UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒x QUARTERLYREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For thequarterly periodended ~~March 31,~~June 30, 2014

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

For the transition period from ________ to ________

Commission File Number 000-52004

FEDERAL HOME LOAN BANK OF TOPEKA

(Exact name of registrant as specified in its charter)



Federally chartered corporation		48-0561319
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
One Security Benefit Pl. Suite 100 Topeka, KS		66606
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 785.233.0507

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. ☒x Yes ☐¨ No

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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒x Yes ☐¨ No

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 ☐¨ Accelerated filer ☒x Non-accelerated filer ☐¨ Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐¨ Yes ☒x No

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


	~~Shares outstanding~~ ~~as of 05/07/2014~~
	Shares outstanding as of
	August 6, 2014
Class A Stock, par value $100	~~2,507,895~~ 1,828,177
Class B Stock, par value $100	~~7,456,752~~ 8,513,570

~~Table of Contents~~

.FEDERAL HOME LOAN BANK OF TOPEKA

TABLE OF CONTENTS




PART I	FINANCIAL INFORMATION	3 4
Item 1.	Financial Statements	4
	Statements of Condition	5
	Statements of Income	7
	Statements of Comprehensive Income	8 9
	Statements of Capital	9 10
	Statements of Cash Flows	10 11
	Notes to Financial Statements	12 13
Item 2. 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	44 47
	Executive Level Overview	44 47
	Financial Market Trends	47 49
	Critical Accounting Policies and Estimates	48 51
	Results of Operations	48 51
	Financial Condition	56 63
	Liquidity and Capital Resources	71 78
	Risk Management	75 81
	Recently Issued Accounting Standards	80 85
	Recent Regulatory and Legislative Developments	80 85
Item 3. 3.	Quantitative and Qualitative Disclosures About Market Risk	81 86
Item 4. 4.	Controls and Procedures	87 90
Part II	OTHER INFORMATION	88 91
Item 1. 1.	Legal Proceedings	88 91
Item 1A.	Risk Factors	88 91
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	88 91
Item 3.	Defaults Upon Senior Securities	88 91
Item 4.	Mine Safety Disclosures	88 91
Item 5.	Other Information	88 91
Item 6.	Exhibits	88 92

~~Table of Contents~~

Important Notice about Information in this Quarterly Report

In this quarterly report, unless the context suggests otherwise, references to the “FHLBank,” “FHLBank Topeka,” “we,” “us” and “our” mean the Federal Home Loan Bank of Topeka, and “FHLBanks” mean the 12 Federal Home Loan Banks, including the FHLBank Topeka.

The information contained in this quarterly report is accurate only as of the date of this quarterly report and as of the dates specified herein.

The product and service names used in this quarterly report are the property of the FHLBank, and in some cases, the other FHLBanks. Where the context suggests otherwise, the products, services and company names mentioned in this quarterly report are the property of their respective owners.

Special Cautionary Notice Regarding Forward-looking Statements

The information contained in this Form 10-Q contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include statements describing the objectives, projections, estimates or future predictions of the FHLBank’s operations. These statements may be identified by the use of forward-looking terminology such as “anticipates,” “believes,” “may,” “is likely,” “could,” “estimate,” “expect,” “will,” “intend,” “probable,” “project,” “should,” or their negatives or other variations of these terms. The FHLBank cautions that by their nature forward-looking statements involve risk or uncertainty and that actual results may differ materially from those expressed in any forward-looking statements as a result of such risks and uncertainties, including but not limited to:



Governmental actions, including legislative, regulatory, judicial or other developments that affect the FHLBank; its members, counterparties or investors; housing government sponsored enterprises (GSE); or the FHLBank System in general;



Regulatory actions and determinations, including those resulting from the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act);



Changes in the FHLBank’s capital structure;



Changes in economic and market conditions, including conditions in the mortgage, housing, and capital markets;



Changes in demand for advances or consolidated obligations of the FHLBank and/or of the FHLBank System;



Effects of derivative accounting treatment, other-than-temporary impairment (OTTI) accounting treatment, and other accounting rule requirements;



The effects of amortization/accretion;



Gains/losses on derivatives or on trading investments and the ability to enter into effective derivative instruments on acceptable terms;



Volatility of market prices, interest rates and indices and the timing and volume of market activity;



Membership changes, including changes resulting from member failures or mergers, changes in the principal place of business of members or changes in the Federal Housing Finance Agency (Finance Agency) regulations on membership standards;



Our ability to declare dividends or to pay dividends at rates consistent with past practices;



Soundness of other financial institutions, including FHLBank members, nonmember borrowers, and the other FHLBanks;



Changes in the value or liquidity of collateral underlying advances to FHLBank members or nonmember borrowers or collateral pledged by reverse repurchase and derivative counterparties;



Competitive forces, including competition for loan demand, purchases of mortgage loans and access to funding;



The ability of the FHLBank to introduce new products and services to meet market demand and to manage successfully the risks associated with new products and services;



Our ability to keep pace with technological changes and the ability of the FHLBank to develop and support technology and information systems, including the ability to access the internet and internet-based systems and services, sufficient to effectively manage the risks of the FHLBank’s business;



The ability of each of the other FHLBanks to repay the principal and interest on consolidated obligations for which it is the primary obligor and with respect to which the FHLBank has joint and several liability;



Changes in the U.S. government’s long-term debt rating and the long-term credit rating of the senior unsecured debt issues of the FHLBank System;



Changes in the fair value and economic value of, impairments of, and risks associated with, the FHLBank’s investments in mortgage loans and mortgage-backed securities (MBS) or other assets and related credit enhancement (CE) protections; and

~~The volume and quality of eligible mortgage loans originated and sold by participating members to the FHLBank through its various mortgage finance products (Mortgage Partnership Finance~~® ~~(MPF~~®~~) Program~~1).


•	The volume and quality of eligible mortgage loans originated and sold by participating members to the FHLBank through its various mortgage finance products (Mortgage Partnership Finance^® (MPF^®) Program¹).

¹
"Mortgage Partnership Finance," "MPF" and "eMPF" are registered trademarks of the Federal Home Loan Bank of Chicago.

~~Table of Contents~~

Readers of this report should not rely solely on the forward-looking statements and should consider all risks and uncertainties addressed throughout this report, as well as those discussed under Item 1A – “Risk Factors” in our annual report on Form 10-K for the fiscal year ended December 31, 2013, incorporated by reference herein.

All forward-looking statements contained in this Form 10-Q are expressly qualified in their entirety by this cautionary notice. The reader should not place undue reliance on such forward-looking statements, since the statements speak only as of the date that they are made and the FHLBank has no obligation and does not undertake publicly to update, revise or correct any forward-looking statement for any reason.

PART I

Item 1: Financial Statements

~~Table of Contents~~



FEDERAL HOME LOAN BANK OF TOPEKA
STATEMENTS OF CONDITION - Unaudited
(In thousands, except par value)
	March 31,		December 31,
	2014		2013		06/30/2014			12/31/2013
ASSETS
Cash and due from banks	$	337,578	$	1,713,940	$	737,132		$	1,713,940
Interest-bearing deposits		309		1,116	669			1,116
Securities purchased under agreements to resell (Note 11)		1,000,000		-	1,000,000			—
Federal funds sold		1,215,000		575,000	865,000			575,000

Investment securities:
Trading securities (Note 3)		2,110,714		2,704,777	1,596,292			2,704,777
Held-to-maturity securities1 (Note 3)		5,198,161		5,423,659	5,312,349			5,423,659
Total investment securities		7,308,875		8,128,436	6,908,641			8,128,436

Advances (Notes 4, 6)		16,112,925		17,425,487	17,449,516			17,425,487

Mortgage loans held for portfolio, net:
Mortgage loans held for portfolio (Notes 5, 6)		5,991,532		5,956,228	6,095,504			5,956,228
Less allowance for credit losses on mortgage loans (Note 6)		(6,877)		(6,748)	(4,658		)	(6,748		)
Mortgage loans held for portfolio, net		5,984,655		5,949,480	6,090,846			5,949,480

Overnight loans to other FHLBanks (Note 17)					120,000			—
Accrued interest receivable		62,415		72,526	69,148			72,526
Premises, software and equipment, net		11,076		11,146	10,832			11,146
Derivative assets, net (Notes 7, 11)		22,347		27,957	26,069			27,957
Other assets		43,912		45,216	43,020			45,216

TOTAL ASSETS	$	32,099,092	$	33,950,304	$	33,320,873		$	33,950,304


LIABILITIES
Deposits (Notes 8)	$	1,020,230	$	961,888	$	776,902		$	961,888

Consolidated obligations, net:
Discount notes (Note 9)		9,356,707		10,889,565	11,462,971			10,889,565
Bonds (Note 9)		19,765,733		20,056,964	19,405,969			20,056,964
Total consolidated obligations, net		29,122,440		30,946,529	30,868,940			30,946,529

Mandatorily redeemable capital stock (Note 12)		4,641		4,764	4,519			4,764
Accrued interest payable		71,330		62,447	61,196			62,447
Affordable Housing Program payable (Note 10)		36,466		35,264	34,937			35,264
Derivative liabilities, net (Notes 7, 11)		88,418		108,353	85,017			108,353
Other liabilities		25,483		29,839	27,888			29,839

TOTAL LIABILITIES		30,369,008		32,149,084	31,859,399			32,149,084

Commitments and contingencies (Note 16)
Commitments and contingencies (Note 15)

¹Fair value: ~~$5,197,040~~$5,318,792 and $5,415,205 as of ~~March 31,~~June 30, 2014 and December 31, 2013,respectively.

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

~~Table of Contents~~



FEDERAL HOME LOAN BANK OF TOPEKA
STATEMENTS OF CONDITION - Unaudited (continued)
STATEMENTS OF CONDITION - Unaudited
(In thousands, except par value)
	March 31,		December 31,		06/30/2014			12/31/2013
	2014		2013
CAPITAL
Capital stock outstanding - putable:
Class A ($100 par value; 4,106 and 4,300 shares issued and outstanding) (Note 12)	$	410,589	$	430,063
Class B ($100 par value; 7,552 and 8,222 shares issued and outstanding) (Note 12)		755,220		822,186
Class A ($100 par value; 1,545 and 4,300 shares issued and outstanding) (Note 12)					$	154,470		$	430,063
Class B ($100 par value; 7,231 and 8,222 shares issued and outstanding) (Note 12)					723,122			822,186
Total capital stock		1,165,809		1,252,249	877,592			1,252,249

Retained earnings:
Unrestricted		525,228		515,589	538,086			515,589
Restricted		56,197		51,743	61,913			51,743
Total retained earnings		581,425		567,332	599,999			567,332

Accumulated other comprehensive income (loss) (Note 13)		(17,150)		(18,361)	(16,117		)	(18,361		)

TOTAL CAPITAL		1,730,084		1,801,220	1,461,474			1,801,220

TOTAL LIABILITIES AND CAPITAL	$	32,099,092	$	33,950,304	$	33,320,873		$	33,950,304

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

~~Table of Contents~~



FEDERAL HOME LOAN BANK OF TOPEKA
STATEMENTS OF INCOME - Unaudited
(In thousands)
	Three-month Period Ended March 31,				Three Months Ended						Six Months Ended
	2014		2013		06/30/2014			06/30/2013			06/30/2014			06/30/2013
INTEREST INCOME:
Interest-bearing deposits	$	37	$	113	$	43		$	88		$	80		$	201
Securities purchased under agreements to resell		14		527	28			252			42			779
Federal funds sold		249		421	233			283			482			704
Trading securities		13,036		14,371	12,606			13,827			25,642			28,198
Held-to-maturity securities		12,311		15,402	12,081			14,412			24,392			29,814
Advances		28,788		32,249	29,201			30,798			57,989			63,047
Prepayment fees on terminated advances		275		1,163	549			2,079			824			3,242
Mortgage loans held for portfolio		50,761		48,102	50,841			48,273			101,602			96,375
Other		390		426	385			417			775			843
Total interest income		105,861		112,774	105,967			110,429			211,828			223,203

INTEREST EXPENSE:
Deposits		238		313	200			276			438			589
Consolidated obligations:
Discount notes		1,844		2,437	1,718			2,268			3,562			4,705
Bonds		49,240		57,898	47,696			55,820			96,936			113,718
Mandatorily redeemable capital stock (Note 12)		4		6	12			7			16			13
Other		41		36	42			40			83			76
Total interest expense		51,367		60,690	49,668			58,411			101,035			119,101

NET INTEREST INCOME		54,494		52,084	56,299			52,018			110,793			104,102
Provision for credit losses on mortgage loans (Note 6)		295		1,947
Provision (reversal) for credit losses on mortgage loans (Note 6)					(2,109		)	(416		)	(1,814		)	1,531
NET INTEREST INCOME AFTER MORTGAGE LOAN LOSS PROVISION		54,199		50,137	58,408			52,434			112,607			102,571

OTHER INCOME (LOSS):
Total other-than-temporary impairment losses on held-to-maturity securities		-		(14)	—			—			—			(14		)
Net amount of impairment losses on held-to-maturity securities reclassified to/(from) accumulated other comprehensive income (loss)		(361)		(65)	(62		)	(73		)	(423		)	(138		)
Net other-than-temporary impairment losses on held-to-maturity securities (Note 3)		(361)		(79)	(62		)	(73		)	(423		)	(152		)
Net gain (loss) on trading securities (Note 3)		(5,334)		(9,696)	(5,678		)	(21,223		)	(11,012		)	(30,919		)
Net gain (loss) on derivatives and hedging activities (Note 7)		(13,979)		(3,058)	(10,354		)	11,525			(24,333		)	8,467
Standby bond purchase agreement commitment fees		1,556		1,168	1,561			1,198			3,117			2,366
Letters of credit fees		785		785	807			777			1,592			1,562
Other		660		406	573			522			1,233			928
Total other income (loss)		(16,673)		(10,474)	(13,153		)	(7,274		)	(29,826		)	(17,748		)

OTHER EXPENSES:
Compensation and benefits		7,141		6,520
Other operating		3,479		3,391
Federal Housing Finance Agency		727		736
Office of Finance		539		654
Other		898		974
Total other expenses		12,784		12,275

INCOME BEFORE ASSESSMENTS		24,742		27,388

Affordable Housing Program (Note 10)		2,475		2,740

NET INCOME	$	22,267	$	24,648

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

~~Table of Contents~~

FEDERAL HOME LOAN BANK OF TOPEKA

STATEMENTS OF COMPREHENSIVE INCOME - Unaudited

(In thousands)

Three-month Period Ended
March 31,

2014
2013
Net income
$
22,267

$
24,648

Other comprehensive income:

Net non-credit portion of other-than-temporary impairment losses on held-to-maturity securities:

Non-credit portion

-

(14)

Reclassification of non-credit portion included in net income

361

79

Accretion of non-credit portion

805

1,416

Total net non-credit portion of other-than-temporary impairment losses on held-to-maturity securities

1,166

1,481

Defined benefit pension plan:

Amortization of net loss

45

101

Total other comprehensive income

1,211

1,582

TOTAL COMPREHENSIVE INCOME
$
23,478

$
26,230

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

~~Table of Contents~~

FEDERAL HOME LOAN BANK OF TOPEKA

STATEMENTS OF CAPITAL - Unaudited

(In thousands)

Accumulated

Capital Stock1

Other

Class A
Class B
Total
Retained Earnings
Comprehensive
Total

Shares
Par Value
Shares
Par Value
Shares
Par Value
Unrestricted
Restricted
Total
Income (Loss)
Capital
BALANCE - DECEMBER 31, 2012

4,053

$
405,304

8,592

$
859,152

12,645

$
1,264,456

$
453,346

$
27,936

$
481,282

$
(25,257)

$
1,720,481

Proceeds from issuance of capital stock

-

-

1,584

158,432

1,584

158,432

158,432

Repurchase/redemption of capital stock

(456)

(45,556)

(23)

(2,299)

(479)

(47,855)

(47,855)

Comprehensive income

19,719

4,929

24,648

1,582

26,230

Net reclassification of shares to mandatorily redeemable capital stock

(86)

(8,635)

(296)

(29,632)

(382)

(38,267)

(38,267)

Net transfer of shares between Class A and Class B

807

80,684

(807)

(80,684)

-

-

-

Dividends on capital stock (Class A - 0.3%, Class B - 3.5%):

Cash payment

(68)

(68)

(68)

Stock issued

77

7,690

77

7,690

(7,690)

(7,690)

-

BALANCE MARCH 31, 2013

4,318

$
431,797

9,127

$
912,659

13,445

$
1,344,456

$
465,307

$
32,865

$
498,172

$
(23,675)

$
1,818,953

Accumulated

Capital Stock1

Other

Class A
Class B
Total
Retained Earnings
Comprehensive
Total

Shares
Par Value
Shares
Par Value
Shares
Par Value
Unrestricted
Restricted
Total
Income (Loss)
Capital
BALANCE - DECEMBER 31, 2013

4,300

$
430,063

8,222

$
822,186

12,522

$
1,252,249

$
515,589

$
51,743

$
567,332

$
(18,361)

$
1,801,220

Proceeds from issuance of capital stock

2

237

609

60,868

611

61,105

61,105

Repurchase/redemption of capital stock

(817)

(81,746)

(24)

(2,353)

(841)

(84,099)

(84,099)

Comprehensive income

17,813

4,454

22,267

1,211

23,478

Net reclassification of shares to mandatorily redeemable capital stock

(44)

(4,412)

(671)

(67,129)

(715)

(71,541)

(71,541)

Net transfer of shares between Class A and Class B

665

66,447

(665)

(66,447)

-

-

-

Dividends on capital stock (Class A - 0.3%, Class B - 4.0%):

Cash payment

(79)

(79)

(79)

Stock issued

81

8,095

81

8,095

(8,095)

(8,095)

-

BALANCE MARCH 31, 2014

4,106

$
410,589

7,552

$
755,220

11,658

$
1,165,809

$
525,228

$
56,197

$
581,425

$
(17,150)

$
1,730,084



FEDERAL HOME LOAN BANK OF TOPEKA
STATEMENTS OF INCOME - Unaudited
(In thousands)
	Three Months Ended				Six Months Ended
	06/30/2014		06/30/2013		06/30/2014		06/30/2013
OTHER EXPENSES:
Compensation and benefits	$	7,053	$	6,809	$	14,194	$	13,329
Other operating	3,419		3,451		6,898		6,842
Federal Housing Finance Agency	563		481		1,290		1,217
Office of Finance	582		568		1,121		1,222
Other	1,881		1,814		2,779		2,788
Total other expenses	13,498		13,123		26,282		25,398

INCOME BEFORE ASSESSMENTS	31,757		32,037		56,499		59,425

Affordable Housing Program (Note 10)	3,177		3,204		5,652		5,944

NET INCOME	$	28,580	$	28,833	$	50,847	$	53,481

1~~Putable~~

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

~~Table of Contents~~

FEDERAL HOME LOAN BANK OF TOPEKA

STATEMENTS OF CASH FLOWS - Unaudited

(In thousands)

Three-month Period Ended March 31,

2014
2013
CASH FLOWS FROM OPERATING ACTIVITIES:

Net income
$
22,267

$
24,648

Adjustments to reconcile income (loss) to net cash provided by (used in) operating activities:

Depreciation and amortization:

Premiums and discounts on consolidated obligations, net

(6,332)

(11,493)

Concessions on consolidated obligations

1,627

1,795

Premiums and discounts on investments, net

(195)

(323)

Premiums, discounts and commitment fees on advances, net

(3,507)

(4,146)

Premiums, discounts and deferred loan costs on mortgage loans, net

3,219

6,445

Fair value adjustments on hedged assets or liabilities

3,296

3,475

Premises, software and equipment

466

516

Other

45

101

Provision for credit losses on mortgage loans

295

1,947

Non-cash interest on mandatorily redeemable capital stock

4

5

Net other-than-temporary impairment losses on held-to-maturity securities

361

79

Other (gains) losses

(2)

33

Net (gain) loss on trading securities

5,334

9,696

(Gain) loss due to change in net fair value adjustment on derivative and hedging activities

42,100

8,118

(Increase) decrease in accrued interest receivable

10,146

11,181

Change in net accrued interest included in derivative assets

(1,745)

(14,962)

(Increase) decrease in other assets

1,087

1,033

Increase (decrease) in accrued interest payable

8,882

4,819

Change in net accrued interest included in derivative liabilities

(13,926)

(4,286)

Increase (decrease) in Affordable Housing Program liability

1,202

1,346

Increase (decrease) in other liabilities

(4,493)

(3,833)

Total adjustments

47,864

11,546

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

70,131

36,194

CASH FLOWS FROM INVESTING ACTIVITIES:

Net (increase) decrease in interest-bearing deposits

39,290

45,206

Net (increase) decrease in securities purchased under resale agreements

(1,000,000)

1,300,308

Net (increase) decrease in Federal funds sold

(640,000)

(200,000)

Net (increase) decrease in short-term trading securities

60,017

(414,838)

Proceeds from maturities of and principal repayments on long-term trading securities

528,725

179,506

Purchases of long-term trading securities

-

(368,455)

Proceeds from maturities of and principal repayments on long-term held-to-maturity securities

226,484

404,885

Purchases of long-term held-to-maturity securities

-

(360,713)

Principal collected on advances

11,157,299

12,034,399

Advances made

(9,863,570)

(13,082,626)

Principal collected on mortgage loans

158,825

404,166

Purchase or origination of mortgage loans

(198,858)

(398,701)

Proceeds from sale of foreclosed assets

929

444

Principal collected on other loans made

515

481

Purchases of premises, software and equipment

(396)

(541)

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES

469,260

(456,479)



FEDERAL HOME LOAN BANK OF TOPEKA
STATEMENTS OF COMPREHENSIVE INCOME - Unaudited
(In thousands)
	Three Months Ended				Six Months Ended
	06/30/2014		06/30/2013		06/30/2014		06/30/2013
Net income	$	28,580	$	28,833	$	50,847	$	53,481

Other comprehensive income:
Net non-credit portion of other-than-temporary impairment losses on held-to-maturity securities:
Non-credit portion	—		—		—		(14		)
Reclassification of non-credit portion included in net income	62		73		423		152
Accretion of non-credit portion	927		1,313		1,732		2,729
Total net non-credit portion of other-than-temporary impairment losses on held-to-maturity securities	989		1,386		2,155		2,867

Defined benefit pension plan:
Amortization of net loss	44		100		89		201
Total defined benefit pension plan	44		100		89		201

Total other comprehensive income	1,033		1,486		2,244		3,068

TOTAL COMPREHENSIVE INCOME	$	29,613	$	30,319	$	53,091	$	56,549

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



~~FEDERAL HOME LOAN BANK OF TOPEKA~~

~~Table of Contents~~

STATEMENTS OF CASH FLOWS - Unaudited (continued)

(In thousands)

Three-month Period Ended March 31,

2014
2013
CASH FLOWS FROM FINANCING ACTIVITIES:

Net increase (decrease) in deposits
$
61,802

$
182,067

Net proceeds from issuance of consolidated obligations:

Discount notes

10,692,650

21,019,755

Bonds

2,448,995

1,814,371

Payments for maturing and retired consolidated obligations:

Discount notes

(12,224,918)

(20,484,245)

Bonds

(2,764,000)

(2,437,000)

Proceeds from financing derivatives

-

44

Net interest payments received (paid) for financing derivatives

(35,541)

(22,613)

Proceeds from issuance of capital stock

61,105

158,432

Payments for repurchase/redemption of capital stock

(84,099)

(47,855)

Payments for repurchase of mandatorily redeemable capital stock

(71,668)

(38,958)

Cash dividends paid

(79)

(68)

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES

(1,915,753)

143,930

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

(1,376,362)

(276,355)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

1,713,940

369,997

CASH AND CASH EQUIVALENTS AT END OF PERIOD
$
337,578

$
93,642

Supplemental disclosures:

Interest paid
$
82,755

$
64,833

Affordable Housing Program payments
$
1,360

$
1,440

Net transfers of mortgage loans to real estate owned
$
1,722

$
1,289

FEDERAL HOME LOAN BANK OF TOPEKA
STATEMENTS OF CAPITAL - Unaudited
(In thousands)
Accumulated

Capital Stock¹
Other
Class A Class B Total Retained Earnings Comprehensive Total
Shares Par Value Shares Par Value Shares Par Value Unrestricted Restricted Total Income (Loss) Capital
Balance at December 31, 2012 4,053
$ 405,304
8,592
$ 859,152
12,645
$ 1,264,456
$ 453,346
$ 27,936
$ 481,282
$ (25,257 ) $ 1,720,481
Proceeds from issuance of capital stock 6
593
2,802
280,257
2,808
280,850
280,850
Repurchase/redemption of capital stock (455 ) (45,556 ) (39 ) (3,870 ) (494 ) (49,426 ) (49,426 )
Comprehensive income 42,785
10,696
53,481
3,068
56,549
Net reclassification of shares to mandatorily redeemable capital stock (127 ) (12,704 ) (950 ) (94,991 ) (1,077 ) (107,695 ) (107,695 )
Net transfer of shares between Class A and Class B 749
74,927
(749 ) (74,927 ) —
—
—
Dividends on capital stock (Class A - 0.3%, Class B - 3.5%):
Cash payment (141 ) (141 ) (141 )
Stock issued 163
16,316
163
16,316
(16,316 ) (16,316 ) —
Balance at June 30, 2013 4,226
$ 422,564
9,819
$ 981,937
14,045
$ 1,404,501
$ 479,674
$ 38,632
$ 518,306
$ (22,189 ) $ 1,900,618

Accumulated

Capital Stock¹
Other
Class A Class B Total Retained Earnings Comprehensive Total
Shares Par Value Shares Par Value Shares Par Value Unrestricted Restricted Total Income (Loss) Capital
Balance at December 31, 2013 4,300
$ 430,063
8,222
$ 822,186
12,522
$ 1,252,249
$ 515,589
$ 51,743
$ 567,332
$ (18,361 ) $ 1,801,220
Proceeds from issuance of capital stock 10
1,018
2,649
264,880
2,659
265,898
265,898
Repurchase/redemption of capital stock (4,816 ) (481,630 ) (76 ) (7,647 ) (4,892 ) (489,277 ) (489,277 )
Comprehensive income

40,677
10,170
50,847
2,244
53,091
Net reclassification of shares to mandatorily redeemable capital stock (73 ) (7,313 ) (1,620 ) (161,995 ) (1,693 ) (169,308 ) (169,308 )
Net transfer of shares between Class A and Class B 2,124
212,332
(2,124 ) (212,332 ) —
—
—
Dividends on capital stock (Class A - 0.5%, Class B - 4.5%):

Cash payment

(150 ) (150 ) (150 )
Stock issued 180
18,030
180
18,030
(18,030 ) (18,030 ) —
Balance at June 30, 2014 1,545 $ 154,470
7,231 $ 723,122
8,776 $ 877,592
$ 538,086
$ 61,913
$ 599,999
$ (16,117 ) $ 1,461,474

¹Putable

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

~~Table~~



FEDERAL HOME LOAN BANK OF TOPEKA
STATEMENTS OF CASH FLOWS - Unaudited
(In thousands)
	Six Months Ended
	06/30/2014			06/30/2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	50,847		$	53,481
Adjustments to reconcile income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization:
Premiums and discounts on consolidated obligations, net	(9,612		)	(17,890		)
Concessions on consolidated obligations	2,701			3,477
Premiums and discounts on investments, net	(370		)	(426		)
Premiums, discounts and commitment fees on advances, net	(6,432		)	(7,755		)
Premiums, discounts and deferred loan costs on mortgage loans, net	6,840			12,002
Fair value adjustments on hedged assets or liabilities	6,296			7,622
Premises, software and equipment	932			990
Other	89			201
Provision (reversal) for credit losses on mortgage loans	(1,814		)	1,531
Non-cash interest on mandatorily redeemable capital stock	15			12
Net other-than-temporary impairment losses on held-to-maturity securities	423			152
Net realized (gain) loss on sale of premises and equipment	7			(5		)
Other (gains) losses	12			13
Net (gain) loss on trading securities	11,012			30,919
(Gain) loss due to change in net fair value adjustment on derivative and hedging activities	32,289			(8,541		)
(Increase) decrease in accrued interest receivable	3,412			4,804
Change in net accrued interest included in derivative assets	(1,636		)	839
(Increase) decrease in other assets	859			940
Increase (decrease) in accrued interest payable	(1,252		)	(7,727		)
Change in net accrued interest included in derivative liabilities	(1,053		)	627
Increase (decrease) in Affordable Housing Program liability	(327		)	1,303
Increase (decrease) in other liabilities	(2,283		)	(43		)
Total adjustments	40,108			23,045
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	90,955			76,526

The accompanying notes are an integral part of ~~Contents~~

these financial statements.



FEDERAL HOME LOAN BANK OF TOPEKA
STATEMENTS OF CASH FLOWS - Unaudited
(In thousands)
	Six Months Ended
	06/30/2014			06/30/2013
CASH FLOWS FROM INVESTING ACTIVITIES:
Net (increase) decrease in interest-bearing deposits	$	50,908		$	86,019
Net (increase) decrease in securities purchased under resale agreements	(1,000,000		)	1,535,853
Net (increase) decrease in Federal funds sold	(290,000		)	(580,000		)
Net (increase) decrease in short-term trading securities	260,000			(553,126		)
Proceeds from maturities of and principal repayments on long-term trading securities	837,473			235,075
Purchases of long-term trading securities	—			(393,424		)
Proceeds from maturities of and principal repayments on long-term held-to-maturity securities	454,388			812,994
Purchases of long-term held-to-maturity securities	(340,977		)	(923,935		)
Principal collected on advances	24,519,144			41,391,407
Advances made	(24,564,807		)	(43,770,224		)
Principal collected on mortgage loans	346,608			736,739
Purchase or origination of mortgage loans	(494,653		)	(776,717		)
Proceeds from sale of foreclosed assets	2,792			2,536
Principal collected on other loans made	1,039			971
Net (increase) decrease in loans to other FHLBanks	(120,000		)	—
Proceeds from sale of premises, software and equipment	1			10
Purchases of premises, software and equipment	(626		)	(3,173		)
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES	(338,710		)	(2,198,995		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in deposits	(183,721		)	(259,252		)
Net proceeds from issuance of consolidated obligations:
Discount notes	23,337,238			46,446,969
Bonds	4,664,791			3,729,408
Payments for maturing and retired consolidated obligations:
Discount notes	(22,763,589		)	(43,494,122		)
Bonds	(5,363,500		)	(4,714,000		)
Net increase (decrease) in securities sold under agreements to repurchase	—			19,950
Proceeds from financing derivatives	—			82
Net interest payments received (paid) for financing derivatives	(27,175		)	(28,022		)
Proceeds from issuance of capital stock	265,898			280,850
Payments for repurchase/redemption of capital stock	(489,277		)	(49,426		)
Payments for repurchase of mandatorily redeemable capital stock	(169,568		)	(107,962		)
Cash dividends paid	(150		)	(141		)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	(729,053		)	1,824,334
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(976,808		)	(298,135		)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	1,713,940			369,997
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	737,132		$	71,862

Supplemental disclosures:
Interest paid	$	105,166		$	125,394

Affordable Housing Program payments	$	6,145		$	4,751

Net transfers of mortgage loans to real estate owned	$	2,811		$	3,062

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

FEDERAL HOME LOAN BANK OF TOPEKA

Notes to Financial Statements- Unaudited

~~March 31,~~

June 30, 2014

NOTE 1 – BASIS OF PRESENTATION

Basis of Presentation: The accompanying interim financial statements of the ~~Federal Home Loan Bank of Topeka (FHLBank)~~FHLBank are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and with the instruction provided by Article 10, Rule 10-01 of Regulation S-X. The financial statements contain all adjustments which are, in the opinion of management, necessary for a fair statement of the FHLBank’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 FHLBank’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 FHLBank’s audited financial statements and notes thereto, which are included in the FHLBank’s annual report on Form 10-K filed with the Securities and Exchange Commission (SEC) on March 14, 2014 (annual report on Form 10-K). The notes to the interim financial statements highlight significant changes to the notes included in the annual report on Form 10-K.

Use of Estimates: The preparation of financial statements under GAAP requires management to make estimates and assumptions as of the date of the financial statements in determining the reported amounts of assets, liabilities and estimated fair values and in determining the disclosure of any contingent assets or liabilities. Estimates and assumptions by management also affect the reported amounts of income and expense during the reporting period. The most significant of these estimates include the fair value of trading securities, the fair value of derivatives, the determination of ~~other-than-temporary impairment (OTTI)~~OTTI on investments and the allowance for credit losses. Many of the estimates and assumptions, including those used in financial models, are based on financial market conditions as of the date of the financial statements. Because of the volatility of the financial markets, as well as other factors that affect management estimates, actual results may vary from these estimates.

Reclassifications: Certain amounts in the financial statements and related footnotes have been reclassified to conform to current period presentations. These reclassifications have no impact on total assets, net income, total comprehensive income, total capital or cash flows.

NOTE 2 – RECENTLY ISSUED ACCOUNTING STANDARDS AND INTERPRETATIONS AND CHANGES IN AND ADOPTIONS OF ACCOUNTING PRINCIPLES

Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures. In June 2014, the Financial Accounting Standards Board (FASB) issued guidance to change the accounting for repurchase-to-maturity transactions and linked repurchase financings to that of secured borrowings, which is consistent with the accounting for repurchase agreements. The amendments also require two new disclosures:(1) information about transfers accounted for as sales in transactions that are economically similar to repurchase agreements; (2) increased transparency about the types of collateral pledged for repurchase agreements and similar transactions accounted for as secured borrowings. The amendments are effective for the first interim or annual period beginning after December 15, 2014, which is January 1, 2015 for the FHLBank. The adoption of this amendment is not expected to a have a material impact on the FHLBank's financial condition, results of operations, or cash flows.

Revenue Recognition. In May 2014, the FASB issued guidance to introduce a new revenue recognition model in which an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance also requires disclosures sufficient to enable users to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers, including qualitative and quantitative disclosures about contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. This standard is effective for fiscal years beginning after December 15, 2016 (January 1, 2017 for the FHLBank), including interim periods within that reporting period. The FHLBank is currently evaluating the new guidance to determine the impact it will have, if any, on its financial condition, results of operations, or cash flows.

Receivables - Troubled Debt Restructurings by Creditors.In January 2014, the ~~Financial Accounting Standards Board (FASB)~~FASB issued amendments intended to clarify when a creditor should be considered to have received physical possession of the residential real estate property collateralizing a consumer mortgage loan. These amendments clarify that an in substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, when either: (a) the creditor

obtains legal title to the residential real estate property upon completion of a foreclosure; or (b) the borrower conveys all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. The amendments are effective for interim and annual periods beginning after December 15, 2014 (January 1, 2015 for the FHLBank). Early adoption is permitted. The guidance may be adopted using a modified retrospective transition method or a prospective transition method. The adoption of this amendment is not expected to a have a material impact on the FHLBank's financial condition, results of operations, or cash flows.

Joint and Several ~~Liability:~~Liability. In February 2013, the FASB issued 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 this guidance is fixed at the reporting date. This guidance 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. In addition, this guidance requires an entity to disclose the nature and amount of the obligation as well as other information about these obligations. This guidance was effective for interim and annual periods beginning on or after December 15, 2013 (January 1, 2014 for the FHLBank) and was applied retrospectively to obligations with joint and several liabilities existing at the beginning of the current fiscal year. The adoption of this guidance did not have a material effect on the FHLBank’s financial condition, results of operations, or cash flows.

~~Table of Contents~~

NOTE 3 – INVESTMENT SECURITIES

Major Security Types:Trading and held-to-maturity securities as of ~~March 31,~~June 30, 2014 are summarized in Table 3.1 (in thousands):

Table 3.1

03/31/2014

Trading
Held-to-maturity

Fair Value
Carrying Value
OTTI Recognized
in OCI
Amortized Cost
Gross Unrecognized
Gains
Gross Unrecognized
Losses
Fair Value
Non-mortgage-backed securities:

Commercial paper
$
49,998

$
-

$
-

$
-

$
-

$
-

$
-

Certificates of deposit

149,999

-

-

-

-

-

-

U.S. Treasury obligations

25,026

-

-

-

-

-

-

Government-sponsored enterprise obligations1,2

1,723,668

-

-

-

-

-

-

State or local housing agency obligations

-

62,237

-

62,237

25

8,206

54,056

Non-mortgage-backed securities

1,948,691

62,237

-

62,237

25

8,206

54,056

Mortgage-backed securities:

U.S. obligation residential3

1,060

66,459

-

66,459

130

75

66,514

Government-sponsored enterprise residential4

160,963

4,772,117

-

4,772,117

25,545

23,734

4,773,928

Private-label mortgage-backed securities:

Residential loans

-

296,128

14,696

310,824

2,656

13,605

299,875

Home equity loans

-

1,220

141

1,361

1,306

-

2,667

Mortgage-backed securities

162,023

5,135,924

14,837

5,150,761

29,637

37,414

5,142,984

TOTAL
$
2,110,714

$
5,198,161

$
14,837

$
5,212,998

$
29,662

$
45,620

$
5,197,040

1Represents debentures issued by other FHLBanks, Federal National Mortgage Association (Fannie Mae), Federal Home Loan Mortgage Corporation (Freddie Mac), Federal Farm Credit Bank (Farm Credit), and Federal Agricultural Mortgage Corporation (Farmer Mac). Government-sponsored enterprise (GSE) securities are not guaranteed by the U.S. government. Fannie Mae and Freddie Mac were placed into conservatorship by the Federal Housing Finance Agency (Finance Agency) on September 7, 2008 with the Finance Agency named as conservator.

2~~See Note 18 for transactions with other FHLBanks.~~

3~~Represents mortgage-backed securities (MBS) issued by Government National Mortgage Association (Ginnie Mae), which are guaranteed by the U.S. government.~~

4~~Represents single-family and multi-family MBS issued by Fannie Mae and Freddie Mac.~~



	06/30/2014
	Trading		Held-to-maturity
	Fair Value		Carrying Value		OTTI Recognized in OCI		Amortized Cost		Gross Unrecognized Gains		Gross Unrecognized Losses		Fair Value
Non-mortgage-backed securities:
U.S. Treasury obligations	$	25,031	$	—	$	—	$	—	$	—	$	—	$	—
Government-sponsored enterprise obligations^1,2	1,417,882		—		—		—		—		—		—
State or local housing agency obligations	—		131,601		—		131,601		17		7,949		123,669
Non-mortgage-backed securities	1,442,913		131,601		—		131,601		17		7,949		123,669
Mortgage-backed securities:
U.S. obligation residential³	1,014		63,498		—		63,498		88		19		63,567
Government-sponsored enterprise residential⁴	152,365		4,842,178		—		4,842,178		27,617		18,561		4,851,234
Private-label mortgage-backed securities:
Residential loans	—		273,781		13,759		287,540		2,609		12,428		277,721
Home equity loans	—		1,291		89		1,380		1,221		—		2,601
Mortgage-backed securities	153,379		5,180,748		13,848		5,194,596		31,535		31,008		5,195,123
TOTAL	$	1,596,292	$	5,312,349	$	13,848	$	5,326,197	$	31,552	$	38,957	$	5,318,792

Represents debentures issued by other FHLBanks, Federal National Mortgage Association (Fannie Mae), Federal Home Loan Mortgage Corporation (Freddie Mac), Federal Farm Credit Bank (Farm Credit), and Federal Agricultural Mortgage Corporation (Farmer Mac). GSE securities are not guaranteed by the U.S. government. Fannie Mae and Freddie Mac were placed into conservatorship by the Finance Agency on September 7, 2008 with the Finance Agency named as conservator.


²	See Note 17 for transactions with other FHLBanks.


³	Represents MBS issued by Government National Mortgage Association (Ginnie Mae), which are guaranteed by the U.S. government.


⁴	Represents single-family and multi-family MBS issued by Fannie Mae and Freddie Mac.

~~Table of Contents~~

Trading and held-to-maturity securities as of December 31, 2013 are summarized in Table 3.2 (in thousands):

Table 3.2

12/31/2013

Trading
Held-to-maturity

Fair Value
Carrying Value
OTTI Recognized
in OCI
Amortized Cost
Gross Unrecognized
Gains
Gross Unrecognized
Losses
Fair Value
Non-mortgage-backed securities:

Certificates of deposit
$
260,009

$
-

$
-

$
-

$
-

$
-

$
-

U.S. Treasury obligations

25,012

-

-

-

-

-

-

Government-sponsored enterprise obligations1,2

2,247,966

-

-

-

-

-

-

State or local housing agency obligations

-

63,472

-

63,472

19

8,619

54,872

Non-mortgage-backed securities

2,532,987

63,472

-

63,472

19

8,619

54,872

Mortgage-backed securities:

U.S obligation residential3

1,090

68,977

-

68,977

217

14

69,180

Government-sponsored enterprise residential4

170,700

4,974,649

-

4,974,649

21,744

27,108

4,969,285

Private-label mortgage-backed securities:

Residential loans

-

315,333

15,825

331,158

2,304

14,361

319,101

Home equity loans

-

1,228

178

1,406

1,361

-

2,767

Mortgage-backed securities

171,790

5,360,187

16,003

5,376,190

25,626

41,483

5,360,333

TOTAL
$
2,704,777

$
5,423,659

$
16,003

$
5,439,662

$
25,645

$
50,102

$
5,415,205

1Represents debentures issued by other FHLBanks, Fannie Mae, Freddie Mac, Farm Credit, and Farmer Mac. GSE securities are not guaranteed by the U.S. government. Fannie Mae and Freddie Mac were placed into conservatorship by the Finance Agency on September 7, 2008 with the Finance Agency named as conservator.

2~~See Note 18 for transactions with other FHLBanks.~~

3~~Represents MBS issued by Ginnie Mae, which are guaranteed by the U.S. government.~~

4~~Represents single-family and multi-family MBS issued by Fannie Mae and Freddie Mac.~~



	12/31/2013
	Trading		Held-to-maturity
	Fair Value		Carrying Value		OTTI Recognized in OCI		Amortized Cost		Gross Unrecognized Gains		Gross Unrecognized Losses		Fair Value
Non-mortgage-backed securities:
Certificates of deposit	$	260,009	$	—	$	—	$	—	$	—	$	—	$	—
U.S. Treasury obligations	25,012		—		—		—		—		—		—
Government-sponsored enterprise obligations^1,2	2,247,966		—		—		—		—		—		—
State or local housing agency obligations	—		63,472		—		63,472		19		8,619		54,872
Non-mortgage-backed securities	2,532,987		63,472		—		63,472		19		8,619		54,872
Mortgage-backed securities:
U.S obligation residential³	1,090		68,977		—		68,977		217		14		69,180
Government-sponsored enterprise residential⁴	170,700		4,974,649		—		4,974,649		21,744		27,108		4,969,285
Private-label mortgage-backed securities:
Residential loans	—		315,333		15,825		331,158		2,304		14,361		319,101
Home equity loans	—		1,228		178		1,406		1,361		—		2,767
Mortgage-backed securities	171,790		5,360,187		16,003		5,376,190		25,626		41,483		5,360,333
TOTAL	$	2,704,777	$	5,423,659	$	16,003	$	5,439,662	$	25,645	$	50,102	$	5,415,205


¹	Represents debentures issued by other FHLBanks, Fannie Mae, Freddie Mac, Farm Credit, and Farmer Mac. GSE securities are not guaranteed by the U.S. government. Fannie Mae and Freddie Mac were placed into conservatorship by the Finance Agency on September 7, 2008 with the Finance Agency named as conservator.


²	See Note 17 for transactions with other FHLBanks.


³	Represents MBS issued by Ginnie Mae, which are guaranteed by the U.S. government.


⁴	Represents single-family and multi-family MBS issued by Fannie Mae and Freddie Mac.

~~Table of Contents~~

Table 3.3 summarizes (in thousands) the held-to-maturity securities with unrecognized losses as of ~~March 31,~~June 30, 2014. The unrecognized losses are aggregated by major security type and length of time that individual securities have been in a continuous unrecognized loss position.

Table 3.3

03/31/2014

Less Than 12 Months
12 Months or More
Total

Fair
Value
Unrecognized
Losses
Fair
Value
Unrecognized
Losses
Fair
Value
Unrecognized
Losses
Non-mortgage-backed securities:

State or local housing agency obligations
$
6,872

$
155

$
37,824

$
8,051

$
44,696

$
8,206

Non-mortgage-backed securities

6,872

155

37,824

8,051

44,696

8,206

Mortgage-backed securities:

U.S. obligation residential1

60,707

75

-

-

60,707

75

Government-sponsored enterprise residential2

2,108,223

14,064

538,577

9,670

2,646,800

23,734

Private-label mortgage-backed securities:

Residential loans

15,945

20

166,143

13,585

182,088

13,605

Mortgage-backed securities

2,184,875

14,159

704,720

23,255

2,889,595

37,414

TOTAL TEMPORARILY IMPAIRED SECURITIES
$
2,191,747

$
14,314

$
742,544

$
31,306

$
2,934,291

$
45,620

~~__________~~



	06/30/2014
	Less Than 12 Months				12 Months or More				Total
	Fair Value		Unrecognized Losses		Fair Value		Unrecognized Losses		Fair Value		Unrecognized Losses
Non-mortgage-backed securities:
State or local housing agency obligations	$	—	$	—	$	44,103	$	7,949	$	44,103	$	7,949
Non-mortgage-backed securities	—		—		44,103		7,949		44,103		7,949
Mortgage-backed securities:
U.S. obligation residential¹	58,494		19		—		—		58,494		19
Government-sponsored enterprise residential²	641,675		2,269		1,090,720		16,292		1,732,395		18,561
Private-label mortgage-backed securities:
Residential loans	13,727		57		157,500		12,371		171,227		12,428
Mortgage-backed securities	713,896		2,345		1,248,220		28,663		1,962,116		31,008
TOTAL TEMPORARILY IMPAIRED SECURITIES	$	713,896	$	2,345	$	1,292,323	$	36,612	$	2,006,219	$	38,957


¹	Represents MBS issued by Ginnie Mae, which are guaranteed by the U.S. government.


²	Represents single-family and multi-family MBS issued by Fannie Mae and Freddie Mac.

1~~Represents MBS issued by Ginnie Mae, which are guaranteed by the U.S. government.~~

2~~Represents single-family and multi-family MBS issued by Fannie Mae and Freddie Mac.~~

Table 3.4 summarizes (in thousands) the held-to-maturity securities with unrecognized losses as of December 31, 2013. The unrecognized losses are aggregated by major security type and length of time that individual securities have been in a continuous unrecognized loss position.

Table 3.4

12/31/2013

Less Than 12 Months
12 Months or More
Total

Fair
Value
Unrecognized
Losses
Fair
Value
Unrecognized
Losses
Fair
Value
Unrecognized
Losses
Non-mortgage-backed securities:

State or local housing agency obligations
$
6,660

$
367

$
38,743

$
8,252

$
45,403

$
8,619

Non-mortgage-backed securities

6,660

367

38,743

8,252

45,403

8,619

Mortgage-backed securities:

U.S obligation residential1

25,814

14

-

-

25,814

14

Government-sponsored enterprise residential2

2,099,923

16,699

384,530

10,409

2,484,453

27,108

Private-label mortgage-backed securities:

Residential loans

21,053

109

175,474

14,252

196,527

14,361

Mortgage-backed securities

2,146,790

16,822

560,004

24,661

2,706,794

41,483

TOTAL TEMPORARILY IMPAIRED SECURITIES
$
2,153,450

$
17,189

$
598,747

$
32,913

$
2,752,197

$
50,102

~~__________~~

1~~Represents MBS issued by Ginnie Mae, which are guaranteed by the U.S. government.~~

2~~Represents single-family and multi-family MBS issued by Fannie Mae and Freddie Mac.~~



	12/31/2013
	Less Than 12 Months				12 Months or More				Total
	Fair Value		Unrecognized Losses		Fair Value		Unrecognized Losses		Fair Value		Unrecognized Losses
Non-mortgage-backed securities:
State or local housing agency obligations	$	6,660	$	367	$	38,743	$	8,252	$	45,403	$	8,619
Non-mortgage-backed securities	6,660		367		38,743		8,252		45,403		8,619
Mortgage-backed securities:
U.S obligation residential¹	25,814		14		—		—		25,814		14
Government-sponsored enterprise residential²	2,099,923		16,699		384,530		10,409		2,484,453		27,108
Private-label mortgage-backed securities:
Residential loans	21,053		109		175,474		14,252		196,527		14,361
Mortgage-backed securities	2,146,790		16,822		560,004		24,661		2,706,794		41,483
TOTAL TEMPORARILY IMPAIRED SECURITIES	$	2,153,450	$	17,189	$	598,747	$	32,913	$	2,752,197	$	50,102


¹	Represents MBS issued by Ginnie Mae, which are guaranteed by the U.S. government.


²	Represents single-family and multi-family MBS issued by Fannie Mae and Freddie Mac.

~~Table of Contents~~

Redemption Terms: The amortized cost, carrying value and fair values of held-to-maturity securities by contractual maturity as of ~~March 31,~~June 30, 2014 and December 31, 2013 are shown in Table 3.5 (in thousands). Expected maturities of certain securities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment fees.

Table 3.5

03/31/2014
12/31/2013

Amortized Cost
Carrying Value
Fair Value
Amortized Cost
Carrying Value
Fair Value
Non-mortgage-backed securities:

Due in one year or less
$
-

$
-

$
-

$
-

$
-

$
-

Due after one year through five years

-

-

-

-

-

-

Due after five years through 10 years

20,005

20,005

18,458

21,240

21,240

19,582

Due after 10 years

42,232

42,232

35,598

42,232

42,232

35,290

Non-mortgage-backed securities

62,237

62,237

54,056

63,472

63,472

54,872

Mortgage-backed securities

5,150,761

5,135,924

5,142,984

5,376,190

5,360,187

5,360,333

TOTAL
$
5,212,998

$
5,198,161

$
5,197,040

$
5,439,662

$
5,423,659

$
5,415,205



	06/30/2014						12/31/2013
	Amortized Cost		Carrying Value		Fair Value		Amortized Cost		Carrying Value		Fair Value
Non-mortgage-backed securities:
Due in one year or less	$	—	$	—	$	—	$	—	$	—	$	—
Due after one year through five years	—		—		—		—		—		—
Due after five years through 10 years	19,885		19,885		18,437		21,240		21,240		19,582
Due after 10 years	111,716		111,716		105,232		42,232		42,232		35,290
Non-mortgage-backed securities	131,601		131,601		123,669		63,472		63,472		54,872
Mortgage-backed securities	5,194,596		5,180,748		5,195,123		5,376,190		5,360,187		5,360,333
TOTAL	$	5,326,197	$	5,312,349	$	5,318,792	$	5,439,662	$	5,423,659	$	5,415,205

Interest Rate Payment Terms: Table 3.6 details interest rate payment terms for the amortized cost of held-to-maturity securities as of ~~March 31,~~June 30, 2014 and December 31, 2013 (in thousands):

Table 3.6

03/31/2014
12/31/2013
Non-mortgage-backed securities:

Fixed rate
$
12,232

$
12,232

Variable rate

50,005

51,240

Non-mortgage-backed securities

62,237

63,472

Mortgage-backed securities:

Pass-through securities:

Fixed rate

62

78

Variable rate

1,270,057

1,298,146

Collateralized mortgage obligations:

Fixed rate

515,473

541,126

Variable rate

3,365,169

3,536,840

Mortgage-backed securities

5,150,761

5,376,190

TOTAL
$
5,212,998

$
5,439,662



	06/30/2014		12/31/2013
Non-mortgage-backed securities:
Fixed rate	$	10,751	$	12,232
Variable rate	120,850		51,240
Non-mortgage-backed securities	131,601		63,472
Mortgage-backed securities:
Pass-through securities:
Fixed rate	45		78
Variable rate	1,247,806		1,298,146
Collateralized mortgage obligations:
Fixed rate	484,587		541,126
Variable rate	3,462,158		3,536,840
Mortgage-backed securities	5,194,596		5,376,190
TOTAL	$	5,326,197	$	5,439,662

Gains and Losses:Net gains (losses) on trading securities during the ~~three-month periods~~three and six months ended ~~March 31,~~June 30, 2014 and 2013 are shown in Table 3.7 (in thousands):

Table 3.7

Three-month Period Ended

03/31/2014
03/31/2013
Net gains (losses) on trading securities held as of March 31, 2014
$
(5,104)

$
(8,328)

Net gains (losses) on trading securities sold or matured prior to March 31, 2014

(230)

(1,368)

NET GAIN (LOSS) ON TRADING SECURITIES
$
(5,334)

$
(9,696)



	Three Months Ended						Six Months Ended
	06/30/2014			06/30/2013			06/30/2014			06/30/2013
Net gains (losses) on trading securities held as of June 30, 2014	$	(5,552	)	$	(20,071	)	$	(10,462	)	$	(28,499	)
Net gains (losses) on trading securities sold or matured prior to June 30, 2014	(126		)	(1,152		)	(550		)	(2,420		)
NET GAIN (LOSS) ON TRADING SECURITIES	$	(5,678	)	$	(21,223	)	$	(11,012	)	$	(30,919	)

Other-than-temporary Impairment: For those securities for which an OTTI was determined to have occurred as of ~~March 31,~~June 30, 2014 (that is, securities for which the FHLBank determined that it was more likely than not that the amortized cost basis would not be recovered), Table 3.8 presents a summary of the significant inputs used to measure the amount of credit loss recognized in earnings during this period as well as related current credit enhancement. Credit enhancement is defined as the percentage of subordinated tranches and over-collateralization, if any, in a security structure that will generally absorb losses before the FHLBank will experience a loss on the

~~Table of Contents~~

security. The calculated averages represent the dollar-weighted averages of all the private-label MBS/~~ABS~~asset-backed securities (ABS) investments in each category shown. Private-label MBS/ABS are classified as prime, Alt-A and subprime based on the originator’s classification at the time of origination or based on classification by a Nationally Recognized Statistical Rating Organization (NRSRO) upon issuance of the MBS/ABS.

Table 3.8

Private-label residential MBS

Significant Inputs

Year of Securitization
Prepayment Rates
Default Rates
Loss Severities
Current Credit Enhancements
Prime:

2004 and prior

12.7
%

7.8
%

4.6
%

3.8
%
2006

10.0

10.7

36.9

0.1

Total Prime

11.1

9.5

23.3

1.7

Alt-A:

2005

10.2

11.7

40.3

1.3

Total Alt-A

10.2

11.7

40.3

1.3

TOTAL

10.4
%

11.3
%

36.7
%

1.4
%

Home Equity Loan ABS

Significant Inputs

Year of Securitization
Prepayment Rates
Default Rates
Loss Severities
Current Credit Enhancements
Subprime:

2004 and prior

5.5
%

8.5
%

84.6
%

13.7
%



Private-label residential MBS
Year of Securitization	Significant Inputs						Current Credit Enhancements
	Prepayment Rates		Default Rates		Loss Severities
Prime:
2004 and prior	12.0	%	6.9	%	6.0	%	5.1	%
Alt-A:
2005	12.3		10.2		36.1		3.0
TOTAL	12.2	%	9.0	%	25.4	%	3.8	%

Home Equity Loan ABS
Year of Securitization	Significant Inputs						Current Credit Enhancements
	Prepayment Rates		Default Rates		Loss Severities
Subprime:
2004 and prior	4.7	%	6.9	%	94.9	%	6.6	%

For the 27 outstanding private-label securities with OTTI during the lives of the securities, the FHLBank’s reported balances as of ~~March 31,~~June 30, 2014 are presented in Table 3.9 (in thousands):

Table 3.9

03/31/2014

Unpaid Principal Balance
Amortized Cost
Carrying Value
Fair Value
Private-label residential MBS:

Prime
$
16,398

$
15,427

$
14,155

$
15,468

Alt-A

68,104

61,864

48,440

57,282

Total private-label residential MBS

84,502

77,291

62,595

72,750

Home equity loans:

Subprime

3,177

1,361

1,220

2,667

TOTAL
$
87,679

$
78,652

$
63,815

$
75,417



	06/30/2014
	Unpaid Principal Balance		Amortized Cost		Carrying Value		Fair Value
Private-label residential MBS:
Prime	$	14,994	$	14,064	$	12,885	$	14,119
Alt-A	64,341		58,380		45,800		54,274
Total private-label residential MBS	79,335		72,444		58,685		68,393
Home equity loans:
Subprime	3,069		1,380		1,291		2,601
TOTAL	$	82,404	$	73,824	$	59,976	$	70,994

~~Table of Contents~~

Table 3.10 presents a roll-forward of OTTI activity for the ~~three-month periods~~three and six months ended ~~March 31,~~June 30, 2014 and 2013 related to credit losses recognized in earnings (in thousands):

Table 3.10

Three-month Period Ended

03/31/2014
03/31/2013
Balance, beginning of period
$
9,917

$
11,291

Additional charge on securities for which OTTI was previously recognized1

361

79

Amortization of credit component of OTTI2

(383)

(420)

Balance, end of period
$
9,895

$
10,950

1~~For the three-month periods ended March 31, 2014 and 2013, securities previously impaired represent all securities that were impaired prior to January 1, 2014 and 2013, respectively.~~

2The FHLBank amortizes the credit component based on estimated cash flows prospectively up to the amount of expected principal to be recovered. The discounted cash flows will move from the discounted loss value to the ultimate principal to be written off at the projected date of loss. If the expected cash flows improve, the amount of expected loss decreases which causes a corresponding decrease in the calculated amortization. Based on the level of improvement in the cash flows, the amortization could become a positive adjustment to income.



	Three Months Ended						Six Months Ended
	06/30/2014			06/30/2013			06/30/2014			06/30/2013
Balance, beginning of period	$	9,895		$	10,950		$	9,917		$	11,291
Additional charge on securities for which OTTI was previously recognized¹	62			73			423			152
Amortization of credit component of OTTI²	(397		)	(325		)	(780		)	(745		)
Balance, end of period	$	9,560		$	10,698		$	9,560		$	10,698


¹	For the three months ended June 30, 2014 and 2013, securities previously impaired represent all securities that were impaired prior to April 1, 2014 and 2013, respectively. For the six months ended June 30, 2014 and 2013, securities previously impaired represent all securities that were impaired prior to January 1, 2014 and 2013, respectively.

The FHLBank amortizes the credit component based on estimated cash flows prospectively up to the amount of expected principal to be recovered. The discounted cash flows will move from the discounted loss value to the ultimate principal to be written off at the projected date of loss. If the expected cash flows improve, the amount of expected loss decreases which causes a corresponding decrease in the calculated amortization. Based on the level of improvement in the cash flows, the amortization could become a positive adjustment to income.

As of ~~March 31,~~June 30, 2014, the fair value of a portion of the FHLBank’s held-to-maturity MBS portfolio was below the amortized cost of the securities due to interest rate volatility, illiquidity in the marketplace and credit deterioration in the U.S. mortgage markets that began in early 2008. However, the decline in fair value of these securities is considered temporary as the FHLBank expects to recover the entire amortized cost basis on the remaining held-to-maturity securities in unrecognized loss positions and neither intends to sell these securities nor is it more likely than not that the FHLBank will be required to sell these securities before its anticipated recovery of the remaining amortized cost basis. For state and local housing agency obligations, the FHLBank ~~has~~ determined that all of the gross unrealized losses on these bonds ~~are~~were temporary because the strength of the underlying collateral and credit enhancements was sufficient to protect the FHLBank from losses based on current expectations.

NOTE 4 – ADVANCES

General Terms: The FHLBank offers a wide range of fixed and variable rate advance products with different maturities, interest rates, payment characteristics and optionality. As of ~~March 31,~~June 30, 2014 and December 31, 2013, the FHLBank had advances outstanding at interest rates ranging from ~~0.12~~0.13 percent to 8.01 percent and 0.11 percent to 8.01 percent, respectively. Table 4.1 presents advances summarized by year of contractual maturity as of ~~March 31,~~June 30, 2014 and December 31, 2013 (in thousands):

Table 4.1

03/31/2014
12/31/2013
Year of Contractual Maturity
Amount
Weighted Average Interest Rate
Amount
Weighted Average Interest Rate
Due in one year or less
$
4,594,448

0.83
%
$
5,431,364

0.77
%
Due after one year through two years

1,648,749

2.04

1,643,200

1.77

Due after two years through three years

1,565,945

1.68

1,650,222

1.98

Due after three years through four years

2,406,695

2.76

2,353,661

2.59

Due after four years through five years

1,183,844

1.81

1,302,199

2.42

Thereafter

4,500,210

1.25

4,812,973

1.09

Total par value

15,899,891

1.52
%

17,193,619

1.45
%
Discounts

(33,290)

(36,782)

Hedging adjustments1

246,324

268,650

TOTAL
$
16,112,925

$
17,425,487

1	See Note 7 for a discussion of: (1) the FHLBank’s objectives for using derivatives; (2) the types of assets and liabilities hedged; and (3) the accounting for derivatives and the related assets and liabilities hedged.



	06/30/2014					12/31/2013
Year of Contractual Maturity	Amount			Weighted Average Interest Rate		Amount			Weighted Average Interest Rate
Due in one year or less	$	6,381,121		0.70	%	$	5,431,364		0.77	%
Due after one year through two years	1,458,444			2.18		1,643,200			1.77
Due after two years through three years	1,856,733			1.95		1,650,222			1.98
Due after three years through four years	2,222,875			2.60		2,353,661			2.59
Due after four years through five years	1,010,863			1.59		1,302,199			2.42
Thereafter	4,309,716			1.35		4,812,973			1.09
Total par value	17,239,752			1.42	%	17,193,619			1.45	%
Discounts	(30,850		)			(36,782		)
Hedging adjustments	240,614					268,650
TOTAL	$	17,449,516				$	17,425,487

~~Table of Contents~~

The FHLBank’s advances outstanding include advances that contain call options that may be exercised with or without prepayment fees at the borrower’s discretion on specific dates (call dates) before the stated advance maturities (callable advances). In exchange for receiving the right to call the advance on a predetermined call schedule, the borrower may pay a higher fixed rate for the advance relative to an equivalent maturity, non-callable, fixed rate advance. The borrower normally exercises its call options on these advances when interest rates decline (fixed rate advances) or spreads change (adjustable rate advances). The FHLBank’s advances as of ~~March 31,~~June 30, 2014 and December 31, 2013 include callable advances totaling ~~$4,683,181,000~~$4,535,070,000 and $5,056,133,000, respectively. Of these callable advances, there were ~~$4,560,069,000~~$4,407,796,000 and $4,932,869,000 of variable rate advances as of ~~March 31,~~June 30, 2014 and December 31, 2013, respectively.

Convertible advances allow the FHLBank to convert an advance from one interest payment term structure to another. When issuing convertible advances, the FHLBank may purchase put options from a member that allow the FHLBank to convert the fixed rate advance to a variable rate advance at the current market rate or another structure after an agreed-upon lockout period. A convertible advance carries a lower interest rate than a comparable-maturity fixed rate advance without the conversion feature. As of ~~March 31,~~June 30, 2014 and December 31, 2013, the FHLBank had convertible advances outstanding totaling ~~$1,680,742,000~~$1,677,742,000 and $1,685,242,000, respectively.

Table 4.2 presents advances summarized by contractual maturity or next call date (for callable advances) and by contractual maturity or next conversion date (for convertible advances) as of ~~March 31,~~June 30, 2014 and December 31, 2013 (in thousands):

Table 4.2

Year of Contractual Maturity
or Next Call Date
Year of Contractual Maturity
or Next Conversion Date
Redemption Term
03/31/2014
12/31/2013
03/31/2014
12/31/2013
Due in one year or less
$
9,062,645

$
10,172,524

$
6,194,190

$
7,038,106

Due after one year through two years

1,302,536

1,392,527

1,535,649

1,555,100

Due after two years through three years

1,057,091

1,175,623

1,393,645

1,528,722

Due after three years through four years

2,042,749

1,856,012

1,310,853

1,381,719

Due after four years through five years

731,733

1,062,253

1,080,844

979,999

Thereafter

1,703,137

1,534,680

4,384,710

4,709,973

TOTAL PAR VALUE
$
15,899,891

$
17,193,619

$
15,899,891

$
17,193,619



	Year of Contractual Maturity or Next Call Date				Year of Contractual Maturity or Next Conversion Date
Redemption Term	06/30/2014		12/31/2013		06/30/2014		12/31/2013
Due in one year or less	$	10,560,631	$	10,172,524	$	7,953,263	$	7,038,106
Due after one year through two years	1,173,361		1,392,527		1,340,944		1,555,100
Due after two years through three years	1,362,137		1,175,623		1,610,383		1,528,722
Due after three years through four years	1,793,770		1,856,012		1,203,083		1,381,719
Due after four years through five years	635,907		1,062,253		942,863		979,999
Thereafter	1,713,946		1,534,680		4,189,216		4,709,973
TOTAL PAR VALUE	$	17,239,752	$	17,193,619	$	17,239,752	$	17,193,619

Interest Rate Payment Terms: Table 4.3 details additional interest rate payment terms for advances as of ~~March 31,~~June 30, 2014 and December 31, 2013 (in thousands):

Table 4.3

03/31/2014
12/31/2013
Fixed rate:

Due in one year or less
$
1,772,737

$
1,733,559

Due after one year

6,776,810

6,923,555

Total fixed rate

8,549,547

8,657,114

Variable rate:

Due in one year or less

2,821,712

3,697,805

Due after one year

4,528,632

4,838,700

Total variable rate

7,350,344

8,536,505

TOTAL PAR VALUE
$
15,899,891

$
17,193,619



	06/30/2014		12/31/2013
Fixed rate:
Due in one year or less	$	1,829,115	$	1,733,559
Due after one year	6,639,272		6,923,555
Total fixed rate	8,468,387		8,657,114
Variable rate:
Due in one year or less	4,552,006		3,697,805
Due after one year	4,219,359		4,838,700
Total variable rate	8,771,365		8,536,505
TOTAL PAR VALUE	$	17,239,752	$	17,193,619

See Note 6 for information related to the FHLBank’s credit risk on advances and allowance for credit losses.

~~Table of Contents~~

NOTE 5 – MORTGAGE LOANS

The MPF Program involves the FHLBank investing in mortgage loans, which have been funded by the FHLBank through or purchased from its participating members. These mortgage loans are government-insured or guaranteed (by the Federal Housing Administration

(FHA), the Department of Veterans Affairs (VA), the Rural Housing Service of the Department of Agriculture (RHS) and/or the Department of Housing and Urban Development (HUD)) loans and conventional residential loans credit-enhanced by participating financial institutions (PFI). Depending upon a member’s product selection, the servicing rights can be retained or sold by the participating member. The FHLBank does not buy or own any mortgage servicing rights.

Mortgage Loans Held for Portfolio:Table 5.1 presents information as of ~~March 31,~~June 30, 2014 and December 31, 2013 on mortgage loans held for portfolio (in thousands):

Table 5.1

03/31/2014
12/31/2013
Real estate:

Fixed rate, medium-term1, single-family mortgages
$
1,587,069

$
1,611,289

Fixed rate, long-term, single-family mortgages

4,304,137

4,245,351

Total unpaid principal balance

5,891,206

5,856,640

Premiums

96,028

95,755

Discounts

(3,522)

(3,659)

Deferred loan costs, net

1,014

1,087

Other deferred fees

(198)

(212)

Hedging adjustments2

7,004

6,617

Total before Allowance for Credit Losses on Mortgage Loans

5,991,532

5,956,228

Allowance for Credit Losses on Mortgage Loans

(6,877)

(6,748)

MORTGAGE LOANS HELD FOR PORTFOLIO, NET
$
5,984,655

$
5,949,480



	06/30/2014			12/31/2013
Real estate:
Fixed rate, medium-term¹, single-family mortgages	$	1,573,878		$	1,611,289
Fixed rate, long-term, single-family mortgages	4,418,334			4,245,351
Total unpaid principal balance	5,992,212			5,856,640
Premiums	98,040			95,755
Discounts	(3,347		)	(3,659		)
Deferred loan costs, net	944			1,087
Other deferred fees	(187		)	(212		)
Hedging adjustments	7,842			6,617
Total before Allowance for Credit Losses on Mortgage Loans	6,095,504			5,956,228
Allowance for Credit Losses on Mortgage Loans	(4,658		)	(6,748		)
MORTGAGE LOANS HELD FOR PORTFOLIO, NET	$	6,090,846		$	5,949,480

1
¹	Medium-term defined as a term of 15 years or less at origination.
2	See Note 7 for a discussion of: (1) the FHLBank’s objectives for using derivatives; (2) the types of assets and liabilities hedged; and (3) the accounting for derivatives and the related assets and liabilities hedged.

Table 5.2 presents information as of ~~March 31,~~June 30, 2014 and December 31, 2013 on the outstanding unpaid principal balance (UPB) of mortgage loans held for portfolio (in thousands):

Table 5.2

03/31/2014
12/31/2013
Conventional loans
$
5,246,651

$
5,212,048

Government-guaranteed or insured loans

644,555

644,592

TOTAL UNPAID PRINCIPAL BALANCE
$
5,891,206

$
5,856,640



	06/30/2014		12/31/2013
Conventional loans	$	5,344,166	$	5,212,048
Government-guaranteed or insured loans	648,046		644,592
TOTAL UNPAID PRINCIPAL BALANCE	$	5,992,212	$	5,856,640

See Note 6 for information related to the FHLBank’s credit risk on mortgage loans and allowance for credit losses.

NOTE 6 – ALLOWANCE FOR CREDIT LOSSES

The FHLBank has established an allowance methodology for each of its portfolio segments: credit products (advances, letters of credit and other extensions of credit to borrowers); government mortgage loans held for portfolio; conventional mortgage loans held for portfolio; the direct financing lease receivable; term Federal funds sold; and term securities purchased under agreements to resell. Based on management’s analyses of each portfolio segment, the FHLBank has only established an allowance for credit losses on its conventional mortgage loans held for portfolio.

~~Table of Contents~~

Roll-forward of Allowance for Credit Losses: As of ~~March 31,~~June 30, 2014, the FHLBank determined that an allowance for credit losses was only necessary on conventional mortgage loans held for portfolio. Table 6.1 presents a roll-forward of the allowance for credit losses for the ~~three-month period~~three and six months ended ~~March 31,~~June 30, 2014 as well as the method used to evaluate impairment relating to all portfolio segments regardless of whether or not an estimated credit loss has been recorded as of ~~March 31,~~June 30, 2014 (in thousands):

Table 6.1

03/31/2014

Conventional Loans
Government Loans
Credit Products1
Direct Financing Lease Receivable
Total
Allowance for credit losses:

Balance, beginning of three-month period
$
6,748

$
-

$
-

$
-

$
6,748

Charge-offs

(166)

-

-

-

(166)

Provision for credit losses

295

-

-

-

295

Balance, end of three-month period
$
6,877

$
-

$
-

$
-

$
6,877

Allowance for credit losses, end of period:

Individually evaluated for impairment
$
-

$
-

$
-

$
-

$
-

Collectively evaluated for impairment
$
6,877

$
-

$
-

$
-

$
6,877

Recorded investment2, end of period:

Individually evaluated for impairment3
$
-

$
-

$
16,133,586

$
23,022

$
16,156,608

Collectively evaluated for impairment
$
5,358,439

$
662,237

$
-

$
-

$
6,020,676

~~__________~~



	06/30/2014
	Conventional Loans			Government Loans		Credit Products¹		Direct Financing Lease Receivable		Total
Allowance for credit losses:
Balance, beginning of three-month period	$	6,877		$	—	$	—	$	—	$	6,877
Charge-offs	(110		)	—		—		—		(110		)
Provision (reversal) for credit losses	(2,109		)	—		—		—		(2,109		)
Balance, end of three-month period	$	4,658		$	—	$	—	$	—	$	4,658

Balance, beginning of six-month period	$	6,748		$	—	$	—	$	—	$	6,748
Charge-offs	(276		)	—		—		—		(276		)
Provision (reversal) for credit losses	(1,814		)	—		—		—		(1,814		)
Balance, end of six-month period	$	4,658		$	—	$	—	$	—	$	4,658

Allowance for credit losses, end of period:
Individually evaluated for impairment	$	—		$	—	$	—	$	—	$	—
Collectively evaluated for impairment	$	4,658		$	—	$	—	$	—	$	4,658
Recorded investment², end of period:
Individually evaluated for impairment³	$	—		$	—	$	17,469,553	$	22,495	$	17,492,048
Collectively evaluated for impairment	$	5,458,965		$	665,894	$	—	$	—	$	6,124,859


¹
1	The recorded investment for credit products includes only advances. The recorded investment for all other credit products is insignificant.


²	The recorded investment in a financing receivable is the UPB, adjusted for accrued interest, net deferred loan fees or costs, unamortized premiums or discounts, fair value hedging adjustments and direct write-downs. The recorded investment is not net of any valuation allowance.


³	No financing receivables individually evaluated for impairment were determined to be impaired.

~~Table of Contents~~

Table 6.2 presents a roll-forward of the allowance for credit losses for the ~~three-month period~~three and six months ended ~~March 31,~~June 30, 2013 as well as the method used to evaluate impairment relating to all portfolio segments regardless of whether or not an estimated credit loss has been recorded as of ~~March 31,~~June 30, 2013 (in thousands):

Table 6.2

03/31/2013

Conventional Loans
Government Loans
Credit Products1
Direct Financing Lease Receivable
Total
Allowance for credit losses:

Balance, beginning of period
$
5,416

$
-

$
-

$
-

$
5,416

Charge-offs

(277)

-

-

-

(277)

Provision for credit losses

1,947

-

-

-

1,947

Balance, end of period
$
7,086

$
-

$
-

$
-

$
7,086

Allowance for credit losses, end of period:

Individually evaluated for impairment
$
-

$
-

$
-

$
-

$
-

Collectively evaluated for impairment
$
7,086

$
-

$
-

$
-

$
7,086

Recorded investment2, end of period:

Individually evaluated for impairment3
$
-

$
-

$
17,604,861

$
25,042

$
17,629,903

Collectively evaluated for impairment
$
5,270,709

$
689,887

$
-

$
-

$
5,960,596

~~___________~~



	06/30/2013
	Conventional Loans			Government Loans		Credit Products¹		Direct Financing Lease Receivable		Total
Allowance for credit losses:
Balance, beginning of three-month period	$	7,086		$	—	$	—	$	—	$	7,086
Charge-offs	(80		)	—		—		—		(80		)
Provision (reversal) for credit losses	(416		)	—		—		—		(416		)
Balance, end of three-month period	$	6,590		$	—	$	—	$	—	$	6,590

Balance, beginning of six-month period	$	5,416		$	—	$	—	$	—	$	5,416
Charge-offs	(357		)	—		—		—		(357		)
Provision (reversal) for credit losses	1,531			—		—		—		1,531
Balance, end of six-month period	$	6,590		$	—	$	—	$	—	$	6,590

Allowance for credit losses, end of period:
Individually evaluated for impairment	$	—		$	—	$	—	$	—	$	—
Collectively evaluated for impairment	$	6,590		$	—	$	—	$	—	$	6,590
Recorded investment², end of period:
Individually evaluated for impairment³	$	—		$	—	$	18,838,708	$	24,550	$	18,863,258
Collectively evaluated for impairment	$	5,315,914		678,423		$	—	$	—	$	5,994,337


¹	The recorded investment for credit products includes only advances. The recorded investment for all other credit products is insignificant.


²	The recorded investment in a financing receivable is the UPB, adjusted for accrued interest, net deferred loan fees or costs, unamortized premiums or discounts, fair value hedging adjustments and direct write-downs. The recorded investment is not net of any valuation allowance.


³	No financing receivables individually evaluated for impairment were determined to be impaired.

Credit Quality Indicators: The FHLBank’s key credit quality indicators include the migration of: (1) past due loans; (2) non-accrual loans; (3) loans in process of foreclosure; and (4) impaired loans, all of which are used either on an individual or pool basis to determine the allowance for credit losses.

~~Table of Contents~~

Table 6.3 summarizes the delinquency aging and key credit quality indicators for all of the FHLBank’s portfolio segments as of ~~March 31,~~June 30, 2014 (dollar amounts in thousands):

Table 6.3

03/31/2014

Conventional Loans
Government Loans
Credit Products1
Direct Financing Lease Receivable
Total
Recorded investment2:

Past due 30-59 days delinquent
$
29,295

$
13,952

$
-

$
-

$
43,247

Past due 60-89 days delinquent

6,666

5,101

-

-

11,767

Past due 90 days or more delinquent

17,412

9,036

-

-

26,448

Total past due

53,373

28,089

-

-

81,462

Total current loans

5,305,066

634,148

16,133,586

23,022

22,095,822

Total recorded investment
$
5,358,439

$
662,237

$
16,133,586

$
23,022

$
22,177,284

Other delinquency statistics:

In process of foreclosure, included above3
$
6,802

$
3,743

$
-

$
-

$
10,545

Serious delinquency rate4

0.3
%

1.4
%

-
%

-
%

0.1
%
Past due 90 days or more and still accruing interest
$
-

$
9,036

$
-

$
-

$
9,036

Loans on non-accrual status5
$
20,717

$
-

$
-

$
-

$
20,717

~~__________~~



	06/30/2014
	Conventional Loans			Government Loans			Credit Products¹			Direct Financing Lease Receivable			Total
Recorded investment²:
Past due 30-59 days delinquent	$	31,121		$	18,373		$	—		$	—		$	49,494
Past due 60-89 days delinquent	8,122			6,657			—			—			14,779
Past due 90 days or more delinquent	13,123			5,748			—			—			18,871
Total past due	52,366			30,778			—			—			83,144
Total current loans	5,406,599			635,116			17,469,553			22,495			23,533,763
Total recorded investment	$	5,458,965		$	665,894		$	17,469,553		$	22,495		$	23,616,907

Other delinquency statistics:
In process of foreclosure, included above³	$	8,121		$	3,927		$	—		$	—		$	12,048
Serious delinquency rate⁴	0.3		%	0.9		%	—		%	—		%	0.1		%
Past due 90 days or more and still accruing interest	$	—		$	5,748		$	—		$	—		$	5,748
Loans on non-accrual status⁵	$	18,823		$	—		$	—		$	—		$	18,823


¹	The recorded investment for credit products includes only advances. The recorded investment for all other credit products is insignificant.


²	The recorded investment in a financing receivable is the UPB, adjusted for accrued interest, net deferred loan fees or costs, unamortized premiums or discounts, fair value hedging adjustments and direct write-downs. The recorded investment is not net of any valuation allowance.


³	Includes loans where the decision of foreclosure or similar alternative such as pursuit of deed-in-lieu has been reported. Loans in process of foreclosure are included in past due or current loans dependent on their delinquency status.


⁴	Loans that are 90 days or more past due or in the process of foreclosure expressed as a percentage of the total recorded investment for the portfolio class.


⁵	Loans on non-accrual status include ~~$1,138,000~~$1,311,000 of troubled debt restructurings. Troubled debt restructurings are restructurings in which the FHLBank, for economic or legal reasons related to the debtor’s financial difficulties, grants a concession to the debtor that it would not otherwise consider.

~~Table of Contents~~

Table 6.4 summarizes the key credit quality indicators for the FHLBank’s mortgage loans as of December 31, 2013 (dollar amounts in thousands):

Table 6.4

12/31/2013

Conventional Loans
Government Loans
Credit Products1
Direct Financing Lease Receivable
Total
Recorded investment2:

Past due 30-59 days delinquent
$
31,653

$
21,605

$
-

$
-

$
53,258

Past due 60-89 days delinquent

7,873

5,672

-

-

13,545

Past due 90 days or more delinquent

18,040

8,720

-

-

26,760

Total past due

57,566

35,997

-

-

93,563

Total current loans

5,265,483

626,379

17,446,437

23,540

23,361,839

Total recorded investment
$
5,323,049

$
662,376

$
17,446,437

$
23,540

$
23,455,402

Other delinquency statistics:

In process of foreclosure, included above3
$
7,665

$
2,968

$
-

$
-

$
10,633

Serious delinquency rate4

0.4
%

1.3
%

-
%

-
%

0.1
%
Past due 90 days or more and still accruing interest
$
-

$
8,720

$
-

$
-

$
8,720

Loans on non-accrual status5
$
21,294

$
-

$
-

$
-

$
21,294

~~__________~~



	12/31/2013
	Conventional Loans			Government Loans			Credit Products¹			Direct Financing Lease Receivable			Total
Recorded investment²:
Past due 30-59 days delinquent	$	31,653		$	21,605		$	—		$	—		$	53,258
Past due 60-89 days delinquent	7,873			5,672			—			—			13,545
Past due 90 days or more delinquent	18,040			8,720			—			—			26,760
Total past due	57,566			35,997			—			—			93,563
Total current loans	5,265,483			626,379			17,446,437			23,540			23,361,839
Total recorded investment	$	5,323,049		$	662,376		$	17,446,437		$	23,540		$	23,455,402

Other delinquency statistics:
In process of foreclosure, included above³	$	7,665		$	2,968		$	—		$	—		$	10,633
Serious delinquency rate⁴	0.4		%	1.3		%	—		%	—		%	0.1		%
Past due 90 days or more and still accruing interest	$	—		$	8,720		$	—		$	—		$	8,720
Loans on non-accrual status⁵	$	21,294		$	—		$	—		$	—		$	21,294


¹	The recorded investment for credit products includes only advances. The recorded investment for all other credit products is insignificant.


²	The recorded investment in a financing receivable is the UPB, adjusted for accrued interest, net deferred loan fees or costs, unamortized premiums or discounts, fair value hedging adjustments and direct write-downs. The recorded investment is not net of any valuation allowance.


³	Includes loans where the decision of foreclosure or similar alternative such as pursuit of deed-in-lieu has been reported. Loans in process of foreclosure are included in past due or current loans dependent on their delinquency status.


⁴	Loans that are 90 days or more past due or in the process of foreclosure expressed as a percentage of the total recorded investment for the portfolio class.


⁵	Loans on non-accrual status include $1,515,000 of troubled debt restructurings. Troubled debt restructurings are restructurings in which the FHLBank, for economic or legal reasons related to the debtor’s financial difficulties, grants a concession to the debtor that it would not otherwise consider.

The FHLBank had ~~$5,240,000~~$4,879,000 and $4,307,000 classified as real estate owned recorded in other assets as of ~~March 31,~~June 30, 2014 and December 31, 2013, respectively.

~~Table of Contents~~

NOTE 7 – DERIVATIVES AND HEDGING ACTIVITIES

Table 7.1 represents outstanding notional balances and fair values (includes net accrued interest receivable or payable on the derivatives) of the derivatives outstanding by type of derivative and by hedge designation as of ~~March 31,~~June 30, 2014 and December 31, 2013 (in thousands):

Table 7.1

03/31/2014
12/31/2013

Notional Amount
Derivative
Assets
Derivative
Liabilities
Notional Amount
Derivative
Assets
Derivative
Liabilities
Fair value hedges:

Interest rate swaps
$
10,688,857

$
119,714

$
289,627

$
10,285,231

$
127,059

$
347,123

Interest rate caps/floors

247,000

-

2,227

247,000

-

2,648

Total fair value hedges

10,935,857

119,714

291,854

10,532,231

127,059

349,771

Economic hedges:

Interest rate swaps

2,796,820

1,385

99,519

3,691,820

4,260

120,166

Interest rate caps/floors

4,527,800

29,309

75

4,627,800

41,463

103

Mortgage delivery commitments

68,330

22

232

65,620

24

289

Total economic hedges

7,392,950

30,716

99,826

8,385,240

45,747

120,558

TOTAL
$
18,328,807

150,430

391,680

$
18,917,471

172,806

470,329

Netting adjustments1

(118,969)

(118,969)

(161,161)

(161,161)

Cash collateral2

(9,114)

(184,293)

16,312

(200,815)

DERIVATIVE ASSETS AND LIABILITIES

$
22,347

$
88,418

$
27,957

$
108,353

1Amounts represent the application of the netting requirements that allow the FHLBank to settle positive and negative positions and also cash collateral, including initial or variation margin, and related accrued interest held or placed with the same clearing agent and/or derivative counterparty.

2Exposure can change on a daily basis; and thus, there is often a short lag time between the date the exposure is identified, collateral is requested and collateral is actually received. Likewise, there is a lag time for excess collateral to be returned.



	06/30/2014								12/31/2013
	Notional Amount		Derivative Assets			Derivative Liabilities			Notional Amount		Derivative Assets			Derivative Liabilities
Fair value hedges:
Interest rate swaps	$	10,825,357	$	109,915		$	254,902		$	10,285,231	$	127,059		$	347,123
Interest rate caps/floors	247,000		—			1,810			247,000		—			2,648
Total fair value hedges	11,072,357		109,915			256,712			10,532,231		127,059			349,771
Economic hedges:
Interest rate swaps	2,376,820		1,831			101,068			3,691,820		4,260			120,166
Interest rate caps/floors	4,275,800		21,284			49			4,627,800		41,463			103
Mortgage delivery commitments	78,898		457			1			65,620		24			289
Total economic hedges	6,731,518		23,572			101,118			8,385,240		45,747			120,558
TOTAL	$	17,803,875	133,487			357,830			$	18,917,471	172,806			470,329
Netting adjustments¹			(109,200		)	(109,200		)			(161,161		)	(161,161		)
Cash collateral²			1,782			(163,613		)			16,312			(200,815		)
DERIVATIVE ASSETS AND LIABILITIES			$	26,069		$	85,017				$	27,957		$	108,353


¹	Amounts represent the application of the netting requirements that allow the FHLBank to settle positive and negative positions and also cash collateral, including initial or variation margin, and related accrued interest held or placed with the same clearing agent and/or derivative counterparty.


²	Exposure can change on a daily basis; and thus, there is often a short lag time between the date the exposure is identified, collateral is requested and collateral is actually received. Likewise, there is a lag time for excess collateral to be returned.

The following tables provide information regarding gains and losses on derivatives and hedging activities by type of hedge and type of derivative and gains and losses by hedged item for fair value hedges.

For the ~~three-month periods~~three and six months ended ~~March 31,~~June 30, 2014 and 2013, the FHLBank recorded net gain (loss) on derivatives and hedging activities as presented in Table 7.2 (in thousands):

Table 7.2

Three-month Period Ended

03/31/2014
03/31/2013
Derivatives and hedge items in fair value hedging relationships:

Interest rate swaps
$
(1,255)

$
(4,077)

Total net gain (loss) related to fair value hedge ineffectiveness

(1,255)

(4,077)

Derivatives not designated as hedging instruments:

Economic hedges:

Interest rate swaps

8,495

10,651

Interest rate caps/floors

(12,126)

52

Net interest settlements

(9,903)

(9,183)

Mortgage delivery commitments

810

(486)

Intermediary transactions:

Interest rate swaps

-

(15)

Total net gain (loss) related to derivatives not designated as hedging instruments

(12,724)

1,019

NET GAIN (LOSS) ON DERIVATIVES AND HEDGING ACTIVITIES
$
(13,979)

$
(3,058)



	Three Months Ended						Six Months Ended
	06/30/2014			06/30/2013			06/30/2014			06/30/2013
Derivatives and hedge items in fair value hedging relationships:
Interest rate swaps	$	406		$	(1,220	)	$	(849	)	$	(5,297	)
Total net gain (loss) related to fair value hedge ineffectiveness	406			(1,220		)	(849		)	(5,297		)
Derivatives not designated as hedging instruments:
Economic hedges:
Interest rate swaps	6,368			14,941			14,863			25,592
Interest rate caps/floors	(9,354		)	11,370			(21,480		)	11,422
Net interest settlements	(9,883		)	(9,203		)	(19,786		)	(18,386		)
Mortgage delivery commitments	2,109			(4,362		)	2,919			(4,848		)
Intermediary transactions:
Interest rate swaps	—			(1		)	—			(16		)
Total net gain (loss) related to derivatives not designated as hedging instruments	(10,760		)	12,745			(23,484		)	13,764
NET GAIN (LOSS) ON DERIVATIVES AND HEDGING ACTIVITIES	$	(10,354	)	$	11,525		$	(24,333	)	$	8,467

~~Table of Contents~~

The FHLBank carries derivative instruments at fair value on its Statements of Condition. Any change in the fair value of derivatives designated under a fair value hedging relationship is recorded each period in current period earnings. Fair value hedge accounting allows for the offsetting fair value of the hedged risk in the hedged item to also be recorded in current period earnings. For the ~~three-month periods~~three months ended ~~March 31,~~June 30, 2014 and 2013, the FHLBank recorded net gain (loss) on derivatives and the related hedged items in fair value hedging relationships and the impact of those derivatives on the FHLBank’s net interest income as presented in Table 7.3 (in thousands):

Table 7.3

Three-month Period Ended

03/31/2014
03/31/2013

Gain (Loss) on Derivatives
Gain (Loss) on Hedged Items
Net Fair Value Hedge Ineffectiveness
Effect of Derivatives on Net Interest Income1
Gain (Loss) on Derivatives
Gain (Loss) on Hedged Items
Net Fair Value Hedge Ineffectiveness
Effect of Derivatives on Net Interest Income1
Advances
$
18,917

$
(18,589)

$
328

$
(35,869)

$
40,867

$
(40,447)

$
420

$
(41,173)

Consolidated obligation bonds

27,060

(28,643)

(1,583)

21,450

(26,868)

22,371

(4,497)

24,649

TOTAL
$
45,977

$
(47,232)

$
(1,255)

$
(14,419)

$
13,999

$
(18,076)

$
(4,077)

$
(16,524)



	Three Months Ended
	06/30/2014											06/30/2013
	Gain (Loss) on Derivatives		Gain (Loss) on Hedged Items			Net Fair Value Hedge Ineffectiveness			Effect of Derivatives on Net Interest Income¹			Gain (Loss) on Derivatives			Gain (Loss) on Hedged Items			Net Fair Value Hedge Ineffectiveness			Effect of Derivatives on Net Interest Income¹
Advances	$	2,364	$	(2,381	)	$	(17	)	$	(35,211	)	$	94,226		$	(92,541	)	$	1,685		$	(39,668	)
Consolidated obligation bonds	27,098		(26,675		)	$	423		24,330			(89,881		)	86,976			$	(2,905	)	28,152
TOTAL	$	29,462	$	(29,056	)	$	406		$	(10,881	)	$	4,345		$	(5,565	)	$	(1,220	)	$	(11,516	)


¹	The differentials between accruals of interest receivables and payables on derivatives designated as fair value hedges as well as the amortization/accretion of hedging activities are recognized as adjustments to the interest income or expense of the designated underlying hedged item.

For the six months ended June 30, 2014 and 2013, the FHLBank recorded net gain (loss) on derivatives ~~designated as~~and the related hedged items in fair value ~~hedges as well as~~hedging relationships and the ~~amortization/accretion~~impact of ~~hedging activities are recognized as adjustments to~~those derivatives on the FHLBank’s net interest income ~~or expense of the designated underlying hedged item.~~as presented in Table 7.4

(in thousands):

Table 7.4



	Six Months Ended
	06/30/2014											06/30/2013
	Gain (Loss) on Derivatives		Gain (Loss) on Hedged Items			Net Fair Value Hedge Ineffectiveness			Effect of Derivatives on Net Interest Income¹			Gain (Loss) on Derivatives			Gain (Loss) on Hedged Items			Net Fair Value Hedge Ineffectiveness			Effect of Derivatives on Net Interest Income¹
Advances	$	21,281	$	(20,970	)	$	311		$	(71,080	)	$	135,093		$	(132,988	)	$	2,105		$	(80,841	)
Consolidated obligation bonds	54,158		(55,318		)	$	(1,160	)	45,780			(116,749		)	109,347			$	(7,402	)	52,801
TOTAL	$	75,439	$	(76,288	)	$	(849	)	$	(25,300	)	$	18,344		$	(23,641	)	$	(5,297	)	$	(28,040	)


¹	The differentials between accruals of interest receivables and payables on derivatives designated as fair value hedges as well as the amortization/accretion of hedging activities are recognized as adjustments to the interest income or expense of the designated underlying hedged item.

Based on credit analyses and collateral requirements, FHLBank management does not anticipate any credit losses on its derivative agreements. The maximum credit risk applicable to a single counterparty was ~~$26,518,000~~$28,588,000 and $21,045,000 as of ~~March 31,~~June 30, 2014 and December 31, 2013, respectively. The counterparty was the same each period.

Certain of the FHLBank’s bilateral derivative instruments contain provisions that require the FHLBank to post additional collateral with its counterparties if there is deterioration in the FHLBank’s credit rating. If the FHLBank’s credit rating is lowered by an NRSRO, the FHLBank may be required to deliver additional collateral on bilateral derivative instruments in net liability positions. The aggregate fair value of all bilateral derivative instruments with derivative counterparties containing credit-risk-related contingent features that were in a net derivative liability position (before cash collateral and related accrued interest) as of ~~March 31,~~June 30, 2014 and December 31, 2013 was ~~$169,990,000~~$153,622,000 and $308,776,000, respectively, for which the FHLBank has posted collateral with a fair value of ~~$82,776,000~~$68,876,000 and $200,815,000, respectively, in the normal course of business. If the FHLBank’s credit rating had been lowered one level (e.g., from double-A to single-A), the FHLBank would have been required to deliver an additional ~~$63,700,000~~$63,200,000 and $77,830,000 of collateral to its bilateral derivative counterparties as of ~~March 31,~~June 30, 2014 and December 31, 2013.

For cleared derivatives, the Clearinghouse determines initial margin requirements and generally credit ratings are not factored into the initial margin. However, clearing agents may require additional initial margin to be posted based on credit considerations, including but not limited to credit rating downgrades. The FHLBank was not required to post additional initial margin by its clearing agents as of ~~March 31,~~June 30, 2014 or December 31, 2013.

The FHLBank’s net exposure on derivative agreements is presented in Note ~~11.~~

11.

~~Table of Contents~~

NOTE 8 – DEPOSITS

The FHLBank offers demand, overnight and short-term deposit programs to its members and to other qualifying non-members. Table 8.1 details the types of deposits held by the FHLBank as of ~~March 31,~~June 30, 2014 and December 31, 2013 (in thousands):

Table 8.1

03/31/2014
12/31/2013
Interest-bearing:

Demand
$
215,420

$
214,645

Overnight

730,500

686,100

Term

37,500

23,800

Total interest-bearing

983,420

924,545

Non-interest-bearing:

Demand

36,810

37,343

Total non-interest-bearing

36,810

37,343

TOTAL DEPOSITS
$
1,020,230

$
961,888

Deposits classified as demand and overnight pay interest based on a daily interest rate. Term deposits pay interest based on a fixed rate determined at the issuance of the deposit. The weighted-average interest rates paid on interest-bearing deposits were 0.09 percent for the three-month periods ended March 31, 2014 and 2013.



	06/30/2014		12/31/2013
Interest-bearing:
Demand	$	254,094	$	214,645
Overnight	431,700		686,100
Term	49,600		23,800
Total interest-bearing	735,394		924,545
Non-interest-bearing:
Demand	41,508		37,343
Total non-interest-bearing	41,508		37,343
TOTAL DEPOSITS	$	776,902	$	961,888

NOTE 9 – CONSOLIDATED OBLIGATIONS

Consolidated Obligation Bonds:Table 9.1 presents the FHLBank’s participation in consolidated obligation bonds outstanding as of ~~March 31,~~June 30, 2014 and December 31, 2013 (in thousands):

Table 9.1

03/31/2014
12/31/2013
Year of Contractual Maturity
Amount
Weighted Average Interest Rate
Amount
Weighted Average Interest Rate
Due in one year or less
$
6,124,700

0.80
%
$
6,177,700

0.74
%
Due after one year through two years

2,914,550

0.62

3,182,300

0.69

Due after two years through three years

1,491,750

2.14

1,635,750

1.70

Due after three years through four years

1,512,935

2.14

1,397,935

2.56

Due after four years through five years

1,437,190

1.72

1,333,940

1.79

Thereafter

6,243,900

2.28

6,312,600

2.28

Total par value

19,725,025

1.51
%

20,040,225

1.49
%
Premium

31,871

36,613

Discounts

(4,412)

(4,605)

Hedging adjustments1

13,249

(15,269)

TOTAL
$
19,765,733

$
20,056,964

1See Note 7 for a discussion of: (1) the FHLBank’s objectives for using derivatives; (2) the types of assets and liabilities hedged; and (3) the accounting for derivatives and the related assets and liabilities hedged.



	06/30/2014					12/31/2013
Year of Contractual Maturity	Amount			Weighted Average Interest Rate		Amount			Weighted Average Interest Rate
Due in one year or less	$	5,116,200		0.69	%	$	6,177,700		0.74	%
Due after one year through two years	3,497,950			1.02		3,182,300			0.69
Due after two years through three years	1,694,600			1.67		1,635,750			1.70
Due after three years through four years	1,595,625			2.09		1,397,935			2.56
Due after four years through five years	1,277,000			1.48		1,333,940			1.79
Thereafter	6,159,150			2.28		6,312,600			2.28
Total par value	19,340,525			1.51	%	20,040,225			1.49	%
Premiums	30,012					36,613
Discounts	(4,388		)			(4,605		)
Hedging adjustments	39,820					(15,269		)
TOTAL	$	19,405,969				$	20,056,964

~~Table of Contents~~

Consolidated obligation bonds are issued with either fixed rate coupon or variable rate coupon payment terms. Variable rate coupon bonds use a variety of indices for interest rate resets including LIBOR, U.S. Treasury bills, Prime and Constant Maturity Treasuries (CMT). In addition, to meet the specific needs of certain investors in consolidated obligation bonds, fixed rate and variable rate bonds may contain certain features that may result in complex coupon payment terms and call features. When the FHLBank issues structured bonds that present interest rate or other risks that are unacceptable to the FHLBank, it will simultaneously enter into derivatives containing offsetting features that effectively alter the terms of the complex bonds to the equivalent of simple fixed rate coupon bonds or variable rate coupon bonds tied to indices such as those detailed above.

The FHLBank’s participation in consolidated obligation bonds outstanding as of ~~March 31,~~June 30, 2014 and December 31, 2013 includes callable bonds totaling ~~$8,251,000,000~~$8,771,000,000 and $8,302,000,000, respectively. The FHLBank uses the unswapped callable bonds for financing its callable advances (Note 4)4), MBS (Note 3)3) and mortgage loans (Note 5)5). Contemporaneous with a portion of its fixed rate callable bond issues, the FHLBank will also enter into interest rate swap agreements (in which the FHLBank generally pays a variable rate and receives a fixed rate) with call features that mirror the options in the callable bonds (a sold callable swap). The combined sold callable swap and callable debt transaction allows the FHLBank to obtain attractively priced variable rate financing. Table 9.2 summarizes the FHLBank’s participation in consolidated obligation bonds outstanding by year of maturity, or by the next call date for callable bonds as of ~~March 31,~~June 30, 2014 and December 31, 2013 (in thousands):

Table 9.2

Year of Maturity or Next Call Date
03/31/2014
12/31/2013
Due in one year or less
$
14,060,700

$
14,189,700

Due after one year through two years

3,059,550

3,248,300

Due after two years through three years

1,262,750

1,126,750

Due after three years through four years

665,935

761,935

Due after four years through five years

327,190

378,940

Thereafter

348,900

334,600

TOTAL PAR VALUE
$
19,725,025

$
20,040,225



Year of Maturity or Next Call Date	06/30/2014		12/31/2013
Due in one year or less	$	13,627,200	$	14,189,700
Due after one year through two years	3,512,950		3,248,300
Due after two years through three years	1,070,600		1,126,750
Due after three years through four years	653,625		761,935
Due after four years through five years	154,000		378,940
Thereafter	322,150		334,600
TOTAL PAR VALUE	$	19,340,525	$	20,040,225

Table 9.3 summarizes interest rate payment terms for consolidated obligation bonds as of ~~March 31,~~June 30, 2014 and December 31, 2013 (in thousands):

Table 9.3

03/31/2014
12/31/2013
Fixed rate
$
11,385,025

$
11,705,225

Simple variable rate

5,545,000

5,895,000

Step up/step down

2,565,000

2,220,000

Range

110,000

90,000

Variable to fixed rate

75,000

85,000

Fixed to variable rate

45,000

45,000

TOTAL PAR VALUE
$
19,725,025

$
20,040,225



	06/30/2014		12/31/2013
Fixed rate	$	11,395,525	$	11,705,225
Simple variable rate	5,160,000		5,895,000
Step up/step down	2,635,000		2,220,000
Range	105,000		90,000
Variable to fixed rate	25,000		85,000
Fixed to variable rate	20,000		45,000
TOTAL PAR VALUE	$	19,340,525	$	20,040,225

~~Table of Contents~~

Consolidated Discount Notes:Consolidated discount notes are issued to raise short-term funds. Consolidated discount notes are consolidated obligations with original maturities of up to one year. These consolidated discount notes are generally issued at less than their face amount and redeemed at par value when they mature.

Table 9.4 summarizes the FHLBank’s participation in consolidated obligation discount notes, all of which are due within one year (in thousands):

Table 9.4

Book Value
Par Value
Weighted Average Interest Rate1
March 31, 2014
$
9,356,707

$
9,357,396

0.06
%

December 31, 2013
$
10,889,565

$
10,890,528

0.08
%

1~~Represents yield to maturity excluding concession fees.~~



	Book Value		Par Value		Weighted Average Interest Rate¹
June 30, 2014	$	11,462,971	$	11,464,256	0.06	%

December 31, 2013	$	10,889,565	$	10,890,528	0.08	%


¹	Represents yield to maturity excluding concession fees.

NOTE 10 – AFFORDABLE HOUSING PROGRAM

The Bank Act, as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, requires each FHLBank to establish an ~~AHP.~~Affordable Housing Program (AHP). As a part of its AHP, the FHLBank provides subsidies in the form of direct grants or below-market interest rate advances to members that use the funds to assist in the purchase, construction or rehabilitation of housing for very low-, low- and moderate-income households. By regulation, to fund the AHP, the 12 district FHLBanks as a group must annually set aside the greater of $100,000,000 or 10 percent percent of the current year’s net earnings. For purposes of the AHP calculation, the term “net earnings” is defined as income before interest expense related to mandatorily redeemable capital stock and the assessment for AHP. The FHLBank accrues this expense monthly based on its net earnings.

The amount set aside for AHP is charged to expense and recognized as a liability. As subsidies are provided through the disbursement of grants or issuance of subsidized advances, the AHP liability is reduced accordingly. If the FHLBank’s net earnings before AHP would ever be zero or less, the amount of AHP liability would generally be equal to zero. However, if the result of the aggregate 10 percent calculation described above is less than the $100,000,000 minimum for all 12 FHLBanks, then the Bank Act requires the shortfall to be allocated among the FHLBanks based on the ratio of each FHLBank’s income for the previous year. If an FHLBank determines that its required AHP contributions are exacerbating any financial instability of that FHLBank, it may apply to the Finance Agency for a temporary suspension of its AHP contributions. The FHLBank has never applied to the Finance Agency for a temporary suspension of its AHP contributions.

Table 10.1 details the change in the AHP liability for the ~~three-month periods~~three and six months ended ~~March 31,~~June 30, 2014 and 2013 (in thousands):

Table 10.1

Three-month Period Ended

03/31/2014
03/31/2013
Appropriated and reserved AHP funds as of the beginning of the period
$
35,264

$
31,198

AHP set aside based on current year income

2,475

2,740

Direct grants disbursed

(1,360)

(1,440)

Recaptured funds1

87

46

Appropriated and reserved AHP funds as of the end of the period
$
36,466

$
32,544

1Recaptured funds are direct grants returned to the FHLBank in those instances where the commitments associated with the approved use of funds are not met and repayment to the FHLBank is required by regulation. Recaptured funds are returned as a result of: (1) AHP-assisted homeowner’s transfer or sale of property within the five-year retention period that the assisted homeowner is required to occupy the property; (2) homeowner’s failure to acquire sufficient loan funding (funds previously approved and disbursed cannot be used); (3) over-subsidized projects; or (4) unused grants.



	Three Months Ended						Six Months Ended
	06/30/2014			06/30/2013			06/30/2014			06/30/2013
Appropriated and reserved AHP funds as of the beginning of the period	$	36,466		$	32,544		$	35,264		$	31,198
AHP set aside based on current year income	3,177			3,204			5,652			5,944
Direct grants disbursed	(4,785		)	(3,311		)	(6,145		)	(4,751		)
Recaptured funds¹	79			64			166			110
Appropriated and reserved AHP funds as of the end of the period	$	34,937		$	32,501		$	34,937		$	32,501

Recaptured funds are direct grants returned to the FHLBank in those instances where the commitments associated with the approved use of funds are not met and repayment to the FHLBank is required by regulation. Recaptured funds are returned as a result of: (1) AHP-assisted homeowner’s transfer or sale of property within the five-year retention period that the assisted homeowner is required to occupy the property; (2) homeowner’s failure to acquire sufficient loan funding (funds previously approved and disbursed cannot be used); (3) over-subsidized projects; or (4) unused grants.

~~Table of Contents~~

NOTE 11 – ASSETS AND LIABILITIES SUBJECT TO OFFSETTING

The FHLBank presents certain financial instruments, including derivatives, repurchase agreements and securities purchased under agreements to resell, on a net basis by clearing agent by Clearinghouse, or by counterparty, when it has met the netting requirements. For these financial instruments, the FHLBank has elected to offset its asset and liability positions, as well as cash collateral, including initial and variation margin, received or pledged and associated accrued interest.

Tables 11.1 and 11.2 present the fair value of financial assets, including the related collateral received from or pledged to clearing agents or counterparties, based on the terms of the FHLBank’s master netting arrangements or similar agreements as of ~~March 31,~~June 30, 2014 and December 31, 2013 (in thousands):

Table 11.1

03/31/2014
Description
Gross Amounts of Recognized Assets
Gross Amounts Offset in the Statement of Condition
Net Amounts of Assets Presented in the Statement of Condition
Gross Amounts Not Offset in the Statement of Condition1
Net Amount
Derivative assets:

Bilateral derivatives
$
147,811

$
(139,668)

$
8,143

$
(22)

$
8,121

Cleared derivatives

2,619

11,585

14,204

-

14,204

Total derivative assets

150,430

(128,083)

22,347

(22)

22,325

Securities purchased under agreements to resell

1,000,000

-

1,000,000

(1,000,000)

-

TOTAL
$
1,150,430

$
(128,083)

$
1,022,347

$
(1,000,022)

$
22,325

1Represents noncash collateral received on financial instruments that: (1) do not qualify for netting on the Statement of Condition; or (2) are not subject to an enforceable netting agreement (e.g., mortgage delivery commitments).



06/30/2014
Description	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Condition			Net Amounts of Assets Presented in the Statement of Condition		Gross Amounts Not Offset in the Statement of Condition¹			Net Amount
Derivative assets:
Bilateral derivatives	$	132,371	$	(121,211	)	$	11,160	$	(457	)	$	10,703
Cleared derivatives	1,116		13,793			14,909		—			14,909
Total derivative assets	133,487		(107,418		)	26,069		(457		)	25,612
Securities purchased under agreements to resell	1,000,000		—			1,000,000		(1,000,000		)	—
TOTAL	$	1,133,487	$	(107,418	)	$	1,026,069	$	(1,000,457	)	$	25,612


¹	Represents noncash collateral received on financial instruments that: (1) do not qualify for netting on the Statement of Condition; or (2) are not subject to an enforceable netting agreement (e.g., mortgage delivery commitments).

Table 11.2

12/31/2013
Description
Gross Amounts of Recognized Assets
Gross Amounts Offset in the Statement of Condition
Net Amounts of Assets Presented in the Statement of Condition
Gross Amounts Not Offset in the Statement of Condition1
Net Amount
Derivative assets:

Bilateral derivatives
$
165,894

$
(150,968)

$
14,926

$
(24)

$
14,902

Cleared derivatives

6,912

6,119

13,031

-

13,031

TOTAL
$
172,806

$
(144,849)

$
27,957

$
(24)

$
27,933



12/31/2013
Description	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Condition			Net Amounts of Assets Presented in the Statement of Condition		Gross Amounts Not Offset in the Statement of Condition¹			Net Amount
Derivative assets:
Bilateral derivatives	$	165,894	$	(150,968	)	$	14,926	$	(24	)	$	14,902
Cleared derivatives	6,912		6,119			13,031		—			13,031
Total derivative assets	172,806		(144,849		)	27,957		(24		)	27,933
TOTAL	$	172,806	$	(144,849	)	$	27,957	$	(24	)	$	27,933


¹	Represents noncash collateral received on financial instruments that: (1) do not qualify for netting on the Statement of Condition; or (2) are not subject to an enforceable netting agreement (e.g., mortgage delivery commitments).

1Tables Represents noncash collateral received on financial instruments that: (1) do not qualify for netting on the Statement of Condition; or (2) are not subject to an enforceable netting agreement (e.g., mortgage delivery commitments).11.3

~~Table of Contents~~

~~Tables 11.3~~ and 11.4 present the fair value of financial liabilities, including the related collateral received from or pledged to counterparties, based on the terms of the FHLBank’s master netting arrangements or similar agreements as of ~~March 31,~~June 30, 2014 and December 31, 2013 (in thousands):

Table 11.3

03/31/2014
Description
Gross Amounts of Recognized Liabilities
Gross Amounts Offset in the Statement of Condition
Net Amounts of Liabilities Presented in the Statement of Condition
Gross Amounts Not Offset in the Statement of Condition1
Net Amount
Derivative liabilities:

Bilateral derivatives
$
386,251

$
(297,833)

$
88,418

$
(307)

$
88,111

Cleared derivatives

5,429

(5,429)

-

-

-

TOTAL
$
391,680

$
(303,262)

$
88,418

$
(307)

$
88,111



06/30/2014
Description	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Condition			Net Amounts of Liabilities Presented in the Statement of Condition		Gross Amounts Not Offset in the Statement of Condition¹			Net Amount
Derivative liabilities:
Bilateral derivatives	$	346,207	$	(261,190	)	$	85,017	$	(50	)	$	84,967
Cleared derivatives	11,623		(11,623		)	—		—			—
Total derivative liabilities	357,830		(272,813		)	85,017		(50		)	84,967
TOTAL	$	357,830	$	(272,813	)	$	85,017	$	(50	)	$	84,967


¹	Represents noncash collateral received on financial instruments that: (1) do not qualify for netting on the Statement of Condition; or (2) are not subject to an enforceable netting agreement (e.g., mortgage delivery commitments).

Table 11.4

12/31/2013
Description
Gross Amounts of Recognized Liabilities
Gross Amounts Offset in the Statement of Condition
Net Amounts of Liabilities Presented in the Statement of Condition
Gross Amounts Not Offset in the Statement of Condition1
Net Amount
Derivative liabilities:

Bilateral derivatives
$
470,290

$
(361,937)

$
108,353

$
(392)

$
107,961

Cleared derivatives

39

(39)

-

-

-

TOTAL
$
470,329

$
(361,976)

$
108,353

$
(392)

$
107,961



12/31/2013
Description	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Condition			Net Amounts of Liabilities Presented in the Statement of Condition		Gross Amounts Not Offset in the Statement of Condition¹			Net Amount
Derivative liabilities:
Bilateral derivatives	$	470,290	$	(361,937	)	$	108,353	$	(392	)	$	107,961
Cleared derivatives	39		(39		)	—		—			—
Total derivative liabilities	470,329		(361,976		)	108,353		(392		)	107,961
TOTAL	$	470,329	$	(361,976	)	$	108,353	$	(392	)	$	107,961


¹	Represents noncash collateral received on financial instruments that: (1) do not qualify for netting on the Statement of Condition; or (2) are not subject to an enforceable netting agreement (e.g., mortgage delivery commitments).

NOTE 12 – CAPITAL

The FHLBank is subject to three capital requirements under the provisions of the Gramm-Leach-Bliley Act (GLB Act) and the Finance Agency’s capital structure regulation. Regulatory capital does not include accumulated other comprehensive income (AOCI) but does include mandatorily redeemable capital stock.


▪	Risk-based capital. The FHLBank must maintain at all times permanent capital in an amount at least equal to the sum ~~of its credit risk, market risk and operations risk capital requirements. The risk-based capital requirements are all calculated in accordance with the rules and regulations of the Finance Agency.~~Only permanent capital, defined as Class B Common Stock and retained earnings, can be used by the FHLBank to satisfy its risk-based capital requirement. The Finance Agency may require the FHLBank to maintain a greater amount of permanent capital than is required by the risk-based capital requirement as defined, but the Finance Agency has not placed any such requirement on the FHLBank to date.
▪	~~Total regulatory capital.~~ The GLB Act requires the FHLBank to maintain at all times at least a 4.0 percent total capital-to-asset ratio. Total regulatory capital is defined as the sum of permanent capital, Class A stock, any general loss allowance, if consistent with GAAP and not established for specific assets, and other amounts from sources determined by the Finance Agency as available to absorb losses.
▪	~~Leverage capital.~~ The FHLBank is required to maintain at all times a leverage capital-to-assets ratio of at least 5.0 percent, with the leverage capital ratio defined as the sum of permanent capital weighted 1.5 times and non-permanent capital (currently only Class A Common Stock) weighted 1.0 times, divided by total assets.

~~Table~~ of ~~Contents~~

its credit risk, market risk and operations risk capital requirements. The risk-based capital requirements are all calculated in accordance with the rules and regulations of the Finance Agency.Only permanent capital, defined as Class B Common Stock and retained earnings, can be used by the FHLBank to satisfy its risk-based capital requirement. The Finance Agency may require the FHLBank to maintain a greater amount of permanent capital than is required by the risk-based capital requirement as defined, but the Finance Agency has not placed any such requirement on the FHLBank to date.

Total regulatory capital. The GLB Act requires the FHLBank to maintain at all times at least a 4.0 percent total capital-to-asset ratio. Total regulatory capital is defined as the sum of permanent capital, Class A stock, any general loss allowance, if consistent with GAAP and not established for specific assets, and other amounts from sources determined by the Finance Agency as available to absorb losses.

Leverage capital. The FHLBank is required to maintain at all times a leverage capital-to-assets ratio of at least 5.0 percent, with the leverage capital ratio defined as the sum of permanent capital weighted 1.5 times and non-permanent capital (currently only Class A Common Stock) weighted 1.0 times, divided by total assets.

Table 12.1 illustrates that the FHLBank was in compliance with its regulatory capital requirements as of ~~March 31,~~June 30, 2014 and December 31, 2013 (in thousands):

Table 12.1

03/31/2014
12/31/2013

Required
Actual
Required
Actual
Regulatory capital requirements:

Risk-based capital
$
400,845

$
1,336,751

$
414,914

$
1,389,646

Total regulatory capital-to-asset ratio

4.0
%

5.5
%

4.0
%

5.4
%
Total regulatory capital
$
1,283,964

$
1,751,875

$
1,358,012

$
1,824,345

Leverage capital ratio

5.0
%

7.5
%

5.0
%

7.4
%
Leverage capital
$
1,604,955

$
2,420,250

$
1,697,515

$
2,519,168



	06/30/2014						12/31/2013
	Required			Actual			Required			Actual
Regulatory capital requirements:
Risk-based capital	$	374,061		$	1,323,228		$	414,914		$	1,389,646
Total regulatory capital-to-asset ratio	4.0		%	4.4		%	4.0		%	5.4		%
Total regulatory capital	$	1,332,835		$	1,482,110		$	1,358,012		$	1,824,345
Leverage capital ratio	5.0		%	6.4		%	5.0		%	7.4		%
Leverage capital	$	1,666,044		$	2,143,723		$	1,697,515		$	2,519,168

Mandatorily Redeemable Capital Stock: The FHLBank is a cooperative whose members and former members own all of the FHLBank’s capital stock. Member shares cannot be purchased or sold except between the FHLBank and its members at its $100 per share par value. If a member cancels its written notice of redemption or notice of withdrawal, the FHLBank will reclassify mandatorily redeemable capital stock from a liability to equity. After the reclassification, dividends on the capital stock would no longer be classified as interest expense.

Table 12.2 provides the related dollar amounts for activities recorded in “Mandatorily redeemable capital stock” during the ~~three-month periods~~three and six months ended ~~March 31,~~June 30, 2014 and 2013 (in thousands):

Table 12.2

Three-month Period Ended

03/31/2014
03/31/2013
Balance at beginning of period
$
4,764

$
5,665

Capital stock subject to mandatory redemption reclassified from equity during the period

71,541

38,267

Redemption or repurchase of mandatorily redeemable capital stock during the period

(71,668)

(38,958)

Stock dividend classified as mandatorily redeemable capital stock during the period

4

5

Balance at end of period
$
4,641

$
4,979



	Three Months Ended						Six Months Ended
	06/30/2014			06/30/2013			06/30/2014			06/30/2013
Balance at beginning of period	$	4,641		$	4,979		$	4,764		$	5,665
Capital stock subject to mandatory redemption reclassified from equity during the period	97,767			69,428			169,308			107,695
Redemption or repurchase of mandatorily redeemable capital stock during the period	(97,900		)	(69,004		)	(169,568		)	(107,962		)
Stock dividend classified as mandatorily redeemable capital stock during the period	11			7			15			12
Balance at end of period	$	4,519		$	5,410		$	4,519		$	5,410

~~Table of Contents~~

Table 12.3 shows the amount of mandatorily redeemable capital stock by contractual year of redemption as of ~~March 31,~~June 30, 2014 and December 31, 2013 (in thousands). The year of redemption in Table 12.3 is the end of the redemption period in accordance with the FHLBank’s capital plan. The FHLBank is not required to redeem or repurchase membership stock until ~~six~~6 months (Class A Common Stock) or ~~five~~5 years (Class B Common Stock) after the FHLBank receives notice for withdrawal. Additionally, the FHLBank is not required to redeem or repurchase activity-based stock until any activity-based stock becomes excess stock as a result of an activity no longer remaining outstanding. However, the FHLBank intends to repurchase the excess activity-based stock of non-members to the extent that it can do so and still meet its regulatory capital requirements.

Table 12.3

Contractual Year of Repurchase
03/31/2014
12/31/2013
Year 1
$
5

$
166

Year 2

51

52

Year 3

-

-

Year 4

-

-

Year 5

55

74

Past contractual redemption date due to remaining activity1

4,530

4,472

TOTAL
$
4,641

$
4,764

1Represents mandatorily redeemable capital stock that is past the end of the contractual redemption period because there is activity outstanding to which the mandatorily redeemable capital stock relates.



Contractual Year of Repurchase	06/30/2014		12/31/2013
Year 1	$	—	$	166
Year 2	53		52
Year 3	1		—
Year 4	47		—
Year 5	—		74
Past contractual redemption date due to remaining activity¹	4,418		4,472
TOTAL	$	4,519	$	4,764


¹	Represents mandatorily redeemable capital stock that is past the end of the contractual redemption period because there is activity outstanding to which the mandatorily redeemable capital stock relates.

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 stock purchase requirement. Finance Agency rules limit the ability of the FHLBank to create member excess stock under certain circumstances. The FHLBank may not pay dividends in the form of capital stock or issue new excess stock to members if the FHLBank’s excess stock exceeds one percent of its total assets or if the issuance of excess stock would cause the FHLBank’s excess stock to exceed one percent of its total assets. As of ~~March 31,~~June 30, 2014, the FHLBank’s excess stock was less than one percent of total assets.

Capital Classification Determination: The Finance Agency implemented the prompt corrective action (PCA) provisions of the Housing and Economic Recovery Act of 2008. The rule established four capital classifications (i.e., adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized) for FHLBanks and implemented the PCA provisions that apply to FHLBanks that are not deemed to be adequately capitalized. The Finance Agency determines each FHLBank’s capital classification on at least a quarterly basis. If an FHLBank is determined to be other than adequately capitalized, the FHLBank becomes subject to additional supervisory authority by the Finance Agency. Before implementing a reclassification, the Director of the Finance Agency is required to provide the FHLBank with written notice of the proposed action and an opportunity to submit a response. As of the most recent review by the Finance Agency, the FHLBank has been classified as adequately capitalized.

~~Table of Contents~~

NOTE 13 – ACCUMULATED OTHER COMPREHENSIVE INCOME

Table 13.1 summarizes the changes in AOCI for the ~~three-month periods~~three months ended ~~March 31,~~June 30, 2014 and 2013 (in thousands):

Table 13.1

Three-month Period Ended

03/31/2014
03/31/2013

Net Non-credit Portion of OTTI Losses on
Held-to-maturity Securities
Defined Benefit Pension Plan
Total AOCI
Net Non-credit Portion of OTTI Losses on
Held-to-maturity Securities
Defined Benefit Pension Plan
Total AOCI
Balance, beginning of period
$
(16,003)

$
(2,358)

$
(18,361)

$
(20,846)

$
(4,411)

$
(25,257)

Other comprehensive income (loss) before reclassification:

Non-credit OTTI losses

-

-

-

(14)

-

(14)

Accretion of non-credit loss

805

-

805

1,416

-

1,416

Reclassifications from other comprehensive income (loss) to net income:

Non-credit OTTI to credit OTTI1

361

-

361

79

-

79

Amortization of net loss - defined benefit pension plan2

-

45

45

-

101

101

Net current period other comprehensive income (loss)

1,166

45

1,211

1,481

101

1,582

Balance, end of period
$
(14,837)

$
(2,313)

$
(17,150)

$
(19,365)

$
(4,310)

$
(23,675)



	Three Months Ended
	Net Non-credit Portion of OTTI Losses on Held-to-maturity Securities			Defined Benefit Pension Plan			Total AOCI
Balance at March 31, 2013	$	(19,365	)	$	(4,310	)	$	(23,675	)
Other comprehensive income (loss) before reclassification:
Accretion of non-credit loss	1,313						1,313
Reclassifications from other comprehensive income (loss) to net income:
Non-credit OTTI to credit OTTI¹	73						73
Amortization of net loss - defined benefit pension plan²				100			100
Net current period other comprehensive income (loss)	1,386			100			1,486
Balance at June 30, 2013	$	(17,979	)	$	(4,210	)	$	(22,189	)

Balance at March 31, 2014	$	(14,837	)	$	(2,313	)	$	(17,150	)
Other comprehensive income (loss) before reclassification:
Accretion of non-credit loss	927						927
Reclassifications from other comprehensive income (loss) to net income:
Non-credit OTTI to credit OTTI¹	62						62
Amortization of net loss - defined benefit pension plan²				44			44
Net current period other comprehensive income (loss)	989			44			1,033
Balance at June 30, 2014	$	(13,848	)	$	(2,269	)	$	(16,117	)


¹	Recorded in “Net other-than-temporary impairment losses on held-to-maturity securities” on the Statements of Income. Amount represents a debit (decrease to other income (loss)).


²	Recorded in “Compensation and benefits” on the Statements of Income. Amount represents a debit (increase to other expenses).

1~~Recorded in “Net other-than-temporary impairment losses on held-to-maturity securities” on the Statements of Income. Amount represents a debit (decrease to other income (loss)).~~

2~~Recorded in “Compensation and benefits” on the Statements of Income. Amount represents a debit (increase to other expenses).~~

~~NOTE 14 – PENSION AND POSTRETIREMENT BENEFIT PLANS~~

~~Nonqualified Supplemental Retirement Plan:~~Table 13.2 The FHLBank maintains a benefit equalization plan (BEP) covering certain senior officers. This non-qualified plan contains provisions for a deferred compensation component and a defined benefit pension component. The BEP is,summarizes the changes in ~~substance, an unfunded supplemental retirement plan.~~

~~Table 14.1 presents the components of the net periodic pension cost~~AOCI for the ~~defined benefit portion of the FHLBank’s BEP for the three-month periods~~six months ended ~~March 31,~~June 30, 2014 and 2013 (in thousands):

Table ~~14.1~~

13.2

Three-month Period Ended

03/31/2014
03/31/2013
Service cost
$
106

$
120

Interest cost

128

110

Amortization of net loss

45

101

NET PERIODIC POSTRETIREMENT BENEFIT COST
$
279

$
331



	Six Months Ended
	Net Non-credit Portion of OTTI Losses on Held-to-maturity Securities			Defined Benefit Pension Plan			Total AOCI
Balance at December 31, 2012	$	(20,846	)	$	(4,411	)	$	(25,257	)
Other comprehensive income (loss) before reclassification:
Non-credit OTTI losses	(14		)				(14		)
Accretion of non-credit loss	2,729						2,729
Reclassifications from other comprehensive income (loss) to net income:
Non-credit OTTI to credit OTTI¹	152						152
Amortization of net loss - defined benefit pension plan²				201			201
Net current period other comprehensive income (loss)	2,867			201			3,068
Balance at June 30, 2013	$	(17,979	)	$	(4,210	)	$	(22,189	)


Balance at December 31, 2013	$	(16,003	)	$	(2,358	)	$	(18,361	)
Other comprehensive income (loss) before reclassification:
Accretion of non-credit loss	1,732						1,732
Reclassifications from other comprehensive income (loss) to net income:
Non-credit OTTI to credit OTTI¹	423						423
Amortization of net loss - defined benefit pension plan²				89			89
Net current period other comprehensive income (loss)	2,155			89			2,244
Balance at June 30, 2014	$	(13,848	)	$	(2,269	)	$	(16,117	)


¹	Recorded in “Net other-than-temporary impairment losses on held-to-maturity securities” on the Statements of Income. Amount represents a debit (decrease to other income (loss)).


²	Recorded in “Compensation and benefits” on the Statements of Income. Amount represents a debit (increase to other expenses).

~~Table of Contents~~

NOTE 1514 – FAIR VALUES

The fair value amounts recorded on the Statements of Condition and presented in the note disclosures have been determined by the FHLBank using available market and other pertinent information and reflect the FHLBank’s best judgment of appropriate valuation methods. Although the FHLBank uses its best judgment in estimating the fair value of its financial instruments, there are inherent limitations in any valuation technique. Therefore, the fair values may not be indicative of the amounts that would have been realized in market transactions as of ~~March 31,~~June 30, 2014 and December 31, 2013.

Subjectivity of Estimates:Estimates of the fair value of advances with options, mortgage instruments, derivatives with embedded options and consolidated obligation bonds with options using the methods described below and other methods are highly subjective and require judgments regarding significant matters such as the amount and timing of future cash flows, prepayment speed assumptions, expected interest rate volatility, methods to determine possible distributions of future interest rates used to value options, and the selection of discount rates that appropriately reflect market and credit risks. The use of different assumptions could have a material effect on the fair value estimates.

Fair Value Hierarchy:The FHLBank records trading securities, derivative assets and derivative liabilities at fair value on a recurring basis and on occasion, certain private-label MBS/ABS and non-financial assets on a non-recurring basis. The fair value hierarchy requires the FHLBank to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The inputs are evaluated and an overall level for the fair value measurement is determined. This overall level is an indication of the market

observability of the fair value measurement for the asset or liability. The FHLBank must disclose the level within the fair value hierarchy in which the measurements are classified for all assets and liabilities.

The fair value hierarchy prioritizes the inputs used to measure fair value into three broad levels:

~~Level 1 Inputs – Quoted prices (unadjusted) for identical assets or liabilities in active markets that the FHLBank can access on the measurement date.~~

Level 2 Inputs – Inputs other than quoted prices within Level 1 that are observable inputs for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability. Level 2 inputs include the following: (1) quoted prices for similar assets and liabilities in active markets; (2) quoted prices for similar assets and liabilities in markets that are not active; (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 by correlation or other means.

Level 1 Inputs – Quoted prices (unadjusted) for identical assets or liabilities in active markets that the FHLBank can access on the measurement date.

~~Level 3 Inputs – Unobservable inputs for the asset or liability.~~

Level 3 Inputs – Unobservable inputs for the asset or liability.

The FHLBank reviews its 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. These reclassifications, if any, are reported as transfers in/out as of the beginning of the quarter in which the changes occur. There were no transfers during the ~~three-month periods~~three and six months ended ~~March 31,~~June 30, 2014 and 2013.

The carrying value and fair value of the FHLBank’s financial assets and liabilities as of ~~March 31,~~June 30, 2014 and December 31, 2013 are summarized in Tables ~~15.1~~14.1 and ~~15.2~~14.2 (in thousands). These values do not represent an estimate of the overall market value of the FHLBank as a going concern, which would take into account future business opportunities and the net profitability of assets and liabilities.

Table 14.1



	06/30/2014
	Carrying Value			Total Fair Value			Level 1		Level 2			Level 3		Netting Adjustment and Cash Collateral
Assets:
Cash and due from banks	$	737,132		$	737,132		$	737,132	$	—		$	—	$	—
Interest-bearing deposits	669			669			—		669			—		—
Securities purchased under agreements to resell	1,000,000			1,000,000			—		1,000,000			—		—
Federal funds sold	865,000			865,000			—		865,000			—		—
Trading securities	1,596,292			1,596,292			—		1,596,292			—		—
Held-to-maturity securities	5,312,349			5,318,792			—		4,914,801			403,991		—
Advances	17,449,516			17,518,278			—		17,518,278			—		—
Mortgage loans held for portfolio, net of allowance	6,090,846			6,282,265			—		6,282,265			—		—
Overnight loans to other FHLBanks	120,000			120,000			—		120,000			—		—
Accrued interest receivable	69,148			69,148			—		69,148			—		—
Derivative assets	26,069			26,069			—		133,487			—		(107,418		)
Liabilities:
Deposits	776,902			776,902			—		776,902			—		—
Consolidated obligation discount notes	11,462,971			11,462,459			—		11,462,459			—		—
Consolidated obligation bonds	19,405,969			19,372,612			—		19,372,612			—		—
Mandatorily redeemable capital stock	4,519			4,519			4,519		—			—		—
Accrued interest payable	61,196			61,196			—		61,196			—		—
Derivative liabilities	85,017			85,017			—		357,830			—		(272,813		)
Other Asset (Liability):
Standby letters of credit	(837		)	(837		)	—		(837		)	—		—
Standby bond purchase agreements	220			6,334			—		6,334			—		—
Standby credit facility	(14		)	(14		)	—		(14		)	—		—
Advance commitments	—			91			—		91			—		—

Table ~~of Contents~~

14.2

~~Table 15.1~~

03/31/2014

Carrying Value
Total Fair Value
Level 1
Level 2
Level 3
Netting Adjustment and Cash Collateral
Assets:

Cash and due from banks
$
337,578

$
337,578

$
337,578

$
-

$
-

$
-

Interest-bearing deposits

309

309

-

309

-

-

Securities purchased under agreements to resell

1,000,000

1,000,000

-

1,000,000

-

-

Federal funds sold

1,215,000

1,215,000

-

1,215,000

-

-

Trading securities

2,110,714

2,110,714

-

2,110,714

-

-

Held-to-maturity securities

5,198,161

5,197,040

-

4,840,442

356,598

-

Advances

16,112,925

16,171,738

-

16,171,738

-

-

Mortgage loans held for portfolio, net of allowance

5,984,655

6,076,774

-

6,076,774

-

-

Accrued interest receivable

62,415

62,415

-

62,415

-

-

Derivative assets

22,347

22,347

-

150,430

-

(128,083)

Liabilities:

Deposits

1,020,230

1,020,230

-

1,020,230

-

-

Consolidated obligation discount notes

9,356,707

9,356,578

-

9,356,578

-

-

Consolidated obligation bonds

19,765,733

19,644,027

-

19,644,027

-

-

Mandatorily redeemable capital stock

4,641

4,641

4,641

-

-

-

Accrued interest payable

71,330

71,330

-

71,330

-

-

Derivative liabilities

88,418

88,418

-

391,680

-

(303,262)

Other Asset (Liability):

Standby letters of credit

(855)

(855)

-

(855)

-

-

Standby bond purchase agreements

233

7,576

-

7,576

-

-

Standby credit facility

(29)

(29)

-

(29)

-

-

Advance commitments

-

(25)

-

(25)

-

-



	12/31/2013
	Carrying Value			Total Fair Value			Level 1		Level 2			Level 3		Netting Adjustment and Cash Collateral
Assets:
Cash and due from banks	$	1,713,940		$	1,713,940		$	1,713,940	$	—		$	—	$	—
Interest-bearing deposits	1,116			1,116			—		1,116			—		—
Federal funds sold	575,000			575,000			—		575,000			—		—
Trading securities	2,704,777			2,704,777			—		2,704,777			—		—
Held-to-maturity securities	5,423,659			5,415,205			—		5,038,465			376,740		—
Advances	17,425,487			17,461,489			—		17,461,489			—		—
Mortgage loans held for portfolio, net of allowance	5,949,480			5,991,371			—		5,991,371			—		—
Accrued interest receivable	72,526			72,526			—		72,526			—		—
Derivative assets	27,957			27,957			—		172,806			—		(144,849		)
Liabilities:
Deposits	961,888			961,888			—		961,888			—		—
Consolidated obligation discount notes	10,889,565			10,889,682			—		10,889,682			—		—
Consolidated obligation bonds	20,056,964			19,808,605			—		19,808,605			—		—
Mandatorily redeemable capital stock	4,764			4,764			4,764		—			—		—
Accrued interest payable	62,447			62,447			—		62,447			—		—
Derivative liabilities	108,353			108,353			—		470,329			—		(361,976		)
Other Asset (Liability):
Standby letters of credit	(996		)	(996		)	—		(996		)	—		—
Standby bond purchase agreements	208			6,868			—		6,868			—		—
Standby credit facility	(45		)	(45		)	—		(45		)	—		—
Advance commitments	—			(182		)	—		(182		)	—		—

~~Table of Contents~~

~~Table 15.2~~

12/31/2013

Carrying Value
Total Fair Value
Level 1
Level 2
Level 3
Netting Adjustment and Cash Collateral
Assets:

Cash and due from banks
$
1,713,940

$
1,713,940

$
1,713,940

$
-

$
-

$
-

Interest-bearing deposits

1,116

1,116

-

1,116

-

-

Federal funds sold

575,000

575,000

-

575,000

-

-

Trading securities

2,704,777

2,704,777

-

2,704,777

-

-

Held-to-maturity securities

5,423,659

5,415,205

-

5,038,465

376,740

-

Advances

17,425,487

17,461,489

-

17,461,489

-

-

Mortgage loans held for portfolio, net of allowance

5,949,480

5,991,371

-

5,991,371

-

-

Accrued interest receivable

72,526

72,526

-

72,526

-

-

Derivative assets

27,957

27,957

-

172,806

-

(144,849)

Liabilities:

Deposits

961,888

961,888

-

961,888

-

-

Consolidated obligation discount notes

10,889,565

10,889,682

-

10,889,682

-

-

Consolidated obligation bonds

20,056,964

19,808,605

-

19,808,605

-

-

Mandatorily redeemable capital stock

4,764

4,764

4,764

-

-

-

Accrued interest payable

62,447

62,447

-

62,447

-

-

Derivative liabilities

108,353

108,353

-

470,329

-

(361,976)

Other Asset (Liability):

Standby letters of credit

(996)

(996)

-

(996)

-

-

Standby bond purchase agreements

208

6,868

-

6,868

-

-

Standby credit facility

(45)

(45)

-

(45)

-

-

Advance commitments

-

(182)

-

(182)

-

-

Fair Value Measurements:Tables ~~15.3~~14.3 and ~~15.4~~14.4 present, for each hierarchy level, the FHLBank’s assets and liabilities that are measured at fair value on a recurring or nonrecurring basis on the Statements of Condition as of ~~March 31,~~June 30, 2014 and December 31, 2013 (in thousands). The FHLBank measures certain held-to-maturity securities at fair value on a nonrecurring basis due to the recognition of a credit loss. For held-to-maturity securities that had credit impairment recorded at period end for which no total impairment was recorded (the full amount of additional credit impairment was a reclassification from non-credit impairment previously recorded in AOCI), these securities were recorded at their carrying values and not fair value. Real estate owned is measured at fair value when the asset’s fair value less costs to sell is lower than its carrying amount.

Table ~~of Contents~~

14.3



	06/30/2014
	Total		Level 1		Level 2		Level 3		Netting Adjustment and Cash Collateral¹
Recurring fair value measurements - Assets:
Trading securities:
U.S. Treasury obligations	$	25,031	$	—	$	25,031	$	—	$	—
Government-sponsored enterprise obligations^2,3	1,417,882		—		1,417,882		—		—
U.S. obligation residential MBS⁴	1,014		—		1,014		—		—
Government-sponsored enterprise residential MBS⁵	152,365		—		152,365		—		—
Total trading securities	1,596,292		—		1,596,292		—		—
Derivative assets:
Interest-rate related	25,612		—		133,030		—		(107,418		)
Mortgage delivery commitments	457		—		457		—		—
Total derivative assets	26,069		—		133,487		—		(107,418		)
TOTAL RECURRING FAIR VALUE MEASUREMENTS - ASSETS	$	1,622,361	$	—	$	1,729,779	$	—	$	(107,418	)

Recurring fair value measurements - Liabilities:
Derivative liabilities:
Interest-rate related	$	85,016	$	—	357,829		$	—	$	(272,813	)
Mortgage delivery commitments	1		—		1		—		—
Total derivative liabilities	85,017		—		357,830		—		(272,813		)
TOTAL RECURRING FAIR VALUE MEASUREMENTS - LIABILITIES	$	85,017	$	—	$	357,830	$	—	$	(272,813	)

Nonrecurring fair value measurements - Assets:
Real estate owned⁶	$	729	$	—	$	—	$	729	$	—
TOTAL NONRECURRING FAIR VALUE MEASUREMENTS - ASSETS	$	729	$	—	$	—	$	729	$	—


¹	Represents the effect of legally enforceable master netting agreements that allow the FHLBank to net settle positive and negative positions and also derivative cash collateral and related accrued interest held or placed with the same clearing agent or derivative counterparty.


²	Represents debentures issued by other FHLBanks, Fannie Mae, Freddie Mac, Farm Credit, and Farmer Mac. GSE securities are not guaranteed by the U.S. government. Fannie Mae and Freddie Mac were placed into conservatorship by the Finance Agency on September 7, 2008 with the Finance Agency named as conservator.


³	See Note 17 for transactions with other FHLBanks.


⁴	Represents MBS issued by Ginnie Mae, which are guaranteed by the U.S. government.


⁵	Represents single-family and multi-family MBS issued by Fannie Mae and Freddie Mac.


⁶	Includes real estate owned written down to fair value during the quarter ended June 30, 2014 and still outstanding as of June 30, 2014.

Table ~~15.3~~

14.4

03/31/2014

Total
Level 1
Level 2
Level 3
Netting Adjustment and Cash Collateral1
Recurring fair value measurements - Assets:

Trading securities:

Commercial paper
$
49,998

$
-

$
49,998

$
-

$
-

Certificates of deposit

149,999

-

149,999

-

-

U.S. Treasury obligations

25,026

-

25,026

-

-

Government-sponsored enterprise obligations2,3

1,723,668

-

1,723,668

-

-

U.S. obligation residential MBS4

1,060

-

1,060

-

-

Government-sponsored enterprise residential MBS5

160,963

-

160,963

-

-

Total trading securities

2,110,714

-

2,110,714

-

-

Derivative assets:

Interest-rate related

22,325

-

150,408

-

(128,083)

Mortgage delivery commitments

22

-

22

-

-

Total derivative assets

22,347

-

150,430

-

(128,083)

TOTAL RECURRING FAIR VALUE MEASUREMENTS - ASSETS
$
2,133,061

$
-

$
2,261,144

$
-

$
(128,083)

Recurring fair value measurements - Liabilities:

Derivative liabilities:

Interest-rate related
$
88,186

$
-

$
391,448

$
-

$
(303,262)

Mortgage delivery commitments

232

-

232

-

-

Total derivative liabilities

88,418

-

391,680

-

(303,262)

TOTAL RECURRING FAIR VALUE MEASUREMENTS - LIABILITIES
$
88,418

$
-

$
391,680

$
-

$
(303,262)

Nonrecurring fair value measurements - Assets:

Real estate owned6
$
674

-

-

$
674

-

TOTAL NONRECURRING FAIR VALUE MEASUREMENTS - ASSETS
$
674

$
-

$
-

$
674

$
-

1Represents the effect of legally enforceable master netting agreements that allow the FHLBank to net settle positive and negative positions and also derivative cash collateral and related accrued interest held or placed with the same clearing agent or derivative counterparty.

2Represents debentures issued by other FHLBanks, Fannie Mae, Freddie Mac, Farm Credit, and Farmer Mac. GSE securities are not guaranteed by the U.S. government. Fannie Mae and Freddie Mac were placed into conservatorship by the Finance Agency on September 7, 2008 with the Finance Agency named as conservator.

3~~See Note 18 for transactions with other FHLBanks.~~

4~~Represents MBS issued by Ginnie Mae, which are guaranteed by the U.S. government.~~

5~~Represents single-family and multi-family MBS issued by Fannie Mae and Freddie Mac.~~

6~~Includes real estate owned written down to fair value during the quarter ended March 31, 2014 and still outstanding as of March 31, 2014.~~



	12/31/2013
	Total		Level 1		Level 2		Level 3		Netting Adjustment and Cash Collateral¹
Recurring fair value measurements - Assets:
Trading securities:
Certificates of deposit	$	260,009	$	—	$	260,009	$	—	$	—
U.S. Treasury obligations	25,012		—		25,012		—		—
Government-sponsored enterprise obligations^2,3	2,247,966		—		2,247,966		—		—
U.S. obligation residential MBS⁴	1,090		—		1,090		—		—
Government-sponsored enterprise residential MBS⁵	170,700		—		170,700		—		—
Total trading securities	2,704,777		—		2,704,777		—		—
Derivative assets:
Interest-rate related	27,933		—		172,782		—		(144,849		)
Mortgage delivery commitments	24		—		24		—		—
Total derivative assets	27,957		—		172,806		—		(144,849		)
TOTAL RECURRING FAIR VALUE MEASUREMENTS - ASSETS	$	2,732,734	$	—	$	2,877,583	$	—	$	(144,849	)

Recurring fair value measurements - Liabilities:
Derivative liabilities:
Interest-rate related	$	108,064	$	—	$	470,040	$	—	$	(361,976	)
Mortgage delivery commitments	289		—		289		—		—
Total derivative liabilities	108,353		—		470,329		—		(361,976		)
TOTAL RECURRING FAIR VALUE MEASUREMENTS - LIABILITIES	$	108,353	$	—	$	470,329	$	—	$	(361,976	)

Nonrecurring fair value measurements - Assets:
Held-to-maturity securities⁶:
Private-label residential MBS	$	237	$	—	$	—	$	237	$	—
Real estate owned⁷	497		—		—		497		—
TOTAL NONRECURRING FAIR VALUE MEASUREMENTS - ASSETS	$	734	$	—	$	—	$	734	$	—


¹	Represents the effect of legally enforceable master netting agreements that allow the FHLBank to net settle positive and negative positions and also derivative cash collateral and related accrued interest held or placed with the same clearing agent or derivative counterparty.


²	Represents debentures issued by other FHLBanks, Fannie Mae, Freddie Mac, Farm Credit, and Farmer Mac. GSE securities are not guaranteed by the U.S. government. Fannie Mae and Freddie Mac were placed into conservatorship by the Finance Agency on September 7, 2008 with the Finance Agency named as conservator.


³	See Note 17 for transactions with other FHLBanks.


⁴	Represents MBS issued by Ginnie Mae, which are guaranteed by the U.S. government.


⁵	Represents single-family and multi-family MBS issued by Fannie Mae and Freddie Mac.


⁶	Excludes impaired securities with carrying values less than their fair values at date of impairment.


⁷	Includes real estate owned written down to fair value during the quarter ended December 31, 2013 and still outstanding as of December 31, 2013.

~~Table of Contents~~

~~Table 15.4~~

12/31/2013

Total
Level 1
Level 2
Level 3
Netting Adjustment and Cash Collateral1
Recurring fair value measurements - Assets:

Trading securities:

Certificates of deposit
$
260,009

$
-

$
260,009

$
-

$
-

U.S. Treasury obligations

25,012

-

25,012

-

-

Government-sponsored enterprise obligations2,3

2,247,966

-

2,247,966

-

-

U.S. obligation residential MBS4

1,090

-

1,090

-

-

Government-sponsored enterprise residential MBS5

170,700

-

170,700

-

-

Total trading securities

2,704,777

-

2,704,777

-

-

Derivative assets:

Interest-rate related

27,933

-

172,782

-

(144,849)

Mortgage delivery commitments

24

-

24

-

-

Total derivative assets

27,957

-

172,806

-

(144,849)

TOTAL RECURRING FAIR VALUE MEASUREMENTS - ASSETS
$
2,732,734

$
-

$
2,877,583

$
-

$
(144,849)

Recurring fair value measurements - Liabilities:

Derivative liabilities:

Interest-rate related
$
108,064

$
-

$
470,040

$
-

$
(361,976)

Mortgage delivery commitments

289

-

289

-

-

Total derivative liabilities

108,353

-

470,329

-

(361,976)

TOTAL RECURRING FAIR VALUE MEASUREMENTS - LIABILITIES
$
108,353

$
-

$
470,329

$
-

$
(361,976)

Nonrecurring fair value measurements - Assets:

Held-to-maturity securities6:

Private-label residential MBS
$
237

$
-

$
-

$
237

$
-

Real estate owned7
$
497

-

-

$
497

-

TOTAL NONRECURRING FAIR VALUE MEASUREMENTS - ASSETS
$
734

$
-

$
-

$
734

$
-

3~~See Note 18 for transactions with other FHLBanks.~~

4~~Represents MBS issued by Ginnie Mae, which are guaranteed by the U.S. government.~~

5~~Represents single-family and multi-family MBS issued by Fannie Mae and Freddie Mac.~~

6~~Excludes impaired securities with carrying values less than their fair values at date of impairment.~~

7~~Includes real estate owned written down to fair value during the quarter ended December 31, 2013 and still outstanding as of December 31, 2013.~~

~~Table of Contents~~

NOTE 1615 – COMMITMENTS AND CONTINGENCIES

Joint and Several Liability: As provided by the Bank Act or Finance Agency regulation and as described in Note 9, consolidated obligations are backed only by the financial resources of the FHLBanks. FHLBank Topeka 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 FHLBanks. The par amounts for which FHLBank Topeka is jointly and severally liable were approximately ~~$724,858,161,000~~$769,174,697,000 and $735,906,150,000 as of ~~March 31,~~June 30, 2014 and December 31, 2013, respectively. To the extent that an 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.

The joint and several obligations are mandated by Finance Agency regulations and are not the result of arms-length transactions among the FHLBanks. As described above, the FHLBanks have no control over the amount of the guaranty or the determination of how each FHLBank would perform under the joint and several liability. Because the FHLBanks are subject to the authority of the Finance Agency as it relates to decisions involving the allocation of the joint and several liability for the FHLBank’s consolidated obligations, FHLBank Topeka regularly monitors the financial condition of the other 11 FHLBanks to determine whether it should expect a loss to arise from its joint and several obligations. If the FHLBank were to determine that a loss was probable and the amount of the loss could be reasonably estimated, the FHLBank would charge to income the amount of the expected loss. Based upon the creditworthiness of the other 11 FHLBanks as of ~~March 31,~~June 30, 2014, FHLBank Topeka has concluded that a loss accrual is not necessary at this time.

Off-balance Sheet Commitments: As of ~~March 31,~~June 30, 2014 and December 31, 2013, off-balance sheet commitments are presented in Table ~~16.1~~15.1 (in thousands):

Table ~~16.1~~

15.1

03/31/2014
12/31/2013
Notional Amount
Expire Within One Year
Expire After One Year
Total
Expire Within One Year
Expire After One Year
Total
Standby letters of credit outstanding
$
2,623,268

$
8,927

$
2,632,195

$
2,530,810

$
12,038

$
2,542,848

Standby credit facility commitments outstanding

50,000

-

50,000

50,000

-

50,000

Advance commitments outstanding

6,000

-

6,000

6,000

-

6,000

Commitments for standby bond purchases

503,749

1,120,545

1,624,294

363,777

1,293,972

1,657,749

Commitments to fund or purchase mortgage loans

68,330

-

68,330

65,620

-

65,620

Commitments to issue consolidated bonds, at par

62,500

-

62,500

75,000

-

75,000



	06/30/2014						12/31/2013
Notional Amount	Expire Within One Year		Expire After One Year		Total		Expire Within One Year		Expire After One Year		Total
Standby letters of credit outstanding	$	2,310,544	$	9,456	$	2,320,000	$	2,530,810	$	12,038	$	2,542,848
Standby credit facility commitments outstanding	50,000		—		50,000		50,000		—		50,000
Advance commitments outstanding	6,000		—		6,000		6,000		—		6,000
Commitments for standby bond purchases	753,502		842,104		1,595,606		363,777		1,293,972		1,657,749
Commitments to fund or purchase mortgage loans	78,898		—		78,898		65,620		—		65,620
Commitments to issue consolidated bonds, at par	530,000		—		530,000		75,000		—		75,000

Commitments to Extend Credit: Standby letters of credit are executed for members for a fee. A standby letter of credit is a short-term financing arrangement between the FHLBank and its member or non-member housing associate. If the FHLBank is required to make payment for a beneficiary’s draw, these amounts are converted into a collateralized advance to the member. As of ~~March 31,~~June 30, 2014, ~~and~~outstanding standby letters of credit had original terms of 8 days to 10 years with a final expiration in 2020. As of December 31, 2013, outstanding standby letters of credit had original terms of 7 days to 10 years with a final expiration in 2020. Unearned fees as well as the value of the guarantees related to standby letters of credit are recorded in other liabilities and amounted to ~~$855,000~~$837,000 and $996,000 as of ~~March 31,~~June 30, 2014 and December 31, 2013, respectively. Standby letters of credit are fully collateralized with assets allowed by the FHLBank’s ~~MPP.~~Member Products Policy (MPP). Standby credit facility (SCF) commitments legally bind and unconditionally obligate the FHLBank for additional advances to stockholders. These commitments are executed for members for a fee and are for terms of up to one year. Unearned fees are recorded in other liabilities and amounted to ~~$29,000~~$14,000 and $45,000 as of ~~March 31,~~June 30, 2014 and December 31, 2013, respectively. Advance commitments legally bind and unconditionally obligate the FHLBank for additional advances up to 24 months in the future. Based upon management’s credit analysis of members and collateral requirements under the MPP, the FHLBank does not expect to incur any credit losses on the letters of credit, SCF commitments or advance commitments.

~~Table of Contents~~

Standby Bond-Purchase Agreements: The FHLBank has entered into standby bond purchase agreements with state housing authorities whereby the FHLBank, for a fee, agrees to purchase and hold the authorities’ bonds until the designated marketing agent can find a suitable investor or the housing authority repurchases the bond according to a schedule established by the standby agreement. Each standby agreement dictates the specific terms that would require the FHLBank to purchase the bond. The bond purchase commitments

entered into by the FHLBank expire no later than 2016, though some are renewable at the option of the FHLBank. As of ~~March 31,~~June 30, 2014 and December 31, 2013, the total commitments for bond purchases were with two in-district and one out-of-district state housing authorities as well as aone participation interest in a standby bond purchase agreement between another FHLBank and a state housing authority in its district. The FHLBank was not required to purchase any bonds under any agreements during the ~~three-month periods~~three and six months ended ~~March 31,~~June 30, 2014 and 2013.

Commitments to Fund or Purchase Mortgage Loans: These commitments that unconditionally obligate the FHLBank to fund/purchase mortgage loans from participating FHLBank Topeka members in the MPF Program are generally for periods not to exceed 60 calendar days. Certain commitments are recorded as derivatives at their fair values on the Statements of Condition. The FHLBank recorded mortgage delivery commitment net derivative asset (liability) balances of ~~$ (210,000)~~$456,000 and $(265,000) as of ~~March 31,~~June 30, 2014 and December 31, 2013, respectively.

NOTE 1716 – TRANSACTIONS WITH STOCKHOLDERS

The FHLBank is a cooperative whose members own the capital stock of the FHLBank and generally receive dividends on their investments. In addition, certain former members that still have outstanding transactions are also required to maintain their investments in FHLBank capital stock until the transactions mature or are paid off. Nearly all outstanding advances are with current members, and the majority of outstanding mortgage loans held for portfolio were purchased from current or former members. The FHLBank also maintains demand deposit accounts for members primarily to facilitate settlement activities that are directly related to advances and mortgage loan purchases.

Transactions with members are entered into in the ordinary course of business. In instances where members also have officers or directors who are directors of the FHLBank, transactions with those members are subject to the same eligibility and credit criteria, as well as the same terms and conditions, as other transactions with members. For financial reporting and disclosure purposes, the FHLBank defines related parties as FHLBank directors’ financial institutions and members with capital stock investments in excess of 10 percent of the FHLBank’s total regulatory capital stock outstanding, which includes mandatorily redeemable capital stock.

Activity with Members that Exceed a 10 Percent Ownership in FHLBank Capital Stock:Tables ~~17.1~~16.1 and ~~17.2~~16.2 present information as of ~~March 31,~~June 30, 2014 and December 31, 2013 on members that owned more than 10 percent of outstanding FHLBank regulatory capital stock in 2014 or 2013 (amounts in thousands). None of the officers or directors of these members currently serve on the FHLBank’s board of directors.

Table ~~17.1~~

16.1

03/31/2014
Member Name
State
Total Class A Stock Par Value
Percent of Total Class A
Total Class B Stock Par Value
Percent of Total Class B
Total Capital Stock Par Value
Percent of Total Capital Stock
Capitol Federal Savings Bank
KS
$
1,300

0.3
%
$
124,530

16.5
%
$
125,830

10.8
%
MidFirst Bank
OK

500

0.1

123,854

16.4

124,354

10.6

TOTAL

$
1,800

0.4
%
$
248,384

32.9
%
$
250,184

21.4
%



06/30/2014
Member Name	State	Total Class A Stock Par Value		Percent of Total Class A		Total Class B Stock Par Value		Percent of Total Class B		Total Capital Stock Par Value		Percent of Total Capital Stock
Capitol Federal Savings Bank	KS	$	500	0.3	%	$	112,376	15.5	%	$	112,876	12.8	%
MidFirst Bank	OK	500		0.3		100,352		13.9		100,852		11.4
TOTAL		$	1,000	0.6	%	$	212,728	29.4	%	$	213,728	24.2	%

Table ~~of Contents~~

16.2

~~Table 17.2~~



12/31/2013
Member Name	State	Total Class A Stock Par Value		Percent of Total Class A		Total Class B Stock Par Value		Percent of Total Class B		Total Capital Stock Par Value		Percent of Total Capital Stock
MidFirst Bank	OK	$	500	0.1	%	$	136,870	16.7	%	$	137,370	10.9	%
Capitol Federal Savings Bank	KS	2,100		0.5		126,995		15.4		129,095		10.3
TOTAL		$	2,600	0.6	%	$	263,865	32.1	%	$	266,465	21.2	%

Advance and deposit balances with members that owned more than 10 percent of outstanding FHLBank regulatory capital stock as of ~~March 31,~~June 30, 2014 and December 31, 2013 are summarized in Table ~~17.3~~16.3 (amounts in thousands).

Table ~~17.3~~

16.3

03/31/2014
12/31/2013
03/31/2014
12/31/2013
Member Name
Outstanding Advances
Percent of Total
Outstanding Advances
Percent of Total
Outstanding Deposits
Percent of Total
Outstanding Deposits
Percent of Total
Capitol Federal Savings Bank
$
2,475,000

15.5
%
$
2,525,000

14.7
%
$
503

0.0
%
$
611

0.1
%
MidFirst Bank

2,458,000

15.5

2,720,000

15.8

885

0.1

538

0.1

TOTAL
$
4,933,000

31.0
%
$
5,245,000

30.5
%
$
1,388

0.1
%
$
1,149

0.2
%



	06/30/2014				12/31/2013				06/30/2014				12/31/2013
Member Name	Outstanding Advances		Percent of Total		Outstanding Advances		Percent of Total		Outstanding Deposits		Percent of Total		Outstanding Deposits		Percent of Total
Capitol Federal Savings Bank	$	2,475,000	14.3	%	$	2,525,000	14.7	%	$	518	0.1	%	$	611	0.1	%
MidFirst Bank	2,206,000		12.8		2,720,000		15.8		483		0.1		538		0.1
TOTAL	$	4,681,000	27.1	%	$	5,245,000	30.5	%	$	1,001	0.2	%	$	1,149	0.2	%

MidFirst Bank and Capitol Federal Savings Bank did not sell any mortgage loans into the MPF Program during the ~~three-month periods~~three and six months ended ~~March 31,~~June 30, 2014 and 2013.

Transactions with FHLBank Directors’ Financial Institutions:Table ~~17.4~~16.4 presents information as of ~~March 31,~~June 30, 2014 and December 31, 2013 for members that had an officer or director serving on the FHLBank’s board of directors in 2014 or 2013 (amounts in thousands). Information is only ~~listed~~included for the period in which the officer or director served on the FHLBank’s board of directors. Capital stock listed is regulatory capital stock, which includes mandatorily redeemable capital stock.

Table ~~17.4~~

16.4

March 31, 2014
December 31, 2013

Outstanding Amount
Percent of Total
Outstanding Amount
Percent of Total
Advances
$
175,815

1.1
%
$
203,310

1.2
%

Deposits
$
7,686

0.8
%
$
6,220

0.6
%

Class A Common Stock
$
10,038

2.4
%
$
9,380

2.1
%
Class B Common Stock

6,252

0.8

8,332

1.0

TOTAL CAPITAL STOCK
$
16,290

1.4
%
$
17,712

1.4
%



	06/30/2014				12/31/2013
	Outstanding Amount		Percent of Total		Outstanding Amount		Percent of Total
Advances	$	198,495	1.2	%	$	203,310	1.2	%

Deposits	$	8,400	1.1	%	$	6,220	0.6	%

Class A Common Stock	$	3,672	2.3	%	$	9,380	2.1	%
Class B Common Stock	6,232		0.9		8,332		1.0
TOTAL CAPITAL STOCK	$	9,904	1.1	%	$	17,712	1.4	%

Table ~~17.5~~16.5 presents mortgage loans acquired during the ~~three-month periods~~three and six months ended ~~March 31,~~June 30, 2014 and 2013 for members that had an officer or director serving on the FHLBank’s board of directors in 2014 or 2013 (amounts in thousands).

Table ~~17.5~~

16.5

Three-month Period Ended
March 31, 2014
March 31, 2013
Mortgage Loans Acquired
Percent of Total
Mortgage Loans Acquired
Percent of Total
$
13,167

6.7
%
$
21,650

5.5
%



	Three Months Ended								Six Months Ended
	06/30/2014				06/30/2013				06/30/2014				06/30/2013
	Amount		Percent of Total		Amount		Percent of Total		Amount		Percent of Total		Amount		Percent of Total
Mortgage loans acquired	$	27,987	9.7	%	$	19,442	5.2	%	$	41,154	8.5	%	$	41,092	5.4	%

~~Table of Contents~~

NOTE 1817 – TRANSACTIONS WITH OTHER FHLBANKS

FHLBank Topeka had the following business transactions with other FHLBanks during the ~~three-month periods~~three and six months ended ~~March 31,~~June 30, 2014 and 2013 as presented in Table ~~18.1~~17.1 (in thousands). All transactions occurred at market prices.

Table ~~18.1~~

17.1

Three-month Period Ended
Business Activity
03/31/2014
03/31/2013
Average overnight interbank loan balances to other FHLBanks1
$
678

$
56

Average overnight interbank loan balances from other FHLBanks1

444

4,333

Average deposit balances with FHLBank of Chicago for interbank transactions2

575

2,514

Transaction charges paid to FHLBank of Chicago for transaction service fees3

791

776

Par amount of purchases of consolidated obligations issued on behalf of other FHLBanks4

-

45,000



	Three Months Ended				Six Months Ended
Business Activity	06/30/2014		06/30/2013		06/30/2014		06/30/2013
Average overnight interbank loan balances to other FHLBanks¹	$	2,308	$	2,099	$	1,497	$	1,083
Average overnight interbank loan balances from other FHLBanks¹	—		5,220		221		4,779
Average deposit balances with FHLBank of Chicago for interbank transactions²	535		2,697		555		2,606
Transaction charges paid to FHLBank of Chicago for transaction service fees³	807		783		1,598		1,559
Par amount of purchases of consolidated obligations issued on behalf of other FHLBanks⁴	—		—		—		45,000

_________

1Occasionally, the FHLBank loans (or borrows) short-term funds to (from) other FHLBanks. Interest income on loans to other FHLBanks is included in Other Interest Income and interest expense on borrowings from other FHLBanks is included in Other Interest Expense on the Statements of Income.

2~~Balances are interest bearing and are classified on the Statements of Condition as interest-bearing deposits.~~

3Fees are calculated monthly based on 5.5 basis points per annum of outstanding loans originated since January 1, 2010 and are recorded in other expense. For outstanding loans originated since January 1, 2004 and through December 31, 2009, fees are calculated monthly based on 5.0 basis points per annum.

4Purchases of consolidated obligations issued on behalf of one FHLBank and purchased by the FHLBank occur at market prices with third parties and are accounted for in the same manner as similarly classified investments. Outstanding fair value balances totaling $227,320,000 and $260,318,000 as of March 31, 2014 and December 31, 2013, respectively, are included in the non-MBS GSE obligations totals presented in Note 3. Interest income earned on these securities totaled $2,261,000 and $1,414,000 for the three-month periods ended March 31, 2014 and 2013, respectively.


¹	Occasionally, the FHLBank loans (or borrows) short-term funds to (from) other FHLBanks. Interest income on loans to other FHLBanks is included in Other Interest Income and interest expense on borrowings from other FHLBanks is included in Other Interest Expense on the Statements of Income.


²	Balances are interest bearing and are classified on the Statements of Condition as interest-bearing deposits.


³	Fees are calculated monthly based on 5.5 basis points per annum of outstanding loans originated since January 1, 2010 and are recorded in other expense. For outstanding loans originated since January 1, 2004 and through December 31, 2009, fees are calculated monthly based on 5.0 basis points per annum.

⁴

Purchases of consolidated obligations issued on behalf of one FHLBank and purchased by the FHLBank occur at market prices with third parties and are accounted for in the same manner as similarly classified investments. Outstanding fair value balances totaling $229,109,000 and $260,318,000 as of June 30, 2014 and December 31, 2013, respectively, are included in the non-MBS GSE obligations totals presented in Note 3. Interest income earned on these securities totaled $2,253,000 and $1,418,000 for the three months ended June 30, 2014 and 2013, respectively, and $4,514,000 and $2,832,000 for the six months ended June 30, 2014 and 2013, respectively.

~~Table of Contents~~

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

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to assist the reader in understanding our business and assessing our operations both historically and prospectively. This discussion should be read in conjunction with our interim financial statements and related notes presented under Part I Item 1 of this quarterly report on Form 10-Q and the annual report on Form 10-K for the year ended December 31, 2013, which includes audited financial statements and related notes for the year ended December 31, 2013. Our MD&A includes the following sections:

~~Executive Level Overview – a general description of our business and financial highlights;~~

~~Financial Market Trends – a discussion of current trends in the financial markets and overall economic environment, including the related impact on our operations;~~

~~Critical Accounting Policies and Estimates – a discussion of accounting policies that require critical estimates and assumptions;~~

~~Results of Operations – an analysis of our operating results, including disclosures about the sustainability of our earnings;~~

~~Financial Condition – an analysis of our financial position;~~

~~Liquidity and Capital Resources – an analysis of our cash flows and capital position;~~

~~Risk Management – a discussion of our risk management strategies;~~

~~Recently Issued Accounting Standards; and~~

~~Recent Regulatory and Legislative Developments.~~

Executive Level Overview

– a general description of our business and financial highlights;

Financial Market Trends – a discussion of current trends in the financial markets and overall economic environment, including the related impact on our operations;

Critical Accounting Policies and Estimates – a discussion of accounting policies that require critical estimates and assumptions;

Results of Operations – an analysis of our operating results, including disclosures about the sustainability of our earnings;

Financial Condition – an analysis of our financial position;

Liquidity and Capital Resources – an analysis of our cash flows and capital position;

Risk Management – a discussion of our risk management strategies;

Recently Issued Accounting Standards; and

Recent Regulatory and Legislative Developments.

Executive Level Overview

We are a regional wholesale bank that makes advances (loans) to, purchases mortgages from, and provides limited other financial services to our member institutions. We are one of 12 district FHLBanks which, together with the Office of Finance, a joint office of the FHLBanks, make up the FHLBank System. 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 FHLBanks are supervised and regulated by the Finance Agency, an independent agency in the executive branch of the U.S. government. The Finance Agency’s mission is to ensure that the housing GSEs 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.

Our primary funding source is consolidated obligations issued through the FHLBanks’ Office of Finance. The Office of Finance is a joint office of the FHLBanks that facilitates the issuance and servicing of the consolidated obligations. The Finance Agency and the U.S. Secretary of the Treasury oversee the issuance of FHLBank debt through the Office of Finance. Consolidated obligations are debt instruments that constitute the joint and several obligations of all FHLBanks. Although consolidated obligations are not obligations of, nor guaranteed by, the U.S. government, the capital markets have traditionally considered the FHLBanks’ consolidated obligations as “Federal agency” debt. As a result, the FHLBanks have traditionally had ready access to funding at relatively favorable spreads to U.S. Treasuries. Additional funds are provided by deposits (received from both member and non-member financial institutions), other borrowings, and the issuance of capital stock.

We serve eligible financial institutions in Colorado, Kansas, Nebraska, and Oklahoma (collectively, the Tenth District of the FHLBank System). Initially, members are required to purchase shares of Class A Common Stock based on the member’s total assets. Each member may be required to purchase activity-based capital stock (Class B Common Stock) as it engages in certain business activities with the FHLBank, including advances and Acquired Member Assets (AMA), at levels determined by management with the Board of Director’s approval and within the ranges stipulated in the Capital Stock Plan. Currently, our capital increases when members are required to purchase additional capital stock in the form of Class B Common Stock to support an increase in advance borrowings. In the past, capital stock also increased when members sold additional mortgage loans to us; however, members are no longer required to purchase capital stock for AMA activity (former members previously required to purchase AMA activity-based stock are subject to the prior requirement as long as there are unpaid principal balances outstanding). At our discretion, we may repurchase excess Class B Common Stock if there is a decline in a member’s advances. We believe it is important to manage our business and the associated risks so that we can always strive to meet the following objectives: (1) achieve our liquidity, housing finance and community development missions by meeting member credit needs by offering advances, supporting residential mortgage lending through the MPF Program and through other products; (2) repurchase excess capital stock in order to appropriately manage the size of our balance sheet; and (3) pay appropriate dividends.

~~Table of Contents~~

Table 1 presents Selected Financial Data for the periods indicated (dollar amounts in thousands):

Table 1

03/31/2014
12/31/2013
09/30/2013
06/30/2013
03/31/2013
Statement of Condition (as of period end):

Total assets
$
32,099,092

$
33,950,304

$
36,144,769

$
35,708,766

$
33,958,134

Investments1

9,524,184

8,704,552

10,328,938

10,720,934

10,225,440

Advances

16,112,925

17,425,487

18,805,283

18,817,468

17,581,906

Mortgage loans, net2

5,984,655

5,949,480

5,912,377

5,958,984

5,923,911

Total liabilities

30,369,008

32,149,084

34,331,505

33,808,148

32,139,181

Deposits

1,020,230

961,888

757,216

918,360

1,346,535

Consolidated obligation bonds, net3

19,765,733

20,056,964

21,055,434

20,866,135

21,319,639

Consolidated obligation discount notes, net3

9,356,707

10,889,565

12,185,294

11,621,564

9,204,351

Total consolidated obligations, net3

29,122,440

30,946,529

33,240,728

32,487,699

30,523,990

Mandatorily redeemable capital stock

4,641

4,764

5,184

5,410

4,979

Total capital

1,730,084

1,801,220

1,813,264

1,900,618

1,818,953

Capital stock

1,165,809

1,252,249

1,295,669

1,404,501

1,344,456

Total retained earnings

581,425

567,332

538,650

518,306

498,172

Accumulated other comprehensive income (loss) (AOCI)

(17,150)

(18,361)

(21,055)

(22,189)

(23,675)

Statement of Income (for the quarterly period ended):

Net interest income

54,494

59,125

54,546

52,018

52,084

Provision (reversal) for credit losses on mortgage loans

295

(135)

530

(416)

1,947

Other income (loss)

(16,673)

(3,239)

(9,831)

(7,274)

(10,474)

Other expenses

12,784

14,934

12,430

13,123

12,275

Income before assessments

24,742

41,087

31,755

32,037

27,388

Affordable Housing Program (AHP) assessments

2,475

4,109

3,176

3,204

2,740

Net income

22,267

36,978

28,579

28,833

24,648

Selected Financial Ratios and Other Financial Data (for the quarterly period ended):

Dividends paid in cash4

79

77

73

73

68

Dividends paid in stock4

8,095

8,219

8,162

8,626

7,690

Weighted average dividend rate5

2.60
%

2.51
%

2.31
%

2.48
%

2.39
%
Dividend payout ratio6

36.71
%

22.43
%

28.81
%

30.17
%

31.48
%
Return on average equity

4.91
%

7.94
%

5.87
%

6.10
%

5.57
%
Return on average assets

0.27
%

0.40
%

0.31
%

0.32
%

0.29
%
Average equity to average assets

5.57
%

5.09
%

5.37
%

5.31
%

5.21
%
Net interest margin7

0.67
%

0.65
%

0.60
%

0.59
%

0.62
%
Total capital ratio8

5.39
%

5.31
%

5.02
%

5.32
%

5.36
%
Regulatory capital ratio9

5.46
%

5.37
%

5.09
%

5.40
%

5.44
%
Ratio of earnings to fixed charges10

1.48

1.80

1.58

1.55

1.45



	06/30/2014			03/31/2014			12/31/2013			09/30/2013			06/30/2013
Statement of Condition (as of period end):
Total assets	$	33,320,873		$	32,099,092		$	33,950,304		$	36,144,769		$	35,708,766
Investments¹	8,774,310			9,524,184			8,704,552			10,328,938			10,720,934
Advances	17,449,516			16,112,925			17,425,487			18,805,283			18,817,468
Mortgage loans, net²	6,090,846			5,984,655			5,949,480			5,912,377			5,958,984
Total liabilities	31,859,399			30,369,008			32,149,084			34,331,505			33,808,148
Deposits	776,902			1,020,230			961,888			757,216			918,360
Consolidated obligation bonds, net³	19,405,969			19,765,733			20,056,964			21,055,434			20,866,135
Consolidated obligation discount notes, net³	11,462,971			9,356,707			10,889,565			12,185,294			11,621,564
Total consolidated obligations, net³	30,868,940			29,122,440			30,946,529			33,240,728			32,487,699
Mandatorily redeemable capital stock	4,519			4,641			4,764			5,184			5,410
Total capital	1,461,474			1,730,084			1,801,220			1,813,264			1,900,618
Capital stock	877,592			1,165,809			1,252,249			1,295,669			1,404,501
Total retained earnings	599,999			581,425			567,332			538,650			518,306
Accumulated other comprehensive income (loss)	(16,117		)	(17,150		)	(18,361		)	(21,055		)	(22,189		)
Statement of Income (for the quarterly period ended):
Net interest income	56,299			54,494			59,125			54,546			52,018
Provision (reversal) for credit losses on mortgage loans	(2,109		)	295			(135		)	530			(416		)
Other income (loss)	(13,153		)	(16,673		)	(3,239		)	(9,831		)	(7,274		)
Other expenses	13,498			12,784			14,934			12,430			13,123
Income before assessments	31,757			24,742			41,087			31,755			32,037
AHP assessments	3,177			2,475			4,109			3,176			3,204
Net income	28,580			22,267			36,978			28,579			28,833
Selected Financial Ratios and Other Financial Data (for the quarterly period ended):
Dividends paid in cash⁴	71			79			77			73			73
Dividends paid in stock⁴	9,935			8,095			8,219			8,162			8,626
Weighted average dividend rate⁵	4.22		%	2.60		%	2.51		%	2.31		%	2.48		%
Dividend payout ratio⁶	35.01		%	36.71		%	22.43		%	28.81		%	30.17		%
Return on average equity	7.48		%	4.91		%	7.94		%	5.87		%	6.10		%
Return on average assets	0.35		%	0.27		%	0.40		%	0.31		%	0.32		%
Average equity to average assets	4.69		%	5.57		%	5.09		%	5.37		%	5.31		%
Net interest margin⁷	0.69		%	0.67		%	0.65		%	0.60		%	0.59		%
Total capital ratio⁸	4.39		%	5.39		%	5.31		%	5.02		%	5.32		%
Regulatory capital ratio⁹	4.45		%	5.46		%	5.37		%	5.09		%	5.40		%
Ratio of earnings to fixed charges¹⁰	1.64			1.48			1.80			1.58			1.55


¹	Includes trading securities, held-to-maturity securities, interest-bearing deposits, securities purchased under agreements to resell and Federal funds sold.


²	The allowance for credit losses on mortgage loans was $4,658,000, $6,877,000, $6,748,000, ~~6,891,000, 6,590,000~~$6,891,000 and ~~7,086,000~~$6,590,000 as of June 30, 2014, March 31, 2014, December 31, 2013, September 30, 2013 and June 30, 2013, ~~and March 31, 2013,~~ respectively.


³	Consolidated obligations are bonds and discount notes that we are primarily liable to repay. See Note 915 to the financial statements for a description of the total consolidated obligations of all 12 FHLBanks for which we are jointly and severally ~~liable under the requirements of the Finance Agency which governs the issuance of debt for the 12 FHLBanks.~~ liable.

⁴

Dividends reclassified as interest expense on mandatorily redeemable capital stock and not included as dividends recorded in accordance with ~~accounting principles generally accepted in the United States of America (GAAP)~~GAAP were $12,000, $4,000, $6,000, $6,000 ~~$7,000~~ and ~~$6,000~~$7,000 for the quarters ended June 30, 2014, March 31, 2014, December 31, 2013, September 30, 2013 and June 30, 2013, ~~and March 31, 2013,~~ respectively.


⁵	Dividends paid in cash and stock on both classes of stock as a percentage of average capital stock eligible for dividends.


⁶	Ratio disclosed represents dividends declared and paid during the year as a percentage of net income for the period presented, although the Finance Agency regulation requires dividends be paid out of known income prior to declaration date.


⁷	Net interest income as a percentage of average earning assets.


⁸	GAAP capital stock, which excludes mandatorily redeemable capital stock, plus retained earnings and AOCI as a percentage of total assets.


⁹	Regulatory capital (i.e., permanent capital and Class A capital stock) as a percentage of total assets.


¹⁰	Total earnings divided by fixed charges (interest expense including amortization/accretion of premiums, discounts and capitalized expenses related to indebtedness).

~~Table of Contents~~

Net income for the quarter ended ~~March 31,~~June 30, 2014 was ~~$22.3~~$28.6 million compared to ~~$24.6~~$28.8 million for the quarter ended ~~March 31,~~June 30, 2013. The ~~$2.3 million~~slight decrease was due to a ~~$10.9~~$21.9 million increase in net losses ~~from derivative~~on derivatives and hedging activities, partially offset by a ~~$4.4~~$15.5 million decrease in net losses on trading securities, a ~~$2.4~~$4.3 million increase in net interest income before provision/reversal for loan loss, and ana $1.7 million decrease in the ~~provision~~provision/reversal for loan ~~losses.~~loss. Net income for the six months ended June 30, 2014 was $50.8 million compared to $53.5 million for the six months ended June 30, 2013. The $2.7 million decrease was due to a $32.8 million increase in net losses on derivatives and hedging activities, partially offset by a $19.9 million decrease in net losses on trading securities, a $6.7 million increase in net interest income before provision/reversal for loan loss, and a $3.3 million decrease in the provision/reversal for loan loss. The increase in net losses ~~from derivative~~on derivatives and hedging activities ~~for the quarter ended March 31, 2014~~ was primarily a result of a ~~sizable~~ decline in the fair value of interest rate caps due to interest rate fluctuations, compared to a ~~slight~~ gain in the fair value of the caps reported for the ~~quarter ended March 31, 2013. The decrease in net loss~~prior year period. Losses on trading securities, ~~during~~primarily swapped securities, declined between periods, which reduced the ~~current quarter compared to~~negative impact of the ~~prior year quarter was due primarily to fair value fluctuations caused by the interplay between interest rates~~net losses on derivatives and ~~the remaining term of these securities.~~hedging activities. The increase in net interest income ~~is the result of:~~before provision/reversal for loan loss between periods was due primarily to: (1) a decrease in the overall cost of borrowing compared to the prior ~~year as some relatively high-rate debt matured or was called in late 2013;~~year; and (2) ~~a 16 basis point~~an increase in the average yield on mortgage loans. ~~These factors resulted~~The decrease in ~~an increase~~provision for loan loss was a result of continued improvement in the ~~net interest margin~~housing market along with refinements to our allowance for ~~the first quarter of 2014 to 0.67 percent, compared to 0.62 percent for the same period in 2013.~~credit loss methodology. Detailed discussion relating to the fluctuations in net interest income, net gain (loss) on derivatives and hedging activities, and net gain (loss) on trading securities can be found under this Item 2 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations.”

Total assets decreased ~~$1.9~~$0.6 billion, or ~~5.5~~1.9 percent, from December 31, 2013 to ~~March 31,~~June 30, 2014. This decrease was due to a ~~$1.3~~$1.2 billion, or ~~7.5 percent, decrease in advances and a $0.8 billion, or 10.1~~15.0 percent, decrease in investment securities, partially offset by a net $0.3 billion increase in cash and investments with overnight ~~maturities. The majority of the decrease~~maturities and a $0.1 billion, or 2.4 percent, increase in ~~advances was in our line of credit portfolio, and was generally due to memberscontinuing to maintain higher levels of balance sheet liquidity, which decreases the need for advances.~~mortgage loans. The decrease in investment securities is due to paydowns and maturities that were not reinvested, as part of the balance sheet initiative described in greater detail below.

The increase in mortgage loans was largely a result of growth in the level of loans funded under the MPF program relative to the level of prepayments. Additionally, the number of selling PFIs increased during the quarter.

Total liabilities decreased ~~$1.8~~$0.3 billion, or ~~5.5~~0.9 percent, from December 31, 2013 to ~~March 31,~~June 30, 2014. This decrease was primarily due to a ~~$1.5~~$0.7 billion decrease in consolidated obligation bonds and a $0.2 billion decrease in deposits, which were partially offset by a $0.6 billion increase in consolidated obligation discount notes. The decrease in ~~discount notes~~bonds from December 31, 2013 to ~~March 31,~~June 30, 2014 was primarily a result of ~~a decrease~~replacing $0.4 billion of unswapped callable bonds with discount notes. The increase in discount notes was also the result of an increase in our line of credit product balance and short-term advances, which are generally funded by discount notes. For additional information, see Item 2 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Financial Condition.”

The Class A dividend rate increased from 0.25 to 1.00 percent and the Class B dividend rate increased from 4.00 to ~~4.0~~5.00 percent in the ~~first~~second quarter of ~~2014, while the Class A dividend rate remained unchanged.~~2014. Changes in the weighted average dividend rates over the periods ended ~~March 31,~~June 30, 2014 ~~(2.60~~(4.22 percent) and 2013 ~~(2.39~~(2.48 percent) occurred primarily due to the ~~Class B~~ dividend rate ~~increase, which was partially offset by changes~~increases and a reduction in ~~the mix of~~ Class A ~~and Class B stock. Factors~~stock due to excess stock repurchases under our current capital management practices. Other factors impacting the stock class mix and average dividend rates include: (1) a reduction in our activity stock (Class B) requirement for AMA in the third quarter of 2013; (2) a reduction in our activity stock (Class B) requirement for advances in the second quarter of 2014; (3) weekly exchanges of excess Class B stock to Class A; and ~~(3)~~(4) periodic repurchases of excess Class A stock.

Our ~~balance sheet management strategies~~strategic business plan for the period of 2014-2016 ~~will focus~~included balance sheet management strategies focusing on improving our core mission asset ratios and include the establishment of benchmark ratios of: (1) advances to consolidated obligations (Tier 1 ratio); and (2) advances plus AMA to consolidated obligations (Tier 2 ratio) (see further discussion of these benchmark ratios under Item 1A – Risk Factors” in our annual report on Form 10-K, incorporated by reference herein). Benchmarks established for 2014 will likely entail a reduced allocation to MBS, money market, and other investments over time through paydowns and maturities, but without the sale of any assets. We ~~are also changing~~changed our management of capital levels, including a reduction in our activity-based stock purchase requirement (see ~~“Financial Condition~~“Liquidity and Capital Resources – Capital” under this Item 2), establishing periodic repurchases of excess stock and increasing our dividend payout ratio among other practices, while maintaining sufficient levels of liquidity to fulfill our mission.

~~Table of Contents~~

Financial Market Trends

The primary external factors that affect net interest income are market interest rates and the general state of the economy.

General discussion of the level of market interest rates:

Table 2 presents selected market interest rates as of the dates or for the periods shown.

Table 2

Market Instrument
03/31/2014
Three-month
Average
03/31/2013
Three-month
Average
03/31/2014
Ending Rate
12/31/2013
Ending Rate
03/31/2013
Ending Rate
Overnight Federal funds effective/target rate1

0.07
%

0.14
%

0.0 to 0.25
%

0.0 to 0.25
%

0.0 to 0.25
%
Federal Open Market Committee (FOMC) target rate for overnight Federal funds1

0.0 to 0.25

0.0 to 0.25

0.0 to 0.25

0.0 to 0.25

0.0 to 0.25

3-month U.S. Treasury bill1

0.04

0.08

0.03

0.07

0.07

3-month LIBOR1

0.24

0.29

0.23

0.25

0.28

2-year U.S. Treasury note1

0.36

0.25

0.43

0.38

0.24

5-year U.S. Treasury note1

1.59

0.81

1.74

1.73

0.77

10-year U.S. Treasury note1

2.76

1.93

2.73

3.00

1.85

30-year residential mortgage note rate2

4.54

3.72

4.56

4.72

3.76



	06/30/2014		06/30/2013		06/30/2014		06/30/2013
Market Instrument	Three-month		Three-month		Six-month		Six-month		06/30/2014	12/31/2013	06/30/2013
Market Instrument	Average		Average		Average		Average		Ending Rate	Ending Rate	Ending Rate
Overnight Federal funds effective/target rate¹	0.09	%	0.12	%	0.08	%	0.13	%	0.0 to 0.25%	0.0 to 0.25%	0.0 to 0.25%
Federal Open Market Committee (FOMC) target rate for overnight Federal funds¹	0.0 to 0.25		0.0 to 0.25		0.0 to 0.25		0.0 to 0.25		0.0 to 0.25	0.0 to 0.25	0.0 to 0.25
3-month U.S. Treasury bill¹	0.03		0.05		0.04		0.06		0.02	0.07	0.03
3-month LIBOR¹	0.23		0.28		0.23		0.28		0.23	0.25	0.27
2-year U.S. Treasury note¹	0.41		0.26		0.38		0.26		0.46	0.38	0.36
5-year U.S. Treasury note¹	1.65		0.90		1.62		0.86		1.63	1.73	1.40
10-year U.S. Treasury note¹	2.61		1.97		2.69		1.95		2.52	3.00	2.49
30-year residential mortgage note rate²	4.39		3.92		4.46		3.82		4.28	4.72	4.58

1
¹	Source is Bloomberg (overnight Federal funds rate is the effective rate for the averages and the target rate for the ending rates).


²	Mortgage Bankers Association weekly 30-year fixed rate mortgage contract rate obtained from Bloomberg.

In ~~March~~July 2014, the Federal Open Market Committee (FOMC) ~~reduced~~announced that they would reduce asset purchases from $35 billion per month to $25 billion per month beginning in August. The Committee is maintaining its existing policy of reinvesting principal payments from its holdings of Agency debt and Agency MBS and of rolling over maturing Treasury securities at auction. The additional reduction in asset purchases was supported by ~~$10 billion a month and reiterated that other policy tools would be employed as appropriate, until~~strength in the overall economy, which supports continued improvement in the outlook for the labor ~~market had improved substantially in a context of price stability.~~market. However, the FOMC acknowledged fiscal policy is restraining economic growth, but the extent of the impact is lessening. Minutes from the June meeting indicated that ~~other economic conditions besides unemployment and inflation may warrant continued accommodative monetary policy, which means a continued low target for~~ the ~~Federal funds rate. The FOMC has stated and reiterated that there is no set schedule, and that speed and timing of asset purchase reductions~~quantitative easing program would ~~be data dependent, but market participants generally expect asset repurchases to~~ end in ~~the second half~~October 2014, but gave no indication of ~~2014 and~~when an increase in the Federal funds rate would occur, although market participants generally expect an increase as early as 2015. The 5-FOMC has indicated that a lower than normal target rate may be necessary for an extended period of time, depending on a broad range of economic indicators. However, the rates on U.S. Treasuries and ~~10-year Treasury rates rose upon~~Agency MBS are expected to increase once the ~~release of this information.~~Federal Reserve is no longer making those purchases. We issue debt at a spread above U.S. Treasury securities, so higher interest rates increase the cost of issuing FHLBank consolidated obligations and increase the cost of advances to our members and housing associates.

The market volatility that started in the last half of 2013 began to subside in late 2013 and early 2014 ~~which~~and has positively impacted demand for our longer-term debt, despite investors still being somewhat cautious about bond purchases due to the possibility of continued increases in market rates. Dealers also remain reluctant to hold significant inventories of new longer-term bullet and callable Agency debt as a result of losses incurred on debt inventories in 2013, but they continue to facilitate debt placement. The spread over U.S. Treasuries at which we can issue longer-term bullet and callable bonds has narrowed from what we experienced in 2013 due to the aforementioned market correction. We fund a large portion of our fixed rate mortgage assets and some fixed rate advances with callable bonds. For further discussion see this Item 2 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Financial Condition – Consolidated Obligations.”

Other factors impacting FHLBank consolidated obligations:

Investors continue to view FHLBank consolidated obligations as carrying a relatively strong credit profile. Historically our strong credit profile has resulted in steady investor demand for FHLBank discount notes and short-term bonds, which allowed the overall cost to issue short-term consolidated obligations to remain relatively low throughout the first ~~quarter~~half of 2014. The U.S. government reached an agreement to suspend the nation's borrowing limit through March 15, 2015; therefore, concerns over the federal debt ceiling limit, which could result in increased liquidity concerns for market participants, ~~and a move back into cash or other short-term investments,~~ have ~~been temporarily delayed.~~

eased.

~~Table of Contents~~

Critical Accounting Policies and Estimates

The preparation of our financial statements in accordance with GAAP requires management to make a number of judgments and assumptions that affect our reported results and disclosures. Several of our accounting policies are inherently subject to valuation assumptions and other subjective assessments and are more critical than others in terms of their importance to results. These assumptions and assessments include the following:

~~Accounting related to derivatives;~~

~~Fair value determinations;~~

Accounting related to derivatives;

~~Accounting for OTTI of investments;~~

Fair value determinations;

~~Accounting for deferred premium/discount associated with MBS; and~~

Accounting for OTTI of investments;

~~Determining the adequacy of the allowance for credit losses.~~

Accounting for deferred premium/discount associated with MBS; and

Determining the adequacy of the allowance for credit losses.

Changes in any of the estimates and assumptions underlying critical accounting policies could have a material effect on our financial statements.

The accounting policies that management believes are the most critical to an understanding of our financial results and condition and require complex management judgment are described under Item 7 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates” in the annual report on Form 10-K, incorporated by reference herein. There were no material changes to our critical accounting policies and estimates during the quarter ended ~~March 31,~~June 30, 2014.

Results of Operations

Earnings Analysis:Table 3 presents changes in the major components of our earnings (dollar amounts in thousands):

Table 3

Increase (Decrease) in Earnings Components

Three-month Periods Ended
03/31/2014 vs. 03/31/2013

Dollar Change
Percentage Change
Total interest income
$
(6,913)

(6.1)
%
Total interest expense

(9,323)

(15.4)

Net interest income

2,410

4.6

Provision for credit losses on mortgage loans

(1,652)

(84.8)

Net interest income after mortgage loan loss provision

4,062

8.1

Net gain (loss) on trading securities

4,362

45.0

Net gain (loss) on derivatives and hedging activities

(10,921)

(357.1)

Other non-interest income

360

15.8

Total other income (loss)

(6,199)

(59.2)

Operating expenses

709

7.2

Other non-interest expenses

(200)

(8.5)

Total other expenses

509

4.1

AHP assessments

(265)

(9.7)

NET INCOME
$
(2,381)

(9.7)
%



	Increase (Decrease) in Earnings Components
	Three Months Ended					Six Months Ended
	06/30/2014 vs. 06/30/2013					06/30/2014 vs. 06/30/2013
	Dollar Change			Percentage Change		Dollar Change			Percentage Change
Total interest income	$	(4,462	)	(4.0	)%	$	(11,375	)	(5.1	)%
Total interest expense	(8,743		)	(15.0	)	(18,066		)	(15.2	)
Net interest income	4,281			8.2		6,691			6.4
Provision (reversal) for credit losses on mortgage loans	(1,693		)	(407.0	)	(3,345		)	(218.5	)
Net interest income after mortgage loan loss provision	5,974			11.4		10,036			9.8
Net gain (loss) on trading securities	15,545			73.2		19,907			64.4
Net gain (loss) on derivatives and hedging activities	(21,879		)	(189.8	)	(32,800		)	(387.4	)
Other non-interest income	455			18.8		815			17.3
Total other income (loss)	(5,879		)	(80.8	)	(12,078		)	(68.1	)
Operating expenses	212			2.1		921			4.6
Other non-interest expenses	163			5.7		(37		)	(0.7	)
Total other expenses	375			2.9		884			3.5
AHP assessments	(27		)	(0.8	)	(292		)	(4.9	)
NET INCOME	$	(253	)	(0.9	)%	$	(2,634	)	(4.9	)%

Net income for the quarter ended ~~March 31,~~June 30, 2014 was ~~$22.3~~$28.6 million compared to ~~$24.6~~$28.8 million for the quarter ended June 30, 2013. The slight decrease in net income was primarily due to the increase in net losses on derivatives and hedging activities, partially offset by the decrease in net losses on trading securities, the increase in net interest income, and the decrease in the provision/reversal for loan loss. Return on equity (ROE) was 7.48 percent and 6.10 percent for the three months ended June 30, 2014 and June 30, 2013, respectively. The increase in ROE was a result of the changes in capital management practices that went into effect during the second quarter of 2014, which caused a decrease in average capital for the period due to the repurchase of excess stock. Dividends paid to members totaled $10.0 million for the quarter ended ~~March 31,~~June 30, 2014 compared to $8.7 million for the same period in the prior year.

Net income for the six months ended June 30, 2014 was $50.8 million compared to $53.5 million for the six months ended June 30, 2013. The ~~$2.3 million~~ decrease in net income was due to ~~a $10.9 million~~an increase in net losses ~~from derivative~~on derivatives and hedging activities, partially offset by a ~~$4.4 million~~ decrease in net losses on trading securities, ~~a $2.4 million~~an increase in net interest income, and a ~~$1.7 million~~ decrease in the ~~provision~~provision/reversal for loan ~~losses. Return on equity (ROE)~~loss. ROE was ~~4.91~~6.08 percent and ~~5.57~~5.84 percent for the ~~quarters~~six months ended ~~March 31,~~June 30, 2014 and 2013, respectively. The increase in ROE was primarily a result of the changes in capital management practices that went into effect during the second quarter of 2014, causing a decrease in average capital for the period due to the repurchase of excess stock, which was only partially offset by the decrease in net income. The change in capital management practices also resulted in an increase in dividend rates. Dividends paid to members totaled ~~$8.2~~$18.2 million for the ~~quarter~~six months ended ~~March 31,~~June 30, 2014 compared to ~~$7.8~~$16.5 million for the same period in the prior ~~year quarter.~~

year.

~~Table of Contents~~

Net Interest Income:Net interest income, which includes interest earned on advances, mortgage loans, and investments less interest paid on consolidated obligations, deposits, and other borrowings is the primary source of our earnings. Net interest income increased $4.3 million for the quarter ended June 30, 2014 and $6.7 million for the six months ended June 30, 2014 compared to the prior year periods. The increase in net interest income for ~~the quarter ended March 31, 2014 compared to the quarter ended March 31, 2013~~both periods was due ~~primarily~~ to an increase in our net interest spread and margin despite a decrease in average interest-earning assets (see ~~Table 4)~~Tables 4 and 6). The increases in net interest spread and margin were driven primarily by an overall decrease in the cost of borrowing and also by an increase in the average yield on mortgage loans, which is discussed in greater detail below.

The average yield on investments, which consists of interest-bearing deposits, Federal funds sold, ~~reverse~~securities purchased under agreements to resell (reverse repurchase ~~agreements~~agreements), and investment securities, ~~remained at 1.09~~increased seven basis points, from 1.07 percent for the ~~quarters~~quarter ended ~~March 31,~~June 30, 2013 ~~and 2014, despite a decrease in~~to 1.14 percent for the quarter ended June 30, 2014. The average ~~balance.~~yield on investments increased three basis points, from 1.08 percent for the six months ended June 30, 2013 to 1.11 percent for the six months ended June 30, 2014. While individual yields have declined on interest-bearing deposits, Federal funds sold, and reverse repurchase agreements between periods, maturities of lower yielding securities and purchases of higher yielding securities and other compositional changes in the ~~proportion of average low yield, short-term investments has declined considerably, which led to~~investment securities portfolio increased the ~~overall unchanged average~~ yield on ~~investments. Prepayments of higher rate MBS/CMOs slowed between periods, which also helped maintain~~investments for both the ~~steady yield on investments.~~

quarter and six months ended June 30, 2014.

The average yield on advances decreased ~~12 bps,~~three basis points, from ~~0.80~~0.70 percent for the quarter ended ~~March 31,~~June 30, 2013 to 0.67 percent for the current quarter. The average yield on advances decreased seven basis points, from 0.75 percent for the six months ended June 30, 2013 to 0.68 percent for the current ~~quarter.~~six month period. The decrease in the average yield on advances was due to ~~growth in~~an increase our lowest yielding advance product relative to total advances and a decrease in prepayment fees between ~~quarters.~~periods. Prepayment fees were higher in 2013 as a result of borrowers restructuring a higher level of non-callable advances into new advances and incurring a fee. Further, the low interest rate environment generally resulted in a significant portion of our advances are swapped to LIBOR so the decrease in the average one- and three-month LIBOR rates during the first quarter of 2014 compared to the first quarter of 2013 also contributed to the decline in advance yields.

higher fee calculation for prepaid advances.

The average yield on mortgage loans increased ~~16 bps,~~13 basis points, from ~~3.29~~3.25 percent for the quarter ended ~~March 31,~~June 30, 2013 to ~~3.45~~3.38 percent for the quarter ended ~~March 31,~~June 30, 2014. The average yield on mortgage loans increased 14 basis points, from 3.27 percent for the six months ended June 30, 2013 to 3.41 percent for the six months ended June 30, 2014. The increase in yield is due to a decline in premium amortization as mortgage rates have increased and prepayments on higher coupon loans have decreased (yields on interest earning assets decline as premiums are amortized; amortization accelerates as prepayments increase). We expect this yield to remain relatively steady for the next several quarters, as mortgage interest rates are not anticipated to fluctuate significantly from current ~~levels.~~

levels, but our average yield on mortgage loans could decline if prepayments increase and premium amortization accelerates.

The average cost of consolidated obligation bonds decreased ~~9 bps,~~eight basis points, from ~~1.08~~1.05 percent for the quarter ended ~~March 31,~~June 30, 2013 to ~~0.99~~0.97 percent for the current quarter. The average cost of consolidated obligation bonds decreased nine basis points, from 1.07 percent for the six months ended June 30, 2013 to 0.98 percent for the current six month period. This decrease was largely a result of: (1) replacing some called and matured higher-cost consolidated obligation bonds with debt at a much lower cost in late 2013; (2) average discount note balances with much lower yields than bonds have remained steady quarter to quarter while average bond balances have declined; and ~~(2)~~(3) the decrease in the average one- and three-month LIBOR rates during the first ~~quarter~~half of 2014 compared to the first ~~quarter~~half of 2013 (a ~~significant~~considerable portion of our consolidated obligation bonds are swapped to LIBOR). Because we expect short-term interest rates to remain low for an extended period of time, we expect our total interest bearing liability cost to remain relatively stable over the next few quarters. When we call and replace callable debt, it generally increases interest costs in the short term due to the acceleration of the unamortized concessions on the debt when it is called because concession costs are amortized to contractual ~~maturity.~~maturity using the level-yield method. However, this increase is offset by the lower rate on the new debt and the funding benefit due to the timing differences between the date the debt is called and the forward settlement date of the new debt (conventionally not exceeding 30 days). For further discussion of how we use callable bonds, see Item 2 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Financial Condition – Consolidated Obligations.”

Our net interest spread is impacted by derivative and hedging activities, as the assets and liabilities hedged with derivative instruments designated under fair value hedging relationships are adjusted for changes in fair values, while other assets and liabilities are carried at historical cost. Further, net interest payments or receipts on interest rate swaps designated as fair value hedges and the amortization/

accretion of hedging activities are recognized as adjustments to the interest income or expense of the hedged asset or liability. However, net interest payments or receipts on derivatives that do not qualify for hedge accounting (economic hedges) flow through net gain (loss) on derivatives and hedging activities instead of net interest income (net interest received/paid on economic derivatives is identified in Tables ~~6 and 7~~8 through 11 under this Item 2), which distorts yields, especially for trading investments that are swapped to a variable rate.

Table ~~of Contents~~

~~Table~~ 4 presents average balances and annualized yields of major earning asset categories and the sources funding those earning assets (dollar amounts in thousands):

Table 4

Three-month Periods Ended

03/31/2014
03/31/2013

Average Balance
Interest
Income/ Expense
Yield
Average Balance
Interest
Income/ Expense
Yield
Interest-earning assets:

Interest-bearing deposits
$
210,800

$
37

0.07
%
$
310,655

$
113

0.15
%
Securities purchased under agreements to resell

86,111

14

0.06

1,457,381

527

0.15

Federal funds sold

1,472,222

249

0.07

1,102,511

421

0.15

Investment securities1

7,814,066

25,347

1.32

8,625,394

29,773

1.40

Advances2,3

17,348,274

29,063

0.68

16,845,815

33,412

0.80

Mortgage loans2,4,5

5,963,407

50,761

3.45

5,936,696

48,102

3.29

Other interest-earning assets

23,753

390

6.69

25,121

426

6.87

Total earning assets

32,918,633

105,861

1.30

34,303,573

112,774

1.33

Other non-interest-earning assets

109,332

147,286

Total assets
$
33,027,965

$
34,450,859

Interest-bearing liabilities:

Deposits
$
1,072,934

$
238

0.09
%
$
1,347,856

$
313

0.09
%
Consolidated obligations2:

Discount Notes

9,433,498

1,844

0.08

8,944,444

2,437

0.11

Bonds

20,262,917

49,240

0.99

21,665,227

57,898

1.08

Other borrowings

7,280

45

2.45

11,349

42

1.50

Total interest-bearing liabilities

30,776,629

51,367

0.68

31,968,876

60,690

0.77

Capital and other non-interest-bearing funds

2,251,336

2,481,983

Total funding
$
33,027,965

$
34,450,859

Net interest income and net interest spread6

$
54,494

0.62
%

$
52,084

0.56
%

Net interest margin7

0.67
%

0.62
%



	Three Months Ended
	06/30/2014						06/30/2013
	Average Balance		Interest Income/ Expense		Yield		Average Balance		Interest Income/ Expense		Yield
Interest-earning assets:
Interest-bearing deposits	$	204,483	$	43	0.09	%	$	284,616	$	88	0.12	%
Securities purchased under agreements to resell	125,824		28		0.09		844,888		252		0.12
Federal funds sold	1,157,956		233		0.08		966,824		283		0.12
Investment securities¹	7,300,578		24,687		1.36		8,678,388		28,239		1.31
Advances^2,3	17,767,478		29,750		0.67		18,826,528		32,877		0.70
Mortgage loans^2,4,5	6,040,996		50,841		3.38		5,964,381		48,273		3.25
Other interest-earning assets	24,854		385		6.19		26,679		417		6.28
Total earning assets	32,622,169		105,967		1.30		35,592,304		110,429		1.24
Other non-interest-earning assets	72,683						142,345
Total assets	$	32,694,852					$	35,734,649

Interest-bearing liabilities:
Deposits	$	924,630	200		0.09		$	1,184,332	276		0.09
Consolidated obligations²:
Discount Notes	10,060,097		1,718		0.07		10,682,204		2,268		0.09
Bonds	19,723,651		47,696		0.97		21,228,818		55,820		1.05
Other borrowings	8,702		54		2.54		15,246		47		1.24
Total interest-bearing liabilities	30,717,080		49,668		0.65		33,110,600		58,411		0.71
Capital and other non-interest-bearing funds	1,977,772						2,624,049
Total funding	$	32,694,852					$	35,734,649

Net interest income and net interest spread⁶			$	56,299	0.65	%			$	52,018	0.53	%

Net interest margin⁷					0.69	%					0.59	%


¹	The non-credit portion of the OTTI discount on held-to-maturity securities is excluded from the average balance for calculations of yield since the change runs through equity.


²	Interest income/expense and average rates include the effect of associated derivatives.


³	Advance income includes prepayment fees on terminated advances.


⁴	CE fee payments are netted against interest earnings on the mortgage loans. The expense related to CE fee payments to PFIs was $1.2 million and $1.1 million for ~~both~~ the ~~three-month periods~~three months ended ~~March 31,~~June 30, 2014 and ~~2013.~~ 2013, respectively.


⁵	Mortgage loans average balance includes outstanding principal for non-performing conventional loans. However, these loans no longer accrue interest.


⁶	Net interest spread is the difference between the yield on interest-earning assets and the cost of interest-bearing liabilities.


⁷	Net interest margin is net interest income as a percentage of average interest-earning assets.

~~Table of Contents~~

Changes in the volume of interest-earning assets and the level of interest rates influence changes in net interest income, net interest spread and net interest margin. Table 5 summarizes changes in interest income and interest expense (in thousands):

Table 5

Three-month Periods Ended
03/31/2014 vs. 03/31/2013

Increase (Decrease) Due to

Volume1,2
Rate1,2
Total
Interest Income:

Interest-bearing deposits
$
(29)

$
(47)

$
(76)

Securities purchased under agreements to resell

(320)

(193)

(513)

Federal funds sold

112

(284)

(172)

Investment securities

(2,698)

(1,728)

(4,426)

Advances

972

(5,321)

(4,349)

Mortgage loans

217

2,442

2,659

Other assets

(24)

(12)

(36)

Total earning assets

(1,770)

(5,143)

(6,913)

Interest Expense:

Deposits

(62)

(13)

(75)

Consolidated obligations:

Discount notes

127

(720)

(593)

Bonds

(3,606)

(5,052)

(8,658)

Other borrowings

(18)

21

3

Total interest-bearing liabilities

(3,559)

(5,764)

(9,323)

Change in net interest income
$
1,789

$
621

$
2,410



	Three Months Ended
	06/30/2014 vs. 06/30/2013
	Increase (Decrease) Due to
	Volume^1,2			Rate^1,2			Total
Interest Income:
Interest-bearing deposits	$	(21	)	$	(24	)	$	(45	)
Securities purchased under agreements to resell	(174		)	(50		)	(224		)
Federal funds sold	49			(99		)	(50		)
Investment securities	(4,624		)	1,072			(3,552		)
Advances	(1,806		)	(1,321		)	(3,127		)
Mortgage loans	626			1,942			2,568
Other assets	(27		)	(5		)	(32		)
Total earning assets	(5,977		)	1,515			(4,462		)
Interest Expense:
Deposits	(57		)	(19		)	(76		)
Consolidated obligations:
Discount notes	(126		)	(424		)	(550		)
Bonds	(3,809		)	(4,315		)	(8,124		)
Other borrowings	(26		)	33			7
Total interest-bearing liabilities	(4,018		)	(4,725		)	(8,743		)
Change in net interest income	$	(1,959	)	$	6,240		$	4,281


¹	Changes in interest income and interest expense not identifiable as either volume-related or rate-related have been allocated to volume and rate based upon the proportion of the absolute value of the volume and rate changes.


²	Amounts used to calculate volume and rate changes are based on numbers in dollars. Accordingly, recalculations using the amounts in thousands as disclosed in this report may not produce the same results.

Table 6 presents average balances and yields of major earning asset categories and the sources funding those earning assets (dollar amounts in thousands):

Table 6



	Six Months Ended
	06/30/2014						06/30/2013
	Average Balance		Interest Income/ Expense		Yield		Average Balance		Interest Income/ Expense		Yield
Interest-earning assets:
Interest-bearing deposits	$	207,624	$	80	0.08	%	$	297,563	$	201	0.14	%
Securities purchased under agreements to resell	106,077		42		0.08		1,149,443		779		0.14
Federal funds sold	1,314,221		482		0.07		1,034,293		704		0.14
Investment securities¹	7,555,904		50,034		1.34		8,652,037		58,012		1.35
Advances^2,3	17,559,034		58,813		0.68		17,841,643		66,289		0.75
Mortgage loans^2,4,5	6,002,416		101,602		3.41		5,950,615		96,375		3.27
Other interest-earning assets	24,307		775		6.43		25,905		843		6.56
Total earning assets	32,769,583		211,828		1.30		34,951,499		223,203		1.29
Other non-interest-earning assets	90,905						144,801
Total assets	$	32,860,488					$	35,096,300

Interest-bearing liabilities:
Deposits	$	998,372	438		0.09		$	1,265,642	589		0.09
Consolidated obligations²:
Discount Notes	9,748,528		3,562		0.07		9,818,125		4,705		0.10
Bonds	19,991,794		96,936		0.98		21,445,817		113,718		1.07
Other borrowings	7,995		99		2.50		13,309		89		1.35
Total interest-bearing liabilities	30,746,689		101,035		0.66		32,542,893		119,101		0.74
Capital and other non-interest-bearing funds	2,113,799						2,553,407
Total funding	$	32,860,488					$	35,096,300

Net interest income and net interest spread⁶			$	110,793	0.64	%			$	104,102	0.55	%

Net interest margin⁷					0.68	%					0.60	%


¹	The non-credit portion of the OTTI discount on held-to-maturity securities is excluded from the average balance for calculations of yield since the change runs through equity.


²	Interest income/expense and average rates include the effect of associated derivatives.


³	Advance income includes prepayment fees on terminated advances.


⁴	CE fee payments are netted against interest earnings on the mortgage loans. The expense related to CE fee payments to PFIs was $2.4 million and $2.3 million for the six months ended June 30, 2014 and 2013, respectively.


⁵	Mortgage loans average balance includes outstanding principal for non-performing conventional loans. However, these loans no longer accrue interest.


⁶	Net interest spread is the difference between the yield on interest-earning assets and the cost of interest-bearing liabilities.


⁷	Net interest margin is net interest income as a percentage of average interest-earning assets.

Changes in the volume of interest-earning assets and the level of interest rates influence changes in net interest income, net interest spread and net interest margin. Table 7 summarizes changes in interest income and interest expense (in thousands):

Table 7



	Six Months Ended
	06/30/2014 vs. 06/30/2013
	Increase (Decrease) Due to
	Volume^1,2			Rate^1,2			Total
Interest Income:
Interest-bearing deposits	$	(50	)	$	(71	)	$	(121	)
Securities purchased under agreements to resell	(505		)	(232		)	(737		)
Federal funds sold	158			(380		)	(222		)
Investment securities	(7,267		)	(711		)	(7,978		)
Advances	(1,036		)	(6,440		)	(7,476		)
Mortgage loans	845			4,382			5,227
Other assets	(51		)	(17		)	(68		)
Total earning assets	(7,906		)	(3,469		)	(11,375		)
Interest Expense:
Deposits	(119		)	(32		)	(151		)
Consolidated obligations:
Discount notes	(33		)	(1,110		)	(1,143		)
Bonds	(7,418		)	(9,364		)	(16,782		)
Other borrowings	(45		)	55			10
Total interest-bearing liabilities	(7,615		)	(10,451		)	(18,066		)
Change in net interest income	$	(291	)	$	6,982		$	6,691


¹	Changes in interest income and interest expense not identifiable as either volume-related or rate-related have been allocated to volume and rate based upon the proportion of the absolute value of the volume and rate changes.


²	Amounts used to calculate volume and rate changes are based on numbers in dollars. Accordingly, recalculations using the amounts in thousands as disclosed in this report may not produce the same results.

Net Gain (Loss) on Derivatives and Hedging Activities: The volatility in other income (loss) is predominately driven by fair value fluctuations on derivative and hedging transactions, which include interest rate swaps, caps and floors. Net gain (loss) from derivatives and hedging activities is sensitive to several factors, including: (1) the general level of interest rates; (2) the shape of the term structure of interest rates; and (3) implied volatilities of interest rates. The fair value of options, particularly interest rate caps and floors, are also impacted by the time value decay that occurs as the options approach maturity, but this factor represents the normal amortization of the cost of these options and flows through income irrespective of any changes in the other factors impacting the fair value of the options (level of rates, shape of curve and implied volatility).

As demonstrated in Tables ~~6 and 7,~~8 through 11, the majority of the derivative gains and losses are related to economic hedges, such as interest rate swaps matched to GSE debentures classified as trading securities and interest rate caps and floors, which do not qualify for hedge accounting treatment under GAAP. Net interest payments or receipts on these economic hedges flow through net gain (loss) on derivatives and hedging activities instead of net interest income, which distorts yields, especially for trading investments that are swapped to variable rates. Net interest received/paid on economic hedges is identified in Tables ~~6 and 7.~~8 through 11. Ineffectiveness on fair value hedges contributes to gains and losses on derivatives, but to a much lesser degree. We generally record net fair value gains on derivatives when the overall level of interest rates rises over the period and record net fair value losses when the overall level of interest rates falls over the period, due to the mix of the economic hedges.

~~During~~

The economic losses for the three and six months ended June 30, 2014 were primarily a result of losses on our interest rate cap portfolio as a result of fair value changes due to the decline in long term interest rates during the first ~~quarter~~half of 2014, compared to gains recognized during the first half of 2013 as a result of fair value changes due to an increase and steepening of the general level of the interest rate swap ~~curve increased and steepened. This rise in interest rates and the steepening of the curve resulted in recognition of~~curve. The 2014 losses related to caps were partially offset by gains inon our interest rate swaps matched to GSE debentures, ~~and our interest rate cap portfolio. However,~~although the ~~gain in our cap portfolio due to the rise in interest rates and steepening~~level of ~~the curve was partially offset by a decline in cap volatility as well as the time value decay of the options resulting in minor~~ gains ~~during the quarter. The largest portion of the gain in the economic hedges for the first quarter of 2013 related to investments was attributable to our interest rate swaps matched to GSE debentures.~~has declined between periods. These GSE debentures were swapped to LIBOR at acquisition and carry fixed rates, ~~which are high relative to LIBOR resulting in net interest paid on the interest rate swaps.~~

~~Table of Contents~~

The economic losses in the first quarter of 2014 were primarily a result of losses on our interest rate cap portfolio. A decline in long term interest rates in the first quarter of 2014 coupled with time decay resulted in a decline in the fair values of our caps. These losses related to investments were partially offset by gains on our interest rate swaps matched to GSE debentures. These GSE debentures were swapped to LIBOR at acquisition and carry fixed rates, which are currently higher relative to LIBOR, resulting in net interest paid on the interest rate swaps. The gains on these swaps for the three and six months ended June 30, 2014 were primarily attributable to a slight increase in intermediate interest rates (e.g., two-year to four-year rates) and time decay (effective amortization of the negative fair values as the interest rate swaps approach maturity), and correspond to the losses on the swapped GSE debentures, which are also due to the increase in intermediate interest rates.

While the net interest received (paid) on the associated economic interest rate swap is recorded in net gain (loss) on derivatives and hedging activities, the interest on the underlying hedged items, the ~~investment securities,~~GSE debentures, is recorded in interest income, with any changes in fair value recognized in net gain (loss) on trading securities. These swaps require us to pay a rate substantially higher than LIBOR, so their fair values are negative (i.e., we owe the swap counterparties). As these swaps approach maturity, their current negative fair values will converge to zero, resulting in an effective amortization in their negative fair values (i.e., time decay). The first quarter 2014 gains on these swaps were primarily attributable to a slight increase in intermediate interest rates (e.g., two-year to four-year rates) and time decay (effective amortization of the negative fair values as the interest rate swaps approach maturity).

The remaining driver for the fluctuation in the net gain (loss) on derivatives and hedging activities in the first ~~quarter~~half of 2014 was related to fair value changes on economic hedges matched to consolidated obligation bonds. We receive a fixed rate higher than LIBOR on these swaps, so the decrease and flattening of the interest rate swap curve resulted in slight gains on the economic interest rate swaps matched to consolidated obligation bonds (e.g., gains resulting from receiving an above market rate as interest rates decrease).

See Tables 3337 and 3438 under Item 3 – “Quantitative and Qualitative Disclosures About Market Risk” for additional detail regarding notional and fair value amounts of derivative instruments.

Tables ~~6 and 7~~8 through 11 categorize the earnings impact by product for hedging activities (in thousands):

Table 6

Three-month Period Ended 03/31/2014

Advances
Investments
Mortgage Loans
Consolidated
Obligation Bonds
Intermediary
Positions
Total
Impact of derivatives and hedging activities in net interest income:

Amortization/accretion of hedging activities
$
(3,048)

$
-

$
(369)

$
125

$
-

$
(3,292)

Net interest settlements

(32,821)

-

-

21,325

-

(11,496)

Subtotal

(35,869)

-

(369)

21,450

-

(14,788)

Net gain (loss) on derivatives and hedging activities:

Fair value hedges:

Interest rate swaps

328

-

-

(1,583)

-

(1,255)

Economic hedges – unrealized gain (loss) due to fair value changes:

Interest rate swaps

-

7,236

-

1,259

-

8,495

Interest rate caps/floors

-

(12,126)

-

-

-

(12,126)

Mortgage delivery commitments

-

-

810

-

-

810

Economic hedges – net interest received (paid)

-

(11,043)

-

1,140

-

(9,903)

Subtotal

328

(15,933)

810

816

-

(13,979)

Net impact of derivatives and hedging activities

(35,541)

(15,933)

441

22,266

-

(28,767)

Net gain (loss) on trading securities hedged on an economic basis with derivatives

-

(5,027)

-

-

-

(5,027)

TOTAL
$
(35,541)

$
(20,960)

$
441

$
22,266

$
-

$
(33,794)



	Three Months Ended 06/30/2014
	Advances			Investments			Mortgage Loans			Consolidated Obligation Bonds		Intermediary Positions		Total
Impact of derivatives and hedging activities in net interest income:
Net amortization/accretion of hedging activities	$	(2,496	)	$	—		$	(604	)	$	105	$	—	$	(2,995	)
Net interest settlements	(32,715		)	—			—			24,225		—		(8,490		)
Subtotal	(35,211		)	—			(604		)	24,330		—		(11,485		)
Net gain (loss) on derivatives and hedging activities:
Fair value hedges:
Interest rate swaps	(17		)	—			—			423		—		406
Economic hedges – unrealized gain (loss) due to fair value changes:
Interest rate swaps	—			5,250			—			1,118		—		6,368
Interest rate caps/floors	—			(9,354		)	—			—		—		(9,354		)
Mortgage delivery commitments	—			—			2,109			—		—		2,109
Economic hedges – net interest received (paid)	—			(10,925		)	—			1,042		—		(9,883		)
Subtotal	(17		)	(15,029		)	2,109			2,583		—		(10,354		)
Net impact of derivatives and hedging activities	(35,228		)	(15,029		)	1,505			26,913		—		(21,839		)
Net gain (loss) on trading securities hedged on an economic basis with derivatives	—			(5,637		)	—			—		—		(5,637		)
TOTAL	$	(35,228	)	$	(20,666	)	$	1,505		$	26,913	$	—	$	(27,476	)

Table ~~of Contents~~



	Three Months Ended 06/30/2013
	Advances			Investments			Mortgage Loans			Consolidated Obligation Bonds			Intermediary Positions			Total
Impact of derivatives and hedging activities in net interest income:
Net amortization/accretion of hedging activities	$	(3,149	)	$	—		$	(781	)	$	(213	)	$	—		$	(4,143	)
Net interest settlements	(36,519		)	—			—			28,365			—			(8,154		)
Subtotal	(39,668		)	—			(781		)	28,152			—			(12,297		)
Net gain (loss) on derivatives and hedging activities:
Fair value hedges:
Interest rate swaps	1,685			—			—			(2,905		)	—			(1,220		)
Economic hedges – unrealized gain (loss) due to fair value changes:
Interest rate swaps	—			18,508			—			(3,567		)	(1		)	14,940
Interest rate caps/floors	—			11,370			—			—			—			11,370
Mortgage delivery commitments	—			—			(4,362		)	—			—			(4,362		)
Economic hedges – net interest received (paid)	—			(11,076		)	—			1,873			—			(9,203		)
Subtotal	1,685			18,802			(4,362		)	(4,599		)	(1		)	11,525
Net impact of derivatives and hedging activities	(37,983		)	18,802			(5,143		)	23,553			(1		)	(772		)
Net gain (loss) on trading securities hedged on an economic basis with derivatives	—			(21,152		)	—			—			—			(21,152		)
TOTAL	$	(37,983	)	$	(2,350	)	$	(5,143	)	$	23,553		$	(1	)	$	(21,924	)

Table 7

Three-month Period Ended 03/31/2013

Advances
Investments
Mortgage Loans
Consolidated
Obligation Bonds
Intermediary
Positions
Total
Impact of derivatives and hedging activities in net interest income:

Amortization/accretion of hedging activities
$
(2,713)

$
-

$
(465)

$
(293)

$
-

$
(3,471)

Net interest settlements

(38,460)

-

-

24,942

-

(13,518)

Subtotal

(41,173)

-

(465)

24,649

-

(16,989)

Net gain (loss) on derivatives and hedging activities:

Fair value hedges:

Interest rate swaps

420

-

-

(4,497)

-

(4,077)

Economic hedges – unrealized gain (loss) due to fair value changes:

Interest rate swaps

-

11,920

-

(1,269)

(15)

10,636

Interest rate caps/floors

-

52

-

-

-

52

Mortgage delivery commitments

-

-

(486)

-

-

(486)

Economic hedges – net interest received (paid)

-

(11,314)

-

2,129

2

(9,183)

Subtotal

420

658

(486)

(3,637)

(13)

(3,058)

Net impact of derivatives and hedging activities

(40,753)

658

(951)

21,012

(13)

(20,047)

Net gain (loss) on trading securities hedged on an economic basis with derivatives

-

(9,987)

-

-

-

(9,987)

TOTAL
$
(40,753)

$
(9,329)

$
(951)

$
21,012

$
(13)

$
(30,034)



	Six Months Ended 6/30/2014
	Advances			Investments			Mortgage Loans			Consolidated Obligation Bonds			Intermediary Positions		Total
Impact of derivatives and hedging activities in net interest income:
Net amortization/accretion of hedging activities	$	(5,544	)	$	—		$	(973	)	$	230		$	—	$	(6,287	)
Net interest settlements	(65,536		)	—			—			45,550			—		(19,986		)
Subtotal	(71,080		)	—			(973		)	45,780			—		(26,273		)
Net gain (loss) on derivatives and hedging activities:
Fair value hedges:
Interest rate swaps	311			—			—			(1,160		)	—		(849		)
Economic hedges – unrealized gain (loss) due to fair value changes:
Interest rate swaps	—			12,486			—			2,377			—		14,863
Interest rate caps/floors	—			(21,480		)	—			—			—		(21,480		)
Mortgage delivery commitments	—			—			2,919			—			—		2,919
Economic hedges – net interest received (paid)	—			(21,968		)	—			2,182			—		(19,786		)
Subtotal	311			(30,962		)	2,919			3,399			—		(24,333		)
Net impact of derivatives and hedging activities	(70,769		)	(30,962		)	1,946			49,179			—		(50,606		)
Net gain (loss) on trading securities hedged on an economic basis with derivatives	—			(10,664		)	—			—			—		(10,664		)
TOTAL	$	(70,769	)	$	(41,626	)	$	1,946		$	49,179		$	—	$	(61,270	)

Table 11



	Six Months Ended 6/30/2013
	Advances			Investments			Mortgage Loans			Consolidated Obligation Bonds			Intermediary Positions			Total
Impact of derivatives and hedging activities in net interest income:
Net amortization/accretion of hedging activities	$	(5,862	)	$	—		$	(1,246	)	$	(506	)	$	—		$	(7,614	)
Net interest settlements	(74,979		)	—			—			53,307			—			(21,672		)
Subtotal	(80,841		)	—			(1,246		)	52,801			—			(29,286		)
Net gain (loss) on derivatives and hedging activities:
Fair value hedges:
Interest rate swaps	2,105			—			—			(7,402		)	—			(5,297		)
Economic hedges – unrealized gain (loss) due to fair value changes:
Interest rate swaps	—			30,428			—			(4,836		)	(16		)	25,576
Interest rate caps/floors	—			11,422			—			—			—			11,422
Mortgage delivery commitments	—			—			(4,848		)	—			—			(4,848		)
Economic hedges – net interest received (paid)	—			(22,390		)	—			4,002			2			(18,386		)
Subtotal	2,105			19,460			(4,848		)	(8,236		)	(14		)	8,467
Net impact of derivatives and hedging activities	(78,736		)	19,460			(6,094		)	44,565			(14		)	(20,819		)
Net gain (loss) on trading securities hedged on an economic basis with derivatives	—			(31,139		)	—			—			—			(31,139		)
TOTAL	$	(78,736	)	$	(11,679	)	$	(6,094	)	$	44,565		$	(14	)	(51,958		)

Net Gain (Loss) on Trading Securities: All gains and losses related to trading securities are recorded in other income (loss) as net gain (loss) on trading securities; however, only gains and losses relating to trading securities that are related to economic hedges are included in Tables ~~6 and 7.~~8 through 11. Unrealized gains (losses) fluctuate as the fair value of our trading portfolio fluctuates. There are a number of factors that can impact the fair value of a trading security including the movement in absolute interest rates, changes in credit spreads, the passage of time and changes in price volatility. Table 812 presents the major components of the net gain (loss) on trading securities (in thousands):

Table 8

Three-month Period Ended

03/31/2014
03/31/2013
GSE debentures
$
(5,298)

$
(9,681)

U.S. Treasury note

15

-

Agency MBS/CMO

(43)

(8)

Short-term money market securities

(8)

(7)

TOTAL
$
(5,334)

$
(9,696)



	Three Months Ended						Six Months Ended
	06/30/2014			06/30/2013			06/30/2014			06/30/2013
GSE debentures	$	(5,786	)	$	(21,081	)	$	(11,084	)	$	(30,762	)
U.S. Treasury note	5			(13		)	20			(13		)
Agency MBS/CMO	104			(105		)	61			(113		)
Short-term money market securities	(1		)	(24		)	(9		)	(31		)
TOTAL	$	(5,678	)	$	(21,223	)	$	(11,012	)	$	(30,919	)

~~Table of Contents~~

The majority of the volatility in the net gain (loss) of our trading portfolio can be attributed to fair value changes on GSE debentures. The largest component of our trading portfolio is comprised of fixed and variable rate GSE debentures, and generally all or most of the fixed rate securities are related to economic hedges. The fair values of the fixed rate GSE debentures are more affected by changes in intermediate interest rates (e.g., two-year to four-year rates) and are swapped to three-month LIBOR. The variable rate securities reset daily based on the Federal funds effective rate or monthly based on the one-month LIBOR index. During 2012 and especially in 2013, interest rates and GSE credit spreads increased, which resulted in fair value losses on the GSE debentures. During the first ~~quarter~~half of 2014, the relative change in interest rates compared to the first ~~quarter~~half of 2013 and the decrease in GSE credit spreads reduced the magnitude of losses in the first ~~quarter~~half of 2014 compared to the first ~~quarter~~half of 2013. In addition to interest rates and credit spreads, the value of these securities is affected by time decay. These fixed rate GSE debentures possess coupons which are well above current market rates for similar securities

and, therefore, currently valued at substantial premiums. As these securities approach maturity, their prices will converge to par resulting in a decrease in their current premium price (i.e., time decay). Given that the variable rate GSE debentures re-price daily, they generally account for a very small portion of the net gain (loss) on trading securities unless current market spreads on these variable rate securities diverge from the spreads at the time of our acquisition of the securities.

~~Controllable~~ Operating Expenses: ~~Controllable operating~~Operating expenses include compensation and benefits and other operating expenses. ~~Compensation~~The largest component of operating expenses, compensation and benefits, increased by ~~$621 thousand,~~$0.2 million, or ~~9.5~~3.6 percent, for the quarter ended ~~March 31,~~June 30, 2014 compared to the prior year quarter. Compensation and benefits increased by $0.9 million, or 6.5 percent, for the six months ended June 30, 2014, compared to the same period in the prior year. The majority of the increase is related to the hiring of additional employees and an increase in the base salaries of existing employees, with a corresponding increase in incentive compensation. We expect the number of employees to increase in 2014, primarily in the area of information technology, due to increasing technology needs.

Non-GAAP Measures

Our first quarter 2014 adjusted income (defined below), which excludes fair value changes in derivatives and trading securities as well as prepayment fees on terminated advances included in net interest margin, increased by $4.1 million compared to the first quarter of 2013 (see Table 9).

We fulfill our mission by: (1) providing liquidity to our members through the offering of advances to finance housing, economic development and community lending; (2) supporting residential mortgage lending through the MPF Program and purchases of MBS; and (3) providing regional affordable housing programs that create housing opportunities for low- and moderate-income families. In order to effectively accomplish our mission, we must obtain adequate funding amounts at acceptable interest rate levels. We use derivatives as tools to reduce our funding costs and manage interest rate risk and prepayment risk. We also acquire and classify certain investments as trading securities for liquidity and asset-liability management purposes. Although we manage the risks mentioned and utilize these transactions for asset-liability tools, we do not manage the fluctuations in the fair value of our derivatives or trading securities. We are essentially a “hold-to-maturity” investor and transact derivatives only for hedging purposes, even though some derivative hedging relationships do not qualify for hedge accounting under GAAP (referred to as economic hedges) and therefore can add significant volatility to our GAAP net income.

Derivative and hedge accounting affects the timing of income or expense from derivatives, but not the economic income or expense from these derivatives when held to maturity or call date. For example, interest rate caps are purchased with an upfront fixed cost to provide protection against the risk of rising interest rates. Under derivative accounting guidance, these instruments are then marked to fair value each month, which can result in having to recognize significant gains and losses from year to year, producing volatility in our GAAP net income. However, the sum of such gains and losses over the term of a derivative will equal its original purchase price if held to maturity.

In addition to impacting the timing of income and expense from derivatives, derivative accounting also impacts the presentation of net interest settlements on derivatives and hedging activities. This presentation differs under GAAP for economic hedges compared to hedges that qualify for hedge accounting. Net interest settlements on economic hedges are included with the economic derivative fair value changes and recorded in net gain (loss) on derivatives and hedging activities while the net interest settlements on qualifying fair value or cash flow hedges are included in net interest margin. Therefore, only the economic derivative fair value changes and the ineffectiveness for qualifying hedges included in the net gain (loss) on derivatives and hedging activities are removed to arrive at adjusted income (i.e., net interest settlements on economic hedges, which represent actual cash inflows or outflows and do not create fair value volatility, are not removed).

~~Table of Contents~~

Adjusted income is a non-GAAP measure used by management to evaluate the quality of our ongoing earnings. We believe that the presentation of income as measured for management purposes enhances the understanding of our performance by highlighting our underlying results and profitability. By removing volatility created by fair value fluctuations and items such as prepayment fees, we can compare longer-term trends in earnings that might otherwise be indeterminable. ~~Therefore,~~

Our second quarter 2014 adjusted income (defined below), which excludes fair value changes in derivatives and trading securities as well as prepayment fees on terminated advances included in net interest margin, increased by $6.9 million compared to the second quarter of 2013. For the six months ended June 30, 2014, adjusted net income increased by $11.0 million compared to the six months ended June 30, 2013 (see Table 13). These increases correlate with the increase in GAAP net interest income before provision/reversal for loan loss.

Table 13 presents a reconciliation of GAAP net income to adjusted income (in thousands):

Table 13



	Three Months Ended					Six Months Ended
	06/30/2014		06/30/2013			06/30/2014		06/30/2013
Net income, as reported under GAAP	$	28,580	$	28,833		$	50,847	$	53,481
AHP assessments	3,177		3,204			5,652		5,944
Income before AHP assessments	31,757		32,037			56,499		59,425
Derivative-related and other excluded items¹	5,601		(1,584		)	14,736		824
Adjusted income (a non-GAAP measure)²	$	37,358	$	30,453		$	71,235	$	60,249


¹	Consists of fair value changes on derivatives and hedging activities (excludes net interest settlements on derivatives not qualifying for hedge accounting) and trading securities as well as prepayment fees on terminated advances.

Non-GAAP financial measures have inherent limitations, are not required to be uniformly applied and are not audited. To mitigate these limitations, we have procedures in place to calculate these measures using the appropriate GAAP components. Although these non-GAAP measures are frequently used by our stakeholders in the evaluation of our performance, they have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of results as reported under GAAP.

Table 14 presents adjusted ROE (a non-GAAP measure) compared to the average overnight Federal funds rate, which we use as a key measure of effective utilization and management of members’ capital (dollar amounts in thousands). The increase in adjusted ROE is a result of the increase in net interest margin and the change in capital management practices that went into effect during the second quarter of 2014 (see additional discussion under this Item 2 - "Liquidity and Capital Resources - Capital"). The impact of the increase in net interest margin is more apparent with adjusted ROE spread because it excludes the volatility in fair values mentioned above. The changes in our capital management plan resulted in the repurchase of excess stock, which caused a decrease in the average GAAP total capital of 19.1 percent and 8.7 percent for the three and six months ended June 30, 2014.

Table 14



	Three Months Ended						Six Months Ended
	06/30/2014			06/30/2013			06/30/2014			06/30/2013
Average GAAP total capital for the period	$	1,533,369		$	1,897,299		$	1,685,529		$	1,845,813
ROE, based upon GAAP net income	7.48		%	6.10		%	6.08		%	5.84		%
Adjusted ROE, based upon adjusted income¹	9.77		%	6.44		%	8.52		%	6.58		%
Average overnight Federal funds effective rate	0.09		%	0.12		%	0.08		%	0.13		%
Adjusted ROE as a spread to average overnight Federal funds effective rate¹	9.68		%	6.32		%	8.44		%	6.45		%

As part of evaluating our financial performance, we adjust net income reported in accordance with GAAP for the impact of: (1) AHP assessments (equivalent to an effective minimum income tax rate of 10 percent); (2) fair value changes on derivatives and hedging activities (excludes net interest settlements related to derivatives not qualifying for hedge accounting); and (3) other items excluded because they are not considered a part of our routine operations or ongoing business model, such as prepayment fees, gain/loss on retirement of debt, gain/loss on mortgage loans held for sale and gain/loss on securities. The result is referred to as “adjusted income,” which is a non-GAAP measure of income. Adjusted income is used to compute an adjusted ROE that is then compared to the average overnight Federal funds effective rate, with the difference referred to as adjusted ROE spread. Components of adjusted income and adjusted ROE spread are used: (1) to measure performance under our incentive compensation plans; (2) as a measure in determining the level of quarterly dividends; and (3) in strategic planning. While we utilize adjusted income as a key measure in determining the level of dividends, we consider GAAP net income volatility caused by gain (loss) on derivatives and hedging activities and trading securities in determining the adequacy of our retained earnings as determined under GAAP. Because the adequacy of GAAP retained earnings is considered in setting the level of our quarterly dividends, gain (loss) on derivatives and hedging activities and trading securities can play a factor when setting the level of our quarterly dividends. Because we are primarily a “hold-to-maturity” investor and do not trade derivatives, we believe that adjusted income, adjusted ROE and adjusted ROE spread are helpful in understanding our operating results and provide a meaningful period-to-period comparison in contrast to GAAP net income, ROE based on GAAP net income and ROE spread based on GAAP net income, which can vary significantly from period to period because of fair value changes on derivatives and certain other items that management excludes when evaluating operational performance because the added volatility does not provide a consistent measurement analysis.

~~Table 9 presents a reconciliation~~

In addition to impacting the timing of income ~~to adjusted income (in thousands):~~

~~Table 9~~

Three-month Period Ended

03/31/2014
03/31/2013
Net income, as reported under GAAP
$
22,267

$
24,648

AHP assessments

2,475

2,740

Income before AHP assessments

24,742

27,388

Derivative-related and other excluded items1

9,135

2,408

Adjusted income (a non-GAAP measure)2
$
33,877

$
29,796


1	Consists of fair value changes on derivatives and hedging activities (excludes net interest settlements on derivatives not qualifying for hedge accounting) and trading securities as well as prepayment fees on terminated advances.
2	Non-GAAP financial measures have inherent limitations, are not required to be uniformly applied and are not audited. To mitigate these limitations, we have procedures in place to calculate these measures using the appropriate GAAP components. Although these non-GAAP measures are frequently used by our stakeholders in the evaluation of our performance, they have limitations as analytical tools and should not be considered in isolation or as a substitute for analyses of results as reported under GAAP.

~~Table 10 presents adjusted ROE (a non-GAAP measure)~~and expense from derivatives, derivative accounting also impacts the presentation of net interest settlements on derivatives and hedging activities. This presentation differs under GAAP for economic hedges compared to hedges that qualify for hedge accounting. Net interest settlements on economic hedges are included with the ~~average overnight Federal funds rate, which we use as a key measure of effective utilization~~economic derivative fair value changes and ~~management of members’ capital (dollar amounts~~recorded in ~~thousands).The impact of~~net gain (loss) on derivatives and hedging activities while the ~~increase~~net interest settlements on qualifying fair value or cash flow hedges are included in net interest ~~margin is more apparent with~~margin. Therefore, only the economic derivative fair value changes and the ineffectiveness for qualifying hedges included in the net gain (loss) on derivatives and hedging activities are removed to arrive at adjusted ~~ROE spread because it excludes the~~income (i.e., net interest settlements on economic hedges, which represent actual cash inflows or outflows and do not create fair value volatility, ~~in fair values mentioned above.~~

are not removed).

~~Table of Contents~~

~~Table 10~~

Three-month Period Ended

03/31/2014
03/31/2013
Average GAAP total capital for the period
$
1,839,379

$
1,793,756

ROE, based upon GAAP net income

4.91
%

5.57
%
Adjusted ROE, based upon adjusted income1

7.47
%

6.74
%
Average overnight Federal funds effective rate

0.07
%

0.14
%
Adjusted ROE as a spread to average overnight Federal funds effective rate1

7.40
%

6.60
%

Financial Condition

Overall: As a percentage of assets as of ~~March 31,~~June 30, 2014 compared to December 31, 2013, advances, ~~decreased while~~ mortgage loans and short-term investments, net of cash, ~~had slight increases.~~ increased slightly while long-term investments decreased. Table 1115 presents changes in the major components of our Statements of Condition (dollar amounts in thousands):

Table 11

Increase (Decrease) in Components

03/31/2014 vs. 12/31/2013

Dollar Change
Percent Change
Assets:

Cash and due from banks
$
(1,376,362)

(80.3)
%
Investments1

819,632

9.4

Advances

(1,312,562)

(7.5)

Mortgage loans, net

35,175

0.6

Derivative assets, net

(5,610)

(20.1)

Other assets

(11,485)

(8.9)

Total assets
$
(1,851,212)

(5.5)
%

Liabilities:

Deposits
$
58,342

6.1
%
Consolidated obligations, net

(1,824,089)

(5.9)

Derivative liabilities, net

(19,935)

(18.4)

Other liabilities

5,606

4.2

Total liabilities

(1,780,076)

(5.5)

Capital:

Capital stock outstanding

(86,440)

(6.9)

Retained earnings

14,093

2.5

Accumulated other comprehensive income (loss)

1,211

6.6

Total capital

(71,136)

(3.9)

Total liabilities and capital
$
(1,851,212)

(5.5)
%

1	~~Investments also include interest-bearing deposits, Federal funds sold and securities purchased under agreements to resell.~~



	Increase (Decrease) in Components
	06/30/2014 vs. 12/31/2013
	Dollar Change			Percent Change
Assets:
Cash and due from banks	$	(976,808	)	(57.0	)%
Investments¹	69,758			0.8
Advances	24,029			0.1
Mortgage loans, net	141,366			2.4
Derivative assets, net	(1,888		)	(6.8	)
Other assets	114,112			88.5
Total assets	$	(629,431	)	(1.9	)%

Liabilities:
Deposits	$	(184,986	)	(19.2	)%
Consolidated obligations, net	(77,589		)	(0.3	)
Derivative liabilities, net	(23,336		)	(21.5	)
Other liabilities	(3,774		)	(2.9	)
Total liabilities	(289,685		)	(0.9	)

Capital:
Capital stock outstanding	(374,657		)	(29.9	)
Retained earnings	32,667			5.8
Accumulated other comprehensive income (loss)	2,244			12.2
Total capital	(339,746		)	(18.9	)
Total liabilities and capital	$	(629,431	)	(1.9	)%

¹ Investments also include interest-bearing deposits, Federal funds sold and securities purchased under agreements to resell.

Advances: Our advance programs are developed, as authorized in the Bank Act and in regulations established by the Finance Agency, to meet the specific liquidity and term funding needs of our members. As a wholesale provider of funds, we compete with brokered certificates of deposit and security repurchase agreements. We strive to price our advances relative to our marginal cost of funds while trying to remain competitive with the wholesale funding markets. While there is less competition in the long-term maturities, member demand for advances in these maturities has historically been lower than the demand for advances with short- and medium-term maturities. Nonetheless, long-term advances are also priced at relatively low spreads to our cost of funds.

Table ~~of Contents~~

~~Table 12~~16 summarizes advances outstanding by product (dollar amounts in thousands):

Table 12

03/31/2014
12/31/2013

Dollar
Percent
Dollar
Percent
Adjustable rate:

Standard advance products:

Line of credit
$
2,558,275

16.1
%
$
3,471,636

20.2
%
Regular adjustable rate advances

105,000

0.7

5,000

0.0

Adjustable rate callable advances

4,476,709

28.1

4,849,409

28.2

Customized advances:

Adjustable rate advances with embedded caps or floors

127,000

0.8

127,000

0.8

Standard housing and community development advances:

Adjustable rate callable advances

83,360

0.5

83,460

0.5

Total adjustable rate advances

7,350,344

46.2

8,536,505

49.7

Fixed rate:

Standard advance products:

Short-term fixed rate advances

215,385

1.4

54,380

0.3

Regular fixed rate advances

5,250,635

33.0

5,483,902

31.9

Fixed rate callable advances

83,720

0.5

83,720

0.5

Standard housing and community development advances:

Regular fixed rate advances

269,199

1.7

276,366

1.6

Total fixed rate advances

5,818,939

36.6

5,898,368

34.3

Convertible:

Standard advance products:

Fixed rate convertible advances

1,680,742

10.6

1,685,242

9.8

Amortizing:

Standard advance products:

Fixed rate amortizing advances

522,325

3.3

546,120

3.2

Fixed rate callable amortizing advances

34,142

0.2

34,185

0.2

Standard housing and community development advances:

Fixed rate amortizing advances

488,149

3.1

487,840

2.8

Fixed rate callable amortizing advances

5,250

0.0

5,359

0.0

Total amortizing advances

1,049,866

6.6

1,073,504

6.2

TOTAL PAR VALUE
$
15,899,891

100.0
%
$
17,193,619

100.0
%



	06/30/2014				12/31/2013
	Dollar		Percent		Dollar		Percent
Adjustable rate:
Standard advance products:
Line of credit	$	4,186,569	24.3	%	$	3,471,636	20.2	%
Regular adjustable rate advances	50,000		0.3		5,000		—
Adjustable rate callable advances	4,324,709		25.1		4,849,409		28.2
Customized advances:
Adjustable rate advances with embedded caps or floors	127,000		0.7		127,000		0.8
Standard housing and community development advances:
Adjustable rate callable advances	83,087		0.5		83,460		0.5
Total adjustable rate advances	8,771,365		50.9		8,536,505		49.7
Fixed rate:
Standard advance products:
Short-term fixed rate advances	371,285		2.2		54,380		0.3
Regular fixed rate advances	5,014,714		29.1		5,483,902		31.9
Fixed rate callable advances	84,765		0.5		83,720		0.5
Standard housing and community development advances:
Regular fixed rate advances	298,457		1.7		276,366		1.6
Total fixed rate advances	5,769,221		33.5		5,898,368		34.3
Convertible:
Standard advance products:
Fixed rate convertible advances	1,677,742		9.7		1,685,242		9.8
Amortizing:
Standard advance products:
Fixed rate amortizing advances	507,520		3.0		546,120		3.2
Fixed rate callable amortizing advances	35,236		0.2		34,185		0.2
Standard housing and community development advances:
Fixed rate amortizing advances	471,395		2.7		487,840		2.8
Fixed rate callable amortizing advances	7,273		—		5,359		—
Total amortizing advances	1,021,424		5.9		1,073,504		6.2
TOTAL PAR VALUE	$	17,239,752	100.0	%	$	17,193,619	100.0	%

Note that an individual advance may be reclassified to a different product type between periods due to the occurrence of a triggering event such as the passing of a call date (i.e., from fixed rate callable advance to regular fixed rate advance) or conversion of an advance (i.e., from fixed rate convertible advance to adjustable rate callable advance).

Advances are one of the primary ways we fulfill our mission of providing liquidity to our members and constituted the largest component of our balance sheet at ~~March 31,~~June 30, 2014 and December 31, ~~2013, although balances have declined during the current quarter.~~2013. The ~~7.5~~0.3 percent ~~decrease~~increase in advance par value (see Table ~~12)~~16) was due to ~~growth~~

an increase in our ~~members’ other funding sources, such as deposits, and/or decreases~~line of credit product and short-term fixed rate advances, which were offset by declines in ~~loan or investment assets which resulted in repayment~~adjustable rate callable advances and regular fixed rate advances. The increases were a result of ~~advances.~~efforts to retain maturing advances and to promote the pricing advantages of line of credit and short-term advances when taking the dividend into consideration. We expect advances as a percent of total assets to increase as part of our strategic initiative to achieve an increased core mission asset focus (see “Executive Level Overview” under this Item 2).

~~Table of Contents~~

As of ~~March 31,~~June 30, 2014 and December 31, 2013, ~~61.8~~64.6 percent and 64.1 percent, respectively, of our members carried outstanding advance balances. The overall demand for our advances can be largely attributed to the demand for loans that our depository members are experiencing in their communities and their ability to fund those loans with deposit growth. It is also influenced by our insurance company members’ need for operational liquidity and ability to profitably invest advance funding. For the most part, our member institutions continue to reduce outstanding advances as liquidity remains high with deposit costs and interest rates on the short end of the curve remaining low. ~~A large percentage of our members reduced their advance balances~~However, the growth in advances experienced in the ~~first~~second quarter of 2014 ~~and our~~is a result of a smaller number of members increasing advances, which is helping to offset the members who have reduced their outstanding advances. Advances with many members could ~~continue to~~ decline or remain flat until greater levels of funding can be reallocated from short-term liquid assets into ~~higher~~‐~~yielding~~higher-yielding loans or assets. If members reduce the volume of their advances, we expect to continue our past practice of repurchasing excess capital stock, when and as requested. In addition, when, and if, member advance demand changes, a few larger members could have a significant impact on the amount of total outstanding advances, much like what occurred during 2013.

Rather than match funding long-term, large dollar advances, we elect to swap a significant portion of large dollar advances with longer maturities to short-term indices (one- or three-month LIBOR) to synthetically create adjustable rate advances. Consequently, advances that effectively re-price at least every three months represent ~~78.8~~81.5 percent and 79.2 percent of our total advance portfolio as of ~~March 31,~~June 30, 2014 and December 31, 2013, respectively.

Table 1317 presents information on our five largest borrowers (dollar amounts in thousands). If the borrower was not one of our top five borrowers for one of the periods presented, the applicable columns are left blank. We have rights to collateral with an estimated fair value in excess of the book value of these advances and, therefore, do not expect to incur any credit losses on these advances.

Table 13

03/31/2014
12/31/2013
Borrower Name
Advance
Par Value
Percent of Total
Advance Par
Advance
Par Value
Percent of Total
Advance Par
Capitol Federal Savings Bank
$
2,475,000

15.5
%
$
2,525,000

14.7
%
MidFirst Bank

2,458,000

15.5

2,720,000

15.8

Bank of Oklahoma, NA

1,002,500

6.3

1,005,650

5.8

Security Benefit Life Insurance Co.

865,000

5.5

1,015,000

5.9

United of Omaha Life Insurance Co.

728,500

4.6

Security Life of Denver Insurance Co.

700,000

4.1

TOTAL
$
7,529,000

47.4
%
$
7,965,650

46.3
%



	06/30/2014				12/31/2013
Borrower Name	Advance Par Value		Percent of Total Advance Par		Advance Par Value		Percent of Total Advance Par
Capitol Federal Savings Bank	$	2,475,000	14.3	%	$	2,525,000	14.7	%
MidFirst Bank	2,206,000		12.8		2,720,000		15.8
Bank of Oklahoma, NA	1,200,000		7.0		1,005,650		5.8
Security Life of Denver Insurance Co.	700,000		4.1		700,000		4.1
Security Benefit Life Insurance Co.	665,000		3.8		1,015,000		5.9
TOTAL	$	7,246,000	42.0	%	$	7,965,650	46.3	%

Table ~~of Contents~~

~~Table 14~~18 presents the interest income associated with the five borrowers with the highest interest income for the periods presented (dollar amounts in thousands). If the borrower was not one of our five borrowers with the highest income for one of the periods presented, the applicable columns are left blank.

Table 14

Three-month Period Ended

03/31/2014
03/31/2013
Borrower Name
Advance Income
Percent of Total
Advance Income1
Advance Income
Percent of Total
Advance Income1
Capitol Federal Savings Bank
$
13,768

22.3
%
$
15,954

22.6
%
American Fidelity Assurance Co.

4,458

7.2

4,391

6.2

Security Benefit Life Insurance Co.

2,691

4.4

2,372

3.3

United of Omaha Life Insurance Co.

1,714

2.8

Ent Federal Credit Union

1,593

2.6

MidFirst Bank

2,104

3.0

Pacific Life Insurance Co.

1,979

2.8

TOTAL
$
24,224

39.3
%
$
26,800

37.9
%



	Three Months Ended
	06/30/2014				06/30/2013
Borrower Name	Advance Income		Percent of Total Advance Income¹		Advance Income		Percent of Total Advance Income¹
Capitol Federal Savings Bank	$	13,564	21.9	%	$	15,379	22.8	%
American Fidelity Assurance Co.	4,494		7.2		4,446		6.6
Security Benefit Life Insurance Co.	2,527		4.1		2,328		3.5
United of Omaha Life Insurance Co.	1,648		2.7		1,828		2.7
Ent Federal Credit Union	1,610		2.6
Pacific Life Insurance Co.					2,001		3.0
TOTAL	$	23,843	38.5	%	$	25,982	38.6	%

1
¹	Total advance income by borrower excludes net interest settlements on derivatives hedging the advances. Total advance income for all borrowers is net of interest receipts/(payments) on derivatives hedging advances of ~~$(32.8)~~$(32.7) million and ~~$(38.5)~~$(36.5) million for the ~~three-month periods~~three months ended ~~March 31,~~June 30, 2014 and 2013, respectively.

Table 19 presents the interest income associated with the five borrowers with the highest interest income for the periods presented (dollar amounts in thousands). If the borrower was not one of our five borrowers with the highest income for one of the periods presented, the applicable columns are left blank.

Table 19



	Six Months Ended
	06/30/2014				06/30/2013
Borrower Name	Advance Income		Percent of Total Advance Income¹		Advance Income		Percent of Total Advance Income¹
Capitol Federal Savings Bank	$	27,332	22.1	%	$	31,333	22.7	%
American Fidelity Assurance Co.	8,952		7.3		8,837		6.4
Security Benefit Life Insurance Co.	5,218		4.2		4,700		3.4
United of Omaha Life Insurance Co.	3,362		2.7
Ent Federal Credit Union	3,203		2.6
MidFirst Bank					3,929		2.8
Pacific Life Insurance Co.					3,980		2.9
TOTAL	$	48,067	38.9	%	$	52,779	38.2	%


¹	Total advance income by borrower excludes net interest settlements on derivatives hedging the advances. Total advance income for all borrowers is net of interest receipts/(payments) on derivatives hedging advances of $(65.5) million and $(75.0) million for the six months ended June 30, 2014 and 2013, respectively.

MPF Program: The MPF Program is generally considered an attractive secondary market alternative for our members, especially the smaller institutions in our district. We participate in the MPF Program through the MPF Provider, a division of FHLBank of Chicago. Under the MPF Program, participating members can sell us conventional and government fixed rate, size-conforming, single-family residential mortgage loans.

The principal amount of new mortgage loans acquired and held on balance sheet from in-district PFIs during the first ~~quarter~~half of 2014 was ~~$195.2~~$485.2 million. These new originations and acquisitions, net of loan payments received and excluding amounts participated to other FHLBanks, resulted in an increase of ~~0.6~~2.4 percent in the outstanding net balance of our mortgage loan portfolio from December 31, 2013

to ~~March 31,~~June 30, 2014. Net mortgage loans as a percentage of total assets increased from 17.5 percent as of December 31, 2013 to ~~18.6~~18.3 percent as of ~~March 31,~~June 30, 2014.

The primary factors that may influence future growth in mortgage loans held for portfolio include: (1) the number of new and delivering PFIs; (2) the mortgage loan origination volume of current PFIs; (3) refinancing activity; (4) the level of interest rates and the shape of the yield curve; (5) the relative competitiveness of MPF pricing to the prices offered by other buyers of residential mortgage loans; and (6) reclassifying and selling specific mortgage loan pools. In an effort to manage the level of mortgage loans on our books, management has researched and continues to review options that may help manage the overall level of our mortgage loan portfolio. Those options include participating loan volume or selling whole loans to other FHLBanks, members, or other investors. As described below, we have pursued participations and, although we may determine to sell whole loans from time to time, we have not identified any specific loans to be sold as of ~~March 31,~~June 30, 2014.

Historically, we have used the MPF Xtra product and mortgage loan participations with another FHLBank to effectively restrict the growth in mortgage loans held for portfolio and provide management with adequate means to control the amount of mortgage loan portfolio volume retained on our balance sheet to maintain our desired asset composition. The MPF Xtra product is a structure where our PFIs sell mortgage loans to FHLBank of Chicago and simultaneously to Fannie Mae. We receive a counterparty fee from FHLBank of Chicago (Fannie Mae seller-servicer) for our PFI participating in the MPF Xtra product. We discontinued our mortgage loan participations in the first quarter of 2014 because of lower origination volumes with PFIs, but we continue to consider and develop other options to manage the size of the mortgage loan portfolio while maintaining reliable support of our members’ residential lending programs.

~~Table of Contents~~

The number of approved PFIs increased from 275 as of December 31, 2013 to 281 as of ~~March 31,~~June 30, 2014. During the first ~~quarter~~half of 2014, we purchased loans from ~~155~~179 PFIs with no one PFI accounting for more than ~~7.9~~6.4 percent of the total volume purchased. Although there is no guarantee, we anticipate that the number of PFIs delivering loans will continue to increase during 2014 as other secondary mortgage outlets become less competitive or less available to many of our members. Table 1520 presents the outstanding balances of mortgage loans sold to us, net of participations, (dollar amounts in thousands) from our top five PFIs and the percentage of those loans to total mortgage loans outstanding. If a PFI was not one of the top five for one of the periods presented, the applicable columns are left blank. The outstanding balance for Bank of America (non-member that acquired a former PFI and currently does not have the ability to sell loans to us under the MPF Program) has declined with the prepayment of loans held in the portfolio.

Table 15

3/31/2014
12/31/2013

Mortgage
Loan Balance
Percent of Total
Mortgage Loans
Mortgage
Loan Balance
Percent of Total
Mortgage Loans
Mutual of Omaha Bank
$
276,654

4.7
%
$
286,762

4.9
%
FirstBank of Colorado

174,432

3.0

170,004

2.9

Tulsa Teachers Credit Union

138,573

2.3

129,134

2.2

SAC Federal Credit Union

127,004

2.2

Farmers Bank & Trust N.A.

122,979

2.1

124,810

2.1

Bank of America, N.A.1

127,084

2.2

TOTAL
$
839,642

14.3
%
$
837,794

14.3
%



	06/30/2014				12/31/2013
	Mortgage Loan Balance		Percent of Total Mortgage Loans		Mortgage Loan Balance		Percent of Total Mortgage Loans
Mutual of Omaha Bank	$	269,503	4.5	%	$	286,762	4.9	%
FirstBank of Colorado	188,169		3.1		170,004		2.9
Tulsa Teachers Credit Union	149,829		2.5		129,134		2.2
SAC Federal Credit Union	130,857		2.2
Farmers Bank & Trust N.A.	122,509		2.0		124,810		2.1
Bank of America, N.A.¹					127,084		2.2
TOTAL	$	860,867	14.3	%	$	837,794	14.3	%

1
¹	Formerly La Salle Bank, N.A., an out-of-district PFI with which we previously participated in mortgage loans with FHLBank of Chicago.

Two indications of credit quality are scores provided by Fair Isaac Corporation (FICO^®) and loan-to-value (LTV) ratios. FICO is a widely used credit industry indicator to assess borrower credit quality with scores typically ranging from 300 to 850 with the low end of the scale indicating greater credit risk. ~~In February 2010, the~~The MPF Program ~~instituted~~requires a minimum FICO score of 620 for all conventional loans. LTV is a primary variable in credit performance. Generally speaking, a higher LTV ratio means greater risk of loss in the event of a default and also means higher loss severity. The weighted average FICO score and LTV recorded at origination for conventional mortgage loans outstanding as of ~~March 31,~~June 30, 2014 was 751 ~~FICO~~ and ~~72.6~~72.8 percent, ~~LTV.~~respectively. See Note 6 of the Notes to the Financial Statements under Item 1 for additional information regarding credit quality indicators.

Allowance for Credit Losses on Mortgage Loans Held for Portfolio –The allowance for credit losses on mortgage loans held for portfolio is based on our estimate of probable credit losses inherent in our portfolio as of the Statement of Condition date. The estimate is based on an analysis of our historical loss ~~experience. Similar~~experience and observed trends in loan delinquencies. During the second quarter of 2014, we refined the technique used to ~~the par value of conventional mortgage loans,~~estimate the allowance, which resulted in a decrease in the provision for credit losses ~~remained relatively flat~~and a decrease in the ~~first quarter~~allowance

balance as a percent of ~~2014.~~unpaid principal balance at June 30, 2014 compared to December 31, 2013. With the recent improvements in home prices and overall decrease in our delinquency rate, we believe that our refinement in technique better reflects current economic conditions. We also believe that policies and procedures are in place to effectively manage the credit risk on mortgage loans held ~~for~~in portfolio. See Note 6 of the Notes to the Financial Statements under Item 1 for a summary of the allowance for credit losses on mortgage loans, and delinquency aging and key credit quality indicators for our mortgage loan portfolio.

Investments: Investments are used to provide liquidity for our customers and their need for advances on an ongoing basis. Total investments increased ~~9.4~~0.8 percent primarily due to an overall increase in short-term investments used for liquidity, including Federal funds sold and reverse repurchase agreements. This increase was more than offset by the ~~80.3~~57.0 percent ~~decline~~decrease in cash from December 31, 2013, when we were unable to invest due to low yields and a general shortage of suitable investments in the market. Had we been able to invest the cash at year end, we would have experienced a decrease in short-term investments used for liquidity for the period ended June 30, 2014 compared to December 31, 2013. These investments are generally transacted with government agencies and large financial institutions that we consider to be of investment quality. The Finance Agency defines investment quality as a security with adequate financial backings so that full and timely payment of principal and interest on such security is expected and there is minimal risk that the timely payment of principal and interest would not occur because of adverse changes in economic and financial conditions during the projected life of the security.

Short-term Investments – Short-term investments, which are used to provide funds to meet the credit needs of our members and to maintain liquidity, consist primarily of reverse repurchase agreements, deposits in banks, overnight Federal funds sold, term Federal funds sold, certificates of deposit and commercial paper. The Bank Act and Finance Agency regulations set liquidity requirements for us, and our board of directors has also adopted additional liquidity policies. In addition, we maintain a contingency liquidity plan in the event of operational disruptions. See “Risk Management – Liquidity Risk Management” under this Item 2 for a discussion of our liquidity management.

~~Table of Contents~~

Within our portfolio of short-term investments, we face credit risk from unsecured exposures. Our short-term unsecured credit investments have maturities generally ranging between overnight and three months and include the following types:

Interest-bearing deposits. Unsecured deposits that earn interest.

Federal funds sold. Unsecured loans of reserve balances at the Federal Reserve Banks between financial institutions that are made on either an overnight or term basis.

Commercial paper. Unsecured debt issued by corporations, typically for the financing of accounts receivable, inventories, and meeting short-term liabilities.

Certificates of deposit. Unsecured negotiable promissory notes issued by banks and payable to the bearer at maturity.

Table 21 ~~Unsecured deposits that earn interest.~~

~~Federal funds sold.~~ ~~Unsecured loans of reserve balances at the Federal Reserve Banks between financial institutions that are made on either an overnight or term basis.~~

~~Commercial paper.~~ ~~Unsecured debt issued by corporations, typically for the financing of accounts receivable, inventories, and meeting short-term liabilities.~~

~~Certificates of deposit.~~ ~~Unsecured negotiable promissory notes issued by banks and payable to the bearer on demand.~~

~~Table 16~~ presents the carrying value of our unsecured credit exposure with private counterparties by investment type (in thousands). The unsecured investment credit exposure presented may not reflect the average or maximum exposure during the period as the balances presented reflect the balances at period end.

Table 16

03/31/2014
12/31/2013
Interest-bearing deposits
$
-

$
48

Federal funds sold

1,215,000

575,000

Commercial paper

49,998

-

Certificates of deposit

149,999

260,009

TOTAL UNSECURED INVESTMENT CREDIT EXPOSURE1
$
1,414,997

$
835,057

~~__________~~



	06/30/2014		12/31/2013
Interest-bearing deposits	$	—	$	48
Federal funds sold	865,000		575,000
Certificates of deposit	—		260,009
TOTAL UNSECURED INVESTMENT CREDIT EXPOSURE¹	$	865,000	$	835,057

1
¹	Excludes unsecured investment credit exposure to U.S. government, U.S. government agencies, ~~and~~ instrumentalities, GSEs and supranational entities and does not include related accrued interest.

We actively monitor our credit exposures and the credit quality of our counterparties, including an assessment of each counterparty’s financial performance, capital adequacy, sovereign support and the current market perceptions of the counterparties. General macro-economic, political and market conditions may also be considered when deciding on unsecured exposure. As a result, we may further limit existing exposures.

Finance Agency regulations: (1) include limits on the amount of unsecured credit an individual FHLBank may extend to a counterparty or to a group of affiliated counterparties; (2) permit us to extend additional unsecured credit for overnight extensions of credit, subject to limitations; and (3) prohibit us from investing in financial instruments issued by non-U.S. entities other than those issued by U.S. branches and agency offices of foreign commercial banks. For additional information on our management of unsecured credit exposure,

see Item 7 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Financial Condition – Investments” in our Form 10-K. As of ~~March 31,~~June 30, 2014, we were in compliance with all Finance Agency regulations relating to unsecured credit exposure.

We manage our credit risk by conducting pre-purchase credit due diligence and on-going surveillance described previously and generally investing in unsecured investments of highly-rated counterparties. From time to time, we extend unsecured credit to qualified members by investing in overnight Federal funds issued by them. In general, we treat members as any other market participant. However, since they are members and we have more access to specific financial information about our members, we have a lower capital requirement than for non-members, but members must still meet our credit ratings requirements. As of ~~March 31,~~June 30, 2014, all unsecured term investments were rated as investment grade based on NRSROs (see Table ~~20)~~25).

Table ~~of Contents~~

~~Table 17~~22 presents the amount of our unsecured investment credit exposure (in thousands) by remaining contractual maturity and by the domicile of the counterparty or the domicile of the counterparty’s parent for U.S. branches and agency offices of foreign commercial banks as of ~~March 31,~~June 30, 2014. We also mitigate the credit risk on investments by generally investing in investments that have short-term maturities. ~~As of March 31, 2014, 85.9 percent of the carrying value of total unsecured investments held by us had overnight maturities.~~

Table 17

Domicile of Counterparty
Overnight
Due 2 – 30 days
Due 31 – 90 days
Due 91 – 180 days
Total
Domestic
$
-

$
50,000

$
-

$
-

$
50,000

U.S. subsidiaries of foreign commercial banks

-

49,998

-

-

49,998

Total domestic and U.S. subsidiaries of foreign commercial banks

-

99,998

-

-

99,998

U.S. Branches and agency offices of foreign commercial banks:

Finland

375,000

-

-

-

375,000

Norway

325,000

-

-

-

325,000

United Kingdom

315,000

-

-

-

315,000

Canada

200,000

49,999

-

-

249,999

Sweden

-

50,000

-

-

50,000

Total U.S. Branches and agency offices of foreign commercial banks

1,215,000

99,999

-

-

1,314,999

TOTAL UNSECURED INVESTMENT CREDIT EXPOSURE1
$
1,215,000

$
199,997

$
-

$
-

$
1,414,997

~~__________~~



Domicile of Counterparty	Overnight
U.S. Branches and agency offices of foreign commercial banks:
Canada	$	400,000
Germany	265,000
Norway	200,000
TOTAL UNSECURED INVESTMENT CREDIT EXPOSURE¹	$	865,000

1
²	Excludes unsecured investment credit exposure to U.S. government, U.S. government agencies, ~~and~~ instrumentalities, GSEs and supranational entities and does not include related accrued interest.

Unsecured credit exposure continues to be cautiously placed, with exposure concentrated in the United States, United Kingdom, Canada, Germany, and the Nordic countries. In addition, we anticipate continued future investment in reverse repurchase agreements, which are secured investments, and limiting unsecured exposure, especially to foreign financial institutions, as long as the interest rates are comparable (e.g., these investments were extremely low the latter half of 2013 and remained low at year end so we had limited investments in reverse repurchase agreements during that timeframe). To enhance our liquidity position, we classify our unsecured short-term investment securities in our trading portfolio, which allows us to sell these securities if necessary.

Long-term investments – Our long-term investment portfolio consists primarily of Agency debentures, MBS/ABS, and ~~taxable~~ state housing finance agency securities. Our RMP restricts the acquisition of investments to highly rated long-term securities. The majority of these long-term securities are Agency MBS/CMOs, which provide an alternative means to promote liquidity in the mortgage finance markets while providing attractive returns. Agency debentures are the other significant investment class that we hold in our long-term investment portfolio. They provide attractive returns, can serve as excellent collateral (e.g., repurchase agreements and net derivatives exposure), and are classified as trading securities to enhance our liquidity position. Over half of our unsecured Agency debentures are fixed rate bonds, which are swapped from fixed to variable rates. The swaps do not qualify for hedge accounting, which results in the net interest payments or receipts on these economic hedges flowing through net gain (loss) on derivatives and hedging activities instead of net interest income. All swapped Agency debentures are classified as trading securities.

According to Finance Agency regulation codified at 12 C.F.R. §1267.3, no additional MBS purchases can be made if the amortized cost of our mortgage securities exceeds 300 percent of our regulatory capital. Further, quarterly increases in holdings of mortgage securities are restricted to no more than 50 percent of regulatory capital. During the early part of the second quarter of 2014, we purchased $269.6 million of Agency variable rate MBS/CMO securities when our ratio of MBS/CMO investments as a percentage of regulatory capital was below 300 percent. As of ~~March 31,~~June 30, 2014, the amortized cost of our MBS/CMO portfolio represented ~~303~~361 percent of our regulatory capital. As of ~~March 31,~~June 30, 2014, we held ~~$161.8~~$153.0 million of par value in MBS/CMOs in our trading portfolio for liquidity purposes and to provide additional balance sheet flexibility. All of the MBS/CMOs in the trading portfolio are variable rate Agency securities.

~~Table of Contents~~

Major Security Types – Securities for which we have the ability and intent to hold to maturity are classified as held-to-maturity securities and recorded at carrying value, which is the net total of par, premiums, discounts and credit and non-credit OTTI discounts. We classify certain investments as trading securities and carry them at fair value. Changes in the fair values of these investments are recorded through other income and original premiums/discounts on these investments are not amortized. We do not practice active trading, but hold trading securities for asset/liability management purposes, including liquidity. Certain investments that we may sell before maturity are classified as available-for-sale and carried at fair value, although we had no available-for-sale securities as of ~~March 31,~~June 30, 2014 or December 31, 2013. If fixed rate securities are hedged with interest rate swaps, we classify the securities as trading securities so that the changes in fair values of both the derivatives hedging the securities and the trading securities are recorded in other income. Securities acquired as asset/liability management tools to manage duration risk, which are likely to be sold when the duration risk is no longer present, are classified as available-for-sale or trading securities. See Note 3 in the Notes to Financial Statements included in Item 1 to this report for additional information on our different investment classifications including what types of securities are held under each classification. The carrying value of our investments is summarized by security type in Table 1823 (in thousands).

Table 18

03/31/2014
12/31/2013
Trading securities:

Commercial paper
$
49,998

$
-

Certificates of deposit

149,999

260,009

U.S. Treasury obligations

25,026

25,012

GSE debentures

1,723,668

2,247,966

Mortgage-backed securities:

U.S. obligation residential MBS

1,060

1,090

GSE residential MBS

160,963

170,700

Total trading securities

2,110,714

2,704,777

Held-to-maturity securities:

State or local housing agency obligations

62,237

63,472

Mortgage-backed or asset-backed securities:

U.S. obligation residential MBS

66,459

68,977

GSE single-family and multi-family residential MBS

4,772,117

4,974,649

Private-label residential MBS

296,128

315,333

Home equity loan ABS

1,220

1,228

Total held-to-maturity securities

5,198,161

5,423,659

Total securities

7,308,875

8,128,436

Interest-bearing deposits

309

1,116

Federal funds sold

1,215,000

575,000

Securities purchased under agreements to resell

1,000,000

-

TOTAL INVESTMENTS
$
9,524,184

$
8,704,552



	06/30/2014		12/31/2013
Trading securities:
Certificates of deposit	$	—	$	260,009
U.S. Treasury obligations	25,031		25,012
GSE debentures	1,417,882		2,247,966
Mortgage-backed securities:
U.S. obligation residential MBS	1,014		1,090
GSE residential MBS	152,365		170,700
Total trading securities	1,596,292		2,704,777
Held-to-maturity securities:
State or local housing agency obligations	131,601		63,472
Mortgage-backed or asset-backed securities:
U.S. obligation residential MBS	63,498		68,977
GSE single-family and multi-family residential MBS	4,842,178		4,974,649
Private-label residential MBS	273,781		315,333
Home equity loan ABS	1,291		1,228
Total held-to-maturity securities	5,312,349		5,423,659
Total securities	6,908,641		8,128,436

Interest-bearing deposits	669		1,116

Federal funds sold	865,000		575,000

Securities purchased under agreements to resell	1,000,000		—
TOTAL INVESTMENTS	$	8,774,310	$	8,704,552

~~Table of Contents~~

The contractual maturities of our investments are summarized by security type in Table 1924 (dollar amounts in thousands). Expected maturities of certain securities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment fees.

Table 19

03/31/2014

Due in
one year or less
Due after one year through five years
Due after five years through 10 years
Due after
10 years
Carrying Value
Trading securities:

Commercial Paper
$
49,998

$
-

$
-

$
-

$
49,998

Certificates of deposit

149,999

-

-

-

149,999

U.S. Treasury obligations

-

25,026

-

-

25,026

GSE debentures

517,685

1,098,593

107,390

-

1,723,668

Mortgage-backed securities:

U.S. obligation residential MBS

-

-

-

1,060

1,060

GSE residential MBS

-

-

-

160,963

160,963

Total trading securities

717,682

1,123,619

107,390

162,023

2,110,714

Yield on trading securities

0.08
%

4.34
%

3.25
%

2.64
%

Held-to-maturity securities:

State or local housing agency obligations

-

-

20,005

42,232

62,237

Mortgage-backed or asset-backed securities:

U.S. obligation residential MBS

9

53

-

66,397

66,459

GSE single-family and multi-family residential MBS

-

65,103

1,471,906

3,235,108

4,772,117

Private-label residential MBS

-

28,082

14,526

253,520

296,128

Home equity loans ABS

-

-

-

1,220

1,220

Total held-to-maturity securities

9

93,238

1,506,437

3,598,477

5,198,161

Yield on held-to-maturity securities

6.89
%

2.72
%

2.56
%

2.21
%

Total securities

717,691

1,216,857

1,613,827

3,760,500

7,308,875

Yield on total securities

0.08
%

4.21
%

2.61
%

2.22
%

Interest-bearing deposits

309

-

-

-

309

Federal funds sold

1,215,000

-

-

-

1,215,000

Securities purchased under agreements to resell

1,000,000

-

-

-

1,000,000

TOTAL INVESTMENTS
$
2,933,000

$
1,216,857

$
1,613,827

$
3,760,500

$
9,524,184



	06/30/2014
	Due in one year or less			Due after one year through five years			Due after five years through 10 years			Due after 10 years			Carrying Value
Trading securities:
U.S. Treasury obligations	$	25,031		$	—		$	—		$	—		$	25,031
GSE debentures	367,561			940,615			109,706			—			1,417,882
Mortgage-backed securities:
U.S. obligation residential MBS	—			—			—			1,014			1,014
GSE residential MBS	—			—			—			152,365			152,365
Total trading securities	392,592			940,615			109,706			153,379			1,596,292
Yield on trading securities	0.14		%	5.20		%	3.25		%	2.44		%
Held-to-maturity securities:
State or local housing agency obligations	—			—			19,885			111,716			131,601
Mortgage-backed or asset-backed securities:
U.S. obligation residential MBS	2			43			—			63,453			63,498
GSE single-family and multi-family residential MBS	—			71,571			1,579,149			3,191,458			4,842,178
Private-label residential MBS	—			27,079			13,061			233,641			273,781
Home equity loans ABS	—			—			—			1,291			1,291
Total held-to-maturity securities	2			98,693			1,612,095			3,601,559			5,312,349
Yield on held-to-maturity securities	6.89		%	2.55		%	2.29		%	2.07		%

Total securities	392,594			1,039,308			1,721,801			3,754,938			6,908,641
Yield on total securities	0.14		%	4.93		%	2.35		%	2.09		%

Interest-bearing deposits	669			—			—			—			669

Federal funds sold	865,000			—			—			—			865,000

Securities purchased under agreements to resell	1,000,000			—			—			—			1,000,000
TOTAL INVESTMENTS	$	2,258,263		$	1,039,308		$	1,721,801		$	3,754,938		$	8,774,310

~~Table of Contents~~

Securities Ratings – Tables 2025 and 2126 present the carrying value of our investments by rating (in thousands). The ratings presented are the lowest ratings available for each security based on NRSROs. We also utilize other credit quality factors when analyzing potential investments including, but not limited to, collateral performance, marketability, asset class or sector considerations, local and regional economic conditions, and/or the financial health of the underlying issuer.

Table 20

03/31/2014
Carrying Value1

Investment Grade
Below Investment Grade
Unrated
Total

Triple-A
Double-A
Single-A
Triple-B
Interest-bearing deposits2
$
-

$
309

$

$
-

$
-

$
-

$
309

Federal funds sold2

-

375,000

840,000

-

-

-

1,215,000

Securities purchased under agreements to resell3

-

250,000

-

-

750,000

1,000,000

Investment securities:

Non-mortgage-backed securities:

Commercial paper2

-

49,998

-

-

-

-

49,998

Certificates of deposit2

-

99,999

50,000

-

-

-

149,999

U.S. Treasury obligations

-

25,026

-

-

-

-

25,026

GSE debentures

-

1,723,668

-

-

-

-

1,723,668

State or local housing agency obligations

16,362

30,000

-

15,875

-

-

62,237

Total non-mortgage-backed securities

16,362

1,928,691

50,000

15,875

-

-

2,010,928

Mortgage-backed or asset-backed securities:

U.S. obligation residential MBS

-

67,519

-

-

-

-

67,519

GSE single-family and multi-family residential MBS

-

4,933,080

-

-

-

-

4,933,080

Private label residential MBS

-

12,596

14,129

108,457

160,870

76

296,128

Home equity loan ABS

-

-

-

-

766

454

1,220

Total mortgage-backed securities

-

5,013,195

14,129

108,457

161,636

530

5,297,947

TOTAL INVESTMENTS
$
16,362

$
7,317,195

$
1,154,129

$
124,332

$
161,636

$
750,530

$
9,524,184



	06/30/2014
	Carrying Value¹
	Investment Grade								Below Triple-B		Unrated		Total
	Triple-A		Double-A		Single-A		Triple-B
Interest-bearing deposits²	$	—	$	669	$	—	$	—	$	—	$	—	$	669

Federal funds sold²	—		—		865,000		—		—		—		865,000

Securities purchased under agreements to resell³	—		500,000		—		—		—		500,000		1,000,000

Investment securities:
Non-mortgage-backed securities:
U.S. Treasury obligations	—		25,031		—		—		—		—		25,031
GSE debentures	—		1,417,882		—		—		—		—		1,417,882
State or local housing agency obligations	85,726		30,000		—		15,875		—		—		131,601
Total non-mortgage-backed securities	85,726		1,472,913		—		15,875		—		—		1,574,514
Mortgage-backed or asset-backed securities:
U.S. obligation residential MBS	—		64,512		—		—		—		—		64,512
GSE single-family and multi-family residential MBS	—		4,994,543		—		—		—		—		4,994,543
Private label residential MBS	—		11,056		12,418		102,564		147,670		73		273,781
Home equity loan ABS	—		—		—		—		814		477		1,291
Total mortgage-backed securities	—		5,070,111		12,418		102,564		148,484		550		5,334,127

TOTAL INVESTMENTS	$	85,726	$	7,043,693	$	877,418	$	118,439	$	148,484	$	500,550	$	8,774,310

1
¹	Investment amounts represent the carrying value and do not include related accrued interest receivable of ~~$12.5~~$19.6 million at ~~March 31,~~June 30, 2014.


²	Amounts include unsecured credit exposure with overnight original ~~maturities ranging between overnight and 92 days.~~ maturities.


³	Amounts represent collateralized overnight borrowings by counterparty rating.

Table ~~of Contents~~

~~Table 21~~

12/31/2013
Carrying Value1

Investment Grade
Below Investment Grade
Unrated
Total

Triple-A
Double-A
Single-A
Triple-B
Interest-bearing deposits2
$
48

$
1,068

$
-

$
-

$
-

$
-

$
1,116

Federal funds sold2

-

375,000

200,000

-

-

-

575,000

Investment securities:

Non-mortgage-backed securities:

Certificates of deposit2

-

260,009

-

-

-

-

260,009

U.S. Treasury obligations

-

25,012

-

-

-

-

25,012

GSE debentures

-

2,247,966

-

-

-

-

2,247,966

State or local housing agency obligations

16,477

30,000

16,995

-

-

63,472

Total non-mortgage-backed securities

16,477

2,562,987

-

16,995

-

-

2,596,459

Mortgage-backed or asset-backed securities:

U.S. obligation residential MBS

-

70,067

-

-

-

-

70,067

GSE single-family and multi-family residential MBS

-

5,145,349

-

-

-

5,145,349

Private label residential MBS

2,148

16,053

13,939

125,939

157,174

80

315,333

Home equity loan ABS

749

479

1,228

Total mortgage-backed securities

2,148

5,231,469

13,939

125,939

157,923

559

5,531,977

TOTAL INVESTMENTS
$
18,673

$
8,170,524

$
213,939

$
142,934

$
157,923

$
559

$
8,704,552



	12/31/2013
	Carrying Value¹
	Investment Grade								Below Triple-B		Unrated		Total
	Triple-A		Double-A		Single-A		Triple-B
Interest-bearing deposits²	$	48	$	1,068	$	—	$	—	$	—	$	—	$	1,116

Federal funds sold²	—		375,000		200,000		—		—		—		575,000

Investment securities:
Non-mortgage-backed securities:
Certificates of deposit²	—		260,009		—		—		—		—		260,009
U.S. Treasury obligations	—		25,012		—		—		—		—		25,012
GSE debentures	—		2,247,966		—		—		—		—		2,247,966
State or local housing agency obligations	16,477		30,000		—		16,995		—		—		63,472
Total non-mortgage-backed securities	16,477		2,562,987		—		16,995		—		—		2,596,459
Mortgage-backed or asset-backed securities:
U.S. obligation residential MBS	—		70,067		—		—		—		—		70,067
GSE single-family and multi-family residential MBS	—		5,145,349		—		—		—		—		5,145,349
Private label residential MBS	2,148		16,053		13,939		125,939		157,174		80		315,333
Home equity loan ABS	—		—		—		—		749		479		1,228
Total mortgage-backed securities	2,148		5,231,469		13,939		125,939		157,923		559		5,531,977

TOTAL INVESTMENTS	$	18,673	$	8,170,524	$	213,939	$	142,934	$	157,923	$	559	$	8,704,552

1
¹	Investment amounts represent the carrying value and do not include related accrued interest receivable of $22.2 million at December 31, 2013.


²	Amounts include unsecured credit exposure with original maturities ranging between overnight and 95 days.

~~Table of Contents~~

Private-label Mortgage-backed and Asset-backed Securities – The carrying value of our portfolio of private-label MBS/ABS is less than one percent of total assets. We classify private-label MBS/ABS as prime, Alt-A and subprime based on the originator’s classification at the time of origination or based on classification by an NRSRO upon issuance of the MBS/ABS.

Table 2227 presents a summary of the UPB of private-label MBS/ABS by interest rate type and by type of collateral (in thousands):

Table 22

03/31/2014
12/31/2013

Fixed Rate1
Variable Rate1
Total
Fixed Rate1
Variable Rate1
Total
Private-label residential MBS:

Prime
$
45,591

$
109,157

$
154,748

$
50,734

$
115,983

$
166,717

Alt-A

84,847

78,785

163,632

90,124

82,100

172,224

Total private-label residential MBS

130,438

187,942

318,380

140,858

198,083

338,941

Home equity loan ABS:

Subprime

-

3,177

3,177

-

3,348

3,348

TOTAL
$
130,438

$
191,119

$
321,557

$
140,858

$
201,431

$
342,289



	06/30/2014						12/31/2013
	Fixed Rate¹		Variable Rate¹		Total		Fixed Rate¹		Variable Rate¹		Total
Private-label residential MBS:
Prime	$	38,424	$	104,530	$	142,954	$	50,734	$	115,983	$	166,717
Alt-A	76,870		74,913		151,783		90,124		82,100		172,224
Total private-label residential MBS	115,294		179,443		294,737		140,858		198,083		338,941
Home equity loan ABS:
Subprime	—		3,069		3,069		—		3,348		3,348
TOTAL	$	115,294	$	182,512	$	297,806	$	140,858	$	201,431	$	342,289

1
¹	The determination of fixed or variable rate is based upon the contractual coupon type of the security.

~~Table of Contents~~

~~Ninety-seven~~Ninety-eight percent of our private-label MBS/ABS were securitized prior to 2006, and there are no securities in the portfolio issued after June 2006. As a result of this higher quality, well-seasoned portfolio, we have not experienced significant losses in our private-label MBS/ABS portfolio from OTTI. Table 2328 presents statistical information for our private-label MBS/ABS by year of securitization and rating (dollar amounts in thousands):

Table 23

03/31/2014
Private-Label MBS/ABS By Year of Securitization

Total
2006
2005
2004 and Prior
Private-label residential MBS:

UPB by credit rating:

Double-A
$
12,614

$
-

$
-

$
12,614

Single-A

14,168

-

-

14,168

Triple-B

108,570

-

2,968

105,602

Below investment grade:

Double-B

65,600

-

1,992

63,608

Single-B

35,246

4,729

688

29,829

Triple-C

47,544

-

28,944

18,600

Double-C

15,117

3,850

7,555

3,712

Single-D

21,662

227

21,435

-

Unrated

1,036

-

-

1,036

TOTAL
$
321,557

$
8,806

$
63,582

$
249,169

Amortized cost
$
312,185

$
8,361

$
57,473

$
246,351

Gross unrealized losses

(13,605)

-

(4,231)

(9,374)

Fair value

302,542

8,692

54,002

239,848

OTTI:

Credit-related OTTI charge taken year-to-date
$
361

$
27

$
318

$
16

Non-credit-related OTTI charge taken year-to-date

(361)

(27)

(318)

(16)

TOTAL
$
-

$
-

$
-

$
-

Weighted average percentage of fair value to UPB

94.1
%

98.7
%

84.9
%

96.3
%
Original weighted average credit support1

4.9

3.0

5.7

4.8

Weighted average credit support1

10.4

4.3

4.6

12.1

Weighted average collateral delinquency2

11.0

15.7

14.0

10.0



06/30/2014
Private-Label MBS/ABS By Year of Securitization
	Total			2006			2005			2004 and Prior
Private-label residential MBS:
UPB by credit rating:
Double-A	$	11,072		$	—		$	—		$	11,072
Single-A	12,452			—			—			12,452
Triple-B	102,671			—			2,897			99,774
Double-B	58,140			—			2,459			55,681
Single-B	33,309			3,532			—			29,777
Triple-C	39,707			—			22,159			17,548
Double-C	18,848			3,634			11,701			3,513
Single-D	20,600			206			20,394			—
Unrated	1,007			—			—			1,007
TOTAL	$	297,806		$	7,372		$	59,610		$	230,824

Amortized cost	$	288,920		$	6,956		$	53,758		$	228,206
Gross unrealized losses	(12,428		)	—			(3,796		)	(8,632		)
Fair value	280,322			7,235			50,767			222,320

OTTI:
Credit-related OTTI charge taken year-to-date	$	423		$	27		$	318		$	78
Non-credit-related OTTI charge taken year-to-date	(423		)	(27		)	(318		)	(78		)
TOTAL	$	—		$	—		$	—		$	—

Weighted average percentage of fair value to UPB	94.1		%	98.2		%	85.2		%	96.3		%
Original weighted average credit support¹	5.0			3.1			5.8			4.8
Weighted average credit support¹	10.5			4.3			4.5			12.2
Weighted average collateral delinquency²	10.9			15.7			14.0			9.9

1
¹	Credit support is defined as the percentage of subordinate tranches and over-collateralization, if any, in a security structure that will absorb losses before the holders of the security will incur losses.


²	Collateral delinquency is based on the sum of loans greater than 60 days delinquent plus loans in foreclosure plus loans in bankruptcy plus REO.

Other-than-temporary Impairment –Based upon our OTTI evaluation process that results in a conclusion as to whether a credit loss exists (present value of our best estimate of the cash flows expected to be collected is less than the amortized cost basis of each individual security), we have concluded that, except for 27 outstanding private-label MBS upon which we have recognized OTTI, there is no evidence of a likely credit loss in our other ~~109~~107 private-label MBS/ABS; there is no intent to sell, nor is there any requirement to sell; and, thus, there is no OTTI for the remaining private-label MBS that have declined in value.

Table ~~of Contents~~

~~Tables 24 and 25 present~~29 presents a summary of the significant inputs used to evaluate all non-Agency MBS for OTTI as well as related current credit enhancement. Credit enhancement is defined as the percentage of subordinated tranches and over-collateralization, if any, in a security structure that will generally absorb losses before we will experience a loss on the security. The calculated averages represent the dollar-weighted averages of all the private-label MBS investments, except for those securities that are qualitatively evaluated, in each category shown. The classification (prime, Alt-A and subprime) is based on the classification at the time of origination.

Table 24

Private-label residential MBS
Year of Securitization
Significant Inputs
Current Credit Enhancements
Prepayment Rates
Default Rates
Loss Severities
Prime:

2004 and prior

11.9
%

5.7
%

31.2
%

11.5
%
2005

11.3

9.8

33.4

6.4

2006

11.4

10.5

37.9

4.3

Total Prime

11.8

6.1

31.6

10.8

Alt-A:

2004 and prior

12.3

9.4

33.8

13.2

2005

10.6

14.5

38.8

4.4

Total Alt-A

11.7

11.2

35.5

10.2

TOTAL

11.8
%

8.7
%

33.6
%

10.5
%

~~Table 25~~


Private-label residential MBS													Private-label residential MBS
													Significant Inputs						Current Credit Enhancements
Year of Securitization													Prepayment Rates		Default Rates		Loss Severities		Current Credit Enhancements
Prime:
2004 and prior													13.3	%	5.4	%	30.9	%	11.7	%
2005													13.5		8.7		33.7		6.9
2006													14.2		10.5		37.5		4.3
Total Prime													13.3		5.8		31.4		11.1
Alt-A:
2004 and prior													14.8		8.9		34.1		13.3
2005													13.1		14.0		38.4		4.2
Total Alt-A													14.2		10.7		35.6		10.1
TOTAL													13.8	%	8.3	%	33.6	%	10.6	%

Home Equity Loan ABS	Home Equity Loan ABS												Home Equity Loan ABS
Year of Securitization	Significant Inputs									Current Credit Enhancements			Significant Inputs						Current Credit Enhancements
Year of Securitization	Prepayment Rates			Default Rates			Loss Severities			Current Credit Enhancements			Prepayment Rates		Default Rates		Loss Severities		Current Credit Enhancements
Subprime:
2004 and prior		4.8	%		5.5	%		78.7	%		2.1	%	4.2	%	6.2	%	82.8	%	2.3	%

We also evaluate other non-mortgage related investment securities, primarily consisting of municipal bonds issued by housing finance authorities, for potential impairment. During the ~~first~~second quarter of 2014, we did not identify any non-MBS/ABS securities as having impairment.

In addition to evaluating all of our private-label MBS/ABS under a base case (or best estimate) scenario for generating expected cash flows, a cash flow analysis is also performed for each security under a more stressful housing price scenario. The more stressful scenario is designed to provide an indication of the sensitivity of our private-label MBS/ABS to the deterioration in housing prices beyond our base case estimates. The stress test scenario and associated results do not represent our current expectations and therefore, should not be construed as a prediction of future results, market conditions or the actual performance of these securities. Rather, the results from the hypothetical stress test scenario provide a measure of the credit losses that we might incur if home price declines (and subsequent recoveries) are more adverse than those projected as our best estimate in our OTTI assessment. OTTI related to credit loss under the hypothetical stress test scenario for the quarter ended ~~March 31,~~June 30, 2014 is ~~$0.7~~$0.3 million compared to ~~$0.4~~$0.1 million recorded under the base case scenario.

~~Table of Contents~~

Deposits:Total deposits ~~increased 6.1~~decreased 19.2 percent from December 31, 2013 to ~~March 31,~~June 30, 2014, marked most significantly by ~~an increase~~a decrease in overnight ~~balances and certificates of deposit. Deposit programs are offered primarily to facilitate customer transactions with us.~~balances. Deposit products offered primarily include demand and overnight deposits and short-term certificates of deposit. Demand deposit programs are offered primarily to facilitate customer transactions with us, such as cash flows associated with advances and MPF transactions. Overnight deposits provide an alternative short-term investment option to members. The majority of deposits are in overnight or demand accounts that generally re-price daily based upon a market index such as overnight Federal funds. However, because of the extremely low interest rate environment, we have established a current floor of 5 bps on demand deposits and 10 bps on overnight deposits. The level of deposits is driven by member demand for deposit products, which in turn is a function of the liquidity position of members. Factors that influence deposit levels include turnover in member investment and loan portfolios, changes in members’ customer deposit balances, changes in members’ demand for liquidity and our deposit pricing as compared to other short-term market rates. Declines in the level of deposits could occur during 2014 if demand for loans at member institutions increases, if members continue to de-leverage their balance sheets or if decreases in the general level of liquidity of members should occur. Fluctuations in deposits have

little impact on our ability to obtain liquidity. We historically have had stable and ready access to the capital markets through consolidated obligations and can replace any reduction in deposits with similarly or even lower priced borrowings.

Consolidated Obligations: Consolidated obligations are the joint and several debt obligations of the 12 FHLBanks and consist of bonds and discount notes. Consolidated obligations represent the primary source of liabilities we use to fund advances, mortgage loans and investments. As noted under Item 3 – “Quantitative and Qualitative Disclosures About Market Risk,” we use debt with a variety of maturities and option characteristics to manage our interest rate risk profile. We make extensive use of derivative transactions, executed in conjunction with specific consolidated obligation debt issues, to synthetically structure funding terms and costs.

Bonds are primarily used to fund longer-term (one year or greater) advances, mortgage loans and investments. To the extent that the bond is funding variable rate assets, we typically either issue a bond that has variable rates matching the asset index or utilize an interest rate swap to change the bond’s characteristics in order to match the asset’s index. Additionally, we sometimes use fixed rate, variable rate or complex consolidated obligation bonds that are swapped or indexed to LIBOR to fund short-term advances and money market investments or as a liquidity risk management tool.

Discount notes are primarily used to fund: (1) shorter-term advances or adjustable rate advances with indices and resets based on our short-term cost of funds; and (2) investments with maturities of three months or less. However, we sometimes use discount notes to fund longer-term assets, including fixed rate assets, variable rate assets, assets swapped to synthetically create variable rate assets, and short-term anticipated cash flows generated by longer-term fixed rate assets.

Total consolidated obligations decreased ~~5.9~~0.3 percent from December 31, 2013 to ~~March 31,~~June 30, 2014. Discount notes ~~decreased~~increased from 35.2 percent of total outstanding consolidated obligations as of December 31, 2013 to ~~32.1~~37.1 percent as of ~~March 31,~~June 30, 2014 primarily as a result of the ~~decrease~~increase in our line of credit product and other ~~adjustable rate~~short-term advance products (see this Item 2 – “Financial Condition – Advances”). Bonds decreased from $20.1 billion as of December 31, 2013 to ~~$19.8~~$19.4 billion as of ~~March 31,~~June 30, 2014 primarily ~~due to declines in~~as a result of replacing $0.4 billion of unswapped callable bonds ~~swapped or indexed to LIBOR as we allowed our excess LIBOR-based debt position to decline.~~with discount notes. We have also begun efforts to reduce our balance sheet allocation to money market securities and some other investments and plan to continue this throughout the remainder of 2014, which may continue to have some impact on the composition mix of our liabilities between bonds and discount notes.

Several recent developments have the potential to impact the demand for FHLBank consolidated obligations in 2014 and perhaps beyond. For a discussion of the impact of these recent developments, U.S. government programs and the financial markets on the cost of FHLBank consolidated obligations, see “Financial Market Trends” under this Item 2.

While we currently have stable access to funding markets, future developments could impact the cost of replacing outstanding debt. Some of these include, but are not limited to, a large increase in call volume, significant increases in advance demand, legislative and regulatory changes, proposals addressing GSEs, derivative and financial market reform, a decline in investor demand for consolidated obligations, further rating agency downgrades of U.S. Treasury obligations that will in turn impact the rating on FHLBank consolidated obligations and changes in Federal Reserve policies and outlooks.

~~Table of Contents~~

Derivatives: All derivatives are marked to fair value with any associated accrued interest, and netted by clearing agent by Derivative Clearing Organization (Clearinghouse), or by counterparty and offset by the fair value of any swap cash collateral received or delivered where the legal right of offset has been determined, and included on the Statements of Condition as an asset when there is a net fair value gain or as a liability when there is a net fair value loss. Fair values of our derivatives primarily fluctuate as the OIS and LIBOR/Swap interest rate curves fluctuate. Other factors such as implied price/interest rate volatility, the shape of the above interest rate curves and time decay can also drive the market price for derivatives.

We use derivatives in three ways: (1) by designating them as either a fair value or cash flow hedge of an underlying financial instrument, firm commitment or a forecasted transaction; (2) by acting as an intermediary; and (3) in asset/liability management (i.e., economic hedge). Economic hedges are defined as derivatives hedging specific or non-specific underlying assets, liabilities or firm commitments that do not qualify for hedge accounting under GAAP, but are acceptable hedging strategies under our RMP. To meet the hedging needs of our members, we enter into offsetting derivatives, acting as an intermediary between members and other counterparties. This intermediation allows smaller members indirect access to the derivatives market. However, because of increased regulatory requirements ~~and the uncertainty surrounding the cost associated~~ with clearing intermediated derivatives we have placed aan indefinite moratorium on these intermediated derivative ~~transactions until such time that we can determine their future cost structure.~~transactions. The derivatives used in intermediary activities do not receive hedge accounting and are separately marked-to-market through earnings (classified as economic hedges).

The notional amount of total derivatives outstanding decreased slightly, from $18.9 billion at December 31, 2013 to ~~$18.3~~$17.8 billion at ~~March 31,~~June 30, 2014, primarily due to ~~our recent use of LIBOR-based variable rate bonds for funding instead of~~the decline in variable rate bonds swapped to LIBOR. For additional information regarding the types of derivative instruments and risks hedged, see Tables 3337 and 3438 under Item 3 – “Quantitative and Qualitative Disclosures About Market Risk.”

Liquidity and Capital Resources

Liquidity: To meet our mission of serving as an economical funding source for our members and housing associates, we must maintain high levels of liquidity. We are required to maintain liquidity in accordance with certain Finance Agency regulations and guidelines and with policies established by management and the Board of Directors. We need liquidity to repay maturing consolidated obligations and other borrowings, to meet advance needs of our members, to make payments of dividends to our members and to repurchase excess capital stock at our discretion, whether upon the request of a member or at our own initiative (mandatory stock repurchases).

A primary source of our liquidity is the issuance of consolidated obligations. The capital markets traditionally have treated FHLBank obligations as U.S. government agency debt. As a result, even though the U.S. government does not guarantee FHLBank debt, we generally have comparatively stable access to funding at relatively favorable spreads to U.S. Treasury rates. We are primarily and directly liable for our portion of consolidated obligations (i.e., those obligations issued on our behalf). In addition, we are jointly and severally liable with the other 11 FHLBanks for the payment of principal and interest on the consolidated obligations of all 12 FHLBanks.

Our other sources of liquidity include deposit inflows, repayments of advances or mortgage loans, maturing investments, interest income, and proceeds from reverse repurchase agreements or the sale of unencumbered assets. Uses of liquidity include issuing advances, purchasing mortgage loans, purchasing investments, deposit withdrawals, capital repurchases, maturing or called consolidated obligations, interest expense, dividend payments to members, other contractual payments, and contingent funding or purchase obligations including letters of credit and any required purchases of securities under standby bond purchase agreements.

Total cash and short-term investments with remaining maturities of one year or less, which include term and overnight Federal funds sold, certificates of deposit, commercial paper and reverse repurchase agreements, decreased slightly from $3.5 billion as of December 31, 2013 to ~~$3.3~~$3.0 billion as of ~~March 31,~~June 30, 2014 as part of our strategic core mission asset initiative. The maturities of our short-term investments are structured to provide periodic cash flows to support our ongoing liquidity needs. To enhance our liquidity position, short-term investment securities (i.e., commercial paper and marketable certificates of deposit) are also classified as trading so that they can be readily sold should liquidity be needed immediately. We also maintain a portfolio of GSE debentures and U.S. ~~government-guaranteed debentures~~Treasury obligations that can be pledged as collateral for financing in the securities repurchase agreement market and are classified as trading to enhance our liquidity position. These debentures decreased to ~~$1.6~~$1.4 billion in par value as of ~~March 31,~~June 30, 2014 from $2.2 billion in par value as of December 31, 2013, reflecting maturities of these debentures during the first ~~quarter~~half of 2014. We anticipate further declines in our short-term investments as part of our strategic core mission asset initiatives but will ensure that we maintain adequate levels for liquidity and collateral purposes.

~~Table of Contents~~

In order to assure that we can take advantage of those sources of liquidity that will affect our leverage capital requirements, we manage our average capital ratio to stay sufficiently above our minimum regulatory and RMP requirements so that we can utilize the excess capital capacity should the need arise. Managing our average capital ratio sufficiently above minimum regulatory and RMP requirements helps ensure our ability to meet the liquidity needs of our members and to increase our ability to repurchase excess stock either: (1) initiated at our discretion to adjust our balance sheet size or manage the amount of excess capital stock; or (2) upon the submission of a redemption request by a member. On April 4, 2014, we repurchased $276 million of excess Class A Common Stock as part of our strategic core mission asset initiatives. This excess capital stock repurchase was generally funded through the issuance of additional discount notes, thus effectively decreasing our capital-to-assets ratio. Going forward, we plan to repurchase all excess Class A Common Stock on a regular basis, which will generally be at least monthly. Ultimately, we anticipate this reduction in excess capital stock will allow us to maintain a consistent capital-to-asset ratio while continuing to reduce our ~~money market and other investments while still maintaining adequate levels for liquidity and collateral purposes.~~

level of investments.

We are subject to five metrics for measuring liquidity, and have remained in compliance with each of these liquidity requirements throughout the ~~first~~second quarter of 2014 (see “Risk Management – Liquidity Risk Management” under this Item 2 for additional discussion on our liquidity requirements). In order to ensure a sufficient liquidity cushion, we generally maintain a relatively longer weighted-average maturity on our consolidated obligation discount notes than the weighted average maturity of short-term investments. The weighted average remaining days to maturity of discount notes outstanding ~~remained unchanged at~~increased to 58 days as of June 30, 2014 from 39 days as of ~~March 31, 2014 and~~ December 31, 2013. The weighted average remaining maturity of our money market investment portfolio (Federal funds sold, marketable certificates of deposit, commercial paper and reverse repurchase agreements) and non-earning cash left in our Federal Reserve Bank account decreased to ~~2 days~~1 day as of ~~March 31,~~June 30, 2014 from 7 days as of December 31, 2013 ~~primarily due to a decrease in the average remaining maturity of term investments and an increase in~~because we only held short-term investments with overnight maturities ~~which was only partially offset by the decrease in cash.~~as of June 30, 2014. As a result of the decrease in the weighted average maturity of these short-term assets, ~~and no change in the weighted average maturity of discount notes outstanding,~~ the mismatch of discount notes and our money market investment portfolio increased from 32 days on December 31, 2013 to 3757 days on ~~March 31,~~June 30, 2014. Over time, especially as the yield curve steepens on the short end, maintaining the differential between the weighted average original maturity between discount notes and money market investments will marginally increase our cost of funds and reduce our net interest income.

We sometimes leave cash in our non-earning Federal Reserve Bank account at the end of the day for several reasons including: (1) advance payoffs that occur late in the day; (2) insufficient returns in the Federal funds market to compensate us for the associated credit risk; (3) general shortage of liquid investments in the market; and ~~(3)~~(4) the desire not to increase our balance sheet allocation to other investment

categories. We left ~~$0.3~~$0.7 billion in our Federal Reserve Bank account on ~~March 31,~~June 30, 2014 compared to $1.7 billion on December 31, 2013 primarily due to insufficient returns and a general shortage of liquid investments in the market at December 31, 2013.

In addition to the balance sheet sources of liquidity discussed previously, we have established lines of credit with numerous counterparties in the Federal funds market as well as with the other 11 FHLBanks. Accordingly, we expect to maintain a sufficient level of liquidity for the foreseeable future.

Capital: Total capital consists of capital stock, retained earnings and AOCI.

As reflected in Table 26, capital stock decreased due to lower advance balances (activity-based stock purchase requirement), our repurchase of excess capital stock and, to a smaller extent, the loss of members resulting from mergers, acquisitions of members (asset-based stock purchase requirement).

Capital stock declined ~~6.9~~29.9 percent from December 31, 2013 to ~~March 31,~~June 30, 2014, primarily due to an increase in repurchases of excess stock ~~which was related in part to~~and a ~~decrease~~reduction in the ~~required level of Class B Common Stock as a result of the decrease in~~activity-based stock purchase requirement for advances. Under our capital plan, members must purchase additional activity-based stock as they enter into advance transactions with us. The amount required is subject to change within ranges established under our capital plan. Beginning May 5, 2014, the activity-based stock purchase requirement for advances ~~will be~~was reduced from ~~the current~~ 5.0 percent to 4.5 percent. Excess stock represents the amount of stock held by a member in excess of that institution’s minimum stock ~~purchase. As member advance activity declines,~~requirement. Upon reducing the activity-based stock purchase requirement, excess stock is created since the member no longer needs the same level of activity-based capital stock. If our excess stock exceeds 1.0 percent of our assets before or after the payment of a dividend in the form of stock, we would be prohibited by Finance Agency regulation from paying dividends in the form of stock. To manage the amount of excess stock, we repurchase excess Class A Common Stock over maximum amounts held by any individual member as of specific dates throughout the year. As discussed previously, in April 2014, we began the practice of repurchasing all outstanding excess Class A Common Stock, generally on a monthly basis. The current practice of regular weekly exchanges of all excess Class B Common Stock over $50,000 for Class A Common Stock is still in effect. As reflected in Table ~~26,~~30, the amount of excess stock held by members decreased. This decrease is at least partially attributable to: (1) our capital management practices initiated; (2) a common practice by some of our members to request redemptions of excess stock; and (3) our subsequent discretionary repurchase of member requests.

~~Table of Contents~~

Under our cooperatively structured capital plan, our capital stock balances should fluctuate along with any growth (increased capital stock balances) or reduction (decreased capital stock balances) in advance balances in future periods. Any repurchase of excess capital stock is at our discretion and subject to statutory and regulatory limitations, including being in compliance with all of our regulatory capital requirements after any such discretionary repurchase.

Our activity-based stock purchase requirements are consistent with our cooperative structure: members’ stock ownership requirements and the dollar amount of dividends received generally increases as their activities with us increase. To the extent that a member’s asset-based stock purchase requirement is insufficient to cover the member’s activity-based stock purchase requirement and the member is required to purchase Class B Common Stock, we believe the value of our products and services is enhanced by dividend yields that exceed the return available from other investments with similar terms and credit quality. Factors that affect members’ willingness to enter into activity with us and purchase additional required activity-based stock include, but are not limited to, our dividend rates, the risk-based capital weighting of our capital stock and alternative investment opportunities available to the members. Based on anecdotal evidence (such as member advance activity and discussions with members), we believe that our activity-based stock purchase requirement for advances has not reduced advance activity with our members, although that may not hold true in the future. Table 2630 provides a summary of member capital requirements under our current capital plan as of ~~March 31,~~June 30, 2014 and December 31, 2013 (in thousands):

Table 26

Requirement
03/31/2014
12/31/2013
Asset-based (Class A only)
$
153,269

$
155,282

Activity-based (additional Class B)1

705,694

765,590

Total Required Stock2

858,963

920,872

Excess Stock (Class A and B)

311,487

336,141

Total Stock2
$
1,170,450

$
1,257,013

Activity-based Requirements:

Advances3
$
792,795

$
857,562

AMA assets (mortgage loans)4

2,376

2,467

Total Activity-based Requirement

795,171

860,029

Asset-based Requirement (Class A stock) not supporting member activity1

63,792

60,843

Total Required Stock2
$
858,963

$
920,872



Requirement	06/30/2014		12/31/2013
Asset-based (Class A only)	$	155,133	$	155,282
Activity-based (additional Class B)¹	681,558		765,590
Total Required Stock²	836,691		920,872
Excess Stock (Class A and B)	45,420		336,141
Total Stock²	$	882,111	$	1,257,013
Activity-based Requirements:
Advances³	$	773,511	$	857,562
AMA assets (mortgage loans)⁴	2,251		2,467
Total Activity-based Requirement	775,762		860,029
Asset-based Requirement (Class A stock) not supporting member activity¹	60,929		60,843
Total Required Stock²	$	836,691	$	920,872

1
¹	Class A Common Stock, up to a member’s asset-based stock requirement, will be used to satisfy a member’s activity-based stock requirement before any Class B Common Stock is purchased by the member.


²	Includes mandatorily redeemable capital stock.


³	Advances to housing associates have no activity-based requirements because housing associates cannot own FHLBank stock.


⁴	Non-members are subject to the AMA activity-based stock requirement as long as there are UPBs outstanding, but the requirement is currently zero percent for members.

The increase in retained earnings from December 31, 2013 to ~~March 31,~~June 30, 2014 is attributable to the net income for the ~~quarter~~six months ended June 30, 2014 of ~~$22.3~~$50.8 million exceeding the ~~$8.2~~$18.2 million payment of dividends for the ~~first quarter~~same period of 2014. ~~The~~Our Board of Directors ~~believed~~concluded that it was appropriate and prudent to aggressively grow our retained earnings during this period when our earnings were strong, while still allowing us to pay an acceptable dividend on our members’ capital stock ~~investments and also build retained earnings.~~investments. Another factor for the increase is the ~~JCE~~Joint Capital Enhancement Agreement with the other 11 FHLBanks effective February 28, 2011 that provides that, upon the satisfaction of the FHLBanks’ obligations to REFCORP effective June 30, 2011, each FHLBank, on a quarterly basis, allocates at least 20 percent of its net income to a separate ~~RRE~~restricted retained earnings Account until the balance of that account equals at least one percent of that FHLBank’s average balance of outstanding consolidated obligations for the previous quarter. These restricted retained earnings are not available to pay dividends.

~~Table of Contents~~

We are subject to three capital requirements under provisions of the GLB Act, the Finance Agency’s capital structure regulation and our current capital plan: risk-based capital requirement, total capital requirement and leverage capital requirement. Under the risk-based capital requirement, we are required to maintain permanent capital at all times in an amount at least equal to the sum of our credit risk, market risk and operations risk capital requirements, calculated in accordance with the rules and regulations of the Finance Agency. Only permanent capital, defined as retained earnings and Class B stock, can be used to satisfy our risk-based capital requirement. The Finance Agency, at its discretion, may require us to maintain a greater amount of permanent capital than is required by the risk-based capital requirements. We are required to maintain total capital at all times of at least four percent of total assets. Total capital is the sum of permanent capital, Class A stock, any general loss allowance, if consistent with GAAP and not established for specific assets, and other amounts from sources determined by the Finance Agency as available to absorb losses. Finally, we are required to maintain leverage capital of at least five percent of total assets. Leverage capital is defined as the sum of permanent capital weighted 1.5 times and other capital weighted 1.0 times divided by total assets. We have been in compliance with each of the aforementioned capital rules and requirements at all times since the implementation of our capital plan. See Note 12 in the Notes to Financial Statements included under Item 1 for additional information and compliance as of ~~March 31,~~June 30, 2014 and December 31, 2013.

Capital Distributions: Dividends may be paid in cash or capital stock as authorized by our Board of Directors. Quarterly dividends can be paid out of current and previous unrestricted retained earnings, subject to Finance Agency regulation and our capital plan.

Within our capital plan, we have the ability to pay different dividend rates to the holders of Class A Common Stock and Class B Common Stock. This differential is implemented through a mechanism referred to as the dividend parity threshold. Class A stockholders and Class B stockholders share in dividends equally up to the dividend parity threshold for a dividend period, then the dividend rate for Class B stockholders can exceed the rate for Class A stockholders, but the dividend rate on Class A Common Stock can never exceed the dividend rate on Class B Common Stock. In essence, the dividend parity threshold: (1) serves as a soft floor to Class A stockholders since we must pay Class A stockholders the dividend parity threshold rate before paying a higher rate to Class B stockholders; (2) indicates a potential

dividend rate to Class A stockholders so that they can make decisions as to whether or not to hold excess Class A Common Stock; and (3) provides us with a tool to manage the amount of excess stock through higher or lower dividend rates by varying the desirability of holding excess shares of Class A Common Stock (i.e., the lower the dividend rate on Class A Common Stock, the less desirable it is to hold excess Class A Common Stock).

The current dividend parity threshold is equal to the average effective overnight Federal funds rate for a dividend period minus 100 bps. This dividend parity threshold was effective for dividends paid for all of 2013 and 2014 and will continue to be effective until such time as it may be changed by our Board of Directors. With the overnight Federal funds target rate range of ~~zero~~0.0 to 0.25 percent, the dividend parity threshold is effectively floored at zero percent at this time. Under the capital plan, all dividends paid in the form of capital stock must be paid in the form of Class B Common Stock. Table 2731 presents the dividend rates per annum paid on capital stock under our capital plan for the periods indicated:

Table 27

Applicable Rate per Annum
03/31/2014
12/31/2013
09/30/2013
06/30/2013
03/31/2013
Class A Common Stock

0.25
%

0.25
%

0.25
%

0.25
%

0.25
%
Class B Common Stock

4.00

3.75

3.50

3.50

3.50

Weighted Average1

2.60

2.51

2.31

2.48

2.39

Dividend Parity Threshold:

Average effective overnight Federal funds rate

0.07
%

0.09
%

0.09
%

0.12
%

0.14
%
Spread to index

(1.00)

(1.00)

(1.00)

(1.00)

(1.00)

TOTAL (floored at zero percent)

0.00
%

0.00
%

0.00
%

0.00
%

0.00
%



Applicable Rate per Annum	06/30/2014		03/31/2014		12/31/2013		09/30/2013		06/30/2013
Class A Common Stock	1.00	%	0.25	%	0.25	%	0.25	%	0.25	%
Class B Common Stock	5.00		4.00		3.75		3.50		3.50
Weighted Average¹	4.22		2.60		2.51		2.31		2.48
Dividend Parity Threshold:
Average effective overnight Federal funds rate	0.09	%	0.07	%	0.09	%	0.09	%	0.12	%
Spread to index	(1.00	)	(1.00	)	(1.00	)	(1.00	)	(1.00	)
TOTAL (floored at zero percent)	—	%	—	%	—	%	—	%	—	%

1
¹	Weighted average dividend rates are dividends paid in cash and stock on both classes of stock divided by the average of capital stock eligible for dividends.

~~Table of Contents~~

We ~~announced on March 28, 2014 that we anticipate~~increased dividend rates ~~per annum of~~to 1.00 percent on Class A Common Stock and 5.00 percent on Class B Common Stock ~~for~~during the second quarter of ~~2014. This increase in dividend rates was precipitated by~~2014 as a result of a change in our capital management practices ~~that we anticipate will~~intended to result in a higher percentage payout of quarterly earnings and a slower growth ofin retained ~~earnings in the future.~~earnings. We anticipate that dividend rates on Class A Common Stock will be at or above 1.00 percent for future dividend periods and that the dividend parity threshold calculation will not become a determining factor as to the dividend rate on Class A Common Stock even when the calculation results in a positive number. We also anticipate that dividend rates on Class B Common Stock ~~after the second quarter of 2014 may~~will be ~~increased~~at or above 5.00 percent, subject to sufficient earnings to meet retained earnings thresholds and still pay such dividends on both Class A Common Stock and Class B Common Stock at the increased rates per annum. While there is no assurance that our Board of Directors will not change the dividend parity threshold in the future, the capital plan requires that we provide members with 90 days notice prior to the end of a dividend period in which a different dividend parity threshold is utilized in the payment of a dividend.

~~While we paid~~

We expect to continue paying dividends primarily in the form of capital stock in ~~the first quarter of~~ 2014, but future dividends may be paid in ~~cash as we analyze potential changes to our capital management practices.~~cash. The payment of cash dividends instead of stock dividends should not have a significant impact from a liquidity perspective, as the subsequent redemption of excess stock created by stock dividends would utilize liquidity resources in the same manner as a cash dividend.

Risk Management

Active risk management continues to be an essential part of our operations and a key determinant of our ability to maintain earnings to return an acceptable dividend to our members and meet retained earnings thresholds. We maintain an enterprise risk management (ERM) program in an effort to enable the identification of all significant risks to the organization and institute the prompt and effective management of any major risk exposures. Our ERM program is a structured and disciplined approach that aligns strategy, processes, people, technology and knowledge with the purpose of identifying, evaluating and managing the uncertainties we face as we create value. It is a continuous process of identifying, prioritizing, assessing and managing inherent enterprise risks (i.e., business, compliance, credit, liquidity, market and operations) before they become realized risk events. See Item 7 – “Management’s Discussion and Analysis of Financial Condition and Results of Operation – Risk Management” in our Form 10-K for more information on our ERM program.

~~Our Risk Philosophy Statement, approved by our Board~~ A separate discussion of ~~Directors, establishes the broad parameters we consider in executing our business strategy and represents a set of shared attitudes and beliefs that characterize how we consider~~market risk in everything we do. Our Risk Appetite Statement, also approved by our Board of Directors, defines the level of risk exposure we are willing to accept or retain in pursuit of stakeholder value. While we consider our risk appetite first in evaluating strategic alternatives, defining and managing to a specific risk appetite does not ensure we will not incur greater than expected losses or that we won’t be faced with an unexpected, catastrophic loss. By defining and managing to a specific risk appetite, our Board of Directors and senior management strive to ensure that there is a common understanding of our desired risk profile, which enhances the ability of both to make improved strategic and tactical decisions. Our monthly Risk Dashboard provides a holistic view of our risk profile and the means for reporting our key risk metrics as defined within our Risk Appetite Metrics document, which is also approved by our Board of Directors. The Risk Dashboard is intended to demonstrate, at an entity level, whether our enterprise risks are well controlled and normal operations are expected with standard Board of Directors involvement (low residual risk environment). Emerging risks (those that are newer to the organization or are the result of macro-level changes) are included on our New and Emerging Risks report and reviewed with our Board of Directors on a quarterly basis to ensure appropriate risk management strategies are identified and pursued to manage emerging risks to our desired residual risk appetite.

Effective risk management programs include not only conformance to risk management best practices by management but also incorporate Board of Director oversight. As previously noted, our Board of Directors plays an active role in the ERM process by regularly reviewing risk management policies and approving aggregate levels of risk. Involvement by the Board of Directors in establishing risk tolerance levels, including oversight of the development and maintenance of programs to manage it, should be substantial and reflect a high level of director fiduciary responsibility and accountability. In addition to establishing the formal risk philosophy, risk appetite statement, risk appetite metrics and reviewing the annual and business unit risk assessment reports, our Board of Directors reviews both the RMP and Member Products Policy at least annually. Various management committees oversee our risk management process. The following discussion highlights our different strategies to diversify and manage risk. Seeunder Item 3 – “Quantitative and Qualitative Disclosures About Market Risk” ~~for a separate discussion~~ of ~~market risk.~~

this Form 10-Q.

~~Table of Contents~~

Credit Risk Management:Credit risk is defined as the risk that counterparties to our transactions will not meet their contractual obligations. We manage credit risk by following established policies, evaluating the creditworthiness of our counterparties, and utilizing collateral agreements and settlement netting for derivative transactions where enforceability of the legal right of offset has been determined. The most important step in the management of credit risk is the initial decision to extend credit. Continuous monitoring of counterparties is completed for all areas where we are exposed to credit risk, whether that is through lending, investing or derivative activities.

Lending and AMA Activities – Credit risk with members arises partly as a result of our lending and AMA activities (members’ CE obligations on conventional mortgage loans that we acquire through the MPF Program). We manage our exposure to credit risk on advances, letters of credit, derivatives, and members’ CE obligations on conventional mortgage loans through a combined approach that provides ongoing review of the financial condition of our members coupled with prudent collateralization.

As provided in the Bank Act, a member’s investment in our capital stock is held as additional collateral for the member’s advances and other credit obligations (letters of credit, CE obligations, etc.). In addition, we can call for additional collateral or substitute collateral during the life of an advance or other credit obligation to protect our security interest.

Credit risk arising from AMA activities under our MPF Program falls into three categories: (1) the risk of credit losses on the mortgage loans represented in our First Loss Account (FLA) and last loss positions; (2) the risk that a PFI will not perform as promised with respect to its loss position provided through its CE obligations on conventional mortgage loan pools, which are covered by the same collateral arrangements as those described for advances; and (3) the risk that a third-party insurer (obligated under primary mortgage insurance (PMI) or supplemental mortgage insurance (SMI) arrangements) will fail to perform as expected. Should a PMI third-party insurer fail to perform, it would increase our credit risk exposure because our FLA is the next layer to absorb credit losses on conventional mortgage loan pools. Likewise, if an SMI third-party insurer fails to perform, it would increase our credit risk exposure because it would reduce the participating member’s CE obligation loss layer since SMI is purchased by PFIs to cover all or a portion of their CE obligation exposure for mortgage pools. Credit risk exposure to third-party insurers to which we have PMI and/or SMI exposure is monitored on a monthly basis and regularly reported to the Board of Directors. We perform credit analysis of third-party PMI and SMI insurers on at least an annual basis. On a monthly basis, we review trends that could identify risks with our mortgage loan portfolio, including low FICO scores and high LTV ratios. Based on the credit underwriting standards under the MPF Program and this monthly review, we have concluded that the mortgage loans we hold would not be considered subprime.

Investments – ~~As noted previously, the~~Our RMP restricts the acquisition of investments to high-quality, short-term money market instruments and highly rated long-term securities. The short-term investment portfolio represents unsecured credit and reverse repurchase agreements. Therefore, counterparty ratings are monitored daily while performance and capital adequacy are monitored on a monthly basis in an effort to mitigate unsecured credit risk on our short-term investments. Collateral valuation and compliance with collateral eligibility and transaction margin requirements are monitored daily to limit secured credit risk on our reverse repurchase agreements. MBS represent the majority of our long-term investments. We hold MBS issued by agencies and GSEs, CMOs securitized by GSEs, private-issue MBS/ABS rated triple-A at the time of purchase and CMOs securitized by whole loans. Approximately 93 percent of our MBS/CMO portfolio is securitized by Fannie Mae or Federal Home Loan Mortgage Corporation (Freddie Mac). All of our private-label MBS/ABS have been downgraded below triple-A subsequent to purchase (see Table ~~20)~~25), but the downgraded securities have been and are currently paying according to contractual agreements with the exception of three securities that experienced immaterial cash flow shortfalls. The securities we hold that are classified as being backed by subprime mortgage loans are private-label home equity ABS. We also have potential credit risk exposure to MBS/CMOs and ABS that are insured by two of the monoline mortgage insurance companies, one of which is in rehabilitation after having previously entered into bankruptcy proceedings. We analyze these securities quarterly as part of the OTTI determination and assume no coverage potential from this monoline insurance provider. Under the RMP in effect at the time of acquisition, the insurer had to be rated no lower than double-A. We monitor the credit ratings daily, financial performance at least annually and capital adequacy quarterly for all primary mortgage insurers, secondary mortgage insurers and master servicers to which we have potential credit risk exposure. Other long-term investments include unsecured GSE debentures and unsecured or collateralized state and local housing finance agency securities that were rated at least double-A at the time of purchase.

Derivatives – We transact most of our derivatives with large banks and major broker-dealers. Over-the-counter derivative transactions may be either executed with a counterparty (bilateral derivatives) or cleared through a Futures Commission Merchant (i.e., clearing agent), with a Derivative Clearing Organization (cleared derivatives).

~~Table of Contents~~

We are subject to credit risk due to the risk of nonperformance by counterparties to our derivative transactions. The amount of credit risk on derivatives depends on the extent to which netting procedures and collateral requirements are used and are effective in mitigating the risk. We manage this risk through credit analysis and collateral management. We are also required to follow the requirements set forth by applicable regulation.

Bilateral Derivatives. We are subject to non-performance by the counterparties to our bilateral derivative transactions. We generally require collateral on bilateral derivative transactions. For some counterparties, the amount of net unsecured credit exposure that is permissible with respect to the counterparty depends on the credit rating of that counterparty. For other counterparties, collateral is required on all net unsecured credit exposure. For a counterparty with credit rating thresholds, a counterparty generally must deliver collateral to us if the total market value of our exposure to that counterparty rises above a specific trigger point. Our credit risk exposure from derivative

transactions with member institutions is fully collateralized under our Advance, Pledge and Security Agreement. As a result of these risk mitigation initiatives, we do not anticipate any credit losses on our bilateral derivative transactions as of ~~March 31,~~June 30, 2014.

Cleared Derivatives. We are subject to nonperformance by the Clearinghouse(s) and clearing agent(s). The requirement that we post initial and variation margin, through the clearing agent, to the Clearinghouse, exposes us to institutional credit risk in the event that the clearing agent or the Clearinghouse fails to meet its obligations. The use of cleared derivatives is intended to mitigate credit risk exposure because a central counterparty is substituted for individual counterparties and collateral is posted daily for changes in the value of cleared derivatives through a clearing agent. We do not anticipate any credit losses on our cleared derivatives as of ~~March 31,~~June 30, 2014.

We regularly monitor the exposures on our derivative transactions by determining the market value of positions using internal pricing models. The market values generated by the pricing model used to value derivatives are compared to dealer model results on a monthly basis to ensure that our derivative pricing model is reasonably calibrated to actual market pricing methodologies utilized by the dealers. In addition, we have our internal pricing model validated annually by an independent consultant. As a result of these risk mitigation initiatives, management does not anticipate any credit losses on our derivative transactions. See Note 7 of the Notes to Financial Statements under Item 1 for additional information on managing credit risk on derivatives.

The contractual or notional amount of derivative transactions reflects our involvement in the various classes of financial instruments. The maximum credit risk with respect to derivative transactions is the estimated cost of replacing the derivative transactions if there is a default, minus the value of any related collateral posted to satisfy the initial margin (if required) and the variation margin. ~~Bilateral~~Our derivative transactions are subject to variation margin which is derived from the change in market value of the transaction and must be posted by the net debtor on demand. Cleared transactions are subject to initial margin as well as variation margin. The initial margin is intended to protect the Clearinghouse against default of a clearing agent and to protect the clearing agent against default of a customer. Initial margin is calculated to cover the potential price volatility of the derivative transaction between the time of the default and the assignment of the transaction to another clearing agent or termination of the transaction. The initial margin remains outstanding for the life of the transaction; thus, it is possible that we could either have: (1) net credit exposure with a Clearinghouse even if our net creditor position has been fully satisfied by the receipt of variation margin; or (2) net credit exposure with a Clearinghouse despite being the net debtor (i.e., being in a liability position). In determining maximum credit risk, we consider accrued interest receivables and payables as well as the netting requirements to net assets and liabilities.

~~Table of Contents~~

Tables 2832 and 2933 present derivative notional amounts and counterparty credit exposure, net of collateral, by whole-letter rating (in the event of a split rating, we use the lowest rating published by Moody’s or S&P) for derivative positions with counterparties to which we had credit exposure (in thousands):

Table 28

03/31/2014
Credit Rating
Notional Amount
Net Derivatives Fair Value Before Collateral
Cash Collateral Pledged From (To) Counterparty
Net Credit Exposure to Counterparties
Asset positions with credit exposure:

Bilateral derivatives:

Double-A
$
721,000

$
2,382

$
-

$
2,382

Single-A

4,376,450

36,642

31,128

5,514

Cleared derivatives1

392,500

470

(7,510)

7,980

Liability positions with credit exposure:

Bilateral derivatives2:

Single-A

938,000

(4,775)

(5,000)

225

Cleared derivatives1

1,394,500

(3,280)

(9,504)

6,224

TOTAL DERIVATIVE POSITIONS WITH CREDIT EXPOSURE
$
7,822,450

$
31,439

$
9,114

$
22,325

~~__________~~



06/30/2014
Credit Rating	Notional Amount		Net Derivatives Fair Value Before Collateral			Cash Collateral Pledged From (To) Counterparty			Net Credit Exposure to Counterparties
Asset positions with credit exposure:
Bilateral derivatives:
Double-A	$	726,000	$	1,229		$	—		$	1,229
Single-A	4,343,450		38,216			28,934			9,282
Cleared derivatives¹	110,000		1			(299		)	300
Liability positions with credit exposure:
Bilateral derivatives²:
Single-A	746,000		(5,108		)	(5,300		)	192
Cleared derivatives¹	1,600,000		(10,508		)	(25,117		)	14,609
TOTAL DERIVATIVE POSITIONS WITH CREDIT EXPOSURE	$	7,525,450	$	23,830		$	(1,782	)	$	25,612


¹	Represents derivative transactions cleared with Clearinghouses, which are not rated.


²	Exposure can change on a daily basis; and thus, there is often a short lag time between the date the exposure is identified, collateral is requested and collateral is actually returned.

Table 29

12/31/2013
Credit Rating
Notional Amount
Net Derivatives Fair Value Before Collateral
Cash Collateral Pledged From (To) Counterparty
Net Credit Exposure to Counterparties
Asset positions with credit exposure:

Bilateral derivatives:

Double-A
$
96,000

$
1,459

$
-

$
1,459

Single-A

5,159,825

33,616

27,669

5,947

Cleared derivatives1

1,146,500

6,912

(5,954)

12,866

Liability positions with credit exposure:

Bilateral derivatives2:

Single-A

1,217,500

(30,328)

(37,824)

7,496

Cleared derivatives1

10,000

(38)

(203)

165

TOTAL DERIVATIVE POSITIONS WITH CREDIT EXPOSURE
$
7,629,825

$
11,621

$
(16,312)

$
27,933

~~__________~~



12/31/2013
Credit Rating	Notional Amount		Net Derivatives Fair Value Before Collateral			Cash Collateral Pledged From (To) Counterparty			Net Credit Exposure to Counterparties
Asset positions with credit exposure:
Bilateral derivatives:
Double-A	$	96,000	$	1,459		$	—		$	1,459
Single-A	5,159,825		33,616			27,669			5,947
Cleared derivatives¹	1,146,500		6,912			(5,954		)	12,866
Liability positions with credit exposure:
Bilateral derivatives²:
Single-A	1,217,500		(30,328		)	(37,824		)	7,496
Cleared derivatives¹	10,000		(38		)	(203		)	165
TOTAL DERIVATIVE POSITIONS WITH CREDIT EXPOSURE	$	7,629,825	$	11,621		$	(16,312	)	$	27,933

1
¹	Represents derivative transactions cleared with Clearinghouses, which are not rated.


²	Exposure can change on a daily basis; and thus, there is often a short lag time between the date the exposure is identified, collateral is requested and collateral is actually returned.

~~Table of Contents~~

Foreign Counterparty Risk – Cross-border outstandings are defined as loans, acceptances, interest-bearing deposits with other banks, other interest-bearing investments and any other monetary assets payable to us by entities of foreign countries, regardless of the currency in which the claim is denominated. Our cross-border outstandings consist primarily of short-term trading securities and Federal funds sold issued by banks and other financial institutions, which are non-sovereign entities, and derivative asset exposure with counterparties that are also non-sovereign entities. Secured reverse repurchase agreements outstanding are excluded from cross-border outstandings because they are fully collateralized.

In addition to credit risk, cross-border outstandings have the risk that, as a result of political or economic conditions in a country, borrowers may be unable to meet their contractual repayment obligations of principal and/or interest when due because of the unavailability of, or restrictions on, foreign exchange needed by borrowers to repay their obligations. Unsecured credit exposure continues to be cautiously placed, with non-derivatives exposure concentrated in the United States, United Kingdom, Canada, Germany, and the Nordic countries.

Table 3034 presents the fair value of cross-border outstandings to countries in which we do business that amounted to at least one percent of our total assets as of ~~March 31,~~June 30, 2014 (dollar amounts in thousands):

Table 30

Finland
Norway
Other1
Total

Amount
Percent of
Total Assets
Amount
Percent of
Total Assets
Amount
Percent of
Total Assets
Amount
Percent of
Total Assets
Federal funds sold2
$
375,000

1.2
%
$
325,000

1.0
%
$
515,000

1.6
%
$
1,215,000

3.8
%

Trading securities3

-

-

-

-

99,999

0.3

99,999

0.3

Derivative assets:

Net exposure at fair value

-

-

-

-

11,029

11,029

Cash collateral held

-

-

-

-

(7,527)

(7,527)

Net exposure after cash collateral

-

-

-

-

3,502

0.0

3,502

0.0

TOTAL
$
375,000

1.2
%
$
325,000

1.0
%
$
618,501

1.9
%
$
1,318,501

4.1
%

~~__________~~



	Canada				Other¹					Total
	Amount		Percent of Total Assets		Amount			Percent of Total Assets		Amount			Percent of Total Assets
Federal funds sold²	$	400,000	1.2	%	$	465,000		1.4	%	$	865,000		2.6	%

Derivative assets:
Net exposure at fair value	—				10,278					10,278
Cash collateral held	—				(5,432		)			(5,432		)
Net exposure after cash collateral	—		—		4,846			—		4,846			—

TOTAL	$	400,000	1.2	%	$	469,846		1.4	%	$	869,846		2.6	%


¹	Represents other foreign countries where individual exposure is less than one percent of total assets. Total cross-border outstandings to countries that individually represented between 0.75 and 1.0 percent of our total assets as of ~~March 31,~~June 30, 2014 were ~~$0.6~~$0.3 billion ~~(Canada and United Kingdom)~~(Germany).


²	Consists solely of overnight Federal funds sold.
3	~~Consists of commercial paper and certificates of deposit with remaining maturities of less than three months.~~

Liquidity Risk Management:Maintaining the ability to meet our obligations as they come due and to meet the credit needs of our members and housing associates in a timely and cost-efficient manner is the primary objective of managing liquidity risk. We seek to be in a position to meet the credit needs of our members, as well as our debt service and liquidity needs, without maintaining excessive holdings of low-yielding liquid investments or being forced to incur unnecessarily high borrowing costs.

Operational liquidity, or the ability to meet operational requirements in the normal course of business, is currently defined in our RMP as sources of cash from both our ongoing access to the capital markets and our holding of liquid assets. We manage exposure to operational liquidity risk by maintaining appropriate daily liquidity levels above the thresholds established by our RMP. We are also required to manage liquidity in order to meet statutory and contingency liquidity requirements and Finance Agency liquidity guidelines by maintaining a daily liquidity level above certain thresholds also outlined in the RMP, federal statutes, Finance Agency regulations and other Finance Agency guidance not issued in the form of regulations. We remained in compliance with each of these liquidity requirements throughout the ~~first~~second quarter of 2014.

We generally maintained stable access to the capital markets for the ~~first three months of~~quarter ended June 30, 2014. For additional discussion of the market for our consolidated obligations and the overall market affecting liquidity see “Financial Market Trends” under this Item 2.

~~Table of Contents~~

Certain of our derivative instruments contain provisions that require us to post additional collateral with our counterparties if there is deterioration in our credit rating. See Note 7 of the Notes to Financial Statements under Item 1 for additional information on collateral posting requirements and credit-risk-related contingent features. We believe that our liquidity position as of ~~March 31,~~June 30, 2014 was sufficient to satisfy the additional collateral that would be required in the event of a downgrade in our credit rating from double-A to single-A if the downgrade was effective at that time, and such amounts would not have a material impact to our financial condition or results of operations.

Impact of Recently Issued Accounting Standards

See Note 2 of the Notes to the Financial Statements included under Item 1 – “Financial Statements” for a discussion of recently issued accounting standards.

Legislative and Regulatory Developments

The legislative and regulatory environment in which we and our members operate continues to evolve as a result of regulations enacted pursuant to the Housing and Economic Recovery Act of 2008, as amended (Housing Act) and the Dodd-Frank Act. Our business operations, funding costs, rights, obligations, and/or the environment in which we carry out our housing finance mission are likely to continue to be significantly impacted by these changes. Significant regulatory actions and developments for the period covered by this report are summarized below.

~~Finance Agency Proposed Rule on Responsibilities~~Money Market Mutual Fund Reform. On June 19, 2013, the SEC proposed two alternatives for amending rules that govern money market mutual funds under the Investment Company Act of ~~Boards of Directors; Corporate Practices and Corporate Governance Matters.~~ 1940. On ~~January 28,~~July 23, 2014, the ~~Finance Agency published~~SEC approved final regulations governing money market mutual funds. The final regulations among other things will require:

Institutional prime money market funds to maintain a proposed rule to relocate and consolidate existing Federal Housing Finance Board and Office of Federal Housing Enterprise Oversight regulations pertaining to director responsibilities, corporate practices, and corporate governance matters for Fannie Mae, Freddie Mac (together,floating net asset value, which would result in the ~~Enterprises) and the FHLBanks (together with the Enterprises, the “regulated entities”). In addition, the proposed rule would make certain amendments or additions, including provisions to:~~

Revise existing risk management provisions to better align them with more recent proposals of the Federal Reserve Board, including requirements that each regulated entity adopts an enterprise wide risk management program and appoints a chief risk officer with certain enumerated responsibilities;

Require each regulated entity to maintain a compliance program headed by a compliance officer who reports directly to the chief executive officer and must regularly report to the board of directors (or a board committee);

Require each regulated entity’s board of directors to establish committees specifically responsible for the following matters: (a) risk management; (b) audit; (c) compensation; and (d) corporate governance;

Require each FHLBank to designate in its bylaws a body of law to follow for its corporate governance practices and procedures that may arise for which no federal law controls, choosing from: (a) the law of the jurisdiction in which the FHLBank maintains its principal office; (b) the Delaware General Corporation Law; or (c) the Revised Model Business Corporation Act. The proposed rule states that the Finance Agency has the authority to review a regulated entity’s indemnification policies, procedures and practices and may limit or prohibit indemnification payments in support of the safe and sound operations of the regulated entity.

~~Comments on the proposed rule~~ ~~are due by May 15, 2014.~~

~~Finance Agency Final Rule on Executive Compensation.~~ On January 28, 2014, the Finance Agency issued a final rule setting forth requirements and processes with respect to compensation provided to executive officers by FHLBanks and to prohibit an FHLBank or the Office of Finance from providing compensation to any executive officer that the Directordaily share prices of the ~~Finance Agency determines is not reasonable~~money market funds fluctuating along with changes in the market-based value of the funds’ investments;

Money market fund boards of directors to directly address a run on a fund by imposing liquidity fees or suspending redemptions temporarily; and ~~comparable with compensation for employment in other similar businesses involving similar duties~~

Enhanced diversification, disclosure and ~~responsibilities.~~

stress testing requirements, as well as updated reporting by money market funds and private funds that operate like money market funds.

The final ~~rule also addresses~~regulations do not change the ~~Director’s authority~~existing regulatory treatment of FHLBank consolidated obligations as liquid assets. FHLBank discount notes continue to ~~approve,~~be included in ~~advance, agreements or contracts~~the definition of ~~executive officers that provide compensation in connection with termination of employment. The final rule became effective~~“daily liquid assets” and “weekly liquid assets.” At this point, any additional effects on ~~February 27, 2014.~~

~~Finance Agency Final Rule on Golden Parachute Payments~~. On January 28, 2014, the Finance Agency issued a final rule setting forth the standards that the Director of the Finance Agency will take into consideration when determining whether to limit or prohibit golden parachute payments. The primary impact of this final rule is to better conform existing Finance Agency regulations on golden parachutes with Federal Deposit Insurance Corporation golden parachute regulations and to further limit golden parachute payments made by andemand for FHLBank ~~or the Office of Finance that is assigned a less than satisfactory composite Finance Agency examination rating. The final rule became effective on February 27, 2014.~~

consolidated obligations are unknown.

~~Table of Contents~~

Finance Agency Issues Advisory Bulletin on Classification of Assets. On April 9, 2012, the Finance Agency issued Advisory Bulletin 2012-02, Framework for Adversely Classifying Loans, Other Real Estate Owned (“REO”), and Other Assets and Listing Assets for Special Mention (AB 2012-02). 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. AB 2012-02 establishes a standard and uniform methodology for classifying assets, prescribes the timing of asset charge-offs (excluding investment securities), provides measurement guidance with respect to determining our allowance for credit losses, and fair value measurement guidance for REO (e.g., use of appraisals). We are in the process of determining the financial statement effects of implementing AB 2012-02 on our financial condition, results of operations, and cash flows, although we do not believe the results will materially impact our results of operations. Subsequent to the issuance of AB 2012-02, the Finance Agency issued interpretative guidance clarifying that implementation of the asset classification framework may occur in two phases. The asset classification provisions in AB 2012-02 were implemented on January 1, 2014. The charge-off provisions have been extended and should be implemented no later than January 1, 2015.

Item 3:Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk Management

We measure interest rate risk exposure by various methods, including the calculation of ~~DOE~~duration of equity (DOE) and ~~MVE~~market value of equity (MVE) in different interest rate scenarios.

Duration of Equity: DOE aggregates the estimated sensitivity of market value for each of our financial assets and liabilities to changes in interest rates. In essence, DOE indicates the sensitivity of theoretical MVE to changes in interest rates. However, MVE should not be considered indicative of our market value as a going concern or our value in a liquidation scenario. ~~A positive~~

We manage DOE results when the duration of assets and designated derivatives is greater than the duration of liabilities and designated derivatives. A positive DOE generally indicates a degree of interest rate risk exposure in a rising interest rate environment, and a negative DOE indicates a degree of interest rate risk exposure in a declining interest rate environment. Higher DOE numbers, whether positive or negative, indicate greater volatility of MVE in response to changing interest rates. That is, if we have a DOE of 3.0, a 100 basis point (one percent) increase in interest rates would cause our MVE to decline by approximately three percent whereas a 100 basis point decrease in interest rates would cause our MVE to increase by approximately three percent. However, it should be noted that a decline in MVE does not translate directly into a decline in near-term income, especially for entities that do not trade financial instruments. Changes in market value may indicate trends in income over longer periods, and knowing our sensitivity of market value to changes in interest rates provides a measure of the interest rate risk we take.

~~Under the RMP~~within ranges approved by our Board of Directors our DOE is generally limited to a range of ±5.0 assuming current interest rates. In addition, our DOE is generally limited to a range of ±7.0 assuming an instantaneous parallel increase or decrease in interest rates of 200 bps. During periods of extremely low interest rates, such as the current interest rate environment, the Finance Agency requires that FHLBanks employ a constrained down shock analysis to limit the evolution of forward interest rates to positive non-zero values. Since our market risk model imposes a zero boundary on post-shock interest rates, no additional calculations are necessary in order to meet this Finance Agency requirement. The DOE that management and the Board of Directors consider prudent and reasonable is somewhat lower than the RMP limits and can change depending upon market conditions and other factors. As set forth in our Risk Appetite Metrics approved by the Board of Directors, we typically manage the current base DOE to remain in the range of ±2.5 and DOE in the ±200 basis point interest rate shock scenarios to remain in the range of ±4.0. The DOE parameters established by our Board of Directors represent one way to establish general limits on the amount of interest rate risk that we find acceptable. If our DOE exceeds the policy limits or operating ranges established, we either: (1) take asset/liability actions to bring the DOE back within the range established in our RMP; or (2) review and discuss potential asset/liability management actions with the Board of Directors at the next regularly scheduled meeting that could bring the DOE back within the ranges established in the RMP and ascertain a course of action, which can include a determination that no asset/liability management actions are necessary. Corrective actions taken may include: (1) the purchase of interest rate caps, interest rate floors, swaptions or other derivatives; (2) the sale of assets; and/or (3) the addition to the balance sheet of assets or liabilities having characteristics that are such that they counterbalance the excessive duration observed. A determination that no asset/liability management actions are necessary can be made only if the Board of Directors agrees with management’s recommendations. For additional information on management of our DOE, seedescribed under Item ~~7 – “Quantitative~~7A - "Quantitative and Qualitative Disclosures About Market ~~Risk”~~Risk" in ~~our~~the annual report on Form ~~10-K.~~10-K, incorporated by reference herein. All of our DOE measurements were inside Board of Director established policy limits and operating ranges as of ~~March 31,~~June 30, 2014. On an ongoing basis, we actively monitor portfolio relationships and overall DOE dynamics as a part of our evaluation processes for determining acceptable future asset/liability management actions.

Table ~~of Contents~~

~~Table 31~~35 presents the DOE in the base case and the up and down ~~100 and~~ 200 basis point interest rate shock scenarios:

Table 31

Duration of Equity
Date
Up 200 Basis Points
Up 100 Basis Points
Base
Down 100 Basis Points
Down 200 Basis Points
03/31/2014
2.7
1.7
0.1
4.3
0.4
12/31/2013
2.1
1.3
-0.2
1.9
0.3
09/30/2013
2.0
0.8
-1.8
0.5
-0.9
06/30/2013
2.1
1.1
-1.8
0.5
-1.0
03/31/2013
1.2
-1.0
-0.1
-0.5
-0.4



Duration of Equity
Date	Up 200 Basis Points	Base	Down 200 Basis Points
06/30/2014	2.3	-0.2	1.3
03/31/2014	2.7	0.1	0.4
12/31/2013	2.1	-0.2	0.3
09/30/2013	2.0	-1.8	-0.9
06/30/2013	2.1	-1.8	-1.0

The DOE as of June 30, 2014 decreased in the base and up 200 basis point shock scenarios and increased in the down 200 basis point shock scenario from March 31, ~~2014 increased in all scenarios from December 31, 2013.~~2014. The primary factors contributing to these ~~net increases~~changes in duration during the period were: (1) the general decline of interest rates and the relative level of mortgage rates during the period; (2) the ~~slight~~ increase in the fixed rate mortgage loan portfolio during the period along with the associated ~~increase~~weighting of ~~this~~the portfolio as a percent of total assets aswith the growth in the balance sheet ~~contracted as advances~~ and

overall decline in capital levels ~~declined and as~~along with increasing prepayment projections ~~increased~~ based on the general decrease in longer term interest rates; and (3) asset/liability actions taken by management throughout the period, including the continued call and re-issuance of long-term, unswapped callable consolidated obligation bonds with short lock-out periods.

The decrease in longer-term interest rates during the ~~first~~second quarter of 2014 generally resulted in a shortening duration profile for both the fixed rate mortgage loan portfolio and the associated unswapped callable consolidated obligation bonds funding these assets. With the ~~slight~~ increase in our mortgage loan portfolio during ~~this~~the period, as discussed in Item 2 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Financial Condition – MPF Program,” the portfolio level duration profile changed as expected since a general decrease in interest rates typically generates faster prepayments for both new production mortgage loans, as well as the outstanding fixed rate mortgage loan portfolio. Generally, faster projected prepayments indicate a relative increase in refinancing incentive for borrowers.

~~The~~

Even though the fixed rate mortgage loan portfolio increased ~~slightly~~ in net outstanding balance ~~and increased~~during the period, the portfolio actually decreased slightly as an overall percentage of ~~total~~ assets as the balance sheet ~~contracted, increasing~~expanded, decreasing from ~~17.5~~18.6 percent of total assets as of ~~December~~March 31, ~~2013~~2014 to ~~18.6~~18.3 percent as of ~~March 31,~~June 30, 2014. ~~With~~Even with this slight weighting ~~increase,~~decrease, the mortgage loan portfolio continues to represent a sizable portion of the balance sheet and changes occurring with this portfolio tend to be magnified in terms of DOE. The DOE calculation is a market value based measurement and as portfolio market values increase or decrease, they become larger or smaller contributors to the overall market value of total assets. For example, as the absolute balance of the mortgage loan portfolio ~~increased~~decreased during the period, the actual market value of the portfolio increased ~~as well~~ in response to the decline in interest rates ~~and became an even larger percentage~~further increasing the overall duration impact of the ~~overall~~ market value of assets. This increase in market value is expected behavior since fixed rate portfolios exhibit price increases as interest rates decline and reflects the traditional inverse price to yield relationship. Since the mortgage loan portfolio continues to comprise a ~~significant~~considerable percentage of overall assets and has such a high duration relative to other FHLBank assets, its behavior is quite visible in the duration risk profile and changes in this portfolio are typically magnified as interest rates change.

This magnification occurs when a portfolio market value weighting as a percent of the overall net market value of the balance sheet changes, causing the remaining portfolios to be a smaller or larger component of the total balance sheet composition. For example, when advance balances decline, our mortgage loan portfolio effectively increases as a total proportion of total assets, assuming all other asset portfolios and interest rates remain constant. This relationship then causes the duration of the mortgage loan portfolio to have a greater contribution impact to the overall DOE since DOE is a market value weighted measurement as mentioned previously. Couple this example with an absolute growth in the mortgage loan portfolio during the same period, and the mortgage loan portfolio becomes an even greater percentage of the balance sheet, causing the DOE profile to be further impacted by the mortgage loan duration profile.

With the decrease in rates increasing projected prepayments and generally shortening the overall duration profile for the mortgage loan portfolio, the absolute impact to DOE was generally a net increase since the market value of the mortgage loan portfolio increased as a percentage of overall ~~assets increased as~~market value of the balance sheet ~~contracted with advances and~~as capital levels ~~decreasing~~significantly decreased during the period, which more than offset the impact of the mortgage shortening caused by lower mortgage rates. With these balance sheet dynamics, we continue to actively manage and monitor the contributing factors of our risk profile, including DOE. As the relationship of the fixed rate mortgage loan assets and the associated callable liabilities vary based on market conditions, we evaluate and manage these market driven sensitivities as both portfolios change in balance level and overall proportion.

~~Table of Contents~~

New loans were continually added to the mortgage loan portfolio to replace loans that were prepaid during the period and we continue to actively manage this ongoing growth to position the balance sheet sensitivity to perform within our expected risk tolerances. To effectively manage these changes in the mortgage loan portfolio (including new production loans) and related sensitivity to changes in market conditions, a continued issuance of unswapped callable consolidated obligation bonds with short lock-out periods (generally three months) positioned us to replace called bonds as the interest rate environment continued to remain at historically low levels. The call of higher rate callable bonds and reissuance of these bonds at lower interest rates in this manner generally extends the duration profile of this portfolio as bonds are called that are in-the-money (above market rates) and subsequently reissued at lower interest rates (at market rates). This liability extension corresponds with the expected longer duration profile of the new fixed rate mortgage loans, all else being equal.

As discussed above, as interest rates decreased during the period and as we continued to experience measured prepayments of the fixed rate mortgage loan portfolio, the short lock-out periods of the callable bonds plus some maturities of non-callable bonds provided the opportunity to continue the refinancing of our liabilities. The decrease in interest rates during the period also caused the duration profile of the existing portfolio of unswapped callable bonds to shorten. This liability shortening is a result of the inherent convexity (discussed below) profile of these portfolios and demonstrates the specific duration sensitivity to changes in interest rates at certain shock scenarios. In addition, issuance of discount notes continued, and actually increased, in order to provide adequate liquidity sources to appropriately address ~~potential~~ customer short-term advance growth and associated capital stock ~~activity.~~activity during the period. The combination of these factors contributed to the net DOE ~~increase~~decrease in ~~all~~the base and up 200 basis point shock scenarios.

With respect to the Agency variable rate MBS/CMO portfolio, we generally purchase interest rate caps to offset the impact of embedded caps in this portfolio in rising interest rate scenarios. As expected, these interest rate caps are a satisfactory interest rate risk hedge to rising interest rates and provide an off-setting risk response to the risk profile changes in Agency variable rate CMOs with embedded caps. We periodically assess derivative strategies to ensure that overall balance sheet risk is appropriately hedged within established risk appetite and make adjustments to the derivative portfolio as needed. This evaluation is completed considering not only the par value of the variable rate MBS/CMO investments with embedded caps being hedged with purchased caps, but the composition of the purchased cap portfolio and expected prepayments of the variable rate MBS/CMO investments with embedded caps. This evaluation of the relative relationship between the variable rate investment portfolio and the purchased cap portfolio continues to indicate a sufficient hedging relationship, including a convexity profile that continues to perform well within our expectations. Our purchases of interest rate caps tend to partially offset the negative convexity of our mortgage assets and the effects of any interest rate caps embedded in the adjustable rate MBS/CMOs. We ~~did not purchase~~purchased $269.6 million of Agency variable rate MBS/CMO securities orand $35.0 million of interest rate caps during the ~~first~~second quarter of 2014.

Convexity is the measure of the exponential change in prices for a given change in interest rates; or more simply stated, it measures the rate of change in duration as interest rates change. When an instrument is negatively convex, price generally increases at a slower pace as interest rates decline. When an instrument’s convexity profile approaches zero, it simply demonstrates that the duration profile is flattening or that the duration is changing at an increasingly slower rate. When an instrument’s convexity profile moves further from zero, the duration profile is steepening and is changing in price at an increasingly faster rate. Duration is a measure of the relative risk of a financial instrument, and the more rapidly duration changes as interest rates change, the riskier the instrument. The variable rate MBS/CMOs have negative convexity as a result of the embedded caps and prepayment options. Additionally, all of our mortgage loans are fixed rate, so they have negative convexity only as a result of the prepayment options. We seek to mitigate this negative convexity with purchased options that have positive convexity and callable liabilities that have negative convexity, which offset some or all of the negative convexity risk in our assets. With the changes in current capital market conditions, the extremely low level of interest rates and the general shape of the yield curve, which all make it challenging to manage our market risk position, we continue to take measured asset/liability actions to stay within established policy limits.

Even though we have established limits for only the base and ±200 basis point interest rate shock scenarios, we also consider the measurements in the ±100 basis point interest rate shock scenarios. As noted in Table 31, the down 100 basis point interest rate shock scenario DOE has increased over the past several quarters. This increase is primarily due to the convexity profile of the mortgage loans and the associated unswapped callable consolidated obligation bonds with short lock-out periods where the convexity profile of the liabilities is generally more sensitive than our mortgage loan portfolio in the down 100 basis point interest rate shock scenario. Typically this relationship corresponds with greater sensitivity of the options embedded in the liabilities and the overall duration profile of the portfolio of unswapped callable consolidated obligation bonds with short lock-out periods shortening more rapidly as rates decline as the short lock-out periods allow the call options to be exercised efficiently. The mortgage loan portfolio shortens as well when rates decline, but generally the prepayment option is not exercised as quickly or as efficiently. As noted previously, as rates decline and the liability options are exercised, the called bonds have virtually no duration. Once the bonds are called, we typically replace the called bonds with unswapped callable bonds at lower funding levels (at market rates) and our liability duration generally lengthens. As rates decline and new liabilities are issued, the overall duration of liabilities will naturally lengthen and will reduce the overall asset sensitivity of DOE (become less positive). In addition, the down interest rate scenarios are also subject to a zero rate boundary constraint as discussed below.

~~Table of Contents~~

With respect to the down instantaneous shock scenarios, the sensitivities of both the assets and liabilities are impacted to a large extent by the absolute level of rates and the zero boundary methodology as discussed previously. Since the term structure of interest rates is at or near historically low levels, an instantaneous parallel shock of down 100 bps or 200 bps will effectively produce a flattened term structure of interest rates near zero. This flattened term structure will produce slight, if any, variations in valuations, which generate near zero duration results since the duration measurement captures the sensitivity of valuations to changes in rates. These near zero duration results should be viewed in the context of the broader risk profile of the base and positive interest rate shock scenarios to establish a sufficient vantage point for helping discern the overall sensitivity of the balance sheet and of DOE. As with all scenario changes that occurred during the period, the impact from various sensitivities was expected and discussed during our regular interest-rate risk profile review process.

As noted previously, if at any point a risk measurement nears or exceeds an operating range or policy limit established by the Board of Directors, certain actions may be implemented both by management and the Board of Directors. We typically manage a DOE measurement that exceeds the established limits with various asset/liability management actions. Whenever an established limit is exceeded the Board of Directors is advised by management and the issue is discussed at the next regularly scheduled Board of Directors’ meeting. If after discussion, the Board of Directors determines that asset/liability management action is required, the Board-approved approach is implemented by management to address the situation. Even though the base and ±200 basis point interest rate shock scenarios’ DOE measurements are inside management’s operating range as of March 31, 2014, active monitoring of portfolio relationships and overall DOE dynamics continues as do evaluation processes for acceptable future asset/liability management actions, including discussions involving the down 100 basis point interest rate shock scenario as discussed previously.

In calculating DOE, we also calculate our duration gap, which is the difference between the duration of our assets and the duration of our liabilities. Our base duration gap was -0.1 month and 0.1 month for June 30, 2014 and ~~-0.2 month for~~ March 31, 2014, ~~and December 31, 2013,~~ respectively. As discussed previously, the relatively stable performance of the duration gap was primarily the result of the changes in the fixed rate mortgage loan portfolio and the associated funding decisions made by management in response to the declining interest rate environment during the ~~first~~second quarter of 2014. All 12 FHLBanks are required to submit this base duration gap number to the Office of Finance as part of the quarterly reporting process created by the Finance Agency.

Matching the duration of assets with the duration of liabilities funding those assets is accomplished through the use of different debt maturities and embedded option characteristics, as well as the use of derivatives, primarily interest rate swaps, caps, floors and swaptions as discussed previously. Interest rate swaps increase the flexibility of our funding alternatives by providing desirable cash flows or characteristics that might not be as readily available or cost-effective if obtained in the standard GSE debt market. Finance Agency regulation prohibits the speculative use of derivatives, and we do not engage in derivatives trading for short-term profit. Because we do not engage in the speculative use of derivatives through trading or other activities, the primary risk posed by derivative transactions is credit risk in that a counterparty may fail to meet its contractual obligations on a transaction and thereby force us to replace the derivative at market price (see Item 2 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Risk Management – Credit Risk Management” for additional information).

As mentioned previously, the funding of mortgage loans and prepayable assets with liabilities that have similar duration or average cash flow patterns over time is our primary strategy for and means of managing the interest rate risk for these assets. To achieve the desired liability durations, we issue debt across a broad spectrum of final maturities. Because the durations of mortgage loans and other prepayable assets change as interest rates change, callable consolidated obligation bonds with similar duration characteristics, on average, are frequently issued. The duration of callable bonds shortens when interest rates decrease and lengthens when interest rates increase, allowing the duration of the debt to better match the typical duration of mortgage loans and other prepayable assets as interest rates change. In addition to actively monitoring this relationship, the funding and hedging profile and process are continually measured and reevaluated. We may also use purchased interest rate caps, floors and swaptions to manage the duration of our assets and liabilities. For example, in order to manage our interest-rate risk in rising interest rate environments, we may purchase out-of-the-money caps to help manage the duration extension of mortgage assets, especially variable rate MBS/CMOs with periodic and lifetime embedded interest rate caps. We may also purchase receive-fixed or pay-fixed swaptions (options to enter into receive-fixed rate or pay-fixed rate interest rate swaps) to manage our overall DOE in falling or rising interest rate environments, respectively. During times of falling interest rates, when mortgage assets are prepaying quickly and shortening in duration, we may also synthetically convert fixed rate debt to variable rate using interest rate swaps in order to shorten the duration of our liabilities to more closely match the shortening duration of mortgage assets. As we need to lengthen the liability duration, we terminate selected interest rate swaps to effectively extend the duration of the previously swapped debt.

~~Table of Contents~~

Market Value of Equity:MVE is the net value of our assets and liabilities. Estimating sensitivity of MVE to changes in interest rates is another measure of interest rate risk. We generally maintain a MVE within limits specified by the Board of Directors in the RMP. The RMP measures our market value risk in terms of the MVE in relation to total regulatory capital stock outstanding (TRCS). TRCS includes all capital stock outstanding, including stock subject to mandatory redemption. As a cooperative, we believe using the TRCS results in an appropriate measure because it reflects our market value relative to the book value of our capital stock. Our RMP stipulates MVE shall not be less than: (1) 90 percent of TRCS under the base case scenario; or (2) 85 percent of TRCS under a ±200 basis point instantaneous parallel shock in interest rates. Table 3236 presents MVE as a percent of TRCS. As of ~~March 31,~~June 30, 2014, all scenarios are well above the specified limits and much of the relative level in the ratios during the periods covered by the table can be attributed to the relative level of the fixed rate mortgage loan market values as rates have continued to remain historically low, the general value impact of the refinancing activities of the associated unswapped callable consolidated obligation bonds and the relative level of outstanding capital. The MVE to TRCS ratios can be greatly impacted by the level of capital outstanding based on our capital management approach. We lowered our AMA capital stock requirement during the third quarter of 2013 and exercised ~~measured~~significant repurchases of excess capital stock throughout the period (see “Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Executive Level Overview” for additional information), leading to a lower level of capital that inherently increased our ratio of MVE to TRCS from ~~December~~March 31, ~~2013~~2014 to ~~March 31,~~June 30, 2014 in all interest rate scenarios in the table below.

Table 32

Market Value of Equity as a Percent of Total Regulatory Capital Stock
Date
Up 200 Basis Points
Up 100 Basis Points
Base
Down 100 Basis Point
Down 200 Basis Points
03/31/2014
166
170
171
177
178
12/31/2013
165
169
169
171
172
09/30/2013
163
166
165
164
162
06/30/2013
156
159
158
157
155
03/31/2013
161
161
157
160
158



Market Value of Equity as a Percent of Total Regulatory Capital Stock
Date	Up 200 Basis Points	Base	Down 200 Basis Points
06/30/2014	200	199	210
03/31/2014	166	171	178
12/31/2013	165	169	172
09/30/2013	163	165	162
06/30/2013	156	158	155

Detail of Derivative Instruments by Type of Instrument by Type of Risk: Various types of derivative instruments are utilized to mitigate the interest rate risks described in the preceding sections as well as to better match the terms of assets and liabilities. We currently employ derivative instruments by designating them as either a fair value or cash flow hedge of an underlying financial instrument or a forecasted transaction; by acting as an intermediary; or in asset/liability management (i.e., an economic hedge). An economic hedge is defined as a derivative hedging specific or non-specific underlying assets, liabilities or firm commitments that either does not qualify for hedge accounting, or for which we have not elected hedge accounting, but is an acceptable hedging strategy under our RMP. For hedging relationships that are not designated for shortcut hedge accounting, we formally assess (both at the hedge’s inception and monthly on an ongoing basis) whether the derivatives used have been highly effective in offsetting changes in the fair values or cash flows of hedged items and whether those derivatives may be expected to remain highly effective in future periods. We typically use regression analyses

or similar statistical analyses to assess the effectiveness of our long haul hedges. We determine the hedge accounting to be applied when the hedge is entered into by completing detailed documentation, which includes a checklist setting forth criteria that must be met to qualify for hedge accounting.

~~Table of Contents~~

Tables 3337 and 3438 present the notional amount and fair value amount (fair value includes net accrued interest receivable or payable on the derivative) for derivative instruments by hedged item, hedging instrument, hedging objective and accounting designation (in thousands):

Table 33

03/31/2014
Hedged Item
Hedging Instrument
Hedging Objective
Accounting Designation
Notional Amount
Fair Value Amount
Advances

Fixed rate non-callable advances
Pay fixed, receive variable interest rate swap
Convert the advance’s fixed rate to a variable rate index
Fair Value Hedge
$
3,206,115

$
(103,278)

Fixed rate callable advances
Pay fixed, receive variable interest rate swap
Convert the advance’s fixed rate to a variable rate index and offset option risk in the advance
Fair Value Hedge

76,000

728

Fixed rate convertible advances
Pay fixed, receive variable interest rate swap
Convert the advance’s fixed rate to a variable rate index and offset option risk in the advance
Fair Value Hedge

1,678,742

(127,191)

Variable rate advances with embedded caps clearly and closely related
Interest rate cap
Offset the interest rate cap embedded in a variable rate advance
Fair Value Hedge

247,000

(2,227)

Firm commitment to issue a fixed rate advance
Forward settling interest rate swap
Protect against fair value risk
Fair Value Hedge

6,000

36

Investments

Fixed rate non-MBS trading investments
Pay fixed, receive variable interest rate swap
Convert the investment’s fixed rate to a variable rate index
Economic Hedge

961,820

(98,358)

Adjustable rate MBS with embedded caps
Interest rate cap
Offset the interest rate cap embedded in a variable rate investment
Economic Hedge

4,411,800

28,952

Fixed rate private-label MBS/ABS
Interest rate floor
Limit DOE risk from MBS/ABS prepayments in a declining interest rate environment
Economic Hedge

50,000

282

Mortgage Loans Held for Portfolio

Fixed rate mortgage purchase commitments
Mortgage purchase commitment
Protect against fair value risk
Economic Hedge

68,330

(210)

Consolidated Obligation Bonds

Fixed rate non-callable consolidated obligation bonds
Receive fixed, pay variable interest rate swap
Convert the bond’s fixed rate to a variable rate index
Fair Value Hedge

2,412,000

100,939

Fixed rate callable consolidated obligation bonds
Receive fixed, pay variable interest rate swap
Convert the bond’s fixed rate to a variable rate index and offset option risk in the bond
Fair Value Hedge

650,000

5,208

Complex consolidated obligation bonds
Receive variable with embedded features, pay variable interest rate swap
Reduce interest rate sensitivity and re-pricing gaps by converting the bond’s variable rate to a different variable rate index and/or to offset embedded options risk in the bond
Fair Value Hedge

110,000

(2,651)

Callable step-up/step-down consolidated obligation bonds
Receive variable interest rate with embedded features, pay variable interest rate swap
Reduce interest rate sensitivity and repricing gaps by converting the bond’s variable rate to a different variable rate index and/or to offset embedded options risk in the bond
Fair Value Hedge

2,550,000

(43,704)

Variable rate consolidated obligation bonds
Receive variable interest rate, pay variable interest rate swap
Reduce basis risk by converting an undesirable variable rate index in the bond to a more desirable variable rate index
Economic Hedge

1,835,000

224

Intermediary Derivatives

Interest rate caps executed with members
Interest rate cap
Offset interest rate caps executed with members by executing interest rate caps with derivatives counterparties
Economic Hedge

66,000

-

TOTAL

$
18,328,807

$
(241,250)



06/30/2014
Hedged Item	Hedging Instrument	Hedging Objective	Accounting Designation	Notional Amount		Fair Value Amount
Advances
Fixed rate non-callable advances	Pay fixed, receive variable interest rate swap	Convert the advance’s fixed rate to a variable rate index	Fair Value Hedge	$	3,160,615	$	(105,314	)
Fixed rate callable advances	Pay fixed, receive variable interest rate swap	Convert the advance’s fixed rate to a variable rate index and offset option risk in the advance	Fair Value Hedge	76,000		(267		)
Fixed rate convertible advances	Pay fixed, receive variable interest rate swap	Convert the advance’s fixed rate to a variable rate index and offset option risk in the advance	Fair Value Hedge	1,675,742		(120,869		)
Variable rate advances with embedded caps clearly and closely related	Interest rate cap	Offset the interest rate cap embedded in a variable rate advance	Fair Value Hedge	247,000		(1,810		)
Firm commitment to issue a fixed rate advance	Forward settling interest rate swap	Protect against fair value risk	Fair Value Hedge	6,000		(66		)
Investments
Fixed rate non-MBS trading investments	Pay fixed, receive variable interest rate swap	Convert the investment’s fixed rate to a variable rate index	Economic Hedge	961,820		(100,632		)
Adjustable rate MBS with embedded caps	Interest rate cap	Offset the interest rate cap embedded in a variable rate investment	Economic Hedge	4,229,800		21,235
Mortgage Loans Held for Portfolio
Fixed rate mortgage purchase commitments	Mortgage purchase commitment	Protect against fair value risk	Economic Hedge	78,898		456
Consolidated Obligation Bonds
Fixed rate non-callable consolidated obligation bonds	Receive fixed, pay variable interest rate swap	Convert the bond’s fixed rate to a variable rate index	Fair Value Hedge	2,212,000		91,476
Fixed rate callable consolidated obligation bonds	Receive fixed, pay variable interest rate swap	Convert the bond’s fixed rate to a variable rate index and offset option risk in the bond	Fair Value Hedge	970,000		9,600
Complex consolidated obligation bonds	Receive variable with embedded features, pay variable interest rate swap	Reduce interest rate sensitivity and re-pricing gaps by converting the bond’s variable rate to a different variable rate index and/or to offset embedded options risk in the bond	Fair Value Hedge	105,000		(501		)
Callable step-up/step-down consolidated obligation bonds	Receive variable interest rate with embedded features, pay variable interest rate swap	Reduce interest rate sensitivity and repricing gaps by converting the bond’s variable rate to a different variable rate index and/or to offset embedded options risk in the bond	Fair Value Hedge	2,620,000		(19,046		)
Variable rate consolidated obligation bonds	Receive variable interest rate, pay variable interest rate swap	Reduce basis risk by converting an undesirable variable rate index in the bond to a more desirable variable rate index	Economic Hedge	1,415,000		1,395
Intermediary Derivatives
Interest rate caps executed with members	Interest rate cap	Offset interest rate caps executed with members by executing interest rate caps with derivatives counterparties	Economic Hedge	46,000		—
TOTAL				$	17,803,875	$	(224,343	)

Table ~~of Contents~~38



12/31/2013
Hedged Item	Hedging Instrument	Hedging Objective	Accounting Designation	Notional Amount		Fair Value Amount
Advances
Fixed rate non-callable advances	Pay fixed, receive variable interest rate swap	Convert the advance’s fixed rate to a variable rate index	Fair Value Hedge	$	3,268,989	$	(113,832	)
Fixed rate callable advances	Pay fixed, receive variable interest rate swap	Convert the advance’s fixed rate to a variable rate index and offset option risk in the advance	Fair Value Hedge	76,000		1,660
Fixed rate convertible advances	Pay fixed, receive variable interest rate swap	Convert the advance’s fixed rate to a variable rate index and offset option risk in the advance	Fair Value Hedge	1,683,242		(137,562		)
Variable rate advances with embedded caps clearly and closely related	Interest rate cap	Offset the interest rate cap embedded in a variable rate advance	Fair Value Hedge	247,000		(2,648		)
Firm commitment to issue a fixed rate advance	Forward settling interest rate swap	Protect against fair value risk	Fair Value Hedge	6,000		120
Investments
Fixed rate non-MBS trading investments	Pay fixed, receive variable interest rate swap	Convert the investment’s fixed rate to a variable rate index	Economic Hedge	1,061,820		(115,098		)
Adjustable rate MBS with embedded caps	Interest rate cap	Offset the interest rate cap embedded in a variable rate investment	Economic Hedge	4,511,800		40,861
Fixed rate private-label MBS/ABS	Interest rate floor	Limit DOE risk from MBS/ABS prepayments in a declining interest rate environment	Economic Hedge	50,000		499
Mortgage Loans Held for Portfolio
Fixed rate mortgage purchase commitments	Mortgage purchase commitment	Protect against fair value risk	Economic Hedge	65,620		(265		)
Consolidated Obligation Bonds
Fixed rate non-callable consolidated obligation bonds	Receive fixed, pay variable interest rate swap	Convert the bond’s fixed rate to a variable rate index	Fair Value Hedge	2,286,000		104,904
Fixed rate callable consolidated obligation bonds	Receive fixed, pay variable interest rate swap	Convert the bond’s fixed rate to a variable rate index and offset option risk in the bond	Fair Value Hedge	655,000		3,251
Complex consolidated obligation bonds	Receive variable with embedded features, pay variable interest rate swap	Reduce interest rate sensitivity and re-pricing gaps by converting the bond’s variable rate to a different variable rate index and/or to offset embedded options risk in the bond	Fair Value Hedge	90,000		(4,900		)
Callable step-up/step-down consolidated obligation bonds	Receive variable interest rate with embedded features, pay variable interest rate swap	Reduce interest rate sensitivity and repricing gaps by converting the bond’s variable rate to a different variable rate index and/or to offset embedded options risk in the bond	Fair Value Hedge	2,220,000		(73,705		)
Variable rate consolidated obligation bonds	Receive variable interest rate, pay variable interest rate swap	Reduce basis risk by converting an undesirable variable rate index in the bond to a more desirable variable rate index	Economic Hedge	2,630,000		(808		)
Intermediary Derivatives
Interest rate caps executed with members	Interest rate cap	Offset interest rate caps executed with members by executing interest rate caps with derivatives counterparties	Economic Hedge	66,000		—
TOTAL				$	18,917,471	$	(297,523	)

~~Table 34~~

12/31/2013
Hedged Item
Hedging Instrument
Hedging Objective
Accounting Designation
Notional Amount
Fair Value Amount
Advances

Fixed rate non-callable advances
Pay fixed, receive variable interest rate swap
Convert the advance’s fixed rate to a variable rate index
Fair Value Hedge
$
3,268,989

$
(113,832)

Fixed rate callable advances
Pay fixed, receive variable interest rate swap
Convert the advance’s fixed rate to a variable rate index and offset option risk in the advance
Fair Value Hedge

76,000

1,660

Fixed rate convertible advances
Pay fixed, receive variable interest rate swap
Convert the advance’s fixed rate to a variable rate index and offset option risk in the advance
Fair Value Hedge

1,683,242

(137,562)

Variable rate advances with embedded caps clearly and closely related
Interest rate cap
Offset the interest rate cap embedded in a variable rate advance
Fair Value Hedge

247,000

(2,648)

Firm commitment to issue a fixed rate advance
Forward settling interest rate swap
Protect against fair value risk
Fair Value Hedge

6,000

120

Investments

Fixed rate non-MBS trading investments
Pay fixed, receive variable interest rate swap
Convert the investment’s fixed rate to a variable rate index
Economic Hedge

1,061,820

(115,098)

Adjustable rate MBS with embedded caps
Interest rate cap
Offset the interest rate cap embedded in a variable rate investment
Economic Hedge

4,511,800

40,861

Fixed rate private-label MBS/ABS
Interest rate floor
Limit DOE risk from MBS/ABS prepayments in a declining interest rate environment
Economic Hedge

50,000

499

Mortgage Loans Held for Portfolio

Fixed rate mortgage purchase commitments
Mortgage purchase commitment
Protect against fair value risk
Economic Hedge

65,620

(265)

Consolidated Obligation Bonds

Fixed rate non-callable consolidated obligation bonds
Receive fixed, pay variable interest rate swap
Convert the bond’s fixed rate to a variable rate index
Fair Value Hedge

2,286,000

104,904

Fixed rate callable consolidated obligation bonds
Receive fixed, pay variable interest rate swap
Convert the bond’s fixed rate to a variable rate index and offset option risk in the bond
Fair Value Hedge

655,000

3,251

Complex consolidated obligation bonds
Receive variable with embedded features, pay variable interest rate swap
Reduce interest rate sensitivity and re-pricing gaps by converting the bond’s variable rate to a different variable rate index and/or to offset embedded options risk in the bond
Fair Value Hedge

90,000

(4,900)

Callable step-up/step-down consolidated obligation bonds
Receive variable interest rate with embedded features, pay variable interest rate swap
Reduce interest rate sensitivity and repricing gaps by converting the bond’s variable rate to a different variable rate index and/or to offset embedded options risk in the bond
Fair Value Hedge

2,220,000

(73,705)

Variable rate consolidated obligation bonds
Receive variable interest rate, pay variable interest rate swap
Reduce basis risk by converting an undesirable variable rate index in the bond to a more desirable variable rate index
Economic Hedge

2,630,000

(808)

Intermediary Derivatives

Interest rate caps executed with members
Interest rate cap
Offset interest rate caps executed with members by executing interest rate caps with derivatives counterparties
Economic Hedge

66,000

-

TOTAL

$
18,917,471

$
(297,523)

Item 4:Controls and Procedures

Disclosure Controls and Procedures

Senior management is responsible for establishing and maintaining a system of disclosure controls and procedures designed to ensure that information required to be disclosed in the reports filed or submitted under the Securities Exchange Act of 1934, as amended (Exchange Act) is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Our disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our disclosure controls and procedures are designed to provide a reasonable level of

assurance in achieving their desired objectives; however, in designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

~~Table of Contents~~

Management evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-(e) under the Exchange Act) with the participation of the President and Chief Executive Officer (CEO), our principal executive officer, and Chief Accounting Officer (CAO), our principal financial officer, as of ~~March 31,~~June 30, 2014. Based upon that evaluation, the CEO and CAO have concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of ~~March 31,~~June 30, 2014.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fiscal quarter ended ~~March 31,~~June 30, 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Part II.OTHER INFORMATION

Item 1: Legal Proceedings

We are subject to various pending legal proceedings arising in the normal course of business. After consultation with legal counsel, management does not anticipate that the ultimate liability, if any, arising out of these matters will have a material adverse effect on our financial condition or results of operations. Additionally, management does not believe that we are subject to any material pending legal proceedings outside of ordinary litigation incidental to our business.

Item ~~1A.~~ 1A:Risk Factors

There have been no material changes to the risk factors previously disclosed in our annual report on Form 10-K filed on March 14, 2014, incorporated by reference herein.

Item 2. 2:Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

Item 3. 3:Defaults Upon Senior Securities

Not applicable.

Item 4:Mine Safety Disclosures

Not applicable.

Item 5:Other Information

None.

Item 6: Exhibits


~~Exhibit~~ ~~No.~~	~~Description~~
~~3.1~~ Exhibit No.	Description
3.1	Exhibit 3.1 to the FHLBank’s registration statement on Form 10, filed May 15, 2006, and made effective on July 14, 2006 (File No. 000-52004) (the “Form 10 Registration Statement”), Federal Home Loan Bank of Topeka Articles and Organization Certificate, is incorporated herein by reference as Exhibit 3.1.
3.2	Exhibit 3.2 to the Current Report on Form 8-K, filed October 25, 2013, Amended and Restated Bylaws, is incorporated herein by reference as Exhibit 3.2.
4.1	Exhibit 99.2 to the Current Report on Form 8-K, filed August 5, 2011, Federal Home Loan Bank of Topeka Capital Plan, is incorporated herein by reference as Exhibit 4.1.
31.1	Certification of President and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Senior Vice President and Chief Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32	Certification of President and Chief Executive Officer and Senior Vice President and Chief Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

~~Table of Contents~~

SIGNATURES

~~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.



	Federal Home Loan Bank of Topeka


~~Date: May 9,~~August 8, 2014	By: /s/ Andrew J. Jetter
Date	Andrew J. Jetter
	President and Chief Executive Officer

~~Date: May 9,~~August 8, 2014	By: /s/ Denise L. Cauthon
Date	Denise L. Cauthon
	Senior Vice President and Chief Accounting Officer
	(Principal Financial Officer and Principal Accounting Officer)


¹	"Mortgage Partnership Finance," "MPF" and "eMPF" are registered trademarks of the Federal Home Loan Bank of Chicago.



FEDERAL HOME LOAN BANK OF TOPEKA
STATEMENTS OF CAPITAL - Unaudited
(In thousands)
																			Accumulated
	Capital Stock1																		Other
	Class A				Class B				Total				Retained Earnings						Comprehensive		Total
	Shares		Par Value		Shares		Par Value		Shares		Par Value		Unrestricted		Restricted		Total		Income (Loss)		Capital
BALANCE - DECEMBER 31, 2012		4,053	$	405,304		8,592	$	859,152		12,645	$	1,264,456	$	453,346	$	27,936	$	481,282	$	(25,257)	$	1,720,481
Proceeds from issuance of capital stock		-		-		1,584		158,432		1,584		158,432										158,432
Repurchase/redemption of capital stock		(456)		(45,556)		(23)		(2,299)		(479)		(47,855)										(47,855)
Comprehensive income														19,719		4,929		24,648		1,582		26,230
Net reclassification of shares to mandatorily redeemable capital stock		(86)		(8,635)		(296)		(29,632)		(382)		(38,267)										(38,267)
Net transfer of shares between Class A and Class B		807		80,684		(807)		(80,684)		-		-										-
Dividends on capital stock (Class A - 0.3%, Class B - 3.5%):
Cash payment														(68)				(68)				(68)
Stock issued						77		7,690		77		7,690		(7,690)				(7,690)				-
BALANCE MARCH 31, 2013		4,318	$	431,797		9,127	$	912,659		13,445	$	1,344,456	$	465,307	$	32,865	$	498,172	$	(23,675)	$	1,818,953


																			Accumulated
	Capital Stock1																		Other
	Class A				Class B				Total				Retained Earnings						Comprehensive		Total
	Shares		Par Value		Shares		Par Value		Shares		Par Value		Unrestricted		Restricted		Total		Income (Loss)		Capital
BALANCE - DECEMBER 31, 2013		4,300	$	430,063		8,222	$	822,186		12,522	$	1,252,249	$	515,589	$	51,743	$	567,332	$	(18,361)	$	1,801,220
Proceeds from issuance of capital stock		2		237		609		60,868		611		61,105										61,105
Repurchase/redemption of capital stock		(817)		(81,746)		(24)		(2,353)		(841)		(84,099)										(84,099)
Comprehensive income														17,813		4,454		22,267		1,211		23,478
Net reclassification of shares to mandatorily redeemable capital stock		(44)		(4,412)		(671)		(67,129)		(715)		(71,541)										(71,541)
Net transfer of shares between Class A and Class B		665		66,447		(665)		(66,447)		-		-										-
Dividends on capital stock (Class A - 0.3%, Class B - 4.0%):
Cash payment														(79)				(79)				(79)
Stock issued						81		8,095		81		8,095		(8,095)				(8,095)				-
BALANCE MARCH 31, 2014		4,106	$	410,589		7,552	$	755,220		11,658	$	1,165,809	$	525,228	$	56,197	$	581,425	$	(17,150)	$	1,730,084

STATEMENTS OF CASH FLOWS - Unaudited (continued)
(In thousands)
	Three-month Period Ended March 31,
	2014		2013
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in deposits	$	61,802	$	182,067
Net proceeds from issuance of consolidated obligations:
Discount notes		10,692,650		21,019,755
Bonds		2,448,995		1,814,371
Payments for maturing and retired consolidated obligations:
Discount notes		(12,224,918)		(20,484,245)
Bonds		(2,764,000)		(2,437,000)
Proceeds from financing derivatives		-		44
Net interest payments received (paid) for financing derivatives		(35,541)		(22,613)
Proceeds from issuance of capital stock		61,105		158,432
Payments for repurchase/redemption of capital stock		(84,099)		(47,855)
Payments for repurchase of mandatorily redeemable capital stock		(71,668)		(38,958)
Cash dividends paid		(79)		(68)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		(1,915,753)		143,930
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(1,376,362)		(276,355)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		1,713,940		369,997
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	337,578	$	93,642

Supplemental disclosures:
Interest paid	$	82,755	$	64,833

Affordable Housing Program payments	$	1,360	$	1,440

Net transfers of mortgage loans to real estate owned	$	1,722	$	1,289



	Three-month Period Ended
	03/31/2014		03/31/2013
Net gains (losses) on trading securities held as of March 31, 2014	$	(5,104)	$	(8,328)
Net gains (losses) on trading securities sold or matured prior to March 31, 2014		(230)		(1,368)
NET GAIN (LOSS) ON TRADING SECURITIES	$	(5,334)	$	(9,696)


	03/31/2014
	Unpaid Principal Balance		Amortized Cost		Carrying Value		Fair Value
Private-label residential MBS:
Prime	$	16,398	$	15,427	$	14,155	$	15,468
Alt-A		68,104		61,864		48,440		57,282
Total private-label residential MBS		84,502		77,291		62,595		72,750

Home equity loans:
Subprime		3,177		1,361		1,220		2,667
TOTAL	$	87,679	$	78,652	$	63,815	$	75,417



	03/31/2014
	Conventional Loans		Government Loans		Credit Products1		Direct Financing Lease Receivable		Total
Allowance for credit losses:
Balance, beginning of three-month period	$	6,748	$	-	$	-	$	-	$	6,748
Charge-offs		(166)		-		-		-		(166)
Provision for credit losses		295		-		-		-		295
Balance, end of three-month period	$	6,877	$	-	$	-	$	-	$	6,877

Allowance for credit losses, end of period:
Individually evaluated for impairment	$	-	$	-	$	-	$	-	$	-
Collectively evaluated for impairment	$	6,877	$	-	$	-	$	-	$	6,877

Recorded investment2, end of period:
Individually evaluated for impairment3	$	-	$	-	$	16,133,586	$	23,022	$	16,156,608
Collectively evaluated for impairment	$	5,358,439	$	662,237	$	-	$	-	$	6,020,676



	Book Value		Par Value		Weighted Average Interest Rate1
March 31, 2014	$	9,356,707	$	9,357,396		0.06	%

December 31, 2013	$	10,889,565	$	10,890,528		0.08	%



03/31/2014
Description	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Condition		Net Amounts of Assets Presented in the Statement of Condition		Gross Amounts Not Offset in the Statement of Condition1		Net Amount
Derivative assets:
Bilateral derivatives	$	147,811	$	(139,668)	$	8,143	$	(22)	$	8,121
Cleared derivatives		2,619		11,585		14,204		-		14,204
Total derivative assets		150,430		(128,083)		22,347		(22)		22,325
Securities purchased under agreements to resell		1,000,000		-		1,000,000		(1,000,000)		-
TOTAL	$	1,150,430	$	(128,083)	$	1,022,347	$	(1,000,022)	$	22,325



03/31/2014
Description	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Condition		Net Amounts of Liabilities Presented in the Statement of Condition		Gross Amounts Not Offset in the Statement of Condition1		Net Amount
Derivative liabilities:
Bilateral derivatives	$	386,251	$	(297,833)	$	88,418	$	(307)	$	88,111
Cleared derivatives		5,429		(5,429)		-		-		-
TOTAL	$	391,680	$	(303,262)	$	88,418	$	(307)	$	88,111



	03/31/2014
	Carrying Value		Total Fair Value		Level 1		Level 2		Level 3		Netting Adjustment and Cash Collateral
Assets:
Cash and due from banks	$	337,578	$	337,578	$	337,578	$	-	$	-	$	-
Interest-bearing deposits		309		309		-		309		-		-
Securities purchased under agreements to resell		1,000,000		1,000,000		-		1,000,000		-		-
Federal funds sold		1,215,000		1,215,000		-		1,215,000		-		-
Trading securities		2,110,714		2,110,714		-		2,110,714		-		-
Held-to-maturity securities		5,198,161		5,197,040		-		4,840,442		356,598		-
Advances		16,112,925		16,171,738		-		16,171,738		-		-
Mortgage loans held for portfolio, net of allowance		5,984,655		6,076,774		-		6,076,774		-		-
Accrued interest receivable		62,415		62,415		-		62,415		-		-
Derivative assets		22,347		22,347		-		150,430		-		(128,083)
Liabilities:
Deposits		1,020,230		1,020,230		-		1,020,230		-		-
Consolidated obligation discount notes		9,356,707		9,356,578		-		9,356,578		-		-
Consolidated obligation bonds		19,765,733		19,644,027		-		19,644,027		-		-
Mandatorily redeemable capital stock		4,641		4,641		4,641		-		-		-
Accrued interest payable		71,330		71,330		-		71,330		-		-
Derivative liabilities		88,418		88,418		-		391,680		-		(303,262)
Other Asset (Liability):
Standby letters of credit		(855)		(855)		-		(855)		-		-
Standby bond purchase agreements		233		7,576		-		7,576		-		-
Standby credit facility		(29)		(29)		-		(29)		-		-
Advance commitments		-		(25)		-		(25)		-		-




Three-month Period Ended
March 31, 2014					March 31, 2013
Mortgage Loans Acquired		Percent of Total			Mortgage Loans Acquired		Percent of Total
$	13,167		6.7	%	$	21,650		5.5	%


Market Instrument	03/31/2014 Three-month Average			03/31/2013 Three-month Average			03/31/2014 Ending Rate			12/31/2013 Ending Rate			03/31/2013 Ending Rate
Overnight Federal funds effective/target rate1		0.07	%		0.14	%		0.0 to 0.25	%		0.0 to 0.25	%		0.0 to 0.25	%
Federal Open Market Committee (FOMC) target rate for overnight Federal funds1		0.0 to 0.25			0.0 to 0.25			0.0 to 0.25			0.0 to 0.25			0.0 to 0.25
3-month U.S. Treasury bill1		0.04			0.08			0.03			0.07			0.07
3-month LIBOR1		0.24			0.29			0.23			0.25			0.28
2-year U.S. Treasury note1		0.36			0.25			0.43			0.38			0.24
5-year U.S. Treasury note1		1.59			0.81			1.74			1.73			0.77
10-year U.S. Treasury note1		2.76			1.93			2.73			3.00			1.85
30-year residential mortgage note rate2		4.54			3.72			4.56			4.72			3.76



	Three-month Periods Ended
	03/31/2014							03/31/2013
	Average Balance		Interest Income/ Expense		Yield			Average Balance		Interest Income/ Expense		Yield
Interest-earning assets:
Interest-bearing deposits	$	210,800	$	37		0.07	%	$	310,655	$	113		0.15	%
Securities purchased under agreements to resell		86,111		14		0.06			1,457,381		527		0.15
Federal funds sold		1,472,222		249		0.07			1,102,511		421		0.15
Investment securities1		7,814,066		25,347		1.32			8,625,394		29,773		1.40
Advances2,3		17,348,274		29,063		0.68			16,845,815		33,412		0.80
Mortgage loans2,4,5		5,963,407		50,761		3.45			5,936,696		48,102		3.29
Other interest-earning assets		23,753		390		6.69			25,121		426		6.87
Total earning assets		32,918,633		105,861		1.30			34,303,573		112,774		1.33
Other non-interest-earning assets		109,332							147,286
Total assets	$	33,027,965						$	34,450,859
Interest-bearing liabilities:
Deposits	$	1,072,934	$	238		0.09	%	$	1,347,856	$	313		0.09	%
Consolidated obligations2:
Discount Notes		9,433,498		1,844		0.08			8,944,444		2,437		0.11
Bonds		20,262,917		49,240		0.99			21,665,227		57,898		1.08
Other borrowings		7,280		45		2.45			11,349		42		1.50
Total interest-bearing liabilities		30,776,629		51,367		0.68			31,968,876		60,690		0.77
Capital and other non-interest-bearing funds		2,251,336							2,481,983
Total funding	$	33,027,965						$	34,450,859

Net interest income and net interest spread6			$	54,494		0.62	%			$	52,084		0.56	%

Net interest margin7						0.67	%						0.62	%


	Three-month Periods Ended 03/31/2014 vs. 03/31/2013
	Increase (Decrease) Due to
	Volume1,2		Rate1,2		Total
Interest Income:
Interest-bearing deposits	$	(29)	$	(47)	$	(76)
Securities purchased under agreements to resell		(320)		(193)		(513)
Federal funds sold		112		(284)		(172)
Investment securities		(2,698)		(1,728)		(4,426)
Advances		972		(5,321)		(4,349)
Mortgage loans		217		2,442		2,659
Other assets		(24)		(12)		(36)
Total earning assets		(1,770)		(5,143)		(6,913)
Interest Expense:
Deposits		(62)		(13)		(75)
Consolidated obligations:
Discount notes		127		(720)		(593)
Bonds		(3,606)		(5,052)		(8,658)
Other borrowings		(18)		21		3
Total interest-bearing liabilities		(3,559)		(5,764)		(9,323)
Change in net interest income	$	1,789	$	621	$	2,410


	Three-month Period Ended 03/31/2014
	Advances		Investments		Mortgage Loans		Consolidated Obligation Bonds		Intermediary Positions		Total
Impact of derivatives and hedging activities in net interest income:
Amortization/accretion of hedging activities	$	(3,048)	$	-	$	(369)	$	125	$	-	$	(3,292)
Net interest settlements		(32,821)		-		-		21,325		-		(11,496)
Subtotal		(35,869)		-		(369)		21,450		-		(14,788)
Net gain (loss) on derivatives and hedging activities:
Fair value hedges:
Interest rate swaps		328		-		-		(1,583)		-		(1,255)
Economic hedges – unrealized gain (loss) due to fair value changes:
Interest rate swaps		-		7,236		-		1,259		-		8,495
Interest rate caps/floors		-		(12,126)		-		-		-		(12,126)
Mortgage delivery commitments		-		-		810		-		-		810
Economic hedges – net interest received (paid)		-		(11,043)		-		1,140		-		(9,903)
Subtotal		328		(15,933)		810		816		-		(13,979)
Net impact of derivatives and hedging activities		(35,541)		(15,933)		441		22,266		-		(28,767)
Net gain (loss) on trading securities hedged on an economic basis with derivatives		-		(5,027)		-		-		-		(5,027)
TOTAL	$	(35,541)	$	(20,960)	$	441	$	22,266	$	-	$	(33,794)


	Three-month Period Ended 03/31/2013
	Advances		Investments		Mortgage Loans		Consolidated Obligation Bonds		Intermediary Positions		Total
Impact of derivatives and hedging activities in net interest income:
Amortization/accretion of hedging activities	$	(2,713)	$	-	$	(465)	$	(293)	$	-	$	(3,471)
Net interest settlements		(38,460)		-		-		24,942		-		(13,518)
Subtotal		(41,173)		-		(465)		24,649		-		(16,989)
Net gain (loss) on derivatives and hedging activities:
Fair value hedges:
Interest rate swaps		420		-		-		(4,497)		-		(4,077)
Economic hedges – unrealized gain (loss) due to fair value changes:
Interest rate swaps		-		11,920		-		(1,269)		(15)		10,636
Interest rate caps/floors		-		52		-		-		-		52
Mortgage delivery commitments		-		-		(486)		-		-		(486)
Economic hedges – net interest received (paid)		-		(11,314)		-		2,129		2		(9,183)
Subtotal		420		658		(486)		(3,637)		(13)		(3,058)
Net impact of derivatives and hedging activities		(40,753)		658		(951)		21,012		(13)		(20,047)
Net gain (loss) on trading securities hedged on an economic basis with derivatives		-		(9,987)		-		-		-		(9,987)
TOTAL	$	(40,753)	$	(9,329)	$	(951)	$	21,012	$	(13)	$	(30,034)


	Increase (Decrease) in Components
	03/31/2014 vs. 12/31/2013
	Dollar Change		Percent Change
Assets:
Cash and due from banks	$	(1,376,362)		(80.3)	%
Investments1		819,632		9.4
Advances		(1,312,562)		(7.5)
Mortgage loans, net		35,175		0.6
Derivative assets, net		(5,610)		(20.1)
Other assets		(11,485)		(8.9)
Total assets	$	(1,851,212)		(5.5)	%

Liabilities:
Deposits	$	58,342		6.1	%
Consolidated obligations, net		(1,824,089)		(5.9)
Derivative liabilities, net		(19,935)		(18.4)
Other liabilities		5,606		4.2
Total liabilities		(1,780,076)		(5.5)

Capital:
Capital stock outstanding		(86,440)		(6.9)
Retained earnings		14,093		2.5
Accumulated other comprehensive income (loss)		1,211		6.6
Total capital		(71,136)		(3.9)
Total liabilities and capital	$	(1,851,212)		(5.5)	%


	3/31/2014					12/31/2013
	Mortgage Loan Balance		Percent of Total Mortgage Loans			Mortgage Loan Balance		Percent of Total Mortgage Loans
Mutual of Omaha Bank	$	276,654		4.7	%	$	286,762		4.9	%
FirstBank of Colorado		174,432		3.0			170,004		2.9
Tulsa Teachers Credit Union		138,573		2.3			129,134		2.2
SAC Federal Credit Union		127,004		2.2
Farmers Bank & Trust N.A.		122,979		2.1			124,810		2.1
Bank of America, N.A.1							127,084		2.2
TOTAL	$	839,642		14.3	%	$	837,794		14.3	%


Domicile of Counterparty	Overnight		Due 2 – 30 days		Due 31 – 90 days		Due 91 – 180 days		Total
Domestic	$	-	$	50,000	$	-	$	-	$	50,000
U.S. subsidiaries of foreign commercial banks		-		49,998		-		-		49,998
Total domestic and U.S. subsidiaries of foreign commercial banks		-		99,998		-		-		99,998
U.S. Branches and agency offices of foreign commercial banks:
Finland		375,000		-		-		-		375,000
Norway		325,000		-		-		-		325,000
United Kingdom		315,000		-		-		-		315,000
Canada		200,000		49,999		-		-		249,999
Sweden		-		50,000		-		-		50,000
Total U.S. Branches and agency offices of foreign commercial banks		1,215,000		99,999		-		-		1,314,999
TOTAL UNSECURED INVESTMENT CREDIT EXPOSURE1	$	1,215,000	$	199,997	$	-	$	-	$	1,414,997



	03/31/2014
	Due in one year or less			Due after one year through five years			Due after five years through 10 years			Due after 10 years			Carrying Value
Trading securities:
Commercial Paper	$	49,998		$	-		$	-		$	-		$	49,998
Certificates of deposit		149,999			-			-			-			149,999
U.S. Treasury obligations		-			25,026			-			-			25,026
GSE debentures		517,685			1,098,593			107,390			-			1,723,668
Mortgage-backed securities:
U.S. obligation residential MBS		-			-			-			1,060			1,060
GSE residential MBS		-			-			-			160,963			160,963
Total trading securities		717,682			1,123,619			107,390			162,023			2,110,714
Yield on trading securities		0.08	%		4.34	%		3.25	%		2.64	%

Held-to-maturity securities:
State or local housing agency obligations		-			-			20,005			42,232			62,237
Mortgage-backed or asset-backed securities:
U.S. obligation residential MBS		9			53			-			66,397			66,459
GSE single-family and multi-family residential MBS		-			65,103			1,471,906			3,235,108			4,772,117
Private-label residential MBS		-			28,082			14,526			253,520			296,128
Home equity loans ABS		-			-			-			1,220			1,220
Total held-to-maturity securities		9			93,238			1,506,437			3,598,477			5,198,161
Yield on held-to-maturity securities		6.89	%		2.72	%		2.56	%		2.21	%

Total securities		717,691			1,216,857			1,613,827			3,760,500			7,308,875
Yield on total securities		0.08	%		4.21	%		2.61	%		2.22	%

Interest-bearing deposits		309			-			-			-			309

Federal funds sold		1,215,000			-			-			-			1,215,000

Securities purchased under agreements to resell		1,000,000			-			-			-			1,000,000

TOTAL INVESTMENTS	$	2,933,000		$	1,216,857		$	1,613,827		$	3,760,500		$	9,524,184

	03/31/2014 Carrying Value1
	Investment Grade								Below Investment Grade		Unrated		Total
	Triple-A		Double-A		Single-A		Triple-B		Below Investment Grade		Unrated		Total
Interest-bearing deposits2	$	-	$	309	$		$	-	$	-	$	-	$	309

Federal funds sold2		-		375,000		840,000		-		-		-		1,215,000

Securities purchased under agreements to resell3		-				250,000		-		-		750,000		1,000,000

Investment securities:
Non-mortgage-backed securities:
Commercial paper2		-		49,998		-		-		-		-		49,998
Certificates of deposit2		-		99,999		50,000		-		-		-		149,999
U.S. Treasury obligations		-		25,026		-		-		-		-		25,026
GSE debentures		-		1,723,668		-		-		-		-		1,723,668
State or local housing agency obligations		16,362		30,000		-		15,875		-		-		62,237
Total non-mortgage-backed securities		16,362		1,928,691		50,000		15,875		-		-		2,010,928
Mortgage-backed or asset-backed securities:
U.S. obligation residential MBS		-		67,519		-		-		-		-		67,519
GSE single-family and multi-family residential MBS		-		4,933,080		-		-		-		-		4,933,080
Private label residential MBS		-		12,596		14,129		108,457		160,870		76		296,128
Home equity loan ABS		-		-		-		-		766		454		1,220
Total mortgage-backed securities		-		5,013,195		14,129		108,457		161,636		530		5,297,947

TOTAL INVESTMENTS	$	16,362	$	7,317,195	$	1,154,129	$	124,332	$	161,636	$	750,530	$	9,524,184

	12/31/2013 Carrying Value1
	Investment Grade								Below Investment Grade		Unrated		Total
	Triple-A		Double-A		Single-A		Triple-B		Below Investment Grade		Unrated		Total
Interest-bearing deposits2	$	48	$	1,068	$	-	$	-	$	-	$	-	$	1,116

Federal funds sold2		-		375,000		200,000		-		-		-		575,000

Investment securities:
Non-mortgage-backed securities:
Certificates of deposit2		-		260,009		-		-		-		-		260,009
U.S. Treasury obligations		-		25,012		-		-		-		-		25,012
GSE debentures		-		2,247,966		-		-		-		-		2,247,966
State or local housing agency obligations		16,477		30,000				16,995		-		-		63,472
Total non-mortgage-backed securities		16,477		2,562,987		-		16,995		-		-		2,596,459
Mortgage-backed or asset-backed securities:
U.S. obligation residential MBS		-		70,067		-		-		-		-		70,067
GSE single-family and multi-family residential MBS		-		5,145,349				-		-		-		5,145,349
Private label residential MBS		2,148		16,053		13,939		125,939		157,174		80		315,333
Home equity loan ABS										749		479		1,228
Total mortgage-backed securities		2,148		5,231,469		13,939		125,939		157,923		559		5,531,977

TOTAL INVESTMENTS	$	18,673	$	8,170,524	$	213,939	$	142,934	$	157,923	$	559	$	8,704,552


	03/31/2014						12/31/2013
	Fixed Rate1		Variable Rate1		Total		Fixed Rate1		Variable Rate1		Total
Private-label residential MBS:
Prime	$	45,591	$	109,157	$	154,748	$	50,734	$	115,983	$	166,717
Alt-A		84,847		78,785		163,632		90,124		82,100		172,224
Total private-label residential MBS		130,438		187,942		318,380		140,858		198,083		338,941

Home equity loan ABS:
Subprime		-		3,177		3,177		-		3,348		3,348
TOTAL	$	130,438	$	191,119	$	321,557	$	140,858	$	201,431	$	342,289



	Finland					Norway					Other1					Total
	Amount		Percent of Total Assets			Amount		Percent of Total Assets			Amount		Percent of Total Assets			Amount		Percent of Total Assets
Federal funds sold2	$	375,000		1.2	%	$	325,000		1.0	%	$	515,000		1.6	%	$	1,215,000		3.8	%

Trading securities3		-		-			-		-			99,999		0.3			99,999		0.3

Derivative assets:
Net exposure at fair value		-		-			-		-			11,029					11,029
Cash collateral held		-		-			-		-			(7,527)					(7,527)
Net exposure after cash collateral		-		-			-		-			3,502		0.0			3,502		0.0

TOTAL	$	375,000		1.2	%	$	325,000		1.0	%	$	618,501		1.9	%	$	1,318,501		4.1	%