- Annual Report of Employee Stock Plans (11-K)
June 27 2011 - 2:22PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT UNDER SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
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þ
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Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934
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For the fiscal year ended: December 31, 2010
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o
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Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934
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For the transition period from
to
Commission File Number: 0-26001
A.
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Full title of plan and the address of the plan, if different from that of the issuer named
below:
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Profit Incentive Bonus Plan of
Hudson City Savings Bank
B.
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Name of issuer of the securities held pursuant to the plan and the address of its principal
executive office:
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Hudson City Bancorp, Inc.
West 80 Century Road
Paramus, NJ 07652
REQUIRED INFORMATION
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FINANCIAL STATEMENTS
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Page
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1
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2
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3
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4
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15
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17
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18
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19
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EX-23.1
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1
Report of Independent Registered Public Accounting Firm
The Board of Directors
Hudson City Bancorp, Inc.:
We have audited the accompanying statements of net assets available for benefits of the Profit
Incentive Bonus Plan of Hudson City Savings Bank (the Plan) as of December 31, 2010 and 2009, and
the related statements of changes in net assets available for benefits for the years then ended.
These financial statements are the responsibility of the Plans management. Our responsibility is
to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the net assets available for benefits of the Profit Incentive Bonus Plan of Hudson City
Savings Bank as of December 31, 2010 and 2009, and the changes in its net assets available for
benefits for the years then ended, in conformity with U.S. generally accepted accounting
principles.
Our audits were performed for the purpose of forming an opinion on the basic financial statements
taken as a whole. The supplemental Schedule H, Line 4i Schedule of Assets (Held at End of Year)
as of December 31, 2010 is presented for the purpose of additional analysis and is not a required
part of the basic financial statements, but is supplementary information required by the Department
of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the responsibility of the Plans management.
The supplemental schedule has been subjected to the auditing procedures applied in the audit of the
basic financial statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
New York, New York
June 27, 2011
1
PROFIT INCENTIVE BONUS PLAN OF
HUDSON CITY SAVINGS BANK
Statements of Net Assets
Available for Benefits
December 31, 2010 and 2009
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December 31,
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December 31,
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2010
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2009
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Assets
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Investments, at fair value:
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Mutual funds (Note 9)
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$
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17,637,088
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$
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13,052,677
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Morgan Stanley Stable Value Fund Class A (Notes 2(d), 9 and 10)
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9,886,309
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8,229,984
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Hudson City Bancorp, Inc. Common Stock Fund (Note 9)
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44,983,792
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48,618,531
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Total investments, at fair value
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72,507,189
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69,901,192
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Receivables:
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Participant loans receivable (Note 7)
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840,009
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683,512
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Employer contribution receivable
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505,062
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572,289
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Interest and other receivables
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295
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1,401
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Total receivables
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1,345,366
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1,257,202
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Total assets
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73,852,555
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71,158,394
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Liabilities
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Fee payable
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2,365
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2,363
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Net assets available for benefits at fair value
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73,850,190
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71,156,031
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Adjustment from fair value to contract value for fully
benefit-responsive investment contracts (Note 2(d))
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1,192,942
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Net assets available for benefits
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$
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73,850,190
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$
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72,348,973
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See accompanying notes to financial statements
2
PROFIT INCENTIVE BONUS PLAN OF
HUDSON CITY SAVINGS BANK
Statements of Changes in Net Assets
Available for Benefits
Years Ended December 31, 2010 and 2009
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December 31,
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December 31,
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2010
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2009
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Additions to (reductions from) net assets attributable to:
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Investment income:
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Interest
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$
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50,035
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$
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56,641
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Dividends
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2,395,570
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2,317,152
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Net depreciation in fair value of investments (Note 9)
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(1,804,662
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(5,498,132
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)
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Total investment income (loss)
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640,943
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(3,124,339
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Contributions:
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Employer contributions
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508,325
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572,289
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Employee contributions
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1,964,444
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1,673,791
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Rollovers
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623,210
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35,225
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Total contributions
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3,095,979
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2,281,305
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Total addition (reduction)
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3,736,922
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(843,034
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Deduction from net assets attributable to:
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Participant benefits
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2,205,194
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2,245,894
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Administrative expenses (Note 6)
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30,511
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29,670
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Total deductions
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2,235,705
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2,275,564
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Increase (decrease) in net assets available for
benefits
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1,501,217
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(3,118,598
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Net assets available for benefits:
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Beginning of period
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72,348,973
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75,467,571
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End of period
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$
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73,850,190
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$
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72,348,973
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See accompanying notes to financial statements.
3
PROFIT INCENTIVE BONUS PLAN OF
HUDSON CITY SAVINGS BANK
Notes to Financial Statements
December 31, 2010 and 2009
(1)
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Description of Plan
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The following plan information provides only a general description of the provisions of the
Profit Incentive Bonus Plan of Hudson City Savings Bank (the Plan). The Summary Plan
Description or Plan Document should be referred to for a more complete description of the
Plans provisions.
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(a)
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General
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The Plan is a participant-directed, defined contribution profit-sharing plan
sponsored by Hudson City Savings Bank (the Bank) under the provisions of Section
401(a) of the Internal Revenue Code (the IRC), which includes a qualified cash or
deferred arrangement as described in Section 401(k) of the IRC, for the benefit of
eligible employees of the Bank. It is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
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A full-time employee becomes eligible to participate on the first of the month
following the first anniversary of his or her employment if he or she is at least 21
years old. A part-time employee becomes eligible to participate upon attaining the
minimum age of 21, is employed a minimum of one year, and meets the eligibility rule
of 1,000 work hours in one anniversary year, as defined. Effective March 1, 2009 the
Plan was amended to allow participation starting on the first month following three
months of service, if the participant is at least 21 years of age.
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The Plan maintains an account for each participant. Participants can elect to receive
the Banks profit-sharing bonus in cash and/or defer it into the Plan. Each
participant is fully vested in participant contributions. Non-elective employer
contributions vest at the rate of 20% per year until fully vested after five years.
The benefit to which a participant is entitled is the benefit that can be provided
from the participants vested account balances.
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Forfeitures are applied to reduce the Plans administrative expenses. At December 31,
2010 and 2009, forfeitures of $7,000 and $0, respectively, were used to reduce the
plans administrative expenses. At December 31, 2010 and 2009, there were $935 and
$101, respectively, of forfeitures that were not used to reduce the Plans
administrative expenses.
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Each participants account is credited with the respective contribution and an
allocation of plan earnings and charged with an allocation of administrative
expenses. Allocations are based on participant earnings or account balances, as
defined.
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(b)
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Administration
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The Human Resources and Benefits Committee, as appointed by the Board of Directors of
the Plan Sponsor, is responsible for administering the Plan operations. The
Committee is
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4
PROFIT INCENTIVE BONUS PLAN OF
HUDSON CITY SAVINGS BANK
Notes to Financial Statements
December 31, 2010 and 2009
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named fiduciary, which has the authority to control and manage the
operation and administration of the Plan. In addition, they have authority over the
Plans investments.
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(c)
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Contributions
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Participants are eligible to make personal contributions to the Plan. The amount
contributed may not exceed 60% of compensation for the payroll period, as defined,
subject to certain limitations. Total pre-tax contributions may not exceed the
Internal Revenue Service annual limit, which was $16,500 for both 2010 and 2009,
respectively. Participants age 50 or over may contribute an additional tax-deferred
contribution subject to an annual limit of $5,500 for both 2010 and 2009,
respectively.
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The Bank may allow Participants to enter into a special contribution agreement to
make contributions up to 100% of cash bonuses paid on a uniform and
non-discriminatory basis that are made for such participants during the Plan Year.
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Participants in the Plan may designate the funds into which their contribution shall
be invested. A participant may transfer a portion of his or her account balance among
the funds as outlined in the Plan.
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Participants may make rollover contributions to the Plan, which represent
distributions from a qualified IRA or other qualified plan.
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The Plan provides for automatic escalating enrollment for all new participants. If
an employee meets the Plans eligibility requirements, automatic enrollment begins at
a pre-tax contribution rate of 3% of eligible compensation, as defined in the Plan
Document. Employees may elect to opt out of the automatic enrollment, or they may opt
out of or change the percentage of the automatic escalating contribution option at
any time.
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(d)
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Investment Elections
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Each participant may direct his or her account into one or more of 21 investment
options offered by the Plan or in the Hudson City Common Stock Fund, a self-directed
investment option. The Plan allows participants to change their investment election
at any time unless restrictions are placed on a specific fund due to relatively
short-term restrictions on the common stock fund. In addition, the Plan allows
participants to change his or her contribution percentage at any time.
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(e)
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Benefit Payments
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Under the terms of the agreement with the Bank, participants and/or beneficiaries are
eligible for payments following termination of employment for any reason, including
death or disability. These payments can be made either in a lump-sum distribution or
in equal
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5
PROFIT INCENTIVE BONUS PLAN OF
HUDSON CITY SAVINGS BANK
Notes to Financial Statements
December 31, 2010 and 2009
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annual installments over a period not to exceed 15 years. If the vested
balance of a participants account balance is $5,000 or less, payment will be made in
a lump-sum distribution. Subject to such terms and conditions as may be established
from time to time by the plan administrator, participants may elect to receive shares
of Hudson City Bancorp, Inc. (Hudson City Bancorp) common stock, which are held in
the Hudson City Bancorp, Inc. Common Stock Fund. Participants may receive either the
entire portion of their interest in the Hudson City Bancorp, Inc. Common Stock Fund
in shares of Hudson City Bancorp common stock or part in shares and part in cash. The
maximum number of shares of Hudson City Bancorp stock that they may receive will be
the number of whole shares attributable to their interest in the Hudson City Bancorp,
Inc. Common Stock Fund. Any remaining amount distributed will be paid in cash.
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(f)
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Withdrawals
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During employment, a participant may make withdrawals of all or certain portions of
his or her vested account balance, subject to certain restrictions as set forth in
the Plan Document. Certain withdrawals, such as hardship withdrawals, preclude the
participant from making further contributions or withdrawals under the Plan for six
months after the receipt of the distribution.
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(2)
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Summary of Significant Accounting Policies
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(a)
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Basis of Presentation
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The accompanying financial statements of the Plan have been prepared on the accrual
basis of accounting and present the net assets available for benefits and the changes
in those net assets.
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(b)
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Recent Accounting Pronouncements
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In January 2010, the FASB issued an accounting standards update (ASU) regarding
disclosure requirements for fair value measurement. This update provides amendments
to fair value measurement that require new disclosures related to transfers in and
out of Levels 1 and 2 and activity in Level 3 (see note 2(c) below) fair value
measurements. The update also provides amendments clarifying level of disaggregation
and disclosures about inputs and valuation techniques along with conforming
amendments to the guidance on employers disclosures about postretirement benefit
plan assets. This update is effective for interim and annual reporting periods
beginning after December 15, 2009, except for the disclosures about purchases, sales,
issuances, and settlements in the rollforward of activity in Level 3 fair value
measurements, which are effective for fiscal years beginning after December 15, 2010.
This accounting standards update did not have a material impact on the financial
position of the Plan or the changes in net assets.
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6
PROFIT INCENTIVE BONUS PLAN OF
HUDSON CITY SAVINGS BANK
Notes to Financial Statements
December 31, 2010 and 2009
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The FASB issued ASU 2010-25, stating that loans should be classified as notes
receivable carried at amortized cost plus any accrued but unpaid interest and that
such loans are exempt from the fair value and credit quality disclosure requirements.
The update is effective for periods ending after December 15, 2010. Retrospective
application is required and early adoption is permitted. The Plan adopted ASU 2010-25
in the 2010 financial statements, applied retrospectively for all periods presented.
The adoption of ASU 2010-25 was not significant as the unpaid principal balance plus
accrued interest of loans to participants approximated estimated fair value.
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(c)
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Fair Value Measurement of Investments
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The Accounting Standards Codification (ASC) Topic 820,
Fair Value Measurements and
Disclosures,
defines fair value, establishes a framework for measuring fair value and
expands disclosures about fair value measurements.
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The Plan uses fair value measurements to record fair value adjustments to certain
assets and to determine fair value disclosures. The Plan did not have any liabilities
that were measured at fair value at December 31, 2010. The Plans investments are
recorded at fair
value on a recurring basis. Additionally, from time to time, the Plan may be required
to record at fair value other assets or liabilities on a non-recurring basis.
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In accordance with ASC Topic 820, the Plan groups its assets at fair value in three
levels, based on the markets in which the assets are traded and the reliability of
the assumptions used to determine fair value. These levels are:
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Level 1 Valuation is based upon quoted prices for identical instruments traded
in active markets.
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Level 2 Valuation is based upon quoted prices for similar instruments in active
markets, quoted prices for identical or similar instruments in markets that are not
active and model-based valuation techniques for which all significant assumptions are
observable in the market.
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Level 3 Valuation is generated from model-based techniques that use significant
assumptions not observable in the market. These unobservable assumptions reflect the
Plans own estimates of assumptions that market participants would use in pricing the
asset or liability. Valuation techniques include the use of option pricing models,
discounted cash flow models and similar techniques. The results cannot be determined
with precision and may not be realized in an actual sale or immediate settlement of
the asset or liability.
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The Plan bases its fair values on the price that would be received to sell an asset
in an orderly transaction between market participants at the measurement date. ASC
Topic 820
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7
PROFIT INCENTIVE BONUS PLAN OF
HUDSON CITY SAVINGS BANK
Notes to Financial Statements
December 31, 2010 and 2009
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requires the Plan to maximize the use of observable inputs and minimize the
use of unobservable inputs when measuring fair value.
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(d)
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Investment Valuation and Income Recognition
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The Plans mutual fund investments are stated at net asset value as a practical
expedient for fair value. The investment in Hudson City Bancorp, Inc. (Bancorp)
Common Stock Fund is comprised of the Bancorp common stock and cash, and is valued at
estimated fair value, which is determined based on the unit value of the fund. The
unit value of the fund is determined by Fidelity Management Trust Company (the
Trustee), which is sponsoring the fund by dividing the funds net assets at fair
value by its units outstanding at the valuation date. Securities transactions are
recognized on the trade date (the date the order to buy or sell is executed).
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As described in ASC Topic 946-210-45-9,
Fully Benefit-Responsive Investment
Contracts
, investment contracts held by a defined contribution plan are required to
be reported at fair value. At December 31, 2009, the Plans investment in the Morgan
Stanley Stable Value Fund is deemed to be fully benefit-responsive. The statements
of net assets available for benefits presents the fair value as well as the amount
necessary to adjust fair value to contract value. The fair value of fully
benefit-responsive investment contracts is calculated using a discounted cash flow
model, which considers recent fee bids as determined by recognized dealers, discount
rate and the duration of the underlying portfolio securities. The contract value
represents contributions plus earnings, less participant withdrawals and
administrative expenses.
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In November 2010, the Trustees of the Morgan Stanley Stable Value Fund approved the
liquidation of the trust. The investment contracts held by the trust were terminated
in November 2010 and the funds were reinvested in a money market vehicle. As a
result, there were no investment contracts held by the trust at December 31, 2010,
therefore, no adjustment to contract value was required by the Plan as of December
31, 2010. The trust was fully liquidated and terminated on March 15, 2011 and the
Plan was able to withdraw its investment at a net asset value of $1.00. The Plan
replaced the Morgan Stanley Stable Value Fund with the Fidelity Advisors Stable Value
Portfolio Class II Fund.
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(e)
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Concentration of Risk
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The assets of the Plan are primarily financial instruments, which are monetary in
nature. As a result, interest rates have a more significant impact on the Plans
performance than the effects of general levels of inflation. Interest rates do not
necessarily move in the same direction or in the same magnitude as the prices of
goods and services as measured by the consumer price index. Investments in funds are
subject to risk conditions of the individual mutual fund objectives, stock market,
interest rates, economic conditions, and world affairs. Due to the level of risk
associated with certain investment securities, it is at least
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8
PROFIT INCENTIVE BONUS PLAN OF
HUDSON CITY SAVINGS BANK
Notes to Financial Statements
December 31, 2010 and 2009
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reasonably possible that changes in values of investment securities will occur in the
near term and that such changes could materially affect participants account
balances and the amounts reported in the statement of net assets available for plan
benefits. Investments in the Hudson City common stock fund amounted to $44,983,792 and
$48,618,531 at December 31, 2010 and 2009, respectively. This represents 62.0% and
69.6% of total investments at December 31, 2010 and 2009, respectively. A significant
decline in Hudson City common stock would significantly affect the net assets
available for benefits.
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(f)
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Payments of Benefits
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Benefits are recorded when paid.
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(g)
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Use of Estimates
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In preparing the plan financial statements in conformity with U.S. generally accepted
accounting principles, estimates and assumptions have been made relating to the
reporting of assets and liabilities and changes therein, and the disclosure of
contingent assets and liabilities at the date of the financial statements. Actual
results could differ from those estimates.
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(h)
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Subsequent Events
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The Plan has evaluated subsequent events through the date the financial statements
were issued and determined that no additional disclosure or adjustments were
necessary, except as disclosed in Note 2(d).
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(i)
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Reclassifications
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Certain prior year balances have been reclassified to conform to current year
presentation. Specifically, loans receivable from participants have been reclassified
on the statement of net assets to be excluded from total investments and reported at
their unpaid principal balance plus accrued interest as a separate item on the
statement of net assets available for plan benefits in accordance with ASU 2010-25,
Reporting Loans to Participants by Defined Contribution Pension Plans a consensus of
the Financial Accounting Standards Board Emerging Issues Taskforce
.
|
(3)
|
|
Plan Amendments
|
|
|
|
The Plan was amended effective March 1, 2009 to allow participation starting on the first
month following three months of service, if the participant is at least 21 years of age. In
addition, the Plan was amended to have the default investment election be the targeted
investments funds appropriate for the participants expected retirement date.
|
9
PROFIT INCENTIVE BONUS PLAN OF
HUDSON CITY SAVINGS BANK
Notes to Financial Statements
December 31, 2010 and 2009
|
|
The Plan has adopted an approved prototype plan, which received an Internal Revenue Service
(IRS) determination letter dated October 9, 2003, which stated that the Plan and its
underlying trust qualify under the applicable provisions of the Internal Revenue Code (the
IRC), and therefore are exempt from federal taxes. The Plan has been amended since
receiving the determination letter. However, the Plan Administrator and the Plans tax
counsel believe that the Plan is designed and operated in compliance with the applicable
requirements of the IRC. In March 2010, the Trustee filed a restated prototype plan,
complying with the IRSs six-year remedial amendment cycle. Under this system, the IRS
requires that all pre-approved plans restate the documents in order to incorporate new
amendments and regulatory changes that have occurred since the last required submission.
|
|
|
|
Accounting principles generally accepted in the United States of America require plan
management to evaluate tax positions taken by the Plan and recognize a tax liability (or
asset) if the Plan has taken an uncertain position that more likely than not would not be
sustained upon examination by the IRS. The Plan Administrator has analyzed the tax positions
taken by the Plan, and has concluded that as of December 31, 2010, there are no uncertain
positions taken or expected to be taken that would require recognition of a liability (or
asset) or disclosure in the financial statements. The Plan is subject to routine audits by
taxing jurisdictions; however, there are currently no audits for any tax periods in
progress. The Plan Administrator believes it is no longer subject to income tax examinations
for the years prior to 2006.
|
|
(5)
|
|
Plan Termination
|
|
|
|
Although it has not expressed an intention to do so, the Bank has the right under the Plan
to discontinue its contributions at any time and to terminate the Plan subject to the
provisions of ERISA. In the event of plan termination, participants will become 100% vested
in their accounts.
|
|
(6)
|
|
Plan Expenses
|
|
|
|
Plan fees and expenses, including fees and expenses incurred in providing administrative
services by external service providers, are paid from Plan assets. Expenses paid by the Plan
include recordkeeping and trustees fees. However, investment management and audit services
are paid by the Plan Sponsor. Expenses incurred by the funds, including investment
management fees paid to the advisor of those funds, are reflected in the net asset value of
the funds and included in net appreciation in fair value of investments.
|
|
(7)
|
|
Participant Loans Receivable
|
|
|
|
A participant, in case of need, may apply to the plan administrator for a loan in an amount
equal to or less than 50% of the vested account balance, from a minimum of $1,000 up to a
maximum of $50,000. The loans are secured by the participants account. The period of
repayment shall not
|
10
PROFIT INCENTIVE BONUS PLAN OF
HUDSON CITY SAVINGS BANK
Notes to Financial Statements
December 31, 2010 and 2009
|
|
exceed five years unless the loan is to be used in conjunction with the purchase of the
principal residence of the participant, in which case the period shall not exceed ten years.
|
|
|
|
Interest is charged at a commercially reasonable rate, with all interest on loans being paid
back into the borrowers plan account. Principal and interest is paid ratably through
payroll deductions. As of December 31, 2010, the interest rates on these loans ranged from
4.25% to 6.00%, with maturities ranging from February 16, 2011 through January 5, 2016.
|
|
(8)
|
|
Related-Party Transactions
|
|
|
|
Certain Plan investments are shares of mutual funds managed by Fidelity Investment
International Operations Company, Inc. (Fidelity), an affiliate of the Trustee. Fidelity is
also the recordkeeper. In addition, the Plan invests in shares of common stock issued by
Hudson City Bancorp, Inc. Therefore, these transactions qualify as party-in-interest
transactions. Fees paid to the Trustee and affiliates of the Trustee amounted to
approximately $31,000 and $30,000 for the years ended December 31, 2010 and 2009,
respectively.
|
|
(9)
|
|
Investments
|
|
|
|
Individual investments in excess of 5% of the fair value of net assets available for
benefits at December 31, 2010 and 2009 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
|
Shares
|
|
|
Fair Value
|
|
|
Shares
|
|
|
Fair Value
|
|
Hudson City Bancorp, Inc. Common Stock
Fund
|
|
|
3,396,104
|
|
|
$
|
44,983,792
|
|
|
|
3,417,627
|
|
|
$
|
48,618,531
|
|
Morgan Stanley Stable Value Fund Class A
|
|
|
9,886,309
|
|
|
|
9,886,309
|
|
|
|
9,422,925
|
|
|
|
8,229,984
|
|
Morgan Stanley U.S. Government
Securities
Trust Fund Class A
|
|
|
557,299
|
|
|
|
4,947,448
|
|
|
|
500,276
|
|
|
|
4,207,319
|
|
|
|
For the years ended December 31, 2010 and 2009, the Plans net depreciation in fair
value of investments is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
Mutual funds:
|
|
|
|
|
|
|
|
|
Net realized gains and change in net unrealized
appreciation
|
|
$
|
1,565,501
|
|
|
$
|
1,740,336
|
|
|
Hudson City Bancorp, Inc. Common Stock Fund:
|
|
|
|
|
|
|
|
|
Net realized gains and change in net unrealized
appreciation
|
|
|
(3,370,163
|
)
|
|
|
(7,238,468
|
)
|
|
|
|
|
|
|
|
Net realized losses and depreciation of investments
|
|
$
|
(1,804,662
|
)
|
|
$
|
(5,498,132
|
)
|
|
|
|
|
|
|
|
|
|
The assets or liabilitys fair value measurement level within the fair value hierarchy
is based on the lowest level of any input that is significant to the fair value measurement.
Valuation
|
11
PROFIT INCENTIVE BONUS PLAN OF
HUDSON CITY SAVINGS BANK
Notes to Financial Statements
December 31, 2010 and 2009
|
|
techniques used need to maximize the use of observable inputs and minimize the used of
unobservable inputs.
|
The following table presents the Plans fair value hierarchy for those investments measured at fair
value at December 31, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Significant
|
|
|
|
|
|
|
Assets
|
|
|
Quoted Prices in
|
|
|
Other
|
|
|
Significant
|
|
|
|
Measured at
|
|
|
Active Markets for
|
|
|
Observable
|
|
|
Unobservable
|
|
|
|
Fair Value at
|
|
|
Identical Assets
|
|
|
Inputs
|
|
|
Inputs
|
|
Description
|
|
12/31/2010
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
Investments in mutual funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balanced
|
|
$
|
3,048,547
|
|
|
|
3,048,547
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
9,641,093
|
|
|
|
9,641,093
|
|
|
|
|
|
|
|
|
|
Fixed Income
|
|
|
14,833,757
|
|
|
|
4,947,448
|
|
|
|
9,886,309
|
|
|
|
|
|
Investments in Hudson City Bancorp, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock Fund
|
|
|
44,983,792
|
|
|
|
|
|
|
|
44,983,792
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
72,507,189
|
|
|
|
17,637,088
|
|
|
|
54,870,101
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table presents the Plans fair value hierarchy for those investments measured at
fair value at December 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Significant
|
|
|
|
|
|
|
Assets
|
|
|
Quoted Prices in
|
|
|
Other
|
|
|
Significant
|
|
|
|
Measured at
|
|
|
Active Markets for
|
|
|
Observable
|
|
|
Unobservable
|
|
|
|
Fair Value at
|
|
|
Identical Assets
|
|
|
Inputs
|
|
|
Inputs
|
|
Description
|
|
12/31/2009
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
Investments in mutual funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balanced
|
|
$
|
2,029,943
|
|
|
|
2,029,943
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
6,815,415
|
|
|
|
6,815,415
|
|
|
|
|
|
|
|
|
|
Fixed Income
|
|
|
12,437,303
|
|
|
|
4,207,319
|
|
|
|
8,229,984
|
|
|
|
|
|
Investments in Hudson City Bancorp, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock Fund
|
|
|
48,618,531
|
|
|
|
|
|
|
|
48,618,531
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
69,901,192
|
|
|
|
13,052,677
|
|
|
|
56,848,515
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following is a description of the valuation methodologies used for assets measured at fair
value. There have been no changes in the methodologies used at December 31, 2010 and 2009.
Mutual funds:
recorded at net asset value which represents the fair value of the securities held in
such funds as a practical expedient.
12
PROFIT INCENTIVE BONUS PLAN OF
HUDSON CITY SAVINGS BANK
Notes to Financial Statements
December 31, 2010 and 2009
Hudson City Bancorp, Inc. Common Stock Fund:
the Hudson City Bancorp, Inc. Common Stock Fund
invests primarily in Hudson City Bancorp common stock, which is traded on the NASDAQ under the
ticker symbol (HCBK) and is valued at fair value based upon its quoted market price at the daily
close of the NASDAQ. An immaterial portion of this fund is invested in interest-bearing cash.
(10)
|
|
Morgan Stanley Stable Value Fund
|
|
|
|
The Plan invests in the Morgan Stanley Stable Value Fund Class A (the Fund), a
common/collective trust that invests primarily in fully benefit responsive investment
contracts issued by insurance companies, banks and other financial institutions, and other
authorized instruments, which are benefit responsive.
|
|
|
|
At December 31, 2009, the Plans interest in the Fund was calculated by applying the Plans
ownership percentage in the Fund to the total fair value of the Fund. The underlying assets
owned by the Fund consisted primarily of readily marketable fixed income securities with
quoted market prices.
|
|
|
|
The interest crediting rate is determined quarterly and is calculated based upon many
factors, including current economic and market conditions, the general interest rate
environment, and purchases and redemptions by unit holders. There is no relationship
between future crediting rates and the adjustment to contract value reported in the
statement of net assets available for benefits.
|
|
|
|
At December 31, 2010, the Plans interest in the Fund was recorded at the net asset value
since the investment contracts held by the Fund were terminated and the funds reinvested in
a money market vehicle.
|
|
|
|
The average market yield earned by the Fund for the year ended December 31, 2009 was 3.36%.
There was no information with respect to yields for 2010 due to the Fund being in liquidation. See
Note 2(d).
|
13
PROFIT INCENTIVE BONUS PLAN OF
HUDSON CITY SAVINGS BANK
Notes to Financial Statements
December 31, 2010 and 2009
(11)
|
|
Reconciliation of Financial Statements to Form 5500
|
The following is a reconciliation of the financial statements to the Form 5500 at December
31, 2010 and 2009:
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
Net assets available for benefits per the financial statements
|
|
$
|
73,850,190
|
|
|
$
|
72,348,973
|
|
Adjustment from fair value to contract value for fully benefit-responsive investment contracts
|
|
|
|
|
|
|
(1,192,942
|
)
|
Participant benefits payable
|
|
|
|
|
|
|
(26,240
|
)
|
|
|
|
|
|
|
|
Net assets per the Form 5500
|
|
$
|
73,850,190
|
|
|
$
|
71,129,791
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment income (loss) per the financial statements
|
|
$
|
640,943
|
|
|
$
|
(3,124,339
|
)
|
Adjustment from fair value to contract value for fully benefit-responsive investment contracts
|
|
|
1,192,942
|
|
|
|
199,518
|
|
|
|
|
|
|
|
|
Total investment income (loss)
per the Form 5500
|
|
$
|
1,833,885
|
|
|
$
|
(2,924,821
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Participant benefits per the financial statements
|
|
$
|
(2,205,194
|
)
|
|
$
|
(2,245,894
|
)
|
Participant benefits payable
|
|
|
26,240
|
|
|
|
(26,240
|
)
|
|
|
|
|
|
|
|
Participant benefits per the
Form 5500
|
|
$
|
(2,178,954
|
)
|
|
$
|
(2,272,134
|
)
|
|
|
|
|
|
|
|
14
Schedule 1
PROFIT INCENTIVE BONUS PLAN OF
HUDSON CITY SAVINGS BANK
Schedule H, Line 4i Schedule of Assets (Held at End of Year)
December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
Identity of Issue
|
|
Description of Investment
|
|
Cost
|
|
Value
|
Morgan Stanley Funds
|
|
Morgan Stanley Stable Value Fund
Class A
|
|
$
|
9,886,309
|
|
|
$
|
9,886,309
|
|
|
|
|
|
|
|
|
|
|
|
|
Morgan Stanley Funds
|
|
Morgan Stanley U.S. Government
Securities Trust Fund Class A
|
|
|
5,139,779
|
|
|
|
4,947,448
|
|
|
|
|
|
|
|
|
|
|
|
|
Morgan Stanley Funds
|
|
Morgan Stanley S&P 500 Index Fund
Class A
|
|
|
2,660,809
|
|
|
|
3,216,827
|
|
|
|
|
|
|
|
|
|
|
|
|
Van Kampen Funds
|
|
Van Kampen Comstock Fund
Class A
|
|
|
2,196,616
|
|
|
|
2,439,673
|
|
|
|
|
|
|
|
|
|
|
|
|
Van Kampen Funds
|
|
Van Kampen Equity & Income Fund
Class A
|
|
|
1,452,684
|
|
|
|
1,550,437
|
|
|
|
|
|
|
|
|
|
|
|
|
Van Kampen Funds
|
|
Van Kampen Global Franchise Fund
Class A
|
|
|
1,494,303
|
|
|
|
1,576,067
|
|
|
|
|
|
|
|
|
|
|
|
|
Fidelity Advisors Funds
|
*
|
Fidelity Advisors Mid Cap Fund
Class T
|
|
|
1,210,348
|
|
|
|
1,281,634
|
|
|
|
|
|
|
|
|
|
|
|
|
Fidelity Advisors Funds
|
*
|
Fidelity Advisors Balanced Fund
Class T
|
|
|
965,610
|
|
|
|
993,721
|
|
|
|
|
|
|
|
|
|
|
|
|
Fidelity Advisors Funds
|
*
|
Fidelity Advisors Value Strategies Fund
Class T
|
|
|
800,397
|
|
|
|
882,249
|
|
|
|
|
|
|
|
|
|
|
|
|
Fidelity Advisors Funds
|
*
|
Fidelity Advisors Financial Services Fund
Class T
|
|
|
318,092
|
|
|
|
244,643
|
|
|
|
|
|
|
|
|
|
|
|
|
Fidelity Advisors Fund
|
*
|
Fidelity Advisors Freedom Income Fund
Class T
|
|
|
9,732
|
|
|
|
10,216
|
|
|
|
|
|
|
|
|
|
|
|
|
Fidelity Advisors Fund
|
*
|
Fidelity Advisors Freedom 2005
Class T
|
|
|
28,460
|
|
|
|
30,448
|
|
|
|
|
|
|
|
|
|
|
|
|
Fidelity Advisors Funds
|
*
|
Fidelity Advisors Freedom 2010
Class T
|
|
|
59,093
|
|
|
|
64,031
|
|
|
|
|
|
|
|
|
|
|
|
|
Fidelity Advisors Fund
|
*
|
Fidelity Advisors Freedom 2015
Class T
|
|
|
75,102
|
|
|
|
80,505
|
|
|
|
|
|
|
|
|
|
|
|
|
Fidelity Advisors Funds
|
*
|
Fidelity Advisors Freedom 2020
Class T
|
|
|
57,579
|
|
|
|
62,302
|
|
|
|
|
|
|
|
|
|
|
|
|
Fidelity Advisors Funds
|
*
|
Fidelity Advisors Freedom 2030
Class T
|
|
|
137,273
|
|
|
|
151,569
|
|
|
|
|
|
|
|
|
|
|
|
|
Fidelity Advisors Funds
|
*
|
Fidelity Advisors Freedom 2040
Class T
|
|
|
23,760
|
|
|
|
27,238
|
|
|
|
|
|
|
|
|
|
|
|
|
Fidelity Advisors Funds
|
*
|
Fidelity Advisors Freedom 2025
Class T
|
|
|
23,053
|
|
|
|
25,069
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(continued)
|
15
Schedule 1
PROFIT INCENTIVE BONUS PLAN OF
HUDSON CITY SAVINGS BANK
Schedule H, Line 4i Schedule of Assets (Held at End of Year)
December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
Identity of Issue
|
|
Description of Investment
|
|
Cost
|
|
Value
|
Fidelity Advisors Funds
|
*
|
Fidelity Advisors Freedom 2035
Class T
|
|
$
|
9,795
|
|
|
$
|
10,986
|
|
|
|
|
|
|
|
|
|
|
|
|
Fidelity Advisors Funds
|
*
|
Fidelity Advisors Freedom 2045
Class T
|
|
|
15,742
|
|
|
|
18,213
|
|
|
|
|
|
|
|
|
|
|
|
|
Fidelity Advisors Funds
|
*
|
Fidelity Advisors Freedom 2050
Class T
|
|
|
21,402
|
|
|
|
23,812
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment in mutual funds
|
|
|
|
|
|
|
27,523,397
|
|
|
|
|
|
|
|
|
|
|
|
|
Hudson City Bancorp,
Inc. Common Stock Fund
|
*
|
Investment in common stock fund
|
|
|
20,552,995
|
|
|
|
44,983,792
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Participant Loans
Receivable (a)
|
*
|
|
|
|
|
|
|
|
840,009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other investments
|
|
|
|
|
|
|
45,823,801
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments
|
|
|
|
|
|
$
|
73,347,198
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
A party-in-interest as defined by ERISA
(a) As of December 31, 2010 interest rates on these loans ranged from 4.25% to 6.00%.
|
|
(a)
|
|
As of December 31, 2010 interest rates on these loans ranged from 4.25% to 6.00%.
|
See accompanying report of independent registered public accounting firm.
16
SIGNATURE OF PLAN ADMINISTRATOR
The Plan
. Pursuant to the requirements of the Securities Exchange Act of 1934, the
Plan Administrator has duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
|
|
|
|
|
|
Profit Incentive Bonus Plan of
Hudson City Savings Bank
|
|
Date: June 27, 2011
|
By:
|
/s/ J. Christopher Nettleton
|
|
|
|
J. Christopher Nettleton
|
|
|
|
Plan Administrator
1
st
Vice President and Human
Resources Officer
Hudson City Savings Bank
|
|
17
EXHIBIT INDEX
|
|
|
|
|
Exhibit Number
|
|
Exhibit
|
|
Location
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm
|
|
Page 19
|
18
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