Federal Home Loan Bank of Dallas 10-Q 2011 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2011

OR

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

Commission File Number 000-51405

FEDERAL HOME LOAN BANK OF DALLAS

(Exact name of registrant as specified in its charter)

Federally chartered corporation (State or other jurisdiction of incorporation or organization)	71-6013989 (I.R.S. Employer Identification Number)
8500 Freeport Parkway South, Suite 600 Irving, TX (Address of principal executive offices)	75063-2547 (Zip code)

(214) 441-8500

(Registrant’s telephone number, including area code)

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

Yes þ No o

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

Yes þ No o

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

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

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

Yes o No þ

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

At October 31, 2011, the registrant had outstanding 11,523,427 shares of its Class B Capital Stock, $100 par value per share.

FEDERAL HOME LOAN BANK OF DALLAS

TABLE OF CONTENTS

	Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements	1
Statements of Condition as of September 30, 2011 and December 31, 2010	1
Statements of Income for the Three and Nine Months Ended September 30, 2011 and 2010	2
Statements of Capital for the Nine Months Ended September 30, 2011 and 2010	3
Statements of Cash Flows for the Nine Months Ended September 30, 2011 and 2010	4
Notes to Interim Unaudited Financial Statements	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	37
Forward-Looking Information	37
Overview	37
Selected Financial Data	43
Legislative and Regulatory Developments	44
Financial Condition	46
Results of Operations	64
Critical Accounting Policies and Estimates	73
Liquidity and Capital Resources	73
Recently Issued Accounting Guidance	75
Item 3. Quantitative and Qualitative Disclosures About Market Risk	75
Item 4. Controls and Procedures	79
PART II. OTHER INFORMATION
Item 1A. Risk Factors	79
Item 6. Exhibits	81
Signatures	82
EX-31.1
EX-31.2
EX-32.1
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

FEDERAL HOME LOAN BANK OF DALLAS

STATEMENTS OF CONDITION

(Unaudited; in thousands, except share data)

	September 30, 2011			December 31, 2010
ASSETS
Cash and due from banks	$	1,231,895		$	1,631,899
Interest-bearing deposits	281			208
Security purchased under agreement to resell	500,000			—
Federal funds sold	1,825,000			3,767,000
Trading securities (Note 12)	5,656			5,317
Available-for-sale securities (Notes 3 and 12)	2,057,131			—
Held-to-maturity securities (a) (Notes 4 and 12)	6,862,558			8,496,429
Advances (Notes 5 and 6)	18,648,722			25,455,656
Mortgage loans held for portfolio, net of allowance for credit losses of $209 and $225 at September 30, 2011 and December 31, 2010, respectively (Note 6)	173,378			207,168
Accrued interest receivable	51,192			43,248
Premises and equipment, net	23,081			24,660
Derivative assets (Notes 9 and 12)	33,486			38,671
Other assets	14,936			19,814
TOTAL ASSETS	$	31,427,316		$	39,690,070
LIABILITIES AND CAPITAL
Deposits
Interest-bearing	$	1,695,477		$	1,070,028
Non-interest bearing	29			24
Total deposits	1,695,506			1,070,052
Consolidated obligations, net (Note 7)
Discount notes	7,977,769			5,131,978
Bonds	19,423,747			31,315,605
Total consolidated obligations, net	27,401,516			36,447,583
Mandatorily redeemable capital stock	7,604			8,076
Accrued interest payable	96,590			94,417
Affordable Housing Program (Note 8)	32,924			41,044
Payable to REFCORP (Note 10)	—			5,593
Derivative liabilities (Notes 9 and 12)	2,147			1,310
Other liabilities, including $3,888 and $11,156 of optional advance commitments carried at fair value under the fair value option at September 30, 2011 and December 31, 2010, respectively (Notes 3, 12 and 13)	527,248			31,583
Total liabilities	29,763,535			37,699,658
Commitments and contingencies (Notes 6 and 13)
CAPITAL (Note 10)
Capital stock — Class B putable ($100 par value) issued and outstanding shares: 12,439,428 and 16,009,091 shares at September 30, 2011 and December 31, 2010, respectively	1,243,943			1,600,909
Retained earnings
Unrestricted	475,700			452,205
Restricted	2,360			—
Total retained earnings	478,060			452,205
Accumulated other comprehensive income (loss) (Note 16)
Net unrealized losses on available-for-sale securities, net of unrealized gains and losses relating to hedged interest rate risk included in net income (Notes 3 and 12)	(6,094		)	—
Non-credit portion of other-than-temporary impairment losses on held-to-maturity securities (Note 4)	(52,645		)	(63,263		)
Postretirement benefits	517			561
Total accumulated other comprehensive income (loss)	(58,222		)	(62,702		)
Total capital	1,663,781			1,990,412
TOTAL LIABILITIES AND CAPITAL	$	31,427,316		$	39,690,070

_____________________________

(a) Fair values: $6,927,317 and $8,602,589 at September 30, 2011 and December 31, 2010, respectively.

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

1

FEDERAL HOME LOAN BANK OF DALLAS

STATEMENTS OF INCOME

(Unaudited, in thousands)

	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
INTEREST INCOME
Advances	$	49,907		$	86,973		$	162,889		$	249,343
Prepayment fees on advances, net	2,598			3,567			7,560			9,922
Interest-bearing deposits	108			106			230			223
Securities purchased under agreements to resell	165			—			410			—
Federal funds sold	201			1,408			1,838			4,019
Trading securities	—			23			—			23
Available-for-sale securities	1,015			—			1,015			—
Held-to-maturity securities	19,072			29,899			63,865			107,736
Mortgage loans held for portfolio	2,485			3,159			7,895			10,018
Other	2			7			8			15
Total interest income	75,553			125,142			245,710			381,299
INTEREST EXPENSE
Consolidated obligations
Bonds	39,523			67,469			128,619			184,512
Discount notes	1,106			2,854			2,435			8,965
Deposits	40			125			210			512
Mandatorily redeemable capital stock	12			7			47			27
Other borrowings	1			1			2			3
Total interest expense	40,682			70,456			131,313			194,019
NET INTEREST INCOME	34,871			54,686			114,397			187,280
OTHER INCOME (LOSS)
Total other-than-temporary impairment losses on held-to-maturity securities	(2,381		)	—			(8,059		)	(7,031		)
Net non-credit impairment losses recognized in other comprehensive income	766			(379		)	2,722			4,981
Credit component of other-than-temporary impairment losses on held-to-maturity securities	(1,615		)	(379		)	(5,337		)	(2,050		)
Service fees	778			779			2,114			2,136
Net gain (loss) on trading securities	(549		)	303			(375		)	187
Net losses on derivatives and hedging activities	(8,959		)	(2,644		)	(29,532		)	(28,062		)
Gains on other liabilities carried at fair value under the fair value option	6,508			124			10,641			124
Gains on early extinguishment of debt	—			176			415			176
Letter of credit fees	1,244			1,488			4,018			4,354
Other, net	(2		)	(21		)	6			52
Total other loss	(2,595		)	(174		)	(18,050		)	(23,083		)
OTHER EXPENSE
Compensation and benefits	10,172			9,226			32,026			28,846
Other operating expenses	7,081			6,976			20,779			19,976
Finance Agency	1,306			622			3,929			1,950
Office of Finance	607			405			1,737			1,312
Total other expense	19,166			17,229			58,471			52,084
INCOME BEFORE ASSESSMENTS	13,110			37,283			37,876			112,113
Affordable Housing Program	1,312			3,044			3,343			9,154
REFCORP	—			6,848			4,494			20,592
Total assessments	1,312			9,892			7,837			29,746
NET INCOME	$	11,798		$	27,391		$	30,039		$	82,367

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

2

FEDERAL HOME LOAN BANK OF DALLAS

STATEMENTS OF CAPITAL

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011 AND 2010

(Unaudited, in thousands)

														Accumulated
	Capital Stock Class B - Putable					Retained Earnings								Other Comprehensive			Total
	Shares		Par Value			Unrestricted			Restricted		Total			Income (Loss)			Capital
BALANCE, JANUARY 1, 2011	16,009		$	1,600,909		$	452,205		$	—	$	452,205		$	(62,702	)	$	1,990,412
Proceeds from sale of capital stock	3,068		306,824			—			—		—			—			306,824
Repurchase/redemption of capital stock	(6,066	)	(606,568		)	—			—		—			—			(606,568		)
Shares reclassified to mandatorily redeemable capital stock	(612	)	(61,197		)	—			—		—			—			(61,197		)
Comprehensive income
Net income	—		—			27,679			2,360		30,039			—			30,039
Other comprehensive income (a)	—		—			—			—		—			4,480			4,480
Total comprehensive income	—		—			—			—		—			—			34,519
Dividends on capital stock (at 0.375 percent annualized rate)
Cash	—		—			(134		)	—		(134		)	—			(134		)
Mandatorily redeemable capital stock	—		—			(75		)	—		(75		)	—			(75		)
Stock	40		3,975			(3,975		)	—		(3,975		)	—			—
BALANCE, SEPTEMBER 30, 2011	12,439		$	1,243,943		$	475,700		$	2,360	$	478,060		$	(58,222	)	$	1,663,781
BALANCE, JANUARY 1, 2010	25,317		$	2,531,715		$	356,282		$	—	$	356,282		$	(65,965	)	$	2,822,032
Proceeds from sale of capital stock	3,257		325,700			—			—		—			—			325,700
Repurchase/redemption of capital stock	(10,283	)	(1,028,273		)	—			—		—			—			(1,028,273		)
Shares reclassified to mandatorily redeemable capital stock	(2	)	(231		)	—			—		—			—			(231		)
Comprehensive income
Net income	—		—			82,367			—		82,367			—			82,367
Other comprehensive income (a)	—		—			—			—		—			8,752			8,752
Total comprehensive income	—		—			—			—		—			—			91,119
Dividends on capital stock (at 0.375 percent annualized rate)
Cash	—		—			(136		)	—		(136		)	—			(136		)
Mandatorily redeemable capital stock	—		—			(2		)	—		(2		)	—			(2		)
Stock	66		6,621			(6,621		)	—		(6,621		)	—			—
BALANCE, SEPTEMBER 30, 2010	18,355		$	1,835,532		$	431,890		$	—	$	431,890		$	(57,213	)	$	2,210,209

_____________________________

(a) For the three months ended September 30, 2011 and 2010, total comprehensive income of $9,271 and $32,385, respectively, includes net income of $11,798 and $27,391, respectively, and other comprehensive income (loss) of $(2,527) and $4,994, respectively. For the components of other comprehensive income (loss) for the three and nine months ended September 30, 2011 and 2010, see Note 16.

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

3

FEDERAL HOME LOAN BANK OF DALLAS

STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)

	For the Nine Months Ended
	September 30,
	2011			2010
OPERATING ACTIVITIES
Net income	$	30,039		$	82,367
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization
Net premiums and discounts on advances, consolidated obligations, investments and mortgage loans	(43,873		)	(82,757		)
Concessions on consolidated obligation bonds	3,108			7,093
Premises, equipment and computer software costs	5,110			4,548
Non-cash interest on mandatorily redeemable capital stock	37			20
Credit component of other-than-temporary impairment losses on held-to-maturity securities	5,337			2,050
Gains on early extinguishment of debt	(415		)	(176		)
Gains on other liabilities carried at fair value under the fair value option	(10,641		)	(124		)
Net increase in trading securities	(339		)	(941		)
Loss due to change in net fair value adjustment on derivative and hedging activities	86,832			123,301
Decrease (increase) in accrued interest receivable	(7,952		)	14,771
Decrease (increase) in other assets	2,960			(9,664		)
Decrease in Affordable Housing Program (AHP) liability	(8,120		)	(2,932		)
Increase (decrease) in accrued interest payable	2,163			(40,286		)
Decrease in payable to REFCORP	(5,593		)	(3,064		)
Increase in other liabilities	5,279			6,368
Total adjustments	33,893			18,207
Net cash provided by operating activities	63,932			100,574
INVESTING ACTIVITIES
Net increase in interest-bearing deposits	(421,502		)	(110,428		)
Net increase in securities purchased under agreements to resell	(500,000		)	—
Net decrease (increase) in federal funds sold	1,942,000			(3,997,000		)
Increase in short-term trading securities held for investment	—			(999,910		)
Purchases of available-for-sale securities	(1,509,140		)	—
Proceeds from maturities of long-term held-to-maturity securities	1,659,473			3,230,753
Purchases of long-term held-to-maturity securities	—			(1,078,810		)
Principal collected on advances	231,245,552			202,765,577
Advances made	(224,290,705		)	(182,589,155		)
Principal collected on mortgage loans held for portfolio	33,463			37,047
Purchases of premises, equipment and computer software	(3,829		)	(5,103		)
Net cash provided by investing activities	8,155,312			17,252,971
FINANCING ACTIVITIES
Net increase (decrease) in deposits and pass-through reserves	570,683			(889,328		)
Net proceeds from (payments on) derivative contracts with financing elements	151,834			(14,614		)
Net proceeds from issuance of consolidated obligations
Discount notes	125,726,444			100,424,313
Bonds	6,285,726			23,194,842
Proceeds from assumption of debt from other FHLBank	167,381			—
Debt issuance costs	(819		)	(4,729		)
Payments for maturing and retiring consolidated obligations
Discount notes	(122,878,821		)	(105,876,304		)
Bonds	(18,265,279		)	(32,817,969		)
Payment to other FHLBank for assumption of debt	(14,738		)	—
Proceeds from issuance of capital stock	306,824			325,700
Proceeds from issuance of mandatorily redeemable capital stock	—			97
Payments for redemption of mandatorily redeemable capital stock	(61,781		)	(2,619		)
Payments for repurchase/redemption of capital stock	(606,568		)	(1,028,273		)
Cash dividends paid	(134		)	(136		)
Net cash used in financing activities	(8,619,248		)	(16,689,020		)
Net increase (decrease) in cash and cash equivalents	(400,004		)	664,525
Cash and cash equivalents at beginning of the period	1,631,899			3,908,242
Cash and cash equivalents at end of the period	$	1,231,895		$	4,572,767

4

Supplemental Disclosures:
Interest paid	$	118,809	$	194,555
AHP payments, net	$	11,463	$	12,086
REFCORP payments	$	10,087	$	23,656
Stock dividends issued	$	3,975	$	6,621
Dividends paid through issuance of mandatorily redeemable capital stock	$	75	$	2
Capital stock reclassified to mandatorily redeemable capital stock	$	61,197	$	231

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

5

FEDERAL HOME LOAN BANK OF DALLAS

NOTES TO INTERIM UNAUDITED FINANCIAL STATEMENTS

Note 1—Basis of Presentation

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

The Bank’s significant accounting policies and certain other disclosures are set forth in the notes to the audited financial statements for the year ended December 31, 2010. The interim financial statements presented herein should be read in conjunction with the Bank’s audited financial statements and notes thereto, which are included in the Bank’s Annual Report on Form 10-K for the year ended December 31, 2010 filed with the SEC on March 25, 2011 (the “2010 10-K”). The notes to the interim financial statements update and/or highlight significant changes to the notes included in the 2010 10-K.

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

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

Note 2—Recently Issued Accounting Guidance

Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses. On July 21, 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2010-20 “Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses” (“ASU 2010-20”), which amends the existing disclosure requirements to require a greater level of disaggregated information about the credit quality of financing receivables and the allowance for credit losses. The requirements are intended to enhance transparency regarding the nature of an entity’s credit risk associated with its financing receivables and an entity’s assessment of that risk in estimating its allowance for credit losses as well as changes in the allowance and the reasons for those changes. The disclosures that relate to information as of the end of a reporting period were effective for interim and annual reporting periods ending on or after December 15, 2010 (December 31, 2010 for the Bank). Except for disclosures related to troubled debt restructurings, which were deferred until interim and annual reporting periods beginning on or after June 15, 2011, the disclosures about activity that occurs during a reporting period are effective for interim and annual reporting periods beginning on or after December 15, 2010 (January 1, 2011 for the Bank). The required disclosures are presented in Note 6. The adoption of this guidance did not have any impact on the Bank’s results of operations or financial condition.

A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring. On April 5, 2011, the FASB issued ASU 2011-02 “A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring” (“ASU 2011-02”), which clarifies when a loan modification or restructuring constitutes a troubled debt restructuring. A restructuring is considered a troubled debt restructuring if both of the following conditions exist: (1) the restructuring constitutes a concession and (2) the borrower is experiencing financial difficulties. The guidance in ASU 2011-02 also requires presentation of the disclosures related to troubled debt restructurings that are required by the provisions of ASU 2010-20. The provisions of ASU 2011-02 are effective for interim and annual reporting periods beginning on or after June 15, 2011 (July 1, 2011 for the Bank) and are to be applied retrospectively to restructurings occurring on or after the beginning of the fiscal year of adoption (January 1, 2011 for the Bank). Because the Bank has not had any restructurings occur on or after January 1, 2011, the adoption of this guidance did not have any impact on the Bank’s results of operations or financial condition, nor did it expand the Bank’s footnote disclosures.

6

Reconsideration of Effective Control for Repurchase Agreements. On April 29, 2011, the FASB issued ASU 2011-03 “Reconsideration of Effective Control for Repurchase Agreements” (“ASU 2011-03”), which eliminates from U.S. GAAP the requirement for entities to consider whether a transferor has the ability to repurchase the financial assets in a repurchase agreement. The guidance is intended to focus the assessment of effective control over financial assets on a transferor’s contractual rights and obligations with respect to transferred financial assets and not on whether the transferor has the practical ability to exercise those rights or honor those obligations. In addition to removing the criterion for entities to consider a transferor’s ability to repurchase the financial assets, ASU 2011-03 also removes the collateral maintenance implementation guidance related to that criterion. The guidance is effective prospectively for transactions, or modifications of existing transactions, that occur during or after the first interim or annual reporting period beginning on or after December 15, 2011 (January 1, 2012 for the Bank). Early adoption is not permitted. The adoption of this guidance is not expected to have a significant impact on the Bank’s results of operations or financial condition.

Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (“IFRSs”). On May 12, 2011, the FASB issued ASU 2011-04 “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs,” which changes the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and provides for certain additional disclosures regarding fair value measurements. The guidance is intended to result in common fair value measurement and disclosure requirements in U.S. GAAP and IFRSs. The guidance is effective for interim and annual reporting periods beginning on or after December 15, 2011 (January 1, 2012 for the Bank) and is to be applied prospectively. Early adoption is not permitted. While the adoption of this guidance is not expected to have a significant impact on the Bank’s results of operations or financial condition, such adoption will result in increased financial statement footnote disclosures for the Bank.

Presentation of Comprehensive Income. On June 16, 2011, the FASB issued ASU 2011-05 “Presentation of Comprehensive Income,” which eliminates the option to present components of other comprehensive income as part of the statements of capital and requires, among other things, that all non-owner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In the two-statement approach, the first statement must present total net income and its components followed consecutively by a second statement that must present total other comprehensive income, the components of other comprehensive income, and the total of comprehensive income. The guidance is intended to improve the comparability, consistency, and transparency of financial reporting and to increase the prominence of items reported in other comprehensive income. The guidance does not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to earnings. The guidance is effective for interim and annual reporting periods beginning on or after December 15, 2011 (January 1, 2012 for the Bank) and is to be applied retrospectively. Early adoption is permitted. The Bank intends to adopt this guidance effective January 1, 2012. The adoption of this guidance will not impact the Bank’s results of operations or financial condition.

Disclosures about an Employer's Participation in a Multiemployer Plan. On September 21, 2011, the FASB issued ASU 2011-09 “Disclosures about an Employer's Participation in a Multiemployer Plan” (“ASU 2011-09”), which amends the existing disclosure requirements to require that employers provide additional separate disclosures for multiemployer pension and other postretirement benefit plans. The requirements are intended to provide users of the financial statements with more detailed information about an employer's involvement in such plans, including: the significant multiemployer plans in which an employer participates; the level of the employer's participation in the significant multiemployer plans, including the employer's contributions to the plans and an indication of whether the employer's contributions represent more than five percent of the total contributions made to the plan by all contributing employers; the financial health of the significant multiemployer plans, including, among other things, an indication of the funded status; and the nature of the employer commitments to the plan. The guidance is effective for annual periods ending after December 15, 2011 (December 31, 2011 for the Bank), with early adoption permitted. The adoption of this guidance will result in increased financial statement footnote disclosures for the Bank, but will not have any impact on the Bank’s results of operations or financial condition.

7

Note 3—Available-for-Sale Securities

Major Security Types. Available-for-sale securities as of September 30, 2011 were as follows (in thousands):

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Debentures
Government-sponsored enterprises	$	1,921,638	$	717	$	6,577	$	1,915,778
Other	141,587		—		234		141,353
Total	$	2,063,225	$	717	$	6,811	$	2,057,131

Included in the table above are securities that were purchased but which had not yet settled as of September 30, 2011. The amount due of $500,984,000 is included in other liabilities on the statement of condition.

Other debentures are fully secured by government guaranteed obligations and the payment of interest on the debentures is guaranteed by an agency of the U.S. government. The amortized cost of the Bank's available-for-sale securities includes hedging adjustments. The Bank did not hold any securities classified as available-for-sale at December 31, 2010. The following table summarizes (in thousands, except number of positions) the available-for-sale securities with unrealized losses as of September 30, 2011.

	Less than 12 Months					12 Months or More					Total
	Number of Positions	Estimated Fair Value		Gross Unrealized Losses		Number of Positions	Estimated Fair Value		Gross Unrealized Losses		Number of Positions	Estimated Fair Value		Gross Unrealized Losses
Debentures
Government-sponsored enterprises	20	$	1,414,794	$	6,577	—	$	—	$	—	20	$	1,414,794	$	6,577
Other	7	141,353		234		—	—		—		7	141,353		234
Total	27	$	1,556,147	$	6,811	—	$	—	$	—	27	$	1,556,147	$	6,811

At September 30, 2011, the gross unrealized losses on the Bank’s available-for-sale securities were $6,811,000. All of the Bank's available-for-sale securities are either issued by government-sponsored enterprises (“GSEs”) or fully secured by collateral that is guaranteed by the U.S government. As of September 30, 2011, the U.S. government and the issuers of the Bank’s holdings of GSE debentures were rated triple-A by Moody’s Investors Service (“Moody’s”) and Fitch Ratings, Ltd. (”Fitch”) and AA+ by Standard and Poor’s (“S&P”). The issuer of the Bank's other debentures was rated Aaa by Moody's and AA+ by S&P at that date; the issuer of the other debentures is not rated by Fitch. Based upon the Bank’s assessment of the creditworthiness of the issuers of the GSE debentures and the credit ratings assigned by each of the nationally recognized statistical ratings organizations (“NRSROs”), the Bank expects that its holdings of GSE debentures that were in an unrealized loss position at September 30, 2011 would not be settled at an amount less than the Bank’s amortized cost bases in these investments. In addition, based on the creditworthiness of the issuer of the Bank's holdings of other debentures, the U.S. government's guaranty of the payment of principal and interest on the collateral securing those debentures, and the U.S. government's guaranty of the payment of interest on the debentures, the Bank expects that its holdings of other debentures that were in an unrealized loss position at September 30, 2011 would not be settled at an amount less than the Bank’s amortized cost bases in these investments. Because the current market value deficits associated with the Bank's available-for-sale securities are not attributable to credit quality, and because the Bank does not intend to sell the investments and it is not more likely than not that the Bank will be required to sell the investments before recovery of their amortized cost bases, the Bank does not consider any of these investments to be other-than-temporarily impaired at September 30, 2011.

8

Redemption Terms. The amortized cost and estimated fair value of available-for-sale securities by contractual maturity at September 30, 2011 are presented below (in thousands).

	September 30, 2011
Maturity	Amortized Cost		Estimated Fair Value
Debentures
Due after one year through five years	$	207,757	$	207,517
Due after five years through ten years	1,855,468		1,849,614
Total	$	2,063,225	$	2,057,131

Interest Rate Payment Terms. The following table provides interest rate payment terms for investment securities classified as available-for-sale at September 30, 2011 (in thousands):

	September 30, 2011
Amortized cost of available-for-sale securities
Fixed-rate	$	1,988,225
Variable-rate	75,000
Total	$	2,063,225

Note 4—Held-to-Maturity Securities

Major Security Types. Held-to-maturity securities as of September 30, 2011 were as follows (in thousands):

	Amortized Cost		OTTI Recorded in Accumulated Other Comprehensive Income (Loss)		Carrying Value		Gross Unrecognized Holding Gains		Gross Unrecognized Holding Losses		Estimated Fair Value
Debentures
U.S. government guaranteed obligations	$	46,538	$	—	$	46,538	$	267	$	88	$	46,717
Mortgage-backed securities
U.S. government guaranteed obligations	17,505		—		17,505		36		3		17,538
Government-sponsored enterprises	6,531,824		—		6,531,824		98,722		3,771		6,626,775
Non-agency residential mortgage-backed securities	319,336		52,645		266,691		—		30,404		236,287
	6,868,665		52,645		6,816,020		98,758		34,178		6,880,600
Total	$	6,915,203	$	52,645	$	6,862,558	$	99,025	$	34,266	$	6,927,317

9

Held-to-maturity securities as of December 31, 2010 were as follows (in thousands):

	Amortized Cost		OTTI Recorded in Accumulated Other Comprehensive Income (Loss)		Carrying Value		Gross Unrecognized Holding Gains		Gross Unrecognized Holding Losses		Estimated Fair Value
Debentures
U.S. government guaranteed obligations	$	51,946	$	—	$	51,946	$	331	$	217	$	52,060
Mortgage-backed securities
U.S. government guaranteed obligations	20,038		—		20,038		70		—		20,108
Government-sponsored enterprises	8,096,361		—		8,096,361		128,732		2,068		8,223,025
Non-agency residential mortgage-backed securities	391,347		63,263		328,084		—		20,688		307,396
	8,507,746		63,263		8,444,483		128,802		22,756		8,550,529
Total	$	8,559,692	$	63,263	$	8,496,429	$	129,133	$	22,973	$	8,602,589

The following table summarizes (in thousands, except number of positions) the held-to-maturity securities with unrealized losses as of September 30, 2011. The unrealized losses include other-than-temporary impairments recognized in accumulated other comprehensive income (loss) and gross unrecognized holding losses and are aggregated by major security type and length of time that individual securities have been in a continuous loss position.

	Less than 12 Months					12 Months or More					Total
	Number of Positions	Estimated Fair Value		Gross Unrealized Losses		Number of Positions	Estimated Fair Value		Gross Unrealized Losses		Number of Positions	Estimated Fair Value		Gross Unrealized Losses
Debentures
U.S. government guaranteed obligations	2	$	20,067	$	88	—	$	—	$	—	2	$	20,067	$	88
Mortgage-backed securities
U.S. government guaranteed obligations	3	2,975		3		—	—		—		3	2,975		3
Government-sponsored enterprises	52	822,256		1,244		34	667,547		2,527		86	1,489,803		3,771
Non-agency residential mortgage-backed securities	—	—		—		35	236,287		83,049		35	236,287		83,049
	55	825,231		1,247		69	903,834		85,576		124	1,729,065		86,823
Total	57	$	845,298	$	1,335	69	$	903,834	$	85,576	126	$	1,749,132	$	86,911

10

The following table summarizes (in thousands, except number of positions) the held-to-maturity securities with unrealized losses as of December 31, 2010.

	Less than 12 Months					12 Months or More					Total
	Number of Positions	Estimated Fair Value		Gross Unrealized Losses		Number of Positions	Estimated Fair Value		Gross Unrealized Losses		Number of Positions	Estimated Fair Value		Gross Unrealized Losses
Debentures
U.S. government guaranteed obligations	2	$	21,303	$	217	—	$	—	$	—	2	$	21,303	$	217
Mortgage-backed securities
Government-sponsored enterprises	23	398,522		434		34	792,031		1,634		57	1,190,553		2,068
Non-agency residential mortgage-backed securities	—	—		—		39	307,396		83,951		39	307,396		83,951
	23	398,522		434		73	1,099,427		85,585		96	1,497,949		86,019
Total	25	$	419,825	$	651	73	$	1,099,427	$	85,585	98	$	1,519,252	$	86,236

At September 30, 2011, the gross unrealized losses on the Bank’s held-to-maturity securities were $86,911,000, of which $83,049,000 was attributable to its holdings of non-agency (i.e., private-label) residential mortgage-backed securities and $3,862,000 was attributable to securities that are either guaranteed by the U.S. government or issued and guaranteed by GSEs. As of September 30, 2011, the U.S. government and the issuers of the Bank’s holdings of GSE mortgage-backed securities were rated triple-A by Moody’s and Fitch and AA+ by S&P.

Based upon the Bank’s assessment of the strength of the government guarantees of the debentures and government guaranteed mortgage-backed securities (“MBS”) held by the Bank, the credit ratings assigned by the NRSROs and the strength of the GSEs’ guarantees of the Bank’s holdings of agency MBS, the Bank expects that its holdings of U.S. government guaranteed debentures, U.S. government guaranteed MBS and GSE MBS that were in an unrealized loss position at September 30, 2011 would not be settled at an amount less than the Bank’s amortized cost bases in these investments. Because the current market value deficits associated with these securities are not attributable to credit quality, and because the Bank does not intend to sell the investments and it is not more likely than not that the Bank will be required to sell the investments before recovery of their amortized cost bases, the Bank does not consider any of these investments to be other-than-temporarily impaired at September 30, 2011.

The deterioration in the U.S. housing markets that began in 2007, as reflected by declines in the values of residential real estate and higher levels of delinquencies, defaults and losses on residential mortgages, including the mortgages underlying the Bank’s non-agency residential MBS (“RMBS”), has generally increased the risk that the Bank may not ultimately recover the entire cost bases of some of its non-agency RMBS. Based on its analysis of the securities in this portfolio, however, the Bank believes that the unrealized losses as of September 30, 2011 were principally the result of liquidity risk related discounts in the non-agency RMBS market and do not accurately reflect the actual historical or currently likely future credit performance of the securities.

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

To assess whether the entire amortized cost bases of its 35 non-agency RMBS will be recovered, the Bank performed a cash flow analysis for each security as of September 30, 2011 using two third-party models. The first model considers borrower characteristics and the particular attributes of the loans underlying the Bank’s securities, in conjunction with assumptions about future changes in home prices and interest rates, to project prepayments, defaults and loss severities. A significant input to the first model is the forecast of future housing price changes for the relevant states and core based statistical areas (“CBSAs”), which are based upon an assessment of the individual housing markets. (The term “CBSA” refers collectively to metropolitan and micropolitan statistical areas as defined by the United States Office of Management and Budget; as currently defined, a CBSA must contain at least one urban area of 10,000 or more people.) The Bank’s housing price forecast as of September 30,

11

2011 assumed current-to-trough home price declines ranging from 0 percent (for those housing markets that are believed to have reached their trough) to 8.0 percent. For those markets for which further home price declines are anticipated, such declines were projected to occur over the 3- to 9-month period beginning July 1, 2011. From the trough, home prices were projected to recover using one of five different recovery paths that vary by housing market. Under those recovery paths, home prices were projected to increase within a range of 0 percent to 2.8 percent in the first year, 0 percent to 3.0 percent in the second year, 1.5 percent to 4.0 percent in the third year, 2.0 percent to 5.0 percent in the fourth year, 2.0 percent to 6.0 percent in each of the fifth and sixth years, and 2.3 percent to 5.6 percent in each subsequent year. The month-by-month projections of future loan performance derived from the first model, which reflect projected prepayments, defaults and loss severities, are then input into a second model that allocates the projected loan level cash flows and losses to the various security classes in the securitization structure in accordance with its prescribed cash flow and loss allocation rules. In a securitization in which the credit enhancement for the senior securities is derived from the presence of subordinate securities, losses are generally allocated first to the subordinate securities until their principal balance is reduced to zero.

Based on the results of its cash flow analyses, the Bank determined that it is likely that it will not fully recover the amortized cost bases of five of its non-agency RMBS and, accordingly, these securities were deemed to be other-than-temporarily impaired as of September 30, 2011. All of these securities had previously been deemed to be other-than-temporarily impaired. The difference between the present value of the cash flows expected to be collected from these five securities and their amortized cost bases (i.e., the credit losses) totaled $1,615,000 as of September 30, 2011. Because the Bank does not intend to sell the investments and it is not more likely than not that the Bank will be required to sell the investments before recovery of their remaining amortized cost bases (that is, their previous amortized cost bases less the current-period credit losses), only the amounts related to the credit losses were recognized in earnings. Credit losses totaling $450,000 associated with one of the previously impaired securities were reclassified from accumulated other comprehensive income (loss) to earnings during the three months ended September 30, 2011. The estimated fair value of this security was greater than its carrying amount at that date.

In addition to the five securities that were determined to be other-than-temporarily impaired at September 30, 2011, nine other securities were previously deemed to be other-than-temporarily impaired. The following tables set forth additional information for each of the securities that were other-than-temporarily impaired as of September 30, 2011, including those securities that were deemed to be other-than-temporarily impaired in a prior period but which were not further impaired as of September 30, 2011 (in thousands). All of the Bank’s RMBS are rated by Moody’s, S&P and/or Fitch. The credit ratings presented in the first table represent the lowest rating assigned to the security by these NRSROs as of September 30, 2011.

			Three Months Ended September 30, 2011							Nine Months Ended September 30, 2011
	Period of Initial Impairment	Credit Rating	Credit Component of OTTI		Non-Credit Component of OTTI			Total OTTI		Credit Component of OTTI		Non-Credit Component of OTTI			Total OTTI
Security #1	Q1 2009	Triple-C	$	—	$	—		$	—	$	1,071	$	(1,071	)	$	—
Security #2	Q1 2009	Triple-C	—		—			—		625		(625		)	—
Security #3	Q2 2009	Single-C	666		70			736		839		(103		)	736
Security #4	Q2 2009	Triple-C	450		(450		)	—		554		(554		)	—
Security #5	Q3 2009	Triple-C	—		—			—		1,116		(1,116		)	—
Security #6	Q3 2009	Triple-C	—		—			—		455		(393		)	62
Security #7	Q3 2009	Single-B	—		—			—		—		—			—
Security #8	Q1 2010	Triple-C	—		—			—		9		(9		)	—
Security #9	Q1 2010	Single-B	25		292			317		31		286			317
Security #10	Q4 2010	Triple-C	355		19			374		420		286			706
Security #11	Q4 2010	Triple-C	—		—			—		—		—			—
Security #12	Q4 2010	Triple-C	—		—			—		71		(71		)	—
Security #13	Q4 2010	Triple-C	—		—			—		6		266			272
Security #14	Q2 2011	Single-B	119		835			954		140		5,826			5,966
Totals			$	1,615	$	766		$	2,381	$	5,337	$	2,722		$	8,059

12

	September 30, 2011				Cumulative from Period of Initial Impairment Through September 30, 2011				September 30, 2011
	Unpaid Principal Balance		Amortized Cost		Non-Credit Component of OTTI		Accretion of Non-Credit Component		Carrying Value		Estimated Fair Value
Security #1	$	15,914	$	13,024	$	10,271	$	5,869	$	8,622	$	8,468
Security #2	16,764		16,075		12,389		6,242		9,928		10,018
Security #3	32,934		28,589		15,785		8,129		20,933		20,933
Security #4	11,748		11,093		7,930		4,012		7,175		7,488
Security #5	19,726		18,026		10,047		5,058		13,037		12,017
Security #6	16,785		15,877		9,661		4,607		10,823		10,090
Security #7	6,519		6,444		3,575		1,472		4,341		4,178
Security #8	9,319		9,297		4,968		1,837		6,166		5,647
Security #9	4,225		4,188		2,208		746		2,726		2,726
Security #10	7,605		7,185		3,331		603		4,457		4,457
Security #11	9,463		9,462		3,061		752		7,153		6,193
Security #12	4,964		4,881		1,820		343		3,404		2,968
Security #13	5,869		5,854		2,418		537		3,973		3,765
Security #14	22,840		22,701		5,826		438		17,313		17,313
Totals	$	184,675	$	172,696	$	93,290	$	40,645	$	120,051	$	116,261

For those securities for which an other-than-temporary impairment was determined to have occurred as of September 30, 2011, the following table presents a summary of the significant inputs used to measure the amount of the credit loss recognized in earnings during the three months ended September 30, 2011 (dollars in thousands):

					Significant Inputs(2)
	Year of Securitization	Collateral Type(1)	Unpaid Principal Balance as of September 30, 2011		Projected Prepayment Rate	Projected Default Rate	Projected Loss Severity	Current Credit Enhancement as of September 30, 2011(3)
Security #3	2006	Alt-A/Fixed Rate	$	32,934	7.7%	37.8%	47.1%	5.3	%
Security #4	2005	Alt-A/Option ARM	11,748		2.5%	77.8%	44.1%	44.5	%
Security #9	2005	Alt-A/Option ARM	4,225		3.7%	64.7%	37.2%	41.4	%
Security #10	2005	Alt-A/Option ARM	7,605		3.4%	76.7%	47.1%	41.6	%
Security #14	2005	Alt-A/Fixed Rate	22,840		9.9%	21.0%	42.4%	9.2	%
Total			$	79,352

_____________________________

⁽¹⁾  Security #14 is the only security presented in the table above that was labeled as Alt-A at the time of issuance; however, based upon their current collateral or performance characteristics, all of the other-than-temporarily impaired securities presented in the table above were analyzed using Alt-A assumptions.

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

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

13

The following table presents a rollforward for the three and nine months ended September 30, 2011 and 2010 of the amount related to credit losses on the Bank’s non-agency RMBS holdings for which a portion of an other-than-temporary impairment has been recognized in other comprehensive income (in thousands).

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2011		2010		2011		2010
Balance of credit losses, beginning of period	$	10,298	$	5,693	$	6,576	$	4,022
Credit losses on securities for which an other-than-temporary impairment was not previously recognized	—		—		140		17
Credit losses on securities for which an other-than-temporary impairment was previously recognized	1,615		379		5,197		2,033
Balance of credit losses, end of period	$	11,913	$	6,072	$	11,913	$	6,072

Because the Bank currently expects to recover the entire amortized cost basis of each of its other 30 non-agency RMBS holdings (including the 9 securities that were previously deemed to be other-than-temporarily impaired), and because the Bank does not intend to sell the investments and it is not more likely than not that the Bank will be required to sell the investments before recovery of their amortized cost bases, the Bank does not consider any of these other non-agency RMBS to be other-than-temporarily impaired (or, in the case of the 9 previously impaired securities, further impaired) at September 30, 2011.

Redemption Terms. The amortized cost, carrying value and estimated fair value of held-to-maturity securities by contractual maturity at September 30, 2011 and December 31, 2010 are presented below (in thousands). The expected maturities of some debentures could differ from the contractual maturities presented because issuers may have the right to call such debentures prior to their final stated maturities.

	September 30, 2011						December 31, 2010
Maturity	Amortized Cost		Carrying Value		Estimated Fair Value		Amortized Cost		Carrying Value		Estimated Fair Value
Debentures
Due after one year through five years	$	2,031	$	2,031	$	2,050	$	2,555	$	2,555	$	2,598
Due after five years through ten years	24,351		24,351		24,599		27,871		27,871		28,159
Due after ten years	20,156		20,156		20,068		21,520		21,520		21,303
	46,538		46,538		46,717		51,946		51,946		52,060
Mortgage-backed securities	6,868,665		6,816,020		6,880,600		8,507,746		8,444,483		8,550,529
Total	$	6,915,203	$	6,862,558	$	6,927,317	$	8,559,692	$	8,496,429	$	8,602,589

The amortized cost of the Bank’s mortgage-backed securities classified as held-to-maturity includes net purchase discounts of $84,679,000 and $105,046,000 at September 30, 2011 and December 31, 2010, respectively.

14

Interest Rate Payment Terms. The following table provides interest rate payment terms for investment securities classified as held-to-maturity at September 30, 2011 and December 31, 2010 (in thousands):

	September 30, 2011		December 31, 2010
Amortized cost of variable-rate held-to-maturity securities other than mortgage-backed securities	$	46,538	$	51,946
Amortized cost of held-to-maturity mortgage-backed securities
Fixed-rate pass-through securities	711		821
Collateralized mortgage obligations
Fixed-rate	1,393		1,620
Variable-rate	6,866,561		8,505,305
	6,868,665		8,507,746
Total	$	6,915,203	$	8,559,692

All of the Bank’s variable-rate collateralized mortgage obligations classified as held-to-maturity securities have coupon rates that are subject to interest rate caps, none of which were reached during 2010 or the nine months ended September 30, 2011.

Note 5—Advances

Redemption Terms. At September 30, 2011 and December 31, 2010, the Bank had advances outstanding at interest rates ranging from 0.06 percent to 8.61 percent and 0.05 percent to 8.61 percent, respectively, as summarized below (in thousands).

	September 30, 2011					December 31, 2010
Contractual Maturity	Amount			Weighted Average Interest Rate		Amount			Weighted Average Interest Rate
Overdrawn demand deposit accounts	$	—		—	%	$	171		4.10	%
Due in one year or less	6,402,351			0.81		12,362,781			0.70
Due after one year through two years	3,010,545			2.05		1,511,311			3.15
Due after two years through three years	1,852,027			1.27		2,927,555			2.17
Due after three years through four years	760,783			2.91		1,419,491			1.11
Due after four years through five years	386,729			3.15		736,210			2.97
Due after five years	3,104,355			4.23		3,389,605			3.78
Amortizing advances	2,589,170			3.47		2,713,632			4.40
Total par value	18,105,960			2.19	%	25,060,756			1.93	%
Deferred prepayment fees	(25,974		)			(31,290		)
Commitment fees	(126		)			(105		)
Hedging adjustments	568,862					426,295
Total	$	18,648,722				$	25,455,656

Amortizing advances require repayment according to predetermined amortization schedules.

The Bank offers advances to members that may be prepaid on specified dates without the member incurring prepayment or termination fees (prepayable and callable advances). The prepayment of other advances requires the payment of a fee to the Bank (prepayment fee) if necessary to make the Bank financially indifferent to the prepayment of the advance. At September 30, 2011 and December 31, 2010, the Bank had aggregate prepayable and callable advances totaling $146,830,000 and $170,349,000, respectively.

15

The following table summarizes advances at September 30, 2011 and December 31, 2010, by the earliest of contractual maturity, next call date, or the first date on which prepayable advances can be repaid without a prepayment fee (in thousands):

Contractual Maturity or Next Call Date	September 30, 2011		December 31, 2010
Overdrawn demand deposit accounts	$	—	$	171
Due in one year or less	6,467,842		12,437,799
Due after one year through two years	3,033,737		1,534,056
Due after two years through three years	1,868,798		2,953,639
Due after three years through four years	772,526		1,433,491
Due after four years through five years	408,087		750,082
Due after five years	2,965,800		3,237,886
Amortizing advances	2,589,170		2,713,632
Total par value	$	18,105,960	$	25,060,756

The Bank also offers putable advances. With a putable advance, the Bank purchases a put option from the member that allows the Bank to terminate the fixed rate advance on specified dates and offer, subject to certain conditions, replacement funding at prevailing market rates. At September 30, 2011 and December 31, 2010, the Bank had putable advances outstanding totaling $3,143,321,000 and $3,486,421,000, respectively.

The following table summarizes advances at September 30, 2011 and December 31, 2010, by the earlier of contractual maturity or next possible put date (in thousands):

Contractual Maturity or Next Put Date	September 30, 2011		December 31, 2010
Overdrawn demand deposit accounts	$	—	$	171
Due in one year or less	9,201,422		15,288,601
Due after one year through two years	2,569,944		1,494,561
Due after two years through three years	1,841,627		2,476,955
Due after three years through four years	637,783		1,409,091
Due after four years through five years	296,229		565,210
Due after five years	969,785		1,112,535
Amortizing advances	2,589,170		2,713,632
Total par value	$	18,105,960	$	25,060,756

Interest Rate Payment Terms. The following table provides interest rate payment terms for advances at September 30, 2011 and December 31, 2010 (in thousands, based upon par amount):

	September 30, 2011		December 31, 2010
Fixed-rate
Due in one year or less	$	6,382,002	$	7,688,427
Due after one year	9,633,616		10,607,136
Total fixed-rate	16,015,618		18,295,563
Variable-rate
Due in one year or less	36,342		4,690,851
Due after one year	2,054,000		2,074,342
Total variable-rate	2,090,342		6,765,193
Total par value	$	18,105,960	$	25,060,756

16

At both September 30, 2011 and December 31, 2010, 47 percent of the Bank’s fixed-rate advances were swapped to a variable rate.

Prepayment Fees. When a member/borrower prepays an advance, the Bank could suffer lower future income if the principal portion of the prepaid advance is reinvested in lower-yielding assets. To protect against this risk, the Bank generally charges a prepayment fee that makes it financially indifferent to a borrower’s decision to prepay an advance. The Bank records prepayment fees received from members/borrowers on prepaid advances net of any associated hedging adjustments on those advances. These fees are reflected as interest income in the statements of income either immediately (as prepayment fees on advances) or over time (as interest income on advances) as further described below. In cases in which the Bank funds a new advance concurrent with or within a short period of time before or after the prepayment of an existing advance and the advance meets the accounting criteria to qualify as a modification of the prepaid advance, the net prepayment fee on the prepaid advance is deferred, recorded in the basis of the modified advance, and amortized into interest income over the life of the modified advance using the level-yield method. Gross advance prepayment fees received from members/borrowers were $9,901,000 and $16,755,000 during the three months ended September 30, 2011 and 2010, respectively, and were $25,071,000 and $30,711,000 during the nine months ended September 30, 2011 and 2010, respectively. None of the gross advance prepayment fees were deferred during the three months ended September 30, 2011. The Bank deferred $51,000 of the gross advance prepayment fees during the nine months ended September 30, 2011. The Bank deferred $7,443,000 and $13,631,000 of the gross advance prepayment fees during the three and nine months ended September 30, 2010, respectively.

Note 6—Allowance for Credit Losses

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

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

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

During the nine months ended September 30, 2011, there were no purchases or sales of financing receivables, nor were any financing receivables reclassified to held for sale.

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

On at least a quarterly basis, the Bank evaluates all outstanding extensions of credit to members/borrowers for potential credit losses. These evaluations include a review of: (1) the amount, type and performance of collateral available to secure the outstanding obligations; (2) metrics that may be indicative of changes in the financial condition and general creditworthiness of the member/borrower; and (3) the payment status of the obligations. Any outstanding extensions of credit that exhibit a potential credit weakness that could jeopardize the full collection of the outstanding obligations would be classified as substandard, doubtful or loss. The Bank did not have any advances or other extensions of credit to members/borrowers that were classified as substandard, doubtful or loss at September 30, 2011 or December 31, 2010.

The Bank considers the amount, type and performance of collateral to be the primary indicator of credit quality with respect to its extensions of credit to members/borrowers. At September 30, 2011 and December 31, 2010, the Bank had rights to collateral on a borrower-by-borrower basis with an estimated value in excess of each borrower’s outstanding extensions of credit.

17

The Bank continues to evaluate and, as necessary, modify its credit extension and collateral policies based on market conditions. At September 30, 2011 and December 31, 2010, the Bank did not have any advances that were past due, on non-accrual status, or considered impaired. There have been no troubled debt restructurings related to advances.

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

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

Mortgage Loans — Conventional Mortgage Loans. The Bank’s conventional mortgage loans were acquired through the Mortgage Partnership Finance^® (“MPF”^®) Program, as more fully described in the Bank’s 2010 10-K. The allowance for losses on conventional mortgage loans is determined by an analysis that includes consideration of various data such as past performance, current performance, loan portfolio characteristics, collateral-related characteristics, industry data, and prevailing economic conditions. The allowance for losses on conventional mortgage loans also factors in the credit enhancement under the MPF Program. Any incurred losses that are expected to be recovered from the credit enhancements are not reserved as part of the Bank’s allowance for loan losses.

The Bank places a conventional mortgage loan on non-accrual status when the collection of the contractual principal or interest is 90 days or more past due. When a mortgage loan is placed on non-accrual status, accrued but uncollected interest is reversed against interest income. The Bank records cash payments received on non-accrual loans first as interest income until it recovers all interest, and then as a reduction of principal. A loan on non-accrual status may be restored to accrual status when (1) none of its contractual principal and interest is due and unpaid, and the Bank expects repayment of the remaining contractual interest and principal, or (2) the loan otherwise becomes well secured and in the process of collection.

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

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

The Bank considers the key credit quality indicator for conventional mortgage loans to be the payment status of each loan. The table below summarizes the unpaid principal balance by payment status for mortgage loans at September 30, 2011 and December 31, 2010 (dollar amounts in thousands). The unpaid principal balance approximates the recorded investment in the loans.

18

	September 30, 2011									December 31, 2010
	Conventional Loans			Government- Guaranteed/ Insured Loans			Total			Conventional Loans			Government- Guaranteed/ Insured Loans			Total
Mortgage loans:
30-59 days delinquent	$	1,801		$	3,783		$	5,584		$	2,092		$	4,993		$	7,085
60-89 days delinquent	625			988			1,613			919			1,406			2,325
90 days or more delinquent	1,313			820			2,133			1,254			857			2,111
Total past due	3,739			5,591			9,330			4,265			7,256			11,521
Total current loans	85,118			77,997			163,115			103,866			90,611			194,477
Total mortgage loans	$	88,857		$	83,588		$	172,445		$	108,131		$	97,867		$	205,998
Other delinquency statistics:
In process of foreclosure(1)	$	702		$	298		$	1,000		$	678		$	73		$	751
Serious delinquency rate (2)	1.5		%	1.0		%	1.2		%	1.2		%	0.9		%	1.0		%
Past due 90 days or more and still accruing interest (3)	$	—		$	820		$	820		$	—		$	857		$	857
Non-accrual loans	$	1,313		$	—		$	1,313		$	1,254		$	—		$	1,254
Troubled debt restructurings	$	—		$	—		$	—		$	—		$	—		$	—

_____________________________

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

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

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

19

At September 30, 2011 and December 31, 2010, the Bank’s other assets included $187,000 and $126,000, respectively, of real estate owned.

Mortgage loans, other than those included in large groups of smaller-balance homogeneous loans, are considered impaired when, based upon current information and events, it is probable that the Bank will be unable to collect all principal and interest amounts due according to the contractual terms of the mortgage loan agreement. Each non-accrual mortgage loan is specifically reviewed for impairment. At September 30, 2011 and December 31, 2010, the estimated value of the collateral securing each of these loans was in excess of the outstanding loan amount. Therefore, none of these loans were considered impaired and no specific reserve was established for any of these mortgage loans. The remaining conventional mortgage loans were evaluated for impairment on a pool basis. Based upon the current and past performance of these loans, the underwriting standards in place at the time the loans were acquired, and current economic conditions, the Bank determined that an allowance for loan losses of $209,000 was adequate to reserve for credit losses in its conventional mortgage loan portfolio at September 30, 2011. The following table presents the activity in the allowance for credit losses on conventional mortgage loans held for portfolio during the three and nine months ended September 30, 2011 and 2010 (in thousands):

	Three Months Ended September 30,					Nine Months Ended September 30,
	2011			2010		2011			2010
Balance, beginning of period	$	218		$	234	$	225		$	240
Chargeoffs	(9		)	—		(16		)	(6		)
Balance, end of period	$	209		$	234	$	209		$	234

	September 30, 2011
Ending balance of reserve related to loans collectively evaluated for impairment	$	209
Unpaid principal balance
Individually evaluated for impairment	$	1,313
Collectively evaluated for impairment	$	87,544

Note 7—Consolidated Obligations

Consolidated obligations are the joint and several obligations of the FHLBanks and consist of consolidated obligation bonds and discount notes. Consolidated obligations are backed only by the financial resources of the 12 FHLBanks. Consolidated obligations are not obligations of, nor are they guaranteed by, the United States Government. The FHLBanks issue consolidated obligations through the Office of Finance as their agent. In connection with each debt issuance, one or more of the FHLBanks specifies the amount of debt it wants issued on its behalf; the Bank receives the proceeds only of the debt issued on its behalf and is the primary obligor only for the portion of bonds and discount notes for which it has received the proceeds. The Bank records on its statements of condition only that portion of the consolidated obligations for which it is the primary obligor. Consolidated obligation bonds are issued primarily to raise intermediate- and long-term funds for the FHLBanks and are not subject to any statutory or regulatory limits on maturity. Consolidated obligation discount notes are issued to raise short-term funds and have maturities of one year or less. These notes are issued at a price that is less than their face amount and are redeemed at par value when they mature. For additional information regarding the FHLBanks’ joint and several liability on consolidated obligations, see Note 13.

The par amounts of the 12 FHLBanks’ outstanding consolidated obligations, including consolidated obligations held as investments by other FHLBanks, were approximately $697 billion and $796 billion at September 30, 2011 and December 31, 2010, respectively. The Bank was the primary obligor on $27.2 billion and $36.2 billion (at par value), respectively, of these consolidated obligations.

20

Interest Rate Payment Terms. The following table summarizes the Bank’s consolidated obligation bonds outstanding by interest rate payment terms at September 30, 2011 and December 31, 2010 (in thousands, at par value).

	September 30, 2011		December 31, 2010
Fixed-rate	$	14,165,065	$	14,582,605
Simple variable-rate	2,145,000		13,411,000
Step-up	2,619,500		3,001,500
Fixed that converts to variable	201,000		83,000
Step-down	100,000		—
Total par value	$	19,230,565	$	31,078,105

At September 30, 2011 and December 31, 2010, 98 percent and 82 percent, respectively, of the Bank’s fixed-rate consolidated obligation bonds were swapped to a variable rate and 32 percent and 14 percent, respectively, of the Bank’s variable-rate consolidated obligation bonds were either swapped to a different variable rate index or hedged with an interest rate swap that offsets an interest rate cap embedded in the bonds.

Redemption Terms. The following is a summary of the Bank’s consolidated obligation bonds outstanding at September 30, 2011 and December 31, 2010, by contractual maturity (in thousands):

	September 30, 2011					December 31, 2010
Contractual Maturity	Amount			Weighted Average Interest Rate		Amount			Weighted Average Interest Rate
Due in one year or less	$	10,167,090		1.19	%	$	18,269,685		0.86	%
Due after one year through two years	3,399,500			2.47		6,107,905			2.17
Due after two years through three years	1,319,190			3.08		1,465,000			2.59
Due after three years through four years	774,965			3.12		1,400,440			2.65
Due after four years through five years	887,000			3.14		883,255			2.69
Thereafter	2,682,820			2.87		2,951,820			3.28
Total par value	19,230,565			1.95	%	31,078,105			1.56	%
Premiums	41,860					51,349
Discounts	(8,935		)			(11,977		)
Hedging adjustments	160,257					198,128
Total	$	19,423,747				$	31,315,605

At September 30, 2011 and December 31, 2010, the Bank’s consolidated obligation bonds outstanding included the following (in thousands, at par value):

	September 30, 2011		December 31, 2010
Non-callable bonds	$	15,040,350	$	26,278,890
Callable bonds	4,190,215		4,799,215
Total par value	$	19,230,565	$	31,078,105

21

The following table summarizes the Bank’s consolidated obligation bonds outstanding at September 30, 2011 and December 31, 2010, by the earlier of contractual maturity or next possible call date (in thousands, at par value):

Contractual Maturity or Next Call Date	September 30, 2011		December 31, 2010
Due in one year or less	$	13,082,910	$	21,479,505
Due after one year through two years	3,706,500		6,594,905
Due after two years through three years	1,074,190		1,545,000
Due after three years through four years	509,965		440,440
Due after four years through five years	455,000		336,255
Thereafter	402,000		682,000
Total par value	$	19,230,565	$	31,078,105

Discount Notes. At September 30, 2011 and December 31, 2010, the Bank’s consolidated obligation discount notes, all of which are due within one year, were as follows (in thousands):

	Book Value		Par Value		Weighted Average Implied Interest Rate
September 30, 2011	$	7,977,769	$	7,979,230	0.06	%
December 31, 2010	$	5,131,978	$	5,132,613	0.15	%

At September 30, 2011 and December 31, 2010, 42 percent and 18 percent, respectively, of the Bank’s consolidated obligation discount notes were swapped to a variable rate.

Note 8—Affordable Housing Program (“AHP”)

The following table summarizes the changes in the Bank’s AHP liability during the nine months ended September 30, 2011 and 2010 (in thousands):

	Nine Months Ended September 30,
	2011			2010
Balance, beginning of period	$	41,044		$	43,714
AHP assessment	3,343			9,154
Grants funded, net of recaptured amounts	(11,463		)	(12,086		)
Balance, end of period	$	32,924		$	40,782

Note 9—Derivatives and Hedging Activities

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

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

22

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

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

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

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

The Bank has also invested in agency and other highly rated debentures. Substantially all of the Bank's available-for-sale securities are fixed-rate debentures. To hedge the interest rate risk associated with these fixed-rate investment securities, the Bank enters into fixed-for-floating interest rate exchange agreements. Such transactions are treated as fair value hedges.

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

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

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

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

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

23

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

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

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

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

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

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

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

24

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

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

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

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

25

Impact of Derivatives and Hedging Activities. The following table summarizes the notional balances and estimated fair values of the Bank’s outstanding derivatives at September 30, 2011 and December 31, 2010 (in thousands).

	September 30, 2011								December 31, 2010
	Notional		Estimated Fair Value						Notional		Estimated Fair Value
	Amount of Derivatives		Derivative Assets			Derivative Liabilities			Amount of Derivatives		Derivative Assets			Derivative Liabilities
Derivatives designated as hedging instruments under ASC 815
Interest rate swaps
Advances	$	7,544,854	$	74		$	612,181		$	8,538,084	$	29,201		$	501,545
Available-for-sale securities	1,684,114		625			236,288			—		—			—
Consolidated obligation bonds	16,945,580		226,108			3,611			14,650,120		352,710			53,502
Interest rate caps related to advances	28,000		129			—			83,000		632			—
Total derivatives designated as hedging instruments under ASC 815	26,202,548		226,936			852,080			23,271,204		382,543			555,047
Derivatives not designated as hedging instruments under ASC 815
Interest rate swaps
Advances	—		—			—			6,000		—			59
Consolidated obligation bonds	500,000		78			310			1,600,000		2,262			—
Consolidated obligation discount notes	3,348,053		72			250			912,722		2,825			—
Basis swaps (1)	4,700,000		13,415			—			6,700,000		14,886			—
Intermediary transactions	92,758		5,750			5,545			44,200		508			426
Interest rate swaptions related to optional advance commitments	200,000		3,034			—			150,000		10,409			—
Interest rate caps
Advances	—		—			—			13,000		—			—
Held-to-maturity securities	3,900,000		4,145			—			3,700,000		19,585			—
Intermediary transactions	30,000		234			234			—		—			—
Total derivatives not designated as hedging instruments under ASC 815	12,770,811		26,728			6,339			13,125,922		50,475			485
Total derivatives before netting and collateral adjustments	$	38,973,359	253,664			858,419			$	36,397,126	433,018			555,532
Cash collateral and related accrued interest			(700		)	(636,794		)			(55,481		)	(215,356		)
Netting adjustments			(219,478		)	(219,478		)			(338,866		)	(338,866		)
Total collateral and netting adjustments(2)			(220,178		)	(856,272		)			(394,347		)	(554,222		)
Net derivative balances reported in statements of condition			$	33,486		$	2,147				$	38,671		$	1,310

_____________________________

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

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

26

The following table presents the components of net gains (losses) on derivatives and hedging activities as presented in the statements of income for the three and nine months ended September 30, 2011 and 2010 (in thousands).

	Gain (Loss) Recognized in Earnings for the Three Months Ended September 30,						Gain (Loss) Recognized in Earnings for the Nine Months Ended September 30,
	2011			2010			2011			2010
Derivatives and hedged items in ASC 815 fair value hedging relationships
Interest rate swaps	$	(1,735	)	$	(863	)	$	(2,338	)	$	(728	)
Interest rate caps	(239		)	(326		)	(502		)	(853		)
Total net loss related to fair value hedge ineffectiveness	(1,974		)	(1,189		)	(2,840		)	(1,581		)
Derivatives not designated as hedging instruments under ASC 815
Net interest income on interest rate swaps	1,273			4,874			4,376			15,437
Interest rate swaps
Advances	2			14			93			40
Consolidated obligation bonds	(449		)	2,432			(2,274		)	(6,954		)
Consolidated obligation discount notes	(694		)	815			(1,191		)	55
Basis swaps (1)	5,339			(3,975		)	(516		)	6,269
Intermediary transactions	26			—			123			1
Interest rate swaptions related to optional advance commitments	(6,878		)	(411		)	(10,598		)	(411		)
Interest rate caps
Advances	—			—			—			(6		)
Held-to-maturity securities	(5,604		)	(5,204		)	(16,710		)	(40,912		)
Intermediary transactions	—			—			5			—
Total net loss related to derivatives not designated as hedging instruments under ASC 815	(6,985		)	(1,455		)	(26,692		)	(26,481		)
Net losses on derivatives and hedging activities reported in the statements of income	$	(8,959	)	$	(2,644	)	$	(29,532	)	$	(28,062	)

_____________________________

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

The following table presents, by type of hedged item, the gains (losses) on derivatives and the related hedged items in ASC 815 fair value hedging relationships and the impact of those derivatives on the Bank’s net interest income for the three and nine months ended September 30, 2011 and 2010 (in thousands).

27

Hedged Item	Gain (Loss) on Derivatives			Gain (Loss) on Hedged Items			Net Fair Value Hedge Ineffectiveness (1)			Derivative Net Interest Income(Expense)(2)
Three Months Ended September 30, 2011
Advances	$	(163,942	)	$	163,330		$	(612	)	$	(53,016	)
Available-for-sale securities	(59,316		)	58,451			(865		)	(5,921		)
Consolidated obligation bonds	1,050			(1,547		)	(497		)	58,229
Total	$	(222,208	)	$	220,234		$	(1,974	)	$	(708	)
Three Months Ended September 30, 2010
Advances	$	(108,407	)	$	108,105		$	(302	)	$	(62,198	)
Consolidated obligation bonds	26,936			(27,823		)	(887		)	76,066
Total	$	(81,471	)	$	80,282		$	(1,189	)	$	13,868
Nine Months Ended September 30, 2011
Advances	$	(167,733	)	$	167,325		$	(408	)	$	(165,009	)
Available-for-sale securities	(59,316		)	58,451			(865		)	(5,921		)
Consolidated obligation bonds	(36,824		)	35,257			(1,567		)	197,890
Total	$	(263,873	)	$	261,033		$	(2,840	)	$	26,960
Nine Months Ended September 30, 2010
Advances	$	(266,837	)	$	266,434		$	(403	)	$	(211,672	)
Consolidated obligation bonds	55,431			(56,609		)	(1,178		)	318,549
Total	$	(211,406	)	$	209,825		$	(1,581	)	$	106,877

_____________________________

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

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

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

The notional amount of its interest rate exchange agreements does not measure the Bank’s credit risk exposure, and the maximum credit exposure for the Bank is substantially less than the notional amount. The maximum credit risk exposure is the estimated cost, on a present value basis, of replacing at current market rates all interest rate exchange agreements with a counterparty with whom the Bank is in a net gain position, if the counterparty were to default. In determining its maximum credit exposure to a counterparty, the Bank, as permitted under master netting provisions of its interest rate exchange agreements, nets its obligations to the counterparty (i.e., derivative liabilities) against the counterparty’s obligations to the Bank (i.e., derivative assets). Maximum credit risk also considers the impact of cash collateral held or remitted by the Bank. As of September 30, 2011 and December 31, 2010, the Bank held as collateral cash balances of $700,000 and $55,471,000, respectively. The cash collateral held is included in derivative assets/liabilities in the statements of condition.

At September 30, 2011 and December 31, 2010, the Bank’s maximum credit risk, as defined above, was approximately $19,862,000 and $34,183,000, respectively. In early October 2011 and early January 2011, additional/excess cash collateral of $19,388,000 and $33,006,000, respectively, was delivered/returned to the Bank pursuant to counterparty credit arrangements.

The Bank transacts most of its interest rate exchange agreements with large financial institutions. Some of these institutions (or their affiliates) buy, sell, and distribute consolidated obligations. Assets pledged by the Bank to these counterparties are further described in Note 13.

28

When entering into interest rate exchange agreements with its members, the Bank requires the member to post eligible collateral in an amount equal to the sum of the net market value of the member’s derivative transactions with the Bank (if the value is positive to the Bank) plus a percentage of the notional amount of any interest rate swaps, with market values determined on at least a monthly basis. At September 30, 2011 and December 31, 2010, the net market value of the Bank’s derivatives with its members totaled $5,517,000 and $(53,000), respectively.

Note 10—Capital

At all times during the nine months ended September 30, 2011, the Bank was in compliance with all applicable statutory and regulatory capital requirements. The following table summarizes the Bank’s compliance with those capital requirements as of September 30, 2011 and December 31, 2010 (dollars in thousands):

	September 30, 2011						December 31, 2010
	Required			Actual			Required			Actual
Regulatory capital requirements:
Risk-based capital	$	283,694		$	1,729,607		$	402,820		$	2,061,190
Total capital	$	1,257,093		$	1,729,607		$	1,587,603		$	2,061,190
Total capital-to-assets ratio	4.00		%	5.50		%	4.00		%	5.19		%
Leverage capital	$	1,571,366		$	2,594,411		$	1,984,503		$	3,091,785
Leverage capital-to-assets ratio	5.00		%	8.26		%	5.00		%	7.79		%

Shareholders are required to maintain an investment in Class B stock equal to the sum of a membership investment requirement and an activity-based investment requirement. Currently, the membership investment requirement is 0.05 percent of each member’s total assets as of the previous calendar year-end, subject to a minimum of $1,000 and a maximum of $10,000,000. The activity-based investment requirement is currently 4.10 percent of outstanding advances.

The Bank generally repurchases surplus stock at the end of the month following the end of each calendar quarter (e.g., January 31, April 30, July 31 and October 31). For the repurchases that occurred on January 31, 2011, April 29, 2011, July 29, 2011 and October 31, 2011, surplus stock was defined as the amount of stock held by a member in excess of 105 percent of the member’s minimum investment requirement. The Bank’s practice has been that a member’s surplus stock will not be repurchased if the amount of that member’s surplus stock is $250,000 or less or if, subject to certain exceptions, the member is on restricted collateral status. On January 31, 2011, April 29, 2011, July 29, 2011 and October 31, 2011, the Bank repurchased surplus stock totaling $102,459,000, $147,036,000, $94,004,000 and $119,347,000, respectively, of which $0, $119,000, $0 and $0, respectively, was classified as mandatorily redeemable capital stock at those dates.

Effective February 28, 2011, the Bank entered into a Joint Capital Enhancement Agreement (the “JCE Agreement”) with the other 11 FHLBanks. Effective August 5, 2011, the FHLBanks amended the JCE Agreement, and the Finance Agency approved an amendment to the Bank's capital plan to incorporate its provisions on that same date. The amended JCE Agreement provides that upon satisfaction of the FHLBanks’ obligations to REFCORP, the Bank (and each of the other FHLBanks) will, on a quarterly basis, allocate at least 20 percent of its net income to a restricted retained earnings account (“RRE Account”). On August 5, 2011, the Finance Agency certified that the FHLBanks had fully satisfied their obligations to REFCORP with their July 2011 payments to REFCORP, which were derived from the FHLBanks’ earnings for the three months ended June 30, 2011. Accordingly, under the terms of the amended JCE Agreement the allocations to the Bank’s RRE Account commenced in the third quarter of 2011. Pursuant to the provisions of the amended JCE Agreement, the Bank is required to build its RRE Account to an amount equal to one percent of its total outstanding consolidated obligations, which for this purpose is based on the most recent quarter’s average carrying value of all outstanding consolidated obligations, excluding hedging adjustments. Amounts allocated to the Bank’s RRE Account are not available to pay dividends.

29

Note 11—Employee Retirement Plans

The Bank sponsors a retirement benefits program that includes health care and life insurance benefits for eligible retirees. Components of net periodic benefit cost related to this program for the three and nine months ended September 30, 2011 and 2010 were as follows (in thousands):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
Service cost	$	4		$	3		$	11		$	9
Interest cost	27			28			83			85
Amortization of prior service credit	(9		)	(9		)	(27		)	(26		)
Amortization of net actuarial gain	(5		)	(6		)	(17		)	(18		)
Net periodic benefit cost	$	17		$	16		$	50		$	50

Note 12—Estimated Fair Values

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

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

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

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

The following estimated fair value amounts have been determined by the Bank using available market information and the Bank’s best judgment of appropriate valuation methods. These estimates are based on pertinent information available to the Bank as of September 30, 2011 and December 31, 2010. Although the Bank uses its best judgment in estimating the fair value of these financial instruments, there are inherent limitations in any estimation technique or valuation methodology. For example, because an active secondary market does not exist for many of the Bank’s financial instruments (e.g., advances, non-agency RMBS and mortgage loans held for portfolio), in certain cases, their fair values are not subject to precise quantification or verification. Therefore, the estimated fair values presented below in the Fair Value Summary Table may not be indicative of the amounts that would have been realized in market transactions at the reporting dates. Further, the fair values do not represent an estimate of the overall market value of the Bank as a going concern, which would take into account future business opportunities.

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

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

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

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

30

Trading securities. The Bank obtains quoted prices for identical securities.

Available-for-sale and held-to-maturity securities. To value its available-for-sale securities and its held-to-maturity MBS holdings, the Bank obtains prices from up to four designated third-party pricing vendors when available. These pricing vendors use methods that generally employ, but are not limited to, benchmark yields, recent trades, dealer estimates, valuation models, benchmarking of like securities, sector groupings, and/or matrix pricing. A price is established for each security using a formula that is based upon the number of prices received. If four prices are received, the average of the middle two prices is used; if three prices are received, the middle price is used; if two prices are received, the average of the two prices is used; and if one price is received, it is used subject to some type of validation as described below. The computed prices are tested for reasonableness using specified tolerance thresholds. Computed prices within these thresholds are generally accepted unless strong evidence suggests that using the formula-driven price would not be appropriate. Preliminary estimated fair values that are outside the tolerance thresholds, or that management believes may not be appropriate based on all available information (including those limited instances in which only one price is received), are subject to further analysis including, but not limited to, comparison to the prices for similar securities and/or to non-binding dealer estimates. As of September 30, 2011, four vendor prices were received for substantially all of the Bank’s available-for-sale securities and held-to-maturity MBS holdings and all of the computed prices fell within the specified tolerance thresholds. The relative lack of dispersion among the vendor prices received for each of the securities supports the Bank’s conclusion that the final computed prices are reasonable estimates of fair value. The Bank estimates the fair values of its held-to-maturity debentures using a pricing model.

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

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

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

Derivative assets/liabilities. With the exception of its interest rate basis swaps, the fair values of the Bank’s interest rate swap and swaption agreements are estimated using a pricing model with inputs that are observable in the market (e.g., the relevant interest rate swap curve and, for agreements containing options, swaption volatility). As the provisions of the Bank’s master netting and collateral exchange agreements with its derivative counterparties significantly reduce the risk from nonperformance (see Note 9), the Bank does not consider its own nonperformance risk or the nonperformance risk associated with each of its counterparties to be a significant factor in the valuation of its derivative assets and liabilities. The Bank compares the fair values obtained from its pricing model to non-binding dealer estimates and may also compare its fair values to those of similar instruments to ensure that such fair values are reasonable. For the Bank’s interest rate basis swaps, fair values are obtained from dealers (for each basis swap, one dealer estimate is received); these non-binding fair value estimates are corroborated using a pricing model and observable market data (i.e., the interest rate swap curve).

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

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

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

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

31

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

Commitments. The Bank determines the estimated fair values of optional commitments to fund advances by calculating the present value of expected future cash flows from the instruments using replacement advance rates for advances with similar terms and swaption volatility. The estimated fair value of the Bank’s other commitments to extend credit, including advances and letters of credit, was not material at September 30, 2011 or December 31, 2010.

The carrying values and estimated fair values of the Bank’s financial instruments at September 30, 2011 and December 31, 2010, were as follows (in thousands):

FAIR VALUE SUMMARY TABLE

	September 30, 2011				December 31, 2010
	Carrying		Estimated		Carrying		Estimated
Financial Instruments	Value		Fair Value		Value		Fair Value
Assets:
Cash and due from banks	$	1,231,895	$	1,231,895	$	1,631,899	$	1,631,899
Interest-bearing deposits	281		281		208		208
Security purchased under agreement to resell	500,000		500,000		—		—
Federal funds sold	1,825,000		1,825,000		3,767,000		3,767,000
Trading securities	5,656		5,656		5,317		5,317
Available-for-sale securities	2,057,131		2,057,131		—		—
Held-to-maturity securities	6,862,558		6,927,317		8,496,429		8,602,589
Advances	18,648,722		18,898,531		25,455,656		25,672,203
Mortgage loans held for portfolio, net	173,378		191,063		207,168		225,336
Accrued interest receivable	51,192		51,192		43,248		43,248
Derivative assets	33,486		33,486		38,671		38,671
Liabilities:
Deposits	1,695,506		1,695,506		1,070,052		1,070,044
Consolidated obligations:
Discount notes	7,977,769		7,978,001		5,131,978		5,132,290
Bonds	19,423,747		19,631,629		31,315,605		31,444,058
Mandatorily redeemable capital stock	7,604		7,604		8,076		8,076
Accrued interest payable	96,590		96,590		94,417		94,417
Derivative liabilities	2,147		2,147		1,310		1,310
Optional advance commitments (other liabilities)	3,888		3,888		11,156		11,156

The following table summarizes the Bank’s assets and liabilities that were measured at fair value on a recurring basis as of September 30, 2011 by their level within the fair value hierarchy (in thousands). Financial assets and liabilities are classified in their entirety based on the lowest level input that is significant to the fair value measurement.

32

	Level 1		Level 2		Level 3		Netting Adjustment(1)			Total
Assets
Trading securities	$	5,656	$	—	$	—	$	—		$	5,656
Available-for-sale securities	—		2,057,131		—		—			2,057,131
Derivative assets	—		253,664		—		(220,178		)	33,486
Total assets at fair value	$	5,656	$	2,310,795	$	—	$	(220,178	)	$	2,096,273
Liabilities
Derivative liabilities	$	—	$	858,419	$	—	$	(856,272	)	$	2,147
Optional advance commitments (other liabilities)	—		3,888		—		—			3,888
Total liabilities at fair value	$	—	$	862,307	$	—	$	(856,272	)	$	6,035

_____________________________

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

During the three months ended September 30, 2011, the Bank recorded total other-than-temporary impairment losses on four of its non-agency RMBS classified as held-to-maturity. At September 30, 2011, the four securities had an aggregate unpaid principal balance and estimated fair value of $67,604,000 and $45,429,000, respectively. Based on the lack of significant market activity for non-agency RMBS, the nonrecurring fair value measurements for these four impaired securities fell within Level 3 of the fair value hierarchy. Four third-party vendor prices were received for each of these securities and, as described above, the average of the middle two prices was used to determine the final fair value measurements.

The following table summarizes the Bank’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2010 by their level within the fair value hierarchy (in thousands).

	Level 1		Level 2		Level 3		Netting Adjustment(1)			Total
Assets
Trading securities	$	5,317	$	—	$	—	$	—		$	5,317
Derivative assets	—		433,018		—		(394,347		)	38,671
Total assets at fair value	$	5,317	$	433,018	$	—	$	(394,347	)	$	43,988
Liabilities
Derivative liabilities	$	—	$	555,532	$	—	$	(554,222	)	$	1,310
Optional advance commitments (other liabilities)	—		11,156		—		—			11,156
Total liabilities at fair value	$	—	$	566,688	$	—	$	(554,222	)	$	12,466

_____________________________

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

As of September 30, 2011 and December 31, 2010, the Bank had entered into optional advance commitments with par values totaling $200,000,000 and $150,000,000, respectively, excluding commitments to fund CIP and EDP advances. Under each of these commitments, the Bank sold an option to a member that provides the member with the right to enter into an advance at a specified fixed rate and term on a specified future date, provided the member has satisfied all of the customary requirements for such advance. The Bank hedged these commitments through the use of interest rate swaptions, which are treated as economic hedges. The Bank has irrevocably elected to carry these optional advance commitments at fair value under the fair value option in an effort to mitigate the potential income statement volatility that can arise from economic hedging relationships. Gains and losses on optional advance commitments carried at fair value under the fair value option are reported in other income (loss) in the statements of income. The optional advance commitments are reported in other liabilities in the statements of condition. At September 30, 2011 and December 31, 2010, other liabilities included items with an aggregate carrying value of $22,376,000 and $20,427,000, respectively, that were not eligible for the fair value option.

33

Note 13—Commitments and Contingencies

Joint and several liability. The Bank is jointly and severally liable with the other 11 FHLBanks for the payment of principal and interest on all of the consolidated obligations issued by the 12 FHLBanks. At September 30, 2011, the par amount of the other 11 FHLBanks’ outstanding consolidated obligations was approximately $669 billion. The Finance Agency, in its discretion, may require any FHLBank to make principal or interest payments due on any consolidated obligation, regardless of whether there has been a default by a FHLBank having primary liability. To the extent that a FHLBank makes any consolidated obligation payment on behalf of another FHLBank, the paying FHLBank is entitled to reimbursement from the FHLBank with primary liability. However, if the Finance Agency determines that the primary obligor is unable to satisfy its obligations, then the Finance Agency may allocate the outstanding liability among the remaining FHLBanks on a pro rata basis in proportion to each FHLBank’s participation in all consolidated obligations outstanding, or on any other basis that the Finance Agency may determine. No FHLBank has ever failed to make any payment on a consolidated obligation for which it was the primary obligor; as a result, the regulatory provisions for directing other FHLBanks to make payments on behalf of another FHLBank or allocating the liability among other FHLBanks have never been invoked. If the Bank were to determine that a loss was probable under its joint and several liability and the amount of such loss could be reasonably estimated, the Bank would charge to income the amount of the expected loss. Based upon the creditworthiness of the other FHLBanks, the Bank currently believes that the likelihood of a loss arising from its joint and several liability is remote.

Other commitments and contingencies. At September 30, 2011 and December 31, 2010, the Bank had commitments to make additional advances totaling approximately $246,819,000 and $199,773,000, respectively. In addition, outstanding standby letters of credit totaled $3,603,815,000 and $4,595,290,000 at September 30, 2011 and December 31, 2010, respectively. Based on management’s credit analyses and collateral requirements, the Bank does not deem it necessary to have any provision for credit losses on these letters of credit (see Note 6).

At September 30, 2011 and December 31, 2010, the Bank had commitments to issue $3,240,000,000 and $115,000,000, respectively, of consolidated obligation bonds, all of which were hedged with associated interest rate swaps.

The Bank executes interest rate exchange agreements with large financial institutions with which it has bilateral collateral exchange agreements. As of September 30, 2011 and December 31, 2010, the Bank had pledged cash collateral of $636,750,000 and $215,322,000, respectively, to institutions that had credit risk exposure to the Bank related to interest rate exchange agreements; at those dates, the Bank had not pledged any securities as collateral. The pledged cash collateral (i.e., interest-bearing deposit asset) is netted against derivative assets and liabilities in the statements of condition.

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

Note 14— Transactions with Shareholders

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

34

Note 15 — Transactions with Other FHLBanks

Occasionally, the Bank loans (or borrows) short-term federal funds to (from) other FHLBanks. During the nine months ended September 30, 2011, interest income from loans to other FHLBanks totaled $2,971. The following table summarizes the Bank’s loans to other FHLBanks during the nine months ended September 30, 2011 (in thousands).

	Nine Months Ended
	September 30, 2011
Balance at January 1, 2011	$	—
Loans made to
FHLBank of San Francisco	865,000
FHLBank of Atlanta	51,000
Collections from
FHLBank of San Francisco	(865,000		)
FHLBank of Atlanta	(51,000		)
Balance at September 30, 2011	$	—

During the nine months ended September 30, 2011, interest expense on borrowings from other FHLBanks totaled $924. The following table summarizes the Bank’s borrowings from other FHLBanks during the nine months ended September 30, 2011 (in thousands).

	Nine Months Ended
	September 30, 2011
Balance at January 1, 2011	$	—
Borrowings from
FHLBank of Atlanta	200,000
FHLBank of Indianapolis	50,000
FHLBank of San Francisco	65,000
Repayments to
FHLBank of Atlanta	(200,000		)
FHLBank of Indianapolis	(50,000		)
FHLBank of San Francisco	(65,000		)
Balance at September 30, 2011	$	—

There were no loans to or borrowings from other FHLBanks during the nine months ended September 30, 2010.

The Bank has, from time to time, assumed the outstanding debt of another FHLBank rather than issue new debt. In connection with these transactions, the Bank becomes the primary obligor for the transferred debt. During the three months ended March 31, 2011, the Bank assumed consolidated obligations from the FHLBank of New York with par amounts totaling $150,000,000. The net premium associated with these transactions totaled $17,381,000. The Bank did not assume any other debt from other FHLBanks during the nine months ended September 30, 2011 or 2010.

Occasionally, the Bank transfers debt that it no longer needs to other FHLBanks. In connection with these transactions, the assuming FHLBank becomes the primary obligor for the transferred debt. During the three months ended June 30, 2011, the Bank transferred a consolidated obligation with a par amount of $15,000,000 to the FHLBank of San Francisco. A gain of $32,000 was recognized on the transfer. The Bank did not transfer any other debt to other FHLBanks during the nine months ended September 30, 2011 or 2010.

35

Note 16 — Other Comprehensive Income (Loss)

The following table presents the components of other comprehensive income for the three and nine months ended September 30, 2011 and 2010 (in thousands).

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
Net unrealized losses on available-for-sale securities	$	(6,094	)	$	—		$	(6,094	)	$	—
Non-credit portion of other-than-temporary impairment losses on held-to-maturity securities	(1,216		)	—			(6,747		)	(6,958		)
Reclassification adjustment for non-credit portion of other-than-temporary impairment losses recognized as credit losses in net income	450			379			4,025			1,977
Accretion of non-credit portion of other-than-temporary impairment losses to the carrying value of held-to-maturity securities	4,347			4,630			13,340			13,777
Postretirement benefit plan
Amortization of prior service credit included in net periodic benefit cost	(9		)	(9		)	(27		)	(26		)
Amortization of net actuarial gain included in net periodic benefit cost	(5		)	(6		)	(17		)	(18		)
Total other comprehensive income (loss)	$	(2,527	)	$	4,994		$	4,480		$	8,752

36

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

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

Forward-Looking Information

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

These risks and uncertainties include, without limitation, evolving economic and market conditions, political events, and the impact of competitive business forces. The risks and uncertainties related to evolving economic and market conditions include, but are not limited to, changes in interest rates, changes in the Bank’s access to the capital markets, changes in the cost of the Bank’s debt, changes in ratings on the Bank’s debt, adverse consequences resulting from a significant regional or national economic downturn (including, but not limited to, reduced demand for the Bank's products and services), credit and prepayment risks, or changes in the financial health of the Bank’s members or non-member borrowers. Among other things, political events could possibly lead to changes in the Bank’s regulatory environment or its status as a government-sponsored enterprise (“GSE”), or to changes in the regulatory environment for the Bank’s members or non-member borrowers. Risks and uncertainties related to competitive business forces include, but are not limited to, the potential loss of a significant amount of member borrowings through acquisitions or other means or changes in the relative competitiveness of the Bank’s products and services for member institutions. For a more detailed discussion of the risk factors applicable to the Bank, see “Item 1A — Risk Factors” in the Bank’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 25, 2011 (the “2010 10-K”). The Bank undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances, or any other reason.

Overview

Business

The Bank is one of 12 district Federal Home Loan Banks (each individually a “FHLBank” and collectively the “FHLBanks” and, together with the Office of Finance, a joint office of the FHLBanks, the “FHLBank System”) that were created by the Federal Home Loan Bank Act of 1932, as amended. The FHLBanks serve the public by enhancing the availability of credit for residential mortgages, community lending, and targeted community development. As independent, member-owned cooperatives, the FHLBanks seek to maintain a balance between their public purpose and their ability to provide adequate returns on the capital supplied by their members. The Federal Housing Finance Agency (“Finance Agency”), an independent agency in the executive branch of the United States Government, is responsible for supervising and regulating the FHLBanks and the Office of Finance. The Finance Agency’s stated mission is to provide effective supervision, regulation and housing mission oversight of the FHLBanks to promote their safety and soundness, support housing finance and affordable housing, and support a stable and liquid mortgage market. Consistent with this mission, the Finance Agency establishes policies and regulations covering the operations of the FHLBanks.

The Bank serves eligible financial institutions in Arkansas, Louisiana, Mississippi, New Mexico and Texas (collectively, the Ninth District of the FHLBank System). The Bank’s primary business is lending relatively low cost funds (known as advances) to its member institutions, which include commercial banks, thrifts, insurance companies and credit unions. Community Development Financial Institutions that are certified under the Community Development Banking and Financial Institutions Act of 1994 are also eligible for membership in the Bank. While not members of the Bank, state and local housing authorities that meet certain statutory criteria may also borrow from the Bank. The Bank also maintains a portfolio of highly rated investments for liquidity purposes and to provide additional earnings. Additionally, the Bank holds interests in a small and declining portfolio of government-guaranteed/insured and conventional mortgage loans that were acquired during the period from 1998 through mid-2003 through the Mortgage Partnership Finance^® (“MPF”^®) Program offered by the FHLBank of Chicago. Shareholders’ return on their investment includes dividends (which are typically paid quarterly in the form of capital stock) and the value derived from access to the Bank’s products and services. Historically, the Bank has balanced the financial rewards to shareholders by seeking to pay a dividend that meets or exceeds the return on alternative short-term money market investments available to shareholders, while lending funds at the lowest rates expected to be compatible with that objective and its objective to build retained earnings over time.

37

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

The FHLBanks’ debt instruments (known as consolidated obligations) are their primary source of funds and are the joint and several obligations of all 12 FHLBanks. Consolidated obligations are issued through the Office of Finance acting as agent for the FHLBanks and generally are publicly traded in the over-the-counter market. The Bank records on its statements of condition only those consolidated obligations for which it is the primary obligor. Consolidated obligations are not obligations of the United States government and the United States government does not guarantee them. Consolidated obligations are currently rated Aaa/P-1 by Moody’s Investors Service (“Moody’s”) and AA+/A-1+ by Standard & Poor’s (“S&P”). Each of these nationally recognized statistical rating organizations (“NRSROs”) has assigned a negative outlook to their long-term rating on the consolidated obligations. These ratings indicate that Moody’s and S&P have concluded that the FHLBanks have a very strong capacity to meet their commitments to pay principal and interest on consolidated obligations. The ratings also reflect the FHLBank System’s status as a GSE. As further discussed below, consolidated obligations were rated AAA/A-1+ by S&P prior to August 8, 2011. Historically, the FHLBanks’ GSE status and highest available credit ratings on consolidated obligations have provided the FHLBanks with excellent capital markets access (see additional discussion in Part II Item 1A, Risk Factors beginning on page 79 of this report). Deposits, other borrowings and the proceeds from capital stock issued to members are also sources of funds for the Bank.

In addition to ratings on the FHLBanks’ consolidated obligations, each FHLBank is rated individually by both S&P and Moody’s. These individual FHLBank ratings apply to the individual obligations of the respective FHLBanks, such as interest rate derivatives, deposits, and letters of credit. As of September 30, 2011, Moody’s had assigned a deposit rating of Aaa/P-1 to each of the FHLBanks. At that same date, each of the FHLBanks was rated AA+/A-1+ by S&P. The outlook on each of the NRSRO’s long-term ratings is negative.

On August 5, 2011, S&P lowered its long-term sovereign credit rating on the U.S. from AAA to AA+ with a negative outlook. Subsequently, on August 8, 2011, S&P lowered the long-term rating of the FHLBank System's consolidated obligations from AAA to AA+ with a negative outlook and it also lowered the long-term counterparty credit ratings of 10 FHLBanks, including the Bank, from AAA to AA+ with a negative outlook. The long-term counterparty credit ratings of the other 2 FHLBanks were unchanged at AA+. S&P affirmed the A-1+ short-term ratings of all FHLBanks and the FHLBank System's debt issues. In the application of S&P's Government Related Entities criteria, the ratings of the FHLBanks are constrained by the long-term sovereign credit rating of the U.S. To date, S&P's downgrades of the Bank's long-term counterparty credit rating and the long-term credit rating of the FHLBank System's consolidated obligations have not had any impact on the Bank's ability to access the capital markets, nor have such ratings actions had any noticeable impact on the Bank's funding costs. While there can be no assurances about the future, management does not currently expect these ratings actions to have a material impact on the Bank in the foreseeable future.

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

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

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

38

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

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

The following table summarizes the Bank’s membership, by type of institution, as of September 30, 2011 and December 31, 2010.

MEMBERSHIP SUMMARY
	September 30, 2011	December 31, 2010
Commercial banks	726	741
Thrifts	80	83
Credit unions	79	73
Insurance companies	21	21
Total members	906	918
Housing associates	8	8
Non-member borrowers	11	12
Total	925	938
Community Financial Institutions (“CFIs”) (1)	751	768

_____________________________

⁽¹⁾  The figures presented above reflect the number of members that were CFIs as of September 30, 2011 and December 31, 2010 based upon the definitions of CFIs that applied as of those dates.

For 2011, Community Financial Institutions (“CFIs”) are defined to include all institutions insured by the Federal Deposit Insurance Corporation (“FDIC”) with average total assets as of December 31, 2010, 2009 and 2008 of less than $1.040 billion. For 2010, CFIs were defined as FDIC-insured institutions with average total assets as of December 31, 2009, 2008 and 2007 of less than $1.029 billion.

Financial Market Conditions

Economic conditions showed some signs of improvement during the first nine months of 2011 but the rate of improvement was slow. The gross domestic product increased at an annual rate of 2.5 percent during the third quarter of 2011, as compared to an annual rate of 1.3 percent during the second quarter of 2011 and an annual rate of 0.4 percent during the first quarter of 2011. The nationwide unemployment rate fell from 9.4 percent at the end of 2010 to 9.1 percent at September 30, 2011. While housing prices improved in some areas, the national trend in housing prices during the period was downward, and many housing markets remain depressed. Despite some signs of economic improvement during the first nine months of the year, the sustainability and extent of those improvements, and the prospects for and potential timing of further improvements (in particular, employment growth and housing market conditions), remain uncertain.

Credit market conditions during the first three months of 2011 continued the trend of noticeable improvement observed during 2010. During the second and third quarters of 2011, concerns over the sovereign debt crisis in Europe resulted in greater demand for high-quality short-term debt. On August 2, 2011, the U.S. government’s debt limit was raised, averting a default on the nation’s debt obligations. This increase is projected to be sufficient to fund the U.S. government’s obligations into 2013.

During the first half of 2011, the Federal Reserve continued a $600 billion bond purchase program that was announced in November 2010. Under this program, the Federal Reserve purchased longer-term U.S. Government bonds at a pace of about $75 billion per month in an effort to promote a stronger pace of economic recovery and foster maximum employment and price stability. This program expired on June 30, 2011. On September 21, 2011, the Federal Reserve announced that it would extend the average maturity of its holdings of securities by purchasing longer-dated assets and selling shorter-dated assets. This latest round of quantitative easing will run through June 2012 as the Federal Reserve sells $400 billion in U.S. Treasury securities with maturities of 3 years or less and replaces them with U.S. Treasury securities with maturities of 6 to 30 years. At that time, the Federal Reserve also announced plans to reinvest the proceeds from maturities of its agency debt and MBS holdings in agency MBS rather than U.S. Treasury securities. That program commenced in October 2011.

39

Interest rates generally declined during the first nine months of 2011, particularly long-term rates. The Federal Reserve stated at its August Federal Open Market Committee ("FOMC") meeting that it would hold the federal funds rate near zero until at least mid-2013. The FOMC has maintained its target for the federal funds rate at a range between 0 and 0.25 percent throughout 2009, 2010 and the first nine months of 2011. During these periods, the Federal Reserve paid interest on required and excess reserves held by depository institutions at a rate of 0.25 percent, equivalent to the upper boundary of the target range for federal funds. A significant and sustained increase in bank reserves during the past few years combined with the rate of interest being paid on those reserves has contributed to a decline in the volume of transactions taking place in the overnight federal funds market and an effective federal funds rate that has generally been below the upper end of the targeted range for most of 2010 and the first nine months of 2011.

One- and three-month LIBOR rates increased slightly during the third quarter of 2011, with one- and three-month LIBOR ending the quarter at 0.24 percent and 0.37 percent, respectively, as compared to 0.19 percent and 0.25 percent, respectively, at the end of the second quarter of 2011. In comparison, one- and three-month LIBOR rates were 0.24 percent and 0.30 percent, respectively, at the end of the first quarter of 2011 and 0.26 percent and 0.30 percent, respectively, at the end of 2010. Stable one- and three-month LIBOR rates, combined with the small spreads between those two indices and between those indices and overnight lending rates, suggest the inter-bank lending markets are relatively stable.

The following table presents information on various market interest rates at September 30, 2011 and December 31, 2010 and various average market interest rates for the three- and nine-month periods ended September 30, 2011 and 2010.

	Ending Rate		Average Rate		Average Rate
	September 30, 2011	December 31, 2010	Third Quarter 2011	Third Quarter 2010	Nine Months Ended September 30, 2011	Nine Months Ended September 30, 2010
Federal Funds Target (1)	0.25%	0.25%	0.25%	0.25%	0.25%	0.25%
Average Effective
Federal Funds Rate (2)	0.06%	0.13%	0.08%	0.19%	0.11%	0.17%
1-month LIBOR (1)	0.24%	0.26%	0.21%	0.29%	0.22%	0.28%
3-month LIBOR (1)	0.37%	0.30%	0.30%	0.39%	0.29%	0.36%
2-year LIBOR (1)	0.58%	0.80%	0.55%	0.75%	0.73%	1.02%
5-year LIBOR (1)	1.26%	2.17%	1.44%	1.76%	1.94%	2.30%
10-year LIBOR (1)	2.11%	3.38%	2.56%	2.78%	3.12%	3.35%
3-month U.S. Treasury (1)	0.02%	0.12%	0.02%	0.15%	0.07%	0.14%
2-year U.S. Treasury (1)	0.25%	0.61%	0.28%	0.54%	0.51%	0.77%
5-year U.S. Treasury (1)	0.96%	2.01%	1.14%	1.55%	1.70%	2.07%
10-year U.S. Treasury (1)	1.92%	3.30%	2.41%	2.78%	3.02%	3.33%

_____________________________

(1) Source: Bloomberg

(2) Source: Federal Reserve Statistical Release

Year-to-Date 2011 Summary

• The Bank ended the third quarter of 2011 with total assets of $31.4 billion and total advances of $18.6 billion, a decrease from $39.7 billion and $25.5 billion, respectively, at the end of 2010. Advances to the Bank’s five largest borrowers (as of December 31, 2010) decreased by $5.6 billion during the nine months ended September 30, 2011, including the maturity of $4.5 billion in advances to the Bank's two largest borrowers as of December 31, 2010. In addition, $0.8 billion of maturing advances were repaid following the consolidation of several affiliated members’ charters into the charter of an affiliated out-of-district institution. The remaining decline in advances of $0.5 billion during the nine-month period was attributable to a general decline in member demand that the Bank believes was due largely to members’ higher liquidity levels, which were primarily the result of higher deposit levels, and reduced lending activity due to weak economic conditions.

• The Bank’s net income for the three and nine months ended September 30, 2011 was $11.8 million and $30.0 million, respectively, including net interest income of $34.9 million and $114.4 million, respectively, and $9.0 million and $29.5 million in net losses on derivatives and hedging activities, respectively. The Bank’s net interest income excludes net interest payments associated with economic hedge derivatives, which also contributed to the Bank’s overall income before assessments of $13.1 million and $37.9 million for the three and nine months ended September 30,

40

2011, respectively. Had the interest income on economic hedge derivatives been included in net interest income, the Bank's net interest income would have been higher (and its net losses on derivative and hedging activities would have been higher) by $1.3 million and $4.4 million for the three and nine months ended September 30, 2011, respectively.

• For the three and nine months ended September 30, 2011, the $9.0 million and $29.5 million, respectively, in net losses on derivatives and hedging activities included $1.3 million and $4.4 million, respectively, of net interest income on interest rate swaps accounted for as economic hedge derivatives, $8.3 million and $31.1 million, respectively, of net losses on economic hedge derivatives (excluding net interest settlements) and net ineffectiveness-related losses on fair value hedges of $2.0 million and $2.8 million, respectively. The net losses on the Bank’s economic hedge derivatives during the three and nine months ended September 30, 2011 were due largely to fair value gains (losses) of $(5.6) million and $(16.7) million, respectively, on its stand-alone interest rate caps, $(6.9) million and $(10.6) million, respectively, on its interest rate swaptions and $5.3 million and $(0.5) million, respectively, on its interest rate basis swaps.

• The Bank held $8.8 billion (notional) of interest rate swaps and swaptions recorded as economic hedge derivatives with a net positive fair value of $14.8 million (excluding accrued interest) at September 30, 2011, including $3.0 million related to the Bank’s swaptions. If these derivatives are held to maturity, their values will ultimately decline to zero and be recorded as losses in future periods. The timing of these losses will depend upon a number of factors including the relative level and volatility of future interest rates. In the case of the Bank’s swaptions, the largely offsetting fair value of the hedged items (i.e., the optional advance commitments) would also decline to zero in this scenario. At September 30, 2011, the carrying value of the optional advance commitments totaled $3.9 million. In addition, as of September 30, 2011, the Bank held $3.9 billion (notional) of stand-alone interest rate cap agreements with a fair value of $4.1 million that hedge a portion of the interest rate risk posed by interest rate caps embedded in its collateralized mortgage obligation (“CMO”) LIBOR floaters. If these agreements are held to maturity, the value of the caps will ultimately decline to zero and be recorded as a loss in net gains (losses) on derivatives and hedging activities in future periods.

• Unrealized losses on the Bank’s holdings of non-agency residential mortgage-backed securities, all of which are classified as held-to-maturity, totaled $83.0 million (26 percent of amortized cost) at September 30, 2011, as compared to $84.0 million (22 percent of amortized cost) at December 31, 2010. Based on its quarter-end analysis of the 35 securities in this portfolio, the Bank believes that the unrealized losses were principally the result of liquidity risk related discounts in the non-agency residential mortgage-backed securities market and do not accurately reflect the actual historical or currently expected future credit performance of the securities. The Bank’s operating results for the three and nine months ended September 30, 2011 included credit-related other-than-temporary impairment charges of $1.6 million and $5.3 million, respectively, on certain of its investments in non-agency residential mortgage-backed securities. For a discussion of the Bank’s analysis, see “Item 1. Financial Statements” (specifically, Note 4 beginning on page 9 of this report). If the actual and/or projected performance of the loans underlying the Bank’s holdings of non-agency residential mortgage-backed securities deteriorates beyond its current expectations, the Bank could recognize further losses on the securities that it has already determined to be other-than-temporarily impaired and/or losses on its other investments in non-agency residential mortgage-backed securities.

• At all times during the first nine months of 2011, the Bank was in compliance with all of its regulatory capital requirements. In addition, the Bank’s retained earnings increased to $478.1 million at September 30, 2011 from $452.2 million at December 31, 2010.

• During the first nine months of 2011, the Bank paid dividends totaling $4.2 million; the Bank’s first, second and third quarter dividends were paid at an annualized rate of 0.375 percent, which exceeded the upper end of the Federal Reserve’s target for the federal funds rate of 0.25 percent for each of the preceding quarters by 12.5 basis points.

• On August 5, 2011, the Finance Agency certified that the FHLBanks had fully satisfied their obligations to the Resolution Funding Corporation (“REFCORP”) with their July 2011 payments to REFCORP, which were derived from the FHLBanks’ earnings for the three months ended June 30, 2011. Accordingly, beginning July 1, 2011, the Bank’s earnings are no longer reduced by this assessment. In addition, beginning in the third quarter of 2011, the Bank allocates, on a quarterly basis, at least 20 percent of its net income to a newly established restricted retained earnings account. Among other things, the Bank is prohibited from paying dividends out of this account; however, the allocations to, and restrictions associated with, this account are not currently expected to have an effect on the Bank’s dividend payment practices. For additional discussion, see “Item 1. Financial Statements” (specifically, Note 10 on page 29 of this report).

41

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

42

Selected Financial Data

SELECTED FINANCIAL DATA

(dollars in thousands)

	2011									2010
	Third Quarter			Second Quarter			First Quarter			Fourth Quarter			Third Quarter
Balance sheet (at quarter end)
Advances	$	18,648,722		$	19,684,428		$	21,804,806		$	25,455,656		$	27,341,487
Investments (1)	11,250,626			9,285,616			10,545,849			12,268,954			19,385,091
Mortgage loans	173,587			184,126			194,703			207,393			222,365
Allowance for credit losses on mortgage loans	209			218			225			225			234
Total assets	31,427,316			31,387,759			33,169,709			39,690,070			51,644,281
Consolidated obligations — discount notes	7,977,769			2,849,954			500,000			5,131,978			3,301,048
Consolidated obligations — bonds	19,423,747			25,124,418			29,302,425			31,315,605			41,919,784
Total consolidated obligations(2)	27,401,516			27,974,372			29,802,425			36,447,583			45,220,832
Mandatorily redeemable capital stock(3)	7,604			17,176			18,131			8,076			6,894
Capital stock — putable	1,243,943			1,284,559			1,427,810			1,600,909			1,835,532
Retained earnings	478,060			467,503			462,188			452,205			431,890
Accumulated other comprehensive loss	(58,222		)	(55,695		)	(56,743		)	(62,702		)	(57,213		)
Total capital	1,663,781			1,696,367			1,833,255			1,990,412			2,210,209
Dividends paid(3)	1,241			1,393			1,550			2,057			2,109
Income statement (for the quarter)
Net interest income (4)	$	34,871		$	37,403		$	42,123		$	47,086		$	54,686
Other income (loss)	(2,595		)	(9,188		)	(6,267		)	8,824			(174		)
Other expense	19,166			19,148			20,157			25,458			17,229
Assessments (5)	1,312			2,359			4,166			8,080			9,892
Net income	11,798			6,708			11,533			22,372			27,391
Performance ratios
Net interest margin(6)	0.43		%	0.47		%	0.46		%	0.46		%	0.42		%
Return on average assets	0.14			0.08			0.13			0.22			0.21
Return on average equity	2.78			1.54			2.45			4.37			4.28
Return on average capital stock (7)	3.70			2.02			3.10			5.41			4.99
Total average equity to average assets	5.18			5.47			5.27			4.93			4.80
Regulatory capital ratio(8)	5.50			5.64			5.75			5.19			4.40
Dividend payout ratio (3)(9)	10.52			20.77			13.44			9.19			7.70
Average effective federal funds rate(10)	0.08		%	0.09		%	0.15		%	0.19		%	0.19		%

_____________________________

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

⁽²⁾  The Bank is jointly and severally liable with the other FHLBanks for the payment of principal and interest on the consolidated obligations of all of the FHLBanks. At September 30, 2011, June 30, 2011, March 31, 2011, December 31, 2010, and September 30, 2010, the outstanding consolidated obligations (at par value) of all 12 FHLBanks totaled approximately $697 billion, $727 billion, $766 billion, $796 billion, and $806 billion, respectively. As of those dates, the Bank’s outstanding consolidated obligations (at par value) were $27 billion, $28 billion, $30 billion, $36 billion, and $45 billion, respectively.

43

⁽³⁾  Mandatorily redeemable capital stock represents capital stock that is classified as a liability under generally accepted accounting principles. Dividends on mandatorily redeemable capital stock are recorded as interest expense and excluded from dividends paid. Dividends paid on mandatorily redeemable capital stock totaled $16 thousand, $18 thousand, $6 thousand, $9 thousand, and $7 thousand for the quarters ended September 30, 2011, June 30, 2011, March 31, 2011, December 31, 2010, and September 30, 2010, respectively.

⁽⁴⁾  Net interest income excludes the net interest income/expense associated with interest rate exchange agreements that do not qualify for hedge accounting. The net interest income associated with such agreements totaled $1.3 million, $1.4 million, $1.7 million, $3.2 million, and $4.9 million for the quarters ended September 30, 2011, June 30, 2011, March 31, 2011, December 31, 2010, and September 30, 2010, respectively.

⁽⁵⁾  Beginning July 1, 2011, the Bank's earnings are no longer reduced by a REFCORP assessment. For additional information, see "Item 1. Financial Statements" (specifically Note 10 on page 29 of this report).

⁽⁶⁾  Net interest margin is net interest income as a percentage of average earning assets.

⁽⁷⁾  Return on average capital stock is derived by dividing net income by average capital stock balances excluding mandatorily redeemable capital stock.

⁽⁸⁾  The regulatory capital ratio is computed by dividing regulatory capital (the sum of capital stock — putable, mandatorily redeemable capital stock and retained earnings) by total assets at each quarter-end.

⁽⁹⁾  Dividend payout ratio is computed by dividing dividends paid by net income for each quarter.

⁽¹⁰⁾  Rates obtained from the Federal Reserve Statistical Release.

Legislative and Regulatory Developments

Dodd-Frank Wall Street Reform and Consumer Protection Act

On July 21, 2010, the President of the United States signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). The Dodd Frank-Act makes significant changes to a number of aspects of the regulation of financial institutions. Although the FHLBanks were exempted from several provisions of the Dodd-Frank Act, the Bank’s business operations, hedging costs, rights, obligations, and/or the environment in which it carries out its housing finance mission are likely to be affected by the Dodd-Frank Act. Certain regulatory actions resulting from the Dodd-Frank Act that may have a significant impact on the Bank are summarized in the Bank’s 2010 10-K (see “Business — Legislative and Regulatory Developments” beginning on page 20 of that report). The more significant regulatory activities relating to the Dodd-Frank Act that have occurred since the Bank’s 2010 10-K was filed are summarized below and should be read in conjunction with the summary included in that report. Because the Dodd-Frank Act requires the issuance of numerous regulations, orders, determinations and reports, the full effect of this legislation on the Bank and its activities will become known only after the required regulations, orders, determinations and reports have been issued and implemented.

On May 11, 2011, the Prudential Regulators (i.e., the bank regulators) published proposed margin rules. Under these proposed rules, the Bank would have to post for uncleared derivative transactions both initial margin and variation margin to the Bank’s swap dealer and major swap participant counterparties, but may be eligible with respect to both types of margin for modest unsecured thresholds as “low-risk financial end users.” Pursuant to additional Finance Agency provisions, the Bank will be required to collect both initial margin and variation margin from the Bank’s swap dealer and major swap participant counterparties, without any unsecured thresholds. These margin requirements and any related capital requirements could adversely impact the liquidity and pricing of certain uncleared derivative transactions entered into by the Bank and thus make uncleared trades more costly for the Bank. On September 20, 2011, the Commodity Futures Trading Commission (the “CFTC”) published a proposed rule setting forth an implementation schedule for the effectiveness of the new margin and documentation requirements for uncleared derivative transactions. Pursuant to the proposed rule, regardless of when the final rules regarding these requirements are issued, such rules would not take effect until certain other rules being promulgated under the Dodd-Frank Act take effect and a specified additional period of time has elapsed. The length of this additional time period would be dependent upon the type of entity entering into the uncleared derivative transactions. Under the proposed rule, the Bank would be a “category 2 entity” and, as such, would have to comply with the new requirements within 180 days of the effective date of the final applicable rulemaking. Accordingly, it is not likely that the Bank would have to comply with such requirements until the third quarter of 2012 at the earliest.

On May 23, 2011, the CFTC and SEC published joint proposed rules further defining the term “swap” under the Dodd-Frank Act. These proposed rules and accompanying interpretive guidance attempt to clarify that certain products will and will not be regulated as “swaps.” While it is unlikely that advances transactions between the Bank and its members will be treated as “swaps,” the proposed rules and accompanying interpretive guidance are not entirely clear on this issue.

On June 9, 2011, the CFTC published a proposed rule which would require that collateral posted by clearinghouse customers in connection with cleared swaps be legally segregated on a customer-by-customer basis. However, in connection with this

44

proposed rule the CFTC left open the possibility that customer collateral would not have to be legally segregated but could instead be commingled with all collateral posted by other customers of the clearing member. Such commingling would put the Bank’s collateral at risk in the event of a default by another customer of the Bank’s clearing member. To the extent the CFTC’s final rule places the Bank’s posted collateral at greater risk of loss in the clearing structure than under the current over-the-counter market structure, the Bank could be adversely impacted.

On July 27, 2011, the CFTC published a final rule regarding the process by which it will determine which types of swaps will be subject to mandatory clearing, but it has not yet made any such determinations. On September 20, 2011, the CFTC published a proposed rule setting forth an implementation schedule for the effectiveness of its mandatory clearing determinations. Pursuant to this proposed rule, regardless of when the CFTC determines that a particular type of swap is required to be cleared, such mandatory clearing would not take effect until certain rules being promulgated by the CFTC and the SEC under the Dodd-Frank Act have been finalized. In addition, the proposed rule provides that each time the CFTC determines that a particular type of swap is required to be cleared, the CFTC would have the option to implement such requirement in three phases. Under this proposed rule, the Bank would also be a “category 2 entity” and, as such, would have to comply with mandatory clearing requirements for a particular swap within 180 days of the CFTC's issuance of such requirements. Based upon the CFTC's proposed implementation schedule and the time periods set forth in the final rule for CFTC determinations regarding mandatory clearing, it is not expected that any of the Bank's swaps will be required to be cleared until the third quarter of 2012 at the earliest.

While certain provisions of the Dodd-Frank Act took effect on July 16, 2011, the CFTC has issued an order temporarily exempting persons or entities with respect to provisions of Title VII of the Dodd-Frank Act that reference “swap dealer,” “major swap participant,” “eligible contract participant” and “swap.” These exemptions will expire upon the earlier of: (1) the effective date of the applicable final rule further defining the relevant terms; or (2) December 31, 2011. On October 25, 2011, the CFTC published a proposed amendment to this order that would extend the exemptions contained in the existing order until the earlier of: (1) the effective date of the applicable final rules further defining the relevant terms or (2) July 16, 2012. In addition, the provisions of the Dodd-Frank Act that will have the most impact on the Bank did not take effect on July 16, 2011, but will take effect no less than 60 days after the CFTC publishes final regulations implementing such provisions. The CFTC is now expected to publish those final regulations during the fourth quarter of 2011 or the first quarter of 2012, but it is currently expected that such final regulations will not become effective until the first or second quarter of 2012, and delays beyond that time are possible. In addition, as discussed above, mandatory clearing requirements and new margin and documentation requirements for uncleared derivative transactions may be subject to additional implementation schedules, which could further delay the effectiveness of such requirements.

Finance Agency Actions

Conservatorship and Receivership

On June 20, 2011, the Finance Agency issued a final conservatorship and receivership regulation for the FHLBanks. The final regulation, which became effective on July 20, 2011, addresses the nature of a conservatorship or receivership and provides greater specificity on their operations, in line with procedures set forth in similar regulatory regimes (for example, the FDIC receivership authorities). The regulation clarifies the relationship among various classes of creditors and equity holders under a conservatorship or receivership and the priorities for contract parties and other claimants in a receivership. In adopting the final regulation, the Finance Agency explained that its general approach was to set out the basic framework for conservatorships and receiverships. Under the final regulation:

• Claims of FHLBank members arising from their deposit accounts, service agreements, advances, and other transactions with the FHLBanks are distinct from such members’ equity claims as holders of FHLBank stock. The final regulation clarifies that the lowest priority position for equity claims only applies to members’ claims in regard to their FHLBank stock and not to claims arising from other member transactions with a FHLBank;

• Claims for repayment/reimbursement against a FHLBank that is in conservatorship or receivership by another FHLBank as a result of the defaulting FHLBank's failure to pay a consolidated obligation would be treated as a general creditor claim against the defaulting FHLBank. The Finance Agency noted in the preamble to the final regulation that it could also address such reimbursement in policy statements or discretionary decisions; and

• With respect to property held by a FHLBank in trust or in custodial arrangements, the Finance Agency confirmed that it expects to follow FDIC and bankruptcy practice and such property would not be considered part of a receivership estate nor would it be available to satisfy general creditor claims.

Prudential Management Standards

On June 20, 2011, the Finance Agency issued a proposed rule, as required by the Housing and Economic Recovery Act of 2008, to establish prudential standards with respect to 10 categories of operation and management of the FHLBanks, the

45

Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac”) (collectively, the “Regulated Entities”), including, among others, internal controls, interest rate risk and market risk. The Finance Agency has proposed to adopt the standards as guidelines, which generally provide principles and would leave to the Regulated Entities the obligation to organize and manage their affairs to ensure that the standards are met, subject to Finance Agency oversight. The proposed rule also includes procedural provisions relating to the consequences of failing to meet applicable standards, such as requirements regarding the submission of a corrective action plan to the Finance Agency. Comments on the proposal were due by August 19, 2011.

Changes to the Home Affordable Refinance Program

On October 24, 2011, the Finance Agency, Fannie Mae and Freddie Mac announced a series of changes to the Home Affordable Refinance Program that are intended to attract more eligible borrowers who can benefit from refinancing their home mortgage.   The changes include lowering or eliminating certain risk-based fees, removing the current 125 percent loan-to-value ceiling on fixed-rate mortgages that are purchased by Fannie Mae and Freddie Mac, waiving certain representations and warranties, eliminating the need for a new property appraisal where there is a reliable automated valuation model estimate provided by either Fannie Mae or Freddie Mac (as applicable), and extending the end date for the program to December 31, 2013 for loans originally sold to Fannie Mae or Freddie Mac on or before May 31, 2009.The impact of these changes on the Bank's investments in agency MBS, if any, is not known at this time.

Other Developments

Revised Regulations to Permit the Payment of Interest on Demand Deposit Accounts

The Dodd-Frank Act repealed the statutory prohibition against the payment of interest on demand deposits effective July 21, 2011. To conform their regulations to this provision, the FDIC and other applicable banking regulators, including the Federal Reserve Board, rescinded their regulations prohibiting the payment of interest on demand deposits effective July 21, 2011. Members' ability to pay interest on their customers' demand deposit accounts may increase their ability to attract or retain customer deposits, which could reduce their funding needs from the Bank.

Proposed Rule on Regulatory Oversight of Certain Nonbank Financial Companies by the Federal Reserve Board

On October 18, 2011, the Financial Stability Oversight Council (the “Oversight Council”) issued a second notice of proposed rulemaking to provide guidance regarding the standards and procedures that it will follow when it considers whether to designate nonbank financial companies for heightened prudential supervision and oversight by the Federal Reserve Board. This notice rescinded the prior proposal regarding these designations and proposes a three-stage process that includes a framework for evaluating a nonbank financial company. Under the proposed designation process, the Oversight Council will first identify those U.S. nonbank financial companies that have $50 billion or more of total consolidated assets and which exceed any one of five threshold indicators of interconnectedness or susceptibility to material financial distress. Significantly for the FHLBanks, one of the five thresholds is whether a company has $20 billion or more of outstanding borrowings. If the Bank is designated by the Oversight Council for supervision and oversight by the Federal Reserve Board, then the Bank's operations and business could be adversely affected by additional costs and potential restrictions on its business activities resulting from such oversight. Comments on this proposed rule are due by December 19, 2011.

Housing Finance, GSE Housing Reform and Other

In the wake of the financial crisis and related housing problems, both Congress and the Obama Administration are considering potential changes to the housing finance system that could impact the role and structure of the housing GSEs, including the FHLBanks. For additional discussion regarding potential housing GSE reform and other recent legislative and regulatory developments, see “Business — Legislative and Regulatory Developments” in the Bank’s 2010 10-K.

Financial Condition

The following table provides selected period-end balances as of September 30, 2011 and December 31, 2010, as well as selected average balances for the nine-month period ended September 30, 2011 and the year ended December 31, 2010. As shown in the table, the Bank’s total assets decreased by 20.8 percent (or $8.3 billion) between December 31, 2010 and September 30, 2011, due primarily to decreases of $6.8 billion, $1.6 billion and $1.8 billion in advances, held-to-maturity securities and its short-term liquidity holdings, respectively, offset by the addition of $2.1 billion of available-for-sale securities. As the Bank’s assets decreased, the funding for those assets also decreased. During the nine months ended September 30, 2011, total consolidated obligations decreased by $9.0 billion as consolidated obligation bonds declined by

46

$11.8 billion and consolidated obligation discount notes increased by $2.8 billion.

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

SUMMARY OF CHANGES IN FINANCIAL CONDITION

(dollars in millions)

	September 30, 2011
			Increase (Decrease)					Balance at December 31, 2010
	Balance		Amount			Percentage
Advances	$	18,649	$	(6,807	)	(26.7	)%	$	25,456
Short-term liquidity holdings
Non-interest bearing excess cash balances (1)	1,200		(400		)	(25.0	)%	1,600
Security purchased under agreement to resell	500		500			*		—
Federal funds sold	1,825		(1,942		)	(51.6	)%	3,767
Available-for-sale securities	2,057		2,057			*		—
Held-to-maturity securities	6,863		(1,633		)	(19.2	)%	8,496
Mortgage loans, net	173		(34		)	(16.4	)%	207
Total assets	31,427		(8,263		)	(20.8	)%	39,690
Consolidated obligations — bonds	19,424		(11,892		)	(38.0	)%	31,316
Consolidated obligations — discount notes	7,978		2,846			55.5	%	5,132
Total consolidated obligations	27,402		(9,046		)	(24.8	)%	36,448
Mandatorily redeemable capital stock	8		—			—	%	8
Capital stock	1,244		(357		)	(22.3	)%	1,601
Retained earnings	478		26			5.8	%	452
Average total assets	33,520		(19,623		)	(36.9	)%	53,143
Average capital stock	1,366		(762		)	(35.8	)%	2,128
Average mandatorily redeemable capital stock	16		9			128.6	%	7

_____________________________

*    The percentage increase is not meaningful.

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

47

Advances

The following table presents advances outstanding, by type of institution, as of September 30, 2011 and December 31, 2010.

ADVANCES OUTSTANDING BY BORROWER TYPE

(par value, dollars in millions)

	September 30, 2011				December 31, 2010
	Amount		Percent		Amount		Percent
Commercial banks	$	13,014	72	%	$	19,708	79	%
Thrift institutions	3,533		20		3,686		15
Credit unions	1,075		6		1,215		5
Insurance companies	340		2		336		1
Total member advances	17,962		100		24,945		100
Housing associates	62		—		60		—
Non-member borrowers	82		—		56		—
Total par value of advances	$	18,106	100	%	$	25,061	100	%
Total par value of advances outstanding to CFIs (1)	$	6,642	37	%	$	6,908	28	%

_____________________________

⁽¹⁾  The figures presented above reflect the advances outstanding to Community Financial Institutions (“CFIs”) as of September 30, 2011 and December 31, 2010 based upon the definitions of CFIs that applied as of those dates.

During the first nine months of 2011, advances outstanding to the Bank’s five largest borrowers (as of December 31, 2010) decreased by $5.6 billion, including the maturity of $4.0 billion and $0.5 billion in advances to Wells Fargo Bank South Central, National Association ("Wells Fargo") and Comerica Bank, respectively (the Bank’s two largest borrowers at December 31, 2010). With no advances outstanding as of September 30, 2011, Wells Fargo was no longer among the Bank's five largest borrowers as of such date. In addition, $0.8 billion of maturing advances were repaid following the consolidation of several affiliated members’ charters into the charter of an affiliated out-of-district institution. The remaining decline in outstanding advances of $0.5 billion during the first nine months of 2011 was spread broadly across the Bank’s members. The Bank believes the decline in advances was due largely to members’ higher liquidity levels, which were primarily the result of higher deposit levels, and reduced lending activity due to weak economic conditions.

At September 30, 2011, advances outstanding to the Bank’s five largest borrowers totaled $5.3 billion, representing 29.3 percent of the Bank’s total outstanding advances as of that date. In comparison, advances outstanding to the Bank’s five largest borrowers as of December 31, 2010 totaled $9.5 billion, representing 37.8 percent of the total outstanding balances at that date. The following table presents the Bank’s five largest borrowers as of September 30, 2011, only three of which were among the Bank's five largest borrowers as of December 31, 2010.

48

FIVE LARGEST BORROWERS AS OF SEPTEMBER 30, 2011

(Par value, dollars in millions)

Name	Par Value of Advances		Percent of Total Par Value of Advances
Comerica Bank	$	2,000	11.0	%
Texas Capital Bank, N.A.	1,100		6.1
Beal Bank USA	950		5.3
ViewPoint Bank	676		3.7
First National Bank (Edinburg, Texas)	580		3.2
	$	5,306	29.3	%

The following table presents information regarding the composition of the Bank’s advances by product type as of September 30, 2011 and December 31, 2010.

ADVANCES OUTSTANDING BY PRODUCT TYPE

(dollars in millions)

	September 30, 2011				December 31, 2010
	Balance		Percentage of Total		Balance		Percentage of Total
Fixed rate	$	13,427	74.2	%	$	15,582	62.2	%
Adjustable/variable rate indexed	2,090		11.5		6,765		27.0
Amortizing	2,589		14.3		2,714		10.8
Total par value	$	18,106	100.0	%	$	25,061	100.0	%

The Bank is required by statute and regulation to obtain sufficient collateral from members/borrowers to fully secure all advances and other extensions of credit. The Bank’s collateral arrangements with its members/borrowers and the types of collateral it accepts to secure advances are described in the 2010 10-K. To ensure the value of collateral pledged to the Bank is sufficient to secure its advances, the Bank applies various haircuts, or discounts, to the collateral to determine the value against which borrowers may borrow. From time to time, the Bank reevaluates the adequacy of its collateral haircuts under a range of stress scenarios to ensure that its collateral haircuts are sufficient to protect the Bank from credit losses on advances. In addition, as described in the 2010 10-K, the Bank reviews the financial condition of its depository institution borrowers on at least a quarterly basis to identify any borrowers whose financial condition indicates they might pose an increased credit risk and, as needed, takes appropriate action. The Bank has not experienced any credit losses on advances since it was founded in 1932 and, based on its credit extension and collateral policies, management currently does not anticipate any credit losses on advances. Accordingly, the Bank has not provided any allowance for losses on advances.

Short-Term Liquidity Portfolio

At September 30, 2011, the Bank’s short-term liquidity portfolio was comprised of $1.8 billion of overnight federal funds sold to domestic bank counterparties, $0.5 billion of securities sold under an agreement to repurchase and $1.2 billion of non-interest bearing excess cash balances held at the Federal Reserve Bank of Dallas. At December 31, 2010, the Bank’s short-term liquidity portfolio was comprised of $3.8 billion of overnight federal funds sold to domestic bank counterparties and $1.6 billion of non-interest bearing excess cash balances held at the Federal Reserve Bank of Dallas. As of September 30, 2011, the Bank’s overnight federal funds sold consisted of $1.4 billion sold to counterparties rated single-A and $0.4 billion sold to counterparties rated triple-B. The security sold under an agreement to repurchase was sold to a counterparty rated single-A. The credit ratings presented in the preceding sentences represent the lowest long-term rating assigned to the counterparty by Moody’s, S&P or Fitch Ratings, Ltd. (“Fitch”). The amount of the Bank’s short-term liquidity portfolio fluctuates in response to several factors, including the anticipated demand for advances, the timing and extent of advance prepayments, changes in the Bank’s deposit balances, the Bank’s pre-funding activities, changes in the returns provided by short-term investment alternatives relative to the Bank’s discount note funding costs, and the level of liquidity needed to satisfy Finance Agency requirements. (For a discussion of the Finance Agency’s liquidity requirements, see the section below entitled “Liquidity and Capital Resources.”)

49

Long-Term Investments

The composition of the Bank's long-term investment portfolio at September 30, 2011 and December 30, 2010 is set forth in the table below.

COMPOSITION OF LONG-TERM INVESTMENT PORTFOLIO

(In millions of dollars)

	Balance Sheet Classification				Total Long-Term
	Held-to-Maturity		Available-for-Sale		Investments		Held-to-Maturity
September 30, 2011	(at carrying value)		(at fair value)		(at carrying value)		(at fair value)
Debentures
U.S. government guaranteed obligations	$	47	$	—	$	47	$	47
Government-sponsored enterprises	—		1,916		1,916		—
Other	—		141		141		—
Total debentures	47		2,057		2,104		47
MBS portfolio
U.S. government guaranteed obligations	17		—		17		17
Government-sponsored enterprises	6,532		—		6,532		6,627
Non-agency residential MBS	267		—		267		236
Total MBS	6,816		—		6,816		6,880
Total long-term investments	$	6,863	$	2,057	$	8,920	$	6,927
	Balance Sheet Classification				Total Long-Term
	Held-to-Maturity		Available-for-Sale		Investments		Held-to-Maturity
December 31, 2010	(at carrying value)		(at fair value)		(at carrying value)		(at fair value)
Debentures
U.S. government guaranteed obligations	$	52	$	—	$	52	$	52
MBS portfolio
U.S. government guaranteed obligations	20		—		20		20
Government-sponsored enterprises	8,096		—		8,096		8,223
Non-agency residential MBS	328		—		328		308
Total MBS	8,444		—		8,444		8,551
Total long-term investments	$	8,496	$	—	$	8,496	$	8,603

During the three months ended September 30, 2011, the Bank acquired $2.0 billion (based on trade date) of GSE and other highly-rated debentures, substantially all of which were hedged with fixed-for-floating interest rate swaps. Because ASC 815 does not allow hedge accounting treatment for fair value hedges of investment securities designated as held-to-maturity, all of these securities were classified as available-for-sale. The Bank did not sell any long-term investments during the nine months ended September 30, 2011. During this same nine-month period, the proceeds from maturities and paydowns of held-to-maturity securities totaled approximately $1.7 billion.

The Bank is currently precluded from purchasing additional MBS if such purchase would cause the aggregate amortized cost of its MBS holdings to exceed 300 percent of the Bank’s total regulatory capital (an amount equal to the Bank’s retained earnings plus amounts paid in for Class B stock, regardless of its classification as equity or liabilities for financial reporting purposes). At September 30, 2011, the Bank held $6.9 billion (amortized cost) of MBS, which represented 397 percent of its total

50

regulatory capital. The Bank is not required to sell any previously purchased mortgage securities as it was in compliance with the applicable limit at the time of purchase. Due to the shrinkage of its capital base due to reductions in member borrowings, the Bank does not currently anticipate that it will have the capacity to purchase additional MBS until the third quarter of 2012. Currently, the Bank has capacity under applicable policies and regulations to purchase certain other types of highly rated long-term investments similar to those it acquired during the three months ended September 30, 2011. In October 2011, the Bank purchased $1.7 billion (par value) of additional GSE and other highly rated debentures; all of these investments were hedged with fixed-for-floating interest rate swaps and classified as available-for-sale. During the remainder of 2011, the Bank expects to purchase additional highly rated long-term investments if attractive opportunities to do so are available.

As of September 30, 2011, the U.S. government and the issuers of the Bank's holdings of GSE debentures and GSE MBS were rated triple-A by Moody's and Fitch and AA+ by S&P. Prior to August 2011, the U.S. government and the issuers of the Bank's holdings of GSE debentures and GSE MBS were rated triple-A by Moody's, S&P and Fitch. In early August 2011, S&P lowered its long-term sovereign credit rating on the U.S. from AAA to AA+ with a negative outlook. These actions impacted the issuer ratings of certain entities whose ratings are linked to those of the U.S. government, including the issuers of the Bank's holdings of GSE debentures and GSE MBS. These securities were similarly downgraded from AAA to AA+. To date, the Bank has not observed a decline in the fair value of these securities as a result of the downgrades. Moody's and Fitch continue to rate these securities triple-A. 

The following table provides the unpaid principal balances of the Bank’s MBS portfolio, by coupon type, as of September 30, 2011 and December 31, 2010.

UNPAID PRINCIPAL BALANCE OF MORTGAGE-BACKED SECURITIES BY COUPON TYPE

(In millions of dollars)

	September 30, 2011						December 31, 2010
	Fixed Rate		Variable Rate		Total		Fixed Rate		Variable Rate		Total
U.S. government guaranteed obligations	$	—	$	18	$	18	$	—	$	20	$	20
Government-sponsored enterprises	2		6,614		6,616		2		8,199		8,201
Non-agency residential MBS
Prime(1)	—		264		264		—		323		323
Alt-A(1)	—		67		67		—		75		75
Total MBS	$	2	$	6,963	$	6,965	$	2	$	8,617	$	8,619

_____________________________

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

Gross unrealized losses on the Bank’s MBS investments increased from $86.0 million at December 31, 2010 to $86.8 million at September 30, 2011. As of September 30, 2011, $83.0 million (or 96 percent) of the unrealized losses related to the Bank’s holdings of non-agency residential MBS (“RMBS”).

The Bank evaluates outstanding held-to-maturity and available-for-sale investment securities in an unrealized loss position as of the end of each quarter for other-than-temporary impairment (“OTTI”). An investment security is impaired if the fair value of the investment is less than its amortized cost. For a summary of the Bank’s OTTI evaluation, see “Item 1. Financial Statements” (specifically, Notes 3 and 4 beginning on pages 8 and 9, respectively, of this report).

The deterioration in the U.S. housing markets that began in 2007, as reflected by declines in the values of residential real estate and higher levels of delinquencies, defaults and losses on residential mortgages, including the mortgages underlying the Bank’s non-agency RMBS, has generally increased the risk that the Bank may not ultimately recover the entire cost bases of some of its non-agency RMBS. Based on its analysis of the securities in this portfolio, however, the Bank believes that the unrealized losses as of September 30, 2011 were principally the result of liquidity risk related discounts in the non-agency RMBS market and do not accurately reflect the actual historical or currently likely future credit performance of the securities.

All of the Bank’s non-agency RMBS are rated by one or more of the following NRSROs: Moody’s, S&P and/or Fitch. The following table presents the credit ratings assigned to the Bank’s non-agency RMBS holdings as of September 30, 2011. The credit ratings presented in the table represent the lowest rating assigned to the security by Moody’s, S&P or Fitch.

51

NON-AGENCY RMBS CREDIT RATINGS

(dollars in thousands)

Credit Rating	Number of Securities	Unpaid Principal Balance		Amortized Cost		Carrying Value		Estimated Fair Value		Unrealized Losses
Triple-A	9	$	59,886	$	59,893	$	59,893	$	56,338	$	3,555
Double-A	3	7,687		7,689		7,689		7,251		438
Triple-B	1	1,500		1,500		1,500		1,415		85
Double-B	1	199		199		199		184		15
Single-B	9	93,703		93,452		84,499		65,563		27,889
Triple-C	11	135,398		128,014		91,978		84,603		43,411
Single-C	1	32,934		28,589		20,933		20,933		7,656
Total	35	$	331,307	$	319,336	$	266,691	$	236,287	$	83,049

None of the securities in the table above were on negative watch as of September 30, 2011 and none of them were downgraded or placed on negative watch during the period from October 1, 2011 through November 4, 2011.

At September 30, 2011, the Bank’s portfolio of non-agency RMBS was comprised of 16 securities with an aggregate unpaid principal balance of $125 million that are backed by first lien fixed-rate loans and 19 securities with an aggregate unpaid principal balance of $206 million that are backed by first lien option adjustable-rate mortgage (“option ARM”) loans. In comparison, as of December 31, 2010, the Bank’s non-agency RMBS portfolio was comprised of 20 securities backed by fixed-rate loans that had an aggregate unpaid principal balance of $177 million and 19 securities backed by option ARM loans that had an aggregate unpaid principal balance of $221 million. Four of the Bank’s unimpaired non-agency RMBS were paid in full during the nine months ended September 30, 2011. The following table provides a summary of the Bank’s non-agency RMBS as of September 30, 2011 by classification at the time of issuance by the originator, collateral type and year of securitization (the Bank does not hold any MBS that were labeled as subprime at the time of issuance).

52

NON-AGENCY RMBS BY UNDERLYING COLLATERAL TYPE

(dollars in millions)

												Credit Enhancement Statistics
Classification and Year of Securitization	Number of Securities	Unpaid Principal Balance		Amortized Cost		Estimated Fair Value		Unrealized Losses		Weighted Average Collateral Delinquency(1)(2)		Current Weighted Average (1)(3)		Original Weighted Average(1)		Minimum Current(4)
Prime(5)
Fixed rate collateral
2006	1	$	33	$	28	$	21	$	7	13.41	%	5.34	%	8.89	%	5.34	%
2004	3	3		3		3		—		8.96	%	43.92	%	5.82	%	42.29	%
2003	7	58		58		54		4		1.99	%	7.01	%	3.95	%	5.47	%
2000	1	—		—		—		—		—	%	39.17	%	2.00	%	39.17	%
Total fixed rate prime collateral	12	94		89		78		11		6.19	%	7.52	%	5.74	%	5.34	%
Option ARM collateral
2005	15	159		157		106		51		33.30	%	44.15	%	43.12	%	22.77	%
2004	2	11		11		7		4		30.28	%	30.50	%	29.85	%	29.59	%
Total option ARM prime collateral	17	170		168		113		55		33.09	%	43.23	%	42.22	%	22.77	%
Total prime collateral	29	264		257		191		66		23.56	%	30.58	%	29.29	%	5.34	%
Alt-A(5)
Fixed rate collateral
2005	1	23		23		17		6		14.38	%	9.21	%	6.84	%	9.21	%
2004	1	1		1		1		—		13.38	%	53.82	%	6.85	%	53.82	%
2002	2	7		7		7		—		5.22	%	20.19	%	4.54	%	17.02	%
Total fixed rate Alt-A collateral	4	31		31		25		6		12.27	%	13.81	%	6.33	%	9.21	%
Option ARM collateral
2005	2	36		31		20		11		52.85	%	37.83	%	39.51	%	31.80	%
Total Alt-A collateral	6	67		62		45		17		33.84	%	26.58	%	23.97	%	9.21	%
Total non-agency RMBS	35	$	331	$	319	$	236	$	83	25.64	%	29.77	%	28.22	%	5.34	%
Total fixed rate collateral	16	$	125	$	120	$	103	$	17	7.72	%	9.10	%	5.89	%	5.34	%
Total option ARM collateral	19	206		199		133		66		36.51	%	42.30	%	41.75	%	22.77	%
Total non-agency RMBS	35	$	331	$	319	$	236	$	83	25.64	%	29.77	%	28.22	%	5.34	%

_____________________________

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

⁽²⁾  Collateral delinquency reflects the percentage of underlying loans that are 60 or more days past due, including loans in foreclosure and real estate owned; as of September 30, 2011, actual cumulative loan losses in the pools of loans underlying the Bank’s non-agency RMBS portfolio ranged from 0 percent to 8.01 percent.

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

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

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

The geographic concentration by state of the loans underlying the Bank’s non-agency RMBS as of December 31, 2010 is provided in the Bank’s 2010 10-K. There were no substantial changes in these concentrations during the nine months ended September 30, 2011.

To assess whether the entire amortized cost bases of its non-agency RMBS will be recovered, the Bank performed a cash flow analysis for each of its non-agency RMBS holdings as of September 30, 2011 under a base case (or best estimate) scenario. The procedures used in this analysis, together with the results thereof, are summarized in “Item 1. Financial Statements” (specifically, Note 4 beginning on page 9 of this report). A summary of the significant inputs that were used in the Bank’s analysis of its entire non-agency RMBS portfolio as of September 30, 2011 is set forth in the table below.

53

SUMMARY OF SIGNIFICANT INPUTS FOR ALL NON-AGENCY RMBS

(dollars in thousands)

	Unpaid Principal Balance at September 30, 2011		Projected Prepayment Rates(2)						Projected Default Rates(2)						Projected Loss Severities(2)
			Weighted Average		Range				Weighted Average		Range				Weighted Average		Range
Year of Securitization					Low		High				Low		High				Low		High
Prime (1)
2004	$	2,612	14.85	%	12.27	%	16.09	%	8.92	%	6.45	%	9.46	%	30.81	%	30.14	%	36.78	%
2003	57,906		31.98	%	26.63	%	34.21	%	1.56	%	—	%	3.08	%	19.88	%	—	%	21.06	%
2000	199		40.13	%	40.13	%	40.13	%	—	%	—	%	—	%	—	%	—	%	—	%
Total prime collateral	60,717		31.27	%	12.27	%	40.13	%	1.87	%	—	%	9.46	%	20.28	%	—	%	36.78	%
Alt-A(1)
2006	32,934		7.70	%	7.70	%	7.70	%	37.82	%	37.82	%	37.82	%	47.05	%	47.05	%	47.05	%
2005	217,617		4.70	%	2.46	%	9.93	%	57.58	%	20.99	%	77.78	%	42.27	%	30.97	%	55.32	%
2004	12,984		5.48	%	4.87	%	9.72	%	49.02	%	21.62	%	54.96	%	41.47	%	40.81	%	42.09	%
2002	7,055		15.78	%	13.08	%	16.83	%	3.95	%	0.26	%	13.45	%	22.33	%	18.80	%	31.42	%
Total Alt-A collateral	270,590		5.39	%	2.46	%	16.83	%	53.37	%	0.26	%	77.78	%	42.29	%	18.80	%	55.32	%
Total non-agency RMBS	$	331,307	10.13	%	2.46	%	40.13	%	43.93	%	—	%	77.78	%	38.26	%	—	%	55.32	%

_____________________________

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

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

In addition to evaluating its non-agency RMBS under a best estimate scenario, the Bank also performed a cash flow analysis for each of these securities as of September 30, 2011 under a more stressful housing price scenario. This more stressful scenario was based on a housing price forecast that was 5 percentage points lower at the trough than the base case scenario followed by a flatter recovery path. Under the more stressful scenario, current-to-trough home price declines were projected to range from 5.0 percent to 13.0 percent over the 3- to 9-month period beginning July 1, 2011. Thereafter, home prices were projected to increase within a range of 0 percent to 1.9 percent in the first year, 0 percent to 2.0 percent in the second year, 1.0 percent to 2.7 percent in the third year, 1.3 percent to 3.4 percent in the fourth year, 1.3 percent to 4.0 percent in each of the fifth and sixth years, and 1.5 percent to 3.8 percent in each subsequent year.

As set forth in the table below, under the more stressful housing price scenario, 18 of the Bank’s non-agency RMBS would have been deemed to be other-than-temporarily impaired as of September 30, 2011 (as compared to 5 securities in the Bank’s best estimate scenario as of that date). The stress test scenario and associated results do not represent the Bank’s current expectations and therefore should not be construed as a prediction of the actual performance of these securities. Rather, the results from this hypothetical stress test scenario provide a measure of the credit losses that the Bank might incur if home price declines (and subsequent recoveries) are more adverse than those projected in its OTTI assessment.

54

NON-AGENCY RMBS STRESS-TEST SCENARIO

(dollars in thousands)

	Year of Securitization	Collateral Type	Unpaid Principal Balance		Carrying Value		Fair Value		Credit Losses Recorded in Earnings During the Third Quarter		Hypothetical Credit Losses Under Stress-Test Scenario(2)		Collateral Delinquency(3)		Current Credit Enhancement(4)
Prime (1)
Security #2	2005	Option ARM	$	16,764	$	9,928	$	10,018	$	—	$	95	50.4	%	47.0	%
Security #3	2006	Fixed Rate	32,934		20,933		20,933		666		1,924		13.4	%	5.3	%
Security #4	2005	Option ARM	11,748		7,175		7,488		450		1,086		26.0	%	44.5	%
Security #6	2005	Option ARM	16,785		10,823		10,090		—		628		24.8	%	22.8	%
Security #7	2004	Option ARM	6,519		4,341		4,178		—		204		24.3	%	29.6	%
Security #8	2005	Option ARM	9,319		6,166		5,647		—		173		24.0	%	41.1	%
Security #9	2005	Option ARM	4,225		2,726		2,726		25		128		33.4	%	41.4	%
Security #10	2005	Option ARM	7,605		4,457		4,457		355		726		47.4	%	41.6	%
Security #11	2005	Option ARM	9,463		7,153		6,193		—		120		51.7	%	47.9	%
Security #12	2004	Option ARM	4,964		3,404		2,968		—		34		38.2	%	31.7	%
Security #13	2005	Option ARM	5,869		3,973		3,765		—		15		37.5	%	44.3	%
Security #15	2005	Option ARM	4,331		4,331		3,026		—		12		28.4	%	49.5	%
Security #16	2005	Option ARM	15,096		15,096		9,104		—		52		25.0	%	38.4	%
Security #17	2005	Option ARM	16,431		16,431		10,187		—		12		29.5	%	42.0	%
Security #18	2003	Fixed Rate	10,895		10,898		10,261		—		1		2.0	%	5.5	%
Total Prime			172,948		127,835		111,041		1,496		5,210
Alt-A(1)
Security #1	2005	Option ARM	15,914		8,622		8,468		—		665		50.7	%	31.8	%
Security #5	2005	Option ARM	19,726		13,037		12,017		—		790		54.6	%	42.7	%
Security #14	2005	Fixed Rate	22,840		17,313		17,313		119		504		14.4	%	9.2	%
Total Alt-A			58,480		38,972		37,798		119		1,959
			$	231,428	$	166,807	$	148,839	$	1,615	$	7,169

_____________________________

⁽¹⁾  Security #1, Security #5 and Security #14 are the only securities presented in the table above that were labeled as Alt-A at the time of issuance; however, based upon their current collateral or performance characteristics, all of the securities presented in the table above except Security #18 were analyzed using Alt-A assumptions. Based upon its current collateral and performance characteristics, Security #18 was analyzed using prime assumptions.

⁽²⁾  Represents the credit losses that would have been recorded in earnings during the quarter ended September 30, 2011 if the more stressful housing price scenario had been used in the Bank’s OTTI assessment as of September 30, 2011.

⁽³⁾  Collateral delinquency reflects the percentage of underlying loans that are 60 or more days past due, including loans in foreclosure and real estate owned; as of September 30, 2011, actual cumulative loan losses in the pools of loans underlying the securities presented in the table ranged from 0 percent to 8.01 percent.

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

While substantially all of its MBS portfolio is comprised of CMOs with floating rate coupons ($7.0 billion par value at September 30, 2011) that do not expose the Bank to interest rate risk if interest rates rise moderately, such securities include caps that would limit increases in the floating rate coupons if short-term interest rates rise above the caps. In addition, if interest rates rise, prepayments on the mortgage loans underlying the securities would likely decline, thus lengthening the time that the securities would remain outstanding with their coupon rates capped. As of September 30, 2011, one-month LIBOR was 0.24 percent and the effective interest rate caps on one-month LIBOR (the interest cap rate minus the stated spread on the coupon) embedded in the CMO floaters ranged from 6.0 percent to 15.3 percent. The largest concentration of embedded effective caps ($5.8 billion) was between 6.0 percent and 7.0 percent. As of September 30, 2011, one-month LIBOR rates were approximately

55

576 basis points below the lowest effective interest rate cap embedded in the CMO floaters. To hedge a portion of the potential cap risk embedded in these securities, the Bank held (i) $2.9 billion of interest rate caps with remaining maturities ranging from 27 months to 56 months as of September 30, 2011, and strike rates ranging from 6.00 percent to 6.75 percent and (ii) four forward-starting interest rate caps, each of which has a notional amount of $250 million. Two of the forward-starting caps have terms that commence in June 2012; these forward-starting caps mature in June 2015 and June 2016 and have strike rates of 6.50 percent and 7.00 percent, respectively. The other two forward-starting caps have terms that commence in October 2012; these forward-starting caps mature in October 2014 and October 2015 and have strike rates of 6.50 percent and 7.00 percent, respectively. If interest rates rise above the strike rates specified in these interest rate cap agreements, the Bank will be entitled to receive interest payments according to the terms and conditions of such agreements. Such payments would be based upon the notional amounts of those agreements and the difference between the specified strike rate and either one-month or three-month LIBOR.

The following table provides a summary of the notional amounts, strike rates and expiration periods of the Bank’s portfolio of stand-alone CMO-related interest rate cap agreements as of September 30, 2011.

SUMMARY OF CMO-RELATED INTEREST RATE CAP AGREEMENTS

(dollars in millions)

Expiration	Notional Amount		Strike Rate
First quarter 2014	$	500	6.00	%
First quarter 2014	500		6.50	%
Third quarter 2014	700		6.50	%
Fourth quarter 2014	250		6.00	%
Fourth quarter 2014 (1)	250		6.50	%
First quarter 2015	150		6.75	%
Second quarter 2015 (2)	250		6.50	%
Third quarter 2015	150		6.75	%
Third quarter 2015	200		6.50	%
Fourth quarter 2015	250		6.00	%
Fourth quarter 2015 (1)	250		7.00	%
Second quarter 2016	200		6.50	%
Second quarter 2016 (2)	250		7.00	%
	$	3,900

_____________________________

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

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

Consolidated Obligations and Deposits

During the nine months ended September 30, 2011, the Bank’s outstanding consolidated obligation bonds (at par value) decreased by $11.8 billion due primarily to decreases in the Bank’s outstanding advances. The following table presents the composition of the Bank’s outstanding bonds at September 30, 2011 and December 31, 2010.

56

COMPOSITION OF CONSOLIDATED OBLIGATION BONDS OUTSTANDING

(Par value, dollars in millions)

	September 30, 2011				December 31, 2010
	Balance		Percentage of Total		Balance		Percentage of Total
Fixed rate
Non-callable	$	13,040	67.8	%	$	13,023	41.9	%
Callable	1,125		5.9		1,560		5.0
Single-index variable rate	2,145		11.2		13,411		43.2
Callable step-up	2,620		13.6		3,001		9.6
Fixed that converts to variable	201		1.0		83		0.3
Callable step-down	100		0.5		—		—
Total par value	$	19,231	100.0	%	$	31,078	100.0	%

Due to the decrease in outstanding advances, the Bank’s funding needs remained relatively low during the first nine months of 2011, with only $6.3 billion of consolidated obligation bonds issued during this period. The proceeds of these issuances were generally used to replace maturing or called consolidated obligations. The consolidated obligations issued by the Bank during the nine months ended September 30, 2011 were primarily swapped fixed rate callable bonds, including step-up bonds.

The average LIBOR cost of consolidated obligation bonds issued during the first nine months of 2011 was lower than the average LIBOR cost of consolidated obligation bonds issued during 2010. The weighted average cost of swapped and floating rate consolidated obligation bonds issued by the Bank decreased from approximately LIBOR minus 17 basis points during the year ended December 31, 2010 to approximately LIBOR minus 25 basis points in the first quarter of 2011, approximately LIBOR minus 23 basis points in the second quarter of 2011 and approximately LIBOR minus 27 basis points in the third quarter of 2011. The lower cost of consolidated obligation bonds issued during the nine months ended September 30, 2011, as compared to those issued during the year ended December 31, 2010, was primarily due to the Bank’s reduced need for funding, which allowed it to issue debt only when costs were relatively favorable. In addition, the Bank issued approximately $11.9 billion of floating rate bonds in 2010, as compared to only $0.4 billion of floating rate bonds issued during the nine months ended September 30, 2011. The reduced issuance of floating rate bonds, which typically bear a higher LIBOR cost than the LIBOR cost that results from converting structured debt such as callable bonds to LIBOR, also contributed to the Bank’s more favorable funding costs during the first nine months of 2011.

The Bank’s discount note balance increased during the first nine months of 2011, with $8.0 billion of discount notes outstanding at September 30, 2011. The Bank did not replace its discount notes as they matured during the first quarter of 2011. During the second and third quarters, the Bank replaced some of its maturing consolidated obligation bonds with discount notes to better match the maturities of its short-term assets. In addition, during the third quarter, the Bank used discount notes to fund the purchases of its available-for-sale securities.

Demand and term deposits were $1.7 billion and $1.1 billion at September 30, 2011 and December 31, 2010, respectively. The size of the Bank’s deposit base varies as market factors change, including the attractiveness of the Bank’s deposit pricing relative to the rates available to members on alternative money market investments, members’ investment preferences with respect to the maturity of their investments, and member liquidity.

Capital

The Bank’s outstanding capital stock (excluding mandatorily redeemable capital stock) was approximately $1.2 billion and $1.6 billion at September 30, 2011 and December 31, 2010, respectively. The Bank’s average outstanding capital stock (excluding mandatorily redeemable capital stock) decreased from $2.1 billion for the year ended December 31, 2010 to $1.4 billion for the nine months ended September 30, 2011. The decrease in outstanding capital stock from December 31, 2010 to September 30, 2011 was attributable primarily to a decline in members’ activity-based investment requirements resulting from the decline in outstanding advance balances.

Mandatorily redeemable capital stock outstanding at September 30, 2011 and December 31, 2010 was $7.6 million and $8.1 million, respectively. Although mandatorily redeemable capital stock is excluded from capital (equity) for financial reporting purposes, such stock is considered capital for regulatory purposes.

At September 30, 2011 and December 31, 2010, the Bank’s five largest shareholders held $246 million and $463 million, respectively, of capital stock, which represented 19.7 percent and 28.8 percent, respectively, of the Bank’s total outstanding

57

capital stock (including mandatorily redeemable capital stock) as of those dates. The following table presents the Bank’s five largest shareholders as of September 30, 2011.

FIVE LARGEST SHAREHOLDERS AS OF SEPTEMBER 30, 2011

(Par value, dollars in thousands)

Name	Par Value of Capital Stock		Percent of Total Par Value of Capital Stock
Comerica Bank	$	94,702	7.6	%
Texas Capital Bank, N.A.	50,790		4.1
Beal Bank USA	42,115		3.4
ViewPoint Bank	29,210		2.3
Southside Bank	29,057		2.3
	$	245,874	19.7	%

As of September 30, 2011, all of the stock held by the five institutions shown in the table above was classified as capital in the statement of condition.

Members are required to maintain an investment in Class B stock equal to the sum of a membership investment requirement and an activity-based investment requirement. Effective April 18, 2011, the membership investment requirement was reduced from 0.06 percent to 0.05 percent of each member’s total assets as of the previous calendar year-end, subject to a minimum of $1,000 and a maximum of $10,000,000 (reduced from the previous maximum of $25,000,000). The activity-based investment requirement remains unchanged at 4.10 percent of outstanding advances.

Periodically, the Bank repurchases a portion of members’ excess capital stock. Excess stock is defined as the amount of stock held by a member (or former member) in excess of that institution’s minimum investment requirement. The portion of members’ excess capital stock subject to repurchase is known as surplus stock. The Bank generally repurchases surplus stock on the last business day of the month following the end of each calendar quarter (e.g., January 31, April 30, July 31 and October 31). For the quarterly repurchases that occurred on January 31, 2011, April 29, 2011, July 29, 2011 and October 31, 2011, surplus stock was defined as the amount of stock held by a member in excess of 105 percent of the member’s minimum investment requirement. The Bank’s practice has been that a member’s surplus stock will not be repurchased if the amount of that member’s surplus stock is $250,000 or less or if, subject to certain exceptions, the member is on restricted collateral status. From time to time, the Bank may modify the definition of surplus stock or the timing and/or frequency of surplus stock repurchases.

The following table sets forth the repurchases of surplus stock that have occurred since December 31, 2010.

SURPLUS STOCK REPURCHASED UNDER QUARTERLY REPURCHASE PROGRAM

(dollars in thousands)

Date of Repurchase by the Bank	Shares Repurchased	Amount of Repurchase		Amount Classified as Mandatorily Redeemable Capital Stock at Date of Repurchase
January 31, 2011	1,024,586	$	102,459	$	—
April 29, 2011	1,470,359	147,036		119
July 29, 2011	940,037	94,004		—
October 31, 2011	1,193,470	119,347		—

At September 30, 2011, the Bank’s excess stock totaled $242.8 million, which represented 0.8% percent of the Bank’s total assets as of that date.

58

The following table presents outstanding capital stock, by type of institution, as of September 30, 2011 and December 31, 2010.

CAPITAL STOCK OUTSTANDING BY INSTITUTION TYPE

(dollars in millions)

	September 30, 2011				December 31, 2010
	Amount		Percent		Amount		Percent
Commercial banks	$	920	74	%	$	1,256	78	%
Thrifts	193		15		218		14
Credit unions	104		8		101		6
Insurance companies	27		2		26		2
Total capital stock classified as capital	1,244		99		1,601		100
Mandatorily redeemable capital stock	8		1		8		—
Total regulatory capital stock	$	1,252	100	%	$	1,609	100	%

During the nine months ended September 30, 2011, the Bank’s retained earnings increased by $25.9 million, from $452.2 million to $478.1 million. During this same period, the Bank paid dividends on capital stock totaling $4.2 million, which represented an annualized dividend rate of 0.375 percent. The Bank’s first, second and third quarter 2011 dividend rates exceeded the upper end of the Federal Reserve’s target for the federal funds rate for the quarters ended December 31, 2010, March 31, 2011 and June 30, 2011, respectively, by 12.5 basis points. The first quarter dividend, applied to average capital stock held during the period from October 1, 2010 through December 31, 2010, was paid on March 31, 2011. The second quarter dividend, applied to average capital stock held during the period from January 1, 2011 through March 31, 2011, was paid on June 30, 2011. The third quarter dividend, applied to average capital stock held during the period from April 1, 2011 through June 30, 2011, was paid on September 30, 2011.

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

While there can be no assurances, taking into consideration its current earnings expectations and anticipated market conditions, the Bank currently expects to pay dividends in the fourth quarter of 2011 at or slightly above the upper end of the Federal Reserve’s target for the federal funds rate for the quarter ended September 30, 2011. Consistent with its long-standing practice, the Bank expects to pay these dividends in the form of capital stock with any fractional shares paid in cash.

The Bank is required to maintain at all times permanent capital (defined under the Finance Agency’s rules as retained earnings and amounts paid in for Class B stock, regardless of its classification as equity or liabilities for financial reporting purposes) in an amount at least equal to its risk-based capital requirement, which is the sum of its credit risk capital requirement, its market risk capital requirement, and its operations risk capital requirement, as further described in the Bank’s 2010 10-K. At September 30, 2011, the Bank’s total risk-based capital requirement was $284 million, comprised of credit risk, market risk and operations risk capital requirements of $152 million, $67 million and $65 million, respectively, and its permanent capital was $1.7 billion.

In addition to the risk-based capital requirement, the Bank is subject to two other capital requirements. First, the Bank must, at all times, maintain a minimum total capital-to-assets ratio of 4.0 percent. For this purpose, total capital is defined by Finance Agency rules and regulations as the Bank’s permanent capital and the amount of any general allowance for losses (i.e., those reserves that are not held against specific assets). Second, the Bank is required to maintain at all times a minimum leverage capital-to-assets ratio in an amount at least equal to 5.0 percent of its total assets. In applying this requirement to the Bank, leverage capital includes the Bank’s permanent capital multiplied by a factor of 1.5 plus the amount of any general allowance for losses. The Bank did not have any general reserves at September 30, 2011 or December 31, 2010. Under the regulatory definitions, total capital and permanent capital exclude accumulated other comprehensive income (loss). At all times during the nine months ended September 30, 2011, the Bank was in compliance with all of its regulatory capital requirements. At September 30, 2011, the Bank's total capital-to-assets and leverage capital-to-assets ratios were 5.50% and 8.26%, respectively. For a summary of the Bank’s compliance with the Finance Agency’s capital requirements as of September 30, 2011 and December 31, 2010, see “Item 1. Financial Statements” (specifically, Note 10 on page 29 of this report).

59

The Bank’s Risk Management Policy contains a minimum total regulatory capital-to-assets target ratio of 4.1 percent, which is higher than the 4.0 percent ratio required under the Finance Agency’s capital rules. At all times during the nine months ended September 30, 2011, the Bank was in compliance with its target capital-to-assets ratio.

Derivatives and Hedging Activities

The Bank enters into interest rate swap, swaption, cap and forward rate agreements (collectively, interest rate exchange agreements) with highly rated financial institutions to manage its exposure to changes in interest rates and/or to adjust the effective maturity, repricing index and/or frequency or option characteristics of financial instruments. This use of derivatives is integral to the Bank’s financial management strategy, and the impact of these interest rate exchange agreements permeates the Bank’s financial statements. For additional discussion, see “Item 1. Financial Statements” (specifically, Note 9 beginning on page 22 of this report). As a result of using interest rate exchange agreements extensively to fulfill its role as a financial intermediary, the Bank has a large notional amount of interest rate exchange agreements relative to its asset size. As of September 30, 2011 and December 31, 2010, the Bank’s notional balance of interest rate exchange agreements was $39.0 billion and $36.4 billion, respectively, while its total assets were $31.4 billion and $39.7 billion, respectively.

The following table provides the notional balances of the Bank’s derivative instruments, by balance sheet category and accounting designation, as of September 30, 2011 and December 31, 2010.

COMPOSITION OF DERIVATIVES BY BALANCE SHEET CATEGORY AND ACCOUNTING DESIGNATION

(In millions of dollars)

	Short-Cut Method		Long-Haul Method		Economic Hedges		Total
September 30, 2011
Advances	$	5,959	$	1,614	$	200	$	7,773
Investments	—		1,684		3,900		5,584
Consolidated obligation bonds	—		16,945		500		17,445
Consolidated obligation discount notes	—		—		3,348		3,348
Balance sheet	—		—		4,700		4,700
Intermediary positions	—		—		123		123
Total notional balance	$	5,959	$	20,243	$	12,771	$	38,973
December 31, 2010
Advances	$	6,786	$	1,835	$	169	$	8,790
Investments	—		—		3,700		3,700
Consolidated obligation bonds	—		14,650		1,600		16,250
Consolidated obligation discount notes	—		—		913		913
Balance sheet	—		—		6,700		6,700
Intermediary positions	—		—		44		44
Total notional balance	$	6,786	$	16,485	$	13,126	$	36,397

The following table presents the earnings impact of derivatives and hedging activities, and the changes in fair value of any hedged items recorded at fair value during the three and nine months ended September 30, 2011 and 2010.

60

NET EARNINGS IMPACT OF DERIVATIVES AND HEDGING ACTIVITIES

(Dollars in millions)

	Advances			Investments			Consolidated Obligation Bonds			Consolidated Obligation Discount Notes			Optional Advance Commitments			Balance Sheet			Total
Three months ended September 30, 2011
Amortization/accretion of hedging activities in net interest income (1)	$	1		$	5		$	(6	)	$	—		$	—		$	—		$	—
Net interest settlements included in net interest income (2)	(55		)	(11		)	64			—			—			—			(2		)
Net gain (loss) on derivatives and hedging activities
Net losses on fair value hedges	—			(1		)	(1		)	—			—			—			(2		)
Net gains (losses) on economic hedges	—			(6		)	(1		)	—			(7		)	6			(8		)
Net interest settlements on economic hedges	—			—			1			—			—			1			2
Total net gain (loss) on derivatives and hedging activities	—			(7		)	(1		)	—			(7		)	7			(8		)
Net impact of derivatives and hedging activities	(54		)	(13		)	57			—			(7		)	7			(10		)
Net gain on hedged financial instruments carried at fair value	—			—			—			—			7			—			7
	$	(54	)	$	(13	)	$	57		$	—		$	—		$	7		$	(3	)
Three months ended September 30, 2010
Amortization/accretion of hedging activities in net interest income (1)	$	1		$	—		$	(6	)	$	—		$	—		$	—		$	(5	)
Net interest settlements included in net interest income (2)	(64		)	—			83			—			—			—			19
Net gain (loss) on derivatives and hedging activities
Net losses on fair value hedges	—			—			(1		)	—			—			—			(1		)
Net gains (losses) on economic hedges	—			(6		)	2			1			—			(4		)	(7		)
Net interest settlements on economic hedges	—			—			1			2			—			2			5
Total net gain (loss) on derivatives and hedging activities	—			(6		)	2			3			—			(2		)	(3		)
Net impact of derivatives and hedging activities	$	(63	)	$	(6	)	$	79		$	3		$	—		$	(2	)	$	11
Nine months ended September 30, 2011
Amortization/accretion of hedging activities in net interest income (1)	$	3		$	5		$	(21	)	$	—		$	—		$	—		$	(13	)
Net interest settlements included in net interest income (2)	(170		)	(11		)	220			—			—			—			39
Net gain (loss) on derivatives and hedging activities
Net losses on fair value hedges	—			(1		)	(2		)	—			—			—			(3		)
Net losses on economic hedges	—			(17		)	(2		)	(1		)	(11		)	—			(31		)
Net interest settlements on economic hedges	—			—			2			1			—			2			5
Total net gain (loss) on derivatives and hedging activities	—			(18		)	(2		)	—			(11		)	2			(29		)
Net impact of derivatives and hedging activities	(167		)	(24		)	197			—			(11		)	2			(3		)
Net gain on hedged financial instruments carried at fair value	—			—			—			—			11			—			11
	$	(167	)	$	(24	)	$	197		$	—		$	—		$	2		$	8

61

Nine months ended September 30, 2010
Amortization/accretion of hedging activities in net interest income (1)	$	1		$	—		$	(20	)		$	—	$	—	$	—	$	(19	)
Net interest settlements included in net interest income (2)	(217		)	—			341				—		—		—		124
Net gain (loss) on derivatives and hedging activities
Net losses on fair value hedges	—			—			(1		)		—		—		—		(1		)
Net gains (losses) on economic hedges	—			(41		)	(7		)		—		—		6		(42		)
Net interest settlements on economic hedges	—			—			10			—	4		—		1		15
Total net gain (loss) on derivatives and hedging activities	—			(41		)	2				4		—		7		(28		)
Net impact of derivatives and hedging activities	$	(216	)	$	(41	)	$	323			$	4	$	—	$	7	$	77

_____________________________

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

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

By entering into interest rate exchange agreements with highly rated financial institutions (with which it has in place master swap agreements and credit support addendums), the Bank generally exchanges a defined market risk for the risk that the counterparty will not be able to fulfill its obligation in the future. The Bank manages this credit risk by spreading its transactions among as many highly rated counterparties as is practicable, by entering into collateral exchange agreements with all counterparties that include maximum unsecured credit exposure thresholds, and by monitoring its exposure to each counterparty at least monthly and as often as daily. In addition, all of the Bank’s collateral exchange agreements include master netting arrangements whereby the fair values of all interest rate derivatives (including accrued interest receivables and payables) with each counterparty are offset for purposes of measuring credit exposure. The collateral exchange agreements require the delivery of collateral consisting of cash or very liquid, highly rated securities (generally consisting of U.S. government guaranteed or agency debt securities) if credit risk exposures rise above the thresholds. As of September 30, 2011 and December 31, 2010, only cash collateral had been delivered under the terms of these collateral exchange agreements.

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

The following table provides information regarding the Bank’s derivative counterparty credit exposure as of September 30, 2011 and December 31, 2010.

62

DERIVATIVES COUNTERPARTY CREDIT EXPOSURE

(Dollars in millions)

Credit Rating(1)	Number of Counterparties	Notional Principal(2)		Maximum Credit Exposure		Cash Collateral Due(3)		Net Credit Exposure
September 30, 2011
Aaa	1	$	230.0	$	0.4	$	0.4	$	—
Aa(4)	8	23,621.1		19.1		18.7		0.4
A(5)	4	15,060.9		0.4		0.3		0.1
	13	38,912.0		$	19.9	$	19.4	$	0.5
Member institutions (6)	9	61.4
Total	22	$	38,973.4
December 31, 2010
Aaa	1	$	234.0	$	3.8	$	3.8	$	—
Aa(4)	10	28,790.3		29.2		28.1		1.1
A(5)	3	7,350.7		1.2		1.1		0.1
	14	36,375.0		$	34.2	$	33.0	$	1.2
Member institutions (6)	5	22.1
Total	19	$	36,397.1

_____________________________

⁽¹⁾  Credit ratings shown in the table are obtained from Moody’s and are as of September 30, 2011 and December 31, 2010, respectively.

⁽²⁾  Includes amounts that had not settled as of September 30, 2011 and December 31, 2010.

⁽³⁾  Amount of collateral to which the Bank had contractual rights under counterparty credit agreements based on September 30, 2011 and December 31, 2010 credit exposures. Cash collateral totaling $19.4 million and $33.0 million was delivered under these agreements in early October 2011 and early January 2011, respectively.

⁽⁴⁾  The figures for Aa-rated counterparties as of September 30, 2011 and December 31, 2010 include transactions with a counterparty that is affiliated with a member institution. Transactions with this counterparty had an aggregate notional principal of $1.5 billion and $1.8 billion as of September 30, 2011 and December 31, 2010, respectively. These transactions represented a maximum credit exposure of $2.2 million and $4.9 million to the Bank as of September 30, 2011 and December 31, 2010, respectively.

⁽⁵⁾  The figures for A-rated counterparties as of September 30, 2011 and December 31, 2010 include transactions with one counterparty that is affiliated with a non-member shareholder of the Bank. Transactions with that counterparty had an aggregate notional principal of $6.5 billion and $4.5 billion as of September 30, 2011 and December 31, 2010, respectively. These transactions represented a maximum credit exposure of $0.3 million and $1.1 million to the Bank as of September 30, 2011 and December 31, 2010.

⁽⁶⁾  This product offering and the collateral provisions associated therewith are discussed in the paragraph below.

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

On July 21, 2010, the President of the United States signed into law the Dodd-Frank Act, which provides for new statutory and regulatory requirements for derivative transactions, including those used by the Bank to hedge its interest rate risk. As a result of these requirements, certain derivative transactions will be required to be cleared through a third-party central clearinghouse and traded on regulated exchanges or swap execution facilities. Cleared trades are expected to be subject to initial and variation

63

margin requirements established by the clearinghouse and its clearing members. While clearing derivatives through a central clearinghouse may or may not reduce the counterparty credit risk typically associated with bilateral transactions, certain requirements, including margin provisions, for cleared trades have the potential to make derivative transactions more costly for the Bank. The Dodd-Frank Act will also change the regulatory framework for derivative transactions that are not subject to mandatory clearing requirements (uncleared trades). While the Bank expects to be able to continue to enter into uncleared trades on a bilateral basis, those transactions are expected to be subject to new regulatory requirements, including minimum margin and capital requirements imposed by regulators on one or both counterparties to the transactions. Any changes to the margin or capital requirements associated with uncleared trades could adversely affect the pricing of certain uncleared derivative transactions entered into by the Bank, thereby increasing the costs of managing the Bank’s interest rate risk.

Because the Dodd-Frank Act calls for a number of regulations, orders, determinations and reports to be issued, the impact of this legislation on the Bank’s hedging activities and the costs associated with those activities will become known only after the required regulations, orders, determinations, and reports are issued and implemented. For further information regarding the Dodd-Frank Act, see the Bank’s 2010 10-K (specifically, “Business — Legislative and Regulatory Developments” beginning on page 20 of that report) and the update included in this report on page 44.

Market Value of Equity

The ratio of the Bank’s estimated market value of equity to its book value of equity was approximately 110 percent at both September 30, 2011 and December 31, 2010. For additional discussion, see “Part I / Item 3 — Quantitative and Qualitative Disclosures About Market Risk — Interest Rate Risk.”

Results of Operations

Net Income

Net income for the three months ended September 30, 2011 and 2010 was $11.8 million and $27.4 million, respectively. The Bank’s net income for the three months ended September 30, 2011 represented an annualized return on average capital stock (“ROCS”) of 3.70 percent, which was 362 basis points above the average effective federal funds rate for the quarter. In comparison, the Bank’s ROCS was 4.99 percent for the three months ended September 30, 2010, which exceeded the average effective federal funds rate for that quarter by 480 basis points. Net income for the nine months ended September 30, 2011 and 2010 was $30.0 million and $82.4 million, respectively. The Bank’s net income for the nine months ended September 30, 2011 represented an ROCS of 2.94 percent, which was 283 basis points above the average effective federal funds rate for the period. In comparison, the Bank’s ROCS was 4.80 percent for the nine months ended September 30, 2010, which was 463 basis points above the average effective federal funds rate for that period. To derive the Bank’s ROCS, net income is divided by average capital stock outstanding excluding stock that is classified as mandatorily redeemable capital stock. The factors contributing to the changes in ROCS compared to the average effective federal funds rate are discussed below.

Income Before Assessments

During the three months ended September 30, 2011 and 2010, the Bank’s income before assessments was $13.1 million and $37.3 million, respectively. As discussed in more detail below, the $24.2 million decrease in income before assessments from period to period was attributable to a $19.8 million decrease in net interest income, a $2.4 million increase in other loss and a $1.9 million increase in other expense. The increase in other loss was due primarily to a $6.3 million increase in net losses on derivatives and hedging activities, a $1.2 million increase in credit charges on the Bank's non-agency RMBS holdings and a $0.9 million unfavorable change in the net gains (losses) on trading securities, offset by a $6.4 million increase in the gains on optional advance commitments carried at fair value.

The Bank’s income before assessments was $37.9 million and $112.1 million for the nine months ended September 30, 2011 and 2010, respectively. As discussed in more detail below, this $74.2 million decrease in income before assessments from period to period was attributable to a $72.9 million decrease in net interest income and a $6.4 million increase in other expense, offset by a $5.0 million improvement in other loss.

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

Net Interest Income

For the three months ended September 30, 2011 and 2010, the Bank’s net interest income was $34.9 million and $54.7 million, respectively. The Bank’s net interest income was $114.4 million and $187.3 million for the nine months ended September 30, 2011 and 2010, respectively. As described further below, the Bank’s net interest income does not include net interest payments on economic hedge derivatives, which also contributed to the Bank’s overall income before assessments during the three and nine months ended September 30, 2011 and 2010. If these net interest payments had been included, net interest income would have declined by $23.4 million and $83.9 million for the three and nine months ended September 30, 2011, as compared to the

64

corresponding periods in 2010. The decreases in net interest income were due in large part to decreases in the average balances of earning assets from $52.9 billion and $56.9 billion for the three and nine months ended September 30, 2010 to $31.7 billion and $33.3 billion for the corresponding periods in 2011.

For the three months ended September 30, 2011 and 2010, the Bank’s net interest margin was 43 basis points and 42 basis points, respectively. The Bank’s net interest margin was 46 basis points and 44 basis points for the nine months ended September 30, 2011 and 2010, respectively. Net interest margin, or net interest income as a percent of average earning assets, is a function of net interest spread and the rates of return on assets funded by the investment of the Bank’s capital. Net interest spread is the difference between the yield on interest-earning assets and the cost of interest-bearing liabilities. The Bank’s net interest spread increased from 39 basis points for the three months ended September 30, 2010 to 42 basis points for the three months ended September 30, 2011. The Bank’s net interest spread increased from 41 basis points for the nine months ended September 30, 2010 to 43 basis points for the nine months ended September 30, 2011. The contribution of earnings from the Bank’s invested capital to the net interest margin (the impact of non-interest bearing funds) decreased from 3 basis points for the three months ended September 30, 2010 to 1 basis point for the three months ended September 30, 2011. The contribution of earnings from the Bank’s invested capital to the net interest margin was 3 basis points for both the nine months ended September 30, 2011 and 2010.

As noted above, the Bank’s net interest income excludes net interest payments on economic hedge derivatives. During the nine months ended September 30, 2011, the Bank used approximately $5.4 billion (average notional balance) of interest rate basis swaps to hedge the risk of changes in spreads between one-month and three-month LIBOR, approximately $0.8 billion (average notional balance) of fixed-for-floating interest rate swaps to hedge some of its longer-term discount notes and approximately $1.0 billion (average notional balance) of interest rate swaps to convert variable-rate consolidated obligations from the daily federal funds rate to three-month LIBOR (“federal funds floater swaps”). During the comparable period in 2010, the Bank used approximately $8.3 billion (average notional balance) of interest rate basis swaps to hedge the risk of changes in spreads between one-month and three-month LIBOR, approximately $2.3 billion (average notional balance) of fixed-for-floating interest rate swaps to hedge some of its longer-term discount notes and approximately $3.2 billion (average notional balance) of federal funds floater swaps to convert variable-rate consolidated obligations from the daily federal funds rate to three-month LIBOR. These swaps are accounted for as economic hedges. Net interest income associated with economic hedge derivatives is recorded in other income (loss) in the statements of income and therefore excluded from net interest income, net interest margin and net interest spread. Net interest income on the Bank’s economic hedge derivatives totaled $1.3 million and $4.4 million for the three and nine months ended September 30, 2011, respectively, compared to $4.9 million and $15.4 million, respectively, for the corresponding periods in 2010. Had this interest income on economic hedge derivatives been included in net interest income, the Bank’s net interest income would have been higher by these amounts. In addition, the Bank’s net interest margin would have been 45 basis points and 48 basis points for the three and nine months ended September 30, 2011, respectively, compared to 46 basis points and 47 basis points for the comparable periods in 2010 and its net interest spread would have been 44 and 45 basis points for the three and nine months ended September 30, 2011, respectively, compared to 43 basis points and 45 basis points for the three and nine months ended September 30, 2010, respectively.

The following table presents average balance sheet amounts together with the total dollar amounts of interest income and expense and the weighted average interest rates of major earning asset categories and the funding sources for those earning assets for the three months ended September 30, 2011 and 2010.

65

YIELD AND SPREAD ANALYSIS

(Dollars in millions)

	For the Three Months Ended September 30,
	2011							2010
	Average Balance			Interest Income/ Expense(c)		Average Rate(a)(c)		Average Balance			Interest Income/ Expense(c)		Average Rate(a)(c)
Assets
Interest-bearing deposits (b)	$	498		$	—	0.09	%	$	220		$	—	0.20	%
Securities purchased under agreements to resell	972			—		0.07	%	—			—		—	%
Federal funds sold	1,624			—		0.05	%	3,342			1		0.17	%
Investments
Trading	6			—		—	%	124			—		0.07	%
Available-for-sale (d)	1,277			1		0.32	%	—			—		—	%
Held-to-maturity (d)	7,175			19		1.06	%	9,817			30		1.22	%
Advances (e)	20,012			53		1.05	%	39,214			91		0.92	%
Mortgage loans held for portfolio	179			3		5.57	%	229			3		5.52	%
Total earning assets	31,743			76		0.95	%	52,946			125		0.95	%
Cash and due from banks	1,232							98
Other assets	84							174
Derivatives netting adjustment (b)	(510		)					(297		)
Fair value adjustment on available-for-sale securities (d)	(4		)					—
Adjustment for net non-credit portion of other-than-temporary impairments on held-to-maturity securities (d)	(55		)					(61		)
Total assets	$	32,490		76		0.93	%	$	52,860		125		0.95	%
Liabilities and Capital
Interest-bearing deposits (b)	$	1,382		—		0.01	%	$	1,033		1		0.05	%
Consolidated obligations
Bonds	22,828			40		0.69	%	44,300			67		0.61	%
Discount notes	6,460			1		0.07	%	4,803			3		0.24	%
Mandatorily redeemable capital stock and other borrowings	17			—		0.31	%	9			—		0.37	%
Total interest-bearing liabilities	30,687			41		0.53	%	50,145			71		0.56	%
Other liabilities	631							476
Derivatives netting adjustment (b)	(510		)					(297		)
Total liabilities	30,808			41		0.53	%	50,324			71		0.56	%
Total capital	1,682							2,536
Total liabilities and capital	$	32,490				0.50	%	$	52,860				0.53	%
Net interest income				$	35						$	54
Net interest margin						0.43	%						0.42	%
Net interest spread						0.42	%						0.39	%
Impact of non-interest bearing funds						0.01	%						0.03	%

_____________________________

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

66

^(b)  The Bank offsets the fair value amounts recognized for the right to reclaim cash collateral or the obligation to return cash collateral against the fair value amounts recognized for derivative instruments executed with the same counterparty under a master netting arrangement. The average balances of interest-bearing deposit assets for the three months ended September 30, 2011 and 2010 in the table above include $498 million and $220 million, respectively, which are classified as derivative assets/liabilities on the statements of condition. In addition, the average balances of the interest-bearing deposit liabilities for the three months ended September 30, 2011 and 2010 in the table above include $12 million and $77 million, respectively, which are classified as derivative assets/liabilities on the statements of condition.

^(c)  Interest income/expense and average rates include the effects of associated interest rate exchange agreements to the extent such agreements qualify for fair value hedge accounting. If the agreements do not qualify for hedge accounting or were not designated in a hedging relationship for accounting purposes, the net interest income/expense associated with such agreements is recorded in other income (loss) in the statements of income and therefore excluded from the Yield and Spread Analysis. Net interest income on economic hedge derivatives totaled $1.3 million and $4.9 million for the three months ended September 30, 2011 and 2010, respectively, the components of which are presented below in the sub-section entitled “Other Income (Loss).”

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

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

67

The following table presents average balance sheet amounts together with the total dollar amounts of interest income and expense and the weighted average interest rates of major earning asset categories and the funding sources for those earning assets for the nine months ended September 30, 2011 and 2010.

YIELD AND SPREAD ANALYSIS

(Dollars in millions)

	For the Nine Months Ended September 30,
	2011							2010
	Average Balance			Interest Income/ Expense(c)		Average Rate(a)(c)		Average Balance			Interest Income/ Expense(c)		Average Rate(a)(c)
Assets
Interest-bearing deposits (b)	$	299		$	—	0.11	%	$	168		$	—	0.19	%
Securities purchased under agreements to resell	631			—		0.09	%	—			—		—	%
Federal funds sold	2,543			2		0.10	%	3,699			4		0.15	%
Investments
	6			—		—	%	45			—		0.07	%
Available-for-sale (d)	430			1		0.32	%	—			—		—	%
Held-to-maturity (d)	7,693			64		1.11	%	10,674			108		1.35	%
Advances (e)	21,541			171		1.06	%	42,074			259		0.82	%
Mortgage loans held for portfolio	189			8		5.56	%	242			10		5.53	%
Total earning assets	33,332			246		0.98	%	56,902			381		0.89	%
Cash and due from banks	455							396
Other assets	123							253
Derivatives netting adjustment (b)	(332		)					(311		)
Fair value adjustment on available-for-sale securities (d)	(1		)					—
Adjustment for net non-credit portion of other-than-temporary impairments on held-to-maturity securities (d)	(57		)					(64		)
Total assets	$	33,520		246		0.98	%	$	57,176		$	381	0.89	%
Liabilities and Capital
Interest-bearing deposits (b)	$	1,332		—		0.02	%	$	1,344		1		0.05	%
Consolidated obligations
Bonds	26,721			129		0.64	%	47,457			184		0.52	%
Discount notes	3,533			2		0.09	%	5,391			9		0.22	%
Mandatorily redeemable capital stock and other borrowings	18			—		0.37	%	9			—		0.44	%
Total interest-bearing liabilities	31,604			131		0.55	%	54,201			194		0.48	%
Other liabilities	470							663
Derivatives netting adjustment (b)	(332		)					(311		)
Total liabilities	31,742			131		0.55	%	54,553			194		0.47	%
Total capital	1,778							2,623
Total liabilities and capital	$	33,520				0.52	%	$	57,176				0.45	%
Net interest income				$	115						$	187
Net interest margin						0.46	%						0.44	%
Net interest spread						0.43	%						0.41	%
Impact of non-interest bearing funds						0.03	%						0.03	%

_____________________________

68

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

^(b)  The Bank offsets the fair value amounts recognized for the right to reclaim cash collateral or the obligation to return cash collateral against the fair value amounts recognized for derivative instruments executed with the same counterparty under a master netting arrangement. The average balances of interest-bearing deposit assets for the nine months ended September 30, 2011 and 2010 in the table above include $299 million and $167 million, respectively, which are classified as derivative assets/liabilities on the statements of condition. In addition, the average balances of the interest-bearing deposit liabilities for the nine months ended September 30, 2011 and 2010 in the table above include $33 million and $145 million, respectively, which are classified as derivative assets/liabilities on the statements of condition.

^(c)  Interest income/expense and average rates include the effects of associated interest rate exchange agreements to the extent such agreements qualify for fair value hedge accounting. If the agreements do not qualify for hedge accounting or were not designated in a hedging relationship for accounting purposes, the net interest income/expense associated with such agreements is recorded in other income (loss) in the statements of income and therefore excluded from the Yield and Spread Analysis. Net interest income on economic hedge derivatives totaled $4.4 million and $15.4 million for the nine months ended September 30, 2011 and 2010, respectively, the components of which are presented below in the sub-section entitled “Other Income (Loss).”

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

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

Changes in both volume (i.e., average balances) and interest rates influence changes in net interest income and net interest margin. The following table summarizes changes in interest income and interest expense between the three-month and nine-month periods in 2011 and 2010 and excludes net interest income on economic hedge derivatives, as discussed above. Changes in interest income and interest expense that cannot be attributed to either volume or rate have been allocated to the volume and rate categories based upon the proportion of the absolute value of the volume and rate changes.

RATE AND VOLUME ANALYSIS

(In millions of dollars)

	For the Three Months Ended September 30,									For the Nine Months Ended September 30,
	2011 vs. 2010									2011 vs. 2010
	Volume			Rate			Total			Volume			Rate			Total
Interest income
Interest-bearing deposits	$	—		$	—		$	—		$	—		$	—		$	—
Securities purchased under agreements to resell	—			—			—			—			—			—
Federal funds sold	(1		)	—			(1		)	(1		)	(1		)	(2		)
Investments
Trading	—			—			—			—			—			—
Available-for-sale	1			—			1			1			—			1
Held-to-maturity	(8		)	(3		)	(11		)	(27		)	(17		)	(44		)
Advances	(49		)	11			(38		)	(148		)	60			(88		)
Mortgage loans held for portfolio	—			—			—			(2		)	—			(2		)
Total interest income	(57		)	8			(49		)	(177		)	42			(135		)
Interest expense
Interest-bearing deposits	—			(1		)	(1		)	—			(1		)	(1		)
Consolidated obligations
Bonds	(36		)	9			(27		)	(93		)	38			(55		)
Discount notes	1			(3		)	(2		)	(2		)	(5		)	(7		)
Mandatorily redeemable capital stock and other borrowings	—			—			—			—			—			—
Total interest expense	(35		)	5			(30		)	(95		)	32			(63		)
Changes in net interest income	$	(22	)	$	3		$	(19	)	$	(82	)	$	10		$	(72	)

69

Other Income (Loss)

The following table presents the various components of other income (loss) for the three and nine months ended September 30, 2011 and 2010. The significant components are discussed in the narrative following the table.

OTHER INCOME (LOSS)

(In thousands of dollars)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2010			2011			2010
Net interest income (expense) associated with:
Economic hedge derivatives related to consolidated obligation federal funds floater bonds	$	101		$	1,581		$	1,798		$	10,485
Economic hedge derivatives related to consolidated obligation discount notes	526			1,255			1,011			3,558
Stand-alone economic hedge derivatives (basis swaps)	645			2,062			1,667			1,465
Member/offsetting swaps	3			2			7			4
Economic hedge derivatives related to advances	(2		)	(26		)	(107		)	(75		)
Total net interest income associated with economic hedge derivatives	1,273			4,874			4,376			15,437
Gains (losses) related to economic hedge derivatives
Stand-alone derivatives (basis swaps)	5,339			(3,975		)	(516		)	6,269
Federal funds floater swaps	(449		)	2,432			(2,274		)	(6,954		)
Interest rate caps related to held-to-maturity securities	(5,604		)	(5,204		)	(16,710		)	(40,912		)
Discount note swaps	(694		)	815			(1,191		)	55
Member/offsetting swaps and caps	26			—			128			1
Swaptions related to optional advance commitments	(6,878		)	(411		)	(10,598		)	(411		)
Other economic hedge derivatives (advance swaps and caps)	2			14			93			34
Total fair value losses related to economic hedge derivatives	(8,258		)	(6,329		)	(31,068		)	(41,918		)
Gains (losses) related to fair value hedge ineffectiveness
Advances and associated hedges	(612		)	(302		)	(408		)	(403		)
Available-for-sale securities and associated hedges	(865		)	—			(865		)	—
Consolidated obligation bonds and associated hedges	(497		)	(887		)	(1,567		)	(1,178		)
Total fair value hedge ineffectiveness	(1,974		)	(1,189		)	(2,840		)	(1,581		)
Total net losses on derivatives and hedging activities	(8,959		)	(2,644		)	(29,532		)	(28,062		)
Net gains (losses) on unhedged trading securities	(549		)	303			(375		)	187
Credit component of other-than-temporary impairment losses on held-to-maturity securities	(1,615		)	(379		)	(5,337		)	(2,050		)
Gains on other liabilities carried at fair value under the fair value option (optional advance commitments)	6,508			124			10,641			124
Gains on early extinguishment of debt	—			176			415			176
Service fees	778			779			2,114			2,136
Letter of credit fees	1,244			1,488			4,018			4,354
Other, net	(2		)	(21		)	6			52
Total other	6,364			2,470			11,482			4,979
Total other loss	$	(2,595	)	$	(174	)	$	(18,050	)	$	(23,083	)

70

The Bank has issued a number of consolidated obligation bonds that are indexed to the daily federal funds rate. The Bank uses federal funds floater swaps to convert its interest payments with respect to these bonds from the daily federal funds rate to three-month LIBOR. As of September 30, 2011, the Bank’s federal funds floater swaps had an aggregate notional amount of $0.5 billion. As economic hedge derivatives, the changes in the fair values of the federal funds floater swaps are recorded in earnings with no offsetting changes in the fair values of the hedged items (i.e., the consolidated obligation federal funds floater bonds) and therefore can be a source of considerable volatility in the Bank’s earnings. The fair values of federal funds floater swaps generally fluctuate based on the timing of the interest rate reset dates, the relationship between the federal funds rate and three-month LIBOR at the time of measurement, the projected relationship between the federal funds rate and three-month LIBOR for the remaining term of the interest rate swap and the relationship between the current coupons for the interest rate swap and the prevailing market rates at the valuation date. At September 30, 2011, the carrying values of the Bank’s federal funds floater swaps totaled $(0.3) million, excluding net accrued interest receivable.

From time to time, the Bank hedges some of its longer-term consolidated obligation discount notes using fixed-for-floating interest rate swaps. As stand-alone derivatives, the changes in the fair values of the Bank’s discount note swaps are recorded in earnings with no offsetting changes in the fair values of the hedged items (i.e., the consolidated obligation discount notes) and therefore can also be a source of volatility in the Bank’s earnings. As of September 30, 2011, the carrying value of the Bank's discount note swaps totaled $(0.7) million, excluding net accrued interest receivable.

From time to time, the Bank also enters into interest rate basis swaps to reduce its exposure to changing spreads between one-month and three-month LIBOR. Under these agreements, the Bank generally receives three-month LIBOR and pays one-month LIBOR. As of September 30, 2011, the Bank was a party to 6 interest rate basis swaps with an aggregate notional amount of $4.7 billion. The Bank accounts for interest rate basis swaps as stand-alone derivatives and, as such, the fair value changes associated with these instruments can be a source of considerable volatility in the Bank’s earnings, particularly when one-month and/or three-month LIBOR, or the spreads between these two indices, are or are projected to be volatile. The fair values of one-month LIBOR to three-month LIBOR basis swaps generally fluctuate based on the timing of the interest rate reset dates, the relationship between one-month LIBOR and three-month LIBOR at the time of measurement, the projected relationship between one-month LIBOR and three-month LIBOR for the remaining term of the interest rate basis swap and the relationship between the current coupons for the interest rate swap and the prevailing LIBOR rates at the valuation date. During the three months ended September 30, 2011, the Bank sold one interest rate basis swap with a $1.0 billion notional balance; proceeds from the sale totaled $0.5 million, which reflected the cumulative life-to-date gains (excluding net interest settlements) realized on the transaction. With the exception of one interest rate basis swap with a $1.0 billion notional balance that matured, there were no other terminations of interest rate basis swaps during the nine months ended September 30, 2011. During the three months ended September 30, 2010, the Bank sold one interest rate basis swap with a $1.0 billion notional balance; proceeds from the sale totaled $4.5 million, which reflected the cumulative life-to-date gains (excluding net interest settlements) realized on the transaction. During the three months ended June 30, 2010, the Bank sold two interest rate basis swaps (each with a $500 million notional balance); proceeds from these sales totaled $0.9 million, which reflected the cumulative life-to-date gains (excluding net interest settlements) realized on these transactions. During the three months ended March 31, 2010, the Bank sold a portion of an interest rate basis swap ($1.0 billion notional balance); proceeds from this sale totaled $3.1 million. At September 30, 2011, the carrying values of the Bank’s stand-alone interest rate basis swaps totaled $12.6 million, excluding net accrued interest receivable.

If the Bank holds its federal funds floater swaps, discount note swaps and interest rate basis swaps to maturity, the cumulative life-to-date net unrealized gains associated with these instruments aggregating $11.6 million will ultimately reverse in future periods in the form of unrealized losses. The timing of this reversal will depend upon a number of factors including, but not limited to, the level and volatility of short-term interest rates. Occasionally, in response to changing balance sheet and market conditions, the Bank may terminate one or more interest rate basis swaps (or portions thereof) prior to their scheduled maturity. The Bank typically holds its federal funds floater swaps and discount note swaps to maturity.

As discussed previously in the section entitled “Financial Condition — Long-Term Investments,” to hedge a portion of the risk associated with a significant increase in short-term interest rates, the Bank held (as of September 30, 2011) 16 interest rate cap agreements having a total notional amount of $3.9 billion. The premiums paid for these caps totaled $38.6 million. The fair values of interest rate cap agreements are dependent upon the level of interest rates, volatilities and remaining term to maturity. In general (assuming constant volatilities and no erosion in value attributable to the passage of time), interest rate caps will increase in value as market interest rates rise and will diminish in value as market interest rates decline. The value of interest rate caps will increase as volatilities increase and will decline as volatilities decrease. Absent changes in volatilities or interest rates, the value of interest rate caps will decline with the passage of time. As stand-alone derivatives, the changes in the fair values of the Bank’s interest rate cap agreements are recorded in earnings with no offsetting changes in the fair values of the hedged CMO LIBOR floaters with embedded caps and therefore can also be a source of considerable volatility in the Bank’s earnings.

71

At September 30, 2011, the carrying values of the Bank’s stand-alone interest rate cap agreements totaled $4.1 million. If the Bank holds these agreements to maturity, the value of the caps will ultimately decline to zero and be recorded as a loss in net gains (losses) on derivatives and hedging activities in future periods.

The Bank uses interest rate swaps to hedge the risk of changes in the fair value of some of its advances and consolidated obligation bonds and substantially all of its available-for-sale securities. These hedging relationships are designated as fair value hedges. To the extent these relationships qualify for hedge accounting, changes in the fair values of both the derivative (the interest rate swap) and the hedged item (limited to changes attributable to the hedged risk) are recorded in earnings. For those relationships that qualified for hedge accounting, the differences between the change in fair value of the hedged items and the change in fair value of the associated interest rate swaps (representing hedge ineffectiveness) were net losses of $2.0 million and $1.2 million for the three months ended September 30, 2011 and 2010, respectively, and net losses of $2.8 million and $1.6 million for the nine months ended September 30, 2011 and 2010, respectively. To the extent these hedging relationships do not qualify for hedge accounting, or cease to qualify because they are determined to be ineffective, only the change in fair value of the derivative is recorded in earnings (in this case, there is no offsetting change in fair value of the hedged item). During the three months ended September 30, 2011 and 2010, the net gains relating to derivatives associated with specific advances that were not in qualifying hedging relationships were $2,000 and $14,000, respectively. The net gains relating to these derivatives totaled $93,000 and $34,000 for the nine months ended September 30, 2011 and 2010, respectively.

For a discussion of the other-than-temporary impairment losses on certain of the Bank’s held-to-maturity securities, see “Item 1. Financial Statements” (specifically, Note 4 beginning on page 9 of this report).

As of September 30, 2011, the Bank had entered into optional advance commitments with a par value totaling $200 million, excluding commitments to fund Community Investment Program and Economic Development Program advances. Under each of these commitments, the Bank sold an option to a member that provides the member with the right to enter into an advance at a specified fixed rate and term on a specified future date, provided the member has satisfied all of the customary requirements for such advance. The Bank hedged these commitments through the use of interest rate swaptions, which are treated as economic hedges. The Bank has irrevocably elected to carry these optional advance commitments at fair value under the fair value option.

During the first nine months of 2011 and 2010, market conditions were such from time to time that the Bank was able to extinguish certain consolidated obligation bonds and simultaneously terminate the associated interest rate exchange agreements at net amounts that were profitable for the Bank, while new consolidated obligations could be issued and then converted (through the use of interest rate exchange agreements) to a floating rate that approximated the cost of the extinguished debt including any associated interest rate swaps. The Bank did not extinguish any debt during the three months ended September 30, 2011. During the nine months ended September 30, 2011, the Bank repurchased $283.8 million of its consolidated obligations in the secondary market and terminated the related interest rate exchange agreements; the gains on these debt extinguishments totaled $383,000. In addition, during the three months ended June 30, 2011, the Bank transferred $15.0 million (par value) of its consolidated obligations to the FHLBank of San Francisco. A gain of $32,000 was recognized on the transfer. During the three months ended September 30, 2010, the Bank repurchased $247.0 million of its consolidated obligations in the secondary market and terminated the related interest rate exchange agreements; the gains on these debt extinguishments totaled $176,000. The Bank did not extinguish any other debt during the nine months ended September 30, 2010. No consolidated obligations were transferred to other FHLBanks during the nine months ended September 30, 2010.

Other Expense

Total other expense, which includes the Bank’s compensation and benefits, other operating expenses and its proportionate share of the costs of operating the Finance Agency and the Office of Finance, totaled $19.2 million and $58.5 million for the three and nine months ended September 30, 2011, respectively, compared to $17.2 million and $52.1 million for the corresponding periods in 2010.

Compensation and benefits were $10.2 million and $32.0 million for the three and nine months ended September 30, 2011, respectively, compared to $9.2 million and $28.8 million for the corresponding periods in 2010. The increases of $1.0 million and $3.2 million, respectively, were due primarily to: (1) an increase in the costs associated with the Bank’s participation in the Pentegra Defined Benefit Plan for Financial Institutions related primarily to an increase in the value of the Bank's future pension liabilities related to changes in market rates; (2) increases in expenses associated with the Bank's short-term incentive compensation plan due to higher anticipated goal achievement in 2011 as compared to 2010; and (3) cost-of-living and merit increases. At September 30, 2011, the Bank employed 208 people, an increase of 5 people from September 30, 2010.

Other operating expenses for the three and nine months ended September 30, 2011 were $7.1 million and $20.8 million, respectively, compared to $7.0 million and $20.0 million, respectively, for the corresponding periods in 2010. The increases of $0.1 million and $0.8 million, respectively, were attributable to general increases in many of the Bank’s other operating expenses, none of which were individually significant.

72

The Bank, together with the other FHLBanks, is assessed for the cost of operating the Finance Agency and the Office of Finance. The Bank’s share of these expenses totaled $1.9 million and $5.7 million for the three and nine months ended September 30, 2011, respectively, compared to $1.0 million and $3.3 million for the corresponding periods in 2010.

AHP and REFCORP Assessments

While the Bank is exempt from all federal, state and local taxation (except for real property taxes), it is obligated to set aside amounts for its Affordable Housing Program (“AHP”) and, through the second quarter of 2011, it was also obligated to contribute a portion of its earnings to REFCORP.

As required by statute, each year the Bank contributes 10 percent of its earnings (as adjusted for interest expense on mandatorily redeemable capital stock and, prior to the third quarter of 2011, after the REFCORP assessment discussed below) to its AHP. The AHP provides grants that members can use to support affordable housing projects in their communities. Generally, the Bank’s AHP assessment is derived by adding interest expense on mandatorily redeemable capital stock to income before assessments and then subtracting (in periods prior to the third quarter of 2011) the REFCORP assessment; the result of this calculation is then multiplied by 10 percent. For the three months ended September 30, 2011 and 2010, the Bank’s AHP assessments totaled $1.3 million and $3.0 million, respectively. The Bank’s AHP assessments totaled $3.3 million and $9.2 million for the nine months ended September 30, 2011 and 2010, respectively.

Also as required by statute, each FHLBank was obligated through the second quarter of 2011 to contribute 20 percent of its reported earnings (after its AHP contribution) toward the payment of interest on REFCORP bonds that were issued to provide funding for the resolution of failed thrifts following the savings and loan crisis in the 1980s. The FHLBanks were required to pay these amounts to REFCORP until the aggregate amounts actually paid by all 12 FHLBanks were equivalent to a $300 million annual annuity whose final maturity date was April 15, 2030. On August 5, 2011, the Finance Agency certified that the payments made to REFCORP in July 2011 (which were derived from the FHLBanks’ earnings for the second quarter of 2011) were sufficient to fully satisfy the FHLBanks’ obligations to REFCORP. Accordingly, beginning July 1, 2011, the Bank’s earnings are no longer reduced by a REFCORP assessment.

The Bank’s REFCORP assessment was computed by subtracting its AHP assessment from reported income before assessments and multiplying the result by 20 percent. During the three months ended September 30, 2010, the Bank charged $6.8 million of REFCORP assessments to earnings. The Bank’s REFCORP assessments totaled $4.5 million and $20.6 million for the nine months ended September 30, 2011 and 2010, respectively.

Critical Accounting Policies and Estimates

A discussion of the Bank’s critical accounting policies and the extent to which management uses judgment and estimates in applying those policies is provided in the Bank’s 2010 10-K. There were no substantial changes to the Bank’s critical accounting policies, or the extent to which management uses judgment and estimates in applying those policies, during the nine months ended September 30, 2011.

The Bank evaluates its non-agency RMBS holdings for other-than-temporary impairment on a quarterly basis. The procedures used in this analysis, together with the results thereof as of September 30, 2011, are summarized in “Item 1. Financial Statements” (specifically, Note 4 beginning on page 9 of this report). In addition to evaluating its non-agency RMBS holdings under a base case (or best estimate) scenario, a cash flow analysis was also performed for each of these securities under a more stressful housing price scenario to determine the impact that such a change would have on the credit losses recorded in earnings at September 30, 2011. The results of that more stressful analysis are presented on page 55 of this report.

Liquidity and Capital Resources

In order to meet members’ credit needs and the Bank’s financial obligations, the Bank maintains a portfolio of money market instruments typically consisting of overnight federal funds issued by highly rated domestic banks. From time-to-time, the Bank also invests in reverse repurchase agreements, short-term commercial paper (all of which is issued by highly rated entities) and U.S. Treasury Bills. Beyond those amounts that are required to meet members’ credit needs and its own obligations, the Bank typically holds additional balances of short-term investments that fluctuate as the Bank invests the proceeds of debt issued to replace maturing and called liabilities, as the balance of deposits changes, as the returns provided by short-term investments vary relative to the costs of the Bank’s discount notes, and as the level of liquidity needed to satisfy Finance Agency requirements changes. At September 30, 2011, the Bank’s short-term liquidity portfolio was comprised of $1.8 billion of overnight federal funds sold to domestic bank counterparties, $1.2 billion of non-interest bearing excess cash balances held at the Federal Reserve Bank of Dallas and a $0.5 billion overnight reverse repurchase agreement.

The Bank’s primary source of funds is the proceeds it receives from the issuance of consolidated obligation bonds and discount notes in the capital markets. Historically, the FHLBanks have issued debt throughout the business day in the form of discount

73

notes and bonds with a wide variety of maturities and structures. Generally, the Bank has access to this market as needed during the business day to acquire funds to meet its needs.

As discussed in Part II Item 1A, Risk Factors (beginning on page 79 of this report), during the third quarter of 2011, S&P lowered its long-term sovereign credit rating on the U.S. from AAA to AA+ with a negative outlook and, as a result, it lowered the long-term credit rating of the FHLBank System’s consolidated obligations and the long-term counterparty credit ratings of 10 FHLBanks, including us, from AAA to AA+ with a negative outlook. The long-term counterparty credit ratings of the other 2 FHLBanks were unchanged at AA+. To date, S&P's downgrades of the Bank's long-term counterparty credit rating and the long-term credit rating of the FHLBank System's consolidated obligations have not had any impact on the Bank's ability to access the capital markets, nor have such ratings actions had any noticeable impact on the Bank's funding costs. While there can be no assurances about the future, management does not currently expect these ratings actions to have a material impact on the Bank in the foreseeable future.

In addition to the liquidity provided from the proceeds of the issuance of consolidated obligations, the Bank also maintains access to wholesale funding sources such as federal funds purchased and securities sold under agreements to repurchase (e.g., borrowings secured by its investments in MBS and/or agency debentures). Furthermore, the Bank has access to borrowings (typically short-term) from the other FHLBanks.

As discussed more fully in the Bank’s 2010 10-K, the 12 FHLBanks and the Office of Finance entered into the Federal Home Loan Banks P&I Funding and Contingency Plan Agreement (the “Contingency Agreement”) on June 23, 2006. The Contingency Agreement and related procedures were entered into in order to facilitate the timely funding of principal and interest payments on FHLBank System consolidated obligations in the event that a FHLBank is not able to meet its funding obligations in a timely manner. The Contingency Agreement and related procedures provide for the issuance of overnight consolidated obligations directly to one or more FHLBanks that provide funds to avoid a shortfall in the timely payment of principal and interest on any consolidated obligations for which another FHLBank is the primary obligor. Specifically, in the event that a FHLBank does not fund its principal and interest payments under a consolidated obligation by deadlines agreed upon by the FHLBanks and the Office of Finance (for purposes of the Contingency Agreement, a “Delinquent Bank”), the non-Delinquent Banks will be obligated to fund any shortfall in funding to the extent that any of the non-Delinquent Banks has a net positive settlement balance (i.e., the amount by which end-of-day proceeds received by such non-Delinquent Bank from the sale of consolidated obligations on one day exceeds payments by such non-Delinquent Bank on consolidated obligations on the same day) in its account with the Office of Finance on the day the shortfall occurs. A FHLBank that funds the shortfall of a Delinquent Bank is referred to in the Contingency Agreement as a “Contingency Bank.” The non-Delinquent Banks would fund the shortfall of the Delinquent Bank sequentially in accordance with an agreed-upon funding matrix as provided in the Contingency Agreement. Additionally, a non-Delinquent Bank could choose to voluntarily fund any shortfall not funded on a mandatory basis by another non-Delinquent Bank. To fund the shortfall of a Delinquent Bank, the Office of Finance will issue to the Contingency Bank on behalf of the Delinquent Bank a consolidated obligation with a maturity of one business day in the amount of the shortfall funded by the Contingency Bank (a “Plan CO”). Through the date of this report, no Plan COs have been issued pursuant to the terms of the Contingency Agreement.

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

The Bank participates in such transfers of funding from other FHLBanks when the transfer represents favorable pricing relative to a new issue of consolidated obligations with similar features. During the three months ended March 31, 2011, the Bank assumed consolidated obligations from the FHLBank of New York with par amounts totaling $150,000,000. The Bank did not assume any other consolidated obligations from other FHLBanks during the nine months ended September 30, 2011 or 2010.

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

The Bank’s operational liquidity requirement stipulates that it have sufficient funds to meet its obligations due on any given day plus an amount equal to the statistically estimated (at the 99-percent confidence level) cash and credit needs of its members and associates for one business day without accessing the capital markets for the sale of consolidated obligations. As of September 30, 2011, the Bank’s estimated operational liquidity requirement was $2.0 billion. At that date, the Bank estimated

74

that its operational liquidity exceeded this requirement by approximately $8.1 billion.

The Bank’s contingent liquidity requirement further requires that it maintain adequate balance sheet liquidity and access to other funding sources should it be unable to issue consolidated obligations for five business days. The combination of funds available from these sources must be sufficient for the Bank to meet its obligations as they come due and the cash and credit needs of its members, with the potential needs of members statistically estimated at the 99-percent confidence level. As of September 30, 2011, the Bank’s estimated contingent liquidity requirement was $4.5 billion. At that date, the Bank estimated that its contingent liquidity exceeded this requirement by approximately $6.5 billion.

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

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

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

A summary of the Bank’s contractual cash obligations and off-balance-sheet lending-related financial commitments by due date or remaining maturity as of December 31, 2010 is provided in the Bank’s 2010 10-K. There have been no substantial changes in the Bank’s contractual obligations outside the normal course of business during the nine months ended September 30, 2011.

Recently Issued Accounting Guidance

For a discussion of recently issued accounting guidance, see “Item 1. Financial Statements” (specifically, Note 2 beginning on page 6 of this report).

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The following quantitative and qualitative disclosures about market risk should be read in conjunction with the quantitative and qualitative disclosures about market risk that are included in the Bank’s 2010 10-K. The information provided herein is intended to update the disclosures made in the Bank’s 2010 10-K.

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

The terms of member advances, investment securities, and consolidated obligations may present interest rate risk and/or embedded option risk. As discussed in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the Bank makes extensive use of interest rate derivative instruments, primarily interest rate swaps, swaptions and caps, to manage the risk arising from these sources.

The Bank has investments in residential mortgage-related assets, primarily CMOs and, to a much smaller extent, MPF mortgage loans, both of which present prepayment risk. This risk arises from the mortgagors’ option to prepay their mortgages, making the effective maturities of these mortgage-based assets relatively more sensitive to changes in interest rates and other factors that affect the mortgagors’ decisions to repay their mortgages as compared to other long-term investment securities that do not have prepayment features. Historically, a decline in interest rates has generally resulted in accelerated mortgage

75

refinancing activity, thus increasing prepayments and thereby shortening the effective maturity of the mortgage-related assets. Conversely, rising rates generally slow prepayment activity and lengthen a mortgage-related asset’s effective maturity. Recent economic and credit market conditions appear to have had an impact on mortgage prepayment activity, as borrowers whose mortgage rates are above current market rates and who might otherwise refinance or repay their mortgages more rapidly may not be able to obtain new mortgage loans at current lower rates due to reductions in their incomes, declines in the values of their homes, tighter lending standards, a general lack of credit availability, and/or delays in obtaining approval of new loans.

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

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

The Risk Management Policy articulates the Bank’s tolerance for the amount of overall interest rate risk the Bank will assume by limiting the maximum estimated loss in market value of equity that the Bank would incur under simulated 200 basis point changes in interest rates to 15 percent of the estimated base case market value. As reflected in the table below, the Bank was in compliance with this limit at each month end during the nine months ended September 30, 2011.

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

For purposes of compliance with the Bank’s Risk Management Policy limit on estimated losses in market value, market value of equity losses are defined as the estimated net sensitivity of the value of the Bank’s equity (the net value of its portfolio of assets, liabilities and interest rate derivatives) to 200 basis point parallel shifts in interest rates. The following table provides the Bank’s estimated base case market value of equity and its estimated market value of equity under up and down 200 basis point interest rate shock scenarios (and, for comparative purposes, its estimated market value of equity under up and down 100 basis point interest rate shock scenarios) for each month-end during the period from December 2010 through September 2011. In addition, the table provides the percentage change in estimated market value of equity under each of these shock scenarios for the indicated periods.

76

MARKET VALUE OF EQUITY

(dollars in billions)

			Up 200 Basis Points(1)			Down 200 Basis Points(2)			Up 100 Basis Points(1)			Down 100 Basis Points(2)
	Base Case Market Value of Equity		Estimated Market Value of Equity		Percentage Change from Base Case(3)	Estimated Market Value of Equity		Percentage Change from Base Case(3)	Estimated Market Value of Equity		Percentage Change from Base Case(3)	Estimated Market Value of Equity		Percentage Change from Base Case(3)
December 2010	$	2.187	$	1.991	(8.96)%	$	2.324	6.26%	$	2.099	(4.02)%	$	2.261	3.38%
January 2011	2.058		1.868		(9.23)%	2.184		6.12%	1.973		(4.13)%	2.126		3.30%
February 2011	2.042		1.850		(9.40)%	2.123		3.97%	1.960		(4.02)%	2.092		2.45%
March 2011	2.016		1.834		(9.03)%	2.088		3.57%	1.938		(3.87)%	2.058		2.08%
April 2011	1.840		1.687		(8.32)%	1.899		3.21%	1.777		(3.42)%	1.871		1.68%
May 2011	1.838		1.690		(8.05)%	1.901		3.43%	1.776		(3.37)%	1.868		1.63%
June 2011	1.872		1.719		(8.17)%	1.943		3.79%	1.806		(3.53)%	1.907		1.87%
July 2011	1.762		1.621		(8.00)%	1.841		4.48%	1.701		(3.46)%	1.801		2.21%
August 2011	1.807		1.698		(6.03)%	1.885		4.32%	1.762		(2.49)%	1.845		2.10%
September 2011	1.830		1.766		(3.50)%	1.901		3.88%	1.811		(1.04)%	1.863		1.80%

_____________________________

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

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

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

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

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

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

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

77

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

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

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

The following table provides information regarding the Bank’s base case duration of equity as well as its duration of equity in up and down 100 and 200 basis point interest rate shock scenarios for each month-end during the period from December 2010 through September2011.

DURATION ANALYSIS

(Expressed in Years)

	Base Case Interest Rates				Duration of Equity
	Asset Duration	Liability Duration	Duration Gap	Duration of Equity	Up 100(1)	Up 200(1)	Down 100(2)	Down 200(2)
December 2010	0.56	(0.39)	0.17	3.62	4.77	5.84	3.03	3.55
January 2011	0.56	(0.38)	0.18	3.75	4.99	6.00	3.08	3.80
February 2011	0.63	(0.44)	0.19	3.73	5.01	6.86	3.45	4.27
March 2011	0.65	(0.48)	0.17	3.43	4.78	6.62	2.76	3.75
April 2011	0.61	(0.47)	0.14	3.06	4.44	6.39	3.31	3.87
May 2011	0.66	(0.50)	0.16	3.15	4.22	5.93	3.91	4.15
June 2011	0.66	(0.49)	0.17	3.18	4.30	5.71	3.54	3.89
July 2011	0.59	(0.45)	0.14	3.20	4.26	5.61	3.98	4.04
August 2011	0.63	(0.51)	0.12	2.49	3.12	4.49	3.76	3.74
September 2011	0.61	(0.50)	0.11	0.01	2.10	3.35	3.93	3.97

_____________________________

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

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

Duration of equity measures the impact of a parallel shift in interest rates on an entity’s market value of equity but may not be a good metric for measuring changes in value related to non-parallel rate shifts. An alternative measure for that purpose uses key rate durations, which measure portfolio sensitivity to changes in interest rates at particular points on a yield curve. Key rate duration is a specialized form of duration. It is calculated by estimating the change in value due to changing the market rate for one specific maturity point on the yield curve while holding all other variables constant. The sum of the key rate durations across an applicable yield curve is approximately equal to the overall portfolio duration.

The duration of equity measure represents the expected percentage change in the Bank’s market value of equity for a one percentage point (100 basis point) parallel change in interest rates. The key rate duration measure represents the expected percentage change in the Bank’s market value of equity for a one percentage point (100 basis point) parallel change in interest rates for a given maturity point on the yield curve, holding all other rates constant. The Bank has established a key rate duration limit of 7.5 years, measured as the difference between the maximum and minimum key rate durations calculated for nine defined individual maturity points on the yield curve. During 2010, the Bank had a separate limit of 15 years for the 10-year

78

maturity point key rate duration. In February 2011, the Bank eliminated the separate key rate duration limit for the 10-year maturity point and now includes the 10-year maturity point in its overall key rate duration limit. The Bank calculates these metrics monthly and was in compliance with these policy limits at each month-end during the first nine months of 2011.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

Changes in Internal Control Over Financial Reporting

There were no changes in the Bank’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended September 30, 2011 that have materially affected, or are reasonably likely to materially affect, the Bank’s internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1A. RISK FACTORS

The following is intended to provide updated information with regard to a specific risk factor included in our 2010 10-K filed with the Securities and Exchange Commission on March 25, 2011. The balance of the risk factors contained in our 2010 10-K also remain applicable to our business.

Changes in investors’ perceptions of the creditworthiness of the FHLBanks may adversely affect our ability to issue consolidated obligations on favorable terms.

Disclosure Provided in our 2010 10-K

We currently have the highest credit rating from Moody’s and S&P, the consolidated obligations issued by the FHLBanks are rated Aaa/P-1 by Moody’s and AAA/A-1+ by S&P, and the other FHLBanks have each been assigned high individual credit ratings as well. As of February 28, 2011, Moody’s had assigned its highest rating to each individual FHLBank, and S&P had assigned individual long-term counterparty credit ratings of AAA/A-1+ to ten FHLBanks and ratings of AA+/A-1+ to the remaining two FHLBanks.

Currently, the FHLBank of Chicago is operating under a consensual cease and desist order, which states that the Finance Board (now Finance Agency) has determined that requiring the FHLBank of Chicago to take the actions specified in the order will “improve the condition and practices of the [FHLBank of Chicago], stabilize its capital, and provide the [FHLBank of Chicago] an opportunity to address the principal supervisory concerns identified by the Finance Board.” In addition, the Director of the Finance Agency has classified the FHLBank of Seattle as undercapitalized and the FHLBank of Seattle is operating under a consent arrangement with the Finance Agency that sets forth requirements for capital management, asset composition and other operational and risk management improvements. Further, several FHLBanks incurred net losses for individual quarters in 2010 and/or 2009 that were primarily the result of other-than-temporary impairment charges on non-agency residential mortgage-backed securities, and these FHLBanks have taken actions to preserve capital in light of these results, such as the suspension of quarterly dividends or repurchases or redemptions of capital stock. These regulatory actions, financial results and/or subsequent actions could cause the rating agencies to downgrade the ratings assigned either to any of the affected FHLBanks or to the FHLBanks’ consolidated obligations. Unfavorable ratings actions, negative guidance from the rating agencies, or negative announcements by one or more of the FHLBanks may adversely affect our cost of funds and ability to issue consolidated obligations on favorable terms, which could negatively affect our financial condition and results of operations.

79

Update to Disclosure in our 2010 10-K

On July 13, 2011, Moody’s placed the Aaa long-term government bond rating of the United States, and consequently the long-term ratings of the government-sponsored enterprises, including those of the FHLBanks, on review for possible downgrade. This review was prompted by the risk that the U.S. statutory debt limit might not be raised in time to prevent a default on the U.S. government’s debt obligations. Following the increase in the statutory debt limit on August 2, 2011, Moody’s confirmed the Aaa long-term government bond rating of the United States and also, consequently, the Aaa long-term ratings of the government-sponsored enterprises, including those of the FHLBanks. Concurrently, Moody’s assigned a negative outlook to the U.S. government’s long-term bond rating and the long-term ratings of the government-sponsored enterprises, including the FHLBanks. In assigning a negative outlook to the U.S. government’s long-term bond rating, Moody’s indicated that there would be a risk of downgrade if: (1) there is a weakening in fiscal discipline in the coming year; (2) further fiscal consolidation measures are not adopted in 2013; (3) the economic outlook deteriorates significantly; or (4) there is an appreciable rise in the U.S. government’s funding costs over and above what is currently expected.

On July 15, 2011, S&P placed the AAA long-term credit rating of the FHLBank System’s consolidated obligations on CreditWatch Negative. Concurrently, S&P placed the AAA long-term counterparty credit ratings of 10 of the FHLBanks, including us, on CreditWatch Negative. S&P affirmed the A-1+ short-term ratings of all FHLBanks and the FHLBank System’s debt issues. These ratings actions reflected S&P’s placement of the long-term sovereign credit rating of the U.S. on CreditWatch Negative on July 14, 2011. In the application of S&P’s Government Related Entities criteria, the ratings of the FHLBanks are constrained by the long-term sovereign credit rating of the U.S.

On August 5, 2011, S&P lowered its long-term sovereign credit rating on the U.S. from AAA to AA+ with a negative outlook and, on August 8, 2011, it lowered the long-term credit rating of the FHLBank System’s consolidated obligations and the long-term counterparty credit ratings of 10 FHLBanks, including us, from AAA to AA+ with a negative outlook. The long-term counterparty credit ratings of the other 2 FHLBanks were unchanged at AA+. S&P again affirmed the A-1+ short-term ratings of all FHLBanks and the FHLBank System’s debt issues. In assigning a negative outlook to the U.S. government’s long-term credit rating, S&P noted that a higher public debt trajectory than is currently assumed by S&P could lead it to lower the U.S. government’s long-term rating again. If, on the other hand, the recommendations of the Congressional Joint Select Committee on Deficit Reduction – independently or coupled with other initiatives such as the lapsing of the 2001 and 2003 tax cuts for high earners – lead to fiscal consolidation measures beyond the minimum mandated, and they are likely, in S&P’s view, to slow the deterioration of the U.S. government’s debt dynamics, then the long-term sovereign rating could stabilize at AA+.

Our primary source of liquidity is the issuance of consolidated obligations. Historically, the FHLBank System’s status as a government-sponsored enterprise and its favorable credit ratings have provided us with excellent access to the capital markets. If Moody’s downgrades the U.S. government’s credit rating, or S&P further downgrades the U.S. government’s credit rating, it is likely that they would also downgrade the FHLBanks’ credit ratings. Any future downgrades of the FHLBank System’s consolidated obligations by S&P and/or Moody’s could result in higher funding costs and/or disruptions in our access to the capital markets. To the extent that we cannot access funding when needed on acceptable terms, our financial condition and results of operations could be adversely impacted.

80

ITEM 6. EXHIBITS

4.1	Capital Plan for the Federal Home Loan Bank of Dallas, as amended and revised on April 28, 2011 and approved by the Federal Housing Finance Agency on August 5, 2011 (filed as Exhibit 4.1 to the Bank's Current Report on Form 8-K dated August 5, 2011 and filed with the SEC on August 5, 2011, which exhibit is incorporated herein by reference).
10.1	Joint Capital Enhancement Agreement, as amended effective August 5, 2011 (filed as Exhibit 10.1 to the Bank's Current Report on Form 8-K dated August 5, 2011 and filed with the SEC on August 5, 2011, which exhibit is incorporated herein by reference).
10.2	Form of 2011 Long Term Incentive Plan including the Form of Award Agreement, as approved by the Bank’s Board of Directors on December 20, 2010 and as revised and re-approved by the Bank’s Board of Directors on August 5, 2011 (filed as Exhibit 10.1 to the Bank's Current Report on Form 8-K dated September 22, 2011 [the date upon which the Federal Housing Finance Agency informed the Bank that it did not object to the revised plan] and filed with the SEC on September 28, 2011, which exhibit is incorporated herein by reference).
31.1	Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of principal executive officer and principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	The following materials from the Bank’s quarterly report on Form 10-Q for the quarterly period ended September 30, 2011, formatted in eXtensible Business Reporting Language (“XBRL”): (i) Statements of Condition as of September 30, 2011 and December 31, 2010, (ii) Statements of Income for the Three and Nine Months Ended September 30, 2011 and 2010, (iii) Statements of Capital for the Nine Months Ended September 30, 2011 and 2010, (iv) Statements of Cash Flows for the Nine Months Ended September 30, 2011 and 2010, and (v) Notes to the Financial Statements for the quarter ended September 30, 2011 tagged as blocks of text.
	Pursuant to Rule 406T of Regulation S-T, the XBRL-related information in Exhibit 101 attached hereto is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

81

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 Dallas
November 10, 2011	By	/s/ Michael Sims
Date		Michael Sims
		Chief Operating Officer, Executive Vice President — Finance and Chief Financial Officer (Principal Financial Officer)
November 10, 2011	By	/s/ Tom Lewis
Date		Tom Lewis
		Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)

82

EXHIBIT INDEX

Exhibit No.
4.1	Capital Plan for the Federal Home Loan Bank of Dallas, as amended and revised on April 28, 2011 and approved by the Federal Housing Finance Agency on August 5, 2011 (filed as Exhibit 4.1 to the Bank's Current Report on Form 8-K dated August 5, 2011 and filed with the SEC on August 5, 2011, which exhibit is incorporated herein by reference).
10.1	Joint Capital Enhancement Agreement, as amended effective August 5, 2011 (filed as Exhibit 10.1 to the Bank's Current Report on Form 8-K dated August 5, 2011 and filed with the SEC on August 5, 2011, which exhibit is incorporated herein by reference).
10.2	Form of 2011 Long Term Incentive Plan including the Form of Award Agreement, as approved by the Bank’s Board of Directors on December 20, 2010 and as revised and re-approved by the Bank’s Board of Directors on August 5, 2011 (filed as Exhibit 10.1 to the Bank's Current Report on Form 8-K dated September 22, 2011 [the date upon which the Federal Housing Finance Agency informed the Bank that it did not object to the revised plan] and filed with the SEC on September 28, 2011, which exhibit is incorporated herein by reference).
31.1	Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of principal executive officer and principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	The following materials from the Bank’s quarterly report on Form 10-Q for the quarterly period ended September 30, 2011, formatted in eXtensible Business Reporting Language (“XBRL”): (i) Statements of Condition as of September 30, 2011 and December 31, 2010, (ii) Statements of Income for the Three and Nine Months Ended September 30, 2011 and 2010, (iii) Statements of Capital for the Nine Months Ended September 30, 2011 and 2010, (iv) Statements of Cash Flows for the Nine Months Ended September 30, 2011 and 2010, and (v) Notes to the Financial Statements for the quarter ended September 30, 2011 tagged as blocks of text.
	Pursuant to Rule 406T of Regulation S-T, the XBRL-related information in Exhibit 101 attached hereto is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.