UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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þ
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Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the quarterly period ended:
June 30, 2008
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o
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the transition period from
to
Commission File Number: 0-26001
Hudson City Bancorp, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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22-3640393
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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West 80 Century Road
Paramus, New Jersey
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07652
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(Address of Principal Executive Offices)
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(Zip Code)
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(201) 967-1900
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes
þ
No
o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the
definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange
Act.
(Check one):
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
Yes
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No
þ
As of August 5, 2008, the registrant had 519,673,511 shares of common stock, $0.01 par value,
outstanding.
Forward-Looking Statements
This Quarterly Report on Form 10-Q may contain certain forward looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, and may be identified by the use
of such words as may, believe, expect, anticipate, should, plan, estimate, predict,
continue, and potential or the negative of these terms or other comparable terminology.
Examples of forward-looking statements include, but are not limited to estimates with respect to
the financial condition, results of operations and business of Hudson City Bancorp, Inc. These
factors include, but are not limited to:
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the timing and occurrence or non-occurrence of events may be subject to circumstances
beyond our control;
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increases in competitive pressure among the financial institutions or from non-financial
institutions;
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changes in the interest rate environment may reduce interest margins or affect the value
of our investments;
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changes in deposit flows, loan demand or real estate values may adversely affect our
business;
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changes in accounting principles, policies or guidelines may cause our financial
condition to be perceived differently;
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general economic conditions, either nationally or locally in some or all of the areas in
which we do business, or conditions in the securities markets or the banking industry may
be less favorable than we currently anticipate;
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legislative or regulatory changes that may adversely affect our business;
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applicable technological changes that may be more difficult or expensive than we
anticipate;
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success or consummation of new business initiatives that may be more difficult or
expensive than we anticipate;
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litigation or matters before regulatory agencies, whether currently existing or
commencing in the future, that may delay the occurrence or non-occurrence of events longer
than we anticipate;
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the risks associated with continued diversification of assets and adverse changes to
credit quality;
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difficulties associated with achieving expected future financial results; and
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the risk of an economic slowdown that would adversely affect credit quality and loan
originations.
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Our ability to predict results or the actual effects of our plans or strategies is inherently
uncertain. As such, forward-looking statements can be affected by inaccurate assumptions we might
make or by known or unknown risks and uncertainties. Consequently, no forward-looking statement
can be guaranteed. Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this filing. We do not intend to update any of the
forward-looking statements after the date of this Form 10-Q or to conform these statements to
actual events.
Page 3
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Hudson City Bancorp, Inc. and Subsidiary
Consolidated Statements of Financial Condition
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June 30,
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December 31,
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2008
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2007
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(In thousands, except share and per share amounts)
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(unaudited)
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Assets:
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Cash and due from banks
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$
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128,629
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$
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111,245
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Federal funds sold
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56,957
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106,299
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Total cash and cash equivalents
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185,586
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217,544
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Securities available for sale:
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Mortgage-backed securities
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7,600,182
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5,005,409
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Investment securities
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3,287,143
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2,765,491
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Securities held to maturity:
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Mortgage-backed securities (fair value of $9,347,408 at June 30, 2008
and $9,566,312 at
December 31, 2007)
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9,336,644
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9,565,526
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Investment securities (fair value of $71,954 at June 30, 2008 and
$1,410,246 at December 31, 2007)
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71,695
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1,408,501
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Total securities
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20,295,664
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18,744,927
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Loans
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27,229,771
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24,192,281
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Deferred loan costs
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48,808
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40,598
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Allowance for loan losses
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(39,078
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(34,741
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Net loans
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27,239,501
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24,198,138
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Federal Home Loan Bank of New York stock
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809,320
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695,351
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Foreclosed real estate, net
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8,151
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4,055
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Accrued interest receivable
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277,664
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245,113
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Banking premises and equipment, net
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74,276
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75,094
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Goodwill
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152,109
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152,109
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Other assets
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119,715
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91,640
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Total Assets
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$
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49,161,986
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$
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44,423,971
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Liabilities and Shareholders Equity:
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Deposits:
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Interest-bearing
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$
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16,088,244
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$
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14,635,412
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Noninterest-bearing
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631,101
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517,970
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Total deposits
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16,719,345
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15,153,382
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Repurchase agreements
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13,550,000
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12,016,000
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Federal Home Loan Bank of New York advances
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13,925,000
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12,125,000
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Total borrowed funds
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27,475,000
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24,141,000
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Due to brokers
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12,889
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281,853
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Accrued expenses and other liabilities
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245,158
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236,429
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Total liabilities
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44,452,392
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39,812,664
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Common stock, $0.01 par value, 3,200,000,000 shares authorized;
741,466,555 shares issued; 519,478,371 and 518,569,602
shares outstanding at June 30, 2008 and December 31, 2007
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7,415
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7,415
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Additional paid-in capital
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4,597,370
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4,578,578
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Retained earnings
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2,099,941
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2,002,049
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Treasury stock, at cost; 221,988,184 and 222,896,953 shares at
June 30, 2008 and December 31, 2007
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(1,765,696
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(1,771,106
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Unallocated common stock held by the employee stock ownership plan
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(219,247
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(222,251
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Accumulated other comprehensive (loss) income, net of tax
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(10,189
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16,622
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Total shareholders equity
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4,709,594
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4,611,307
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Total Liabilities and Shareholders Equity
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$
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49,161,986
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$
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44,423,971
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See accompanying notes to unaudited consolidated financial statements
Page 4
Hudson City Bancorp, Inc. and Subsidiary
Consolidated Statements of Income
(Unaudited)
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For the Three Months
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For the Six Months
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Ended June 30,
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Ended June 30,
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2008
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2007
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2008
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2007
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(In thousands, except per share data)
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Interest and Dividend Income:
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First mortgage loans
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$
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369,096
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$
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289,772
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$
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715,373
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$
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559,454
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Consumer and other loans
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6,877
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7,078
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13,733
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13,970
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Mortgage-backed securities held to maturity
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123,619
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109,563
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248,464
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205,080
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Mortgage-backed securities available for sale
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88,952
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26,805
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158,462
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55,096
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Investment securities held to maturity
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944
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18,630
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11,890
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37,243
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Investment securities available for sale
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41,974
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48,351
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80,529
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99,186
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Dividends on Federal Home Loan Bank of New York stock
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13,993
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8,747
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28,219
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16,219
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Federal funds sold
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1,205
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2,548
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3,278
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4,893
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Total interest and dividend income
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646,660
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511,494
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1,259,948
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991,141
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Interest Expense:
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Deposits
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141,399
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146,432
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299,415
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288,395
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Borrowed funds
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272,129
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207,404
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534,086
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388,634
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Total interest expense
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413,528
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353,836
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833,501
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677,029
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Net interest income
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233,132
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157,658
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426,447
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314,112
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Provision for Loan Losses
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3,000
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500
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5,500
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800
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Net interest income after provision for loan losses
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230,132
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157,158
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420,947
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313,312
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Non-Interest Income:
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Service charges and other income
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2,088
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1,823
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4,309
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3,373
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Non-Interest Expense:
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Compensation and employee benefits
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31,299
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25,812
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62,844
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51,560
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Net occupancy expense
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7,433
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7,070
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14,804
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14,279
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Federal deposit insurance assessment
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423
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447
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839
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888
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Computer and related services
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748
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715
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1,387
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1,381
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Other expense
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8,374
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6,823
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16,515
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13,856
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Total non-interest expense
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48,277
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40,867
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96,389
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81,964
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Income before income tax expense
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183,943
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118,114
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328,867
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234,721
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Income Tax Expense
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73,240
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45,450
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129,495
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90,814
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Net income
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$
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110,703
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$
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72,664
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$
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199,372
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$
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143,907
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Basic Earnings Per Share
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$
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0.23
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$
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0.14
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$
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0.41
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$
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0.28
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Diluted Earnings Per Share
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$
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0.22
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$
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0.14
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$
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0.40
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$
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0.28
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Weighted Average Number of Common Shares Outstanding:
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Basic
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483,885,720
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504,902,448
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483,491,345
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511,622,385
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Diluted
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496,078,754
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514,998,167
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495,362,864
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522,157,901
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See accompanying notes to unaudited consolidated financial statements
Page 5
Hudson City Bancorp, Inc. and Subsidiary
Consolidated Statements of Changes in Shareholders Equity
(Unaudited
)
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For the Six Months
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Ended June 30,
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2008
|
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2007
|
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(In thousands, except per share data)
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Common Stock
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$
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7,415
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$
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7,415
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Additional paid-in capital:
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Balance at beginning of year
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4,578,578
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4,553,614
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Stock option plan expense
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7,520
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6,275
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Tax benefit from stock plans
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5,417
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2,057
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Allocation of ESOP stock
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5,154
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3,471
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Vesting of RRP stock
|
|
|
701
|
|
|
|
907
|
|
|
|
|
|
|
|
|
Balance at end of period
|
|
|
4,597,370
|
|
|
|
4,566,324
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retained Earnings:
|
|
|
|
|
|
|
|
|
Balance at beginning of year
|
|
|
2,002,049
|
|
|
|
1,877,840
|
|
Net Income
|
|
|
199,372
|
|
|
|
143,907
|
|
Dividends paid on common stock ($0.20 and $0.16 per share, respectively)
|
|
|
(96,711
|
)
|
|
|
(82,414
|
)
|
Exercise of stock options
|
|
|
(4,769
|
)
|
|
|
(3,722
|
)
|
|
|
|
|
|
|
|
Balance at end of period
|
|
|
2,099,941
|
|
|
|
1,935,611
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Treasury Stock:
|
|
|
|
|
|
|
|
|
Balance at beginning of year
|
|
|
(1,771,106
|
)
|
|
|
(1,230,793
|
)
|
Purchase of common stock
|
|
|
(3,600
|
)
|
|
|
(357,577
|
)
|
Exercise of stock options
|
|
|
9,010
|
|
|
|
6,099
|
|
|
|
|
|
|
|
|
Balance at end of period
|
|
|
(1,765,696
|
)
|
|
|
(1,582,271
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unallocated common stock held by the ESOP:
|
|
|
|
|
|
|
|
|
Balance at beginning of year
|
|
|
(222,251
|
)
|
|
|
(228,257
|
)
|
Allocation of ESOP stock
|
|
|
3,004
|
|
|
|
3,003
|
|
|
|
|
|
|
|
|
Balance at end of period
|
|
|
(219,247
|
)
|
|
|
(225,254
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
|
Balance at beginning of year
|
|
|
16,622
|
|
|
|
(49,563
|
)
|
Unrealized holding (losses) gains arising during period, net of tax
(benefit)
expense of $(18,445) and $727 in 2008 and 2007, respectively
|
|
|
(26,707
|
)
|
|
|
1,053
|
|
Pension and other postretirement benefits adjustment, net of tax benefit of
$72 and $116 for 2008 and 2007, respectively
|
|
|
(104
|
)
|
|
|
(168
|
)
|
|
|
|
|
|
|
|
Balance at end of period
|
|
|
(10,189
|
)
|
|
|
(48,678
|
)
|
|
|
|
|
|
|
|
Total Shareholders Equity
|
|
$
|
4,709,594
|
|
|
$
|
4,653,147
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summary of comprehensive income
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
199,372
|
|
|
$
|
143,907
|
|
Other comprehensive (loss) income, net of tax
|
|
|
(26,811
|
)
|
|
|
885
|
|
|
|
|
|
|
|
|
Total comprehensive income
|
|
$
|
172,561
|
|
|
$
|
144,792
|
|
|
|
|
|
|
|
|
See accompanying notes to unaudited consolidated financial statements.
Page 6
Hudson City Bancorp, Inc. and Subsidiary
Consolidated Statements of Cash Flows
(Unaudited
)
|
|
|
|
|
|
|
|
|
|
|
For the Six months
|
|
|
|
Ended June 30,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
199,372
|
|
|
$
|
143,907
|
|
Adjustments to reconcile net income to net cash provided
by operating activities:
|
|
|
|
|
|
|
|
|
Depreciation, accretion and amortization expense
|
|
|
13,486
|
|
|
|
11,227
|
|
Provision for loan losses
|
|
|
5,500
|
|
|
|
800
|
|
Share-based compensation, including committed ESOP shares
|
|
|
16,379
|
|
|
|
13,656
|
|
Deferred tax (benefit) expense
|
|
|
(11,065
|
)
|
|
|
3,787
|
|
Increase in accrued interest receivable
|
|
|
(32,551
|
)
|
|
|
(28,251
|
)
|
Decrease in other assets
|
|
|
213
|
|
|
|
10,301
|
|
Increase (decrease) in accrued expenses and other liabilities
|
|
|
8,729
|
|
|
|
(6,243
|
)
|
|
|
|
|
|
|
|
Net Cash Provided by Operating Activities
|
|
|
200,063
|
|
|
|
149,184
|
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
Originations of loans
|
|
|
(2,420,250
|
)
|
|
|
(1,598,789
|
)
|
Purchases of loans
|
|
|
(2,171,358
|
)
|
|
|
(2,369,034
|
)
|
Principal payments on loans
|
|
|
1,536,938
|
|
|
|
1,146,056
|
|
Principal collection of mortgage-backed securities held to maturity
|
|
|
755,450
|
|
|
|
596,980
|
|
Purchases of mortgage-backed securities held to maturity
|
|
|
(529,730
|
)
|
|
|
(2,703,101
|
)
|
Principal collection of mortgage-backed securities available for sale
|
|
|
523,210
|
|
|
|
368,108
|
|
Purchases of mortgage-backed securities available for sale
|
|
|
(3,406,592
|
)
|
|
|
(38,261
|
)
|
Proceeds from maturities and calls of investment securities held to maturity
|
|
|
1,336,860
|
|
|
|
|
|
Proceeds from maturities and calls of investment securities available for sale
|
|
|
1,349,901
|
|
|
|
1,100,054
|
|
Purchases of investment securities available for sale
|
|
|
(1,900,000
|
)
|
|
|
(500,000
|
)
|
Purchases of Federal Home Loan Bank of New York stock
|
|
|
(114,689
|
)
|
|
|
(166,285
|
)
|
Redemption of Federal Home Loan Bank of New York stock
|
|
|
720
|
|
|
|
9,315
|
|
Purchases of premises and equipment, net
|
|
|
(4,104
|
)
|
|
|
(7,327
|
)
|
Net proceeds from sale of foreclosed real estate
|
|
|
2,313
|
|
|
|
2,095
|
|
|
|
|
|
|
|
|
Net Cash Used in Investment Activities
|
|
|
(5,041,331
|
)
|
|
|
(4,160,189
|
)
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
Net increase in deposits
|
|
|
1,565,963
|
|
|
|
774,923
|
|
Proceeds from borrowed funds
|
|
|
3,700,000
|
|
|
|
6,000,000
|
|
Principal payments on borrowed funds
|
|
|
(366,000
|
)
|
|
|
(2,307,000
|
)
|
Dividends paid
|
|
|
(96,711
|
)
|
|
|
(82,414
|
)
|
Purchases of treasury stock
|
|
|
(3,600
|
)
|
|
|
(357,577
|
)
|
Exercise of stock options
|
|
|
4,241
|
|
|
|
2,377
|
|
Tax benefit from stock plans
|
|
|
5,417
|
|
|
|
2,057
|
|
|
|
|
|
|
|
|
Net Cash Provided by Financing Activities
|
|
|
4,809,310
|
|
|
|
4,032,366
|
|
|
|
|
|
|
|
|
Net (Decrease) Increase in Cash and Cash Equivalents
|
|
|
(31,958
|
)
|
|
|
21,361
|
|
Cash and Cash Equivalents at Beginning of Year
|
|
|
217,544
|
|
|
|
182,246
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents at End of Period
|
|
$
|
185,586
|
|
|
$
|
203,607
|
|
|
|
|
|
|
|
|
Supplemental Disclosures:
|
|
|
|
|
|
|
|
|
Interest paid
|
|
$
|
821,515
|
|
|
$
|
658,500
|
|
|
|
|
|
|
|
|
Loans transferred to foreclosed real estate
|
|
$
|
6,409
|
|
|
$
|
2,633
|
|
|
|
|
|
|
|
|
Income tax payments
|
|
$
|
140,972
|
|
|
$
|
83,720
|
|
|
|
|
|
|
|
|
See accompanying notes to unaudited consolidated financial statements.
Page 7
Hudson City Bancorp, Inc.
Notes to Unaudited Consolidated Financial Statements
1. Organization
Hudson City Bancorp, Inc. (Hudson City Bancorp) is a Delaware corporation organized in March 1999
by Hudson City Savings Bank (Hudson City Savings) in connection with the conversion and
reorganization of Hudson City Savings from a New Jersey mutual savings bank into a two-tiered
mutual savings bank holding company structure. Prior to June 7, 2005, a majority of Hudson City
Bancorps common stock was owned by Hudson City, MHC, a mutual holding company. On June 7, 2005,
Hudson City Bancorp, Hudson City Savings and Hudson City, MHC reorganized from a two-tier mutual
holding company structure to a stock holding company structure, and Hudson City MHC was merged into
Hudson City Bancorp.
2. Basis of Presentation
In our opinion, all the adjustments (consisting of normal and recurring adjustments) necessary for
a fair presentation of the consolidated financial condition and consolidated results of operations
for the unaudited periods presented have been included. The results of operations and other data
presented for the three and six month periods ended June 30, 2008 are not necessarily indicative of
the results of operations that may be expected for the year ending December 31, 2008. In preparing
the consolidated financial statements, management is required to make estimates and assumptions
that affect the reported amounts of assets and liabilities as of the date of the statements of
financial condition and the results of operations for the period. Actual results could differ from
these estimates.
Certain information and note disclosures usually included in financial statements prepared in
accordance with U.S. generally accepted accounting principles have been condensed or omitted
pursuant to the rules and regulations of the Securities and Exchange Commission for the preparation
of the Form 10-Q. The consolidated financial statements presented should be read in conjunction
with Hudson City Bancorps audited consolidated financial statements and notes to consolidated
financial statements included in Hudson City Bancorps December 31, 2007 Annual Report on Form
10-K.
Page 8
Hudson City Bancorp, Inc.
Notes to Unaudited Consolidated Financial Statements
3. Earnings Per Share
The following is a summary of our earnings per share calculations and reconciliation of basic to
diluted earnings per share.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended June 30,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
Per
|
|
|
|
|
|
|
|
|
|
|
Per
|
|
|
|
|
|
|
|
Average
|
|
|
Share
|
|
|
|
|
|
|
Average
|
|
|
Share
|
|
|
|
Income
|
|
|
Shares
|
|
|
Amount
|
|
|
Income
|
|
|
Shares
|
|
|
Amount
|
|
|
|
(In thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
110,703
|
|
|
|
|
|
|
|
|
|
|
$
|
72,664
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income available to
common stockholders
|
|
$
|
110,703
|
|
|
|
483,886
|
|
|
$
|
0.23
|
|
|
$
|
72,664
|
|
|
|
504,902
|
|
|
$
|
0.14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of dilutive common
stock equivalents
|
|
|
|
|
|
|
12,193
|
|
|
|
|
|
|
|
|
|
|
|
10,096
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income available to
common stockholders
|
|
$
|
110,703
|
|
|
|
496,079
|
|
|
$
|
0.22
|
|
|
$
|
72,664
|
|
|
|
514,998
|
|
|
$
|
0.14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Six Months Ended June 30,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
Per
|
|
|
|
|
|
|
|
|
|
|
Per
|
|
|
|
|
|
|
|
|
|
|
|
Share
|
|
|
|
|
|
|
|
|
|
|
Share
|
|
|
|
Income
|
|
|
Shares
|
|
|
Amount
|
|
|
Income
|
|
|
Shares
|
|
|
Amount
|
|
|
|
(In thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
199,372
|
|
|
|
|
|
|
|
|
|
|
$
|
143,907
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income available to
common stockholders
|
|
$
|
199,372
|
|
|
|
483,491
|
|
|
$
|
0.41
|
|
|
$
|
143,907
|
|
|
|
511,622
|
|
|
$
|
0.28
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of dilutive common
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
stock equivalents
|
|
|
|
|
|
|
11,872
|
|
|
|
|
|
|
|
|
|
|
|
10,536
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income available to
common stockholders
|
|
$
|
199,372
|
|
|
|
495,363
|
|
|
$
|
0.40
|
|
|
$
|
143,907
|
|
|
|
522,158
|
|
|
$
|
0.28
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.
|
|
Stock Repurchase Programs
|
Under our previously announced stock repurchase programs, shares of Hudson City Bancorp common
stock may be purchased in the open market and through other privately negotiated transactions,
depending on market conditions. The repurchased shares are held as treasury stock, which may be
reissued for general corporate use. During the six months ended June 30, 2008, we purchased 224,262
shares of our common stock at an aggregate cost of $3.6 million. As of June 30, 2008, there
remained 54,973,550 shares that may be purchased under the existing stock repurchase programs.
Page 9
Hudson City Bancorp, Inc.
Notes to Unaudited Consolidated Financial Statements
5. Fair Value Measurements
Effective January 1, 2008, we adopted Statement of Financial Accounting Standards (SFAS) No. 157
Fair Value Measurements, which defines fair value, establishes a framework for measuring fair
value and expands disclosures about fair value measurements. SFAS No. 157 applies only to fair
value measurements already required or permitted by other accounting standards and does not impose
requirements for additional fair value measures. SFAS No. 157 was issued to increase consistency
and comparability in reporting fair values. Our adoption of SFAS No. 157 did not have a material
impact on our financial condition or results of operations.
The following disclosures, which include certain disclosures which are generally not required in
interim period financial statements, are included herein as a result of our adoption of SFAS No.
157.
We use fair value measurements to record fair value adjustments to certain assets and to determine
fair value disclosures. We did not have any liabilities that were measured at fair value at June
30, 2008. Our securities available-for-sale are recorded at fair value on a recurring basis.
Additionally, from time to time, we may be required to record at fair value other assets or
liabilities on a non-recurring basis, such as foreclosed real estate owned, impaired loans and
goodwill. These non-recurring fair value adjustments involve the application of
lower-of-cost-or-fair value accounting or write-downs of individual assets.
In accordance with SFAS No. 157, we group our assets at fair value in three levels, based on the
markets in which the assets are traded and the reliability of the assumptions used to determine
fair value. These levels are:
|
|
Level 1 Valuation is based upon quoted prices for identical instruments traded in active
markets.
|
|
|
|
Level 2 Valuation is based upon quoted prices for similar instruments in active markets,
quoted prices for identical or similar instruments in markets that are not active and model-based
valuation techniques for which all significant assumptions are observable in the market.
|
|
|
|
Level 3 Valuation is generated from model-based techniques that use significant assumptions
not observable in the market. These unobservable assumptions reflect our own estimates of
assumptions that market participants would use in pricing the asset or liability. Valuation
techniques include the use of option pricing models, discounted cash flow models and similar
techniques. The results cannot be determined with precision and may not be realized in an actual
sale or immediate settlement of the asset or liability.
|
We base our fair values on the price that would be received to sell an asset in an orderly
transaction between market participants at the measurement date. SFAS No. 157 requires us to
maximize the use of observable inputs and minimize the use of unobservable inputs when measuring
fair value.
Assets that we measure on a recurring basis are limited to our available-for-sale portfolio. Our
available-for-sale portfolio is carried at estimated fair value with any unrealized gains and
losses, net of taxes, reported as accumulated other comprehensive income/loss in shareholders
equity. Substantially all of our available-for-sale portfolio consists of mortgage-backed
securities and investment securities issued by government-sponsored enterprises. The fair values
of these securities are obtained from an independent
Page 10
Hudson City Bancorp, Inc.
Notes to Unaudited Consolidated Financial Statements
nationally recognized pricing service. Our
independent pricing service provides us with prices which are categorized as Level 2 since quoted
prices in active markets for identical assets are generally not available for the majority of
securities in our portfolio. Various modeling techniques are used to determine pricing for our
mortgage-backed securities, including option pricing and discounted cash flow models. The inputs to
these models include benchmark yields, reported trades, broker/dealer quotes, issuer spreads,
two-sided markets, benchmark securities, bids, offers and reference data. We also own equity
securities with a carrying value of $7.2 million for which fair values are obtained from quoted
market prices in active markets and, as such, are classified as Level 1.
The following table provides the level of valuation assumptions used to determine the carrying
value of our assets measured at fair value on a recurring basis at June 30, 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at June 30, 2008
|
|
|
|
|
|
|
|
Quoted Prices in Active
|
|
|
Significant Other
|
|
|
Significant
|
|
|
|
Carrying
|
|
|
Markets for Identical
|
|
|
Observable Inputs
|
|
|
Unobservable Inputs
|
|
Description
|
|
Value
|
|
|
Assets (Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage-backed securities
|
|
$
|
7,600,182
|
|
|
$
|
|
|
|
$
|
7,600,182
|
|
|
$
|
|
|
Investment securities
|
|
|
3,287,143
|
|
|
|
7,206
|
|
|
|
3,279,937
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total available for sale
|
|
$
|
10,887,325
|
|
|
$
|
7,206
|
|
|
$
|
10,880,119
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets that were measured at fair value on a non-recurring basis at June 30, 2008 were limited to
commercial and construction loans evaluated for impairment and foreclosed real estate. Impaired
loans are individually assessed to determine that the loans carrying value is not in excess of the
fair value of the collateral, less estimated selling costs, or the present value of the loans
expected future cash flows. Since all of our impaired loans at June 30, 2008 are secured by real
estate, fair value is estimated through current appraisals, where practical, or an inspection and a comparison of the property securing the loan with similar properties in the area
by either a licensed appraiser or real estate broker and, as such, are classified as Level 3.
Loans evaluated for impairment amounted to $5.8 million at June 30, 2008. Based on this evaluation
we established an allowance for loan losses of $400,000 for impaired loans.
Foreclosed real estate represents real estate acquired as a result of foreclosure or by deed in
lieu of foreclosure and is carried, net of an allowance for losses, at the lower of cost or fair
value less estimated selling costs. Fair value is estimated through current appraisals, where
practical, or an inspection and a comparison of the property securing the loan with similar
properties in the area by either a licensed appraiser or real estate broker and, as such, is
classified as Level 3. Foreclosed real estate at June 30, 2008 amounted to $8.2 million. During
the first six months of 2008, charge-offs to the allowance for loan losses
related to loans that were transferred to foreclosed real estate amounted to $667,000. Write downs
related to foreclosed real estate that were charged to non-interest expense amounted to $514,000
for that same period.
Page 11
Hudson City Bancorp, Inc.
Notes to Unaudited Consolidated Financial Statements
The following table provides the level of valuation assumptions used to determine the carrying
value of our assets measured at fair value on a non-recurring basis at June 30, 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at June 30, 2008
|
|
|
Quoted Prices in Active
|
|
Significant Other
|
|
Significant
|
|
|
Markets for Identical
|
|
Observable Inputs
|
|
Unobservable Inputs
|
Description
|
|
Assets (Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
Impaired loans
|
|
$
|
|
|
|
$
|
|
|
|
$
|
5,799
|
|
Foreclosed real estate
|
|
|
|
|
|
|
|
|
|
|
5,192
|
|
6. Postretirement Plans
We maintain non-contributory retirement and post-retirement plans to cover employees hired prior to
August 1, 2005, including retired employees, who have met the eligibility requirements of the
plans. Benefits under the qualified and non-qualified defined benefit retirement plans are based
primarily on years of service and compensation. Funding of the qualified retirement plan is
actuarially determined on an annual basis. It is our policy to fund the qualified retirement plan
sufficiently to meet the minimum requirements set forth in the Employee Retirement Income Security
Act of 1974. The non-qualified retirement plan, which is maintained for certain employees, is
unfunded.
In 2005, we limited participation in the non-contributory retirement plan and the post-retirement
benefit plan to those employees hired on or before July 31, 2005. We also placed a cap on paid
medical expenses at the 2007 rate, beginning in 2008, for those eligible employees who retire after
December 31, 2005. As part of our acquisition of Sound Federal in 2006, participation in the
Sound Federal retirement plans and the accrual of benefits for such plans were frozen as of the
acquisition date.
Page 12
Hudson City Bancorp, Inc.
Notes to Unaudited Consolidated Financial Statements
The components of the net periodic expense for the plans were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended June 30,
|
|
|
|
Retirement Plans
|
|
|
Other Benefits
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
Service cost
|
|
$
|
881
|
|
|
$
|
810
|
|
|
$
|
253
|
|
|
$
|
268
|
|
Interest cost
|
|
|
1,682
|
|
|
|
1,569
|
|
|
|
544
|
|
|
|
525
|
|
Expected return on assets
|
|
|
(2,135
|
)
|
|
|
(2,034
|
)
|
|
|
|
|
|
|
|
|
Amortization of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
81
|
|
|
|
37
|
|
|
|
141
|
|
|
|
144
|
|
Unrecognized prior service cost
|
|
|
82
|
|
|
|
69
|
|
|
|
(391
|
)
|
|
|
(391
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost
|
|
$
|
591
|
|
|
$
|
451
|
|
|
$
|
547
|
|
|
$
|
546
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Six Months Ended June 30,
|
|
|
|
Retirement Plans
|
|
|
Other Benefits
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
Service cost
|
|
|
1,762
|
|
|
|
1,620
|
|
|
|
506
|
|
|
|
536
|
|
Interest cost
|
|
|
3,364
|
|
|
|
3,138
|
|
|
|
1,088
|
|
|
|
1,050
|
|
Expected return on assets
|
|
|
(4,270
|
)
|
|
|
(4,068
|
)
|
|
|
|
|
|
|
|
|
Amortization of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
162
|
|
|
|
74
|
|
|
|
282
|
|
|
|
288
|
|
Unrecognized prior service cost
|
|
|
164
|
|
|
|
138
|
|
|
|
(782
|
)
|
|
|
(782
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost
|
|
|
1,182
|
|
|
|
902
|
|
|
|
1,094
|
|
|
|
1,092
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We made no contributions to the pension plans during the first six months of 2008 or 2007.
Page 13
Hudson City Bancorp, Inc.
Notes to Unaudited Consolidated Financial Statements
7. Stock Option Plans
A summary of the changes in outstanding stock options is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30,
|
|
|
2008
|
|
2007
|
|
|
Number of
|
|
Weighted
|
|
Number of
|
|
Weighted
|
|
|
Stock
|
|
Average
|
|
Stock
|
|
Average
|
|
|
Options
|
|
Exercise Price
|
|
Options
|
|
Exercise Price
|
Outstanding at beginning of period
|
|
|
29,080,114
|
|
|
$
|
7.91
|
|
|
|
26,979,989
|
|
|
$
|
6.89
|
|
Granted
|
|
|
4,025,000
|
|
|
|
15.96
|
|
|
|
3,477,500
|
|
|
|
13.74
|
|
Exercised
|
|
|
(1,133,031
|
)
|
|
|
3.78
|
|
|
|
(870,728
|
)
|
|
|
2.73
|
|
Forfeited
|
|
|
|
|
|
|
|
|
|
|
(66,740
|
)
|
|
|
10.03
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at end of period
|
|
|
31,972,083
|
|
|
|
9.07
|
|
|
|
29,520,021
|
|
|
|
7.65
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In June 2006, our shareholders approved the Hudson City Bancorp, Inc. 2006 Stock Incentive Plan
(the SIP Plan) authorizing us to grant up to 30,000,000 shares of common stock. In July 2006, the
Compensation Committee of the Board of Directors of Hudson City Bancorp, Inc. (the Committee),
authorized grants to each non-employee director, executive officers and other employees to purchase
shares of the Companys common stock, pursuant to the SIP Plan. Grants were made in 2006 and 2007
pursuant to the SIP Plan for 7,960,000 and 3,527,500 options, respectively, at an exercise price
equal to the fair value of our common stock on the grant date, based on quoted market prices. Of
these options, 4,535,000 have vesting periods ranging from one to five years and an expiration
period of ten years. The remaining 6,952,500 shares have vesting periods ranging from two to three
years if certain financial performance measures are met. We have determined it is probable these
performance measures will be met and have therefore recorded compensation expense for the 2006 and
2007 grants.
During the six months ended June 30, 2008, the Committee authorized stock option grants (the 2008
grants) pursuant to the SIP Plan for 4,025,000 options at an exercise price equal to the fair
value of our common stock on the grant date, based on quoted market prices. Of these options,
3,525,000 will vest in January 2011 if certain financial performance measures are met. The
remaining 500,000 options will vest between January and April 2009. The 2008 grants have an
expiration period of ten years. We have determined it is probable these performance measures will
be met and have therefore recorded compensation expense for the 2008 grants.
The fair value of the 2008 grants was estimated on the date of grant using the Black-Scholes
option-pricing model with the following weighted average assumptions. The per share
weighted-average fair value of the options granted during the six months ended June 30, 2008 was
$2.76.
|
|
|
|
|
|
|
2008
|
Expected dividend yield
|
|
|
2.30
|
%
|
Expected volatility
|
|
|
20.61
|
%
|
Risk-free interest rate
|
|
|
2.82
|
%
|
Expected option life
|
|
5.3 years
|
Compensation expense related to our outstanding stock options amounted to $3.8 million and $3.2
million for the three months ended June 30, 2008 and 2007, respectively, and $7.5 million and $6.3
million, for the six months ended June 30, 2008 and 2007, respectively.
Hudson City Bancorp, Inc.
Notes to Unaudited Consolidated Financial Statements
8.
|
|
Recent Accounting Pronouncements
|
In June 2008, the FASB issued Staff Position, or FSP, No. EITF 03-6-1, Determining Whether
Instruments Granted in Share-Based Payment Transactions are Participating Securities, which
addresses whether instruments granted in share-based payment transactions are participating
securities prior to vesting and, therefore, need to be included in the earnings allocation in
computing EPS under the two-class method described in SFAS No. 128, Earnings per Share. The FSP
concluded that unvested share-based payment awards that contain nonforfeitable rights to dividends
or dividend equivalents are participating securities and shall be included in the computation of
EPS pursuant to the two-class method. Our restricted stock awards are considered participating
securities. FSP No. EITF 03-6-1 is effective for fiscal years beginning after December 15, 2008,
and interim periods within those years. All prior-period EPS data presented shall be adjusted
retrospectively to conform with the provisions of the FSP. Early application is not permitted. FSP
No. EITF 03-6-1 is not expected to have a material impact on our computation of EPS.
In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting
Principles, which identifies the sources of accounting principles and the framework for selecting
the principles to be used in the preparation of financial statements of nongovernmental entities
that are presented in conformity with generally accepted accounting principles. SFAS No. 162 is
effective 60 days following the SECs approval of the Public Company Accounting Oversight Board
amendments to AU Section 411, The Meaning of Present Fairly in Conformity with Generally Accepted
Accounting Principles. We do not expect SFAS No. 162 will have a material impact on our financial
condition, results of operations or financial statement disclosures.
In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging
Activities an amendment of FASB Statement No. 133, which requires enhanced disclosures about an
entitys derivative and hedging activities and thereby improves the transparency of financial
reporting. SFAS No. 161 requires entities to provide enhanced disclosures about (a) how and why an
entity uses derivative instruments, (b) how derivative instruments and related hedged items are
accounted for under SFAS No. 133 and its related interpretations, and (c) how derivative
instruments and related hedged items affect an entitys financial position, financial performance,
and cash flows. SFAS No. 161 also requires that objectives for using derivative instruments be
disclosed in terms of underlying risk and accounting designation. SFAS No. 161 is effective for
financial statements issued for fiscal years and interim periods beginning after November 15, 2008,
with early application encouraged. We do not expect SFAS No. 161 will have a material impact on our
financial statement disclosures.
In December 2007, the FASB issued SFAS No. 160, Non-controlling Interests in Consolidated
Financial Statements an amendment of ARB No. 51, which establishes accounting and reporting
standards for the non-controlling interest in a subsidiary and for the deconsolidation of a
subsidiary. SFAS No. 160 clarifies that a non-controlling interest in a subsidiary is an ownership
interest in the consolidated entity that should be reported as equity in the consolidated financial
statements. SFAS No. 160 requires that a parent recognize a gain or loss in net income when a
subsidiary is deconsolidated. A parent deconsolidates a subsidiary as of the date the parent ceases
to have a controlling financial interest in the subsidiary. If a parent retains a non-controlling
equity investment in the former subsidiary, that investment is measured at its fair value. The gain
or loss on the deconsolidation of the subsidiary is measured using the fair value of the
non-controlling equity investment. SFAS No. 160 requires expanded disclosures in the consolidated
financial statements that clearly identify and distinguish between the interest of the parents
owners and the interests of the non-controlling owners of a subsidiary. This includes a
reconciliation of the beginning and ending balances of the equity attributable to the parent and
the non-controlling owners and a schedule showing the effects of changes in a parents ownership
interest in a subsidiary on the equity attributable to the parent. SFAS No. 160 is effective for
fiscal years, and interim periods within those fiscal years,
Page 15
Hudson City Bancorp, Inc.
Notes to Unaudited Consolidated Financial Statements
beginning on or after December 15, 2008 (that is, January 1, 2009, for Hudson City Bancorp).
Earlier adoption is prohibited. SFAS No. 160 shall be applied prospectively as of the beginning of
the fiscal year in which this statement is initially applied, except for the presentation and
disclosure requirements. The presentation and disclosure requirements shall be applied
retrospectively for all periods. We do not expect SFAS No. 160 will have a material impact on our
financial condition or results of operations.
In December 2007, the FASB issued SFAS No. 141(r), (as amended), Business Combinations. This
Statement applies to all transactions or other events in which an entity (the acquirer) obtains
control of one or more businesses (the acquirer), including those sometimes referred to as true
mergers or mergers of equals and combinations achieved without the transfer of consideration,
for example, by contract alone or through the lapse of minority veto rights. This Statement
replaces SFAS No. 141, Business Combinations. This Statement retains the fundamental
requirements in SFAS No. 141 that the acquisition method of accounting (which SFAS No. 141 called
the
purchase method
) be used for all business combinations and for an acquirer to be identified for
each business combination. SFAS No. 141(r) defines the acquirer as the entity that obtains control
of one or more businesses in the business combination and establishes the acquisition date as the
date that the acquirer achieves control. The scope of SFAS No. 141(r) is broader than that of
SFAS No. 141, which applied only to business combinations in which control was obtained by
transferring consideration.
SFAS No. 141(r) retains the guidance in SFAS No. 141 for identifying and recognizing intangible
assets separately from goodwill. SFAS No. 141(r) requires an acquirer to recognize the assets
acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the
acquisition date, measured at their fair values as of that date, with limited exceptions. That
replaces SFAS No. 141s cost-allocation process, which required the cost of an acquisition to be
allocated to the individual assets acquired and liabilities assumed based on their estimated fair
values. SFAS No. 141s guidance resulted in not recognizing some assets and liabilities at the
acquisition date, and it also resulted in measuring some assets and liabilities at amounts other
than their fair values at the acquisition date. For example, SFAS No. 141 required the acquirer to
include the costs incurred to effect the acquisition (acquisition-related costs) in the cost of the
acquisition that was allocated to the assets acquired and the liabilities assumed. This Statement
requires those costs to be recognized separately from the acquisition. In addition, in accordance
with SFAS No. 141, restructuring costs that the acquirer expected but was not obligated to incur
were recognized as if they were a liability assumed at the acquisition date. SFAS No. 141(r)
requires the acquirer to recognize those costs separately from the business combination.
This Statement applies prospectively to business combinations for which the acquisition date is on
or after the beginning of the first annual reporting period beginning on or after December 15,
2008. An entity may not apply it before that date. The effective date of this Statement is the same
as that of the related SFAS No. 160, Noncontrolling Interests in Consolidated Financial
Statements. We do not expect SFAS No. 141(r) will have a material impact on our financial condition
or results of operations.
In June 2007, the FASB issued Emerging Issues Task Force (EITF) Issue No. 06-11, Accounting for
Income Tax Benefits of Dividends on Share-Based Payment Awards. EITF Issue No. 06-11 addresses a
companys recognition of an income tax benefit received on dividends that are (a) paid to employees
holding equity-classified non-vested shares, equity-classified non-vested share units, or
equity-classified outstanding share options and (b) charged to retained earnings under SFAS No.
123(R). The EITF reached a consensus that a realized income tax benefit from dividends or dividend
equivalents that are charged to retained earnings and are paid to employees for equity classified
nonvested equity shares, nonvested equity share units, and outstanding equity share options should
be recognized as an increase to additional paid-in
Page 16
Hudson City Bancorp, Inc.
Notes to Unaudited Consolidated Financial Statements
capital. The amount recognized in additional paid-in capital for the realized income tax benefit
from dividends on those awards should be included in the pool of excess tax benefits available to
absorb tax deficiencies on share-based payment awards. Unrealized income tax benefits from
dividends on equity-classified employee share-based payment awards should be excluded from the pool
of excess tax benefits available to absorb potential future tax deficiencies. The accounting
treatment of the income tax benefits from these dividends would be applied on a prospective basis.
EITF Issue No. 06-11 is effective for fiscal years beginning after September 15, 2007. We adopted
EITF Issue No. 06-11 as of January 1, 2008 and its adoption did not have a material impact on our
financial condition or results of operations.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and
Financial Liabilities, Including an amendment of FASB Statement No. 155, which permits entities to
choose to measure many financial instruments and certain other items at fair value that are not
currently required to be measured at fair value. At the effective date, an entity may elect the
fair value option for eligible items that exist at that date and report the effect of the first
remeasurement to fair value as a cumulative-effect adjustment to the opening balance of retained
earnings. Subsequent to the effective date, unrealized gains and losses on items for which the
fair value option has been elected are to be reported in earnings. If the fair value option is
elected for any available-for-sale or held-to-maturity securities at the effective date, cumulative
unrealized gains and losses at that date are included in the cumulative-effect adjustment and those
securities are to be reported as trading securities under SFAS No. 115, but the accounting for a
transfer to the trading category under SFAS No. 115 does not apply. Electing the fair value option
for an existing held-to-maturity security will not call into question the intent of an entity to
hold other debt securities to maturity in the future. SFAS No. 159 also establishes presentation
and disclosure requirements designed to facilitate comparisons between entities that chose
different measurement attributes for similar types of assets and liabilities. SFAS No. 159 does
not affect any existing accounting literature that requires certain assets and liabilities to be
carried at fair value and does not eliminate disclosure requirements included in other accounting
standards. SFAS No. 159 is effective as of the beginning of an entitys first fiscal year that
begins after November 15, 2007. We adopted SFAS No. 159 as of January 1, 2008. We did not elect
the fair value option for eligible items that existed as of January 1, 2008 (the adoption date) or
during the first six months of 2008.
Page 17
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
Executive Summary
We continue to focus on our traditional thrift business model by growing our franchise through the
origination and purchase of one- to four-family mortgage loans and funding this loan production
with borrowings and growth in deposit accounts.
Our results of operations depend primarily on net interest income, which, in part, is a direct
result of the market interest rate environment. Net interest income is the difference between the
interest income we earn on our interest-earning assets, primarily mortgage loans, mortgage-backed
securities and investment securities, and the interest we pay on our interest-bearing liabilities,
primarily time deposits, interest-bearing transaction accounts and borrowed funds. Net interest
income is affected by the shape of the market yield curve, the timing of the placement and
repricing of interest-earning assets and interest-bearing liabilities on our balance sheet, and the
prepayment rate on our mortgage-related assets. Our results of operations may also be affected
significantly by general and local economic and competitive conditions, particularly those with
respect to changes in market interest rates, credit quality, government policies and actions of
regulatory authorities. Our results are also affected by the market price of our stock, as the
expense of our employee stock ownership plan is related to the current price of our common stock.
The Federal Open Market Committee of the Federal Reserve Bank (FOMC) decreased the overnight
lending rate by 200 basis points during the first quarter of 2008 and an additional 25 basis points
during the second quarter of 2008 to 2.00%. This followed a 50 basis point reduction in the fourth
quarter of 2007. The large decrease in the overnight lending rate was in response to the continued
liquidity crisis in the credit markets and recessionary concerns. As a result, short-term market
interest rates decreased during the first six months of 2008. Longer-term market interest rates
also decreased during the first six months of 2008, but at a slower pace than the short-term
interest rates and, as a result, the yield curve continued to steepen. Notwithstanding the decrease
in long-term market interest rates noted above, mortgage rates have maintained a wider credit
spread resulting in higher yields on mortgage loans relative to U.S. Treasury securities. However,
the sharp decline of short-term interest rates during the first half of 2008 resulted in lower
deposit costs. As a result, our net interest rate spread and net interest margin increased from
both the second quarter and first six months of 2007.
Net income amounted to $110.7 million for the second quarter of 2008, as compared to $72.7 million
for the second quarter of 2007. For the six months ended June 30, 2008, net income amounted to
$199.4 million as compared to $143.9 million for the 2007 period. For the three months ended June
30, 2008, our annualized return on average assets and average stockholders equity were 0.93% and
9.27%, respectively compared with 0.75% and 6.06% for the second quarter of 2007. For the six
months ended June 30, 2008, our annualized return on average assets and average stockholders
equity were 0.86% and 8.44%, respectively as compared to 0.77% and 5.93% for the first six months
of 2007. The increases in our annualized returns on average equity and average assets are due
primarily to the increase in our net income during the second quarter and first six months of 2008
as compared to the second quarter and first six months of 2007. The increases in our annualized
returns on average equity were also due to decreases in average shareholders equity due to
significant stock repurchases during 2007.
Net interest income increased $75.4 million, or 47.8%, to $233.1 million for the second quarter of
2008 as compared to $157.7 million for the second quarter of 2007. Net interest income increased
$112.3 million, or 35.8%, to $426.4 million for the six months ended June 30, 2008 compared to
$314.1 million for the
Page 18
corresponding period in 2007. During the second quarter of 2008, our net interest rate spread
increased 46 basis points to 1.56% and our net interest margin increased 32 basis points to 1.97%
as compared to the second quarter of 2007. During the first six months of 2008, our net interest
rate spread increased 32 basis points to 1.42% and our net interest margin increased 18 basis
points to 1.85% as compared to the same period in 2007. The increases in our net interest rate
spread and net interest margin were due to a steeper yield curve which allowed us to reduce deposit
costs while mortgage yields generally remained stable.
The provision for loan losses amounted to $3.0 million for the second quarter of 2008 and $5.5
million for the six months ended June 30, 2008 as compared to $500,000 and $800,000 for the same
respective periods in 2007. The increase in the provision for loan losses reflects the risks
inherent in our loan portfolio due to decreases in real estate values in our lending markets, the
increase in non-performing loans and the overall growth of our loan portfolio. The ratio of
non-performing loans to total loans was 0.43% at June 30, 2008 as compared to 0.33% at December 31,
2007. The increase in non-performing loans reflects the general weakening of the overall economy,
which according to some economists may be bordering on or already in a recession, coupled with the
continued deterioration of the housing market. The conditions in the housing market are evidenced
by declining house prices, reduced levels of home sales, increasing inventories of houses on the
market, and an increase in the length of time houses remain on the market.
Total non-interest expense increased $7.4 million, or 18.1%, to $48.3 million for the second
quarter of 2008 from $40.9 million for the second quarter of 2007. The increase is primarily due
to a $5.5 million increase in compensation and employee benefits expense, a $1.6 million increase
in other non-interest expense and a $363,000 increase in net occupancy expense. Total non-interest
expense increased $14.4 million, or 17.6%, to $96.4 million for the first six months of 2008 from
$82.0 million for the first six months of 2007. The increase is primarily due to an $11.2 million
increase in compensation and employee benefits expense and a $2.6 million increase in other
non-interest expense. The increases in non-interest expenses were due primarily to various
operating expenses related to the growth of our branch network and our increased retail loan
production. At June 30, 2008 we had 121 branches as compared to 115 at June 30, 2007.
We have been able to grow our assets by 10.7% to $49.16 billion at June 30, 2008 from $44.42
billion at December 31, 2007, by originating and purchasing mortgage loans and purchasing
mortgage-backed securities. Loans increased $3.04 billion to $27.24 billion at June 30, 2008 from
$24.20 billion at December 31, 2007. While conditions in the housing markets weakened further
during 2008, our competitive rates and the decreased lending competition have resulted in increased
origination activity.
Total securities increased $1.56 billion to $20.30 billion at June 30, 2008 from $18.74 billion at
December 31, 2007. The increase in securities was primarily due to purchases of mortgage-backed and
investment securities of $3.67 billion and $1.90 billion, respectively, partially offset by
principal collections on mortgage-backed securities of $1.28 billion and calls of investment
securities $2.69 billion.
The increase in our total assets was funded primarily by borrowings and customer deposits.
Borrowed funds increased $3.34 billion to $27.48 billion at June 30, 2008 from $24.14 billion at
December 31, 2007. Deposits increased $1.57 billion to $16.72 billion at June 30, 2008 from $15.15
billion at December 31, 2007. The increase in deposits was attributable to growth in our time
deposits and money market accounts. The increase in these accounts was a result of our competitive
pricing strategies that focused on attracting these types of deposits as well as customer
preferences for time deposits rather than other types of deposit accounts.
Page 19
Comparison of Financial Condition at June 30, 2008 and December 31, 2007
During the first six months of 2008, our total assets increased $4.74 billion, or 10.7%, to $49.16
billion at June 30, 2008 from $44.42 billion at December 31, 2007.
Loans increased $3.04 billion, or 12.6%, to $27.24 billion at June 30, 2008 from $24.20 billion at
December 31, 2007 due primarily to the origination of one-to four- family first mortgage loans in
New Jersey, New York and Connecticut and our continued loan purchase activity. For the first six
months of 2008, we originated $2.42 billion and purchased $2.17 billion of loans, compared to
originations of $1.60 billion and purchases of $2.37 billion for the comparable period in 2007.
The origination and purchases of loans were partially offset by principal repayments of $1.54
billion in the first six months of 2008 as compared to $1.15 billion for the first six months of
2007. During the second quarter of 2008, we originated $1.60 billion as compared to $820.4 million
during the first quarter of 2008. While the residential real estate markets have weakened
considerably during the past year, our competitive rates and the decreased mortgage lending
competition have resulted in increased retail origination activity for the first six months of
2008, particularly during the second quarter. During the second quarter of 2008, we purchased
$1.63 billion of loans as compared to $543.4 million during the first quarter of 2008. This
increase was due primarily to the purchases of two pools of seasoned fixed-rate residential loans
totaling $1.19 billion. Notwithstanding these purchases, the overall decrease in the purchase of
mortgage loans was due primarily to the continued reduction of activity in the secondary
residential mortgage market as a result of the disruption and volatility in the financial and
capital marketplaces. At June 30, 2008, commitments to originate and purchase mortgage loans
amounted to $672.1 million and $203.6 million, respectively as compared to $405.9 million and
$575.8 million, respectively at June 30, 2007.
Our first mortgage loan originations and purchases were substantially in one-to four-family
mortgage loans. Approximately 53.0% of mortgage loan originations were variable-rate loans.
Substantially all purchased mortgage loans were fixed-rate loans since variable-rate loans
available for purchase are typically outside of our defined geographic parameters and include
features, such as option ARMs, that do not meet our underwriting standards. Fixed-rate mortgage
loans accounted for 80.0% of our first mortgage loan portfolio at June 30, 2008 and 80.5% at
December 31, 2007.
Total mortgage-backed securities increased $2.37 billion to $16.94 billion at June 30, 2008 from
$14.57 billion at December 31, 2007. This increase in total mortgage-backed securities resulted
from $3.94 billion in purchases, all of which were issued by U.S. government-sponsored enterprises.
The increase was partially offset by repayments of $1.28 billion. At June 30, 2008, variable-rate
mortgage-backed securities accounted for 80.7% of our portfolio compared with 82.3% at December 31,
2007. The purchase of variable-rate mortgage-backed securities is a component of our interest rate
risk management strategy. Since our primary lending activities are the origination and purchase of
fixed-rate mortgage loans, the purchase of variable-rate mortgage-backed securities provides us
with an asset that reduces our exposure to interest rate fluctuations.
Total investment securities decreased $815.2 million to $3.36 billion at June 30, 2008 as compared
to $4.17 billion at December 31, 2007. Investment securities held to maturity decreased $1.34
billion partially offset by a $521.7 million increase in investment securities available for sale.
The decrease in total investment securities was the result of calls of held to maturity and
available for sale investment securities of $1.34 billion and $1.35 billion, respectively. The
calls were partially offset by purchases of investment securities available for sale of $1.90
billion for the first six months of 2008. We did not purchase any investment securities classified
as held to maturity during the first six months of 2008.
Page 20
Our available for sale portfolio is carried at estimated fair value on a recurring basis, with any
unrealized gains and losses, net of taxes, reported as accumulated other comprehensive income/loss
in shareholders equity. We base our fair values on the price that would be received to sell an
asset in an orderly transaction between market participants at the measurement date. SFAS No. 157
requires us to maximize the use of observable inputs and minimize the use of unobservable inputs
when measuring fair value. Substantially all of our available-for-sale portfolio consists of
mortgage-backed securities and investment securities issued by government-sponsored enterprises.
As such, we believe the fair values of these securities have been more stable than other debt
securities in the marketplace. The fair values of these securities are obtained from an
independent nationally recognized pricing service. Our independent pricing service provides us
with prices which are categorized as Level 2 since quoted prices in active markets for identical
assets are generally not available for the majority of securities in our portfolio. Various
modeling techniques are used to determine pricing for our mortgage-backed securities, including
option pricing and discounted cash flow models. The inputs to these models include benchmark
yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark
securities, bids, offers and reference data. We also own equity securities with a carrying value
of $7.2 million for which fair values are obtained from quoted market prices in active markets and,
as such, are classified as Level 1.
Total cash and cash equivalents decreased $31.9 million to $185.6 million at June 30, 2008 as
compared to $217.5 million at December 31, 2007. Accrued interest receivable increased $32.6
million, primarily due to increased balances in loans and investments. Other assets increased by
$28.1 million primarily due to an increase in deferred tax assets reflecting the tax effect of the
change in net unrealized gains and losses on securities available for sale.
Total liabilities increased $4.64 billion, or 11.7%, to $44.45 billion at June 30, 2008 from $39.81
billion at December 31, 2007. The increase in total liabilities primarily reflected a $3.34
billion increase in borrowed funds and a $1.57 billion increase in deposits. The increase in
borrowed funds was the result of $3.70 billion of new borrowings at a weighted-average rate of
3.01%, partially offset by repayments of $366.0 million with a weighted average rate of 3.93%. The
new borrowings have final maturities of ten years and initial call dates of two to three years. The
additional borrowed funds were used primarily to fund our asset growth. Borrowed funds at June 30,
2008 were comprised of $13.93 billion of Federal Home Loan Bank advances and $13.55 billion of
securities sold under agreements to repurchase.
The increase in total deposits reflected a $574.5 million increase in our time deposits, an $849.5
million increase in our money market checking accounts and a $113.1 million increase in our demand
accounts. The increase in our time deposits and money market checking accounts reflects our
competitive pricing, our branch expansion and customer preference for these types of deposits. At
June 30, 2008 we had 121 branches as compared to 115 at June 30, 2007. We anticipate opening 6 new
branches during the second half of 2008.
Other liabilities increased to $245.2 million at June 30, 2008 as compared to $236.4 million at
December 31, 2007. The increase is primarily the result of an increase in accrued interest payable
on borrowings of $13.2 million. Due to brokers amounted to $12.9 million at June 30, 2008 as
compared to $281.9 million at December 31, 2007. Due to brokers at June 30, 2008 represents
securities purchased in the second quarter of 2008 with settlement dates in the third quarter of
2008.
Total shareholders equity increased $98.3 million to $4.71 billion at June 30, 2008 from $4.61
billion at December 31, 2007. The increase was primarily due to net income of $199.4 million for
the six months ended June 30, 2008. These increases to shareholders equity were partially offset
by cash dividends paid
Page 21
to common shareholders of $96.7 million and repurchases of our common stock for at an aggregate
cost of $3.6 million.
As of June 30, 2008, 54,973,550 shares were available for repurchase under our existing stock
repurchase program. During the first six months of 2008, we repurchased 224,262 shares of our
outstanding common stock at a total cost of $3.6 million as compared to 26.8 million shares
repurchased during the same period in 2007 at a total cost of $357.6 million. We repurchased fewer
shares in the first six months of 2008 because we were able to leverage our capital more
effectively by growing our balance sheet as the yield curve became steeper.
The accumulated other comprehensive loss of $10.2 million at June 30, 2008 includes a $7.0 million
after-tax net unrealized loss on securities available for sale ($12.0 million pre-tax). We invest
primarily in mortgage-backed securities issued by Ginnie Mae, Fannie Mae and Freddie Mac, as well
as other securities issued by U.S. governmentsponsored enterprises. We do not purchase unrated
or private label mortgage-backed securities or other higher risk securities such as those backed by
sub-prime loans. In addition, we do not own any common or preferred stock issued by Fannie Mae or
Freddie Mac. The unrealized loss in the available for sale portfolio at June 30, 2008 was caused
by increases in market yields subsequent to purchase and is not attributable to credit quality
concerns. There were no debt securities past due or securities for which the Company currently
believes it is not probable that it will collect all amounts due according to the contractual terms
of the security. Because the Company has the intent and the ability to hold securities with
unrealized losses until a market price recovery (which, for debt securities may be until maturity),
the Company did not consider these securities to be other-than-temporarily impaired at June 30,
2008.
At June 30, 2008, our shareholders equity to asset ratio was 9.58%. Our book value per share,
using the period-end number of outstanding shares, less purchased but unallocated employee stock
ownership plan shares and less purchased but unvested recognition and retention plan shares, was
$9.73 at June 30, 2008 as compared to $9.55 at December 31, 2007. Our tangible book value per
share, calculated by deducting goodwill and the core deposit intangible from shareholders equity,
was $9.40 as of June 30, 2008 and $9.22 at December 31, 2007.
Page 22
Comparison of Operating Results for the Three Months Ended June 30, 2008 and 2007
Average Balance Sheet.
The following table presents the average balance sheets, average yields
and costs and certain other information for the three months ended June 30, 2008 and 2007. The
table presents the annualized average yield on interest-earning assets and the annualized average
cost of interest-bearing liabilities. We derived the yields and costs by dividing annualized
income or expense by the average balance of interest-earning assets and interest-bearing
liabilities, respectively, for the periods shown. We derived average balances from daily balances
over the periods indicated. Interest income includes fees that we considered to be adjustments to
yields. Yields on tax-exempt obligations were not computed on a tax equivalent basis. Nonaccrual
loans were included in the computation of average balances and therefore have a zero yield. The
yields set forth below include the effect of deferred loan origination fees and costs, and purchase
discounts and premiums that are amortized or accreted to interest income.
|
|
|
|
|
|
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|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended June 30,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
|
Average
|
|
|
|
|
|
|
Yield/
|
|
|
Average
|
|
|
|
|
|
|
Yield/
|
|
|
|
Balance
|
|
|
Interest
|
|
|
Cost
|
|
|
Balance
|
|
|
Interest
|
|
|
Cost
|
|
|
|
(Dollars in thousands)
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-earnings assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First mortgage loans, net (1)
|
|
$
|
25,708,148
|
|
|
$
|
369,096
|
|
|
|
5.74
|
%
|
|
$
|
20,437,687
|
|
|
$
|
289,772
|
|
|
|
5.67
|
%
|
Consumer and other loans
|
|
|
426,390
|
|
|
|
6,877
|
|
|
|
6.45
|
|
|
|
428,474
|
|
|
|
7,078
|
|
|
|
6.61
|
|
Federal funds sold
|
|
|
244,780
|
|
|
|
1,205
|
|
|
|
1.98
|
|
|
|
195,085
|
|
|
|
2,548
|
|
|
|
5.24
|
|
Mortgage-backed securities at amortized cost
|
|
|
16,308,532
|
|
|
|
212,571
|
|
|
|
5.21
|
|
|
|
10,673,572
|
|
|
|
136,368
|
|
|
|
5.11
|
|
Federal Home Loan Bank stock
|
|
|
774,089
|
|
|
|
13,993
|
|
|
|
7.23
|
|
|
|
567,694
|
|
|
|
8,747
|
|
|
|
6.16
|
|
Investment securities, at amortized cost
|
|
|
3,488,540
|
|
|
|
42,918
|
|
|
|
4.92
|
|
|
|
5,615,664
|
|
|
|
66,981
|
|
|
|
4.77
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-earning assets
|
|
|
46,950,479
|
|
|
|
646,660
|
|
|
|
5.51
|
|
|
|
37,918,176
|
|
|
|
511,494
|
|
|
|
5.40
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest-earnings assets
|
|
|
817,708
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|
|
|
|
|
|
|
|
|
|
|
607,385
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$
|
47,768,187
|
|
|
|
|
|
|
|
|
|
|
$
|
38,525,561
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Shareholders Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Savings accounts
|
|
$
|
736,421
|
|
|
|
1,382
|
|
|
|
0.75
|
|
|
$
|
790,499
|
|
|
|
1,639
|
|
|
|
0.83
|
|
Interest-bearing transaction accounts
|
|
|
1,595,180
|
|
|
|
11,788
|
|
|
|
2.97
|
|
|
|
1,878,714
|
|
|
|
15,799
|
|
|
|
3.37
|
|
Money market accounts
|
|
|
2,146,642
|
|
|
|
16,570
|
|
|
|
3.10
|
|
|
|
1,019,661
|
|
|
|
9,836
|
|
|
|
3.87
|
|
Time deposits
|
|
|
11,417,332
|
|
|
|
111,659
|
|
|
|
3.93
|
|
|
|
9,736,187
|
|
|
|
119,158
|
|
|
|
4.91
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing deposits
|
|
|
15,895,575
|
|
|
|
141,399
|
|
|
|
3.58
|
|
|
|
13,425,061
|
|
|
|
146,432
|
|
|
|
4.37
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase agreements
|
|
|
12,884,615
|
|
|
|
134,454
|
|
|
|
4.20
|
|
|
|
9,383,033
|
|
|
|
98,186
|
|
|
|
4.20
|
|
Federal Home Loan Bank of New York advances
|
|
|
13,345,879
|
|
|
|
137,675
|
|
|
|
4.15
|
|
|
|
10,191,209
|
|
|
|
109,218
|
|
|
|
4.30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total borrowed funds
|
|
|
26,230,494
|
|
|
|
272,129
|
|
|
|
4.17
|
|
|
|
19,574,242
|
|
|
|
207,404
|
|
|
|
4.25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing liabilities
|
|
|
42,126,069
|
|
|
|
413,528
|
|
|
|
3.95
|
|
|
|
32,999,303
|
|
|
|
353,836
|
|
|
|
4.30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest-bearing deposits
|
|
|
588,089
|
|
|
|
|
|
|
|
|
|
|
|
527,819
|
|
|
|
|
|
|
|
|
|
Other noninterest-bearing liabilities
|
|
|
276,299
|
|
|
|
|
|
|
|
|
|
|
|
205,159
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total noninterest-bearing
liabilities
|
|
|
864,388
|
|
|
|
|
|
|
|
|
|
|
|
732,978
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
42,990,457
|
|
|
|
|
|
|
|
|
|
|
|
33,732,281
|
|
|
|
|
|
|
|
|
|
Shareholders equity
|
|
|
4,777,730
|
|
|
|
|
|
|
|
|
|
|
|
4,793,280
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and
Shareholders Equity
|
|
$
|
47,768,187
|
|
|
|
|
|
|
|
|
|
|
$
|
38,525,561
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income/net interest rate spread (2)
|
|
|
|
|
|
$
|
233,132
|
|
|
|
1.56
|
|
|
|
|
|
|
$
|
157,658
|
|
|
|
1.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest-earning assets/net interest margin (3)
|
|
$
|
4,824,410
|
|
|
|
|
|
|
|
1.97
|
%
|
|
$
|
4,918,873
|
|
|
|
|
|
|
|
1.65
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of interest-earning assets to
interest-bearing liabilities
|
|
|
|
|
|
|
|
|
|
|
1.11
|
x
|
|
|
|
|
|
|
|
|
|
|
1.15
|
x
|
|
|
|
(1)
|
|
Amount includes deferred loan costs and non-performing loans and is net of the allowance for loan losses.
|
|
(2)
|
|
Determined by subtracting the annualized weighted average cost of total interest-bearing liabilities
from the annualized weighted average yield on total interest-earning assets.
|
|
(3)
|
|
Determined by dividing annualized net interest income by total average interest-earning assets.
|
Page 23
General.
Net income was $110.7 million for the second quarter of 2008, an increase of $38.0
million, or 52.3%, compared with net income of $72.7 million for the second quarter of 2007. Basic
and diluted earnings per common share were $0.23 and $0.22, respectively, for the second quarter of
2008 as compared to $0.14 for both basic and diluted earnings per share for the second quarter of
2007. For the three months ended June 30, 2008, our annualized return on average shareholders
equity was 9.27%, compared with 6.06% for the comparable period in 2007. Our annualized return on
average assets for the second quarter of 2008 was 0.93% as compared to 0.75% for the second quarter
of 2007. The increase in the annualized return on average equity and assets is primarily due to the
increase in net income during the second quarter of 2008. The increase in the annualized return on
average equity is also due to a $15.6 million decrease in average stockholders equity for the
second quarter of 2008 as compared to the second quarter of 2007 due primarily to an increase in
treasury stock as a result of our significant stock repurchases during 2007.
Interest and Dividend Income.
Total interest and dividend income for the second quarter of 2008
increased $135.2 million, or 26.4%, to $646.7 million as compared to $511.5 million for the second
quarter of 2007. The increase in total interest and dividend income was primarily due to a $9.03
billion, or 23.8%, increase in the average balance of total interest-earning assets to $46.95
billion for the second quarter of 2008 as compared to $37.92 billion for the second quarter of
2007. The increase in interest and dividend income was also partially due to an increase of 11
basis points in the annualized weighted-average yield on total interest-earning assets to 5.51% for
the three month period ended June 30, 2008 from 5.40% for the comparable period in 2007.
Interest on first mortgage loans increased $79.3 million to $369.1 million for the second quarter
of 2008 as compared to $289.8 million for the same period in 2007. This was primarily due to a
$5.27 billion increase in the average balance of first mortgage loans, which reflected our
continued emphasis on the
growth of our mortgage loan portfolio. The increase in first mortgage loan income was also due to a
7 basis point increase in the weighted-average yield to 5.74%. Notwithstanding the decrease in
long-term market interest rates noted above, competitive mortgage rates have maintained a wider
credit spread resulting in higher yields on mortgage loans relative to U.S. Treasury securities.
Interest on consumer and other loans decreased to $6.9 million for the second quarter of 2008 from
$7.1 million for the second quarter of 2007. The average balance of consumer and other loans
decreased $2.1 million to $426.4 million for the second quarter of 2008 as compared to $428.5
million for the second quarter of 2007 and the average yield earned decreased 16 basis points to
6.45% as compared to 6.61% for the same respective periods.
Interest on mortgage-backed securities increased $76.2 million to $212.6 million for the second
quarter of 2008 as compared to $136.4 million for the second quarter of 2007. This increase was
due primarily to a $5.64 billion increase in the average balance of mortgage-backed securities to
$16.31 billion during the second quarter of 2008 as compared to $10.67 billion during the second
quarter of 2007, and a 10 basis point increase in the weighted-average yield to 5.21%.
The increases in the average balances of mortgage-backed securities were due to purchases of
variable-rate mortgage-backed securities as part of our interest rate risk management strategy.
Since our primary lending activities are the origination and purchase of fixed-rate mortgage loans,
the purchase of variable-rate mortgage-backed securities provides us with an asset that reduces our
exposure to interest rate fluctuations while providing a source of cash flow from monthly principal
and interest payments. The increase in the weighted average yields on mortgage-backed securities
is a result of the purchase of new
Page 24
securities during 2007 when market interest rates were higher
than the yield earned on the existing portfolio.
Interest on investment securities decreased $24.1 million to $42.9 million during the second
quarter of 2008 as compared to $67.0 million for the second quarter of 2007. This decrease was due
primarily to a $2.13 billion decrease in the average balance of investment securities to $3.49
billion. The decrease in the average balance of investment securities was due to increased call
activity as a result of the decrease in market rates of securities with a shorter duration during
the second half of 2007 and first six months of 2008. The average yield on investment securities
increased 15 basis points to 4.92%.
Dividends on FHLB stock increased $5.3 million or 60.9% to $14.0 million for the second quarter of
2008 as compared to $8.7 million for the second quarter of 2007. This increase was due to a $206.4
million increase in the average balance to $774.1 million for the second quarter of 2008 as
compared to $567.7 million for the same quarter in 2007. The increase was also due to a 107 basis
point increase in the average yield to 7.23% as compared to 6.16% for the same period last year.
Interest Expense.
Total interest expense for the three months ended June 30, 2008 increased
$59.7 million, or 16.9%, to $413.5 million as compared to $353.8 million for the three months ended
June 30, 2007. This increase was primarily due to a $9.13 billion, or 27.7%, increase in the
average balance of total interest-bearing liabilities to $42.13 billion for the quarter ended June
30, 2008 compared with $33.00 billion for the second quarter of 2007. This increase in
interest-bearing liabilities was primarily used to fund asset growth. The increase in the average
balance of total interest-bearing liabilities was partially offset by a 35 basis point decrease in
the weighted-average cost of total interest-bearing liabilities to 3.95% for the quarter ended June
30, 2008 compared with 4.30% for the quarter ended June 30, 2007.
Interest expense on our time deposit accounts decreased $7.5 million to $111.7 million for the
second quarter of 2008 as compared to $119.2 million for the second quarter of 2007. This decrease
was due to a decrease in the annualized weighted-average cost of 98 basis points to 3.93%. This
decrease was partially offset by a $1.68 billion increase in the average balance of time deposit
accounts to $11.42 billion from $9.74 billion for the second quarter of 2007. Interest expense on
money market accounts increased $6.8 million to $16.6 million for the second quarter of 2008 as
compared to $9.8 million for the same quarter in 2007. This increase was due to a $1.13 billion
increase in the average balance to $2.15 billion, partially offset by a 77 basis point decrease in
the annualized weighted-average cost to 3.10%. The increase in our time deposits and money market
checking accounts reflects our competitive pricing, our branch expansion and customer preference
for short-term deposit products. Interest expense on our interest-bearing transaction accounts
decreased $4.0 million to $11.8 million for the second quarter of 2008 as compared to $15.8 million
for the second quarter of 2007. This decrease was primarily due to a $283.5 million decrease in
the average balance to $1.60 billion, and a 40 basis point decrease in the annualized weighted
average cost to 2.97%. The decrease in our interest-bearing transaction accounts reflected
customer preferences for higher-yielding time and money market deposit products.
Interest expense on borrowed funds increased $64.7 million to $272.1 million as compared to $207.4
million for the second quarter of 2007 primarily due to a $6.66 billion increase in the average
balance of borrowed funds to $26.23 billion. The weighted average cost of borrowed funds decreased
eight basis points to 4.17% for the second quarter of 2008 as compared to 4.25% for the second
quarter of 2007.
Borrowed funds were primarily used to fund the growth in interest-earning assets. The decrease in
the average cost of borrowings for the second quarter of 2008 reflected new borrowings in 2008,
when
Page 25
market interest rates were lower than existing borrowings, and borrowings that were called.
Substantially all of our borrowings are callable quarterly at the discretion of the lender after an
initial non-call period of one to five years with a final maturity of ten years. Based on the
lower market interest rates as of June 30, 2008, we anticipate that none of the borrowings with
call dates in 2008 will be called.
Net Interest Income.
Net interest income increased $75.4 million, or 47.8%, to $233.1 million
for the second quarter of 2008 compared with $157.7 million for the second quarter of 2007. Our
net interest rate spread increased 46 basis points to 1.56% for the second quarter of 2008 from
1.10% for the comparable period in 2007. Our net interest margin increased 32 basis points to 1.97%
for the second quarter of 2008 from 1.65% for the comparable period in 2007. For the month of June
2008, our net interest margin was 2.06%.
The increase in our net interest margin and net interest rate spread was primarily due to the 11
basis point increase in the weighted-average yield on interest-earning assets compared with the
weighted-average cost of interest-bearing liabilities which decreased by 35 basis points for the
three months ended June 30, 2008. The decreases in market interest rates during the second half of
2007 and the first six months of 2008 allowed us to lower the cost of our interest-bearing
liabilities, primarily our deposits, while mortgage yields remained stable. As a result, our net
interest rate margin and net interest rate spread increased during the second quarter of 2008.
Provision for Loan Losses.
The provision for loan losses amounted to $3.0 million for the
quarter ended June 30, 2008 as compared to $500,000 for the quarter ended June 30, 2007. The
allowance for loan losses amounted to $39.1 million and $34.7 million at June 30, 2008 and December
31, 2007, respectively. We recorded our provision for loan losses during the first six months of
2008 based on our allowance for loan losses methodology that considers a number of quantitative and
qualitative factors, including the amount of non-performing loans, which increased to $116.3
million at June 30, 2008 as
compared to $79.4 million at December 31, 2007. See Critical Accounting Policies Allowance for
Loan Losses.
Due to the homogeneous nature of our loan portfolio, our evaluation of the adequacy of our
allowance for loan losses is performed substantially on a pooled basis. A component of our
methodology includes assigning potential loss factors to the payment status of multiple residential
loan categories with the objective of assessing the potential risk inherent in each loan type. We
also consider growth in the loan portfolio in our determination of the allowance for loan losses.
These factors are periodically reviewed for appropriateness giving consideration to charge-off
history, delinquency trends, the results of our foreclosed property transactions and market
conditions. We use this systematic methodology as a tool, together with qualitative analysis
performed by our Asset Quality Committee to estimate the allowance for loan losses. Other key
factors we consider in this process are current real estate market conditions in geographic areas
where our loans are located, changes in the trend of non-performing loans, the current state of the
local and national economy, changes in interest rates, the results of our foreclosed property
transactions and loan portfolio growth. Any one or a combination of these events may adversely
affect our loan portfolio resulting in increased delinquencies, loan losses and future levels of
provisions.
Our primary lending emphasis is the origination and purchase of one- to four-family first mortgage
loans on residential properties and, to a lesser extent, second mortgage loans on one- to
four-family residential properties. Our loan growth was primarily concentrated in one- to
four-family mortgage loans with loan-to-value ratios of less than 80%. The average loan-to-value
ratio of our 2008 originations was 61%. The value of the property used as collateral for our loans
is dependent upon local market conditions. As part of our estimation of the allowance for loan
losses, we monitor changes in the values of homes in each
Page 26
market using indices published by various
organizations. Based on our analysis of the data for the first six months of 2008, we concluded
that home values in the Northeast quadrant of the United States, where most of our lending activity
occurs, deteriorated during 2007 and the first half of 2008 as evidenced by reduced levels of
sales, increasing inventories of houses on the market, declining house prices and an increase in
the length of time houses remain on the market. In addition, general economic conditions in the
United States have also worsened as evidenced by slower economic growth. We considered these
trends in economic and market conditions in determining the provision for loan losses also taking
into account the continued growth of our loan portfolio.
We define the Northeast quadrant of the country generally as those states that are east of the
Mississippi River and as far south as South Carolina. At June 30, 2008, approximately 69% of our
total loans are in the New York metropolitan area. Additionally, the states of Virginia, Illinois,
Maryland, Massachusetts and Michigan accounted for 6%, 5%, 5%, 3% and 2%, respectively of total
loans. The remaining 10% of the loan portfolio is secured by real estate primarily in the
Northeast quadrant of the United States. With respect to our non-performing loans, approximately
63% are in the New York metropolitan area and 6%, 6%, 4%, 3% and 6% are located in the states of
Virginia, Illinois, Maryland, Massachusetts and Michigan. The remaining 12% of our non-performing
loans are secured by real estate primarily in the Northeast quadrant of the United States.
The second half of 2007 and first half of 2008 have been highlighted by significant disruption and
volatility in the financial and capital marketplaces. This turbulence has been attributable to a
variety of factors, including the fallout associated with the sub-prime mortgage market. One
aspect of this fallout has been significant deterioration in the activity of the secondary
residential mortgage market and the lack of available liquidity that previously existed through
securitization transactions. The disruptions have been exacerbated by the acceleration of the
decline of the real estate and housing market. We continue to
closely monitor the local and national real estate markets and other factors related to risks
inherent in our loan portfolio. Sub-prime mortgage lending, which has been the riskiest sector of
the residential housing market, is not a market in which we participate. We continue to adhere to
prudent underwriting standards. However, we determined the provision for loan losses for the
second quarter of 2008 based on our evaluation of the foregoing factors, the growth of the loan
portfolio and the recent increases in non-performing loans and net loan charge-offs.
At June 30, 2008, first mortgage loans secured by one-to four-family properties accounted for 98.2%
of total loans. Fixed-rate mortgage loans represent 80.0% of our first mortgage loans. Compared
to adjustable-rate loans, fixed-rate loans possess less inherent credit risk since loan payments do
not change in response to changes in interest rates. In addition, we do not originate or purchase
loans with payment options, negative amortization loans or sub-prime loans.
Non-performing loans amounted to $116.3 million at June 30, 2008 as compared to $79.4 million at
December 31, 2007. Non-performing loans at June 30, 2008 included $110.1 million of one- to
four-family first mortgage loans as compared to $75.8 million at December 31, 2007. The ratio of
non-performing loans to total loans was 0.43% at June 30, 2008 compared with 0.33% at December 31,
2007. The allowance for loan losses as a percent of total loans and non-performing loans was 0.14%
and 33.60%, respectively at June 30, 2008 as compared to 0.14% and 43.75%, respectively at December
31, 2007. Loans delinquent 60 to 89 days amounted to
$60.2 million at June 30, 2008 as compared to
$40.6 million at December 31, 2007. Foreclosed real estate
amounted to $8.2 million at June 30, 2008 as compared to $4.1
million at December 31, 2007. As a result of our underwriting policies, our borrowers typically have a significant
amount of equity, at the time of origination, in the underlying real estate that we use as
collateral for our loans. At June 30, 2008, our non-performing mortgage loans had an average
loan-to-value ratio of approximately 69% based on the appraised value at the time of origination.
Net charge-offs amounted to $694,000 for the second quarter of 2008 as compared to net charge-offs
of $36,000 for the comparable period in 2007.
Page 27
The increase in charge-offs was related to
non-performing residential loans for which appraised values indicated declines in the value of the
underlying collateral.
At June 30, 2008 and December 31, 2007, commercial and construction loans evaluated for impairment
in accordance with SFAS No. 114, Accounting by Creditors for Impairment of a Loan amounted to
$5.8 million and $3.5 million, respectively. Based on this evaluation, we established an allowance
for loan losses of $400,000 for loans classified as impaired at June 30, 2008 compared to $268,000
at December 31, 2007.
Although we believe that we have established and maintained the allowance for loan losses at
adequate levels, additions may be necessary if future economic and other conditions differ
substantially from the current operating environment. Although we use the best information
available, the level of the allowance for loan losses remains an estimate that is subject to
significant judgment and short-term change. See Critical Accounting Policies.
Non-Interest Income.
Total non-interest income was $2.1 million for the second quarter of 2008
compared with $1.8 million for the second quarter of 2007. The increase in non-interest income is
primarily due to an increase in service charges on deposits as a result of deposit account growth.
Non-Interest Expense.
Total non-interest expense increased $7.4 million, or 18.1%, to $48.3
million for the second quarter of 2008 from $40.9 million for the second quarter of 2007. The
increase is primarily due to a $5.5 million increase in compensation and employee benefits expense,
a $1.6 million increase in other non-interest expense and a $363,000 increase in net occupancy
expense. The increase in compensation and employee benefits expense reflected a $3.1 million
increase in expense related to our employee stock ownership plan primarily as a result of increases
in our stock price, a $1.3 million
increase in compensation costs and a $607,000 increase in stock option plan expense. At June 30,
2008, we had 1,391 full-time equivalent employees as compared to 1,298 at June 30, 2007. The
increase in stock option plan expense is due to the grant of options during the first six months of
2008. The increase in other non-interest expense was due primarily to the growth of our branch
network and our increased retail loan production. Included in other non-interest expense for the
second quarter of 2008 were write-downs on foreclosed real estate of $430,000 (none in 2007).
Our efficiency ratio was 20.52% for the three months ended June 30, 2008 as compared to 25.62% for
the three months ended June 30, 2007. Our annualized ratio of non-interest expense to average total
assets for the second quarter of 2008 was 0.41% as compared to 0.42% for the second quarter of
2007.
Income Taxes.
Income tax expense amounted to $73.2 million for the three months ended June 30,
2008 compared with $45.5 million for the corresponding period in 2007. Our effective tax rate for
the second quarter of 2008 was 39.82% compared with 38.48% for the second quarter of 2007.
Page 28
Comparison of Operating Results for the Six Months Ended June 30, 2008 and 2007
Average Balance Sheet.
The following table presents the average balance sheets, average yields
and costs and certain other information for the six months ended June 30, 2008 and 2007. The table
presents the annualized average yield on interest-earning assets and the annualized average cost of
interest-bearing liabilities. We derived the yields and costs by dividing annualized income or
expense by the average balance of interest-earning assets and interest-bearing liabilities,
respectively, for the periods shown. We derived average balances from daily balances over the
periods indicated. Interest income includes fees that we considered to be adjustments to yields.
Yields on tax-exempt obligations were not computed on a tax equivalent basis. Nonaccrual loans were
included in the computation of average balances and therefore have a zero yield. The yields set
forth below include the effect of deferred loan origination fees and costs, and purchase discounts
and premiums that are amortized or accreted to interest income.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Six Months Ended June 30,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
|
Average
|
|
|
|
|
|
|
Yield/
|
|
|
Average
|
|
|
|
|
|
|
Yield/
|
|
|
|
Balance
|
|
|
Interest
|
|
|
Cost
|
|
|
Balance
|
|
|
Interest
|
|
|
Cost
|
|
|
|
(Dollars in thousands)
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-earnings assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First mortgage loans, net (1)
|
|
$
|
24,883,976
|
|
|
$
|
715,373
|
|
|
|
5.75
|
%
|
|
$
|
19,731,035
|
|
|
$
|
559,454
|
|
|
|
5.67
|
%
|
Consumer and other loans
|
|
|
430,984
|
|
|
|
13,733
|
|
|
|
6.37
|
|
|
|
426,018
|
|
|
|
13,970
|
|
|
|
6.56
|
|
Federal funds sold
|
|
|
261,000
|
|
|
|
3,278
|
|
|
|
2.53
|
|
|
|
187,396
|
|
|
|
4,893
|
|
|
|
5.27
|
|
Mortgage-backed securities at amortized cost
|
|
|
15,503,898
|
|
|
|
406,926
|
|
|
|
5.25
|
|
|
|
10,239,739
|
|
|
|
260,176
|
|
|
|
5.08
|
|
Federal Home Loan Bank stock
|
|
|
747,960
|
|
|
|
28,219
|
|
|
|
7.55
|
|
|
|
520,601
|
|
|
|
16,219
|
|
|
|
6.23
|
|
Investment securities, at amortized cost
|
|
|
3,837,728
|
|
|
|
92,419
|
|
|
|
4.82
|
|
|
|
5,764,587
|
|
|
|
136,429
|
|
|
|
4.73
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-earning assets
|
|
|
45,665,546
|
|
|
|
1,259,948
|
|
|
|
5.52
|
|
|
|
36,869,376
|
|
|
|
991,141
|
|
|
|
5.38
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest-earnings assets
|
|
|
783,080
|
|
|
|
|
|
|
|
|
|
|
|
596,273
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$
|
46,448,626
|
|
|
|
|
|
|
|
|
|
|
$
|
37,465,649
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Shareholders Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Savings accounts
|
|
$
|
734,107
|
|
|
|
2,754
|
|
|
|
0.75
|
|
|
$
|
794,209
|
|
|
|
3,468
|
|
|
|
0.88
|
|
Interest-bearing transaction accounts
|
|
|
1,580,337
|
|
|
|
24,689
|
|
|
|
3.14
|
|
|
|
1,945,341
|
|
|
|
32,516
|
|
|
|
3.37
|
|
Money market accounts
|
|
|
1,915,999
|
|
|
|
32,465
|
|
|
|
3.41
|
|
|
|
977,515
|
|
|
|
17,992
|
|
|
|
3.71
|
|
Time deposits
|
|
|
11,186,331
|
|
|
|
239,507
|
|
|
|
4.31
|
|
|
|
9,584,729
|
|
|
|
234,419
|
|
|
|
4.93
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing deposits
|
|
|
15,416,774
|
|
|
|
299,415
|
|
|
|
3.91
|
|
|
|
13,301,794
|
|
|
|
288,395
|
|
|
|
4.37
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase agreements
|
|
|
12,448,055
|
|
|
|
262,861
|
|
|
|
4.25
|
|
|
|
9,153,243
|
|
|
|
187,617
|
|
|
|
4.13
|
|
Federal Home Loan Bank of New York advances
|
|
|
13,032,868
|
|
|
|
271,225
|
|
|
|
4.19
|
|
|
|
9,436,740
|
|
|
|
201,017
|
|
|
|
4.30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total borrowed funds
|
|
|
25,480,923
|
|
|
|
534,086
|
|
|
|
4.22
|
|
|
|
18,589,983
|
|
|
|
388,634
|
|
|
|
4.22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing liabilities
|
|
|
40,897,697
|
|
|
|
833,501
|
|
|
|
4.10
|
|
|
|
31,891,777
|
|
|
|
677,029
|
|
|
|
4.28
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest-bearing deposits
|
|
|
549,223
|
|
|
|
|
|
|
|
|
|
|
|
507,294
|
|
|
|
|
|
|
|
|
|
Other noninterest-bearing liabilities
|
|
|
278,675
|
|
|
|
|
|
|
|
|
|
|
|
213,065
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total noninterest-bearing liabilities
|
|
|
827,898
|
|
|
|
|
|
|
|
|
|
|
|
720,359
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
41,725,595
|
|
|
|
|
|
|
|
|
|
|
|
32,612,136
|
|
|
|
|
|
|
|
|
|
Shareholders equity
|
|
|
4,723,031
|
|
|
|
|
|
|
|
|
|
|
|
4,853,513
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Shareholders Equity
|
|
$
|
46,448,626
|
|
|
|
|
|
|
|
|
|
|
$
|
37,465,649
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income/net interest rate spread (2)
|
|
|
|
|
|
$
|
426,447
|
|
|
|
1.42
|
|
|
|
|
|
|
$
|
314,112
|
|
|
|
1.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest-earning assets/net interest margin (3)
|
|
$
|
4,767,849
|
|
|
|
|
|
|
|
1.85
|
%
|
|
$
|
4,977,599
|
|
|
|
|
|
|
|
1.67
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of interest-earning assets to
interest-bearing liabilities
|
|
|
|
|
|
|
|
|
|
|
1.12
|
x
|
|
|
|
|
|
|
|
|
|
|
1.16
|
x
|
|
|
|
(1)
|
|
Amount includes deferred loan costs and non-performing loans and is net of the allowance for loan losses.
|
|
(2)
|
|
Determined by subtracting the annualized weighted average cost of total interest-bearing liabilities from the annualized weighted average yield on total interest-earning assets.
|
|
(3)
|
|
Determined by dividing annualized net interest income by total average interest-earning assets.
|
Page 29
General.
Net income was $199.4 million for the first six months of 2008, an increase of $55.5
million, or 38.6%, compared with net income of $143.9 million for the first six months of 2007.
Basic and diluted earnings per common share were $0.41 and $0.40, respectively, for the first six
months of 2008 as compared to $0.28 for both basic and diluted earnings per share for the same
period in 2007. For the six months ended June 30, 2008, our annualized return on average
shareholders equity was 8.44%, compared with 5.93% for the comparable period in 2007. Our
annualized return on average assets for the first six months of 2008 was 0.86% as compared to 0.77%
for the first six months of 2007. The increase in the annualized return on average equity and
assets is primarily due to the increase in net income during the first six months of 2008. The
increase in the annualized return on average equity is also due to a $130.5 million decrease in
average shareholders equity for the first six months of 2008 as compared to the first six months
of 2007 due primarily to significant treasury stock repurchases during 2007.
Interest and Dividend Income.
Total interest and dividend income for the first six months of
2008 increased $268.8 million, or 27.1%, to $1.26 billion as compared to $991.1 million for the
first six months of 2007. The increase in total interest and dividend income was primarily due to
an $8.80 billion, or 23.9%, increase in the average balance of total interest-earning assets to
$45.67 billion for the first six months of 2008 as compared to $36.87 billion for the first six
months of 2007. The increase in interest and dividend income was also partially due to an increase
of 14 basis points in the annualized weighted-average yield on total interest-earning assets to
5.52% for the six months ended June 30, 2008 from 5.38% for the comparable period in 2007.
Interest on first mortgage loans increased $155.9 million to $715.4 million for the first six
months of 2008 as compared to $559.5 million for the same period in 2007. This was primarily due to
a $5.15 billion increase in the average balance of first mortgage loans, which reflected our
continued emphasis on the growth of our mortgage loan portfolio. The increase in first mortgage
loan income was also due to an eight basis point increase in the weighted-average yield to 5.75%.
Notwithstanding the decrease in long-term market interest rates noted above, mortgage rates have
maintained a wider credit spread resulting in higher yields on mortgage loans relative to U.S.
Treasury securities.
Interest on consumer and other loans decreased to $13.7 million for the first six months of 2008 as
compared to $14.0 million for the same period in 2007. The average balance of consumer and other
loans increased $5.0 million to $431.0 million for the first six months of 2008 as compared to
$426.0 million for the first six months of 2007 and the average yield earned decreased 19 basis
points to 6.37% as compared to 6.56% for the same periods.
Interest on mortgage-backed securities increased $146.7 million to $406.9 million for the first six
months of 2008 as compared to $260.2 million for the first six months of 2007. This increase was
due primarily to a $5.26 billion increase in the average balance of mortgage-backed securities to
$15.50 billion during the first six months of 2008 as compared to $10.24 billion the first six
months of 2007, and a 17 basis point increase in the weighted-average yield to 5.25%.
The increases in the average balances of mortgage-backed securities were due to purchases of
variable-rate mortgage-backed securities as part of our interest rate risk management strategy.
Since our primary lending activities are the origination and purchase of fixed-rate mortgage loans,
the purchase of variable-rate mortgage-backed securities provides us with an asset that reduces our
exposure to interest rate fluctuations while providing a source of cash flow from monthly principal
and interest payments. The increase in the weighted average yield on mortgage-backed securities is
a result of higher yields on
Page 30
securities purchased during 2007 when market interest rates were
higher than the yield earned on the existing portfolio.
Interest on investment securities decreased $44.0 million to $92.4 million during the first six
months of 2008 as compared to $136.4 million for the first six months of 2007. This decrease was
due primarily to a $1.92 billion decrease in the average balance of investment securities to $3.84
billion. The decrease in the average balance of investment securities was due to increased call
activity as a result of the decrease in market rates of securities with a shorter duration during
the second half of 2007 and first six months of 2008. The average yield on investment securities
increased 9 basis points to 4.82%.
Dividends on FHLB stock increased $12.0 million or 74.1% to $28.2 million for the first six months
of 2008 as compared to $16.2 million for the first six months of 2007. This increase was due to a
$227.4 million increase in the average balance to $748.0 million for the first six months of 2008
as compared to $520.6 million for the comparable period in 2007. The increase was also due to a 132 basis point
increase in the average yield to 7.55% as compared to 6.23% for the same period last year.
Interest Expense.
Total interest expense for the six months ended June 30, 2008 increased
$156.5 million, or 23.1%, to $833.5 million as compared to $677.0 million for the six months ended
June 30, 2007. This increase was primarily due to a $9.01 billion, or 28.3%, increase in the
average balance of total interest-bearing liabilities to $40.90 billion for the six months ended
June 30, 2008 compared with $31.89 billion for the corresponding period in 2007. The increase in
average balance of total interest-bearing liabilities was partially offset by an 18 basis point
decrease in the weighted-average cost of total interest-bearing liabilities to 4.10% for the six
months ended June 30, 2008 compared with 4.28% for the six months ended June 30, 2007.
Interest expense on our time deposit accounts increased $5.1 million to $239.5 million for the
first six months of 2008 as compared to $234.4 million for the first six months of 2007. This
increase was due to a $1.61 billion increase in the average balance of time deposit accounts to
$11.19 billion from $9.58 billion for the first six months of 2007. This increase was partially
offset by a decrease in the annualized weighted-average cost of 62 basis points to 4.31%. Interest
expense on money market accounts increased $14.5 million to $32.5 million for the first six months
of 2008 as compared to $18.0 million for the same period in 2007. This increase was due to a
$938.5 million increase in the average balance to $1.92 billion, partially offset by a 30 basis
point decrease in the annualized weighted-average cost to 3.41%. The increase in our time deposits
and money market checking accounts reflects our competitive pricing, our branch expansion and
customer preference for short-term deposit products. Interest expense on our interest-bearing
transaction accounts decreased $7.8 million to $24.7 million for the first six months of 2008 as
compared to $32.5 million for the first six months of 2007. This decrease was primarily due to a
$365.0 million decrease in the average balance to $1.58 billion and a 23 basis point decrease in
the average cost to 3.14%. The decrease in the average balance reflects customer preferences for
short-term time and money market deposit products.
Interest expense on borrowed funds increased $145.5 million to $534.1 million as compared to $388.6
million for the first six months of 2007 primarily due to a $6.89 billion increase in the average
balance of borrowed funds to $25.48 billion. The weighted average cost of borrowed funds remained
unchanged at 4.22% for the six months ended June 30, 2008.
Borrowed funds were primarily used to fund the growth in interest-earning assets. Substantially
all of our borrowings are callable quarterly at the discretion of the lender after an initial
non-call period of one to
Page 31
five years with a final maturity of ten years. Based on market interest
rates as of June 30, 2008, we anticipate that none of the borrowings with call dates in 2008 will
be called.
Net Interest Income.
Net interest income increased $112.3 million, or 35.8%, to $426.4 million
for the first six months of 2008 compared with $314.1 million for the first six months of 2007.
Our net interest rate spread increased 32 basis points to 1.42% for the first six months of 2008
from 1.10% for the comparable period in 2007. Our net interest margin increased 18 basis points to
1.85% for the first six months of 2008 from 1.67% for the comparable period in 2007.
The increase in our net interest margin and net interest rate spread was primarily due to the
increase in the weighted-average yield on interest-earning assets and a decrease in the
weighted-average cost of interest-bearing liabilities. The decreases in market interest rates
during the second half of 2007 and the first six months of 2008 allowed us to lower the cost of our
deposits while the yields on our mortgage-related
assets remained stable. As a result, our net interest rate margin and net interest rate spread
increased during the first six months of 2008.
Provision for Loan Losses.
The provision for loan losses amounted to $5.5 million for the six
months ended June 30, 2008 as compared to $800,000 for the six months ended June 30, 2007. The
provision for loan losses was $4.8 million for the full calendar year ended December 31, 2007. The
allowance for loan losses amounted to $39.1 million and $34.7 million at June 30, 2008 and December
31, 2007, respectively. Net charge-offs amounted to $1.2 million for the six months ended June 30,
2008 as compared to net recoveries of $31,000 for the same period in 2007
.
The provision for loan
losses during the six months ended June 30, 2008 reflects the risks inherent in our loan portfolio
due to weakening real estate markets, the increase in non-performing loans and the overall growth
of the loan portfolio. We recorded a provision for loan losses based on our determination of the
allowance for loan losses that considers a number of quantitative and qualitative factors. See
Comparison of Operating Results for the Three Months Ended June 30, 2008 and 2007 Provision for
Loan Losses.
Non-Interest Income.
Total non-interest income was $4.3 million for the first six months of
2008 compared with $3.4 million for the first six months of 2007. The increase in non-interest
income is primarily due to an increase in service charges on deposits as a result of deposit
account growth.
Non-Interest Expense.
Total non-interest expense for the six months ended June 30, 2008 was
$96.4 million compared with $82.0 million during the corresponding 2007 period. The increase is
primarily due to an $11.2 million increase in compensation and employee benefits expense and a $2.6
million increase in other non-interest expense. The increase in compensation and employee benefits
expense reflected a $6.7 million increase in expense related to our employee stock ownership plan,
primarily as a result of increases in our stock price, a $2.9 million increase in compensation
costs and a $1.2 million increase in stock option plan expense. The increase in compensation costs
was due primarily to normal salary increases and increased staffing related to our branch expansion
strategy. At June 30, 2008, we had 1,391 full-time equivalent employees as compared to 1,298 at
June 30, 2007. The increase in stock option plan expense is due to the grant of options during the
first six months of 2008. The increase in other non-interest expense was due primarily to various
operating expenses related to the growth of our branch network and our increased retail loan
production. Included in other non-interest expense for the six months ended June 30, 2008 were
write-downs on foreclosed real estate of $514,000 (none in 2007).
Our efficiency ratio was 22.40% for the six months ended June 30, 2008 as compared to 25.82% for
the six months ended June 30, 2007. Our annualized ratio of non-interest expense to average total
assets for the first six months of 2008 was 0.42% as compared to 0.44% for the first six months of
2007.
Page 32
Income Taxes.
Income tax expense amounted to $129.5 million for the six months ended June 30,
2008 compared with $90.8 million for the corresponding period in 2007. Our effective tax rate for
the first six months of 2008 was 39.38% compared with 38.69% for the first six months of 2007.
Liquidity and Capital Resources
The term liquidity refers to our ability to generate adequate amounts of cash to fund loan
originations, loan and security purchases, deposit withdrawals, repayment of borrowings and
operating expenses. Our primary sources of funds are deposits, borrowings, the proceeds from
principal and interest payments on loans and mortgage-backed securities, the maturities and calls
of investment securities and funds provided by our operations. Deposit flows, calls of investment
securities and borrowed funds, and prepayments of loans and mortgage-backed securities are strongly
influenced by interest rates, general and local economic
conditions and competition in the marketplace. These factors reduce the predictability of the
receipt of these sources of funds. Our membership in the FHLB provides us access to additional
sources of borrowed funds, which is generally limited to approximately twenty times the amount of
FHLB stock owned. We also have the ability to access the capital markets from time to time,
depending on market conditions.
Our investment policy provides that we shall maintain a primary liquidity ratio, which consists of
investments in cash, cash in banks, Federal funds sold, securities with remaining maturities of
less than five years and adjustable-rate mortgage-backed securities repricing within one year, in
an amount equal to at least 4% of total deposits and short-term borrowings. At June 30, 2008, our
primary liquidity ratio was 8.91% compared with 23.4% at December 31, 2007. The decrease in the
liquidity ratio is due to our growth strategy as well as our overall balance sheet management.
While the liquidity ratio has decreased, we believe that our current level of liquidity allows us
to pursue our growth strategy.
Our primary investing activities are the origination and purchase of one-to four-family real estate
loans and consumer and other loans, the purchase of mortgage-backed securities, and the purchase of
investment securities. These activities are funded primarily by borrowings, deposit growth and
principal and interest payments on loans, mortgage-backed securities and investment securities. We
originated $2.42 billion and purchased $2.17 billion of loans during the first six months of 2008
as compared to $1.60 billion and $2.37 billion during the first six months of 2007. While the
residential real estate markets have slowed during the past year, our competitive rates and the
decreased mortgage lending competition have resulted in increased origination productivity for the
first six months of 2008. The decrease in the purchases of mortgage loans during the first six
months of 2008 was due primarily to the continued reduction of activity in the secondary
residential mortgage market as a result of the disruption and volatility in the financial and
capital marketplaces. At June 30, 2008, commitments to originate and purchase mortgage loans
amounted to $672.1 million and $203.6 million, respectively as compared to $405.9 million and
$575.8 million, respectively at June 30, 2007.
Purchases of mortgage-backed securities during the first six months of 2008 were $3.94 billion as
compared to $2.74 billion during the first six months of 2007. The increase in the purchases of
mortgage-backed securities reflects the growth initiatives we have employed in recent periods as
well as our interest rate risk management strategy. We purchased $1.90 billion of investment
securities during the first six months of 2008 as compared to $500.0 million during the first six
months of 2007. This increase was due primarily to the reinvestment of proceeds from the calls of
investment securities which amounted to $2.69 billion during the six months ended June 30, 2008 as
compared to $1.1 billion for the same period in
Page 33
2007. The increase in the maturities and calls of
investment securities reflected lower market interest rates that resulted in an increase in call
activity.
During the first six months of 2008, principal repayments on loans totaled $1.54 billion as
compared to $1.15 billion for the first six months of 2007. Principal payments on mortgage-backed
securities amounted to $1.28 billion and $965.1 million for those same respective periods. These
increases in principal repayments were due primarily to the growth of the loan and mortgage-backed
securities portfolios and due to slightly higher prepayment rates on variable-rate mortgage assets
as customers refinanced to fixed-rate instruments.
As part of the membership requirements of the FHLB, we are required to hold a certain dollar amount
of FHLB common stock based on our asset size or our borrowings from the FHLB. During the first six
months of 2008, we purchased a net additional $114.0 million of FHLB common stock compared with net
purchases of $157.0 million during the first six months of 2007.
Our primary financing activities consist of gathering deposits, engaging in wholesale borrowings,
repurchases of our common stock and the payment of dividends.
Total deposits increased $1.57 billion during the first six months of 2008 as compared to an
increase of $774.9 million for the first six months of 2007. These increases reflect our growth
strategy and competitive pricing. Deposit flows are typically affected by the level of market
interest rates, the interest rates and products offered by competitors, the volatility of equity
markets, and other factors. Time deposits scheduled to mature within one year were $10.74 billion
at June 30, 2008. These time deposits have a weighted average rate of 3.50%. We anticipate that
we will have sufficient resources to meet this current funding commitment. Based on our deposit
retention experience and current pricing strategy, we anticipate that a significant portion of
these time deposits will remain with us as renewed time deposits or transfers to other deposit
products at the prevailing interest rate.
We also used wholesale borrowings to fund our investing and financing activities. New borrowings
totaled $3.70 billion, partially offset by $366.0 million in principal repayments of borrowed
funds. At June 30, 2008, we had $17.70 billion of borrowed funds with a weighted-average rate of
4.26% and call dates within one year. We anticipate that none of these borrowings will be called
based on current market interest rates. However, in the event borrowings are called, we
anticipate that we will have sufficient resources to meet this funding commitment by borrowing new
funds at the prevailing market interest rate, or using funds generated by deposit growth.
Cash dividends paid during the first six months of 2008 were $96.7 million. In the second quarter
of 2008, we increased our quarterly cash dividend to $0.11 per share as compared to $0.09 per share
in the first quarter of 2008. During the first six months of 2008, we purchased 224,262 shares of
our common stock at an aggregate cost of $3.6 million. At June 30, 2008, there remained 54,973,550
shares to be purchased under existing stock repurchase programs.
The primary source of liquidity for Hudson City Bancorp, the holding company of Hudson City
Savings, is capital distributions from Hudson City Savings. During the first six months of 2008,
Hudson City Bancorp received $162.5 million in dividend payments from Hudson City Savings. The
primary use of these funds is the payment of dividends to our shareholders and, when appropriate as
part of our capital management strategy, the repurchase of our outstanding common stock. Hudson
City Bancorps ability to continue these activities is dependent upon capital distributions from
Hudson City Savings. Applicable
Page 34
federal law may limit the amount of capital distributions Hudson
City Savings may make. At June 30, 2008, Hudson City Bancorp had total cash and due from banks of
$203.2 million.
At June 30, 2008, Hudson City Savings exceeded all regulatory capital requirements. Hudson City
Savings tangible capital ratio, leverage (core) capital ratio and total risk-based capital ratio
were 8.41%, 8.41% and 22.56%, respectively.
Off-Balance Sheet Arrangements and Contractual Obligations
Hudson City is a party to certain off-balance sheet arrangements, which occur in the normal course
of our business, to meet the credit needs of our customers and the growth initiatives of the Bank.
These arrangements are primarily commitments to originate and purchase mortgage loans, and to
purchase securities. We are also obligated under a number of non-cancelable operating leases.
The following table reports the amounts of contractual obligations for Hudson City as of June 30,
2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due By Period
|
|
|
|
|
|
|
|
Less Than
|
|
|
1 Year to
|
|
|
3 Years to
|
|
|
More Than
|
|
Contractual Obligation
|
|
Total
|
|
|
1 Year
|
|
|
3 Years
|
|
|
5 Years
|
|
|
5 Years
|
|
|
|
(In thousands)
|
|
First mortgage loan originations
|
|
$
|
672,135
|
|
|
$
|
672,135
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Mortgage loan purchases
|
|
|
203,618
|
|
|
|
203,618
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage-backed security purchases
|
|
|
1,150,000
|
|
|
|
1,150,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating leases
|
|
|
145,378
|
|
|
|
8,017
|
|
|
|
16,338
|
|
|
|
15,816
|
|
|
|
105,207
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
2,171,131
|
|
|
$
|
2,033,770
|
|
|
$
|
16,338
|
|
|
$
|
15,816
|
|
|
$
|
105,207
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments to extend credit are agreements to lend money to a customer as long as there is no
violation of any condition established in the contract. Commitments to fund first mortgage loans
generally have fixed expiration dates of approximately 90 days and other termination clauses. Since
some commitments are expected to expire without being drawn upon, the total commitment amounts do
not necessarily represent future cash requirements. Hudson City Savings evaluates each customers
credit-worthiness on a case-by-case basis. Additionally, we have available home equity, commercial
lines of credit, and overdraft lines of credit, which do not have fixed expiration dates, of
approximately $159.5 million. We are not obligated to advance further amounts on credit lines if
the customer is delinquent, or otherwise in violation of the agreement. The commitments to purchase
first mortgage loans and mortgage-backed securities had a normal period from trade date to
settlement date of approximately 90 days and 60 days, respectively.
Critical Accounting Policies
Note 2 to our Audited Consolidated Financial Statements of our Annual Report on Form 10-K for the
year ended December 31, 2007, contains a summary of our significant accounting policies. We believe
our policies with respect to the methodology for our determination of the allowance for loan
losses, the measurement of stock-based compensation expense and the measurement of the funded
status and cost of our pension and other post-retirement benefit plans involve a higher degree of
complexity and require management to make difficult and subjective judgments which often require
assumptions or estimates about highly uncertain matters. Changes in these judgments, assumptions
or estimates could cause
Page 35
reported results to differ materially. These critical policies and their
application are continually reviewed by management, and are periodically reviewed with the Audit
Committee and our Board of Directors.
Allowance for Loan Losses
The allowance for loan losses has been determined in accordance with U.S. generally accepted
accounting principles, under which we are required to maintain an adequate allowance for loan
losses at June 30, 2008. We are responsible for the timely and periodic determination of the amount
of the allowance required. We believe that our allowance for loan losses is adequate to cover
specifically identifiable loan losses, as well as estimated losses inherent in our portfolio for
which certain losses are probable but not specifically identifiable.
Our primary lending emphasis is the origination and purchase of one- to four-family first mortgage
loans on residential properties and, to a lesser extent, second mortgage loans on one- to
four-family residential properties resulting in a loan concentration in residential first mortgage
loans at June 30, 2008. As a result of our lending practices, we also have a concentration of loans
secured by real property located primarily in New Jersey, New York and Connecticut. At June 30,
2008, approximately 69% of our total loans are in the New York metropolitan area. Additionally,
the states of Virginia, Illinois, Maryland, Massachusetts and Michigan accounted for 6%, 5%, 5%, 3%
and 2%, respectively of total loans. The remaining 10% of the loan portfolio is secured by real
estate primarily in the Northeast quadrant of the United States. Based on the composition of our
loan portfolio and the growth in our loan portfolio, we believe the primary risks inherent in our
portfolio are increases in interest rates, a decline in the economy, generally, and a decline in
real estate market values. Any one or a combination of these events may adversely affect our loan
portfolio resulting in increased delinquencies, loan losses and future levels of loan loss
provisions. We consider these trends in market conditions in determining the allowance for loan
losses. We consider it important to maintain the ratio of our allowance for loan losses to total
loans at a level of probable and estimable losses given current economic conditions, interest rates
and the composition of our portfolio.
Due to the nature of our loan portfolio, our evaluation of the adequacy of our allowance for loan
losses is performed primarily on a pooled basis. Each month we categorize the entire loan
portfolio by certain risk characteristics such as loan type (one- to four-family, multi-family,
commercial, construction, etc.), loan source (originated or purchased) and payment status (i.e.,
current or number of days delinquent). Loans with known potential losses are categorized
separately. We assign potential loss factors to the payment status categories on the basis of our
assessment of the potential risk inherent in each loan type. These factors are periodically
reviewed for appropriateness giving consideration to charge-off history, delinquency trends,
portfolio growth and the status of the regional economy and housing market, in order to ascertain
that the loss factors cover probable and estimable losses inherent in the portfolio. We use this
analysis, as a tool, together with principal balances and delinquency reports, to evaluate the
adequacy of the allowance for loan losses. Other key factors we consider in this process are
current real estate market conditions in geographic areas where our loans are located, changes in
the trend of non-performing loans, the results of our foreclosed property transactions, the current
state of the local and national economy, changes in interest rates and loan portfolio growth. Any
one or a combination of these events may adversely affect our loan portfolio resulting in increased
delinquencies, loan losses and future levels of provisions.
We maintain the allowance for loan losses through provisions for loan losses that we charge to
income. We charge losses on loans against the allowance for loan losses when we believe the
collection of loan
Page 36
principal is unlikely. We establish the provision for loan losses after
considering the results of our review of delinquency and charge-off trends, the allowance for loan
loss analysis, the amount of the allowance for loan losses in relation to the total loan balance,
loan portfolio growth, U.S. generally accepted accounting principles and regulatory guidance. We
apply this process and methodology in a consistent manner and we reassess and modify the estimation
methods and assumptions used in response to changing conditions. Such changes, if any, are
approved by our Asset Quality Committee each quarter.
Hudson City defines the population of potential impaired loans to be all non-accrual construction,
commercial real estate and multi-family loans. Impaired loans are individually assessed to
determine that the loans carrying value is not in excess of the fair value of the collateral or
the present value of the loans expected future cash flows. Smaller balance homogeneous loans that
are collectively evaluated for impairment, such as residential mortgage loans and consumer loans,
are specifically excluded from the impaired loan analysis.
We believe that we have established and maintained the allowance for loan losses at adequate
levels. Additions may be necessary if future economic and other conditions differ substantially
from the current operating environment. Although management uses the best information available,
the level of the allowance for loan losses remains an estimate that is subject to significant
judgment and short-term change.
Stock-Based Compensation
We recognize the cost of employee services received in exchange for awards of equity instruments
based on the grant-date fair value for all awards granted, modified, repurchased or cancelled after
January 1, 2006 and for the portion of outstanding awards for which the requisite service was not
rendered as of January 1, 2006, in accordance with SFAS No. 123(R). We granted performance-based
stock options in 2006, 2007 and 2008 that vest if certain financial performance measures are met.
In accordance with SFAS No. 123(R), we assess the probability of achieving these financial
performance measures and recognize the cost of these performance-based grants if it is probable
that the financial performance measures will be met. This probability assessment is subjective in
nature and may change over the assessment period for the performance measures.
We estimate the per share fair value of option grants on the date of grant using the Black-Scholes
option pricing model using assumptions for the expected dividend yield, expected stock price
volatility, risk-free interest rate and expected option term. These assumptions are based on our
analysis of our historical option exercise experience and our judgments regarding future option
exercise experience and market conditions. These assumptions are subjective in nature, involve
uncertainties and, therefore, cannot be determined with precision. The Black-Scholes option pricing
model also contains certain inherent limitations when applied to options that are not traded on
public markets.
The per share fair value of options is highly sensitive to changes in assumptions. In general, the
per share fair value of options will move in the same direction as changes in the expected stock
price volatility, risk-free interest rate and expected option term, and in the opposite direction
of changes in the expected dividend yield. For example, the per share fair value of options will
generally increase as expected stock price volatility increases, risk-free interest rate increases,
expected option term increases and expected dividend yield decreases. The use of different
assumptions or different option pricing models could result in materially different per share fair
values of options.
Page 37
Pension and Other Postretirement Benefit Assumptions
Non-contributory retirement and post-retirement defined benefit plans are maintained for certain
employees, including retired employees hired on or before July 31, 2005 who have met other
eligibility requirements of the plans. We adopted SFAS No. 158, Employers Accounting for Defined
Benefit Pension and Other Postretirement Plans An Amendment of FASB Statements No. 87, 88, 106,
and 132R as of December 31, 2006. This statement requires an employer to: (a) recognize in its
statement of financial condition an asset for a plans overfunded status or a liability for a
plans underfunded status; (b) measure a plans assets and its obligations that determine its
funded status as of the end of the employers fiscal year; and (c) recognize, in comprehensive
income, changes in the funded status of a defined benefit postretirement plan in the year in which
the changes occur. The requirement to measure plan assets and benefit obligations as of the date
of the employers fiscal year-end statement of financial condition will be
effective for the Company as of December 31, 2008. The Companys measurement date will not change
at this effective date.
We provide our actuary with certain rate assumptions used in measuring our benefit obligation. We
monitor these rates in relation to the current market interest rate environment and update our
actuarial analysis accordingly. The most significant of these is the discount rate used to
calculate the period-end present value of the benefit obligations, and the expense to be included
in the following years financial statements. A lower discount rate will result in a higher benefit
obligation and expense, while a higher discount rate will result in a lower benefit obligation and
expense. The discount rate assumption was determined based on a cash flow-yield curve model
specific to our pension and post-retirement plans. We compare this rate to certain market indices,
such as long-term treasury bonds, or the Moodys or Merrill Lynch bond indices, for reasonableness.
A discount rate of 6.00% was selected for the December 31, 2007 measurement date and the 2008
expense calculation.
For our pension plan, we also assumed a rate of salary increase of 4.25% for future periods. This
rate is comparable to actual salary increases experienced over prior years. We assumed a return on
plan assets of 8.25% for future periods. We actuarially determine the return on plan assets based
on actual plan experience over the previous ten years. The actual return on plan assets was 6.01%
for 2007.
For our post-retirement benefit plan, the assumed health care cost trend rate used to measure the
expected cost of other benefits for 2007 was 8.50%. The rate was assumed to decrease gradually to
4.75% for 2013 and remain at that level thereafter. Changes to the assumed health care cost trend
rate are expected to have an immaterial impact as we capped our obligations to contribute to the
premium cost of coverage to the post-retirement health benefit plan at the 2007 premium level.
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
Quantitative and qualitative disclosure about market risk is presented as of December 31, 2007 in
Hudson City Bancorps Annual Report on Form 10-K. The following is an update of the discussion
provided therein.
General
As a financial institution, our primary component of market risk is interest rate volatility. Our
net income is primarily based on net interest income, and fluctuations in interest rates will
ultimately impact the level of both income and expense recorded on a large portion of our assets
and liabilities. Fluctuations in interest rates will also affect the market value of all
interest-earning assets, other than those that possess a short term to maturity.
Page 38
The difference between rates on the yield curve, or the shape of the yield curve, impacts our net
interest income. During the 12-month period ended June 30, 2008, short-term interest rates
decreased at a faster pace than intermediate and long-term market interest rates resulting in a
more positively-sloped yield curve. Due to our investment and financing decisions, the more
positive the slope of the yield curve the more favorable the environment is for our ability to
generate net interest income. Our interest-bearing liabilities generally reflect movements in
short- and intermediate-term rates, while our interest-earning assets, a majority of which have
initial terms to maturity or repricing greater than one year, generally reflect movements in
intermediate- and long-term interest rates. A positive slope of the yield curve allows us to invest
in interest-earning assets at a wider spread to the cost of interest-bearing liabilities.
The impact of interest rate changes on our interest income is generally felt in later periods than
the impact on our interest expense due to differences in the timing of the recognition of items on
our balance sheet. The timing of the recognition of interest-earning assets on our balance sheet
generally lags the current market rates by 60 to 90 days due to the normal time period between
commitment and settlement dates. In contrast, the recognition of interest-bearing liabilities on
our balance sheet generally reflects current market interest rates as we generally fund purchases
at the time of settlement. During a period of decreasing short-term interest rates, as was
experienced during these past 12 months, this timing difference had a positive impact on our net
interest income as our interest-bearing liabilities reset to the current lower interest rates.
Also impacting our net interest income and net interest rate spread is the level of prepayment
activity on our interest-sensitive assets. The actual amount of time before mortgage loans and
mortgage-backed securities are repaid can be significantly impacted by changes in market interest
rates and mortgage prepayment rates. Mortgage prepayment rates will vary due to a number of
factors, including the regional economy in the area where the underlying mortgages were originated,
availability of credit, seasonal factors, demographic variables and the assumability of the
underlying mortgages. However, the major factors affecting prepayment rates are prevailing interest
rates, related mortgage refinancing opportunities and competition. Generally, the level of
prepayment activity directly affects the yield earned on those assets, as the payments received on
the interest-earning assets will be reinvested at the prevailing market interest rate. Prepayment
rates are generally inversely related to the prevailing market interest rate, thus, as market
interest rates increase, prepayment rates tend to decrease. Prepayment rates on our
mortgage-related assets have been relatively stable during the first six months of 2008 despite the
decreases in market interest rates. We believe the lack of acceleration of the prepayment rate on
these assets reflected the limited availability of credit during this time.
Calls of investment securities and borrowed funds are also impacted by the level of market interest
rates. The level of calls of investment securities are generally inversely related to the
prevailing market interest rate, meaning as rates decrease the likelihood of a security being
called would increase. The level of call activity generally affects the yield earned on these
assets, as the payment received on the security would be reinvested at the prevailing lower market
interest rate. During the first three months of 2008 we saw an increase in call activity on our
investment securities as market interest rates decreased. This call activity decreased in the
second quarter of 2008 as rates began to stabilize and substantially all of the securities held by
us were not callable during this time period. The securities purchased during the first quarter of
2008 to replace those securities that were called were reinvested at similar interest rates by
purchasing securities with longer maturities and initial non-call periods.
The likelihood of a borrowing being called is directly related to the current market interest
rates, meaning the higher that interest rates move, the more likely the borrowing would be called.
The level of call
Page 39
activity generally affects the cost of our borrowed funds, as the call of a
borrowing would generally necessitate the re-borrowing of the funds at the higher current market
interest rate. During the first six months of 2008 we experienced limited call activity due to the
decrease of market interest rates.
Simulation Model.
Hudson City Bancorp continues to monitor the impact of interest rate
volatility in the same manner as at December 31, 2007, utilizing simulation models as a means of
analyzing the impact of interest rate changes on our net interest income and net present value of
equity. We have not reported the minus 200 basis point interest rate shock scenarios in either of
our simulation model analyses, as we believe, given the current interest rate environment and
historical interest rate levels, the resulting information would not be meaningful.
Net Interest Income.
As a primary means of managing interest rate risk, we monitor the impact
of interest rate changes on our net interest income over the forward twelve-month period assuming a
simultaneous and parallel shift in the yield curve. This model does not purport to provide
estimates of net interest income over the next twelve-month period, but attempts to assess the
impact of a simultaneous and parallel interest rate change on our net interest income.
The following table reports the changes to our net interest income over various interest rate
change scenarios.
|
|
|
|
|
|
|
Change in
|
|
Percent Change in
|
Interest Rates
|
|
Net Interest Income
|
(Basis points)
|
|
|
|
|
|
200
|
|
|
|
(7.60
|
)%
|
|
100
|
|
|
|
(2.25
|
)
|
|
|
|
|
|
|
|
|
(100
|
)
|
|
|
0.57
|
|
The preceding table indicates that at June 30, 2008, in the event of a 200 basis point increase in
interest rates, we would expect to experience a 7.60% decrease in net interest income as compared
to an 11.01% decrease at December 31, 2007. This 7.60% decrease to net interest income reflects
the anticipated calls of borrowed funds and an increase in expense on our short-term time deposits
in the increasing interest rate environment scenario.
The preceding table also indicates that at June 30, 2008, in the event of a 100 basis point
decrease in interest rates, we would expect to experience a 0.57% increase in net interest income
as compared to a 0.74% decrease at December 31, 2007. This slight 0.57% increase to net interest
income reflects a decrease in interest expense on our short-term time deposits and non-maturity
deposits in the decreasing interest rate environment.
Present Value of Equity.
We also monitor our interest rate risk by monitoring changes in the
present value of equity in the different rate environments. The present value of equity is the
difference between the estimated fair value of interest rate-sensitive assets and liabilities in
the various rate shock scenarios. The changes in market value of assets and liabilities due to
changes in interest rates reflect the interest sensitivity of those assets and liabilities as their
values are derived from the characteristics of the asset or liability (i.e., fixed-rate,
adjustable-rate, caps, floors) relative to the current interest rate environment. For example, in a
rising interest rate environment the fair market value of a fixed-rate asset will decline, whereas
the fair market value of an adjustable-rate asset, depending on its repricing characteristics, may
not decline. Increases in the market value of assets will increase the present value of equity
whereas
Page 40
decreases in the market value of assets will decrease the present value of equity.
Conversely, increases in the market value of liabilities will decrease the present value of equity
whereas decreases in the market value of liabilities will increase the present value of equity.
The following table presents the estimated present value of equity over a range of interest rate
change scenarios at June 30, 2008. The present value ratio shown in the table is the present value
of equity as a percent of the present value of total assets in each of the different rate
environments.
|
|
|
|
|
|
|
|
|
|
|
Present Value of Equity
|
|
|
As Percent of Present
|
|
|
Value of Assets
|
Change in
|
|
Present
|
|
Basis Point
|
Interest Rates
|
|
Value Ratio
|
|
Change
|
|
(Basis points)
|
|
|
|
|
|
|
|
|
200
|
|
|
4.72
|
%
|
|
|
(366
|
)
|
100
|
|
|
7.00
|
|
|
|
(138
|
)
|
0
|
|
|
8.38
|
|
|
|
|
|
(100)
|
|
|
7.84
|
|
|
|
(54
|
)
|
In the 200 basis point increase scenario, the present value ratio was 4.72% at June 30 2008 as
compared to 6.55% at December 31, 2007. The change in the present value ratio was negative 366
basis points at June 30, 2008 as compared to a negative 290 basis points at December 31, 2007. The
decrease in the 200 basis point increase scenario of 366 basis points from the 8.38% present value
ratio in the base case scenario reflects the lower estimated fair value of our fixed-rate assets in
relation to the more constant estimated fair value of our short-term deposits and callable borrowed
funds.
In the 100 basis point decrease scenario, the present value ratio was 7.84% at June 30, 2008
compared to 8.10% at December 31, 2007. The change in the present value ratio was negative 54
basis points at June 30, 2008 as compared to a negative 135 basis points at December 31, 2007. The
decrease in the minus 100 basis point scenario of 54 basis points from the 8.38% present value
ratio in the base case scenario reflects an increase in the estimated fair value of our borrowed
funds due to their extension to maturity resulting in a lower present value of equity.
The methods we used in simulation modeling are inherently imprecise. This type of modeling requires
that we make assumptions that may not reflect the manner in which actual yields and costs respond
to changes in market interest rates. For example, we assume the composition of the interest
rate-sensitive assets and liabilities will remain constant over the period being measured and that
all interest rate shocks will be uniformly reflected across the yield curve, regardless of the
duration to maturity or repricing. The table assumes that we will take no action in response to the
changes in interest rates. In addition, prepayment estimates and other assumptions within the model
are subjective in nature, involve uncertainties, and, therefore, cannot be determined with
precision. Accordingly, although the previous two tables may provide an estimate of our interest
rate risk at a particular point in time, such measurements are not intended to and do not provide a
precise forecast of the effect of changes in interest rates on our net interest income or present
value of equity.
GAP Analysis.
The following table presents the amounts of our interest-earning assets and
interest-bearing liabilities outstanding at June 30, 2008, which we anticipate to reprice or mature
in each of the future time periods shown. Except for prepayment activity and non-maturity deposit
decay rates, we determined the amounts of assets and liabilities that reprice or mature during a
particular period in accordance with the earlier of the term to rate reset or the contractual
maturity of the asset or liability. For
Page 41
purposes of this table, assumptions used in decay rates and
prepayment activity are similar to those used in the preparation of our simulation model. Callable
investment securities and borrowed funds are reported at the anticipated call date, for those that
are callable within one year, or at their contractual maturity date. We reported $21.6 million of
investment securities at their anticipated call date. We did not
report any of our callable borrowed funds at their next call date. We have excluded non-accrual
mortgage loans of $111.6 million and non-accrual other loans of $971,000 from the table.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At June 30, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
More than
|
|
|
More than
|
|
|
|
|
|
|
|
|
|
|
|
|
|
More than
|
|
|
More than
|
|
|
two years
|
|
|
three years
|
|
|
|
|
|
|
|
|
|
Six months
|
|
|
six months
|
|
|
one year to
|
|
|
to three
|
|
|
to five
|
|
|
More than
|
|
|
|
|
|
|
or less
|
|
|
to one year
|
|
|
two years
|
|
|
years
|
|
|
years
|
|
|
five years
|
|
|
Total
|
|
|
|
(Dollars in thousands)
|
|
Interest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First mortgage loans
|
|
$
|
1,729,440
|
|
|
$
|
1,720,022
|
|
|
$
|
3,454,534
|
|
|
$
|
2,916,727
|
|
|
$
|
3,157,121
|
|
|
$
|
13,750,777
|
|
|
$
|
26,728,621
|
|
Consumer and other loans
|
|
|
97,964
|
|
|
|
2,910
|
|
|
|
11,086
|
|
|
|
5,027
|
|
|
|
16,409
|
|
|
|
255,176
|
|
|
|
388,572
|
|
Federal funds sold
|
|
|
56,957
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
56,957
|
|
Mortgage-backed securities
|
|
|
1,792,324
|
|
|
|
1,668,354
|
|
|
|
2,566,379
|
|
|
|
3,988,092
|
|
|
|
4,306,429
|
|
|
|
2,615,248
|
|
|
|
16,936,826
|
|
FHLB stock
|
|
|
809,320
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
809,320
|
|
Investment securities
|
|
|
7,205
|
|
|
|
21,625
|
|
|
|
2,300,005
|
|
|
|
100
|
|
|
|
922,396
|
|
|
|
107,507
|
|
|
|
3,358,838
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-earning assets
|
|
|
4,493,210
|
|
|
|
3,412,911
|
|
|
|
8,332,004
|
|
|
|
6,909,946
|
|
|
|
8,402,355
|
|
|
|
16,728,708
|
|
|
|
48,279,134
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Savings accounts
|
|
|
55,295
|
|
|
|
55,295
|
|
|
|
73,727
|
|
|
|
73,727
|
|
|
|
184,316
|
|
|
|
294,905
|
|
|
|
737,265
|
|
Interest-bearing demand accounts
|
|
|
158,523
|
|
|
|
158,523
|
|
|
|
236,176
|
|
|
|
236,176
|
|
|
|
404,349
|
|
|
|
423,649
|
|
|
|
1,617,396
|
|
Money market accounts
|
|
|
242,464
|
|
|
|
242,464
|
|
|
|
484,928
|
|
|
|
484,928
|
|
|
|
848,625
|
|
|
|
121,233
|
|
|
|
2,424,642
|
|
Time deposits
|
|
|
9,374,251
|
|
|
|
1,363,983
|
|
|
|
467,700
|
|
|
|
66,605
|
|
|
|
36,402
|
|
|
|
|
|
|
|
11,308,941
|
|
Borrowed funds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
500,000
|
|
|
|
400,000
|
|
|
|
26,575,000
|
|
|
|
27,475,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing liabilities
|
|
|
9,830,533
|
|
|
|
1,820,265
|
|
|
|
1,262,531
|
|
|
|
1,361,436
|
|
|
|
1,873,692
|
|
|
|
27,414,787
|
|
|
|
43,563,244
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate sensitivity gap
|
|
$
|
(5,337,323
|
)
|
|
$
|
1,592,646
|
|
|
$
|
7,069,473
|
|
|
$
|
5,548,510
|
|
|
$
|
6,528,663
|
|
|
$
|
(10,686,079
|
)
|
|
$
|
4,715,890
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative interest rate sensitivity gap
|
|
$
|
(5,337,323
|
)
|
|
$
|
(3,744,677
|
)
|
|
$
|
3,324,796
|
|
|
$
|
8,873,306
|
|
|
$
|
15,401,969
|
|
|
$
|
4,715,890
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative interest rate sensitivity gap
as a percent of total assets
|
|
|
(10.86
|
)%
|
|
|
(7.62
|
)%
|
|
|
6.76
|
%
|
|
|
18.05
|
%
|
|
|
31.33
|
%
|
|
|
9.59
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative interest-earning assets
as a percent of interest-bearing
liabilities
|
|
|
45.71
|
%
|
|
|
67.86
|
%
|
|
|
125.75
|
%
|
|
|
162.16
|
%
|
|
|
195.38
|
%
|
|
|
110.83
|
%
|
|
|
|
|
The cumulative one-year gap as a percent of total assets was negative 7.62% at June 30, 2008
compared with negative 6.53% at December 31, 2007. The higher negative cumulative one-year gap
primarily reflects the decrease in the amounts of callable agency securities we anticipate to be
called within the next twelve months.
Item 4. Controls and Procedures
Ronald E. Hermance, Jr., our Chairman, President and Chief Executive Officer, and James C. Kranz,
our Executive Vice President and Chief Financial Officer, conducted an evaluation of the
effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934, as amended) as of June 30, 2008. Based upon their
evaluation, they each found that our disclosure controls and procedures were effective to ensure
that information required to be
disclosed in the reports that we file and submit under the Exchange Act was recorded, processed,
summarized and reported as and when required and that such information was accumulated and
Page 42
communicated to our management as appropriate to allow timely decisions regarding required
disclosures.
There was no change in our internal control over financial reporting that occurred during the
period covered by this report that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
PART II OTHER INFORMATION
Item 1. Legal Proceedings
We are not involved in any pending legal proceedings other than routine legal proceedings occurring
in the ordinary course of business. We believe that these routine legal proceedings, in the
aggregate, are immaterial to our financial condition and results of operations.
Item 1A. Risk Factors
For a summary of risk factors relevant to our operations, please see Part I, Item 1A in our 2007
Annual Report on Form 10-K. There has been no material change in risk factors since December 31,
2007.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table reports information regarding repurchases of our common stock during the second
quarter of 2008 and the stock repurchase plans approved by our Board of Directors.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum
|
|
|
|
|
|
|
|
|
|
|
|
Total Number of
|
|
|
Number of Shares
|
|
|
|
Total
|
|
|
|
|
|
|
Shares Purchased
|
|
|
that May Yet Be
|
|
|
|
Number of
|
|
|
Average
|
|
|
as Part of Publicly
|
|
|
Purchased Under
|
|
|
|
Shares
|
|
|
Price Paid
|
|
|
Announced Plans
|
|
|
the Plans or
|
|
Period
|
|
Purchased
|
|
|
per Share
|
|
|
or Programs
|
|
|
Programs (1)
|
|
|
April 1-April 30, 2008
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
54,973,550
|
|
May 1-May 31, 2008
|
|
|
24,262
|
(2)
|
|
|
18.84
|
|
|
|
|
|
|
|
54,973,550
|
|
June 1-June 30, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
54,973,550
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
24,262
|
|
|
|
18.84
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
On June 20, 2006, Hudson City Bancorp announced
the adoption of its seventh Stock Repurchase Program, which
authorized the repurchase of up to 56,975,000 shares of common stock. This program has no expiration date and has 3,573,550 shares yet to be purchased as of June 30, 2008. On July 25, 2007, Hudson City Bancorp announced the adoption of its eighth Stock Repurchase Program, which authorized the repurchase of up to 51,400,000 shares of common stock. This program has no expiration date and no shares have been purcahsed pursuant to this program.
|
|
(2)
|
|
This purchase reflects the surrender of vesting RRP awards to satisfy withholding requirements.
|
Item 3. Defaults Upon Senior Securities
Not applicable.
Page 43
Item 4. Submission of Matters to a Vote of Security Holders
On April 22, 2008, the annual meeting of stockholders of Hudson City Bancorp, Inc. was held to
consider and vote on certain matters.
Proposal
1
The election of three directors for terms of three years each.
Votes cast for Ronald E. Hermance, Jr.:
|
|
|
|
|
|
|
|
|
For:
|
|
|
423,614,658
|
|
|
|
Withheld:
|
|
|
19,384,083
|
|
Votes cast for William G. Bardel:
|
|
|
|
|
|
|
|
|
For:
|
|
|
429,809,554
|
|
|
|
Withheld:
|
|
|
13,189,187
|
|
Votes cast for Scott A. Belair:
|
|
|
|
|
|
|
|
|
For:
|
|
|
429,870,322
|
|
|
|
Withheld:
|
|
|
13,128,419
|
|
There were no broker held non-voted shares represented at the meeting with respect to this
matter.
Proposal 2
The ratification of the appointment of KPMG LLP as Hudson City
Bancorps independent registered public accounting firm for the fiscal year ending December
31, 2008.
|
|
|
|
|
|
|
|
|
For:
|
|
|
423,781,369
|
|
|
|
Against:
|
|
|
8,559,782
|
|
|
|
Abstain:
|
|
|
10,657,590
|
|
There were no broker held non-voted shares represented at the meeting with respect to this
matter.
Item 5. Other Information
Not applicable.
Page 44
Item 6.
Exhibits
|
|
|
Exhibit Number
|
|
Exhibit
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer
|
|
|
|
32.1
|
|
Written Statement of Chief Executive Officer and
Chief Financial Officer furnished pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002,
18 U.S.C. Section 1350. *
|
|
|
|
*
|
|
Pursuant to SEC rules, this exhibit will not be deemed filed for purposes of Section 18
of the Exchange Act or otherwise subject to the liability of that section.
|
Page 45
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 thereunto duly authorized.
|
|
|
|
|
|
Hudson City Bancorp, Inc.
|
|
Date: August 8, 2008
|
By:
|
/s/ Ronald E. Hermance, Jr.
|
|
|
|
Ronald E. Hermance, Jr.
|
|
|
|
Chairman, President and
Chief Executive Officer
(Principal Executive Officer)
|
|
|
Date: August 8, 2008
|
By:
|
/s/ James C. Kranz
|
|
|
|
James C. Kranz
|
|
|
|
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
|
|
Page 46
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