UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

(Mark One)

o     Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number: 0-26001

Hudson City Bancorp, Inc.

(201)967-1900
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes þ No o

As of May 2, 2005, the registrant had 186,413,293 shares of common stock, $0.01 par value, outstanding. Of such shares outstanding, 122,576,600 shares were held by Hudson City, MHC, the registrant’s mutual holding company, and 63,836,693 shares were held by the public and directors, officers and employees of the registrant.

Hudson City Bancorp, Inc.
Form 10-Q

Contents of Report

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Hudson City Bancorp, Inc.
Form 10-Q

This Report on Form 10-Q contains “forward-looking statements,” which may be identified by the use of such words as “may,” “believe,” “expect,” “anticipate,” “should,” “plan,” “estimate,” “predict,” “continue” and “potential” or the negative of these terms or other comparable terminology. Examples of forward-looking statements include, but are not limited to, estimates with respect to our financial condition, results of operations and business that are subject to various factors which could cause actual results to differ materially from these estimates. These factors include, but are not limited to:

	•	the timing and occurrence or non-occurrence of events may be subject to circumstances beyond our control;
	•	there may be increases in competitive pressure among 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 may adversely affect our business;
	•	applicable technological changes may be more difficult or expensive than we anticipate;
	•	success or consummation of new business initiatives may be more difficult or expensive than we anticipate; or
	•	litigation or matters before regulatory agencies, whether currently existing or commencing in the future, may delay the occurrence or non-occurrence of events longer than we anticipate.

Any or all of our forward-looking statements in this Report on Form 10-Q and in any other public statements we make may turn out to be wrong. They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. Consequently, no forward-looking statement can be guaranteed. We do not intend to update any of the forward-looking statements after the date of this Report on Form 10-Q or to conform these statements to actual results.

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PART I – FINANCIAL INFORMATION

Hudson City Bancorp, Inc. and Subsidiary

See accompanying notes to consolidated financial statements.

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Hudson City Bancorp, Inc. and Subsidiary

See accompanying notes to consolidated financial statements.

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Hudson City Bancorp, Inc. and Subsidiary

See accompanying notes to consolidated financial statements.

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Hudson City Bancorp, Inc. and Subsidiary

1. — Basis of Presentation

Hudson City Bancorp, Inc. is a Delaware corporation organized in 1999 by Hudson City Savings Bank in connection with the conversion and reorganization of Hudson City Savings from a mutual savings bank into a two-tiered mutual savings bank holding company structure.

In our opinion, all the adjustments (consisting of normal and recurring adjustments) necessary for a fair presentation of the consolidated financial condition and consolidated results of operations for the unaudited periods presented have been included. The results of operations and other data presented for the three-month period ended March 31, 2005 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2005.

Certain information and note disclosures usually included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission for the preparation of the Form 10-Q. The consolidated financial statements presented should be read in conjunction with Hudson City Bancorp’s audited consolidated financial statements and notes to consolidated financial statements included in Hudson City Bancorp’s December 31, 2004 Annual Report on Form 10-K.

Statements of Cash Flow. For the purposes of reporting cash flows, cash and cash equivalents includes cash on hand, amounts due from banks and federal funds sold. Transfers of loans to foreclosed real estate of $452,000 and $892,000 for the three month periods ended March 31, 2005 and 2004, respectively, did not result in cash receipts or cash payments.

Stock Option Plans’ Fair Value Disclosure. The Hudson City stock option plans and the recognition and retention plans (“RRP”) are accounted for in accordance with the provisions of APB Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”), and related Interpretations. Accordingly, no compensation expense has been recognized for the stock option plans. Expense for the RRP in the amount of the fair value of the common stock at the date of grant is recognized ratably over the vesting period.

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Hudson City Bancorp, Inc. and Subsidiary
Notes to Consolidated Financial Statements

Had expense for Hudson City’s stock option plans been determined based on the fair value at the grant date for our stock options consistent with the method of SFAS No. 123, our net income and earnings per share would have been reduced to the pro forma amounts that follow.

The fair value of the option grants, for those grants issued during the following periods, was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions:

2. Plan of Conversion and Reorganization

On December 16, 2004 the Boards of Directors of Hudson City Bancorp, Hudson City Savings and Hudson City, MHC unanimously adopted a Plan of Conversion and Reorganization and related amendments. Under the terms of the Plan of Conversion and Reorganization, Hudson City Savings will reorganize from its current two-tier mutual holding company structure to a stock holding company structure and Hudson City Bancorp will undertake a “second-step” stock offering of new shares of common stock. Hudson City, MHC, which owns 65.76% of the outstanding common stock of Hudson City Bancorp as of March 31, 2005, will be merged into Hudson City Bancorp as part of the reorganization. On April 5, 2005, Hudson City Bancorp announced that it had received conditional approval from the Office of Thrift Supervision to commence the “second-step” transaction and that the registration statement related to the transaction was declared effective by the Securities and Exchange Commission. The transactions contemplated by the Plan of Conversion and Reorganization are still subject to the approval of Hudson City Savings’ depositors and Hudson City Bancorp’s shareholders

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Hudson City Bancorp, Inc. and Subsidiary
Notes to Consolidated Financial Statements

(other than Hudson City, MHC), final regulatory approval from the Office of Thrift Supervision and the sale of at least 361.3 million shares of Hudson City Bancorp common stock. Meetings of Hudson City Savings’ depositors and Hudson City Bancorp’s shareholders have been scheduled for May 27, 2005. Proxy materials for each meeting have been mailed. If approved, Hudson City Bancorp anticipates that the transactions will be completed in the second quarter of 2005.

3. — Comprehensive Income

Comprehensive income is comprised of net income and other comprehensive income. Other comprehensive income includes unrealized holding gains and losses on securities available for sale, net of tax. Comprehensive income during the periods indicated is as follows.

4. — Earnings Per Share

The following is a reconciliation of the numerators and denominators of the basic and diluted earnings per share computations.

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Hudson City Bancorp, Inc. and Subsidiary
Notes to Consolidated Financial Statements

5. — Fair Value and Unrealized Losses of Securities

The following table summarizes the fair value and unrealized losses of those investment and mortgage-backed securities that reported an unrealized loss at March 31, 2005 and 2004, and whether the unrealized loss position was continuous for the twelve months prior to those dates.