##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the quarterly period ended: March 31, 2009
 o
    
    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the transition period from  to
 Commission File Number: 0-26001
 Hudson City Bancorp, Inc.
  Delaware
    
    22-3640393(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)West 80 Century RoadParamus, New Jersey
    
    07652(Address of Principal Executive Offices)
    
    (Zip Code)
 (Registrants telephone number, including area code)
  þ o
  o o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer   o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
  o þ




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##### 



PageNumberPART I  FINANCIAL INFORMATIONItem 1.  Financial StatementsConsolidated Statements of Financial Condition 
March 31, 2009 (Unaudited) and December 31, 2008
    
    
    4Consolidated Statements of Income (Unaudited)  For
the three months ended March 31, 2009 and 2008
    
    
    5Consolidated Statements of Changes in Shareholders
Equity (Unaudited)  For the three months ended
March 31, 2009
and 2008
    
    
    6Consolidated Statements of Cash Flows (Unaudited) 
For the three months ended March 31, 2009 and 2008
    
    
    7Notes to Unaudited Consolidated Financial Statements
    
    
    8Item 2.  Managements Discussion and Analysis of Financial Condition and Results of
Operations
    
    
    16Item 3.  Quantitative and Qualitative Disclosures About Market Risk
    
    
    34Item 4.  Controls and Procedures
    
    
    39PART II  OTHER INFORMATIONItem 1.  Legal Proceedings
    
    
    39Item 1A.  Risk Factors
    
    
    39Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    39Item 3.  Defaults Upon Senior Securities
    
    
    40Item 4.  Submission of Matters to a Vote of Security Holders
    
    
    40Item 5.  Other Information
    
    
    40Item 6.  Exhibits
    
    
    40SIGNATURES
    
    
    41EX-10.33EX-31.1EX-31.2EX-32.1
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Forward-Looking Statements
  
    
    the timing and occurrence or non-occurrence of events may be subject to circumstances
beyond our control;
    
    increases in competitive pressure among the financial institutions or from non-financial
institutions;
    
    changes in the interest rate environment may reduce interest margins or affect the value
of our investments;
    
    changes in deposit flows, loan demand or real estate values may adversely affect our
business;
    
    changes in accounting principles, policies or guidelines may cause our financial
condition to be perceived differently;
    
    general economic conditions, either nationally or locally in some or all of the areas in
which we do business, or conditions in the securities markets or the banking industry may
be less favorable than we currently anticipate;
    
    legislative or regulatory changes that may adversely affect our business;
    
    applicable technological changes that may be more difficult or expensive than we
anticipate;
    
    success or consummation of new business initiatives that may be more difficult or
expensive than we anticipate;
    
    litigation or matters before regulatory agencies, whether currently existing or
commencing in the future, that may delay the occurrence or non-occurrence of events longer
than we anticipate;
    
    the risks associated with continued diversification of assets and adverse changes to
credit quality;
    
    difficulties associated with achieving expected future financial results; and
    
    the risk of an economic slowdown that would adversely affect credit quality and loan
originations.
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PART I  FINANCIAL INFORMATION
 
 Item 1.  Financial Statements
 Hudson City Bancorp, Inc. and Subsidiary
 
 Consolidated Statements of Financial Condition
 March 31,
    
    
    December 31,2009
    
    
    2008(In thousands, except share and per share amounts)
    
    (unaudited)Assets:Cash and due from banks
    
    $
    230,123
    
    
    $
    184,915Federal funds sold
    
    
    118,019
    
    
    
    76,896Total cash and cash equivalents
    
    
    348,142
    
    
    
    261,811Securities available for sale:Mortgage-backed securities
    
    
    11,149,867
    
    
    
    9,915,554Investment securities
    
    
    3,532,186
    
    
    
    3,413,633Securities held to maturity:Mortgage-backed securities (fair value of $9,787,710 at March 31, 2009
and $9,695,445 at December 31, 2008)
    
    
    9,537,148
    
    
    
    9,572,257Investment securities (fair value of $447,156 at March 31, 2009
and $50,512 at December 31, 2008)
    
    
    450,140
    
    
    
    50,086Total securities
    
    
    24,669,341
    
    
    
    22,951,530Loans
    
    
    30,105,753
    
    
    
    29,418,888Deferred loan costs
    
    
    69,498
    
    
    
    71,670Allowance for loan losses
    
    
    (65,121
    )
    
    
    (49,797
    )Net loans
    
    
    30,110,130
    
    
    
    29,440,761Federal Home Loan Bank of New York stock
    
    
    867,820
    
    
    
    865,570Foreclosed real estate, net
    
    
    11,626
    
    
    
    15,532Accrued interest receivable
    
    
    299,952
    
    
    
    299,045Banking premises and equipment, net
    
    
    73,479
    
    
    
    73,502Goodwill
    
    
    152,109
    
    
    
    152,109Other assets
    
    
    37,159
    
    
    
    85,468Total Assets
    
    $
    56,569,758
    
    
    $
    54,145,328Liabilities and Shareholders Equity:Deposits:Interest-bearing
    
    $
    19,851,689
    
    
    $
    17,949,846Noninterest-bearing
    
    
    584,227
    
    
    
    514,196Total deposits
    
    
    20,435,916
    
    
    
    18,464,042Repurchase agreements
    
    
    15,100,000
    
    
    
    15,100,000Federal Home Loan Bank of New York advances
    
    
    15,175,000
    
    
    
    15,125,000Total borrowed funds
    
    
    30,275,000
    
    
    
    30,225,000Due to brokers
    
    
    446,969
    
    
    
    239,100Accrued expenses and other liabilities
    
    
    359,075
    
    
    
    278,390Total liabilities
    
    
    51,516,960
    
    
    
    49,206,532Common stock, $0.01 par value, 3,200,000,000 shares authorized;
741,466,555 shares issued; 521,260,395 shares outstanding
at March 31, 2009 and 523,770,617 shares outstanding
at December 31, 2008
    
    
    7,415
    
    
    
    7,415Additional paid-in capital
    
    
    4,642,552
    
    
    
    4,641,571Retained earnings
    
    
    2,253,361
    
    
    
    2,196,235Treasury stock, at cost; 220,206,160 shares at March 31, 2009 and
217,695,938 shares at December 31, 2008
    
    
    (1,768,615
    )
    
    
    (1,737,838
    )Unallocated common stock held by the employee stock ownership plan
    
    
    (214,742
    )
    
    
    (216,244
    )Accumulated other comprehensive income, net of tax
    
    
    132,827
    
    
    
    47,657Total shareholders equity
    
    
    5,052,798
    
    
    
    4,938,796Total Liabilities and Shareholders Equity
    
    $
    56,569,758
    
    
    $
    54,145,328
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Hudson City Bancorp, Inc. and Subsidiary
 
 Consolidated Statements of Income
 (Unaudited)
 For the Three MonthsEnded March 31,2009
    
    
    2008(In thousands, except per share data)Interest and Dividend Income:First mortgage loans
    
    $
    414,208
    
    
    $
    346,277Consumer and other loans
    
    
    5,990
    
    
    
    6,856Mortgage-backed securities held to maturity
    
    
    121,931
    
    
    
    124,845Mortgage-backed securities available for sale
    
    
    128,983
    
    
    
    69,510Investment securities held to maturity
    
    
    2,358
    
    
    
    10,946Investment securities available for sale
    
    
    43,303
    
    
    
    38,555Dividends on Federal Home Loan Bank of New York stock
    
    
    6,373
    
    
    
    14,226Federal funds sold
    
    
    176
    
    
    
    2,073Total interest and dividend income
    
    
    723,322
    
    
    
    613,288Interest Expense:Deposits
    
    
    138,824
    
    
    
    158,016Borrowed funds
    
    
    300,667
    
    
    
    261,957Total interest expense
    
    
    439,491
    
    
    
    419,973Net interest income
    
    
    283,831
    
    
    
    193,315Provision for Loan Losses
    
    
    20,000
    
    
    
    2,500Net interest income after provision for loan losses
    
    
    263,831
    
    
    
    190,815Non-Interest Income:Service charges and other income
    
    
    2,125
    
    
    
    2,221Gain on securities transactions, net
    
    
    148
    
    
    
    Total non-interest income
    
    
    2,273
    
    
    
    2,221Non-Interest Expense:Compensation and employee benefits
    
    
    32,731
    
    
    
    31,545Net occupancy expense
    
    
    8,480
    
    
    
    7,371Federal deposit insurance assessment
    
    
    2,616
    
    
    
    416Other expense
    
    
    10,967
    
    
    
    8,780Total non-interest expense
    
    
    54,794
    
    
    
    48,112Income before income tax expense
    
    
    211,310
    
    
    
    144,924Income tax expense
    
    
    83,647
    
    
    
    56,255Net income
    
    $
    127,663
    
    
    $
    88,669Basic earnings per share
    
    $
    0.26
    
    
    $
    0.18Diluted earnings per share
    
    $
    0.26
    
    
    $
    0.18Weighted Average Number of Common Shares Outstanding:Basic
    
    
    487,567,802
    
    
    
    483,092,588Diluted
    
    
    491,326,567
    
    
    
    494,384,738
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Hudson City Bancorp, Inc. and Subsidiary
 
 Consolidated Statements of Changes in Shareholders Equity
 (Unaudited
 For the Three MonthsEnded March 31,2009
    
    
    2008(In thousands, except per share data)Common Stock
    
    $
    7,415
    
    
    $
    7,415Additional paid-in capital:Balance at beginning of year
    
    
    4,641,571
    
    
    
    4,578,578Stock option plan expense
    
    
    3,736
    
    
    
    3,702Tax benefit from stock plans
    
    
    1,505
    
    
    
    1,722Allocation of ESOP stock
    
    
    1,332
    
    
    
    2,340RRP stock granted
    
    
    (6,771
    )
    
    
    Vesting of RRP stock
    
    
    1,179
    
    
    
    371Balance at end of period
    
    
    4,642,552
    
    
    
    4,586,713Retained Earnings:Balance at beginning of year
    
    
    2,196,235
    
    
    
    2,002,049Net Income
    
    
    127,663
    
    
    
    88,669Dividends paid on common stock ($0.14 and $0.09 per share, respectively)
    
    
    (68,328
    )
    
    
    (43,483
    )Exercise of stock options
    
    
    (2,209
    )
    
    
    (1,448
    )Balance at end of period
    
    
    2,253,361
    
    
    
    2,045,787Treasury Stock:Balance at beginning of year
    
    
    (1,737,838
    )
    
    
    (1,771,106
    )Purchase of common stock
    
    
    (40,695
    )
    
    
    (3,143
    )Exercise of stock options
    
    
    3,147
    
    
    
    3,889RRP stock granted
    
    
    6,771
    
    
    
    Balance at end of period
    
    
    (1,768,615
    )
    
    
    (1,770,360
    )Unallocated common stock held by the ESOP:Balance at beginning of year
    
    
    (216,244
    )
    
    
    (222,251
    )Allocation of ESOP stock
    
    
    1,502
    
    
    
    1,502Balance at end of period
    
    
    (214,742
    )
    
    
    (220,749
    )Accumulated other comprehensive income(loss):Balance at beginning of year
    
    
    47,657
    
    
    
    16,622Net unrealized holding gains on securities available for sale arising during period,
net of tax expense of $59,751 and $30,848 in 2009 and 2008, respectively
    
    
    86,605
    
    
    
    44,667Reclassification adjustment for gains in net income, net of tax of expense
$61 and $0 in 2009 and 2008, respectively
    
    
    (87
    )
    
    
    Pension and other postretirement benefits adjustment, net of tax benefit of
$930 and $4 for 2009 and 2008, respectively
    
    
    (1,348
    )
    
    
    (6
    )Other comprehensive income, net of tax
    
    
    85,170
    
    
    
    44,661Balance at end of period
    
    
    132,827
    
    
    
    61,283Total Shareholders Equity
    
    $
    5,052,798
    
    
    $
    4,710,089Summary of comprehensive incomeNet income
    
    $
    127,663
    
    
    $
    88,669Other comprehensive income, net of tax
    
    
    85,170
    
    
    
    44,661Total comprehensive income
    
    $
    212,833
    
    
    $
    133,330
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Hudson City Bancorp, Inc. and Subsidiary
 
 Consolidated Statements of Cash Flows
 (Unaudited
 For the Three MonthsEnded March 31,2009
    
    
    2008(In thousands)Cash Flows from Operating Activities:Net income
    
    $
    127,663
    
    
    $
    88,669Adjustments to reconcile net income to net cash provided
by operating activities:Depreciation, accretion and amortization expense
    
    
    11,747
    
    
    
    6,444Provision for loan losses
    
    
    20,000
    
    
    
    2,500Gain on securities transactions, net
    
    
    (148
    )
    
    
    Share-based compensation, including committed ESOP shares
    
    
    7,749
    
    
    
    7,915Deferred tax benefit
    
    
    (7,184
    )
    
    
    (5,367
    )Increase in accrued interest receivable
    
    
    (907
    )
    
    
    (19,115
    )(Increase) decrease in other assets
    
    
    (4,750
    )
    
    
    467Increase in accrued expenses and other liabilities
    
    
    79,337
    
    
    
    56,795Net Cash Provided by Operating Activities
    
    
    233,507
    
    
    
    138,308Cash Flows from Investing Activities:Originations of loans
    
    
    (1,315,546
    )
    
    
    (820,420
    )Purchases of loans
    
    
    (723,293
    )
    
    
    (543,418
    )Principal payments on loans
    
    
    1,345,615
    
    
    
    655,923Principal collection of mortgage-backed securities held to maturity
    
    
    333,280
    
    
    
    310,267Purchases of mortgage-backed securities held to maturity
    
    
    (300,000
    )
    
    
    (423,049
    )Principal collection of mortgage-backed securities available for sale
    
    
    365,801
    
    
    
    216,717Purchases of mortgage-backed securities available for sale
    
    
    (1,242,355
    )
    
    
    (1,717,950
    )Proceeds from maturities and calls of investment securities held to maturity
    
    
    50,000
    
    
    
    1,286,840Purchases of investment securities held to maturity
    
    
    (450,097
    )
    
    
    Proceeds from maturities and calls of investment securities available for sale
    
    
    725,000
    
    
    
    984,901Proceeds from sales of investment securities available for sale
    
    
    317
    
    
    
    Purchases of investment securities available for sale
    
    
    (849,450
    )
    
    
    (1,900,000
    )Purchases of Federal Home Loan Bank of New York stock
    
    
    (29,250
    )
    
    
    (49,500
    )Redemption of Federal Home Loan Bank of New York stock
    
    
    27,000
    
    
    
    720Purchases of premises and equipment, net
    
    
    (2,525
    )
    
    
    (1,167
    )Net proceeds from sale of foreclosed real estate
    
    
    3,033
    
    
    
    1,651Net Cash Used in Investment Activities
    
    
    (2,062,470
    )
    
    
    (1,998,485
    )Cash Flows from Financing Activities:Net increase in deposits
    
    
    1,971,874
    
    
    
    923,731Proceeds from borrowed funds
    
    
    650,000
    
    
    
    1,100,000Principal payments on borrowed funds
    
    
    (600,000
    )
    
    
    (16,000
    )Dividends paid
    
    
    (68,328
    )
    
    
    (43,483
    )Purchases of treasury stock
    
    
    (40,695
    )
    
    
    (3,143
    )Exercise of stock options
    
    
    938
    
    
    
    2,441Tax benefit from stock plans
    
    
    1,505
    
    
    
    1,722Net Cash Provided by Financing Activities
    
    
    1,915,294
    
    
    
    1,965,268Net Increase in Cash and Cash Equivalents
    
    
    86,331
    
    
    
    105,091Cash and Cash Equivalents at Beginning of Year
    
    
    261,811
    
    
    
    217,544Cash and Cash Equivalents at End of Period
    
    $
    348,142
    
    
    $
    322,635Supplemental Disclosures:Interest paid
    
    $
    441,684
    
    
    $
    415,872Loans transferred to foreclosed real estate
    
    $
    1,302
    
    
    $
    2,703Income tax payments
    
    $
    2,163
    
    
    $
    5,181
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1. Organization
  2. Basis of Presentation
   3. Earnings Per Share
  For the Three Months Ended March 31,2009
    
    
    2008Per
    
    
    
    
    
    
    
    
    
    
    PerAverage
    
    
    Share
    
    
    
    
    
    
    Average
    
    
    ShareIncome
    
    
    Shares
    
    
    Amount
    
    
    Income
    
    
    Shares
    
    
    Amount(In thousands, except per share data)Net income
    
    $
    127,663
    
    
    
    
    
    
    
    
    
    
    $
    88,669Basic earnings per share:Income available to
common stockholders
    
    $
    127,663
    
    
    
    487,568
    
    
    $
    0.26
    
    
    $
    88,669
    
    
    
    483,093
    
    
    $
    0.18Effect of dilutive common
stock equivalents
    
    
    
    
    
    
    3,759
    
    
    
    
    
    
    
    
    
    
    
    11,292Diluted earnings per share:Income available to
common stockholders
    
    $
    127,663
    
    
    
    491,327
    
    
    $
    0.26
    
    
    $
    88,669
    
    
    
    494,385
    
    
    $
    0.18
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4. Stock Repurchase Programs
  5. Fair Value Measurements
    
 
 
   Page 9




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Fair Value Measurements at March 31, 2009Quoted Prices in Active
    
    
    Significant Other
    
    
    SignificantCarrying
    
    
    Markets for Identical
    
    
    Observable Inputs
    
    
    Unobservable InputsDescription
    
    Value
    
    
    Assets (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)(In thousands)Available for sale:Mortgage-backed securities
    
    $
    11,149,867
    
    
    $
    
    
    
    $
    11,149,867
    
    
    $
    Investment securities
    
    
    3,532,186
    
    
    
    7,088
    
    
    
    3,525,098
    
    
    
    Total available for sale
    
    $
    14,682,053
    
    
    $
    7,088
    
    
    $
    14,674,965
    
    
    $
    
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Fair Value Measurements at March 31, 2009Quoted Prices in Active
    
    Significant Other
    
    SignificantMarkets for Identical
    
    Observable Inputs
    
    Unobservable InputsDescription
    
    Assets (Level 1)
    
    (Level 2)
    
    (Level 3)(In thousands)Impaired loans
    
    $
    
    
    
    $
    
    
    
    $
    10,513Foreclosed real estate
    
    
    
    
    
    
    
    
    
    
    11,626
 6. Postretirement Benefit Plans
    For the Three Months Ended March 31,Retirement Plans
    
    
    Other Benefits2009
    
    
    2008
    
    
    2009
    
    
    2008(In thousands)Service cost
    
    $
    1,003
    
    
    $
    881
    
    
    $
    234
    
    
    $
    253Interest cost
    
    
    1,863
    
    
    
    1,682
    
    
    
    529
    
    
    
    544Expected return on assets
    
    
    (1,939
    )
    
    
    (2,135
    )
    
    
    
    
    
    
    Amortization of:Net loss
    
    
    824
    
    
    
    81
    
    
    
    128
    
    
    
    141Unrecognized prior service cost
    
    
    85
    
    
    
    82
    
    
    
    (391
    )
    
    
    (391
    )Net periodic benefit cost
    
    $
    1,836
    
    
    $
    591
    
    
    $
    500
    
    
    $
    547
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7. Stock-Based Compensation
 Stock Option Plans
  Three Months Ended March 31,2009
    
    2008Number of
    
    Weighted
    
    Number of
    
    WeightedStock
    
    Average
    
    Stock
    
    AverageOptions
    
    Exercise Price
    
    Options
    
    Exercise PriceOutstanding at beginning of period
    
    
    26,728,119
    
    
    $
    10.35
    
    
    
    29,080,114
    
    
    $
    7.91Granted
    
    
    3,025,000
    
    
    
    12.03
    
    
    
    3,675,000
    
    
    
    15.69Exercised
    
    
    (392,028
    )
    
    
    2.23
    
    
    
    (489,072
    )
    
    
    4.99Forfeited
    
    
    (10,859
    )
    
    
    2.16
    
    
    
    
    
    
    
    Outstanding at end of period
    
    
    29,350,232
    
    
    
    10.62
    
    
    
    32,266,042
    
    
    
    8.84
    2009Expected dividend yield
    
    
    4.80
    %Expected volatility
    
    
    29.30
    %Risk-free interest rate
    
    
    1.73
    %Expected option life
    
    5.5 years
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Stock Awards
  8. Recent Accounting Pronouncements
   Page 13




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Page 15




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Item 2.  Managements Discussion and Analysis of Financial Condition and Results of Operations
 Executive Summary
       Page 16




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Page 17




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Comparison of Financial Condition at March 31, 2009 and December 31, 2008
     At March 31, 2009
    
    At December 31, 2008Total loans
    
    Non-performing loans
    
    Total loans
    
    Non-performing loansNew Jersey
    
    
    44.5
    %
    
    
    42.5
    %
    
    
    44.8
    %
    
    
    40.4
    %New York
    
    
    16.3
    %
    
    
    20.1
    %
    
    
    15.6
    %
    
    
    22.6
    %Connecticut
    
    
    9.9
    %
    
    
    3.7
    %
    
    
    9.3
    %
    
    
    2.3
    %Total New York
metropolitan area
    
    
    70.7
    %
    
    
    66.3
    %
    
    
    69.7
    %
    
    
    65.3
    %Virginia
    
    
    5.3
    %
    
    
    3.3
    %
    
    
    5.5
    %
    
    
    4.2
    %Illinois
    
    
    4.1
    %
    
    
    3.6
    %
    
    
    4.3
    %
    
    
    3.5
    %Maryland
    
    
    4.1
    %
    
    
    4.3
    %
    
    
    4.2
    %
    
    
    5.4
    %Massachusetts
    
    
    2.9
    %
    
    
    2.5
    %
    
    
    3.0
    %
    
    
    2.7
    %Minnesota
    
    
    1.7
    %
    
    
    3.6
    %
    
    
    1.8
    %
    
    
    3.8
    %Michigan
    
    
    1.6
    %
    
    
    4.4
    %
    
    
    1.7
    %
    
    
    3.7
    %Pennsylvania
    
    
    1.5
    %
    
    
    1.6
    %
    
    
    1.5
    %
    
    
    1.5
    %All others
    
    
    8.1
    %
    
    
    10.4
    %
    
    
    8.3
    %
    
    
    9.9
    %29.3
    %
    
    
    33.7
    %
    
    
    30.3
    %
    
    
    34.7
    %100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
 Page 18




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Comparison of Operating Results for the Three-Month Periods Ended March 31, 2009 and 2008
 Average Balance Sheet.
 For the Three Months Ended March 31,2009
    
    
    
    
    
    
    
    
    
    
    2008Average
    
    
    
    
    
    
    
    
    
    
    AverageAverage
    
    
    
    
    
    
    Yield/
    
    
    Average
    
    
    
    
    
    
    Yield/Balance
    
    
    Interest
    
    
    Cost
    
    
    Balance
    
    
    Interest
    
    
    Cost(Dollars in thousands)Assets:Interest-earnings assets:First mortgage loans, net (1)
    
    $
    29,346,715
    
    
    $
    414,208
    
    
    
    5.65
    %
    
    $
    24,050,648
    
    
    $
    346,277
    
    
    
    5.76
    %Consumer and other loans
    
    
    402,059
    
    
    
    5,990
    
    
    
    5.96
    
    
    
    435,627
    
    
    
    6,856
    
    
    
    6.30Federal funds sold
    
    
    146,751
    
    
    
    176
    
    
    
    0.49
    
    
    
    277,400
    
    
    
    2,073
    
    
    
    3.01Mortgage-backed securities at amortized cost
    
    
    19,435,625
    
    
    
    250,914
    
    
    
    5.16
    
    
    
    14,690,323
    
    
    
    194,355
    
    
    
    5.29Federal Home Loan Bank stock
    
    
    872,095
    
    
    
    6,373
    
    
    
    2.92
    
    
    
    721,542
    
    
    
    14,226
    
    
    
    7.89Investment securities, at amortized cost
    
    
    3,692,237
    
    
    
    45,661
    
    
    
    4.95
    
    
    
    4,190,796
    
    
    
    49,501
    
    
    
    4.72Total interest-earning assets
    
    
    53,895,482
    
    
    
    723,322
    
    
    
    5.37
    
    
    
    44,366,336
    
    
    
    613,288
    
    
    
    5.53Noninterest-earnings assets
    
    
    1,209,460
    
    
    
    
    
    
    
    
    
    
    
    749,141Total Assets
    
    $
    55,104,942
    
    
    
    
    
    
    
    
    
    
    $
    45,115,477Liabilities and Shareholders Equity:Interest-bearing liabilities:Savings accounts
    
    $
    718,720
    
    
    
    1,348
    
    
    
    0.76
    
    
    $
    731,766
    
    
    
    1,372
    
    
    
    0.75Interest-bearing transaction accounts
    
    
    1,624,474
    
    
    
    9,068
    
    
    
    2.26
    
    
    
    1,565,329
    
    
    
    12,901
    
    
    
    3.31Money market accounts
    
    
    2,918,741
    
    
    
    16,705
    
    
    
    2.32
    
    
    
    1,682,795
    
    
    
    15,897
    
    
    
    3.80Time deposits
    
    
    13,602,195
    
    
    
    111,703
    
    
    
    3.33
    
    
    
    10,952,763
    
    
    
    127,846
    
    
    
    4.69Total interest-bearing deposits
    
    
    18,864,130
    
    
    
    138,824
    
    
    
    2.98
    
    
    
    14,932,653
    
    
    
    158,016
    
    
    
    4.26Repurchase agreements
    
    
    15,099,951
    
    
    
    151,052
    
    
    
    4.06
    
    
    
    12,006,644
    
    
    
    128,407
    
    
    
    4.30Federal Home Loan Bank of New York advances
    
    
    15,266,667
    
    
    
    149,615
    
    
    
    3.97
    
    
    
    12,716,379
    
    
    
    133,550
    
    
    
    4.22Total borrowed funds
    
    
    30,366,618
    
    
    
    300,667
    
    
    
    4.02
    
    
    
    24,723,023
    
    
    
    261,957
    
    
    
    4.26Total interest-bearing liabilities
    
    
    49,230,748
    
    
    
    439,491
    
    
    
    3.62
    
    
    
    39,655,676
    
    
    
    419,973
    
    
    
    4.26Noninterest-bearing liabilities:Noninterest-bearing deposits
    
    
    563,360
    
    
    
    
    
    
    
    
    
    
    
    509,924Other noninterest-bearing liabilities
    
    
    310,286
    
    
    
    
    
    
    
    
    
    
    
    280,569Total noninterest-bearing liabilities
    
    
    873,646
    
    
    
    
    
    
    
    
    
    
    
    790,493Total liabilities
    
    
    50,104,394
    
    
    
    
    
    
    
    
    
    
    
    40,446,169Shareholders equity
    
    
    5,000,548
    
    
    
    
    
    
    
    
    
    
    
    4,669,308Total Liabilities and Shareholders Equity
    
    $
    55,104,942
    
    
    
    
    
    
    
    
    
    
    $
    45,115,477Net interest income/net interest rate spread (2)
    
    
    
    
    
    $
    283,831
    
    
    
    1.75
    
    
    
    
    
    
    $
    193,315
    
    
    
    1.27Net interest-earning assets/net interest margin (3)
    
    $
    4,664,734
    
    
    
    
    
    
    
    2.06
    %
    
    $
    4,710,660
    
    
    
    
    
    
    
    1.72
    %Ratio of interest-earning assets to
interest-bearing liabilities
    
    
    
    
    
    
    
    
    
    
    1.09
    x
    
    
    
    
    
    
    
    
    
    
    1.12
    x
 
 (1)
    
    Amount includes deferred loan costs and non-performing loans and is net of the allowance for
loan losses.(2)
    
    Determined by subtracting the annualized weighted average cost of total interest-bearing
liabilities from the annualized weighted average yield on total interest-earning assets.(3)
    
    Determined by dividing annualized net interest income by total average interest-earning assets. Page 22




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General.
 Interest and Dividend Income.
     Page 23




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Interest Expense.
   Page 24




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Net Interest Income.
 .
 Provision for Loan Losses.
  Page 25




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Non-Interest Income.
 Non-Interest Expense.
   Income Taxes.
 Liquidity and Capital Resources
  Page 28




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Off-Balance Sheet Arrangements and Contractual Obligations
   Payments Due By PeriodLess Than
    
    
    1 Year to
    
    
    3 Years to
    
    
    More ThanContractual Obligation

    
    Total
    
    
    1 Year
    
    
    3 Years
    
    
    5 Years
    
    
    5 Years(In thousands)First mortgage loan originations
    
    $
    595,466
    
    
    $
    595,466
    
    
    $
    
    
    
    $
    
    
    
    $
    Mortgage loan purchases
    
    
    143,579
    
    
    
    143,579
    
    
    
    
    
    
    
    
    
    
    
    Operating leases
    
    
    149,746
    
    
    
    8,534
    
    
    
    17,490
    
    
    
    17,023
    
    
    
    106,699Total
    
    $
    888,791
    
    
    $
    747,579
    
    
    $
    17,490
    
    
    $
    17,023
    
    
    $
    106,699
  Critical Accounting Policies
  Allowance for Loan Losses
  Page 31




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Stock-Based Compensation
    Pension and Other Post-retirement Benefit Assumptions
  Page 33




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Item 3.  Quantitative and Qualitative Disclosures About Market Risk
  General
   Page 34




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Simulation Model.
   Change in
    
    Percent Change inInterest Rates
    
    Net Interest Income(Basis points)200
    
    
    (5.94
    )%100
    
    
    (1.46
    )50
    
    
    (0.62
    )(50)
    
    
    (4.59
    )
   Page 36




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Present Value of EquityAs Percent of PresentValue of AssetsChange in
    
    Present
    
    Basis PointInterest Rates
    
    Value Ratio
    
    Change(Basis points)200
    
    
    4.96
    %
    
    
    (102
    )100
    
    
    6.34
    
    
    
    3650
    
    
    6.40
    
    
    
    420
    
    
    5.98(50)
    
    
    5.15
    
    
    
    (83
    )
   GAP Analysis.
 Page 37




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At March 31, 2009More than
    
    
    More thanMore than
    
    
    More than
    
    
    two years
    
    
    three yearsSix months
    
    
    six months
    
    
    one year to
    
    
    to three
    
    
    to five
    
    
    More thanor less
    
    
    to one year
    
    
    two years
    
    
    years
    
    
    years
    
    
    five years
    
    
    Total(Dollars in thousands)Interest-earning assets:First mortgage loans
    
    $
    3,091,137
    
    
    $
    3,250,696
    
    
    $
    5,184,752
    
    
    $
    3,916,799
    
    
    $
    4,643,219
    
    
    $
    9,336,748
    
    
    $
    29,423,351Consumer and other loans
    
    
    105,599
    
    
    
    2,318
    
    
    
    19,521
    
    
    
    3,230
    
    
    
    12,878
    
    
    
    227,783
    
    
    
    371,329Federal funds sold
    
    
    118,019
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    118,019Mortgage-backed securities
    
    
    2,969,234
    
    
    
    2,166,123
    
    
    
    4,687,668
    
    
    
    5,021,196
    
    
    
    3,754,530
    
    
    
    2,088,264
    
    
    
    20,687,015FHLB stock
    
    
    867,820
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    867,820Investment securities
    
    
    957,089
    
    
    
    700,000
    
    
    
    100,105
    
    
    
    100,000
    
    
    
    1,072,722
    
    
    
    1,052,410
    
    
    
    3,982,326Total interest-earning assets
    
    
    8,108,898
    
    
    
    6,119,137
    
    
    
    9,992,046
    
    
    
    9,041,225
    
    
    
    9,483,349
    
    
    
    12,705,205
    
    
    
    55,449,860Interest-bearing liabilities:Savings accounts
    
    
    54,748
    
    
    
    54,748
    
    
    
    72,998
    
    
    
    72,998
    
    
    
    182,494
    
    
    
    291,991
    
    
    
    729,977Interest-bearing demand accounts
    
    
    165,141
    
    
    
    165,142
    
    
    
    245,657
    
    
    
    245,657
    
    
    
    423,127
    
    
    
    447,781
    
    
    
    1,692,505Money market accounts
    
    
    313,469
    
    
    
    313,469
    
    
    
    626,938
    
    
    
    626,938
    
    
    
    1,097,142
    
    
    
    156,734
    
    
    
    3,134,690Time deposits
    
    
    11,271,198
    
    
    
    2,428,621
    
    
    
    533,412
    
    
    
    22,481
    
    
    
    38,805
    
    
    
    
    
    
    
    14,294,517Borrowed funds
    
    
    400,000
    
    
    
    
    
    
    
    450,000
    
    
    
    350,000
    
    
    
    350,000
    
    
    
    28,725,000
    
    
    
    30,275,000Total interest-bearing liabilities
    
    
    12,204,556
    
    
    
    2,961,980
    
    
    
    1,929,005
    
    
    
    1,318,074
    
    
    
    2,091,568
    
    
    
    29,621,506
    
    
    
    50,126,689Interest rate sensitivity gap
    
    $
    (4,095,658
    )
    
    $
    3,157,157
    
    
    $
    8,063,041
    
    
    $
    7,723,151
    
    
    $
    7,391,781
    
    
    $
    (16,916,301
    )
    
    $
    5,323,171Cumulative interest rate sensitivity gap
    
    $
    (4,095,658
    )
    
    $
    (938,501
    )
    
    $
    7,124,540
    
    
    $
    14,847,691
    
    
    $
    22,239,472
    
    
    $
    5,323,171Cumulative interest rate sensitivity gap
as a percent of total assets
    
    
    (7.24
    )%
    
    
    (1.66
    )%
    
    
    12.59
    %
    
    
    26.25
    %
    
    
    39.31
    %
    
    
    9.41
    %Cumulative interest-earning assets
as a percent of interest-bearing
liabilities
    
    
    66.44
    %
    
    
    93.81
    %
    
    
    141.67
    %
    
    
    180.63
    %
    
    
    208.46
    %
    
    
    110.62
    %
  Page 38




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Item 4.  Controls and Procedures
   
 PART II  OTHER INFORMATION
 
 Item 1.  Legal Proceedings
  
 Item 1A.  Risk Factors
  The
FDICs proposed special assessment on the banking industry to
recapitalize the Deposit Insurance Fund is expected to cause a
significant increase in our non-interest expense during the period it
is imposed.
 
 Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds
  MaximumTotal Number of
    
    
    Number of SharesTotal
    
    
    
    
    
    
    Shares Purchased
    
    
    that May Yet BeNumber of
    
    
    Average
    
    
    as Part of Publicly
    
    
    Purchased UnderShares
    
    
    Price Paid
    
    
    Announced Plans
    
    
    the Plans orPeriod
    
    Purchased
    
    
    per Share
    
    
    or Programs
    
    
    Programs (1)January 1-January 31, 2009
    
    
    900,000
    
    
    $
    12.18
    
    
    
    900,000
    
    
    
    53,173,550February 1-February 28, 2009
    
    
    1,450,000
    
    
    
    11.21
    
    
    
    1,450,000
    
    
    
    51,723,550March 1-March 31, 2009
    
    
    1,400,000
    
    
    
    9.62
    
    
    
    1,400,000
    
    
    
    50,323,550Total
    
    
    3,750,000
    
    
    
    10.85
    
    
    
    3,750,000
 
 (1)
    
    On July 25, 2007, Hudson City Bancorp announced the adoption of its eighth Stock
Repurchase Program, which authorized the repurchase
of up to 51,400,000 shares of common stock. This program has no expiration date. Page 39




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Item 3.  Defaults Upon Senior Securities
  
 Item 4.  Submission of Matters to a Vote of Security Holders
  
 Item 5.  Other Information
  
 Item 6.  Exhibits
 Exhibit Number
    
    Exhibit10.33
    
    Form of Hudson City Bancorp, Inc. 2006 Stock
Incentive Plan Performance-Based Stock Award
Notice31.1
    
    Certification of Chief Executive Officer31.2
    
    Certification of Chief Financial Officer32.1
    
    Written Statement of Chief Executive Officer and
Chief Financial Officer furnished pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002,
18 U.S.C. Section 1350. *
 
 *
    
    Pursuant to SEC rules, this exhibit will not be deemed filed for purposes of Section 18
of the Exchange Act or otherwise subject to the liability of that section. Page 40




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SIGNATURES
  Hudson City Bancorp, Inc.Date:        May 8, 2009
    By:
    /s/ Ronald E. Hermance, Jr.Ronald E. Hermance, Jr.Chairman, President and Chief
Executive Officer
(Principal Executive Officer)Date:        May 8, 2009
    By:
    /s/ James C. KranzJames C. KranzExecutive Vice President and
Chief Financial Officer
(Principal Financial Officer) Page 41