Federal Home Loan Bank of Cincinnati - FORM 10-Q

Attached files

file	filename
EX-32 - EX-32 - Federal Home Loan Bank of Cincinnati	l40435exv32.htm
EX-31.1 - EX-31.1 - Federal Home Loan Bank of Cincinnati	l40435exv31w1.htm
EX-31.2 - EX-31.2 - Federal Home Loan Bank of Cincinnati	l40435exv31w2.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q


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

For the quarterly period ended June 30, 2010


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

For the transition period from to .

Commission File No. 000-51399

FEDERAL HOME LOAN BANK OF CINCINNATI

(Exact name of registrant as specified in its charter)


Federally chartered corporation		31-6000228
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

1000 Atrium Two, P.O. Box 598,
Cincinnati, Ohio		45201-0598
(Address of principal executive offices)		(Zip Code)

(513) 852-7500

(Registrant’s telephone number, including area code)

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

þ Yes o No

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

o Yes o No

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


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

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

o Yes þ No

As of July 31, 2010, the registrant had 31,083,357 shares of capital stock outstanding. The capital stock of the Federal Home Loan Bank of Cincinnati is not listed on any securities exchange or quoted on any automated quotation system, only may be owned by members and former members and is transferable only at its par value of $100 per share.

Page 1 of 77

Table of Contents



PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited):

	Statements of Condition – June 30, 2010 and December 31, 2009	3

	Statements of Income – Three and six months ended June 30, 2010 and 2009	4

	Statements of Capital – Six months ended June 30, 2010 and 2009	5

	Statements of Cash Flows – Six months ended June 30, 2010 and 2009	6

	Notes to Unaudited Financial Statements	8

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

	Results of Operations	40

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	74

Item 4.	Controls and Procedures	74

PART II – OTHER INFORMATION

Item 1A.	Risk Factors	75

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	75

Item 6.	Exhibits	75

Signatures		76
EX-31.1
EX-31.2
EX-32

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

FEDERAL HOME LOAN BANK OF CINCINNATI

STATEMENTS OF CONDITION
(In thousands, except par value)
(Unaudited)


	June 30,			December 31,
	2010			2009
ASSETS
Cash and due from banks	$	3,184,862		$	1,807,343
Interest-bearing deposits		117			126
Securities purchased under agreements to resell		1,500,000			100,000
Federal funds sold		5,385,000			2,150,000
Trading securities		2,567			3,802,013
Available-for-sale securities		3,899,458			6,669,636
Held-to-maturity securities (includes $0 and $0 pledged as collateral at June 30, 2010 and December 31, 2009, respectively, that may be repledged) ^(a)		11,274,672			11,471,081
Advances		32,602,527			35,818,425
Mortgage loans held for portfolio, net		8,789,603			9,365,752
Accrued interest receivable		139,683			151,690
Premises, software, and equipment, net		10,139			10,368
Derivative assets		3,282			9,065
Other assets		27,884			31,133


TOTAL ASSETS	$	66,819,794		$	71,386,632


LIABILITIES
Deposits:
Interest bearing	$	1,608,480		$	2,076,826
Non-interest bearing		6,534			7,995

Total deposits		1,615,014			2,084,821


Consolidated Obligations, net:
Discount Notes		25,519,958			23,186,731
Bonds		35,087,896			41,222,590

Total Consolidated Obligations, net		60,607,854			64,409,321


Mandatorily redeemable capital stock		396,059			675,479
Accrued interest payable		231,094			309,007
Affordable Housing Program payable		93,672			98,341
Payable to REFCORP		10,257			12,190
Derivative liabilities		238,867			228,197
Other liabilities		90,424			102,129


Total liabilities		63,283,241			67,919,485


Commitments and contingencies

CAPITAL
Capital stock Class B putable ($100 par value); 31,210 and 30,635 shares issued and outstanding at June 30, 2010 and December 31, 2009, respectively		3,121,036			3,063,473
Retained earnings		423,352			411,782
Accumulated other comprehensive loss:
Net unrealized loss on available-for-sale securities		(542	)		(364	)
Pension and postretirement plans benefits		(7,293	)		(7,744	)

Total accumulated other comprehensive loss		(7,835	)		(8,108	)


Total capital		3,536,553			3,467,147


TOTAL LIABILITIES AND CAPITAL	$	66,819,794		$	71,386,632

(a)

Fair values: $11,828,169 and $11,837,712 at June 30, 2010 and December 31, 2009, respectively.

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

FEDERAL HOME LOAN BANK OF CINCINNATI

STATEMENTS OF INCOME
(In thousands)
(Unaudited)


	Three Months Ended June 30,					Six Months Ended June 30,
	2010			2009		2010			2009

INTEREST INCOME:
Advances	$	72,036		$	157,137	$	143,098		$	379,619
Prepayment fees on Advances, net		1,094			1,058		3,213			4,853
Interest-bearing deposits		230			636		389			8,390
Securities purchased under agreements to resell		752			268		1,102			465
Federal funds sold		3,617			3,549		6,055			6,224
Trading securities		31			62		940			99
Available-for-sale securities		2,791			5,397		5,356			10,243
Held-to-maturity:
Securities		137,542			134,822		271,600			290,598
Securities of other FHLBanks		-			6		-			22
Mortgage loans held for portfolio		103,899			134,992		215,940			251,909
Loans to other FHLBanks		2			4		3			4

Total interest income		321,994			437,931		647,696			952,426


INTEREST EXPENSE:
Consolidated Obligations – Discount Notes		10,003			27,506		16,455			88,927
Consolidated Obligations – Bonds		243,092			300,164		488,272			638,659
Deposits		389			503		678			1,097
Loans from other FHLBanks		-			-		1			1
Mandatorily redeemable capital stock		4,615			1,113		10,134			2,198

Total interest expense		258,099			329,286		515,540			730,882


NET INTEREST INCOME		63,895			108,645		132,156			221,544


OTHER INCOME:
Service fees		433			432		855			891
Net gains (losses) on trading securities		8			170		(217	)		222
Net losses on available-for-sale securities		(90	)		-		(90	)		-
Net gains on held-to-maturity securities		6,450			-		6,450			5,943
Net (losses) gains on derivatives and hedging activities		(3,074	)		3,393		(1,118	)		7,951
Other, net		1,015			1,248		2,450			3,018

Total other income		4,742			5,243		8,330			18,025


OTHER EXPENSE:
Compensation and benefits		6,972			7,229		14,535			13,977
Other operating		3,466			3,591		6,900			6,918
Finance Agency		897			699		1,902			1,474
Office of Finance		659			747		1,481			1,662
Other		289			303		534			546

Total other expense		12,283			12,569		25,352			24,577


INCOME BEFORE ASSESSMENTS		56,354			101,319		115,134			214,992


Affordable Housing Program		5,072			8,385		10,433			17,775
REFCORP		10,256			18,586		20,940			39,443

Total assessments		15,328			26,971		31,373			57,218


NET INCOME	$	41,026		$	74,348	$	83,761		$	157,774

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

FEDERAL HOME LOAN BANK OF CINCINNATI

STATEMENTS OF CAPITAL
Six Months Ended June 30, 2010 and 2009
(In thousands)
(Unaudited)


										Accumulated
	Capital Stock									Other
	Class B*						Retained			Comprehensive			Total
	Shares			Par Value			Earnings			Loss			Capital

BALANCE, DECEMBER 31, 2008		39,617		$	3,961,698		$	326,446		$	(6,275	)	$	4,281,869
Proceeds from sale of capital stock		618			61,805									61,805
Net reclassified to mandatorily redeemable capital stock		(239	)		(23,857	)								(23,857	)

Comprehensive income:
Net income								157,774						157,774
Other comprehensive income:
Net unrealized gains on available-for-sale securities											24			24
Pension and postretirement benefits											313			313


Total comprehensive income														158,111


Dividends on capital stock:
Cash								(88,903	)					(88,903	)


BALANCE, JUNE 30, 2009		39,996		$	3,999,646		$	395,317		$	(5,938	)	$	4,389,025




BALANCE, DECEMBER 31, 2009		30,635		$	3,063,473		$	411,782		$	(8,108	)	$	3,467,147
Proceeds from sale of capital stock		651			65,124									65,124
Net reclassified to mandatorily redeemable capital stock		(76	)		(7,561	)								(7,561	)

Comprehensive income:
Net income								83,761						83,761
Other comprehensive income:
Net unrealized losses on available-for-sale securities											(178	)		(178	)
Pension and postretirement benefits											451			451


Total comprehensive income														84,034


Dividends on capital stock:
Cash								(72,191	)					(72,191	)


BALANCE, JUNE 30, 2010		31,210		$	3,121,036		$	423,352		$	(7,835	)	$	3,536,553

*Putable

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

FEDERAL HOME LOAN BANK OF CINCINNATI

STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)


	Six Months Ended June 30,
	2010			2009
OPERATING ACTIVITIES:

Net income	$	83,761		$	157,774


Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization		12,102			(39,477	)
Change in net fair value adjustment on derivative and hedging activities		122,910			105,317
Net change in fair value adjustments on trading securities		217			(222	)
Other adjustments		(6,360	)		(5,913	)
Net change in:
Accrued interest receivable		11,986			84,388
Other assets		1,781			1,395
Accrued interest payable		(77,915	)		(92,353	)
Other liabilities		(17,226	)		12,907


Total adjustments		47,495			66,042


Net cash provided by operating activities		131,256			223,816


INVESTING ACTIVITIES:

Net change in:
Interest-bearing deposits		(83,313	)		20,149,489
Securities purchased under agreements to resell		(1,400,000	)		–
Federal funds sold		(3,235,000	)		(6,380,000	)
Premises, software, and equipment		(1,156	)		(1,872	)

Trading securities:
Net decrease (increase) in short-term		3,800,000			(2,248,088	)
Proceeds from maturities of long-term		121			165

Available-for-sale securities:
Net decrease (increase) in short-term		2,769,910			(2,168,220	)

Held-to-maturity securities:
Net (increase) decrease in short-term		(380	)		660
Net decrease in other FHLBanks		–			6
Proceeds from maturities of long-term		1,738,213			1,956,762
Proceeds from sale of long-term		213,620			222,143
Purchases of long-term		(1,743,805	)		(842,995	)

Advances:
Proceeds		114,961,988			241,937,276
Made		(111,651,036	)		(233,230,098	)

Mortgage loans held for portfolio:
Principal collected		817,466			1,724,457
Purchases		(251,281	)		(2,775,155	)


Net cash provided by investing activities		5,935,347			18,344,530

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

(continued from previous page)

FEDERAL HOME LOAN BANK OF CINCINNATI
STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)


	Six Months Ended June 30,
	2010			2009

FINANCING ACTIVITIES:

Net (decrease) increase in deposits and pass-through reserves	$	(499,707	)	$	540,182
Net payments on derivative contracts with financing elements		(84,847	)		(71,668	)

Net proceeds from issuance of Consolidated Obligations:
Discount Notes		288,929,500			343,230,760
Bonds		10,667,974			21,997,641

Payments for maturing and retiring Consolidated Obligations:
Discount Notes		(286,598,980	)		(364,047,490	)
Bonds		(16,808,976	)		(20,166,641	)

Proceeds from issuance of capital stock		65,124			61,805
Payments for redemption of mandatorily redeemable capital stock		(286,981	)		(24,145	)
Cash dividends paid		(72,191	)		(88,903	)


Net cash used in financing activities		(4,689,084	)		(18,568,459	)


Net increase (decrease) in cash and cash equivalents		1,377,519			(113	)
Cash and cash equivalents at beginning of the period		1,807,343			2,867


Cash and cash equivalents at end of the period	$	3,184,862		$	2,754


Supplemental Disclosures:

Interest paid	$	542,735		$	852,278


AHP payments, net	$	15,102		$	10,858


REFCORP assessments paid	$	22,873		$	34,910

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

FEDERAL HOME LOAN BANK OF CINCINNATI

NOTES TO UNAUDITED FINANCIAL STATEMENTS

Background Information

The Federal Home Loan Bank of Cincinnati (the FHLBank), a federally chartered corporation, is one of 12 District Federal Home Loan Banks (FHLBanks). The FHLBanks serve the public by enhancing the availability of credit for residential mortgages and targeted community development. The FHLBank is regulated by the Federal Housing Finance Agency (Finance Agency).

Note 1— Basis of Presentation

The accompanying interim financial statements of the FHLBank have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The preparation of financial statements in accordance with GAAP requires management to make assumptions and estimates. These assumptions and estimates affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of income and expenses. Actual results could differ from these estimates. The interim financial statements presented are unaudited, but they include all adjustments (consisting of only normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the financial condition, results of operations, and cash flows for such periods. These financial statements do not include all disclosures associated with annual financial statements and accordingly should be read in conjunction with the audited financial statements and notes included in the FHLBank’s annual report on Form 10-K for the year ended December 31, 2009 filed with the Securities and Exchange Commission (SEC). Results for the three and six months ended June 30, 2010 are not necessarily indicative of operating results for the full year.

Certain amounts in the 2009 financial statements and notes have been reclassified to conform to the 2010 presentation.

The FHLBank has evaluated subsequent events for potential recognition or disclosure through the issuance of these financial statements and believes there have been no material subsequent events requiring additional disclosure or recognition in these financial statements.

Note 2—Recently Issued Accounting Standards and Interpretations

Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses. On July 21, 2010, the Financial Accounting Standards Board (FASB) issued amended guidance to enhance disclosures about an entity’s allowance for credit losses and the credit quality of its financing receivables. The amended guidance requires disclosure of the following: (i) the nature of credit risk inherent in financing receivables, (ii) how that risk is analyzed and assessed in arriving at the allowance for credit losses, and (iii) the changes and reasons for those changes in the allowance for credit losses. The required disclosures as of the end of a reporting period are effective for interim and annual reporting periods ending on or after December 15, 2010 (December 31, 2010 for the FHLBank). The required disclosures about activity that occurs during a reporting period are effective for interim and annual reporting periods beginning on or after December 15, 2010 (January 1, 2011 for the FHLBank). The adoption of this amended guidance will likely result in increased financial statement disclosures, but will not affect the FHLBank’s financial condition, results of operations, or cash flows.

Improving Disclosures about Fair Value Measurements. On January 21, 2010, the FASB issued amended guidance for fair value measurements and disclosures. The update 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 describes the reasons for the transfers. Furthermore, this update 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, and clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. The new guidance became effective for interim and annual reporting periods beginning after December 15, 2009 (January 1, 2010 for the FHLBank), except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements, which are effective for fiscal years beginning after December 15, 2010 (January 1, 2011 for

the FHLBank), 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. The FHLBank adopted this guidance as of January 1, 2010 except for the disclosures about purchases, sales, issuances, and settlements in the rollforward of activity in Level 3 fair value measurements. Its adoption resulted in increased financial statement disclosures but did not affect the FHLBank’s financial condition, results of operations, or cash flows.

Accounting for the Consolidation of Variable Interest Entities. On June 12, 2009, the FASB issued guidance which is intended to improve financial reporting by enterprises involved with variable interest entities (VIEs) by providing more relevant and reliable information to users of financial statements. This guidance amends the manner in which entities evaluate whether consolidation is required for VIEs. An entity must first perform a qualitative analysis in determining whether it must consolidate a VIE, and if the qualitative analysis is not determinative, the entity must perform a quantitative analysis. This guidance also requires that an entity continually evaluate VIEs for consolidation, rather than making such an assessment based upon the occurrence of triggering events. The FHLBank adopted this guidance as of January 1, 2010. Its adoption did not have a material effect on the FHLBank’s financial condition, results of operations or cash flows.

Accounting for Transfers of Financial Assets. On June 12, 2009, the FASB issued guidance that is intended to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial reports about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement in transferred financial assets. The FHLBank adopted this guidance as of January 1, 2010. Its adoption did not have a material effect on the FHLBank’s financial condition, results of operations, or cash flows.

Note 3—Trading Securities

Major Security Types. Trading securities as of June 30, 2010 and December 31, 2009 were as follows (in thousands):


	June 30,		December 31,
	2010		2009
	Fair Value		Fair Value
Government-sponsored enterprises*	$	-	$	3,799,336
Mortgage-backed securities:
Other U.S. obligation residential mortgage-backed securities **		2,567		2,677


Total	$	2,567	$	3,802,013

	*		Consists of debt securities issued and guaranteed by Federal Home Loan Mortgage Corporation (Freddie Mac) and/or Federal National Mortgage Association (Fannie Mae), which are not obligations of the U.S. government.

	**		Consists of Government National Mortgage Association (Ginnie Mae) mortgage-backed securities.

Net unrealized (losses) gains on trading securities during the six months ended June 30 were as follows (in thousands):


	Six Months Ended June 30,
	2010			2009

Net unrealized gains on trading securities held at period end	$	12		$	222
Net unrealized losses on trading securities matured during the period		(229	)		-

Net (losses) gains on trading securities	$	(217	)	$	222

Note 4—Available-for-Sale Securities

Major Security Types. Available-for-sale securities as of June 30, 2010 and December 31, 2009 were as follows (in thousands):


	June 30, 2010
			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		(Losses)			Value


Certificates of deposit	$	3,900,000	$	-	$	(542	)	$	3,899,458


	December 31, 2009
			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		(Losses)			Value


Certificates of deposit	$	6,670,000	$	40	$	(404	)	$	6,669,636

All securities outstanding with gross unrealized losses at June 30, 2010 have been in a continuous unrealized loss position for less than 12 months.

Redemption Terms. The amortized cost and fair value of available-for-sale securities by contractual maturity at the dates indicated are shown below (in thousands).


	June 30, 2010				December 31, 2009
	Amortized		Fair		Amortized		Fair
Year of Maturity	Cost		Value		Cost		Value


Due in one year or less	$	3,900,000	$	3,899,458	$	6,670,000	$	6,669,636

Interest Rate Payment Terms. The following table details additional interest rate payment terms for investment securities classified as available-for-sale as of June 30, 2010 and December 31, 2009 (in thousands):


	June 30, 2010		December 31, 2009

Amortized cost of available-for-sale securities:
Fixed-rate	$	3,900,000	$	6,670,000

Realized Gains and Losses. The FHLBank received (in thousands) $854,910 in proceeds from the sale of available-for-sale securities for the six months ended June 30, 2010. The FHLBank realized (in thousands) $90 in gross losses and no gross gains on these sales. The FHLBank did not sell any securities out of its available-for-sale portfolio during the six months ended June 30, 2009.

Note 5—Held-to-Maturity Securities

Major Security Types. Held-to-maturity securities as of June 30, 2010 and December 31, 2009 were as follows (in thousands):


	June 30, 2010
				Gross		Gross
				Unrecognized		Unrecognized
		Amortized		Holding		Holding
		Cost⁽¹⁾		Gains		(Losses)			Fair Value

U.S. Treasury obligations		$	27,068	$	-	$	-		$	27,068
State or local housing agency obligations			7,365		-		(368	)		6,997
Mortgage-backed securities:
Government-sponsored enterprise residential mortgage-backed securities *			11,096,598		552,599		-			11,649,197
Private-label residential mortgage-backed securities			143,641		1,266		-			144,907


Total mortgage-backed securities			11,240,239		553,865		-			11,794,104


Total		$	11,274,672	$	553,865	$	(368	)	$	11,828,169


	December 31, 2009
				Gross		Gross
				Unrecognized		Unrecognized
		Amortized		Holding		Holding
		Cost⁽¹⁾		Gains		(Losses)			Fair Value

Government-sponsored enterprises **		$	26,688	$	4	$	-		$	26,692
State or local housing agency obligations			10,375		-		(510	)		9,865
Mortgage-backed securities:
Government-sponsored enterprise residential mortgage-backed securities *			11,246,925		386,591		(19,217	)		11,614,299
Private-label residential mortgage-backed securities			187,093		165		(402	)		186,856


Total mortgage-backed securities			11,434,018		386,756		(19,619	)		11,801,155


Total		$	11,471,081	$	386,760	$	(20,129	)	$	11,837,712

	(1)		Carrying value equals amortized cost.

	*		Consists of mortgage-backed securities issued and guaranteed by Freddie Mac and/or Fannie Mae, which are not obligations of the U.S. government.

	**		Consists of debt securities issued and guaranteed by Freddie Mac and/or Fannie Mae, which are not obligations of the U.S. government.

The FHLBank’s mortgage-backed security investments consist of senior classes of government-sponsored enterprise securities and private-label prime residential mortgage-backed securities. The FHLBank’s investments in mortgage-backed securities must be triple-A rated at the time of purchase.

The FHLBank has increased exposure to the risk of loss on its investments in mortgage-backed securities when the loans backing the mortgage-backed securities exhibit high rates of delinquency and foreclosures, and when there are losses on the sale of foreclosed properties. Credit safeguards for the FHLBank’s mortgage-backed securities consist of either payment guarantees of principal and interest in the case of government-sponsored enterprise (GSE) mortgage-backed securities or, for residential mortgage-backed securities issued by entities other than GSEs (private-label mortgage-backed securities), credit enhancements in the form of subordinate tranches in a security’s structure that absorb the losses before the FHLBank does. Since the surety of the FHLBank’s private-label mortgage-backed securities holdings relies on credit enhancements and the

quality of the underlying loan collateral, the FHLBank analyzes these investments on an ongoing basis in an effort to determine whether the credit enhancement associated with each security is sufficient to protect against potential losses of principal and/or interest on the underlying mortgage loans. The FHLBank has not used monoline insurance as a form of credit enhancement for mortgage-backed securities.

The following table summarizes the par value of the FHLBank’s six private-label mortgage-backed securities by year of issuance, as well as the weighted-average credit enhancement on the applicable securities (in thousands, except percentages). The weighted-average credit enhancement is the percent of protection in place to absorb losses of principal that could occur within the FHLBank-owned senior tranches.


	As of June 30, 2010
							Percent
							Average	Serious
Private-Label			Unrealized			Investment	Credit	Delinquency
Mortgage-Backed Securities	Par		(Losses)			Rating	Enhancement	Rate⁽²⁾
Prime⁽¹⁾ – Year of Securitization
2003	$	143,557	$	-		AAA	8.1%	0.74%


Total	$	143,557	$	-


	As of December 31, 2009
							Percent
							Average	Serious
Private-Label			Unrealized			Investment	Credit	Delinquency
Mortgage-Backed Securities	Par		(Losses)			Rating	Enhancement	Rate⁽²⁾
Prime⁽¹⁾ – Year of Securitization
2003	$	186,909	$	(402	)	AAA	7.6%	0.54%


Total	$	186,909	$	(402	)

	(1)		As defined by the originator at the time of origination.

	(2)		Seriously delinquent is defined as loans 60 days or more past due that underlie the securities, all bankruptcies, foreclosures, and real estate owned.

The following tables summarize the held-to-maturity securities with unrealized losses as of June 30, 2010 and December 31, 2009. The unrealized losses are aggregated by major security type and length of time that individual securities have been in a continuous unrealized loss position (in thousands).


	June 30, 2010
	Less than 12 Months					12 Months or more					Total
			Gross					Gross					Gross
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
	Value		(Losses)			Value		(Losses)			Value		(Losses)

State or local housing agency obligations	$	-	$	-		$	6,997	$	(368	)	$	6,997	$	(368	)


Total temporarily impaired	$	-	$	-		$	6,997	$	(368	)	$	6,997	$	(368	)


	December 31, 2009
	Less than 12 Months					12 Months or more					Total
			Gross					Gross					Gross
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
	Value		(Losses)			Value		(Losses)			Value		(Losses)

State or local housing agency obligations	$	-	$	-		$	9,865	$	(510	)	$	9,865	$	(510	)
Mortgage-backed securities:
Government-sponsored enterprise residential mortgage-backed securities*		1,578,801		(19,217	)		-		-			1,578,801		(19,217	)
Private-label residential mortgage-backed securities		-		-			129,046		(402	)		129,046		(402	)


Total temporarily impaired	$	1,578,801	$	(19,217	)	$	138,911	$	(912	)	$	1,717,712	$	(20,129	)

Consists of securities issued and guaranteed by Freddie Mac and/or Fannie Mae, which are not obligations of the U.S. government.

Redemption Terms. The amortized cost and estimated fair value of held-to-maturity securities at the dates indicated by contractual maturity are shown below (in thousands). Expected maturities of some securities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment fees.


	June 30, 2010				December 31, 2009
	Amortized				Amortized
Year of Maturity	Cost⁽¹⁾		Fair Value		Cost⁽¹⁾		Fair Value
Other than mortgage-backed securities:
Due in 1 year or less	$	27,068	$	27,068	$	26,688	$	26,692
Due after 1 year through 5 years		-		-		-		-
Due after 5 years through 10 years		4,305		4,090		7,210		6,858
Due after 10 years		3,060		2,907		3,165		3,007


Total other		34,433		34,065		37,063		36,557


Mortgage-backed securities		11,240,239		11,794,104		11,434,018		11,801,155


Total	$	11,274,672	$	11,828,169	$	11,471,081	$	11,837,712

(1)

Carrying value equals amortized cost.

The amortized cost of the FHLBank’s mortgage-backed securities classified as held-to-maturity includes net purchased premiums (discounts) (in thousands) of $20,795 and $(11,036) at June 30, 2010 and December 31, 2009.

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


	June 30, 2010			December 31, 2009
Amortized cost of held-to-maturity securities other than mortgage-backed securities:
Fixed-rate		$	31,373		$	33,898
Variable-rate			3,060			3,165


Total other			34,433			37,063

Amortized cost of held-to-maturity mortgage-backed securities:
Pass-through securities:
Fixed-rate			8,931,613			8,175,384
Collateralized mortgage obligations:
Fixed-rate			2,308,626			3,258,634


Total mortgage-backed securities			11,240,239			11,434,018


Total		$	11,274,672		$	11,471,081

Realized Gains and Losses. The FHLBank sold securities out of its held-to-maturity portfolio during the six months ended June 30, 2010 and 2009, each of which had less than 15 percent of the acquired principal outstanding at the time of the sale. Such sales are considered as maturities for purposes of security classification. The FHLBank received (in thousands) $213,620 and $222,143 in proceeds from the sale of held-to-maturity securities during the six months ended June 30, 2010 and 2009, respectively. The FHLBank realized (in thousands) $6,450 and $5,943 in gross gains and no gross losses on these sales during the six months ended June 30, 2010 and 2009, respectively.

Note 6—Other-Than-Temporary Impairment Analysis

The FHLBank evaluates its individual available-for-sale and held-to-maturity investment securities holdings in an unrealized loss position for other-than-temporary impairment on a quarterly basis. As part of its securities’ evaluation for other-than-temporary impairment, the FHLBank considers its intent to sell each debt security and whether it is more likely than not that the FHLBank will be required to sell the security before its anticipated recovery. If either of these conditions is met, the FHLBank recognizes an other-than-temporary impairment in earnings equal to the entire difference between the security’s amortized cost basis and its fair value at the balance sheet date. For securities in unrealized loss positions that meet neither of these conditions, the FHLBank performs analyses to determine if any of these securities are other-than-temporarily impaired. At June 30, 2010, the FHLBank did not have any government-sponsored enterprise residential mortgage-backed securities or private-label residential mortgage-backed securities in an unrealized loss position. As a result, the FHLBank did not consider any of these investments to be other-than-temporarily impaired at June 30, 2010.

The FHLBank also reviewed its available-for-sale securities and the remainder of its held-to-maturity securities that have experienced unrealized losses at June 30, 2010 and determined that the unrealized losses were temporary, based on the creditworthiness of the issuers and the related collateral characteristics and that the FHLBank will recover its entire amortized cost basis. Additionally, because the FHLBank does not intend to sell its securities nor is it more likely than not that the FHLBank will be required to sell the securities before recovery, it did not consider the investments to be other-than-temporarily impaired at June 30, 2010.

The FHLBank did not consider any of its investments to be other-than-temporarily impaired at December 31, 2009.

Note 7—Advances

Redemption Terms. At June 30, 2010 and December 31, 2009, the FHLBank had Advances outstanding, including Affordable Housing Program (AHP) Advances (see Note 12), at interest rates ranging from 0.00 percent to 9.75 percent, as summarized below (dollars in thousands). Advances with interest rates of 0.00 percent are AHP-subsidized Advances.


	June 30, 2010						December 31, 2009
				Weighted						Weighted
				Average						Average
				Interest						Interest
Year of Contractual Maturity	Amount			Rate			Amount			Rate


Overdrawn demand deposit accounts	$	46			0.26	%	$	5,768			0.16	%

Due in 1 year or less		6,204,122			2.45			7,847,507			2.21
Due after 1 year through 2 years		4,494,880			1.97			3,995,206			2.60
Due after 2 years through 3 years		8,372,603			2.61			8,453,929			2.78
Due after 3 years through 4 years		1,433,402			2.98			3,594,664			1.30
Due after 4 years through 5 years		2,818,047			1.59			2,309,201			1.74
Thereafter		8,490,634			2.27			8,917,209			2.22


Total par value		31,813,734			2.33			35,123,484			2.27

Commitment fees		(1,061	)					(1,098	)
Discount on AHP Advances		(28,962	)					(30,062	)
Premiums		4,563						4,724
Discount		(8,128	)					(7,871	)
Hedging adjustments		822,381						729,248


Total	$	32,602,527					$	35,818,425

The FHLBank offers Advances to members that may be prepaid on specified dates (call dates) without incurring prepayment or termination fees (callable Advances). Other Advances may only be prepaid subject to a fee to the FHLBank (prepayment fee) that makes the FHLBank financially indifferent to the prepayment of the Advance. At June 30, 2010 and December 31, 2009, the FHLBank had callable Advances (in thousands) of $10,589,641 and $12,372,949.

The following table summarizes Advances at the dates indicated by year of contractual maturity or next call date for callable Advances (in thousands):


Year of Contractual Maturity	June 30, 2010		December 31, 2009
or Next Call Date	June 30, 2010		December 31, 2009

Overdrawn demand deposit accounts	$	46	$	5,768

Due in 1 year or less		15,749,354		17,458,003
Due after 1 year through 2 years		3,775,756		3,724,132
Due after 2 years through 3 years		5,442,602		6,500,929
Due after 3 years through 4 years		1,260,096		1,607,613
Due after 4 years through 5 years		1,189,431		1,089,180
Thereafter		4,396,449		4,737,859


Total par value	$	31,813,734	$	35,123,484

The FHLBank also offers putable Advances. With a putable Advance, the FHLBank effectively purchases a put option from the member that allows the FHLBank to terminate the Advance at predetermined dates. The FHLBank normally would exercise its option when interest rates increase relative to contractual rates. At June 30, 2010 and December 31, 2009, the FHLBank had putable Advances outstanding totaling (in thousands) $6,926,350 and $7,037,350.

Through December 2005, the FHLBank offered convertible Advances. At June 30, 2010 and December 31, 2009, the FHLBank had convertible Advances outstanding totaling (in thousands) $2,330,000 and $2,816,000.

The following table summarizes Advances at the dates indicated by year of contractual maturity or next put/convert date for putable/convertible Advances (in thousands):


Year of Contractual Maturity	June 30, 2010		December 31, 2009
or Next Put/Convert Date	June 30, 2010		December 31, 2009

Overdrawn demand deposit accounts	$	46	$	5,768
Due in 1 year or less		14,223,772		16,204,957
Due after 1 year through 2 years		4,088,880		3,440,406
Due after 2 years through 3 years		4,827,603		4,805,929
Due after 3 years through 4 years		1,211,802		3,445,264
Due after 4 years through 5 years		2,137,647		1,865,801
Thereafter		5,323,984		5,355,359


Total par value	$	31,813,734	$	35,123,484

The FHLBank has never experienced a credit loss on an Advance to a member. Based upon the collateral pledged as security for its Advances and the creditworthiness of its members, management believes that an allowance for losses on Advances is unnecessary.

The following table shows Advance balances at the dates indicated to borrowers holding five percent or more of total Advances and includes any known affiliates that are members of the FHLBank (dollars in millions):


June 30, 2010						December 31, 2009
	Principal		% of Total				Principal		% of Total

U.S. Bank, N.A.	$	7,315		23	%	U.S. Bank, N.A.	$	9,315		27	%
PNC Bank, N.A.⁽¹⁾		4,001		13		PNC Bank, N.A.⁽¹⁾		4,282		12
Fifth Third Bank		2,537		8		Fifth Third Bank		2,538		7


Total	$	13,853		44	%	Total	$	16,135		46	%

(1)

Formerly National City Bank.

Interest Rate Payment Terms. The following table details additional interest rate payment terms for Advances at the dates indicated (in thousands):


	June 30,		December 31,
	2010		2009
Par value of Advances:
Fixed-rate	$	16,453,047	$	17,748,767
Variable-rate		15,360,687		17,374,717


Total	$	31,813,734	$	35,123,484

Prepayment Fees. The FHLBank records prepayment fees received from members on prepaid Advances net of any associated basis adjustments related to hedging activities on those Advances and/or net of any deferrals on Advance modifications. The net amount of prepayment fees is reflected as interest income in the Statements of Income. Gross Advance prepayment fees received from members (in thousands) were $2,011 and $2,056 for the three months ended June 30, 2010 and 2009, respectively, and $5,718 and $5,871 for the six months ended June 30, 2010 and 2009, respectively.

Note 8—Mortgage Loans Held for Portfolio, Net

The following table presents information at the dates indicated on mortgage loans held for portfolio (in thousands):


	June 30, 2010			December 31, 2009
Real Estate:
Fixed rate medium-term single-family mortgages ⁽¹⁾	$	1,192,747			$	1,327,321
Fixed rate long-term single-family mortgages		7,517,873				7,952,670


Subtotal fixed rate single-family mortgages		8,710,620				9,279,991

Premiums		87,000				96,551
Discounts		(8,016	)			(9,590	)
Hedging basis adjustments		(1	)			(1,200	)


Total	$	8,789,603			$	9,365,752

(1)

Medium-term is defined as a term of 15 years or less.

The following table details the par value of mortgage loans held for portfolio outstanding at the dates indicated (in thousands):


	June 30, 2010		December 31, 2009
Conventional loans	$	7,180,631		$	7,745,396
Government-guaranteed/insured loans		1,529,989			1,534,595


Total par value	$	8,710,620		$	9,279,991

The conventional mortgage loans are supported by some combination of primary mortgage insurance, supplemental mortgage insurance and the Lender Risk Account in addition to the associated property as collateral. The following table presents changes in the Lender Risk Account for the six months ended June 30, 2010 (in thousands):


Lender Risk Account at December 31, 2009	$	55,070
Additions		637
Claims		(3,666	)
Scheduled distributions		(1,992	)


Lender Risk Account at June 30, 2010	$	50,049

The FHLBank had no nonaccrual loans at June 30, 2010 and December 31, 2009.

At June 30, 2010 and December 31, 2009, the FHLBank had no mortgage loans that were considered impaired.

The FHLBank has realized no credit losses on mortgage loans to date and no event has occurred that would cause the FHLBank to believe it will have to absorb any other than de minimis credit losses on the mortgage loans held at period end. Accordingly, the FHLBank has not provided any allowances for losses on these mortgage loans.

The following table shows unpaid principal balances at the dates indicated to members and former members supplying five percent or more of total unpaid principal and includes any known affiliates that are members of the FHLBank (dollars in millions):


	June 30, 2010				December 31, 2009
	Principal % of Total				Principal % of Total


PNC Bank, N.A.⁽¹⁾	$	3,306	38	%	$	3,608	39	%
Union Savings Bank		2,435	28			2,726	29
Guardian Savings Bank FSB		668	8			751	8
Liberty Savings Bank		535	6			488	5


Total	$	6,944	80	%	$	7,573	81	%

(1)

Formerly National City Bank.

Note 9—Derivatives and Hedging Activities

Nature of Business Activity

The FHLBank is exposed to interest rate risk primarily from the effect of interest rate changes on its interest-earning assets and on the funding sources that finance these assets.

Consistent with Finance Agency policy, the FHLBank enters into derivatives to manage the interest rate risk exposures inherent in otherwise unhedged assets and funding positions, to achieve the FHLBank’s risk management objectives and to act as an intermediary between its members and counterparties. Finance Agency Regulations and the FHLBank’s financial management policy prohibit trading in or the speculative use of these derivative instruments and limit credit risk arising from them. The FHLBank may only use derivatives to reduce funding costs for Consolidated Obligations and to manage its interest rate risk, mortgage prepayment risk and foreign currency risk positions. Derivatives are an integral part of the FHLBank’s financial management strategy.

The most common ways in which the FHLBank uses derivatives are to:

	§		reduce the interest rate sensitivity and repricing gaps of assets, liabilities, and certain other derivative instruments;

	§		manage embedded options in assets and liabilities;

	§		reduce funding costs by combining a derivative with a Consolidated Obligation, as the cost of a combined funding structure can be lower than the cost of a comparable Consolidated Obligation Bond;

	§		preserve a favorable interest rate spread between the yield of an asset (e.g., an Advance) and the cost of the related liability (e.g., the Consolidated Obligation Bond used to fund the Advance); without the use of derivatives, this interest rate spread could be reduced or eliminated when a change in the interest rate on the Advance does not match a change in the interest rate on the Bond; and

	§		protect the value of existing asset or liability positions.

Types of Derivatives

The FHLBank’s financial management policy establishes guidelines for its use of derivatives. The FHLBank may enter into interest rate swaps (including callable and putable swaps), swaptions, interest rate cap and floor agreements, calls, puts, futures, and forward contracts to manage its exposure to changes in interest rates.

An interest rate swap is an agreement between two entities to exchange cash flows in the future. The agreement sets the dates on which the cash flows will be paid and the manner in which the cash flows will be calculated. One of the simplest forms of an interest rate swap involves the promise by one party to pay cash flows equivalent to the interest on a notional principal amount at a predetermined fixed rate for a given period of time. In return for this promise, this party receives cash flows equivalent to the interest on the same notional principal amount at a variable-rate index for the same period of time. The variable-rate received by the FHLBank in its interest rate swaps is the London Interbank Offered Rate (LIBOR).

Application of Interest Rate Swaps

The FHLBank generally uses derivatives as fair value hedges of underlying financial instruments. However, because the FHLBank uses interest rate swaps when they are considered to be the most cost-effective alternative to achieve the FHLBank’s financial and risk management objectives, it may enter into interest rate swaps that do not necessarily qualify for hedge accounting (economic hedges). The FHLBank re-evaluates its hedging strategies from time to time and may change the hedging techniques it uses or adopt new strategies.

Types of Assets and Liabilities Hedged

The FHLBank documents at inception all relationships between derivatives designated as hedging instruments and the hedged items, its risk management objectives and strategies for undertaking various hedge transactions, and its method of assessing effectiveness. This process includes linking all derivatives that are designated as fair value hedges to assets and liabilities on the Statements of Condition. The FHLBank also formally assesses (both at the hedge’s inception and at least quarterly) whether the derivatives that are used in hedging transactions have been effective in offsetting changes in the fair value of the hedged items and whether those derivatives may be expected to remain effective in future periods. The FHLBank currently uses regression analyses to assess the effectiveness of its hedges.

Consolidated Obligations – While Consolidated Obligations are the joint and several obligations of the FHLBanks, each FHLBank has Consolidated Obligations for which it is the primary obligor. To date, no FHLBank has ever had to assume or pay the Consolidated Obligations of another FHLBank. The FHLBank enters into derivatives to hedge the interest rate risk associated with its specific debt issuances.

The FHLBank manages the risk arising from changing market prices and volatility of a Consolidated Obligation by matching the cash inflow on a derivative with the cash outflow on the Consolidated Obligation. In addition, the FHLBank requires collateral on derivatives at specified levels correlated to counterparty credit ratings and contractual terms.

For instance, in a typical transaction, fixed-rate Consolidated Obligations are issued for one or more FHLBanks, and the FHLBank simultaneously enters into a matching interest rate swap in which the counterparty pays fixed cash flows to the FHLBank designed to mirror in timing and amount the cash outflows the FHLBank pays on the Consolidated Obligation. The FHLBank pays a variable cash flow that closely matches the interest payments it receives on short-term or variable-rate Advances, typically 3-month LIBOR. These transactions are treated as fair value hedges.

This strategy of issuing Bonds while simultaneously entering into derivatives enables the FHLBank to offer a wider range of attractively priced Advances to its members and may allow the FHLBank to reduce its funding costs. The continued attractiveness of such debt depends on yield relationships between the Bond and the derivative markets. If conditions in these markets change, the FHLBank may alter the types or terms of the Bonds that it issues. By acting in both the capital and the swap markets, the FHLBank can raise funds at lower costs than through the issuance of simple fixed- or variable-rate Consolidated Obligations in the capital markets alone.

Advances – The FHLBank offers a wide array of Advance structures to meet members’ funding needs. These Advances may have maturities up to 30 years with variable or fixed rates and may include early termination features or options. The FHLBank may use derivatives to adjust the repricing and/or options characteristics of Advances in order to more closely match the characteristics of the FHLBank’s funding liabilities. In general, whenever a member executes a fixed-rate Advance or a variable-rate Advance with embedded options, the FHLBank will simultaneously execute a derivative with terms that offset the terms and embedded options, if any, in the Advance. For example, the FHLBank may hedge a fixed-rate Advance with an interest rate swap where the FHLBank pays a fixed-rate coupon and receives a floating-rate coupon, effectively converting the fixed-rate Advance to a floating-rate Advance. These types of hedges are treated as fair value hedges.

When issuing a putable Advance, the FHLBank effectively purchases a put option from the member that allows the FHLBank to put or extinguish the fixed-rate Advance, which the FHLBank normally would exercise when interest rates increase. The FHLBank may hedge these Advances by entering into a cancelable derivative.

Mortgage Loans – The FHLBank invests in fixed rate mortgage loans. The prepayment options embedded in mortgage loans can result in extensions or contractions in the expected repayment of these investments, depending on changes in estimated prepayment speeds. The FHLBank may manage the interest rate and prepayment risks associated with mortgages through a combination of debt issuance and derivatives. The FHLBank issues both callable and noncallable debt and prepayment linked Consolidated Obligations to achieve cash flow patterns and liability durations similar to those expected on the mortgage loans. The FHLBank is also permitted to use derivatives to match the expected prepayment characteristics of the mortgages, although to date it has not done so.

Firm Commitment Strategies – Certain mortgage purchase commitments are considered derivatives. The FHLBank normally hedges these commitments by selling to-be-announced (TBA) mortgage-backed securities for forward settlement. A TBA represents a forward contract for the sale of mortgage-backed securities at a future agreed upon date for an established price.

The mortgage purchase commitment and the TBA used in the firm commitment hedging strategy (economic hedge) are recorded as a derivative asset or derivative liability at fair value, with changes in fair value recognized in the current period earnings. When the mortgage purchase commitment derivative settles, the current market value of the commitment is included in the basis of the mortgage loan and amortized accordingly.

Investments – The FHLBank invests in certificates of deposit, bank notes, U.S. Treasury obligations, government-sponsored enterprise debt securities, mortgage-backed securities, and the taxable portion of state or local housing finance agency obligations, which may be classified as held-to-maturity, available-for-sale or trading securities. The interest rate and prepayment risks associated with these investment securities are managed through a combination of debt issuance and, possibly, derivatives. The FHLBank may manage the prepayment and interest rate risk by funding investment securities with Consolidated Obligations that have call features or by hedging the prepayment risk with caps or floors, callable swaps or swaptions.

Managing Credit Risk on Derivatives

The FHLBank is subject to credit risk due to nonperformance by counterparties to its derivative agreements. The degree of counterparty risk depends on the extent to which master netting arrangements are included in the contracts to mitigate the risk. The FHLBank manages counterparty credit risk through credit analysis, collateral requirements and adherence to the requirements set forth in FHLBank policies and Finance Agency Regulations. Based on credit analyses and collateral requirements at June 30, 2010, the management of the FHLBank does not anticipate any credit losses on its derivative agreements. See Note 17 for discussion regarding the FHLBank’s fair value methodology for derivative assets/liabilities, including the evaluation of the potential for the fair value of these instruments to be affected by counterparty credit risk.

The contractual or notional amount of derivatives reflects the involvement of the FHLBank in the various classes of financial instruments. The notional amount of derivatives does not measure the credit risk exposure of the FHLBank, and the maximum credit exposure of the FHLBank is substantially less than the notional amount. The FHLBank requires collateral agreements on all derivatives, which establish collateral delivery thresholds. The maximum credit risk is the estimated cost of replacing interest rate swaps, forward rate agreements, and mandatory delivery contracts for mortgage loans that have a net positive market value, assuming the counterparty defaults and the related collateral, if any, is of no value to the FHLBank. The FHLBank has not sold or repledged the collateral it received.

As of June 30, 2010 and December 31, 2009, the FHLBank’s maximum credit risk, as defined above, was approximately $4,983,000 and $40,668,000, respectively. These totals include $395,000 and $30,518,000 of net accrued interest receivable. In determining maximum credit risk, the FHLBank considers accrued interest receivables and payables, and the legal right to offset derivative assets and liabilities, by counterparty. The FHLBank held $1,701,000 and $31,603,000 of cash as collateral as of June 30, 2010 and December 31, 2009, for net uncollateralized balances of $3,282,000 and $9,065,000, respectively. The FHLBank held no securities as collateral as of June 30, 2010 and December 31, 2009. Additionally, collateral related to derivatives with member institutions can include collateral assigned to the FHLBank, as evidenced by a written security agreement, and held by the member institution for the benefit of the FHLBank.

Certain of the FHLBank’s interest rate swap contracts contain provisions that require the FHLBank to post additional collateral with its counterparties if there is deterioration in the FHLBank’s credit rating. If the FHLBank’s credit rating were lowered by a major credit rating agency, the FHLBank could be required to deliver additional collateral. The aggregate fair value of all interest rate swaps with credit-risk-related contingent features that were in a liability position at June 30, 2010 was $779,849,000, for which the FHLBank had posted collateral of $541,024,000 in the normal course of business, resulting in a net balance of $238,825,000. If the FHLBank’s credit ratings had been lowered from its current rating to the next lower rating, the FHLBank would have been required to deliver up to an additional $132,500,000 of collateral (at fair value) to its derivatives counterparties at June 30, 2010. However, the FHLBank’s credit ratings have not changed during the previous 12 months.

The FHLBank transacts most of its derivatives with large banks and major broker-dealers. Some of these banks and broker-dealers or their affiliates buy, sell, and distribute Consolidated Obligations. The FHLBank is not a derivatives dealer and thus does not trade derivatives for short-term profit.

Financial Statement Effect and Additional Financial Information

The notional amount of derivatives serves as a factor in determining periodic interest payments or cash flows received and paid. As indicated above, the notional amount represents neither the actual amounts exchanged nor the overall exposure of the FHLBank to credit and market risk. The risks of derivatives only can be measured meaningfully on a portfolio basis that takes into account the derivatives, the items being hedged and any offsets between the two.

The following tables summarize the fair value of the FHLBank’s derivative instruments without the effect of netting arrangements or collateral (in thousands). For purposes of this disclosure, the derivative values include accrued interest on the instruments.


	June 30, 2010
	Notional
	Amount of		Derivative			Derivative
	Derivatives		Assets			Liabilities
Derivatives designated as fair value hedging instruments:
Interest rate swaps	$	20,497,350	$	133,860		$	(903,322	)

Derivatives not designated as hedging instruments:
Interest rate swaps		1,384,000		4,490			(11,043	)
Forward rate agreements		5,000		-			(23	)
Mortgage delivery commitments		98,003		1,149			(19	)

Total derivatives not designated as hedging instruments		1,487,003		5,639			(11,085	)


Total derivatives before netting and collateral adjustments	$	21,984,353		139,499			(914,407	)


Netting adjustments				(134,516	)		134,516
Cash collateral and related accrued interest				(1,701	)		541,024

Total collateral and netting adjustments ⁽¹⁾				(136,217	)		675,540

Derivative assets and derivative liabilities as reported on the Statement of Condition			$	3,282		$	(238,867	)


	December 31, 2009
	Notional
	Amount of		Derivative			Derivative
	Derivatives		Assets			Liabilities
Derivatives designated as fair value hedging instruments:
Interest rate swaps	$	28,460,850	$	181,621		$	(824,187	)

Derivatives not designated as hedging instruments:
Interest rate swaps		384,000		6,206			(8,053	)
Mortgage delivery commitments		79,391		20			(817	)

Total derivatives not designated as hedging instruments		463,391		6,226			(8,870	)


Total derivatives before netting and collateral adjustments	$	28,924,241		187,847			(833,057	)


Netting adjustments				(147,179	)		147,179
Cash collateral and related accrued interest				(31,603	)		457,681

Total collateral and netting adjustments ⁽¹⁾				(178,782	)		604,860

Derivative assets and derivative liabilities as reported on the Statement of Condition			$	9,065		$	(228,197	)

(1)

Amounts represent the effects of legally enforceable master netting agreements that allow the FHLBank to settle positive and negative positions and of cash collateral held or placed with the same counterparties.

The following table presents the components of net (losses) gains on derivatives and hedging activities as presented in the Statements of Income for the dates indicated (in thousands):


	Three Months Ended June 30,
	2010			2009
Derivatives and hedged items in fair value hedging relationships:
Interest rate swaps	$	(2,837	)	$	2,582

Derivatives not designated as hedging instruments:
Economic Hedges:
Interest rate swaps		(3,897	)		1,748
Forward rate agreements		(23	)		4,601
Net interest settlements		811			454

Mortgage delivery commitments		2,872			(5,992	)


Total net (loss) gain related to derivatives not designated as hedging instruments		(237	)		811


Net (loss) gain on derivatives and hedging activities	$	(3,074	)	$	3,393


	Six Months Ended June 30,
	2010			2009
Derivatives and hedged items in fair value hedging relationships:
Interest rate swaps	$	(1,094	)	$	7,352

Derivatives not designated as hedging instruments:
Economic Hedges:
Interest rate swaps		(5,423	)		4,032
Forward rate agreements		(23	)		3,146
Net interest settlements		1,379			738

Mortgage delivery commitments		4,043			(7,317	)


Total net (loss) gain related to derivatives not designated as hedging instruments		(24	)		599


Net (loss) gain on derivatives and hedging activities	$	(1,118	)	$	7,951

The following table presents, by type of hedged item, the gains (losses) on derivatives and the related hedged items in fair value hedging relationships and the impact of those derivatives on the FHLBank’s net interest income for the dates indicated (in thousands):


	Three Months Ended June 30,
										Effect of
	Gain/(Loss)			Gain/(Loss)			Net Fair			Derivatives on
	on			on Hedged			Value Hedge			Net Interest
	Derivative			Item			Ineffectiveness			Income⁽¹⁾
2010
Hedged Item Type:
Advances	$	(93,323	)	$	90,209		$	(3,114	)	$	(113,839	)
Consolidated Bonds		2,582			(2,305	)		277			30,331


	$	(90,741	)	$	87,904		$	(2,837	)	$	(83,508	)


2009
Hedged Item Type:
Advances	$	233,512		$	(228,151	)	$	5,361		$	(130,855	)
Consolidated Bonds		(24,865	)		22,086			(2,779	)		37,598


	$	208,647		$	(206,065	)	$	2,582		$	(93,257	)


	Six Months Ended June 30,
										Effect of
	Gain/(Loss)			Gain/(Loss)			Net Fair			Derivatives on
	on			on Hedged			Value Hedge			Net Interest
	Derivative			Item			Ineffectiveness			Income⁽¹⁾
2010
Hedged Item Type:
Advances	$	(95,537	)	$	93,259		$	(2,278	)	$	(233,088	)
Consolidated Bonds		4,796			(3,612	)		1,184			73,940


	$	(90,741	)	$	89,647		$	(1,094	)	$	(159,148	)


2009
Hedged Item Type:
Advances	$	349,963		$	(346,765	)	$	3,198		$	(240,915	)
Consolidated Bonds		(55,625	)		59,779			4,154			71,597


	$	294,338		$	(286,986	)	$	7,352		$	(169,318	)

(1)

The net interest on derivatives in fair value hedge relationships is included in the interest income/expense line item of the respective hedged item.

Note 10—Deposits

The following table details interest bearing and non-interest bearing deposits with the FHLBank at the dates indicated (in thousands):


	June 30, 2010			December 31, 2009

Interest bearing:
Demand and overnight		$	1,331,922		$	1,969,815
Term			254,325			80,200
Other			22,233			26,811


Total interest bearing			1,608,480			2,076,826


Non-interest bearing:
Other			6,534			7,995


Total non-interest bearing			6,534			7,995


Total deposits		$	1,615,014		$	2,084,821

The average interest rates paid on interest bearing deposits were 0.10 percent and 0.11 percent in the three months ended June 30, 2010 and 2009, respectively, and 0.08 percent and 0.14 percent in the six months ended June 30, 2010 and 2009, respectively.

The aggregate amount of time deposits with a denomination of $100 thousand or more were (in thousands) $254,325 and $80,150 as of June 30, 2010 and December 31, 2009.

Note 11—Consolidated Obligations

Interest Rate Payment Terms. The following table details Consolidated Bonds by interest rate payment type (in thousands):


	June 30, 2010			December 31, 2009
Par value of Consolidated Bonds:
Fixed-rate		$	33,947,713		$	40,087,689
Variable-rate			1,000,000			1,000,000


Total par value		$	34,947,713		$	41,087,689

Redemption Terms. The following is a summary of the FHLBank’s participation in Consolidated Bonds outstanding at the dates indicated by year of contractual maturity (dollars in thousands):


	June 30, 2010					December 31, 2009
				Weighted					Weighted
				Average					Average
				Interest					Interest
Year of Contractual Maturity	Amount			Rate		Amount			Rate

Due in 1 year or less	$	11,659,750		1.91	%	$	14,319,000		1.80	%
Due after 1 year through 2 years		5,111,000		2.80			6,666,750		2.47
Due after 2 years through 3 years		4,869,050		3.17			6,048,600		3.11
Due after 3 years through 4 years		3,341,000		3.46			3,946,450		3.44
Due after 4 years through 5 years		2,451,500		3.48			2,422,500		3.78
Thereafter		7,331,000		4.31			7,477,000		4.44
Index amortizing notes		184,413		4.99			207,389		4.99


Total par value		34,947,713		3.00			41,087,689		2.87

Premiums		62,990					62,871
Discounts		(26,971	)				(28,955	)
Deferred net loss on terminated hedges		253					524
Hedging adjustments		103,911					100,461


Total	$	35,087,896				$	41,222,590

The FHLBank’s Consolidated Bonds outstanding at the dates indicated included (in thousands):


	June 30, 2010		December 31, 2009
Par value of Consolidated Bonds:
Non-callable/nonputable	$	24,202,713		$	28,256,689
Callable		10,745,000			12,831,000


Total par value	$	34,947,713		$	41,087,689

The following table summarizes Consolidated Bonds outstanding at the dates indicated by year of contractual maturity or next call date (in thousands):


	June 30,		December 31,
Year of Contractual Maturity or Next Call Date	2010		2009

Due in 1 year or less	$	19,235,750	$	24,630,000
Due after 1 year through 2 years		5,878,000		6,516,750
Due after 2 years through 3 years		3,676,050		3,703,600
Due after 3 years through 4 years		2,064,000		2,336,450
Due after 4 years through 5 years		1,435,500		1,271,500
Thereafter		2,474,000		2,422,000
Index amortizing notes		184,413		207,389


Total par value	$	34,947,713	$	41,087,689

Consolidated Discount Notes. Consolidated 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 less than their face amount and redeemed at par value when they mature. The FHLBank’s participation in Consolidated Discount Notes was as follows (dollars in thousands):


					Weighted Average
	Book Value		Par Value		Interest Rate⁽¹⁾

June 30, 2010	$	25,519,958	$	25,523,490		0.13	%

December 31, 2009	$	23,186,731	$	23,188,797		0.08	%

(1)

Represents an implied rate.

Note 12—Affordable Housing Program (AHP)

The following table presents changes in the AHP liability for the six months ended June 30, 2010 (in thousands):


Balance at December 31, 2009	$	98,341
Expense (current year additions)		10,433
Subsidy uses, net		(15,102	)


Balance at June 30, 2010	$	93,672

Note 13—Capital

The following table demonstrates the FHLBank’s compliance with the Finance Agency’s capital requirements at the dates indicated (dollars in thousands):


	June 30, 2010				December 31, 2009
	Required		Actual		Required		Actual
Regulatory capital requirements:
Risk-based capital	$	573,814	$	3,940,447	$	389,380	$	4,150,734
Capital-to-assets ratio		4.00%		5.90%		4.00%		5.81%
Regulatory capital	$	2,672,792	$	3,940,447	$	2,855,465	$	4,150,734
Leverage capital-to-assets ratio		5.00%		8.85%		5.00%		8.72%
Leverage capital	$	3,340,990	$	5,910,671	$	3,569,332	$	6,226,101

As of June 30, 2010 and December 31, 2009, the FHLBank had (in thousands) $396,059 and $675,479 in capital stock classified as mandatorily redeemable on its Statements of Condition. At the dates indicated, these balances were comprised as follows:


	June 30, 2010				December 31, 2009
	Number of				Number of
	Stockholders		Amount		Stockholders		Amount
Capital stock subject to mandatory redemption due to:
Withdrawals⁽¹⁾		17	$	396,059		18	$	596,366
Other redemptions		-		-		5		79,113


Total		17	$	396,059		23	$	675,479


(1)		Withdrawals primarily include members that attain non-member status by merger or acquisition, charter termination, or involuntary termination of membership.

The following table provides the dollar amounts (in thousands) for activities recorded in mandatorily redeemable capital stock for the noted period:


Balance, December 31, 2009	$	675,479
Capital stock subject to mandatory redemption reclassified from equity:
Withdrawals		806
Other redemptions		6,755
Redemption (or other reduction) of mandatorily redeemable capital stock:
Withdrawals		(201,113	)
Other redemptions		(85,868	)


Balance, June 30, 2010	$	396,059

The following table shows the amount of mandatorily redeemable capital stock by year of redemption at the dates indicated (in thousands):


Contractual Year of Redemption	June 30, 2010			December 31, 2009
Due in 1 year or less		$	10,568		$	7,025
Due after 1 year through 2 years			1,935			7,231
Due after 2 years through 3 years			52,969			48,269
Due after 3 years through 4 years			2,252			9,375
Due after 4 years through 5 years			328,335			603,579


Total par value		$	396,059		$	675,479

Capital Concentration. The following table presents holdings of five percent or more of the FHLBank’s total Class B stock, including mandatorily redeemable capital stock, outstanding at the dates indicated and includes stock held by any known affiliates that are members of the FHLBank (dollars in millions):


June 30, 2010
			Percent
Name	Balance		of Total

U.S. Bank, N.A.	$	591		17	%
Fifth Third Bank		401		11
PNC Bank, N.A. ⁽¹⁾		278		8
KeyBank, N.A.		179		5


Total	$	1,449		41	%


December 31, 2009
			Percent
Name	Balance		of Total

U.S. Bank, N.A.	$	591		16	%
PNC Bank, N.A. ⁽¹⁾		404		11
Fifth Third Bank		401		11
The Huntington National Bank		241		6


Total	$	1,637		44	%


(1)		Formerly National City Bank.

Note 14—Comprehensive Income

The following table shows the FHLBank’s comprehensive income for the three and six months ended June 30, 2010 and 2009 (in thousands):


	Three Months Ended June 30,					Six Months Ended June 30,
	2010			2009		2010			2009

Net income	$	41,026		$	74,348	$	83,761		$	157,774

Other comprehensive income:
Net unrealized (loss) gain on available-for-sale securities		(359	)		644		(178	)		24
Pension and postretirement benefits		226			157		451			313

Total other comprehensive income		(133	)		801		273			337

Total comprehensive income	$	40,893		$	75,149	$	84,034		$	158,111

Note 15—Employee Retirement Plans

The FHLBank participates in the Pentegra Defined Benefit Plan for Financial Institutions (Pentegra Defined Benefit Plan), a tax-qualified defined benefit pension plan. The plan covers substantially all officers and employees of the FHLBank. Funding and administrative costs of the Pentegra Defined Benefit Plan charged to other operating expenses were $784,000 and $814,000 in the three months ended June 30, 2010 and 2009, respectively, and $1,568,000 and $1,627,000 in the six months ended June 30, 2010 and 2009, respectively.

The FHLBank also participates in the Pentegra Defined Contribution Plan for Financial Institutions, a tax-qualified defined contribution pension plan. The FHLBank contributes a percentage of the participants’ compensation by making a matching contribution equal to a percentage of voluntary employee contributions, subject to certain limitations. The FHLBank

contributed $181,000 and $159,000 to this Plan in the three months ended June 30, 2010 and 2009, respectively, and $486,000 and $458,000 in the six months ended June 30, 2010 and 2009, respectively.

The FHLBank has a Benefit Equalization Plan (BEP). The BEP is a non-qualified supplemental retirement plan which restores those pension benefits that would be available under the defined benefit plan (and, until December 2009, also restored benefits that would be available under the defined contribution plan) were it not for legal limitations on such benefits. The defined contribution feature of the BEP was terminated in December 2009. The FHLBank also sponsors a fully insured postretirement benefits plan that includes health care and life insurance benefits for eligible retirees.

The FHLBank’s contributions to the defined contribution feature of the BEP used the same matching rules as the qualified defined contribution plan discussed above as well as the market related earnings. The FHLBank’s contributions for the three and six months ended June 30 were (in thousands):


	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2010			2009		2010			2009

Matching contributions	$	-		$	30	$	-		$	67
Market related (losses) earnings		(246	)		410		(127	)		153

Net	$	(246	)	$	440	$	(127	)	$	220

Components of the net periodic benefit cost for the defined benefit feature of the BEP and the postretirement benefits plan for the three and six months ended June 30 were (in thousands):


	Three Months Ended June 30,
					Postretirement
	BEP				Benefits Plan
	2010		2009		2010		2009
Net Periodic Benefit Cost
Service cost	$	127	$	110	$	11	$	16
Interest cost		293		273		49		51
Amortization of unrecognized net loss		226		157		-		-

Net periodic benefit cost	$	646	$	540	$	60	$	67


	Six Months Ended June 30,
					Postretirement
	BEP				Benefits Plan
	2010		2009		2010		2009
Net Periodic Benefit Cost
Service cost	$	255	$	220	$	23	$	29
Interest cost		587		547		97		96
Amortization of unrecognized net loss		451		313		-		-

Net periodic benefit cost	$	1,293	$	1,080	$	120	$	125

Note 16—Segment Information

The FHLBank has identified two primary operating segments based on its method of internal reporting: Traditional Member Finance and the Mortgage Purchase Program. These segments reflect the FHLBank’s two primary Mission Asset Activities and the manner in which they are managed from the perspective of development, resource allocation, product delivery, pricing, credit risk and operational administration. The segments identify the primary ways the FHLBank provides services to member stockholders.

The following tables set forth the FHLBank’s financial performance by operating segment for the three and six months ended June 30, 2010 and 2009 (in thousands):


		Three Months Ended June 30,

	Traditional Member			Mortgage Purchase
		Finance			Program			Total
2010
Net interest income		$	43,524		$	20,371		$	63,895
Other income			1,892			2,850			4,742
Other expenses			10,398			1,885			12,283


Income before assessments			35,018			21,336			56,354


Affordable Housing Program			3,330			1,742			5,072
REFCORP			6,337			3,919			10,256


Total assessments			9,667			5,661			15,328


Net income		$	25,351		$	15,675		$	41,026


Average assets		$	58,572,385		$	8,952,327		$	67,524,712


Total assets		$	57,991,309		$	8,828,485		$	66,819,794


2009
Net interest income		$	69,183		$	39,462		$	108,645
Other income (loss)			6,631			(1,388	)		5,243
Other expenses			10,726			1,843			12,569


Income before assessments			65,088			36,231			101,319


Affordable Housing Program			5,427			2,958			8,385
REFCORP			11,931			6,655			18,586


Total assessments			17,358			9,613			26,971


Net income		$	47,730		$	26,618		$	74,348


Average assets		$	75,056,684		$	9,880,652		$	84,937,336


Total assets		$	69,943,676		$	9,733,597		$	79,677,273


		Six Months Ended June 30,

	Traditional Member			Mortgage Purchase
		Finance			Program			Total
2010
Net interest income		$	85,170		$	46,986		$	132,156
Other income			4,307			4,023			8,330
Other expenses			21,501			3,851			25,352


Income before assessments			67,976			47,158			115,134


Affordable Housing Program			6,583			3,850			10,433
REFCORP			12,278			8,662			20,940


Total assessments			18,861			12,512			31,373


Net income		$	49,115		$	34,646		$	83,761


Average assets		$	61,313,102		$	9,090,799		$	70,403,901


Total assets		$	57,991,309		$	8,828,485		$	66,819,794


2009
Net interest income		$	160,450		$	61,094		$	221,544
Other income (loss)			22,187			(4,162	)		18,025
Other expenses			21,026			3,551			24,577


Income before assessments			161,611			53,381			214,992


Affordable Housing Program			13,417			4,358			17,775
REFCORP			29,638			9,805			39,443


Total assessments			43,055			14,163			57,218


Net income		$	118,556		$	39,218		$	157,774


Average assets		$	80,819,354		$	9,498,047		$	90,317,401


Total assets		$	69,943,676		$	9,733,597		$	79,677,273

Note 17—Fair Value Disclosures

The fair value amounts recorded on the Statement of Condition and presented in the related note disclosures have been determined by the FHLBank using available market information and the FHLBank’s best judgment of appropriate valuation methods. These estimates are based on pertinent information available to the FHLBank as of June 30, 2010 and December 31, 2009. The fair values reflect the FHLBank’s judgment of how a market participant would estimate the fair values.

The Fair Value Summary Table included in this note does not represent an estimate of the overall market value of the FHLBank as a going concern, which would take into account future business opportunities and the net profitability of assets versus liabilities.

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

FAIR VALUE SUMMARY TABLE


	June 30, 2010						December 31, 2009
	Carrying						Carrying
Financial Instruments	Value			Fair Value			Value			Fair Value

Assets:
Cash and due from banks	$	3,184,862		$	3,184,862		$	1,807,343		$	1,807,343
Interest-bearing deposits		117			117			126			126
Securities purchased under resale agreements		1,500,000			1,500,000			100,000			100,000
Federal funds sold		5,385,000			5,385,000			2,150,000			2,150,000
Trading securities		2,567			2,567			3,802,013			3,802,013
Available-for-sale securities		3,899,458			3,899,458			6,669,636			6,669,636
Held-to-maturity securities		11,274,672			11,828,169			11,471,081			11,837,712
Advances		32,602,527			32,859,187			35,818,425			35,977,680
Mortgage loans held for portfolio, net		8,789,603			9,279,939			9,365,752			9,617,913
Accrued interest receivable		139,683			139,683			151,690			151,690
Derivative assets		3,282			3,282			9,065			9,065

Liabilities:
Deposits		(1,615,014	)		(1,614,806	)		(2,084,821	)		(2,084,975	)
Consolidated Obligations:
Discount Notes		(25,519,958	)		(25,519,666	)		(23,186,731	)		(23,187,365	)
Bonds		(35,087,896	)		(36,069,867	)		(41,222,590	)		(41,836,797	)
Mandatorily redeemable capital stock		(396,059	)		(396,059	)		(675,479	)		(675,479	)
Accrued interest payable		(231,094	)		(231,094	)		(309,007	)		(309,007	)
Derivative liabilities		(238,867	)		(238,867	)		(228,197	)		(228,197	)

Other:
Commitments to extend credit for Advances		-			9			-			-
Standby bond purchase agreements		-			2,574			-			1,947

Fair Value Hierarchy. The FHLBank records trading securities, available-for-sale securities, derivative assets and derivative liabilities at fair value. The fair value hierarchy is used to prioritize the inputs of valuation techniques used to measure fair value for assets and liabilities carried at fair value on the Statements of Condition. The inputs are evaluated and an overall level for the measurement is determined. This overall level is an indication of how market observable the fair value measurement is.

Outlined below is the application of the fair value hierarchy to the FHLBank’s financial assets and financial liabilities that are carried at fair value.

Level 1 – defined as those instruments for which inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 – defined as those instruments for which inputs to the valuation methodology include quoted prices for similar instruments in active markets, and for which inputs are observable, either directly or indirectly, for substantially the full term of the financial instrument. The FHLBank’s trading securities, available-for-sale securities and derivative instruments are considered Level 2 instruments based on the inputs utilized to derive fair value.

Level 3 – defined as those instruments for which inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The FHLBank utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs.

For instruments carried at fair value, the FHLBank reviews the fair value hierarchy classifications on a quarterly basis. Changes in the observability of the valuation attributes may result in a reclassification of certain financial assets or liabilities. Such reclassifications are reported as transfers in/out at fair value as of the beginning of the quarter in which the changes occur. The FHLBank did not have any transfers during the six months ended June 30, 2010 or 2009.

Valuation Techniques and Significant Inputs. The following valuation techniques and significant inputs are used to determine fair value.

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

Interest-bearing deposits: The fair value is determined based on each security’s quoted prices, excluding accrued interest, as of the last business day of the period.

Securities purchased under agreements to resell: The fair value approximates the carrying value.

Federal funds sold: The fair value of overnight Federal funds sold approximates the carrying value. The fair value of term Federal funds sold is determined by calculating the present value of the expected future cash flows. The discount rates used in these calculations are the rates for Federal funds with similar terms, as approximated by adding an estimated current spread to the LIBOR swap curve for Federal funds with similar terms. The fair value excludes accrued interest.

Trading securities: The FHLBank’s trading portfolio consists of discount notes issued by Freddie Mac and/or Fannie Mae (non-mortgage-backed securities) and mortgage-backed securities issued by Ginnie Mae. Quoted market prices in active markets are not available for these securities.

In general, in order to determine the fair value of its non-mortgage backed securities, the FHLBank uses either (a) an income approach based on a market-observable interest rate curve that may be adjusted for a spread, or (b) prices received from pricing services. The income approach uses indicative fair values derived from a discounted cash flow methodology. The FHLBank believes that both methodologies result in fair values that are reasonable and similar in all material respects based on the nature of the financial instruments being measured.

For its discount notes issued by Freddie Mac and/or Fannie Mae, the FHLBank determines the fair value using the income approach.

For mortgage-backed securities, the FHLBank’s valuation technique incorporates prices from up to four designated third-party pricing vendors when available. These pricing vendors use methods that generally employ, but are not limited to, benchmark yields, recent trades, dealer estimates, valuation models, benchmarking of like securities, sector groupings, and/or matrix pricing. The FHLBank establishes a price for each mortgage-backed security using a formula that is based upon the number of prices received. If four prices are received, the average of the middle two prices is used; if three prices are

received, the middle price is used; if two prices are received, the average of the two prices is used; and if one price is received, it is used subject to some type of validation as described below. The computed prices are tested for reasonableness using specified tolerance thresholds. Computed prices within 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 (including those limited instances in which only one price is received), are subject to further analysis, including but not limited to, a comparison to the prices for similar securities and/or to non-binding dealer estimates or use of an internal model that is deemed most appropriate after consideration of all relevant facts and circumstances that a market participant would consider.

As of June 30, 2010, all of the FHLBank’s mortgage-backed securities holdings were priced using this valuation technique. The relative lack of dispersion among the vendor prices received for each of the securities supported the FHLBank’s conclusion that the final computed prices are reasonable estimates of fair value.

Available-for-sale securities: The FHLBank’s available-for-sale portfolio consists of certificates of deposit. Quoted market prices in active markets are not available for these securities. Therefore, the fair value is determined based on each security’s indicative fair value obtained from a third-party vendor. The FHLBank performs several validation steps in order to verify the accuracy and reasonableness of these fair values. These steps may include, but are not limited to, a detailed review of instruments with significant periodic price changes and a derived fair value from an option-adjusted discounted cash flow methodology using market-observed inputs for the interest rate environment and similar instruments.

The following table presents the significant inputs (either an interest rate curve and a discount spread, if applicable, or the price received from the pricing service) used to measure the fair value for each class of non-mortgage-backed security investment carried at fair value as of June 30, 2010 (in thousands).


	Interest Rate Curve/	Spread Range to
	Pricing Services	the Interest Rate Curve	Fair Value

Certificates of deposit	Pricing Services	N/A	$	3,899,458

Held-to-maturity securities: The FHLBank’s held-to-maturity portfolio consists of U.S. Treasury obligations, discount notes issued by Freddie Mac and/or Fannie Mae, taxable municipal bonds, and mortgage-backed securities. Quoted market prices are not available for these securities. The fair value for each individual mortgage-backed security and collateralized mortgage obligation is determined by using the third-party vendor approach described above. The fair value for U.S. Treasury obligations and discount notes is determined using the income approach described above. The fair value for taxable municipal bonds is determined based on each security’s indicative market price obtained from a third-party vendor excluding accrued interest. The FHLBank uses various techniques to validate the fair values received from third-party vendors for accuracy and reasonableness.

Advances: The FHLBank determines the fair values of Advances by calculating the present value of expected future cash flows from the Advances excluding accrued interest. The discount rates used in these calculations are the replacement rates for Advances with similar terms, as approximated either by adding an estimated current spread to the LIBOR swap curve or by using current indicative market yields, as indicated by the FHLBank’s pricing methodologies for Advances with similar current terms. Advance pricing is determined based on the FHLBank’s rates on Consolidated Obligations. In accordance with Finance Agency Regulations, Advances with a maturity and repricing period greater than six months require a prepayment fee sufficient to make the FHLBank financially indifferent to the borrower’s decision to prepay the Advances. Therefore, the fair value of Advances does not assume prepayment risk.

For swapped option-based Advances, the fair value is determined (independently of the related derivative) by the discounted cash flow methodology based on the LIBOR swap curve and forward rates at year end adjusted for the estimated current spread on new swapped Advances to the swap curve. For swapped Advances with a conversion option, the conversion option is valued by taking into account the LIBOR swap curve and forward rates at year end and the market’s expectations of future interest rate volatility implied from current market prices of similar options.

Mortgage loans held for portfolio, net: The fair values of mortgage loans are determined based on quoted market prices offered to approved members as indicated by the FHLBank’s Mortgage Purchase Program pricing methodologies for mortgage loans with similar current terms excluding accrued interest. The quoted prices offered to members are based on Fannie Mae price indications on to-be-announced mortgage-backed securities and FHA price indications on government-guaranteed loans; the FHLBank then adjusts these indicative prices to account for particular features of the FHLBank’s Mortgage Purchase Program that differ from the Fannie Mae and FHA securities. These features include, but may not be limited to:

	§		the Mortgage Purchase Program’s credit enhancements; and

	§		marketing adjustments that reflect the FHLBank’s cooperative business model, and preferences for particular kinds of loans and mortgage note rates.

These prices, however, can change rapidly based upon market conditions and are highly dependent upon the underlying prepayment assumptions.

Accrued interest receivable and payable: The fair value approximates the carrying value.

Derivative assets/liabilities: The FHLBank’s derivative assets/liabilities consists of interest rate swaps and mortgage delivery commitments. The FHLBank’s interest rate swaps are not listed on an exchange. Therefore, the FHLBank determines the fair value of each individual interest rate swap using market value models that use readily observable market inputs as their basis (inputs that are actively quoted and can be validated to external sources). The FHLBank uses a mid-market pricing convention as a practical expedient for fair value measurements within a bid-ask spread. These models reflect the contractual terms of the interest rate swaps, including the period to maturity, as well as the significant inputs noted below. The fair value determination uses the standard valuation technique of discounted cash flow analysis.

The FHLBank performs several validation steps to verify the reasonableness of the fair value output generated by the primary market value model. In addition to an annual model validation, the FHLBank prepares a monthly reconciliation of the model’s fair values to estimates of fair values provided by the derivative counterparties and to another third-party model. The FHLBank believes these processes provide a reasonable basis for it to place continued reliance on the derivative fair values generated by the primary model.

The FHLBank determines the fair value of mortgage delivery commitments using market prices from the TBA/mortgage-backed security market or TBA/Ginnie Mae market and adjustments noted below.

The discounted cash flow analysis utilizes market-observable inputs (inputs that are actively quoted and can be validated to external sources). Inputs by class of derivative are as follows:

Interest-rate swaps:

	§		LIBOR swap curve; and

	§		Volatility assumption. Market-based expectations of future interest rate volatility implied from current market prices for similar options.

Mortgage delivery commitments:

TBA price. Market-based prices of TBAs by coupon class and expected term until settlement, adjusted to reflect the contractual terms of the mortgage delivery commitments, similar to the mortgage loans held for portfolio process. The adjustments to the market prices are market observable, or can be corroborated with observable market data.

The FHLBank is subject to credit risk in derivatives transactions due to potential nonperformance by the derivatives counterparties all of which are highly rated institutions. To mitigate this risk, the FHLBank has entered into master netting agreements with all of its derivative counterparties. In addition, to limit the FHLBank’s net unsecured credit exposure to these counterparties, the FHLBank has entered into bilateral security agreements with all active derivatives dealer counterparties that provide for delivery of collateral at specified levels tied to counterparty credit ratings. The FHLBank has evaluated the potential for the fair value of the instruments to be impacted by counterparty credit risk and has determined that no adjustments were significant or necessary to the overall fair value measurements at June 30, 2010 or December 31, 2009.

The fair values of the FHLBank’s derivatives 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 FHLBank’s master netting agreements. If these netted amounts are positive, they are classified as an asset and if negative, they are classified as a liability.

Deposits: The FHLBank determines the fair values of FHLBank deposits with fixed rates 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 the cost of deposits with similar terms.

Consolidated Obligations: The FHLBank determines the fair values of Discount Notes by calculating the present value of expected future cash flows from the Discount Notes excluding accrued interest. The discount rates used in these calculations are current replacement rates for Discount Notes with similar current terms, as approximated by adding an estimated current spread to the LIBOR swap curve. Each month’s cash flow is discounted at that month’s replacement rate.

The FHLBank determines the fair values of non-callable Consolidated Obligation Bonds (both unswapped and swapped) by calculating the present value of scheduled future cash flows from the bonds excluding accrued interest. The discount rates used in these calculations are estimated current market yields, as indicated by the Office of Finance, for bonds with similar current terms.

The FHLBank determines the fair values of callable Consolidated Obligation Bonds (both unswapped and swapped) by calculating the present value of expected future cash flows from the bonds excluding accrued interest. The fair values are determined by the discounted cash flow methodology based on the LIBOR swap curve and forward rates adjusted for the estimated spread on new callable bonds to the swap curve and based on the market’s expectations of future interest rate volatility implied from current market prices of similar options.

Adjustments may be necessary to reflect the 12 FHLBanks’ credit quality when valuing Consolidated Obligation Bonds measured at fair value. Due to the joint and several liability for Consolidated Obligations, the FHLBank monitors its own creditworthiness and the creditworthiness of the other FHLBanks to determine whether any credit adjustments are necessary in its fair value measurement of Consolidated Obligation Bonds. The credit ratings of the FHLBanks and any changes to these credit ratings are the basis for the FHLBanks to determine whether the fair values of Consolidated Obligation Bonds have been significantly affected during the reporting period by changes in the instrument-specific credit risk. The FHLBank had no adjustments during the six months ended June 30, 2010 or 2009.

Mandatorily redeemable capital stock: The fair value of capital subject to mandatory redemption is par value for the dates presented as indicated by member contemporaneous purchases and sales at par value. FHLBank stock can only be acquired by members at par value and redeemed at par value. FHLBank stock is not traded and no market mechanism exists for the exchange of stock outside the cooperative structure.

Commitments: The fair values of standby bond purchase agreements are based on the present value of the estimated fees taking into account the remaining terms of the agreements.

Subjectivity of estimates. Estimates of the fair values of Advances with options, mortgage instruments, derivatives with embedded options and bonds with options using the methods described above and other methods are highly subjective and require judgments regarding significant matters such as the amount and timing of future cash flows, prepayment speeds, interest rate volatility, distributions of future interest rates used to value options, and discount rates that appropriately reflect market and credit risks. The judgments also include the parameters, methods, and assumptions used in models to value the options. The use of different assumptions could have a material effect on the fair value estimates. Since these estimates are made as of a specific point in time, they are susceptible to material near term changes.

Fair Value on a Recurring Basis. The following table presents for each hierarchy level, the FHLBank’s assets and liabilities that were measured at fair value on its Statements of Condition at the dates indicated (in thousands):


	Fair Value Measurements at June 30, 2010
								Netting
								Adjustment
								and Cash
	Level 1		Level 2			Level 3		Collateral		⁽¹⁾	Total
Assets
Trading securities:
Other U.S. obligation residential mortgage-backed securities	$	-	$	2,567		$	-	$	-		$	2,567
Available-for-sale securities:
Certificates of deposit		-		3,899,458			-		-			3,899,458
Derivative assets:
Interest rate swaps		-		138,350			-		(136,217	)		2,133
Mortgage delivery commitments		-		1,149			-		-			1,149


Total derivative assets		-		139,499			-		(136,217	)		3,282

Total assets at fair value	$	-	$	4,041,524		$	-	$	(136,217	)	$	3,905,307


Liabilities
Derivative liabilities:
Interest rate swaps	$	-	$	(914,365	)	$	-	$	675,540		$	(238,825	)
Forward rate agreements		-		(23	)		-		-			(23	)
Mortgage delivery commitments		-		(19	)		-		-			(19	)


Total derivative liabilities		-		(914,407	)		-		675,540			(238,867	)

Total liabilities at fair value	$	-	$	(914,407	)	$	-	$	675,540		$	(238,867	)


	Fair Value Measurements at December 31, 2009
								Netting
								Adjustment
								and Cash
	Level 1		Level 2			Level 3		Collateral		⁽¹⁾	Total
Assets
Trading securities:
Government-sponsored enterprises debt securities	$	-	$	3,799,336		$	-	$	-		$	3,799,336
Other U.S. obligation residential mortgage-backed securities		-		2,677			-		-			2,677


Total trading securities		-		3,802,013			-		-			3,802,013

Available-for-sale securities:
Certificates of deposit		-		6,669,636			-		-			6,669,636

Derivative assets:
Interest rate swaps		-		187,827			-		(178,782	)		9,045
Mortgage delivery commitments		-		20			-		-			20


Total derivative assets		-		187,847			-		(178,782	)		9,065

Total assets at fair value	$	-	$	10,659,496		$	-	$	(178,782	)	$	10,480,714


Liabilities
Derivative liabilities:
Interest rate swaps	$	-	$	(832,240	)	$	-	$	604,860		$	(227,380	)
Mortgage delivery commitments		-		(817	)		-		-			(817	)


Total derivative liabilities		-		(833,057	)		-		604,860			(228,197	)

Total liabilities at fair value	$	-	$	(833,057	)	$	-	$	604,860		$	(228,197	)


(1)		Amounts represent the effects of legally enforceable master netting agreements that allow the FHLBank to settle positive and negative positions and of cash collateral held or placed with the same counterparties.

Fair Value Option. The fair value option provides an irrevocable option to elect fair value as an alternative measurement for selected financial assets, financial liabilities, unrecognized firm commitments, and written loan commitments not previously carried at fair value. It requires a company to display the fair value of those assets and liabilities for which it has chosen to use fair value on the face of the Statements of Condition. Fair value is used for both the initial and subsequent measurement of the designated assets, liabilities and commitments, with the changes in fair value recognized in net income. If elected, interest income and interest expense carried on Advances and Consolidated Bonds at fair value is recognized under the level-yield method based solely on the contractual amount of interest due or unpaid and any transaction fees or costs are immediately recognized into other non-interest income or other non-interest expense. The FHLBank did not elect the fair value option for any financial assets or financial liabilities during the six months ended June 30, 2010.

Note 18—Commitments and Contingencies

The following table sets forth the FHLBank’s commitments at the dates indicated (in thousands):


	June 30, 2010		December 31, 2009
Commitments to fund additional Advances	$	8,000	$	-
Mandatory Delivery Contracts for mortgage loans		98,003		79,391
Forward rate agreements		5,000		-
Outstanding Standby Letters of Credit		5,850,239		4,414,743
Consolidated Obligations – committed to, not settled (par value) ⁽¹⁾		586,518		651,159
Standby bond purchase agreements (principal)		406,690		411,965


(1)		At December 31, 2009, $525 million of these commitments were hedged with associated interest rate swaps.

In addition, the 12 FHLBanks have joint and several liability for the par amount of all of the Consolidated Obligations issued on their behalves. The par values of the outstanding Consolidated Obligations of all 12 FHLBanks were $846.5 billion and $930.6 billion at June 30, 2010 and December 31, 2009, respectively.

In early March 2010, the FHLBank was advised by representatives of the Lehman Brothers Holdings, Inc. bankruptcy estate that they believed that the FHLBank had been unjustly enriched in connection with the close out of its interest rate swap transactions with Lehman at the time of the Lehman bankruptcy in 2008 and that the bankruptcy estate was entitled to the $43 million difference between the settlement amount the FHLBank paid Lehman in connection with the automatic termination of those transactions and the market value fee the FHLBank received when replacing the swaps with new swaps transacted with other counterparties. In early May 2010, the FHLBank received a Derivatives Alternative Dispute Resolution notice from the Lehman bankruptcy estate with a settlement demand of $65.8 million, plus interest accruing primarily at LIBOR plus 14.5 percent since the bankruptcy filing, based on their view of how the settlement amount should have been calculated. In accordance with the Alternative Dispute Resolution Order of the Bankruptcy Court administering the Lehman estate, a non-binding mediation is now scheduled for August 25, 2010. The FHLBank intends to fully participate in the mediation as required by the court. The FHLBank believes that it correctly calculated, and fully satisfied its obligation to Lehman in September 2008, and the FHLBank intends to vigorously dispute any claim for additional amounts.

The FHLBank also is subject to other legal proceedings arising in the normal course of business. After consultation with legal counsel, management does not anticipate that the ultimate liability, if any, arising out of these matters will have a material effect on the FHLBank’s financial condition or results of operations.

Note 19—Transactions with Other FHLBanks

The FHLBank notes all transactions with other FHLBanks on the face of its financial statements. Occasionally, the FHLBank loans short-term funds to and borrows short-term funds from other FHLBanks. These loans and borrowings are transacted at then current market rates when traded. There were no such loans or borrowings outstanding at June 30, 2010 or December 31, 2009. Additionally, the FHLBank occasionally invests in Consolidated Discount Notes issued on behalf of another FHLBank. These investments are purchased in the open market from third parties and are accounted for in the same manner as other similarly classified investments. There were no such investments outstanding at June 30, 2010 or December 31, 2009. The following table details the average daily balance of lending, borrowing and investing between the FHLBank and other FHLBanks for the six months ended June 30 (in thousands):


	Average Daily Balances
	2010		2009
Loans to other FHLBanks	$	4,199	$	6,541

Borrowings from other FHLBanks		691		2,762

Investments in other FHLBanks		-		13,713

The FHLBank may, from time to time, assume the outstanding primary liability for Consolidated Obligations of another FHLBank (at then current market rates on the day when the transfer is traded) rather than issuing new debt for which the FHLBank is the primary obligor. The FHLBank then becomes the primary obligor on the transferred debt. There were no Consolidated Obligations transferred to the FHLBank during the six months ended June 30, 2010 or 2009. The FHLBank did not transfer any Consolidated Obligations to other FHLBanks during these periods.

Note 20—Transactions with Stockholders

Transactions with Directors’ Financial Institutions. In the ordinary course of its business, the FHLBank may provide products and services to members whose officers or directors serve as directors of the FHLBank (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. The following table reflects balances with Directors’ Financial Institutions for the items indicated below at the dates indicated (dollars in millions):


	June 30, 2010					December 31, 2009
	Balance		% of Total⁽¹⁾			Balance		% of Total⁽¹⁾
Advances	$	771		2.4	%	$	1,146		3.3	%
Mortgage Purchase Program		55		0.6			113		1.2
Mortgage-backed securities		-		-			-		-
Regulatory capital stock		158		4.5			179		4.8
Derivatives		-		-			-		-


(1)		Percentage of total principal (Advances), unpaid principal balance (Mortgage Purchase Program), principal balance (mortgage-backed securities), regulatory capital stock, and notional balances (derivatives).

Concentrations. The following tables show regulatory capital stock balances, outstanding Advance principal balances, and unpaid principal balances of Mortgage Loans Held for Portfolio at the dates indicated to members and former members holding five percent or more of regulatory capital stock and include any known affiliates that are members of the FHLBank (dollars in millions):


	Regulatory							Mortgage Purchase
	Capital Stock					Advance		Program Unpaid
June 30, 2010	Balance		% of Total			Principal		Principal Balance

U.S. Bank, N.A.	$	591		17	%	$	7,315	$	86
Fifth Third Bank		401		11			2,537		10
PNC Bank, N.A. ⁽¹⁾		278		8			4,001		3,306
Keybank, N.A.		179		5			431		-


Total	$	1,449		41	%	$	14,284	$	3,402


(1)		Formerly National City Bank.


	Regulatory							Mortgage Purchase
	Capital Stock					Advance		Program Unpaid
December 31, 2009	Balance		% of Total			Principal		Principal Balance

U.S. Bank, N.A.	$	591		16	%	$	9,315	$	94
PNC Bank, N.A. ⁽¹⁾		404		11			4,282		3,608
Fifth Third Bank		401		11			2,538		12
The Huntington National Bank		241		6			170		322


Total	$	1,637		44	%	$	16,305	$	4,036


(1)		Formerly National City Bank.

Non-member Affiliates. The FHLBank has relationships with two non-member affiliates, the Kentucky Housing Corporation and the Ohio Housing Finance Agency. The nature of these relationships is twofold: one as an approved borrower from the FHLBank and one in which the FHLBank invests in the purchase of these non-members’ bonds. The Kentucky Housing Corporation and the Ohio Housing Finance Agency had no borrowings during the six months ended June 30, 2010 or 2009. The FHLBank had principal investments in the bonds of the Kentucky Housing Corporation of $7,365,000 and $10,375,000 as of June 30, 2010 and December 31, 2009, respectively. The FHLBank did not have any investments in the bonds of the Ohio Housing Finance Agency as of June 30, 2010 or December 31, 2009. The FHLBank did not have any investments in or borrowings extended to any other non-member affiliates during the six months ended June 30, 2010 or 2009.

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

This document contains forward-looking statements that describe the objectives, expectations, estimates, and assessments of the Federal Home Loan Bank of Cincinnati (FHLBank). These statements use words such as “anticipates,” “expects,” “believes,” “could,” “estimates,” “may,” and “should.” By their nature, forward-looking statements relate to matters involving risks or uncertainties, some of which we may not be able to know, control, or completely manage. Actual future results could differ materially from those expressed or implied in forward-looking statements or could affect the extent to which we are able to realize an objective, expectation, estimate, or assessment. Some of the risks and uncertainties that could affect our forward-looking statements include the following:

	▪		the effects of economic, financial, credit, market, and member conditions on our financial condition and results of operations, including changes in economic growth, general liquidity conditions, inflation and deflation, interest rates, interest rate spreads, interest rate volatility, mortgage originations, prepayment activity, housing prices, asset delinquencies, and members’ mergers and consolidations, deposit flows, liquidity needs, and loan demand;

	▪		political events, including legislative, regulatory, federal government, judicial or other developments that could affect us, our members, our counterparties, other FHLBanks and other government-sponsored enterprises, and/or investors in the Federal Home Loan Bank System’s (FHLBank System) debt securities, which are called Consolidated Obligations or Obligations;

	▪		competitive forces, including those related to other sources of funding available to members, to purchases of mortgage loans, and to our issuance of Consolidated Obligations;

	▪		the financial results and actions of other FHLBanks that could affect our ability, in relation to the FHLBank System’s joint and several liability for Consolidated Obligations, to access the capital markets on favorable terms or preserve our profitability, or could alter the regulations and legislation to which we are subject;

	▪		changes in investor demand for Consolidated Obligations;

	▪		the volatility of market prices, interest rates, credit quality, and other indices that could affect the value of investments and collateral we hold as security for member obligations and/or for counterparty obligations;

	▪		the ability to attract and retain skilled management and other key employees;

	▪		the ability to develop and support technology and information systems that effectively manage the risks we face;

	▪		the ability to successfully manage new products and services; and

	▪		the risk of loss arising from litigation filed against us or one or more other FHLBanks.

We do not undertake any obligation to update any forward-looking statements made in this document.

In this filing, the interrelated disruptions in the financial, credit, housing, capital, and mortgage markets during 2008 and 2009 are referred to generally as the “financial crisis.”

EXECUTIVE OVERVIEW

Financial Condition

Assets and Mission Asset Activity

The following table summarizes our financial condition.


		Ending Balances									Average Balances
										Six Months Ended						Year Ended
	June 30,						December 31,			June 30,						December 31,
(Dollars in millions)		2010			2009			2009			2010			2009			2009

Advances (principal)	$	31,814		$	44,092		$	35,123		$	32,377		$	48,758		$	43,624

Mortgage Purchase Program:

Mortgage loans held for portfolio (principal)		8,711			9,604			9,280			8,964			9,395			9,498

Mandatory Delivery Contracts (notional)		98			376			79			67			951			566


Total Mortgage Purchase Program		8,809			9,980			9,359			9,031			10,346			10,064

Letters of Credit (notional)		5,850			5,121			4,415			3,885			6,399			5,917


Total Mission Asset Activity	$	46,473		$	59,193		$	48,897		$	45,293		$	65,503		$	59,605


Retained earnings	$	423		$	395		$	412		$	431		$	387		$	405

Capital-to-assets ratio		5.29	%		5.51	%		4.86	%		4.98	%		4.84	%		4.96	%

Regulatory capital-to-assets ratio⁽¹⁾		5.90			5.65			5.81			5.63			4.97			5.22


(1)		See the “Capital Resources” section for further description of regulatory capital.

Total assets at June 30, 2010 were $66,820 million, a decline of $4,567 million (six percent) from year-end 2009. Average total assets in the first six months of 2010 were $70,404 million, a decline of $19,913 million (22 percent) from the same period of 2009. Mission Asset Activity—comprised of Advances, Letters of Credit, and the Mortgage Purchase Program—totaled $46,473 million on June 30, 2010, a decrease of $2,424 million (five percent) from the end of 2009. Advance principal fell $3,309 million (nine percent) from year-end 2009 and $12,278 million (28 percent) from June 30, 2009. The notional principal of Letters of Credit increased $1,435 million (33 percent) from year-end 2009 and $729 million (14 percent) from June 30, 2009. The Mortgage Purchase Program’s principal balance declined $569 million (six percent) from year-end 2009 and $893 million (nine percent) from June 30, 2009.

The trends in our financial condition that began in the fourth quarter of 2008 and that persisted during 2009 continued in the first six months of 2010. Like many financial institutions, our asset balances—especially Advances—have been negatively affected by the ongoing effects of the economic recession and the financial crisis in 2008 and 2009. We also lost Advances due to mergers, in 2009 and prior years, of former members with financial institutions chartered outside our Fifth District.

The increase in the available lines in the Letters of Credit program at June 30, 2010 compared to year-end 2009 was due to renewed usage by one large member to support its public unit deposits.

Mortgage Purchase Program balances declined primarily because mortgage rates stabilized within a relatively narrow range and the difficulties in the housing and mortgage markets continued, both of which reduced refinancing activity. We purchased $248 million of loans in the first six months of 2010.

Despite the lower overall Mission Asset Activity, we continued to fulfill our mission of providing reliable and attractively priced wholesale funding to our members. As of June 30, 2010, members funded on average well over four percent of their assets with Advances, the penetration rate was relatively stable with almost 80 percent of members holding Mission Asset Activity, and the number of active sellers and participants in the Mortgage Purchase Program continued to grow.

Capital

Capital adequacy continued to be strong and exceeded all minimum regulatory capital requirements. GAAP capital stood at $3,537 million on June 30, 2010. Included in the capital figure is $423 million of retained earnings. The GAAP capital-to-assets ratio was 5.29 percent, while the regulatory capital-to-assets ratio was 5.90 percent, which was well above the required minimum of 4.00 percent. Regulatory capital includes mandatorily redeemable capital stock accounted for as a liability.

Other Assets

The balance of investments on June 30, 2010 was $22,062 million, down $2,131 million (nine percent) from the end of 2009. Total investments included $11,222 million of mortgage-backed securities principal and $10,812 million of short-term money market instruments. Mortgage-backed securities are held primarily to enhance profitability. Money market investments are held primarily for liquidity purposes to support members’ funding needs and to protect against the potential inability to access capital markets for debt issuance.

Results of Operations

The table below summarizes our results of operations.


	Three Months						Six Months						Year Ended
	Ended June 30,						Ended June 30,						December 31,
(Dollars in millions)	2010			2009			2010			2009				2009

Net income	$	41		$	74		$	84		$	158			$ 268

Affordable Housing Program accrual		5			8			10			18			31

Return on average equity (ROE)		4.66	%		6.78	%		4.82	%		7.28	%		6.38	%

Return on average assets		0.24			0.35			0.24			0.35			0.32

Weighted average dividend rate		4.50			4.50			4.50			4.50			4.63

Average 3-month LIBOR		0.43			0.85			0.35			1.05			0.69

Average overnight Federal Funds effective rate		0.19			0.18			0.16			0.18			0.16

ROE spread to 3-month LIBOR		4.23			5.93			4.47			6.23			5.69

Dividend rate spread to 3-month LIBOR		4.07			3.65			4.15			3.45			3.94

ROE spread to Federal Funds effective rate		4.47			6.60			4.66			7.10			6.22

Dividend rate spread to Federal Funds effective rate		4.31			4.32			4.34			4.32			4.47

Net income of $84 million in the first six months of 2010 was down $74 million (47 percent) from the first six months of 2009. Return on average equity (ROE) also fell sharply, from 7.28 percent to 4.82 percent. However, earnings continued to represent a competitive level of profitability on stockholders’ capital investment in our company. The ROE spreads to 3-month LIBOR and the Federal funds effective rate are two market benchmarks we believe stockholders use to assess the return on their capital investment, which, along with access to our products and services, is a key source of membership value. These spreads in the first two quarters of 2010 were below those in the first two quarters and full year of 2009, but continued to be significantly above the market benchmarks and very favorable compared to long-term historical levels.

The business and market environments allowed us to generate earnings sufficient to pay stockholders a competitive dividend return in each of the first two quarters of 2010 and to increase retained earnings by $11 million from year-end 2009. Our Board of Directors authorized payment to stockholders of a cash dividend at an annual rate of 4.50 percent in each of the first and second quarters. This was over 4.0 percentage points above average 3-month LIBOR in each quarter.

In the first six months of 2010, we accrued $10 million for future use in the Affordable Housing Program.

The decreases in net income and ROE resulted primarily from the following factors:

	▪		In the first half of 2009, the FHLBank earned abnormally wide portfolio spreads on many short-term and adjustable-rate assets indexed to LIBOR and funded with short-term Discount Notes. These wide spreads resulted from the financial market disruptions that began in 2008, which increased the cost of inter-bank lending (represented by LIBOR) relative to other short-term interest costs such as FHLBank Discount Notes. The FHLBank normally uses Discount Notes to fund a large amount of LIBOR-indexed assets. Beginning in the second half of 2009, the spread between LIBOR and Discount Notes moved back toward long-term historical levels.

	▪		Over the past year, net spreads relative to funding costs on purchased mortgage assets (loans in the Mortgage Purchase Program and mortgage-backed securities) were on average narrower than the net spreads that had been earned on the mortgage assets paid down. In part, this was due to management actions to reduce market risk exposure to higher interest rates by extending the maturities of debt issued to fund the new assets.

	▪		Total average assets decreased substantially.

	▪		Short-term interest rates were lower in the first two quarters of 2010 compared to the same period of 2009, which reduced the amount of earnings generated from funding interest-earning assets with interest-free capital. For example, the benchmark 3-month LIBOR rate averaged 0.35 percent in the first six months of 2010, compared to 1.05 percent in the same period of 2009. The earnings reduction totaled approximately $13 million in the first six months of 2010 compared to the same period of 2009.

	▪		The first six months of 2009 had $8 million in net market value gains (primarily unrealized) relating to accounting for derivatives. By comparison, there were net market value losses related to derivatives of $1 million in the first six months of 2010.

These unfavorable effects on earnings were partially offset by lower interest expense resulting from the FHLBank retiring, throughout 2009 and the first two quarters of 2010, a significant amount of relatively high-cost Consolidated Obligation Bonds before their final maturities. These actions were in response to declines in intermediate- and long-term interest rates.

Business Outlook and Update on Risk Factors

This section summarizes and updates from the Form 10-K filing what we believe are our major current risk exposures and the current business outlook. “Quantitative and Qualitative Disclosures About Risk Management” provides details on current risk exposures. Many of the issues related to our financial condition, results of operations, and liquidity discussed throughout this document relate directly to the ongoing effects from the financial crisis and economic recession and to the federal government’s actions to attempt to mitigate their unfavorable effects.

Strategic/Business Risk

Advances. After falling sharply in 2009 and the first quarter of 2010, Advance balances fell only slightly in the second quarter from first quarter levels. The continuing economic recovery (although not strong), the possible subsiding in some members’ credit deterioration, and slower deposit growth are factors that could indicate a bottoming out of the substantial reduction in Advance demand since the fall of 2008. We cannot predict the future trend of Advance demand because it depends on, among other things, the evolution of the economy, conditions in the general and housing markets, the state of the government’s liquidity programs, and the willingness of financial institutions to expand lending. When improvements occur in economic conditions, such as expansion of members’ loan demand from a stronger recovery, tightening in the Federal Reserve System’s monetary policy, or winding down of the government’s funding and liquidity programs, we would expect to see increases in Advance demand.

Mortgage Purchase Program. We expect the Mortgage Purchase Program balance to continue to experience moderate declines because most current sellers and recent new approvals are smaller community-based members. Growth could re-accelerate if mortgage rates fall again for a sustained period of time, or if one or more larger members decides to sell us a significant volume of loans. We do not currently anticipate the latter event to occur. We continue to emphasize both recruiting community financial institution members to the Program and increasing the number of regular sellers.

Due to the deterioration in the mortgage markets over the last two years, the providers of supplemental mortgage insurance used in the Mortgage Purchase Program currently have ratings below the double-A rating required by a Federal Housing Finance Agency (Finance Agency) Regulation. This results in a technical violation of the Regulation, for which the Finance Agency granted waivers as to both existing and new business. In addition, the insurer we use for new business has

continually increased the cost of purchasing supplemental mortgage insurance, which threatens to make the Program uncompetitive.

We have submitted two proposals to the Finance Agency. The first, relating to new Program business, requested approval to reduce our use of supplemental mortgage insurance and to replace it with increased use of the Lender Risk Account, which is already the primary credit enhancement feature of the Program. We believe this change in credit enhancement structure will maintain compliance with the Program’s legal, accounting, and other regulatory requirements, preserve the Program’s minimal credit risk profile, and enable the Program to continue as a beneficial business activity for our members. In March 2010, the Finance Agency approved the proposal, subject to certain technical and operational conditions that we are addressing. We anticipate introducing the improved credit enhancement structure as soon as the conditions are met.

The second proposal involves an analysis of credit enhancement alternatives that do not rely on supplemental mortgage insurance for existing pools in the Program. In July 2010, the Finance Agency extended the waiver and agreed to consider a formal request to cancel supplemental insurance coverage related to existing pools that can achieve a triple-B rating without the supplemental insurance. We expect to submit the request as soon as possible. We believe that the request to cancel supplemental insurance on these pools would only nominally increase the credit risk exposure of existing pools because the amounts of other credit enhancements in place relative to loan losses are sufficient, without supplemental insurance, to protect against expected losses except in the most stressful economic scenarios.

Regulatory and Legislative Risk

On July 21, 2010, President Obama signed into law an overhaul of financial regulation, the Dodd-Frank Wall Street Reform and Consumer Protection Act. The FHLBanks were exempted from a number of provisions in the bill that would have significantly curtailed lending and increased costs to members. However, the FHLBanks are subject to the law’s derivatives trading and reporting requirements, which could raise our expenses and reduce our ability to act as an intermediary between members and the capital markets. In addition, provisions in the law that affect our member financial institutions could affect the ability to carry out our housing finance business model. Further, if the FHLBanks are identified as being systemically important financial institutions by the Federal Reserve, we would be subject to heightened prudential standards, which could include, among other things, new risk-based capital, liquidity, and risk management requirements. Until various regulatory agencies begin the process of adopting the 2,319-page law into regulations governing the financial industry, we cannot predict how the FHLBanks in general and our FHLBank in particular may be directly or indirectly affected.

The FHLBank System includes the 12 District FHLBanks, the Finance Agency and the Office of Finance. The FHLBank System’s regulator, the Finance Agency, also regulates the Federal National Mortgage Association (Fannie Mae) and the Federal Home Loan Mortgage Corporation (Freddie Mac). There are significant differences between the FHLBank System and Fannie Mae and Freddie Mac, including our distinctive cooperative business model; however, because of the ongoing effects of the financial crisis and financial challenges at Fannie Mae and Freddie Mac, as well as at some FHLBanks, the FHLBank System has faced heightened scrutiny in the last several years. This level of scrutiny is expected to continue as legislators and the White House address government-sponsored enterprise (GSE) reform. We cannot predict what effects GSE reform might have on the FHLBanks’ business model, financial condition or results of operations.

Other Risks Including Profitability

We believe that the collective exposures from our other risks—market risk, funding/liquidity risk, capital adequacy, credit risk, and operational risk—continued to be modest in the first six months of 2010. Market risk exposure was modest and below historical average levels, especially exposure to higher interest rates. Although we expect profitability will decrease in the remainder of 2010 and beyond compared to the levels of 2009 and the first six months of 2010, we believe our business will continue to generate a competitive return on member stockholders’ capital investment except potentially in the most extreme cases of market and business risk. We have always maintained compliance with our capital requirements and we believe we hold a sufficient amount of retained earnings to protect our capital stock against earnings losses and impairment risk. No material operational risk event was experienced in the first six months of 2010.

We also believe that, after being elevated in late 2008 and early 2009, funding/liquidity risk subsided as 2009 progressed and was at comparatively normal levels in the first six months of 2010. Although there can be no assurances, we believe the possibility of a liquidity or funding crisis in the FHLBank System that would impair our FHLBank’s ability to service our debt or pay competitive dividends is remote.

Our FHLBank continued to experience limited credit risk exposure from offering Advances, purchasing mortgage loans, making investments, and executing derivative transactions, due to our conservative underwriting, collateral and counterparty policies and limits. Based on analysis of actual and expected future exposures and application of GAAP, we believe that no loss reserves are required for Advances or mortgage assets and that no investments are other-than-temporarily impaired.

Financial Highlights

The following table presents selected Statement of Condition information (based on book balances), Statement of Income data and financial ratios for the periods indicated.


(Dollars in millions)	June 30,			March 31,			December 31,			September 30,			June 30,
	2010			2010			2009			2009			2009

STATEMENT OF CONDITION DATA AT QUARTER END:

Total assets	$	66,820		$	67,796		$	71,387		$	76,984		$	79,677
Advances		32,603			32,969			35,818			38,082			44,865
Mortgage loans held for portfolio, net		8,790			9,032			9,366			9,736			9,690
Investments ⁽¹⁾		22,062			23,875			24,193			26,225			24,883
Consolidated Obligations, net:
Discount Notes		25,520			25,038			23,187			29,170			28,469
Bonds		35,088			36,061			41,222			41,202			44,182

Total Consolidated Obligations, net		60,608			61,099			64,409			70,372			72,651
Mandatorily redeemable capital stock		396			412			676			87			111
Capital:
Capital stock – putable		3,121			3,079			3,063			3,658			4,000
Retained earnings		423			416			412			407			395
Accumulated other comprehensive income		(7	)		(8	)		(8	)		(5	)		(6	)

Total capital		3,537			3,487			3,467			4,060			4,389

STATEMENT OF INCOME DATA FOR THE QUARTER:

Net interest income	$	64		$	68		$	74		$	91		$	109
Provision for credit losses		-			-			-			-			-
Other income		5			4			13			7			5
Other expenses		13			13			20			14			13
Assessments		15			16			18			23			27

Net income	$	41		$	43		$	49		$	61		$	74


Dividend payout ratio⁽²⁾		83	%		89	%		90	%		81	%		59	%

Weighted average dividend rate ⁽³⁾		4.50	%		4.50	%		4.50	%		5.00	%		4.50	%
Return on average equity		4.66			4.98			5.11			5.70			6.78
Return on average assets		0.24			0.24			0.25			0.30			0.35
Net interest margin⁽⁴⁾		0.38			0.38			0.38			0.45			0.51
Average equity to average assets		5.22			4.75			4.90			5.28			5.17
Regulatory capital ratio ⁽⁵⁾		5.90			5.76			5.81			5.39			5.65
Operating expense to average assets		0.062			0.061			0.082			0.057			0.051


(1)		Investments include interest bearing deposits in banks, securities purchased under agreements to resell, Federal funds sold, trading securities, available-for-sale securities, and held-to-maturity securities.

(2)		Dividend payout ratio is dividends declared in the period as a percentage of net income.

(3)		Weighted average dividend rates are dividends paid in stock and cash divided by the average number of shares of capital stock eligible for dividends.

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

(5)		Regulatory capital ratio is period end regulatory capital (capital stock, mandatorily redeemable capital stock and retained earnings) as a percentage of period end total assets.

CONDITIONS IN THE ECONOMY AND FINANCIAL MARKETS

Economy

The primary external factors that affect our Mission Asset Activity and earnings are the general state and trends of the economy and financial institutions, especially in our Fifth District (comprised of Kentucky, Ohio, and Tennessee); conditions in the financial, credit, and mortgage markets; and interest rates. The economy entered a sharp recession in the fourth quarter of 2007, which continued throughout 2008 and into 2009. However, starting in mid-2009 it appeared that the recession and financial crisis ended based on numerous indications, including among others:

	▪		a return to growth in the Gross Domestic Product (GDP);

	▪		reduction in credit spreads;

	▪		rebound in corporate profits;

	▪		sharp increases in many stock markets;

	▪		unfreezing of credit markets;

	▪		increases in industrial production and consumer spending; and

	▪		some positive, although sporadic, signs of health in the housing market.

Although we believe the recession and financial crisis have ended, their unfavorable effects may last for some time. The ongoing effects are likely to continue to include subdued member lending demand, member deposit growth, overall financial difficulties for many of our members that may continue to make them hesitant to increase lending, and substantial liquidity and funding alternatives available from the federal government to combat the recession and financial crisis. To the extent these effects and conditions continue, we expect Advance demand across our membership to remain slow. In addition, the economic recovery so far has been relatively weak by historical standards and has not yet resulted in expansion of our Mission Asset Activity.

Regarding member loan demand and deposit activity, the following data provide an indication of the lower need for our wholesale Advance funds. In the nine months after June 30, 2009, our member bank and credit union consumer, mortgage, and commercial loans decreased six percent ($32 billion), while their deposit base increased two percent ($13 billion). The differential between the loan versus deposit balances was eight percent, or $45 billion. We have no reason to believe that these loan and deposit trends reversed in the second quarter of 2010.

Another key reason for the lack of growth in Advance demand is the extraordinarily high amount of excess bank reserves, which diminishes the need for alternative liquidity sources, including Advances. In addition, many financial institutions, as well as other companies, appear uncertain as to the state of the economy, the appropriateness of the government’s fiscal and monetary policy for business conditions, and the still-evolving changes in the financial regulatory environment. We believe this uncertainty is also constraining economic activity and, therefore, our Advance demand.

Interest Rates

Trends in market interest rates affect members’ demand for Mission Asset Activity, earnings, spreads on assets, funding costs and decisions in managing the tradeoffs in our market risk/return profile. The following table presents key market interest rates (obtained from Bloomberg L.P.).


													Six Months Ended June 30,
	Quarter 2 2010						Quarter 1 2010							2010		2009			Year 2009
	Average			Ending			Average			Ending				Average		Average			Average			Ending

Federal Funds Target		0-0.25	%		0-0.25	%		0-0.25	%		0-0.25	%		0-0.25	%		0-0.25	%		0-0.25	%		0-0.25	%
Federal Funds Effective		0.19			0.09			0.13			0.09			0.16			0.18			0.16			0.05

3-month LIBOR		0.43			0.53			0.26			0.29			0.35			1.05			0.69			0.25
2-year LIBOR		1.16			0.96			1.15			1.18			1.16			1.52			1.41			1.42
5-year LIBOR		2.49			2.05			2.70			2.73			2.59			2.56			2.66			2.99
10-year LIBOR		3.52			3.00			3.78			3.82			3.65			3.22			3.44			3.97

2-year U.S. Treasury		0.86			0.61			0.91			1.02			0.88			0.95			0.94			1.14
5-year U.S. Treasury		2.24			1.78			2.42			2.55			2.33			2.00			2.19			2.68
10-year U.S. Treasury		3.47			2.93			3.70			3.83			3.59			3.01			3.24			3.84

15-year mortgage current coupon ⁽¹⁾		3.40			3.00			3.55			3.62			3.48			3.80			3.73			3.78
30-year mortgage current coupon ⁽¹⁾		4.24			3.76			4.40			4.52			4.32			4.22			4.31			4.57

15-year mortgage note rate ⁽²⁾		4.30			4.13			4.38			4.34			4.34			4.67			4.58			4.54
30-year mortgage note rate ⁽²⁾		4.92			4.69			5.00			4.99			4.96			5.04			5.04			5.14


(1)		Simple average of current coupon rates of Fannie Mae and Freddie Mac mortgage-backed securities.
(2)		Simple weekly average of 125 national lenders’ mortgage rates surveyed and published by Freddie Mac.

In the second quarter of 2010, as in the first quarter and in 2009, the interest rate environment remained favorable for the FHLBank. Although interest rates did fluctuate, as summarized in the table, the continued trend of relatively stable rates and a steep yield curve benefitted our earnings and market risk exposure. The Federal Reserve maintained overnight Federal funds target and effective rates between zero and 0.25 percent. Levels of other short-term interest rates remained very low and on average were generally consistent with their historical relationship to Federal funds.

Intermediate- and long-term interest rates, including mortgage rates, decreased moderately in the second quarter, especially towards the end of the quarter, while spreads on our Consolidated Obligation Bonds to LIBOR and U.S. Treasury rates remained fairly stable. This trend improved earnings because it allowed us to continue retiring higher-cost callable Bonds before their final maturities. Market rates on mortgages also declined in the second quarter, especially towards the end of the quarter. However, the continued difficulties in the housing market resulted in relatively moderate prepayment speeds for our mortgage assets compared to historical experience, particularly given how much the rates on the mortgage assets were above current market rates.

ANALYSIS OF FINANCIAL CONDITION

Credit Services

Credit Activity and Advance Composition

After decreasing eight percent in the first quarter of 2010 from year-end 2009, the principal balance of Advances fell much less in the second quarter. As shown in the table below, the principal balance at June 30, 2010 was down $3,309 million (nine percent) from year end but down only $456 million (one percent) from March 31, 2010. The relative stabilization of Advance balances in the second quarter compared to the first quarter was not limited only to larger members.


(Dollars in millions)	June 30, 2010					March 31, 2010					December 31, 2009

	Balance		Percent⁽¹⁾			Balance		Percent⁽¹⁾			Balance		Percent⁽¹⁾

Short-Term and Adjustable-Rate
REPO/Cash Management	$	1,586		5	%	$	834		3	%	$	1,605		5	%
LIBOR		12,182		38			13,041		40			14,077		40

Total		13,768		43			13,875		43			15,682		45

Long-Term
Regular Fixed Rate		6,364		20			6,876		21			7,466		21
Convertible ⁽²⁾		2,330		7			2,398		7			2,816		8
Putable ⁽²⁾		6,926		22			6,983		22			7,037		20
Mortgage Related		1,881		6			1,803		6			1,748		5

Total		17,501		55			18,060		56			19,067		54

Other Advances		545		2			335		1			374		1


Total Advances Principal		31,814		100	%		32,270		100	%		35,123		100	%


Other Items		789					699					695


Total Advances Book Value	$	32,603				$	32,969				$	35,818


(1)		As a percentage of total Advances principal.
(2)		Related interest rate swaps executed to hedge these Advances convert them to an adjustable-rate tied to LIBOR.

Between year-end 2009 and June 30, 2010, most of the decrease in balances occurred in the LIBOR, Regular Fixed Rate Advance, and Convertible programs.

The only Advance programs to increase between March 31, 2010 and June 30, 2010 were the REPO/Cash Management programs, the Mortgage Related Program and various smaller other Advance programs. REPO and Cash Management programs typically are the first programs to experience growth when Advances begin to grow.

After falling $829 million (19 percent) in the first quarter, members’ available lines and usage of the Letters of Credit program grew in the second quarter by $2,264 million (63 percent). The growth primarily reflected increased activity with one member who expanded usage to support public unit deposits.

Advance Usage

The following tables present the principal balances and related weighted average interest rates for our top five Advance borrowers.


(Dollars in millions)

June 30, 2010							December 31, 2009
	Ending			Weighted Average				Ending			Weighted Average
Name	Balance			Interest Rate			Name	Balance			Interest Rate

U.S. Bank, N.A.	$	7,315			2.11	%	U.S. Bank, N.A.	$	9,315			1.64	%
PNC Bank, N.A.⁽¹⁾		4,001			0.44		PNC Bank, N.A.⁽¹⁾		4,282			0.70
Fifth Third Bank		2,537			2.03		Fifth Third Bank		2,538			1.96
RBS Citizens, N.A.		1,258			0.47		New York Community Bank⁽²⁾		1,635			3.76
New York Community Bank⁽²⁾		1,208			3.93		RBS Citizens, N.A.		1,269			0.24


Total of Top 5	$	16,319			1.69		Total of Top 5	$	19,039			1.56


Total Advances (Principal)	$	31,814			2.33		Total Advances (Principal)	$	35,123			2.27


Top 5 Percent of Total		51	%				Top 5 Percent of Total		54	%


(1)		Acquired National City Bank.
(2)		Assumed Advances of AmTrust Bank during 2009.

On both dates, three of our top five Advance borrowers—PNC Bank, N.A., New York Community Bank, and RBS Citizens, N.A.—were nonmembers that hold Advances because they acquired a financial institution, or the assets of a financial institution, chartered in our District. All Advance balances held by nonmembers will eventually mature or be prepaid. Nonmembers are not eligible to increase their Advance holdings with us. Advances are concentrated among a small number of members, with the concentration ratio to the top five borrowers fluctuating in the range of 50 to 65 percent in the last several years.

Although Advance usage has fallen broadly across the membership since the fall of 2008, the rate of decline slowed in 2010, especially for larger members (with assets over $1.0 billion). As shown in the following table, between the first and second quarters of 2010, the unweighted average ratio of each member’s Advance balance to its most-recently available figures for total assets was constant for larger members. For smaller members, the ratio fell less in the second quarter than in the first quarter. As with second quarter trends in aggregate Advance balances discussed above, these data could indicate a bottoming out of Advance demand.


	June 30, 2010			March 31, 2010			December 31, 2009

Average Advances-to-Assets for Members

Assets less than $1.0 billion (676 members)		4.51	%		4.72	%		5.05	%

Assets over $1.0 billion (59 members)		3.65	%		3.65	%		4.06	%

All members		4.44	%		4.64	%		4.97	%

Mortgage Purchase Program (Mortgage Loans Held for Portfolio)

The principal loan balance in the Mortgage Purchase Program decreased in each of the first and second quarters of 2010. The principal balance at June 30, 2010 fell $569 million (six percent) from the end of 2009 as shown in the table below. Balances declined despite generally lower mortgage rates, primarily because the difficulties in the credit, housing, and mortgage markets continued, which reduced refinancing activity. In addition, we believe that the sharp increases in the cost of supplemental mortgage insurance during the last year has affected loan balances by reducing the competitiveness of the prices we offer to purchase mortgages. We purchased only $248 million of loans in the first six months of 2010. See the “Executive Overview” for discussion of an anticipated change in the Program.

Our focus continues to be on recruiting community-based members to participate in the Program and on increasing the number of regular sellers. The number of regular sellers remains at a relatively high level compared to historical trends, and a substantial number of other members either are actively interested in joining the Program or are in the process of joining.

The following table reconciles changes in the Program’s principal balances (excluding Mandatory Delivery Contracts) in the first six months of 2010.


	Mortgage Purchase
(In millions)	Program Principal

Balance at December 31, 2009	$	9,280
Principal purchases		248
Principal paydowns		(817	)


Balance at June 30, 2010	$	8,711

We closely track the refinancing incentives of our mortgage assets because the option for homeowners to change their principal payments normally represents almost all of our market risk exposure. The $817 million in principal paydowns equated to a 14 percent annual constant prepayment rate, compared to 23 percent in all of 2009. The deceleration in prepayment rates reflected both the wind down of the refinancing wave that had been brought about by the low mortgage rates of 2009 and the continuing difficult credit and housing market conditions, which we believe has limited the ability for many homeowners to refinance their mortgage loans.

The Program’s weighted-average mortgage note rate and composition of balances by loan type and by original final maturity did not change materially in the first six months of 2010. As in prior years, yields earned on new mortgage loans in the Program, relative to funding costs, continued to offer acceptable risk-adjusted returns.

Investments

In the first six months of 2010, our investments portfolio continued to provide liquidity, enhance earnings, help us manage market risk, and, in the case of mortgage-backed securities, help us support the housing market. We continued to maintain money market balances at relatively high levels compared to historical comparisons. This was due both to our desire to offset a portion of earnings lost from the sharp declines in Advance balances and to Finance Agency guidance to target as many as 15 days of liquidity. The portfolio averaged $16,324 million in the first six months of 2010, compared to $18,166 million in all of 2009. The balance at June 30, 2010 was $10,812 million, when we elected to hold $3,185 million in funds at the Federal Reserve instead of with traditional unsecured counterparties, due to the zero or negative interest rates available on overnight investments with those counterparties on that date. This has been a trend at recent quarter ends.

The book balance of the mortgage-backed securities portfolio averaged $11,658 million in the first six months of 2010. The balance on June 30, 2010 was $11,243 million, which represented a multiple to regulatory capital of 2.85, which is below the regulatory limit of three times regulatory capital.

The following table shows that principal purchases of mortgage-backed securities were almost the same as principal paydowns, which equated to a 26 percent annual constant prepayment rate (the same rate as in all of 2009).


	Mortgage-backed
(In millions)	Securities Principal

Balance at December 31, 2009	$	11,448
Principal purchases		1,717
Principal paydowns		(1,736	)
Principal sales		(207	)


Balance at June 30, 2010	$	11,222

Although initial net spreads on new mortgage-backed securities relative to funding costs continued to offer acceptable risk-adjusted returns in the first six months of 2010, market prices on new securities were substantially higher than would be expected based only on their note rates. (See the discussion in the “Market Capitalization Ratios” section of “Qualitative and Quantitative Disclosures About Risk Management.”) The premium market prices increase the possibility for future earnings volatility from amortizing the premiums. Because of this, we were selective in purchasing new securities.

The following table presents the composition of the principal balances of the mortgage-backed securities portfolio by security type, collateral type, and issuer. The decreases in collateralized mortgage obligations and in 20- and 30-year original collateral and the increase in pass-throughs and 15-year original collateral occurred because all purchases in the first six months of 2010 were pass-through securities composed of 15-year collateral.


(In millions)	June 30, 2010			December 31, 2009

Security Type
Collateralized mortgage obligations		$	2,314		$	3,268
Pass-throughs ⁽¹⁾			8,908			8,180


Total		$	11,222		$	11,448


Collateral Type (Original)
15-year collateral		$	6,350		$	5,455
20-year collateral			2,790			3,225
30-year collateral			2,082			2,768


Total		$	11,222		$	11,448


Issuer
GSE residential mortgage-backed securities		$	11,076		$	11,258
Agency residential mortgage-backed securities			2			3
Private-label residential mortgage-backed securities			144			187


Total		$	11,222		$	11,448

(1)

At June 30, 2010, $2 million of the pass-throughs were 30-year adjustable-rate mortgages. All others were 15-year or 20-year fixed-rate pass-throughs.

Consolidated Obligations

The table below presents the ending and average balances of our participations in Consolidated Obligations.


	Six Months Ended						Year Ended
(In millions)	June 30, 2010						December 31, 2009
	Ending			Average			Ending			Average
	Balance			Balance			Balance			Balance

Consolidated Discount Notes:
Par	$	25,524		$	25,979		$	23,189		$	35,286
Discount		(4	)		(3	)		(2	)		(14	)


Total Consolidated Discount Notes		25,520			25,976			23,187			35,272


Consolidated Bonds:
Unswapped fixed-rate		24,303			24,882			25,090			25,528
Unswapped adjustable-rate		1,000			1,000			1,000			3,623
Swapped fixed-rate		9,645			11,519			14,997			12,543


Total Par Consolidated Bonds		34,948			37,401			41,087			41,694


Other items ⁽¹⁾		140			140			135			145

Total Consolidated Bonds		35,088			37,541			41,222			41,839


Total Consolidated Obligations⁽²⁾	$	60,608		$	63,517		$	64,409		$	77,111

(1)		Includes unamortized premiums/discounts, hedging and other basis adjustments.
(2)		The 12 FHLBanks have joint and several liability for the par amount of all of the Consolidated Obligations issued on their behalves. See Note 11 of the Notes to Unaudited Financial Statements for additional detail and discussion related to Consolidated Obligations. The par amount of the outstanding Consolidated Obligations of all 12 FHLBanks was (in millions) $846,481 and $930,617 at June 30, 2010 and December 31, 2009, respectively.

We fund short-term and adjustable-rate Advances, Advances hedged with interest rate swaps, and money market investments with a combination of Discount Notes, unswapped adjustable-rate Bonds, and swapped fixed-rate Bonds (which effectively create short-term funding). We fund long-term assets principally with unswapped fixed-rate Bonds to manage the market risk exposure of the long-term assets.

In the first six months of 2010, the average and ending balances of Discount Notes were significantly lower than 2009’s average balance and moderately above the year-end 2009 balance. The reduced reliance on Discount Notes in the first six months of 2010 compared to 2009’s average balances resulted from the substantial decrease in Advance balances. The increase in Discount Notes in the first six months of 2010 compared to the end of 2009 reflected reduced reliance on swapped fixed-rate Obligations, as the cost of Discount Notes improved relative to swapped funding.

The relatively stable balance of unswapped fixed-rate Bonds reflected the modest change in mortgage asset balances and lower balances of long-term fixed rate Advances. The allocations of unswapped fixed-rate Bonds at June 30, 2010 according to their final maturities, percentage of callable Bonds, and next call dates for callable Bonds were similar compared to year-end 2009 and the last several years. We believe that the allocations of the Bonds among these spectrums provide effective mitigation of market risk exposure to both higher and lower mortgage rates.

Long-term Consolidated Obligation Bonds normally have an interest cost at a spread above U.S. Treasury securities and below LIBOR. After being wider and more volatile than normal in the first several months of 2009, the spreads and volatility were at levels comparable to historical averages in the first six months of 2010, which benefitted our earnings.

For discussion of the cost of Discount Note funding relative to LIBOR, which in the last two years has been a major driver of earnings, see the “Net Interest Income” section of “Results of Operations.”

Deposits

Total deposits were $1,615 million at June 30, 2010, a decrease of $470 million (23 percent) from year-end 2009. As shown on the “Average Balance Sheet and Yield/Rates” table in “Results of Operations,” the average balance of term deposits and other interest-bearing deposits in the first six months of 2010 was $1,710 million, which was $78 million higher than the same period of 2009.

Derivatives Hedging Activity and Liquidity

Our use of and accounting for derivatives is discussed in the “Use of Derivatives in Market Risk Management” section of “Quantitative and Qualitative Disclosures About Risk Management.” Liquidity is discussed in the “Liquidity Risk and Contractual Obligations” section of “Quantitative and Qualitative Disclosures About Risk Management.”

Capital Resources

The following tables present capital amounts and capital-to-assets ratios, on both a GAAP and regulatory basis.


GAAP and Regulatory Capital
	Six Months Ended				Year Ended
	June 30, 2010				December 31, 2009
(In millions)	Period End		Average		Period End		Average
GAAP Capital Stock	$	3,121	$	3,082	$	3,063	$	3,801
Mandatorily Redeemable Capital Stock		396		453		676		211

Regulatory Capital Stock		3,517		3,535		3,739		4,012
Retained Earnings		423		431		412		405


Regulatory Capital	$	3,940	$	3,966	$	4,151	$	4,417


GAAP and Regulatory Capital-to-Assets Ratios


	Six Months Ended						Year Ended
	June 30, 2010						December 31, 2009
	Period End			Average			Period End			Average
GAAP		5.29	%		4.98	%		4.86	%		4.96	%
Regulatory		5.90			5.63			5.81			5.22

We consider the regulatory capital-to-assets ratio to be a better representation of financial leverage than the GAAP ratio because the GAAP ratio treats mandatorily redeemable capital stock as a liability; although it provides the same economic

function as GAAP capital stock and retained earnings in protecting investors in our debt. Regulatory financial leverage was lower in the first six months of 2010 compared to 2009’s average leverage ratio because of the reductions in Advance balances.

The substantial decrease in GAAP capital stock in the first six months of 2010, compared to 2009’s average balance, was due primarily to the termination of several memberships as a result of mergers with financial institutions outside our Fifth District and to requests from several members for redemption of their excess stock balances. Based on our communications with members, some of these redemption requests reflected the desire of a few members to limit their investment concentrations due to concerns with the financial condition of the FHLBank System, knowing that System Consolidated Obligations are the joint and several responsibilities of all FHLBanks. Members expressed no concern about our FHLBank’s financial condition or performance.

Regulatory capital stock balances decreased $222 million in the first six months of 2010. This resulted primarily from our repurchase of $287 million of mandatorily redeemable excess capital stock, $201 million of which was held by former members.

The table below shows the amount of excess capital stock. Because Advances continued to decrease in the first six months of 2010, the amount of excess capital stock outstanding increased and the amount of capital stock members cooperatively utilized in accordance with our Capital Plan decreased. This occurred despite our repurchase of excess stock.


(In millions)	June 30, 2010			December 31, 2009

Excess capital stock (Capital Plan definition)		$	997		$	905


Cooperative utilization of capital stock		$	194		$	216


Mission Asset Activity capitalized with cooperative capital stock		$	4,850		$	5,394

A Finance Agency Regulation prohibits us from paying stock dividends if the amount of our regulatory excess stock (defined by the Finance Agency to include stock cooperatively used) exceeds one percent of our total assets on a dividend payment date. Since the end of 2008, we have exceeded the regulatory threshold and, therefore, have been required to pay cash dividends. Until Advances grow substantially again, we expect to continue paying cash dividends.

Retained earnings at June 30, 2010 totaled $423 million, an increase of $11 million over year-end 2009. Retained earnings grew because the 4.82 percent average ROE in the first six months exceeded the 4.50 percent annualized dividend rate we paid to stockholders.

Membership and Stockholders

On June 30, 2010, we had 735 member stockholders. During the first half of 2010, five institutions became new member stockholders while five were lost. The five lost members were composed of three members that merged with other Fifth District members, one that merged out of the Fifth District, and one that involuntarily withdrew from membership. The impact on Mission Asset Activity and earnings from these membership changes was negligible.

In the first six months of 2010, there were no material changes in the percentage of total eligible companies that were members, in the composition of membership by state, or in the allocation of member stockholders by their asset size. Because most existing eligible commercial banks and thrifts are already members, our recruitment of new members focuses primarily on insurance companies and credit unions.

RESULTS OF OPERATIONS

Components of Earnings and Return on Equity

The following table is a summary income statement for the three and six months ended June 30, 2010 and 2009. Each ROE percentage is computed by dividing income or expense for the category by the average amount of stockholders’ equity for the period.


	Three Months Ended June 30,										Six Months Ended June 30,
(Dollars in millions)	2010					2009					2010					2009
	Amount			ROE ^(a)		Amount			ROE ^(a)		Amount			ROE ^(a)		Amount			ROE ^(a)

Net interest income	$	64		5.30	%	$	109		7.27	%	$	132		5.54	%	$	222		7.50	%

Net (losses) gains on derivatives and hedging activities		(3	)	(0.26	)		3		0.23			(1	)	(0.05	)		8		0.27
Other non-interest income		8		0.65			2		0.12			9		0.40			10		0.34


Total non-interest income		5		0.39			5		0.35			8		0.35			18		0.61


Total revenue		69		5.69			114		7.62			140		5.89			240		8.11

Total other expense		(13	)	(1.03	)		(13	)	(0.84	)		(25	)	(1.07	)		(25	)	(0.83	)
Assessments		(15	)	(b	)		(27	)	(b	)		(31	)	(b	)		(57	)	(b	)


Net income	$	41		4.66	%	$	74		6.78	%	$	84		4.82	%	$	158		7.28	%

	(a)		The ROE amounts have been computed using dollars in thousands. Accordingly, recalculations based upon the disclosed amounts (millions) in this table may produce nominally different results.

	(b)		The effect on ROE of the REFCORP and Affordable Housing Program assessments is pro-rated within the other categories.

Compared to the first two quarters of 2009, the earnings performance in each of the first two quarters of 2010 was more normal relative to historical experiences, given the low levels of interest rates in both years. The abnormally wide earnings relative to short-term interest rates in the first six months of 2009 reflected extremely wide spreads earned on LIBOR-indexed Advances resulting from high short-term LIBOR relative to our short-term Consolidated Obligation funding costs during that period. This is explained in more detail below.

Net Interest Income

Components of Net Interest Income

The following table shows the two major components of net interest income, as well as the three major subcomponents of the net interest spread, for the three and six months ended June 30, 2010 and 2009.


	Three Months Ended June 30,												Six Months Ended June 30,
(Dollars in millions)	2010						2009						2010						2009
				Pct of						Pct of						Pct of						Pct of
				Earning						Earning						Earning						Earning
	Amount			Assets			Amount			Assets			Amount			Assets			Amount			Assets

Components of net interest rate spread:
Other components of net interest rate spread	$	53			0.31	%	$	88			0.42	%	$	107			0.31	%	$	185			0.42	%
Net (amortization)/accretion ^{(1) (2)}		(8	)		(0.05	)		(3	)		(0.02	)		(13	)		(0.04	)		(16	)		(0.04	)
Prepayment fees on Advances, net ⁽²⁾		1			0.01			1			-			3			0.01			5			0.01


Total net interest rate spread		46			0.27			86			0.40			97			0.28			174			0.39

Earnings from funding assets with interest-free capital		18			0.11			23			0.11			35			0.10			48			0.11


Total net interest income/net interest margin	$	64			0.38	%	$	109			0.51	%	$	132			0.38	%	$	222			0.50	%

(1)		Includes (amortization)/accretion of premiums/discounts on mortgage assets and Consolidated Obligations and deferred transaction costs (concession fees) for Consolidated Obligations.
(2)		These components of net interest rate spread have been segregated here to display their relative impact.

Earnings From Capital. Earnings generated from funding interest-earning assets with interest-free capital (“earnings from capital”) decreased in both comparisons because of the significant reductions in interest rates, especially short-term rates, that reduced yields earned on interest-earning assets funded with interest-free capital. We deploy much of our capital in short-term and adjustable-rate assets to help ensure that our ROE moves with short-term interest rates and to help control market risk exposure.

Net Amortization/Accretion. Net amortization/accretion includes recognition of premiums and discounts purchased on mortgage assets and of premiums, discounts and concessions paid on Consolidated Obligation Bonds. Although volatility in net amortization can be substantial, the total change in such amortization was moderate in both comparisons.

Prepayment Fees on Advances. Prepayment fees depend mostly on the actions and preferences of members to continue holding Advances. Fees in one period of time do not necessarily indicate a trend that will continue in future periods. Although the fees we charge for early repayment of certain Advances can be, and in the past have been, significant, they were modest in the both 2010 and 2009. The prepayment fees are designed to make us economically indifferent to whether members hold Advances to maturity or repay them before their maturity.

Other Components of Net Interest Rate Spread. Excluding net amortization and Advance prepayment fees, the other components of the net interest rate spread decreased by $78 million (42 percent) in the six-months comparison and by $35 million in the three-months comparison. Several factors, discussed below in estimated order of impact from largest to smallest, were primarily responsible for the reductions.

Six-Months Comparison

	▪		*Narrower portfolio spreads on LIBOR Advances—Unfavorable:*** We use Discount Notes to fund a large amount (normally between $10 billion and $20 billion) of LIBOR-indexed Advances. In the first six months of 2009, average portfolio spreads on LIBOR-indexed Advances relative to their Discount Note funding were abnormally wider than the 18 to 20 basis points historical average; in some months, the spreads were more than 100 basis points. In the first six months of 2010, the spreads were close to their historical average.

			Spreads widened because the financial crisis raised the cost of inter-bank lending (represented by LIBOR) relative to other short-term interest costs such as our Discount Notes. Early in the third quarter of 2009, the spread between LIBOR and Discount Notes moved back to approximately its long-term historical level. This was due to the market’s perception that the financial crisis had ended combined with the effects of the massive amounts of government liquidity injected into the financial system.

	▪		*Re-issuing called Consolidated Bonds at lower debt costs—Favorable:*** Between June 30, 2009 and June 30, 2010, the low intermediate- and long-term interest rate environment enabled us to retire (call) approximately $10 billion of unswapped Bonds before their final maturities and replace them with new Consolidated Obligations, many at substantially lower interest rates. Most of the called Bonds funded mortgage assets. The favorable impact of these actions was somewhat muted because we extended the maturities of the new Bonds in order to reduce market risk exposure to higher interest rates.

	▪		*Lower net spreads on new mortgage assets—Unfavorable:*** Between June 30, 2009 and June 30, 2010, we purchased $4.7 billion of new mortgage assets (loans in the Mortgage Purchase Program and mortgage-backed securities). Net spreads relative to funding costs on the purchased assets were on average narrower than the net spreads that had been earned on the mortgage assets paid down in this period. In part, this was due to our actions to reduce market risk exposure to higher interest rates by extending the maturities of debt issued to fund the new assets.

	▪		*Decrease in financial leverage due to lower balances of Advances and mortgage assets—Unfavorable:*** In the first six months of 2010 compared to the same period of 2009, the average principal balance of Advances declined by $16.4 billion and the average principal balance of mortgage assets (including the Mortgage Purchase Program and mortgage-backed securities) declined by $0.9 billion.

Three-Months Comparison

For the three-months comparison, the same factors affected the other components of net interest rate spread as in the six-months comparison and in approximately the same relative magnitude.

Average Balance Sheet and Yield/Rates

The following two tables provide yields/rates and average balances for major balance sheet accounts. They provide details on the decreases in the net interest rate spread. All data include the impact of interest rate swaps, which we allocate to each asset and liability category according to their designated hedging relationship.


(Dollars in millions)	Three Months Ended							Three Months Ended
	June 30, 2010							June 30, 2009
	Average				Average			Average				Average
	Balance		Interest		Rate ⁽¹⁾			Balance		Interest		Rate ⁽¹⁾

Assets
Advances	$	32,033	$	73		0.92	%	$	47,235	$	158		1.34	%
Mortgage loans held for portfolio ⁽²⁾		8,910		104		4.68			9,834		135		5.51
Federal funds sold and securities purchased under resale agreements		9,637		4		0.18			9,932		4		0.15
Other short-term investments		60		-		0.12			77		-		0.22
Interest-bearing deposits in banks ^{(3) (4)}		4,865		3		0.25			5,796		6		0.42
Mortgage-backed securities		11,784		138		4.68			11,751		135		4.60
Other long-term investments		8		-		3.59			11		-		4.24
Loans to other FHLBanks		4		-		0.20			13		-		0.13

Total earning assets		67,301		322		1.92			84,649		438		2.07

Allowance for credit losses on mortgage loans		-							-
Other assets		224							288


Total assets	$	67,525						$	84,937


Liabilities and Capital
Term deposits	$	242		-		0.38		$	132		-		0.98
Other interest bearing deposits ⁽⁴⁾		1,390		-		0.05			1,686		-		0.04
Short-term borrowings		25,269		10		0.16			33,851		28		0.33
Unswapped fixed-rate Consolidated Bonds		24,709		238		3.86			25,454		264		4.16
Unswapped adjustable-rate Consolidated Bonds		1,000		-		0.14			4,896		10		0.81
Swapped Consolidated Bonds		9,791		5		0.21			12,970		26		0.82
Mandatorily redeemable capital stock		411		5		4.50			99		1		4.50
Other borrowings		-		-		-			-		-		-

Total interest-bearing liabilities		62,812		258		1.65			79,088		329		1.67


Non-interest bearing deposits		7							5
Other liabilities		1,178							1,449
Total capital		3,528							4,395


Total liabilities and capital	$	67,525						$	84,937


Net interest rate spread						0.27	%						0.40	%


Net interest income and net interest margin			$	64		0.38	%			$	109		0.51	%


Average interest-earning assets to interest-bearing liabilities						107.15	%						107.03	%

	(1)		Amounts used to calculate average rates are based on dollars in thousands. Accordingly, recalculations based upon the disclosed amounts (millions) may not produce the same results.

	(2)		Nonperforming loans are included in average balances used to determine average rate. There were no non-accrual loans for the periods displayed.

	(3)		Includes securities classified as available-for-sale, based on their amortized costs. The yield information does not give effect to changes in fair value that are reflected as a component of stockholders’ equity for available-for-sale securities.

	(4)		Amounts include certificates of deposits and bank notes that are classified as available-for-sale securities in the Statements of Condition. Additionally, the average balance amounts include the rights or obligations to cash collateral, which are included in the fair value of derivative assets or derivative liabilities on the Statements of Condition at period end.


(Dollars in millions)	Six Months Ended							Six Months Ended
	June 30, 2010							June 30, 2009
	Average				Average			Average				Average
	Balance		Interest		Rate ⁽¹⁾			Balance		Interest		Rate ⁽¹⁾

Assets
Advances	$	33,104	$	146		0.89	%	$	49,709	$	384		1.56	%
Mortgage loans held for portfolio ⁽²⁾		9,048		216		4.81			9,453		252		5.37
Federal funds sold and securities purchased under resale agreements		9,252		7		0.16			8,054		7		0.17
Other short-term investments		1,660		1		0.11			52		-		0.37
Interest-bearing deposits in banks ^{(3) (4)}		5,412		6		0.21			10,639		19		0.35
Mortgage-backed securities		11,658		272		4.70			12,088		291		4.84
Other long-term investments		8		-		3.71			12		-		4.29
Loans to other FHLBanks		4		-		0.14			6		-		0.12

Total earning assets		70,146		648		1.86			90,013		953		2.13

Allowance for credit losses on mortgage loans		-							-
Other assets		258							304


Total assets	$	70,404						$	90,317


Liabilities and Capital
Term deposits	$	191		-		0.41		$	121		1		1.17
Other interest bearing deposits ⁽⁴⁾		1,519		-		0.04			1,511		-		0.05
Short-term borrowings		25,976		17		0.13			40,500		89		0.44
Unswapped fixed-rate Consolidated Bonds		24,920		480		3.88			25,375		547		4.35
Unswapped adjustable-rate Consolidated Bonds		1,000		1		0.10			5,157		28		1.11
Swapped Consolidated Bonds		11,621		8		0.14			11,675		64		1.10
Mandatorily redeemable capital stock		453		10		4.52			106		2		4.17
Other borrowings		1		-		0.21			3		-		0.07

Total interest-bearing liabilities		65,681		516		1.58			84,448		731		1.74


Non-interest bearing deposits		7							4
Other liabilities		1,210							1,492
Total capital		3,506							4,373


Total liabilities and capital	$	70,404						$	90,317


Net interest rate spread						0.28	%						0.39	%


Net interest income and net interest margin			$	132		0.38	%			$	222		0.50	%


Average interest-earning assets to interest-bearing liabilities						106.80	%						106.59	%

	(1)		Amounts used to calculate average rates are based on dollars in thousands. Accordingly, recalculations based upon the disclosed amounts (millions) may not produce the same results.

	(2)		Nonperforming loans are included in average balances used to determine average rate. There were none for the periods displayed.

	(3)		Includes securities classified as available-for-sale, based on their amortized costs. The yield information does not give effect to changes in fair value that are reflected as a component of stockholders’ equity for available-for-sale securities.

	(4)		Amounts include certificates of deposits and bank notes that are classified as available-for-sale securities in the Statements of Condition. Additionally, the average balance amounts include the rights or obligations to cash collateral, which are included in the fair value of derivative assets or derivative liabilities on the Statements of Condition at period end.

The 0.13 and 0.11 percentage points reductions in the net interest rate spread for the three-month and six-month comparisons, respectively, resulted primarily from the net impacts of the factors discussed above in “Other Components of Net Interest Rate Spread.”

The average rates on Advances, short-term borrowings, adjustable-rate Bonds, and swapped Bonds decreased mostly because of the sharp declines in short-term LIBOR. The average rates on Federal funds sold were relatively stable, as the Federal Reserve had dropped the overnight Federal funds rate to its current level by the end of 2008.

The average rates on mortgage loans held for portfolio and mortgage-backed securities decreased due to the lower yields on new mortgages versus existing mortgages (except as noted in the next sentence). The rate on mortgage-backed securities increased in the three-months comparison because of a sharp reduction in net amortization on that account, primarily in response to higher mortgage rates in the second quarter of 2009 and lower mortgage rates in the second quarter of 2010.

Volume/Rate Analysis

Changes in both average balances (volume) and interest rates influence changes in net interest income and net interest margin. The following table summarizes these changes and trends in interest income and interest expense.


	Three Months Ended									Six Months Ended
(In millions)	June 30, 2010 over 2009									June 30, 2010 over 2009
	Volume⁽¹⁾⁽³⁾			Rate ⁽²⁾⁽³⁾			Total			Volume⁽¹⁾⁽³⁾			Rate ⁽²⁾⁽³⁾			Total

Increase (decrease) in interest income
Advances	$	(43	)	$	(42	)	$	(85	)	$	(104	)	$	(134	)	$	(238	)
Mortgage loans held for portfolio		(12	)		(19	)		(31	)		(11	)		(25	)		(36	)
Federal funds sold and securities purchased under resale agreements		-			-			-			1			(1	)		-
Other short-term investments		-			-			-			1			-			1
Interest-bearing deposits in banks		(1	)		(2	)		(3	)		(7	)		(6	)		(13	)
Mortgage-backed securities		-			3			3			(10	)		(9	)		(19	)
Other long-term investments		-			-			-			-			-			-
Loans to other FHLBanks		-			-			-			-			-			-


Total		(56	)		(60	)		(116	)		(130	)		(175	)		(305	)

Increase (decrease) in interest expense
Term deposits		-			-			-			-			(1	)		(1	)
Other interest-bearing deposits		-			-			-			-			-			-
Short-term borrowings		(6	)		(12	)		(18	)		(24	)		(48	)		(72	)
Unswapped fixed-rate Consolidated Bonds		(8	)		(18	)		(26	)		(9	)		(58	)		(67	)
Unswapped adjustable-rate Consolidated Bonds		(5	)		(5	)		(10	)		(13	)		(14	)		(27	)
Swapped Consolidated Bonds		(5	)		(16	)		(21	)		(1	)		(55	)		(56	)
Mandatorily redeemable capital stock		4			-			4			8			-			8
Other borrowings		-			-			-			-			-			-


Total		(20	)		(51	)		(71	)		(39	)		(176	)		(215	)


Increase (decrease) in net interest income	$	(36	)	$	(9	)	$	(45	)	$	(91	)	$	1		$	(90	)

	(1)		Volume changes are calculated as the change in volume multiplied by the prior year rate.

	(2)		Rate changes are calculated as the change in rate multiplied by the prior year average balance.

	(3)		Changes that are not identifiable as either volume-related or rate-related, but rather are equally attributable to both volume and rate changes, have been allocated to the volume and rate categories based upon the proportion of the absolute value of the volume and rate changes.

Effect of the Use of Derivatives on Net Interest Income

The following table shows the effect of using derivatives on net interest income. The table does not provide the effect on earnings from accounting for derivatives under derivative and fair value accounting rules; this is provided in the next section “Non-Interest Income and Non-Interest Expense.”


(In millions)	Three Months Ended June 30,						Six Months Ended June 30,
	2010			2009			2010			2009

Advances ⁽¹⁾	$	(114	)	$	(131	)	$	(233	)	$	(241	)
Mortgage purchase commitments ⁽²⁾		(1	)		-			(1	)		2
Consolidated Obligations ⁽¹⁾		31			38			74			72


Decrease to net interest income	$	(84	)	$	(93	)	$	(160	)	$	(167	)

	(1)		Relates to interest rate swap interest.

	(2)		Relates to the amortization of derivative fair value adjustments.

The primary reasons we use derivatives, most of which are interest rate swaps, are to manage interest rate risk exposure and to reduce funding costs for Consolidated Obligations. The use of derivatives results in a much closer match of actual cash flows between assets and liabilities than would occur otherwise, but has a consequent reduction in earnings. Most of our derivatives

synthetically convert the fixed interest rates on the swapped Advances and Consolidated Obligations to adjustable-coupon rates tied to short-term LIBOR (mostly three-month), which normally have lower interest rates than the fixed rates. This was especially true in the interest rate environments of 2009 and 2010, which had very steep yield curves. The total net impact of using derivatives was to decrease net interest income by nearly the same amount in both comparison periods. However, the reduction in earnings from using derivatives was acceptable because it enabled us to significantly lower risk exposure.

See the section “Use of Derivatives in Market Risk Management” in “Quantitative and Qualitative Disclosures About Risk Management” for further information.

Non-Interest Income and Non-Interest Expense

The following table presents non-interest income and non-interest expense for the three and six months ended June 30, 2010 and 2009.


(Dollars in millions)	Three Months Ended June 30,						Six Months Ended June 30,
		2010			2009			2010			2009
Other Income
Net gains on held-to-maturity securities		$	6		$	-		$	6		$	6
Net (losses) gains on derivatives and hedging activities			(3	)		3			(1	)		8
Other non-interest income, net			2			2			3			4


Total other income		$	5		$	5		$	8		$	18


Other Expense
Compensation and benefits		$	7		$	7		$	15		$	14
Other operating expense			4			4			7			7
Finance Agency			1			1			2			1
Office of Finance			1			1			1			2
Other expenses			-			-			-			1


Total other expense		$	13		$	13		$	25		$	25


Average total assets		$	67,525		$	84,937		$	70,404		$	90,317
Average regulatory capital			3,946			4,501			3,966			4,485

Total other expense to average total assets ⁽¹⁾			0.07%			0.06%			0.07%			0.05%
Total other expense to average regulatory capital ⁽¹⁾			1.25%			1.12%			1.29%			1.11%

(1)

Amounts used to calculate percentages are based on dollars in thousands. Accordingly, recalculations based upon the disclosed amounts (millions) may not produce the same results.

The net gains on held-to-maturity securities resulted from our sales of mortgage-backed securities in the second quarter of 2010 and in the first quarter of 2009.

The changes in net gains or losses on derivatives and hedging activities in all periods shown in the table represented mostly unrealized market value adjustments, which resulted primarily from the reductions in interest rates, and secondarily represented the amortization of market value gains. The market values adjustments as a percentage of notional derivatives principal were modest, less than 0.05 percentage points. We consider the amount of volatility in these periods to be modest and consistent with the close hedging relationships of our derivative transactions.

Although other expense was relatively stable in all periods shown, it increased as a percent of regulatory capital because of the reduction in capital in 2010 versus 2009.

REFCORP and Affordable Housing Program Assessments

In the first two quarters of 2010, assessments totaled $31 million, which reduced ROE by 1.80 percentage points. In the first two quarters of 2009, assessments totaled $57 million, which reduced ROE by 2.64 percentage points. The relative burden of assessments decreased because net income before assessments fell 46 percent while average GAAP capital fell only 20 percent.

Segment Information

Note 16 of the Notes to Unaudited Financial Statements presents information on our two operating business segments. The table below summarizes each segment’s operating results for the three and six months ended June 30, 2010 and 2009.


	Traditional			Mortgage
(Dollars in millions)	Member			Purchase
	Finance			Program			Total
Three Months Ended June 30, 2010

Net interest income	$	44		$	20		$	64

Net income	$	25		$	16		$	41


Average assets	$	58,573		$	8,952		$	67,525

Assumed average capital allocation	$	3,060		$	468		$	3,528


Return on Average Assets ⁽¹⁾		0.17	%		0.70	%		0.24	%

Return on Average Equity ⁽¹⁾		3.32	%		13.45	%		4.66	%


Three Months Ended June 30, 2009

Net interest income	$	69		$	40		$	109

Net income	$	48		$	26		$	74


Average assets	$	75,057		$	9,880		$	84,937

Assumed average capital allocation	$	3,890		$	505		$	4,395


Return on Average Assets ⁽¹⁾		0.26	%		1.08	%		0.35	%

Return on Average Equity ⁽¹⁾		4.92	%		21.13	%		6.78	%

(1)

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


	Traditional		Mortgage
(Dollars in millions)	Member		Purchase
	Finance		Program		Total
Six Months Ended June 30, 2010

Net interest income	$	85	$	47	$	132

Net income	$	49	$	35	$	84


Average assets	$	61,313	$	9,091	$	70,404

Assumed average capital allocation	$	3,053	$	453	$	3,506


Return on Average Assets⁽¹⁾		0.16%		0.77%		0.24%

Return on Average Equity⁽¹⁾		3.24%		15.42%		4.82%


Six Months Ended June 30, 2009

Net interest income	$	161	$	61	$	222

Net income	$	119	$	39	$	158


Average assets	$	80,819	$	9,498	$	90,317

Assumed average capital allocation	$	3,913	$	460	$	4,373


Return on Average Assets⁽¹⁾		0.30%		0.83%		0.35%

Return on Average Equity⁽¹⁾		6.11%		17.20%		7.28%

(1)

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

Traditional Member Finance Segment

For both the three- and six-month comparisons, the decrease in net income and ROE reflected primarily the return to an historically-normal spread between LIBOR-indexed Advances and Discount Note funding, the reduction in the earnings from capital, the lower Advance balances, and narrower net spreads on new mortgage-backed securities compared to the spreads that had been earned on mortgages that paid down. These factors were offset only partially by calls of Consolidated Bonds funding mortgage-backed securities. See the discussion above in “Other Components of Net Interest Rate Spread.”

Mortgage Purchase Program Segment

The profitability of the Mortgage Purchase Program continued to be favorable, while not significantly raising market risk and maintaining limited credit risk. The Program averaged 13 percent of total assets but accounted for 41 percent of earnings in the first six months of 2010. The decrease in profitability for both the three- and six-month comparisons resulted from two factors: 1) narrower spreads earned on new mortgages purchased compared to spreads that had been earned on mortgages that paid down and 2) higher net amortization for the Program, including premiums paid on mortgages and concessions recognized on called Bonds. These unfavorable factors were only partially offset by replacing called Bonds with lower cost debt.

Although this segment can exhibit more earnings volatility relative to short-term interest rates than the Traditional Member Finance segment, we believe the Mortgage Purchase Program will continue to provide competitive risk-adjusted returns and augment earnings available to pay as dividends.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT RISK MANAGEMENT

Market Risk

Overview

Market risk exposure of our earnings and the value of stockholders’ capital investment in the FHLBank to unexpected changes and volatility in the market environment and business conditions is normally one of our largest residual risk exposures. We attempt to minimize market risk exposure while earning a competitive return on members’ capital stock investment.

Market Value of Equity and Duration of Equity – Entire Balance Sheet

Two key measures of market risk exposure—the sensitivity of the market value of equity and the duration of equity for the entire balance sheet under interest rate shocks (in basis points)—are presented in the following table. Average results are compiled using data for each month end.

Market Value of Equity


(Dollars in millions)	Down 200			Down 100			Down 50			Flat Rates			Up 50			Up 100			Up 200


Average Results

*2010 Year-to-Date*
Market Value of Equity	$	3,928		$	4,027		$	4,085		$	4,127		$	4,123		$	4,089		$	3,958

% Change from Flat Case		(4.8	)%		(2.4	)%		(1.0	)%		-			(0.1	)%		(0.9	)%		(4.1	)%

*2009 Full Year*
Market Value of Equity	$	4,146		$	4,247		$	4,324		$	4,404		$	4,446		$	4,442		$	4,334

% Change from Flat Case		(5.9	)%		(3.6	)%		(1.8	)%		-			1.0	%		0.9	%		(1.6	)%



Month-End Results

*June 30, 2010*
Market Value of Equity	$	3,915		$	4,009		$	4,107		$	4,227		$	4,299		$	4,294		$	4,185

% Change from Flat Case		(7.4	)%		(5.2	)%		(2.8	)%		-			1.7	%		1.6	%		(1.0	)%

*December 31, 2009*
Market Value of Equity	$	4,184		$	4,251		$	4,271		$	4,280		$	4,256		$	4,208		$	4,066

% Change from Flat Case		(2.2	)%		(0.7	)%		(0.2	)%		-			(0.6	)%		(1.7	)%		(5.0	)%

*Duration of Equity*

(In years)	Down 200			Down 100			Down 50			Flat Rates			Up 50			Up 100			Up 200


Average Results

2010 Year-to-Date		(1.9	)		(2.6	)		(2.3	)		(0.7	)		1.2			2.4			4.0

2009 Full Year		(2.3	)		(3.3	)		(3.8	)		(2.9	)		(0.7	)		1.3			3.5



Month-End Results

June 30, 2010		(2.3	)		(4.4	)		(5.6	)		(5.2	)		(0.9	)		1.2			3.7

December 31, 2009		(0.8	)		(0.7	)		(0.6	)		0.6			1.8			2.8			4.1

These measures indicate that in the first six months of 2010, as in 2009, residual market risk exposure was moderate. By June 30, 2010, market risk exposure was below historical average levels, especially exposure to higher interest rates. In 2009 and the first six months of 2010, we lowered exposure to higher interest rates, primarily by extending the average maturity of unswapped Bonds used to fund mortgage assets.

Based on the market risk metrics, as well as analysis of cash flows and earnings simulations, we expect that profitability will remain competitive even if interest rates were to change by a substantial amount. Profitability could become uncompetitive if long-term rates were to increase immediately and permanently by four percentage points or more, or short-term rates were to increase immediately and permanently to at least eight percent. This amount of extreme change in interest rates would not

result in negative earnings, unless possibly coupled with many other market and business variables experiencing extremely unfavorable changes, and would not threaten to impair our capital stock.

Regarding lower mortgage rates, we made calls of unswapped Bonds totaling $22 billion between the fourth quarter of 2008 and June 30, 2010 and replaced them with new Consolidated Obligations, many of them at significantly lower interest costs. Mortgage prepayments did not increase proportionately to the amount of the Bonds called, in part due to the credit conditions—especially falling home prices—that have made refinancing difficult for many homeowners. The amount of Bonds we called will substantially mitigate—but not completely offset—the lower earnings resulting from a possible large acceleration in mortgage prepayment speeds if mortgage rates decrease again substantially and for a long period of time.

On June 30, 2010, the mortgage asset portfolio had a net premium balance of $100 million. We project that a 0.50 percentage decrease in the currently low mortgage rates would result in a $12 million immediate one-time increase in net amortization of mortgage asset net premiums (which would lower earnings), while a 2.00 percentage increase to mortgage rates would result in a $6 million immediate one-time decrease in net amortization (which would raise earnings). Although either amount of volatility would result in a substantial change in ROE in the quarter the rate change occurred, it would not materially threaten the competiveness of profitability. Further, the earnings reduction from the change in net amortization would occur for only one quarter.

Market Capitalization Ratios

The following table presents two market capitalization ratios for the current (flat rate) interest rate environment.


	June 30, 2010	December 31, 2009

Market Value of Equity to Book Value of Regulatory Capital	107%	103%

Market Value of Equity to Par Value of Regulatory Capital Stock	120%	114%

Because both ratios were above 100 percent and relatively stable in the first six months of 2010, they support the assessment that we have a moderate amount of market risk exposure. Currently the ratios are at very favorable (high) levels, due to the combination of generally low mortgage rates, the anomaly of extremely high market prices on mortgage assets, narrower than expected market spreads on new mortgage assets, the Bond calls discussed above, and (for the second ratio) the fact that retained earnings comprise 11 percent of regulatory capital.

Market Risk Exposure of the Mortgage Assets Portfolio

Sensitivities of the market value of equity for the mortgage assets portfolio under interest rate shocks (in basis points) are shown below. Average results are compiled using data for each month end.

% Change in Market Value of Equity—Mortgage Assets Portfolio


	Down 200			Down 100			Down 50			Flat Rates		Up 50			Up 100			Up 200

Average Results

2010 Year-to-Date		(15.8	)%		(7.8	)%		(3.3	)%		-		(0.2	)%		(2.9	)%		(12.9	)%

2009 Full Year		(25.0	)%		(14.8	)%		(7.5	)%		-		4.0	%		4.0	%		(4.7	)%



Month-End Results

June 30, 2010		(23.2	)%		(15.7	)%		(8.6	)%		-		5.2	%		4.9	%		(2.6	)%

December 31, 2009		(8.0	)%		(2.4	)%		(0.7	)%		-		(1.9	)%		(5.8	)%		(17.3	)%

These measures indicate that the market risk exposure of the mortgage assets portfolio had similar directional trends across interest rate shocks as those of the entire balance sheet. We believe that our mortgage assets portfolio has a moderate amount of market risk exposure and is consistent with our conservative risk philosophy and cooperative business model. However, as expected, the mortgage assets portfolio had substantially greater risk than the entire balance sheet.

Use of Derivatives in Market Risk Management

The following table presents the notional principal amounts of the derivatives used to hedge other financial instruments. The large reduction in Consolidated Obligation swaps was because the cost of Discount Notes decreased relative to swapped funding in the first six months of 2010.


		June 30,		December 31,
(In millions)		2010		2009
Hedged Item	Hedging Instrument

Consolidated Obligations	Interest rate swap	$	9,644	$	15,523
Convertible Advances	Interest rate swap		2,330		2,816
Putable Advances	Interest rate swap		6,926		7,037
Regular Fixed Rate Advances	Interest rate swap		2,981		3,469
Mandatory Delivery Contracts	Commitments to sell to-be-announced mortgage-backed securities		5		-


Total based on Hedged Item⁽¹⁾		$	21,886	$	28,845

(1)

We enter into Mandatory Delivery Contracts (commitments to purchase loans) in the normal course of business and economically hedge them with interest rate forward agreements (commitments to sell to-be-announced mortgage-backed securities). Therefore, the Mandatory Delivery Contracts (which are derivatives) are the objects of the hedge (the Hedged Item) and are not listed as a Hedging Instrument in this table.

The table below presents the notional principal amounts of derivatives according to their accounting treatment and hedge relationship. This table differs from the one above in that it displays all derivatives, including Mandatory Delivery Contracts. The changes shown did not represent new hedging or risk management strategies or a change in accounting treatment of existing hedges.


	June 30,		December 31,
(In millions)	2010		2009

Shortcut (Fair Value) Treatment
Advances	$	4,970	$	5,733
Consolidated Obligations		450		450


Total		5,420		6,183

Long-haul (Fair Value) Treatment
Advances		7,083		7,405
Consolidated Obligations		7,995		14,873


Total		15,078		22,278

Economic Hedges
Advances		184		184
Consolidated Obligations		1,199		200
Mandatory Delivery Contracts		98		79
To-be-announced mortgage-backed securities hedges		5		-


Total		1,486		463


Total Derivatives	$	21,984	$	28,924

Capital Adequacy

We have always complied with each of the Finance Agency’s capital requirements. See the “Capital Resources” section of “Analysis of Financial Condition” and Note 13 of the Notes to Unaudited Financial Statements for more information on our capital adequacy.

Our Retained Earnings Policy sets forth a range for the amount of retained earnings we believe is needed to mitigate impairment risk and augment dividend stability in light of the material risks we face. The Policy conservatively establishes a range of adequate retained earnings from $140 million to $285 million, with a target level of $170 million. On June 30, 2010, we had $423 million of retained earnings. Given the recent financial and regulatory environment, we believe that an abundance of caution is prudent; therefore, in the last several years we have been carrying a greater amount of retained earnings than required by our policy.

Credit Risk

Overview

For the reasons detailed below, we believe we have a minimal amount of residual credit risk exposure related to our dealings with members, purchases of investments, and transactions in derivatives.

Credit Services

Overview. We have numerous policies and practices to manage credit risk exposure from our secured lending activities, which include Advances and Letters of Credit. The objective of our credit risk management is to equalize risk exposure across members and counterparties to a zero level of expected losses. Despite deterioration in the credit conditions of many of our members and in the value of some pledged collateral over the last two years, we believe that credit risk exposure in our secured lending activities continued to be minimal in the first six months of 2010. We base this assessment on the following factors:

	▪		a conservative approach to collateralizing credit that results in significant over-collateralization. This includes 1) systematically raising collateral margins and collateral status as the financial condition of a member or of the collateral pledged deteriorates, and 2) adjusting collateral margins for subprime and nontraditional mortgage loans that we have identified and determined are not properly underwritten;

	▪		close monitoring of members’ financial conditions and repayment capacities;

	▪		a risk focused process for reviewing and verifying the quality, documentation, and administration of pledged loan collateral;

	▪		a moderate level of exposure to poorly performing subprime and nontraditional mortgages pledged as collateral; and

	▪		a history of never experiencing a credit loss or delinquency on any Advance.

Because of these factors, we have never established a loan loss reserve for Credit Services.

Collateral. We require each member to provide us a security interest in eligible collateral before it can undertake any secured borrowing. One of our most important policy parameters is that each member must overcollateralize its borrowings and must maintain borrowing capacity in excess of its credit outstanding. As of June 30, 2010, the over-collateralization resulted in total collateral pledged of $142.5 billion with total borrowing capacity of $87.1 billion. Lower borrowing capacity results because we make downward adjustments to the collateral pledged to recognize risks that may affect its realizable value in the event we must liquidate it. Over-collateralization by one member is not applied to another member.

The table below identifies the allocation of pledged collateral as of June 30, 2010. 1-4 Family Residential collateral decreased substantially ($8 billion) from the end of 2009, due primarily to both lower levels of loans carried on a few large members’ balance sheets and lower amounts of eligible collateral due to identification of ineligible loans as a result of collateral due diligence reviews.


	June 30, 2010					December 31, 2009
	Percent of Total			Collateral Amount		Percent of Total			Collateral Amount
	Pledged Collateral			($ Billions)		Pledged Collateral			($ Billions)

1-4 Family Residential		60	%		$ 86.2		62	%		$ 94.0
Home Equity Loans		21			29.3		18			27.6
Commercial Real Estate		10			14.4		9			14.0
Bond Securities		7			9.4		9			14.0
Multi-Family		2			2.7		2			2.1
Farm Real Estate		(a	)		0.5		(a	)		0.5


Total		100	%		$ 142.5		100	%		$ 152.2

(a)

Less than one percent of total pledged collateral.

The table below indicates for each major collateral type the range of lendable values, as a percentage of the market value of the collateral, remaining after the application of Collateral Maintenance Requirements (CMRs), which are informally referred to as over-collateralization rates or “haircuts.” The ranges exclude subprime and nontraditional mortgage loan collateral. All collateral types receive significant downward adjustments.


	Lendable Value

1-4 Family Residential		57-83	%
Home Equity Loans		18-69	%
Commercial Real Estate		36-63	%
Bond Securities		49-99	%
Multi-Family		35-57	%
Farm Real Estate		51-69	%

On June 30, 2010, we had $6,866 million of Advances outstanding to former members that had been acquired by financial institutions who are not members of our FHLBank. Of this amount, $5,375 million was supported by subordination or other intercreditor security agreements with other FHLBanks, with collateral totaling $7,792 million based on our required collateral levels. The remainder was collateralized by $390 million of marketable securities and $2,399 million in loan collateral held in our custody. Subordination agreements mitigate our risk in the event of default of the counterparty FHLBank by giving our claim to the value of collateral priority over the interests of the subordinating FHLBank, thus providing an incentive to ensure pledged collateral values are sufficient to cover all parties.

Subprime and Nontraditional Mortgage Loan Collateral. Based on our collateral reviews, we continue to estimate that approximately 20 to 25 percent of pledged residential loan collateral has one or more subprime characteristics and that approximately eight percent of pledged collateral meets the definition of “nontraditional.”

Internal Credit Ratings of Members. We assign each borrower an internal credit rating, based on a combination of internal credit analysis and consideration of available credit ratings from independent credit rating organizations. The analysis focuses on asset quality, financial performance and earnings quality, liquidity, and capital adequacy. In addition to the credit ratings process, we perform ongoing analyses of institutions that pose elevated credit risk. The following tables show the distribution of internal credit ratings we assigned to member and non-member borrowers, which we use to help manage credit risk exposure.

June 30, 2010

(Dollars in billions)


	All Members and Borrowing
	Nonmembers				All Borrowers
			Collateral-Based				Credit		Collateral-Based
Credit			Borrowing				Services		Borrowing
Rating	Number		Capacity		Number		Outstanding		Capacity


1		58	$	1.9		31	$	0.3	$	0.9
2		112		34.1		60		13.7		33.3
3		204		10.8		154		4.2		9.9
4		205		31.2		175		14.1		30.8
5		71		5.4		65		2.5		5.3
6		58		1.8		51		1.5		1.8
7		42		1.9		36		1.4		1.9


Total		750	$	87.1		572	$	37.7	$	83.9


December 31, 2009

(Dollars in billions)

	All Members and Borrowing
	Nonmembers				All Borrowers
			Collateral-Based				Credit		Collateral-Based
Credit			Borrowing				Services		Borrowing
Rating	Number		Capacity		Number		Outstanding		Capacity


1		66	$	2.1		37	$	0.3	$	1.1
2		129		36.6		82		14.4		35.9
3		155		9.8		116		4.0		9.1
4		202		39.7		176		15.6		39.3
5		71		6.5		60		1.6		6.4
6		80		3.3		73		2.4		3.3
7		45		2.0		41		1.2		1.9


Total		748	$	100.0		585	$	39.5	$	97.0

The left table shows the borrowing capacity (Advances and Letters of Credit) of both members and non-member borrowers. The right side includes only institutions with outstanding credit activity, which includes Advances and Letter of Credit obligations, along with their total borrowing capacity. The lower the numerical rating, the higher our assessment of the member’s credit quality. A “4” rating is our assessment of the lowest level of satisfactory performance.

Many of our members continue to be adversely affected by the recent financial crisis and recession, with a resulting significant downward trend in our member credit ratings. This trend began in the second half of 2007 and accelerated thereafter. As of June 30, 2010, 171 members and borrowing nonmembers (23 percent of the total) had credit ratings of 5 or below, with $9.1 billion of borrowing capacity. The decrease in the number of members and borrowing nonmembers with a credit rating of 5 or below from the end of 2009 was due primarily to improvements made to our credit ratings model. These changes involve enhanced balancing of mitigating factors that influence a member’s overall financial condition, which we believe enables us to better identify the riskiest institutions for greater resource focus on these members.

Member Failures, Closures, and Receiverships. There were no member failures in the first six months of 2010.

Mortgage Purchase Program

Overview. We believe that the residual amount of credit risk exposure to loans in the Mortgage Purchase Program is minimal and that it is probable we will be able to collect essentially all remaining principal and interest amounts due. We base this assessment on the following factors:

	▪		the strong credit enhancements for conventional loans;

	▪		the U.S. government insurance on FHA mortgage loans;

	▪		no credit losses realized by us on any of the approximately 128,000 conventional loans purchased since inception of the Program other than a very small amount expected in 2010;

	▪		minimal delinquencies and defaults experienced in the Program’s loan portfolio;

	▪		underwriting and loan characteristics consistent with favorable expected credit performance; and

	▪		only de minimis losses experienced by supplemental mortgage insurance providers.

Because of these factors, we have not established a loan loss reserve for the Program and have determined that our mortgage loans were not impaired at June 30, 2010, as at all previous dates.

Lender Risk Account. The amount of loss claims against the Lender Risk Account in the first six months of 2010 was approximately $4 million. Since inception of the Program, loss claims have only used approximately $7 million, or 11 percent, of the Lender Risk Account.

Portfolio Loan Characteristics. Our policy is to originate loans that are of high credit quality. The following table shows Fair Isaac and Company (FICO^®) credit scores at origination for the conventional loan portfolio. There was little change in the FICO^{^®}distribution in the first six months of 2010.


	June 30,			December 31,
FICO^® Score⁽¹⁾	2010			2009

< 620		0	%		0	%
620 to < 660		4			4
660 to < 700		11			11
700 to < 740		19			19
>= 740		66			66

Weighted Average		751			751

(1)

Represents the original FICO^® score of the lowest borrower for the related loan.

High loan-to-value ratios, especially those above 90 percent in which homeowners have little or no equity at stake, are key drivers in potential mortgage delinquencies and defaults. The following table shows loan-to-value ratios for conventional loans based on values at origination dates and values estimated as of June 30, 2010 and December 31, 2009. The estimates of current ratios are based on original loan values, principal paydowns that have occurred since origination, and a third-party estimate of changes in historical home prices for the metropolitan statistical area in which each loan resides. Both measures are weighted by current unpaid principal.


	Based on Origination Dates								Based On Estimated Current Value
		June 30,			December 31,					June 30,			December 31,
Loan-to-Value		2010			2009			Loan-to-Value		2010			2009

<= 60%			21	%		21	%	<= 60%			29	%		31	%
> 60% to 70%			18			19		> 60% to 70%			18			20
> 70% to 80%			53			52		> 70% to 80%			24			29
> 80% to 90%			5			5		> 80% to 90%			16			10
> 90%			3			3		> 90% to 100%			6			5
								> 100%			7			5

Weighted Average			70	%		70	%	Weighted Average			70	%		68	%

Although there has been some deterioration in the loan-to-value ratios, as expected in the current economic conditions and housing markets, the data provide further support for our assessment that the Mortgage Purchase Program has a strong overall credit quality. As of June 30, 2010, only 13 percent of loans were estimated to have current loan-to-value ratios above 90 percent, up from ten percent at year-end 2009 and up from three percent at origination dates. By comparison, national average housing prices have fallen by more than 20 percent in the last several years.

Further analysis of high-risk loans shows the following, as of June 30, 2010, which we believe provides further support that the Program is comprised of high quality loans:

	▪		Of the $279 million of conventional principal balances with FICO^® scores below 660 and current loan-to-values less than 100 percent, only $11 million (four percent) were seriously delinquent.

	▪		Of the $456 million of conventional principal balances with FICO^® scores above 660 and current loan-to-values above 100 percent, only $23 million (five percent) were seriously delinquent.

	▪		Of the $33 million of conventional principal balances with FICO^® scores below 660 and current loan-to-values above 100 percent, only $5 million (14 percent) were seriously delinquent.

The geographical allocation of loans in the Program, based on unpaid principal balance of conventional loans, is concentrated in the Midwest (63 percent), with 50 percent of the loans in Ohio. This allocation did not change materially in the first six months of 2010. The concentration of loans in the Midwest may further increase due to the loss of one of our historically largest sellers of loans outside of the Midwest. Loans are less concentrated in the Northeast and West, regions that historically have had the most exposure to credit problems including foreclosures and housing price declines. In addition, only one percent and four percent of total conventional loans were originated in the depressed real-estate markets of Florida and California, respectively.

Based on the available data, we believe we have little exposure to loans in the Program considered to have individual characteristics of “subprime” or “alternative/nontraditional” loans. Further, we do not knowingly purchase any loan that violates the terms of our Anti-Predatory Lending Policy.

Credit Performance. The Mortgage Purchase Program has had a relatively low amount of delinquencies and foreclosures. The table below provides an analysis of conventional loans delinquent or in foreclosure, along with the national average serious delinquency rate. The national average is based on a nationally recognized delinquency survey. Since the financial crisis, our delinquency/foreclosure rates on both conventional and FHA loans have increased substantially but continued to be well below the national averages, and we expect this to continue to be the case.


	Conventional Loan Delinquencies

		June 30,			December 31,
(Dollars in millions)		2010			2009

30 to 59 days delinquent and not in foreclosure		$	70		$	64
60 to 89 days delinquent and not in foreclosure			20			23
90 days or more delinquent and not in foreclosure			23			28
In process of foreclosure ⁽¹⁾			48			43

Serious delinquency rate ⁽²⁾			1.0	%		0.9	%

National average serious delinquency rate⁽³⁾			5.1			5.0

(1)		Includes loans where the decision of foreclosure or similar alternative such as pursuit of deed-in-lieu has been reported.
(2)		Conventional loans that are 90 days or more past due or in the process of foreclosure expressed as a percentage of the total conventional loan portfolio. The FHLBank’s conventional loan portfolio consists only of fixed-rate prime conventional mortgage loans.
(3)		National average of fixed-rate prime conventional loans that are 90 days or more past due or in the process of foreclosure is based on the most recent national delinquency data.

The following table presents additional information on FHA and conventional loans that are past due at the dates indicated.


	June 30,		December 31,
(In millions)	2010			2009
Total par value past due 90 days or more and still accruing interest	$	133		$	135

We perform a credit risk analysis for conventional loans, on a loan-by-loan basis, to determine if projected claims on delinquent loans would be significant enough to exhaust all the credit enhancements. The analysis uses a recognized third-party prepayment and housing credit model, which we believe employs reasonably conservative assumptions on future home price trends. We also stress this model for extremely pessimistic assumptions of future home prices and other variables. At June 30, 2010, we continued to expect no material probable losses on these loans in excess of the combined credit enhancements.

Credit Risk Exposure to Supplemental Insurance Providers. The following table presents information on the concentration of supplemental mortgage insurance providers for our conventional loans and their related credit ratings as of June 30, 2010.

Percent of

Credit Rating

Portfolio

S&P

Moody’s

Fitch

Mortgage Guaranty Insurance Corporation (MGIC)

B+

Ba3

N/A

Genworth Residential Mortgage Insurance Corporation (Genworth)

BBB-

Baa2

N/A

Total

100

Genworth is our current sole provider of supplemental mortgage insurance for new business. We discontinued committing new business with MGIC in 2008, although 53 percent of our loans outstanding have supplemental mortgage insurance underwritten by MGIC. We subject both supplemental mortgage insurance providers to a standard credit underwriting analysis. At June 30, 2010, the net exposure to both providers, after consideration of the protection afforded by the Lender Risk Account, was an estimated $4 million. We believe this constitutes an acceptable amount of exposure under the very extreme scenario of the entire conventional portfolio defaulting and the insurance providers being financially unable to pay any of the resulting claims. Over its life, we have had claims paid on 174 loans in the Mortgage Purchase Program. Because of these factors, we believe we have a very small amount of credit risk exposure to these providers. See the related discussion in “Business Outlook and Update on Risk Factors” of the “Executive Overview.”

Investments

Money Market Investments. The following table presents the par amount of deposits held at the Federal Reserve and unsecured money market investments outstanding in relation to the counterparties’ long-term credit ratings provided by Moody’s, Standard & Poor’s, and/or Fitch Advisory Services.


(In millions)	June 30, 2010		December 31, 2009


Federal Reserve deposits⁽¹⁾	$	3,185		$	1,807
Aaa/AAA		-			3,800
Aa/AA		4,680			6,830
A		4,605			1,990
Baa/BBB		-			-


Total	$	12,470		$	14,427

(1)

Federal Reserve deposit balances are included in Cash and due from banks on the Statement of Condition.

The unsecured investments held with Aaa/AAA counterparties at year-end 2009 were short-term Discount Notes issued by Freddie Mac and Fannie Mae. We held these as trading securities to augment liquidity. The investment in Federal Reserve deposits at the end of each period resulted from our decision to keep funds at the Federal Reserve instead of investing with

traditional unsecured counterparties due to the zero or negative interest rates available on overnight investments with those counterparties on that date.

Mortgage-Backed Securities. Historically, almost all of our mortgage-backed securities have been GSE securities issued by Fannie Mae or Freddie Mac. On June 30, 2010, we held six private-label mortgage-backed securities with an outstanding principal balance of only $144 million. We have policies to limit, monitor and mitigate exposure to investments having collateral that could be considered “subprime” or “alternative/nontraditional.”

As indicated in Note 5 of the Notes to Unaudited Financial Statements, at June 30, 2010, our mortgage-backed securities issued by GSEs in the held-to-maturity securities portfolio had an estimated net unrealized gain totaling $553 million, which was five percent of their amortized cost. The gain reflects the lower overall level of mortgage rates at June 30, 2010 compared to when the securities were originated, and elevated market prices on GSE mortgage-backed securities. The elevated market prices are commonly attributed to the combination of the high demand for mortgage-related securities including from the government, the view of market participants that GSE mortgage-backed securities have little if any credit risk, and the currently reduced prepayment risk.

Private-label mortgage-backed securities have more credit risk than GSE and agency mortgage-backed securities because the issuers do not guarantee principal and interest payments. We believe our private-label securities are composed of high quality mortgages and have had, and will continue to have, a minimal amount of credit risk. We base this assessment on the following factors, among others.

	▪		Each carries increased credit subordination.

	▪		Each is collateralized primarily by prime, fixed-rate, first lien mortgages originated in 2003 or earlier, not in more recent years when the largest numbers of the mortgages with current and expected credit issues were issued.

	▪		Each has loan characteristics consistent with favorable expected credit performance. The average original FICO^® score was 740, and the average current estimated loan-to-value ratio at June 30, 2010 was 51 percent.

	▪		Each has a strong and seasoned credit performance history. At June 30, 2010, the 60-day or more delinquency rate was 0.24 percent and a minor amount (0.50 percent) of the loans backing the securities were in foreclosure or real-estate owned.

The following table summarizes the credit support of our private-label mortgage-backed securities. Credit support significantly exceeds collateral delinquencies.


	Original			Current						Weighted			Maximum
	Weighted-			Weighted			Minimum			Average			Current
	Average			Average			Current			Collateral			Collateral
	Credit Support			Credit Support			Credit Support⁽¹⁾			Delinquency ⁽²⁾			Delinquency^{(1) (2)}
Private-label mortgage-backed securities

June 30, 2010		4.7	%		8.1	%		5.6	%		0.74	%		1.44	%

December 31, 2009		4.7			7.6			5.4			0.54			0.76

	(1)		Represents percentage applicable to an individual security holding within the private-label mortgage-backed securities portfolio.

	(2)		Collateral delinquency includes loans 60 days or more past due that underlie the securities, all bankruptcies, foreclosures, and real estate owned.

The following table presents the fair value of our private-label mortgage-backed securities as a percent of unpaid principal balance. Fair values were approximately par on both dates. As of June 30, 2010, the six private-label mortgage-backed securities on average had paid down 81 percent of their original principal balances.


(Dollars in millions)					Fair Value as
					a Percent of
			Unpaid Principal		Unpaid Principal
	Fair Value		Balance		Balance

June 30, 2010	$	145	$	144		100.9	%

December 31, 2009		187		187		99.9

Based on these factors, we did not consider any of our investments to be other-than-temporarily impaired at June 30, 2010.

Derivatives

Credit Risk Exposure. The table below presents, as of June 30, 2010, the gross credit risk exposure (i.e., the market value) of interest rate swap derivatives outstanding, as well as the net unsecured exposure.

(Dollars in millions)


					Gross		Fair Value			Net
Credit Rating	Number of		Notional		Credit		of Collateral			Unsecured
Category ⁽¹⁾	Counterparties		Principal		Exposure		Held			Exposure


Aaa/AAA		-	$	-	$	-	$	-		$	-
Aa/AA		6		8,961		1		-			1
A		8		12,920		3		(2	)		1


Total		14	$	21,881	$	4	$	(2	)	$	2

(1)

Each category includes the related plus (+) and minus (-) ratings (i.e., “A” includes “A+” and “A-” ratings).

The following table presents, as of June 30, 2010, counterparties that provided 10 percent or more of the total notional amount of interest rate swap derivatives outstanding. The allocation did not change materially from the end of 2009. Although we cannot predict if we will realize credit or market risk losses from any of our derivatives counterparties, we continue to have no reason to believe any of them will be unable to continue making timely interest payments or, more generally, to continue to satisfy the terms and conditions of their derivative contracts with us.


(In millions)		Credit			Net
		Rating	Notional		Unsecured
	Counterparty	Category	Principal		Exposure

	Barclays Bank PLC	Aa/AA	$	5,359	$	-
	Morgan Stanley Capital Services	A		2,481		-
	Bank of America, N.A.	A		2,411		-
	Deutsche Bank AG	A		2,341		-
	All others (10 counterparties)	A to Aa/AA		9,289		2


	Total		$	21,881	$	2

Lehman Brothers Derivatives. On September 15, 2008, Lehman Brothers Holdings, Inc. (“Lehman Brothers”) filed a petition for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code. We had 87 derivative transactions (interest rate swaps) outstanding with a subsidiary of Lehman Brothers, Lehman Brothers Special Financing, Inc. (“LBSF”), with a total notional principal amount of $5.7 billion. Under the provisions of our master agreement with LBSF, all of these swaps automatically terminated immediately prior to the bankruptcy filing by Lehman Brothers. The close-out provisions of the Agreement required us to pay LBSF a net fee of approximately $189 million, which represented the swaps’ total estimated market value at the close of business on Friday, September 12, 2008. We paid LBSF approximately $14 million to settle all of the transactions, comprised of the $189 million market value fee minus the value of collateral we had delivered previously and other interest and expenses. On Tuesday, September 16, 2008, we replaced these swaps with new swaps transacted with other counterparties. The new swaps had the same terms and conditions as the terminated LBSF swaps. The counterparties

to the new swaps paid us a net fee of approximately $232 million to enter into these transactions based on the estimated market values at the time we replaced the swaps.

The $43 million difference between the settlement amount we paid Lehman and the market value fee we received on the replacement swaps represented an economic gain to us based on changes in the interest rate environment between the termination date and the replacement date. Although the difference was a gain to us in this instance, because it represented exposure from terminating and replacing derivatives, it could have been a loss if the interest rate environment had been different. We will amortize the gain into earnings according to the swaps’ final maturities, most of which will occur by the end of 2012.

In early March 2010, representatives of the Lehman bankruptcy estate advised us that they believed that we had been unjustly enriched and that the bankruptcy estate was entitled to the $43 million difference between the settlement amount we paid Lehman and the market value fee we received on the replacement swaps. In early May 2010, we received a Derivatives Alternative Dispute Resolution notice from the Lehman bankruptcy estate with a settlement demand of $65.8 million, plus interest accruing primarily at LIBOR plus 14.5 percent since the bankruptcy filing, based on their view of how the settlement amount should have been calculated. In accordance with the Alternative Dispute Resolution Order of the Bankruptcy Court administering the Lehman estate, a non-binding mediation is now scheduled for August 25, 2010. We intend to fully participate in the mediation as required by the court. We believe that we correctly calculated, and fully satisfied, our obligation to Lehman in September 2008, and we intend to vigorously dispute any claim for additional amounts.

Liquidity Risk and Contractual Obligations

Liquidity Overview

We believe that in the first six months of 2010 our liquidity position remained strong and our overall ability to fund our operations through debt issuance at acceptable interest costs remained sufficient. Our primary source of ongoing liquidity is through our participation in the issuance of FHLBank System Consolidated Obligations. As shown on the Statements of Cash Flows, in the first six months of 2010, our share of participations in debt issuance totaled $288.9 billion for Discount Notes and $10.7 billion for Consolidated Bonds. The System’s triple-A debt ratings, the implicit U.S. government backing of our debt, and our effective funding management were, and continue to be, instrumental in ensuring satisfactory access to the capital markets.

We must meet both operational and contingency liquidity requirements. In the first six months of 2010, as in prior years, we satisfied the operational liquidity requirement both as a function of meeting the contingency liquidity requirement and because we were able to adequately access the capital markets to issue Obligations.

Contingency Liquidity Requirement

The following table presents the components of our contingency liquidity reserves. We continued to hold an ample amount of liquidity reserves to protect against impaired access to the debt markets for at least seven business days.


Contingency Liquidity Requirement (In millions)	June 30,			December 31,
	2010				2009

Total Contingency Liquidity Reserves	$	26,136			$	21,199
Total Requirement		(13,970	)			(6,937	)


Excess Contingency Liquidity Available	$	12,166			$	14,262

Deposit Reserve Requirement

To support our member deposits, we also must meet a statutory deposit reserve requirement. The following table presents the components of this liquidity requirement.


Deposit Reserve Requirement (In millions)	June 30,			December 31,
	2010				2009

Total Eligible Deposit Reserves	$	35,082			$	33,465
Total Member Deposits		(1,608	)			(2,077	)


Excess Deposit Reserves	$	33,474			$	31,388

Contractual Obligations

The following table summarizes our contractual obligations and off-balance sheet commitments at June 30, 2010. The allocations according to the expiration terms and payment due dates of these obligations were not materially different from those at the end of 2009, and changes reflected normal business variations. As discussed elsewhere in this filing, we believe that, as in the past, we will continue to have sufficient liquidity, including from access to the debt markets to issue Consolidated Obligations, to satisfy these obligations timely.


(In millions)	< 1 year		1<3 years		3<5 years		> 5 years		Total


Contractual Obligations
Long-term debt (Consolidated Bonds) – par	$	11,660	$	10,034	$	5,849	$	7,405	$	34,948
Mandatorily redeemable capital stock		10		55		331		-		396
Other long-term obligations (term deposits) – par		253		1		-		-		254
Pension and other postretirement benefit obligations		1		3		4		16		24
Capital lease obligations		-		-		-		-		-

Operating leases (include premises and equipment)		1		2		2		-		5


Total Contractual Obligations before off-balance sheet items		11,925		10,095		6,186		7,421		35,627

Off-balance sheet items ⁽¹⁾
Commitments to fund additional Advances		8		-		-		-		8
Standby Letters of Credit		5,670		79		31		70		5,850
Standby bond purchase agreements		44		315		48		-		407
Commitments to fund mortgage loans		98		-		-		-		98
Consolidated Obligations traded, not yet settled		12		-		145		430		587
Other purchase obligations		-		-		-		-		-
Unused line of credits and other commitments		-		-		-		-		-


Total off-balance sheet items		5,832		394		224		500		6,950


Total Contractual Obligations and off-balance sheet items	$	17,757	$	10,489	$	6,410	$	7,921	$	42,577

(1)

Represents notional amount of off-balance sheet obligations.

Operational Risk

There were no material developments regarding our operational risk during the first six months of 2010.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Information required by this Item is set forth under the caption “Quantitative and Qualitative Disclosures About Risk Management” in Part I, Item 2, of this filing.

Item 4. Controls and Procedures.

DISCLOSURE CONTROLS AND PROCEDURES

As of June 30, 2010, the FHLBank’s management, including its principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”). Based upon that evaluation, these two officers each concluded that as of June 30, 2010, the FHLBank maintained effective disclosure controls and procedures to ensure that information required to be disclosed in the reports that it files under the Exchange Act is (1) accumulated and communicated to management as appropriate to allow timely decisions regarding disclosure and (2) recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

As of June 30, 2010, the FHLBank’s management, including its principal executive officer and principal financial officer, evaluated the FHLBank’s internal control over financial reporting. Based upon that evaluation, these two officers each concluded that there were no changes in the FHLBank’s internal control over financial reporting that occurred during the quarter ended June 30, 2010 that materially affected, or are reasonably likely to materially affect, the FHLBank’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1A. Risk Factors.

Information relating to this Item is set forth under the caption “Business Related Developments and Update on Risk Factors” in Part I, Item 2, of this filing.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

From time-to-time the FHLBank provides Letters of Credit in the ordinary course of business to support members’ obligations issued in support of unaffiliated, third-party offerings of notes, bonds or other securities. The FHLBank provided $8.7 million of such credit support during the three months ended June 30, 2010. To the extent that these Letters of Credit are securities for purposes of the Securities Act of 1933, their issuance is exempt from registration pursuant to section 3(a)(2) thereof.

Item 6. Exhibits.

(a)		Exhibits.

		See Index of Exhibits

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, as of the 11th day of August 2010.

FEDERAL HOME LOAN BANK OF CINCINNATI
(Registrant)


By:		/s/ David H. Hehman David H. Hehman
		President and Chief Executive Officer (principal executive officer)

By:		/s/ Donald R. Able

		Donald R. Able
		Senior Vice President, Controller (principal financial officer)

INDEX OF EXHIBITS


		Document incorporated
Exhibit		by reference, filed or
Number ⁽¹⁾	Description of exhibit	furnished, as indicated below

31.1	Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer	Filed Herewith

31.2	Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer	Filed Herewith

32	Section 1350 Certifications	Furnished Herewith

(1)

Numbers coincide with Item 601 of Regulation S-K.

Federal Home Loan Bank of Cincinnati - FORM 10-Q - August 11, 2010

Attached files

Federal Home Loan Bank of Cincinnati Reports