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 June 30, 2014

OR

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 (State or other jurisdiction of incorporation or organization)	71-6013989 (I.R.S. Employer Identification Number)
8500 Freeport Parkway South, Suite 600 Irving, TX (Address of principal executive offices)	75063-2547 (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 þ 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 July 31, 2014, the registrant had outstanding 10,277,207 shares of its Class B Capital Stock, $100 par value per share.

FEDERAL HOME LOAN BANK OF DALLAS

TABLE OF CONTENTS

	Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements	1
Statements of Condition as of June 30, 2014 and December 31, 2013	1
Statements of Income for the Three and Six Months Ended June 30, 2014 and 2013	2
Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2014 and 2013	3
Statements of Capital for the Six Months Ended June 30, 2014 and 2013	4
Statements of Cash Flows for the Six Months Ended June 30, 2014 and 2013	5
Notes to Interim Unaudited Financial Statements	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	39
Forward-Looking Information	39
Overview	39
Selected Financial Data	44
Legislative and Regulatory Developments	45
Financial Condition	45
Results of Operations	59
Critical Accounting Policies and Estimates	66
Liquidity and Capital Resources	66
Recently Issued Accounting Guidance	68
Item 3. Quantitative and Qualitative Disclosures About Market Risk	68
Item 4. Controls and Procedures	71
PART II. OTHER INFORMATION
Item 6. Exhibits	71
Signatures	72
EX-31.1
EX-31.2
EX-32.1
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

FEDERAL HOME LOAN BANK OF DALLAS

STATEMENTS OF CONDITION

(Unaudited; in thousands, except share data)

	June 30, 2014		December 31, 2013
ASSETS
Cash and due from banks	$	1,286,757	$	911,081
Interest-bearing deposits	257		344
Securities purchased under agreements to resell (Note 10)	750,000		—
Federal funds sold	1,489,000		1,468,000
Trading securities (Notes 3, 10 and 15) ($12,998 pledged at June 30, 2014, which can be rehypothecated)	1,008,112		1,007,757
Available-for-sale securities (Note 4)	5,607,002		5,455,693
Held-to-maturity securities (a) (Note 5)	5,083,719		5,198,549
Advances (Notes 6 and 7)	18,245,870		15,978,945
Mortgage loans held for portfolio, net of allowance for credit losses of $148 and $165 at June 30, 2014 and December 31, 2013, respectively (Note 7)	80,791		91,110
Accrued interest receivable	63,863		64,425
Premises and equipment, net	18,164		18,477
Derivative assets (Notes 10 and 11)	8,508		15,909
Other assets	9,257		11,534
TOTAL ASSETS	$	33,651,300	$	30,221,824
LIABILITIES AND CAPITAL
Deposits
Interest-bearing	$	621,099	$	885,638
Non-interest bearing	24		29
Total deposits	621,123		885,667
Consolidated obligations (Note 8)
Discount notes	11,952,899		5,984,530
Bonds	18,958,906		21,486,712
Total consolidated obligations	30,911,805		27,471,242
Mandatorily redeemable capital stock	3,779		3,065
Accrued interest payable	42,901		47,035
Affordable Housing Program (Note 9)	29,536		31,864
Derivative liabilities (Notes 10 and 11)	14,574		10,991
Other liabilities (Note 4)	118,298		25,456
Total liabilities	31,742,016		28,475,320
Commitments and contingencies (Notes 7 and 15)
CAPITAL (Note 12)
Capital stock — Class B putable ($100 par value) issued and outstanding shares: 12,275,129 and 11,236,747 shares at June 30, 2014 and December 31, 2013, respectively	1,227,513		1,123,675
Retained earnings
Unrestricted	635,150		615,620
Restricted	45,233		39,850
Total retained earnings	680,383		655,470
Accumulated other comprehensive income (loss) (Note 18)	1,388		(32,641		)
Total capital	1,909,284		1,746,504
TOTAL LIABILITIES AND CAPITAL	$	33,651,300	$	30,221,824

_____________________________

(a) Fair values: $5,139,527 and $5,258,422 at June 30, 2014 and December 31, 2013, respectively.

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

1

FEDERAL HOME LOAN BANK OF DALLAS

STATEMENTS OF INCOME

(Unaudited, in thousands)

	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2014			2013			2014			2013
INTEREST INCOME
Advances	$	30,702		$	35,783		$	61,794		$	73,494
Prepayment fees on advances, net	4,313			3,280			4,863			3,674
Interest-bearing deposits	171			325			316			748
Securities purchased under agreements to resell	154			356			191			1,086
Federal funds sold	387			525			751			1,188
Trading securities	110			—			278			—
Available-for-sale securities	5,111			5,749			10,263			11,703
Held-to-maturity securities	10,429			13,725			21,318			28,161
Mortgage loans held for portfolio	1,188			1,537			2,448			3,169
Other	—			—			—			1
Total interest income	52,565			61,280			102,222			123,224
INTEREST EXPENSE
Consolidated obligations
Bonds	18,640			23,221			37,776			48,102
Discount notes	2,012			1,519			3,788			3,731
Deposits	21			28			43			64
Mandatorily redeemable capital stock	4			4			8			8
Other borrowings	3			2			4			4
Total interest expense	20,680			24,774			41,619			51,909
NET INTEREST INCOME	31,885			36,506			60,603			71,315
OTHER INCOME (LOSS)
Service fees	674			764			1,143			1,316
Net gains (losses) on trading securities	350			(104		)	559			240
Net gains on derivatives and hedging activities	273			3,088			968			4,876
Gains on early extinguishment of debt	402			—			723			—
Letter of credit fees	1,191			1,141			2,341			2,305
Other, net	(60		)	(3		)	(56		)	(25		)
Total other income	2,830			4,886			5,678			8,712
OTHER EXPENSE
Compensation and benefits	9,907			9,146			20,155			20,075
Other operating expenses	8,148			6,663			13,878			12,858
Finance Agency	502			495			1,165			1,215
Office of Finance	585			541			1,143			1,209
Other	13			1			33			1
Total other expense	19,155			16,846			36,374			35,358
INCOME BEFORE ASSESSMENTS	15,560			24,546			29,907			44,669
Affordable Housing Program assessment	1,556			2,455			2,991			4,468
NET INCOME	$	14,004		$	22,091		$	26,916		$	40,201

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

2

FEDERAL HOME LOAN BANK OF DALLAS

STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited, in thousands)

	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2014			2013			2014			2013
NET INCOME	$	14,004		$	22,091		$	26,916		$	40,201
OTHER COMPREHENSIVE INCOME (LOSS)
Net unrealized gains (losses) on available-for-sale securities, net of unrealized gains and losses relating to hedged interest rate risk included in net income	5,096			(42,622		)	30,368			(19,492		)
Accretion of non-credit portion of other-than-temporary impairment losses to the carrying value of held-to-maturity securities	1,848			2,046			3,707			4,100
Postretirement benefit plan
Prior service cost	—			—			—			(211		)
Amortization of prior service cost (credit) included in net periodic benefit cost	1			(4		)	1			(8		)
Amortization of net actuarial gain included in net periodic benefit cost	(24		)	(6		)	(47		)	(12		)
Total other comprehensive income (loss)	6,921			(40,586		)	34,029			(15,623		)
TOTAL COMPREHENSIVE INCOME (LOSS)	$	20,925		$	(18,495	)	$	60,945		$	24,578

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

3

FEDERAL HOME LOAN BANK OF DALLAS

STATEMENTS OF CAPITAL

FOR THE SIX MONTHS ENDED JUNE 30, 2014 AND 2013

(Unaudited, in thousands)

														Accumulated  Other Comprehensive  Income (Loss)
	Capital Stock Class B - Putable					Retained Earnings											Total  Capital
	Shares		Par Value			Unrestricted			Restricted		Total
BALANCE, JANUARY 1, 2014	11,237		$	1,123,675		$	615,620		$	39,850	$	655,470		$	(32,641	)	$	1,746,504
Proceeds from sale of capital stock	5,662		566,149			—			—		—			—			566,149
Repurchase/redemption of capital stock	(4,629	)	(462,860		)	—			—		—			—			(462,860		)
Shares reclassified to mandatorily redeemable capital stock	(14	)	(1,367		)	—			—		—			—			(1,367		)
Comprehensive income
Net income	—		—			21,533			5,383		26,916			—			26,916
Other comprehensive income	—		—			—			—		—			34,029			34,029
Dividends on capital stock (at 0.375 percent annualized rate)
Cash	—		—			(85		)	—		(85		)	—			(85		)
Mandatorily redeemable capital stock	—		—			(2		)	—		(2		)	—			(2		)
Stock	19		1,916			(1,916		)	—		(1,916		)	—			—
BALANCE, JUNE 30, 2014	12,275		$	1,227,513		$	635,150		$	45,233	$	680,383		$	1,388		$	1,909,284
BALANCE, JANUARY 1, 2013	12,170		$	1,216,986		$	549,617		$	22,276	$	571,893		$	(18,245	)	$	1,770,634
Proceeds from sale of capital stock	4,736		473,672			—			—		—			—			473,672
Repurchase/redemption of capital stock	(5,362	)	(536,229		)	—			—		—			—			(536,229		)
Net shares reclassified from mandatorily redeemable capital stock	3		246			—			—		—			—			246
Comprehensive income
Net income	—		—			32,161			8,040		40,201			—			40,201
Other comprehensive loss	—		—			—			—		—			(15,623		)	(15,623		)
Dividends on capital stock (at 0.375 percent annualized rate)
Cash	—		—			(87		)	—		(87		)	—			(87		)
Stock	21		2,106			(2,106		)	—		(2,106		)	—			—
BALANCE, JUNE 30, 2013	11,568		$	1,156,781		$	579,585		$	30,316	$	609,901		$	(33,868	)	$	1,732,814

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

4

FEDERAL HOME LOAN BANK OF DALLAS

STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)

	For the Six Months Ended
	June 30,
	2014			2013
OPERATING ACTIVITIES
Net income	$	26,916		$	40,201
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization
Net premiums and discounts on advances, consolidated obligations, investments and mortgage loans	29,245			15,453
Concessions on consolidated obligation bonds	842			962
Premises, equipment and computer software costs	1,788			2,611
Non-cash interest on mandatorily redeemable capital stock	9			7
Gains on early extinguishment of debt	(723		)	—
Net realized loss on disposition of premises, equipment and computer software	67			—
Net increase in trading securities	(465		)	(1,000		)
Loss due to change in net fair value adjustment on derivative and hedging activities	43,232			35,625
Decrease in accrued interest receivable	569			4,401
Decrease in other assets	2,288			465
Increase (decrease) in Affordable Housing Program (AHP) liability	(2,328		)	1,055
Decrease in accrued interest payable	(4,134		)	(404		)
Decrease in other liabilities	(2,948		)	(1,168		)
Total adjustments	67,442			58,007
Net cash provided by operating activities	94,358			98,208
INVESTING ACTIVITIES
Net decrease in interest-bearing deposits, including swap collateral pledged	119,766			256,138
Net decrease (increase) in securities purchased under agreements to resell	(750,000		)	2,750,000
Net decrease (increase) in federal funds sold	(21,000		)	699,000
Net increase in short-term trading securities held for investment	(33		)	—
Purchases of available-for-sale securities	(40,788		)	—
Proceeds from maturities of long-term held-to-maturity securities	515,734			969,022
Purchases of long-term held-to-maturity securities	(391,638		)	(657,590		)
Principal collected on advances	226,382,257			216,166,949
Advances made	(228,651,901		)	(216,294,710		)
Principal collected on mortgage loans held for portfolio	10,179			16,867
Purchases of premises, equipment and computer software	(976		)	(870		)
Net cash provided by (used in) investing activities	(2,828,400		)	3,904,806

5

	For the Six Months Ended
	June 30,
	2014			2013
FINANCING ACTIVITIES
Net decrease in deposits, including swap collateral held	(267,063		)	(96,264		)
Net payments on derivative contracts with financing elements	(92,933		)	(97,572		)
Net proceeds from issuance of consolidated obligations
Discount notes	88,944,067			129,071,395
Bonds	6,844,098			3,312,134
Debt issuance costs	(1,358		)	(665		)
Payments for maturing and retiring consolidated obligations
Discount notes	(82,976,626		)	(128,485,119		)
Bonds	(9,443,010		)	(6,667,500		)
Proceeds from issuance of capital stock	566,149			473,672
Proceeds from issuance of mandatorily redeemable capital stock	8			18
Payments for redemption of mandatorily redeemable capital stock	(669		)	(54		)
Payments for repurchase/redemption of capital stock	(462,860		)	(536,229		)
Cash dividends paid	(85		)	(87		)
Net cash provided by (used in) financing activities	3,109,718			(3,026,271		)
Net increase in cash and cash equivalents	375,676			976,743
Cash and cash equivalents at beginning of the period	911,081			920,780
Cash and cash equivalents at end of the period	$	1,286,757		$	1,897,523
Supplemental Disclosures:
Interest paid	$	64,443		$	78,073
AHP payments, net	$	5,319		$	3,413
Stock dividends issued	$	1,916		$	2,106
Dividends paid through issuance of mandatorily redeemable capital stock	$	2		$	—
Net capital stock reclassified to (from) mandatorily redeemable capital stock	$	1,367		$	(246	)

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

6

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 (“U.S. 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 that 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, 2013. 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, 2013 filed with the SEC on March 24, 2014 (the “2013 10-K”). The notes to the interim financial statements update and/or highlight significant changes to the notes included in the 2013 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 U.S. government, supervises and regulates the housing government-sponsored enterprises ("GSEs"), including the FHLBanks and the Office of Finance.

Use of Estimates. The preparation of financial statements in conformity with U.S. 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 ("MBS") 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

Asset Classification and Charge-offs. On April 9, 2012, the Finance Agency issued Advisory Bulletin 2012-02, "Framework for Adversely Classifying Loans, Other Real Estate Owned, and Other Assets and Listing Assets for Special Mention" ("AB 2012-02"). The guidance establishes a standard and uniform methodology for classifying assets and prescribes the timing of asset charge-offs, excluding investment securities. The guidance in AB 2012-02 is generally consistent with the Uniform Retail Credit Classification and Account Management Policy issued by the federal banking regulators in June 2000. The adoption of the accounting guidance in AB 2012-02, which is effective January 1, 2015, is not expected to have a significant impact on the Bank's results of operations or financial condition.

Joint and Several Liability Arrangements. On February 28, 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2013-04 “Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date” (“ASU 2013-04”), which provides guidance for the recognition, measurement and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of the guidance is fixed at the reporting date. ASU 2013-04 requires an entity to measure these obligations as the sum of (1) the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and (2) any additional amount the reporting entity expects to pay on behalf of its co-obligors. ASU 2013-04 also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The guidance in ASU 2013-04 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013 (January 1, 2014 for the Bank) and is to be applied retrospectively to all prior periods presented. The adoption of this guidance did not have any impact on the Bank's results of operations or financial condition.

Revenue from Contracts with Customers. On May 28, 2014, the FASB issued ASU 2014-09 "Revenue from Contracts with Customers" ("ASU 2014-09"), which outlines a comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. In addition, ASU 2014-09 amends the existing requirements for the recognition of a gain or loss on the transfer of non-financial assets that are not in a contract with a customer. ASU 2014-09 applies to all contracts with customers except those that are within the scope of certain other standards,

7

such as financial instruments, certain guarantees, insurance contracts, and lease contracts. The guidance in ASU 2014-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016 (January 1, 2017 for the Bank). Early application is not permitted. The adoption of this guidance is not expected to have a significant impact on the Bank's results of operations or financial condition.

Repurchase-to-Maturity Transactions and Repurchase Financings. On June 12, 2014, the FASB issued ASU 2014-11 "Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures" ("ASU 2014-11"), which changes the accounting for repurchase-to-maturity transactions and linked repurchase financings to secured borrowing accounting, which is consistent with the accounting for other repurchase agreements. In addition, ASU 2014-11 requires disclosures about transfers accounted for as sales in transactions that are economically similar to repurchase agreements and about the types of collateral pledged in repurchase agreements and similar transactions accounted for as secured borrowings. The accounting changes in ASU 2014-11 and the disclosure for certain transactions accounted for as a sale are effective for public companies for the first interim or annual period beginning after December 15, 2014 (January 1, 2015 for the Bank). For public companies, the disclosure for transactions accounted for as secured borrowings is required to be presented for annual periods beginning after December 15, 2014 (January 1, 2015 for the Bank), and interim periods beginning after March 15, 2015 (April 1, 2015 for the Bank). Earlier application for a public company is prohibited. The adoption of this guidance is not expected to have any impact on the Bank's results of operations or financial condition.

Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure. On August 8, 2014, the FASB issued ASU 2014-14 “Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure” (“ASU 2014-14”), which requires that government-guaranteed mortgage loans be derecognized and that a separate other receivable be recognized upon foreclosure if the following conditions are met: (i) the loan has a government guarantee that is not separable from the loan before foreclosure, (ii) at the time of foreclosure, the creditor has the intent to convey the real estate property to the guarantor and make a claim on the guarantee, and the creditor has the ability to recover under that claim, and (iii) at the time of foreclosure, any amount of the claim that is determined on the basis of the fair value of the real estate is fixed. Upon foreclosure, the separate other receivable should be measured based on the amount of the loan balance (principal and interest) expected to be recovered from the guarantor. For public business entities, the guidance in ASU 2014-14 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2014 (January 1, 2015 for the Bank) and may be applied using either the modified retrospective transition method or the prospective transition method. Early adoption is permitted. The adoption of this guidance is not expected to have a significant impact on the Bank's results of operations or financial condition.

Note 3—Trading Securities

Trading securities as of June 30, 2014 and December 31, 2013 were as follows (in thousands):

	June 30, 2014		December 31, 2013
U.S. Treasury Bills	$	999,567	$	999,505
Other	8,545		8,252
Total	$	1,008,112	$	1,007,757

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

8

Note 4—Available-for-Sale Securities

Major Security Types. Available-for-sale securities as of June 30, 2014 were as follows (in thousands):

	Amortized Cost		Gross  Unrealized  Gains		Gross Unrealized Losses		Estimated Fair Value
Debentures
U.S. government-guaranteed obligations	$	54,685	$	222	$	6	$	54,901
GSE obligations	4,949,790		28,448		7		4,978,231
Other	436,427		738		101		437,064
	5,440,902		29,408		114		5,470,196
GSE commercial MBS	136,600		267		61		136,806
Total	$	5,577,502	$	29,675	$	175	$	5,607,002

Included in the table above are GSE commercial MBS that were purchased but which had not yet settled as of June 30, 2014. The amount due of $95,745,000 is included in other liabilities on the statement of condition at that date.

Available-for-sale securities as of December 31, 2013 were as follows (in thousands):

	Amortized Cost		Gross  Unrealized  Gains		Gross Unrealized Losses		Estimated Fair Value
Debentures
U.S. government-guaranteed obligations	$	54,195	$	48	$	101	$	54,142
GSE obligations	4,965,468		6,111		6,201		4,965,378
Other	436,898		418		1,143		436,173
Total	$	5,456,561	$	6,577	$	7,445	$	5,455,693

Other debentures are comprised of securities issued by the Private Export Funding Corporation ("PEFCO"). These debentures are fully secured by U.S. government-guaranteed obligations and the payment of interest on the debentures is guaranteed by an agency of the U.S. government. The amortized cost of the Bank's available-for-sale securities includes hedging adjustments. The following table summarizes (in thousands, except number of positions) the available-for-sale securities with unrealized losses as of June 30, 2014. The unrealized losses 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
	Number  of Positions	Estimated Fair Value		Gross Unrealized Losses		Number  of Positions	Estimated Fair Value		Gross Unrealized Losses		Number  of Positions	Estimated Fair Value		Gross Unrealized Losses
Debentures
U.S. government-guaranteed obligations	1	$	5,002	$	1	1	$	11,123	$	5	2	$	16,125	$	6
GSE obligations	1	14,094		7		—	—		—		1	14,094		7
Other	9	63,407		50		4	19,280		51		13	82,687		101
GSE commercial MBS	2	79,811		61		—	—		—		2	79,811		61
Total	13	$	162,314	$	119	5	$	30,403	$	56	18	$	192,717	$	175

9

The following table summarizes (in thousands, except number of positions) the available-for-sale securities with unrealized losses as of December 31, 2013. The unrealized losses 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
	Number of Positions	Estimated Fair Value		Gross Unrealized Losses		Number of Positions	Estimated Fair Value		Gross Unrealized Losses		Number of Positions	Estimated Fair Value		Gross Unrealized Losses
Debentures
U.S. government-guaranteed obligations	2	$	24,063	$	101	—	$	—	$	—	2	$	24,063	$	101
GSE obligations	108	1,628,306		6,201		—	—		—		108	1,628,306		6,201
Other	22	192,549		1,070		3	14,754		73		25	207,303		1,143
Total	132	$	1,844,918	$	7,372	3	$	14,754	$	73	135	$	1,859,672	$	7,445

At June 30, 2014, the gross unrealized losses on the Bank’s available-for-sale securities were $175,000. All of the Bank's available-for-sale securities are either guaranteed by the U.S. government, issued by GSEs, or fully secured by collateral that is guaranteed by the U.S government. As of June 30, 2014, the U.S. government and the issuers of the Bank’s holdings of GSE debentures and GSE MBS were rated triple-A by Moody’s Investors Service (“Moody’s”) and Fitch Ratings, Ltd. (“Fitch”) and AA+ by Standard and Poor’s (“S&P”). The Bank's holdings of PEFCO debentures were rated Aaa by Moody's and AA+ by S&P at that date; the PEFCO debentures are not rated by Fitch. Based upon the Bank's assessment of the strength of the government guaranty, the Bank expects that the U.S. government-guaranteed debentures that were in an unrealized loss position at June 30, 2014 would not be settled at an amount less than the Bank's amortized cost basis in the investments. In addition, based upon the Bank’s assessment of the creditworthiness of the issuers of the GSE debentures and GSE MBS and the credit ratings assigned by each of the nationally recognized statistical rating organizations (“NRSROs”), the Bank expects that its holdings of GSE debentures and GSE MBS that were in an unrealized loss position at June 30, 2014 would not be settled at an amount less than the Bank’s amortized cost bases in these investments. Further, based on PEFCO's creditworthiness, the U.S. government's guaranty of the payment of principal and interest on the collateral securing the PEFCO debentures, and the guaranty of the payment of interest on those debentures by an agency of the U.S. government, the Bank expects that its holdings of PEFCO debentures that were in an unrealized loss position at June 30, 2014 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 the Bank's available-for-sale 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 June 30, 2014.

Redemption Terms. The amortized cost and estimated fair value of available-for-sale securities by contractual maturity at June 30, 2014 and December 31, 2013 are presented below (in thousands).

	June 30, 2014				December 31, 2013
Maturity	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
Debentures
Due in one year or less	$	42,439	$	42,441	$	26,842	$	26,851
Due after one year through five years	4,209,989		4,225,916		3,910,837		3,914,956
Due after five years through ten years	1,188,474		1,201,839		1,518,882		1,513,886
	5,440,902		5,470,196		5,456,561		5,455,693
GSE commercial MBS	136,600		136,806		—		—
Total	$	5,577,502	$	5,607,002	$	5,456,561	$	5,455,693

10

Interest Rate Payment Terms. The following table provides interest rate payment terms for investment securities classified as available-for-sale at June 30, 2014 and December 31, 2013 (in thousands):

	June 30, 2014		December 31, 2013
Amortized cost of available-for-sale securities other than MBS
Fixed-rate	$	5,365,902	$	5,381,561
Variable-rate	75,000		75,000
	5,440,902		5,456,561
Amortized cost of fixed-rate available-for-sale commercial MBS	136,600		—
Total	$	5,577,502	$	5,456,561

At June 30, 2014 and December 31, 2013, all of the Bank's fixed-rate available-for-sale securities were swapped to a variable rate.

Note 5—Held-to-Maturity Securities

Major Security Types. Held-to-maturity securities as of June 30, 2014 were as follows (in thousands):

	Amortized Cost		OTTI Recorded in Accumulated Other Comprehensive Income (Loss)		Carrying Value		Gross Unrecognized Holding Gains		Gross Unrecognized Holding Losses		Estimated Fair Value
Debentures
U.S. government-guaranteed obligations	$	29,904	$	—	$	29,904	$	99	$	15	$	29,988
Mortgage-backed securities
U.S. government-guaranteed residential MBS	8,812		—		8,812		42		—		8,854
GSE residential MBS	4,889,635		—		4,889,635		42,578		7,021		4,925,192
Non-agency residential MBS	184,861		29,493		155,368		24,597		4,472		175,493
	5,083,308		29,493		5,053,815		67,217		11,493		5,109,539
Total	$	5,113,212	$	29,493	$	5,083,719	$	67,316	$	11,508	$	5,139,527

Held-to-maturity securities as of December 31, 2013 were as follows (in thousands):

	Amortized Cost		OTTI Recorded in Accumulated Other Comprehensive Income (Loss)		Carrying Value		Gross Unrecognized Holding Gains		Gross Unrecognized Holding Losses		Estimated Fair Value
Debentures
U.S. government-guaranteed obligations	$	32,689	$	—	$	32,689	$	126	$	156	$	32,659
Mortgage-backed securities
U.S. government-guaranteed residential MBS	10,110		—		10,110		58		—		10,168
GSE residential MBS	4,990,347		—		4,990,347		46,734		4,683		5,032,398
Non-agency residential MBS	198,603		33,200		165,403		17,794		—		183,197
	5,199,060		33,200		5,165,860		64,586		4,683		5,225,763
Total	$	5,231,749	$	33,200	$	5,198,549	$	64,712	$	4,839	$	5,258,422

11

The following table summarizes (in thousands, except number of positions) the held-to-maturity securities with unrealized losses as of June 30, 2014. The unrealized losses include other-than-temporary impairments recorded in accumulated other comprehensive income (loss) and gross unrecognized holding losses (or, in the case of the Bank's holdings of non-agency residential mortgage-backed securities, gross unrecognized holding gains) 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
	Number of Positions	Estimated Fair Value		Gross Unrealized Losses		Number of Positions	Estimated Fair Value		Gross Unrealized Losses		Number of Positions	Estimated Fair Value		Gross Unrealized Losses
Debentures
U.S. government-guaranteed obligations	1	$	7,456	$	3	1	$	7,974	$	12	2	$	15,430	$	15
Mortgage-backed securities
GSE residential MBS	37	1,235,746		2,843		24	791,840		4,178		61	2,027,586		7,021
Non-agency residential MBS	—	—		—		26	151,393		10,530		26	151,393		10,530
	37	1,235,746		2,843		50	943,233		14,708		87	2,178,979		17,551
Total	38	$	1,243,202	$	2,846	51	$	951,207	$	14,720	89	$	2,194,409	$	17,566

The following table summarizes (in thousands, except number of positions) the held-to-maturity securities with unrealized losses as of December 31, 2013. The unrealized losses include other-than-temporary impairments recorded in accumulated other comprehensive income (loss) and gross unrecognized holding losses (or, in the case of the Bank's holdings of non-agency residential mortgage-backed securities, gross unrecognized holding gains) 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
	Number of Positions	Estimated Fair Value		Gross Unrealized Losses		Number of Positions	Estimated Fair Value		Gross Unrealized Losses		Number of Positions	Estimated Fair Value		Gross Unrealized Losses
Debentures
U.S. government-guaranteed obligations	—	$	—	$	—	2	$	16,157	$	156	2	$	16,157	$	156
Mortgage-backed securities
GSE residential MBS	42	1,591,628		4,353		13	102,236		330		55	1,693,864		4,683
Non-agency residential MBS	1	10,210		80		27	157,101		16,033		28	167,311		16,113
	43	1,601,838		4,433		40	259,337		16,363		83	1,861,175		20,796
Total	43	$	1,601,838	$	4,433	42	$	275,494	$	16,519	85	$	1,877,332	$	20,952

At June 30, 2014, the gross unrealized losses on the Bank’s held-to-maturity securities were $17,566,000, of which $10,530,000 was attributable to its holdings of non-agency (i.e., private-label) residential MBS and $7,036,000 was attributable to securities that are either guaranteed by the U.S. government or issued and guaranteed by GSEs. As of June 30, 2014, the U.S. government and the issuers of the Bank’s holdings of GSE MBS were rated triple-A by Moody’s and Fitch and AA+ by S&P.

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 GSEs’ guarantees of the Bank’s holdings of agency MBS, the Bank expects that its holdings of U.S. government-guaranteed debentures and GSE MBS that were in an unrealized loss position at June 30, 2014 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 June 30, 2014.

The deterioration in the U.S. housing markets that occurred primarily during the period from 2007 through 2011, as reflected during that period 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 residential MBS (“RMBS”), generally increased the risk that the Bank may not ultimately recover the entire cost bases of some of its non-agency RMBS. However, based on its analysis of the securities in this portfolio, the Bank believes that the unrealized losses as of June 30,

12

2014 were principally the result of liquidity risk related discounts in the non-agency RMBS market and do not accurately reflect the 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 28 non-agency RMBS holdings are likely to be recovered, the Bank performed a cash flow analysis for each security as of June 30, 2014 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 U.S. 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 June 30, 2014 assumed changes in home prices ranging from declines of 4 percent to increases of 9 percent over the 12-month period beginning April 1, 2014. For the vast majority of markets, the changes were projected to range from declines of 2 percent to increases of 4 percent. Thereafter, home price changes for each market were projected to return (at varying rates and over varying transition periods based on historical housing price patterns) to their long-term historical equilibrium levels. Following these transition periods, the constant long-term annual rates of appreciation for the vast majority of markets were projected to range between 2 percent and 5 percent.

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 fully recover the remaining amortized cost bases of all of its non-agency RMBS. 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, none of these securities were deemed to be other-than-temporarily impaired as of June 30, 2014.

13

Prior to 2013, 14 of the Bank's holdings of non-agency RMBS were determined to be other-than-temporarily impaired. The following table sets forth additional information for each of the securities that was deemed to be other-than-temporarily impaired in a prior period (in thousands). All of the Bank’s non-agency RMBS are rated by Moody’s, S&P and/or Fitch. The credit ratings presented in the table represent the lowest rating assigned to the security by any of these NRSROs as of June 30, 2014.

		June 30, 2014					Cumulative from Period of Initial Impairment Through June 30, 2014				June 30, 2014
	Period of Initial Impairment	Credit Rating	Unpaid Principal Balance		Amortized Cost		Non-Credit Component of OTTI		Accretion of Non-Credit Component		Carrying Value		Estimated Fair Value
Security #1	Q1 2009	Triple-C	$	12,533	$	9,873	$	10,271	$	7,888	$	7,490	$	10,221
Security #2	Q1 2009	Triple-C	12,591		11,894		12,389		8,553		8,058		11,169
Security #3	Q2 2009	Single-D	16,923		13,065		15,283		11,800		9,582		13,879
Security #4	Q2 2009	Triple-C	8,425		7,708		7,890		5,678		5,496		7,626
Security #5	Q3 2009	Triple-C	15,108		13,381		10,047		7,369		10,703		13,150
Security #6	Q3 2009	Triple-C	13,224		11,818		10,567		7,189		8,440		11,648
Security #7	Q3 2009	Single-B	4,668		4,588		3,575		2,334		3,347		4,182
Security #8	Q1 2010	Triple-C	7,156		7,134		4,968		3,161		5,327		6,317
Security #9	Q1 2010	Triple-C	3,018		2,981		2,208		1,413		2,186		2,645
Security #10	Q4 2010	Triple-C	5,955		5,529		3,331		1,750		3,948		5,211
Security #11	Q4 2010	Triple-C	7,013		7,008		4,096		2,227		5,139		6,274
Security #12	Q4 2010	Triple-C	3,842		3,757		1,820		967		2,904		3,382
Security #13	Q4 2010	Triple-C	4,698		4,682		2,418		1,427		3,691		4,235
Security #14	Q2 2011	Triple-C	10,294		10,063		5,942		3,556		7,677		8,646
Totals			$	125,448	$	113,481	$	94,805	$	65,312	$	83,988	$	108,585

The following table presents a rollforward for the three and six months ended June 30, 2014 and 2013 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 (loss) (in thousands).

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2014			2013		2014			2013
Balance of credit losses, beginning of period	$	12,836		$	13,039	$	12,901		$	13,039
Increases in cash flows expected to be collected (accreted as interest income over the remaining lives of the applicable securities)	(66		)	—		(131		)	—
Balance of credit losses, end of period	12,770			13,039		12,770			13,039
Cumulative principal shortfalls on securities held at end of period	(1,061		)	—		(1,061		)	—
Cumulative amortization of the time value of credit losses at end of period	264			197		264			197
Credit losses included in the amortized cost bases of other-than-temporarily impaired securities at end of period	$	11,973		$	13,236	$	11,973		$	13,236

14

Redemption Terms. The amortized cost, carrying value and estimated fair value of held-to-maturity securities by contractual maturity at June 30, 2014 and December 31, 2013 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.

	June 30, 2014						December 31, 2013
Maturity	Amortized Cost		Carrying Value		Estimated Fair Value		Amortized Cost		Carrying Value		Estimated Fair Value
Debentures
Due after one year through five years	$	14,460	$	14,460	$	14,559	$	16,376	$	16,376	$	16,502
Due after five years through ten years	15,444		15,444		15,429		8,483		8,483		8,411
Due after ten years	—		—		—		7,830		7,830		7,746
	29,904		29,904		29,988		32,689		32,689		32,659
Mortgage-backed securities	5,083,308		5,053,815		5,109,539		5,199,060		5,165,860		5,225,763
Total	$	5,113,212	$	5,083,719	$	5,139,527	$	5,231,749	$	5,198,549	$	5,258,422

The amortized cost of the Bank’s mortgage-backed securities classified as held-to-maturity includes net purchase discounts of $30,557,000 and $35,732,000 at June 30, 2014 and December 31, 2013, respectively.

Interest Rate Payment Terms. The following table provides interest rate payment terms for investment securities classified as held-to-maturity at June 30, 2014 and December 31, 2013 (in thousands):

	June 30, 2014		December 31, 2013
Amortized cost of variable-rate held-to-maturity securities other than mortgage-backed securities	$	29,904	$	32,689
Amortized cost of held-to-maturity mortgage-backed securities
Fixed-rate pass-through securities	313		344
Collateralized mortgage obligations
Fixed-rate	742		847
Variable-rate	5,082,253		5,197,869
	5,083,308		5,199,060
Total	$	5,113,212	$	5,231,749

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 2013 or the six months ended June 30, 2014.

15

Note 6—Advances

Redemption Terms. At June 30, 2014 and December 31, 2013, the Bank had advances outstanding at interest rates ranging from 0.04 percent to 8.61 percent and from 0.05 percent to 8.61 percent, respectively, as summarized below (dollars in thousands).

	June 30, 2014					December 31, 2013
Contractual Maturity	Amount			Weighted Average Interest Rate		Amount			Weighted Average Interest Rate
Overdrawn demand deposit accounts	$	449		4.05	%	$	3,499		4.07	%
Due in one year or less	10,792,841			0.33		8,343,704			0.34
Due after one year through two years	1,180,404			1.47		1,386,230			1.78
Due after two years through three years	1,108,261			1.70		822,497			1.79
Due after three years through four years	1,445,935			2.97		1,376,579			2.90
Due after four years through five years	768,044			2.38		1,075,960			2.43
Due after five years	919,073			3.18		789,625			3.14
Amortizing advances	1,850,000			3.53		1,997,270			3.64
Total par value	18,065,007			1.26	%	15,795,364			1.46	%
Deferred prepayment fees	(14,178		)			(15,916		)
Commitment fees	(143		)			(111		)
Hedging adjustments	195,184					199,608
Total	$	18,245,870				$	15,978,945

The balances of overdrawn demand deposit accounts were fully collateralized at June 30, 2014 and December 31, 2013 and were repaid on the first business day of July 2014 and January 2014, respectively. 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 June 30, 2014 and December 31, 2013, the Bank had aggregate prepayable and callable advances totaling $92,412,000 and $106,304,000, respectively, substantially all of which were amortizing advances.

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 June 30, 2014 and December 31, 2013, the Bank had putable advances outstanding totaling $1,603,071,000 and $1,653,471,000, respectively.

16

The following table summarizes advances outstanding at June 30, 2014 and December 31, 2013, by the earlier of contractual maturity or next possible put date (in thousands):

Contractual Maturity or Next Put Date	June 30, 2014		December 31, 2013
Overdrawn demand deposit accounts	$	449	$	3,499
Due in one year or less	12,333,912		9,961,774
Due after one year through two years	1,073,904		1,230,230
Due after two years through three years	1,058,261		799,997
Due after three years through four years	516,864		677,459
Due after four years through five years	322,544		375,510
Due after five years	909,073		749,625
Amortizing advances	1,850,000		1,997,270
Total par value	$	18,065,007	$	15,795,364

Interest Rate Payment Terms. The following table provides interest rate payment terms for advances outstanding at June 30, 2014 and December 31, 2013 (in thousands):

	June 30, 2014		December 31, 2013
Fixed-rate
Due in one year or less	$	10,748,185	$	7,352,066
Due after one year	7,242,948		7,390,799
Total fixed-rate	17,991,133		14,742,865
Variable-rate
Due in one year or less	57,449		1,008,499
Due after one year	16,425		44,000
Total variable-rate	73,874		1,052,499
Total par value	$	18,065,007	$	15,795,364

At June 30, 2014 and December 31, 2013, 29 percent and 33 percent, respectively, of the Bank’s fixed-rate advances were swapped to a variable rate.

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. 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 on advances over the life of the modified advance using the level-yield method. During the three months ended June 30, 2014 and 2013, gross advance prepayment fees received from members/borrowers were $7,904,000 and $9,396,000, respectively, of which $78,000 and $95,000, respectively, were deferred. During the six months ended June 30, 2014 and 2013, gross advance prepayment fees received from members/borrowers were $8,624,000 and $10,004,000, respectively, of which $292,000 and $246,000, respectively, were deferred.

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Note 7—Allowance for Credit Losses

An allowance for credit losses is separately established for each of the Bank’s identified portfolio segments, if necessary, to provide for probable losses inherent in its financing receivables portfolio and other off-balance sheet credit exposures as of the balance sheet date. To the extent necessary, an allowance for credit losses for off-balance sheet credit exposures is recorded as a liability.

A portfolio segment is defined as the level at which an entity develops and documents a systematic method for determining its allowance for credit losses. The Bank has developed and documented a systematic methodology for determining an allowance for credit losses for the following portfolio segments: (1) advances and other extensions of credit to members, collectively referred to as “extensions of credit to members”; (2) government-guaranteed/insured mortgage loans held for portfolio; and (3) conventional mortgage loans held for portfolio.

Classes of financing receivables are generally a disaggregation of a portfolio segment and are determined on the basis of their initial measurement attribute, the risk characteristics of the financing receivable and an entity’s method for monitoring and assessing credit risk. Because the credit risk arising from the Bank’s financing receivables is assessed and measured at the portfolio segment level, the Bank does not have separate classes of financing receivables within each of its portfolio segments.

During the six months ended June 30, 2014 and 2013, there were no purchases or sales of financing receivables, nor were any financing receivables reclassified to held for sale.

Advances and Other Extensions of Credit to Members. In accordance with federal statutes, including the Federal Home Loan Bank Act of 1932, as amended (the “FHLB Act”), the Bank lends to financial institutions within its five-state district that are involved in housing finance. The FHLB Act requires the Bank to obtain and maintain sufficient collateral for advances and other extensions of credit to protect against losses. The Bank makes advances and otherwise extends credit only against eligible collateral, as defined by regulation. To ensure the value of collateral pledged to the Bank is sufficient to secure its advances and other extensions of credit, the Bank applies various haircuts, or discounts, to the collateral to determine the value against which borrowers may borrow. As additional security, the Bank has a statutory lien on each borrower’s capital stock in the Bank.

On at least a quarterly basis, the Bank evaluates all outstanding extensions of credit to members/borrowers for potential credit losses. These evaluations include a review of: (1) the amount, type and performance of collateral available to secure the outstanding obligations; (2) metrics that may be indicative of changes in the financial condition and general creditworthiness of the member/borrower; and (3) the payment status of the obligations. Any outstanding extensions of credit that exhibit a potential credit weakness that could jeopardize the full collection of the outstanding obligations would be classified as substandard, doubtful or loss. The Bank did not have any advances or other extensions of credit to members/borrowers that were classified as substandard, doubtful or loss at June 30, 2014 or December 31, 2013.

The Bank considers the amount, type and performance of collateral to be the primary indicator of credit quality with respect to its extensions of credit to members/borrowers. At June 30, 2014 and December 31, 2013, the Bank had rights to collateral on a borrower-by-borrower basis with an estimated value in excess of each borrower’s outstanding extensions of credit.

The Bank continues to evaluate and, as necessary, modify its credit extension and collateral policies based on market conditions. At June 30, 2014 and December 31, 2013, the Bank did not have any advances that were past due, on nonaccrual status, or considered impaired. There have been no troubled debt restructurings related to advances.

The Bank has never experienced a credit loss on an advance or any other extension of credit to a member/borrower and, based on its credit extension and collateral policies, management currently does not anticipate any credit losses on its extensions of credit to members/borrowers. Accordingly, the Bank has not provided any allowance for credit losses on advances, nor has it recorded any liabilities to reflect an allowance for credit losses related to its off-balance sheet credit exposures.

Mortgage Loans — Government-guaranteed/Insured. The Bank’s government-guaranteed/insured fixed-rate mortgage loans are insured or guaranteed by the Federal Housing Administration or the Department of Veterans Affairs. Any losses from these loans are expected to be recovered from those entities. Any losses from these loans that are not recovered from those entities are absorbed by the servicers. Therefore, the Bank has not established an allowance for credit losses on government-guaranteed/insured mortgage loans. Government-guaranteed/insured loans are not placed on nonaccrual status.

Mortgage Loans — Conventional Mortgage Loans. The Bank’s conventional mortgage loans were acquired through the Mortgage Partnership Finance^® (“MPF”^®) program, as more fully described in the Bank’s 2013 10-K. The allowance for losses on conventional mortgage loans is determined by an analysis that includes consideration of various data such as past performance, current performance, loan portfolio characteristics, collateral-related characteristics, and prevailing economic conditions. The allowance for losses on conventional mortgage loans also factors in the credit enhancement under the MPF program. Any incurred losses that are expected to be recovered from the credit enhancements are not reserved as part of the Bank’s allowance for loan losses.

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The Bank places a conventional mortgage loan on nonaccrual status when the collection of the contractual principal or interest is 90 days or more past due. When a mortgage loan is placed on nonaccrual status, accrued but uncollected interest is reversed against interest income. The Bank records cash payments received on nonaccrual loans first as interest income until it recovers all interest, and then as a reduction of principal. A loan on nonaccrual status is restored to accrual status when none of its contractual principal and interest is due and unpaid, and the Bank expects repayment of the remaining contractual interest and principal.

A loan is considered impaired when, based on current information and events, it is probable that the Bank will be unable to collect all amounts due according to the contractual terms of the loan agreement. Collateral-dependent loans that are on nonaccrual status are measured for impairment based on the fair value of the underlying property less estimated selling costs. Loans are considered collateral-dependent if repayment is expected to be provided solely by the sale of the underlying property; that is, there is no other available and reliable source of repayment. A collateral-dependent loan is impaired if the fair value of the underlying collateral is insufficient to recover the unpaid principal and interest on the loan. Interest income on impaired loans is recognized in the same manner as it is for nonaccrual loans noted above.

The Bank evaluates whether to record a charge-off on a conventional mortgage loan upon the occurrence of a confirming event. Confirming events include, but are not limited to, the occurrence of foreclosure or notification of a claim against any of the credit enhancements. A charge-off is recorded if the recorded investment in the loan will not be recovered.

The Bank considers the key credit quality indicator for conventional mortgage loans to be the payment status of each loan. The table below summarizes the unpaid principal balance by payment status for mortgage loans at June 30, 2014 and December 31, 2013 (dollars in thousands). The unpaid principal balance approximates the recorded investment in the loans.

	June 30, 2014									December 31, 2013
	Conventional Loans			Government- Guaranteed/ Insured Loans			Total			Conventional Loans			Government- Guaranteed/ Insured Loans			Total
Mortgage loans:
30-59 days delinquent	$	1,121		$	2,033		$	3,154		$	973		$	3,390		$	4,363
60-89 days delinquent	302			749			1,051			406			712			1,118
90 days or more delinquent	452			108			560			694			253			947
Total past due	1,875			2,890			4,765			2,073			4,355			6,428
Total current loans	36,711			39,016			75,727			41,575			42,747			84,322
Total mortgage loans	$	38,586		$	41,906		$	80,492		$	43,648		$	47,102		$	90,750
Other delinquency statistics:
In process of foreclosure (1)	$	280		$	3		$	283		$	426		$	21		$	447
Serious delinquency rate (2)	1.2		%	0.3		%	0.7		%	1.6		%	0.5		%	1.0		%
Past due 90 days or more and still accruing interest (3)	$	—		$	108		$	108		$	—		$	253		$	253
Nonaccrual loans	$	452		$	—		$	452		$	694		$	—		$	694
Troubled debt restructurings	$	163		$	—		$	163		$	143		$	—		$	143

_____________________________

⁽¹⁾  Includes loans where the decision of foreclosure or similar alternative such as pursuit of deed-in-lieu has been made.

⁽²⁾  Loans that are 90 days or more past due or in the process of foreclosure expressed as a percentage of the loan portfolio.

⁽³⁾  Only government-guaranteed/insured mortgage loans continue to accrue interest after they become 90 days or more past due.

At June 30, 2014 and December 31, 2013, the Bank’s other assets included $233,000 and $212,000, respectively, of real estate owned.

Mortgage loans are considered impaired when, based upon current information and events, it is probable that the Bank will be unable to collect all principal and interest amounts due according to the contractual terms of the mortgage loan agreement. Each nonaccrual mortgage loan and each troubled debt restructuring is specifically reviewed for impairment. At June 30, 2014 and December 31, 2013, the estimated value of the collateral securing each of these loans was in excess of the outstanding loan amount. Therefore, no specific reserve was established for any of these mortgage loans. The remaining conventional mortgage loans were evaluated for impairment on a pool basis. Based upon the current and past performance of these loans, the underwriting standards in place at the time the loans were acquired, and current economic conditions, the Bank determined that an allowance for loan losses of $148,000 was adequate to reserve for credit losses in its conventional mortgage loan portfolio at

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June 30, 2014. The following table presents the activity in the allowance for credit losses on conventional mortgage loans held for portfolio during the three and six months ended June 30, 2014 and 2013 (in thousands):

	Three Months Ended June 30,					Six Months Ended June 30,
	2014			2013		2014			2013
Balance, beginning of period	$	165		$	175	$	165		$	183
Chargeoffs	(17		)	—		(17		)	(8		)
Balance, end of period	$	148		$	175	$	148		$	175

The following table presents information regarding the balances of the Bank's conventional mortgage loans held for portfolio that were individually or collectively evaluated for impairment as well as information regarding the ending balance of the allowance for credit losses as of June 30, 2014 and December 31, 2013 (in thousands).

	June 30, 2014		December 31, 2013
Ending balance of allowance for credit losses related to loans collectively evaluated for impairment	$	148	$	165
Unpaid principal balance
Individually evaluated for impairment	$	594	$	816
Collectively evaluated for impairment	37,992		42,832
	$	38,586	$	43,648

Note 8—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 U.S. 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 of only the debt issued on its behalf and records on its statements of condition only that portion of the consolidated obligations for which it has received the proceeds. 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 generally 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 15.

The par amounts of the 12 FHLBanks’ outstanding consolidated obligations, including consolidated obligations held as investments by other FHLBanks, were approximately $800 billion and $767 billion at June 30, 2014 and December 31, 2013, respectively. The Bank was the primary obligor on $30.9 billion and $27.6 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 June 30, 2014 and December 31, 2013 (in thousands, at par value).

	June 30, 2014		December 31, 2013
Fixed-rate	$	11,634,865	$	12,857,160
Variable-rate	4,371,000		6,021,000
Step-up	2,857,500		2,585,000
Step-down	125,000		125,000
Total par value	$	18,988,365	$	21,588,160

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At June 30, 2014 and December 31, 2013, 88 percent and 86 percent, respectively, of the Bank’s fixed-rate consolidated obligation bonds were swapped to a variable rate; at each of these dates, 1 percent of the Bank’s variable-rate consolidated obligation bonds were either swapped to a different variable-rate index or hedged with interest rate swaps that contain embedded caps that offset interest rate caps embedded in the bonds.

Redemption Terms. The following is a summary of the Bank’s consolidated obligation bonds outstanding at June 30, 2014 and December 31, 2013, by contractual maturity (dollars in thousands):

	June 30, 2014					December 31, 2013
Contractual Maturity	Amount			Weighted Average Interest Rate		Amount			Weighted Average Interest Rate
Due in one year or less	$	5,063,790		0.84	%	$	11,262,745		0.79	%
Due after one year through two years	5,992,855			0.60		4,370,840			0.78
Due after two years through three years	2,621,000			0.92		1,280,000			1.96
Due after three years through four years	1,225,000			2.07		425,000			1.03
Due after four years through five years	1,244,500			1.37		1,262,000			2.20
Due after five years	2,841,220			1.98		2,987,575			1.88
Total par value	18,988,365			1.06	%	21,588,160			1.09	%
Premiums	12,578					34,241
Discounts	(4,150		)			(4,650		)
Hedging adjustments	(37,887		)			(131,039		)
Total	$	18,958,906				$	21,486,712

At June 30, 2014 and December 31, 2013, the Bank’s consolidated obligation bonds outstanding included the following (in thousands, at par value):

	June 30, 2014		December 31, 2013
Non-callable bonds	$	11,644,615	$	16,780,585
Callable bonds	7,343,750		4,807,575
Total par value	$	18,988,365	$	21,588,160

The following table summarizes the Bank’s consolidated obligation bonds outstanding at June 30, 2014 and December 31, 2013, by the earlier of contractual maturity or next possible call date (in thousands, at par value):

Contractual Maturity or Next Call Date	June 30, 2014		December 31, 2013
Due in one year or less	$	12,362,510	$	15,930,320
Due after one year through two years	5,742,855		4,365,840
Due after two years through three years	291,000		715,000
Due after three years through four years	350,000		50,000
Due after four years through five years	137,000		422,000
Due after five years	105,000		105,000
Total par value	$	18,988,365	$	21,588,160

Discount Notes. At June 30, 2014 and December 31, 2013, the Bank’s consolidated obligation discount notes, all of which are due within one year, were as follows (dollars in thousands):

	Book Value		Par Value		Weighted Average Implied Interest Rate
June 30, 2014	$	11,952,899	$	11,954,470	0.08	%
December 31, 2013	$	5,984,530	$	5,985,100	0.09	%

None of the Bank's consolidated obligation discount notes were swapped at June 30, 2014 or December 31, 2013.

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Note 9—Affordable Housing Program (“AHP”)

The following table summarizes the changes in the Bank’s AHP liability during the six months ended June 30, 2014 and 2013 (in thousands):

	Six Months Ended June 30,
	2014			2013
Balance, beginning of period	$	31,864		$	29,620
AHP assessment	2,991			4,468
Grants funded, net of recaptured amounts	(5,319		)	(3,413		)
Balance, end of period	$	29,536		$	30,675

Note 10—Assets and Liabilities Subject to Offsetting

The Bank has derivatives and securities purchased under agreements to resell that are subject to enforceable master netting agreements or similar arrangements. For purposes of reporting derivative assets and derivative liabilities, the Bank offsets the fair value amounts recognized for derivative instruments (including the right to reclaim cash collateral and the obligation to return cash collateral) where a legally enforceable right of setoff exists. The Bank did not have any liabilities that were eligible to offset its securities purchased under agreements to resell (i.e., securities sold under agreements to repurchase) as of June 30, 2014.

The Bank's derivative transactions are executed either bilaterally or, if required on and after June 10, 2013, cleared through a third-party central clearinghouse. The Bank has entered into master agreements with each of its bilateral derivative counterparties that provide for the netting of all transactions with each of these counterparties. Under its master agreements with its non-member bilateral derivative counterparties, collateral is delivered (or returned) daily when certain thresholds (ranging from $100,000 to $500,000) are met. The Bank offsets the fair value amounts recognized for bilaterally traded derivatives executed with the same counterparty, including any cash collateral remitted to or received from the counterparty. When entering into derivative transactions 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 with members consists of collateral that is eligible to secure advances and other obligations under the member's Advances and Security Agreement with the Bank. The Bank is not required to pledge collateral to its members to secure derivative positions. For cleared derivatives, all transactions with each clearing member of each clearinghouse are netted pursuant to legally enforceable setoff rights. Cleared derivatives are subject to initial and variation margin requirements established by the clearinghouse and its clearing members. Collateral associated with cleared derivatives (i.e., initial and variation margin) is delivered (or returned) daily and is not subject to any maximum unsecured thresholds. The Bank offsets the fair value amounts recognized for cleared derivatives transacted with each clearing member of each clearinghouse, including cash collateral pledged or received.

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The following table presents derivative instruments and securities purchased under agreements to resell with the legal right of offset, including the related collateral received from or pledged to counterparties as of June 30, 2014 and December 31, 2013 (in thousands).

	Gross Amounts of Recognized Financial Instruments		Gross Amounts Offset in the Statement of Condition			Net Amounts Presented in the Statement of Condition		Collateral Not Offset in the Statement of Condition (1)				Net Unsecured Amount
June 30, 2014
Assets
Derivatives
Bilateral derivatives	$	46,646	$	(38,138	)	$	8,508	$	(7,440	)	(2)	$	1,068
Cleared derivatives	5,624		(5,624		)	—		—				—
Total derivatives	52,270		(43,762		)	8,508		(7,440		)		1,068
Securities purchased under agreements to resell	750,000		—			750,000		(750,000		)		—
Total assets	$	802,270	$	(43,762	)	$	758,508	$	(757,440	)		$	1,068
Liabilities
Derivatives
Bilateral derivatives	$	749,890	$	(736,958	)	$	12,932	$	—			$	12,932
Cleared derivatives	13,519		(11,877		)	1,642		(1,642		)	(3)	—
Total liabilities	$	763,409	$	(748,835	)	$	14,574	$	(1,642	)		$	12,932
December 31, 2013
Assets
Derivatives
Bilateral derivatives	$	80,901	$	(67,133	)	$	13,768	$	(4,454	)	(4)	$	9,314
Cleared derivatives	3,149		(1,008		)	2,141		—				2,141
Total assets	$	84,050	$	(68,141	)	$	15,909	$	(4,454	)		$	11,455
Liabilities
Derivatives
Bilateral derivatives	$	900,725	$	(889,734	)	$	10,991	$	—			$	10,991
Cleared derivatives	647		(647		)	—		—				—
Total liabilities	$	901,372	$	(890,381	)	$	10,991	$	—			$	10,991

_____________________________

⁽¹⁾  Any overcollateralization at an individual clearinghouse/clearing member or bilateral counterparty level is not included in the determination of the net unsecured amount.

⁽²⁾  Consists of $841,000 of securities pledged by a non-member bilateral counterparty and $6,599,000 of collateral pledged by member counterparties.

⁽³⁾  The fair value of the securities pledged by the Bank to secure its cleared derivatives exceeds the net fair value of those derivatives by $11,356,000, which is a result of the initial margin requirements imposed upon the Bank.

⁽⁴⁾  Consists of $1,651,000 of securities pledged by a non-member bilateral counterparty and $2,803,000 of collateral pledged by member counterparties. .

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Note 11—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, nor is it currently a party to any swaptions or forward rate agreements.

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 non-member 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 statements 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 MBS. 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 MBS 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 has entered into interest rate cap agreements. These derivatives are treated as economic hedges.

The Bank has also invested in agency and other highly rated debentures. A substantial majority of the Bank's available-for-sale securities are fixed-rate debentures. A small portion of the Bank's available-for-sale securities are fixed-rate MBS. To hedge the interest rate risk associated with these fixed-rate investment securities, the Bank has entered into fixed-for-floating interest rate exchange agreements, which are designated as fair value 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 approximate more closely 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.

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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 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 and Economic Development Program advances with a commitment period of three 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. These 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 effective federal funds rate) to another index rate (e.g., one-month 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 (including the right to reclaim cash collateral and the obligation to return cash collateral) where a legally enforceable right of setoff exists.

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 attributable to the hedged risk) 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 derivative transactions. An economic hedge by definition introduces the

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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 changes 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 reported 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 “shortcut” 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 shortcut 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 shortcut accounting specified in ASC 815. The Bank has defined the market settlement convention to be five 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.

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Impact of Derivatives and Hedging Activities. The following table summarizes the notional balances and estimated fair values of the Bank’s outstanding derivatives at June 30, 2014 and December 31, 2013 (in thousands).

	June 30, 2014								December 31, 2013
	Notional Amount of Derivatives		Estimated Fair Value						Notional Amount of Derivatives		Estimated Fair Value
			Derivative Assets			Derivative Liabilities					Derivative Assets			Derivative Liabilities
Derivatives designated as hedging instruments under ASC 815
Interest rate swaps
Advances	$	5,271,299	$	6,767		$	223,295		$	4,795,978	$	15,874		$	234,882
Available-for-sale securities	5,060,454		3,297			490,033			4,924,934		19,739			521,470
Consolidated obligation bonds	12,885,365		24,040			39,983			13,473,160		31,233			138,590
Interest rate caps related to advances	25,000		1			—			25,000		2			—
Total derivatives designated as hedging    instruments under ASC 815	23,242,118		34,105			753,311			23,219,072		66,848			894,942
Derivatives not designated as hedging    instruments under ASC 815
Interest rate swaps
Advances	25,000		—			218			—		—			—
Basis swaps	1,700,000		6,604			—			3,700,000		9,610			—
Intermediary transactions	542,233		9,067			7,974			117,648		3,461			3,208
Interest rate caps
Held-to-maturity securities	3,350,000		588			—			4,100,000		909			—
Intermediary transactions	80,000		1,906			1,906			110,000		3,222			3,222
Total derivatives not designated as     hedging instruments under ASC 815	5,697,233		18,165			10,098			8,027,648		17,202			6,430
Total derivatives before collateral and netting adjustments	$	28,939,351	52,270			763,409			$	31,246,720	84,050			901,372
Cash collateral and related accrued interest			—			(705,073		)			(2,519		)	(824,759		)
Netting adjustments			(43,762		)	(43,762		)			(65,622		)	(65,622		)
Total collateral and netting adjustments(1)			(43,762		)	(748,835		)			(68,141		)	(890,381		)
Net derivative balances reported in statements of condition			$	8,508		$	14,574				$	15,909		$	10,991

_____________________________

⁽¹⁾  Amounts represent the effect of legally enforceable master netting agreements or other legally enforceable arrangements 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.

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The following table presents the components of net gains on derivatives and hedging activities as presented in the statements of income for the three and six months ended June 30, 2014 and 2013 (in thousands).

	Gain (Loss) Recognized in Earnings for the						Gain (Loss) Recognized in Earnings for the
	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
Derivatives and hedged items in ASC 815 fair value hedging relationships
Interest rate swaps	$	143		$	1,529		$	(263	)	$	2,249
Interest rate caps	—			2			(2		)	—
Total net gain (loss) related to fair value hedge ineffectiveness	143			1,531			(265		)	2,249
Derivatives not designated as hedging instruments under ASC 815
Net interest income on interest rate swaps	419			933			944			2,266
Interest rate swaps
Advances	(25		)	46			(25		)	51
Consolidated obligation bonds	—			(240		)	—			(615		)
Basis swaps	412			687			672			818
Intermediary transactions	53			20			825			11
Interest rate caps
Held-to-maturity securities	(729		)	111			(1,183		)	96
Total net gain related to derivatives not designated     as hedging instruments under ASC 815	130			1,557			1,233			2,627
Net gains on derivatives and hedging activities reported in the statements of income	$	273		$	3,088		$	968		$	4,876

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 six months ended June 30, 2014 and 2013 (in thousands).

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Hedged Item	Gain (Loss) on Derivatives			Gain (Loss) on Hedged Items			Net Fair Value Hedge Ineffectiveness (1)			Derivative Net Interest Income  (Expense)(2)
Three Months Ended June 30, 2014
Advances	$	(7,651	)	$	7,306		$	(345	)	$	(26,982	)
Available-for-sale securities	(28,049		)	28,300			251			(20,318		)
Consolidated obligation bonds	43,176			(42,939		)	237			29,825
Total	$	7,476		$	(7,333	)	$	143		$	(17,475	)
Three Months Ended June 30, 2013
Advances	$	117,583		$	(117,213	)	$	370		$	(36,335	)
Available-for-sale securities	138,055			(136,047		)	2,008			(20,151		)
Consolidated obligation bonds	(122,377		)	121,530			(847		)	31,415
Total	$	133,261		$	(131,730	)	$	1,531		$	(25,071	)
Six Months Ended June 30, 2014
Advances	$	(1,724	)	$	1,329		$	(395	)	$	(53,769	)
Available-for-sale securities	(38,225		)	38,791			566			(40,701		)
Consolidated obligation bonds	92,699			(93,135		)	(436		)	57,241
Total	$	52,750		$	(53,015	)	$	(265	)	$	(37,229	)
Six Months Ended June 30, 2013
Advances	$	161,874		$	(161,498	)	$	376		$	(75,208	)
Available-for-sale securities	166,506			(165,054		)	1,452			(40,210		)
Consolidated obligation bonds	(150,684		)	151,105			421			61,924
Total	$	177,696		$	(175,447	)	$	2,249		$	(53,494	)

_____________________________

⁽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. The Bank manages derivative counterparty credit risk through the use of master netting agreements or other similar collateral exchange arrangements, credit analysis, and adherence to the requirements set forth in the Bank’s Risk Management Policy and Finance Agency regulations. The Bank has transacted a significant majority of its interest rate exchange agreements bilaterally with large financial institutions under master netting agreements (as of June 30, 2014, the notional balance of transactions with bilateral counterparties totaled $25 billion). Some of these institutions (or their affiliates) buy, sell, and distribute consolidated obligations. The remainder of the Bank's interest rate exchange agreements have been cleared through a third-party central clearinghouse (as of June 30, 2014, the notional balance of cleared transactions totaled $4 billion). With cleared transactions, the Bank is exposed to credit risk in the event that the clearinghouse or the clearing member fails to meet its obligations to the Bank.

The notional amount of the Bank's interest rate exchange agreements does not reflect its credit risk exposure, which is much less than the notional amount. The Bank's net credit risk exposure is based on the current estimated cost, on a present value basis, of replacing at current market rates all interest rate exchange agreements with individual counterparties, if those counterparties were to default, after taking into account the value of any cash and/or securities collateral held or remitted by the Bank. For counterparties with which the Bank is in a net gain position, the Bank has credit exposure when the collateral it is holding (if any) has a value less than the amount of the gain. For counterparties with which the Bank is in a net loss position, the Bank has credit exposure when it has delivered collateral with a value greater than the amount of the loss position. The net exposure on derivative agreements is presented in Note 10. Based on the netting provisions and collateral requirements associated with its derivative agreements and the creditworthiness of its derivative counterparties, Bank management does not currently anticipate any credit losses on its derivative agreements.

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Note 12—Capital

At all times during the six months ended June 30, 2014, 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 June 30, 2014 and December 31, 2013 (dollars in thousands):

	June 30, 2014						December 31, 2013
	Required			Actual			Required			Actual
Regulatory capital requirements:
Risk-based capital	$	363,815		$	1,911,675		$	450,725		$	1,782,210
Total capital	$	1,346,052		$	1,911,675		$	1,208,873		$	1,782,210
Total capital-to-assets ratio	4.00		%	5.68		%	4.00		%	5.90		%
Leverage capital	$	1,682,565		$	2,867,512		$	1,511,091		$	2,673,315
Leverage capital-to-assets ratio	5.00		%	8.52		%	5.00		%	8.85		%

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. The membership investment requirement is currently 0.04 percent of each member's total assets as of December 31, 2013, subject to a minimum of $1,000 and a maximum of $7,000,000. The activity-based investment requirement is currently 4.10 percent of outstanding advances.

The Bank generally repurchases surplus stock on the last business day of the month following the end of each calendar quarter. For the repurchases that occurred on January 31, 2014, April 30, 2014, and July 31, 2014, surplus stock was defined as the amount of stock held by a member in excess of 102.5 percent of the member’s minimum investment requirement. For the repurchases that occurred on each of these dates, a member's surplus stock was not repurchased if the amount of that member's surplus stock was $100,000 or less or if, subject to certain exceptions, the member was on restricted collateral status. On January 31, 2014, April 30, 2014, and July 31, 2014, the Bank repurchased surplus stock totaling $241,318,000, $128,977,000, and $258,608,000 respectively, none of which was classified as mandatorily redeemable capital stock at those dates.

Note 13—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 six months ended June 30, 2014 and 2013 were as follows (in thousands):

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2014			2013			2014			2013
Service cost	$	5		$	6		$	9		$	12
Interest cost	15			22			30			44
Amortization of prior service cost (credit)	1			(4		)	1			(8		)
Amortization of net actuarial gain	(24		)	(6		)	(47		)	(12		)
Net periodic benefit cost	$	(3	)	$	18		$	(7	)	$	36

Note 14—Estimated Fair Values

Fair value is defined under U.S. 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. U.S. 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. U.S. GAAP also requires an entity to disclose the level within the fair value hierarchy in which each measurement is classified. 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 or liabilities that the reporting entity can access at the measurement date.

Level 2 Inputs — Inputs other than quoted prices included within 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

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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 and implied volatilities); 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. None of the Bank’s assets or liabilities that are recorded at fair value on a recurring basis were measured using significant Level 3 inputs.

For financial instruments carried at fair value, the Bank reviews the fair value hierarchy classifications on a quarterly basis. Changes in the observability of the valuation inputs may result in a reclassification of certain assets or liabilities. Reclassifications, if any, would be reported as transfers as of the beginning of the quarter in which the changes occurred. For the six months ended June 30, 2014 and 2013, the Bank did not reclassify any fair value measurements.

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 June 30, 2014 and December 31, 2013. 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 Tables 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.

  Securities purchased under agreements to resell and federal funds sold. All federal funds sold and securities purchased under agreements to resell represent overnight balances. The estimated fair values approximate the carrying values.

Trading, available-for-sale and held-to-maturity securities. To value its holdings of U.S. Treasury Bills classified as trading securities, all of its available-for-sale securities and its held-to-maturity MBS holdings, the Bank obtains prices from four designated third-party pricing vendors when available. The pricing vendors use various proprietary models to price these securities. The inputs to those models are derived from various sources including, but not limited to, benchmark yields, reported trades, dealer estimates, issuer spreads, benchmark securities, bids, offers and other market-related data. Because many securities do not trade on a daily basis, the pricing vendors use available information as applicable such as benchmark curves, benchmarking of like securities, sector groupings and matrix pricing to determine the prices for individual securities. Each pricing vendor has an established challenge process in place for all security valuations, which facilitates resolution of potentially erroneous prices identified by the Bank.

A "median" price is first established for each security 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 the median price; if three prices are received, the middle price is the median price; if two prices are received, the average of the two prices is the median price; and if one price is received, it is the median price (and also the final price) subject to some type of validation similar to the evaluation of outliers described below. All prices that are within a specified tolerance threshold of the median price are included in the “cluster” of prices that are averaged to compute a “default” price. All prices that are outside the threshold (“outliers”) are subject to further analysis (including, but not limited to, comparison to prices provided by an additional third-party valuation service, prices for similar securities, and/or non-binding dealer estimates) to determine if an outlier is a better estimate of fair value. If an outlier (or some other price identified in the analysis) is determined to be a better estimate of fair value, then the outlier (or the other price, as appropriate) is used as the final price rather than the default price. If, on the other hand, the analysis confirms that an outlier (or outliers) is (are) in fact not representative of fair value and the default price is the best estimate, then the default price is used as the final price. In all cases, the final price is used to determine the fair value of the security.

If all prices received for a security are outside the tolerance threshold level of the median price, then there is no default price, and the final price is determined by an evaluation of all outlier prices as described above.

As an additional step, the Bank reviewed the final fair value estimates of its non-agency RMBS holdings as of June 30, 2014 for reasonableness using an implied yield test. The Bank calculated an implied yield for each of its non-agency RMBS using the estimated fair value derived from the process described above and the security's projected cash flows from the Bank's

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OTTI process and compared those yields to the yields for comparable securities according to dealers and other third-party sources to the extent comparable market yield data was available. This analysis did not indicate that any adjustments to the final fair value estimates were necessary.

As of June 30, 2014, four vendor prices were received for substantially all of the Bank’s trading, available-for-sale and held-to-maturity securities referred to above and the final prices for substantially all of those securities were computed by averaging the four prices. Based on the Bank's understanding of the pricing methods employed by the third-party pricing vendors and the relative lack of dispersion among the vendor prices (or, in those instances in which there were outliers or significant yield variances, the Bank's additional analyses), the Bank believes its final prices result in reasonable estimates of the fair values and that the fair value measurements are classified appropriately in the fair value hierarchy.

The Bank estimates the fair values of its held-to-maturity debentures using a pricing model and observable market data (i.e., the U.S. Government Agency Fair Value curve and, for debentures containing call features, swaption volatility).

To value its mutual fund investments classified as trading securities, the Bank obtains quoted prices for identical securities.

Advances. The Bank determines the estimated fair values of advances by calculating the present value of expected future cash flows from the advances using the replacement advance rates for advances with similar terms and, for advances containing options, swaption volatility. This amount is then reduced for accrued interest receivable. Each FHLBank prices advances at a spread to its cost of funds. Each FHLBank's cost of funds approximates the "CO curve," which is derived by adding to the U.S. Treasury curve indicative spreads obtained from market-observable sources. The indicative spreads are generally derived from dealer pricing indications, recent trades, secondary market activity and historical pricing relationships.

Mortgage loans held for portfolio. The Bank estimates the fair values of mortgage loans held for portfolio based on observed market prices for agency MBS. Individual mortgage loans are pooled based on certain criteria such as loan type, weighted average coupon, and origination year and matched to reference securities with a similar collateral composition to derive benchmark pricing. The prices for agency MBS 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 of accrued interest receivable and payable 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 agreements are estimated using a pricing model with inputs that are observable in the market (e.g., the relevant interest rate curves (that is, the relevant LIBOR swap curve and, for purposes of discounting, the overnight index swap ("OIS") curve) and, for agreements containing options, swaption volatility).

As the collateral and netting provisions of the Bank’s arrangements with its derivative counterparties significantly reduce the risk from nonperformance (see Note 10), 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 (in the case of bilateral derivatives) and clearinghouse valuations (in the case of cleared derivatives) and may also compare its fair values to those of similar instruments to ensure that the 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); the non-binding fair value estimates as of June 30, 2014 and December 31, 2013 were corroborated using a pricing model and observable market data (i.e., the relevant LIBOR swap curve and, for purposes of discounting, the OIS curve).

For the Bank’s interest rate caps, fair values are obtained from dealers (for each interest rate cap, one dealer estimate is received). The non-binding fair value estimates as of June 30, 2014 and December 31, 2013 were corroborated using a pricing model and observable market data (i.e., cap volatility, the relevant LIBOR swap curve and, for purposes of discounting, the OIS curve).

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 the Bank's bilateral derivatives are netted by counterparty pursuant to the provisions of the credit support annexes to the Bank’s master netting agreements with its non-member bilateral derivative counterparties. The Bank's cleared derivative transactions with each clearing member of each clearinghouse are netted pursuant to the Bank's arrangements with those parties. In each case, if the 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

32

liabilities with similar terms. The estimated fair value approximates the carrying value for deposits with variable 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. The inputs to the valuation are the CO curve and, for consolidated obligations containing options, swaption volatility.

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 June 30, 2014 or December 31, 2013.

The following table presents the carrying values and estimated fair values of the Bank’s financial instruments at June 30, 2014 (in thousands), as well as the level within the fair value hierarchy in which the measurements are classified. Financial assets and liabilities are classified in their entirety based on the lowest level input that is significant to the fair value estimate.

FAIR VALUE SUMMARY TABLE

			Estimated Fair Value
Financial Instruments	Carrying Value		Total		Level 1		Level 2			Level 3			Netting Adjustment(4)
Assets:
Cash and due from banks	$	1,286,757	$	1,286,757	$	1,286,757	$	—		$	—		$	—
Interest-bearing deposits	257		257		—		257			—			—
Securities purchased under agreements to resell	750,000		750,000		—		750,000			—			—
Federal funds sold	1,489,000		1,489,000		—		1,489,000			—			—
Trading securities (1)	1,008,112		1,008,112		8,545		999,567			—			—
Available-for-sale securities (1)	5,607,002		5,607,002		—		5,607,002			—			—
Held-to-maturity securities	5,083,719		5,139,527		—		4,964,034		(2)	175,493		(3)	—
Advances	18,245,870		18,387,307		—		18,387,307			—			—
Mortgage loans held for portfolio, net	80,791		89,674		—		89,674			—			—
Accrued interest receivable	63,863		63,863		—		63,863			—			—
Derivative assets (1)	8,508		8,508		—		52,270			—			(43,762		)
Liabilities:
Deposits	621,123		621,120		—		621,120			—			—
Consolidated obligations
Discount notes	11,952,899		11,952,611		—		11,952,611			—			—
Bonds	18,958,906		18,992,332		—		18,992,332			—			—
Mandatorily redeemable capital stock	3,779		3,779		3,779		—			—			—
Accrued interest payable	42,901		42,901		—		42,901			—			—
Derivative liabilities (1)	14,574		14,574		—		763,409			—			(748,835		)

___________________________

⁽¹⁾  Financial instruments measured at fair value on a recurring basis as of June 30, 2014.

⁽²⁾  Consists of the Bank's holdings of U.S. government-guaranteed debentures, U.S. government-guaranteed RMBS and GSE RMBS.

⁽³⁾  Consists of the Bank's holdings of non-agency RMBS.

⁽⁴⁾  Amounts represent the impact of legally enforceable master netting agreements or other legally enforceable arrangements 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.

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The following table presents the carrying values and estimated fair values of the Bank’s financial instruments at December 31, 2013 (in thousands), as well as the level within the fair value hierarchy in which the measurements are classified. Financial assets and liabilities are classified in their entirety based on the lowest level input that is significant to the fair value estimate.

FAIR VALUE SUMMARY TABLE

			Estimated Fair Value
Financial Instruments	Carrying Value		Total		Level 1		Level 2			Level 3			Netting Adjustment(4)
Assets:
Cash and due from banks	$	911,081	$	911,081	$	911,081	$	—		$	—		$	—
Interest-bearing deposits	344		344		—		344			—			—
Federal funds sold	1,468,000		1,468,000		—		1,468,000			—			—
Trading securities (1)	1,007,757		1,007,757		8,252		999,505			—			—
Available-for-sale securities (1)	5,455,693		5,455,693		—		5,455,693			—			—
Held-to-maturity securities	5,198,549		5,258,422		—		5,075,225		(2)	183,197		(3)	—
Advances	15,978,945		16,059,612		—		16,059,612			—			—
Mortgage loans held for portfolio, net	91,110		100,078		—		100,078			—			—
Accrued interest receivable	64,425		64,425		—		64,425			—			—
Derivative assets (1)	15,909		15,909		—		84,050			—			(68,141		)
Liabilities:
Deposits	885,667		885,665		—		885,665			—			—
Consolidated obligations
Discount notes	5,984,530		5,984,721		—		5,984,721			—			—
Bonds	21,486,712		21,452,422		—		21,452,422			—			—
Mandatorily redeemable capital stock	3,065		3,065		3,065		—			—			—
Accrued interest payable	47,035		47,035		—		47,035			—			—
Derivative liabilities (1)	10,991		10,991		—		901,372			—			(890,381		)

___________________________

⁽¹⁾  Financial instruments measured at fair value on a recurring basis as of December 31, 2013.

⁽²⁾  Consists of the Bank's holdings of U.S. government-guaranteed debentures, U.S. government-guaranteed RMBS and GSE RMBS.

⁽³⁾  Consists of the Bank's holdings of non-agency RMBS.

⁽⁴⁾  Amounts represent the impact of legally enforceable master netting agreements or other legally enforceable arrangements 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 15—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 June 30, 2014, the par amount of the other 11 FHLBanks’ outstanding consolidated obligations was approximately $769 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 expected that it would be required to pay any amounts on behalf of its co-obligors under its joint and several liability, the Bank would charge to income the amount

34

of the expected payment. Based upon the creditworthiness of the other FHLBanks, the Bank currently believes that the likelihood that it would have to pay any amounts beyond those for which it is primarily liable is remote.

Other commitments and contingencies. At June 30, 2014 and December 31, 2013, the Bank had commitments to make additional advances totaling approximately $17,967,000 and $14,951,000, respectively. In addition, outstanding standby letters of credit totaled $3,055,283,000 and $2,964,486,000 at June 30, 2014 and December 31, 2013, respectively. Based on management’s credit analyses and collateral requirements, the Bank does not deem it necessary to have any provision for credit losses on these letters of credit (see Note 7).

At June 30, 2014, the Bank had commitments to issue $287,500,000 of consolidated obligation bonds, all of which were hedged with interest rate swaps. At December 31, 2013, the Bank had a commitment to issue a $500,000,000 consolidated obligation discount note, which was not hedged.

The Bank has transacted interest rate exchange agreements with large financial institutions and a third-party clearinghouse that are subject to collateral exchange arrangements. As of June 30, 2014 and December 31, 2013, the Bank had pledged cash collateral of $705,016,000 and $824,695,000, respectively, to those parties that had credit risk exposure to the Bank related to interest rate exchange agreements. The pledged cash collateral (i.e., interest-bearing deposit asset) is netted against derivative assets and liabilities in the statements of condition. In addition, as of June 30, 2014, the Bank had pledged securities with a carrying value (and fair value) of $12,998,000 to a party that had credit risk exposure to the Bank related to interest rate exchange agreements. The pledged securities may be rehypothecated and are not netted against derivative assets and liabilities in the statement of condition. The Bank had not pledged any securities as collateral at December 31, 2013.

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 16— 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 17 — Transactions with Other FHLBanks

Occasionally, the Bank loans (or borrows) short-term federal funds to (or from) other FHLBanks. During the six months ended June 30, 2014 and 2013, interest income from loans to other FHLBanks totaled $558 and $1,507, respectively. The following table summarizes the Bank’s loans to other FHLBanks during the six months ended June 30, 2014 and 2013 (in thousands).

	Six Months Ended June 30,
	2014			2013
Balance at January 1,	$	—		$	—
Loans made to:
FHLBank of San Francisco	390,000			475,000
FHLBank of Atlanta	—			200,000
Collections from:
FHLBank of San Francisco	(390,000		)	(475,000		)
FHLBank of Atlanta	—			(200,000		)
Balance at June 30,	$	—		$	—

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During the six months ended June 30, 2014 and 2013, interest expense on borrowings from other FHLBanks totaled $1,486 and $292, respectively. The following table summarizes the Bank’s borrowings from other FHLBanks during the six months ended June 30, 2014 and 2013 (in thousands).

	Six Months Ended June 30,
	2014			2013
Balance at January 1,	$	—		$	—
Borrowings from:
FHLBank of San Francisco	365,000			150,000
FHLBank of Indianapolis	90,000			—
FHLBank of Chicago	90,000			—
FHLBank of Topeka	40,000			—
FHLBank of Atlanta	20,000			—
Repayments to:
FHLBank of San Francisco	(365,000		)	(150,000		)
FHLBank of Indianapolis	(90,000		)	—
FHLBank of Chicago	(90,000		)	—
FHLBank of Topeka	(40,000		)	—
FHLBank of Atlanta	(20,000		)	—
Balance at June 30,	$	—		$	—

The Bank has, from time to time, assumed the outstanding debt of another FHLBank rather than issue new debt. In connection with these transactions, the Bank becomes the primary obligor for the transferred debt. The Bank did not assume any debt from other FHLBanks during the six months ended June 30, 2014 or 2013.

Occasionally, the Bank transfers debt to other FHLBanks. In connection with these transactions, the assuming FHLBank becomes the primary obligor for the transferred debt. The Bank did not transfer any debt to other FHLBanks during the six months ended June 30, 2014 or 2013.

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Note 18 — Accumulated Other Comprehensive Income (Loss)

The following table presents the changes in the components of accumulated other comprehensive income (loss) for the three and six months ended June 30, 2014 and 2013 (in thousands).

	Net Unrealized  Gains (Losses) on  Available-for-Sale  Securities (1)			Non-Credit Portion of  Other-than-Temporary  Impairment Losses on  Held-to-Maturity Securities			Postretirement Benefits			Total  Accumulated  Other  Comprehensive  Income (Loss)
Three Months Ended June 30, 2014
Balance at April 1, 2014	$	24,404		$	(31,341	)	$	1,404		$	(5,533	)
Reclassifications from accumulated other comprehensive income (loss) to net income
Reclassification adjustment for amortization of prior service costs and net actuarial gains recognized in compensation and benefits expense	—			—			(23		)	(23		)
Other amounts of other comprehensive income (loss)
Net unrealized gains on available-for-sale securities	5,096			—			—			5,096
Accretion of non-credit portion of other-than-temporary impairment losses to the carrying value of held-to-maturity securities	—			1,848			—			1,848
Total other comprehensive income (loss)	5,096			1,848			(23		)	6,921
Balance at June 30, 2014	$	29,500		$	(29,493	)	$	1,381		$	1,388
Three Months Ended June 30, 2013
Balance at April 1, 2013	$	45,657		$	(39,383	)	$	444		$	6,718
Reclassifications from accumulated other comprehensive income (loss) to net income
Reclassification adjustment for amortization of prior service credits and net actuarial gains recognized in compensation and benefits expense	—			—			(10		)	(10		)
Other amounts of other comprehensive income (loss)
Net unrealized losses on available-for-sale securities	(42,622		)	—			—			(42,622		)
Accretion of non-credit portion of other-than-temporary impairment losses to the carrying value of held-to-maturity securities	—			2,046			—			2,046
Total other comprehensive income (loss)	(42,622		)	2,046			(10		)	(40,586		)
Balance at June 30, 2013	$	3,035		$	(37,337	)	$	434		$	(33,868	)
_____________________________ (1) Net unrealized gains (losses) on available-for-sale securities are net of unrealized gains and losses relating to hedged interest rate risk included in net income.

37

	Net Unrealized Gains (Losses) on Available-for-Sale Securities (1)			Non-Credit Portion of Other-than-Temporary Impairment Losses on Held-to-Maturity Securities			Postretirement Benefits			Total Accumulated Other Comprehensive Income (Loss)
Six Months Ended June 30, 2014
Balance at January 1, 2014	$	(868	)	$	(33,200	)	$	1,427		$	(32,641	)
Reclassifications from accumulated other comprehensive income (loss) to net income
Reclassification adjustment for amortization of prior service costs and net actuarial gains recognized in compensation and benefits expense	—			—			(46		)	(46		)
Other amounts of other comprehensive income (loss)
Net unrealized gains on available-for-sale securities	30,368			—			—			30,368
Accretion of non-credit portion of other-than-temporary impairment losses to the carrying value of held-to-maturity securities	—			3,707			—			3,707
Total other comprehensive income (loss)	30,368			3,707			(46		)	34,029
Balance at June 30, 2014	$	29,500		$	(29,493	)	$	1,381		$	1,388
Six Months Ended June 30, 2013
Balance at January 1, 2013	$	22,527		$	(41,437	)	$	665		$	(18,245	)
Reclassifications from accumulated other comprehensive income (loss) to net income
Reclassification adjustment for amortization of prior service credits and net actuarial gains recognized in compensation and benefits expense	—			—			(20		)	(20		)
Other amounts of other comprehensive income (loss)
Net unrealized losses on available-for-sale securities	(19,492		)	—			—			(19,492		)
Accretion of non-credit portion of other-than-temporary impairment losses to the carrying value of held-to-maturity securities	—			4,100			—			4,100
Prior service cost	—			—			(211		)	(211		)
Total other comprehensive income (loss)	(19,492		)	4,100			(231		)	(15,623		)
Balance at June 30, 2013	$	3,035		$	(37,337	)	$	434		$	(33,868	)

_____________________________

⁽¹⁾ Net unrealized gains (losses) on available-for-sale securities are net of unrealized gains and losses relating to hedged interest rate risk included in net income.

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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. 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 these 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, changes in the ratings on the Bank’s debt, adverse consequences resulting from a significant regional, national or global economic downturn (including, but not limited to, reduced demand for the Bank's products and services), 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 a significant amount of member borrowings 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 for the year ended December 31, 2013, which was filed with the Securities and Exchange Commission (“SEC”) on March 24, 2014 (the “2013 10-K”). 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.

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 Federal Home Loan Banks Office of Finance ("Office of Finance"), a joint office of the FHLBanks, the “FHLBank System”) that were created by the Federal Home Loan Bank Act of 1932. 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. The Federal Housing Finance Agency (“Finance Agency”), an independent agency in the executive branch of the U.S. government, is responsible for supervising and regulating the FHLBanks and the Office of Finance. The Finance Agency’s stated mission is to ensure that the housing GSEs, including the FHLBanks, operate in a safe and sound manner so that they serve as a reliable source of liquidity and funding for housing finance and community investment. Consistent with this mission, the Finance Agency establishes policies and regulations covering the operations of the FHLBanks.

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, credit unions, and Community Development Financial Institutions that are certified under the Community Development Banking and Financial Institutions Act of 1994. While not members of the Bank, housing associates, including state and local housing authorities, that meet certain statutory criteria may also borrow from the Bank. The Bank also maintains a portfolio of investments, the vast majority of which are highly rated, for liquidity purposes and to provide additional earnings. Additionally, the Bank holds interests in a small and declining portfolio of government-guaranteed/insured and conventional mortgage loans that were acquired during the period from 1998 to mid-2003 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.

39

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, by a federal or state agency or insurer acting as a receiver of a closed institution, or by former members of the Bank that retain capital stock to support advances or other obligations that remain outstanding or until any applicable stock redemption or withdrawal notice period expires. All members must hold stock in the Bank. The Bank’s capital stock has a par value of $100 per share and is purchased, redeemed, repurchased and transferred only at its par value. By regulation, the parties to a transaction involving the Bank's stock can include only the Bank and its member institutions (or non-member institutions or former members, as described above). While a member could transfer stock to another member of the Bank, that transfer could occur only upon approval of the Bank and then only at 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 statements of condition only those consolidated obligations for which it receives the proceeds. Consolidated obligations are not obligations of the U.S. government and the U.S. government does not guarantee them. Consolidated obligations are currently rated Aaa/P-1 by Moody’s Investors Service (“Moody’s”) and AA+/A-1+ by Standard & Poor’s (“S&P”). These ratings indicate that each of these nationally recognized statistical rating organizations ("NRSROs") has concluded that the FHLBanks have a very strong capacity to meet their commitments to pay principal and interest on consolidated obligations. The ratings also reflect the FHLBank System’s status as a GSE. Historically, the FHLBanks’ GSE status and very high 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 June 30, 2014, Moody’s had assigned a deposit rating of Aaa/P-1 to each of the FHLBanks. At that same date, S&P had rated 11 of the FHLBanks AA+/A-1+ and the FHLBank of Seattle AA/A-1+.

Shareholders, bondholders and prospective shareholders and bondholders should understand that these credit 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, including 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.”

The Bank defines “adjusted earnings” as 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 settlements) associated with derivatives and hedging activities and assets and liabilities carried at fair value; and (5) realized gains and losses associated with early terminations of derivative transactions. The Bank’s adjusted 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. 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 or assets with short repricing intervals, and its adjusted earnings and returns on capital stock (based on adjusted earnings) generally tend to track 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 continue to increase its retained earnings 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, currently, the upper end of the targeted range for the 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.

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The following table summarizes the Bank’s membership, by type of institution, as of June 30, 2014 and December 31, 2013.

MEMBERSHIP SUMMARY
	June 30, 2014	December 31, 2013
Commercial banks	665	679
Thrifts	71	71
Credit unions	98	96
Insurance companies	29	26
Community Development Financial Institutions	4	3
Total members	867	875
Housing associates	8	8
Non-member borrowers	10	10
Total	885	893
Community Financial Institutions (“CFIs”) (1)	681	696

_____________________________

⁽¹⁾  The figures presented above reflect the number of members that were Community Financial Institutions as of June 30, 2014 and December 31, 2013 based upon the definitions of Community Financial Institutions that applied as of those dates.

For 2014, Community Financial Institutions (“CFIs”) are defined to include all institutions insured by the Federal Deposit Insurance Corporation (“FDIC”) with average total assets as of December 31, 2013, 2012 and 2011 of less than $1.108 billion. For 2013, CFIs were defined as FDIC-insured institutions with average total assets as of December 31, 2012, 2011 and 2010 of less than $1.095 billion.

Financial Market Conditions

Economic growth in the United States slowed during the first quarter of 2014 and then improved during the second quarter. The gross domestic product increased at an annual rate of 4.0 percent during the second quarter of 2014, after decreasing at an annual rate of 2.1 percent during the first quarter of 2014. The nationwide unemployment rate fell from 6.7 percent at both March 31, 2014 and December 31, 2013 to 6.1 percent at June 30, 2014. Housing prices continued to improve in most major metropolitan areas.

Credit market conditions also remained relatively stable during the first six months of 2014. In February 2014, in order to avoid the possible financial market impacts of an ongoing debt ceiling debate, the U.S. Congress passed a suspension of the debt ceiling until March 2015.

During 2013, the Federal Reserve purchased agency mortgage-backed securities ("MBS") at a pace of $40 billion per month and longer-term U.S. Treasury securities at a pace of $45 billion per month. During the first six months of 2014, these purchases were reduced in measured steps. At its July 2014 Federal Open Market Committee ("FOMC") meeting, the Federal Reserve announced that it would further reduce its purchases of agency MBS and longer-term U.S. Treasury securities to $10 billion and $15 billion, respectively, in August 2014. The Federal Reserve is also maintaining its existing policy of reinvesting the principal payments from its holdings of agency debt and agency MBS in agency MBS and of rolling over maturing treasury securities at auction. The Federal Reserve stated that it will closely monitor incoming information on economic and financial developments in coming months. If the incoming information broadly supports the FOMC's expectation of ongoing improvement in labor market conditions and inflation moving back toward its longer-run objective, the FOMC will likely reduce the pace of its purchases of U.S. Treasury securities and agency MBS in further measured steps.

The FOMC maintained its target for the federal funds rate at a range between 0 and 0.25 percent throughout the first six months of 2014. The Federal Reserve stated at its July 2014 FOMC meeting that it likely will be appropriate to maintain the current target range for the federal funds rate for a considerable time after the asset purchase program ends, especially if projected inflation continues to run below the FOMC’s 2 percent longer-run goal, and provided that longer-term inflation expectations remain well anchored. During the first six months of 2014, the Federal Reserve continued to pay 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. The sustained increase in bank reserves 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.

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One-month and three-month LIBOR rates decreased slightly during the first six months of 2014, with one-month and three-month LIBOR ending the second quarter at 0.16 percent and 0.23 percent, respectively, as compared to 0.17 percent and 0.25 percent, respectively, at the end of 2013. The following table presents information on various market interest rates at June 30, 2014 and December 31, 2013 and various average market interest rates for the three and six-month periods ended June 30, 2014 and 2013.

	Ending Rate		Average Rate		Average Rate
	June 30, 2014	December 31, 2013	Second Quarter 2014	Second Quarter 2013	Six Months Ended June 30, 2014	Six Months Ended June 30, 2013
Federal Funds Target (1)	0.25%	0.25%	0.25%	0.25%	0.25%	0.25%
Average Effective Federal Funds Rate (2)	0.09%	0.07%	0.09%	0.12%	0.08%	0.13%
1-month LIBOR (1)	0.16%	0.17%	0.15%	0.20%	0.15%	0.20%
3-month LIBOR (1)	0.23%	0.25%	0.23%	0.28%	0.23%	0.28%
2-year LIBOR (1)	0.58%	0.49%	0.54%	0.41%	0.52%	0.41%
5-year LIBOR (1)	1.70%	1.79%	1.74%	1.08%	1.71%	1.02%
10-year LIBOR (1)	2.63%	3.09%	2.72%	2.15%	2.79%	2.08%
3-month U.S. Treasury (1)	0.04%	0.07%	0.03%	0.05%	0.04%	0.07%
2-year U.S. Treasury (1)	0.47%	0.38%	0.42%	0.27%	0.40%	0.27%
5-year U.S. Treasury (1)	1.62%	1.75%	1.66%	0.91%	1.63%	0.87%
10-year U.S. Treasury (1)	2.53%	3.04%	2.62%	1.99%	2.69%	1.97%

_____________________________

⁽¹⁾  Source: Bloomberg

⁽²⁾  Source: Federal Reserve Statistical Release

Year-to-Date 2014 Summary

• The Bank ended the second quarter of 2014 with total assets of $33.6 billion compared with $30.2 billion at the end of 2013. The $3.4 billion increase in total assets during the six-month period was attributable to a $2.2 billion increase in advances and a $1.2 billion increase in the Bank's short-term liquidity portfolio.

• Total advances increased from $16.0 billion at December 31, 2013 to $18.2 billion at June 30, 2014. During the second quarter of 2014, the Bank's lending activities expanded due to increased demand for loans at member institutions which the Bank attributes to improving economic conditions and more robust activity in the housing markets served by its members.

• The Bank’s net income for the three and six months ended June 30, 2014 was $14.0 million and $26.9 million, respectively, as compared to $22.1 million and $40.2 million, respectively, during the corresponding periods in 2013.

• Unrealized losses on the Bank’s holdings of non-agency residential MBS ("RMBS"), all of which are classified as held-to-maturity, totaled $10.5 million (6 percent of amortized cost) at June 30, 2014, as compared to $16.1 million (8 percent of amortized cost) at December 31, 2013. Based on its quarter-end analysis of the 28 securities in this portfolio, the Bank believes that the unrealized losses were principally the result of liquidity risk related discounts in the non-agency RMBS market and do not accurately reflect the currently likely future credit performance of the securities. Accordingly, no credit-related other-than-temporary impairment charges were recorded during the three months ended June 30, 2014. For a discussion of the Bank’s analysis, see “Item 1. Financial Statements” (specifically, Note 5 beginning on page 11 of this report). If the actual and/or projected performance of the loans underlying the Bank’s holdings of non-agency RMBS deteriorates beyond management's current expectations, the Bank could recognize further losses on the securities that it has already determined to be other-than-temporarily impaired in prior periods and/or losses on its other investments in non-agency RMBS.

• At all times during the first six months of 2014, the Bank was in compliance with all of its regulatory capital requirements. In addition, the Bank’s retained earnings increased to $680.4 million at June 30, 2014 from $655.5 million at December 31, 2013. Retained earnings approximated 2 percent of total assets at each of these dates.

• During the first six months of 2014, the Bank paid dividends totaling $2.0 million; the Bank’s first and second quarter dividends were each paid at an annualized rate of 0.375 percent, which exceeded the upper end of the Federal Reserve’s target range for the federal funds rate of 0.25 percent for each of the preceding quarters by 12.5 basis points.

42

• While the Bank cannot predict future economic conditions or future levels of advances demand from its members, based on its current expectations the Bank anticipates that its earnings will be sufficient both to continue paying quarterly dividends at a rate at least equal to or slightly above the upper end of the Federal Reserve's target range for the federal funds rate and to continue building retained earnings for the foreseeable future. In addition, the Bank currently expects to continue its quarterly repurchases of surplus stock.

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Selected Financial Data

SELECTED FINANCIAL DATA

(dollars in thousands)

	2014						2013
	Second Quarter			First Quarter			Fourth Quarter			Third Quarter			Second Quarter
Balance sheet (at quarter end)
Advances	$	18,245,870		$	15,340,791		$	15,978,945		$	16,634,235		$	18,354,152
Investments (1)	13,938,090			13,387,482			13,130,343			13,584,875			12,216,642
Mortgage loans	80,939			86,003			91,275			96,438			104,553
Allowance for credit losses on mortgage loans	148			165			165			175			175
Total assets	33,651,300			30,635,363			30,221,824			31,319,824			32,683,353
Consolidated obligations — discount notes	11,952,899			7,798,189			5,984,530			6,513,829			7,569,453
Consolidated obligations — bonds	18,958,906			20,146,668			21,486,712			22,041,996			22,164,449
Total consolidated obligations(2)	30,911,805			27,944,857			27,471,242			28,555,825			29,733,902
Mandatorily redeemable capital stock(3)	3,779			3,961			3,065			30,086			4,229
Capital stock — putable	1,227,513			1,083,879			1,123,675			1,140,171			1,156,781
Unrestricted retained earnings	635,150			624,931			615,620			602,183			579,585
Restricted retained earnings	45,233			42,432			39,850			36,223			30,316
Total retained earnings	680,383			667,363			655,470			638,406			609,901
Accumulated other comprehensive income (loss)	1,388			(5,533		)	(32,641		)	(37,657		)	(33,868		)
Total capital	1,909,284			1,745,709			1,746,504			1,740,920			1,732,814
Dividends paid(3)	984			1,019			1,073			1,027			1,039
Income statement (for the quarter)
Net interest income	$	31,885		$	28,718		$	34,183		$	42,359		$	36,506
Other income	2,830			2,848			4,421			7,559			4,886
Other expense	19,155			17,219			18,451			17,104			16,846
AHP assessment	1,556			1,435			2,016			3,282			2,455
Net income	14,004			12,912			18,137			29,532			22,091
Performance ratios
Net interest margin(4)	0.39		%	0.37		%	0.43		%	0.52		%	0.45		%
Return on average assets	0.17			0.17			0.23			0.37			0.28
Return on average equity	3.10			3.08			4.25			6.77			5.21
Return on average capital stock (5)	4.93			4.92			6.68			10.29			8.07
Total average equity to average assets	5.53			5.48			5.35			5.40			5.29
Regulatory capital ratio(6)	5.68			5.73			5.90			5.77			5.42
Dividend payout ratio (3)(7)	7.03			7.89			5.92			3.48			4.70
Average effective federal funds rate(8)	0.09		%	0.07		%	0.09		%	0.08		%	0.12		%

44

_____________________________

⁽¹⁾  Investments consist of federal funds sold, interest-bearing deposits, securities purchased under agreements to resell 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 June 30, 2014, March 31, 2014, December 31, 2013, September 30, 2013, and June 30, 2013, the outstanding consolidated obligations (at par value) of all 12 FHLBanks totaled approximately $800 billion, $754 billion, $767 billion, $721 billion, and $705 billion, respectively. As of those dates, the Bank’s outstanding consolidated obligations (at par value) were $31 billion, $28 billion, $28 billion, $29 billion, and $30 billion, respectively.

⁽³⁾  Mandatorily redeemable capital stock represents capital stock that is classified as a liability under accounting principles generally accepted in the United States of America. Dividends on mandatorily redeemable capital stock are recorded as interest expense and excluded from dividends paid. Dividends paid on mandatorily redeemable capital stock totaled $4 thousand, $6 thousand, $9 thousand, $4 thousand, and $4 thousand for the quarters ended June 30, 2014, March 31, 2014, December 31, 2013, September 30, 2013, and June 30, 2013, respectively.

⁽⁴⁾  Net interest margin is net interest income as a percentage of average earning assets.

⁽⁵⁾  Return on average capital stock is derived by dividing net income by average capital stock balances excluding mandatorily redeemable capital stock.

⁽⁶⁾  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.

⁽⁷⁾  Dividend payout ratio is computed by dividing dividends paid by net income for each quarter.

⁽⁸⁾  Rates obtained from the Federal Reserve Statistical Release.

Legislative and Regulatory Developments

Money Market Mutual Fund Reform

On June 19, 2013, the SEC proposed two alternatives for amending the rules that govern money market mutual funds under the Investment Company Act of 1940. On July 23, 2014, the SEC approved final regulations governing money market mutual funds. Among other things, the final regulations will:

• require institutional prime money market funds to sell and redeem shares based on their floating net asset value, which would result in the daily share prices of these money market funds fluctuating along with changes in the market-based value of the funds’ investments;

• allow money market fund boards of directors to directly address a run on a fund by imposing liquidity fees or temporarily suspending redemptions; and

• include enhanced diversification, disclosure and stress testing requirements, as well as provide updated reporting by money market funds and private funds that operate like money market funds.

The final regulations do not change the existing regulatory treatment of FHLBank consolidated obligations as liquid assets. FHLBank consolidated obligation discount notes will continue to be included in the definition of “daily liquid assets,” and the definition of “weekly liquid assets” will continue to include FHLBank consolidated obligation discount notes with a remaining maturity up to 60 days. At this time, the future impact of these regulations, if any, on the demand for FHLBank consolidated obligations is unknown.

Financial Condition

The following table provides selected period-end balances as of June 30, 2014 and December 31, 2013, as well as selected average balances for the six-month period ended June 30, 2014 and the year ended December 31, 2013. As shown in the table, the Bank’s total assets increased by 11.3 percent (or $3.4 billion) between December 31, 2013 and June 30, 2014, due to a $2.2 billion increase in advances and a $1.2 billion increase in the Bank's short-term liquidity holdings. As the Bank’s assets increased, the funding for those assets also increased. During the six months ended June 30, 2014, total consolidated obligations increased by $3.4 billion as consolidated obligation discount notes increased by $5.9 billion and consolidated obligation bonds decreased by $2.5 billion.

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

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SUMMARY OF CHANGES IN FINANCIAL CONDITION

(dollars in millions)

	June 30, 2014
			Increase (Decrease)					Balance at
	Balance		Amount			Percentage		December 31, 2013
Advances	$	18,246	$	2,267		14.2	%	$	15,979
Short-term liquidity holdings
Non-interest bearing excess cash balances (1)	1,250		400			47.1	%	850
Securities purchased under agreements to resell	750		750			*		—
Federal funds sold	1,489		21			1.4	%	1,468
U.S. Treasury Bills	1,000		—			—	%	1,000
Long-term investments
Available-for-sale securities	5,607		151			2.8	%	5,456
Held-to-maturity securities	5,084		(115		)	(2.2	)%	5,199
Mortgage loans, net	81		(10		)	(11.0	)%	91
Total assets	33,651		3,429			11.3	%	30,222
Consolidated obligations — bonds	18,959		(2,528		)	(11.8	)%	21,487
Consolidated obligations — discount notes	11,953		5,969			99.7	%	5,984
Total consolidated obligations	30,912		3,441			12.5	%	27,471
Mandatorily redeemable capital stock	4		1			33.3	%	3
Capital stock	1,228		104			9.3	%	1,124
Retained earnings	680		25			3.8	%	655
Average total assets	31,926		(438		)	(1.4	)%	32,364
Average capital stock	1,102		(8		)	(0.7	)%	1,110
Average mandatorily redeemable capital stock	4		(1		)	(20.0	)%	5

_____________________________

* The percentage increase is not meaningful.

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

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Advances

The Bank's advances balances (at par value) increased by $2.3 billion during the first six months of 2014, despite the repayment (on May 7, 2014) of $1.0 billion of advances by Comerica Bank, the Bank's largest borrower at December 31, 2013. Comerica Bank had no advances outstanding at June 30, 2014. The increase in the Bank's advances was due to increased demand for loans at member institutions during the second quarter which the Bank attributes to improving economic conditions and more robust activity in the housing markets served by its members. The following table presents advances outstanding, by type of institution, as of June 30, 2014 and December 31, 2013.

ADVANCES OUTSTANDING BY BORROWER TYPE

(par value, dollars in millions)

	June 30, 2014				December 31, 2013
	Amount		Percent		Amount		Percent
Commercial banks	$	13,149	73	%	$	11,537	73	%
Thrifts	2,600		14		2,478		16
Credit unions	1,559		9		1,362		9
Insurance companies	711		4		365		2
Community Development Financial Institutions	2		—		1		—
Total member advances	18,021		100		15,743		100
Housing associates	26		—		29		—
Non-member borrowers	18		—		23		—
Total par value of advances	$	18,065	100	%	$	15,795	100	%
Total par value of advances outstanding to CFIs (1)	$	6,080	34	%	$	5,541	35	%

_____________________________

⁽¹⁾  The figures presented above reflect the advances outstanding to CFIs as of June 30, 2014 and December 31, 2013 based upon the definitions of CFIs that applied as of those dates.

At June 30, 2014, advances outstanding to the Bank’s five largest borrowers totaled $4.3 billion, representing 24.0 percent of the Bank’s total outstanding advances as of that date. In comparison, advances outstanding to the Bank’s five largest borrowers as of December 31, 2013 totaled $4.2 billion, representing 26.9 percent of the total outstanding advances at that date. The following table presents the Bank’s five largest borrowers as of June 30, 2014.

FIVE LARGEST BORROWERS AS OF JUNE 30, 2014

(par value, dollars in millions)

Name	Par Value of Advances		Percent of Total Par Value of Advances
International Bank of Commerce	$	999	5.5	%
Iberiabank	909		5.0
ViewPoint Bank, N.A.	877		4.9
Beal Bank USA	795		4.4
PlainsCapital Bank	750		4.2
	$	4,330	24.0	%

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The following table presents information regarding the composition of the Bank’s advances by product type as of June 30, 2014 and December 31, 2013.

ADVANCES OUTSTANDING BY PRODUCT TYPE

(par value, dollars in millions)

	June 30, 2014				December 31, 2013
	Balance		Percentage of Total		Balance		Percentage of Total
Fixed-rate	$	16,141	89.4	%	$	12,746	80.7	%
Adjustable/variable-rate indexed	74		0.4		1,052		6.7
Amortizing	1,850		10.2		1,997		12.6
Total par value	$	18,065	100.0	%	$	15,795	100.0	%

The Bank is required by statute and regulation to obtain sufficient collateral from members/borrowers to fully secure all advances and other extensions of credit. The Bank’s collateral arrangements with its members/borrowers and the types of collateral it accepts to secure advances are described in the 2013 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 borrowers 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 2013 10-K, the Bank reviews the financial condition of its depository institution borrowers on at least a quarterly basis to identify any borrowers 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 Holdings

At June 30, 2014, the Bank’s short-term liquidity holdings were comprised of $1.5 billion of overnight federal funds sold to domestic bank counterparties, $1.3 billion of non-interest bearing excess cash balances (of which $1.0 billion was held at the Federal Reserve Bank of Dallas), $1.0 billion of U.S. Treasury Bills and $0.8 billion of overnight reverse repurchase agreements. All of the Bank's federal funds sold during the six months ended June 30, 2014 were transacted with domestic bank counterparties on an overnight basis. At December 31, 2013, the Bank’s short-term liquidity holdings were comprised of $1.5 billion of overnight federal funds sold to domestic bank counterparties, $0.9 billion of non-interest bearing excess cash balances held at the Federal Reserve Bank of Dallas and $1.0 billion of U.S. Treasury Bills. As of June 30, 2014, the Bank’s overnight federal funds sold consisted of $0.6 billion sold to counterparties rated single-A, $0.7 billion sold to counterparties rated triple-B and $0.2 billion sold to an unrated counterparty. 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 holdings fluctuates in response to several factors, including the anticipated 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.”)

48

Long-Term Investments

The composition of the Bank's long-term investment portfolio at June 30, 2014 and December 31, 2013 is set forth in the table below.

COMPOSITION OF LONG-TERM INVESTMENT PORTFOLIO

(in millions)

	Balance Sheet Classification				Total Long-Term
	Held-to-Maturity		Available-for-Sale		Investments		Held-to-Maturity
June 30, 2014	(at carrying value)		(at fair value)		(at carrying value)		(at fair value)
Debentures
U.S. government-guaranteed obligations	$	30	$	55	$	85	$	30
GSE obligations	—		4,978		4,978		—
Other	—		437		437		—
Total debentures	30		5,470		5,500		30
MBS portfolio
U.S. government-guaranteed     residential MBS	9		—		9		9
GSE residential MBS	4,890		—		4,890		4,925
GSE commercial MBS	—		137		137		—
Non-agency residential MBS	155		—		155		176
Total MBS	5,054		137		5,191		5,110
Total long-term investments	$	5,084	$	5,607	$	10,691	$	5,140
	Balance Sheet Classification				Total Long-Term
	Held-to-Maturity		Available-for-Sale		Investments		Held-to-Maturity
December 31, 2013	(at carrying value)		(at fair value)		(at carrying value)		(at fair value)
Debentures
U.S. government-guaranteed obligations	$	33	$	54	$	87	$	33
GSE obligations	—		4,966		4,966		—
Other	—		436		436		—
Total debentures	33		5,456		5,489		33
MBS portfolio
U.S. government-guaranteed     residential MBS	10		—		10		10
GSE residential MBS	4,990		—		4,990		5,032
Non-agency residential MBS	166		—		166		183
Total MBS	5,166		—		5,166		5,225
Total long-term investments	$	5,199	$	5,456	$	10,655	$	5,258

As of June 30, 2014, the U.S. government and the issuers of the Bank's holdings of GSE debentures and GSE MBS were rated triple-A by Moody's and Fitch and AA+ by S&P. The Bank's holdings of other debentures, which were comprised of securities issued by the Private Export Funding Corporation ("PEFCO"), were rated Aaa by Moody's and AA+ by S&P; the PEFCO

49

debentures were not rated by Fitch. The credit ratings associated with the Bank's holdings of non-agency RMBS are presented in the table below.

During the six months ended June 30, 2014, the Bank acquired $391.6 million of GSE RMBS, all of which were classified as held-to-maturity. In addition, in June 2014 the Bank acquired $136.5 million of GSE commercial MBS ("CMBS") (based on trade date), all of which were classified as available-for-sale. Prior to these purchases, the Bank had not owned any CMBS since 2010. The Bank did not sell any long-term investments during the six months ended June 30, 2014. During this same six-month period, the proceeds from maturities and paydowns of held-to-maturity securities totaled approximately $515.7 million.

The Bank is precluded by regulation from purchasing additional MBS if such purchase would cause the aggregate amortized cost of its MBS holdings to exceed 300 percent of the Bank’s total regulatory capital (the sum of its capital stock, mandatorily redeemable capital stock and retained earnings). At June 30, 2014, the Bank held $5.2 billion (amortized cost) of MBS, which represented 273 percent of its total regulatory capital as of that date. In July 2014, the Bank purchased an additional $591.8 million of GSE CMBS. The Bank intends to continue to purchase additional GSE MBS if securities with adequate returns are available when the Bank has the regulatory capacity to increase its MBS portfolio.

The Bank is also permitted under applicable policies and regulations to purchase certain other types of highly rated long-term investments (e.g., the non-MBS debt obligations of other GSEs, subject to certain limits). Subject to applicable regulatory limits, the Bank intends to add such securities to its long-term investment portfolio if attractive opportunities to do so are available.

Gross unrealized losses on the Bank’s RMBS investments decreased from $20.8 million at December 31, 2013 to $17.6 million at June 30, 2014. As of June 30, 2014, $10.5 million of the gross unrealized losses related to the Bank’s holdings of non-agency RMBS.

The Bank evaluates all outstanding held-to-maturity and available-for-sale investment securities in an unrealized loss position as of the end of each calendar 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, Notes 4 and 5 beginning on pages 9 and 11, respectively, of this report).

The deterioration in the U.S. housing markets that occurred primarily during the period from 2007 through 2011, as reflected during that period 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, generally increased the risk that the Bank may not ultimately recover the entire cost bases of some of its non-agency RMBS. However, based on its analysis of the securities in this portfolio, the Bank believes that the unrealized losses as of June 30, 2014 were principally the result of liquidity risk related discounts in the non-agency RMBS market and do not accurately reflect the currently likely future credit performance of the securities.

All of the Bank’s non-agency RMBS are rated by one or more of the following NRSROs: Moody’s, S&P and/or Fitch. The following table presents the credit ratings assigned to the Bank’s non-agency RMBS holdings as of June 30, 2014. 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 CREDIT RATINGS

(dollars in thousands)

Credit Rating	Number of Securities	Unpaid Principal Balance		Amortized Cost		Carrying Value		Estimated Fair Value		Unrealized Losses
Single-A	3	$	8,564	$	8,565	$	8,565	$	8,300	$	265
Triple-B	7	32,399		32,399		32,399		30,760		1,639
Double-B	1	3,298		3,298		3,298		3,181		117
Single-B	4	31,786		31,706		30,465		28,849		2,857
Triple-C	12	103,857		95,828		71,059		90,524		5,652
Single-D	1	16,923		13,065		9,582		13,879		—
Total	28	$	196,827	$	184,861	$	155,368	$	175,493	$	10,530

At June 30, 2014, the Bank’s portfolio of non-agency RMBS was comprised of 9 securities with an aggregate unpaid principal balance of $41 million that are backed by first lien fixed-rate loans and 19 securities with an aggregate unpaid principal balance of $156 million that are backed by first lien option adjustable-rate mortgage (“option ARM”) loans. In comparison, as of December 31, 2013, the Bank’s portfolio of non-agency RMBS was comprised of 10 securities backed by fixed-rate loans with an aggregate unpaid principal balance of $48 million and 19 securities backed by option ARM loans with an aggregate unpaid

50

principal balance of $163 million. One of the Bank's unimpaired non-agency RMBS was paid in full during the three months ended June 30, 2014. A summary of the Bank’s non-agency RMBS as of December 31, 2013 by classification by the originator at the time of issuance, collateral type and year of securitization is presented in the 2013 10-K; there were no material changes to this information during the six months ended June 30, 2014.

The geographic concentration by state of the loans underlying the Bank’s non-agency RMBS as of December 31, 2013 is provided in the 2013 10-K. There were no material changes in these concentrations during the six months ended June 30, 2014.

To assess whether the entire amortized cost bases of its non-agency RMBS are likely to be recovered, the Bank performed a cash flow analysis for each of its non-agency RMBS holdings as of June 30, 2014 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 5 beginning on page 11 of this report). A summary of the significant inputs that were used in the Bank’s analysis of its entire non-agency RMBS portfolio as of June 30, 2014 is set forth in the table below.

SUMMARY OF SIGNIFICANT INPUTS FOR ALL NON-AGENCY RMBS

(dollars in thousands)

	Unpaid Principal Balance at June 30, 2014		Projected Prepayment Rates(2)						Projected Default Rates(2)						Projected Loss Severities(2)
			Weighted Average		Range				Weighted Average		Range				Weighted Average		Range
Year of Securitization					Low		High				Low		High				Low		High
Prime (1)
2003	$	11,967	19.25	%	10.17	%	21.51	%	0.74	%	0.18	%	2.31	%	32.64	%	30.23	%	34.94	%
Alt-A(1)
2006	16,923		15.63	%	15.63	%	15.63	%	23.44	%	23.44	%	23.44	%	44.31	%	44.31	%	44.31	%
2005	157,581		7.13	%	5.88	%	14.53	%	26.50	%	7.99	%	41.69	%	37.83	%	32.29	%	44.82	%
2004	8,509		7.92	%	7.76	%	8.06	%	23.67	%	23.39	%	24.00	%	33.82	%	33.38	%	34.35	%
2002	1,847		19.29	%	19.29	%	19.29	%	3.80	%	3.80	%	3.80	%	30.70	%	30.70	%	30.70	%
Total Alt-A collateral	184,860		8.07	%	5.88	%	19.29	%	25.87	%	3.80	%	41.69	%	38.16	%	30.70	%	44.82	%
Total non-agency RMBS	$	196,827	8.75	%	5.88	%	21.51	%	24.34	%	0.18	%	41.69	%	37.83	%	30.23	%	44.82	%

_____________________________

⁽¹⁾  The Bank’s non-agency RMBS holdings are classified as prime or Alt-A in the table above based upon the assumptions that were used to analyze the securities.

⁽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 each of the underlying loan pools. Loss severities reflect the total projected loan losses as a percentage of the total balance of loans that are projected to default.

During the period from 2009 through 2012, the Bank recorded credit impairments totaling $13.0 million on 14 of its non-agency RMBS. Through June 30, 2014, actual principal shortfalls on these securities have totaled $1.1 million. Based on the cash flow analyses performed as of June 30, 2014, the Bank currently expects to recover in future periods approximately $9.5 million of the previously recorded losses. These anticipated recoveries (i.e., increases in cash flows expected to be collected) will be accreted as interest income over the remaining lives of the applicable securities.

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 as of June 30, 2014 under a more stressful housing price scenario. This more stressful scenario was based on a housing price forecast that assumed home price changes for the 12-month period beginning April 1, 2014 were 5 percentage points lower than the base case scenario followed by home price changes that are 33 percent lower than those used in the base case scenario. As of June 30, 2014, none of the Bank’s non-agency RMBS would have been deemed to be other-than-temporarily impaired under the more stressful housing price scenario.

While substantially all of the Bank's RMBS portfolio is comprised of collateralized mortgage obligations ("CMOs") with floating rate coupons ($5.1 billion par value at June 30, 2014) that do not expose it to interest rate risk if interest rates rise moderately, these 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 June 30, 2014, one-month LIBOR was 0.16 percent and 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 5.95 percent to 15.29 percent. The largest concentration of embedded effective caps ($4.5 billion) was between 6.00 percent and 7.00 percent. As of June 30, 2014, one-month LIBOR rates were 579 basis points below the lowest effective interest rate cap embedded in the CMO floaters. To hedge

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a portion of the potential cap risk embedded in these securities, the Bank held $3.35 billion of interest rate caps with remaining maturities ranging from 1 month to 56 months as of June 30, 2014, and strike rates ranging from 6.00 percent to 7.00 percent. 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. These 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 following table provides a summary of the notional amounts, strike rates and expiration periods of the Bank’s portfolio of stand-alone CMO-related interest rate cap agreements as of June 30, 2014.

SUMMARY OF CMO-RELATED INTEREST RATE CAP AGREEMENTS

(dollars in millions)

Expiration	Notional Amount		Strike Rate
Third quarter 2014	$	700	6.50	%
Fourth quarter 2014	250		6.00	%
Fourth quarter 2014	250		6.50	%
First quarter 2015	150		6.75	%
Second quarter 2015	250		6.50	%
Third quarter 2015	150		6.75	%
Third quarter 2015	200		6.50	%
Fourth quarter 2015	250		6.00	%
Fourth quarter 2015	250		7.00	%
Second quarter 2016	200		6.50	%
Second quarter 2016	250		7.00	%
Third quarter 2018	200		6.50	%
First quarter 2019	250		6.50	%
	$	3,350

Consolidated Obligations and Deposits

During the six months ended June 30, 2014, the Bank’s outstanding consolidated obligation bonds (at par value) decreased by $2.6 billion while its outstanding consolidated obligation discount notes increased by $6.0 billion. The following table presents the composition of the Bank’s outstanding bonds at June 30, 2014 and December 31, 2013.

COMPOSITION OF CONSOLIDATED OBLIGATION BONDS OUTSTANDING

(par value, dollars in millions)

	June 30, 2014				December 31, 2013
	Balance		Percentage of Total		Balance		Percentage of Total
Fixed-rate
Non-callable	$	7,284	38.4	%	$	10,770	49.8	%
Callable	4,351		22.9		2,087		9.7
Variable-rate	4,371		23.0		6,021		27.9
Callable step-up	2,857		15.0		2,585		12.0
Callable step-down	125		0.7		125		0.6
Total par value	$	18,988	100.0	%	$	21,588	100.0	%

The Bank’s intermediate and long-term funding needs remained relatively low during the first six months of 2014 because the growth in total assets was concentrated in shorter term advances and liquid investments. During this period, the Bank issued only $6.8 billion of consolidated obligation bonds, the proceeds of which were generally used to replace a portion of the maturing or called consolidated obligations. In addition, the Bank issued approximately $88.9 billion of consolidated obligation

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discount notes during the six months ended June 30, 2014, the proceeds of which were used primarily to replace maturing or called consolidated obligation discount notes and bonds and to fund the increase in short-term advances.

The weighted average cost of swapped and variable-rate consolidated obligation bonds issued by the Bank approximated LIBOR minus 14 basis points during each of the three months ended June 30, 2014, the three months ended March 31, 2014 and the year ended December 31, 2013.

Demand and term deposits were $0.6 billion and $0.9 billion at June 30, 2014 and December 31, 2013, 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 $1.23 billion and $1.12 billion at June 30, 2014 and December 31, 2013, respectively. The Bank’s average outstanding capital stock (excluding mandatorily redeemable capital stock) decreased from $1.11 billion for the year ended December 31, 2013 to $1.10 billion for the six months ended June 30, 2014.

Mandatorily redeemable capital stock outstanding at June 30, 2014 and December 31, 2013 was $3.8 million and $3.1 million, respectively. Although mandatorily redeemable capital stock is excluded from capital (equity) for financial reporting purposes, it is considered capital for regulatory purposes.

At June 30, 2014 and December 31, 2013, the Bank’s five largest shareholders collectively held $235 million and $203 million, respectively, of capital stock, which represented 19.1 percent and 18.1 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 five largest shareholders as of June 30, 2014.

FIVE LARGEST SHAREHOLDERS AS OF JUNE 30, 2014

(par value, dollars in thousands)

Name	Par Value of Capital Stock		Percent of Total Par Value of Capital Stock
Texas Capital Bank, N.A.	$	68,868	5.6	%
International Bank of Commerce	48,623		4.0
Iberiabank	44,715		3.6
ViewPoint Bank, N.A.	37,368		3.0
Beal Bank USA	35,357		2.9
	$	234,931	19.1	%

As of June 30, 2014, all of the stock held by the five institutions shown in the table above was classified as capital in the statement of condition.

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. Currently, the membership investment requirement is 0.04 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 $7,000,000, and the activity-based investment requirement is 4.10 percent of outstanding advances.

Periodically, the Bank repurchases a portion of members’ excess capital stock. Excess capital 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. For the quarterly repurchases that occurred on January 31, 2014, April 30, 2014 and July 31, 2014, surplus stock was defined as the amount of stock held by a member in excess of 102.5 percent of the member’s minimum investment requirement. For the repurchases that occurred on those dates, a member’s surplus stock was not repurchased if the amount of that member’s surplus stock was $100,000 or less or if, subject to certain exceptions, the member was 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.

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The following table sets forth the repurchases of surplus stock that have occurred since December 31, 2013.

SURPLUS STOCK REPURCHASED UNDER QUARTERLY REPURCHASE PROGRAM

(dollars in thousands)

Date of Repurchase by the Bank	Shares Repurchased	Amount of Repurchase		Amount Classified as Mandatorily Redeemable Capital Stock at Date of Repurchase
January 31, 2014	2,413,181	$	241,318	$	—
April 30, 2014	1,289,766	128,977		—
July 31, 2014	2,586,078	258,608		—

At June 30, 2014, the Bank’s excess stock totaled $232.0 million, which represented 0.7% percent of the Bank’s total assets as of that date.

The following table presents outstanding capital stock, by type of institution, as of June 30, 2014 and December 31, 2013.

CAPITAL STOCK OUTSTANDING BY INSTITUTION TYPE

(par value, dollars in millions)

	June 30, 2014				December 31, 2013
	Par Value of Capital Stock		Percent of Total Par Value of Capital Stock		Par Value of Capital Stock		Percent of Total Par Value of Capital Stock
Commercial banks	$	861	70	%	$	794	70	%
Thrifts	137		11		135		12
Credit unions	174		14		155		14
Insurance companies	55		5		40		4
Total capital stock classified as capital	1,227		100		1,124		100
Mandatorily redeemable capital stock	4		—		3		—
Total regulatory capital stock	$	1,231	100	%	$	1,127	100	%

During the six months ended June 30, 2014, the Bank’s retained earnings increased by $24.9 million, from $655.5 million to $680.4 million. During this same period, the Bank paid dividends on capital stock totaling $2.0 million, which represented an annualized dividend rate of 0.375 percent. The Bank’s first and second quarter 2014 dividend rates exceeded the upper end of the Federal Reserve’s target range for the federal funds rate for the quarters ended December 31, 2013 and March 31, 2014, respectively, by 12.5 basis points. The first quarter dividend, applied to average capital stock held during the period from October 1, 2013 through December 31, 2013, was paid on March 31, 2014. The second quarter dividend, applied to average capital stock held during the period from January 1, 2014 through March 31, 2014, was paid on June 30, 2014.

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 adjusted 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 for the remainder of 2014 to pay dividends at least equal to or slightly above the upper end of the Federal Reserve’s target range for the federal funds rate for the applicable dividend period (i.e., for each calendar quarter during this period, the upper end of the Federal Reserve's target range for the federal funds rate for the preceding quarter). 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.

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 2013 10-K. At June 30, 2014, the Bank’s total risk-based capital requirement was $364 million, comprised of credit risk, market risk and operations risk capital requirements of $153 million, $127 million and $84 million, respectively, and its permanent capital was $1.9 billion.

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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 allowance for losses at June 30, 2014 or December 31, 2013. Under the regulatory definitions, total capital and permanent capital exclude accumulated other comprehensive income (loss). At all times during the six months ended June 30, 2014, the Bank was in compliance with all of its regulatory capital requirements. At June 30, 2014, the Bank's total capital-to-assets and leverage capital-to-assets ratios were 5.68% and 8.52%, respectively. For a summary of the Bank’s compliance with the Finance Agency’s capital requirements as of June 30, 2014 and December 31, 2013, see “Item 1. Financial Statements” (specifically, Note 12 on page 30 of this report).

Derivatives and Hedging Activities

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 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 11 beginning on page 24 of this report). The following table provides the notional balances of the Bank’s derivative instruments, by balance sheet category and accounting designation, as of June 30, 2014 and December 31, 2013.

COMPOSITION OF DERIVATIVES BY BALANCE SHEET CATEGORY AND ACCOUNTING DESIGNATION

(in millions)

	Shortcut Method		Long-Haul Method		Economic Hedges		Total
June 30, 2014
Advances	$	3,792	$	1,504	$	25	$	5,321
Investments	—		5,061		3,350		8,411
Consolidated obligation bonds	—		12,885		—		12,885
Balance sheet	—		—		1,700		1,700
Intermediary positions	—		—		622		622
Total notional balance	$	3,792	$	19,450	$	5,697	$	28,939
December 31, 2013
Advances	$	3,714	$	1,107	$	—	$	4,821
Investments	—		4,925		4,100		9,025
Consolidated obligation bonds	—		13,473		—		13,473
Balance sheet	—		—		3,700		3,700
Intermediary positions	—		—		228		228
Total notional balance	$	3,714	$	19,505	$	8,028	$	31,247

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The following table presents the earnings impact of derivatives and hedging activities during the three and six months ended June 30, 2014 and 2013.

NET EARNINGS IMPACT OF DERIVATIVES AND HEDGING ACTIVITIES

(in millions)

	Advances			Investments			Consolidated Obligation Bonds			Intermediary Transactions		Balance Sheet		Total
Three Months Ended June 30, 2014
Amortization/accretion of hedging activities in net interest income (1)	$	—		$	27		$	—		$	—	$	—	$	27
Net interest settlements included in net interest income (2)	(28		)	(47		)	30			—		—		(45		)
Net gain (loss) on derivatives and hedging activities
Net gains on fair value hedges	—			—			1			—		—		1
Net losses on economic hedges	—			(1		)	—			—		—		(1		)
Total net gains (losses) on derivatives and hedging activities	—			(1		)	1			—		—		—
Net impact of derivatives and hedging activities	$	(28	)	$	(21	)	$	31		$	—	$	—	$	(18	)
Three Months Ended June 30, 2013
Amortization/accretion of hedging activities in net interest income (1)	$	—		$	26		$	(1	)	$	—	$	—	$	25
Net interest settlements included in net interest income (2)	(38		)	(47		)	33			—		—		(52		)
Net gain (loss) on derivatives and hedging activities
Net gains (losses) on fair value hedges	—			2			(1		)	—		—		1
Net gains (losses) on economic hedges	—			—			(1		)	—		1		—
Net interest settlements on economic hedges	—			—			1			—		1		2
Total net gains (losses) on derivatives and hedging activities	—			2			(1		)	—		2		3
Net impact of derivatives and hedging activities	$	(38	)	$	(19	)	$	31		$	—	$	2	$	(24	)
Six Months Ended June 30, 2014
Amortization/accretion of hedging activities in net interest income (1)	$	—		$	54		$	(1	)	$	—	$	—	$	53
Net interest settlements included in net interest income (2)	(56		)	(95		)	59			—		—		(92		)
Net gain (loss) on derivatives and hedging activities
Net gains (losses) on economic hedges	—			(1		)	—			1		—		—
Net interest settlements on economic hedges	—			—			—			—		1		1
Total net gains (losses) on derivatives and hedging activities	—			(1		)	—			1		1		1
Net impact of derivatives and hedging activities	$	(56	)	$	(42	)	$	58		$	1	$	1	$	(38	)
Six Months Ended June 30, 2013
Amortization/accretion of hedging activities in net interest income (1)	$	—		$	53		$	(2	)	$	—	$	—	$	51
Net interest settlements included in net interest income (2)	(78		)	(94		)	65			—		—		(107		)
Net gain (loss) on derivatives and hedging activities
Net gains on fair value hedges	—			2			—			—		—		2
Net gains (losses) on economic hedges	—			—			(1		)	—		1		—
Net interest settlements on economic hedges	—			—			1			—		2		3
Total net gains on derivatives and hedging activities	—			2			—			—		3		5
Net impact of derivatives and hedging activities	$	(78	)	$	(39	)	$	63		$	—	$	3	$	(51	)

_____________________________

⁽¹⁾  Represents the amortization/accretion of hedging fair value adjustments for both open and closed hedge positions.

⁽²⁾  Represents interest income/expense on derivatives included in net interest income.

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The Bank has transacted a significant majority of its interest rate exchange agreements bilaterally with large financial institutions (with which it has in place master agreements). In doing so, the Bank has generally exchanged a defined market risk for the risk that the counterparty will not be able to fulfill its obligations 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 master agreements with each of its non-member bilateral counterparties that include maximum unsecured credit exposure thresholds ranging from $100,000 to $500,000, and by monitoring its exposure to each counterparty on a daily basis. In addition, all of the Bank’s master agreements with its bilateral counterparties include 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. As of June 30, 2014, the notional balance of interest rate exchange agreements transacted with bilateral counterparties totaled $25 billion.

Under the Bank’s master agreements with its non-member bilateral counterparties, the unsecured credit exposure thresholds must be met before collateral is required to be delivered by one party 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 (or return a sufficient amount of previously remitted collateral) to reduce the unsecured credit exposure to zero (or, in the case of pledged securities, to an amount equal to the discount applied to the securities under the terms of the master agreement). Collateral is delivered (or returned) daily when these thresholds are met. The master agreements with the Bank's non-member bilateral counterparties 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 thresholds.

As a result of new statutory and regulatory requirements emanating from the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"), certain derivative transactions that the Bank enters into on and after June 10, 2013 are required to be cleared through a third-party central clearinghouse. As of June 30, 2014, the Bank had cleared trades with notional amounts totaling $4 billion. Cleared trades are subject to initial and variation margin requirements established by the clearinghouse and its clearing members. Collateral is delivered (or returned) daily and, unlike bilateral derivatives, is not subject to any maximum unsecured credit exposure thresholds. The fair values of all interest rate derivatives (including accrued interest receivables and payables) with each clearing member of each clearinghouse are offset for purposes of measuring credit exposure and determining initial and variation margin requirements. With cleared transactions, the Bank is exposed to credit risk in the event that the clearinghouse or the clearing member fails to meet its obligations to the Bank. The Bank has determined that the exercise by a non-defaulting party of the setoff rights incorporated in its cleared derivative transactions should be upheld in the event of a default, including a bankruptcy, insolvency or similar proceeding involving the clearinghouse or any of its clearing members or both.

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 Bank's net credit risk exposure is based on the current estimated cost, on a present value basis, of replacing at current market rates all interest rate exchange agreements with individual counterparties, if those counterparties were to default, after taking into account the value of any cash and/or securities collateral held or remitted by the Bank. For counterparties with which the Bank is in a net gain position, the Bank has credit exposure when the collateral it is holding (if any) has a value less than the amount of the gain. For counterparties with which the Bank is in a net loss position, the Bank has credit exposure when it has delivered collateral with a value greater than the amount of the loss position.

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The following table provides information regarding the Bank’s derivative counterparty credit exposure as of June 30, 2014.

DERIVATIVES COUNTERPARTY CREDIT EXPOSURE

(dollars in millions)

Credit Rating(1)	Number of Bilateral Counterparties	Notional Principal(2)		Net Derivatives Fair Value Before Collateral			Cash Collateral Pledged To Counterparty		Other Collateral Pledged To (From) Counterparty			Net Credit Exposure
Non-member counterparties
Asset positions with credit exposure
Double-A	1	$	25.0	$	0.1		$	—	$	—		$	0.1
Single-A	1	515.0		0.9			—		(0.8		)	0.1
Liability positions with credit exposure
Single-A	2	3,663.2		(35.6		)	36.5		—			0.9
Cleared derivatives (3)	—	3,838.0		(7.9		)	6.3		13.0			11.4
Total derivative positions with non-member counterparties to which the Bank had credit exposure	4	8,041.2		(42.5		)	42.8		12.2			12.5
Liability positions without credit exposure (4)	10	20,587.0		(671.4		)	662.3		—			—
Total non-member counterparties	14	28,628.2		(713.9		)	$	705.1	$	12.2		$	12.5
Member institutions (5)
Asset positions	7	105.0		6.6
Liability positions	4	206.1		(3.8		)
Total member institutions	11	311.1		2.8
Total	25	$	28,939.3	$	(711.1	)

_____________________________

⁽¹⁾  Credit ratings shown in the table reflect the lowest rating from Moody’s, S&P or Fitch and are as of June 30, 2014.

⁽²⁾  Includes amounts that had not settled as of June 30, 2014.

⁽³⁾  The counterparty to the Bank's cleared derivatives transactions is unrated.

⁽⁴⁾  The figures for the liability positions without credit exposure as of June 30, 2014 included transactions with one counterparty that is affiliated with a member institution and two counterparties that are affiliated with a non-member shareholder of the Bank; transactions with these counterparties had an aggregate notional principal of $7.3 billion as of June 30, 2014.

⁽⁵⁾  This product offering and the collateral provisions associated therewith are discussed in the paragraph below.

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 non-member 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.

The Dodd-Frank Act changed the regulatory framework for derivative transactions that are not subject to mandatory clearing requirements (uncleared trades). While the Bank expects to be able in certain instances to continue to enter into uncleared trades on a bilateral basis, those transactions will be subject to new (but not yet finalized) regulatory requirements, including minimum margin and capital requirements imposed by regulators on one or both counterparties to the transactions. Any changes to the margin or capital requirements associated with uncleared trades could adversely affect the pricing of certain uncleared derivative transactions entered into by the Bank, thereby increasing the costs of managing the Bank’s interest rate risk. Because the Dodd-Frank Act calls for a number of regulations, orders, determinations and reports to be issued, the impact of this legislation on the Bank’s hedging activities and the costs associated with those activities will become known only after all of the required regulations, orders, determinations, and reports are issued and implemented.

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Market Value of Equity

The ratio of the Bank’s estimated market value of equity to its book value of equity was approximately 109 percent and 113 percent at June 30, 2014 and December 31, 2013, respectively. For additional discussion, see “Part I / Item 3 — Quantitative and Qualitative Disclosures About Market Risk — Interest Rate Risk.”

Results of Operations

Net Income

Net income for the three months ended June 30, 2014 and 2013 was $14.0 million and $22.1 million, respectively. The Bank’s net income for the three months ended June 30, 2014 represented an annualized return on average capital stock (“ROCS”) of 4.93 percent, which was 484 basis points above the average effective federal funds rate for the quarter. In comparison, the Bank’s ROCS was 8.07 percent for the three months ended June 30, 2013, which exceeded the average effective federal funds rate for that quarter by 795 basis points. Net income for the six months ended June 30, 2014 and 2013 was $26.9 million and $40.2 million, respectively. The Bank’s net income for the six months ended June 30, 2014 represented an annualized ROCS of 4.93 percent, which was 485 basis points above the average effective federal funds rate for the six-month period. In comparison, the Bank’s ROCS was 7.29 percent percent for the six months ended June 30, 2013, which exceeded the average effective federal funds rate for that period by 716 basis points. 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.

Income Before Assessments

During the three months ended June 30, 2014 and 2013, the Bank’s income before assessments was $15.6 million and $24.5 million, respectively. As discussed in more detail below, the $8.9 million decrease in income before assessments from period to period was attributable to a $4.6 million decrease in net interest income, a $2.0 million decrease in other income, and a $2.3 million increase in other expense.

During the six months ended June 30, 2014 and 2013, the Bank’s income before assessments was $29.9 million and $44.7 million, respectively. As discussed in more detail below, the $14.8 million decrease in income before assessments from period to period was attributable to a $10.7 million decrease in net interest income, a $3.1 million decrease in other income, and a $1.0 million increase 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 June 30, 2014 and 2013, the Bank’s net interest income was $31.9 million and $36.5 million, respectively. The Bank’s net interest income was $60.6 million and $71.3 million for the six months ended June 30, 2014 and 2013, respectively. The decrease in net interest income was due in large part to decreases in the Bank's net interest spread for the three and six months ended June 30, 2014, as compared to the corresponding periods in 2013.

For the three months ended June 30, 2014 and 2013, the Bank’s net interest margin was 39 basis points and 45 basis points, respectively. The Bank’s net interest margin was 38 basis points and 43 basis points for the six months ended June 30, 2014 and 2013, respectively. Net interest margin, or net interest income as a percentage 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 decreased from 42 basis points and 40 basis points for the three and six months ended June 30, 2013, respectively, to 36 basis points and 35 basis points for the three and six months ended June 30, 2014, respectively, due primarily to lower yields on the Bank's agency CMO portfolio. The lower yields were due to lower discount accretion associated with these securities, which resulted from a decline in prepayments on the CMOs in the 2014 periods, as compared to the corresponding 2013 periods. In addition, a significant portion of the Bank's advances that were funded during the second quarter of 2014 were short-term advances, which have lower yields than the Bank's longer term assets.The contribution of earnings from the Bank’s invested capital to the net interest margin (the impact of non-interest bearing funds) was 3 basis points during each of the three- and six- month periods ended June 30, 2014 and 2013.

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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 June 30, 2014 and 2013.

YIELD AND SPREAD ANALYSIS

(dollars in millions)

	For the Three Months Ended June 30,
	2014							2013
	Average Balance			Interest Income/ Expense(a)		Average Rate(a)(b)		Average Balance			Interest Income/ Expense(a)		Average Rate(a)(b)
Assets
Interest-bearing deposits (c)	$	746		$	—	0.09	%	$	1,114		$	1	0.12	%
Securities purchased under agreements to resell	1,002			—		0.06	%	1,384			—		0.10	%
Federal funds sold	1,695			—		0.09	%	2,069			—		0.10	%
Investments
Trading	955			—		0.05	%	8			—		—	%
Available-for-sale (d)	5,459			5		0.37	%	5,672			6		0.41	%
Held-to-maturity (d)	5,196			11		0.80	%	4,980			14		1.10	%
Advances (e)	18,265			35		0.77	%	17,419			39		0.90	%
Mortgage loans held for portfolio	83			1		5.71	%	109			1		5.63	%
Total earning assets	33,401			52		0.63	%	32,755			61		0.75	%
Cash and due from banks	46							432
Other assets	115							118
Derivatives netting adjustment (c)	(746		)					(1,113		)
Fair value adjustment on available-for-sale securities (d)	25							37
Adjustment for net non-credit portion of other-than-temporary impairments on held-to-maturity securities (d)	(31		)					(39		)
Total assets	$	32,810		52		0.64	%	$	32,190		61		0.76	%
Liabilities and Capital
Interest-bearing deposits (c)	$	794		—		0.01	%	$	1,053		—		0.01	%
Consolidated obligations
Bonds	20,738			18		0.36	%	22,774			23		0.41	%
Discount notes	9,296			2		0.09	%	6,489			2		0.09	%
Mandatorily redeemable capital stock and other borrowings	15			—		0.18	%	9			—		0.26	%
Total interest-bearing liabilities	30,843			20		0.27	%	30,325			25		0.33	%
Other liabilities	898							1,276
Derivatives netting adjustment (c)	(746		)					(1,113		)
Total liabilities	30,995			20		0.27	%	30,488			25		0.33	%
Total capital	1,815							1,702
Total liabilities and capital	$	32,810				0.25	%	$	32,190				0.31	%
Net interest income				$	32						$	36
Net interest margin						0.39	%						0.45	%
Net interest spread						0.36	%						0.42	%
Impact of non-interest bearing funds						0.03	%						0.03	%

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_____________________________

^(a)  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 $0.4 million and $0.9 million for the three months ended June 30, 2014 and 2013, respectively, the components of which are presented below in the sub-section entitled “Other Income (Loss).”

^(b)  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.

^(c)  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 transacted under a master netting agreement or other similar arrangement. The average balances of interest-bearing deposit assets for the three months ended June 30, 2014 and 2013 in the table above include $0.7 billion and $1.1 billion, respectively, which are classified as derivative assets/liabilities on the statements of condition. In addition, the average balance of interest-bearing deposit liabilities for the three months ended June 30, 2014 in the table above includes $0.1 million which is classified as derivative assets/liabilities on the statement of condition. The average balance of interest-bearing deposit liabilities that were classified as derivative assets/liabilities during the three months ended June 30, 2013 was less than $10,000.

^(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 net prepayment fees on advances.

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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 six months ended June 30, 2014 and 2013.

YIELD AND SPREAD ANALYSIS

(dollars in millions)

	For the Six Months Ended June 30,
	2014							2013
	Average Balance			Interest Income/ Expense(a)		Average Rate(a)(b)		Average Balance			Interest Income/ Expense(a)		Average Rate(a)(b)
Assets
Interest-bearing deposits (c)	$	781		$	—	0.08	%	$	1,143		$	1	0.13	%
Securities purchased under agreements to resell	647			—		0.06	%	1,918			1		0.11	%
Federal funds sold	1,756			1		0.09	%	2,158			1		0.11	%
Investments
Trading	981			—		0.06	%	8			—		—	%
Available-for-sale (d)	5,467			10		0.38	%	5,694			12		0.41	%
Held-to-maturity (d)	5,220			22		0.82	%	5,112			28		1.10	%
Advances (e)	17,458			67		0.76	%	17,485			77		0.88	%
Mortgage loans held for portfolio	86			2		5.70	%	113			3		5.59	%
Total earning assets	32,396			102		0.63	%	33,631			123		0.73	%
Cash and due from banks	215							291
Other assets	115							118
Derivatives netting adjustment (c)	(781		)					(1,143		)
Fair value adjustment on available-for-sale securities (d)	13							31
Adjustment for net non-credit portion of other-than-temporary impairments on held-to-maturity securities (d)	(32		)					(40		)
Total assets	$	31,926		102		0.64	%	$	32,888		123		0.75	%
Liabilities and Capital
Interest-bearing deposits (c)	$	820		—		0.01	%	$	1,096		—		0.01	%
Consolidated obligations
Bonds	20,644			37		0.37	%	23,380			48		0.41	%
Discount notes	8,548			4		0.09	%	6,529			4		0.11	%
Mandatorily redeemable capital stock and other borrowings	12			—		0.20	%	9			—		0.28	%
Total interest-bearing liabilities	30,024			41		0.28	%	31,014			52		0.33	%
Other liabilities	925							1,318
Derivatives netting adjustment (c)	(781		)					(1,143		)
Total liabilities	30,168			41		0.28	%	31,189			52		0.33	%
Total capital	1,758							1,699
Total liabilities and capital	$	31,926				0.26	%	$	32,888				0.32	%
Net interest income				$	61						$	71
Net interest margin						0.38	%						0.43	%
Net interest spread						0.35	%						0.40	%
Impact of non-interest bearing funds						0.03	%						0.03	%

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_____________________________

^(a)  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 $0.9 million and $2.3 million for the six months ended June 30, 2014 and 2013, respectively, the components of which are presented below in the sub-section entitled “Other Income (Loss).”

^(b)  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.

^(c)  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 transacted under a master netting agreement or other similar arrangement. The average balances of interest-bearing deposit assets for the six months ended June 30, 2014 and 2013 in the table above include $0.8 billion and $1.1 billion, respectively, which are classified as derivative assets/liabilities on the statements of condition. In addition, the average balance of interest-bearing deposit liabilities for the six months ended June 30, 2014 in the table above includes $0.7 million which is classified as derivative assets/liabilities on the statement of condition. The average balance of interest-bearing deposit liabilities that were classified as derivative assets/liabilities during the six months ended June 30, 2013 was less than $10,000.

^(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 net 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 six-month periods in 2014 and 2013. 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)

	For the Three Months Ended									For the Six Months Ended
	June 30, 2014 vs. 2013									June 30, 2014 vs. 2013
	Volume			Rate			Total			Volume			Rate			Total
Interest income
Interest-bearing deposits	$	—		$	(1	)	$	(1	)	$	(1	)	$	—		$	(1	)
Securities purchased under agreements to resell	—			—			—			(1		)	—			(1		)
Federal funds sold	—			—			—			(1		)	1			—
Investments
Trading	—			—			—			—			—			—
Available-for-sale	—			(1		)	(1		)	(1		)	(1		)	(2		)
Held-to-maturity	1			(4		)	(3		)	1			(7		)	(6		)
Advances	2			(6		)	(4		)	—			(10		)	(10		)
Mortgage loans held for portfolio	—			—			—			(1		)	—			(1		)
Total interest income	3			(12		)	(9		)	(4		)	(17		)	(21		)
Interest expense
Interest-bearing deposits	—			—			—			—			—			—
Consolidated obligations
Bonds	(2		)	(3		)	(5		)	(6		)	(5		)	(11		)
Discount notes	1			(1		)	—			1			(1		)	—
Mandatorily redeemable capital stock and other borrowings	—			—			—			—			—			—
Total interest expense	(1		)	(4		)	(5		)	(5		)	(6		)	(11		)
Changes in net interest income	$	4		$	(8	)	$	(4	)	$	1		$	(11	)	$	(10	)

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Other Income (Loss)

The following table presents the various components of other income (loss) for the three and six months ended June 30, 2014 and 2013.

OTHER INCOME (LOSS)

(in thousands)

	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
Net interest income (expense) associated with:
Economic hedge derivatives related to consolidated obligation federal funds floater bonds	$	—		$	223		$	—		$	590
Economic hedge derivatives related to other consolidated obligation bonds	13			—			13			—
Stand-alone economic hedge derivatives (basis swaps)	398			750			914			1,714
Member/offsetting swaps	25			8			34			15
Economic hedge derivatives related to advances	(17		)	(48		)	(17		)	(53		)
Total net interest income associated with economic hedge derivatives	419			933			944			2,266
Gains (losses) related to economic hedge derivatives
Stand-alone derivatives (basis swaps)	412			687			672			818
Federal funds floater swaps	—			(240		)	—			(615		)
Interest rate caps related to held-to-maturity securities	(729		)	111			(1,183		)	96
Member/offsetting swaps and caps	53			20			825			11
Other economic hedge derivatives (advance swaps)	(25		)	46			(25		)	51
Total fair value gains (losses) related to economic hedge derivatives	(289		)	624			289			361
Gains (losses) related to fair value hedge ineffectiveness
Advances and associated hedges	(345		)	370			(395		)	376
Available-for-sale securities and associated hedges	251			2,008			566			1,452
Consolidated obligation bonds and associated hedges	237			(847		)	(436		)	421
Total fair value hedge ineffectiveness	143			1,531			(265		)	2,249
Total net gains on derivatives and hedging activities	273			3,088			968			4,876
Net gains (losses) on unhedged trading securities	350			(104		)	559			240
Gains on early extinguishment of debt	402			—			723			—
Service fees	674			764			1,143			1,316
Letter of credit fees	1,191			1,141			2,341			2,305
Other, net	(60		)	(3		)	(56		)	(25		)
Total other	2,557			1,798			4,710			3,836
Total other income	$	2,830		$	4,886		$	5,678		$	8,712

Economic Hedge Derivatives

The Bank did not have any federal funds floater swaps outstanding during the six months ended June 30, 2014. In the past, the Bank issued a number of consolidated obligation bonds that were indexed to the daily effective federal funds rate. The Bank used federal funds floater swaps to convert its interest payments with respect to these bonds from the daily effective federal funds rate to three-month LIBOR. As economic hedge derivatives, the changes in the fair values of the federal funds floater

64

swaps were recorded in earnings with no offsetting changes in the fair values of the hedged items (i.e., the consolidated obligation federal funds floater bonds) and therefore were a source of volatility in the Bank’s earnings.

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 June 30, 2014, the Bank was a party to 3 interest rate basis swaps with an aggregate notional amount of $1.7 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 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, the projected overnight index swap ("OIS") rates over 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. At June 30, 2014, the carrying values of the Bank’s stand-alone interest rate basis swaps totaled $6.4 million, excluding net accrued interest receivable. During the six months ended June 30, 2014, the Bank terminated one interest rate basis swap with a $1.0 billion notional balance. Proceeds from the termination totaled $3.4 million, which reflected the cumulative life-to-date gains (excluding net interest settlements) realized on the transaction. There were no other terminations of interest rate basis swaps during the six months ended June 30, 2014 or 2013. In addition, one interest rate basis swap with a notional amount of $1.0 billion matured during the three months ended June 30, 2014 and another interest rate basis swap with a notional amount of $1.0 billion matured during the three months ended June 30, 2013.

If the Bank holds its remaining interest rate basis swaps to maturity, the cumulative life-to-date net unrealized gains associated with these instruments aggregating $6.4 million will ultimately reverse in future periods in the form of unrealized losses as the estimated fair values of these instruments decline to zero. The timing of this reversal will depend upon a number of factors including, but not limited to, the then-current and projected level and volatility of short-term interest rates over the lives of the derivatives. 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.

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 short-term interest rates, the Bank held, as of June 30, 2014, 16 interest rate cap agreements having a total notional amount of $3.35 billion. The premiums paid for these caps totaled $29.0 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 CMO LIBOR floaters with embedded caps and therefore can also be a source of volatility in the Bank’s earnings.

At June 30, 2014, the carrying values of the Bank’s stand-alone interest rate cap agreements totaled $0.6 million. If the Bank holds these agreements to maturity, the values of the caps will ultimately decline to zero and be recorded as losses in net gains (losses) on derivatives and hedging activities in future periods.

Hedge Ineffectiveness

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 and substantially all of its available-for-sale securities. These hedging relationships are 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 $0.1 million and $1.5 million for the three months ended June 30, 2014 and 2013, respectively, and $(0.3) million and $2.2 million for the six months ended June 30, 2014 and 2013, respectively.

Other

During the six months ended June 30, 2014, market conditions were such 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 variable rate that approximated the cost of the extinguished debt including any associated interest rate exchange agreements. Specifically, the Bank repurchased $21.4 million (par value) of its consolidated obligations in the secondary market and terminated the related interest rate exchange agreements; the gains on these debt

65

extinguishments totaled $0.4 million and $0.7 million for the three and six months ended June 30, 2014, respectively. The Bank did not early extinguish any other debt during the six months ended June 30, 2014 or 2013.

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 $19.2 million and $36.4 million for the three and six months ended June 30, 2014, respectively, compared to $16.8 million and $35.4 million for the corresponding periods in 2013.

Compensation and benefits were $9.9 million and $20.2 million for the three and six months ended June 30, 2014, respectively, compared to $9.1 million and $20.1 million for the corresponding periods in 2013. The increase in compensation and benefits for the three and six months ended June 30, 2014 as compared to the three and six months ended June 30,2013 was due primarily to period-to-period increases in costs associated with the Bank's participation in the Pentegra Defined Benefit Plan for Financial Institutions, as well as hiring incentives and separation expenses. These cost increases were partially offset by a decrease in salaries, which resulted from a decrease in the Bank's average headcount from 194 employees during the six months ended June 30, 2013 to 180 employees during the six months ended June 30, 2014.

Other operating expenses for the three and six months ended June 30, 2014 were $8.1 million and $13.9 million, respectively, compared to $6.7 million and $12.9 million for the corresponding periods in 2013. The increases in both the three- and six-month periods ended June 30, 2014 as compared to the corresponding periods in 2013 were attributable primarily to an increase in legal fees.

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 $1.1 million and $2.3 million for the three and six months ended June 30, 2014, respectively, compared to $1.0 million and $2.4 million for the corresponding periods in 2013.

AHP Assessments

While the Bank is exempt from all federal, state and local income taxes, it is obligated to set aside amounts for its Affordable Housing Program (“AHP”).

As required by statute, each year the Bank contributes 10 percent of its earnings (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; the result of this calculation is then multiplied by 10 percent. The Bank’s AHP assessments totaled $1.6 million and $2.5 million for the three months ended June 30, 2014 and 2013, respectively. The Bank’s AHP assessments totaled $3.0 million and $4.5 million for the six months ended June 30, 2014 and 2013, 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 2013 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 six months ended June 30, 2014.

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 June 30, 2014, are summarized in “Item 1. Financial Statements” (specifically, Note 5 beginning on page 11 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 amount of credit losses, if any, that would have been recorded in earnings during the quarter ended June 30, 2014 if the more stressful housing price scenario had been used in the Bank's OTTI assessment as of June 30, 2014. 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 overnight reverse repurchase agreements. From time to time, the Bank may also invest in short-term commercial paper and 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

66

level of liquidity needed to satisfy Finance Agency requirements changes. At June 30, 2014, the Bank’s short-term liquidity portfolio was comprised of $1.5 billion of overnight federal funds sold to domestic bank counterparties, $1.3 billion of non-interest bearing excess cash balances (of which $1.0 billion was held at the Federal Reserve Bank of Dallas), $1.0 billion of U.S. Treasury Bills and $0.8 billion of overnight reverse repurchase agreements.

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 the capital markets 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 investments in MBS and/or agency debentures). Furthermore, the Bank has access to borrowings (typically short-term) from the other FHLBanks.

The 12 FHLBanks and the Office of Finance are parties to the Federal Home Loan Banks P&I Funding and Contingency Plan Agreement (the “Contingency Agreement”). The Contingency Agreement and related procedures are designed 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 ("Plan COs") 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. The direct placement by a FHLBank of consolidated obligations with another FHLBank is permitted only in those instances when direct placement of consolidated obligations is necessary to ensure that sufficient funds are available to timely pay all principal and interest on FHLBank System consolidated obligations due on a particular day. Through the date of this report, no Plan COs have ever 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 six months ended June 30, 2014 or 2013.

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 during a stress period of elevated advances demand without accessing the capital markets for the sale of consolidated obligations. As of June 30, 2014, the Bank’s estimated operational liquidity requirement was $2.4 billion. At that date, the Bank estimated that its operational liquidity exceeded this requirement by approximately $11.5 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 during a stress period of elevated advances demand. 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 June 30, 2014, the Bank’s estimated contingent liquidity requirement was $4.5 billion. At that date, the Bank estimated that its contingent liquidity exceeded this requirement by approximately $10.6 billion.

In addition to the liquidity measures described above, the Bank is required, pursuant to guidance issued by the Finance Agency, 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

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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 was in compliance with both of these liquidity requirements at all times during the six months ended June 30, 2014.

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, 2013 is provided in the 2013 10-K. There have been no material changes in the Bank’s contractual obligations outside the normal course of business during the six months ended June 30, 2014.

Recently Issued Accounting Guidance

For a discussion of recently issued accounting guidance, see “Item 1. Financial Statements” (specifically, Note 2 beginning on page 7 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 2013 10-K. The information provided in this item is intended to update the disclosures made in the 2013 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. A decline in interest rates generally accelerates 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.

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, by issuing debt with features similar to the mortgage assets, and/or by using interest rate derivative instruments to offset prepayment risk specific both to particular securities and to the overall mortgage portfolio.

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

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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 six months ended June 30, 2014.

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. 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. 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 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 2013 through June2014. 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 Market Value of Equity		Estimated Market Value of Equity		Percentage Change from Base Case		Estimated Market Value of Equity		Percentage Change from Base Case		Estimated Market Value of Equity		Percentage Change from Base Case		Estimated Market Value of Equity		Percentage Change from Base Case
December 2013	$	1.983	$	1.756	(11.45	)%	$	1.993	0.50	%	$	1.883	(5.04	)%	$	1.999	0.81	%
January 2014	1.749		1.586		(9.32	)%	1.792		2.46	%	1.683		(3.77	)%	1.755		0.34	%
February 2014	1.904		1.764		(7.35	)%	1.936		1.68	%	1.852		(2.73	)%	1.899		(0.26	)%
March 2014	1.954		1.801		(7.83	)%	2.011		2.92	%	1.892		(3.17	)%	1.965		0.56	%
April 2014	1.881		1.739		(7.55	)%	1.957		4.04	%	1.824		(3.03	)%	1.902		1.12	%
May 2014	2.019		1.869		(7.43	)%	2.106		4.31	%	1.961		(2.87	)%	2.046		1.34	%
June 2014	2.093		1.945		(7.07	)%	2.173		3.82	%	2.036		(2.72	)%	2.115		1.05	%

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⁽¹⁾  In the up 100 and up 200 basis point 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 0.10 percent.

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

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(100 basis 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. These 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 statement of condition. 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 2013 through June2014.

DURATION ANALYSIS

(expressed in years)

	Base Case Interest Rates				Duration of Equity
	Asset Duration	Liability Duration	Duration Gap	Duration of Equity	Up 100(1)	Up 200(1)	Down 100(2)	Down 200(2)
December 2013	0.67	(0.41)	0.26	4.25	6.40	8.22	0.00	5.77
January 2014	0.61	(0.48)	0.13	2.73	5.31	7.35	0.91	5.58
February 2014	0.63	(0.56)	0.07	1.47	4.32	6.11	0.60	5.00
March 2014	0.59	(0.48)	0.11	2.23	4.41	6.11	1.01	4.98
April 2014	0.56	(0.46)	0.10	2.25	4.24	6.02	2.62	4.98
May 2014	0.57	(0.49)	0.08	1.77	4.26	5.98	4.24	5.34
June 2014	0.53	(0.47)	0.06	1.55	4.02	5.69	4.07	5.08

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⁽¹⁾  In the up 100 and up 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 0.10 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

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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 nine defined individual maturity points on the yield curve. The Bank calculates these metrics monthly and was in compliance with these policy limits at each month-end during the first six months of 2014.

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, as amended (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 June 30, 2014 that have materially affected, or are reasonably likely to materially affect, the Bank’s internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 6. EXHIBITS

10.1	Separation and Release Agreement between Michael Sims and the Federal Home Loan Bank of Dallas entered into effective May 29, 2014 (filed as Exhibit 10.1 to the Bank’s Current Report on Form 8-K dated May 29, 2014 and filed with the SEC on June 4, 2014, which exhibit is incorporated herein by reference).
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.
101	The following materials from the Bank’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2014, formatted in eXtensible Business Reporting Language (“XBRL”): (i) Statements of Condition as of June 30, 2014 and December 31, 2013; (ii) Statements of Income for the Three and Six Months Ended June 30, 2014 and 2013; (iii) Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2014 and 2013; (iv) Statements of Capital for the Six Months Ended June 30, 2014 and 2013; (v) Statements of Cash Flows for the Six Months Ended June 30, 2014 and 2013; and (vi) Notes to the Financial Statements for the quarter ended June 30, 2014.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

August 12, 2014	By	/s/ Tom Lewis
Date		Tom Lewis
		Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

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EXHIBIT INDEX

10.1	Separation and Release Agreement between Michael Sims and the Federal Home Loan Bank of Dallas entered into effective May 29, 2014 (filed as Exhibit 10.1 to the Bank’s Current Report on Form 8-K dated May 29, 2014 and filed with the SEC on June 4, 2014, which exhibit is incorporated herein by reference).
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.
101	The following materials from the Bank’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2014, formatted in eXtensible Business Reporting Language (“XBRL”): (i) Statements of Condition as of June 30, 2014 and December 31, 2013; (ii) Statements of Income for the Three and Six Months Ended June 30, 2014 and 2013; (iii) Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2014 and 2013; (iv) Statements of Capital for the Six Months Ended June 30, 2014 and 2013; (v) Statements of Cash Flows for the Six Months Ended June 30, 2014 and 2013; and (vi) Notes to the Financial Statements for the quarter ended June 30, 2014.