##### 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, 2008
 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)
 
  þ o
  Large accelerated filer þAccelerated filer oNon-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, 2008 (Unaudited) and December 31, 2007
    
    
    4Consolidated Statements of Income (Unaudited)  For the three months ended March 31, 2008 and 2007
    
    
    5Consolidated Statements of Changes in Shareholders Equity (Unaudited)  For the three months ended March 31, 2008 and 2007
    
    
    6Consolidated Statements of Cash Flows (Unaudited)  For the three months ended March 31, 2008 and 2007
    
    
    7Notes to Unaudited Consolidated Financial Statements
    
    
    8Item 2.  Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    15Item 3.  Quantitative and Qualitative Disclosures About Market Risk
    
    
    31Item 4.  Controls and Procedures
    
    
    35PART II  OTHER INFORMATIONItem 1.  Legal Proceedings
    
    
    36Item 1A.  Risk Factors
    
    
    36Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    36Item 3.  Defaults Upon Senior Securities
    
    
    36Item 4.  Submission of Matters to a Vote of Security Holders
    
    
    36Item 5.  Other Information
    
    
    37Item 6.  Exhibits
    
    
    37SIGNATURES
    
    
    38EX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATION
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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 31,2008
    
    
    2007(In thousands, except share and per share amounts)
    
    (unaudited)Assets:Cash and due from banks
    
    $
    142,149
    
    
    $
    111,245Federal funds sold
    
    
    180,486
    
    
    
    106,299Total cash and cash equivalents
    
    
    322,635
    
    
    
    217,544Securities available for sale:Mortgage-backed securities
    
    
    6,727,124
    
    
    
    5,005,409Investment securities
    
    
    3,717,331
    
    
    
    2,765,491Securities held to maturity:Mortgage-backed securities (fair value of $9,772,597 at March 31, 2008
and $9,566,312 at December 31, 2007)
    
    
    9,676,864
    
    
    
    9,565,526Investment securities (fair value of $122,095 at March 31, 2008
and $1,410,246 at December 31, 2007)
    
    
    121,715
    
    
    
    1,408,501Total securities
    
    
    20,243,034
    
    
    
    18,744,927Loans
    
    
    24,895,694
    
    
    
    24,192,281Deferred loan costs
    
    
    41,359
    
    
    
    40,598Allowance for loan losses
    
    
    (36,772
    )
    
    
    (34,741
    )Net loans
    
    
    24,900,281
    
    
    
    24,198,138Federal Home Loan Bank of New York stock
    
    
    744,131
    
    
    
    695,351Foreclosed real estate, net
    
    
    4,890
    
    
    
    4,055Accrued interest receivable
    
    
    264,228
    
    
    
    245,113Banking premises and equipment, net
    
    
    73,809
    
    
    
    75,094Goodwill
    
    
    152,109
    
    
    
    152,109Other assets
    
    
    65,133
    
    
    
    91,640Total Assets
    
    $
    46,770,250
    
    
    $
    44,423,971Liabilities and Shareholders Equity:Deposits:Interest-bearing
    
    $
    15,490,360
    
    
    $
    14,635,412Noninterest-bearing
    
    
    586,753
    
    
    
    517,970Total deposits
    
    
    16,077,113
    
    
    
    15,153,382Repurchase agreements
    
    
    12,000,000
    
    
    
    12,016,000Federal Home Loan Bank of New York advances
    
    
    13,225,000
    
    
    
    12,125,000Total borrowed funds
    
    
    25,225,000
    
    
    
    24,141,000Due to brokers
    
    
    464,819
    
    
    
    281,853Accrued expenses and other liabilities
    
    
    293,229
    
    
    
    236,429Total liabilities
    
    
    42,060,161
    
    
    
    39,812,664Common stock, $0.01 par value, 3,200,000,000 shares authorized;
741,466,555 shares issued; 518,858,674 shares outstanding
at March 31, 2008 and 518,569,602 shares outstanding
at December 31, 2007
    
    
    7,415
    
    
    
    7,415Additional paid-in capital
    
    
    4,586,713
    
    
    
    4,578,578Retained earnings
    
    
    2,045,787
    
    
    
    2,002,049Treasury stock, at cost; 222,607,881 shares at March 31, 2008 and
222,896,953 shares at December 31, 2007
    
    
    (1,770,360
    )
    
    
    (1,771,106
    )Unallocated common stock held by the employee stock ownership plan
    
    
    (220,749
    )
    
    
    (222,251
    )Accumulated other comprehensive income, net of tax
    
    
    61,283
    
    
    
    16,622Total shareholders equity
    
    
    4,710,089
    
    
    
    4,611,307Total Liabilities and Shareholders Equity
    
    $
    46,770,250
    
    
    $
    44,423,971
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Hudson City Bancorp, Inc. and Subsidiary
Consolidated Statements of Income
(Unaudited)
 For the Three MonthsEnded March 31,2008
    
    
    2007(In thousands, except per share data)Interest and Dividend Income:First mortgage loans
    
    $
    346,277
    
    
    $
    269,682Consumer and other loans
    
    
    6,856
    
    
    
    6,892Mortgage-backed securities held to maturity
    
    
    124,845
    
    
    
    95,517Mortgage-backed securities available for sale
    
    
    69,510
    
    
    
    28,291Investment securities held to maturity
    
    
    10,946
    
    
    
    18,613Investment securities available for sale
    
    
    38,555
    
    
    
    50,835Dividends on Federal Home Loan Bank of New York stock
    
    
    14,226
    
    
    
    7,472Federal funds sold
    
    
    2,073
    
    
    
    2,345Total interest and dividend income
    
    
    613,288
    
    
    
    479,647Interest Expense:Deposits
    
    
    158,016
    
    
    
    141,963Borrowed funds
    
    
    261,957
    
    
    
    181,230Total interest expense
    
    
    419,973
    
    
    
    323,193Net interest income
    
    
    193,315
    
    
    
    156,454Provision for Loan Losses
    
    
    2,500
    
    
    
    300Net interest income after provision for loan losses
    
    
    190,815
    
    
    
    156,154Non-Interest Income:Service charges and other income
    
    
    2,221
    
    
    
    1,550Non-Interest Expense:Compensation and employee benefits
    
    
    31,545
    
    
    
    25,748Net occupancy expense
    
    
    7,371
    
    
    
    7,209Federal deposit insurance assessment
    
    
    416
    
    
    
    441Computer and related services
    
    
    639
    
    
    
    666Other expense
    
    
    8,141
    
    
    
    7,033Total non-interest expense
    
    
    48,112
    
    
    
    41,097Income before income tax expense
    
    
    144,924
    
    
    
    116,607Income Tax Expense
    
    
    56,255
    
    
    
    45,364Net income
    
    $
    88,669
    
    
    $
    71,243Basic Earnings Per Share
    
    $
    0.18
    
    
    $
    0.14Diluted Earnings Per Share
    
    $
    0.18
    
    
    $
    0.13Weighted Average Number of Common Shares Outstanding:Basic
    
    
    483,092,588
    
    
    
    518,416,987Diluted
    
    
    494,384,738
    
    
    
    529,034,187
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Hudson City Bancorp, Inc. and Subsidiary
Consolidated Statements of Changes in Shareholders Equity
(Unaudited
 For the Three MonthsEnded March 31,2008
    
    
    2007(In thousands, except per share data)Common Stock
    
    $
    7,415
    
    
    $
    7,415Additional paid-in capital:Balance at beginning of year
    
    
    4,578,578
    
    
    
    4,553,614Stock option plan expense
    
    
    3,702
    
    
    
    3,064Tax benefit from stock plans
    
    
    1,722
    
    
    
    1,451Allocation of ESOP stock
    
    
    2,340
    
    
    
    1,799Vesting of RRP stock
    
    
    371
    
    
    
    536Balance at end of period
    
    
    4,586,713
    
    
    
    4,560,464Retained Earnings:Balance at beginning of year
    
    
    2,002,049
    
    
    
    1,877,840Net Income
    
    
    88,669
    
    
    
    71,243Dividends paid on common stock ($0.09 and $0.08 per share, respectively)
    
    
    (43,483
    )
    
    
    (41,704
    )Exercise of stock options
    
    
    (1,448
    )
    
    
    (1,686
    )Balance at end of period
    
    
    2,045,787
    
    
    
    1,905,693Treasury Stock:Balance at beginning of year
    
    
    (1,771,106
    )
    
    
    (1,230,793
    )Purchase of common stock
    
    
    (3,143
    )
    
    
    (153,083
    )Exercise of stock options
    
    
    3,889
    
    
    
    3,075Balance at end of period
    
    
    (1,770,360
    )
    
    
    (1,380,801
    )Unallocated common stock held by the ESOP:Balance at beginning of year
    
    
    (222,251
    )
    
    
    (228,257
    )Allocation of ESOP stock
    
    
    1,502
    
    
    
    1,502Balance at end of period
    
    
    (220,749
    )
    
    
    (226,755
    )Accumulated other comprehensive income(loss):Balance at beginning of year
    
    
    16,622
    
    
    
    (49,563
    )Unrealized holding gains arising during period, net of tax expense of
$30,848
and $10,083 in 2008 and 2007, respectively
    
    
    44,667
    
    
    
    14,599Pension and other postretirement benefits adjustment, net of tax benefit of
$4 and $0 for 2008 and 2007, respectively
    
    
    (6
    )
    
    
    Balance at end of period
    
    
    61,283
    
    
    
    (34,964
    )Total Shareholders Equity
    
    $
    4,710,089
    
    
    $
    4,831,052Summary of comprehensive incomeNet income
    
    $
    88,669
    
    
    $
    71,243Other comprehensive income, net of tax
    
    
    44,661
    
    
    
    14,599Total comprehensive income
    
    $
    133,330
    
    
    $
    85,842
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Hudson City Bancorp, Inc. and Subsidiary
Consolidated Statements of Cash Flows
(Unaudited
 For the Three monthsEnded March 31,2008
    
    
    2007(In thousands)Cash Flows from Operating Activities:Net income
    
    $
    88,669
    
    
    $
    71,243Adjustments to reconcile net income to net cash provided
by operating activities:Depreciation, accretion and amortization expense
    
    
    6,444
    
    
    
    5,487Provision for loan losses
    
    
    2,500
    
    
    
    300Share-based compensation, including committed ESOP shares
    
    
    7,915
    
    
    
    6,901Deferred tax benefit (expense)
    
    
    (5,367
    )
    
    
    6,139Increase in accrued interest receivable
    
    
    (19,115
    )
    
    
    (23,834
    )Decrease in other assets
    
    
    467
    
    
    
    12,380Increase in accrued expenses and other liabilities
    
    
    56,795
    
    
    
    16,045Net Cash Provided by Operating Activities
    
    
    138,308
    
    
    
    94,661Cash Flows from Investing Activities:Originations of loans
    
    
    (820,420
    )
    
    
    (649,580
    )Purchases of loans
    
    
    (543,418
    )
    
    
    (1,077,702
    )Principal payments on loans
    
    
    655,923
    
    
    
    540,626Principal collection of mortgage-backed securities held to maturity
    
    
    310,267
    
    
    
    268,687Purchases of mortgage-backed securities held to maturity
    
    
    (423,049
    )
    
    
    (1,431,636
    )Principal collection of mortgage-backed securities available for sale
    
    
    216,717
    
    
    
    179,322Purchases of mortgage-backed securities available for sale
    
    
    (1,717,950
    )
    
    
    (38,261
    )Proceeds from maturities and calls of investment securities held to maturity
    
    
    1,286,840
    
    
    
    Proceeds from maturities and calls of investment securities available for sale
    
    
    984,901
    
    
    
    575,000Purchases of investment securities available for sale
    
    
    (1,900,000
    )
    
    
    (300,000
    )Purchases of Federal Home Loan Bank of New York stock
    
    
    (49,500
    )
    
    
    (78,750
    )Redemption of Federal Home Loan Bank of New York stock
    
    
    720
    
    
    
    9,315Purchases of premises and equipment, net
    
    
    (1,167
    )
    
    
    (3,330
    )Net proceeds from sale of foreclosed real estate
    
    
    1,651
    
    
    
    1,699Net Cash Used in Investment Activities
    
    
    (1,998,485
    )
    
    
    (2,004,610
    )Cash Flows from Financing Activities:Net increase in deposits
    
    
    923,731
    
    
    
    498,728Proceeds from borrowed funds
    
    
    1,100,000
    
    
    
    2,900,000Principal payments on borrowed funds
    
    
    (16,000
    )
    
    
    (1,357,000
    )Dividends paid
    
    
    (43,483
    )
    
    
    (41,704
    )Purchases of treasury stock
    
    
    (3,143
    )
    
    
    (153,083
    )Exercise of stock options
    
    
    2,441
    
    
    
    1,389Tax benefit from stock plans
    
    
    1,722
    
    
    
    1,451Net Cash Provided by Financing Activities
    
    
    1,965,268
    
    
    
    1,849,781Net Increase (Decrease) in Cash and Cash Equivalents
    
    
    105,091
    
    
    
    (60,168
    )Cash and Cash Equivalents at Beginning of Year
    
    
    217,544
    
    
    
    182,246Cash and Cash Equivalents at End of Period
    
    $
    322,635
    
    
    $
    122,078Supplemental Disclosures:Interest paid
    
    $
    415,872
    
    
    $
    318,855Loans transferred to foreclosed real estate
    
    $
    2,703
    
    
    $
    1,163Income tax payments (refunds)
    
    $
    5,181
    
    
    $
    (768
    )
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1. Organization
  2. Basis of Presentation
   3. Earnings Per Share
  For the Three Months Ended March 31,2008
    
    
    2007Per
    
    
    
    
    
    
    
    
    
    
    PerAverage
    
    
    Share
    
    
    
    
    
    
    Average
    
    
    ShareIncome
    
    
    Shares
    
    
    Amount
    
    
    Income
    
    
    Shares
    
    
    Amount(In thousands, except per share data)Net income
    
    $
    88,669
    
    
    
    
    
    
    
    
    
    
    $
    71,243Basic earnings per share:Income available to
common stockholders
    
    $
    88,669
    
    
    
    483,093
    
    
    $
    0.18
    
    
    $
    71,243
    
    
    
    518,417
    
    
    $
    0.14Effect of dilutive common
stock equivalents
    
    
    
    
    
    
    11,292
    
    
    
    
    
    
    
    
    
    
    
    10,617Diluted earnings per share:Income available to
common stockholders
    
    $
    88,669
    
    
    
    494,385
    
    
    $
    0.18
    
    
    $
    71,243
    
    
    
    529,034
    
    
    $
    0.13
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4. Stock Repurchase Programs
  5. Fair Value Measurements
     
    
    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.
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Fair Value Measurements at March 31, 2008Quoted 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
    
    $
    6,727,124
    
    
    $
    
    
    
    $
    6,727,124
    
    
    $
    Investment securities
    
    
    3,717,331
    
    
    
    7,354
    
    
    
    3,709,977
    
    
    
    Total available for sale
    
    $
    10,444,455
    
    
    $
    7,354
    
    
    $
    10,437,101
    
    
    $
    
   Fair Value Measurements at March 31, 2008Quoted Prices in Active
    
    Significant Other
    
    SignificantMarkets for Identical
    
    Observable Inputs
    
    Unobservable InputsDescription
    
    Assets (Level 1)
    
    (Level 2)
    
    (Level 3)(In thousands)Foreclosed real estate
    
    $
    
    
    
    $
    
    
    
    $
    1,582
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6. Postretirement Plans
    For the Three Months Ended March 31,Retirement Plans
    
    
    Other Benefits2008
    
    
    2007
    
    
    2008
    
    
    2007(In thousands)Service cost
    
    $
    881
    
    
    $
    810
    
    
    $
    253
    
    
    $
    268Interest cost
    
    
    1,682
    
    
    
    1,569
    
    
    
    544
    
    
    
    525Expected return on assets
    
    
    (2,135
    )
    
    
    (2,034
    )
    
    
    
    
    
    
    Amortization of:Net loss
    
    
    81
    
    
    
    37
    
    
    
    141
    
    
    
    144Unrecognized prior service cost
    
    
    82
    
    
    
    69
    
    
    
    (391
    )
    
    
    (391
    )Net periodic benefit cost
    
    $
    591
    
    
    $
    451
    
    
    $
    547
    
    
    $
    546
  7. Stock Option Plans
  Three Months Ended March 31,2008
    
    2007Number of
    
    Weighted
    
    Number of
    
    WeightedStock
    
    Average
    
    Stock
    
    AverageOptions
    
    Exercise Price
    
    Options
    
    Exercise PriceOutstanding at beginning of
period
    
    
    29,080,114
    
    
    $
    7.91
    
    
    
    26,979,989
    
    
    $
    6.89Granted
    
    
    3,675,000
    
    
    
    15.69
    
    
    
    3,127,500
    
    
    
    13.78Exercised
    
    
    (489,072
    )
    
    
    4.99
    
    
    
    (456,471
    )
    
    
    3.04Forfeited
    
    
    
    
    
    
    
    
    
    
    (66,740
    )
    
    
    Outstanding at end of period
    
    
    32,266,042
    
    
    
    8.84
    
    
    
    29,584,278
    
    
    
    7.68
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2008Expected dividend yield
    
    
    2.30
    %Expected volatility
    
    
    20.70
    %Risk-free interest rate
    
    
    2.86
    %Expected option life
    
    5.5 years
  8. Recent Accounting Pronouncements
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Item 2.  Managements Discussion and Analysis of Financial Condition and Results of Operations
 Executive Summary
      Page 15




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Comparison of Financial Condition at March 31, 2008 and December 31, 2007
   Page 16




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Comparison of Operating Results for the Three-Month Periods Ended March 31, 2008 and 2007
 Average Balance Sheet.
 For the Three Months Ended March 31,2008
    
    
    2007Average
    
    
    
    
    
    
    
    
    
    
    AverageAverage
    
    
    
    
    
    
    Yield/
    
    
    Average
    
    
    
    
    
    
    Yield/Balance
    
    
    Interest
    
    
    Cost
    
    
    Balance
    
    
    Interest
    
    
    Cost(Dollars in thousands)Assets:Interest-earnings assets:First mortgage loans, net (1)
    
    $
    24,050,648
    
    
    $
    346,277
    
    
    
    5.76
    %
    
    $
    19,014,206
    
    
    $
    269,682
    
    
    
    5.67
    %Consumer and other loans
    
    
    435,627
    
    
    
    6,856
    
    
    
    6.30
    
    
    
    423,536
    
    
    
    6,892
    
    
    
    6.51Federal funds sold
    
    
    277,400
    
    
    
    2,073
    
    
    
    3.01
    
    
    
    179,622
    
    
    
    2,345
    
    
    
    5.29Mortgage-backed securities at amortized cost
    
    
    14,690,323
    
    
    
    194,355
    
    
    
    5.29
    
    
    
    9,801,089
    
    
    
    123,808
    
    
    
    5.05Federal Home Loan Bank stock
    
    
    721,542
    
    
    
    14,226
    
    
    
    7.89
    
    
    
    472,986
    
    
    
    7,472
    
    
    
    6.32Investment securities, at amortized cost
    
    
    4,190,796
    
    
    
    49,501
    
    
    
    4.72
    
    
    
    5,915,167
    
    
    
    69,448
    
    
    
    4.70Total interest-earning assets
    
    
    44,366,336
    
    
    
    613,288
    
    
    
    5.53
    
    
    
    35,806,606
    
    
    
    479,647
    
    
    
    5.36Noninterest-earnings assets
    
    
    749,141
    
    
    
    
    
    
    
    
    
    
    
    588,193Total Assets
    
    $
    45,115,477
    
    
    
    
    
    
    
    
    
    
    $
    36,394,799Liabilities and Shareholders Equity:Interest-bearing liabilities:Savings accounts
    
    $
    731,766
    
    
    
    1,372
    
    
    
    0.75
    
    
    $
    797,961
    
    
    
    1,829
    
    
    
    0.93Interest-bearing transaction accounts
    
    
    1,565,329
    
    
    
    12,901
    
    
    
    3.31
    
    
    
    2,012,707
    
    
    
    16,717
    
    
    
    3.37Money market accounts
    
    
    1,682,795
    
    
    
    15,897
    
    
    
    3.80
    
    
    
    934,900
    
    
    
    8,156
    
    
    
    3.54Time deposits
    
    
    10,952,763
    
    
    
    127,846
    
    
    
    4.69
    
    
    
    9,431,588
    
    
    
    115,261
    
    
    
    4.96Total interest-bearing deposits
    
    
    14,932,653
    
    
    
    158,016
    
    
    
    4.26
    
    
    
    13,177,156
    
    
    
    141,963
    
    
    
    4.37Repurchase agreements
    
    
    12,006,644
    
    
    
    128,407
    
    
    
    4.30
    
    
    
    8,920,900
    
    
    
    89,431
    
    
    
    4.07Federal Home Loan Bank of New York advances
    
    
    12,716,379
    
    
    
    133,550
    
    
    
    4.22
    
    
    
    8,673,889
    
    
    
    91,799
    
    
    
    4.29Total borrowed funds
    
    
    24,723,023
    
    
    
    261,957
    
    
    
    4.26
    
    
    
    17,594,789
    
    
    
    181,230
    
    
    
    4.18Total interest-bearing liabilities
    
    
    39,655,676
    
    
    
    419,973
    
    
    
    4.26
    
    
    
    30,771,945
    
    
    
    323,193
    
    
    
    4.26Noninterest-bearing liabilities:Noninterest-bearing deposits
    
    
    509,924
    
    
    
    
    
    
    
    
    
    
    
    486,934Other noninterest-bearing liabilities
    
    
    280,569
    
    
    
    
    
    
    
    
    
    
    
    221,225Total noninterest-bearing liabilities
    
    
    790,493
    
    
    
    
    
    
    
    
    
    
    
    708,159Total liabilities
    
    
    40,446,169
    
    
    
    
    
    
    
    
    
    
    
    31,480,104Shareholders equity
    
    
    4,669,308
    
    
    
    
    
    
    
    
    
    
    
    4,914,695Total Liabilities and Shareholders Equity
    
    $
    45,115,477
    
    
    
    
    
    
    
    
    
    
    $
    36,394,799Net interest income/net interest rate spread (2)
    
    
    
    
    
    $
    193,315
    
    
    
    1.27
    
    
    
    
    
    
    $
    156,454
    
    
    
    1.10Net interest-earning assets/net interest margin (3)
    
    $
    4,710,660
    
    
    
    
    
    
    
    1.72
    %
    
    $
    5,034,661
    
    
    
    
    
    
    
    1.70
    %Ratio of interest-earning assets to
interest-bearing liabilities
    
    
    
    
    
    
    
    
    
    
    1.12
    x
    
    
    
    
    
    
    
    
    
    
    1.16
    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 20




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General.
 Interest and Dividend Income.
     Page 21




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Interest Expense.
    Page 22




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Net Interest Income.
  Provision for Loan Losses.
   Page 23




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Page 24




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Non-Interest Income.
 Non-Interest Expense.
  Income Taxes.
 Liquidity and Capital Resources
  Page 25




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Page 26




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Off-Balance Sheet Arrangements and Contractual Obligations
  Page 27




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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
    
    $
    575,150
    
    
    $
    575,150
    
    
    $
    
    
    
    $
    
    
    
    $
    Mortgage loan purchases
    
    
    1,122,000
    
    
    
    1,122,000
    
    
    
    
    
    
    
    
    
    
    
    Mortgage-backed security purchases
    
    
    635,000
    
    
    
    635,000
    
    
    
    
    
    
    
    
    
    
    
    Operating leases
    
    
    141,580
    
    
    
    7,818
    
    
    
    15,667
    
    
    
    15,022
    
    
    
    103,073Total
    
    $
    2,473,730
    
    
    $
    2,339,968
    
    
    $
    15,667
    
    
    $
    15,022
    
    
    $
    103,073
  Critical Accounting Policies
  Allowance for Loan Losses
  Page 28




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Page 29




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Stock-Based Compensation
    Pension and Other Postretirement Benefit Assumptions
  Page 30




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Item 3.  Quantitative and Qualitative Disclosures About Market Risk
  General
    Page 31




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Simulation Model.
  Page 32




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Change in
    
    Percent Change inInterest Rates
    
    Net Interest Income(Basis points)200
    
    
    
    (3.27
    )%100
    
    
    
    7.24
    
    
    
    (100
    )
    
    
    (1.25
    )
    Page 33




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Present Value of EquityAs Percent of PresentValue of AssetsChange in
    
    Present
    
    Basis PointInterest Rates
    
    Value Ratio
    
    Change(Basis points)200
    
    
    5.57
    %
    
    
    (212
    )100
    
    
    7.22
    
    
    
    (47
    )0
    
    
    7.69
    
    
    
    (100)
    
    
    5.67
    
    
    
    (202
    )
    GAP Analysis.
 Page 34




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At March 31, 2008More 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
    
    $
    1,557,352
    
    
    $
    1,613,455
    
    
    $
    2,947,404
    
    
    $
    2,944,812
    
    
    $
    2,859,879
    
    
    $
    12,478,221
    
    
    $
    24,401,123Consumer and other loans
    
    
    100,554
    
    
    
    1,033
    
    
    
    11,550
    
    
    
    5,336
    
    
    
    15,008
    
    
    
    263,606
    
    
    
    397,087Federal funds sold
    
    
    180,486
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    180,486Mortgage-backed securities
    
    
    1,865,508
    
    
    
    1,620,721
    
    
    
    2,273,884
    
    
    
    3,536,868
    
    
    
    4,555,596
    
    
    
    2,551,411
    
    
    
    16,403,988FHLB stock
    
    
    744,131
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    744,131Investment securities
    
    
    619,579
    
    
    
    21,733
    
    
    
    2,250,000
    
    
    
    468
    
    
    
    801,698
    
    
    
    145,568
    
    
    
    3,839,046Total interest-earning assets
    
    
    5,067,610
    
    
    
    3,256,942
    
    
    
    7,482,838
    
    
    
    6,487,484
    
    
    
    8,232,181
    
    
    
    15,438,806
    
    
    
    45,965,861Interest-bearing liabilities:Savings accounts
    
    
    54,809
    
    
    
    57,727
    
    
    
    73,078
    
    
    
    73,078
    
    
    
    182,696
    
    
    
    292,313
    
    
    
    733,701Interest-bearing demand accounts
    
    
    154,879
    
    
    
    154,879
    
    
    
    230,651
    
    
    
    230,651
    
    
    
    395,531
    
    
    
    415,533
    
    
    
    1,582,124Money market accounts
    
    
    187,292
    
    
    
    187,292
    
    
    
    374,584
    
    
    
    374,584
    
    
    
    655,522
    
    
    
    93,646
    
    
    
    1,872,920Time deposits
    
    
    9,910,683
    
    
    
    816,272
    
    
    
    453,668
    
    
    
    86,572
    
    
    
    34,420
    
    
    
    
    
    
    
    11,301,615Borrowed funds
    
    
    100,000
    
    
    
    
    
    
    
    
    
    
    
    350,000
    
    
    
    550,000
    
    
    
    24,225,000
    
    
    
    25,225,000Total interest-bearing liabilities
    
    
    10,407,663
    
    
    
    1,216,170
    
    
    
    1,131,981
    
    
    
    1,114,885
    
    
    
    1,818,169
    
    
    
    25,026,492
    
    
    
    40,715,360Interest rate sensitivity gap
    
    $
    (5,340,053
    )
    
    $
    2,040,772
    
    
    $
    6,350,857
    
    
    $
    5,372,599
    
    
    $
    6,414,012
    
    
    $
    (9,587,686
    )
    
    $
    5,250,501Cumulative interest rate sensitivity gap
    
    $
    (5,340,053
    )
    
    $
    (3,299,281
    )
    
    $
    3,051,576
    
    
    $
    8,424,175
    
    
    $
    14,838,187
    
    
    $
    5,250,501Cumulative interest rate sensitivity gap
as a percent of total assets
    
    
    (11.42)
    %
    
    
    (7.05)
    %
    
    
    6.52
    %
    
    
    18.01
    %
    
    
    31.73
    %
    
    
    11.23
    %Cumulative interest-earning assets
as a percent of interest-bearing
liabilities
    
    
    48.69
    %
    
    
    71.62
    %
    
    
    123.92
    %
    
    
    160.73
    %
    
    
    194.58
    %
    
    
    112.90
    %
  
 Item 4.  Controls and Procedures
  Page 35




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PART II  OTHER INFORMATION
 
 Item 1.  Legal Proceedings
  
 Item 1A.  Risk Factors
  
 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, 2008
    
    
    100,000
    
    
    $
    15.55
    
    
    
    100,000
    
    
    
    55,073,550February 1-February 29, 2008
    
    
    100,000
    
    
    
    15.89
    
    
    
    100,000
    
    
    
    54,973,550March 1-March 31, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    54,973,550Total
    
    
    200,000
    
    
    
    15.72
    
    
    
    200,000
 
 (1)
    
    On June 20, 2006, Hudson City Bancorp announced the adoption of its seventh Stock Repurchase Program, which authorized the repurchase of up to
56,975,000 shares of common stock. This program has no expiration date and has 3,573,550 shares yet to be purchased as of March 31, 2008.
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 and no shares have been purcahsed pursuant to this program. 
 Item 3.  Defaults Upon Senior Securities
  
 Item 4.  Submission of Matters to a Vote of Security Holders
  Page 36




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Item 5.  Other Information
  
 Item 6.  Exhibits
 Exhibit Number
    
    Exhibit31.1
    
    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 37




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##### Table of Contents



SIGNATURES
  Hudson City Bancorp, Inc.Date: May 9, 2008
    By:
    /s/ Ronald E. Hermance, Jr.Ronald E. Hermance, Jr.Chairman, President and Chief
Executive Officer
(Principal Executive Officer)Date: May 9, 2008
    By:
    /s/ James C. KranzJames C. KranzExecutive Vice President and
Chief Financial Officer
(Principal Financial Officer) Page 38