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, 2010
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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
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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West 80 Century Road
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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
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Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files).
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
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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 2, 2010, the registrant had 526,611,096 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 corresponding 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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there may be 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, including unemployment rates, 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 including without limitation, the recent passage of the
Dodd-Frank Wall Street Reform and Consumer Protection Act, may adversely affect our business;
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applicable technological changes may be more difficult or expensive than we anticipate;
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success or consummation of new business initiatives may be more difficult or expensive than
we anticipate;
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litigation or matters before regulatory agencies including, without limitation, our
application to convert Hudson City Savings Bank to a national bank, whether currently existing
or commencing in the future, may delay the occurrence or non-occurrence of events longer than
we anticipate;
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the risks associated with adverse changes to credit quality, including changes in the level
of loan delinquencies and non-performing assets and charge-offs, the length of time our
non-performing assets remain in our portfolio and changes in estimates of the adequacy of the
allowance for loan losses;
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difficulties associated with achieving or predicting expected future financial results;
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our ability to diversify our funding sources and to continue to access the wholesale
borrowing market and the capital markets; and
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the risk of a continued 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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2010
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2009
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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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138,112
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$
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198,752
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Federal funds sold and other overnight deposits
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180,892
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362,449
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Total cash and cash equivalents
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319,004
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561,201
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Securities available for sale:
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Mortgage-backed securities
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13,825,644
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11,116,531
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Investment securities
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366,937
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1,095,240
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Securities held to maturity:
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Mortgage-backed securities (fair value of $7,983,856 at June 30, 2010
and $10,324,831 at December 31, 2009)
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7,619,996
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9,963,554
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Investment securities (fair value of $5,167,785 at June 30, 2010
and $4,071,005 at December 31, 2009)
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5,139,794
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4,187,704
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Total securities
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26,952,371
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26,363,029
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Loans
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32,164,303
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31,779,921
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Net deferred loan costs
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91,509
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81,307
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Allowance for loan losses
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(192,983
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(140,074
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Net loans
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32,062,829
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31,721,154
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Federal Home Loan Bank of New York stock
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883,190
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874,768
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Foreclosed real estate, net
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21,690
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16,736
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Accrued interest receivable
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283,550
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304,091
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Banking premises and equipment, net
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70,617
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70,116
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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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187,774
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204,556
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Total Assets
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$
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60,933,134
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$
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60,267,760
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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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24,553,676
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$
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23,992,007
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Noninterest-bearing
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614,789
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586,041
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Total deposits
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25,168,465
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24,578,048
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Repurchase agreements
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15,100,000
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15,100,000
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Federal Home Loan Bank of New York advances
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14,875,000
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14,875,000
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Total borrowed funds
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29,975,000
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29,975,000
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Due to brokers
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100,000
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Accrued expenses and other liabilities
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246,413
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275,560
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Total liabilities
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55,389,878
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54,928,608
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Common stock, $0.01 par value, 3,200,000,000 shares authorized;
741,466,555 shares issued; 526,611,096 shares outstanding
at June 30, 2010 and 526,493,676 shares outstanding
at December 31, 2009
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7,415
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7,415
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Additional paid-in capital
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4,694,235
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4,683,414
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Retained earnings
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2,544,987
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2,401,606
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Treasury stock, at cost; 214,855,459 shares at June 30, 2010 and
214,972,879 shares at December 31, 2009
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(1,726,808
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(1,727,579
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Unallocated common stock held by the employee stock ownership plan
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(207,234
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(210,237
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Accumulated other comprehensive income, net of tax
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230,661
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184,533
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Total shareholders equity
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5,543,256
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5,339,152
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Total Liabilities and Shareholders Equity
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$
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60,933,134
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$
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60,267,760
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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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2010
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2009
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2010
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2009
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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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426,244
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$
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413,282
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$
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854,405
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$
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827,490
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Consumer and other loans
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4,654
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5,427
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9,413
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11,417
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Mortgage-backed securities held to maturity
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92,319
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117,285
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202,445
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239,216
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Mortgage-backed securities available for sale
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129,790
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131,191
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251,382
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260,174
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Investment securities held to maturity
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49,627
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11,727
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96,691
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14,085
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Investment securities available for sale
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5,203
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36,616
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15,549
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79,919
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Dividends on Federal Home Loan Bank of New York stock
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9,167
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12,044
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21,540
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18,417
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Federal funds sold and other overnight deposits
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576
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187
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1,025
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363
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Total interest and dividend income
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717,580
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727,759
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1,452,450
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1,451,081
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Interest Expense:
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Deposits
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95,670
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123,254
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199,589
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262,078
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Borrowed funds
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304,396
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302,108
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604,202
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602,775
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Total interest expense
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400,066
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425,362
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803,791
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864,853
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Net interest income
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317,514
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302,397
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648,659
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586,228
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Provision for Loan Losses
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50,000
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32,500
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100,000
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52,500
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Net interest income after provision for loan losses
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267,514
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269,897
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548,659
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533,728
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Non-Interest Income:
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Service charges and other income
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2,584
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2,569
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4,814
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4,694
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Gain on securities transactions, net
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30,626
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24,037
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61,394
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24,185
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Total non-interest income
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33,210
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26,606
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66,208
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28,879
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Non-Interest Expense:
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Compensation and employee benefits
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32,789
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36,392
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66,951
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69,123
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Net occupancy expense
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7,924
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7,815
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16,271
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16,295
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Federal deposit insurance assessment
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13,300
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9,748
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25,927
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12,364
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FDIC special assessment
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21,098
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21,098
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Other expense
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10,583
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9,894
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21,978
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20,861
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Total non-interest expense
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64,596
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84,947
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131,127
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139,741
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Income before income tax expense
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236,128
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211,556
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483,740
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422,866
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Income tax expense
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93,537
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83,637
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192,264
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167,284
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Net income
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$
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142,591
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$
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127,919
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$
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291,476
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$
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255,582
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Basic earnings per share
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$
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0.29
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$
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0.26
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$
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0.59
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$
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0.52
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Diluted earnings per share
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$
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0.29
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$
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0.26
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$
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0.59
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$
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0.52
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Weighted Average Number of Common Shares Outstanding:
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Basic
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492,888,447
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486,984,601
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492,728,025
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487,282,183
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Diluted
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494,406,802
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489,447,012
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494,807,046
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490,760,670
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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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2010
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2009
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(In thousands, except per share data)
|
|
|
|
|
|
|
|
|
Common stock
|
|
$
|
7,415
|
|
|
$
|
7,415
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional paid-in capital:
|
|
|
|
|
|
|
|
|
Balance at beginning of year
|
|
|
4,683,414
|
|
|
|
4,641,571
|
|
Stock option plan expense
|
|
|
5,156
|
|
|
|
6,934
|
|
Tax benefit from stock plans
|
|
|
300
|
|
|
|
10,932
|
|
Allocation of ESOP stock
|
|
|
3,450
|
|
|
|
2,866
|
|
RRP stock granted
|
|
|
(145
|
)
|
|
|
(6,771
|
)
|
Vesting of RRP stock
|
|
|
2,060
|
|
|
|
2,325
|
|
|
|
|
|
|
|
|
Balance at end of period
|
|
|
4,694,235
|
|
|
|
4,657,857
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retained earnings:
|
|
|
|
|
|
|
|
|
Balance at beginning of year
|
|
|
2,401,606
|
|
|
|
2,196,235
|
|
Net income
|
|
|
291,476
|
|
|
|
255,582
|
|
Dividends paid on common stock ($0.30 and $0.29 per share, respectively)
|
|
|
(147,876
|
)
|
|
|
(141,409
|
)
|
Exercise of stock options
|
|
|
(219
|
)
|
|
|
(14,959
|
)
|
|
|
|
|
|
|
|
Balance at end of period
|
|
|
2,544,987
|
|
|
|
2,295,449
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Treasury stock:
|
|
|
|
|
|
|
|
|
Balance at beginning of year
|
|
|
(1,727,579
|
)
|
|
|
(1,737,838
|
)
|
Purchase of common stock
|
|
|
|
|
|
|
(43,460
|
)
|
Exercise of stock options
|
|
|
1,090
|
|
|
|
20,603
|
|
Vesting of RRP stock
|
|
|
(464
|
)
|
|
|
|
|
RRP stock granted
|
|
|
145
|
|
|
|
6,771
|
|
|
|
|
|
|
|
|
Balance at end of period
|
|
|
(1,726,808
|
)
|
|
|
(1,753,924
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unallocated common stock held by the ESOP:
|
|
|
|
|
|
|
|
|
Balance at beginning of year
|
|
|
(210,237
|
)
|
|
|
(216,244
|
)
|
Allocation of ESOP stock
|
|
|
3,003
|
|
|
|
3,004
|
|
|
|
|
|
|
|
|
Balance at end of period
|
|
|
(207,234
|
)
|
|
|
(213,240
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated other comprehensive income(loss):
|
|
|
|
|
|
|
|
|
Balance at beginning of year
|
|
|
184,533
|
|
|
|
47,657
|
|
|
|
|
|
|
|
|
Net unrealized gains on securities available for sale arising during period,
net of tax expense of $56,577 and $81,025 in 2010 and 2009, respectively
|
|
|
81,922
|
|
|
|
117,322
|
|
Reclassification adjustment for gains in net income, net of tax of expense
of $25,079
and $9,880 in 2010 and 2009, respectively
|
|
|
(36,314
|
)
|
|
|
(14,305
|
)
|
Pension and other postretirement benefits adjustment, net of tax(expense)
benefit of
$(359) and $667 for 2010 and 2009, respectively
|
|
|
520
|
|
|
|
(966
|
)
|
|
|
|
|
|
|
|
Other comprehensive income, net of tax
|
|
|
46,128
|
|
|
|
102,051
|
|
|
|
|
|
|
|
|
Balance at end of period
|
|
|
230,661
|
|
|
|
149,708
|
|
|
|
|
|
|
|
|
Total shareholders equity
|
|
$
|
5,543,256
|
|
|
$
|
5,143,265
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summary of comprehensive income
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
291,476
|
|
|
$
|
255,582
|
|
Other comprehensive income, net of tax
|
|
|
46,128
|
|
|
|
102,051
|
|
|
|
|
|
|
|
|
Total comprehensive income
|
|
$
|
337,604
|
|
|
$
|
357,633
|
|
|
|
|
|
|
|
|
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,
|
|
|
|
2010
|
|
|
2009
|
|
|
|
(In thousands)
|
|
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
291,476
|
|
|
$
|
255,582
|
|
Adjustments to reconcile net income to net cash provided
by operating activities:
|
|
|
|
|
|
|
|
|
Depreciation, accretion and amortization expense
|
|
|
44,547
|
|
|
|
31,284
|
|
Provision for loan losses
|
|
|
100,000
|
|
|
|
52,500
|
|
Gains on securities transactions, net
|
|
|
(61,394
|
)
|
|
|
(24,185
|
)
|
Share-based compensation, including committed ESOP shares
|
|
|
13,205
|
|
|
|
15,129
|
|
Deferred tax benefit
|
|
|
(25,499
|
)
|
|
|
(22,800
|
)
|
Decrease (increase) in accrued interest receivable
|
|
|
20,541
|
|
|
|
(3,326
|
)
|
Decrease (increase) in other assets
|
|
|
9,917
|
|
|
|
(4,830
|
)
|
(Decrease) increase in accrued expenses and other liabilities
|
|
|
(28,627
|
)
|
|
|
16,453
|
|
|
|
|
|
|
|
|
Net Cash Provided by Operating Activities
|
|
|
364,166
|
|
|
|
315,807
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
Originations of loans
|
|
|
(2,830,953
|
)
|
|
|
(2,968,573
|
)
|
Purchases of loans
|
|
|
(542,218
|
)
|
|
|
(1,882,868
|
)
|
Principal payments on loans
|
|
|
2,903,774
|
|
|
|
3,502,888
|
|
Principal collection of mortgage-backed securities held to maturity
|
|
|
2,502,695
|
|
|
|
945,047
|
|
Purchases of mortgage-backed securities held to maturity
|
|
|
(172,434
|
)
|
|
|
(1,700,259
|
)
|
Principal collection of mortgage-backed securities available for sale
|
|
|
2,078,875
|
|
|
|
999,410
|
|
Purchases of mortgage-backed securities available for sale
|
|
|
(5,838,155
|
)
|
|
|
(1,700,850
|
)
|
Proceeds from sales of mortgage backed securities available for sale
|
|
|
1,150,318
|
|
|
|
785,594
|
|
Proceeds from maturities and calls of investment securities held to maturity
|
|
|
1,950,005
|
|
|
|
50,000
|
|
Purchases of investment securities held to maturity
|
|
|
(3,002,011
|
)
|
|
|
(2,040,629
|
)
|
Proceeds from maturities and calls of investment securities available for sale
|
|
|
750,000
|
|
|
|
2,222,206
|
|
Proceeds from sales of investment securities available for sale
|
|
|
|
|
|
|
317
|
|
Purchases of investment securities available for sale
|
|
|
|
|
|
|
(1,031,300
|
)
|
Purchases of Federal Home Loan Bank of New York stock
|
|
|
(8,422
|
)
|
|
|
(62,522
|
)
|
Redemption of Federal Home Loan Bank of New York stock
|
|
|
|
|
|
|
51,075
|
|
Purchases of premises and equipment, net
|
|
|
(4,928
|
)
|
|
|
(3,814
|
)
|
Net proceeds from sale of foreclosed real estate
|
|
|
13,379
|
|
|
|
8,841
|
|
|
|
|
|
|
|
|
Net Cash Used in Investment Activities
|
|
|
(1,050,075
|
)
|
|
|
(2,825,437
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
Net increase in deposits
|
|
|
590,417
|
|
|
|
3,228,223
|
|
Proceeds from borrowed funds
|
|
|
|
|
|
|
750,000
|
|
Principal payments on borrowed funds
|
|
|
|
|
|
|
(950,000
|
)
|
Dividends paid
|
|
|
(147,876
|
)
|
|
|
(141,409
|
)
|
Purchases of treasury stock
|
|
|
|
|
|
|
(43,460
|
)
|
Exercise of stock options
|
|
|
871
|
|
|
|
5,644
|
|
Tax benefit from stock plans
|
|
|
300
|
|
|
|
10,932
|
|
|
|
|
|
|
|
|
Net Cash Provided by Financing Activities
|
|
|
443,712
|
|
|
|
2,859,930
|
|
|
|
|
|
|
|
|
Net (decrease) increase in Cash and Cash Equivalents
|
|
|
(242,197
|
)
|
|
|
350,300
|
|
Cash and Cash Equivalents at Beginning of Year
|
|
|
561,201
|
|
|
|
261,811
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents at End of Period
|
|
$
|
319,004
|
|
|
$
|
612,111
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosures:
|
|
|
|
|
|
|
|
|
Interest paid
|
|
$
|
799,321
|
|
|
$
|
864,908
|
|
|
|
|
|
|
|
|
Loans transferred to foreclosed real estate
|
|
$
|
25,038
|
|
|
$
|
8,068
|
|
|
|
|
|
|
|
|
Income tax payments
|
|
$
|
263,987
|
|
|
$
|
186,846
|
|
|
|
|
|
|
|
|
See accompanying notes to unaudited consolidated financial statements.
Page 7
1. Organization
Hudson City Bancorp, Inc. (Hudson City Bancorp or the Company) is a Delaware corporation and is
the savings and loan holding company for Hudson City Savings Bank and its subsidiaries (Hudson
City Savings). Each of Hudson City Savings and the Company is currently subject to the regulation
and examination of the Office of Thrift Supervision (OTS).
On March 4, 2010, Hudson City Savings filed an application (the Application) with the Office of
the Comptroller of the Currency (OCC) to convert from a federally chartered stock savings bank to
a national bank (the Conversion). If the Application is approved, Hudson City Savings will no
longer be a federal savings bank subject to the regulation and examination of the OTS and will
become a national bank subject to the regulation and examination of the OCC. In addition, the
Company will cease being a savings and loan holding company subject to the regulation and
supervision of the OTS and will become a bank holding company subject to the regulation and
supervision of the Board of Governors of the Federal Reserve System (the FRB).
We cannot provide assurance as to whether the Application will be approved or the timing of any approval.
On July 21, 2010, President Obama signed the Dodd-Frank Wall Street Reform and Consumer Protection
Act (the Reform Act). The Reform Act, among other things, effectively merges the OTS into the
OCC, with the OCC assuming all functions and authority from the OTS relating to federally chartered
savings banks, and the FRB assuming all functions and authority from the OTS relating to savings
and loan holding companies.
Whether the aforementioned application is approved by the OCC or upon implementation of the Reform Act, Hudson City Savings will be regulated by the OCC and the
Company will be regulated by the FRB. However, the Company does not expect its business or
operations to be materially affected by either the approval of the Application or the
implementation of the Reform Act.
2. Basis of Presentation
The accompanying consolidated financial statements include the accounts of Hudson City Bancorp and
its wholly-owned subsidiary, Hudson City Savings.
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, 2010 are not necessarily indicative of
the results of operations that may be expected for the year ending December 31, 2010. 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. The allowance for loan losses is a material estimate that is particularly
susceptible to near-term change. The current economic environment has increased the degree of
uncertainty inherent in this material estimate.
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 (SEC) 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 2009 Annual Report to Shareholders and incorporated by reference
into Hudson City Bancorps 2009 Annual Report on Form 10-K.
Page 8
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,
|
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
Per
|
|
|
|
|
|
|
|
|
|
|
Per
|
|
|
|
|
|
|
|
Average
|
|
|
Share
|
|
|
|
|
|
|
Average
|
|
|
Share
|
|
|
|
Income
|
|
|
Shares
|
|
|
Amount
|
|
|
Income
|
|
|
Shares
|
|
|
Amount
|
|
|
|
(In thousands, except per share data)
|
|
Net income
|
|
$
|
142,591
|
|
|
|
|
|
|
|
|
|
|
$
|
127,919
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income available to
common stockholders
|
|
$
|
142,591
|
|
|
|
492,888
|
|
|
$
|
0.29
|
|
|
$
|
127,919
|
|
|
|
486,985
|
|
|
$
|
0.26
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of dilutive common
stock equivalents
|
|
|
|
|
|
|
1,519
|
|
|
|
|
|
|
|
|
|
|
|
2,462
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income available to
common stockholders
|
|
$
|
142,591
|
|
|
|
494,407
|
|
|
$
|
0.29
|
|
|
$
|
127,919
|
|
|
|
489,447
|
|
|
$
|
0.26
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Six Months Ended June 30,
|
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
Per
|
|
|
|
|
|
|
|
|
|
|
Per
|
|
|
|
|
|
|
|
Average
|
|
|
Share
|
|
|
|
|
|
|
Average
|
|
|
Share
|
|
|
|
Income
|
|
|
Shares
|
|
|
Amount
|
|
|
Income
|
|
|
Shares
|
|
|
Amount
|
|
|
|
(In thousands, except per share data)
|
|
Net income
|
|
$
|
291,476
|
|
|
|
|
|
|
|
|
|
|
$
|
255,582
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income available to
common stockholders
|
|
$
|
291,476
|
|
|
|
492,728
|
|
|
$
|
0.59
|
|
|
$
|
255,582
|
|
|
|
487,282
|
|
|
$
|
0.52
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of dilutive common
stock equivalents
|
|
|
|
|
|
|
2,079
|
|
|
|
|
|
|
|
|
|
|
|
3,479
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income available to
common stockholders
|
|
$
|
291,476
|
|
|
|
494,807
|
|
|
$
|
0.59
|
|
|
$
|
255,582
|
|
|
|
490,761
|
|
|
$
|
0.52
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 9
4. Securities
The amortized cost and estimated fair market value of investment securities and
mortgage-backed securities available-for-sale at June 30, 2010 and December 31, 2009 are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
|
|
|
Gross
|
|
|
Estimated
|
|
|
|
Amortized
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
Fair Market
|
|
|
|
Cost
|
|
|
Gains
|
|
|
Losses
|
|
|
Value
|
|
|
|
(In thousands)
|
|
June 30, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States government-sponsored enterprises debt
|
|
$
|
354,710
|
|
|
$
|
4,966
|
|
|
$
|
|
|
|
$
|
359,676
|
|
Equity securities
|
|
|
6,767
|
|
|
|
494
|
|
|
|
|
|
|
|
7,261
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment securities
available for sale
|
|
|
361,477
|
|
|
|
5,460
|
|
|
|
|
|
|
|
366,937
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GNMA pass-through certificates
|
|
|
1,985,286
|
|
|
|
40,217
|
|
|
|
|
|
|
|
2,025,503
|
|
FNMA pass-through certificates
|
|
|
6,495,519
|
|
|
|
168,133
|
|
|
|
|
|
|
|
6,663,652
|
|
FHLMC pass-through certificates
|
|
|
4,028,549
|
|
|
|
202,925
|
|
|
|
|
|
|
|
4,231,474
|
|
FHLMC and FNMA REMICs
|
|
|
896,765
|
|
|
|
13,250
|
|
|
|
(5,000
|
)
|
|
|
905,015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total mortgage-backed securities
available for sale
|
|
$
|
13,406,119
|
|
|
$
|
424,525
|
|
|
$
|
(5,000
|
)
|
|
$
|
13,825,644
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States government-sponsored enterprises debt
|
|
$
|
1,104,699
|
|
|
$
|
1,890
|
|
|
$
|
(18,424
|
)
|
|
$
|
1,088,165
|
|
Equity securities
|
|
|
6,770
|
|
|
|
305
|
|
|
|
|
|
|
|
7,075
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment securities
available for sale
|
|
|
1,111,469
|
|
|
|
2,195
|
|
|
|
(18,424
|
)
|
|
|
1,095,240
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GNMA pass-through certificates
|
|
|
1,257,590
|
|
|
|
13,365
|
|
|
|
(881
|
)
|
|
|
1,270,074
|
|
FNMA pass-through certificates
|
|
|
3,782,198
|
|
|
|
128,429
|
|
|
|
(3,259
|
)
|
|
|
3,907,368
|
|
FHLMC pass-through certificates
|
|
|
4,655,629
|
|
|
|
232,697
|
|
|
|
|
|
|
|
4,888,326
|
|
FHLMC and FNMA REMICs
|
|
|
1,057,007
|
|
|
|
5,938
|
|
|
|
(12,182
|
)
|
|
|
1,050,763
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total mortgage-backed securities
available for sale
|
|
$
|
10,752,424
|
|
|
$
|
380,429
|
|
|
$
|
(16,322
|
)
|
|
$
|
11,116,531
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 10
The amortized cost and estimated fair market value of investment securities and
mortgage-backed securities held to maturity at June 30, 2010 and December 31, 2009 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
|
|
|
Gross
|
|
|
Estimated
|
|
|
|
Amortized
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
Fair Market
|
|
|
|
Cost
|
|
|
Gains
|
|
|
Losses
|
|
|
Value
|
|
|
|
(In thousands)
|
|
June 30, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States government-sponsored enterprises debt
|
|
$
|
5,139,694
|
|
|
$
|
27,991
|
|
|
$
|
|
|
|
$
|
5,167,685
|
|
Municipal bonds
|
|
|
100
|
|
|
|
|
|
|
|
|
|
|
|
100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment securities
held to maturity
|
|
|
5,139,794
|
|
|
|
27,991
|
|
|
|
|
|
|
|
5,167,785
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GNMA pass-through certificates
|
|
|
105,266
|
|
|
|
2,825
|
|
|
|
|
|
|
|
108,091
|
|
FNMA pass-through certificates
|
|
|
1,972,997
|
|
|
|
111,633
|
|
|
|
|
|
|
|
2,084,630
|
|
FHLMC pass-through certificates
|
|
|
3,553,869
|
|
|
|
195,289
|
|
|
|
|
|
|
|
3,749,158
|
|
FHLMC and FNMA REMICs
|
|
|
1,987,864
|
|
|
|
64,624
|
|
|
|
(10,511
|
)
|
|
|
2,041,977
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total mortgage-backed securities
held to maturity
|
|
$
|
7,619,996
|
|
|
$
|
374,371
|
|
|
$
|
(10,511
|
)
|
|
$
|
7,983,856
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States government-sponsored enterprises debt
|
|
$
|
4,187,599
|
|
|
$
|
915
|
|
|
$
|
(117,614
|
)
|
|
$
|
4,070,900
|
|
Municipal bonds
|
|
|
105
|
|
|
|
|
|
|
|
|
|
|
|
105
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment securities
held to maturity
|
|
|
4,187,704
|
|
|
|
915
|
|
|
|
(117,614
|
)
|
|
|
4,071,005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GNMA pass-through certificates
|
|
|
112,019
|
|
|
|
2,769
|
|
|
|
(1
|
)
|
|
|
114,787
|
|
FNMA pass-through certificates
|
|
|
2,510,095
|
|
|
|
106,509
|
|
|
|
|
|
|
|
2,616,604
|
|
FHLMC pass-through certificates
|
|
|
4,764,429
|
|
|
|
231,356
|
|
|
|
(3
|
)
|
|
|
4,995,782
|
|
FHLMC and FNMA REMICs
|
|
|
2,577,011
|
|
|
|
37,119
|
|
|
|
(16,472
|
)
|
|
|
2,597,658
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total mortgage-backed securities
held to maturity
|
|
$
|
9,963,554
|
|
|
$
|
377,753
|
|
|
$
|
(16,476
|
)
|
|
$
|
10,324,831
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 11
The following table shows the gross unrealized losses and fair value of the Companys
investments with unrealized losses that are deemed to be temporarily impaired, aggregated by
investment category and length of time that individual securities have been in a continuous
unrealized loss position at June 30, 2010 and December 31, 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less Than 12 Months
|
|
|
12 Months or Longer
|
|
|
Total
|
|
|
|
Fair
|
|
|
Unrealized
|
|
|
Fair
|
|
|
Unrealized
|
|
|
Fair
|
|
|
Unrealized
|
|
|
|
Value
|
|
|
Losses
|
|
|
Value
|
|
|
Losses
|
|
|
Value
|
|
|
Losses
|
|
|
|
(In thousands)
|
|
June 30, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held to maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FHLMC and FNMA REMICs
|
|
$
|
678,705
|
|
|
|
(8,365
|
)
|
|
$
|
153,133
|
|
|
$
|
(2,146
|
)
|
|
$
|
831,838
|
|
|
$
|
(10,511
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total temporarily impaired
securities held to maturity
|
|
|
678,705
|
|
|
|
(8,365
|
)
|
|
|
153,133
|
|
|
|
(2,146
|
)
|
|
|
831,838
|
|
|
|
(10,511
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FHLMC and FNMA REMICs
|
|
|
167,958
|
|
|
|
(660
|
)
|
|
|
104,119
|
|
|
|
(4,340
|
)
|
|
|
272,077
|
|
|
|
(5,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total temporarily impaired
securities available for sale
|
|
|
167,958
|
|
|
|
(660
|
)
|
|
|
104,119
|
|
|
|
(4,340
|
)
|
|
|
272,077
|
|
|
|
(5,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
846,663
|
|
|
$
|
(9,025
|
)
|
|
$
|
257,252
|
|
|
$
|
(6,486
|
)
|
|
$
|
1,103,915
|
|
|
$
|
(15,511
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held to maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States goverment-sponsored enterprises debt
|
|
$
|
3,930,974
|
|
|
$
|
(117,614
|
)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
3,930,974
|
|
|
$
|
(117,614
|
)
|
GNMA pass-through certificates
|
|
|
|
|
|
|
|
|
|
|
582
|
|
|
|
(1
|
)
|
|
|
582
|
|
|
|
(1
|
)
|
FHLMC pass-through certificates
|
|
|
642
|
|
|
|
(2
|
)
|
|
|
52
|
|
|
|
(1
|
)
|
|
|
694
|
|
|
|
(3
|
)
|
FHLMC and FNMA REMICs
|
|
|
617,463
|
|
|
|
(10,747
|
)
|
|
|
171,031
|
|
|
|
(5,725
|
)
|
|
|
788,494
|
|
|
|
(16,472
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total temporarily impaired
securities held to maturity
|
|
|
4,549,079
|
|
|
|
(128,363
|
)
|
|
|
171,665
|
|
|
|
(5,727
|
)
|
|
|
4,720,744
|
|
|
|
(134,090
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States goverment-sponsored enterprises debt
|
|
|
472,545
|
|
|
|
(7,263
|
)
|
|
|
263,730
|
|
|
|
(11,161
|
)
|
|
|
736,275
|
|
|
|
(18,424
|
)
|
GNMA pass-through certificates
|
|
|
156,668
|
|
|
|
(878
|
)
|
|
|
19,690
|
|
|
|
(3
|
)
|
|
|
176,358
|
|
|
|
(881
|
)
|
FNMA pass-through certificates
|
|
|
694,543
|
|
|
|
(3,259
|
)
|
|
|
|
|
|
|
|
|
|
|
694,543
|
|
|
|
(3,259
|
)
|
FHLMC and FNMA REMICs
|
|
|
476,797
|
|
|
|
(12,182
|
)
|
|
|
|
|
|
|
|
|
|
|
476,797
|
|
|
|
(12,182
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total temporarily impaired
securities available for sale
|
|
|
1,800,553
|
|
|
|
(23,582
|
)
|
|
|
283,420
|
|
|
|
(11,164
|
)
|
|
|
2,083,973
|
|
|
|
(34,746
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
6,349,632
|
|
|
$
|
(151,945
|
)
|
|
$
|
455,085
|
|
|
$
|
(16,891
|
)
|
|
$
|
6,804,717
|
|
|
$
|
(168,836
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The unrealized losses are primarily due to the changes in market interest rates subsequent to
purchase. We only purchase securities issued by U.S. government-sponsored enterprises (GSEs) and
do not own any unrated or private label securities or other high-risk securities such as those
backed by sub-prime loans. Accordingly, it is expected that the securities would not be settled at
a price less than the Companys amortized cost basis. We consider these investments to be
temporarily impaired at June 30, 2010 and December 31, 2009 since the decline in market value is
attributable to changes in interest rates and not credit quality, the Company has the intent and
ability to hold these investments until there is a full recovery of the unrealized loss, which may
be at maturity, and it is not more likely than not that we will be required to sell the securities
before the anticipated recovery of the remaining amortized cost basis. As
Page 12
a result no
impairment loss was recognized during the six months ended June 30, 2010 or for the year ended
December 31, 2009.
The amortized cost and estimated fair market value of our securities held to maturity and
available-for-sale at June 30, 2010, by contractual maturity, are shown below. The table does not
include the effect of prepayments or scheduled principal amortization. The expected maturity may
differ from the contractual maturity because issuers may have the right to call or prepay
obligations. Equity securities have been excluded from this table.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortized Cost
|
|
|
Estimated
|
|
|
|
Mortgage-backed
|
|
|
Investment
|
|
|
Fair Market
|
|
|
|
securities
|
|
|
securities
|
|
|
Value
|
|
|
|
(In thousands)
|
|
Held to Maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
Due in one year or less
|
|
$
|
71
|
|
|
$
|
100
|
|
|
$
|
170
|
|
Due after one year through five years
|
|
|
371
|
|
|
|
|
|
|
|
395
|
|
Due after five years through ten years
|
|
|
12,350
|
|
|
|
1,749,117
|
|
|
|
1,771,600
|
|
Due after ten years
|
|
|
7,607,204
|
|
|
|
3,390,577
|
|
|
|
11,379,476
|
|
|
|
|
|
|
|
|
|
|
|
Total held to maturity
|
|
$
|
7,619,996
|
|
|
$
|
5,139,794
|
|
|
$
|
13,151,641
|
|
|
|
|
|
|
|
|
|
|
|
Available for Sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
Due after five years through ten years
|
|
$
|
|
|
|
$
|
99,910
|
|
|
$
|
100,188
|
|
Due after ten years
|
|
|
13,406,119
|
|
|
|
254,800
|
|
|
|
14,085,132
|
|
|
|
|
|
|
|
|
|
|
|
Total available for sale
|
|
$
|
13,406,119
|
|
|
$
|
354,710
|
|
|
$
|
14,185,320
|
|
|
|
|
|
|
|
|
|
|
|
Sales of mortgage-backed securities available-for-sale amounted to $1.09 billion and $761.1
million for the six months ended June 30, 2010 and 2009, respectively, resulting in realized gains
of $61.4 million and $24.0 million for the same respective periods. There were no sales of
investment securities available-for-sale or held to maturity during the six months ended June 30,
2010. There were sales of $168,000 of investment securities available-for-sale during the six
months ended June 30, 2009. Gross realized gains on sales and calls of investment securities
available-for-sale were $148,000 during the first six months of 2009. Gains and losses
on the sale of all securities are determined using the specific identification method.
5. 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. We have not purchased any of our common shares during the six
months ended June 30, 2010. As of June 30, 2010, there remained 50,123,550 shares that may be
purchased under the existing stock repurchase programs.
6. Fair Value Measurements
a) Fair Value Measurements
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
Page 13
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.
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, 2010 and December 31, 2009. 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, certain
impaired loans and goodwill. These non-recurring fair value adjustments generally involve the
write-down of individual assets due to impairment losses.
In accordance with ASC Topic 820, 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. ASC Topic 820 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 securities
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 or loss in
shareholders equity. Substantially all of our available-for-sale portfolio consists of
mortgage-backed securities and investment securities issued by GSEs. The fair values for
substantially all of these securities are obtained from an independent nationally recognized
pricing service. Based on the nature of our securities, 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 $7.3 million and $7.1 million at June 30, 2010 and December 31, 2009, respectively, for which
fair values are obtained from quoted market prices in active markets and, as such, are classified
as Level 1.
Page 14
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, 2010 and December 31,
2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at June 30, 2010 using
|
|
|
|
|
|
|
|
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 debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage-backed securities
|
|
$
|
13,825,644
|
|
|
$
|
|
|
|
$
|
13,825,644
|
|
|
$
|
|
|
U.S. government-sponsored
enterprises debt
|
|
|
359,676
|
|
|
|
|
|
|
|
359,676
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total available for sale
debt securities
|
|
$
|
14,185,320
|
|
|
$
|
|
|
|
$
|
14,185,320
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available for sale equity
securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial services industry
|
|
$
|
7,261
|
|
|
$
|
7,261
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total available for sale
equity securities
|
|
|
7,261
|
|
|
|
7,261
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total available for sale securities
|
|
$
|
14,192,581
|
|
|
$
|
7,261
|
|
|
$
|
14,185,320
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at December 31, 2009 using
|
|
|
|
|
|
|
|
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 debt
securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage-backed securities
|
|
$
|
11,116,531
|
|
|
$
|
|
|
|
$
|
11,116,531
|
|
|
$
|
|
|
U.S. government-sponsored
enterprises debt
|
|
|
1,088,165
|
|
|
|
|
|
|
|
1,088,165
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total available for sale
debt securities
|
|
|
12,204,696
|
|
|
|
|
|
|
|
12,204,696
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available for sale equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial services industry
|
|
$
|
7,075
|
|
|
$
|
7,075
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total available for sale
equity securities
|
|
|
7,075
|
|
|
|
7,075
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total available for sale
securities
|
|
$
|
12,211,771
|
|
|
$
|
7,075
|
|
|
$
|
12,204,696
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets that were measured at fair value on a non-recurring basis at June 30, 2010 were limited
to non-performing commercial and construction loans that are collateral dependent and foreclosed
real estate. Commercial and construction loans evaluated for impairment in accordance with
Financial Accounting Standards Board (FASB) guidance amounted to $11.4 million and $11.2 million
at June 30, 2010 and December 31, 2009, respectively. Based on this evaluation, we established an
allowance for loan losses of $2.7 million and $2.1 million for those same respective periods. The
provision for loan losses related to these loans amounted to $659,000 and $484,000 for the first
six months of 2010 and 2009. These 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. Since all of our impaired loans at June 30, 2010 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.
Page 15
Foreclosed real estate represents real estate acquired as a result of foreclosure or by deed in
lieu of foreclosure and is carried 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, foreclosed real estate properties are
classified as Level 3. Foreclosed real estate at June 30, 2010 and December 31, 2009 amounted to
$21.7 million and $16.7 million, respectively. During the first six months of 2010 and 2009,
charge-offs to the allowance for loan losses related to loans that were transferred to foreclosed
real estate amounted to $2.8 million and $1.8 million, respectively. Write downs and net loss on
sale related to foreclosed real estate that were charged to non-interest expense amounted to $1.5
million and $1.6 million for those same respective periods.
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, 2010 and December
31, 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at June 30, 2010 using
|
|
|
Quoted Prices in Active
|
|
Significant Other
|
|
Significant
|
|
Total
|
|
|
Markets for Identical
|
|
Observable Inputs
|
|
Unobservable Inputs
|
|
Gains
|
Description
|
|
Assets (Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
(Losses)
|
|
|
(In thousands)
|
Impaired loans
|
|
$
|
|
|
|
$
|
|
|
|
$
|
11,369
|
|
|
$
|
|
|
Foreclosed real estate
|
|
|
|
|
|
|
|
|
|
|
21,690
|
|
|
|
(1,545
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurments at December 31, 2009 using
|
|
|
Quoted Prices in Active
|
|
Significant Other
|
|
Significant
|
|
Total
|
|
|
Markets for Identical
|
|
Observable Inputs
|
|
Unobservable Inputs
|
|
Gains
|
Description
|
|
Assets (Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
(Losses)
|
|
|
(In thousands)
|
Impaired loans
|
|
$
|
|
|
|
$
|
|
|
|
$
|
11,178
|
|
|
$
|
|
|
Foreclosed real estate
|
|
|
|
|
|
|
|
|
|
|
16,736
|
|
|
|
(2,365
|
)
|
b) Fair Value Disclosures
The fair value of financial instruments represents the estimated amounts at which the asset or
liability could be exchanged in a current transaction between willing parties, other than in a
forced liquidation sale. These estimates are subjective in nature, involve uncertainties and
matters of judgment and, therefore, cannot be determined with precision. Changes in assumptions
could significantly affect the estimates. Further, certain tax implications related to the
realization of the unrealized gains and losses could have a substantial impact on these fair value
estimates and have not been incorporated into any of the estimates.
Carrying amounts of cash, due from banks and federal funds sold are considered to approximate fair
value. The carrying value of Federal Home Loan Bank of New York (FHLB) stock equals cost. The
fair value of FHLB stock is based on redemption at par value.
The fair value of one- to four-family mortgages and home equity loans are generally estimated using
the present value of expected future cash flows, assuming future prepayments and using market rates
for new loans with comparable credit risk. This method of estimating fair value does not
incorporate the exit-price concept of fair value prescribed by ASC 820-10.
Page 16
For time deposits and fixed-maturity borrowed funds, the fair value is estimated by discounting
estimated future cash flows using currently offered rates. Structured borrowed funds are valued
using an option valuation model which uses assumptions for anticipated calls of borrowings based on
market interest rates and weighted-average life. For deposit liabilities payable on demand, the
fair value is the carrying value at the reporting date. There is no material difference between
the fair value and the carrying amounts recognized with respect to our off-balance sheet
commitments.
Other important elements that are not deemed to be financial assets or liabilities and, therefore,
not considered in these estimates include the value of Hudson City Bancorps retail branch delivery
system, its existing core deposit base and banking premises and equipment.
The estimated fair value of Hudson City Bancorps financial instruments are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2010
|
|
December 31, 2009
|
|
|
Carrying
|
|
Estimated
|
|
Carrying
|
|
Estimated
|
|
|
Amount
|
|
Fair Value
|
|
Amount
|
|
Fair Value
|
|
|
(In thousands)
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and due from banks
|
|
$
|
138,112
|
|
|
$
|
138,112
|
|
|
$
|
198,752
|
|
|
$
|
198,752
|
|
Federal funds sold
|
|
|
180,892
|
|
|
|
180,892
|
|
|
|
362,449
|
|
|
|
362,449
|
|
Investment securities held to maturity
|
|
|
5,139,794
|
|
|
|
5,167,785
|
|
|
|
4,187,704
|
|
|
|
4,071,005
|
|
Investment securities available for sale
|
|
|
366,937
|
|
|
|
366,937
|
|
|
|
1,095,240
|
|
|
|
1,095,240
|
|
Federal Home Loan Bank of New York stock
|
|
|
883,190
|
|
|
|
883,190
|
|
|
|
874,768
|
|
|
|
874,768
|
|
Mortgage-backed securities held to maturity
|
|
|
7,619,996
|
|
|
|
7,983,856
|
|
|
|
9,963,554
|
|
|
|
10,324,831
|
|
Mortgage-backed securities available for sale
|
|
|
13,825,644
|
|
|
|
13,825,644
|
|
|
|
11,116,531
|
|
|
|
11,116,531
|
|
Loans
|
|
|
32,062,829
|
|
|
|
34,140,676
|
|
|
|
31,721,154
|
|
|
|
32,758,247
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits
|
|
|
25,168,465
|
|
|
|
25,336,324
|
|
|
|
24,578,048
|
|
|
|
24,913,407
|
|
Borrowed funds
|
|
|
29,975,000
|
|
|
|
33,057,806
|
|
|
|
29,975,000
|
|
|
|
32,485,513
|
|
7. Postretirement Benefit 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 Bancorp, Inc. (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 17
The components of the net periodic expense for the plans were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended June 30,
|
|
|
|
Retirement Plans
|
|
|
Other Benefits
|
|
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
2009
|
|
|
|
(In thousands)
|
|
Service cost
|
|
$
|
1,018
|
|
|
$
|
1,003
|
|
|
$
|
152
|
|
|
$
|
234
|
|
Interest cost
|
|
|
2,076
|
|
|
|
1,863
|
|
|
|
476
|
|
|
|
529
|
|
Expected return on assets
|
|
|
(2,914
|
)
|
|
|
(1,939
|
)
|
|
|
|
|
|
|
|
|
Amortization of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
680
|
|
|
|
824
|
|
|
|
66
|
|
|
|
128
|
|
Unrecognized prior service cost
|
|
|
85
|
|
|
|
85
|
|
|
|
(391
|
)
|
|
|
(391
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost
|
|
$
|
945
|
|
|
$
|
1,836
|
|
|
$
|
303
|
|
|
$
|
500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Six Months Ended June 30,
|
|
|
|
Retirement Plans
|
|
|
Other Benefits
|
|
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
2009
|
|
|
|
(In thousands)
|
|
Service cost
|
|
$
|
2,036
|
|
|
$
|
2,006
|
|
|
$
|
304
|
|
|
$
|
468
|
|
Interest cost
|
|
|
4,152
|
|
|
|
3,726
|
|
|
|
952
|
|
|
|
1,058
|
|
Expected return on assets
|
|
|
(5,828
|
)
|
|
|
(3,878
|
)
|
|
|
|
|
|
|
|
|
Amortization of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
1,360
|
|
|
|
1,648
|
|
|
|
132
|
|
|
|
256
|
|
Unrecognized prior service cost
|
|
|
170
|
|
|
|
170
|
|
|
|
(782
|
)
|
|
|
(782
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost
|
|
|
1,890
|
|
|
|
3,672
|
|
|
|
606
|
|
|
|
1,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We made no contributions to the pension plans during the first six months of 2010 or 2009.
8. Stock-Based Compensation
Stock Option Plans
A summary of the changes in outstanding stock options is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Six Months Ended June 30,
|
|
|
2010
|
|
2009
|
|
|
Number of
|
|
Weighted
|
|
Number of
|
|
Weighted
|
|
|
Stock
|
|
Average
|
|
Stock
|
|
Average
|
|
|
Options
|
|
Exercise Price
|
|
Options
|
|
Exercise Price
|
Outstanding at beginning of period
|
|
|
24,262,692
|
|
|
$
|
12.51
|
|
|
|
26,728,119
|
|
|
$
|
10.35
|
|
Granted
|
|
|
4,195,000
|
|
|
|
13.13
|
|
|
|
3,375,000
|
|
|
|
12.11
|
|
Exercised
|
|
|
(126,387
|
)
|
|
|
6.53
|
|
|
|
(2,564,264
|
)
|
|
|
2.18
|
|
Forfeited
|
|
|
(47,500
|
)
|
|
|
14.79
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at end of period
|
|
|
28,283,805
|
|
|
|
12.63
|
|
|
|
27,538,855
|
|
|
|
11.33
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 (the Committee),
Page 18
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 of stock options made
through December 31, 2009 pursuant to the SIP Plan amounted to 18,887,500 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, 5,535,000 have vesting periods ranging from one to five years and an expiration
period of ten years. The remaining 13,352,500 shares have vesting periods ranging from two to
three years if certain financial performance measures are met. Subject to review and verification
by the Committee, we believe we attained these performance measures and have therefore recorded
compensation expense for these grants.
During 2010, the Committee authorized stock option grants (the 2010 grants) pursuant to the SIP
Plan for 4,195,000 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, 3,700,000 will vest in January 2013 if
certain financial performance measures are met and employment continues through the vesting date
(the 2010 Performance Options). The remaining 495,000 options will vest between January 2011
(the 2010 Retention Options) and April 2011. The 2010 grants have an expiration period of ten
years. We have determined that it is probable these performance measures will be met and have
therefore recorded compensation expense for the 2010 grants in 2010.
The fair value of the 2010 grants was estimated on the date of grant using the Black-Scholes
option-pricing model with the following weighted average assumptions
.
The dividend yield
assumption for the 2010 grants was based on our current declared dividend as a percentage of the
stock price on the grant date. The expected volatility assumption was calculated based on the
weighting of our historical and rolling volatility for the expected term of the option grants. The
risk-free interest rate was determined by reference to the continuously compounded yield on
Treasury obligations for the expected term. The expected option life was based on historic optionee
behavior for prior option grant awards.
As a result of low employee turnover, the assumption regarding the forfeiture rate of option grants
had no effect on the fair value estimate.
|
|
|
|
|
|
|
2010
|
|
2010
|
|
|
Retention Options
|
|
Performance Options
|
Expected dividend yield
|
|
4.57%
|
|
4.57%
|
Expected volatility
|
|
41.30%
|
|
34.58%
|
Risk-free interest rate
|
|
1.65%
|
|
2.55%
|
Expected option life
|
|
3.6 years
|
|
5.6 years
|
Fair value of options granted
|
|
$3.00
|
|
$2.87
|
Compensation expense related to our outstanding stock options amounted to $2.6 million and $3.2
million for the three months ended June 30, 2010 and 2009, respectively, and $5.2 million and $6.9
million, for the six months ended June 30, 2010 and 2009, respectively.
Stock Awards
During 2009, the Committee granted performance-based stock awards (the 2009 stock awards)
pursuant to the SIP Plan for 847,750 shares of our common stock. These shares were issued from
treasury stock and will vest in annual installments over a three-year period if certain performance
measures are met and employment continues through the vesting date. None of these shares may be
sold or transferred before
their January 2012 vesting date. We have determined that it is probable these performance measures
will be met and have therefore recorded compensation expense for the 2009 stock awards in 2010.
Expense for the 2009 stock awards is recognized over the vesting period and is based on the fair
value of the shares on the grant date which was $12.03. In addition to the 2009 stock awards,
grants were made in 2010 (the
Page 19
2010 stock awards) pursuant to the SIP Plan for 18,000 shares of
our common stock. Expense for the 2010 stock awards is recognized over the vesting period of three
years and is based on the fair value of the shares on the grant date which was $13.12. Total
compensation expense for stock awards amounted to $870,000 and $1.1 million for the three months
ended June 30, 2010 and 2009, respectively, and $2.0 million and $2.3 million, for the six months
ended June 30, 2010 and 2009, respectively.
9. Recent Accounting Pronouncements
In July 2010, FASB issued an accounting standards update regarding disclosures about the credit
quality of financing receivables and the allowance for credit losses. This update amends Topic 310
to improve the disclosures that an entity provides about the credit quality of its financing
receivables and the related allowance for credit losses. As a result of these amendments, an entity
is required to disaggregate by portfolio segment or class certain existing disclosures and provide
certain new disclosures about its financing receivables and related allowance for credit losses.
This update is effective for interim and annual reporting periods ending on or after December 15,
2010. We do not expect that this accounting standard update will have a material impact on our
financial condition, results of operations or financial statement disclosures.
In April 2010, FASB issued an accounting standards update regarding the effect of a loan
modification when the loan is part of a pool that is accounted for as a single asset. This update
clarifies that modifications of loans that are accounted for within a pool under Subtopic 310-30,
which provides guidance on accounting for acquired loans that have evidence of credit deterioration
upon acquisition, do not result in the removal of those loans from the pool even if the
modification would otherwise be considered a troubled debt restructuring. An entity will continue
to be required to consider whether the pool of assets in which the loan is included is impaired if
expected cash flows for the pool change. The amendments do not affect the accounting for loans
under the scope of Subtopic 310-30 that are not accounted for within pools. Loans accounted for
individually under Subtopic 310-30 continue to be subject to the troubled debt restructuring
accounting provisions within Subtopic 310-40. This update is effective in the first interim or
annual period ending on or after July 15, 2010. We do not expect that this accounting standard
update will have a material impact on our financial condition, results of operations or financial
statement disclosures.
In January 2010, 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 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, and for
interim periods within those fiscal years. The effective portions of this accounting standards
update did not affect our financial condition, results of operations or financial statement
disclosures, and we do not expect that the remaining portions of this accounting standard update
will have a material impact on our financial condition, results of operations or financial
statement disclosures.
In December 2009, the FASB issued an accounting standards update which amends the FASB Accounting
Standards Codification for the issuance of FASB Statement No. 167, Amendments to FASB
Interpretation No. 46(R). The amendments in this accounting standards update replace the
quantitative-based risks and
Page 20
rewards calculation for determining which reporting entity, if any,
has a controlling financial interest in a variable interest entity with an approach focused on
identifying which reporting entity has the power to direct the activities of a variable interest
entity that most significantly impact the entitys economic performance and (1) the obligation to
absorb losses of the entity or (2) the right to receive benefits from the entity. An approach that
is expected to be primarily qualitative will be more effective for identifying which reporting
entity has a controlling financial interest in a variable interest entity. The amendments in this
update also require additional disclosures about a reporting entitys involvement in variable
interest entities, which will enhance the information provided to users of financial statements.
This accounting standards update was effective for fiscal years beginning after November 15, 2009.
This accounting standards update did not affect our financial condition, results of operations or
financial statement disclosures.
In December 2009, the FASB issued an accounting standards update which amends the FASB Accounting
Standards Codification for the issuance of FASB Statement No. 166, Accounting for Transfers of
Financial Assetsan amendment of FASB Statement No. 140. The amendments in this accounting
standards update improve financial reporting by eliminating the exceptions for qualifying
special-purpose entities from the consolidation guidance and the exception that permitted sale
accounting for certain mortgage securitizations when a transferor has not surrendered control over
the transferred financial assets. In addition, the amendments require enhanced disclosures about
the risks that a transferor continues to be exposed to because of its continuing involvement in
transferred financial assets. Comparability and consistency in accounting for transferred financial
assets will also be improved through clarifications of the requirements for isolation and
limitations on portions of financial assets that are eligible for sale accounting. This accounting
standards update was effective as of the beginning of each reporting entitys first annual
reporting period that begins after November 15, 2009, for interim periods within that first annual
reporting period, and for interim and annual reporting periods thereafter. This accounting
standards update did not affect our financial condition, results of operations or financial
statement disclosures.
Page 21
Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations
Executive Summary
We continue to focus on our traditional consumer-oriented business model by growing our franchise
through the origination and purchase of one- to four-family mortgage loans. We have traditionally
funded this loan production with customer deposits and borrowings. During the first six months of
2010 we were able to fund substantially all of our loan growth with deposit growth.
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, the
prepayment rate on our mortgage-related assets and the calls of our borrowings. Our results of
operations may also be affected significantly by national 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 Board of Governors of the Federal Reserve System (the
FOMC) noted that the economic outlook softened somewhat in the second quarter of 2010 but that
the economy is continuing to grow although at a slower pace than anticipated. The national
unemployment rate decreased to 9.5% in June 2010 as compared to 9.7% in March 2010 and 10.0% in
December 2009. Although there has been recent improvement in the economy, the FOMC decided to
maintain the overnight lending rate at zero to 0.25% during the second quarter of 2010. As a
result, short-term market interest rates have remained at low levels during the second quarter of
2010. This allowed us to continue to re-price our short-term deposits thereby reducing our cost of
funds. The yields on mortgage-related assets have also remained at relatively low levels as the 10
year treasury fell below 3.00% during the second quarter of 2010. Our net interest rate spread
remained unchanged at 1.89% for the second quarter of 2010 as compared to the second quarter of
2009 and our net interest margin decreased to 2.13% for the second quarter of 2010 as compared to
2.20% for the linked first quarter of 2010 and 2.18% for the second quarter of 2009. While our
deposits continued to reprice to lower rates during the second quarter of 2010, the low market
interest rates resulted in lower yields on our mortgage-related interest-earning assets as
customers refinanced to lower mortgage rates and our new loan production and asset purchases were
at the current low market interest rates. Mortgage-related assets represented 87.8% of our average
interest-earning assets during the second quarter of 2010.
On March 4, 2010, Hudson City Savings filed the Application with the OCC to convert from a
federally chartered stock savings bank to a national bank. If the Application is approved, Hudson
City Savings will no longer be a federal savings bank subject to the regulation and examination of
the OTS and will become a national bank subject to the regulation and examination of the OCC. In
addition, the Company will cease being a savings and loan holding company subject to the regulation
and supervision of the OTS and will become a bank holding company subject to the regulation and
supervision of the Board of Governors of the FRB.
We cannot provide assurance as to whether the Application will be
approved or the timing of any approval.
Page 22
On July 21, 2010, President Obama signed the Reform Act. The Reform Act, among other things,
effectively merges the OTS into the OCC, with the OCC assuming all functions and authority from the
OTS relating to federally chartered savings banks, and the FRB assuming all functions and authority
from the OTS relating to savings and loan holding companies.
Whether the aforementioned application is approved by the OCC or upon implementation of the Reform
Act, Hudson City Savings will be regulated by the OCC and the Company will be regulated by the FRB.
See Risk Factors The adoption of regulatory reform legislation may have a material effect on
our operations and capital requirements.
Net income amounted to $142.6 million for the second quarter of 2010, as compared to $127.9 million
for the second quarter of 2009. Net income increased 14.1% for the first six months of 2010 to
$291.5 million as compared to $255.6 million for the first six months of 2009. The increase in net
income reflects an increase in net interest income, an increase in realized gains from securities
transactions and the absence of the FDIC special assessment offset, in part, by significantly
higher deposit insurance fees as well as a higher provision for loan losses.
For the quarter ended June 30, 2010, our annualized return on average assets and average
shareholders equity were 0.93% and 10.42%, respectively, as compared to 0.91% and 9.98%,
respectively, for the corresponding period in 2009. For the six months ended June 30, 2010, our
annualized return on average assets and average shareholders equity were 0.96% and 10.69%,
respectively, as compared to 0.92% and 10.09%, respectively, for the corresponding period in 2009.
The increases in our return on average equity and average assets are due primarily to the increase
in our net income for the three and six months ended June 30, 2010 as compared to the same periods
in 2009.
Net interest income increased $15.1 million, or 5.0%, to $317.5 million for the second quarter of
2010 as compared to $302.4 million for the second quarter of 2009. Net interest income increased
primarily as a result of the growth in the average balance of our mortgage loan portfolio which is
our highest-yielding interest-earning asset. During the second quarter of 2010, our net interest
rate spread remained unchanged at 1.89% and our net interest margin decreased 5 basis points to
2.13% for the second quarter of 2010 from 2.18% for the second quarter of 2009. Our net interest
margin decreased during the second quarter of 2010 as the average yield on interest-earning assets
and the average cost of interest-bearing liabilities both decreased while the average balance of
interest-earning assets increased. Net interest income increased $62.5 million, or 10.7%, to
$648.7 million for the first six months of 2010 as compared to $586.2 million for the same period
in 2009. During the first six months of 2010, our net interest rate spread increased 12 basis
points to 1.93% and our net interest margin increased 5 basis points to 2.17% as compared to 2.12%
for the same period in 2009.
The provision for loan losses amounted to $50.0 million for the second quarter of 2010 and $100.0
million for the six months ended June 30, 2010 as compared to $32.5 million and $52.5 million for
the same respective periods in 2009. The increase in the provision for loan losses for the quarter
ended June 30, 2010 and the resulting increase in the allowance for loan losses (ALL) is due
primarily to the increase in non-performing loans during the first six months of 2010, continuing
elevated levels of unemployment and an increase in net charge-offs. In addition, although home
prices appear to have started to stabilize, they are still declining
slightly in our primary lending market. Non-performing loans were $790.1 million or 2.46% of total loans at June 30, 2010
as compared to $627.7 million or 1.98% of total loans at December 31, 2009. While national
economic activity appears to be showing signs of
Page 23
improvement, the continued high unemployment
levels have negatively impacted the financial condition
of residential borrowers and their ability to remain current on their mortgage loans. As a result,
we experienced increases in loan delinquencies and loan loss experience, which resulted in
increased levels of charge-offs. These factors contributed to an increase in our provision for
loan losses for the first six months of 2010 and resulted in an increase in our ALL.
Total non-interest income was $33.2 million for the second quarter of 2010 as compared to $26.6
million for the same quarter in 2009. Included in non-interest income were net gains on securities
transactions of $30.6 million, which resulted from the sale of $515.2 million of mortgage-backed
securities available-for-sale. Total non-interest income for the six months ended June 30, 2010
was $66.2 million compared with $28.9 million for the comparable period in 2009. Included in
non-interest income for the six months ended June 30, 2010 were net gains on securities
transactions of $61.4 million which resulted from the sale of $1.09 billion of mortgage-backed
securities available-for-sale. Included in non-interest income for the six months ended June 30,
2009 were net gains on securities transactions of $24.2 million substantially all of which resulted
from the sale of $761.6 million of mortgage-backed securities available-for-sale.
Total non-interest expense decreased $20.3 million, or 23.9%, to $64.6 million for the second
quarter of 2010 from $84.9 million for the second quarter of 2009. The decrease is primarily due to
the absence of the Federal Deposit Insurance Corporation (FDIC) special assessment of $21.1
million that was assessed during the second quarter of 2009 and a $3.6 million decrease in
compensation and employee benefits expense, primarily due to a decrease in stock benefit plan
expense. These decreases were partially offset by an increase of $3.6 million in federal deposit
insurance expense. Total non-interest expense decreased $8.6 million, or 6.2%, to $131.1 million
for the first six months of 2010 from $139.7 million for the first six months of 2009 due primarily
to the absence of the FDIC special assessment of $21.1 million and a $2.1 million decrease in
compensation and employee benefits expense, primarily due to a decrease in stock benefit plan
expense. These decreases were partially offset by an increase of $13.5 million in Federal deposit
insurance expense.
We grew our assets by 1.1% to $60.93 billion at June 30, 2010 from $60.27 billion at December 31,
2009. However, total assets decreased $298.5 million from March 31, 2010. Our growth rate slowed
during the first six months of 2010 as loan repayments and prepayments on mortgage-backed
securities remained at elevated levels. During this same time period, available reinvestment
yields on the types of assets in which we invest also decreased. We lowered our deposit rates
beginning in the first quarter of 2010 to slow our deposit growth from 2009 levels since the low
yields that are available to us for mortgage-related assets and investment securities have made a
growth strategy less prudent until market conditions improve.
Loans increased $341.7 million to $32.06 billion at June 30, 2010 from $31.72 billion at December
31, 2009. Our loan production was $3.37 billion for the first six months of 2010 partially offset
by $2.90 billion in principal repayments. Loan origination activity continues to be strong as a
result of an increase in mortgage refinancing caused by market interest rates that remain at
near-historic lows. The refinancing activity has also caused increased levels of repayments to
continue in 2010 as some of our customers refinanced with other banks.
Total securities increased $589.4 million to $26.95 billion at June 30, 2010 from $26.36 billion at
December 31, 2009. The increase in securities was primarily due to purchases of mortgage-backed and
investment securities of
Page 24
$6.01 billion and $3.00 billion, respectively, partially offset by
principal collections on mortgage-backed securities of $4.58 billion and sales of mortgage-backed
securities of $1.09 billion and calls of investment securities of $2.70 billion. The securities
purchased were all issued by GSEs. Total securities
decreased $166.6 million from
March 31, 2010 as we slowed our growth rate from the 2009 levels since the low yields that are
available to us for mortgage-related assets and investment securities have made a growth strategy
less prudent until market conditions improve.
The increase in our total assets during the first six months of 2010 was funded primarily by an
increase in customer deposits. Deposits increased $590.4 million to $25.17 billion at June 30,
2010 from $24.58 billion at December 31, 2009. The increase in deposits was attributable to growth
in our time deposits and money market accounts. Borrowed funds remained unchanged at $29.98
billion at June 30, 2010.
Comparison of Financial Condition at June 30, 2010 and December 31, 2009
During the first six months of 2010, our total assets increased $665.4 million, or 1.1%, to $60.93
billion at June 30, 2010 from $60.27 billion at December 31, 2009. The increase in total
assets reflected a $365.6 million increase in total mortgage-backed securities and a $341.7 million
increase in net loans. Total assets decreased $298.5 million from March 31, 2010 as
mortgage refinancing activity caused an increase in loan repayments and prepayments on
mortgage-backed securities remained at elevated levels. During this same time period, available
reinvestment yields on these types of assets also decreased. We lowered our deposit rates
beginning in the first quarter of 2010 to slow our deposit growth from the 2009 levels since the
low yields that are available to us for mortgage loans and investment securities have made a growth
strategy less prudent until market conditions improve.
The increase in loans reflects our historical focus on loan portfolio growth through the
origination of one- to four-family first mortgage loans in New Jersey, New York, Pennsylvania and
Connecticut and, to a lesser extent, the continued purchase of mortgage loans. We are a portfolio
lender and do not sell loans in the secondary market or to the GSEs. During the first six months
of 2010, we originated $2.83 billion and purchased $542.2 million of loans, compared to
originations of $2.97 billion and purchases of $1.88 billion for the comparable period in 2009.
The origination and purchases of loans were partially offset by principal repayments of $2.90
billion in the first six months of 2010 as compared to $3.50 billion for the first six months of
2009. Loan origination activity continues to be strong as a result of an increase in mortgage
refinancing caused by market interest rates that remain at near-historic lows. The refinancing
activity has also caused increased levels of repayments to continue in 2010 as some of our
customers refinanced with other banks. Our loan purchase activity has significantly declined as the
GSEs have been actively purchasing loans as part of their efforts to keep mortgage rates low to
support the housing market during the recent economic recession. As a result, the sellers we have
historically purchased loans from are selling to the GSEs. We expect that the amount of loan
purchases may continue to be at reduced levels for the near-term.
Our first mortgage loan originations and purchases during the first six months of 2010 were
substantially all in one-to four-family mortgage loans. Approximately 58.0% of mortgage loan
originations for the first six months of 2010 were variable-rate loans as compared to approximately
45.0% for the comparable period in 2009. Approximately 73.0% of mortgage loans purchased for the
six months ended June 30, 2010 were fixed-rate mortgage loans. Fixed-rate mortgage loans accounted
for 67.3% of our first mortgage loan portfolio at June 30, 2010 and 69.1% at December 31, 2009.
Non-performing loans amounted to $790.1 million, or 2.46%, of total loans at June 30, 2010 as
compared to $627.7 million, or 1.98%, of total loans at December 31, 2009.
Total mortgage-backed securities increased $365.6 million to $21.45 billion at June 30, 2010 from
$21.08 billion at December 31, 2009. This increase in total mortgage-backed securities resulted
from the
Page 25
purchase of $6.01 billion of mortgage-backed securities issued by GSEs, substantially all
of which were adjustable-rate. The increase was partially offset by repayments of $4.58 billion and
sales of $1.09 billion.
At June 30, 2010, variable-rate mortgage-backed securities accounted for 78.6% of our portfolio
compared with 70.7% at December 31, 2009. The purchase of variable-rate mortgage-backed securities
is a component of our interest rate risk management strategy. Since our loan portfolio includes a
concentration 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 mortgage-backed securities decreased $327.8 million from March 31, 2010 as we slowed our
growth rate from the 2009 levels since the low yields that are available to us for mortgage loans
and investment securities have made a growth strategy less prudent until market conditions improve.
Total investment securities increased $223.8 million to $5.51 billion at June 30, 2010 as
compared to $5.28 billion at December 31, 2009. The increase in investment securities
is primarily due to purchases of $3.00 billion, substantially offset by calls of investment
securities of $2.70 billion.
Since we invest primarily in securities issued by GSEs, 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.
Total cash and cash equivalents decreased $242.2 million to $319.0 million at June 30, 2010 as
compared to $561.2 million at December 31, 2009. Other assets decreased $16.8 million to $187.8
million at June 30, 2010 as compared to $204.6 million at December 31, 2009.
Total liabilities increased $461.3 million, or 0.8%, to $55.39 billion at June 30, 2010 from $54.93
billion at December 31, 2009 due to an increase in deposits.
Total deposits increased $590.4 million, or 2.4%, to $25.17 billion at June 30, 2010 as
compared to $24.58 billion at December 31, 2009. The increase in total deposits reflected a
$386.1 million increase in our interest-bearing transaction accounts and savings accounts, a $159.9
million increase in our time deposits, and a $15.7 million increase in our money market checking
accounts. The increase in our interest-bearing transaction accounts is primarily due to a $310.0
million increase in our High Value checking account product. 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. Our deposit growth slowed during the first six
months of 2010. During the second quarter of 2010, deposits decreased by $220.3 million from March
31, 2010. We lowered our deposit rates to slow our deposit growth from the 2009 levels since the
low yields that are available to us for mortgage-related assets and investment securities have made
a growth strategy less prudent until market conditions improve. We had 134 branches at June 30,
2010 as compared to 131 branches at December 31, 2009.
Borrowings amounted to $29.98 billion at June 30, 2010, unchanged from December 31, 2009. During
the first six months of 2010, we modified $3.18 billion of borrowings to extend the call dates of
the borrowings by at least four years, thereby reducing our interest rate risk in a rising interest rate environment and the
amount of borrowings that may be called in any one quarter. Borrowed funds at June 30, 2010 were
comprised of $14.88 billion of FHLB advances and $15.10 billion of securities sold under agreements
to repurchase.
Substantially all of our borrowings are callable quarterly at the discretion of the lender after an
initial no-call period of one to five years with a final maturity of ten years. We have used this
type of borrowing primarily to fund our loan growth because these borrowings have a longer duration
than shorter-term non-callable borrowings and have a lower cost than a non-callable borrowing with
a maturity date similar to the initial call date of the callable borrowing. At June 30, 2010, we
had $22.53 billion of borrowed funds
Page 26
with call dates within one year. If interest rates were to
decrease, or remain consistent with current rates, we believe these borrowings would probably not
be called and our average cost of existing borrowings
would not decrease even as market interest rates decrease. Conversely, if interest rates increase
above the market interest rate for similar borrowings, we believe these borrowings would likely be
called at their next call date and our cost to replace these
borrowings would increase. However, we
believe, given current market conditions, that the likelihood that a significant portion of these
borrowings would be called will not increase substantially unless interest rates were to increase
by at least 300 basis points.
The Company has two collateralized borrowings in the form of repurchase agreements totaling $100.0
million with Lehman Brothers, Inc. Lehman Brothers, Inc. is currently in liquidation under the
Securities Industry Protection Act. Mortgage-backed securities with an amortized cost of
approximately $114.5 million are pledged as collateral for these borrowings and we have demanded
the return of this collateral. We believe that we have the legal right to setoff our obligation to
repay the borrowings against our right to the return of the mortgage-backed securities pledged as
collateral. As a result, we believe that our potential economic loss from Lehman Brothers failure
to return the collateral is limited to the excess market value of the collateral over the $100
million repurchase price. We intend to pursue full recovery of the pledged collateral in
accordance with the contractual terms of the repurchase agreements. There can be no assurances
that the final settlement of this transaction will result in the full recovery of the collateral or
the full amount of the claim. We have not recognized a loss in our financial statements
related to these repurchase agreements as we have concluded that a loss in neither probable or
estimable at June 30, 2010.
Other liabilities decreased to $246.4 million at June 30, 2010 as compared to $275.6 million
at December 31, 2009. The decrease is primarily the result of a decrease in accrued taxes of $33.0
million.
Total shareholders equity increased $204.1 million to $5.54 billion at June 30, 2010 from $5.34
billion at December 31, 2009. The increase was primarily due to net income of $291.5 million for
the six months ended June 30, 2010 and a $46.2 million increase in accumulated other comprehensive
income primarily due to an increase in the net unrealized gain on securities available-for-sale.
These increases to shareholders equity were partially offset by cash dividends paid to common
shareholders of $147.9 million. The accumulated other comprehensive income of $230.7 million at
June 30, 2010 included a $251.4 million after-tax net unrealized gain on securities
available-for-sale ($425.0 million pre-tax) partially offset by a $20.7 million after-tax
accumulated other comprehensive loss related to the funded status of our employee benefit plans.
As of June 30, 2010, there remained 50,123,550 shares that may be purchased under our existing
stock repurchase programs. We did not repurchase any shares of our common stock during the first
six months of 2010. Our capital ratios remain in excess of the regulatory requirements for a
well-capitalized bank. See Liquidity and Capital Resources.
At June 30, 2010, our shareholders equity to asset ratio was 9.10% compared with 8.86% at December
31, 2009. For the six months ended June 30, 2010, the ratio of average shareholders equity to
average assets was 8.96% compared with 9.08% for the six months ended June 30, 2009. The slightly
lower equity-to-assets ratios reflect our asset growth during the second half of 2009 and the first
half of 2010 as well as the payment of dividends. 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 $11.25 at June 30, 2010
and $10.85 at December 31,
Page 27
2009. Our tangible book value per share, calculated by deducting
goodwill and the core deposit intangible from shareholders equity, was $10.93 as of June 30, 2010
and $10.53 at December 31, 2009.
Page 28
Comparison of Operating Results for the Three-Month Periods Ended June 30, 2010 and 2009
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, 2010 and 2009. 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 Three Months Ended June 30,
|
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
|
Average
|
|
|
|
|
|
|
Yield/
|
|
|
Average
|
|
|
|
|
|
|
Yield/
|
|
|
|
Balance
|
|
|
Interest
|
|
|
Cost
|
|
|
Balance
|
|
|
Interest
|
|
|
Cost
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-earnings assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First mortgage loans, net (1)
|
|
$
|
31,614,795
|
|
|
$
|
426,244
|
|
|
|
5.39
|
%
|
|
$
|
29,693,723
|
|
|
$
|
413,282
|
|
|
|
5.57
|
%
|
Consumer and other loans
|
|
|
349,749
|
|
|
|
4,654
|
|
|
|
5.32
|
|
|
|
386,060
|
|
|
|
5,427
|
|
|
|
5.62
|
|
Federal funds sold and other overnight deposits
|
|
|
886,378
|
|
|
|
576
|
|
|
|
0.26
|
|
|
|
477,376
|
|
|
|
187
|
|
|
|
0.16
|
|
Mortgage-backed securities at amortized cost
|
|
|
20,570,629
|
|
|
|
222,109
|
|
|
|
4.32
|
|
|
|
19,640,390
|
|
|
|
248,476
|
|
|
|
5.06
|
|
Federal Home Loan Bank stock
|
|
|
882,819
|
|
|
|
9,167
|
|
|
|
4.15
|
|
|
|
879,323
|
|
|
|
12,044
|
|
|
|
5.48
|
|
Investment securities, at amortized cost
|
|
|
5,109,046
|
|
|
|
54,830
|
|
|
|
4.29
|
|
|
|
4,180,303
|
|
|
|
48,343
|
|
|
|
4.63
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-earning assets
|
|
|
59,413,416
|
|
|
|
717,580
|
|
|
|
4.83
|
|
|
|
55,257,175
|
|
|
|
727,759
|
|
|
|
5.27
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest-earnings assets (4)
|
|
|
1,600,216
|
|
|
|
|
|
|
|
|
|
|
|
1,211,856
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$
|
61,013,632
|
|
|
|
|
|
|
|
|
|
|
$
|
56,469,031
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Shareholders Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Savings accounts
|
|
$
|
834,784
|
|
|
|
1,555
|
|
|
|
0.75
|
|
|
$
|
743,736
|
|
|
|
1,394
|
|
|
|
0.75
|
|
Interest-bearing transaction accounts
|
|
|
2,374,298
|
|
|
|
6,288
|
|
|
|
1.06
|
|
|
|
1,739,356
|
|
|
|
8,039
|
|
|
|
1.85
|
|
Money market accounts
|
|
|
5,179,001
|
|
|
|
12,958
|
|
|
|
1.00
|
|
|
|
3,417,795
|
|
|
|
16,253
|
|
|
|
1.91
|
|
Time deposits
|
|
|
16,302,646
|
|
|
|
74,869
|
|
|
|
1.84
|
|
|
|
14,461,215
|
|
|
|
97,568
|
|
|
|
2.71
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing deposits
|
|
|
24,690,729
|
|
|
|
95,670
|
|
|
|
1.55
|
|
|
|
20,362,102
|
|
|
|
123,254
|
|
|
|
2.43
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase agreements
|
|
|
15,100,000
|
|
|
|
154,992
|
|
|
|
4.12
|
|
|
|
15,100,934
|
|
|
|
152,025
|
|
|
|
4.04
|
|
Federal Home Loan Bank of New York advances
|
|
|
14,875,000
|
|
|
|
149,404
|
|
|
|
4.03
|
|
|
|
15,000,178
|
|
|
|
150,083
|
|
|
|
4.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total borrowed funds
|
|
|
29,975,000
|
|
|
|
304,396
|
|
|
|
4.07
|
|
|
|
30,101,112
|
|
|
|
302,108
|
|
|
|
4.03
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing liabilities
|
|
|
54,665,729
|
|
|
|
400,066
|
|
|
|
2.94
|
|
|
|
50,463,214
|
|
|
|
425,362
|
|
|
|
3.38
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest-bearing deposits
|
|
|
594,131
|
|
|
|
|
|
|
|
|
|
|
|
544,230
|
|
|
|
|
|
|
|
|
|
Other noninterest-bearing liabilities
|
|
|
278,876
|
|
|
|
|
|
|
|
|
|
|
|
332,295
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total noninterest-bearing liabilities
|
|
|
873,007
|
|
|
|
|
|
|
|
|
|
|
|
876,525
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
55,538,736
|
|
|
|
|
|
|
|
|
|
|
|
51,339,739
|
|
|
|
|
|
|
|
|
|
Shareholders equity
|
|
|
5,474,896
|
|
|
|
|
|
|
|
|
|
|
|
5,129,292
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Shareholders Equity
|
|
$
|
61,013,632
|
|
|
|
|
|
|
|
|
|
|
$
|
56,469,031
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income/net interest rate spread (2)
|
|
|
|
|
|
$
|
317,514
|
|
|
|
1.89
|
|
|
|
|
|
|
$
|
302,397
|
|
|
|
1.89
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest-earning assets/net interest margin (3)
|
|
$
|
4,747,687
|
|
|
|
|
|
|
|
2.13
|
%
|
|
$
|
4,793,961
|
|
|
|
|
|
|
|
2.18
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of interest-earning assets to
interest-bearing liabilities
|
|
|
|
|
|
|
|
|
|
|
1.09
|
x
|
|
|
|
|
|
|
|
|
|
|
1.09
|
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.
|
|
(4)
|
|
Includes the average balance of principal receivable related to FHLMC mortgage-backed
securities of $397.8 million and $188.9 million
for the quarters ended June 30, 2010 and 2009, respectively.
|
Page 29
General.
Net income was $142.6 million for the second quarter of 2010, an increase of $14.7
million, or 11.5%, compared with net income of $127.9 million for the second quarter of 2009. Both
basic and diluted earnings per common share were $0.29 for the second quarter of 2010 as compared
to $0.26 for both basic and diluted earnings per share for the second quarter of 2009. For the
second quarter of 2010, our annualized return on average shareholders equity was 10.42%, compared
with 9.98% for the corresponding period in 2009. Our annualized return on average assets for the
second quarter of 2010 was 0.93% as compared to 0.91% for the second quarter of 2009. 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 2010.
Interest and Dividend Income.
Total interest and dividend income for the second quarter of 2010
decreased $10.2 million, or 1.4%, to $717.6 million from $727.8 million for the second quarter of
2009. The decrease in total interest and dividend income was primarily due to a decrease of 44
basis points in the annualized weighted-average yield to 4.83% for the quarter ended June 30, 2010
from 5.27% for the same quarter in 2009. The decrease in the annualized weighted-average yield was
partially offset by an increase in the average balance of total interest-earning assets of $4.15
billion, or 7.5%, to $59.41 billion for the second quarter of 2010 as compared to $55.26 billion
for the second quarter of 2009.
Interest on first mortgage loans increased $12.9 million to $426.2 million for the second quarter
of 2010 as compared to $413.3 million for the same quarter in 2009. This was primarily due to a
$1.92 billion increase in the average balance of first mortgage loans, which reflected our
historical emphasis on the growth of our mortgage loan portfolio. However, during 2010 the growth
rate of our mortgage loan portfolio slowed significantly as refinancing activity resulted in
continued elevated levels of loan repayments and weak real estate markets resulted in decreased
home purchase mortgage activity. In addition, loan purchase activity has significantly declined as
the GSEs have been actively purchasing loans as part of their efforts to keep mortgage rates low to
support the housing market during the recent economic recession. As a result, the sellers we have
historically purchased loans from are selling to the GSEs. The increase in the average balance of
first mortgage loans was partially offset by an 18 basis point decrease in the weighted-average
yield to 5.39% from 5.57% for the second quarter of 2009. The decrease in the average yield earned
was due to lower market interest rates on mortgage products and also due to the continued mortgage
refinancing activity. During the first six months of 2010, existing mortgage customers refinanced
or modified approximately $1.14 billion in mortgage loans with a weighted average rate of 5.93% to
a new weighted average rate of 5.10%. We allow existing customers to modify their mortgage loans,
for a fee, with the intent of maintaining our customer relationship in periods of extensive
refinancing due to a low interest rate environment. The modification changes the existing interest
rate to the market rate for a product currently offered by us with a similar or reduced term. We
generally do not extend the maturity date of the loan. To qualify for a modification, the loan
should be current and our review of past payment performance should indicate that no payments were
past due in any of the 12 preceding months. In general, all other terms and conditions of the
existing mortgage remain the same.
Interest on consumer and other loans decreased $773,000 to $4.7 million for the second quarter of
2010 from $5.4 million for the second quarter of 2009. The average balance of consumer and other
loans decreased $36.4 million to $349.7 million for the second quarter of 2010 as compared to
$386.1 million for the second quarter of 2009 and the average yield earned decreased 30 basis
points to 5.32% as compared to 5.62% for the same respective periods.
Interest on mortgage-backed securities decreased $26.4 million to $222.1 million for the second
quarter of 2010 from $248.5 million for the second quarter of 2009. This decrease was due
primarily to a 74 basis point decrease in the weighted-average yield to 4.32% for the second
quarter of 2010 from 5.06% for the
Page 30
second quarter of 2009. The decrease in the weighted-average
yield was partially offset by a $930.2
million increase in the average balance of mortgage-backed securities to $20.57 billion during the
second quarter of 2010 as compared to $19.64 billion for the second quarter of 2009.
The increases in the average balances of mortgage-backed securities were due to purchases of these
securities. We purchase these securities as part of our overall management of interest rate risk
and to provide us with a source of monthly cash flows. The decrease in the weighted average yield
on mortgage-backed securities is a result of lower yields on securities purchased during the second
half of 2009 and the first six months of 2010 when market interest rates were lower than the yield
earned on the existing portfolio.
Interest on investment securities increased $6.5 million to $54.8 million during the second quarter
of 2010 as compared to $48.3 million for the second quarter of 2009. This increase was due
primarily to a $928.7 million increase in the average balance of investment securities to $5.11
billion for the second quarter of 2010 from $4.18 billion for the second quarter of 2009. The
impact on interest income from the increase in the average balance of investment securities was
partially offset by a decrease in the average yield of investment securities of 34 basis points to
4.29% for the second quarter of 2010 from 4.63% for the second quarter of 2009.
Dividends on FHLB stock decreased $2.8 million, or 23.3%, to $9.2 million for the second quarter of
2010 as compared to $12.0 million for the second quarter of 2009. This decrease was due primarily
to a 133 basis point decrease in the average dividend yield earned to 4.15% as compared to 5.48%
for the second quarter of 2009. The decrease in dividend income was partially offset by a $3.5
million increase in the average balance to $882.8 million for the second quarter of 2010 as
compared to $879.3 million for the same period in 2009.
Interest on Federal funds sold amounted to $576,000 for the second quarter of 2010 as compared to
$187,000 for the second quarter of 2009. The average balance of Federal funds sold amounted to
$886.4 million for the second quarter of 2010 as compared to $477.4 million for the second quarter
of 2009. The yield earned on Federal funds sold was 0.26% for the second quarter of 2010 and 0.16%
for the second quarter of 2009. The increase in the average balance of Federal funds sold is a
result of liquidity provided by increased levels of repayments on mortgage-related assets and calls
of investment securities.
Interest Expense.
Total interest expense for the quarter ended June 30, 2010 decreased $25.3
million, or 6.0%, to $400.1 million as compared to $425.4 million for the quarter ended June 30,
2009. This decrease was primarily due to a 44 basis point decrease in the weighted-average cost of
total interest-bearing liabilities to 2.94% for the quarter ended June 30, 2010 compared with 3.38%
for the quarter ended June 30, 2009. The decrease was partially offset by a $4.21 billion, or 8.3%,
increase in the average balance of total interest-bearing liabilities to $54.67 billion for the
quarter ended June 30, 2010 compared with $50.46 billion for the second quarter of 2009. This
increase in interest-bearing liabilities was primarily used to fund asset growth.
Interest expense on our time deposit accounts decreased $22.7 million to $74.9 million for the
second quarter of 2010 as compared to $97.6 million for the second quarter of 2009. This decrease
was due to a decrease in the annualized weighted-average cost of 87 basis points to 1.84% for the
second quarter of 2010 from 2.71% for the second quarter of 2009 as maturing time deposits were
renewed or replaced by new time deposits at lower rates. This decrease was partially offset by a
$1.84 billion increase in the average balance of time deposit accounts to $16.30 billion for the
second quarter of 2010 as compared to $14.46 billion for the second quarter of 2009. Interest
expense on money market accounts decreased $3.3
Page 31
million to $13.0 million for the second quarter of
2010 from $16.3 million for the same period in 2009. This decrease was due to a decrease in the
annualized weighted-average cost of 91 basis points to 1.00%
for the second quarter of 2010 from 1.91% for the second quarter of 2009. This decrease was
partially offset by an increase in the average balance of $1.76 billion to $5.18 billion for the
second quarter of 2010 as compared to $3.42 billion for the second quarter of 2009. Interest
expense on our interest-bearing transaction accounts decreased $1.7 million to $6.3 million for the
second quarter of 2010 from $8.0 million for the same period in 2009. The decrease is due to a 79
basis point decrease in the annualized weighted-average cost to 1.06%, partially offset by a $634.9
million increase in the average balance to $2.37 billion for the second quarter of 2010 as compared
to $1.74 billion for the second quarter of 2009.
The increases in the average balances of interest-bearing deposits reflect our expanded branch
network and our historical efforts to grow deposits in our existing branches by offering
competitive rates. Also, in response to the economic conditions in 2009, we believe that
households increased their personal savings and customers sought insured bank deposit products as
an alternative to investments such as equity securities and bonds. We believe these factors
contributed to our deposit growth. However, during the second quarter of 2010, total deposits
decreased $220.3 million from March 31, 2010. We lowered our deposit rates in order to slow our deposit
growth from the 2009 levels since the low yields that are available to us for mortgage-related
assets and investment securities have made a growth strategy less prudent until market conditions
improve. The decrease in the average cost of deposits for 2010 reflected lower market interest
rates.
Interest expense on borrowed funds increased $2.3 million to $304.4 million for the second quarter
of 2010 as compared to $302.1 million for the second quarter of 2009. This increase was primarily
due to a 4 basis point increase in the weighted-average cost of borrowed funds to 4.07% for the
second quarter of 2010 as compared to 4.03% for the second quarter of 2009 reflecting the
incremental cost of the debt modifications. The effect of the
increase in the weighted-average cost was partially offset by a $126.1 million
decrease in the average balance of borrowed funds to $29.98 billion for the second quarter of 2010
as compared to $30.10 billion for the second quarter of 2009. The slight increase in the average
cost of our borrowings is due primarily to our strategy of modifying current borrowings to extend
the call dates. The interest rates on modified borrowings are typically between 10 and 25 basis
points higher than the interest rate on original borrowings. During the first six months of 2010,
we modified $3.18 billion of borrowings to extend the call dates of the borrowings by at least four years, thereby reducing our interest rate risk in a rising interest rate environment. During the year ended December 31, 2009
we modified approximately $1.73 billion of these borrowings.
We have historically used borrowings to fund a portion of the growth in interest-earning assets.
However, we were able to fund substantially all of our growth in 2009 and for the first six months
of 2010 with deposits. 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. We believe, given current market conditions, that the likelihood that a
significant portion of these borrowings would be called will not increase substantially unless
interest rates were to increase by at least 300 basis points. See Liquidity and Capital
Resources.
Net Interest Income.
Net interest income increased $15.1 million, or 5.0%, to $317.5 million
for the second quarter of 2010 compared with $302.4 million for the second quarter of 2009. Our
net interest rate spread was unchanged at 1.89% for the three months ended June 30, 2010 and 2009,
respectively. Our net interest margin decreased 5 basis points to 2.13% for the second quarter of
2010 from 2.18% for the same quarter in 2009. While our net interest margin decreased during the
second quarter of 2010 as the average yield on interest-earning assets and the average cost of
interest-bearing liabilities both decreased while the average balance of interest-earning assets
increased, net interest income increased
Page 32
primarily as a result of the growth in the average balance
of our mortgage loan portfolio which is our highest-yielding interest-earning asset.
The decrease in our net interest margin was primarily due to the decrease in the weighted-average
yield of interest-earning assets. While our deposits continued to reprice to lower rates during
the second quarter of 2010, the low market interest rates resulted in lower yields on our
mortgage-related interest-earning assets as customers refinanced to lower mortgage rates and our
new loan production and asset purchases were at the current low market interest rates. The low
market interest rates resulted in increased refinancing activity which caused a decrease in the
yield we earned on mortgage-related assets. Mortgage-related assets represented 87.8% of our
average interest-earning assets during the second quarter of 2010.
Provision for Loan Losses.
The provision for loan losses amounted to $50.0 million for the
quarter ended June 30, 2010 as compared to $32.5 million for the quarter ended June 30, 2009. The
ALL amounted to $193.0 million at June 30, 2010 and $140.1 million at December 31, 2009. The
increase in the provision for loan losses for the quarter ended June 30, 2010 and the resulting
increase in the ALL is due primarily to the increase in non-performing loans during the quarter,
continuing elevated levels of unemployment and an increase in charge-offs. In addition, although
home prices appear to have started to stabilize, they are still declining slightly in our primary
lending market. We recorded our provision for loan losses during the first six months of 2010
based on our ALL methodology that considers a number of quantitative and qualitative factors,
including the amount of non-performing loans, the loss experience of our non-performing loans,
recent collateral valuations, conditions in the real estate and housing markets, current economic
conditions, particularly continued elevated levels of unemployment, and growth in the loan
portfolio. See Critical Accounting Policies Allowance for Loan Losses.
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 is primarily concentrated in one- to
four-family mortgage loans with original loan-to-value (LTV) ratios of less than 80%. The
average LTV ratio of our 2010 first mortgage loan originations and our total first mortgage loan
portfolio were 60.5% and 60.6%, respectively using the appraised value at the time of origination.
The value of the property used as collateral for our loans is dependent upon local market
conditions. As part of our estimation of the ALL, we monitor changes in the values of homes in each
market using indices published by various organizations. Based on our analysis of the data for the
second quarter of 2010, we concluded that home values in the Northeast quadrant of the United
States, where most of our lending activity occurs, continued to decline from 2009 levels, 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. However, the rate
of decline in home values decreased significantly during the second half of 2009 and the first six
months of 2010.
The
national economy has been in a recessionary cycle for approximately 2 years with the housing and
real estate markets suffering significant losses in value. The faltering economy was marked by
contractions in the availability of business and consumer credit, increases in corporate borrowing
rates, falling home prices, increasing home foreclosures and rising levels of unemployment.
Economic conditions have improved but at a slower pace than anticipated during the second quarter
of 2010. Home sale activity increased during the second quarter of 2010 but unemployment remained
at elevated levels. We continue to closely monitor the local and national real estate markets and
other factors related to risks inherent in our loan portfolio. We determined the provision for
loan losses for the second quarter of 2010 based on our evaluation of the foregoing factors, the
growth of the loan portfolio, the recent increases in delinquent loans, non-performing loans and
net loan charge-offs, and trends in the unemployment rate.
Page 33
Non-performing loans amounted to $790.1 million at June 30, 2010 as compared to $744.9 million at
March 31, 2010 and $627.7 million at December 31, 2009. Non-performing loans at June 30, 2010
included $775.2 million of one- to four-family first mortgage loans as compared to $613.6 million
at December 31, 2009. The ratio of non-performing loans to total loans was 2.46% at June 30, 2010
compared with 2.32% at March 31, 2010 and 1.98% at December 31, 2009. Our recent increases in
non-performing loans appear to be directly related to the elevated level of unemployment in our
market areas. Loans delinquent 30 to 59 days amounted to $396.5 million at June 30, 2010 as
compared to $370.1 million at March 31, 2010 and $430.9 million at December 31, 2009. Loans
delinquent 60 to 89 days amounted to $168.6 million at June 30, 2010 as compared to $171.5 million
at March 31, 2010 and $182.5 million at December 31, 2009. Foreclosed real estate amounted to
$21.7 million at June 30, 2010 as compared to $16.7 million at December 31, 2009. 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. Due to the
steady deterioration of real estate values in recent years, the LTV ratios based on appraisals
obtained at time of origination do not necessarily indicate the extent to which we may incur a loss
on any given loan that may go into foreclosure. However, our lower average LTV ratios have helped
to moderate our charge-offs as there has generally been adequate equity behind our first lien as of
the foreclosure date to satisfy our loan.
At June 30, 2010, the ratio of the ALL to non-performing loans was 24.42% as compared to 22.26 at
March 31, 2010 and 22.32% at December 31, 2009. The ratio of the ALL to total loans was 0.60% at
June 30, 2010 as compared to 0.52% at March 31, 2010 and 0.44% at December 31, 2009. Changes in
the ratio of the ALL to non-performing loans is not, absent other factors, an indication of the
adequacy of the ALL since there is not necessarily a direct relationship between changes in various
asset quality ratios and changes in the ALL and non-performing loans. In the current economic
environment, a loan generally becomes non-performing when the borrower experiences financial
difficulty. In many cases, the borrower also has a second mortgage or home equity loan on the
property. In substantially all of these cases, we do not hold the second mortgage or home equity
loan as this is not a business we have actively pursued.
Charge-offs on our non-performing loans increased in 2009 and during the first six months of
2010. We generally obtain new collateral values when a loan becomes
180 days past due. If the
estimated fair value of the collateral (less estimated selling costs) is less than the recorded
investment in the loan, we charge-off an amount to reduce the loan to the fair value of the
collateral less estimated selling costs. As a result, certain losses inherent in our
non-performing loans are being recognized as charge-offs which may result in a lower ratio of the
ALL to non-performing loans. Charge-offs amounted to $22.8 million for the second quarter of
2010 as compared to $24.2 million for the first quarter of 2010. These charge-offs were
primarily due to the results of our reappraisal process for our non-performing residential first
mortgage loans with only 38 loans disposed of through the foreclosure process during the first
six months of 2010 with a final realized gain on sale (after previous charge-offs) of
approximately $100,000. The results of our reappraisal process and our recent charge-off history
are also considered in the determination of the ALL. At June 30, 2010 the average LTV ratio
(using appraised values at the time of origination) of our non-performing loans was 71.8% and was
60.6% for our total mortgage loan portfolio. Thus, the ratio of the ALL to non-performing loans
needs to be viewed in the context of the underlying LTVs of the non-performing loans and the
relative decline in home values.
As part of our estimation of the ALL, we monitor changes in the values of homes in each market
using indices published by various organizations including the Office of Federal Housing
Enterprise
Page 34
Oversight and Case-Shiller. Our Asset Quality Committee (AQC) uses these indices and
a stratification of our loan portfolio by state as part of its quarterly determination of the
ALL. We do not apply different loss factors based on geographic locations since, at June 30,
2010, 75.9% of our loan portfolio and 67.7% of our non-performing loans are located in the New
York metropolitan area. In addition, we obtain updated collateral values when a loan becomes 180
days past due which we believe
identifies potential charge-offs more accurately than a house price index that is based on a wide
geographic area and includes many different types of houses. However, we use the house price
indices to identify geographic areas experiencing weaknesses in housing markets to determine if
an overall adjustment to the ALL is required based on loans we have in those geographic areas and
to determine if changes in the loss factors used in the ALL quantitative analysis are necessary.
Our quantitative analysis of the ALL accounts for increases in non-performing loans by applying
progressively higher risk factors to loans as they become more delinquent.
Due to the nature of our loan portfolio, our evaluation of the adequacy of our ALL is performed
primarily on a pooled basis. Each month we prepare an analysis which categorizes 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 estimated 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. Based on our
recent loss experience on non-performing loans, we increased the loss factors used in our
quantitative analysis of the ALL for certain loan types during the first six months of 2010. We
define our loss experience on non-performing loans as the ratio of the excess of the loan balance
(including selling costs) over the updated collateral value to the principal balance of loans for
which we have updated valuations. We generally obtain updated collateral values when a loan
becomes 180 days past due. Based on our analysis, our loss
experience on our non-performing one- to four-family
first mortgage loans was approximately 11.2% during the
first six months of 2010 and was approximately 11.0% in 2009. Our
one- to four-family mortgage loans represent 98.8% of our total loans. The recent adjustment in our loss
factors did not have a material effect on the ultimate level of our ALL or on our provision for
loan losses. If our future loss experience requires additional increases in our loss factors, this
may result in increased levels of loan loss provisions.
In addition to our quantitative systematic methodology, we also use qualitative analyses to
determine the adequacy of our ALL. Our qualitative analyses include further evaluation of economic
factors, such as trends in the unemployment rate, as well as a ratio analysis to evaluate the
overall measurement of the ALL. This analysis includes a review of delinquency ratios, net
charge-off ratios and the ratio of the ALL to both non-performing loans and total loans. This
qualitative review is used to reassess the overall determination of the ALL and to ensure that
directional changes in the ALL and the provision for loan losses are supported by relevant internal
and external data.
We consider the average LTV of our non-performing loans and our total portfolio in relation to the
overall changes in house prices in our lending markets when determining the ALL. This provides us
with a macro indication of the severity of potential losses that might be expected. Since
substantially all of our portfolio consists of first mortgage loans on residential properties, the
LTV is particularly important to us when a loan becomes non-performing. The weighted average LTV
in our one- to four-family mortgage loan portfolio at June 30, 2010 was 60.6%, using appraised
values at the time of origination. The average LTV ratio of our non-performing loans was 71.8% at
June 30, 2010. Based on the valuation indices, house prices have declined in the New York
metropolitan area, where 67.7% of our non-performing loans
Page 35
were located at June 30, 2010, by
approximately 21% from the peak of the market in 2006 through April 2010 and by 29% nationwide
during that period. During the first four months of 2010, house prices declined 0.6% in the New
York metropolitan area and increased 0.9% nationwide. Changes in house values may affect our loss
experience which may require that we change the loss factors used in our quantitative analysis of
the allowance for loan losses. There can be no assurance whether significant
further declines in house values may occur and result in a higher loss experience and increased
levels of charge-offs and loan loss provisions.
Net charge-offs amounted to $22.8 million for the second quarter of 2010 as compared to net
charge-offs of $9.6 million for the corresponding period in 2009. For the six months ended June
30, 2010, net charge-offs amounted to $47.1 million as compared to $14.2 million for the same
period in 2009. Our charge-offs on non-performing loans have historically been low due to the
amount of underlying equity in the properties collateralizing our first mortgage loans. Until the
recent recessionary cycle, it was our experience that as a non-performing loan approached
foreclosure, the borrower sold the underlying property or, if there was a second mortgage or other
subordinated lien, the subordinated lien holder would purchase the property to protect their
interest thereby resulting in the full payment of principal and interest to Hudson City Savings.
This process normally took approximately 12 months. However, due to the unprecedented level of
foreclosures and the desire by most states to slow the foreclosure process, we are now experiencing
a time frame to repayment or foreclosure ranging from 24 to 30 months from the initial
non-performing period. As real estate prices continue to decline, this extended time may result in
further charge-offs. In addition, current conditions in the housing market have made it more
difficult for borrowers to sell homes to satisfy the mortgage and second lien holders are less
likely to repay our loan if the value of the property is not enough to satisfy their loan. We
continue to closely monitor the property values underlying our non-performing loans during this
timeframe and take appropriate charge-offs when the loan balances exceed the underlying property
values.
At June 30, 2010 and December 31, 2009, commercial and construction loans evaluated for impairment
in accordance with FASB guidance amounted to $11.4 million and $11.2 million, respectively. Based
on this evaluation, we established an ALL of $2.7 million for loans classified as impaired at June
30, 2010 compared to $2.1 million at December 31, 2009.
The markets in which we lend have experienced significant declines in real estate values which we
have taken into account in evaluating our ALL. Although we believe that we have established and
maintained the ALL at adequate levels, additions may be necessary if future economic and other
conditions differ substantially from the current operating environment. Increases in our loss
experience on non-performing loans, the loss factors used in our quantitative analysis of the ALL
and continued increases in overall loan delinquencies can have a significant impact on our need for
increased levels of loan loss provisions in the future. No assurance can be given in any
particular case that our LTV ratios will provide full protection in the event of borrower default.
Although we use the best information available, the level of the ALL 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 $33.2 million for the second quarter 2010 as
compared to $26.6 million for the same quarter in 2009. Included in non-interest income for the
three month period ended June 30, 2010 were net gains on securities transactions of $30.6 million
which resulted from the sale of $515.2 million of mortgage-backed securities available-for-sale.
Included in non-interest income for the three month period ended June 30, 2009 were net gains on
securities transactions of $24.0 million which resulted from the sale of $761.6 million of
mortgage-backed securities available-for-sale. We believe that the continued elevated levels of
prepayments and the eventual increase in
Page 36
interest rates will reduce the amount of unrealized gains
in the available-for-sale portfolio. Accordingly, we sold these securities to take advantage of
the favorable pricing that currently exists in the market.
Non-Interest Expense.
Total non-interest expense decreased $20.3 million, or 23.9%, to $64.6
million for the second quarter of 2010 from $84.9 million for the second quarter of 2009.
The decrease is primarily due to the absence of the FDIC special assessment of $21.1 million
that was assessed during the
second quarter of 2009 and a $3.6 million decrease in compensation and employee benefits
expense. These decreases were partially offset by an increase of $3.6 million in
Federal deposit insurance expense. The increase in
Federal deposit insurance expense is due
primarily to an increase in our total deposits. The decrease in compensation and employee benefits
expense included a $3.3 million decrease in expense related to our stock benefit plans, partially
offset by a $1.0 million increase in compensation costs due primarily to normal increases in salary
as well as additional full time employees. There was also a $1.1 million decrease in pension
expense due primarily to an increase in the expected return on plan assets, particularly as a
result of contributions of $35.3 million made to the pension plan in 2009. At June 30, 2010, we
had 1,557 full-time equivalent employees as compared to 1,458 at June 30, 2009. Included in other
non-interest expense for the second quarter of 2010 were write-downs on foreclosed real estate and
net losses on the sale of foreclosed real estate of $173,000 as compared to $399,000 for the second
quarter of 2009.
The Reform Act that was signed by President Obama on July 21, 2010 as well as other proposals
currently being considered by Congress and regulatory agencies, could result in higher FDIC deposit
insurance assessments and other new fees and taxes. While the amount of such fees and assessments
are unknown at this time, they could result in an increase in our non-interest expenses. See Risk
Factors The adoption of regulatory reform legislation may have a material effect on our
operations and capital requirements.
Our efficiency ratio was 18.42% for the second quarter of 2010 as compared to 25.82% for the second
quarter of 2009. The efficiency ratio is calculated by dividing non-interest expense, by the sum
of net interest income and non-interest income. Our annualized ratio of non-interest expense to
average total assets for the second quarter of 2010 was 0.43% as compared to 0.60% for the second
quarter of 2009.
Income Taxes.
Income tax expense amounted to $93.5 million for the second quarter of 2010
compared with $83.6 million for the same quarter in 2009. Our effective tax rate for the second
quarter of 2010 was 39.61% compared with 39.53% for the second quarter of 2009.
Page 37
Comparison of Operating Results for the Six Months Ended June 30, 2010 and 2009
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, 2010 and 2009. 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,
|
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
|
Average
|
|
|
|
|
|
|
Yield/
|
|
|
Average
|
|
|
|
|
|
|
Yield/
|
|
|
|
Balance
|
|
|
Interest
|
|
|
Cost
|
|
|
Balance
|
|
|
Interest
|
|
|
Cost
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-earnings assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First mortgage loans, net (1)
|
|
$
|
31,555,931
|
|
|
$
|
854,405
|
|
|
|
5.42
|
%
|
|
$
|
29,521,178
|
|
|
$
|
827,490
|
|
|
|
5.61
|
%
|
Consumer and other loans
|
|
|
354,169
|
|
|
|
9,413
|
|
|
|
5.32
|
|
|
|
394,016
|
|
|
|
11,417
|
|
|
|
5.80
|
|
Federal funds sold and other overnight deposits
|
|
|
838,112
|
|
|
|
1,025
|
|
|
|
0.25
|
|
|
|
452,727
|
|
|
|
363
|
|
|
|
0.16
|
|
Mortgage-backed securities at amortized cost
|
|
|
20,417,100
|
|
|
|
453,827
|
|
|
|
4.45
|
|
|
|
19,479,342
|
|
|
|
499,390
|
|
|
|
5.13
|
|
Federal Home Loan Bank stock
|
|
|
878,816
|
|
|
|
21,540
|
|
|
|
4.90
|
|
|
|
875,729
|
|
|
|
18,417
|
|
|
|
4.21
|
|
Investment securities, at amortized cost
|
|
|
5,205,697
|
|
|
|
112,240
|
|
|
|
4.31
|
|
|
|
3,937,618
|
|
|
|
94,004
|
|
|
|
4.77
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-earning assets
|
|
|
59,249,825
|
|
|
|
1,452,450
|
|
|
|
4.90
|
|
|
|
54,660,610
|
|
|
|
1,451,081
|
|
|
|
5.31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest-earnings assets (4)
|
|
|
1,617,883
|
|
|
|
|
|
|
|
|
|
|
|
1,130,161
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$
|
60,867,708
|
|
|
|
|
|
|
|
|
|
|
$
|
55,790,771
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Shareholders Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Savings accounts
|
|
$
|
815,904
|
|
|
|
3,022
|
|
|
|
0.75
|
|
|
$
|
731,297
|
|
|
|
2,742
|
|
|
|
0.76
|
|
Interest-bearing transaction accounts
|
|
|
2,289,876
|
|
|
|
13,797
|
|
|
|
1.22
|
|
|
|
1,682,232
|
|
|
|
17,108
|
|
|
|
2.05
|
|
Money market accounts
|
|
|
5,221,284
|
|
|
|
29,688
|
|
|
|
1.15
|
|
|
|
3,188,583
|
|
|
|
32,958
|
|
|
|
2.08
|
|
Time deposits
|
|
|
16,270,803
|
|
|
|
153,082
|
|
|
|
1.90
|
|
|
|
14,034,078
|
|
|
|
209,270
|
|
|
|
3.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing deposits
|
|
|
24,597,867
|
|
|
|
199,589
|
|
|
|
1.64
|
|
|
|
19,636,190
|
|
|
|
262,078
|
|
|
|
2.69
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase agreements
|
|
|
15,100,000
|
|
|
|
306,421
|
|
|
|
4.09
|
|
|
|
15,100,445
|
|
|
|
303,077
|
|
|
|
4.05
|
|
Federal Home Loan Bank of New York advances
|
|
|
14,875,000
|
|
|
|
297,781
|
|
|
|
4.04
|
|
|
|
15,132,686
|
|
|
|
299,698
|
|
|
|
3.99
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total borrowed funds
|
|
|
29,975,000
|
|
|
|
604,202
|
|
|
|
4.06
|
|
|
|
30,233,131
|
|
|
|
602,775
|
|
|
|
4.02
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing liabilities
|
|
|
54,572,867
|
|
|
|
803,791
|
|
|
|
2.97
|
|
|
|
49,869,321
|
|
|
|
864,853
|
|
|
|
3.50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest-bearing deposits
|
|
|
537,283
|
|
|
|
|
|
|
|
|
|
|
|
534,824
|
|
|
|
|
|
|
|
|
|
Other noninterest-bearing liabilities
|
|
|
304,347
|
|
|
|
|
|
|
|
|
|
|
|
321,350
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total noninterest-bearing liabilities
|
|
|
841,630
|
|
|
|
|
|
|
|
|
|
|
|
856,174
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
55,414,497
|
|
|
|
|
|
|
|
|
|
|
|
50,725,495
|
|
|
|
|
|
|
|
|
|
Shareholders equity
|
|
|
5,453,211
|
|
|
|
|
|
|
|
|
|
|
|
5,065,276
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Shareholders Equity
|
|
$
|
60,867,708
|
|
|
|
|
|
|
|
|
|
|
$
|
55,790,771
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income/net interest rate spread (2)
|
|
|
|
|
|
$
|
648,659
|
|
|
|
1.93
|
|
|
|
|
|
|
$
|
586,228
|
|
|
|
1.81
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest-earning assets/net interest margin (3)
|
|
$
|
4,676,958
|
|
|
|
|
|
|
|
2.17
|
%
|
|
$
|
4,791,289
|
|
|
|
|
|
|
|
2.12
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of interest-earning assets to
interest-bearing liabilities
|
|
|
|
|
|
|
|
|
|
|
1.09
|
x
|
|
|
|
|
|
|
|
|
|
|
1.10
|
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.
|
|
(4)
|
|
Includes the average balance of principal receivable related to FHLMC mortgage-backed
securities of $381.7 million and $154.2 million
for the six months ended June 30, 2010 and 2009, respectively.
|
Page 38
General.
Net income was $291.5 million for the first six months of 2010, an increase of $35.9
million, or 14.1%, compared with net income of $255.6 million for the first six months of 2009.
Basic and diluted earnings per common share were both $0.59 for the first six months of 2010 as
compared to $0.52 for both basic and diluted earnings per share for the first six months of 2009.
For the six months ended June 30, 2010, our annualized return on average shareholders equity was
10.69%, compared with 10.09% for the corresponding period in 2009. Our annualized return on average
assets for the first six months of 2010 was 0.96% as compared to 0.92% for the first six months of
2009. 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 2010.
Interest and Dividend Income.
Total interest and dividend income was $1.45 billion for both six
month periods ended June 30, 2010 and 2009. The average balance of total interest-earning assets
increased $4.59 billion, or 8.4%, to $59.25 billion for the six months ended June 30, 2010 as
compared to $54.66 billion for the six months ended June 30, 2009. The increase in the average
balance of total interest-earning assets was partially offset by a decrease of 41 basis points in
the annualized weighted-average yield to 4.90% for the six months ended June 30, 2010 from 5.31%
for the comparable period in 2009.
Interest on first mortgage loans increased $26.9 million to $854.4 million for the first six months
of 2010 as compared to $827.5 million for the corresponding period in 2009. This was primarily due
to a $2.04 billion increase in the average balance of first mortgage loans, which reflected our
historic emphasis on the growth of our mortgage loan portfolio and an increase in mortgage
originations due to refinancing activity caused by market interest rates that are at near-historic
lows. The positive impact on first mortgage loan interest income from the increase in the average
balance was partially offset by a 19 basis point decrease in the weighted-average yield to 5.42%
for the first six months of 2010 from 5.61% for the first six months of 2009. The decrease in the
average yield earned was due to lower market interest rates on mortgage products and also due to
the continued mortgage refinancing activity. During the first six months of 2010, existing
mortgage customers refinanced or modified approximately $1.14 billion in mortgage loans with a
weighted average rate of 5.93% to a new weighted average rate of 5.10%.
Interest on consumer and other loans decreased $2.0 million to $9.4 million for the first six
months of 2010 from $11.4 million for the first six months of 2009. The average balance of
consumer and other loans decreased $39.8 million to $354.2 million for the first six months of 2010
as compared to $394.0 million for the first six months of 2009 and the average yield earned
decreased 48 basis points to 5.32% as compared to 5.80% for the same respective periods.
Interest on mortgage-backed securities decreased $45.6 million to $453.8 million for the first six
months of 2010 as compared to $499.4 million for the first six months of 2009. This decrease was
due primarily to a 68 basis point decrease in the weighted-average yield to 4.45% for the first six
months of 2010 from 5.13% for the first six months of 2009. The decrease in the weighted-average
yield was partially offset by a $937.8 million increase in the average balance of mortgage-backed
securities to $20.42 billion during the first six months of 2010 as compared to $19.48 billion for
the first six months of 2009.
The increases in the average balances of mortgage-backed securities were due to purchases of these
securities. We purchase these securities as part of our overall management of interest rate risk
and to provide us with a source of monthly cash flows. The decrease in the weighted average yield
on mortgage-backed securities is a result of lower yields on securities purchased during the second
half of 2009 and the first six months of 2010 when market interest rates were lower than the yield
earned on the existing portfolio.
Page 39
Interest on investment securities increased $18.2 million to $112.2 million during the first six
months of 2010 as compared to $94.0 million for the first six months of 2009. This increase was
due primarily to a $1.27 billion increase in the average balance of investment securities to $5.21
billion for the first six months of 2010 from $3.94 billion for the first six months of 2009. The
increase in the average balance of investment securities was due primarily to purchases of these
securities to reinvest excess cash flows. The impact on interest income from the increase in the
average balance of investment securities was partially offset by a decrease in the average yield of
investment securities of 46 basis points to 4.31%, reflecting current market interest rates.
Dividends on FHLB stock increased $3.1 million, or 16.9%, to $21.5 million for the first six months
of 2010 as compared to $18.4 million for the first six months of 2009. This increase was due
primarily to a 69 basis point increase in the average dividend yield earned to 4.90% as compared to
4.21% for the first six months of 2009. The increase in dividend income was also due to a $3.1
million increase in the average balance to $878.8 million for the first six months of 2010 as
compared to $875.7 million for the same period in 2009.
Interest on Federal funds sold amounted to $1.0 million for the first six months of 2010 as
compared to $363,000 for the first six months of 2009. The average balance of Federal funds sold
amounted to $838.1 million for the first six months of 2010 as compared to $452.7 million for the
first six months of 2009. The yield earned on Federal funds sold was 0.25% for the first six
months of 2010 and 0.16% for the first six months of 2009. The increase in the average balance of
Federal funds sold is a result of ongoing liquidity provided by increased levels of repayments on
mortgage-related assets and calls of investment securities.
Interest Expense.
Total interest expense for the six months ended June 30, 2010 decreased $61.1
million, or 7.1%, to $803.8 million from $864.9 million for the six months ended June 30, 2009.
This decrease was primarily due to a 53 basis point decrease in the weighted-average cost of total
interest-bearing liabilities to 2.97% for the six months ended June 30, 2010 compared with 3.50%
for the six months ended June 30, 2009. The decrease was partially offset by a $4.70 billion, or
9.4%, increase in the average balance of total interest-bearing liabilities to $54.57 billion for
the six months ended June 30, 2010 compared with $49.87 billion for the first six months of 2009.
This increase in interest-bearing liabilities was primarily used to fund asset growth.
Interest expense on our time deposit accounts decreased $56.2 million to $153.1 million for the
first six months of 2010 from $209.3 million for the first six months of 2009. This decrease was
due to a decrease in the annualized weighted-average cost of 111 basis points to 1.90% for the
first six months of 2010 from 3.01% for the first six months of 2009 as maturing time deposits were
renewed or replaced by new time deposits at lower rates. This decrease was partially offset by a
$2.24 billion increase in the average balance of time deposit accounts to $16.27 billion for the
first six months of 2010 from $14.03 billion for the first six months of 2009. Interest expense on
money market accounts decreased $3.3 million to $29.7 million for the first six months of 2010 from
$33.0 million for the same period in 2009. This decrease was due to a decrease in the annualized
weighted-average cost of 93 basis points to 1.15% for the first six months of 2010 from 2.08% for
the first six months of 2009. This decrease was partially offset by an increase in the average
balance of $2.03 billion to $5.22 billion for the second quarter of 2010 as compared to $3.19
billion for the second quarter of 2009. Interest expense on our interest-bearing transaction
accounts decreased $3.3 million to $13.8 million for the first six months of 2010 from $17.1
million for the same period in 2009. The decrease is due to an 83 basis point decrease in the
annualized weighted-average cost to 1.22%, partially offset by a $607.6 million increase in the
average balance to
Page 40
$2.29 billion for the first six months of 2010 as compared to $1.68 billion for
the corresponding period in 2009.
The increases in the average balances of interest-bearing deposits reflect our expanded branch
network and our historical efforts to grow deposits in our existing branches by offering
competitive rates. Also, in response to the economic conditions in 2009, we believe that
households increased their personal savings and customers sought insured bank deposit products as
an alternative to investments such as equity securities and bonds. We believe these factors
contributed to our deposit growth. However, during the second quarter of 2010, deposits decreased
$220.3 million from March 31, 2010. We lowered our deposit
rates in order to slow our deposit growth from
the 2009 levels since the low yields that are available to us for mortgage loans and investment
securities have made a growth strategy less prudent until market conditions improve. The decrease
in the average cost of deposits for 2010 reflected lower market interest rates.
Interest expense on borrowed funds increased $1.4 million to $604.2 million for the six months
ended June 30, 2010 as compared to $602.8 million for the comparable period in 2009. This increase
was primarily due to a 4 basis point increase in the weighted-average cost of borrowed funds to
4.06% for the first six months of 2010 as compared to 4.02% for the first six months of 2009
reflecting the incremental cost of the debt modifications. This increase was partially offset by a
$258.1 million decrease in the average balance of borrowed funds to $29.98 billion for the first
six months of 2010 as compared to $30.23 billion for the first six months of 2009. During the first
six months of 2010, we modified $3.18 billion of borrowings to extend the call dates of the
borrowings by at least four years, thereby reducing our interest rate
risk in a rising interest rate environment. During 2009,
we modified approximately $1.73 billion of these borrowings.
We have historically used borrowings to fund a portion of the growth in interest-earning assets.
However, we were able to fund substantially all of our growth in 2009 and for the first six months
of 2010 with deposits. 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. We believe, given current market conditions, that the likelihood that a
significant portion of these borrowings would be called will not increase substantially unless
interest rates were to increase by at least 300 basis points. See Liquidity and Capital
Resources.
Net Interest Income.
Net interest income increased $62.5 million, or 10.7%, to $648.7 million
for the first six months of 2010 compared with $586.2 million for the first six months of 2009.
Our net interest rate spread increased 12 basis points to 1.93% for the first six months of 2010
from 1.81% for the corresponding period in 2009. Our net interest margin increased 5 basis points
to 2.17% for the first six months of 2010 from 2.12% for the corresponding period in 2009.
The increase in our net interest margin and net interest rate spread was primarily due to the
decrease in the weighted-average cost of interest-bearing liabilities
.
The yields on
mortgage-related assets, which account for 87.7% of the average balance of interest-earning assets
for the six months ended June 30, 2010, remained at near-historic lows primarily due to the FRBs
program to purchase mortgage-backed securities. The low market interest rates resulted in
increased refinancing activity which caused a decrease in the yield we earned on mortgage-related
assets. However, we were able to reduce deposit costs to a greater extent than the decrease in
mortgage yields, particularly during the second half of 2009, thereby increasing our net interest
rate spread and net interest margin.
Page 41
Provision for Loan Losses.
The provision for loan losses amounted to $100.0 million for the six
months ended June 30, 2010 as compared to $52.5 million for the six months ended June 30, 2009.
The ALL amounted to $193.0 million at June 30, 2010 and $140.1 million at December 31, 2009. The
increase in the provision for loan losses for the quarter ended June 30, 2010 and the resulting
increase in the ALL is
due primarily to the increase in non-performing loans during the first six months of 2010,
continuing elevated levels of unemployment and an increase in charge-offs. In addition, although
home prices appear to have started to stabilize, they are still declining slightly in some of our
lending markets. We recorded our provision for loan losses during the first six months of 2010
based on our ALL methodology that considers a number of quantitative and qualitative factors,
including the amount of non-performing loans, the loss experience of our non-performing loans,
conditions in the real estate and housing markets, current economic conditions, particularly
continued elevated levels of unemployment, and growth in the loan portfolio. See Comparison of
Operating Results for the Three Months Ended June 30, 2010 and 2009 Provision for Loan Losses.
Non-Interest Income.
Total non-interest income for the six months ended June 30, 2010 was $66.2
million compared with $28.9 million for the comparable period in 2009. Included in non-interest
income for the six months ended June 30, 2010 were net gains on securities transactions of $61.4
million which resulted from the sale of $1.09 billion of mortgage-backed securities
available-for-sale. Included in non-interest income for the six months ended June 30, 2009 were
net gains on securities transactions of $24.2 million substantially all of which resulted from the
sale of $761.6 million of mortgage-backed securities available-for-sale. We believe that the
continued elevated levels of prepayments and the eventual increase in interest rates will reduce
the amount of unrealized gains in the available-for-sale portfolio. Accordingly, we sold these
securities to take advantage of the favorable pricing that currently exists in the market.
Non-Interest Expense.
Total non-interest expense decreased $8.6 million, or 6.2%, to $131.1
million for the six months ended June 30, 2010 from $139.7 million for the six months ended June
30, 2009. The decrease is primarily due to the absence of the FDIC special assessment of
$21.1 million that was assessed during the second quarter of 2009 and a $2.1 million decrease
in compensation and employee benefits expense. These decreases were partially offset by an
increase of $13.5 million in Federal deposit insurance expense. The increase in Federal
deposit insurance expense is due primarily to the increases in our deposit insurance assessment
rate as a result of a restoration plan implemented by the FDIC to recapitalize the Deposit
Insurance Fund and an increase in our total deposits. The decrease in compensation and employee
benefits expense included a $2.4 million decrease in expense related to our stock benefit plans, a
decrease of $1.3 million in costs related to our health plan and a $1.9 million decrease in pension
expense. These decreases were partially offset by a $3.0 million increase in compensation costs
due primarily to normal increases in salary as well as additional full time employees. The
decrease in our stock benefit plan expense is due primarily to a decrease in the price of our
common stock during the 2010 six-month period as compared to the 2009 six-month period. Included
in other non-interest expense for the six months ended June 30, 2010 were write-downs on foreclosed
real estate and net losses on the sale of foreclosed real estate, of $1.5 million as compared to
$1.6 million for the comparable period in 2009.
The Reform Act that was signed by President Obama on July 21, 2010 as well as other proposals
currently being considered by Congress and the regulatory agencies, could result in higher FDIC
deposit insurance assessments and other new fees and taxes. While the amount of such fees and
assessments are unknown at this time, they could result in an increase in our non-interest
expenses. See Risk Factors The adoption of regulatory reform legislation may have a material
effect on our operations and capital requirements.
Page 42
Our efficiency ratio was 18.34% for the six months ended June 30, 2010 as compared to 22.72% for
the six months ended June 30, 2009. The efficiency ratio is calculated by dividing non-interest
expense, by the sum of net interest income and non-interest income. Our annualized ratio of
non-interest expense to
average total assets for the first six months of 2010 was 0.43% as compared to 0.51% for the first
six months of 2009.
Income Taxes.
Income tax expense amounted to $192.3 million for the first six months of 2010
compared with $167.3 million for the corresponding period in 2009. Our effective tax rate for the
first six months of 2010 was 39.75% compared with 39.56% for the first six months of 2009.
Asset Quality
Credit Quality
One of our key operating objectives has been, and continues to be, to maintain a high level
of asset quality. Through a variety of strategies we have been proactive in addressing problem
loans and non-performing assets. These strategies, as well as our concentration on one- to
four-family mortgage lending and our maintenance of sound credit standards for new loan
originations have helped us to maintain the strength of our financial condition. Our primary
lending emphasis is the origination and purchase of one- to four-family first mortgage loans on
residential properties located in the Northeast quadrant of the United States. 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.
The following table presents the composition of our loan portfolio in dollar amounts and in
percentages of the total portfolio at the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2010
|
|
|
December 31, 2009
|
|
|
|
|
|
|
|
Percent
|
|
|
|
|
|
|
Percent
|
|
|
|
Amount
|
|
|
of Total
|
|
|
Amount
|
|
|
of Total
|
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
|
|
|
|
First mortgage loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One- to four-family:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortizing
|
|
$
|
26,630,180
|
|
|
|
82.79
|
%
|
|
$
|
26,490,454
|
|
|
|
83.36
|
%
|
Interest-only
|
|
|
4,750,543
|
|
|
|
14.77
|
|
|
|
4,586,375
|
|
|
|
14.43
|
|
FHA/VA
|
|
|
385,823
|
|
|
|
1.20
|
|
|
|
285,003
|
|
|
|
0.90
|
|
Multi-family and commercial
|
|
|
51,884
|
|
|
|
0.16
|
|
|
|
54,694
|
|
|
|
0.17
|
|
Construction
|
|
|
11,317
|
|
|
|
0.04
|
|
|
|
13,030
|
|
|
|
0.04
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total first mortgage loans
|
|
|
31,829,747
|
|
|
|
98.96
|
|
|
|
31,429,556
|
|
|
|
98.90
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer and other loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed-rate second mortgages
|
|
|
180,688
|
|
|
|
0.56
|
|
|
|
201,375
|
|
|
|
0.63
|
|
Home equity credit lines
|
|
|
134,315
|
|
|
|
0.42
|
|
|
|
127,987
|
|
|
|
0.40
|
|
Other
|
|
|
19,553
|
|
|
|
0.06
|
|
|
|
21,003
|
|
|
|
0.07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consumer and other loans
|
|
|
334,556
|
|
|
|
1.04
|
|
|
|
350,365
|
|
|
|
1.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans
|
|
|
32,164,303
|
|
|
|
100.00
|
%
|
|
|
31,779,921
|
|
|
|
100.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred loan costs
|
|
|
91,509
|
|
|
|
|
|
|
|
81,307
|
|
|
|
|
|
Allowance for loan losses
|
|
|
(192,983
|
)
|
|
|
|
|
|
|
(140,074
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loans
|
|
$
|
32,062,829
|
|
|
|
|
|
|
$
|
31,721,154
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 43
At June 30, 2010, first mortgage loans secured by one-to four-family properties accounted for 98.8%
of total loans. Fixed-rate mortgage loans represent 67.3% 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. The market
does not apply a uniform definition of what constitutes sub-prime lending. Our reference to
sub-prime lending relies upon the Statement on Subprime Mortgage Lending issued by the OTS and
the other federal bank regulatory agencies (the Agencies), on June 29, 2007, which further
references the Expanded Guidance for Subprime Lending Programs (the Expanded Guidance),
issued by the Agencies by press release dated January 31, 2001. In the Expanded Guidance,
the Agencies indicated that sub-prime lending does not refer to individual sub-prime loans
originated and managed, in the ordinary course of business, as exceptions to prime risk selection
standards. The Agencies recognize that many prime loan portfolios will contain such loans. The
Agencies also excluded prime loans that develop credit problems after acquisition and community
development loans from the sub-prime arena. According to the Expanded Guidance, sub-prime loans
are other loans to borrowers which display one or more characteristics of reduced payment capacity.
Five specific criteria, which are not intended to be exhaustive and are not meant to define
specific parameters for all sub-prime borrowers and may not match all markets or institutions
specific sub-prime definitions, are set forth, including having a Fair Isaac Corporation (FICO)
score of 660 or below. Based upon the definition and exclusions described above, we are a prime
lender. However, as we are a portfolio lender, we review all data contained in borrower credit
reports and do not base our underwriting decisions solely on FICO scores and do not record FICO
scores on our mortgage loan system. We believe our loans, when made, were amply collateralized and
otherwise conformed to our prime lending standards.
Included in our loan portfolio at June 30, 2010 are interest-only loans of approximately $4.75
billion or 14.8% of total loans as compared to $4.59 billion or 14.4% of total loans at December
31, 2009. These loans are originated as adjustable rate mortgage loans with initial terms of five,
seven or ten years with the interest-only portion of the payment based upon the initial loan term,
or offered on a 30-year fixed-rate loan, with interest-only payments for the first 10 years of the
obligation. At the end of the initial 5-, 7- or 10-year interest-only period, the loan payment will
adjust to include both principal and interest and will amortize over the remaining term so the loan
will be repaid at the end of its original life. These loans are underwritten using the
fully-amortizing payment amount. Non-performing interest-only loans amounted to $137.7 million or
17.4% of non-performing loans at June 30, 2010 as compared to non-performing interest-only loans of
$82.2 million or 13.1% of non-performing loans at December 31, 2009.
In addition to our full documentation loan program, we originate and purchase loans to certain
eligible borrowers as limited documentation loans. Generally the maximum loan amount for limited
documentation loans is $750,000 and these loans are subject to higher interest rates than our full
documentation loan products. We require applicants for limited documentation loans to complete a
FreddieMac/FannieMae loan application and request income, asset and credit history information from
the borrower. Additionally, we verify asset holdings and obtain credit reports from outside vendors
on all borrowers to ascertain the credit history of the borrower. Applicants with delinquent credit
histories usually do not qualify for the limited documentation processing, although delinquencies
that are adequately explained will not prohibit processing as a limited documentation loan. We
reserve the right to verify income and do require asset verification but we may elect not to verify
or corroborate certain income information where we believe circumstances warrant. We also allow
certain borrowers to obtain mortgage loans without disclosing income levels and without any
verification of income. In these cases, we require verification of the borrowers assets. We are
able to provide data relating to limited documentation loans that we originate. Originated loans
overall represent 58.3% of our one- to four-
Page 44
family first mortgage loans. As part of our wholesale
loan program, we allow sellers to include limited
documentation loans in each pool of purchased mortgage loans but limit the amount of these loans to
be no more than 10% of the principal balance of the purchased pool. In addition, these loans must
have a maximum LTV of 70% and meet other characteristics such as maximum loan size. However, we
have not tracked wholesale limited documentation loans on our mortgage loan system. Included in
our loan portfolio at June 30, 2010 are $3.14 billion of originated amortizing limited
documentation loans and $901.7 million of originated limited documentation interest-only loans.
Non-performing loans at June 30, 2010 include $76.4 million of originated amortizing limited
documentation loans and $40.8 million of originated interest-only limited documentation loans.
The following table presents the geographic distribution of our total loan portfolio, as well as
the geographic distribution of our non-performing loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At June 30, 2010
|
|
|
At December 31, 2009
|
|
|
|
Total loans
|
|
|
Non-performing loans
|
|
|
Total loans
|
|
|
Non-performing loans
|
|
New Jersey
|
|
|
42.9
|
%
|
|
|
43.7
|
%
|
|
|
43.0
|
%
|
|
|
41.6
|
%
|
New York
|
|
|
19.2
|
|
|
|
18.1
|
|
|
|
18.2
|
|
|
|
18.0
|
|
Connecticut
|
|
|
13.8
|
|
|
|
5.9
|
|
|
|
12.6
|
|
|
|
4.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total New York metropolitan area
|
|
|
75.9
|
|
|
|
67.7
|
|
|
|
73.8
|
|
|
|
63.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Virginia
|
|
|
4.1
|
|
|
|
5.5
|
|
|
|
4.6
|
|
|
|
6.2
|
|
Illinois
|
|
|
3.6
|
|
|
|
5.3
|
|
|
|
3.9
|
|
|
|
5.6
|
|
Maryland
|
|
|
3.1
|
|
|
|
4.7
|
|
|
|
3.5
|
|
|
|
5.1
|
|
Massachusetts
|
|
|
2.4
|
|
|
|
1.9
|
|
|
|
2.7
|
|
|
|
2.3
|
|
Pennsylvania
|
|
|
2.3
|
|
|
|
1.6
|
|
|
|
2.0
|
|
|
|
1.9
|
|
Minnesota
|
|
|
1.5
|
|
|
|
2.1
|
|
|
|
1.4
|
|
|
|
1.8
|
|
Michigan
|
|
|
1.2
|
|
|
|
3.1
|
|
|
|
1.3
|
|
|
|
4.2
|
|
All others
|
|
|
5.9
|
|
|
|
8.1
|
|
|
|
6.8
|
|
|
|
9.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total outside New York
metropolitan area
|
|
|
24.1
|
|
|
|
32.3
|
|
|
|
26.2
|
|
|
|
36.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 45
Non-Performing Assets
The following table presents information regarding non-performing assets as of the dates indicated.
|
|
|
|
|
|
|
|
|
|
|
At June 30, 2010
|
|
|
At December 31, 2009
|
|
|
|
(Dollars in thousands)
|
|
Non-accrual first mortgage loans
|
|
$
|
592,999
|
|
|
$
|
500,964
|
|
Non-accrual interest-only mortgage loans
|
|
|
137,676
|
|
|
|
82,236
|
|
Non-accrual construction loans
|
|
|
8,272
|
|
|
|
6,624
|
|
Non-accrual consumer and other loans
|
|
|
1,632
|
|
|
|
1,916
|
|
Accruing loans delinquent 90 days or more:
|
|
|
|
|
|
|
|
|
FHA Loans
|
|
|
47,618
|
|
|
|
31,855
|
|
Other loans
|
|
|
1,940
|
|
|
|
4,100
|
|
|
|
|
|
|
|
|
Total non-performing loans
|
|
|
790,137
|
|
|
|
627,695
|
|
Foreclosed real estate, net
|
|
|
21,690
|
|
|
|
16,736
|
|
|
|
|
|
|
|
|
Total non-performing assets
|
|
$
|
811,827
|
|
|
$
|
644,431
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-performing loans to total loans
|
|
|
2.46
|
%
|
|
|
1.98
|
%
|
Non-performing assets to total assets
|
|
|
1.33
|
|
|
|
1.07
|
|
Non-performing assets amounted to $811.8 million at June 30, 2010 as compared to $644.4
million at December 31, 2009. Non-performing loans increased $162.4 million to $790.1 million at
June 30, 2010 as compared to $627.7 million at December 31, 2009. The increase in non-performing
loans appears to be directly related to the elevated level of unemployment in our market areas.
The ratio of non-performing loans to total loans was 2.46% at June 30, 2010 compared with 1.98% at
December 31, 2009.
The following table is a comparison of our delinquent loans at June 30, 2010 and December 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30-59 Days
|
|
|
60-89 Days
|
|
|
90 Days or More
|
|
|
|
Number
|
|
|
Principal
|
|
|
Number
|
|
|
Principal
|
|
|
Number
|
|
|
Principal
|
|
|
|
of
|
|
|
Balance
|
|
|
of
|
|
|
Balance
|
|
|
of
|
|
|
Balance
|
|
At June 30, 2010
|
|
Loans
|
|
|
of Loans
|
|
|
Loans
|
|
|
of Loans
|
|
|
Loans
|
|
|
of Loans
|
|
|
|
(Dollars in thousands)
|
|
One- to four-family first mortgages
|
|
|
945
|
|
|
$
|
376,945
|
|
|
|
409
|
|
|
$
|
156,524
|
|
|
|
1,900
|
|
|
$
|
727,577
|
|
FHA/VA first mortgages
|
|
|
62
|
|
|
|
15,252
|
|
|
|
30
|
|
|
|
9,652
|
|
|
|
173
|
|
|
|
47,618
|
|
Multi-family and commercial mortgages
|
|
|
2
|
|
|
|
1,046
|
|
|
|
2
|
|
|
|
564
|
|
|
|
3
|
|
|
|
3,098
|
|
Construction loans
|
|
|
|
|
|
|
|
|
|
|
1
|
|
|
|
490
|
|
|
|
6
|
|
|
|
8,272
|
|
Consumer and other loans
|
|
|
37
|
|
|
|
3,275
|
|
|
|
12
|
|
|
|
1,407
|
|
|
|
28
|
|
|
|
3,572
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
1,046
|
|
|
$
|
396,518
|
|
|
|
454
|
|
|
$
|
168,637
|
|
|
|
2,110
|
|
|
$
|
790,137
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Delinquent loans to total loans
|
|
|
|
|
|
|
1.23
|
%
|
|
|
|
|
|
|
0.52
|
%
|
|
|
|
|
|
|
2.46
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One- to four-family first mortgages
|
|
|
1,053
|
|
|
$
|
404,392
|
|
|
|
408
|
|
|
$
|
171,913
|
|
|
|
1,480
|
|
|
$
|
581,786
|
|
FHA/VA first mortgages
|
|
|
83
|
|
|
|
20,682
|
|
|
|
35
|
|
|
|
8,650
|
|
|
|
115
|
|
|
|
31,855
|
|
Multi-family and commercial mortgages
|
|
|
2
|
|
|
|
1,357
|
|
|
|
2
|
|
|
|
1,088
|
|
|
|
1
|
|
|
|
1,414
|
|
Construction loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
|
|
9,764
|
|
Consumer and other loans
|
|
|
43
|
|
|
|
4,440
|
|
|
|
14
|
|
|
|
882
|
|
|
|
34
|
|
|
|
2,876
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
1,181
|
|
|
$
|
430,871
|
|
|
|
459
|
|
|
$
|
182,533
|
|
|
|
1,636
|
|
|
$
|
627,695
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Delinquent loans to total loans
|
|
|
|
|
|
|
1.36
|
%
|
|
|
|
|
|
|
0.57
|
%
|
|
|
|
|
|
|
1.98
|
%
|
Page 46
In addition to non-performing loans, we had $174.0 million of potential problem loans at
June 30, 2010 as compared to $189.9 million at December 31, 2009. This amount includes loans which
are 60-89 days delinquent (other than loans guaranteed by the FHA) and certain other internally
classified loans. We generally do not modify the contractual terms of loans for borrowers
experiencing financial difficulty where such modifications would represent a troubled debt
restructuring. Potential problem loans are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
June 30, 2010
|
|
|
December 31,2009
|
|
|
|
(In thousands)
|
|
One- to four-family first mortgages
|
|
$
|
156,524
|
|
|
$
|
171,913
|
|
Multi-family and commercial mortgages
|
|
|
15,554
|
|
|
|
17,076
|
|
Construction loans
|
|
|
490
|
|
|
|
|
|
Consumer and other loans
|
|
|
1,407
|
|
|
|
882
|
|
|
|
|
|
|
|
|
Total potential problem loans
|
|
$
|
173,975
|
|
|
$
|
189,871
|
|
|
|
|
|
|
|
|
Allowance for Loan Losses
The following table presents the activity in our allowance for loan losses at or for the dates
indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months
|
|
|
For the Six Months
|
|
|
|
Ended June 30,
|
|
|
Ended June 30,
|
|
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
2009
|
|
|
|
(Dollars in thousands)
|
|
Balance at beginning of period
|
|
$
|
165,829
|
|
|
$
|
65,122
|
|
|
$
|
140,074
|
|
|
$
|
49,797
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for loan losses
|
|
|
50,000
|
|
|
|
32,500
|
|
|
|
100,000
|
|
|
|
52,500
|
|
Charge-offs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First mortgage loans
|
|
|
(24,103
|
)
|
|
|
(9,633
|
)
|
|
|
(48,944
|
)
|
|
|
(14,300
|
)
|
Consumer and other loans
|
|
|
(53
|
)
|
|
|
(1
|
)
|
|
|
(83
|
)
|
|
|
(9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total charge-offs
|
|
|
(24,156
|
)
|
|
|
(9,634
|
)
|
|
|
(49,027
|
)
|
|
|
(14,309
|
)
|
Recoveries
|
|
|
1,310
|
|
|
|
65
|
|
|
|
1,936
|
|
|
|
65
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net charge-offs
|
|
|
(22,846
|
)
|
|
|
(9,569
|
)
|
|
|
(47,091
|
)
|
|
|
(14,244
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at
end of period
|
|
$
|
192,983
|
|
|
$
|
88,053
|
|
|
$
|
192,983
|
|
|
$
|
88,053
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses to total loans
|
|
|
0.60
|
%
|
|
|
0.29
|
%
|
|
|
0.60
|
%
|
|
|
0.29
|
%
|
Allowance for loan losses to non-performing loans
|
|
|
24.42
|
|
|
|
20.43
|
|
|
|
24.42
|
|
|
|
20.43
|
|
Net charge-offs as a percentage of average loans (1)
|
|
|
0.29
|
|
|
|
0.13
|
|
|
|
0.30
|
|
|
|
0.10
|
|
Page 47
The following table presents our allocation of the ALL by loan category and the percentage of
loans in each category to total loans at the dates indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At June 30, 2010
|
|
|
At December 31, 2009
|
|
|
|
|
|
|
|
Percentage
|
|
|
|
|
|
|
Percentage
|
|
|
|
|
|
|
|
of Loans in
|
|
|
|
|
|
|
of Loans in
|
|
|
|
|
|
|
|
Category to
|
|
|
|
|
|
|
Category to
|
|
|
|
Amount
|
|
|
Total Loans
|
|
|
Amount
|
|
|
Total Loans
|
|
|
|
(Dollars in thousands)
|
|
First mortgage loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
$
|
183,745
|
|
|
|
98.76
|
%
|
|
$
|
133,927
|
|
|
|
98.69
|
%
|
Other first mortgages
|
|
|
6,248
|
|
|
|
0.20
|
|
|
|
3,169
|
|
|
|
0.21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total first mortgage loans
|
|
|
189,993
|
|
|
|
98.96
|
|
|
|
137,096
|
|
|
|
98.90
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer and other loans
|
|
|
2,990
|
|
|
|
1.04
|
|
|
|
2,978
|
|
|
|
1.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total allowance for loan losses
|
|
$
|
192,983
|
|
|
|
100.00
|
%
|
|
$
|
140,074
|
|
|
|
100.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments
We invest primarily in mortgage-backed securities issued by Ginnie Mae, Fannie Mae and
Freddie Mac, as well as other securities issued by GSEs. These securities account for
substantially all of our securities. We do not purchase unrated or private label mortgage-backed
securities or other higher risk securities such as those backed by sub-prime loans. 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.
The Company has two collateralized borrowings in the form of repurchase agreements totaling
$100.0 million with Lehman Brothers, Inc. Lehman Brothers, Inc. is currently in liquidation under
the Securities Industry Protection Act. Mortgage-backed securities with an amortized cost of
approximately $114.5 million are pledged as collateral for these borrowings and we have demanded
the return of this collateral. We believe that we have the legal right to setoff our obligation to
repay the borrowings against our right to the return of the mortgage-backed securities pledged as
collateral. As a result, we believe that our potential economic loss from Lehman Brothers failure
to return the collateral is limited to the excess market value of the collateral over the $100
million repurchase price. We intend to pursue full recovery of the pledged collateral in
accordance with the contractual terms of the repurchase agreements. There can be no assurances
that the final settlement of this transaction will result in the full recovery of the collateral or
the full amount of the claim. We have not recognized a loss in our financial
statements related to these repurchase agreements as we have concluded that a loss in neither
probable or estimable at June 30, 2010.
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
Page 48
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, national 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, depending on market conditions.
On December 16, 2009, we filed an automatic shelf registration statement on Form S-3 with the
Securities and Exchange Commission, which was declared effective immediately upon filing. This
shelf registration statement allows us to periodically offer and sell, from time to time, in one or
more offerings, individually or in any combination, common stock, preferred stock, debt securities,
capital securities, guarantees, warrants to purchase common stock or preferred stock and units
consisting of one or more of the foregoing. The shelf registration statement provides us with
greater capital management flexibility and enables us to readily access the capital markets in
order to pursue growth opportunities that may become available to us in the future or should there
be any changes in the regulatory environment that call for increased capital requirements.
Although the shelf registration statement does not limit the amount of the foregoing items that we
may offer and sell pursuant to the shelf registration statement, our ability and any decision to do
so is subject to market conditions and our capital needs. At this time, we do not have any
immediate plans or current commitments to sell securities under the self registration statement.
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 $2.83 billion and purchased $542.2 million of loans during the first six months of 2010
as compared to $2.97 billion and $1.88 billion during the first six months of 2009. Loan
origination activity continues to be strong as a result of an increase in mortgage refinancing
caused by market interest rates that remain at near-historic lows.
Our loan purchase activity has significantly declined as the GSEs have been actively
purchasing loans as part of their efforts to keep mortgage rates low to support the housing
market during the recent economic recession. As a result, the sellers we have
historically purchased loans from are selling to the GSEs. We expect that the amount of
loan purchases may continue to be at reduced levels for the near-term.
Principal repayments on
loans amounted to $2.90 billion for the first six months of 2010 as compared to $3.50 billion for
the same period in 2009. At June 30, 2010, commitments to originate and purchase mortgage loans
amounted to $575.9 million and $750,000, respectively as compared to $697.3 million and $101.3
million, respectively at June 30, 2009. The decrease in mortgage loan commitments is due to a
decrease in refinancing activity and continued low levels of home purchase activity. We believe
the decrease in refinancing activity reflects the high volume of refinancings which have already
occurred during this extended period of low market interest rates.
Purchases of mortgage-backed securities during the first six months of 2010 were $6.01 billion as
compared to $3.40 billion during the first six months of 2009. The increase in the purchases of
mortgage-backed securities was due primarily to the reinvestment of proceeds from the principal
repayments and sales of mortgage-backed securities during the first six months of 2010. Principal
repayments on mortgage-backed securities amounted to $4.58 billion for the first six months of 2010
as compared to $1.94 billion for the same period in 2009. The increase in principal repayments was
due primarily to the refinancing activity caused by market interest rates that are at near-historic
lows. The increase in repayments is also due to the principal repayment of $1.13 billion of
mortgage-backed securities by the Federal Home Loan Mortgage Corporation (FHLMC) during the first
quarter of 2010. These principal repayments represented the balances of non-performing loans that
were included in mortgage-backed securities that they issued. We sold $1.09 billion of
mortgage-backed
Page 49
securities during the first six months of 2010, resulting in a gain of $61.4
million. We also sold $761.6 million of mortgage-backed securities during the first six months of
2009, resulting in a gain of $24.0 million.
We purchased $3.00 billion of investment securities during the first six months of 2010 as compared
to $3.07 billion during the first six months of 2009. Proceeds from the calls of investment
securities amounted to $2.70 billion during the first six months of 2010 as compared to $2.27
billion for the corresponding period in 2009.
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 mortgage-related assets and borrowings from the FHLB. During the
first six months of 2010, we had net purchases of $8.4 million of FHLB common stock. During the
first six months of 2009 we had net purchases of $11.4 million.
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 $590.4 million during the first six months of 2010 as compared to an
increase of $3.23 billion for the first six months of 2009. 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. The growth in deposits during the first six months
of 2010 was due to the economic conditions existing at the time that we believe caused customers to
use insured bank deposit products as an alternative to investments such as equity securities and
bonds. However, during the second quarter of 2010, deposits decreased $220.3 million from March
31, 2010. We have lowered our deposit rates to slow our deposit growth from the 2009 levels since
the low yields that are available to us for mortgage-related assets and investment securities have made a
growth strategy less prudent until market conditions improve. Time deposits scheduled to mature
within one year were $11.27 billion at June 30, 2010. These time deposits have a weighted average
rate of 1.45%. These time deposits are scheduled to mature as follows: $4.98 billion with an
average cost of 1.40% in the third quarter of 2010, $2.73 billion with an average cost of 1.35% in
the fourth quarter of 2010, $1.73 billion with an average cost of 1.75% in the first quarter of
2011 and $1.83 billion with an average cost of 1.47% in the second quarter of 2011. The current
yields offered for our six month, one year and two year time deposits are 1.05%, 1.25% and 2.00%,
respectively. In addition, our money market accounts are currently yielding 1.00%. 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 as transfers to other
deposit products at the prevailing interest rate.
We have historically used wholesale borrowings to fund our investing and financing activities.
However, we were able to fund our growth during the first six months of 2010 with deposits. At
June 30, 2010, we had $22.53 billion of borrowed funds with a weighted-average rate of 3.95% and
with call dates within one year. We anticipate that none of these borrowings will be called
assuming current market interest rates remain stable. We believe, given current market conditions,
that the likelihood that a significant portion of these borrowings would be called will not
increase substantially unless interest rates were to increase by at least 300 basis points.
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,
using funds generated by deposit growth or by using proceeds from securities sales. In addition,
at June 30, 2010 we had $600.0 million of borrowings with a weighted average rate of 4.86% that are
scheduled to mature within one year.
Page 50
Our borrowings have traditionally consisted of structured callable borrowings with ten year final
maturities and initial non-call periods of one to five years. We have used this type of borrowing
primarily to fund our loan growth because they have a longer duration than shorter-term
non-callable borrowings and have a slightly lower cost than a non-callable borrowing with a
maturity date similar to the initial call date of the callable borrowing.
In order to effectively manage our interest rate risk and liquidity risk resulting from our current
callable borrowing position, we are pursuing a variety of strategies to reduce callable borrowings
while positioning the Company for future growth. We intend to continue focusing on funding our
future growth primarily with customer deposits, using borrowed funds as a supplemental funding
source if deposit growth is insufficient to support those growth
plans. Funding our future growth primarily with deposits will allow us to achieve a greater balance between
deposits and borrowings. If necessary to fund our future growth and provide for liquidity, we may
borrow a combination of short-term borrowings with maturities of three to six months and
longer-term fixed-maturity borrowings with terms of two to five years. We also intend to modify
certain borrowings to extend their call dates, which we began to do during 2009. During the first
six months of 2010, we modified approximately $3.18 billion of callable borrowings to extend the
call dates of the borrowings by at least four years as part of this strategy. In
addition, we are considering prepayment of certain borrowings; however, at this time, we have no
immediate plans to make any such prepayments, and we anticipate that any prepayment of borrowings
will be limited.
Cash dividends paid during the first six months of 2010 were $147.9 million. We have not purchased
any of our common shares during the six months ended June 30, 2010. At June 30, 2010, there
remained 50,123,550 shares available for purchase 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 2010,
Hudson City Bancorp received $160.0 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 federal law may limit the amount of capital distributions Hudson
City Savings may make. At June 30, 2010, Hudson City Bancorp had total cash and due from banks of
$230.6 million.
At June 30, 2010, 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 7.75%, 7.75% and 21.9%, respectively.
Off-Balance Sheet Arrangements and Contractual Obligations
We are 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 Hudson City
Savings. 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.
Page 51
The following table reports the amounts of our contractual obligations as of June 30, 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due By Period
|
|
|
|
|
|
|
|
Less Than
|
|
|
One Year to
|
|
|
Three Years to
|
|
|
More Than
|
|
Contractual Obligation
|
|
Total
|
|
|
One Year
|
|
|
Three Years
|
|
|
Five Years
|
|
|
Five Years
|
|
|
|
|
(In thousands)
|
|
Mortgage loan originations
|
|
$
|
575,933
|
|
|
$
|
575,933
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Mortgage loan purchases
|
|
|
750
|
|
|
|
750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage-backed security purchases
|
|
|
977,700
|
|
|
|
977,700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating leases
|
|
|
149,662
|
|
|
|
9,204
|
|
|
|
18,652
|
|
|
|
18,159
|
|
|
|
103,647
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,704,045
|
|
|
$
|
1,563,587
|
|
|
$
|
18,652
|
|
|
$
|
18,159
|
|
|
$
|
103,647
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 $189.1 million, $8.7 million, and $2.9 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, included in our 2009 Annual Report to
Shareholders and incorporated by reference into our 2009 Annual Report on Form 10-K, contains a
summary of our significant accounting policies. We believe our policies with respect to the
methodology for our determination of the ALL, 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 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 ALL has been determined in accordance with U.S. generally accepted accounting principles, under
which we are required to maintain an adequate ALL at June 30, 2010. We are responsible for the
timely and periodic determination of the amount of the allowance required. We believe that our ALL
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, 2010. 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,
2010, approximately 75.9% of our total loans are in the New York metropolitan area. Additionally,
the states of Virginia, Illinois, Maryland,
Page 52
Massachusetts, Pennsylvania, Minnesota, and Michigan
accounted for 4.1%, 3.6%, 3.1%, 2.4%, 2.3%, 1.5% and 1.2%, respectively of total loans. The
remaining 5.9% of the loan portfolio is secured by real estate primarily in the remainder of 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 the
continued weakened economic conditions due to the recent U.S. recession, continued high levels of
unemployment, rising interest rates in the markets we lend and a continuing decline in real estate
market values. Any one or a combination of these adverse trends may adversely affect our loan
portfolio resulting in increased delinquencies, non-performing assets, loan losses and future
levels of loan loss provisions. We consider these trends in market conditions in determining the
ALL.
Due to the nature of our loan portfolio, our evaluation of the adequacy of our ALL is performed
primarily on a pooled basis. Each month we prepare an analysis which categorizes 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.
Based on our recent loss experience on non-performing loans, we increased the loss factors used
in our quantitative analysis of the ALL for certain loan types during the first quarter of 2010.
We use this analysis, as a tool, together with principal balances and delinquency reports, to
evaluate the adequacy of the ALL. 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 adverse trends may adversely affect our loan portfolio resulting in
increased delinquencies, loan losses and future levels of provisions.
We maintain the ALL through provisions for loan losses that we charge to income. We charge losses
on loans against the ALL when we believe the collection of loan principal is unlikely. We
establish the
provision for loan losses after considering the results of our review as described above. 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 AQC each quarter.
Hudson City Savings 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 ALL 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 ALL remains
an estimate that is subject to significant judgment and short-term change.
Page 53
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 accounting guidance. We have made annual grants
of performance-based stock options since 2006 that vest if certain financial performance measures
are met. In accordance with accounting guidance, 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.
Pension and Other Post-Retirement 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 ASC 715,
Retirement Benefits
. This ASC 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 post-retirement plan in the
year in which the changes occur.
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 bond indices, for reasonableness. A discount rate
of 6.00% was selected for the December 31, 2009 measurement date and the 2010 expense calculation.
Page 54
For our pension plan, we also assumed an annual rate of salary increase of 4.00% for future
periods. This rate is corresponding 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 12.9% for 2009. The assumed return on plan assets of 8.25% is based on expected returns
in future periods. There can be no assurances with respect to actual return on plan assets in the
future. We continually review and evaluate all actuarial assumptions affecting the pension plan,
including assumed return on assets.
For our post-retirement benefit plan, the assumed health care cost trend rate used to measure the
expected cost of other benefits for 2009 was 8.50%. The rate was assumed to decrease gradually to
4.75% for 2016 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.
Securities Impairment
Our available-for-sale securities 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. Debt securities which we have the positive intent and ability to hold to
maturity are classified as held-to-maturity and are carried at amortized cost. The fair values for
our securities are obtained from an independent nationally recognized pricing service.
Substantially all of our securities portfolio is comprised of mortgage-backed securities and debt
securities issued by a GSE. The fair value of these securities is primarily impacted by changes in
interest rates. We generally view changes in fair value caused by changes in interest rates as
temporary, which is consistent with our experience.
In April 2009, the FASB issued guidance which changes the method for determining whether an
other-than-temporary impairment exists for debt securities and the amount of the impairment to be
recognized in earnings. This guidance requires that an entity assess whether an impairment of a
debt security is other-than-temporary and, as part of that assessment, determine its intent and
ability to hold the security. If the entity intends to sell the debt security, an
other-than-temporary impairment shall be considered to have occurred. In addition, an
other-than-temporary impairment shall be considered to have occurred if it is more likely than not
that it will be required to sell the security before recovery of its amortized cost.
We conduct a periodic review and evaluation of the securities portfolio to determine if a decline
in the fair value of any security below its cost basis is other-than-temporary. Our evaluation of
other-than-temporary impairment considers the duration and severity of the impairment, our intent
and ability to hold the securities and our assessments of the reason for the decline in value and
the likelihood of a near-term recovery. The unrealized losses on securities in our portfolio were
due primarily to changes in market interest rates subsequent to purchase. In addition, we only
purchase securities issued by GSEs. As a result, the unrealized losses on our securities were not
considered to be other-than-temporary and, accordingly, no impairment loss was recognized during
the first six months of 2010.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Quantitative and qualitative disclosure about market risk is presented as of December 31, 2009 in
Hudson City Bancorps Annual Report on Form 10-K. The following is an update of the discussion
provided therein.
Page 55
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. Due to the nature
of our operations, we are not subject to foreign currency exchange or commodity price risk. We do
not own any trading assets. We did not engage in any hedging transactions that use derivative
instruments (such as interest rate swaps and caps) during the first six months of 2010 and did not
have any such hedging transactions in place at June 30, 2010. Our mortgage loan and mortgage-backed
security portfolios, which comprise 87% of our balance sheet, are subject to risks associated with
the economy in the New York metropolitan area, the general economy of the United States and the
continuing pressure on housing prices. We continually analyze our asset quality and believe our
allowance for loan losses is adequate to cover known and potential losses.
The difference between rates on the yield curve, or the shape of the yield curve, impacts our net
interest income. The FOMC noted that the economic outlook softened somewhat in the second quarter
of 2010 but that the economy is continuing to grow although at a slower pace than anticipated. The
national unemployment rate decreased to 9.5% in June 2010 as compared to 9.7% in March 2010 and
10.0% in December 2009. Although there has been recent improvement in the economy, the FOMC
decided to maintain the overnight lending rate at zero to 0.25% during the second quarter of 2010.
As a result of the FOMC policy decisions and the general tenor of the economy, short-term market
interest rates have remained at low levels during the first six months of 2010 while longer-term
market interest rates decreased, thus flattening the slope of the market yield curve. Due to our
investment and financing decisions, a flatter slope of the yield curve results in a less favorable
environment for us 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.
The current interest rate environment has allowed us to continue to re-price lower our short-term time and
non-maturity deposits, thereby reducing our cost of funds, and has also allowed us to price medium-term
time deposits (2-5 year maturities) at lower rates and extend the weighted-average remaining maturity on
this portfolio. The yields on mortgage-related assets have also remained at relatively low levels
as the 10 year treasury fell below 3.00% during the second quarter of 2010. Our net interest rate
spread remained unchanged at 1.89% for the second quarter of 2010 as compared to the second quarter
of 2009 and our net interest margin decreased to 2.13% for the second quarter of 2010 as compared to
2.20% for the linked first quarter of 2010 and 2.18% for the second quarter of 2009. While our
deposits continued to reprice to lower rates during the second quarter of 2010, the low market
interest rates resulted in lower yields on our mortgage-related interest-earning assets as
customers refinanced to lower mortgage rates and our new loan production and asset purchases were
at the current low market interest rates. Mortgage-related assets represented 87.8% of our average
interest-earning assets during the second quarter of 2010.
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, this timing difference
has a positive impact on our net
interest income
Page 56
as our interest-bearing liabilities reset to the lower interest rates. If
short-term interest rates were to increase, the cost of our interest-bearing liabilities would also
increase and have an adverse impact on our net interest income.
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 and demographic variables. 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 lower 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 increased during 2009
and the first six months of 2010, due to the current low market interest rate environment. We
believe the higher level of prepayment activity may continue as market interest rates are expected
to remain at the current low levels through at least the end of the third quarter of 2010.
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 six months of 2010 we saw an increase in call activity on our
investment securities as market interest rates remained at these historic lows. We anticipate
continued calls of investment securities due to the anticipated continuation of the low current
market interest rate environment.
Our borrowings have traditionally consisted of structured callable borrowings with ten year final
maturities and initial non-call periods of one to five years. We have used this type of borrowing
primarily to fund our growth because these borrowings have a longer duration than shorter-term non-callable
borrowings and have a lower cost than a non-callable borrowing with a maturity date
similar to the initial call date of the callable borrowing. 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 activity generally
affects the cost of our borrowed funds, as the call of a borrowing would generally necessitate
re-funding, either through a new borrowing or deposit growth, at the higher current market interest
rate. During the first six months of 2010 we experienced no call activity on our borrowed funds due
to the continued low levels of market interest rates. At June 30, 2010, we had $22.53 billion of
borrowed funds, with a weighted-average rate of 3.95%, with call dates within one year as compared
to $22.25 billion at December 31, 2009. We anticipate that none of these borrowings will be called
assuming current market interest rates remain stable or increase modestly. We believe, given
current market conditions, that the likelihood that a significant portion of these borrowings would
be called will not increase substantially unless interest rates were to increase by at least 300
basis points. 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 by repaying the borrowings, using funds generated by deposit growth or by using proceeds from securities
sales.
During 2009 and the first six months of 2010, we were able to fund our asset growth primarily with
deposit inflows. In order to effectively manage our interest rate risk and liquidity risk
resulting from our
Page 57
current callable borrowing position, we are pursuing a variety of strategies to
reduce borrowings callable within 12 months while positioning the Company for future growth. We intend
to continue focusing on funding our future growth primarily with customer deposits, using borrowed funds
as a supplemental funding source if deposit growth is insufficient to support those growth plans. Funding our future growth primarily with
deposits will allow us to achieve a greater balance between deposits and borrowings. If necessary
to fund our future growth and provide for liquidity, we may borrow a combination of short-term borrowings
with maturities of three to six months and longer-term fixed-maturity borrowings with terms of two
to five years. We also intend to continue to modify certain borrowings to extend their call dates, which we
began to do during 2009. During the first six months of 2010, we modified approximately $3.18
billion of callable borrowings to extend the call dates of the borrowings by at least four years as
part of this strategy. In addition, we are considering prepayment of certain borrowings; however,
at this time, we have no immediate plans to make any such prepayments, and we anticipate that any
prepayment of borrowings will be limited.
Simulation Model.
Hudson City continues to monitor the impact of interest rate volatility
in the same manner as at December 31, 2009, 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 100 or 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.
As a primary means of managing interest rate risk, we monitor the impact of interest rate changes
on our net interest income over the next twelve-month period. This model does not purport to
provide estimates of net interest income over the next twelve-month
period, but rather, attempts to assess
the impact on our net interest income of interest rate changes. The following table reports the
changes to our net interest income over the next 12 months ending June 30, 2011 assuming
incremental (equal percent change in each quarter) and permanent changes in interest rates for the
given rate shock scenarios. The incremental rate changes occur over the 12 month period.
|
|
|
|
|
|
Change in
|
|
Percent Change in
|
Interest Rates
|
|
Net Interest Income
|
|
(Basis points)
|
|
|
|
|
|
200
|
|
|
0.35
|
%
|
|
100
|
|
|
0.09
|
|
|
50
|
|
|
0.02
|
|
|
(50
|
)
|
|
(0.46
|
)
|
The preceding table indicates that at June 30, 2010, in the event of a 200 basis point
incremental increase in interest rates, we would expect to experience a 0.35% increase from the
base case in net interest income. This compares to a 1.66% decrease at December 31, 2009.
If market
rates were to instantaneously increase 200 or 300 basis points, rather than the incremental
increases shown in the table, we would expect to experience a
1.49% increase or an 8.44% decrease, respectively, to net interest income from the base case
analysis compared with a 6.02% and 12.72% decrease, respectively, at December 31, 2009. The
positive change to net interest income in the increasing interest rate scenarios in both these
analyses was primarily due to the increased income from our mortgage-related assets, due to higher
reinvestment rates, partially offset by a lower increase in interest
expense from deposits due to a lower aggregate principal balance of
deposits compared to
our interest-earning assets, and limited change in borrowing expense due to the current
low interest rate environment. Our internal policy sets a maximum change of 20.0% given an
instantaneous 200 basis point increase or decrease shock in interest rates.
Page 58
The preceding table also indicates that at June 30, 2010, in the event of a 50 basis point
incremental decrease in interest rates over the next 12 months, we would expect to experience a
0.46% decrease from the base case in net interest income. This compares to the 0.01% increase at
December 31, 2009. In this analysis, where the rates change over the 12 month period, the decrease
in interest income, due to accelerated prepayments and calls, is greater than the decrease in
deposits while borrowing expense does not change. If market rates were to decrease 50 basis points
instantaneously, we would expect to experience a 5.12% decrease in net interest income from the
base case compared with a 4.83% decrease at December 31, 2009. This decrease is primarily due to
the instantaneous acceleration of prepayment speeds on our mortgage-related assets and calls of our
investment securities in the lower shocked environment, and the subsequent replacement of these
instruments at the lower prevailing market rate.
We also monitor our interest rate risk by modeling changes in the present value of equity in
the different interest rate environments. The present value of equity is the difference between the
estimated fair value of interest rate-sensitive assets and liabilities. 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, rate caps, rate 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 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, 2010. 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 interest rate
environments.
|
|
|
|
|
|
|
|
|
Value of Assets
|
Change in
|
|
Present
|
|
Basis Point
|
Interest Rates
|
|
Value Ratio
|
|
Change
|
|
(Basis points)
|
|
|
|
|
|
|
|
|
200
|
|
|
8.27
|
%
|
|
|
25
|
|
100
|
|
|
8.96
|
|
|
|
94
|
|
50
|
|
|
8.72
|
|
|
|
70
|
|
0
|
|
|
8.02
|
|
|
|
|
|
(50)
|
|
|
6.87
|
|
|
|
(115
|
)
|
In the 200 basis point increase scenario, the present value ratio was 8.27% at June 30, 2010
as compared to 4.81% at December 31, 2009. The change in the present value ratio was positive 25
basis points at June 30, 2010 as compared to negative 258 basis points at December 31, 2009. The
increase in the present value ratio and the decrease of the sensitivity measure from the base case
in the current period positive
200 basis point shock scenario reflect the decrease in the value of our borrowed funds due to the
extension of the next reprice date and our ongoing modifications and the elevated levels of pricing
of our mortgage related assets in this low rate environment. If rates were to increase 300 basic
points, the present value ratio would be 6.36% with a decrease from the base case of 166 basis
points. In the 50 basis point decrease scenario, the present value ratio was 6.87% at June 30, 2010
as compared to 7.07% at December
Page 59
31, 2009. The change in the present value ratio was negative 115
basis points at June 30, 2010 as compared to negative 32 basis points at December 31, 2009. The
decrease in the present value ratio in the current period negative 50 basis point shock scenario
reflects the higher valuation of borrowings as lower market rates would further decrease the
likelihood that these borrowings will be called.
The increase in the present value ratio in the base case, the
200 basis point increase scenario and the 50 basis point decrease scenario from December 31, 2009
reflects the higher valuation of our mortgage-related asset portfolios due to accelerated
prepayment speeds and current low interest rate environment, and the initial lower valuation of our
borrowing portfolio due to the modifications we have executed during the past nine months that have
decreased the likelihood that these borrowings will be called. The increase in the present value
ratio is also due to the growth of our deposit portfolio during 2009 and the first three months of
2010 as deposits price closer to par in the various scenarios.
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.
Page 60
GAP Analysis.
The following table presents the amounts of our interest-earning assets and
interest-bearing liabilities outstanding at June 30, 2010, which we anticipate to reprice or mature
in each of the future time periods shown. Except for prepayment or call 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. Assumptions used for decay rates are the same as
those used in the preparation of our December 31, 2009 model. Prepayment speeds on our
mortgage-backed securities have increased from our December 31, 2009 analysis to reflect actual
prepayment speeds for these items. Investment securities with step-up features, totaling $1.05
billion, are reported at the earlier of their next step-up date. 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 $4.33 billion of investment securities at
their anticipated call date. We have reported no borrowings at their anticipated call date due to
the low interest rate environment. We have excluded non-accrual mortgage loans of $734.2 million,
non-accrual other loans of $3.6 million.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At June 30, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
$
|
3,679,290
|
|
|
$
|
2,975,888
|
|
|
$
|
4,616,081
|
|
|
$
|
3,962,958
|
|
|
$
|
5,840,273
|
|
|
$
|
10,021,118
|
|
|
$
|
31,095,608
|
|
Consumer and other loans
|
|
|
85,949
|
|
|
|
5,450
|
|
|
|
14,308
|
|
|
|
49,727
|
|
|
|
11,554
|
|
|
|
163,960
|
|
|
|
330,948
|
|
Federal funds sold
|
|
|
180,892
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
180,892
|
|
Mortgage-backed securities
|
|
|
4,146,131
|
|
|
|
3,149,069
|
|
|
|
5,104,575
|
|
|
|
3,671,466
|
|
|
|
3,382,627
|
|
|
|
1,991,772
|
|
|
|
21,445,640
|
|
FHLB stock
|
|
|
883,190
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
883,190
|
|
Investment securities
|
|
|
4,331,491
|
|
|
|
|
|
|
|
300,000
|
|
|
|
750,000
|
|
|
|
|
|
|
|
125,240
|
|
|
|
5,506,731
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-earning assets
|
|
|
13,306,943
|
|
|
|
6,130,407
|
|
|
|
10,034,964
|
|
|
|
8,434,151
|
|
|
|
9,234,454
|
|
|
|
12,302,090
|
|
|
|
59,443,009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Savings accounts
|
|
|
63,705
|
|
|
|
63,705
|
|
|
|
84,940
|
|
|
|
84,940
|
|
|
|
212,349
|
|
|
|
339,756
|
|
|
|
849,395
|
|
Interest-bearing demand accounts
|
|
|
234,265
|
|
|
|
234,265
|
|
|
|
348,608
|
|
|
|
348,608
|
|
|
|
599,614
|
|
|
|
633,096
|
|
|
|
2,398,456
|
|
Money market accounts
|
|
|
507,454
|
|
|
|
507,454
|
|
|
|
1,014,908
|
|
|
|
1,014,908
|
|
|
|
1,776,090
|
|
|
|
253,728
|
|
|
|
5,074,542
|
|
Time deposits
|
|
|
7,713,599
|
|
|
|
3,558,276
|
|
|
|
2,855,509
|
|
|
|
904,400
|
|
|
|
1,199,499
|
|
|
|
|
|
|
|
16,231,283
|
|
Borrowed funds
|
|
|
300,000
|
|
|
|
300,000
|
|
|
|
300,000
|
|
|
|
350,000
|
|
|
|
1,900,000
|
|
|
|
26,825,000
|
|
|
|
29,975,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing liabilities
|
|
|
8,819,023
|
|
|
|
4,663,700
|
|
|
|
4,603,965
|
|
|
|
2,702,856
|
|
|
|
5,687,552
|
|
|
|
28,051,580
|
|
|
|
54,528,676
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate sensitivity gap
|
|
$
|
4,487,920
|
|
|
$
|
1,466,707
|
|
|
$
|
5,430,999
|
|
|
$
|
5,731,295
|
|
|
$
|
3,546,902
|
|
|
$
|
(15,749,490
|
)
|
|
$
|
4,914,333
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative interest rate sensitivity gap
|
|
$
|
4,487,920
|
|
|
$
|
5,954,627
|
|
|
$
|
11,385,626
|
|
|
$
|
17,116,921
|
|
|
$
|
20,663,823
|
|
|
$
|
4,914,333
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative interest rate sensitivity gap
as a percent of total assets
|
|
|
7.37
|
%
|
|
|
9.77
|
%
|
|
|
18.69
|
%
|
|
|
28.09
|
%
|
|
|
33.91
|
%
|
|
|
8.07
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative interest-earning assets
as a percent of interest-bearing
liabilities
|
|
|
150.89
|
%
|
|
|
144.16
|
%
|
|
|
162.95
|
%
|
|
|
182.33
|
%
|
|
|
178.04
|
%
|
|
|
109.01
|
%
|
|
|
|
|
The cumulative one-year gap as a percent of total assets was positive 9.77% at June 30, 2010
compared with negative 3.70% at December 31, 2009. The change to a positive cumulative one-year gap
primarily reflects the increase in the amount of agency bonds assumed to be called, the accelerated prepayment
speeds on our mortgage-related assets and the extension of our time deposits to longer-term
maturities. The proceeds from the assumed call of $4.33 billion in agency bonds will likely be reinvested in similar callable securities. As a result of the
expected reinvestment of these proceeds, our one-year interest rate sensitivity gap may decrease in future periods.
Page 61
The methods used in the gap table are also inherently imprecise. For example, although certain
assets and liabilities may have similar maturities or periods to repricing, they may react in
different degrees to changes in market interest rates. Interest rates on certain types of assets
and liabilities may fluctuate in advance of changes in market interest rates, while interest rates
on other types may lag behind changes in market rates. Certain assets, such as adjustable-rate
loans and mortgage-backed securities, have features that limit changes in interest rates on a
short-term basis and over the life of the loan. If interest rates change, prepayment and early
withdrawal levels would likely deviate from those assumed in calculating the table. Finally, the
ability of borrowers to make payments on their adjustable-rate loans may decrease if interest rates
increase.
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, 2010. 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 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 2009
Annual Report on Form 10-K and our March 31, 2010 Form 10-Q. There has been no material change in
risk factors since March 31, 2010, except as described below.
The recent adoption of regulatory reform legislation may have a material effect on our operations
and capital requirements.
On July 21, 2010, President Obama signed into law the Reform Act. The Reform Act is intended to
address perceived weaknesses in the U.S. financial regulatory system and to prevent future economic
and financial crises. There are many provisions of the Reform Act which are to be implemented
through regulations to be adopted by the federal bank regulatory agencies within specified time
frames following the effective date of the Reform Act, which creates a risk of uncertainty as to
the effect that such provisions will ultimately have. We do not believe that the Reform Act will
have a material impact on our core operations. However, we believe the following provisions of the
Reform Act will have an
Page 62
impact on us, though it is not possible for us to determine at this time whether and to what extent
the Reform Act will have a material effect on our business, financial condition or results of
operations:
|
|
|
New Regulatory Regime
. On July 21, 2011, unless the Secretary of the Treasury
opts to delay such date for up to an additional six months, the OTS will be eliminated and
the OCC will take over the regulation of all federal savings associations, such as Hudson
City Savings. The FRB will acquire the OTSs authority over all savings and loan holding
companies, such as Hudson City Bancorp, and will also become the supervisor of all
subsidiaries of savings and loan holding companies other than depository institutions. As
a result, we will now be subject to regulation, supervision and examination by two federal
banking agencies, the OCC and the FRB, rather than just by the OTS, as is currently the
case. The Reform Act also provides for the creation of the Bureau of Consumer Financial
Protection, or the CFPB. The CFPB will have the authority to implement and enforce a
variety of existing consumer protection statutes and to issue new regulations and, with
respect to institutions with more than $10 billion in assets, such as Hudson City Savings,
the CFPB will have exclusive examination and enforcement authority with respect to such
laws and regulations. As a new independent Bureau within the FRB, it is possible that the
CFPB will focus more attention on consumers and may impose requirements more severe than
the previous bank regulatory agencies.
|
|
|
|
|
Consolidated Holding Company Capital Requirements
. The Reform Act requires the
federal banking agencies to establish consolidated risk-based and leverage capital
requirements for insured depository institutions, depository institution holding companies
and systemically important nonbank financial companies. These requirements must be no less
than those to which insured depository institutions are currently subject, and the new
requirements will effectively eliminate the use of trust preferred securities, which we
have never issued, as a component of Tier 1 capital for depository institution holding
companies of our size. As a result, on the fifth anniversary of the effective date of the
Reform Act, we will become subject to consolidated capital requirements to which we are
not subject to currently.
|
|
|
|
|
Deposit Insurance Assessments
. The Reform Act increases the minimum designated
reserve ratio for the Deposit Insurance Fund of the FDIC from 1.15% to 1.35% of insured
deposits, which much be reached by September 30, 2020, and provides that in setting the
assessments necessary to meet the new requirement, the FDIC shall offset the effect of this
provision on insured depository institutions with total consolidated assets of less than
$10 billion, so that more of the cost of raising the reserve ratio will be borne by the
institutions with more than $10 billion in assets, such as Hudson City. In addition,
deposit insurance assessments will now be based on our average consolidated total assets
minus our average tangible equity, rather than on our deposit bases.
As a result of these
provisions, our deposit insurance premiums are expected to increase, and the increase may
be substantial.
|
|
|
|
|
Roll Back of Federal Preemption
. The Reform Act significantly rolls back the
federal preemption of state consumer protection laws that is currently enjoyed by federal
savings associations and national banks by (i) requiring that a state consumer financial
law prevent or significantly interfere with the exercise of a federal savings associations
or national banks powers before it can be preempted, (ii) mandating that any preemption
decision be made on a case by case basis rather than a blanket rule and (iii) ending the
applicability of preemption to subsidiaries and affiliates of national banks and federal
savings associations. As a result, we may now be subject to state consumer protection laws
in each state where we do business, and those laws may be interpreted and enforced
differently in different states.
|
Page 63
|
|
|
Systemic Risk Regulation
. The Reform Act contains various systemic risk
provisions that are applicable to bank holding companies with $50 billion or more in
consolidated assets, as well as nonbank financial companies that are deemed to be
systemically important by the Financial Stability Oversight Council (FSOC), an entity
established under the Reform Act to identify risks in market activities and to enhance
oversight of the financial system. Upon completion of our planned conversion of Hudson
City Savings to a national bank, we will become a bank holding company and be subject to
the systemic risk provisions of the Reform Act. If we do not complete the planned charter
conversion, it is likely that the FSOC will evaluate us to determine whether we should be
deemed systemically important for purposes of the Reform Acts systemic risk provisions
because we are one of the largest savings and loan holding companies. If we complete the
planned charter conversion or are otherwise deemed to be systemically important, we would
become subject to any enhanced prudential standards that are imposed by the FRB pursuant to
the Reform Act, which may include increased capital requirements, leverage limits,
liquidity requirements, resolution plan and credit exposure report requirements,
concentration limits, enhanced public disclosures, short-term debt limits and overall risk
management requirements, as well as other requirements, such as the preparation of
resolution plans and credit exposure reports.
|
The Reform Act also includes provisions, subject to further rulemaking by the federal bank
regulatory agencies, that may affect our future operations, including provisions that create
minimum standards for the origination of mortgages and that remove certain obstacles to the
conversion of savings associations to national banks. We will not be able to determine the impact
of these provisions until final rules are promulgated to implement these provisions and other
regulatory guidance is provided interpreting these provisions.
Future taxes on liabilities could adversely affect our financial condition
.
In January of 2010, President Obama announced his proposal for a Financial Crisis Responsibility
fee that would require financial firms to repay the projected cost of the Troubled Asset Relief
Program. The proposed fee was to be applied to banks, thrifts, bank holding companies, thrift
holding companies and insurance or other companies that own insured depository institutions, in
each case with more than $50 billion in consolidated assets and would equal approximately 15 basis
points (0.15%) of covered liabilities per year. As proposed, the fee was to remain in place for
ten years and was expected to raise a total of $90 billion. At this time legislation to enact the
Financial Crisis Responsibility fee has not been introduced into Congress.
Similarly, on June 25, 2010, the House of Representatives approved the conference report
(the Conference Report) that reconciled the House- and Senate-passed versions of financial
regulatory reform. The Conference Report contained a proposed tax to pay the projected five-year,
$19 billion cost of the legislation, which similar to the Financial Crisis Responsibility fee, was
to be imposed on banks, thrifts and bank holding companies with more than $50 billion in
consolidated assets (the bank tax). Although initially adopted by the House of Representatives,
the bank tax was later stricken from the Conference Report during the final stages of the
legislation and is not included in the Reform Act enacted on July 21, 2010. Although the bank tax
was removed from the Reform Act, the Obama administration and Representative Barney Frank have
publicly stated that they intend to reintroduce a bank tax in some form. While at this time it is
not clear what a future bank tax will entail, if the proposed tax is similar to the past proposals
it will be assessed on large financial institutions such has Hudson City which may adversely affect
our results of operations and financial condition.
Page 64
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table reports information regarding repurchases of our common stock during the first
quarter of 2010 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, 2010
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
50,123,550
|
|
May 1-May 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,123,550
|
|
June 1-June 30, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,123,550
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
On April 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.
|
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. (Removed and Reserved)
Item 5. Other Information
Not applicable.
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. *
|
Page 65
|
|
|
Exhibit Number
|
|
Exhibit
|
101
|
|
The following information from the Companys Quarterly
Report on Form 10-Q for the quarter ended June 30, 2010,
filed with the SEC on August 5, 2010, has been formatted in
eXtensible Business Reporting Language: (i) Consolidated
Statements of Financial Condition at June 30, 2010 and
December 31, 2009, (ii) Consolidated Statements of Income
for the three and six months ended June 30, 2010 and 2009,
(iii) Consolidated Statements of Changes in Shareholders
Equity for the six months ended June 30, 2010 and 2009 ,
(iv) Consolidated Statements of Cash Flows for the six
months ended June 30, 2010 and 2009 and (v) Notes to the
Unaudited Consolidated Financial Statements (detail
tagged). *
|
|
|
|
*
|
|
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 66
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.
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Hudson City Bancorp, Inc.
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Date: August 5, 2010
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By:
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/s/ Ronald E. Hermance, Jr.
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Ronald E. Hermance, Jr.
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Chairman, President and
Chief Executive Officer
(Principal Executive Officer)
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Date: August 5, 2010
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By:
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/s/ James C. Kranz
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James C. Kranz
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Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
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Page 67
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