UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
11-K/A
ANNUAL REPORT UNDER SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
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þ
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Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934
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For the fiscal year ended:
December 31, 2008
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o
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Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934
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For the transition period from
to
Commission File Number: 0-26001
A.
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Full title of plan and the address of the plan, if different from that of the issuer named
below:
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Profit Incentive Bonus Plan of
Hudson City Savings Bank
B.
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Name of issuer of the securities held pursuant to the plan and the address of its principal
executive office:
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Hudson City Bancorp, Inc.
West 80 Century Road
Paramus, NJ 07652
Explanatory Note
Hudson City Bancorp, Inc. is filing this amendment on Form 11-K/A solely to correct typographical
errors in Notes 9 and 12 to the financial statements included in the Annual Report on Form 11-K for
the Profit Incentive Bonus Plan of Hudson City Savings Bank for the fiscal year ended December 31,
2008 (the Original 2008 Form 11-K), filed with the SEC on June 26, 2009.
In Note 9 to the financial statements, a table on page 13 of the Original 2008 Form 11-K
incorrectly reported the fair value of the Morgan Stanley Stable Value Fund Class A as $8,829,803.
The correct fair value is $7,437,343. In the same table, the total of Assets Measured at Fair
Value at 12/31/08 was reported as $74,965,795 and has been corrected to be $73,573,335. In Note 12
to the financial statements, a table on page 14 of the Original 2008 Form 11-K incorrectly reported
Total investment income per the financial statements as $2,365,290 and has been corrected to be
$2,393,582. The Adjustment from fair value to contract value for fully
benefit-responsive investment contracts of $(1,392,460) has been
corrected to $(1,341,795). In the same table, the amount for Total investment income per the Form 5500 was
incorrectly reported as $972,830 and has been corrected to be
$1,051,787.
This Form 11-K/A corrects these typographical errors. No other information in the Original 2008
Form 11-K is being amended.
REQUIRED INFORMATION
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Page
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FINANCIAL STATEMENTS
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3
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4
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5
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6
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15
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17
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18
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Consent of Independent
Registered Public
Accounting Firm
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EX-23.1
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Profit Incentive Bonus Plan of
Hudson City Savings Bank
Financial Statements and Schedules
At December 31, 2008 and 2007 and
for the years ended December 31, 2008 and 2007
(With Report of Independent Registered Public Accounting Firm Thereon)
Page 2
Report of Independent Registered Public Accounting Firm
The Board of Directors
Hudson City Bancorp, Inc.:
We have audited the accompanying statements of net assets available for benefits of the Profit
Incentive Bonus Plan of Hudson City Savings Bank (the Plan) as of December 31, 2008 and 2007, and
the related statements of changes in net assets available for benefits for the years then ended.
These financial statements are the responsibility of the Plans management. Our responsibility is
to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the net assets available for benefits of the Profit Incentive Bonus Plan of Hudson City
Savings Bank as of December 31, 2008 and 2007, and the changes in net assets available for benefits
for the years then ended, in conformity with U.S. generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic financial statements
taken as a whole. The supplemental Schedule H, Line 4i Schedule of Assets (Held at End of Year)
as of December 31, 2008 is presented for the purpose of additional analysis and is not a required
part of the basic financial statements, but is supplementary information required by the Department
of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the responsibility of the Plans management.
The supplemental schedule has been subjected to the auditing procedures applied in the audit of the
basic financial statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
/s/ KPMG LLP
Short Hills, New Jersey
June 26, 2009
Page 3
PROFIT INCENTIVE BONUS PLAN OF
HUDSON CITY SAVINGS BANK
Statements of Net Assets
Available for Benefits
December 31, 2008 and 2007
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December 31,
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December 31,
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2008
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2007
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Investments, at fair value:
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Investments in mutual funds (note 9)
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$
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10,329,776
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$
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13,457,041
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Morgan Stanley Stable Value Fund Class A
(notes 9 and 10)
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7,437,343
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4,735,082
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Investment in Hudson City Bancorp, Inc.
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Common Stock Fund (note 9)
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55,167,818
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56,318,873
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72,934,937
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74,510,996
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Receivables:
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Employer contribution receivable
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498,561
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566,354
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Participant loans receivable (notes 7 and 9)
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638,398
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604,689
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Interest receivable
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5,576
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9,198
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1,142,535
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1,180,241
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Payables:
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Fee payable
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(2,361
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(2,290
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Net assets available for benefits at fair value
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74,075,111
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75,688,947
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Adjustment from fair value to contract value
for fully benefit-responsive investment
contracts
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1,392,460
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50,665
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Net assets available for benefits
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$
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75,467,571
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$
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75,739,612
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See accompanying notes to financial statements.
Page 4
PROFIT INCENTIVE BONUS PLAN OF
HUDSON CITY SAVINGS BANK
Statements of Changes in Net Assets
Available for Benefits
Years Ended December 31, 2008 and 2007
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December 31,
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December 31,
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2008
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2007
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Contributions:
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Employer contributions
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$
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498,561
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$
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566,354
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Employee contributions
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1,616,304
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1,532,819
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Rollovers
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330,987
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2,106,132
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Total contributions
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2,445,852
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4,205,305
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Investment income:
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Interest
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121,440
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144,243
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Dividends
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2,226,734
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2,305,196
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Net appreciation of investments (note 9)
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45,408
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3,470,659
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Total investment income
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2,393,582
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5,920,098
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Contributions and investment income
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4,839,434
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10,125,403
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Participant benefits
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(5,076,357
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(5,041,546
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Administrative expenses (note 6)
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(35,118
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(30,784
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(Decrease) increase in net assets available
for benefits
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(272,041
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5,053,073
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Net assets available for benefits:
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Beginning of period
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75,739,612
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70,686,539
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End of period
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$
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75,467,571
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$
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75,739,612
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See accompanying notes to financial statements.
Page 5
PROFIT INCENTIVE BONUS PLAN OF
HUDSON CITY SAVINGS BANK
Notes to Financial Statements
December 31, 2008 and 2007
(1)
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Summary of Significant Accounting Policies
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(a)
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Basis of Presentation
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The accompanying financial statements of the Profit Incentive Bonus Plan of Hudson
City Savings Bank (the Plan) have been prepared on the accrual basis of accounting
and present the net assets available for benefits and the changes in those net
assets. Certain reclassifications have been made to prior year
amounts to conform to the current year presentation.
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(b)
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Recent Accounting Pronouncement
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On January 1, 2008, the Plan adopted Financial Accounting Standards Board (FASB)
Statement (SFAS) No. 157,
Fair Value Measurements
, which defines fair value,
establishes a framework for measuring fair value, and expands disclosure about fair
value measurements. This pronouncement did not require any new fair value
measurements. In February 2008, the FASB issued FASB Staff Position (FSP) No. FAS
157-2,
Effective Date of FASB Statement No. 157
(FSP FAS 157-2), which defers the
effective date of SFAS No. 157 for one year for non-financial assets and
non-financial liabilities that are not disclosed at fair value in the financial
statements on a recurring basis. The FSP did not defer the recognition and disclosure
requirement for financial or non-financial assets and liabilities that are measured
at least annually. In February 2008, the Plan adopted FSP FAS 157-2. In October
2008, the FASB issued FSP No. 157-3,
Determining the Fair Value of a Financial Asset
in a Market That Is Not Active
(FSP FAS 157-3). FSP FAS 157-3 was effective upon
issuance, and applies to periods for which financial statements have not been issued.
The guidance set forth in this FSP clarifies various application issues with respect
to the objective of a fair value measurement, distressed transactions, relevance of
observable data, and the use of managements assumptions. The effect of the adoption
of SFAS No. 157, FSP FAS 157-2, and FSP FAS 157-3 did not have a material effect on
the financial position of the Plan or the changes in net assets.
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In April 2009, the FASB issued FSP FAS 157-4,
Determining Fair Value When the Volume
and Level of Activity for the Asset or Liability Have Significantly Decreased and
Identifying Transactions That Are Not Orderly
(FSP FAS 157-4). Under FSP
FAS 157-4,
if the reporting entity has determined that the volume and level market activity has
significantly decreased and transactions are not orderly, further analysis is
required and adjustments to the quoted prices or transactions might be needed. FSP
FAS 157-4 is effective for interim and annual reporting periods ending after June 15,
2009. We are currently evaluating the impact
FAS
FSP 157-4 will have on the Plans
financial statements.
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On January 1, 2007, the Plan adopted FASB Interpretation
(FIN) No. 48,
Accounting for
Uncertainty in Income Taxes
. FIN 48 provides guidance for how uncertain tax positions
should be recognized, measured, presented and disclosed in the financial statements.
FIN 48 requires evaluation of tax positions taken or expected to be taken to
determine whether
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Page 6
PROFIT INCENTIVE BONUS PLAN OF
HUDSON CITY SAVINGS BANK
Notes to Financial Statements
December 31, 2008 and 2007
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the tax positions will more likely than not be sustained by the
applicable tax authority. The adoption did not have an effect on the financial
position of the Plan or the changes in net assets.
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(c)
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Fair Value Measurement of Investments
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Fair value is defined as the exchange price that would be received for an asset or
paid to transfer a liability (an exit price) in the principal or most advantageous
market for the asset or liability in an orderly transaction between market
participants on the measurement date. SFAS No. 157 establishes a fair value
hierarchy, which requires an entity to maximize the use of observable inputs and
minimize the use of unobservable inputs when measuring fair value. The standard
describes three levels of inputs that may be used to measure fair value:
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Level 1: Quoted prices in active markets for identical assets or liabilities.
Level 2: Observable inputs other than Level 1 prices such as quoted prices or
similar assets or liabilities; quoted prices in markets that are not active;
or inputs that are observable or corroborated by observable market data for
substantially the full term of the asset or liability.
Level 3: Unobservable inputs supported by little or no market activity and
that reflect the reporting entitys own assumptions about the exit price,
including assumptions that market participants would use in pricing the asset
or liability.
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An asset or liabilitys classification within the fair value hierarchy is based on
the lowest level of significant input to its valuation.
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Fair value estimates are made at a specific point in time, based on available market
information and other observable inputs. In some cases, the fair value estimates
cannot be substantiated by comparison to independent markets. In addition, the
disclosed fair value may not be realized in the immediate settlement of the financial
asset and these values do not represent any premium or discount that could result
from offering for sale at one time an entire holding of a particular financial asset.
Potential taxes and other expenses that would be incurred in an actual sale or
settlement are not reflected in the amounts disclosed.
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(d)
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Investment Valuation and Income Recognition
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The Plans mutual fund investments are stated at fair value based on the quoted
market prices in an active market for identical assets. The investment in Hudson
City Bancorp, Inc. (Bancorp) common stock fund is comprised of the Bancorp common
stock and cash, and is valued at estimated fair value, which is determined based on
the unit value of the fund. The unit value of the fund is determined by Fidelity
Management Trust Company (the Trustee), which is sponsoring the fund by dividing the
funds net assets at fair value by its units outstanding at the valuation date.
Securities transactions are recognized on the
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Page 7
PROFIT INCENTIVE BONUS PLAN OF
HUDSON CITY SAVINGS BANK
Notes to Financial Statements
December 31, 2008 and 2007
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trade date (the date the order to buy
or sell is executed). Participant loans receivable are carried at amortized cost,
which does not differ materially from the fair value as determined by using a
discounted cash flow model considering current market rates of interest. Dividend
income is recorded on the ex-dividend date. Interest income is recognized as earned.
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As described in FSP AAG INV-1 and Statement of Position No. 94-4-1,
Reporting of
Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies
Subject to the AICPA Investment Company Guide and Defined-Contribution Health and
Welfare and Pension Plans
, investment contracts held by a defined contribution plan
are required to be reported at fair value. The Plans investment in the Morgan
Stanley Stable Value Fund is deemed to be fully benefit-responsive. As required by
this FSP, the statements of
net assets available for benefits presents the fair value as well as the amount
necessary to adjust fair value to contract value. The fair value of fully
benefit-responsive investment contracts is calculated using a discounted cash flow
model which considers recent fee bids as determined by recognized dealers, discount
rate and the duration of the underlying portfolio securities. The contract value
represents contributions plus earnings, less participant withdrawals and
administrative expenses.
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(e)
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Concentration of Risk
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The assets of the Plan are primarily financial instruments, which are monetary in
nature. As a result, interest rates have a more significant impact on the Plans
performance than the effects of general levels of inflation. Interest rates do not
necessarily move in the same direction or in the same magnitude as the prices of
goods and services as measured by the consumer price index. Investments in funds are
subject to risk conditions of the individual mutual fund objectives, stock market,
interest rates, economic conditions, and world affairs. Due to the level of risk
associated with certain investment securities, it is at least reasonably possible
that changes in values of investment securities will occur in the near term and that
such changes could materially affect participants account balances and the amounts
reported in the statement of net assets available for plan benefits.
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Recent market conditions have resulted in an unusually high degree of volatility and
increased the risks and short-term liquidity associated with certain investments held
by the Plan, which could impact the value of investments after the date of these
financial statements.
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(f)
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Payments of Benefits
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Benefits are recorded when paid.
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Page 8
PROFIT INCENTIVE BONUS PLAN OF
HUDSON CITY SAVINGS BANK
Notes to Financial Statements
December 31, 2008 and 2007
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(g)
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Use of Estimates
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In preparing the plan financial statements in conformity with U.S. generally accepted
accounting principles, estimates and assumptions have been made relating to the
reporting of assets and liabilities and changes therein, and the disclosure of
contingent assets and liabilities at the date of the financial statements. Actual
results could differ from those estimates.
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(2)
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Description of Plan
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The following plan information provides only a general description of the Plans provisions.
The Summary Plan Description or Plan Document should be referred to for a more complete
description of the Plans provisions.
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(a)
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General
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The Plan is a participant-directed, defined contribution profit-sharing plan
sponsored by Hudson City Savings Bank (the Bank) under the provisions of Section
401(a) of the
Internal Revenue Code (the IRC), which includes a qualified cash or deferred
arrangement as described in Section 401(k) of the IRC, for the benefit of eligible
employees of the Bank. It is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA).
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A full-time employee becomes eligible to participate on the first of the month
following the first anniversary of his or her employment if he or she is at least 21
years old. A part-time employee becomes eligible to participate upon attaining the
minimum age of 21, is employed a minimum of one year, and meets the eligibility rule
of 1,000 work hours in one anniversary year, as defined.
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The Plan maintains an account for each participant. Participants can elect to receive
the Banks profit-sharing contribution in cash and/or defer it into the Plan. Each
participant is fully vested in participant contributions. Non-elective employer
contributions vest at the rate of 20% per year until fully vested after six years.
The benefit to which a participant is entitled is the benefit that can be provided
from the participants vested account balances.
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Forfeitures are applied to reduce the Plans administrative expenses. At December 31,
2008 and 2007, there were $70 and $1,239, respectively, of forfeitures that could
have been applied to reduce the Plans administrative expenses.
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Each participants account is credited with the respective contribution and an
allocation of plan earnings and charged with an allocation of administrative
expenses. Allocations are based on participant earnings or account balances, as
defined.
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Page 9
PROFIT INCENTIVE BONUS PLAN OF
HUDSON CITY SAVINGS BANK
Notes to Financial Statements
December 31, 2008 and 2007
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(b)
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Administration
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The Human Resources and Benefits Committee, as appointed by the Board of Directors of
the Plan Sponsor, is responsible for administering the Plan operations. The
Committee is named fiduciary, which has the authority to control and manage the
operation and administration of the Plan. In addition, they have authority over the
Plans investments.
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(c)
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Contributions
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Participants are eligible to make personal contributions to the Plan. The amount
contributed may not exceed 60% of compensation for the payroll period, as defined,
subject to certain limitations. Total pre-tax contributions may not exceed the
Internal Revenue Service annual limit which was $15,500 for both 2008 and 2007.
Participants age 50 or over may contribute an additional tax-deferred contribution
subject to an annual limit of $5,000 for 2008 and 2007.
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The Bank may allow Participants to enter into a special contribution agreement to
make contributions up to 100% of cash bonuses paid on a uniform and
non-discriminatory basis that are made for such participants during the Plan Year.
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Participants in the Plan may designate the funds into which their contribution shall
be invested. A participant may transfer a portion of his or her account balance among
the funds as outlined in the Plan.
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Participants may make rollover contributions to the Plan, which represent
distributions from a qualified IRA or other qualified plan. For the year ended
December 31, 2007, rollovers included $2,074,246 from the former employees of Sound
Federal Bancorp, which was acquired by the Bancorp in 2006, who are now employees of
the Bank.
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(d)
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Investment Elections
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Each participant may direct his or her account into one or more of 21 investment
options offered by the Plan or in the Hudson City common stock fund, a self-directed
investment option. The Plan allows participants to change their investment election
at any time unless restrictions are placed on a specific fund by the investment
manager. In addition, the Plan allows participants to change his or her contribution
percentage at any time.
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(e)
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Benefit Payments
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Under the terms of the agreement with the Bank, participants and/or beneficiaries are
eligible for payments following termination of employment for any reason, including
death or disability. These payments can be made either in a lump-sum distribution or
in level annual installments over a period not to exceed 15 years. If the vested
balance of a participants account balance is $5,000 or less, payment will be made in
a lump-sum
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Page 10
PROFIT INCENTIVE BONUS PLAN OF
HUDSON CITY SAVINGS BANK
Notes to Financial Statements
December 31, 2008 and 2007
distribution. Subject to such terms and conditions as may be established
from time to time by the Plan Administrator, participants may elect to receive shares
of Hudson City Bancorp, Inc. common stock. Participants may receive either the entire
portion of their interest in the Employer Stock Fund in shares of Hudson City
Bancorp, Inc. common stock or part in shares and part in cash. The maximum number of
shares of Hudson City Bancorp, Inc. stock that they may receive will be the number of
whole shares attributable to their interest in the Employer Stock Fund. Any remaining
amount distributed will be paid in cash.
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(f)
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Withdrawals
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|
|
|
|
During employment, a participant may make withdrawals of all or certain portions of
his or her vested account balance, subject to certain restrictions as set forth in
the Plan Document. Certain withdrawals, such as hardship withdrawals, preclude the
participant from making further contributions or withdrawals under the Plan for six
months after the receipt of the distribution.
|
(3)
|
|
Changes in the Plan
|
|
|
|
The Plan was amended, effective January 15, 2008, to add the Fidelity Advisor Freedom Funds
to the investment options of the Plan.
|
|
(4)
|
|
Federal Income Taxes
|
|
|
|
The Plan has adopted an approved prototype plan, which received an Internal Revenue Service
(IRS) determination letter dated October 9, 2003, which stated that the Plan and its
underlying trust qualify under the applicable provisions of the IRC, and therefore are exempt from federal taxes. The Plan has been amended since
receiving the determination letter. However, the Plan Administrator and the Plans tax
counsel believe that the Plan is designed and operated in compliance with the applicable
requirements of the IRC.
|
|
(5)
|
|
Plan Termination
|
|
|
|
Although it has not expressed an intention to do so, the Bank has the right under the Plan
to discontinue its contributions at any time and to terminate the Plan subject to the
provisions of ERISA. In the event of plan termination, participants will become 100% vested
in their accounts.
|
|
(6)
|
|
Plan Expenses
|
|
|
|
Plan fees and expenses, including fees and expenses incurred in providing administrative
services by external service providers, are paid from Plan assets. Expenses paid by the Plan
include recordkeeping and trustees fees. However, investment management and audit services
are paid by the Plan Sponsor.
|
Page 11
PROFIT INCENTIVE BONUS PLAN OF
HUDSON CITY SAVINGS BANK
Notes to Financial Statements
December 31, 2008 and 2007
(7)
|
|
Participant Loans Receivable
|
|
|
|
A participant, in case of need, may apply to the plan administrator for a loan in an amount
equal to or less than 50% of the vested account balance, from a minimum of $1,000 up to a
maximum of $50,000. The loans are secured by the participants account. The period of
repayment shall not exceed five years unless the loan is to be used in conjunction with the
purchase of the principal residence of the participant, in which case the period shall not
exceed ten years.
|
|
|
|
Interest is charged at a commercially reasonable rate, with all interest on loans being paid
back into the borrowers plan account. Principal and interest is paid ratably through
payroll deductions.
|
|
(8)
|
|
Related-Party Transactions
|
|
|
|
Certain Plan investments are shares of mutual funds managed by Fidelity Investment
International Operations Company, Inc. (Fidelity), an affiliate of the Trustee. Fidelity is
also the recordkeeper. In addition, the Plan invests in shares of common stock issued by
Hudson City Bancorp, Inc. Therefore, these transactions qualify as party-in-interest
transactions.
|
|
(9)
|
|
Investments
|
|
|
|
Individual investments in excess of 5% of the fair value of net assets available for
benefits at December 31, 2008 and 2007 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
2007
|
Hudson City Bancorp, Inc. Common Stock Fund
|
|
$
|
55,167,818
|
|
|
|
56,318,873
|
|
Morgan Stanley Stable Value Fund Class A
|
|
|
7,437,343
|
|
|
|
4,735,082
|
|
For the years ended December 31, 2008 and 2007, the Plans net appreciation/(depreciation) of
investments is as follows:
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
2007
|
|
Investments in mutual funds:
|
|
|
|
|
|
|
|
|
Net realized (losses) gains
|
|
$
|
(443,461
|
)
|
|
|
81,466
|
|
Change in net unrealized appreciation
|
|
|
(3,935,614
|
)
|
|
|
(512,273
|
)
|
Investment in Hudson City Bancorp, Inc. Common Stock Fund:
|
|
|
|
|
|
|
|
|
Net realized gains
|
|
|
7,846,431
|
|
|
|
3,558,269
|
|
Change in net unrealized appreciation
|
|
|
(3,421,948
|
)
|
|
|
343,197
|
|
|
|
|
|
|
|
|
|
|
$
|
45,408
|
|
|
|
3,470,659
|
|
|
|
|
|
|
|
|
The assets or liabilitys fair value measurement level within the fair value hierarchy is based on
the lowest level of any input that is significant to the fair value measurement. Valuation
techniques used need to maximize the use of observable inputs and minimize the used of unobservable
inputs.
|
Page 12
PROFIT INCENTIVE BONUS PLAN OF
HUDSON CITY SAVINGS BANK
Notes to Financial Statements
December 31, 2008 and 2007
The following table presents the Plans fair value hierarchy for those investments measured at fair
value at December 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Significant
|
|
|
|
|
|
|
Assets
|
|
|
Quoted Prices in
|
|
|
Other
|
|
|
Significant
|
|
|
|
Measured at
|
|
|
Active Markets for
|
|
|
Observable
|
|
|
Unobservable
|
|
|
|
Fair Value at
|
|
|
Identical Assets
|
|
|
Inputs
|
|
|
Inputs
|
|
Description
|
|
12/31/2008
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
Investments in mutual funds
|
|
$
|
10,329,776
|
|
|
|
10,329,776
|
|
|
|
|
|
|
|
|
|
Morgan Stanley Stable Value Fund Class A
|
|
|
7,437,343
|
|
|
|
|
|
|
|
7,437,343
|
|
|
|
|
|
Investments in Hudson City Bancorp, Inc.
|
|
|
55,167,818
|
|
|
|
55,167,818
|
|
|
|
|
|
|
|
|
|
Participant loans receivable
|
|
|
638,398
|
|
|
|
|
|
|
|
|
|
|
|
638,398
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
73,573,335
|
|
|
|
65,497,594
|
|
|
|
7,437,343
|
|
|
|
638,398
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table presents a reconciliation of Level 3 assets measured at fair value for the
period of January 1, 2008 to December 31, 2008:
|
|
|
|
|
Balance at beginning of year
|
|
$
|
604,689
|
|
Purchases, sales, issuances and settlements (net)
|
|
|
33,709
|
|
Transfer into level 3
|
|
|
|
|
|
|
|
|
Balance at end of year
|
|
$
|
638,398
|
|
|
|
|
|
The following is a description of the valuation methodologies used for assets measured at fair
value. There have been no changes in the methodologies used at December 31, 2008 and 2007.
Mutual funds:
valued at quoted market prices, which represent the net asset value of the securities
held in such funds.
Hudson City Bancorp, Inc. (HCBK Fund):
the HCBK Fund invests primarily in Hudson City Bancorp, Inc.
common stock, which is traded on the NASDAQ under the ticker symbol (HCBK) and is valued at its
quoted market price at the daily close of the NASDAQ. A small portion of HCBK Fund is in
interest-bearing cash.
Participant loans receivable:
stated at the outstanding principal balance plus accrued interest,
which does not differ materially from the fair value as determined by using a discounted cash flow
model considering current market rates.
Page 13
PROFIT INCENTIVE BONUS PLAN OF
HUDSON CITY SAVINGS BANK
Notes to Financial Statements
December 31, 2008 and 2007
(10) Morgan Stanley Stable Value Fund
The Plan invests the Morgan Stanley Stable Value Fund Class A (the Fund), a mutual fund that
invests primarily in fully benefit responsive investment contracts issued by insurance companies,
banks and other financial institutions, and other authorized instruments, which are benefit
responsive.
The Plans interest in the Fund is calculated by applying the Plans ownership percentage in the
Fund to the total fair value of the Fund. The underlying assets owned by the Fund consist
primarily of readily marketable fixed income securities with quoted market prices.
The interest crediting rate is determined quarterly and is calculated based upon many factors,
including current economic and market conditions, the general interest rate environment, and
purchases and redemptions by unit holders. There is no relationship between future crediting rates
and the adjustment to contract value reported in the statement of net assets available for
benefits.
The average market yield earned by the Fund for the years ended December 31, 2008 and 2007 was
4.24% and 6.24%, respectively. The average yield earned by the Fund that represents the actual
interest credited to participants for the year ended December 31, 2008 was 2.19%.
(11) Subsequent Events
The Plan was amended effective March 1, 2009 to allow participation starting on the first month
following three months of service, if the participant is at least 21 years of age. In addition, the
Plan was amended to have the default investment election be the targeted investments funds
appropriate for the participants expected retirement date.
(12) Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of the financial statements to the Form 5500:
|
|
|
|
|
|
|
2008
|
|
Net assets available for benefits per the financial statements
|
|
$
|
75,467,571
|
|
Adjustment from fair value to contract value for
fully benefit-responsive investment contracts
|
|
|
(1,392,460
|
)
|
|
|
|
|
Net assets per the Form 5500
|
|
$
|
74,075,111
|
|
|
|
|
|
|
|
|
|
|
Total investment income per the financial statements
|
|
$
|
2,393,582
|
|
Adjustment from fair value to contract value for
fully benefit-responsive investment contracts
|
|
|
(1,341,795
|
)
|
|
|
|
|
Total investment income per the Form 5500
|
|
$
|
1,051,787
|
|
|
|
|
|
Page 14
Schedule 1
PROFIT INCENTIVE BONUS PLAN OF
HUDSON CITY SAVINGS BANK
Schedule H, Line 4i Schedule of Assets (Held at End of Year)
December 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
Identity of Issue
|
|
|
|
Description of Investment
|
|
Cost
|
|
|
Value
|
|
Morgan Stanley Funds
|
|
|
|
Morgan Stanley Stable Value Fund Class A
|
|
$
|
8,829,803
|
|
|
$
|
8,829,803
|
|
|
Morgan Stanley Funds
|
|
|
|
Morgan Stanley U.S. Government Securities Trust Fund Class A
|
|
|
3,585,571
|
|
|
|
3,358,671
|
|
|
Morgan Stanley Funds
|
|
|
|
Morgan Stanley S&P 500 Index Fund Class A
|
|
|
2,490,725
|
|
|
|
2,180,070
|
|
|
Van Kampen Funds
|
|
|
|
Van Kampen Comstock Fund Class A
|
|
|
2,075,863
|
|
|
|
1,549,862
|
|
|
Van Kampen Funds
|
|
|
|
Van Kampen Equity & Income Fund Class A
|
|
|
1,160,367
|
|
|
|
891,025
|
|
|
Van Kampen Funds
|
|
|
|
Van Kampen Global Franchise Fund Class A
|
|
|
1,240,935
|
|
|
|
833,439
|
|
|
Fidelity Advisors Funds
|
|
*
|
|
Fidelity Advisors Mid Cap Fund Class T
|
|
|
1,043,441
|
|
|
|
563,794
|
|
|
Fidelity Advisors Funds
|
|
*
|
|
Fidelity Advisors Balanced Fund Class T
|
|
|
686,731
|
|
|
|
469,653
|
|
|
Fidelity Advisors Funds
|
|
*
|
|
Fidelity Advisors Value Strategies Fund Class T
|
|
|
524,062
|
|
|
|
244,173
|
|
|
Fidelity Advisors Funds
|
|
*
|
|
Fidelity Advisors Financial Services Fund Class T
|
|
|
402,285
|
|
|
|
229,440
|
|
|
Fidelity Advisors Funds
|
|
*
|
|
Fidelity Advisors Freedom 2010 Class T
|
|
|
173
|
|
|
|
143
|
|
|
Fidelity Advisors Funds
|
|
*
|
|
Fidelity Advisors Freedom 2020 Class T
|
|
|
768
|
|
|
|
618
|
|
|
Fidelity Advisors Funds
|
|
*
|
|
Fidelity Advisors Freedom 2030 Class T
|
|
|
6,616
|
|
|
|
4,660
|
|
|
Fidelity Advisors Funds
|
|
*
|
|
Fidelity Advisors Freedom 2040 Class T
|
|
|
735
|
|
|
|
552
|
|
|
Fidelity Advisors Funds
|
|
*
|
|
Fidelity Advisors Freedom Income Fund Class T
|
|
|
1,193
|
|
|
|
1,068
|
|
|
Fidelity Advisors Funds
|
|
*
|
|
Fidelity Advisors Freedom 2005 Class T
|
|
|
835
|
|
|
|
678
|
|
|
Fidelity Advisors Funds
|
|
*
|
|
Fidelity Advisors Freedom 2015 Class T
|
|
|
1,521
|
|
|
|
1,195
|
|
|
Fidelity Advisors Funds
|
|
*
|
|
Fidelity Advisors Freedom 2025 Class T
|
|
|
77
|
|
|
|
54
|
|
Page 15
Schedule 1
PROFIT INCENTIVE BONUS PLAN OF
HUDSON CITY SAVINGS BANK
Schedule H, Line 4i Schedule of Assets (Held at End of Year)
December 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
Identity of Issue
|
|
|
|
Description of Investment
|
|
Cost
|
|
|
Value
|
|
Fidelity Advisors Funds
|
|
*
|
|
Fidelity Advisors Freedom 2035 Class T
|
|
$
|
57
|
|
|
$
|
36
|
|
|
Fidelity Advisors Funds
|
|
*
|
|
Fidelity Advisors Freedom 2045 Class T
|
|
|
588
|
|
|
|
494
|
|
|
Fidelity Advisors Funds
|
|
*
|
|
Fidelity Advisors Freedom 2055 Class T
|
|
|
205
|
|
|
|
151
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment in mutual funds
|
|
|
|
|
|
|
19,159,579
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hudson City Bancorp, Inc.
|
|
*
|
|
Investment in common stock
|
|
|
16,306,164
|
|
|
|
55,167,818
|
|
|
Participant Loans Receivable (a)
|
|
*
|
|
|
|
|
|
|
|
|
638,398
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other investments
|
|
|
|
|
|
|
55,806,216
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments
|
|
|
|
|
|
$
|
74,965,795
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
A party-in-interest as defined by ERISA
|
|
(a)
|
|
As of December 31, 2008, the interest rates on these loans ranged from 5.25% to 8.50%, with
maturities
ranging from March 9, 2009 through July 6, 2017.
|
See accompanying independent auditors report.
Page 16
SIGNATURE OF PLAN ADMINISTRATOR
The Plan
. Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan
Administrator has duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
|
|
|
|
|
Profit Incentive Bonus Plan of
Hudson City Savings Bank
|
Date: June 26, 2009
|
By:
|
/s/ J. Christopher Nettleton
|
|
|
|
J. Christopher Nettleton
|
|
|
|
Plan Administrator
1
st
Vice President and Human
Resources Officer
Hudson City Savings Bank
|
|
|
Page 17
EXHIBIT INDEX
|
|
|
|
|
Exhibit Number
|
|
Exhibit
|
|
Location
|
|
|
|
|
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm
|
|
Page 19
|
Page 18
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