e10vq

4th and 5th years of Service

150% match on first 3% of monthly salary contributed to the Plan reduced by 4.5% of the Participant’s monthly eligible compensation, as defined under the Qualified Plan. (150% match on first 5% of monthly of salary contributed to the Plan, if employed on or after January 1, 2007 and without prior Pentegra DB Pension Plan benefit service, reduced by 5% of the Participant’s monthly eligible compensation, as defined under the Qualified Plan.)

6 or more years of Service

200% match on first 3% of monthly salary contributed to the Plan reduced by 6% of the Participant’s monthly eligible compensation, as defined under the Qualified Plan. (200% match on first 5% of monthly of salary contributed to the Plan, if employed on or after January 1, 2007 and without prior Pentegra DB Pension Plan benefit service, reduced by 5% of the Participant’s monthly eligible compensation, as defined under the Qualified Plan.)

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 September 30, 2010


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 000-51405

FEDERAL HOME LOAN BANK OF DALLAS

(Exact name of registrant as specified in its charter)


Federally chartered corporation		71-6013989
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

8500 Freeport Parkway South, Suite 600
Irving, TX		75063-2547
(Address of principal executive offices)		(Zip code)

(214) 441-8500
(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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (17 C.F.R. §232.405) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:


Large accelerated filer o	Accelerated filer o	Non-accelerated filer þ	Smaller reporting company o
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

At October 31, 2010, the registrant had outstanding 15,732,984 shares of its Class B Capital Stock, $100 par value per share.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

FEDERAL HOME LOAN BANK OF DALLAS

STATEMENTS OF CONDITION

(Unaudited; in thousands, except share data)


	September 30,			December 31,
	2010			2009
ASSETS
Cash and due from banks	$	4,572,767		$	3,908,242
Interest-bearing deposits		252			233
Federal funds sold		6,060,000			2,063,000
Trading securities (Notes 3 and 11)		4,004,828			4,034
Held-to-maturity securities (a) (Notes 4 and 11)		9,320,011			11,424,552
Advances (Note 5)		27,341,487			47,262,574
Mortgage loans held for portfolio, net of allowance for credit losses of $234 and $240 at September 30, 2010 and December 31, 2009, respectively		222,131			259,617
Accrued interest receivable		46,095			60,890
Premises and equipment, net		25,131			24,789
Derivative assets (Notes 8 and 11)		24,800			64,984
Other assets		26,779			19,161

TOTAL ASSETS	$	51,644,281		$	65,092,076


LIABILITIES AND CAPITAL
Deposits
Interest-bearing	$	974,871		$	1,462,554
Non-interest bearing		24			37

Total deposits		974,895			1,462,591


Consolidated obligations, net (Note 6)
Discount notes		3,301,048			8,762,028
Bonds		41,919,784			51,515,856

Total consolidated obligations, net		45,220,832			60,277,884


Mandatorily redeemable capital stock		6,894			9,165
Accrued interest payable		138,976			179,248
Affordable Housing Program (Note 7)		40,782			43,714
Payable to REFCORP		6,848			9,912
Derivative liabilities (Notes 8 and 11)		—			486
Other liabilities, including $2,391 of optional advance commitments carried at fair value under the fair value option at September 30, 2010 (Notes 3 and 11)		3,044,845			287,044

Total liabilities		49,434,072			62,270,044


Commitments and contingencies (Note 12)

CAPITAL (Note 9)
Capital stock – Class B putable ($100 par value) issued and outstanding shares:
18,355,321 and 25,317,146 shares at September 30, 2010 and December 31, 2009, respectively		1,835,532			2,531,715
Retained earnings		431,890			356,282
Accumulated other comprehensive income (loss)
Non-credit portion of other-than-temporary impairment losses on held-to-maturity securities (Note 4)		(57,788	)		(66,584	)
Postretirement benefits		575			619

Total accumulated other comprehensive income (loss)		(57,213	)		(65,965	)

Total capital		2,210,209			2,822,032

TOTAL LIABILITIES AND CAPITAL	$	51,644,281		$	65,092,076


(a)		Fair values: $9,412,156 and $11,381,786 at September 30, 2010 and December 31, 2009, respectively.

The accompanying notes are an integral part of these financial statements.

FEDERAL HOME LOAN BANK OF DALLAS

STATEMENTS OF INCOME

(Unaudited, in thousands)


	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2010			2009			2010			2009
INTEREST INCOME
Advances	$	86,973		$	125,138		$	249,343		$	559,921
Prepayment fees on advances, net		3,567			1,510			9,922			12,164
Interest-bearing deposits		106			64			223			243
Federal funds sold		1,408			1,245			4,019			4,094
Trading securities		23			—			23			—
Available-for-sale securities		—			1			—			469
Held-to-maturity securities		29,899			38,166			107,736			116,818
Mortgage loans held for portfolio		3,159			3,850			10,018			12,397
Other		7			99			15			369

Total interest income		125,142			170,073			381,299			706,475


INTEREST EXPENSE
Consolidated obligations
Bonds		67,469			104,588			184,512			480,476
Discount notes		2,854			31,766			8,965			199,230
Deposits		125			182			512			1,248
Mandatorily redeemable capital stock		7			25			27			81
Other borrowings		1			2			3			4

Total interest expense		70,456			136,563			194,019			681,039


NET INTEREST INCOME		54,686			33,510			187,280			25,436

OTHER INCOME (LOSS)
Total other-than-temporary impairment losses on held-to-maturity securities		—			(28,157	)		(7,031	)		(79,942	)
Net non-credit portion of impairment losses recognized in other comprehensive income		(379	)		25,845			4,981			76,959

Credit component of other-than-temporary impairment losses on held-to-maturity securities		(379	)		(2,312	)		(2,050	)		(2,983	)

Service fees		779			856			2,136			2,338
Net gain on trading securities		303			286			187			464
Realized gain on sale of available-for-sale security		—			—			—			843
Net gains (losses) on derivatives and hedging activities		(2,644	)		14,080			(28,062	)		174,814
Gains on other liabilities carried at fair value under the fair value option		124			—			124			—
Gains on early extinguishment of debt		176			—			176			176
Other, net		1,467			1,476			4,406			4,717

Total other income (loss)		(174	)		14,386			(23,083	)		180,369


OTHER EXPENSE
Compensation and benefits		9,226			15,859			28,846			34,158
Other operating expenses		6,976			6,996			19,976			20,719
Finance Agency		622			561			1,950			1,724
Office of Finance		405			464			1,312			1,503

Total other expense		17,229			23,880			52,084			58,104


INCOME BEFORE ASSESSMENTS		37,283			24,016			112,113			147,701


Affordable Housing Program		3,044			1,963			9,154			12,065
REFCORP		6,848			4,410			20,592			27,127

Total assessments		9,892			6,373			29,746			39,192


NET INCOME	$	27,391		$	17,643		$	82,367		$	108,509

The accompanying notes are an integral part of these financial statements.

FEDERAL HOME LOAN BANK OF DALLAS

STATEMENTS OF CAPITAL

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009

(Unaudited, in thousands)


										Accumulated
	Capital Stock									Other
	Class B - Putable						Retained			Comprehensive			Total
	Shares			Par Value			Earnings			Income (Loss)			Capital
BALANCE, JANUARY 1, 2010		25,317		$	2,531,715		$	356,282		$	(65,965	)	$	2,822,032

Proceeds from sale of capital stock		3,257			325,700			—			—			325,700
Repurchase/redemption of capital stock		(10,283	)		(1,028,273	)		—			—			(1,028,273	)
Shares reclassified to mandatorily redeemable capital stock		(2	)		(231	)		—			—			(231	)
Comprehensive income
Net income		—			—			82,367			—			82,367
Other comprehensive income (loss) ^(a)		—			—			—			8,752			8,752


Total comprehensive income		—			—			—			—			91,119


Dividends on capital stock (at 0.375 percent annualized rate)
Cash		—			—			(136	)		—			(136	)
Mandatorily redeemable capital stock		—			—			(2	)		—			(2	)
Stock		66			6,621			(6,621	)		—			—


BALANCE, SEPTEMBER 30, 2010		18,355		$	1,835,532		$	431,890		$	(57,213	)	$	2,210,209


BALANCE, JANUARY 1, 2009		32,238		$	3,223,830		$	216,025		$	(1,435	)	$	3,438,420

Proceeds from sale of capital stock		4,300			430,042			—			—			430,042
Repurchase/redemption of capital stock		(9,467	)		(946,695	)		—			—			(946,695	)
Shares reclassified to mandatorily redeemable capital stock		(1,048	)		(104,808	)		—			—			(104,808	)
Comprehensive income
Net income		—			—			108,509			—			108,509
Other comprehensive income (loss) ^(a)		—			—			—			(70,584	)		(70,584	)


Total comprehensive income		—			—			—			—			37,925


Dividends on capital stock (at 0.29 percent annualized rate)
Cash		—			—			(136	)		—			(136	)
Mandatorily redeemable capital stock		—			—			(101	)		—			(101	)
Stock		65			6,479			(6,479	)		—			—


BALANCE, SEPTEMBER 30, 2009		26,088		$	2,608,848		$	317,818		$	(72,019	)	$	2,854,647


^(a)		For the three months ended September 30, 2010 and 2009, total comprehensive income (loss) of $32,385 and ($5,033), respectively, includes net income of $27,391 and $17,643, respectively, and other comprehensive income (loss) of $4,994 and ($22,676), respectively. For the components of other comprehensive income (loss) for the three and nine months ended September 30, 2010 and 2009, see Note 15.

The accompanying notes are an integral part of these financial statements.

FEDERAL HOME LOAN BANK OF DALLAS

STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)


	For the Nine Months Ended
	September 30,
	2010			2009
OPERATING ACTIVITIES
Net income	$	82,367		$	108,509
Adjustments to reconcile net income to net cash provided by (used in) operating activities
Depreciation and amortization
Net premiums and discounts on advances, consolidated obligations, investments and mortgage loans		(82,757	)		(137,137	)
Concessions on consolidated obligation bonds		7,093			6,274
Premises, equipment and computer software costs		4,548			3,900
Non-cash interest on mandatorily redeemable capital stock		20			133
Realized gain on sale of available-for-sale security		—			(843	)
Credit component of other-than-temporary impairment losses on held-to-maturity securities		2,050			2,983
Gains on early extinguishment of debt		(176	)		(176	)
Gains on other liabilities carried at fair value under the fair value option		(124	)		—
Net increase in trading securities		(941	)		(440	)
Loss due to change in net fair value adjustment on derivative and hedging activities		123,301			30,189
Decrease in accrued interest receivable		14,771			78,480
Decrease (increase) in other assets		(9,664	)		1,230
Decrease in Affordable Housing Program (AHP) liability		(2,932	)		(161	)
Decrease in accrued interest payable		(40,286	)		(305,504	)
Decrease in excess REFCORP contributions		—			16,881
Increase (decrease) in payable to REFCORP		(3,064	)		4,408
Increase in other liabilities		6,368			4,505

Total adjustments		18,207			(295,278	)

Net cash provided by (used in) operating activities		100,574			(186,769	)


INVESTING ACTIVITIES
Net decrease (increase) in interest-bearing deposits		(110,428	)		3,576,444
Net increase in federal funds sold		(3,997,000	)		(1,441,000	)
Increase in short-term trading securities held for investment		(999,910	)		—
Proceeds from maturities of long-term held-to-maturity securities		3,230,753			2,399,626
Purchases of long-term held-to-maturity securities		(1,078,810	)		(2,710,120	)
Proceeds from maturities of available-for-sale securities		—			42,506
Proceeds from sale of available-for-sale security		—			87,019
Principal collected on advances		202,765,577			361,977,247
Advances made		(182,589,155	)		(351,288,076	)
Principal collected on mortgage loans held for portfolio		37,047			54,229
Purchases of premises, equipment and computer software		(5,103	)		(9,335	)

Net cash provided by investing activities		17,252,971			12,868,540


FINANCING ACTIVITIES
Net decrease in deposits and pass-through reserves		(889,328	)		(523,744	)
Net proceeds from (payments on) derivative contracts with financing elements		(14,614	)		59,431
Net proceeds from issuance of consolidated obligations
Discount notes		100,424,313			226,942,709
Bonds		23,194,842			35,601,995
Debt issuance costs		(4,729	)		(6,816	)
Payments for maturing and retiring consolidated obligations
Discount notes		(105,876,304	)		(232,860,772	)
Bonds		(32,817,969	)		(39,932,328	)
Proceeds from issuance of capital stock		325,700			430,042
Proceeds from issuance of mandatorily redeemable capital stock		97			73
Payments for redemption of mandatorily redeemable capital stock		(2,619	)		(186,821	)
Payments for repurchase/redemption of capital stock		(1,028,273	)		(946,695	)
Cash dividends paid		(136	)		(136	)

Net cash used in financing activities		(16,689,020	)		(11,423,062	)

Net increase in cash and cash equivalents		664,525			1,258,709
Cash and cash equivalents at beginning of the period		3,908,242			20,765


Cash and cash equivalents at end of the period	$	4,572,767		$	1,279,474


Supplemental Disclosures:
Interest paid	$	194,555		$	992,575

AHP payments, net	$	12,086		$	12,226

REFCORP payments	$	23,656		$	5,838

Stock dividends issued	$	6,621		$	6,479

Dividends paid through issuance of mandatorily redeemable capital stock	$	2		$	101

Capital stock reclassified to mandatorily redeemable capital stock	$	231		$	104,808

The accompanying notes are an integral part of these financial statements.

FEDERAL HOME LOAN BANK OF DALLAS

NOTES TO INTERIM UNAUDITED FINANCIAL STATEMENTS

Note 1—Basis of Presentation

The accompanying interim financial statements of the Federal Home Loan Bank of Dallas (the “Bank”) are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions provided by Article 10, Rule 10-01 of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. The financial statements contain all adjustments which are, in the opinion of management, necessary for a fair statement of the Bank’s financial position, results of operations and cash flows for the interim periods presented. All such adjustments were of a normal recurring nature. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full fiscal year or any other interim period.

The Bank’s significant accounting policies and certain other disclosures are set forth in the notes to the audited financial statements for the year ended December 31, 2009. The interim financial statements presented herein should be read in conjunction with the Bank’s audited financial statements and notes thereto, which are included in the Bank’s Annual Report on Form 10-K for the year ended December 31, 2009 filed with the SEC on March 25, 2010 (the “2009 10-K”). The notes to the interim financial statements update and/or highlight significant changes to the notes included in the 2009 10-K.

The Bank is one of 12 district Federal Home Loan Banks, each individually a “FHLBank” and collectively the “FHLBanks,” and, together with the Office of Finance, a joint office of the FHLBanks, the “FHLBank System.” The Office of Finance manages the sale and servicing of the FHLBanks’ consolidated obligations. The Federal Housing Finance Agency (“Finance Agency”), an independent agency in the executive branch of the United States Government, supervises and regulates the FHLBanks and the Office of Finance.

Use of Estimates. The preparation of financial statements in conformity with GAAP requires management to make assumptions and estimates. These assumptions and estimates may affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of income and expenses. Significant assumptions include those that are used by the Bank in its periodic evaluation of its holdings of non-agency residential mortgage-backed securities for other-than-temporary impairment (“OTTI”). Significant estimates include the valuations of the Bank’s investment securities, as well as its derivative instruments and any associated hedged items. Actual results could differ from these estimates.

Note 2—Recently Issued Accounting Guidance

Accounting for Transfers of Financial Assets. On June 12, 2009, the Financial Accounting Standards Board (“FASB”) issued guidance that changes how entities account for transfers of financial assets by (1) eliminating the concept of a qualifying special-purpose entity, (2) defining the term “participating interest” to establish specific conditions for reporting a transfer of a portion of a financial asset as a sale, (3) clarifying the isolation analysis to ensure that an entity considers all of its continuing involvements with transferred financial assets to determine whether a transfer may be accounted for as a sale, (4) eliminating an exception that permitted an entity to derecognize certain transferred mortgage loans when that entity had not surrendered control over those loans, and (5) requiring enhanced disclosures about transfers of financial assets and a transferor’s continuing involvement with transfers of financial assets accounted for as sales. This guidance is effective as of the beginning of the first annual reporting period that begins after November 15, 2009 (January 1, 2010 for the Bank), for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter, with earlier application prohibited. The recognition and measurement provisions of the guidance must be applied to transfers that occur on or after the effective date. The Bank adopted this guidance on January 1, 2010. The adoption of this guidance has not had any impact on the Bank’s results of operations or financial condition.

Consolidation of Variable Interest Entities. On June 12, 2009, the FASB issued guidance that amends the consolidation guidance for variable interest entities (“VIEs”). This guidance eliminates the exemption for qualifying special purpose entities, establishes a more qualitative evaluation to determine the primary beneficiary based on power and the obligation to absorb losses or right to receive benefits, and requires ongoing reassessments to determine if an entity must consolidate a VIE. The guidance also requires enhanced disclosures about how an entity’s involvement with a VIE affects its financial statements and its exposure to risks. This guidance is effective as of the beginning of the first annual reporting period that begins after November 15, 2009 (January 1, 2010 for the Bank), for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter, with earlier application prohibited. The Bank’s investment in VIEs is limited to senior interests in mortgage-backed securities. The Bank evaluated its investments in VIEs during the nine months ended September 30, 2010 and determined that consolidation accounting is not required under the new accounting guidance because the Bank is not the primary beneficiary. The Bank does not have the power to significantly affect the economic performance of any of these investments because it does not act as a key decision-maker nor does it have the unilateral ability to replace a key decision-maker. Additionally, because the Bank holds the senior interest, rather than the residual interest, in these investments, the Bank does not have either the obligation to absorb losses of, or the right to receive benefits from, any of its investments in VIEs that could potentially be significant to the VIEs. Furthermore, the Bank does not design, sponsor, transfer, service, or provide credit or liquidity support in any of its investments in VIEs. Therefore, the Bank’s adoption of this guidance on January 1, 2010 has not had any impact on its results of operations or financial condition.

Fair Value Measurements and Disclosures—Improving Disclosures about Fair Value Measurements. On January 21, 2010, the FASB issued Accounting Standards Update (“ASU”) 2010-06 “Improving Disclosures About Fair Value Measurements” (“ASU 2010-06”), which amends the guidance for fair value measurements and disclosures. The guidance in ASU 2010-06 requires a reporting entity to disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and to describe the reasons for the transfers. Furthermore, ASU 2010-06 requires a reporting entity to present separately information about purchases, sales, issuances, and settlements in the reconciliation for fair value measurements using significant unobservable inputs; clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value for both recurring and nonrecurring fair value measurements that fall in either Level 2 or Level 3; and amends guidance on employers’ disclosures about postretirement benefit plan assets to require that disclosures be provided by classes of assets instead of by major categories of assets. The new guidance is effective for interim and annual reporting periods beginning after December 15, 2009 (January 1, 2010 for the Bank), except for the disclosures about purchases, sales, issuances, and settlements in the rollforward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010 (January 1, 2011 for the Bank), and for interim periods within those fiscal years. In the period of initial adoption, entities are not required to provide the amended disclosures for any previous periods presented for comparative purposes. The Bank adopted this guidance on January 1, 2010. The adoption of this guidance did not significantly impact the Bank’s financial statement footnote disclosures and it did not have any impact on the Bank’s results of operations or financial condition.

Scope Exception Related to Embedded Credit Derivatives. On March 5, 2010, the FASB issued amended guidance to clarify that the only type of embedded credit derivative feature related to the transfer of credit risk that is exempt from derivative bifurcation requirements is one that is in the form of subordination of one financial instrument to another. As a result, entities that have contracts containing an embedded credit derivative feature in a form other than such subordination will need to assess those embedded credit derivatives to determine if bifurcation and separate accounting as a derivative is required. This guidance is effective at the beginning of the first interim reporting period beginning after June 15, 2010 (July 1, 2010 for the Bank). Early adoption is permitted at the beginning of an entity’s first interim reporting period beginning after issuance of this guidance. The Bank adopted this guidance on July 1, 2010 and the adoption did not have any impact on the Bank’s results of operations or financial condition.

Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses. On July 21, 2010, the FASB issued ASU 2010-20 “Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses,” which amends the existing disclosure requirements to require a greater level of disaggregated information about the credit quality of financing receivables and the allowance for credit losses. The requirements are intended to enhance transparency regarding the nature of an entity’s credit risk associated with its

financing receivables and an entity’s assessment of that risk in estimating its allowance for credit losses as well as changes in the allowance and the reasons for those changes. The disclosures that relate to information as of the end of a reporting period are effective for interim and annual reporting periods ending on or after December 15, 2010 (December 31, 2010 for the Bank). The disclosures about activity that occurs during a reporting period are effective for interim and annual reporting periods beginning on or after December 15, 2010 (January 1, 2011 for the Bank). The adoption of this ASU will not have any impact on the Bank’s results of operations or financial condition. The Bank has not yet fully assessed the impact that this guidance will have on its financial statement footnote disclosures.

Note 3—Trading Securities

Trading securities as of September 30, 2010 and December 31, 2009 were as follows (in thousands):


	September 30, 2010		December 31, 2009
U.S. Treasury Bills	$	3,999,853	$	—
Other		4,975		4,034

Total	$	4,004,828	$	4,034

In the above table, U.S. Treasury Bills includes four securities that were traded on September 30, 2010 but that did not settle until October 1, 2010. The net settlement amount due as of September 30, 2010 totaling $2,999,919,000 is recorded in other liabilities on the statement of condition.

Other trading securities consist solely of mutual fund investments associated with the Bank’s non-qualified deferred compensation plans.

Note 4—Held-to-Maturity Securities

Major Security Types. Held-to-maturity securities as of September 30, 2010 were as follows (in thousands):


			OTTI Recorded in				Gross		Gross
			Accumulated Other				Unrecognized		Unrecognized		Estimated
	Amortized		Comprehensive		Carrying		Holding		Holding		Fair
	Cost		Income (Loss)		Value		Gains		Losses		Value
Debentures
U.S. government guaranteed obligations	$	53,146	$	—	$	53,146	$	392	$	75	$	53,463

Mortgage-backed securities
U.S. government guaranteed obligations		21,049		—		21,049		80		—		21,129
Government-sponsored enterprises		8,862,883		—		8,862,883		133,236		4,341		8,991,778
Non-agency residential mortgage-backed securities		425,466		57,788		367,678		—		37,189		330,489
Non-agency commercial mortgage-backed security		15,255		—		15,255		42		—		15,297

		9,324,653		57,788		9,266,865		133,358		41,530		9,358,693


Total	$	9,377,799	$	57,788	$	9,320,011	$	133,750	$	41,605	$	9,412,156

Held-to-maturity securities as of December 31, 2009 were as follows (in thousands):


			OTTI Recorded in				Gross		Gross
			Accumulated Other				Unrecognized		Unrecognized		Estimated
	Amortized		Comprehensive		Carrying		Holding		Holding		Fair
	Cost		Income (Loss)		Value		Gains		Losses		Value
Debentures
U.S. government guaranteed obligations	$	58,812	$	—	$	58,812	$	425	$	174	$	59,063
State housing agency obligation		2,945		—		2,945		—		230		2,715

		61,757		—		61,757		425		404		61,778

Mortgage-backed securities
U.S. government guaranteed obligations		24,075		—		24,075		8		73		24,010
Government-sponsored enterprises		10,837,865		—		10,837,865		78,135		53,295		10,862,705
Non-agency residential mortgage-backed securities		511,382		66,584		444,798		—		68,682		376,116
Non-agency commercial mortgage-backed securities		56,057		—		56,057		1,120		—		57,177

		11,429,379		66,584		11,362,795		79,263		122,050		11,320,008


Total	$	11,491,136	$	66,584	$	11,424,552	$	79,688	$	122,454	$	11,381,786

The following table summarizes (in thousands, except number of positions) the held-to-maturity securities with unrealized losses as of September 30, 2010. The unrealized losses include other-than-temporary impairments recognized in accumulated other comprehensive income (loss) and gross unrecognized holding losses and are aggregated by major security type and length of time that individual securities have been in a continuous loss position.


	Less than 12 Months						12 Months or More						Total
			Estimated		Gross				Estimated		Gross				Estimated		Gross
	Number of		Fair		Unrealized		Number of		Fair		Unrealized		Number of		Fair		Unrealized
	Positions		Value		Losses		Positions		Value		Losses		Positions		Value		Losses
Debentures
U.S. government guaranteed obligations		1	$	10,388	$	34		1	$	11,428	$	41		2	$	21,816	$	75

Mortgage-backed securities
Government-sponsored enterprises		16		207,976		125		71		1,512,387		4,216		87		1,720,363		4,341
Non-agency residential mortgage-backed securities		—		—		—		39		330,489		94,977		39		330,489		94,977

		16		207,976		125		110		1,842,876		99,193		126		2,050,852		99,318


Total		17	$	218,364	$	159		111	$	1,854,304	$	99,234		128	$	2,072,668	$	99,393

The following table summarizes (in thousands, except number of positions) the held-to-maturity securities with unrealized losses as of December 31, 2009.


	Less than 12 Months						12 Months or More						Total
			Estimated		Gross				Estimated		Gross				Estimated		Gross
	Number of		Fair		Unrealized		Number of		Fair		Unrealized		Number of		Fair		Unrealized
	Positions		Value		Losses		Positions		Value		Losses		Positions		Value		Losses
Debentures
U.S. government guaranteed obligations		—	$	—	$	—		2	$	23,079	$	174		2	$	23,079	$	174
State housing agency obligation		—		—		—		1		2,715		230		1		2,715		230

		—		—		—		3		25,794		404		3		25,794		404

Mortgage-backed securities
U.S. government guaranteed obligations		7		15,854		63		2		3,956		10		9		19,810		73
Government-sponsored enterprises		57		2,673,949		15,359		157		4,176,445		37,936		214		6,850,394		53,295
Non-agency residential mortgage-backed securities		—		—		—		40		376,116		135,266		40		376,116		135,266

		64		2,689,803		15,422		199		4,556,517		173,212		263		7,246,320		188,634


Total		64	$	2,689,803	$	15,422		202	$	4,582,311	$	173,616		266	$	7,272,114	$	189,038

At September 30, 2010, the gross unrealized losses on the Bank’s held-to-maturity securities were $99,393,000, of which $94,977,000 was attributable to its holdings of non-agency (i.e., private-label) residential mortgage-backed securities and $4,416,000 was attributable to other securities. All of the Bank’s held-to-maturity securities are rated by one or more of the following nationally recognized statistical ratings organizations (“NRSROs”): (1) Moody’s Investors Service (“Moody’s”), (2) Standard and Poor’s (“S&P”) and/or (3) Fitch Ratings, Ltd. (“Fitch”). With the exception of 20 non-agency residential mortgage-backed securities with an aggregate carrying value of

$215,059,000, none of these organizations had rated any of the securities held by the Bank lower than the highest investment grade credit rating at September 30, 2010. Based upon the Bank’s assessment of the strength of the government guarantees of the debentures held by the Bank, the credit ratings assigned by the NRSROs and the strength of the government-sponsored enterprises’ guarantees of the Bank’s holdings of agency mortgage-backed securities (“MBS”), the Bank expects that its holdings of U.S. government guaranteed debentures and government-sponsored enterprise MBS that were in an unrealized loss position at September 30, 2010 would not be settled at an amount less than the Bank’s amortized cost bases in these investments. Because the current market value deficits associated with these securities are not attributable to credit quality, and because the Bank does not intend to sell the investments and it is not more likely than not that the Bank will be required to sell the investments before recovery of their amortized cost bases, the Bank does not consider any of these investments to be other-than-temporarily impaired at September 30, 2010.

As of September 30, 2010, the gross unrealized losses on the Bank’s holdings of non-agency residential MBS (“RMBS”) totaled $94,977,000, which represented 22 percent of the securities’ amortized cost at that date. The deterioration in the U.S. housing markets that began in 2007, as reflected by declines in the values of residential real estate and higher levels of delinquencies, defaults and losses on residential mortgages, including the mortgages underlying the Bank’s non-agency RMBS, has generally elevated the risk that the Bank may not ultimately recover the entire cost bases of some of its non-agency RMBS. Although this risk remains somewhat elevated, based on its analysis of the securities in this portfolio, the Bank believes that the unrealized losses as of September 30, 2010 were principally the result of liquidity risk related discounts in the non-agency RMBS market and do not accurately reflect the actual historical or currently likely future credit performance of the securities.

Because the ultimate receipt of contractual payments on the Bank’s non-agency RMBS will depend upon the credit and prepayment performance of the underlying loans and the credit enhancements for the senior securities owned by the Bank, the Bank closely monitors these investments in an effort to determine whether the credit enhancement associated with each security is sufficient to protect against potential losses of principal and interest on the underlying mortgage loans. The credit enhancement for each of the Bank’s non-agency RMBS is provided by a senior/subordinate structure, and none of the securities owned by the Bank are insured by third-party bond insurers. More specifically, each of the Bank’s non-agency RMBS represents a single security class within a securitization that has multiple classes of securities. Each security class has a distinct claim on the cash flows from the underlying mortgage loans, with the subordinate securities having a junior claim relative to the more senior securities. The Bank’s non-agency RMBS have a senior claim on the cash flows from the underlying mortgage loans.

To assess whether the entire amortized cost bases of its non-agency RMBS will be recovered, the Bank performed a cash flow analysis for each security as of September 30, 2010 using two third-party models. The first model considers borrower characteristics and the particular attributes of the loans underlying the Bank’s securities, in conjunction with assumptions about future changes in home prices and interest rates, to project prepayments, defaults and loss severities. A significant input to the first model is the forecast of future housing price changes for the relevant states and core based statistical areas (“CBSAs”), which are based upon an assessment of the individual housing markets. (The term “CBSA” refers collectively to metropolitan and micropolitan statistical areas as defined by the United States Office of Management and Budget; as currently defined, a CBSA must contain at least one urban area of 10,000 or more people.) The Bank’s housing price forecast as of September 30, 2010 assumed current-to-trough home price declines ranging from 0 percent to 10 percent over the 3- to 9-month period beginning July 1, 2010. Thereafter, home prices are projected to increase 0 percent in the first year, 1 percent in the second year, 3 percent in the third year, 4 percent in the fourth year, 5 percent in the fifth year, 6 percent in the sixth year and 4 percent in each subsequent year. The month-by-month projections of future loan performance derived from the first model, which reflect projected prepayments, defaults and loss severities, are then input into a second model that allocates the projected loan level cash flows and losses to the various security classes in the securitization structure in accordance with its prescribed cash flow and loss allocation rules. In a securitization in which the credit enhancement for the senior securities is derived from the presence of subordinate securities, losses are generally allocated first to the subordinate securities until their principal balance is reduced to zero.

Based on the results of its cash flow analyses, the Bank determined it is likely that it will not fully recover the amortized cost bases of two of its non-agency RMBS and, accordingly, these securities were deemed to be other-than-temporarily impaired as of September 30, 2010. Both of these securities had previously been identified as other-than-temporarily impaired in prior periods. The difference between the present value of the cash flows

expected to be collected from these two securities and their amortized cost bases (i.e., the credit losses) totaled $379,000 as of September 30, 2010. Because the Bank does not intend to sell the investments and it is not more likely than not that the Bank will be required to sell the investments before recovery of their remaining amortized cost bases (that is, their previous amortized cost bases less the current-period credit losses), only the amounts related to the credit losses were recognized in earnings. The credit losses associated with these two securities were reclassified from accumulated other comprehensive income (loss) to earnings during the three months ended September 30, 2010 as the estimated fair values of these securities were greater than their carrying values at that date.

In addition to the two securities that were determined to be other-than-temporarily impaired at September 30, 2010, seven other securities were deemed to be other-than-temporarily impaired during 2009 or the first quarter of 2010. The following tables set forth additional information for each of the securities that were other-than-temporarily impaired as of September 30, 2010, including those securities that were deemed to be other-than-temporarily impaired in a prior period but which were not further impaired as of September 30, 2010 (in thousands). The credit ratings presented in the first table represent the lowest rating assigned to the security by Moody’s, S&P or Fitch as of September 30, 2010.


			Three Months Ended							Nine Months Ended
			September 30, 2010							September 30, 2010
	Period of		Credit		Non-Credit					Credit		Non-Credit
	Initial	Credit	Component		Component			Total		Component		Component			Total
	Impairment	Rating	of OTTI		of OTTI			OTTI		of OTTI		of OTTI			OTTI
Security #1	Q1 2009	Single-B	$	—	$	—		$	—	$	428	$	(428	)	$	—
Security #2	Q1 2009	Double-B		—		—			—		—		—			—
Security #3	Q2 2009	Double-C		208		(208	)		—		1,335		(1,335	)		—
Security #4	Q2 2009	Triple-B		—		—			—		—		—			—
Security #5	Q3 2009	Single-B		—		—			—		39		(39	)		—
Security #6	Q3 2009	Single-B		171		(171	)		—		171		(171	)		—
Security #7	Q3 2009	Triple-B		—		—			—		60		52			112
Security #8	Q1 2010	Triple-B		—		—			—		10		4,980			4,990
Security #9	Q1 2010	Double-B		—		—			—		7		1,922			1,929

Totals			$	379	$	(379	)	$	—	$	2,050	$	4,981		$	7,031


					Cumulative from Period of Initial
	September 30, 2010				Impairment Through September 30, 2010				September 30, 2010
	Unpaid				Non-Credit		Accretion of				Estimated
	Principal		Amortized		Component of		Non-Credit		Carrying		Fair
	Balance		Cost		OTTI		Component		Value		Value
Security #1	$	16,720	$	14,911	$	11,342	$	3,986	$	7,555	$	10,069
Security #2		18,705		18,689		13,060		4,044		9,673		11,740
Security #3		41,785		38,457		16,045		5,182		27,594		33,006
Security #4		12,918		12,841		8,508		2,474		6,807		7,556
Security #5		21,463		21,137		11,415		2,944		12,666		12,612
Security #6		18,242		17,791		10,054		2,649		10,386		10,701
Security #7		6,960		6,887		3,575		811		4,123		4,283
Security #8		10,530		10,520		4,980		739		6,279		6,445
Security #9		4,649		4,642		1,922		284		3,004		3,054

Totals	$	151,972	$	145,875	$	80,901	$	23,113	$	88,087	$	99,466

For those securities for which an other-than-temporary impairment was determined to have occurred as of September 30, 2010, the following table presents a summary of the significant inputs used to measure the amount of the credit loss recognized in earnings during the three months ended September 30, 2010 (dollars in thousands):

Significant Inputs⁽²⁾

Current Credit

Unpaid Principal

Projected

Enhancement

Year of

Collateral

Balance as of

Prepayment

Default

Loss

as of

Securitization

Type⁽¹⁾

September 30, 2010

Rate

Severity

September 30, 2010⁽³⁾

Security #3

2006

Alt-A/Fixed Rate

41,785

14.3%

34.9%

46.6%

8.0%

Security #6

2005

Alt-A/Option ARM

18,242

9.7%

56.2%

37.5%

26.8%

Total

60,027


⁽¹⁾		The securities presented in the table above were not labeled as Alt-A at the time of issuance; however, based upon their current collateral or performance characteristics, these securities were analyzed using Alt-A assumptions.

⁽²⁾		Prepayment rates reflect the weighted average of projected future voluntary prepayments. Default rates reflect the total balance of loans projected to default as a percentage of the current unpaid principal balance of the underlying loan pool. Loss severities reflect the total projected loan losses as a percentage of the total balance of loans that are projected to default.

⁽³⁾		Current credit enhancement percentages reflect the ability of subordinated classes of securities to absorb principal losses and interest shortfalls before the senior class held by the Bank is impacted (i.e., the losses, expressed as a percentage of the outstanding principal balances, that could be incurred in the underlying loan pool before the security held by the Bank would be impacted, assuming that all of those losses occurred on the measurement date). Depending upon the timing and amount of losses in the underlying loan pool, it is possible that the senior classes held by the Bank could bear losses in scenarios where the cumulative loan losses do not exceed the current credit enhancement percentage.

The following table presents a rollforward for the three and nine months ended September 30, 2010 and 2009 of the amount related to credit losses on the Bank’s non-agency RMBS holdings for which a portion of an other-than-temporary impairment was recognized in other comprehensive income (in thousands).


	Three Months				Nine Months
	Ended September 30,				Ended September 30,
	2010		2009		2010		2009
Balance of credit losses, beginning of period	$	5,693	$	671	$	4,022	$	—
Credit losses on securities for which an other-than-temporary impairment was not previously recognized		—		515		17		2,983
Credit losses on securities for which an other-than-temporary impairment was previously recognized		379		1,797		2,033		—


Balance of credit losses, end of period	$	6,072	$	2,983	$	6,072	$	2,983

Because the Bank currently expects to recover the entire amortized cost basis of each of its other non-agency RMBS holdings, and because the Bank does not intend to sell the investments and it is not more likely than not that the Bank will be required to sell the investments before recovery of their amortized cost bases, the Bank does not consider any of its other non-agency RMBS to be other-than-temporarily impaired at September 30, 2010.

Redemption Terms. The amortized cost, carrying value and estimated fair value of held-to-maturity securities by contractual maturity at September 30, 2010 and December 31, 2009 are presented below (in thousands). The expected maturities of some debentures could differ from the contractual maturities presented because issuers may have the right to call such debentures prior to their final stated maturities.


	September 30, 2010						December 31, 2009
					Estimated						Estimated
	Amortized		Carrying		Fair		Amortized		Carrying		Fair
Maturity	Cost		Value		Value		Cost		Value		Value
Debentures
Due in one year or less	$	—	$	—	$	—	$	249	$	249	$	250
Due after one year through five years		3,073		3,073		3,116		3,607		3,607		3,689
Due after five years through ten years		28,183		28,183		28,532		31,703		31,703		32,046
Due after ten years		21,890		21,890		21,815		26,198		26,198		25,793

		53,146		53,146		53,463		61,757		61,757		61,778
Mortgage-backed securities		9,324,653		9,266,865		9,358,693		11,429,379		11,362,795		11,320,008

Total	$	9,377,799	$	9,320,011	$	9,412,156	$	11,491,136	$	11,424,552	$	11,381,786

The amortized cost of the Bank’s mortgage-backed securities classified as held-to-maturity includes net purchase discounts of $113,960,000 and $150,047,000 at September 30, 2010 and December 31, 2009, respectively.

Interest Rate Payment Terms. The following table provides interest rate payment terms for investment securities classified as held-to-maturity at September 30, 2010 and December 31, 2009 (in thousands):


	September 30, 2010		December 31, 2009
Amortized cost of variable-rate held-to-maturity securities other than mortgage-backed securities	$	53,146	$	61,757

Amortized cost of held-to-maturity mortgage-backed securities
Fixed-rate pass-through securities		841		937
Collateralized mortgage obligations
Fixed-rate		16,943		58,033
Variable-rate		9,306,869		11,370,409

		9,324,653		11,429,379


Total	$	9,377,799	$	11,491,136

All of the Bank’s variable-rate collateralized mortgage obligations classified as held-to-maturity securities have coupon rates that are subject to interest rate caps, none of which were reached during 2009 or the nine months ended September 30, 2010.

Note 5—Advances

Redemption Terms. At September 30, 2010 and December 31, 2009, the Bank had advances outstanding at interest rates ranging from 0.04 percent to 8.61 percent and 0.03 percent to 8.61 percent, respectively, as summarized below (in thousands).


	September 30, 2010						December 31, 2009
				Weighted						Weighted
				Average						Average
				Interest						Interest
Contractual Maturity	Amount			Rate			Amount			Rate
Overdrawn demand deposit accounts	$	1,222			4.10	%	$	181			4.05	%

Due in one year or less		13,772,422			0.75			14,909,262			0.98
Due after one year through two years		1,538,931			3.14			7,059,173			1.27
Due after two years through three years		2,918,449			2.23			8,163,416			0.80
Due after three years through four years		1,570,340			1.28			8,637,127			0.86
Due after four years through five years		678,758			3.07			1,262,879			0.99
Due after five years		3,337,408			3.81			3,593,166			3.84
Amortizing advances		2,927,529			4.46			3,282,368			4.53

Total par value		26,745,059			1.92	%		46,907,572			1.44	%

Deferred prepayment fees		(14,102	)					(1,935	)
Commitment fees		(106	)					(110	)
Hedging adjustments		610,636						357,047


Total	$	27,341,487					$	47,262,574

Amortizing advances require repayment according to predetermined amortization schedules.

The Bank offers advances to members that may be prepaid on specified dates without the member incurring prepayment or termination fees (prepayable and callable advances). The prepayment of other advances requires the payment of a fee to the Bank (prepayment fee) if necessary to make the Bank financially indifferent to the prepayment of the advance. At September 30, 2010 and December 31, 2009, the Bank had aggregate prepayable and callable advances totaling $196,803,000 and $210,151,000, respectively.

The following table summarizes advances at September 30, 2010 and December 31, 2009, by the earliest of contractual maturity, next call date, or the first date on which prepayable advances can be repaid without a prepayment fee (in thousands):


Contractual Maturity or Next Call Date	September 30, 2010		December 31, 2009
Overdrawn demand deposit accounts	$	1,222	$	181

Due in one year or less		13,870,774		14,975,701
Due after one year through two years		1,538,410		7,082,672
Due after two years through three years		2,942,690		8,187,107
Due after three years through four years		1,588,756		8,664,137
Due after four years through five years		691,486		1,277,606
Due after five years		3,184,192		3,437,800
Amortizing advances		2,927,529		3,282,368

Total par value	$	26,745,059	$	46,907,572

The Bank also offers putable advances. With a putable advance, the Bank purchases a put option from the member that allows the Bank to terminate the fixed rate advance on specified dates and offer, subject to certain conditions, replacement funding at prevailing market rates. At September 30, 2010 and December 31, 2009, the Bank had putable advances outstanding totaling $3,588,921,000 and $4,037,221,000, respectively.

The following table summarizes advances at September 30, 2010 and December 31, 2009, by the earlier of contractual maturity or next possible put date (in thousands):


Contractual Maturity or Next Put Date	September 30, 2010		December 31, 2009
Overdrawn demand deposit accounts	$	1,222	$	181

Due in one year or less		16,653,743		17,653,132
Due after one year through two years		1,611,681		7,288,623
Due after two years through three years		2,472,848		8,149,166
Due after three years through four years		1,534,940		8,166,527
Due after four years through five years		555,758		1,252,479
Due after five years		987,338		1,115,096
Amortizing advances		2,927,529		3,282,368

Total par value	$	26,745,059	$	46,907,572

Interest Rate Payment Terms. The following table provides interest rate payment terms for advances at September 30, 2010 and December 31, 2009 (in thousands, based upon par amount):


	September 30, 2010		December 31, 2009
Fixed-rate	$	18,931,795	$	22,316,659
Variable-rate		7,813,264		24,590,913

Total par value	$	26,745,059	$	46,907,572

Prepayment Fees. When a member/borrower prepays an advance, the Bank could suffer lower future income if the principal portion of the prepaid advance is reinvested in lower-yielding assets that continue to be funded by higher-cost debt. To protect against this risk, the Bank generally charges a prepayment fee that makes it financially indifferent to a borrower’s decision to prepay an advance. The Bank records prepayment fees received from members/borrowers on prepaid advances net of any associated hedging adjustments on those advances. These fees are reflected as interest income in the statements of income either immediately (as prepayment fees on advances) or over time (as interest income on advances) as further described below. In cases in which the Bank funds a new advance concurrent with or within a short period of time before or after the prepayment of an existing advance and the advance meets the accounting criteria to qualify as a modification of the prepaid advance, the net prepayment fee on the prepaid advance is deferred, recorded in the basis of the modified advance, and amortized into interest income over the life of the modified advance using the level-yield method. Gross advance prepayment fees received from members/borrowers were $16,755,000 and $15,377,000 during the three months ended September 30, 2010 and 2009, respectively, and were $30,711,000 and $25,720,000 during the nine months ended September 30, 2010 and 2009, respectively. The Bank deferred $7,443,000 and $13,631,000 of the gross advance prepayment fees during the three and nine months ended September 30, 2010, respectively. None of the advance prepayment fees were deferred during the nine months ended September 30, 2009.

Note 6—Consolidated Obligations

Consolidated obligations are the joint and several obligations of the FHLBanks and consist of consolidated obligation bonds and discount notes. Consolidated obligations are backed only by the financial resources of the 12 FHLBanks. Consolidated obligations are not obligations of, nor are they guaranteed by, the United States Government. The FHLBanks issue consolidated obligations through the Office of Finance as their agent. In connection with each debt issuance, one or more of the FHLBanks specifies the amount of debt it wants issued on its behalf; the Bank receives the proceeds only of the debt issued on its behalf and is the primary obligor only for the portion of bonds and discount notes for which it has received the proceeds. The Bank records on its balance sheet only that portion of the consolidated obligations for which it is the primary obligor. Consolidated obligation bonds are issued primarily to raise intermediate- and long-term funds for the FHLBanks and are not subject to any statutory or regulatory limits on maturity. Consolidated obligation discount notes are issued to raise short-term funds and have maturities of one year or less. These notes are issued at a price that is less than their face amount and are redeemed at par value when they mature. For additional information regarding the FHLBanks’ joint and several liability on consolidated obligations, see Note 12.

The par amounts of the 12 FHLBanks’ outstanding consolidated obligations, including consolidated obligations held as investments by other FHLBanks, were approximately $806 billion and $931 billion at September 30, 2010 and December 31, 2009, respectively. The Bank was the primary obligor on $44.8 billion and $59.9 billion (at par value), respectively, of these consolidated obligations.

Interest Rate Payment Terms. The following table summarizes the Bank’s consolidated obligation bonds outstanding by interest rate payment terms at September 30, 2010 and December 31, 2009 (in thousands, at par value).


	September 30, 2010		December 31, 2009
Simple variable-rate	$	21,688,000	$	20,560,000
Fixed-rate		17,534,275		26,648,455
Step-up		2,234,000		3,473,000
Step-down		75,000		125,000
Variable that converts to fixed		10,000		365,000

Total par value	$	41,541,275	$	51,171,455

Redemption Terms. The following is a summary of the Bank’s consolidated obligation bonds outstanding at September 30, 2010 and December 31, 2009, by contractual maturity (in thousands):


	September 30, 2010						December 31, 2009
				Weighted						Weighted
				Average						Average
				Interest						Interest
Contractual Maturity	Amount			Rate			Amount			Rate
Due in one year or less	$	26,202,420			0.76	%	$	30,951,315			1.18	%
Due after one year through two years		7,747,090			1.60			9,163,685			1.52
Due after two years through three years		3,201,500			2.77			5,569,440			2.40
Due after three years through four years		1,290,690			3.13			1,085,000			3.39
Due after four years through five years		743,255			3.55			1,191,440			3.39
Thereafter		2,356,320			3.65			3,210,575			4.04

Total par value		41,541,275			1.36	%		51,171,455			1.65	%

Premiums		61,147						85,618
Discounts		(11,373	)					(15,451	)
Hedging adjustments		328,735						274,234

Total	$	41,919,784					$	51,515,856

At September 30, 2010 and December 31, 2009, the Bank’s consolidated obligation bonds outstanding included the following (in thousands, at par value):


	September 30, 2010		December 31, 2009
Non-callable bonds	$	37,497,560	$	44,056,715
Callable bonds		4,043,715		7,114,740

Total par value	$	41,541,275	$	51,171,455

The following table summarizes the Bank’s consolidated obligation bonds outstanding at September 30, 2010 and December 31, 2009, by the earlier of contractual maturity or next possible call date (in thousands, at par value):


Contractual Maturity or Next Call Date	September 30, 2010		December 31, 2009
Due in one year or less	$	28,929,420	$	35,970,315
Due after one year through two years		7,961,410		8,743,005
Due after two years through three years		3,281,500		4,358,440
Due after three years through four years		375,690		890,000
Due after four years through five years		311,255		216,440
Thereafter		682,000		993,255

Total par value	$	41,541,275	$	51,171,455

Discount Notes. At September 30, 2010 and December 31, 2009, the Bank’s consolidated obligation discount notes, all of which are due within one year, were as follows (in thousands):


					Weighted
					Average Implied
	Book Value		Par Value		Interest Rate

September 30, 2010	$	3,301,048	$	3,302,788		0.27	%


December 31, 2009	$	8,762,028	$	8,764,942		0.27	%

Note 7—Affordable Housing Program (“AHP”)

The following table summarizes the changes in the Bank’s AHP liability during the nine months ended September 30, 2010 and 2009 (in thousands):


	Nine Months Ended September 30,
	2010			2009
Balance, beginning of period	$	43,714		$	43,067
AHP assessment		9,154			12,065
Grants funded, net of recaptured amounts		(12,086	)		(12,226	)

Balance, end of period	$	40,782		$	42,906

Note 8—Derivatives and Hedging Activities

Hedging Activities. As a financial intermediary, the Bank is exposed to interest rate risk. This risk arises from a variety of financial instruments that the Bank enters into on a regular basis in the normal course of its business. The Bank enters into interest rate swap, swaption, cap and forward rate agreements (collectively, interest rate exchange agreements) to manage its exposure to changes in interest rates. The Bank may use these instruments to adjust the effective maturity, repricing frequency, or option characteristics of financial instruments to achieve risk management objectives. The Bank has not entered into any credit default swaps or foreign exchange-related derivatives.

The Bank uses interest rate exchange agreements in two ways: either by designating the agreement as a fair value hedge of a specific financial instrument or firm commitment or by designating the agreement as a hedge of some defined risk in the course of its balance sheet management (referred to as an “economic hedge”). For example, the Bank uses interest rate exchange agreements in its overall interest rate risk management activities to adjust the interest rate sensitivity of consolidated obligations to approximate more closely the interest rate sensitivity of its assets (both advances and investments), and/or to adjust the interest rate sensitivity of advances or investments to approximate more closely the interest rate sensitivity of its liabilities. In addition to using interest rate exchange agreements to manage mismatches between the coupon features of its assets and liabilities, the Bank also uses interest rate exchange agreements to manage embedded options in assets and liabilities, to preserve the market value of existing assets and liabilities, to hedge the duration risk of prepayable instruments, to offset interest rate exchange agreements entered into with members (the Bank serves as an intermediary in these transactions), and to reduce funding costs.

The Bank, consistent with Finance Agency regulations, enters into interest rate exchange agreements only to reduce potential market risk exposures inherent in otherwise unhedged assets and liabilities or to act as an intermediary between its members and the Bank’s derivative counterparties. The Bank is not a derivatives dealer and it does not trade derivatives for short-term profit.

At inception, the Bank formally documents the relationships between derivatives designated as hedging instruments and their hedged items, its risk management objectives and strategies for undertaking the hedge transactions, and its method for assessing the effectiveness of the hedging relationships. This process includes linking all derivatives that are designated as fair value hedges to: (1) specific assets and liabilities on the statement of condition or (2) firm commitments. The Bank also formally assesses (both at the inception of the hedging relationship and on a monthly basis thereafter) whether the derivatives that are used in hedging transactions have been effective in offsetting changes in the fair value of hedged items and whether those derivatives may be expected to remain effective in future periods. The Bank uses regression analyses to assess the effectiveness of its hedges.

Investments – The Bank has invested in agency and non-agency mortgage-backed securities. The interest rate and prepayment risk associated with these investment securities is managed through consolidated obligations and/or derivatives. The Bank may manage prepayment and duration risk presented by some investment securities with either callable or non-callable consolidated obligations or interest rate exchange agreements, including caps and interest rate swaps.

A substantial portion of the Bank’s held-to-maturity securities are variable-rate mortgage-backed securities that include caps that would limit the variable-rate coupons if short-term interest rates rise dramatically. To hedge a portion of the potential cap risk embedded in these securities, the Bank enters into interest rate cap agreements. These derivatives are treated as economic hedges.

Advances – The Bank issues both fixed-rate and variable-rate advances. When appropriate, the Bank uses interest rate exchange agreements to adjust the interest rate sensitivity of its fixed-rate advances to more closely approximate the interest rate sensitivity of its liabilities. With issuances of putable advances, the Bank purchases from the member a put option that enables the Bank to terminate a fixed-rate advance on specified future dates. This embedded option is clearly and closely related to the host advance contract. The Bank typically hedges a putable advance by entering into a cancelable interest rate exchange agreement where the Bank pays a fixed coupon and receives a variable coupon, and sells an option to cancel the swap to the swap counterparty. This type of hedge is treated as a fair value hedge. The swap counterparty can cancel the interest rate exchange agreement on the call date and the Bank can cancel the putable advance and offer, subject to certain conditions, replacement funding at prevailing market rates.

A small portion of the Bank’s variable-rate advances are subject to interest rate caps that would limit the variable-rate coupons if short-term interest rates rise above a predetermined level. To hedge the cap risk embedded in these advances, the Bank generally enters into interest rate cap agreements. This type of hedge is treated as a fair value hedge.

The Bank may hedge a firm commitment for a forward-starting advance through the use of an interest rate swap. In this case, the swap will function as the hedging instrument for both the firm commitment and the subsequent advance. The carrying value of the firm commitment will be included in the basis of the advance at the time the commitment is terminated and the advance is issued. The basis adjustment will then be amortized into interest income over the life of the advance.

The Bank occasionally enters into optional advance commitments with its members. In an optional advance commitment, the Bank sells an option to the member that provides the member with the right to enter into an advance at a specified fixed rate and term on a specified future date, provided the member has satisfied all of the customary requirements for such advance. Optional advance commitments involving Community Investment Program (“CIP”) and Economic Development Program (“EDP”) advances with a commitment period of six months or less are currently provided at no cost to members. The Bank may hedge an optional advance commitment through the use of an interest rate swaption. In this case, the swaption will function as the hedging instrument for both the commitment and, if the option is exercised by the member, the subsequent advance. These swaptions are treated as economic hedges.

Consolidated Obligations - While consolidated obligations are the joint and several obligations of the FHLBanks, each FHLBank is the primary obligor for the consolidated obligations it has issued or assumed from another FHLBank. The Bank generally enters into derivative contracts to hedge the interest rate risk associated with its specific debt issuances.

To manage the interest rate risk of certain of its consolidated obligations, the Bank will match the cash outflow on a consolidated obligation with the cash inflow of an interest rate exchange agreement. With issuances of fixed-rate consolidated obligation bonds, the Bank typically enters into a matching interest rate exchange agreement in which the counterparty pays fixed cash flows to the Bank that are designed to mirror in timing and amount the cash outflows the Bank pays on the consolidated obligation. In this transaction, the Bank pays a variable cash flow that closely matches the interest payments it receives on short-term or variable-rate assets, typically one-month or three-month LIBOR. Such transactions are treated as fair value hedges. On occasion, the Bank may enter into fixed-for-floating interest rate exchange agreements to hedge the interest rate risk associated with certain of its consolidated obligation discount notes. The derivatives associated with the Bank’s discount note hedging are treated as economic hedges. The Bank may also use interest rate exchange agreements to convert variable-rate consolidated obligation bonds from one index rate (e.g., the daily federal funds rate) to another index rate (e.g., one- or three-month LIBOR); these transactions are treated as economic hedges.

The Bank has not issued consolidated obligations denominated in currencies other than U.S. dollars.

Balance Sheet Management — From time to time, the Bank may enter into interest rate basis swaps to reduce its exposure to changing spreads between one-month and three-month LIBOR. In addition, to reduce its exposure to reset risk, the Bank may occasionally enter into forward rate agreements. These derivatives are treated as economic hedges.

Intermediation — The Bank offers interest rate swaps, caps and floors to its members to assist them in meeting their hedging needs. In these transactions, the Bank acts as an intermediary for its members by entering into an interest rate exchange agreement with a member and then entering into an offsetting interest rate exchange agreement with one of the Bank’s approved derivative counterparties. All interest rate exchange agreements related to the Bank’s intermediary activities with its members are accounted for as economic hedges.

Accounting for Derivatives and Hedging Activities. The Bank accounts for derivatives and hedging activities in accordance with the guidance in Topic 815 of the FASB’s Accounting Standards Codification (“ASC”) entitled “Derivatives and Hedging” (“ASC 815”). All derivatives are recognized on the statements of condition at their fair values, including accrued interest receivable and payable. For purposes of reporting derivative assets and derivative liabilities, the Bank offsets the fair value amounts recognized for derivative instruments executed with the same counterparty under a master netting arrangement (including any cash collateral remitted to or received from the counterparty).

Changes in the fair value of a derivative that is effective as — and that is designated and qualifies as — a fair value hedge, along with changes in the fair value of the hedged asset or liability that are attributable to the hedged risk (including changes that reflect gains or losses on firm commitments), are recorded in current period earnings. Any hedge ineffectiveness (which represents the amount by which the change in the fair value of the derivative differs from the change in the fair value of the hedged item) is recorded in other income (loss) as “net gains (losses) on derivatives and hedging activities.” Net interest income/expense associated with derivatives that qualify for fair value hedge accounting under ASC 815 is recorded as a component of net interest income. An economic hedge is

defined as a derivative hedging specific or non-specific assets or liabilities that does not qualify or was not designated for hedge accounting under ASC 815, but is an acceptable hedging strategy under the Bank’s Risk Management Policy. These hedging strategies also comply with Finance Agency regulatory requirements prohibiting speculative hedge transactions. An economic hedge by definition introduces the potential for earnings variability as changes in the fair value of a derivative designated as an economic hedge are recorded in current period earnings with no offsetting fair value adjustment to an asset or liability. Both the net interest income/expense and the fair value adjustments associated with derivatives in economic hedging relationships are recorded in other income (loss) as “net gains (losses) on derivatives and hedging activities.” Cash flows associated with derivatives are reflected as cash flows from operating activities in the statements of cash flows, unless the derivatives contain an other-than-insignificant financing element, in which case the cash flows are reported as cash flows from financing activities.

If hedging relationships meet certain criteria specified in ASC 815, they are eligible for hedge accounting and the offsetting changes in fair value of the hedged items may be recorded in earnings. The application of hedge accounting generally requires the Bank to evaluate the effectiveness of the hedging relationships on an ongoing basis and to calculate the changes in fair value of the derivatives and related hedged items independently. This is commonly known as the “long-haul” method of hedge accounting. Transactions that meet more stringent criteria qualify for the “short-cut” method of hedge accounting in which an assumption can be made that the change in fair value of a hedged item exactly offsets the change in value of the related derivative. The Bank considers hedges of committed advances to be eligible for the short-cut method of accounting as long as the settlement of the committed advance occurs within the shortest period possible for that type of instrument based on market settlement conventions, the fair value of the swap is zero at the inception of the hedging relationship, and the transaction meets all of the other criteria for short-cut accounting specified in ASC 815. The Bank has defined the market settlement convention to be 5 business days or less for advances. The Bank records the changes in fair value of the derivative and the hedged item beginning on the trade date.

The Bank may issue debt, make advances, or purchase financial instruments in which a derivative instrument is “embedded” and the financial instrument that embodies the embedded derivative instrument is not remeasured at fair value with changes in fair value reported in earnings as they occur. Upon execution of these transactions, the Bank assesses whether the economic characteristics of the embedded derivative are clearly and closely related to the economic characteristics of the remaining component of the financial instrument (i.e., the host contract) and whether a separate, non-embedded instrument with the same terms as the embedded instrument would meet the definition of a derivative instrument. When it is determined that (1) the embedded derivative possesses economic characteristics that are not clearly and closely related to the economic characteristics of the host contract and (2) a separate, stand-alone instrument with the same terms would qualify as a derivative instrument, the embedded derivative is separated from the host contract, carried at fair value, and designated as either (1) a hedging instrument in a fair value hedge or (2) a stand-alone derivative instrument pursuant to an economic hedge. However, if the entire contract were to be measured at fair value, with changes in fair value reported in current earnings, or if the Bank could not reliably identify and measure the embedded derivative for purposes of separating that derivative from its host contract, the entire contract would be carried on the statement of condition at fair value and no portion of the contract would be separately accounted for as a derivative.

The Bank discontinues hedge accounting prospectively when: (1) management determines that the derivative is no longer effective in offsetting changes in the fair value of a hedged item; (2) the derivative and/or the hedged item expires or is sold, terminated, or exercised; (3) a hedged firm commitment no longer meets the definition of a firm commitment; or (4) management determines that designating the derivative as a hedging instrument in accordance with ASC 815 is no longer appropriate.

When fair value hedge accounting for a specific derivative is discontinued due to the Bank’s determination that such derivative no longer qualifies for hedge accounting treatment, the Bank will continue to carry the derivative on the statement of condition at its fair value, cease to adjust the hedged asset or liability for changes in fair value, and amortize the cumulative basis adjustment on the formerly hedged item into earnings over its remaining term using the level-yield method. In all cases in which hedge accounting is discontinued and the derivative remains outstanding, the Bank will carry the derivative at its fair value on the statement of condition, recognizing changes in the fair value of the derivative in current period earnings.

When hedge accounting is discontinued because the hedged item no longer meets the definition of a firm commitment, the Bank continues to carry the derivative on the statement of condition at its fair value, removing from the statement of condition any asset or liability that was recorded to recognize the firm commitment and recording it as a gain or loss in current period earnings.

Impact of Derivatives and Hedging Activities. The following table summarizes the notional balances and estimated fair values of the Bank’s outstanding derivatives at September 30, 2010 and December 31, 2009 (in thousands).


	September 30, 2010								December 31, 2009
	Notional		Estimated Fair Value						Notional		Estimated Fair Value
	Amount of		Derivative			Derivative			Amount of		Derivative			Derivative
	Derivatives		Assets			Liabilities			Derivatives		Assets			Liabilities
Derivatives designated as hedging instruments under ASC 815
Interest rate swaps
Advances	$	8,826,875	$	4,285		$	674,227		$	10,877,414	$	35,442		$	481,486
Consolidated obligation bonds		16,551,290		455,844			4,633			27,613,970		487,664			17,743
Interest rate caps related to advances		86,000		365			—			76,000		69			—


Total derivatives designated as hedging instruments under ASC 815		25,464,165		460,494			678,860			38,567,384		523,175			499,229


Derivatives not designated as hedging instruments under ASC 815
Interest rate swaps
Advances		6,000		—			80			5,000		—			103
Consolidated obligation bonds		2,450,000		4,072			—			8,195,000		16,611			129
Consolidated obligation discount notes		1,911,241		4,128			—			6,413,343		12,766			—
Basis swaps⁽¹⁾		6,700,000		20,137			—			9,700,000		22,868			1,290
Intermediary transactions		24,200		612			564			24,200		474			428
Interest rate swaptions related to optional advance commitments		50,000		1,955			—			—		—			—
Interest rate caps related to advances		10,000		—			—			10,000		6			—
Interest rate caps related to held-to-maturity securities		3,700,000		10,603			—			3,750,000		51,147			—


Total derivatives not designated as hedging instruments under ASC 815		14,851,441		41,507			644			28,097,543		103,872			1,950


Total derivatives before netting and collateral adjustments	$	40,315,606		502,001			679,504		$	66,664,927		627,047			501,179


Cash collateral and related accrued interest				(51,509	)		(253,812	)				(204,748	)		(143,378	)
Netting adjustments				(425,692	)		(425,692	)				(357,315	)		(357,315	)

Total collateral and netting adjustments ⁽²⁾				(477,201	)		(679,504	)				(562,063	)		(500,693	)


Net derivative balances reported in statements of condition			$	24,800		$	—				$	64,984		$	486


⁽¹⁾		The Bank’s basis swaps are used to reduce its exposure to changing spreads between one-month and three-month LIBOR.

⁽²⁾		Amounts represent the effect of legally enforceable master netting agreements between the Bank and its derivative counterparties that allow the Bank to offset positive and negative positions as well as the cash collateral held or placed with those same counterparties.

The following table presents the components of net gains (losses) on derivatives and hedging activities as presented in the statements of income for the three and nine months ended September 30, 2010 and 2009 (in thousands).


	Gain (Loss) Recognized in Earnings						Gain (Loss) Recognized in Earnings
	for the Three Months Ended September 30,						for the Nine Months Ended September 30,
	2010			2009			2010			2009
Derivatives and hedged items in ASC 815 fair value hedging relationships
Interest rate swaps	$	(863	)	$	310		$	(728	)	$	57,420
Interest rate caps		(326	)		(116	)		(853	)		(16	)

Total net gain (loss) related to fair value hedge ineffectiveness		(1,189	)		194			(1,581	)		57,404


Derivatives not designated as hedging instruments under ASC 815
Net interest income on interest rate swaps		4,874			19,667			15,437			93,003
Interest rate swaps
Advances		14			(41	)		40			(48	)
Consolidated obligation bonds		2,432			3,789			(6,954	)		19,711
Consolidated obligation discount notes		815			(1,049	)		55			(4,810	)
Basis swaps ⁽¹⁾		(3,975	)		(5,345	)		6,269			4,022
Intermediary transactions		—			—			1			32
Interest rate swaptions related to optional advance commitments		(411	)		—			(411	)		—
Interest rate caps
Advances		—			(10	)		(6	)		4
Held-to-maturity securities		(5,204	)		(3,125	)		(40,912	)		5,496

Total net gain (loss) related to derivatives not designated as hedging instruments under ASC 815		(1,455	)		13,886			(26,481	)		117,410


Net gains (losses) on derivatives and hedging activities reported in the statements of income	$	(2,644	)	$	14,080		$	(28,062	)	$	174,814


⁽¹⁾		The Bank’s basis swaps are used to reduce its exposure to changing spreads between one-month and three-month LIBOR.

The following table presents, by type of hedged item, the gains (losses) on derivatives and the related hedged items in ASC 815 fair value hedging relationships and the impact of those derivatives on the Bank’s net interest income for the three and nine months ended September 30, 2010 and 2009 (in thousands).



							Net Fair Value			Derivative Net
	Gain (Loss) on			Gain (Loss) on			Hedge			Interest Income
Hedged Item	Derivatives			Hedged Items			Ineffectiveness⁽¹⁾			(Expense)⁽²⁾
Three months ended September 30, 2010
Advances	$	(108,407	)	$	108,105		$	(302	)	$	(62,198	)
Consolidated obligation bonds		26,936			(27,823	)		(887	)		76,066

Total	$	(81,471	)	$	80,282		$	(1,189	)	$	13,868


Three months ended September 30, 2009
Advances	$	(57,332	)	$	56,474		$	(858	)	$	(83,138	)
Available-for-sale securities		4			(4	)		—			—
Consolidated obligation bonds		33,457			(32,405	)		1,052			119,112

Total	$	(23,871	)	$	24,065		$	194		$	35,974


Nine months ended September 30, 2010
Advances	$	(266,837	)	$	266,434		$	(403	)	$	(211,672	)
Consolidated obligation bonds		55,431			(56,609	)		(1,178	)		318,549

Total	$	(211,406	)	$	209,825		$	(1,581	)	$	106,877

Nine months ended September 30, 2009
Advances	$	187,997		$	(190,445	)	$	(2,448	)	$	(212,613	)
Available-for-sale securities		503			(605	)		(102	)		(325	)
Consolidated obligation bonds		(124,586	)		184,540			59,954			326,710

Total	$	63,914		$	(6,510	)	$	57,404		$	113,772


⁽¹⁾		Reported as net gains (losses) on derivatives and hedging activities in the statements of income.

⁽²⁾		The net interest income (expense) associated with derivatives in ASC 815 fair value hedging relationships is reported in the statements of income in the interest income/expense line item for the indicated hedged item.

Credit Risk Related to Derivatives. The Bank is subject to credit risk due to the risk of nonperformance by counterparties to its derivative agreements. To mitigate this risk, the Bank has entered into master swap and credit support agreements with all of its derivative counterparties. These agreements provide for the netting of all transactions with a derivative counterparty and the delivery of collateral when certain thresholds (generally ranging from $100,000 to $500,000) are met. The Bank manages derivative counterparty credit risk through the use of these agreements, credit analysis, and adherence to the requirements set forth in the Bank’s Risk Management Policy and Finance Agency regulations. Based on the netting provisions and collateral requirements of its master swap and credit support agreements and the creditworthiness of its derivative counterparties, Bank management does not currently anticipate any credit losses on its derivative agreements.

The notional amount of its interest rate exchange agreements does not measure the Bank’s credit risk exposure, and the maximum credit exposure for the Bank is substantially less than the notional amount. The maximum credit risk exposure is the estimated cost, on a present value basis, of replacing at current market rates all interest rate exchange agreements with a counterparty with whom the Bank is in a net gain position, if the counterparty were to default. In determining its maximum credit exposure to a counterparty, the Bank, as permitted under master netting provisions of its interest rate exchange agreements, nets its obligations to the counterparty (i.e., derivative liabilities) against the counterparty’s obligations to the Bank (i.e., derivative assets). Maximum credit risk, as defined above, does not consider the existence of any collateral held or remitted by the Bank.

At September 30, 2010 and December 31, 2009, the Bank’s maximum credit risk, as defined above, was approximately $59,568,000 and $223,871,000, respectively. These totals consist of $19,982,000 and $85,031,000, respectively, of net accrued interest receivable and $39,586,000 and $138,840,000, respectively, of other fair value amounts. The Bank held as collateral cash balances of $51,498,000 and $204,724,000 as of September 30, 2010 and December 31, 2009, respectively. In early October 2010 and early January 2010, additional cash collateral of $6,281,000 and $17,591,000, respectively, was delivered to the Bank pursuant to counterparty credit arrangements. The cash collateral held is reported in derivative assets/liabilities in the statements of condition.

The Bank transacts most of its interest rate exchange agreements with large financial institutions. Some of these institutions (or their affiliates) buy, sell, and distribute consolidated obligations. Assets pledged by the Bank to these counterparties are further described in Note 12.

When entering into interest rate exchange agreements with its members, the Bank requires the member to post eligible collateral in an amount equal to the sum of the net market value of the member’s derivative transactions with the Bank (if the value is positive to the Bank) plus a percentage of the notional amount of any interest rate swaps, with market values determined on at least a monthly basis. At September 30, 2010 and December 31, 2009, the net market value of the Bank’s derivatives with its members totaled $612,000 and ($432,000), respectively.

The Bank has an agreement with one of its derivative counterparties that contains provisions that may require the Bank to deliver collateral to the counterparty if there is a deterioration in the Bank’s long-term credit rating to AA+ or below by S&P or Aa1 or below by Moody’s and the Bank loses its status as a government-sponsored enterprise. If this were to occur, the counterparty to the agreement would be entitled to collateral equal to its exposure to the extent such exposure exceeded $1,000,000. However, the Bank would not be required to deliver collateral unless the amount to be delivered is at least $500,000. The derivative instruments subject to this agreement were in a net asset position for the Bank on September 30, 2010.

Note 9—Capital

At all times during the nine months ended September 30, 2010, the Bank was in compliance with all applicable statutory and regulatory capital requirements. The following table summarizes the Bank’s compliance with those capital requirements as of September 30, 2010 and December 31, 2009 (dollars in thousands):


	September 30, 2010						December 31, 2009
	Required			Actual			Required			Actual
Regulatory capital requirements:
Risk-based capital	$	346,314		$	2,274,316		$	507,287		$	2,897,162

Total capital	$	2,065,771		$	2,274,316		$	2,603,683		$	2,897,162
Total capital-to-assets ratio		4.00	%		4.40	%		4.00	%		4.45	%

Leverage capital	$	2,582,214		$	3,411,474		$	3,254,604		$	4,345,743
Leverage capital-to-assets ratio		5.00	%		6.61	%		5.00	%		6.68	%

Shareholders are required to maintain an investment in Class B stock equal to the sum of a membership investment requirement and an activity-based investment requirement. Currently, the membership investment requirement is 0.06 percent of each member’s total assets as of the previous calendar year-end, subject to a minimum of $1,000 and a maximum of $25,000,000. The activity-based investment requirement is currently 4.10 percent of outstanding advances.

The Bank generally repurchases surplus stock at the end of the month following the end of each calendar quarter (e.g., January 31, April 30, July 31 and October 31). For the repurchases that occurred on January 29, 2010, April 30, 2010 and July 30, 2010, surplus stock was defined as the amount of stock held by a member in excess of 120 percent of the member’s minimum investment requirement. For the repurchases that occurred on October 29, 2010, surplus stock was defined as the amount of stock held by a member in excess of 105 percent of the member’s minimum investment requirement. The Bank’s practice has been that a member’s surplus stock will not be repurchased if the amount of that member’s surplus stock is $250,000 or less or if, subject to certain exceptions, the member is on restricted collateral status. On January 29, 2010, April 30, 2010, July 30, 2010 and October 29, 2010, the Bank repurchased surplus stock totaling $106,560,000, $70,431,000, $51,371,000 and $132,228,000, respectively, none of which was classified as mandatorily redeemable capital stock as of those dates.

Note 10—Employee Retirement Plans

The Bank sponsors a retirement benefits program that includes health care and life insurance benefits for eligible retirees. Components of net periodic benefit cost related to this program for the three and nine months ended September 30, 2010 and 2009 were as follows (in thousands):


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2010			2009			2010			2009
Service cost	$	3		$	5		$	9		$	15
Interest cost		28			37			85			110
Amortization of prior service credit		(9	)		(9	)		(26	)		(26	)
Amortization of net actuarial gain		(6	)		—			(18	)		(2	)

Net periodic benefit cost	$	16		$	33		$	50		$	97

Note 11—Estimated Fair Values

Fair value is defined under GAAP as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. GAAP establishes a fair value hierarchy and requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. GAAP also requires an entity to disclose the level within the fair value hierarchy in which the measurements fall for assets and liabilities that are carried at fair value (that is, those assets and liabilities that are measured at fair value on a recurring basis) and for assets and liabilities that are measured at fair value on a nonrecurring basis in periods subsequent to initial recognition (for example, impaired assets). The fair value hierarchy prioritizes the inputs used to measure fair value into three broad levels:

Level 1 Inputs — Quoted prices (unadjusted) in active markets for identical assets and liabilities.

Level 2 Inputs — Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability. Level 2 inputs include the following: (1) quoted prices for similar assets or liabilities in active markets; (2) quoted prices for identical or similar assets or liabilities in markets that are not active or in which little information is released publicly; (3) inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates and yield curves that are observable at commonly quoted intervals, volatilities and prepayment speeds); and (4) inputs that are derived principally from or corroborated by observable market data (e.g., implied spreads).

Level 3 Inputs — Unobservable inputs for the asset or liability that are supported by little or no market activity and that are significant to the fair value measurement of such asset or liability. None of the Bank’s assets or liabilities that are recorded at fair value on a recurring basis were measured using Level 3 inputs.

The following estimated fair value amounts have been determined by the Bank using available market information and the Bank’s best judgment of appropriate valuation methods. These estimates are based on pertinent information available to the Bank as of September 30, 2010 and December 31, 2009. Although the Bank uses its best judgment in estimating the fair value of these financial instruments, there are inherent limitations in any estimation technique or valuation methodology. For example, because an active secondary market does not exist for many of the Bank’s financial instruments (e.g., advances, non-agency RMBS and mortgage loans held for portfolio), in certain cases, their fair values are not subject to precise quantification or verification. Therefore, the estimated fair values presented below in the Fair Value Summary Table may not be indicative of the amounts that would have been realized in market transactions at the reporting dates. Further, the fair values do not represent an estimate of the overall market value of the Bank as a going concern, which would take into account future business opportunities.

The valuation techniques used to measure the fair values of the Bank’s financial instruments are described below.

Cash and due from banks. The estimated fair value equals the carrying value.

Interest-bearing deposit assets. Interest-bearing deposit assets earn interest at floating market rates; therefore, the estimated fair value of the deposits approximates their carrying value.

Federal funds sold. All federal funds sold represent overnight balances. Accordingly, the estimated fair value approximates the carrying value.

Trading securities. For its investments in mutual funds (see Note 3), the Bank obtains quoted prices for identical securities. The procedures for valuing the Bank’s holdings of U.S. Treasury Bills are similar to those used to value its MBS holdings, which are described below under the heading “Held-to-maturity securities.” As of September 30, 2010, four vendor prices were received for all of the Bank’s U.S. Treasury Bill holdings and the average of the middle two prices was used to determine the final fair value measurement for each security.

Held-to-maturity securities. To value its MBS holdings, the Bank obtains prices from up to four designated third-party pricing vendors when available. These pricing vendors use methods that generally employ, but are not limited to, benchmark yields, recent trades, dealer estimates, valuation models, benchmarking of like securities, sector groupings, and/or matrix pricing. A price is established for each MBS using a formula that is based upon the number of prices received. If four prices are received, the average of the middle two prices is used; if three prices are received, the middle price is used; if two prices are received, the average of the two prices is used; and if one price is received, it is used subject to some type of validation as described below. The computed prices are tested for reasonableness using specified tolerance thresholds. Computed prices within these thresholds are generally accepted unless strong evidence suggests that using the formula-driven price would not be appropriate. Preliminary estimated fair values that are outside the tolerance thresholds, or that management believes may not be appropriate based on all available information (including those limited instances in which only one price is received), are subject to further analysis including, but not limited to, comparison to the prices for similar securities and/or to non-binding dealer estimates. As of September 30, 2010, four vendor prices were received for substantially all of the Bank’s MBS holdings and all of the computed prices fell within the specified tolerance thresholds. The relative lack of dispersion among the vendor prices received for each of the securities supports the Bank’s conclusion that the final computed prices are reasonable estimates of fair value. The Bank estimates the fair values of debentures using a pricing model.

Advances. The Bank determines the estimated fair value of advances by calculating the present value of expected future cash flows from the advances and reducing this amount for accrued interest receivable. The discount rates used in these calculations are the replacement advance rates for advances with similar terms.

Mortgage loans held for portfolio. The Bank estimates the fair values of mortgage loans held for portfolio based on observed market prices for agency mortgage-backed securities. Individual mortgage loans are pooled based on certain criteria such as loan type, weighted average coupon, weighted average maturity, and origination year and matched to reference securities with a similar collateral composition to derive benchmark pricing. The prices for agency mortgage-backed securities used as a benchmark are subject to certain market conditions including, but not limited to, the market’s expectations of future prepayments, the current and expected level of interest rates, and investor demand.

Accrued interest receivable and payable. The estimated fair value approximates the carrying value due to their short-term nature.

Derivative assets/liabilities. With the exception of its interest rate basis swaps, the fair values of the Bank’s interest rate swap and swaption agreements are estimated using a pricing model with inputs that are observable in the market (e.g., the relevant interest rate swap curve and, for agreements containing options, swaption volatility). As the provisions of the Bank’s master netting and collateral exchange agreements with its derivative counterparties significantly reduce the risk from nonperformance (see Note 8), the Bank does not consider its own nonperformance risk or the nonperformance risk associated with each of its counterparties to be a significant factor in the valuation of its derivative assets and liabilities. The Bank compares the fair values obtained from its pricing model to non-binding dealer estimates and may also compare its fair values to those of similar instruments to ensure that such fair values are reasonable. For the Bank’s interest rate basis swaps, fair values are obtained from dealers (for each basis swap, one dealer estimate is received); these non-binding fair value estimates are corroborated using a pricing model and observable market data (i.e., the interest rate swap curve).

For the Bank’s interest rate caps, fair values are obtained from dealers (for each interest rate cap, one dealer estimate is received). These non-binding fair value estimates are corroborated using a pricing model and observable market data (e.g., the interest rate swap curve and cap volatility).

The fair values of the Bank’s derivative assets and liabilities include accrued interest receivable/payable and cash collateral remitted to/received from counterparties; the estimated fair values of the accrued interest receivable/payable and cash collateral approximate their carrying values due to their short-term nature. The fair values of derivatives are netted by counterparty pursuant to the provisions of the Bank’s master swap and credit support agreements. If these netted amounts are positive, they are classified as an asset and, if negative, as a liability.

Deposit liabilities. The Bank determines the estimated fair values of its deposit liabilities with fixed rates and more than three months to maturity by calculating the present value of expected future cash flows from the deposits and reducing this amount for accrued interest payable. The discount rates used in these calculations are based on replacement funding rates for liabilities with similar terms. The estimated fair value approximates the carrying value for deposits with floating rates and fixed rates with three months or less to their maturity or repricing date.

Consolidated obligations. The Bank estimates the fair values of consolidated obligations by calculating the present value of expected future cash flows using discount rates that are based on replacement funding rates for liabilities with similar terms and reducing this amount for accrued interest payable.

Mandatorily redeemable capital stock. The fair value of capital stock subject to mandatory redemption is generally equal to its par value ($100 per share), as adjusted for any estimated dividend earned but unpaid at the time of reclassification from equity to liabilities. The Bank’s capital stock cannot, by statute or implementing regulation, be purchased, redeemed, repurchased or transferred at any amount other than its par value.

Commitments. The estimated fair value of the Bank’s commitments to extend credit, including advances and letters of credit, was not material at September 30, 2010 or December 31, 2009. The Bank determines the estimated fair values of optional commitments to fund advances by calculating the present value of expected future cash flows from the instruments using replacement advance rates for advances with similar terms and swaption volatility.

The carrying values and estimated fair values of the Bank’s financial instruments at September 30, 2010 and December 31, 2009, were as follows (in thousands):

FAIR VALUE SUMMARY TABLE


	September 30, 2010				December 31, 2009
	Carrying		Estimated			Carrying		Estimated
Financial Instruments	Value		Fair Value			Value		Fair Value
Assets:
Cash and due from banks	$	4,572,767	$	4,572,767		$	3,908,242	$	3,908,242
Interest-bearing deposits		252		252			233		233
Federal funds sold		6,060,000		6,060,000			2,063,000		2,063,000
Trading securities		4,004,828		4,004,828			4,034		4,034
Held-to-maturity securities		9,320,011		9,412,156			11,424,552		11,381,786
Advances		27,341,487		27,619,627			47,262,574		47,279,403
Mortgage loans held for portfolio, net		222,131		239,580			259,617		274,044
Accrued interest receivable		46,095		46,095			60,890		60,890
Derivative assets		24,800		24,800			64,984		64,984

Liabilities:
Deposits		974,895		974,900			1,462,591		1,462,589
Consolidated obligations:
Discount notes		3,301,048		3,301,775			8,762,028		8,763,983
Bonds		41,919,784		42,172,749			51,515,856		51,684,542
Mandatorily redeemable capital stock		6,894		6,894			9,165		9,165
Accrued interest payable		138,976		138,976			179,248		179,248
Derivative liabilities		—		—			486		486
Optional advance commitments (other liabilities)		2,391		2,391			—		—

The following table summarizes the Bank’s assets and liabilities that were measured at fair value on a recurring basis as of September 30, 2010 by their level within the fair value hierarchy (in thousands). Financial assets and liabilities are classified in their entirety based on the lowest level input that is significant to the fair value measurement.


							Netting
	Level 1		Level 2		Level 3		Adjustment⁽¹⁾			Total
Assets
Trading securities	$	4,975	$	3,999,853	$	—	$	—		$	4,004,828
Derivative assets		—		502,001		—		(477,201	)		24,800


Total assets at fair value	$	4,975	$	4,501,854	$	—	$	(477,201	)	$	4,029,628


Liabilities
Derivative liabilities	$	—	$	679,504	$	—	$	(679,504	)	$	—
Optional advance commitments (other liabilities)		—		2,391		—		—			2,391


Total liabilities at fair value	$	—	$	681,895	$	—	$	(679,504	)	$	2,391


⁽¹⁾		Amounts represent the impact of legally enforceable master netting agreements between the Bank and its counterparties that allow the Bank to offset positive and negative positions as well as the cash collateral held or placed with those same counterparties.

During the three months ended September 30, 2010, the Bank entered into optional advance commitments with a par value totaling $50,000,000, excluding commitments to fund CIP/EDP advances. Under each of these commitments, the Bank sold an option to a member that provides the member with the right to enter into an advance at a specified fixed rate and term on a specified future date, provided the member has satisfied all of the customary requirements for such advance. The Bank hedged these commitments through the use of interest rate swaptions, which are treated as economic hedges. The Bank has irrevocably elected to carry these optional advance commitments at fair value under the fair value option in an effort to mitigate the potential income statement volatility that can arise from economic hedging relationships. Gains and losses on optional advance commitments carried at fair value under the fair value option are reported in other income (loss) in the statements of income.

The Bank did not record any non-credit other-than-temporary impairment losses during the three months ended September 30, 2010 or the three months ended June 30, 2010. During the three months ended March 31, 2010, the Bank recorded non-credit other-than-temporary impairment losses on three of its non-agency RMBS classified as held-to-maturity. At March 31, 2010, the three securities had an aggregate unpaid principal balance and estimated fair value of $23.9 million and $13.8 million, respectively. Based on the lack of significant market activity for non-agency RMBS, the nonrecurring fair value measurements for these impaired securities fell within Level 3 of the fair value hierarchy. Four third-party vendor prices were received for each of these securities and, as described above, the average of the middle two prices was used to determine the final fair value measurements.

The following table summarizes the Bank’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2009 by their level within the fair value hierarchy (in thousands).


							Netting
	Level 1		Level 2		Level 3		Adjustment⁽¹⁾			Total
Assets
Trading securities	$	4,034	$	—	$	—	$	—		$	4,034
Derivative assets		—		627,047		—		(562,063	)		64,984


Total assets at fair value	$	4,034	$	627,047	$	—	$	(562,063	)	$	69,018


Liabilities
Derivative liabilities	$	—	$	501,179	$	—	$	(500,693	)	$	486


Total liabilities at fair value	$	—	$	501,179	$	—	$	(500,693	)	$	486


⁽¹⁾		Amounts represent the effect of legally enforceable master netting agreements between the Bank and its derivative counterparties that allow the Bank to offset positive and negative positions as well as the cash collateral held or placed with those same counterparties.

Note 12—Commitments and Contingencies

Joint and several liability. The Bank is jointly and severally liable with the other 11 FHLBanks for the payment of principal and interest on all of the consolidated obligations issued by the 12 FHLBanks. At September 30, 2010, the par amount of the other 11 FHLBanks’ outstanding consolidated obligations was approximately $761.2 billion. The Finance Agency, in its discretion, may require any FHLBank to make principal or interest payments due on any consolidated obligation, regardless of whether there has been a default by a FHLBank having primary liability. To the extent that a FHLBank makes any consolidated obligation payment on behalf of another FHLBank, the paying FHLBank is entitled to reimbursement from the FHLBank with primary liability. However, if the Finance Agency determines that the primary obligor is unable to satisfy its obligations, then the Finance Agency may allocate the outstanding liability among the remaining FHLBanks on a pro rata basis in proportion to each FHLBank’s participation in all consolidated obligations outstanding, or on any other basis that the Finance Agency may determine. No FHLBank has ever failed to make any payment on a consolidated obligation for which it was the primary obligor; as a result, the regulatory provisions for directing other FHLBanks to make payments on behalf of another FHLBank or allocating the liability among other FHLBanks have never been invoked. If the Bank were to determine that a loss was probable under its joint and several liability and the amount of such loss could be reasonably estimated, the Bank would charge to income the amount of the expected loss. Based upon the creditworthiness of the other FHLBanks, the Bank currently believes that the likelihood of a loss arising from its joint and several liability is remote.

Other commitments and contingencies. At September 30, 2010 and December 31, 2009, the Bank had commitments to make additional advances totaling approximately $129,772,000 and $37,996,000, respectively. In addition, outstanding standby letters of credit totaled $4,486,296,000 and $4,648,413,000 at September 30, 2010 and December 31, 2009, respectively.

At September 30, 2010 and December 31, 2009, the Bank had commitments to issue $30,000,000 and $295,000,000, respectively, of consolidated obligation bonds, all of which were hedged with associated interest rate swaps.

The Bank executes interest rate exchange agreements with large financial institutions with which it has bilateral collateral exchange agreements. As of September 30, 2010 and December 31, 2009, the Bank had pledged cash collateral of $253,773,000 and $143,364,000, respectively, to institutions that had credit risk exposure to the Bank related to interest rate exchange agreements; at those dates, the Bank had not pledged any securities as collateral. The pledged cash collateral (i.e., interest-bearing deposit asset) is netted against derivative assets and liabilities in the statements of condition.

In the ordinary course of its business, the Bank is subject to the risk that litigation may arise. Currently, the Bank is not a party to any material pending legal proceedings.

Note 13— Transactions with Shareholders

Affiliates of two of the Bank’s derivative counterparties (Citigroup and Wells Fargo) acquired member institutions on March 31, 2005 and October 1, 2006, respectively. Since the acquisitions were completed, the Bank has continued to enter into interest rate exchange agreements with Citigroup and Wells Fargo in the normal course of business and under the same terms and conditions as before. Effective October 1, 2006, Citigroup terminated the Ninth District charter of the affiliate that acquired the member institution and, as a result, an affiliate of Citigroup became a non-member shareholder of the Bank.

Note 14 — Transactions with Other FHLBanks

Occasionally, the Bank loans (or borrows) short-term federal funds to (from) other FHLBanks. There were no loans to or borrowings from other FHLBanks during the nine months ended September 30, 2010. During the nine months ended September 30, 2009, interest income from loans to other FHLBanks totaled $2,000. The following table summarizes the Bank’s loans to other FHLBanks during the nine months ended September 30, 2009 (in thousands).


Balance at January 1, 2009	$	—
Loans to:
FHLBank of Boston		300,000
FHLBank of Seattle		25,000
Collections from:
FHLBank of Boston		(300,000	)
FHLBank of Seattle		(25,000	)

Balance at September 30, 2009	$	—

During the nine months ended September 30, 2009, interest expense on borrowings from other FHLBanks totaled $1,000. The following table summarizes the Bank’s borrowings from other FHLBanks during the nine months ended September 30, 2009 (in thousands).


Balance at January 1, 2009	$	—
Borrowing from FHLBank of San Francisco		200,000
Repayment to FHLBank of San Francisco		(200,000	)

Balance at September 30, 2009	$	—

Note 15 — Other Comprehensive Income (Loss)

The following table presents the components of other comprehensive income (loss) for the three and nine months ended September 30, 2010 and 2009 (in thousands).


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2010			2009			2010			2009
Net unrealized gains on available-for-sale securities	$	—		$	1		$	—		$	2,504
Reclassification adjustment for realized gain on sale of available-for-sale security included in net income		—			—			—			(843	)
Non-credit portion of other-than-temporary impairment losses on held-to-maturity securities		—			(27,095	)		(6,958	)		(78,361	)
Reclassification adjustment for non-credit portion of other-than-temporary impairment losses recognized as credit losses in net income		379			1,250			1,977			1,402
Accretion of non-credit portion of other-than-temporary impairment losses to the carrying value of held-to-maturity securities		4,630			3,177			13,777			4,742
Postretirement benefit plan
Amortization of prior service credit included in net periodic benefit cost		(9	)		(9	)		(26	)		(26	)
Amortization of net actuarial gain included in net periodic benefit cost		(6	)		—			(18	)		(2	)


Total other comprehensive income (loss)	$	4,994		$	(22,676	)	$	8,752		$	(70,584	)

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of financial condition and results of operations should be read in conjunction with the financial statements and notes thereto included in “Item 1. Financial Statements.”

Forward-Looking Information

This quarterly report contains forward-looking statements that reflect current beliefs and expectations of the Federal Home Loan Bank of Dallas (the “Bank”) about its future results, performance, liquidity, financial condition, prospects and opportunities, including the prospects for the payment of dividends. These statements are identified by the use of forward-looking terminology, such as “anticipates,” “plans,” “believes,” “could,” “estimates,” “may,” “should,” “would,” “will,” “might,” “expects,” “intends” or their negatives or other similar terms. The Bank cautions that forward-looking statements involve risks or uncertainties that could cause the Bank’s actual results to differ materially from those expressed or implied in these forward-looking statements, or could affect the extent to which a particular objective, projection, estimate, or prediction is realized. As a result, undue reliance should not be placed on such statements.

These risks and uncertainties include, without limitation, evolving economic and market conditions, political events, and the impact of competitive business forces. The risks and uncertainties related to evolving economic and market conditions include, but are not limited to, changes in interest rates, changes in the Bank’s access to the capital markets, changes in the cost of the Bank’s debt, adverse consequences resulting from a significant regional or national economic downturn, credit and prepayment risks, or changes in the financial health of the Bank’s members or non-member borrowers. Among other things, political events could possibly lead to changes in the Bank’s regulatory environment or its status as a government-sponsored enterprise (“GSE”), or to changes in the regulatory environment for the Bank’s members or non-member borrowers. Risks and uncertainties related to competitive business forces include, but are not limited to, the potential loss of large members or large borrowers through acquisitions or other means or changes in the relative competitiveness of the Bank’s products and services for member institutions. For a more detailed discussion of the risk factors applicable to the Bank, see “Item 1A — Risk Factors” in the Bank’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 25, 2010 (the “2009 10-K”) and “Item 1A — Risk Factors” in Part II of this quarterly report. The Bank undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances, or any other reason.

As discussed below under the heading “Legislative Developments,” recently enacted federal legislation makes significant changes to a number of aspects of the regulation of financial institutions. The legislation affects, or could affect, the Bank and/or its members in a number of areas. Because the legislation requires several regulatory agencies to issue a number of regulations, orders and reports, the full effect of this legislation on the Bank and its activities will become known only after those regulations, orders and reports are issued and implemented.

Overview

Business

The Bank is one of 12 district Federal Home Loan Banks (each individually a “FHLBank” and collectively the “FHLBanks” and, together with the Office of Finance, a joint office of the FHLBanks, the “FHLBank System”) that were created by the Federal Home Loan Bank Act of 1932, as amended. The FHLBanks serve the public by enhancing the availability of credit for residential mortgages, community lending, and targeted community development. As independent, member-owned cooperatives, the FHLBanks seek to maintain a balance between their public purpose and their ability to provide adequate returns on the capital supplied by their members. Prior to July 30, 2008, the Federal Housing Finance Board (“Finance Board”) was responsible for the supervision and regulation of the FHLBanks and the Office of Finance. Effective with the enactment of the Housing and Economic Recovery Act of 2008 (the “HER Act”) on July 30, 2008, the Federal Housing Finance Agency (“Finance Agency”), an independent agency in the executive branch of the United States Government, assumed responsibility for supervising and regulating the FHLBanks and the Office of Finance. The Finance Agency’s stated mission is to provide effective supervision, regulation and housing mission oversight of the FHLBanks to promote their safety

and soundness, support housing finance and affordable housing, and support a stable and liquid mortgage market. Consistent with this mission, the Finance Agency establishes policies and regulations covering the operations of the FHLBanks. The HER Act provided that all regulations, orders, directives and determinations issued by the Finance Board prior to enactment of the HER Act immediately transferred to the Finance Agency and remain in force unless modified, terminated, or set aside by the Director of the Finance Agency.

The Bank serves eligible financial institutions in Arkansas, Louisiana, Mississippi, New Mexico and Texas (collectively, the Ninth District of the FHLBank System). The Bank’s primary business is lending relatively low cost funds (known as advances) to its member institutions, which include commercial banks, thrifts, insurance companies and credit unions. Effective with the enactment of the HER Act, Community Development Financial Institutions that are certified under the Community Development Banking and Financial Institutions Act of 1994 are also eligible for membership in the Bank. While not members of the Bank, state and local housing authorities that meet certain statutory criteria may also borrow from the Bank. The Bank also maintains a portfolio of highly rated investments for liquidity purposes and to provide additional earnings. Additionally, the Bank holds interests in a portfolio of government-guaranteed/insured and conventional mortgage loans that were acquired through the Mortgage Partnership Finance^{^®}(“MPF”^®) Program offered by the FHLBank of Chicago. Shareholders’ return on their investment includes dividends (which are typically paid quarterly in the form of capital stock) and the value derived from access to the Bank’s products and services. Historically, the Bank has balanced the financial rewards to shareholders by seeking to pay a dividend that meets or exceeds the return on alternative short-term money market investments available to shareholders, while lending funds at the lowest rates expected to be compatible with that objective and its objective to build retained earnings over time.

The Bank’s capital stock is not publicly traded and can be held only by members of the Bank, by non-member institutions that acquire stock by virtue of acquiring member institutions, or by former members of the Bank (including a federal or state agency or insurer acting as a receiver of a closed institution) that retain capital stock to support advances or other activity that remains outstanding or until any applicable stock redemption or withdrawal notice period expires. All members must purchase stock in the Bank. The Bank’s capital stock has a par value of $100 per share and is purchased, redeemed, repurchased and, with the prior approval of the Bank, transferred only at its par value. Members may redeem excess stock, or withdraw from membership and redeem all outstanding capital stock, with five years’ written notice to the Bank.

The FHLBanks’ debt instruments (known as consolidated obligations) are their primary source of funds and are the joint and several obligations of all 12 FHLBanks. Consolidated obligations are issued through the Office of Finance acting as agent for the FHLBanks and generally are publicly traded in the over-the-counter market. The Bank records on its balance sheet only those consolidated obligations for which it is the primary obligor. Consolidated obligations are not obligations of the United States Government and the United States Government does not guarantee them. Consolidated obligations are rated Aaa/P-1 by Moody’s Investors Service (“Moody’s”) and AAA/A-1+ by Standard & Poor’s (“S&P”), which are the highest ratings available from these nationally recognized statistical rating organizations (“NRSROs”). These ratings indicate that Moody’s and S&P have concluded that the FHLBanks have an extremely strong capacity to meet their commitments to pay principal and interest on consolidated obligations, and that consolidated obligations are judged to be of the highest quality, with minimal credit risk. The ratings also reflect the FHLBank System’s status as a GSE. Historically, the FHLBanks’ GSE status and highest available credit ratings on consolidated obligations have provided the FHLBanks with excellent capital markets access. Deposits, other borrowings and the proceeds from capital stock issued to members are also sources of funds for the Bank.

In addition to ratings on the FHLBanks’ consolidated obligations, each FHLBank is rated individually by both S&P and Moody’s. These individual FHLBank ratings apply to the individual obligations of the respective FHLBanks, such as interest rate derivatives, deposits, and letters of credit. As of November 1, 2010, Moody’s had assigned a deposit rating of Aaa/P-1 to the Bank. At that same date, the Bank was rated AAA/A-1+ by S&P.

Shareholders, bondholders and prospective shareholders and bondholders should understand that these ratings are not a recommendation to buy, hold or sell securities and they may be subject to revision or withdrawal at any time by the NRSRO. The ratings from each of the NRSROs should be evaluated independently.

The Bank conducts its business and fulfills its public purpose primarily by acting as a financial intermediary between its members and the capital markets. The intermediation of the timing, structure, and amount of its members’ credit needs with the investment requirements of the Bank’s creditors is made possible by the extensive use of interest rate exchange agreements, primarily interest rate swaps and caps. The Bank’s interest rate exchange agreements are accounted for in accordance with the provisions of Topic 815 of the Financial Accounting Standards Board Accounting Standards Codification entitled “Derivatives and Hedging” (“ASC 815”).

The Bank considers its “core earnings” to be net earnings exclusive of: (1) gains or losses on the sales of investment securities, if any; (2) gains or losses on the retirement or transfer of debt, if any; (3) prepayment fees on advances; (4) fair value adjustments (except for net interest payments) associated with assets and liabilities carried at fair value; and (5) realized gains and losses associated with early terminations of derivative transactions. The Bank’s core earnings are generated primarily from net interest income and typically tend to rise and fall with the overall level of interest rates, particularly short-term money market rates. Because the Bank is a cooperatively owned wholesale institution, the spread component of its net interest income is much smaller than a typical commercial bank, and a relatively larger portion of its net interest income is derived from the investment of its capital. The Bank endeavors to maintain a fairly neutral interest rate risk profile. As a result, the Bank’s capital is effectively invested in shorter-term assets and its core earnings and returns on capital stock (based on core earnings) generally tend to follow short-term interest rates.

The Bank’s profitability objective is to achieve a rate of return on members’ capital stock investment sufficient to allow the Bank to meet its retained earnings growth objectives and pay dividends on capital stock at rates that equal or exceed the average federal funds rate. The Bank’s quarterly dividends are based upon its operating results, shareholders’ average capital stock holdings and the average federal funds rate for the immediately preceding quarter. While the Bank has had a long-standing practice of paying quarterly dividends, future dividend payments cannot be assured.

The Bank operates in only one reportable segment. All of the Bank’s revenues are derived from U.S. operations.

The following table summarizes the Bank’s membership, by type of institution, as of September 30, 2010 and December 31, 2009.

MEMBERSHIP SUMMARY


	September 30,		December 31,
	2010		2009
Commercial banks		748		753
Thrifts		84		85
Credit unions		70		65
Insurance companies		21		20


Total members		923		923

Housing associates		8		8
Non-member borrowers		10		12


Total		941		943


Community Financial Institutions		779		788

For 2010, Community Financial Institutions (“CFIs”) are defined by the HER Act to include all institutions insured by the Federal Deposit Insurance Corporation (“FDIC”) with average total assets as of December 31, 2009, 2008 and 2007 of less than $1.029 billion. For 2009, CFIs were defined as FDIC-insured institutions with average total assets as of December 31, 2008, 2007 and 2006 of less than $1.011 billion.

Financial Market Conditions

Capital markets have still not returned to pre-credit crisis conditions. Credit market conditions during the first three months of 2010 continued the trend of noticeable improvement observed during 2009. Volatility remained subdued in the equity and bond markets, interest rates remained relatively stable and risk spreads contracted slightly. However, in the second quarter volatility increased somewhat in the equity and bond markets and risk spreads widened, primarily in response to concerns regarding the extent of sovereign debt-related risks in several European countries. Volatility subsequently declined in the third quarter, but the markets continued to focus on the slowing rate of economic expansion, the elevated unemployment rate, European sovereign debt concerns, and the timing and impact of possible actions that the Federal Reserve might take to improve economic conditions in the United States.

Economic conditions in the United States continued to show moderate signs of improvement during the first nine months of 2010, although there were also signs in recent months that the momentum of the economic recovery was stalling. While positive, the rate of growth in the gross domestic product has declined during 2010. Increases in business investment in equipment and software, and increases in industrial production and consumer spending, were also mixed. Month-over-month home sales increased leading up to the expiration on April 30, 2010 of a federal tax credit available to homebuyers, then declined in May and remained relatively low through August. Policy makers have cautiously interpreted some recent economic data to indicate that certain aspects of the economy are continuing to improve but at a slow pace. Despite early signs of economic improvement, the sustainability and extent of the improved economic conditions, and the prospects for and potential timing of further improvements (in particular, employment growth), remain very uncertain.

On November 3, 2010, the Federal Reserve announced that it intends to purchase $600 billion of longer-term U.S. government bonds by the end of the second quarter of 2011 (a pace of about $75 billion per month over the next eight months) in an effort to promote a stronger pace of economic recovery and foster maximum employment and price stability. The Federal Reserve left open the possibility of taking additional actions if economic growth does not accelerate in the coming months.

The Federal Open Market Committee maintained its target for the federal funds rate at a range between 0 and 0.25 percent throughout 2009 and the first nine months of 2010. During these periods, the Federal Reserve paid interest on required and excess reserves held by depository institutions at a rate of 0.25 percent, equivalent to the upper boundary of the target range for federal funds. A significant and sustained increase in bank reserves during the past few years combined with the rate of interest being paid on those reserves has contributed to a decline in the volume of transactions taking place in the overnight federal funds market and an effective federal funds rate that has generally been below the upper end of the targeted range for most of 2010.

After a period of relative stability during the first quarter of 2010, one- and three-month LIBOR rates increased in April and May as concerns arose about the economic health of several European countries. These rates subsequently stabilized as those concerns subsided, with one- and three-month LIBOR ending the third quarter at 0.26 percent and 0.29 percent, respectively, as compared to 0.23 percent and 0.25 percent, respectively, at the end of 2009, 0.25 percent and 0.29 percent, respectively, at the end of the first quarter of 2010, and 0.35 percent and 0.53 percent, respectively, at the end of the second quarter of 2010. The increase in LIBOR rates and the widening of the spread between one- and three-month LIBOR in the second quarter of 2010, and their subsequent decline in the third quarter of 2010, corresponded to varying levels of concern regarding the extent of sovereign debt related risks in Greece and several other European countries.

The following table presents information on various market interest rates at September 30, 2010 and December 31, 2009 and various average market interest rates for the three- and nine-month periods ended September 30, 2010 and 2009.


	Ending Rate						Average Rate						Average Rate
	September 30,			December 31,			Third Quarter			Third Quarter			Nine Months Ended			Nine Months Ended
	2010			2009			2010			2009			September 30, 2010			September 30, 2009
Federal Funds Target ⁽¹⁾		0.25	%		0.25	%		0.25	%		0.25	%		0.25	%		0.25	%
Average Effective Federal Funds Rate ⁽²⁾		0.15	%		0.05	%		0.19	%		0.16	%		0.17	%		0.17	%
1-month LIBOR ⁽¹⁾		0.26	%		0.23	%		0.29	%		0.27	%		0.28	%		0.37	%
3-month LIBOR⁽¹⁾		0.29	%		0.25	%		0.39	%		0.41	%		0.36	%		0.83	%
2-year LIBOR⁽¹⁾		0.60	%		1.42	%		0.75	%		1.40	%		1.02	%		1.48	%
5-year LIBOR⁽¹⁾		1.52	%		2.98	%		1.76	%		2.85	%		2.30	%		2.65	%
10-year LIBOR⁽¹⁾		2.57	%		3.97	%		2.78	%		3.72	%		3.35	%		3.39	%
3-month U.S. Treasury⁽¹⁾		0.16	%		0.06	%		0.15	%		0.16	%		0.14	%		0.18	%
2-year U.S. Treasury ⁽¹⁾		0.42	%		1.14	%		0.54	%		1.03	%		0.77	%		0.99	%
5-year U.S. Treasury ⁽¹⁾		1.27	%		2.69	%		1.55	%		2.47	%		2.07	%		2.16	%
10-year U.S. Treasury ⁽¹⁾		2.53	%		3.85	%		2.78	%		3.52	%		3.33	%		3.20	%


⁽¹⁾		Source: Bloomberg

⁽²⁾		Source: Federal Reserve Statistical Release

Year-to-Date 2010 Summary

	•		The Bank ended the third quarter of 2010 with total assets of $51.6 billion and total advances of $27.3 billion, a decrease from $65.1 billion and $47.3 billion, respectively, at the end of 2009. The $20.0 billion decline in advances during the nine months ended September 30, 2010 was attributable in large part to the prepayment or maturity of approximately $16.8 billion of advances to the Bank’s two largest borrowers, Wells Fargo Bank South Central, National Association and Comerica Bank. The decline in advances during the nine-month period was attributable to a general decline in member demand that the Bank believes was due largely to increases in members’ liquidity levels, which were primarily the result of recent growth in their deposits and reduced lending activity due to weak economic conditions.

	•		The Bank’s net income for the three and nine months ended September 30, 2010 was $27.4 million and $82.4 million, respectively, including net interest income of $54.7 million and $187.3 million, respectively, and $2.6 million and $28.1 million in net losses on derivatives and hedging activities, respectively. The Bank’s net interest income excludes net interest payments associated with economic hedge derivatives, which also contributed to the Bank’s overall income before assessments of $37.3 million and $112.1 million for the three and nine months ended September 30, 2010, respectively. Had the interest income on economic hedge derivatives been included in net interest income, both the Bank’s net interest income and its net losses on derivatives and hedging activities would have been higher by $4.9 million and $15.4 million for the three and nine months ended September 30, 2010, respectively.

	•		The Bank’s net interest income for the nine months ended September 30, 2010 was positively impacted by higher yields on the Bank’s portfolio of collateralized mortgage obligations (“CMOs”). During the year-to-date period, the Federal Home Loan Mortgage Corporation (“Freddie Mac”) and the Federal National Mortgage Association (“Fannie Mae”) repurchased delinquent loans from the mortgage pools underlying their guaranteed CMOs. The repayments resulting from these repurchases resulted in approximately $13.5 million of accelerated accretion of the purchase discounts associated with the Bank’s investments in certain of these securities during the first half of 2010. Such repurchases by Fannie Mae and Freddie Mac did not have a significant impact on the Bank’s net interest income during the three months ended September 30, 2010, nor are they expected to have a significant impact on the Bank’s net interest income during the fourth quarter of 2010.

	•		For the three and nine months ended September 30, 2010, the $2.6 million and $28.1 million, respectively, in net losses on derivatives and hedging activities included $4.9 million and $15.4 million, respectively, of net interest income on interest rate swaps accounted for as economic hedge derivatives, $6.3 million and $41.9 million, respectively, of net losses on economic hedge derivatives (excluding net interest settlements) and net ineffectiveness-related losses on fair value hedges of $1.2 million and $1.6 million, respectively.

			The net losses on the Bank’s economic hedge derivatives during the nine months ended September 30, 2010 were due largely to fair value losses of $40.9 million on its stand-alone interest rate caps.

	•		The Bank held $11.1 billion (notional) of interest rate swaps recorded as economic hedge derivatives with a net positive fair value of $23.0 million (excluding accrued interest) at September 30, 2010. If these swaps are held to maturity, these net unrealized gains will ultimately reverse in future periods in the form of unrealized losses. The timing of this reversal will depend on the relative level and volatility of future interest rates. In addition, as of September 30, 2010, the Bank held $3.7 billion (notional) of stand-alone interest rate cap agreements with a fair value of $10.6 million that hedge a portion of the interest rate risk posed by interest rate caps embedded in its CMO LIBOR floaters. If these agreements are held to maturity, the value of the caps will ultimately decline to zero and be recorded as a loss in net gains (losses) on derivatives and hedging activities in future periods.

	•		The Bank’s operating results for the three and nine months ended September 30, 2010 included credit-related other-than-temporary impairment charges of $0.4 million and $2.1 million, respectively, on certain of its investments in non-agency residential mortgage-backed securities. For a discussion of the Bank’s analysis, see “Item 1. Financial Statements” (specifically, Note 4 beginning on page 7 of this report). If the actual and/or projected performance of the loans underlying the Bank’s holdings of non-agency residential mortgage-backed securities deteriorates beyond its current expectations, the Bank could recognize further losses on the securities that it has already determined to be other-than-temporarily impaired and/or losses on its other investments in non-agency residential mortgage-backed securities. The Bank is currently unable to predict the impact, if any, that recent foreclosure moratoriums may have on the collectibility of its investments in non-agency residential mortgage-backed securities.

	•		The unpaid principal balance of the Bank’s investments in non-agency residential mortgage-backed securities, all of which are classified as held-to-maturity, totaled $432 million at September 30, 2010, compared with $515 million at December 31, 2009. The unrealized losses on these securities totaled $95.0 million (22 percent of amortized cost) at September 30, 2010, as compared to $135 million (26 percent of amortized cost) at December 31, 2009. Based on its quarter-end analysis of the 39 securities in this portfolio, the Bank believes that the unrealized losses were principally the result of liquidity risk related discounts in the non-agency residential mortgage-backed securities market and do not accurately reflect the actual historical or currently expected future credit performance of the securities.

	•		At all times during the first nine months of 2010, the Bank was in compliance with all of its regulatory capital requirements. In addition, the Bank’s retained earnings increased to $431.9 million at September 30, 2010 from $356.3 million at December 31, 2009.

	•		During the first nine months of 2010, the Bank paid dividends totaling $6.8 million; the Bank’s first, second and third quarter dividends were paid at an annualized rate of 0.375 percent, which exceeded the upper end of the Federal Reserve’s target for the federal funds rate of 0.25 percent for each of the preceding quarters by 12.5 basis points.

	•		While the Bank cannot predict how long the current economic conditions will continue, it expects that its lending activities may be reduced for some period of time. As advances are reduced, the Bank’s general practice is to repurchase capital stock in proportion to the reduction in the advances. As a result of the decrease in the Bank’s advances, total assets and capital stock, its future core earnings will likely be lower than they would have been otherwise. However, the Bank expects that its ability to adjust its capital levels in response to reductions in advances outstanding and the accumulation of retained earnings in recent years will help to mitigate the negative impact that these reductions would otherwise have on the Bank’s shareholders. While there can be no assurances, based on its current expectations the Bank anticipates that its earnings will be sufficient both to continue paying quarterly dividends at a rate equal to or slightly above the average federal funds rate and to continue building retained earnings for the foreseeable future.

Selected Financial Data

SELECTED FINANCIAL DATA

(dollars in thousands)


	2010									2009
	Third Quarter			Second Quarter			First Quarter			Fourth Quarter			Third Quarter
Balance sheet (at quarter end)
Advances	$	27,341,487		$	41,453,540		$	42,627,506		$	47,262,574		$	50,034,613
Investments ⁽¹⁾		19,385,091			12,813,354			14,854,980			13,491,819			15,511,389
Mortgage loans		222,365			235,469			248,721			259,857			272,533
Allowance for credit losses on mortgage loans		234			234			234			240			241
Total assets		51,644,281			57,063,342			58,696,797			65,092,076			67,261,344
Consolidated obligations — discount notes		3,301,048			6,070,294			5,626,659			8,762,028			10,727,576
Consolidated obligations — bonds		41,919,784			46,956,288			48,269,095			51,515,856			52,082,770
Total consolidated obligations⁽²⁾		45,220,832			53,026,582			53,895,754			60,277,884			62,810,346
Mandatorily redeemable capital stock⁽³⁾		6,894			7,787			7,579			9,165			8,646
Capital stock — putable		1,835,532			2,260,945			2,311,212			2,531,715			2,608,848
Retained earnings		431,890			406,608			369,485			356,282			317,818
Accumulated other comprehensive loss		(57,213	)		(62,207	)		(68,177	)		(65,965	)		(72,019	)
Total capital		2,210,209			2,605,346			2,612,520			2,822,032			2,854,647
Dividends paid⁽³⁾		2,109			2,264			2,386			1,091			1,267

Income statement (for the quarter)
Net interest income ⁽⁴⁾	$	54,686		$	68,409		$	64,185		$	51,040		$	33,510
Other income (loss)		(174	)		2,224			(25,133	)		19,986			14,386
Other expense		17,229			17,023			17,832			17,186			23,880
Assessments		9,892			14,223			5,631			14,285			6,373
Net income		27,391			39,387			15,589			39,555			17,643

Performance ratios
Net interest margin⁽⁵⁾		0.42	%		0.48	%		0.41	%		0.31	%		0.19	%
Return on average assets		0.21			0.28			0.10			0.24			0.10
Return on average equity		4.28			6.11			2.30			5.61			2.35
Return on average capital stock ⁽⁶⁾		4.99			7.00			2.58			6.22			2.59
Total average equity to average assets		4.80			4.57			4.42			4.29			4.28
Regulatory capital ratio⁽⁷⁾		4.40			4.69			4.58			4.45			4.36
Dividend payout ratio ⁽³⁾⁽⁸⁾		7.70			5.75			15.31			2.76			7.18

Average effective federal funds rate ⁽⁹⁾		0.19	%		0.19	%		0.13	%		0.12	%		0.16	%


⁽¹⁾		Investments consist of federal funds sold, interest-bearing deposits and securities classified as held-to-maturity, available-for-sale and trading.

⁽²⁾		The Bank is jointly and severally liable with the other FHLBanks for the payment of principal and interest on the consolidated obligations of all of the FHLBanks. At September 30, 2010, June 30, 2010, March 31, 2010, December 31, 2009 and September 30, 2009, the outstanding consolidated obligations (at par value) of all 12 FHLBanks totaled approximately $806 billion, $846 billion, $871 billion, $931 billion and $974 billion, respectively. As of those dates, the Bank’s outstanding consolidated obligations (at par value) were $44.8 billion, $52.7 billion, $53.5 billion, $59.9 billion and $62.4 billion, respectively.

⁽³⁾		Mandatorily redeemable capital stock represents capital stock that is classified as a liability under generally accepted accounting principles. Dividends on mandatorily redeemable capital stock are recorded as interest expense and excluded from dividends paid. Dividends paid on mandatorily redeemable capital stock totaled $7 thousand, $6 thousand, $8 thousand, $25 thousand and $35 thousand for the quarters ended September 30, 2010, June 30, 2010, March 31, 2010, December 31, 2009 and September 30, 2009, respectively.

⁽⁴⁾		Net interest income excludes the net interest income/expense associated with interest rate exchange agreements that do not qualify for hedge accounting. The net interest income associated with such agreements totaled $4.9 million, $2.1 million, $8.5 million, $14.6 million and $19.7 million for the quarters ended September 30, 2010, June 30, 2010, March 31, 2010, December 31, 2009 and September 30, 2009, respectively.

⁽⁵⁾		Net interest margin is net interest income as a percentage of average earning assets.

⁽⁶⁾		Return on average capital stock is derived by dividing net income by average capital stock balances excluding mandatorily redeemable capital stock.

⁽⁷⁾		The regulatory capital ratio is computed by dividing regulatory capital (the sum of capital stock — putable, mandatorily redeemable capital stock and retained earnings) by total assets at each quarter-end.

⁽⁸⁾		Dividend payout ratio is computed by dividing dividends paid by net income for each quarter.

⁽⁹⁾		Rates obtained from the Federal Reserve Statistical Release.

Legislative Developments

Dodd-Frank Wall Street Reform and Consumer Protection Act

On July 21, 2010, the President of the United States signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). The Dodd-Frank Act makes significant changes to a number of aspects of the regulation of financial institutions. As discussed below, the legislation affects or could affect the Bank and/or its members in a number of areas. Because the Dodd-Frank Act requires several entities (including the Board of Governors of the Federal Reserve System (the “Board of Governors”) and the SEC) to issue a number of regulations, orders and reports, the full effect of this legislation on the Bank and its activities will become known only after the required regulations, orders, and reports are issued and implemented.

Financial Stability

The Dodd-Frank Act establishes the Financial Stability Oversight Council (the “Council”). The voting members of the Council include the Director of the Finance Agency (the “Director”), the Secretary of the Treasury, the Chairman of the Board of Governors, the Comptroller of the Currency, the Director of the Bureau of Consumer Financial Protection (an entity established by the Dodd-Frank Act), the Chairman of the SEC, the Chairperson of the FDIC, the Chairperson of the Commodity Futures Trading Commission (the “CFTC”), the Chairman of the National Credit Union Administration Board, and an independent member appointed by the President of the United States (by and with the advice and consent of the Senate) having insurance expertise.

The Council may determine that a United States nonbank financial company shall be supervised by the Board of Governors, and be subject to prudential standards recommended by the Council and imposed by the Board of Governors, if the Council determines that material financial distress at the company, or the nature of the activities of the company, could pose a threat to the financial stability of the United States. A “United States nonbank financial company” is a company that is incorporated or organized under the laws of the United States or any state and predominantly engaged in financial activities (the legislation specifically exempts certain entities from the definition). The Council may also recommend to a bank holding company’s or nonbank financial company’s primary financial regulatory agency new or heightened standards and safeguards for a financial activity or practice conducted by the bank holding company or nonbank financial company if the Council determines that such activity or practice could create significant risk to the United States financial markets. The Dodd-Frank Act requires the Board of Governors to issue regulations to implement the above provisions of the legislation.

The Bank qualifies as a “United States nonbank financial company” as defined by the Dodd-Frank Act and, therefore, could be subject to the above provisions of the Dodd-Frank Act if the Council determines that the Bank or its activities could pose a threat to the financial stability of the United States. The Dodd-Frank Act specifically exempts FHLBanks from any concentration limits imposed by the Board of Governors with respect to a nonbank financial company’s credit exposure to any unaffiliated company that exceeds 25 percent of the capital stock and surplus of the company. The FHLBanks are also exempt from limitations on a company’s debt to equity ratio and certain leverage and risk-based capital requirements that the Board of Governors could potentially apply to a nonbank financial company.

The above provisions of the Dodd-Frank Act could also apply to members of the Bank that qualify as United States nonbank financial companies.

On October 6, 2010, the Council issued an advance notice of proposed rulemaking inviting public comment on the criteria that the Council should use to designate nonbank financial companies under the Dodd-Frank Act. Comments on the advance notice of proposed rulemaking could have been submitted to the Council through November 5, 2010.

Orderly Liquidation Authority

The Dodd-Frank Act creates a special insolvency regime to address the failure of a financial company that could have serious adverse effects on the United States economy. Pursuant to this regime (known as the “Orderly Liquidation Authority”), the FDIC would be appointed as receiver for the financial company. The Dodd-Frank Act

specifically exempts FHLBanks from the application of this provision. The provision could, however, be applied to certain of the Bank’s members. On October 19, 2010, the FDIC issued a proposed rule with request for comments to implement certain Orderly Liquidation Authority provisions of the Dodd-Frank Act. Comments on the proposed rule may be submitted to the FDIC through November 18, 2010.

Elimination of Office of Thrift Supervision

Effective one year after the date of enactment of the Dodd-Frank Act (unless the Secretary of the Treasury extends such date), the Dodd-Frank Act eliminates the Office of Thrift Supervision (the “OTS”). The Board of Governors will assume responsibility for regulating savings and loan holding companies, the Office of the Comptroller of the Currency will assume responsibility for regulating Federal savings associations and the FDIC will assume responsibility for regulating State savings associations. This provision will affect the regulation of the Bank’s members that are currently regulated by the OTS.

Federal Insurance Office

The Dodd-Frank Act establishes the Federal Insurance Office within the Department of the Treasury. The Federal Insurance Office shall have the authority, among other things, to monitor all aspects of the insurance industry, including identifying issues or gaps in the regulation of insurers that could contribute to a systemic crisis in the insurance industry or the United States financial system, and to consult with the states (including state insurance regulators) regarding insurance matters of national importance. The activities of the Federal Insurance Office could have an effect on the Bank’s members that are insurance companies to the extent that the recommendations of the Federal Insurance Office lead to further legislation applicable to insurance companies that are members of the Bank.

Prohibitions on Proprietary Trading

The Dodd-Frank Act prohibits certain banking entities (and any affiliate or subsidiary of any such entity) from engaging in proprietary trading. The legislation also requires that a nonbank financial company that is supervised by the Board of Governors be subject to additional capital requirements and additional quantitative limits with respect to proprietary trading. On October 6, 2010, the Council issued a request for information through public comment to assist the Council in conducting a study and formulating its recommendations regarding these provisions of the Dodd-Frank Act. Comments on the request for information could have been submitted to the Council through November 5, 2010.

The legislation allows the SEC and the CFTC to determine that the purchase, sale, acquisition or disposition of certain obligations, participations or other instruments, including those issued by a FHLBank, are permitted activities of a nonbank financial company and not subject to the additional capital and quantitative limits with respect to proprietary trading.

Regulation of Over-the Counter Swaps Markets

The Dodd-Frank Act authorizes the SEC and the CFTC to require designated swaps to be cleared through an exchange or regulated trading facility (unless there is none), with a limited exception for certain end users using swaps to hedge or mitigate commercial risk. A swap is defined very broadly in the legislation and includes all of the types of derivatives that the Bank uses to manage its interest rate risk. Swaps subject to the mandatory clearing requirement will also be required to be traded on an exchange or regulated trading facility, unless no exchange or regulated trading facility makes the swap available to trade. The Dodd-Frank Act also requires swap dealers and most major swap participants to register with the SEC or the CFTC. The SEC and the CFTC are required to promulgate regulations to implement these provisions of the legislation, including regulations to define further what agreements, contracts and transactions will be included in the definition of “swaps” and what entities will be classified as “major swap participants.”

On August 20, 2010, the SEC and the CFTC issued an advance notice of proposed rulemaking and request for comments to assist the SEC and the CFTC in further defining “swap” and “major swap participant,” as well as other terms the Dodd-Frank Act requires the SEC and the CFTC to further define. Comments on the advance notice of proposed rulemaking could have been submitted to the SEC or the CFTC through September 20, 2010. Until these

regulations are issued and implemented, the Bank will be unable to determine whether certain of its agreements, contracts and transactions will be deemed “swaps” or whether the Bank will be deemed a “major swap participant” (which would require it to register with the CFTC).

On October 14, 2010, the CFTC issued an interim final rule with request for comments for the reporting of information regarding swaps entered into before July 21, 2010 and whose terms had not expired as of that date. The final rule that the CFTC will promulgate regarding the reporting of information regarding these swaps is dependent in part on the definitions of “swap” and “major swap participant,” which, as discussed above, have not been finalized. In the interim, the CFTC issued the interim final rule to identify the appropriate counterparties for reporting purposes and to establish the information that should be preserved by counterparties until reporting can be effected. The interim final rule was effective October 14, 2010, and comments may be submitted to the CFTC through November 15, 2010.

On November 2, 2010, the CFTC published a proposed rule with request for comments proposing procedures for the CFTC to review swaps to determine whether the swaps are required to be cleared. Comments on the proposed rule may be submitted to the CFTC through January 3, 2011.

On November 3, 2010, the CFTC published a proposed rule with request for comments regarding the investment by futures commission merchants and derivatives clearing organizations of customer-segregated funds. Currently, the CFTC allows these funds to be invested in GSE securities that meet certain requirements, one requirement being that the GSE securities have the highest short-term rating of an NRSRO or one of the two highest long-term ratings of an NRSRO. The Dodd-Frank Act obligates federal agencies (such as the CFTC) to review their respective regulations and make appropriate amendments in order to decrease reliance on credit ratings. As part of this review, the CFTC is proposing to remove the requirement regarding the credit rating of GSE securities and instead only allow customer-segregated funds to be invested in GSE securities that are fully guaranteed as to principal and interest by the United States. Currently, GSE securities (such as FHLBank consolidated obligations) are not fully guaranteed as to principal and interest by the United States. Comments on the proposed rule may be submitted to the CFTC through December 3, 2010.

Investor Protections and Improvements to the Regulation of Securities

The Dodd-Frank Act establishes within the SEC the Investor Advisory Committee, which is charged with advising and consulting with the SEC on regulation of securities and initiatives to protect investor interest and promote investor confidence. The legislation increases the SEC’s enforcement authority in a number of areas. The Dodd-Frank Act also imposes a number of additional requirements on certain public companies with respect to corporate governance and executive compensation, some of which could apply to the Bank. The SEC is required to issue regulations to implement these provisions of the Dodd-Frank Act.

Bureau of Consumer Financial Protection

The Dodd-Frank Act establishes the Bureau of Consumer Financial Protection (the “Bureau”) as an independent bureau within the Federal Reserve System. The Bureau will regulate the offering and provision of consumer financial products or services under designated Federal consumer financial laws. Although the Bank will not be subject to regulation by the Bureau, the Bank’s members could be subject to the authority of the Bureau with respect to consumer financial products or services they offer.

Mortgage Reform and Anti-Predatory Lending

The Dodd-Frank Act imposes additional regulation on mortgage originators and residential mortgage loans, which could impact the Bank’s members that originate mortgages and the collateral that is pledged to the Bank by its members. The Bureau is responsible for implementing the majority of these provisions.

Other Legislative Developments

Letters of Credit to Guarantee Bonds

The Bank’s credit services include letters of credit issued or confirmed on behalf of members for a variety of purposes, including as credit support for bonds or other debt instruments. The Bank’s letters of credit and confirmations are generally considered federal guarantees under the Internal Revenue Code, with an exception for guarantees in connection with debt issuances to support certain housing programs. Before enactment of the HER Act, the Bank did not typically issue or confirm letters of credit to support bonds or other debt instruments where the interest on such instruments was purportedly exempt from federal income taxes, because such tax-exempt status could be lost if the instruments were “federally guaranteed” under the Internal Revenue Code.

The HER Act authorizes FHLBanks, subject to certain conditions, to issue a letter of credit or confirmation in connection with the original issuance of tax-exempt bonds during the period from enactment of the HER Act to December 31, 2010, and to renew or extend any such letter of credit or confirmation, without the bonds potentially losing their tax-exempt status. A FHLBank may issue such letter of credit or confirmation without regard to the purpose of the issuance of the bonds (i.e., the bonds do not have to be issued solely to support certain housing programs). Legislation has been introduced that would extend the Bank’s authority to issue such letters of credit beyond December 31, 2010.

Regulatory Developments

Directors’ Eligibility, Election, Compensation, and Expenses

On April 5, 2010, the Finance Agency promulgated a new regulation regarding FHLBank Directors’ eligibility, election, compensation, and expenses. The new regulation, which became effective on May 5, 2010, makes changes in two areas.

The first change amends the process by which successor FHLBank directors are chosen after a directorship is redesignated to a new state prior to the end of its term as a result of the annual designation of FHLBank directorships. Under the new regulation, the redesignation causes the original directorship to terminate and creates a new directorship to be filled by an election of the member institutions located in that state. The prior regulation deemed the redesignation to create a vacancy on the FHLBank’s board of directors, which would be filled by the FHLBank’s board of directors.

Second, the new regulation implements section 1202 of the HER Act by repealing the caps on annual compensation that can be paid to FHLBank directors and allowing each FHLBank to pay its directors reasonable compensation and expenses, subject to the authority of the Finance Agency’s Director to object to, and to prohibit prospectively, compensation and/or expenses that the Director determines are not reasonable.

Advisory Bulletin 2010-AB-01

On April 6, 2010, the Finance Agency issued Advisory Bulletin 2010-AB-01 (“AB 2010-01”) in order to clarify the guidance in Advisory Bulletin 2008-AB-02 (“AB 2008-02”) that limits the FHLBanks’ authority to purchase or to accept as collateral for advances certain nontraditional and subprime residential mortgage loans and mortgage-backed securities representing an interest in such loans unless such loans comply with the Interagency Guidance. “Interagency Guidance” means collectively the Interagency Guidance on Nontraditional Mortgage Product Risks, dated October 4, 2006, and Statement on Subprime Mortgage Lending, dated July 10, 2007, issued by the federal banking regulatory agencies. In AB 2010-01, the Finance Agency clarified a number of specific points with respect to the applicability of AB 2008-02.

AB 2008-02 provides that private-label mortgage-backed securities that were issued after July 10, 2007 can be included in calculating the amount of collateral available to secure advances to a member only if the underlying mortgages comply with all aspects of the Interagency Guidance. AB 2010-01 states that private-label mortgage-backed securities that were “either issued or acquired by a member after July 10, 2007 may be considered eligible collateral in calculating the amount of advances that can be made to a member only if the underlying mortgages

comply with all aspects of the [I]nteragency [G]uidance” (emphasis added). AB 2010-01 would appear to make the eligibility of securities issued on or before July 10, 2007 to serve as collateral for advances dependent upon the date the securities were acquired by the member. The Bank does not in all cases know the dates on which members acquired securities pledged to the Bank and, therefore, is unable to estimate the effect that the clarification in AB 2010-01 regarding eligible mortgage-backed securities might have on members’ borrowing capacity.

In AB 2010-01, the Finance Agency also addressed private-label mortgage-backed securities that are acquired through a merger with another financial institution. AB 2010-01 advises that eligible collateral obtained by a FHLBank member from another member through merger or acquisition will generally continue to qualify as eligible collateral, subject to consultation with the Finance Agency regarding the specific circumstances of the transaction.

In AB 2010-01, the Finance Agency also clarified that the issuance or acquisition date of a re-securitization of private-label mortgage-backed securities should generally be used to determine compliance with AB 2008-02 and the requirements regarding the underlying mortgages. An exception would be the re-securitizations of private-label mortgage-backed securities with a federal agency guaranty backed by the full faith and credit of the United States government, which would require a FHLBank to submit to the Finance Agency a new business activity notice that describes the structure and guaranty of the re-securitized securities.

Board of Directors of the Office of Finance

The Office of Finance (“OF”) is a joint office of the FHLBanks and, among other things, serves as their fiscal and servicing agent in connection with the issuance of consolidated obligations and prepares the combined financial reports (“CFRs”) of the FHLBank System. Until recently, the OF was governed by a board of directors that was comprised of two FHLBank presidents and one independent director. These three directors also served as the audit committee of the OF’s board of directors with the independent director serving as the chairman of such committee.

On May 3, 2010, the Finance Agency promulgated a new regulation that restructures the composition of the OF’s board of directors and audit committee, establishes certain other corporate governance requirements, directs the OF in preparing the CFRs to employ consistent accounting policies and procedures, and grants the OF’s audit committee authority under certain circumstances to require the FHLBanks to establish common accounting policies and procedures with respect to information submitted to the OF for preparation of the CFRs.

Under the new regulation, the OF’s board of directors is now comprised of 17 directors: the 12 FHLBank presidents, who serve ex officio, and 5 independent directors, who each serve five-year terms that are staggered so that not more than one independent directorship is scheduled to become vacant in any one year. Independent directors are limited to two consecutive full terms. Independent directors must be United States citizens; as a group, they must have substantial experience in financial and accounting matters; and they must not have any material relationship with any FHLBank or the OF.

The initial independent directors were nominated by the three members of the OF board of directors as it existed prior to the effective date of the regulation, after consultation with the FHLBanks, and appointed by the Finance Agency. The chair of the board of directors of the OF is chosen from among its independent directors and the vice chair is chosen from among all the directors of the OF. The initial chair and vice chair of the reconstituted OF board of directors were nominated by the three members of the OF board of directors as it existed prior to the effective date of the regulation, after consultation with the FHLBanks, and were appointed by the Finance Agency (the Bank’s President and Chief Executive Officer was appointed by the Finance Agency to serve as the initial vice chair). Following these appointments, the OF board of directors was reconstituted at an initial organizational meeting held on July 20, 2010.

Once the initial terms of the independent directors expire or otherwise become vacant, independent directors will be elected by a majority vote of members of the OF board of directors, subject to the Finance Agency’s review of, and non-objection to, each candidate. The Finance Agency reserves the right to appoint a person as an independent director if it determines that the person intended to be elected as an independent director by the board of directors of the OF is not (in the Finance Agency’s opinion) suitably qualified. When the terms of the persons initially appointed as chair and vice chair expire or otherwise become vacant, subsequent chairs and vice chairs will be chosen in each case by a majority vote of the board of directors of the OF, subject to the Finance Agency’s right to

reject any proposed chair or vice chair and to require the board of directors of the OF to select a replacement chair or vice chair.

The audit committee of the OF is comprised exclusively of the independent directors and has responsibility for overseeing the audit function of the OF and the preparation of the CFRs. For purposes of the CFRs, the audit committee shall ensure that the FHLBanks adopt consistent accounting policies and procedures to the extent necessary for the information submitted by the FHLBanks to the OF to be combined to create accurate and meaningful CFRs. The audit committee, in consultation with the Finance Agency, may establish common accounting policies and procedures for the information submitted by the FHLBanks to the OF for inclusion in the CFRs where it determines such information provided by the FHLBanks is inconsistent and that common accounting policies and procedures regarding that information are necessary to create accurate and meaningful CFRs. As permitted by the new regulation, the board of directors of the OF in place prior to the effective date of the new regulation performed the duties of the audit committee with respect to the CFR that covered the interim reporting period that ended on June 30, 2010. Thereafter, the new OF audit committee will perform these duties.

The new regulation also includes provisions affecting certain governance matters, including requirements that (i) the Finance Agency must approve the OF’s bylaws and the charter of its audit committee; (ii) the OF’s board of directors must hold at least six in-person meetings each year; and (iii) with respect to indemnification and corporate governance, the OF may select as its applicable law the jurisdiction of the OF’s location (Virginia), the Delaware General Corporation Law, or the Revised Model Business Corporation Act, as amended.

Finance Agency Statement on Certain Energy Retrofit Loan Programs

On July 6, 2010, the Finance Agency issued a statement regarding certain energy retrofit lending programs. Specifically, the statement addressed programs that grant the lien securing the retrofit loan priority over existing liens on the retrofitted property. The statement directed the FHLBanks to review their collateral policies in order to assure that pledged collateral is not adversely affected by energy retrofit lending programs where liens securing loans made under such programs are granted priority over existing liens on the retrofitted property.

Conservatorship and Receivership

The HER Act allows or requires the Director to appoint the Finance Agency as conservator or receiver for a FHLBank under certain circumstances specified in the HER Act. On July 9, 2010, the Finance Agency published a proposed rule with request for comment to establish a framework for conservatorship and receivership operations for a FHLBank. Comments on the proposed rule could have been submitted to the Finance Agency through September 7, 2010.

Private Transfer Fee Covenants

On August 16, 2010, the Finance Agency issued a notice of proposed guidance with request for comments regarding mortgages on properties encumbered by private transfer fee covenants. A private transfer fee covenant is attached to real property by the owner or another private party (frequently, the property developer) and requires a transfer fee payment to an identified third party (such as the property developer or its trustee, a homeowners association, an affordable housing group, or another community or non-profit organization) upon each resale of the property. The proposed guidance would prohibit the FHLBanks from (i) purchasing or investing in mortgages on properties encumbered by private transfer fee covenants, (ii) purchasing or investing in securities backed by mortgages on properties encumbered by private transfer fee covenants or (iii) holding as collateral for advances mortgages on properties encumbered by private transfer fee covenants. Comments on the proposed guidance could have been submitted to the Finance Agency through October 15, 2010.

Acceptance of FDIC Guarantee as Collateral for Advances

On August 23, 2010, the Finance Agency issued Regulatory Interpretation 2010-RI-03 (“RI 2010-03”) to address whether a FHLBank may accept a guarantee from the FDIC as collateral to secure advances outstanding to a member for which the FDIC has been appointed as receiver. RI 2010-03 concludes that a FHLBank may accept a FDIC guarantee of the timely repayment in full of all principal and interest due on particular advances as collateral for the outstanding advances, and that the FHLBank could release its lien on the collateral securing those advances and relinquish that collateral to the FDIC, acting in its capacity as the receiver for the member of the FHLBank.

Bridge Depository Institution as Member of a FHLBank

On August 23, 2010, the Finance Agency issued Regulatory Interpretation 2010-RI-04 (“RI 2010-04”) to address the FHLBank membership status of a bridge depository institution that is organized by the FDIC to temporarily carry on the business of a failed FHLBank member. RI 2010-04 concludes that a FHLBank may treat a bridge depository institution as continuing the membership of the failed member in order to facilitate the FDIC’s resolution of a failed member of the FHLBank.

Sharing of Information Regarding the FHLBanks

The HER Act requires the Director to promulgate regulations under which the Director will make available to each FHLBank information regarding the other FHLBanks that will better enable each FHLBank to assess its risk under the joint and several liability with respect to consolidated obligations. Exceptions to such disclosure are provided with respect to information that is proprietary.

On September 30, 2010, the Finance Agency published a proposed rule with request for comment to implement the above provisions of the HER Act. Pursuant to the proposed rule, the Finance Agency would periodically distribute to each FHLBank and to the OF the final reports of examination (or such portions thereof that the Finance Agency deems appropriate) of all other FHLBanks, as well as any other supervisory reports that the Finance Agency presents to the board of directors of a FHLBank. Prior to such distribution by the Finance Agency, a FHLBank could request that the Finance Agency not distribute particular information because the information is proprietary and the public interest requires that the information not be shared. Also, the proposed rule provides that the Finance Agency would not be waiving any privilege, limitation or restriction on further disclosure of any information the Finance Agency distributed pursuant to the proposed rule. Comments on the proposed rule may be submitted to the Finance Agency through November 29, 2010.

FHLBank Acceptance of FDIC or National Credit Union Administration Guaranteed Notes as Collateral and as Investments

On October 14, 2010, the Finance Agency issued guidance to the FHLBanks regarding their ability to accept FDIC or National Credit Union Administration (“NCUA”) guaranteed notes as collateral and as investments. Both the FDIC and the NCUA have issued a series of notes collateralized by various assets where timely payment of the principal and interest due on the notes is guaranteed by the FDIC or the NCUA, respectively. Both the FDIC and the NCUA represent that the guarantees supporting the notes are backed by the full faith and credit of the United States. The Finance Agency advised the FHLBanks that they could invest in the FDIC and NCUA guaranteed notes and accept the notes as collateral without filing a new business activity notice with the Finance Agency.

Financial Condition

The following table provides selected period-end balances as of September 30, 2010 and December 31, 2009, as well as selected average balances for the nine-month period ended September 30, 2010 and the year ended December 31, 2009. As shown in the table, the Bank’s total assets decreased by 20.7 percent (or $13.4 billion) between December 31, 2009 and September 30, 2010, due primarily to decreases of $19.9 billion and $2.1 billion in advances and held-to-maturity securities, respectively, which were partially offset by an increase of $8.9 billion in the Bank’s short-term liquidity holdings. As the Bank’s assets decreased, the funding for those assets also decreased. During the nine months ended September 30, 2010, total consolidated obligations decreased by $15.1 billion as consolidated obligation bonds and discount notes declined by $9.6 billion and $5.5 billion, respectively.

The activity in each of the major balance sheet captions is discussed in the sections following the table.

SUMMARY OF CHANGES IN FINANCIAL CONDITION
(dollars in millions)



	September 30, 2010								Balance at
			Increase (Decrease)						December 31,
	Balance		Amount			Percentage			2009
Advances	$	27,341	$	(19,922	)		(42.2)	%	$	47,263
Short-term liquidity holdings
Non-interest bearing excess cash balances ⁽¹⁾		4,500		900			25.0			3,600
Federal funds sold		6,060		3,997			193.7			2,063
Treasury bills		4,000		4,000			*			—
Held-to-maturity securities		9,320		(2,105	)		(18.4	)		11,425
Mortgage loans, net		222		(38	)		(14.6	)		260
Total assets		51,644		(13,448	)		(20.7	)		65,092
Consolidated obligations — bonds		41,920		(9,596	)		(18.6	)		51,516
Consolidated obligations — discount notes		3,301		(5,461	)		(62.3	)		8,762
Total consolidated obligations		45,221		(15,057	)		(25.0	)		60,278
Mandatorily redeemable capital stock		7		(2	)		(22.2	)		9
Capital stock		1,836		(696	)		(27.5	)		2,532
Retained earnings		432		76			21.3			356
Average total assets		57,176		(12,842	)		(18.3	)		70,018
Average capital stock		2,293		(456	)		(16.6	)		2,749
Average mandatorily redeemable capital stock		8		(48	)		(85.7	)		56


^*		The percentage increase is not meaningful.

⁽¹⁾		Represents excess cash held at the Federal Reserve Bank of Dallas. These amounts are classified as “Cash and due from banks” in the Bank’s statements of condition.

Advances

The following table presents advances outstanding, by type of institution, as of September 30, 2010 and December 31, 2009.

ADVANCES OUTSTANDING BY BORROWER TYPE
(par value, dollars in millions)


	September 30, 2010					December 31, 2009
	Amount		Percent			Amount		Percent
Commercial banks	$	21,197		80	%	$	41,924		89	%
Thrift institutions		3,775		14			3,249		7
Credit unions		1,293		5			1,347		3
Insurance companies		355		1			301		1


Total member advances		26,620		100			46,821		100

Housing associates		65		—			11		—
Non-member borrowers		60		—			76		—


Total par value of advances	$	26,745		100	%	$	46,908		100	%


Total par value of advances outstanding to CFIs	$	7,757		29	%	$	9,758		21	%

At September 30, 2010 and December 31, 2009, the carrying value of the Bank’s advances portfolio totaled $27.3 billion and $47.3 billion, respectively. The par value of outstanding advances at those dates was $26.7 billion and $46.9 billion, respectively.

During the first nine months of 2010, advances outstanding to the Bank’s ten largest borrowers decreased by $17.5 billion. Advances to Wells Fargo Bank South Central, National Association and Comerica Bank (the Bank’s two largest borrowers as of December 31, 2009) declined $13.8 billion and $3.0 billion, respectively, including prepayments totaling $10.3 billion and $2.0 billion, respectively, during the third quarter of 2010. The remaining decline in outstanding advances of $2.7 billion during the first nine months of 2010 was spread broadly across the Bank’s members. The Bank believes the decline in advances was due largely to increases in members’ liquidity levels, which were primarily the result of recent growth in their deposits and reduced lending activity due to weak economic conditions.

At September 30, 2010, advances outstanding to the Bank’s ten largest borrowers totaled $12.6 billion, representing 47.2 percent of the Bank’s total outstanding advances as of that date. In comparison, advances outstanding to the Bank’s ten largest borrowers totaled $30.1 billion at December 31, 2009, representing 64.2 percent of the total outstanding balances at that date. The following table presents the Bank’s ten largest borrowers as of September 30, 2010.

TEN LARGEST BORROWERS AS OF SEPTEMBER 30, 2010
(Par value, dollars in millions)


					Percent of
Name	City	State	Advances		Total Advances
Wells Fargo Bank South Central, National Association ⁽¹⁾	Houston	TX	$	4,498		16.8	%
Comerica Bank	Dallas	TX		3,000		11.2
Beal Bank Nevada ⁽²⁾	Las Vegas	NV		1,292		4.8
International Bank of Commerce	Laredo	TX		805		3.0
Southside Bank	Tyler	TX		670		2.5
First National Bank	Edinburg	TX		585		2.2
Arvest Bank	Rogers	AR		486		1.8
ViewPoint Bank	Plano	TX		476		1.8
Bank of Texas, N.A.	Dallas	TX		451		1.7
Bank of Albuquerque, N.A.	Albuquerque	NM		368		1.4


			$	12,631		47.2	%


⁽¹⁾		Formerly Wachovia Bank, FSB

⁽²⁾		Beal Bank Nevada is chartered in Nevada, but maintains its home office in Plano, TX.

The following table presents information regarding the composition of the Bank’s advances by remaining term to maturity as of September 30, 2010 and December 31, 2009.

COMPOSITION OF ADVANCES
(Dollars in millions)


	September 30, 2010					December 31, 2009
			Percentage					Percentage
	Balance		of Total			Balance		of Total
Fixed rate advances
Maturity less than one month	$	3,454		12.9	%	$	5,164		11.0	%
Maturity 1 month to 12 months		4,351		16.3			4,232		9.0
Maturity greater than 1 year		4,610		17.2			5,602		12.0
Fixed rate, amortizing		2,928		11.0			3,282		7.0
Fixed rate, putable		3,589		13.4			4,037		8.6

Total fixed rate advances		18,932		70.8			22,317		47.6

Floating rate advances
Maturity less than one month		501		1.9			11		—
Maturity 1 month to 12 months		5,199		19.4			5,052		10.8
Maturity greater than 1 year		2,113		7.9			19,528		41.6

Total floating rate advances		7,813		29.2			24,591		52.4

Total par value	$	26,745		100.0	%	$	46,908		100.0	%

The Bank is required by statute and regulation to obtain sufficient collateral from members to fully secure all advances. The Bank’s collateral arrangements with its members and the types of collateral it accepts to secure advances are described in the 2009 10-K. To ensure the value of collateral pledged to the Bank is sufficient to secure its advances, the Bank applies various haircuts, or discounts, to determine the value of the collateral against which members may borrow. From time to time, the Bank reevaluates the adequacy of its collateral haircuts under a range of stress scenarios to ensure that its collateral haircuts are sufficient to protect the Bank from credit losses on advances. In addition, as described in the 2009 10-K, the Bank reviews the financial condition of its depository institution members on at least a quarterly basis to identify any members whose financial condition indicates they might pose an increased credit risk and, as needed, takes appropriate action. The Bank has not experienced any credit losses on advances since it was founded in 1932 and, based on its credit extension and collateral policies, management currently does not anticipate any credit losses on advances. Accordingly, the Bank has not provided any allowance for losses on advances.

Short-Term Liquidity Portfolio

At September 30, 2010, the Bank’s short-term liquidity portfolio was comprised of $6.1 billion of unsecured overnight federal funds sold to domestic counterparties, $4.0 billion of U.S. Treasury Bills and $4.5 billion of non-interest bearing excess cash balances held at the Federal Reserve Bank of Dallas. At December 31, 2009, the Bank’s short-term liquidity portfolio was comprised of $2.1 billion of unsecured overnight federal funds sold to domestic counterparties and $3.6 billion of non-interest bearing excess cash balances held at the Federal Reserve Bank of Dallas. As of September 30, 2010, the Bank’s overnight federal funds sold consisted of $2.8 billion sold to counterparties rated double-A, $2.9 billion sold to counterparties rated single-A and $0.4 billion sold to counterparties rated triple-B. The credit ratings presented in the preceding sentence represent the lowest long-term rating assigned to the counterparty by Moody’s, S&P or Fitch Ratings, Ltd. (“Fitch”). The amount of the Bank’s short-term liquidity portfolio fluctuates in response to several factors, including the projected demand for advances, the timing and extent of advance prepayments, changes in the Bank’s deposit balances, the Bank’s pre-funding activities, changes in the returns provided by short-term investment alternatives relative to the Bank’s discount note funding costs, and the level of liquidity needed to satisfy Finance Agency requirements. (For a discussion of the Finance Agency’s liquidity requirements, see the section below entitled “Liquidity and Capital Resources.”) The increase in the Bank’s short-term liquidity portfolio as of September 30, 2010 was due in large part to the reinvestment of the proceeds from $10.3 billion of advances that were prepaid in late September 2010. The Bank’s short-term liquidity portfolio is expected to decline during the fourth quarter of 2010 as these funds are used to retire or repay debt.

Long-Term Investments

At September 30, 2010 and December 31 2009, the Bank’s long-term investment portfolio (at carrying value) was comprised of approximately $9.3 billion and $11.4 billion, respectively, of mortgage-backed securities (“MBS”), substantially all of which were LIBOR-indexed floating rate CMOs, and approximately $50 million and $60 million, respectively, of U.S. government guaranteed debentures. All of the Bank’s long-term investments were classified as held-to-maturity at both of these dates.

During the three months ended March 31, 2010, the Bank acquired (based on trade date) $1.1 billion of long-term investments, all of which were LIBOR-indexed floating rate CMOs issued by either Fannie Mae or Freddie Mac. The Bank did not acquire any long-term investments during the second and third quarters of 2010. During the nine months ended September 30, 2010, the proceeds from maturities and paydowns of long-term securities totaled approximately $3.2 billion.

Prior to June 30, 2008, the Bank was precluded from purchasing additional MBS if such purchase would cause the aggregate book value of its MBS holdings to exceed 300 percent of the Bank’s total regulatory capital (an amount equal to the Bank’s retained earnings plus amounts paid in for Class B stock, regardless of its classification as equity or liabilities for financial reporting purposes). On March 24, 2008, the Board of Directors of the Finance Board passed a resolution that authorized each FHLBank to temporarily invest up to an additional 300 percent of its total regulatory capital in agency mortgage securities, subject to certain restrictions regarding the MBS that could be acquired, as more fully described in the Bank’s 2009 10-K.

On April 23, 2008, the Bank’s Board of Directors authorized an increase in the Bank’s MBS investment authority of 100 percent of its total regulatory capital. In accordance with the provisions of the resolution and Advisory Bulletin 2008-AB-01, “Temporary Increase in Mortgage-Backed Securities Investment Authority” dated April 3, 2008, the Bank notified the Finance Board’s Office of Supervision on April 29, 2008 of its intent to exercise the new investment authority in an amount up to an additional 100 percent of capital. On June 30, 2008, the Office of Supervision approved the Bank’s submission, thereby raising the Bank’s MBS investment authority from 300 percent to 400 percent of its total regulatory capital.

The Bank’s expanded investment authority granted by this authorization expired on March 31, 2010. Accordingly, the Bank may no longer purchase additional mortgage securities if such purchases would cause the aggregate book value of its MBS holdings to exceed an amount equal to 300 percent of its total regulatory capital. However, the Bank is not required to sell any agency mortgage securities it purchased in accordance with the terms of the authorization.

At September 30, 2010, the Bank held $9.3 billion of MBS (at carrying value), which represented 407 percent of its total regulatory capital. Due to the expiration of the incremental MBS investment authority and shrinkage of its capital base due to reductions in member borrowings, the Bank does not currently anticipate that it will have the capacity to purchase additional MBS before 2012. Currently, the Bank has capacity under applicable policies and regulations to purchase certain other types of highly rated long-term investments and it may elect to purchase such securities if attractive opportunities to do so are available.

On July 23, 2010, the Bank’s Board of Directors approved an amendment to the Bank’s Risk Management Policy which removes the Bank’s authority to purchase non-agency (i.e., private-label) MBS. With the exception of one security acquired in October 2006, the Bank has not acquired any non-agency MBS since 2005.

The following table provides the unpaid principal balances of the Bank’s MBS portfolio, by coupon type, as of September 30, 2010 and December 31, 2009.

UNPAID PRINCIPAL BALANCE OF MORTGAGE-BACKED SECURITIES BY COUPON TYPE
(In millions of dollars)


	September 30, 2010						December 31, 2009
	Fixed		Variable				Fixed		Variable
	Rate		Rate		Total		Rate		Rate		Total
U.S. government guaranteed obligations	$	—	$	21	$	21	$	—	$	24	$	24
Government-sponsored enterprises		3		8,974		8,977		3		10,985		10,988
Non-agency residential MBS
Prime⁽¹⁾		—		353		353		—		423		423
Alt-A⁽¹⁾		—		79		79		—		92		92
Prime non-agency CMBS⁽¹⁾⁽²⁾		15		—		15		56		—		56


Total MBS	$	18	$	9,427	$	9,445	$	59	$	11,524		$11,583


⁽¹⁾		Reflects the label assigned to the securities at the time of issuance.

⁽²⁾		CMBS = Commercial mortgage-backed securities.

Gross unrealized losses on the Bank’s MBS investments decreased from $188 million at December 31, 2009 to $99 million at September 30, 2010. The following table sets forth the unrealized losses on the Bank’s MBS portfolio as of September 30, 2010 and December 31, 2009.

GROSS UNREALIZED LOSSES ON MBS PORTFOLIO
(dollars in millions)


	September 30, 2010					December 31, 2009
	Gross		Unrealized Losses			Gross		Unrealized Losses
	Unrealized		as Percentage of			Unrealized		as Percentage of
	Losses		Amortized Cost			Losses		Amortized Cost

Government-sponsored enterprises	$	4		0.1	%	$	53		0.5	%
Non-agency residential MBS		95		22.3	%		135		26.5	%


	$	99				$	188

The Bank evaluates outstanding held-to-maturity securities in an unrealized loss position as of the end of each quarter for other-than-temporary impairment (“OTTI”). An investment security is impaired if the fair value of the investment is less than its amortized cost. For a summary of the Bank’s OTTI evaluation, see “Item 1. Financial Statements” (specifically, Note 4 beginning on page 7 of this report).

As of September 30, 2010, the gross unrealized losses on the Bank’s holdings of non-agency residential MBS (“RMBS”) totaled $95.0 million, which represented 22 percent of the securities’ amortized cost at that date. The deterioration in the U.S. housing markets that began in 2007, as reflected by declines in the values of residential real estate and higher levels of delinquencies, defaults and losses on residential mortgages, including the mortgages underlying the Bank’s non-agency RMBS, has generally elevated the risk that the Bank may not ultimately recover the entire cost bases of some of its non-agency RMBS. Although this risk remains somewhat elevated, based on its analysis of the securities in this portfolio, the Bank believes that the unrealized losses as of September 30, 2010 were principally the result of liquidity risk related discounts in the non-agency RMBS market and do not accurately reflect the actual historical or currently likely future credit performance of the securities.

All of the Bank’s held-to-maturity securities are rated by one or more of the following NRSROs: Moody’s, S&P and/or Fitch. With the exception of certain of its non-agency RMBS, none of these organizations had rated any of the securities held by the Bank lower than the highest investment grade credit rating at September 30, 2010. The following table presents the credit ratings assigned to the Bank’s non-agency RMBS as of September 30, 2010 (dollars in thousands). The credit ratings presented in the table represent the lowest rating assigned to the security by Moody’s, S&P or Fitch.

NON-AGENCY RMBS BY CREDIT RATING
(dollars in thousands)


			Unpaid						Estimated
	Number of		Principal		Amortized		Carrying		Fair		Unrealized
Credit Rating	Securities		Balance		Cost		Value		Value		Losses
Triple-A		19	$	152,599	$	152,619	$	152,619	$	141,364	$	11,255
Double-A		4		34,124		34,124		34,124		27,725		6,399
Single-A		1		6,712		6,712		6,712		4,287		2,425
Triple-B		6		75,613		75,452		62,414		48,053		27,399
Double-B		4		37,056		37,034		26,379		23,194		13,840
Single-B		4		83,649		81,068		57,836		52,860		28,208
Double-C		1		41,785		38,457		27,594		33,006		5,451

Total		39	$	431,538	$	425,466	$	367,678	$	330,489	$	94,977

The following table presents the securities in the table above that were on negative watch as of September 30, 2010.

NON-AGENCY RMBS ON NEGATIVE WATCH
(dollars in thousands)


	Number of				Estimated Fair
Credit Rating	Securities		Carrying Value		Value
Triple-A		8	$	48,880	$	43,611
Double-A		4		34,124		27,725
Triple-B		5		52,008		40,991
Double-B		2		12,677		14,793
Single-B		1		10,386		10,701

Total		20	$	158,075	$	137,821

None of the Bank’s non-agency RMBS holdings were downgraded during the period from October 1, 2010 through November 5, 2010.

At September 30, 2010, the Bank’s portfolio of non-agency RMBS was comprised of 39 securities with an aggregate unpaid principal balance of $432 million: 20 securities with an aggregate unpaid principal balance of $205 million are backed by first lien fixed rate loans and 19 securities with an aggregate unpaid principal balance of $227 million are backed by first lien option adjustable-rate mortgage (“option ARM”) loans. In comparison, as of December 31, 2009, the Bank’s non-agency RMBS portfolio had an aggregate unpaid principal balance of $515 million (the securities backed by fixed rate loans had an aggregate unpaid principal balance of $267 million while the securities backed by option ARM loans had an aggregate unpaid principal balance of $248 million). The following table provides a summary of the Bank’s non-agency RMBS as of September 30, 2010 by classification, collateral type and year of securitization (the Bank does not hold any MBS that were labeled as subprime at the time of issuance).

NON-AGENCY RMBS BY UNDERLYING COLLATERAL TYPE
(dollars in millions)




											Weighted			Credit Enhancement Statistics
			Unpaid								Average			Current			Original
	Number of		Principal		Amortized		Estimated		Unrealized		Collateral			Weighted			Weighted			Minimum
Classification and Year of Securitization	Securities		Balance		Cost		Fair Value		Losses		Delinquency ⁽¹⁾⁽²⁾			Average ⁽¹⁾⁽³⁾			Average ⁽¹⁾			Current⁽⁴⁾
Prime⁽⁵⁾
Fixed Rate Collateral
2006		1	$	42	$	38	$	33	$	5		14.40	%		8.01	%		8.89	%		8.01	%
2004		4		18		18		17		1		2.51	%		21.46	%		5.78	%		19.53	%
2003		10		103		103		97		6		1.28	%		6.84	%		3.94	%		5.20	%
2002 and prior		1		1		1		—		1		0.00	%		38.38	%		2.00	%		38.38	%

		16		164		160		147		13		4.78	%		8.82	%		5.41	%		5.20	%


Option ARM Collateral
2005		15		177		176		119		57		30.20	%		46.86	%		43.16	%		26.76	%
2004		2		12		12		8		4		27.95	%		34.20	%		29.92	%		32.13	%

		17		189		188		127		61		30.05	%		46.03	%		42.28	%		26.76	%

Total prime		33		353		348		274		74		18.33	%		28.78	%		25.19	%		5.20	%

Alt-A⁽⁵⁾
Fixed Rate Collateral
2005		1		27		27		19		8		10.28	%		10.07	%		6.84	%		10.07	%
2004		1		5		5		5		—		10.47	%		30.68	%		6.85	%		30.68	%
2002 and prior		2		9		9		9		—		6.55	%		20.54	%		4.55	%		17.21	%

		4		41		41		33		8		9.46	%		14.87	%		6.33	%		10.07	%


Option ARM Collateral
2005		2		38		36		23		13		44.95	%		41.32	%		39.62	%		34.92	%

Total Alt-A		6		79		77		56		21		26.48	%		27.55	%		22.29	%		10.07	%


Total non-agency RMBS		39	$	432	$	425	$	330	$	95		19.84	%		28.55	%		24.65	%		5.20	%


Total Fixed Rate Collateral		20	$	205	$	201	$	180	$	21		5.73	%		10.05	%		5.60	%		5.20	%
Total Option ARM Collateral		19		227		224		150		74		32.55	%		45.24	%		41.84	%		26.76	%


Total non-agency RMBS		39	$	432	$	425	$	330	$	95		19.84	%		28.55	%		24.65	%		5.20	%


⁽¹⁾		Weighted average percentages are computed based upon unpaid principal balances.

⁽²⁾		Collateral delinquency reflects the percentage of underlying loans that are 60 or more days past due, including loans in foreclosure and real estate owned; as of September 30, 2010, actual cumulative loan losses in the pools of loans underlying the Bank’s non-agency RMBS portfolio ranged from 0 percent to 6.70 percent.

⁽³⁾		Current credit enhancement percentages reflect the ability of subordinated classes of securities to absorb principal losses and interest shortfalls before the senior classes held by the Bank are impacted (i.e., the losses, expressed as a percentage of the outstanding principal balances, that could be incurred in the underlying loan pools before the securities held by the Bank would be impacted, assuming that all of those losses occurred on the measurement date). Depending upon the timing and amount of losses in the underlying loan pools, it is possible that the senior classes held by the Bank could bear losses in scenarios where the cumulative loan losses do not exceed the current credit enhancement percentage.

⁽⁴⁾		Minimum credit enhancement reflects the security in each vintage year with the lowest current credit enhancement.

⁽⁵⁾		Reflects the label assigned to the securities at the time of issuance.

The geographic concentration by state of the loans underlying the Bank’s non-agency RMBS as of December 31, 2009 is provided in the Bank’s 2009 10-K. There were no substantial changes in these concentrations during the nine months ended September 30, 2010.

The Bank performed a cash flow analysis for each of its non-agency RMBS holdings as of September 30, 2010 under a base case (or best estimate) scenario. The procedures used in this analysis, together with the results thereof, are summarized in “Item 1. Financial Statements” (specifically, Note 4 beginning on page 7 of this report).

In addition to evaluating its non-agency RMBS under a best estimate scenario, the Bank also performed a cash flow analysis for each of these securities under a more stressful housing price scenario. The more stressful scenario was based on a housing price forecast that was 5 percentage points lower at the trough than the base case scenario followed by a flatter recovery path. Under the more stressful scenario, current-to-trough home price declines were projected to range from 5 percent to 15 percent over the 3- to 9-month period beginning July 1, 2010. Thereafter, home prices were projected to increase 0 percent in each of the first and second years, 1 percent in the third year, 2 percent in each of the fourth and fifth years and 3 percent in each subsequent year.

As set forth in the table below, under the more stressful housing price scenario, 11 of the Bank’s non-agency RMBS would have been deemed to be other-than-temporarily impaired as of September 30, 2010 (as compared to 2 securities in the Bank’s base case scenario as of that date). The stress test scenario and associated results do not represent the Bank’s current expectations and therefore should not be construed as a prediction of the actual performance of these securities. Rather, the results from this hypothetical stress test scenario provide a measure of the credit losses that the Bank might incur if home price declines (and subsequent recoveries) are more adverse than those projected in its OTTI assessment.

NON-AGENCY RMBS STRESS-TEST SCENARIO
(dollars in thousands)


										Credit Losses		Hypothetical
										Recorded		Credit
				Unpaid						in Earnings		Losses Under					Current
	Year of		Collateral	Principal		Carrying		Fair		During the		Stress-Test		Collateral			Credit
	Securitization		Type	Balance		Value		Value		Third Quarter		Scenario ⁽²⁾		Delinquency⁽³⁾			Enhancement ⁽⁴⁾
Prime
Security #2		2005	Option ARM	$	18,705	$	9,673	$	11,740	$	—	$	305		45.4	%		49.9	%
Security #3		2006	Fixed Rate		41,785		27,594		33,006		208		1,237		14.4	%		8.0	%
Security #4		2005	Option ARM		12,918		6,807		7,556		—		—		19.9	%		47.3	%
Security #6		2005	Option ARM		18,242		10,386		10,701		171		172		24.1	%		26.8	%
Security #7		2004	Option ARM		6,960		4,123		4,283		—		139		22.3	%		32.1	%
Security #8		2005	Option ARM		10,530		6,279		6,445		—		231		21.0	%		45.4	%
Security #9		2005	Option ARM		4,649		3,004		3,054		—		—		26.3	%		44.4	%
Security #10		2004	Option ARM		5,487		5,487		3,396		—		45		35.1	%		36.8	%
Security #12		2005	Option ARM		6,712		6,712		4,287		—		37		39.7	%		47.3	%
Security #13		2005	Option ARM		8,215		8,215		5,004		—		46		39.0	%		44.9	%

Total prime					134,203		88,280		89,472		379		2,212


Alt-A⁽¹⁾
Security #1		2005	Option ARM		16,720		7,555		10,069		—		804		42.7	%		34.9	%
Security #5		2005	Option ARM		21,463		12,666		12,612		—		512		46.7	%		46.3	%
Security #11		2005	Fixed Rate		27,225		27,229		19,479		—		1		10.3	%		10.1	%

Total Alt-A					65,408		47,450		42,160		—		1,317

				$	199,611	$	135,730	$	131,632	$	379	$	3,529


⁽¹⁾		Security #1, Security #5 and Security #11 are the only securities presented in the table above that were labeled as Alt-A at the time of issuance; however, based upon their current collateral or performance characteristics, all of the securities presented in the table above were analyzed using Alt-A assumptions.

⁽²⁾		Represents the credit losses that would have been recorded in earnings during the quarter ended September 30, 2010 if the more stressful housing price scenario had been used in the Bank’s OTTI assessment as of September 30, 2010.

⁽³⁾		Collateral delinquency reflects the percentage of underlying loans that are 60 or more days past due, including loans in foreclosure and real estate owned; as of September 30, 2010, actual cumulative loan losses in the pools of loans underlying the securities presented in the table ranged from 0.94 percent to 6.70 percent.

⁽⁴⁾		Current credit enhancement percentages reflect the ability of subordinated classes of securities to absorb principal losses and interest shortfalls before the senior classes held by the Bank are impacted (i.e., the losses, expressed as a percentage of the outstanding principal balances, that could be incurred in the underlying loan pools before the securities held by the Bank would be impacted, assuming that all of those losses occurred on the measurement date). Depending upon the timing and amount of losses in the underlying loan pools, it is possible that the senior classes held by the Bank could bear losses in scenarios where the cumulative loan losses do not exceed the current credit enhancement percentage.

In addition to its holdings of non-agency RMBS, as of September 30, 2010, the Bank held one non-agency commercial MBS with an unpaid principal balance, amortized cost and estimated fair value approximating $15 million. This security was issued in 2000. As of September 30, 2010, the security’s collateral delinquency (the percentage of underlying loans that are 60 or more days past due, including loans in foreclosure and real estate owned) was 4.83 percent; at this same date, the current credit enhancement approximated 50.62 percent.

While substantially all of its MBS portfolio is comprised of CMOs with floating rate coupons ($9.4 billion par value at September 30, 2010) that do not expose the Bank to interest rate risk if interest rates rise moderately, such securities include caps that would limit increases in the floating rate coupons if short-term interest rates rise above the caps. In addition, if interest rates rise, prepayments on the mortgage loans underlying the securities would likely decline, thus lengthening the time that the securities would remain outstanding with their coupon rates capped. As of September 30, 2010, the effective interest rate caps on one-month LIBOR (the interest cap rate minus the stated spread on the coupon) embedded in the CMO floaters ranged from 6.0 percent to 15.3 percent. The largest concentration of embedded effective caps ($7.8 billion) was between 6.0 percent and 7.0 percent. As of September 30, 2010, one-month LIBOR rates were approximately 574 basis points below the lowest effective interest rate cap embedded in the CMO floaters. To hedge a portion of the potential cap risk embedded in these securities, the Bank held (i) $2.7 billion of interest rate caps with remaining maturities ranging from 39 months to 60 months as of September 30, 2010, and strike rates ranging from 6.00 percent to 6.75 percent and (ii) four forward-starting interest rate caps, each of which has a notional amount of $250 million. Two of the forward-starting caps have terms that commence in June 2012; these forward-starting caps mature in June 2015 and June 2016 and have strike rates of 6.50 percent and 7.00 percent, respectively. The other two forward-starting caps have terms that commence in October 2012; these forward-starting caps mature in October 2014 and October 2015 and have strike rates of 6.50 percent and 7.00 percent, respectively. If interest rates rise above the strike rates specified in these interest rate cap agreements, the Bank will be entitled to receive interest payments according to the terms and conditions of such agreements. Such payments would be based upon the notional amounts of those agreements and the difference between the specified strike rate and either one-month or three-month LIBOR.

The Bank purchased five new stand-alone interest rate cap agreements with an aggregate notional amount of $950 million during the three months ended September 30, 2010. The premiums paid for these caps totaled $2.9 million. No other interest rate caps were purchased during the nine months ended September 30, 2010. During the three months ended June 30, 2010, the Bank sold three interest rate caps with an aggregate notional amount of $750 million; proceeds from these sales totaled $1.4 million. These caps were sold as their maturities were nearing and the likelihood that interest rates would rise above the strike rates specified in such agreements was considered remote during their remaining terms. During the three months ended September 30, 2010, the Bank sold an additional interest rate cap with a notional amount of $250 million, an effective date of October 15, 2012 and a maturity date of October 15, 2015; proceeds from this sale totaled $1.1 million. This forward-starting, one-month LIBOR indexed cap was simultaneously replaced with one of the five three-month LIBOR indexed caps discussed above; the Bank paid a $1.0 million premium for the replacement cap. The replacement cap was effective on October 15, 2010 and is scheduled to mature on October 15, 2015. No other interest rate caps were sold during the nine months ended September 30, 2010.

The following table provides a summary of the notional amounts, strike rates and expiration periods of the Bank’s current portfolio of stand-alone CMO-related interest rate cap agreements.

SUMMARY OF CMO-RELATED INTEREST RATE CAP AGREEMENTS
(dollars in millions)


Expiration	Notional Amount		Strike Rate
First quarter 2014	$	500		6.00	%
First quarter 2014		500		6.50	%
Third quarter 2014		700		6.50	%
Fourth quarter 2014		250		6.00	%
Fourth quarter 2014 ⁽¹⁾		250		6.50	%
First quarter 2015		150		6.75	%
Second quarter 2015 ⁽²⁾		250		6.50	%
Third quarter 2015		150		6.75	%
Third quarter 2015		200		6.50	%
Fourth quarter 2015		250		6.00	%
Fourth quarter 2015 ⁽¹⁾		250		7.00	%
Second quarter 2016 ⁽²⁾		250		7.00	%


	$	3,700


⁽¹⁾		These caps are effective beginning in October 2012.

⁽²⁾		These caps are effective beginning in June 2012.

Consolidated Obligations and Deposits

As of September 30, 2010, the carrying values of the Bank’s consolidated obligation bonds and discount notes totaled $41.9 billion and $3.3 billion, respectively. At that date, the par value of the Bank’s outstanding bonds was $41.5 billion and the par value of the Bank’s outstanding discount notes was $3.3 billion. In comparison, at December 31, 2009, the carrying values of consolidated obligation bonds and discount notes totaled $51.5 billion and $8.8 billion, respectively, and the par values of the Bank’s outstanding bonds and discount notes totaled $51.2 billion and $8.8 billion, respectively.

During the nine months ended September 30, 2010, the Bank’s outstanding consolidated obligation bonds (at par value) decreased by $9.6 billion due primarily to decreases in the Bank’s outstanding advances. The following table presents the composition of the Bank’s outstanding bonds at September 30, 2010 and December 31, 2009.

COMPOSITION OF BONDS OUTSTANDING
(Par value, dollars in millions)


	September 30, 2010					December 31, 2009
			Percentage					Percentage
	Balance		of Total			Balance		of Total
Single-index floating rate	$	21,688		52.2	%	$	20,560		40.2	%
Fixed rate, non-callable		15,859		38.2			23,371		45.7
Callable step-up		2,234		5.4			3,473		6.8
Fixed rate, callable		1,675		4.0			3,277		6.4
Callable step-down		75		0.2			125		0.2
Conversion		10		—			365		0.7

Total par value	$	41,541		100.0	%	$	51,171		100.0	%

During the first quarter of 2010, a significant portion of the Bank’s funding needs were met through the issuance of discount notes and one-month LIBOR-indexed floating rate bonds. The Bank relied upon floating rate bonds during the first quarter in part because they were more readily available in larger volumes as compared to some of the Bank’s other traditional sources of LIBOR-indexed funds, such as swapped callable debt and short-maturity fixed rate, non-callable debt. Furthermore, through the issuance of the one-month LIBOR floating rate bonds, the Bank was able to maintain (and based on its then existing projections, expected to maintain in the near future) approximately equal balances of one-month LIBOR indexed assets and liabilities (including the effects of LIBOR basis swaps). The proceeds from the issuance of discount notes were generally used to fund shorter maturity assets such as money market investments and short-maturity advances.

During the second quarter of 2010, a significant portion of the Bank’s funding needs were met through the issuance of swapped fixed rate non-callable bonds, LIBOR-indexed floating rate bonds, swapped discount notes, and swapped floating rate bonds indexed to the daily federal funds rate. Due to concerns regarding the extent of the European sovereign debt problems, investors increased their demand for short-maturity high-quality debt, including FHLBank consolidated obligations. These concerns also led to an increase in LIBOR spot rates and a widening of interest rate swap spreads relative to debt spreads tied to high-quality benchmarks, including FHLBank consolidated obligations. The increased demand by investors for short-maturity consolidated obligations coupled with the widening in interest rate swap spreads enabled the Bank to issue two- and three-year fixed rate non-callable debt and convert them to favorable LIBOR-based costs through the use of interest rate swaps. Additionally, the spread between the rates on various money market instruments and LIBOR widened to an extent that the Bank was able to issue and interest rate swap federal fund floater bonds and discount notes at attractive spreads to LIBOR.

Investors’ demand for short-maturity, high-quality debt remained high during the third quarter of 2010, while interest rate swap spreads contracted during this period. Swapped funding costs for the FHLBank System improved slightly during the third quarter of 2010 relative to the second quarter of 2010. Due to the decrease in outstanding advances, the Bank’s funding needs declined substantially during the third quarter of 2010, with only approximately $1.2 billion of consolidated obligation bonds issued during this period. The majority of these funding needs were met through the issuance of swapped fixed rate callable bonds, including step-up bonds.

The average LIBOR cost (including the impact of associated interest rate swaps) of the consolidated obligation bonds issued by the Bank was approximately LIBOR minus 19 basis points during the fourth quarter of 2009, approximately LIBOR minus 16 basis points during the first quarter of 2010, approximately LIBOR minus 17 basis points during the second quarter of 2010 and approximately LIBOR minus 25 basis points during the third quarter of 2010. The weighted average cost of consolidated obligation bonds issued by the Bank increased in the first quarter of 2010 as compared to the fourth quarter of 2009 due to a variety of factors including the availability of other high credit grade debt such as sovereign debt, the compression in interest rate swap spreads relative to high credit grade debt, and the conclusion of the Federal Reserve’s agency debt purchase program. The increased issuance of floating rate bonds, which typically bear a higher LIBOR cost than the LIBOR cost that results from converting structured debt such as callable bonds to LIBOR, also contributed to the Bank’s increased debt costs during the first quarter. The slight improvement in the average LIBOR cost of the consolidated obligation bonds issued by the Bank during the second quarter of 2010 was largely attributable to the increase in investor demand for short-term agency debt and the widening of swap spreads discussed above. The improvement in the average LIBOR cost of the consolidated obligation bonds issued by the Bank during the third quarter of 2010 was largely attributable to the issuance of primarily swapped callable fixed rate step-up bonds, which typically bear a lower LIBOR cost when compared to other sources of LIBOR-based funding.

As discussed in the 2009 10-K, on March 4, 2010, the SEC issued amendments to its rules promulgated under the Investment Company Act of 1940, which govern money market funds. These amendments limit the amount of FHLBank consolidated obligations with remaining maturities greater than 60 days that a money market fund can hold. The requirements imposed by the amendments became effective on various dates during the second quarter of 2010. Traditionally, money market funds have been significant investors in FHLBank consolidated obligations. The weighted average number of days to maturity of taxable money market funds contracted from 44 days at the end of the first quarter of 2010 to 36 days at the end of the second quarter of 2010, which was the lowest weighted average number of days in 18 months, before returning to 44 days at the end of the third quarter of 2010. At this time, the Bank has not yet conclusively determined the effect that the amendments will have on its ability to issue consolidated obligations on favorable terms.

Demand and term deposits were $1.0 billion and $1.5 billion at September 30, 2010 and December 31, 2009, respectively. The size of the Bank’s deposit base varies as market factors change, including the attractiveness of the Bank’s deposit pricing relative to the rates available to members on alternative money market investments, members’ investment preferences with respect to the maturity of their investments, and member liquidity.

Capital

The Bank’s outstanding capital stock (excluding mandatorily redeemable capital stock) was approximately $1.8 billion and $2.5 billion at September 30, 2010 and December 31, 2009, respectively. The Bank’s average outstanding capital stock (excluding mandatorily redeemable capital stock) decreased from $2.7 billion for the year ended December 31, 2009 to $2.3 billion for the nine months ended September 30, 2010. The decrease in outstanding capital stock from December 31, 2009 to September 30, 2010 was attributable primarily to a decline in members’ activity-based investment requirements resulting from the decline in outstanding advances balances.

Mandatorily redeemable capital stock outstanding at September 30, 2010 and December 31, 2009 was $6.9 million and $9.2 million, respectively. Although mandatorily redeemable capital stock is excluded from capital (equity) for financial reporting purposes, such stock is considered capital for regulatory purposes.

Members are required to maintain an investment in Class B stock equal to the sum of a membership investment requirement and an activity-based investment requirement. There were no changes in the investment requirement percentages during the nine months ended September 30, 2010.

Periodically, the Bank repurchases a portion of members’ excess capital stock. Excess stock is defined as the amount of stock held by a member (or former member) in excess of that institution’s minimum investment requirement. The portion of members’ excess capital stock subject to repurchase is known as surplus stock. The Bank generally repurchases surplus stock on the last business day of the month following the end of each calendar quarter (e.g., January 31, April 30, July 31 and October 31). For the repurchases that occurred on January 29, 2010, April 30, 2010 and July 30, 2010, surplus stock was defined as the amount of stock held by a member in excess of 120 percent of the member’s minimum investment requirement. For the repurchase that occurred on October 29, 2010, surplus stock was defined as the amount of stock held by a member in excess of 105 percent of the member’s minimum investment requirement. The Bank’s practice has been that a member’s surplus stock will not be repurchased if the amount of that member’s surplus stock is $250,000 or less or if, subject to certain exceptions, the member is on restricted collateral status. From time to time, the Bank may modify the definition of surplus stock or the timing and/or frequency of surplus stock repurchases.

The following table sets forth the repurchases of surplus stock that have occurred since December 31, 2009, none of which was classified as mandatorily redeemable capital stock at the dates of repurchase.


Date of Repurchase	Shares		Amount of
by the Bank	Repurchased		Repurchase
January 29, 2010		1,065,595	$	106,560
April 30, 2010		704,308		70,431
July 30, 2010		513,708		51,371
October 29, 2010		1,322,278		132,228

The following table presents outstanding capital stock, by type of institution, as of September 30, 2010 and December 31, 2009.

CAPITAL STOCK OUTSTANDING BY INSTITUTION TYPE
(dollars in millions)


	September 30, 2010					December 31, 2009
	Amount		Percent			Amount		Percent
Commercial banks	$	1,476		80	%	$	2,200		87	%
Thrifts		227		12			213		8
Credit unions		106		6			96		4
Insurance companies		26		2			23		1


Total capital stock classified as capital		1,835		100			2,532		100

Mandatorily redeemable capital stock		7		—			9		—


Total regulatory capital stock	$	1,842		100	%	$	2,541		100	%

At September 30, 2010 and December 31, 2009, the Bank’s ten largest shareholders held $0.7 billion and $1.4 billion, respectively, of capital stock, which represented 40.9 percent and 53.4 percent, respectively, of the Bank’s total outstanding capital stock (including mandatorily redeemable capital stock) as of those dates. The following table presents the Bank’s ten largest shareholders as of September 30, 2010.

TEN LARGEST SHAREHOLDERS AS OF SEPTEMBER 30, 2010
(Dollars in thousands)


					Percent of
			Capital		Total
Name	City	State	Stock		Capital Stock
Wells Fargo Bank South Central, National Association⁽¹⁾	Houston	TX	$	343,381		18.6	%
Comerica Bank	Dallas	TX		148,215		8.0
Beal Bank Nevada ⁽²⁾	Las Vegas	NV		56,447		3.1
International Bank of Commerce	Laredo	TX		38,969		2.1
Southside Bank	Tyler	TX		36,130		2.0
Arvest Bank	Rogers	AR		30,775		1.7
Bank of Texas, N.A.	Dallas	TX		28,281		1.5
First National Bank	Edinburg	TX		26,449		1.4
First Community Bank	Taos	NM		23,168		1.3
USAA Federal Savings Bank	San Antonio	TX		22,792		1.2


			$	754,607		40.9	%


⁽¹⁾		Formerly Wachovia Bank, FSB

⁽²⁾		Beal Bank Nevada is chartered in Nevada, but maintains its home office in Plano, TX.

All of the stock held by the ten institutions shown in the table above was classified as capital in the statement of condition as of September 30, 2010.

At September 30, 2010, the Bank’s excess stock totaled $391.5 million, which represented 0.76 percent of the Bank’s total assets as of that date.

During the nine months ended September 30, 2010, the Bank’s retained earnings increased by $75.6 million, from $356.3 million to $431.9 million. During this same period, the Bank paid dividends on capital stock totaling $6.8 million, which represented an annualized dividend rate of 0.375 percent. The Bank’s first, second and third quarter 2010 dividend rates exceeded the upper end of the Federal Reserve’s target for the federal funds rate for the quarters ended December 31, 2009, March 31, 2010 and June 30, 2010, respectively, by 12.5 basis points. The first quarter dividend, applied to average capital stock held during the period from October 1, 2009 through December 31, 2009, was paid on March 31, 2010. The second quarter dividend, applied to average capital stock held during the period from January 1, 2010 through March 31, 2010, was paid on June 30, 2010. The third quarter dividend, applied to average capital stock held during the period from April 1, 2010 through June 30, 2010, was paid on September 30, 2010.

The Bank has had a long-standing practice of benchmarking the dividend rate that it pays on capital stock to the average federal funds rate. Consistent with that practice, the Bank manages its balance sheet so that its returns (attributable to core earnings) generally track short-term interest rates.

While there can be no assurances, taking into consideration its current earnings expectations and anticipated market conditions, the Bank currently expects to pay dividends for the fourth quarter of 2010 at or slightly above the reference average federal funds rate for the quarter ended September 30, 2010. Consistent with its long-standing practice, the Bank expects to pay these dividends in the form of capital stock with any fractional shares paid in cash. In addition, despite the significant decline in advances during the third quarter of 2010, the Bank currently expects (although there can be no assurances) that its earnings will continue to be sufficient to allow it to pay dividends at or slightly above the average federal funds rate while continuing to increase its retained earnings for the foreseeable future.

The Bank is required to maintain at all times permanent capital (defined under the Finance Agency’s rules as retained earnings and amounts paid in for Class B stock, regardless of its classification as equity or liabilities for financial reporting purposes) in an amount at least equal to its risk-based capital requirement, which is the sum of its credit risk capital requirement, its market risk capital requirement, and its operations risk capital requirement, as further described in the Bank’s 2009 10-K. At September 30, 2010, the Bank’s total risk-based capital requirement was $346.3 million, comprised of credit risk, market risk and operations risk capital requirements of $142.0 million, $124.4 million and $79.9 million, respectively.

In addition to the risk-based capital requirement, the Bank is subject to two other capital requirements. First, the Bank must, at all times, maintain a minimum total capital-to-assets ratio of 4.0 percent. For this purpose, total capital is defined by Finance Agency rules and regulations as the Bank’s permanent capital and the amount of any general allowance for losses (i.e., those reserves that are not held against specific assets). Second, the Bank is required to maintain at all times a minimum leverage capital-to-assets ratio in an amount at least equal to 5.0 percent of its total assets. In applying this requirement to the Bank, leverage capital includes the Bank’s permanent capital multiplied by a factor of 1.5 plus the amount of any general allowance for losses. The Bank did not have any general reserves at September 30, 2010 or December 31, 2009. Under the regulatory definitions, total capital and permanent capital exclude accumulated other comprehensive income (loss). At all times during the nine months ended September 30, 2010, the Bank was in compliance with all of its regulatory capital requirements. For a summary of the Bank’s compliance with the Finance Agency’s capital requirements as of September 30, 2010 and December 31, 2009, see “Item 1. Financial Statements” (specifically, Note 9 on page 23 of this report).

The Bank’s Risk Management Policy contains a minimum total regulatory capital-to-assets target ratio of 4.10 percent, which is higher than the 4.00 percent ratio required under the Finance Agency’s capital rules. At all times during the nine months ended September 30, 2010, the Bank was in compliance with its operating target capital ratio.

Derivatives and Hedging Activities

The Bank enters into interest rate swap, swaption, cap and forward rate agreements (collectively, interest rate exchange agreements) with highly rated financial institutions to manage its exposure to changes in interest rates and/or to adjust the effective maturity, repricing index and/or frequency or option characteristics of financial

instruments. This use of derivatives is integral to the Bank’s financial management strategy, and the impact of these interest rate exchange agreements permeates the Bank’s financial statements. For additional discussion, see “Item 1. Financial Statements” (specifically, Note 8 beginning on page 16 of this report). As a result of using interest rate exchange agreements extensively to fulfill its role as a financial intermediary, the Bank has a large notional amount of interest rate exchange agreements relative to its size. As of September 30, 2010 and December 31, 2009, the Bank’s notional balance of interest rate exchange agreements was $40.3 billion and $66.7 billion, respectively, while its total assets were $51.6 billion and $65.1 billion, respectively.

The following table provides the notional balances of the Bank’s derivative instruments, by balance sheet category, as of September 30, 2010 and December 31, 2009, and the net fair value changes recorded in earnings for each of those categories during the three and nine months ended September 30, 2010 and 2009.

COMPOSITION OF DERIVATIVES


					Net Change in Fair Value⁽⁷⁾						Net Change in Fair Value⁽⁷⁾
	Total Notional at				Three Months Ended September 30,						Nine Months Ended September 30,
	September 30, 2010		December 31, 2009		2010			2009			2010			2009
	(In millions of dollars)				(In thousands of dollars)						(In thousands of dollars)
Advances
Short-cut method⁽¹⁾	$	7,246	$	9,397	$	—		$	—		$	—		$	—
Long-haul method⁽²⁾		1,668		1,556		(302	)		(858	)		(403	)		(2,448	)
Economic hedges⁽³⁾		16		15		14			(51	)		34			(44	)

Total		8,930		10,968		(288	)		(909	)		(369	)		(2,492	)

Investments
Long-haul method⁽²⁾		—		—		—			—			—			(102	)

Consolidated obligation bonds
Short-cut method⁽¹⁾		—		95		—			—			—			—
Long-haul method⁽²⁾		16,551		27,519		(887	)		1,052			(1,178	)		59,954
Economic hedges⁽³⁾		2,450		8,195		2,432			3,789			(6,954	)		19,711

Total		19,001		35,809		1,545			4,841			(8,132	)		79,665

Consolidated obligation discount notes
Economic hedges⁽³⁾		1,911		6,414		815			(1,049	)		55			(4,810	)

Other economic hedges
Interest rate caps⁽⁴⁾		3,700		3,750		(5,204	)		(3,125	)		(40,912	)		5,496
Basis swaps⁽⁵⁾		6,700		9,700		(3,975	)		(5,345	)		6,269			4,022
Interest rate swaptions ⁽⁶⁾		50		—		(411	)		—			(411	)		—
Member swaps (including offsetting swaps)		24		24		—			—			1			32

Total		10,474		13,474		(9,590	)		(8,470	)		(35,053	)		9,550


Total derivatives	$	40,316	$	66,665	$	(7,518	)	$	(5,587	)	$	(43,499	)	$	81,811


Total short-cut method	$	7,246	$	9,492	$	—		$	—		$	—		$	—
Total long-haul method		18,219		29,075		(1,189	)		194			(1,581	)		57,404
Total economic hedges		14,851		28,098		(6,329	)		(5,781	)		(41,918	)		24,407


Total derivatives	$	40,316	$	66,665	$	(7,518	)	$	(5,587	)	$	(43,499	)	$	81,811


⁽¹⁾		The short-cut method allows the assumption of no ineffectiveness in the hedging relationship.

⁽²⁾		The long-haul method requires the hedge and hedged item to be marked to fair value independently.

⁽³⁾		Interest rate derivatives that are matched to advances or consolidated obligations, but that either do not qualify for hedge accounting or were not designated in a hedging relationship for accounting purposes.

⁽⁴⁾		Interest rate derivatives that hedge identified portfolio risks, but that do not qualify for hedge accounting. The Bank’s interest rate caps hedge embedded caps in floating rate CMOs designated as held-to-maturity.

⁽⁵⁾		At September 30, 2010, the Bank held $6.7 billion (notional) of interest rate basis swaps that were entered into to reduce the Bank’s exposure to changes in spreads between one-month and three-month LIBOR; $1.0 billion, $2.0 billion, $1.0 billion and $2.7 billion of these agreements expire in the first quarter of 2011, the second quarter of 2013, the second quarter of 2014 and the fourth quarter of 2018, respectively.

⁽⁶⁾		The Bank’s interest rate swaptions hedge exposure to interest rate risk associated with certain of its optional advance commitments.

⁽⁷⁾		Represents the difference in fair value adjustments for the derivatives and their hedged items. In cases involving economic hedges, the net change in fair value reflected in this table represents a one-sided mark, meaning that the net change in fair value represents the change in fair value of the derivative only. Gains and losses in the form of net interest payments on economic hedge derivatives are excluded from the amounts reflected above.

By entering into interest rate exchange agreements with highly rated financial institutions (with which it has in place master swap agreements and credit support addendums), the Bank generally exchanges a defined market risk for the risk that the counterparty will not be able to fulfill its obligation in the future. The Bank manages this credit risk by spreading its transactions among as many highly rated counterparties as is practicable, by entering into collateral exchange agreements with all counterparties that include minimum collateral thresholds, and by monitoring its exposure to each counterparty at least monthly and as often as daily. In addition, all of the Bank’s collateral

exchange agreements include master netting arrangements whereby the fair values of all interest rate derivatives (including accrued interest receivables and payables) with each counterparty are offset for purposes of measuring credit exposure. The collateral exchange agreements require the delivery of collateral consisting of cash or very liquid, highly rated securities (generally consisting of U.S. government guaranteed or agency debt securities) if credit risk exposures rise above the minimum thresholds. As of September 30, 2010 and December 31, 2009, only cash collateral had been delivered under the terms of these collateral exchange agreements.

The notional amount of interest rate exchange agreements does not reflect the Bank’s credit risk exposure, which is much less than the notional amount. The maximum credit risk exposure is the estimated cost, on a present value basis, of replacing at current market rates all interest rate exchange agreements with a counterparty with which the Bank is in a net gain position, if the counterparty were to default. Maximum credit risk exposure, as defined in the preceding sentence, does not consider the existence of any collateral held by the Bank. The Bank’s collateral exchange agreements with its counterparties generally establish maximum unsecured credit exposure thresholds (typically ranging from $100,000 to $500,000) that one party may have to the other party. Once the counterparties agree to the valuations of the interest rate exchange agreements, and if it is determined that the unsecured credit exposure exceeds the threshold, then, upon a request made by the unsecured counterparty, the party that has the unsecured obligation to the counterparty bearing the risk of the unsecured credit exposure generally must deliver sufficient collateral to reduce the unsecured credit exposure to zero.

The following table provides information regarding the Bank’s derivative counterparty credit exposure as of September 30, 2010 and December 31, 2009.

DERIVATIVES COUNTERPARTY CREDIT EXPOSURE
(Dollars in millions)


						Maximum		Cash		Cash
Credit	Number of		Notional			Credit		Collateral		Collateral		Net Exposure
Rating⁽¹⁾	Counterparties		Principal⁽²⁾			Exposure		Held		Due⁽³⁾		After Collateral
September 30, 2010
Aaa		1	$	199.0		$	—	$	—	$	—	$	—
Aa⁽⁴⁾		10		33,639.3			53.6		45.6		6.3		1.7
A⁽⁵⁾		3		6,465.2			6.0		5.9		—		0.1

Total		14	$	40,303.5	⁽⁶⁾	$	59.6	$	51.5	$	6.3	$	1.8


December 31, 2009
Aaa		1	$	543.0		$	—	$	—	$	—	$	—
Aa⁽⁴⁾		10		51,897.1			198.0		187.6		8.7		1.7
A⁽⁵⁾		4		14,212.7			25.9		17.0		8.9		—
Excess collateral		—		—			—		0.1		—		—

Total		15	$	66,652.8	⁽⁶⁾	$	223.9	$	204.7	$	17.6	$	1.7


⁽¹⁾		Credit ratings shown in the table are obtained from Moody’s and are as of September 30, 2010 and December 31, 2009, respectively.

⁽²⁾		Includes amounts that had not settled as of September 30, 2010 and December 31, 2009.

⁽³⁾		Amount of collateral to which the Bank had contractual rights under counterparty credit agreements based on September 30, 2010 and December 31, 2009 credit exposures. Cash collateral totaling $6.3 million and $17.6 million was delivered under these agreements in early October 2010 and early January 2010, respectively.

⁽⁴⁾		The figures for Aa-rated counterparties as of September 30, 2010 and December 31, 2009 include transactions with a counterparty that is affiliated with a member institution. Transactions with this counterparty had an aggregate notional principal of $2.6 billion and $753 million as of September 30, 2010 and December 31, 2009, respectively. These transactions represented a credit exposure of $11.6 million and $1.9 million to the Bank as of September 30, 2010 and December 31, 2009, respectively.

⁽⁵⁾		The figures for A-rated counterparties as of September 30, 2010 and December 31, 2009 include transactions with one counterparty that is affiliated with a non-member shareholder of the Bank. Transactions with that counterparty had an aggregate notional principal of $4.3 billion and $3.2 billion as of September 30, 2010 and December 31, 2009, respectively. These transactions did not represent a credit exposure to the Bank as of September 30, 2010 and represented a credit exposure of $2.2 million as of December 31, 2009.

⁽⁶⁾		Excludes $12.1 million (notional amount) of interest rate derivatives with members at both September 30, 2010 and December 31, 2009. This product offering is discussed in the paragraph below.

In addition to the activities described above, the Bank offers interest rate swaps, caps and floors to its members to assist them in meeting their risk management objectives. In derivative transactions with its members, the Bank acts

as an intermediary by entering into an interest rate exchange agreement with the member and then entering into an offsetting interest rate exchange agreement with one of the Bank’s derivative counterparties discussed above. When entering into interest rate exchange agreements with its members, the Bank requires the member to post eligible collateral in an amount equal to the sum of the net market value of the member’s derivative transactions with the Bank (if the value is positive to the Bank) plus a percentage of the notional amount of any interest rate swaps, with market values determined on at least a monthly basis. Eligible collateral for derivative transactions consists of collateral that is eligible to secure advances and other obligations under the member’s Advances and Security Agreement with the Bank.

Market Value of Equity

The ratio of the Bank’s estimated market value of equity to its book value of equity was approximately 107 percent at September 30, 2010. In comparison, this ratio was approximately 100 percent as of December 31, 2009. For additional discussion, see “Part I / Item 3 — Quantitative and Qualitative Disclosures About Market Risk.”

Results of Operations

Net Income

Net income for the three months ended September 30, 2010 and 2009 was $27.4 million and $17.6 million, respectively. The Bank’s net income for the three months ended September 30, 2010 represented an annualized return on average capital stock (“ROCS”) of 4.99 percent, which was 480 basis points above the average effective federal funds rate for the quarter. In comparison, the Bank’s ROCS was 2.59 percent for the three months ended September 30, 2009, which exceeded the average effective federal funds rate for that quarter by 243 basis points. Net income for the nine months ended September 30, 2010 and 2009 was $82.4 million and $108.5 million, respectively. The Bank’s net income for the nine months ended September 30, 2010 represented a ROCS of 4.80 percent, which was 463 basis points above the average effective federal funds rate for the period. In comparison, the Bank’s ROCS was 5.14 percent for the nine months ended September 30, 2009, which was 497 basis points above the average effective federal funds rate for that period. To derive the Bank’s ROCS, net income is divided by average capital stock outstanding excluding stock that is classified as mandatorily redeemable capital stock. The factors contributing to the changes in ROCS compared to the average effective federal funds rate are discussed below.

While the Bank is exempt from all federal, state and local taxation (except for real property taxes), it is obligated to set aside amounts for its Affordable Housing Program (“AHP”) and generally to make quarterly payments to the Resolution Funding Corporation (“REFCORP”). Assessments for AHP and REFCORP, which are more fully described below, equate to a minimum 26.5 percent effective assessment rate for the Bank. Because interest expense on mandatorily redeemable capital stock is not deductible for purposes of computing the Bank’s AHP assessment, the effective rate may exceed 26.5 percent. During the three and nine months ended September 30, 2010 and 2009, the effective rates approximated 26.5 percent. During the three months ended September 30, 2010 and 2009, the combined AHP and REFCORP assessments were $9.9 million and $6.4 million, respectively. During the nine months ended September 30, 2010 and 2009, the combined AHP and REFCORP assessments were $29.7 million and $39.2 million, respectively.

Income Before Assessments

During the three months ended September 30, 2010 and 2009, the Bank’s income before assessments was $37.3 million and $24.0 million, respectively. As discussed in more detail below, the $13.3 million increase in income before assessments from period to period was attributable to a $21.2 million increase in net interest income and a $6.7 million decrease in other expense, offset by a $14.6 million decrease in other income. The decrease in other income was due primarily to a $16.7 million negative change in net gains/losses on derivatives and hedging activities.

The Bank’s income before assessments was $112.1 million and $147.7 million for the nine months ended September 30, 2010 and 2009, respectively. As discussed in more detail below, this $35.6 million decrease in income before assessments from period to period was attributable to a $203.4 million decrease in other income (of which $202.9

million related to derivatives and hedging activities), offset by a $161.8 million increase in net interest income and a $6.0 million decrease in other expense.

The components of income before assessments (net interest income, other income/loss and other expense) are discussed in more detail in the following sections.

Net Interest Income

For the three months ended September 30, 2010 and 2009, the Bank’s net interest income was $54.7 million and $33.5 million, respectively. The Bank’s net interest income was $187.3 million and $25.4 million for the nine months ended September 30, 2010 and 2009, respectively. As described further below, the Bank’s net interest income does not include net interest payments on economic hedge derivatives, which contributed significantly to the Bank’s overall income before assessments during the three and nine months ended September 30, 2009. If these net interest payments had been included, net interest income would have improved by $6.4 million and $84.3 million for the three and nine months ended September 30, 2010, as compared to the corresponding periods in 2009. The increases in net interest income were due in large part to increases in the Bank’s net interest spread. Net interest income was also impacted (albeit to a far lesser extent) by changes in the average balances of earning assets from $69.4 billion and $71.7 billion for the three and nine months ended September 30, 2009 to $52.9 billion and $56.9 billion for the corresponding periods in 2010.

For the three months ended September 30, 2010 and 2009, the Bank’s net interest margin was 42 basis points and 19 basis points, respectively. The Bank’s net interest margin was 44 basis points and 4 basis points for the nine months ended September 30, 2010 and 2009, respectively. Net interest margin, or net interest income as a percent of average earning assets, is a function of net interest spread and the rates of return on assets funded by the investment of the Bank’s capital. Net interest spread is the difference between the yield on interest-earning assets and the cost of interest-bearing liabilities. The Bank’s net interest spread increased from 16 basis points and (2) basis points for the three and nine months ended September 30, 2009, respectively, to 39 basis points and 41 basis points during the three and nine months ended September 30, 2010, respectively. Due to lower short-term interest rates in 2010, the contribution of earnings from the Bank’s invested capital to the net interest margin (the impact of non-interest bearing funds) decreased from 6 basis points for the nine months ended September 30, 2009 to 3 basis points for the nine months ended September 30, 2010. The contribution of earnings from the Bank’s invested capital to the net interest margin was 3 basis points for both the three months ended September 30, 2010 and 2009.

As noted above, the Bank’s net interest income excludes net interest payments on economic hedge derivatives. During the nine months ended September 30, 2010, the Bank used approximately $8.3 billion (average notional balance) of interest rate basis swaps to hedge the risk of changes in spreads between one-month and three-month LIBOR, approximately $2.3 billion (average notional balance) of fixed-for-floating interest rate swaps to hedge some of its longer-term discount notes and approximately $3.2 billion (average notional balance) of interest rate swaps to convert variable-rate consolidated obligations from the daily federal funds rate to three-month LIBOR (“federal funds floater swaps”). During the comparable period in 2009, the Bank used approximately $11.8 billion (average notional balance) of interest rate basis swaps to hedge the risk of changes in spreads between one-month and three-month LIBOR, approximately $6.2 billion (average notional balance) of fixed-for-floating interest rate swaps to hedge some of its longer-term discount notes and approximately $6.4 billion (average notional balance) of federal funds floater swaps to convert variable-rate consolidated obligations from the daily federal funds rate to three-month LIBOR. These swaps are accounted for as economic hedges. Net interest income associated with economic hedge derivatives is recorded in other income (loss) in the statements of income and therefore excluded from net interest income, net interest margin and net interest spread. Net interest income on the Bank’s economic hedge derivatives totaled $4.9 million and $15.4 million for the three and nine months ended September 30, 2010, respectively, compared to $19.7 million and $93.0 million, respectively, for the corresponding periods in 2009. Had this interest income on economic hedge derivatives been included in net interest income, the Bank’s net interest margin would have been 46 basis points and 47 basis points for the three and nine months ended September 30, 2010, respectively, compared to 31 basis points and 22 basis points for the comparable periods in 2009 and its net interest spread would have been 43 basis points and 45 basis points for the three and nine months ended September 30, 2010, respectively, compared to 28 basis points and 17 basis points for the three and nine months ended September 30, 2009, respectively. The increase in the Bank’s net interest spread for the three-month period was due

largely to improved debt costs relative to LIBOR. The increase in the Bank’s net interest spread for the nine-month period was due largely to lower levels of short-term interest rates that increased the spread between the Bank’s fixed rate assets and its floating rate liabilities, improved debt costs relative to LIBOR, and higher yields on the Bank’s agency CMO portfolio.

The Bank’s net interest income for the nine months ended September 30, 2010 was positively impacted by higher yields on the Bank’s CMO portfolio. During the first quarter of 2010, Fannie Mae and Freddie Mac announced plans to repurchase loans that are at least 120 days delinquent from the mortgage pools underlying the CMOs guaranteed by those institutions. The initial repurchases, which included delinquent loans that had accumulated up to that point in time, occurred during the period from February 2010 through May 2010, with additional purchases of delinquent loans expected to occur thereafter as needed. During the first half of 2010, Freddie Mac and Fannie Mae repurchased delinquent loans from the pools underlying their guaranteed CMOs. The repayments resulting from these repurchases resulted in approximately $13.5 million of accelerated accretion of the purchase discounts associated with the Freddie Mac and Fannie Mae CMOs owned by the Bank. Repurchases by Freddie Mac and Fannie Mae did not significantly impact the Bank’s net interest income in the third quarter of 2010. Subsequent to the third quarter of 2010, the impact of these repurchases by Fannie Mae and Freddie Mac is not expected to significantly affect the Bank’s net interest income.

The Bank’s net interest spread for the first quarter of 2009 (and therefore its net interest spread for the nine months ended September 30, 2009) was adversely impacted by actions the Bank took in late 2008 to ensure its ability to provide liquidity to its members during a period of unusual market disruption. At the height of the credit market disruptions in the early part of the fourth quarter of 2008, and in order to ensure that the Bank would have sufficient liquidity on hand to fund member advances throughout the year-end period, the Bank replaced short-term liabilities with new issues of debt with maturities that extended into 2009. As yields subsequently declined sharply on the Bank’s short-term assets, including overnight federal funds sold and short-term advances to members, this fixed rate debt was carried at a negative spread. The negative spread associated with the investment of the remaining portion of this debt in low-yielding short-term assets negatively impacted the Bank’s net interest income for the nine months ended September 30, 2009; this impact was most significant early in the first quarter of 2009.

The following table presents average balance sheet amounts together with the total dollar amounts of interest income and expense and the weighted average interest rates of major earning asset categories and the funding sources for those earning assets for the three months ended September 30, 2010 and 2009.

YIELD AND SPREAD ANALYSIS
(Dollars in millions)


	Three Months Ended September 30,
	2010								2009
				Interest								Interest
	Average			Income/		Average			Average			Income/		Average
	Balance			Expense^(c)		Rate^(a)(c)			Balance			Expense^(c)		Rate^(a)(c)
Assets
Interest-bearing deposits ^(b)	$	220		$	—		0.20	%	$	162		$	—		0.40	%
Federal funds sold		3,342			1		0.17	%		3,850			1		0.13	%
Investments
Trading		124			—		0.07	%		4			—		—
Available-for-sale^(d)		—			—		—			—			—		0.98	%
Held-to-maturity^(d)		9,817			30		1.22	%		12,471			38		1.22	%
Advances ^(e)		39,214			91		0.92	%		52,648			127		0.96	%
Mortgage loans held for portfolio		229			3		5.52	%		280			4		5.50	%

Total earning assets		52,946			125		0.95	%		69,415			170		0.98	%
Cash and due from banks		98								129
Other assets		174								342
Derivatives netting adjustment ^(b)		(297	)							(382	)
Adjustment for net non-credit portion of other-than-temporary impairments on held-to-maturity securities^(d)		(61	)							(49	)

Total assets	$	52,860			125		0.95	%	$	69,455			170		0.98	%


Liabilities and Capital
Interest-bearing deposits^(b)	$	1,033			1		0.05	%	$	1,330			—		0.05	%
Consolidated obligations
Bonds		44,300			67		0.61	%		52,820			105		0.79	%
Discount notes		4,803			3		0.24	%		12,115			32		1.05	%
Mandatorily redeemable capital stock and other borrowings		9			—		0.37	%		66			—		0.16	%

Total interest-bearing liabilities		50,145			71		0.56	%		66,331			137		0.82	%
Other liabilities		476								530
Derivatives netting adjustment ^(b)		(297	)							(382	)

Total liabilities		50,324			71		0.56	%		66,479			137		0.82	%

Total capital		2,536								2,976

Total liabilities and capital	$	52,860					0.53	%	$	69,455					0.79	%



Net interest income				$	54							$	33

Net interest margin							0.42	%							0.19	%
Net interest spread							0.39	%							0.16	%

Impact of non-interest bearing funds							0.03	%							0.03	%


^(a)		Percentages are annualized figures. Amounts used to calculate average rates are based on whole dollars. Accordingly, recalculations based upon the disclosed amounts (millions) may not produce the same results.

^(b)		The Bank offsets the fair value amounts recognized for the right to reclaim cash collateral or the obligation to return cash collateral against the fair value amounts recognized for derivative instruments executed with the same counterparty under a master netting arrangement. The average balances of interest-bearing deposit assets for the three months ended September 30, 2010 and 2009 in the table above include $220 million and $161 million, respectively, which are classified as derivative assets/liabilities on the statements of condition. In addition, interest-bearing deposit liabilities for the three months ended September 30, 2010 and 2009 in the table above include $77 million and $221 million, respectively, which are classified as derivative assets/liabilities on the statements of condition.

^(c)		Interest income/expense and average rates include the effects of associated interest rate exchange agreements to the extent such agreements qualify for fair value hedge accounting. If the agreements do not qualify for hedge accounting or were not designated in a hedging relationship for accounting purposes, the net interest income/expense associated with such agreements is recorded in other income (loss) in the statements of income and therefore excluded from the Yield and Spread Analysis. Net interest income on economic hedge derivatives totaled $4.9 million and $19.7 million for the three months ended September 30, 2010 and 2009, respectively, the components of which are presented below in the sub-section entitled “Other Income (Loss).”

^(d)		Average balances for available-for-sale and held-to-maturity securities are calculated based upon amortized cost.

^(e)		Interest income and average rates include prepayment fees on advances.

YIELD AND SPREAD ANALYSIS
(Dollars in millions)


	Nine Months Ended September 30,
	2010								2009
				Interest								Interest
	Average			Income/		Average			Average			Income/		Average
	Balance			Expense^(c)		Rate^(a)(c)			Balance			Expense^(c)		Rate^(a)(c)
Assets
Interest-bearing deposits ^(b)	$	168		$	—		0.19	%	$	396		$	—		0.21	%
Federal funds sold		3,699			4		0.15	%		3,673			4		0.15	%
Investments
Trading		45			—		0.07	%		3			—		—
Available-for-sale^(d)		—			—		—			37			—		1.70	%
Held-to-maturity^(d)		10,674			108		1.35	%		11,888			117		1.31	%
Advances ^(e)		42,074			259		0.82	%		55,393			573		1.38	%
Mortgage loans held for portfolio		242			10		5.53	%		300			12		5.51	%

Total earning assets		56,902			381		0.89	%		71,690			706		1.31	%
Cash and due from banks		396								57
Other assets		253								425
Derivatives netting adjustment ^(b)		(311	)							(480	)
Adjustment for net non-credit portion of other-than-temporary impairments on held-to-maturity securities^(d)		(64	)							(25	)
Total assets	$	57,176			381		0.89	%	$	71,667			706		1.31	%


Liabilities and Capital
Interest-bearing deposits^(b)	$	1,344			1		0.05	%	$	1,490			1		0.11	%
Consolidated obligations
Bonds		47,457			184		0.52	%		50,151			481		1.28	%
Discount notes		5,391			9		0.22	%		16,517			199		1.61	%
Mandatorily redeemable capital stock and other borrowings		9			—		0.44	%		74			—		0.15	%

Total interest-bearing liabilities		54,201			194		0.48	%		68,232			681		1.33	%
Other liabilities		663								830
Derivatives netting adjustment ^(b)		(311	)							(480	)
Total liabilities		54,553			194		0.47	%		68,582			681		1.32	%

Total capital		2,623								3,085

Total liabilities and capital	$	57,176					0.45	%	$	71,667					1.27	%



Net interest income				$	187							$	25

Net interest margin							0.44	%							0.04	%
Net interest spread							0.41	%							(0.02	%)

Impact of non-interest bearing funds							0.03	%							0.06	%


^(a)		Percentages are annualized figures. Amounts used to calculate average rates are based on whole dollars. Accordingly, recalculations based upon the disclosed amounts (millions) may not produce the same results.

^(b)		The Bank offsets the fair value amounts recognized for the right to reclaim cash collateral or the obligation to return cash collateral against the fair value amounts recognized for derivative instruments executed with the same counterparty under a master netting arrangement. The average balances of interest-bearing deposit assets for the nine months ended September 30, 2010 and 2009 in the table above include $167 million and $186 million, respectively, which are classified as derivative assets/liabilities on the statements of condition. In addition, interest-bearing deposit liabilities for the nine months ended September 30, 2010 and 2009 in the table above include $145 million and $293 million, respectively, which are classified as derivative assets/liabilities on the statements of condition.

^(c)		Interest income/expense and average rates include the effects of associated interest rate exchange agreements to the extent such agreements qualify for fair value hedge accounting. If the agreements do not qualify for hedge accounting or were not designated in a hedging relationship for accounting purposes, the net interest income/expense associated with such agreements is recorded in other income (loss) in the statements of income and therefore excluded from the Yield and Spread Analysis. Net interest income on economic hedge derivatives totaled $15.4 million and $93.0 million for the nine months ended September 30, 2010 and 2009, respectively, the components of which are presented below in the sub-section entitled “Other Income (Loss).”

^(d)		Average balances for available-for-sale and held-to-maturity securities are calculated based upon amortized cost.

^(e)		Interest income and average rates include prepayment fees on advances.

Changes in both volume (i.e., average balances) and interest rates influence changes in net interest income and net interest margin. The following table summarizes changes in interest income and interest expense between the three-month and nine-month periods in 2010 and 2009 and excludes net interest income on economic hedge derivatives, as discussed above. Changes in interest income and interest expense that cannot be attributed to either volume or rate have been allocated to the volume and rate categories based upon the proportion of the absolute value of the volume and rate changes.

RATE AND VOLUME ANALYSIS
(In millions of dollars)


	Three Months Ended									Nine Months Ended
	September 30, 2010 vs. 2009									September 30, 2010 vs. 2009
	Volume			Rate			Total			Volume			Rate			Total
Interest income:
Interest-bearing deposits	$	—		$	—		$	—		$	—		$	—		$	—
Federal funds sold		—			—			—			—			—			—
Investments
Trading		—			—			—			—			—			—
Available-for-sale		—			—			—			—			—			—
Held-to-maturity		(8	)		—			(8	)		(12	)		3			(9	)
Advances		(31	)		(5	)		(36	)		(117	)		(197	)		(314	)
Mortgage loans held for portfolio		(1	)		—			(1	)		(2	)		—			(2	)

Total interest income		(40	)		(5	)		(45	)		(131	)		(194	)		(325	)

Interest expense:
Interest-bearing deposits		—			1			1			—			—			—
Consolidated obligations:
Bonds		(15	)		(23	)		(38	)		(25	)		(272	)		(297	)
Discount notes		(13	)		(16	)		(29	)		(83	)		(107	)		(190	)
Mandatorily redeemable capital stock and other borrowings		—			—			—			—			—			—

Total interest expense		(28	)		(38	)		(66	)		(108	)		(379	)		(487	)

Changes in net interest income	$	(12	)	$	33		$	21		$	(23	)	$	185		$	162

Other Income (Loss)

The following table presents the various components of other income (loss) for the three and nine months ended September 30, 2010 and 2009. The significant components are discussed in the narrative following the table.

OTHER INCOME (LOSS)
(In thousands of dollars)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2010			2009			2010			2009
Net interest income (expense) associated with:
Economic hedge derivatives related to consolidated obligation federal funds floater bonds	$	1,581		$	6,159		$	10,485		$	5,525
Economic hedge derivatives related to consolidated obligation discount notes		1,255			5,943			3,558			22,946
Stand-alone economic hedge derivatives (basisswaps)		2,062			7,585			1,465			64,872
Stand-alone economic hedge derivatives (forward rate agreements)		—			—			—			(304	)
Member/offsetting swaps		2			—			4			—
Economic hedge derivatives related to advances		(26	)		(20	)		(75	)		(36	)

Total net interest income associated with economic hedge derivatives		4,874			19,667			15,437			93,003


Gains (losses) related to economic hedge derivatives
Gains (losses) related to stand-alone derivatives (basis swaps)		(3,975	)		(5,345	)		6,269			4,022
Gains (losses) on federal funds floater swaps		2,432			3,789			(6,954	)		19,711
Gains (losses) on interest rate caps related to held-to-maturity securities		(5,204	)		(3,125	)		(40,912	)		5,496
Gains (losses) on discount note swaps		815			(1,049	)		55			(4,810	)
Net gains on member/offsetting swaps		—			—			1			32
Losses on swaptions related to optional advance commitments		(411	)		—			(411	)		—
Gains (losses) related to other economic hedge derivatives (advance swaps and caps)		14			(51	)		34			(44	)

Total fair value gains (losses) related to economic hedge derivatives		(6,329	)		(5,781	)		(41,918	)		24,407


Gains (losses) related to fair value hedge ineffectiveness
Net losses on advances and associated hedges		(302	)		(858	)		(403	)		(2,448	)
Net gains (losses) on CO⁽¹⁾bonds and associated hedges		(887	)		1,052			(1,178	)		59,954
Net losses on AFS⁽²⁾ securities and associated hedges		—			—			—			(102	)

Total fair value hedge ineffectiveness		(1,189	)		194			(1,581	)		57,404


Net gains on unhedged trading securities		303			286			187			464
Credit component of other-than-temporary impairment losses on held-to-maturity securities		(379	)		(2,312	)		(2,050	)		(2,983	)
Gains on other liabilities carried at fair value under the fair value option (optional advance commitments)		124			—			124			—
Gains on early extinguishment of debt		176			—			176			176
Realized gain on sale of AFS⁽²⁾ security		—			—			—			843
Service fees		779			856			2,136			2,338
Other, net		1,467			1,476			4,406			4,717

Total other		2,470			306			4,979			5,555

Total other income (loss)	$	(174	)	$	14,386		$	(23,083	)	$	180,369


⁽¹⁾		Consolidated obligations

⁽²⁾		Available-for-sale

The Bank has issued a number of consolidated obligation bonds that are indexed to the daily federal funds rate. The Bank uses federal funds floater swaps to convert its interest payments with respect to these bonds from the daily federal funds rate to three-month LIBOR. As of September 30, 2010, the Bank’s federal funds floater swaps had an aggregate notional amount of $2.5 billion. As economic hedge derivatives, the changes in the fair values of the federal funds floater swaps are recorded in earnings with no offsetting changes in the fair values of the hedged items (i.e., the consolidated obligation bonds) and therefore can be a considerable source of volatility in the Bank’s earnings. The fair values of federal funds floater swaps generally fluctuate based on the timing of the interest rate reset dates, the relationship between the federal funds rate and three-month LIBOR at the time of measurement, the projected relationship between the federal funds rate and three-month LIBOR for the remaining term of the interest rate swap and the relationship between the current coupons for the interest rate swap and the prevailing market rates at the valuation date. At September 30, 2010, the carrying values of the Bank’s federal funds floater swaps totaled $3.2 million, excluding net accrued interest receivable.

The Bank hedges some of its longer-term consolidated obligation discount notes using fixed-for-floating interest rate swaps. As of September 30, 2010, the Bank’s discount note swaps had an aggregate notional balance of $1.9 billion. As stand-alone derivatives, the changes in the fair values of the Bank’s discount note swaps are recorded in earnings with no offsetting changes in the fair values of the hedged items (i.e., the consolidated obligation discount notes) and therefore can also be a source of volatility in the Bank’s earnings. At September 30, 2010, the carrying values of the Bank’s stand-alone discount note swaps totaled $1.9 million, excluding net accrued interest receivable.

From time to time, the Bank enters into interest rate basis swaps to reduce its exposure to changing spreads between one-month and three-month LIBOR. Under these agreements, the Bank generally receives three-month LIBOR and pays one-month LIBOR. As of September 30, 2010, the Bank was a party to 8 interest rate basis swaps with an aggregate notional amount of $6.7 billion. The Bank accounts for interest rate basis swaps as stand-alone derivatives and, as such, the fair value changes associated with these instruments can be a source of considerable volatility in the Bank’s earnings, particularly when one-month and/or three-month LIBOR, or the spreads between these two indices, are or are projected to be volatile. The fair values of one-month LIBOR to three-month LIBOR basis swaps generally fluctuate based on the timing of the interest rate reset dates, the relationship between one-month LIBOR and three-month LIBOR at the time of measurement, the projected relationship between one-month LIBOR and three-month LIBOR for the remaining term of the interest rate basis swap and the relationship between the current coupons for the interest rate swap and the prevailing LIBOR rates at the valuation date. During the three months ended September 30, 2010, the Bank sold one interest rate basis swap with a $1.0 billion notional balance; proceeds from the sale totaled $4.5 million, which reflected the cumulative life-to-date gains (excluding net interest settlements) realized on the transaction. During the three months ended June 30, 2010, the Bank sold two interest rate basis swaps (each with a $500 million notional balance); proceeds from these sales totaled $0.9 million, which reflected the cumulative life-to-date gains (excluding net interest settlements) realized on these transactions. During the three months ended March 31, 2010, the Bank sold a portion of an interest rate basis swap ($1.0 billion notional balance); proceeds from this sale totaled $3.1 million. At September 30, 2010, the carrying values of the Bank’s stand-alone interest rate basis swaps totaled $17.9 million, excluding net accrued interest receivable.

If the Bank holds its federal funds floater swaps, discount note swaps and interest rate basis swaps to maturity, the cumulative life-to-date unrealized gains associated with these instruments aggregating $23.0 million will ultimately reverse in future periods in the form of unrealized losses. The timing of this reversal will depend upon a number of factors including, but not limited to, the level and volatility of short-term interest rates. Occasionally, in response to changing balance sheet and market conditions, the Bank may terminate one or more interest rate basis swaps (or portions thereof) prior to their scheduled maturity. The Bank typically holds its federal funds floater swaps and discount note swaps to maturity.

As discussed previously in the section entitled “Financial Condition — Long-Term Investments,” to hedge a portion of the risk associated with a significant increase in interest rates, the Bank held (as of September 30, 2010) 14 interest rate cap agreements having a total notional amount of $3.7 billion. The premiums paid for these caps totaled $37.3 million. The fair values of interest rate cap agreements are dependent upon the level of interest rates, volatilities and remaining term to maturity. In general (assuming constant volatilities and no erosion in value attributable to the passage of time), interest rate caps will increase in value as market interest rates rise and will diminish in value as market interest rates decline. The value of interest rate caps will increase as volatilities increase and will decline as volatilities decrease. Absent changes in volatilities or interest rates, the value of interest rate caps will decline with the passage of time. As stand-alone derivatives, the changes in the fair values of the Bank’s interest rate cap agreements are recorded in earnings with no offsetting changes in the fair values of the hedged items (i.e., the CMO LIBOR floaters with embedded caps) and therefore can also be a source of considerable volatility in the Bank’s earnings.

At September 30, 2010, the carrying values of the Bank’s stand-alone interest rate cap agreements totaled $10.6 million. If the Bank holds these agreements to maturity, the value of the caps will ultimately decline to zero and be recorded as a loss in net gains (losses) on derivatives and hedging activities in future periods. The losses on the caps during the three and nine months ended September 30, 2010 were primarily attributable to a decline in interest rates.

The Bank uses interest rate swaps to hedge the risk of changes in the fair value of some of its advances and consolidated obligation bonds. Prior to their sale or maturity, substantially all of the Bank’s available-for-sale

securities were also hedged with interest rate swaps. These hedging relationships are (or were in the case of the Bank’s available-for-sale securities) designated as fair value hedges. To the extent these relationships qualify for hedge accounting, changes in the fair values of both the derivative (the interest rate swap) and the hedged item (limited to changes attributable to the hedged risk) are recorded in earnings. For those relationships that qualified for hedge accounting, the differences between the change in fair value of the hedged items and the change in fair value of the associated interest rate swaps (representing hedge ineffectiveness) were net gains (losses) of ($1.2 million) and $0.2 million for the three months ended September 30, 2010 and 2009, respectively, and net gains (losses) of ($1.6 million) and $57.4 million for the nine months ended September 30, 2010 and 2009, respectively. To the extent these hedging relationships do not qualify for hedge accounting, or cease to qualify because they are determined to be ineffective, only the change in fair value of the derivative is recorded in earnings (in this case, there is no offsetting change in fair value of the hedged item). During the three months ended September 30, 2010 and 2009, the net gains (losses) relating to derivatives associated with specific advances that were not in qualifying hedging relationships were $14,000 and ($51,000), respectively. The net gains (losses) relating to these derivatives totaled $34,000 and ($44,000) for the nine months ended September 30, 2010 and 2009, respectively.

As set forth in the table on page 66, the Bank’s fair value hedge ineffectiveness gains associated with its consolidated obligation bonds were significantly higher in the nine months ended September 30, 2009 as compared to the nine months ended September 30, 2010. A substantial portion of the Bank’s fixed rate consolidated obligation bonds are hedged with fixed-for-floating interest rate swaps in long-haul hedging relationships. The floating legs of most of these interest rate swaps reset every three months and are then fixed until the next reset date. These hedging relationships have been, and are expected to continue to be, highly effective in achieving offsetting changes in fair values attributable to the hedged risk. However, during periods in which short-term rates are volatile (as they were in the latter part of 2008), the Bank can experience increased earnings variability related to differences in the timing between changes in short-term rates and interest rate resets on the floating legs of its interest rate swaps. While changes in the values of the fixed rate leg of the interest rate swap and the fixed rate bond being hedged substantially offset each other, when three-month LIBOR rates decrease dramatically between the reset date and the valuation date (as they did during the fourth quarter of 2008), discounting the higher coupon rate cash flows being paid on the floating rate leg at the prevailing lower rate until the swap’s next reset date can result in ineffectiveness-related losses that, while relatively small when expressed as prices, can be significant when evaluated in the context of the Bank’s net income. Because the Bank typically holds its consolidated obligation bond interest rate swaps to call or maturity, the impact of these ineffectiveness-related adjustments on earnings are generally transitory, as they were in this case. As a result of the unusual (and significant) decrease in three-month LIBOR rates during the fourth quarter of 2008, the Bank recognized ineffectiveness-related losses during the year ended December 31, 2008 of $55.4 million. With relatively stable three-month LIBOR rates during the first quarter of 2009, these ineffectiveness-related losses substantially reversed (in the form of ineffectiveness-related gains) during the three months ended March 31, 2009. Three-month LIBOR rates remained relatively stable during the remainder of 2009 and the first nine months of 2010, resulting in significantly lower ineffectiveness-related gains and losses during those periods.

Because the Bank had a much smaller balance of swapped assets than liabilities and a significant portion of those assets qualified for and were designated in short-cut hedging relationships, the Bank did not experience similar offsetting variability from its asset hedging activities during the three months ended March 31, 2009.

For a discussion of the other-than-temporary impairment losses on certain of the Bank’s held-to-maturity securities, see “Item 1. Financial Statements” (specifically, Note 4 beginning on page 7 of this report).

During the three months ended September 30, 2010, the Bank entered into optional advance commitments with a par value totaling $50,000,000, excluding commitments to fund Community Investment Program and Economic Development Program advances. Under each of these commitments, the Bank sold an option to a member that provides the member with the right to enter into an advance at a specified fixed rate and term on a specified future date, provided the member has satisfied all of the customary requirements for such advance. The Bank hedged these commitments through the use of interest rate swaptions, which are treated as economic hedges. The Bank has irrevocably elected to carry these optional advance commitments at fair value under the fair value option.

During the first nine months of 2010 and 2009, market conditions were such from time to time that the Bank was able to extinguish certain consolidated obligation bonds and simultaneously terminate the associated interest rate exchange agreements at net amounts that were profitable for the Bank, while new consolidated obligations could be

issued and then converted (through the use of interest rate exchange agreements) to a floating rate that approximated the cost of the extinguished debt including any associated interest rate swaps. As a result, during the nine months ended September 30, 2010 and 2009, the Bank repurchased $247.0 million and $8.7 million, respectively, of its consolidated obligations in the secondary market and terminated the related interest rate exchange agreements; the gains on these debt extinguishments totaled $176,000 in both periods. No consolidated obligations were transferred to other FHLBanks during the nine months ended September 30, 2010 or 2009.

There were no sales of long-term investments during the nine months ended September 30, 2010. In March 2009, the Bank sold an available-for-sale security (specifically, a government-sponsored enterprise MBS) with an amortized cost (determined by the specific identification method) of $86.2 million. Proceeds from the sale totaled $87.0 million, resulting in a gross realized gain of $0.8 million. There were no other sales of long-term investments during the nine months ended September 30, 2009.

In the table on page 66, the caption entitled “Other, net” (consistent with the term used in the statements of income) is comprised principally of letter of credit fees. Letter of credit fees totaled $1.5 million for both the three months ended September 30, 2010 and 2009. During the nine months ended September 30, 2010 and 2009, letter of credit fees totaled $4.4 million and $4.6 million, respectively. At September 30, 2010, outstanding letters of credit totaled $4.5 billion.

Other Expense

Total other expense, which includes the Bank’s compensation and benefits, other operating expenses and its proportionate share of the costs of operating the Finance Agency and the Office of Finance, totaled $17.2 million and $52.1 million for the three and nine months ended September 30, 2010, respectively, compared to $23.9 million and $58.1 million for the corresponding periods in 2009.

Compensation and benefits were $9.2 million and $28.8 million for the three and nine months ended September 30, 2010, respectively, compared to $15.9 million and $34.2 million for the corresponding periods in 2009. The decreases of $6.7 million and $5.4 million, respectively, were due largely to a $7.5 million supplemental contribution made in the third quarter of 2009 to the Pentegra Defined Benefit Plan for Financial Institutions, a multiemployer defined benefit plan in which the Bank participates. The other increases of $0.8 million and $2.1 million, respectively, were due primarily to increases in the Bank’s average headcount and cost-of-living and merit increases, as well as increases in expenses associated with the Bank’s short-term incentive compensation plan. The Bank’s average headcount increased from 191 employees during both the three and nine months ended September 30, 2009, to 202 and 200 employees during the corresponding periods in 2010. At September 30, 2010, the Bank employed 203 people. The increase in short-term incentive compensation expense is attributable to modestly higher anticipated goal achievement in 2010 as compared to 2009.

Other operating expenses for the three and nine months ended September 30, 2010 were $7.0 million and $20.0 million, respectively, compared to $7.0 million and $20.7 million, respectively, for the corresponding periods in 2009. The decrease in other operating expenses during the nine-month period was attributable to costs associated with the Bank’s financial support of the relief efforts relating to Hurricanes Gustav and Ike in 2009. In late September 2008, the Bank announced that it would make $5 million in funds available for special disaster relief grants for homes and businesses affected by Hurricanes Gustav and Ike. Approximately $2.6 million of these funds were disbursed during the first half of 2009. Similar disbursements were not made during 2010. Absent the impact of the hurricane relief program, other operating expenses increased $1.9 million for the nine months ended September 30, 2010, as compared to the corresponding period in 2009. The increase was attributable to general increases in many of the Bank’s other operating expenses, none of which were individually significant.

The Bank, together with the other FHLBanks, is assessed for the cost of operating the Finance Agency and the Office of Finance. The Bank’s share of these expenses totaled $1.0 million and $3.3 million for the three and nine months ended September 30, 2010, respectively, compared to $1.0 million and $3.2 million for the corresponding periods in 2009.

AHP and REFCORP Assessments

As required by statute, each year the Bank contributes 10 percent of its earnings (after the REFCORP assessment discussed below and as adjusted for interest expense on mandatorily redeemable capital stock) to its AHP. The AHP provides grants that members can use to support affordable housing projects in their communities. Generally, the Bank’s AHP assessment is derived by adding interest expense on mandatorily redeemable capital stock to income before assessments and then subtracting the REFCORP assessment; the result of this calculation is then multiplied by 10 percent. For the three months ended September 30, 2010 and 2009, the Bank’s AHP assessments totaled $3.0 million and $2.0 million, respectively. The Bank’s AHP assessments totaled $9.2 million and $12.1 million for the nine months ended September 30, 2010 and 2009, respectively.

Also as required by statute, the Bank contributes 20 percent of its reported earnings (after its AHP contribution) toward the payment of interest on REFCORP bonds that were issued to provide funding for the resolution of failed thrifts following the savings and loan crisis in the 1980s. To compute the REFCORP assessment, the Bank’s AHP assessment is subtracted from reported income before assessments and the result is multiplied by 20 percent. During the three months ended September 30, 2010 and 2009, the Bank charged $6.8 million and $4.4 million, respectively, of REFCORP assessments to earnings. The Bank’s REFCORP assessments totaled $20.6 million and $27.1 million for the nine months ended September 30, 2010 and 2009, respectively.

Critical Accounting Policies and Estimates

A discussion of the Bank’s critical accounting policies and the extent to which management uses judgment and estimates in applying those policies is provided in the Bank’s 2009 10-K. There were no substantial changes to the Bank’s critical accounting policies, or the extent to which management uses judgment and estimates in applying those policies, during the nine months ended September 30, 2010.

The Bank evaluates its non-agency RMBS holdings for other-than-temporary impairment on a quarterly basis. The procedures used in this analysis, together with the results thereof as of September 30, 2010, are summarized in “Item 1. Financial Statements” (specifically, Note 4 beginning on page 7 of this report). In addition to evaluating its non-agency RMBS holdings under a base case (or best estimate) scenario, a cash flow analysis was also performed for each of these securities under a more stressful housing price scenario to determine the impact that such a change would have on the credit losses recorded in earnings at September 30, 2010. The results of that more stressful analysis are presented on page 51 of this report.

Liquidity and Capital Resources

In order to meet members’ credit needs and the Bank’s financial obligations, the Bank maintains a portfolio of money market instruments typically consisting of overnight federal funds and, from time-to-time, short-term commercial paper, all of which are issued by highly rated entities. On occasion, the Bank may also invest in U.S. Treasury Bills. Beyond those amounts that are required to meet members’ credit needs and its own obligations, the Bank typically holds additional balances of short-term investments that fluctuate as the Bank invests the proceeds of debt issued to replace maturing and called liabilities, as the balance of deposits changes, as the returns provided by short-term investments vary relative to the costs of the Bank’s discount notes, and as the level of liquidity needed to satisfy Finance Agency requirements changes. Overnight federal funds typically comprise the large majority of the portfolio.

At September 30, 2010, the Bank’s short-term liquidity portfolio was comprised of $6.1 billion of overnight federal funds sold to domestic counterparties, $4.0 billion of U.S. Treasury Bills ($3.0 billion of which did not settle until October 1, 2010) and $4.5 billion of non-interest bearing deposits maintained at the Federal Reserve Bank of Dallas. At December 31, 2009, the Bank’s short-term liquidity portfolio was comprised of $2.1 billion of unsecured overnight federal funds sold to domestic counterparties and $3.6 billion of non-interest bearing excess cash balances held at the Federal Reserve Bank of Dallas. The increase in the Bank’s short-term liquidity portfolio as of September 30, 2010 was due in large part to the reinvestment of the proceeds from $10.3 billion of advances that were prepaid in late September 2010. The Bank’s short-term liquidity portfolio is expected to decline during the fourth quarter of 2010 as these funds are used to retire or repay debt.

The Bank’s primary source of funds is the proceeds it receives from the issuance of consolidated obligation bonds and discount notes in the capital markets. Historically, the FHLBanks have issued debt throughout the business day in the form of discount notes and bonds with a wide variety of maturities and structures. Generally, the Bank has access to this market as needed during the business day to acquire funds to meet its needs.

In addition to the liquidity provided from the proceeds of the issuance of consolidated obligations, the Bank also maintains access to wholesale funding sources such as federal funds purchased and securities sold under agreements

to repurchase (e.g., borrowings secured by its MBS investments). Furthermore, the Bank has access to borrowings (typically short-term) from the other FHLBanks.

As discussed more fully in the Bank’s 2009 10-K, the 12 FHLBanks and the Office of Finance entered into the Federal Home Loan Banks P&I Funding and Contingency Plan Agreement (the “Contingency Agreement”) on June 23, 2006. The Contingency Agreement and related procedures were entered into in order to facilitate the timely funding of principal and interest payments on FHLBank System consolidated obligations in the event that a FHLBank is not able to meet its funding obligations in a timely manner. The Contingency Agreement and related procedures provide for the issuance of overnight consolidated obligations directly to one or more FHLBanks that provide funds to avoid a shortfall in the timely payment of principal and interest on any consolidated obligations for which another FHLBank is the primary obligor. Specifically, in the event that one or more FHLBanks does not fund its principal and interest payments under a consolidated obligation by deadlines agreed upon by the FHLBanks and the Office of Finance (for purposes of the Contingency Agreement, a “Delinquent Bank”), the non-Delinquent Banks will be obligated to fund any shortfall in funding to the extent that any of the non-Delinquent Banks has a net positive settlement balance (i.e., the amount by which end-of-day proceeds received by such non-Delinquent Bank from the sale of consolidated obligations on one day exceeds payments by such non-Delinquent Bank on consolidated obligations on the same day) in its account with the Office of Finance on the day the shortfall occurs. A FHLBank that funds the shortfall of a Delinquent Bank is referred to in the Contingency Agreement as a “Contingency Bank.” The non-Delinquent Banks would fund the shortfall of the Delinquent Bank sequentially in accordance with an agreed-upon funding matrix as provided in the Contingency Agreement. Additionally, a non-Delinquent Bank could choose to voluntarily fund any shortfall not funded on a mandatory basis by another non-Delinquent Bank. To fund the shortfall of a Delinquent Bank, the Office of Finance will issue to the Contingency Bank on behalf of the Delinquent Bank a consolidated obligation with a maturity of one business day in the amount of the shortfall funded by the Contingency Bank (a “Plan CO”). Through the date of this report, no Plan COs have been issued pursuant to the terms of the Contingency Agreement.

On occasion, and as an alternative to issuing new debt, the Bank may assume the outstanding consolidated obligations for which other FHLBanks are the original primary obligors. This occurs in cases where the original primary obligor may have participated in a large consolidated obligation issue to an extent that exceeded its immediate funding needs in order to facilitate better market execution for the issue. The original primary obligor might then warehouse the funds until they were needed, or make the funds available to other FHLBanks. Transfers may also occur when the original primary obligor’s funding needs change, and that FHLBank offers to transfer debt that is no longer needed to other FHLBanks. Transferred debt is typically fixed rate, fixed term, non-callable debt, and may be in the form of discount notes or bonds.

The Bank participates in such transfers of funding from other FHLBanks when the transfer represents favorable pricing relative to a new issue of consolidated obligations with similar features. The Bank did not assume any consolidated obligations from other FHLBanks during the nine months ended September 30, 2010 or 2009.

The Bank manages its liquidity to ensure that, at a minimum, it has sufficient funds to meet operational and contingent liquidity requirements. When measuring its liquidity for these purposes, the Bank includes only contractual cash flows and the amount of funds it estimates would be available in the event the Bank were to use securities held in its long-term investment portfolio as collateral for repurchase agreements. While it believes purchased federal funds might be available as a source of funds, it does not include this potential source of funds in its calculations of available liquidity.

The Bank’s operational liquidity requirement stipulates that it have sufficient funds to meet its obligations due on any given day plus an amount equal to the statistically estimated (at the 99-percent confidence level) cash and credit needs of its members and associates for one business day without accessing the capital markets for the sale of consolidated obligations. As of September 30, 2010, the Bank’s estimated operational liquidity requirement was $4.7 billion. At that date, the Bank estimated that its operational liquidity exceeded this requirement by approximately $14.1 billion.

The Bank’s contingent liquidity requirement further requires that it maintain adequate balance sheet liquidity and access to other funding sources should it be unable to issue consolidated obligations for five business days. The combination of funds available from these sources must be sufficient for the Bank to meet its obligations as they

come due and the cash and credit needs of its members, with the potential needs of members statistically estimated at the 99-percent confidence level. As of September 30, 2010, the Bank’s estimated contingent liquidity requirement was $6.5 billion. At that date, the Bank estimated that its contingent liquidity exceeded this requirement by approximately $16.3 billion.

In addition to the liquidity measures described above, the Bank is required, pursuant to guidance issued by the Finance Agency on March 6, 2009, to meet two daily liquidity standards, each of which assumes that the Bank is unable to access the market for consolidated obligations during a prescribed period. The first standard requires the Bank to maintain sufficient funds to meet its obligations for 15 days under a scenario in which it is assumed that members do not renew any maturing, prepaid or called advances. The second standard requires the Bank to maintain sufficient funds to meet its obligations for 5 days under a scenario in which it is assumed that members renew all maturing and called advances, with certain exceptions for very large, highly rated members. These requirements are more stringent than the 5-day contingent liquidity requirement discussed above. The Bank has been in compliance with both of these liquidity requirements since March 6, 2009.

The Bank’s access to the capital markets has never been interrupted to an extent that the Bank’s ability to meet its obligations was compromised and the Bank does not currently believe that its ability to issue consolidated obligations will be impeded to that extent in the future. If, however, the Bank were unable to issue consolidated obligations for an extended period of time, the Bank would eventually exhaust the availability of purchased federal funds (including borrowings from other FHLBanks) and repurchase agreements as sources of funds. It is also possible that an event (such as a natural disaster) that might impede the Bank’s ability to raise funds by issuing consolidated obligations would also limit the Bank’s ability to access the markets for federal funds purchased and/or repurchase agreements.

Under those circumstances, to the extent that the balance of principal and interest that came due on the Bank’s debt obligations and the funds needed to pay its operating expenses exceeded the cash inflows from its interest-earning assets and proceeds from maturing assets, and if access to the market for consolidated obligations was not again available, the Bank would seek to access funding under the Contingency Agreement to repay any principal and interest due on its consolidated obligations. However, if the Bank were unable to raise funds by issuing consolidated obligations, it is likely that the other FHLBanks would have similar difficulties issuing debt. If funds were not available under the Contingency Agreement, the Bank’s ability to conduct its operations would be compromised even earlier than if this funding source was available.

A summary of the Bank’s contractual cash obligations and off-balance-sheet lending-related financial commitments by due date or remaining maturity as of December 31, 2009 is provided in the Bank’s 2009 10-K. There have been no substantial changes in the Bank’s contractual obligations outside the normal course of business during the nine months ended September 30, 2010.

Recently Issued Accounting Guidance

For a discussion of recently issued accounting guidance, see “Item 1. Financial Statements” (specifically, Note 2 beginning on page 5 of this report).


ITEM 3.		QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The following quantitative and qualitative disclosures about market risk should be read in conjunction with the quantitative and qualitative disclosures about market risk that are included in the Bank’s 2009 10-K. The information provided herein is intended to update the disclosures made in the Bank’s 2009 10-K.

As a financial intermediary, the Bank is subject to interest rate risk. Changes in the level of interest rates, the slope of the interest rate yield curve, and/or the relationships (or spreads) between interest yields for different instruments have an impact on the Bank’s estimated market value of equity and its net earnings. This risk arises from a variety of instruments that the Bank enters into on a regular basis in the normal course of its business.

The terms of member advances, investment securities, and consolidated obligations may present interest rate risk and/or embedded option risk. As discussed in Management’s Discussion and Analysis of Financial Condition and

Results of Operations, the Bank makes extensive use of interest rate derivative instruments, primarily interest rate swaps and caps, to manage the risk arising from these sources.

The Bank has investments in residential mortgage-related assets, primarily CMOs and, to a much smaller extent, MPF mortgage loans, both of which present prepayment risk. This risk arises from the mortgagors’ option to prepay their mortgages, making the effective maturities of these mortgage-based assets relatively more sensitive to changes in interest rates and other factors that affect the mortgagors’ decisions to repay their mortgages as compared to other long-term investment securities that do not have prepayment features. Historically, a decline in interest rates has generally resulted in accelerated mortgage refinancing activity, thus increasing prepayments and thereby shortening the effective maturity of the mortgage-related assets. Conversely, rising rates generally slow prepayment activity and lengthen a mortgage-related asset’s effective maturity. Current economic and credit market conditions appear to have had an impact on mortgage prepayment activity, as borrowers whose mortgage rates are above current market rates and who might otherwise refinance or repay their mortgages more rapidly may not be able to obtain new mortgage loans at current lower rates due to reductions in their incomes, declines in the values of their homes, tighter lending standards, a general lack of credit availability, and/or delays in obtaining approval of new loans.

Historically, the Bank has managed the potential prepayment risk embedded in mortgage assets by purchasing almost exclusively floating rate securities, by purchasing highly structured tranches of mortgage securities that substantially limit the effects of prepayment risk, and/or by using interest rate derivative instruments to offset prepayment risk specific both to particular securities and to the overall mortgage portfolio. Because the Bank generally purchases mortgage-backed securities with the intent and expectation of holding them to maturity, the Bank’s risk management activities related to these securities are focused on those interest rate factors that pose a risk to the Bank’s future earnings. As recent liquidity discounts in the prices for some of these securities have indicated, these interest rate factors may not necessarily be the same factors that are driving the market prices of the securities.

The Bank’s Risk Management Policy provides a risk management framework for the financial management of the Bank consistent with the strategic principles outlined in its Strategic Business Plan. The Bank develops its funding and hedging strategies to manage its interest rate risk within the risk limits established in its Risk Management Policy.

The Risk Management Policy articulates the Bank’s tolerance for the amount of overall interest rate risk the Bank will assume by limiting the maximum estimated loss in market value of equity that the Bank would incur under simulated 200 basis point changes in interest rates to 15 percent of the estimated base case market value. As reflected in the table below, the Bank was in compliance with this limit at each month end during the nine months ended September 30, 2010.

As part of its ongoing risk management process, the Bank calculates an estimated market value of equity for a base case interest rate scenario and for interest rate scenarios that reflect parallel interest rate shocks. These calculations are made primarily for the purpose of analyzing and managing the Bank’s interest rate risk and, accordingly, have been designed for that purpose rather than for purposes of fair value disclosure under generally accepted accounting principles. The base case market value of equity is calculated by determining the estimated fair value of each instrument on the Bank’s balance sheet, and subtracting the estimated aggregate fair value of the Bank’s liabilities from the estimated aggregate fair value of the Bank’s assets. For purposes of these calculations, mandatorily redeemable capital stock is treated as equity rather than as a liability. The fair values of the Bank’s financial instruments (both assets and liabilities) are determined using vendor prices, dealer estimates or a pricing model. These calculations include values for MBS based on current estimated market prices, some of which have recently reflected discounts that the Bank believes are largely related to credit concerns and a lack of market liquidity rather than the level of interest rates. For those instruments for which a pricing model is used, the calculations are based upon parameters derived from market conditions existing at the time of measurement, and are generally determined by discounting estimated future cash flows at the replacement (or similar) rate for new instruments of the same type with the same or very similar characteristics. The market value of equity calculations include non-financial assets and liabilities, such as premises and equipment, other assets, payables for AHP and REFCORP, and other liabilities at their recorded carrying amounts.

For purposes of compliance with the Bank’s Risk Management Policy limit on estimated losses in market value, market value of equity losses are defined as the estimated net sensitivity of the value of the Bank’s equity (the net

value of its portfolio of assets, liabilities and interest rate derivatives) to 200 basis point parallel shifts in interest rates. The following table provides the Bank’s estimated base case market value of equity and its estimated market value of equity under up and down 200 basis point interest rate shock scenarios (and, for comparative purposes, its estimated market value of equity under up and down 100 basis point interest rate shock scenarios) for each month-end during the period from December 2009 through September 2010. In addition, the table provides the percentage change in estimated market value of equity under each of these shock scenarios for the indicated periods.

MARKET VALUE OF EQUITY

(dollars in billions)


			Up 200 Basis Points⁽¹⁾					Down 200 Basis Points⁽²⁾					Up 100 Basis Points⁽¹⁾					Down 100 Basis Points⁽²⁾
	Base Case		Estimated		Percentage			Estimated		Percentage			Estimated		Percentage			Estimated		Percentage
	Market		Market		Change			Market		Change			Market		Change			Market		Change
	Value		Value		from			Value		from			Value		from			Value		from
	of Equity		of Equity		Base Case⁽³⁾			of Equity		Base Case⁽³⁾			of Equity		Base Case⁽³⁾			of Equity		Base Case⁽³⁾
December 2009	$	2.836	$	2.520		-11.14	%	$	2.947		3.91	%	$	2.700		-4.80	%	$	2.908		2.54	%

January 2010		2.727		2.466		-9.57	%		2.829		3.74	%		2.620		-3.92	%		2.795		2.49	%
February 2010		2.828		2.528		-10.61	%		2.967		4.92	%		2.697		-4.63	%		2.920		3.25	%
March 2010		2.743		2.433		-11.30	%		2.873		4.74	%		2.608		-4.92	%		2.827		3.06	%

April 2010		2.627		2.367		-9.90	%		2.738		4.23	%		2.516		-4.23	%		2.701		2.82	%
May 2010		2.590		2.378		-8.19	%		2.667		2.97	%		2.504		-3.32	%		2.647		2.20	%
June 2010		2.760		2.506		-9.20	%		2.909		5.40	%		2.651		-3.95	%		2.849		3.22	%

July 2010		2.762		2.546		-7.82	%		2.909		5.32	%		2.668		-3.40	%		2.847		3.08	%
August 2010		2.691		2.527		-6.09	%		2.823		4.91	%		2.622		-2.56	%		2.771		2.97	%
September 2010		2.379		2.207		-7.23	%		2.512		5.59	%		2.304		-3.15	%		2.453		3.11	%


⁽¹⁾		In the up 100 and 200 scenarios, the estimated market value of equity is calculated under assumed instantaneous +100 and +200 basis point parallel shifts in interest rates.

⁽²⁾		Pursuant to guidance issued by the Finance Agency, the estimated market value of equity is calculated under assumed instantaneous -100 and -200 basis point parallel shifts in interest rates, subject to a floor of 0.35 percent.

⁽³⁾		Amounts used to calculate percentage changes are based on numbers in the thousands. Accordingly, recalculations based upon the disclosed amounts (billions) may not produce the same results.

A related measure of interest rate risk is duration of equity. Duration is the weighted average maturity (typically measured in months or years) of an instrument’s cash flows, weighted by the present value of those cash flows. As such, duration provides an estimate of an instrument’s sensitivity to small changes in market interest rates. The duration of assets is generally expressed as a positive figure, while the duration of liabilities is generally expressed as a negative number. The change in value of a specific instrument for given changes in interest rates will generally vary in inverse proportion to the instrument’s duration. As market interest rates decline, instruments with a positive duration are expected to increase in value, while instruments with a negative duration are expected to decrease in value. Conversely, as interest rates rise, instruments with a positive duration are expected to decline in value, while instruments with a negative duration are expected to increase in value.

The values of instruments having relatively longer (or higher) durations are more sensitive to a given interest rate movement than instruments having shorter durations; that is, risk increases as the absolute value of duration lengthens. For instance, the value of an instrument with a duration of three years will theoretically change by three percent for every one percentage point change in interest rates, while the value of an instrument with a duration of five years will theoretically change by five percent for every one percentage point change in interest rates.

The duration of individual instruments may be easily combined to determine the duration of a portfolio of assets or liabilities by calculating a weighted average duration of the instruments in the portfolio. Such combinations provide a single straightforward metric that describes the portfolio’s sensitivity to interest rate movements. These additive properties can be applied to the assets and liabilities on the Bank’s balance sheet. The difference between the combined durations of the Bank’s assets and the combined durations of its liabilities is sometimes referred to as duration gap and provides a measure of the relative interest rate sensitivities of the Bank’s assets and liabilities.

Duration gap is a useful measure of interest rate sensitivity but does not account for the effect of leverage, or the effect of the absolute duration of the Bank’s assets and liabilities, on the sensitivity of its estimated market value of equity to changes in interest rates. The inclusion of these factors results in a measure of the sensitivity of the value of the Bank’s equity to changes in market interest rates referred to as the duration of equity. Duration of equity is the market value weighted duration of assets minus the market value weighted duration of liabilities divided by the market value of equity.

The significance of an entity’s duration of equity is that it can be used to describe the sensitivity of the entity’s market value of equity to movements in interest rates. A duration of equity equal to zero would mean, within a narrow range of interest rate movements, that the Bank had neutralized the impact of changes in interest rates on the market value of its equity.

A positive duration of equity would mean, within a narrow range of interest rate movements, that for each one year of duration the estimated market value of the Bank’s equity would be expected to decline by about 0.01 percent for every positive 0.01 percent change in the level of interest rates. A positive duration generally indicates that the value of the Bank’s assets is more sensitive to changes in interest rates than the value of its liabilities (i.e., that the duration of its assets is greater than the duration of its liabilities).

Conversely, a negative duration of equity would mean, within a narrow range of interest rate movements, that for each one year of negative duration the estimated market value of the Bank’s equity would be expected to increase by about 0.01 percent for every positive 0.01 percent change in the level of interest rates. A negative duration generally indicates that the value of the Bank’s liabilities is more sensitive to changes in interest rates than the value of its assets (i.e., that the duration of its liabilities is greater than the duration of its assets).

The following table provides information regarding the Bank’s base case duration of equity as well as its duration of equity in up and down 100 and 200 basis point interest rate shock scenarios for each month-end during the period from December 2009 through September 2010.

DURATION ANALYSIS

(Expressed in Years)


	Base Case Interest Rates
	Asset		Liability			Duration		Duration		Duration of Equity
	Duration		Duration			Gap		of Equity		Up 100⁽¹⁾		Up 200⁽¹⁾		Down 100⁽²⁾		Down 200⁽²⁾
December 2009		0.46		(0.31	)		0.15		3.65		6.04		7.90		2.49		1.73

January 2010		0.44		(0.33	)		0.11		2.93		5.34		7.00		1.86		0.98
February 2010		0.49		(0.33	)		0.16		3.75		5.86		7.20		2.58		1.19
March 2010		0.50		(0.33	)		0.17		4.09		6.22		7.86		3.02		1.81

April 2010		0.48		(0.33	)		0.15		3.34		5.37		7.09		2.42		1.20
May 2010		0.44		(0.35	)		0.09		2.36		4.39		6.08		1.53		0.50
June 2010		0.47		(0.32	)		0.15		3.44		4.99		6.33		3.26		2.35

July 2010		0.47		(0.31	)		0.16		3.28		4.06		5.45		3.16		1.73
August 2010		0.46		(0.33	)		0.13		2.64		3.10		4.28		3.06		1.28
September 2010		0.44		(0.32	)		0.12		3.19		3.83		4.97		3.53		1.70


⁽¹⁾		In the up 100 and 200 scenarios, the duration of equity is calculated under assumed instantaneous +100 and +200 basis point parallel shifts in interest rates.

⁽²⁾		Pursuant to guidance issued by the Finance Agency, the duration of equity was calculated under assumed instantaneous -100 and -200 basis point parallel shifts in interest rates, subject to a floor of 0.35 percent.

Duration of equity measures the impact of a parallel shift in interest rates on an entity’s market value of equity but may not be a good metric for measuring changes in value related to non-parallel rate shifts. An alternative measure for that purpose uses key rate durations, which measure portfolio sensitivity to changes in interest rates at particular points on a yield curve. Key rate duration is a specialized form of duration. It is calculated by estimating the change

in value due to changing the market rate for one specific maturity point on the yield curve while holding all other variables constant. The sum of the key rate durations across an applicable yield curve is approximately equal to the overall portfolio duration.

The duration of equity measure represents the expected percentage change in the Bank’s market value of equity for a one percentage point (100 basis point) parallel change in interest rates. The key rate duration measure represents the expected percentage change in the Bank’s market value of equity for a one percentage point (100 basis point) parallel change in interest rates for a given maturity point on the yield curve, holding all other rates constant. The Bank has established a key rate duration limit of 7.5 years, measured as the difference between the maximum and minimum key rate durations calculated for seven defined individual maturity points on the yield curve. In addition, for the 10-year maturity point key rate duration, the Bank has established a separate limit of 15 years. The Bank calculates these metrics monthly and was in compliance with these policy limits at each month-end during the first nine months of 2010.


ITEM 4.		CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Bank’s management, under the supervision and with the participation of its Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the Bank’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the period covered by this report. Based upon that evaluation, the Bank’s Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, the Bank’s disclosure controls and procedures were effective in: (1) recording, processing, summarizing and reporting information required to be disclosed by the Bank in the reports that it files or submits under the Exchange Act within the time periods specified in the SEC’s rules and forms and (2) ensuring that information required to be disclosed by the Bank in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Bank’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

Changes in Internal Control Over Financial Reporting

There were no changes in the Bank’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended September 30, 2010 that have materially affected, or are reasonably likely to materially affect, the Bank’s internal control over financial reporting.

PART II. OTHER INFORMATION


ITEM 1A.		RISK FACTORS

The following is intended to provide updated information with regard to risk factors included in our 2009 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 25, 2010. The specific risk factors being updated are: (1) “Changes in the regulatory environment could negatively impact our operations and financial results and condition,” (2) “Changes in our access to the interest rate derivatives market under acceptable terms may adversely affect our ability to maintain our current hedging strategies,” and (3) “A natural disaster, especially one affecting our region, could adversely affect our profitability or financial condition.” Risk factors (1) and (2) are updated as set forth below and these updates should be read in conjunction with the corresponding risk factors as set forth in our 2009 10-K. Risk factor (3) is updated and restated in its entirety as set forth below and supersedes the corresponding risk factor in our 2009 10-K. The three risk factors noted above, as updated or restated as the case may be, remain applicable to our business as do the other risk factors contained in our 2009 10-K.

Changes in the regulatory environment could negatively impact our operations and financial results and condition.

Under the Dodd-Frank Act, if the Financial Stability Oversight Council (the “Council”) established by the legislation decided that we were a nonbank financial company whose material financial distress could pose a threat to the financial stability of the United States, then we could be subject to supervision by the Board of Governors of the Federal Reserve System (the “Board of Governors”). Additionally, if our financial activities were determined to have the potential to create significant financial risk to the United States markets, the Council could recommend that the Finance Agency impose new or heightened standards and safeguards on us. Further, the legislation also contains provisions that will regulate the over-the-counter derivatives market.

The Dodd-Frank Act also contains a number of provisions that, while they may not directly affect us, could affect our members. For example, the legislation establishes a special insolvency regime to address the failure of a financial company, eliminates the Office of Thrift Supervision, establishes a Federal Insurance Office to monitor and identify issues with respect to the insurance industry, establishes certain entities charged with investor and consumer protection, and imposes additional regulation on mortgage originators and residential mortgage loans.

Because the Dodd-Frank Act requires several entities (among them, the Council, the Board of Governors, and the SEC) to issue a number of regulations, orders, determinations, and reports, the full effect of this legislation on us and our activities, and on our members and their activities, will become known only after the required regulations, orders, determinations, and reports are issued and implemented. For a more complete discussion of the Dodd-Frank Act, see “Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Legislative Developments.”

On May 3, 2010, the Finance Agency published a final rule regarding the composition, duties and responsibilities of the Board of Directors of the Office of Finance and its Audit Committee. Pursuant to the rule, the Board of Directors of the Office of Finance now consists of the presidents of each of the 12 FHLBanks, plus five independent directors. The five independent directors now comprise the Audit Committee. Under the final rule, and as previously existed, no FHLBank shareholders are represented on the Board of Directors of the Office of Finance. Further, the final rule gives the Office of Finance Audit Committee the authority under certain circumstances to establish common accounting policies for the information submitted by the FHLBanks to the Office of Finance for inclusion in the combined financial reports. For a more complete discussion of this rule, see “Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Regulatory Developments.”

Changes in our access to the interest rate derivatives market under acceptable terms may adversely affect our ability to maintain our current hedging strategies.

As noted above, the Dodd-Frank Act contains provisions that are designed to increase the regulation of the over-the-counter derivatives market. These provisions could impede our ability to use appropriate derivatives products as interest rate hedging tools. The legislation generally provides for increased margin and capital requirements for derivatives users that would, if applicable to us, increase the cost of hedging our balance sheet risk and therefore could negatively impact our results of operations. If we are determined to be a major swap participant within the meaning of the Dodd-Frank Act, we will be required to register with the Commodity Futures Trading Commission.

A natural or man-made disaster, especially one affecting our region, could adversely affect our profitability or financial condition.

Portions of our district are subject to risks from hurricanes, tornadoes, floods and other natural disasters. In addition to natural disasters, our business could be negatively impacted by man-made disasters. Such natural or man-made disasters may damage or dislocate our members’ facilities, may damage or destroy collateral pledged to secure advances or other extensions of credit, may adversely affect the livelihood of MPF borrowers or members’ customers or otherwise cause significant economic dislocation in the affected areas. If this were to occur, our business could be negatively impacted.

During the second quarter of 2010, the Deepwater Horizon offshore drilling rig exploded in the Gulf of Mexico, causing the largest oil spill in U.S. history. While a final determination of the extent of the environmental damage and negative economic impact to gulf coast areas cannot be made at this time, the oil spill has already had an adverse impact on several industries in the region. In addition, the U.S. Government imposed a moratorium on certain offshore drilling activities that was in effect until October 12, 2010. These events have had and are likely to continue to have a negative impact on the economies in those areas within our district that are heavily dependent on the oil and gas, fishing and tourism industries.

While BP p.l.c., the majority owner of the well, has committed to fund an escrow account of $20 billion that will be available to reimburse losses resulting from the oil spill, and BP p.l.c. and others may be liable if qualifying losses exceed $20 billion, we are uncertain to what extent direct and/or indirect losses incurred by businesses in our district will qualify for reimbursement from the escrow account or other sources.

Member financial institutions in the affected areas may be adversely affected in a variety of ways by the oil spill, including the inability of their borrowers to repay loans made by the institutions, damage to the borrowers’ properties that serve as collateral for the loans made by the institutions, and a reduction in customer demand for loans as a result of weakened economic conditions. We are unable to determine the timing or extent of recovery of the local economies in which affected members operate and what impact reimbursements from BP p.l.c. or other parties will have on borrowers’ ability to rebuild their businesses and repay outstanding loans. Accordingly, the degree to which our members in the affected areas will be impacted is uncertain.

Significant borrower defaults on loans made by our members could cause members to fail. If one or more member institutions fail, and if the value of the collateral pledged to secure advances from us has declined below the amount borrowed, we could incur a credit loss that would adversely affect our financial condition and results of operations. A decline in the local economies in which our members operate could reduce members’ needs for funding, which could reduce demand for our advances. We could be adversely impacted by the reduction in business volume that would arise either from the failure of one or more of our members or from a decline in member funding needs.


ITEM 6.		EXHIBITS


10.1		2010 Amendment to Deferred Compensation Plan of the Registrant for Deferrals Effective January 1, 2005, dated July 22, 2010.

10.2		2010 Amendment to Non-Qualified Deferred Compensation Plan for the Board of Directors of the Registrant for Deferrals Effective January 1, 2005, dated July 22, 2010.

31.1		Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of principal executive officer and principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


	Page
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements		1

Statements of Condition as of September 30, 2010 and December 31, 2009		1

Statements of Income for the Three and Nine Months Ended September 30, 2010 and 2009		2

Statements of Capital for the Nine Months Ended September 30, 2010 and 2009		3

Statements of Cash Flows for the Nine Months Ended September 30, 2010 and 2009		4

Notes to Interim Unaudited Financial Statements		5

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		30

Forward-Looking Information		30

Overview		30

Selected Financial Data		36

Legislative Developments		37

Regulatory Developments		40

Financial Condition		44

Results of Operations		60

Critical Accounting Policies and Estimates		70

Liquidity and Capital Resources		70

Recently Issued Accounting Guidance		72

Item 3. Quantitative and Qualitative Disclosures About Market Risk		72

Item 4. Controls and Procedures		76

PART II. OTHER INFORMATION

Item 1A. Risk Factors		76

Item 6. Exhibits		78

Signatures		79
EX-10.1
EX-10.2
EX-31.1
EX-31.2
EX-32.1


	Federal Home Loan Bank of Dallas
November 12, 2010	By	/s/ Michael Sims
Date		Michael Sims
		Chief Operating Officer, Executive Vice President - Finance and Chief Financial Officer (Principal Financial Officer)


November 12, 2010	By	/s/ Tom Lewis
Date		Tom Lewis
		Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)


1st year of Service	=	no Bank match

2nd and 3rd years of Service	=	100% match on first 3% of monthly salary
		contributed to the Plan reduced by 3% of the
		Participant's monthly eligible compensation,
		as defined under the Qualified Plan. (100%
		match on first 5% of monthly of salary
		contributed to the Plan, if employed on or
		after January 1, 2007 and without prior
		Pentegra DB Pension Plan benefit service,
		reduced by 5% of the Participant's monthly
		eligible compensation, as defined under the
		Qualified Plan.)


	FEDERAL HOME LOAN BANK OF DALLAS
	By:	/s/ Timothy J. Heup, Sr. VP
		Corporate Officer

1.		I have reviewed this quarterly report on Form 10-Q of the Federal Home Loan Bank of Dallas;

2.		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.		Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.		The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:



	/s/ Terry Smith
	Terry Smith
	President and Chief Executive Officer



	/s/ Michael Sims
	Michael Sims
	Chief Operating Officer, Executive Vice President - Finance and Chief Financial Officer

	(1)		The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	(2)		The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Bank.