UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2009
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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)
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Federally chartered corporation
(State or other jurisdiction of incorporation
or organization)
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71-6013989
(I.R.S. Employer
Identification Number) |
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8500 Freeport Parkway South, Suite 600 |
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Irving, TX
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75063-2547 |
(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (214) 441-8500
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Class B Capital Stock, $100 par value per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act. Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act. Yes o No þ
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 during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. þ
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:
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer þ
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Smaller reporting company o |
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act). Yes o No þ
The registrants capital stock is not publicly traded and is only issued to members of the
registrant. Such stock is issued and redeemed at par value ($100 per share), subject to certain
regulatory and statutory requirements. At February 28, 2010, the registrant had 24,894,275 shares
of its capital stock outstanding. As of June 30, 2009 (the last business day of the registrants
most recently completed second fiscal quarter), the aggregate par value of the registrants capital
stock outstanding was approximately $2.907 billion.
Documents Incorporated by Reference: None.
FEDERAL HOME LOAN BANK OF DALLAS
TABLE OF CONTENTS
PART I
Background
The Federal Home Loan Bank of Dallas (the Bank) is one of 12 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, or the System) that were created by the
Federal Home Loan Bank Act of 1932, as amended (the FHLB Act). Each of the 12 FHLBanks is a
member-owned cooperative that operates as a separate federally chartered corporation with its own
management, employees and board of directors. Each FHLBank helps finance housing, community
lending, and community development needs in the specified states in its respective district.
Federally insured commercial banks, savings banks, savings and loan associations, and credit
unions, as well as insurance companies, are all eligible for membership in the FHLBank of the
district in which the institutions principal place of business is located. Effective with the
enactment of the Housing and Economic Recovery Act of 2008 (the HER Act) on July 30, 2008,
Community Development Financial Institutions (CDFIs) that are certified under the Community
Development Banking and Financial Institutions Act of 1994 are also eligible for membership in the
Bank (for a discussion of the HER Act, see the section below entitled Legislative and Regulatory
Developments). State and local housing authorities that meet certain statutory and regulatory
criteria may also borrow from the FHLBanks.
The public purpose of the Bank is to promote housing, jobs and general prosperity through products
and services that assist its members in providing affordable credit in their communities. The
Banks primary business is to serve as a financial intermediary between the capital markets and its
members. In its most basic form, this intermediation process involves raising funds by issuing
debt in the capital markets and lending the proceeds to member institutions (in the form of loans
known as advances) at rates that are slightly higher than the cost of the debt. The interest
spread between the cost of the Banks liabilities and the yield on its assets, combined with the
earnings on its invested capital, are the Banks primary sources of earnings. The Bank endeavors
to manage its assets and liabilities in such a way that its net interest spread is consistent
across a wide range of interest rate environments. The intermediation of its members credit needs
with the investment requirements of the Banks creditors is made possible by the extensive use of
interest rate exchange agreements. These agreements, commonly referred to as derivatives or
derivative instruments, are discussed below in the section entitled Use of Interest Rate Exchange
Agreements.
The Banks principal source of funds is debt issued in the capital markets. All 12 FHLBanks issue
debt in the form of consolidated obligations through the Office of Finance as their agent, and each
FHLBank uses these funds to make loans to its members, invest in debt securities, or for other
business purposes. All 12 FHLBanks are jointly and severally liable for the repayment of all
consolidated obligations. Although consolidated obligations are not obligations of or guaranteed
by the United States Government, FHLBanks are considered to be government-sponsored enterprises
(GSEs) and thus have historically been able to borrow at the favorable rates generally available
to GSEs. The FHLBanks consolidated debt obligations are rated Aaa/P-1 by Moodys Investors
Service (Moodys) and AAA/A-1+ by Standard & Poors (S&P), which are the highest ratings
available from these nationally recognized statistical rating organizations (NRSROs). These
ratings indicate that Moodys and S&P have concluded that the FHLBanks have an extremely strong
capacity to meet their commitments to pay principal and interest on consolidated obligations, and
that consolidated obligations are judged to be of the highest quality, with minimal credit risk.
The ratings also reflect the FHLBank Systems status as a GSE. Individually, the Bank has received
a deposit rating of Aaa/P-1 from Moodys and a long-term counterparty credit rating of AAA/A-1+
from S&P. Shareholders, bondholders and prospective shareholders and bondholders should understand
that these ratings are not a recommendation to buy, sell or hold 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.
All members of the Bank are required to purchase capital stock in the Bank as a condition of
membership and in proportion to their asset size and borrowing activity with the Bank. The Banks
capital stock is not publicly traded and all stock is owned by the Banks members, former members
that retain the stock as provided in the Banks capital plan, or by non-member institutions that
have acquired a member and must retain the stock to support advances.
1
Prior to July 30, 2008, the Federal Housing Finance Board (Finance Board) was responsible for the
supervision and regulation of the FHLBanks and the Office of Finance. Effective with the enactment
of the HER Act, the Federal Housing Finance Agency (Finance Agency), an independent agency in the
executive branch of the United States Government, assumed responsibility for supervising and
regulating the FHLBanks and the Office of Finance. The Finance Agency has responsibility to ensure
that the FHLBanks: (i) operate in a safe and sound manner (including the maintenance of adequate
capital and internal controls); (ii) foster liquid, efficient, competitive and resilient national
housing finance markets; (iii) comply with applicable laws, rules, regulations, guidelines and
orders (including the HER Act and the FHLB Act); (iv) carry out their statutory mission only
through authorized activities; and (v) operate and conduct their activities in a manner that is
consistent with the public interest. Consistent with these responsibilities, the Finance Agency
establishes policies and regulations covering the operations of the FHLBanks. The HER Act provided
that all regulations, orders, directives and determinations issued by the Finance Board prior to
enactment of the HER Act immediately transferred to the Finance Agency and remain in force unless
modified, terminated, or set aside by the Director of the Finance Agency.
The Banks debt and equity securities are exempt from registration under the Securities Act of 1933
and are exempted securities under the Securities Exchange Act of 1934 (the Exchange Act). On
June 23, 2004, the Finance Board adopted a rule requiring each FHLBank to voluntarily register a
class of its equity securities with the Securities and Exchange Commission (SEC) under Section
12(g) of the Exchange Act. The Banks registration with the SEC became effective on April 17,
2006. As a registrant, the Bank is subject to the periodic disclosure regime as administered and
interpreted by the SEC. Materials that the Bank files with the SEC may be read and copied at the
SECs Public Reference Room at 100 F Street, NE, Washington, DC 20549. You may obtain information
on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also
maintains an Internet site (http://www.sec.gov) that contains reports and other information filed
with the SEC. Reports and other information that the Bank files with the SEC are also available
free of charge through the Banks website at www.fhlb.com. To access these reports and other
information through the Banks website, click on About FHLB Dallas, then Financial Reports and
then SEC Filings.
Membership
The Banks members are financial institutions with their principal place of business in the Ninth
Federal Home Loan Bank District, which includes Arkansas, Louisiana, Mississippi, New Mexico and
Texas. The following table summarizes the Banks membership, by type of institution, as of
December 31, 2009, 2008 and 2007.
MEMBERSHIP SUMMARY
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December 31, |
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2009 |
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2008 |
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2007 |
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Commercial banks |
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753 |
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759 |
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736 |
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Thrifts |
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85 |
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85 |
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86 |
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Credit unions |
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65 |
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60 |
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48 |
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Insurance companies |
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20 |
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19 |
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16 |
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Total members |
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923 |
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923 |
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886 |
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Housing associates |
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8 |
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8 |
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8 |
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Non-member borrowers |
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12 |
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13 |
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15 |
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Total |
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943 |
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944 |
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909 |
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Community Financial Institutions (CFIs) (1) |
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788 |
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796 |
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742 |
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(1) |
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The figures presented above reflect the number of members that were CFIs as of
December 31, 2009, 2008 and 2007 based upon the definitions of CFIs that applied as of
those dates. |
2
As of December 31, 2009, approximately 85 percent of the Banks members were CFIs, which are
defined by the HER Act to include all institutions insured by the Federal Deposit Insurance
Corporation (FDIC) with average total assets over the three-year period preceding measurement of
less than $1.0 billion, as adjusted annually for inflation. Prior to enactment of the HER Act on
July 30, 2008, CFIs were defined by the Gramm-Leach-Bliley Act of 1999 (the GLB Act) to include
all FDIC-insured institutions with average total assets over the three prior years of less than
$500 million, as adjusted annually for inflation since 1999. For 2009, CFIs were FDIC-insured
institutions with average total assets as of December 31, 2008, 2007 and 2006 of less than $1.011
billion. For the period from January 1, 2008 through July 29, 2008, CFIs were FDIC-insured
institutions with average total assets as of December 31, 2007, 2006 and 2005 of less than $625
million. For the period from July 30, 2008 through December 31, 2008, CFIs were FDIC-insured
institutions with average total assets as of December 31, 2007, 2006 and 2005 of less than $1.0
billion. In 2007, the average total asset ceiling for CFI designation was $599 million. For 2010,
CFIs are FDIC-insured institutions with average total assets as of December 31, 2009, 2008 and 2007
of less than $1.029 billion.
As of December 31, 2009, 2008 and 2007, approximately 63.5 percent, 67.9 percent and 64.9 percent,
respectively, of the Banks members had outstanding advances from the Bank. These usage rates are
calculated excluding housing associates and non-member borrowers. While eligible to borrow,
housing associates are not members of the Bank and, as such, are not required to hold capital
stock. Non-member borrowers consist of institutions that have acquired former members and assumed
the advances held by those former members and former members who have withdrawn from membership but
that continue to have advances outstanding. Non-member borrowers are required to hold capital
stock to support outstanding advances until the time when those advances have been repaid. The
Bank may elect to repurchase excess stock of non-members before the applicable stock redemption
period has expired. During the period that their advances remain outstanding, non-member borrowers
may not request new advances, nor are they permitted to extend or renew the assumed advances.
The Banks membership includes the majority of institutions in its district that are eligible to
become members. Eligible non-members are primarily smaller institutions that have thus far elected
not to join the Bank. For this reason, the Bank does not currently anticipate that a substantial
number of additional institutions will become members. Institutions can, and sometimes do,
relocate their charters from one FHLBank district to another FHLBank district. In February 2008,
Comerica Bank, which had recently relocated its charter to the Ninth District, became a member of
the Bank. As of December 31, 2009 and 2008, Comerica Bank had outstanding advances of $6.0 billion
and $8.0 billion, respectively, and was the Banks second largest borrower and shareholder at both
of those dates.
As a cooperative, the Bank is managed with the primary objectives of enhancing the value of
membership for member institutions and fulfilling its public purpose. The value of membership
includes access to readily available credit and other services from the Bank, the value of the cost
differential between Bank advances and other potential sources of funds, and the dividends paid on
members investment in the Banks capital stock.
Business Segments
The Bank manages its operations as one business segment. Management and the Banks Board of
Directors review enterprise-wide financial information in order to make operating decisions and
assess performance. All of the Banks revenues are derived from U.S. operations.
3
Interest Income
The Banks interest income is derived primarily from advances and investment activities. Each of
these revenue sources is more fully described below. During the years ended December 31, 2009,
2008 and 2007, interest income derived from each of these sources (expressed as a percentage of the
Banks total interest income) was as follows:
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Year Ended December 31, |
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2009 |
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2008 |
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2007 |
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Advances (including prepayment fees) |
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79.4 |
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79.2 |
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73.2 |
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Investments |
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18.6 |
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19.8 |
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25.7 |
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Mortgage loans held for portfolio
and other |
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2.0 |
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1.0 |
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1.1 |
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Total |
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100.0 |
% |
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100.0 |
% |
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100.0 |
% |
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Total interest income (in thousands) |
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837,464 |
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$ |
2,294,736 |
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$ |
2,886,482 |
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With the exception of interest earned on advances to non-member borrowers, substantially all
of the Banks interest income from advances is derived from financial institutions domiciled in the
Banks five-state district. Advances to non-members (and the related interest income) are
described below in the Products and Services section.
Products and Services
Advances. The Banks primary function is to provide its members with a reliable source of
secured credit in the form of loans known as advances. The Bank offers advances to its members
with a wide variety of terms designed to meet members business and risk management needs.
Standard offerings include the following types of advances:
Fixed rate, fixed term advances. The Bank offers fixed rate, fixed term advances with
maturities ranging from overnight to 20 years, and with maturities as long as 30 years for
Community Investment advances. Interest is generally paid monthly and principal repaid at maturity
for fixed rate, fixed term advances.
Fixed rate, amortizing advances. The Bank offers fixed rate advances with a variety of
final maturities and fixed amortization schedules. Standard advances offerings include fully
amortizing advances with final maturities of 5, 7, 10, 15 or 20 years, and advances with
amortization schedules based on those maturities but with shorter final maturities accompanied by
balloon payments of the remaining outstanding principal balance. Borrowers may also request
alternative amortization schedules and maturities. Interest is generally paid monthly and
principal is repaid in accordance with the specified amortization schedule. Although these
advances have fixed amortization schedules, borrowers may elect to pay a higher interest rate and
have an option to prepay the advance without a fee after a specified lockout period (typically five
years). Otherwise, early repayments are subject to the Banks standard prepayment fees.
Floating rate advances. The Banks standard advances offerings include term floating rate
advances with maturities between one and five years. Borrowers may also request floating rate
advances with maturities up to 10 years. Floating rate advances are typically indexed to either
one-month LIBOR or three-month LIBOR, and are priced at a constant spread to the relevant index.
In addition to longer term floating rate advances, the Bank offers short term floating rate
advances (maturities of 30 days or less) indexed to the daily federal funds rate. Floating rate
advances may also include embedded features such as caps, floors, provisions for the conversion of
the advances to a fixed rate, or non-LIBOR indices.
Putable advances. The Bank also makes advances that include a put feature that allows the
Bank to terminate the advance at specified points in time. If the Bank exercises its option to
terminate the putable advance, the Bank offers replacement funding to the member for a period
selected by the member up to the remaining term to maturity of the putable advance, provided the
Bank determines that the member is able to satisfy the normal credit and collateral requirements of
the Bank for the replacement funding requested.
4
The Bank manages the interest rate and option risk of advances through the use of a variety of debt
and derivative instruments. Members are required by statute and regulation to use the proceeds of
advances with an original term to maturity of greater than five years to purchase or fund new or
existing residential housing finance assets which, for CFIs, are defined by statute and regulation
to include small business, small farm and small agribusiness loans, loans for community development
activities (subject to the Finance Agencys requirements as described below) and securities
representing a whole interest in such loans.
The Bank prices its credit products with the objective of providing benefits of membership that are
greatest for those members that use the Banks products most actively, while maintaining sufficient
profitability to pay dividends at a rate that makes members financially indifferent to holding the
Banks capital stock and that will allow the Bank to increase its retained earnings over time.
Generally, that set of objectives results in small mark-ups over the Banks cost of funds for its
advances and dividends on capital stock at rates that have for the last several years equaled the
periodic average effective federal funds rate. In keeping with its cooperative philosophy, the
Bank provides equal pricing for advances to all members regardless of asset or transaction size,
charter type, or geographic location.
The Bank is required by the FHLB Act to obtain collateral that is sufficient, in the judgment of
the Bank, to fully secure members advances and other extensions of credit. The Bank has not
suffered any credit losses on advances in its 77-year history. In accordance with the Banks
capital plan, members and former members must hold Class B capital stock in proportion to their
outstanding advances. Pursuant to the FHLB Act, the Bank has a lien upon and holds the Banks
Class B capital stock owned by each of its shareholders as additional collateral for all of the
respective shareholders obligations to the Bank.
In order to comply with the requirement to fully secure advances and other extensions of credit to
its members, the Bank and its members execute a written security agreement that establishes the
Banks security interest in a variety of its members assets. The Bank, pursuant to the FHLB Act
and Finance Agency regulations, originates, renews, or extends advances to its members only if it
has obtained and is maintaining a security interest in eligible collateral at the time such advance
is made, renewed, or extended. Eligible collateral includes whole first mortgages on improved
residential real property or securities representing a whole interest in such mortgages; securities
issued, insured, or guaranteed by the United States Government or any of its agencies, including
mortgage-backed and other debt securities issued or guaranteed by the Federal National Mortgage
Association (Fannie Mae), the Federal Home Loan Mortgage Corporation (Freddie Mac), or the
Government National Mortgage Association; term deposits in the Bank; and other real estate-related
collateral acceptable to the Bank, provided that such collateral has a readily ascertainable value
and the Bank can perfect a security interest in such property.
In the case of CFIs, the Bank may also accept as eligible collateral secured small business, small
farm, and small agribusiness loans, secured loans for community development activities, and
securities representing a whole interest in such loans, provided the collateral has a readily
ascertainable value and the Bank can perfect a security interest in such collateral. The HER Act
added secured loans for community development activities as a new type of eligible collateral for
CFIs. To the extent secured loans for community development activities represent a new class of
collateral that the Bank has not previously accepted, the Bank is required to seek the Finance
Agencys approval prior to accepting that collateral. At December 31, 2009 and 2008, total CFI
obligations secured by these types of collateral, including commercial real estate, totaled
approximately $3.8 billion and $4.6 billion, respectively, which represented approximately 7.3
percent and 7.0 percent, respectively, of the total advances and letters of credit outstanding as
of those dates.
Except as set forth in the next sentence, the FHLB Act affords any security interest granted to the
Bank by any member/borrower of the Bank, or any affiliate of any such member/borrower, priority
over the claims and rights of any party, including any receiver, conservator, trustee, or similar
party having rights of a lien creditor. The Banks security interest is not entitled to priority
over the claims and rights of a party that (i) would be entitled to priority under otherwise
applicable law or (ii) is an actual bona fide purchaser for value or is a secured party who has a
perfected security interest in such collateral in accordance with applicable law (e.g., a prior
perfected security interest under the Uniform Commercial Code or other applicable law). For
example, as discussed further below, the Bank usually perfects its security interest in collateral
by filing a Uniform Commercial Code financing statement against the borrower. If another secured
party perfected its security interest in that same collateral by taking possession of the
collateral, rather than or in addition to filing a Uniform Commercial Code financing statement
against the borrower, then that secured partys security interest that was perfected by possession
may be entitled to
priority over the Banks security interest that was perfected by filing a Uniform Commercial Code
financing statement.
5
From time to time, the Bank agrees to subordinate its security interest in certain assets or
categories of assets granted by a member/borrower of the Bank to the security interest of another
creditor (typically, a Federal Reserve Bank or another FHLBank). If the Bank agrees to subordinate
its security interest in certain assets or categories of assets granted by a member/borrower of the
Bank to the security interest of another creditor, the Bank will not extend credit against those
assets or categories of assets.
As stated above, each member/borrower of the Bank executes a security agreement pursuant to which
such member/borrower grants a security interest in favor of the Bank in certain assets of such
member/borrower. The assets in which a member grants a security interest fall into one of two
general structures. In the first structure, the member grants a security interest in all of its
assets that are included in one of the eligible collateral categories, as described above, which
the Bank refers to as a blanket lien. If a member has an investment grade credit rating from an
NRSRO, the member may request that its blanket lien be modified, such that the member grants in
favor of the Bank a security interest limited to certain of the eligible collateral categories
(i.e., whole first residential mortgages, securities, term deposits in the Bank and other real
estate-related collateral). In the second structure, the member grants a security interest in
specifically identified assets rather than in the broad categories of eligible collateral covered
by the blanket lien and the Bank identifies such members as being on specific collateral only
status.
The basis upon which the Bank will lend to a member that has granted the Bank a blanket lien
depends on numerous factors, including, among others, that members financial condition and general
creditworthiness. Generally, and subject to certain limitations, a member that has granted the
Bank a blanket lien may borrow up to a specified percentage of the value of eligible collateral
categories, as determined from such members financial reports filed with its federal regulator,
without specifically identifying each item of collateral or delivering the collateral to the Bank.
Under certain circumstances, including, among others, a deterioration of a members financial
condition or general creditworthiness, the amount a member may borrow is determined on the basis of
only that portion of the collateral subject to the blanket lien that such member delivers to the
Bank. Under these circumstances, the Bank places the member on custody status. In addition,
members on blanket lien status may choose to deliver some or all of the collateral to the Bank.
The members/borrowers that are granted specific collateral only status by the Bank are generally
either insurance companies or members/borrowers with an investment grade credit rating from an
NRSRO that have requested this type of structure. Insurance companies are only permitted to borrow
against the eligible collateral that is delivered to the Bank, and insurance companies generally
only grant a security interest in collateral they have delivered. Members/borrowers with an
investment grade credit rating from an NRSRO may grant a security interest in, and would only be
permitted to borrow against, delivered eligible securities and specifically identified, eligible
first-lien mortgage loans. Such loans must be delivered to the Bank or a third-party custodian
approved by the Bank, or the Bank and such member/borrower must otherwise take actions that ensure
the priority of the Banks security interest in such loans. Investment grade rated
members/borrowers that choose this option are subject to fewer provisions that allow the Bank to
demand additional collateral or exercise other remedies based on the Banks discretion.
As of December 31, 2009, 699 of the Banks borrowers/potential borrowers with a total of $23.8
billion in outstanding advances were on blanket lien status, 26 borrowers/potential borrowers with
$18.6 billion in outstanding advances were on specific collateral only status and 218
borrowers/potential borrowers with $4.5 billion in outstanding advances were on custody status.
The Bank perfects its security interests in borrowers collateral in a number of ways. The Bank
usually perfects its security interest in collateral by filing a Uniform Commercial Code financing
statement against the borrower. In the case of certain borrowers, the Bank perfects its security
interest by taking possession or control of the collateral, which may be in addition to the filing
of a financing statement. In these cases, the Bank also generally takes assignments of most of the
mortgages and deeds of trust that are designated as collateral. Instead of requiring delivery of
the collateral to the Bank, the Bank may allow certain borrowers to deliver specific collateral to
a third-party custodian approved by the Bank or otherwise take actions that ensure the priority of
the Banks security interest in such collateral.
6
On a quarterly basis, the Bank obtains updated information relating to collateral pledged to the
Bank by members on blanket lien status. This information is accessed by the Bank from appropriate
regulatory filings. On a monthly basis or as otherwise requested by the Bank, members on custody
status and members on specific collateral only status must update information relating to
collateral pledged to the Bank. In accordance with written procedures similar to those established
by the Auditing Standards Board of the American Institute of Certified Public Accountants, Bank
personnel regularly verify the existence of collateral securing advances to members on blanket lien
status and members on specific collateral only status with respect to any collateral not delivered
to the Bank. The frequency and the extent of these collateral verifications depend on the average
amount by which a members outstanding obligations to the Bank during the year exceed the
collateral value of its securities, loans and term deposits held by the Bank. Collateral
verifications are not required for members that have had no, or only a de minimis amount of,
outstanding obligations to the Bank secured by a blanket lien during the prior calendar year, are
on custody status, or are on blanket lien status but at all times have delivered to the Bank
eligible loans, securities and term deposits with a collateral value in excess of the members
advances and other extensions of credit.
Finance Agency regulations require the Bank to establish a formula for and to charge a prepayment
fee on an advance that is repaid prior to maturity in an amount sufficient to make the Bank
financially indifferent to the borrowers decision to repay the advance prior to its scheduled
maturity date. Currently, these fees are generally calculated as the present value of the
difference (if positive) between the interest rate on the prepaid advance and the then-current
market yield for a U.S. agency security for the remaining term to maturity of the repaid advance.
During the years ended December 31, 2009, 2008 and 2007, the Bank collected net prepayment fees of
$14.2 million, $6.8 million and $2.3 million, respectively.
As of December 31, 2009, the Banks outstanding advances (at par value) totaled $46.9 billion. As
of that date, advances outstanding to the Banks ten largest borrowers represented 64.2 percent of
the Banks total outstanding advances. Advances to the Banks two largest borrowers represented
51.7 percent of the Banks total outstanding advances. Individually, advances to the Banks two
largest borrowers represented 38.9 percent (Wells Fargo Bank South Central, National Association)
and 12.8 percent (Comerica Bank) of the total advances outstanding as of December 31, 2009.
Effective December 31, 2008, Wells Fargo & Company (NYSE:WFC) acquired Wachovia Corporation, the
holding company for Wachovia Bank, FSB (Wachovia), the Banks largest borrower and shareholder.
Wells Fargo & Company (Wells Fargo) is headquartered in the Eleventh District of the FHLBank
System and affiliates of Wells Fargo have historically maintained charters in the Fourth, Eighth,
Eleventh and Twelfth Districts of the FHLBank System, which are served by the FHLBanks of Atlanta,
Des Moines, San Francisco and Seattle, respectively. On November 1, 2009, Wachovias thrift
charter was converted to a national bank charter with the name Wells Fargo Bank South, National
Association (Wells Fargo Bank South). Wells Fargo then merged Wells Fargo Bank South into an
out-of-district national bank affiliate, Wells Fargo Bank South Central, National Association
(WFSC). WFSC retained the main office of Wells Fargo Bank South in Houston, Texas as its main
office. On November 2, 2009, WFSC applied for membership in the Bank and its application was
approved on December 30, 2009. During the years ended December 31, 2009, 2008 and 2007,
Wachovia/WFSC accounted for 29.7 percent, 38.6 percent and 37.2 percent, respectively, of the
Banks total interest income from advances.
For additional information regarding the composition and concentration of the Banks advances, see
Item 7 Managements Discussion and Analysis of Financial Condition and Results of Operations
Financial Condition Advances.
Community Investment Cash Advances. The Bank also offers a Community Investment Cash
Advances (CICA) program as authorized by Finance Agency regulations. Advances made under the
CICA program benefit low- to moderate-income households by providing funds for housing or economic
development projects. CICA advances are made at rates below the rates the Bank charges on standard
advances, and may be made at the Banks cost of funds or, in certain circumstances for specified
purposes, below its cost of funds. The Bank currently prices CICA advances at interest rates that
are approximately 15 basis points lower than rates on comparable advances made outside the program.
CICA advances are provided separately from and do not count toward the Banks statutory obligations
under the Affordable Housing Program, through which the Bank provides grants to support projects
that benefit low-income households (see the Affordable Housing Program section below). As of
December 31, 2009,
7
advances outstanding under the CICA program totaled approximately $703 million, representing
approximately 1.5 percent of the Banks total advances outstanding as of that date.
Letters of Credit. The Banks credit services also include letters of credit issued or
confirmed on behalf of members to facilitate business transactions with third parties that support
residential housing finance, community lending, or asset/liability management or to provide
liquidity to members. Letters of credit are also issued on behalf of members to secure the
deposits of public entities that are held by such members. Letters of credit must be fully
collateralized as though they were funded advances. During the years ended December 31, 2009, 2008
and 2007, letter of credit fees earned by the Bank totaled approximately $6.1 million, $6.0 million
and $4.1 million, respectively.
Affordable Housing Program (AHP). The Bank offers an AHP as required by the FHLB Act and
in accordance with Finance Agency regulations. The Bank sets aside 10 percent of each years
earnings (as adjusted for interest expense on mandatorily redeemable capital stock) for its AHP,
which provides grants for projects that facilitate development of rental and owner-occupied housing
for low-income households. The calculation of the amount to be set aside is further discussed
below in the section entitled REFCORP and AHP Assessments. Historically, the Bank has conducted
two competitive application processes each year to allocate the AHP funds set aside from the prior
years earnings; beginning in 2010, the Bank will only conduct one competitive application process.
Applications submitted by Bank members and their community partners during these funding rounds
are scored in accordance with Finance Agency regulations and the Banks AHP Implementation Plan.
The highest scoring proposals are approved to receive funds, which are disbursed upon receipt of
documentation that the projects are progressing as specified in the original applications or in
approved modifications thereto.
Correspondent Banking and Collateral Services. The Bank provides its members with a
variety of correspondent banking and collateral services. These services include overnight and
term deposit accounts, wire transfer services, reserve pass-through and settlement services,
securities safekeeping and securities pledging services. In the aggregate, correspondent banking
and collateral services generated fee income for the Bank of $3.1 million, $3.5 million and $3.7
million during the years ended December 31, 2009, 2008 and 2007, respectively.
SecureConnect. The Bank provides secure on-line access to many of its products, services
and reports through SecureConnect, a proprietary secure on-line product delivery system. A
substantial portion of the Banks advances and wire transfers are initiated by members through
SecureConnect. In addition, a large proportion of account statements and other reports are made
available through SecureConnect. Further, members may manage securities held in safekeeping by the
Bank and participate in auctions for Bank advances and deposits through SecureConnect.
AssetConnection®. The Bank has an electronic communications system, known as
AssetConnection®, that was developed to facilitate the transfer of financial and other assets among
member institutions. AssetConnection is a registered trademark of the Bank. Types of assets
that may be transferred include mortgage and other secured loans or loan participations. The
purpose of this system is to enhance the liquidity of mortgage loans and other assets by providing
a mechanism to balance the needs of those member institutions with excess loan capacity and those
with more asset demand than capacity.
AssetConnection is a listing service that allows member institutions to list assets available for
sale or interests in assets to purchase. In this form, the Bank does not take a position in any of
the assets listed, nor does the Bank offer any form of endorsement or guarantee related to the
assets being listed. All transactions must be negotiated and consummated between principals. To
date, a limited number of assets have been listed for sale through AssetConnection and several
members have accessed the system in search of assets to purchase. If members ultimately find the
services available through AssetConnection to be of value to their institutions, it could provide
an additional source of fee income for the Bank.
Interest Rate Swaps, Caps and Floors. On July 1, 2008, the Bank began offering interest
rate swaps, caps and floors to its member institutions. 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 Banks approved
derivative counterparties. In order to be eligible, a member must have executed a master swap
agreement with the Bank. The Bank requires the member to post eligible collateral in an amount
equal to the sum of the net market value of the members derivative transactions with the Bank (if
the value
8
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 December 31, 2009 and 2008, the total
notional amount of interest rate exchange agreements with members totaled $12.1 million and $3.5
million, respectively.
Standby Bond Purchase Agreements. In October 2009, the Bank received approval from the
Finance Agency to begin offering standby bond purchase services to state housing finance agencies
within its district. In these transactions, in order to enhance the liquidity of bonds issued by a
state housing finance agency, the Bank, for a fee, agrees to stand ready to purchase, in certain
circumstances specified in the standby agreement, a housing authoritys bonds that the remarketing
agent for the bonds is unable to sell. The specific terms for any bonds purchased by the Bank would
be specified in the standby bond purchase agreement entered into by the Bank and the state housing
finance agency. The Bank would reserve the right to sell any bonds it purchased at any time,
subject to any conditions the Bank might agree to in the standby bond purchase agreement. To date,
the Bank has not entered into any standby bond purchase agreements.
Investment Activities
The Bank maintains a portfolio of investments to enhance interest income and meet liquidity needs.
In addition, as discussed in Item 7 Managements Discussion and Analysis of Financial Condition
and Results of Operations Liquidity and Capital Resources, the Bank is required to meet certain
regulatory liquidity requirements. To ensure the availability of funds to meet members credit
needs and its other general and regulatory liquidity requirements, the Bank maintains a portfolio
of short-term, unsecured investments issued by highly rated institutions, including overnight
federal funds and, on occasion, short-term commercial paper. At December 31, 2009, the Banks
short-term investments were comprised solely of $2.1 billion of overnight federal funds sold to
domestic counterparties.
To enhance interest income, the Bank maintains a long-term investment portfolio, which currently
includes mortgage-backed securities (MBS) issued by United States government agencies or
government-sponsored enterprises (e.g., Fannie Mae and Freddie Mac), non-agency (or private label)
residential and commercial MBS, and non-MBS investments either guaranteed by the United States
government or issued by state housing agencies. The interest rate and prepayment risk inherent in
the MBS is managed though a variety of debt and interest rate derivative instruments. As of
December 31, 2009 and 2008, the composition of the Banks long-term investment portfolio was as
follows (dollars in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2009 |
|
|
2008 |
|
|
|
Amortized |
|
|
|
|
|
|
Amortized |
|
|
|
|
|
|
Cost |
|
|
Percentage |
|
|
Cost |
|
|
Percentage |
|
Government-sponsored enterprise MBS |
|
$ |
10,838 |
|
|
|
94.3 |
% |
|
$ |
10,729 |
|
|
|
90.7 |
% |
Non-agency residential MBS |
|
|
511 |
|
|
|
4.5 |
|
|
|
677 |
|
|
|
5.7 |
|
Non-agency commercial MBS |
|
|
56 |
|
|
|
0.5 |
|
|
|
327 |
|
|
|
2.8 |
|
Other |
|
|
86 |
|
|
|
0.7 |
|
|
|
98 |
|
|
|
0.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
11,491 |
|
|
|
100.0 |
% |
|
$ |
11,831 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
The Banks non-agency residential MBS (RMBS) are collateralized by whole mortgage loans that
generally do not conform to government-sponsored agency pooling requirements and its non-agency
commercial MBS (CMBS) are collateralized by loans secured by commercial real estate. The Banks
non-agency MBS investments are all self-insured by a senior/subordinate structure in which the
subordinate classes of securities provide credit support for the most senior class of securities,
an interest in which is owned by the Bank. Losses in the underlying loan pool would generally have
to exceed the credit support provided by the subordinate classes of securities before the most
senior class of securities would experience any credit losses. If the Banks cash flow analyses
indicate that it is likely to incur a credit loss on a security, the Bank records an
other-than-temporary impairment loss in the period in which the expected credit loss is identified.
For discussion of the accounting for other-than-temporary impairments of debt securities, see Note
1 to the Banks audited financial statements included in this report.
9
In addition to purchasing securities that were structured to provide the type of credit enhancement
discussed above, the Bank further attempted to reduce the credit risk of its non-agency MBS by
purchasing securities with other risk-reducing attributes. For instance, the Bank purchased RMBS
backed by loan pools that featured a high percentage of relatively small loans, a high percentage
of owner-occupied properties, and relatively low loan-to-value ratios. When purchasing CMBS, the
Bank generally acquired securities backed by relatively small and geographically diverse loans,
diverse loan types and high debt service coverage ratios. None of the Banks investments in
non-agency MBS are insured by third party bond insurers. The risk of future credit losses is also
mitigated to some extent by the seasoning of the loans underlying the Banks non-agency securities.
Except for a single security issued in 2006, all of the Banks RMBS were issued in 2005 or before.
All of the Banks CMBS were issued in 2000. Despite the recent deterioration in the real estate
markets, these risk mitigation strategies have to date helped limit the number of non-agency MBS
the Bank has classified as other-than-temporarily impaired and the amount of credit losses
associated with those securities. For further discussion and analysis of the Banks non-agency MBS,
see Item 7 Managements Discussion and Analysis of Financial Condition and Results of Operations
Financial Condition Long-Term Investments.
Prior to June 30, 2008, the Bank was precluded from purchasing additional MBS if such purchase
would cause the aggregate book value of its MBS holdings to exceed 300 percent of the Banks total
regulatory capital as of the prior month end. On March 24, 2008, the Board of Directors of the
Finance Board authorized each FHLBank to temporarily invest up to an additional 300 percent of its
total capital in agency mortgage securities. The authorization required, among other things, that
a FHLBank notify the Finance Board (now Finance Agency) prior to its first acquisition under the
expanded authority and include in its notification a description of the risk management practices
underlying its purchases. The expanded authority is limited to MBS issued by, or backed by pools
of mortgages guaranteed by, Fannie Mae or Freddie Mac, including collateralized mortgage
obligations (CMOs) or real estate mortgage investment conduits backed by such MBS. The mortgage
loans underlying any securities that are purchased under this expanded authority must be originated
after January 1, 2008, and underwritten to conform to standards imposed by the federal banking
agencies in the Interagency Guidance on Nontraditional Mortgage Product Risks dated October 4,
2006, and the Statement on Subprime Mortgage Lending dated July 10, 2007.
On April 23, 2008, the Banks Board of Directors authorized an increase in the Banks MBS
investment authority of 100 percent of its total regulatory capital. In accordance with the
provisions of the resolution and Advisory Bulletin 2008-AB-01, Temporary Increase in
Mortgage-Backed Securities Investment Authority dated April 3, 2008 (AB 2008-01), the Bank
notified the Finance Boards Office of Supervision on April 29, 2008 of its intent to exercise the
new investment authority in an amount up to an additional 100 percent of capital. On June 30,
2008, the Office of Supervision approved the Banks submission, thereby raising the Banks MBS
investment authority from 300 percent to 400 percent of its total regulatory capital.
The Banks expanded investment authority granted by this authorization is scheduled to expire on
March 31, 2010, after which the Bank may not purchase additional mortgage securities if such
purchases would cause the aggregate book value of its MBS holdings to exceed an amount equal to 300
percent of its total capital provided, however, that the expiration of the expanded investment
authority will not require the Bank to sell any agency mortgage securities it had purchased in
accordance with the terms of the resolution. The Bank has submitted a request to the Finance Agency
seeking to maintain its investment authority at an amount equal to 400 percent of its total
regulatory capital for a period up to an additional three years. The Bank is unable to predict
whether the Finance Agency will approve this request.
In addition, Finance Agency policy and regulations limit non-MBS obligations of any single
government-sponsored agency to 100 percent of the Banks total capital as of the prior month end at
the time new investments are made.
In accordance with Finance Agency policy and regulations, total capital for purposes of determining
the Banks MBS and non-MBS investment limitations excludes accumulated other comprehensive income
(loss) and includes all amounts paid in for the Banks capital stock regardless of accounting
classification (see Item 7 Managements Discussion and Analysis of Financial Condition and
Results of Operations). The Bank is not required to sell or otherwise reduce any investments that
exceed these regulatory limits due to reductions in capital or changes in value after the
investments are made, but it is precluded from making additional investments that exceed these
limits.
10
The Bank has historically attempted to maintain its investments in MBS close to the regulatory
dollar limit. While the Finance Agency has established limits with respect to the types and
structural characteristics of the FHLBanks MBS investments, the Bank has generally adhered to a
more conservative set of guidelines. In certain cases, the Bank uses interest rate derivatives to
manage prepayment risks and other options embedded in the MBS that it acquires.
Finance Agency regulations include a variety of restrictions and limitations on the FHLBanks
investment activities, including limits on the types, amounts, and maturities of unsecured
investments in private issuers. Finance Agency rules and regulations also prohibit the Bank from
investing in certain types of securities, including:
|
|
|
instruments, such as common stock, that represent an ownership interest in an entity,
other than stock in small business investment companies, or certain investments targeted to
low-income persons or communities; |
|
|
|
instruments issued by non-United States entities, other than those issued by United
States branches and agency offices of foreign commercial banks; |
|
|
|
non-investment grade debt instruments, other than certain investments targeted to
low-income persons or communities and instruments that were downgraded after purchase by
the Bank; |
|
|
|
whole mortgages or other whole loans, other than 1) those acquired by the Bank through a
duly authorized Acquired Member Assets program such as the Mortgage Partnership Finance®
Program; 2) certain investments targeted to low-income persons or communities; 3) certain
marketable direct obligations of state, local, or tribal government units or agencies,
having at least the second highest credit rating from an NRSRO; 4) MBS or asset-backed
securities backed by manufactured housing loans or home equity loans; and 5) certain
foreign housing loans authorized under Section 12(b) of the FHLB Act; |
|
|
|
non-U.S. dollar denominated securities; |
|
|
|
interest-only or principal-only stripped MBS; |
|
|
|
residual-interest or interest-accrual classes of CMOs and real estate mortgage
investment conduits; and |
|
|
|
fixed rate MBS or floating rate MBS that, on trade date, are at rates equal to their
contractual cap and that have average lives that vary by more than 6 years under an assumed
instantaneous interest rate change of 300 basis points. |
Acquired Member Assets (AMA)
Through July 31, 2008, the Bank offered its members the ability to participate in the Mortgage
Partnership Finance® (MPF®) Program developed and managed by the Federal Home Loan Bank of Chicago
(the FHLBank of Chicago). Mortgage Partnership Finance and MPF are registered trademarks of
the FHLBank of Chicago. Under the MPF Program, one or more FHLBanks acquired fixed rate,
conforming mortgage loans originated by their member institutions that participated in the MPF
Program (Participating Financial Institutions or PFIs). PFIs are paid a fee by the purchasing
FHLBank for assuming a portion of the credit risk of the mortgages delivered to the FHLBank, while
the FHLBank assumes the interest rate risk of holding the mortgages in its portfolio as well as a
portion of the credit risk. PFIs delivered loans pursuant to the terms of master commitment
agreements (MCs) entered into by the FHLBank and the PFI and acknowledged and approved by the
FHLBank of Chicago. Under the terms of the MCs, a PFI could either deliver loans that the PFI had
already closed in its own name and transferred to the FHLBank or, as agent for the FHLBank, close
loans directly in the name of the FHLBank (collectively, Program Loans). Program Loans are owned
directly by the FHLBank and are not held through a trust or any other conduit entity. Title to
Program Loans is in the name of the purchasing FHLBank, subject to the participation interests in
such loans that the FHLBank may have sold to the FHLBank of Chicago.
11
From 1998 to mid-2003, the Bank generally retained an interest in the Program Loans it acquired
from its PFIs under the MPF Program pursuant to the terms of an investment and services agreement
between the FHLBank of Chicago and the Bank. Under this agreement, the Bank retained title to the
Program Loans, subject to any participation interest in such loans that was sold to the FHLBank of
Chicago. The FHLBank of Chicagos participation interest in Program Loans reduced the Banks
beneficial interest in such loans. The Banks purchase of Program Loans from PFIs and its sale of
participation interests to the FHLBank of Chicago occurred simultaneously and at the same price.
The interest in the Program Loans retained by the Bank during this period ranged from a low of 1
percent to a maximum of 49 percent. During the period from 1998 to 2000, the Bank also acquired
from the FHLBank of Chicago a percentage interest (ranging up to 75 percent) in certain MPF loans
originated by PFIs of other FHLBanks.
On December 5, 2002, the Bank and the FHLBank of Chicago entered into a new investment and services
agreement with respect to Program Loans delivered under MCs entered into on or after December 5,
2002. The new agreement provided that the FHLBank of Chicago would assume all rights and
obligations of the Bank under each MC with the Banks PFIs and would acquire directly from such
PFIs the Program Loans. The Bank had no obligation to its PFIs to purchase Program Loans or
perform any other obligation under an MC that had been assumed by the FHLBank of Chicago. Under
such MCs, the FHLBank of Chicago purchased Program Loans directly from the Banks PFIs. Under the
new agreement, the FHLBank of Chicago was obligated to pay to the Bank a participation fee equal to
a percentage of the dollar volume of Program Loans delivered by the Banks PFIs. Pursuant to an
amendment to the original agreement entered into on June 23, 2003, the Bank and the FHLBank of
Chicago agreed to extend the terms of the new agreement to Program Loans delivered pursuant to MCs
entered into prior to December 5, 2002.
On April 23, 2008, the FHLBank of Chicago announced that it would no longer enter into new MCs or
renew existing MCs to purchase mortgage loans from FHLBank members under the MPF Program. In its announcement, the FHLBank of Chicago indicated that it would acquire loans
through July 31, 2008 and, as a result, it would only enter into new delivery commitments under
existing MCs that funded no later than that date. In addition, the FHLBank of Chicago indicated
that it would continue to provide programmatic and operational support for loans already purchased
through the program. As a result of this action and the Banks decision not to acquire any of the
mortgage loans that would have been delivered to the FHLBank of Chicago under the terms of its
previous arrangement, the Bank expects the balance of its mortgage loan portfolio to continue to
decline as a result of principal amortization and loan payoffs. In addition, after July 31, 2008,
the Bank no longer receives participation fees from the FHLBank of Chicago.
As of December 31, 2009, MPF loans held for portfolio (net of allowance for credit losses) were
$260 million, representing approximately 0.4 percent of the Banks total assets. As of December
31, 2008 and 2007, MPF loans held for portfolio (net of allowance for credit losses) represented
approximately 0.4 percent and 0.6 percent, respectively, of the Banks total assets.
Funding Sources
General. The principal funding source for the Bank is consolidated obligations issued in
the capital markets through the Office of Finance. Member deposits and the proceeds from the
issuance of capital stock are also funding sources for the Bank. Consolidated obligations consist
of consolidated obligation bonds and consolidated obligation discount notes. Generally, discount
notes are consolidated obligations with maturities of one year or less, and consolidated obligation
bonds have maturities in excess of one year.
The Bank determines its participation in the issuance of consolidated obligations based upon, among
other things, its own funding and operating requirements and the amounts, maturities, rates of
interest and other terms available in the marketplace. The issuance terms for consolidated
obligations are established by the Office of Finance, subject to policies established by its board
of directors and the regulations of the Finance Agency. In addition, the Government Corporation
Control Act provides that, before a government corporation issues and offers obligations to the
public, the U.S. Secretary of the Treasury shall prescribe the form, denomination, maturity,
interest rate, and conditions of the obligations, the way and time issued, and the selling price.
12
Consolidated obligation bonds satisfy long-term funding needs. Typically, the maturities of these
securities range from 1 to 20 years, but their maturities are not subject to any statutory or
regulatory limit. Consolidated obligation bonds can be fixed or variable rate and may be callable
or non-callable.
Consolidated obligation bonds are issued and distributed through negotiated or competitively bid
transactions with approved underwriters or selling group members. The Bank receives 100 percent of
the proceeds of bonds issued through direct negotiation with underwriters of System debt when it is
the sole primary obligor on consolidated obligation bonds. When the Bank and one or more other
FHLBanks jointly agree to the issuance of bonds directly negotiated with underwriters, the Bank
receives the portion of the proceeds of the bonds agreed upon with the other FHLBanks; in those
cases, the Bank is the primary obligor for a pro rata portion of the bonds based on the proceeds it
receives. In these cases, the Bank records on its balance sheet only that portion of the bonds for
which it is the primary obligor. The majority of the Banks consolidated obligation bond issuance
has been conducted through direct negotiation with underwriters of System debt, and a majority of
that issuance has been without participation by the other FHLBanks.
The Bank may also request that specific amounts of specific bonds be offered by the Office of
Finance for sale through competitive auction conducted with underwriters in a bond selling group.
One or more other FHLBanks may also request that amounts of these same bonds be offered for sale
for their benefit through the same auction. The Bank may receive from zero to 100 percent of the
proceeds of the bonds issued through competitive auction depending on the amounts and costs for the
bonds bid by underwriters, the maximum costs the Bank or other FHLBanks, if any, participating in
the same issue are willing to pay for the bonds, and Office of Finance guidelines for allocation of
bond proceeds among multiple participating FHLBanks.
Consolidated obligation discount notes are a significant funding source for money market
instruments and for advances with short-term maturities or repricing frequencies of less than one
year. Discount notes are sold at a discount and mature at par, and are offered daily through a
consolidated obligation discount notes selling group and through other authorized underwriters.
On a daily basis, the Bank may request that specific amounts of consolidated obligation discount
notes with specific maturity dates be offered by the Office of Finance at a specific cost for sale
to underwriters in the discount note selling group. One or more other FHLBanks may also request
that amounts of discount notes with the same maturities be offered for sale for their benefit on
the same day. The Office of Finance commits to issue discount notes on behalf of the participating
FHLBanks when underwriters in the selling group submit orders for the specific discount notes
offered for sale. The Bank may receive from zero to 100 percent of the proceeds of the discount
notes issued through this sales process depending on the maximum costs the Bank or other FHLBanks,
if any, participating in the same discount notes are willing to pay for the discount notes, the
amounts of orders for the discount notes submitted by underwriters, and Office of Finance
guidelines for allocation of discount notes proceeds among multiple participating FHLBanks. Under
the Office of Finance guidelines, FHLBanks generally receive funding on a first-come-first-serve
basis subject to threshold limits within each category of discount notes. For overnight discount
notes, sales are allocated to the FHLBanks in lots of $250 million. For all other discount note
maturities, sales are allocated in lots of $50 million. Within each category of discount notes,
the allocation process is repeated until all orders are filled or canceled.
Twice weekly, the Bank may also request that specific amounts of consolidated obligation discount
notes with fixed maturity dates ranging from 4 to 26 weeks be offered by the Office of Finance
through competitive auctions conducted with underwriters in the discount note selling group. One
or more other FHLBanks may also request that amounts of those same discount notes be offered for
sale for their benefit through the same auction. The discount notes offered for sale through
competitive auction are not subject to a limit on the maximum costs the FHLBanks are willing to
pay. The FHLBanks receive funding based on their requests at a weighted average rate of the
winning bids from the dealers. If the bids submitted are less than the total of the FHLBanks
requests, the Bank receives funding based on the ratio of the Banks regulatory capital (defined on
page 92 of this report) relative to the regulatory capital of the other FHLBanks offering discount
notes. The majority of the Banks discount note issuance in maturities of four weeks or longer is
conducted through the auction process. Regardless of the method of issuance, as with consolidated
obligation bonds, the Bank is the primary obligor for the portion of discount notes issued for
which it has received the proceeds.
13
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 obligors 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. In connection with these
transactions, the Bank becomes the primary obligor for the transferred debt.
The Bank participates in such transfers of funding from other FHLBanks when the transfer represents
favorable pricing relative to a new issue of consolidated obligations with similar features. The
Bank did not assume any consolidated obligations from other FHLBanks during the year ended December
31, 2009. During the years ended December 31, 2008 and 2007, the Bank assumed consolidated
obligations from other FHLBanks with par amounts of $136 million and $323 million, respectively.
In addition, the Bank occasionally transfers debt that it no longer needs to other FHLBanks. The
Bank did not transfer any consolidated obligations to other FHLBanks during the year ended December
31, 2009. During the years ended December 31, 2008 and 2007, the Bank transferred consolidated
obligations with an aggregate par amount of $465 million and $461 million, respectively, to other
FHLBanks.
At December 31, 2009, the Bank was the primary obligor on $59.9 billion of consolidated obligations
(at par value), of which $51.2 billion were consolidated obligation bonds and $8.7 billion were
consolidated obligation discount notes.
Joint and Several Liability. Although the Bank is primarily liable only for its portion of
consolidated obligations (i.e., those consolidated obligations issued on its behalf and those that
have been transferred/assumed from other FHLBanks), it is also jointly and severally liable with
the other FHLBanks for the payment of principal and interest on all of the consolidated obligations
issued by the FHLBanks. 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
payment on a consolidated obligation on behalf of another FHLBank, the paying FHLBank shall be
entitled to reimbursement from the FHLBank with primary liability. The FHLBank with primary
liability would have a corresponding liability to reimburse the FHLBank providing assistance to the
extent of such payment and other associated costs (including interest to be determined by the
Finance Agency). However, if the Finance Agency determines that the primarily liable FHLBank 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 FHLBanks 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. Consequently, the Bank has no means to determine how the Finance Agency might
allocate among the other FHLBanks the obligations of a FHLBank that is unable to pay consolidated
obligations for which such FHLBank is primarily liable. In the event the Bank is holding a
consolidated obligation as an investment for which the Finance Agency would allocate liability
among the 12 FHLBanks, the Bank might be exposed to a credit loss to the extent of its share of the
assigned liability for that particular consolidated obligation (the Bank did not hold any
consolidated obligations of other FHLBanks as investments at December 31, 2009). If principal or
interest on any consolidated obligation issued by the FHLBank System is not paid in full when due,
the Bank may not pay dividends to, or repurchase shares of stock from, any shareholder of the Bank.
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 FHLBanks and the Office of Finance entered into the Federal Home Loan Banks P&I Funding
and Contingency Plan Agreement on June 23, 2006. For additional information regarding this
agreement, see Item 7 Managements Discussion and Analysis of Financial Condition and Results of
Operations Liquidity and Capital Resources.
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According to the Office of Finance, the 12 FHLBanks had (at par value) approximately $931 billion,
$1.252 trillion and $1.190 trillion in consolidated obligations outstanding at December 31, 2009,
2008 and 2007, respectively. The Bank was the primary obligor on $59.9 billion, $72.9 billion and
$57.0 billion (at par value), respectively, of these consolidated obligations.
Certification and Reporting Obligations. Under Finance Agency regulations, before the end
of each calendar quarter and before paying any dividends for that quarter, the President and Chief
Executive Officer of the Bank must certify to the Finance Agency that, based upon known current
facts and financial information, the Bank will remain in compliance with its depository and
contingent liquidity requirements and will remain capable of making full and timely payment of all
current obligations (which includes the Banks obligation to pay principal and interest on
consolidated obligations) coming due during the next quarter. The Bank is required to provide
notice to the Finance Agency if it (i) is unable to provide the required certification, (ii)
projects at any time that it will fail to comply with its liquidity requirements or will be unable
to meet all of its current obligations due during the quarter, (iii) actually fails to comply with
its liquidity requirements or to meet all of its current obligations due during the quarter, or
(iv) negotiates to enter into or enters into an agreement with one or more other FHLBanks to obtain
financial assistance to meet its current obligations due during the quarter. The Bank has been in
compliance with the applicable reporting requirements at all times since they became effective in
1999.
A FHLBank must file a consolidated obligation payment plan for Finance Agency approval if (i) the
FHLBank becomes a non-complying FHLBank as a result of failing to provide the required
certification, (ii) the FHLBank becomes a non-complying FHLBank as a result of being required to
provide the notice described above to the Finance Agency, except in the case of a failure to make a
payment on a consolidated obligation caused solely by an external event such as a power failure, or
(iii) the Finance Agency determines that the FHLBank will cease to be in compliance with its
liquidity requirements or will lack the capacity to meet all of its current obligations due during
the quarter.
A non-complying FHLBank is permitted to continue to incur and pay normal operating expenses in the
regular course of business, but may not incur or pay any extraordinary expenses, or declare or pay
dividends, or redeem any capital stock, until such time as the Finance Agency has approved the
FHLBanks consolidated obligation payment plan or inter-FHLBank assistance agreement, or ordered
another remedy, and all of the non-complying FHLBanks direct obligations have been paid.
Negative Pledge Requirements. Each FHLBank must maintain specified assets free from any
lien or pledge in an amount at least equal to its participation in outstanding consolidated
obligations. Eligible assets for this purpose include (i) cash; (ii) obligations of, or fully
guaranteed by, the United States Government; (iii) secured advances; (iv) mortgages having any
guaranty, insurance, or commitment from the United States Government or any related agency; (v)
investments described in Section 16(a) of the FHLB Act, which, among other items, include
securities that a fiduciary or trust fund may purchase under the laws of the state in which the
FHLBank is located; and (vi) other securities that are assigned a rating or assessment by an NRSRO
that is equivalent to or higher than the rating on the FHLBanks consolidated obligations. At
December 31, 2009, 2008 and 2007, the Bank had eligible assets free from pledge of $64.7 billion,
$78.8 billion and $62.9 billion, respectively, compared to its participation in outstanding
consolidated obligations of $59.9 billion, $72.9 billion and $57.0 billion, respectively. In
addition, the Bank was in compliance with its negative pledge requirements at all times during the
years ended December 31, 2009, 2008 and 2007.
Office of Finance. The Office of Finance is a joint office of the 12 FHLBanks that
executes the issuance of consolidated obligations, as agent, on behalf of the FHLBanks.
Established by the Finance Board, the Office of Finance also services all outstanding consolidated
obligation debt, serves as a source of information for the FHLBanks on capital market developments,
manages the FHLBank Systems relationship with rating agencies as it pertains to the consolidated
obligations, and prepares and distributes the annual and quarterly combined financial reports for
the FHLBanks.
The Office
of Finance is currently overseen by a board of directors that consists of three part-time
members appointed by the Finance Agency. Under current Finance Agency regulations, two of these
members are presidents of FHLBanks and the third is a private citizen of the United States with a
demonstrated expertise in financial markets. The private citizen member of the board also serves
as its Chairman. The Banks President and Chief
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Executive Officer has served as a director of the Office of Finance since April 1, 2003 and is
currently serving a third three-year term that is scheduled to expire on March 31, 2012. (For a
discussion of proposed changes to the composition of the Board of Directors of the Office of
Finance and certain of its duties and responsibilities, see the section below entitled Legislative
and Regulatory Developments Other Regulatory Developments Office of Finance.)
One of the responsibilities of the Board of Directors of the Office of Finance is to establish
policies regarding consolidated obligations to ensure that, among other things, such obligations
are issued efficiently and at the lowest all-in funding costs for the FHLBanks over time consistent
with prudent risk management practices and other market and regulatory factors.
The Finance Agency has regulatory oversight and enforcement authority over the Office of Finance
and its directors and officers generally to the same extent as it has such authority over a FHLBank
and its respective directors and officers. The FHLBanks are responsible for jointly funding the
expenses of the Office of Finance, which are shared on a pro rata basis with one-third based on
each FHLBanks total outstanding capital stock (as of the prior month-end, excluding those amounts
classified as mandatorily redeemable), one-third based on each FHLBanks total debt issuance
(during the current month), and one-third based on each FHLBanks total consolidated obligations
outstanding (as of the current month-end).
Through December 31, 2000, consolidated obligations were issued by the Finance Board through the
Office of Finance under the authority of Section 11(c) of the FHLB Act, which provides that debt so
issued is the joint and several obligation of the FHLBanks. Since January 2, 2001, the FHLBanks
have issued consolidated obligations in the name of the FHLBanks through the Office of Finance
under Section 11(a) of the FHLB Act. While the FHLB Act does not impose joint and several
liability on the FHLBanks for debt issued under Section 11(a), the Finance Board determined that
the same rules governing joint and several liability should apply whether consolidated obligations
are issued under Section 11(c) or under Section 11(a). No FHLBank is currently permitted to issue
individual debt under Section 11(a) of the FHLB Act without Finance Agency approval.
Use of Interest Rate Exchange Agreements
Finance Agency regulations authorize and establish general guidelines for the FHLBanks use of
derivative instruments, and the Banks Risk Management Policy establishes specific guidelines for
their use. The Bank can use interest rate swaps, swaptions, cap and floor agreements, calls, puts,
and futures and forward contracts as part of its interest rate risk management and funding
strategies. Regulations prohibit derivative instruments that do not qualify as hedging instruments
pursuant to generally accepted accounting principles unless a non-speculative use is documented.
In general, the Bank uses interest rate exchange agreements in two ways: either by designating
them as a fair value hedge of an underlying financial instrument or by designating them as a hedge
of some defined risk in the course of its balance sheet management. 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, including advances and investments, and/or to adjust the interest
rate sensitivity of advances and 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 and to reduce funding costs.
The Bank frequently enters into interest rate exchange agreements concurrently with the issuance of
consolidated obligations. This strategy of issuing bonds while simultaneously entering into
interest rate exchange agreements enables the Bank to offer a wider range of attractively priced
advances to its members. The attractiveness of such debt depends on yield relationships between
the bond and interest rate exchange markets. As conditions in these markets change, the Bank may
alter the types or terms of the bonds that it issues.
In addition, as discussed in the section above entitled Products and Services, in 2008 the Bank
began offering interest rate swaps, caps and floors to its member institutions. In these
transactions, the Bank acts as an
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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 Banks approved
derivative counterparties.
For further discussion of interest rate exchange agreements, see Item 7 Managements Discussion
and Analysis of Financial Condition and Results of Operations Financial Condition Derivatives
and Hedging Activities.
Competition
Demand for the Banks advances is affected by, among other things, the cost of other available
sources of funds for its members, including deposits. The Bank competes with other suppliers of
wholesale funding, both secured and unsecured, including investment banking concerns, commercial
banks and, in certain circumstances, other FHLBanks. Historically, sources of wholesale funds for
its members have included unsecured long-term debt, unsecured short-term debt such as federal
funds, repurchase agreements and deposits issued into the brokered certificate of deposits market.
The availability of funds through these wholesale funding sources can vary from time to time as a
result of a variety of factors including, among others, market conditions, members
creditworthiness and availability of collateral. The availability of these alternative private
funding sources could significantly influence the demand for the Banks advances. More recently,
the Banks members have also had access to an expanded range of liquidity facilities initiated by
the Federal Reserve Board, the United States Department of the
Treasury (the Treasury) and the FDIC as part of their efforts to support the
financial markets during the recent period of market disruption. These liquidity facilities
included the Term Auction Facility (TAF), the Temporary Liquidity Guarantee Program (TLGP), which
included both the Debt Guarantee Program and the Transaction Account Guarantee Program, and the
increase in the FDIC deposit insurance limit. The availability of these programs to members
contributed to a decline in members demand for advances from the Bank, particularly in the early
part of 2009. TLGP and TAF are currently scheduled to expire in 2010. The increase in the FDIC deposit
insurance limit is scheduled to expire on most accounts in 2013. Prior to their expiration and
depending upon factors such as their relative cost, these programs could continue to influence
demand for the Banks advances. The Bank competes against other financing sources on the basis of
cost, the relative ease by which the members can access the various sources of funds, collateral
requirements, and the flexibility desired by the member when structuring the liability.
As a debt issuer, the Bank competes with Fannie Mae, Freddie Mac and other GSEs, as well as
corporate, sovereign and supranational entities for funds raised in the national and global debt
markets. In the second half of 2008 and early 2009 when the credit market disruption was
particularly acute, certain events combined to limit investor demand for longer term debt
securities, including FHLBank consolidated obligation bonds, and to stimulate demand for high
quality short-term debt instruments such as U.S. Treasury Bills and FHLBank consolidated obligation
discount notes. These events included, but were not limited to, combinations of large commercial
banking and investment banking firms and initiatives by the U.S. and other governments to provide
at least temporary support for the credit markets. Since none of the Banks debt is, directly or
indirectly, guaranteed by the U.S. government, investor preferences for securities other entities
may issue that are guaranteed by the U.S. government could materially limit their demand for the
Banks debt. In this case, increases in the supply of such competing debt products could, in the
absence of increases in demand, result in higher debt costs for the FHLBanks. Although investor
demand for FHLBank debt was sufficient to meet the Banks funding needs throughout the recent
credit market disruption and the Banks access to debt with a wider range of maturities, and the
pricing of those bonds, improved somewhat during the second half of 2009 and early 2010, there can
be no assurance that this will continue to be the case.
Capital
The Banks capital consists of capital stock owned by its members (and, in some cases, non-member
borrowers or former members as described below), plus retained earnings and accumulated other
comprehensive income (loss). From its enactment in 1932, the FHLB Act provided for a
subscription-based capital structure for the FHLBanks that required every member of a FHLBank to
own that FHLBanks capital stock in an amount in proportion to the members mortgage assets and its
borrowing activity with the FHLBank pursuant to a statutory formula. In 1999, the GLB Act replaced
the former subscription capital structure with requirements for total capital, leverage capital and
risk-based capital for the FHLBanks, authorized the issuance of two new classes of capital stock
redeemable with six months notice (Class A stock) or five years notice (Class B stock), and
required each FHLBank to develop
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a new capital plan to replace the previous statutory capital structure. The Bank implemented its
capital plan and converted to its new capital structure on September 2, 2003.
In general, the Banks capital plan requires each member to own Class B stock (redeemable with five
years written notice subject to certain restrictions) in an amount equal to the sum of a
membership stock requirement and an activity-based stock requirement. Specifically, the Banks
capital plan requires members to hold capital stock in proportion to their total asset size and
borrowing activity with the Bank.
The Banks capital stock is not publicly traded and it may be issued, repurchased, redeemed and,
with the prior approval of the Bank, transferred only at its par value. In addition, the Banks
capital stock may only be issued to and held by members of the Bank or by former members of the
Bank or institutions that acquire members of the Bank and that retain stock in accordance with the
Banks capital plan. For more information about the Banks capital stock, see Item 11 -
Description of Registrants Securities to be Registered in the Banks Amended Registration
Statement on Form 10 filed with the SEC on April 14, 2006 (the Amended Form 10). For more
information about the Banks minimum capital requirements, see Item 7 Managements Discussion
and Analysis of Financial Condition and Results of Operations Risk-Based Capital Rules and Other
Capital Requirements.
Retained Earnings. In August 2003, the Finance Board issued a directive that encouraged
all 12 FHLBanks to establish retained earnings targets and to specify the priority for increasing
retained earnings relative to paying dividends. On February 27, 2004, the Banks Board of
Directors adopted a retained earnings policy. Currently, the policy calls for the Bank to maintain
retained earnings in an amount sufficient to protect against potential identified accounting or
economic losses due to specified interest rate, credit and operations risks. The Banks Board of
Directors reviews the Banks retained earnings targets at least annually under an analytic
framework that takes into account sources of potential realized and unrealized losses, including
potential loss distributions for each, and revises the targets as appropriate. The Banks current
retained earnings policy target is described in Item 7 Managements Discussion and Analysis of
Financial Condition and Results of Operations Financial Condition Retained Earnings and
Dividends.
Dividends. Subject to the FHLB Act, Finance Agency regulations and other Finance Agency
directives, the Bank pays dividends to holders of its capital stock quarterly or as otherwise
determined by its Board of Directors. Dividends may be paid in the form of cash or capital stock
as authorized by the Banks Board of Directors, and are paid at the same rate on all shares of the
Banks capital stock regardless of their classification for accounting purposes. The Bank is
permitted by statute and regulation to pay dividends only from previously retained earnings or
current net earnings.
The Bank defines its core earnings as 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 related to derivatives and hedging
activities (except for net interest payments associated with the derivatives); and (5) realized
gains and losses associated with early terminations of derivative transactions. Because the Banks
core earnings generally track short-term interest rates, 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. The Bank generally pays dividends in the form of capital stock. When dividends are
paid, capital stock is issued in full shares and any fractional shares are paid in cash. For a
more detailed discussion of the Banks dividend policy and the restrictions relating to its payment
of dividends, see Item 5 Market for Registrants Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities and Item 7 Managements Discussion and Analysis of
Financial Condition and Results of Operations.
Legislative and Regulatory Developments
Housing and Economic Recovery Act
On July 30, 2008, the President of the United States signed into law the Housing and Economic
Recovery Act of 2008. As more fully discussed below, among other things, this legislation:
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established the Finance Agency effective on the date of enactment of the HER Act to
regulate (i) Fannie Mae and Freddie Mac (collectively, the Enterprises), (ii) the
FHLBanks (together with the Enterprises, the Regulated Entities) and (iii) the Office of
Finance; |
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eliminated the Office of Federal Housing Enterprise Oversight (OFHEO) and the Finance
Board no later than one year after enactment and restricted their activities during such
period to those necessary to wind up their affairs (on October 27, 2008, the Finance Agency
announced that the formal integration of OFHEO and the Finance Board into the Finance
Agency had been completed); |
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established a director (Director) of the Finance Agency with broad authority over the
Regulated Entities; |
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amended certain aspects of the FHLBanks corporate governance; |
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authorizes voluntary mergers of FHLBanks with the approval of the Director and permits
the Director to liquidate a FHLBank; |
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made, or requires the Director to study and report on, other changes regarding the
membership and activities of the FHLBanks; |
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provides that all regulations, orders, directives and determinations issued by the
Finance Board and OFHEO prior to enactment of the HER Act immediately transfer to the
Finance Agency and remain in force unless modified, terminated, or set aside by the
Director; and |
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granted the Secretary of the Treasury the temporary authority (through December 31, 2009
and subject to certain conditions) to purchase obligations and other securities issued by
Fannie Mae, Freddie Mac, and the FHLBanks. |
The HER Act requires the Finance Agency to issue a number of regulations, orders and reports. Since
the enactment of the HER Act, the Finance Agency has issued certain of these regulations, orders
and reports, some of which have not yet been finalized. Some of the more significant provisions of
the HER Act, and the status of any actions required to be taken by the Finance Agency with respect
thereto, are summarized below. The full effect of this legislation on the Bank and its activities
will become known only after all of the required regulations, orders, and reports are issued and
finalized.
Structure of the Finance Agency
The Director of the Finance Agency is appointed by the President of the United States and confirmed
by the Senate, and serves a five-year term. He or she may be removed only for cause. The HER Act
provided that the Director of OFHEO at the time of enactment would serve as the Director of the
Finance Agency until a permanent Director was appointed and confirmed. James Lockhart, the Director
of OFHEO at the time of enactment of the HER Act, served as Director of the Finance Agency until
his resignation in August 2009. Currently, Edward DeMarco, formerly Chief Operating Officer and
Senior Deputy Director for Housing Mission and Goals for the Finance Agency, is serving as the
Acting Director. At the date of this report, a permanent Director has not yet been appointed and
confirmed.
The HER Act provides for three Deputy Directors of the Finance Agency. The Deputy Director of the
Division of Enterprise Regulation is responsible for the safety and soundness regulation of Fannie
Mae and Freddie Mac. The Deputy Director of the Division of FHLBank Regulation is responsible for
the safety and soundness regulation of the FHLBanks. Finally, the Deputy Director for Housing
Mission and Goals oversees the housing mission and goals of the Enterprises and the community and
economic development mission of the FHLBanks.
The Director of the Finance Agency, the Secretary of the Treasury, the Secretary of the Department
of Housing and Urban Development, and the Chairman of the SEC constitute the Federal Housing
Finance Oversight Board, and the Director serves as the chair of and consults with this board,
which has no executive authority.
Finance Agency Assessments
The Finance Agency is funded entirely by assessments from the Regulated Entities. On September 30,
2008, the Finance Agency adopted a final rule establishing policy and procedures for the Finance
Agency to impose assessments on the Regulated Entities (the Assessments Rule). Pursuant to the
Assessments Rule, the Director allocates the annual assessment between the Enterprises and the
FHLBanks, with the FHLBanks paying proportional shares of the assessment sufficient to provide for
payment of the costs and expenses relating to the FHLBanks, as
19
determined by the Director. Each FHLBank is required to pay a pro rata share of the annual
assessment allocated to the FHLBanks based on the ratio between the FHLBanks minimum required
regulatory capital and the aggregate minimum required regulatory capital of all FHLBanks. A
FHLBanks minimum required regulatory capital is the highest amount of capital necessary for a
FHLBank to comply with any of the capital requirements established by the Director and applicable
to the FHLBank.
The Director may, at his or her discretion, increase the amount of a Regulated Entitys assessment
(i) if the Regulated Entity is not classified as adequately capitalized (to pay additional
estimated costs of regulation of that Regulated Entity) or (ii) to cover costs of enforcement
activities related to that Regulated Entity. The Director may also, at any time, collect an
additional assessment from a Regulated Entity to otherwise cover the estimated amount of any
deficiency as a result of increased costs of regulation of a Regulated Entity. The Director may
require the Regulated Entity to pay such additional assessment immediately, rather than through an
increase of the Regulated Entitys next required payment. The Director may assess interest and
penalties on any delinquent assessment payment and may enforce an assessment payment through a
cease-and-desist proceeding or through civil money penalties.
Authority of the Director
The Director has broad authority to regulate the Regulated Entities, including the authority to set
capital requirements, seek prompt corrective action, bring enforcement actions, put a Regulated
Entity into receivership, and levy fines against the Regulated Entities and entity-affiliated
parties. The HER Act defines an entity-affiliated party to include (i) officers, directors,
employees, agents, and controlling shareholders of a Regulated Entity; (ii) any shareholder,
affiliate, consultant, joint venture partner, and any other person that the Director determines
participates in the conduct of the Regulated Entitys affairs; (iii) any independent contractor of
a Regulated Entity that knowingly or recklessly participates in any violation of law or regulation,
any breach of fiduciary duty, or any unsafe or unsound practice; (iv) any not-for-profit
corporation that receives its principal funding, on an ongoing basis, from any Regulated Entity;
and (v) the Office of Finance.
In connection with this authority, on January 30, 2009, the Finance Agency adopted an interim final
rule establishing capital classifications and critical capital levels for the FHLBanks (the
Capital Classification Regulation). On August 4, 2009, the Finance Agency adopted the interim
final rule as a final regulation, subject to amendments meant to clarify certain provisions. On
February 8, 2010, the Finance Agency issued a proposed rule with request for comment setting forth
standards and procedures that the Director would apply in determining whether to impose a temporary
increase in the minimum capital level of a FHLBank. Comments on the proposed rule may be submitted
to the Finance Agency through April 9, 2010. For additional information regarding the Capital
Classification Regulation and the Banks capital requirements, see Item 7 Managements
Discussion and Analysis of Financial Condition and Results of Operations Risk-Based Capital
Rules and Other Capital Requirements.
Executive Compensation
The HER Act requires the Director to prohibit a FHLBank from providing compensation to its
executive officers that is not reasonable and comparable with compensation for employees in similar
businesses involving similar duties and responsibilities. Through December 31, 2009, the Director
had additional authority in certain circumstances to approve, disapprove or modify the compensation
of executives of the Regulated Entities. Pursuant to the Capital Classification Regulation, if a
FHLBank is undercapitalized, the Director may also restrict executive officer compensation. The
Capital Classification Regulation defines executive officer to include (i) the named executive
officers identified in a FHLBanks Annual Report on Form 10-K, (ii) other executives of a FHLBank
who occupy certain positions or who are in charge of certain subject areas and (iii) any other
individual, without regard to title, who is in charge of a principal business unit, division or
function or who reports directly to a FHLBanks chairman, vice chairman, president or chief
operating officer.
On June 5, 2009, the Finance Agency issued a proposed rule to set forth requirements and processes
with respect to compensation provided to executive officers by a FHLBank. Comments on the proposed
rule could be submitted to the Finance Agency through August 4, 2009.
20
If adopted as proposed, the proposed rule would allow the Director to review the compensation
arrangements for any executive officer of a FHLBank at any time. The proposed rule would define
executive officer as the Capital Classification Regulation does (as set forth above). The
Director could prohibit the FHLBank, and the FHLBank would be prohibited, from providing
compensation to any such executive officer that is not reasonable and comparable with compensation
for employees in other similar businesses involving similar duties and responsibilities. In
determining whether such compensation is reasonable and comparable, the Director could consider any
factors the Director considered relevant (including any wrongdoing on the part of the executive
officer). However, the Director would not be able to prescribe or set a specified level or range
of compensation.
With respect to compensation under review by the Director, the Directors prior approval would be
required for (i) a written arrangement that provided an executive officer a term of employment of
more than six months or that provided compensation in connection with termination of employment,
(ii) annual compensation, bonuses and other incentive pay of a FHLBanks president and (iii)
compensation paid to an executive officer, if the Director provided notice that the compensation of
such executive officer would be subject to a specific review by the Director.
On October 27, 2009, the Finance Agency issued Advisory Bulletin 2009-AB-02, Principles for
Executive Compensation at the Federal Home Loan Banks and the Office of Finance (AB 2009-02).
In AB 2009-02, the Finance Agency outlines several principles for sound incentive compensation
practices to which the FHLBanks should adhere in setting executive compensation policies and
practices. Those principles are (i) executive compensation must be reasonable and comparable to
that offered to executives in similar positions at other comparable financial institutions, (ii)
executive incentive compensation should be consistent with sound risk management and preservation
of the par value of a FHLBanks capital stock, (iii) a significant percentage of an executives
incentive-based compensation should be tied to longer-term performance and outcome-indicators, (iv)
a significant percentage of an executives incentive-based compensation should be deferred and made
contingent upon performance over several years and (v) the board of directors of each FHLBank and
the Office of Finance should promote accountability and transparency in the process of setting
compensation. In evaluating compensation at the FHLBanks, the Director will consider the extent to
which an executives compensation is consistent with the above principles.
Indemnification Payments and Golden Parachute Payments
The Director may also prohibit or limit, by regulation or order, any indemnification payment or
golden parachute payment. In September 2008, the Finance Agency issued an interim final regulation
relating to golden parachute payments (the Golden Parachute Regulation) and indicated it would
publish a separate rulemaking relating to indemnification payments in the future. On January 29,
2009, the Finance Agency issued a final rule setting forth the factors to be considered by the
Director in carrying out his or her authority to limit golden parachute payments to
entity-affiliated parties (which factors are discussed below).
The Golden Parachute Regulation defines a golden parachute payment as any payment (or any
agreement to make any payment) in the nature of compensation by any Regulated Entity for the
benefit of any current entity-affiliated party that (i) is contingent on, or by its terms is
payable on or after, the termination of such partys primary employment or affiliation with the
Regulated Entity and (ii) is received on or after the date on which one of the following events
occurs (a triggering event): (a) the Regulated Entity became insolvent; (b) any conservator or
receiver is appointed for the Regulated Entity; or (c) the Director determines that the Regulated
Entity is in a troubled condition. Additionally, any payment that would be a golden parachute
payment but for the fact that such payment was made before the date that a triggering event
occurred will be treated as a golden parachute payment if the payment was made in contemplation of
the triggering event.
The following types of payments are excluded from the definition of golden parachute payment
under the Golden Parachute Regulation: (i) any payment made pursuant to a retirement plan that is
qualified (or is intended within a reasonable period of time to be qualified) under section 401 of
the Internal Revenue Code of 1986 or pursuant to a pension or other retirement plan that is
governed by the laws of any foreign country; (ii) any payment made pursuant to a bona fide deferred
compensation plan or arrangement that the Director determines, by regulation or order, to be
permissible; or (iii) any payment made by reason of death or by reason of termination caused by the
disability of an entity-affiliated party.
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In determining whether to prohibit or limit a golden parachute payment, the Golden Parachute
Regulation requires the Director to consider the following factors: (i) whether there is a
reasonable basis to believe that an entity-affiliated party has committed any fraudulent act or
omission, breach of trust or fiduciary duty, or insider abuse with regard to the Regulated Entity
that has had a material effect on the financial condition of the Regulated Entity; (ii) whether
there is a reasonable basis to believe that the entity-affiliated party is substantially
responsible for the insolvency of the Regulated Entity, or the troubled condition of the Regulated
Entity; (iii) whether there is a reasonable basis to believe that the entity-affiliated party has
materially violated any applicable provision of Federal or State law or regulation that has had a
material effect on the financial condition of the Regulated Entity; (iv) whether the
entity-affiliated party was in a position of managerial or fiduciary responsibility; (v) the length
of time that the party was affiliated with the Regulated Entity, and the degree to which the
payment reasonably reflects compensation earned over the period of employment and the compensation
involved represents a reasonable payment for services rendered; and (vi) any other factor the
Director determines is relevant to the facts and circumstances surrounding the golden parachute
payment, including any fraudulent act or omission, breach of fiduciary duty, violation of law,
rule, regulation, order or written agreement, and the level of willful misconduct, breach of
fiduciary duty, and malfeasance on the part of an entity-affiliated party.
On November 14, 2008, the Finance Agency proposed to amend the Golden Parachute Regulation to
include provisions addressing prohibited and permissible indemnification payments in the event the
Finance Agency were to institute an administrative proceeding or civil action through issuance of a
notice of charges under regulations issued by the Director. The Finance Agency accepted comments on
these proposed amendments that were received on or before December 29, 2008.
On June 29, 2009, the Finance Agency issued a proposed rule to amend further the Golden Parachute
Regulation to address in more detail prohibited and permissible indemnification payments and golden
parachute payments. Comments on the proposed rule could be submitted to the Finance Agency through
July 29, 2009.
With respect to indemnification payments, the proposed rule essentially re-proposed the November
14, 2008 amendments to the Golden Parachute Regulation. The proposed rule would delete one
provision contained in the earlier proposed amendments, which provided that claims for employee
welfare benefits or other benefits that are contingent, even if otherwise vested, when a receiver
is appointed for any Regulated Entity, including any contingency for termination of employment,
would not be provable claims or actual, direct compensatory damage claims against such receiver.
In addition to the payments described above that are excluded from the definition of golden
parachute payment, the proposed rule would specify that golden parachute payment also does not
include (i) any payment made pursuant to a benefit plan as defined in the proposed rule (which
includes employee welfare benefit plans as defined in section 3(1) of the Employee Retirement
Income Security Act of 1974); (ii) any payment made pursuant to a nondiscriminatory severance pay
plan or arrangement that provides for payment of severance benefits of generally no more than 12
months prior base compensation to all eligible employees upon involuntary termination other than
for cause, voluntary resignation, or early retirement, subject to certain exceptions; (iii) any
severance or similar payment that is required to be made pursuant to a state statute or foreign law
that is applicable to all employers within the appropriate jurisdiction (with the exception of
employers that may be exempt due to their small number of employees or other similar criteria); or
(iv) any other payment that the Director determines to be permissible. The proposed rule would
also define bona fide deferred compensation plan or arrangement to clarify when a payment made
pursuant to a deferred compensation plan or arrangement would be excluded from the definition of
golden parachute payment.
The proposed rule would extend the prohibition against certain golden parachute payments to former
entity-affiliated parties. With respect to potentially prohibited golden parachute payments, a
Regulated Entity could agree to make or could make a golden parachute payment if (i) the Director
determined that such a payment or agreement was permissible; (ii) such an agreement was made in
order to hire a person to become an entity-affiliated party when the Regulated Entity was
insolvent, had a conservator or receiver appointed for it, or was in a troubled condition (or the
person was being hired in an effort to prevent one of these conditions from occurring), and the
Director consented in writing to the amount and terms of the golden parachute payment; or (iii)
with the Directors consent, such a payment was made pursuant to an agreement that provided for a
reasonable severance payment, not to exceed 12 months salary, to an entity-affiliated party in the
event of a change in control of the Regulated Entity.
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In the preamble to the proposed rule, the Finance Agency stated that it intends that the proposed
amendments would apply to agreements entered into by a Regulated Entity with an entity-affiliated
party on or after the date the regulation is effective. As discussed in Item 11 Executive
Compensation, the Bank has entered into employment agreements with each of its named executive
officers. If the Finance Agency issued a final rule that applied the provisions of the proposed
amendments to agreements in existence before the date the final rule was effective (which would
include the Banks existing employment agreements), the effect of the proposed amendments would be
to reduce payments that might otherwise be payable to those named executive officers.
Differences between the Enterprises and FHLBanks
The HER Act requires the Director, before issuing any new regulation or taking other agency action
of general applicability and future effect relating to the FHLBanks, to take into account the
differences between the Enterprises and the FHLBanks with respect to the FHLBanks (i) cooperative
ownership structure, (ii) mission of providing liquidity to members, (iii) affordable housing and
community development mission, (iv) capital structure and (v) joint and several liability, as well
as any other differences that the Director considers appropriate.
Corporate Governance of the FHLBanks
Under the HER Act, each FHLBank is governed by a board of directors of 13 persons or so many
persons as the Director may determine. The HER Act divides directors of FHLBanks into two classes.
The first class is comprised of member directors who are elected by the member institutions of
each state in the FHLBanks district to represent that state. The second class is comprised of
independent directors who are nominated by a FHLBanks board of directors, after consultation
with its affordable housing Advisory Council, and elected by the FHLBanks members at-large.
On September 26, 2008, the Finance Agency issued an interim final rule with request for comments
regarding the eligibility and election of individuals to serve on the boards of directors of the
FHLBanks. On October 7, 2009, the Finance Agency issued a final rule, effective November 6, 2009,
regarding the eligibility and election of FHLBank directors. For information regarding the
eligibility and election of the Banks Board of Directors, see Item 10 Directors, Executive
Officers and Corporate Governance.
FHLBank Directors Compensation and Expenses
The HER Act repealed the prior statutory limits on compensation of directors of FHLBanks. As a
result, FHLBank director fees are to be determined at the discretion of a FHLBanks board of
directors, provided such fees are required to be reasonable.
On October 23, 2009, the Finance Agency published a notice of proposed rulemaking, with a request
for comments, regarding payment by FHLBanks of their directors compensation and expenses.
Comments on the proposed rule could be submitted to the Finance Agency through December 7, 2009.
If adopted, the proposed rule would specify that each FHLBank may pay its directors reasonable
compensation for the time required of them, and their necessary expenses, in the performance of
their duties, as determined by the FHLBanks board of directors. The compensation paid by a
FHLBank to a director would be required to reflect the amount of time the director spent on
official FHLBank business, subject to reduction as necessary to reflect lesser attendance or
performance at board or committee meetings during a given year.
Pursuant to the proposed rule, the Director would review compensation paid by a FHLBank to its
directors. The Director could determine that the compensation and/or expenses to be paid to the
directors are not reasonable. In such case, the Director could order the FHLBank to refrain from
making any further payments; provided, however, that such order would only be applied prospectively
and would not affect any compensation or expense payments made prior to the date of the Directors
determination and order. To assist the Director in reviewing the compensation and expenses of
FHLBank directors, each FHLBank would be required to submit to the Director by specified deadlines
(i) the compensation anticipated to be paid to its directors for the following calendar year, (ii)
the amount of compensation and expenses paid to each director for the immediately preceding
calendar year and (iii) a
23
copy of the FHLBanks written compensation policy, along with all studies or other supporting
materials upon which the board of directors relied in determining the level of compensation and
expenses to pay to its directors.
For information regarding the compensation of the Banks directors, see Item 11 Executive
Compensation.
Community Development Financial Institutions
The HER Act makes CDFIs that are certified under the Community Development Banking and Financial
Institutions Act of 1994 eligible for membership in a FHLBank. A certified CDFI is a person (other
than an individual) that (i) has a primary mission of promoting community development, (ii) serves
an investment area or targeted population, (iii) provides development services in connection with
equity investment or loans, (iv) maintains, through representation on its governing board or
otherwise, accountability to residents of its investment area or targeted population, and (v) is
not an agency or instrumentality of the United States or of any state or political subdivision of a
state.
On May 15, 2009, the Finance Agency issued a proposed rule to amend its membership regulations to
authorize non-federally insured, CDFI Fund-certified CDFIs to become members of a FHLBank. On
January 5, 2010, the Finance Agency issued a final rule establishing the eligibility and procedural
requirements for CDFIs that wish to become FHLBank members. The newly-eligible CDFIs include
community development loan funds, venture capital funds and state-chartered credit unions without
federal insurance.
The Bank has not yet determined the number of CDFIs in its district, how many of them might seek to
become members of the Bank, or the effect on the Bank of their becoming members.
Housing Goals
The HER Act requires the Director to establish housing goals with respect to the purchase of
mortgages, if any, by the FHLBanks and to report annually to the United States Congress
(Congress) on the FHLBanks performance in meeting such goals. In establishing the housing goals,
the Director is required to consider the unique mission and ownership structure of the FHLBanks. To
facilitate an orderly transition, the Director is charged with establishing interim housing goals
for each of the two calendar years following the date of enactment of the HER Act.
Sharing of Information Regarding the FHLBanks
The HER Act requires the Director to promulgate regulations under which he or she will make
available to each FHLBank information regarding the other FHLBanks in order to enable the FHLBanks
to assess their risk under their joint and several liability with respect to consolidated
obligations and to comply with their disclosure obligations under the Exchange Act. Exceptions to
such disclosure are provided with respect to information that is proprietary.
Exemptions from Certain SEC Laws and Regulations
The HER Act exempts the FHLBanks from certain requirements under the Federal securities laws,
including the Exchange Act, and the SECs related regulations. These exemptions arise from the
distinctive nature and the cooperative ownership structure of the FHLBanks and parallel relief
granted by the SEC to the FHLBanks in no-action letters issued at the time the FHLBanks registered
with the SEC under the Exchange Act. In issuing future regulations, the SEC is directed by the HER
Act to take account of the distinctive characteristics of the FHLBanks when evaluating (i) the
accounting treatment with respect to payments to the Resolution Funding Corporation, (ii) the role
of the combined financial statements of the FHLBanks, (iii) the accounting classification of
redeemable capital stock, and (iv) the accounting treatment related to the joint and several nature
of the obligations of the FHLBanks.
Liquidations, Voluntary Mergers, and Reduction in the Number of FHLBank Districts
The HER Act permits any FHLBank to voluntarily merge with another FHLBank with the approval of the
Director and the boards of directors of the FHLBanks involved. The Director is required to
promulgate regulations
establishing the conditions and procedures for the consideration and approval of any voluntary
merger, including the procedures for FHLBank member approval.
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The Director is authorized on 30 days prior notice to liquidate or reorganize any FHLBank. A
FHLBank that the Director proposes to liquidate or reorganize is entitled to contest the Directors
determination in a hearing on the record in accordance with the provisions of the Administrative
Procedure Act.
The Director is authorized to reduce the number of FHLBank districts to fewer than eight as a
result of the merger of FHLBanks or the Directors decision to liquidate a FHLBank. Prior law
required that there be no fewer than eight and no more than 12 FHLBanks.
CFIs
CFIs are redefined by the HER Act as FDIC-insured institutions with average total assets over the
three-year period preceding measurement of less than $1.0 billion (up from the statutory amount of
$500 million, inflation adjusted to $625 million immediately prior to enactment of the HER Act).
The $1.0 billion amount will continue to be adjusted annually based on any increase in the Consumer
Price Index.
Loans for community development activities were added to loans for small business, small farm, and
small agri-business as permissible purposes for advances to CFIs (including long-term advances). On
February 23, 2010, the Finance Agency issued a proposed rule with request for comments to define
certain terms and provide guidance necessary to assist the FHLBanks in accepting this type of
collateral. Comments on the proposed rule may be submitted to the Finance Agency through April 26,
2010. The Bank has not yet determined the effect on the Bank of the inclusion of loans for
community development activities by CFIs as loans eligible to support advances.
Public Use Data Base and Reporting to Congress
The HER Act requires the FHLBanks to report to the Director census tract level data regarding
mortgages they purchase, if any. Such data are to be reported in a form consistent with other
Federal laws, including the Home Mortgage Disclosure Act, and any other requirements that the
Director imposes. The Director is required to report such data to Congress and, except with respect
to proprietary information and personally identifiable information, to make the data available to
the public.
Study of Securitization of Home Mortgage Loans by the FHLBanks
Within one year of enactment of the HER Act, the Director was to provide to Congress a report on a
study of securitization of home mortgage loans purchased from member financial institutions under
the AMA programs of the FHLBanks. In conducting this study, the Director was required to consider
(i) the benefits and risks associated with securitization of AMA, (ii) the potential impact of
securitization upon the liquidity in the mortgage and broader credit markets, (iii) the ability of
the FHLBanks to manage the risks associated with securitization, (iv) the impact of such
securitization on the existing activities of the FHLBanks, including their mortgage portfolios and
advances, and (v) the joint and several liability of the FHLBanks and the cooperative structure of
the FHLBank System. In conducting the study, the Director was required to consult with the
FHLBanks, the Office of Finance, representatives of the mortgage lending industry, practitioners in
the structured finance field, and other experts as needed.
On February 27, 2009, the Finance Agency published a Notice of Concept Release with request for
comments to garner information from the public for use in its study. On July 30, 2009, the
Director provided to Congress the results of the Finance Agencys study, including policy
recommendations based on the Finance Agencys analysis of the feasibility of the FHLBanks issuing
mortgage-backed securities and of the benefits and risks associated with such a program. Based on
the Finance Agencys study and findings regarding FHLBank securitization, the Director did not
recommend permitting the FHLBanks to securitize mortgages at this time.
25
Study of FHLBank Advances
Within one year of enactment of the HER Act, the Director was required to conduct a study and
submit a report to Congress regarding the extent to which loans and securities used as collateral
to support FHLBank advances are consistent with the Interagency Guidance on Nontraditional Mortgage
Product Risks dated October 4, 2006 and the Statement on Subprime Mortgage Lending dated July 10,
2007 (collectively, the Interagency Guidance). The study was also required to consider and
recommend any additional regulations, guidance, advisory bulletins or other administrative actions
necessary to ensure that the FHLBanks are not supporting loans with predatory characteristics.
On August 4, 2009, the Finance Agency published the notice of study and recommendations required by
the HER Act with respect to FHLBank collateral for advances and the Interagency Guidance. Comments
on the notice of study and recommendations could be submitted to the Finance Agency through October
5, 2009.
AHP Funds to Support Refinancing of Certain Residential Mortgage Loans
For a period of two years following enactment of the HER Act, FHLBanks are authorized to use a
portion of their AHP funds to support the refinancing of residential mortgage loans owed by
families with incomes at or below 80 percent of the median income for the areas in which they
reside.
As required by the HER Act, on October 17, 2008, the Finance Agency issued an interim final rule
with request for comments regarding the FHLBanks mortgage refinancing authority. This interim
final rule amended the AHP regulation to allow a FHLBank to temporarily establish a homeownership
set-aside program for the use of AHP grants by the FHLBanks members to assist in the refinancing
of a households mortgage loan under the HOPE for Homeowners Program of the Federal Housing
Administration (FHA).
Based on the comments received on the interim final rule and the continuing adverse conditions of
the mortgage market, on August 4, 2009, the Finance Agency issued a second interim final rule, with
a request for comments, to broaden the scope of the FHLBanks mortgage refinancing authority and to
allow the FHLBanks greater flexibility in implementing their mortgage refinancing authority.
Comments on the second interim final rule could be submitted to the Finance Agency through October
5, 2009.
The second interim final rule amended the current AHP regulation to allow a FHLBank to temporarily
establish a homeownership set-aside program for the use of AHP grants by the FHLBanks members to
assist in the refinancing of a households mortgage loan in order to prevent foreclosure. A loan is
eligible to be refinanced with an AHP grant if the loan is secured by a first mortgage on the
households primary residence, the loan is refinanced under a program offered by the United States
Department of Agriculture, Fannie Mae, Freddie Mac, a state or local government, or a state or
local housing finance agency (an eligible targeted refinancing program) and the loan meets
certain other conditions.
The second interim final rule also authorizes a FHLBank, in its discretion, to set aside annually
up to the greater of $4.5 million or 35 percent of the FHLBanks annual required AHP contribution
to provide funds to members participating in homeownership set-aside programs, including a mortgage
refinancing set-aside program, provided that at least one-third of this set-aside amount is
allocated to programs to assist first-time homebuyers. A FHLBank may accelerate to its current
years AHP program (including its set-aside programs) from future annual required AHP contributions
an amount up to the greater of $5 million or 20 percent of the FHLBanks annual required AHP
contribution for the current year. The FHLBank may credit the amount of the accelerated
contribution against required AHP contributions over one or more of the subsequent five years.
The FHLBanks authority under the second interim final rule to establish and provide AHP grants
under a mortgage refinancing homeownership set-aside program expires on July 30, 2010.
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Letters of Credit to Guarantee Bonds
The Banks credit services include letters of credit issued or confirmed on behalf of members for a
variety of purposes, including as credit support for bonds or other debt instruments. Before
enactment of the HER Act, the Bank did not generally issue or confirm letters of credit to support
bonds or other debt instruments where the interest on such instruments was purportedly exempt from
federal income taxes because such tax-exempt status was generally lost if the instruments were
federally guaranteed under the Internal Revenue Code. The Banks letters of credit and
confirmations were generally federal guarantees under the Internal Revenue Code, with an exception
for guarantees in connection with debt issuances to support certain housing programs.
The HER Act authorizes FHLBanks, subject to certain conditions, to issue a letter of credit or
confirmation in connection with the original issuance of tax-exempt bonds during the period from
enactment of the HER Act to December 31, 2010, and to renew or extend any such letter of credit or
confirmation, without the bonds potentially losing their tax-exempt status. A FHLBank may issue
such letter of credit or confirmation without regard to the purpose of the issuance of the bonds
(i.e., the bonds do not have to be issued solely to support certain housing programs).
Minorities, Women, and Diversity in the Workforce
The HER Act requires each Regulated Entity to establish or designate an Office of Minority and
Women Inclusion that is responsible for carrying out all matters relating to diversity in
management, employment, and business practices. On January 11, 2010, the Finance Agency issued a
proposed rule to effect this provision of the HER Act. Comments on the proposed rule may be
submitted to the Finance Agency through April 26, 2010.
Joint Offices
The HER Act repeals the provision in prior law that prohibited the FHLBanks from establishing any
joint offices other than the Office of Finance. At the present time, the Bank does not plan to
establish any joint office with one or more FHLBanks.
Temporary Authority of the Secretary of the Treasury
The HER Act granted the Secretary of the Treasury the temporary authority (through December 31,
2009) to purchase any obligations and other securities issued by the Regulated Entities, if he or
she determined that such purchase was necessary to provide stability to financial markets, to
prevent disruptions in the availability of mortgage finance, and to protect the taxpayers. For the
FHLBanks, this temporary authorization supplemented the existing authority of the Secretary of the
Treasury under the FHLB Act to purchase up to $4.0 billion of FHLBank obligations. Since 1977, the
Treasury has not owned any of the FHLBanks consolidated obligations under this previous authority.
In connection with the Secretary of the Treasurys authority under the HER Act, on September 9,
2008, the Bank entered into a Lending Agreement (the Agreement) with the Treasury. Each of the
other 11 FHLBanks also entered into its own Lending Agreement with the Treasury that was identical
to the Agreement entered into by the Bank (collectively, the Agreements). The FHLBanks entered
into these Agreements in connection with the Treasurys establishment of a Government Sponsored
Enterprise Credit Facility that was designed to serve as a contingent source of liquidity for the
Regulated Entities.
The Agreements terminated on December 31, 2009 when the temporary authority of the Secretary of the
Treasury expired. None of the FHLBanks ever borrowed under the Agreements.
Reporting of Fraudulent Financial Instruments
On June 17, 2009, the Finance Agency issued a proposed regulation to effect the provisions of the
HER Act that require the FHLBanks to report to the Finance Agency any fraudulent loans or other
financial instruments that they purchased or sold. On January 27, 2010, the Finance Agency issued
a final regulation, effective February 26, 2010, regarding reporting by the FHLBanks of fraudulent
financial instruments.
27
The final regulation requires a FHLBank to submit to the Director a timely written report upon
discovery by the FHLBank that it has purchased or sold a fraudulent loan or financial instrument,
or suspects a possible fraud relating to the purchase or sale of any loan or financial instrument.
Purchased or sold or relating to the purchase or sale means any transaction involving a financial
instrument including, but not limited to, any purchase, sale, other acquisition, or creation of a
financial instrument by the member of a FHLBank to be pledged as collateral to the FHLBank to
secure an advance by the FHLBank to that member, the pledging by a member to a FHLBank of such
financial instrument to secure such an advance, the making of a grant by a FHLBank under its
affordable housing program or community investment program, and the effecting of a wire transfer or
other form of electronic payments transaction by the FHLBank. Financial instrument means any
legally enforceable agreement, certificate, or other writing, in hard copy or electronic form,
having monetary value including, but not limited to, any agreement, certificate, or other writing
evidencing an asset pledged as collateral to a FHLBank by a member to secure an advance by the
FHLBank to that member. Fraud means a misstatement, misrepresentation or omission that cannot be
corrected and that was relied upon by a FHLBank to purchase or sell a loan or financial instrument.
The final regulation requires each FHLBank to establish and maintain adequate and efficient
internal controls, policies and procedures and an operational training program to discover and
report fraud or possible fraud in connection with the purchase or sale of any loan or financial
instrument. In the preamble to the final regulation, the Finance Agency stated it would provide
additional guidance regarding the implementation of this regulation.
Pending issuance of the Finance Agencys guidance, the Finance Agency has instructed the FHLBanks
to begin planning for implementation of the final regulation, notably, looking to determine the
best approaches for training programs for the discovery of fraud or possible fraud; planning
policy, procedures and internal controls on reporting of discovered fraud to their boards of
directors; and planning for fraud reporting to the Finance Agency. The Finance Agency also
provided the FHLBanks with a sample fraud report that each FHLBank would be required to complete to
report a fraud or possible fraud.
Other Regulatory Developments
Nontraditional and Subprime Residential Mortgage Loans
On July 1, 2008, the Finance Board issued Advisory Bulletin 2008-AB-02: Application of Guidance on
Nontraditional and Subprime Residential Mortgage Loans to Specific FHLBank Assets (AB 2008-02),
which supplements an earlier Finance Board directive (Advisory Bulletin 2007-AB-01: Nontraditional
and Subprime Residential Mortgage Loans) by providing written guidance regarding mortgages
purchased under the AMA programs, investments in private-label (non-agency) MBS and collateral
securing advances. AB 2008-02 relies in part on the standards imposed by the Federal banking
agencies in the Interagency Guidance. Effective upon issuance, AB 2008-02 requires the following: (i) mortgage loan
commitments entered into by the FHLBanks under the AMA programs must comply with all aspects of the
Interagency Guidance, (ii) purchases of private-label MBS issued after July 10, 2007 by the
FHLBanks must be limited to securities in which the underlying mortgage loans comply with all
aspects of the Interagency Guidance, and (iii) mortgages (and securities representing an interest
in mortgage loans) that were originated or acquired by a member after July 10, 2007 may be included
in calculating the amount of advances that can be made to that member only if those mortgages
comply with all aspects of the Interagency Guidance; similarly, private-label MBS that were issued
after July 10, 2007 may be included in calculating the amount of advances that can be made to a
member only if the underlying mortgages comply with all aspects of the Interagency Guidance.
The guidance relating to asset purchases is not expected to have an impact on the Bank in the
foreseeable future as it has no current intentions to purchase mortgage loans or private-label MBS.
The Bank has implemented policies to ensure it is in compliance with the remaining portion of the
guidance, including: (1) requiring members who pledge subprime and nontraditional mortgage loans as
collateral on advances to execute a confirmation that all subprime and nontraditional residential
mortgage loans originated after July 10, 2007 comply with all aspects of the Interagency Guidance
and (2) requiring all members who pledge private label RMBS issued after July 10, 2007 as
collateral to provide a copy of enforceable representations and warranties from the issuer of the
security that the loans underlying the security were underwritten in conformance with all aspects
of the Interagency Guidance or to
28
otherwise assert and demonstrate (based on the securitys prospectus or other related
documentation) that the underlying loans were underwritten in conformance with the Interagency
Guidance. The implementation of these policies resulted in a reduction of borrowing capacity for
some members and required some members to provide substitute collateral for pledged collateral that
did not comply with this guidance. However, these new regulatory requirements have not had a
significant impact on the level of advances outstanding.
Other-Than-Temporary Impairment
On April 28, 2009 and May 7, 2009, the Finance Agency provided the Bank and the other 11 FHLBanks
with guidance regarding the process for determining other-than-temporary impairment (OTTI) with
respect to non-agency RMBS. The goal of the guidance is to promote consistency among all FHLBanks
in making such determinations, based on the Finance Agencys understanding that investors in the
FHLBanks consolidated obligations can better understand and utilize the information in the
FHLBanks combined financial reports if it is prepared on a consistent basis. In order to achieve
this goal and move to a common analytical framework, and recognizing that several FHLBanks
(including the Bank) intended to early adopt the OTTI accounting guidance issued by the Financial
Accounting Standards Board in April 2009, the Finance Agency guidance required all FHLBanks to
early adopt the OTTI accounting guidance effective January 1, 2009 and, for purposes of making OTTI
determinations, to use a consistent set of key modeling assumptions and specified third party
models. For a discussion of the OTTI accounting guidance, see the audited financial statements
accompanying this report (specifically, Note 1 beginning on page F-9).
For the first quarter of 2009, the Finance Agency guidance required that the FHLBank of San
Francisco develop, in consultation with the other FHLBanks and the Finance Agency, FHLBank
System-wide modeling assumptions to be used by all FHLBanks for purposes of producing cash flow
analyses used in the OTTI assessment for non-agency RMBS other than securities backed by subprime
and home equity loans. (The Bank does not own any securities that are designated as subprime or
home equity RMBS.)
Beginning with the second quarter of 2009, the 12 FHLBanks formed an OTTI Governance Committee (the
OTTI Committee) consisting of one representative from each FHLBank. The OTTI Committee has
responsibility for reviewing and approving the key modeling assumptions, inputs and methodologies
to be used by all FHLBanks in their OTTI assessment process. The OTTI Committee provides a more
formal process by which the FHLBanks can provide input on and approve the assumptions, inputs and
methodologies that are developed initially by the FHLBank of San Francisco. Based on its review,
the Bank concurred with and adopted the FHLBank System-wide assumptions, inputs and methodologies
that were approved by the OTTI Committee for use in the second, third and fourth quarter 2009 OTTI
assessments.
In addition to using the FHLBank System-wide modeling assumptions, the Finance Agency guidance
requires that each FHLBank conduct its OTTI analysis using two specified third party models,
subject to certain limited exceptions. Since the Banks existing OTTI process already incorporated
the use of the specified models, the Bank has continued to perform its own cash flow analyses and,
accordingly, the Finance Agency guidance did not require any significant change in the Banks
processes or internal controls.
Office of Finance
Effective with the enactment of the HER Act, the Finance Agency assumed responsibility from the
Finance Board for supervising and regulating the Office of Finance. On August 4, 2009, the Finance
Agency published a notice of proposed rulemaking, with a request for comments, regarding the Board
of Directors of the Office of Finance. Initially, comments on the proposed rule could be submitted
to the Finance Agency through October 5, 2009. On October 2, 2009, the Finance Agency extended the
comment period until November 4, 2009.
The proposed rule would expand the Board of Directors of the Office of Finance to include all of
the FHLBank presidents (currently, only two of the FHLBank presidents serve on the Office of
Finances Board of Directors, including the Banks President and Chief Executive Officer). The
Board of Directors of the Office of Finance would also include three to five independent directors
(currently, the third director of the Office of Finance is required to be a private United States
citizen with demonstrated expertise in financial markets). Each independent director would be
required to be a United States citizen and the independent directors, as a group, would be required
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to have substantial experience in financial and accounting matters. An independent director could
not (i) be an officer, director or employee of any FHLBank or any member of a FHLBank; (ii) be
affiliated with any consolidated obligations selling or dealer group member under contract with the
Office of Finance; (iii) hold shares or any financial interest in any FHLBank member or in any such
dealer group member in an amount greater than the lesser of (A) $250,000 or (B) 0.01 percent of the
market capitalization of the member or dealer (except that a holding company of a FHLBank member or
a dealer group member will be deemed to be a member if the assets of the holding companys member
subsidiaries constitute 35 percent or more of the consolidated assets of the holding company). The
Chair of the Board of Directors of the Office of Finance would be selected from among the
independent directors.
The independent directors of the Office of Finance would serve as the Audit Committee. Among other
duties, the Audit Committee would be responsible for overseeing the audit function of the Office of
Finance and the preparation and accuracy of the FHLBank Systems combined financial reports. For
purposes of the combined financial reports, the Audit Committee would be responsible for ensuring
that the FHLBanks adopt consistent accounting policies and procedures, such that the information
submitted by the FHLBanks to the Office of Finance may be combined to create accurate and
meaningful combined reports. The Audit Committee of the Office of Finance, in consultation with
the Finance Agency, could establish common accounting policies and procedures for the information
submitted by the FHLBanks to the Office of Finance for the combined financial reports where the
Audit Committee determines such information provided by the FHLBanks is inconsistent and that
consistent policies and procedures regarding that information are necessary to create accurate and
meaningful combined financial reports. The Audit Committee would also have the exclusive authority
to employ and contract for the services of an independent, external auditor for the FHLBanks
annual and quarterly combined financial statements.
Currently, the FHLBanks are responsible for jointly funding the expenses of the Office of Finance,
which are shared on a pro rata basis with one-third based on each FHLBanks total outstanding
capital stock (as of the prior month-end, excluding those amounts classified as mandatorily
redeemable), one-third based on each FHLBanks total debt issuance (during the current month), and
one-third based on each FHLBanks total consolidated obligations outstanding (as of the current
month-end). The proposed rule would retain the FHLBanks responsibility for jointly funding the
expenses of the Office of Finance, but each FHLBanks respective pro rata share would be based on a
reasonable formula approved by the Board of Directors of the Office of Finance, subject to review
by the Finance Agency.
Regulatory Oversight
As discussed above, the Finance Agency supervises and regulates the FHLBanks and the Office of
Finance. The Finance Agency has a statutory responsibility and corresponding authority to ensure
that the FHLBanks operate in a safe and sound manner. Consistent with that duty, the Finance
Agency has an additional responsibility to ensure the FHLBanks carry out their housing and
community development finance mission. In order to carry out those responsibilities, the Finance
Agency establishes regulations governing the entire range of operations of the FHLBanks, conducts
ongoing off-site monitoring and supervisory reviews, performs annual on-site examinations and
periodic interim on-site reviews, and requires the FHLBanks to submit monthly and quarterly
information regarding their financial condition, results of operations and risk metrics.
The Comptroller General of the United States (the Comptroller General) has authority under the
FHLB Act to audit or examine the Finance Agency and the Bank and to decide the extent to which they
fairly and effectively fulfill the purposes of the FHLB Act. Furthermore, the Government
Corporation Control Act provides that the Comptroller General may review any audit of a FHLBanks
financial statements conducted by an independent registered public accounting firm. If the
Comptroller General conducts such a review, then he or she must report the results and provide his
or her recommendations to Congress, the Office of Management and Budget, and the FHLBank in
question. The Comptroller General may also conduct his or her own audit of the financial statements
of any FHLBank.
As an SEC registrant, the Bank is subject to the periodic disclosure regime as administered and
interpreted by the SEC. The Bank must also submit annual management reports to Congress, the
President of the United States, the Office of Management and Budget, and the Comptroller General;
these reports include a statement of financial condition, a statement of operations, a statement of
cash flows, a statement of internal accounting and administrative
30
control systems, and the report of the independent registered public accounting firm on the
financial statements. In addition, the Treasury receives the Finance Agencys annual report to
Congress, weekly reports reflecting securities transactions of the FHLBanks, and other reports
reflecting the operations of the FHLBanks.
Employees
As of December 31, 2009, the Bank employed 194 people, all of whom were located in one office in
Irving, Texas. None of the Banks employees are subject to a collective bargaining agreement and
the Bank believes its relationship with its employees is good.
REFCORP and AHP Assessments
Although the Bank is exempt from all Federal, State, and local taxation (except for real property
taxes), all FHLBanks are obligated to make contributions to the Resolution Funding Corporation
(REFCORP) in the amount of 20 percent of their net earnings (after deducting the AHP assessment).
REFCORP was created by the Financial Institutions Reform, Recovery and Enforcement Act of 1989
(FIRREA) solely for the purpose of issuing $30 billion of long-term bonds to provide funds for
the resolution of insolvent thrift institutions. The FHLBanks were initially required to
contribute approximately $2.5 billion to defease the principal repayments of those bonds in 2030,
and thereafter to contribute $300 million per year toward the interest payments on those bonds.
As part of the GLB Act of 1999, the FHLBanks $300 million annual obligation to REFCORP was
modified to 20 percent of their annual net earnings before charges for REFCORP (but after expenses
for AHP). The FHLBanks will have this obligation until the aggregate amounts actually paid by all
12 FHLBanks are equivalent to a $300 million annual annuity whose final maturity date is April 15,
2030, at which point the required payment of each FHLBank to REFCORP will be fully satisfied. As
specified in the Finance Agency regulation that implements section 607 of the GLB Act, the amount
by which the combined REFCORP payments of all of the FHLBanks for any quarter exceeds the $75
million benchmark payment is used to simulate the purchase of zero-coupon Treasury bonds to
defease all or a portion of the most-distant remaining quarterly benchmark payment. Because the
FHLBanks recent REFCORP payments have exceeded $300 million per year, those extra payments have
defeased $2 million of the $75 million benchmark payment for the first quarter of 2012 and all
scheduled payments thereafter. The defeased benchmark payments (or portions thereof) can be
reinstated if future actual REFCORP payments fall short of the $75 million benchmark in any
quarter. For additional discussion, see the audited financial statements accompanying this report
(specifically, Note 12 on page F-31). Cumulative amounts to be paid by the Bank to REFCORP cannot
be determined at this time because the amount is dependent upon the future earnings of each FHLBank
and interest rates.
In addition, the FHLB Act requires each FHLBank to establish and fund an AHP. Annually, the
FHLBanks must collectively set aside for the AHP the greater of $100 million or 10 percent of their
current years income before charges for AHP and before declaring any dividend payments (but after
expenses for REFCORP). Interest expense on capital stock that is classified as a liability (i.e.,
mandatorily redeemable capital stock) is added back to income for purposes of computing the Banks
AHP assessment. The Banks AHP funds are made available to members in the form of direct grants to
assist in the purchase, construction, or rehabilitation of housing for very low-, low- and
moderate-income households.
Assessments for REFCORP and AHP equate to a minimum 26.5 percent effective assessment rate for the
Bank. This rate is increased by the impact of non-deductible interest on mandatorily redeemable
capital stock.
Business Strategy and Outlook
The Bank maintains a Strategic Business Plan that provides the framework for its future business
direction. The goals and strategies for the Banks major business activities are encompassed in
this plan, which is updated and approved by the Board of Directors at least annually and at any
other time that revisions are deemed necessary.
As described in its Strategic Business Plan, the Bank operates under a cooperative business model
that is intended to maximize the overall value of membership in the Bank. This business model
envisions that the Bank will limit and carefully manage its risk profile while generating
sufficient profitability to maintain an appropriate level of retained
31
earnings and pay dividends at or slightly above the average federal funds rate.
Consistent with this business model, the Bank has placed the highest priority on being able to meet
its members liquidity and funding needs throughout the recent period of credit market disruption.
The Bank intends to continue to operate under its cooperative business model for the foreseeable
future. The Banks core earnings are expected to rise and fall with the general level of market
interest rates, particularly short-term money market rates. While there can be no assurance about
2010 earnings, dividends, or regulatory actions regarding the Banks dividend payments, the Bank
currently anticipates that its 2010 earnings will be sufficient both to pay dividends
at a target rate equal to or slightly above the average federal funds rate for the applicable quarterly
periods of 2010 and to continue building retained earnings.
Developments that may have an effect on the extent to which the Banks return on average capital
stock (based on core earnings) exceeds the federal funds rate benchmark include general economic
and credit market conditions; the level, volatility of and relationships between short-term money
market rates such as federal funds and one- and three-month LIBOR; the future availability and cost
of the Banks long-term debt relative to benchmark rates such as LIBOR; the availability of
interest rate exchange agreements at competitive prices; whether the Banks larger borrowers
continue to be members of the Bank and the level at which they maintain their borrowing activity;
the impact of any future credit market disruptions; and the impact of ongoing economic conditions on
demand for the Banks credit products from its members.
Due primarily to credit market disruptions, demand for advances from all segments of the Banks
membership base was elevated from the third quarter of 2007 through the third quarter of 2008.
Since the fourth quarter of 2008, aggregate advances have declined from their highest levels, but
remain above pre-credit crisis levels. As the credit markets return to more normal conditions, and
particularly if general economic weakness reduces member lending opportunities and creates
financial stress for the Banks members, then demand for advances may continue to fall somewhat
from recent levels. In the longer term, however, the Bank believes that there remains potential to
sustain a substantial portion of the recent advances growth from among its CFIs and other small and
intermediate-sized institutions. There remains uncertainty about the extent to which the Banks
future membership base will include larger institutions that will borrow in sufficient quantity to
provide economies of scale that will sustain the current economics of the Banks business model
over the long term.
While the Banks primary focus will continue to be prudently meeting the liquidity and funding
needs of its members, in order to become a more valuable resource to its members, the Bank intends
to continue to evaluate opportunities as they arise to diversify its product offerings and its
income stream. In particular, the Bank began offering interest rate derivatives to its members in
mid-2008. In addition, in late 2009 the Bank received approval from the Finance Agency to begin
offering standby bond purchase services to state housing finance agencies within its district. In
the future, the Bank intends to expand the services that it can provide electronically through the
secure electronic delivery channel currently used extensively by members to execute advances,
initiate wire transfers, provide securities safekeeping instructions, and obtain a wide variety of
reports and information about their business relationship with the Bank. The FHLB Act and Finance
Agency regulations limit the products and services that the Bank can offer to its members and
govern many of the terms of the products and services that the Bank offers. The Bank is also
required by regulation to file new business activity notices with the Finance Agency for any new
products or services it wants to offer its members, and will have to assess any potential new
products or services offerings in light of these statutory and regulatory restrictions.
Our profitability is vulnerable to interest rate fluctuations.
We are subject to significant risks from changes in interest rates because most of our assets and
liabilities are financial instruments. Our profitability depends significantly on our net interest
income and is impacted by changes in the fair value of interest rate derivatives and any associated
hedged items. Changes in interest rates can impact our net interest income as well as the values
of our derivatives and certain other assets and liabilities. Changes in overall market interest
rates, changes in the relationships between short-term and long-term market interest rates, changes
in the relationship between different interest rate indices, or differences in the timing of rate
resets for assets and liabilities or related interest rate derivatives with interest rates tied to
those indices, can affect the interest rates
32
received from our interest-earning assets differently than those paid on our interest-bearing
liabilities. This difference could result in an increase in interest expense relative to interest
income, which would result in a decrease in our net interest spread, or a net decrease in earnings
related to the relationship between changes in the valuation of our derivatives and any associated
hedged items.
Our profitability may be adversely affected if we are not successful in managing our interest rate risk.
Like most financial institutions, our results of operations are significantly affected by our
ability to manage interest rate risk. We use a number of tools to monitor and manage interest rate
risk, including income simulations and duration/market value sensitivity analyses. Given the
unpredictability of the financial markets, capturing all potential outcomes in these analyses is
extremely difficult. Key assumptions used in our market value sensitivity analyses include
interest rate volatility, mortgage prepayment projections and the future direction of interest
rates, among other factors. Key assumptions used in our income simulations include advances
volumes and pricing, market conditions for our debt, prepayment speeds and cash flows on
mortgage-related assets, and other factors. These assumptions are inherently uncertain and, as a
result, the measures cannot precisely estimate net interest income or the market value of our
equity nor can they precisely predict the effect of higher or lower interest rates or changes in
other market factors on net interest income or the market value of our equity. Actual results will
most likely differ from simulated results due to the timing, magnitude, and frequency of interest
rate changes and changes in market conditions and management strategies, among other factors. Our
ability to maintain a positive spread between the interest earned on our earning assets and the
interest paid on our interest-bearing liabilities may be affected by the unpredictability of
changes in interest rates.
Exposure to credit risk from our customers could have a negative impact on our profitability and
financial condition.
We are subject to credit risk from advances and other extensions of credit to members, non-member
borrowers and housing associates (collectively, our customers). Other extensions of credit include
letters of credit issued or confirmed on behalf of customers, customers credit enhancement
obligations associated with MPF loans held in portfolio, and interest rate exchange agreements we
enter into with our customers.
We require that all outstanding advances and other extensions of credit to our customers be fully
collateralized. We evaluate the types of collateral pledged by our customers and assign a
borrowing capacity to the collateral, generally based on either a percentage of its book value or
estimated market value. During the current economic downturn, the number of our member
institutions exhibiting significant financial stress has increased. In 2009, five of our members
failed and their advances and other extensions of credit were either repaid in full by the Federal
Deposit Insurance Corporation (FDIC) or assumed by either the FDIC or an acquiring institution.
If more member institutions fail, and if the FDIC (or other receiver or acquiror) does not promptly
repay all of the failed institutions obligations to us or assume the outstanding extensions of
credit, we might be required to liquidate the collateral pledged by the failed institution in order
to satisfy its obligations to us. A devaluation of or our inability to liquidate collateral in the
event of a default by the obligor, due to a reduction in liquidity in the financial markets or
otherwise, could cause us to incur a credit loss and adversely affect our financial condition or
results of operations.
Loss of members or borrowers could adversely affect our earnings, which could result in lower
investment returns and/or higher borrowing rates for remaining members.
One or more members or borrowers could withdraw their membership or decrease their business levels
as a result of a merger with an institution that is not one of our members, or for other reasons,
which could lead to a significant decrease in our total assets and capital.
As the financial services industry has consolidated, acquisitions involving some of our members
have resulted in membership withdrawals or business level decreases. Additional acquisitions that
lead to similar results are possible, including acquisitions in which the acquired institutions are
merged into institutions located outside our district with which we cannot do business. We could
also be adversely impacted by the reduction in business volume that would arise from the failure of
one or more of our members.
33
On December 31, 2008, Wells Fargo & Company (Wells Fargo) acquired Wachovia Corporation, the
holding company for Wachovia Bank, FSB (Wachovia), our largest borrower and shareholder as of
that date. On November 1, 2009, Wells Fargo converted Wachovias thrift charter to a national bank
charter and then merged it into an out-of-district national bank affiliate, Wells Fargo Bank South
Central, National Association (WFSC), which retained the former main office of Wachovia in
Houston, Texas as its main office. On November 2, 2009, WFSC applied for membership in the Bank
and its application was approved on December 30, 2009. We are currently unable to predict whether
WFSC will alter its predecessors borrowing relationship with us. Outstanding advances to WFSC
were $18.2 billion at December 31, 2009, which represented 38.9 percent of our total outstanding
advances as of that date.
The loss of WFSC or one or more other borrowers that represent a significant proportion of our
business, or a significant reduction in the borrowing levels of one or more of these borrowers,
could, depending on the magnitude of the impact, cause us to lower dividend rates, raise advances
rates, attempt to reduce operating expenses (which could cause a reduction in service levels), or
undertake some combination of these actions. The magnitude of the impact would depend, in part, on
our size and profitability at the time such institution repays its advances to us.
Members funding needs may decline, which could reduce loan demand and adversely affect our
earnings.
Market factors could reduce loan demand from our member institutions, which could adversely affect
our earnings. Demand for advances from all segments of our membership increased throughout the
period of credit market disruption that began in the third quarter of 2007, peaked at the beginning
of the fourth quarter of 2008 and declined thereafter. As markets return to more normal
conditions, whether as a result of the various initiatives undertaken by the government or
otherwise, demand for advances may continue to decline. Continued weakness in general economic
conditions may also reduce members needs for funding. A further decline in the demand for
advances, if significant, could negatively affect our results of operations.
We face competition for loan demand, which could adversely affect our earnings.
Our primary business is making advances to our members. We compete with other suppliers of
wholesale funding, both secured and unsecured, including investment banks, commercial banks and, in
certain circumstances, other FHLBanks. Our members have access to alternative funding sources,
which may provide more favorable terms than we do on our advances, including more flexible credit
or collateral standards. More recently, our members have had access to an expanded range of
liquidity facilities initiated by the Federal Reserve Board, the United States Department of the
Treasury (the Treasury) and the FDIC as part of their efforts to support the financial markets
during the recent period of market disruption. While some of these programs are scheduled to be
discontinued, other programs may continue to be available for some period into the future.
The availability to our members of alternative funding sources that are more attractive than the
funding products offered by us may significantly decrease the demand for our advances. Any change
made by us in the pricing of our advances in an effort to compete more effectively with these
competitive funding sources may decrease the profitability on advances. A decrease in the demand
for advances or a decrease in our profitability on advances would negatively affect our financial
condition and results of operations.
Changes in investors perceptions of the creditworthiness of the FHLBanks may adversely affect our
ability to issue consolidated obligations on favorable terms.
We currently have the highest credit rating from Moodys and S&P, the consolidated obligations
issued by the FHLBanks are rated Aaa/P-1 by Moodys 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, 2010, Moodys
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
34
the Finance Board. In addition, the Director of the Finance Agency recently classified the
FHLBank of Seattle as undercapitalized. Further, several FHLBanks incurred net losses for
individual quarters or all of 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.
Competition for funding may adversely affect our cost of funds and our access to the capital
markets.
We compete with Fannie Mae, Freddie Mac and other GSEs, as well as commercial banking, corporate,
sovereign and supranational entities for funds raised through the issuance of unsecured debt in the
global debt markets. As a result of the U.S. and other national governments recent efforts to
support the credit markets, some portion of the debt of some of these issuers is now supported by
various forms of government guarantees. During late 2008 and the early part of 2009, such
government guarantees affected investors preferences for, and increased the cost of, longer-term
FHLBank debt relative to the debt of some of these issuers. While the impact of these events on
our cost of funds began to lessen in the second half of 2009, similar increases in the relative
cost of our debt due to these or other forms of increased debt market competition that might
develop, could adversely affect our financial condition and results of operations.
Changes in overall credit market conditions may adversely affect our cost of funds and our access
to the capital markets.
The cost of our consolidated obligations depends in part on prevailing conditions in the capital
markets at the time of issuance, which are generally beyond our control. For instance, a decline
in overall investor demand for debt issued by the FHLBanks and similar issuers could adversely
affect our ability to issue consolidated obligations on favorable terms. Investor demand is
influenced by many factors including changes or perceived changes in general economic conditions,
changes in investors risk tolerances or balance sheet capacity, or, in the case of overseas
investors, changes in preferences for holding dollar-denominated assets. Credit market disruptions
similar to those that occurred during the period from late 2007 through early 2009 and which
dampened investor demand for longer-term debt, including longer-term FHLBank consolidated
obligations, could occur again, making it more difficult for us to match the maturities of our
assets and liabilities.
If investor preferences for securities other entities may issue materially limit their demand for
our debt which is not, directly or indirectly, guaranteed by the U.S. government, our ability to
fund our operations and to meet the credit and liquidity needs of our members by accessing the
capital markets could eventually be compromised.
Our joint and several liability for all consolidated obligations may adversely impact our earnings,
our ability to pay dividends, and our ability to redeem or repurchase capital stock.
Under the FHLB Act and Finance Agency regulations, we are jointly and severally liable with the
other FHLBanks for the consolidated obligations issued by the FHLBanks through the Office of
Finance regardless of whether we receive all or any portion of the proceeds from any particular
issuance of consolidated obligations.
If another FHLBank were to default on its obligation to pay principal or interest on any
consolidated obligations, the Finance Agency may allocate the outstanding liability among one or
more of the remaining FHLBanks on a pro rata basis or on any other basis the Finance Agency may
determine. In addition, the Finance Agency, in its discretion, may require any FHLBank to make
principal or interest payments due on any consolidated obligations, whether or not the primary
obligor FHLBank has defaulted on the payment of that obligation. Accordingly, we could incur
significant liability beyond our primary obligation under consolidated obligations due to the
failure of other FHLBanks to meet their payment obligations, which could negatively affect our
financial condition and results of operations.
35
Further, the FHLBanks may not pay any dividends to members or redeem or repurchase any shares of
stock unless the principal and interest due on all consolidated obligations has been paid in full.
Accordingly, our ability to pay dividends or to redeem or repurchase stock could be affected not
only by our own financial condition but also by the financial condition of one or more of the other
FHLBanks.
Exposure to credit risk on our investments and MPF loans could have a negative impact on our
profitability and financial condition.
We are exposed to credit risk from our secured and unsecured investment portfolio and our MPF loans
held in portfolio. A worsening of the current economic downturn, further declines in real estate
values (both residential and non-residential), changes in monetary policy or other events that
could negatively impact the economy and the markets as a whole could lead to increased borrower
defaults, which in turn could cause us to incur losses on our MPF loans or additional losses on our
investment portfolio.
In particular, during 2009, delinquencies and losses with respect to residential mortgage loans
generally increased and residential property values declined in many states. Due to these
deteriorating conditions, including the adverse change in actual and expected future home prices, 7
of our 40 non-agency residential mortgage-backed securities were deemed to be
other-than-temporarily impaired during 2009. The credit losses associated with these seven
securities totaled $4.0 million during the year ended December 31, 2009. As of December 31, 2009,
the unpaid principal balance of the 40 securities totaled $515 million.
If the actual and/or projected performance of the loans underlying our non-agency residential
mortgage-backed securities deteriorates beyond our current expectations, we could recognize further
losses on these seven securities as well as losses on our other investments in residential
mortgage-backed securities, which would negatively impact our results of operations and financial
condition.
On May 20, 2009, legislation was enacted that allows servicers of residential mortgages in certain
situations to modify the terms of those mortgages without threat of monetary damages or other
equitable relief from investors or other parties to whom the servicer owes certain duties. If a
servicer of residential mortgages agrees to enter into a residential loan modification, workout, or
other loss mitigation plan with respect to a residential mortgage originated before the date of
enactment of the legislation, including mortgages held in a securitization or other investment
vehicle, to the extent that the servicer owes a duty to investors or other parties to maximize the
net present value of such mortgages, the servicer is deemed to have satisfied that duty, and will
not be liable to those investors or other parties, if certain criteria are met. Those criteria are
(1) default on the mortgage has occurred, is imminent, or is reasonably foreseeable, (2) the
mortgagor occupies the property securing the mortgage as his or her principal residence and (3) the
servicer reasonably determined that the application of the loss mitigation plan to the mortgage
will likely provide an anticipated recovery on the outstanding principal mortgage debt that will
exceed the anticipated recovery through foreclosure. We are unable to predict what impact, if any,
that this legislation may have on the ultimate recoverability of our investments in non-agency
residential mortgage-backed securities.
In addition, if delinquencies, default rates and loss severities on residential mortgage loans
continue to increase, and/or there is a continued decline in residential real estate values, we
could experience losses on our MPF loans held in portfolio.
Changes in our access to the interest rate derivatives market under acceptable terms may adversely
affect our ability to maintain our current hedging strategies.
We actively use derivative instruments to manage interest rate risk. The effectiveness of our
interest rate risk management strategy depends to a significant extent upon our ability to enter
into these instruments with acceptable counterparties in the necessary quantities and under
satisfactory terms to hedge our corresponding assets and liabilities. We currently enjoy ready
access to the interest rate derivatives market through a diverse group of highly rated
counterparties. Several factors could have an adverse impact on our access to the derivatives
market, including changes in our credit rating, changes in the current counterparties credit
ratings, reductions in our counterparties allocation of resources to the interest rate derivatives
business, and changes in the liquidity of that market created by a variety of regulatory or market
factors. In addition, recent financial market disruptions have resulted in mergers of several of
our derivatives counterparties. The increasing consolidation of the financial services industry,
if it
36
continues, will increase our concentration risk with respect to counterparties in this industry.
Further, defaults by, or even rumors or questions about, one or more financial services
institutions, or the financial services industry in general, could lead to market-wide disruptions
in which it may be difficult for us to find counterparties for such transactions. If such changes
in our access to the derivatives market result in our inability to manage our hedging activities
efficiently and economically, we may be unable to find economical alternative means to manage our
interest rate risk effectively, which could adversely affect our financial condition and results of
operations.
In December 2009, the House of Representatives approved the Over-the-Counter Derivatives Markets
Act of 2009 (the Act), which would regulate the over-the-counter (OTC) derivatives market.
Among other things, the Act requires all standardized swap transactions entered into by dealers or
major swap participants to be cleared and traded on an exchange or electronic platform.
Rulemaking authority would be held jointly by the Commodity Futures Trading Commission and the
Securities and Exchange Commission. The Act defines a major swap participant as anyone that
maintains a substantial net position in swaps, exclusive of hedging for commercial risk, or whose
positions create such significant exposure to others that it requires monitoring. Currently, all of
the derivatives we use to manage our interest rate risk are negotiated in the OTC market. With the
exception of interest rate swaps transacted with members, we enter into swaps only to hedge
interest rate risk (a commercial risk to us). In March 2010, the Senate Committee on Banking,
Housing and Urban Affairs approved draft legislation, the Restoring American Financial Stability
Act, which also contains provisions that would regulate the OTC derivatives market. This
legislation has not yet been formally introduced in the Senate. The content of any legislation that
might be enacted into law (and therefore its impact on us) cannot be determined at this time.
Defaults by or the insolvency of one or more of our derivative counterparties could adversely
affect our profitability and financial condition.
We regularly enter into derivative transactions with major banks. Recently, some of our derivative
counterparties have experienced various degrees of financial stress including, in the case of one
counterparty, bankruptcy. During 2008, Lehman Brothers Holdings, Inc. and its affiliate Lehman
Brothers Special Financing, Inc. (which was our counterparty on 302 derivative contracts with a
total notional amount of approximately $5.6 billion) filed for bankruptcy protection. While we did
not incur a material loss related to these bankruptcies, our financial condition and results of
operations could be adversely affected if other derivative counterparties to whom we have exposure
fail, and any collateral that we have in place is insufficient to cover their obligations to us.
We enter into collateral exchange agreements with all of our derivative counterparties that include
minimum collateral thresholds. The collateral exchange agreements require the delivery of
collateral consisting of cash or very liquid, highly rated securities if credit risk exposures rise
above the minimum thresholds. These agreements generally establish a maximum unsecured credit
exposure threshold of $1 million that one party may have to the other. 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 must deliver sufficient collateral to reduce the unsecured
credit exposure to zero. In addition, excess collateral must be returned by a party in an
oversecured position. Delivery or return of the collateral generally occurs within one business
day and, until such delivery or return, we may be in an undersecured position, which could result
in a loss in the event of a default by the counterparty, or we may be due excess collateral, which
could result in a loss in the event that the counterparty is unable to return the collateral.
Since derivative valuations are determined based on market conditions at particular points in time,
they can change quickly. Even after the delivery or return of collateral, we may be in an
undersecured position, or be due the return of excess collateral, as the values upon which the
delivery or return was based may have changed since the valuation was performed. Further, we may
incur additional losses if collateral held by us cannot be readily liquidated at prices that are
sufficient to fully recover the value of the derivatives.
Changes in the regulatory environment could negatively impact our operations and financial results
and condition.
On July 30, 2008, the President of the United States signed into law the Housing and Economic
Recovery Act of 2008. This legislation established the Finance Agency, a new independent agency in
the executive branch of the United States Government with responsibility for regulating us. In
addition, the legislation made a number of other changes that will affect our activities.
Immediately upon enactment of the legislation, all regulations, orders, directives and
determinations issued by the Finance Board transferred to the Finance Agency and remain in force
37
unless modified, terminated or set aside by the new regulatory agency. Additionally, the Finance
Agency succeeded to all of the discretionary authority possessed by the Finance Board. The
legislation calls for the Finance Agency to issue a number of regulations, orders and reports. The
Finance Agency has issued regulations regarding certain provisions of the legislation, some of
which are subject to public comments and may change. As a result, the full effect of this
legislation on our activities will become known only after the Finance Agencys required
regulations, orders and reports are issued and finalized. For a more complete discussion of this
legislation and its impact on us, see Item 1 Business Legislative and Regulatory Developments.
We could be materially adversely affected by the adoption of new laws, policies or regulations or
changes in existing laws, policies or regulations, including, but not limited to, changes in the
interpretations or applications by the Finance Agency or as the result of judicial reviews that
modify the present regulatory environment.
On August 4, 2009, the Finance Agency published a notice of proposed rulemaking regarding the
composition, duties and responsibilities of the Board of Directors of the Office of Finance and its
Audit Committee. As proposed and as currently exists, no FHLBank shareholders would be represented on the Board of
Directors of the Office of Finance. Further, the proposed rule would give the Office of Finance
Audit Committee the authority to establish common accounting policies
for the information submitted by the FHLBanks to the Office of
Finance for inclusion in the combined financial reports, which could
potentially have an adverse impact on us. For a more complete discussion
of this proposed regulation, see Item 1 Business Legislative and Regulatory Developments.
In addition, the regulatory environment affecting our members could change in a manner that could
have a negative impact on their ability to own our stock or take advantage of our products and
services. Further, legislation affecting residential real estate and mortgage lending, including
legislation regarding bankruptcy and mortgage modification programs, could negatively affect the
recoverability of our non-agency residential mortgage-backed securities.
Changes to the regulatory framework for the financial services industry, including the role and
structure of the housing GSEs, are currently and will likely continue to be under consideration.
Since neither the timing nor outcome of the debate is known at this time, the impact on us, if any,
cannot be determined.
On March 4, 2010, the Securities and Exchange Commission issued amendments to its rules promulgated
under the Investment Company Act of 1940, which govern money market funds. The amendments, among
other things, require money market funds to maintain a portion of their portfolios in instruments
that can be readily converted to cash, reduce the weighted average maturity of their portfolio
holdings, impose a new weighted average life maturity limit, and limit such funds to investing in
the highest quality portfolio securities. These amendments will limit the amount of FHLBank
consolidated obligations with remaining maturities greater than 60 days that a money market fund
can hold and, therefore, could reduce money market funds demand for FHLBank consolidated
obligations. The requirements imposed by the amendments become effective on various dates during
the second quarter of 2010. Traditionally, money market funds have been significant investors in
FHLBank consolidated obligations. At this time, we are unable to determine whether the amendments
will have an adverse effect on our ability to issue consolidated obligations on favorable terms.
An interruption in our access to the capital markets would limit our ability to obtain funds.
We conduct our business and fulfill our public purpose primarily by acting as an intermediary
between our members and the capital markets. Certain events, such as a natural disaster or
terrorist act, could limit or prevent us from accessing the capital markets in order to issue
consolidated obligations for some period of time. An event that precludes us from accessing the
capital markets may also limit our ability to enter into transactions to obtain funds from other
sources. External forces are difficult to predict or prevent, but can have a significant impact on
our ability to manage our financial needs and to meet the credit and liquidity needs of our
members.
A failure or interruption in our information systems or other technology may adversely affect our
ability to conduct and manage our business effectively.
We rely heavily upon information systems and other technology to conduct and manage our business
and deliver a very large portion of our services to members on an automated basis. To the extent
that we experience a failure or interruption in any of these systems or other technology, we may be
unable to conduct and manage our business
38
effectively, including, without limitation, our hedging and advances activities. We can make no
assurance that we will be able to prevent or timely and adequately address any such failure or
interruption. Any failure or interruption could significantly harm our customer relations, risk
management, and profitability, which could negatively affect our financial condition and results of
operations.
Lack of a public market and restrictions on transferring our stock could result in an illiquid
investment for the holder.
Under the GLB Act, Finance Agency regulations, and our capital plan, our stock may be redeemed upon
the expiration of a five-year redemption period following a redemption request. Only stock in
excess of a members minimum investment requirement, stock held by a member that has submitted a
notice to withdraw from membership, or stock held by a member whose membership has been terminated
may be redeemed at the end of the redemption period. Further, we may elect to repurchase excess
stock of a member at any time at our sole discretion.
There is no guarantee, however, that we will be able to redeem stock held by an investor even at
the end of the redemption period. If the redemption or repurchase of the stock would cause us to
fail to meet our minimum capital requirements, then the redemption or repurchase is prohibited by
Finance Agency regulations and our capital plan. Likewise, under such regulations and the terms of
our capital plan, we could not honor a members capital stock redemption notice if the redemption
would cause the member to fail to maintain its minimum investment requirement. Moreover, since our
stock may only be owned by our members (or, under certain circumstances, former members and certain
successor institutions), and our capital plan requires our approval before a member may transfer
any of its stock to another member, there can be no assurance that a member would be allowed to
sell or transfer any excess stock to another member at any point in time.
We may also suspend the redemption of stock if we reasonably believe that the redemption would
prevent us from maintaining adequate capital against a potential risk, or would otherwise prevent
us from operating in a safe and sound manner. In addition, approval from the Finance Agency for
redemptions or repurchases would be required if the Finance Agency or our Board of Directors were
to determine that we have incurred, or are likely to incur, losses that result in, or are likely to
result in, charges against our capital. Under such circumstances, there can be no assurance that
the Finance Agency would grant such approval or, if it did, upon what terms it might do so.
Redemption and repurchase of our stock would also be prohibited if the principal and interest due
on any consolidated obligations issued on behalf of any FHLBank through the Office of Finance have
not been paid in full or if we become unable to comply with regulatory liquidity requirements or
satisfy our current obligations.
Accordingly, there are a variety of circumstances that would preclude us from redeeming or
repurchasing our stock that is held by a member. Since there is no public market for our stock and
transfers require our approval, there can be no assurance that a members purchase of our stock
would not effectively become an illiquid investment.
Failure by a member to comply with our minimum investment requirement could result in substantial
penalties to that member and could cause us to fail to meet our capital requirements.
Members must comply with our minimum investment requirement at all times. Our Board of Directors
may increase the members minimum investment requirement within certain ranges specified in our
capital plan. The minimum investment requirement may also be increased beyond such ranges pursuant
to an amendment to the capital plan, which would have to be adopted by our Board of Directors and
approved by the Finance Agency. We would provide members with 30 days notice prior to the
effective date of any increase in their minimum investment requirement. Under the capital plan,
members are required to purchase an additional amount of our stock as necessary to comply with any
new requirements or, alternatively, they may reduce their outstanding advances activity (subject to
any prepayment fees applicable to the reduction in activity) on or prior to the effective date of
the increase. To facilitate the purchase of additional stock to satisfy an increase in the minimum
investment requirement, the capital plan authorizes us to issue stock in the name of the member and
to correspondingly debit the members demand deposit account maintained with us.
The GLB Act requires members to comply promptly with any increase in the minimum investment
requirement to ensure that we continue to satisfy our minimum capital requirements. However, the
Finance Board stated, when it published the final regulation implementing this provision of the GLB
Act, that it did not believe this provision
39
provides the FHLBanks with an unlimited call on the assets of their members. According to the
Finance Board, it is not clear whether we or our regulator would have the legal authority to compel
a member to invest additional amounts in our capital stock.
Thus, while the GLB Act and our capital plan contemplate that members would be required to purchase
whatever amounts of stock are necessary to ensure that we continue to satisfy our capital
requirements, and while we may seek to enforce this aspect of the capital plan which was approved
by the Finance Board, our ability ultimately to compel a member, either through automatic
deductions from a members demand deposit account or otherwise, to purchase an additional amount of
our stock is not free from doubt.
Nevertheless, even if a member could not be compelled to make additional stock purchases, the
failure by a member to comply with the stock purchase requirements of our capital plan could
subject it to substantial penalties, including the possible termination of its membership. In the
event of termination for this reason, we may call any outstanding advances to the member prior to
their maturity and the member would be subject to any fees applicable to the prepayment.
Furthermore, if our members fail to comply with the minimum investment requirement, we may not be
able to satisfy our capital requirements, which could adversely affect our operations and financial
condition.
Finance Agency authority to approve changes to our capital plan and to impose other restrictions
and limitations on us and our capital management may adversely affect members.
Under Finance Agency regulations and our capital plan, amendments to the capital plan must be
approved by the Finance Agency. However, amendments to our capital plan are not subject to member
consent or approval. While amendments to our capital plan must be consistent with the FHLB Act and
Finance Agency regulations, it is possible that they could result in changes to the capital plan
that could adversely affect the rights and obligations of members.
Moreover, the Finance Agency has significant supervisory authority over us and may impose various
limitations and restrictions on us, our operations, and our capital management as it deems
appropriate to ensure our safety and soundness, and the safety and soundness of the FHLBank System.
Among other things, the Finance Agency may impose higher capital requirements on us that might
include, but not be limited to, the imposition of a minimum retained earnings requirement, and may
suspend or otherwise limit stock repurchases, redemptions and dividends.
Regulatory limitations on our ability to pay dividends could result in lower investment returns for
members.
Under Finance Agency regulations, we may pay dividends on our stock only out of previously retained
earnings or current net earnings. However, if we are not in compliance with our minimum capital
requirements or if the payment of dividends would make us noncompliant, we are precluded from
paying dividends. In addition, we may not declare or pay a dividend if the par value of our stock
is impaired or is projected to become impaired after paying such dividend. Further, we may not
declare or pay any dividends in the form of capital stock if our excess stock is greater than one
percent of our total assets or if, after the issuance of such shares, our outstanding excess stock
would be greater than one percent of our total assets. Payment of dividends would also be
suspended if the principal and interest due on any consolidated obligations issued on behalf of any
FHLBank through the Office of Finance have not been paid in full or if we become unable to comply
with regulatory liquidity requirements or satisfy our current obligations. In addition to these
explicit limitations, it is also possible that the Finance Agency could restrict our ability to pay
a dividend even if we have sufficient retained earnings to make the payment and are otherwise in
compliance with the requirements for payment of dividends.
The terms of any liquidation, merger or consolidation involving us may have an adverse impact on
members investments in us.
Under the GLB Act, holders of Class B Stock own our retained earnings, if any. With respect to
liquidation, our capital plan provides that, after payment of creditors, all Class B Stock will be
redeemed at par, or pro rata if liquidation proceeds are insufficient to redeem all of the stock in
full. Any remaining assets will be distributed to the shareholders in proportion to their stock
holdings relative to the total outstanding Class B Stock.
40
Our capital plan also stipulates that its provisions governing liquidation are subject to the
Finance Agencys statutory authority to prescribe regulations or orders governing liquidations of a
FHLBank, and that consolidations and mergers may be subject to any lawful order of the Finance
Agency. We cannot predict how the Finance Agency might exercise its authority with respect to
liquidations or reorganizations or whether any actions taken by the Finance Agency in this regard
would be inconsistent with the provisions of our capital plan or the rights of holders of our Class
B Stock. Consequently, there can be no assurance that any liquidation, merger or consolidation
involving us will be consummated on terms that do not adversely affect our members investment in
us.
An increase in our AHP contribution rate could adversely affect our ability to pay dividends to our
shareholders.
The FHLB Act requires each FHLBank to establish and fund an AHP. Annually, the FHLBanks are
required to set aside, in the aggregate, the greater of $100 million or ten percent of their
current years income (before charges for AHP, as adjusted for interest expense on mandatorily
redeemable capital stock, but after the assessment for REFCORP) for their AHPs. If the FHLBanks
combined income does not result in an aggregate AHP contribution of at least $100 million in a
given year, we could be required to contribute more than ten percent of our income to the AHP. An
increase in our AHP contribution would reduce our net income and could adversely affect our ability
to pay dividends to our shareholders.
A natural disaster, especially one affecting our region, could adversely affect our profitability
or financial condition.
Portions of our district are subject to risks from hurricanes, tornadoes, floods and other natural
disasters. Such natural disasters may damage or dislocate our members facilities, may damage or
destroy collateral pledged to secure advances or other extensions of credit, may adversely affect
the livelihood of MPF borrowers or members customers or otherwise cause significant economic
dislocation in the affected areas. If this were to occur, our business could be negatively
impacted.
|
|
|
ITEM 1B. |
|
UNRESOLVED STAFF COMMENTS |
Not applicable.
The Bank owns a 159,000 square foot office building located at 8500 Freeport Parkway South, Irving,
Texas. The Bank occupies approximately 88,000 square feet of space in this building.
The Bank also maintains leased off-site business resumption and storage facilities comprising
approximately 18,000 and 5,000 square feet of space, respectively.
|
|
|
ITEM 3. |
|
LEGAL PROCEEDINGS |
The Bank is not a party to any material pending legal proceedings.
41
PART II
ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
The Bank is a cooperative and all of its outstanding capital stock, which is known as Class B
stock, is owned by its members or, in some cases, by non-member institutions that have acquired stock by virtue of acquiring a member institution, or by former members 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 of the Banks shareholders are financial
institutions; no individual may own any of the Banks capital stock. The Banks capital stock is
not publicly traded, nor is there an established market for the stock. The Banks capital stock
has a par value of $100 per share and it may be purchased, redeemed, repurchased and transferred
only at its par value. By regulation, the parties to a transaction involving the Banks stock can
include only the Bank and its member institutions (or non-member institutions or former members, as
described above). While a member could transfer stock to another member of the Bank, such a
transfer could occur only upon approval of the Bank and then only at par value. The Bank does not
issue options, warrants or rights relating to its capital stock, nor does it provide any type of
equity compensation plan. As of February 28, 2010, the Bank had 940 shareholders and 24,894,275
shares of capital stock outstanding.
Subject to Finance Agency directives, the Bank is permitted by statute and regulation to pay
dividends on members capital stock in either cash or capital stock only from previously retained
earnings or current net earnings. The Banks Board of Directors may not declare or pay a dividend
based on projected or anticipated earnings, nor may it declare or pay a dividend if the Bank is not
in compliance with its minimum capital requirements or if the Bank would fail to meet its minimum
capital requirements after paying such dividend (for a discussion of the Banks minimum capital
requirements, see Item 7 Managements Discussion and Analysis of Financial Condition and Results
of Operations Risk-Based Capital Rules and Other Capital Requirements). Further, the Bank may
not declare or pay any dividends in the form of capital stock if excess stock held by its
shareholders is greater than one percent of the Banks total assets or if, after the issuance of
such shares, excess stock held by its shareholders would be greater than one percent of the Banks
total assets. Shares of Class B stock issued as dividend payments have the same rights,
obligations, and restrictions as all other shares of Class B stock, including rights, privileges,
and restrictions related to the repurchase and redemption of Class B stock. To the extent such
shares represent excess stock, they may be repurchased or redeemed by the Bank in accordance with
the provisions of the Banks capital plan.
The Bank has had a long-standing practice of paying quarterly dividends in the form of capital
stock. The Bank has also had a long-standing practice of benchmarking the dividend rate that it
pays on its capital stock to the average federal funds rate. When stock dividends are
paid, capital stock is issued in full shares and any fractional shares are paid in cash. Dividends
are typically paid on the last business day of each quarter and are based upon the Banks operating
results, shareholders average capital stock holdings and the average federal funds rate
for the preceding calendar quarter.
42
The following table sets forth certain information regarding the quarterly dividends that were
declared and paid by the Bank during the years ended
December 31, 2009 and 2008. In those years, the Bank paid
dividends based on the average effective federal funds rate. All dividends
were paid in the form of capital stock except for fractional shares, which were paid in cash.
DIVIDENDS PAID
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
Annualized |
|
|
|
|
|
|
Annualized |
|
|
|
Amount(1) |
|
|
Rate(3) |
|
|
Amount(2) |
|
|
Rate(3) |
|
First Quarter |
|
$ |
4,204 |
|
|
|
0.50 |
% |
|
$ |
26,787 |
|
|
|
4.50 |
% |
|
Second Quarter |
|
|
1,343 |
|
|
|
0.18 |
|
|
|
20,043 |
|
|
|
3.18 |
|
|
Third Quarter |
|
|
1,302 |
|
|
|
0.18 |
|
|
|
15,253 |
|
|
|
2.09 |
|
|
Fourth Quarter |
|
|
1,116 |
|
|
|
0.16 |
|
|
|
15,043 |
|
|
|
1.94 |
|
|
|
|
(1) |
|
Amounts include (in thousands) $61, $37, $35 and $25 of dividends paid on mandatorily redeemable
capital stock for the first, second, third and fourth quarters of 2009, respectively. For financial reporting purposes,
these dividends were classified as interest expense. |
|
(2) |
|
Amounts include (in thousands) $927, $541, $361 and $219 of dividends paid on mandatorily redeemable
capital stock for the first, second, third and fourth quarters of 2008, respectively. For financial reporting purposes,
these dividends were classified as interest expense. |
|
(3) |
|
Reflects the annualized rate paid on all of the Banks average capital stock outstanding regardless of its
classification for financial reporting purposes as either capital stock or mandatorily redeemable capital stock. |
The Bank has a retained earnings policy that calls for the Bank to maintain retained earnings
in an amount sufficient to protect against potential identified economic or accounting losses due
to specified interest rate, credit or operations risks. With certain exceptions, the Banks policy
calls for the Bank to maintain its retained earnings balance at or above its policy target when
determining the amount of funds available to pay dividends. Taking into consideration its current
retained earnings policy target, as well as its current earnings expectations and anticipated
market conditions, the Bank currently expects to pay dividends in
2010 at or slightly above the average
federal funds rate for the period from October 1, 2009 through September 30, 2010. For a
discussion of the Banks current retained earnings policy target, see Item 7 Managements
Discussion and Analysis of Financial Condition and Results of Operations Financial Condition
Retained Earnings and Dividends.
The
Banks Board of Directors recently approved a dividend in the form of capital stock for the
first quarter of 2010 at an annualized rate of 0.375 percent (which
exceeds the upper end of the Federal Reserves target for the
federal funds rate for the fourth quarter of 2009 by 12.5 basis points). The first quarter 2010 dividend, to
be applied to average capital stock held during the period from October 1, 2009 through December
31, 2009, is payable on March 31, 2010.
Pursuant to the terms of an SEC no-action letter dated September 13, 2005, the Bank is exempt from
the requirements to report: (1) sales of its equity securities under Item 701 of Regulation S-K and
(2) repurchases of its equity securities under Item 703 of Regulation S-K. In addition, the HER
Act specifically exempts the Bank from periodic reporting requirements under the securities laws
pertaining to the disclosure of unregistered sales of equity securities.
43
ITEM 6. SELECTED FINANCIAL DATA
SELECTED
FINANCIAL DATA
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
2009 |
|
2008 |
|
2007 |
|
2006 |
|
2005 |
Balance sheet (at year end) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advances
|
|
$ |
47,262,574 |
|
|
$ |
60,919,883 |
|
|
$ |
46,298,158 |
|
|
$ |
41,168,141 |
|
|
$ |
46,456,958 |
|
Investments (1)(2)
|
|
|
13,491,819 |
|
|
|
17,388,015 |
|
|
|
16,400,655 |
|
|
|
13,429,450 |
|
|
|
17,161,557 |
|
Mortgage loans(3)
|
|
|
259,857 |
|
|
|
327,320 |
|
|
|
381,731 |
|
|
|
449,893 |
|
|
|
542,772 |
|
Allowance for credit losses on mortgage loans
|
|
|
240 |
|
|
|
261 |
|
|
|
263 |
|
|
|
267 |
|
|
|
294 |
|
Total assets (2)
|
|
|
65,092,076 |
|
|
|
78,932,898 |
|
|
|
63,458,256 |
|
|
|
55,457,966 |
|
|
|
64,519,215 |
|
Consolidated obligations discount notes
|
|
|
8,762,028 |
|
|
|
16,745,420 |
|
|
|
24,119,433 |
|
|
|
8,225,787 |
|
|
|
11,219,806 |
|
Consolidated obligations bonds
|
|
|
51,515,856 |
|
|
|
56,613,595 |
|
|
|
32,855,379 |
|
|
|
41,684,138 |
|
|
|
46,121,709 |
|
Total consolidated obligations(4)
|
|
|
60,277,884 |
|
|
|
73,359,015 |
|
|
|
56,974,812 |
|
|
|
49,909,925 |
|
|
|
57,341,515 |
|
Mandatorily redeemable capital stock(5)
|
|
|
9,165 |
|
|
|
90,353 |
|
|
|
82,501 |
|
|
|
159,567 |
|
|
|
319,335 |
|
Capital stock putable
|
|
|
2,531,715 |
|
|
|
3,223,830 |
|
|
|
2,393,980 |
|
|
|
2,248,147 |
|
|
|
2,298,622 |
|
Retained earnings
|
|
|
356,282 |
|
|
|
216,025 |
|
|
|
211,762 |
|
|
|
190,625 |
|
|
|
178,494 |
|
Accumulated other comprehensive income (loss)
|
|
|
(65,965 |
) |
|
|
(1,435 |
) |
|
|
(570 |
) |
|
|
748 |
|
|
|
(2,677 |
) |
Total capital
|
|
|
2,822,032 |
|
|
|
3,438,420 |
|
|
|
2,605,172 |
|
|
|
2,439,520 |
|
|
|
2,474,439 |
|
Dividends paid(5)
|
|
|
7,807 |
|
|
|
75,078 |
|
|
|
108,641 |
|
|
|
110,049 |
|
|
|
89,813 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income statement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income (6)
|
|
$ |
76,476 |
|
|
$ |
150,358 |
|
|
$ |
223,026 |
|
|
$ |
216,292 |
|
|
$ |
222,559 |
|
Provision (release of allowance) for credit losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(56 |
) |
Other income
|
|
|
200,355 |
|
|
|
22,580 |
|
|
|
9,505 |
|
|
|
1,279 |
|
|
|
157,585 |
|
Other expense
|
|
|
75,290 |
|
|
|
64,813 |
|
|
|
55,296 |
|
|
|
49,820 |
|
|
|
50,223 |
|
Assessments
|
|
|
53,477 |
|
|
|
28,784 |
|
|
|
47,457 |
|
|
|
45,571 |
|
|
|
88,498 |
|
Income before cumulative effect of change
in accounting principle (3)
|
|
|
148,064 |
|
|
|
79,341 |
|
|
|
129,778 |
|
|
|
122,180 |
|
|
|
241,479 |
|
Net income (3)
|
|
|
148,064 |
|
|
|
79,341 |
|
|
|
129,778 |
|
|
|
122,180 |
|
|
|
242,387 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance ratios |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest margin(7)
|
|
|
0.11 |
% |
|
|
0.20 |
% |
|
|
0.40 |
% |
|
|
0.37 |
% |
|
|
0.34 |
% |
Return on average assets (2)(3)
|
|
|
0.21 |
|
|
|
0.11 |
|
|
|
0.24 |
|
|
|
0.21 |
|
|
|
0.37 |
|
Return on average equity (3)
|
|
|
4.92 |
|
|
|
2.52 |
|
|
|
5.58 |
|
|
|
4.98 |
|
|
|
8.90 |
|
Return on average capital stock (3)(8)
|
|
|
5.39 |
|
|
|
2.73 |
|
|
|
6.18 |
|
|
|
5.42 |
|
|
|
9.66 |
|
Total average equity to average assets(2)
|
|
|
4.30 |
|
|
|
4.23 |
|
|
|
4.22 |
|
|
|
4.29 |
|
|
|
4.20 |
|
Regulatory capital ratio(2)(9)
|
|
|
4.45 |
|
|
|
4.47 |
|
|
|
4.24 |
|
|
|
4.69 |
|
|
|
4.33 |
|
Dividend payout ratio (5)(10)
|
|
|
5.27 |
|
|
|
94.63 |
|
|
|
83.71 |
|
|
|
90.07 |
|
|
|
37.05 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of earnings to fixed charges
|
|
|
1.26 |
X |
|
|
1.05 |
X |
|
|
1.07 |
X |
|
|
1.06 |
X |
|
|
1.16 |
X |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average effective federal funds rate (11)
|
|
|
0.16 |
% |
|
|
1.92 |
% |
|
|
5.02 |
% |
|
|
4.97 |
% |
|
|
3.22 |
% |
|
|
|
(1) |
|
Investments consist of federal funds sold, loans to other FHLBanks, interest-bearing deposits and securities classified as held-to-maturity,
available-for-sale and trading. |
|
(2) |
|
In accordance with new accounting guidance that became effective on January 1, 2008, 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. Prior to the adoption of this guidance, the Bank
offset only the fair value amounts recognized for derivative instruments executed with the same counterparty under a master netting
arrangement. The investments and total asset balances at December 31, 2007, 2006 and 2005 have been adjusted to reflect the retrospective
application of this guidance. The Bank has determined that it is impractical to retrospectively restate the average balances in
periods prior to 2008; further, the Bank has determined that any such adjustments would not have had a material impact on the average
total asset balances for those periods. Accordingly, the asset-based performance ratios for periods prior to 2008 do not reflect any
adjustments for the retrospective application of this guidance. |
|
(3) |
|
Effective January 1, 2005, the Bank changed its method of accounting for the amortization and accretion of premiums and discounts on
mortgage loans from the retrospective method to the contractual method. This change resulted in a $1.2 million cumulative increase
in the balance of mortgage loans at that date. Net of assessments, the cumulative effect of this change in accounting principle
increased 2005 earnings by $908,000. |
|
(4) |
|
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 December 31, 2009, 2008, 2007, 2006 and 2005, the outstanding consolidated obligations (at par value)
of all 12 FHLBanks totaled approximately $0.931 trillion, $1.252 trillion, $1.190 trillion, $0.952 trillion and $0.937 trillion, respectively.
As of those dates, the Banks outstanding consolidated obligations (at par value) were $59.9 billion, $72.9 billion, $57.0 billion,
$50.2 billion and $57.8 billion, respectively. |
|
(5) |
|
Mandatorily redeemable capital stock represents capital stock that is classified as a liability under GAAP. Dividends on mandatorily
redeemable capital stock are recorded as interest expense and excluded from dividends paid. Dividends paid on mandatorily redeemable
capital stock totaled $0.2 million, $2.0 million, $6.6 million, $10.8 million and $11.6 million for the years ended December 31, 2009,
2008, 2007, 2006 and 2005, respectively. |
|
(6) |
|
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 (expense) associated with such agreements totaled $107.6 million, $5.0 million,
($0.4 million), ($2.2 million) and ($28.4 million) for the years ended December 31, 2009, 2008, 2007, 2006 and 2005, respectively. |
|
(7) |
|
Net interest margin is net interest income as a percentage of average earning assets. |
|
(8) |
|
Return on average capital stock is derived by dividing net income by average capital stock balances excluding mandatorily redeemable |
|
|
|
capital stock. |
|
(9) |
|
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. |
|
(10) |
|
Dividend payout ratio is computed by dividing dividends paid by net income for the year. |
|
(11) |
|
Rates obtained from the Federal Reserve Statistical Release. |
44
ITEM 7. MANAGEMENTS 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 annual audited financial statements and notes thereto for the years
ended December 31, 2009, 2008 and 2007 beginning on page F-1 of this Annual Report on Form 10-K.
Forward-Looking Information
This annual report contains forward-looking statements that reflect current beliefs and
expectations of the Bank about its future results, performance, liquidity, financial condition,
prospects and opportunities, including the prospects for the payment of future 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 Banks actual future 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 Banks access to the capital markets, changes in the cost of the
Banks debt, adverse consequences resulting from a significant regional or national economic
downturn, credit and prepayment risks, or changes in the financial health of the Banks members or
non-member borrowers. Among other things, political events could possibly lead to changes in the
Banks regulatory environment or its status as a government-sponsored enterprise (GSE), or to
changes in the regulatory environment for the Banks members or non-member borrowers. Risks and
uncertainties related to competitive business forces include, but are not limited to, the potential
loss of large members or large borrowers through acquisitions or other means or changes in the
relative competitiveness of the Banks products and services for member institutions. For a more
detailed discussion of the risk factors applicable to the Bank, see Item 1A Risk Factors. 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
The Bank is one of 12 district Federal Home Loan Banks (each individually a FHLBank and
collectively the FHLBanks and, together with the Federal Home Loan Banks Office of Finance, a
joint office of the FHLBanks, the FHLBank System) that were created by the Federal Home Loan Bank
Act of 1932, as amended (the FHLB Act). The FHLBanks serve the public by enhancing the
availability of credit for residential mortgages, community lending, and targeted community
development. As independent, member-owned cooperatives, the FHLBanks seek to maintain a balance
between their public purpose and their ability to provide adequate returns on the capital supplied
by their members. Prior to July 30, 2008, the Federal Housing Finance Board (Finance Board) was
responsible for the supervision and regulation of the FHLBanks and the Office of Finance.
Effective with the enactment of the Housing and Economic Recovery Act of 2008 (the HER Act) on
July 30, 2008, the Federal Housing Finance Agency (Finance Agency), an independent agency in the
executive branch of the United States Government, assumed responsibility for supervising and
regulating the FHLBanks and the Office of Finance. The Finance Agency has responsibility to ensure
that the FHLBanks: (i) operate in a safe and sound manner (including the maintenance of adequate
capital and internal controls); (ii) foster liquid, efficient, competitive and resilient national
housing finance markets; (iii) comply with applicable laws, rules, regulations, guidelines and
orders (including the HER Act and the FHLB Act); (iv) carry out their statutory mission only
through authorized activities; and (v) operate and conduct their activities in a manner that is
consistent with the public interest. Consistent with these responsibilities, the Finance Agency
establishes policies and regulations covering the operations of the FHLBanks. The HER Act provided
that all regulations, orders, directives and determinations issued by the Finance Board prior to
enactment of the HER Act immediately transferred to the Finance Agency and remain in force unless
modified, terminated, or set aside by the Director of the Finance Agency. For additional
discussion regarding the Finance Agency, see Item 1 Business Legislative and Regulatory
Developments.
45
The Bank serves eligible financial institutions in Arkansas, Louisiana, Mississippi, New Mexico and
Texas (collectively, the Ninth District of the FHLBank System). The Banks primary business is
lending relatively low cost funds (known as advances) to its member institutions, which include
commercial banks, thrifts, insurance companies and credit unions. Effective with the enactment of
the HER Act, Community Development Financial Institutions that are certified under the Community
Development Banking and Financial Institutions Act of 1994 are also eligible for membership in the
Bank. While not members of the Bank, state and local housing authorities that meet certain
statutory criteria may also borrow from the Bank. The Bank also maintains a portfolio of highly
rated investments for liquidity purposes and to provide additional earnings. Additionally, the
Bank holds interests in a portfolio of government-guaranteed/insured and conventional mortgage
loans that were acquired through the Mortgage Partnership Finance® (MPF®) Program offered by the
FHLBank of Chicago. Shareholders return on their investment includes dividends (which are
typically paid quarterly in the form of capital stock) and the value derived from access to the
Banks products and services. Historically, the Bank has balanced the financial rewards to
shareholders by seeking to pay a dividend that generally 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. During each quarter of 2009, the Bank paid dividends at the average effective federal
funds rate for the immediately preceding quarter. The average
effective federal funds rate of 0.51 percent for the fourth quarter
of 2008 was below the Federal Reserves average federal funds
target rate of 1.06 percent, while the average effective federal
funds rate for each of the first three quarters of 2009 was below
the upper end of the Federal Reserves target range of 0.25
percent for the federal
funds rate for those periods, which was also the rate that depository institutions could earn on
both required and excess reserves maintained at the Federal Reserve
during those periods.
The Banks capital stock is not publicly traded and can only be held by members of the Bank, by
non-member institutions that acquire stock by virtue of acquiring member institutions, or by former
members of the Bank 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 hold stock in the Bank. The Banks capital stock has a par value of $100 per share
and is purchased, redeemed, repurchased and, with the prior approval of the Bank, transferred only
at its par value. Members may redeem excess stock, or withdraw from membership and redeem all
outstanding capital stock, with five years written notice to the Bank.
The FHLBanks debt instruments (known as consolidated obligations) are their primary source of
funds and are the joint and several obligations of all 12 FHLBanks (see Item 1 Business).
Consolidated obligations are issued through the Office of Finance acting as agent for the FHLBanks
and generally are publicly traded in the over-the-counter market. The Bank records on its balance
sheet only those consolidated obligations for which it is the primary obligor. Consolidated
obligations are not obligations of the United States Government and the United States Government
does not guarantee them. Consolidated obligations are rated Aaa/P-1 by Moodys Investors Service
(Moodys) and AAA/A-1+ by Standard and Poors (S&P), which are the highest ratings available
from these nationally recognized statistical rating organizations (NRSROs). These ratings
indicate that Moodys and S&P have concluded that the FHLBanks have an extremely strong capacity to
meet their commitments to pay principal and interest on consolidated obligations, and that
consolidated obligations are judged to be of the highest quality, with minimal credit risk. The
ratings also reflect the FHLBank Systems status as a GSE. Historically, the FHLBanks GSE status
and highest available credit ratings on consolidated obligations have provided the FHLBanks with
excellent capital markets access. Deposits, other borrowings and the proceeds from capital stock
issued to members are also sources of funds for the Bank.
In addition to ratings on the FHLBanks consolidated obligations, each FHLBank is rated
individually by both S&P and Moodys. These individual FHLBank ratings apply to obligations of the
respective FHLBanks, such as interest rate derivatives, deposits, and letters of credit. As of
February 28, 2010, Moodys had assigned a deposit rating of Aaa/P-1 to each individual FHLBank and
none of the FHLBanks were on its Watchlist. At that same date, S&P had assigned long-term
counterparty credit ratings of AAA/A-1+ to 10 of the FHLBanks (including the Bank) and AA+/A-1+ to
the FHLBanks of Seattle and Chicago. In addition, as of February 28, 2010, S&P had assigned stable
outlooks to all 12 of the FHLBanks.
Shareholders, bondholders and prospective shareholders and bondholders should understand that these
ratings are not a recommendation to buy, hold or sell securities and they may be subject to
revision or withdrawal at any time by the NRSRO. The ratings from each of the NRSROs should be
evaluated independently.
46
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 Banks
creditors is made possible by the extensive use of interest rate exchange agreements, including
interest rate swaps and caps. The Banks 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). For a discussion of ASC
815, see the sections below entitled Financial Condition Derivatives and Hedging Activities and
Critical Accounting Policies and Estimates.
The Bank
considers its core earnings to be net earnings exclusive
of: (1) gains or losses on the sales
of investment securities, if any; (2) gains or losses on the
retirement or transfer of debt, if any; (3) prepayment fees on
advances; (4) fair value adjustments required by ASC 815 (except for net interest payments associated
with derivatives); and (5) realized gains and losses associated with early terminations of derivative
transactions. The Banks core earnings are generated primarily from net interest income and
typically tend to rise and fall with the overall level of interest rates, particularly short-term
money market rates. Because the Bank is a cooperatively owned wholesale institution, the spread
component of its net interest income is much smaller than a typical commercial bank, and a
relatively larger portion of its net interest income is derived from the investment of its capital.
The Bank endeavors to maintain a fairly neutral interest rate risk profile. As a result, the
Banks capital is effectively invested in shorter-term assets and its core earnings and returns on
capital stock (based on core earnings) generally tend to follow short-term interest rates. The
Banks 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 following table
summarizes the Banks return on average capital stock (based on
reported results), the average effective federal funds rate and
the Banks dividend payment rate for the years ended December 31, 2009, 2008 and 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
Earnings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return on average capital stock |
|
|
5.39 |
% |
|
|
2.73 |
% |
|
|
6.18 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Average effective federal funds rate |
|
|
0.16 |
% |
|
|
1.92 |
% |
|
|
5.02 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average of dividend rates paid
(1) |
|
|
0.25 |
% |
|
|
2.92 |
% |
|
|
5.21 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Reference average effective federal
funds rate (reference rate) (2) |
|
|
0.25 |
% |
|
|
2.92 |
% |
|
|
5.21 |
% |
|
|
|
(1) |
|
Computed as the average of the dividend rates paid in each quarter during the year weighted
by the number of days in each quarter. |
|
(2) |
|
See discussion below for a description of the reference rate. |
For a discussion of the Banks annual returns on capital stock and the reasons for the
variability in those returns from year to year, see the section below entitled Results of
Operations.
The Banks 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.
To provide more meaningful comparisons between the average effective federal funds rate and the
Banks dividend rate, the above table sets forth a reference average effective federal funds
rate. For the years ended December 31,
47
2009, 2008 and 2007, the reference average effective federal funds rate reflects the average
effective federal funds rate for the periods from October 1, 2008 through September 30, 2009, from
October 1, 2007 through September 30, 2008 and from October 1, 2006 through September 30, 2007,
respectively. For additional discussion regarding the Banks dividend declaration and payment
process, see the section entitled Financial Condition Retained Earnings and Dividends.
The Bank operates in only one reportable segment. All of the Banks revenues are derived from U.S.
operations.
Financial Market Conditions
Although capital markets have not returned to pre-credit crisis conditions, credit market
conditions during 2009 continued the trend of noticeable improvement that began in late 2008.
Capital market participants were cautious throughout 2008 about the creditworthiness and liquidity
of their investments, which curtailed overall market liquidity throughout most of that year. The
impact of this caution was particularly acute during the last half of the third quarter and the
first half of the fourth quarter of 2008.
In 2008, the U.S. and other governments and their central banks developed and implemented
aggressive initiatives in an effort to provide support for and to restore the functioning of the
global credit markets. Those programs included the implementation by the United States Department
of the Treasury (the Treasury) of the Troubled Asset Relief Program (TARP) authorized by
Congress in October 2008 and the Federal Reserves purchases of commercial paper, agency debt
securities (including FHLBank debt) and mortgage-backed securities. In addition, the Federal
Reserves discount window lending and Term Auction Facility (TAF) for auctions of short-term
liquidity, the expansion of insured deposit limits and the Federal Deposit Insurance Corporations
Temporary Liquidity Guarantee Program (TLGP) provided additional liquidity support for depository
institutions. As conditions improved in 2009, the level of support provided by some of these
government programs stabilized or contracted. For instance, direct lending by the Federal Reserve
to depository institutions reached approximately $530 billion by December 31, 2008 and remained at
about that level through April 2009 before declining to about $320 billion at the end of June 2009,
$206 billion at September 30, 2009 and $96 billion at December 31, 2009. Otherwise unsecured debt
issued by commercial banks and guaranteed by the Federal Deposit
Insurance Corporation (FDIC) reached approximately $330 billion by March
31, 2009, remained near that level at June 30, 2009 and declined to approximately $309 billion at
both September 30, 2009 and December 31, 2009. The TARP, TLGP and TAF programs are scheduled to
expire in 2010.
In addition to those actions to provide additional direct liquidity to the markets, the Federal
Reserve Board, through its Federal Open Market Committee, reduced its target for the federal funds
rate first from 2.00 percent to 1.00 percent in two steps during October 2008, and then
subsequently reduced the target to a range between 0 and 0.25 percent. The Federal Open Market
Committee maintained its target for the federal funds rate at a range between 0 and 0.25 percent
throughout 2009.
The government programs discussed above increased the amount of liquidity in the market, thereby
reducing the demand for federal funds which in turn resulted in an effective federal funds rate
below the upper end of the targeted range for all of 2009 (the targeted rate was zero to 25 basis
points). In October 2008, the Federal Reserve began paying interest on required and excess
reserves held by depository institutions, and throughout 2009 the rate
was equivalent to the upper boundary of the targeted
range for federal funds. As a result, most commercial banks began to retain their excess liquidity
at the Federal Reserve rather than selling federal funds in the market, substantially reducing the volume of
overnight federal funds trading. Because GSEs cannot earn interest on their reserves at the
Federal Reserve, these institutions have continued to sell their excess liquidity in the federal
funds market. However, the lack of demand for such funds has resulted in the effective funds rate
remaining below the upper end of the target range for the federal funds rate.
One- and three-month LIBOR rates fell from 3.93 percent and 4.05 percent, respectively, at
September 30, 2008 to 0.44 percent and 1.43 percent, respectively, as of December 31, 2008. One-
and three-month LIBOR rates stabilized and the spread between those rates shrank during 2009, with
one- and three-month LIBOR ending the year at 0.23 percent and 0.25 percent, respectively. More
stable one- and three-month LIBOR rates, combined with smaller spreads between those two indices
and between those indices and overnight lending rates, suggest some degree of general improvement
in the inter-bank lending markets.
48
The following table presents information on various market interest rates at December 31, 2009 and
2008 and various average market interest rates for the years ended December 31, 2009, 2008 and
2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending Rate |
|
|
Average Rate |
|
|
|
|
December 31, |
|
|
|
December 31, |
|
|
|
For the Year Ended December 31, |
|
|
|
|
2009 |
|
|
|
2008 |
|
|
|
2009 |
|
|
|
2008 |
|
|
|
2007 |
|
Federal Funds Target (1) |
|
|
0.25% |
|
|
|
0.25% |
|
|
|
0.25% |
|
|
|
2.08% |
|
|
|
5.05% |
|
Average
Effective Federal Funds Rate (2) |
|
|
0.05% |
|
|
|
0.14% |
|
|
|
0.16% |
|
|
|
1.92% |
|
|
|
5.02% |
|
1-month LIBOR (1) |
|
|
0.23% |
|
|
|
0.44% |
|
|
|
0.33% |
|
|
|
2.68% |
|
|
|
5.25% |
|
3-month LIBOR (1) |
|
|
0.25% |
|
|
|
1.43% |
|
|
|
0.69% |
|
|
|
2.93% |
|
|
|
5.30% |
|
2-year LIBOR (1) |
|
|
1.42% |
|
|
|
1.48% |
|
|
|
1.41% |
|
|
|
2.94% |
|
|
|
4.91% |
|
5-year LIBOR (1) |
|
|
2.98% |
|
|
|
2.13% |
|
|
|
2.65% |
|
|
|
3.69% |
|
|
|
5.01% |
|
10-year LIBOR (1) |
|
|
3.97% |
|
|
|
2.56% |
|
|
|
3.44% |
|
|
|
4.24% |
|
|
|
5.24% |
|
3-month U.S. Treasury (1) |
|
|
0.06% |
|
|
|
0.08% |
|
|
|
0.15% |
|
|
|
1.45% |
|
|
|
4.46% |
|
2-year U.S. Treasury (1) |
|
|
1.14% |
|
|
|
0.77% |
|
|
|
0.96% |
|
|
|
2.00% |
|
|
|
4.36% |
|
5-year U.S. Treasury (1) |
|
|
2.69% |
|
|
|
1.55% |
|
|
|
2.20% |
|
|
|
2.79% |
|
|
|
4.42% |
|
10-year U.S. Treasury (1) |
|
|
3.85% |
|
|
|
2.21% |
|
|
|
3.26% |
|
|
|
3.64% |
|
|
|
4.63% |
|
|
|
|
(1) |
|
Source: Bloomberg |
|
(2) |
|
Source: Federal Reserve Statistical Release |
During late 2008 and early 2009, the variety of government initiatives, the different types of
support those initiatives provided the markets, and the announced sunset dates for those support
mechanisms also had the effect of creating uncertainty around the appropriate relationship of
prices for different types of financial instruments issued by different types of institutions.
Pricing uncertainty, in combination with volatile conditions in the credit markets, motivated many
investors to substantially limit their exposure to credit and liquidity risk. This led to
increased demand for U.S. Treasury securities and short-term agency investments and diminished
investors demand for any longer term investments, including callable and non-callable debt issued
by the FHLBanks and the secondary market housing GSEs. These market dynamics were reflected in a
variety of yield relationships between different benchmark market yields, including increases in
the spreads between yields on short-term Treasury securities and other short-term rates such as
one- and three-month LIBOR.
Economic conditions appear to be showing some early signs of eventual improvement, including
positive growth in the gross domestic product (GDP) for the third and fourth quarters of 2009.
While much of the significant deterioration in economic conditions that followed the disruptive
financial market events of September 2008, including unemployment rates, has not reversed, and the
economy has remained weak since that time, policy makers have interpreted recent data and the third
and fourth quarter GDP data to indicate that the pace of economic decline has begun to reverse
itself. Those early signs of improvement notwithstanding, the prospects for and potential timing
of renewed economic growth (and employment growth in particular) remain very uncertain.
2009 In Summary
|
|
|
The Bank ended 2009 with total assets of $65.1 billion and total advances of $47.3
billion, a decrease from $78.9 billion and $60.9 billion, respectively, at the end of 2008.
The decrease in advances for 2009 was attributable in large part to the repayment of
approximately $8.2 billion of advances by three large borrowers, as further discussed in
the section below entitled Financial Condition Advances. The remaining decline in
advances during 2009 was attributable to a decline in member demand which the Bank believes
was due, at least in part, to increases in members deposit levels and reduced lending
activity due to the economic recession, as well as the availability of federal government
programs that provided members with more attractively priced sources of funding and
liquidity than were available earlier in the credit crisis. |
49
|
|
|
The Banks net income for 2009 was $148.1 million. Net interest income was $76.5
million and net gains on derivatives and hedging activities were $193.1 million. |
|
|
|
The Banks net interest income excludes net interest payments associated with economic
hedge derivatives, which contributed significantly to the Banks income before assessments
of $201.5 million for 2009. Had the net interest income on economic hedge derivatives been
included in net interest income, the Banks net interest income would have been higher (and
its net gains on derivatives and hedging activities would have been lower) by $107.6
million for the year ended December 31, 2009. |
|
|
|
|
The Banks net interest income for 2009 was adversely impacted by actions the Bank took in
late 2008 to ensure its ability to provide liquidity to its members during a period of
unusual market disruption. At the height of the credit market disruptions in the early part
of the fourth quarter of 2008, and in order to ensure that the Bank would have sufficient
liquidity on hand to fund member advances throughout the year-end period, the Bank issued
debt with maturities that extended into 2009 instead of issuing very short-maturity debt.
As yields subsequently declined sharply on the Banks short-term assets, including overnight
federal funds sold and short-term advances to members, this debt was carried at a negative
spread. Due in large part to the negative spread associated with the investment of the
remaining portion of this debt in low-yielding short-term assets, the Banks net interest
income was negative in the first quarter of 2009. The negative impact of this debt was
minimal during the remainder of 2009 as much of the relatively high cost debt issued in late
2008 matured in the first quarter of 2009. |
|
|
|
|
The $193.1 million in net gains on derivatives and hedging activities for the year
included $107.6 million of net interest income on interest rate swaps accounted for as
economic hedge derivatives, $62.5 million of net ineffectiveness-related gains on fair
value hedges related to consolidated obligation bonds and $26.2 million of net gains on
economic hedge derivatives (excluding net interest settlements). |
|
|
|
|
During 2008, the Bank recognized $55.4 million of net ineffectiveness-related losses related
to hedge ineffectiveness on interest rate swaps used to convert most of its fixed rate
consolidated obligation bonds to LIBOR floating rates. Those losses were largely
attributable to the unusual (and significant) decrease in three-month LIBOR rates during the
fourth quarter of 2008. With relatively stable three-month LIBOR rates during the first
quarter of 2009, these previous ineffectiveness-related losses reversed (in the form of
ineffectiveness-related gains) during the three months ended March 31, 2009. Three-month
LIBOR rates remained relatively stable during the remainder of 2009, resulting in
significantly lower ineffectiveness-related gains and losses during those periods. |
|
|
|
|
The net gains on the Banks economic hedge derivatives during 2009 included gains on
interest rate swaps used to hedge the risk of changes in spreads between the daily federal
funds rate and three-month LIBOR. These gains, totaling $10.3 million, were due to the
tightening of the spread between the two indices and changes in the future expectations for
such spread. The net gains on economic hedge derivatives were also significantly impacted
by net gains on the Banks portfolio of interest rate basis swaps that are used to hedge the
risk of changes in spreads between one- and three-month LIBOR and net gains on interest rate
caps that are used to hedge the impact that rising rates would have on its portfolio of
collateralized mortgage obligation (CMO) LIBOR floaters with embedded caps. During 2009,
net gains of $9.0 million and $14.3 million were recognized on interest rate basis swaps and
interest rate caps, respectively. |
|
|
|
|
The Bank held $24.3 billion (notional) of interest rate swaps recorded as economic hedge
derivatives with a net positive fair value of $32.1 million (excluding accrued interest) at
December 31, 2009. If these swaps are held to maturity, these net unrealized gains will
ultimately reverse in future periods in the form of unrealized losses, which will negatively
impact the Banks earnings in those periods. The timing of this reversal will depend on the
relative level and volatility of future interest rates. In addition, as of December 31,
2009, the Bank held $3.75 billion (notional) of stand-alone interest rate cap agreements
with a fair value of $51.1 million that hedge CMO LIBOR floaters with embedded caps. If
these agreements are held to |
50
|
|
|
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. |
|
|
|
During 2009, unrealized losses on the Banks holdings of non-agency residential
mortgage-backed securities classified as held-to-maturity decreased from $277.0 million
(40.9 percent of amortized cost) to $135.3 million (26.5 percent of amortized cost). Based
on its year-end 2009 analysis of the securities in this portfolio, the Bank believes that
the unrealized losses were principally the result of significant (albeit reduced) liquidity
risk-related discounts in the non-agency mortgage-backed securities market and do not
accurately reflect the actual historical or currently likely future credit performance of
the securities. In assessing the expected credit performance of these securities, the Bank
determined that it is likely that it will not fully recover the amortized cost basis of
seven of its non-agency residential mortgage-backed securities and, accordingly, these
securities (with an aggregate unpaid principal balance of $148.0 million as of December 31,
2009) were deemed to be other-than-temporarily impaired during 2009. In accordance with
guidance issued by the Financial Accounting Standards Board (FASB) in April 2009, which
the Bank early adopted effective January 1, 2009, the credit components of the impairment
losses ($4.0 million) were recognized in earnings while the non-credit components of the
impairment losses ($75.9 million) were recognized in other comprehensive income. Prospects
for future housing market conditions, which will influence whether the Bank will record any
additional other-than-temporary impairment charges on these or any other securities in the
future, remain uncertain. |
|
|
|
|
At all times during 2009, the Bank was in compliance with all of its regulatory capital
requirements. In addition, the Banks retained earnings increased to $356.3 million at
December 31, 2009 from $216.0 million at December 31, 2008. |
|
|
|
|
During 2009, the Bank paid dividends totaling $7.8 million; the quarterly dividends
during the year were paid at rates that equaled the benchmark average effective federal
funds rate for the applicable reference periods. While there can be no assurances about
2010 earnings, dividends, or regulatory actions, the Bank currently anticipates that its
2010 earnings will be sufficient both to pay quarterly dividends at a rate equal to
or slightly above the average federal funds rate and to continue building retained earnings. In addition, the Bank currently
expects to continue its quarterly repurchases of surplus stock. |
Financial Condition
The following table provides selected period-end balances as of December 31, 2009, 2008 and 2007,
as well as selected average balances for the years ended December 31, 2009, 2008 and 2007. As
shown in the table, the Banks total assets decreased by 17.5 percent (or $13.8 billion) during the
year ended December 31, 2009 after increasing by 24.4 percent (or $15.5 billion) during the year
ended December 31, 2008. The decrease in total assets during the year ended December 31, 2009 was
primarily attributable to a $13.7 billion decrease in advances. As the Banks assets decreased,
the funding for those assets also decreased. During the year ended December 31, 2009, total
consolidated obligations decreased by $13.1 billion, as consolidated obligation bonds decreased by
$5.1 billion and consolidated obligation discount notes declined by $8.0 billion.
During the year ended December 31, 2008, total assets increased by $15.5 billion, due largely to a
$14.6 billion increase in advances. The funding for those assets also increased during the year
ended December 31, 2008, as consolidated obligation bonds increased by $23.8 billion and
consolidated obligation discount notes declined by $7.4 billion.
The activity in each of the major balance sheet captions is discussed in the sections following the
table.
51
SUMMARY OF CHANGES IN FINANCIAL CONDITION
(dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
|
|
|
|
|
Percentage |
|
|
|
|
|
|
Percentage |
|
|
|
|
|
|
|
|
|
|
Increase |
|
|
|
|
|
|
Increase |
|
|
|
|
|
|
Balance |
|
|
(Decrease) |
|
|
Balance |
|
|
(Decrease) |
|
|
Balance |
|
Advances |
|
$ |
47,263 |
|
|
|
(22.4) |
% |
|
$ |
60,920 |
|
|
|
31.6 |
% |
|
$ |
46,298 |
|
Short-term liquidity holdings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest bearing excess cash balances (1) |
|
|
3,600 |
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing deposits |
|
|
|
|
|
|
(100.0 |
) |
|
|
3,684 |
|
|
|
* |
|
|
|
1 |
|
Federal funds sold (2) |
|
|
2,063 |
|
|
|
10.2 |
|
|
|
1,872 |
|
|
|
(75.0 |
) |
|
|
7,500 |
|
Commercial paper |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(100.0 |
) |
|
|
994 |
|
Long-term investments (3) |
|
|
11,425 |
|
|
|
(3.4 |
) |
|
|
11,829 |
|
|
|
49.7 |
|
|
|
7,902 |
|
Mortgage loans, net |
|
|
260 |
|
|
|
(20.5 |
) |
|
|
327 |
|
|
|
(14.2 |
) |
|
|
381 |
|
Total assets |
|
|
65,092 |
|
|
|
(17.5 |
) |
|
|
78,933 |
|
|
|
24.4 |
|
|
|
63,458 |
|
Consolidated obligations bonds |
|
|
51,516 |
|
|
|
(9.0 |
) |
|
|
56,614 |
|
|
|
72.3 |
|
|
|
32,855 |
|
Consolidated obligations discount notes |
|
|
8,762 |
|
|
|
(47.7 |
) |
|
|
16,745 |
|
|
|
(30.6 |
) |
|
|
24,120 |
|
Total consolidated obligations |
|
|
60,278 |
|
|
|
(17.8 |
) |
|
|
73,359 |
|
|
|
28.8 |
|
|
|
56,975 |
|
Mandatorily redeemable capital stock |
|
|
9 |
|
|
|
(90.0 |
) |
|
|
90 |
|
|
|
8.4 |
|
|
|
83 |
|
Capital stock |
|
|
2,532 |
|
|
|
(21.5 |
) |
|
|
3,224 |
|
|
|
34.7 |
|
|
|
2,394 |
|
Retained earnings |
|
|
356 |
|
|
|
64.8 |
|
|
|
216 |
|
|
|
1.9 |
|
|
|
212 |
|
Average total assets |
|
|
70,018 |
|
|
|
(6.2 |
) |
|
|
74,641 |
|
|
|
35.6 |
|
|
|
55,056 |
|
Average capital stock |
|
|
2,749 |
|
|
|
(5.6 |
) |
|
|
2,911 |
|
|
|
38.6 |
|
|
|
2,101 |
|
Average mandatorily redeemable capital stock |
|
|
56 |
|
|
|
(1.8 |
) |
|
|
57 |
|
|
|
(45.2 |
) |
|
|
104 |
|
|
|
|
* |
|
The percentage increase is not meaningful. |
|
(1) |
|
Represents excess cash held at the Federal Reserve Bank of Dallas. This amount is classified as Cash and Due From Banks
in the Banks statement of condition. |
|
(2) |
|
The balance at December 31, 2007 includes $400 million of federal funds sold to another FHLBank. |
|
(3) |
|
Consists of securities classified as held-to-maturity (other than short-term commercial paper) and available-for-sale. |
52
Advances
The following table presents advances outstanding, by type of institution, as of December 31, 2009,
2008 and 2007.
ADVANCES OUTSTANDING BY BORROWER TYPE
(par value, dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
|
Amount |
|
|
Percent |
|
|
Amount |
|
|
Percent |
|
|
Amount |
|
|
Percent |
|
Commercial banks |
|
$ |
41,924 |
|
|
|
89 |
%(1) |
|
$ |
29,889 |
|
|
|
50 |
% |
|
$ |
14,797 |
|
|
|
32 |
% |
Thrift institutions |
|
|
3,249 |
|
|
|
7 |
(1) |
|
|
27,687 |
|
|
|
46 |
|
|
|
27,825 |
|
|
|
60 |
|
Credit unions |
|
|
1,347 |
|
|
|
3 |
|
|
|
1,565 |
|
|
|
3 |
|
|
|
1,966 |
|
|
|
4 |
|
Insurance companies |
|
|
301 |
|
|
|
1 |
|
|
|
243 |
|
|
|
|
|
|
|
208 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total member advances |
|
|
46,821 |
|
|
|
100 |
|
|
|
59,384 |
|
|
|
99 |
|
|
|
44,796 |
|
|
|
97 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Housing associates |
|
|
11 |
|
|
|
|
|
|
|
131 |
|
|
|
|
|
|
|
5 |
|
|
|
|
|
Non-member borrowers |
|
|
76 |
|
|
|
|
|
|
|
730 |
|
|
|
1 |
|
|
|
1,338 |
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total par value of advances |
|
$ |
46,908 |
|
|
|
100 |
% |
|
$ |
60,245 |
|
|
|
100 |
% |
|
$ |
46,139 |
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total par value of advances
outstanding to CFIs (2) |
|
$ |
9,758 |
|
|
|
21 |
% |
|
$ |
11,530 |
|
|
|
19 |
% |
|
$ |
6,401 |
|
|
|
14 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
During 2009, the thrift charter of Wachovia Bank, FSB was converted to a national bank charter and
then merged into Wells Fargo Bank South Central, National Association. This institution had outstanding
advances of $18.2 billion at December 31, 2009. These actions were the primary reason for the significant
increase in advances to commercial banks (and corresponding decrease in advances to thrift institutions)
between December 31, 2008 and December 31, 2009. |
|
(2) |
|
The figures presented above reflect the advances outstanding to Community Financial Institutions (CFIs)
as of December 31, 2009, 2008 and 2007 based upon the definitions of CFIs that applied as of those dates.
At December 31, 2007, CFIs were defined as FDIC-insured institutions with average total assets over the
three prior years of less than $599 million. With the enactment of the HER Act on July 30, 2008, CFIs
were redefined as FDIC-insured institutions with average total assets over the three-year period preceding
measurement of less than $1 billion, as adjusted annually for inflation. For additional discussion, see
Item 1 Business Legislative and Regulatory Developments. |
At December 31, 2009, the carrying value of the Banks advances portfolio totaled $47.3
billion, compared to $60.9 billion and $46.3 billion at December 31, 2008 and 2007, respectively.
The par value of advances outstanding at December 31, 2009, 2008 and 2007 was $46.9 billion, $60.2
billion and $46.1 billion, respectively.
Advances to members grew steadily over the course of the first nine months of 2008, peaking near
the end of the third quarter when conditions in the financial markets were particularly unsettled.
Advances growth during this period was generally spread across all segments of the Banks membership base, as the then
prevailing credit market conditions appeared to lead members to increase their borrowings in order
to increase their liquidity, to take advantage of borrowing rates that were relatively attractive
compared with alternative wholesale funding sources, to take advantage of investment opportunities
and/or to lengthen the maturity of their liabilities at a relatively low cost. Advances
subsequently declined during the fourth quarter of 2008 and the year ended December 31, 2009 as
market conditions calmed and the economy weakened.
53
During the year ended December 31, 2008, the Banks outstanding advances increased by $14.1
billion, a significant portion of which was attributable to increases in advances to two borrowers.
In February 2008, Comerica Bank, which had recently relocated its charter to the Ninth District,
became a member of the Bank. As of December 31, 2008, Comerica Bank had outstanding advances of
$8.0 billion and was the Banks second largest borrower. In addition, advances to the Banks
largest borrower, Wells Fargo Bank South Central, National Association (WFSC), formerly Wachovia
Bank, FSB, increased by $5.0 billion during 2008. The increase in advances to these borrowers was
partially offset by a $2.1 billion decrease in advances to Franklin Bank, S.S.B during 2008. On
November 7, 2008, the Texas Department of Savings and Mortgage Lending closed Franklin Bank,
S.S.B., and the FDIC was named receiver. At that time, Franklin Bank, S.S.B. had outstanding
advances totaling $1.0 billion. On November 12, 2008, these advances were fully repaid.
During 2009, advances to the Banks ten largest borrowers decreased by $9.1 billion, contributing
significantly to the overall decline in advances balances during the year. Advances to WFSC,
Comerica Bank and Guaranty Bank (Guaranty) declined by $4.0 billion, $2.0 billion and $2.2
billion, respectively, during 2009. On August 21, 2009, the Office of Thrift Supervision closed
Guaranty and the FDIC was named receiver. Guaranty was the Banks third largest borrower and
shareholder at August 21, 2009, with $2.0 billion of advances outstanding at that date; all of
these advances were repaid in August and September 2009. The remaining decline in advances during
2009 was spread broadly across the Banks members. The Bank believes the decline in advances was
due, at least in part, to increases in members deposit levels and reduced lending activity due to
the economic recession, as well as the availability of federal government programs that provided
members with more attractively priced sources of funding and liquidity than were available earlier
in the credit crisis.
At December 31, 2009, advances outstanding to the Banks ten largest borrowers totaled $30.1
billion, representing 64.2 percent of the Banks total outstanding advances as of that date. The
following table presents the Banks ten largest borrowers as of December 31, 2009.
TEN LARGEST BORROWERS AS OF DECEMBER 31, 2009
(Par value, dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent of |
|
Name |
|
City |
|
State |
|
|
Advances |
|
|
Total Advances |
|
Wells Fargo Bank South Central, National Association (1) |
|
Houston |
|
TX |
|
$ |
18,247 |
|
|
|
38.9 |
% |
Comerica Bank |
|
Dallas |
|
TX |
|
|
6,000 |
|
|
|
12.8 |
|
International Bank of Commerce |
|
Laredo |
|
TX |
|
|
1,244 |
|
|
|
2.7 |
|
Bank of Texas, N.A. |
|
Dallas |
|
TX |
|
|
901 |
|
|
|
1.9 |
|
Southside Bank |
|
Tyler |
|
TX |
|
|
855 |
|
|
|
1.8 |
|
Beal Bank Nevada (2) |
|
Las Vegas |
|
NV |
|
|
721 |
|
|
|
1.5 |
|
First National Bank |
|
Edinburg |
|
TX |
|
|
595 |
|
|
|
1.3 |
|
Arvest Bank |
|
Rogers |
|
AR |
|
|
586 |
|
|
|
1.2 |
|
First Community Bank |
|
Taos |
|
NM |
|
|
497 |
|
|
|
1.1 |
|
Renasant Bank |
|
Tupelo |
|
MS |
|
|
458 |
|
|
|
1.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
30,104 |
|
|
|
64.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Formerly Wachovia Bank, FSB |
|
(2) |
|
Beal Bank Nevada is chartered in Las Vegas, NV, but maintains its
home office in Plano, TX. |
As of December 31, 2008 and 2007, advances outstanding to the Banks ten largest borrowers
comprised $39.2 billion (65.1 percent) and $30.2 billion (65.3 percent), respectively, of the total
advances portfolio.
Effective December 31, 2008, Wells Fargo & Company (Wells Fargo) acquired Wachovia Corporation,
the holding company for Wachovia Bank, FSB (Wachovia), the Banks largest borrower and
shareholder. Wells Fargo is headquartered in the Eleventh District of the FHLBank System and
affiliates of Wells Fargo have historically maintained charters in the Fourth, Eighth, Eleventh and
Twelfth Districts of the FHLBank System, which are served by the FHLBanks of Atlanta, Des Moines,
San Francisco and Seattle, respectively. Following a
54
reorganization
and relocation of charters in the fourth quarter of 2009,
Wachovia became part of WFSC, whose charter was relocated to Texas
and whose application for membership in the Bank was approved on December 30, 2009. As
indicated in the table above, WFSC had $18.2 billion of advances outstanding as of December 31,
2009, which represented 38.9 percent of the Banks total outstanding advances at that date. WFSCs
advances are scheduled to mature between March 2010 and October 2013. While Wells Fargo has
maintained a membership relationship with the Bank, the Bank is currently unable to predict whether
WFSC will alter its predecessors borrowing relationship with the Bank.
During the years ended December 31, 2009, 2008 and 2007, Wachovia/WFSC accounted for 29.7 percent,
38.6 percent and 37.2 percent, respectively, of the Banks total interest income from advances.
The loss of advances to one or more large borrowers, if not offset by growth in advances to other
institutions, could have a negative impact on the Banks return on capital stock. A larger balance
of advances helps to provide a critical mass of advances and capital to support the fixed component
of the Banks cost structure, which helps maintain returns on capital stock, dividends and
relatively lower advances pricing. In the event the Bank were to lose one or more large borrowers
that represent a significant proportion of its business, it could, depending upon the magnitude of
the impact, lower dividend rates, raise advances rates, attempt to reduce operating expenses (which
could cause a reduction in service levels), or undertake some combination of these actions.
For the reasons cited above, the Bank would expect the impact of a significant reduction in
advances to WFSC (or any other large borrower) to be negative. However, the Bank believes its
ability to adjust its capital levels in response to any reduction in advances outstanding would
mitigate to some extent the negative impact on the Banks shareholders.
The following table presents information regarding the composition of the Banks advances by
remaining term to maturity as of December 31, 2009 and 2008.
COMPOSITION OF ADVANCES
(Dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2009 |
|
|
December 31, 2008 |
|
|
|
|
|
|
|
Percentage |
|
|
|
|
|
|
Percentage |
|
|
|
Balance |
|
|
of Total |
|
|
Balance |
|
|
of Total |
|
Fixed rate advances |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturity less than one month |
|
$ |
5,164 |
|
|
|
11.0 |
% |
|
$ |
10,745 |
|
|
|
17.8 |
% |
Maturity 1 month to 12 months |
|
|
4,232 |
|
|
|
9.0 |
|
|
|
3,404 |
|
|
|
5.6 |
|
Maturity greater than 1 year |
|
|
5,602 |
|
|
|
12.0 |
|
|
|
7,446 |
|
|
|
12.4 |
|
Fixed rate, amortizing |
|
|
3,282 |
|
|
|
7.0 |
|
|
|
3,654 |
|
|
|
6.1 |
|
Fixed rate, putable |
|
|
4,037 |
|
|
|
8.6 |
|
|
|
4,201 |
|
|
|
7.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fixed rate advances |
|
|
22,317 |
|
|
|
47.6 |
|
|
|
29,450 |
|
|
|
48.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Floating rate advances |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturity less than one month |
|
|
11 |
|
|
|
|
|
|
|
390 |
|
|
|
0.6 |
|
Maturity 1 month to 12 months |
|
|
5,052 |
|
|
|
10.8 |
|
|
|
5,695 |
|
|
|
9.5 |
|
Maturity greater than 1 year |
|
|
19,528 |
|
|
|
41.6 |
|
|
|
24,710 |
|
|
|
41.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total floating rate advances |
|
|
24,591 |
|
|
|
52.4 |
|
|
|
30,795 |
|
|
|
51.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total par value |
|
$ |
46,908 |
|
|
|
100.0 |
% |
|
$ |
60,245 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
The Bank is required by statute and regulation to obtain sufficient collateral from members to
fully secure all advances. The Banks collateral arrangements with its members and the types of
collateral it accepts to secure advances are described in Item 1 Business. To ensure the value
of collateral pledged to the Bank is sufficient to secure its advances, the Bank applies various
haircuts, or discounts, to determine the value of the collateral against which members may borrow.
From time to time, the Bank reevaluates the adequacy of its collateral haircuts under a range of
stress scenarios to ensure that its collateral haircuts are sufficient to protect the Bank from
credit losses on advances.
In addition, as described in Item 1 Business, the Bank reviews the financial condition of its
depository institution members on at least a quarterly basis to identify any members whose
financial condition indicates they might pose
55
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 December 31, 2009, the Banks short-term liquidity portfolio was comprised of $2.1 billion of
overnight federal funds sold to domestic counterparties and $3.6 billion of non-interest bearing
excess cash balances held at the Federal Reserve Bank of Dallas. At December 31, 2008, the Banks
short-term liquidity portfolio was comprised of $1.9 billion of overnight federal funds sold to
domestic counterparties and $3.6 billion of interest-bearing deposits at the Federal Reserve Bank
of Dallas. The amount of the Banks short-term liquidity portfolio fluctuates in response to
several factors, including the projected demand for advances, changes in the Banks deposit
balances, the Banks pre-funding activities, changes in the returns provided by short-term
investment alternatives relative to the Banks discount note funding costs, and the level of
liquidity needed to satisfy Finance Agency requirements. (For a discussion of the Finance Agencys
liquidity requirements, see the section below entitled Liquidity and Capital Resources.)
Long-Term Investments
At December 31, 2009 and 2008, the Banks long-term investment portfolio was comprised of
approximately $11.3 billion and $11.7 billion, respectively, of mortgage-backed securities (MBS)
and $0.1 billion and $0.1 billion, respectively, of U.S. agency debentures. The Banks long-term
investment portfolio includes securities that are classified for balance sheet purposes as either
held-to-maturity or available-for-sale as set forth in the following tables.
56
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 |
|
December 31, 2009 |
|
(at carrying value) |
|
|
(at fair value) |
|
|
(at carrying value) |
|
|
(at fair value) |
|
U.S. agency debentures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government guaranteed obligations |
|
$ |
59 |
|
|
$ |
|
|
|
$ |
59 |
|
|
$ |
59 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MBS portfolio |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government guaranteed obligations |
|
|
24 |
|
|
|
|
|
|
|
24 |
|
|
|
24 |
|
Government-sponsored enterprises |
|
|
10,838 |
|
|
|
|
|
|
|
10,838 |
|
|
|
10,863 |
|
Non-agency residential MBS |
|
|
445 |
|
|
|
|
|
|
|
445 |
|
|
|
376 |
|
Non-agency commercial MBS |
|
|
56 |
|
|
|
|
|
|
|
56 |
|
|
|
57 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total MBS |
|
|
11,363 |
|
|
|
|
|
|
|
11,363 |
|
|
|
11,320 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
State housing agency debenture |
|
|
3 |
|
|
|
|
|
|
|
3 |
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total long-term investments |
|
$ |
11,425 |
|
|
$ |
|
|
|
$ |
11,425 |
|
|
$ |
11,382 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance Sheet Classification |
|
|
Total Long-Term |
|
|
|
|
|
|
Held-to-Maturity |
|
|
Available-for-Sale |
|
|
Investments |
|
|
Held-to-Maturity |
|
December 31, 2008 |
|
(at carrying value) |
|
|
(at fair value) |
|
|
(at carrying value) |
|
|
(at fair value) |
|
U.S. agency debentures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government guaranteed obligations |
|
$ |
66 |
|
|
$ |
|
|
|
$ |
66 |
|
|
$ |
66 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MBS portfolio |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government guaranteed obligations |
|
|
29 |
|
|
|
|
|
|
|
29 |
|
|
|
28 |
|
Government-sponsored enterprises |
|
|
10,629 |
|
|
|
99 |
|
|
|
10,728 |
|
|
|
10,386 |
|
Non-agency residential MBS |
|
|
677 |
|
|
|
|
|
|
|
677 |
|
|
|
400 |
|
Non-agency commercial MBS |
|
|
297 |
|
|
|
28 |
|
|
|
325 |
|
|
|
287 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total MBS |
|
|
11,632 |
|
|
|
127 |
|
|
|
11,759 |
|
|
|
11,101 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
State housing agency debenture |
|
|
4 |
|
|
|
|
|
|
|
4 |
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total long-term investments |
|
$ |
11,702 |
|
|
$ |
127 |
|
|
$ |
11,829 |
|
|
$ |
11,170 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prior to June 30, 2008, the Bank was precluded from purchasing additional MBS if such purchase
would cause the aggregate book value of its MBS holdings to exceed 300 percent of the Banks total
regulatory capital (an amount equal to the Banks retained earnings plus amounts paid in for Class
B stock, regardless of its classification as equity or liabilities for financial reporting
purposes). On March 24, 2008, the Board of Directors of the Finance Board passed a resolution that
authorizes each FHLBank to temporarily invest up to an additional 300 percent of its total capital
in agency mortgage securities. The resolution required, among other things, that a FHLBank notify
the Finance Board (now Finance Agency) prior to its first acquisition under the expanded authority
and include in its notification a description of the risk management practices underlying its
purchases. The expanded authority is limited to MBS issued by, or backed by pools of mortgages
guaranteed by, the Federal National Mortgage Association (Fannie Mae) or the Federal Home Loan
Mortgage Corporation (Freddie Mac), including CMOs or real estate mortgage investment conduits
backed by such MBS. The mortgage loans underlying any securities that are purchased under this
expanded authority must be originated after January 1, 2008, and underwritten to conform to
standards imposed by the federal banking agencies in the Interagency Guidance on Nontraditional
Mortgage Product Risks dated October 4, 2006, and the Statement on Subprime Mortgage Lending dated
July 10, 2007.
On April 23, 2008, the Banks Board of Directors authorized an increase in the Banks MBS
investment authority of 100 percent of its total regulatory capital. In accordance with the
provisions of the resolution and Advisory Bulletin
2008-AB-01, Temporary Increase in Mortgage-Backed Securities Investment Authority dated April 3,
2008 (AB 2008-01), the Bank notified the Finance Boards Office of Supervision on April 29, 2008
of its intent to exercise the new investment authority in an amount up to an additional 100 percent
of capital. On June 30, 2008, the Office of Supervision approved the Banks submission, thereby
raising the Banks MBS investment authority from 300 percent to 400 percent of its total regulatory
capital.
57
The Banks expanded investment authority granted by this authorization is scheduled to expire on
March 31, 2010, after which the Bank may not purchase additional mortgage securities if such
purchases would cause the aggregate book value of its MBS holdings to exceed an amount equal to 300
percent of its total capital provided, however, that the expiration of the expanded investment
authority will not require the Bank to sell any agency mortgage securities it had purchased in
accordance with the terms of the resolution. The Bank has submitted a request to the Finance Agency
seeking to maintain its investment authority at an amount equal to 400 percent of its total
regulatory capital for a period up to an additional three years. The Bank is unable to predict
whether the Finance Agency will approve this request.
As of December 31, 2009, the Bank held $11.3 billion (carrying value) of MBS, which represented 392
percent of its total regulatory capital at that date. While the Bank currently has capacity under
applicable policies and regulations to purchase additional U.S. agency debentures, it does not
currently anticipate purchasing such securities in the foreseeable future.
During the year ended December 31, 2009, the Bank acquired $2.9 billion ($3.0 billion par value) of
long-term investments, all of which were LIBOR-indexed floating rate CMOs issued by either Fannie
Mae or Freddie Mac that the Bank designated as held-to-maturity. As further described below, the
floating rate coupons of these securities are subject to interest rate caps. During the year,
proceeds from maturities of long-term securities designated as held-to-maturity and
available-for-sale totaled approximately $3.2 billion and $42.5 million, respectively. In March
2009, the Bank sold an available-for-sale security (specifically, a government-sponsored enterprise
mortgage-backed security) with an amortized cost (determined by the specific identification method)
of $86.2 million. Proceeds from the sale totaled $87.0 million, resulting in a gross realized gain
of $0.8 million. The Bank did not sell any other long-term investments during the year ended
December 31, 2009.
During the year ended December 31, 2008, the Bank acquired (based on trade date) $6.180 billion of
long-term investments, all of which had settled as of December 31, 2008. The Bank acquired $5.830
billion ($5.996 billion par value) of LIBOR-indexed floating rate CMOs issued by either Fannie Mae
or Freddie Mac that it designated as held-to-maturity and one LIBOR-indexed floating rate CMO
issued by Fannie Mae (a $97.7 million par value security that the Bank acquired in June 2008 at a
cost of $93.3 million), which the Bank classified as available-for-sale. In addition, during the
first quarter of 2008, the Bank purchased $257 million ($250 million par value) of U.S. agency
debentures; these investments were classified as available-for-sale and hedged with
fixed-for-floating interest rate swaps. In April 2008, the Bank sold all of the U.S. agency
debentures that it had acquired during the first quarter of 2008 and terminated the associated
interest rate swaps. The realized gains on the sales of these available-for-sale securities
totaled $2.8 million. This action was taken in response to favorable opportunities in the market
at that time. In addition, on October 29, 2008, the Bank sold a U.S. agency debenture classified
as available-for-sale. Proceeds from the sale totaled $56.5 million, resulting in a realized loss
at the time of sale of $3.7 million, of which $2.5 million had been recognized in the third quarter
of 2008 as an other-than-temporary impairment charge because the Bank no longer had the intent as
of September 30, 2008 to hold this security through to recovery of the unrealized loss. At
September 30, 2008, the amortized cost of this security exceeded its estimated fair value at that
date by $2.5 million.
The Bank did not sell any other long-term investments during the year ended December 31, 2008;
during this same period, the proceeds from maturities of long-term securities designated as
held-to-maturity and available-for-sale totaled approximately $1.7 billion and $268 million,
respectively.
During the year ended December 31, 2007, the Bank acquired (based on trade date) $1.6 billion of
long-term investments, all of which were LIBOR-indexed floating rate CMOs issued by either Fannie
Mae or Freddie Mac that it designated as held-to-maturity; during this same year, the proceeds from
maturities of long-term securities designated as held-to-maturity and available-for-sale totaled
approximately $1.2 billion and $354 million, respectively. The Bank did not sell any
available-for-sale securities during 2007.
The following table provides the par amounts and carrying values of the Banks MBS portfolio as of
December 31, 2009 and 2008.
58
COMPOSITION OF MBS PORTFOLIO
(In millions of dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2009 |
|
|
December 31, 2008 |
|
|
|
Par(1) |
|
|
Carrying Value |
|
|
Par(1) |
|
|
Carrying Value |
|
Floating rate MBS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Floating rate CMOs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government guaranteed |
|
$ |
24 |
|
|
$ |
24 |
|
|
$ |
29 |
|
|
$ |
29 |
|
Government-sponsored enterprises |
|
|
10,985 |
|
|
|
10,835 |
|
|
|
10,880 |
|
|
|
10,714 |
|
Non-agency RMBS |
|
|
515 |
|
|
|
445 |
|
|
|
677 |
|
|
|
677 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total floating rate CMOs |
|
|
11,524 |
|
|
|
11,304 |
|
|
|
11,586 |
|
|
|
11,420 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swapped MBS(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Triple-A rated non-agency CMBS (3) |
|
|
|
|
|
|
|
|
|
|
29 |
|
|
|
28 |
|
Government-sponsored enterprise
DUS(4) |
|
|
|
|
|
|
|
|
|
|
10 |
|
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total swapped MBS |
|
|
|
|
|
|
|
|
|
|
39 |
|
|
|
38 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total floating rate MBS |
|
|
11,524 |
|
|
|
11,304 |
|
|
|
11,625 |
|
|
|
11,458 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed rate MBS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Government-sponsored enterprises |
|
|
3 |
|
|
|
3 |
|
|
|
4 |
|
|
|
4 |
|
Triple-A rated non-agency CMBS(5) |
|
|
56 |
|
|
|
56 |
|
|
|
297 |
|
|
|
297 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fixed rate MBS |
|
|
59 |
|
|
|
59 |
|
|
|
301 |
|
|
|
301 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total MBS |
|
$ |
11,583 |
|
|
$ |
11,363 |
|
|
$ |
11,926 |
|
|
$ |
11,759 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Balances represent the principal
amounts of the securities. |
|
(2) |
|
In the interest rate swapped MBS transactions, the Bank had entered into balance-guaranteed
interest rate swaps in which it paid the swap counterparty the coupon payments of the underlying security in exchange for LIBOR-indexed coupons. |
|
(3) |
|
CMBS = Commercial mortgage-backed
securities. |
|
(4) |
|
DUS = Designated Underwriter Servicer. |
|
(5) |
|
The Bank match funded these CMBS at the time of purchase with fixed
rate debt securities. |
Unrealized losses on the Banks MBS classified as held-to-maturity decreased from $557 million
at December 31, 2008 to $188 million at December 31, 2009. The Bank did not have any securities
classified as available-for-sale at December 31, 2009. At December 31, 2008, unrealized losses on
the Banks MBS classified as available-for-sale totaled $1.7 million. The following table sets
forth the unrealized losses on the Banks MBS portfolio as of December 31, 2009 and 2008.
UNREALIZED LOSSES ON MBS PORTFOLIO
(dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2009 |
|
|
December 31, 2008 |
|
|
|
Gross |
|
|
Unrealized Losses |
|
|
Gross |
|
|
Unrealized Losses |
|
|
|
Unrealized |
|
|
as Percentage of |
|
|
Unrealized |
|
|
as Percentage of |
|
|
|
Losses |
|
|
Amortized Cost |
|
|
Losses |
|
|
Amortized Cost |
|
Government guaranteed |
|
$ |
|
|
|
|
0.3% |
|
|
$ |
1 |
|
|
|
2.8% |
|
Government-sponsored enterprises |
|
|
53 |
|
|
|
0.5% |
|
|
|
270 |
|
|
|
2.5% |
|
Non-agency residential MBS |
|
|
135 |
|
|
|
26.5% |
|
|
|
277 |
|
|
|
40.9% |
|
Non-agency commercial MBS |
|
|
|
|
|
|
0.0% |
|
|
|
11 |
|
|
|
3.4% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
188 |
|
|
|
|
|
|
$ |
559 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
59
The Bank evaluates outstanding available-for-sale and held-to-maturity securities in an
unrealized loss position as of the end of each quarter for other-than-temporary impairment
(OTTI). An investment security is impaired if the fair value of the investment is less than its
amortized cost. All of the Banks held-to-maturity securities are rated by one or more of the
following NRSROs: Moodys, S&P and/or Fitch Ratings, Ltd. (Fitch). With the exception of 20
non-agency (i.e., private label) residential mortgage-backed securities, as presented below, none
of these organizations had rated any of the securities held by the Bank lower than the highest
investment grade credit rating at December 31, 2009. Based upon the Banks assessment of
the creditworthiness of the issuers of the debentures held by the Bank, the credit ratings assigned
by the NRSROs and the strength of the government-sponsored enterprises guarantees of the Banks
holdings of agency mortgage-backed securities, the Bank expects that its holdings of U.S.
government guaranteed debentures, state housing agency debentures, U.S. government guaranteed MBS
and government-sponsored enterprise MBS that were in an unrealized loss position as of December 31,
2009 would not be settled at an amount less than the Banks amortized cost bases in these
investments. Because the declines in market value for 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 December 31, 2009.
As of December 31, 2009, the gross unrealized losses on the Banks holdings of non-agency
residential MBS (RMBS) totaled $135 million, which represented 26.5 percent of the securities
amortized cost at that date. The deterioration in the U.S. housing markets, as reflected by
declines in the values of residential real estate and increasing levels of delinquencies, defaults
and losses on residential mortgages, including the mortgages underlying the Banks non-agency RMBS,
has generally elevated the risk that the Bank may not ultimately recover the entire cost bases of
some of its non-agency RMBS. Despite the elevated risk, based on its analysis of the securities in
this portfolio, the Bank believes that the unrealized losses noted above were principally the
result of significant (albeit reduced) 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.
As noted above, all of the Banks held-to-maturity securities are rated by one or more NRSROs. The
following table presents the credit ratings assigned to the Banks non-agency RMBS as of December
31, 2009 (dollars in thousands). The credit ratings presented in the table represent the lowest
rating assigned to the security by Moodys, S&P or Fitch and remain unchanged as of March 15, 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit Rating |
|
Number of
Securities |
|
|
Amortized
Cost |
|
|
Carrying
Value |
|
|
Estimated
Fair Value |
|
|
Unrealized
Losses |
|
Triple-A |
|
|
20 |
|
|
$ |
205,906 |
|
|
$ |
205,906 |
|
|
$ |
184,462 |
|
|
$ |
21,444 |
|
Double-A |
|
|
5 |
|
|
|
51,717 |
|
|
|
51,717 |
|
|
|
35,511 |
|
|
|
16,206 |
|
Single-A |
|
|
2 |
|
|
|
38,623 |
|
|
|
38,623 |
|
|
|
25,932 |
|
|
|
12,691 |
|
Triple-B |
|
|
5 |
|
|
|
72,033 |
|
|
|
61,374 |
|
|
|
40,583 |
|
|
|
31,450 |
|
Double-B |
|
|
4 |
|
|
|
40,376 |
|
|
|
29,529 |
|
|
|
23,300 |
|
|
|
17,076 |
|
Single-B |
|
|
3 |
|
|
|
58,804 |
|
|
|
29,035 |
|
|
|
33,042 |
|
|
|
25,762 |
|
Triple-C |
|
|
1 |
|
|
|
43,923 |
|
|
|
28,614 |
|
|
|
33,286 |
|
|
|
10,637 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
40 |
|
|
$ |
511,382 |
|
|
$ |
444,798 |
|
|
$ |
376,116 |
|
|
$ |
135,266 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2009, the Banks portfolio of non-agency RMBS was comprised of 40 securities with
an aggregate unpaid principal balance of $515 million: 21 securities with an aggregate unpaid
principal balance of $267 million are backed by fixed rate loans and 19 securities with an
aggregate unpaid principal balance of $248 million are backed by option adjustable-rate mortgage
(option ARM) loans. In comparison, as of December 31, 2008, the Banks non-agency RMBS portfolio
was comprised of 42 securities with an aggregate unpaid principal balance of $677 million (the
securities backed by fixed rate loans had an aggregate unpaid principal balance of $395 million
while the securities backed by option ARM loans had an aggregate unpaid principal balance of $282
million). All of these investments are classified as held-to-maturity securities. The following
table provides a summary of the Banks non-agency RMBS as of December 31, 2009 by collateral type
and year of securitization.
60
NON-AGENCY
RMBS BY UNDERLYING COLLATERAL TYPE
(dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit Enhancement Statistics |
|
|
|
|
|
|
|
Unpaid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average |
|
|
Current |
|
|
Original |
|
|
|
|
|
|
Number of |
|
|
Principal |
|
|
Amortized |
|
|
Estimated |
|
|
Unrealized |
|
|
Collateral |
|
|
Weighted |
|
|
Weighted |
|
|
Minimum |
|
Year of Securitization |
|
Securities |
|
|
Balance |
|
|
Cost |
|
|
Fair Value |
|
|
Losses |
|
|
Delinquency (1)(2) |
|
|
Average (1)(3) |
|
|
Average (1) |
|
|
Current (4) |
|
Fixed Rate Collateral
2006 |
|
|
1 |
|
|
$ |
46 |
|
|
$ |
44 |
|
|
$ |
33 |
|
|
$ |
11 |
|
|
|
12.04 |
% |
|
|
8.58 |
% |
|
|
8.89 |
% |
|
|
8.58 |
% |
2005 |
|
|
1 |
|
|
|
31 |
|
|
|
31 |
|
|
|
22 |
|
|
|
9 |
|
|
|
8.80 |
% |
|
|
10.33 |
% |
|
|
6.84 |
% |
|
|
10.33 |
% |
2004 |
|
|
5 |
|
|
|
37 |
|
|
|
37 |
|
|
|
34 |
|
|
|
3 |
|
|
|
4.14 |
% |
|
|
18.38 |
% |
|
|
6.00 |
% |
|
|
16.14 |
% |
2003 |
|
|
11 |
|
|
|
141 |
|
|
|
141 |
|
|
|
130 |
|
|
|
11 |
|
|
|
0.87 |
% |
|
|
6.74 |
% |
|
|
3.98 |
% |
|
|
5.01 |
% |
2002 and prior |
|
|
3 |
|
|
|
12 |
|
|
|
12 |
|
|
|
11 |
|
|
|
1 |
|
|
|
6.40 |
% |
|
|
20.92 |
% |
|
|
4.46 |
% |
|
|
16.73 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21 |
|
|
|
267 |
|
|
|
265 |
|
|
|
230 |
|
|
|
35 |
|
|
|
4.41 |
% |
|
|
9.71 |
% |
|
|
5.45 |
% |
|
|
5.01 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option ARM Collateral
2005 |
|
|
17 |
|
|
|
234 |
|
|
|
232 |
|
|
|
138 |
|
|
|
94 |
|
|
|
31.94 |
% |
|
|
47.98 |
% |
|
|
42.56 |
% |
|
|
30.13 |
% |
2004 |
|
|
2 |
|
|
|
14 |
|
|
|
14 |
|
|
|
8 |
|
|
|
6 |
|
|
|
31.02 |
% |
|
|
37.41 |
% |
|
|
30.08 |
% |
|
|
34.10 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19 |
|
|
|
248 |
|
|
|
246 |
|
|
|
146 |
|
|
|
100 |
|
|
|
31.89 |
% |
|
|
47.39 |
% |
|
|
41.86 |
% |
|
|
30.13 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-agency RMBS |
|
|
40 |
|
|
$ |
515 |
|
|
$ |
511 |
|
|
$ |
376 |
|
|
$ |
135 |
|
|
|
17.65 |
% |
|
|
27.86 |
% |
|
|
22.99 |
% |
|
|
5.01 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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 December 31, 2009, actual cumulative loan losses in
the pools of loans underlying the Banks non-agency RMBS portfolio ranged
from 0 percent to 5.71 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 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. |
|
(4) |
|
Minimum credit enhancement reflects the security in each vintage year with the lowest
current credit enhancement. |
The following table provides the geographic concentration by state of the loans underlying the
Banks non-agency RMBS as of December 31, 2009.
GEOGRAPHIC CONCENTRATION OF LOANS UNDERLYING
NON-AGENCY RMBS BY COLLATERAL TYPE
|
|
|
|
|
Fixed Rate Collateral |
|
|
|
|
California |
|
|
38.6 |
% |
New York |
|
|
5.9 |
|
Florida |
|
|
5.4 |
|
Texas |
|
|
3.6 |
|
Virginia |
|
|
2.3 |
|
All other |
|
|
44.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
Option ARM Collateral |
|
|
|
|
California |
|
|
61.7 |
% |
Florida |
|
|
9.8 |
|
New York |
|
|
3.3 |
|
Nevada |
|
|
2.1 |
|
Virginia |
|
|
2.0 |
|
All other |
|
|
21.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
100.0 |
% |
|
|
|
|
61
As of December 31, 2009, the Bank held six non-agency RMBS with an aggregate unpaid principal
balance of $92 million that were labeled as Alt-A at the time of issuance. Four of the six Alt-A
securities (with an aggregate unpaid principal balance of $51 million) are backed by fixed rate
loans while the other two securities (with an aggregate unpaid principal balance of $41 million)
are backed by option ARM loans. The Bank does not hold any MBS that were labeled as subprime at
the time of issuance. The following table provides a summary as of December 31, 2009 of the Banks
non-agency RMBS that were classified as Alt-A at the time of issuance.
SECURITIES LABELED AS ALT-A AT THE TIME OF ISSUANCE
(dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit Enhancement Statistics |
|
|
|
|
|
|
|
Unpaid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average |
|
|
Current |
|
|
Original |
|
|
|
|
|
|
Number of |
|
|
Principal |
|
|
Amortized |
|
|
Estimated |
|
|
Unrealized |
|
|
Collateral |
|
|
Weighted |
|
|
Weighted |
|
|
Minimum |
|
Year of Securitization |
|
Securities |
|
|
Balance |
|
|
Cost |
|
|
Fair Value |
|
|
Losses |
|
|
Delinquency (1)(2) |
|
|
Average (1)(3) |
|
|
Average |
|
|
Current (4) |
|
2005 |
|
|
3 |
|
|
$ |
72 |
|
|
$ |
71 |
|
|
$ |
44 |
|
|
$ |
27 |
|
|
|
28.14 |
% |
|
|
29.44 |
% |
|
|
25.41 |
% |
|
|
10.33 |
% |
2004 |
|
|
1 |
|
|
|
8 |
|
|
|
8 |
|
|
|
8 |
|
|
|
|
|
|
|
8.69 |
% |
|
|
23.65 |
% |
|
|
6.85 |
% |
|
|
23.65 |
% |
2002 and prior |
|
|
2 |
|
|
|
12 |
|
|
|
12 |
|
|
|
11 |
|
|
|
1 |
|
|
|
6.65 |
% |
|
|
20.22 |
% |
|
|
4.55 |
% |
|
|
16.73 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
6 |
|
|
$ |
92 |
|
|
$ |
91 |
|
|
$ |
63 |
|
|
$ |
28 |
|
|
|
23.65 |
% |
|
|
27.74 |
% |
|
|
21.08 |
% |
|
|
10.33 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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 December 31, 2009, actual cumulative loan losses in the
pools of loans underlying the securities presented in the table ranged from 0.18
percent to 3.12 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 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. |
|
(4) |
|
Minimum credit enhancement reflects the security in each vintage year with the lowest
current credit enhancement. |
Because the ultimate receipt of contractual payments on the Banks 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 Banks 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 Banks 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 Banks non-agency RMBS have a senior
claim on the cash flows from the underlying mortgage loans.
To assess whether the entire amortized cost bases of its non-agency RMBS will be recovered, the
Bank performed a cash flow analysis for each of its non-agency RMBS with adverse risk
characteristics as of March 31, 2009 and June 30, 2009 (including those securities that were
determined to be other than temporarily impaired as of March 31, 2009) and for all of its
non-agency RMBS holdings as of September 30, 2009 and December 31, 2009. The adverse risk
characteristics used to select securities for cash flow analysis as of March 31, 2009 and June 30,
2009 included: the duration and magnitude of the unrealized fair value loss, NRSRO credit ratings
below investment grade, and criteria related to the credit performance of the underlying
collateral, including the ratio of credit enhancement to expected collateral losses and the ratio
of seriously delinquent loans to credit enhancement. For these purposes, expected collateral
losses were those that were implied by current delinquencies taking into account an assumed default
probability based on the state of delinquency and a loss severity assumption based on product and
vintage; seriously delinquent loans were those that were 60 or more days past due, including loans
in foreclosure and real estate owned.
In performing the quarterly cash flow analyses for its non-agency RMBS, the Bank used two third
party models. The first model considers borrower characteristics and the particular attributes of
the loans underlying the Banks 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
62
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 Banks housing price forecast
as of December 31, 2009 assumed current-to-trough home price declines ranging from 0 percent to 15
percent over the next 9 to 15 months. Thereafter, home prices are projected to increase 0 percent
in the first six months, 0.5 percent in the next six months, 3 percent in the second year and 4
percent in each subsequent year. The month-by-month projections of future loan performance derived
from the first model, which reflect projected prepayments, defaults and loss severities, are then
input into a second model that allocates the projected loan level cash flows and losses to the
various security classes in the securitization structure in accordance with its prescribed cash
flow and loss allocation rules. In a securitization in which the credit enhancement for the senior
securities is derived from the presence of subordinate securities, losses are generally allocated
first to the subordinate securities until their principal balance is reduced to zero.
Based on the results of its cash flow analyses, the Bank determined that it is likely that it will
not fully recover the amortized cost bases of seven of its non-agency RMBS and, accordingly, these
securities were deemed to be other-than-temporarily impaired during 2009. The difference between
the present value of the cash flows expected to be collected from these seven securities and their
amortized cost bases (i.e., the credit losses) aggregated $4.0 million in 2009. 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,
the previous amortized cost basis reduced by the amount of the credit loss), only the amounts
related to the credit losses were recognized in earnings. The net non-credit portion of the
other-than-temporary impairments, totaling $75.9 million, was recorded in other comprehensive
income.
The following tables set forth additional information for each of the securities that were deemed
to be other-than-temporarily impaired during 2009 (in thousands). The information is as of and for
the year ended December 31, 2009. The credit ratings presented in the first table represent the
lowest rating assigned to the security by Moodys, S&P or Fitch as of December 31, 2009.
SUMMARY OF OTTI LOSSES FOR THE YEAR ENDED DECEMBER 31, 2009
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period of |
|
|
|
|
|
|
|
Credit |
|
|
Non-Credit |
|
|
|
Initial |
|
Credit |
|
Total |
|
|
Component |
|
|
Component |
|
|
|
Impairment |
|
Rating |
|
OTTI |
|
|
of OTTI |
|
|
of OTTI |
|
Security #1 |
|
Q1 2009 |
|
Single-B |
|
$ |
13,139 |
|
|
$ |
1,369 |
|
|
$ |
11,770 |
|
Security #2 |
|
Q1 2009 |
|
Double-B |
|
|
13,076 |
|
|
|
16 |
|
|
|
13,060 |
|
Security #3 |
|
Q2 2009 |
|
Triple-C |
|
|
19,358 |
|
|
|
1,978 |
|
|
|
17,380 |
|
Security #4 |
|
Q2 2009 |
|
Triple-B |
|
|
8,585 |
|
|
|
77 |
|
|
|
8,508 |
|
Security #5 |
|
Q3 2009 |
|
Single-B |
|
|
11,738 |
|
|
|
284 |
|
|
|
11,454 |
|
Security #6 |
|
Q3 2009 |
|
Single-B |
|
|
10,502 |
|
|
|
277 |
|
|
|
10,225 |
|
Security #7 |
|
Q3 2009 |
|
Triple-B |
|
|
3,544 |
|
|
|
21 |
|
|
|
3,523 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals |
|
|
|
|
|
$ |
79,942 |
|
|
$ |
4,022 |
|
|
$ |
75,920 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
63
SUMMARY OF OTTI SECURITIES AS OF DECEMBER 31, 2009
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortized Cost After |
|
|
|
|
|
|
Accretion of |
|
|
|
|
|
|
|
|
|
Credit Component |
|
|
Non-Credit |
|
|
Non-Credit |
|
|
Carrying |
|
|
Estimated |
|
|
|
of OTTI |
|
|
Component of OTTI |
|
|
Component of OTTI |
|
|
Value |
|
|
Fair Value |
|
Security #1 |
|
$ |
16,391 |
|
|
$ |
11,770 |
|
|
$ |
2,163 |
|
|
$ |
6,784 |
|
|
$ |
9,434 |
|
Security #2 |
|
|
19,984 |
|
|
|
13,060 |
|
|
|
2,214 |
|
|
|
9,138 |
|
|
|
11,336 |
|
Security #3 |
|
|
43,923 |
|
|
|
17,380 |
|
|
|
2,069 |
|
|
|
28,612 |
|
|
|
33,286 |
|
Security #4 |
|
|
13,769 |
|
|
|
8,508 |
|
|
|
1,151 |
|
|
|
6,412 |
|
|
|
7,406 |
|
Security #5 |
|
|
22,773 |
|
|
|
11,454 |
|
|
|
807 |
|
|
|
12,126 |
|
|
|
13,353 |
|
Security #6 |
|
|
19,640 |
|
|
|
10,225 |
|
|
|
711 |
|
|
|
10,126 |
|
|
|
10,254 |
|
Security #7 |
|
|
7,508 |
|
|
|
3,523 |
|
|
|
221 |
|
|
|
4,206 |
|
|
|
4,169 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals |
|
$ |
143,988 |
|
|
$ |
75,920 |
|
|
$ |
9,336 |
|
|
$ |
77,404 |
|
|
$ |
89,238 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Several factors contributed to the recognition of projected credit losses on the Banks non-agency
RMBS during 2009, including lower forecasted housing prices followed by a slower anticipated
housing price recovery, lower expected voluntary prepayment rates and higher projected losses on
defaulted loans.
For those securities for which an other-than-temporary impairment was determined to have occurred
during the year ended December 31, 2009, the following table presents a summary of the significant
inputs used to measure the amount of the most recent credit loss recognized in earnings (dollars in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarterly |
|
Significant Inputs(2) |
|
|
|
|
|
|
|
|
|
|
Unpaid Principal |
|
|
Period of |
|
Projected |
|
|
Projected |
|
|
Projected |
|
|
Current Credit |
|
|
|
Year of |
|
Collateral |
|
Balance as of |
|
|
Most Recent |
|
Prepayment |
|
|
Default |
|
|
Loss |
|
|
Enhancement as of |
|
|
|
Securitization |
|
Type (1) |
|
December 31, 2009 |
|
|
Impairment |
|
Rate |
|
|
Rate |
|
|
Severity |
|
|
December 31, 2009(3) |
|
Security #1 |
|
2005 |
|
Alt-A/Option ARM |
|
$ |
17,764 |
|
|
Q3 2009 |
|
|
6.4% |
|
|
|
77.1% |
|
|
|
48.2% |
|
|
|
37.5% |
|
Security #2 |
|
2005 |
|
Alt-A/Option ARM |
|
|
20,000 |
|
|
Q3 2009 |
|
|
8.4% |
|
|
|
61.0% |
|
|
|
51.3% |
|
|
|
51.0% |
|
Security #3 |
|
2006 |
|
Alt-A/Fixed Rate |
|
|
45,905 |
|
|
Q4 2009 |
|
|
13.0% |
|
|
|
31.3% |
|
|
|
41.2% |
|
|
|
8.6% |
|
Security #4 |
|
2005 |
|
Alt-A/Option ARM |
|
|
13,846 |
|
|
Q4 2009 |
|
|
6.5% |
|
|
|
73.0% |
|
|
|
42.9% |
|
|
|
49.5% |
|
Security #5 |
|
2005 |
|
Alt-A/Option ARM |
|
|
23,058 |
|
|
Q4 2009 |
|
|
7.5% |
|
|
|
75.9% |
|
|
|
49.2% |
|
|
|
49.1% |
|
Security #6 |
|
2005 |
|
Alt-A/Option ARM |
|
|
19,919 |
|
|
Q4 2009 |
|
|
8.2% |
|
|
|
65.1% |
|
|
|
38.1% |
|
|
|
30.1% |
|
Security #7 |
|
2004 |
|
Alt-A/Option ARM |
|
|
7,520 |
|
|
Q3 2009 |
|
|
10.0% |
|
|
|
55.0% |
|
|
|
42.0% |
|
|
|
34.1% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
$ |
148,012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Security #1 and Security #5 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 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. |
Because the Bank currently expects to recover the entire amortized cost basis of each of its
other non-agency RMBS holdings, and because the Bank does not intend to sell the investments and it
is not more likely than not that the Bank will be required to sell the investments before recovery
of their amortized cost bases, the Bank does not consider any of its other non-agency RMBS to be
other-than-temporarily impaired at December 31, 2009.
64
In addition to evaluating its non-agency RMBS 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. The more stressful scenario was based on a housing price forecast that was 5 percentage
points lower at the trough than the base case scenario followed by a flatter recovery path. Under
the more stressful scenario, current-to-trough home price declines were projected to range from 5
percent to 20 percent over the next 9 to 15 months. Thereafter, home prices were projected to
increase 0 percent in the first year, 1 percent in the second year, 2 percent in each of the third
and fourth years and 3 percent in each subsequent year.
As set forth in the table below, under the more stressful housing price scenario, 11 of the Banks
non-agency RMBS would have been deemed to be other-than-temporarily impaired as of December 31,
2009 (including the 7 securities that were determined to be other-than-temporarily impaired during
2009). The stress test scenario and associated results do not represent the Banks current
expectations and therefore should not be construed as a prediction of the actual performance of
these securities. Rather, the results from this hypothetical stress test scenario provide a
measure of the credit losses that the Bank might incur if home price declines (and subsequent
recoveries) are more adverse than those projected in its OTTI assessment.
NON-AGENCY RMBS STRESS-TEST SCENARIO
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hypothetical |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit Losses |
|
|
Credit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recorded |
|
|
Losses Under |
|
|
|
|
|
|
Current |
|
|
|
Year of |
|
Collateral |
|
Carrying |
|
|
Fair |
|
in Earnings |
|
|
Stress-Test |
|
|
Collateral |
|
|
Credit |
|
|
|
Securitization |
|
Type (1) |
|
Value |
|
|
Value |
|
During 2009 |
|
|
Scenario (2) |
|
|
Delinquency (3) |
|
|
Enhancement
(4) |
|
Security #1 |
|
2005 |
|
Alt-A/Option ARM |
|
$ |
6,784 |
|
|
$9,434 |
|
$ |
1,369 |
|
|
$ |
2,395 |
|
|
|
41.8% |
|
|
|
37.5% |
|
Security #2 |
|
2005 |
|
Alt-A/Option ARM |
|
|
9,138 |
|
|
11,336 |
|
|
16 |
|
|
|
43 |
|
|
|
39.0% |
|
|
|
51.0% |
|
Security #3 |
|
2006 |
|
Alt-A/Fixed Rate |
|
|
28,612 |
|
|
33,286 |
|
|
1,978 |
|
|
|
3,143 |
|
|
|
12.0% |
|
|
|
8.6% |
|
Security #4 |
|
2005 |
|
Alt-A/Option ARM |
|
|
6,412 |
|
|
7,406 |
|
|
77 |
|
|
|
567 |
|
|
|
24.2% |
|
|
|
49.5% |
|
Security #5 |
|
2005 |
|
Alt-A/Option ARM |
|
|
12,126 |
|
|
13,353 |
|
|
284 |
|
|
|
1,190 |
|
|
|
43.9% |
|
|
|
49.1% |
|
Security #6 |
|
2005 |
|
Alt-A/Option ARM |
|
|
10,126 |
|
|
10,254 |
|
|
277 |
|
|
|
1,074 |
|
|
|
27.0% |
|
|
|
30.1% |
|
Security #7 |
|
2004 |
|
Alt-A/Option ARM |
|
|
4,206 |
|
|
4,169 |
|
|
21 |
|
|
|
264 |
|
|
|
23.8% |
|
|
|
34.1% |
|
Security #8 |
|
2005 |
|
Alt-A/Option ARM |
|
|
11,908 |
|
|
6,599 |
|
|
|
|
|
|
146 |
|
|
|
32.3% |
|
|
|
49.5% |
|
Security #9 |
|
2004 |
|
Alt-A/Option ARM |
|
|
6,364 |
|
|
3,745 |
|
|
|
|
|
|
42 |
|
|
|
39.5% |
|
|
|
41.3% |
|
Security #10 |
|
2005 |
|
Alt-A/Option ARM |
|
|
5,164 |
|
|
3,125 |
|
|
|
|
|
|
7 |
|
|
|
31.0% |
|
|
|
48.2% |
|
Security #11 |
|
2005 |
|
Alt-A/Option ARM |
|
|
7,316 |
|
|
4,306 |
|
|
|
|
|
|
1 |
|
|
|
29.4% |
|
|
|
49.4% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
108,156 |
|
|
$107,013 |
|
$ |
4,022 |
|
|
$ |
8,872 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Security #1 and Security #5 are the only securities presented in the table above
that were labeled as Alt-A at the time of issuance; however, based upon their current collateral or
performance characteristics, all of the securities presented in the table above were analyzed using
Alt-A assumptions. |
(2) |
|
Represents the credit losses that would have been recorded in
earnings during the year ended December 31, 2009 if the more stressful housing price scenario had
been used in the Banks OTTI assessment as of December 31, 2009. |
|
(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 December 31, 2009, actual cumulative loan losses in the
pools of loans underlying the securities presented in the table
ranged from 1.40
percent to 4.33 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 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. |
In addition to its holdings of non-agency RMBS, as of December 31, 2009, the Bank held three
non-agency commercial MBS with an aggregate unpaid principal balance, amortized cost and estimated
fair value of $56.0 million, $56.1 million and $57.2 million, respectively. All of these
securities were issued in 2000 and are classified as held-to-maturity. As of December 31, 2009,
the portfolios weighted average collateral delinquency was 2.99 percent; at this same date, the
current weighted average credit enhancement approximated 32.5 percent.
While most of its MBS portfolio is comprised of floating rate CMOs ($11.5 billion par value at
December 31, 2009) 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 dramatically. 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 December 31, 2009,
one-month LIBOR was 0.23 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
65
largest concentration of embedded effective caps ($9.5 billion) was between 6.0 percent and 7.0
percent. As of December 31, 2009, one-month LIBOR rates were approximately 577 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) $2.5 billion of interest rate
caps with remaining maturities ranging from 39 months to 59 months as of December 31, 2009 and
strike rates ranging from 6.0 percent to 6.5 percent and (ii) five 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 6.5 percent and 7.0 percent, respectively. The other three 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 ranging from 6.0 percent to 7.0 percent. If interest rates
rise above the strike rates specified in these interest rate cap agreements, the Bank will be
entitled to receive interest payments according to the terms and conditions of such agreements.
Such payments would be based upon the notional amounts of those agreements and the difference
between the specified strike rate and one-month LIBOR.
The following table provides a summary of the notional amounts, strike rates and expiration periods
of the Banks stand-alone CMO-related interest rate cap agreements as of December 31, 2009.
SUMMARY OF CMO-RELATED INTEREST RATE CAP AGREEMENTS
(dollars in millions)
|
|
|
|
|
|
|
|
|
Expiration |
|
Notional Amount |
|
|
Strike Rate |
|
Second quarter 2013 |
|
$ |
500 |
|
|
|
6.25 |
% |
Second quarter 2013 |
|
|
250 |
|
|
|
6.50 |
% |
First quarter 2014 |
|
|
500 |
|
|
|
6.00 |
% |
First quarter 2014 |
|
|
500 |
|
|
|
6.50 |
% |
Third quarter 2014 |
|
|
500 |
|
|
|
6.50 |
% |
Fourth quarter 2014 |
|
|
250 |
|
|
|
6.00 |
% |
Fourth quarter 2014 (1) |
|
|
250 |
|
|
|
6.50 |
% |
Second quarter 2015 (2) |
|
|
250 |
|
|
|
6.50 |
% |
Fourth quarter 2015 (1) |
|
|
250 |
|
|
|
6.00 |
% |
Fourth quarter 2015 (1) |
|
|
250 |
|
|
|
7.00 |
% |
Second quarter 2016 (2) |
|
|
250 |
|
|
|
7.00 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
3,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
These caps are effective beginning in October 2012. |
|
(2) |
|
These caps are effective beginning in June 2012. |
Finance Agency regulations and Bank policies govern the Banks investments in unsecured money
market instruments such as overnight and term federal funds, commercial paper and bank notes.
Those regulations and policies establish limits on the amount of unsecured credit that may be
extended to borrowers or to affiliated groups of borrowers, and require the Bank to base its
investment limits on the long-term credit ratings of its counterparties.
Mortgage Loans Held for Portfolio
The Bank offered the MPF Program to its members from 1998 through July 31, 2008 as an additional
method of promoting housing finance in its five-state region. The MPF Program, which was developed
by the FHLBank of Chicago, allowed members to retain responsibility for managing the credit risk of
the residential mortgage loans that they originated while allowing the Bank (and/or, as described
below, the FHLBank of Chicago) to manage the funding, interest rate, and prepayment risk of the
loans. As further described below, participating members retain a portion of the credit risk in the originated mortgage loans and, in return, receive a credit
enhancement fee from the purchasing FHLBank.
66
Under its initial agreement with the FHLBank of Chicago, the Bank retained an interest (ranging
from 1 percent to 49 percent) in loans that were delivered by its Participating Financial
Institutions (PFIs), which are Bank members that joined the MPF Program. A participation
interest equal to the remaining interest in the loans was acquired by the FHLBank of Chicago. In
December 2002, the Bank and the FHLBank of Chicago agreed to modify the terms of the Banks
participation in the MPF Program. Under the terms of the revised agreement, the Bank received a
participation fee for mortgage loans that were delivered by Ninth District PFIs and the FHLBank of
Chicago acquired a 100 percent interest in the loans. On April 23, 2008, the FHLBank of Chicago
announced that it would no longer enter into new master commitments or renew existing master
commitments to purchase mortgage loans from FHLBank members under the MPF Program. In
its announcement, the FHLBank of Chicago indicated that it would acquire loans through July 31,
2008 and, as a result, it would only enter into new delivery commitments under existing master
commitments that funded no later than that date. In addition, the FHLBank of Chicago indicated
that it will continue to provide programmatic and operational support for loans already purchased
through the program. As a result of this action and the Banks decision not to acquire any of the
mortgage loans that would have been delivered to the FHLBank of Chicago under the terms of its
previous arrangement, the Bank expects the balance of its mortgage loan portfolio to continue to
decline as a result of principal amortization and loan payoffs. In addition, after July 31, 2008,
the Bank no longer receives participation fees from the FHLBank of Chicago. For a more complete
description of the Banks participation in the MPF Program, see Item 1 Business.
During the years ended December 31, 2008 and 2007, the Banks PFIs delivered $190 million and $179
million of mortgage loans, respectively, into the MPF Program, all of which were acquired by the
FHLBank of Chicago. In connection with these mortgage loan deliveries, the Bank received
participation fees from the FHLBank of Chicago of $200,000 and $187,000, respectively. No interest
in loans was retained by the Bank during the years ended December 31, 2008 or 2007. At December
31, 2009 and 2008, the Bank held $260 million and $327 million, respectively, of residential
mortgage loans originated under the MPF Program. As of these dates, 46 percent and 45 percent,
respectively, of the outstanding balances were government guaranteed/insured. The Banks allowance
for loan losses decreased from $261,000 at the end of 2008 to $240,000 at December 31, 2009,
reflecting charge-offs. The Bank did not have any impaired loans at December 31, 2009 or 2008. In
accordance with the guidelines of the MPF Program, the mortgage loans held by the Bank were
underwritten pursuant to traditional lending standards for conforming loans. All of the Banks
mortgage loans were acquired between 1998 and mid-2003 and the portfolio has exhibited a
satisfactory payment history. As of December 31, 2009, loans 90 or more days past due that are not
government guaranteed/insured approximated 0.4 percent of the portfolio, including loans in
foreclosure, which represented 0.1 percent of the portfolio. Based in part on these attributes, as
well as the Banks loss experience with these loans, the Bank believes that its allowance for loan
losses is adequate.
For those loans in which the Bank has a retained interest, the Bank and the PFIs share in the
credit risk of the retained portion of such loans with the Bank assuming the first loss obligation
limited by the First Loss Account (FLA), and the PFIs assuming credit losses in excess of the
FLA, up to the amount of the credit enhancement obligation as specified in the master agreement
(Second Loss Credit Enhancement). The Bank assumes all losses in excess of the Second Loss
Credit Enhancement.
The PFIs credit enhancement obligation (CE Amount) arises under its PFI Agreement while the
amount and nature of the obligation are determined with respect to each master commitment. Under
the Finance Agencys Acquired Member Asset regulation (12 C.F.R. part 955) (AMA Regulation), the
PFI must bear the economic consequences of certain credit losses with respect to a master
commitment based upon the MPF product and other criteria. Under the MPF program, the PFIs credit
enhancement protection (CEP Amount) may take the form of the CE Amount, which represents the
direct liability to pay credit losses incurred with respect to that master commitment, or may
require the PFI to obtain and pay for a supplemental mortgage insurance (SMI) policy insuring the
Bank for a portion of the credit losses arising from the master commitment, and/or the PFI may
contract for a contingent performance-based credit enhancement fee whereby such fees are reduced by
losses up to a certain amount arising under the master commitment. Under the AMA Regulation, any
portion of the CE Amount that is a PFIs direct liability must be collateralized by the PFI in the
same way that advances are collateralized. The PFI Agreement provides that the PFIs obligations
under the PFI Agreement are secured along with other obligations of the PFI under its regular
advances agreement with the Bank and, further, that the Bank may request additional
67
collateral to secure the PFIs obligations. PFIs are paid a credit enhancement fee (CE fee) as
an incentive to minimize credit losses, to share in the risk of loss on MPF loans and to pay for
SMI, rather than paying a guaranty fee to other secondary market purchasers. CE fees are paid
monthly and are determined based on the remaining unpaid principal balance of the MPF loans. The
required CE Amount may vary depending on the MPF product alternatives selected. The Bank also pays
performance-based CE fees that are based on the actual performance of the pool of MPF loans under
each individual master commitment. To the extent that losses in the current month exceed accrued
performance-based CE fees, the remaining losses may be recovered from future performance-based CE
fees payable to the PFI. During the years ended December 31, 2009, 2008 and 2007, the Bank paid CE
fees totaling $120,000, $174,000 and $276,000, respectively. During these same periods,
performance-based credit enhancement fees that were forgone and not paid to the Banks PFIs totaled
$80,000, $85,000 and $27,000, respectively.
In some cases, a portion of the credit support for MPF loans is provided under a primary and/or
supplemental mortgage insurance policy. Currently, nine mortgage insurance companies provide
primary and/or supplemental mortgage insurance for loans in which the Bank has a retained interest.
As of February 28, 2010, seven of the mortgage insurance providers were rated between single-A and
single-B. S&P, Fitch and Moodys no longer rate the other two mortgage insurance providers. Given
the small amount of loans that are insured by the nine mortgage insurance companies and the
historical performance of those loans, the Bank believes its credit exposure to these insurance
companies, both individually and in the aggregate, was not significant as of December 31, 2009.
PFIs must comply with the requirements of the PFI agreement, MPF guides, applicable law and the
terms of mortgage documents. If a PFI fails to comply with any of these requirements, it may be
required to repurchase the MPF loans that are impacted by such failure. The reasons that a PFI
could be required to repurchase an MPF loan include, but are not limited to, the failure of the
loan to meet underwriting standards, the PFIs failure to deliver a qualifying promissory note and
certain other relevant documents to an approved custodian, a servicing breach, fraud or other
misrepresentations by the PFI. In addition, a PFI may, under the terms of the MPF servicing guide,
elect to repurchase any government-guaranteed loan for an amount equal to the loans then current
scheduled principal balance and accrued interest thereon, provided no payment has been made by the
borrower for three consecutive months. This policy allows PFIs to comply with loss mitigation
requirements of the applicable government agency in order to preserve the insurance guaranty
coverage. During the years ended December 31, 2009, 2008 and 2007, the principal amount of
mortgage loans held by the Bank that were repurchased by the Banks PFIs totaled $1,759,000,
$1,644,000 and $1,327,000, respectively.
Consolidated Obligations and Deposits
At December 31, 2009, the carrying values of consolidated obligation bonds and discount notes
totaled $51.5 billion and $8.8 billion, respectively, and the par values of the Banks outstanding
bonds and discount notes totaled $51.2 billion and $8.8 billion, respectively.
At December 31, 2008, the carrying values of consolidated obligation bonds and discount notes
totaled $56.6 billion and $16.7 billion, respectively, and the par values of the Banks outstanding
bonds and discount notes totaled $56.0 billion and $16.9 billion, respectively.
68
During the year ended December 31, 2009, the Banks consolidated obligations (at par value)
decreased by $12.9 billion, in line with the decrease in outstanding advances during the year;
consolidated obligation bonds and discount notes decreased by $4.8 billion and $8.1 billion,
respectively. The following table presents the composition of the Banks outstanding bonds at
December 31, 2009 and 2008.
COMPOSITION OF CONSOLIDATED OBLIGATION BONDS OUTSTANDING
(Par value, dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2009 |
|
|
December 31, 2008 |
|
|
|
|
|
|
|
Percentage |
|
|
|
|
|
|
Percentage |
|
|
|
Balance |
|
|
of Total |
|
|
Balance |
|
|
of Total |
|
Fixed rate, non-callable |
|
$ |
23,371 |
|
|
|
45.7 |
% |
|
$ |
31,767 |
|
|
|
56.7 |
% |
Single-index floating rate |
|
|
20,560 |
|
|
|
40.2 |
|
|
|
13,093 |
|
|
|
23.4 |
|
Callable step-up |
|
|
3,473 |
|
|
|
6.8 |
|
|
|
78 |
|
|
|
0.1 |
|
Fixed rate, callable |
|
|
3,277 |
|
|
|
6.4 |
|
|
|
11,054 |
|
|
|
19.8 |
|
Conversion |
|
|
365 |
|
|
|
0.7 |
|
|
|
|
|
|
|
|
|
Callable step-down |
|
|
125 |
|
|
|
0.2 |
|
|
|
15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total par value |
|
$ |
51,171 |
|
|
|
100.0 |
% |
|
$ |
56,007 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed rate bonds have coupons that are fixed over the life of the bond. Some fixed rate bonds
contain provisions that enable the Bank to call the bonds at its option on predetermined call
dates. Single-index floating rate bonds have variable rate coupons that generally reset based on
either one-month or three-month LIBOR or the daily federal funds rate; these bonds may contain caps
that limit the increases in the floating rate coupons. Callable step-up bonds pay interest at
increasing fixed rates for specified intervals over the life of the bond and contain provisions
enabling the Bank to call the bonds at its option on predetermined dates. Callable step-down bonds
pay interest at decreasing fixed rates for specified intervals over the life of the bond and
contain provisions enabling the Bank to call the bonds at its option on predetermined dates.
Conversion bonds have coupons that convert from fixed to floating, or from floating to fixed, on
predetermined dates.
The FHLBanks rely extensively on the approved underwriters of their securities, including
investment banks, money center banks and large commercial banks, to source investors for
consolidated obligations. Investors may be located in the United States or overseas. The features
of consolidated obligations are structured to meet the requirements of investors. The various
types of consolidated obligations included in the table above reflect the features of the Banks
outstanding bonds as of December 31, 2009 and 2008 and do not represent all of the various types
and styles of consolidated obligation bonds that may be issued by other FHLBanks or that may be
issued from time to time by the Bank.
Consistent with its risk management philosophy, the Bank uses interest rate exchange agreements
(i.e., interest rate swaps) to convert many of the fixed rate consolidated obligations that it
issues to floating rate instruments that periodically reset to an index such as one-month or
three-month LIBOR. Generally, the Bank receives a coupon on the interest rate swap that is
identical to the coupon it pays on the consolidated obligation bond while paying a variable rate
coupon on the interest rate swap that resets to either one-month or three-month LIBOR. Typically,
the calculation of the variable rate coupon also includes a spread to the index; for instance, the
Bank may pay a coupon on the interest rate swap equal to three-month LIBOR minus 15 basis points.
The primary benchmark the Bank uses to analyze the effectiveness of its debt issuance efforts and
trends in its debt issuance costs is the spread to LIBOR that the Bank pays on interest rate swaps
used to convert its fixed rate consolidated obligations to LIBOR. The costs of the Banks
consolidated obligations, when expressed relative to LIBOR, are impacted by many factors. These
include factors that may influence all credit market spreads, such as investors perceptions of
general economic conditions, changes in investors risk tolerances or maturity preferences, or, in
the case of overseas investors, changes in preferences for holding dollar-denominated assets. They
also include factors that primarily influence the yields of GSE debt, such as a marked change in
the debt issuance
69
patterns of GSEs stemming from a rapid change in the growth of their balance sheets or changes in
market interest rates or the availability of debt with similar perceived credit quality, such as
debt guaranteed by the U.S. government under programs implemented to support the banking industry
and the financial markets. Finally, the specific features of consolidated obligations and the
associated interest rate swaps influence the spread to LIBOR that the Bank pays on its interest
rate swaps.
Historically, a significant portion of the consolidated obligations that the Bank has issued have
been callable bonds. Callable bonds provide the Bank with the right to redeem the instrument on
predetermined call dates in the future. When hedging callable consolidated obligation bonds, the
Bank sells an option to the interest rate swap counterparty that offsets the option the Bank owns
to call the bond. If market interest rates decline, the swap counterparty will generally exercise
its right to cancel the interest rate swap and the Bank will then typically call the consolidated
obligation bond. Conversely, if market interest rates increase, the swap counterparty generally
elects to keep the interest rate swap outstanding and the Bank will then elect not to call the
consolidated obligation bond.
In mid-2007, developments in the credit markets began to alter the relationships between the cost
of consolidated obligation bonds and other instruments. During the first half of 2007, the yields
for consolidated obligation bonds were generally lower than the rates for interest rate swaps
having the same maturity and features as the consolidated obligation bonds. The relationship
between the yield on newly issued consolidated obligation bonds relative to rates on interest rate
swaps having the same maturity and features did not change significantly during this period.
However, during the second half of 2007 and the first half of 2008, this relationship generally
widened as consolidated obligation bond yields trended lower relative to interest rate swap rates.
Similarly, during this same period, the yield on consolidated obligation discount notes declined
relative to LIBOR. These decreases were due primarily to increased demand, as investors shifted
their available funds away from asset-backed investments to government-guaranteed and agency debt.
These market conditions and the relatively wide spread between LIBOR and other market rates
generally resulted in lower costs relative to LIBOR for the Banks consolidated obligations that
were issued during the first half of 2008.
As discussed in the section above entitled Financial Market Conditions, market developments
during the second half of 2008 stimulated investors demand for short-term GSE debt and limited
their demand for longer term debt. As a result, during the second half of 2008, the Banks
potential funding costs associated with issuing long-maturity debt rose sharply relative to
short-term debt, each as compared to three-month LIBOR on a swapped cash flow basis. These market
conditions continued into early 2009 and, as a result, the Bank relied in large part on the
issuance of short-term debt to meet its funding needs during the first half of 2009. The Banks
access to debt with a wider range of maturities, and the pricing of those bonds, improved during
the second half of 2009 and, therefore, the Bank relied on the issuance of short-maturity debt to a
lesser extent during the second half of 2009 as compared to the previous 12 months.
During 2008 and 2009, the proportion of outstanding callable bonds (relative to years prior to
2008) decreased as existing callable bonds were called or matured, and demand for new callable
bonds was limited due to strong investor preferences for short-term, high-quality assets. These
preferences also contributed to an increase in the proportion of non-callable, short-term bullet
and floating-rate bonds over this same period. At December 31, 2009 and 2008, 66.3 percent and
74.9 percent, respectively, of the Banks consolidated obligations were due in one year or less.
By comparison, as of December 31, 2007, 59.9 percent of the Banks consolidated obligations were
due in one year or less.
70
The following table is a summary of the Banks consolidated bonds and discount notes outstanding at
December 31, 2009 and 2008, by contractual maturity (at par value):
CONSOLIDATED OBLIGATION BONDS AND DISCOUNT NOTES BY CONTRACTUAL MATURITY
(dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2009 |
|
|
December 31, 2008 |
|
Contractual Maturity |
|
Amount |
|
|
Percentage |
|
|
Amount |
|
|
Percentage |
|
Due in one year or less |
|
$ |
39,716 |
|
|
|
66.3 |
% |
|
$ |
54,610 |
|
|
|
74.9 |
% |
Due after one year through two years |
|
|
9,164 |
|
|
|
15.3 |
|
|
|
9,784 |
|
|
|
13.4 |
|
Due after two years through three years |
|
|
5,569 |
|
|
|
9.3 |
|
|
|
2,239 |
|
|
|
3.1 |
|
Due after
three years through four years |
|
|
1,085 |
|
|
|
1.8 |
|
|
|
1,689 |
|
|
|
2.3 |
|
Due after four years through five years |
|
|
1,191 |
|
|
|
2.0 |
|
|
|
944 |
|
|
|
1.3 |
|
Thereafter |
|
|
3,211 |
|
|
|
5.3 |
|
|
|
3,665 |
|
|
|
5.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
59,936 |
|
|
|
100.0 |
% |
|
$ |
72,931 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand and term deposits were $1.5 billion, $1.4 billion and $3.1 billion at December 31, 2009,
2008 and 2007, respectively. The Bank has a deposit auction program under which deposits with
varying maturities and terms are offered for competitive bid at periodic auctions. The deposit
auction program offers the Banks members an alternative way to invest their excess liquidity at
competitive rates of return, while providing an alternative source of funds for the Bank. The size
of the Banks deposit base varies as market factors change, including the attractiveness of the
Banks 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 Stock
The Banks outstanding capital stock (excluding mandatorily redeemable capital stock) decreased
from $3.2 billion at December 31, 2008 to $2.5 billion at December 31, 2009, while the Banks
average outstanding capital stock (for financial reporting purposes) decreased from $2.9 billion
for the year ended December 31, 2008 to $2.7 billion for the year ended December 31, 2009. The
decreases were due in large part to the decline in outstanding advances balances during 2009.
As described in Item 1 Business, 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. On February 22, 2007, the Banks Board of Directors approved a reduction in the
membership investment requirement from 0.08 percent to 0.06 percent of each members total assets
as of December 31, 2006 (and each December 31 thereafter), subject to a minimum of $1,000 and a
maximum of $25,000,000. This change became effective on April 16, 2007 and there have been no
changes in the membership investment requirement percentage since that date. The activity-based
investment requirement is currently 4.10 percent of outstanding advances, plus 4.10 percent of the
outstanding principal balance of any MPF loans that were delivered pursuant to master commitments
executed after September 2, 2003 and retained on the Banks balance sheet (of which there are
none). There were no changes in the activity-based investment requirement percentages during the
years ended December 31, 2009, 2008 or 2007. The Banks Board of Directors reviews these
requirements at least annually and has the authority to adjust them periodically within ranges
established in the capital plan, as amended from time to time, to ensure that the Bank remains
adequately capitalized.
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 institutions
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 repurchase that occurred on January 31, 2007, surplus stock was defined as
stock in excess of 110 percent of the members minimum investment requirement. For the quarterly
repurchases that occurred from April 30, 2007 through October 31, 2008, surplus stock was defined
as stock in excess of 105 percent of the members minimum investment requirement. For the
repurchases that occurred
71
from January 30, 2009 through January 29, 2010, surplus stock was defined as stock in excess
of 120 percent of the members minimum investment requirement. The Banks practice has been that a
members surplus stock will not be repurchased if the amount of that members 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 further modify the definition of surplus stock or the
timing and/or frequency of surplus stock repurchases.
At December 31, 2009, excess stock held by the Banks members and former members totaled $292.2
million, which represented 0.4 percent of the Banks total assets as of that date.
The following table sets forth the repurchases of surplus stock that have occurred since January 1,
2007. The significant increase in the number of shares repurchased on April 30, 2007 was
attributable to the reduction in the membership investment requirement discussed above. The
increases in the number of shares repurchased on July 31, 2008 and October 31, 2008 were due to
repurchases associated with reductions in advances to one of the Banks largest borrowers.
SURPLUS STOCK REPURCHASED UNDER QUARTERLY REPURCHASE PROGRAM
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount Classified as |
|
|
|
|
|
|
|
|
|
|
Mandatorily Redeemable |
Date of Repurchase |
|
Shares |
|
Amount of |
|
Capital Stock at Date of |
by the Bank |
|
Repurchased |
|
Repurchase |
|
Repurchase |
January 31, 2007 |
|
|
1,442,916 |
|
|
$ |
144,292 |
|
|
$ |
263 |
|
April 30, 2007 |
|
|
2,862,664 |
|
|
|
286,266 |
|
|
|
7,391 |
|
July 31, 2007 |
|
|
1,242,655 |
|
|
|
124,266 |
|
|
|
2,305 |
|
October 31, 2007 |
|
|
1,291,685 |
|
|
|
129,169 |
|
|
|
1,531 |
|
January 31, 2008 |
|
|
1,917,546 |
|
|
|
191,755 |
|
|
|
24,982 |
|
April 30, 2008 |
|
|
1,088,892 |
|
|
|
108,889 |
|
|
|
2,913 |
|
July 31, 2008 |
|
|
2,007,883 |
|
|
|
200,788 |
|
|
|
24,988 |
|
October 31, 2008 |
|
|
3,064,496 |
|
|
|
306,450 |
|
|
|
394 |
|
January 30, 2009 |
|
|
1,683,239 |
|
|
|
168,324 |
|
|
|
7,602 |
|
April 30, 2009 |
|
|
1,016,045 |
|
|
|
101,605 |
|
|
|
|
|
July 31, 2009 |
|
|
1,368,402 |
|
|
|
136,840 |
|
|
|
|
|
October 30, 2009 |
|
|
1,065,165 |
|
|
|
106,517 |
|
|
|
|
|
January 29, 2010 |
|
|
1,065,595 |
|
|
|
106,560 |
|
|
|
|
|
Accounting principles generally accepted in the United States of America (GAAP) require
issuers to classify as liabilities certain financial instruments that embody obligations for the
issuer (hereinafter referred to as mandatorily redeemable financial instruments). Pursuant to
these requirements, the Bank generally reclassifies shares of capital stock from the capital
section to the liability section of its balance sheet at the point in time when either a written
redemption or withdrawal notice is received from a member or a membership withdrawal or termination
is otherwise initiated, because the shares of capital stock then typically meet the definition of a
mandatorily redeemable financial instrument. Shares of capital stock meeting this definition are
reclassified to liabilities at fair value. Following reclassification of the stock, any dividends
paid or accrued on such shares are recorded as interest expense in the statement of income. As the
repurchases presented in the table above are made at the sole discretion of the Bank, the
repurchase, in and of itself, does not cause the shares underlying such repurchases to meet the
definition of mandatorily redeemable financial instruments.
Mandatorily redeemable capital stock outstanding at December 31, 2009, 2008 and 2007 was $9.2
million, $90.4 million and $82.5 million, respectively. For the years ended December 31, 2009,
2008 and 2007, average mandatorily redeemable capital stock was $56.2 million, $57.5 million and
$103.9 million, respectively.
72
The following table presents mandatorily redeemable capital stock outstanding, by reason for
classification as a liability, as of December 31, 2009, 2008 and 2007.
HOLDINGS OF MANDATORILY REDEEMABLE CAPITAL STOCK
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2009 |
|
|
December 31, 2008 |
|
|
December 31, 2007 |
|
|
|
Number of |
|
|
|
|
|
|
Number of |
|
|
|
|
|
|
Number of |
|
|
|
|
Capital Stock Status |
|
Institutions |
|
|
Amount |
|
|
Institutions |
|
|
Amount |
|
|
Institutions |
|
|
Amount |
|
Held by the FDIC, as receiver of
Franklin Bank, S.S.B. |
|
|
1 |
|
|
$ |
29 |
|
|
|
1 |
|
|
$ |
57,432 |
|
|
|
|
|
|
$ |
|
|
Held by Capital One, National Association |
|
|
1 |
|
|
|
976 |
|
|
|
1 |
|
|
|
26,350 |
|
|
|
1 |
|
|
|
60,719 |
|
Held by Washington Mutual Bank |
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
103 |
|
|
|
1 |
|
|
|
15,436 |
|
Subject to withdrawal notice |
|
|
8 |
|
|
|
1,900 |
|
|
|
5 |
|
|
|
1,198 |
|
|
|
4 |
|
|
|
920 |
|
Held by other non-members |
|
|
14 |
|
|
|
6,260 |
|
|
|
10 |
|
|
|
5,270 |
|
|
|
10 |
|
|
|
5,426 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
24 |
|
|
$ |
9,165 |
|
|
|
18 |
|
|
$ |
90,353 |
|
|
|
16 |
|
|
$ |
82,501 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Although mandatorily redeemable capital stock is excluded from capital (equity) for financial
reporting purposes, such stock is considered capital for regulatory purposes (see the section below
entitled Risk-Based Capital Rules and Other Capital Requirements for further information). Total
outstanding capital stock for regulatory purposes (i.e., capital stock classified as equity for
financial reporting purposes plus mandatorily redeemable capital stock) decreased from $3.3 billion
at the end of 2008 to $2.5 billion at December 31, 2009.
At December 31, 2009, the Banks ten largest shareholders (most of which were among the Banks ten
largest borrowers) held $1.4 billion of capital stock, which
represented 53.4 percent of the Banks
total outstanding capital stock (including mandatorily redeemable capital stock) as of that date.
The following table presents the Banks ten largest shareholders as of December 31, 2009.
TEN LARGEST SHAREHOLDERS AS OF DECEMBER 31, 2009
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent of |
|
|
|
|
|
|
|
|
|
|
|
Capital |
|
|
Total |
|
Name |
|
City |
|
|
State |
|
|
Stock |
|
|
Capital Stock |
|
Wells Fargo Bank South Central, National Association (1) |
|
Houston |
|
TX |
|
$ |
799,097 |
|
|
|
31.4 |
% |
Comerica Bank |
|
Dallas |
|
TX |
|
|
271,140 |
|
|
|
10.7 |
|
International Bank of Commerce |
|
Laredo |
|
TX |
|
|
61,908 |
|
|
|
2.4 |
|
Beal Bank Nevada (2) |
|
Las Vegas |
|
NV |
|
|
41,999 |
|
|
|
1.7 |
|
Bank of Texas, N.A. |
|
Dallas |
|
TX |
|
|
39,540 |
|
|
|
1.6 |
|
Southside Bank |
|
Tyler |
|
TX |
|
|
38,629 |
|
|
|
1.5 |
|
Arvest Bank |
|
Rogers |
|
AR |
|
|
30,239 |
|
|
|
1.2 |
|
First National Bank |
|
Edinburg |
|
TX |
|
|
27,101 |
|
|
|
1.1 |
|
BancorpSouth Bank |
|
Tupelo |
|
MS |
|
|
23,465 |
|
|
|
0.9 |
|
First Community Bank |
|
Taos |
|
NM |
|
|
23,103 |
|
|
|
0.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,356,221 |
|
|
|
53.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Formerly Wachovia Bank, FSB |
|
(2) |
|
Beal Bank Nevada is chartered in Las Vegas, NV, but maintains its home office in Plano, TX. |
As of December 31, 2009, all of the stock held by the ten institutions shown in the table
above was classified as capital in the statement of condition.
73
Retained Earnings and Dividends
During the year ended December 31, 2009, the Banks retained earnings increased by $140.3 million,
from $216.0 million to $356.3 million. During 2009, the Bank paid dividends on capital stock
totaling $7.8 million (excluding dividends that were classified as an increase in the mandatorily
redeemable capital stock liability). The weighted average of the dividend rates paid during the
year (computed as the average of the rates paid in each quarter weighted by the number of days in
each quarter) was 0.25 percent. In comparison, the weighted average of the dividend rates paid for
2008 and 2007 were 2.92 percent and 5.21 percent, reflecting dividends of $75.1 million and $108.6
million, respectively. The weighted average of the dividend rates paid was equal to the reference
average effective federal funds rate for the years ended December 31, 2009, 2008 and 2007. (For a
discussion of the calculation of the reference rate, see the section above entitled Overview.)
The Bank is permitted by regulation to pay dividends only from previously retained earnings or
current net earnings. Additional restrictions regarding the payment of dividends are discussed in
Item 5 Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities. Dividends may be paid in the form of cash or capital stock as authorized by the
Banks Board of Directors. 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 (based on core earnings)
generally track short-term interest rates.
The Bank declares and pays dividends after the close of the calendar quarter to which the dividend
pertains and the earnings for that quarter have been calculated. Each quarterly dividend in 2009,
2008 and 2007 was based upon the Banks operating results, shareholders average capital stock
holdings and the average effective federal funds rates for the immediately preceding quarter.
The Bank has a retained earnings policy that calls for it to maintain retained earnings in an
amount sufficient to protect against potential identified accounting or economic losses due to
specified interest rate, credit and operations risks. The Banks current retained earnings policy
target, which was last updated in December 2009, calls for the Bank to maintain a retained earnings
balance of at least $243 million to protect against the risks identified in the policy.
Notwithstanding the fact that the Banks December 31, 2009 retained earnings balance of $356.3
million exceeds the policy target balance, the Bank expects to continue to build its retained
earnings in keeping with its long-term strategic objectives. With certain exceptions, the Banks
retained earnings policy calls for the Bank to maintain its retained earnings balance at or above
its policy target when determining the amount of funds available to pay dividends.
On March 23, 2010, the Banks Board of Directors approved a dividend in the form of capital stock
for the first quarter of 2010 at an annualized rate of 0.375 percent, which exceeds the
upper end of the Federal Reserves target for the federal funds rate for the fourth quarter of 2009 by 12.5 basis points.
The first quarter dividend, applied
to average capital stock held during the period from October 1, 2009 through December 31, 2009,
will be paid on March 31, 2010.
While there can be no assurances, taking into consideration its current earnings expectations and
anticipated market conditions, the Bank currently expects to pay dividends for the remainder of
2010 at or slightly above the reference average federal funds rate for the applicable dividend period
(i.e., for each calendar quarter during this period, the average federal funds rate for
the preceding quarter).
Consistent with its long-standing practice, the Bank expects to pay these dividends in the form of
capital stock with any fractional shares paid in cash. Stock dividends paid on capital stock that
is classified as equity are reported as an issuance of capital stock. Stock dividends paid on
capital stock that is classified as mandatorily redeemable capital stock are reported as either an
issuance of capital stock or as an increase in the mandatorily redeemable capital stock liability
depending upon the event that caused the stock on which the dividend is being paid to be classified
as a liability. Stock dividends paid on stock subject to a written redemption notice are reported
as an issuance of capital stock as such dividends are not covered by the original redemption
notice. Stock dividends paid on stock that is subject to a withdrawal notice (or its equivalent)
are reported as an increase in the mandatorily redeemable capital stock liability. During the
years ended December 31, 2009, 2008 and 2007, the Bank did not receive any stock redemption
notices.
74
Derivatives and Hedging Activities
The Bank functions as a financial intermediary by channeling funds provided by investors in its
consolidated obligations to member institutions. During the course of a business day, all member
institutions may obtain advances through a variety of product types that include features as
diverse as variable and fixed coupons, overnight to 30-year maturities, and bullet (principal due
at maturity) or amortizing redemption schedules. The Bank funds advances primarily through the
issuance of consolidated obligation bonds and discount notes. The terms and amounts of these
consolidated obligation bonds and discount notes and the timing of their issuance is determined by
the Bank and is subject to investor demand as well as FHLBank System debt issuance policies.
The intermediation of the timing, structure, and amount of Bank members credit needs with the
investment requirements of the Banks creditors is made possible by the extensive use of interest
rate exchange agreements. The Banks general practice is to contemporaneously execute interest
rate exchange agreements when acquiring assets and/or issuing liabilities in order to convert the
instruments cash flows to a floating rate that is indexed to LIBOR. By doing so, the Bank reduces
its interest rate risk exposure and preserves the value of, and earns more stable returns on, its
members capital investment.
This use of derivatives is integral to the Banks financial management strategy, and the impact of
these interest rate exchange agreements permeates the Banks financial statements. Management has
put in place a risk management framework that outlines the permitted uses of interest rate
derivatives and that requires frequent reporting of their values and impact on the Banks financial
statements. All interest rate derivatives employed by the Bank hedge identifiable risks and none
are used for speculative purposes. All of the Banks derivative instruments that are designated in
ASC 815 hedging relationships are hedging fair value risk attributable to changes in LIBOR, the
designated benchmark interest rate. The Bank does not have any derivative instruments designated
as cash flow hedges.
ASC 815 requires that all derivative instruments be recorded in the statements of condition at
their fair values. Changes in the fair values of the Banks derivatives are recorded each period
in current earnings. ASC 815 also sets forth conditions that must exist in order for balance sheet
items to qualify for hedge accounting. If an asset or liability qualifies for hedge accounting,
changes in the fair value of the hedged item that are attributable to the hedged risk are also
recorded in earnings. As a result, the net effect is that only the ineffective portion of a
qualifying hedge has an impact on current earnings.
Under ASC 815, periodic earnings variability occurs in the form of the net difference between
changes in the fair values of the hedge (the derivative instrument) and the hedged item (the asset
or liability), if any, for accounting purposes. For the Bank, two types of hedging relationships
are primarily responsible for creating earnings volatility.
The first type involves transactions in which the Bank enters into interest rate swaps with coupon
cash flows identical or nearly identical to the cash flows of the hedged item (e.g., an advance,
investment security or consolidated obligation). In some cases involving hedges of this type, an
assumption of no ineffectiveness can be made and the changes in the fair values of the derivative
and the hedged item are considered identical and offsetting (hereinafter referred to as the
short-cut method). However, if the derivative or the hedged item do not have certain
characteristics defined in ASC 815, the assumption of no ineffectiveness cannot be made, and the
derivative and the hedged item must be marked to fair value independently (hereinafter referred to
as the long-haul method). Under the long-haul method, the two components of the hedging
relationship are marked to fair value using different discount rates, and the resulting changes in
fair value are generally slightly different from one another. Even though these differences are
generally relatively small when expressed as prices, their impact can become more significant when
multiplied by the principal amount of the transaction and then evaluated in the context of the
Banks net income. Further, during periods in which short-term interest rates are volatile, the
Bank may experience increased earnings variability related to differences in the timing between
changes in short-term rates and interest rate resets on the floating rate leg of its interest rate
swaps. The floating legs of most of the Banks fixed-for-floating interest rate swaps reset every
three months and are then fixed until the next reset date. When short-term rates change
significantly between the reset date and the valuation date, discounting the cash flows of the
floating rate leg at current market rates until the swaps next reset date can cause near-term
volatility in the Banks earnings. Nonetheless, the impact of these types of
ineffectiveness-related adjustments on earnings is transitory as the net
75
earnings impact will be zero over the life of the hedging relationship if the derivative and hedged
item are held to maturity or their call dates, which is generally the case for the Bank.
The second type of hedging relationship that creates earnings volatility involves transactions in
which the Bank enters into interest rate exchange agreements to hedge identifiable portfolio risks
that either do not qualify for hedge accounting under ASC 815 or are not designated in an ASC 815
hedging relationship (hereinafter referred to as a non-ASC 815 or economic hedge). For
instance, as described above, the Bank holds interest rate caps as a hedge against embedded caps in
its floating rate CMOs classified as held-to-maturity securities. The changes in fair value of the
interest rate caps flow through current earnings without an offsetting change in the fair value of
the hedged items (i.e., the variable rate CMOs with embedded caps), which increases the volatility
of the Banks earnings. The impact of these changes in value on earnings over the life of the
transactions will equal the purchase price of the caps if these instruments are held until their
maturity. In addition, from time-to-time, the Bank uses interest rate basis swaps to reduce its
exposure to changes in spreads between one-month and three-month LIBOR and it uses interest rate
swaps to convert variable-rate consolidated obligations from one index rate (e.g., the daily
federal funds rate) to another index rate (e.g., one- or three-month LIBOR). The Bank also uses
fixed-for-floating interest rate swaps to hedge its fair value risk exposure associated with some
of its longer-term discount notes. The impact of the changes in fair value of these stand-alone
interest rate swaps on earnings over the life of the transactions will be zero if these instruments
are held until their maturity. The Bank generally holds its discount note swaps and federal funds
floater swaps to maturity.
Because the use of interest rate derivatives enables the Bank to better manage its economic risks,
and thus run its business more effectively and efficiently, the Bank will continue to use them
during the normal course of its balance sheet management. The Bank views the accounting
consequences of using interest rate derivatives as being an important, but secondary,
consideration.
As a result of using interest rate exchange agreements extensively to fulfill its role as a
financial intermediary, the Bank has a large notional amount of interest rate exchange agreements
relative to its size. As of December 31, 2009, 2008 and 2007, the Banks notional balance of
interest rate exchange agreements was $66.7 billion, $70.1 billion and $41.0 billion, respectively,
while its total assets were $65.1 billion, $78.9 billion and $63.5 billion, respectively. The
notional amount of interest rate exchange agreements does not reflect the Banks credit risk
exposure which, as discussed below, is much less than the notional amount. The following table
provides the notional balances of the Banks derivative instruments, by balance sheet category, as
of December 31, 2009, 2008 and 2007, and the net fair value changes recorded in earnings for each
of those categories during the years ended December 31, 2009, 2008 and 2007.
76
COMPOSITION OF DERIVATIVES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Notional at December 31, |
|
|
Net Change in Fair Value(7) |
|
|
|
(In millions of dollars) |
|
|
(In thousands of dollars) |
|
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
Advances |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-cut method(1) |
|
$ |
9,397 |
|
|
$ |
9,959 |
|
|
$ |
7,161 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Long-haul method(2) |
|
|
1,556 |
|
|
|
1,164 |
|
|
|
910 |
|
|
|
(3,061 |
) |
|
|
3,063 |
|
|
|
723 |
|
Economic hedges(3) |
|
|
15 |
|
|
|
5 |
|
|
|
22 |
|
|
|
(36 |
) |
|
|
321 |
|
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
10,968 |
|
|
|
11,128 |
|
|
|
8,093 |
|
|
|
(3,097 |
) |
|
|
3,384 |
|
|
|
722 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-haul method(2) |
|
|
|
|
|
|
40 |
|
|
|
315 |
|
|
|
(102 |
) |
|
|
4,077 |
|
|
|
2,195 |
|
Economic hedges(4) |
|
|
|
|
|
|
|
|
|
|
7 |
|
|
|
|
|
|
|
1,037 |
|
|
|
(127 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
40 |
|
|
|
322 |
|
|
|
(102 |
) |
|
|
5,114 |
|
|
|
2,068 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated obligation bonds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-cut method(1) |
|
|
95 |
|
|
|
95 |
|
|
|
1,075 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-haul method(2) |
|
|
27,519 |
|
|
|
37,795 |
|
|
|
24,819 |
|
|
|
62,462 |
|
|
|
(55,368 |
) |
|
|
(1,349 |
) |
Economic hedges(3) |
|
|
8,195 |
|
|
|
110 |
|
|
|
160 |
|
|
|
10,337 |
|
|
|
(926 |
) |
|
|
533 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
35,809 |
|
|
|
38,000 |
|
|
|
26,054 |
|
|
|
72,799 |
|
|
|
(56,294 |
) |
|
|
(816 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated obligation discount notes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Economic hedges(3) |
|
|
6,414 |
|
|
|
5,270 |
|
|
|
|
|
|
|
(7,395 |
) |
|
|
9,216 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other economic hedges |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate caps(5) |
|
|
3,750 |
|
|
|
3,500 |
|
|
|
6,500 |
|
|
|
14,316 |
|
|
|
(2,243 |
) |
|
|
(1,509 |
) |
Basis swaps(6) |
|
|
9,700 |
|
|
|
12,200 |
|
|
|
|
|
|
|
8,994 |
|
|
|
42,530 |
|
|
|
|
|
Member swaps (including offsetting swaps) |
|
|
24 |
|
|
|
7 |
|
|
|
|
|
|
|
30 |
|
|
|
16 |
|
|
|
|
|
Total |
|
|
13,474 |
|
|
|
15,707 |
|
|
|
6,500 |
|
|
|
23,340 |
|
|
|
40,303 |
|
|
|
(1,509 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total derivatives |
|
$ |
66,665 |
|
|
$ |
70,145 |
|
|
$ |
40,969 |
|
|
$ |
85,545 |
|
|
$ |
1,723 |
|
|
$ |
465 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total short-cut method |
|
$ |
9,492 |
|
|
$ |
10,054 |
|
|
$ |
8,236 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Total long-haul method |
|
|
29,075 |
|
|
|
38,999 |
|
|
|
26,044 |
|
|
|
59,299 |
|
|
|
(48,228 |
) |
|
|
1,569 |
|
Total economic hedges |
|
|
28,098 |
|
|
|
21,092 |
|
|
|
6,689 |
|
|
|
26,246 |
|
|
|
49,951 |
|
|
|
(1,104 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total derivatives |
|
$ |
66,665 |
|
|
$ |
70,145 |
|
|
$ |
40,969 |
|
|
$ |
85,545 |
|
|
$ |
1,723 |
|
|
$ |
465 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The short-cut method allows the assumption of no ineffectiveness in the hedging relationship. |
|
(2) |
|
The long-haul method requires the hedge and hedged item to be marked to fair value independently. |
|
(3) |
|
Interest rate derivatives that are matched to advances or consolidated obligations, but that either do not qualify
for hedge accounting or were not designated in a hedging relationship for accounting purposes. |
|
(4) |
|
Interest rate derivatives that were matched to investment securities designated as trading or available-for-sale, but that
did not qualify for hedge accounting. |
|
(5) |
|
Interest rate derivatives that hedge identified portfolio risks, but that do not qualify for hedge accounting.
The Banks interest rate caps hedge embedded caps in floating rate CMOs designated as held-to-maturity. |
|
(6) |
|
At December 31, 2009, the Bank held $9.7 billion (notional) of interest rate basis swaps that were entered into to reduce the
Banks exposure to changes in spreads between one-month and three-month LIBOR; $1.0 billion, $2.0 billion, $1.0 billion,
$4.7 billion and $1.0 billion of these agreements expire in the first quarter of 2011, the second quarter of 2013, the second
quarter of 2014, the fourth quarter of 2018, and the first quarter of 2024, respectively. |
|
(7) |
|
Represents the difference in fair value adjustments for the derivatives and their hedged items. In cases involving economic
hedges (other than those related to trading securities), the net change in fair value reflected in this table represents a
one-sided mark, meaning that the net change in fair value represents the change in fair value of the derivative only. Gains
and losses in the form of net interest payments on economic hedge derivatives are excluded from the amounts reflected above. |
By entering into interest rate exchange agreements with highly rated financial institutions
(with which it has in place master swap agreements and credit support addendums), the Bank
generally exchanges a defined market risk for the risk that the counterparty will not be able to
fulfill its obligation in the future. The Bank manages this credit risk by spreading its
transactions among as many highly rated counterparties as is practicable, by entering into
collateral exchange agreements with all counterparties that include minimum collateral thresholds,
and by monitoring its exposure to each counterparty at least monthly and as often as daily. In
addition, all of the Banks collateral exchange agreements include master netting arrangements
whereby the fair values of all interest rate derivatives (including accrued interest receivables
and payables) with each counterparty are offset for purposes of measuring credit exposure. The
collateral exchange agreements require the delivery of collateral consisting of cash or very
liquid, highly rated securities (generally consisting of U.S. government guaranteed or agency debt
securities) if credit risk exposures rise above the minimum thresholds. As of December 31, 2009
and 2008, only cash collateral had been delivered under the terms of these collateral exchange
agreements.
77
The maximum credit risk exposure is the estimated cost, on a present value basis, of replacing at
current market rates all interest rate exchange agreements with a counterparty with which the Bank
is in a net gain position, if the counterparty were to default. Maximum credit risk exposure, as
defined in the preceding sentence, does not consider the existence of any collateral held by the
Bank. The Banks collateral exchange agreements with its counterparties generally establish maximum
unsecured credit exposure thresholds (typically ranging from $100,000 to $500,000) that one party
may have to the other. Once the counterparties agree to the valuations of the interest rate
exchange agreements, and 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 Banks derivative counterparty credit
exposure as of December 31, 2009 and 2008.
DERIVATIVES COUNTERPARTY CREDIT EXPOSURE
(Dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum |
|
|
Cash |
|
|
Cash |
|
|
|
|
Credit |
|
Number of |
|
|
Notional |
|
|
Credit |
|
|
Collateral |
|
|
Collateral |
|
|
Net Exposure |
|
Rating(1) |
|
Counterparties |
|
|
Principal(2) |
|
|
Exposure |
|
|
Held |
|
|
Due(3) |
|
|
After Collateral |
|
December 31, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aaa |
|
|
1 |
|
|
$ |
543.0 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Aa(4) |
|
|
10 |
|
|
|
51,897.1 |
|
|
|
198.0 |
|
|
|
187.6 |
|
|
|
8.7 |
|
|
|
1.7 |
|
A(5) |
|
|
4 |
|
|
|
14,212.7 |
|
|
|
25.9 |
|
|
|
17.0 |
|
|
|
8.9 |
|
|
|
|
|
Excess collateral |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
15 |
|
|
$ |
66,652.8 |
(6) |
|
$ |
223.9 |
|
|
$ |
204.7 |
|
|
$ |
17.6 |
|
|
$ |
1.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aaa |
|
|
3 |
|
|
$ |
17,099.2 |
|
|
$ |
35.2 |
|
|
$ |
27.3 |
|
|
$ |
7.9 |
|
|
$ |
|
|
Aa(4) |
|
|
9 |
|
|
|
43,239.8 |
|
|
|
341.9 |
|
|
|
288.5 |
|
|
|
52.4 |
|
|
|
1.0 |
|
A(5) |
|
|
4 |
|
|
|
9,802.8 |
|
|
|
27.8 |
|
|
|
19.1 |
|
|
|
8.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
16 |
|
|
$ |
70,141.8 |
(6) |
|
$ |
404.9 |
|
|
$ |
334.9 |
|
|
$ |
69.0 |
|
|
$ |
1.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Credit ratings shown in the table are obtained from Moodys and are as of December 31, 2009 and December 31, 2008, respectively. |
|
(2) |
|
Includes amounts that had not settled as of December 31, 2009 and December 31, 2008. |
|
(3) |
|
Amount of collateral to which the Bank had contractual rights under counterparty credit agreements based on December 31, 2009 and
December 31, 2008 credit exposures. Cash collateral totaling $17.6 million and $68.5 million was delivered under these agreements in early
January 2010 and early January 2009, respectively. |
|
(4) |
|
The figures for Aa-rated counterparties as of December 31, 2009 and December 31, 2008 include transactions with a counterparty that is affiliated
with a member institution. Transactions with this counterparty had an aggregate notional principal of $753 million and $128 million as of
December 31, 2009 and December 31, 2008, respectively. These transactions represented a credit exposure of $1.9 million and $3.7 million to
the Bank as of December 31, 2009 and December 31, 2008, respectively. |
|
(5) |
|
The figures for A-rated counterparties as of December 31, 2009 and December 31, 2008 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 $3.2 billion and
$1.4 billion as of December 31, 2009 and December 31, 2008, respectively. These transactions represented a credit exposure of $2.2 million to the
Bank as of December 31, 2009 and did not represent a credit exposure to the Bank as of December 31, 2008. |
|
(6) |
|
Excludes $12.1 million and $3.5 million (notional amounts) of interest rate derivatives with members at December 31, 2009 and December 31, 2008,
respectively. This product offering is discussed in the paragraph below. |
In addition to the activities described above, the Bank offers interest rate swaps, caps and
floors to its members to assist them in meeting their risk management objectives. In derivative
transactions with its members, the Bank acts as an intermediary by entering into an interest rate
exchange agreement with the member and then entering into an offsetting interest rate exchange
agreement with one of the Banks 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 members 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 members Advances and Security Agreement with the Bank
(for a description of eligible collateral, see Item 1 Business Products and Services
Advances).
78
Market Value of Equity
The ratio of the Banks estimated market value of equity to its book value of equity was 100
percent at December 31, 2009. In comparison, this ratio was 75 percent as of December 31, 2008.
The improvement in the Banks market value to book value of equity ratio was due in large part to
increases in the values of its MBS holdings. The increase in fair value of these securities was
due primarily to reduced liquidity discounts in the MBS market. For additional discussion, see
Item 7A Quantitative and Qualitative Disclosures About Market Risk Interest Rate Risk.
Results of Operations
Net Income
Net income for 2009, 2008 and 2007 was $148.1 million, $79.3 million and $129.8 million,
respectively. The Banks net income for 2009 represented a return on average capital stock
(ROCS) of 5.39 percent, which was 523 basis points above the average effective federal funds rate
for the year. In comparison, the Banks ROCS was 2.73 percent in 2008 and 6.18 percent in 2007;
these rates of return exceeded the average effective federal funds rate for those years by 81 basis
points and 116 basis points, respectively. To derive the Banks 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 fluctuation in ROCS compared to the average federal
funds rate are discussed below.
While the Bank is exempt from all federal, state and local taxation (except for real property
taxes), it is obligated to set aside amounts for its Affordable Housing Program (AHP) and
generally to make quarterly payments to the
Resolution Funding Corporation (REFCORP). Assessments for AHP and REFCORP, which are more fully
described below, equate to a minimum 26.5 percent effective income tax rate for the Bank. Because
interest expense on mandatorily redeemable capital stock is not deductible for purposes of
computing the Banks AHP assessment, the effective rate may exceed 26.5 percent. In 2009, 2008 and
2007, the effective rates were 26.5 percent, 26.6 percent and 26.8 percent, respectively. In 2009,
2008 and 2007, the combined AHP and REFCORP assessments were $53.5 million, $28.8 million and $47.5
million, respectively.
Income Before Assessments
During 2009, 2008 and 2007, the Banks income before assessments was $201.5 million, $108.1 million
and $177.2 million, respectively.
The $93.4 million increase in income before assessments for 2009 as compared to 2008 was
attributable primarily to a $177.8 million increase in other income (which was due largely to the
Banks derivative and hedging activities), offset by a $73.9 million decrease in net interest
income and a $10.5 million increase in other expenses.
The $69.1 million decrease in income before assessments for 2008 as compared to 2007 was
attributable to a $72.7 million decline in net interest income and a $9.5 million increase in other
expenses, partially offset by a $13.1 million gain in other income (which was due primarily to a
$7.5 million increase in gains on extinguishment of debt and a $6.6 million increase in the Banks
gains on derivatives and hedging activities).
The components of income before assessments (net interest income, other income and other expense)
are discussed in more detail in the following sections.
Net Interest Income
In 2009, 2008 and 2007, the Banks net interest income was $76.5 million, $150.4 million and $223.0
million, respectively, and its net interest margin was 11 basis points, 20 basis points and 40
basis points, 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 Banks capital. Net interest spread is the difference between the yield on
interest-earning assets and the cost of interest-bearing liabilities. Net interest income, net
interest margin and net interest spread are impacted positively or negatively, as the case may be,
by the inclusion or exclusion of net interest income/expense associated with the Banks interest
rate exchange agreements. To the extent such agreements qualify for fair value hedge accounting,
the net interest income/expense associated with the
79
agreements is included in net interest income
and the calculations of net interest margin and net interest spread. Conversely, if such
agreements do not qualify for fair value hedge accounting (economic hedges), the net interest
income/expense associated with the agreements is excluded from net interest income and the
calculations of the Banks net interest margin and net interest spread. As the Banks portfolio of
economic hedges has grown, the effects of this accounting treatment have become more significant.
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 2009, 2008 and 2007.
YIELD AND SPREAD ANALYSIS
(Dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
|
|
|
|
|
Interest |
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
|
|
|
|
Average |
|
|
Income/ |
|
|
Average |
|
|
Average |
|
|
Income/ |
|
|
Average |
|
|
Average |
|
|
Income/ |
|
|
Average |
|
|
|
Balance |
|
|
Expense(d) |
|
|
Rate(a)(d) |
|
|
Balance |
|
|
Expense(d) |
|
|
Rate(a)(d) |
|
|
Balance |
|
|
Expense(d) |
|
|
Rate(a)(d) |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing deposits (b) |
|
$ |
335 |
|
|
$ |
1 |
|
|
|
0.20 |
% |
|
$ |
174 |
|
|
$ |
3 |
|
|
|
1.69 |
% |
|
$ |
137 |
|
|
$ |
8 |
|
|
|
5.79 |
% |
Federal funds sold (c) |
|
|
3,908 |
|
|
|
5 |
|
|
|
0.13 |
% |
|
|
4,946 |
|
|
|
96 |
|
|
|
1.94 |
% |
|
|
5,447 |
|
|
|
277 |
|
|
|
5.09 |
% |
Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trading |
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
3 |
|
|
|
|
|
|
|
0.00 |
% |
|
|
9 |
|
|
|
1 |
|
|
|
6.13 |
% |
Available-for-sale (e) |
|
|
28 |
|
|
|
|
|
|
|
1.70 |
% |
|
|
331 |
|
|
|
10 |
|
|
|
3.13 |
% |
|
|
524 |
|
|
|
26 |
|
|
|
5.08 |
% |
Held-to-maturity (e) |
|
|
11,901 |
|
|
|
150 |
|
|
|
1.26 |
% |
|
|
10,003 |
|
|
|
349 |
|
|
|
3.49 |
% |
|
|
7,707 |
|
|
|
437 |
|
|
|
5.67 |
% |
Advances (f) |
|
|
53,536 |
|
|
|
665 |
|
|
|
1.24 |
% |
|
|
58,671 |
|
|
|
1,816 |
|
|
|
3.10 |
% |
|
|
40,405 |
|
|
|
2,114 |
|
|
|
5.23 |
% |
Mortgage loans held for portfolio |
|
|
292 |
|
|
|
16 |
|
|
|
5.51 |
% |
|
|
353 |
|
|
|
20 |
|
|
|
5.60 |
% |
|
|
414 |
|
|
|
23 |
|
|
|
5.57 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total earning assets |
|
|
70,003 |
|
|
|
837 |
|
|
|
1.20 |
% |
|
|
74,481 |
|
|
|
2,294 |
|
|
|
3.08 |
% |
|
|
54,643 |
|
|
|
2,886 |
|
|
|
5.28 |
% |
Cash and due from banks |
|
|
102 |
|
|
|
|
|
|
|
|
|
|
|
80 |
|
|
|
|
|
|
|
|
|
|
|
85 |
|
|
|
|
|
|
|
|
|
Other assets |
|
|
408 |
|
|
|
|
|
|
|
|
|
|
|
414 |
|
|
|
|
|
|
|
|
|
|
|
327 |
|
|
|
|
|
|
|
|
|
Derivatives netting adjustment (b) |
|
|
(458 |
) |
|
|
|
|
|
|
|
|
|
|
(330 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value adjustment on available-for-sale securities (e) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4 |
) |
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
|
|
Adjustment
for non-credit portion of other-than-temporary impairments on held-to-maturity securities (e) |
|
|
(37 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
70,018 |
|
|
|
837 |
|
|
|
1.20 |
% |
|
$ |
74,641 |
|
|
|
2,294 |
|
|
|
3.07 |
% |
|
$ |
55,056 |
|
|
|
2,886 |
|
|
|
5.24 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing deposits (b) |
|
$ |
1,445 |
|
|
|
1 |
|
|
|
0.10 |
% |
|
$ |
2,965 |
|
|
|
58 |
|
|
|
1.97 |
% |
|
$ |
2,920 |
|
|
|
144 |
|
|
|
4.94 |
% |
Consolidated obligations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonds |
|
|
50,424 |
|
|
|
553 |
|
|
|
1.10 |
% |
|
|
49,110 |
|
|
|
1,564 |
|
|
|
3.18 |
% |
|
|
37,634 |
|
|
|
1,958 |
|
|
|
5.20 |
% |
Discount notes |
|
|
14,752 |
|
|
|
207 |
|
|
|
1.40 |
% |
|
|
18,851 |
|
|
|
521 |
|
|
|
2.77 |
% |
|
|
11,336 |
|
|
|
556 |
|
|
|
4.90 |
% |
Mandatorily
redeemable capital stock and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
other borrowings |
|
|
58 |
|
|
|
|
|
|
|
0.15 |
% |
|
|
68 |
|
|
|
1 |
|
|
|
2.02 |
% |
|
|
109 |
|
|
|
5 |
|
|
|
5.10 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing
liabilities |
|
|
66,679 |
|
|
|
761 |
|
|
|
1.14 |
% |
|
|
70,994 |
|
|
|
2,144 |
|
|
|
3.02 |
% |
|
|
51,999 |
|
|
|
2,663 |
|
|
|
5.12 |
% |
Other liabilities |
|
|
785 |
|
|
|
|
|
|
|
|
|
|
|
822 |
|
|
|
|
|
|
|
|
|
|
|
733 |
|
|
|
|
|
|
|
|
|
Derivatives netting adjustment (b) |
|
|
(458 |
) |
|
|
|
|
|
|
|
|
|
|
(330 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
67,006 |
|
|
|
761 |
|
|
|
1.14 |
% |
|
|
71,486 |
|
|
|
2,144 |
|
|
|
3.00 |
% |
|
|
52,732 |
|
|
|
2,663 |
|
|
|
5.05 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capital |
|
|
3,012 |
|
|
|
|
|
|
|
|
|
|
|
3,155 |
|
|
|
|
|
|
|
|
|
|
|
2,324 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and capital |
|
$ |
70,018 |
|
|
|
|
|
|
|
1.09 |
% |
|
$ |
74,641 |
|
|
|
|
|
|
|
2.87 |
% |
|
$ |
55,056 |
|
|
|
|
|
|
|
4.84 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
|
|
|
|
$ |
76 |
|
|
|
|
|
|
|
|
|
|
$ |
150 |
|
|
|
|
|
|
|
|
|
|
$ |
223 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest margin |
|
|
|
|
|
|
|
|
|
|
0.11 |
% |
|
|
|
|
|
|
|
|
|
|
0.20 |
% |
|
|
|
|
|
|
|
|
|
|
0.40 |
% |
Net interest spread |
|
|
|
|
|
|
|
|
|
|
0.06 |
% |
|
|
|
|
|
|
|
|
|
|
0.06 |
% |
|
|
|
|
|
|
|
|
|
|
0.16 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impact of non-interest bearing funds |
|
|
|
|
|
|
|
|
|
|
0.05 |
% |
|
|
|
|
|
|
|
|
|
|
0.14 |
% |
|
|
|
|
|
|
|
|
|
|
0.24 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
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) |
|
Since January 1, 2008, 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 years ended December 31, 2009 and 2008 in the
table above include $179 million and $130 million, respectively, which are classified as derivative assets/liabilities on the statements of
condition. In addition, the average balances of interest-bearing deposit liabilities for the years ended December 31, 2009 and 2008 in the table
above include $280 million and $200 million, respectively, which are classified as derivative assets/liabilities on the statements of condition.
Prior to 2008, the Bank offset only the fair value amounts recognized for derivative instruments executed with the same counterparty under a
master netting arrangement. The Bank has determined that it is impractical to retrospectively restate the average balances prior to 2008;
further, the Bank has determined that any such adjustments would not have had a material impact on the average total asset balances for those
periods. Accordingly, the average total asset balance for the year ended December 31, 2007 does not reflect any adjustments to offset cash
collateral against the derivative balances. |
|
(c) |
|
Includes overnight federal funds sold to other FHLBanks. |
|
(d) |
|
Interest income/expense and average rates include the effects of 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 (expense) on economic hedge derivatives totaled
$107.6 million, $5.0 million and ($0.4 million) for the years ended December 31, 2009, 2008 and 2007, respectively, the components of which
are presented below in the sub-section entitled Other Income (Loss). |
|
(e) |
|
Average balances for available-for-sale and held-to-maturity securities are calculated based upon amortized cost. |
|
(f) |
|
Interest income and average rates include prepayment fees on advances. |
80
2009 versus 2008
Due to lower short-term interest rates in 2009, the contribution of the Banks invested capital to
the net interest margin (the impact of non-interest bearing funds) decreased from 14 basis points
in 2008 to 5 basis points in 2009. The Banks net interest spread (based on reported results,
which exclude net interest payments on economic hedge derivatives) was 6 basis points in both 2009
and 2008.
As noted above, the Banks net interest income excludes net interest payments on economic hedge
derivatives. In 2009, the Bank used approximately $11.3 billion (average notional balance) of
interest rate basis swaps to hedge the risk of changes in spreads between one- and three-month
LIBOR, approximately $6.4 billion (average notional balance) of fixed-for-floating interest rate
swaps to hedge some of its longer-term discount notes, and approximately $6.8 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 2008, the
Bank was a party to approximately $6.2 billion (average notional balance) of interest rate basis
swaps, approximately $5.9 billion (average notional balance) of discount note swaps, and
approximately $12 million (average notional balance) of federal funds floater swaps. These swaps
are accounted for as economic hedges. Net interest income associated with economic hedge
derivatives is recorded in other income in the statements of income and therefore excluded from net
interest income, net interest margin and net interest spread. Net interest income on the Banks
economic hedge derivatives totaled $107.6 million for the year ended December 31, 2009, compared to
$5.0 million for the year ended December 31, 2008. Had this interest income on economic hedge
derivatives been included in net interest income, the Banks net interest margin and net interest
spread would have been 27 basis points and 22 basis points, respectively, for the year ended
December 31, 2009, compared to 21 basis points and 7 basis points, respectively, for the year ended
December 31, 2008.
The Banks net interest spread for the fourth quarter of 2008 and the first quarter of 2009 (and
therefore its net interest spread for the years ended December 31, 2009 and 2008) was adversely
impacted by actions the Bank took in late 2008 to ensure its ability to provide liquidity to its
members during a period of unusual market disruption. At the height of the credit market
disruptions in the early part of the fourth quarter of 2008, and in order to ensure that the Bank
would have sufficient liquidity on hand to fund member advances throughout the year-end period, the
Bank issued debt with maturities that extended into 2009 instead of issuing very short-maturity
debt. As yields subsequently declined sharply on the Banks short-term assets, including overnight
federal funds sold and short-term advances to members, this debt was carried at a negative spread.
The negative impact of this debt on the Banks net interest income, net interest margin and net
interest spread was minimal in the last nine months of 2009, as much of the relatively high cost
debt issued in late 2008 matured in the first quarter of 2009.
2008 versus 2007
Due to decreasing short-term interest rates in 2008, the contribution of the Banks invested
capital to the net interest margin (the impact of non-interest bearing funds) decreased from 24
basis points in 2007 to 14 basis points in 2008. The Banks net interest spread (based on reported
results which, as discussed above, exclude net interest payments on economic hedge derivatives)
declined from 16 basis points during the year ended December 31, 2007 to 6 basis points during the
year ended December 31, 2008. The decrease in net interest spread from 2007 to 2008 resulted
largely from the actions the Bank took to ensure its ability to provide liquidity to its members as
discussed above.
Rate and Volume Analysis
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 2009 and 2008 and between 2008 and 2007 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.
81
RATE AND VOLUME ANALYSIS
(In millions of dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 vs. 2008 |
|
|
2008 vs. 2007 |
|
|
|
Increase (Decrease) Due To |
|
|
Increase (Decrease) Due To |
|
|
|
Volume |
|
|
Rate |
|
|
Total |
|
|
Volume |
|
|
Rate |
|
|
Total |
|
Interest income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing deposits |
|
$ |
2 |
|
|
$ |
(4 |
) |
|
$ |
(2 |
) |
|
$ |
|
|
|
$ |
(5 |
) |
|
$ |
(5 |
) |
Federal funds sold |
|
|
(17 |
) |
|
|
(74 |
) |
|
|
(91 |
) |
|
|
(24 |
) |
|
|
(157 |
) |
|
|
(181 |
) |
Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trading |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1 |
) |
|
|
|
|
|
|
(1 |
) |
Available-for-sale |
|
|
(7 |
) |
|
|
(3 |
) |
|
|
(10 |
) |
|
|
(8 |
) |
|
|
(8 |
) |
|
|
(16 |
) |
Held-to-maturity |
|
|
57 |
|
|
|
(256 |
) |
|
|
(199 |
) |
|
|
108 |
|
|
|
(196 |
) |
|
|
(88 |
) |
Advances |
|
|
(147 |
) |
|
|
(1,004 |
) |
|
|
(1,151 |
) |
|
|
751 |
|
|
|
(1,049 |
) |
|
|
(298 |
) |
Mortgage loans held for portfolio |
|
|
(3 |
) |
|
|
(1 |
) |
|
|
(4 |
) |
|
|
(3 |
) |
|
|
|
|
|
|
(3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest income |
|
|
(115 |
) |
|
|
(1,342 |
) |
|
|
(1,457 |
) |
|
|
823 |
|
|
|
(1,415 |
) |
|
|
(592 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing deposits |
|
|
(20 |
) |
|
|
(37 |
) |
|
|
(57 |
) |
|
|
2 |
|
|
|
(88 |
) |
|
|
(86 |
) |
Consolidated obligations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonds |
|
|
40 |
|
|
|
(1,051 |
) |
|
|
(1,011 |
) |
|
|
495 |
|
|
|
(889 |
) |
|
|
(394 |
) |
Discount notes |
|
|
(96 |
) |
|
|
(218 |
) |
|
|
(314 |
) |
|
|
272 |
|
|
|
(307 |
) |
|
|
(35 |
) |
Mandatorily redeemable capital stock
and other borrowings |
|
|
|
|
|
|
(1 |
) |
|
|
(1 |
) |
|
|
(2 |
) |
|
|
(2 |
) |
|
|
(4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest expense |
|
|
(76 |
) |
|
|
(1,307 |
) |
|
|
(1,383 |
) |
|
|
767 |
|
|
|
(1,286 |
) |
|
|
(519 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in net interest income |
|
$ |
(39 |
) |
|
$ |
(35 |
) |
|
$ |
(74 |
) |
|
$ |
56 |
|
|
$ |
(129 |
) |
|
$ |
(73 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
82
Other Income (Loss)
The following table presents the various components of other income (loss) for the years ended
December 31, 2009, 2008 and 2007.
OTHER INCOME
(In thousands of dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
Net gains (losses) on unhedged trading securities (1) |
|
$ |
586 |
|
|
$ |
(627 |
) |
|
$ |
9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net losses on hedged trading securities |
|
|
|
|
|
|
|
|
|
|
(11 |
) |
Losses on economic hedge derivatives related to trading securities |
|
|
|
|
|
|
|
|
|
|
(15 |
) |
|
|
|
|
|
|
|
|
|
|
Hedge ineffectiveness on trading securities |
|
|
|
|
|
|
|
|
|
|
(26 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income (expense) associated with: |
|
|
|
|
|
|
|
|
|
|
|
|
Economic hedge derivatives related to trading securities |
|
|
|
|
|
|
|
|
|
|
(134 |
) |
Economic hedge derivatives related to available-for-sale securities |
|
|
|
|
|
|
(87 |
) |
|
|
42 |
|
Economic hedge derivatives related to consolidated obligation federal
funds floater bonds |
|
|
14,919 |
|
|
|
(61 |
) |
|
|
|
|
Economic hedge derivatives related to other consolidated obligation bonds |
|
|
|
|
|
|
1,328 |
|
|
|
(320 |
) |
Economic hedge derivatives related to consolidated obligation discount notes |
|
|
27,066 |
|
|
|
(2,300 |
) |
|
|
|
|
Stand-alone economic hedge derivatives (basis swaps) |
|
|
65,939 |
|
|
|
6,579 |
|
|
|
|
|
Stand-alone economic hedge derivatives (forward rate agreement) |
|
|
(304 |
) |
|
|
|
|
|
|
|
|
Member/offsetting swaps |
|
|
4 |
|
|
|
|
|
|
|
|
|
Economic hedge derivatives related to advances |
|
|
(60 |
) |
|
|
(503 |
) |
|
|
(31 |
) |
|
|
|
|
|
|
|
|
|
|
Total net interest income (expense) associated with
economic hedge derivatives |
|
|
107,564 |
|
|
|
4,956 |
|
|
|
(443 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gains (losses) related to economic hedge derivatives |
|
|
|
|
|
|
|
|
|
|
|
|
Gains related to stand-alone derivatives (basis swaps) |
|
|
8,994 |
|
|
|
42,530 |
|
|
|
|
|
Gains on federal funds floater swaps |
|
|
10,337 |
|
|
|
75 |
|
|
|
|
|
Gains (losses) on interest rate caps related to held-to-maturity
securities |
|
|
14,316 |
|
|
|
(2,243 |
) |
|
|
(1,509 |
) |
Gains (losses) on discount note swaps |
|
|
(7,395 |
) |
|
|
9,216 |
|
|
|
|
|
Net gains on member/offsetting swaps |
|
|
30 |
|
|
|
16 |
|
|
|
|
|
Gains
(losses) related to other economic hedge derivatives
(advance / AFS(2)/ CO(3) swaps) |
|
|
(36 |
) |
|
|
357 |
|
|
|
431 |
|
|
|
|
|
|
|
|
|
|
|
Total fair value gains (losses) related to economic
hedge derivatives |
|
|
26,246 |
|
|
|
49,951 |
|
|
|
(1,078 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gains (losses) related to fair value hedge ineffectiveness |
|
|
|
|
|
|
|
|
|
|
|
|
Net gains (losses) on advances and associated hedges |
|
|
(3,061 |
) |
|
|
3,063 |
|
|
|
723 |
|
Net gains (losses) on CO(3) bonds and associated hedges |
|
|
62,462 |
|
|
|
(55,368 |
) |
|
|
(1,349 |
) |
Net gains (losses) on AFS(2) securities and associated hedges |
|
|
(102 |
) |
|
|
4,077 |
|
|
|
2,195 |
|
|
|
|
|
|
|
|
|
|
|
Total fair value hedge ineffectiveness |
|
|
59,299 |
|
|
|
(48,228 |
) |
|
|
1,569 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit component of other-than-temporary impairment losses on
held-to-maturity securities |
|
|
(4,022 |
) |
|
|
|
|
|
|
|
|
Gains on early extinguishment of debt |
|
|
553 |
|
|
|
8,794 |
|
|
|
1,255 |
|
Net realized gains (losses) on sales of AFS(2) securities |
|
|
843 |
|
|
|
(919 |
) |
|
|
|
|
Service fees |
|
|
3,074 |
|
|
|
3,510 |
|
|
|
3,713 |
|
Other, net |
|
|
6,212 |
|
|
|
5,143 |
|
|
|
4,506 |
|
|
|
|
|
|
|
|
|
|
|
Total other |
|
|
6,660 |
|
|
|
16,528 |
|
|
|
9,474 |
|
|
|
|
|
|
|
|
|
|
|
Total other income |
|
$ |
200,355 |
|
|
$ |
22,580 |
|
|
$ |
9,505 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Unhedged trading securities consist solely of mutual fund investments associated with the Banks non-qualified deferred compensation plans. |
|
(2) |
|
Available-for-sale |
|
(3) |
|
Consolidated obligations |
83
During the fourth quarter of 2008 and the year ended December 31, 2009, the Bank issued some
consolidated obligation bonds that are indexed to the daily federal funds rate, some of which have
since matured. 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 December 31,
2009, the Banks federal funds floater swaps had an aggregate notional amount of $8.2 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 volatility in
the Banks 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 coupon and the prevailing rates at the valuation date. The recorded fair value
changes and the net interest income associated with these interest rate swaps totaled $10.3 million
and $14.9 million, respectively, for the year ended December 31, 2009. In 2008, the fair value
changes and net interest expense associated with these swaps were not significant. At December 31,
2009, the carrying values of the Banks federal funds floater swaps totaled $10.1 million,
excluding net accrued interest receivable.
During 2008, the Bank began hedging some of its longer-term consolidated obligation discount notes
using fixed-for-floating interest rate swaps. Net interest income (expense) associated with these
interest rate swaps totaled $27.1 million and ($2.3 million) during 2009 and 2008, respectively.
As stand-alone derivatives, the changes in the fair values of the Banks 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 be a source of volatility in the Banks
earnings. During 2009 and 2008, the recorded fair value changes in the Banks discount note swaps
were gains (losses) of ($7.4 million) and $9.2 million, respectively. At December 31, 2009, the
carrying values of the Banks discount note swaps totaled $1.8 million, excluding net accrued
interest payable.
From time to time, the Bank enters into interest rate basis swaps to reduce its exposure to
changing spreads between one- and three-month LIBOR. Under these agreements, the Bank generally
receives three-month LIBOR and pays one-month LIBOR. As of December 31, 2009, the Bank was a party
to 11 interest rate basis swaps with an aggregate notional amount of $9.7 billion; these agreements
were entered into in 2008 and 2009. 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 Banks earnings, particularly when one-month and/or three-month
LIBOR, or the spreads between these two indices, are volatile. The fair values of 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 coupon and the prevailing LIBOR rates at
the valuation date. The recorded fair value changes in the Banks interest rate basis swaps were
net gains of $9.0 million and $42.5 million for the years ended December 31, 2009 and 2008,
respectively. In 2009 and 2008, the Bank terminated six interest rate basis swaps with an
aggregate notional amount of $4.5 billion and six interest rate basis swaps with an aggregate
notional amount of $7.2 billion, respectively. Proceeds from these terminations totaled $20
million and $12 million, respectively, which reflected the cumulative life-to-date gains (excluding
net interest settlements) realized on these transactions. Net interest income associated with the
Banks interest rate basis swaps totaled $65.9 million and $6.6 million during 2009 and 2008,
respectively. The Bank was not a party to any interest rate basis swaps during the year ended
December 31, 2007. At December 31, 2009, the carrying values of the Banks stand-alone interest
rate basis swaps totaled $20.1 million, excluding net accrued interest payable.
If the Bank holds its discount note swaps, interest rate basis swaps and federal funds floater
swaps to maturity, the cumulative life-to-date unrealized gains associated with these instruments
will ultimately reverse in future periods in the form of unrealized losses, which will negatively
impact the Banks earnings in those periods. 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.
The Bank typically holds its discount note swaps and federal funds floater swaps to maturity.
As discussed previously in the section entitled Financial Condition Long-Term Investments, to
reduce the impact that rising rates could have on its portfolio of CMO LIBOR floaters with embedded
caps, the Bank had (as of December 31, 2009) entered into 13 interest rate cap agreements having a
total notional amount of $3.75 billion. The premiums paid for these caps totaled $42.7 million.
During the year ended December 31, 2009, the Bank
84
terminated one interest rate cap with a notional amount of $0.5 billion; proceeds from this
termination were $0.2 million, resulting in a realized loss of $0.8 million. During the year ended
December 31, 2008, the Bank terminated five interest rate caps with an aggregate notional amount of
$3.75 billion; proceeds from these terminations totaled $8.2 million, resulting in realized gains
of $3.4 million. The Bank did not terminate any interest rate cap agreements in 2007. 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 Banks interest
rate cap agreements are recorded in earnings with no offsetting changes in the fair values of the
hedged CMO LIBOR floaters with embedded caps and therefore can also be a source of volatility in
the Banks earnings.
At December 31, 2009, the carrying values of the Banks stand-alone interest rate cap agreements
totaled $51.1 million. If these agreements are held to maturity, the value of the caps will
ultimately decline to zero and be recorded as a loss in net gains (losses) on derivatives and
hedging activities in future periods. The recorded fair value changes in the Banks interest rate
cap agreements were a gain of $14.3 million for the year ended December 31, 2009, compared to
losses of $2.2 million and $1.5 million for the years ended December 31, 2008 and 2007,
respectively.
The Bank uses interest rate swaps to hedge the risk of changes in the fair value of some of its
advances and consolidated obligation bonds. Prior to their sale or maturity, substantially all of
the Banks available-for-sale securities were also hedged with interest rate swaps. These hedging
relationships are (or were in the case of the Banks available-for-sale securities) designated as
fair value hedges. To the extent these relationships qualify for hedge accounting, changes in the
fair values of both the derivative (the interest rate swap) and the hedged item (limited to changes
attributable to the hedged risk) are recorded in earnings. For those relationships that qualified
for hedge accounting, the differences between the change in fair value of the hedged items and the
change in fair value of the associated interest rate swaps (representing hedge ineffectiveness)
were net gains of $59.3 million and $1.6 million in 2009 and 2007, respectively, and a net loss of
$48.2 million in 2008. 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). In 2009, 2008 and 2007, the change in fair value of derivatives
associated with specific advances, available-for-sale securities and consolidated obligation bonds
that were not in qualifying hedging relationships (excluding derivatives associated with
consolidated obligation bonds indexed to the daily federal funds rate) was ($36,000), $357,000 and
$431,000, respectively.
As set forth in the table on page 83, the Banks fair value hedge ineffectiveness gains and losses
associated with its consolidated obligation bonds were significantly higher in 2009 and 2008 as
compared to 2007. A substantial portion of the Banks fixed rate consolidated obligation bonds are
hedged with fixed-for-floating interest rate swaps in long-haul hedging relationships. The floating
legs of most of these interest rate swaps reset every three months and are then fixed until the
next reset date. These hedging relationships have been, and are expected to continue to be, highly
effective in achieving offsetting changes in fair values attributable to the hedged risk. However,
during periods in which short-term rates are volatile (as they were in the latter part of 2008),
the Bank can experience increased earnings variability related to differences in the timing between
changes in short-term rates and interest rate resets on the floating legs of its interest rate
swaps. While changes in the values of the fixed rate leg of the interest rate swap and the fixed
rate bond being hedged substantially offset each other, when three-month LIBOR rates increase (or
decrease) dramatically between the reset date and the valuation date (as they did during the third
and fourth quarters of 2008, respectively), discounting the lower (or higher) coupon rate cash
flows being paid on the floating rate leg at the prevailing higher (or lower) rate until the swaps
next reset date can result in ineffectiveness-related gains (or losses) that, while relatively
small when expressed as prices, can be significant when evaluated in the context of the Banks net
income.
As of September 30, 2008, the Bank had $40.2 billion of its consolidated obligation bonds in
long-haul fair value hedging relationships. Between September 15, 2008 and September 30, 2008,
three-month LIBOR rates increased by 123 basis points, from 2.82 percent to 4.05 percent, which
resulted in ineffectiveness-related gains of $60.9 million for the three months ended September 30,
2008. Because the Bank typically holds its consolidated
85
obligation bond interest rate swaps to call or maturity, the impact of these
ineffectiveness-related adjustments on earnings are generally transitory, as they were in this
case. As a result of the unusual (and significant) decrease in three-month LIBOR rates during the
fourth quarter of 2008 (three-month LIBOR rates decreased by 262 basis points, from 4.05 percent at
October 1, 2008 to 1.43 percent at December 31, 2008), the Bank recognized ineffectiveness-related
losses during that period of $122.4 million. With relatively stable three-month LIBOR rates during
the first quarter of 2009, these net ineffectiveness-related losses of $61.5 million for the third
and fourth quarters of 2008 substantially reversed (in the form of ineffectiveness-related gains)
during the first quarter of 2009. Three-month LIBOR rates remained relatively stable during the
remainder of 2009, resulting in significantly lower ineffectiveness-related gains during the last
nine months of the year. As of December 31, 2008, the Bank had $37.8 billion of its consolidated
obligation bonds in long-haul fair value hedging relationships. As a result of calls and
maturities, the Banks consolidated obligation bonds in long-haul fair value hedging relationships
had declined to $27.5 billion as of December 31, 2009.
Because the Bank has a much smaller balance of swapped assets than liabilities and a significant
portion of those assets qualify for and are designated in short-cut hedging relationships, the Bank
did not experience similar offsetting variability from its asset hedging activities during the
third and fourth quarters of 2008 and the first quarter of 2009. As of December 31, 2009 and 2008,
the Bank had approximately $11.0 billion and $11.1 billion, respectively, of its assets in fair
value hedge relationships, of which $9.4 billion and $10.0 billion, respectively, qualified for the
short-cut method of accounting, in which an assumption can be made that the change in fair value of
the hedged item exactly offsets the change in value of the related derivative.
During 2009, 2008 and 2007, market conditions were such from time to time that the Bank was able to
extinguish certain consolidated obligation bonds and simultaneously terminate the associated
interest rate exchange agreements at net amounts that were profitable for the Bank, while new
consolidated obligations could be issued and then converted (through the use of interest rate
exchange agreements) to a floating rate that approximated the cost of the extinguished debt
including any associated interest rate swaps. As a result, during 2009, 2008 and 2007, the Bank
repurchased $1.7 billion, $3.7 billion and $134 million, respectively, of its consolidated
obligations in the secondary market and terminated the related interest rate exchange agreements.
The gains on these debt extinguishments totaled $0.6 million, $4.3 million and $0.7 million,
respectively. In addition, during 2008 and 2007, the Bank transferred consolidated obligations
with aggregate par values of $465 million and $461 million, respectively, to three of the other
FHLBanks. In connection with these transfers (i.e., debt extinguishments), the assuming FHLBanks
became the primary obligors for the transferred debt. The gains on these transactions with other
FHLBanks totaled $4.5 million and $0.5 million during the years ended December 31, 2008 and 2007,
respectively. No consolidated obligations were transferred to other FHLBanks during 2009.
For a discussion of the sales of available-for-sale securities in 2009 and 2008 and the
other-than-temporary impairment losses on seven of the Banks held-to-maturity securities during
2009, see the section above entitled Financial Condition Long-Term Investments. There were no
sales of available-for-sale securities during the year ended December 31, 2007, nor were there any
other-than-temporary impairment losses on the Banks held-to-maturity securities during the years
ended December 31, 2008 or 2007.
In the table on page 83, the caption entitled Other, net (consistent with the term used in the
statements of income) is comprised principally of letter of credit fees. For the years ended
December 31, 2009, 2008 and 2007, letter of credit fees totaled $6.1 million, $6.0 million and $4.1
million, respectively. At December 31, 2009, 2008 and 2007, outstanding letters of credit totaled
$4.6 billion, $5.2 billion and $3.9 billion, respectively. In 2008, other, net was reduced by a
$1.0 million charge to fully reserve amounts owed to the Bank by Lehman Brothers Special Financing,
Inc. (Lehman) following Lehmans bankruptcy in September 2008. Prior to its bankruptcy, Lehman
had served as one of the Banks derivative counterparties.
Other Expense
Total other expense, which includes the Banks compensation and benefits, other operating expenses
and its proportionate share of the costs of operating the Finance Agency (previously the Finance
Board) and the Office of Finance totaled $75.3 million, $64.8 million and $55.3 million in 2009,
2008 and 2007, respectively.
86
Compensation and benefits totaled $42.0 million for the year ended December 31, 2009, compared to
$34.5 million for the year ended December 31, 2008. The increase was due largely to a $7.5 million
supplemental contribution that the Bank made in the third quarter of 2009 to the Pentegra Defined
Benefit Plan for Financial Institutions, a multiemployer defined benefit plan in which the Bank
participates. The supplemental contribution was made to improve the funded status of the plan in
response to the provisions of the Pension Protection Act. In addition, compensation and benefits
expense increased due to increases in the Banks average headcount and cost-of-living and merit
adjustments. The Banks average headcount increased from 183 employees during the year ended
December 31, 2008 to 192 employees during the year ended December 31, 2009. At December 31, 2009,
the Bank employed 194 people. These increases were partially offset by lower expenses associated
with the Banks short-term incentive compensation plan (known as the Variable Pay Program), which
was due to a lower level of goal achievement in 2009, as compared to 2008.
Compensation and benefits totaled $34.5 million for the year ended December 31, 2008, compared to
$31.0 million for the year ended December 31, 2007. The increase of $3.5 million was due primarily
to: (1) increased expenses related to the Banks Variable Pay Program; (2) an increase in the
Banks average headcount (which rose from 176 employees in 2007 to 183 employees in 2008); and (3)
cost-of-living and merit increases. The increase in expenses relating to the Variable Pay Program
was due to a higher level of goal achievement in 2008 (as compared to 2007) and, to a lesser
extent, the increase in the Banks headcount.
Other operating expenses for the years ended December 31, 2009, 2008 and 2007 were $28.9 million,
$26.6 million and $20.9 million, respectively. Other operating expenses for 2009 included
approximately $1.2 million and $0.4 million of grants that were funded under the Banks Homebuyer
Equity Leverage Partnership program and its Special Needs Assistance Program, respectively. These
one-time, special fundings were in addition to the monies that were set aside for these programs
under the Banks AHP. The Banks Special Needs Assistance Program is designed to assist
income-qualified special needs households with home rehabilitation and modification costs while its
Homebuyer Equity Leverage Partnership program provides down payment and closing cost assistance to
income-qualified first-time homebuyers. In addition, the increase in expenses from 2008 to 2009 was
due in part to $0.9 million of fees associated with two third-party models that are used in the
Banks periodic OTTI evaluations. The remaining net increase of $2.9 million (as adjusted for the
absence of merger-related expenses in 2009, as discussed below) was attributable to general
increases in many of the Banks other operating expenses, none of which were individually
significant.
The increase in other operating expenses from 2007 to 2008 was largely attributable to the costs
associated with the Banks previously considered merger with the FHLBank of Chicago and its
financial support of the relief efforts relating to Hurricanes Gustav and Ike.
From mid-2007 to April 2008, the Bank and the FHLBank of Chicago were engaged in discussions to
determine the possible benefits and feasibility of combining their business operations. On April
4, 2008, those discussions were terminated. As a result, during the three months ended March 31,
2008, the Bank expensed $3.1 million of direct costs associated with the potential combination.
During 2008, the Bank made charitable donations of $500,000 each to The Salvation Army and the
American Red Cross. These donations were made to support the relief efforts in areas affected by
Hurricanes Gustav and Ike. Similar donations were not made during 2007. In late September 2008,
the Bank also announced that it would make $5 million in funds available for special disaster
relief grants for homes and businesses affected by these hurricanes. Approximately $2.4 million
and $2.6 million of these funds were disbursed during the fourth quarter of 2008 and the first half
of 2009, respectively.
The Bank, together with the other FHLBanks, is assessed for the cost of operating the Finance
Agency (previously the Finance Board) and the Office of Finance. The Banks share of these expenses
totaled $4.4 million, $3.7 million and $3.4 million in 2009, 2008 and 2007, respectively.
AHP and REFCORP Assessments
As required by statute, each year the Bank contributes 10 percent of its earnings (after the
REFCORP assessment discussed below and as adjusted for interest expense on mandatorily redeemable
capital stock) to its AHP. The AHP
87
provides grants that members can use to support affordable housing projects in their communities.
Generally, the Banks AHP assessment is derived by adding interest expense on mandatorily
redeemable capital stock to income before assessments and then subtracting the REFCORP assessment;
the result of this calculation is then multiplied by 10 percent. For the years ended December 31,
2009, 2008 and 2007, the Banks AHP assessments totaled $16.5 million, $8.9 million and $15.0
million, respectively.
Also as required by statute, the Bank contributes 20 percent of its reported earnings (after its
AHP contribution) toward the payment of interest on REFCORP bonds that were issued to provide
funding for the resolution of failed thrifts following the savings and loan crisis in the 1980s.
To compute the REFCORP assessment, the Banks AHP assessment is subtracted from reported income
before assessments and the result is multiplied by 20 percent. During the years ended December 31,
2009, 2008 and 2007, the Bank charged $37.0 million, $19.8 million and $32.4 million, respectively,
of REFCORP assessments to earnings. For the fourth quarter of 2008, the Bank and certain of the
other FHLBanks requested refunds of amounts paid for the year ended December 31, 2008 that were in
excess of their calculated annual obligations. Based on its calculated annual obligation for the
year ended December 31, 2008, the Bank was due $16.9 million as of December 31, 2008; such amount
was credited against amounts due for the Banks 2009 REFCORP assessments.
Liquidity and Capital Resources
In order to meet members credit needs and the Banks financial obligations, the Bank maintains a
portfolio of money market instruments consisting of overnight federal funds and, from time-to-time,
short-term commercial paper, all of which are issued by highly rated entities. 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 Banks discount
notes, and as the level of liquidity needed to satisfy Finance Agency requirements changes.
Overnight federal funds typically comprise the large majority of the portfolio. At December 31,
2009, the Banks short-term liquidity portfolio was comprised of $2.1 billion of overnight federal
funds sold to domestic counterparties and $3.6 billion of non-interest bearing deposits maintained
at the Federal Reserve Bank of Dallas.
The Banks primary source of funds is the proceeds it receives from the issuance of consolidated
obligation bonds and discount notes in the capital markets. Historically, the FHLBanks have issued
debt throughout the business day in the form of discount notes and bonds with a wide variety of
maturities and structures. Generally, the Bank has access to this market as needed during the
business day to acquire funds to meet its needs. However, during the second half of 2008, market
conditions reduced investor demand for long-term debt issued by the FHLBanks, which led to
substantially increased costs and significantly reduced availability of this funding source. At
the same time, demand increased for short-term, high-quality assets such as FHLBank discount notes
and short-term bonds. As a result, the Bank relied more heavily on the issuance of discount notes
and short-term bullet and floating-rate bonds in order to meet its funding needs during the latter
part of 2008 and the first half of 2009. The FHLBanks access to debt with a wider range of
maturities, and the pricing of those bonds, improved during the second half of 2009 and, therefore,
the Bank relied on the issuance of short-maturity debt to a lesser extent during the second half of
2009 as compared to the previous 12 months.
In addition to the liquidity provided from the proceeds of the issuance of consolidated
obligations, the Bank also maintains access to wholesale funding sources such as federal funds
purchased and securities sold under agreements to repurchase (e.g., borrowings secured by its MBS
investments). Furthermore, the Bank has access to borrowings (typically short-term) from the other
FHLBanks.
On June 23, 2006, 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). The Contingency
Agreement and related procedures were entered into in response to a revision that the Board of
Governors of the Federal Reserve System had made to its Policy Statement on Payments System Risk
(PSR Policy) and are designed to facilitate the timely funding of principal and interest payments
on FHLBank System consolidated obligations in the event that a FHLBank is not able to meet its
funding obligations in a timely manner. The Contingency Agreement and related procedures provide
for the issuance of overnight consolidated obligations 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
88
which another FHLBank is the primary obligor. Specifically, in the event that one or more FHLBanks
does not fund its principal and interest payments under a consolidated obligation by deadlines
agreed upon by the FHLBanks and the Office of Finance (for purposes of the Contingency Agreement, a
Delinquent Bank), the non-Delinquent Banks will be obligated to fund any shortfall in funding to
the extent that any of the non-Delinquent Banks has a net positive settlement balance (i.e., the
amount by which end-of-day proceeds received by such non-Delinquent Bank from the sale of
consolidated obligations on one day exceeds payments by such non-Delinquent Bank on consolidated
obligations on the same day) in its account with the Office of Finance on the day the shortfall
occurs. A FHLBank that funds the shortfall of a Delinquent Bank is referred to in the Contingency
Agreement as a Contingency Bank. The non-Delinquent Banks would fund the shortfall of the
Delinquent Bank sequentially in accordance with an agreed-upon funding matrix as provided in the
Contingency Agreement. Additionally, a non-Delinquent Bank could choose to voluntarily fund any
shortfall not funded on a mandatory basis by another non-Delinquent Bank. To fund the shortfall of
a Delinquent Bank, the Office of Finance will issue to the Contingency Bank on behalf of the
Delinquent Bank a consolidated obligation with a maturity of one business day in the amount of the
shortfall funded by the Contingency Bank (a Plan CO).
On the day that a Plan CO is issued, each non-Delinquent Bank (other than the Contingency Bank that
purchased the Plan CO) becomes obligated to purchase a pro rata share of the Plan CO from the
Contingency Bank (each such non-Delinquent Bank being a Reallocation Bank). The pro rata share
for each Reallocation Bank will be calculated based upon the aggregate amount of outstanding
consolidated obligations for which each Reallocation Bank and the Contingency Bank were primarily
liable as of the preceding month-end. Settlement of the purchase by the Reallocation Banks of
their pro rata shares of the Plan CO will occur on the second business day following the date on
which the Plan CO was issued only if the Plan CO is not repaid on the first business day following
its issuance, either by the Delinquent Bank or by another FHLBank.
The Finance Board granted a waiver requested by the Office of Finance to allow the direct placement
by a FHLBank of consolidated obligations with another FHLBank in those instances when direct
placement of consolidated obligations is necessary to ensure that sufficient funds are available to
timely pay all principal and interest on FHLBank System consolidated obligations due on a
particular day. In connection with this waiver, the terms of which became effective July 1, 2006,
the Finance Board imposed a requirement that the interest rate to be paid on any consolidated
obligation issued under such circumstances must be at least 500 basis points above the then current
federal funds rate.
Under the terms of the Contingency Agreement, Plan COs will bear interest calculated on an
actual/360 basis at a rate equal to (i) the overnight federal funds quote obtained by the Office of
Finance or (ii) the actual cost if the Contingency Bank purchases funds in the open market for
delivery to the Office of Finance. Additionally, a Delinquent Bank will be required to pay
additional interest on the amount of any Plan CO based on the number of times that FHLBank has been
a Delinquent Bank. The interest is 500 basis points per annum for the first delinquency, 750 basis
points per annum for the second delinquency and 1,000 basis points per annum for subsequent
delinquencies. The first 100 basis points of additional interest will be paid to the Contingency
Banks that purchased the Plan CO. Additional interest in excess of 100 basis points will be paid
to the non-Delinquent Banks in equal shares.
The initial term of the Contingency Agreement commenced on July 20, 2006 and ended on December 31,
2008, at which time it automatically renewed for a three-year term. The Contingency Agreement will
automatically renew for successive three-year terms (each a Renewal Term) unless at least one
year prior to the end of any Renewal Term at least one-third of the FHLBanks give notice to the
other FHLBanks and the Office of Finance of their intention to terminate the Contingency Agreement
at the end of such Renewal Term. The notice must include an explanation from those FHLBanks of
their reasons for taking such action. Under the terms of the Contingency Agreement, the FHLBanks
and the Office of Finance have agreed to endeavor in good faith to address any such reasons by
amending the Contingency Agreement so that all FHLBanks and the Office of Finance agree that the
Contingency Agreement, as amended, will remain in effect. To date, no FHLBank has given notice of
its desire to terminate the Contingency Agreement. Through the date of this report, no Plan COs
have been issued pursuant to the terms of the Contingency Agreement.
On September 9, 2008, the Bank and each of the other 11 FHLBanks entered into separate but
identical lending agreements with the Treasury in connection with the Treasurys establishment of a
Government Sponsored
89
Enterprise Credit Facility (GSECF). The HER Act provided the Treasury with the authority to
establish the GSECF, which was designed to serve as a contingent source of liquidity for the
housing government-sponsored enterprises, including the FHLBanks. The lending agreements
terminated on December 31, 2009 and none of the FHLBanks ever borrowed under the GSECF.
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 obligors funding needs change, and that FHLBank offers to transfer debt
that is no longer needed to other FHLBanks. Transferred debt is typically fixed rate, fixed term,
non-callable debt, and may be in the form of discount notes or bonds.
The Bank participates in such transfers of funding from other FHLBanks when the transfer represents
favorable pricing relative to a new issue of consolidated obligations with similar features. The
Bank did not assume any consolidated obligations from other FHLBanks during the year ended December
31, 2009. During the year ended December 31, 2008, the Bank assumed consolidated obligation bonds
from the FHLBank of Seattle with a par value of $136 million. During the year ended December 31,
2007, the Bank assumed consolidated obligation bonds from the FHLBank of New York with a par value
of $323 million.
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 Banks 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 December
31, 2009, the Banks estimated operational liquidity requirement was $1.5 billion. At that date,
the Bank estimated that its operational liquidity exceeded this requirement by approximately $13.6
billion.
The Banks 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 December 31, 2009, the Banks estimated contingent liquidity requirement
was $5.5 billion. At that date, the Bank estimated that its contingent liquidity exceeded this
requirement by approximately $9.6 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 Banks access to the capital markets has never been interrupted to an extent that the Banks
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
90
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 Banks ability to raise funds by issuing consolidated obligations would also limit the Banks
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 Banks 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 Banks ability to conduct its operations would
be compromised even earlier than if this funding source was available.
The following table summarizes the Banks contractual cash obligations and off-balance-sheet
lending-related financial commitments by due date or remaining maturity as of December 31, 2009.
CONTRACTUAL OBLIGATIONS
(In millions of dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments due by Period |
|
|
|
|
|
|
< 1 Year |
|
|
1-3 Years |
|
|
3-5 Years |
|
|
> 5 Years |
|
|
Total |
|
Long-term debt |
|
$ |
30,951.3 |
|
|
$ |
14,733.1 |
|
|
$ |
2,276.5 |
|
|
$ |
3,210.6 |
|
|
$ |
51,171.5 |
|
Mandatorily redeemable capital stock |
|
|
1.4 |
|
|
|
3.2 |
|
|
|
4.6 |
|
|
|
|
|
|
|
9.2 |
|
Operating leases |
|
|
0.3 |
|
|
|
0.6 |
|
|
|
0.1 |
|
|
|
|
|
|
|
1.0 |
|
Purchase obligations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advances |
|
|
38.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38.0 |
|
Letters of credit |
|
|
4,251.6 |
|
|
|
292.6 |
|
|
|
104.2 |
|
|
|
|
|
|
|
4,648.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total contractual obligations |
|
$ |
35,242.6 |
|
|
$ |
15,029.5 |
|
|
$ |
2,385.4 |
|
|
$ |
3,210.6 |
|
|
$ |
55,868.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The table above excludes derivatives and obligations (other than certain consolidated
obligation bonds) with contractual payments having an original maturity of one year or less. The
distribution of long-term debt is based upon contractual maturities. The actual repayments of
long-term debt could be impacted by factors affecting redemptions such as call options.
The above table presents the Banks mandatorily redeemable capital stock by year of earliest
mandatory redemption, which is the earliest time at which the Bank is required to repurchase the
shareholders capital stock. The earliest mandatory redemption date is based on the assumption
that the advances and/or other activities associated with the activity-based stock will have
matured or otherwise concluded by the time the notice of redemption or withdrawal expires. The
Bank expects to repurchase activity-based stock as the associated advances and/or other activities
are reduced, which may be before or after the expiration of the five-year redemption/withdrawal
notice period.
In addition to the capital stock repurchase and redemption related events noted above, shareholders
may, at any time, request the Bank to repurchase excess capital stock. Excess stock is defined as
the amount of stock held by a member (or former member) in excess of that institutions minimum
investment requirement (i.e., the amount of stock held in excess of its activity-based investment
requirement and, in the case of a member, its membership investment requirement). Although the
Bank is not obligated to repurchase excess stock prior to the expiration of a five-year redemption
or withdrawal notification period, it will typically endeavor to honor such requests within a
reasonable period of time (generally not exceeding 30 days) so long as the Bank will continue to
meet its regulatory
capital requirements following the repurchase. At December 31, 2009, excess stock held by the
Banks members and former members totaled $292.2 million, of which $5.0 million was classified as
mandatorily redeemable.
91
Risk-Based Capital Rules and Other Capital Requirements
The Bank is required to maintain at all times permanent capital (defined under the Finance Agencys
rules as retained earnings and amounts paid in for Class B stock, regardless of its classification
as equity or liabilities for financial reporting purposes, as further described above in the
section entitled Financial Condition Capital Stock) 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 below.
For reasons of safety and soundness, the Finance Agency may require the Bank, or any other FHLBank
that has already converted to its new capital structure, to maintain a greater amount of permanent
capital than is required by the risk-based capital requirements as defined.
The Banks credit risk capital requirement is determined by adding together the credit risk capital
charges for advances, investments, mortgage loans, derivatives, other assets and off-balance-sheet
commitment positions (e.g., outstanding letters of credit and commitments to fund advances). Among
other things, these charges are computed based upon the credit risk percentages assigned to each
item as required by Finance Agency rules, taking into account the time to maturity and credit
ratings of certain of the items. These percentages are applied to the book value of assets or, in
the case of off-balance-sheet commitments, to their balance sheet equivalents.
The Banks market risk capital requirement is determined by estimating the potential loss in market
value of equity under a wide variety of market conditions and adding the amount, if any, by which
the Banks current market value of total capital is less than 85 percent of its book value of total
capital. The potential loss component of the market risk capital requirement employs a stress
test approach, using a 99-percent confidence interval. Simulations of over 370 historical market
interest rate scenarios dating back to January 1978 (using changes in interest rates and
volatilities over each six-month period since that date) are generated and, under each scenario,
the hypothetical impact on the Banks current market value of equity is determined. The
hypothetical impact associated with each historical scenario is calculated by simulating the effect
of each set of rate and volatility conditions upon the Banks current risk position, each of which
reflects current actual assets, liabilities, derivatives and off-balance-sheet commitment positions
as of the measurement date. From the complete set of resulting simulated scenarios, the fourth
worst estimated deterioration in market value of equity is identified as that scenario associated
with a probability of occurrence of not more than one percent (i.e., the 99-percent confidence
limit). The hypothetical deterioration in market value of equity derived under the methodology
described above typically represents the market risk component of the Banks regulatory risk-based
capital requirement which, in conjunction with the credit risk and operations risk components,
determines the Banks overall risk-based capital requirement.
The Banks operations risk capital requirement is equal to 30 percent of the sum of its credit risk
capital requirement and its market risk capital requirement. At December 31, 2009, the Banks
credit risk, market risk and operations risk capital requirements were $151 million, $239 million
and $117 million, respectively. These requirements were $163 million, $552 million and $215
million, respectively, at December 31, 2008. At December 31, 2008, the Banks market risk capital
requirement also included $364 million that represented the amount by which the Banks market value
of equity was less than 85 percent of its book value of total capital at that date.
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 Banks 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 Banks
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 December 31, 2009 or December 31, 2008.
Under the regulatory definitions, total capital and permanent capital exclude accumulated other
comprehensive income (loss). The Bank is required to submit monthly capital compliance reports to
the Finance Agency. At all times during the three years ended December 31, 2009, the Bank was in
compliance with all of its regulatory capital requirements. The following table summarizes the
Banks compliance with the Finance Agencys capital requirements as of December 31, 2009 and 2008.
92
REGULATORY CAPITAL REQUIREMENTS
(In millions of dollars, except percentages)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2009 |
|
|
December 31, 2008 |
|
|
|
Required |
|
|
Actual |
|
|
Required |
|
|
Actual |
|
Risk-based capital |
|
$ |
507 |
|
|
$ |
2,897 |
|
|
$ |
930 |
|
|
$ |
3,530 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capital |
|
$ |
2,604 |
|
|
$ |
2,897 |
|
|
$ |
3,157 |
|
|
$ |
3,530 |
|
Total capital-to-assets ratio |
|
|
4.00 |
% |
|
|
4.45 |
% |
|
|
4.00 |
% |
|
|
4.47 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Leverage capital |
|
$ |
3,255 |
|
|
$ |
4,346 |
|
|
$ |
3,947 |
|
|
$ |
5,295 |
|
Leverage capital-to-assets
ratio |
|
|
5.00 |
% |
|
|
6.68 |
% |
|
|
5.00 |
% |
|
|
6.71 |
% |
The Banks Risk Management Policy contains a minimum total regulatory capital-to-assets target
ratio of 4.1 percent, higher than the 4.0 percent ratio required under the Finance Agencys capital
rules. The target ratio is subject to change by the Bank as it deems appropriate, subject to the
Finance Agencys minimum requirements. The Bank was in compliance with its operating target
capital ratio at all times during the years ended December 31, 2009, 2008 and 2007.
In connection with its authority under the HER Act, on January 30, 2009, the Finance Agency adopted
an interim final rule establishing capital classifications and critical capital levels for the
FHLBanks. On August 4, 2009, the Finance Agency adopted the interim final rule as a final
regulation (the Capital Classification Regulation), subject to amendments meant to clarify
certain provisions.
The Capital Classification Regulation establishes criteria for four capital classifications for the
FHLBanks: adequately capitalized, undercapitalized, significantly undercapitalized and critically
undercapitalized. An adequately capitalized FHLBank meets all existing risk-based and minimum
capital requirements. An undercapitalized FHLBank does not meet one or more of its risk-based or
minimum capital requirements, but nevertheless has total capital equal to or greater than 75
percent of all capital requirements. A significantly undercapitalized FHLBank does not have total
capital equal to or greater than 75 percent of all capital requirements, but the FHLBank does have
total capital greater than 2 percent of its total assets. A critically undercapitalized FHLBank
has total capital that is less than or equal to 2 percent of its total assets.
The Director of the Finance Agency will determine each FHLBanks capital classification no less
often than once a quarter; the Director may make a determination more often than quarterly. The
Director may reclassify a FHLBank one category below the otherwise applicable capital
classification (e.g., from adequately capitalized to undercapitalized) if the Director determines
that (i) the FHLBank is engaging in conduct that could result in the rapid depletion of permanent
or total capital, (ii) the value of collateral pledged to the FHLBank has decreased significantly,
(iii) the value of property subject to mortgages owned by the FHLBank has decreased significantly,
(iv) after notice to the FHLBank and opportunity for an informal hearing before the Director, the
FHLBank is in an unsafe and unsound condition, or (v) the FHLBank is engaging in an unsafe and
unsound practice because the FHLBanks asset quality, management, earnings or liquidity were found
to be less than satisfactory during the most recent examination, and any deficiency has not been
corrected. Before classifying or reclassifying a FHLBank, the Director must notify the FHLBank in
writing and give the FHLBank an opportunity to submit information relative to the proposed
classification or reclassification. Since the adoption of the Capital Classification Regulation as
an interim final rule, the Bank has been classified as adequately capitalized for each quarterly
period for which the Director has made a final determination.
In addition to restrictions on capital distributions by a FHLBank that does not meet all of its
risk-based and minimum capital requirements, a FHLBank that is classified as undercapitalized,
significantly undercapitalized or critically undercapitalized is required to take certain actions,
such as submitting a capital restoration plan to the Director of the Finance Agency for approval.
Additionally, with respect to a FHLBank that is less than adequately capitalized, the Director of
the Finance Agency may take other actions that he or she determines will help ensure the
93
safe and sound operation of the FHLBank and its compliance with its risk-based and minimum capital
requirements in a reasonable period of time.
The Director may appoint the Finance Agency as conservator or receiver for any FHLBank that is
classified as critically undercapitalized. The Director may also appoint the Finance Agency as
conservator or receiver of any FHLBank that is classified as undercapitalized or significantly
undercapitalized if the FHLBank fails to submit a capital restoration plan acceptable to the
Director within the time frames established by the Capital Classification Regulation or materially
fails to implement any capital restoration plan that has been approved by the Director. At least
once in each 30-day period following classification of a FHLBank as critically undercapitalized,
the Director must determine whether during the prior 60 days the FHLBank had assets less than its
obligations to its creditors and others or if the FHLBank was not paying its debts on a regular
basis as such debts became due. If either of these conditions apply, then the Director must
appoint the Finance Agency as receiver for the FHLBank.
A FHLBank for which the Director appoints the Finance Agency as conservator or receiver may bring
an action in the United States District Court for the judicial district in which the FHLBank is
located or in the United States District Court for the District of Columbia for an order requiring
the Finance Agency to remove itself as conservator or receiver. A FHLBank that is not critically
undercapitalized may also seek judicial review of any final capital classification decision or of
any final decision to take supervisory action made by the Director under the Capital Classification
Regulation.
Critical Accounting Policies and Estimates
The preparation of financial statements in accordance with accounting principles generally accepted
in the United States requires management to make a number of judgements, estimates and assumptions
that affect the reported amounts of assets, liabilities, income and expenses. To understand the
Banks financial position and results of operations, it is important to understand the Banks most
significant accounting policies and the extent to which management uses judgment and estimates in
applying those policies. The Banks critical accounting policies and estimates involve the
following:
|
|
|
Derivatives and Hedging Activities; |
|
|
|
|
Estimation of Fair Values; |
|
|
|
|
Other-Than-Temporary Impairment Assessments; and |
|
|
|
|
Amortization of Premiums and Accretion of Discounts. |
The Bank considers these policies to be critical because they require managements most difficult,
subjective and complex judgments about matters that are inherently uncertain. Management bases its
judgments and estimates on current market conditions and industry practices, historical experience,
changes in the business environment and other factors that it believes to be reasonable under the
circumstances. Actual results could differ materially from these estimates under different
assumptions and/or conditions. For additional discussion regarding the application of these and
other accounting policies, see Note 1 to the Banks audited financial statements included in this
report.
Derivatives and Hedging Activities
The Bank enters into interest rate swap, cap and, on occasion, floor agreements to manage its
exposure to changes in interest rates. Through the use of these derivatives, the Bank may adjust
the effective maturity, repricing index and/or frequency or option characteristics of financial
instruments to achieve its risk management objectives. By regulation, the Bank may only use
derivatives to mitigate identifiable risks. Accordingly, all of the Banks derivatives are
positioned to offset interest rate risk exposures inherent in its investment, funding and member
lending activities.
ASC 815 requires that all derivatives be recorded on the statement of condition at their fair
value. Since the Bank does not have any cash flow hedges, changes in the fair value of all
derivatives are recorded each period in current earnings. Under ASC 815, the Bank is required to
recognize unrealized gains and losses on derivative positions
94
whether or not the transaction qualifies for hedge accounting, in which case offsetting losses or
gains on the hedged assets or liabilities may also be recognized. Therefore, to the extent certain
derivative instruments do not qualify for hedge accounting under ASC 815, or changes in the fair
values of derivatives are not exactly offset by changes in their hedged items, the accounting
framework imposed by ASC 815 introduces the potential for a considerable mismatch between the
timing of income and expense recognition for assets or liabilities being hedged and their
associated hedging instruments. As a result, during periods of significant changes in market
prices and interest rates, the Banks earnings may exhibit considerable volatility.
The judgments and assumptions that are most critical to the application of this accounting policy
are those affecting whether a hedging relationship qualifies for hedge accounting under ASC 815
and, if so, whether an assumption of no ineffectiveness can be made. In addition, the estimation
of fair values (discussed below) has a significant impact on the actual results being reported.
At the inception of each hedge transaction, the Bank formally documents the hedge relationship and
its risk management objective and strategy for undertaking the hedge, including identification of
the hedging instrument, the hedged item, the nature of the risk being hedged, and how the hedging
instruments effectiveness in offsetting the exposure to changes in the hedged items fair value
attributable to the hedged risk will be assessed. In all cases involving a recognized asset,
liability or firm commitment, the designated risk being hedged is the risk of changes in its fair
value attributable to changes in the designated benchmark interest rate (LIBOR). Therefore, for
this purpose, changes in the fair value of the hedged item (e.g., an advance, investment security
or consolidated obligation) reflect only those changes in value that are attributable to changes in
the designated benchmark interest rate (hereinafter referred to as changes in the benchmark fair
value).
For hedging relationships that are designated as hedges and qualify for hedge accounting, the
change in the benchmark fair value of the hedged item is recorded in earnings, thereby providing
some offset to the change in fair value of the associated derivative. The difference in the change
in fair value of the derivative and the change in the benchmark fair value of the hedged item
represents hedge ineffectiveness. If a hedging relationship qualifies for the short-cut method
of accounting, the Bank can assume that the change in the benchmark fair value of the hedged item
is equal and offsetting to the change in the fair value of the derivative and, as a result, no
ineffectiveness is recorded in earnings. However, ASC 815 limits the use of the short-cut method
to hedging relationships of interest rate risk involving a recognized interest-bearing asset or
liability and an interest rate swap, and then only if nine specific conditions are met.
If the hedging relationship qualifies for hedge accounting but does not meet all nine conditions
specified in ASC 815, the assumption of no ineffectiveness cannot be made and the long-haul method
of accounting is used. Under the long-haul method, the change in the benchmark fair value of the
hedged item is calculated independently from the change in fair value of the derivative. As a
result, the net effect is that the hedge ineffectiveness has an impact on earnings.
In all cases where the Bank is applying fair value hedge accounting, it is hedging interest rate
risk through the use of interest rate swaps and caps. For those interest rate swaps and caps that
are in fair value hedging relationships that do not qualify for the short-cut method of accounting,
the Bank uses regression analysis to assess hedge effectiveness. Effectiveness testing is
performed at the inception of each hedging relationship to determine whether the hedge is expected
to be highly effective in offsetting the identified risk, and at each month-end thereafter to
ensure that the hedge relationship has been effective historically and to determine whether the
hedge is expected to be highly effective in the future. Hedging relationships accounted for under
the short-cut method are not tested for hedge effectiveness.
A hedge relationship is considered effective only if certain specified criteria are met. If a
hedge fails the effectiveness test at inception, the Bank does not apply hedge accounting. If the
hedge fails the effectiveness test during the life of the transaction, the Bank discontinues hedge
accounting prospectively. In that case, the Bank continues to carry the derivative on its
statement of condition at fair value, recognizes the changes in fair value of that derivative in
current earnings, ceases to adjust the hedged item for changes in its benchmark fair value and
amortizes the cumulative basis adjustment on the formerly hedged item into earnings over its
remaining term. Unless and until the derivative is redesignated in a qualifying fair value hedging
relationship for accounting
95
purposes, changes in its fair value are recorded in current earnings without an offsetting change
in the benchmark fair value from a hedged item.
Changes in the fair value of derivative positions that do not qualify for hedge accounting under
ASC 815 (economic hedges) are recorded in current earnings without an offsetting change in the
benchmark fair value of the hedged item.
As of December 31, 2009, the Banks derivatives portfolio included $9.5 billion (notional amount)
that was accounted for using the short-cut method, $29.1 billion (notional amount) that was
accounted for using the long-haul method, and $28.1 billion (notional amount) that did not qualify
for hedge accounting. By comparison, at December 31, 2008, the Banks derivatives portfolio
included $10.1 billion (notional amount) that was accounted for using the short-cut method, $39.0
billion (notional amount) that was accounted for using the long-haul method, and $21.1 billion
(notional amount) that did not qualify for hedge accounting. During 2009, the increase in
derivatives that did not qualify for hedge accounting was due primarily to the increased usage of
federal funds floater swaps to convert the Banks interest payments with respect to consolidated
obligation bonds that are indexed to the daily federal funds rate to three-month LIBOR. These
types of derivatives are classified as economic derivatives. See further discussion in the
sections entitled Financial Condition Derivatives and Hedging Activities and Results of
Operations Other Income.
Estimation of Fair Values
The Banks derivatives and investments classified as available-for-sale and trading are presented
in the statements of condition at fair value. 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.
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. The fair values of the Banks trading securities were determined using Level 1 inputs.
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 2 inputs were used to determine the estimated fair values of the Banks
derivative contracts and, prior to their sale or maturity, investment securities classified as
available-for-sale.
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 Banks assets that are carried at fair value on a recurring basis were measured using
Level 3 inputs. Other than its derivative contracts (which were measured using Level 2 inputs),
the Bank does not carry any of its liabilities at fair value.
The fair values of the Banks assets and liabilities that are carried at fair value are estimated
based upon quoted market prices where available. However, most of these instruments lack an
available trading market characterized by frequent transactions between a willing buyer and willing
seller engaging in an exchange transaction. In these cases, such values are generally estimated
using a pricing model and inputs that are observable for the asset or liability, either directly or
indirectly. In those limited cases where a pricing model is not used, non-binding fair value
estimates are obtained from dealers and corroborated using a pricing model and observable market
data. The assumptions and inputs used have a significant effect on the reported carrying values of
assets and liabilities and the
96
related income and expense. The use of different assumptions/inputs could result in materially
different net income and reported carrying values.
The Bank also estimates the fair values of certain assets on a nonrecurring basis in periods
subsequent to their initial recognition (for example, impaired assets). During the year ended
December 31, 2009, the Bank recorded other-than-temporary impairments on seven of its non-agency
residential MBS classified as held-to-maturity. The fair values of these securities were estimated
as described below. Based upon the reduced level of market activity for non-agency residential
MBS, all of the nonrecurring fair value measurements for these impaired securities fell within
Level 3 of the fair value hierarchy.
In addition to those items that are carried at fair value, the Bank estimates fair values for its
other financial instruments for disclosure purposes and, in applying ASC 815, it calculates the
periodic changes in the fair values of hedged items (e.g., certain advances, available-for-sale
securities and consolidated obligations) that are attributable solely to changes in LIBOR, the
designated benchmark interest rate. For most of these instruments (other than the Banks MBS
holdings, as described below), such values are estimated using a pricing model that employs
discounted cash flows or other similar pricing techniques. Significant inputs to the pricing model
(e.g., yield curves, estimated prepayment speeds and volatility) are based on current observable
market data. To the extent this model is used to calculate changes in the benchmark fair values of
hedged items, the inputs have a significant effect on the reported carrying values of assets and
liabilities and the related income and expense; the use of different inputs could result in
materially different net income and reported carrying values.
Prior to September 30, 2009, the Bank obtained non-binding fair value estimates from various
dealers for its mortgage-backed securities (for each MBS, one dealer estimate was received). These
dealer estimates were reviewed for reasonableness using the Banks pricing model and/or by
comparing the dealer estimates to pricing service quotations or dealer estimates for similar
securities.
During the third quarter of 2009, in an effort to achieve consistency among all FHLBanks, the 12
FHLBanks collectively developed a common methodology for estimating the fair values of non-agency
RMBS. Based on its analysis, the Bank concluded that this common methodology (discussed below)
would produce measurements that were equally representative of fair value and, accordingly, the
Bank adopted the methodology effective September 30, 2009. The Bank also concurrently adopted this
same methodology for all of its other MBS as its analysis of the pricing for those securities
supported the same conclusion.
The Banks new valuation technique incorporates prices from up to four designated third-party
pricing vendors when available. A price is established for each MBS using a formula that is based
upon the number of prices received. If four prices are received, the average of the middle two
prices is used; if three prices are received, the middle price is used; if two prices are received,
the average of the two prices is used; and if one price is received, it is used subject to some
type of validation. The computed prices are tested for reasonableness using specified tolerance
thresholds. Prices within the established 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, are subject to further analysis including
comparison to the prices for similar securities and/or to non-binding dealer estimates. As of
December 31, 2009, four vendor prices were received for substantially all of the Banks MBS
holdings (all of which are classified as held-to-maturity). This change in valuation technique did
not have a significant impact on the estimated fair values of the Banks mortgage-backed securities
as of September 30, 2009.
The Banks pricing model is subject to annual independent validation and the Bank periodically
reviews and refines, as appropriate, its assumptions and valuation methodologies to reflect market
indications as closely as possible. The Bank believes it has the appropriate personnel,
technology, and policies and procedures in place to enable it to value its financial instruments in
a reasonable and consistent manner.
The Banks fair value measurement methodologies for its assets and liabilities are more fully
described in the audited financial statements accompanying this report (specifically, Note 16
beginning on page F-43).
97
Other-Than-Temporary Impairment Assessments
The Bank evaluates outstanding available-for-sale and held-to-maturity securities in an unrealized
loss position (i.e., impaired securities) for other-than-temporary impairment on at least a
quarterly basis. In doing so, the Bank considers many factors including, but not limited to: the
credit ratings assigned to the securities by the NRSROs; other indicators of the credit quality of
the issuer; the strength of the provider of any guarantees; the duration and magnitude of the
unrealized loss; and whether the Bank has the intent to sell the security or more likely than not
will be required to sell the security before its anticipated recovery. In the case of its
non-agency residential and commercial MBS, the Bank also considers prepayment speeds, the
historical and projected performance of the underlying loans and the credit support provided by the
subordinate securities. These evaluations are inherently subjective and consider a number of
quantitative and qualitative factors.
In the case of its non-agency RMBS, the Bank employs third-party models to determine the cash flows
that it is likely to collect from the securities. These models consider borrower characteristics
and the particular attributes of the loans underlying the securities, in conjunction with
assumptions about future changes in home prices and interest rates, to predict the likelihood a
loan will default and the impact on default frequency, loss severity and remaining credit
enhancement. In general, because the ultimate receipt of contractual payments on these securities
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 uses these models to assess
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 development of the
modeling assumptions requires significant judgment and the Bank believes its assumptions are
reasonable. However, the use of different assumptions could impact the Banks conclusions as to
whether an impairment is other than temporary as well as the amount of the credit portion of any
impairment. The credit portion of an impairment is defined as the amount by which the amortized
cost basis of a debt security exceeds the present value of cash flows expected to be collected from
that security.
In addition to evaluating its non-agency RMBS 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 December 31, 2009. The results of that analysis are presented on page 65 of this
report.
If the Bank intends to sell an impaired debt security, or more likely than not will be required to
sell the security before recovery of its amortized cost basis, the impairment is other than
temporary and is recognized currently in earnings in an amount equal to the entire difference
between fair value and amortized cost.
In instances in which the Bank determines that a credit loss exists but the Bank does not intend to
sell the security and it is not more likely than not that the Bank will be required to sell the
security before the anticipated recovery of its remaining amortized cost basis, the
other-than-temporary impairment is separated into (i) the amount of the total impairment related to
the credit loss and (ii) the amount of the total impairment related to all other factors (i.e., the
non-credit portion). The amount of the total other-than-temporary impairment related to the credit
loss is recognized in earnings and the amount of the total other-than-temporary impairment related
to all other factors is recognized in other comprehensive income. The total other-than-temporary
impairment is presented in the statement of income with an offset for the amount of the total
other-than-temporary impairment that is recognized in other comprehensive income. If a credit loss
does not exist, any impairment is not considered to be other-than-temporary.
Regardless of whether an other-than-temporary impairment is recognized in its entirety in earnings
or if the credit portion is recognized in earnings and the non-credit portion is recognized in
other comprehensive income, the estimation of fair values (discussed above) has a significant
impact on the amount(s) of any impairment that is recorded.
The non-credit portion of any other-than-temporary impairment losses recognized in other
comprehensive income for debt securities classified as held-to-maturity is accreted over the
remaining life of the debt security (in a prospective manner based on the amount and timing of
future estimated cash flows) as an increase in the carrying value of the security unless and until
the security is sold, the security matures, or there is an additional other-than-temporary
impairment that is recognized in earnings. In instances in which an additional
other-than-temporary
98
impairment is recognized in earnings, the amount of the credit loss is reclassified from
accumulated other comprehensive income to earnings. Further, if an additional other-than-temporary
impairment is recognized in earnings and the held-to-maturity securitys then-current carrying
amount exceeds its fair value, an additional non-credit impairment is concurrently recognized in
other comprehensive income. Conversely, if an additional other-than-temporary impairment is
recognized in earnings and the held-to-maturity securitys then-current carrying value is less than
its fair value, the carrying value of the security is not increased. In periods subsequent to the
recognition of an other-than-temporary impairment loss, the other-than-temporarily impaired debt
security is accounted for as if it had been purchased on the measurement date of the
other-than-temporary impairment at an amount equal to the previous amortized cost basis less the
other-than-temporary impairment recognized in earnings. For debt securities for which
other-than-temporary impairments are recognized in earnings, the difference between the new cost
basis and the cash flows expected to be collected is accreted into interest income over the
remaining life of the security in a prospective manner based on the amount and timing of future
estimated cash flows.
Amortization of Premiums and Accretion of Discounts
The Bank estimates prepayments for purposes of amortizing premiums and accreting discounts
associated with certain investment securities. Under GAAP, premiums and discounts are required to
be recognized in income at a constant effective yield over the life of the instrument. Because
actual prepayments often deviate from the estimates, the Bank periodically recalculates the
effective yield to reflect actual prepayments to date and anticipated future prepayments.
Anticipated future prepayments are estimated using externally developed mortgage prepayment models.
These models consider past prepayment patterns and current and past interest rate environments to
predict future cash flows.
Adjustments are recorded on a retrospective basis, meaning that the net investment in the
instrument is adjusted to the amount that would have existed had the new effective yield been
applied since the acquisition of the instrument. As interest rates (and thus prepayment speeds)
change, these accounting requirements can be a source of income volatility. Reductions in interest
rates generally accelerate prepayments, which accelerate the amortization of premiums and reduce
current earnings. Typically, declining interest rates also accelerate the accretion of discounts,
thereby increasing current earnings. Conversely, in a rising interest rate environment,
prepayments will generally extend over a longer period, shifting some of the premium amortization
and discount accretion to future periods.
As of December 31, 2009, the unamortized premiums and discounts associated with investment
securities for which prepayments are estimated totaled $0.9 million and $150.9 million,
respectively. At that date, the carrying values of these investment securities totaled $1.1
billion and $6.0 billion, respectively.
The Bank uses the contractual method to amortize premiums and accrete discounts on mortgage loans.
The contractual method recognizes the income effects of premiums and discounts in a manner that is
reflective of the actual behavior of the mortgage loans during the period in which the behavior
occurs while also reflecting the contractual terms of the assets without regard to changes in
estimated prepayments based upon assumptions about future borrower behavior.
Recently Issued Accounting Guidance
For a discussion of recently issued accounting guidance, see the audited financial statements
accompanying this report (specifically, Note 2 beginning on page F-15).
Statistical Financial Information
Investment Portfolio
As of December 31, 2009, 2008 and 2007, the Banks trading securities were $4.0 million, $3.4
million and $2.9 million, respectively, and were comprised solely of mutual fund investments, which
do not have contractual maturities. The average yield on these securities was 1.96% at December
31, 2009.
99
The Bank did not hold any securities that were classified as available-for-sale at December 31,
2009. The following table summarizes the Banks available-for-sale securities at December 31, 2008
and 2007.
AVAILABLE-FOR-SALE SECURITIES PORTFOLIO
(at carrying value, in thousands of dollars)
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2008 |
|
|
2007 |
|
Government-sponsored enterprises |
|
$ |
|
|
|
$ |
56,930 |
|
FHLBank consolidated obligations(1) |
|
|
|
|
|
|
|
|
FHLBank of Boston (primary obligor) |
|
|
|
|
|
|
35,423 |
|
FHLBank of San Francisco (primary obligor) |
|
|
|
|
|
|
6,766 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
99,119 |
|
|
|
|
|
|
|
|
Mortgage-backed securities |
|
|
|
|
|
|
|
|
Government-sponsored enterprises |
|
|
98,884 |
|
|
|
169,180 |
|
Other |
|
|
28,648 |
|
|
|
93,791 |
|
|
|
|
|
|
|
|
|
|
|
127,532 |
|
|
|
262,971 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total carrying value |
|
$ |
127,532 |
|
|
$ |
362,090 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Represents consolidated obligations acquired in the secondary market for which
the named FHLBank was the primary obligor, and for which each of the FHLBanks, including the Bank,
was jointly and severally liable. |
The following table summarizes the Banks held-to-maturity securities at December 31, 2009,
2008 and 2007.
HELD-TO-MATURITY SECURITIES PORTFOLIO
(at carrying value, in thousands of dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
Commercial paper |
|
$ |
|
|
|
$ |
|
|
|
$ |
993,629 |
|
U.S. government guaranteed obligations |
|
|
58,812 |
|
|
|
65,888 |
|
|
|
75,342 |
|
State housing agency obligation |
|
|
2,945 |
|
|
|
3,785 |
|
|
|
4,810 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
61,757 |
|
|
|
69,673 |
|
|
|
1,073,781 |
|
|
|
|
|
|
|
|
|
|
|
Mortgage-backed securities |
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government guaranteed
obligations |
|
|
24,075 |
|
|
|
28,632 |
|
|
|
34,066 |
|
Government-sponsored enterprises |
|
|
10,837,865 |
|
|
|
10,629,290 |
|
|
|
5,910,467 |
|
Other |
|
|
500,855 |
|
|
|
973,909 |
|
|
|
1,516,353 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,362,795 |
|
|
|
11,631,831 |
|
|
|
7,460,886 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total carrying value |
|
$ |
11,424,552 |
|
|
$ |
11,701,504 |
|
|
$ |
8,534,667 |
|
|
|
|
|
|
|
|
|
|
|
100
The following table presents supplemental information regarding the maturities and yields of
the Banks held-to-maturity securities as of December 31, 2009. Maturities are based on the
contractual maturities of the securities.
HELD-TO-MATURITY SECURITIES
MATURITIES AND YIELD
(in thousands of dollars)
|
|
|
|
|
|
|
|
|
|
|
Book Value |
|
|
Yield |
|
U.S. government guaranteed obligations |
|
|
|
|
|
|
|
|
Within one year |
|
$ |
249 |
|
|
|
0.90 |
% |
After one year through five years |
|
|
3,607 |
|
|
|
2.95 |
|
After five years through ten years |
|
|
31,703 |
|
|
|
0.72 |
|
After ten years |
|
|
23,253 |
|
|
|
0.67 |
|
|
|
|
|
|
|
|
|
|
$ |
58,812 |
|
|
|
0.84 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
State housing agency obligation |
|
|
|
|
|
|
|
|
After ten years |
|
$ |
2,945 |
|
|
|
0.57 |
% |
|
|
|
|
|
|
|
|
|
$ |
2,945 |
|
|
|
0.57 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage-backed securities |
|
|
|
|
|
|
|
|
After one year through five years |
|
|
1,803 |
|
|
|
0.54 |
% |
After five years through ten years |
|
|
232,110 |
|
|
|
0.64 |
|
After ten years |
|
|
11,128,882 |
|
|
|
0.87 |
|
|
|
|
|
|
|
|
|
|
$ |
11,362,795 |
|
|
|
0.87 |
% |
|
|
|
|
|
|
|
U.S. Government and government-sponsored agencies were the only issuers whose securities
exceeded 10 percent of the Banks total capital at December 31, 2009.
Loan Portfolio Analysis
The Banks outstanding loans, nonaccrual loans, and loans 90 days or more past due and accruing
interest for each of the five years in the period ended December 31, 2009 were as follows:
COMPOSITION OF LOANS
(In thousands of dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, |
|
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
Advances |
|
$ |
47,262,574 |
|
|
$ |
60,919,883 |
|
|
$ |
46,298,158 |
|
|
$ |
41,168,141 |
|
|
$ |
46,456,958 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate mortgages |
|
$ |
259,617 |
|
|
$ |
327,059 |
|
|
$ |
381,468 |
|
|
$ |
449,626 |
|
|
$ |
542,478 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonperforming real estate mortgages |
|
$ |
1,115 |
|
|
$ |
370 |
|
|
$ |
312 |
|
|
$ |
466 |
|
|
$ |
2,375 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate mortgages past due 90 days or more and still
accruing interest(1) |
|
$ |
2,515 |
|
|
$ |
2,295 |
|
|
$ |
2,854 |
|
|
$ |
4,557 |
|
|
$ |
6,418 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest contractually due during the year on nonaccrual loans |
|
$ |
57 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest actually received during the year on nonaccrual loans |
|
$ |
30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Only government guaranteed/insured loans continue to accrue interest after they
become 90 days past due. |
101
Allowance for Credit Losses
Activity in the allowance for credit losses for each of the five years in the period ended December
31, 2009 is presented below. All activity relates to domestic real estate mortgage loans.
ALLOWANCE FOR CREDIT LOSSES
(In thousands of dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
Balance, beginning of year |
|
$ |
261 |
|
|
$ |
263 |
|
|
$ |
267 |
|
|
$ |
294 |
|
|
$ |
355 |
|
Chargeoffs |
|
|
(21 |
) |
|
|
(2 |
) |
|
|
(4 |
) |
|
|
(27 |
) |
|
|
(5 |
) |
Provision (release
of allowance) for
credit losses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(56 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, end of year |
|
$ |
240 |
|
|
$ |
261 |
|
|
$ |
263 |
|
|
$ |
267 |
|
|
$ |
294 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Geographic Concentration of Mortgage Loans
The following table presents the geographic concentration of the Banks mortgage loan portfolio as
of December 31, 2009.
GEOGRAPHIC CONCENTRATION OF MORTGAGE LOANS
|
|
|
|
|
Midwest (IA, IL, IN, MI, MN, ND, NE, OH, SD, and WI) |
|
|
12.7 |
% |
Northeast (CT, DE, MA, ME, NH, NJ, NY, PA, PR, RI, VI, and VT) |
|
|
0.9 |
|
Southeast (AL, DC, FL, GA, KY, MD, MS, NC, SC, TN, VA, and WV) |
|
|
12.8 |
|
Southwest (AR, AZ, CO, KS, LA, MO, NM, OK, TX, and UT) |
|
|
71.6 |
|
West (AK, CA, GU, HI, ID, MT, NV, OR, WA, and WY) |
|
|
2.0 |
|
|
|
|
|
|
|
|
100.0 |
% |
|
|
|
|
Deposits
Time deposits in denominations of $100,000 or more totaled $155.9 million at December 31, 2009.
These deposits mature as follows: $154.8 million in less than three months, $0.9 million in three
to six months and $0.2 million in six to twelve months.
Short-term Borrowings
Borrowings (other than consolidated obligation bonds) with original maturities of one year or less
are classified as short-term. Supplemental information regarding the Banks discount notes for the
years ended December 31, 2009, 2008 and 2007 is provided in the following table.
DISCOUNT NOTE BORROWINGS
(In millions of dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
Outstanding at year-end |
|
$ |
8,762 |
|
|
$ |
16,745 |
|
|
$ |
24,120 |
|
Weighted average rate at year-end |
|
|
0.27 |
% |
|
|
2.65 |
% |
|
|
4.20 |
% |
Daily average outstanding for the
year |
|
$ |
14,752 |
|
|
$ |
18,851 |
|
|
$ |
11,336 |
|
Weighted average rate for the year |
|
|
1.40 |
% |
|
|
2.77 |
% |
|
|
4.90 |
% |
Highest outstanding at any
month-end |
|
$ |
21,926 |
|
|
$ |
23,084 |
|
|
$ |
24,120 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
102
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk
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 Banks 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. In addition, discounts in the
market prices of securities held by the Bank that are related primarily to credit concerns and a
lack of market liquidity rather than interest rates have had an impact on the Banks estimated
market value of equity and related risk metrics during 2009 and 2008.
The terms of member advances, investment securities and consolidated obligations may present
interest rate risk and/or embedded option risk. As discussed in Managements Discussion and
Analysis of Financial Condition and Results of Operations, the Bank makes extensive use of
derivative financial instruments, primarily interest rate swaps and caps, to manage the risk
arising from these sources.
The Bank has investments in residential mortgage-related assets, primarily CMOs and, to a much
smaller extent, MPF mortgage loans, both of which present prepayment risk. This risk arises from
the mortgagors option to prepay their mortgages, making the effective maturities of these
mortgage-based assets relatively more sensitive to changes in interest rates and other factors that
affect the mortgagors decisions to repay their mortgages as compared to other long-term investment
securities that do not have prepayment features. Historically, a decline in interest rates has
generally resulted in accelerated mortgage refinancing activity, thus increasing prepayments and
thereby shortening the effective maturity of the mortgage-related assets. Conversely, rising rates
generally slow prepayment activity and lengthen a mortgage-related assets 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.
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. Since the Bank generally purchases mortgage-backed securities with the
intent and expectation of holding them to maturity, the Banks risk management activities related
to these securities are focused on those interest rate factors that pose a risk to the Banks
future earnings. As current liquidity discounts in the price for some of these securities
indicate, these interest rate factors may not be the same factors that are driving the market
prices of the securities.
The Bank utilizes a variety of risk measurements to monitor its interest rate risk. The Bank has
made a substantial investment in sophisticated financial modeling systems to measure and analyze
interest rate risk. These systems enable the Bank to routinely and regularly measure its market
value of equity and income sensitivity profiles under a variety of interest rate scenarios. Since
the Banks valuation models are not necessarily intended to differentiate between reductions in
market value arising from liquidity discounts, such as those reflected in the market prices for
many securities in 2009 and 2008, and those arising from changes in interest rate related factors,
management routinely performs further analysis to separate interest rate risk related factors from
liquidity discount factors. Management regularly monitors the information derived from these
models and provides the Banks Board of Directors with risk measurement reports. The Bank utilizes
these periodic assessments, in combination with its evaluation of the factors influencing the
results, when developing its funding and hedging strategies.
The Banks 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.
103
Business Objectives
The Bank serves as a financial intermediary between the capital markets and its members. In its
most basic form, this intermediation process involves raising funds by issuing consolidated
obligations in the capital markets and lending the proceeds to member institutions at slightly
higher rates. The interest spread between the cost of the Banks liabilities and the yield on its
assets, combined with the earnings on its invested capital, are the Banks primary sources of
earnings. The Banks primary asset liability management goal is to manage its assets and
liabilities in such a way that its current and projected net interest spread is consistent across a
wide range of interest rate environments, although the Bank may occasionally take actions that are
not necessarily consistent with this objective for short periods of time in response to unusual
market conditions.
The objective of maintaining a stable interest spread is complicated under normal conditions by the
fact that the intermediation process outlined above cannot be executed for all of the Banks assets
and liabilities on an individual basis. In the course of a typical business day, the Bank
continuously offers a wide range of fixed and floating rate advances with maturities ranging from
overnight to 30 years that members can borrow in amounts that meet their specific funding needs at
any given point in time. At the same time, the Bank issues consolidated obligations to investors
who have their own set of investment objectives and preferences for the terms and maturities of
securities that they are willing to purchase.
Since it is not possible to consistently issue debt simultaneously with the issuance of an advance
to a member in the same amount and with the same terms as the advance, or to predict what types of
advances members might want or what types of consolidated obligations investors might be willing to
buy on any particular day, the Bank must have a ready supply of funds on hand at all times to meet
member advance demand. As conditions in the credit markets deteriorated in late 2008, the
importance of the Bank having a ready supply of funds on hand to meet member advances demand became
even more evident.
In order to have a ready supply of funds, the Bank typically issues debt as opportunities arise in
the market, and makes the proceeds of those debt issuances (many of which bear fixed interest
rates) available for members to borrow in the form of advances. During the early part of the
fourth quarter of 2008, as credit market conditions deteriorated, the Bank decided to issue a
sufficient quantity of discount notes and bonds with terms ranging from three to twelve months to
ensure the Bank would have adequate liquidity throughout the year-end period to meet member advance
demand. A consequence of this decision was a temporary increase in the Banks interest rate risk.
As yields on the Banks short-term assets fell sharply later in the fourth quarter, the impact of
that interest rate risk was realized in the form of negative carry on the short-term assets
(short-term advances and federal funds sold) funded by those liabilities in the fourth quarter of
2008 and the first quarter of 2009. The negative impact of this debt was minimal during the last
nine months of 2009 as much of the relatively high cost debt issued in late 2008 matured in the
first quarter of 2009.
As indicated by the Banks experience in the fourth quarter of 2008, holding fixed rate liabilities
in anticipation of member borrowing subjects the Bank to interest rate risk, and there is no
assurance in any event that members will borrow from the Bank in quantities or maturities that will
match these warehoused liabilities. Therefore, in order to intermediate the mismatches between
advances with certain terms and features, and consolidated obligations with a different set of
terms and features, the Bank typically converts both assets and liabilities to a LIBOR floating
rate index, and attempts to manage the interest spread between the pools of floating rate assets
and liabilities.
This process of intermediating the timing, structure, and amount of Bank members credit needs with
the investment requirements of the Banks creditors is made possible by the extensive use of
interest rate exchange agreements. The Banks general practice is, as often as practical, to
contemporaneously execute interest rate exchange agreements when acquiring assets and/or issuing
liabilities in order to convert the cash flows to LIBOR floating rates. Doing so reduces the
Banks interest rate risk exposure, which allows it to preserve the value of, and earn more stable
returns on, members capital investment.
However, in the normal course of business, the Bank also acquires assets with structural
characteristics that reduce the Banks ability to enter into interest rate exchange agreements
having mirror image terms. These assets include small fixed rate, fixed term advances; small fixed
schedule amortizing advances; and floating rate mortgage-related securities with embedded caps.
These assets require the Bank to employ risk management strategies in which the
104
Bank hedges against aggregated risks. The Bank may use fixed rate, callable or non-callable debt
or interest rate exchange agreements, such as fixed-for-floating interest rate swaps, floating rate
basis swaps or interest rate caps, to manage these aggregated risks.
Interest Rate Risk Measurement
As discussed above, the Bank measures its market risk regularly and generally manages its market
risk within its Risk Management Policy limits on estimated market value of equity losses under 200
basis point interest rate shock scenarios. The Risk Management Policy articulates the Banks
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. This limitation
was adopted concurrently with the Banks conversion to its new capital structure in September 2003.
The Bank was in compliance with this limit at all times from its adoption in September 2003
through October 2008. As discussed in more detail below, this risk metric exceeded the Banks
policy limit at several month ends in 2009 and late 2008 due in part to factors other than interest
rate risk.
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 Banks interest rate risk and, accordingly, have been designed for that purpose rather
than for purposes of fair value disclosure under GAAP. The base case market value of equity is
calculated by determining the estimated fair value of each instrument on the Banks balance sheet,
and subtracting the estimated aggregate fair value of the Banks liabilities from the estimated
aggregate fair value of the Banks assets. For purposes of these calculations, mandatorily
redeemable capital stock is treated as equity rather than as a liability. The fair values of the
Banks 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 estimated
current 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, excess
REFCORP contributions, other assets, payables for AHP and REFCORP, and other liabilities at their
recorded carrying amounts.
For purposes of compliance with the Banks 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 Banks equity (the net value of its portfolio of assets, liabilities and interest rate
derivatives) to 200 basis point parallel shifts in interest rates. In addition, the Bank routinely
performs projections of its future earnings over a rolling horizon that includes the current year
and at least the next two calendar years under a variety of interest rate and business
environments.
Between December 2008 and December 2009, under scenarios that estimated the market value of equity
under up 200 basis point parallel interest rate shocks, the percentage decrease in the estimated
market value of equity from the base case ranged from 11.14 percent to 20.57 percent. The
percentage decrease in the estimated market value of equity from the base case exceeded the Banks
policy limits in December 2008, January 2009, February 2009, May 2009, June 2009 and July 2009. As
discussed below, the Bank believes the magnitude of these changes was related primarily to
liquidity discounts in the market values of its MBS and did not represent a change in the Banks
interest rate risk position.
The following table provides the Banks 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 during the period from December 2008 through
December 2009. In addition, the table provides the percentage change in estimated market value of
equity under each of these shock scenarios for the indicated periods.
105
MARKET VALUE OF EQUITY
(dollars in billions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Up 200 Basis Points(1) |
|
Down 200 Basis Points(2) |
|
Up 100 Basis Points(1) |
|
Down 100 Basis Points(2) |
|
|
Base Case |
|
Estimated |
|
Percentage |
|
Estimated |
|
Percentage |
|
Estimated |
|
Percentage |
|
Estimated |
|
Percentage |
|
|
Market |
|
Market |
|
Change |
|
Market |
|
Change |
|
Market |
|
Change |
|
Market |
|
Change |
|
|
Value |
|
Value |
|
from |
|
Value |
|
from |
|
Value |
|
from |
|
Value |
|
from |
|
|
of Equity |
|
of Equity |
|
Base Case(3) |
|
of Equity |
|
Base Case(3) |
|
of Equity |
|
Base Case(3) |
|
of Equity |
|
Base Case(3) |
December 2008
|
|
|
2.635 |
|
|
|
2.093 |
|
|
-20.57%
|
|
|
* |
|
|
|
* |
|
|
|
2.391 |
|
|
-9.26%
|
|
|
* |
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 2009
|
|
|
2.525 |
|
|
|
2.089 |
|
|
-17.27%
|
|
|
* |
|
|
|
* |
|
|
|
2.312 |
|
|
-8.44%
|
|
|
* |
|
|
|
* |
|
February 2009
|
|
|
2.552 |
|
|
|
2.154 |
|
|
-15.60%
|
|
|
* |
|
|
|
* |
|
|
|
2.352 |
|
|
-7.84%
|
|
|
* |
|
|
|
* |
|
March 2009
|
|
|
2.685 |
|
|
|
2.304 |
|
|
-14.19%
|
|
|
* |
|
|
|
* |
|
|
|
2.513 |
|
|
-6.41%
|
|
|
* |
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 2009
|
|
|
2.606 |
|
|
|
2.264 |
|
|
-13.12%
|
|
|
* |
|
|
|
* |
|
|
|
2.449 |
|
|
-6.02%
|
|
|
* |
|
|
|
* |
|
May 2009
|
|
|
2.558 |
|
|
|
2.165 |
|
|
-15.36%
|
|
|
* |
|
|
|
* |
|
|
|
2.367 |
|
|
-7.47%
|
|
|
* |
|
|
|
* |
|
June 2009
|
|
|
2.713 |
|
|
|
2.246 |
|
|
-17.21%
|
|
|
* |
|
|
|
* |
|
|
|
2.492 |
|
|
-8.15%
|
|
|
* |
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 2009
|
|
|
2.545 |
|
|
|
2.119 |
|
|
-16.74%
|
|
|
* |
|
|
|
* |
|
|
|
2.350 |
|
|
-7.66%
|
|
|
* |
|
|
|
* |
|
August 2009
|
|
|
2.793 |
|
|
|
2.412 |
|
|
-13.64%
|
|
|
* |
|
|
|
* |
|
|
|
2.623 |
|
|
-6.09%
|
|
|
* |
|
|
|
* |
|
September 2009
|
|
|
2.842 |
|
|
|
2.452 |
|
|
-13.72%
|
|
|
* |
|
|
|
* |
|
|
|
2.667 |
|
|
-6.16%
|
|
|
* |
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 2009
|
|
|
2.721 |
|
|
|
2.382 |
|
|
-12.46%
|
|
|
* |
|
|
|
* |
|
|
|
2.576 |
|
|
-5.33%
|
|
|
* |
|
|
|
* |
|
November 2009
|
|
|
2.789 |
|
|
|
2.472 |
|
|
-11.37%
|
|
|
2.895 |
|
|
|
3.80 |
% |
|
|
2.656 |
|
|
-4.77%
|
|
|
2.865 |
|
|
|
2.72 |
% |
December 2009
|
|
|
2.836 |
|
|
|
2.520 |
|
|
-11.14%
|
|
|
2.947 |
|
|
|
3.91 |
% |
|
|
2.700 |
|
|
-4.80%
|
|
|
2.908 |
|
|
|
2.54 |
% |
|
|
|
* |
|
Due to the low interest rate environments that existed during these time periods, the down 100 and 200 basis point parallel shifts in interest rates
were not considered meaningful. |
|
(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 was calculated for November 2009 and December 2009
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. |
As reflected in the preceding table, the Banks estimated market value of equity was less
sensitive to changes in interest rates at December 31, 2009 than at December 31, 2008. This
reduced sensitivity, which is also reflected by a decrease in the Banks estimated duration of
equity over the same period as shown in the table below, is primarily attributable to modest
improvements in financial market conditions, which have contributed to a reduction in the liquidity
discounts for the Banks MBS.
The elevated level of sensitivity of the Banks estimated market value of equity to changes in
interest rates, which was also reflected by a relatively high estimated duration of equity as shown
in the table below, was primarily attributable to low estimated values for the Banks MBS and the
related sensitivity of the estimated value of its MBS portfolio to changes in interest rates.
Although the Banks MBS portfolio is comprised predominantly of securities with coupons that float
at a fixed spread to one-month LIBOR, the estimated market value of these securities was sensitive
to changes in interest rates due to the combination of low estimated base case market values,
historically wide market spreads for similar securities relative to their repricing index, the low
absolute level of short-term interest rates, increases in the sensitivity of estimated prepayments
and the corresponding sensitivity in market value related to the timing of the recapture of
discounts, and changes in the value of embedded coupon caps.
The Banks analyses indicated that the elevated level of its market value sensitivity measures was
due in large part to the liquidity discounts for its MBS as opposed to an increase in the level of
its interest rate risk. Because the Bank has the intent and ability to hold the securities in its
MBS portfolio to maturity, and because the elevated level of sensitivity was generally attributable
to non-interest rate risk related factors, the Banks management and Board of Directors determined
that the exceptions to its policy guidelines in 2009 and 2008 were temporary and did not represent
a significant change in the Banks interest rate risk profile.
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 instruments cash flows, weighted by the
present value of those cash flows. As such, duration provides an estimate of an instruments
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
106
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 instruments
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
portfolios sensitivity to interest rate movements. These additive properties can be applied to
the assets and liabilities on the Banks balance sheet. The difference between the combined
durations of the Banks 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 Banks
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 Banks 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 Banks equity to changes
in market interest rates referred to as the duration of equity. Duration of equity is the market
value weighted duration of assets minus the market value weighted duration of liabilities divided
by the market value of equity.
The significance of an entitys duration of equity is that it can be used to describe the
sensitivity of the entitys 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 Banks 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 Banks 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 Banks
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
Banks 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 Banks 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 during the period from December 2008 through December 2009.
107
DURATION ANALYSIS
(Expressed in Years)
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base Case Interest Rates |
|
|
|
|
Asset |
|
Liability |
|
Duration |
|
Duration |
|
Duration of Equity |
|
|
Duration |
|
Duration |
|
Gap |
|
of Equity |
|
Up 100(1) |
|
Up 200(1) |
|
Down 100(2) |
|
Down 200(2) |
December 2008
|
|
|
0.56 |
|
|
|
(0.37 |
) |
|
|
0.19 |
|
|
|
6.36 |
|
|
|
13.42 |
|
|
|
14.38 |
|
|
*
|
|
|
* |
|
|
January 2009
|
|
|
0.58 |
|
|
|
(0.36 |
) |
|
|
0.22 |
|
|
|
7.04 |
|
|
|
10.31 |
|
|
|
10.52 |
|
|
*
|
|
|
* |
|
February 2009
|
|
|
0.55 |
|
|
|
(0.33 |
) |
|
|
0.22 |
|
|
|
6.78 |
|
|
|
8.89 |
|
|
|
9.06 |
|
|
*
|
|
|
* |
|
March 2009
|
|
|
0.52 |
|
|
|
(0.35 |
) |
|
|
0.17 |
|
|
|
4.64 |
|
|
|
8.42 |
|
|
|
9.00 |
|
|
*
|
|
|
* |
|
|
April 2009
|
|
|
0.53 |
|
|
|
(0.34 |
) |
|
|
0.19 |
|
|
|
5.24 |
|
|
|
8.31 |
|
|
|
9.08 |
|
|
*
|
|
|
* |
|
May 2009
|
|
|
0.53 |
|
|
|
(0.30 |
) |
|
|
0.23 |
|
|
|
6.57 |
|
|
|
8.87 |
|
|
|
9.69 |
|
|
*
|
|
|
* |
|
June 2009
|
|
|
0.58 |
|
|
|
(0.30 |
) |
|
|
0.28 |
|
|
|
7.53 |
|
|
|
9.76 |
|
|
|
11.88 |
|
|
*
|
|
|
* |
|
|
July 2009
|
|
|
0.58 |
|
|
|
(0.33 |
) |
|
|
0.25 |
|
|
|
7.04 |
|
|
|
10.21 |
|
|
|
12.39 |
|
|
*
|
|
|
* |
|
August 2009
|
|
|
0.52 |
|
|
|
(0.33 |
) |
|
|
0.19 |
|
|
|
5.04 |
|
|
|
7.74 |
|
|
|
9.67 |
|
|
*
|
|
|
* |
|
September 2009
|
|
|
0.53 |
|
|
|
(0.33 |
) |
|
|
0.20 |
|
|
|
5.15 |
|
|
|
7.91 |
|
|
|
9.54 |
|
|
*
|
|
|
* |
|
|
October 2009
|
|
|
0.51 |
|
|
|
(0.34 |
) |
|
|
0.17 |
|
|
|
4.30 |
|
|
|
7.01 |
|
|
|
9.09 |
|
|
*
|
|
|
* |
|
November 2009
|
|
|
0.45 |
|
|
|
(0.30 |
) |
|
|
0.15 |
|
|
|
3.92 |
|
|
|
6.21 |
|
|
|
8.25 |
|
|
2.16
|
|
|
1.30 |
|
December 2009
|
|
|
0.46 |
|
|
|
(0.31 |
) |
|
|
0.15 |
|
|
|
3.65 |
|
|
|
6.04 |
|
|
|
7.90 |
|
|
2.49
|
|
|
1.73 |
|
|
|
|
* |
|
Due to the low interest rate environments that existed during these time periods, the down 100 and 200 basis point parallel shifts in interest rates
were not considered meaningful. |
|
(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 for November 2009 and December 2009 under
assumed instantaneous -100 and -200 basis point parallel shifts in interest rates, subject to a floor of 0.35 percent. |
As shown above, the Banks duration of equity decreased from 6.36 years at December 31, 2008
to 3.65 years at December 31, 2009, indicating that the Banks market value of equity is less
sensitive to changes in interest rates at December 31, 2009. This contraction is consistent with
the reduction in the sensitivity of the Banks market value of equity to 200 basis point interest
rate shocks as discussed above, and is primarily attributable to the reductions in the liquidity
discounts cited above.
Duration of equity measures the impact of a parallel shift in interest rates on an entitys 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 Banks 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 Banks 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 7 defined individual maturity points on the yield curve. In
addition, for the 10-year maturity point key rate duration, the Bank has established a separate
limit of 15 years. The Bank calculates these metrics monthly and was in compliance with these
policy limits at each month end during the year ended December 31, 2009.
Interest Rate Risk Components
The Bank manages the interest rate risk of a significant percentage of its assets and liabilities
on a transactional basis. Using interest rate exchange agreements, the Bank pays (in the case of
an asset) or receives (in the case of a
liability) a coupon that is identical or nearly identical to the balance sheet item, and receives
or pays in return,
108
respectively, a floating rate typically indexed to LIBOR. The combination of the
interest rate exchange agreement with the balance sheet item has the effect of reducing the
duration of the asset or liability to the term to maturity of the LIBOR index, which is typically
either one month or three months. After converting the assets and liabilities to LIBOR, the Bank
can then focus on managing the spread between the assets and liabilities while remaining relatively
insensitive to overall movements in market interest rates.
Because individual assets and liabilities are typically converted to floating rates at the time
they are acquired, mismatches can develop between the reset dates for aggregate balances of
floating rate assets and floating rate liabilities. The mismatch between the average time to
repricing of the assets and the liabilities converted to floating rates in this manner can,
however, cause the Banks duration of equity to fluctuate by as much as 0.50 years from month to
month. While the realization of these reset timing differences is generally not material to the
Banks results of operations under normal market conditions in which one- and three-month LIBOR
rates change in relatively modest increments, these reset timing differences had a more significant
impact during early 2009 and at various times during 2008 due to the greatly increased volatility
of short-term LIBOR rates. As a result, the Bank analyzes these reset timing differences and
periodically enters into hedging transactions, such as basis swaps or forward rate agreements, to
reduce the risk they pose to the Banks periodic earnings.
In the normal course of business, the Bank also acquires assets whose structural characteristics
and/or size limit the Banks ability to enter into interest rate exchange agreements having mirror
image cash flows. These assets include fixed rate, fixed-schedule, amortizing advances and
mortgage-related assets. The Bank manages the interest rate risk of these assets by issuing
non-callable liabilities, and by entering into interest rate exchange agreements that are not
designated against specific assets or liabilities for accounting purposes (stand-alone or economic
derivatives). These hedging transactions serve to preserve the value of the asset and minimize the
impact of changes in interest rates on the spread between the asset and liability due to maturity
mismatches.
In the normal course of business, the Bank may issue fixed rate advances in relatively small blocks
(e.g., $1.0 $5.0 million) that are too small to efficiently hedge on an individual basis. These
advances may require repayment of the entire principal at maturity or may have fixed amortization
schedules that require repayment of portions of the original principal each month or at other
specified intervals over their term. This activity tends to extend the Banks duration of equity.
To monitor and hedge this risk, the Bank periodically evaluates the volume of such advances and
issues a corresponding amount of fixed rate debt with similar maturities or enters into interest
rate swaps to offset the interest rate risk created by the pool of fixed rate assets.
As of December 31, 2009, the Bank also held approximately $11.5 billion of floating rate CMOs that
reset monthly in accordance with one-month LIBOR, but that contain terms that will cap their
interest rates at levels predominantly between 6.0 and 7.0 percent. To offset a portion of the
potential risk that the coupons on these securities might reach their caps at some point in the
future, the Bank currently holds a total of $3.75 billion of stand-alone interest rate caps with
strike rates ranging from 6.0 percent to 7.0 percent and maturities ranging from 2013 to 2016. The
Bank periodically evaluates the residual risk of the caps embedded in the CMOs and determines
whether to purchase additional caps.
Because the majority of the Banks floating rate debt is indexed to three-month LIBOR, the Banks
portfolio of floating rate CMOs and other assets indexed to one-month LIBOR also presents risk to
periodic changes in the spread between one- and three-month LIBOR. To offset this risk, the Bank
maintains a substantial portfolio of basis swaps that convert three-month repricing debt to
one-month repricing frequency.
In practice, management analyzes a variety of factors in order to assess the suitability of the
Banks interest rate exposure within the established risk limits. These factors include current
and projected market conditions, including possible changes in the level, shape, and volatility of
the term structure of interest rates, possible changes to the composition of the Banks balance
sheet, and possible changes in the delivery channels for the Banks assets, liabilities, and
hedging instruments. Many of these same variables are also included in the Banks income modeling
processes. While management considered the Banks interest rate risk profile to be appropriate
given market conditions during 2008 and 2009, including, as discussed above, at times when certain
risk metrics exceeded the Banks policy guidelines, the Bank may adjust its exposure to market
interest rates based on the results of its analyses of the impact of these conditions on future
earnings.
109
As noted above, the Bank typically manages interest rate risk on a transaction by transaction basis
as much as possible. To the extent that the Bank finds it necessary or appropriate to modify its
interest rate risk position, it would normally do so through one or more cash or interest rate
derivative transactions, or a combination of both. For instance, if the Bank wished to shorten its
duration of equity, it would typically do so by issuing additional fixed rate debt with maturities
that correspond to the maturities of specific assets or pools of assets that have not previously
been hedged. This same result might also be implemented by executing one or more interest rate
swaps to convert specific assets from a fixed rate to a floating rate of interest. A similar
approach would be taken if the Bank determined it was appropriate to extend rather than shorten its
duration.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Banks annual audited financial statements for the years ended December 31, 2009, 2008 and
2007, together with the notes thereto and the report of PricewaterhouseCoopers LLP thereon, are
included in this Annual Report on pages F-1 through F-51.
The following is a summary of the Banks unaudited quarterly operating results for the years ended
December 31, 2009 and 2008.
110
SELECTED QUARTERLY FINANCIAL DATA
(Unaudited, in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2009 |
|
|
|
First |
|
|
Second |
|
|
Third |
|
|
Fourth |
|
|
|
|
|
|
Quarter |
|
|
Quarter |
|
|
Quarter |
|
|
Quarter |
|
|
Total |
|
Interest income |
|
$ |
304,088 |
|
|
$ |
232,314 |
|
|
$ |
170,073 |
|
|
$ |
130,989 |
|
|
$ |
837,464 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income (expense) |
|
|
(22,827 |
) |
|
|
14,753 |
|
|
|
33,510 |
|
|
|
51,040 |
|
|
|
76,476 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Realized gain on sale of available-for-sale security |
|
|
843 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
843 |
|
Credit component of other-than temporary
impairment losses on held-to-maturity securities |
|
|
(17 |
) |
|
|
(654 |
) |
|
|
(2,312 |
) |
|
|
(1,039 |
) |
|
|
(4,022 |
) |
Net gain (loss) on trading securities |
|
|
(79 |
) |
|
|
257 |
|
|
|
286 |
|
|
|
122 |
|
|
|
586 |
|
Net gains on derivatives and hedging activities |
|
|
126,831 |
|
|
|
33,903 |
|
|
|
14,080 |
|
|
|
18,295 |
|
|
|
193,109 |
|
Gains on early extinguishment of debt |
|
|
|
|
|
|
176 |
|
|
|
|
|
|
|
377 |
|
|
|
553 |
|
Service fees and other, net |
|
|
2,304 |
|
|
|
2,419 |
|
|
|
2,332 |
|
|
|
2,231 |
|
|
|
9,286 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other expense |
|
|
18,392 |
|
|
|
15,832 |
|
|
|
23,880 |
|
|
|
17,186 |
|
|
|
75,290 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
65,139 |
|
|
|
25,727 |
|
|
|
17,643 |
|
|
|
39,555 |
|
|
|
148,064 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2008 |
|
|
|
First |
|
|
Second |
|
|
Third |
|
|
Fourth |
|
|
|
|
|
|
Quarter |
|
|
Quarter |
|
|
Quarter |
|
|
Quarter |
|
|
Total |
|
Interest income |
|
$ |
636,972 |
|
|
$ |
529,393 |
|
|
$ |
547,794 |
|
|
$ |
580,577 |
|
|
$ |
2,294,736 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income (expense) |
|
|
47,449 |
|
|
|
52,377 |
|
|
|
62,106 |
|
|
|
(11,574 |
) |
|
|
150,358 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net gains (losses) on available-for-sale securities |
|
|
|
|
|
|
2,794 |
|
|
|
(2,476 |
) |
|
|
(1,237 |
) |
|
|
(919 |
) |
Net losses on trading securities |
|
|
(133 |
) |
|
|
|
|
|
|
(157 |
) |
|
|
(337 |
) |
|
|
(627 |
) |
Net gains (losses) on derivatives and
hedging activities |
|
|
4,904 |
|
|
|
9,826 |
|
|
|
56,314 |
|
|
|
(64,365 |
) |
|
|
6,679 |
|
Gains on early extinguishment of debt |
|
|
5,656 |
|
|
|
1,910 |
|
|
|
|
|
|
|
1,228 |
|
|
|
8,794 |
|
Service fees and other, net |
|
|
2,304 |
|
|
|
2,484 |
|
|
|
1,509 |
|
|
|
2,356 |
|
|
|
8,653 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other expense |
|
|
17,579 |
|
|
|
14,125 |
|
|
|
15,093 |
|
|
|
18,016 |
|
|
|
64,813 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
|
31,254 |
|
|
|
40,575 |
|
|
|
75,070 |
|
|
|
(67,558 |
) |
|
|
79,341 |
|
The
decrease in net interest income and resulting negative net interest
income during the fourth
quarter of 2008 and the first quarter of 2009 resulted largely from actions the Bank took to ensure
its ability to provide liquidity to its members during a period of unusual market disruption. At
the height of the credit market disruptions in the early part of the fourth quarter of 2008, and in
order to ensure that the Bank would have sufficient liquidity on hand to fund member advances
throughout the year-end period, the Bank issued debt with maturities that extended into 2009
instead of issuing very short-maturity debt. As yields subsequently declined sharply on the Banks
short-term assets, including overnight federal funds sold and short-term advances to members, this
debt was carried at a negative spread. The negative impact of this debt was minimal in the last
nine months of 2009 as much of the relatively high cost debt issued in late 2008 matured in the
first quarter of 2009.
111
The fluctuations in net gains (losses) on derivatives and hedging activities during the third and
fourth quarters of 2008 and the first quarter of 2009 were due in part to fair value hedge
ineffectiveness gains and losses associated with the Banks consolidated obligation bonds. During
these periods, the hedge ineffectiveness gains (losses) associated with its consolidated obligation
bonds totaled $60.9 million, ($122.4 million) and $55.5 million, respectively. A substantial
portion of the Banks fixed rate consolidated obligation bonds are hedged with fixed-for-floating
interest rate swaps in long-haul hedging relationships. The floating legs of most of these interest
rate swaps reset every three months and are then fixed until the next reset date. These hedging
relationships have been, and are expected to continue to be, highly effective in achieving
offsetting changes in fair values attributable to the hedged risk. However, during periods in
which short-term rates are volatile (as they were in the latter part of 2008), the Bank can
experience increased earnings variability related to differences in the timing between changes in
short-term rates and interest rate resets on the floating legs of its interest rate swaps. While
changes in the values of the fixed rate leg of the interest rate swap and the fixed rate bond being
hedged substantially offset each other, when three-month LIBOR rates increase or decrease
dramatically between the reset date and the valuation date (three-month LIBOR rates rose
dramatically at the end of the third quarter of 2008 and decreased dramatically during the fourth
quarter of 2008), discounting the coupon rate cash flows being paid on the floating rate leg at the
prevailing market rate until the swaps next reset date can result in ineffectiveness-related gains
and losses that, while relatively small when expressed as prices, can be significant when evaluated
in the context of the Banks earnings. Because the Bank typically holds its interest rate swaps to
call or maturity, the impact of these ineffectiveness-related adjustments on earnings are generally
transitory, as they were in this case. With relatively stable three-month LIBOR rates during the
first quarter of 2009, the previous net ineffectiveness-related losses of $61.5 million for the
third and fourth quarters of 2008 substantially reversed (in the form of ineffectiveness-related
gains) during the first quarter of 2009. Because a large proportion of the assets funded with
swapped floating rate debt have floating rate coupons, the Bank has a much smaller balance of
swapped assets than liabilities, and a substantial portion of those assets qualify for and are
designated in short-cut hedging relationships. Consequently, the Bank did not experience similar
offsetting hedge ineffectiveness variability from its asset hedging activities.
In addition, as discussed previously in Item 7 Managements Discussion and Analysis of Financial
Condition and Results of Operations, changes in the fair values of the Banks stand-alone
derivatives can be a source of considerable volatility in the Banks earnings and were so
particularly in the latter half of 2008 and early 2009. In aggregate, the recorded fair value
changes in the Banks stand-alone derivatives were ($17.3 million), $60.0 million and $26.4 million
during the third quarter of 2008, the fourth quarter of 2008 and the first quarter of 2009,
respectively. The aggregate fair value changes in these derivatives were not as significant in the
other quarterly periods presented. Net interest income (expense) associated with the Banks
stand-alone derivatives is recorded in net gains (losses) on derivatives and hedging activities.
During the third and fourth quarters of 2008 and the first, second, third and fourth quarters of
2009, net interest income (expense) associated with these derivatives totaled $7.4 million, ($2.8
million), $46.1 million, $27.2 million, $19.7 million and $14.6 million, respectively.
In response to the provisions of the Pension Protection Act, the Bank made a $7.5 million
supplemental contribution to improve the funded status of its defined benefit pension plan in the
third quarter of 2009. This contribution is included in other expense for such period.
112
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Banks 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 Banks
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 Banks Chief Executive Officer and Chief Financial
Officer concluded that, as of the end of the period covered by this report, the Banks 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 SECs 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 Banks management, including its Chief
Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding
required disclosures.
Managements Report on Internal Control over Financial Reporting
Managements Report on Internal Control over Financial Reporting as of December 31, 2009 is
included herein on page F-2. The Banks independent registered public accounting firm,
PricewaterhouseCoopers LLP, has also issued a report regarding the effectiveness of the Banks
internal control over financial reporting as of December 31, 2009, which is included herein on page
F-3.
Changes in Internal Control over Financial Reporting
There were no changes in the Banks 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
December 31, 2009 that have materially affected, or are reasonably likely to materially affect, the
Banks internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
Director Elections
On October 20, 2009, the Bank completed its director election process for directorships commencing
on January 1, 2010. This process took place in accordance with the rules governing the election of
FHLBank directors as specified in the FHLB Act and the related regulations of the Finance Agency.
For a description of the Banks director election process, see Item 10 Directors, Executive
Officers and Corporate Governance.
For the member directorships commencing on January 1, 2010, there were seven nominees for two
member directorships representing the state of Texas, two nominees for one member directorship
representing the state of Arkansas and one nominee for one member directorship representing the
state of Louisiana. With one nominee for the member directorship representing the state of
Louisiana, members were not requested to cast votes for that position. There were no open member
directorships for the states of Mississippi or New Mexico. In addition, there were three nominees
for the three independent directorships commencing on January 1, 2010.
Julie A. Cripe and Robert M. Rigby, each representing the state of Texas, Charles G. Morgan, Jr.,
representing the state of Arkansas, and Anthony S. Sciortino, representing the state of Louisiana,
were elected to serve as member directors. In addition, C. Kent Conine, James W. Pate, II and John
P. Salazar were elected to serve as independent directors. Ms. Cripe and Messrs. Conine, Morgan,
Pate and Sciortino will each serve a four-year term that will expire on December 31, 2013. Messrs.
Rigby and Salazar will each serve a two-year term that will expire on
113
December 31, 2011. The election of these directors was reported under Item 5.02 of the Banks
Current Report on Form 8-K dated October 20, 2009 and filed with the SEC on October 26, 2009.
Member institutions may only cast votes for a nominee or abstain from voting and may not cast votes
against a nominee or indicate that they are withholding votes from a nominee.
There were 514 member institutions in Texas that were eligible to vote for member directors, of
which 173 institutions cast a total of 3,058,113 votes. The results of the election for the state
of Texas were as follows:
|
|
|
|
|
|
|
|
|
Member |
|
Number of Votes |
Nominee |
|
Institution |
|
Received |
Julie A. Cripe
|
|
OMNIBANK, N.A.
|
|
|
1,030,872 |
|
President/Chief Executive Officer
|
|
Houston, TX |
|
|
|
|
|
|
|
|
|
|
|
Robert M. Rigby
|
|
Liberty Bank
|
|
|
841,871 |
|
Market President
|
|
North Richland Hills, TX |
|
|
|
|
|
|
|
|
|
|
|
H. Gary Blankenship
|
|
Bank of the West
|
|
|
828,606 |
|
Chairman/Chief Executive Officer
|
|
Grapevine, TX |
|
|
|
|
|
|
|
|
|
|
|
W. Don Ellis
|
|
Patriot Bank
|
|
|
105,958 |
|
Chairman/Chief Executive Officer
|
|
Houston, TX |
|
|
|
|
|
|
|
|
|
|
|
Bramlet Beard
|
|
Ennis State Bank
|
|
|
101,574 |
|
President
|
|
Ennis, TX |
|
|
|
|
|
|
|
|
|
|
|
Jim Sturgeon
|
|
Founders Bank, SSB
|
|
|
78,856 |
|
President/Chief Executive Officer
|
|
Sugar Land, TX |
|
|
|
|
|
|
|
|
|
|
|
Duncan W. Stewart
|
|
Texas Citizens Bank, N.A.
|
|
|
70,376 |
|
Chairman/Chief Executive Officer
|
|
Pasadena, TX |
|
|
|
|
There were 125 member institutions in Arkansas that were eligible to vote for member directors, of
which 90 institutions cast a total of 709,577 votes. The results of the election for the state of
Arkansas were as follows:
|
|
|
|
|
|
|
|
|
Member |
|
Number of Votes |
Nominee |
|
Institution |
|
Received |
Charles G. Morgan, Jr.
|
|
Pine Bluff National Bank
|
|
|
430,610 |
|
President/Chief Executive Officer
|
|
Pine Bluff, AR |
|
|
|
|
|
|
|
|
|
|
|
Robert H. Adcock
|
|
Centennial Bank
|
|
|
278,967 |
|
Vice Chairman
|
|
Conway, AR |
|
|
|
|
There were 921 member institutions in the Banks five-state district that were eligible to vote for
the independent directorships, of which 248 institutions cast a total of 5,689,591 votes. Messrs.
Conine, Pate and Salazar received 1,980,491 votes, 1,729,565 votes and 1,979,535 votes,
respectively. Each nominee received at least 20 percent of the number of votes eligible to be cast
in the election to fill the directorship for which they were nominated.
Information regarding the Banks other directors whose terms of office continued after the election
process is provided in Item 10 Directors, Executive Officers and Corporate Governance. In
addition to the directors listed in Item 10, Tyson T. Abston and H. Gary Blankenship (each a member
director) and Willard L. Jackson, Jr. (an independent director) continued to serve as directors of
the Bank until their terms expired on December 31, 2009.
114
Amendment of Bylaws
On March 23, 2010, the Banks Board of Directors approved and adopted amendments to the Banks
bylaws (the Bylaws).
Certain amendments to the Banks Bylaws were required by the regulations of the Finance Agency
regarding the eligibility and election of directors. Specifically, Article III of the Bylaws was
amended: (i) to provide that the Board of Directors shall determine annually how many of its
independent directorships will be designated as public interest directorships, subject to a minimum
of two public interest directorships; (ii) to address the procedures that the Bank will use in
nominating persons for independent directorships and the election of independent directors; and
(iii) to address how and when the Board of Directors will consult with the Banks affordable
housing Advisory Council concerning independent director nominations. Articles II, III and IV of
the Bylaws were also revised to make technical corrections to conform the language of those
Articles to the Finance Agencys regulations.
In addition to the amendments required by the Finance Agencys regulations, as described above,
Article III of the Bylaws was revised to specify that the Banks directors will be compensated for
their time and reimbursed for their expenses in the performance of their duties in accordance with
resolutions adopted by the Board of Directors that comply with the rules and regulations of the
Finance Agency. Article IV of the Bylaws was revised to add the Strategic Planning Committee as a
standing committee of the Board of Directors. Article V of the Bylaws was revised by clarifying the
Banks officer categories, by confirming that a Bank officer ceases to be an officer upon
termination of employment with the Bank and by authorizing the Banks President to terminate the
employment of any Bank employee except the Director of Internal Audit. In addition to the
amendments described above, Articles II, III, IV, V and VII of the Bylaws were revised to make
technical corrections.
The foregoing description of the amendments to the Banks Bylaws is qualified in its entirety by
reference to the amended Bylaws, a marked copy (to show changes from the prior version) of which is
attached as Exhibit 3.2 to this report and incorporated herein by reference.
115
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Directors
On July 30, 2008, the President of the United States signed into law the Housing and Economic
Recovery Act of 2008 (the HER Act). Pursuant to the HER Act, each FHLBank is governed by a board
of directors of 13 persons or so many persons as the Director of the Finance Agency may determine.
The HER Act divides directors of FHLBanks into two classes. The first class is comprised of
member directors who are elected by the member institutions of each state in the FHLBanks
district to represent that state. The second class is comprised of independent directors who are
nominated by a FHLBanks board of directors, after consultation with its affordable housing
Advisory Council, and elected by the FHLBanks members at-large.
Pursuant to the HER Act and an implementing Finance Agency regulation, member directors must
constitute a majority of the members of the board of directors of each FHLBank and independent
directors must constitute at least 40 percent of the members of each board of directors. At least
two of the independent directors must be public interest directors with more than four years
experience representing consumer or community interests in banking services, credit needs, housing,
or consumer financial protections. Annually, the Board of Directors of the Bank is required to
determine how many of its independent directorships should be designated as public interest
directorships, provided that the Bank at all times has at least two public interest directorships.
By order of the Finance Agency on June 1, 2009, the Director of the Finance Agency designated that,
for 2010, the Bank would have 10 member directors and 7 independent directors. With respect to the
director elections that the Bank conducted during calendar year 2009, for terms beginning January
1, 2010, the order designated that two member directors would be elected in Texas, one member
director would be elected in Louisiana, one member director would be elected in Arkansas and three
independent directors would be elected.
Prior law called for each FHLBank to have 14 directors or, for FHLBanks with more than five states
in their district, so many as the Finance Board might determine. Of the 14 directors, eight were,
under the prior law, elective directors chosen by the members of each state and six were
appointive directors appointed by the Finance Board, which in recent years sought, but was not
bound by, nominations to fill such directorships submitted by the FHLBanks pursuant to applicable
regulations. Under prior law, if the Finance Board increased the number of directors above 14, it
also had the authority to increase the number of appointive directors to a number not exceeding 75
percent of the number of elective directors.
The term of office of each directorship commencing on or after January 1, 2009 is four years,
except as adjusted by the Finance Agency in order to achieve a staggered board of directors (such
that approximately one-fourth of the terms expire each year). Of the seven directors that were
elected for terms beginning January 1, 2010, five directors (C. Kent Conine, Julie A. Cripe,
Charles G. Morgan, Jr., James W. Pate, II and Anthony S. Sciortino) will serve four-year terms that
will expire on December 31, 2013 and two directors (Robert M. Rigby and John P. Salazar) will serve
two-year terms that will expire on December 31, 2011. The HER Act, as clarified by the
implementing Finance Agency regulation, did not change the terms of office of then existing FHLBank
directors, which directors will remain directors until completion of their current terms of office.
Under prior law, directors were elected or appointed to serve three-year terms.
Director terms commence on January 1 (except in instances where a vacancy is filled, as further
discussed below) and end on December 31. Directors (both member and independent) cannot serve more
than three consecutive full terms.
Member (Formerly Elective) Directors
Each year the Finance Agency designates the number of member directorships for each state in the
Banks district. The Finance Agency allocates the member directorships among the states in the
Banks district as follows: (1) one member directorship is allocated to each state; (2) if the
total number of member directorships allocated pursuant to clause (1) is less than eight, the
Finance Agency allocates additional member directorships among the states using the method of equal
proportions (which is the same equal proportions method used to apportion seats in the House
116
of Representatives among states) until the total allocated for the Bank equals eight; (3) if the
number of member directorships allocated to any state pursuant to clauses (1) and (2) is less than
the number that was allocated to that state on December 31, 1960, the Finance Agency allocates such
additional member directorships to that state until the total allocated to that state equals the
number allocated to that state on December 31, 1960; and (4) after consultation with the Bank, the
Finance Agency may approve additional discretionary member directorships. For 2009 and 2010, the
Finance Agency designated the Banks member directorships as follows: Arkansas 1; Louisiana 2
(the grandfather provision in clause (3) of the preceding sentence guarantees Louisiana two of the
member directorships in the Banks district); Mississippi 1; New Mexico 1; and Texas 5 (the
number of member directorships for Texas includes one discretionary member directorship).
To be eligible to serve as a member director, a candidate must be: (1) a citizen of the United
States and (2) an officer or director of a member institution that is located in the represented
state and that meets all of the minimum capital requirements established by its federal or state
regulator. For purposes of election of directors, a member is deemed to be located in the state in
which a members principal place of business is located as of December 31 of the calendar year
immediately preceding the election year (Record Date). A members principal place of business is
the state in which such member maintains its home office as established in conformity with the laws
under which it is organized; provided, however, a member may request in writing to the FHLBank in
the district where such member maintains its home office that a state other than the state in which
it maintains its home office be designated as its principal place of business. Within 90 calendar
days of receipt of such written request, the board of directors of the FHLBank in the district
where the member maintains its home office shall designate a state other than the state where the
member maintains its home office as the members principal place of business, provided all of the
following criteria are satisfied: (a) at least 80 percent of such members accounting books,
records, and ledgers are maintained, located or held in such designated state; (b) a majority of
meetings of such members board of directors and constituent committees are conducted in such
designated state; and (c) a majority of such members five highest paid officers have their place
of employment located in such designated state.
Candidates for member directorships are nominated by members located in the state to be represented
by that particular directorship. Member directors may be elected without a vote by members if the
number of nominees from a state is equal to or less than the number of directorships to be filled
from that state. In that case, the Bank will notify the members in the affected voting state in
writing (in lieu of providing a ballot) that the directorships are to be filled without an election
due to a lack of nominees.
For each member directorship that is to be filled in an election, each member institution that is
located in the state to be represented by the directorship is entitled to cast one vote for each
share of capital stock that the member was required to hold as of the Record Date; provided,
however, that the number of votes that any member may cast for any one directorship cannot exceed
the average number of shares of capital stock that are required to be held as of the Record Date by
all members located in the state to be represented. The effect of limiting the number of shares
that a member may vote to the average number of shares required to be held by all members in the
members state is generally to equalize voting rights among members. Members required to hold the
largest number of shares above the average generally have proportionately less voting power, and
members required to hold a number of shares closer to or below such average have proportionately
greater voting power than would be the case if each member were entitled to cast one vote for each
share of stock it was required to hold. A member may not split its votes among multiple nominees
for a single directorship, nor, where there are multiple directorships to be filled for a voting
state, may it cumulatively vote for a single nominee. Any ballots cast in violation of these
restrictions are void.
No shareholder meetings are held for the election of directors; the entire election process is
conducted by mail. The Banks Board of Directors does not solicit proxies, nor are member
institutions permitted to solicit or use proxies to cast their votes in an election. Except as set
forth in the next sentence, no director, officer, employee, attorney or agent of the Bank may (i)
communicate in any manner that a director, officer, employee, attorney or agent of the Bank,
directly or indirectly, supports or opposes the nomination or election of a particular individual
for a member directorship or (ii) take any other action to influence the voting with respect to any
particular individual. A Bank director, officer, employee, attorney or agent may, acting in his or
her personal capacity, support the nomination or election of any individual for a member
directorship, provided that no such individual may purport to represent the views of the Bank or
its Board of Directors in doing so.
117
In the event of a vacancy in any member directorship, such vacancy is to be filled by an
affirmative vote of a majority of the Banks remaining directors, regardless of whether such
remaining directors constitute a quorum of the Banks Board of Directors. A member director so
elected shall satisfy the requirements for eligibility that were applicable to his or her
predecessor and will fill the unexpired term of office of the vacant directorship. On January 15,
2010, the Banks Board of Directors appointed Ron G. Wiser to fulfill the unexpired term of a
member director representing the state of New Mexico; Mr. Wisers term as a member director will
expire on December 31, 2010.
Independent (Formerly Appointive) Directors
As noted above, independent directors are nominated by the Banks Board of Directors after
consultation with its affordable housing Advisory Council. Any individual who seeks to be an
independent director of the Board of Directors of the Bank may deliver to the Bank, on or before
the deadline set by the Bank, an executed independent director application form prescribed by the
Finance Agency. Before announcing any independent director nominee, the Bank must deliver to the
Finance Agency a copy of the independent director application forms executed by the individuals
proposed to be nominated for independent directorships by the Board of Directors of the Bank. If
within two weeks of such delivery the Finance Agency provides comments to the Bank on any
independent director nominee, the Board of Directors of the Bank must consider the Finance Agencys
comments in determining whether to proceed with those nominees or to reopen the nomination process.
If within the two-week period the Finance Agency offers no comment on a nominee, the Banks Board
of Directors may proceed to nominate such nominee.
The Bank conducts elections for independent directorships in conjunction with elections for member
directorships. Independent directors are elected by a plurality of the Banks members at-large; in
other words, all eligible members in every state in the Banks district vote on the nominees for
independent directorships. If the Banks Board of Directors nominates only one individual for each
independent directorship, then, to be elected, each nominee must receive at least 20 percent of the
number of votes eligible to be cast in the election. If any independent directorship is not filled
through this initial election process, the Bank must conduct the election process again until a
nominee receives at least 20 percent of the votes eligible to be cast in the election. If,
however, the Banks Board of Directors nominates more persons for the type of independent
directorship to be filled (either a public interest directorship or other independent directorship)
than there are directorships of that type to be filled in the election, then the Bank will declare
elected the nominee receiving the highest number of votes, without regard to whether the nominee
received at least 20 percent of the number of votes eligible to be cast in the election. The same
determinations and limitations that apply to the number of votes that any member may cast for a
member directorship apply equally to the election of independent directors.
As with the election process for member directorships, no shareholder meetings are held for the
election of independent directors; the entire election process is conducted by mail. The Banks
Board of Directors does not solicit proxies, nor are member institutions permitted to solicit or
use proxies to cast their votes in an election. Except as set forth in the next sentence, no
director, officer, employee, attorney or agent of the Bank may (i) communicate in any manner that a
director, officer, employee, attorney or agent of the Bank, directly or indirectly, supports or
opposes the nomination or election of a particular individual for an independent directorship or
(ii) take any other action to influence the voting with respect to any particular individual. A
Bank director, officer, employee, attorney or agent and the Banks Board of Directors and
affordable housing Advisory Council (including members of the Advisory Council) may support the
candidacy of any individual nominated by the Board of Directors for election to an independent
directorship.
As determined by the Bank, at least two of the independent directors must be public interest
directors with more than four years experience representing consumer or community interests in
banking services, credit needs, housing, or consumer financial protections. The remainder of the
independent directors must have demonstrated knowledge of or experience in one or more of the
following areas: auditing and accounting; derivatives; financial management; organizational
management; project development; risk management practices; or the law. The independent directors
knowledge of or experience in the above areas should be commensurate with that needed to oversee a
financial institution with a size and complexity that is comparable to that of the Bank. Under
prior law, at least two of the appointed directors were required to be representatives from
organizations with more than a two-year history of representing consumer or community interests on
banking services, credit needs, housing, or financial consumer protections. For 2010, the Banks
Board of Directors has designated two of its independent directors, C. Kent Conine and James W.
Pate, II, as public interest directors.
118
In the event of a vacancy in any independent directorship occurring other than by failure of a sole
nominee for an independent directorship to receive votes equal to at least 20 percent of all
eligible votes, such vacancy is to be filled by an affirmative vote of a majority of the Banks
remaining directors, regardless of whether such remaining directors constitute a quorum of the
Banks Board of Directors. An independent director so elected shall satisfy the requirements for
eligibility that were applicable to his or her predecessor and will fill the unexpired term of
office of the vacant directorship. If the Board of Directors of the Bank is electing an independent
director to fill the unexpired term of office of a vacant directorship, the Bank must deliver to
the Finance Agency for its review a copy of the independent director application form of each
individual being considered by the Banks Board of Directors.
To be eligible to serve as an independent director, a person must be: (1) a citizen of the United
States and (2) a resident in the Banks district. Additionally, an independent director is
prohibited from serving as an officer of any FHLBank or as an officer, employee or director of any
member of the Bank, or of any recipient of advances from the Bank, except that an independent
director may serve as an officer, employee or director of a holding company that controls one or
more members of, or recipients of advances from, the Bank if the assets of all such members or
recipients of advances constitute less than 35 percent of the assets of the holding company, on a
consolidated basis. For these purposes, any officer position, employee position or directorship of
the directors spouse is attributed to the director. An independent director must disclose to the
Bank all officer, employee or director positions described above that the director or the
directors spouse holds.
Prior to enactment of the HER Act, the Finance Board had the sole responsibility for appointing
individuals as appointive directors to the boards of directors of the FHLBanks. Patricia P.
Brister, Mary E. Ceverha and Bobby L. Chain are the only directors currently serving on the Banks
Board of Directors who were appointed by the Finance Board and who have not subsequently been
elected by the Banks members at-large. Their terms as directors will expire on December 31, 2010.
2010 Directors
The following table sets forth certain information regarding each of the Banks directors (ages are
as of March 25, 2010):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Director |
|
Expiration of |
|
Board |
Name |
|
Age |
|
Since |
|
Term as Director |
|
Committees |
Lee R. Gibson, Chairman (Member)
|
|
|
53 |
|
|
|
2002 |
|
|
|
2012 |
|
|
(a)(b)(c)(d)(e)(f)(g) |
Mary E. Ceverha, Vice Chairman (Independent)
|
|
|
65 |
|
|
|
2004 |
|
|
|
2010 |
|
|
(a)(b)(c)(d)(e)(f)(g) |
Patricia P. Brister (Independent)
|
|
|
63 |
|
|
|
2008 |
|
|
|
2010 |
|
|
(c)(e) |
Bobby L. Chain (Independent)
|
|
|
80 |
|
|
|
2004 |
|
|
|
2010 |
|
|
(c)(e)(g) |
James H. Clayton (Member)
|
|
|
58 |
|
|
|
2005 |
|
|
|
2010 |
|
|
(d)(f)(g) |
C. Kent Conine (Independent)
|
|
|
55 |
|
|
|
2007 |
|
|
|
2013 |
|
|
(e)(f) |
Julie A. Cripe (Member)
|
|
|
56 |
|
|
|
2010 |
|
|
|
2013 |
|
|
(a)(f) |
Howard R. Hackney (Member)
|
|
|
70 |
|
|
|
2003 |
|
|
|
2012 |
|
|
(b)(d)(g) |
Charles G. Morgan, Jr. (Member)
|
|
|
48 |
|
|
|
2004 |
|
|
|
2013 |
|
|
(b)(d)(g) |
James W. Pate, II (Independent)
|
|
|
60 |
|
|
|
2007 |
|
|
|
2013 |
|
|
(c)(f) |
Joseph F. Quinlan, Jr. (Member)
|
|
|
62 |
|
|
|
2008 |
|
|
|
2012 |
|
|
(a)(d) |
Robert M. Rigby (Member)
|
|
|
63 |
|
|
|
2010 |
|
|
|
2011 |
|
|
(a)(e) |
John P. Salazar (Independent)
|
|
|
67 |
|
|
|
2010 |
|
|
|
2011 |
|
|
(e)(f) |
Margo S. Scholin (Independent)
|
|
|
59 |
|
|
|
2007 |
|
|
|
2012 |
|
|
(b)(d) |
Anthony S. Sciortino (Member)
|
|
|
62 |
|
|
|
2003 |
|
|
|
2013 |
|
|
(c)(e)(g) |
John B. Stahler (Member)
|
|
|
61 |
|
|
|
2001 |
|
|
|
2010 |
|
|
(a)(b)(g) |
Ron G. Wiser (Member)
|
|
|
53 |
|
|
|
2010 |
|
|
|
2010 |
|
|
(a)(b) |
|
|
|
(a) |
|
Member of Risk Management Committee |
|
(b) |
|
Member of Audit Committee |
|
(c) |
|
Member of Compensation and Human Resources Committee |
|
(d) |
|
Member of Strategic Planning Committee |
|
(e) |
|
Member of Government Relations Committee |
|
(f) |
|
Member of Affordable Housing and Economic Development Committee |
|
(g) |
|
Member of Executive Committee |
119
Lee R. Gibson is Chairman of the Board of Directors of the Bank and has served in that
capacity since January 1, 2007. Mr. Gibson serves as Senior Executive Vice President and Chief
Financial Officer of Southside Bank (a member of the Bank) and its publicly traded holding company,
Southside Bancshares, Inc. (Tyler, Texas). He has served as Senior Executive Vice President of
Southside Bank since February 2009. From 1990 to February 2009, he served as Executive Vice
President of Southside Bank. Mr. Gibson has served as Senior Executive Vice President of Southside
Bancshares, Inc. since February 2010. From 1990 to February 2010, he served as Executive Vice
President of Southside Bancshares, Inc. Mr. Gibson has served as Chief Financial Officer of both
Southside Bank and Southside Bancshares, Inc. since 2000. He also serves as a director of
Southside Bank. Before joining Southside Bank in 1984, Mr. Gibson served as an auditor for Ernst &
Young. He currently serves as chairman of the Council of Federal Home Loan Banks and as president
of the Executive Board of the East Texas Area Council of Boy Scouts. He also serves on the boards
of directors of the TJC Foundation and the Foundation of the East Texas Boy Scouts. Mr. Gibson is
Chairman of the Executive Committee of the Banks Board of Directors. He is a Certified Public
Accountant.
Mary E. Ceverha is Vice Chairman of the Board of Directors of the Bank and has served in that
capacity since December 2005. From January 2005 to December 2005, she served as Acting Vice
Chairman of the Board of Directors of the Bank. From 2001 to 2005, Ms. Ceverha served as a
director and president of Trinity Commons, Inc. From 2001 to 2004, she also served as a director
and president of Trinity Commons Foundation, Inc. Founded by Ms. Ceverha in 2001, these
not-for-profit enterprises were organized to coordinate fundraising and other activities relating
to the construction of the Trinity River Project in Dallas, Texas. She remains active in the
foundations fundraising and government relations efforts. Previously, she served on the steering
committee of the Presidents Research Council for the University of Texas Southwestern Medical
Center, which raises funds for medical research, and as a member of the Greater Dallas Planning
Council and the Community Advisory Board of the Dallas Heart Disease Prevention Project. Ms.
Ceverha is also a former board member and president of Friends of Fair Park, a non-profit citizens
group dedicated to the preservation of Fair Park, a national historic landmark in Dallas, Texas.
From 1995 to 2004, she served on the Texas State Board of Health. Ms. Ceverha currently serves on
the Council of Federal Home Loan Banks. She also serves as Vice Chairman of the Executive
Committee of the Banks Board of Directors.
Patricia P. Brister is a current board member and immediate past chairman of the Habitat for Humanity
St. Tammany West. Ms. Brister also currently serves as a director of Volunteers of America Greater New Orleans. From June 2006
to January 2009, she served as a United States Ambassador to the United Nations Commission on the
Status of Women. From 1975 to 2000, Ms. Brister served as Secretary/Treasurer of Brister-Stephens,
Inc., a privately owned mechanical contracting company in Covington, Louisiana. She previously
served as a Councilwoman for St. Tammany Parish from 2000 to 2007 and is a past chairman of the
Womens Build Habitat for Humanity. Ms. Brister currently serves as Vice Chairman of the
Government Relations Committee of the Banks Board of Directors. She previously served a three-year
term on the Banks Board of Directors from January 2002 to December 2004 and was Vice Chairman of
the Banks Board of Directors in 2004.
Bobby L. Chain is the founder, Chairman and Chief Executive Officer of Chain Electric Company, a
multi-state commercial, industrial and utility contractor in Hattiesburg, Mississippi. He has
served as Chairman and Chief Executive Officer since 1994. Prior to that, he served as President
and Chief Executive Officer from the companys inception in 1955 until 1994. Mr. Chain currently
serves as Chairman of the Compensation and Human Resources Committee of the Banks Board of
Directors.
James H. Clayton serves as Chairman and Chief Executive Officer of Planters Bank and Trust Company
in Indianola, Mississippi. Mr. Clayton joined Planters Bank and Trust Company, a member of the
Bank, in 1976 and has served as Chairman and Chief Executive Officer since 2003. From 1984 to
2003, he served as a board member, President and Chief Executive Officer. Since 1984, Mr. Clayton
has also served as a director of Planters Holding Company, a privately held enterprise. Mr.
Clayton is a past president of the Indianola Chamber of Commerce and past chairman of the
Mississippi Bankers Association. He previously served on the Government Relations Council of the
American Bankers Association (ABA) and was a member of its BankPac Committee. Mr. Clayton
currently serves as Chairman of the Affordable Housing and Economic Development Committee of the
Banks Board of Directors.
120
C. Kent Conine serves as President of Conine Residential Group, Inc. and has served in that
capacity since 1995. Based in Dallas, Texas, Conine Residential Group, Inc. is a privately held
company that specializes in single-family home building and subdivision development and the
construction, management and development of multifamily apartment communities. Mr. Conine
currently serves as the Chairman of the Texas Department of Housing & Community Affairs and is a
past president of the National Association of Home Builders. From July 2004 to February 2008, he
served on the board of directors of NGP Capital Resources Company (NGP), a publicly traded
financial services company that invests primarily in small and mid-size private energy companies.
NGP is a registered investment company under the Investment Company Act of 1940, as amended. Mr.
Conine currently serves as the Vice Chairman of the Affordable Housing and Economic Development
Committee of the Banks Board of Directors.
Julie A. Cripe serves as a board member, President and Chief Executive Officer of OMNIBANK, N.A. in
Houston, Texas. Ms. Cripe has served as President since 1999 and as Chief Executive Officer since
May 2007. She has served as a director of OMNIBANK, N.A, a member of the Bank, since 1992. From
1999 to May 2007, she also served as Chief Operating Officer of OMNIBANK, N.A. Since August 2007,
Ms. Cripe has also served as a Vice President of Bancshares, Inc., OMNIBANK, N.A.s privately held
holding company. Ms. Cripe currently serves as a board member of The Chaplaincy Fund, a support
organization for chaplaincy programs at MD Anderson Hospital in Houston, Texas and is the incoming
chairman of the American Festival for the Arts. She is the immediate past chairman of the
Education Foundation Board of the ABA.
Howard R. Hackney is a director of Texas Bank and Trust Company in Longview, Texas (a member of the
Bank). From 1995 until his retirement in May 2004, Mr. Hackney served as President of Texas Bank
and Trust Company. Since May 2004, he has provided consulting services to Texas Bank and Trust
Company. Since May 2005, Mr. Hackney has served on the board of directors of Martin Midstream GP
LLC, the general partner of Martin Midstream Partners L.P., a publicly traded master limited
partnership. He also serves as an adjunct faculty member at LeTourneau University Business School.
Mr. Hackney previously served on the boards of directors of the Good Shepherd Medical Center and
the Sabine Valley MHMR Foundation. He currently serves as Chairman of the Banks Audit Committee.
Charles G. Morgan, Jr. serves as a board member, President and Chief Executive Officer of Pine
Bluff National Bank in Pine Bluff, Arkansas. Mr. Morgan joined Pine Bluff National Bank, a member
of the Bank, in 1987 and has served as President and Chief Executive Officer since February 2006
and as a director since February 2005. From February 2005 to February 2006, he served as President
and Chief Operating Officer and from 1997 to February 2005 he served as Executive Vice President.
Since February 2006, Mr. Morgan has also served as President and Chief Operating Officer of
Jefferson Bancshares, Inc., Pine Bluff National Banks privately held holding company. He is a
current board member and past vice chairman of both the Jefferson Hospital Association and the
Jefferson Regional Medical Center. Mr. Morgan is also a board member and past chairman of the
Economic Development Alliance of Jefferson County. Further, he currently serves as a director of
the Arkansas Bankers Association. He previously served on the board of directors of the United Way
of Southeast Arkansas and is a past chairman of the Greater Pine Bluff Chamber of Commerce. Mr.
Morgan currently serves as Chairman of the Strategic Planning Committee of the Banks Board of
Directors.
James W. Pate, II serves as Executive Director of the New Orleans Area Habitat for Humanity and has
served in that capacity since 2000. He has worked with affiliates of Habitat for Humanity for over
18 years. Mr. Pate currently serves as Vice Chairman of the Compensation and Human Resources
Committee of the Banks Board of Directors.
Joseph F. Quinlan, Jr. serves as Chairman of First National Bankers Bank (a member of the Bank)
and as Chairman, President and Chief Executive Officer of its privately held holding company, First
National Bankers Bankshares, Inc. (Baton Rouge, Louisiana) and has served in such capacities since
1984. Since 2000, Mr. Quinlan has also served as Chairman of the Mississippi National Bankers
Bank, a member of the Bank. Additionally, he has served as Chairman of the Alabama Bankers Bank
and as Chairman of FNBB Capital Markets, LLC since 2003. Further, Mr. Quinlan has served as a
director of the Arkansas Bankers Bank, a member of the Bank, since December 2008 and as its
Chairman since February 2009. He currently serves as Vice Chairman of the Risk Management
Committee of the Banks Board of Directors.
121
Robert M. Rigby serves as Market President of Liberty Bank in North Richland Hills, Texas (a member
of the Bank) and has served in that capacity since August 2008. From 1998 to August 2008, he
served as a director, President and Chief Executive Officer of
Liberty Bank. Since August 2008, he has served as an advisory
director for
Liberty Bank. Prior to joining Liberty Bank, Mr. Rigby served as a director and
Executive Vice President of First National Bank of Weatherford from 1980 to 1998. Mr. Rigby is a
current board member and past chairman of the Texas Bankers Association and he currently serves as
a member of its Government Relations Council and as chairman of its BancPac Committee. He also
serves on the ABAs BancPac Committee. In addition, Mr. Rigby serves on the board of directors of
the Birdville ISD Education Foundation and is an advisory director for the North Texas Special
Needs Assistance Partners. Further, he serves as vice chairman of the North Richland Hills
Economic Development Advisory Committee. Mr. Rigby previously served on the Weatherford College
Board of Trustees and he is a past chairman of the Northeast Tarrant Chamber of Commerce.
John P. Salazar is an attorney and director with the law firm of Rodey, Dickason, Sloan, Akin &
Robb, P.A. in Albuquerque, New Mexico, where he specializes in real estate-related matters,
including land use and development law. He has been with Rodey, Dickason, Sloan, Akin & Robb, P.A.
since 1968 and has represented single-family residential and multifamily housing developers and
builders. Mr. Salazar currently serves as chairman of the board of directors of the Inter-American
Foundation and as a member of the Albuquerque Economic Forum. Mr. Salazar previously served on the
board of trustees of the Albuquerque Community Foundation and he is a past board chairman of the
Albuquerque Hispano Chamber of Commerce and the Greater Albuquerque Chamber of Commerce.
Margo S. Scholin is a partner with Baker Botts L.L.P. in Houston, Texas. As a member of the law
firms Corporate Section, she specializes in corporate and securities law, including securities law
reporting, corporate transactions and governance, corporate finance and the issuance of debt and equity
securities. Ms. Scholin has been with Baker Botts L.L.P. since 1983 and has been a partner since
1991. She is a current board member and immediate past chairman of the Houston Area Womens
Center, a non-profit agency serving victims of domestic violence and sexual abuse. Ms. Scholin
currently serves as Vice Chairman of the Strategic Planning Committee of the Banks Board of
Directors.
Anthony S. Sciortino serves as Chairman, President and Chief Executive Officer of State-Investors
Bank in Metairie, Louisiana. Mr. Sciortino joined State-Investors Bank, a member of the Bank, in
1975 and has served as Chairman since October 2008 and as a board member, President and Chief
Executive Officer since 1985. He currently serves on the board of directors of the Better Business
Bureau of Greater New Orleans. Mr. Sciortino previously served as a board member and treasurer of
the New Orleans Area Habitat for Humanity and he is a past chairman of the Community Bankers of
Louisiana. He currently serves as Chairman of the Government Relations Committee of the Banks
Board of Directors. Mr. Sciortino previously served as a director of the Bank from 1990 to 1996.
John B. Stahler has served as a board member, President and Chief Executive Officer of American
National Bank in Wichita Falls, Texas since 1979. He joined American National Bank (ANB), a
member of the Bank, in 1976. Mr. Stahler also serves as a director and President of
AmeriBancShares, Inc., ANBs privately held holding company. He is a past chairman of the Texas
Bankers Association and has served on the ABAs Government Relations Committee and its BankPac
Committee. Mr. Stahler previously served on the Wichita Falls 4(A) Board for Economic Development
Corporation and is a past chairman of the Wichita Falls Board of Commerce and Industry. He is also
a past chairman of the North Texas Area United Way. Mr. Stahler currently serves as Chairman of
the Risk Management Committee of the Banks Board of Directors.
Ron G. Wiser serves as a director, President and Chief Executive Officer of Bank of the Southwest
(a member of the Bank) and as a director of its privately held holding company, New Mexico National
Financial, Inc. (Roswell, New Mexico). He has served as President of Bank of the Southwest since
1996 and as its Chief Executive Officer since December 2003. Mr. Wiser also served as Chief
Executive Officer of Bank of the Southwest from 1996 to November 2000. He has served as a director
of both companies since 1996. Mr. Wiser is a current board member and past president of the New
Mexico Bankers Association and he currently serves on the Community Bankers Council of the ABA.
Mr. Wiser is a Certified Public Accountant and he currently serves as Vice Chairman of the Banks
Audit Committee.
122
Audit Committee Financial Expert
The Banks Board of Directors has determined that Mr. Gibson qualifies as an audit committee
financial expert as defined by SEC rules. The Bank is required by SEC rules to disclose whether
Mr. Gibson is independent and, in making that determination, is required to apply the
independence standards of a national securities exchange or an inter-dealer quotation system. For
this purpose, the Bank has elected to use the independence standards of the New York Stock
Exchange. Under those standards, the Banks Board of Directors has determined that presumptively
its member directors, including Mr. Gibson, are not independent. However, Mr. Gibson is
independent under applicable Finance Agency regulations and under Rule 10A-3 of the Exchange Act
related to the independence of audit committee members. For more information regarding director
independence, see Item 13 Certain Relationships and Related Transactions, and Director
Independence.
Director Qualifications and Attributes
As more fully described above, the size of the Banks Board of Directors, including the number of
member directors and independent directors, is determined by the Finance Agency, subject to a
minimum number of directors established by statute. Candidates for member directorships are
nominated and elected by members located in the state to be represented by that particular
directorship. The Banks Board of Directors does not nominate member directors nor can it support
or oppose the nomination or election of a particular individual for a member directorship. In the
event of a vacancy in any member directorship, such vacancy is to be filled by an affirmative vote
of a majority of the Banks remaining directors, regardless of whether such remaining directors
constitute a quorum of the Banks Board of Directors.
Independent directors, on the other hand,
are nominated by the Banks Board of Directors (after consultation with its affordable housing
Advisory Council) and are elected by a plurality of the Banks
members at-large. A vacancy in any independent directorship is
similarly filled by an affirmative vote of a majority of the
Banks remaining directors, regardless of whether such remaining
directors constitute a quorum of the Banks Board of
Directors. Prior to
enactment of the HER Act in July 2008, the Finance Board (predecessor to the Finance Agency) had
the sole responsibility for appointing individuals as appointive directors. Ms. Ceverha, Ms.
Brister and Mr. Chain are the only directors currently serving on the Banks Board of Directors who
were appointed by the Finance Board and who have not subsequently been elected by the Banks
members at-large. For each of these directorships, the Banks Board of Directors was required to
submit to the Finance Board for its consideration a list of nominees who met the statutory
eligibility requirements and were otherwise well qualified to fill those appointive directorships
(these appointive directors are now known as independent directors).
In evaluating an independent director candidate (or a candidate to fill a vacancy in any member
directorship), the Board of Directors considers factors that are in the best interests of the Bank
and its shareholders and which go beyond the statutory eligibility requirements, including the
knowledge, experience, integrity and judgment of each candidate; the experience and competencies
that the Board desires to have represented; each candidates ability to devote sufficient time and
effort to his or her duties as a director; geographic representation in the Banks five-state
district; prior tenure on the Board; the need to have at least two public interest directors from
among the Banks independent directors; and any core competencies or technical expertise necessary
to staff committees of the Board of Directors. In addition, the Board of Directors assesses
whether a candidate possesses the integrity, judgment, knowledge, experience, skills and expertise
that are likely to enhance the Boards ability to manage and direct the affairs and business of the
Bank including, when applicable, to enhance the ability of committees of the Board to fulfill their
duties.
Each of the Banks member and independent directors brings a unique background and strong set of
skills to the Board, giving the Board as a whole competence and experience in a wide variety of
areas, including corporate governance and board service, executive management, finance, accounting,
human resources, legal, risk management, affordable housing, economic development and government
relations. Set forth below are the attributes of each of the Banks independent directors (and Mr.
Wiser, the only current member director who was appointed by the Board) that the Board of Directors
considered important to his or her inclusion on the Board. The Board of Directors does not make
any judgments with regard to its member directors who have been elected by the Banks members,
although the skills and experience of those directors may bear on the Board of Directors decisions
with regard to the competencies it seeks when nominating candidates for independent directorships
or when filling a vacancy in either a member or independent directorship.
Ms. Ceverha was reappointed by the Finance Board to serve a three-year term that commenced on
January 1, 2008. She has served on the Banks Board of Directors since January 1, 2004. Ms.
Ceverha brings to the Board extensive
123
experience in housing, government relations, corporate governance and policy-making. She has held
leadership roles in numerous local government agencies and not-for-profits, including serving as
vice chairman of the Texas State Board of Health, as a commissioner of the Dallas Housing
Authority, and as the founder and past president of an organization that was established for the
purpose of coordinating fundraising and other activities relating to the construction of the
Trinity River Project in Dallas, Texas. She also provides extensive knowledge of the Texas
legislative process to the Board.
Ms. Brister was appointed by the Finance Board to serve a three-year term that commenced on January
1, 2008. She previously served a three-year term on the Banks Board of Directors from January
2002 through December 2004 and was Vice Chairman of the Banks Board of Directors in 2004. Ms.
Brister has extensive experience in the areas of affordable housing, economic development, small
business, government relations and policy-making. She is a current board member and immediate past chairman of the
Habitat for Humanity St. Tammany West and is a past chairman of the Womens Build
Habitat for Humanity. Previously, she served as a Councilwoman for St. Tammany Parish. She also
co-owned and managed a small mechanical contracting company for 25 years.
Mr. Chain was reappointed by the Finance Board to serve a three-year term that commenced on January
1, 2008. He has served on the Banks Board of Directors since January 1, 2004. Mr. Chain brings
to the Board broad leadership and policy-making experience both as the founder and head of a
multi-state commercial, industrial and utility contractor for 55 years and as the former mayor of
Hattiesburg, Mississippi. He previously served on the boards of directors of Deposit Guaranty
Holding Company, Deposit Guaranty Bank and Deposit Guaranty Mortgage. Through these various roles,
Mr. Chain has developed and provides to the Board expertise in the areas of corporate governance,
government relations and compensation.
Mr. Conine was elected by the Banks members at-large to serve a four-year term that commenced on
January 1, 2010. He has served on the Banks Board of Directors since April 10, 2007. He brings
to the Board extensive knowledge of affordable housing, homebuilding, mortgage finance and
government relations. Mr. Conine heads a company that specializes in the development of
single-family and multifamily housing. In addition, he currently serves as the Chairman of the
Texas Department of Housing and Community Affairs and is a past president of the National
Association of Home Builders. Mr. Conine has testified before the U.S. Congress on proposed
legislation regarding GSEs and he also recently served on the board of directors of another
registered company.
Mr. Pate was elected by the Banks members at-large to serve a four-year term that commenced on
January 1, 2010. He has served on the Banks Board of Directors since April 10, 2007. Mr. Pate
brings a combination of affordable housing/economic development expertise and legal training to the
Board. He serves as Executive Director of the New Orleans Area Habitat for Humanity, the largest
developer of low-income housing in New Orleans, and has worked with affiliates of Habitat for
Humanity for over 18 years. As a former practicing attorney, Mr. Pate developed expertise in
matters involving human resources and compensation.
Mr. Salazar was elected by the Banks members at-large to serve a two-year term that commenced on
January 1, 2010. As an attorney with Rodey, Dickason, Sloan, Akin and Robb, P.A. for over 40
years, he brings extensive legal experience to the Board. Mr. Salazar specializes in real estate
related matters, including land use and development law, and has represented single-family
residential and multifamily housing developers and builders. Currently, he serves as chairman of
the board of directors of the Inter-American Foundation and he has previously served on the boards
of several other non-profit organizations that promote economic development, housing availability
and/or housing finance.
Ms. Scholin was elected by the Banks members at-large to serve a four-year term that commenced on
January 1, 2009. She has served on the Banks Board of Directors since April 10, 2007. As a
partner with Baker Botts L.L.P. for almost 20 years, she brings a wealth of legal experience to the
Board. Ms. Scholin specializes in corporate and securities law (including securities law
reporting) and she has extensive knowledge of regulatory issues. Through her service on other
boards and experience representing clients, she has also developed expertise in corporate
governance and compliance matters.
Mr. Wiser was appointed by the Banks Board of Directors to fulfill the unexpired term of a member
director representing the state of New Mexico. He brings 29 years of broad-based management and
financial experience to
the Board. Mr. Wiser has significant board experience and he provides strong accounting skills to
the Board. He is a Certified Public Accountant.
124
Executive Officers
Set forth below is certain information regarding the Banks executive officers (ages are as of
March 25, 2010). The executive officers serve at the discretion of, and are elected annually by,
the Banks Board of Directors.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Officer |
Name |
|
Age |
|
Position Held |
|
Since |
Terry Smith
|
|
|
53 |
|
|
President and Chief Executive Officer
|
|
|
1986 |
|
Michael Sims
|
|
|
44 |
|
|
Chief Operating Officer, Executive Vice President Finance and
Chief Financial Officer
|
|
|
1998 |
|
Nancy Parker
|
|
|
57 |
|
|
Chief Operating Officer and Executive Vice President Operations
|
|
|
1994 |
|
Paul Joiner
|
|
|
57 |
|
|
Senior Vice President and Chief Strategy Officer
|
|
|
1986 |
|
Tom Lewis
|
|
|
47 |
|
|
Senior Vice President and Chief Accounting Officer
|
|
|
2003 |
|
Terry Smith serves as President and Chief Executive Officer of the Bank and has served in such
capacity since August 2000. Prior to that, he served as Executive Vice President and Chief
Operating Officer of the Bank, responsible for the financial and risk management, credit and
collateral, financial services, accounting, and information systems functions. Mr. Smith joined
the Bank in January 1986 to coordinate the hedging and asset/liability management functions, and
was promoted to Chief Financial Officer in 1988. He served in that capacity until his appointment
as Chief Operating Officer in 1991. Mr. Smith currently serves as Vice Chairman of the Board of
Directors of the FHLBanks Office of Finance. He is a current member and past chairman of the
Audit Committee of the FHLBanks Office of Finance. He also serves on the Council of Federal Home
Loan Banks and the Board of Directors of the Pentegra Defined Benefit Plan for Financial
Institutions. Mr. Smith currently serves on the Investment Committee for the Pentegra Defined
Benefit Plan for Financial Institutions.
Michael Sims serves as Chief Operating Officer, Executive Vice President Finance and Chief
Financial Officer of the Bank. Mr. Sims has served as Chief Operating Officer since January 2010,
as Executive Vice President Finance since April 2009 and as Chief Financial Officer since
February 2005. Prior to his appointment as Chief Financial Officer in February 2005, Mr. Sims
served as Treasurer of the Bank. From February 2005 to February 2006, he served as both Chief
Financial Officer and Treasurer of the Bank. Mr. Sims joined the Bank in 1989 and has served in
various financial and asset/liability management positions during his tenure with the institution.
Since November 1998, he has had overall responsibility for the Banks treasury operations. In
February 2005 and August 2008, Mr. Sims responsibilities were expanded to include member sales and
community investment, respectively. In April 2009, Mr. Sims responsibilities were further
expanded to include accounting. Mr. Sims served as a Vice President of the Bank from 1998 to 2001
and as a Senior Vice President from 2001 to April 2009.
Nancy Parker serves as Chief Operating Officer and Executive Vice President Operations. Ms.
Parker has served as Chief Operating Officer since January 2010 and as Executive Vice President
Operations since April 2009. From January 1999 to April 2009, she served as Chief Information
Officer. Ms. Parker oversees information technology, banking operations, human resources, risk
management, production support services, security, and property and facilities management. She
joined the Bank in February 1987 as a Senior Systems Analyst, and was promoted to Financial Systems
Manager in 1991, to Information Technology Director in 1993 and to Chief Information Officer in
1999. Ms. Parker served as a Vice President of the Bank from 1994 to 1996. She was promoted to
Senior Vice President in 1996. In February 2005 and August 2008, Ms. Parkers responsibilities
were expanded to include banking operations and human resources, respectively. In April 2009, Ms.
Parkers responsibilities were further expanded to include risk management.
Paul Joiner serves as Senior Vice President and Chief Strategy Officer of the Bank and has served
in this capacity since June 2007. Mr. Joiner also served in this role from February 2005 to June
2006. As Chief Strategy Officer, Mr. Joiner has responsibility for corporate planning, financial
forecasting and research, including market research and analysis. From June 2006 to June 2007, he
served as Chief Risk Officer of the Bank. In this role, Mr. Joiner
125
had responsibility for the Banks risk management functions and income forecasting. He joined the
Bank in August 1983 and served in various marketing, planning and financial positions prior to his
appointment as Director of Research and Planning in September 1999, a position he held until his
appointment as Chief Strategy Officer in February 2005. Mr. Joiner served as a Vice President of
the Bank from 1986 until 1993, when he was promoted to Senior Vice President.
Tom Lewis serves as Senior Vice President and Chief Accounting Officer of the Bank. He joined the
Bank in January 2003 as Vice President and Controller and was promoted to Senior Vice President in
April 2004 and to Chief Accounting Officer in February 2005. From May 2002 through December 2002,
Mr. Lewis served as Senior Vice President and Chief Financial Officer for Trademark Property
Company (Trademark), a privately held commercial real estate developer. Prior to joining
Trademark, Mr. Lewis served as Senior Vice President, Chief Financial Officer and Controller for
AMRESCO Capital Trust (AMCT), a publicly traded real estate investment trust, from February 2000
to May 2002. From the companys inception in 1998 until February 2000, he served as Vice President
and Controller of AMCT. Mr. Lewis is a Certified Public Accountant.
Relationships
There are no family relationships among any of the Banks directors or executive officers. Except
as described above, none of the Banks directors holds directorships in any company with a class of
securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of
Section 15(d) of such Act or any company registered as an investment company under the Investment
Company Act of 1940. There are no arrangements or understandings between any director or executive
officer and any other person pursuant to which that director or executive officer was selected.
Code of Ethics
The Board of Directors has adopted a code of ethics that applies to the Banks Chief Executive
Officer, Chief Financial Officer and Chief Accounting Officer (collectively, the Banks Senior
Financial Officers). Annually, the Banks Senior Financial Officers are required to certify that
they have read and complied with the Code of Ethics for Senior Financial Officers. A copy of the
Code of Ethics for Senior Financial Officers is filed as an exhibit to this report and is also
available on the Banks website at www.fhlb.com by clicking on About FHLB Dallas, then
Governance and then Code of Ethics for Senior Financial Officers.
The Board of Directors has also adopted a Code of Conduct and Ethics for Employees that applies to
all employees of the Bank, including the Senior Financial Officers, and a Code of Conduct and
Ethics and Conflict of Interest Policy for Directors that applies to all directors of the Bank
(each individually a Code of Conduct and Ethics and together the Codes of Conduct and Ethics).
The Codes of Conduct and Ethics embody the Banks commitment to the highest standards of ethical
and professional conduct. The Codes of Conduct and Ethics set forth policies on standards for
conduct of the Banks business, the protection of the rights of the Bank and others, and compliance
with laws and regulations applicable to the Bank and its employees and directors. All employees
and directors are required to annually certify that they have read and complied with the applicable
Code of Conduct and Ethics. A copy of the Code of Conduct and Ethics for Employees is available on
the Banks website at www.fhlb.com by clicking on About FHLB Dallas, then Governance and then
Code of Conduct and Ethics for Employees. A copy of the Code of Conduct and Ethics and Conflict
of Interest Policy for Directors is available on the Banks website by clicking on About FHLB
Dallas, then Governance and then Code of Conduct and Ethics and Conflict of Interest Policy for
Directors.
126
ITEM 11. EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS
The Compensation and Human Resources Committee of the Board of Directors (the Committee) has
responsibility for, among other things, establishing, reviewing and monitoring compliance with the
Banks compensation philosophy. In support of that philosophy, the Committee is responsible for
making recommendations regarding and monitoring implementation of compensation and benefit programs
that are consistent with our short- and long-term business strategies and objectives. The
Committees recommendations regarding our compensation philosophy and benefit programs are subject
to the approval of our Board of Directors.
Compensation Philosophy and Objectives
The goal of our compensation program is to attract, retain, and motivate employees and executives
with the requisite skills and experience to enable the Bank to achieve its short- and long-term
strategic business objectives. Historically, we have attempted to accomplish this goal through a
mix of base salary, short-term incentive awards and other benefit programs. While we believe that
we offer a work environment in which employees can find attractive career challenges and
opportunities, we also recognize that those employees have a choice regarding where they pursue
their careers and that the compensation we offer may play a significant role in their decision to
join or remain with us. As a result, we seek to deliver fair and competitive compensation for our
employees, including the named executive officers identified in the Summary Compensation Table on
page 140. For 2009, our named executive officers were: Terry Smith, President and Chief Executive
Officer; Michael Sims, Chief Operating Officer, Executive Vice President Finance and Chief
Financial Officer; Nancy Parker, Chief Operating Officer and Executive Vice President Operations;
Paul Joiner, Senior Vice President and Chief Strategy Officer; and Tom Lewis, Senior Vice President
and Chief Accounting Officer.
For our executive officers, we attempt to align and weight total direct and indirect compensation
with the prevailing competitive market and provide total compensation that is consistent with the
executives responsibilities and individual performance and our overall business results. Except
as described below, for 2009, 2008 and 2007, the Committee and Board of Directors defined the
competitive market for our executives as the other 11 Federal Home Loan Banks (each individually a
FHLBank and collectively with us, the FHLBanks and, together with the Office of Finance, a
joint office of the FHLBanks, the FHLBank System) and non-depository financial services
institutions with approximately $20 billion in assets. Aside from the other FHLBanks, we believe
that non-depository financial services institutions with approximately $20 billion in assets
present a breadth and level of complexity of operations that are generally comparable to our own.
While total direct compensation for some of these institutions includes equity-based and/or
long-term incentive compensation, we have purposely limited our comparative analysis for total
direct compensation to base salary and short-term incentive pay as we have not historically offered
long-term incentive compensation and we cannot offer equity-based incentives.
The Board of Directors (acting upon a recommendation from the Committee) revised the definition of
the competitive market for our President and Chief Executive Officer for 2008 and 2009. The
Committee and Board of Directors believe that the most relevant competitive market for Mr. Smith is
the other 11 FHLBanks and as a result, for 2008 and 2009, only market data for the other FHLBanks
was used in the competitive pay analysis for Mr. Smith. Prior to 2008, the competitive market for
Mr. Smith was defined in the same manner as it is for our other executive officers. The Committee
and Board of Directors believe that the other 11 FHLBanks represent the most relevant competitive
market for Mr. Smith based on the unique nature of our business operations and our desire to retain
Mr. Smiths services given his tenure with us and his extensive knowledge of the FHLBank System.
Generally, it has been our overall intent to provide total compensation, including targeted
incentive opportunities, for Mr. Smith at or above the median compensation for the FHLBank
Presidents taking into consideration base salary and short-term incentive compensation. For our
other executive officers, it has generally been our overall intent to provide total compensation,
including targeted annual incentive opportunities, at or near the competitive market median for
comparable positions, exclusive of equity-based and long-term incentive compensation.
With the exception of our tax-qualified defined benefit pension plan, we generally apply this
philosophy to each of the direct and indirect components of our compensation program. Because our
tax-qualified pension plan has greater value to our longest-tenured employees (including most of
our executive officers), we have elected to
127
provide a benefit under this plan that is at or near the market median for Mr. Smith and above the
market median for our other executive officers. This element of our compensation program is one of
several that constitute an integral part of our retention strategy, which is to reward tenure by
linking it to compensation. It also represents an effort on our part to partially offset our
inability to provide equity-based compensation to our employees and executives by enhancing what is
generally considered by most employees to be a very valuable benefit. Further, to make up for a
portion of the lost pension benefit under the tax-qualified plan (due to limitations imposed by the
Internal Revenue Code), we have established a supplemental executive retirement plan for our
executive officers. The supplemental plan is a defined contribution plan that we believe (when
coupled with our tax-qualified plan) helps us retain our executive officers.
Responsibility for Compensation Decisions
The Board of Directors makes all decisions regarding the compensation of Mr. Smith, our President
and Chief Executive Officer. His performance is reviewed annually by the Chairman and Vice
Chairman of the Board and the Chairman and Vice Chairman of the Committee. Their assessment of Mr.
Smiths performance and recommendations regarding his compensation are then shared with the
Committee and the full Board. The Board of Directors is responsible for reviewing and approving and
has discretion to modify any of the recommendations regarding Mr. Smiths compensation that are
made jointly by the Chairman and Vice Chairman of the Board and the Chairman and Vice Chairman of
the Committee.
Mr. Smith annually reviews the performance and has responsibility and authority for setting the
base salaries of our other executive officers, all of whom are named executive officers. The
performance reviews for all of our executive officers are generally conducted in December of each
year and salary adjustments, if any, are typically made on January 1 of the following year. While
Mr. Smith shares his base salary recommendations (including supporting competitive market pay data
and his assessments of each executives individual performance) with the Committee and the full
Board, approval by the Committee or Board of Directors is not required.
Mr. Smith can make additional base salary adjustments at any time during the year if warranted
based on compelling market data, job performance and/or other internal factors, such as a change in
job responsibilities. In the absence of a promotion or a change in an officers job
responsibilities, base salary adjustments on any date other than January 1 are rare.
The Board of Directors is responsible for approving our short-term incentive compensation plan
known as the Variable Pay Program. This plan provides all regular, full-time employees, including
our executive officers, with the opportunity to earn an annual incentive award. The Committee is
responsible for recommending annually to the Board of Directors the approval of the plan for the
next year as it relates to our executive officers and the annual profitability and corporate
operating goals that will be applicable under the Variable Pay Program for that year.
Acting upon recommendations from the Committee, the Board of Directors is also responsible for
approving any proposed revisions to our defined benefit and defined contribution plans, our
deferred compensation plans, our Reduction in Workforce Policy and any other benefit plan as the
Committee or Board of Directors deems appropriate. Further, the Board of Directors approves all
contributions to our supplemental executive retirement plan.
Beginning in October 2008, the Federal Housing Finance Agency (Finance Agency) requires us to
provide a minimum of four weeks advance notice of pending actions to be taken by our Board of
Directors or President and Chief Executive Officer with respect to any aspect of the compensation
of one or more of our named executive officers. As part of the notification process, we are
required to provide the proposed compensation actions and any supporting materials, including
studies of comparable compensation. We have fully complied with this notification requirement
since it was instituted.
Use of Compensation Consultants and Surveys
Periodically, we will engage an independent compensation consultant to help ensure that the
elements of our executive compensation program are both competitive and targeted at or near
market-median compensation levels.
128
In July 2008, we engaged Lawrence Associates to conduct a competitive market pay study for our
executive officers (other than Mr. Smith) in connection with the determination of their
compensation for 2009.
Lawrence Associates utilizes compensation and specific salary survey data provided by the Economic
Research Institute (ERI), a recognized leader in survey analyses and web-based collection of
compensation survey data. The ERI database consists of both proxy statement information and a
compilation of compensation data obtained from numerous sources, including subscriber-provided data
and purchased surveys. While the information gathered from proxy statements can be attributed to
specific companies, individual organizations that otherwise participate in the database compilation
cannot be specifically identified. Lawrence Associates uses ERI data for organizations with an SIC
code of 6100 (Finance, Insurance, and Real Estate Non-depository Credit Institutions). This
SIC code is comprised of the following primary sub-categories: 611 Federal and
Federally-sponsored Credit Agencies; 614 Personal Credit Institutions; 615 Business Credit
Institutions; and 616 Mortgage Bankers and Brokers. There were approximately 167 institutions in
the database for non-depository credit institutions (SIC code 6100) at the time the analysis was
conducted. Using regression analysis, the ERI software database enables Lawrence Associates to
statistically approximate the competitive market survey data for the requested executive positions
at non-depository financial services institutions with approximately $20 billion in assets.
For 2009, we also utilized the results of the 2008 FHLBank Key Position Compensation Survey. This
survey, conducted annually by Reimer Consulting, contains executive and non-executive compensation
information for various positions across the 12 FHLBanks.
In addition to the two primary sources described above, we also reviewed (in connection with our
overall analysis of executive compensation) the results from a custom survey prepared specifically
for the FHLBanks by McLagan Partners, an affiliate of Aon Consulting, which contained over 200
financial services organizations. We have participated in this survey since 2007.
The information obtained from these various sources was considered by Mr. Smith when making his
compensation decisions for our executive officers. For those positions that do not allow for
precise comparisons, Mr. Smith made subjective adjustments based on his experience and general
knowledge of the competitive market. When making 2009 compensation decisions for Mr. Smith, the
Committee and Board of Directors considered the information obtained from the 2008 FHLBank Key
Position Compensation Survey and an analysis of this data provided by Lawrence Associates.
Elements of Executive Compensation
We have historically relied upon a mix of base salary, short-term incentive compensation, benefits
and limited perquisites to attract, retain and motivate our executive officers. As a cooperative
whose stock can only be held by member institutions, we are precluded from offering equity-based
compensation to our employees, including our executive officers. In the past, we have elected not
to provide any form of long-term incentive compensation to our executive officers. The Committee
regularly considers the nature of our compensation program, including the various compensation
elements that should be part of our overall compensation program for executive officers.
In October 2009, the Finance Agency issued Advisory Bulletin 2009-AB-02, Principles for Executive
Compensation at the Federal Home Loan Banks and the Office of Finance (AB 2009-02). In AB
2009-02, the Finance Agency outlines several principles for sound incentive compensation practices
to which the FHLBanks should adhere in setting executive compensation policies and practices.
Those principles are (i) executive compensation must be reasonable and comparable to that offered
to executives in similar positions at other comparable financial institutions, (ii) executive
incentive compensation should be consistent with sound risk management and preservation of the par
value of a FHLBanks capital stock, (iii) a significant percentage of an executives
incentive-based compensation should be tied to longer-term performance and outcome-indicators, (iv)
a significant percentage of an executives incentive-based compensation should be deferred and made
contingent upon performance over several years and (v) the board of directors of each FHLBank
should promote accountability and transparency in the process of setting compensation.
In response to this guidance, the Committee is considering the framework for a long-term incentive
compensation plan for our executive officers and has engaged McLagan Partners to provide insight
and analysis. As part of this
129
evaluation, the Committee is also considering potential modifications to our Variable Pay Program
as it relates to our executive officers. However, for 2010, the Variable Pay Program will operate
as it did in 2009 for our executive officers. The details of that program are discussed on pages
131 134 of this report and the estimated possible payouts under this program for 2010 are
presented on page 138 of this report.
Base Salary
Base salary is the key component of our compensation program. We use the base salary element to
provide the foundation of a fair and competitive compensation opportunity for each of our executive
officers. Base salaries are reviewed annually in December for all of our executive officers. In
the case of Mr. Smith, we target his base salary within the top quartile of the base salaries paid
to the 12 FHLBank Presidents based upon his tenure in relation to the other Presidents and his
leadership roles within the FHLBank System. In the case of our other executive officers, we target
base salary compensation at or near the market median base salary practices of our defined
competitive market for those officers, although we maintain flexibility to deviate from
market-median practices for individual circumstances. In making base salary determinations, we also
consider factors such as time in the position, prior related work experience, individual job
performance, the positions scope of duties and responsibilities within our organizational
structure and hierarchy, and how these factors compare to other similar positions within the
Federal Home Loan Bank System. The determination of base salaries is generally independent of the
decisions regarding other elements of compensation, but some other elements of compensation are
dependent upon the determination of base salary, to the extent they are expressed as percentages of
base salary.
In establishing Mr. Smiths base salary for 2009, the Committee and Board of Directors took into
consideration his individual job performance, our overall corporate operating goal achievement in
2008, his contributions to the FHLBank System, and the competitive market pay data obtained from
the 2008 FHLBank Key Position Compensation Survey. The results of this competitive pay analysis
showed that Mr. Smiths base salary remained within the top quartile of the base salaries paid to
the 12 FHLBank Presidents. Taking all of these factors into consideration, Mr. Smith was given a
standard merit increase for 2009, which was an increase of 5.2 percent from 2008.
The executive officers other than Mr. Smith are each assigned a job grade level with a specific
salary range that reflects the internal and external pay levels deemed appropriate for each
position based on competitive market data, job duties and responsibilities, and our desire to
retain qualified individuals in these job positions. These salary ranges are adjusted annually to
reflect the cost of living impact on wage structures in our competitive market. In addition, the
assignment of an executive officer to a specific job grade level is reviewed periodically and is
subject to change as the relative worth of a given position in our competitive market may change
over time, necessitating a move to a higher or lower job grade level.
In setting the base salaries of our executive officers for 2009, Mr. Smith considered the
competitive market pay data from the various sources referred to above and each officers
individual performance. The competitive market data for 2008 indicated that, with the exception of
Mr. Joiner (for whom sufficient comparable FHLBank data was unavailable given his range of
responsibilities for us), the executive officers base salaries were within a range of plus or
minus: (a) 12 percent of the market median for non-depository financial services institutions with
approximately $20 billion in assets and (b) 19 percent of the market median for the FHLBanks.
Based on this data and his subjective assessments of their individual performance and range of
duties, Mr. Smith increased the base salaries for Mr. Sims, Ms. Parker, Mr. Joiner and Mr. Lewis by
9.1 percent, 9.4 percent, 4.9 percent and 4.6 percent, respectively.
In April 2009, Mr. Smith promoted Mr. Sims and Ms. Parker from Senior Vice President to Executive
Vice President and expanded the duties and responsibilities of each. In partial recognition of the
additional duties and responsibilities associated with these promotions, Mr. Smith increased their
base salaries effective June 1, 2009. Mr. Simss base salary was increased from $330,000 to
$355,000 (a 7.6 percent increase) and Ms. Parkers base salary was increased from $320,000 to
$345,000 (a 7.8 percent increase). Mr. Smith discussed these base salary increases with the Board
of Directors prior to implementation. As part of these discussions, Mr. Smith indicated his
intention to make additional promotion-related adjustments to their base salaries effective January
1, 2010. The base salaries for all other named executive officers remained the same throughout
2009.
130
The base salaries of our named executive officers for 2009, 2008 and 2007 are presented in the
Summary Compensation Table on page 140.
Short-Term Incentive Compensation
All of our regular, full-time employees participate in our Variable Pay Program or VPP, under which
they have the opportunity to earn an annual cash incentive award. The VPP is designed to encourage
and reward achievement of annual performance goals. All VPP awards are calculated as a percentage
of an employees base salary as of the beginning of the year to which the award payment pertains
(or, on a prorated basis, the employees base salary as of his or her start date if hired during
the year on or before September 15). Potential individual award percentages vary based upon an
employees job grade level and are higher for those persons serving as senior officers of the Bank.
Historically, the VPP has provided for substantially the same method of allocation of benefits
between management and non-management participants, except for Mr. Smith and certain members of our
sales staff.
Award payments under the VPP depend upon the extent to which we achieve a corporate profitability
objective and a number of corporate operational goals that are aligned with our long-term strategic
business objectives, as well as the extent to which individual employees achieve specific
individual goals and whether they achieve satisfactory performance appraisal ratings. The
corporate profitability and operational goals are established annually by the Board of Directors,
and individual employee goals are established mutually by management and employees at the beginning
of each year.
If we do not achieve our minimum profitability objective, then no award payments are made under the
VPP even if we have achieved some or all of our corporate operating goals and/or individual
employees have achieved some or all of their individual performance goals. Similarly, if we do not
achieve some portion of our corporate operating goals, no award payments are made even if we have
achieved at least our minimum profitability objective and/or individual employees have achieved
some or all of their individual performance goals.
For 2009, we used the following formula to calculate annual VPP award payments for all of our named
executive officers except Mr. Smith:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base Salary
|
|
X
|
|
Employees
|
|
X
|
|
Profitability
|
|
X
|
|
Corporate
|
|
X
|
|
Individual |
as of 1/1/09
|
|
|
|
Maximum
|
|
|
|
Achievement
|
|
|
|
Operating
|
|
|
|
Goal |
|
|
|
|
Potential
|
|
|
|
Percentage
|
|
|
|
Goal
|
|
|
|
Achievement |
|
|
|
|
Award
|
|
|
|
|
|
|
|
Achievement
|
|
|
|
Percentage |
|
|
|
|
Percentage
|
|
|
|
|
|
|
|
Percentage |
|
|
|
|
For Mr. Smith, 75 percent of his potential VPP award is derived based solely upon the achievement
of our corporate profitability and operating objectives, while 25 percent is based solely upon his
overall individual performance as subjectively assessed by our Board of Directors, subject to our
attainment of our minimum profitability objective. The formula used to calculate Mr. Smiths 2009
VPP award is set forth below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
75%
|
|
X
|
|
Base Salary
|
|
X
|
|
Maximum
|
|
X
|
|
Profitability
|
|
X
|
|
Corporate |
|
|
|
|
as of 1/1/09
|
|
|
|
Potential
|
|
|
|
Goal
|
|
|
|
Operating Goal |
|
|
|
|
|
|
|
|
Award
|
|
|
|
Achievement
|
|
|
|
Achievement |
|
|
|
|
|
|
|
|
Percentage
|
|
|
|
Percentage
|
|
|
|
Percentage |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
plus |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25%
|
|
X
|
|
Base Salary
|
|
X
|
|
Maximum
|
|
X
|
|
Individual |
|
|
|
|
|
|
|
|
as of 1/1/09
|
|
|
|
Potential
|
|
|
|
Performance Goal |
|
|
|
|
|
|
|
|
|
|
|
|
Award
|
|
|
|
Achievement |
|
|
|
|
|
|
|
|
|
|
|
|
Percentage
|
|
|
|
Percentage |
|
|
|
|
131
The amount of the VPP award pool that is potentially available for cash incentives depends upon the
extent to which our corporate profitability objective is achieved within pre-established minimum
and maximum levels. At the minimum level, 50 percent of the award pool is potentially available,
and at the maximum level, 100 percent of the award pool is potentially available. Between the
minimum and maximum levels, the profitability objective operates on a sliding scale. If we fail to
achieve our minimum profitability objective, then no VPP award pool is available. If we exceed the
maximum profitability objective, there is no additional increase in the amount of the potential VPP
award pool.
Our corporate profitability objective is expressed (in basis points) as the excess, if any, of the
return on our average capital stock over the average effective federal funds rate for the year.
For instance, a minimum profitability objective of 0 basis points would mean that in order to meet
that objective we would need to achieve a rate of return on our average capital stock equal to the
average effective federal funds rate for the year. In calculating our return on capital stock, net
income for the year (excluding unrealized gains and losses on derivatives and hedging activities
and interest expense on mandatorily redeemable capital stock) is divided by our average outstanding
capital stock (including mandatorily redeemable capital stock).
In determining the minimum and maximum levels for our profitability objective, the Board of
Directors considers factors such as the current interest rate environment, the business outlook,
and our desire to generate sufficient economic earnings to meet retained earnings targets and pay
dividends at our target rate, while at the same time effectively managing our risk in order to
maintain the economic value of the Bank. For 2009, our Board of Directors established the minimum
and maximum corporate profitability objectives at 75 basis points and 125 basis points,
respectively, above the average effective federal funds rate. Our profitability for the year, as
defined above, was 326 basis points above the average effective federal funds rate, yielding an
achievement rate of 100 percent for our corporate profitability objective. We exceeded our maximum
corporate profitability objective for 2009 due in large part to unanticipated gains associated with
terminations of interest rate derivative transactions, unanticipated prepayment fees on advances,
larger than expected spreads on our purchases of agency mortgage-backed securities, and lower than
expected funding costs. Over the previous five years (2004-2008), we have exceeded our maximum
corporate profitability objective for every year except 2006 (for 2006, we achieved 91.25 percent
of our maximum corporate profitability objective).
While our corporate operating objectives vary from year to year, they have historically fallen into
two broad categories: (a) expanding our traditional business, including new initiatives, and (b)
economic and community development. Each corporate operating objective is assigned a specific
percentage weight together with a threshold, target and stretch objective. The threshold
objective represents a minimum acceptable level of performance for the year. The target
objective reflects performance that is consistent with our long-term strategic objectives. The
stretch objective reflects outstanding performance that exceeds our long-term strategic
objectives.
Unlike our profitability objective, the corporate operating objectives do not operate on a sliding
scale. For each objective, the percentage achievement can be 0 percent (if the threshold objective
is not met), 60 percent (if results are equal to or greater than the threshold objective but less
than the target objective), 80 percent (if results are equal to or greater than the target
objective but less than the stretch objective) or 100 percent (if results are equal to or greater
than the stretch objective). The results for each corporate operating goal are multiplied by the
assigned percentage weight to determine their contribution to the overall corporate operating goal
achievement percentage. For example, if the target objective is achieved for a goal with a
percentage weight of 10 percent, then the contribution of that goal to our overall corporate goal
achievement would be 8 percent (10 percent x 80 percent). The sum of the percentages derived from
this calculation for each corporate operating objective yields our overall corporate operating goal
achievement percentage. Generally, the Board of Directors attempts to set the threshold, target
and stretch objectives such that the relative difficulty of achieving each level is consistent from
year to year.
For 2009, the Board of Directors established ten separate VPP corporate operating objectives, with
specific percentage weights ranging from 5 percent to 20 percent. As further set forth in the
table below, the objectives relating to our traditional business (excluding new initiatives)
comprised 55 percent of our overall corporate goals. New initiatives and economic and community
development objectives comprised 15 percent and 30 percent, respectively, of our overall corporate
operating goals.
132
2009 VPP Corporate Operating Objectives
(Dollars in millions)
|
|
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|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contribution |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
to Overall |
|
|
Percentage |
|
Objective |
|
|
|
|
|
|
Achievement |
|
|
Weight |
|
Threshold |
|
|
Target |
|
|
Stretch |
|
|
Results |
|
|
Percentage |
Expanding the Traditional Business |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1. Average Total Advances + Letters of Credit |
|
|
10 |
% |
|
$ |
63,200 |
|
|
$ |
65,000 |
|
|
$ |
66,700 |
|
|
$ |
57,713 |
|
|
|
0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2. Average Advances and Letters of Credit to
Customers
with Assets £ $15 billion |
|
|
15 |
% |
|
$ |
30,400 |
|
|
$ |
31,300 |
|
|
$ |
32,100 |
|
|
$ |
28,501 |
|
|
|
0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3. Average Advances + Letters of Credit to 2009 CFIs |
|
|
20 |
% |
|
$ |
13,100 |
|
|
$ |
13,400 |
|
|
$ |
13,800 |
|
|
$ |
13,710 |
|
|
|
16 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4. Total Credit Product Users |
|
|
10 |
% |
|
|
700 |
|
|
|
725 |
|
|
|
750 |
|
|
|
760 |
|
|
|
10 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New Initiatives |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1. Interest Rate Derivatives Customers |
|
|
5 |
% |
|
|
10 |
|
|
|
15 |
|
|
|
20 |
|
|
|
3 |
|
|
|
0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2. Advances or Deposit Auction Participants |
|
|
5 |
% |
|
|
200 |
|
|
|
215 |
|
|
|
235 |
|
|
|
255 |
|
|
|
5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3. Average Letters of Credit Outstanding |
|
|
5 |
% |
|
$ |
4,800 |
|
|
$ |
5,000 |
|
|
$ |
5,200 |
|
|
$ |
4,692 |
|
|
|
0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Economic and Community Development |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1. New CIP / EDP Advances Funded + LCs Issued* |
|
|
10 |
% |
|
$ |
600 |
|
|
$ |
650 |
|
|
$ |
700 |
|
|
$ |
1,174 |
|
|
|
10 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2. Total CIP / EDP Advances / LC Users* |
|
|
10 |
% |
|
|
85 |
|
|
|
90 |
|
|
|
100 |
|
|
|
86 |
|
|
|
6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3. CIP / EDP Projects Funded / Supported by LCs* |
|
|
10 |
% |
|
|
275 |
|
|
|
300 |
|
|
|
325 |
|
|
|
367 |
|
|
|
10 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Overall Corporate Operating Goal Achievement Percentage |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
57 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Excluding letters of credit issued on behalf of
one particularly active member. |
As shown above, we did not achieve the threshold objective for four of our ten corporate
operating objectives in 2009. These four objectives had a combined weighting of 35 percent. We
achieved the threshold, target or stretch objective for each of our other six corporate operating
goals such that our overall corporate operating goal achievement rate for 2009 was 57 percent,
which was below our target level of 80 percent. We attribute this primarily to a steeper than
anticipated decline in member demand for our advances during the year. The reduced demand was due,
at least in part, to increases in members deposit levels and reduced lending activity due to the
economic recession, as well as the availability of federal government programs that provided
members with more attractively priced sources of funding and liquidity than were available earlier
in the credit crisis. Over the previous five years, our overall corporate operating goal
achievement was as follows: 2004 76 percent; 2005 87 percent; 2006 50 percent; 2007 90
percent; and 2008 95 percent.
Once the total amount of funds in the VPP award pool has been determined based upon the level of
achievement of our corporate profitability and operating objectives, the calculation of individual
incentive awards is based upon each employees performance and the maximum award percentage
assigned to that employees job grade level. An employees performance is determined based upon
his or her appraisal rating and the extent to which the employee achieves his or her individual VPP
goals for the year.
The maximum award percentages under our VPP are 60 percent of base salary for Mr. Smith and 43.75
percent of base salary for the other named executive officers. The target award percentages for
Mr. Smith and the other named executive officers are 51 percent and 35 percent, respectively. At
the threshold level (defined for this purpose as 50 percent profitability achievement, 60 percent
corporate operating goal achievement, and 100 percent individual goal achievement), the payout
percentage for Mr. Smith would be 28.5 percent of base salary, while the payout percentage for the
other named executive officers would be 13.125 percent of base salary. These award percentages are
reviewed and approved annually by the Committee and Board of Directors with the intent that the
target award opportunity is at or near the median for our defined competitive markets for Mr. Smith
and our other executive officers.
Except for Mr. Smith, each of our named executive officers has the same set of individual goals for
purposes of our VPP. These joint senior management goals, which are more tactical in nature than
our corporate operating goals, are reviewed and approved annually by Mr. Smith. In 2009, the named
executive officers achieved 100 percent of
their 10 joint senior management goals. Mr. Smith assesses the performance of Mr. Sims, Ms. Parker
and Mr. Joiner annually using a performance appraisal form which consists of 44 performance factors
(for each factor, an executive
133
can receive 0-3 points). Mr. Sims assesses the performance of Mr.
Lewis using this same performance appraisal form, which is then subject to review by Mr. Smith.
Executives must receive at least 88 points (out of a total of 132 points) to achieve a Meets
Expectations performance rating, which is a requirement to receive an annual VPP award. For 2009,
each of the named executive officers received at least a Meets Expectations performance rating.
Mr. Smiths individual goal achievement for purposes of the VPP is derived from his performance
appraisal, which is prepared jointly by the Chairman and Vice Chairman of the Board and the
Chairman and Vice Chairman of the Committee. For 2009, his performance was assessed based on 7
broad areas comprising 33 specific accountabilities relating to our strategic objectives and other
matters of importance, which were approved by the Board of Directors. Mr. Smiths individual goal
achievement is expressed as a percentage and is calculated by dividing the number of points
received on his performance appraisal form by the 100 total possible points. For 2009, Mr. Smith
received 89.4 points on his appraisal form, which resulted in an individual goal achievement
percentage of 89.4 percent.
The possible VPP payouts to our named executive officers for 2009 are presented in the Grants of
Plan-Based Awards table on page 141, while the actual VPP awards earned by these executives for
2009 are included in the Summary Compensation Table on page 140 (in the column entitled Non-Equity
Incentive Plan Compensation). The calculation of the VPP awards earned by our named executive
officers in 2009 is shown in the table below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate |
|
|
|
|
|
|
|
|
|
|
|
|
|
Award |
|
|
Maximum |
|
|
Profitability |
|
|
Operating Goal |
|
|
Individual Goal |
|
|
|
|
|
|
Base Salary as of |
|
|
Component |
|
|
Potential Award |
|
|
Achievement |
|
|
Achievement |
|
|
Achievement |
|
|
2009 VPP |
|
|
|
January 1, 2009 ($) |
|
|
Percentage (%) |
|
|
Percentage (%) |
|
|
Percentage (%) |
|
|
Percentage (%) |
|
|
Percentage (%) |
|
|
Award ($) |
|
Terry Smith |
|
|
715,000 |
|
|
|
75.00 |
|
|
|
60.00 |
|
|
|
100.00 |
|
|
|
57.00 |
|
|
|
|
|
|
|
183,398 |
|
|
|
|
715,000 |
|
|
|
25.00 |
|
|
|
60.00 |
|
|
|
|
|
|
|
|
|
|
|
89.40 |
|
|
|
95,881 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
279,279 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael Sims |
|
|
330,000 |
|
|
|
|
|
|
|
43.75 |
|
|
|
100.00 |
|
|
|
57.00 |
|
|
|
100.00 |
|
|
|
82,294 |
|
Nancy Parker |
|
|
320,000 |
|
|
|
|
|
|
|
43.75 |
|
|
|
100.00 |
|
|
|
57.00 |
|
|
|
100.00 |
|
|
|
79,800 |
|
Paul Joiner |
|
|
267,500 |
|
|
|
|
|
|
|
43.75 |
|
|
|
100.00 |
|
|
|
57.00 |
|
|
|
100.00 |
|
|
|
66,708 |
|
Tom Lewis |
|
|
264,000 |
|
|
|
|
|
|
|
43.75 |
|
|
|
100.00 |
|
|
|
57.00 |
|
|
|
100.00 |
|
|
|
65,835 |
|
Under the VPP, discretion cannot be exercised to increase the size of any award. However,
discretion can be used (through the performance appraisal process) to reduce or eliminate a VPP
award. In addition, management (or, in the case of Mr. Smith, the Board) can modify or eliminate
individual awards within their sole discretion based on circumstances unique to an individual
employee such as misconduct, failure to follow Bank policies, insubordination or other job
performance factors.
In addition to our VPP, Mr. Smith has a $50,000 annual award pool that he can draw upon to pay
discretionary bonuses to employees. In 2009, none of the named executive officers received a
discretionary bonus.
Defined Benefit Pension Plan
All regular employees hired prior to January 1, 2007 who work a minimum of 1,000 hours per year,
including our named executive officers, participate in the Pentegra Defined Benefit Plan for
Financial Institutions, a tax-qualified multiemployer defined benefit pension plan. The plan also
covers any of our regular employees hired on or after January 1, 2007 who work a minimum of 1,000
hours per year, provided that the employee had prior service with a financial services institution
that participated in the Pentegra Defined Benefit Plan for Financial Institutions, during
which service the employee was covered by such plan. Since this is a qualified defined benefit
plan, it is subject to certain compensation and benefit limitations imposed by the Internal Revenue
Service. In 2009, the maximum compensation limit was $245,000 and the maximum annual benefit limit
was $195,000. The pension benefit earned under the plan is based on the number of years of
credited service (up to a maximum of 30 years) and compensation earned over an employees three
highest consecutive years of earnings. We consider this benefit to be a critical element of our
compensation program as it pertains to our executive officers and other key tenured employees.
Based on this belief, we have generally targeted this component of our compensation program to
provide a pension benefit above the competitive market median.
The details of this plan and the accumulated pension benefits for our named executive officers can
be found in the Pension Benefits Table and accompanying narrative on pages 142-144 of this report.
134
Defined Contribution Savings Plan
We offer all regular employees who work a minimum of 1,000 hours per year, including our executive
officers, the opportunity to participate in the Pentegra Defined Contribution Plan for Financial
Institutions, a tax-qualified multiemployer defined contribution plan. Since this is a qualified
plan, it is subject to the maximum compensation limit set by the Internal Revenue Code, which for
2009 was $245,000 per year. In addition, the combined contributions to this plan from both us and
the employee are limited by the Internal Revenue Code. For 2009, combined contributions to the
plan could not exceed $49,000. The plan includes a pre-tax 401(k) option along with an opportunity
to make contributions on an after-tax basis.
Subject to the limits prescribed by the Internal Revenue Code, employees can contribute up to 25
percent of their monthly base salary to the plan on either a pre-tax or after-tax basis. We
provide matching funds on the first 3 percent of eligible monthly base salary contributed by
employees who are eligible to participate in the Pentegra Defined Benefit Plan for Financial
Institutions, and on the first 5 percent of eligible monthly base salary contributed by employees
who are not eligible to participate in the Pentegra Defined Benefit Plan for Financial
Institutions. In each case, our matching contribution is 100 percent, 150 percent or 200 percent
depending upon the employees length of service. Employees who are eligible to participate in the
Pentegra Defined Benefit Plan for Financial Institutions are fully vested in our matching
contributions at the time such funds are deposited in their account. For employees who do not
participate in the Pentegra Defined Benefit Plan for Financial Institutions, there is a 2-6 year
step vesting schedule for our matching contributions with the employee becoming fully vested after
6 years. Participants can elect to invest plan contributions in up to 27 different fund options.
Based on their tenure with us, each of our named executive officers received in 2009 a 200 percent
matching contribution on the first 3 percent of their eligible monthly base salary that they
contributed to the plan, subject in all cases to the compensation limit prescribed by the Internal
Revenue Code. These matching contributions are included in the All Other Compensation column of
the Summary Compensation Table found on page 140 and further set forth under the 401(k)/Thrift
Plan column of the related Components of All Other Compensation for 2009 table.
We offer the savings plan as a competitive practice and have historically targeted our matching
contributions to the plan at or near the market median for comparable companies.
Deferred Compensation Program
We offer our highly compensated employees, including our named executive officers, the opportunity
to voluntarily defer receipt of a portion of their base salary above a specified amount and all or
part of their annual VPP award under the terms of our nonqualified deferred compensation program.
The program allows participants to save for retirement or other future-dated in-service obligations
(e.g., college, home purchase, etc.) in a tax-effective manner, as contributions and earnings on
those contributions are not taxable to the participant until received. Under the program, amounts
deferred by the participant and our matching contributions can be invested in an array of
externally managed mutual funds.
We offer the program to higher-level employees in order to allow them to voluntarily defer more
compensation than they would otherwise be permitted to defer under our tax-qualified defined
contribution savings plan as a result of the limits imposed by the Internal Revenue Code. Further,
we offer this program as a competitive practice to help us attract and retain top talent. The
matching contributions that we provide in this plan are intended to make the
participant whole with respect to the amount of matching funds that he or she would have otherwise
been eligible to receive if not for the limits imposed on the qualified plan by the Internal
Revenue Code. These matching contributions are included in the All Other Compensation column of
the Summary Compensation Table found on page 140 and further set forth under the Nonqualified
Deferred Compensation Plan (NQDC Plan) column of the related Components of All Other Compensation
for 2009 table. Our previous competitive market analyses have indicated that our matching
contributions to the qualified savings plan are at or near the market median. Based on our
experience and general knowledge of the competitive market, we believe this is also true for the
matching contributions that we provide under the deferred compensation program. The provisions of
this program are described more fully in the narrative accompanying the Nonqualified Deferred
Compensation table on pages 144-146.
135
Supplemental Executive Retirement Plan
We maintain a supplemental executive retirement plan (SERP) that serves as an additional
incentive for our executive officers to remain with the Bank. The SERP is a nonqualified defined
contribution plan and, as such, it does not provide for a specified retirement benefit. Each
participants benefit under the SERP consists of contributions we make on his or her behalf, plus
an allocation of the investment gains or losses on the assets used to fund the plan. Contributions
to the SERP are determined solely at the discretion of our Board of Directors and are based upon
our desire to provide a reasonable level of supplemental retirement income to our most senior
executives. Generally, benefits under the SERP vest when the participant attains the Rule of 70,
except that some of the amounts contributed on Mr. Smiths behalf vested on January 1, 2010. A
participant attains the Rule of 70 when the sum of his or her age and years of service with us is
at least 70. The provisions of the plan provide for accelerated vesting and payment in the event of
a participants death or disability if such participant is not otherwise vested at the time of his
or her death or disability. Otherwise, vested benefits are not payable to the participant until he
or she reaches age 62 or, if later, upon retirement, except for some of the amounts contributed on
Mr. Smiths behalf which are payable to him upon his termination of employment for any reason. We
maintain the right at any time to amend or terminate the SERP, or remove a participant from the
SERP at our discretion, except that no amendment, modification or termination may reduce the then
vested account balance of any participant.
It is not our intention to provide a full restoration of the lost benefit under the tax-qualified
defined benefit plan and, as a result, the SERP is expected to be less valuable to our executives
than some supplemental executive retirement plans offered by other comparable financial
institutions in our defined competitive markets. As a percentage of their compensation, we expect
the benefits from the plan (for amounts that vest upon attaining the Rule of 70) to be greater for
Ms. Parker and Messrs. Sims, Joiner and Lewis than for Mr. Smith.
For details regarding the operation of this plan, the contributions we made in 2009, and the
current account balances for each of our named executive officers, please refer to the Nonqualified
Deferred Compensation table and accompanying narrative beginning on page 144.
Other Benefits
We offer a number of other benefits to our named executive officers pursuant to benefit programs
that are available to all of our regular, full-time employees. These benefits include: medical,
dental, vision and prescription drug benefits; a wellness program; paid time off (in the form of
vacation and flex leave); short- and long-term disability coverage; life and accidental death and
dismemberment insurance; charitable gift matching (limited to $500 per employee per year); health
and dependent care flexible spending accounts; healthcare savings accounts; and certain other
benefits including, but not limited to, retiree health and life insurance benefits (provided
certain eligibility requirements are met).
We have a policy under which all regular full-time employees can elect to cash out their accrued
and unused vacation leave on an annual basis, subject to certain conditions. Vacation leave cash
outs are calculated by multiplying the number of vacation hours cashed out by the employees hourly
rate. For this purpose, the hourly rate is computed by dividing the employees base salary by
2,080 hours. Our employees accrue vacation at different rates depending upon their job grade level
and length of service. When an employee has completed 13 or more years of service, he or she is
entitled to 200 hours of annual vacation leave, regardless of job grade level. We limit the amount
of accrued and unused vacation leave that an employee can carry over to the next calendar year to
two times the amount of vacation he or she earns in an annual period. Based on their job grade
level and tenure with the Bank, Mr. Lewis currently accrues 160 hours of vacation leave per year
while the other named executive officers each accrue 200 hours of vacation leave per year. The
vacation payouts made to our named executive officers for 2009 are set forth in the Components of
All Other Compensation for 2009 table related to the Summary Compensation Table found on page 140.
We automatically buy back from all regular full-time employees all accrued and unused flex leave in
excess of our maximum annual carryover amount (520 hours) at a rate of 50 cents on the dollar.
Flex leave is defined as accrued leave that is available for personal injury or illness, family
injury or illness, personal time off (limited to no more than 32 hours per year), and leave covered
under the provisions of the Family and Medical Leave Act of 1993. All of our regular full-time
employees, including our executive officers, accrue 80 hours of flex leave per year.
136
Employees (including executive officers) are not entitled to receive any payments under our flex
leave policy if their employment is terminated for any reason prior to the date on which the buy
back is processed. The flex leave payouts made to our named executive officers for 2009 are set
forth in the Components of All Other Compensation for 2009 table related to the Summary
Compensation Table on page 140.
Based on our general experience and market knowledge, we believe that our vacation and flex leave
cash out benefits are above the market median, although we have not conducted a study to confirm
this. We do not include, nor do we consider, these items in either our total direct compensation
or total compensation analyses for our executive officers.
Perquisites and Tax Gross-ups
We provide a limited number of perquisites to our executive officers, which we believe are
appropriate in light of the executives contributions to us. In 2009, we provided Mr. Smith with
the use of a Bank-leased car and we paid for travel and meal costs associated with his spouse
accompanying him to our two out-of-town board meetings and certain in-town Board functions. In
addition, we reimbursed Mr. Smith for the incremental taxes associated with his use of the
Bank-leased car. The perquisites for our other named executive officers are limited solely to
payment of travel and meal costs associated with a spouse accompanying the officer to our
out-of-town board meetings and in-town Board functions. In 2009, Mr. Joiner utilized this benefit
for two out-of-town board meetings and one in-town Board function at a total incremental cost to
the Bank of approximately $3,300. Historically, we have not attempted to compare these perquisites
with those offered by companies in our defined competitive market.
Executive Employment Agreements
On November 20, 2007 (Effective Date), we entered into employment agreements with each of our
named executive officers. These agreements were authorized and approved by the Committee and Board
of Directors and result from the Boards desire to retain the services of these executive officers
for no less than the three-year term of the agreements. We considered this action to be prudent
based on our belief that these individuals are extremely well qualified to perform the duties of
their respective job positions, that they have skill sets that are highly sought after in the
financial services industry, and that their continued employment with us is essential to our
ability to meet our short- and long-term strategic business objectives.
As more fully described in the section entitled Potential Payments Upon Termination or Change in
Control beginning on page 148, the employment agreements provide for payments in the event that
the executive officers employment with us is terminated either by the executive for good reason or
by us other than for cause, or in the event that either we or the executive officer gives notice of
non-renewal of the employment agreement and we relieve the executive officer of his or her duties
under the employment agreement prior to the expiration of the term of the agreement. As of each
anniversary of the Effective Date, an additional year is automatically added to the unexpired term
of the employment agreement unless either we or the executive officer gives a notice of
non-renewal. In 2009, neither we nor any of the executive officers gave a notice of non-renewal.
Accordingly, an additional year was added to the unexpired term of each of the employment
agreements. We believe the specified triggering events and the payments resulting from those
events are similar in nature and amount to those commonly found in agreements that are utilized by
comparable companies, including the other FHLBanks that have elected to enter into executive
employment agreements, and therefore advance our objective of retaining these executive officers.
2010 Compensation Decisions
The 2010 base salaries for our named executive officers are presented below (the percentage
increase from the salaries in effect at December 31, 2009 is shown parenthetically):
|
|
|
|
|
|
|
Terry Smith |
|
$ |
715,000 |
|
|
(No change see discussion below) |
Michael Sims |
|
$ |
385,000 |
|
|
(8.45 percent) |
Nancy Parker |
|
$ |
375,000 |
|
|
(8.70 percent) |
Paul Joiner |
|
$ |
277,000 |
|
|
(3.55 percent) |
Tom Lewis |
|
$ |
268,000 |
|
|
(1.52 Percent) |
137
In order to evaluate Mr. Smiths base salary for 2010, the Committee and Board of Directors engaged
McLagan Partners in December 2009 to conduct an analysis of Mr. Smiths total direct compensation,
taking into consideration the absence of a long-term incentive compensation component and the
competitive market pay data for the 12 FHLBank Presidents. Upon completion of McLagan Partners
analysis and consideration of the findings contained therein, the Committee and Board of Directors
will make a final decision with regard to Mr. Smiths base salary for 2010. The competitive market
pay data shows that Mr. Smiths base salary remains within the top quartile for the FHLBank
Presidents, which, as discussed above, is the range the Committee and Board of Directors has
established for him.
In August 2009, the Board of Directors engaged Lawrence Associates to conduct a competitive market
pay study for our other executive officers. In setting the base salaries of our executive officers
for 2010, Mr. Smith considered the results of this study, as well as the competitive pay data
provided by the 2009 FHLBank Key Position Compensation Survey conducted by Reimer Consulting. The
competitive market data indicated that the executive officers base salaries (excluding Mr. Joiner,
for whom sufficient comparable FHLBank data was unavailable) were within a range of plus or minus:
(a) 21 percent of the market median for non-depository financial services institutions with
approximately $20 billion in assets and (b) 33 percent of the market median for the FHLBanks.
Based on this data and in an effort to bring certain executives base salaries more in line with
comparable FHLBank positions, Mr. Smith gave Mr. Sims and Ms. Parker above standard merit increases
for 2010, while Mr. Joiner received a standard merit increase and Mr. Lewis received less than a
standard merit increase. In establishing the base salaries for Mr. Sims and Ms. Parker, Mr. Smith
also factored in the additional adjustments that were contemplated at the time he promoted each of
them to Executive Vice President in April 2009.
For purposes of our 2010 VPP, the Board of Directors has established the Banks minimum corporate
profitability objective at 300 basis points above the average effective federal funds rate and the
maximum corporate profitability objective at 400 basis points above the average effective federal
funds rate. The Board of Directors has also established 11 separate VPP corporate operating
objectives, each of which has a specific percentage weight of either 5 percent or 10 percent. For
2010, the operating objectives fall into the following categories: expanding our traditional
business; risk management; customer activity and new initiatives; and economic and community
development. In order to place additional emphasis on our risk management activities, the Board of
Directors elected to establish three risk management objectives for 2010, each with a weighting of
10 percent. Adding these corporate operating objectives will result in less weight being given to
the goals relating to the expansion of our traditional business and new initiatives in the 2010 VPP
as compared to the 2009 VPP.
The following table sets forth an estimate of the possible VPP awards that can be earned by our
named executive officers in 2010. The amounts have been calculated using the same assumptions
regarding threshold, target and maximum amounts that were used to calculate the possible awards for
2009. For a discussion of these assumptions, please refer to the Grants of Plan-Based Awards Table
and accompanying narrative on page 141. The estimated possible VPP payouts for Mr. Smith could
increase depending upon the actions, if any, that the Committee and Board of Directors take with
respect to his base salary for 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Possible VPP Payouts for 2010 |
|
|
|
Threshold ($) |
|
|
Target ($) |
|
|
Maximum ($) |
|
Terry Smith |
|
|
203,775 |
|
|
|
364,650 |
|
|
|
429,000 |
|
|
Michael Sims |
|
|
50,531 |
|
|
|
134,750 |
|
|
|
168,438 |
|
|
Nancy Parker |
|
|
49,219 |
|
|
|
131,250 |
|
|
|
164,063 |
|
|
Paul Joiner |
|
|
36,356 |
|
|
|
96,950 |
|
|
|
121,188 |
|
|
Tom Lewis |
|
|
35,175 |
|
|
|
93,800 |
|
|
|
117,250 |
|
138
As discussed on page 131, our VPP has historically provided for substantially the same method of
allocation of benefits between management and non-management participants, except for Mr. Smith and
certain members of our sales staff. For 2010, we expect the objectives for both management and
non-management employees in our Risk and Internal Audit departments, as well as certain members of
our sales staff, to differ from those that will apply to all of our other employees, including our
executive officers. Among other things, the VPP plans for employees in our Risk and Internal Audit
departments are not expected to include a corporate profitability component.
Compensation Committee Report
The Compensation and Human Resources Committee has reviewed and discussed with management the
Compensation Discussion and Analysis found on pages 127-139 of this report. Based on our review
and discussions, we recommended to the Board of Directors that the Compensation Discussion and
Analysis be included in the Banks Annual Report on Form 10-K.
|
|
|
|
|
The Compensation and Human Resources Committee |
|
|
|
|
|
Bobby L. Chain, Chairman |
|
|
James W. Pate, II, Vice Chairman |
|
|
Patricia P. Brister |
|
|
Mary E. Ceverha |
|
|
Lee R. Gibson |
|
|
Anthony S. Sciortino |
139
SUMMARY COMPENSATION TABLE
The following table sets forth the total compensation for 2009, 2008 and 2007 of our President and
Chief Executive Officer; our Chief Operating Officer, Executive Vice President Finance and Chief
Financial Officer, who has served as our principal financial officer since April 10, 2009; and our
three other executive officers (collectively, our named executive officers). Prior to April 10,
2009, our Senior Vice President and Chief Accounting Officer served as our principal financial
officer.
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in Pension |
|
|
|
|
|
|
|
Name and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-equity |
|
|
Value and Nonqualified |
|
|
|
|
|
|
|
Principal |
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock |
|
|
Option |
|
|
Incentive Plan |
|
|
Deferred Compensation |
|
|
All Other |
|
|
|
|
Position |
|
Year |
|
|
Salary ($) |
|
|
Bonus ($) |
|
|
Awards ($) |
|
|
Awards ($) |
|
|
Compensation ($) (1) |
|
|
Earnings ($) (2) |
|
|
Compensation ($) (3) |
|
|
Total ($) |
|
Terry Smith |
|
|
2009 |
|
|
|
715,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
279,279 |
|
|
|
351,000 |
|
|
|
470,690 |
|
|
|
1,815,969 |
|
President/Chief Executive Officer |
|
|
2008 |
|
|
|
680,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
376,788 |
|
|
|
195,000 |
|
|
|
391,804 |
|
|
|
1,643,592 |
|
|
|
|
2007 |
|
|
|
649,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
348,136 |
|
|
|
127,000 |
|
|
|
347,215 |
|
|
|
1,472,101 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael Sims |
|
|
2009 |
|
|
|
344,583 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
82,294 |
|
|
|
214,000 |
|
|
|
96,151 |
|
|
|
737,028 |
|
Chief Operating Officer/EVP-Finance/ |
|
|
2008 |
|
|
|
302,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
125,727 |
|
|
|
128,000 |
|
|
|
83,615 |
|
|
|
639,842 |
|
Chief Financial Officer |
|
|
2007 |
|
|
|
285,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
112,219 |
|
|
|
54,000 |
|
|
|
43,697 |
|
|
|
494,916 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nancy Parker |
|
|
2009 |
|
|
|
334,583 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
79,800 |
|
|
|
402,000 |
|
|
|
147,062 |
|
|
|
963,445 |
|
Chief Operating Officer/ |
|
|
2008 |
|
|
|
292,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
121,570 |
|
|
|
161,000 |
|
|
|
143,216 |
|
|
|
718,286 |
|
EVP-Operations |
|
|
2007 |
|
|
|
275,000 |
|
|
|
10,000 |
(4) |
|
|
|
|
|
|
|
|
|
|
108,281 |
|
|
|
162,000 |
|
|
|
73,836 |
|
|
|
629,117 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paul Joiner |
|
|
2009 |
|
|
|
267,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
66,708 |
|
|
|
429,000 |
|
|
|
109,795 |
|
|
|
873,003 |
|
SVP/Chief Strategy Officer |
|
|
2008 |
|
|
|
255,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
105,984 |
|
|
|
222,000 |
|
|
|
113,032 |
|
|
|
696,016 |
|
|
|
|
2007 |
|
|
|
250,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
98,438 |
|
|
|
184,000 |
|
|
|
64,033 |
|
|
|
596,471 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tom Lewis |
|
|
2009 |
|
|
|
264,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
65,835 |
|
|
|
81,000 |
|
|
|
36,743 |
|
|
|
447,578 |
|
SVP/Chief Accounting Officer |
|
|
2008 |
|
|
|
252,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
104,945 |
|
|
|
48,000 |
|
|
|
59,774 |
|
|
|
465,219 |
|
|
|
|
2007 |
|
|
|
240,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
94,500 |
|
|
|
28,000 |
|
|
|
19,536 |
|
|
|
382,036 |
|
|
|
|
(1) |
|
Amounts for 2009, 2008 and 2007 represent VPP awards earned for services rendered in those
years. These amounts were paid to the named executive officers in February 2010, February 2009
and March 2008, respectively. |
|
(2) |
|
Amounts reported in this column for 2009, 2008 and 2007 are attributable solely to the change
in the actuarial present value of the named executive officers accumulated benefit under the
Pentegra Defined Benefit Plan for Financial Institutions during those years. None of our
named executive officers received preferential or above-market earnings on nonqualified deferred
compensation during 2009, 2008 or 2007. |
|
(3) |
|
The components of this column for 2009 are provided in the table below. |
|
(4) |
|
Represents a discretionary bonus paid to Ms. Parker for her work in connection with
managements initial report on internal control over financial reporting. |
Components of All Other Compensation for 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank |
|
|
Bank Contributions to Vested |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contributions to |
|
|
Defined Contribution Plans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unvested Defined |
|
|
401(k)/ |
|
|
Nonqualified |
|
|
|
|
|
|
Payouts |
|
|
Payouts |
|
|
|
|
|
|
|
|
|
|
|
|
|
Contribution |
|
|
Thrift |
|
|
Deferred Compensation |
|
|
|
|
|
|
for Unused |
|
|
for Unused |
|
|
|
|
|
|
Tax |
|
|
Total All Other |
|
Name |
|
Plan (SERP) ($) |
|
|
Plan ($) |
|
|
Plan (NQDC Plan) ($) |
|
|
SERP ($) |
|
|
Vacation ($) |
|
|
Flex Leave ($) |
|
|
Perquisites ($) |
|
|
Gross ups ($) |
|
|
Compensation ($) |
|
Terry Smith |
|
|
57,644 |
(1) |
|
|
14,700 |
|
|
|
28,200 |
|
|
|
256,525 |
|
|
|
55,000 |
|
|
|
13,778 |
|
|
|
30,357 |
(2) |
|
|
14,486 |
(3) |
|
|
470,690 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael Sims |
|
|
49,005 |
|
|
|
14,700 |
|
|
|
5,975 |
|
|
|
|
|
|
|
24,605 |
|
|
|
1,866 |
|
|
|
* |
|
|
|
|
|
|
|
96,151 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nancy Parker |
|
|
|
|
|
|
14,700 |
|
|
|
5,375 |
|
|
|
99,919 |
|
|
|
21,284 |
|
|
|
5,784 |
|
|
|
* |
|
|
|
|
|
|
|
147,062 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paul Joiner |
|
|
|
|
|
|
14,700 |
|
|
|
1,350 |
|
|
|
75,771 |
|
|
|
15,433 |
|
|
|
2,541 |
|
|
|
* |
|
|
|
|
|
|
|
109,795 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tom Lewis |
|
|
20,778 |
|
|
|
14,700 |
|
|
|
1,140 |
|
|
|
|
|
|
|
|
|
|
|
125 |
|
|
|
* |
|
|
|
|
|
|
|
36,743 |
|
|
|
|
(1) |
|
This amount (and all other amounts contributed to Mr. Smiths Group 3 SERP prior to 2009)
vested on January 1, 2010. |
|
(2) |
|
Mr. Smiths perquisites consisted of the use of a Bank-leased car and spousal travel and meal
cost reimbursements in connection with our board meetings. |
|
(3) |
|
Represents tax reimbursements on income imputed to Mr. Smith for his use of a Bank-leased car. |
|
* |
|
Amounts were either less than $10,000 or zero. |
140
GRANTS OF PLAN-BASED AWARDS
The following table sets forth an estimate of the possible VPP awards that could have been earned
by our named executive officers for 2009. Historically, VPP awards have been the only plan-based
awards granted to our executive officers. The threshold amounts were computed based upon the
assumption that we would achieve our minimum corporate profitability objective (50 percent
profitability achievement) and the threshold objective for each of our ten corporate operating
goals (60 percent overall corporate goal achievement). The target amounts were computed based upon
the assumption that we would achieve our maximum corporate profitability objective (100 percent
profitability achievement) and the target objective for each of our ten corporate operating goals
(80 percent overall corporate goal achievement). The maximum amounts were computed based upon the
assumption that we would achieve our maximum corporate profitability objective (100 percent
profitability achievement) and the stretch objective for each of our ten corporate operating goals
(100 percent overall corporate goal achievement). In addition, the threshold, target and maximum
amounts presented in the table below were based upon the assumption that Mr. Smith would receive a
perfect score on his performance appraisal and that the other named executive officers would
achieve 100 percent of their joint senior management goals and receive at least a Meets
Expectations performance rating. Given the number of variables involved in the calculation of our
VPP awards, the ultimate payouts (other than the maximum payouts) could vary significantly. For
instance, the VPP awards could have been substantially less than the threshold amounts if we
achieved our minimum corporate profitability objective but only achieved one or some (but not all)
of the threshold objectives relating to our corporate operating goals. Similarly, because our
profitability objective operates on a sliding scale between 50 percent and 100 percent achievement
and our achievement of each corporate operating goal could be 0 percent, 60 percent, 80 percent or
100 percent, the ultimate VPP awards payable to the named executive officers could vary
significantly between the threshold and maximum amounts presented in the table. If we do not
achieve our minimum profitability objective, then no award payments are made to the named executive
officers under the VPP even if we have achieved some or all of our corporate operating goals and/or
the executives have achieved some or all of their individual performance goals. The 2009 VPP
awards that were actually earned by our named executive officers are presented in the Non-Equity
Incentive Plan Compensation column in the Summary Compensation Table above and are described more
fully in the Compensation Discussion and Analysis on pages 127 through 139.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Possible Payouts Under |
|
|
|
Non-Equity Incentive Plan Awards for 2009 |
|
Name |
|
Threshold ($) |
|
|
Target ($) |
|
|
Maximum ($) |
|
Terry Smith |
|
|
203,775 |
|
|
|
364,650 |
|
|
|
429,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael Sims |
|
|
43,313 |
|
|
|
115,500 |
|
|
|
144,375 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nancy Parker |
|
|
42,000 |
|
|
|
112,000 |
|
|
|
140,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paul Joiner |
|
|
35,109 |
|
|
|
93,625 |
|
|
|
117,031 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tom Lewis |
|
|
34,650 |
|
|
|
92,400 |
|
|
|
115,500 |
|
141
PENSION BENEFITS
Our named executive officers and all other regular full-time employees hired prior to January 1,
2007 participate in the Pentegra Defined Benefit Plan for Financial Institutions (Pentegra DB
Plan), a tax-qualified multiemployer defined benefit pension plan. The Pentegra DB Plan also
covers any of our regular full-time employees who were hired on or after January 1, 2007, provided
that the employee had prior service with a financial services institution that participated in the
Pentegra DB Plan, during which service the employee was covered by such plan. We do not offer any
other defined benefit plans (including supplemental executive retirement plans) that provide for
specified retirement benefits. The following table shows the present value of the current accrued
pension benefit and the number of years of credited service for each of our named executive
officers as of December 31, 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
Present Value |
|
|
Payments During |
|
|
|
|
|
|
|
Years of Credited |
|
|
Of Accumulated |
|
|
Last Fiscal |
|
Name |
|
Plan Name |
|
|
Service (#) |
|
|
Benefit ($) |
|
|
Year ($) |
|
Terry Smith |
|
Pentegra DB Plan |
|
|
24.0 |
|
|
|
1,522,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael Sims |
|
Pentegra DB Plan |
|
|
19.9 |
|
|
|
741,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nancy Parker |
|
Pentegra DB Plan |
|
|
22.8 |
|
|
|
1,799,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paul Joiner |
|
Pentegra DB Plan |
|
|
26.4 |
|
|
|
2,112,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tom Lewis |
|
Pentegra DB Plan |
|
|
6.9 |
|
|
|
230,000 |
|
|
|
|
|
The regular form of retirement benefit under the Pentegra DB Plan is a single life annuity that
includes a lump sum death benefit. The normal retirement age is 65, but the plan provides for an
unreduced retirement benefit beginning at age 60 (if hired prior to July 1, 2003) or age 62 (for
employees hired on or after July 1, 2003 that meet the eligibility requirements to participate in
the Pentegra DB Plan). For employees who are not eligible to participate in the Pentegra DB Plan,
we offer an enhanced defined contribution plan. All of our named executive officers were hired
prior to July 1, 2003.
Valuation Assumptions
The accumulated pension benefits reflected in the table above were calculated using the following
assumptions:
|
|
|
Retirement at age 60, the earliest age at which benefits are not reduced for our named
executive officers based upon their hire date (that is, benefits that have been accumulated
through December 31, 2009 commence at age 60 and are discounted to December 31, 2009); |
|
|
|
|
Discount rate of 5.96 percent (which is the rate upon which the annual contributions
reported in our financial statements are based); |
|
|
|
|
Present values are based upon the Unisex 2000 RP Mortality Table (50 percent of the
benefit is valued using the generational mortality table for annuities and 50 percent of
the benefit is valued using the static mortality table for lump sums); and |
|
|
|
|
No pre-retirement decrements (i.e., no pre-retirement termination from any cause
including but not limited to voluntary resignation, death or early retirement). |
Tax Code Limitations
As a tax-qualified defined benefit plan, the Pentegra DB Plan is subject to limitations imposed by
the Internal Revenue Code of 1986, as amended. Specifically, Section 415(b)(1)(A) of the Internal
Revenue Code places a limit on the amount of the annual pension benefit that can be paid from a
tax-qualified plan (for 2009, this amount was $195,000 at age 65). The annual pension benefit
limit is less than $195,000 in the event that an employee retires before reaching age 65 (the
extent to which the limit is reduced is dependent upon the age at which the employee retires, among
other factors). In addition, Section 401(a)(17) of the Internal Revenue Code limits the amount of
annual earnings that can be used to calculate a pension benefit (for 2009, this amount was
$245,000).
142
From time to time, the Internal Revenue Service will increase the maximum compensation limit for
qualified plans. Future increases, if any, would be expected to increase the value of the
accumulated pension benefits accruing to our named executive officers. For 2010, the Internal
Revenue Service did not increase the maximum compensation limit. In addition, the Internal Revenue
Service elected not to increase the maximum allowable annual benefit in 2010.
Benefit Formula
The annual benefit payable under the Pentegra DB Plan (assuming a participant chooses a single life
annuity with a lump sum death benefit) is calculated using the following formula:
|
|
|
3 percent x years of service credited prior to July 1, 2003 x high three-year
average compensation |
plus
|
|
|
2 percent x years of service credited on or after July 1, 2003 x high three-year
average compensation |
The high three-year average compensation is the average of a participants highest three
consecutive calendar years of compensation. Compensation covered by the Pentegra DB Plan includes
taxable compensation as reported on the named executive officers W-2 (reduced by any receipts of
compensation deferred from a prior year) plus any pre-tax contributions to our Section 401(k) plan
and/or Section 125 cafeteria plan, subject to the 2009 Internal Revenue Code limitation of $245,000
per year. In 2009, the compensation of all of our named executive officers exceeded the Internal
Revenue Code limit.
The plan limits the maximum years of benefit service for all participants to 30 years. As of
December 31, 2009, all of our named executive officers had accumulated 6.5 years of credited
service at the 2 percent service accrual rate; the remainder of each of our named executive
officers service has been credited at the 3 percent service accrual rate. As a matter of policy,
we do not grant extra years of credited service to participants in the Pentegra DB Plan.
Vesting
As of December 31, 2009, all of our named executive officers were fully vested in their accrued
pension benefits.
Early Retirement
Employees enrolled in the Pentegra DB Plan are eligible for early retirement at age 45 if hired
prior to July 1, 2003. If hired on or after July 1, 2003 and before January 1, 2007, employees are
eligible for early retirement at age 55 if they have at least 10 years of service with us.
Employees hired on or after January 1, 2007 who meet the eligibility requirements to participate in
the Pentegra DB Plan are eligible for early retirement at age 55 if they have at least 10 years of
accrued benefit service in the Pentegra DB Plan, including prior credited service. If an employee
wishes to retire before reaching his or her unreduced benefit age, an early retirement reduction
factor (or penalty) is applied. If the sum of an employees age and benefit service is at least
70, the Rule of 70 would apply and the employees benefit would be reduced by 1.5 percent for
each year that the benefit is paid prior to reaching his or her unreduced benefit age. If an
employee hired prior to July 1, 2003 terminates his or her employment prior to attaining the Rule
of 70, that employees benefit would be reduced by 3 percent for each year that the benefit is paid
prior to reaching his or her unreduced benefit age. The penalties are greater for those employees
hired on or after July 1, 2003 who have not attained the Rule of 70 prior to termination. The
early retirement reduction factor does not apply to an eligible employee if he or she retires as a
result of a disability.
As all of our named executive officers were hired prior to July 1, 2003, they are eligible to
receive an unreduced benefit at age 60. As of December 31, 2009, Mr. Smith, Ms. Parker, Mr. Joiner
and Mr. Lewis were over 45 years old and therefore were eligible for early retirement with reduced
benefits. Because Mr. Smith, Ms. Parker and Mr. Joiner have met the Rule of 70, the early
retirement reduction factor applicable to each of them is 1.5 percent for each year that the
benefit is paid prior to reaching age 60. The early retirement reduction factor applicable to Mr.
Lewis is 3 percent for each year that the benefit is paid prior to reaching age 60, as he has not
yet met the Rule of 70.
143
As of December 31, 2009, the reductions for Mr. Smith, Ms. Parker, Mr. Joiner and Mr. Lewis would
have been approximately 11 percent, 5 percent, 5 percent and 42 percent, respectively.
Forms of Benefit
Participants in the Pentegra DB Plan can choose from among the following standard payment options:
|
|
|
Single life annuity that is, a monthly payment for the remainder of the participants
life (this option provides for the largest annuity payment); |
|
|
|
|
Single life annuity with a lump sum death benefit equal to 12 times the annual
retirement benefit under this option, the death benefit is reduced by 1/12 for each year
that the retiree receives payments under the annuity. Accordingly, the death benefit is no
longer payable after 12 years (this option provides for a smaller annuity payment as
compared to the single life annuity); |
|
|
|
|
Joint and 50 percent survivor annuity a monthly payment for the remainder of the
participants life. If the participant dies before his or her survivor, the survivor
receives (for the remainder of his or her life) a monthly payment equal to 50 percent of
the amount the participant was receiving prior to his or her death (this option provides
for a smaller annuity payment as compared to the single life annuity with a lump sum death
benefit); |
|
|
|
|
Joint and 100 percent survivor annuity with a 10-year certain benefit feature a
monthly payment for the remainder of the participants life. If the participant dies
before his or her survivor, the survivor receives (for the remainder of his or her life)
the same monthly payment that the participant was receiving prior to his or her death. If
both the participant and the survivor die before the end of 10 years, the participants
named beneficiary receives the same monthly payment for the remainder of the 10-year period
(this option provides for a smaller annuity payment as compared to the joint and 50 percent
survivor annuity); or |
|
|
|
|
Lump sum payment at retirement in lieu of a monthly annuity. |
In addition, other payment options, actuarially equivalent to the foregoing, can be designed for a
participant, subject to certain limitations.
NONQUALIFIED DEFERRED COMPENSATION
The following table sets forth information for 2009 regarding our Nonqualified Deferred
Compensation Plan (NQDC Plan) and our Special Nonqualified Deferred Compensation Plan, which
serves primarily as a supplemental executive retirement plan (SERP). Both plans are defined
contribution plans. The assets associated with these plans are held in a grantor trust that is
administered by a third party. All assets held in the trust may be subject to forfeiture in the
event of our receivership or conservatorship. As explained in the narrative following the table,
our SERP is divided into three groups (Group 1, Group 2 and Group 3) based upon differences in
participation, vesting characteristics and responsibility for investment decisions.
144
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate Earnings |
|
|
|
|
|
|
|
|
|
Executive Contributions |
|
|
Registrant Contributions |
|
|
(Losses) in Last |
|
|
Aggregate Withdrawals/ |
|
|
Aggregate Balance at |
|
Name |
|
in Last Fiscal Year ($) (1) |
|
|
in Last Fiscal Year ($) (2) |
|
|
Fiscal Year ($) (3) |
|
|
Distributions ($) |
|
|
Last Fiscal Year End ($) (4) |
|
Terry Smith |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NQDC Plan |
|
|
2,000 |
|
|
|
28,200 |
|
|
|
(401 |
) |
|
|
130,836 |
|
|
|
60,675 |
|
SERP Group 1 |
|
|
|
|
|
|
256,525 |
|
|
|
173,840 |
|
|
|
|
|
|
|
772,809 |
|
SERP Group 3 |
|
|
|
|
|
|
57,644 |
|
|
|
1,231 |
|
|
|
|
|
|
|
485,335 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,000 |
|
|
|
342,369 |
|
|
|
174,670 |
|
|
|
130,836 |
|
|
|
1,318,819 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael Sims |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NQDC Plan |
|
|
2,000 |
|
|
|
5,975 |
|
|
|
8 |
|
|
|
12,292 |
|
|
|
7,979 |
|
SERP Group 1 |
|
|
|
|
|
|
49,005 |
|
|
|
33,730 |
|
|
|
|
|
|
|
150,467 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,000 |
|
|
|
54,980 |
|
|
|
33,738 |
|
|
|
12,292 |
|
|
|
158,446 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nancy Parker |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NQDC Plan |
|
|
5,000 |
|
|
|
5,375 |
|
|
|
(189 |
) |
|
|
16,971 |
|
|
|
10,379 |
|
SERP Group 1 |
|
|
|
|
|
|
99,919 |
|
|
|
75,354 |
|
|
|
|
|
|
|
342,562 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,000 |
|
|
|
105,294 |
|
|
|
75,165 |
|
|
|
16,971 |
|
|
|
352,941 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paul Joiner |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NQDC Plan |
|
|
2,000 |
|
|
|
1,350 |
|
|
|
4,515 |
|
|
|
52,523 |
|
|
|
39,349 |
|
SERP Group 1 |
|
|
|
|
|
|
75,771 |
|
|
|
53,765 |
|
|
|
|
|
|
|
241,409 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,000 |
|
|
|
77,121 |
|
|
|
58,280 |
|
|
|
52,523 |
|
|
|
280,758 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tom Lewis |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NQDC Plan |
|
|
2,000 |
|
|
|
1,140 |
|
|
|
1,636 |
|
|
|
147,844 |
|
|
|
51,457 |
|
SERP Group 1 |
|
|
|
|
|
|
20,778 |
|
|
|
16,752 |
|
|
|
|
|
|
|
77,117 |
|
SERP Group 2 |
|
|
|
|
|
|
|
|
|
|
1,389 |
|
|
|
|
|
|
|
6,189 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,000 |
|
|
|
21,918 |
|
|
|
19,777 |
|
|
|
147,844 |
|
|
|
134,763 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
All amounts in this column are included in the Salary column for 2009 in the Summary
Compensation Table. |
|
(2) |
|
All amounts in this column are included in the All Other Compensation column for 2009 in the
Summary Compensation Table. |
|
(3) |
|
The earnings presented in this column are not included in the Change in Pension Value and
Nonqualified Deferred Compensation Earnings
column for 2009 in the Summary Compensation Table as such earnings are not at above-market or
preferential rates. |
|
(4) |
|
The balances presented in this column are comprised of the amounts shown in the table below
entitled Components of Nonqualified Deferred
Compensation Accounts at Last Fiscal Year End. |
Components of Nonqualified Deferred Compensation Accounts
at Last Fiscal Year End
The following table sets forth the amounts included in the aggregate balance of each named
executive officers nonqualified deferred compensation accounts as of December 31, 2009 that are
attributable to: (1) executive and Bank contributions that are reported in the Summary
Compensation Table; (2) executive and Bank contributions that either were reported in the summary
compensation table for 2006 or that would have been reportable in years prior to 2006 if we had
been a registrant in those years and a summary compensation table (in the tabular format presented
above) had been required; and (3) earnings (losses) accumulated through December 31, 2009 (2009 and
prior years) that either have not been reported, or would not have been reportable, in a summary
compensation table because such earnings were not at above-market or preferential rates. Because
all of our named executive officers have received distributions from our NQDC Plan, the amounts
presented exclude any prior contributions and the accumulated earnings or losses on those
contributions that have previously been distributed, as such assets are no longer held in their
NQDC Plan accounts.
145
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts Not Previously Distributed |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reportable |
|
|
Cumulative Earnings |
|
|
|
|
|
|
Amounts Reported in |
|
|
Compensation |
|
|
Excluded from |
|
|
|
|
|
|
Summary Compensation Table |
|
|
Related to Years |
|
|
Reportable |
|
|
|
|
Name |
|
2009 ($) |
|
|
2008 ($) |
|
|
2007 ($) |
|
|
Prior to 2007 ($) |
|
|
Compensation ($) |
|
|
Total ($) |
|
Terry Smith |
|
|
344,369 |
|
|
|
247,823 |
|
|
|
210,244 |
|
|
|
353,132 |
|
|
|
163,251 |
|
|
|
1,318,819 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael Sims |
|
|
56,980 |
|
|
|
44,855 |
|
|
|
10,830 |
|
|
|
29,318 |
|
|
|
16,463 |
|
|
|
158,446 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nancy Parker |
|
|
110,294 |
|
|
|
95,084 |
|
|
|
29,237 |
|
|
|
83,015 |
|
|
|
35,311 |
|
|
|
352,941 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paul Joiner |
|
|
79,121 |
|
|
|
77,252 |
|
|
|
20,931 |
|
|
|
54,261 |
|
|
|
49,193 |
|
|
|
280,758 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tom Lewis |
|
|
23,918 |
|
|
|
18,383 |
|
|
|
8,736 |
|
|
|
68,039 |
|
|
|
15,687 |
|
|
|
134,763 |
|
NQDC Plan
Under our NQDC Plan, our named executive officers and other highly compensated employees may elect
to defer receipt of all or part of their VPP award and a portion of their base salary, subject in
all cases to a minimum annual deferral of $2,000. Deferral elections are made by eligible
employees in December of each year for amounts to be earned in the following year and are
irrevocable, except that participants could make new payment elections on or before December 31,
2008 with respect to both the time and form of payments of certain of their NQDC Plan account
balances due to transition relief granted by the Internal Revenue Service regarding the application
of Section 409A of the Internal Revenue Code to nonqualified deferred compensation plans. Based
upon the length of service of our named executive officers, we match 200 percent of the first 3
percent of their contributed base salary reduced by 6 percent of their eligible compensation under
our qualified plan (for 2009, the maximum compensation limit for qualified plans was $245,000).
Base salary deferred under our NQDC Plan is not included in eligible compensation for purposes of
our qualified plan. Participating executives are fully vested in their NQDC Plan account balance
at all times.
Participating executives direct the investment of their NQDC Plan account balances in an array of
externally managed mutual funds that are approved from time to time by our Deferred Compensation
Investment Committee, which is comprised of several of our senior officers. Participants can
choose from among several different investment options, including domestic and international equity
funds, bond funds, money market funds and asset allocation funds. The mutual funds offered through
the NQDC Plan (and our other non-qualified plans) employ investment strategies that are similar
(although not identical) to those utilized in the funds that are available to participants in our
tax-qualified 401(k) plan, which is managed by a different third-party sponsor. Participants can
change their investment selections prospectively by contacting the trust administrator. There are
no limitations on the frequency and manner in which participants can change their investment
selections.
When participants elect to defer amounts into our NQDC Plan, they also specify when the amounts
will ultimately be distributed to them. Distributions may either be made in a specific year,
whether or not their employment has then ended, or at a time that begins at or after the
participants retirement or separation. Participants can elect to receive either a lump sum
distribution or annual installment payments over periods ranging from 2 to 20 years. Once
selected, participants distribution schedules cannot be accelerated except as was permitted under
the transition relief provisions discussed above. For deferrals made on or after January 1, 2005,
a participant may postpone a distribution from the NQDC Plan to a future date that is later than
the date originally specified on the deferral election form if the following two conditions are
met: (1) the participant must make the election to postpone the distribution at least one year
prior to the date the distribution was originally scheduled to occur and (2) the future date must
be at least five years later than the originally scheduled distribution date. Participants may not
postpone deferrals made prior to January 1, 2005 without the approval of our Deferred Compensation
Investment Committee.
146
SERP
Our SERP was established primarily to provide supplemental retirement benefits to our executive
officers. As noted above, our SERP is divided into three groups (Group 1, Group 2 and Group 3)
based upon differences in participation, vesting characteristics and responsibility for investment
decisions. Group 2, as explained below, was established to provide benefits to a specified group
of our employees, only one of whom is a named executive officer.
Group 1
All of our named executive officers participate in Group 1. Each participants benefit in Group 1
consists of contributions made by us on the participants behalf, plus or minus an allocation of
the investment gains or losses on the assets used to fund the plan. Effective January 1, 2009,
Group 1 benefits vest on the date on which the sum of the participants age and years of service
with us is at least 70. Prior to January 1, 2009, Group 1 benefits did not vest until the
participant reached age 62. If, prior to becoming vested, the officer terminates employment for
any reason other than death or disability, or he or she is removed from Group 1, all benefits under
the plan are forfeited. The provisions of the plan provide for accelerated vesting in the event of
a participants death or disability. Contributions to the Group 1 SERP are determined solely at
the discretion of our Board of Directors and we have no obligation to make future contributions to
the Group 1 SERP. Participants are not permitted to make contributions to the Group 1 SERP. The
ultimate benefit to a participant is based solely on the contributions made by us on his or her
behalf and the earnings or losses on those contributions. We do not guarantee a specific benefit
amount or investment return to any participant. In addition, we have the right at any time to
amend or terminate the Group 1 SERP, or to remove a participant from the group at our discretion,
except that no amendment, modification or termination may reduce the then vested account balance of
any participant. Based upon his or her age and years of service with us as of December 31, 2009,
Mr. Smith, Ms. Parker and Mr. Joiner are each fully vested in his or her Group 1 benefits. If a
vested executive retires or is terminated prior to reaching age 62, that participants Group 1
account balance will be paid at the time the executive reaches age 62, in either a lump sum
distribution or annual installment payments over periods ranging from 2 to 20 years based on that
participants preexisting election. If the executive retires or is terminated after reaching age
62, or upon a separation of service at any age due to a disability, the participants Group 1
account balance will be paid at that time in either a lump sum distribution or annual installment
payments over periods ranging from 2 to 20 years based on that participants preexisting election.
If installment payments had previously been elected, the Group 1 account balance will be deposited
into our NQDC Plan and invested in accordance with the participants investment selections. If a
participant dies before reaching age 62, his or her Group 1 account balance will be paid to the
participants beneficiary in a lump sum distribution within 90 days of the participants death.
Group 1 assets are currently invested in one of the asset allocation funds managed by the
administrator of our grantor trust. Decisions regarding the investment of the Group 1 assets are
the sole responsibility of our Deferred Compensation Investment Committee.
Group 2
Mr. Lewis is the only named executive officer who participates in Group 2. Eligibility for the
Group 2 SERP was limited to all of our employees who were employed as of June 30, 2003 but who were
not eligible to receive a special one-time supplemental contribution to our qualified plan (the
Pentegra Defined Contribution Plan for Financial Institutions) because of limitations imposed by
that plan (only employees eligible to receive a matching contribution as of December 31, 2002 were
eligible to receive the one-time supplemental contribution to our qualified plan). At the time the
SERP was established, 22 ineligible employees, including Mr. Lewis, were enrolled in Group 2. The
supplemental contribution, equal to 3 percent of each ineligible employees base salary as of June
30, 2003, was made to the Group 2 SERP to partially offset a reduction in the employee service
accrual rate applicable to our defined benefit pension plan (the Pentegra DB Plan) from 3 percent
to 2 percent effective July 1, 2003. Because our other named executive officers were eligible to
receive a matching contribution as of December 31, 2002, the special one-time supplemental
contribution was made on their behalf to our qualified plan in 2003. Our employees are not
permitted to make contributions to the Group 2 SERP, nor do we intend to make any future
contributions to the Group 2 SERP. Mr. Lewis is fully vested in the one-time contribution and the
accumulated earnings on that contribution. The ultimate benefit to be derived by Mr. Lewis from
Group 2 is dependent upon the earnings or losses generated on the one-time contribution. We have
not guaranteed a specific benefit amount or investment return to him or any of the other employees
participating in Group 2. Based on his preexisting election,
147
Mr. Lewis benefit under Group 2 is payable as a lump sum distribution upon termination of his
employment for any reason. Group 2 assets are currently invested in one of the asset allocation
funds managed by the administrator of our grantor trust. Similar to Group 1, decisions regarding
the investment of the Group 2 assets are the sole responsibility of our Deferred Compensation
Investment Committee.
Group 3
Group 3 was established solely for the benefit of Mr. Smith. Mr. Smiths Group 3 benefits vested
as of January 1, 2010 and are payable to him upon his termination of employment for any reason.
Contributions to the Group 3 SERP are determined solely at the discretion of our Board of
Directors. We have no obligation to make future contributions to the Group 3 SERP, nor is Mr.
Smith permitted to make contributions to the Group 3 SERP. The ultimate benefit to be derived by
Mr. Smith from the Group 3 SERP is based solely on the contributions we make on his behalf and the
earnings or losses on those contributions. We do not guarantee a specific benefit amount or
investment return to him. In addition, we have the right at any time to amend or terminate the
Group 3 SERP at our discretion, except that no amendment, modification or termination may reduce
Mr. Smiths then vested account balance. If Mr. Smith retires, becomes disabled or his employment
is otherwise terminated, the balance of his Group 3 SERP account will be paid as a lump sum
distribution based on his preexisting election. If Mr. Smith were to die, his Group 3 SERP account
would be paid to his beneficiary in a lump sum distribution within 90 days of his death. Mr. Smith
directs the investment of his Group 3 account balance among the same mutual funds that are
available to participants in our NQDC Plan. Mr. Smith can change his investment selections
prospectively by contacting the administrator of our grantor trust. There are no limitations on
the frequency and manner in which he can change his investment selections.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
On November 20, 2007 (Effective Date), we entered into employment agreements with each of the
named executive officers. Each of the employment agreements provides that our employment of the
executive officer will continue for three years from the Effective Date unless terminated earlier
for any of the following reasons: (1) death; (2) disability; (3) termination by us for Cause (as
discussed below); (4) termination by us for other than Cause (i.e., for any other reason or for no
reason); or (5) termination by the executive officer with Good Reason (as discussed below). As of
each anniversary of the Effective Date, an additional year is automatically added to the unexpired
term of the employment agreement unless either we or the executive officer gives a notice of
non-renewal. Within 90 days before each anniversary of the Effective Date, either we or the
executive officer may give a written notice of non-renewal and the term of the executive officers
employment will no longer be automatically extended each year. In the event a notice of
non-renewal is given by us or the executive, we may, in our sole discretion, require the executive
officer to remain employed through the remaining term of the employment agreement, or relieve the
executive officer of his or her duties at any time during the unexpired term. In 2009, neither we
nor any of the executive officers gave a notice of non-renewal. As a result, an additional year
was added to the unexpired term of each of the employment agreements.
For purposes of the employment agreements, Cause is defined to mean any of the following: (i) the
executive is convicted of a felony or a crime involving moral turpitude; (ii) the executives
conduct causes him or her to be barred from employment with us by any law or regulation or by any
order of, or agreement with, any regulatory authority; (iii) the executive commits any act
involving dishonesty, disloyalty or fraud with respect to us or any of our members; (iv) the
executive fails to perform duties which are reasonably directed by our Board of Directors and/or
our President and Chief Executive Officer which are consistent with the terms of the employment
agreement and the executives position with us; (v) gross negligence or willful misconduct by the
executive with respect to us or any of our members; or (vi) the executive violates any of our
policies or commits a material breach of a material provision of the employment agreement. For
purposes of the employment agreements, Good Reason means: (i) a reduction by us of the executives
job grade in effect as of the Effective Date, (ii) a reduction by us of the executive officers
title in effect as of the Effective Date, (iii) a reduction by us of the executives incentive
compensation award range under the VPP in effect as of the Effective Date unless the reduction is
the result of our Board of Directors modifying the VPP award ranges for all similarly situated
executives, (iv) a reduction by us of the executives base salary amount in effect as of the
Effective Date or the executives current base salary amount, whichever is greater, except if
associated with a general reduction in compensation among executives in the same job grade or
executives that are similarly situated (which reduction shall not exceed 5 percent of the
executives base
148
salary amount in effect at the time of the reduction), (v) a requirement by us that the executive
relocate his or her permanent residence more than 100 miles, or (vi) we, or substantially all of
our assets, are effectively acquired by another Federal Home Loan Bank through merger or other form
of acquisition and the surviving banks Board of Directors or President makes material changes to
the executives job duties. Good Reason will not exist if the executive voluntarily agrees in
writing to the changes described in the immediately preceding sentence.
Under the terms of each employment agreement, in the event that the executive officers employment
with us is terminated either by the executive officer for Good Reason or by us other than for
Cause, or in the event that either we or the executive officer gives notice of non-renewal and we
relieve the executive officer of his or her duties under the employment agreement (each, a
Triggering Event), the executive officer shall be entitled to receive the following payments
(each, a Termination Payment and collectively, the Termination Payments):
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i) |
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all accrued and unpaid base salary for time worked through the date
of termination of the executive officers employment (Termination
Date); |
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ii) |
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all accrued but unutilized vacation time as of the Termination Date; |
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iii) |
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base salary continuation (at the base salary in effect at the time
of termination) from the Termination Date through the end of the
remaining term of the employment agreement; |
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iv) |
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continued participation in any incentive compensation plan in
existence as of the Termination Date, provided that all other
eligibility and performance objectives are met, as if the executive
officer had continued employment through December 31 of the year in
which the termination occurs (the executive officer will not be
eligible for incentive compensation with respect to any year
following the year of termination); |
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v) |
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continuation of any elective health care benefits that we are
providing to the executive officer as of his or her Termination
Date in accordance with the terms of our general Reduction in
Workforce Policy (under this policy, the continuation of health
care benefits is limited to no more than a one-year period); and |
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vi) |
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a lump sum payment calculated based on the product of (X) and
(Y) where X means the then current monthly premium charge for the
COBRA Continuation Coverage under the health care benefits plan of
the kind the executive officer then subscribes to and Y means
(a) the number of months for which base salary is payable under
(iii) above minus (b) the number of months of health care benefits
coverage provided to the executive officer under (v) above. |
In addition to the amounts in items (i) through (vi) above, the executive officer will be entitled
to receive the amount in his or her Group 1 SERP account (either in a lump sum distribution or
annual installment payments as described above), provided he or she is vested in such benefits at
the time of a Triggering Event. In the case of Mr. Smith, his Group 3 SERP account balance would
also become payable as he vested in those benefits on January 1, 2010.
If the executive officers employment with us is terminated for any reason other than a Triggering
Event, the executive officer will be entitled only to the amounts in items (i) and (ii) above
provided, however, if his or her termination is due to a death or disability or if he or she is
otherwise vested, the executives Group 1 SERP account balance (and, in the case of Mr. Smith, his
Group 3 SERP account balance) would become payable to the executive (or his or her beneficiary)
either in a lump sum distribution or annual installment payments as described above. Further, in
the case of Mr. Lewis, his Group 2 SERP account balance is payable as a lump sum distribution upon
termination of his employment for any reason, including death, disability or the occurrence of a
Triggering Event. On or after January 1, 2010, Mr. Smiths Group 3 SERP account balance is payable
as a lump sum distribution upon termination of his employment for any reason. As of December 31,
2009, Mr. Smiths Group 3 SERP account balance was $485,335.
The employment agreements provide that the executive officer will not be entitled to any other
salary, incentive compensation or severance payments other than those specified above or as
required by applicable law.
The terms of the employment agreements also specify that the right to receive payments under items
(iii) through (vi) above is contingent upon the executive officer signing a general release of all
claims against us and refraining
149
from: (1) becoming employed by any other Federal Home Loan Bank or other entity in which the
executive officer would serve in a role to affect that entitys decisions with respect to any
product or service that competes with our credit products during the period in which the executive
officer is owed Termination Payments; (2) soliciting, contacting, calling upon, communicating with
or attempting to communicate with any of our members with which the executive officer had business
dealings while employed by us with respect to any product or service that competes with our credit
products during the period in which the executive officer is owed Termination Payments; and
(3) recruiting, hiring or engaging the services of any of our employees with whom the executive
officer had contact during the executive officers employment with us for a period of one year
after his or her Termination Date. The executive officer may irrevocably elect, prior to his or her
Termination Date, not to receive the Termination Payments provided for in items (iii) through
(vi) above and, if the executive officer makes such election, he or she will be released from any
obligation to comply with clauses (1) and (2) in the immediately preceding sentence.
The following table sets forth the amounts that would have been payable to our named executive
officers as of December 31, 2009 if a Triggering Event had occurred on that date. As of December
31, 2009, health care benefits continuation for these executive officers under our Reduction in
Workforce Policy would have ranged from 6 months (in the case of Mr. Lewis) to one year (in the
case of Ms. Parker and Messrs. Smith, Sims and Joiner).
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Undiscounted |
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Accrued/ |
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Accrued/ |
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Undiscounted |
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Value of |
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COBRA |
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|
|
|
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Unpaid Base |
|
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Unused |
|
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Value of |
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2009 |
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Health Care |
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Continuation |
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Total |
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Salary as of |
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Vacation as |
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Base Salary |
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VPP |
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Benefits |
|
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Coverage Lump |
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SERP |
|
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SERP |
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Termination |
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Name |
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12/31/09 ($) |
|
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of 12/31/09 ($) |
|
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Continuation ($) |
|
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Award ($) |
|
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Continuation ($) |
|
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Sum Payment ($) |
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Group 1 ($) |
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Group 2 ($) |
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Benefit ($) |
|
Terry Smith |
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|
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908 |
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2,065,754 |
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279,279 |
|
|
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12,373 |
|
|
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24,190 |
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|
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772,809 |
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3,155,313 |
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Michael Sims |
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5,462 |
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1,025,654 |
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82,294 |
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21,243 |
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41,530 |
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1,176,183 |
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Nancy Parker |
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5,308 |
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996,763 |
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79,800 |
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6,615 |
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12,932 |
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342,562 |
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1,443,980 |
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Paul Joiner |
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31,164 |
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772,852 |
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66,708 |
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|
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21,243 |
|
|
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41,530 |
|
|
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241,409 |
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|
|
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|
|
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1,174,906 |
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|
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|
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|
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Tom Lewis |
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|
|
|
|
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18,287 |
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|
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762,740 |
|
|
|
65,835 |
|
|
|
10,622 |
|
|
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52,364 |
|
|
|
|
|
|
|
6,189 |
|
|
|
916,037 |
|
In the event of the death or disability of any of our named executive officers, we have no
obligation to provide any benefits beyond those that are provided for in our group life and
disability insurance programs that are available generally to all salaried employees and that do
not discriminate in scope, terms or operation in favor of our executive officers, with the
following exception. Under our short-term disability plan, officers (including but not limited to
our executive officers) are entitled to receive an income benefit equal to 100 percent of their
base salary for up to 6 months. For non-officers, the plan provides an income benefit equal to 50
percent of their base salary for up to 6 months. In each case, the employee must first use up all
of his or her accrued and unused vacation and flex leave. Except as noted above with regard to our
SERP, our qualified and nonqualified retirement plans do not provide for any enhancements or
accelerated vesting in connection with a termination, including a termination resulting from any of
the triggering events described above or the death or disability of a named executive officer.
Following a termination for any reason, the balance of a named executive officers NQDC Plan
account would be distributed pursuant to the instructions in his or her deferral election forms and
he or she would be entitled to cash out any accrued and unused vacation. Other than the benefits
described above in connection with the triggering events and ordinary retirement benefits subject
to applicable requirements for those benefits (such as eligibility), we do not provide any post-employment benefits or perquisites to any employees, including our named
executive officers.
We also sponsor a retirement benefits program that includes health care and life insurance benefits
for eligible retirees. While eligibility for participation in the program and required participant
contributions vary depending upon an employees age, hire date and length of service, the
provisions of the plan apply equally to all employees, including our named executive officers. For
a discussion of our retirement benefits program, see pages F-41 through F-43 of this Annual Report
on Form 10-K.
On July 30, 2008, the Housing and Economic Recovery Act of 2008 was enacted. Among other things,
this legislation gave the Director of the Finance Agency (the Director) the authority to limit,
by regulation or order, any golden parachute payment. In September 2008, the Finance Agency issued
an interim final regulation relating to golden parachute payments (the Golden Parachute
Regulation). The Golden Parachute Regulation defines a
150
golden parachute payment as any payment
(or any agreement to make any payment) in the nature of compensation by any FHLBank for the benefit
of certain parties (including a FHLBanks officers) that (i) is contingent on, or by its terms is
payable on or after, the termination of such partys primary employment or affiliation with the
FHLBank and (ii) is received on or after the date on which one of the following events occurs: (a)
the FHLBank became insolvent; (b) any conservator or receiver is appointed for the FHLBank; or (c)
the Director determines that the FHLBank is in a troubled condition. Additionally, any payment
that would be a golden parachute payment but for the fact that such payment was made before the
date that one of the above-described events occurred will be treated as a golden parachute payment
if the payment was made in contemplation of the event.
The following types of payments are excluded from the definition of golden parachute payment
under the Golden Parachute Regulation: (i) any payment made pursuant to a retirement plan that is
qualified (or is intended within a reasonable period of time to be qualified) under Section 401 of
the Internal Revenue Code of 1986 or pursuant to a pension or other retirement plan that is
governed by the laws of any foreign country; (ii) any payment made pursuant to a bona fide deferred
compensation plan or arrangement that the Director determines, by regulation or order, to be
permissible; or (iii) any payment made by reason of death or by reason of termination caused by the
disability of the officer.
On June 29, 2009, the Finance Agency issued a proposed rule to amend the Golden Parachute
Regulation to, among other things, address in more detail prohibited and permissible golden
parachute payments. In addition to the payments described above that are excluded from the
definition of golden parachute payment, the proposed rule would specify that golden parachute
payment also does not include (i) any payment made pursuant to a benefit plan as defined in the
proposed rule (which includes employee welfare benefit plans as defined in section 3(1) of the
Employee Retirement Income Security Act of 1974); (ii) any payment made pursuant to a
nondiscriminatory severance pay plan or arrangement that provides for payment of severance benefits
of generally no more than 12 months prior base compensation to all eligible employees upon
involuntary termination other than for cause, voluntary resignation, or early retirement, subject
to certain exceptions; (iii) any severance or similar payment that is required to be made pursuant
to a state statute or foreign law that is applicable to all employers within the appropriate
jurisdiction (with the exception of employers that may be exempt due to their small number of
employees or other similar criteria); or (iv) any other payment that the Director determines to be
permissible. The proposed rule would also define bona fide deferred compensation plan or
arrangement to clarify when a payment made pursuant to a deferred compensation plan or arrangement
would be excluded from the definition of golden parachute payment.
In the preamble to the proposed rule, the Finance Agency stated that it intends that the proposed
amendments would apply to agreements entered into by a FHLBank on or after the date the regulation
is effective. If the Finance Agency were to issue a final rule that applies the provisions of the
proposed amendments to agreements in existence before the date the final rule was effective (which
would include our existing employment agreements), the effect of the proposed amendments would be
to reduce payments that might otherwise be payable to our named executive officers if a Triggering
Event were to occur at a time at which we were (or it was contemplated that we could become)
insolvent, in a troubled condition or the subject of a conservatorship or receivership.
DIRECTOR COMPENSATION
Director fees are determined at the discretion of our board of directors, provided such fees are
required by the Finance Agency to be reasonable. For 2009, our directors received a monthly
retainer fee in the amount of $1,250 ($15,000 annually) plus a fee based on the number of our
regularly scheduled board meetings that they attended in person. Our directors were entitled to
receive the maximum meeting fees if they attended at least six of our seven regularly scheduled
board meetings in 2009. The maximum meeting fees that could be earned by our directors were as
follows: Chairman of the Board $45,000; Vice Chairman of the Board $40,000; Chairman of the
Audit Committee $40,000; chairmen of all other board committees $35,000; and all other
directors $30,000.
The following table sets forth the compensation earned by our directors in 2009. Four of the
directors presented in the table, Tyson T. Abston, H. Gary Blankenship, Willard L. Jackson, Jr. and
Glenn Wertheim, no longer serve on our board of directors. Mr. Wertheim resigned from our board of
directors effective November 19, 2009. The terms
151
of Messrs. Abston, Blankenship and Jackson
expired on December 31, 2009. Other than Mr. Wertheim, all of the directors shown in the table
served on our board of directors during all of 2009.
DIRECTOR COMPENSATION
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Change in Pension |
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Non-equity |
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|
Value and Nonqualified |
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|
Fees Earned or |
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Stock |
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|
|
Option |
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Incentive Plan |
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Deferred Compensation |
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All Other |
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Name |
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Paid in Cash ($) |
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Awards ($) |
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Awards ($) |
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Compensation ($) |
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Earnings ($) |
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Compensation ($) |
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Total ($) |
|
Lee R.
Gibson,
Chairman
in 2009 |
|
|
60,000 |
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|
|
|
|
|
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|
* |
|
|
|
60,000 |
|
Mary E.
Ceverha,
Vice
Chairman in
2009 |
|
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55,000 |
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* |
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55,000 |
|
Tyson T.
Abston |
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45,000 |
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|
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* |
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45,000 |
|
H. Gary
Blankenship |
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45,000 |
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* |
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45,000 |
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Patricia P.
Brister |
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45,000 |
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|
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* |
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45,000 |
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Bobby L.
Chain |
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50,000 |
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|
|
|
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* |
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|
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50,000 |
|
James H.
Clayton |
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50,000 |
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* |
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50,000 |
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C. Kent
Conine |
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45,000 |
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* |
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45,000 |
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Howard R.
Hackney |
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55,000 |
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|
|
|
|
|
* |
|
|
|
55,000 |
|
Willard L.
Jackson,
Jr. |
|
|
40,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
|
|
40,000 |
|
Charles G.
Morgan, Jr. |
|
|
50,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
|
|
50,000 |
|
James W.
Pate, II |
|
|
45,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
|
|
45,000 |
|
Joseph F.
Quinlan,
Jr. |
|
|
45,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
|
|
45,000 |
|
Margo S.
Scholin |
|
|
45,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
|
|
45,000 |
|
Anthony S.
Sciortino |
|
|
50,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
|
|
50,000 |
|
John B.
Stahler |
|
|
50,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
|
|
50,000 |
|
Glenn
Wertheim |
|
|
40,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
|
|
40,000 |
|
|
|
|
* |
|
Our directors did not receive any other form of compensation in 2009 other than the
limited perquisites which are discussed below. For each director, these perquisites were less than $10,000. |
Our directors may defer any or all of their fees under the terms of a separate nonqualified
deferred compensation plan (the Directors NQDC Plan). While separate from the NQDC Plan that is
available to our highly compensated employees, the Directors NQDC Plan operates in a similar manner. The assets
associated with the plan are held in the same grantor trust that is utilized for our NQDC Plan and
SERP. Deferral elections must be made in December of each year for amounts to be earned in the
following year and are irrevocable, except that participating board members could make new payment
elections on or before December 31, 2008 with respect to both the time and form of payments of
certain of their account balances due to transition relief granted by the Internal Revenue Service
regarding the application of Section 409A of the Internal Revenue Code to nonqualified deferred
compensation plans. Participating board members can elect to receive either a single lump sum
distribution or annual installment payments over periods ranging from 2 to 20 years. Likewise,
directors distribution schedules cannot be accelerated (except as was permitted under the
transition relief provisions discussed above) but they can be postponed under the same rules that
apply to our NQDC Plan. Participating board members direct the investment of their deferred fees
among the same externally managed mutual funds that are available to participants in our NQDC Plan.
As the earnings derived from these mutual funds are not at above-market or preferential rates,
they are not included in the table above. Our liability under the Directors NQDC Plan, which
consists of the accumulated compensation deferrals and the accrued earnings or losses on those
deferrals, totaled $796,000 at December 31, 2009.
We have a policy under which we will reimburse our directors for the travel expenses of a spouse
accompanying them to no more than two of our board meetings each year. In addition, we will
reimburse our directors for the meal expenses of a spouse accompanying them to any of our board
meetings. In 2009, all of the directors presented in the table utilized this benefit to some
extent at a total cost to us of $45,563. As no individual director was reimbursed more than $5,381
for spousal travel and meal expenses, these perquisites are not reportable as compensation in the
table above.
In accordance with Finance Agency regulations, we have established a formal policy governing the
travel reimbursement provided to our directors. During 2009, our directors Bank-related travel
expenses totaled $431,225, not including the spousal travel and meal reimbursements described
above.
152
For 2010, our directors will receive fees based on the number of our regularly scheduled board
meetings that they attend in person and the number and type of telephonic meetings in which they
participate, subject to a maximum compensation limit. The following table sets forth the annual
compensation limits and attendance fees that our directors will be entitled to receive for each
regular board meeting that they attend in 2010 (subject to a maximum of six meetings). In
addition, each director will receive (subject to the annual compensation limits) $1,000 for his or
her participation in each of our quarterly telephonic Audit Committee meetings that are held in
connection with the filing of our quarterly and annual reports with the Securities and Exchange
Commission and $500 for their participation in any special telephonic meetings of the Board of
Directors or any of its committees that are held for any other purpose.
|
|
|
|
|
|
|
|
|
|
|
Annual |
|
Fee For Attendance |
|
|
Compensation |
|
at Each Regular |
|
|
Limit |
|
Board Meeting |
Chairman of the Board |
|
|
$60,000 |
|
|
|
$9,500 |
|
Vice Chairman of the Board |
|
|
55,000 |
|
|
|
8,500 |
|
Chairman of the Audit Committee |
|
|
55,000 |
|
|
|
8,500 |
|
Chairmen of all other Board Committees |
|
|
50,000 |
|
|
|
8,000 |
|
All other Directors |
|
|
45,000 |
|
|
|
7,000 |
|
Compensation Committee Interlocks and Insider Participation
None of our directors who served on our Compensation and Human Resources Committee during 2009 was,
prior to or during 2009, an officer or employee of the Bank, nor did they have any relationships
requiring disclosure under applicable related party requirements. None of our executive officers
served as a member of the compensation committee (or similar committee) or board of directors of
any entity whose executive officers served on our Compensation and Human Resources Committee or
Board of Directors.
153
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
The Bank has only one class of stock authorized and outstanding, Class B Capital Stock, $100 par
value per share. The Bank is a cooperative and all of its outstanding capital stock is owned by
its members or, in some cases, by former members or non-member institutions that have acquired
stock by virtue of acquiring member institutions. All shareholders are financial institutions. No
individual owns any of the Banks capital stock. As a condition of membership, members are
required to maintain an investment in the capital stock of the Bank that is equal to a percentage
of the members total assets, subject to minimum and maximum thresholds. Members are required to
hold additional amounts of capital stock based upon an activity-based investment requirement.
Financial institutions that cease to be members are required to continue to comply with the Banks
activity-based investment requirement until such time that the activities giving rise to the
requirement have been fully extinguished.
As provided by statute and as further discussed in Item 10 Directors, Executive Officers and
Corporate Governance, the only voting right conferred upon the Banks members is for the election
of directors. Each member directorship is designated to one of the five states in the Banks
district and a member is entitled to vote only for member director candidates for the state in
which the members principal place of business is located. In addition, all eligible members in
the Banks district are entitled to vote for the nominees for independent directorships. In each
case, a member is entitled to cast, for each applicable directorship, one vote for each share of
capital stock that the member is required to hold, subject to a statutory limitation. Under this
limitation, the total number of votes that a member may cast is limited to the average number of
shares of the Banks capital stock that were required to be held by all members in that members
state as of the record date for voting. Non-member shareholders are not entitled to cast votes for
the election of directors.
As of February 28, 2010, there were 24,894,275 shares of the Banks capital stock (including
mandatorily redeemable capital stock) outstanding. The following table sets forth certain
information with respect to each shareholder that beneficially owned more than five percent of the
Banks outstanding capital stock as of February 28, 2010. Each shareholder has sole voting and
investment power for all shares shown (subject to the restrictions described above), none of which
represent shares with respect to which the shareholder has a right to acquire beneficial ownership.
Beneficial Owners of More than 5% of the Banks Outstanding Capital Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of |
|
|
|
Number of |
|
|
Outstanding |
|
Name and Address of Beneficial Owner |
|
Shares Owned |
|
|
Shares Owned |
|
Wells Fargo Bank South Central, National Association |
|
|
|
|
|
|
|
|
2085 Westheimer Road, Houston, TX 77098 |
|
|
7,990,971 |
|
|
|
32.10 |
% |
|
|
|
|
|
|
|
|
|
Comerica Bank |
|
|
|
|
|
|
|
|
1717 Main Street, Dallas, TX 75201 |
|
|
2,710,000 |
|
|
|
10.89 |
% |
The Bank does not offer any type of compensation plan under which its equity securities are
authorized to be issued to any person. Ten of the Banks 17 directorships are held by member
directors who by law must be officers or directors of a member of the Bank. The following table
sets forth, as of February 28, 2010, the number of shares owned beneficially by members that have
one of their officers or directors serving as a director of the Bank and the name of the director
of the Bank who is affiliated with each such member. Each shareholder has sole voting and
investment power for all shares shown (subject to the restrictions described above), none of which
represent shares with respect to which the shareholder has a right to acquire beneficial ownership.
154
Security Ownership of Directors Financial Institutions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number |
|
|
|
Percentage of |
|
|
|
Bank Director Affiliated |
|
of Shares |
|
|
|
Outstanding |
|
Name and Address of Beneficial Owner |
|
with Beneficial Owner |
|
Owned ** |
|
|
|
Shares Owned |
|
Southside Bank |
|
Lee R. Gibson |
|
|
362,692 |
|
|
|
1.46% |
|
1201 South Beckham, Tyler, TX 75701 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Texas Bank and Trust Company |
|
Howard R. Hackney |
|
|
28,962 |
|
|
|
* |
|
300 East Whaley, Longview, TX 75601 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
American National Bank |
|
John B. Stahler |
|
|
25,832 |
|
|
|
* |
|
2732 Midwestern Parkway, Wichita Falls, TX 76308 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
State-Investors Bank |
|
Anthony S. Sciortino |
|
|
23,156 |
|
|
|
* |
|
1041 Veterans Boulevard, Metairie, LA 70005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pine Bluff National Bank |
|
Charles G. Morgan, Jr. |
|
|
16,980 |
|
|
|
* |
|
912 Poplar Street, Pine Bluff, AR 71601 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Arkansas Bankers Bank |
|
Joseph F. Quinlan, Jr. |
|
|
15,226 |
|
|
|
* |
|
325 West Capitol Avenue, Suite 300,
Little Rock, AR 72201 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First National Bankers Bank |
|
Joseph F. Quinlan, Jr. |
|
|
7,274 |
|
|
|
* |
|
7813 Office Park Boulevard, Baton Rouge, LA 70809 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Planters Bank and Trust Company |
|
James H. Clayton |
|
|
7,067 |
|
|
|
* |
|
212 Catchings Street, Indianola, MS 38751 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank of the Southwest |
|
Ron G. Wiser |
|
|
3,525 |
|
|
|
* |
|
226 North Main Street, Roswell, NM 88201 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OMNIBANK, N.A. |
|
Julie A. Cripe |
|
|
3,456 |
|
|
|
* |
|
4328 Old Spanish Trail, Houston, TX 77021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liberty Bank |
|
Robert M. Rigby |
|
|
2,332 |
|
|
|
* |
|
5801 Davis Boulevard, North Richland Hills, TX
76180 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mississippi National Bankers Bank |
|
Joseph F. Quinlan, Jr. |
|
|
820 |
|
|
|
* |
|
300 Concourse Boulevard, Ridgeland, MS 39157 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Directors Financial Institutions as a group |
|
|
|
|
497,322 |
|
|
|
2.00% |
|
|
|
|
* |
|
Indicates less than one percent ownership. |
|
** |
|
All shares owned by the Directors Financial Institutions are pledged as collateral to secure extensions of credit from the Bank. |
155
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Transactions with Related Persons
Our capital stock can only be held by our members, by non-member institutions that acquire stock by
virtue of acquiring member institutions, or by our former members 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 are required by law to purchase our
capital stock. As a cooperative, our products and services are provided almost exclusively to our
shareholders. In the ordinary course of business, transactions between us and our shareholders are
carried out on terms that either are determined by competitive bidding in the case of auctions for
our advances and deposits or are established by us, including pricing and collateralization terms,
under our Member Products and Credit Policy, which treats all similarly situated members on a
non-discriminatory basis. We provide, in the ordinary course of business, products and services to
members whose officers or directors may serve as our directors (Directors Financial
Institutions). Currently, 10 of our 17 directors are officers or directors of member
institutions. Our products and services are provided to Directors Financial Institutions and to
holders of more than five percent of our capital stock on terms that are no more favorable to them
than comparable transactions with our other similarly situated members.
We have adopted written policies prohibiting our employees and directors from accepting any
personal benefits where such acceptance may create either the appearance of, or an actual conflict
of interest. These policies also prohibit our employees and directors from having a direct or
indirect financial interest that conflicts, or appears to conflict, with such employees or
directors duties and responsibilities to us, subject to certain exceptions. Any of our employees
who regularly deal with our members or major banks that do business with us must disclose any
personal financial relationships with such members or major banks annually in a manner that we
prescribe. Our directors are required to disclose all actual or apparent conflicts of interest and
any financial interest of the director or an immediate family member or business associate of the
director in any matter to be considered by the Board of Directors. Directors must refrain from
participating in the deliberations regarding or voting on any matter in which they, any immediate
family members or any business associates have a financial interest, except that member directors
may vote on the terms on which our products are offered to all members and other routine corporate
matters, such as the declaration of dividends. With respect to our AHP, directors and employees
may not participate in or attempt to influence decisions by us regarding the evaluation, approval,
funding or monitoring, or any remedial process for an AHP project if the director or employee, or a
family member of such individual, has a financial interest in, or is a director, officer or
employee of, an organization involved in such AHP project.
In addition, our Board of Directors has adopted a written policy for the review and approval or
ratification of a related person transaction as defined by policy (the Transactions with Related
Persons Policy). The Transactions with Related Persons Policy requires that each related person
transaction must be presented to the Audit Committee of the Board of Directors for review and
consideration. Those members of the Audit Committee who are not related persons with respect to
the related person transaction in question will consider the transaction to determine whether, if
practicable, the related person transaction will be conducted on terms that are no less favorable
than the terms that could be obtained from a non-related person or an otherwise unaffiliated third
party on an arms-length basis. In making such determination, the Audit Committee will review all
relevant factors regarding the goods or services that form the basis of the related party
transaction, including, as applicable, (i) the nature of the goods or services, (ii) the scope and
quality of the goods or services, (iii) the timing of receiving the goods or services through the
related person transaction versus a transaction not involving a related person or an otherwise
unaffiliated third party, (iv) the reputation and financial standing of the provider of the goods
or services, (v) any contractual terms and (vi) any competitive alternatives (if practicable).
After review, the Audit Committee will approve such transaction only if the Audit Committee
reasonably believes that the transaction is in, or is not opposed to, our best interests. If a
related person transaction is not presented to the Audit Committee for review in advance of such
transaction, the Audit Committee may ratify such transaction only if the Audit Committee reasonably
believes that the transaction is in, or is not opposed to, our best interests.
A related person is defined by the Transactions with Related Persons Policy to be (i) any person
who was one of our directors or executive officers at any time since the beginning of our last
fiscal year, (ii) any immediate family
156
member of any of the foregoing persons and (iii) any of our members or non-member institutions
owning more than five percent of our total outstanding capital stock when the transaction occurred
or existed.
For purposes of the Transactions with Related Persons Policy, a related person transaction is a
transaction, arrangement or relationship (or any series of similar transactions, arrangements or
relationships) in which we were, are or will be a participant and in which any related person has
or will have a direct or indirect material interest. The Transactions with Related Persons Policy
generally includes as exceptions to the definition of related person transaction those exceptions
set forth in Item 404(a) of Regulation S-K (and the related instructions to that item) promulgated
under the Exchange Act, except that employment relationships or transactions involving our
executive officers and any related compensation resulting solely from that employment relationship
or transaction do not require review and approval or ratification by the Audit Committee under the
Transactions with Related Persons Policy. Additionally, in connection with the registration of our
capital stock under Section 12 of the Exchange Act, the SEC issued a no-action letter dated
September 13, 2005 concurring with our view that, despite registration of our capital stock under
Section 12(g) of the Exchange Act, disclosure of related party transactions pursuant to the
requirements of Item 404 of Regulation S-K is not applicable to us to the extent that such
transactions are in the ordinary course of our business. Also, the HER Act specifically exempts the
FHLBanks from periodic reporting requirements under the securities laws pertaining to the
disclosure of related party transactions that occur in the ordinary course of business between the
FHLBanks and their members. The policy, therefore, also excludes from the definition of related
person transaction acquisitions or sales of our capital stock by members or non-member
institutions, payment by us of dividends on our capital stock and provision of our products and
services to members. This exception applies to Directors Financial Institutions.
Since January 1, 2009, we have not engaged in any transactions with any of our directors, executive
officers, or any members of their immediate families that require disclosure under applicable rules
and regulations, including Item 404 of Regulation S-K. Additionally, since January 1, 2009, we have
not had any dealings with entities that are affiliated with our directors that require disclosure
under applicable rules and regulations. None of our directors or executive officers or any of their
immediate family members has been indebted to us at any time since January 1, 2009.
As of December 31, 2009 and 2008, advances outstanding to Directors Financial Institutions
aggregated $1.169 billion and $1.691 billion, respectively, representing 2.5 percent and 2.8
percent, respectively, of our total outstanding advances as of those dates.
Director Independence
General
Our Board of Directors is currently comprised of 17 directors. Nine of our directors were elected
by our member institutions to represent four of the five states in our district (member
directors). A tenth member director was appointed by our Board of Directors in January 2010 to
fulfill the unexpired term of a member director representing the fifth state in our district. Six
of our directors were originally appointed by the Finance Board and three of those directors have
since been elected by a plurality of our members at-large (independent directors). In addition,
one new independent director was elected by a plurality of our members at-large to serve a term
that commenced on January 1, 2010. All member directors must be an officer or director of a member
institution, but no member director can be one of our employees or officers. Independent directors,
as well as their spouses, are prohibited from serving as an officer of any FHLBank and (subject to
the specific exception noted below) from serving as a director, officer or employee of a member of
the FHLBank on whose board the director serves, or of any recipient of advances from that FHLBank.
The exception provides that an independent director or an independent directors spouse may serve
as a director, officer or employee of a holding company that controls one or more members of, or
recipients of advances from, the FHLBank if the assets of all such members or recipients of
advances constitute less than 35 percent of the assets of the holding company, on a consolidated
basis. Additional discussion of the qualifications of member and independent directors is included
above under Item 10 Directors, Executive Officers and Corporate Governance.
We are required to determine whether our directors are independent pursuant to three distinct
director independence standards. First, Finance Agency regulations establish independence criteria
for directors who serve as members of
157
our Audit Committee. Second, the HER Act requires us to comply with Rule 10A-3 of the Exchange Act
regarding independence standards relating to audit committees. Third, the SECs rules and
regulations require that our Board of Directors apply the definition of independence of a national
securities exchange or inter-dealer quotation system to determine whether our directors are
independent.
Finance Agency Regulations
The Finance Agencys regulations prohibit directors from serving as members of our Audit Committee
if they have one or more disqualifying relationships with us or our management that would interfere
with the exercise of that directors independent judgment. Disqualifying relationships include
employment with us currently or at any time during the last five years; acceptance of compensation
from us other than for service as a director; being a consultant, advisor, promoter, underwriter or
legal counsel for us currently or at any time within the last five years; and being an immediate
family member of an individual who is or who has been within the past five years, one of our
executive officers. The current members of our Audit Committee are Howard R. Hackney, Ron G. Wiser,
Mary E. Ceverha, Lee R. Gibson, Charles G. Morgan, Jr., Margo S. Scholin and John B. Stahler, each
of whom is independent within the meaning of the Finance Agencys regulations. Additionally, H.
Gary Blankenship, whose term as a director expired on December 31, 2009, served on our Audit
Committee during 2009 and was independent under the Finance Agencys criteria.
Rule 10A-3 of the Exchange Act
Rule 10A-3 of the Exchange Act (Rule 10A-3) requires that each member of our Audit Committee be
independent. In order to be considered independent under Rule 10A-3, a member of the Audit
Committee may not, other than in his or her capacity as a member of the Audit Committee, the Board
of Directors or any other committee of the Board of Directors (i) accept directly or indirectly any
consulting, advisory or other compensatory fee from us, provided that compensatory fees do not
include the receipt of fixed amounts of compensation under a retirement plan (including deferred
compensation) for prior service with us (provided that such compensation is not contingent in any
way on continued service); or (ii) be an affiliated person of us.
For purposes of Rule 10A-3, indirect acceptance of any consulting, advisory or other compensatory
fee includes acceptance of such a fee by a spouse, a minor child or stepchild or a child or
stepchild sharing a home with the Audit Committee member, or by an entity in which the Audit
Committee member is a partner, member, principal or officer, such as managing director, or occupies
a similar position (except limited partners, non-managing members and those occupying similar
positions who, in each case, have no active role in providing services to the entity) and that
provides accounting, consulting, legal, investment banking, financial or other advisory services or
any similar services to us. The term affiliate of, or a person affiliated with, a specified
person, means a person that directly, or indirectly through one or more intermediaries, controls,
or is controlled by, or is under common control with, the person specified. Control (including
the terms controlling, controlled by and under common control with) means the possession,
direct or indirect, of the power to direct or cause the direction of the management and policies of
a person, whether through the ownership of voting securities, by contract or otherwise. A person
will be deemed not to be in control of a specified person if the person (i) is not the beneficial
owner, directly or indirectly, of more than 10 percent of any class of voting equity securities of
the specified person and (ii) is not an executive officer of the specified person.
The current members of our Audit Committee are independent within the meaning of Rule 10A-3, as was
the person who served as an Audit Committee member during 2009 and whose term as a director expired
on December 31, 2009.
SEC Rules and Regulations
The SECs rules and regulations require us to determine whether each of our directors is
independent under a definition of independence of a national securities exchange or of an
inter-dealer quotation system. Because we are not a listed issuer whose securities are listed on a
national securities exchange or listed in an inter-dealer quotation system, we may choose which
national securities exchanges or inter-dealer quotation systems definition of independence to
apply. Our Board of Directors has selected the independence standards of the New York Stock
Exchange (the NYSE) for this purpose. However, because we are not listed on the NYSE, we are not
required to
158
meet the NYSEs director independence standards and our Board of Directors is using such NYSE
standards only to make the independence determination required by SEC rules, as described below.
Our Board of Directors determined that presumptively our member directors are not independent under
the NYSEs subjective independence standard. Our Board of Directors determined that, under the NYSE
independence standards, member directors have a material relationship with us through such
directors member institutions relationships with us. This determination was based upon the fact
that we are a member-owned cooperative and each member director is required to be an officer or
director of a member institution. Also, a member directors member institution may routinely engage
in transactions with us that could occur frequently and in large dollar amounts and that we
encourage. Furthermore, because the level of each member institutions business with us is dynamic
and our desire is to increase our level of business with each of our members, our Board of
Directors determined it would be inappropriate to make a determination of independence with respect
to each member director based on the directors members given level of business as of a particular
date. As the scope and breadth of the member directors members business with us changes, such
members relationship with us might, at any time, constitute a disqualifying transaction or
business relationship with respect to the members member director under the NYSEs objective
independence standards. Therefore, our member directors are presumed to be not independent under
the NYSEs independence standards. Our Board of Directors could, however, in the future, determine
that a member director is independent under the NYSEs independence standards based on the
particular facts and circumstances applicable to that member director. Furthermore, the
determination by our Board of Directors regarding member directors independence under the NYSEs
standards is not necessarily determinative of any member directors independence with respect to
his or her service on any special or ad hoc committee of the Board of Directors to which he or she
may be appointed in the future. Our current member directors are James H. Clayton, Julie A. Cripe,
Lee R. Gibson, Howard R. Hackney, Charles G. Morgan, Jr., Joseph F. Quinlan, Jr., Robert M. Rigby,
Anthony S. Sciortino, John B. Stahler and Ron G. Wiser. The determination that none of our member
directors is independent for purposes of the NYSEs independence standards also applies to Tyson T.
Abston, H. Gary Blankenship and Glenn Wertheim, who served on our Board of Directors during 2009.
Mr. Wertheim resigned from the Board of Directors effective November 19, 2009. The terms of
Messrs. Abston and Blankenship expired on December 31, 2009.
Our Board of Directors affirmatively determined that each of our current independent directors is
independent under the NYSEs independence standards. Our Board of Directors noted as part of its
determination that independent directors and their spouses are specifically prohibited from being
an officer of any FHLBank or an officer, employee or director of any of our members, or of any
recipient of advances from us, subject to the exception discussed above for positions in certain
holding companies. This independence determination applies to Mary E. Ceverha, Patricia P. Brister,
Bobby L. Chain, C. Kent Conine, James W. Pate, II, John P. Salazar and Margo S. Scholin. This
determination also applies to Willard L. Jackson, Jr., who served on our Board of Directors during
2009. Mr. Jacksons term as an independent director expired on December 31, 2009.
Our Board of Directors also assessed the independence of the members of our Audit Committee under
the NYSE standards for audit committees. Our Board of Directors determined that, for the same
reasons set forth above regarding the independence of our directors generally, none of the member
directors serving on our Audit Committee (Howard R. Hackney, Ron G. Wiser, Lee R. Gibson, Charles
G. Morgan, Jr. and John B. Stahler) is independent under the NYSE standards for audit committees.
Additionally, in 2009, H. Gary Blankenship served on our Audit Committee. Our Board of Directors
determined that Mr. Blankenship, as a member director, was not independent under the NYSE
independence standards for audit committee members. Mr. Blankenship no longer serves on our Board
of Directors as his term expired on December 31, 2009.
Our Board of Directors determined that Mary E. Ceverha and Margo S. Scholin, independent directors
who serve on our Audit Committee, are independent under the NYSE standards for audit committees.
159
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The following table sets forth the aggregate fees billed to the Bank for the years ended December
31, 2009 and 2008 for services rendered by PricewaterhouseCoopers LLP (PwC), the Banks
independent registered public accounting firm.
|
|
|
|
|
|
|
|
|
|
|
(In thousands) |
|
|
|
Year Ended December 31, |
|
|
|
2009 |
|
|
2008 |
|
Audit fees |
|
$ |
852 |
|
|
$ |
979 |
|
Audit-related fees |
|
|
8 |
|
|
|
114 |
|
Tax fees |
|
|
|
|
|
|
|
|
All other fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fees |
|
$ |
860 |
|
|
$ |
1,093 |
|
|
|
|
|
|
|
|
In 2009 and 2008, audit fees were for services rendered in connection with the integrated
audits of the Banks financial statements and its internal control over financial reporting.
In 2009, the fees associated with audit-related services were for discussions regarding
miscellaneous accounting-related matters. In 2008, the fees associated with audit-related services
were for accounting consultations related to the Banks potential merger with the FHLBank of
Chicago and discussions regarding other miscellaneous accounting-related matters.
The Bank is assessed its proportionate share of the costs of operating the FHLBanks Office of
Finance, which includes the expenses associated with the annual audits of the combined financial
statements of the 12 FHLBanks. The audit fees for the combined financial statements are billed
directly by PwC to the Office of Finance and the Bank is assessed its proportionate share of these
expenses. In 2009 and 2008, the Bank was assessed $64,000 and $40,000, respectively, for the costs
associated with PwCs audits of the combined financial statements for those years. These
assessments are not included in the table above.
Under the Audit Committees pre-approval policies and procedures, the Audit Committee is required
to pre-approve all audit and permissible non-audit services (including the fees and terms thereof)
to be performed by the Banks independent registered public accounting firm, subject to the de
minimis exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act.
The Audit Committee has delegated pre-approval authority to the Chairman of the Audit Committee
for: (1) permissible non-audit services that would be characterized as Audit-Related Services and
(2) auditor-requested fee increases associated with any unforeseen cost overruns relating to
previously approved Audit Services (if additional fees are requested by the independent
registered public accounting firm as a result of changes in audit scope, the Audit Committee must
specifically pre-approve such increase). The Chairmans pre-approval authority is limited in all
cases to $50,000 per service request. The Chairman must report (for informational purposes only)
any pre-approval decisions that he or she has made to the Audit Committee at its next regularly
scheduled meeting. Bank management is required to periodically update the Audit Committee with
regard to the services provided by the independent registered public accounting firm and the fees
associated with those services.
All of the services provided by PwC in 2009 and 2008 (and the fees paid for those services) were
pre-approved by the Audit Committee. There were no services for which the de minimis exception was
utilized.
160
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) |
|
Financial Statements |
|
|
|
The financial statements are set forth on pages F-1 through F-51 of this Annual Report on Form
10-K. |
|
(b) |
|
Exhibits |
|
3.1 |
|
Organization Certificate of the Registrant (incorporated by reference to Exhibit 3.1
to the Banks Registration Statement on Form 10 filed February 15, 2006). |
|
|
3.2 |
|
Bylaws of the Registrant. |
|
|
4.1 |
|
Capital Plan of the Registrant, as amended and revised on December 11, 2008 and
approved by the Federal Housing Finance Agency on March 6, 2009 (filed as Exhibit 4.1 to
the Banks Current Report on Form 8-K dated March 6, 2009 and filed with the SEC on March
11, 2009, which exhibit is incorporated herein by reference). |
|
|
10.1 |
|
Deferred Compensation Plan of the Registrant, effective July 24, 2004 (governs
deferrals made prior to January 1, 2005) (incorporated by reference to Exhibit 10.1 to the
Banks Registration Statement on Form 10 filed February 15, 2006). |
|
|
10.2 |
|
Deferred Compensation Plan of the Registrant for Deferrals Effective January 1, 2005
(incorporated by reference to Exhibit 10.2 to the Banks Registration Statement on Form 10
filed February 15, 2006). |
|
|
10.3 |
|
2008 Amendment to Deferred Compensation Plan of the Registrant for Deferrals
Effective January 1, 2005, dated December 10, 2008 (incorporated by reference to Exhibit
10.3 to the Banks Annual Report on Form 10-K for the fiscal year ended December 31, 2008,
filed on March 27, 2009). |
|
|
10.4 |
|
Non-Qualified Deferred Compensation Plan for the Board of Directors of the
Registrant, effective July 24, 2004 (governs deferrals made prior to January 1, 2005)
(incorporated by reference to Exhibit 10.3 to the Banks Registration Statement on Form 10
filed February 15, 2006). |
|
|
10.5 |
|
Non-Qualified Deferred Compensation Plan for the Board of Directors of the Registrant
for Deferrals Effective January 1, 2005 (incorporated by reference to Exhibit 10.4 to the
Banks Registration Statement on Form 10 filed February 15, 2006). |
|
|
10.6 |
|
2008 Amendment to Non-Qualified Deferred Compensation Plan for the Board of Directors
of the Registrant for Deferrals Effective January 1, 2005, dated December 10, 2008
(incorporated by reference to Exhibit 10.6 to the Banks Annual Report on Form 10-K for
the fiscal year ended December 31, 2008, filed on March 27, 2009). |
|
|
10.7 |
|
Form of Special Non-Qualified Deferred Compensation Plan of the Registrant, as
amended and restated effective January 1, 2009 (filed as Exhibit 10.1 to the Banks
Current Report on Form 8-K dated May 14, 2009 and filed with the SEC on May 20, 2009,
which exhibit is incorporated herein by reference). |
|
|
10.8 |
|
Federal Home Loan Banks P&I Funding and Contingency Plan Agreement entered into on
June 23, 2006 and effective as of July 20, 2006, by and among the Office of Finance and
each of the Federal Home Loan Banks (filed as Exhibit 10.1 to the Banks Current Report on
Form 8-K dated June 23, 2006 and filed with the SEC on June 27, 2006, which exhibit is
incorporated herein by reference). |
161
|
10.9 |
|
Form of Employment Agreement between the Registrant and each of its executive
officers, entered into on November 20, 2007 (filed as Exhibit 99.1 to the Banks Current
Report on Form 8-K dated November 20, 2007 and filed with the SEC on November 26, 2007,
which exhibit is incorporated herein by reference). |
|
|
10.10 |
|
United States Department of the Treasury Lending Agreement, dated September 9, 2008
(filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K dated September 9,
2008 and filed with the SEC on September 9, 2008, which exhibit is incorporated herein by
reference). |
|
|
10.11 |
|
Amended and Restated Indemnification Agreement between the Registrant and Terry
Smith, dated October 24, 2008 (incorporated by reference to Exhibit 10.12 to the Banks
Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed on March 27,
2009). |
|
|
10.12 |
|
Form of Indemnification Agreement between the Registrant and each of its officers
(other than Terry Smith), entered into on various dates on or after November 7, 2008
(incorporated by reference to Exhibit 10.13 to the Banks Annual Report on Form 10-K for
the fiscal year ended December 31, 2008, filed on March 27, 2009). |
|
|
10.13 |
|
Form of Indemnification Agreement between the Registrant and each of its directors,
entered into on various dates on or after October 24, 2008 (incorporated by reference to
Exhibit 10.14 to the Banks Annual Report on Form 10-K for the fiscal year ended December
31, 2008, filed on March 27, 2009). |
|
|
12.1 |
|
Computation of Ratio of Earnings to Fixed Charges. |
|
|
14.1 |
|
Code of Ethics for Senior Financial Officers. |
|
|
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. |
|
|
99.1 |
|
Charter of the Audit Committee of the Board of Directors. |
|
|
99.2 |
|
Report of the Audit Committee of the Board of Directors. |
162
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
|
|
March 25, 2010 |
By |
/s/ Terry Smith
|
|
Date |
|
Terry Smith |
|
|
|
President and Chief Executive Officer |
|
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities indicated on March
25, 2010.
/s/ Terry Smith
Terry Smith
President and Chief Executive Officer
(Principal Executive Officer)
/s/ Michael Sims
Michael Sims
Chief Operating Officer, Executive Vice President
Finance and Chief Financial Officer
(Principal Financial Officer)
/s/ Tom Lewis
Tom Lewis
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)
/s/ Lee R. Gibson
Lee R. Gibson
Chairman of the Board of Directors
/s/ Mary E. Ceverha
Mary E. Ceverha
Vice Chairman of the Board of Directors
/s/ Patricia P. Brister
Patricia P. Brister
Director
S-1
/s/ Bobby L. Chain
Bobby L. Chain
Director
/s/ James H. Clayton
James H. Clayton
Director
/s/ C. Kent Conine
C. Kent Conine
Director
/s/ Howard R. Hackney
Howard R. Hackney
Director
/s/ Charles G. Morgan, Jr.
Charles G. Morgan, Jr.
Director
/s/ James W. Pate, II
James W. Pate, II
Director
/s/ Joseph F. Quinlan, Jr.
Joseph F. Quinlan, Jr.
Director
/s/ Margo S. Scholin
Margo S. Scholin
Director
S-2
/s/ Anthony S. Sciortino
Anthony S. Sciortino
Director
/s/ John B. Stahler
John B. Stahler
Director
S-3
Federal Home Loan Bank of Dallas
Index to Financial Statements
|
|
|
|
|
|
|
| Page No. |
|
|
|
F-2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-3 |
|
|
|
|
|
|
|
|
|
F-4 |
|
|
|
|
|
|
|
|
|
F-5 |
|
|
|
|
|
|
|
|
|
F-6 |
|
|
|
|
|
|
|
|
|
F-7 |
|
|
|
|
|
|
|
|
|
F-9 |
|
F-1
Managements Report on Internal Control over Financial Reporting
Management of the Federal Home Loan Bank of Dallas (the Bank) is responsible for establishing and
maintaining adequate internal control over financial reporting. The Banks internal control over
financial reporting is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. Internal control over financial reporting
includes those policies and procedures that (i) pertain to the maintenance of records that in
reasonable detail accurately and fairly reflect the transactions and dispositions of the Banks
assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles,
and that receipts and expenditures of the Bank are being made only in accordance with
authorizations of the Banks management and board of directors; and (iii) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition
of the Banks assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Further, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
Management evaluated the effectiveness of the Banks internal control over financial reporting as
of December 31, 2009 based on the framework set forth by the Committee of Sponsoring Organizations
of the Treadway Commission in Internal Control Integrated Framework. Based upon that evaluation,
management concluded that the Banks internal control over financial reporting was effective as of
December 31, 2009.
The Banks internal control over financial reporting as of December 31, 2009 has been audited by
PricewaterhouseCoopers LLP, the Banks independent registered public accounting firm. Their report,
which expresses an unqualified opinion on the effectiveness of the Banks internal control over
financial reporting as of December 31, 2009, appears on page F-3.
F-2
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of the Federal Home Loan Bank of Dallas:
In our opinion, the accompanying statements of condition and the related statements of income, of
capital and of cash flows present fairly, in all material respects, the financial position of the
Federal Home Loan Bank of Dallas (the Bank) at December 31, 2009 and 2008, and the results of its
operations and its cash flows for each of the three years in the period ended December 31, 2009 in
conformity with accounting principles generally accepted in the United States of America. Also in
our opinion, the Bank maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2009, based on criteria established in Internal Control -
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO). The Banks management is responsible for these financial statements, for maintaining
effective internal control over financial reporting and for its assessment of the effectiveness of
internal control over financial reporting, included in the accompanying Managements Report on
Internal Control over Financial Reporting. Our responsibility is to express opinions on these
financial statements and on the Banks internal control over financial reporting based on our
integrated audits. We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan and perform the
audits to obtain reasonable assurance about whether the financial statements are free of material
misstatement and whether effective internal control over financial reporting was maintained in all
material respects. Our audits of the financial statements included examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and evaluating the overall
financial statement presentation. Our audit of internal control over financial reporting included
obtaining an understanding of internal control over financial reporting, assessing the risk that a
material weakness exists, and testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk. Our audits also included performing such other
procedures as we considered necessary in the circumstances. We believe that our audits provide a
reasonable basis for our opinions.
As discussed in Note 1, effective January 1, 2009 the Bank adopted a new accounting standard that
revises the recognition and reporting requirements for other-than-temporary impairments of debt
securities classified as either available-for-sale or held-to-maturity.
A companys internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A
companys internal control over financial reporting includes those policies and procedures that (i)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of management and directors of the company;
and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the companys assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
/s/ PricewaterhouseCoopers LLP
Dallas, Texas
March 25, 2010
F-3
FEDERAL HOME LOAN BANK OF DALLAS
STATEMENTS OF CONDITION
(In thousands, except share data)
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2009 |
|
|
2008 |
|
ASSETS |
|
|
|
|
|
|
|
|
Cash and due from banks (Note 3) |
|
$ |
3,908,242 |
|
|
$ |
20,765 |
|
Interest-bearing deposits (Note 1) |
|
|
233 |
|
|
|
3,683,609 |
|
Federal funds sold (Notes 18 and 19) |
|
|
2,063,000 |
|
|
|
1,872,000 |
|
Trading securities (Note 4) |
|
|
4,034 |
|
|
|
3,370 |
|
Available-for-sale securities (Notes 5 and 19) |
|
|
|
|
|
|
127,532 |
|
Held-to-maturity securities (a) (Note 6) |
|
|
11,424,552 |
|
|
|
11,701,504 |
|
Advances (Notes 7, 17 and 18) |
|
|
47,262,574 |
|
|
|
60,919,883 |
|
Mortgage loans held for portfolio, net of allowance for credit losses
of $240 and $261 in 2009 and 2008, respectively (Notes 8 and 18) |
|
|
259,617 |
|
|
|
327,059 |
|
Accrued interest receivable |
|
|
60,890 |
|
|
|
145,284 |
|
Premises and equipment, net |
|
|
24,789 |
|
|
|
20,488 |
|
Derivative assets (Note 13) |
|
|
64,984 |
|
|
|
77,137 |
|
Excess REFCORP contributions (Note 12) |
|
|
|
|
|
|
16,881 |
|
Other assets |
|
|
19,161 |
|
|
|
17,386 |
|
|
|
|
|
|
|
|
TOTAL ASSETS |
|
$ |
65,092,076 |
|
|
$ |
78,932,898 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND CAPITAL |
|
|
|
|
|
|
|
|
Deposits (Notes 9 and 18) |
|
|
|
|
|
|
|
|
Interest-bearing |
|
$ |
1,462,554 |
|
|
$ |
1,424,991 |
|
Non-interest bearing |
|
|
37 |
|
|
|
75 |
|
|
|
|
|
|
|
|
Total deposits |
|
|
1,462,591 |
|
|
|
1,425,066 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated obligations, net (Note 10) |
|
|
|
|
|
|
|
|
Discount notes |
|
|
8,762,028 |
|
|
|
16,745,420 |
|
Bonds |
|
|
51,515,856 |
|
|
|
56,613,595 |
|
|
|
|
|
|
|
|
Total consolidated obligations, net |
|
|
60,277,884 |
|
|
|
73,359,015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mandatorily redeemable capital stock (Note 14) |
|
|
9,165 |
|
|
|
90,353 |
|
Accrued interest payable |
|
|
179,248 |
|
|
|
514,086 |
|
Affordable Housing Program (Note 11) |
|
|
43,714 |
|
|
|
43,067 |
|
Payable to REFCORP (Note 12) |
|
|
9,912 |
|
|
|
|
|
Derivative liabilities (Note 13) |
|
|
486 |
|
|
|
2,326 |
|
Other liabilities |
|
|
287,044 |
|
|
|
60,565 |
|
|
|
|
|
|
|
|
Total liabilities |
|
|
62,270,044 |
|
|
|
75,494,478 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies (Notes 11, 12, 13, 15 and 17) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CAPITAL (Notes 14 and 18) |
|
|
|
|
|
|
|
|
Capital stock Class B putable ($100 par value) issued
and outstanding shares: 25,317,146 and 32,238,300 shares in 2009 and
2008, respectively |
|
|
2,531,715 |
|
|
|
3,223,830 |
|
Retained earnings |
|
|
356,282 |
|
|
|
216,025 |
|
Accumulated other comprehensive income (loss) |
|
|
|
|
|
|
|
|
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 5 and 13) |
|
|
|
|
|
|
(1,661 |
) |
Non-credit portion of other-than-temporary impairment losses on
held-to-maturity securities (Note 6) |
|
|
(66,584 |
) |
|
|
|
|
Postretirement benefits (Note 15) |
|
|
619 |
|
|
|
226 |
|
|
|
|
|
|
|
|
Total accumulated other comprehensive income (loss) |
|
|
(65,965 |
) |
|
|
(1,435 |
) |
|
|
|
|
|
|
|
Total capital |
|
|
2,822,032 |
|
|
|
3,438,420 |
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND CAPITAL |
|
$ |
65,092,076 |
|
|
$ |
78,932,898 |
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Fair values: $11,381,786 and $11,169,862 at December 31, 2009 and 2008, respectively. |
The accompanying notes are an integral part of these financial statements.
F-4
FEDERAL HOME LOAN BANK OF DALLAS
STATEMENTS OF INCOME
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31, |
|
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
INTEREST INCOME |
|
|
|
|
|
|
|
|
|
|
|
|
Advances |
|
$ |
650,894 |
|
|
$ |
1,809,694 |
|
|
$ |
2,111,476 |
|
Prepayment fees on advances, net |
|
|
14,192 |
|
|
|
6,802 |
|
|
|
2,268 |
|
Interest-bearing deposits |
|
|
289 |
|
|
|
2,595 |
|
|
|
7,096 |
|
Federal funds sold |
|
|
5,168 |
|
|
|
96,144 |
|
|
|
277,307 |
|
Trading securities |
|
|
|
|
|
|
|
|
|
|
551 |
|
Available-for-sale securities |
|
|
469 |
|
|
|
10,350 |
|
|
|
26,618 |
|
Held-to-maturity securities |
|
|
149,996 |
|
|
|
349,033 |
|
|
|
437,270 |
|
Mortgage loans held for portfolio |
|
|
16,070 |
|
|
|
19,773 |
|
|
|
23,070 |
|
Other |
|
|
386 |
|
|
|
345 |
|
|
|
826 |
|
|
|
|
|
|
|
|
|
|
|
Total interest income |
|
|
837,464 |
|
|
|
2,294,736 |
|
|
|
2,886,482 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INTEREST EXPENSE |
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated obligations |
|
|
|
|
|
|
|
|
|
|
|
|
Bonds |
|
|
552,584 |
|
|
|
1,563,357 |
|
|
|
1,957,871 |
|
Discount notes |
|
|
206,897 |
|
|
|
521,373 |
|
|
|
555,816 |
|
Deposits |
|
|
1,417 |
|
|
|
58,281 |
|
|
|
144,203 |
|
Mandatorily redeemable capital stock |
|
|
84 |
|
|
|
1,199 |
|
|
|
5,328 |
|
Other borrowings |
|
|
6 |
|
|
|
168 |
|
|
|
238 |
|
|
|
|
|
|
|
|
|
|
|
Total interest expense |
|
|
760,988 |
|
|
|
2,144,378 |
|
|
|
2,663,456 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INTEREST INCOME |
|
|
76,476 |
|
|
|
150,358 |
|
|
|
223,026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME (LOSS) |
|
|
|
|
|
|
|
|
|
|
|
|
Total other-than-temporary impairment losses on
held-to-maturity securities |
|
|
(79,942 |
) |
|
|
|
|
|
|
|
|
Net non-credit impairment losses recognized in other
comprehensive income |
|
|
75,920 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit component of other-than-temporary impairment losses
on held-to-maturity securities |
|
|
(4,022 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service fees |
|
|
3,074 |
|
|
|
3,510 |
|
|
|
3,713 |
|
Net gain (loss) on trading securities |
|
|
586 |
|
|
|
(627 |
) |
|
|
(2 |
) |
Net realized gains (losses) on sales of available-for-sale securities |
|
|
843 |
|
|
|
(919 |
) |
|
|
|
|
Gains on early extinguishment of debt |
|
|
553 |
|
|
|
8,794 |
|
|
|
1,255 |
|
Net gains on derivatives and hedging activities |
|
|
193,109 |
|
|
|
6,679 |
|
|
|
33 |
|
Other, net |
|
|
6,212 |
|
|
|
5,143 |
|
|
|
4,506 |
|
|
|
|
|
|
|
|
|
|
|
Total other income |
|
|
200,355 |
|
|
|
22,580 |
|
|
|
9,505 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER EXPENSE |
|
|
|
|
|
|
|
|
|
|
|
|
Compensation and benefits |
|
|
42,004 |
|
|
|
34,533 |
|
|
|
30,976 |
|
Other operating expenses |
|
|
28,921 |
|
|
|
26,617 |
|
|
|
20,909 |
|
Finance Agency/Finance Board |
|
|
2,431 |
|
|
|
1,900 |
|
|
|
1,822 |
|
Office of Finance |
|
|
1,934 |
|
|
|
1,763 |
|
|
|
1,589 |
|
|
|
|
|
|
|
|
|
|
|
Total other expense |
|
|
75,290 |
|
|
|
64,813 |
|
|
|
55,296 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME BEFORE ASSESSMENTS |
|
|
201,541 |
|
|
|
108,125 |
|
|
|
177,235 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Affordable Housing Program |
|
|
16,461 |
|
|
|
8,949 |
|
|
|
15,012 |
|
REFCORP |
|
|
37,016 |
|
|
|
19,835 |
|
|
|
32,445 |
|
|
|
|
|
|
|
|
|
|
|
Total assessments |
|
|
53,477 |
|
|
|
28,784 |
|
|
|
47,457 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME |
|
$ |
148,064 |
|
|
$ |
79,341 |
|
|
$ |
129,778 |
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
F-5
FEDERAL HOME LOAN BANK OF DALLAS
STATEMENTS OF CAPITAL
FOR THE YEARS ENDED DECEMBER 31, 2009, 2008 AND 2007
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Stock |
|
|
|
|
|
|
Accumulated Other |
|
|
|
|
|
|
Class B - Putable |
|
|
Retained |
|
|
Comprehensive |
|
|
Total |
|
|
|
Shares |
|
|
Par Value |
|
|
Earnings |
|
|
Income (Loss) |
|
|
Capital |
|
BALANCE, JANUARY 1, 2007 |
|
|
22,481 |
|
|
$ |
2,248,147 |
|
|
$ |
190,625 |
|
|
$ |
748 |
|
|
$ |
2,439,520 |
|
Proceeds from sale of capital stock |
|
|
10,251 |
|
|
|
1,025,096 |
|
|
|
|
|
|
|
|
|
|
|
1,025,096 |
|
Repurchase/redemption of capital stock |
|
|
(9,188 |
) |
|
|
(918,797 |
) |
|
|
|
|
|
|
|
|
|
|
(918,797 |
) |
Shares reclassified to mandatorily redeemable
capital stock, net |
|
|
(676 |
) |
|
|
(67,712 |
) |
|
|
|
|
|
|
|
|
|
|
(67,712 |
) |
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
129,778 |
|
|
|
|
|
|
|
129,778 |
|
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net unrealized losses on available-for-sale securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,191 |
) |
|
|
(1,191 |
) |
Postretirement benefits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(127 |
) |
|
|
(127 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
128,460 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends on capital stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
|
|
|
|
|
|
|
|
|
(180 |
) |
|
|
|
|
|
|
(180 |
) |
Mandatorily redeemable capital stock |
|
|
|
|
|
|
|
|
|
|
(1,215 |
) |
|
|
|
|
|
|
(1,215 |
) |
Stock |
|
|
1,072 |
|
|
|
107,246 |
|
|
|
(107,246 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE, DECEMBER 31, 2007 |
|
|
23,940 |
|
|
|
2,393,980 |
|
|
|
211,762 |
|
|
|
(570 |
) |
|
|
2,605,172 |
|
Proceeds from sale of capital stock |
|
|
20,141 |
|
|
|
2,014,094 |
|
|
|
|
|
|
|
|
|
|
|
2,014,094 |
|
Repurchase/redemption of capital stock |
|
|
(11,861 |
) |
|
|
(1,186,081 |
) |
|
|
|
|
|
|
|
|
|
|
(1,186,081 |
) |
Shares reclassified to mandatorily redeemable capital stock |
|
|
(725 |
) |
|
|
(72,511 |
) |
|
|
|
|
|
|
|
|
|
|
(72,511 |
) |
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
79,341 |
|
|
|
|
|
|
|
79,341 |
|
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net unrealized losses on available-for-sale securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,618 |
) |
|
|
(1,618 |
) |
Reclassification adjustment for net realized gains and
losses on sales of available-for-sale securities included
in net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
919 |
|
|
|
919 |
|
Postretirement benefits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(166 |
) |
|
|
(166 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
78,476 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends on capital stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
|
|
|
|
|
|
|
|
|
(182 |
) |
|
|
|
|
|
|
(182 |
) |
Mandatorily redeemable capital stock |
|
|
|
|
|
|
|
|
|
|
(548 |
) |
|
|
|
|
|
|
(548 |
) |
Stock |
|
|
743 |
|
|
|
74,348 |
|
|
|
(74,348 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE, DECEMBER 31, 2008 |
|
|
32,238 |
|
|
|
3,223,830 |
|
|
|
216,025 |
|
|
|
(1,435 |
) |
|
|
3,438,420 |
|
Proceeds from sale of capital stock |
|
|
5,778 |
|
|
|
577,763 |
|
|
|
|
|
|
|
|
|
|
|
577,763 |
|
Repurchase/redemption of capital stock |
|
|
(11,705 |
) |
|
|
(1,170,576 |
) |
|
|
|
|
|
|
|
|
|
|
(1,170,576 |
) |
Shares reclassified to mandatorily redeemable capital stock |
|
|
(1,069 |
) |
|
|
(106,804 |
) |
|
|
|
|
|
|
|
|
|
|
(106,804 |
) |
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
148,064 |
|
|
|
|
|
|
|
148,064 |
|
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net unrealized gains on available-for-sale securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,504 |
|
|
|
2,504 |
|
Reclassification adjustment for realized gains on sales of
available-for-sale securities included in net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(843 |
) |
|
|
(843 |
) |
Non-credit portion of other-than-temporary impairment
losses on held-to-maturity securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(78,361 |
) |
|
|
(78,361 |
) |
Reclassification adjustment for non-credit portion of
other-than-temporary impairment losses recognized
as credit losses in net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,441 |
|
|
|
2,441 |
|
Accretion of non-credit portion of other-than-temporary
impairment losses to the carrying value of held-to-maturity securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,336 |
|
|
|
9,336 |
|
Postretirement benefits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
393 |
|
|
|
393 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
83,534 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends on capital stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
|
|
|
|
|
|
|
|
|
(182 |
) |
|
|
|
|
|
|
(182 |
) |
Mandatorily redeemable capital stock |
|
|
|
|
|
|
|
|
|
|
(123 |
) |
|
|
|
|
|
|
(123 |
) |
Stock |
|
|
75 |
|
|
|
7,502 |
|
|
|
(7,502 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE, DECEMBER 31, 2009 |
|
|
25,317 |
|
|
$ |
2,531,715 |
|
|
$ |
356,282 |
|
|
$ |
(65,965 |
) |
|
$ |
2,822,032 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
F-6
FEDERAL HOME LOAN BANK OF DALLAS
STATEMENTS OF CASH FLOWS
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31, |
|
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
148,064 |
|
|
$ |
79,341 |
|
|
$ |
129,778 |
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums and discounts on advances, consolidated obligations,
investments and mortgage loans |
|
|
(177,891 |
) |
|
|
2,105 |
|
|
|
60,354 |
|
Concessions on consolidated obligation bonds |
|
|
8,721 |
|
|
|
14,052 |
|
|
|
14,563 |
|
Premises, equipment and computer software costs |
|
|
5,400 |
|
|
|
4,309 |
|
|
|
4,874 |
|
Non-cash interest on mandatorily redeemable capital stock |
|
|
158 |
|
|
|
2,048 |
|
|
|
6,629 |
|
Increase in trading securities |
|
|
(664 |
) |
|
|
(446 |
) |
|
|
(618 |
) |
Losses (gains) due to change in net fair value adjustment on derivative
and hedging activities |
|
|
10,969 |
|
|
|
(136,419 |
) |
|
|
69,612 |
|
Gains on early extinguishment of debt |
|
|
(553 |
) |
|
|
(8,794 |
) |
|
|
(1,255 |
) |
Net realized (gains) losses on sales of available-for-sale securities |
|
|
(843 |
) |
|
|
919 |
|
|
|
|
|
Credit component of other-than-temporary impairment losses on held-to-maturity securities |
|
|
4,022 |
|
|
|
|
|
|
|
|
|
Net realized loss on disposition of premises and equipment |
|
|
24 |
|
|
|
|
|
|
|
|
|
Decrease (increase) in accrued interest receivable |
|
|
84,402 |
|
|
|
43,699 |
|
|
|
(1,119 |
) |
Decrease (increase) in other assets |
|
|
(412 |
) |
|
|
1,124 |
|
|
|
(2,167 |
) |
Increase (decrease) in Affordable Housing Program (AHP) liability |
|
|
647 |
|
|
|
(4,373 |
) |
|
|
3,982 |
|
Increase (decrease) in accrued interest payable |
|
|
(334,856 |
) |
|
|
172,400 |
|
|
|
(102,328 |
) |
Decrease (increase) in excess REFCORP contributions |
|
|
16,881 |
|
|
|
(16,881 |
) |
|
|
|
|
Increase (decrease) in payable to REFCORP |
|
|
9,912 |
|
|
|
(8,301 |
) |
|
|
316 |
|
Increase (decrease) in other liabilities |
|
|
(1,468 |
) |
|
|
718 |
|
|
|
5,416 |
|
|
|
|
|
|
|
|
|
|
|
Total adjustments |
|
|
(375,551 |
) |
|
|
66,160 |
|
|
|
58,259 |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities |
|
|
(227,487 |
) |
|
|
145,501 |
|
|
|
188,037 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
Net decrease (increase) in interest-bearing deposits |
|
|
3,780,204 |
|
|
|
(3,803,780 |
) |
|
|
54,395 |
|
Net decrease (increase) in federal funds sold |
|
|
(191,000 |
) |
|
|
5,228,000 |
|
|
|
(1,605,000 |
) |
Net decrease (increase) in loans to other FHLBanks |
|
|
|
|
|
|
400,000 |
|
|
|
(400,000 |
) |
Net decrease (increase) in short-term held-to-maturity securities |
|
|
|
|
|
|
991,508 |
|
|
|
(991,508 |
) |
Proceeds from sales of available-for-sale securities |
|
|
87,019 |
|
|
|
314,187 |
|
|
|
|
|
Proceeds from maturities of available-for-sale securities |
|
|
42,506 |
|
|
|
267,986 |
|
|
|
354,077 |
|
Purchases of available-for-sale securities |
|
|
|
|
|
|
(350,466 |
) |
|
|
|
|
Proceeds from maturities of long-term held-to-maturity securities |
|
|
3,182,359 |
|
|
|
1,679,318 |
|
|
|
1,241,994 |
|
Purchases of long-term held-to-maturity securities |
|
|
(2,940,120 |
) |
|
|
(6,054,558 |
) |
|
|
(1,363,425 |
) |
Proceeds from maturities of trading securities held for investment purposes |
|
|
|
|
|
|
|
|
|
|
5,263 |
|
Proceeds from sales of trading securities held for investment purposes |
|
|
|
|
|
|
|
|
|
|
16,930 |
|
Principal collected on advances |
|
|
440,103,678 |
|
|
|
897,402,934 |
|
|
|
510,504,697 |
|
Advances made |
|
|
(426,766,387 |
) |
|
|
(911,508,439 |
) |
|
|
(515,458,471 |
) |
Principal collected on mortgage loans held for portfolio |
|
|
66,837 |
|
|
|
54,016 |
|
|
|
67,509 |
|
Purchases of premises, equipment and computer software |
|
|
(9,991 |
) |
|
|
(2,284 |
) |
|
|
(2,444 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities |
|
|
17,355,105 |
|
|
|
(15,381,578 |
) |
|
|
(7,575,983 |
) |
|
|
|
|
|
|
|
|
|
|
F-7
FEDERAL HOME LOAN BANK OF DALLAS
STATEMENTS OF CASH FLOWS (continued)
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31, |
|
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in deposits and pass-through reserves |
|
|
135,722 |
|
|
|
(1,435,188 |
) |
|
|
771,154 |
|
Net proceeds from derivative contracts with financing elements |
|
|
55,464 |
|
|
|
10,295 |
|
|
|
|
|
Net proceeds from issuance of consolidated obligations |
|
|
|
|
|
|
|
|
|
|
|
|
Discount notes |
|
|
260,438,392 |
|
|
|
592,181,060 |
|
|
|
885,769,011 |
|
Bonds |
|
|
43,596,571 |
|
|
|
52,865,676 |
|
|
|
22,151,525 |
|
Debt issuance costs |
|
|
(9,842 |
) |
|
|
(6,762 |
) |
|
|
(8,843 |
) |
Proceeds from assumption of debt from other FHLBanks |
|
|
|
|
|
|
139,354 |
|
|
|
325,837 |
|
Payments for maturing and retiring consolidated obligations |
|
|
|
|
|
|
|
|
|
|
|
|
Discount notes |
|
|
(268,297,978 |
) |
|
|
(599,583,888 |
) |
|
|
(869,942,411 |
) |
Bonds |
|
|
(48,377,201 |
) |
|
|
(29,261,827 |
) |
|
|
(31,191,731 |
) |
Payments to other FHLBanks for assumption of debt |
|
|
|
|
|
|
(487,154 |
) |
|
|
(461,753 |
) |
Proceeds from issuance of capital stock |
|
|
577,763 |
|
|
|
2,014,094 |
|
|
|
1,025,096 |
|
Proceeds from issuance of mandatorily redeemable capital stock |
|
|
73 |
|
|
|
|
|
|
|
|
|
Payments for redemption of mandatorily redeemable capital stock |
|
|
(188,347 |
) |
|
|
(67,254 |
) |
|
|
(152,623 |
) |
Payments for repurchase/redemption of capital stock |
|
|
(1,170,576 |
) |
|
|
(1,186,081 |
) |
|
|
(918,797 |
) |
Cash dividends paid |
|
|
(182 |
) |
|
|
(182 |
) |
|
|
(180 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
|
|
(13,240,141 |
) |
|
|
15,182,143 |
|
|
|
7,366,285 |
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
|
3,887,477 |
|
|
|
(53,934 |
) |
|
|
(21,661 |
) |
Cash and cash equivalents at beginning of the year |
|
|
20,765 |
|
|
|
74,699 |
|
|
|
96,360 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of the year |
|
$ |
3,908,242 |
|
|
$ |
20,765 |
|
|
$ |
74,699 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures |
|
|
|
|
|
|
|
|
|
|
|
|
Interest paid |
|
$ |
1,125,332 |
|
|
$ |
2,023,458 |
|
|
$ |
2,627,214 |
|
|
|
|
|
|
|
|
|
|
|
AHP payments, net |
|
$ |
15,814 |
|
|
$ |
13,322 |
|
|
$ |
11,030 |
|
|
|
|
|
|
|
|
|
|
|
REFCORP payments |
|
$ |
10,223 |
|
|
$ |
45,017 |
|
|
$ |
32,129 |
|
|
|
|
|
|
|
|
|
|
|
Stock dividends issued |
|
$ |
7,502 |
|
|
$ |
74,348 |
|
|
$ |
107,246 |
|
|
|
|
|
|
|
|
|
|
|
Dividends paid through issuance of mandatorily redeemable capital stock |
|
$ |
123 |
|
|
$ |
548 |
|
|
$ |
1,215 |
|
|
|
|
|
|
|
|
|
|
|
Capital stock reclassified to mandatorily redeemable capital stock, net |
|
$ |
106,804 |
|
|
$ |
72,511 |
|
|
$ |
67,712 |
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
F-8
FEDERAL HOME LOAN BANK OF DALLAS
NOTES TO FINANCIAL STATEMENTS
Background Information
The Federal Home Loan Bank of Dallas (the Bank), a federally chartered corporation, is one
of 12 district Federal Home Loan Banks (each individually a FHLBank and collectively the
FHLBanks, and, together with the Federal Home Loan Banks Office of Finance (Office of Finance),
a joint office of the FHLBanks, the FHLBank System) that were created by the Federal Home Loan
Bank Act of 1932 (the FHLB Act). The FHLBanks serve the public by enhancing the availability of
credit for residential mortgages and targeted community development. The Bank serves eligible
financial institutions in Arkansas, Louisiana, Mississippi, New Mexico and Texas (collectively, the
Ninth District of the FHLBank System). The Bank provides a readily available, competitively priced
source of funds to its member institutions. The Bank is a cooperative whose member institutions own
the capital stock of the Bank. Regulated depository institutions and insurance companies engaged in
residential housing finance may apply for membership. Effective with the enactment of the Housing
and Economic Recovery Act of 2008 (the HER Act) on July 30, 2008, 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. All members must purchase stock in the
Bank. State and local housing authorities that meet certain statutory criteria may also borrow
from the Bank; while eligible to borrow, housing associates are not members of the Bank and, as
such, are not required or allowed to hold capital stock.
Prior to July 30, 2008, the Federal Housing Finance Board (Finance Board) was responsible
for the supervision and regulation of the FHLBanks and the Office of Finance. Effective with the
enactment of the HER Act, the Federal Housing Finance Agency (Finance Agency), an independent
agency in the executive branch of the United States Government, assumed responsibility for
supervising and regulating the FHLBanks and the Office of Finance. The Finance Agency has
responsibility to ensure that the FHLBanks: (i) operate in a safe and sound manner (including the
maintenance of adequate capital and internal controls); (ii) foster liquid, efficient, competitive
and resilient national housing finance markets; (iii) comply with applicable laws, rules,
regulations, guidelines and orders (including the HER Act and the FHLB Act); (iv) carry out their
statutory mission only through authorized activities; and (v) operate and conduct their activities
in a manner that is consistent with the public interest. Consistent with these responsibilities,
the Finance Agency establishes policies and regulations covering the operations of the FHLBanks.
Each FHLBank operates as a separate entity with its own management, employees, and board of
directors. The Bank does not have any special purpose entities or any other type of off-balance
sheet conduits.
The Office of Finance facilitates the issuance and servicing of the FHLBanks debt instruments
(known as consolidated obligations). As provided by the FHLB Act, as amended, and Finance Agency
regulation, the FHLBanks consolidated obligations are backed only by the financial resources
of all 12 FHLBanks. Consolidated obligations are the joint and several obligations of all the
FHLBanks and are the FHLBanks primary source of funds. Deposits, other borrowings, and the
proceeds from capital stock issued to members provide other funds. The Bank primarily uses these
funds to provide loans (known as advances) to its members. The Banks credit services also include
letters of credit issued or confirmed on behalf of members. In addition, the Bank provides its
members with a variety of correspondent banking services, including wire transfer services, reserve
pass-through and settlement services, securities safekeeping and securities pledging services.
Since July 1, 2008, the Bank has also offered interest rate swaps, caps and floors to its members.
Note 1Summary of Significant Accounting Policies
Use of Estimates and Assumptions. The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America (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. Significant estimates include the valuations of
the Banks investment securities, as well as its derivative instruments and any associated hedged
items. Actual results could differ from these estimates.
F-9
Federal Funds Sold and Interest-Bearing Deposits. These investments are carried at cost. As
more fully discussed in Note 3, the Bank acts as a pass-through correspondent for member
institutions required to deposit reserves with the Federal Reserve Banks. On October 9, 2008, the
Federal Reserve Banks began (for those FHLBanks that act as pass-through correspondents) paying
interest on the pass-through reserve balances of the FHLBanks members and on the portion of the
FHLBanks deposit balances in excess of their required reserve balances. At December 31, 2008, the
Bank had interest-bearing deposits at the Federal Reserve Bank of Dallas aggregating
$3,683,365,000, of which $43,452,000 represented amounts maintained on behalf of the Banks members
and $3,639,913,000 represented the Banks excess balances; these amounts were classified as
interest-bearing deposits in the statement of condition as of that date. Effective July 2, 2009,
the Federal Reserve Banks ceased paying interest on the FHLBanks excess balances and required that
all interest earned on balances maintained on behalf of the FHLBanks members be passed on to those
members. Accordingly, these balances are included in cash and due from banks in the statement of
condition as of December 31, 2009.
Investment Securities. The Bank records investment securities on trade date. The Bank
carries investment securities for which it has both the ability and intent to hold to maturity
(held-to-maturity securities) at cost, adjusted for the amortization of premiums and accretion of
discounts using the level-yield method. The carrying amount of held-to-maturity securities is
further adjusted for any other-than-temporary impairment charges, as described below.
The Bank classifies certain other investments as trading and carries them at fair value. The
Bank records changes in the fair value of these investments in other income (loss) in the
statements of income. Although the securities are classified as trading, the Bank does not engage
in active or speculative trading practices.
In prior periods, the Bank classified certain investment securities as available-for-sale and
carried them at fair value. The changes in fair value of available-for-sale securities that had
been hedged but that did not qualify as fair value hedges were recorded in other comprehensive
income as net unrealized gains or losses on available-for-sale securities. For available-for-sale
securities that had been hedged (with fixed-for-floating interest rate swaps) and qualified as fair
value hedges, the Bank recorded the portion of the change in value related to the risk being hedged
in other income (loss) as net gains (losses) on derivatives and hedging activities together with
the related change in the fair value of the derivative, and recorded the remainder of the change in
value of the securities in other comprehensive income as net unrealized gains (losses) on
available-for-sale securities.
The Bank computes the amortization and accretion of premiums and discounts on mortgage-backed
securities for which prepayments are probable and reasonably estimable using the level-yield method
over the estimated lives of the securities. This method requires a retrospective adjustment of the
effective yield each time the Bank changes the estimated life as if the new estimate had been known
since the original acquisition date of the securities. The Bank computes the amortization and
accretion of premiums and discounts on other investments using the level-yield method to the
contractual maturity of the securities.
The Bank computes gains and losses on sales of investment securities using the specific
identification method and includes these gains and losses in other income (loss) in the statements
of income. The Bank treats securities purchased under agreements to resell, if any, as
collateralized financings.
The Bank evaluates outstanding available-for-sale and held-to-maturity securities for
other-than-temporary impairment on at least a quarterly basis. An investment security is impaired
if the fair value of the investment is less than its amortized cost. Amortized cost includes
adjustments (if any) made to the cost basis of an investment for accretion, amortization, the
credit portion of previous other-than-temporary impairments and hedging. On April 9, 2009, the
Financial Accounting Standards Board (FASB) issued guidance that revises the recognition and
reporting requirements for other-than-temporary impairments of debt securities classified as either
available-for-sale or held-to-maturity. The Bank adopted this guidance effective January 1, 2009
(see Note 2). In accordance with this guidance, the Bank considers the impairment of a debt
security to be other than temporary if the Bank (i) intends to sell the security, (ii) more likely
than not will be required to sell the security before recovering its amortized cost basis, or (iii)
does not expect to recover the securitys entire amortized cost basis (even if the Bank does not
intend to sell the security). Further, an impairment is considered to be other than temporary if
the Banks best estimate of the present value of cash flows expected to be collected from the debt
security is less than the amortized cost basis of the security (any such shortfall is referred to
as a credit loss). Prior to January 1, 2009, an other-than-temporary impairment was deemed to
have occurred if it was probable that the Bank would be unable to collect all amounts due according
to the contractual terms of the debt security.
If an other-than-temporary impairment (OTTI) occurs because the Bank intends to sell an
impaired debt security, or more likely than not will be required to sell the security before
recovery of its amortized cost basis, the impairment is recognized currently in earnings in an
amount equal to the entire difference between fair value and amortized cost.
F-10
In instances in which a determination is made that a credit loss exists but the Bank does not
intend to sell the debt security and it is not more likely than not that the Bank will be required
to sell the debt security before the anticipated recovery of its remaining amortized cost basis,
the other-than-temporary impairment (i.e., the difference between the securitys then-current
carrying amount and its estimated fair value) is separated into (i) the amount of the total
impairment related to the credit loss (i.e., the credit component) and (ii) the amount of the total
impairment related to all other factors (i.e., the non-credit component). The credit component is
recognized in earnings and the non-credit component is recognized in other comprehensive income.
The total other-than-temporary impairment is presented in the statement of income with an offset
for the amount of the total other-than-temporary impairment that is recognized in other
comprehensive income. Prior to January 1, 2009, in all cases, if an impairment had been determined
to be other than temporary, then an impairment loss would have been recognized in earnings in an
amount equal to the entire difference between the securitys amortized cost basis and its fair
value at the balance sheet date of the reporting period for which the measurement was made.
The non-credit component of any other-than-temporary impairment losses recognized in other
comprehensive income for debt securities classified as held-to-maturity is accreted over the
remaining life of the debt security (in a prospective manner based on the amount and timing of
future estimated cash flows) as an increase in the carrying value of the security unless and until
the security is sold, the security matures, or there is an additional other-than-temporary
impairment that is recognized in earnings. In instances in which an additional
other-than-temporary impairment is recognized in earnings, the amount of the credit loss is
reclassified from accumulated other comprehensive income to earnings. Further, if an additional
other-than-temporary impairment is recognized in earnings and the held-to-maturity securitys
then-current carrying amount exceeds its fair value, an additional non-credit impairment is
concurrently recognized in other comprehensive income. Conversely, if an additional
other-than-temporary impairment is recognized in earnings and the held-to-maturity securitys
then-current carrying value is less than its fair value, the carrying value of the security is not
increased. In periods subsequent to the recognition of an other-than-temporary impairment loss,
the other-than-temporarily impaired debt security is accounted for as if it had been purchased on
the measurement date of the other-than-temporary impairment at an amount equal to the previous
amortized cost basis less the other-than-temporary impairment recognized in earnings. The
difference between the new amortized cost basis and the cash flows expected to be collected is
accreted as interest income over the remaining life of the security in a prospective manner based
on the amount and timing of future estimated cash flows.
Advances. The Bank reports advances net of unearned commitment fees and deferred prepayment
fees, if any, as discussed below. The Bank credits interest on advances to income as earned. The
Bank has not incurred any credit losses on advances since its inception in 1932 and, based on its
credit extension and collateral policies, the Bank currently does not anticipate any credit losses
on advances. Accordingly, the Bank has not provided any allowance for credit losses on advances
(see Note 7).
Mortgage Loans Held for Portfolio. Through the Mortgage Partnership Finance® (MPF®) program
offered by the FHLBank of Chicago, the Bank invested in government-guaranteed/insured mortgage
loans (i.e., those insured or guaranteed by the Federal Housing Administration or the Department of
Veterans Affairs) and conventional residential mortgage loans that were originated by certain of
its participating financial institutions (PFIs) during the period from 1998 to mid-2003. Under
its then existing arrangement with the FHLBank of Chicago, the Bank retained title to the mortgage
loans, subject to any participation interest in such loans that was sold to the FHLBank of Chicago;
the interest in the loans retained by the Bank ranged from 1 percent to 49 percent. Additionally,
during the period from 1998 to 2000, the Bank also acquired from the FHLBank of Chicago a
percentage interest (ranging up to 75 percent) in certain MPF loans originated by PFIs of other
FHLBanks. The Bank manages the liquidity, interest rate and prepayment risk of these loans, while
the PFIs retain the servicing activities. The Bank and the PFIs share in the credit risk of the
loans with the Bank assuming the first loss obligation limited by the First Loss Account (FLA),
and the PFIs assuming credit losses in excess of the FLA, up to the amount of the credit
enhancement obligation as specified in the master agreement (Second Loss Credit Enhancement).
The Bank assumes all losses in excess of the Second Loss Credit Enhancement.
PFIs are paid a credit enhancement fee (CE fee) as an incentive to minimize credit losses,
to share in the risk of loss on MPF loans and to pay for supplemental mortgage insurance, rather
than paying a guaranty fee to other secondary market purchasers. CE fees are paid monthly and are
determined based on the remaining unpaid principal balance of the MPF loans. The required credit
enhancement obligation varies depending upon the MPF product type. CE fees, payable to a PFI as
compensation for assuming credit risk, are recorded as a reduction to mortgage
F-11
loan interest income
when paid by the Bank. During the years ended December 31, 2009, 2008 and 2007, mortgage loan
interest income was reduced by CE fees totaling $120,000, $174,000 and $276,000, respectively.
The Bank classifies mortgage loans held for portfolio as held for investment and, accordingly,
reports them at their principal amount outstanding net of deferred premiums and discounts. The
Bank amortizes premiums and accretes discounts to interest income using the contractual method.
The contractual method uses the cash flows
required by the loan contracts, as adjusted for any actual prepayments, to apply the interest
method. Future prepayments of principal are not anticipated under this method. The Bank has the
ability and intent to hold these mortgage loans until maturity.
The Bank places a mortgage loan on nonaccrual status when the collection of the contractual
principal or interest is 90 days or more past due. When a conventional mortgage loan is placed on
nonaccrual status, accrued but uncollected interest is reversed against interest income. The Bank
records cash payments received on nonaccrual loans first as interest income until it recovers all
interest, and then as a reduction of principal. Government-guaranteed/insured loans are not placed
on nonaccrual status.
Real estate owned includes assets that have been received in satisfaction of debt or as a
result of actual foreclosures and in-substance foreclosures. Real estate owned is initially
recorded (and subsequently carried at the lower of cost or fair value less estimated costs to sell)
as other assets in the statements of condition. If the fair value of the real estate owned is less
than the recorded investment in the MPF loan at the date of transfer, the Bank recognizes a
charge-off to the allowance for loan losses. Subsequent realized gains and realized or unrealized
losses are included in other income (loss) in the statements of income.
The Bank bases the allowance for credit losses on managements estimate of credit losses
inherent in the Banks mortgage loan portfolio as of the balance sheet date, after consideration of
primary mortgage insurance, supplemental mortgage insurance (if any), and credit enhancements.
Actual losses greater than defined levels are offset by the PFIs credit enhancement up to their
respective limits. The Bank performs periodic reviews to identify losses inherent within its
portfolio and to determine the likelihood of collection. The overall allowance is determined by an
analysis that includes consideration of various data such as past performance, current performance,
loan portfolio characteristics, collateral valuations, industry data, and prevailing economic
conditions. As a result of this analysis, the Bank has determined that an allowance for credit
losses of $240,000 and $261,000 as of December 31, 2009 and 2008, respectively, is appropriate.
Credit losses are charged against the allowance when the Bank determines that its recorded
investment is unlikely to be fully recoverable.
Premises and Equipment. The Bank records premises and equipment at cost less accumulated
depreciation and amortization. At December 31, 2009 and 2008, the Banks accumulated depreciation
and amortization relating to premises and equipment was $24,292,000 and $21,389,000, respectively.
The Bank computes depreciation using the straight-line method over the estimated useful lives of
assets ranging from 3 to 39 years. It amortizes leasehold improvements on the straight-line basis
over the shorter of the estimated useful life of the improvement or the remaining term of the
lease. The Bank capitalizes improvements and major renewals but expenses ordinary maintenance and
repairs when incurred. Depreciation and amortization expense was $3,260,000, $2,649,000 and
$3,291,000 during the years ended December 31, 2009, 2008 and 2007, respectively. The Bank
includes gains and losses on disposal of premises and equipment, if any, in other income (loss)
under the caption other, net.
Computer Software. The cost of purchased computer software and certain costs incurred in
developing computer software for internal use are capitalized and amortized over future periods. As
of December 31, 2009 and 2008, the Bank had $4,422,000 and $4,156,000, respectively, in unamortized
computer software costs included in other assets. Amortization of computer software costs charged
to expense was $2,140,000, $1,660,000 and $1,583,000 for the years ended December 31, 2009, 2008
and 2007, respectively.
Derivatives and Hedging Activities. The Bank accounts for derivatives and hedging activities
in accordance with the guidance in Topic 815 of the FASBs Accounting Standards Codification
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.
F-12
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 Banks 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 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 and consolidated obligations to be eligible for the
short-cut method of accounting as long as the settlement of the committed advance or consolidated
obligation 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 conventions to be 5 business days
or less for advances and 30 calendar days or less using a next business day convention for
consolidated obligations. The Bank records the changes in fair value of the derivative and the
hedged item beginning on the trade date.
The Bank may issue debt, make advances, or purchase financial instruments in which a
derivative instrument is embedded and the financial instrument that embodies the embedded
derivative instrument is not remeasured at fair value with changes in fair value reported in
earnings as they occur. Upon execution of these transactions, the Bank assesses whether the
economic characteristics of the embedded derivative are clearly and closely related to the economic
characteristics of the remaining component of the financial instrument (i.e., the host contract)
and whether a separate, non-embedded instrument with the same terms as the embedded instrument
would meet the definition of a derivative instrument. When it is determined that (1) the embedded
derivative possesses economic characteristics that are not clearly and closely related to the
economic characteristics of the host contract and (2) a separate, stand-alone instrument with the
same terms would qualify as a derivative instrument, the embedded derivative is separated from the
host contract, carried at fair value, and designated as either (1) a hedging instrument in a fair
value hedge or (2) a stand-alone derivative instrument pursuant to an economic hedge. However, if
the entire contract were to be measured at fair value, with changes in fair value reported in
current earnings, or if the Bank could not reliably identify and measure the embedded derivative
for purposes of separating that derivative from its host contract, the entire contract would be
carried on the statement of condition at fair value and no portion of the contract would be
separately accounted for as a derivative.
The Bank discontinues hedge accounting prospectively when: (1) it 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 Banks
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.
F-13
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.
Mandatorily Redeemable Capital Stock. The Bank generally reclassifies shares of capital stock
from the capital section to the liability section of its balance sheet at the point in time when a
member submits a written redemption notice, gives notice of its intent to withdraw from membership,
or becomes a non-member by merger or acquisition, charter termination, or involuntary termination
from membership, as the shares of capital stock then typically meet the definition of a mandatorily
redeemable financial instrument. Shares of capital stock meeting this definition are reclassified
to liabilities at fair value. Following reclassification of the stock, any dividends paid or
accrued on such shares are recorded as interest expense in the statement of income. Repurchase or
redemption of these mandatorily redeemable financial instruments is reported as a cash outflow in
the financing activities section
of the statement of cash flows.
If a member cancels a written redemption or withdrawal notice, the Bank reclassifies the
shares subject to the cancellation notice from liabilities back to equity. Following this
reclassification to equity, dividends on the capital stock are once again recorded as a reduction
of retained earnings.
Although mandatorily redeemable capital stock is excluded from capital for financial reporting
purposes, it is considered capital for regulatory purposes. See Note 14 for more information,
including restrictions on stock redemption.
Affordable Housing Program. The FHLB Act requires each FHLBank to establish and fund an
Affordable Housing Program (AHP) (see Note 11). The Bank charges the required funding for AHP to
earnings and establishes a liability. The Bank makes AHP funds available to members in the form of
direct grants to assist in the purchase, construction, or rehabilitation of housing for very low-,
low-, and moderate-income households.
Resolution Funding Corporation. Although the Bank is exempt from ordinary federal, state, and
local taxation except for local real estate taxes, it is generally required to make quarterly
payments to the Resolution Funding Corporation (REFCORP), an entity established by Congress in
1989 to provide funding for the resolution of insolvent thrift institutions. REFCORP has been
designated as the calculation agent for the AHP and REFCORP assessments. To enable REFCORP to
perform these calculations, each of the FHLBanks provides quarterly earnings information to
REFCORP. The Bank charges its REFCORP assessments to earnings as incurred. See Note 12 for more
information.
Prepayment Fees. The Bank charges its members a prepayment fee when members prepay certain
advances before their original maturities. The Bank records prepayment fees net of hedging
adjustments included in the book basis of the advance, if any, as interest income in the statements
of income either immediately or over time, 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, the Bank evaluates whether the new advance meets the accounting criteria to
qualify as a modification of an existing advance. If the new advance qualifies as a modification
of the existing advance, the net prepayment fee on the prepaid advance is deferred, recorded in the
basis of the modified advance, and amortized over the life of the modified advance using the
level-yield method. This amortization is recorded in interest income on advances. If the Bank
determines that the advance should be treated as a new advance, or in instances where no new
advance is funded, it records the net fees as prepayment fees on advances in the interest income
section of the statement of income.
Commitment Fees. The Bank defers commitment fees for advances, if any, and amortizes them to
interest income using the level-yield method over the life of the advance. The Bank records
commitment fees for letters of credit as a deferred credit when it receives the fees and amortizes
them over the term of the letter of credit using the straight-line method.
Concessions on Consolidated Obligations. The Bank defers and amortizes, using the level-yield
method, the amounts paid to dealers in connection with the sale of consolidated obligation bonds
over the term to maturity of the related bonds. The Office of Finance prorates the amount of the
concession to the Bank based upon the percentage of the debt issued that is assumed by the Bank.
Unamortized concessions were $9,011,000 and $7,890,000 at December 31, 2009 and 2008, respectively,
and are included in other assets on the statements of condition. Amortization of such
concessions is included in consolidated obligation bond interest expense and totaled
F-14
$8,721,000,
$14,052,000 and $14,563,000 during the years ended December 31, 2009, 2008 and 2007, respectively.
The Bank charges to expense as incurred the concessions applicable to the sale of consolidated
obligation discount notes because of the short maturities of these notes. Concessions related to
the sale of discount notes totaling $1,231,000, $4,960,000 and $2,234,000 are included in interest
expense on consolidated obligation discount notes in the statements of income for the years ended
December 31, 2009, 2008 and 2007, respectively.
Discounts and Premiums on Consolidated Obligations. The Bank expenses the discounts on
consolidated obligation discount notes using the level-yield method over the term to maturity of
the related notes. It accretes the discounts and amortizes the premiums on consolidated obligation
bonds to expense using the level-yield method over the term to maturity of the bonds.
Finance Agency/Finance Board and Office of Finance Expenses. The Bank is assessed its
proportionate share of the costs of operating the Finance Agency and the Office of Finance. The
assessment for the FHLBanks portion of the Finance Agencys operating and capital expenditures is
allocated among the FHLBanks based on the ratio between each FHLBanks minimum required regulatory
capital and the aggregate minimum required regulatory capital of all FHLBanks. The Finance Board
allocated its operating and capital expenditures to the FHLBanks based on each FHLBanks percentage
of total combined outstanding capital stock (including those amounts classified as mandatorily
redeemable). The operating and capital expenditures of the Office of Finance are
shared on a pro rata basis with one-third based on each FHLBanks percentage of total
outstanding capital stock (excluding those amounts classified as mandatorily redeemable), one-third
based on each FHLBanks issuance of consolidated obligations, and one-third based on each FHLBanks
total consolidated obligations outstanding. These costs are included in the other expense section
of the statements of income.
Estimated Fair Values. Some of the Banks financial instruments (e.g., advances) lack an
available trading market characterized by transactions between a willing buyer and a willing seller
engaging in an exchange transaction. Therefore, the Bank uses internal models employing
assumptions regarding interest rates, volatility, prepayments, and other factors to perform
present-value calculations when disclosing estimated fair values for these financial instruments.
The Bank assumes that book value approximates fair value for certain financial instruments with
three months or less to repricing or maturity. The estimated fair values of the Banks financial
instruments are presented in Note 16.
Cash Flows. In the statements of cash flows, the Bank considers cash and due from banks as
cash and cash equivalents.
Note 2 Recently Issued Accounting Guidance
Accounting Standards Codification. On June 29, 2009, the FASB established the FASB Accounting
Standards Codification (the Codification or ASC) as the single source of authoritative U.S.
GAAP recognized by the FASB to be applied by nongovernmental entities. The Codification is not
intended to change current GAAP; rather, its intent is to organize all accounting literature by
topic in one place in order to enable users to quickly identify appropriate GAAP. The Codification
modifies the GAAP hierarchy to include only two levels of GAAP: authoritative and nonauthoritative.
The Codification does not replace or affect guidance issued by the Securities and Exchange
Commission (SEC), which continues to apply to SEC registrants. Following the establishment of
the Codification, the FASB no longer issues new standards in the form of Statements, FASB Staff
Positions or Emerging Issues Task Force Abstracts. Instead, it issues Accounting Standards
Updates. The FASB does not consider Accounting Standards Updates as authoritative in their own
right. Rather, Accounting Standards Updates serve only to update the Codification, provide
background information about the guidance, and provide the bases for conclusions regarding the
changes to the Codification. The Codification is effective for financial statements issued for
interim and annual periods ending after September 15, 2009. The Bank adopted the Codification
during the interim period ended September 30, 2009. As the Codification was not intended to alter
previous GAAP, its adoption did not have any impact on the Banks results of operations or
financial condition.
Enhanced Disclosures about Derivative Instruments and Hedging Activities. On March 19, 2008,
the FASB issued guidance requiring enhanced disclosures about an entitys derivative instruments
and hedging activities including: (1) how and why an entity uses derivative instruments; (2) how
derivative instruments and related hedged items are accounted for under GAAP; and (3) how
derivative instruments and related hedged items affect an entitys financial position, financial
performance, and cash flows. This guidance is effective for financial statements issued for fiscal
years and interim periods beginning after November 15, 2008, with earlier application encouraged.
The Bank adopted this guidance on January 1, 2009. The additional disclosures required by this
guidance are included in Note 13. The adoption of this guidance did not have any impact on the
Banks results of operations or financial condition.
F-15
Recognition and Presentation of Other-Than-Temporary Impairments. On April 9, 2009, the FASB
issued guidance that revises the recognition and reporting requirements for other-than-temporary
impairments of debt securities classified as either available-for-sale or held-to-maturity and
expands, and increases the frequency of, disclosures for both debt and equity securities. This
guidance is intended to bring greater consistency to the timing of impairment recognition, and to
provide greater clarity to investors about the credit and non-credit components of
other-than-temporarily impaired debt securities that are not expected to be sold. The accounting
for other-than-temporarily impaired debt securities is discussed in Note 1.
This OTTI accounting guidance is effective for interim and annual reporting periods ending
after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. The
guidance is to be applied to existing investments held by an entity as of the beginning of the
interim period in which it was adopted and to new investments acquired thereafter. For debt
securities held at the beginning of the interim period of adoption for which an
other-than-temporary impairment was previously recognized, if an entity did not intend to sell and
it was not more likely than not that the entity would have been required to sell the security
before recovery of its amortized cost basis, the entity was to recognize the cumulative effect of
initially applying this guidance as an adjustment to the opening balance of retained earnings with
a corresponding adjustment to accumulated other comprehensive income. If an entity elected to
early adopt this OTTI accounting guidance, it was also required to concurrently adopt recently
issued guidance regarding the determination of fair value when there has been a significant
decrease in the volume and level of activity for an asset or liability or price quotations are
associated with transactions that are not
orderly (discussed below). The Bank early adopted the OTTI accounting guidance effective
January 1, 2009. As the Bank did not hold any debt securities as of January 1, 2009 for which an
other-than-temporary impairment had previously been recognized, no cumulative effect transition
adjustment was required.
Determining Fair Value When the Volume and Level of Activity for an Asset or Liability Have
Significantly Decreased and Identifying Transactions That Are Not Orderly. On April 9, 2009, the
FASB issued guidance that clarifies the approach to, and provides additional factors to consider
in, measuring fair value when there has been a significant decrease in the volume and level of
activity for an asset or liability or price quotations are associated with transactions that are
not orderly. The guidance emphasizes that even if there has been a significant decrease in the
volume and level of activity for the asset or liability and regardless of the valuation
technique(s) used, the objective of a fair value measurement under GAAP remains the same. That is,
fair value is the price that would be received to sell an asset or paid to transfer a liability in
an orderly transaction (i.e., not a forced liquidation or distressed sale) between market
participants at the measurement date under current conditions. In addition, the guidance requires
enhanced disclosures regarding fair value measurements. This guidance is effective for interim and
annual reporting periods ending after June 15, 2009, with early adoption permitted for periods
ending after March 15, 2009. If an entity elected to early adopt this guidance, it was also
required to concurrently adopt the OTTI accounting guidance. The Bank early adopted this guidance
effective January 1, 2009 and the adoption did not have any impact on the Banks results of
operations or financial condition. The enhanced disclosures required by this guidance are
presented in Note 16.
Disclosures about Fair Value of Financial Instruments. On April 9, 2009, the FASB issued
guidance that requires disclosures about the fair value of financial instruments, including
disclosure of the method(s) and significant assumptions used to estimate the fair value of
financial instruments, in interim financial statements. Previously, these disclosures were
required only in annual financial statements. In addition, the guidance requires disclosure in
interim and annual financial statements of any changes in the method(s) and significant assumptions
used to estimate the fair value of financial instruments. The guidance is effective for interim
reporting periods ending after June 15, 2009, with early adoption permitted for periods ending
after March 15, 2009. An entity could early adopt this guidance only if it also concurrently
adopted the fair value guidance discussed in the preceding paragraph and the OTTI accounting
guidance. The Bank early adopted this guidance effective January 1, 2009 and the adoption did not
have any impact on the Banks results of operations or financial condition. The additional
disclosures required by this guidance are presented in Note 16.
Accounting for Transfers of Financial Assets. On June 12, 2009, the FASB issued guidance that
changes how entities account for transfers of financial assets by (1) eliminating the concept of a
qualifying special-purpose entity, (2) defining the term participating interest to establish
specific conditions for reporting a transfer of a portion of a financial asset as a sale, (3)
clarifying the isolation analysis to ensure that an entity considers all of its continuing
involvements with transferred financial assets to determine whether a transfer may be accounted for
as a sale, (4)
F-16
eliminating an exception that currently permits an entity to derecognize certain
transferred mortgage loans when that entity has not surrendered control over those loans, and (5)
requiring enhanced disclosures about transfers of financial assets and a transferors continuing
involvement with transfers of financial assets accounted for as sales. This guidance is effective
as of the beginning of the first annual reporting period that begins after November 15, 2009
(January 1, 2010 for the Bank), for interim periods within that first annual reporting period and
for interim and annual reporting periods thereafter. Earlier application is prohibited. The
adoption of this guidance is not expected to have a material impact on the Banks results of
operations or financial condition.
Consolidation of Variable Interest Entities. On June 12, 2009, the FASB issued guidance which
amends the consolidation guidance for variable interest entities (VIEs). This guidance eliminates
the exemption for qualifying special purpose entities, establishes a more qualitative evaluation to
determine the primary beneficiary based on power and the obligation to absorb losses or right to
receive benefits, and requires ongoing reassessments to determine if an entity must consolidate a
VIE. The guidance also requires enhanced disclosures about how an entitys involvement with a VIE
affects its financial statements and its exposure to risks. This guidance is effective as of the
beginning of the first annual reporting period that begins after November 15, 2009 (January 1, 2010
for the Bank), for interim periods within that first annual reporting period, and for interim and
annual reporting periods thereafter. Earlier application is prohibited. The Banks investment in
VIEs is limited to senior interests in mortgage-backed securities. The Bank evaluated its
investments in VIEs as of January 1, 2010 and determined that consolidation accounting is not
required under the new accounting guidance since the Bank is not the primary beneficiary. The Bank
does not have the power to significantly affect the economic performance of any of these
investments since it does not act as a key decision-maker nor does it have the unilateral ability
to replace a key decision-maker. Additionally, since the Bank holds the senior interest, rather
than the residual interest, in these investments, the Bank does not have either the obligation to
absorb losses of, or the right to receive benefits from, any of its investments in VIEs that could
potentially be significant to the VIEs. Furthermore, the Bank does not design, sponsor, transfer,
service, or provide credit or liquidity support in any of its investments in VIEs. Therefore,
the adoption of this guidance is not expected to have any impact on the Banks results of
operations or financial condition.
Measuring the Fair Value of Liabilities. On August 28, 2009, the FASB issued Accounting
Standards Update (ASU) 2009-05 to provide guidance on how to estimate the fair value of a
liability in a hypothetical transaction (assuming the transfer of a liability to a third party), as
currently required by GAAP. The guidance in ASU 2009-05 reaffirms that fair value measurement of a
liability assumes the transfer of a liability to a market participant as of the measurement date;
that is, the liability is presumed to continue and is not settled with the counterparty. In
addition, the guidance emphasizes that a fair value measurement of a liability includes
nonperformance risk and that such risk does not change after transfer of the liability. In a manner
consistent with this underlying premise (i.e., a transfer notion), the guidance requires that an
entity should first determine whether a quoted price of an identical liability traded in an active
market exists (i.e., a Level 1 fair value measurement). The guidance clarifies that the quoted
price for the identical liability, when traded as an asset in an active market, is also a Level 1
measurement for that liability when no adjustment to the quoted price is required. In the absence
of a quoted price in an active market for the identical liability, an entity must use one or more
of the following valuation techniques to estimate fair value:
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A valuation technique that uses: |
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The quoted price of an identical liability when traded as an asset. |
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The quoted price of a similar liability or of a similar liability when traded as an asset. |
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Another valuation technique that is consistent with GAAP, including one of the following: |
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An income approach, such as a present value technique. |
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A market approach, such as a technique based on the amount at the measurement
date that an entity would pay to transfer an identical liability or would receive to
enter into an identical liability. |
Additionally, ASU 2009-05 clarifies that when estimating the fair value of a liability, a reporting
entity should not include a separate input or adjustment to other inputs relating to the existence
of a restriction that prevents the transfer of the liability. The guidance in ASU 2009-05 is
effective for the first reporting period (including interim periods) beginning after issuance
(October 1, 2009 for the Bank). Entities may elect to early adopt the guidance in ASU 2009-05 if
financial statements have not yet been issued. The Bank adopted the guidance in ASU 2009-05
effective October 1, 2009. The adoption of this guidance did not have a material impact on the
Banks results of operations or financial condition.
F-17
Fair Value Measurements and DisclosuresImproving Disclosures about Fair Value Measurements.
On January 21, 2010, the FASB issued ASU 2010-06 Improving Disclosures About Fair Value
Measurements, which amends the guidance for fair value measurements and disclosures. The guidance
in ASU 2010-06 requires a reporting entity to disclose separately the amounts of significant
transfers in and out of Level 1 and Level 2 fair value measurements and to describe the reasons for
the transfers. Furthermore, ASU 2010-06 requires a reporting entity to present separately
information about purchases, sales, issuances, and settlements in the reconciliation for fair value
measurements using significant unobservable inputs; clarifies existing fair value disclosures about
the level of disaggregation and about inputs and valuation techniques used to measure fair value;
and amends guidance on employers disclosures about postretirement benefit plan assets to require
that disclosures be provided by classes of assets instead of by major categories of assets. The new
guidance is effective for interim and annual reporting periods beginning after December 15, 2009
(January 1, 2010 for the Bank), except for the disclosures about purchases, sales, issuances, and
settlements in the rollforward of activity in Level 3 fair value measurements. Those disclosures
are effective for fiscal years beginning after December 15, 2010 (January 1, 2011 for the Bank),
and for interim periods within those fiscal years. In the period of initial adoption, entities will
not be required to provide the amended disclosures for any previous periods presented for
comparative purposes. Early adoption is permitted. The adoption of this guidance is not expected to
significantly impact the Banks annual and interim financial statement disclosures and will not
have any impact on the Banks results of operations or financial condition.
Scope Exception Related to Embedded Credit Derivatives. On March 5, 2010, the FASB issued
amended guidance to clarify that the only type of embedded credit derivative feature related to the
transfer of credit risk that is exempt from derivative bifurcation requirements is one that is in
the form of subordination of one financial instrument to another. As a result, entities that have
contracts containing an embedded credit derivative feature in a form other than such subordination
will need to assess those embedded credit derivatives to determine if bifurcation and separate
accounting as a derivative is required. This guidance is effective at the beginning of the first
interim reporting period beginning after June 15, 2010 (July 1, 2010 for the Bank). Early adoption
is permitted at the beginning of an entitys first interim reporting period beginning after
issuance of this guidance. The adoption of this guidance is not expected to have any impact on the
Banks results of operations or financial condition.
Note 3Cash and Due from Banks
Required Clearing Balances. The Bank maintained average required balances (excluding
pass-through deposits) with the Federal Reserve Bank of Dallas of approximately $20,000,000 for the
years ended December 31, 2009 and 2008. These represent average balances required to be maintained
over each 14-day reporting cycle; however, the Bank may use earnings credits on these balances to
pay for services received from the Federal Reserve Bank of Dallas.
Pass-through Deposit Reserves. The Bank acts as a pass-through correspondent for member
institutions required to deposit reserves with the Federal Reserve Banks. At December 31, 2009, the
amount reported as cash and due from banks includes $271,793,000 of pass-through reserves deposited
with the Federal Reserve Bank of Dallas. At December 31, 2008, interest-bearing pass-through
reserves approximating $43,452,000 were reported in interest-bearing deposits (see Note 1). The
Bank includes member reserve balances in other liabilities on the statements of condition.
Note 4Trading Securities
Major Security Types. Trading securities as of December 31, 2009 and 2008 were comprised
solely of mutual fund investments associated with the Banks non-qualified deferred compensation
plans.
Net gain (loss) on trading securities during the years ended December 31, 2009, 2008 and 2007
included changes in net unrealized holding gain (loss) of $619,000, ($593,000) and ($6,000) for
securities that were held on December 31, 2009, 2008 and 2007, respectively. On April 27, 2007,
the Bank sold all of its mortgage-backed securities classified as trading securities and terminated
the associated interest rate derivatives. The securities were sold and the interest rate
derivatives were terminated at amounts that approximated their carrying values.
F-18
Note 5Available-for-Sale Securities
The Bank did not hold any securities that were classified as available-for-sale at December
31, 2009. Available-for-sale securities as of December 31, 2008 were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross |
|
|
Gross |
|
|
Estimated |
|
|
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
Fair |
|
|
|
Cost |
|
|
Gains |
|
|
Losses |
|
|
Value |
|
Mortgage-backed securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Government-sponsored enterprises |
|
$ |
99,770 |
|
|
$ |
|
|
|
$ |
886 |
|
|
$ |
98,884 |
|
Non-agency commercial mortgage-backed
security |
|
|
29,423 |
|
|
|
|
|
|
|
775 |
|
|
|
28,648 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
129,193 |
|
|
$ |
|
|
|
$ |
1,661 |
|
|
$ |
127,532 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In March 2009, the Bank sold one of its available-for-sale securities (specifically, a
government-sponsored enterprise mortgage-backed security) with an amortized cost (determined by the
specific identification method) of $86,176,000. Proceeds from the sale totaled $87,019,000,
resulting in a gross realized gain of $843,000. The Banks two remaining available-for-sale
securities were paid in full in April and July 2009.
In April 2008, the Bank sold available-for-sale securities with an amortized cost (determined
by the specific identification method) of $254,852,000. Proceeds from the sales totaled
$257,646,000, resulting in gross realized gains of $2,794,000. These securities had been acquired
in the first quarter of 2008.
In addition, on October 29, 2008, the Bank sold a U.S. agency debenture classified as
available-for-sale. At September 30, 2008, the amortized cost of this asset (determined by the
specific identification method) exceeded its estimated fair value at that date by $2,476,000.
Because the Bank did not have the intent as of September 30, 2008 to hold this available-for-sale
security through to recovery of the unrealized loss, an other-than-temporary impairment was
recognized in the third quarter of 2008 to write the security down to its estimated fair value of
$57,526,000 as of September 30, 2008. This impairment charge is reported in net realized gains
(losses) on sales of available-for-sale securities in the Banks statement of income for the year
ended December 31, 2008. Proceeds from the sale totaled $56,541,000, resulting in an additional
realized loss at the time of sale of $1,237,000.
There were no sales of available-for-sale securities during the year ended December 31, 2007.
Note 6Held-to-Maturity Securities
Major Security Types. Held-to-maturity securities as of December 31, 2009 were as follows (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTTI Recorded in |
|
|
|
|
|
|
Gross |
|
|
Gross |
|
|
|
|
|
|
|
|
|
|
Accumulated Other |
|
|
|
|
|
|
Unrecognized |
|
|
Unrecognized |
|
|
Estimated |
|
|
|
Amortized |
|
|
Comprehensive |
|
|
Carrying |
|
|
Holding |
|
|
Holding |
|
|
Fair |
|
|
|
Cost |
|
|
Income (Loss) |
|
|
Value |
|
|
Gains |
|
|
Losses |
|
|
Value |
|
Debentures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government guaranteed obligations |
|
$ |
58,812 |
|
|
$ |
|
|
|
$ |
58,812 |
|
|
$ |
425 |
|
|
$ |
174 |
|
|
$ |
59,063 |
|
State housing agency obligation |
|
|
2,945 |
|
|
|
|
|
|
|
2,945 |
|
|
|
|
|
|
|
230 |
|
|
|
2,715 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
61,757 |
|
|
|
|
|
|
|
61,757 |
|
|
|
425 |
|
|
|
404 |
|
|
|
61,778 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage-backed securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government guaranteed obligations |
|
|
24,075 |
|
|
|
|
|
|
|
24,075 |
|
|
|
8 |
|
|
|
73 |
|
|
|
24,010 |
|
Government-sponsored enterprises |
|
|
10,837,865 |
|
|
|
|
|
|
|
10,837,865 |
|
|
|
78,135 |
|
|
|
53,295 |
|
|
|
10,862,705 |
|
Non-agency residential mortgage-backed
securities |
|
|
511,382 |
|
|
|
66,584 |
|
|
|
444,798 |
|
|
|
|
|
|
|
68,682 |
|
|
|
376,116 |
|
Non-agency commercial mortgage-backed
securities |
|
|
56,057 |
|
|
|
|
|
|
|
56,057 |
|
|
|
1,120 |
|
|
|
|
|
|
|
57,177 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,429,379 |
|
|
|
66,584 |
|
|
|
11,362,795 |
|
|
|
79,263 |
|
|
|
122,050 |
|
|
|
11,320,008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
11,491,136 |
|
|
$ |
66,584 |
|
|
$ |
11,424,552 |
|
|
$ |
79,688 |
|
|
$ |
122,454 |
|
|
$ |
11,381,786 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-19
Held-to-maturity securities as of December 31, 2008 were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross |
|
|
Gross |
|
|
|
|
|
|
Amortized Cost/ |
|
|
Unrecognized |
|
|
Unrecognized |
|
|
Estimated |
|
|
|
Carrying Value |
|
|
Holding Gains |
|
|
Holding Losses |
|
|
Fair Value |
|
Debentures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government guaranteed obligations |
|
$ |
65,888 |
|
|
$ |
581 |
|
|
$ |
935 |
|
|
$ |
65,534 |
|
State housing agency obligation |
|
|
3,785 |
|
|
|
|
|
|
|
357 |
|
|
|
3,428 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
69,673 |
|
|
|
581 |
|
|
|
1,292 |
|
|
|
68,962 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage-backed securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government guaranteed obligations |
|
|
28,632 |
|
|
|
|
|
|
|
804 |
|
|
|
27,828 |
|
Government-sponsored enterprises |
|
|
10,629,290 |
|
|
|
26,025 |
|
|
|
268,756 |
|
|
|
10,386,559 |
|
Non-agency residential mortgage-backed
securities |
|
|
676,804 |
|
|
|
|
|
|
|
277,040 |
|
|
|
399,764 |
|
Non-agency commercial mortgage-backed
securities |
|
|
297,105 |
|
|
|
|
|
|
|
10,356 |
|
|
|
286,749 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,631,831 |
|
|
|
26,025 |
|
|
|
556,956 |
|
|
|
11,100,900 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
11,701,504 |
|
|
$ |
26,606 |
|
|
$ |
558,248 |
|
|
$ |
11,169,862 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table summarizes (in thousands, except number of positions) the held-to-maturity
securities with unrealized losses as of December 31, 2009. The unrealized losses include
other-than-temporary impairments recorded in accumulated other comprehensive income (loss) and
gross unrecognized holding losses and are aggregated by major security type and length of time that
individual securities have been in a continuous loss position.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than 12 Months |
|
|
12 Months or More |
|
|
Total |
|
|
|
|
|
|
|
Estimated |
|
|
Gross |
|
|
|
|
|
|
Estimated |
|
|
Gross |
|
|
|
|
|
|
Estimated |
|
|
Gross |
|
|
|
Number of |
|
|
Fair |
|
|
Unrealized |
|
|
Number of |
|
|
Fair |
|
|
Unrealized |
|
|
Number of |
|
|
Fair |
|
|
Unrealized |
|
|
|
Positions |
|
|
Value |
|
|
Losses |
|
|
Positions |
|
|
Value |
|
|
Losses |
|
|
Positions |
|
|
Value |
|
|
Losses |
|
Debentures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government guaranteed obligations |
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
|
2 |
|
|
$ |
23,079 |
|
|
$ |
174 |
|
|
|
2 |
|
|
$ |
23,079 |
|
|
$ |
174 |
|
State housing agency obligation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
2,715 |
|
|
|
230 |
|
|
|
1 |
|
|
|
2,715 |
|
|
|
230 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3 |
|
|
|
25,794 |
|
|
|
404 |
|
|
|
3 |
|
|
|
25,794 |
|
|
|
404 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage-backed securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government guaranteed obligations |
|
|
7 |
|
|
|
15,854 |
|
|
|
63 |
|
|
|
2 |
|
|
|
3,956 |
|
|
|
10 |
|
|
|
9 |
|
|
|
19,810 |
|
|
|
73 |
|
Government-sponsored enterprises |
|
|
57 |
|
|
|
2,673,949 |
|
|
|
15,359 |
|
|
|
157 |
|
|
|
4,176,445 |
|
|
|
37,936 |
|
|
|
214 |
|
|
|
6,850,394 |
|
|
|
53,295 |
|
Non-agency residential
mortgage-backed securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40 |
|
|
|
376,116 |
|
|
|
135,266 |
|
|
|
40 |
|
|
|
376,116 |
|
|
|
135,266 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
64 |
|
|
|
2,689,803 |
|
|
|
15,422 |
|
|
|
199 |
|
|
|
4,556,517 |
|
|
|
173,212 |
|
|
|
263 |
|
|
|
7,246,320 |
|
|
|
188,634 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
64 |
|
|
$ |
2,689,803 |
|
|
$ |
15,422 |
|
|
|
202 |
|
|
$ |
4,582,311 |
|
|
$ |
173,616 |
|
|
|
266 |
|
|
$ |
7,272,114 |
|
|
$ |
189,038 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table summarizes (in thousands, except number of positions) the
held-to-maturity securities with unrealized losses as of December 31, 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than 12 Months |
|
|
12 Months or More |
|
|
Total |
|
|
|
|
|
|
|
Estimated |
|
|
Gross |
|
|
|
|
|
|
Estimated |
|
|
Gross |
|
|
|
|
|
|
Estimated |
|
|
Gross |
|
|
|
Number of |
|
|
Fair |
|
|
Unrealized |
|
|
Number of |
|
|
Fair |
|
|
Unrealized |
|
|
Number of |
|
|
Fair |
|
|
Unrealized |
|
|
|
Positions |
|
|
Value |
|
|
Losses |
|
|
Positions |
|
|
Value |
|
|
Losses |
|
|
Positions |
|
|
Value |
|
|
Losses |
|
Debentures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government guaranteed obligations |
|
|
4 |
|
|
$ |
35,620 |
|
|
$ |
935 |
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
|
4 |
|
|
$ |
35,620 |
|
|
$ |
935 |
|
State housing agency obligation |
|
|
1 |
|
|
|
3,428 |
|
|
|
357 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
3,428 |
|
|
|
357 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5 |
|
|
|
39,048 |
|
|
|
1,292 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5 |
|
|
|
39,048 |
|
|
|
1,292 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage-backed securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government guaranteed obligations |
|
|
9 |
|
|
|
26,746 |
|
|
|
764 |
|
|
|
2 |
|
|
|
1,082 |
|
|
|
40 |
|
|
|
11 |
|
|
|
27,828 |
|
|
|
804 |
|
Government-sponsored enterprises |
|
|
130 |
|
|
|
5,116,293 |
|
|
|
108,241 |
|
|
|
115 |
|
|
|
3,695,248 |
|
|
|
160,515 |
|
|
|
245 |
|
|
|
8,811,541 |
|
|
|
268,756 |
|
Non-agency residential
mortgage-backed securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42 |
|
|
|
399,764 |
|
|
|
277,040 |
|
|
|
42 |
|
|
|
399,764 |
|
|
|
277,040 |
|
Non-agency commercial
mortgage-backed securities |
|
|
10 |
|
|
|
286,749 |
|
|
|
10,356 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10 |
|
|
|
286,749 |
|
|
|
10,356 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
149 |
|
|
|
5,429,788 |
|
|
|
119,361 |
|
|
|
159 |
|
|
|
4,096,094 |
|
|
|
437,595 |
|
|
|
308 |
|
|
|
9,525,882 |
|
|
|
556,956 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals |
|
|
154 |
|
|
$ |
5,468,836 |
|
|
$ |
120,653 |
|
|
|
159 |
|
|
$ |
4,096,094 |
|
|
$ |
437,595 |
|
|
|
313 |
|
|
$ |
9,564,930 |
|
|
$ |
558,248 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All of the Banks held-to-maturity securities are rated by one or more of the following
nationally recognized statistical ratings organizations (NRSROs): Moodys Investors Service
(Moodys), Standard and Poors (S&P) and/or Fitch Ratings, Ltd. (Fitch). With the exception
of 20 non-agency (i.e., private label) residential mortgage-backed securities, as presented below,
none of these organizations had rated any of the securities held by the Bank lower than the highest
investment grade credit rating at December 31, 2009. Based upon the Banks
F-20
assessment of
the creditworthiness of the issuers of the debentures held by the Bank, the credit ratings assigned
by the NRSROs and the strength of the government-sponsored enterprises guarantees of the Banks
holdings of agency mortgage-backed securities (MBS), the Bank expects that its holdings of U.S.
government guaranteed debentures,
state housing agency debentures, U.S. government guaranteed MBS and government-sponsored enterprise
MBS that were in an unrealized loss position at December 31, 2009 would not be settled at an amount
less than the Banks amortized cost bases in these investments. Because the declines in market
value 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 December 31, 2009.
As of December 31, 2009, the gross unrealized losses on the Banks holdings of non-agency
residential MBS (RMBS) totaled $135,266,000, which represented 26.5 percent of the securities
amortized cost at that date. The deterioration in the U.S. housing markets, as reflected by
declines in the values of residential real estate and increasing levels of delinquencies, defaults
and losses on residential mortgages, including the mortgages underlying the Banks non-agency RMBS,
has generally elevated the risk that the Bank may not ultimately recover the entire cost bases of
some of its non-agency RMBS. Despite the elevated risk, based on its analysis of the securities in
this portfolio, the Bank believes that the unrealized losses noted above were principally the
result of significant (albeit reduced) 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.
As noted above, all of the Banks held-to-maturity securities are rated by one or more NRSROs.
The following table presents the credit ratings assigned to the Banks non-agency RMBS as of
December 31, 2009 (dollars in thousands). The credit ratings presented in the table represent the
lowest rating assigned to the security by Moodys, S&P or Fitch.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit Rating |
|
Number of Securities |
|
|
Amortized Cost |
|
|
Carrying Value |
|
|
Estimated Fair Value |
|
|
Unrealized Losses |
|
Triple-A |
|
|
20 |
|
|
$ |
205,906 |
|
|
$ |
205,906 |
|
|
$ |
184,462 |
|
|
$ |
21,444 |
|
Double-A |
|
|
5 |
|
|
|
51,717 |
|
|
|
51,717 |
|
|
|
35,511 |
|
|
|
16,206 |
|
Single-A |
|
|
2 |
|
|
|
38,623 |
|
|
|
38,623 |
|
|
|
25,932 |
|
|
|
12,691 |
|
Triple-B |
|
|
5 |
|
|
|
72,033 |
|
|
|
61,374 |
|
|
|
40,583 |
|
|
|
31,450 |
|
Double-B |
|
|
4 |
|
|
|
40,376 |
|
|
|
29,529 |
|
|
|
23,300 |
|
|
|
17,076 |
|
Single-B |
|
|
3 |
|
|
|
58,804 |
|
|
|
29,035 |
|
|
|
33,042 |
|
|
|
25,762 |
|
Triple-C |
|
|
1 |
|
|
|
43,923 |
|
|
|
28,614 |
|
|
|
33,286 |
|
|
|
10,637 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
40 |
|
|
$ |
511,382 |
|
|
$ |
444,798 |
|
|
$ |
376,116 |
|
|
$ |
135,266 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Because the ultimate receipt of contractual payments on the Banks 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 Banks 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 Banks 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 Banks non-agency RMBS have a senior
claim on the cash flows from the underlying mortgage loans.
To assess whether the entire amortized cost bases of its non-agency RMBS will be
recovered, the Bank performed a cash flow analysis for each of its non-agency RMBS with adverse
risk characteristics as of March 31, 2009 and June 30, 2009 (including those securities that were
determined to be other than temporarily impaired as of March 31, 2009) and for all of its
non-agency RMBS holdings as of September 30, 2009 and December 31, 2009. The adverse risk
characteristics used to select securities for cash flow analysis as of March 31, 2009 and June 30,
2009 included: the duration and magnitude of the unrealized loss, NRSRO credit ratings below
investment grade, and criteria related to the credit performance of the underlying collateral,
including the ratio of credit enhancement to expected collateral losses and the ratio of seriously
delinquent loans to credit enhancement. For these purposes, expected collateral losses were those
that were implied by current delinquencies taking into account an assumed default probability based
on the state of delinquency and a loss severity assumption based on product and vintage; seriously
delinquent loans were those that were 60 or more days past due, including loans in foreclosure and
real estate owned. In performing the quarterly cash flow analyses for its non-agency RMBS, the
Bank used two third
F-21
party models. The first model considers borrower characteristics and the particular attributes
of the loans underlying the Banks 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
Banks housing price forecast as of December 31, 2009 assumed current-to-trough home price declines
ranging from 0 percent to 15 percent over the next 9 to 15 months. Thereafter, home prices are
projected to increase 0 percent in the first six months, 0.5 percent in the next six months, 3
percent in the second year and 4 percent in each subsequent year. The month-by-month projections
of future loan performance derived from the first model, which reflect projected prepayments,
defaults and loss severities, are then input into a second model that allocates the projected loan
level cash flows and losses to the various security classes in the securitization structure in
accordance with its prescribed cash flow and loss allocation rules. In a securitization in which
the credit enhancement for the senior securities is derived from the presence of subordinate
securities, losses are generally allocated first to the subordinate securities until their
principal balance is reduced to zero.
Based on the results of its cash flow analyses, the Bank determined that it is likely that it
will not fully recover the amortized cost bases of seven of its non-agency RMBS and, accordingly,
these securities were deemed to be other-than-temporarily impaired during 2009. The difference
between the present value of the cash flows expected to be collected from these seven securities
and their amortized cost bases (i.e., the credit losses) aggregated $4,022,000 in 2009. 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, the previous amortized cost basis less the current-period credit loss), only the amounts
related to the credit losses were recognized in earnings.
The following tables set forth additional information for each of the securities that were
deemed to be other-than-temporarily impaired during 2009 (in thousands). The information is as of
and for the year ended December 31, 2009. The credit ratings presented in the first table
represent the lowest rating assigned to the security by Moodys, S&P or Fitch as of December 31,
2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period of |
|
|
|
|
|
|
|
Credit |
|
|
Non-Credit |
|
|
|
Initial |
|
Credit |
|
Total |
|
|
Component |
|
|
Component |
|
|
|
Impairment |
|
Rating |
|
OTTI |
|
|
of OTTI |
|
|
of OTTI |
|
Security #1 |
|
Q1 2009 |
|
Single-B |
|
$ |
13,139 |
|
|
$ |
1,369 |
|
|
$ |
11,770 |
|
Security #2 |
|
Q1 2009 |
|
Double-B |
|
|
13,076 |
|
|
|
16 |
|
|
|
13,060 |
|
Security #3 |
|
Q2 2009 |
|
Triple-C |
|
|
19,358 |
|
|
|
1,978 |
|
|
|
17,380 |
|
Security #4 |
|
Q2 2009 |
|
Triple-B |
|
|
8,585 |
|
|
|
77 |
|
|
|
8,508 |
|
Security #5 |
|
Q3 2009 |
|
Single-B |
|
|
11,738 |
|
|
|
284 |
|
|
|
11,454 |
|
Security #6 |
|
Q3 2009 |
|
Single-B |
|
|
10,502 |
|
|
|
277 |
|
|
|
10,225 |
|
Security #7 |
|
Q3 2009 |
|
Triple-B |
|
|
3,544 |
|
|
|
21 |
|
|
|
3,523 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals |
|
|
|
|
|
$ |
79,942 |
|
|
$ |
4,022 |
|
|
$ |
75,920 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accretion of |
|
|
|
|
|
|
|
|
|
|
Amortized Cost |
|
|
Non-Credit |
|
|
Non-Credit |
|
|
|
|
|
|
Estimated |
|
|
|
After Credit |
|
|
Component |
|
|
Component |
|
|
Carrying |
|
|
Fair |
|
|
|
Component of OTTI |
|
|
of OTTI |
|
|
of OTTI |
|
|
Value |
|
|
Value |
|
Security #1 |
|
$ |
16,391 |
|
|
$ |
11,770 |
|
|
$ |
2,163 |
|
|
$ |
6,784 |
|
|
$ |
9,434 |
|
Security #2 |
|
|
19,984 |
|
|
|
13,060 |
|
|
|
2,214 |
|
|
|
9,138 |
|
|
|
11,336 |
|
Security #3 |
|
|
43,923 |
|
|
|
17,380 |
|
|
|
2,069 |
|
|
|
28,612 |
|
|
|
33,286 |
|
Security #4 |
|
|
13,769 |
|
|
|
8,508 |
|
|
|
1,151 |
|
|
|
6,412 |
|
|
|
7,406 |
|
Security #5 |
|
|
22,773 |
|
|
|
11,454 |
|
|
|
807 |
|
|
|
12,126 |
|
|
|
13,353 |
|
Security #6 |
|
|
19,640 |
|
|
|
10,225 |
|
|
|
711 |
|
|
|
10,126 |
|
|
|
10,254 |
|
Security #7 |
|
|
7,508 |
|
|
|
3,523 |
|
|
|
221 |
|
|
|
4,206 |
|
|
|
4,169 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals |
|
$ |
143,988 |
|
|
$ |
75,920 |
|
|
$ |
9,336 |
|
|
$ |
77,404 |
|
|
$ |
89,238 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-22
For those securities for which an other-than-temporary impairment was determined to have
occurred during the year ended December 31, 2009, the following table presents a summary of the
significant inputs used to measure the amount of the most recent credit loss recognized in earnings
(dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarterly |
|
Significant Inputs |
|
|
Current Credit |
|
|
|
|
|
|
Unpaid Principal |
|
|
Period of |
|
Projected |
|
Projected |
|
Projected |
|
Enhancement |
|
|
Year of |
|
Collateral |
|
Balance as of |
|
|
Most Recent |
|
Prepayment |
|
Default |
|
Loss |
|
as of |
|
|
Securitization |
|
Type |
|
December 31, 2009 |
|
|
Impairment |
|
Rate |
|
Rate |
|
Severity |
|
December 31, 2009 |
Security #1 |
|
2005 |
|
Alt-A/Option ARM |
|
$ |
17,764 |
|
|
Q3 2009 |
|
|
6.4 |
% |
|
|
77.1 |
% |
|
|
48.2 |
% |
|
|
37.5 |
% |
Security #2 |
|
2005 |
|
Alt-A/Option ARM |
|
|
20,000 |
|
|
Q3 2009 |
|
|
8.4 |
% |
|
|
61.0 |
% |
|
|
51.3 |
% |
|
|
51.0 |
% |
Security #3 |
|
2006 |
|
Alt-A/Fixed Rate |
|
|
45,905 |
|
|
Q4 2009 |
|
|
13.0 |
% |
|
|
31.3 |
% |
|
|
41.2 |
% |
|
|
8.6 |
% |
Security #4 |
|
2005 |
|
Alt-A/Option ARM |
|
|
13,846 |
|
|
Q4 2009 |
|
|
6.5 |
% |
|
|
73.0 |
% |
|
|
42.9 |
% |
|
|
49.5 |
% |
Security #5 |
|
2005 |
|
Alt-A/Option ARM |
|
|
23,058 |
|
|
Q4 2009 |
|
|
7.5 |
% |
|
|
75.9 |
% |
|
|
49.2 |
% |
|
|
49.1 |
% |
Security #6 |
|
2005 |
|
Alt-A/Option ARM |
|
|
19,919 |
|
|
Q4 2009 |
|
|
8.2 |
% |
|
|
65.1 |
% |
|
|
38.1 |
% |
|
|
30.1 |
% |
Security #7 |
|
2004 |
|
Alt-A/Option ARM |
|
|
7,520 |
|
|
Q3 2009 |
|
|
10.0 |
% |
|
|
55.0 |
% |
|
|
42.0 |
% |
|
|
34.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
$ |
148,012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table presents a rollforward for the year ended December 31, 2009 of the amount
related to credit losses on the Banks non-agency RMBS holdings for which a portion of an
other-than-temporary impairment was recognized in other comprehensive income (in thousands).
|
|
|
|
|
|
|
Year Ended |
|
|
|
December 31, 2009 |
|
Balance of credit losses, beginning of year |
|
$ |
|
|
Credit losses for which an other-than-temporary impairment
was not previously recognized |
|
|
4,022 |
|
|
|
|
|
Balance of credit losses, end of year |
|
$ |
4,022 |
|
|
|
|
|
Because the Bank currently expects to recover the entire amortized cost basis of each of its
other non-agency RMBS holdings, and because the Bank does not intend to sell the investments and it
is not more likely than not that the Bank will be required to sell the investments before recovery
of their amortized cost bases, the Bank does not consider any of its other non-agency RMBS to be
other-than-temporarily impaired at December 31, 2009.
Redemption Terms. The amortized cost, carrying value and estimated fair value of
held-to-maturity securities by contractual maturity at December 31, 2009 and 2008 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
Estimated |
|
|
|
|
|
|
|
|
|
|
Estimated |
|
|
|
Amortized |
|
|
Carrying |
|
|
Fair |
|
|
Amortized |
|
|
Carrying |
|
|
Fair |
|
Maturity |
|
Cost |
|
|
Value |
|
|
Value |
|
|
Cost |
|
|
Value |
|
|
Value |
|
Debentures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due in one year or less |
|
$ |
249 |
|
|
$ |
249 |
|
|
$ |
250 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Due after one year through five years |
|
|
3,607 |
|
|
|
3,607 |
|
|
|
3,689 |
|
|
|
5,386 |
|
|
|
5,386 |
|
|
|
5,565 |
|
Due after five years through ten years |
|
|
31,703 |
|
|
|
31,703 |
|
|
|
32,046 |
|
|
|
35,527 |
|
|
|
35,527 |
|
|
|
35,768 |
|
Due after ten years |
|
|
26,198 |
|
|
|
26,198 |
|
|
|
25,793 |
|
|
|
28,760 |
|
|
|
28,760 |
|
|
|
27,629 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
61,757 |
|
|
|
61,757 |
|
|
|
61,778 |
|
|
|
69,673 |
|
|
|
69,673 |
|
|
|
68,962 |
|
Mortgage-backed securities |
|
|
11,429,379 |
|
|
|
11,362,795 |
|
|
|
11,320,008 |
|
|
|
11,631,831 |
|
|
|
11,631,831 |
|
|
|
11,100,900 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
11,491,136 |
|
|
$ |
11,424,552 |
|
|
$ |
11,381,786 |
|
|
$ |
11,701,504 |
|
|
$ |
11,701,504 |
|
|
$ |
11,169,862 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The amortized cost of the Banks mortgage-backed securities classified as held-to-maturity
includes net purchase discounts of $150,047,000 and $161,711,000 at December 31, 2009 and 2008,
respectively.
F-23
Interest Rate Payment Terms. The following table provides interest rate payment terms for
investment securities classified as held-to-maturity at December 31, 2009 and 2008 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
Amortized cost of variable-rate held-to-maturity securities
other than mortgage-backed securities |
|
$ |
61,757 |
|
|
$ |
69,673 |
|
|
|
|
|
|
|
|
|
|
Amortized cost of held-to-maturity mortgage-backed
securities |
|
|
|
|
|
|
|
|
Fixed-rate pass-through securities |
|
|
937 |
|
|
|
1,253 |
|
Collateralized mortgage obligations |
|
|
|
|
|
|
|
|
Fixed-rate |
|
|
58,033 |
|
|
|
299,528 |
|
Variable-rate |
|
|
11,370,409 |
|
|
|
11,331,050 |
|
|
|
|
|
|
|
|
|
|
|
11,429,379 |
|
|
|
11,631,831 |
|
|
|
|
|
|
|
|
|
Total |
|
$ |
11,491,136 |
|
|
$ |
11,701,504 |
|
|
|
|
|
|
|
|
All of the Banks 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 the years ended December 31, 2009 or 2008.
Note 7Advances
Redemption Terms. At December 31, 2009 and 2008, the Bank had advances outstanding at
interest rates ranging from 0.03 percent to 8.61 percent and 0.05 percent to 8.66 percent,
respectively, as summarized below (in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
Average |
|
Year of Contractual Maturity |
|
Amount |
|
|
Interest Rate |
|
|
Amount |
|
|
Interest Rate |
|
Overdrawn demand deposit accounts |
|
$ |
181 |
|
|
|
4.05 |
% |
|
$ |
99 |
|
|
|
4.08 |
% |
|
2009 |
|
|
|
|
|
|
|
|
|
|
20,465,819 |
|
|
|
1.69 |
|
2010 |
|
|
14,909,262 |
|
|
|
0.98 |
|
|
|
8,346,234 |
|
|
|
2.41 |
|
2011 |
|
|
7,059,173 |
|
|
|
1.27 |
|
|
|
6,912,931 |
|
|
|
2.83 |
|
2012 |
|
|
8,163,416 |
|
|
|
0.80 |
|
|
|
7,916,643 |
|
|
|
2.40 |
|
2013 |
|
|
8,637,127 |
|
|
|
0.86 |
|
|
|
8,489,391 |
|
|
|
2.52 |
|
2014 |
|
|
1,262,879 |
|
|
|
0.99 |
|
|
|
1,127,544 |
|
|
|
2.23 |
|
Thereafter |
|
|
3,593,166 |
|
|
|
3.84 |
|
|
|
3,332,021 |
|
|
|
3.87 |
|
Amortizing advances* |
|
|
3,282,368 |
|
|
|
4.53 |
|
|
|
3,654,181 |
|
|
|
4.62 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total par value |
|
|
46,907,572 |
|
|
|
1.44 |
% |
|
|
60,244,863 |
|
|
|
2.44 |
% |
|
Deferred prepayment fees |
|
|
(1,935 |
) |
|
|
|
|
|
|
(937 |
) |
|
|
|
|
Commitment fees |
|
|
(110 |
) |
|
|
|
|
|
|
(28 |
) |
|
|
|
|
Hedging adjustments |
|
|
357,047 |
|
|
|
|
|
|
|
675,985 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
47,262,574 |
|
|
|
|
|
|
$ |
60,919,883 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
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 December 31, 2009 and 2008, the
Bank had aggregate prepayable and callable advances totaling $210,151,000 and $204,543,000,
respectively.
F-24
The following table summarizes advances at December 31, 2009 and 2008, by the earliest of year
of contractual maturity, next call date, or the first date on which prepayable advances can be
repaid without a prepayment fee (in thousands):
|
|
|
|
|
|
|
|
|
Year of Contractual Maturity or Next Call Date |
|
2009 |
|
|
2008 |
|
Overdrawn demand deposit accounts |
|
$ |
181 |
|
|
$ |
99 |
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
|
|
|
|
20,528,616 |
|
2010 |
|
|
14,975,701 |
|
|
|
8,382,703 |
|
2011 |
|
|
7,082,672 |
|
|
|
6,943,915 |
|
2012 |
|
|
8,187,107 |
|
|
|
7,943,468 |
|
2013 |
|
|
8,664,137 |
|
|
|
8,486,971 |
|
2014 |
|
|
1,277,606 |
|
|
|
1,122,707 |
|
Thereafter |
|
|
3,437,800 |
|
|
|
3,182,203 |
|
Amortizing advances |
|
|
3,282,368 |
|
|
|
3,654,181 |
|
|
|
|
|
|
|
|
Total par value |
|
$ |
46,907,572 |
|
|
$ |
60,244,863 |
|
|
|
|
|
|
|
|
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 December
31, 2009 and 2008, the Bank had putable advances outstanding totaling $4,037,221,000 and
$4,200,521,000, respectively.
The following table summarizes advances at December 31, 2009 and 2008, by the earlier of year
of contractual maturity or next possible put date (in thousands):
|
|
|
|
|
|
|
|
|
Year of Contractual Maturity or Next Put Date |
|
2009 |
|
|
2008 |
|
Overdrawn demand deposit accounts |
|
$ |
181 |
|
|
$ |
99 |
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
|
|
|
|
23,095,889 |
|
2010 |
|
|
17,653,132 |
|
|
|
8,457,034 |
|
2011 |
|
|
7,288,623 |
|
|
|
7,119,881 |
|
2012 |
|
|
8,149,166 |
|
|
|
7,887,393 |
|
2013 |
|
|
8,166,527 |
|
|
|
8,033,791 |
|
2014 |
|
|
1,252,479 |
|
|
|
1,097,144 |
|
Thereafter |
|
|
1,115,096 |
|
|
|
899,451 |
|
Amortizing advances |
|
|
3,282,368 |
|
|
|
3,654,181 |
|
|
|
|
|
|
|
|
Total par value |
|
$ |
46,907,572 |
|
|
$ |
60,244,863 |
|
|
|
|
|
|
|
|
Security Terms. In accordance with federal statutes, including the FHLB Act, the Bank lends
to financial institutions within its district that are involved in housing finance. The FHLB Act
requires the Bank to obtain sufficient collateral on advances to protect against losses. The Bank
makes advances only against eligible collateral. Eligible collateral includes whole first
mortgages on improved residential real property (not more than 90 days delinquent), or securities
representing a whole interest in such mortgages; securities issued, insured, or guaranteed by the
United States Government or any of its agencies, including mortgage-backed and other debt
securities issued or guaranteed by the Federal National Mortgage Association (Fannie Mae), the
Federal Home Loan Mortgage Corporation (Freddie Mac), or the Government National Mortgage
Association (Ginnie Mae); term deposits in the Bank; and other real estate-related collateral
acceptable to the Bank, provided that such collateral has a readily ascertainable value and the
Bank can perfect a security interest in such property. In the case of Community Financial
Institutions (redefined by the HER Act to include all FDIC-insured institutions with average total
assets over the three-year period preceding measurement of less than $1.0 billion, as adjusted
annually for inflation), the Bank may also accept as eligible collateral secured small business,
small farm and small agribusiness loans and securities representing a whole interest in such loans.
Further, the HER Act added secured loans for community development activities as eligible
collateral to support advances to Community Financial Institutions. To ensure the value of
collateral pledged to the Bank is sufficient to secure its advances, the Bank applies various
haircuts, or discounts, to determine the value of the collateral against which borrowers may
borrow. As additional security, the Bank has a statutory lien on each borrowers capital stock in
the Bank. At December 31, 2009 and 2008, the Bank had rights in collateral with an estimated value
greater than outstanding advances.
F-25
Each member/borrower of the Bank executes a security agreement pursuant to which such
member/borrower grants a security interest in favor of the Bank in certain assets of such
member/borrower. The agreements under which a member grants a security interest fall into one of
two general structures. In the first structure, the member
grants a security interest in all of its assets that are included in one of the eligible
collateral categories, as described in the preceding paragraph, which the Bank refers to as a
blanket lien. If a member has an investment grade credit rating from an NRSRO, the member may
request that its blanket lien be modified, such that the member grants in favor of the Bank a
security interest limited to certain of the eligible collateral categories (i.e., whole first
residential mortgages, securities, term deposits in the Bank and other real estate-related
collateral). In the second structure, the member grants a security interest in specifically
identified assets rather than in the broad categories of eligible collateral covered by the blanket
lien and the Bank identifies such members as being on specific collateral only status.
The basis upon which the Bank will lend to a member that has granted the Bank a blanket lien
depends on numerous factors, including, among others, that members financial condition and general
creditworthiness. Generally, and subject to certain limitations, a member that has granted the
Bank a blanket lien may borrow up to a specified percentage of the value of eligible collateral
categories, as determined from such members financial reports filed with its federal regulator,
without specifically identifying each item of collateral or delivering the collateral to the Bank.
Under certain circumstances, including, among others, a deterioration of a members financial
condition or general creditworthiness, the amount a member may borrow is determined on the basis of
only that portion of the collateral subject to the blanket lien that such member delivers to the
Bank. Under these circumstances, the Bank places the member on custody status. In addition,
members on blanket lien status may choose to deliver some or all of the collateral to the Bank.
The members/borrowers that are granted specific collateral only status by the Bank are
generally either insurance companies or members/borrowers with an investment grade credit rating
from an NRSRO that have requested this type of structure. Insurance companies are only permitted
to borrow against the eligible collateral that is delivered to the Bank, and insurance companies
generally only grant a security interest in collateral they have delivered. Members/borrowers with
an investment grade credit rating from an NRSRO may grant a security interest in, and would only be
permitted to borrow against, delivered eligible securities and specifically identified, eligible
first-lien mortgage loans. Such loans must be delivered to the Bank or a third-party custodian
approved by the Bank, or the Bank and such member/borrower must otherwise take actions that ensure
the priority of the Banks security interest in such loans. Investment grade rated
members/borrowers that choose this option are subject to fewer provisions that allow the Bank to
demand additional collateral or exercise other remedies based on the Banks discretion. Further,
the collateral they pledge is generally subject to larger haircuts (depending on the credit rating
of the member/borrower from time to time) than are applied to similar types of collateral pledged
by members under the blanket lien.
The Bank perfects its security interests in borrowers collateral in a number of ways. The
Bank usually perfects its security interest in collateral by filing a Uniform Commercial Code
financing statement against the borrower. In the case of certain borrowers, the Bank perfects its
security interest by taking possession or control of the collateral, which may be in addition to
the filing of a financing statement. In these cases, the Bank also generally takes assignments of
most of the mortgages and deeds of trust that are designated as collateral. Instead of requiring
delivery of the collateral to the Bank, the Bank may allow certain borrowers to deliver specific
collateral to a third-party custodian approved by the Bank or otherwise take actions that ensure
the priority of the Banks security interest in such collateral.
With certain exceptions set forth below, Section 10(e) of the FHLB Act affords any security
interest granted to the Bank by any member/borrower of the Bank, or any affiliate of any such
member/borrower, priority over the claims and rights of any party, including any receiver,
conservator, trustee, or similar party having rights of a lien creditor. However, the Banks
security interest is not entitled to priority over the claims and rights of a party that (i) would
be entitled to priority under otherwise applicable law or (ii) is an actual bona fide purchaser for
value or is a secured party who has a perfected security interest in such collateral in accordance
with applicable law (e.g., a prior perfected security interest under the Uniform Commercial Code or
other applicable law). For example, in a case in which the Bank has perfected its security
interest in collateral by filing a Uniform Commercial Code financing statement against the
borrower, another secured partys security interest in that same collateral that was perfected by
possession may be entitled to priority over the Banks security interest that was perfected by
filing a Uniform Commercial Code financing statement.
F-26
From time to time, the Bank agrees to subordinate its security interest in certain assets or
categories of assets granted by a member/borrower of the Bank to the security interest of another
creditor (typically, a Federal Reserve Bank or another FHLBank). If the Bank agrees to subordinate
its security interest in certain assets or categories of assets granted by a member/borrower of the
Bank to the security interest of another creditor, the Bank will not extend credit against those
assets or categories of assets.
The Bank has never experienced a credit loss on an advance to a member 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.
Credit Concentrations. Due to the composition of its shareholders, the Banks potential
credit risk from advances is concentrated in commercial banks and savings institutions. As of
December 31, 2009 and 2008, the Bank had advances of $24,247,000,000 and $30,263,000,000,
respectively, outstanding to its two largest borrowers, Wells Fargo Bank South Central, National
Association (formerly Wachovia Bank, FSB) and Comerica Bank, which represented 52 percent and 50
percent, respectively, of total advances outstanding at those dates. The income from advances to
these institutions totaled $230,569,000 and $818,241,000, respectively, during the years ended
December 31, 2009 and 2008. During the year ended December 31, 2007, the Bank had no advances
outstanding to Comerica Bank; advances outstanding to Wachovia Bank, FSB were $17,262,000,000 at
December 31, 2007 and income from advances to this institution totaled $784,957,000 during the year
ended December 31, 2007. Advances outstanding to the Banks two largest borrowers as of December
31, 2007 (Wachovia Bank, FSB and Guaranty Bank) totaled $23,005,000,000, which represented 50
percent of total advances outstanding at that date. The income from advances to these two
institutions totaled $1,013,765,000 during the year ended December 31, 2007. On August 21, 2009,
the Office of Thrift Supervision closed Guaranty Bank (Guaranty) and the FDIC was named receiver.
Guaranty was the Banks third largest borrower and shareholder at August 21, 2009, with
$1,958,000,000 of advances outstanding at that date; all of these advances were repaid in August
and September 2009 (as of December 31, 2008, Guarantys outstanding advances totaled
$2,157,000,000).
Interest Rate Payment Terms. The following table provides interest rate payment terms for
advances at December 31, 2009 and 2008 (in thousands, based upon par amount):
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
Fixed-rate |
|
$ |
22,316,659 |
|
|
$ |
29,449,463 |
|
Variable-rate |
|
|
24,590,913 |
|
|
|
30,795,400 |
|
|
|
|
|
|
|
|
Total par value |
|
$ |
46,907,572 |
|
|
$ |
60,244,863 |
|
|
|
|
|
|
|
|
Prepayment Fees. When a member prepays an advance, the Bank could suffer lower future income
if the principal portion of the prepaid advance is reinvested in lower-yielding assets that
continue to be funded by higher-cost debt. To protect against this risk, the Bank generally charges
a prepayment fee that makes it financially indifferent to a borrowers decision to prepay an
advance. As discussed in Note 1, the Bank records prepayment fees received from members/borrowers
on prepaid advances net of any associated hedging adjustments on those advances. Gross advance
prepayment fees received from members/borrowers during the years ended December 31, 2009, 2008 and
2007 were $34,362,000, $30,473,000 and $3,326,000, respectively. During the years ended December
31, 2009, 2008 and 2007, the Bank deferred $1,184,000, $88,000 and $1,013,000 of these gross
advance prepayment fees.
Note 8Mortgage Loans Held for Portfolio
Mortgage loans held for portfolio represent held-for-investment loans acquired through the MPF
Program (see Note 1). The following table presents information as of December 31, 2009 and 2008
for mortgage loans held for portfolio (in thousands):
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
Fixed-rate medium-term* single-family mortgages |
|
$ |
63,737 |
|
|
$ |
80,988 |
|
Fixed-rate long-term single-family mortgages |
|
|
194,273 |
|
|
|
243,856 |
|
Premiums |
|
|
2,227 |
|
|
|
2,983 |
|
Discounts |
|
|
(380 |
) |
|
|
(507 |
) |
|
|
|
|
|
|
|
Total mortgage loans held for portfolio |
|
$ |
259,857 |
|
|
$ |
327,320 |
|
|
|
|
|
|
|
|
|
|
|
* |
|
Medium-term is defined as an original term of 15 years or less. |
F-27
The par value of mortgage loans held for portfolio at December 31, 2009 and 2008 was
comprised of government-guaranteed/insured loans totaling $118,977,000 and $146,284,000,
respectively, and conventional loans totaling $139,033,000 and $178,560,000, respectively.
The allowance for credit losses on mortgage loans held for portfolio was as follows (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
Balance, beginning of year |
|
$ |
261 |
|
|
$ |
263 |
|
|
$ |
267 |
|
Chargeoffs |
|
|
(21 |
) |
|
|
(2 |
) |
|
|
(4 |
) |
|
|
|
|
|
|
|
|
|
|
Balance, end of year |
|
$ |
240 |
|
|
$ |
261 |
|
|
$ |
263 |
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2009 and 2008, the Bank had nonaccrual loans totaling $1,115,000 and $370,000,
respectively. At December 31, 2009 and 2008, the Banks other assets included $80,000 and
$86,000, 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. The Bank did not have any impaired loans at
December 31, 2009 or 2008.
Note 9Deposits
The Bank offers demand and overnight deposits for members and qualifying non-members. In
addition, the Bank offers short-term interest-bearing deposit programs to members and qualifying
non-members. Interest-bearing deposits classified as demand and overnight pay interest based on a
daily interest rate. Term deposits pay interest based on a fixed rate that is determined on the
issuance date of the deposit. The weighted average interest rates paid on average
outstanding deposits were 0.10 percent, 1.97 percent and 4.94 percent during 2009, 2008 and 2007,
respectively. For additional information regarding other interest-bearing deposits, see Note 13.
The following table details interest-bearing and non-interest bearing deposits as of December
31, 2009 and 2008 (in thousands).
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
Interest-bearing |
|
|
|
|
|
|
|
|
Demand and overnight |
|
$ |
1,306,066 |
|
|
$ |
1,238,722 |
|
Term |
|
|
156,488 |
|
|
|
186,269 |
|
Non-interest bearing (other) |
|
|
37 |
|
|
|
75 |
|
|
|
|
|
|
|
|
Total deposits |
|
$ |
1,462,591 |
|
|
$ |
1,425,066 |
|
|
|
|
|
|
|
|
The aggregate amount of time deposits with a denomination of $100,000 or more was $155,897,000
and $185,995,000 as of December 31, 2009 and 2008, respectively.
Note 10Consolidated Obligations
Consolidated obligations are the joint and several obligations of the FHLBanks and consist of
consolidated obligation bonds and discount notes. Consolidated obligations are backed only by the
financial resources of the 12 FHLBanks. Consolidated obligations are not obligations of, nor are
they guaranteed by, the United States Government. The FHLBanks issue consolidated obligations
through the Office of Finance as their agent. In connection with each debt issuance, one or more
of the FHLBanks specifies the amount of debt it wants issued on its behalf; the Bank receives the
proceeds only of the debt issued on its behalf and is the primary obligor only for the portion of
bonds and discount notes for which it has received the proceeds. The Bank records on its balance
sheet only that portion of the consolidated obligations for which it is the primary obligor. The
Finance Agency and the U.S. Secretary of the Treasury have oversight over the issuance of FHLBank
debt through the Office of Finance. 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 17.
F-28
The par amounts of the 12 FHLBanks outstanding consolidated obligations, including
consolidated obligations held as investments by other FHLBanks, were approximately $931 billion and
$1.252 trillion at December 31, 2009 and 2008, respectively. The Bank was the primary obligor on
$59.9 billion and $72.9 billion (at par value), respectively, of these consolidated obligations.
Regulations require each of the FHLBanks to maintain unpledged qualifying assets equal to its
participation in the consolidated obligations outstanding. Qualifying assets are defined as cash;
secured advances; assets with an assessment or rating at least equivalent to the current assessment
or rating of the consolidated obligations; obligations of or fully guaranteed by the United States;
obligations, participations, mortgages, or other instruments of or issued by Fannie Mae or Ginnie
Mae; mortgages, obligations or other securities which are or have ever been sold by Freddie Mac
under the FHLB Act; and such securities as fiduciary and trust funds may invest in under the laws
of the state in which the FHLBank is located. Any assets subject to a lien or pledge for the
benefit of holders of any issue of consolidated obligations are treated as if they were free from
lien or pledge for purposes of compliance with these regulations.
General Terms. Consolidated obligation bonds are issued with either fixed-rate coupon payment
terms or variable-rate coupon payment terms that use a variety of indices for interest rate resets
such as LIBOR or the federal funds rate. To meet the specific needs of certain investors in
consolidated obligations, both fixed-rate bonds and variable-rate bonds may contain complex coupon
payment terms and call options. When such consolidated obligations are issued, the Bank generally
enters into interest rate exchange agreements containing offsetting features that effectively
convert the terms of the bond to those of a simple variable-rate bond or a fixed-rate bond.
The consolidated obligation bonds typically issued by the Bank, beyond having fixed-rate or
simple variable-rate coupon payment terms, may also have the following broad terms regarding either
principal repayment or coupon payment terms:
|
|
Optional principal redemption bonds (callable bonds) that the Bank may redeem in whole or
in part at its discretion on predetermined call dates according to the terms of the bond
offerings; |
|
|
Capped floating rate bonds pay interest at variable rates subject to an interest rate
ceiling; |
|
|
Step-up bonds pay interest at increasing fixed rates for specified intervals over the life
of the bond. These bonds generally contain provisions that enable the Bank to call the bonds at
its option on predetermined call dates; |
|
|
Step-down bonds pay interest at decreasing fixed rates for specified intervals over the
life of the bond. These bonds generally contain provisions that enable the Bank to call the
bonds at its option on predetermined call dates; |
|
|
Step-up/step-down bonds pay interest at increasing fixed rates and then at decreasing fixed
rates for specified intervals over the life of the bond. These bonds generally contain
provisions that enable the Bank to call the bonds at its option on predetermined call dates; and |
|
|
Conversion bonds have coupons that convert from fixed to floating, or floating to fixed, on
predetermined dates. |
Interest Rate Payment Terms. The following table summarizes the Banks consolidated
obligation bonds outstanding by interest rate payment terms at December 31, 2009 and 2008 (in
thousands, at par value).
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
Fixed-rate |
|
$ |
26,648,455 |
|
|
$ |
42,821,181 |
|
Simple variable-rate |
|
|
20,560,000 |
|
|
|
13,093,000 |
|
Step-up |
|
|
3,473,000 |
|
|
|
77,635 |
|
Variable that converts to fixed |
|
|
365,000 |
|
|
|
|
|
Step-down |
|
|
125,000 |
|
|
|
15,000 |
|
|
|
|
|
|
|
|
Total par value |
|
$ |
51,171,455 |
|
|
$ |
56,006,816 |
|
|
|
|
|
|
|
|
F-29
Redemption Terms. The following is a summary of the Banks consolidated obligation bonds
outstanding at December 31, 2009 and 2008, by year of contractual maturity (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
Interest |
|
|
|
|
|
|
Interest |
|
Year of Contractual Maturity |
|
Amount |
|
|
Rate |
|
|
Amount |
|
|
Rate |
|
2009 |
|
$ |
|
|
|
|
|
% |
|
$ |
37,685,991 |
|
|
|
2.88 |
% |
2010 |
|
|
30,951,315 |
|
|
|
1.18 |
|
|
|
9,783,835 |
|
|
|
3.56 |
|
2011 |
|
|
9,163,685 |
|
|
|
1.52 |
|
|
|
2,238,685 |
|
|
|
4.18 |
|
2012 |
|
|
5,569,440 |
|
|
|
2.40 |
|
|
|
1,688,940 |
|
|
|
4.71 |
|
2013 |
|
|
1,085,000 |
|
|
|
3.39 |
|
|
|
944,015 |
|
|
|
4.39 |
|
2014 |
|
|
1,191,440 |
|
|
|
3.39 |
|
|
|
287,440 |
|
|
|
7.41 |
|
Thereafter |
|
|
3,210,575 |
|
|
|
4.04 |
|
|
|
3,377,910 |
|
|
|
5.36 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total par value |
|
|
51,171,455 |
|
|
|
1.65 |
|
|
|
56,006,816 |
|
|
|
3.31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Premiums |
|
|
85,618 |
|
|
|
|
|
|
|
55,546 |
|
|
|
|
|
Discounts |
|
|
(15,451 |
) |
|
|
|
|
|
|
(19,352 |
) |
|
|
|
|
Hedging adjustments |
|
|
274,234 |
|
|
|
|
|
|
|
570,585 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
51,515,856 |
|
|
|
|
|
|
$ |
56,613,595 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2009 and 2008, the Banks consolidated obligation bonds outstanding included
the following (in thousands, at par value):
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
Non-callable bonds |
|
$ |
44,056,715 |
|
|
$ |
44,704,926 |
|
Callable bonds |
|
|
7,114,740 |
|
|
|
11,301,890 |
|
|
|
|
|
|
|
|
Total par value |
|
$ |
51,171,455 |
|
|
$ |
56,006,816 |
|
|
|
|
|
|
|
|
The following table summarizes the Banks consolidated obligation bonds outstanding at
December 31, 2009 and 2008, by the earlier of year of contractual maturity or next possible call
date (in thousands, at par value):
|
|
|
|
|
|
|
|
|
Year of Contractual Maturity or Next Call Date |
|
2009 |
|
|
2008 |
|
2009 |
|
$ |
|
|
|
$ |
43,907,096 |
|
2010 |
|
|
35,970,315 |
|
|
|
7,201,835 |
|
2011 |
|
|
8,743,005 |
|
|
|
1,766,005 |
|
2012 |
|
|
4,358,440 |
|
|
|
1,267,440 |
|
2013 |
|
|
890,000 |
|
|
|
645,000 |
|
2014 |
|
|
216,440 |
|
|
|
217,440 |
|
Thereafter |
|
|
993,255 |
|
|
|
1,002,000 |
|
|
|
|
|
|
|
|
Total par value |
|
$ |
51,171,455 |
|
|
$ |
56,006,816 |
|
|
|
|
|
|
|
|
Consolidated Obligation Discount Notes. Consolidated obligation discount notes are issued to
raise short-term funds. Discount notes are consolidated obligations with original maturities up to
one year. These notes are issued at a price that is less than their face amount and are redeemed at
par value when they mature. At December 31, 2009 and 2008, the Banks consolidated obligation
discount notes, all of which are due within one year, were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
Average Implied |
|
|
Book Value |
|
Par Value |
|
Interest Rate |
December 31, 2009
|
|
$ |
8,762,028 |
|
|
$ |
8,764,942 |
|
|
|
0.27 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2008
|
|
$ |
16,745,420 |
|
|
$ |
16,923,982 |
|
|
|
2.65 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
F-30
Note 11Affordable Housing Program
Section 10(j) of the FHLB Act requires each FHLBank to establish an AHP. Each FHLBank
provides subsidies in the form of direct grants and/or below market interest rate advances to
members who use the funds to assist with the purchase, construction, or rehabilitation of housing
for very low-, low-, and moderate-income households. Historically, the Bank has provided subsidies
under its AHP in the form of direct grants. Annually, each FHLBank must set aside for the AHP 10
percent of its current years income before charges for AHP (as adjusted for interest expense on
mandatorily redeemable capital stock), but after the assessment for REFCORP, subject to a
collective minimum contribution for all 12 FHLBanks of $100 million. The exclusion of interest
expense on mandatorily redeemable capital stock is required pursuant to a Finance Agency regulatory
interpretation. If the result of the aggregate 10 percent calculation is less than $100 million
for all 12 FHLBanks, then the FHLB Act requires the shortfall to be allocated among the FHLBanks
based on the ratio of each FHLBanks income before AHP and REFCORP to the sum of the income before
AHP and REFCORP of all 12 FHLBanks provided, however, that each FHLBanks required annual AHP
contribution is limited to its annual net earnings. There was no shortfall during the years ended
December 31, 2009, 2008 or 2007. If a FHLBank determines that its required contributions are
contributing to its financial instability, it may apply to the Finance Agency for a temporary
suspension of its AHP contributions. No FHLBank applied for a suspension of its AHP contributions
in 2009, 2008 or 2007.
Generally, the Banks AHP assessment is derived by adding interest expense on mandatorily
redeemable capital stock (see Note 14) to reported income before assessments and then subtracting
the REFCORP assessment; the result of this calculation is then multiplied by 10 percent. The
calculation of the REFCORP assessment is described in Note 12. The Bank charges the amount set
aside for AHP to income and recognizes it as a liability. The Bank relieves the AHP liability as
members receive grants. If the Bank experiences a loss during a calendar quarter but still has
income for the calendar year, the Banks obligation to the AHP is based upon its year-to-date
income. In years where the Banks income before AHP and REFCORP (as adjusted for interest expense
on mandatorily redeemable capital stock) is zero or less, the amount of the AHP assessment is
typically equal to zero, and the Bank would not typically be entitled to a credit that could be
used to reduce required contributions in future years.
At December 31, 2009 and 2008, the Bank had no outstanding AHP-related advances.
The following table summarizes the changes in the Banks AHP liability during the years ended
December 31, 2009, 2008 and 2007 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
Balance, beginning of year |
|
$ |
43,067 |
|
|
$ |
47,440 |
|
|
$ |
43,458 |
|
AHP assessment |
|
|
16,461 |
|
|
|
8,949 |
|
|
|
15,012 |
|
Grants funded, net of recaptured amounts |
|
|
(15,814 |
) |
|
|
(13,322 |
) |
|
|
(11,030 |
) |
|
|
|
|
|
|
|
|
|
|
Balance, end of year |
|
$ |
43,714 |
|
|
$ |
43,067 |
|
|
$ |
47,440 |
|
|
|
|
|
|
|
|
|
|
|
Note 12 REFCORP
Each FHLBank is required to pay 20 percent of its reported earnings (after the AHP assessment)
to REFCORP. The AHP and REFCORP assessments are calculated simultaneously because of their
dependence on one another. To compute the REFCORP assessment, which is paid quarterly in arrears,
the Banks AHP assessment (described in Note 11) is subtracted from reported income before
assessments and the result is multiplied by 20 percent.
The FHLBanks will continue to be obligated to pay these amounts to REFCORP until the aggregate
amounts actually paid by all 12 FHLBanks are equivalent to a $300 million annual annuity (or a
scheduled payment of $75 million per calendar quarter) whose final maturity date is April 15, 2030,
at which point the required payment of each FHLBank to REFCORP will be fully satisfied. The
cumulative amount to be paid to REFCORP by the Bank is not determinable at this time because it
depends on the future earnings of each of the FHLBanks and interest rates. If the Bank experiences
a loss during a calendar quarter but still has income for the calendar year, the Banks obligation
to REFCORP is calculated based upon its year-to-date income. The Bank is entitled to a refund of
amounts paid for the full year that were in excess of its calculated annual obligation or,
alternatively, a credit against future REFCORP assessments. If the Bank experiences a loss for a
full year, the Bank would have no obligation to
REFCORP for that year nor would it typically be entitled to a credit that could be carried
forward to reduce assessments payable in future years.
F-31
Based on its calculated annual obligation for the year ended December 31, 2008, the Bank was
due $16,881,000 as of December 31, 2008. This amount was credited against amounts due for the
Banks 2009 REFCORP assessments.
The Finance Agency is required to extend the term of the FHLBanks obligation to REFCORP for
each calendar quarter in which there is a deficit quarterly payment. A deficit quarterly payment
is the amount by which the actual quarterly payment falls short of $75 million.
The FHLBanks aggregate payments for periods through December 31, 2009 exceeded the scheduled
payments, effectively accelerating payment of the REFCORP obligation and shortening its remaining
term to the first quarter of 2012. The FHLBanks aggregate payments for periods through December
31, 2009 have satisfied $2 million of the $75 million scheduled payment for the first quarter of
2012 and all scheduled payments thereafter. This date assumes that the FHLBanks will pay exactly
$300 million annually after December 31, 2009 until the annuity is satisfied.
The benchmark payments, or portions thereof, could be reinstated if the actual REFCORP
payments of all of the FHLBanks fall short of $75 million in one or more future calendar quarters.
The maturity date of the REFCORP obligation may be extended beyond April 15, 2030 if such extension
is necessary to ensure that the value of the aggregate amounts paid by the FHLBanks exactly equals
a $300 million annual annuity. Any payments beyond April 15, 2030 would be paid to the U.S.
Department of the Treasury.
Note 13Derivatives 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, 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 uses interest rate exchange agreements in two ways: either by designating the
agreement as a fair value hedge of a specific financial instrument or firm commitment or by
designating the agreement as a hedge of some defined risk in the course of its balance sheet
management (referred to as an economic hedge). For example, the Bank uses interest rate exchange
agreements in its overall interest rate risk management activities to adjust the interest rate
sensitivity of consolidated obligations to approximate more closely the interest rate sensitivity
of its assets (both advances and investments), and/or to adjust the interest rate sensitivity of
advances or investments to approximate more closely the interest rate sensitivity of its
liabilities. In addition to using interest rate exchange agreements to manage mismatches between
the coupon features of its assets and liabilities, the Bank also uses interest rate exchange
agreements to manage embedded options in assets and liabilities, to preserve the market value of
existing assets and liabilities, to hedge the duration risk of prepayable instruments, to offset
interest rate exchange agreements entered into with members (the Bank serves as an intermediary in
these transactions), and to reduce funding costs.
The Bank, consistent with Finance Agency regulations, enters into interest rate exchange
agreements only to reduce potential market risk exposures inherent in otherwise unhedged assets and
liabilities or to act as an intermediary between its members and the Banks derivative
counterparties. The Bank is not a derivatives dealer and it does not trade derivatives for
short-term profit.
At inception, the Bank formally documents the relationships between derivatives designated as
hedging instruments and their hedged items, its risk management objectives and strategies for
undertaking the hedge transactions, and its method for assessing the effectiveness of the hedging
relationships. This process includes linking all derivatives that are designated as fair value
hedges to: (1) specific assets and liabilities on the statement of condition or (2) firm
commitments. The Bank also formally assesses (both at the inception of the hedging relationship and
on a monthly basis thereafter) whether the derivatives that are used in hedging transactions have
been effective in offsetting changes in the fair value of hedged items and whether those
derivatives may be expected
to remain effective in future periods. The Bank uses regression analyses to assess the
effectiveness of its hedges.
Investments The Bank has invested in agency and non-agency mortgage-backed securities. The
interest rate and prepayment risk associated with these investment securities is managed through
consolidated obligations and/or derivatives. The Bank may manage prepayment and duration risk
presented by some investment securities with either callable or non-callable consolidated
obligations or interest rate exchange agreements, including caps and interest rate swaps.
F-32
A substantial portion of the Banks held-to-maturity securities are variable-rate
mortgage-backed securities that include caps that would limit the variable-rate coupons if
short-term interest rates rise dramatically. To hedge a portion of the potential cap risk embedded
in these securities, the Bank enters into interest rate cap agreements. These derivatives are
treated as economic hedges.
Advances The Bank issues both fixed-rate and variable-rate advances. When appropriate, the
Bank uses interest rate exchange agreements to adjust the interest rate sensitivity of its
fixed-rate advances to more closely approximate the interest rate sensitivity of its liabilities.
With issuances of putable advances, the Bank purchases from the member a put option that enables
the Bank to terminate a fixed-rate advance on specified future dates. This embedded option is
clearly and closely related to the host advance contract. The Bank typically hedges a putable
advance by entering into a cancelable interest rate exchange agreement where the Bank pays a fixed
coupon and receives a variable coupon, and sells an option to cancel the swap to the swap
counterparty. This type of hedge is treated as a fair value hedge. The swap counterparty can cancel
the interest rate exchange agreement on the call date and the Bank can cancel the putable advance
and offer, subject to certain conditions, replacement funding at prevailing market rates.
A small portion of the Banks 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.
Consolidated Obligations While consolidated obligations are the joint and several
obligations of the FHLBanks, each FHLBank is the primary obligor for the consolidated obligations
it has issued or assumed from another FHLBank. The Bank generally enters into derivative contracts
to hedge the interest rate risk associated with its specific debt issuances.
To manage the interest rate risk of certain of its consolidated obligations, the Bank will
match the cash outflow on a consolidated obligation with the cash inflow of an interest rate
exchange agreement. With issuances of fixed-rate consolidated obligation bonds, the Bank typically
enters into a matching interest rate exchange agreement in which the counterparty pays fixed cash
flows to the Bank that are designed to mirror in timing and amount the cash outflows the Bank pays
on the consolidated obligation. In this transaction, the Bank pays a variable cash flow that
closely matches the interest payments it receives on short-term or variable-rate assets, typically
one-month or three-month LIBOR. Such transactions are treated as fair value hedges. On occasion,
the Bank may enter into fixed-for-floating interest rate exchange agreements to hedge the interest
rate risk associated with certain of its consolidated obligation discount notes. The derivatives
associated with the Banks 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 widening 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 Banks approved derivative
counterparties. All interest rate exchange agreements related to the Banks intermediary
activities with its members are accounted for as economic hedges.
F-33
Impact of Derivatives and Hedging Activities. The following table summarizes the notional
balances and estimated fair values of the Banks outstanding derivatives at December 31, 2009 and
2008 (in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2009 |
|
|
December 31, 2008 |
|
|
|
Notional |
|
|
Estimated Fair Value |
|
|
Notional |
|
|
Estimated Fair Value |
|
|
|
Amount of |
|
|
Derivative |
|
|
Derivative |
|
|
Amount of |
|
|
Derivative |
|
|
Derivative |
|
|
|
Derivatives |
|
|
Assets |
|
|
Liabilities |
|
|
Derivatives |
|
|
Assets |
|
|
Liabilities |
|
Derivatives designated as hedging instruments under
ASC 815 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advances |
|
$ |
10,877,414 |
|
|
$ |
35,442 |
|
|
$ |
481,486 |
|
|
$ |
10,987,290 |
|
|
$ |
3,230 |
|
|
$ |
674,604 |
|
Available-for-sale securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39,429 |
|
|
|
|
|
|
|
712 |
|
Consolidated obligation bonds |
|
|
27,613,970 |
|
|
|
487,664 |
|
|
|
17,743 |
|
|
|
37,890,131 |
|
|
|
766,152 |
|
|
|
4,707 |
|
Interest rate caps related to advances |
|
|
76,000 |
|
|
|
69 |
|
|
|
|
|
|
|
136,000 |
|
|
|
107 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total derivatives designated as hedging
instruments under ASC 815 |
|
|
38,567,384 |
|
|
|
523,175 |
|
|
|
499,229 |
|
|
|
49,052,850 |
|
|
|
769,489 |
|
|
|
680,023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives not designated as hedging instruments under ASC 815 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advances |
|
|
5,000 |
|
|
|
|
|
|
|
103 |
|
|
|
5,000 |
|
|
|
|
|
|
|
40 |
|
Consolidated obligation bonds |
|
|
8,195,000 |
|
|
|
16,611 |
|
|
|
129 |
|
|
|
110,000 |
|
|
|
14 |
|
|
|
|
|
Consolidated obligation discount notes |
|
|
6,413,343 |
|
|
|
12,766 |
|
|
|
|
|
|
|
5,270,426 |
|
|
|
31,117 |
|
|
|
|
|
Basis swaps |
|
|
9,700,000 |
|
|
|
22,868 |
|
|
|
1,290 |
|
|
|
12,200,000 |
|
|
|
45,659 |
|
|
|
|
|
Intermediary transactions |
|
|
24,200 |
|
|
|
474 |
|
|
|
428 |
|
|
|
7,000 |
|
|
|
17 |
|
|
|
1 |
|
Interest rate caps related to advances |
|
|
10,000 |
|
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate caps related to held-to-maturity securities |
|
|
3,750,000 |
|
|
|
51,147 |
|
|
|
|
|
|
|
3,500,000 |
|
|
|
3,275 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total derivatives not designated as hedging
instruments under ASC 815 |
|
|
28,097,543 |
|
|
|
103,872 |
|
|
|
1,950 |
|
|
|
21,092,426 |
|
|
|
80,082 |
|
|
|
41 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total derivatives before netting and collateral
adjustments |
|
$ |
66,664,927 |
|
|
|
627,047 |
|
|
|
501,179 |
|
|
$ |
70,145,276 |
|
|
|
849,571 |
|
|
|
680,064 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash collateral and related accrued interest |
|
|
|
|
|
|
(204,748 |
) |
|
|
(143,378 |
) |
|
|
|
|
|
|
(334,911 |
) |
|
|
(240,215 |
) |
Netting adjustments |
|
|
|
|
|
|
(357,315 |
) |
|
|
(357,315 |
) |
|
|
|
|
|
|
(437,523 |
) |
|
|
(437,523 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total collateral and netting adjustments (1) |
|
|
|
|
|
|
(562,063 |
) |
|
|
(500,693 |
) |
|
|
|
|
|
|
(772,434 |
) |
|
|
(677,738 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net derivative balances reported in statements of
condition |
|
|
|
|
|
$ |
64,984 |
|
|
$ |
486 |
|
|
|
|
|
|
$ |
77,137 |
|
|
$ |
2,326 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Amounts represent the effect of legally enforceable master netting agreements between the Bank and its derivative counterparties that allow the Bank to offset positive and negative positions as well as the cash collateral held or placed with those same counterparties. |
F-34
The following table presents the components of net gains (losses) on derivatives and
hedging activities as presented in the statements of income for the years ended December 31, 2009,
2008 and 2007 (in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain (Loss) Recognized in Earnings |
|
|
|
for the Year Ended December 31, |
|
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
Derivatives and hedged items in ASC 815 fair value hedging
hedging relationships |
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps |
|
$ |
59,329 |
|
|
$ |
(46,791 |
) |
|
$ |
4,966 |
|
Interest rate caps |
|
|
(30 |
) |
|
|
(1,437 |
) |
|
|
(3,397 |
) |
|
|
|
|
|
|
|
|
|
|
Total net gain related to fair value hedge ineffectiveness |
|
|
59,299 |
|
|
|
(48,228 |
) |
|
|
1,569 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives not designated as hedging instruments under
ASC 815 |
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income on interest rate swaps |
|
|
107,564 |
|
|
|
4,956 |
|
|
|
(443 |
) |
Interest rate swaps |
|
|
|
|
|
|
|
|
|
|
|
|
Advances |
|
|
(36 |
) |
|
|
321 |
|
|
|
(1 |
) |
Available-for-sale securities |
|
|
|
|
|
|
1,037 |
|
|
|
(116 |
) |
Consolidated obligation bonds |
|
|
10,337 |
|
|
|
(926 |
) |
|
|
533 |
|
Consolidated obligation discount notes |
|
|
(7,395 |
) |
|
|
9,216 |
|
|
|
|
|
Basis swaps |
|
|
8,994 |
|
|
|
42,530 |
|
|
|
|
|
Intermediary transactions |
|
|
30 |
|
|
|
16 |
|
|
|
|
|
Interest rate caps |
|
|
|
|
|
|
|
|
|
|
|
|
Held-to-maturity securities |
|
|
14,316 |
|
|
|
(2,243 |
) |
|
|
(1,509 |
) |
|
|
|
|
|
|
|
|
|
|
Total net gain related to derivatives not designated as
hedging instruments under ASC 815 |
|
|
133,810 |
|
|
|
54,907 |
|
|
|
(1,536 |
) |
|
|
|
|
|
|
|
|
|
|
Net gains on derivatives and hedging activities reported
in the statements of income |
|
$ |
193,109 |
|
|
$ |
6,679 |
|
|
$ |
33 |
|
|
|
|
|
|
|
|
|
|
|
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 Banks net interest income for the year ended December 31, 2009 (in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative |
|
|
|
Gain (Loss) |
|
|
Gain (Loss) |
|
|
Net Fair Value |
|
|
Net Interest |
|
|
|
on |
|
|
on Hedged |
|
|
Hedge |
|
|
Income |
|
Hedged Item |
|
Derivatives |
|
|
Items |
|
|
Ineffectiveness (1) |
|
|
(Expense) (2) |
|
Advances |
|
$ |
308,440 |
|
|
$ |
(311,501 |
) |
|
$ |
(3,061 |
) |
|
$ |
(298,220 |
) |
Available-for-sale securities |
|
|
503 |
|
|
|
(605 |
) |
|
|
(102 |
) |
|
|
(325 |
) |
Consolidated obligation bonds |
|
|
(226,990 |
) |
|
|
289,452 |
|
|
|
62,462 |
|
|
|
460,139 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
81,953 |
|
|
$ |
(22,654 |
) |
|
$ |
59,299 |
|
|
$ |
161,594 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Reported as net gains (losses) on derivatives and hedging activities in the statement of income. |
|
(2) |
|
The net interest income (expense) associated with derivatives in fair value hedging relationships is reported in the statement of
income in the interest income/expense line item for the indicated hedged item. |
Credit Risk. 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 derivatives 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 Banks 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.
F-35
The notional amount of its interest rate exchange agreements does not measure the Banks
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 counterpartys obligations to the Bank (i.e., derivative
assets). Maximum credit risk, as defined above, does not consider the existence of any collateral
held or remitted by the Bank.
At December 31, 2009 and 2008, the Banks maximum credit risk, as defined above, was
approximately $223,871,000 and $404,925,000, respectively. These totals consist of $85,031,000 and
$250,222,000, respectively, of net accrued interest receivable and $138,840,000 and $154,703,000,
respectively, of other fair value amounts. The Bank held as collateral cash balances of
$204,724,000 and $334,868,000 as of December 31, 2009 and 2008, respectively. In early January
2010 and early January 2009, additional cash collateral of $17,591,000 and $68,497,000,
respectively, was delivered to the Bank pursuant to counterparty credit arrangements. The cash
collateral held is reported in derivative assets/liabilities in the statements of condition.
The Bank transacts most of its interest rate exchange agreements with large banks. Some of
these banks (or their affiliates) buy, sell, and distribute consolidated obligations. Assets
pledged by the Bank to its derivative counterparties are further described in Note 17.
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
members 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 December 31, 2009 and 2008, the net market value of the Banks
derivatives with its members totaled ($432,000) and $4,000, respectively.
The Bank has an agreement with one of its derivative counterparties that contains provisions
that may require the Bank to deliver collateral to the counterparty if there is a deterioration in
the Banks long-term credit rating to AA+ or below by S&P or Aa1 or below by Moodys and the Bank
loses its status as a government-sponsored enterprise. If this were to occur, the counterparty to
the agreement would be entitled to collateral equal to its exposure to the extent such exposure
exceeded $1,000,000. However, the Bank would not be required to deliver collateral unless the
amount to be delivered is at least $500,000. The derivative instruments subject to this agreement
were in a net asset position for the Bank on December 31, 2009.
Note 14Capital
Under the Gramm-Leach-Bliley Act of 1999 (the GLB Act) and the Finance Agencys capital
regulations, each FHLBank may issue Class A stock or Class B stock, or both, to its members. The
Banks capital plan provides that it will issue only Class B capital stock. The Class B stock has
a par value of $100 per share and is purchased, redeemed, repurchased and, with the prior approval
of the Bank, transferred only at its par value. As required by statute and regulation, members may
request the Bank to redeem excess Class B stock, or withdraw from membership and request the Bank
to redeem all outstanding capital stock, with five years written notice to the Bank. The
regulations also allow the Bank, in its sole discretion, to repurchase members excess stock at any
time without regard for the five-year notification period as long as the Bank continues to meet its
regulatory capital requirements following any stock repurchases, as described below.
Shareholders are required to maintain an investment in Class B stock equal to the sum of a
membership
investment requirement and an activity-based investment requirement. Currently, the
membership investment requirement is 0.06 percent of each members total assets as of the previous
calendar year-end, subject to a minimum of $1,000 and a maximum of $25,000,000. The activity-based
investment requirement is currently 4.10 percent of outstanding advances, plus 4.10 percent of the
outstanding principal balance of any MPF loans that were delivered pursuant to master commitments
executed after September 2, 2003 and retained on the Banks balance sheet (of which there were
none).
Members and institutions that acquire members must comply with the activity-based investment
requirements for as long as the relevant advances or MPF loans remain outstanding. The Banks
Board of Directors has the authority to adjust these requirements periodically within ranges
established in the capital plan, as amended from time to time, to ensure that the Bank remains
adequately capitalized. Effective April 16, 2007, the membership investment requirement was
reduced from 0.08 percent to 0.06 percent of each members total assets.
F-36
Excess stock is defined as the amount of stock held by a member (or former member) in excess
of that institutions minimum investment requirement (i.e., the amount of stock held in excess of
its activity-based investment requirement and, in the case of a member, its membership investment
requirement). At any time, shareholders may request the Bank to repurchase excess capital stock.
Although the Bank is not obligated to repurchase excess stock prior to the expiration of a
five-year redemption or withdrawal notification period, it will typically endeavor to honor such
requests within a reasonable period of time (generally not exceeding 30 days) so long as the Bank
will continue to meet its regulatory capital requirements following the repurchase.
The Banks Member Products and Credit Policy provides that the Bank may periodically
repurchase a portion of members excess capital stock. 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 repurchase that occurred on January 31, 2007, surplus stock
was defined as stock in excess of 110 percent of the members minimum investment requirement. For
the quarterly repurchases that occurred between April 30, 2007 and October 31, 2008, surplus stock
was defined as stock in excess of 105 percent of the members minimum investment requirement.
Surplus stock was defined as stock in excess of 120 percent of the members minimum investment
requirement for the repurchases that occurred between January 30, 2009 and January 29, 2010. The
Banks practice has been that a members surplus stock will not be repurchased if the amount of
that members surplus stock is $250,000 or less or if, subject to certain exceptions, the member is
on restricted collateral status. During the years ended December 31, 2009, 2008 and 2007, the Bank
repurchased surplus stock totaling $513,286,000, $807,882,000 and $683,993,000, respectively.
During the years ended December 31, 2009, 2008 and 2007, $7,602,000, $53,277,000 and $11,491,000 of
the repurchased surplus stock was classified as mandatorily redeemable capital stock at the time of
repurchase. On January 29, 2010, the Bank repurchased surplus stock totaling $106,560,000, none of
which was classified as mandatorily redeemable capital stock at that date. From time to time, the
Bank may further modify the definition of surplus stock or the timing and/or frequency of surplus
stock repurchases.
The following table presents total excess stock and surplus stock at December 31, 2009 and
2008 (in thousands). For this purpose, surplus stock is computed using the definition that applied
on January 29, 2010 and January 30, 2009.
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
Excess stock |
|
|
|
|
|
|
|
|
Capital stock |
|
$ |
287,208 |
|
|
$ |
490,007 |
|
Mandatorily redeemable capital stock |
|
|
4,990 |
|
|
|
60,190 |
|
|
|
|
|
|
|
|
Total |
|
$ |
292,198 |
|
|
$ |
550,197 |
|
|
|
|
|
|
|
|
Surplus stock |
|
|
|
|
|
|
|
|
Capital stock |
|
$ |
135,504 |
|
|
$ |
218,635 |
|
Mandatorily redeemable capital stock |
|
|
4,618 |
|
|
|
58,901 |
|
|
|
|
|
|
|
|
Total |
|
$ |
140,122 |
|
|
$ |
277,536 |
|
|
|
|
|
|
|
|
Under the Finance Agencys regulations, the Bank is subject to three capital
requirements. First, the Bank must maintain at all times permanent capital (defined under the
Finance Agencys rules and regulations as retained earnings and all Class B stock regardless of its
classification 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,
calculated in accordance with the rules and regulations of the Finance Agency. The Finance Agency
may require the Bank to maintain a greater amount of permanent capital than is required by the
risk-based capital requirements as defined. Second, the Bank must, at all times, maintain total
capital in an amount at least equal to 4.0 percent of its total assets (capital-to-assets ratio).
For the Bank, total capital is defined by Finance Agency rules and regulations as the Banks
permanent capital and the amount of any general allowance for losses (i.e., those reserves that are
not held against specific assets). Finally, 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 Banks 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 December 31, 2009 or 2008. Under the regulatory
definitions, total capital and permanent capital exclude accumulated other comprehensive income
(loss). Additionally, mandatorily redeemable capital stock is considered capital (i.e., Class B
stock) for purposes of determining the Banks compliance with its regulatory capital requirements.
F-37
At all times during the three years ended December 31, 2009, the Bank was in compliance with
the aforementioned capital requirements. The following table summarizes the Banks compliance with
the Finance Agencys capital requirements as of December 31, 2009 and 2008 (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2009 |
|
|
December 31, 2008 |
|
|
|
Required |
|
|
Actual |
|
|
Required |
|
|
Actual |
|
Regulatory capital requirements: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk-based capital |
|
$ |
507,287 |
|
|
$ |
2,897,162 |
|
|
$ |
930,061 |
|
|
$ |
3,530,208 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capital |
|
$ |
2,603,683 |
|
|
$ |
2,897,162 |
|
|
$ |
3,157,316 |
|
|
$ |
3,530,208 |
|
Total capital-to-assets ratio |
|
|
4.00 |
% |
|
|
4.45 |
% |
|
|
4.00 |
% |
|
|
4.47 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Leverage capital |
|
$ |
3,254,604 |
|
|
$ |
4,345,743 |
|
|
$ |
3,946,645 |
|
|
$ |
5,295,312 |
|
Leverage capital-to-assets ratio |
|
|
5.00 |
% |
|
|
6.68 |
% |
|
|
5.00 |
% |
|
|
6.71 |
% |
On August 4, 2009, the Finance Agency adopted a final rule establishing capital
classifications and critical capital levels for the FHLBanks. The rule defines critical capital
levels for the FHLBanks and establishes criteria for each of the following capital classifications
identified in the HER Act: adequately capitalized, undercapitalized, significantly undercapitalized
and critically undercapitalized. An adequately capitalized FHLBank meets all existing risk-based
and minimum capital requirements. An undercapitalized FHLBank does not meet one or more of its
risk-based or minimum capital requirements, but nonetheless has total capital equal to or greater
than 75 percent of all capital requirements. A significantly undercapitalized FHLBank does not
have total capital equal to or greater than 75 percent of all capital requirements, but the FHLBank
does have total capital greater than 2 percent of its total assets. A critically undercapitalized
FHLBank has total capital that is less than or equal to 2 percent of its total assets.
In addition to restrictions on capital distributions by a FHLBank that does not meet all of
its risk-based and minimum capital requirements, a FHLBank that is classified as undercapitalized,
significantly undercapitalized or critically undercapitalized is required to take certain actions,
such as submitting a capital restoration plan to the Director of the Finance Agency for approval.
Additionally, with respect to a FHLBank that is less than adequately capitalized, the Director of
the Finance Agency may take other actions that he or she determines will help ensure the safe and
sound operation of the FHLBank and its compliance with its risk-based and minimum capital
requirements in a reasonable period of time.
The GLB Act made membership voluntary for all members. Members that withdraw from membership
may not be readmitted to membership in any FHLBank for at least five years following the date that
their membership was terminated and all of their shares of stock were redeemed or repurchased.
The Banks Board of Directors may declare and pay dividends in either cash or capital stock
only from previously retained earnings or current earnings. The Banks Board of Directors may not
declare or pay a dividend if the Bank is not in compliance with its minimum capital requirements or
if the Bank would fail to meet its
minimum capital requirements after paying such dividend. In addition, the Banks Board of
Directors may not declare or pay a dividend based on projected or anticipated earnings; further,
the Bank may not declare or pay any dividends in the form of capital stock if its excess stock is
greater than 1 percent of its total assets or if, after the issuance of such shares, the Banks
outstanding excess stock would be greater than 1 percent of its total assets.
Mandatorily Redeemable Capital Stock. As discussed in Note 1, the Banks capital stock is
classified as equity (capital) for financial reporting purposes until either a written redemption
or withdrawal notice is received from a member or a membership withdrawal or termination is
otherwise initiated, at which time the capital stock is generally reclassified to liabilities. The
Finance Agency has confirmed that the accounting classification of certain shares of its capital
stock as liabilities does not affect the definition of capital for purposes of determining the
Banks compliance with its regulatory capital requirements.
At December 31, 2009, the Bank had $9,165,000 in outstanding capital stock subject to
mandatory redemption held by 24 institutions. As of December 31, 2008, the Bank had $90,353,000 in
outstanding capital stock subject to mandatory redemption held by 18 institutions. These amounts
are classified as liabilities in the statements of condition. During the years ended December 31,
2009, 2008 and 2007, dividends on mandatorily redeemable capital stock in the amount of $84,000,
$1,199,000 and $5,328,000, respectively, were recorded as interest expense in the statements of
income.
F-38
The Bank is not required to redeem or repurchase activity-based stock until the later of the
expiration of a notice of redemption or withdrawal or the date the activity no longer remains
outstanding. If activity-based stock becomes excess stock as a result of reduced activity, the
Bank, in its discretion and subject to certain regulatory restrictions, may repurchase excess stock
prior to the expiration of the notice of redemption or withdrawal. The Bank will generally
repurchase such excess stock as long as it expects to continue to meet its minimum capital
requirements following the repurchase.
The following table summarizes the Banks mandatorily redeemable capital stock at December 31,
2009 by year of earliest mandatory redemption (in thousands). The earliest mandatory redemption
reflects the earliest time at which the Bank is required to redeem the shareholders capital stock,
and is based on the assumption that the activities associated with the activity-based stock have
concluded by the time the notice of redemption or withdrawal expires.
|
|
|
|
|
2010 |
|
$ |
1,358 |
|
2011 |
|
|
162 |
|
2012 |
|
|
2,990 |
|
2013 |
|
|
1,053 |
|
2014 |
|
|
3,602 |
|
|
|
|
|
|
Total |
|
$ |
9,165 |
|
|
|
|
|
|
|
The following table summarizes the Banks mandatorily redeemable capital stock activity during
2009, 2008 and 2007 (in thousands). |
|
|
|
|
|
Balance, January 1, 2007 |
|
$ |
159,567 |
|
|
|
|
|
|
Capital stock that became subject to mandatory redemption during the year |
|
|
67,890 |
|
Mandatorily redeemable capital stock reclassified to equity during the year |
|
|
(178 |
) |
Redemption of mandatorily redeemable capital stock |
|
|
(152,623 |
) |
Stock dividends classified as mandatorily redeemable |
|
|
7,845 |
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2007 |
|
|
82,501 |
|
|
|
|
|
|
Capital stock that became subject to mandatory redemption during the year |
|
|
72,511 |
|
Redemption of mandatorily redeemable capital stock |
|
|
(67,254 |
) |
Stock dividends classified as mandatorily redeemable |
|
|
2,595 |
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2008 |
|
|
90,353 |
|
|
|
|
|
|
Capital stock that became subject to mandatory redemption during the year |
|
|
106,804 |
|
Redemption of mandatorily redeemable capital stock |
|
|
(188,347 |
) |
Mandatorily redeemable stock issued during the year |
|
|
73 |
|
Stock dividends classified as mandatorily redeemable |
|
|
282 |
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2009 |
|
$ |
9,165 |
|
|
|
|
|
A member may cancel a previously submitted redemption or withdrawal notice by providing a
written cancellation notice to the Bank prior to the expiration of the five-year
redemption/withdrawal notice period. A member that cancels a stock redemption or withdrawal notice
more than 30 days after it is received by the Bank and prior to its expiration is subject to a
cancellation fee equal to a percentage of the par value of the capital stock subject to the
cancellation notice.
F-39
The following table provides the number of institutions that held mandatorily redeemable stock
and the number that submitted a withdrawal notice or otherwise initiated a termination of their
membership and the number of terminations completed during 2009, 2008 and 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
Number of institutions, beginning of year |
|
|
18 |
|
|
|
16 |
|
|
|
14 |
|
Due to mergers and acquisitions |
|
|
1 |
|
|
|
1 |
|
|
|
3 |
|
Due to withdrawals |
|
|
3 |
|
|
|
1 |
|
|
|
|
|
Due to termination of membership by the Bank* |
|
|
6 |
|
|
|
2 |
|
|
|
|
|
Mandatorily redeemable capital stock
reclassified to equity |
|
|
|
|
|
|
|
|
|
|
(1 |
) |
Terminations completed during the year |
|
|
(4 |
) |
|
|
(2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of institutions, end of year |
|
|
24 |
|
|
|
18 |
|
|
|
16 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
The Bank terminated the memberships of institutions that were closed by their primary regulator. |
The Bank did not receive any stock redemption notices in 2009, 2008 or 2007.
Limitations on Redemption or Repurchase of Capital Stock. The GLB Act imposes the following
restrictions on the redemption or repurchase of the Banks capital stock.
|
|
|
In no event may the Bank redeem or repurchase capital stock if the Bank is not in
compliance with its minimum capital requirements or if the redemption or repurchase would
cause the Bank to be out of compliance with its minimum capital requirements, or if the
redemption or repurchase would cause the member to be out of compliance with its minimum
investment requirement. In addition, the Banks Board of Directors may suspend redemption
of capital stock if the Bank reasonably believes that continued redemption of capital stock
would cause the Bank to fail to meet its minimum capital requirements in the future, would
prevent the Bank from maintaining adequate capital against a potential risk that may not be
adequately reflected in its minimum capital requirements, or would otherwise prevent the
Bank from operating in a safe and sound manner. |
|
|
|
|
In no event may the Bank redeem or repurchase capital stock without the prior written
approval of the Finance Agency if the Finance Agency or the Banks Board of Directors has
determined that the Bank has incurred, or is likely to incur, losses that result in, or are
likely to result in, charges against the capital of the Bank. For this purpose, charges
against the capital of the Bank means an other than temporary decline in the Banks total
equity that causes the value of total equity to fall below the Banks aggregate capital
stock amount. Such a determination may be made by the Finance Agency or the Board of
Directors even if the Bank is in compliance with its minimum capital requirements. |
|
|
|
|
The Bank may not repurchase any capital stock without the written consent of the Finance
Agency during any period in which the Bank has suspended redemptions of capital stock. The
Bank is required to notify the Finance Agency if it suspends redemptions of capital stock
and set forth its plan for addressing the conditions that led to the suspension. The
Finance Agency may require the Bank to reinstate redemptions of capital stock. |
|
|
|
|
In no event may the Bank redeem or repurchase shares of capital stock if the principal
and interest due on any consolidated obligations issued through the Office of Finance have
not been paid in full or, under certain circumstances, if the Bank becomes a non-complying
FHLBank under Finance Agency regulations as a result of its inability to comply with
regulatory liquidity requirements or to satisfy its current obligations. |
|
|
|
|
If at any time the Bank determines that the total amount of capital stock subject to
outstanding stock redemption or withdrawal notices with expiration dates within the
following 12 months exceeds the amount of capital stock the Bank could redeem and still
comply with its minimum capital requirements, the Bank
will determine whether to suspend redemption and repurchase activities altogether, to
fulfill requests for redemption sequentially in the order in which they were received, to
fulfill the requests on a pro rata basis, or to take other action deemed appropriate by the
Bank. |
F-40
Note 15Employee Retirement Plans
The Bank participates in the Pentegra Defined Benefit Plan for Financial Institutions
(Pentegra Defined Benefit Plan), a tax-qualified defined benefit pension plan. The Pentegra
Defined Benefit Plan covers substantially all officers and employees of the Bank who were hired
prior to January 1, 2007, and any new employee of the Bank who was hired on or after January 1,
2007, provided that the employee had prior service with a financial services institution that
participated in the Pentegra Defined Benefit Plan, during which service the employee was covered by
such plan. Funding and administrative costs of the Pentegra Defined Benefit Plan charged to
compensation and benefits expense during the years ended December 31, 2009, 2008 and 2007 were
$10,050,000, $4,097,000 and $3,937,000, respectively. In 2009, the Bank made a $7,500,000
supplemental contribution to improve the funded status of the plan in response to the provisions of
the Pension Protection Act. The Pentegra Defined Benefit Plan is a multiemployer plan in which
assets contributed by one participating employer may be used to provide benefits to employees of
other participating employers since assets contributed by an employer are not segregated in a
separate account or restricted to provide benefits only to employees of that employer. As a result,
disclosure of the accumulated benefit obligations, plan assets, and the components of annual
pension expense attributable to the Bank are not made.
The Bank also participates in the Pentegra Defined Contribution Plan for Financial
Institutions (Pentegra Defined Contribution Plan), a tax-qualified defined contribution plan. The
Banks contributions to the Pentegra Defined Contribution Plan are equal to a percentage of
voluntary employee contributions, subject to certain limitations. During the years ended December
31, 2009, 2008 and 2007, the Bank contributed $877,000, $735,000 and $626,000, respectively, to the
Pentegra Defined Contribution Plan.
Additionally, the Bank maintains a non-qualified deferred compensation plan that is available
to some employees, which is, in substance, an unfunded supplemental retirement plan. The plans
liability consists of the accumulated compensation deferrals, accrued earnings on those deferrals
and matching Bank contributions corresponding to the contribution percentages applicable to the
defined contribution plan. The Banks minimum obligation under this plan was $1,118,000 and
$1,544,000 at December 31, 2009 and 2008, respectively. Compensation and benefits expense includes
accrued earnings (losses) on deferred employee compensation and Bank contributions totaling
$188,000, ($111,000), and $111,000 for the years ended December 31, 2009, 2008 and 2007,
respectively.
The Bank also maintains a non-qualified deferred compensation plan that is available to all of
its directors. The plans liability consists of the accumulated compensation deferrals
(representing directors fees) and accrued earnings (losses) on those deferrals. At December 31,
2009 and 2008, the Banks minimum obligation under this plan was $796,000 and $621,000,
respectively.
The Bank maintains a Special Non-Qualified Deferred Compensation Plan (the Plan), a defined
contribution plan that was established primarily to provide supplemental retirement benefits to the
Banks executive officers. Each participants benefit under the Plan consists of contributions
made by the Bank on the participants behalf, plus an allocation of the investment gains or losses
on the assets used to fund the Plan. Contributions to the Plan are determined solely at the
discretion of the Banks Board of Directors; the Bank has no obligation to make future
contributions to the Plan. The Banks accrued liability under this plan was $2,080,000 and
$1,204,000 at December 31, 2009 and 2008, respectively. During the years ended December 31, 2009,
2008 and 2007, the Bank contributed $560,000, $518,000 and $285,000, respectively, to the Plan.
The Bank sponsors a retirement benefits program that includes health care and life insurance
benefits for eligible retirees. The health care portion of the program is contributory while the
life insurance benefits, which are available to retirees with at least 20 years of service, are
offered on a noncontributory basis. Prior to January 1, 2005, retirees were eligible to remain
enrolled in the Banks health care benefits plan if age 50 or older with at least 10 years of
service at the time of retirement. In December 2004, the Bank modified the eligibility
requirements relating to retiree health care continuation benefits. Effective January 1, 2005,
retirees are eligible to remain enrolled in the Banks health care benefits plan if age 55 or older
with at least 15 years of service at the time of retirement. Employees who were age 50 or older
with 10 years of service and those who had 20 years of service as of December 31, 2004 were not
subject to the revised eligibility requirements. Additionally, current retiree benefits were
unaffected by these modifications. In October 2005, the Bank modified the participant contribution
requirements relating to its retirement benefits program. Effective December 31, 2005, retirees
who are age 55 or older with at least 15 years of service at the time of retirement can remain
enrolled in the Banks health care benefits program by paying 100% of the expected plan cost.
Previously, participant contributions were subsidized by the Bank; this subsidy was based upon the
Banks COBRA premium rate and the employees age and length of service with the
F-41
Bank. Current retirees, employees who were hired prior to January 1, 1991 and those who, as
of December 31, 2004, had at least 20 years of service or were age 50 or older with 10 years of
service are not subject to these revised contribution requirements prior to age 65. Under the
revised plan, at age 65, all plan participants are required to pay 100% of the expected plan cost.
The Bank does not have any plan assets set aside for the retiree benefits program.
The Bank uses a December 31 measurement date for its retirement benefits program. A
reconciliation of the accumulated postretirement benefit obligation (APBO) and funding status of
the benefits program for the years ended December 31, 2009 and 2008 is as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
2009 |
|
|
2008 |
|
Change in APBO |
|
|
|
|
|
|
|
|
APBO at beginning of year |
|
$ |
2,544 |
|
|
$ |
2,296 |
|
Service cost |
|
|
13 |
|
|
|
21 |
|
Interest cost |
|
|
155 |
|
|
|
157 |
|
Actuarial (gain) loss |
|
|
(428 |
) |
|
|
161 |
|
Participant contributions |
|
|
172 |
|
|
|
165 |
|
Benefits paid |
|
|
(383 |
) |
|
|
(256 |
) |
|
|
|
|
|
|
|
APBO at end of year |
|
|
2,073 |
|
|
|
2,544 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in plan assets |
|
|
|
|
|
|
|
|
Fair value of plan assets at beginning of year |
|
|
|
|
|
|
|
|
Bank contributions |
|
|
211 |
|
|
|
91 |
|
Participant contributions |
|
|
172 |
|
|
|
165 |
|
Benefits paid |
|
|
(383 |
) |
|
|
(256 |
) |
|
|
|
|
|
|
|
Fair value of plan assets at end of year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funded status recognized in other
liabilities at end of year |
|
$ |
(2,073 |
) |
|
$ |
(2,544 |
) |
|
|
|
|
|
|
|
Amounts recognized in accumulated other comprehensive income at December 31, 2009 and
2008 consist of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2009 |
|
|
2008 |
|
Net actuarial loss (gain) |
|
$ |
(467 |
) |
|
$ |
(39 |
) |
Prior service cost (credit) |
|
|
(152 |
) |
|
|
(187 |
) |
|
|
|
|
|
|
|
|
|
$ |
(619 |
) |
|
$ |
(226 |
) |
|
|
|
|
|
|
|
The amounts in accumulated other comprehensive income include $35,000 of prior service credit
and $24,000 of net actuarial gains that are expected to be recognized as components of net periodic
benefit cost in 2010.
The actuarial assumptions used in the measurement of the Banks benefit obligation included a
gross health care cost trend rate of 9.0 percent for 2010. For 2009, 2008 and 2007, gross health
care cost trend rates of 11.0 percent, 11.0 percent and 13.0 percent, respectively, were used. The
health care cost trend rate is assumed to decline by 0.3 percent per year to a final rate of 5.0
percent in 2023 and thereafter. To compute the APBO at December 31, 2009 and 2008, weighted
average discount rates of 5.72 percent and 5.87 percent were used. Weighted average discount rates
of 5.87 percent, 6.48 percent and 6.00 percent were used to compute the net periodic benefit cost
for 2009, 2008 and 2007, respectively.
F-42
Components of net periodic benefit cost for the years ended December 31, 2009, 2008 and 2007
were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
Service cost |
|
$ |
13 |
|
|
$ |
21 |
|
|
$ |
26 |
|
Interest cost |
|
|
155 |
|
|
|
157 |
|
|
|
166 |
|
Amortization of prior service cost (credit) |
|
|
(35 |
) |
|
|
(35 |
) |
|
|
(35 |
) |
Amortization of net loss (gain) |
|
|
|
|
|
|
30 |
|
|
|
(4 |
) |
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost |
|
$ |
133 |
|
|
$ |
173 |
|
|
$ |
153 |
|
|
|
|
|
|
|
|
|
|
|
Under GAAP, the Bank is required to recognize the overfunded or underfunded status of its
retirement benefits program as an asset or liability in its statement of condition and to recognize
changes in that funded status in the year in which the changes occur through other comprehensive
income. Changes in benefit obligations recognized in other comprehensive income during the years
ended December 31, 2009, 2008 and 2007 were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
Amortization of prior service credit included in
net periodic benefit cost |
|
$ |
(35 |
) |
|
$ |
(35 |
) |
|
$ |
(35 |
) |
Actuarial gain (loss) |
|
|
428 |
|
|
|
(161 |
) |
|
|
(88 |
) |
Amortization of net actuarial loss (gain) included
in net periodic benefit cost |
|
|
|
|
|
|
30 |
|
|
|
(4 |
) |
|
|
|
|
|
|
|
|
|
|
Total changes in benefit obligations recognized
in other comprehensive income |
|
$ |
393 |
|
|
$ |
(166 |
) |
|
$ |
(127 |
) |
|
|
|
|
|
|
|
|
|
|
A 1 percent increase in the health care cost trend rate would have increased the APBO at
December 31, 2009 by $274,000 and the aggregate of the service and interest cost components of the
net periodic benefit cost for the year ended December 31, 2009 by $23,000. Alternatively, a 1
percent decrease in the health care trend rate would have reduced the APBO at December 31, 2009 by
$222,000 and the aggregate of the service and interest cost components of the net periodic benefit
cost for the year ended December 31, 2009 by $19,000.
The following net postretirement benefit payments, which reflect expected future service, as
appropriate, are expected to be paid (in thousands):
|
|
|
|
|
|
|
Expected Benefit |
|
|
|
Payments, Net of |
|
Year Ended December 31, |
|
Participant Contributions |
|
2010 |
|
$ |
150 |
|
2011 |
|
|
160 |
|
2012 |
|
|
155 |
|
2013 |
|
|
120 |
|
2014 |
|
|
139 |
|
2015-2019 |
|
|
713 |
|
|
|
|
|
|
|
$ |
1,437 |
|
|
|
|
|
Note 16Estimated 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
F-43
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. The fair values of the Banks trading securities were determined using Level 1 inputs.
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 2 inputs were used to determine the estimated fair values of the Banks
derivative contracts and investment securities classified as available-for-sale.
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 Banks assets that are carried at fair value are measured using Level 3
inputs. Other than its derivative contracts (which were measured using Level 2 inputs), the Bank
does not carry any of its liabilities at fair value.
The following estimated fair value amounts have been determined by the Bank using available
market information and the Banks best judgment of appropriate valuation methods. These estimates
are based on pertinent information available to the Bank as of December 31, 2009 and 2008.
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 Banks 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 Banks financial instruments
are described below.
Cash and due from banks. The estimated fair value equals the carrying value.
Interest-bearing deposit assets. Interest-bearing deposit assets earn interest at floating
market rates; therefore, the estimated fair value of the deposits approximates their carrying
value.
Federal funds sold. All federal funds sold represent overnight balances. Accordingly, the
estimated fair value approximates the carrying value.
Trading securities. The Bank obtains quoted prices for identical securities.
Available-for-sale securities. The Bank estimated the fair values of its available-for-sale
securities using either a pricing model or dealer estimates. For those mortgage-backed securities
for which a pricing model was used, the interest rate swap curve was used as the discount curve in
the calculations; additional inputs (e.g., implied swaption volatility, estimated prepayment speeds
and credit spreads) were also used in the fair value determinations. The Bank compared these fair
values to non-binding dealer estimates to ensure that its fair values were reasonable. For the
one available-for-sale security (a government-sponsored enterprise MBS) for which the Bank relied
upon a dealer estimate as of December 31, 2008, the estimate was analyzed for reasonableness using
a pricing model and market inputs.
Held-to-maturity securities. Prior to September 30, 2009, the Bank obtained non-binding fair
value estimates from various dealers for its mortgage-backed securities classified as
held-to-maturity (for each MBS, one dealer estimate was received). These dealer estimates were
reviewed for reasonableness using the Banks pricing model and/or by comparing the dealer estimates
to pricing service quotations or dealer estimates for similar securities. Effective September 30,
2009, the Bank changed its method for estimating the fair values of mortgage-backed securities. The
Banks new valuation technique incorporates prices from up to four designated third-party pricing
F-44
vendors when available. A price is established for each MBS using a formula that is based
upon the number of prices received (i.e., 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). The computed prices are tested for reasonableness using specified
tolerance thresholds. Prices within the established thresholds are generally accepted unless
strong evidence exists 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, are subject to further analysis including
comparison to the prices for similar securities and/or to non-binding dealer estimates. As of
December 31, 2009, four vendor prices were received for substantially all of the Banks MBS
holdings. This change in valuation technique did not have a significant impact on the estimated
fair values of the Banks mortgage-backed securities as of September 30, 2009. The Bank estimates
the fair values of debentures using a pricing model.
Advances. The Bank determines the estimated fair value of advances by calculating the present
value of expected future cash flows from the advances and reducing this amount for accrued interest
receivable. The discount rates used in these calculations are the replacement advance rates for
advances with similar terms.
Mortgage loans held for portfolio. The Bank estimates the fair values of mortgage loans held
for portfolio based on observed market prices for agency mortgage-backed securities. Individual
mortgage loans are pooled based on certain criteria such as loan type, weighted average coupon,
weighted average maturity, and origination year and matched to reference securities with a similar
collateral composition to derive benchmark pricing. The prices for agency mortgage-backed
securities used as a benchmark are subject to certain market conditions including, but not limited
to, the markets 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 Banks interest rate swap and forward rate 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, implied swaption volatility). As the provisions of the
Banks master netting and collateral exchange agreements with its derivative counterparties
significantly reduce the risk from nonperformance (see Note 13), 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 Banks interest rate basis swaps, fair values are obtained from dealers; 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 Banks interest rate caps, fair values are obtained from dealers. 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 Banks 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 Banks master swap and credit support agreements. If these
netted amounts are positive, they are classified as an asset and, if negative, as a liability.
Deposit liabilities. The Bank determines the estimated fair values of its deposit liabilities
with fixed rates and more than three months to maturity by calculating the present value of
expected future cash flows from the deposits and reducing this amount for accrued interest payable.
The discount rates used in these calculations are based on replacement funding rates for
liabilities with similar terms. The estimated fair value approximates the carrying value for
deposits with floating rates and fixed rates with three months or less to their maturity or
repricing date.
Consolidated obligations. The Bank estimates the fair values of consolidated obligations by
calculating the present value of expected future cash flows using discount rates that are based on
replacement funding rates for liabilities with similar terms and reducing this amount for accrued
interest payable.
F-45
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 Banks
capital stock cannot, by statute or implementing regulation, be purchased, redeemed, repurchased or
transferred at any amount other than its par value.
Commitments. The estimated fair value of the Banks commitments to extend credit, including
advances and letters of credit, was not material at December 31, 2009 or 2008.
The carrying values and estimated fair values of the Banks financial instruments at December
31, 2009 and 2008, were as follows (in thousands):
FAIR VALUE SUMMARY TABLE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2009 |
|
|
December 31, 2008 |
|
|
|
Carrying |
|
|
Estimated |
|
|
Carrying |
|
|
Estimated |
|
Financial Instruments |
|
Value |
|
|
Fair Value |
|
|
Value |
|
|
Fair Value |
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and due from banks |
|
$ |
3,908,242 |
|
|
$ |
3,908,242 |
|
|
$ |
20,765 |
|
|
$ |
20,765 |
|
Interest-bearing deposits |
|
|
233 |
|
|
|
233 |
|
|
|
3,683,609 |
|
|
|
3,683,609 |
|
Federal funds sold |
|
|
2,063,000 |
|
|
|
2,063,000 |
|
|
|
1,872,000 |
|
|
|
1,872,000 |
|
Trading securities |
|
|
4,034 |
|
|
|
4,034 |
|
|
|
3,370 |
|
|
|
3,370 |
|
Available-for-sale securities |
|
|
|
|
|
|
|
|
|
|
127,532 |
|
|
|
127,532 |
|
Held-to-maturity securities |
|
|
11,424,552 |
|
|
|
11,381,786 |
|
|
|
11,701,504 |
|
|
|
11,169,862 |
|
Advances |
|
|
47,262,574 |
|
|
|
47,279,403 |
|
|
|
60,919,883 |
|
|
|
60,362,576 |
|
Mortgage loans held for portfolio, net |
|
|
259,617 |
|
|
|
274,044 |
|
|
|
327,059 |
|
|
|
328,064 |
|
Accrued interest receivable |
|
|
60,890 |
|
|
|
60,890 |
|
|
|
145,284 |
|
|
|
145,284 |
|
Derivative assets |
|
|
64,984 |
|
|
|
64,984 |
|
|
|
77,137 |
|
|
|
77,137 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits |
|
|
1,462,591 |
|
|
|
1,462,589 |
|
|
|
1,425,066 |
|
|
|
1,425,274 |
|
Consolidated obligations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount notes |
|
|
8,762,028 |
|
|
|
8,763,983 |
|
|
|
16,745,420 |
|
|
|
16,897,389 |
|
Bonds |
|
|
51,515,856 |
|
|
|
51,684,542 |
|
|
|
56,613,595 |
|
|
|
56,946,934 |
|
Mandatorily redeemable capital stock |
|
|
9,165 |
|
|
|
9,165 |
|
|
|
90,353 |
|
|
|
90,353 |
|
Accrued interest payable |
|
|
179,248 |
|
|
|
179,248 |
|
|
|
514,086 |
|
|
|
514,086 |
|
Derivative liabilities |
|
|
486 |
|
|
|
486 |
|
|
|
2,326 |
|
|
|
2,326 |
|
The following table summarizes the Banks assets and liabilities that are measured at fair
value on a recurring basis as of December 31, 2009 by their level within the fair value hierarchy
(in thousands). Financial assets and liabilities are classified in their entirety based on the
lowest level input that is significant to the fair value measurement.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Netting |
|
|
|
|
|
|
Level
1 |
|
|
Level 2 |
|
|
Level
3 |
|
|
Adjustment(1) |
|
|
Total |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trading securities |
|
$ |
4,034 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
4,034 |
|
Derivative assets |
|
|
|
|
|
|
627,047 |
|
|
|
|
|
|
|
(562,063 |
) |
|
|
64,984 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets at fair value |
|
$ |
4,034 |
|
|
$ |
627,047 |
|
|
$ |
|
|
|
$ |
(562,063 |
) |
|
$ |
69,018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative liabilities |
|
$ |
|
|
|
$ |
501,179 |
|
|
$ |
|
|
|
$ |
(500,693 |
) |
|
$ |
486 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities at fair value |
|
$ |
|
|
|
$ |
501,179 |
|
|
$ |
|
|
|
$ |
(500,693 |
) |
|
$ |
486 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Amounts represent the 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. |
F-46
During the year ended December 31, 2009, the Bank recorded other-than-temporary impairments on
seven of its non-agency RMBS classified as held-to-maturity (see Note 6). Based on the reduced
level of market activity for non-agency RMBS, all of the nonrecurring fair value measurements for
these impaired securities fell within Level 3 of the fair value hierarchy.
The following table summarizes the Banks assets and liabilities that are measured at fair
value on a recurring basis as of December 31, 2008 by their level within the fair value hierarchy
(in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Netting |
|
|
|
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Adjustment(1) |
|
|
Total |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trading securities |
|
$ |
3,370 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
3,370 |
|
Available-for-sale securities |
|
|
|
|
|
|
127,532 |
|
|
|
|
|
|
|
|
|
|
|
127,532 |
|
Derivative assets |
|
|
|
|
|
|
849,571 |
|
|
|
|
|
|
|
(772,434 |
) |
|
|
77,137 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets at fair value |
|
$ |
3,370 |
|
|
$ |
977,103 |
|
|
$ |
|
|
|
$ |
(772,434 |
) |
|
$ |
208,039 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative liabilities |
|
$ |
|
|
|
$ |
680,064 |
|
|
$ |
|
|
|
$ |
(677,738 |
) |
|
$ |
2,326 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities at fair value |
|
$ |
|
|
|
$ |
680,064 |
|
|
$ |
|
|
|
$ |
(677,738 |
) |
|
$ |
2,326 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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. |
Note 17Commitments and Contingencies
Joint and several liability. As described in Note 10, 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. 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 FHLBanks participation in all consolidated obligations
outstanding, or on any other basis that the Finance Agency may determine. No FHLBank has ever
failed to make any payment on a consolidated obligation for which it was the primary obligor; as a
result, the regulatory provisions for directing other FHLBanks to make payments on behalf of
another FHLBank or allocating the liability among other FHLBanks have never been invoked.
The joint and several obligations are mandated by Finance Agency regulations and are not the
result of arms-length transactions among the FHLBanks. As described above, the FHLBanks have no
control over the amount of the guaranty or the determination of how each FHLBank would perform
under the joint and several liability. As the Finance Agency controls the allocation of the joint
and several liability for the FHLBanks consolidated obligations, the Banks joint and several
obligation was excluded from the initial recognition and measurement provisions of ASC 460
Guarantees. At December 31, 2009 and 2008, the par amounts of the other 11 FHLBanks outstanding
consolidated obligations totaled $871 billion and $1.179 trillion, respectively.
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.
On September 9, 2008, the Bank and each of the other 11 FHLBanks entered into separate but
identical Lending Agreements (the Agreements) with the United States Department of the Treasury
(the Treasury) in connection with the Treasurys establishment of a Government Sponsored
Enterprise Credit Facility (GSECF). The GSECF was authorized by the HER Act and was designed to
serve as a contingent source of liquidity for the housing
F-47
government-sponsored enterprises, including each of the FHLBanks. The Agreements terminated
on December 31, 2009 and no FHLBank ever borrowed under the GSECF.
The Agreements set forth the terms under which a FHLBank could borrow from and pledge
collateral to the Treasury. Loans under the Agreements, had there been any, were to be secured by
collateral acceptable to the Treasury, which consisted of FHLBank advances to members that were
collateralized in accordance with regulatory standards and mortgage-backed securities issued by
Fannie Mae or Freddie Mac. Each FHLBank granted a security interest to the Treasury only in
collateral that was identified on a listing of collateral, identified on the books or records of a
Federal Reserve Bank as pledged by the FHLBank to the Treasury, or in the possession or control of
the Treasury. On a weekly basis, regardless of whether there had been any borrowings under the
Agreements, the FHLBanks were required to submit to the Federal Reserve Bank of New York, acting as
fiscal agent for the Treasury, a schedule listing the collateral pledged to the Treasury. Each
week, the FHLBanks were required to pledge collateral in an amount at least equal to the par value
of consolidated obligation bonds and discount notes maturing in the next 15 days. In the case of
advances collateral, a 13 percent haircut was applied to the outstanding principal balance of the
assets in determining the amount that had to be pledged to the Treasury. As of December 31, 2009,
the Bank had pledged advances with an outstanding principal balance of $4,899,500,000 to the
Treasury. At that same date, the Bank had not pledged any mortgage-backed securities to the
Treasury. The pledge on the advances was released on January 4, 2010.
Other commitments and contingencies. At December 31, 2009 and 2008, the Bank had commitments
to make additional advances totaling approximately $37,996,000 and $81,435,000, respectively.
Commitments for advances are generally for periods up to 12 months.
The Bank issues standby letters of credit for a fee on behalf of its members. Standby letters
of credit serve as performance guarantees. If the Bank is required to make payment for a
beneficiarys draw on the letter of credit, the amount funded is converted into a collateralized
advance to the member. Letters of credit are fully collateralized in the same manner as advances
(see Note 7). Outstanding standby letters of credit totaled $4,648,413,000 and $5,174,019,000 at
December 31, 2009 and 2008, respectively. At December 31, 2009, outstanding letters of credit had
original terms of up to 7 years with a final expiration in 2014. Unearned fees on standby letters
of credit are recorded in other liabilities and totaled $3,504,000 and $2,740,000 at December 31,
2009 and 2008, respectively. Based on managements credit analyses and collateral requirements,
the Bank does not deem it necessary to have any provision for credit losses on these letters of
credit.
At December 31, 2009, the Bank had commitments to issue $295,000,000 of consolidated
obligation bonds, all of which were hedged with associated interest rate swaps. The Bank had no
commitments to issue consolidated obligations at December 31, 2008.
The Bank executes interest rate exchange agreements with major banks with which it has
bilateral collateral exchange agreements. As of December 31, 2009 and 2008, the Bank had pledged
cash collateral of $143,364,000 and $240,192,000, 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.
During the years ended December 31, 2009, 2008 and 2007, the Bank charged to operating
expenses net rental costs of approximately $422,000, $432,000, and $437,000, respectively. Future
minimum rentals at December 31, 2009, were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
Year |
|
Premises |
|
|
Equipment |
|
|
Total |
|
2010 |
|
$ |
258 |
|
|
$ |
78 |
|
|
$ |
336 |
|
2011 |
|
|
253 |
|
|
|
27 |
|
|
|
280 |
|
2012 |
|
|
262 |
|
|
|
11 |
|
|
|
273 |
|
2013 |
|
|
51 |
|
|
|
|
|
|
|
51 |
|
2014 |
|
|
26 |
|
|
|
|
|
|
|
26 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
850 |
|
|
$ |
116 |
|
|
$ |
966 |
|
|
|
|
|
|
|
|
|
|
|
Lease agreements for Bank premises generally provide for increases in the base rentals
resulting from increases in property taxes and maintenance expenses. Such increases are not
expected to have a material effect on the Bank.
F-48
The Bank has entered into certain lease agreements to rent space to outside parties in its
building. Future minimum rentals under these operating leases at December 31, 2009 were as follows
(in thousands):
|
|
|
|
|
Year |
|
|
|
|
2010 |
|
$ |
1,116 |
|
2011 |
|
|
638 |
|
2012 |
|
|
630 |
|
2013 |
|
|
644 |
|
2014 |
|
|
5 |
|
|
|
|
|
Total |
|
$ |
3,033 |
|
|
|
|
|
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.
For a discussion of other commitments and contingencies, see Notes 11, 12, 13 and 15.
Note 18 Transactions with Shareholders
As a cooperative, the Banks capital stock is owned by its members, former members that retain
the stock as provided in the Banks capital plan or by non-member institutions that have acquired
members and must retain the stock to support advances or other activities with the Bank. No
shareholder owns more than 10% of the voting interests of the Bank due to statutory limits on
members voting rights. Members are entitled to vote only for directors. Currently, 10 of the
Banks directors are member directors. By law, member directors must be officers or directors of
a member of the Bank.
Substantially all of the Banks advances are made to its shareholders (while eligible to
borrow from the Bank, housing associates are not required or allowed to hold capital stock). In
addition, the majority of its mortgage loans held for portfolio were either funded by the Bank
through, or purchased from, certain of its shareholders. The Bank maintains demand deposit
accounts for shareholders primarily as an investment alternative for their excess cash and to
facilitate settlement activities that are directly related to advances. As an additional service
to members, the Bank also offers term deposit accounts. Further, the Bank offers interest rate
swaps, caps and floors to its members. Periodically, the Bank may sell (or purchase) federal funds
to (or from) shareholders and/or their affiliates. These transactions are executed on terms that
are the same as those with other eligible third party market participants, except that the Banks
Risk Management Policy specifies a lower minimum threshold for the amount of capital that members
must have to be an eligible federal funds counterparty than non-members. The Bank has never held
any direct equity investments in its shareholders or their affiliates.
Affiliates of two of the Banks derivative counterparties (Citigroup and Wells Fargo/Wachovia)
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/Wachovia 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.
The Bank did not purchase any debt or equity securities issued by any of its shareholders or
their affiliates during the years ended December 31, 2009, 2008 or 2007.
All transactions with shareholders are entered into in the ordinary course of business. The
Bank provides the same pricing for advances and other services to all similarly situated members
regardless of asset or transaction size, charter type, or geographic location.
The Bank provides, in the ordinary course of its business, products and services to members
whose officers or directors may serve as directors of the Bank (Directors Financial
Institutions). Finance Agency regulations require that transactions with Directors Financial
Institutions be made on the same terms as those with any other member. As of December 31, 2009
and 2008, advances outstanding to Directors Financial Institutions aggregated $1,169,000,000 and
$1,691,000,000, respectively, representing 2.5 percent and 2.8 percent, respectively, of the Banks
total outstanding advances as of those dates. The Bank did not acquire any mortgage loans from (or
through) Directors Financial Institutions during the years ended December 31, 2009, 2008 or 2007.
As of December 31, 2009 and 2008, capital stock outstanding to Directors Financial Institutions
aggregated $57,000,000
F-49
and $85,000,000, respectively, representing 2.3 percent and 2.6 percent of
the Banks outstanding capital stock, respectively. For purposes of this determination, the Banks
outstanding capital stock includes those shares that are classified as mandatorily redeemable.
Note 19 Transactions with Other FHLBanks
Occasionally, the Bank loans (or borrows) short-term federal funds to (from) other FHLBanks.
At December 31, 2009 and 2008, there were no loans outstanding to other FHLBanks. Loans to other
FHLBanks, consisting of overnight federal funds sold, totaled $400,000,000 at December 31, 2007.
Interest income on loans to other FHLBanks totaled $2,000, $173,000 and $82,000 for the years ended
December 31, 2009, 2008 and 2007, respectively; these amounts are reported as interest income from
federal funds sold in the statements of income. The following table summarizes the Banks loans to
other FHLBanks during the years ended December 31, 2009, 2008 and 2007 (in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
Balance, January 1, |
|
$ |
|
|
|
$ |
400,000 |
|
|
$ |
|
|
Loans made to: |
|
|
|
|
|
|
|
|
|
|
|
|
FHLBank of Boston |
|
|
375,000 |
|
|
|
832,000 |
|
|
|
170,000 |
|
FHLBank of Seattle |
|
|
25,000 |
|
|
|
|
|
|
|
|
|
FHLBank of San Francisco |
|
|
|
|
|
|
1,265,000 |
|
|
|
750,000 |
|
Collections from: |
|
|
|
|
|
|
|
|
|
|
|
|
FHLBank of Boston |
|
|
(375,000 |
) |
|
|
(832,000 |
) |
|
|
(170,000 |
) |
FHLBank of Seattle |
|
|
(25,000 |
) |
|
|
|
|
|
|
|
|
FHLBank of San Francisco |
|
|
|
|
|
|
(1,665,000 |
) |
|
|
(350,000 |
) |
|
|
|
|
|
|
|
|
|
|
Balance, December 31, |
|
$ |
|
|
|
$ |
|
|
|
$ |
400,000 |
|
|
|
|
|
|
|
|
|
|
|
During the years ended December 31, 2009, 2008 and 2007, interest expense on borrowings from
other FHLBanks totaled $1,000, $66,000 and $87,000, respectively. The following table summarizes
the Banks borrowings from other FHLBanks during the years ended December 31, 2009, 2008 and 2007
(in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
Balance, January 1 |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Borrowings from: |
|
|
|
|
|
|
|
|
|
|
|
|
FHLBank of Atlanta |
|
|
|
|
|
|
70,000 |
|
|
|
|
|
FHLBank of Cincinnati |
|
|
|
|
|
|
200,000 |
|
|
|
|
|
FHLBank of Indianapolis |
|
|
|
|
|
|
240,000 |
|
|
|
528,000 |
|
FHLBank of San Francisco |
|
|
200,000 |
|
|
|
500,000 |
|
|
|
120,000 |
|
FHLBank of Seattle |
|
|
|
|
|
|
25,000 |
|
|
|
|
|
Repayments to: |
|
|
|
|
|
|
|
|
|
|
|
|
FHLBank of Atlanta |
|
|
|
|
|
|
(70,000 |
) |
|
|
|
|
FHLBank of Cincinnati |
|
|
|
|
|
|
(200,000 |
) |
|
|
|
|
FHLBank of Indianapolis |
|
|
|
|
|
|
(240,000 |
) |
|
|
(528,000 |
) |
FHLBank of San Francisco |
|
|
(200,000 |
) |
|
|
(500,000 |
) |
|
|
(120,000 |
) |
FHLBank of Seattle |
|
|
|
|
|
|
(25,000 |
) |
|
|
|
|
Balance, December 31 |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
Prior to their maturity in 2008, the Banks available-for-sale securities portfolio included
consolidated obligations for which other FHLBanks were the primary obligors and for which the Bank
was jointly and severally liable. All of these consolidated obligations were purchased in the open
market from third parties and were accounted for in the same manner as other similarly classified
investments (see Note 1). Interest income earned on these consolidated obligations of other
FHLBanks totaled $2,253,000 and $2,543,000 for the years ended December 31, 2008 and 2007,
respectively. The Bank did not own any consolidated obligations for which other FHLBanks were the
primary obligors during the year ended December 31, 2009.
F-50
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. There were no such transfers during the year ended December 31, 2009. During
the year ended December 31, 2008, the Bank assumed consolidated obligations from the FHLBank of
Seattle with par amounts of $135,880,000. The net premiums associated with these transactions
totaled $3,474,000. During the year ended December 31, 2007, the Bank assumed consolidated
obligations from the FHLBank of New York with par amounts of $323,000,000. The net premiums
associated with these transactions totaled $2,837,000. The Bank accounts for these transfers in
the same manner as it accounts for new debt issuances (see Note 1).
Occasionally, the Bank transfers debt that it no longer needs to other FHLBanks. In
connection with these transactions, the assuming FHLBanks become the primary obligors for the
transferred debt. The Bank did not transfer any debt to other FHLBanks during the year ended
December 31, 2009. During the year ended December 31, 2008, the Bank transferred $300,000,000,
$150,000,000 and $15,000,000 (par values) of its consolidated obligations to the FHLBanks of
Pittsburgh, Cincinnati and San Francisco, respectively. The aggregate gains realized on these debt
transfers totaled $4,546,000. During the year ended December 31, 2007, the Bank transferred
$341,000,000 and $120,000,000 (par values) of its consolidated obligations to the FHLBanks of San
Francisco and Cincinnati, respectively. The aggregate gains realized on these debt transfers
totaled $534,000.
Through July 31, 2008, the Bank received participation fees from the FHLBank of Chicago for
mortgage loans that were originated by the Banks PFIs and purchased by the FHLBank of Chicago.
These fees totaled $200,000 and $187,000 during the years ended December 31, 2008 and 2007,
respectively. No participation fees have been received since the termination of this arrangement
on July 31, 2008.
F-51
EXHIBIT INDEX
|
|
|
|
|
|
|
Exhibit |
|
|
|
|
|
3.1 |
|
|
Organization Certificate of the Registrant (incorporated by reference to Exhibit 3.1
to the Banks Registration Statement on Form 10 filed February 15, 2006). |
|
|
|
|
|
|
|
|
|
|
3.2 |
|
|
Bylaws of the Registrant. |
|
|
|
|
|
|
|
|
|
|
4.1 |
|
|
Capital Plan of the Registrant, as amended and revised on December 11, 2008 and
approved by the Federal Housing Finance Agency on March 6, 2009 (filed as Exhibit 4.1 to
the Banks Current Report on Form 8-K dated March 6, 2009 and filed with the SEC on March
11, 2009, which exhibit is incorporated herein by reference). |
|
|
|
|
|
|
|
|
|
|
10.1 |
|
|
Deferred Compensation Plan of the Registrant, effective July 24, 2004 (governs
deferrals made prior to January 1, 2005) (incorporated by reference to Exhibit 10.1 to the
Banks Registration Statement on Form 10 filed February 15, 2006). |
|
|
|
|
|
|
|
|
|
|
10.2 |
|
|
Deferred Compensation Plan of the Registrant for Deferrals Effective January 1, 2005
(incorporated by reference to Exhibit 10.2 to the Banks Registration Statement on Form 10
filed February 15, 2006). |
|
|
|
|
|
|
|
|
|
|
10.3 |
|
|
2008 Amendment to Deferred Compensation Plan of the Registrant for Deferrals
Effective January 1, 2005, dated December 10, 2008 (incorporated by reference to Exhibit
10.3 to the Banks Annual Report on Form 10-K for the fiscal year ended December 31, 2008,
filed on March 27, 2009). |
|
|
|
|
|
|
|
|
|
|
10.4 |
|
|
Non-Qualified Deferred Compensation Plan for the Board of Directors of the
Registrant, effective July 24, 2004 (governs deferrals made prior to January 1, 2005)
(incorporated by reference to Exhibit 10.3 to the Banks Registration Statement on Form 10
filed February 15, 2006). |
|
|
|
|
|
|
|
|
|
|
10.5 |
|
|
Non-Qualified Deferred Compensation Plan for the Board of Directors of the Registrant
for Deferrals Effective January 1, 2005 (incorporated by reference to Exhibit 10.4 to the
Banks Registration Statement on Form 10 filed February 15, 2006). |
|
|
|
|
|
|
|
|
|
|
10.6 |
|
|
2008 Amendment to Non-Qualified Deferred Compensation Plan for the Board of Directors
of the Registrant for Deferrals Effective January 1, 2005, dated December 10, 2008
(incorporated by reference to Exhibit 10.6 to the Banks Annual Report on Form 10-K for
the fiscal year ended December 31, 2008, filed on March 27, 2009). |
|
|
|
|
|
|
|
|
|
|
10.7 |
|
|
Form of Special Non-Qualified Deferred Compensation Plan of the Registrant, as
amended and restated effective January 1, 2009 (filed as Exhibit 10.1 to the Banks
Current Report on Form 8-K dated May 14, 2009 and filed with the SEC on May 20, 2009,
which exhibit is incorporated herein by reference). |
|
|
|
|
|
|
|
|
|
|
10.8 |
|
|
Federal Home Loan Banks P&I Funding and Contingency Plan Agreement entered into on
June 23, 2006 and effective as of July 20, 2006, by and among the Office of Finance and
each of the Federal Home Loan Banks (filed as Exhibit 10.1 to the Banks Current Report on
Form 8-K dated June 23, 2006 and filed with the SEC on June 27, 2006, which exhibit is
incorporated herein by reference). |
|
|
|
|
|
|
|
|
|
|
10.9 |
|
|
Form of Employment Agreement
between the Registrant and each of its executive officers,
entered into on November 20, 2007 (filed as Exhibit 99.1 to the Banks Current Report on
Form 8-K dated November 20, 2007 and filed with the SEC on November 26, 2007, which
exhibit is incorporated herein by reference). |
|
|
|
|
|
|
|
|
|
|
10.10 |
|
|
United States Department of the Treasury Lending Agreement, dated September 9, 2008
(filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K dated September 9,
2008 and filed with the SEC on September 9, 2008, which exhibit is incorporated herein by
reference). |
|
|
|
|
|
|
|
Exhibit |
|
|
|
|
|
10.11 |
|
|
Amended and Restated Indemnification Agreement between the Registrant and Terry
Smith, dated October 24, 2008 (incorporated by reference to Exhibit 10.12 to the Banks
Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed on March 27,
2009). |
|
|
|
|
|
|
|
|
|
|
10.12 |
|
|
Form of Indemnification Agreement between the Registrant and each of its officers
(other than Terry Smith), entered into on various dates on or after November 7, 2008
(incorporated by reference to Exhibit 10.13 to the Banks Annual Report on Form 10-K for
the fiscal year ended December 31, 2008, filed on March 27, 2009). |
|
|
|
|
|
|
|
|
|
|
10.13 |
|
|
Form of Indemnification Agreement between the Registrant and each of its directors,
entered into on various dates on or after October 24, 2008 (incorporated by reference to
Exhibit 10.14 to the Banks Annual Report on Form 10-K for the fiscal year ended December
31, 2008, filed on March 27, 2009). |
|
|
|
|
|
|
|
|
|
|
12.1 |
|
|
Computation of Ratio of Earnings to Fixed Charges. |
|
|
|
|
|
|
|
|
|
|
14.1 |
|
|
Code of Ethics for Senior Financial Officers. |
|
|
|
|
|
|
|
|
|
|
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. |
|
|
|
|
|
|
|
|
|
|
99.1 |
|
|
Charter of the Audit Committee of the Board of Directors. |
|
|
|
|
|
|
|
|
|
|
99.2 |
|
|
Report of the Audit Committee of the Board of Directors. |