8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 16, 2017

BENEFICIAL BANCORP, INC.

(Exact Name of Registrant as Specified in Its Charter)

United States	001-36806	47-1569198
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

1818 Market Street, Philadelphia, Pennsylvania 19103

(Address of principal executive offices) (Zip Code)

(215) 864-6000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 7.01Regulation FD Disclosure.

Beginning May 16, 2017, Beneficial Bancorp, Inc. (the “Company”), the holding company for Beneficial Bank, will make available and distribute to analysts and prospective investors a slide presentation.  The presentation materials include information regarding the Company’s operating and growth strategies and financial performance. The presentation materials will also be posted to the Company’s website on May 16, 2017.  Pursuant to Regulation FD, the presentation materials are attached hereto as Exhibit 99.1.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits

Number	Description
99.1	Presentation Materials

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

	BENEFICIAL BANCORP, INC.
Date: May 16, 2017	By:	/s/ Thomas D. Cestare
		Thomas D. Cestare Executive Vice President and Chief Financial Officer

3

EX-99.1

Exhibit 99.1

INVESTOR PRESENTATION FIRST QUARTER ENDED MARCH 31, 2017

2 SAFE HARBOR STATEMENT THIS PRESENTATION CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 GIVING BENEFICIAL BANCORP’S EXPECTATIONS OR PREDICTIONS OF FUTURE FINANCIAL OR BUSINESS PERFORMANCE OR CONDITIONS. FORWARD-LOOKING STATEMENTS ARE TYPICALLY IDENTIFIED BY WORDS SUCH AS “BELIEVE,” “EXPECT,” “ANTICIPATE,” “INTEND,” “TARGET,” “ESTIMATE,” “CONTINUE,” “POSITIONS,” “PROSPECTS” OR “POTENTIAL,” BY FUTURE CONDITIONAL VERBS SUCH AS “WILL,” “WOULD,” “SHOULD,” “COULD” OR “MAY”, OR BY VARIATIONS OF SUCH WORDS OR BY SIMILAR EXPRESSIONS. THESE FORWARD-LOOKING STATEMENTS ARE SUBJECT TO NUMEROUS ASSUMPTIONS, RISKS AND UNCERTAINTIES, WHICH CHANGE OVER TIME. FORWARD-LOOKING STATEMENTS SPEAK ONLY AS OF THE DATE THEY ARE MADE AND WE ASSUME NO DUTY TO UPDATE FORWARD-LOOKING STATEMENTS. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM CURRENT PROJECTIONS. IN ADDITION TO FACTORS PREVIOUSLY DISCLOSED IN BENEFICIAL BANCORP’S REPORTS FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND THOSE IDENTIFIED ELSEWHERE IN THIS PRESENTATION, THE FOLLOWING FACTORS AMONG OTHERS, COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM FORWARD-LOOKING STATEMENTS OR HISTORICAL PERFORMANCE: CHANGES IN ASSET QUALITY AND CREDIT RISK; THE INABILITY TO SUSTAIN REVENUE AND EARNINGS GROWTH; OUR ABILITY TO CONTROL COSTS AND EXPENSES; CHANGES IN INTEREST RATES AND CAPITAL MARKETS; LOAN DELINQUENCY RATES; INFLATION; CUSTOMER ACCEPTANCE OF BENEFICIAL BANK PRODUCTS AND SERVICES; CUSTOMER BORROWING, REPAYMENT, INVESTMENT AND DEPOSIT PRACTICES; CUSTOMER DISINTERMEDIATION; THE INTRODUCTION, WITHDRAWAL, SUCCESS AND TIMING OF BUSINESS INITIATIVES; COMPETITIVE CONDITIONS AND OUR ABILITY TO OFFER COMPETITIVE PRODUCTS AND PRICING; THE INABILITY TO REALIZE COST SAVINGS OR REVENUES OR TO IMPLEMENT INTEGRATION PLANS AND OTHER CONSEQUENCES ASSOCIATED WITH MERGERS, ACQUISITIONS AND DIVESTITURES; NATIONAL, REGIONAL AND LOCAL ECONOMIC CONDITIONS; AND THE IMPACT, EXTENT AND TIMING OF TECHNOLOGICAL CHANGES, CAPITAL MANAGEMENT ACTIVITIES, AND OTHER ACTIONS OF THE FEDERAL RESERVE BOARD AND OTHER LEGISLATIVE AND REGULATORY ACTIONS AND REFORMS. THESE FACTORS SHOULD BE CONSIDERED IN EVALUATING THE FORWARD-LOOKING STATEMENTS AND UNDUE RELIANCE SHOULD NOT BE PLACED ON SUCH STATEMENTS. ANNUALIZED, PRO FORMA, PROJECTED AND ESTIMATED NUMBERS ARE USED FOR ILLUSTRATIVE PURPOSE ONLY, ARE NOT FORECASTS AND MAY NOT REFLECT ACTUAL RESULTS. THIS PRESENTATION ALSO INCLUDES INTERIM AND UNAUDITED FINANCIAL INFORMATION THAT IS SUBJECT TO FURTHER REVIEW BY BENEFICIAL BANCORP’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

3 INVESTMENT HIGHLIGHTS Source: U.S. Census Bureau, SNL Financial Stock price as of May 10, 2017 Strong core deposits Diversified loan portfolio History of growing core deposits and commercial loans organically and via .acquisition Effectively managing credit, interest rate, and liquidity risk Oldest and largest Philadelphia-based bank Solid Franchise Country’s 5th most populous city, 7th largest metropolitan area and major center of _economic activity(1) Favorable income and age demographics Significant opportunities to grow market share Dominated by large “out of town” banks Attractive Markets Demonstrated history of stock repurchases Disciplined acquirer Attractive dividend yield Shareholder Focused Stock Price $15.40(2) Current Price to TBV: 138%(2) is trading below peers Compelling Valuation

4 OVERVIEW OF BENEFICIAL BANCORP Founded in 1853 Oldest and largest bank headquartered in Philadelphia #6 deposit market share in Philadelphia for all banks and thrifts Largest locally-headquartered bank or thrift by assets or deposits Source: SNL Financial Beneficial Bancorp, Inc. Headquarters 1818 Market Street, Philadelphia Beneficial Bank Pennsylvania New Jersey Delaware Philadelphia

5 OUR MARKET – GREATER PHILADELPHIA Excludes Beneficial Bank Source: U.S. Census Bureau, SNL Financial, U.S. Bureau of Labor Statistics Opportunity for Growth Both Organically and through Acquisitions in the Attractive Philadelphia MSA Philadelphia is 7th largest metropolitan region in the U.S. 66 colleges and universities in the area Median household income of $66k versus national median of $57k Community banks comprise a large portion of total institutions in Philadelphia Metro area (85 of 99) 76 of 99 Philadelphia banking institutions have less than 10 branch locations Only 10 of 99 Philadelphia banking institutions have more than 50 branch locations Beneficial is large enough to compete with the largest financial institutions Beneficial has enough capital to enhance existing branch footprint or strategically grow in other key Philadelphia/Southern New Jersey markets

BENEFICIAL TODAY – COMPETITIVE ADVANTAGE Source: SNL Financial (Philadelphia Market) 6 ($ in thousands)

STRATEGIC PRIORITIES 7 Continued focus on growing commercial loan portfolio Improving balance sheet mix Disciplined in the pricing of loan and deposit products Stay focused on operating efficiency and cost structure Improve Profitability Maintain low levels of non-performing assets Maintain strong reserves Employ prudent underwriting standards for new originations Asset Quality Maintain strong capital levels to allow strategic flexibility Invest in profitable businesses Share repurchases based on trading levels Dividends Execute acquisitions with strategic and financial fit Capital Management Leverage IT platform to improve efficiency, control, and scalability Continued focus on risk management and compliance functions Optimizing mobile banking Enhancing online capabilities with completion of website and cash management solutions Operations / Technology Educate our customers to do the right thing financially Continue marketing campaign and brand refresh on Beneficial as “TRUE TO OUR NAME. SINCE 1853.” Highlight Beneficial’s commitment to financial education Focus on communicating our core mission to provide customers with the tools, knowledge .and guidance to help them make wise financial decisions Brand

BRAND – EDUCATING OUR CUSTOMERS Sell Through Education Deepen Relationships with Customers Capitalize on Cross-Selling Opportunities Higher Brand Advocacy Maximize our Customers’ Experience The Beneficial Conversation 8

Common Stock Repurchases First 10% stock repurchase program completed in May 2016 of which Beneficial repurchased 8.3 million shares Second 10% stock repurchase program adopted and announced in July 2016 for up to 7.8 million shares. 1.6 million shares have been repurchased to date. Dividends Declared first-ever dividend of 6 cents per share in July 2016, and 6 cent dividends in each subsequent quarter to date Will continue to evaluate future quarterly dividends based on financial performance Acquisitions Completed the acquisition of Conestoga Bank on April 14, 2016, and have successfully integrated the business Focused on in-market and contiguous market opportunities Maintain discipline on financial hurdles including earnings accretion, tangible book value dilution, earn-back period and internal rate of return CAPITAL MANAGEMENT 9

FOCUSED ON PRUDENT CAPITAL MANAGEMENT 10 Have actively reduced excess capital since the second step conversion while driving improved financial performance Capital will be deployed in the future to support organic growth, the second share repurchase plan, dividends and acquisitions

STOCK PERFORMANCE 11 Source: SNL Financial Stock has performed well since second step conversion in 2015

Q1 2017 HIGHLIGHTS Net income increased to $8.4 million or $0.11 per diluted share in the first quarter of 2017, as compared to net income of $5.0 million or $0.07 per diluted share in the first quarter of 2016. Net interest margin increased to 3.04% for the quarter ended March 31, 2017, compared to 2.87% for the same period in 2016. Margin has benefited from organic loan growth, the impact of the Conestoga Bank acquisition, and continued improvement in the mix of our balance sheet. For the quarter ended March 31, 2017, net interest income increased $8.6 million, or 26.5%, to $40.8 million compared to $32.2 million for the same period in 2016, primarily due to the Conestoga Bank acquisition and strong organic loan growth. For the quarter ended March 31, 2017, our loan portfolio increased $45.7 million, or 1.1% (4.5% annualized growth). Commercial loans accounted for the majority of the loan growth with commercial real estate and construction increasing $109.6 million or 27.2% on an annualized basis. Asset quality metrics continued to remain strong with non-performing assets, excluding government-guaranteed student loans, to total assets of 0.41% as of March 31, 2017. Net charge-offs for the quarter and year ended March 31, 2017 totaled $0.8 million, or 8 basis points annualized of average loans. Remained focused on deploying our capital from the second step conversion with the tangible capital to tangible assets ratio declining to 15.1% at March 31, 2017 from 19.6% as of March 31, 2016, primarily due to the Conestoga Bank acquisition, share repurchases, and cash dividends. Tangible book value per share totaled $11.20 at March 31, 2017. 12

TRANSFORMING BALANCE SHEET COMPOSITION TO IMPROVE EARNINGS ($ in millions) ($ in millions) (1) Excludes Municipal Deposits, Time Deposits and Stock Subscription Proceeds 13 * Excludes Stock Subscription Proceeds Core Deposits (1) Loans to Deposits Ratio Loans

EARNINGS PERFORMANCE IMPROVING ($ in millions) 14 ($ in thousands) Note: As a result of the second-step conversion on January 12, 2015, all share and per share information, as appropriate, was adjusted to reflect the 1.0999 exchange ratio for preceding periods. (a): Includes merger and restructuring charges of $753 thousand for the year ended December 31, 2015. (b): Includes a $1.8 million one-time gain on the sale of an equity investment and $8.8 million of merger and restructuring charges for the year ended December 31, 2016. Return on Average Assets Efficiency Ratio Net Interest Margin Earnings (b) (a) (a) (b) (a) (b)

Excluding government guaranteed student loans, non-performing assets/total assets totaled 0.41% as of March 31, 2017 Charge-off levels remain low Reserve levels remain strong. Excluding loans acquired in the Conestoga transaction, our loan loss reserve coverage ratio totaled 1.18% as of March 31, 2017. ($ in millions) FAVORABLE ASSET QUALITY TRENDS 15 ($ in millions) ($ in millions) Non-Performing Assets Allowance for Loan Losses Charge-Offs/Recoveries

APPENDIX FINANCIAL EXHIBITS

FINANCIAL PROFILE 17

LOAN PORTFOLIO Investments in our commercial lending teams have helped drive strong organic commercial loan growth Loan Portfolio Composition as of 3/31/2017 18

CASH AND INVESTMENTS $ in thousands Have focused on improving our balance sheet mix by reducing the percentage of our assets in cash and investments and growing our loan portfolio Cash and overnight investments combined with the investment portfolio represented 24.2% of the balance sheet as of March 31, 2017. Excludes Federal Home Loan Bank Stock ($ in millions) 19 ($ in millions) Cash and Overnight Securities Investment Securities(1)

SECURITIES PORTFOLIO 20 High quality investment portfolio Provides steady stream of cash flow Focused on keeping average life short (3.9 years)

DEPOSIT COMPOSITION Core deposits, excluding municipal deposits, have increased $58.1 million from December 31, 2016 21

COST OF DEPOSITS ($ in millions) 22 ($ in millions) ($ in millions) Cost of deposits has declined Actively assessing and managing our deposit mix, deposit balance levels and pricing to maximize net interest margin, ROE and core deposit retention Total Deposits (excluding Municipal Deposits) Municipal Deposits Certificates of Deposit

CALCULATION OF EFFICIENCY RATIO 23

RECONCILIATION OF NON-GAAP MEASURES 24

25 For Additional Information Please Contact: Thomas Cestare, CFO @ (215)-864-6009 or tcestare@thebeneficial.com www.thebeneficial.com Corporate Headquarters: 1818 Beneficial Bank Place 1818 Market Street, 22nd Floor Philadelphia, PA 19103 ADDITIONAL INFORMATION