3. BUSINESS COMBINATIONS Beneficial Bancorp, Inc. On March 1, 2019, the Company acquired Beneficial. Subject to the terms and conditions of the merger agreement, the Beneficial stockholders received 0.3013 shares of WSFS common stock and $2.93 in cash for each share of Beneficial common stock. Based on the February 28, 2019 closing share price of $43.28, the value of the stock consideration was $950.0 million and cash consideration was $228.2 million, for total transaction value of $1.2 billion. Results of the combined Companys operations are included in the Consolidated Financial Statements since the date of the acquisition. Beneficial conducted its primary business operations through its wholly owned subsidiary, Beneficial Bank, which was merged into WSFS Bank. At closing, Beneficial had 74 branches and offices in southeastern Pennsylvania and southern New Jersey. WSFS acquired Beneficial to expand the scale and efficiency of its operations in the Philadelphia, southeastern Pennsylvania and New Jersey markets, and to create opportunities to generate additional revenue by providing its full suite of banking, mortgage banking, wealth management and insurance services to the legacy Beneficial markets. The acquisition of Beneficial was accounted for as a business combination using the acquisition method of accounting and, accordingly, the assets acquired, liabilities assumed and consideration transferred were recorded at their estimated fair values as of the acquisition date. The excess of consideration transferred over the fair value of net assets acquired was recorded as goodwill, which is not amortizable nor deductible for tax purposes. The Company allocated the total balance of goodwill to its WSFS Bank segment. The remeasurement period expired on February 29, 2020, one year from the closing date. During the three months ended March 31, 2020, there were no remeasurement period adjustments made to the fair values of assets acquired and liabilities assumed. The following table summarizes the consideration transferred and the fair values of identifiable assets acquired and liabilities assumed, which are considered final: (Dollars in thousands) Consideration Transferred: Fair Value Common shares issued (21,816,355) $ 949,968 Cash paid to Beneficial stock and option holders 228,239 Value of consideration 1,178,207 Assets acquired: Cash and due from banks 304,311 Investment securities 619,834 Loans and leases, net 3,711,246 Premises and equipment 69,873 Deferred income taxes 18,463 Bank owned life insurance 82,510 Core deposit intangible 85,053 Servicing rights intangible 2,466 Other assets 135,890 Total assets 5,029,646 Liabilities assumed: Deposits 4,056,506 Other liabilities 101,754 Total liabilities 4,158,260 Net assets acquired: 871,386 Goodwill resulting from acquisition of Beneficial $ 306,821 The following table details the changes to goodwill recorded subsequent to acquisition: (Dollars in thousands) Fair Value Goodwill resulting from the acquisition of Beneficial reported as of March 31, 2019 $ 309,486 Effects of adjustments to: Cash and due from banks 246 Investment securities (3,131) Loans 911 Premises and equipment (741) Deferred income taxes 1,007 Other assets (416) Deposits 790 Other liabilities (1,331) Final goodwill resulting from the acquisition of Beneficial as of February 29, 2020 $ 306,821 In many cases, the fair values of the assets acquired and liabilities assumed were determined by estimating the cash flows expected to result from those assets and liabilities and applying the appropriate market discount rates. WSFS recorded $3.7 billion of acquired loans, which were initially recorded at their fair values as of the acquisition date. The acquired investment portfolio had a fair value of $619.8 million, of which $578.8 million of investment securities were sold subsequent to closing. The proceeds received for the investments sold approximated their fair values as of the acquisition date. The fair value of the retained investment portfolio was determined by taking into account market prices obtained from independent valuation source(s). See Note 14 for additional information. The Company recorded a deferred income tax asset (DTA) of $18.5 million related to tax attributes of Beneficial along with the effects of fair value adjustments resulting from acquisition accounting for the combination. WSFS recorded $85.1 million of core deposit intangible (CDI) which is being amortized over ten years using a straight-line amortization methodology. The fair value of the core deposit intangible was determined using the cost savings approach. The cost savings approach is defined as the difference between cost of funds on deposits and the cost of an equal amount of funds from an alternative source. The CDI fair value was determined by projecting net cash flow benefits, including assumptions related to customer attrition, discount rates, deposit interest rates, and alternative costs of funds. Certificates of deposit accounts were valued by segregating the portfolio into pools based on remaining maturity and comparing the contractual cost of the portfolio to an identical portfolio bearing current market rates. The valuation adjustment will be accreted or amortized to interest expense over the remaining maturities of the respective pools. As a result of the merger, the Company developed a comprehensive integration plan under which we have incurred direct costs, which were expensed as incurred. These direct costs include costs related to: (i) terminated contracts, (ii) consolidated facilities (including lease termination expenses), (iii) severance, (iv) marketing, and (v) professional and legal fees. Costs related to the acquisition and restructuring are included in the Corporate development expense and Restructuring expense line items, respectively, on the Consolidated Statements of Income. During the fourth quarter of 2018, WSFS announced a retail banking office optimization plan that included the consolidation of fourteen Beneficial and eleven WSFS Bank banking offices. Most of the consolidations and rebranding of the remaining Beneficial banking offices were completed during the conversion, which occurred during the third quarter of 2019. Costs related to this plan are included in the Corporate development expense line item on the Consolidated Statements of Income. Additionally, during the second quarter of 2019, WSFS completed the sale of five Beneficial retail banking offices in New Jersey to the Bank of Princeton, a New Jersey-based financial institution, at a deposit premium of 7.37%. At March 31, 2020, the remaining planned closures were two branches and one loan production office, which could result in additional corporate development expense during 2020.