicing fee income	466	287
Servicing Rights
Balance at the beginning of the period	646
Additions	378	835
Decreases in fair value due to:
Changes in valuation input or assumptions	(219)	(115)
Paydowns	(20)	(74)
Balance at the end of the period	785	646
SBA servicing rights | Other assets
Servicing Rights
Balance at the beginning of the period	646
Decreases in fair value due to:
Balance at the end of the period	$ 785	$ 646

SERVICING RIGHTS - Sensitivi136

SERVICING RIGHTS - Sensitivity of the Current Fair Value of SBA Loans (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
SERVICING RIGHTS
Fair value of servicing rights	$ 2,341	$ 2,169
SBA servicing rights
SERVICING RIGHTS
Servicing expenses per loan	1	1
Fair value of servicing rights	$ 785	$ 646
Weighted average life (years)	5 years 3 months 18 days	5 years 2 months 12 days
Prepayment speed assumption (as a percent)	8.85%	8.97%
Effect on fair value of a 20% increase	$ (43)	$ (37)
Effect on fair value of a 10% increase	(22)	(19)
Effect on fair value of a 10% decrease	23	20
Effect on fair value of a 20% decrease	$ 48	$ 41
Discount rate assumption (as a percent)	13.13%	13.13%
Effect on fair value of a 20% increase	$ (60)	$ (50)
Effect on fair value of a 10% increase	(31)	(26)
Effect on fair value of a 10% decrease	34	28
Effect on fair value of a 20% decrease	$ 71	$ 59

DERIVATIVE FINANCIAL INSTRUM137

DERIVATIVE FINANCIAL INSTRUMENTS - Fair Value of Derivative Financial Instruments (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2017USD ($)instrument	Dec. 31, 2016USD ($)	Dec. 31, 2015USD ($)
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	$ 68,785	$ 71,844
Fair value of asset derivatives	1,791	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	76,818	81,906
Fair value of liability derivatives	1,778	1,852
Interest rate swap agreements
Derivative disclosures
Interest rate derivative net gain (loss)	39	798	$ (4)
Interest rate swap agreements | 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	68,785	71,844
Fair value of asset derivatives	1,791	1,899
Interest rate swap 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	68,785	71,844
Fair value of liability derivatives	$ 1,774	1,843
Interest rate swap agreements | Not designated as hedging instruments
Derivative disclosures
Number of interest rate derivatives held | instrument	26
Notional amount of derivative	$ 137,600
Risk participation agreements
Derivative disclosures
Notional amount of derivative	8,000
Fair value of the Company's derivative financial instruments as well as their classification on the consolidated statements of condition
Fair value of liability derivatives	4
Risk participation agreements | Services charges and other non-interest income
Derivative disclosures
Interest rate derivative net gain (loss)	5	51
Risk participation agreements | Other liabilities
Fair value of the Company's derivative financial instruments as well as their classification on the consolidated statements of condition
Notional amount, liability derivatives	8,033	10,062
Fair value of liability derivatives	$ 4	$ 9

DERIVATIVE FINANCIAL INSTRUM138

DERIVATIVE FINANCIAL INSTRUMENTS - Offsetting Interest Rate Swap Assets (Details) - Interest rate swaps and risk participation agreements - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Derivatives
Gross Amounts of Recognized Assets	$ 1,828	$ 1,952
Net Amounts of Assets presented in the Statement of Financial Condition	1,828	1,952
Gross Amounts Not Offset in the Statement of Financial Condition
Collateral Received	1,346	968
Net Amount	$ 482	$ 984

DERIVATIVE FINANCIAL INSTRUM139

DERIVATIVE FINANCIAL INSTRUMENTS - Offsetting Interest Rate Swap Liabilities (Details) - Interest rate swaps and risk participation agreements - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Derivatives
Gross Amounts of Recognized Liabilities	$ 1,815	$ 1,905
Net Amounts of Liabilities presented in the Statement of Financial Condition	1,815	1,905
Gross Amounts Not Offset in the Statement of Financial Condition
Collateral Posted		500
Net Amount	$ 1,815	$ 1,405

DERIVATIVE FINANCIAL INSTRUM140

DERIVATIVE FINANCIAL INSTRUMENTS - Other information (Details) - Interest rate swap agreements - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Derivative disclosures
Posted collateral		$ 500
Counterparty posted collateral	$ 1,300	968
Other liabilities
Derivative disclosures
Termination value of the interest rate swaps and risk participation agreements	$ 1,800	$ 1,900

DERIVATIVE FINANCIAL INSTRUM141

DERIVATIVE FINANCIAL INSTRUMENTS - Cash Flow Hedges of Interest Rate Risk (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Cash Flow Hedges
Cash flow hedges of interest rate risk
Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion) Year Ended December 31, 2017	$ 922
Cash Flow Hedges | Interest rate swap agreements
Cash flow hedges of interest rate risk
Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion) Year Ended December 31, 2017	922
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	68,785	$ 71,844
Fair value of asset derivatives	1,791	1,899
Other assets | Interest rate swap agreements
Fair value of the Company's derivative financial instruments as well as their classification on the consolidated statements of condition
Notional amount, asset derivatives	68,785	71,844
Fair value of asset derivatives	1,791	$ 1,899
Other assets | Cash Flow Hedges
Fair value of the Company's derivative financial instruments as well as their classification on the consolidated statements of condition
Notional amount, asset derivatives	200,000
Fair value of asset derivatives	922
Other assets | Cash Flow Hedges | Interest rate swap agreements
Fair value of the Company's derivative financial instruments as well as their classification on the consolidated statements of condition
Notional amount, asset derivatives	200,000
Fair value of asset derivatives	$ 922

PARENT COMPANY FINANCIAL INF142

PARENT COMPANY FINANCIAL INFORMATION - Condensed Statements of Financial Condition (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
ASSETS
Investment securities available-for-sale, estimated fair value	$ 310,308	$ 451,544
Other assets	39,387	62,622
TOTAL ASSETS	5,798,828	5,738,593
LIABILITIES:
Accrued interest payable	3,039	2,763
Statutory Trust Debenture	25,439	25,423
Total liabilities	4,763,938	4,724,837
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred Stock - $.01 par value; 100,000,000 shares authorized, none issued or outstanding as of December 31, 2017 and 2016
Common Stock - $.01 par value 500,000,000 shares authorized, 84,503,580 and 83,383,917 issued and 75,829,537 and 75,637,684 outstanding, as of December 31, 2017 and 2016, respectively	845	834
Additional paid-in capital	799,658	772,925
Unearned common stock held by employee savings and stock ownership plan	(27,078)	(29,546)
Retained earnings (partially restricted)	405,497	399,620
Accumulated other comprehensive loss	(26,127)	(25,833)
Treasury Stock at cost, 8,674,043 shares and 7,746,233 shares at December 31, 2017 and 2016, respectively	(118,497)	(104,244)
Total Beneficial Bancorp Inc. stockholders' equity	1,034,298	1,013,756
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	5,798,828	5,738,593
Beneficial Bancorp, Inc.
ASSETS
Investment in Statutory Trust	774	774
Investment securities available-for-sale, estimated fair value	409
Other assets	2,967	2,722
TOTAL ASSETS	1,060,474	1,039,367
LIABILITIES:
Accrued and other liabilities	701	159
Accrued interest payable	36	29
Statutory Trust Debenture	25,439	25,423
Total liabilities	26,176	25,611
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred Stock - $.01 par value; 100,000,000 shares authorized, none issued or outstanding as of December 31, 2017 and 2016
Common Stock - $.01 par value 500,000,000 shares authorized, 84,503,580 and 83,383,917 issued and 75,829,537 and 75,637,684 outstanding, as of December 31, 2017 and 2016, respectively	845	834
Additional paid-in capital	799,658	772,925
Unearned common stock held by employee savings and stock ownership plan	(27,078)	(29,546)
Retained earnings (partially restricted)	405,497	399,620
Accumulated other comprehensive loss	(26,127)	(25,833)
Treasury Stock at cost, 8,674,043 shares and 7,746,233 shares at December 31, 2017 and 2016, respectively	(118,497)	(104,244)
Total Beneficial Bancorp Inc. stockholders' equity	1,034,298	1,013,756
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	1,060,474	1,039,367
Beneficial Bancorp, Inc. | The Bank
ASSETS
Cash on deposit at the Bank	3,739	16,666
Interest-bearing deposit at the Bank	85,812	56,222
Investment in the Bank	961,545	962,089
Receivable from the Bank	$ 5,228	$ 894

PARENT COMPANY FINANCIAL INF143

PARENT COMPANY FINANCIAL INFORMATION - Condensed Statements of Financial Condition (Parenthetical) (Details) - $ / shares	Dec. 31, 2017	Dec. 31, 2016
Additional Disclosure
Preferred Stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred Stock, shares authorized	100,000,000	100,000,000
Preferred Stock, shares issued	0	0
Preferred Stock, shares outstanding	0	0
Common Stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common Stock, shares authorized	500,000,000	500,000,000
Common Stock, shares issued	84,503,580	83,383,917
Common Stock, shares outstanding	75,829,537	75,637,684
Treasury Stock, shares	8,674,043	7,746,233
Beneficial Bancorp, Inc.
Additional Disclosure
Preferred Stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred Stock, shares authorized	100,000,000	100,000,000
Preferred Stock, shares issued	0	0
Preferred Stock, shares outstanding	0	0
Common Stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common Stock, shares authorized	500,000,000	500,000,000
Common Stock, shares issued	84,503,580	83,383,917
Common Stock, shares outstanding	75,829,537	75,637,684
Treasury Stock, shares	8,674,043	7,746,233

PARENT COMPANY FINANCIAL INF144

PARENT COMPANY FINANCIAL INFORMATION - Condensed Statements of Operations (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
INCOME
Interest on interest-bearing deposits with the bank	$ 4,330	$ 935	$ 758
EXPENSES
Interest expense	28,000	22,876	19,117
Other expenses	29,996	27,022	23,066
Income tax (benefit) expense	32,794	13,644	10,725
NET INCOME ATTRIBUTABLE TO BENEFICIAL BANCORP INC.	23,932	25,469	22,893
Beneficial Bancorp, Inc.
INCOME
Realized gain on securities available-for-sale securities		1,825
Other income	24	18	30
Total income	348	2,384	1,154
EXPENSES
Interest expense	1,076	610	508
Other expenses	524	483	468
Total expenses	1,762	1,250	1,139
(Loss) Income before income tax (benefit) expense and equity in undistributed net income of affiliates	(1,414)	1,134	15
Income tax (benefit) expense	(495)	397	5
Equity in undistributed net income of the Bank	24,851	24,732	22,883
NET INCOME ATTRIBUTABLE TO BENEFICIAL BANCORP INC.	23,932	25,469	22,893
The Bank | Beneficial Bancorp, Inc.
INCOME
Interest on interest-bearing deposits with the bank	324	541	1,124
EXPENSES
Expenses paid to the Bank	$ 162	$ 157	$ 163

PARENT COMPANY FINANCIAL INF145

PARENT COMPANY FINANCIAL INFORMATION - Condensed Statements of Comprehensive Income (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Parent company financial information
Net Income	$ 23,932	$ 25,469	$ 22,893
Securities available for sale and transferred securities:
Unrealized holding losses on available for sale securities arising during the period (net of deferred tax of $336, $1,048, and $1,564 for the years ended December 31, 2017, 2016, and 2015, respectively)	(585)	(1,804)	(2,705)
Accretion of unrealized losses on available-for-sale securities transferred to held-to-maturity (net of deferred tax of $291, $303, and $303 for the years ended December 31, 2017, 2016, and 2015, respectively)	501	506	524
Reclassification adjustment for net losses on available for sale securities included in net income (net of tax of $2, $5, and $7 for the years ended December 31, 2017, 2016, and 2015, respectively)	5	9	12
Cash flow hedge:
Unrealized gain on cash flow hedge arising during the period (net of deferred tax of $335 for the year ended December 31, 2017)	587
Defined benefit pension plans:
Pension (losses) gains, other postretirement and postemployment benefit plan adjustments (net of tax of $436, $201, and $936 for the years ended December 31, 2017, 2016, and 2015, respectively)	(802)	(1,170)	1,458
Total other comprehensive loss	(294)	(2,459)	(711)
Comprehensive income	23,638	23,010	22,182
Beneficial Bancorp, Inc.
Parent company financial information
Net Income	23,932	25,469	22,893
Securities available for sale and transferred securities:
Unrealized holding losses on available for sale securities arising during the period (net of deferred tax of $336, $1,048, and $1,564 for the years ended December 31, 2017, 2016, and 2015, respectively)	(585)	(1,804)	(2,705)
Accretion of unrealized losses on available-for-sale securities transferred to held-to-maturity (net of deferred tax of $291, $303, and $303 for the years ended December 31, 2017, 2016, and 2015, respectively)	501	506	524
Reclassification adjustment for net losses on available for sale securities included in net income (net of tax of $2, $5, and $7 for the years ended December 31, 2017, 2016, and 2015, respectively)	5	9	12
Cash flow hedge:
Unrealized gain on cash flow hedge arising during the period (net of deferred tax of $335 for the year ended December 31, 2017)	587
Defined benefit pension plans:
Pension (losses) gains, other postretirement and postemployment benefit plan adjustments (net of tax of $436, $201, and $936 for the years ended December 31, 2017, 2016, and 2015, respectively)	(802)	(1,170)	1,458
Total other comprehensive loss	(294)	(2,459)	(711)
Comprehensive income	$ 23,638	$ 23,010	$ 22,182

PARENT COMPANY FINANCIAL INF146

PARENT COMPANY FINANCIAL INFORMATION - Condensed Statements of Comprehensive Income (Parenthetical) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Parent company financial information
Unrealized holding losses on available for sale securities arising during the period, deferred tax	$ 336	$ 1,048	$ 1,564
Accretion of unrealized losses on AFS securities transferred to HTM during the period, deferred tax	291	303	303
Reclassification adjustment for net losses on available for sale securities included in net income, tax	2	5	7
Unrealized gain on cash flow hedge arising during the period, deferred tax	335
Pension (losses) gains, other postretirement and postemployment benefit plan adjustments, deferred tax	436	201	936
Beneficial Bancorp, Inc.
Parent company financial information
Unrealized holding losses on available for sale securities arising during the period, deferred tax	336	1,048	1,564
Accretion of unrealized losses on AFS securities transferred to HTM during the period, deferred tax	291	303	303
Reclassification adjustment for net losses on available for sale securities included in net income, tax	2	5	7
Unrealized gain on cash flow hedge arising during the period, deferred tax	335
Pension (losses) gains, other postretirement and postemployment benefit plan adjustments, deferred tax	$ 436	$ 201	$ 936

PARENT COMPANY FINANCIAL INF147

PARENT COMPANY FINANCIAL INFORMATION - Condensed Statements of Cash Flow (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
OPERATING ACTIVITIES:
Net income	$ 23,924	$ 25,469	$ 22,893
Adjustments to reconcile net income/(loss) to net cash provided by operating activities:
Accrued interest payable	276	1,034	(15)
Changes in assets and liabilities that provided (used) cash:
Other liabilities	(3,761)	5,395	(400)
Other assets	841	4,072	(3,901)
Net cash provided by operating activities	99,387	64,266	41,648
INVESTING ACTIVITIES:
Sales of investment in available-for-sale securities		2,584
Sales of investment in available-for-sale securities		61,248
Cash paid in business combination		(79,610)
Net cash provided by (used in) investing activities	150,273	(291,578)	(398,147)
FINANCING ACTIVITIES:
Purchase of treasury stock	(10,350)	(132,652)
Cash dividend paid to stockholders	(17,555)	(8,800)
Proceeds from exercise of stock options	13,198	4,683	2,442
Cash paid to tax authorities related to stock based compensation awards	7,297	1,051	485
Excess tax benefit related to stock based compensation awards		361	127
Net cash used in financing activities	20,909	280,438	56,404
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	270,569	53,126	(300,095)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	287,046	233,920	534,015
CASH AND CASH EQUIVALENTS, END OF YEAR	557,615	287,046	233,920
SUPPLEMENTAL DISCLOSURES OF CASH FLOW AND NON-CASH INFORMATION:
Cash payments of income taxes	12,637	7,771	2,304
Beneficial Bancorp, Inc.
OPERATING ACTIVITIES:
Net income	23,932	25,469	22,893
Adjustments to reconcile net income/(loss) to net cash provided by operating activities:
Equity in undistributed net earnings of subsidiaries	(24,851)	(24,732)	(22,883)
Investment securities gains		(1,825)
Accrued interest payable	7	5	3
Net intercompany transactions	14,573	12,420	18,281
Amortization of debt premium on debenture	16	18	17
Changes in assets and liabilities that provided (used) cash:
Other liabilities	542	(26)	47
Other assets	(552)	445	2,785
Net cash provided by operating activities	38,667	61,774	21,143
INVESTING ACTIVITIES:
Sales of investment in available-for-sale securities		2,584
Cash paid in business combination		(105,000)
Net cash provided by (used in) investing activities		(102,416)
FINANCING ACTIVITIES:
Purchase of treasury stock	(10,350)	(132,652)
Cash dividend paid to stockholders	(17,555)	(8,800)
Proceeds from exercise of stock options	13,198	4,683	2,442
Cash paid to tax authorities related to stock based compensation awards	(7,297)	(1,051)	(485)
Excess tax benefit related to stock based compensation awards		361	127
Net cash used in financing activities	(22,004)	(137,459)	(245,109)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	16,663	(178,101)	(223,966)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	72,888	250,989	474,955
CASH AND CASH EQUIVALENTS, END OF YEAR	89,551	72,888	250,989
SUPPLEMENTAL DISCLOSURES OF CASH FLOW AND NON-CASH INFORMATION:
Cash payments for interest	732	597	494
Cash payments of income taxes			27
Beneficial Bancorp, Inc. | The Bank
Adjustments to reconcile net income/(loss) to net cash provided by operating activities:
Dividend from the Bank	$ 25,000	$ 50,000
FINANCING ACTIVITIES:
Net second-step proceeds transferred to the Bank			$ (247,193)

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - $ / shares	Jan. 25, 2018	Dec. 31, 2017	Dec. 31, 2016
SUBSEQUENT EVENTS
Dividend declared (in dollars per share)		$ 0.24	$ 0.12
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS
Dividend declared (in dollars per share)	$ 0.06
SUBSEQUENT EVENTS | Special Dividend
SUBSEQUENT EVENTS
Dividend declared (in dollars per share)	$ 0.25