8-K

UNITED STATES

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) February 23, 2017

Prudential Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Pennsylvania	000-55084	46-2935427
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

1834 West Oregon Avenue, Philadelphia, Pennsylvania		19145
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code (215) 755-1500

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 (see General Instruction A.2 below):
[  ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

On February 23, 2017, the Company posted to its website, under the Investor Relations link, a slide presentation to be made on February 23, 2017 at the Company's Annual Meeting of Shareholders. The slide presentation, which is attached hereto pursuant to Regulation FD as Exhibit 99.1, provides an overview of the Company's performance in fiscal 2016 and the first quarter of fiscal 2017.

The presentation attached hereto as Exhibit 99.1 and incorporated herein by reference is being furnished pursuant to this Item 7.01 and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(a)	Not applicable.
(b)	Not applicable.
(c)	Not applicable.
(d)	Exhibits

The following exhibit is included herewith.

Exhibit Number	Description
99.1	Shareholder presentation dated February 23, 2017

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SIGNATURES

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 hereunto duly authorized.

	PRUDENTIAL BANCORP, INC.
	By:	/s/Jack E. Rothkopf
	Name:	Jack E. Rothkopf
	Title:	Senior Vice President, Chief Financial Officer and
		Treasurer
Date: February 23, 2017

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Shareholder presentation dated February 23, 2017

EX-99.1

 Annual Shareholder Meeting (NASDAQ: PBIP) February 23, 2017 

  DisclaimerThis presentation may contain certain forward-looking statements, including statements about the financial condition, results of operations and earnings outlook for Prudential Bancorp, Inc. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as "believe," "expect," "anticipate," "estimate" and "intend" or future or conditional verbs such as "will," "would," "should," "could" or "may." Forward-looking statements, by their nature, are subject to risks and uncertainties. A number of factors, many of which are beyond the Company's control, could cause actual conditions, events or results to differ significantly from those described in the forward-looking statements. The Company's reports filed periodically with the Securities and Exchange Commission describe some of these factors, including general economic conditions, changes in interest rates, deposit flows, the cost of funds, changes in credit quality and interest rate risks associated with the Company's business and operations. Other factors described include changes in our loan portfolio, changes in competition, fiscal and monetary policies, legislation and regulatory changes, difficulties and delays in integrating the Polonia Bancorp, Inc. business or fully realizing anticipated cost savings and other benefits of the merger with Polonia, and business disruptions following the merger.Investors are encouraged to access the Company's periodic reports filed with the Securities and Exchange Commission for financial and business information regarding the Company at www.prudentialsavingsbank.com under the Investor Relations menu. We undertake no obligation to update any forward-looking statements. 

 Prudential Bancorp, Inc. (“the Company”) is the holding company for Prudential Bank (“the Bank”)The Bank operates out of its main office in Philadelphia, Pennsylvania, its executive offices in Huntingdon Valley, Montgomery County, Pennsylvania as well as 9 additional full-service branch offices, eight of which are in Philadelphia and one in Drexel Hill, Delaware CountyA community oriented savings bank with roots in Philadelphia dating back to 1886The Company conducts business in Philadelphia, Delaware, Bucks, Chester and Montgomery Counties, Pennsylvania, several contiguous counties in southern New Jersey, and to a lesser extent, the entire Mid-Atlantic region.  Source: SNL Financial  Prudential Bancorp, Inc. Overview 

 Prudential Bancorp, Inc. Branch Listings  Source: SNL Financial   Original PBIP Location (6)Acquired Polonia Branch (5)      

 Announced entering into a definitive agreement with Polonia Bancorp, Inc. on June 2, 2016The merger is expected to be significantly accretive to the combined company’s earnings per share in 2017 and thereafter. The modest tangible book value dilution experienced at closing is expected to be earned back in approximately one year The acquisition was completed on January 1, 2017Each share of Polonia common stock had the option to receive $11.09 per share in cash or 0.7460 of a share of Prudential common stock, subject to allocation provisions to assure that, in the aggregate, total merger consideration consisted of 50% stock and 50% cash considerationPrudential issued approximately 1,274,200 shares of its common stock and approximately $18.9 million of cashPrudential, on a consolidated basis, has approximately $838.9 million in assets, $508.8 million in loans and $563.7 million in deposits Prudential’s existing branch network has expanded into the Philadelphia market with a total of 11 branches in Philadelphia, Delaware and Montgomery counties  Acquisition of Polonia Bancorp, Inc. Highlights  Source: Company Documents 

 15% organic asset growth from $487.2 million in 2015 to $559.5 million in 2016 (excluding the acquisition of Polonia)Continued the process of diversifying the loan portfolio from primarily fixed-rate residential lending to adjustable-rate commercial/construction lending in order to increase net earnings and decrease interest rate riskImproved efficiency ratio from decrease in non-interest expense2016 efficiency ratio of 72.87% compared to 81.04% in 2015Steadily improving Loan / Deposit ratio2016 Loan / Deposit ratio of 89.5% compared to 82.7% and 86.4% in 2014 and 2015, respectively  2016 Fiscal Year¹ Highlights  (1) Third Quarter concludes PBIP’s Fiscal YearSource: Company Documents 

 Source: Company Documents  Loan Portfolio Composition  9/30/2015  9/30/2016  Total Loans: $351,891  Total Loans: $330,556 

 Investment Portfolio Composition  Source: Company Documents  9/30/2015  9/30/2016  Portfolio Value: $177,193  Portfolio Value: $143,840 

 Note: Jumbo CDs defined as certificates of deposits with balances of $100,000 or moreSource: SNL Financial & Company Documents  Deposit Composition  9/30/2015  9/30/2016  Total Deposits: $389,201  Total Deposits: $365,074  Cost of Deposits 0.90%  Cost of Deposits 0.76% 

 Nonperforming Asset Detail  (1) Includes one borrower relationship aggregating $12.3 millionSource: Company Documents 

 Summary Balance Sheet Comparison  Dollars in thousands except per share data(1) Includes $145.7 million in deposits held in escrow in connection with subscriptions received in the second-step conversion, of which $74.3 million in excess subscription funds was subsequently returned to potential subscribers(2) The Company had no intangible assets as of the dates presented. Thus, the tangible rations and tangible book value are the same as the ratios calculated under GAAPSource: Company Documents 

 Summary Income Statement Comparison  (1) Calculated by dividing non-interest expense by the sum of net interest income and non-interest incomeSource: Company Documents 

 Year Over Year Core Earnings Comparison  Note: Core Income is a Non-GAAP measure. The Company’s management believes that the supplemental non-GAAP information provided is utilized by market analysts and others to evaluate a company’s financial condition and, therefore, that such information is useful to investors. These disclosures should not be viewed as a substitute for financial results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures presented by other companiesSource: Company Documents 

 Net Interest Margin  (1) Calculated by dividing net interest income by average interest-earning assetsSource: Company Documents  Net Interest Margin¹ 

 Note: Market data as of 2/21/2017Source: SNL Financial  Stock Price Performance Since Second-Step IPO  

 Comparison Summary of Q4 Fiscal 2016 and Q4 Fiscal 2015  Source: Company Documents 

  Thank you for your attendance today!  Prudential Bancorp, Inc. Annual Shareholder Meeting 

 Annual Shareholder Meeting (NASDAQ: PBIP) February 23, 2017