UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT UNDER SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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, 2009
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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. Full title of plan and the address of the plan, if different from that of the issuer named
below:
Profit Incentive Bonus Plan of
Hudson City Savings Bank
B. Name of issuer of the securities held pursuant to the plan and the address of its principal
executive office:
Hudson City Bancorp, Inc.
West 80 Century Road
Paramus, NJ 07652
REQUIRED INFORMATION
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Page
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FINANCIAL STATEMENTS
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EX-23.1
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Profit Incentive Bonus Plan of
Hudson City Savings Bank
Financial Statements and Schedule
At December 31, 2009 and 2008 and
for the years ended December 31, 2009 and 2008
(With Report of Independent Registered Public Accounting Firm Thereon)
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, 2009 and 2008, 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, 2009 and 2008, 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, 2009 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
New York, New York
June 28, 2010
1
PROFIT INCENTIVE BONUS PLAN OF
HUDSON CITY SAVINGS BANK
Statements of Net Assets
Available for Benefits
December 31, 2009 and 2008
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December 31,
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December 31,
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2009
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2008
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Assets
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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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13,052,677
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$
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10,329,776
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Morgan Stanley Stable Value Fund Class A
(Notes 9 and 10)
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8,229,984
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7,437,343
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Investment in Hudson City Bancorp, Inc.
Common Stock Fund (Note 9)
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48,618,531
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55,167,818
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Participant
loans receivable (Notes 7 and 9)
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683,512
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638,398
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Total investments, at fair value
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70,584,704
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73,573,335
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Receivables:
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Employer contribution receivable
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572,289
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498,561
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Interest and other receivables
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1,401
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5,576
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Total receivables
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573,690
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504,137
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Total Assets
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71,158,394
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74,077,472
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Liabilities
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Fee payable
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2,363
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2,361
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Net assets available for benefits at fair value
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71,156,031
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74,075,111
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Adjustment from fair value to contract value
for fully benefit-responsive investment
contracts
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1,192,942
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1,392,460
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Net assets available for benefits
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$
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72,348,973
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$
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75,467,571
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See accompanying notes to financial statements.
2
PROFIT INCENTIVE BONUS PLAN OF
HUDSON CITY SAVINGS BANK
Statements of Changes in Net Assets
Available for Benefits
Years Ended December 31, 2009 and 2008
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December 31,
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December 31,
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2009
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2008
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Investment income:
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Interest
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$
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56,641
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$
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121,440
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Dividends
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2,317,152
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2,226,734
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Net realized
(losses) gains and (depreciation) appreciation of investments (Note 9)
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(5,498,132
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45,408
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Total investment (loss) income
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(3,124,339
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2,393,582
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Contributions:
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Employer contributions
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572,289
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498,561
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Employee contributions
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1,673,791
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1,616,304
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Rollovers
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35,225
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330,987
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Total contributions
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2,281,305
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2,445,852
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Contributions and investment (loss) income
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(843,034
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4,839,434
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Participant benefits
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2,245,894
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5,076,357
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Administrative expenses (Note 6)
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29,670
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35,118
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Decrease in net assets available for benefits
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(3,118,598
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(272,041
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Net assets available for benefits:
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Beginning of period
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75,467,571
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75,739,612
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End of period
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$
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72,348,973
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$
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75,467,571
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See accompanying notes to financial statements.
3
PROFIT INCENTIVE BONUS PLAN OF
HUDSON CITY SAVINGS BANK
Notes to Financial Statements
December 31, 2009 and 2008
The following plan information provides only a general description of the provisions of the
Profit Incentive Bonus Plan of Hudson City Savings Bank (the Plan). The Summary Plan
Description or Plan Document should be referred to for a more complete description of the
Plans provisions.
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).
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. Effective March 1, 2009 the
Plan was amended to allow participation starting on the first month following three
months of service, if the participant is at least 21 years of age.
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 five years.
The benefit to which a participant is entitled is the benefit that can be provided
from the participants vested account balances.
Forfeitures are applied to reduce the Plans administrative expenses. At December 31,
2009 and 2008, there were $101 and $70, respectively, of forfeitures that were not
used to reduce the Plans administrative expenses.
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.
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.
4
PROFIT INCENTIVE BONUS PLAN OF
HUDSON CITY SAVINGS BANK
Notes to Financial Statements
December 31, 2009 and 2008
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 were $16,500 and $15,500 for 2009 and 2008,
respectively. Participants age 50 or over may contribute an additional tax-deferred
catch-up contribution subject to an annual limit of $5,500 and $5,000 for 2009 and 2008,
respectively.
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.
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.
Participants may make rollover contributions to the Plan, which represent
distributions from a qualified IRA or other qualified plan.
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 Bancorp, Inc.
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.
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 equal 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 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. (Hudson City Bancorp) common stock, which are held in
the Hudson City Bancorp, Inc. Common Stock Fund. Participants may receive either the
entire portion of their interest in the Hudson City Bancorp, Inc. Common Stock Fund
in shares of Hudson City Bancorp common stock or part in shares and part in cash. The
maximum number of shares of Hudson City Bancorp stock that they may receive will be
the number of whole shares
5
PROFIT INCENTIVE BONUS PLAN OF
HUDSON CITY SAVINGS BANK
Notes to Financial Statements
December 31, 2009 and 2008
attributable to their interest in the Hudson City Bancorp,
Inc. Common Stock Fund. Any remaining amount distributed will be paid in cash.
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.
(2)
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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 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 Pronouncements
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In January 2010, the Financial Accounting Standards Board (FASB) issued an accounting standards update regarding disclosure
requirements for fair value measurement. This update provides amendments to fair
value measurement that require new disclosures related to transfers in and out of
Levels 1 and 2 and activity in Level 3 (see note 2(c) below) fair value measurements. The update also
provides amendments clarifying level of disaggregation and disclosures about inputs
and valuation techniques along with conforming amendments to the guidance on
employers disclosures about postretirement benefit plan assets. This update is
effective for interim and annual reporting periods beginning after December 15, 2009,
except for the disclosures about purchases, sales, issuances, and settlements in the
rollforward of activity in Level 3 fair value measurements, which are effective for
fiscal years beginning after December 15, 2010. The Plan does not expect that this
accounting standard update will have a material impact on the financial position of
the Plan or the changes in net assets.
In April and September 2009, the FASB issued guidance which (i) provided additional guidance for estimating fair value when the volume and level of activity for the asset or liability have significantly decreased, (ii) provided guidance on identifying circumstances that indicate a transaction is not orderly, (iii) permitted, as a practical expedient, entities to measure the fair value of certain investments
based on the net asset value per share and (iv) expanded the required disclosures about fair value measurements.
The adoption of this guidance did not have a material effect on the Plans net assets available for benefits or the changes in net assets available for benefits.
In June 2009, the FASB Codification (the Codification) was issued. The Codification
is the source of authoritative U.S. generally accepted accounting principles (GAAP)
recognized by the FASB to be applied by non-governmental entities. Rules and
interpretive releases of the SEC under authority of federal securities laws are also
sources of authoritative GAAP for SEC registrants. The Codification supersedes all
existing non-SEC accounting and reporting standards. All other non-grandfathered
non-SEC accounting literature not included in the Codification became
non-authoritative. The Codification was effective for financial statements issued
for interim and annual periods ending after
6
PROFIT INCENTIVE BONUS PLAN OF
HUDSON CITY SAVINGS BANK
Notes to Financial Statements
December 31, 2009 and 2008
September 15, 2009. The implementation
of the Codification did not have a material impact 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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The Accounting Standards Codification (ASC) Topic 820,
Fair Value Measurements and
Disclosures,
defines fair value, establishes a framework for measuring fair value and
expands disclosures about fair value measurements. ASC Topic 820 applies only to fair
value measurements already required or permitted by other accounting standards and
does not impose requirements for additional fair value measures. ASC Topic 820 was
issued to increase consistency and comparability in reporting fair values.
The Plan uses fair value measurements to record fair value adjustments to certain
assets and to determine fair value disclosures. The Plan did not have any liabilities
that were measured at fair value at December 31, 2009. The Plans investments are
recorded at fair value on a recurring basis. Additionally, from time to time, the
Plan may be required to record at fair value other assets or liabilities on a
non-recurring basis.
In accordance with ASC Topic 820, the Plan groups its 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:
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Level 1 Valuation is based upon quoted prices for identical instruments traded in
active markets.
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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.
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Level 3 Valuation is generated from model-based techniques that use significant
assumptions not observable in the market. These unobservable assumptions reflect the
Plans 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.
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The Plan bases its fair values on the price that would be received to sell an asset
in an orderly transaction between market participants at the measurement date. ASC
Topic 820 requires the Plan to maximize the use of observable inputs and minimize the
use of unobservable inputs when measuring fair value.
7
PROFIT INCENTIVE BONUS PLAN OF
HUDSON CITY SAVINGS BANK
Notes to Financial Statements
December 31, 2009 and 2008
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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 net asset value as a practical
expedient for fair value. The investment in Hudson City Bancorp, Inc. 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 funds by dividing the funds net assets at fair
value by its units outstanding at the valuation date. Securities transactions are
recognized on the 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.
As described in ASC Topic 946-210-45-9,
Fully Benefit-Responsive Investment Contracts
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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. 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.
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.
8
PROFIT INCENTIVE BONUS PLAN OF
HUDSON CITY SAVINGS BANK
Notes to Financial Statements
December 31, 2009 and 2008
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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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(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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(h)
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Subsequent Events
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The Plan has evaluated subsequent events through the date the
financial statements were issued, and determined that no additional
disclosure was necessary.
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(3)
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Plan Amendments
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The Plan was amended, effective January 15, 2008, to add the Fidelity Advisor Freedom Funds
to the investment options of the Plan.
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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.
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(4)
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Federal Income Taxes
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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 Internal Revenue Code (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. In March 2010, the Trustee filed a restated prototype plan,
complying with the IRSs six-year remedial amendment cycle. Under this system, the IRS
requires that all pre-approved plans restate the documents in order to incorporate new
amendments and regulatory changes that have occurred since the last required submission.
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9
PROFIT INCENTIVE BONUS PLAN OF
HUDSON CITY SAVINGS BANK
Notes to Financial Statements
December 31, 2009 and 2008
(5)
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Plan Termination
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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.
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(6)
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Plan Expenses
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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.
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(7)
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Participant Loans Receivable
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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.
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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.
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As of December 31, 2009, the interest rates on these loans ranged from 5.25% to 8.50%
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(8)
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Related-Party Transactions
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|
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. Fees paid to the Trustee and affiliates of the Trustee amounted to
approximately $30,000 and $35,000 for the years ended December 31, 2009 and 2008,
respectively.
|
10
PROFIT INCENTIVE BONUS PLAN OF
HUDSON CITY SAVINGS BANK
Notes to Financial Statements
December 31, 2009 and 2008
(9)
|
|
Investments
|
|
|
|
Individual investments in excess of 5% of the fair value of net assets available for
benefits at December 31, 2009 and 2008 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
2008
|
|
|
Shares
|
|
Fair Value
|
|
Shares
|
|
Fair Value
|
Hudson City Bancorp, Inc. Common Stock Fund
|
|
|
3,417,627
|
|
|
$
|
48,618,531
|
|
|
|
3,321,008
|
|
|
$
|
55,167,818
|
|
Morgan Stanley Stable Value Fund Class A
|
|
|
9,422,925
|
|
|
|
8,229,984
|
|
|
|
8,829,803
|
|
|
|
7,437,343
|
|
Morgan Stanley U.S. Government Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trust Fund Class A
|
|
|
500,276
|
|
|
|
4,207,319
|
|
|
|
393,287
|
|
|
|
3,358,671
|
|
|
|
For the years ended December 31, 2009 and 2008, the Plans net
appreciation/(depreciation) of investments is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
Investments in mutual funds:
|
|
|
|
|
|
|
|
|
Net realized gains (losses)
|
|
$
|
40,526
|
|
|
$
|
(443,461
|
)
|
Change in net unrealized appreciation (depreciation)
|
|
|
1,699,810
|
|
|
|
(3,935,614
|
)
|
|
|
|
|
|
|
|
|
|
Investment in Hudson City Bancorp, Inc. Common Stock Fund:
|
|
|
|
|
|
|
|
|
Net realized gains
|
|
|
1,642,745
|
|
|
|
7,846,431
|
|
Change in net unrealized depreciation
|
|
|
(8,881,213
|
)
|
|
|
(3,421,948
|
)
|
|
|
|
|
|
|
|
|
|
$
|
(5,498,132
|
)
|
|
$
|
45,408
|
|
|
|
|
|
|
|
|
|
|
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.
|
11
PROFIT INCENTIVE BONUS PLAN OF
HUDSON CITY SAVINGS BANK
Notes to Financial Statements
December 31, 2009 and 2008
|
|
The following table presents the Plans fair value hierarchy for those investments measured
at fair value at December 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Significant
|
|
|
|
|
|
|
Assets
|
|
|
Quoted Prices in
|
|
|
Other
|
|
|
Significant
|
|
|
|
Measured at
|
|
|
Active Markets for
|
|
|
Observable
|
|
|
Unobservable
|
|
|
|
Fair Value at
|
|
|
Identical Assets
|
|
|
Inputs
|
|
|
Inputs
|
|
Description
|
|
12/31/2009
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
Investments in mutual funds
|
|
$
|
13,052,677
|
|
|
|
13,052,677
|
|
|
|
|
|
|
|
|
|
Morgan Stanley Stable Value Fund Class A
|
|
|
8,229,984
|
|
|
|
|
|
|
|
8,229,984
|
|
|
|
|
|
Investments in Hudson City Bancorp, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock Fund
|
|
|
48,618,531
|
|
|
|
48,618,531
|
|
|
|
|
|
|
|
|
|
Participant loans receivable
|
|
|
683,512
|
|
|
|
|
|
|
|
|
|
|
|
683,512
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
70,584,704
|
|
|
|
61,671,208
|
|
|
|
8,229,984
|
|
|
|
683,512
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock Fund
|
|
|
55,167,818
|
|
|
|
55,167,818
|
|
|
|
|
|
|
|
|
|
Participant loans receivable
|
|
|
638,398
|
|
|
|
|
|
|
|
|
|
|
|
638,398
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
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, 2009 to December 31, 2009 and
for the period January 1, 2008 to December 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
Level 3 Assets
|
|
|
|
2008
Level 3 Assets
|
|
Balance at beginning of year
|
|
$
|
638,398
|
|
|
$
|
604,689
|
|
Purchases, sales, issuances and settlements, net
|
|
|
45,114
|
|
|
|
33,709
|
|
Transfer into level 3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of year
|
|
$
|
683,512
|
|
|
$
|
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, 2009 and
2008.
|
|
|
|
Mutual funds:
recorded at net asset value which represents the fair value of the securities
held in such funds as a practical expedient.
|
12
PROFIT INCENTIVE BONUS PLAN OF
HUDSON CITY SAVINGS BANK
Notes to Financial Statements
December 31, 2009 and 2008
|
|
Hudson City Bancorp, Inc. Common Stock Fund:
the Hudson City Bancorp, Inc. Common Stock Fund
invests primarily in Hudson City Bancorp common stock, which is traded on the NASDAQ
under the ticker symbol (HCBK) and is valued at fair value based upon its quoted market price at the daily close
of the NASDAQ. An immaterial portion of this fund is invested 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.
|
|
(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, 2009 and 2008
was 3.36% and 4.24%, respectively. The average yield earned by the Fund that represents the
actual interest credited to participants for the year ended December 31, 2009 was 1.12%.
|
|
(11)
|
|
Reconciliation of Financial Statements to Form 5500
|
|
|
|
The following is a reconciliation of the financial statements to the Form 5500:
|
13
PROFIT INCENTIVE BONUS PLAN OF
HUDSON CITY SAVINGS BANK
Notes to Financial Statements
December 31, 2009 and 2008
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
Net assets available for benefits per the financial statements
|
|
$
|
72,348,973
|
|
|
$
|
75,467,571
|
|
Adjustment from fair value to contract value for
fully benefit-responsive investment contracts
|
|
|
(1,192,942
|
)
|
|
|
(1,392,460
|
)
|
Participant benefits payable
|
|
|
(26,240
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net assets per the Form 5500
|
|
$
|
71,129,791
|
|
|
$
|
74,075,111
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment (loss) income per the financial statements
|
|
$
|
(3,124,339
|
)
|
|
$
|
2,393,582
|
|
Adjustment
from fair value to contract value for
fully benefit-responsive investment contracts
|
|
|
199,518
|
|
|
|
(1,341,795
|
)
|
|
|
|
|
|
|
|
Total investment loss per the Form 5500
|
|
$
|
(2,924,821
|
)
|
|
$
|
1,051,787
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Participant benefits per the financial statements
|
|
$
|
(2,245,894
|
)
|
|
$
|
(5,076,357
|
)
|
Participant benefits payable
|
|
|
(26,240
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Participant benefits per the Form 5500
|
|
$
|
(2,272,134
|
)
|
|
$
|
(5,076,357
|
)
|
|
|
|
|
|
|
|
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, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
Identity of Issue
|
|
|
|
Description of Investment
|
|
Cost
|
|
Value
|
Morgan Stanley Funds
|
|
|
|
Morgan Stanley Stable Value Fund
Class A
|
|
$
|
9,422,926
|
|
|
$
|
8,229,984
|
|
Morgan Stanley Funds
|
|
|
|
Morgan Stanley U.S. Government
Securities Trust Fund Class A
|
|
|
4,478,417
|
|
|
|
4,207,319
|
|
Morgan Stanley Funds
|
|
|
|
Morgan Stanley S&P 500 Index Fund
Class A
|
|
|
2,295,028
|
|
|
|
2,489,302
|
|
Van Kampen Funds
|
|
|
|
Van Kampen Comstock Fund
Class A
|
|
|
1,991,038
|
|
|
|
1,942,663
|
|
Van Kampen Funds
|
|
|
|
Van Kampen Equity & Income Fund
Class A
|
|
|
1,302,970
|
|
|
|
1,263,192
|
|
Van Kampen Funds
|
|
|
|
Van Kampen Global Franchise Fund
Class A
|
|
|
998,187
|
|
|
|
933,596
|
|
Fidelity Advisors Funds
|
|
*
|
|
Fidelity Advisors Mid Cap Fund
Class T
|
|
|
946,323
|
|
|
|
767,871
|
|
Fidelity Advisors Funds
|
|
*
|
|
Fidelity Advisors Balanced Fund
Class T
|
|
|
735,344
|
|
|
|
667,212
|
|
Fidelity Advisors Funds
|
|
*
|
|
Fidelity Advisors Value Strategies Fund
Class T
|
|
|
538,394
|
|
|
|
464,270
|
|
Fidelity Advisors Funds
|
|
*
|
|
Fidelity Advisors Financial Services Fund
Class T
|
|
|
306,323
|
|
|
|
217,723
|
|
Fidelity Advisors Funds
|
|
*
|
|
Fidelity Advisors Freedom 2010
Class T
|
|
|
5,294
|
|
|
|
5,424
|
|
Fidelity Advisors Funds
|
|
*
|
|
Fidelity Advisors Freedom 2020
Class T
|
|
|
4,462
|
|
|
|
5,021
|
|
Fidelity Advisors Funds
|
|
*
|
|
Fidelity Advisors Freedom 2030
Class T
|
|
|
17,861
|
|
|
|
20,598
|
|
Fidelity Advisors Funds
|
|
*
|
|
Fidelity Advisors Freedom 2040
Class T
|
|
|
3,986
|
|
|
|
4,349
|
|
Fidelity Advisors Funds
|
|
*
|
|
Fidelity Advisors Freedom Income Fund
Class T
|
|
|
2,070
|
|
|
|
2,155
|
|
Fidelity Advisors Funds
|
|
*
|
|
Fidelity Advisors Freedom 2005
Class T
|
|
|
1,096
|
|
|
|
1,124
|
|
Fidelity Advisors Funds
|
|
*
|
|
Fidelity Advisors Freedom 2015
Class T
|
|
|
44,194
|
|
|
|
45,625
|
|
Fidelity Advisors Funds
|
|
*
|
|
Fidelity Advisors Freedom 2025
Class T
|
|
|
509
|
|
|
|
569
|
|
(continued)
15
Schedule 1
PROFIT INCENTIVE BONUS PLAN OF
HUDSON CITY SAVINGS BANK
Schedule H,
Line 4i Schedule of Assets (Held at End of Year), continued
December 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
Identity of Issue
|
|
|
|
Description of Investment
|
|
Cost
|
|
Value
|
Fidelity Advisors Funds
|
|
*
|
|
Fidelity Advisors Freedom 2035
Class T
|
|
$
|
2,120
|
|
|
$
|
2,260
|
|
Fidelity Advisors Funds
|
|
*
|
|
Fidelity Advisors Freedom 2045
Class T
|
|
|
9,629
|
|
|
|
10,048
|
|
Fidelity Advisors Funds
|
|
*
|
|
Fidelity Advisors Freedom 2050
Class T
|
|
|
2,017
|
|
|
|
2,356
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment in mutual funds
|
|
|
|
|
|
|
21,282,661
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hudson City Bancorp,
Inc. Common Stock Fund
|
|
*
|
|
Investment in common stock
|
|
|
18,663,393
|
|
|
|
48,618,531
|
|
Participant Loans
Receivable (a)
|
|
*
|
|
|
|
|
|
|
|
|
683,512
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other investments
|
|
|
|
|
|
|
49,302,043
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments
|
|
|
|
|
|
$
|
70,584,704
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
A party-in-interest as defined by ERISA
|
|
(a)
|
|
As of December 31, 2009, the interest rates on these loans ranged from 5.25% to 8.50%, with maturities
|
|
|
|
ranging from May 10, 2010 through July 6, 2017.
|
See
accompanying Report of Independent Registered Public Accounting Firm.
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 28, 2010
|
By:
|
/s/ J. Christopher Nettleton
|
|
|
|
J. Christopher Nettleton
|
|
|
|
Plan Administrator
1
st
Vice President and Human
Resources Officer
Hudson City Savings Bank
|
|
17
EXHIBIT INDEX
|
|
|
|
|
Exhibit Number
|
|
Exhibit
|
|
Location
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm
|
|
Page 19
|
18
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